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2022 Statutory Annual Report, Annual Review & AGM Documents

AGM29 August 2022AFIFinancials

29 August 2022



The Manager

ASX Market Announcements

Australian Securities Exchange

Exchange Centre

Level 4

20 Bridge Street

Sydney NSW 2000




Electronic Lodgement



Australian Foundation Investment Company Limited

Statutory Annual Report, Annual Shareholder Review and

Annual General Meeting Documentation



Dear Sir / Madam


Please find attached the 2022 Statutory Annual Report, Annual Shareholder

Review and Annual General Meeting Documentation being sent to

shareholders.



Yours faithfully



Matthew Rowe

Company Secretary



Authorised by the Company Secretary

Annual Report
2022

2 DIRECTORS’
REPORT

2 5 Year Summary

4 About the Company

6 Review of Operations

and Activities

12 Top 25 Investments

13 Company Position

14 Board Members

17 Senior Executives

18 Remuneration Report

32 Non-audit Services

33 Auditor’s Independence

Declaration


34 FINANCIAL

STATEMENTS

35 Consolidated Income Statement

36 Consolidated Statement of

Comprehensive Income

37 Consolidated Balance Sheet

38 Consolidated Statement

of Changes in Equity

40 Consolidated Cash Flow

Statement

41 NOTES TO

THE FINANCIAL

STATEMENTS

41 A. Understanding AFIC’s

Financial Performance

45 B. Costs, Tax and Risk

48 C. Unrecognised Items

49 D. Balance Sheet

Reconciliations

51 E. Income Statement

Reconciliations

52 F. Further Information

58 DIRECTORS’

DECLARATION

59 INDEPENDENT

AUDIT REPORT

64 OTHER

INFORMATION

64 Information About Shareholders

64 Major Shareholders

65 Sub-underwriting

65 Substantial Shareholders

65 Transactions in Securities

66 Major Transactions in the

Investment Portfolio

67 Holdings of Securities

69 Holdings of International

Securities

70 Issues of Securities

72 Company Particulars

73 Shareholder Information

Australian Foundation Investment Company Limited ABN 56 004 147 120

Contents

AUSTRALIAN FOUNDATION

INVESTMENT COMPANY

IS A LISTED INVESTMENT

COMPANY INVESTING

IN AUSTRALIAN AND

NEW ZEALAND EQUITIES.

Year in Summary
* Assumes a shareholder can take full advantage of the franking credits.

Profit for

the Year

$360.6m

$235.1m in 2021.

Up 53.4%

Total

Shareholder

Return

0 .1%

Share price plus

dividend, including

franking*

Management

Expense

Ratio

0.16%

0.14%

in 2021

Total

Portfolio

Return

-6.8%

Including franking*

S&P/ASX 200

Accumulation Index

including franking*

-5.1%

Fully

Franked

Dividend

14

¢

Final

24

¢

Total

24 cents total

in 2021

2022

Total

Portfolio

$8.2b

Including cash

at 30 June.

$9.1 billion in 2021

1Australian Foundation Investment Company Limited Annual Report 2022

DIRECTORS’ REPORT
5 Year Summary

Net Profit After Tax

($ Million)

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(d)

Net Asset Backing Per Share

($)

(e)

Number of Shareholders

(30 June)

272.2134.2

(a)

279.0

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

240.4

6.49

6.27

5.96

138,671

129,948

153,588

32

(c)

24

24

24

34.0

23.6

19.9

7,566

7,274

7,122

235.1

19.38,978

360.629.4

247.45159,500

246.63164,979

8

(c)

8,087

Notes

(a) Participation in the Rio Tinto and BHP off-market share buy-backs, special dividends and the receipt of a dividend because of the Coles

demerger from Wesfarmers.

(b) All dividends were fully franked. The LIC attributable gain attached to the dividend was 2022: 14.29 cents, 2021: 4.29 cents, 2020: 7.14 cents,

2019: 7.14 cents, 2018: 2.86 cents.

(c) 8 cents fully franked special dividend paid with the interim dividend.

(d) Excludes cash.

(e) Net asset backing per share based on year-end data before the provision for the final dividend. The figures do not include a provision for capital

gains tax that would apply if all securities held as non-current investments had been sold at balance date as Directors do not intend to dispose

of the portfolio.

Net Profit After Tax

($ Million)

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(d)

Net Asset Backing Per Share

($)

(e)

Number of Shareholders

(30 June)

272.2134.2

(a)

279.0

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

240.4

6.49

6.27

5.96

138,671

129,948

153,588

32

(c)

24

24

24

34.0

23.6

19.9

7,566

7,274

7,122

235.119.38,978

360.629.4

247.45159,500

246.63164,979

8

(c)

8,087

2Australian Foundation Investment Company Limited Annual Report 2022

Net Profit After Tax
($ Million)

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(d)

Net Asset Backing Per Share

($)

(e)

Number of Shareholders

(30 June)

272.2134.2

(a)

279.0

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

240.4

6.49

6.27

5.96

138,671

129,948

153,588

32

(c)

24

24

24

34.0

23.6

19.9

7,566

7,274

7,122

235.119.38,978

360.629.4

247.45159,500

246.63164,979

8

(c)

8,087

Net Profit After Tax

($ Million)

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(d)

Net Asset Backing Per Share

($)

(e)

Number of Shareholders

(30 June)

272.2134.2

(a)

279.0

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

240.4

6.49

6.27

5.96

138,671

129,948

153,588

32

(c)

24

24

24

34.0

23.6

19.9

7,566

7,274

7,122

235.1

19.38,978

360.629.4

24

7.45159,500

246.63164,979

8

(c)

8,087

3Australian Foundation Investment Company Limited Annual Report 2022

About the Company
Australian Foundation Investment Company (AFIC) is a listed investment company

investing in Australian and New Zealand equities.

Investment Objectives

The Company aims to provide shareholders with attractive

investment returns through access to a growing stream

of fully franked dividends and growth in capital invested.

The Company’s primary investment goals are:

• to pay dividends which, over time, grow faster than

the rate of inflation; and

• to provide attractive total returns over the medium

to long term.

How AFIC Invests – What We Look For in Companies

A portfolio that

is managed to

achieve long term

capital and dividend

growth

Quality FirstGrowth

Including dividends

Value

Approach to Investing

Investment Philosophy

The investment philosophy is built

on taking a medium to long term view

on companies in a diversified portfolio

with an emphasis on identifying quality

companies that are likely to sustainably

grow their earnings and dividends over

this time frame.

Quality in this context is an outcome

of our assessment of the board and

management as well as some key

financial metrics. These include

return

on capital employed, return on equity,

the level of gearing in the balance

sheet, margins and free cash flow. The

structure of the industry and a company’s

competitive position in this industry is also

an important indicator of quality. Linked to

this assessment of quality is the ability

of companies to grow earnings over time,

which ultimately should produce good

dividend growth.

Recognising value is also an important

aspect of sound long term investing.

Short term measures such as the price

earnings ratio, price to book or price to

sales may be of some value, but aren’t

necessarily strong predictors of future

performance. Our assessment of value

tries to capture the opportunity a business

has to prosper and thrive over the

medium to long term.

In building the investment portfolio in this

way, we believe we can offer investors a

well-diversified portfolio of high-quality

companies that is intended to deliver total

returns ahead of the Australian equity

market and with less volatility over

the long term.

The Company also uses options

written against a small proportion of its

investments and a small trading portfolio

to generate additional income.

From time to time, some borrowings

may be used where potential investment

returns justify the use of debt. This is

managed within very conservative limits,

as determined by the Board.

AFIC is managed for the benefit of its

shareholders with fees based on the

recovery of costs rather than as a fixed

percentage of the portfolio. There are no

performance fees. As a result, the benefit

of scale over time results in a very low

expense ratio for investors. For the

12 months to 30 June 2022 this was

0.16 per cent, or 16 cents for each

$100 invested.

Approach to Environmental, Social

and Governance (ESG) Issues

Environmental, Social and Governance

(ESG) issues are taken into account as

part of our investment process when

assessing companies. As a long term

investor, we seek to invest in companies

that have strong governance and risk

management processes, which includes

consideration of environmental and social

risks given the potential for these factors

to impact investment performance.

We are also closely monitoring the

development of international standards

for ESG reporting, as these may further

inform our approach going forward.

4Australian Foundation Investment Company Limited Annual Report 2022

We regularly review and meet with
companies to ensure ongoing alignment of

ESG issues with our investment framework:

• We believe environmental factors,

including the impact of climate change,

can have a material impact on society.

These factors are considered when

assessing a company’s assets, long

term sustainability of earnings and cash

flow, cost of capital and future growth

opportunities.

As reporting becomes more

standardised, assessment of

commitments and plans by companies

to reach net zero by 2050 will also

be considered having regard to the

industry in which it operates, their

progress against these plans and their

broader contribution to social good in

addressing the challenge of reducing

global carbon emissions. In applying

external data for benchmarking*, the

current carbon intensity of AFIC’s

portfolio is considerably less than

the S&P/ASX 200 Index.

• We believe that aligning ourselves

with high-quality management and

boards building sustainable long term

businesses is the best approach to

avoiding socially harmful businesses.

We are attracted to companies

that act in the best interest of all

their stakeholders, including their

employees, customers, suppliers and

wider communities. Where appropriate,

we consider a range of matters

including safety, diversity and modern

slavery as part of the investment

process.

• We invest in high-quality companies

with strong governance processes,

and management and boards whose

interests are closely aligned with

shareholders. The investment process

includes an assessment of their

past performance, history of capital

allocation, level of accountability,

mix of skills, relevant experience and

succession planning. We also closely

scrutinise a company’s degree of

transparency and disclosure.

Engagement with Companies

Voting on resolutions is one of the key

functions that a shareholder has in

ensuring better long term returns and

management of investment risk:

• We take input from proxy advisers

but conduct our own evaluation

of the merits of any resolution.

• We vote on all company resolutions as

part of our regular engagement with the

companies in the portfolio. Our voting

record is on the Company’s website.

• We actively engage with companies

when we have concerns those

resolutions are not aligned with

shareholders’ interests. We

acknowledge that high-quality

companies may face ESG challenges.

We seek to stay engaged with the

companies and satisfy ourselves that

the issues are taken seriously and

worked through constructively. Ideally,

in this instance, we seek to remain

invested to influence a satisfactory

outcome for stakeholders.

* Data provided by ISS ESG.

Portfolio at 30 June 2022.

5Australian Foundation Investment Company Limited Annual Report 2022

Profit and Dividend
The full year profit was $360.6 million,

up from $235.1 million in the previous

corresponding period. The profit to

30 June 2022 includes a dividend of

$74.9 million (which was non-cash but

carries franking credits with it) resulting

from the BHP Petroleum/Woodside

merger. Last year’s figure included a

demerger dividend of $36.5 million

resulting from the Endeavour Group

demerger from Woolworths. Excluding

both one-offs, the full year profit

for the financial year to 30 June

2022 was $285.7 million, up from

$198.6 million in the previous

corresponding period. The increase

in profit for the 2021–2022 financial

year was driven by higher dividends

received from investee companies.

Earnings per share for the financial year,

excluding the BHP Petroleum/Woodside

merger non-cash dividend, were

23.3 cents per share. The final dividend

was maintained at 14 cents per share

fully franked bringing total fully franked

dividends applicable for the year to

24 cents per share, the same as last year.

Ten cents of the final dividend were

sourced from taxable capital gains,

on which the Company has paid or

will pay tax. The amount of the pre-tax

attributable gain on this portion of the

dividend, known as an ‘LIC capital gain’,

is equal to 14.29 cents per share. The

enables some shareholders to claim

a tax deduction in their tax return.

Market and Portfolio

Performance

Following on from the recent strong share

market returns since monetary policy was

eased and significant fiscal stimulus was

introduced in response to the COVID-19

pandemic, the Australian share market

continued to enjoy strong positive returns

in the first six months of the financial

year as interest rates remained low and

valuations for many companies were very

high. These conditions were eventually

overwhelmed in the second half of the

financial year as inflation emerged, driving

interest rates higher. Geopolitical events

further exacerbated market volatility

producing a significant divergence of

returns across the market.

Figure 1 provides some context to the

market decline over the financial year to

30 June 2022 given market movements

since the onset of the initial COVID-19

pandemic in 2019.

Overall, the S&P/ASX 200 Accumulation

Index (including franking) fell 5.1 per cent

over the 12 months to 30 June 2022 as

there was a rotation away from quality

growth stocks to a focus on short term

value. The previously underperforming

Utilities sector was up 36.0 per cent

over the period and Energy, which

responded to rising oil prices resulting

from Russia’s invasion of the Ukraine,

was up 30.1 per cent. In contrast,

previous strong-performing sectors such

as Information Technology and Consumer

Discretionary were down 38.2 per cent

and 20.9 per cent respectively (Figure 2).

The portfolio had a negative return of

6.8 per cent including franking, with the

largest drag on performance being the

decline in the valuation of many high-

quality companies from their previous

very high levels. We remain convinced

about the prospects for these companies

despite the recent decline in share prices.

In addition, relative performance to the

Index was impacted by the underweight

position in resources, which includes

energy stocks, and the sale of Sydney

Airport and Milton Corporation because

of takeovers which generated a significant

amount of capital gains tax.

6Australian Foundation Investment Company Limited Annual Report 2022

Review of Operations and Activities

8,000
7,500

7,000

6,500

6,000

5,500

5,000

4,500

4,000

20192020

Financial Years

20212022

Fiscal and monetary

policy stimulus

provided globally

Onset of

COVID-19

Central banks start

policy tightening

Figure 1: Performance of the S&P/ASX 200 Price Index – 3 Years to 30 June 2022

10 year return

Net asset per share growth plus dividends,

including franking

S&P/ASX 200 Accumulation Index,

including franking

1 year return3 year return5 year return

6.0%

4.6%

-6.8%

-5.1%

8.4%

8.3%

10.5%

10.9%

Figure 3: Portfolio Performance – Per Annum Returns to 30 June 2022

Companies in the portfolio that

performed relatively well against the

Index through the 12-month period

were Amcor, Sydney Airport (now taken

over), Transurban Group, Ramsay Health

Care, which is currently subject to an

expression of interest offer, Macquarie

Group and Computershare.

The long term performance of the

portfolio, which is better aligned with

the Company’s investment time frames,

was 10.5 per cent per annum for the

10 years to 30 June 2022 (Figure 3).

The Index return over the same period

was 10.9 per cent per annum. These

figures include the benefit of franking.

AFIC’s performance numbers are after

costs. Performance has been achieved

with low portfolio turnover, providing very

tax effective returns for shareholders

and with more consistent dividends.

These returns have also been delivered

with very low volatility, achieving an

attractive profile of return relative

to risk for investors.


Energy

Information

Technology

Consumer

Discretionary

MaterialsIndustrialsUtilities

Jul 21

Aug

21

Sep

21

Oct 21

Nov 21

Dec 21

Jan 22

Feb 22

Mar 22

Apr 22

May 22

Jun 22

150

140

130

120

110

100

90

80

70

60

50

Index

S&P/ASX 200 Accumulation Indices

Figure 2: Key Sector Performance for the 12 Months to 30 June 2022

Source: FactSet

7Australian Foundation Investment Company Limited Annual Report 2022

Positioning the Portfolio
The majority of purchases during the

year focused on increasing weightings

to existing holdings including Transurban

Group, CSL, Domino’s Pizza Enterprises,

Coles Group, Goodman Group, Carsales.

com and Auckland International Airport.

We also initiated positions in JB Hi-Fi,

Mirvac Group and a small holding in

WiseTech Global. JB Hi-Fi is the largest

consumer electronics retailer in Australia

and New Zealand. While primarily

providing attractive income to the portfolio

we expect the consumer electronics

category to continue delivering

meaningful growth.

Mirvac Group is a diversified property

company with operations across

residential, commercial and industrial

markets. Mirvac Group’s in-house

property development capability is

relatively unique to the sector and

provides a competitive advantage.

The company’s growth is largely sourced

from product generation and less reliant

on acquiring established assets.

During the 12-month period we exited

Qube Holdings, APA Group, Lifestyle

Communities, Origin Energy, Endeavour

Group and Altium. We are observing

structural industry challenges for many

of these companies or an environment

where competitive intensity has materially

increased. We consider the growth

prospects for all these companies to

be increasingly challenged as a result.

Additionally, we exited our holding in

Milton Corporation and Sydney Airport

as a result of takeovers.

The ability to reinvest the cash from these

takeovers was important during the year

as these funds were deployed elsewhere

in the portfolio in companies with good

long term growth opportunities.

We seek to have a diversified portfolio

that covers a range of sectors and

industries. This also allows us to better

spread risk through different market

cycles. Figure 4 highlights the profile

of AFIC’s portfolio by the various sectors

of the market at the end of the financial

year and how it differs from the Index.

International Portfolio

We have continued to manage and

carefully add to positions in the diversified

global equities portfolio which was

first initiated in May 2021. Through

a combination of these additional

investments and portfolio returns, we

now have approximately $89.2 million

invested (which represents approximately

1.1 per cent of the portfolio).

Leveraging our investment philosophy

in the domestic market, the approach

to international equities is similar. The

international strategy invests in publicly

listed companies outside the Australian

and New Zealand markets with a medium

to long term investment time horizon.

It focuses on high-quality companies

with strong management teams and

competitive advantages that we view

Review of Operations and Activities

continued

AFIC portfolio weightS&P/ASX 200 Index weight

18.6%14.8%14.5%12.7%9.1%6.9%0.0%5.9%3.3%5.1%1.7%3.0%4.5%

25%

20%

15%

10%

5%

0%

Banks

Healthcare

Materials

Industrials

Other

Financials

Consumer

Discretionary

Consumer

Staples

Communication

Services

Information

Technology

Energy

Real

Estate

Cash

Utilities

Figure 4: AFIC Investment by Sector Versus the S&P/ASX 200 Index

as at 30 June 2022 – Excludes International Holdings

15%

-10%

-5%

0%

5%

10%

20%

Jun 1

1

Jun 1

2

Jun 1

3

Jun 1

5

Jun 1

4

Jun 1

6

Jun 1

7

Jun 1

8

Jun 19Jun 20Jun 21Jun 22

Figure 5: Share Price Premium/Discount to Net Asset Backing

8Australian Foundation Investment Company Limited Annual Report 2022

as sustainable, often underpinned by long
term secular growth trends. With inherent

business characteristics that allow these

companies to generate an attractive

return on capital, the selected companies

are expected to generate a reasonable

level of return for our shareholders

through a combination of earnings growth

and dividends. We look to invest at a

starting valuation that is sensible in the

context of the expected return and the

risk associated with each investment.

This activity is potentially a precursor

to establishing a separate low-cost

international Listed Investment

Company in the future.

9Australian Foundation Investment Company Limited Annual Report 2022

Share Price Return
The share price return, including

reinvestment of dividends and franking

credits, over the 12 months to 30 June

2022 was flat at 0.1 per cent, which is

ahead of the portfolio return for the year.

The share price was trading at a premium

of 13 per cent to the net asset backing

(before tax on unrealised gains) at the

end of June 2022, whereas at 30 June

2021 the premium was 5 per cent

(Figure 5 previous page).

Importantly, the long term, 10-year

return is 12.2 per cent for the share price

in comparison to 10.9 per cent for the

Index (Figure 6). The figures for the Index

and share price assumes a shareholder

can take full advantage of the franking

credits attached to the dividends paid.

Outlook

During the year strengthening demand

produced supply chain challenges in

many industries, which contributed to a

meaningful increase in reported inflation.

In endeavouring to achieve price stability,

central banks signalled the end of

stimulatory policy settings. Equity markets

are now facing challenges on multiple

fronts, slowing economic growth, inflation

and interest rate hikes. As a result, the

uncertain environment that produced a

fall in equity markets during the financial

year is unlikely to be materially different

in the short term.

While the market has moved closer to

long term value as measured by price

to sales ratio (Figure 7) and price to

book ratio (Figure 8) we are comfortable

with the current portfolio settings and

can afford to be patient with our capital

until attractive opportunities present

themselves.

In this context it is also worth noting

even though the valuation of the market,

as measured by price earnings ratio

(Figure 9), has moved well below the

long term average it is against the

background of very high profit margins

which may come under pressure in

the near term given expected difficult

economic conditions.

Review of Operations and Activities

continued

10 year return

Share price growth plus dividends,

including franking

S&P/ASX 200 Accumulation Index,

including franking

1 year return3 year return5 year return

11.6%

4.6%

0.1%

-5.1%

11.3%

8.3%

12.2%

10.9%

Figure 6: Share Price Return − to 30 June 2022

Directorship Matters

Mr Peter Williams, a Non-Executive

Director of the Company has advised that

he will not seek re-election at the 2022

Annual General Meeting and will retire

at the conclusion of the meeting to be

held on 4 October 2022.

Mr Williams has been a Director since

2010 and is currently the Chairman of the

Audit Committee and a member of the

Investment and Nomination Committees.

Mr Williams is also the Non-Executive

Chairman of the Company’s subsidiary,

Australian Investment Company

Services Limited.

The Board has greatly benefited from

Mr Williams’ extensive experience. The

Board wishes to record its thanks to Peter

for his significant contribution and service

to the Board during his tenure and wish

him well for the future.

20022007201220172022

Times

2.4

2.0

1.6

1.2

Average

1.9

Figure 7: Valuation of the Market – Price to Sales of the S&P/ASX 200 Index

Source: FactSet

10Australian Foundation Investment Company Limited Annual Report 2022

22
20

18

16

14

12

10

8

20022003200420052006200720082009201020112012201320142015201620172018201920202021

Times

Average

14.5

Figure 9: Valuation of the Market – Price to Earnings Ratio of the S&P/ASX 200 Index

Source: FactSet

20022007201220172022

Times

Average 1.9

3.0

2.5

2.0

1.5

1.0

Figure 8: Valuation of the Market – Price to Book of the S&P/ASX 200 Index

Source: FactSet

11Australian Foundation Investment Company Limited Annual Report 2022

Includes investments held in both the Investment and trading portfolios.

Value at Closing Prices at 30 June 2022

Total Value

$ Million

% of the

Portfolio

1Commonwealth Bank of Australia714.08.8

2CSL 638.17.9

3BHP Group 574.47.1

4Transurban Group 414.05.1

5Macquarie Group 363.04.5

6Wesfarmers 309.03.8

7National Australia Bank 305.53.8

8Westpac Banking Corporation303.13.7

9Woolworths Group 255.43.2

10Amcor209.32.6

11Mainfreight 206.52.6

12Rio Tinto 191.22.4

13Telstra Corporation 187.42.3

14Australia and New Zealand Banking Group 187.02.3

15Woodside Energy Group* 184.92.3

16James Hardie Industries166.62.1

17Coles Group 160.72.0

18Goodman Group157.61.9

19Carsales.com 147.61.8

20ResMed 145.81.8

21ASX 117.01.4

22Ramsay Health Care 115.91.4

23Sonic Healthcare 109.61.4

24Computershare 99.61.2

25Brambles 99.41.2

Total6,362.7

As percentage of total portfolio value (excludes cash)78.7%

* Indicates that options were outstanding against part of the holding.

Top 25 Investments

As at 30 June 2022

12Australian Foundation Investment Company Limited Annual Report 2022

Capital Changes
The following changes occurred to the

Company’ share capital during the year:

• Under the Company’s Dividend

Substitution Share Plan, 687,032 new

shares were issued at nil cost in August

2021 and 557,809 new shares were

issued at nil cost in February 2022.

• Under the Company’s Dividend

Reinvestment Plan, 4,507,509 new

shares were issued at a price of

$8.10 in August 2021 and 3,317,169

new shares were issued at a price

of $7.86 in February 2022.

The Company’s buy-back facility remains

open although no shares were bought

back during the year.

The Company’s contributed equity, net

of share issue costs, rose $62.4 million

to $3.1 billion. At the close of the year the

Company had 1,230 million shares on issue.

Dividends

Directors have declared a fully franked

final dividend of 14 cents per share,

the same as last year.

The dividends paid during the year ended

30 June 2022 were as follows:

$’000

Final dividend for the year

ended 30 June 2021 of

14 cents fully franked

at 30 per cent paid

31 August 2021165,339

Interim dividend for the year

ended 30 June 2022 of

10 cents per share fully

franked at 30 per cent,

paid 25 February 2022118,215

283,554

Dividend Substitution

Share Plan (DSSP)

The Company has in place a Dividend

Substitution Share Plan.

This enables shareholders to elect to

receive shares in the Company instead

of dividends, forgoing any franking credit

and LIC gains that would otherwise be

attached to the dividend but deferring any

tax due on the receipt of such shares (for

Australian tax payers) until such time as

the shareholding is sold. Shareholders will

need to seek their own taxation advice in

determining if this plan is suitable for them.

Further details are available on the

Company’s website or by request from

the Company’s Share Registrar.

Financial Condition

The Company’s primary source of funds

consists of its shareholders’ funds.

The Company also had agreements with

Commonwealth Bank of Australia and

National Australia Bank for loan facilities

totalling $130 million (see Note D2).

As at 30 June 2022, the facilities were

drawn down by $10 million. The Board

takes a prudent and conservative

approach to the use of borrowed funds.

Currently, when used, they are maintained

within a limit of 10 per cent of total assets.

Listed Investment Company

Capital Gains

Listed Investment Companies (LIC)

which make capital gains on the sale of

investments held for more than one year

are able to attach to their dividends an

LIC capital gains amount which some

shareholders are able to use to claim a tax

deduction. This is called an ‘LIC capital

gain attributable part’. The purpose of this

is to put shareholders in Listed Investment

Companies on a similar footing with

holders of managed investment trusts

with respect to capital gains tax on

the sale of underlying investments.

Tax legislation sets out the definition of

a ‘Listed Investment Company’ which

AFIC satisfies. Furthermore, from time

to time the Company sells securities out

of the investment portfolio held for more

than one year which may result in capital

gains being made and tax being paid.

The Company is therefore on occasion

in a position to be able to make available

to shareholders a LIC capital gain

attributable part with our dividends.

In respect of this year’s final dividend of

14.0 cents per share for the year ended

30 June 2022, it carries with it a 14.29 cents

per share LIC capital gain attributable part

(2021: 4.29 cents). The amount which

shareholders may be able to claim as a

tax deduction depends on their individual

situation. Further details are provided

in the dividend statements.

Likely Developments

The Company intends to continue

investing on behalf of its shareholders as

it has been doing since 1928. The results

of these investment activities will depend

upon the performance of the companies

and securities in which we invest. Their

performance in turn depends on many

economic factors (macro, which include

economic growth rates, inflation, interest

rates, exchange rates and taxation

levels and micro which includes industry

economics and competitive behaviour)

and their approach to, and management

of, material Environmental, Social

and Governance (ESG) risks.

We do not believe it is possible or

appropriate to make a prediction

on the future course of markets or

the performance of our investments.

Accordingly, we do not provide a forecast

of the likely results of our activities.

However, the Company’s focus is on

results over the medium to long term and

its twin objectives are to grow dividends at

a rate faster than inflation and to provide

shareholders with attractive capital growth.

Significant Changes in

the State of Affairs

Directors are not aware of any other

significant changes in the operations of

the Company, or the environment in which

it operates, that will adversely affect the

results in subsequent years.

Events Since Balance Date

The Directors are not aware of any matter

or circumstance not otherwise disclosed

in the financial statements or the Directors’

Report which has arisen since the end of

the financial year that has affected or may

affect the operations, or the results of those

operations, or the state of affairs of the

Company in subsequent financial years.

Environmental Regulations

The Company’s operations are such that

they are not directly materially affected by

environmental regulations.

Rounding of Amounts

The Company is of the kind referred to

in the ASIC Corporations (Rounding in

Financial/Directors’ Reports) Instrument

2016/191, relating to the ‘rounding off’ of

amounts in the Financial Report. Amounts

in the financial report have been rounded

off in accordance with that Instrument, to

the nearest thousand dollars, or in certain

cases, to the nearest dollar.

Corporate Governance

Statement

The Company’s Corporate Governance

Statement for the financial year ended

30 June 2022 will be found on the

Company’s website at:

afi.com.au/corporate-governance

As an overseas listed issuer on the

New Zealand Stock Exchange (NZX), the

Company is generally deemed to comply

with the NZX Listing Rules provided that

the Company remains listed on the ASX,

complies with the ASX Listing Rules and

provides the NZX with all the information

and notices that it provides to the ASX.

Company Position

13Australian Foundation Investment Company Limited Annual Report 2022

Chairman of the Investment Committee. Member of the Remuneration,
Nomination and Audit Committees. Non-Executive Director of the

Company’s subsidiary, Australian Investment Company Services

Limited (AICS).

Mr Paterson is a company Director who was appointed to the Board in

June 2005 and Chairman in 2018. He was a former Alternate Director of the

Company for Mr Campbell from April 1987 to June 2005. He is Chairman

of Djerriwarrh Investments Limited.

He was formerly a Director of Goldman Sachs JBWere and is a former

member of the Board of Guardians of Australia’s Future Fund.

Member of the Investment and Nomination Committees.

Ms Dee-Bradbury was appointed to the Board in May 2019.

Ms Dee-Bradbury was previously Chief Executive Officer/President

of Developed Markets (Asia Pacific and ANZ) for Mondelez from 2010

to 2014. Before joining Mondelez Ms Dee-Bradbury was Group CEO of

the global Barbeques Galore group, and has held other senior executive

roles in organisations including Maxxium, Burger King Corporation and

Lion Nathan/Pepsi Cola Bottlers. Ms Dee-Bradbury is a Non-Executive

Director of BlueScope Steel Limited (appointed April 2014), a Director of

Energy Australia Holdings following her appointment in April 2017 and a

member of Chief Executive Women and of the Women Corporate Directors

Foundation. Ms Dee-Bradbury was formerly a Non-Executive Director of

Grain Corp Limited (from 2014 to 2020) and Tower Limited (NZ) until her

resignation in 2016 and a former member of the Federal Government’s

Asian Century Strategic Advisory Board.

Member of the Investment Committee. Managing Director of AICS.

Mr Freeman became Chief Executive Officer and Managing Director

in January 2018 having been Chief Investment Officer since joining the

Company in February 2007. Prior to this he was a Partner with Goldman

Sachs JBWere where he spent 12 years advising the investment

companies on their investment and dealing activities. He has a deep

knowledge and experience of investments markets and the Company’s

approaches, policies and processes. He is also Managing Director of

Djerriwarrh Investments Limited, Mirrabooka Investments Limited and

AMCIL Limited.

Non-Executive Director of the Company’s subsidiary, AICS. Member of the

Nomination Committee.

Mr Drummond was appointed to the Board in July 2021. He was appointed

as a member of the Financial Regulator Assessment Authority on

10 September 2021, and will serve a five-year term, concluding in 2026.

He is the President of the Geelong Football Club Limited, a board Director

of Transurban Co Ltd and a Governor of The Ian Potter Foundation.

Mr Drummond served as Chief Executive Officer of Medibank from July

2016 to May 2021. Prior to joining Medibank, he was Group Executive

Finance and Strategy of National Australia Bank (NAB), and Chief Executive

Officer and Country Head of Bank of America Merrill Lynch (Australia).

Earlier in his career, Mr Drummond held roles at Goldman Sachs JBWere

including Chief Operating Officer, Chief Executive Officer and Executive

Chairman.

John Paterson

Chairman and

Independent

Non-Executive

Director

BCom (Hons) (Melb),

CPA, F Fin

Rebecca

Dee-Bradbury

Independent

Non-Executive

Director

BBus, GAICD

Mark Freeman

Managing Director

BE, MBA, Grad Dip

App Fin (Sec Inst),

AMP (INSEAD)

Craig

Drummond

Independent

Non-Executive

Director

BCom (Melb),

SF FIN, FCA

Board Members

14Australian Foundation Investment Company Limited Annual Report 2022

Chairman of the Remuneration Committee.
Mr Liebelt was appointed to the Board in June 2012. He is Chairman of

Amcor Limited, a Director of Australia and New Zealand Banking Group

Limited, and a Director of Carey Baptist Grammar School. He is a Fellow

of the Australian Academy of Technological Sciences and Engineering and

a Fellow of the Australian Institute of Company Directors. He was formerly

Chairman and Director of DuluxGroup Limited, Chairman and Director of

the Global Foundation, Deputy Chairman of Melbourne Business School

and Managing Director and CEO of Orica Limited.

Member of the Audit Committee.

Ms Fahey was appointed to the Board in April 2021. She has over 30 years

of experience in technology, including in major organisations such as

Western Mining, Exxon, Roy Morgan, General Motors and SAP, covering

consulting, software vendor and Chief Information Officer roles. In addition

to her industry experience, she spent 10 years at KPMG as a partner

with the firm, during which time she held roles as National Lead Partner

Telecommunications, Media and Technology, and National Managing

Partner – Markets. Ms Fahey was also a member of the KPMG National

Executive Committee.

Ms Fahey is a Non-Executive Director of Seek Limited, IRESS Limited,

Datacom Group Limited, CenITex, Partners Life and a member of the

Australian Red Cross Blood Service Board and the La Trobe University

Council. She was formerly a Non-Executive Director of Vocus Group

Limited and Yooralla.

Chairman of the Nomination Committee. Member of the Investment,

Remuneration and Audit Committees.

Mrs Walter is an Australian lawyer and company Director. She was

appointed to the Board in August 2002. She is Chair of Melbourne

Genomics Health Alliance and Helen Macpherson Smith Trust. Mrs Walter

is also a Director of Export Finance Australia and the RBA’s Payments

System Board. She was formerly Chair of Federation Square Pty Ltd,

Australian Synchrotron Company Ltd and the Financial Adviser Standards

and Ethics Authority (FASEA). She was also Deputy Chair of Victorian

Funds Management Corporation and a Director of ASX, National Australia

Bank Ltd, Orica Ltd and Melbourne Business School.

Member of the Audit and Investment Committees.

Mr Peever was appointed to the Board in November 2013. He was

Managing Director of Rio Tinto Australia from 2009 to 2014. He is Chairman

of Brisbane Airport Group Pty Ltd. He chaired the Minister of Defence’s

First Principles Review of Defence and following the acceptance of the

review by Government was Chair of the Oversight Board which helped

guide implementation (with Defence) of the Review’s recommendations.

Mr Peever was a Non-Executive Chairman of Naval Group Australia, a

former member of the Foreign Investment Review Board, a former Chair

of Cricket Australia and a former Director of the Stars Foundation, a not

for profit body which promotes education of Indigenous girls and also

a former Vice Chairman of the Minerals Council of Australia and was

a Director of the Business Council of Australia.

Graeme R Liebelt

Independent

Non-Executive

Director

B Ec (Hons),

FAICD FTSE

Julie Fahey

Independent

Non-Executive

Director

BAS

Catherine

M Walter AM

Independent

Non-Executive

Director

LLB (Hons), LLM,

MBA (Melb), FAICD

David A Peever

Independent

Non-Executive

Director

BEc, MSC (Mineral

Economics)

15Australian Foundation Investment Company Limited Annual Report 2022

Board Members
continued

Meetings of Directors

The number of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended 30 June 2022

and the numbers of meetings attended by each Director were:

BoardInvestmentAuditRemunerationNomination

Eligible

to AttendAttended

Eligible

to AttendAttended

Eligible

to AttendAttended

Eligible

to AttendAttended

Eligible

to AttendAttended

J Paterson12122020444422

M Freeman12122020-4

#

-4

#

--

RP Dee Bradbury12122019-4

#

--22

CM Drummond**1212-20

#

-4

#

-1

#

-1

#

JA Fahey1212-16

#

2*3----

GR Liebelt 1212-15

#

-3

#

44--

DA Peever 1212201943----

CM Walter12122020444422

PJ Williams1212202044-4

#

22

# Attended meetings as non-members.

* JA Fahey was appointed to the Audit Committee on 8 December 2021.

** CM Drummond appointed to the Nomination Committee on 23 June 2022.

Retirement, Election and Continuation in Office of Directors

Ms RP Dee-Bradbury, being eligible, will offer herself for re-election at the forthcoming 2022 Annual General Meeting.

Insurance of Directors and Officers

During the financial year, the Company paid insurance premiums to insure the Directors and officers named in this report to the extent

allowable by law. The terms of the insurance contract preclude disclosure of further details.

Chairman of the Audit Committee. Member of the Investment and

Nomination Committees. Non-Executive Chairman of the Company’s

subsidiary, AICS.

Mr Williams was appointed to the Board in February 2010. He is Chairman

of NAB Trustees Services Limited (NAB Subsidiary), Director of Cricket

Victoria Ltd and an Advisory Board Member of TLC Aged Care Limited.

Mr Williams was formerly Managing Director of Equity Trustees Limited,

Director and Treasurer of Foundation for Young Australians, a Director

of the Trustee Corporations Association of Australia, a Director of the

Australian Baseball Federation Inc, a Director of ARUMA (formerly House

with No Steps), and a General Manager with AXA/National Mutual in

Australia and Hong Kong. He was also a former Chairman of Olympic

Park Sports Medical Centre Pty Ltd and MIPS Advisory Committee for

Fiig Securities Limited.

Peter J Williams

Independent

Non-Executive

Director

Dip.All, MAICD, FAIM

16Australian Foundation Investment Company Limited Annual Report 2022

Senior Executives
Mr Porter joined the Company in January 2005. He is a Chartered

Accountant and has had over 25 years’ experience in accounting and

financial management both in the United Kingdom with Andersen

Consulting and Credit Suisse First Boston, and in Australia where he

was Regional Chief Operating Officer for the Corporate and Investment

Banking Division of CSFB. He is a Director of the Auditing and Assurance

Standards Board (AUASB) and a Director of the Anglican Foundation.

Mr Porter is a former Chair of The Group of 100 (G100), the peak body

for CFOs.

Mr Rowe joined the Company in July 2016. He is a Chartered Secretary

with over 16 years of experience in corporate governance with a particular

focus in listed investment companies. He was previously a corporate

governance advisor at a professional services firm which included acting

as Company Secretary for three ASX listed companies. Prior to that he

was the Company Secretarial Manager for a funds management company

based in the United Kingdom.

Andrew JB Porter

Chief Financial Officer/

Company Secretary

MA (Hons) (St And),

FCA, MAICD

Matthew Rowe

Company Secretary

BA (Hons), MSc Corp

Gov, FGIA, FCIS

Mr Driver joined the Company in January 2003. Previously, he was

with National Australia Bank Ltd for 18 years in various roles covering

business strategy, marketing, distribution, investor relations and business

operations. Mr Driver was formerly Chairman of Trust for Nature (Victoria).

Geoffrey N Driver

General Manager

Business Development

and Investor Relations

B Ec, Grad Dip Finance,

MAICD

17Australian Foundation Investment Company Limited Annual Report 2022

Contents
The Directors present AFIC’s 2022 Remuneration Report which outlines key aspects of our remuneration policy and remuneration

awarded this year.

Note on AFIC’s Proportion of the Costs Detailed in the Remuneration Report

The Remuneration Report is required to show the salary and incentives that the Group Executives receive. It does not accurately reflect

the actual cost to AFIC shareholders of this remuneration.

This is because other companies that the Executives provide services to (Djerriwarrh Investments Ltd, Mirrabooka Investments Ltd

and AMCIL Ltd, collectively ‘the LICs’) pay for a proportion of these costs.

The total remuneration shown in Table 4 is $3.7 million.

Of this, 46 per cent (or $1.7 million) is or will be actually paid for by the other LICs, through the service agreements with AFIC’s

subsidiary, Australian Investment Company Services Ltd (AICS).

Therefore, only 54 per cent, or $2.0 million, will be borne by AFIC and its shareholders.

This mirrors arrangements for all other AICS staff.

Note that with the proposed amalgamation of the Long Term Incentive Plan (LTIP) into the single Executive Incentive Plan (see Section E

of this report) from next year onwards, it is likely that the proportion of executive incentive that AFIC bears will decrease. This is because

currently the costs of the LTIP are charged 100 per cent to AFIC as it remunerates based on AFIC’s performance only, one of the

reasons that the Directors have decided to alter the remuneration structure.

The report is structured as follows:

1. Remuneration Policy, Link to Performance and Outcomes

2. Structure of Remuneration

3. Executive Remuneration Expense

4. Contract Terms

5. Non-Executive Director Remuneration

Appendix

A. Remuneration Governance

B. Annual Incentives: Details of Outcomes and Conditions

C. Long Term Incentives: Details of Outcomes and Conditions

D. Directors and Executives: Equity Holdings and Other Transactions

E. Proposed Changes to the Remuneration Structure

F. Detailed Performance Measures by Investment Company

1. Remuneration Policy, Link to Performance and Outcomes

1.1 What is Our Remuneration Policy?

AFIC is an investor in securities which are listed mainly in Australia and New Zealand. Our primary investment goals are to pay

dividends which, over time, grow faster than the rate of inflation and to provide attractive total returns over the medium to long term.

To achieve this, we need to attract and retain professional, competent and highly motivated executives and staff through offering

attractive remuneration arrangements which:

• reflect market conditions;

• recognise the skills, experience, roles and responsibilities of the individuals;

• align with shareholder interests; and

• align with the risk management strategies.

Generally, we seek to set total remuneration at the upper or second quartile of the sectors in which we operate.

Remuneration Report

18Australian Foundation Investment Company Limited Annual Report 2022

Remuneration for the Group’s executives has two main elements:
• fixed annual remuneration (FAR); and

• performance-related pay, being Annual Incentives and long term incentives (LTI).

FAR is determined with reference to levels necessary to recruit and retain staff with the relevant skills and experience in the industry in

which the Group operates. We utilise external input, seeking to ensure that the FAR meets these conditions. This includes industry data

provided by the Financial Institutions Remuneration Group Inc. (FIRG) and McLagan for the financial services industry. The costs of

the FAR (and the personal element of the Annual Incentive) are allocated to the LICs based on an internal estimate of work performed

which is subject to Board approval.

Through performance-related pay, the remuneration is adjusted to reflect the risks that the Company and its shareholders face and

how the Company has responded to those risks. In particular:

• The key performance indicators chosen to determine performance-related pay are those that the Company considers most relevant

to its objectives of improving shareholder wealth over the medium to long term, whilst also considering the relative levels of risk.

• The focus is on performance over the medium to long term, with only a small proportion of both Annual Incentives and LTI being

dependent on a single year’s performance.

• Executives agree to invest 25 per cent of the pre-tax annual cash incentive in AFIC shares and/or shares of the other investment

companies (AMCIL Limited, Djerriwarrh Investments Limited and Mirrabooka Investments Limited) and to hold these shares for

a minimum of four years.

The Board may, at its discretion, direct that any performance rights that are yet to vest or to be tested be cancelled in the event

of negative issues that arise, including material misstatement of the Company’s financial statements.

1.2 What is Our Target Remuneration Mix?

The target remuneration mix for executives is as follows:

Managing Director’s Target

Remuneration Mix

Annual incentive 40%

Long term incentive 10%

Fixed annual remuneration 50%

Other Executives’ Target

Remuneration Mix

Annual incentive 23%

Long term incentive 10%

Fixed annual remuneration 67%

1.3 How is the Remuneration Paid in 2022 Linked to Performance?

1.3.1 Fixed Remuneration

Most Executives received increases in their fixed annual remuneration this year. A review of the external evidence led Directors to the

conclusion that recent increases for Executives had not kept pace with the market. AFIC continues to operate in a highly competitive

market, and salary levels are reviewed at least annually with the aim of remunerating its executives to the extent required to attract

and retain executives who are leaders in their field.

The evidence also indicated that the total remuneration for the Managing Director was below the benchmark level that the Board

considered appropriate. Consequently, Directors decided to increase the amount of ‘at risk’ remuneration (which is predominantly

dependent on the performance of AFIC and the other LICs) whilst keeping the FAR unchanged.

19Australian Foundation Investment Company Limited Annual Report 2022

Remuneration Report
continued

1.3.2 Performance-related Pay

This section shows:

• How Annual Incentive measurements are split between AFIC and the other investment companies.

%Result

AFIC investment performance32Table 2

AFIC other metrics 8Table 1

Percentage of Annual Incentive determined by AFIC Performance40

Other LIC investment performance28Table 15

Other LIC other metrics12Table 15

Percentage of Annual Incentive determined by other LICs performance40

Total percentage of Annual Incentive determined by AFIC/Other LIC performance80

Personal metrics20n/a

100

See Table 5 for more details on the measures used in determining the Annual Incentives.

• The outcome for the long term incentive award (LTI) that was tested for vesting during the year are shown in Table 3.

Refer to Sections 2.2 and 2.3 for explanations of the measures used.

2022, as is noted elsewhere in the Annual Report, was a year of two distinct investment environments. AFIC outperformed strongly

in the first half, but the second saw AFIC underperform its benchmark as the market corrected. Resources, a sector in which AFIC is

underweight, strongly outperformed the S&P/ASX 200 Index (3.3 per cent accumulation return for the year compared to -6.5 per cent

for the broader S&P/ASX 200 Index). However, AFIC’s medium term performance continues to outperform the S&P/ASX 200 Index whilst

its longer term (10-year) performance is only marginally under the Index for the same period as seen in Table 2 – AFIC’s performance

includes fees whilst the Index returns take no account of fees.

Furthermore, many returns quoted by managed funds exclude either tax or expenses, or both. The use of ‘grossed-up returns’

(see Table 2 and Table 11) mitigates the tax disparity to some extent, as it adds back franking credits to the nominal dividend that

the Index pays, and also that AFIC pays.

The single-year underperformance caused by the sector rotations was mirrored by Mirrabooka and AMCIL, who also saw continued

outperformance against their relevant indices in the medium term and, in Mirrabooka’s case, the longer term. AMCIL’s medium term

five-year performance was in line and the 10-year gross NTA performance was slightly under the Index. AMCIL’s portfolio performance

(which excludes fees and taxes) over these periods was well ahead of the Index.

Djerriwarrh’s investment performance was below its benchmark for all periods tested (with the exception of its portfolio performance

over one year). However, its other key performance indicator (KPI) – to pay a higher yield than the S&P/ASX 200 Index offers –

significantly outperformed.

Earnings per share increased with the resumption of dividend and distribution payments by many companies. The figures used in

Table 1 exclude the demerger dividend last year as a consequence of the Endeavour demerger from Woolworths, and the merger

dividend received this year as a consequence of the Woodside/BHP Petroleum merger.

The management expense ratio (MER – see Table 11) continues to be of importance to the Board. As noted last year, it was expected

that expenses would increase due to a full year’s worth of costs for the international team and a higher proportion of incentives vesting

due to last year’s strong out-performance. The fall in the markets also increases the MER as it reduces the portfolio value which is the

denominator in the calculation. Notwithstanding these, the expenses (and the MER) were well within the range set by the Board.

The 2018 –2022 award under the Executive Long Term Incentive Plan was available for vesting as of 30 June 2022. However, the

calculations needed to determine how much actually vests are not performed until after the date of the Annual Report. Therefore, the full

amount that may vest is shown, and the actual settlement of the 2018–2022 award will take place in the year ended 30 June 2023. The

actual amount settled will be reported in the relevant year. The 2017– 2021 award vested in part for the year ended 30 June 2021. The

total shareholder return of AFIC was 13.8 per cent per annum over the four-year vesting period, which was above the target benchmark,

as independently verified by external consultants. The full 50 per cent available under this metric was therefore deemed to have vested.

The Total Portfolio Return over the same period was also ahead of its benchmark (10.6 per cent vs 9.8 per cent) but just below the top

quartile performance. Therefore 38 per cent of the 50 per cent available vested under this metric, and 12 per cent was forfeited.

Detailed information about the performance of each investment company is provided in Section E of the Appendix (Table 15).

20Australian Foundation Investment Company Limited Annual Report 2022

Table 1: Non-investment Return Performance Measures
Performance Measure

Benchmark

Result

AFIC

Result

Comparison to

Benchmark

Growth in net operating result 4.3%44.0%Favourable

Management expense ratio n/a0.16%Favourable

Outcome


Achieved


Partially achieved


Not achieved

Table 2: Investment Return Performance Measures

Measure

Benchmark

Result

AFIC

Result

Comparison to

Benchmark

Investment return – 1 year-6.5%-7.1%Unfavourable

Investment return – 3 years3.3%5.1%Favourable

Investment return – 5 years6.8%7.2%Favourable

Investment return – 10 years9.3%9.2%Unfavourable

Grossed-up return – 1 year-5.1%-6.8%Unfavourable

Grossed-up return – 3 years4.6%6.0%Favourable

Grossed-up return – 5 years8.3%8.4%Favourable

Grossed-up return – 10 years10.9%10.5%Unfavourable

Outcome


Achieved


Partially achieved


Not achieved

Table 3: Vesting and Forfeiture of Long Term Incentives During the Year

Award Date

Assessment

DatesMeasure Tested

Benchmark

ResultAFIC Result% Vested % Forfeited

ELTIP – Performance rights*

1 July 201730 June 2021Total gross shareholder return11.5%13.8%50%0%

Total portfolio return (TPR)9.8%10.6%38%12%

* Of the rights awarded on 1 July 2017, 12 per cent were forfeited as the relevant targets were not achieved (although AFIC exceeded the target for TPR

it was below the 75th percentile which would have led to full vesting) and 88 per cent vested.

1.3.3 Remuneration Outcomes

Table 4 discloses the actual remuneration outcomes received by the Company’s executives during the year and the LTI that may

vest in future years. These amounts are different to the statutory remuneration expense disclosed in Table 7. The Directors consider

the information about remuneration outcomes in Table 4 relevant for users because the statutory remuneration expense includes

accounting charges for long term incentives that may or may not be received in future years.

21Australian Foundation Investment Company Limited Annual Report 2022

Remuneration Report
continued

Table 4: Actual Executive Remuneration Outcomes

Total FAR

$

Annual

Incentive

$

Prior

Years’ LTI

Received*

$

Total

Remune-

ration

$

Total

Borne by

AFIC

$

Total

Borne

by Other

LICs

$

Annual

Incentive

Forfeited

$

LTI

Forfeited

$

Possible

Future LTI

(to Vest

Over Next

4 Years)

#

$

Mark Freeman – Managing Director

2022884,340468,346117,0341,469,720793,649676,071(239,126)(18,193)904,609

2021884,340409,53857,3331,351,211686,416664,795(32,632)(25,867)851,543

Andrew Porter – Chief Financial Officer

2022707,472161,940134,9561,004,368542,359462,009(85,675)(20,978)533,821

2021693,600190,97631,362915,938465,297450,641(17,104)(91,707)577,261

Geoff Driver – General Manager – Business Development and Investor Relations

2022582,624134,178111,203828,005447,123380,882(69,740)(17,286)439,685

2021571,200158,47425,842755,516383,802371,714(12,886)(75,767)475,533

Matthew Rowe – Company Secretary

2022309,00070,62248,535428,157231,205196,952(37,528)(7,544)219,551

2021300,00083,1429,838392,980199,634193,346(6,858)(28,772)226,533

The amount shown as forfeited for the LTI is the amount that would have been paid to Executives with respect to the 2017– 2021 LTIP in the event that

all targets had been achieved (2021: 2016 – 2020 LTIP). See Table 3. For 2021 for Mark Freeman, the amount also includes an element of the investment

team LTI that he was still eligible for, and the amount forfeited is the difference between the target amount that would have been paid if all targets were

met and the amount actually paid.

The value of Annual Incentive forfeited is the difference between the target amount and the amount awarded. See Table 10.

The differences between the amounts disclosed in Table 4 and the amounts in Table 7 are as follows:

* Prior year’s LTI received in Table 4 shows the value of performance shares that vested during the year, measured at the closing price on the day

that they were received. In respect of Mark Freeman for 2021, it shows the cash payment received in respect of LTIP vesting from his time as

Chief Investment Officer. In contrast, Table 7 shows the accounting expense recognised in relation to the LTI Plans during the year.

# The future LTI in Table 4 reflects potential future remuneration that may be received by the executives over the next four years if the performance

conditions are satisfied. This includes the estimated amounts payable under the LTIP Plans assuming the performance conditions will be satisfied

at the time of vesting. For accounting purposes, these amounts are recognised as expense over the vesting period. Note that a proportion of these

amounts will be forfeited if the proposed new incentive plan is adopted.

Information about Non-Executive Director remuneration is provided in Section 5 Non-Executive Director Remuneration.

During the year, the former Managing Director Ross Barker had 14,205 performance shares vest at a value of $128,302 and forfeited 1,948 at a value

of $19,902. Mr Barker no longer has any outstanding performance shares available for vesting.

2. Structure of Remuneration

2.1 Fixed Annual Remuneration (FAR)

The FAR component of an executive’s remuneration comprises base salary, superannuation guarantee contributions and fringe

benefits. Executives can elect to receive a portion of their FAR in the form of additional superannuation contributions or fringe benefits.

This will not affect the gross amount payable by the Group.

22Australian Foundation Investment Company Limited Annual Report 2022

2.2 Annual Incentive
Table 5 below outlines the key terms and conditions of the Annual Incentive plan.

Table 5: Annual Incentives – Key Terms and Conditions

Managing DirectorOther Executives

Targeted % of FAR 80 per cent35 per cent

ObjectivesAlign remuneration with the creation of shareholder wealth over the past year and over a longer period.

Measures reflect the management of the Group and the other investment companies, as well as the

key investment returns that reflect the creation of shareholder wealth.

Performance measures• Company performance (20 per cent); Investment performance (60 per cent); Personal objectives

(20 per cent)

• See Table 11 for more details

Relative weightings of investment

companies for investment and

company-related performance

AFIC: 40 per cent

Djerriwarrh Investments Limited: 16 per cent

AMCIL Limited: 12 per cent

Mirrabooka Investments Limited: 12 per cent

Personal objectives: 20 per cent (allocated on same basis as FAR)

Delivery of awardIncentive is paid in cash, but 25 per cent of the pre-tax amount received is used by recipients

to acquire shares in AFIC and/or the other investment companies which they agree to hold for

minimum of four years.

Performance measured in 2022One and 10-year measures either not achieved or partially achieved. All other measures achieved.

Outcomes for 2022

(see Table 10 for details)

66 per centAverage 66 per cent

The performance measures of each Annual Incentive plan are reviewed by the Remuneration Committee. The Committee may,

from time to time, revise the performance conditions and weightings in order to better meet the objectives of the Annual Incentive

policies. They may also change or suspend any part of the incentive payment arrangements. If relevant targets are not achieved but

performance is close to the target, some of the incentive may be paid. This would be noted as ‘partially achieved’ in Table 2. Where

stretch levels of performance are achieved above target, then higher amounts may be paid at the discretion of the Board. To date,

total Annual Incentives paid to each executive have never exceeded target.

For more detailed information about the Annual Incentive performance conditions and outcomes for 2022 please refer to Section B

Annual Incentives: Details of Outcomes and Conditions in the Appendix.

2.3 Long Term Incentive Plans (LTIP)

Table 6 outlines the purpose and the key terms and conditions of the plan.

Table 6: Long Term Incentives – Key Terms and Conditions

Executive LTIP

(Performance Rights)

Target 20 per cent of FAR for the Managing Director, 15 per cent for other Executives

ObjectivesAlign remuneration with growth in shareholder wealth over a forward-looking period of four years.

Reward outperformance.

Performance measuresSee Table 15 in the Appendix for details.

Performance for awards

tested in 2022 (Table 3)

2017– 2021: 88 per cent vested (see Table 3).

For more detailed information about the LTI plan and its performance conditions, including vesting schedules, please refer to Section C

Long Term Incentives: Details of Outcomes and Conditions in the Appendix. Note that the Directors are currently proposing that the LTIP

be amalgamated with the Annual Incentive into a single Executive Incentive Plan from 1 July 2022 onwards – see Section E. For details

of the previous Investment Team Long Term Incentive Plan that Mark Freeman was a participant in for the previous corresponding

period, please see the 2021 Annual Report, available on the Company’s website (afi.com.au).

23Australian Foundation Investment Company Limited Annual Report 2022

Remuneration Report
continued

3. Executive Remuneration Expense

This section discloses the remuneration expense recognised under accounting standards for each executive (Table 7). These amounts

are different to the remuneration outcomes disclosed in Table 4 as noted in that table.

Table 7: Remuneration Expense

Short Term

Post-

employment

Total Fixed

Remuneration

$

Short Term

Long Term

Share-based

Payments

Base Salary

$

Super-

annuation

$

Annual

Incentives

$

LTI Cash-

settled*

$

Other

Long Term

Payments*

$

Total

Remuneration

$

%

Fixed/

Performance

Related

Mark Freeman – Managing Director

2022856,84027,500884,340468,346271,066-1,623,75254%/46%

2021859,34025,000884,340409,538282,468(120,224)1,456,12261%/39%

Andrew Porter – Chief Financial Officer

2022679,97227,500707,472161,940115,976-985,38872%/28%

2021668,60025,000693,600190,976107,598-992,17470%/30%

Geoff Driver – General Manager – Business Development and Investor Relations

2022555,12427,500582,624134,17895,517-812,31972%/28%

2021546,20025,000571,200158,47488,423-818,09770%/30%

Matthew Rowe – Company Secretary

2022281,50027,500309,00070,62248,716-428,33872%/28%

2021275,47624,524300,00083,14248,345-431,48770%/30%

* Includes amounts credited for non-vesting.

4. Contract Terms

Each Executive is employed under an open-ended contract, the terms of which can be varied by mutual agreement. There are no

contractual provisions for cessation of employment other than statutory requirements. Either the Company or the Executive can give

notice in accordance with statutory requirements. There are no specific payments to be made as a consequence of termination beyond

those required by statute. Should there be any payments, these will be at the Board’s discretion.

Material breaches of the terms of employment will normally result in the termination of an Executive’s employment.

5. Non-Executive Director Remuneration

Shareholders approve the maximum aggregate amount of remuneration per year available to be allocated between Non-Executive

Directors (NEDs). In proposing the amount for consideration by shareholders, the Remuneration Committee takes into account the time

demands made on Directors together with such factors as the general level of fees paid to Australian corporate Directors.

For NEDs, who are charged with the responsibility of oversight of the Company’s activities, a fixed annual fee is paid with no element

of performance-related pay.

The amount approved at the AGM in October 2019 was $1,250,000 per annum, which is the maximum amount that may be paid in total

to all NEDs. Retirement allowances for Directors were frozen at 30 June 2004.

On appointment, the Company enters into a deed of access and indemnity with each NED. There are no termination payments due

at the cessation of office, and any Director may retire or resign from the Board, or be removed by a resolution of shareholders.

The amounts paid to each NED, and the figures for the corresponding period, are set out in Table 8.

24Australian Foundation Investment Company Limited Annual Report 2022

Table 8: Non-Executive Director Remuneration
Primary (Fee/

Base Salary)

$

Post-

employment

(Superannuation)

$

Total

Remuneration

$

J Paterson – Chairman

2022195,4554,545200,000

2021179,22217,028196,250

RE Barker – Non-Executive Director (retired 30 June 2021)

202189,6118,51498,125

RP Dee-Bradbury – Non-Executive Director

202295,4554,545100,000

202196,0102,11598,125

CM Drummond – Non-Executive Director (appointed 1 July 2021)

202290,9099,091100,000

JA Fahey – Non-Executive Director (appointed 22 April 2021)

202290,9099,091100,000

202117,5621,66819,230

GR Liebelt – Non-Executive Director

202297,7272,273100,000

202198,125-98,125

DA Peever – Non-Executive Director

202290,9099,091100,000

202189,6118,51498,125

CM Walter AM – Non-Executive Director

202290,9099,091100,000

202189,6118,51498,125

PJ Williams – Non-Executive Director

202290,9099,091100,000

202189,6118,51498,125

Total remuneration of Non-Executive Directors

2022843,18256,818900,000

2021749,36354,867804,230

Amounts Payable on Retirement

The amounts payable to the current NEDs who were in office at 30 June 2004, which will be paid when they retire, are set out in Table 9.

These amounts were expensed in prior years as the retirement allowances accrued.

Table 9: Non-Executive Director Retirement Allowance

Amount Payable on Retirement

$

CM Walter AM 42,385

Total42,385

25Australian Foundation Investment Company Limited Annual Report 2022

Remuneration Report
continued

Appendix

A. Remuneration Governance

Responsibilities of the Board and the Remuneration Committee

It is the Board’s responsibility to review and approve the recommendations of the Remuneration Committee.

For more information, the Charter of the Board is available on the Company’s website.

The Remuneration Committee’s primary responsibilities include:

• reviewing the level of fees for NEDs and the Chairman;

• reviewing the Managing Director’s remuneration arrangements;

• evaluating the Managing Director’s performance;

• reviewing the remuneration arrangements for other Senior Executives;

• monitoring legislative developments with regards to Executive remuneration; and

• monitoring the Group’s compliance with requirements in this area.

For more information, the Charter of the Remuneration Committee is available on the Company’s website.

The Remuneration Committee is composed of three NEDs (GR Liebelt (Chairman), J Paterson and CM Walter AM) and meets at least

twice per year.

Policy on Hedging

The Company provides no lending or leveraging arrangements to its executives, who are prohibited by Company policy from entering

into hedging arrangements that mitigate the possibility that ‘at risk’ incentive payments may not vest.

Use of Remuneration Consultants

The Managing Director makes recommendations to the Remuneration Committee with regards to the remuneration levels and structure

of the KMP.

Ernst & Young review the calculations used in determining the vesting of awards and certifies them as being correct and in accordance

with the terms and conditions of the ELTIP.

Ernst & Young were paid $7,365 (inclusive of GST) during the year ended 30 June 2022 for other general remuneration advice which

consisted of verifying the calculations used for the vesting of the ELTIP (2021: $17,510) and during the year the Group also paid

$162,063 for other professional advice received which included acting as the internal auditor for AICS and general taxation and

accountancy advice, including advice on the format and layout of the Remuneration Report (2021: $166,683) (all including GST).

Ernst & Young were remunerated on an invoiced basis, based on work performed.

The Company also participates in the annual McLagan and FIRG surveys of fund managers to understand current remuneration levels

and practices.

B. Annual Incentives: Details of Outcomes and Conditions

Table 10 below shows the Annual Incentives paid to individual executives as a result of AFIC’s and the other investment companies’

performance on financial metrics and the individual’s achievement of their own personal objectives. Table 11 sets out the detailed

terms and conditions of the Annual Incentives. For a high-level summary see Section 2.2 and Table 5.

Table 10: Annual Incentive Outcomes

Executive% of Target Paid$ Paid

% of Target

Forfeited$ Forfeited

Mark Freeman66.2%468,34633.8%239,126

Geoff Driver65.8%134,17834.2%69,740

Matthew Rowe65.3%70,62234.7%37,528

Andrew Porter65.4%161,94034.6%85,675

26Australian Foundation Investment Company Limited Annual Report 2022

Table 11: Executive Annual Incentive Performance Conditions
Performance Areas

and Relative WeightingPerformance MeasuresPurpose of Measure

Company performance (20 per cent)

The relevant weightings of the

investment companies are:

• AFIC: 50 per cent

• Djerriwarrh Investments Limited:

20 per cent

• AMCIL Limited: 15 per cent

• Mirrabooka Investments Limited:

15 per cent

• Operating result and dividend growth

– measured against prior years.

• Management expense ratio (MER):

at Board discretion, generally measured

against prior years’ results.

• Dividend yield (DJW only).

• Net operating result reflects the ability of the

Company to meet its stated aim of ‘paying out

dividends which, over time, grow faster than

the rate of inflation.’ The dividends of both MIR

and AMH vary from year to year and is not a key

objective for those companies. This metric is thus

not considered appropriate for them.

• MER reflects the costs of running the Company.

• Maintaining a dividend yield being above the

market’s is an important object for DJW.

Investment performance (60 per cent)

The relevant weightings of the

investment companies are:

• AFIC: 50 per cent

• Djerriwarrh Investments Limited:

20 per cent

• AMCIL Limited: 15 per cent

• Mirrabooka Investments Limited:

15 per cent

• Relative investment return: measure

of the return on the portfolio invested

(including cash) over the previous one,

three, five and 10 years, relative to

the S&P/ASX 200 Accumulation Index

(Combined S&P/ASX Mid Cap 50 and

Small Ordinaries for Mirrabooka and

modified S&P/ASX 200 Accumulation

Index for Djerriwarrh).

• Grossed-up return (GR): measure of

the movement in the net asset backing

of the Company (per share) plus the

dividends assumed to be reinvested

grossed up for franking credits over the

previous one, three, five and 10 years.

This return is compared to the S&P/ASX

200 Accumulation Index grossed up for

franking credits (Combined S&P/ASX

Mid Cap 50 and Small Ordinaries for

Mirrabooka and modified S&P/ASX 200

Accumulation Index for Djerriwarrh).

The Board considers that the metrics used reflect,

over the medium to long term, the stated objectives

of the Company, namely ‘to provide attractive total

returns and pay dividends, which, over time, grow

faster than the rate of inflation’.

• Investment return: reflects the returns generated

by the mix of the investments that the Company

has invested in. These reflect the value added to

shareholders’ wealth by the investment decisions

of the Company.

• Grossed-up return (GR): reflects the movement

in the value of the underlying portfolio over the

period with the additional recognition of the

importance of franking credits.

Note: The Remuneration Committee has discretion

to determine, at the time of the review, what it

considers to be the appropriate level of return

to be used.

Personal objectives (20 per cent)

These costs are allocated to AFIC

and to the LICs on the same

proportion as the FAR

Includes:

• advice to the Board;

• succession planning;

• management of staff;

• risk management; and

• shareholder stewardship.

These measures all contribute to the

efficient running of the Group, and the

other investment companies, enhancing

investment outcomes.

Personal objectives are included in incentive

calculations to encourage out-performance on

non-financial metrics. These metrics can be

important determinants of business success in

the medium term. The Managing Director reviews

the performance of each Executive with the

Remuneration Committee, and the Remuneration

Committee alone determines how the Managing

Director is performing against these objectives.

50 per cent is awarded based on the individual’s

capability and improvement and 50 per cent on

alignment with the Company’s values and culture.

27Australian Foundation Investment Company Limited Annual Report 2022

Remuneration Report
continued

C. Long Term Incentives: Details of Outcomes and Conditions

This section shows the outstanding cash bonuses under the ELTIP (Table 12). It also explains the detailed terms and conditions of the

Plan that are currently in operation (Table 13). For a high-level overview see Section 2.3 of the main body of the Remuneration Report.

Table 12: Vesting of ELTIP and Investment Team LTI

ELTIP

Award Date

Vesting Date

Subject to

Performance

Hurdles

Value at

Award Date

$

Number

of Rights

Awarded

Value

Per Right

$

Award Vested

for the Year

Number of

Rights/%

Value Yet to Vest

30 June 2022

$

Mark Freeman – Managing Director (from 1 January 2018)

1 Jan 201830 June 2021$85,00014,765$5.75712,984/87.9%-

1 July 201830 June 2022$170,00027,974$6.077-$245,976

1 July 201930 June 2023$173,40028,217$6.145-$238,997

1 July 202030 June 2024$176,86829,125$6.073-$237,480

1 July 202130 June 2025$176,86823,160$7.637-$182,156

$904,609

Andrew Porter – Chief Financial Officer

1 July 201730 June 2021$98,01617,026$5.75714,973/87.9%

1 July 201830 June 2022$99,97616,451$6.077-$144,245

1 July 201930 June 2023$102,00016,598$6.145-$140,587

1 July 202030 June 2024$104,04017,132$6.073-$139,695

1 July 202130 June 2025$106,12113,896$7.637-$109,294

$533,821

Geoff Driver – General Manager – Business Development and Investor Relations

1 July 201730 June 2021$80,76514,030$5.75712,338/87.9%

1 July 201830 June 2022$82,38013,556$6.077-$118,858

1 July 201930 June 2023$84,00013,669$6.145-$115,777

J July 202030 June 2024$85,68014,109$6.073-$115,043

1 July 202130 June 2025$87,39411,444$7.637-$90,007

$439,685

Matthew Rowe – Company Secretary

1 July 201730 June 2021$35,2506,123$5.7575,385/87.9%

1 July 201830 June 2022$37,8006,220$6.077-$54,538

1 July 201930 June 2023$41,2506,713$6.145-$56,855

1 July 202030 June 2024$45,0007,410$6.073-$60,422

1 July 202130 June 2025$46,3506,069$7.637-$47,736

$219,551

See Table 4 for actual amounts vested and Table 3 for details of vesting calculations.

The value of the outstanding ELTIP performance rights as in the table above was estimated at 30 June 2022 using the Total Shareholder

Return (TSR – which includes dividends reinvested) based on a closing price on 30 June 2022 of AFI shares of $7.51 (the TSR for AFI

at 30 June 2022 was 44.3 per cent p.a. for four years, 37.8 per cent p.a. for three years, 34.3 per cent for two years and 3.0 per cent

for one year).

Actual amounts awarded may vary from this amount, depending on performance over the four-year vesting period.

During the year, 68.9 per cent of the 2017– 2021 Investment Team Long Term Incentive that vested in the prior year was paid

to Mr Freeman.

28Australian Foundation Investment Company Limited Annual Report 2022

Table 13: Long Term Incentive Plans
ELTIP (Performance Rights)

Nature of grantRights to receive cash that must then be used (after tax) by the executives to acquire AFIC shares on market.

Performance conditions1. Total gross shareholder return (50 per cent): the movement in the AFIC share price, grossed up to reflect

the value of franking credits. This is compared to that of the market such that only outperformance is

rewarded. Outperformance of this index over time should be an indicator of the value added by the

Company to shareholders’ wealth. Both the Company’s return and the index return are smoothed over

30 days to remove excess volatility.

2. Total portfolio return (50 per cent): the movement in the net asset backing of the Company (per share)

plus the dividends paid by the Company reinvested. This compares AFIC’s investment performance

against that of other fund managers (based on the Mercer Investment Consulting Survey of Australian

Retail Fund Managers which provides the industry benchmark of funds management performance over

the relevant period), so that only outperformance relative to its peers is rewarded.

Note that from the 2020 – 2024 Plan onwards total gross shareholder return will be the only performance

condition. This is balanced by the removal of TSR from the Annual Incentive performance conditions.

Vesting schedule: total

gross shareholder return

Company performance relative to gross

accumulation indexPercentage of rights vesting

Underperformance 0 per cent

< or = 20 per cent outperformanceStraight line between 25 per cent and 50 per cent

> 20 per cent outperformance50 per cent

Vesting schedule:

total portfolio return

Company performance Percentage of rights vesting

Less than median performance0 per cent

Median to < or = 75th percentileStraight line between 25 per cent and 50 per cent

> 75 per cent percentile50 per cent

Valuation of

performance rights

At 1 July each year, the 30-day volume weighted average price of AFIC shares up to, but not including

1 July will be calculated. The amount of ELTIP available will then be divided by this average price to

determine the number of performance rights that may vest in four years’ time.

The value of the performance rights will be adjusted each year by the total shareholder return for the year,

calculated based on the 30-day volume weighted average price of AFIC shares up to 1 July. At vesting time,

the value of the performance rights that will vest is converted to cash, based on the value of the rights

at that time.

Accounting treatmentUnder current accounting standards, the ELTIP scheme is classified as a cash-settled scheme. The

expected amount payable upon vesting must therefore be estimated each year and adjusted not only

for the likelihood of vesting but also for changes in the value of the performance rights. In the first year,

25 per cent of the expected amount payable will be booked as an expense. At the end of the second year,

50 per cent of the new expected final value less the amount booked in the previous year will be booked.

At the end of the third year, 75 per cent of the total estimated final value less amounts previously expensed

will be booked. At the end of the fourth year, the actual liability will be calculated and a balancing

adjustment made.

For details of Incentive Plans that vested or were awarded in the comparative year, please see the 2021 Annual Report, available on the

Company’s website.

29Australian Foundation Investment Company Limited Annual Report 2022

Remuneration Report
continued

D. Directors and Executives: Equity Holdings and Other Transactions

Table 14 sets out reconciliations of shares issued by the Group and held directly, indirectly or beneficially by Non-Executive Directors

and Executives of the Group, or by entities to which they were related.

Table 14: Shareholdings of Directors and Executives

Opening

Balance

Changes

During Year

Closing

Balance

J Paterson615,332-615,332

RM Freeman160,1827,842168,024

RP Dee-Bradbury14,41324914,662

CM Drummondn/a38913,271

JA Fahey-1,2421,242

GR Liebelt527,708-527,708

DA Peever32,59198533,576

CM Walter366,80611,086377,892

PJ Williams49,756-49,756

GN Driver143,0897,438150,527

MJ Rowe5,7053,2778,982

AJB Porter176,3169,050185,366

CM Drummond became a Director on 1 July and therefore is not included in the opening balance which are at 30 June 2021.

Other Arrangements With Non-Executive Directors

Non-Executive Directors Craig Drummond, John Paterson and Catherine Walter have rented office space and, for John Paterson,

a parking space from the Group at commercial rates during the year. Sub-lease rental income (included in revenue) received or

receivable, including GST, by the Group during the year was:

Rental Income

Received/Receivable

$

CM Drummond11,263

J Paterson29,802

CM Walter15,941

E. Proposed Changes to the Incentive Scheme

The Directors propose a simplification of the Executive Incentive Schemes that would involve merging the Executive Long Term

Inventive Plan and the Annual Incentive Plan into a single Executive Incentive Plan.

The new plan will retain the performance measurements currently utilised in the Annual Incentive Plan with the addition of a reward/risk

component which will be measured over five years and compared to the Mercer Reward/Risk Survey of Australian fund managers.

It is important to note that therefore 50 per cent of the available incentive under the new scheme will be long term in nature

(and will be described as such in the Annual Report), as it measures investment performance over more than one year.

The remaining 50 per cent will be 20 per cent based on personal metrics for each Executive (as is currently the case) and 30 per cent

based on an annual scheme looking at investment performance and other financial metrics over a single year (but for the operating

earnings per share and MER measures to be reviewed in the context of longer term trends).

The Executive Incentive Scheme will be paid in cash, as is currently the case with the Annual Incentive Plan. It also remains the case

that Executives will be required to use 25 per cent of the pre-tax amount of any incentive that vests to purchase shares in AFIC and/or

the other LICs. Executives will be expected over time to build and to maintain an appropriate holding in not only AFIC shares but also

in shares in the other LICs to which AICS provides services.

The Directors consider that the scheme allows for sufficient ‘clawback’ in the case of a material misstatement of the Group’s financial

statements or in any other case where the Board considers that such remuneration would be an ‘inappropriate benefit’. In such

instances, the Board reserves the right to clawback some or all of the Executive’s proposed performance-based remuneration.

30Australian Foundation Investment Company Limited Annual Report 2022

The Directors, in their absolute discretion, may then take such clawback actions as they deem necessary or appropriate to address
the events that give rise to an ‘inappropriate benefit’. Such actions may include:

1. cancelling or requiring the forfeiture of some or all of the Executive’s incentive payments;

2. adjusting the Executive’s future performance-based remuneration;

3. dismissing the Executive and/or initiating legal action; and/or

4. any other action the Directors consider appropriate.

The Directors are not required to show loss to the Company in order to determine that an ‘inappropriate benefit’ should be subject

to clawback.

F. Detailed Performance Measures by Investment Company

Table 15 on the following page shows the performance of AFIC and the other investment companies over the past five years, including

details of total shareholder return (TSR), total portfolio return (TPR) and gross return (GR). These measures, which represent growth

in shareholder wealth, are used in part to determine the vesting of AFIC’s incentive plans to executives and the investment team.

Table 15: Detailed Performance Measures for AFIC and the Other Investment Companies

Year Ending 30 June

10-year

Return

5-year

Return

4-year

Return

3-year

Return 20222021202020192018

Comparative returns

S&P/ASX 200 Accumulation Return9.29%6.83%5.33%3.34%-6.47%27.80%-7.7%11.6%13.0%

Modified S&P/ASX 200 Accumulation*8.75%6.83%5.33%3.34%-6.47%21.71%---

Gross S&P/ASX 200 Accumulation Return10.86%8.26%6.72%4.58%-5.12%29.12%-6.6%13.4%14.6%

Modified Gross S&P/ASX 200

Accumulation Return*9.85%8.03%6.72%4.58%-5.12%22.64%---

Combined S&P/ASX Mid Cap 50 and

Small Ordinaries Accumulation Return

(used for Mirrabooka Investments Limited)8.86%6.67%3.72%4.02%-14.06%34.42%-2.6%2.8%19.3%

Gross Combined S&P/ASX Mid Cap 50

and Small Ordinaries Accumulation

Return (used for Mirrabooka

Investments Limited)9.80%7.49%4.47%4.70%-13.52%35.22%-1.9%3.8%20.4%

Yield on S&P/ASX 200 grossed up for

franking creditsn/an/an/an/a5.1%2.9%5.8%5.2%5.2%

Australian Foundation Investment Company Limited

Total gross shareholder return12.24%11.26%11.03%11.64%0.09%35.17%1.2%6.9%10.3%

Growth in net operating result per sharen/an/an/an/a44.0%-3.0%-41.5%44.1%9.6%

Management expense ration/an/an/an/a0.16%0.14%0.13%0.13%0.14%

Gross return10.51%8.38%7.33%6.01%-6.78%31.92%-3.1%11.4%12.7%

Investment return9.15%7.24%6.27%5.12%-7.08%30.28%-4.1%9.8%11.3%

Djerriwarrh Investments Limited

Growth in net operating profit per sharen/an/an/an/a30.9%-4.5%-26.0%3.7%5.7%

Management expense ration/an/an/an/a0.45%0.45%0.45%0.43%0.44%

Gross return8.56%5.51%4.02%2.36%-6.51%29.58%-11.5%9.1%11.7%

Investment return7.01%4.33%3.20%2.03%-6.21%25.83%-10.0%6.8%9.7%

Gross yield on NTA at end of June n/an/an/an/a6.5%4.7%5.6%8.6%8.6%

Mirrabooka Investments Limited

Management expense ration/an/an/an/a0.46%0.50%0.63%0.61%0.60%

Gross return12.72%9.74%7.86%8.54%-20.87%50.92%7.1%5.9%17.3%

Investment return12.52%9.36%7.81%8.84%-19.04%49.80%6.3%4.8%16.0%

AMCIL Limited

Management expense ration/an/an/an/a0.52%0.56%0.66%0.72%0.69%

Gross return10.31%8.22%6.79%6.72%-14.31%31.76%7.6%7.0%13.9%

Investment return10.57%8.75%7.49%8.07%-12.40%34.36%7.2%5.8%14.0%

* Note that the modified S&P/ASX 200 Index is used for the Djerriwarrh figures to take into account the effect that option writing has on the investment

return. It is a new measure and has not been calculated individually for prior years.

31Australian Foundation Investment Company Limited Annual Report 2022

Details of non-audit services performed by the auditors may be found in Note F2 of the Financial Report.
The Board of Directors has considered the position and, in accordance with the advice received from the Audit Committee, is satisfied

that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the

Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not

compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

• all non-audit services have been reviewed by the Audit Committee to ensure they do not impact the impartiality and objectivity

of the auditor; and

• none of the services undermine the general principles relating to auditor independence as set out in the Corporations Act 2001

including reviewing or auditing the auditor’s own work, acting in a management or a decision-making capacity for the Company,

acting as advocate for the Company, or jointly sharing economic risk and rewards.

A copy of the Auditor’s Independence Declaration is set out on page 33.

This report is made in accordance with a resolution of the Directors.

John Paterson

Chairman

25 July 2022

Non-audit Services

32Australian Foundation Investment Company Limited Annual Report 2022

Auditor’s Independence Declaration
33Australian Foundation Investment Company Limited Annual Report 2022

FINANCIAL STATEMENTS
34 FINANCIAL

STATEMENTS

35 Consolidated Income Statement

36 Consolidated Statement of

Comprehensive Income

37 Consolidated Balance Sheet

38 Consolidated Statement of

Changes in Equity

40 Consolidated Cash

Flow Statement


41 NOTES TO

THE FINANCIAL

STATEMENTS

41 A. Understanding AFIC’s

Financial Performance

41 A1. How AFIC Manages

its Capital

41 A2. Investments Held and How

They Are Measured

42 A3. Operating Income

43 A4. Dividends Paid

44 A5. Earnings Per Share

45 B. Costs, Tax and Risk

45 B1. Management Costs

45 B2. Tax

46 B3. Risk

48 C. Unrecognised Items

48 C1. Contingencies

49 D. Balance Sheet

Reconciliations

49 D1. Current Assets – Cash

49 D2. Credit Facilities

49 D3. Revaluation Reserve

50 D4. Realised Capital

Gains Reserve

50 D5. Retained Profits

50 D6. Share Capital

51 E. Income Statement

Reconciliations

51 E1. Reconciliation of Net Cash

Flows From Operating

Activities to Profit

51 E2. Tax Reconciliations

52 F. Further Information

52 F1. Related Parties

52 F2. Remuneration of Auditors

53 F3. Segment Reporting

53 F4. Summary of Other

Accounting Policies

55 F5. Performance Bond

55 F6. Share-based Payments

56 F7. Principles of Consolidation

56 F8. Subsidiaries

57 F9. Lease Commitments

57 F10. Parent Entity

Financial Information

Annual Report 202234Australian Foundation Investment Company Limited

Consolidated Income Statement
For the Year Ended 30 June 2022

Note

2022

$’000

2021

$’000

Dividends and distributionsA3388,492257,874

Interest income from depositsA361116

Other revenueA34,8714,831

Total revenue393,424262,821

Net gains/(losses) on trading portfolio A36292,472

Income from operating activities394,053265,293

Finance costs(845)(1,831)

Administration expensesB1(19,165)(15,509)

Profit before income tax expense374,043247,953

Income tax expenseB2, E2(13,486)(12,858)

Profit for the year360,557235,095

Profit is attributable to:

Equity holders of Australian Foundation Investment Company Ltd360,537234,651

Minority interest20444

360,557235,095

CentsCents

Basic earnings per shareA529.4019.28

This Income Statement should be read in conjunction with the accompanying notes.

35Australian Foundation Investment Company Limited Annual Report 2022

Year to 30 June 2022Year to 30 June 2021
Revenue

1


$’000

Capital

1


$’000

Total

$’000

Revenue

1


$’000

Capital

1


$’000

Total

$’000

Profit for the year360,557-360,557235,095-235,095

Other comprehensive income

Items that will not be recycled through

the Income Statement

Gains/(losses) for the period -(1,008,188)(1,008,188)-1,881,2611,881,261

Tax on above-300,219300,219-(575,865)(575,865)

Total other comprehensive income-(707,969)(707,969)-1,305,3961,305,396

Total comprehensive income 360,557(707,969)(347,412)235,0951,305,3961,540,491

1. ‘Capital’ includes realised or unrealised gains or losses (and the tax on those) on securities in the investment portfolio, including non-equity

investments held in the investment portfolio. Income in the form of distributions and dividends is recorded as ‘Revenue’. All other items,

including expenses, are included in Profit for the year, which is categorised under ‘Revenue’.

Total comprehensive income is attributable to:

Year to 30 June 2022Year to 30 June 2021

Revenue

$’000

Capital

$’000

Total

$’000

Revenue

$’000

Capital

$’000

Total

$’000

Equity holders of Australian Foundation

Investment Company Ltd360,537(707,969)(347,432)234,6511,305,3961,540,047

Minority interests20-20444-444

360,557(707,969)(347,412)235,0951,305,3961,540,491

This Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

Consolidated Statement of Comprehensive Income

For the Year Ended 30 June 2022

36Australian Foundation Investment Company Limited Annual Report 2022

Note
2022

$’000

2021

$’000

Current assets

Cash D1144,61997,122

Receivables36,59840,011

Trading portfolio4,9794,745

Total current assets186,196141,878

Non-current assets

Investment portfolioA28,082,5138,973,080

Deferred tax assets-59

Total non-current assets8,082,5138,973,139

Total assets8,268,7099,115,017

Current liabilities

Payables28,6881,020

Borrowings – bank debt10,000-

Tax payable62,56712,621

Provisions6,1145,235

Total current liabilities107,36918,876

Non-current liabilities

Provisions896888

Deferred tax liabilities – other503-

Deferred tax liabilities – investment portfolioB21,169,4521,536,231

Total non-current liabilities1,170,8511,537,119

Total liabilities1,278,2201,555,995

Net assets6,990,4897,559,022

Shareholders’ equity

Share capitalA1, D63,070,1633,007,730

Revaluation reserveA1, D32,556,4663,394,297

Realised capital gains reserveA1, D4510,503416,071

General reserveA123,63723,637

Retained profitsA1, D5828,634716,221

Parent entity interest6,989,4037,557,956

Minority interest1,0861,066

Total equity6,990,4897,559,022

This Balance Sheet should be read in conjunction with the accompanying notes.

Consolidated Balance Sheet

As at 30 June 2022

37Australian Foundation Investment Company Limited Annual Report 2022

Year Ended 30 June 2022Note
Share

Capital

$’000

Revaluation

Reserve

$’000

Realised

Capital Gains

$’000

General

Reserve

$’000

Retained

Profits

$’000

Total

Parent Entity

$’000

Minority

Interest

$’000

Total

$’000

Total equity at the beginning of the year3,007,7303,394,297416,07123,637716,2217,557,9561,0667,559,022

Dividends paid to shareholdersA4--(35,430)-(248,124)(283,554)-(283,554)

Dividend Reinvestment PlanD662,584----62,584-62,584

Other share capital adjustments(151)----(151)-(151)

Total transactions with shareholders62,433-(35,430)-(248,124)(221,121)-(221,121)

Profit for the year----360,537360,53720360,557

Other comprehensive income (net of tax)

Net losses for the period-(707,969)

---(707,969)-(707,969)

Other comprehensive income for the year-(707,969)---(707,969)-(707,969)

Transfer to realised capital gains of cumulative gains on investments sold-(129,862)129,862-----

Total equity at the end of the year3,070,1632,556,466510,50323,637828,6346,989,4031,0866,990,489

Year Ended 30 June 2021Note

Share

Capital

$’000

Revaluation

Reserve

$’000

Realised

Capital Gains

$’000

General

Reserve

$’000

Retained

Profits

$’000

Total

Parent Entity

$’000

Minority

Interest

$’000

Total

$’000

Total equity at the beginning of the year2,947,2432,166,030397,71223,637705,2736,239,8956226,240,517

Dividends paid to shareholdersA4--(58,770)-(223,703)(282,473)-(282,473)

Dividend Reinvestment PlanD660,632----60,632-60,632

Other share capital adjustments(145)----(145)-(145)

Total transactions with shareholders60,487-(58,770)-(223,703)(221,986)-(221,986)

Profit for the year----234,651234,651444235,095

Other comprehensive income (net of tax)

Net gains for the period-1,305,396

---1,305,396-1,305,396

Other comprehensive income for the year-1,305,396---1,305,396-1,305,396

Transfer to realised capital gains of cumulative gains on investments sold-(77,129)77,129-----

Total equity at the end of the year3,007,7303,394,297416,07123,637716,2217,557,9561,0667,559,022

This Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity

For the Year Ended 30 June 2022

38Australian Foundation Investment Company Limited Annual Report 2022

Year Ended 30 June 2022Note
Share

Capital

$’000

Revaluation

Reserve

$’000

Realised

Capital Gains

$’000

General

Reserve

$’000

Retained

Profits

$’000

Total

Parent Entity

$’000

Minority

Interest

$’000

Total

$’000

Total equity at the beginning of the year3,007,7303,394,297416,07123,637716,2217,557,9561,0667,559,022

Dividends paid to shareholdersA4--(35,430)-(248,124)(283,554)-(283,554)

Dividend Reinvestment PlanD662,584----62,584-62,584

Other share capital adjustments(151)----(151)-(151)

Total transactions with shareholders62,433-(35,430)-(248,124)(221,121)-(221,121)

Profit for the year----360,537360,53720360,557

Other comprehensive income (net of tax)

Net losses for the period-(707,969)

---(707,969)-(707,969)

Other comprehensive income for the year-(707,969)---(707,969)-(707,969)

Transfer to realised capital gains of cumulative gains on investments sold-(129,862)129,862-----

Total equity at the end of the year3,070,1632,556,466510,50323,637828,6346,989,4031,0866,990,489

Year Ended 30 June 2021Note

Share

Capital

$’000

Revaluation

Reserve

$’000

Realised

Capital Gains

$’000

General

Reserve

$’000

Retained

Profits

$’000

Total

Parent Entity

$’000

Minority

Interest

$’000

Total

$’000

Total equity at the beginning of the year2,947,2432,166,030397,71223,637705,2736,239,8956226,240,517

Dividends paid to shareholdersA4--(58,770)-(223,703)(282,473)-(282,473)

Dividend Reinvestment PlanD660,632----60,632-60,632

Other share capital adjustments(145)----(145)-(145)

Total transactions with shareholders60,487-(58,770)-(223,703)(221,986)-(221,986)

Profit for the year----234,651234,651444235,095

Other comprehensive income (net of tax)

Net gains for the period-1,305,396

---1,305,396-1,305,396

Other comprehensive income for the year-1,305,396---1,305,396-1,305,396

Transfer to realised capital gains of cumulative gains on investments sold-(77,129)77,129-----

Total equity at the end of the year3,007,7303,394,297416,07123,637716,2217,557,9561,0667,559,022

This Statement of Changes in Equity should be read in conjunction with the accompanying notes.

39Australian Foundation Investment Company Limited Annual Report 2022

Note
2022

$’000

Inflows/

(Outflows)

2021

$’000

Inflows/

(Outflow)

Cash flows from operating activities

Sales from trading portfolio 20,88814,776

Purchases for trading portfolio (1,860)(1,297)

Interest received61116

Dividends and distributions received287,431196,351

306,520209,946

Other receipts4,9624,878

Administration expenses(18,383)(15,445)

Finance costs paid(845)(1,831)

Taxes paid(14,489)(18,781)

Net cash inflow/(outflow) from operating activitiesE1277,765178,767

Cash flows from investing activities

Sales from investment portfolio657,117469,102

Purchases for investment portfolio (662,366)(416,321)

Taxes paid on sales from investment portfolio(13,945)(23,798)

Net cash inflow/(outflow) from investing activities(19,194)28,983

Cash flows from financing activities

Net bank borrowings10,000-

Share issue transaction costs(151)(145)

Dividends paid(220,923)(221,801)

Net cash inflow/(outflow) from financing activities(211,074)(221,946)

Net increase/(decrease) in cash held47,497(14,196)

Cash at the beginning of the year97,122111,318

Cash at the end of the yearD1144,61997,122

For the purpose of the Cash Flow Statement, ‘cash’ includes cash and deposits held at call.

This Cash Flow Statement should be read in conjunction with the accompanying notes.

Consolidated Cash Flow Statement

For the Year Ended 30 June 2022

40Australian Foundation Investment Company Limited Annual Report 2022

A. Understanding AFIC’s Financial Performance
A1. How AFIC Manages its Capital

AFIC’s objective is to provide shareholders with attractive investment returns through access to a growing stream of fully franked

dividends and enhancement of capital invested.

AFIC recognises that its capital will fluctuate with market conditions. In order to manage those fluctuations, the Board may adjust

the amount of dividends paid, issue new shares, buy back the Company’s shares or sell assets.

AFIC’s capital consists of its shareholders’ equity plus any net borrowings. A summary of the balances in equity is provided below:

2022

$’000

2021

$’000

Share capital3,070,1633,007,730

Revaluation reserve2,556,4663,394,297

Realised capital gains reserve510,503416,071

General reserve23,63723,637

Retained profits828,634716,221

6,989,4037,557,956

Refer to Notes D3– D6 for a reconciliation of movement from period to period for each equity account (except the general reserve,

which is historical, relates to past profits which can be distributed and has had no movement).

A2. Investments Held and How They Are Measured

AFIC has two portfolios of securities: the investment portfolio and the trading portfolio.

The investment portfolio holds securities which the company intends to retain on a long term basis, and includes a small sub-component

over which options may be written and an additional small sub-component of international (i.e. non-Australian/New Zealand listed

stocks). The trading portfolio consist of securities that are held for short term trading only, including call option contracts written over

securities that are held in the specific sub-component of the investment portfolio and on occasion put options and is relatively small in

size. The Board has therefore focused the information in this section on the investment portfolio. Details of all holdings (except for the

specific option holdings) as at the end of the reporting period can be found at the end of the Annual Report.

The balance and composition of the investment portfolio (all at market value) was:

2022

$’000

2021

$’000

Equity instruments (excluding below) 7,492,2598,502,224

Equity instruments (over which options may be written)501,059423,249

Equity instruments (listed on non-Australian/NZ Exchanges)89,19547,607

8,082,5138,973,080

How Investments Are Shown in the Financial Statements

The accounting standards set out the following hierarchy for fair value measurement:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices, which can be observed either directly (as prices) or indirectly (derived from prices).

Level 3: Inputs for the asset or liabilities that are not based on observable market data.

All financial instruments held by AFIC are classified as Level 1 (other than the options sold by the Company which are Level 2).

Their fair values are initially measured at the costs of acquisition and then remeasured based on quoted market prices at the end

of the reporting period.

NOTES TO THE FINANCIAL STATEMENTS

41Australian Foundation Investment Company Limited Annual Report 2022

Net Tangible Asset Backing Per Share
The Board regularly reviews the net asset backing per share both before and after provision for deferred tax on the unrealised gains in

AFIC’s long term investment portfolio. Deferred tax is calculated as set out in Note B2. The relevant amounts as at 30 June 2022 and

30 June 2021 were as follows:

30 June 2022

$

30 June 2021

$

Net tangible asset backing per share

Before tax6.637.45

After tax5.686.19

Equity Investments

The shares in the investment portfolio are designated under the accounting standards as financial assets measured at fair value

through ‘other comprehensive income’ (OCI), because they are equity instruments held for long term capital growth and dividend

income, rather than to make a profit from their sale. This means that changes in the value of these shares during the reporting period

are included in OCI in the Consolidated Statement of Comprehensive Income. The cumulative change in value of the shares over time

is then recorded in the revaluation reserve. On disposal, the amounts recorded in the revaluation reserve are transferred

to the realisation reserve.

Securities Sold and How They Are Measured

Where securities are sold from the investment portfolio, any difference between the sale price and the cost is transferred from the

revaluation reserve to the realisation reserve and the amounts noted in the Consolidated Statement of Changes in Equity. This means the

Company is able to identify the realised gains out of which it can pay a ‘Listed Investment Company’ (LIC) gain as part of the dividend,

which conveys certain taxation benefits to many of AFIC’s shareholders.

During the period $729.0 million (2021: $511.1 million) of equity securities were sold. The cumulative gain on the sale of securities was

$129.9 million for the period after tax (2021: $77.1 million). This has been transferred from the revaluation reserve to the realisation

reserve (see Consolidated Statement of Changes in Equity). These sales were accounted for at the date of trade.

A3. Operating Income

The total income received from AFIC’s investments in 2022 is set out below.

Dividends and Distributions

2022

$’000

2021

$’000

Income from securities held in investment portfolio at 30 June383,115251,687

Income from investment securities sold during the year5,1665,976

Income from securities held in trading portfolio at 30 June211211

Income from trading securities sold during the year--

388,492257,874

Interest income

Revenue from deposits and cash management trusts61116

Other revenue

Administration fees4,8714,831

Other income --

4,8714,831

Dividend Income

Distributions from listed securities are recognised as income when those securities are quoted in the market on an ex-distribution basis.

Capital returns on ordinary shares are treated as an adjustment to the carrying value of the shares.

Notes to the Financial Statements

continued

42Australian Foundation Investment Company Limited Annual Report 2022

Trading Income
Net gains on the trading and options portfolio are set out below.

Net Gains

2022

$’000

2021

$’000

Net realised gains/(losses) from trading portfolio – shares224149

– options1,0081,724

Unrealised gains/(losses) from trading portfolio – shares(641)897

– options38(298)

6292,472

$131.6 million of shares are lodged with the ASX Clear Pty Ltd as collateral for sold option positions written by the Group (2021:

$152.3 million). These shares are lodged with ASX Clear under the terms of ASX Clear Pty Ltd which require participants in the

exchange traded option market to lodge collateral, and are recorded as part of the Group’s investment portfolio. If all call options

were exercised, this would lead to the sale of $21.4 million worth of securities at an agreed price – the ‘exposure’ (2021: $44.5 million).

There were no put options in the portfolio at 30 June 2022 (2021: $nil).

A4. Dividends Paid

The dividends paid and payable for the year ended 30 June 2022 are shown below:

2022

$’000

2021

$’000

(a) Dividends Paid During the Year

Final dividend for the year ended 30 June 2021 of 14 cents fully franked at 30 per cent paid

31 August 2021 (2021: 14 cents fully franked at 30 per cent paid on 1 September 2020)165,339164,556

Interim dividend for the year ended 30 June 2022 of 10 cents per share fully franked at 30 per cent

paid 25 February 2022 (2021: 10 cents fully franked at 30 per cent paid 23 February 2021)118,215117,917

283,554282,473

Dividends paid in cash220,970221,841

Dividends reinvested in shares62,58460,632

283,554282,473

Dividends forgone via DSSP9,7678,635

(b) Franking Credits

Opening balance of franking account at 1 July158,009174,053

Franking credits on dividends received138,15867,295

Tax paid during the year27,56141,428

Franking credits paid on ordinary dividends paid(121,523)(121,060)

Franking credits deducted on DSSP shares issued(4,272)(3,707)

Closing balance of franking account197,933158,009

Adjustments for tax payable in respect of the current year’s profits and the receipt

of dividends recognised as receivables69,96719,610

Adjusted closing balance267,900177,619

Impact on the franking account of dividends declared but not recognised as a liability

at the end of the financial year:(73,794)(73,250)

Net available194,106104,369

These franking account balances would allow AFIC to frank additional dividend

payments up to an amount of:452,914243,528

AFIC’s ability to continue to pay franked dividends is dependent upon the receipt of franked dividends from the trading and investment

portfolios and on AFIC paying tax.

43Australian Foundation Investment Company Limited Annual Report 2022

Notes to the Financial Statements
continued

2022

$’000

2021

$’000

(c) New Zealand Imputation Account

(Figures in A$ at year-end exchange rate: 2022: $NZ1.073:$A1; 2021: $NZ1.074:$A1)

Opening balance13,2618,470

Imputation credits on dividends received5,8484,779

Imputation credits on dividends paid--

Closing balance19,10913,249

There will be NZ imputation credit on NZ 3.5 cents of the final dividend attached to the

proposed dividend payable on 30 August 2022. This will utilise, on the above exchange rates,

$15.6 million of the above balance.

(d) Dividends Declared After Balance Date

Since the end of the year Directors have declared a final dividend of 14 cents per share fully

franked at 30 per cent. The aggregate amount of the final dividend for the year to 30 June 2022

to be paid on 30 August 2022, but not recognised as a liability at the end of the financial year is:172,187

(e) Listed Investment Company Capital Gain Account

Balance of the Listed Investment Company (LIC) capital gain account at 1 July:43,79362,912

Capital gains (including LIC gains received from dividends)150,25639,651

LIC gains paid as part of dividend(35,430)(58,770)

Balance at 30 June158,61943,793

This equates to an attributable gain of:226,599 62,562

Distributed LIC capital gains may entitle certain shareholders to a deduction in their tax return, as set out in the dividend statement.

LIC capital gains available for distribution are dependent on the disposal of investment portfolio holdings that qualify for LIC capital

gains, or the receipt of LIC distributions from LIC securities held in the portfolios. $175.7 million attributable gain is attached to the

final dividend to be paid on 30 August 2022.

A5. Earnings Per Share

The table below shows the earnings per share based on the profit for the year:

Basic Earnings Per Share

2022

Number

2021

Number

Weighted average number of ordinary shares used as the denominator1,226,476,0151,217,056,577

$’000$’000

Profit for the year 360,537234,651

Cents Cents

Basic earnings per share29.4019.28

Excluding the Woodside/BHP Petroleum merger dividend for the year ended 30 June 2022, and the Endeavour demerger dividend for

the previous corresponding period, the basic earnings per share figure would be 23.3 cents (2021: 16.3 cents).

44Australian Foundation Investment Company Limited Annual Report 2022

B. Costs, Tax and Risk
B1. Management Costs

The total management expenses for the period are as follows:

2022

$’000

2021

$’000

Rental expense relating to non-cancellable leases (760)(747)

Employee benefit expenses (12,819)(9,304)

Depreciation charge--

Other administration expenses(5,586)(5,458)

(19,165)(15,509)

Employee Benefit Expenses

A major component of employee benefit expenses is Directors’ and Executives’ remuneration. This has been summarised below:

Short Term

Benefits

$

Other Long

Term Benefits

$

Post-

employment

Benefits

$

Share-based

Payments

$

Total

$

2022

Non-Executive Directors 843,182-56,818-900,000

Executives3,208,522-110,000531,2753,849,797

Total4,051,704-166,818531,2754,749,797

2021

Non-Executive Directors749,363-54,867-804,230

Executives3,191,746(120,224)99,524526,8343,697,880

Total3,941,109(120,224)154,391526,8344,502,110

Detailed remuneration disclosures are provided in the Remuneration Report.

The Group (i.e. AFIC and its subsidiary, Australian Investment Company Services Ltd (AICS) – see Note F8) does not make loans

to Directors or Executives.

B2. Tax

AFIC’s tax position, and how it accounts for tax, is explained here. Detailed reconciliations of tax accounting to the financial statements

can be found in Note E2.

The income tax expense for the period is the tax payable on this financial year’s taxable income, adjusted for any changes in deferred

tax assets and liabilities attributable to temporary differences and for any unused tax losses. Deferred tax assets and liabilities (except

for those related to the unrealised gains or losses in the investment portfolio) are offset, as all current and deferred taxes relate to the

Australian Taxation Office and can legally be settled on a net basis.

A provision has been made for taxes on any unrealised gains or losses on securities valued at fair value through the Income Statement

– i.e. the trading portfolio, puttable instruments and convertible notes that are classified as debt.

A provision also has to be made for any taxes that could arise on sale of securities in the investment portfolio, even though there is no

intention to dispose of them. Where AFIC disposes of such securities, tax is calculated according to the particular parcels allocated to

the sale for tax purposes, offset against any capital losses carried forward.

45Australian Foundation Investment Company Limited Annual Report 2022

Notes to the Financial Statements
continued

Tax Expense

The income tax expense for the period is shown below:

(a) Reconciliation of Income Tax Expense to Prima Facie Tax Payable

2022

$’000

2021

$’000

Profit before income tax expense 374,073247,953

Tax at the Australian tax rate of 30 per cent (2021: 30 per cent)112,22274,386

Tax offset for franked dividends received(96,709)(47,106)

Demerger dividend non-taxable-(10,952)

Sundry items whose tax treatment differs from accounting treatment(403)(1,234)

15,11015,094

Over provision in prior years(1,624)(2,236)

Total tax expense13,48612,858

Deferred Tax Liabilities – Investment Portfolio

The accounting standards require us to recognise a deferred tax liability for the potential capital gains tax on the unrealised gain in the

investment portfolio. This amount is shown in the Balance Sheet. However, the Board does not intend to sell the investment portfolio,

so this tax liability is unlikely to arise at this amount. Any sale of securities would also be affected by any changes in capital gains tax

legislation or tax rate applicable to such gains when they are sold.

2022

$’000

2021

$’000

Deferred tax liabilities on unrealised gains in the investment portfolio1,169,4521,536,231

Opening balance at 1 July1,536,231973,499

Tax on realised gains(66,560)(13,133)

Charged to OCI for ordinary securities on gains or losses for the period(300,219)575,865

1,169,4521,536,231

B3. Risk

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.

As a Listed Investment Company that invests in tradeable securities, AFIC can never be free of market risk as it invests its capital in

securities which are not risk free – the market price of these securities will fluctuate.

A general fall in market prices of 5 per cent and 10 per cent, if spread equally over all assets in the investment portfolio, would have

led to a reduction in AFIC’s comprehensive income of $282.9 million and $565.8 million respectively, at a tax rate of 30 per cent

(2021: $314.1 million and $628.1 million).

AFIC seeks to reduce market risk at the investment portfolio level by ensuring that it is not, in the opinion of the Investment Committee,

overly exposed to one company or one particular sector of the market. The relative weightings of the individual securities and the

relevant market sectors are reviewed by the Investment Committee and risk can be managed by reducing exposure where necessary.

AFIC does not have a minimum or maximum amount of the portfolio that can be invested in a single company or sector.

46Australian Foundation Investment Company Limited Annual Report 2022

AFIC’s total investment exposure by sector is as below:
2022

%

2021

%

Energy3.261.96

Materials14.2914.32

Industrials12.6814.40

Consumer Discretionary7.077.83

Consumer Staples 5.194.42

Banks 18.3618.97

Other Financials9.148.88

Real Estate2.972.47

Telecommunications5.875.99

Healthcare14.7714.40

Information Technology4.614.63

Utilities0.030.66

Cash1.761.07

Securities representing over 5 per cent of the investment portfolio at 30 June were

Commonwealth Bank8.88.8

CSL7.96.9

BHP7.17.3

Transurban5.13.8

AFIC is also not directly exposed to material currency risk as most of its investments are quoted in Australian dollars. The international

portfolio is a minor (1.1 per cent) part of the total portfolio (2021: 0.5 per cent).

The writing of call options provides some protection against a fall in market prices as it generates income to partially compensate

for a fall in capital values. Options are only written against securities that are held in the trading or the specific sub-section of the

investment portfolio.

Interest Rate Risk

The Group is not currently materially exposed to interest rate risk as all its cash investments and borrowings are short term for

a fixed interest rate.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an

obligation. AFIC is exposed to credit risk from cash, receivables, securities in the trading portfolio and securities in the investment

portfolio respectively. None of these assets are overdue. The risk in relation to each of these items is set out below.

Cash

All cash investments not held in a transactional account (including with a custodian) are invested in short term deposits with Australia’s

‘big four’ commercial banks or in cash management trusts which invest predominantly in short term securities with an A1+ rating.

In the unlikely event of a bank default or default on the underlying securities in the cash trust, there is a risk of losing the cash deposits

and any accrued unpaid interest.

Receivables

Outstanding settlements are on the terms operating in the securities industry, which usually require settlement within two days of the

date of a transaction. Receivables are non-interest bearing and unsecured. In the event of a payment default, there is a risk of losing

any difference between the price of the securities sold and the price of the recovered securities from the discontinued sale. Receivables

also include dividends from securities that have passed the record date for the distribution but have not paid as at balance date.


Trading and Investment Portfolios

Converting and convertible notes or other interest-bearing securities that are not equity securities carry credit risk to the extent of

their carrying value. This risk will be realised in the event of a shortfall on winding-up of the issuing companies. As at 30 June 2022,

no such investments are held (2021: nil). AFIC engages a custodian, Northern Trust, to hold the shares that are in the sub-component

of the investment portfolio that contains international shares. AFIC receives a GS007 report on Internal Controls for Custody, Investment

Administration, Registry Monitoring and Related Information Technology Services from Northern Trust every six months.

47Australian Foundation Investment Company Limited Annual Report 2022

Notes to the Financial Statements
continued

Liquidity Risk

Liquidity risk is the risk that an entity will not be able to meet its financial liabilities.

AFIC monitors its cash flow requirements daily. The Investment Committee also monitors the level of contingent payments on a regular

basis by reference to known sales and purchases of securities, dividends and distributions to be paid or received, put options that may

require AFIC to purchase securities, and facilities that need to be repaid. AFIC ensures that it has either cash or access to short term

borrowing facilities sufficient to meet these contingent payments.

AFIC’s inward cash flows depend upon the dividends received. Should these drop by a material amount, AFIC would amend its

outward cash flows accordingly. AFIC’s major cash outflows are the purchase of securities and dividends paid to shareholders, and

both of these can be adjusted by the Board and management. Furthermore, the assets of AFIC are largely in the form of readily

tradeable securities which can be sold on-market if necessary.

The table below analyses AFIC’s financial liabilities into relevant maturity groupings. The amounts disclosed in the table are the

contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting

is not significant.

30 June 2022

Less Than

6 Months

$’000

6–12 Months

$’000

Greater

Than 1 Year

$’000

Total

Contractual

Cash Flows

$’000

Carrying

Amount

$’000

Non-derivatives

Payables28,688--28,68828,688

Borrowings10,000--10,00010,000

38,688--38,68838,688

Derivatives

Options in trading portfolio*-----

-----

30 June 2021

Less Than

6 Months

$’000

6 –12 Months

$’000

Greater

Than 1 Year

$’000

Total

Contractual

Cash Flows

$’000

Carrying

Amount

$’000

Non-derivatives

Payables1,020--1,0201,020

1,020--1,0201,020

Derivatives

Options in trading portfolio*-----

-----

* In the case of call options, there are no contractual cash flows as if the option is exercised the contract will be settled in the securities over which the

option is written. The contractual cash flows for put options written are the cash sums the Company will pay to acquire securities over which the options

have been written, and it is assumed for the purpose of the above disclosure that all options will be exercised (i.e. maximum cash outflow). There were

no put options outstanding at 30th June 2022.

C. Unrecognised Items

C1. Contingencies

Directors are not aware of any material contingent liabilities or contingent assets other than those already disclosed elsewhere

in the Financial Report.

48Australian Foundation Investment Company Limited Annual Report 2022

Further information that shareholder may find useful is included here. It is grouped into three sections:
D. Balance Sheet Reconciliations

E. Income Statement Reconciliations

F. Further Information

D. Balance Sheet Reconciliations

These notes provide further information about the basis of calculation of line items in the financial statements.

D1. Current Assets – Cash

2022

$’000

2021

$’000

Cash at bank and in hand (including on-call)144,61997,122

144,61997,122

Cash holdings yielded an average floating interest rate of 0.08 per cent (2021: 0.14 per cent). All cash investments are held in

a transactional account, with a custodian or in an over-night ‘at call’ account invested in cash management trusts which invest

predominantly in short term securities with an A1+ rating.

D2. Credit Facilities

2022

$’000

2021

$’000

Commonwealth Bank of Australia – cash advance facility 110,00050,000

Amount drawn down at 30 June00

Undrawn facilities at 30 June110,00050,000

National Australia Bank – cash advance facility 20,0000

Amount drawn down at 30 June10,0000

Undrawn facilities at 30 June10,0000

Total short term loan facilities130,00050,000

Total drawn down at 30 June10,0000

Total undrawn facilities at 30 June120,00050,000

The above borrowings, with the exception of the NAB facility, are unsecured. Repayment of facilities is done either through the use of

cash received from distributions or the sale of securities, or by rolling existing facilities into new ones. Facilities are usually drawn down

for no more than three months and hence are classified as current liabilities when drawn.

The debt facility with National Australia Bank is structured in the form of a securities lending arrangement. The terms of the agreement

require that securities be pledged as collateral for the drawn secured borrowings under that facility and that such securities currently

satisfy a minimum value of $11 million (110 per cent of the total drawn facility). These securities are held by the National Australia Bank

but included as part of the Company’s investment portfolio. As at 30 June 2022 the market value of the securities pledged as collateral

was $12.2 million (2021: n/a).

D3. Revaluation Reserve

2022

$’000

2021

$’000

Opening balance at 1 July3,394,2972,166,030

Gains/(losses) on investment portfolio

– Equity instruments(1,008,188)1,881,261

Provision for tax on above300,219(575,865)

Cumulative taxable realised (gains)/losses (net of tax)(129,862)(77,129)

2,556,4663,394,297

This reserve is used to record increments and decrements on the revaluation of the investment portfolio as described in accounting

policy Note A2.

49Australian Foundation Investment Company Limited Annual Report 2022

Notes to the Financial Statements
continued

D4. Realised Capital Gains Reserve

2022

$’000

2021

$’000

Opening balance at 1 July416,071397,712

Dividends paid(35,430)(58,770)

Cumulative taxable realised gains/(losses) (net of tax)129,86277,129

510,503416,071

This reserve records gains or losses after applicable taxation arising from disposal of securities in the investment portfolio as

described in Note A2.

D5. Retained Profits

2022

$’000

2021

$’000

Opening balance at 1 July716,221705,273

Dividends paid(248,124)(223,703)

Profit for the year360,537234,651

828,634716,221

This reserve relates to past profits.

D6. Share Capital

Movements in Share Capital

DateDetailsNote

Number

of Shares

’000

Issue Price

$

Paid-up

Capital

$’000

1/07/2020Balance1,210,3642,947,243

01/09/2020Dividend Reinvestment Plani5,5836.3035,165

01/09/2020Dividend Substitution Share Planii7766.30n/a

23/02/2021Dividend Reinvestment Plani3,5877.1025,467

23/02/2021Dividend Substitution Share Planii5277.10n/a

VariousCosts of issue--(145)

30/06/2021Balance1,220,8373,007,730

31/08/2021Dividend Reinvestment Plani4,5078.1036,511

31/08/2021Dividend Substitution Share Planii6878.10n/a

25/02/2022Dividend Reinvestment Plani3,3177.8626,073

25/02/2022Dividend Substitution Share Planii5587.86n/a

VariousCosts of issue--(151)

30/06/2022Balance1,229,9063,070,163

i. Shareholders elect to have all or part of their dividend payment reinvested in new ordinary shares under the Dividend Reinvestment Plan (DRP).

The price of the new DRP shares is based on the average selling price of shares traded on the Australian Securities Exchange and Cboe in the

five days after the shares begin trading on an ex-dividend basis.

ii. The Group has a Dividend Substitution Share Plan (DSSP) whereby shareholders may elect to forgo a dividend and receive shares instead.

Pricing for the DSSP shares is done as per the DRP shares.

iii. The Group has an on-market share buy-back program. During the financial year, no shares were bought back (2021: nil).

All shares have been fully paid, rank pari passu and have no par value.

50Australian Foundation Investment Company Limited Annual Report 2022

E. Income Statement Reconciliations
E1. Reconciliation of Net Cash Flows From Operating Activities to Profit

2022

$’000

2021

$’000

Profit for the year360,557235,095

Net decrease/(increase) in trading portfolio(234)(441)

Dividends received as securities under DRP investments(74,888)-

Demerger dividend – non-cash item-(36,505)

Decrease/(increase) in current receivables3,413(22,664)

– Less increase/(decrease) in receivables for investment portfolio(9,875)9,875

Increase/(decrease) in deferred tax liabilities(366,217)563,545

– Less (increase)/decrease in deferred tax liability on investment portfolio366,779(562,732)

Increase/(decrease) in current payables27,668136

– Less increase/(decrease) in dividends payable(46)(40)

– Less (increase) in payables for investment portfolio(27,610)-

Increase/(decrease) in provision for tax payable49,946(18,150)

Capital gains tax charge taken through equity(66,560)(13,133)

Prior year taxes paid relating to capital gains13,94523,798

Increase/(decrease) in other provisions/non-cash items 887(17)

Net cash flows from operating activities277,765178,767

E2. Tax Reconciliations

Tax Expense Composition

2022

$’000

2021

$’000

Charge for tax payable relating to the current year14,54814,281

Over provision in prior years(1,624)(2,236)

(Increase)/Decrease in deferred tax assets562813

13,48612,858

Amounts Recognised Directly Through Other Comprehensive Income

Net movement in deferred tax liabilities relating to capital gains tax on the movement

in gains/losses in the investment portfolio(300,219)575,865

(300,219)575,865

Deferred Tax Assets and Liabilities

The deferred tax balances are attributable to:

2022

$’000

2021

$’000

(a) Tax on unrealised gains or losses in the trading portfolio(161)(253)

(b) Provisions and expenses charged to the accounting profit which are not yet tax deductible2,1111,851

(c) Interest and dividend income receivable which is not assessable for tax until receipt(2,453)(1,539)

(503)59

Movements:

Opening balance at 1 July59872

Credited/(charged) to Income Statement(562)(813)

(503)59

Deferred tax assets and liabilities arise when provisions and expenses have been charged but are not yet tax deductible. These assets

are realised when the relevant items become tax deductible, as long as enough taxable income has been generated to claim the assets

against, and as long as there are no changes to the tax legislation that affect AFIC’s ability to claim the deduction.

51Australian Foundation Investment Company Limited Annual Report 2022

Notes to the Financial Statements
continued

F. Further Information

This section covers information that is not directly related to specific line items in the financial statements, including information about

related party transactions, share-based payments, assets pledged as security and other statutory information.

F1. Related Parties

All transactions with deemed related parties were made on normal commercial terms and conditions and approved by independent

Directors.

(a) Arrangements With Non-Executive Directors

Non-Executive Directors J Paterson, C Drummond and C Walter have rented office space and, for J Paterson, a parking space from

the Group at commercial rates during the year. Sub-lease rental income (included in revenue) received or receivable by the Group,

excluding GST, during the year was $51,824 (2021: $62,608).

(b) AICS Transactions With Minority Interests

The below transactions were with Djerriwarrh Investments Ltd as a minority interest holder in the Company’s subsidiary.

2022

$’000

2021

$’000

Administration expenses charged for the year2,2622,528

(c) AICS Transactions With Other Listed Investment Companies

AICS had the following transactions with other Listed Investment Companies to which it provides services:

2022

$’000

2021

$’000

Administration expenses charged for the year to Mirrabooka Investments Ltd1,7021,467

Administration expenses charged for the year to AMCIL Ltd1,021916

F2. Remuneration of Auditors

For the year the auditor earned or will earn the following remuneration:

2022

$

2021

$

PricewaterhouseCoopers

Audit services

Audit or review of financial reports 214,834210,050

Audit-related services

AFSL compliance audit and review8,7078,331

Non-audit services

Preparation and lodgement of tax returns34,37032,940

Assistance with ATO Combined Assurance Review41,800-

Total remuneration299,711251,321

52Australian Foundation Investment Company Limited Annual Report 2022

F3. Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting used by the chief operating decision-maker.

The Board, through its Committees, has been identified as the chief operating decision-maker, as it is responsible for allocating

resources and assessing performance of the operating segments.

Description of Segments

The Board makes the strategic resource allocations for AFIC. AFIC has therefore determined the operating segments based on

the reports reviewed by the Board, which are used to make strategic decisions.

The Board is responsible for AFIC’s entire portfolio of investments and considers the business to have a single operating segment

(noting that the investment portfolio contains sub-components for ease of administration). The Board’s asset allocation decisions

are based on a single, integrated investment strategy, and AFIC’s performance is evaluated on an overall basis.

Segment Information Provided to the Board

The internal reporting provided to the Board for AFIC’s assets, liabilities and performance is prepared on a consistent basis with the

measurement and recognition principles of Australian Accounting Standards, except that net assets are reviewed both before and after

the effects of capital gains tax on investments (as reported in AFIC’s Net Tangible Asset announcements to the ASX).

Other Segment Information

Revenues from external parties are derived from the receipt of dividend, distribution and interest income, and income arising on the

trading portfolio and realised income from the options portfolio.

AFIC is domiciled in Australia and most of AFIC’s income is derived from Australian entities or entities that maintain a listing in Australia.

AFIC has a diversified portfolio of investments, with only one investment comprising more than 10 per cent of AFIC’s income –

BHP (35.6 per cent including the Woodside/BHP Petroleum merger dividend)(2021 two investments: Woolworths (16.1 per cent

as a consequence of the Endeavour Group demerger) and BHP (11.0 per cent)).

F4. Summary of Other Accounting Policies

This general purpose Financial Report has been prepared in accordance with Australian Accounting Standards, Interpretations issued

by the Australian Accounting Standards Board and the Corporations Act 2001. This Financial Report has been authorised for issue on

25 July 2022 in accordance with a resolution of the Board and is presented in the Australian currency. The Directors of the Company

have the power to amend and reissue the Financial Report.

AFIC has attempted to improve the transparency of its reporting by adopting ‘plain English’ where possible. Key ‘plain English’ phrases

and their equivalent AASB terminology are as follows:

PhraseAASB Terminology

Market valueFair value for actively traded securities

CashCash and cash equivalents

Share capitalContributed equity

OptionsDerivatives written over equity instruments that are valued at fair value through profit or loss

HybridsEquity instruments that have some of the characteristics of debt

AFIC complies with International Financial Reporting Standards (IFRS). AFIC is a ‘for profit’ entity.

AFIC has not applied any Australian Accounting Standards or AASB Interpretations that have been issued as at balance date but are

not yet operative for the year ended 30 June 2022 (‘the inoperative standards’). The impact of the inoperative standards has been

assessed and the impact has been identified as not being material. AFIC only intends to adopt other inoperative standards at the date

at which their adoption becomes mandatory.

Basis of Accounting

The financial statements are prepared using the valuation methods described in Note A2. All other items have been treated in

accordance with the historical cost convention.

Fair Value of Financial Assets and Liabilities

The fair value of cash and non-interest bearing monetary financial assets and liabilities of AFIC approximates their carrying value.

53Australian Foundation Investment Company Limited Annual Report 2022

Notes to the Financial Statements
continued

Convertible Notes

On the issue of convertible notes, the Group estimates the fair value of the liability component of the convertible notes, being the

obligation to make future payments of principal and interest to holders, using a market interest rate for a non-convertible note of similar

terms and conditions. The residual amount is included in equity as other equity securities with no recognition of any change in the value

of the option in subsequent periods. The liability component is then included in borrowings. Expenses incurred in connection with the

issue of the notes are deducted from the total face value and the expense is then incurred over the life of the notes.

The total liability is subsequently carried on an amortised cost basis with interest on the notes recognised as finance costs on an

effective yield basis until the liability is extinguished on conversion or maturity of the notes.

Employee Benefits

(i) Wages, Salaries and Annual Leave

Liabilities for wages and salaries, including annual leave, expected to be settled within 12 months of balance date are recognised as

current provisions in respect of employees’ services up to balance date and are measured at the amounts expected to be paid when

the liabilities are settled.

(ii) Long Service Leave

In calculating the value of long service leave, consideration is given to expected future wage and salary levels, experience of employee

departures and periods of service. Expected future payments are discounted using market yields at balance date on national

government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(iii) Cash Incentives

Cash incentives are provided under the Executive Annual Incentive Plan and are dependent upon the performance of the Group.

A provision is made for the cost of unsettled cash incentives at balance date. The Investment Team Annual Incentive Plans are also

settled on a cash basis.

(iv) Share Incentives

Share incentives are provided under the Executive Annual Incentive Plan, Executive Long Term Incentive Plan and the Employee Share

Acquisition Scheme.

For the Employee Share Acquisition Scheme and the Executive Annual Incentive Plan, the incentives are based on the performance

of the individual, the Group and investment companies to which the group provides administration services, for the financial year.

For the Employee Share Acquisition Scheme and a portion of the Executive Annual Incentive, the recipient agrees to purchase

(or have purchased for them) shares on-market, but receives a cash amount. A provision for the amount payable under the

Annual Incentive Plans is recognised on the Balance Sheet.

For the Investment Team Long Term Incentive Plan, the incentives are based on the performance of the Group and investment

companies to which the group provides administration services over a four-year period. The incentives may be settled in shares

(but based on a cash amount) or cash. Historically, all awards have been cash. Expenses are recognised over the four-year assessment

period based on the amount expected to be payable under this plan, resulting in a provision for incentive payable being built up on the

Balance Sheet over the assessment period.

Under the Executive Long Term Incentive Plan which was introduced for the year ended 30 June 2013, the amount awarded is

represented by performance shares. The 30-day Volume Weighted Average Price (VWAP) of AFIC shares up to but not including 1 July

is calculated. The amount of ELTIP available is then divided by this 30-day VWAP price to determine the number of performance shares

that may vest at the vesting point in four years’ time. The value of each performance shares will be adjusted by the accumulation return

on the AFI share price (being the movement in the share price assuming the reinvestment of any dividends) up to vesting date, based

on a final share price calculated on the 30-day VWAP price up to 30 June. 45,680 shares vested during the year ended 30 June 2022.

The expense will be charged directly through the Income Statement in the following manner – 25 per cent of the total estimated cost

in Year 1, 50 per cent of the total estimated cost in Year 2 less the expense charged in Year 1, 75 per cent of the total estimated cost

in Year 3 less the expense charged in Years 1 and 2 and 100 per cent of the total estimated cost in Year 4 less the expense charged

in Years 1, 2 and 3.

Directors’ Retirement Allowances

The Group recognises as ‘amounts payable’ Directors’ retirement allowances that have been crystallised. No further amounts will be

expensed as retirement allowances.

54Australian Foundation Investment Company Limited Annual Report 2022

Administration Fees
The Group currently provides administrative services to other Listed Investment Companies. The associated fees are recognised on

an accruals basis as income throughout the year. Any amounts outstanding at balance date are recognised as receivable, subject to

the assessment of recoverability by the Directors.

Operating Leases

The Group currently has an operating lease in respect of its premises. Payments made under operating leases are charged to the

Income Statement on a straight-line basis over the period of the lease.

Rounding of Amounts

AFIC is a company of the kind referred to in the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191,

relating to the ‘rounding off’ of amounts in the Financial Report. Amounts in the Financial Report have been rounded off in accordance

with that Instrument, to the nearest thousand dollars, or in certain cases, to the nearest dollar.

F5. Performance Bond

The Group’s subsidiary, AICS, has under the terms of its Australian Financial Services License in place a performance bond to the sum

of $20,000 underwritten by the Commonwealth Bank of Australia in favour of the Australian Securities and Investments Commission

(ASIC), payable on demand to ASIC.

F6. Share-based Payments

Share-based Payments

The Group has a number of share incentive arrangements. These are accounted for in accordance with Note F4. Where shares are

issued to employees of AICS, AICS compensates AFIC for the fair value of the shares.

(a) Executive Incentive Plans

The executives’ remuneration arrangements incorporate an ‘at risk’ component as set out in the remuneration report. Part of this ‘at risk’

component is paid in shares in the Group.

(i) Executive Annual Incentive Plan

Each financial year, the Remuneration Committee sets the target (cash) amount of remuneration that could be paid should all

performance targets and measures be achieved. If all are achieved, 100 per cent of the remuneration will be awarded. If stretch levels

of performance are achieved above target, then higher amounts may be paid. On the other hand there is no set minimum that will be

paid regardless of performance.

The performance measures are a combination of the performance of the Group, the investment companies to which the Group

provides administration services, and personal objectives.

All of the incentive remuneration awarded is paid in cash, with 25 per cent of the pre-tax amount being used by the Executive to purchase

shares in AFIC and/or the other LICs. All remuneration under the plan, is paid in the financial year following the year of assessment.

The executive agrees to the shares being subject to being held for four years (holding term), during which they cannot be sold.

Dividends are paid to executives on these shares prior to the expiry of the holding term. Should an Executive leave the Group before

the holding term expires, the restriction will be lifted.

27,429 shares for both LTIP and Annual Incentive (2021: 21,736 shares) were purchased by Executives in the year (in relation

to the prior year) with a fair value (being the acquisition price) of $220,476 (2021: $149,306).

(ii) Executive Long Term Incentive Plan

Under the Executive Long Term Incentive Plan, the amount awarded will be represented by performance rights. The 30-day Volume

Weighted Average Price (VWAP) of AFIC shares up to but not including 1 July will be calculated. The amount of ELTIP available will then

be divided by this 30-day VWAP price to determine the number of performance rights that may vest at the vesting point in four years’

time. The value of each performance right will be adjusted by the accumulation return on the AFI share price (being the movement in

the share price assuming the reinvestment of any dividends) up to vesting date, based on a final share price calculated on the 30-day

VWAP price up to 30 June.

55Australian Foundation Investment Company Limited Annual Report 2022

Notes to the Financial Statements
continued

The estimated fair value of the award will be calculated in accordance with AASB 2 – Share Based Payments at the end of each year

until the final year of vesting. The liability shown after the final year of vesting will represent the actual amount being paid to eligible

employees as a cash-settled share-based payment.

54,569 rights were awarded under the plan during the year ended 30 June 2022 (2021: 67,777). An expense of $537,943 (2021: $826,722)

was incurred for the 2018/19, 2019/20, 2020/21 and 2021/22 plans. 8,212 rights under the 2017/18 plan were forfeited during the year

(12.1 per cent).

Note that it is currently proposed that the Executive Long Term Incentive Plan be incorporated within the existing Annual Incentive Plan.

(b) Employee Share Acquisition Scheme

Under the current Employee Share Acquisition Scheme, each employee who is not a participant in the Executive or Investment Team

Incentive Plans is awarded $5,000 per annum. After PAYG is deducted, $2,500 is used to buy shares in the Company, which needs to

be held for three years. After three years, or the departure of the employee from employment with the Group, the shares come out of

the holding lock.

In addition, each employee is eligible for an additional award of up to $5,000. 50 per cent of the amount awarded is used to buy shares

in one of the other LICs that AICS provides services to. The amount that is awarded is dependent on the metrics used for the vesting of

the Investment Team’s Short Term Incentive (excluding personal measures). During the year, 92 per cent of the possible maximum was

awarded, and 50 per cent of this was used to buy shares in Djerriwarrh Investments Limited, as part of the Group’s policy of rotating

these purchases amongst the LICs other than AFIC to which AICS provides services.

(c) Expenses Arising From Share Based Payment Transactions

Total expenses arising from share based payment transactions recognised during the period as part of the employee benefit expense

(excluding any reversals and the Investment Team Long Term Incentive Plan) were as follows:

2022

$’000

2021

$’000

Share-based payment expense599879

(d) Liability

The total liability arising from share-based payment transactions is included in the current and non-current liabilities for ‘provisions’.

F7. Principles of Consolidation

AFIC’s consolidated financial statements consist of the financial statements of AFIC, the parent, and its subsidiary, Australian

Investment Company Services Ltd (AICS). 25 per cent of AICS is owned by Djerriwarrh Investments Ltd, another investment

company for which AICS performs operational and investment administration services, and for which it is paid monthly.

No subsidiaries were acquired or disposed of during the year. Intercompany transactions and balances between AFIC and AICS

are eliminated on consolidation.

The financial information for the parent entity, disclosed in Note F10 below, has been prepared on the same basis as the consolidated

financial statements. All notes are for the consolidated group unless specifically noted otherwise.

F8. Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries:

Country of

Incorporation

Equity Holding

Name of EntityClass of Shares20222021

Australian Investment Company Services LtdAustralia Ordinary75%75%

The investment in AICS is accounted for at cost in the individual financial statements of AFIC.

56Australian Foundation Investment Company Limited Annual Report 2022

F9. Lease Commitments
The Group has entered into a non-cancellable operating lease for the use of its premises for six years with effect from 1 July 2022

(prior year comparatives represent the former lease). Current commitments relating to leases at balance date, for the current lease

(including GST), is:

2022

$’000

2021

$’000

Due within one year508667

Later than one year but less than five2,302-

Greater than five years648-

3,458667

The lease will be accounted for under the provisions of AASB 16 Leases when it commences.

F10. Parent Entity Financial Information

Summary Financial Information

The individual financial statements for the parent entity show the following aggregate amounts:

2022

$’000

2021

$’000

Balance Sheet

Current assets177,347133,183

Total assets8,257,7059,106,106

Current liabilities101,68813,271

Total liabilities1,271,4021,551,348

Shareholders’ equity

Issued capital3,070,3133,007,730

Reserves

Revaluation reserve2,556,4663,394,297

Realised capital gains reserve510,503416,071

General reserve23,63723,637

Retained earnings825,384713,023

3,915,9904,547,028

Total shareholders’ equity6,986,3037,554,758

Profit or loss for the year360,477233,319

Total comprehensive income (347,472)1,538,715

57Australian Foundation Investment Company Limited Annual Report 2022

DIRECTORS’ DECLARATION
In the Directors’ opinion:

(1) the financial statements and notes set out on pages 34 to 57 are in accordance with the Corporations Act 2001 including:

(a) complying with the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting

requirements; and

(b) giving a true and fair view of the entity’s financial position as at 30 June 2022 and of its performance for the financial year ended

on that date; and

(2) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Note F4 to the financial statements confirms that the financial statements also comply with International Financial Reporting Standards

as issued by the International Accounting Standards Board.

This declaration is made in accordance with a resolution of the Directors.

This declaration has been made after receiving the declarations required to be made to the Directors by the Managing Director and the

Chief Financial Officer regarding the financial statements in accordance with Section 295A of the Corporations Act 2001 for the financial

year ended 30 June 2022. The declarations received were that, in the opinion of the Managing Director and the Chief Financial Officer

to the best of their knowledge, the financial records of the Company have been properly maintained, that the financial statements

comply with Accounting Standards and that they give a true and fair view.

John Paterson

Chairman

Melbourne

25 July 2022

58Australian Foundation Investment Company Limited Annual Report 2022

INDEPENDENT AUDIT REPORT
59Australian Foundation Investment Company Limited Annual Report 2022

INDEPENDENT AUDIT REPORT
continued

60Australian Foundation Investment Company Limited Annual Report 2022

61Australian Foundation Investment Company Limited Annual Report 2022

INDEPENDENT AUDIT REPORT
continued

62Australian Foundation Investment Company Limited Annual Report 2022

63Australian Foundation Investment Company Limited Annual Report 2022

OTHER INFORMATION
Information about Shareholders

At 19 July 2022 there were 165,141 holdings of ordinary shares. These holdings were distributed in the following categories:

Size of HoldingShareholdingsPercentage

1 to 1,00064,3722.07

1,001 to 5,00053,22910.95

5,001 to 10,00020,77312.23

10,001 to 100,00025,73251.30

100,000 and over1,03523.45

Total165,141100.00

Percentage held by the 20 largest holders6.91%

Average shareholding7,447

There were 4,314 shareholdings of less than a marketable parcel of $500 (65 shares).

Voting Rights of Ordinary Shares

The Constitution provides for votes to be cast:

(i) on a show of hands, one vote for each shareholder; and

(ii) on a poll, one vote for each fully paid ordinary share.

Major Shareholders

The 20 largest registered holdings of ordinary shares as at 19 July 2022 are listed below:

Ordinary Shares

RankNameShares% Shares

1HSBC Custody Nominees (Australia) Limited21,464,3621.75

2Citicorp Nominees Pty Limited11,779,3750.96

3Netwealth Investments Limited <Wrap Services A/C>7,181,8310.58

4Nulis Nominees (Australia) Limited <Navigator Mast Plan Sett A/C> 5,233,6540.43

5Australian Executor Trustees Limited <IPS IOOF Employer Super A/C>4,727,8200.38

6Bougainville Copper Limited4,301,9350.35

7Navigator Australia Ltd <MLC Investment SETT A/C>3,960,9140.32

8BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd <DRP A/C>3,166,8930.26

9Custodial Services Limited <Beneficiaries Holding A/C>2,902,6070.24

10Netwealth Investments Limited <Super Services A/C>2,601,4710.21

11Bushways Pty Ltd2,570,5920.21

12Investment Custodial Services Limited <C A/C>2,284,1470.19

13Australian Executor Trustees Limited <IDPS A/C>1,959,6680.16

14Australian Executor Trustees Limited1,751,3950.14

15Custodial Services Limited <A/C 4>1,636,2870.13

16BNP Paribas Noms (Nz) Ltd <DRP>1,536,8980.12

17Kalymna Pty Ltd1,510,8860.12

18HSBC Custody Nominees (Australia) Limited <Euroclear Bank SA NV A/C>1,497,4590.12

19Twibill Pty Ltd1,443,2160.12

20J P Morgan Nominees Australia Pty Limited1,435,6620.12

64Australian Foundation Investment Company Limited Annual Report 2022

Sub-underwriting
During the year the Company did not participate as a sub-underwriter in any issues of securities.

Substantial Shareholders

The Company has not been notified of any substantial shareholders.

Transactions in Securities

During the year ended 30 June 2022, the Company recorded 793 transactions in securities (including options).

$3,130,512 in brokerage (including GST) was paid or accrued for the year.

65Australian Foundation Investment Company Limited Annual Report 2022

Major Transactions in the Investment Portfolio
Acquisitions

Cost

($’000)

Woodside Energy (merger with BHP Oil and Gas)74,888

Santos (merger with Oil Search)72,660

Transurban Group (includes $35.5 million in entitlement offer at $13 per share)65,548

Mirvac Group54,111

JB Hi-Fi52,191

CSL (includes $30.2 million in placement offer at $273 per share)50,109

Domino’s Pizza Enterprises46,376

Goodman Group45,103

Disposals

Proceeds

($’000)

Sydney Airport* 221,802

Oil Search* (merger with Santos)72,660

Qube Holdings*68,985

APA Group*57,159

Milton Corporation* 50,443

Lifestyle Communities*36,760

* Complete disposal from the portfolio.

New Companies Added to the Portfolio

Santos (merger with Oil Search)

Mirvac Group

JB Hi-Fi

WiseTech Global

66Australian Foundation Investment Company Limited Annual Report 2022

Holdings of Securities
At 30 June 2022

Individual investments for the combined investment and trading portfolios as at 30 June 2022 are listed below. The list should not,

however, be used to evaluate portfolio performance or to determine the net asset backing per share at other dates. Net asset backing

is advised to the Australian Securities Exchange each month and is recorded on the toll free telephone service at 1800 780 784 and

posted to AFIC’s website afi.com.au.

Individual holdings in the portfolios may change during the course of the year. In addition, holdings which are part of the trading

portfolio may be subject to call options or sale commitments by which they may be sold at a price significantly different from the

market price prevailing at the time of the exercise or sale.

CodeOrdinary Shares, Trust Units or Stapled Securities

Number

Held

2021

’000

Number

Held

2022

’000

Market

Value

2022

$’000

AIAAuckland International Airport6,07310,30066,743

ALQALS7,0127,62281,405

AMCAmcor11,60011,600209,265

ANNAnsell1,0791,36930,444

ANZAustralia and New Zealand Banking Group8,4888,488186,984

ARBARB Corporation3,5033,47398,065

ASXASX1,4321,432117,009

AUBAUB Group2,5262,37842,049

BHPBHP Group13,41313,926574,433

BXBBrambles9,2799,27999,374

CARCarsales.com6,0538,026147,602

CBACommonwealth Bank of Australia7,9007,900714,002

COHCochlear33433466,400

COLColes Group7,0689,023160,691

CPUComputershare4,0434,04399,607

CSLCSL2,1852,372638,076

CWYCleanaway Waste Management17,01417,01442,876

DJWDjerriwarrh Investments7,5057,50521,465

DMPDomino’s Pizza Enterprises25465344,416

DUIDiversified United Investment12,03012,03055,339

EQTEQT Holdings 1,3221,32234,626

FCLFINEOS Corporation7,3389,25313,694

FPHFisher & Paykel Healthcare Corporation3,9133,91369,799

GMGGoodman Group6,6858,835157,616

IAGInsurance Australia Group9,5279,52741,540

IELIDP Education56679018,809

IREIRESS7,0918,21194,511

IVCInvoCare3,5123,51236,740

JBHJB Hi-Fi01,13143,508

JHXJames Hardie Industries4,5905,245166,646

MFTMainfreight (NZX listed)3,2683,268206,524

MGRMirvac Group022,00043,450

MIRMirrabooka Investments8,7288,72825,573

MQGMacquarie Group2,2072,207362,997

NABNational Australia Bank11,15511,155305,530

NANNanosonics3,5455,97020,059

NWLNetwealth Group2,0903,48942,427

NXTNEXTDC7,8647,86483,678

ORIOrica2,2262,22635,100

PXAPEXA Group2,9192,91940,543

REAREA Group55364472,053

REHReece7,2017,20199,234

67Australian Foundation Investment Company Limited Annual Report 2022

Holdings of Securities
At 30 June 2022 continued

CodeOrdinary Shares, Trust Units or Stapled Securities

Number

Held

2021

’000

Number

Held

2022

’000

Market

Value

2022

$’000

RHCRamsay Health Care1,9151,583115,923

RIORio Tinto1,8621,862191,229

RMDResMed4,2504,750145,778

RWCReliance Worldwide Corporation10,9635,91823,910

RYMRyman Healthcare (NZX listed)8808807,084

SEKSeek3,6413,33369,985

SHLSonic Healthcare3,7043,320109,582

STOSantos011,28683,740

TCLTransurban Group23,86728,791414,012

TLSTelstra Corporation54,51048,680187,419

TPWTemple & Webster2,3673,84412,761

WBCWestpac Banking Corporation15,54515,545303,128

WDS*Woodside Energy Group3,6205,816184,894

WESWesfarmers7,3727,372308,961

WOWWoolworths Group6,4167,175255,420

WTCWiseTech Global02509,463

XROXero 83383364,108

Total7,998,297

* Part of the security was subject to call options written by the Company.

68Australian Foundation Investment Company Limited Annual Report 2022

Holdings of International Securities
At 30 June 2022

Ordinary Shares, Trust Units or Stapled Securities

Number

Held

2021

Number

Held*

2022

Market

Value

2022

A$

ACN-USAccenture2,760 5,506 2,223,158

AENA-ESAena4,993 10,728 1,977,600

GOOGL-USAlphabet642 1,534 4,861,461

AMZN-USAmazon6,980 23,360 3,607,952

AAPL-USApple4,788 21,658 4,306,044

SCHW-USCharles Schwab027,651 2,540,574

CMG-USChipotle 714 1,325 2,518,891

CTAS-USCintas 1,994 3,414 1,854,485

COST-USCostco 1,589 2,976 2,074,212

CCI-USCrown Castle4,226 10,886 2,665,546

EL-USEstée Lauder2,046 5,037 1,865,453

FERG-GBFerguson6,357 12,851 2,085,332

FTNT-USFortinet20,510 24,220 1,992,822

HCA-USHCA Healthcare5,511 10,619 2,595,284

HD-USHome Depot2,757 6,284 2,506,373

ICE-USIntercontinental7,772 15,643 2,139,337

JPM-USJP Morgan012,029 1,969,869

OR-FRL’Oréal790 3,018 1,510,932

MC-FRLVMH Moët 1,240 2,155 1,905,817

MAR-USMarriott6,266 9,615 1,901,751

MA-USMastercard1,421 3,461 1,587,838

MCD-USMcDonald’s4,188 8,702 3,124,192

META-USMeta Platforms (formerly Facebook)3,5532,889 677,442

MSFT-USMicrosoft7,066 16,083 6,006,840

NESN-CHNestlé9,176 18,826 3,186,865

NFLX-USNetflix2,257 3,792 964,306

NEE-USNextera 5,861 20,749 2,337,167

NKE-USNike7,784 13,173 1,957,771

NOVOB-DKNovo Nordisk8,634 12,978 2,088,550

PEP-USPepsiCo5,323 10,474 2,538,479

ROG-CHRoche 2,790 5,035 2,436,336

SPGI-USS&P Global2,558 3,927 1,924,858

SU-FRSchneider5,527 10,228 1,755,534

SOON-CHSonova 1,814 4,544 2,098,328

SBUX-USStarbucks8,598 11,612 1,289,977

669-HKTechtronic 31,777 125,890 1,909,751

TMO-USThermo Fisher1,684 3,523 2,783,346

V-USVisa3,461 4,977 1,425,015

Total89,195,485

* Note some increase in the number held are because of share splits through 2022.

69Australian Foundation Investment Company Limited Annual Report 2022

Issues of Securities
Date of IssueTypePriceRemarks

25 February 2022DRP/DSSP$7.865 per cent discount

31 August 2021DRP/DSSP$8.103.5 per cent discount

23 February 2021DRP/DSSP$7.105 per cent discount

1 September 2020DRP/DSSP$6.30

24 February 2020DRP/DSSP$6.932.5 per cent discount

29 August 2019DRP/DSSP$6.21

25 February 2019DRP/DSSP$5.932.5 per cent discount

31 August 2018DRP/DSSP$6.18

23 February 2018DRP/DSSP$6.11

30 August 2017DRP/DSSP$5.92

24 February 2017DRP/DSSP$5.84

30 August 2016DRP/DSSP$5.582.5 per cent discount

19 February 2016DRP/DSSP$5.432.5 per cent discount

25 November 2015SPP$5.515.0 per cent discount

28 August 2015DRP/DSSP$6.032.5 per cent discount

20 February 2015DRP/DSSP$5.972.5 per cent discount

6 October 2014 SPP$5.882.5 per cent discount

29 August 2014 DRP/DSSP$5.932.5 per cent discount

21 February 2014DRP/DSSP$5.862.5 per cent discount

30 August 2013DRP/DSSP$5.642.5 per cent discount

DSSP Dividend Substitution Share Plan

22 February 2013DRP$5.37

31 August 2012DRP$4.36

24 February 2012DRP$4.26

19 December 2011Convertible Notes$100 face valueMature 28 February 2017. Interest rate

6.25 per cent per annum. Conversion price:

$5.0864

31 August 2011DRP$4.18

25 February 2011DRP$4.722.5 per cent discount

1 September 2010DRP$4.652.5 per cent discount

2 June 2010SPP$4.622.5 per cent discount

26 February 2010DRP$4.825 per cent discount

SPP = Share Purchase Plan

1 September 2009DRP$4.695 per cent discount

2 March 2009 DRP$3.725 per cent discount

25 August 2008 DRP$4.98

11 April 2008SAP$5.26

27 February 2008DRP$5.265 per cent discount

22 August 2007DRP$5.78

8 March 2007DRP $5.60

22 December 2006SAP$4.90

23 August 2006DRP $4.70

7 March 2006DRP $4.55

4 November 2005SAP $3.96

23 August 2005DRP $3.90

70Australian Foundation Investment Company Limited Annual Report 2022

Date of IssueTypePriceRemarks
18 March 2005DRP $3.68

19 August 2004DRP $3.29

12 March 2004DRP $3.29

22 October 20031 for 8 rights issue $3.00

15 August 2003DRP $3.47

16 April 2003SAP $3.04

7 March 2003DRP $3.11

14 August 2002DRP $3.11

5 April 2002SAP$3.16

7 March 2002DRP$3.24

15 August 2001DRP$3.08

29 June 2001DRP $2.87

7 March 2001DRP $2.56

16 August 2000DRP$2.47

7 March 2000DRP $2.64

11 August 1999DRP $2.95

12 April 1999SAP$2.54 SAP = Share Acquisition Plan

15 March 1998DRP $2.79

4 September 1998DRP $2.43 DRP = Dividend Reinvestment Plan

Note for issues of securities in earlier years please consult the Company’s website, afi.com.au or via telephone (03) 9650 9911.

Note that for the shares issued under the DSSP, the price shown is the indicative price used to determine the number of shares issued to participants.

Shares issued under the DSSP are issued at nil cost. Shareholders who sell shares issued under the DSSP should consult their tax adviser as to the

correct treatment of such sales for taxation purposes.

71Australian Foundation Investment Company Limited Annual Report 2022

Company Particulars
Australian Foundation Investment

Company Limited (AFIC)

ABN 56 004 147 120

Directors

John Paterson, Chairman

Robert M Freeman, Managing Director

Rebecca P Dee-Bradbury

Craig M Drummond

Julie A Fahey

Graeme R Liebelt

David A Peever

Catherine M Walter AM

Peter J Williams

Company Secretaries

Matthew J Rowe

Andrew JB Porter

Auditor

PricewaterhouseCoopers

Chartered Accountants

Country of Incorporation

Australia

Registered Office and

Mailing Address

Level 21, 101 Collins Street

Melbourne Victoria 3000

Contact Details

Telephone (03) 9650 9911

Facsimile (03) 9650 9100

Email invest@afi.com.au

Website afi.com.au

For enquiries regarding net asset backing (as advised

each month to the Australian Securities Exchange):

Telephone 1800 780 784 (toll free)

72Australian Foundation Investment Company Limited Annual Report 2022

Australian Foundation Investment Company Limited Annual Report 202273
Shareholder Information

Share Registrar

Computershare Investor Services Pty Ltd

Yarra Falls

452 Johnston Street

Abbotsford Victoria 3067

New Zealand Address

Computershare Investor Services Limited

159 Hurstmere Road

Takapuna Auckland 0622

Shareholder

Enquiry Line 1300 662 270

+61 3 9415 4373 (from overseas)

Facsimile (03) 9473 2500

Website investorcentre.com/contact

For all enquiries relating to shareholdings,

dividends and related matters, please contact

the Share Registrar as above.

Securities Exchange Codes

AFI Ordinary shares (ASX and NZX)

Annual General Meeting

Time 10.00am

Date Tuesday 4 October 2022

Venue The Clarendon Auditorium

Melbourne Convention and

Exhibition Centre (MCEC)

Location 2 Clarendon Street

Southbank Victoria Australia

Subject to any change in the Government restrictions

for public gatherings, the AGM will be a hybrid meeting

with a physical meeting and access via an online platform.

Further details are provided in the Notice of Annual

General Meeting.

Adelaide Shareholder Meeting

Time 10.00am

Date Monday 17 October 2022

Venue Adelaide Convention Centre

North Terrace Adelaide

Location Hall E1 and E2

Perth Shareholder Meeting

Time 10.00am

Date Tuesday 18 October 2022

Venue Perth Convention Centre

21 Mounts Bay Road Perth

Location Meeting Rooms 1 and 2

Canberra Shareholder Meeting

Time 10.00am

Date Friday 21 October 2022

Venue Park Hyatt Hotel

120 Commonwealth Avenue Canberra

Location Federation Ballroom

Brisbane Shareholder Meeting

Time 10.00am

Date Monday 24 October 2022

Venue Brisbane Convention Centre

Cnr Merivale and Glenelg Streets

South Bank Brisbane

Location Sky Room

Sydney Shareholder Meeting

Time 10.00am

Date Tuesday 25 October 2022

Venue Wesley Conference Centre

220 Pitt Street Sydney

Location Auditorium

MDM Design
Printed on environmentally friendly paper

Annual Review
2022

2 5 Year Summary
4 About the Company

8 Review of Operations

and Activities

18 Top 25 Investments

19 Income Statement

20 Balance Sheet

21 Summarised Statement

of Changes in Equity

22 Holdings of Securities

25 Holdings of International

Securities

27 Major Transactions in the

Investment Portfolio

28 Company Particulars

29 Shareholder Information

Contents

AUSTRALIAN FOUNDATION

INVESTMENT COMPANY

IS A LISTED INVESTMENT

COMPANY INVESTING


IN AUSTRALIAN AND

NEW ZEALAND EQUITIES.

Australian Foundation Investment Company Limited ABN 56 004 147 120

Year in Summary
* Assumes a shareholder can take full advantage of the franking credits.

Profit for

the Year

$360.6m

$235.1m in 2021.

Up 53.4%

Total

Shareholder

Return

0 .1 %

Share price plus

dividend, including

franking*

Management

Expense

Ratio

0.16%

0.14%

in 2021

Total

Portfolio

Return

-6.8%

Including franking*

S&P/ASX 200

Accumulation

Index including

franking* -5.1%

Fully

Franked

Dividend

14

¢

Final

24

¢

Total

24 cents total

in 2021

2022

Total

Portfolio

$8.2b

Including cash

at 30 June.

$9.1 billion in 2021

1Australian Foundation Investment Company Limited Annual Review 2022

5 Year Summary
Net Profit After Tax

($ Million)

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(d)

Net Asset Backing Per Share

($)

(e)

Number of Shareholders

(30 June)

272.2134.2

(a)

279.0

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

240.4

6.49

6.27

5.96

138,671

129,948

153,588

32

(c)

24

24

24

34.0

23.6

19.9

7,566

7,274

7,122

235.119.38,978

360.629.4

247.45159,500

246.63164,979

8

(c)

8,087

Net Profit After Tax

($ Million)

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(d)

Net Asset Backing Per Share

($)

(e)

Number of Shareholders

(30 June)

272.2134.2

(a)

279.0

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

240.4

6.49

6.27

5.96

138,671

129,948

153,588

32

(c)

24

24

24

34.0

23.6

19.9

7,566

7,274

7,122

235.1

19.38,978

360.629.4

247.45159,500

246.63164,979

8

(c)

8,087

Net Profit After Tax

($ Million)

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(d)

Net Asset Backing Per Share

($)

(e)

Number of Shareholders

(30 June)

272.2134.2

(a)

279.0

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

240.4

6.49

6.27

5.96

138,671

129,948

153,588

32

(c)

24

24

24

34.0

23.6

19.9

7,566

7,274

7,122

235.119.38,978

360.629.4

247.45159,500

246.63164,979

8

(c)

8,087

2Australian Foundation Investment Company Limited Annual Review 2022

Net Profit After Tax
($ Million)

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(d)

Net Asset Backing Per Share

($)

(e)

Number of Shareholders

(30 June)

272.2134.2

(a)

279.0

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

240.4

6.49

6.27

5.96

138,671

129,948

153,588

32

(c)

24

24

24

34.0

23.6

19.9

7,566

7,274

7,122

235.1

19.38,978

360.629.4

247.45

159,500

246.63164,979

8

(c)

8,087

Notes

(a) Participation in the Rio Tinto and BHP

off-market share buy-backs, special

dividends and the receipt of a dividend

because of the Coles demerger from

Wesfarmers.

(b) All dividends were fully franked.

The LIC attributable gain attached

to the dividend was 2021: 4.29 cents,

2020: 7.14 cents, 2019: 7.14 cents,

2018: 2.86 cents, 2017: nil.

(c) 8 cents fully franked special dividend

paid with the interim dividend.

(d) Excludes cash.

(e) Net asset backing per share based on

year-end data before the provision for

the final dividend. The figures do not

include a provision for capital gains

tax that would apply if all securities held

as non-current investments had been

sold at balance date as Directors do

not intend to dispose of the portfolio.

Net Profit After Tax

($ Million)

Net Profit Per Share

(Cents)

Dividends Per Share

(Cents)

(b)

Investments at Market Value

($ Million)

(d)

Net Asset Backing Per Share

($)

(e)

Number of Shareholders

(30 June)

272.2134.2

(a)

279.0

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

2021

2020

2019

2018

2022

240.4

6.49

6.27

5.96

138,671

129,948

153,588

32

(c)

24

24

24

34.0

23.6

19.9

7,566

7,274

7,122

235.1

19.38,978

360.629.4

24

7.45159,500

24

6.63164,979

8

(c)

8,087

3Australian Foundation Investment Company Limited Annual Review 2022

About the Company
Australian Foundation Investment Company (AFIC)

is a listed investment company investing in Australian

and New Zealand equities.

Investment Objectives

The Company aims to provide

shareholders with attractive

investment returns through access

to a growing stream of fully franked

dividends and growth in capital

invested.

The Company’s primary investment

goals are:

• to pay dividends which, over

time, grow faster than the rate

of inflation; and

• to provide attractive total returns

over the medium to long term.

How AFIC Invests – What We Look For in Companies

A portfolio that

is managed to

achieve long term

capital and dividend

growth

Quality FirstGrowth

Including dividends

Value

4Australian Foundation Investment Company Limited Annual Review 2022

Investment Philosophy
The investment philosophy is built

on taking a medium to long term view

on companies in a diversified portfolio

with an emphasis on identifying quality

companies that are likely to sustainably

grow their earnings and dividends over

this time frame.

Quality in this context is an outcome

of our assessment of the board and

management as well as some key

financial metrics. These include

return

on capital employed, return on equity,

the level of gearing in the balance

sheet, margins and free cash flow. The

structure of the industry and a company’s

competitive position in this industry is also

an important indicator of quality. Linked to

this assessment of quality is the ability

of companies to grow earnings over time,

which ultimately should produce good

dividend growth.

Recognising value is also an important

aspect of sound long term investing.

Short term measures such as the price

earnings ratio, price to book or price to

sales may be of some value, but aren’t

necessarily strong predictors of future

performance. Our assessment of value

tries to capture the opportunity a business

has to prosper and thrive over the

medium to long term.

In building the investment portfolio in this

way, we believe we can offer investors a

well-diversified portfolio of high-quality

companies that is intended to deliver total

returns ahead of the Australian equity

market and with less volatility over

the long term.

The Company also uses options

written against a small proportion of its

investments and a small trading portfolio

to generate additional income.

From time to time, some borrowings

may be used where potential investment

returns justify the use of debt. This is

managed within very conservative limits,

as determined by the Board. AFIC

is managed for the benefit of its

shareholders with fees based on the

recovery of costs rather than as a fixed

percentage of the portfolio. There are no

performance fees. As a result, the benefit

of scale over time results in a very low

expense ratio for investors. For the 12

months to 30 June 2022 this was 0.16 per

cent, or 16 cents for each $100 invested.

Approach to Environmental, Social

and Governance (ESG) Issues

Environmental, Social and Governance

(ESG) issues are taken into account as

part of our investment process when

assessing companies. As a long term

investor, we seek to invest in companies

that have strong governance and risk

management processes, which includes

consideration of environmental and social

risks given the potential for these factors

to impact investment performance.

We are also closely monitoring the

development of international standards

for ESG reporting as these may further

inform our approach going forward.

Approach to Investing

5Australian Foundation Investment Company Limited Annual Review 2022

We regularly review and meet with
companies to ensure ongoing alignment of

ESG issues with our investment framework:

• We believe environmental factors,

including the impact of climate change,

can have a material impact on society.

These factors are considered when

assessing a company’s assets, long

term sustainability of earnings and cash

flow, cost of capital and future growth

opportunities.

As reporting becomes more

standardised, assessment of

commitments and plans by companies

to reach net zero by 2050 will also

be considered having regard to the

industry in which it operates, their

progress against these plans and their

broader contribution to social good in

addressing the challenge of reducing

global carbon emissions. In applying

external data for benchmarking*, the

current carbon intensity of AFIC’s

portfolio is considerably less than the

S&P/ASX 200 Index.

• We believe that aligning ourselves

with high-quality management and

boards building sustainable long term

businesses is the best approach to

avoiding socially harmful businesses.

We are attracted to companies that

act in the best interest of all their

stakeholders, including their employees,

customers, suppliers and wider

communities. Where appropriate, we

consider a range of matters including

safety, diversity and modern slavery


as part of the investment process.

• We invest in high-quality companies

with strong governance processes,

and management and boards whose

interests are closely aligned with

shareholders. The investment process

includes an assessment of their

past performance, history of capital

allocation, level of accountability,

mix of skills, relevant experience and

succession planning. We also closely

scrutinise a company’s degree of

transparency and disclosure.

Engagement with Companies

Voting on resolutions is one of the key

functions that a shareholder has in

ensuring better long term returns and

management of investment risk:

• We take input from proxy advisers


but conduct our own evaluation

of the merits of any resolution.

• We vote on all company resolutions as

part of our regular engagement with the

companies in the portfolio. Our voting

record is on the Company’s website.

• We actively engage with companies

when we have concerns those

resolutions are not aligned with

shareholders’ interests. We

acknowledge that high-quality

companies may face ESG challenges.

We seek to stay engaged with the

companies and satisfy ourselves that the

issues are taken seriously and worked

through constructively. Ideally, in this

instance, we seek to remain invested


to influence a satisfactory outcome

for stakeholders.

* Data provided by ISS ESG.

Portfolio at 30 June 2022.

About the Company

continued

Approach to Investing continued

6Australian Foundation Investment Company Limited Annual Review 2022

7Australian Foundation Investment Company Limited Annual Review 2022

Profit and Dividend
The full year profit was $360.6 million,

up from $235.1 million in the previous

corresponding period. The profit to

30 June 2022 includes a dividend of

$74.9 million (which was non-cash but

carries franking credits with it) resulting

from the BHP Petroleum/Woodside

merger. Last year’s figure included a

demerger dividend of $36.5 million

resulting from the Endeavour Group

demerger from Woolworths. Excluding

both one-offs, the full year profit for

the financial year to 30 June 2022 was

$285.7 million, up from $198.6 million

in the previous corresponding period.

The increase in profit for the 2021–2022

financial year was driven by higher

dividends received from investee

companies.

Earnings per share for the financial year,

excluding the BHP Petroleum/Woodside

merger non-cash dividend, were

23.3 cents per share. The final dividend

was maintained at 14 cents per share

fully franked bringing total fully franked

dividends applicable for the year to

24 cents per share, the same as last year.

Ten cents of the final dividend were

sourced from taxable capital gains, on

which the Company has paid or will pay

tax. The amount of the pre-tax attributable

gain on this portion of the dividend, known

as an ‘LIC capital gain’, is equal to

14.29 cents per share. The enables some

shareholders to claim a tax deduction

in their tax return.

Market and Portfolio

Performance

Following on from the recent strong share

market returns since monetary policy was

eased and significant fiscal stimulus was

introduced in response to the COVID-19

pandemic, the Australian share market

continued to enjoy strong positive returns

in the first six months of the financial

year as interest rates remained low and

valuations for many companies were very

high. These conditions were eventually

overwhelmed in the second half of the

financial year as inflation emerged, driving

interest rates higher. Geopolitical events

further exacerbated market volatility

producing a significant divergence

of returns across the market.

Figure 1 provides some context to the

market decline over the financial year to

30 June 2022 given market movements

since the onset of the initial COVID-19

pandemic in 2019.

Overall, the S&P/ASX 200 Accumulation

Index (including franking) fell 5.1 per cent

over the 12 months to 30 June 2022 as

there was a rotation away from quality

growth stocks to a focus on short term

value. The previously underperforming

Utilities sector was up 36.0 per cent over

the period and Energy, which responded

to rising oil prices resulting from

Russia’s invasion of the Ukraine, was

up 30.1 per cent. In contrast, previous

strong-performing sectors such as

Information Technology and Consumer

Discretionary were down 38.2 per cent

and 20.9 per cent respectively (Figure 2).

Review of Operations and Activities

8Australian Foundation Investment Company Limited Annual Review 2022

8,000
7,500

7,000

6,500

6,000

5,500

5,000

4,500

4,000

20192020

Financial Years

20212022

Fiscal and monetary

policy stimulus

provided globally

Onset of

COVID-19

Central banks start

policy tightening

Figure 1: Performance of the S&P/ASX 200 Price Index – 3 Years to 30 June 2022

Energy

Information

Technology

Consumer

Discretionary

MaterialsIndustrialsUtilities

Jul 21

Aug

21

Sep

21

Oct 21

Nov 21

Dec 21

Jan 22

Feb 22

Mar 22

Apr 22

May 22

Jun 22

150

140

130

120

110

100

90

80

70

60

50

Index

S&P/ASX 200 Accumulation Indices

Figure 2: Key Sector Performance for the 12 Months to 30 June 2022

Source: FactSet

9Australian Foundation Investment Company Limited Annual Review 2022

The portfolio had a negative return of
6.8 per cent including franking, with the

largest drag on performance being the

decline in the valuation of many high-

quality companies from their previous

very high levels. We remain convinced

about the prospects for these companies

despite the recent decline in share prices.

In addition, relative performance to the

Index was impacted by the underweight

position in resources, which includes

energy stocks, and the sale of Sydney

Airport and Milton Corporation

because of takeovers which generated

a significant amount of capital gains tax.

Companies in the portfolio that performed

relatively well against the Index through

the 12-month period were Amcor, Sydney

Airport (now taken over), Transurban

Group, Ramsay Health Care, which is

currently subject to an expression of

interest offer, Macquarie Group and

Computershare.

The long term performance of the

portfolio, which is better aligned with

the Company’s investment time frames,

was 10.5 per cent per annum for the

10 years to 30 June 2022 (Figure 3).

The Index return over the same period

was 10.9 per cent per annum. These

figures include the benefit of franking.

AFIC’s performance numbers are after

costs. Performance has been achieved

with low portfolio turnover, providing very

tax effective returns for shareholders

and with more consistent dividends.

These returns have also been delivered

with very low volatility, achieving an

attractive profile of return relative

to risk for investors.

Review of Operations and Activities

continued

10 year return

Net asset per share growth plus dividends,

including franking

S&P/ASX 200 Accumulation Index,

including franking

1 year return3 year return5 year return

6.0%

4.6%

-6.8%

-5.1%

8.4%

8.3%

10.5%

10.9%

Figure 3: Portfolio Performance – Per Annum Returns to 30 June 2022

10Australian Foundation Investment Company Limited Annual Review 2022

11Australian Foundation Investment Company Limited Annual Review 2022

Review of Operations and Activities
continued

Positioning the Portfolio

The majority of purchases during

the year focused on increasing

weightings to existing holdings including

Transurban Group, CSL, Domino’s Pizza

Enterprises, Coles Group, Goodman

Group, Carsales.com and Auckland

International Airport.

We also initiated positions in JB Hi-Fi,

Mirvac Group and a small holding in

WiseTech Global. JB Hi-Fi is the largest

consumer electronics retailer in Australia

and New Zealand. While primarily

providing attractive income to the

portfolio we expect the consumer

electronics category to continue

delivering meaningful growth.

Mirvac Group is a diversified property

company with operations across

residential, commercial and industrial

markets. Mirvac Group’s in-house

property development capability is

relatively unique to the sector and

provides a competitive advantage.

The company’s growth is largely sourced

from product generation and less reliant

on acquiring established assets.

During the 12-month period we exited

Qube Holdings, APA Group, Lifestyle

Communities, Origin Energy, Endeavour

Group and Altium. We are observing

structural industry challenges for many

of these companies or an environment

where competitive intensity has materially

increased. We consider the growth

prospects for all these companies to

be increasingly challenged as a result.

Additionally, we exited our holding in

Milton Corporation and Sydney Airport

as a result of takeovers.

The ability to reinvest the cash from these

takeovers was important during the year

as these funds were deployed elsewhere

in the portfolio in companies with good

long term growth opportunities.

We seek to have a diversified portfolio that

covers a range of sectors and industries.

This also allows us to better spread risk

through different market cycles. Figure 4

highlights the profile of AFIC’s portfolio

by the various sectors of the market

at the end of the financial year and

how it differs from the Index.

International Portfolio

We have continued to manage and

carefully add to positions in the diversified

global equities portfolio which was

first initiated in May 2021. Through

a combination of these additional

investments and portfolio returns, we

now have approximately $89.2 million

invested (which represents approximately

1.1 per cent of the portfolio).

Leveraging our investment philosophy

in the domestic market, the approach

to international equities is similar. The

international strategy invests in publicly

listed companies outside the Australian

and New Zealand markets with a medium

to long term investment time horizon.

12Australian Foundation Investment Company Limited Annual Review 2022

It focuses on high quality companies
with strong management teams and

competitive advantages that we view

as sustainable, often underpinned by long

term secular growth trends. With inherent

business characteristics that allow these

companies to generate an attractive return

on capital, the selected companies are

expected to generate a reasonable level

of return for our shareholders through

a combination of earnings growth and

dividends. We look to invest at a starting

valuation that is sensible in the context

of the expected return and the risk

associated with each investment.

This activity is potentially a precursor

to establishing a separate low-cost

international Listed Investment

Company in the future.

AFIC portfolio weightS&P/ASX 200 Index weight

18.6%14.8%14.5%12.7%9.1%6.9%0.0%5.9%3.3%5.1%1.7%3.0%4.5%

25%

20%

15%

10%

5%

0%

Banks

Healthcare

Materials

Industrials

Other

Financials

Consumer

Discretionary

Consumer

Staples

Communication

Services

Information

Technology

Energy

Real

Estate

Cash

Utilities

Figure 4: AFIC Investment by Sector Versus the S&P/ASX 200 Index

as at 30 June 2022 – Excludes International Holdings

13Australian Foundation Investment Company Limited Annual Review 2022

Review of Operations and Activities
continued

Share Price Return

The share price return, including

reinvestment of dividends and franking

credits, over the 12 months to 30 June

2022 was flat at 0.1 per cent, which is

ahead of the portfolio return for the year.

The share price was trading at a premium

of 13 per cent to the net asset backing

(before tax on unrealised gains) at

the end of June 2022, whereas at

30 June 2021 the premium was

5 per cent (Figure 5).

Importantly, the long term, 10-year

return is 12.2 per cent for the share price

in comparison to 10.9 per cent for the

Index (Figure 6). The figures for the Index

and share price assumes a shareholder

can take full advantage of the franking

credits attached to the dividends paid.

Outlook

During the year strengthening demand

produced supply chain challenges in

many industries, which contributed to a

meaningful increase in reported inflation.

In endeavouring to achieve price stability,

central banks signalled the end of

stimulatory policy settings. Equity markets

are now facing challenges on multiple

fronts, slowing economic growth, inflation

and interest rate hikes. As a result, the

uncertain environment that produced a

fall in equity markets during the financial

year is unlikely to be materially different

in the short term.

While the market has moved closer to

long term value as measured by price

to sales ratio (Figure 7 on page 16) and

price to book ratio (Figure 8 on page 17) we

are comfortable with the current portfolio

settings and can afford to be patient with

our capital until attractive opportunities

present themselves.

14Australian Foundation Investment Company Limited Annual Review 2022

15%
-10%

-5%

0%

5%

10%

20%

Jun 1

1

Jun 1

2

Jun 1

3

Jun 1

5

Jun 1

4

Jun 1

6

Jun 1

7

Jun 1

8

Jun 19Jun 20Jun 21Jun 22

Figure 5: Share Price Premium/Discount to Net Asset Backing

10 year return

Share price growth plus dividends,

including franking

S&P/ASX 200 Accumulation Index,

including franking

1 year return3 year return5 year return

11.6%

4.6%

0.1%

-5.1%

11.3%

8.3%

12.2%

10.9%

Figure 6: Share Price Return − to 30 June 2022

15Australian Foundation Investment Company Limited Annual Review 2022

Review of Operations and Activities
continued

In this context it is also worth noting

even though the valuation of the market,

as measured by price earnings ratio

(Figure 9), has moved well below the

long term average it is against the

background of very high profit margins

which may come under pressure in

the near term given expected difficult

economic conditions.

Directorship Matters

Mr Peter Williams, a Non-Executive

Director of the Company has advised that

he will not seek re-election at the 2022

Annual General Meeting and will retire at

the conclusion of the meeting to be held

on 4 October 2022.

Mr Williams has been a Director since

2010 and is currently the Chairman of the

Audit Committee and a member of the

Investment and Nomination Committees.

Mr Williams is also the Non-Executive

Chairman of the Company’s subsidiary,

Australian Investment Company Services

Limited.

The Board has greatly benefited from

Mr Williams’ extensive experience. The

Board wishes to record its thanks to Peter

for his significant contribution and service

to the Board during his tenure and wish

him well for the future.

20022007201220172022

Times

2.4

2.0

1.6

1.2

Average

1.9

Figure 7: Valuation of the Market – Price to Sales of the S&P/ASX 200 Index

Source: FactSet

16Australian Foundation Investment Company Limited Annual Review 2022

20022007201220172022
Times

Average 1.9

3.0

2.5

2.0

1.5

1.0

Figure 8: Valuation of the Market – Price to Book of the S&P/ASX 200 Index

22

20

18

16

14

12

10

8

20022003200420052006200720082009201020112012201320142015201620172018201920202021

Times

Average

14.5

Figure 9: Valuation of the Market – Price to Earnings Ratio of the S&P/ASX 200 Index

Source: FactSet

Source: FactSet

17Australian Foundation Investment Company Limited Annual Review 2022

Includes investments held in both the investment and trading portfolios.
Value at Closing Prices at 30 June 2022

Total Value

$ Million

% of the

Portfolio

1Commonwealth Bank of Australia714.08.8

2CSL 638.17.9

3BHP Group 574.47.1

4Transurban Group 414.05.1

5Macquarie Group 363.04.5

6Wesfarmers 309.03.8

7National Australia Bank 305.53.8

8Westpac Banking Corporation303.13.7

9Woolworths Group 255.43.2

10Amcor209.32.6

11Mainfreight 206.52.6

12Rio Tinto 191.22.4

13Telstra Corporation 187.42.3

14Australia and New Zealand Banking Group 187.02.3

15Woodside Energy Group* 184.92.3

16James Hardie Industries166.62.1

17Coles Group 160.72.0

18Goodman Group157.61.9

19Carsales.com 147.61.8

20ResMed 145.81.8

21ASX 117.01.4

22Ramsay Health Care 115.91.4

23Sonic Healthcare 109.61.4

24Computershare 99.61.2

25Brambles 99.41.2

Total6,362.7

As percentage of total portfolio value (excludes cash)78.7%

* Indicates that options were outstanding against part of the holding.

Top 25 Investments

As at 30 June 2022

18Australian Foundation Investment Company Limited Annual Review 2022

2022
$’000

2021

$’000

Dividends and distributions388,492257,874

Revenue from deposits and bank bills61116

Net gains on trading portfolio (including unrealised

gains or losses)6292,472

Total income389,182260,462

Finance costs(845)(1,831)

Administration expenses (net of recoveries)(14,294)(10,678)

Profit before income tax 374,043247,953

Income tax (13,486)(12,858)

Net profit 360,557235,095

CentsCents

Net profit per share29.4019.28

Income Statement

For The Year Ended 30 June 2022

19Australian Foundation Investment Company Limited Annual Review 2022

2022
$’000

2021

$’000

Current assets

Cash 144,61997,122

Receivables36,59840,011

Trading portfolio4,9794,745

Total current assets186,196141,878

Non-current assets

Investment portfolio 8,082,5138,973,080

Deferred tax assets-59

Total non-current assets8,082,5138,973,139

Total assets8,268,7099,115,017

Current liabilities

Payables28,6881,020

Borrowings – bank debt10,000-

Tax payable62,56712,621

Provisions6,1145,235

Total current liabilities107,36918,876

Non-current liabilities

Provisions896888

Deferred tax liabilities – other503-

Deferred tax liabilities – investment portfolio1,169,4521,536,231

Total non-current liabilities1,170,8511,537,119

Total liabilities1,278,2201,555,995

Net assets6,990,4897,559,022

Shareholders’ equity

Share capital3,070,2133,007,780

Revaluation reserve2,556,4663,394,297

Realised capital gains reserve510,503416,071

General reserve23,63723,637

Retained profits829,670717,237

Total shareholders’ equity (including minority interests)6,990,4897,559,022

Balance Sheet

As at 30 June 2022

20Australian Foundation Investment Company Limited Annual Review 2022

2022
$’000

2021

$’000

Total equity at the beginning of the year7,559,0226,240,517

Dividends paid(283,554)(282,473)

Shares issued – Dividend Reinvestment Plan62,58460,632

Other share capital adjustments(151)(145)

Total transactions with shareholders(221,121)(221,986)

Profit for the year 360,557235,095

Revaluation of investment portfolio(1,008,188)1,881,261

Provision for tax on revaluation300,219(575,865)

Revaluation of investment portfolio (after tax)(707,969)1,305,396

Total comprehensive income for the year(347,412)1,540,491

Realised gains on securities sold196,42290,262

Tax expense on realised gains on securities sold(66,560)(13,133)

Net realised gains/(losses) on securities sold129,86277,129

Transfer from revaluation reserve to realised gains reserve(129,862)(77,129)

Total equity at the end of the year6,990,4897,559,022

A full set of AFIC’s final accounts are available on the Company’s website.

Summarised Statement of Changes in Equity

For the Year Ended 30 June 2022

21Australian Foundation Investment Company Limited Annual Review 2022

Individual investments for the combined investment and trading portfolios as at
30 June 2022 are listed below. The list should not, however, be used to evaluate

portfolio performance or to determine the net asset backing per share at other dates.

Net asset backing is advised to the Australian Securities Exchange each month and

is recorded on the toll free telephone service at 1800 780 784 and posted to AFIC’s

website afi.com.au.

Individual holdings in the portfolios may change during the course of the year. In addition,

holdings which are part of the trading portfolio may be subject to call options or sale

commitments by which they may be sold at a price significantly different from the

market price prevailing at the time of the exercise or sale.

Code

Ordinary Shares, Trust Units

or Stapled Securities

Number

Held

2021

’000

Number

Held

2022

’000

Market

Value

2022

$’000

AIAAuckland International Airport6,07310,30066,743

ALQALS7,0127,62281,405

AMCAmcor11,60011,600209,265

ANNAnsell1,0791,36930,444

ANZAustralia and New Zealand

Banking Group

8,4888,488186,984

ARBARB Corporation3,5033,47398,065

ASXASX1,4321,432117,009

AUBAUB Group2,5262,37842,049

BHPBHP Group13,41313,926574,433

BXBBrambles9,2799,27999,374

CARCarsales.com6,0538,026147,602

CBACommonwealth Bank of Australia7,9007,900714,002

COHCochlear33433466,400

COLColes Group7,0689,023160,691

CPUComputershare4,0434,04399,607

CSLCSL2,1852,372638,076

CWYCleanaway Waste Management17,01417,01442,876

DJWDjerriwarrh Investments7,5057,50521,465

DMPDomino’s Pizza Enterprises25465344,416

Holdings of Securities

At 30 June 2022

22Australian Foundation Investment Company Limited Annual Review 2022

Code
Ordinary Shares, Trust Units

or Stapled Securities

Number

Held

2021

’000

Number

Held

2022

’000

Market

Value

2022

$’000

DUIDiversified United Investment12,03012,03055,339

EQTEQT Holdings 1,3221,32234,626

FCLFINEOS Corporation7,3389,25313,694

FPHFisher & Paykel Healthcare

Corporation

3,9133,91369,799

GMGGoodman Group6,6858,835157,616

IAGInsurance Australia Group9,5279,52741,540

IELIDP Education56679018,809

IREIRESS7,0918,21194,511

IVCInvoCare3,5123,51236,740

JBHJB Hi-Fi01,13143,508

JHXJames Hardie Industries4,5905,245166,646

MFTMainfreight (NZX listed)3,2683,268206,524

MGRMirvac Group022,00043,450

MIRMirrabooka Investments8,7288,72825,573

MQGMacquarie Group2,2072,207362,997

NABNational Australia Bank11,15511,155305,530

NANNanosonics3,5455,97020,059

NWLNetwealth Group2,0903,48942,427

NXTNEXTDC7,8647,86483,678

ORIOrica2,2262,22635,100

PXAPEXA Group2,9192,91940,543

REAREA Group55364472,053

REHReece7,2017,20199,234

RHCRamsay Health Care1,9151,583115,923

RIORio Tinto1,8621,862191,229

RMDResMed4,2504,750145,778

RWCReliance Worldwide Corporation10,9635,91823,910

RYMRyman Healthcare (NZX listed)8808807,084

SEKSeek3,6413,33369,985

23Australian Foundation Investment Company Limited Annual Review 2022

Holdings of Securities
At 30 June 2022 continued

Code

Ordinary Shares, Trust Units

or Stapled Securities

Number

Held

2021

’000

Number

Held

2022

’000

Market

Value

2022

$’000

SHLSonic Healthcare3,7043,320109,582

STOSantos011,28683,740

TCLTransurban Group23,86728,791414,012

TLSTelstra Corporation54,51048,680187,419

TPWTemple & Webster2,3673,84412,761

WBCWestpac Banking Corporation15,54515,545303,128

WDS*Woodside Energy Group3,6205,816184,894

WESWesfarmers7,3727,372308,961

WOWWoolworths Group6,4167,175255,420

WTCWiseTech Global02509,463

XROXero 83383364,108

Total7,998,297

* Part of the security was subject to call options written by the Company.

24Australian Foundation Investment Company Limited Annual Review 2022

Holdings of International Securities
At 30 June 2022

Code

Ordinary shares, trust units or

stapled securities

Number

Held

2021

Number

Held*

2022

Market

Value

2022

A$

ACN-USAccenture2,760 5,506 2,223,158

AENA-ESAena4,993 10,728 1,977,600

GOOGL-USAlphabet642 1,534 4,861,461

AMZN-USAmazon6,980 23,360 3,607,952

AAPL-USApple4,788 21,658 4,306,044

SCHW-USCharles Schwab027,651 2,540,574

CMG-USChipotle 714 1,325 2,518,891

CTAS-USCintas 1,994 3,414 1,854,485

COST-USCostco 1,589 2,976 2,074,212

CCI-USCrown Castle4,226 10,886 2,665,546

EL-USEstée Lauder2,046 5,037 1,865,453

FERG-GBFerguson6,357 12,851 2,085,332

FTNT-USFortinet20,510 24,220 1,992,822

HCA-USHCA Healthcare5,511 10,619 2,595,284

HD-USHome Depot2,757 6,284 2,506,373

ICE-USIntercontinental7,772 15,643 2,139,337

JPM-USJP Morgan012,029 1,969,869

OR-FRL’Oréal790 3,018 1,510,932

MC-FRLVMH Moët 1,240 2,155 1,905,817

MAR-USMarriott6,266 9,615 1,901,751

MA-USMastercard1,421 3,461 1,587,838

MCD-USMcDonald’s4,188 8,702 3,124,192

META-USMeta Platforms (formerly Facebook)3,5532,889 677,442

MSFT-USMicrosoft7,066 16,083 6,006,840

NESN-CHNestlé9,176 18,826 3,186,865

NFLX-USNetflix2,257 3,792 964,306

NEE-USNextera 5,861 20,749 2,337,167

NKE-USNike7,784 13,173 1,957,771

25Australian Foundation Investment Company Limited Annual Review 2022

Holdings of International Securities
At 30 June 2022 continued

Code

Ordinary shares, trust units or

stapled securities

Number

Held

2021

Number

Held*

2022

Market

Value

2022

A$

NOVOB-DKNovo Nordisk8,634 12,978 2,088,550

PEP-USPepsiCo5,323 10,474 2,538,479

ROG-CHRoche 2,790 5,035 2,436,336

SPGI-USS&P Global2,558 3,927 1,924,858

SU-FRSchneider5,527 10,228 1,755,534

SOON-CHSonova 1,814 4,544 2,098,328

SBUX-USStarbucks8,598 11,612 1,289,977

669-HKTechtronic 31,777 125,890 1,909,751

TMO-USThermo Fisher1,684 3,523 2,783,346

V-USVisa3,461 4,977 1,425,015

Total89,195,485

* Note some increase in the number held are because of share splits through 2022.

26Australian Foundation Investment Company Limited Annual Review 2022

Acquisitions
Cost

($’000)

Woodside Energy (merger with BHP Oil and Gas)74,888

Santos (merger with Oil Search)72,660

Transurban Group (includes $35.5 million in entitlement offer at $13 per share)65,548

Mirvac Group54,111

JB Hi-Fi52,191

CSL (includes $30.2 million in placement offer at $273 per share)50,109

Domino’s Pizza Enterprises46,376

Goodman Group45,103

Disposals

Proceeds

($’000)

Sydney Airport* 221,802

Oil Search* (merger with Santos)72,660

Qube Holdings*68,985

APA Group*57,159

Milton Corporation* 50,443

Lifestyle Communities*36,760

* Complete disposal from the portfolio.

New Companies Added to the Portfolio

Santos (merger with Oil Search)

Mirvac Group

JB Hi-Fi

WiseTech Global

Major Transactions in the

Investment Portfolio

27Australian Foundation Investment Company Limited Annual Review 2022

Australian Foundation Investment
Company Limited (AFIC)

ABN 56 004 147 120

Directors

John Paterson, Chairman

Robert M Freeman, Managing Director

Rebecca P Dee-Bradbury

Craig M Drummond

Julie A Fahey

Graeme R Liebelt

David A Peever

Catherine M Walter AM

Peter J Williams

Company Secretaries

Matthew J Rowe

Andrew JB Porter

Auditor

PricewaterhouseCoopers

Chartered Accountants

Country of Incorporation

Australia

Registered Office and

Mailing Address

Level 21, 101 Collins Street

Melbourne Victoria 3000

Contact Details

Telephone (03) 9650 9911

Facsimile (03) 9650 9100

Email invest@afi.com.au

Website afi.com.au

For enquiries regarding net asset backing

(as advised each month to the Australian

Securities Exchange):

Telephone 1800 780 784 (toll free)

Company Particulars

28Australian Foundation Investment Company Limited Annual Review 2022

Share Registrar
Computershare Investor Services Pty Ltd

Yarra Falls

452 Johnston Street

Abbotsford Victoria 3067

New Zealand Address

Computershare Investor Services Limited

159 Hurstmere Road

Takapuna Auckland 0622

Shareholder

Enquiry Line 1300 662 270

+61 3 9415 4373

(from overseas)

Facsimile (03) 9473 2500

Website investorcentre.com/

contact

For all enquiries relating to shareholdings,

dividends and related matters, please

contact the Share Registrar as above.

Securities Exchange Codes

AFI Ordinary shares

(ASX and NZX)

Annual General Meeting

Time 10.00am

Date Tuesday 4 October 2022

Venue The Clarendon Auditorium

Melbourne Convention

and Exhibition Centre

(MCEC)

Location 2 Clarendon Street

Southbank Victoria

Australia

Shareholder Information

Subject to any change in the Government

restrictions for public gatherings, the AGM

will be a hybrid meeting with a physical

meeting and access via an online platform.

Further details are provided in the Notice

of Annual General Meeting.

Adelaide Shareholder Meeting

Time 10.00am

Date Monday 17 October 2022

Venue Adelaide Convention Centre

North Terrace Adelaide

Location Hall E1 and E2

Perth Shareholder Meeting

Time 10.00am

Date Tuesday 18 October 2022

Venue Perth Convention Centre

21 Mounts Bay Road Perth

Location Meeting Rooms 1 and 2

Canberra Shareholder Meeting

Time 10.00am

Date Friday 21 October 2022

Venue Park Hyatt Hotel

120 Commonwealth Avenue

Canberra

Location Federation Ballroom

Brisbane Shareholder Meeting

Time 10.00am

Date Monday 24 October 2022

Venue Brisbane Convention Centre

Cnr Merivale and Glenelg Streets

South Bank Brisbane

Location Sky Room

Sydney Shareholder Meeting

Time 10.00am

Date Tuesday 25 October 2022

Venue Wesley Conference Centre

220 Pitt Street Sydney

Location Auditorium

29Australian Foundation Investment Company Limited Annual Review 2022

MDM Design
Printed on environmentally friendly paper

288500_23_V5
Dear Shareholder,

I am pleased to invite you to the 2022 Annual General Meeting (AGM) of Australian Foundation

Investment Company Limited (AFIC or the Company) which has been scheduled as follows:

Date: Tuesday 4 October 2022

Time: 10.00am Australian Eastern Daylight Time (AEDT)

The AGM will be held as a hybrid meeting providing shareholders with an opportunity to either

attend in person or to participate online.

To attend in person and engage with Directors, shareholders are invited to attend the Clarendon

Auditorium at the Melbourne Convention and Exhibition Centre (MCEC) 2 Clarendon Street,

Southbank, Victoria, Australia.

If shareholders are attending online they must use the Computershare Meeting Platform to

participate in the meeting. To participate in the meeting, you can log in by entering the following

URL https://meetnow.global/M566RZV on your computer, tablet or smartphone.

Shareholders who participate in the AGM online using the online platform are able to ask

questions via this platform and vote in real time.

Full details on how to lodge a proxy or direct vote, attend and participate in the AGM are set out

in our Notice of Meeting.

Notice of Meeting

In accordance with the recent amendments to the Corporations Act 2001 (Cth), we will not

be posting to you a hard copy of the Notice of Meeting ahead of our AGM unless you have

specifically requested one. Please visit www.afi.com.au to view and download our Notice of

Meeting, our Annual Report and other meeting documents are also available on this webpage.

Voting Form

If you are unable to join us for the AGM, we encourage you to lodge a vote prior to the meeting

or, alternatively, to appoint a proxy to attend either in person or virtually, and vote on your behalf.

Enclosed with this letter is a hard copy of your Voting Form which is personalised to you. Please

complete the Voting Form if you would like to appoint a proxy to attend the meeting and vote on

your behalf. Page 6 of the Notice of Meeting sets out the various ways in which you can submit

the Voting Form. Please note that for a proxy appointment to be effective, it must be received by

10.00am (AEDT) on Sunday 2 October 2022.

29 August 2022

Australian Foundation

Investment Company Limited

ABN 56 004 147 120

Level 21, 101 Collins St

Melbourne VIC 3000

T 03 9650 9911

F 03 9650 9100

invest

@

afi.com.au

afi.com.au

ABN 56 004 147 120

000001

000 1301011221012102012221332120133322113

SAM

MR JOHN SAMPLE

FLAT 123

SAMPLE STREET

SAMPLE STREET

SAMPLE STREET

SAMPLETOWN VIC 3030

288500_23_V5
Questions from shareholders

Shareholders will have a reasonable opportunity to ask questions at the AGM (including an

opportunity to ask questions of the Auditor) verbally or via the meeting platform.

As was the case last year, we also welcome shareholder questions in advance of the meeting.

These can be emailed to the Company at agm@afi.com.au or enclosed with your returned

Voting Form if you elect to return a hard copy.

Shareholders and guests who are unable to join us in person or virtually are able to listen to the

AGM. Please dial 1800 809 971 and state that you would like to join the Australian Foundation

Investment Company call. Please allow 10 minutes to join the call.

If it becomes necessary to adjust the arrangements for holding AFIC’s AGM, we will provide

shareholders with as much notice as possible. We encourage shareholders to monitor the ASX

website and the AFIC website at www.afi.com.au for any updates. For the health and safety

of all attendees, if you feel unwell or have any symptoms of COVID-19, we ask that you do not

attend the AGM in person, and instead join the AGM online. By attending the AGM in person you

are agreeing to abide by any health and safety rules issued by the venue or the Company.

On behalf of the Board, I thank you for your continuing support as a shareholder. We look forward

to welcoming you to our hybrid AGM either virtually or in person on 4 October 2022.

Yours sincerely

John Paterson

Chairman

Notice of Annual
General Meeting

2022

The Annual General Meeting of Australian

Foundation Investment Company Limited,

ABN: 56 004 147 120 (‘the Company’)

will be held at 10.00am (AEDT) on

Tuesday 4 October 2022

Australian Foundation Investment Company Limited

3Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2022
The Annual General Meeting of Australian Foundation Investment Company Limited, ABN: 56 004 147 120 (‘the Company’)

will be held at 10.00am (AEDT) on Tuesday 4 October 2022 and will take place physically at the Clarendon Auditorium, Melbourne

Convention and Exhibition Centre (MCEC), 2 Clarendon Street, Southbank, Victoria, Australia and via an online platform at

meetnow.global/M566RZV.

Shareholders are requested to participate in the AGM in person, via our online AGM platform or via the appointment of a proxy.

Further information on how to participate virtually is set out in this Notice and the Online Meeting Guide.

The Company has determined that, for the purpose of voting at the meeting, shares will be taken to be held by those persons recorded

on the Company’s register at 7.00pm (AEDT) on Sunday 2 October 2022.

1. Financial Statements and Reports

To consider the Directors’ Report, Financial Statements and Independent Audit Report for the financial year ended 30 June 2022.

(Please note that no resolution will be required to be passed on this matter).

2. Adoption of Remuneration Report

To adopt the Remuneration Report for the financial year ending 30 June 2022.

To consider and, if thought fit, to pass the following resolution (as an ordinary resolution):

“That the Remuneration Report for the financial year ended 30 June 2022 be adopted.”

(Please note that the vote on this item is advisory only)

3. Re-election of Director

To consider and, if thought fit, to pass the following resolutions (as ordinary resolutions):

“That Rebecca Dee-Bradbury, a Director retiring from office in accordance with Rule 46 of the Constitution, being eligible is re-elected

as a Director of the Company.”

4. Amendments to the Constitution

To consider and, if thought fit, pass the following resolution as a special resolution:

“That for the purposes of Section 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Constitution of the Company

be amended as set out in the document made available at afi.com.au/shareholders and signed by the Chair for the purposes

of identification, with effect from the close of this meeting.”

By Order of the Board


Matthew Rowe

Company Secretary

29 August 2022

BUSINESS OF THE MEETING

4Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2022
The Explanatory Notes below provide

additional information regarding the items

of business proposed for the Annual

General Meeting.

IMPORTANT: Shareholders are urged

to direct their proxy how to vote by

clearly marking the relevant box for

each item on the proxy form.

Please ensure that your properly

completed proxy form reaches

the share registry by the deadline

of 10.00am (AEDT) on Sunday

2 October 2022.

Where permitted, the Chairman

of the meeting intends to vote

undirected proxies in favour

of all items of business.

1. Financial Statements

and Reports

During this item there will be a reasonable

opportunity for shareholders to ask

questions and comment on the Directors’

Report, Financial Statements and

Independent Audit Report for the financial

year ended 30 June 2022. No resolution

will be required to be passed on this

matter.

Shareholders who have not elected to

receive a hard copy of the Company’s

2022 Annual Report can view or

download it from the Company’s

website at:

afi.com.au/our-company

#Companyreports

2. Adoption of

Remuneration Report

During this item there will be a

reasonable opportunity for shareholders

at the meeting to comment on and ask

questions about the Remuneration Report

which can be found in the Company’s

2022 Annual Report.

As prescribed by the Corporations Act 2001,

the vote on the proposed resolution is an

advisory one.

Voting Exclusions on Item 2

Pursuant to Sections 250BD and 250R

of the Corporations Act 2001 (Cth),

votes may not be cast, and the Company

will disregard any votes cast, on the

resolution proposed in Item 2

(‘Resolution 2’):

• by or on behalf of any member

of the key management personnel

of the Company’s consolidated

group (a ‘KMP member’) whose

remuneration details are included in

the Remuneration Report or any of

their closely related parties; or

• as a proxy by a person who is a KMP

member at the date of the meeting or

any of their closely related parties,

unless the votes are cast:

• as a proxy for a person who is

entitled to vote on Resolution 2 in

accordance with a direction in the

proxy appointment; or

• by the Chairman of the Annual General

Meeting as a proxy for a person

who is entitled to vote on Resolution

2 in accordance with an express

authorisation in the proxy appointment

to cast the votes even though

Resolution 2 is connected directly

or indirectly with the remuneration

of a KMP member.

If the Chairman of the Annual General

Meeting is appointed, or taken to be

appointed, as a proxy, the shareholder

can direct the Chairman to vote for or

against, or to abstain from voting on,

Resolution 2 by marking the appropriate

box opposite Item 2 on the proxy form.

For the purposes of these voting

exclusions, a ‘closely related party’

of a KMP member means (1) a spouse

or child of the KMP member, (2) a child

of the KMP member’s spouse, (3) a

dependant of the KMP member or of

the KMP member’s spouse, (4) anyone

else who is one of the KMP member’s

family and may be expected to influence

the KMP member, or be influenced by

the KMP member, in the KMP member’s

dealings with the Company, or (5) a

company the KMP member controls.

The Company will also apply these

voting exclusions to persons appointed

as attorney by a shareholder to attend

and vote at the Annual General Meeting

under a power of attorney, as if they were

appointed as a proxy.

Pursuant to Sections 250BD(2) and

250R(5) of the Corporations Act 2001,

if the Chairman of the meeting is a proxy

and the relevant shareholder does not

mark any of the boxes opposite Item 2,

the relevant shareholder will be expressly

authorising the Chairman to exercise

the proxy in relation to Item 2.

Board recommendation: Noting

that each director has a personal

interest in their own remuneration

from the Company, as described in

the Remuneration Report, the Board

unanimously recommends that

shareholders vote IN FAVOUR

of this resolution.

EXPLANATORY NOTES

5Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2022
3. Re-election of Director

Ms Rebecca Dee-Bradbury was elected

as a Director by shareholders at the 2019

AGM. As such she is required to seek

re-election by shareholders at this AGM.

Her biographical details are set out below:

Rebecca Dee-Bradbury

BBus, GAICD

Independent Non-Executive Director

Member of the Investment and

Nomination Committees

Ms Dee-Bradbury was previously Chief

Executive Officer/President of Developed

Markets (Asia Pacific and ANZ) for

Mondelez from 2010 to 2014. Before

joining Mondelez Ms Dee-Bradbury was

Group CEO of the global Barbeques

Galore group, and has held other senior

executive roles in organisations including

Maxxium, Burger King Corporation and

Lion Nathan/Pepsi Cola Bottlers.

Ms Dee-Bradbury is a Non-Executive

Director of BlueScope Steel Limited

(appointed April 2014), a Director of

Energy Australia Holdings following her

appointment in April 2017 and a member

of Chief Executive Women and of the

Women Corporate Directors Foundation.

Ms Dee-Bradbury was formerly a

Non-Executive Director of Grain Corp

Limited (from 2014 to 2020) and Tower

Limited (NZ) until her resignation in 2016

and a former member of the Federal

Government’s Asian Century Strategic

Advisory Board.

Board recommendation and

undirected proxies: The Board

(with Ms Dee-Bradbury abstaining)

recommends that shareholders vote

IN FAVOUR of this resolution, and

the Chairman of the meeting intends

to vote any undirected proxies IN

FAVOUR of this resolution.

Further information regarding the

Company’s Corporate Governance

arrangements and the Board’s role can

be found on the Company’s website at:

afi.com.au/corporate-governance

4. Amendments to

the Constitution

Overview

It is proposed that the Company’s

Constitution be amended to reflect

changes in law, regulation and market

practice since the Constitution was last

updated in 2012.


A marked up copy of the Company’s

Constitution showing the proposed

changes is available afi.com.au/

shareholders and copies are also

available for inspection until the close of

the AGM at the Company’s registered

office at Level 21, 101 Collins Street,

Melbourne VIC 3000.

A summary of the proposed changes

is set out below.

New Rule 2(f) – giving the ASX

Listing Rules priority in the event

of any conflict with the provisions

of the Company’s Constitution

Listed entities have the option of including

certain pro forma provisions (in the form

of the provisions set out in ASX Appendix

15B) in their constitution which are

intended to ensure that in the event of

any inconsistency between the entity’s

constitution and the ASX Listing Rules,

the ASX Listing Rules will prevail. A key

benefit of including these provisions in

the new Rule 2(f) is that the Company’s

Constitution will not require modification

to the extent a change to the ASX

Listing Rules in the future requires the

Constitution to contain or omit certain

provisions.

Rule 9 – updating the number

of joint holders that may be

registered from three to four

Currently, Rule 9(a) states that the

Company is not bound to register more

than three persons as the holders of

shares. In April 2021, ASX announced

the replacement of the existing

CHESS clearing system with CHESS

Replacement which, broadly speaking,

seeks to provide issuers and investors

with greater control over, and enhanced

confidence in, market activities through

timely, secure and simplified access

to the register of holders (for issuers),

financial assets (for investors) and

associated information. The change to

Rule 9(a) from three to four joint holders

has been proposed to address that

CHESS Replacement will allow up

to four joint holders of a security.

CHESS Replacement was scheduled for

implementation in April 2023 but the ASX

has announced that this date is no longer

feasible. The revised implementation

date is expected be determined by ASX

after further consultation with relevant

stakeholders.

New Rule 20A – payments that

are required by the Company

The proposed new Rule 20A seeks to

clarify that where a taxation authority

or government requires the Company

to make a payment on behalf of any

holder of the Company’s shares (for

example, this would cover payments

such as withholding taxes) this money

is recoverable by the Company from

the particular shareholder (or their legal

representatives). The Company is also,

at its discretion, able to charge interest

on these amounts in order to ensure that

the shareholders as a whole are not left

worse off as a result of these payments.

Provisions such as Rule 20A are

commonly included in modern

constitutions and bolster any statutory

or other legal rights that the Company

has to recover such monies in these

circumstances.

6Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2022
Rule 37 – updating the provisions

relating to voting at General

Meetings

Following amendments to the Corporations

Act made by the Corporations Amendment

(Meetings and Documents) Act 2022 (Cth),

resolutions in the notice of meeting of

listed entities must be considered by a

poll rather than a show of hands. The

ASX also requires that all Listing Rule

resolutions be conducted by way of

poll rather than by a show of hands.

The amendments to Rule 37 reflect

these changes.

Rule 37(b) has been retained because

despite the default position being

that every substantive resolution will

need to be put to a poll there may be

situations where calling a poll will involve

unnecessary additional administration

and a show of hands should be used

if a poll is not required.

Rules 45 and 48 – Director eligibility

requirements

The Company is required to comply with

various laws, regulations and standards.

Some of these laws can require the

Company’s directors to satisfy certain

requirements (for example, Australia’s

financial services licensing laws require a

financial services licensee’s responsible

officers to satisfy a good fame and

character requirement).

The proposed amendments to Rule

45 and Rule 48 (and in the inclusion

of the definition of ‘relevant Director

Requirements’ in Rule 1) will:

• require any nominated director to

satisfy, and the existing directors

to continue to satisfy, any eligibility

requirements prescribed by law,

regulations or standards; and

• require any nominated director

or existing director to provide all

information and consents that the

Board reasonably requests to enable

the Board to determine if the person is

eligible to become or remain a director

under the requirements prescribed

by Australian law, regulations or

standards.

The effect of these proposed changes

is that a person will not be able to

be nominated for consideration as a

Director if they are not eligible under the

relevant regulatory requirements or the

person does not provide the necessary

information to the Company to enable

the Board to determine if the person is

eligible under the relevant regulatory

requirements.

The Board consider that these proposed

amendments are necessary to strengthen

the process for ensuring that any

proposed or existing directors of the

Company are eligible to hold office

under the relevant laws, regulations

and standards at any point in time.

Importantly, the proposed amendments

would only impose eligibility requirements

on directors if the relevant laws, regulations

and standards required them.

Rule 72 – updating the notice

provisions, including the use

of electronic notices

The suggested changes to Rule 72

facilitate the use of electronic notices and

offers to shareholders. They enable:

• notices and offers of securities to be

sent via electronic means;

• notices and offers of securities to refer

to an electronic address that contains

the primary notice, documents or

attachments;

• notices and offers of securities to

shareholders outside of Australia to be

sent or made available electronically;

and

• notices and offers to be deemed

to be delivered in the event that the

shareholder does not have a registered

address.

These suggested changes are facilitative

and will provide the Company with

greater flexibility in communicating with

shareholders. Importantly, they do not

mandate electronic communication

with shareholders – but, rather, allow for

greater flexibility in the manner in which

notices and documents may be provided

electronically where a shareholder agrees

to the use of electronic communications.

EXPLANATORY NOTES

continued

7Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2022
Miscellaneous changes

In the course of undertaking its review

of the Constitution, the Board has

also identified a number of minor and

technical matters that would benefit

from amendment. These proposed

amendments are summarised below.

• Rule 1 (Definitions) – a number of

amendments to definitions in Rule 1

have been proposed as follows:

– The definition of ‘Shareholder

Present’ to clarify that shareholders

attending a meeting via virtual

meeting technology are considered

to be present at the meeting.

– Updating the definitions of ‘ASTC’

and ‘ASTC Settlement Rules’

to reflect their current names.

– Including a definition for ‘Direct Vote’.

• Rule 9(f)(Direct Votes) – amendments

to clarify the administration of Direct

Votes in the context of joint holders in a

manner consistent with voting in person

or by proxy, authorised representative

or attorney.

• Rules 33, 34, 35, 36, 37, 39, 40, 57

and 58 (references to chair of the

meeting) – a number of technical

drafting edits to these Rules to correct

references from the ‘Chair’ to the

‘chair of the meeting’.

• Rule 43 (Proxies) – amendments

to provide greater flexibility for the

Company to deal with incomplete proxy

forms, and to deal with the electronic

lodgement of proxy appointments.

• Rule 55 (Convening Board meetings)

– amendments to clarify that any

director may convene a meeting of the

Board (and that the Secretary must

convene a meeting of the Board when

requested to do so by any Director).

• Rule 69 (Distributions in kind) –

amendments to clarify the types of

distributions that can be made in order

to allow greater flexibility in the event

that particular assets need to be sold

or securities in another corporation

need to be transferred to the Company’s

shareholders as part of any dividend

or other distribution.

• Rule 78 (Restricted Securities) –

amendments to Rule 78 reflect the

provisions required to be included in

an entity’s constitution by amendments

to ASX Listing Rule 15.12 that

came into effect on 1 December

2019. Restricted securities include

categories of securities that ordinarily

are subject to ASX’s mandatory

escrow requirements by reference

to the circumstances in which they

were issued (e.g. securities may

be restricted securities if they were

issued to a related party, promoter,

seed capitalist, vendor or professional

adviser or consultant for cash, or as

consideration for the sale of classified

assets or for services rendered). ASX

also has discretion to designate other

securities as restricted securities.

• Other – a number of consequential

drafting amendments flowing from

the above changes and other minor

clarifications and corrections.

Board recommendation and undirected

proxies: The Board recommends that

shareholders vote IN FAVOUR of this

resolution, and the Chairman of the

meeting intends to vote any undirected

proxies IN FAVOUR of this resolution.

8Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2022
SHAREHOLDER INFORMATION

Shareholders and Proxyholders have two options for participating at the AGM:

In person

Online via the Computershare Meeting Platform (access via meetnow.global/M566RZV)

In Person

The AGM will be held at the Clarendon Auditorium, Melbourne Convention and Exhibition Centre (MCEC),

2 Clarendon Street, Southbank, Victoria, Australia.

If it becomes necessary to make further arrangements for holding AFIC’s AGM, we will provide shareholders with as much notice as

possible in the circumstances. However, we encourage shareholders to monitor the ASX website and the AFIC website at afi.com.au

for any updates. For the health and safety of all attendees, if you feel unwell or have any symptoms of COVID-19, we ask that you do

not attend the AGM in person, and instead join the AGM online.

Yarra River

RS

1296109

96

109

Grassed Area

Seafearers Bridge

P

Siddeley Street Car Park

P

Car Park

Entry

P

Car Park

Exit

P

P

P

P

P

Loading Dock

Entry/Exit

Loading Dock

Entry

Loading

Dock Exit

Wright Walk

Dukes Walk

Orrs Walk

Rona Walk

Orrs Walk

DFO Homemaker

Pan Pacific Hotel

South Wharf Promenade

Polly Woodside

DFO

Wilson Parking

South Wharf

Novotel

Hotel

Link to

Novotel Hotel

Normanby Road

Wurundjeri Way

Convention Centre Place

Clarendon Street

W

e

s

t

g

a

t

e


F

r

e

e

w

a

y


R

a

m

p

M

u

n

r

o


S

t

r

e

e

t

H5.1–5.5

H4.1–4.5

H3.1–3.5

H2.1–2.5

H1.1–1.5

Plenary Balcony

Plenary

3

Plenary

2

Plenary

1

Stage

101

102

103

104

105

106

107

108

109

110

111

112

SP101

O101

Stair 1

Stair 2

Stair 3

Door 16

Door 15

Door 14

Door 13

Door 12

Door 11

Kiosk D

Link to

Pan Pacific

Hotel

H6

H7

H8

Door 20

Door 21

VIP Suites

1

2

O9

Terrace

Sovereign

Room

MCEC

Level One

Convention Centre

Place Entrance

Clarendon Street

Entrance

Enter Here

Convention Centre

Exhibition Centre

Doors 11–21

Exhibition Centre

Doors 1–10

MEC Basement Car Park

Parking

P

Ride Share

RS

Bike Route

Bike Parking

Tram Line

Taxis

Buses/Skybus

Polly Woodside

Boardroom

Business Centre

O1

Organiser Office

H1

Hospitality Suites

SP1

Speaker Prep Room

Showers

First Aid

Prayer Room

Accessible Toilet

Male Toilet

Female Toilet

Parents Room

Cafe

Cloak Room

Cutomer Service

Kiosk

Security

Escalator

Lifts

Stairs

Entry/Exit

Transfer Points

Clarendon

Auditorium

Clarendon Auditorium

Directional Map

9Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2022
Via the Online Platform

If shareholders are attending on line they

must use the Computershare Meeting

Platform to participate in the meeting.

To participate in the meeting, you can

log in by entering the following URL

meetnow.global/M566RZV on your

computer, tablet or smartphone.

Online registration will open

1 hour before the meeting.

To make the registration process

quicker, please have your SRN/HIN and

registered postcode or country code

ready. Proxyholders will need to contact

Computershare prior to the meeting to

obtain their login details.

To participate in the meeting online follow

the instructions below.

1. Click on ‘Join Meeting Now’.

2. Enter your SRN/HIN. Proxyholders will

need to contact Computershare on

+61 3 9415 4024 one hour prior to the

meeting to obtain their login details.

3. Enter your postcode registered to

your holding if you are an Australian

securityholder. If you are an overseas

securityholder select the country

of your registered holding from

the drop-down list.

4. Accept the Terms and Conditions

and ‘Click Continue’.

Online Meeting Guide:

www.computershare.com.au/

virtualmeetingguide

A detailed guide on how to participate

virtually is set out in the Online Meeting

Guide (computershare.com.au/

virtualmeetingguide) or on our website

at afi.com.au. This Guide explains

how you can ensure your browser is

compatible with the online platform,

as well as a step-by-step guide to

successfully log in and navigate the site.

Voting Options for the AGM

• Voting in person at the meeting

• Direct voting via the online AGM

platform during the AGM

• Appointing a proxy

All Resolutions Will be by Poll

As some shareholders may participate

virtually in the Meeting each resolution

considered at the Meeting will be

conducted by a poll. The Board considers

voting by poll to be in the interests of the

shareholders as a whole and ensures

the views of as many shareholders as

possible are represented at the Meeting.

Direct Voting Via Online AGM

Platform – During the AGM

In accordance the Company’s

Constitution (‘Constitution’), the Directors

have determined that at the AGM, a

shareholder who is entitled to vote on

a resolution at the AGM is entitled to a

direct vote in respect of that resolution

and have approved the use the online

AGM platform as the means by which

shareholders can deliver their direct

vote in real time during the AGM.

Shareholders can participate in the

AGM via the Computershare Meeting

Platform and will be able to vote directly

through the online platform in real time.

Shareholders and proxyholders can vote

directly online at any time between the

start of the AGM at 10.00am (AEDT) and

the closure of voting as announced by the

Chairman during the Meeting.

More information regarding direct voting

during the AGM is detailed in the Online

Meeting Guide available on our website

afi.com.au.

Listening to the AGM

Via Telephone

Shareholders and guests who are

unable to join us in person or virtually

are able to listen to the AGM. Please

dial 1800 809 971 and state that you

would like to join the Australian

Foundation Investment Company call.

Please allow 10 minutes to join the call.

10Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2022
Proxies

If you cannot attend the meeting online at

the scheduled time, you can participate in

the AGM by appointing a proxy to attend

and vote at the AGM. Shareholders can

appoint a proxy on the enclosed Proxy

Form, instructions on how to lodge the

Proxy Form are contained in the attached

Notice of Meeting.

1. A shareholder entitled to attend

and vote at this meeting is entitled

to appoint not more than two proxies

(who need not be members of the

Company) to attend, vote and speak

in the shareholder’s place and to join

in any demand for a poll.

2. A shareholder who appoints two

proxies may specify a proportion or

number of the shareholder’s votes

each proxy is appointed to exercise.

Where no such specification is made,

each proxy may exercise half of the

votes (any fractions of votes resulting

from this are disregarded).

3. Proxy forms may be lodged online

by visiting investorvote.com.au or

by scanning the QR Code on the

proxy form with a mobile device.

4. Relevant custodians may lodge

their proxy forms online by visiting

intermediaryonline.com

5. Proxy forms and any authorities (or

certified copies of those authorities)

under which they are signed may be

also delivered, by mail or by fax to the

Company’s Share Registry (see details

below) no later than 48 hours before

the meeting, being 10.00am (AEDT)

on Sunday 2 October 2022. Further

details are on the proxy form.

6. A proxy need not vote in that capacity

on a poll (unless the proxy is the

Chairman of the meeting). However, if

the proxy’s appointment specifies the

way to vote on a resolution, and the

proxy decides to vote in that capacity

on that resolution, the proxy must vote

the way specified (subject to the other

provisions of this Notice, including the

voting exclusions noted above).

7. In certain circumstances the Chairman

of the meeting will be taken to have

been appointed as the proxy of the

relevant shareholder in respect of the

meeting or the poll on that resolution

even if the shareholder has not

expressly appointed the Chairman

of the meeting as their proxy. This

will occur where:

• an appointment of a proxy specifies

the way the proxy is to vote on

a particular resolution; and

• the appointed proxy is not the

Chairman of the meeting; and

• at the meeting, a poll is called

on the resolution; and

• either of the following apply:

– if a record of attendance is made

for the AGM and the proxy is not

recorded as attending

– the proxy does not vote on

the resolution.

Corporate Representatives

A body corporate which is a shareholder,

or which has been appointed as a proxy,

may appoint an individual to act as its

representative at the meeting. Evidence

of the appointment of a corporate

representative must comply with

Section 250D of the Corporations Act 2001

and be lodged with the Company before

the AGM.

Attorneys

A shareholder may appoint an attorney

to vote on their behalf. To be effective

for the meeting, the instrument effecting

the appointment (or a certified copy of it)

must be received by the deadline for the

receipt of proxy forms (see above), being

no later than 48 hours before the meeting.

Questions from Shareholders

Shareholders who are unable to attend

the meeting or who prefer to register

questions in advance are invited

to use the question form included

with their proxy form or via email

agm@afi.com.au. The deadline for

receipt of questions by email to be

considered at the AGM is 20 September

2022. During the course of the meeting,

the Chairman will endeavour to address

the themes most frequently raised in the

submitted question forms. Please note

that individual responses will not be

sent to shareholders.

You may also submit questions and

comments during the AGM in real time

via the online platform. Please note,

only shareholders may ask questions

online. More information regarding asking

questions during the AGM is detailed in

the Online Meeting Guide available on

our website afi.com.au.

SHAREHOLDER INFORMATION

continued

11Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2022
Share Registry

The Company’s Share Registry details

are as follows:

Computershare Investor

Services Pty Limited

Street Address

Yarra Falls

452 Johnston Street

Abbotsford VIC 3067

Postal Address

GPO Box 242

Melbourne VIC 3001

Telephone

1300 662 270 (within Australia)

0800 333 501 (within New Zealand)

+61 3 9415 4373 (outside Australia)

Facsimile

1800 783 447 (within Australia)

+61 3 9473 2555 (outside Australia)

Internet

investorcentre.com/contact

288500_17_V3













































ABN 56 004 147 120

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1300 662 270 (within Australia)

+61 3 9415 4373 (outside Australia)

All your securities will be voted in accordance with your directions. Each resolution considered

at the meeting will be conducted by a poll.



























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Sunday 2 October 2022

You may elect to receive meeting-related

documents, or request a particular one, in

electronic or physical form and may elect

not to receive annual reports. To do so,

contact Computershare.

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the

meeting you will need to provide the appropriate “Appointment of Corporate

Representative”. A form may be obtained from Computershare or online at

www.investorcentre.com under the help tab, “Printable Forms”.

XX













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*S00000112Q01*

288500_17_V3
I/We being a shareholder/s of AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED hereby appoint

the Chairman

of the meeting

OR

or failing the individual or body corporate named in relation to the meeting generally or in relation to a poll on a given resolution, or if no individual

or body corporate is named, the Chairman of the meeting, as my/our proxy to act generally at the meeting or in relation to a poll on the given

resolution (as applicable) on my/our behalf, including to vote in accordance with the following directions (or if no directions have been given, and

to the extent permitted by law, as the proxy sees fi t), at the Annual General Meeting of Australian Foundation Investment Company

Limited

that will be held at the Clarendon Auditorium, Melbourne Convention and Exhibition Centre (MCEC), 2 Clarendon Street,

Southbank Victoria and via an online platform at 10.00am (AEDT) on Tuesday 4 October 2022

and at any adjournment or

postponement of that meeting.

Chairman to vote undirected proxies as follows: I/We acknowledge that the Chairman of the meeting intends to vote undirected proxies

in favour of each item of business, to the extent permitted by law.

Chairman authorised to exercise proxies on remuneration related matters: If I/we have appointed the Chairman of the meeting as my/our

proxy (or the Chairman of the meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the meeting, to the extent

permitted by law, to exercise my/our proxy in respect of item 2 even though item 2 is connected directly or indirectly with the remuneration of a

member of key management personnel of Australian Foundation Investment Company Limited and its consolidated group, which includes the

Chairman of the meeting.

Items of Business

STEP 2

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your

behalf on a poll and your votes will not be counted in computing the required majority

Appoint a proxy to vote on your behalf

Signature of Shareholder(s) This section must be completed.

SIGN

STEP 1

PLEASE NOTE: Leave this box blank if

you have selected the Chairman of the

meeting. Do not insert your own name(s).

Individual or Shareholder 1

Sole Director and Sole Company Secretary

Shareholder 2

Director

Shareholder 3

Director/Company Secretary

Contact

Name

Contact

Daytime

Telephone

Date

/ /

Please mark to indicate your directions

Proxy Form

Change of address. If incorrect,

mark this box and make the correction

in the space to the left. Shareholders

sponsored by a broker (reference

number commences with ’X’) should

advise their broker of any changes.

AFI288500A

For

Against

Abstain

Item 2Adoption of Remuneration Report

Item 3Re-election of Director - Ms Rebecca Dee-Bradbury

Item 4Amendments to the Constitution

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business, to the extent permitted by law. In exceptional

circumstances, the Chairman of the Meeting my change his/her voting intention on any resolution, in which case an ASX announcement will be

made.

I 9999999999 I N D

XX

MR JOHN SAMPLE

FLAT 123

123 SAMPLE STREET

THE SAMPLE HILL

SAMPLE ESTATE

SAMPLEVILLE VIC 3030

*I1234567890*

AFI
Questions from Shareholders


Question(s): Please mark X if it is a question directed to the auditor


1 ___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

__________________________________________________________________________________________________

__________________________________________________________________________________________________

2 ___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

__________________________________________________________________________________________________

__________________________________________________________________________________________________

3 ___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

__________________________________________________________________________________________________

__________________________________________________________________________________________________

4 ___________________________________________________________________________________________

___________________________________________________________________________________________

___________________________________________________________________________________________

__________________________________________________________________________________________________

__________________________________________________________________________________________________

All correspondence to:

AFI Share Registrar

Computershare Investor Services Pty Limited

GPO Box 242

Melbourne Victoria 3001

Australia

288500_21_V2

The Annual General Meeting (AGM) of Australian Foundation Investment Company Limited will be held at the Clarendon Auditorium,

Melbourne Convention and Exhibition Centre (MCEC), 2 Clarendon Street, Southbank Victoria and via an online platform at

10.00am (AEDT) on Tuesday 4 October 2022. Shareholders who are unable to attend the meeting, or who prefer to register

questions in advance, are invited to submit any questions they have by completing and returning this form.

Please return your completed question form to our Share Registrar, Computershare Investor Services Pty Limited, GPO Box 242,

Melbourne VIC 3001, or by facsimile to 1800 783 447 (outside Australia +61 3 9473 2555) by Tuesday 20 September 2022.

The envelope provided for the return of your proxy form may also be used for this purpose.

You may also submit written questions to the auditor if the questions are relevant to the content of the auditor’s report or the conduct

of the audit of the fi nancial statements to be considered at the AGM.

We will endeavour, during the course of the AGM, to address the themes most frequently raised in the submitted question forms.

Please note that individual responses will not be sent to shareholders.

ABN 56 004 147 120

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.