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2023 Annual Reports and AGM Documentation

AGM31 August 2023AFIFinancials

31 August 2023



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 2023 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

Income,
Capital Growth,

Low Cost

Annual Report

2023

3 DIRECTORS’
REPORT

3 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

30 Non-audit Services

31 Auditor’s Independence

Declaration


32 FINANCIAL

STATEMENTS

33 Consolidated Income Statement

34 Consolidated Statement of

Comprehensive Income

35 Consolidated Balance Sheet

36 Consolidated Statement

of Changes in Equity

38 Consolidated Cash Flow

Statement

39 NOTES TO

THE FINANCIAL

STATEMENTS

39 A. Understanding AFIC’s

Financial Performance

43 B. Costs, Tax and Risk

46 C. Unrecognised Items

47 D. Balance Sheet

Reconciliations

49 E. Income Statement

Reconciliations

50 F. Further Information

56 DIRECTORS’

DECLARATION

57 INDEPENDENT

AUDIT REPORT

62 OTHER

INFORMATION

62 Information About Shareholders

62 Major Shareholders

63 Sub-underwriting

63 Substantial Shareholders

63 Transactions in Securities

64 Major Transactions in the

Investment Portfolio

66 Holdings of Securities

68 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.

#

Includes a non-cash dividend of $74.9 million from the BHP Petroleum/Woodside merger in 2022.

Profit for

the Year

$310.2m

$360.6m in 2022

#

Fully Franked

Dividend

14

¢

Final

25

¢

Total

24 cents total

in 2022

Total

Shareholder

Return

-1. 4 %

Share price plus

dividend, including

franking*

Management

Expense Ratio

0 .14 %

0.16% in 2022

Total Portfolio

$8.9b

Including cash

at 30 June.

$8.2 billion in 2022

2023

Total Portfolio

Return

13.9%

Including franking*

S&P/ASX 200

Accumulation Index

including franking*

16.6%

1

Australian Foundation Investment Company Limited Annual Report 2023

2
Australian Foundation Investment Company Limited Annual Report 2023

DIRECTORS’ REPORT
5 Year Summary

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 2023: 10.0 cents; 2022: 14.29 cents, 2021: 4.29 cents,

2020: 7.14 cents, 2019: 7.14 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)

Investments at Market Value

($ Million)

(d)

Net Asset Backing Per Share

($)

(e)

Number of Shareholders

(30 June)

20192020

20192020

20192020

20192020

20192020

2021

2021

2021

2022

2022

2021

2021

2022

2022

2022

2023

272.2

134.2

(a)

240.4

235.1

360.6

310.2

2023

34.0

19.9

19.3

29.4

25.1

2023

6.49

5.96

7.45

6.63

7.19

2023

138,671

153,588

159,500

164,979

163,964

2023

7,566

7,122

8,978

8,087

8,753

Dividends Per Share

(Cents)

(b)

20202021202220192023

24

2424

32

(c)

24

8

(c)

25

3

Australian Foundation Investment Company Limited Annual Report 2023

4
Australian Foundation Investment Company Limited Annual Report 2023

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

Our investment philosophy is built on

taking a medium to long term view on

companies in a diversified portfolio with

an emphasis on identifying and investing

in quality companies that are likely to

sustainably grow their earnings and

dividends over this timeframe.

Quality in this context is an outcome of

our assessment of the following factors:

1. We prefer companies that have a

leadership position or are developing

one within the industry in which they

operate. This will often mean we are

investing in a unique set of assets with

competitive advantages that produces

attractive returns on invested capital.

2. As a long term, tax aware investor we

seek to be in companies that have a

long term sustainable business model,

with low risk of disruption. This helps

to ensure portfolio turnover remains

low. The analysis may consider

technological disruption, environmental

issues, including the impact of climate

change, and social risks as all of these

factors can have a material impact

on the assessment of a company’s

long term sustainability.

3. We consider how a company’s

business can be potentially impacted

by influences outside the control

of management such as change in

government regulation and/or policy.

4. We are attracted to companies with

outstanding management teams

and boards with strong governance

processes, whose interests are

closely aligned with shareholders,

and act in the best interest of all

their stakeholders, including their

employees, customers, suppliers

and wider communities. We consider

matters including safety, diversity,

social impacts, environmental impact,

and modern slavery where material

or appropriate in the context of that

company. We regularly review and

meet with companies to ensure

ongoing alignment with our investment

frameworks. Our process may

include an assessment of the board

in terms of their past performance,

history of capital allocation, level of

accountability, mix of skills, relevant

experience and succession planning.

We also consider a company’s degree

of transparency and disclosure.

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 and our

voting record is on the company’s

website. We actively engage with

companies when we are concerned

about resolutions that are not aligned

with shareholders’ interests. We seek

to stay engaged with the companies

and satisfy ourselves that any issues

are taken seriously and worked

through constructively. Ideally we

seek to remain invested to influence a

satisfactory outcome for stakeholders.

5. We prefer companies with more

stable income flows. We are wary

of companies that have large,

inconsistent profit streams.

6. We like our companies to be financially

strong and the assessment of the

balance sheet and the degree to which

the company is self-funding is critical

in our analysis. Cash generation is

also an important consideration.

Analysis of the above factors helps to

inform us of the structure of the industry

and a company’s sustainable competitive

position as well as the quality of the

people running the business, strength

of the balance sheet and consistency

of earnings. Within this analysis some

key financial metrics are considered.

These include return on capital employed,

return on equity, the level of gearing

in the balance sheet, margins and free

cash flow generation.

Alongside the assessment of quality

is an analysis of the ability of companies

to grow earnings over time, which

ultimately should drive 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.

Reporting of social and environmental

issues will be influenced by the

development of standards by the

International Sustainability Standards

Board (ISSB). Their potential introduction

in Australia should enable investors over

time to better make informed decisions

on these issues based on company

disclosures arising from these standards.

Assessment of commitments and plans

by companies to reach net zero by 2050

may also be considered having regard to

several factors. These include the industry

in which they operate, progress against

their plans, their broader contribution to

social good in addressing the challenge

of reducing global carbon emissions,

and the impact on their value if they fail

to achieve their stated goals. In applying

external data for benchmarking*, the

current carbon intensity of AFIC’s portfolio

is considerably less than the S&P/ASX

200 Index.

In building the investment portfolio with

the principles outlined, we believe we can

offer investors a well-diversified portfolio

of quality companies structured to deliver

total returns ahead of the Australian

equity market over the long term with

less volatility and with more consistent

dividends.

From time to time, some borrowings

may be used where potential investment

returns justify the use of debt.

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 additional 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 2023 this was

0.14 per cent, or 14 cents for each

$100 invested.

* Data provided by ISS ESG.

Portfolio at 30 June 2023.

5

Australian Foundation Investment Company Limited Annual Report 2023

Profit and Dividend
The full year profit was $310.2 million,

down from $360.6 million in the previous

corresponding period. Last year’s profit

included a dividend of $74.9 million

(which was non-cash but carries franking

credits with it) resulting from the BHP

Petroleum/Woodside merger. Excluding

this figure, the full year profit was up

8.6 per cent from $285.7 million in the

corresponding period last year. The

increase in the underlying profit from

last year was driven by higher dividends

received from investee companies

and adjustments made to the portfolio

throughout the year.

Earnings per share for the financial year

were 25.1 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 25 cents per share following the 1 cent

per share increase in the interim dividend

declared in January 2023.

Seven 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 10.0 cents per share. The

enables some shareholders to claim

a tax deduction in their tax return.

Market and Portfolio

Performance

The Australian equity market enjoyed

a strong year despite significant the

increase in interest rates over the period

in response to inflationary pressures and

a somewhat more subdued outlook for

economic growth. In some quarters there

are concerns about a looming recession,

but this has yet to eventuate, and the

employment market remains strong.

However, this environment produced

quite a marked divergence in performance

across sectors.

Including the benefit of franking credits,

the S&P/ASX 200 Accumulation Index

rose 16.6 per cent over the financial year.

Best performing sectors were Information

Technology, up 38.1 per cent and

Materials, up 22.6 per cent.

The Information Technology sector has

shown similar strength to the NASDAQ

Composite Index over recent months

amid growing interest in the future

applications of artificial intelligence.

The strength in the Materials sector

was primarily driven by the re-opening

of the Chinese economy following a

period of lockdown during the COVID-19

pandemic. Sectors that underperformed

the broader market included Healthcare

which increased 5.7 per cent, Consumer

Staples up 6.2 per cent and Real Estate

up 6.8 per cent.

The portfolio returned 13.9 per cent

when franking is included. Together with

the strong rally in Materials the relative

underperformance in the strong market

came from a number of high-quality

companies in the portfolio which trailed

the return of the overall market. These

included Transurban Group, Mainfreight

and ASX. However, despite these short

term movements we still consider

the prospects for these companies

remain strong.

6

Australian Foundation Investment Company Limited Annual Report 2023

Review of Operations and Activities

Following a strong financial year ending
June 2022, our overweight position in

Amcor also had a meaningful negative

impact on relative performance.

Customer demand for its products

declined from the panic buying during

the COVID-19 related supply chain

challenges leading to a subsequent

period of customer destocking.

Materials exposure in the portfolio is

primarily through our holdings in BHP

and Rio Tinto. While our long term

underweight position in Materials

(particularly in lithium and gold)

detracted from relative performance,

we remain comfortable with the

positioning of the portfolio regarding

this more cyclical part of the market.

We maintain our research efforts in

the lithium sector, however high spot

commodity prices in these markets

make us cautious about investing at

present for the medium to long term.

Companies in the portfolio that

performed relatively well against the

Index through the 12-month period

included strong returns from Reece,

AUB Group, James Hardie Industries,

Carsales.com and Xero.

5.7%

38.1%

14.8%

16.8%

12.4%

13.3%

6.8%

22.6%

20.3%

6.2%

12.3%

17.3%

Real Estate

Energy

Materials

Utilities

ASX 200

Consumer

Discretionary

Information

Technology

Healthcare

Communication

Services

Banks

Consumer

Staples

Industrials

Figure 2: Sector Performance for the 12 Months to 30 June 2023

(Returns Do Not Include Franking)

7,600

7,400

7,200

7,000

6,800

6,600

6,400

Jul 22

Aug 22Sep 22

Nov 22

Dec 22

Feb 23

Mar 23

May 23

Jun 22

Oct 22Jan 23

Apr 23

Jun 23

Figure 1: Performance of the S&P/ASX 200 Price Index – 12 Months to 30 June 2023

Source: FactSet

7

Australian Foundation Investment Company Limited Annual Report 2023

8
Australian Foundation Investment Company Limited Annual Report 2023

Review of Operations and Activities

continued

Positioning the Portfolio
While we endeavour to have low turnover

to reduce the impact of tax paid on

returns, recycling capital from companies

trading at extreme valuations to capture

the appropriate buying opportunity

remains fundamental to our approach.

In this context, the portfolio benefited

from trimming several holdings at

appropriate times through the year.

This included holdings in NEXTDC,

Brambles, IRESS, Carsales.com

(following participation in recent equity

placements which took the holding to

above our desired portfolio position),

Commonwealth Bank of Australia,

Westpac Banking Corporation, ANZ

Group Holdings, Mainfreight, Transurban,

Ramsay Healthcare and Amcor. We exited

the position in Temple & Webster Group

which allowed us to redeploy this capital

in other opportunities.


We also exited our holdings in Orica,

InvoCare, Reliance Worldwide and

Ryman Healthcare. 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 the majority of these

companies to be increasingly

challenged as a result.

As a counterbalance to this activity

most purchases during the year were

focused on increasing weightings to

existing holdings. This included BHP,

National Australia Bank, Domino’s Pizza

Enterprises, IDP Education, Santos,

CSL, Mirvac, Computershare and

Goodman Group.

In managing the portfolio, we endeavour

to hold a diversified portfolio of quality

companies with an appropriate mix of

income and growth attributes to achieve

our long term investment objectives.

As value across the market during the

financial year became more difficult to

observe, we materially increased activity

to enhance income through the writing

of call options over selected holdings.

Pleasingly, this activity provided

a meaningful contribution to an

improvement in income for the year.

One new stock was added through the

year. We initiated a position in Breville

Group, which is a kitchen appliance

company operating premium brands

in the cooking, beverage and food

preparation categories. The business was

founded in 1932, maintains a heavy focus

on product innovation and has very strong

global distribution which should provide

for further profit growth. Breville Group

has a long history of excellent financial

discipline delivering strong returns for

shareholders.

9

Australian Foundation Investment Company Limited Annual Report 2023

AFIC portfolio weightS&P/ASX 200 Index weight

18.4%15.5%14.0%12.6%9.0%7.4%0.0%6.3%3.4%5.4%1.9%2.7%3.4%

25%

20%

15%

10%

5%

0%

Banks

Materials

Healthcare

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 2023 – Excludes International Holdings

Net asset per share growth plus dividends,

including franking

S&P/ASX 200 Accumulation Index,

including franking

1 year return

13.9%

16.6%

3 year return

11.9%

12.6%

8.6%

8.6%

5 year return10 year return

9.3%

10.1%

Figure 3: Portfolio Performance – Per Annum Returns to 30 June 2023

Figures assume an investor can take full advantage of the franking credits. Past performance is not

indicative of future performance.

Note AFIC’s performance returns are after costs. AFIC on occasions incurs realised capital gains tax

on the sale of shares. Not all the of the franking generated from these realised capital gains is paid

out as dividends and is therefore not included in these performance figures.

International Portfolio
We have continued to trial the

management of an international portfolio

over the period. This portfolio consists of

what we have assessed to be high-quality

companies with a strong competitive

advantage, good growth potential and

across a broad range of industries. This

portfolio was first initiated in May 2021

as a potential precursor to establishing

a separate low-cost international Listed

Investment Company in the future.

At 30 June 2023 approximately

$115.4 million was invested in

41 companies in this portfolio

(which represents approximately

1.3 per cent of the total AFIC portfolio).

The performance of the portfolio since

its inception is ahead of its benchmark

index which is very pleasing given the

volatile market conditions that have

been in evidence over this period.

Share Price Return

The share price was trading at a discount

of 2 per cent to the net asset backing

(before tax on unrealised gains) at the end

of June 2023, whereas at 30 June 2022

the premium was very high at 13 per cent

(Figure 5). As a result, the share price

return, including reinvestment of dividends

and franking credits, over the 12 months

to 30 June 2023 did not align with the

performance of the portfolio.

There appears to have been less demand

for equity funds across the industry as

interest rates have risen over the year and

AFIC was not immune from this trend.


The longer-term share price returns

are outlined in Figure 6. The figures

for the Index and share price assume

a shareholder can take full advantage

of the franking credits attached to

the dividends paid.

Outlook

Medium-term conditions remain

unpredictable with a broad range of

potential outcomes. Economic growth

and the employment rate remain sound

despite inflationary pressures, the recent

rapid rises in interest rates and growth

in China slowing.

In this context equity markets have

surprisingly been strong despite broad-

based expectations of a significant

slowing in many global economies

including Australia.

While aware of the prevailing environment

our research effort remains focused on

the fundamentals of the companies in

our investment universe. We consider

the portfolio remains invested in quality

companies forecast to deliver an

appropriate mix of income and growth

returns positioning us well to deliver

our long term investment objectives.

Valuation of the market as measured

by the price to sales ratio (Figure 7) and

price to book ratio (Figure 8) are relatively

high, particularly against the expected

background of more difficult operating

conditions for companies as higher

interest rates start to negatively impact

economic activity. In this context we can

afford to take a patient approach and use

any short term volatility to our advantage

as long term investors.

10

Australian Foundation Investment Company Limited Annual Report 2023

Review of Operations and Activities

continued

Jun 1

3

Jun 1

5

Jun 1

4

Jun 1

6

Jun 1

7

Jun 1

8

Jun 19Jun 20Jun 21Jun 22

Jun 23

15%

-5%

0%

5%

10%

20%

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

Share price growth plus dividends,

including franking

S&P/ASX 200 Accumulation Index,

including franking

1 year return

-1.4%

16.6%

3 year return

10.1%

12.6%

8.4%

8.6%

5 year return10 year return

8.4%

10.1%

Figure 6: Share Price Return − Per Annum Returns to 30 June 2023

3.0
2.5

2.0

1.5

1.0

Times

Average 1.9

20032008201320182023

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

Source: FactSet

Source: FactSet

1.2

1.6

2.0

2.4

Average 1.9

20032008201320182023

Times

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

Australian Foundation Investment Company Limited Annual Report 2023

11

Includes investments held in both the investment and trading portfolios.
Value at Closing Prices at 30 June 2023

Total Value

$ Million

% of the

Portfolio

1BHP 793.39.1

2Commonwealth Bank of Australia783.08.9

3CSL 674.37.7

4Macquarie Group*397.74.5

5Transurban Group*386.34.4

6Wesfarmers 363.74.2

7National Australia Bank*341.33.9

8Westpac Banking Corporation322.83.7

9Woolworths Group*292.23.3

10James Hardie Industries*215.12.5

11Rio Tinto 213.62.4

12Telstra Group 209.32.4

13Woodside Energy Group*200.12.3

14Goodman Group193.82.2

15ANZ Group Holdings 192.02.2

16Mainfreight 186.82.1

17Coles Group*179.02.0

18Carsales.com*161.21.8

19Amcor154.81.8

20ResMed144.01.6

21Reece 134.91.5

22Sonic Healthcare 118.11.3

23Xero 105.91.2

24Santos*104.51.2

25ARB Corporation 104.11.2

Total6,971.8

As percentage of total portfolio value (excludes cash)79.6%

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

Top 25 Investments

As at 30 June 2023

12

Australian Foundation Investment Company Limited Annual Report 2023

Capital Changes
The following changes occurred to the

Company’s share capital during the year:

• Under the Company’s Dividend

Substitution Share Plan, 835,703

new shares were issued at nil cost in

August 2022 and 697,074 new shares

were issued at nil cost in February 2023.

• Under the Company’s Dividend

Reinvestment Plan, 4,882,849 new

shares were issued at a price of

$7.56 in August 2022 and 4,026,683

new shares were issued at a price of

$7.29 in February 2023.

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 $66.1 million

to $3.1 billion. At the close of the year

the Company had 1,240 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 2023 were as follows:

$’000

Final dividend for the year

ended 30 June 2022 of

14 cents fully franked at

30 per cent paid 30 August

2022165,866

Interim dividend for the

year ended 30 June 2023

of 11 cents per share fully

franked at 30 per cent,

paid 24 February 2023130,836

296,702

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 taxpayers) 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 2023, 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 LICs 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 an 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 2023, it carries with it a 10 cents

per share LIC capital gain attributable part

(2022: 14.29 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 2023 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.

13

Australian Foundation Investment Company Limited Annual Report 2023

Company Position

Board Members
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 was

formerly the 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 investment markets and the Company’s approaches,

policies and processes. He is also Managing Director of Djerriwarrh

Investments Limited, Mirrabooka Investments Limited and AMCIL Limited.

Member of the Investment and Nomination Committees. Non-Executive

Chairman of the Company’s subsidiary, AICS

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

of the Geelong Football Club Limited, Chairman of Transurban Ltd and a

Governor of The Ian Potter Foundation.

Mr Drummond was a member of the Financial Regulator Assessment

Authority from 10 September 2021 to 30 June 2023. He 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

14

Australian Foundation Investment Company Limited Annual Report 2023

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

Amcor Limited. 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 a Director of Carey Baptist Grammar School,

Chairman and Director of DuluxGroup Limited, Chairman and Director of

the Global Foundation, Deputy Chairman of Melbourne Business School,

Managing Director and CEO of Orica Limited and Director of Australia

and New Zealand Banking Group Limited.

Chairman 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. She was also a member of the KPMG National

Executive Committee.

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

Datacom and a member of the Australian Red Cross LifeBlood board.

She was formerly a Non-Executive Director of Vocus, Partnerslife and

Cenitex and formerly a member of the Latrobe University Council.

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. She was formerly Chair

of Federation Square Pty Ltd, Australian Synchrotron Company Ltd and

the Financial Adviser Standards & Ethics Authority (FASEA). She was also

Deputy Chair of Victorian Funds Management Corporation and a former

Director of the RBA’s Payments System Board, 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. David 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

BEc (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)

15

Australian Foundation Investment Company Limited Annual Report 2023

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 2023

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 Paterson12121818442255

M Freeman12121817-3

#

-2

#

--

RP Dee Bradbury12121818-4

#

--55

CM Drummond121217

+

16-4

#

-2

#

4**4

JA Fahey1212-13

#

43-1

#

--

GR Liebelt 1212-17

#

-3

#

22--

DA Peever 1212181744---1

#

CM Walter12121818442255

PJ Williams

^

335511-1

#

22

# Attended meetings as non-members

+ C Drummond was appointed as a member of the Investment Committee on 25 July 2022.

** C Drummond was granted a leave of absence for one Nomination Committee meeting.

^ P Williams retired from the Board on 4 October 2022.

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.

Board Members

continued

16

Australian Foundation Investment Company Limited Annual Report 2023

Senior Executives
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).

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

with over 18 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.

Geoffrey N Driver

General Manager

Business Development

and Investor Relations

BEc, Grad Dip Finance,

MAICD

Matthew J Rowe

Company Secretary

BA (Hons), MSc Corp

Gov, FGIA, FCG

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.

Andrew JB Porter

Chief Financial Officer/

Company Secretary

MA (Hons) (St And),

FCA, MAICD

17

Australian Foundation Investment Company Limited Annual Report 2023

Contents
The Directors present AFIC’s 2023 Remuneration Report which outlines key aspects of our remuneration policy and remuneration awarded

this year.

Changes to the Remuneration Structure for the Year Ended 30 June 2023

As outlined in the 2022 Annual Report, the Board has instituted changes to the remuneration plan for Executives with effect from

1 July 2022.

This has involves the merging of the Long Term Incentive Plan with the Annual Incentive Plan to create a new Incentive Plan.

58 per cent of the available incentive under the Incentive Plan is long term in nature, as it measures investment performance and the

growth in dividends and earnings per share over more than one year.

The remaining 42 per cent is 20 per cent based on personal metrics for each Executive and 22 per cent based on investment performance

and other financial metrics over a single year (although the Management Expense Ratio (MER) measure is reviewed in the context of

longer term trends).

Outcomes may differ from these percentages as, for instance, longer term measures may vest whilst shorter term measures may not,

and vice versa.

Awards under the Incentive Plan will be paid in cash. Executives are 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 (see below). Executives are expected over time to build and to maintain an

appropriate holding not only in AFIC shares but also in shares in the other LICs to which the Executives provide service.

The performance metrics for the new Plan are the same as for the old Annual Incentive Plan, with the addition of a Reward/Risk component

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

The old Long Term Incentive Plan was entirely based on AFIC’s performance, and AFIC bore the entire expense. The merging of the

two plans means that all LICs bear an appropriate proportion of the cost.

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 the 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 $4.25 million.

Of this, 38 per cent (or $1.61 million) is or will be paid for by the other LICs, through the service agreements with AFIC’s subsidiary,

Australian Investment Company Services Ltd (AICS). Note that this includes the vesting during the 2022/23 year of the last tranche

of the old Long Term Incentive plan, which was entirely borne by AFIC.

Therefore, 62 per cent, or $2.64 million, will be borne by AFIC and its shareholders.

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

Remuneration Report

18

Australian Foundation Investment Company Limited Annual Report 2023

Appendix
A. Remuneration Governance

B. Annual Incentives: Details of Outcomes and Conditions

C. Directors and Executives: Equity Holdings and Other Transactions

D. Potential Clawback of Incentives

E. 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 for the Group’s executives has two main elements:

• fixed annual remuneration (FAR); and

• performance-related pay (Incentive Plan).

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 a smaller proportion of the Incentive Plan being dependent on a single

year’s performance; and

• 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.

19

Australian Foundation Investment Company Limited Annual Report 2023

1.2 What is Our Target Remuneration Mix?
The target remuneration mix for executives is as follows:

Managing Director’s

Target Remuneration Mix

Other Executives’ Target

Remuneration Mix

Fixed annual remuneration 50%

Annual incentive 50%

Fixed annual remuneration 67%

Annual incentive 33%

1.3 How is the Remuneration Paid in 2023 Linked to Performance?

1.3.1 Fixed Remuneration

Most Executives received increases in their fixed annual remuneration this year. 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 extremely competent and highly motivated.

1.3.2 Performance-related Pay

This section shows how incentive measurements are split between AFIC and the other investment companies.

%Result

AFIC Investment performance32Table 2

AFIC Other metrics 8Table 1

Percentage of incentive determined by AFIC performance40

Other LIC Investment Performance28Table 12

Other LIC Other metrics12Table 12

Percentage of incentive determined by Other LICs performance40

Total percentage of 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 previous long term incentive (LTI) award 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.

The Resources sector, an industry sector in which AFIC has traditionally been underweight, strongly outperformed the broader index

in the year ended 30 June 2023, up 23.0 per cent against the broader index up 14.8 per cent. This followed strong out-performance

in the previous year as well. Industrials, by contrast, where AFIC has traditionally invested for consistency of returns, was up only

11.8 per cent for the year ended 30 June 2023.

Remuneration Report

continued

20

Australian Foundation Investment Company Limited Annual Report 2023

This has resulted in AFIC underperforming its shorter term investment measures whilst the medium and longer term ones are either
in line or slightly below. However, AFIC strongly outperformed on the Risk/Reward measure, delivering the Board’s preferred outcome

of less-volatile returns.

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 10) 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 extent to which franking credits are retained by the Company, particularly from capital gains,

will be a drag on the stated performance.

For the other LICs, AMCIL also underperformed its shorter term investment measures (one and three years) but was either marginally

below (Grossed up NTA) or above (Investment Return) for the longer term – the difference being caused by the tax that AMCIL has had

to pay on realised gains and a number of share issues at a discount to NTA.

Mirrabooka strongly outperformed on all of its investment targets, and stretch levels were achieved, leading to a vesting higher than

target for the elements of the incentive that were based on these measures.

Largely due to the reallocation of costs, both AMCIL and Mirrabooka’s MER returned to historical norms.

Djerriwarrh’s investment returns by contrast to AFIC and AMCIL were stronger in the short term (one and three years, following a

realignment of strategy three years ago) and outperformed against its modified target (the Index returns are modified in periods of strong

growth to reflect the option strategy that Djerriwarrh uses to maintain its dividend yield at a level higher than that of the S&P/ASX 200

as a whole).

The MER for AFIC has fallen in the year despite a reduction in the size of the average portfolio value over the year. This is largely as a

consequence of the non-vesting of incentives and particularly the write-back of the accrued costs of the old Long Term Incentive Plan.

This latter is a ‘one-off’ benefit, and next year’s (and future years’) MER will not benefit from this. As a shareholder in AICS, Djerriwarrh also

benefited from this effect and its MER was down on the previous year.

Earnings growth (using a normalised earnings per share which strips out (as in previous years) merger and de-merger dividends et al.)

has been strong over one and three years but modest over five years following strong underlying Company earnings in 2018. The Board

also increased the dividend this year after maintaining a constant dividend through the COVID-19 pandemic and related crises, when

many companies and fund managers cut their distributions.

Detailed information about the performance of each investment company is provided in Section E of the Appendix (Table 12).

Table 1: Non-investment Return Performance Measures

Performance measure

Benchmark

Result

AFIC

Result

Comparison to

Benchmark

Growth in net operating result Est. CPI over five years – 3.3%1.3%Unfavourable

Management expense ratio n/a0.14%Favourable

Outcome: Achieved Partially achieved Not achieved

Table 2: Investment Return Performance Measures

Measure

Benchmark

Result

AFIC

Result

Comparison to

Benchmark

Investment return – 1 year14.8%12.8%Unfavourable

Investment return – 3 years11.1%11.0%In line

Investment return – 5 years7.2%7.5%Favourable

Investment return – 10 years8.6%8.1%Unfavourable

Grossed-up return – 1 year16.6%13.9%Unfavourable

Grossed-up return – 3 years12.6%11.9%Unfavourable

Grossed-up return – 5 years8.6%8.6%In line

Grossed-up return – 10 years10.1%9.3%Unfavourable

Risk/Reward – 5 years0.400.47Favourable

Outcome: Achieved Partially achieved Not achieved

21

Australian Foundation Investment Company Limited Annual Report 2023

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

Assessment

DatesMeasure Tested

Benchmark

Result

AFIC

Result

%

Vested

%

Forfeited

ELTIP – Performance rights*

1 July 201830 June 2022Total gross shareholder return 8.6%12.5%50%0%

Total portfolio return (TPR)5.7%5.5%47.5%2.5%

* Of the rights awarded on 1 July 2018, 2.5 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 97.5 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 have

vested in future years. These amounts are different to the statutory remuneration expense disclosed in Table 6. 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.

Table 4: Actual Executive Remuneration Outcomes

Total FAR

$

Incentive

‘Long

Term’

Portion

$

Incentive

‘Short

Term’

Portion

(Incl.

Personal)

$

Prior

Years’ LTI

Received*

$

Total

Remune-

ration

^


$

Total

Borne by

AFIC

$

Total

Borne

by Other

LICs

$

Incentive

Forfeited

$

LTI

Forfeited

$

Possible

Future LTI

(to Vest

Over Next

4 Years)

#


$

Mark Freeman – Managing Director

2023913,400312,054286,223239,7281,751,4051,067,214684,191(315,123)(9,798)-

2022884,340221,439246,907117,0341,469,720793,649676,071(239,126)(18,193)904,609

Andrew Porter – Chief Financial Officer

2023731,000124,869111,975140,5811,108,425696,726411,699(128,656)(6,164)-

2022707,47277,50484,436134,9561,004,368542,359462,009(85,675)(20,978)533,821

Geoff Driver – General Manager –

Business Development and Investor Relations

2023601,000102,66491,760115,839911,263572,893338,370(106,076)(5,078)-

2022582,62463,82670,352111,203828,005447,123380,882(69,740)(17,286)439,685

Matthew Rowe – Company Secretary

2023325,00063,03342,26753,153483,453300,413183,040(57,200)(2,330)-

2022309,00033,85136,77148,535428,157231,205196,952(37,528)(7,544)219,551

^ There is an ‘overlap’ caused by the vesting of the 2018–22 LTIP occurring in the year ended 30 June 2023 (even though it was in respect of the four

years ended 30 June 2022) and the amalgamation of the old ELTIP and Annual Incentive Plans which occurred for the year ending 30 June 2023.

The value of Incentive forfeited is the difference between the target amount and the amount awarded. See Table 9.

Note that some targets that measure performance over more than one year in the current year (e.g. EPS/Dividend growth) were measured over one year

in the previous corresponding period. This means that amounts vesting under this element are shown as long term in the current year and short term

in the previous year.

The differences between the amounts disclosed in Table 4 and the amounts in Table 6 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 contrast, Table 6 shows the accounting expense recognised in relation to the LTI plans during the year.

# The future LTI in Table 4 reflected the potential future remuneration that might have been received by the executives over the next four years

if the performance conditions are satisfied.

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

Remuneration Report

continued

22

Australian Foundation Investment Company Limited Annual Report 2023

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.

2.2 Incentive Plan

Table 5 below outlines the key terms and conditions of the Incentive Plan.

Table 5: Annual Incentives – Key Terms and Conditions

Managing DirectorOther Executives

Targeted % of FAR 100 per cent50 per cent

ObjectivesAlign remuneration with the creation of shareholder wealth.

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 measuresCompany performance (20 per cent): Investment performance (60 per cent): Personal objectives

(20 per cent)

See Table 10 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 2023See Tables 1 and 2 for AFIC. Mirrabooka outperformed, Djerriwarrh outperformed on shorter term

measures and AMCIL outperformed on longer term measures.

Outcomes for 2023

(see Table 9 for details)

66 per centAverage 65 per cent

The performance measures of the 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’ or ‘in line’ 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 2023 please refer to Section B

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

2.3 Executive Long Term Incentive Plans (ELTIP)

For details of the previous Executive Long Term Incentive Plan (ELTIP) that vested during the year (with effect from 30 June 2022),

please see the 2022 Annual Report, available on the Company’s website (afi.com.au). The ELTIP has now been discontinued.

23

Australian Foundation Investment Company Limited Annual Report 2023

3. Executive Remuneration Expense
This section discloses the remuneration expense recognised under accounting standards for each executive (Table 6). These amounts

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

Table 6: Remuneration Expense

Short Term

Post-

employment

Long Term

Share-based

Payments

Base Salary

$

Super-

annuation

$

Total Fixed

Remuneration

$

Incentives

$

LTI Cash-

settled*

$

Total

Remuneration

$

%

Fixed/

Performance

Related

Mark Freeman – Managing Director

2023885,90027,500913,400598,277-1,511,67760%/40%

2022856,84027,500884,340468,346271,0661,623,75254%/46%

Andrew Porter – Chief Financial Officer

2023703,50027,500731,000236,844-967,84476%/24%

2022679,97227,500707,472161,940115,976985,38872%/28%

Geoff Driver – General Manager –

Business Development and Investor Relations

2023573,50027,500601,000194,424-795,42476%/24%

2022555,12427,500582,624134,17895,517812,31972%/28%

Matthew Rowe – Company Secretary

2023297,50027,500325,000105,300-430,30076%/24%

2022281,50027,500309,00070,62248,716428,33872%/28%

* 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. Other than those in place at 30 June 2004

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 7.

Remuneration Report

continued

24

Australian Foundation Investment Company Limited Annual Report 2023

Table 7: Non-Executive Director Remuneration
Primary (Fee/

Base Salary)

$

Post-

employment

(Superannuation)

$

Total

Remuneration

$

J Paterson – Chairman

2023201,1064,894206,000

2022195,4554,545200,000

RP Dee-Bradbury – Non-Executive Director

2023100,5532,447103,000

202295,4554,545100,000

CM Drummond – Non-Executive Director

202393,2139,787103,000

202290,9099,091100,000

JA Fahey – Non-Executive Director

202393,2139,787103,000

202290,9099,091100,000

GR Liebelt – Non-Executive Director

2023103,000-103,000

202297,7272,273100,000

DA Peever – Non-Executive Director

202393,2139,787103,000

202290,9099,091100,000

CM Walter AM – Non-Executive Director

202393,2139,787103,000

202290,9099,091100,000

PJ Williams – Non-Executive Director (retired 4 October 2022)

202324,3172,55326,870

202290,9099,091100,000

Total Remuneration of Non-Executive Directors

2023801,82849,042850,870

2022843,18256,818900,000

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 8.

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

Table 8: Non-Executive Director Retirement Allowance

Amount Payable on Retirement

$

CM Walter AM 42,385

Total42,385

25

Australian Foundation Investment Company Limited Annual Report 2023

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 not paid during the year ended 30 June 2023 for remuneration advice (2022: $7,365) and during the year

the Group paid $199,485 to EY 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 (2022: $162,063)

(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 9 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 10 sets out the detailed terms

and conditions of the annual incentives. For a high-level summary see Section 2.2 and Table 5.

Table 9: Annual Incentive Outcomes

Executive

% of

Target Paid

$

Paid

% of Target

Forfeited

$

Forfeited

Mark Freeman66%598,27734%315,123

Andrew Porter65%236,84435%128,656

Geoff Driver65%194,42435%106,076

Matthew Rowe65%105,30035%57,200

Remuneration Report

continued

26

Australian Foundation Investment Company Limited Annual Report 2023

Table 10: 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 over five years against CPI.

• 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 are not a

key objective for those companies.

• MER reflects the costs of running

the Company.

• Maintaining a dividend yield 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).

• Risk/Reward: measure of the return that

AFIC’s portfolio generates as a ratio of

the volatility risk that such a portfolio

incurs.

• 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.

• Risk/Reward: reflects the aim for AFIC’s

portfolio to be designed to face less

volatility risk than the market generally.

• 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 outperformance

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.

For details of Incentive Plans that vested or were awarded in the comparative year, please see the 2022 Annual Report, available on the

Company’s website.

27

Australian Foundation Investment Company Limited Annual Report 2023

C. Directors and Executives: Equity Holdings and Other Transactions
Table 11 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 11: Shareholdings of Directors and Executives

Opening

Balance

Changes

During Year

Closing

Balance

J Paterson615,332-615,332

RM Freeman168,02415,556183,580

RP Dee-Bradbury14,66249715,159

CM Drummond13,27150,45063,721

JA Fahey1,242181,260

GR Liebelt527,708-527,708

DA Peever33,5761,13834,714

CM Walter377,89212,807390,699

PJ Williams49,756n/a-

GN Driver150,5278,598159,125

MJ Rowe8,9824,62513,607

AJB Porter185,36610,212195,578

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

$

C M Drummond12,147

J Paterson25,503

CM Walter12,256

D. Potential Clawback of Incentives

The Directors consider that the Incentive Plan 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’.

The Directors, in their absolute discretion, may 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.

E. Detailed Performance Measures by Investment Company

Table 12 shows the performance of AFIC and the other investment companies over the past five years, including details of investment

return 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.

Remuneration Report

continued

28

Australian Foundation Investment Company Limited Annual Report 2023

Table 12: Detailed Performance Measures for AFIC and the Other Investment Companies
Year Ending 30 June

10-year

Return

5-year

Return

3-year

Return 20232022202120202019

Comparative Returns

S&P/ASX 200 Accumulation Return8.56%7.16%11.12%14.78%-6.47%27.80%-7.7%11.6%

Modified S&P/ASX 200 Accumulation*8.24%7.16%10.03%12.59%-6.47%21.71%--

Gross S&P/ASX 200 Accumulation Return10.12%8.63%12.63%16.64%-5.12%29.12%-6.6%13.4%

Modified Gross S&P/

ASX 200 Accumulation Return*9.33%8.29%11.09%13.90%-5.12%22.64%--

Combined S&P/ASX Midcap 50 and Small

Ordinaries Accumulation Return (used for

Mirrabooka Investments Limited)9.70%5.55%9.36%13.21%-14.06%34.42%-2.6%2.8%

Gross Combined S&P/ASX Midcap 50

and Small Ordinaries Accumulation Return

(used for Mirrabooka Investments Limited)10.63%6.35%10.12%14.19%-13.52%35.22%-1.9%3.8%

Yield on S&P/ASX 200 grossed

up for franking creditsn/an/an/a5.6%5.1%2.9%5.8%5.2%

Australian Foundation Investment Company Limited

Mercer reward/riskn/a22nd/108n/an/an/an/an/an/a

Growth in earnings per sharen/a1.3%8.1%7.7%42.9%-18.0%-34.5%11.8%

Management expense ration/an/an/a0.14%0.16%0.14%0.13%0.13%

Gross return9.34%8.61%11.89%13.91%-6.78%31.92%-3.1%11.4%

Investment return8.07%7.52%10.95%12.81%-7.08%30.28%-4.1%9.8%

Djerriwarrh Investments Limited

Growth in net operating result per sharen/an/a8.0%5.8%30.9%-4.5%-26.0%3.7%

Management expense ration/an/an/a0.40%0.45%0.45%0.45%0.43%

Gross return7.78%5.98%11.43%14.20%-6.51%29.58%-11.5%9.1%

Investment return6.33%5.20%10.27%13.60%-6.21%25.83%-10.0%6.8%

Gross yield on NTA at end of June n/an/an/a6.8%6.5%4.7%5.6%8.6%

Mirrabooka Investments Limited

Management expense ration/an/an/a0.59%0.46%0.50%0.63%0.61%

Gross return12.38%9.80%12.09%17.91%-20.87%50.92%7.1%5.9%

Investment return12.05%9.79%12.72%18.08%-19.04%49.80%6.3%4.8%

AMCIL Limited

Management expense ration/an/an/a0.66%0.52%0.56%0.66%0.72%

Gross return9.46%8.09%8.61%13.46%-14.31%31.76%7.6%7.0%

Investment return9.38%8.46%9.78%12.42%-12.40%34.36%7.2%5.8%

* Used for Djerriwarrh Investments Limited.

29

Australian Foundation Investment Company Limited Annual Report 2023

Non-audit Services
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 31.

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

John Paterson

Chairman

26 July 2023

30

Australian Foundation Investment Company Limited Annual Report 2023

Auditor’s Independence Declaration
31

Australian Foundation Investment Company Limited Annual Report 2023

32 FINANCIAL
STATEMENTS

33 Consolidated Income Statement

34 Consolidated Statement of

Comprehensive Income

35 Consolidated Balance Sheet

36 Consolidated Statement of

Changes in Equity

38 Consolidated Cash

Flow Statement


39 NOTES TO

THE FINANCIAL

STATEMENTS

39 A. Understanding AFIC’s

Financial Performance

39 A1. How AFIC Manages

its Capital

39 A2. Investments Held and How

They Are Measured

40 A3. Operating Income

41 A4. Dividends Paid

42 A5. Earnings Per Share

43 B. Costs, Tax and Risk

43 B1. Management Costs

43 B2. Tax

44 B3. Risk

46 C. Unrecognised Items

46 C1. Contingencies

47 D. Balance Sheet

Reconciliations

47 D1. Current Assets – Cash

47 D2. Credit Facilities

47 D3. Revaluation Reserve

48 D4. Realised Capital

Gains Reserve

48 D5. Retained Profits

48 D6. Share Capital

49 E. Income Statement

Reconciliations

49 E1. Reconciliation of Net Cash

Flows From Operating

Activities to Profit

49 E2. Tax Reconciliations

50 F. Further Information

50 F1. Related Parties

50 F2. Remuneration of Auditors

51 F3. Segment Reporting

51 F4. Summary of Other

Accounting Policies

53 F5. Performance Bond

53 F6. Share Incentive

Arrangements

54 F7. Principles of Consolidation

54 F8. Subsidiaries

55 F9. Lease Commitments

55 F10. Parent Entity

Financial Information

32

Australian Foundation Investment Company Limited Annual Report 2023

FINANCIAL STATEMENTS

Consolidated Income Statement
For the Year Ended 30 June 2023

Note

2023

$’000

2022

$’000

Dividends and distributionsA3334,740388,492

Interest income from depositsA33,71461

Other revenueA35,5534,871

Total revenue344,007393,424

Net gains/(losses) on trading portfolioA36,000629

Income from operating activities 350,007394,053

Finance costs(1,265)(845)

Administration expensesB1(17,987)(19,165)

Profit before income tax expense330,755374,043

Income tax expenseB2, E2(20,544)(13,486)

Profit for the year310,211360,557

Profit is attributable to:

Equity holders of Australian Foundation Investment Company Ltd309,763360,537

Minority interest44820

310,211360,557

CentsCents

Basic earnings per shareA525.0629.40

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

33

Australian Foundation Investment Company Limited Annual Report 2023

Consolidated Statement of Comprehensive Income
For the Year Ended 30 June 2023

Year to 30 June 2023Year to 30 June 2022

Revenue

1


$’000

Capital

1


$’000

Total

$’000

Revenue

1


$’000

Capital

1


$’000

Total

$’000

Profit for the year310,211-310,211360,557-360,557

Other comprehensive income

Items that will not be recycled through

the Income Statement

Gains/(losses) for the period -697,758697,758-(1,008,188)(1,008,188)

Tax on above-(210,319)(210,319)-300,219300,219

Total other comprehensive income-487,439487,439-(707,969)(707,969)

Total comprehensive income 310,211487,439797,650360,557(707,969)(347,412)

1. ‘Capital’ includes realised or unrealised gains or losses (and the tax on those) on securities 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 2023Year to 30 June 2022

Revenue

$’000

Capital

$’000

Total

$’000

Revenue

$’000

Capital

$’000

Total

$’000

Equity holders of Australian

Foundation Investment Company 309,763487,439797,202360,537(707,969)(347,432)

Minority Interests448-44820-20

310,211487,439797,650360,557(707,969)(347,412)

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

34

Australian Foundation Investment Company Limited Annual Report 2023

Consolidated Balance Sheet
As at 30 June 2023

Note

2023

$’000

2022

$’000

Current assets

Cash D1165,385144,619

Receivables44,70936,598

Trading portfolio3,8374,979

Total current assets213,931186,196

Non-current assets

Investment portfolioA28,749,2268,082,513

Total non-current assets8,749,2268,082,513

Total assets8,963,1578,268,709

Current liabilities

Payables1,26828,688

Borrowings – bank debt10,00010,000

Tax payable32,15662,567

Provisions6,0576,114

Total current liabilities49,481107,369

Non-current liabilities

Provisions90896

Deferred tax liabilities – other830503

Deferred tax liabilities – investment portfolioB21,355,2001,169,452

Total non-current liabilities1,356,1201,170,851

Total liabilities1,405,6011,278,220

Net assets7,557,5566,990,489

Shareholders’ equity

Share capitalA1, D63,136,2823,070,163

Revaluation reserveA1, D32,926,1912,556,466

Realised capital gains reserveA1, D4509,741510,503

General reserveA123,63723,637

Retained profitsA1, D5960,171828,634

Parent entity interest7,556,0226,989,403

Minority interest1,5341,086

Total equity7,557,5566,990,489

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

35

Australian Foundation Investment Company Limited Annual Report 2023

Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2023

Year Ended 30 June 2023Note

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 year3,070,1632,556,466510,50323,637828,6346,989,4031,0866,990,489

Dividends paid to shareholdersA4--(118,476)-(178,226)(296,702)-(296,702)

Dividend Reinvestment PlanD666,268----66,268-66,268

Other share capital adjustments(149)----(149)-(149)

Total transactions with shareholders66,119-(118,476)-(178,226)(230,583)-(230,583)

Profit for the year--

--309,763309,763448310,211

Other comprehensive income (net of tax)

Net gains for the period-487,439

---487,439-487,439

Other comprehensive income for the year-487,439---487,439-487,439

Transfer to realised capital gains of cumulative gains on investments sold-(117,714)117,714-----

Total equity at the end of the year3,136,2822,926,191509,74123,637960,1717,556,0221,5347,557,556

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

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

36

Australian Foundation Investment Company Limited Annual Report 2023

Year Ended 30 June 2023Note
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 year3,070,1632,556,466510,50323,637828,6346,989,4031,0866,990,489

Dividends paid to shareholdersA4--(118,476)-(178,226)(296,702)-(296,702)

Dividend Reinvestment PlanD666,268----66,268-66,268

Other share capital adjustments(149)----(149)-(149)

Total transactions with shareholders66,119-(118,476)-(178,226)(230,583)-(230,583)

Profit for the year--

--309,763309,763448310,211

Other comprehensive income (net of tax)

Net gains for the period-487,439

---487,439-487,439

Other comprehensive income for the year-487,439---487,439-487,439

Transfer to realised capital gains of cumulative gains on investments sold-(117,714)117,714-----

Total equity at the end of the year3,136,2822,926,191509,74123,637960,1717,556,0221,5347,557,556

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

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

37

Australian Foundation Investment Company Limited Annual Report 2023

Consolidated Cash Flow Statement
For the Year Ended 30 June 2023

Note

2023

$’000

Inflows/

(Outflows)

2022

$’000

Inflows/

(Outflow)

Cash flows from operating activities

Sales from trading portfolio 20,04220,888

Purchases for trading portfolio (5,178)(1,860)

Interest received3,71461

Dividends and distributions received320,485287,431

339,063306,520

Other revenue5,8774,962

Administration expenses(18,909)(18,383)

Finance costs paid(1,265)(845)

Taxes paid(7,083)(14,489)

Net cash inflow/(outflow) from operating activitiesE1317,683277,765

Cash flows from investing activities

Sales from investment portfolio491,219657,117

Purchases for investment portfolio (490,993)(662,366)

Taxes paid on sales from investment portfolio(66,560)(13,945)

Net cash inflow/(outflow) from investing activities(66,334)(19,194)

Cash flows from financing activities

Net bank borrowings-10,000

Share issue transaction costs(149)(151)

Dividends paid(230,434)(220,923)

Net cash inflow/(outflow) from financing activities(230,583)(211,074)

Net increase/(decrease) in cash held20,76647,497

Cash at the beginning of the year144,61997,122

Cash at the end of the yearD1165,385144,619

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.

38

Australian Foundation Investment Company Limited Annual Report 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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:

2023

$’000

2022

$’000

Share capital3,136,2823,070,163

Revaluation reserve2,926,1912,556,466

Realised capital gains reserve509,741510,503

General reserve23,63723,637

Retained profits960,171828,634

7,556,0226,989,403

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:

2023

$’000

2022

$’000

Equity instruments (excluding below) 7,834,3137,492,259

Equity instruments (over which options may be written)799,527501,059

Equity instruments (listed on non-Australian/NZ Exchanges)115,38689,195

8,749,2268,082,513

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.

39

Australian Foundation Investment Company Limited Annual Report 2023

Notes to the Consolidated Financial Statements
continued

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 2023

and 30 June 2022 were as follows:

30 June 2023

$

30 June 2022

$

Net tangible asset backing per share

Before tax7.196.63

After tax6.095.68

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 $538.7 million (2022: $729.0 million) of equity securities were sold. The cumulative gain on the sale of securities

was $117.7 million for the period after tax (2022: $129.9 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 2023 is set out below.

Dividends and Distributions

2023

$’000

2022

$’000

Income from securities held in investment portfolio at 30 June328,188383,115

Income from investment securities sold during the year6,5525,166

Income from securities held in trading portfolio at 30 June-211

Income from trading securities sold during the year--

334,740388,492

Interest income

Revenue from deposits and cash management trusts3,71461

Other revenue

Administration fees5,5534,871

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.

40

Australian Foundation Investment Company Limited Annual Report 2023

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

Net Gains

2023

$’000

2022

$’000

Net realised gains/(losses) from trading portfolio – shares48224

– options4,5421,008

Unrealised gains/(losses) from trading portfolio – shares1,010(641)

– options40038

6,000629

$145.3 million of shares are lodged with the ASX Clear Pty Ltd as collateral for sold option positions written by the Group

(2022: $131.6 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 $155.8 million worth of securities at an agreed price – the ‘exposure’ (2022: $21.4 million).

There were no put options in the portfolio at 30 June 2023 (2022: $nil).

A4. Dividends Paid

The dividends paid and payable for the year ended 30 June 2023 are shown below:

2023

$’000

2022

$’000

(a) Dividends Paid During the Year

Final dividend for the year ended 30 June 2022 of 14 cents fully franked at 30 per cent

paid 30 August 2022 (2022: 14 cents fully franked at 30 per cent paid on 31 August 2021).165,866165,339

Interim dividend for the year ended 30 June 2023 of 11 cents per share fully franked at 30 per

cent paid 24 February 2023 (2022: 10 cents fully franked at 30 per cent paid 25 February 2022)130,836118,215

296,702283,554

Dividends paid in cash230,434220,970

Dividends reinvested in shares66,26862,584

296,702283,554

Dividends forgone via DSSP11,4009,767

(b) Franking Credits

Opening balance of franking account at 1 July197,933158,009

Franking credits on dividends received109,312138,158

Tax paid during the year73,51227,561

Franking credits paid on ordinary dividends paid(127,158)(121,523)

Franking credits deducted on DSSP shares issued(4,887)(4,272)

Closing balance of franking account248,712197,933

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

of dividends recognised as receivables41,36469,967

Adjusted closing balance290,076267,900

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

at the end of the financial year:(74,421)(73,794)

Net available215,655194,106

These franking account balances would allow AFIC to frank additional dividend payments

up to an amount of:503,195452,914

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.

41

Australian Foundation Investment Company Limited Annual Report 2023

2023
$’000

2022

$’000

(c) New Zealand Imputation Account

(Figures in A$ at year-end exchange rate: 2023: $NZ1.085:$A1; 2022: $NZ1.073:$A1)

Opening balance18,89813,261

Imputation credits on dividends received6,9705,848

Imputation credits on dividends paid(15,429)-

Closing balance10,43919,109

A NZ imputation credit on NZ 3.5 cents of the dividend was attached to the final dividend paid

on 30 August 2022. There is no NZ imputation credit attached to the proposed final dividend

for the year ended 30 June 2023.

(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 2023 to

be paid on 1 September 2023, but not recognised as a liability at the end of the financial year is:173,649

(e) Listed Investment Company Capital Gain Account

Balance of the Listed Investment Company (LIC) capital gain account at 1 July:158,61943,793

Capital gains (including LIC gains received from dividends)52,670150,256

LIC gains paid as part of dividend(118,476)(35,430)

Balance at 30 June92,813158,619

This equates to an attributable gain of:132,590226,599

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. $124.0 million attributable gain is attached to the final

dividend to be paid on 1 September 2023.

A5. Earnings Per Share

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

Basic Earnings Per Share

2023

Number

2022

Number

Weighted average number of ordinary shares used as the denominator1,236,299,8221,226,476,015

$’000$’000

Profit for the year 309,763360,537

Cents Cents

Basic earnings per share25.0629.40

Excluding the Woodside/BHP Petroleum merger dividend for the year ended 30 June 2022, the basic earnings per share figure was

23.3 cents.

Notes to the Consolidated Financial Statements

continued

42

Australian Foundation Investment Company Limited Annual Report 2023

B. Costs, Tax and Risk
B1. Management Costs

The total management expenses for the period are as follows:

2023

$’000

2022

$’000

Rental expense relating to non-cancellable leases (648)(760)

Employee benefit expenses (11,093)(12,819)

Depreciation charge--

Other administration expenses(6,246)(5,586)

(17,987)(19,165)

Employee Benefit Expenses

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

Short Term

Benefits

$

Post-

employment

Benefits

$

Share-based

Payments

$

Total

$

2023

Non-Executive Directors 801,82849,042-850,870

Executives3,595,245110,000-3,705,245

Total4,397,073159,042-4,556,115

2022

Non-Executive Directors843,18256,818-900,000

Executives3,208,522110,000531,2753,849,797

Total4,051,704166,818531,2754,749,797

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.

43

Australian Foundation Investment Company Limited Annual Report 2023

Tax Expense
The income tax expense for the period is shown below:

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

2023

$’000

2022

$’000

Profit before income tax expense 330,755374,073

Tax at the Australian tax rate of 30 per cent (2022: 30 per cent)99,226112,222

Tax offset for franked dividends received(76,518)(96,709)

Sundry items whose tax treatment differs from accounting treatment(665)(403)

22,04315,110

Over provision in prior years(1,499)(1,624)

Total tax expense20,54413,486

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.

2023

$’000

2022

$’000

Deferred tax liabilities on unrealised gains in the investment portfolio1,355,2001,169,452

Opening balance at 1 July1,169,4521,536,231

Tax on realised gains(24,571)(66,560)

Charged to OCI for ordinary securities on gains or losses for the period210,319(300,219)

1,355,2001,169,452

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 $306.2 million and $612.4 million respectively, at a tax rate of 30 per cent

(2022: $282.9 million and $565.8 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.

Notes to the Consolidated Financial Statements

continued

44

Australian Foundation Investment Company Limited Annual Report 2023

AFIC’s total investment exposure by sector is as below:
2023

%

2022

%

Energy3.413.26

Materials15.4614.29

Industrials12.5812.68

Consumer Discretionary7.417.07

Consumer Staples 5.425.19

Banks 18.4218.36

Other Financials 9.009.14

Real Estate3.442.97

Telecommunications6.255.87

Healthcare14.0014.77

Information Technology2.734.61

Utilities0.030.03

Cash1.851.76

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

BHP9.17.1

Commonwealth Bank8.98.8

CSL7.77.9

Transurban4.45.1

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 (1.3 per cent) part of the total portfolio (2022: 1.1 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 2023,

no such investments are held (2022: 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.

45

Australian Foundation Investment Company Limited Annual Report 2023

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 2023

Less Than

6 Months

$’000

6–12 Months

$’000

Greater

Than 1 Year

$’000

Total

Contractual

Cash Flows

$’000

Carrying

Amount

$’000

Non-derivatives

Payables1,268--1,2681,268

Borrowings10,000--10,00010,000

11,268--11,26811,268

Derivatives

Options in trading portfolio*-----

-----

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*-----

-----

* 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 30 June 2023 or 30 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.

Notes to the Consolidated Financial Statements

continued

46

Australian Foundation Investment Company Limited Annual Report 2023

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

2023

$’000

2022

$’000

Cash at bank 755747

Cash with custodian4,3595,660

Cash Management Trusts 160,271138,212

165,385144,619

Cash holdings yielded an average floating interest rate of 2.97 per cent (2022: 0.08 per cent). All cash investments are held in a

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

predominantly in short term securities with an A1+ rating.

D2. Credit Facilities

2023

$’000

2022

$’000

Commonwealth Bank of Australia – cash advance facility 110,000110,000

Amount drawn down at 30 June00

Undrawn facilities at 30 June110,000110,000

National Australia Bank – cash advance facility 20,00020,000

Amount drawn down at 30 June10,00010,000

Undrawn facilities at 30 June10,00010,000

Total short term loan facilities130,000130,000

Total drawn down at 30 June10,00010,000

Total undrawn facilities at 30 June120,000120,000

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 2023 the market value of the securities pledged as collateral

was $14.6 million (2022: $12.2 million).

D3. Revaluation Reserve

2023

$’000

2022

$’000

Opening balance at 1 July2,556,4663,394,297

Gains/(losses) on investment portfolio

– Equity Instruments697,758(1,008,188)

Provision for tax on above(210,319)300,219

Cumulative taxable realised (gains)/losses (net of tax)(117,714)(129,862)

2,926,1912,556,466

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

policy Note A2.

47

Australian Foundation Investment Company Limited Annual Report 2023

D4. Realised Capital Gains Reserve
2023

$’000

2022

$’000

Opening balance at 1 July510,503416,071

Dividends paid(118,476)(35,430)

Cumulative taxable realised gains/(losses)(net of tax)117,714129,862

509,741510,503

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

2023

$’000

2022

$’000

Opening balance at 1 July828,634716,221

Dividends paid(178,226)(248,124)

Profit for the year309,763360,537

960,171828,634

This reserve relates to past profits.

D6. Share Capital

Movements in Share Capital

DateDetailsNotes

Number

of Shares

’000

Issue

Price

$

Paid-up

Capital

$’000

1/07/2021Balance1,220,8373,007,730

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

30/08/2022Dividend Reinvestment Plani4,8837.5636,914

30/08/2022Dividend Substitution Share Planii8367.56n/a

24/02/2023Dividend Reinvestment Plani4,0277.2929,354

24/02/2023Dividend Substitution Share Planii6977.29n/a

VariousCosts of issue--(149)

30/06/2023Balance1,240,3493,136,282

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 (2022: nil).

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

Notes to the Consolidated Financial Statements

continued

48

Australian Foundation Investment Company Limited Annual Report 2023

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

2023

$’000

2022

$’000

Profit for the year310,211360,557

Net decrease/(increase) in trading portfolio1,142(234)

Dividends received as securities under DRP investments(16)(74,888)

Decrease/(increase) in current receivables(8,111)3,413

– Less increase/(decrease) in receivables for investment portfolio3,223(9,875)

Increase/(decrease) in deferred tax liabilities186,075(366,217)

– Less (increase)/decrease in deferred tax liability on investment portfolio(185,748)366,779

Increase/(decrease) in current payables(27,420)27,668

– Less increase/(decrease) in dividends payable2(46)

– Less (increase)/decrease in payables for investment portfolio27,610(27,610)

Increase/(decrease) in provision for tax payable(30,411)49,946

Capital gains tax charge taken through equity(24,571)(66,560)

Prior year taxes paid relating to capital gains66,56013,945

Increase/(decrease) in other provisions/non-cash items (863)887

Net cash flows from operating activities317,683277,765

E2. Tax Reconciliations

Tax Expense Composition

2023

$’000

2022

$’000

Charge for tax payable relating to the current year21,71614,548

Over provision in prior years(1,499)(1,624)

Increase/(decrease) in deferred tax liabilities327562

20,54413,486

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 portfolio210,319(300,219)

210,319(300,219)

Deferred Tax Assets and Liabilities

The deferred tax balances are attributable to:

2023

$’000

2022

$’000

(a) Tax on unrealised gains or losses in the trading portfolio(423)(161)

(b) Provisions and expenses charged to the accounting profit which are not yet tax deductible1,9292,111

(c) Interest and dividend income receivable which is not assessable for tax until receipt(2,336)(2,453)

(830)(503)

Movements:

Opening balance at 1 July(503)59

Credited/(charged) to Income statement(327)(562)

(830)(503)

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.

49

Australian Foundation Investment Company Limited Annual Report 2023

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 $45,369 (2022: $51,824).

(b) AICS Transactions With Minority Interests

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

2023

$’000

2022

$’000

Administration expenses charged for the year2,4422,262

(c) AICS Transactions with Other Listed Investment Companies

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

2023

$’000

2022

$’000

Administration expenses charged for the year to Mirrabooka Investments Ltd2,0581,702

Administration expenses charged for the year to AMCIL Ltd1,2161,021

F2. Remuneration of Auditors

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

2023

$

2022

$

PricewaterhouseCoopers

Audit services

Audit or review of financial reports 176,496163,106

Audit related Services

AFSL compliance audit and review9,0988,707

Permitted non-audit services

Review of realised CGT balances63,70251,728

Preparation and lodgement of tax returns35,86434,370

Assistance with ATO Combined Assurance Review-41,800

Total remuneration285,160299,711

Notes to the Consolidated Financial Statements

continued

50

Australian Foundation Investment Company Limited Annual Report 2023

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

17.3 per cent (2022: one investment: BHP (35.6 per cent including the Woodside/BHP Petroleum merger dividend)).

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

26 July 2023 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 value

Fair value for actively traded securities

Cash

Cash and cash equivalents

Share capital

Contributed equity

Options

Derivatives 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 2023 (‘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.

51

Australian Foundation Investment Company Limited Annual Report 2023

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. The Group had no convertible notes on issue for the

years ended 30 June 2023 or 30 June 2022.

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 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 Incentive Plan and the Employee Share Acquisition Scheme.

For the Employee Share Acquisition Scheme and the Executive 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 and, in the

case of performance of the Group and other investment companies, longer term performance of up to 10 years. For the Employee Share

Acquisition Scheme and a portion of the Executive Incentive Plan, 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 both the Executive Incentive Plan and the Investment

Team Incentive Plan is recognised on the Balance Sheet.

The Executive Long Term Incentive Plan was discontinued during the year and the Executive Incentive Plan was modified to take this

into account. No further awards will be made under the Executive Long Term Incentive Plan – the 2019/20, 2020/21 and 2021/22 Plans

have all been cancelled.

62,569 shares vested during the year in respect of the 2018/19 plan (2022: 45,680). No further shares are eligible for vesting.

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.

Notes to the Consolidated Financial Statements

continued

52

Australian Foundation Investment Company Limited Annual Report 2023

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 Incentive Arrangements

Share Incentive Arrangements

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 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.

37,897 shares for both the former Executive Long Term Incentive and former Annual Incentive Plans (2022: 27,429 shares) were purchased

by Executives in the year (in relation to the prior year) with a fair value (being the acquisition price) of $276,813 (2022: $220,476).

(ii) Executive Long Term Incentive Plan (Discontinued)

An amount of $798,000 was written back as a result of the discontinuation of the 2019/20, 2020/21 and 2021/22 Plans.

1,632 rights under the 2018/19 plan were forfeited during the year (2.5 per cent).

53

Australian Foundation Investment Company Limited Annual Report 2023

(b) Employee Share Acquisition Scheme (ESAS)
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% 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, 58 per cent of the possible maximum was

awarded, and 50 per cent of this was used to buy shares in Mirrabooka 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) were as follows:

2023

$’000

2022

$’000

Share-based payment expense (ESAS only in 2023)55 599

(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:

Name of Entity

Country of

IncorporationClass of Shares

Equity Holding

20232022

Australian Investment Company Services LtdAustraliaOrdinary75%75%

The investment in AICS is accounted for at cost in the individual financial statements of AFIC.

Notes to the Consolidated Financial Statements

continued

54

Australian Foundation Investment Company Limited Annual Report 2023

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:

2023

$’000

2022

$’000

Due within one year534508

Later than one year but less than five2,4162,302

Greater than five years-648

2,9503,458

F10. Parent Entity Financial Information

Summary Financial Information

The individual financial statements for the parent entity show the following aggregate amounts:

2023

$’000

2022

$’000

Balance Sheet

Current assets203,360177,347

Total assets8,952,6458,257,705

Current liabilities43,607101,688

Total liabilities1,401,0701,271,402

Shareholders’ equity

Issued capital3,136,4323,070,313

Reserves

Revaluation reserve2,926,1912,556,466

Realised capital gains reserve509,741510,503

General reserve23,63723,637

Retained earnings955,574825,384

4,415,1433,915,990

Total shareholders’ equity7,551,5756,986,303

Profit or loss for the year308,418360,477

Total comprehensive income 795,857(347,492)

55

Australian Foundation Investment Company Limited Annual Report 2023

DIRECTORS’ DECLARATION
In the Directors’ opinion:

(1) the financial statements and notes set out on pages 33 to 55 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 2023 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 2023. 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

26 July 2023

56

Australian Foundation Investment Company Limited Annual Report 2023

INDEPENDENT AUDIT REPORT
57

Australian Foundation Investment Company Limited Annual Report 2023

INDEPENDENT AUDIT REPORT
continued

58

Australian Foundation Investment Company Limited Annual Report 2023

59
Australian Foundation Investment Company Limited Annual Report 2023

INDEPENDENT AUDIT REPORT
continued

60

Australian Foundation Investment Company Limited Annual Report 2023

61
Australian Foundation Investment Company Limited Annual Report 2023

OTHER INFORMATION
Information About Shareholders

At 20 July 2023 there were 163,674 holdings of ordinary shares. These holdings were distributed in the following categories:

Size of HoldingShareholdingsPercentage

1 to 1,00063,6672.02

1,001 to 5,00052,65310.73

5,001 to 10,00020,65612.05

10,001 to 100,00025,65950.83

100,000 and over1,03924.37

Total163,674100.00

Percentage held by the 20 largest holders7.67%

Average shareholding7,578

There were 5,528 shareholdings of less than a marketable parcel of $500 (71 shares).

Voting Rights of Ordinary Shares

The Constitution provides for votes to be cast:

(i) on a show of hands, 1 vote for each shareholder; and

(ii) on a poll, 1 vote for each fully paid ordinary share.

Major Shareholders

The 20 largest registered holdings of ordinary shares as at 20 July 2023 are listed below:

Ordinary Shares

RankNameUnits% Units

1HSBC Custody Nominees (Australia) Limited24,641,7851.99

2Citicorp Nominees Pty Limited12,264,6710.99

3Netwealth Investments Limited <Wrap Services A/C>9,176,4630.74

4Nulis Nominees (Australia) Limited <Navigator Mast Plan Sett A/C> 4,800,1710.39

5BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd <DRP A/C>4,334,1410.35

6Bougainville Copper Limited4,078,7170.33

7Navigator Australia Ltd <MLC Investment Sett A/C>3,926,4800.32

8IOOF Investment Services Limited <IPS Superfund A/C>3,887,7670.31

9Netwealth Investments Limited <Super Services A/C>3,885,7280.31

10Evanson Pty Ltd3,805,8380.31

11Custodial Services Limited <Beneficiaries Holding A/C>3,393,6670.27

12Bushways Pty Ltd2,570,5920.21

13Jamama Nominees Pty Limited2,369,8580.19

14Investment Custodial Services Limited <C A/C>2,220,2400.18

15IOOF Investment Services Limited <IOOF IDPS A/C>1,829,2300.15

16J P Morgan Nominees Australia Pty Limited1,678,9970.14

17Custodial Services Limited <A/C 4>1,647,2000.13

18Australian Executor Trustees Limited1,590,6450.13

19BNP Paribas Noms (NZ) Ltd <DRP>1,551,5630.13

20Twibill Pty Ltd1,443,2160.12

62

Australian Foundation Investment Company Limited Annual Report 2023

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 2023, the Company recorded 686 transactions in securities (including options). $2,645,576 in brokerage

(including GST) was paid or accrued for the year.

63

Australian Foundation Investment Company Limited Annual Report 2023

Major Transactions in the Investment Portfolio
Acquisitions

Cost

($m)

BHP 148.1

National Australia Bank 50.4

IDP Education39.4

Domino’s Pizza Group 23.4

Santos19.1

64

Australian Foundation Investment Company Limited Annual Report 2023

Disposals
Proceeds

($m)

NEXTDC 69.9

Brambles 40.2

Orica* 39.0

IRESS38.3

InvoCare* 38.3

* Complete disposal from the portfolio.

New Companies Added to the Portfolio

Breville Group

65

Australian Foundation Investment Company Limited Annual Report 2023

Individual investments for the combined Investment and Trading portfolios as at 30 June 2023 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

2022

’000

Number

Held

2023

’000

Market

Value

2023

$’000

AIAAuckland International Airport10,30010,30080,854

ALQALS7,6227,62285,063

AMCAmcor11,60010,415154,767

ANNAnsell1,3691,36936,590

ANZANZ Group Holdings8,4888,098191,997

ARBARB Corporation3,4733,640104,104

ASXASX1,4321,43290,216

AUBAUB Group2,3782,12162,357

BHPBHP13,92617,634793,338

BRGBreville Group070214,008

BXBBrambles9,2796,20089,342

CAR*Carsales.com8,0266,778161,240

CBACommonwealth Bank of Australia7,9007,809783,008

COHCochlear33433476,549

COL*Coles Group9,0239,722179,013

CPUComputershare4,0434,26599,716

CSLCSL2,3722,431674,311

CWYCleanaway Waste Management17,01418,18547,099

DJWDjerriwarrh Investments7,5057,50521,315

DMPDomino’s Pizza Enterprises6531,09350,756

DUIDiversified United Investments12,03012,03059,189

EQTEQT Holdings 1,3221,64742,702

FCLFINEOS Corporation9,2539,25320,541

FPHFisher & Paykel Healthcare Corporation3,9133,91388,188

GMGGoodman Group8,8359,655193,776

IAG*Insurance Australia Group9,5278,10045,613

Holdings of Securities

at 30 June 2023

66

Australian Foundation Investment Company Limited Annual Report 2023

CodeOrdinary Shares, Trust Units or Stapled Securities
Number

Held

2022

’000

Number

Held

2023

’000

Market

Value

2023

$’000

IELIDP Education7902,50555,366

IREIRESS8,2113,97540,741

JBHJB Hi-Fi1,1311,13149,493

JHX*James Hardie Industries5,2455,425215,057

MFTMainfreight (NZX Listed)3,2682,819186,802

MGRMirvac Group22,00029,35066,331

MIRMirrabooka Investments8,7288,72823,914

MQG*Macquarie Group2,2072,240397,749

NAB*National Australia Bank11,15512,950341,301

NANNanosonics5,9705,85327,745

NWLNetwealth Group3,4893,48948,288

NXTNEXTDC7,8641,74421,936

PXAPEXA Group2,9193,29944,897

REAREA Group64464492,155

REHReece7,2017,264134,893

RHCRamsay Health Care1,5831,22669,012

RIORio Tinto1,8621,862213,555

RMDResMed4,7504,390144,036

SEK*Seek3,3333,79582,391

SHLSonic Healthcare3,3203,320118,081

STO*Santos11,28613,921104,451

TCL*Transurban Group28,79127,115386,304

TLSTelstra Corporation48,68048,680209,325

WBCWestpac Banking Corporation15,54515,125322,768

WDS*Woodside Energy Group5,8165,816200,099

WESWesfarmers7,3727,372363,734

WOW*Woolworths Group7,1757,355292,171

WTCWisetech Global25042033,520

XROXero 833891105,907

Total8,637,677

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

67

Australian Foundation Investment Company Limited Annual Report 2023

CodeOrdinary Shares, Trust Units or Stapled Securities
Number Held

2022

Number Held

2023

Market Value

2023

A$

ACN-USAccenture5,506 5,506 2,552,471

AENA-ESAena 10,728 8,108 1,966,758

GOOGL-USAlphabet1,534 31,314 5,630,883

AMZN-USAmazon23,360 23,360 4,574,822

AAPL-USApple21,658 20,058 5,844,901

CP-USCanadian Pacific0 14,372 1,743,898

SCHW-USCharles Schwab27,651 30,501 2,597,160

CMG-USChipotle 1,325 1,115 3,582,941

CTAS-USCintas3,414 2,851 2,129,013

COST-USCostco 2,976 2,976 2,406,989

CCI-USCrown Castle10,886 10,886 1,863,357

EL-USEstee Lauder5,037 5,037 1,486,016

FERG-GBFerguson12,851 12,851 3,045,944

FTNT-USFortinet24,220 24,220 2,750,423

FCX-USFreeport0 17,870 1,073,808

HCA-USHCA Healthcare10,619 9,164 4,178,051

HD-USHome Depot6,284 6,034 2,815,887

ICE-USIntercontinental15,643 16,678 2,833,259

JPM-USJP Morgan12,029 14,176 3,097,314

OR-FRL’Oreal3,018 2,568 1,797,651

MC-FRLVMH Moet 2,155 2,191 3,099,082

Holdings of International Securities

at 30 June 2023

68

Australian Foundation Investment Company Limited Annual Report 2023

CodeOrdinary Shares, Trust Units or Stapled Securities
Number Held

2022

Number Held

2023

Market Value

2023

A$

MAR-USMarriott9,615 8,715 2,404,991

MA-USMastercard3,461 3,461 2,044,932

MCD-USMcDonalds8,702 7,442 3,336,249

META-USMeta 2,889 7,433 3,204,589

MSFT-USMicrosoft16,083 16,463 8,422,306

NESN-CHNestle18,826 20,806 3,759,228

NFLX-USNetflix3,792 3,322 2,198,300

NEE-USNextera20,749 20,749 2,312,891

NKE-USNike13,173 13,173 2,184,215

NOVOB-DKNovo Nordisk12,978 11,768 2,847,856

NVDA-USNVIDIA0 2,555 1,623,703

PEP-USPepsiCo10,474 9,294 2,586,056

ROG-CHRoche 5,035 5,545 2,546,597

SPGI-USS&P Global3,927 3,927 2,365,036

SU-FRSchneider10,228 10,851 2,960,478

SBUX-USStarbucks11,612 11,612 1,728,098

TMO-USThermo Fisher3,523 2,773 2,173,533

UNH-USUnited Health0 3,125 2,256,438

UMG-NLUniversal Music0 47,498 1,584,058

V-USVisa 4,977 4,977 1,775,595

Total115,385,777

69

Australian Foundation Investment Company Limited Annual Report 2023

Date of IssueTypePriceRemarks
24 February 2023DRP/DSSP$7.292.5 per cent discount

30 August 2022DRP/DSSP$7.565 per cent discount

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

SPP = Share Purchase Plan

26 February 2010DRP$4.825 per cent discount

1 September 2009DRP$4.695 per cent discount

Issues of Securities

70

Australian Foundation Investment Company Limited Annual Report 2023

Date of IssueTypePriceRemarks
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

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.

71

Australian Foundation Investment Company Limited Annual Report 2023

Australian Foundation Investment
Company Limited (AFIC)

ABN 56 004 147 120

Directors

John Paterson, Chairman

Mark Freeman, Managing Director

Rebecca P Dee-Bradbury

Craig M Drummond

Julie A Fahey

Graeme R Liebelt

David A Peever

Catherine M Walter AM

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

72

Australian Foundation Investment Company Limited Annual Report 2023

Australian Foundation Investment Company Limited Annual Report 2023
73

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 3 October 2023

Venue Zinc at Federation Square

Location Corner of Flinders Street and

Swanston Street Melbourne

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.

Shareholder Information

MDM Design
Printed on environmentally friendly paper

Income,
Capital Growth,

Low Cost

Annual Review

2023

Australian Foundation Investment Company Limited ABN 56 004 147 120
AUSTRALIAN FOUNDATION

INVESTMENT COMPANY

IS A LISTED INVESTMENT

COMPANY INVESTING

IN AUSTRALIAN AND

NEW ZEALAND EQUITIES.

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

1Australian Foundation Investment Company Limited Annual Review 2023
* Assumes a shareholder can take full advantage of the franking credits.

#

Includes a non-cash dividend of $74.9 million from the BHP Petroleum/Woodside merger in 2022.

Profit for

the Year

$310.2m

$360.6m in 2022

#

Total Portfolio

Return

13.9%

Including franking*

S&P/ASX 200

Accumulation Index

including franking*

16.6%

Total

Shareholder

Return

-1.4%

Share price plus

dividend, including

franking*

Management

Expense Ratio

0 .14%

0.16% in 2022

Total Portfolio

$8.9b

Including cash

at 30 June.

$8.2 billion in 2022

2023

Fully Franked

Dividend

14

¢

Final

25

¢

Total

24 cents total

in 2022

Year in Summary

DIRECTORS’ REPORT
5 Year Summary

Net Profit After Tax

($ Million)

Net Profit Per Share

(Cents)

Investments at Market Value

($ Million)

(d)

Net Asset Backing Per Share

($)

(e)

Number of Shareholders

(30 June)

20192020

20192020

20192020

20192020

20192020

2021

2021

2021

2022

2022

2021

2021

2022

2022

2022

2023

272.2

134.2

(a)

240.4

235.1

360.6

310.2

2023

34.0

19.9

19.3

29.4

25.1

2023

6.49

5.96

7.45

6.63

7.19

2023

138,671

153,588

159,500

164,979

163,964

2023

7,566

7,122

8,978

8,087

8,753

Dividends Per Share

(Cents)

(b)

20202021202220192023

24

2424

32

(c)

24

8

(c)

25

2Australian Foundation Investment Company Limited Annual Review 2023

Net Profit After Tax
($ Million)

Net Profit Per Share

(Cents)

Investments at Market Value

($ Million)

(d)

Net Asset Backing Per Share

($)

(e)

Number of Shareholders

(30 June)

20192020

20192020

20192020

20192020

20192020

2021

2021

2021

2022

2022

2021

2021

2022

2022

2022

2023

272.2

134.2

(a)

240.4

235.1

360.6

310.2

2023

34.0

19.9

19.3

29.4

25.1

2023

6.49

5.96

7.45

6.63

7.19

2023

138,671

153,588

159,500

164,979

163,964

2023

7,566

7,122

8,978

8,087

8,753

Dividends Per Share

(Cents)

(b)

20202021202220192023

24

2424

32

(c)

24

8

(c)

25

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 2023: 10.0 cents; 2022: 14.29 cents,

2021: 4.29 cents, 2020: 7.14 cents, 2019:

7.14 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.

3Australian Foundation Investment Company Limited Annual Review 2023

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 2023

Approach to Investing
Investment Philosophy

Our investment philosophy is built on

taking a medium to long term view on

companies in a diversified portfolio with

an emphasis on identifying and investing

in quality companies that are likely to

sustainably grow their earnings and

dividends over this timeframe.

Quality in this context is an outcome of

our assessment of the following factors:

1. We prefer companies that have a

leadership position or are developing

one within the industry in which they

operate. This will often mean we are

investing in a unique set of assets with

competitive advantages that produces

attractive returns on invested capital.

2. As a long term, tax aware investor we

seek to be in companies that have a

long term sustainable business model,

with low risk of disruption. This helps

to ensure portfolio turnover remains

low. The analysis may consider

technological disruption, environmental

issues, including the impact of climate

change, and social risks as all of these

factors can have a material impact

on the assessment of a company’s

long term sustainability.

3. We consider how a company’s

business can be potentially impacted

by influences outside the control

of management such as change in

government regulation and/or policy.

4. We are attracted to companies with

outstanding management teams

and boards with strong governance

processes, whose interests are

closely aligned with shareholders,

and act in the best interest of all

their stakeholders, including their

employees, customers, suppliers

and wider communities. We consider

matters including safety, diversity,

social impacts, environmental impact,

and modern slavery where material

or appropriate in the context of that

company. We regularly review and

meet with companies to ensure

ongoing alignment with our investment

frameworks. Our process may

include an assessment of the board

in terms of their past performance,

history of capital allocation, level of

accountability, mix of skills, relevant

experience and succession planning.

We also consider a company’s degree

of transparency and disclosure.

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 and our

voting record is on the company’s

website. We actively engage with

companies when we are concerned

about resolutions that are not aligned

with shareholders’ interests. We seek

to stay engaged with the companies

and satisfy ourselves that any issues

are taken seriously and worked

through constructively. Ideally we

seek to remain invested to influence a

satisfactory outcome for stakeholders.

5. We prefer companies with more

stable income flows. We are wary

of companies that have large,

inconsistent profit streams.

5Australian Foundation Investment Company Limited Annual Review 2023

6. We like our companies to be financially
strong and the assessment of the

balance sheet and the degree to which

the company is self-funding is critical in

our analysis. Cash generation is

also an important consideration.

Analysis of the above factors helps to

inform us of the structure of the industry

and a company’s sustainable competitive

position as well as the quality of the

people running the business, strength

of the balance sheet and consistency

of earnings. Within this analysis some

key financial metrics are considered.

These include return on capital employed,

return on equity, the level of gearing

in the balance sheet, margins and free

cash flow generation.

Alongside the assessment of quality

is an analysis of the ability of companies

to grow earnings over time, which

ultimately should drive 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.

Reporting of social and environmental

issues will be influenced by the

development of standards by the

International Sustainability Standards

Board (ISSB). Their potential introduction

in Australia should enable investors over

time to better make informed decisions

on these issues based on company

disclosures arising from these standards.

Assessment of commitments and plans

by companies to reach net zero by 2050

may also be considered having regard to

several factors. These include the industry

in which they operate, progress against

their plans, their broader contribution to

social good in addressing the challenge

of reducing global carbon emissions,

and the impact on their value if they fail

to achieve their stated goals. In applying

external data for benchmarking*, the

current carbon intensity of AFIC’s portfolio

is considerably less than the S&P/ASX

200 Index.

In building the investment portfolio with

the principles outlined, we believe we can

offer investors a well-diversified portfolio

of quality companies structured to deliver

total returns ahead of the Australian

equity market over the long term with

less volatility and with more consistent

dividends.

From time to time, some borrowings

may be used where potential investment

returns justify the use of debt.

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 additional 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 2023 this was

0.14 per cent, or 14 cents for each

$100 invested.

* Data provided by ISS ESG.

Portfolio at 30 June 2023.

About the Company

continued

6Australian Foundation Investment Company Limited Annual Review 2023

7Australian Foundation Investment Company Limited Annual Review 2023

Profit and Dividend
The full year profit was $310.2 million,

down from $360.6 million in the previous

corresponding period. Last year’s profit

included a dividend of $74.9 million (which

was non-cash but carries franking credits

with it) resulting from the BHP Petroleum/

Woodside merger. Excluding this figure,

the full year profit was up 8.6 per cent

from $285.7 million in the corresponding

period last year. The increase in the

underlying profit from last year was

driven by higher dividends received from

investee companies and adjustments

made to the portfolio throughout the year.

Earnings per share for the financial year

were 25.1 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 25 cents per share following the 1 cent

per share increase in the interim dividend

declared in January 2023.

Seven 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

10.0 cents per share. The enables some

shareholders to claim a tax deduction

in their tax return.

Review of Operations and Activities

7,600

7,400

7,200

7,000

6,800

6,600

6,400

Jul 22

Aug 22Sep 22

Nov 22

Dec 22

Feb 23

Mar 23

May 23

Jun 22

Oct 22Jan 23

Apr 23

Jun 23

Figure 1: Performance of the S&P/ASX 200 Price Index – 12 Months to 30 June 2023

Source: FactSet

8Australian Foundation Investment Company Limited Annual Review 2023

Market and Portfolio
Performance

The Australian equity market enjoyed

a strong year despite significant the

increase in interest rates over the period

in response to inflationary pressures and

a somewhat more subdued outlook for

economic growth. In some quarters there

are concerns about a looming recession,

but this has yet to eventuate, and the

employment market remains strong.

However, this environment produced

quite a marked divergence in performance

across sectors.

Including the benefit of franking credits,

the S&P/ASX 200 Accumulation Index

rose 16.6 per cent over the financial year.

Best performing sectors were Information

Technology, up 38.1 per cent and

Materials, up 22.6 per cent.

The Information Technology sector has

shown similar strength to the NASDAQ

Composite Index over recent months

amid growing interest in the future

applications of artificial intelligence.

The strength in the Materials sector

was primarily driven by the re-opening

of the Chinese economy following a

period of lockdown during the COVID-19

pandemic. Sectors that underperformed

the broader market included Healthcare

which increased 5.7 per cent, Consumer

Staples up 6.2 per cent and Real Estate

up 6.8 per cent.

5.7%

38.1%

14.8%

16.8%

12.4%

13.3%

6.8%

22.6%

20.3%

6.2%

12.3%

17.3%

Real Estate

Energy

Materials

Utilities

ASX 200

Consumer

Discretionary

Information

Technology

Healthcare

Communication

Services

Banks

Consumer

Staples

Industrials

Figure 2: Sector Performance for the 12 Months to 30 June 2023

(Returns Do Not Include Franking)

9Australian Foundation Investment Company Limited Annual Review 2023

The portfolio returned 13.9 per cent
when franking is included. Together with

the strong rally in Materials the relative

underperformance in the strong market

came from a number of high-quality

companies in the portfolio which trailed

the return of the overall market. These

included Transurban Group, Mainfreight

and ASX. However, despite these short

term movements we still consider

the prospects for these companies

remain strong.

Following a strong financial year ending

June 2022, our overweight position in

Amcor also had a meaningful negative

impact on relative performance. Customer

demand for its products declined from

the panic buying during the COVID-19

related supply chain challenges leading

to a subsequent period of customer

destocking.

Materials exposure in the portfolio is

primarily through our holdings in BHP

and Rio Tinto. While our long term

underweight position in Materials

(particularly in lithium and gold) detracted

from relative performance, we remain

comfortable with the positioning of the

portfolio regarding this more cyclical part

of the market. We maintain our research

efforts in the lithium sector, however high

spot commodity prices in these markets

make us cautious about investing at

present for the medium to long term.

Companies in the portfolio that performed

relatively well against the Index through

the 12-month period included strong

returns from Reece, AUB Group, James

Hardie Industries, Carsales.com and Xero.

Review of Operations and Activities

continued

10Australian Foundation Investment Company Limited Annual Review 2023

Positioning the Portfolio
While we endeavour to have low turnover

to reduce the impact of tax paid on

returns, recycling capital from companies

trading at extreme valuations to capture

the appropriate buying opportunity

remains fundamental to our approach.

In this context, the portfolio benefited from

trimming several holdings at appropriate

times through the year. This included

holdings in NEXTDC, Brambles, IRESS,

Carsales.com (following participation in

recent equity placements which took the

holding to above our desired portfolio

position), Commonwealth Bank of

Australia, Westpac Banking Corporation,

ANZ Group Holdings, Mainfreight,

Transurban, Ramsay Healthcare and

Amcor. We exited the position in Temple

& Webster Group which allowed us to

redeploy this capital in other opportunities.


We also exited our holdings in Orica,

InvoCare, Reliance Worldwide and

Ryman Healthcare. 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 the majority of these

companies to be increasingly

challenged as a result.

Net asset per share growth plus dividends,

including franking

S&P/ASX 200 Accumulation Index,

including franking

1 year return

13.9%

16.6%

3 year return

11.9%

12.6%

8.6%

8.6%

5 year return10 year return

9.3%

10.1%

Figure 3: Portfolio Performance – Per Annum Returns to 30 June 2023

Figures assume an investor can take full advantage of the franking credits. Past performance is not

indicative of future performance.

Note AFIC’s performance returns are after costs. AFIC on occasions incurs realised capital gains tax

on the sale of shares. Not all the of the franking generated from these realised capital gains is paid

out as dividends and is therefore not included in these performance figures.

11Australian Foundation Investment Company Limited Annual Review 2023

As a counterbalance to this activity most
purchases during the year were focused on

increasing weightings to existing holdings.

This included BHP, National Australia Bank,

Domino’s Pizza Enterprises, IDP Education,

Santos, CSL, Mirvac, Computershare and

Goodman Group.

In managing the portfolio, we endeavour

to hold a diversified portfolio of quality

companies with an appropriate mix of

income and growth attributes to achieve

our long term investment objectives.

As value across the market during the

financial year became more difficult to

observe, we materially increased activity

to enhance income through the writing

of call options over selected holdings.

Pleasingly, this activity provided

a meaningful contribution to an

improvement in income for the year.

One new stock was added through the

year. We initiated a position in Breville

Group, which is a kitchen appliance

company operating premium brands in the

cooking, beverage and food preparation

categories. The business was founded

in 1932, maintains a heavy focus on

product innovation and has very strong

global distribution which should provide for

further profit growth. Breville Group has a

long history of excellent financial discipline

delivering strong returns for shareholders.

Review of Operations and Activities

continued

AFIC portfolio weightS&P/ASX 200 Index weight

18.4%15.5%14.0%12.6%9.0%7.4%0.0%6.3%3.4%5.4%1.9%2.7%3.4%

25%

20%

15%

10%

5%

0%

Banks

Materials

Healthcare

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 2023 – Excludes International Holdings

12Australian Foundation Investment Company Limited Annual Review 2023

13Australian Foundation Investment Company Limited Annual Review 2023

International Portfolio
We have continued to trial the

management of an international portfolio

over the period. This portfolio consists of

what we have assessed to be high-quality

companies with a strong competitive

advantage, good growth potential and

across a broad range of industries. This

portfolio was first initiated in May 2021

as a potential precursor to establishing

a separate low-cost international Listed

Investment Company in the future.

At 30 June 2023 approximately

$115.4 million was invested in

41 companies in this portfolio

(which represents approximately

1.3 per cent of the total AFIC portfolio).

The performance of the portfolio since

its inception is ahead of its benchmark

index which is very pleasing given the

volatile market conditions that have

been in evidence over this period.

Share Price Return

The share price was trading at a discount

of 2 per cent to the net asset backing

(before tax on unrealised gains) at the end

of June 2023, whereas at 30 June 2022

the premium was very high at 13 per cent

(Figure 5). As a result, the share price

return, including reinvestment of dividends

and franking credits, over the 12 months

to 30 June 2023 did not align with the

performance of the portfolio.

There appears to have been less demand

for equity funds across the industry as

interest rates have risen over the year and

AFIC was not immune from this trend.


The longer-term share price returns

are outlined in Figure 6. The figures

for the Index and share price assume

a shareholder can take full advantage

of the franking credits attached to

the dividends paid.

Outlook

Medium-term conditions remain

unpredictable with a broad range of

potential outcomes. Economic growth

and the employment rate remain sound

despite inflationary pressures, the recent

rapid rises in interest rates and growth

in China slowing.

In this context equity markets have

surprisingly been strong despite broad-

based expectations of a significant

slowing in many global economies

including Australia.

While aware of the prevailing environment

our research effort remains focused on

the fundamentals of the companies in

our investment universe. We consider

the portfolio remains invested in quality

companies forecast to deliver an

appropriate mix of income and growth

returns positioning us well to deliver

our long term investment objectives.

Review of Operations and Activities

continued

14Australian Foundation Investment Company Limited Annual Review 2023

Jun 1
3

Jun 1

5

Jun 1

4

Jun 1

6

Jun 1

7

Jun 1

8

Jun 19Jun 20Jun 21Jun 22

Jun 23

15%

-5%

0%

5%

10%

20%

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

Share price growth plus dividends,

including franking

S&P/ASX 200 Accumulation Index,

including franking

1 year return

-1.4%

16.6%

3 year return

10.1%

12.6%

8.4%

8.6%

5 year return10 year return

8.4%

10.1%

Figure 6: Share Price Return − Per Annum Returns to 30 June 2023

15Australian Foundation Investment Company Limited Annual Review 2023

Valuation of the market as measured
by the price to sales ratio (Figure 7) and

price to book ratio (Figure 8) are relatively

high, particularly against the expected

background of more difficult operating

conditions for companies as higher

interest rates start to negatively impact

economic activity. In this context we can

afford to take a patient approach and use

any short term volatility to our advantage

as long term investors.

Review of Operations and Activities

continued

16Australian Foundation Investment Company Limited Annual Review 2023

3.0
2.5

2.0

1.5

1.0

Times

Average 1.9

20032008201320182023

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

Source: FactSet

Source: FactSet

1.2

1.6

2.0

2.4

Average 1.9

20032008201320182023

Times

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

17Australian Foundation Investment Company Limited Annual Review 2023

Includes investments held in both the investment and trading portfolios.
Value at Closing Prices at 30 June 2023

Total Value

$ Million

% of the

Portfolio

1BHP 793.39.1

2Commonwealth Bank of Australia783.08.9

3CSL 674.37.7

4Macquarie Group*397.74.5

5Transurban Group*386.34.4

6Wesfarmers 363.74.2

7National Australia Bank*341.33.9

8Westpac Banking Corporation322.83.7

9Woolworths Group*292.23.3

10James Hardie Industries*215.12.5

11Rio Tinto 213.62.4

12Telstra Group 209.32.4

13Woodside Energy Group*200.12.3

14Goodman Group193.82.2

15ANZ Group Holdings 192.02.2

16Mainfreight 186.82.1

17Coles Group*179.02.0

18Carsales.com*161.21.8

19Amcor154.81.8

20ResMed144.01.6

21Reece 134.91.5

22Sonic Healthcare 118.11.3

23Xero 105.91.2

24Santos*104.51.2

25ARB Corporation 104.11.2

Total6,971.8

As percentage of total portfolio value (excludes cash)79.6%

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

Top 25 Investments

As at 30 June 2023

18Australian Foundation Investment Company Limited Annual Review 2023

2023
$’000

2022

$’000

Dividends and distributions334,740388,492

Revenue from deposits and bank bills3,71461

Net gains on trading portfolio (including unrealised

gains or losses)6,000629

Total income 344,454389,182

Finance costs(1,265)(845)

Administration expenses (net of recoveries)(12,434)(14,294)

Profit before income tax 330,755374,043

Income tax (20,544)(13,486)

Net profit 310,211360,557

CentsCents

Net profit per share25.0629.40

Income Statement

As at 30 June 2023

19Australian Foundation Investment Company Limited Annual Review 2023

2023
$’000

2022

$’000

Current assets

Cash 165,385144,619

Receivables44,70936,598

Trading portfolio3,8374,979

Total current assets213,931186,196

Non-current assets

Investment portfolio 8,749,2268,082,513

Total non-current assets8,749,2268,082,513

Total assets8,963,1578,268,709

Current liabilities

Payables1,26828,688

Borrowings – bank debt10,00010,000

Tax payable32,15662,567

Provisions6,0576,114

Total current liabilities49,481107,369

Non-current liabilities

Provisions90896

Deferred tax liabilities – other830503

Deferred tax liabilities – investment portfolio1,355,2001,169,452

Total non-current liabilities1,356,1201,170,851

Total liabilities1,405,6011,278,220

Net assets7,557,5566,990,489

Shareholders’ equity

Share capital3,136,3323,070,213

Revaluation reserve2,926,1912,556,466

Realised capital gains reserve509,741510,503

General reserve23,63723,637

Retained profits961,655829,670

Total shareholders’ equity (including minority interests)7,557,5566,990,489

Balance Sheet

As at 30 June 2023

20Australian Foundation Investment Company Limited Annual Review 2023

2023
$’000

2022

$’000

Total equity at the beginning of the year6,990,4897,559,022

Dividends paid(296,702)(283,554)

Shares issued – Dividend Reinvestment Plan66,26862,584

Other share capital adjustments(149)(151)

Total transactions with shareholders(230,583)(221,121)

Profit for the year 310,211360,557

Revaluation of investment portfolio697,758(1,008,188)

Provision for tax on revaluation(210,319)300,219

Revaluation of investment portfolio (after tax)487,439(707,969)

Total comprehensive income for the year797,650(347,412)

Realised gains on securities sold142,285196,422

Tax expense on realised gains on securities sold(24,571)(66,560)

Net realised gains/(losses) on securities sold117,714129,862

Transfer from revaluation reserve to realised gains reserve(117,714)(129,862)

Total equity at the end of the year7,557,5566,990,489

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 2023

21Australian Foundation Investment Company Limited Annual Review 2023

Individual investments for the combined Investment and Trading portfolios as at
30 June 2023 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

2022

’000

Number

Held

2023

’000

Market

Value

2023

$’000

AIAAuckland International Airport10,30010,30080,854

ALQALS7,6227,62285,063

AMCAmcor11,60010,415154,767

ANNAnsell1,3691,36936,590

ANZANZ Group Holdings8,4888,098191,997

ARBARB Corporation3,4733,640104,104

ASXASX1,4321,43290,216

AUBAUB Group2,3782,12162,357

BHPBHP13,92617,634793,338

BRGBreville Group070214,008

BXBBrambles9,2796,20089,342

CAR*Carsales.com8,0266,778161,240

CBACommonwealth Bank of Australia7,9007,809783,008

COHCochlear33433476,549

COL*Coles Group9,0239,722179,013

CPUComputershare4,0434,26599,716

CSLCSL2,3722,431674,311

CWYCleanaway Waste Management17,01418,18547,099

DJWDjerriwarrh Investments7,5057,50521,315

Holdings of Securities

At 30 June 2023

22Australian Foundation Investment Company Limited Annual Review 2023

Code
Ordinary Shares, Trust Units

or Stapled Securities

Number

Held

2022

’000

Number

Held

2023

’000

Market

Value

2023

$’000

DMPDomino’s Pizza Enterprises6531,09350,756

DUIDiversified United Investments12,03012,03059,189

EQTEQT Holdings 1,3221,64742,702

FCLFINEOS Corporation9,2539,25320,541

FPHFisher & Paykel Healthcare

Corporation

3,9133,91388,188

GMGGoodman Group8,8359,655193,776

IAG*Insurance Australia Group9,5278,10045,613

IELIDP Education7902,50555,366

IREIRESS8,2113,97540,741

JBHJB Hi-Fi1,1311,13149,493

JHX*James Hardie Industries5,2455,425215,057

MFTMainfreight (NZX Listed)3,2682,819186,802

MGRMirvac Group22,00029,35066,331

MIRMirrabooka Investments8,7288,72823,914

MQG*Macquarie Group2,2072,240397,749

NAB*National Australia Bank11,15512,950341,301

NANNanosonics5,9705,85327,745

NWLNetwealth Group3,4893,48948,288

NXTNEXTDC7,8641,74421,936

PXAPEXA Group2,9193,29944,897

REAREA Group64464492,155

REHReece7,2017,264134,893

RHCRamsay Health Care1,5831,22669,012

RIORio Tinto1,8621,862213,555

RMDResMed4,7504,390144,036

SEK*Seek3,3333,79582,391

SHLSonic Healthcare3,3203,320118,081

23Australian Foundation Investment Company Limited Annual Review 2023

Code
Ordinary Shares, Trust Units

or Stapled Securities

Number

Held

2022

’000

Number

Held

2023

’000

Market

Value

2023

$’000

STO*Santos11,28613,921104,451

TCL*Transurban Group28,79127,115386,304

TLSTelstra Corporation48,68048,680209,325

WBCWestpac Banking Corporation15,54515,125322,768

WDS*Woodside Energy Group5,8165,816200,099

WESWesfarmers7,3727,372363,734

WOW*Woolworths Group7,1757,355292,171

WTCWisetech Global25042033,520

XROXero 833891105,907

Total8,637,677

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

Holdings of Securities

At 30 June 2023 continued

24Australian Foundation Investment Company Limited Annual Review 2023

Code
Ordinary Shares, Trust Units

or Stapled Securities

Number

Held

2022

Number

Held

2023

Market

Value

2023

A$

ACN-USAccenture5,506 5,506 2,552,471

AENA-ESAena 10,728 8,108 1,966,758

GOOGL-USAlphabet1,534 31,314 5,630,883

AMZN-USAmazon23,360 23,360 4,574,822

AAPL-USApple21,658 20,058 5,844,901

CP-USCanadian Pacific0 14,372 1,743,898

SCHW-USCharles Schwab27,651 30,501 2,597,160

CMG-USChipotle 1,325 1,115 3,582,941

CTAS-USCintas3,414 2,851 2,129,013

COST-USCostco 2,976 2,976 2,406,989

CCI-USCrown Castle10,886 10,886 1,863,357

EL-USEstée Lauder5,037 5,037 1,486,016

FERG-GBFerguson12,851 12,851 3,045,944

FTNT-USFortinet24,220 24,220 2,750,423

FCX-USFreeport0 17,870 1,073,808

HCA-USHCA Healthcare10,619 9,164 4,178,051

HD-USHome Depot6,284 6,034 2,815,887

ICE-USIntercontinental15,643 16,678 2,833,259

JPM-USJP Morgan12,029 14,176 3,097,314

OR-FRL’Oréal3,018 2,568 1,797,651

MC-FRLVMH Moët 2,155 2,191 3,099,082

MAR-USMarriott9,615 8,715 2,404,991

MA-USMastercard3,461 3,461 2,044,932

MCD-USMcDonalds8,702 7,442 3,336,249

META-USMeta 2,889 7,433 3,204,589

MSFT-USMicrosoft16,083 16,463 8,422,306

NESN-CHNestlé18,826 20,806 3,759,228

NFLX-USNetflix3,792 3,322 2,198,300

NEE-USNextera20,749 20,749 2,312,891

Holdings of International Securities

At 30 June 2023

25Australian Foundation Investment Company Limited Annual Review 2023

Code
Ordinary Shares, Trust Units

or Stapled Securities

Number

Held

2022

Number

Held

2023

Market

Value

2023

A$

NKE-USNike13,173 13,173 2,184,215

NOVOB-DKNovo Nordisk12,978 11,768 2,847,856

NVDA-USNVIDIA0 2,555 1,623,703

PEP-USPepsiCo10,474 9,294 2,586,056

ROG-CHRoche 5,035 5,545 2,546,597

SPGI-USS&P Global3,927 3,927 2,365,036

SU-FRSchneider10,228 10,851 2,960,478

SBUX-USStarbucks11,612 11,612 1,728,098

TMO-USThermo Fisher3,523 2,773 2,173,533

UNH-USUnited Health0 3,125 2,256,438

UMG-NLUniversal Music0 47,498 1,584,058

V-USVisa 4,977 4,977 1,775,595

Total115,385,777

Holdings of International Securities

At 30 June 2023 continued

26Australian Foundation Investment Company Limited Annual Review 2023

Acquisitions
Cost

($m)

BHP 148.1

National Australia Bank 50.4

IDP Education39.4

Domino’s Pizza Group 23.4

Santos19.1

Disposals

Proceeds

($m)

NEXTDC 69.9

Brambles 40.2

Orica* 39.0

IRESS38.3

InvoCare* 38.3

* Complete disposal from the portfolio.

New Companies Added to the Portfolio

Breville Group

Major Transactions in the

Investment Portfolio

27Australian Foundation Investment Company Limited Annual Review 2023

Australian Foundation Investment
Company Limited (AFIC)

ABN 56 004 147 120

Directors

John Paterson, Chairman

Mark Freeman, Managing Director

Rebecca P Dee-Bradbury

Craig M Drummond

Julie A Fahey

Graeme R Liebelt

David A Peever

Catherine M Walter AM

Company Secretaries

Matthew J Rowe

Andrew JB Porter

Auditor

PricewaterhouseCoopers

Chartered Accountants

Country of Incorporation

Australia

Company Particulars

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)

28Australian Foundation Investment Company Limited Annual Review 2023

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 3 October 2023

Venue Zinc at Federation Square

Location Corner of Flinders Street

and Swanston Street

Melbourne

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.

29Australian Foundation Investment Company Limited Annual Review 2023

MDM Design
Printed on environmentally friendly paper

299611_23_V4
ABN 56 004 147 120

916CRP0140_AFI-Australian_Foundation_Investment_Co_Ltd-A4-Letterhead-DC_Advice_Basestock_Feb2012_v1.indd 1916CRP0140_AFI-Australian_Foundation_Investment_Co_Ltd-A4-Letterhead-DC_Advice_Basestock_Feb2012_v1.indd 16/08/2012 2:54:08 PM6/08/2012 2:54:08 PM

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

31 August 2023

Dear Shareholder,

I am pleased to invite you to the 2023 Annual General Meeting (AGM) of Australian Foundation

Investment Company Limited (AFIC or the Company) which has been scheduled as follows:

Date: Tuesday 3 October 2023

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 ZINC at Federation

Square, Corner of Flinders Street and Swanston Street, Melbourne, 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/MNXYCVY 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, attend and participate in the AGM are set out in our Notice of

Meeting.

Notice of Meeting

In accordance with 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.

Proxy 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 Proxy Form which is personalised to you. Please

complete the Proxy Form if you would like to appoint a proxy to attend the meeting and vote on your

behalf. Page 5 of the Notice of Meeting sets out the various ways in which you can submit the Proxy

Form. Please note that for a proxy appointment to be effective, it must be received by 10.00am

(AEDT) on Sunday 1 October 2023.

299611_23_V4
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 Proxy Form if

you elect to return a hard copy.

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 Tuesday 3 October 2023.

Yours sincerely

John Paterson

Chairman

Income,
Capital Growth,

Low Cost

Notice of Annual

General Meeting

2023

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 3 October 2023

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 3 October 2023 and will take place physically at ZINC at Federation Square, Corner

of Flinders Street and Swanston Street, Melbourne, Victoria, Australia and via an online platform at meetnow.global/MNXYCVY.

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 1 October 2023.

1. Financial Statements and Reports

To consider the Directors’ Report, Financial Statements and Independent Audit Report for the financial year ended 30 June 2023.

(Please note that no resolution will be required to be passed on this matter).

2. Adoption of Remuneration Report

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 2023 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 resolution (as an ordinary resolution):

“That David Peever, a Director retiring from office in accordance with Rule 46 of the Constitution, being eligible is re-elected as a Director

of the Company.”

By Order of the Board


Matthew Rowe

Company Secretary

31 August 2023

Australian Foundation Investment Company Limited

BUSINESS OF THE MEETING

2

Notice of Annual General Meeting 2023

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

1 October 2023.

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 2023. 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

2023 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

2023 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

3

Australian Foundation Investment Company Limited Notice of Annual General Meeting 2023

3. Re-election of Director
Mr David Peever was elected as a

Director by shareholders at the 2020

AGM. As such he is required to seek

re-election by shareholders at this AGM.

Mr Peever’s biographical details are set

out below:

David A Peever

Independent Non-Executive Director

BEc, MSc (Mineral Economics)

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. David 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.

Board recommendation and undirected

proxies: The Board (with Mr Peever

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

Australian Foundation Investment Company Limited Notice of Annual General Meeting 2023

EXPLANATORY NOTES

continued

Shareholders and Proxyholders have two options for participating at the AGM:
In person

Online Via the Computershare Meeting Platform (access via meetnow.global/MNXYCVY)

In Person

The AGM will be held at ZINC at Federation Square, Corner of Flinders Street and Swanston Street, Melbourne, Victoria

SHAREHOLDER INFORMATION

Flinders St

Swanston St

Princes Bridge

Flinders St Station

Visitor

Info

Centre

ACMI

Yarra

Building

The Ian

Potter

Centre

Deakin Edge

Car Park

Lift/stairs

Atrium

Entrance

Russell St Extension

Plaza

FEDERATION SQUARE

Cross

Bar

River Terrace

Yarra River

St Pauls

Cathedral

ZINC

Transport

Bar

Flinders

Gate

Car Park

Birrarung Marr

By foot

By car

By tram

Lift

ZINC

Directional Map

5

Australian Foundation Investment Company Limited Notice of Annual General Meeting 2023

Via the Online Platform
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

meetnow.global/MNXYCVY on your

computer, tablet or smartphone.

Online registration will open one 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’.

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.

Proxies

If you cannot attend the meeting in

person or 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.

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 1 October 2023. 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).

6

Australian Foundation Investment Company Limited Notice of Annual General Meeting 2023

SHAREHOLDER INFORMATION

continued

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

We welcome shareholders’ questions at

the meeting. However, in the interests

of all attending the meeting, we request

that shareholders confine their questions

to matters before the meeting that are

relevant to shareholders as a whole.

For shareholders present at the meeting,

you will have the opportunity to ask

questions from the floor.

For shareholders attending

online please follow the instructions in the

platform on how to ask a question. Please

note, only shareholders and proxyholders

may ask questions online.

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 Tuesday 19 September 2023.

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.

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

7

Australian Foundation Investment Company Limited Notice of Annual General Meeting 2023














































ABN 56 004 147 120

For your proxy appointment to be effective it

must be received by 10.00am (AEDT)

Monday 12 October 2020.

All your securities will be voted in accordance with your directions.

YOUR VOTE IS IMPORTANT

Phone:

Online:

www.investorcentre.com/contact

Need assistance?

Proxy Form

Lodge your Proxy Form:

How to Vote on Items of Business

Online:

Lodge your vote online at

www.investorvote.com.au using your

secure access information or use your

mobile device to scan the personalised

QR code.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

For Intermediary Online

subscribers (custodians) go to

www.intermediaryonline.com

By Mail:

Computershare Investor Services Pty Limited

GPO Box 242

Melbourne VIC 3001

Australia

1800 783 447 within Australia or

+61 3 9473 2555 outside Australia

By Fax:

Your secure access information is

APPOINTMENT OF PROXY

PLEASE NOTE: For security reasons it

is important that you keep your SRN/HIN

confidential.

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should

sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry,

please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company

Secretary, this form must be signed by that person. If the company (pursuant to section 204A

of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also

sign alone. Otherwise this form must be signed by a Director jointly with either another

Director or a Company Secretary. Please sign in the appropriate place to indicate the office

held. Delete titles as applicable.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes

opposite each item of business. If you do not mark a box your proxy may vote or abstain as

they choose (to the extent permitted by law). If you mark more than one box on an item your

vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the

percentage or number of securities you wish to vote in the For, Against or Abstain box or

boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the

meeting and vote on a poll. If you appoint two proxies you must specify the percentage of

votes or number of securities for each proxy, otherwise each proxy may exercise half of the

votes. When appointing a second proxy write both names and the percentage of votes or

number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

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.














































ABN 56 004 147 120

For your proxy appointment to be effective it

must be received by 10.00am (AEDT)

Monday 12 October 2020.

All your securities will be voted in accordance with your directions.

YOUR VOTE IS IMPORTANT

Phone:

Online:

www.investorcentre.com/contact

Need assistance?

Proxy Form

Lodge your Proxy Form:

How to Vote on Items of Business

Online:

Lodge your vote online at

www.investorvote.com.au using your

secure access information or use your

mobile device to scan the personalised

QR code.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

For Intermediary Online

subscribers (custodians) go to

www.intermediaryonline.com

By Mail:

Computershare Investor Services Pty Limited

GPO Box 242

Melbourne VIC 3001

Australia

1800 783 447 within Australia or

+61 3 9473 2555 outside Australia

By Fax:

Your secure access information is

APPOINTMENT OF PROXY

PLEASE NOTE: For security reasons it

is important that you keep your SRN/HIN

confidential.

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should

sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry,

please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company

Secretary, this form must be signed by that person. If the company (pursuant to section 204A

of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also

sign alone. Otherwise this form must be signed by a Director jointly with either another

Director or a Company Secretary. Please sign in the appropriate place to indicate the office

held. Delete titles as applicable.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes

opposite each item of business. If you do not mark a box your proxy may vote or abstain as

they choose (to the extent permitted by law). If you mark more than one box on an item your

vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the

percentage or number of securities you wish to vote in the For, Against or Abstain box or

boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the

meeting and vote on a poll. If you appoint two proxies you must specify the percentage of

votes or number of securities for each proxy, otherwise each proxy may exercise half of the

votes. When appointing a second proxy write both names and the percentage of votes or

number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Sunday 1 October 2023

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”.













Control Number:

SRN/HIN:

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 fit), at the Annual General Meeting of Australian Foundation Investment Company

Limited

to be held at ZINC at Federation Square, Corner of Flinders Street and Swanston Street, Melbourne, Victoria,

Australia and via an online platform at 10.00am (AEDT) on Tuesday 3 October 2023

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 the item 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.

AFI299611A

For

Against

Abstain

Item 2Adoption of Remuneration Report

Item 3Re-election of Director - Mr David Peever

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.

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.