2024 Annual Reports and AGM Documentation
29 August 2024
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 2024 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 2024
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 CONSOLIDATED ENTITY
DISCLOSURE STATEMENT
57 DIRECTORS’
DECLARATION
58 INDEPENDENT
AUDIT REPORT
62 OTHER
INFORMATION
62 Information About Shareholders
63 Major Shareholders
64 Sub-underwriting
64 Substantial Shareholders
64 Transactions in Securities
65 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
Contents
AUSTRALIAN FOUNDATION
INVESTMENT COMPANY
IS A LISTED INVESTMENT
COMPANY INVESTING
IN AUSTRALIAN AND
NEW ZEALAND EQUITIES.
Australian Foundation Investment Company Limited ABN 56 004 147 120
Year in Summary
* Assumes a shareholder can take full advantage of the franking credits.
Profit for
the Year
$296.4m
$310.2m in 2023
Fully Franked
Dividend
Per Share
14.5
¢
Final
26
¢
Total
25 cents total
in 2023
Total
Shareholder
Return
6.4%
Share price plus
dividend, including
franking*
Management
Expense Ratio
0.15%
0.14% in 2023
Total Portfolio
$9.9b
Including cash
at 30 June.
$8.9 billion in 2023
2024
Total Portfolio
Return
15.1%
Including franking*
S&P/ASX 200
Accumulation Index
including franking*
13.5%
1
Australian Foundation Investment Company Limited
Annual Report 2024
2
Australian Foundation Investment Company Limited
Annual Report 2024
DIRECTORS’ REPORT
5 Year Summary
Notes:
(a) All dividends were fully franked. The LIC attributable gain attached to the dividend was 2024: 6.43 cents; 2023: 10.0 cents; 2022: 14.29 cents;
2021: 4.29 cents; 2020: 7.14 cents.
(b) Excludes cash.
(c) Net asset backing per share based on year-end data before the provision for the final dividend. The figures do not include a provision for capital
gains tax that would apply if all securities held as non-current investments had been sold at balance date as Directors do not intend to dispose
of the portfolio.
Net Profit After Tax
($ Million)
Net Profit Per Share
(Cents)
Investments at Market Value
($ Million)
(b)
Net Asset Backing Per Share
($)
(c)
Number of Shareholders
(30 June)
20202021
2022202320242020202120222023202420202021202220232024
202020212022202320242020202120222023202420202021202220232024
240.4
235.1
360.6
310.2
19.9
19.3
29.4
25.1
5.96
7.45
6.63
7.19
153,588
159,500
164,979
163,964
7,122
8,978
8,087
8,753
Dividends Per Share
(Cents)
(a)
24
2424
25
23.7
7.88
157,923
26
296.4
9,709
3
Australian Foundation Investment Company Limited
Annual Report 2024
About the Company
Australian Foundation Investment Company (AFIC) is a Listed Investment Company
investing in Australian and New Zealand equities.
Investment Objectives
The Company’s primary investment goals are:• to pay a stable to growing dividend over time; 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
4
Australian Foundation Investment Company Limited
Annual Report 2024
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*, our
most recent assessment of the carbon
intensity of AFIC’s portfolio showed that
it is 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 2024 this
was 0.15 per cent, or 15 cents
for each $100 invested.
* Data provided by ISS ESG.
Portfolio at 30 June 2024.
5
Australian Foundation Investment Company Limited
Annual Report 2024
Profit
The full year profit was $296.4 million,
down from $310.2 million in the previous
corresponding period. The decrease in
the profit from last year was the outcome
of lower dividends (as expected) received
from BHP, Rio Tinto and Woodside
Energy Group. The extent of this decline
was somewhat offset by adjustments
made to the portfolio throughout the year
and improved income from a number of
companies in the portfolio including the
four major banks.
The management expense ratio (MER) for
AFIC was 0.15 per cent with no additional
fees, up from 0.14 per cent last financial
year. This was due to the change in
incentive plan last year which involved
the writing back of incentives which
meant the MER last year was low.
Dividend
Earnings per share for the financial year
were 23.75 cents per share. The final
dividend was increased to 14.5 cents
per share fully franked, bringing total fully
franked dividends applicable for the year
to 26.0 cents per share, an increase
of 4.0 per cent from the previous
financial year’s total dividend of
25.0 cents per share.
4.5 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 6.43 cents per share. This
enables some shareholders to claim
a tax deduction in their tax return.
As part of assessing the investment
objectives of AFIC the Board has
considered whether the objective ‘to pay
dividends which, over time, grow faster
than the rate of inflation’ remains relevant
in today’s market.
In particular, we have observed that the
level of dividends flowing from the ASX
200 Index is now heavily concentrated
in the banks and resources sectors.
Whilst AFIC has a large exposure to
these sectors it does not want its
investment decisions driven by dividends
alone, particularly given our other
objective of ‘providing attractive total
returns over the medium to long term’.
This means the portfolio needs to have
sufficient exposure to growing companies
that are not necessarily in the position to
pay high dividends.
AFIC’s more recent history of dividends
also highlights the benefit of maintaining
a steady level of dividends to shareholders
through significant market dislocations
such as the GFC and recently the
COVID-19 pandemic. Unlike other
investment vehicles in the market,
AFIC maintained its dividend in the face
of significant cuts across the ASX 200
Index during these periods.
As a result, we think a more appropriate
statement of our dividend objective is
‘to pay a stable to growing dividend
over time’. We believe this statement
provides a better representation of the
outcomes shareholders can expect when
investing in AFIC, with the clear objective
of increasing fully franked dividends when
appropriate. Dividends will be sourced
from income received from the portfolio
as well some distribution of realised
capital gains when appropriate.
Market and Portfolio
Performance
The Australian equity market enjoyed a
strong year (Figure 1) despite the increase
in interest rates over the period in response
to inflationary pressures and the uncertain
outlook for economic growth.
The ASX 200 Accumulation Index (not
including the benefit of franking) rose
12.1 per cent in the financial year to
30 June 2024. Sector returns were
widely dispersed, and the best-performing
sectors were Banks, up 34.9 per cent,
Information Technology, up 28.4 per cent,
and A-REITs, up 24.7 per cent. Industrials
were up 17.8 per cent over this period
significantly outperforming the Resources
sector which was down 3.2 per cent
(Figure 2). Resilient domestic economic
conditions provided a more positive
backdrop for Banks than initially expected.
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 weakness in the Resources
sector reflected subdued demand for
commodities from China on the back
of declining new residential construction.
The portfolio returned 15.1 per cent
in comparison to the S&P/ASX
200 Accumulation Index return of
13.5 per cent when the benefit of
franking is included for both returns
(Figure 3 on page 8). Strong performance
came from our holdings in CAR Group,
Goodman Group, Wesfarmers, Reece,
Netwealth and ARB Corporation, which
all materially outperformed the market.
Having limited exposure to lithium
companies contributed meaningfully to
outperformance. We have long been
cautious on the supply response to the
rapidly rising lithium price in 2022. The
lithium market is now in surplus which
has resulted in equity prices for lithium
companies falling sharply.
A number of high-quality companies in
the portfolio trailed the return of the overall
market. These included Transurban Group,
Mainfreight, Sonic Healthcare and the ASX.
We still consider the long term prospects
for these companies to remain strong.
Positioning the Portfolio
The majority of purchases during the year
were focused on increasing positions
in existing holdings at what we felt
were appropriate levels. This included
Woodside Energy, Telstra Group, BHP,
CSL and ResMed.
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.
We continue to be attracted to quality
‘owner-driver businesses’ where
management and board members
have significant shareholdings. These
companies are attractive as there is a
strong alignment between management
and shareholder interests. These owner-
driver companies are typically smaller but
deliver strong long term returns. In this
regard we initiated positions in Mineral
Resources and Macquarie Technology
Group during the financial year.
Review of Operations and Activities
6
Australian Foundation Investment Company Limited
Annual Report 2024
-10%
0%
10%
20%
30%
40%
Jun 24
May 24
Apr 24
Mar 24
Feb 24
Jan 24
Dec 23
Nov 23
Oct 23
Sep 23
Aug 23
Jul 23
S&P/ASX 200 Index
S&P/ASX 200 Industrials
S&P/ASX 200 Banks
S&P/ASX 200 Resources
Source: FactSet
Figure 2: Key Sector Performance for the 12 Months to 30 June 2024
Jul 23
Aug 23Sep 23
Nov 23
Dec 23
Feb 24
Mar 24
May 24
Jun 23
Oct 23Jan 24
Apr 24
Jun 24
8,000
7,800
7,600
7,400
7,200
7,000
6,800
6,600
Source: FactSet
Figure 1: Performance of the S&P/ASX 200 Price Index – 12 Months to 30 June 2024
7
Australian Foundation Investment Company Limited
Annual Report 2024
Mineral Resources is a diversified
resources company with operations in
lithium, mining services, iron ore and
energy. Mineral Resources seeks to
maintain low-cost mining operations
while the mining services division is
market leading with a strong growth
pipeline backed by internal projects.
It was founded by the current
Managing Director, who is also a large
shareholder. Macquarie Technology
Group is a data centre, and cloud and
telecommunications business focusing
on enterprise, corporate and the
Australian Federal Government. Data
centres and cloud end-markets now
represent around 80 per cent of operating
earnings. The company was founded
30 years ago by large shareholders, the
Tudehope brothers, who continue to
manage the company.
Delivering income is also an important
part of constructing the portfolio. In this
context we added Ampol and Region
Group during the financial year at prices
that provide attractive dividend yields.
Ampol is Australia’s leading integrated
energy company engaged in refining,
supply and marketing of petroleum and
convenience retailing. The company
owns strategic infrastructure assets
while investing to grow convenience
retail away from fuel.
Region Group owns a portfolio of high-
quality grocery-anchored neighbourhood
and sub-regional shopping centres.
The predominant tenant offering is
focused on everyday needs of non-
discretionary retail spend.
We exited IRESS Limited and Ansell over
the 12-month period. We are observing
structural industry challenges for these
companies and an environment where
competitive intensity has materially
increased. We consider growth prospects
to be increasingly challenged as a result.
Figure 4 outlines the relative positioning of
the AFIC portfolio relative to the market as
represented by the S&P/ASX 200 Index.
International Portfolio
We have continued to successfully
manage the global portfolio (within the
AFIC portfolio) over the period. This
portfolio was first initiated in May 2021.
Given we have been trialling this portfolio
for over three years we are considering
the most appropriate next steps for
this initiative, including the options for
establishing a separate low-cost global
investment company in the future. AFIC
has invested a total of $103.7 million of
shareholder capital in the global portfolio,
which is valued at $147.5 million as at
30 June 2024. At current value, the global
portfolio represents about 1.5 per cent
of the overall AFIC portfolio.
We are encouraged by the performance
of this portfolio which has exceeded its
benchmark index (the MSCI World Index
ex Australia) over one year and since
its inception.
Review of Operations and Activities
continued
Figure 3: Portfolio Performance – Per Annum Returns to 30 June 2024
10 year return
Net asset per share growth
plus dividends, including franking
S&P/ASX 200 Accumulation
Index, including franking
1 year return3 year return
6.9%
7.9%
15.1%
13.5%
5 year return
9.3%
8.7%
9.0%
9.6%
Figure 4: AFIC Investment by Sector Versus the S&P/ASX 200 Index
as at 30 June 2024 – Excludes International Holdings
AFIC portfolio weightS&P/ASX 200 Index weight
21.1%14.5%13.2%10.8%9.2%7.8%0.0%6.4%3.8%5.1%1.5%2.5%4.0%
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
Includes the full benefit of franking credits.
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.
8
Australian Foundation Investment Company Limited
Annual Report 2024
Gross Returns of Global Portfolio
in Australian Dollars to 30 June 2024
1 Year
% pa
Since
Inception
% pa
AFIC global
portfolio23.014.1
Benchmark19.912.7
Differential3.11.4
Source: Northern Trust.
During the last 12 months we continued
to build our position in Nvidia while
topping up our exposure to Freeport
McMoran, Netflix, Meta and Nextera
Energy. These purchases were completed
at attractive levels, well below the current
prices. We took advantage of share
price weakness to add to our existing
position in Fortinet. In addition, we
established one new position, Halma plc.
These investments were funded through
the complete sale of Roche Holdings
and a reduced holding in Starbucks,
along with trimming some of our recent
outperformers such as Ferguson, L’Oréal,
Mastercard and Visa.
Share Price Return
The share price moved to a large
discount, 9 per cent, to the net asset
backing (before tax on unrealised gains)
by the end of June 2024.
As illustrated in Figure 5, the extent of this
discount is unusual in the context of the
historical trend. There appears to have
been less demand for Listed Investment
Companies across the industry as
interest rate products have become more
attractive. In an environment where the
Index increases strongly, the share price
of listed investment companies can also
sometimes lag the market performance,
with AFIC not immune from this trend.
The 10-year share price return to
30 June 2024 for AFIC is 7.2 per cent
including franking, whereas for the
S&P/ASX 200 Index the return is
9.6 per cent including franking. The
figures for the Index and share price
assume a shareholder can take full
advantage of the franking credits attached
to the dividends paid.
Jun 1
5
Jun 1
4
Jun 1
6
Jun 1
7
Jun 1
8
Jun 19Jun 20Jun 21Jun 22Jun 23Jun 24
15%
-10%
-5%
0%
5%
10%
20%
Figure 5: Share Price Premium/Discount to Net Asset Backing
9
Australian Foundation Investment Company Limited
Annual Report 2024
Outlook
Economic conditions remain
unpredictable with a broad range of
potential outcomes. There are signs
emerging that consumer confidence is
softening with persistent inflation and
higher interest rates. In this context while
economic growth in Australia currently
remains sound, it could conceivably
soften in the more immediate term.
Corporate earnings have so far proved
resilient. Following a strong run in the
equity market since November 2023,
the market’s tolerance for earnings
disappointment is not anticipated to
be high, with current market valuations
trading above long term averages and at
extreme levels for a number of companies
(Figure 6). In this context the dividend
yield for the market is also trading below
the long term average as share prices
have run strongly across the market
(Figure 7).
Finally, geopolitical factors remain relevant
with the occurrence of ongoing conflict
and with elections in key developed
markets. While geopolitical factors
have not yet negatively impacted equity
markets, they may still have a role to play
in investor sentiment over the remainder
of the calendar year.
While conscious of the prevailing
environment our research effort remains
focused on the fundamentals of the
companies. We believe the portfolio
remains invested in quality companies
forecast to deliver an appropriate mix of
income and growth even in challenging
conditions, positioning us well to deliver
on our long term investment objectives.
Directorship Matters
Mr John Paterson, the Chairman of the
Company, and Ms Catherine Walter AM,
Non-Executive Director retired at the
conclusion of the 2023 Annual General
Meeting held on 3 October 2023.
Mr Paterson was a Director since 2005,
and prior to that served as an Alternate
Director from April 1987 to June 2005,
and Chairman since October 2018.
Mr Paterson was also Chairman of the
Investment Committee and a member
of the Remuneration, Nomination and
Audit Committees. He was also a
Non-Executive Director of the Company’s
subsidiary, Australian Investment
Company Services Limited (AICS).
Ms Walter was a Director since 2002
and was Chairman of the Nomination
Committee and a member of the
Remuneration, Investment and
Audit Committees.
The Board wishes to record its deep
thanks to both Mr Paterson and Ms
Walter for their invaluable contribution
to Board deliberations over their tenure.
Their extensive experience has been
of outstanding value to the Board,
executives and shareholders of Australian
Foundation Investment Company Limited.
The Board elected Mr Craig Drummond
as the Chairman with effect from the
conclusion of the Annual General Meeting
on 3 October 2023. Mr Drummond has
been a Director of the Company since
July 2021 and sits on the Investment and
Nomination Committees. Mr Drummond
is also Non-Executive Chairman of AICS.
He is Chairman of Transurban Ltd,
the President of the Geelong Football
Club Limited and Chairman of The Ian
Potter Foundation.
Mr Drummond has had an extensive public
company executive career with National
Australia Bank as CFO and Medibank as
CEO. Prior to this he worked in financial
markets with Goldman Sachs JBWere
and Bank of America for 28 years.
Review of Operations and Activities
continued
Figure 7: Valuation of the Market – Dividend Yield of the S&P/ASX 200 Index
7.0
6.5
6.0
5.5
5.0
4.5
4.0
3.5
3.0
2.5
2.0
Per cent
Average 4.1%
Jun 04Jun 05Jun 06Jun 07Jun 08Jun 09Jun 10Jun 11Jun 12Jun 13Jun 14Jun 15Jun 16Jun 17Jun 18Jun 19Jun 20Jun 21Jun 22Jun 23Jun 24
Source: FactSet
Figure 6: Valuation of the Market – Price to Earnings of the S&P/ASX 200 Index
20
18
16
14
12
10
8
Times
Average 14.6
Jun 04Jun 05Jun 06Jun 07Jun 08Jun 09Jun 10Jun 11Jun 12Jun 13Jun 14Jun 15Jun 16Jun 17Jun 18Jun 19Jun 20Jun 21Jun 22Jun 23Jun 24
Source: FactSet
10
Australian Foundation Investment Company Limited
Annual Report 2024
Ms Katie Hudson was appointed as a
Non-Executive Director of the Company
on 1 January 2024.
Ms Hudson is a portfolio manager for
Yarra Capital Management focused on
the small and mid cap universe and,
in addition, serves as Yarra Capital’s
Head of Australian Equities Research.
Ms Hudson has more than 20 years
of experience in investment markets,
including roles as an equities research
analyst and portfolio manager. Prior
to transitioning to Yarra Capital
Management, Ms Hudson was a portfolio
manager and managing director at
Goldman Sachs Asset Management
and has previously worked as an equities
analyst and partner at JBWere. Prior to
this she spent seven years at PwC where
she was a senior manager primarily
focused on mergers and acquisitions
advisory and transaction support.
Mr Richard Murray was appointed as a
Non-Executive Director of the Company
on 22 January 2024.
He was appointed CEO of Total Tools
Holdings at the end of January 2024.
Prior to this, his most recent executive
role was as CEO and Executive Director
of Premier Investments, a major ASX-
listed owner of retail brands such as
Smiggle, Just Jeans, Peter Alexander,
Dotti and Portmans.
Before his role at Premier Investments,
Mr Murray was the Group Chief Executive
Officer and Executive Director of JB Hi-Fi,
the major electronic and white-goods
retailer. He had an 18-year career at
JB Hi-Fi, initially as Chief Financial Officer,
taking the business through the IPO
process. Prior to that he had roles
for 10 years in the Corporate Finance
and Assurance and Advisory practices
at Deloitte.
We are delighted to welcome both
Ms Hudson and Mr Murray to the Board.
Ms Hudson’s broad knowledge across
various sectors and her depth
of experience in investment markets
and Australian equities, in addition to
Mr Murray’s detailed knowledge of retail
and fast-moving consumer goods sectors
and financial experience will complement
the Board’s existing mix of skills.
11
Australian Foundation Investment Company Limited
Annual Report 2024
Includes investments held in both the investment and trading portfolios.
Value at Closing Prices at 28 June 2024
Total Value
$ Million
% of the
Portfolio
1Commonwealth Bank of Australia980.610.1
2BHP 787.58.1
3CSL 756.97.8
4Macquarie Group 458.44.7
5National Australia Bank446.94.6
6Wesfarmers442.14.6
7Westpac Banking Corporation395.94.1
8Goodman Group 352.93.6
9Transurban Group337.73.5
10Woodside Energy Group 230.32.4
11ANZ Group Holdings 228.72.4
12Telstra Group227.42.3
13Woolworths Group225.32.3
14Rio Tinto221.62.3
15James Hardie Industries 216.52.2
16CAR Group*200.42.1
17Coles Group 165.61.7
18ResMed155.01.6
19Reece149.51.5
20Mainfreight148.91.5
21Amcor 143.21.5
22ARB Corporation137.01.4
23Xero 113.91.2
24REA Group113.51.2
25Cochlear111.01.1
Total7,746.6
As percentage of total portfolio value (excludes cash)79.8%
* Indicates that options were outstanding against part of the holding.
Top 25 Investments
At 30 June 2024
12
Annual Report 2024
Australian Foundation Investment Company Limited
Company Position
Capital Changes
The following changes occurred to the
Company’ share capital during the year:
• Under the Company’s Dividend Substitution
Share Plan, 920,405 new shares were
issued at nil cost in September 2023 and
728,724 new shares were issued at nil
cost in February 2024.
• Under the Company’s Dividend
Reinvestment Plan, 5,280,425 new
shares were issued at a price of $7.03
in September 2023 and 4,292,040 new
shares were issued at a price of $7.39
in February 2024.
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 $68.7 million to
$3.2 billion. At the close of the year the
Company had 1,252 million shares on issue.
Dividends
Directors have declared a fully franked final
dividend of 14.5 cents per share, up from
14.0 cents last year.
The dividends paid during the year ended
30 June 2024 were as follows:
$’000
Final dividend for the year
ended 30 June 2023 of
14 cents fully franked
at 30 per cent paid
1 September 2023167,176
Interim dividend for the year
ended 30 June 2024 of
11.5 cents per share fully
franked at 30 per cent,
paid 26 February 2024137,963
305,139
Dividend Substitution
Share Plan (DSSP)
The Company has in place a Dividend
Substitution Share Plan.
This enables shareholders to elect to receive
shares in the Company instead of dividends,
forgoing any franking credit and LIC gains that
would otherwise be attached to the dividend
but deferring any tax due on the receipt of such
shares (for Australian tax payers) until such
time as the shareholding is sold. Shareholders
will need to seek their own taxation advice in
determining if this plan is suitable for them.
Further details are available on the Company’s
website or by request from the Company’s
Share Registrar.
Financial Condition
The Company’s primary source of funds
consists of its shareholders’ funds. The
Company also had agreements with
Commonwealth Bank of Australia and
National Australia Bank for loan facilities
totalling $130 million (see Note D2). As at
30 June 2024, the facilities were drawn down
by $10 million. The Board takes a prudent
and conservative approach to the use of
borrowed funds. Currently, when used, they
are maintained within a limit of 10 per cent
of total assets.
Listed Investment Company
Capital Gains
Listed Investment Companies (LIC) which make
capital gains on the sale of investments held for
more than one year, are able to attach to their
dividends an LIC capital gains amount, which
some shareholders are able to use to claim a
tax deduction. This is called an ‘LIC capital gain
attributable part’. The purpose of this is to put
shareholders in Listed Investment Companies
on a similar footing with holders of managed
investment trusts with respect to capital gains
tax on the sale of underlying investments.
Tax legislation sets out the definition of a
‘Listed Investment Company’, which AFIC
satisfies. Furthermore, from time to time the
Company sells securities out of the investment
portfolio held for more than one year, which
may result in capital gains being made and
tax being paid. The Company is therefore
on occasion in a position to be able to make
available to shareholders a LIC capital gain
attributable part with our dividends.
In respect of this year’s final dividend of
14.5 cents per share for the year ended
30 June 2024, it carries with it a 6.4 cents per
share LIC capital gain attributable part (2023:
10.0 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 paying
stable to growing dividends over time and
providing attractive total returns over the
medium to long term.
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.
As an overseas listed issuer on the
New Zealand Stock Exchange (NZX) that does
not have a large presence in New Zealand,
the Company is relying on the exemption in
clause 6 of the Financial Markets Conduct
(Climate-related Disclosures for Foreign Listed
Issuers) Exemption Notice 2024 in respect
of the accounting period from 1 July 2023
to 30 June 2024. The effect of relying on the
exemption is that for the accounting period
ended 30 June 2024, the Company is not
required to comply with climate reporting
(including producing climate statements),
assurance and record-keeping requirements
imposed under part 7A of the Financial Market
Conduct Act 2013. Whilst the Company does
not currently produce climate statements, any
future disclosures, including the proposed
Australian mandatory climate-related financial
disclosures, will be able to be accessed on
the Company’s website. This information is
provided for the purposes of clause 7(1)(c)
of the Financial Markets Conduct (Climate-
related Disclosures for Foreign Listed Issuers)
Exemption Notice 2024.
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 2024 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 2024
Board Members
Member of the Investment,
Remuneration 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. Ms Dee-Bradbury
was formerly a Non-
Executive Director of Bapcor
Limited (September 2023 to
December 2023), Grain Corp
Limited and Tower Limited
(NZ), and a former member
of the Federal Government’s
Asian Century Strategic
Advisory Board.
Member of the Investment
and Nomination Committees.
Managing Director of the
Company’s subsidiary,
Australian Investment
Company Services Limited.
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.
Rebecca Dee-Bradbury
–
Independent Non-Executive
Director
BBus, GAICD
Mark Freeman
–
Managing Director and
Chief Executive Officer
BE, MBA, Grad Dip App Fin
(Sec Inst), AMP (INSEAD)
Chairman of the Audit
Committee and member
of the Investment and
Nomination Committees.
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,
Ms Fahey 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. Julie was also a
member of the KPMG National
Executive Committee.
Ms Fahey is a Non-Executive
Director of IRESS Limited
and Datacom, and a member
of the Australian Red Cross
LifeBlood board. She was
formerly a Non-Executive
Director of Seek Limited,
Vocus, Partnerslife and Cenitex
and formerly a member of the
Latrobe University Council.
Julie Fahey
–
Independent Non-Executive
Director
BAS
Non-Executive Chairman of
the Company’s subsidiary,
Australian Investment
Company Services Limited
(AICS). Chairman of the
Investment and Nomination
Committees. Member of
the Remuneration and
Audit Committees.
Mr Drummond was appointed
to the Board in July 2021.
He is the President of the
Geelong Football Club Limited,
Chairman of Transurban Co
Ltd and Chairman of The Ian
Potter Foundation.
Mr Drummond was formerly
a member of the Federal
Government’s Financial
Regulator Assessment
Authority, Chief Executive
Officer of Medibank Private
Ltd, 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
he was Chief Executive Officer
and Executive Chairman of
Goldman Sachs JBWere.
Craig Drummond
–
Chairman and Independent
Non-Executive Director
BCom (Melb), SF FIN, FCA
14
Annual Report 2024
Australian Foundation Investment Company Limited
Chairman of the Remuneration
Committee and member
of the Investment and
Nomination Committees.
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 Life 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.
Member of the Audit and
Nomination Committees.
Ms Hudson was appointed
to the Board in January 2024.
She is a portfolio manager
for Yarra Capital Management
focused on the small and
mid cap universe and, in
addition, serves as Yarra
Capital’s Head of Australian
Equities Research.
Ms Hudson has more than
20 years of experience in
investment markets, including
roles as an equities research
analyst and portfolio manager.
Prior to transitioning to Yarra
Capital Management, she
was a portfolio manager and
managing director at Goldman
Sachs Asset Management,
and has previously worked
as an equities analyst and
partner at JBWere. Prior to
this she spent seven years
at PwC, where she was a
senior manager primarily
focused on mergers and
acquisitions advisory and
transaction support.
Ms Hudson is currently a
Director of Yarra Capital
Management and the
Hawthorn Football Club.
Member of the Nomination
Committee.
Mr Murray was appointed to
the Board in January 2024.
He has recently been
appointed as CEO of Total
Tools Holdings, commencing
at the end of January 2024.
Prior to this, his most recent
executive role was as CEO and
Executive Director of Premier
Investments, a major ASX-listed
owner of retail brands such
as Smiggle, Just Jeans, Peter
Alexander, Dotti and Portmans.
Before his role at Premier
Investments, Mr Murray was
the Group Chief Executive
Officer from 2014 to 2021
and Executive Director of
JB Hi-Fi, the major electronic
and white-goods retailer.
He had an 18-year career
at JB Hi-Fi, commencing in
2003, initially as Chief Financial
Officer, taking the business
through the IPO process.
Prior to that he had roles for
10 years in the Corporate
Finance and Assurance and
Advisory practices at Deloitte.
Mr Murray holds a Bachelor
of Commerce degree from
Melbourne University, a
Graduate Diploma in Applied
Finance and Investment
and is a qualified Chartered
Accountant.
Graeme R Liebelt
–
Independent Non-Executive
Director
BEc (Hons), FAICD FTSE
Katie Hudson
–
Independent Non-Executive
Director
BCom (Melb)
Richard Murray
–
Independent Non-Executive
Director
B.Comm, Grad.Dip. Applied
Finance and Investment, FCA
Member of the Audit,
Investment and Nomination
Committees. Non-Executive
Director of the Company’s
subsidiary, Australian
Investment Company
Services Limited.
Mr Peever was appointed
to the Board in November
2013. He was Managing
Director of Rio Tinto Australia
from 2009 to 2014. He is
Chairman of Brisbane Airport
Group Pty Ltd. He chaired
the Minister of Defence’s
First Principles Review of
Defence and following the
acceptance of the review
by Government was Chair
of the Oversight Board, which
helped guide implementation
(with Defence) of the Review’s
recommendations. Mr Peever
was a Non-Executive Chairman
of Naval Group Australia, a
former member of the Foreign
Investment Review Board,
a former Chair of Cricket
Australia and a former Director
of the Stars Foundation, a not
for profit body that promotes
education of Indigenous
girls, and also a former Vice
Chairman of the Minerals
Council of Australia and a
former Director of the Business
Council of Australia.
David A Peever
–
Independent Non-Executive
Director
BEc, MSc (Mineral Economics)
15
Annual Report 2024
Australian Foundation Investment Company Limited
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 2024
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
CM Drummond 9913123
^^^
41
++
233
RM Freeman 991313–3
#
–2
#
2
/
2
RP Dee Bradbury 991313–4
#
1
++
133
JA Fahey998
+
13
#
44––2
/
2
KM Hudson* 44–5
#
1
^^
2––1
//
1
GR Liebelt 998
+
12
#
–3
#
222
/
2
RL Murray**44–2
#
––––1
//
0
J Paterson
^
2243111111
DA Peever 99131344–1
#
2
/
2
CM Walter
^
2244111111
#
Attended meetings as non-members.
* KM Hudson was appointed to the Board on 1 January 2024.
** RL Murray was appointed to the Board on 22 January 2024.
^
J Paterson and CM Walter retired from the Board at the AGM held on 3 October 2023.
+
JA Fahey and GR Liebelt were appointed to the Investment Committee on 25 October 2023.
^^
KM Hudson was appointed to the Audit Committee on 29 May 2024.
^^^
CM Drummond was appointed to the Audit Committee on 6 November 2023.
++
CM Drummond and RP Dee-Bradbury were appointed to the Remuneration Committee on 25 October 2023.
/ JA Fahey, RM Freeman, GR Liebelt and DA Peever were appointed to the Nomination Committee on 25 October 2023.
// KM Hudson and RL Murray were appointed to the Nomination Committee on 29 May 2024.
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
Annual Report 2024
Australian Foundation Investment Company Limited
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 Porter joined the Company
in January 2005. He is a
Chartered Accountant and
has had over 25 years’
experience in accounting and
financial management both
in the United Kingdom with
Andersen Consulting and
Credit Suisse First Boston,
and in Australia where he
was Regional Chief Operating
Officer for the Corporate and
Investment Banking Division
of CSFB. He is a Director of
the Auditing and Assurance
Standards Board (AUASB)
and a Director of the Anglican
Foundation. Mr Porter is a
former Chair of The Group
of 100 (G100), the peak body
for CFOs.
Mr Rowe joined the Company
in July 2016. He is a Chartered
Secretary with over 18 years
of experience in corporate
governance with a particular
focus in listed investment
companies. He was previously
a corporate governance adviser
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
B Ec, Grad Dip Finance,
MAICD
Andrew JB Porter
–
Chief Financial Officer/
Company Secretary
MA (Hons) (St And), FCA,
MAICD
Matthew J Rowe
–
Company Secretary
BA (Hons), MSc Corp Gov,
FGIA, FCG
17
Australian Foundation Investment Company Limited
Annual Report 2024
Contents
The Directors present AFIC’s 2024 Remuneration Report, which outlines key aspects of our remuneration policy and remuneration
awarded this year.
Note on Incentives
The Remuneration Committee uses a range of performance measures to inform their deliberations. Whilst the incentive plan is termed
the ‘annual’ incentive plan, the performance measures used cover one, three, five and ten years. The plan is therefore a mixture of short
and long term incentives. The Remuneration Committee looks at all of the various measures holistically to make a determination on the
progress of AFIC (and the other LICs) in meeting their defined investment goals.
Awards under the Incentive Plan are 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.
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 3 is $4.1 million.
Of this, 43 per cent (or $1.8 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).
Therefore, 57 per cent, or $2.3 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
Annual Report 2024
Australian Foundation Investment Company Limited
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 have been ‘to
provide attractive total returns over the medium to long term and to pay dividends which, over time, grow faster than the rate of
inflation’. Going forward, the Board has amended these goals to ‘provide attractive total returns over the medium to long term and
to pay a stable to growing dividend over time’. Further details on this change and the rationale behind it can be found elsewhere
in the Annual Report.
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 based on investment
returns being dependent on the most recent 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 that AICS currently or will in the future provide services to and to hold these shares for a minimum of four years.
19
Annual Report 2024
Australian Foundation Investment Company Limited
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 2024 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.
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 10
Other LIC other metrics12Table 10
Percentage of incentive determined by other LICs performance40
Total percentage of Incentive determined by AFIC/Other LIC performance80
Personal metrics20N/A
100
See Table 4 for more details on the measures used in determining the annual incentives.
Refer to Section 2.2 and Table 8 for explanations of the measures used.
Despite the Banks Index, a sector in which AFIC has an underweight position, being up 34.9 per cent for the year, AFIC’s one-year
performance on both a portfolio basis and a grossed-up basis was ahead of the ASX 200 benchmark. The five-year performance was also
above the benchmarks, whilst the longer term 10-year return, although still behind the Index, has improved year-on-year. The grossed-up
figures take into account the franking that AFIC pays on its dividend (and that the Index theoretically pays) but does not take into
account all of the tax that AFIC actually has to pay,
Furthermore, as noted last year, 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.
Remuneration Report
continued
20
Annual Report 2024
Australian Foundation Investment Company Limited
For the other LICs, AMCIL outperformed on many of its performance measures. Like AFIC, the three-year under performance reflects
the out-performance of both Banks and Resources over that time frame, sectors in which both AFIC and AMCIL are underweight.
Mirrabooka again outperformed on all of its investment targets, in several cases very strongly, 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 non-vesting of incentives during the current year because of the prior year’s underperformance, AMCIL’s MER fell
from 0.66 per cent to 0.56 per cent. Mirrabooka’s MER also fell from 0.59 per cent to 0.56 per cent, in its case primarily due to the
strength of the portfolio.
Djerriwarrh measures its performance against a modified Index to reflect the impact that option writing has on its performance, and on
that measure continued to outperform on a short term (one-year) basis and since its strategy reset in May 2020. Longer term measures,
whilst still behind the modified Index, continue to improve. The option writing enables it to meet its other stated objective which is to pay
an enhanced dividend yield, which remains comfortably above that of the ASX 200.
The MER for AFIC has increased slightly in the year from 0.14 per cent to 0.15 per cent, but still remains comfortably within the targets
that the Board has set, and which they believe still represents excellent value for shareholders, noting the additional expense being
incurred whilst the international portfolio is being trialled. This increase was forecast in last year’s Annual Report as the previous year’s
reduction was caused by a one-off write-back of expenses incurred for an executive incentive plan, which was discontinued during the
year. As a shareholder in AICS, Djerriwarrh was also impacted by this and its MER was up from 0.40 per cent to 0.42 per cent.
Earnings growth for AFIC (using a normalised earnings per share, which strips out (as in previous years) merger and de-merger
dividends et al.) has been low (1 per cent) on a five-year basis, reflecting the very strong earnings in 2018. Over a three-year basis,
the earnings growth has been 13.4 per cent, comfortably ahead of the inflation figure for that period. The interim and final dividends
were both increased.
Detailed information about the performance of each investment company is provided in Section F of the Appendix (Table 10).
Table 1: Non-investment Return Performance Measures
Performance MeasureBenchmark ResultAFIC Result
Comparison to
Benchmark
Growth in net operating result Est. CPI over 5 years: 3.9%
1.0%Unfavourable
Management expense ratio n/a*
0.15%Favourable
Outcome: Achieved Partially achieved Not achieved
Table 2: Investment Return Performance Measures
^
MeasureBenchmark ResultAFIC Result
Comparison to
Benchmark
Investment return – 1 year12.1%
14.2%Favourable
Investment return – 3 years6.4%
6.2%In line
Investment return – 5 years7.3%
8.4%Favourable
Investment return – 10 years8.1%
7.8%Unfavourable
Grossed-up return – 1 year13.5%
15.1%Favourable
Grossed-up return – 3 years7.9%
6.9%Unfavourable
Grossed-up return – 5 years8.7%
9.3%Favourable
Grossed-up return – 10 years9.6%
9.0%Unfavourable
Risk/Reward – 5 years0.46
0.51Favourable
Outcome: Achieved Partially achieved Not achieved
* See commentary above regarding MER.
^ See Table 8.
21
Annual Report 2024
Australian Foundation Investment Company Limited
1.3.3 Remuneration Outcomes
Table 3 discloses the actual remuneration outcomes received by the Company’s executives during the year. Prior year comparatives
are different to the statutory remuneration expense disclosed in Table 5 due to the operation in prior years of a separate Long Term
Incentive Plan. There is no difference in total remuneration for the current year. Due to the merger of the Incentive Plans, Table 5 will
be discontinued next year.
Table 3: Actual Executive Remuneration Outcomes
Total
FAR
$
Annual
Incentive
$
Prior
Years’ LTI
Received*
$
Total
Remune-
ration^
$
Total
Borne
by AFIC
$
Total
Borne
by Other
LICs
$
Incentive
Forfeited
$
LTI
Forfeited
$
Mark Freeman – Managing Director
2024941,000771,714n/a1,712,714946,458766,256(169,286)n/a
2023913,400598,277239,7281,751,4051,067,214684,191(315,123)(9,798)
Andrew Porter – Chief Financial Officer
2024760,000309,738n/a1,069,738616,626453,112(70,262)n/a
2023731,000236,844140,5811,108,425696,726411,699(128,656)(6,164)
Geoff Driver – General Manager –
Business Development and Investor Relations
2024619,000252,273n/a871,273502,226369,047(57,227)n/a
2023601,000194,424115,839911,263572,893338,370(106,076)(5,078)
Matthew Rowe – Company Secretary
2024344,467140,387n/a484,854279,483205,371(31,846)n/a
2023325,000105,30053,153483,453300,413183,040(57,200)(2,330)
^ 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 7.
The differences between the amounts disclosed in Table 3 and the amounts in Table 5 are as follows:
* Prior year’s LTI received in Table 3 shows the value of performance shares that vested during the year, measured at the closing price on the day that
they were received.
Information about Non-Executive Director remuneration is provided in Section 5 Non-Executive Director remuneration.
Remuneration Report
continued
22
Annual Report 2024
Australian Foundation Investment Company Limited
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 4 below outlines the key terms and conditions of the Incentive Plan.
Table 4: Annual Incentives – Key Terms and Conditions
MDOther Execs
Targeted per cent 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 measures• Company performance (20 per cent); investment performance (60 per cent); personal objectives
(20 per cent).
• See Table 8 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 2024
See Tables 1 and 2 for AFIC. Mirrabooka outperformed, Djerriwarrh outperformed on a one-year
measure and on yield and AMCIL outperformed on most measures.
Outcomes for 2024
(see Table 9 for details)
82 per centAverage 81.5 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 2024 please refer to Section B
Annual Incentives: Details of Outcomes and Conditions in the Appendix.
23
Annual Report 2024
Australian Foundation Investment Company Limited
3. Executive Remuneration Expense
This section discloses the remuneration expense that will be recognised for each executive (Table 5). The prior year amounts are
different to the remuneration outcomes disclosed in Table 3 as noted in that table.
Table 5: Remuneration Expense
Short Term
Post-
employment
%
Fixed/
Performance
Related
Base Salary
$
Super-
annuation
$
Total Fixed
Remuneration
$
Incentives
$
Total
Remuneration
$
Mark Freeman – Managing Director
2024913,50027,500941,000771,7141,712,71455%/45%
2023885,90027,500913,400598,2771,511,67760%/40%
Andrew Porter – Chief Financial Officer
2024732,50027,500760,000309,7381,069,73871%/29%
2023703,50027,500731,000236,844967,84476%/24%
Geoff Driver – General Manager –
Business Development and Investor Relations
2024591,50027,500619,000252,273871,27371%/29%
2023573,50027,500601,000194,424795,42476%/24%
Matthew Rowe – Company Secretary
2024316,96727,500344,467140,387484,85471%/29%
2023297,50027,500325,000105,300430,30076%/24%
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.
On appointment, the Company enters into a deed of access and indemnity with each NED. There are no termination payments due
at the cessation of office, and any Director may retire or resign from the Board, or be removed by a resolution of shareholders.
The amounts paid to each NED, and the figures for the corresponding period, are set out in Table 6.
Remuneration Report
continued
24
Annual Report 2024
Australian Foundation Investment Company Limited
Table 6: Non-Executive Director Remuneration
Primary
(Fee/Base)
$
Post-
employment
(Superannuation)
$
Total
Remuneration
$
CM Drummond – Chairman (appointed Chairman 3 October 2023)
2024167,90518,470186,375
202393,2139,787103,000
J Paterson – Chairman (retired 3 October 2023)
202449,5375,44954,986
2023201,1064,894206,000
RP Dee-Bradbury – Non-Executive Director
202495,94610,554106,500
2023100,5532,447103,000
JA Fahey – Non-Executive Director
202495,94610,554106,500
202393,2139,787103,000
KM Hudson – Non-Executive Director (appointed 1 January 2024)
202447,9735,27753,250
GR Liebelt – Non-Executive Director
2024103,8612,639106,500
2023103,000–103,000
RL Murray – Non-Executive Director (appointed 22 January 2024)
202442,4384,66847,106
DA Peever – Non-Executive Director
202495,94610,554106,500
202393,2139,787103,000
CM Walter AM – Non-Executive Director (retired 3 October 2023)
202424,7692,72527,494
202393,2139,787103,000
PJ Williams – Non-Executive Director (retired 4 October 2022)
202324,3172,55326,870
Total remuneration of Non-Executive Directors
2024724,32170,890795,211
2023801,82849,042850,870
Amounts Paid on Retirement
The sum of $42,385 was paid to Mrs CM Walter AM on her retirement in October 2023. This amount was expensed in prior years
as the retirement allowances accrued. Directors are no longer entitled to retirement allowances.
25
Annual Report 2024
Australian Foundation Investment Company Limited
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), CM Drummond and RP Dee-Bradbury) 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 have previously been engaged to provide remuneration advice. Ernst & Young were not engaged during the year ended
30 June 2024 for remuneration advice (2023: $nil), and during the year the Group paid $356,983 to Ernst & Young for other professional
advice received, which included acting as the internal auditor for AICS and general taxation and accountancy advice (2023: $199,485)
(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 7 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 8 sets out the detailed terms
and conditions of the annual incentives. For a high-level summary, see Section 2.2 and Table 5.
Table 7: Annual Incentive Outcomes
Executive
% of
Target Paid
$
Paid
% of Target
Forfeited
$
Forfeited
Mark Freeman82.0%$771,71418.0%$169,286
Andrew Porter81.5%$309,73818.5%$70,262
Geoff Driver81.5%$252,27318.5%$57,227
Matthew Rowe81.5%$140,38718.5%$31,846
Remuneration Report
continued
26
Annual Report 2024
Australian Foundation Investment Company Limited
Table 8: 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 dividend
objectives. 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 ten years, relative to
the S&P/ASX 200 Accumulation Index
(Combined 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 ten years.
This return is compared to the S&P/ASX
200 Accumulation Index grossed up for
franking credits (Combined 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 Company’s investment
return objectives.
• 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 out performance
on non-financial metrics. These metrics
can be important determinants of business
success in the medium term. The Managing
Director reviews the performance of
each executive with the Remuneration
Committee, and the Remuneration
Committee alone determines how the
Managing Director is performing against
these objectives.
50 per cent is awarded based on the
individual’s capability and improvement
and 50 per cent on alignment with the
Company’s values and culture.
27
Annual Report 2024
Australian Foundation Investment Company Limited
C. Directors and Executives: Equity Holdings and Other Transactions
Table 9 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 9: Shareholdings of Directors and Executives
Opening
Balance
Changes
During Year
Closing
Balance
CM Drummond63,7212,28066,001
J Paterson615,332–n/a
RM Freeman183,5806,568190,148
RP Dee-Bradbury15,15930215,461
JA Fahey1,2604,1645,424
KM Hudsonn/a––
GR Liebelt527,708135,921663,629
RL Murrayn/a7,0018,313
DA Peever34,7141,24235,956
CM Walter390,6997,780n/a
GN Driver159,1253,172162,297
MJ Rowe13,60748514,092
AJB Porter195,5784,197199,775
Other Arrangements With Non-Executive Directors
Non-Executive Director Craig Drummond and former Non-Executive Directors John Paterson and Catherine Walter rented office space
and, for John Paterson, a parking space from the Group at commercial rates during the year. Sub-lease rental income (included in
revenue) received or receivable, including GST, by the Group during the year was:
Rental Income
Received/Receivable
$
CM Drummond11,067
J Paterson4,388
CM Walter2,980
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 10 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
Annual Report 2024
Australian Foundation Investment Company Limited
Table 10: Detailed Performance Measures for AFIC and the Other Investment Companies
Year Ending 30 June
10-year
Return
5-year
Return
3-year
Return 20232022202120202024
Comparative Returns
S&P/ASX 200 Accumulation Return8.06%7.26%6.37%12.10%14.78%-6.47%27.80%-7.7%
Modified S&P/ASX 200 Accumulation*7.89%7.26%6.37%10.72%12.59%-6.47%21.71%–
Gross S&P/ASX 200 Accumulation Return9.58%8.66%7.90%13.52%16.64%-5.12%29.12%-6.6%
Modified Gross S&P/ASX 200
Accumulation Return*8.96%8.31%7.78%11.71%13.90%-5.12%22.64%–
Combined Mid Cap 50 and Small Ordinaries
Accumulation Return
^
8.82%6.58%1.65%7.95%13.21%-14.06%34.42%-2.6%
Gross Combined Mid Cap 50 and Small
Ordinaries Accumulation Return
^
9.73%7.34%2.39%8.71%14.19%-13.52%35.22%-1.9%
Yield on ASX 200 grossed up for franking creditsn/an/an/a4.7%5.6%5.1%2.9%5.8%
Australian Foundation Investment Company Limited
Mercer risk/rewardn/a24th/105n/an/an/an/an/an/a
Growth in earnings per sharen/a1.0%13.4%-5.2%7.7%42.9%-18.0%-34.5%
Management expense ration/an/an/a0.15%0.14%0.16%0.14%0.13%
Gross return8.96%9.33%6.93%15.12%13.91%-6.78%31.92%-3.1%
Investment return7.81%8.40%6.18%14.21%12.81%-7.08%30.28%-4.1%
Djerriwarrh Investments Limited
Growth in net operating result per sharen/an/a12.7%1.3%5.8%30.9%-4.5%-26.0%
Management expense ration/an/an/a0.42%0.40%0.45%0.45%0.45%
Gross return7.27%6.83%6.64%13.59%14.20%-6.51%29.58%-11.5%
Investment Return5.93%6.23%6.09%12.08%13.60%-6.21%25.83%-10.0%
Gross yield on NTA at end of June n/an/an/a6.5%6.8%6.5%4.7%5.6%
Mirrabooka Investments Limited
Management expense ration/an/an/a0.56%0.59%0.46%0.50%0.63%
Gross return11.56%12.10%3.09%17.40%17.91%-20.87%50.92%7.1%
Investment return11.24%12.36%3.98%17.61%18.08%-19.04%49.80%6.3%
AMCIL Limited
Management expense ration/an/an/a0.56%0.66%0.52%0.56%0.66%
Gross return9.61%10.69%5.42%20.50%13.46%-14.31%31.76%7.6%
Investment return9.56%11.21%5.69%19.90%12.42%-12.40%34.36%7.2%
* Used for Djerriwarrh Investments Limited.
^ Used for Mirrabooka Investments Limited.
29
Annual Report 2024
Australian Foundation Investment Company Limited
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.
Craig M Drummond
Chairman
29 July 2024
Non-audit Services
30
Annual Report 2024
Australian Foundation Investment Company Limited
Auditor’s Independence Declaration
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
Auditor’s Independence Declaration
As lead auditor for the audit of Australian Foundation Investment Company Limited for the year ended
30 June 2024, I declare that to the best of my knowledge and belief, there have been:
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Australian Foundation Investment Company Limited and the entity it
controlled during the period.
Kate L Lo
gan Melbourne
Partner
PricewaterhouseCoopers
29 July 2024
31
Annual Report 2024
Australian Foundation Investment Company Limited
FINANCIAL STATEMENTS
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
CONSOLIDATED
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
54 F9. Lease Commitments
55 F10. Parent Entity Financial
Information
32
Annual Report 2024
Australian Foundation Investment Company Limited
Note
2024
$’000
2023
$’000
Dividends and distributionsA3321,836334,740
Interest income from depositsA36,9633,714
Other revenueA35,5555,553
Total revenue334,354344,007
Net gains on trading portfolioA34,9016,000
Income from operating activities 339,255350,007
Finance costs(1,405)(1,265)
Administration expensesB1(18,915)(17,987)
Profit before income tax expense 318,935330,755
Income tax expenseB2, E2(22,522)(20,544)
Profit for the year296,413310,211
Profit is attributable to:
Equity holders of Australian Foundation Investment Company Ltd296,174309,763
Minority interest239448
296,413310,211
CentsCents
Basic earnings per shareA523.7525.06
This Income Statement should be read in conjunction with the accompanying notes.
Consolidated Income Statement
For the Year Ended 30 June 2024
33
Annual Report 2024
Australian Foundation Investment Company Limited
Consolidated Statement of Comprehensive Income
For the Year Ended 30 June 2024
Year to 30 June 2024Year to 30 June 2023
Revenue
1
$’000
Capital
1
$’000
Total
$’000
Revenue
1
$’000
Capital
1
$’000
Total
$’000
Profit for the year296,413–296,413310,211–310,211
Other comprehensive income
Items that will not be recycled through
the Income Statement
Gains/(losses) for the period –923,692923,692–697,758697,758
Tax on above–(279,803)(279,803)–(210,319)(210,319)
Total other comprehensive income–643,889643,889–487,439487,439
Total comprehensive income 296,413643,889940,302310,211487,439797,650
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 2024Year to 30 June 2023
Revenue
$’000
Capital
$’000
Total
$’000
Revenue
$’000
Capital
$’000
Total
$’000
Equity holders of Australian
Foundation Investment Company 296,174643,889940,063309,763487,439797,202
Minority interests239–239448–448
296,413643,889940,302310,211487,439797,650
This Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
34
Annual Report 2024
Australian Foundation Investment Company Limited
Consolidated Balance Sheet
As at 30 June 2024
Note
2024
$’000
2023
$’000
Current assets
Cash D1166,499165,385
Receivables42,42544,709
Trading portfolio5,3873,837
Total current assets214,311213,931
Non-current assets
Investment portfolioA29,703,5588,749,226
Total non-current assets9,703,5588,749,226
Total assets9,917,8698,963,157
Current liabilities
Payables1,2561,268
Borrowings – bank debt10,00010,000
Tax payable34,10532,156
Provisions6,0146,057
Total current liabilities51,37549,481
Non-current liabilities
Provisions15490
Deferred tax liabilities – other1,237830
Deferred tax liabilities – investment portfolioB21,603,7161,355,200
Total non-current liabilities1,605,1071,356,120
Total liabilities1,656,4821,405,601
Net assets8,261,3877,557,556
Shareholders’ equity
Share capitalA1, D63,204,9503,136,282
Revaluation reserveA1, D33,449,2802,926,191
Realised capital gains reserveA1, D4546,953509,741
General reserveA123,63723,637
Retained profitsA1, D51,034,794960,171
Parent entity interest8,259,6147,556,022
Minority interest1,7731,534
Total equity8,261,3877,557,556
This Balance Sheet should be read in conjunction with the accompanying notes.
35
Annual Report 2024
Australian Foundation Investment Company Limited
Year Ended 30 June 2024Note
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 year3,136,2822,926,191509,74123,637960,1717,556,0221,5347,557,556
Dividends paid to shareholdersA4––(83,588)–(221,551)(305,139)–(305,139)
– Dividend Reinvestment PlanD668,840––––68,840–68,840
Other share capital adjustments(172)––––(172)–(172)
Total transactions with shareholders68,668–(83,588)–(221,551)(236,471)–(236,471)
Profit for the year––
––296,174296,174239296,413
Other comprehensive income (net of tax)
Net gains for the period–643,889
–––643,889–643,889
Other comprehensive income for the year–643,889–––643,889–643,889
Transfer to realised capital gains of cumulative gains on investments sold–(120,800)120,800–––––
Total equity at the end of the year3,204,9503,449,280546,95323,6371,034,7948,259,6141,7738,261,387
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––––309,763 309,763448310,211
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
This Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2024
36
Annual Report 2024
Australian Foundation Investment Company Limited
Year Ended 30 June 2024Note
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 year3,136,2822,926,191509,74123,637960,1717,556,0221,5347,557,556
Dividends paid to shareholdersA4––(83,588)–(221,551)(305,139)–(305,139)
– Dividend Reinvestment PlanD668,840––––68,840–68,840
Other share capital adjustments(172)––––(172)–(172)
Total transactions with shareholders68,668–(83,588)–(221,551)(236,471)–(236,471)
Profit for the year––
––296,174296,174239296,413
Other comprehensive income (net of tax)
Net gains for the period–643,889
–––643,889–643,889
Other comprehensive income for the year–643,889–––643,889–643,889
Transfer to realised capital gains of cumulative gains on investments sold–(120,800)120,800–––––
Total equity at the end of the year3,204,9503,449,280546,95323,6371,034,7948,259,6141,7738,261,387
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––––309,763 309,763448310,211
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
This Statement of Changes in Equity should be read in conjunction with the accompanying notes.
37
Annual Report 2024
Australian Foundation Investment Company Limited
Note
2024
$’000
Inflows/
(Outflows)
2023
$’000
Inflows/
(Outflow)
Cash flows from operating activities
Sales from trading portfolio 13,34620,042
Purchases for trading portfolio (9,995)(5,178)
Interest received6,9633,714
Dividends and distributions received319,169320,485
329,483339,063
Other revenue5,7585,877
Administration expenses(19,316)(18,909)
Finance costs paid(1,405)(1,265)
Taxes paid(25,172)(7,083)
Net cash inflow/(outflow) from operating activitiesE1289,348317,683
Cash flows from investing activities
Sales from investment portfolio489,873491,219
Purchases for investment portfolio (517,291)(490,993)
Taxes paid on sales from investment portfolio(24,571)(66,560)
Net cash inflow/(outflow) from investing activities(51,989)(66,334)
Cash flows from financing activities
Share issue transaction costs(172)(149)
Dividends paid(236,073)(230,434)
Net cash inflow/(outflow) from financing activities(236,245)(230,583)
Net increase/(decrease) in cash held1,11420,766
Cash at the beginning of the year165,385144,619
Cash at the end of the yearD1166,499165,385
For the purpose of the Cash Flow Statement, ‘cash’ includes cash and deposits held at call.
This Cash Flow Statement should be read in conjunction with the accompanying notes.
Consolidated Cash Flow Statement
For the Year Ended 30 June 2024
38
Annual Report 2024
Australian Foundation Investment Company Limited
A. Understanding AFIC’s Financial Performance
A1. How AFIC Manages its Capital
AFIC’s objective is to provide shareholders with stable to growing dividends over time and attractive total returns over the medium
to long term.
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:
2024
$’000
2023
$’000
Share capital3,204,9503,136,282
Revaluation reserve3,449,2802,926,191
Realised capital gains reserve546,953509,741
General reserve23,63723,637
Retained profits1,034,794960,171
8,259,6147,556,022
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:
2024
$’000
2023
$’000
Equity instruments (excluding below) 8,539,6617,834,313
Equity instruments (over which options may be written)1,019,386799,527
Equity instruments (listed on non-Australian/NZ Exchanges)144,511115,386
9,703,5588,749,226
How investments are Shown in the Financial Statements
The accounting standards set out the following hierarchy for fair value measurement:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices, which can be observed either directly (as prices) or indirectly (derived from prices).
Level 3: Inputs for the asset or liabilities that are not based on observable market data.
All financial instruments held by AFIC are classified as Level 1 (other than the options sold by the Company which are Level 2).
Their fair values are initially measured at the costs of acquisition and then remeasured based on quoted market prices at the end
of the reporting period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
39
Annual Report 2024
Australian Foundation Investment Company Limited
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 2024
and 30 June 2023 were as follows:
30 June 2024
$
30 June 2023
$
Net tangible asset backing per share
Before tax7.887.19
After tax6.606.09
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 $486.6 million (2023: $538.7 million) of equity securities were sold. The cumulative gain on the sale of securities
was $120.8 million for the period after tax (2023: $117.7 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 2024 is set out below.
Dividends and Distributions
2024
$’000
2023
$’000
Income from securities held in investment portfolio at 30 June316,100328,188
Income from investment securities sold during the year5,7366,552
Income from securities held in trading portfolio at 30 June––
Income from trading securities sold during the year––
321,836334,740
Interest income
Revenue from deposits and cash management trusts6,9633,714
Other revenue
Administration fees5,5255,553
Other income 30–
5,5555,553
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
Annual Report 2024
Australian Foundation Investment Company Limited
Trading Income
Net gains on the trading portfolio are set out below.
Net Gains
2024
$’000
2023
$’000
Net realised gains/(losses) from trading portfolio – shares/securities(77)48
– options4,1194,542
Unrealised gains/(losses) from trading portfolio – shares/securities9371,010
– options(78)400
4,9016,000
$170.1 million of shares are lodged with the ASX Clear Pty Ltd as collateral for sold option positions written by the Group
(2023: $145.3 million). These shares are lodged with ASX Clear under the terms of ASX Clear Pty Ltd, which require participants in
the Exchange Traded Option market to lodge collateral, and are recorded as part of the Group’s investment portfolio. If all call options
were exercised, this would lead to the sale of $34.5 million worth of securities at an agreed price – the ‘exposure’ (2023: $155.8 million).
A4. Dividends Paid
The dividends paid and payable for the year ended 30 June 2024 are shown below:
2024
$’000
2023
$’000
(a) Dividends Paid During the Year
Final dividend for the year ended 30 June 2023 of 14 cents fully franked at 30 per cent
paid 1 September 2023 (2023: 14 cents fully franked at 30 per cent paid on 30 August 2022)167,176165,866
Interim dividend for the year ended 30 June 2024 of 11.5 cents per share fully franked
at 30 per cent paid 26 February 2024 (2023: 11 cents fully franked at 30 per cent paid
24 February 2023)137,963130,836
305,139296,702
Dividends paid or payable in cash236,299230,434
Dividends reinvested in shares68,84066,268
305,139296,702
Dividends forgone via DSSP11,85611,400
(b) Franking Credits
Opening balance of franking account at 1 July248,712197,933
Franking credits on dividends received101,489109,312
Tax paid during the year49,42873,512
Franking credits paid on ordinary dividends paid(130,774)(127,158)
Franking credits deducted on DSSP shares issued(5,084)(4,887)
Closing balance of franking account263,771248,712
Adjustments for tax payable in respect of the current year’s profits and the receipt
of dividends recognised as receivables42,48841,364
Adjusted closing balance306,259290,076
Impact on the franking account of dividends declared but not recognised as a liability
at the end of the financial year: (77,776)(74,421)
Net available228,483215,655
These franking account balances would allow AFIC to frank additional dividend payments
up to an amount of:533,127503,195
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
Annual Report 2024
Australian Foundation Investment Company Limited
2024
$’000
2023
$’000
(c) New Zealand Imputation Account
(Figures in A$ at year-end exchange rate: 2024: $NZ$1.097:$A1; 2023: $NZ1.085: $A1)
Opening balance10,32518,898
Imputation credits on dividends received8,6196,970
Imputation credits on dividends paid–(15,429)
Closing balance18,94410,439
A NZ imputation credit on NZ 4.0 cents of the dividend will be attached to the final dividend
to be paid on 30 August 2024. There was 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 14.5 cents per share fully
franked at 30 per cent. The aggregate amount of the final dividend for the year to 30 June 2024
to be paid on 30 August 2024, but not recognised as a liability at the end of the financial year is:181,478
(e) Listed Investment Company Capital Gain Account
Balance of the Listed Investment Company (LIC) capital gain account at 1 July:92,813158,619
Capital gains (including LIC gains received from dividends)55,42552,670
LIC gains paid as part of dividend(83,588)(118,476)
Balance at 30 June64,65092,813
This equates to an attributable gain of: 92,357132,590
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. $80.5 million attributable gain is attached to the final
dividend to be paid on 30 August 2024.
A5. Earnings Per Share
The table below shows the earnings per share based on the profit for the year:
Basic Earnings Per Share
2024
Number
2023
Number
Weighted average number of ordinary shares used as the denominator1,247,196,8311,236,299,822
$’000$’000
Profit for the year 296,174309,763
CentsCents
Basic earnings per share23.7525.06
Notes to the Consolidated Financial Statements
continued
42
Annual Report 2024
Australian Foundation Investment Company Limited
B. Costs, Tax and Risk
B1. Management Costs
The total management expenses for the period are as follows:
2024
$’000
2023
$’000
Rental expense relating to non-cancellable leases (702)(648)
Employee benefit expenses (12,390)(11,093)
Depreciation charge––
Other administration expenses(5,823)(6,246)
(18,915)(17,987)
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
$
Total
$
2024
Non-Executive Directors 724,32170,890795,211
Executives4,028,579110,0004,138,579
Total4,752,900180,8904,933,790
2023
Non-Executive Directors801,82849,042850,870
Executives3,595,245110,0003,705,245
Total4,397,073159,0424,556,115
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
Annual Report 2024
Australian Foundation Investment Company Limited
Tax Expense
The income tax expense for the period is shown below:
(a) Reconciliation of Income Tax Expense to Prima Facie Tax Payable
2024
$’000
2023
$’000
Profit before income tax expense 318,935330,755
Tax at the Australian tax rate of 30 per cent (2023: 30 per cent)95,68199,226
Tax offset for franked dividends received(71,058)(76,518)
Sundry items whose tax treatment differs from accounting treatment619(665)
25,24222,043
Over provision in prior years(2,720)(1,499)
Total tax expense22,52220,544
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.
2024
$’000
2023
$’000
Deferred tax liabilities on unrealised gains in the investment portfolio1,603,7161,355,200
Opening balance at 1 July1,355,2001,169,452
Tax on realised gains(31,287)(24,571)
Charged to OCI for ordinary securities on gains or losses for the period279,803210,319
1,603,7161,355,200
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 $339.6 million and $679.2 million respectively, at a tax rate of 30 per cent
(2023: $306.2 million and $612.4 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
Annual Report 2024
Australian Foundation Investment Company Limited
AFIC’s total investment exposure by sector is as below:
2024
%
2023
%
Energy3.773.41
Materials14.2815.46
Industrials10.7512.58
Consumer Discretionary7.957.41
Consumer Staples 4.085.42
Banks 20.8118.42
Other Financials 9.239.00
Real Estate5.013.44
Telecommunications6.516.25
Healthcare13.1714.00
Information Technology2.722.73
Utilities0.030.03
Cash1.691.85
Securities representing over 5 per cent of the investment portfolio at 30 June were
Commonwealth Bank10.18.9
BHP8.19.1
CSL7.87.7
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 (1.5 per cent) part of the total portfolio (2023: 1.3 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
major commercial banks. In the unlikely event of a bank default, 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 2024,
no such investments are held (2023: 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
Annual Report 2024
Australian Foundation Investment Company Limited
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 2024
Less Than
6 Months
$’000
6 –12 Months
$’000
Greater
Than 1 year
$’000
Total
Contractual
Cash Flows
$’000
Carrying
Amount
$’000
Non-derivatives
Payables1,256––1,2561,256
Borrowings10,000––10,00010,000
11,256––11,25611,256
Derivatives
Options in trading portfolio*–––––
–––––
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*–––––
–––––
* 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 2024 or 30 June 2023.
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
Annual Report 2024
Australian Foundation Investment Company Limited
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
2024
$’000
2023
$’000
Cash at bank 166,262755
Cash with custodian2374,359
Cash Management Trusts –160,271
166,499165,385
Cash holdings yielded an average floating interest rate of 4.30 per cent (2023: 2.97 per cent). All cash investments are held in a
transactional account, with a custodian or in an ‘at call’ deposit account with the Commonwealth Bank of Australia and Macquarie Bank.
D2. Credit Facilities
2024
$’000
2023
$’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 National Australia Bank 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 2024 the market value of the securities pledged as collateral
was $15.1 million (2023: $14.6 million).
D3. Revaluation Reserve
2024
$’000
2023
$’000
Opening balance at 1 July2,926,1912,556,466
Gains/(losses) on investment portfolio
– Equity instruments923,692697,758
Provision for tax on above(279,803)(210,319)
Cumulative taxable realised (gains)/losses (net of tax)(120,800)(117,714)
3,449,2802,926,191
This reserve is used to record increments and decrements on the revaluation of the investment portfolio as described in accounting
policy Note A2.
47
Annual Report 2024
Australian Foundation Investment Company Limited
D4. Realised Capital Gains Reserve
2024
$’000
2023
$’000
Opening balance at 1 July509,741510,503
Dividends paid(83,588)(118,476)
Cumulative taxable realised gains/(losses)(net of tax)120,800117,714
546,953509,741
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
2024
$’000
2023
$’000
Opening balance at 1 July960,171828,634
Dividends paid(221,551)(178,226)
Profit for the year296,174309,763
1,034,794960,171
This reserve relates to past profits.
D6. Share Capital
Movements in Share Capital
DateDetailsNotes
Number
of Shares
’000
Issue
Price
$
Paid-up
Capital
$’000
1/07/2022Balance1,229,9063,070,163
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
1/09/2023Dividend Reinvestment Plani5,2807.0337,121
1/09/2023Dividend Substitution Share Planii9207.03n/a
26/02/2024Dividend Reinvestment Plani4,2927.3931,719
26/02/2024Dividend Substitution Share Planii7297.39n/a
VariousCosts of issue––(172)
30/06/2024Balance1,251,5703,204,950
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 (2023: nil).
All shares have been fully paid, rank pari passu and have no par value.
Notes to the Consolidated Financial Statements
continued
48
Annual Report 2024
Australian Foundation Investment Company Limited
E. Income Statement Reconciliations
E1. Reconciliation of Net Cash Flows From Operating Activities to Profit
2024
$’000
2023
$’000
Profit for the year296,413310,211
Net decrease/(increase) in trading portfolio(1,550)1,142
Dividends received as securities under DRP investments–(16)
Decrease/(increase) in current receivables2,284(8,111)
– Less increase/(decrease) in receivables for investment portfolio(3,223)3,223
Increase/(decrease) in deferred tax liabilities248,923186,075
– Less (increase)/decrease in deferred tax liability on investment portfolio(248,516)(185,748)
Increase/(decrease) in current payables(12)(27,420)
– Less (increase)/decrease in dividends payable(226)2
– Less (increase)/decrease in payables for investment portfolio–27,610
Increase/(decrease) in provision for tax payable1,949(30,411)
Capital gains tax charge taken through equity(31,287)(24,571)
Prior year taxes paid relating to capital gains24,57166,560
Increase/(decrease) in other provisions/non-cash items 22(863)
Net cash flows from operating activities289,348317,683
E2. Tax Reconciliations
Tax Expense Composition
2024
$’000
2023
$’000
Charge for tax payable relating to the current year24,83521,716
Over provision in prior years(2,720)(1,499)
Increase/(decrease) in deferred tax liabilities407327
22,52220,544
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 portfolio279,803210,319
279,803210,319
Deferred Tax Assets and Liabilities
The deferred tax balances are attributable to:
2024
$’000
2023
$’000
(a) Tax on unrealised gains or losses in the trading portfolio(362)(423)
(b) Provisions and expenses charged to the accounting profit which are not yet tax deductible1,8561,929
(c) Interest and dividend income receivable which is not assessable for tax until receipt(2,731)(2,336)
(1,237)(830)
Movements:
Opening balance at 1 July(830)(503)
Credited/(charged) to Income statement(407)(327)
(1,237)(830)
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
Annual Report 2024
Australian Foundation Investment Company Limited
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 Director C Drummond and former Non-Executive Directors J Paterson 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 $16,760 (2023: $45,369).
(b) AICS Transactions With Minority Interests
The below transactions were with Djerriwarrh Investments Ltd as a minority interest holder in the Company’s subsidiary.
2024
$’000
2023
$’000
Administration expenses charged for the year2,5662,442
At the end of June, the Company’s investment in Djerriwarrh Investments Limited, which is measured at fair value through OCI as part of
the investment portfolio, was valued at $22.1 million (2023: $21.3 million), and it received dividend income during the year of $1.1 million
(2023: $1.1 million).
(c) AICS Transactions With Other Listed Investment Companies
AICS had the following transactions with other Listed Investment Companies to which it provides services:
2024
$’000
2023
$’000
Administration expenses charged for the year to Mirrabooka Investments Ltd2,1392,058
Administration expenses charged for the year to AMCIL Ltd1,0111,216
At the end of June, the Company’s investment in Mirrabooka Investments Limited, which is measured at fair value through OCI as part of
the investment portfolio, was valued at $27.7 million (2023: $23.9 million), and it received dividend income during the year of $1.3 million
(2023: $1.0 million). The Company did not have an investment in AMCIL Ltd during the year.
F2. Remuneration of Auditors
For the year the auditor earned or will earn the following remuneration including GST:
2024
$
2023
$
PricewaterhouseCoopers
Audit services
Audit or review of financial reports 178,115176,496
Audit-related services
AFSL compliance audit and review9,5079,098
Permitted non-audit services
Review of realised CGT balances67,76063,702
Preparation and lodgement of tax returns37,47935,864
Total remuneration292,861285,160
Notes to the Consolidated Financial Statements
continued
50
Annual Report 2024
Australian Foundation Investment Company Limited
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 two investments comprising more than 10 per cent of AFIC’s income – BHP
12.4 per cent and CBA 10.6 per cent (2023: one investment: BHP (17.3 per cent)).
F4. Summary of Other Accounting Policies
This general purpose Financial Report has been prepared in accordance with Australian Accounting Standards, Interpretations issued
by the Australian Accounting Standards Board and the Corporations Act 2001. This Financial Report has been authorised for issue on
29 July 2024 in accordance with a resolution of the Board and is presented in the Australian currency. The Directors of the Company
have the power to amend and reissue the Financial Report.
AFIC has attempted to improve the transparency of its reporting by adopting ‘plain English’ where possible. Key ‘plain English’ phrases
and their equivalent AASB terminology are as follows:
PhraseAASB Terminology
Market valueFair value for actively traded securities
CashCash and cash equivalents
Share capitalContributed equity
OptionsDerivatives written over equity instruments that are valued at fair value through profit or loss
HybridsEquity instruments that have some of the characteristics of debt
AFIC complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
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 2024 (‘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
Annual Report 2024
Australian Foundation Investment Company Limited
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 2024 or 30 June 2023.
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 corporate bond rate information provided by Milliman
via the G100.
(iii) Cash Incentives
Cash incentives are provided under the 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.
(iv) Share Incentives
Share incentives are provided under the Incentive Plan and the Employee Share Acquisition Scheme.
For the Employee Share Acquisition Scheme and the 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 for the Incentive Plan is recognised on the Balance Sheet.
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.
Notes to the Consolidated Financial Statements
continued
52
Annual Report 2024
Australian Foundation Investment Company Limited
F5. Performance Bond
The Group’s subsidiary, AICS, has under the terms of its Australian Financial Services Licence 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) Incentive Plan
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.
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.
10,291 AFIC shares for the Incentive Plan (2023: 37,897 shares) were purchased by Executives in the year (in relation to the prior year)
with a fair value (being the acquisition price) of $72,717 (2023: $276,813). Executives are allowed to buy shares in any of the LICs that
AICS administers in order to meet this requirement.
(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 per cent of the amount awarded is used to buy shares
in one of the other LICs that AICS provides services to. The amount that is awarded is dependent on the metrics used for the vesting
of the Investment Team’s Short Term Incentive (excluding personal measures). During the year, 58 per cent of the possible maximum
was awarded, and 50 per cent of this was used to buy shares in AMCIL 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
were as follows (ESAS only):
2024
$’000
2023
$’000
Share-based payment expense 4755
(d) Liability
The total liability arising from share-based payment transactions is included in the current liabilities for ‘provisions’.
53
Annual Report 2024
Australian Foundation Investment Company Limited
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:
Equity Holding
Name of Entity
Country of
IncorporationClass of Shares20242023
Australian Investment Company Services LtdAustraliaOrdinary75%75%
The investment in AICS is accounted for at cost in the individual financial statements of AFIC.
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.
Current commitments relating to leases at balance date, for the current lease (incl. GST), is:
2024
$’000
2023
$’000
Due within one year561534
Later than one year but less than five1,8552,416
Greater than five years––
2,4162,950
Notes to the Consolidated Financial Statements
continued
54
Annual Report 2024
Australian Foundation Investment Company Limited
F10. Parent Entity Financial Information
Summary Financial Information
The individual financial statements for the parent entity show the following aggregate amounts:
2024
$’000
2023
$’000
Balance Sheet
Current assets202,583203,360
Total assets9,906,2918,952,645
Current liabilities46,57943,607
Total liabilities1,651,8401,401,070
Shareholders’ equity
Issued capital3,205,1003,136,432
Reserves
Revaluation reserve3,449,2802,926,191
Realised capital gains reserve546,953509,741
General reserve23,63723,637
Retained earnings1,029,481955,574
5,049,3514,415,143
Total shareholders’ equity8,254,4517,551,575
Profit or loss for the year295,457308,418
Total comprehensive income 939,346795,857
55
Annual Report 2024
Australian Foundation Investment Company Limited
As disclosed in Note F8 to the financial statements, the Company has one subsidiary, Australian Investment Company Services
Limited (AICS).
The Company owns 75 per cent of AICS (the other 25 per cent being owned by Djerriwarrh Investments Limited). AICS is a body
corporate, incorporated and tax resident in Australia.
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
56
Annual Report 2024
Australian Foundation Investment Company Limited
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 2024 and of its performance for the financial year ended
on that date;
(2) the Consolidated Entity Disclosure Statement is true and correct; and
(3) 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 2024. 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.
Craig M Drummond
Chairman
Melbourne
29 July 2024
DIRECTORS’ DECLARATION
57
Annual Report 2024
Australian Foundation Investment Company Limited
INDEPENDENT AUDIT REPORT
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999
Liability limited by a scheme approved under Professional Standards Legislation.
Independent auditor’s report
To the members of Australian Foundation Investment Company Limited
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of Australian Foundation Investment Company Limited (the
Company) and its controlled entity (
together the Group) is in accordance with the Corporations Act
2001, including:
(a) giving a true and fair view of the Group's financial position as at 30 June 2024 and of its
financial performance for the year then ended
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited
The financial report comprises:
the consolidated balance sheet as at 30 June 2024
the consolidated statement of comprehensive income for the year then ended
the consolidated statement of changes in equity for the year then ended
the consolidated cash flow statement for the year then ended
the consolidated income statement for the year then ended
the notes to the consolidated financial statements, including material accounting policy
information and other explanatory information
the consolidated entity disclosure statement as at 30 June 2024
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
58
Annual Report 2024
Australian Foundation Investment Company Limited
Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from
material misstatement. Misstatements may arise due to fraud or error. They are considered material if
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial report as a whole, taking into account the geographic and management
structure of the Group, its accounting processes and controls and the industry in which it operates.
Audit Scope
Our audit focused on assessing the financial report for risks of material misstatement in account
balances, classes of transactions or disclosures, and designing and performing audit procedures to
obtain reasonable assurance that the financial statements as a whole were free of material
misstatement due to fraud or error. This included identifying areas of higher risk, based on quantitative
and qualitative assessments of the Group's operations and activities.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report for the current period. The key audit matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. Further, any commentary on the outcomes of a
particular audit procedure is made in that context. We communicated the key audit matters to the
Audit Committee.
Key audit matter How our audit addressed the key audit matter
Investment Portfolio
Refer to note A2 ($9,703.6 million)
The Investment Portfolio held by the Group of
$9,703.6 million as at 30 June 2024
predominantly consists of listed Australian
equities, as well as a smaller portfolio of listed
international equities.
Whilst there is no significant judgement in
determining the existence or valuation of the
Group’s investments, investments represent a
key measure of the Group’s performance and
comprise a significant proportion of total
assets in the consolidated balance sheet. The
fluctuations in investments will also impact the
realised and unrealised gains/(losses)
recognised in the consolidated statement of
comprehensive income. Given the pervasive
nature investments have on the Group’s key
financial metrics, we determined this to be a k ey
audit matter.
Our procedures included the following:
1)Agreed the investment quantity holdings at 30
June 2024 to third party confirmations or registry
sources.
2)Obtained the purchases and sales listing for
the year ended 30 June 2024 and agreed a
sample of purchases and sales transactions to
contracts.
3)Performed a reconciliation of the opening
investment portfolio balances (quantity of
holdings and value), purchases, sales and other
relevant transactions, and agreed this back to
the 30 June 2024 closing investment portfolio.
4)Agreed quoted market prices used to fair
value listed equity investments at 30 June 2024
to third party market pricing sources.
59
Annual Report 2024
Australian Foundation Investment Company Limited
INDEPENDENT AUDIT REPORT
continued
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report for the year ended 30 June 2024, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon through our opinion on the financial report. We
have issued a separate opinion on the remuneration report.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report in accordance
with Australian Accounting Standards and the Corporations Act 2001, including giving a true and fair
view and for such internal control as the directors determine is necessary to enable the preparation of
the financial report that is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
auditor's report.
60
Annual Report 2024
Australian Foundation Investment Company Limited
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in the directors’ report for the year ended 30 June
2024.
In our opinion, the remuneration report of Australian Foundation Investment Company Limited for the
year ended 30 June 2024 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
PricewaterhouseCoopers
Kate L Lo
gan Melbourne
Partne
r 29 July 2024
61
Annual Report 2024
Australian Foundation Investment Company Limited
Information About Shareholders
At 18 July 2024 there were 157,385 holdings of ordinary shares. These holdings were distributed in the following categories:
Size of Holding
Number of
Shareholdings
% of Share
Capital
1 to 1,00060,4971.88
1,001 to 5,00050,58310.21
5,001 to 10,00020,11711.63
10,001 to 100,00025,14249.64
100,000 and over1,04626.64
Total157,385100.00
Percentage held by the 20 largest holders10.33%
Average shareholding7,952
There were 4,909 shareholdings of less than a marketable parcel of $500 (69 shares).
Voting Rights of Ordinary Shares
The Constitution provides for votes to be cast:
(i) on a show of hands, one vote for each shareholder; and
(ii) on a poll, one vote for each fully paid ordinary share.
OTHER INFORMATION
62
Annual Report 2024
Australian Foundation Investment Company Limited
Major Shareholders
The 20 largest registered holdings of ordinary shares as at 18 July 2024 are listed below:
Ordinary Shares
RankNameShares
% of Share
Capital
1HSBC Custody Nominees (Australia) Limited37,623,4853.01
2Evanson Pty Ltd18,327,2761.46
3Citicorp Nominees Pty Limited11,893,3850.95
4Netwealth Investments Limited <Wrap Services A/C>11,773,6410.94
5IOOF Investment Services Limited <IPS Superfund A/C>7,482,9230.60
6BNP Paribas Nominees Pty Ltd <HUB24 Custodial Serv Ltd>7,187,5050.57
7IOOF Investment Services Limited <IOOF IDPS A/C>6,071,8480.49
8Netwealth Investments Limited <Super Services A/C>4,346,7230.35
9Bougainville Copper Limited3,722,4130.30
10Custodial Services Limited <Beneficiaries Holding A/C>3,417,0000.27
11Bushways Pty Ltd2,570,5920.21
12Jamama Nominees Pty Limited2,369,8580.19
13Investment Custodial Services Limited <C A/C>2,140,5470.17
14J P Morgan Nominees Australia Pty Limited1,680,7470.13
15Mr Malcolm Cavill1,660,0000.13
16Custodial Services Limited <A/C 4>1,603,1670.13
17Twibill Pty Ltd1,443,2160.12
18HSBC Custody Nominees (Australia) Limited <Euroclear Bank SA NV A/C>1,411,6090.11
19Invia Custodian Pty Limited <Foundation A/C>1,275,3630.10
20BNP Paribas Nominees Pty Ltd <Pitcher Partners>1,260,9890.10
63
Annual Report 2024
Australian Foundation Investment Company Limited
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 2024, the Company recorded 674 transactions in securities (including options). $2,696,797 in brokerage
(including GST) was paid or accrued for the year.
OTHER INFORMATION
continued
64
Annual Report 2024
Australian Foundation Investment Company Limited
Acquisitions
Cost
($m)
Woodside Energy 71.2
Telstra Group 55.4
Mineral Resources52.1
Ampol 41.2
BHP 35.0
Disposals
Proceeds
($m)
James Hardie Industries (partially because of the exercise of call options)58.1
National Australia Bank (partially because of the exercise of call options)55.4
Wesfarmers 39.0
IRESS*33.8
Ansell* 32.3
* Complete disposal from the portfolio.
New Companies Added to the Portfolio
Mineral Resources
Ampol
Region Group
Macquarie Technology
Major Transactions in the Investment Portfolio
65
Annual Report 2024
Australian Foundation Investment Company Limited
Individual investments for the combined investment and trading portfolios as at 30 June 2024 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.
Ordinary Shares, Trust Units or Stapled Securities
Number Held
2023
’000
Number Held
2024
’000
Market Value
2024
$’000
AIAAuckland International Airport10,30010,30072,717
ALDAmpol 01,10535,736
ALQALS7,6227,622106,787
AMCAmcor10,4159,617143,192
ANZAustralia and New Zealand Banking Group 8,0988,098228,679
ARBARB Corporation3,6403,640136,973
ASXASX1,4321,757105,420
AUBAUB Group2,1211,43245,386
BHPBHP17,63418,451787,474
BRGBreville Group70270219,066
BXBBrambles6,2005,84084,855
CAR*CAR Group6,7785,690200,424
CBACommonwealth Bank of Australia7,8097,698980,571
COHCochlear334334110,996
COLColes Group9,7229,722165,557
CPUComputershare4,2653,63095,614
CSLCSL2,4312,564756,918
CWYCleanaway Waste Management18,18518,18550,372
DJWDjerriwarrh Investments7,5057,50522,141
DMPDomino’s Pizza Enterprises1,09394533,923
DUIDiversified United Investments12,03012,03061,715
EQTEQT Holdings 1,6471,64752,718
FPHFisher & Paykel Healthcare Corporation3,9133,60099,972
GMGGoodman Group9,65510,155352,886
IAG*Insurance Australia Group8,1006,28044,341
IELIDP Education2,5053,80057,570
Holdings of Securities
At 30 June 2024
66
Annual Report 2024
Australian Foundation Investment Company Limited
Ordinary Shares, Trust Units or Stapled Securities
Number Held
2023
’000
Number Held
2024
’000
Market Value
2024
$’000
JBHJB Hi-Fi1,1311,13169,245
JHXJames Hardie Industries5,4254,577216,492
MAQMacquarie Technology Group027225,741
MFTMainfreight (NZX Listed)2,8192,406148,923
MGRMirvac Group29,35029,35054,885
MINMineral Resources070738,094
MIRMirrabooka Investments8,7288,72827,667
MQGMacquarie Group2,2402,240458,411
NABNational Australia Bank12,95012,335446,897
NANNanosonics5,8535,71617,090
NWLNetwealth Group3,4893,48977,352
NXTNEXTDC1,7442,03435,866
PXAPEXA Group3,2993,75051,707
REAREA Group644577113,473
REHReece7,2645,940149,510
RGNRegion Group016,00033,600
RHCRamsay Health Care1,2261,22658,186
RIORio Tinto1,8621,862221,580
RMDResMed4,3905,327155,016
SEKSeek3,7953,79581,058
SHLSonic Healthcare3,3203,32087,307
STO*Santos13,92113,921106,631
TCLTransurban Group27,11527,233337,683
TLSTelstra Corporation48,68062,805227,355
WBCWestpac Banking Corporation15,12514,540395,924
WDSWoodside Energy Group5,8168,165230,335
WESWesfarmers7,3726,783442,116
WOWWoolworths Group7,3556,667225,278
WTCWiseTech Global42062362,487
XROXero 891835113,894
Total9,561,806
* Part of the security was subject to call options written by the Company.
67
Annual Report 2024
Australian Foundation Investment Company Limited
Holdings of International Securities
At 30 June 2024
Ordinary Shares, Trust Units or Stapled Securities
Number Held
2023
Number Held
2024
Market Value
2024
A$
ACN-USAccenture5,506 5,506 2,501,431
AENA-ESAena 8,108 8,638 2,606,085
GOOGL-USAlphabet31,314 31,314 8,540,580
AMZN-USAmazon23,360 23,915 6,920,044
AAPL-USApple20,058 20,058 6,325,691
CP-USCanadian Pacific14,372 17,432 2,055,058
SCHW-USCharles Schwab30,501 32,976 3,638,572
CMG-USChipotle Mexican1,115 55,750 5,229,908
CTAS-USCintas 2,851 2,851 2,989,359
COST-USCostco 2,976 2,976 3,787,644
CCI-USCrown Castle10,886 14,286 2,089,899
EL-USEstée Lauder5,037 10,488 1,670,948
FERG-GBFerguson12,851 9,321 2,687,897
FTNT-USFortinet24,220 27,780 2,506,867
FCX-USFreeport17,870 40,571 2,952,352
HLMA-GBHalma013,780 705,812
HCA-USHCA Healthcare9,164 9,164 4,408,525
HD-USHome Depot6,034 6,034 3,110,225
ICE-USIntercontinental16,678 16,678 3,418,490
TFLO-USiShares Treasury034,648 2,628,397
JPM-USJP Morgan14,176 14,176 4,293,202
OR-FRL’Oréal2,568 1,652 1,087,082
68
Annual Report 2024
Australian Foundation Investment Company Limited
Ordinary Shares, Trust Units or Stapled Securities
Number Held
2023
Number Held
2024
Market Value
2024
A$
MC-FRLVMH Moët 2,191 2,191 2,509,067
MAR-USMarriott8,715 8,715 3,154,917
MA-USMastercard3,461 2,876 1,899,799
MCD-USMcDonalds7,442 7,156 2,730,586
META-USMeta Platforms7,433 7,983 6,027,085
MSFT-USMicrosoft16,463 16,463 11,017,698
NESN-CHNestlé20,806 20,806 3,179,781
NFLX-USNetflix3,322 3,982 4,023,930
NEE-USNextera 20,749 25,729 2,728,046
NKE-USNike13,173 13,963 1,575,725
NOVOB-DKNovo Nordisk11,768 23,536 5,093,190
NVDA-USNVIDIA2,555 44,440 8,220,511
PEP-USPepsiCo9,294 8,800 2,173,248
SPGI-USS&P Global3,927 3,927 2,622,490
SU-FRSchneider10,851 10,851 3,905,817
SBUX-USStarbucks11,612 6,085 709,328
TMO-USThermo Fisher2,773 2,943 2,436,892
UNH-USUnited Health3,125 3,965 3,023,471
UMG-NLUniversal Music47,498 50,498 2,251,201
V-USVisa 4,977 4,332 1,702,519
Total147,139,373
69
Annual Report 2024
Australian Foundation Investment Company Limited
Issues of Securities
Date of IssueTypePriceRemarks
26 February 2024 DRP/DSSP $7.39
1 September 2023DRP/DSSP $7.03
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
70
Annual Report 2024
Australian Foundation Investment Company Limited
Date of IssueTypePriceRemarks
26 February 2010DRP$4.825 per cent discount
1 September 2009DRP$4.695 per cent discount
2 March 2009 DRP$3.725 per cent discount
25 August 2008 DRP$4.98
11 April 2008SAP$5.26
27 February 2008DRP$5.265 per cent discount
22 August 2007DRP$5.78
8 March 2007DRP $5.60
22 December 2006SAP$4.90
23 August 2006DRP $4.70
7 March 2006DRP $4.55
4 November 2005SAP $3.96
23 August 2005DRP $3.90
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
Annual Report 2024
Australian Foundation Investment Company Limited
Australian Foundation Investment
Company Limited (AFIC)
ABN 56 004 147 120
Directors
Craig M Drummond, Chairman
Mark Freeman, Managing Director
Rebecca P Dee-Bradbury
Julie A Fahey
Katie M Hudson
Graeme R Liebelt
Richard L Murray
David A Peever
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
Annual Report 2024
Australian Foundation Investment Company Limited
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 +61 3 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 10am
Date Thursday 3 October 2024
Venue Zinc at Federation Square
Location Corner of Princes Walk and Russell Street Ext.
Melbourne 3000
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.
Annual Report 2024
Australian Foundation Investment Company Limited
73
MDM Design
Printed on environmentally friendly paper
Income,
Capital Growth,
Low Cost
Annual Review2024
BAustralian Foundation Investment Company Limited Annual Review 2024
2 5 Year Summary
4 About the Company
8 Review of Operations
and Activities
18 Top 25 Investments
19 Income Statement
20 Balance Sheet
21 Summarised Statement
of Changes in Equity
22 Holdings of Securities
25 Holdings of International
Securities
27 Major Transactions in the
Investment Portfolio
28 Company Particulars
29 Shareholder Information
Contents
AUSTRALIAN FOUNDATION
INVESTMENT COMPANY
IS A LISTED INVESTMENT
COMPANY INVESTING
IN AUSTRALIAN AND
NEW ZEALAND EQUITIES.
Australian Foundation Investment Company Limited ABN 56 004 147 120
1Australian Foundation Investment Company Limited Annual Review 2024
Year in Summary
Profit for
the Year
$296.4m
$310.2m in 2023
Fully Franked
Dividend
Per Share
14.5
¢
Final
26
¢
Total
25 cents total
in 2023
Total
Shareholder
Return
6.4%
Share price plus
dividend, including
franking*
Management
Expense Ratio
0.15%
0.14% in 2023
Total Portfolio
$9.9b
Including cash
at 30 June.
$8.9 billion in 2023
2024
Total Portfolio
Return
15.1%
Including franking*
S&P/ASX 200
Accumulation Index
including franking*
13.5%
* Assumes a shareholder can take full advantage of the franking credits.
2Australian Foundation Investment Company Limited Annual Review 2024
DIRECTORS’ REPORT
5 Year Summary
Net Profit After Tax
($ Million)
Net Profit Per Share
(Cents)
Investments at Market Value
($ Million)
(b)
Net Asset Backing Per Share
($)
(c)
Number of Shareholders
(30 June)
20202021
2022202320242020202120222023202420202021202220232024
202020212022202320242020202120222023202420202021202220232024
240.4
235.1
360.6
310.2
19.9
19.3
29.4
25.1
5.96
7.45
6.63
7.19
153,588
159,500
164,979
163,964
7,122
8,978
8,087
8,753
Dividends Per Share
(Cents)
(a)
24
2424
25
23.7
7.88
157,923
26
296.4
9,709
Net Profit After Tax
($ Million)
Net Profit Per Share
(Cents)
Investments at Market Value
($ Million)
(b)
Net Asset Backing Per Share
($)
(c)
Number of Shareholders
(30 June)
20202021
2022202320242020202120222023202420202021202220232024
202020212022202320242020202120222023202420202021202220232024
240.4
235.1
360.6
310.2
19.9
19.3
29.4
25.1
5.96
7.45
6.63
7.19
153,588
159,500
164,979
163,964
7,122
8,978
8,087
8,753
Dividends Per Share
(Cents)
(a)
24
2424
25
23.7
7.88
157,923
26
296.4
9,709
Net Profit After Tax
($ Million)
Net Profit Per Share
(Cents)
Investments at Market Value
($ Million)
(b)
Net Asset Backing Per Share
($)
(c)
Number of Shareholders
(30 June)
20202021
2022202320242020202120222023202420202021202220232024
202020212022202320242020202120222023202420202021202220232024
240.4
235.1
360.6
310.2
19.9
19.3
29.4
25.1
5.96
7.45
6.63
7.19
153,588
159,500
164,979
163,964
7,122
8,978
8,087
8,753
Dividends Per Share
(Cents)
(a)
24
2424
25
23.7
7.88
157,923
26
296.4
9,709
Net Profit After Tax
($ Million)
Net Profit Per Share
(Cents)
Investments at Market Value
($ Million)
(b)
Net Asset Backing Per Share
($)
(c)
Number of Shareholders
(30 June)
20202021
2022202320242020202120222023202420202021202220232024
20202021202220232024
2020202120222023202420202021202220232024
240.4
235.1
360.6
310.2
19.9
19.3
29.4
25.1
5.96
7.45
6.63
7.19
153,588
159,500
164,979
163,964
7,122
8,978
8,087
8,753
Dividends Per Share
(Cents)
(a)
24
2424
25
23.7
7.88
157,923
26
296.4
9,709
3Australian Foundation Investment Company Limited Annual Review 2024
Net Profit After Tax
($ Million)
Net Profit Per Share
(Cents)
Investments at Market Value
($ Million)
(b)
Net Asset Backing Per Share
($)
(c)
Number of Shareholders
(30 June)
20202021
2022202320242020202120222023202420202021202220232024
202020212022202320242020202120222023202420202021202220232024
240.4
235.1
360.6
310.2
19.9
19.3
29.4
25.1
5.96
7.45
6.63
7.19
153,588
159,500
164,979
163,964
7,122
8,978
8,087
8,753
Dividends Per Share
(Cents)
(a)
24
2424
25
23.7
7.88
157,923
26
296.4
9,709
Net Profit After Tax
($ Million)
Net Profit Per Share
(Cents)
Investments at Market Value
($ Million)
(b)
Net Asset Backing Per Share
($)
(c)
Number of Shareholders
(30 June)
20202021
2022202320242020202120222023202420202021202220232024
2020202120222023202420202021202220232024
20202021202220232024
240.4
235.1
360.6
310.2
19.9
19.3
29.4
25.1
5.96
7.45
6.63
7.19
153,588
159,500
164,979
163,964
7,122
8,978
8,087
8,753
Dividends Per Share
(Cents)
(a)
24
2424
25
23.7
7.88
157,923
26
296.4
9,709
Notes:
(a) All dividends were fully franked. The LIC
attributable gain attached to the dividend
was 2024: 6.43 cents; 2023: 10.0 cents;
2022: 14.29 cents; 2021: 4.29 cents;
2020: 7.14 cents.
(b) Excludes cash.
(c) 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.
4Australian Foundation Investment Company Limited Annual Review 2024
Australian Foundation Investment Company (AFIC)
is a Listed Investment Company investing in Australian
and New Zealand equities.
Investment Objectives
The Company’s
primary investment
goals are:
• to pay a stable to growing dividend over time; 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
About the Company
5Australian Foundation Investment Company Limited Annual Review 2024
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.
6Australian Foundation Investment Company Limited Annual Review 2024
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*, our
most recent assessment of the carbon
intensity of AFIC’s portfolio showed that
it is 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 2024 this
was 0.15 per cent, or 15 cents
for each $100 invested.
* Data provided by ISS ESG.
Portfolio at 30 June 2024.
About the Company
continued
7Australian Foundation Investment Company Limited Annual Review 2024
8Australian Foundation Investment Company Limited Annual Review 2024
Profit
The full year profit was $296.4 million,
down from $310.2 million in the previous
corresponding period. The decrease in
the profit from last year was the outcome
of lower dividends (as expected) received
from BHP, Rio Tinto and Woodside
Energy Group. The extent of this decline
was somewhat offset by adjustments
made to the portfolio throughout the year
and improved income from a number of
companies in the portfolio including the
four major banks.
The management expense ratio (MER) for
AFIC was 0.15 per cent with no additional
fees, up from 0.14 per cent last financial
year. This was due to the change in
incentive plan last year which involved
the writing back of incentives which
meant the MER last year was low.
Dividend
Earnings per share for the financial year
were 23.75 cents per share. The final
dividend was increased to 14.5 cents
per share fully franked, bringing total fully
franked dividends applicable for the year
to 26.0 cents per share, an increase
of 4.0 per cent from the previous
financial year’s total dividend of
25.0 cents per share.
4.5 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 6.43 cents per share.
This enables some shareholders to claim
a tax deduction in their tax return.
As part of assessing the investment
objectives of AFIC the Board has
considered whether the objective ‘to pay
dividends which, over time, grow faster
than the rate of inflation’ remains relevant
in today’s market.
In particular, we have observed that the
level of dividends flowing from the ASX
200 Index is now heavily concentrated in
the banks and resources sectors. Whilst
AFIC has a large exposure to these sectors
it does not want its investment decisions
driven by dividends alone, particularly
given our other objective of ‘providing
attractive total returns over the medium to
long term’. This means the portfolio needs
to have sufficient exposure to growing
companies that are not necessarily in
the position to pay high dividends.
AFIC’s more recent history of dividends
also highlights the benefit of maintaining
a steady level of dividends to shareholders
through significant market dislocations
such as the GFC and recently the
COVID-19 pandemic. Unlike other
investment vehicles in the market, AFIC
maintained its dividend in the face of
significant cuts across the ASX 200 Index
during these periods.
As a result, we think a more appropriate
statement of our dividend objective is ‘to
pay a stable to growing dividend over
time’. We believe this statement provides
a better representation of the outcomes
shareholders can expect when investing in
AFIC, with the clear objective of increasing
fully franked dividends when appropriate.
Review of Operations and Activities
9Australian Foundation Investment Company Limited Annual Review 2024
Jul 23
Aug 23Sep 23
Nov 23
Dec 23
Feb 24
Mar 24
May 24
Jun 23
Oct 23Jan 24
Apr 24
Jun 24
8,000
7,800
7,600
7,400
7,200
7,000
6,800
6,600
Source: FactSet
Figure 1: Performance of the S&P/ASX 200 Price Index – 12 Months to 30 June 2024
Dividends will be sourced from income
received from the portfolio as well some
distribution of realised capital gains
when appropriate.
Market and Portfolio
Performance
The Australian equity market enjoyed a
strong year (Figure 1) despite the increase
in interest rates over the period in response
to inflationary pressures and the uncertain
outlook for economic growth.
The ASX 200 Accumulation Index (not
including the benefit of franking) rose
12.1 per cent in the financial year to
30 June 2024. Sector returns were widely
dispersed, and the best-performing
sectors were Banks, up 34.9 per cent,
Information Technology, up 28.4 per cent,
and A-REITs, up 24.7 per cent. Industrials
were up 17.8 per cent over this period
significantly outperforming the Resources
sector which was down 3.2 per cent
(Figure 2 on page 10). Resilient domestic
economic conditions provided a more
positive backdrop for Banks than initially
expected. 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 weakness in the Resources
sector reflected subdued demand for
commodities from China on the back
of declining new residential construction.
10Australian Foundation Investment Company Limited Annual Review 2024
Review of Operations and Activities
continued
Figure 3: Portfolio Performance – Per Annum Returns to 30 June 2024
10 year return
Net asset per share growth
plus dividends, including franking
S&P/ASX 200 Accumulation
Index, including franking
1 year return3 year return
6.9%
7.9%
15.1%
13.5%
5 year return
9.3%
8.7%
9.0%
9.6%
Includes the full benefit of franking credits.
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.
-10%
0%
10%
20%
30%
40%
Jun 24
May 24
Apr 24
Mar 24
Feb 24
Jan 24
Dec 23
Nov 23
Oct 23
Sep 23
Aug 23
Jul 23
S&P/ASX 200 Index
S&P/ASX 200 Industrials
S&P/ASX 200 Banks
S&P/ASX 200 Resources
Source: FactSet
Figure 2: Key Sector Performance for the 12 Months to 30 June 2024
11Australian Foundation Investment Company Limited Annual Review 2024
The portfolio returned 15.1 per cent
in comparison to the S&P/ASX 200
Accumulation Index return of
13.5 per cent when the benefit of
franking is included for both returns
(Figure 3). Strong performance came
from our holdings in CAR Group,
Goodman Group, Wesfarmers, Reece,
Netwealth and ARB Corporation, which
all materially outperformed the market.
Having limited exposure to lithium
companies contributed meaningfully
to outperformance. We have long been
cautious on the supply response to
the rapidly rising lithium price in 2022.
The lithium market is now in surplus
which has resulted in equity prices for
lithium companies falling sharply.
A number of high-quality companies in
the portfolio trailed the return of the overall
market. These included Transurban Group,
Mainfreight, Sonic Healthcare and the ASX.
We still consider the long term prospects
for these companies to remain strong.
Positioning the Portfolio
The majority of purchases during the year
were focused on increasing positions
in existing holdings at what we felt
were appropriate levels. This included
Woodside Energy, Telstra Group, BHP,
CSL and ResMed.
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.
We continue to be attracted to quality
‘owner-driver businesses’ where
management and board members
have significant shareholdings. These
companies are attractive as there is a
strong alignment between management
and shareholder interests. These owner-
driver companies are typically smaller but
deliver strong long term returns. In this
regard we initiated positions in Mineral
Resources and Macquarie Technology
Group during the financial year.
Mineral Resources is a diversified
resources company with operations
in lithium, mining services, iron ore and
energy. Mineral Resources seeks to
maintain low-cost mining operations while
the mining services division is market
leading with a strong growth pipeline
backed by internal projects. It was founded
by the current Managing Director, who
is also a large shareholder. Macquarie
Technology Group is a data centre, and
cloud and telecommunications business
focusing on enterprise, corporate and
the Australian Federal Government.
Data centres and cloud end-markets
now represent around 80 per cent
of operating earnings. The company
was founded 30 years ago by large
shareholders, the Tudehope brothers,
who continue to manage the company.
Delivering income is also an important
part of constructing the portfolio. In this
context we added Ampol and Region
Group during the financial year at prices
that provide attractive dividend yields.
12Australian Foundation Investment Company Limited Annual Review 2024
Ampol is Australia’s leading integrated
energy company engaged in refining,
supply and marketing of petroleum and
convenience retailing. The company
owns strategic infrastructure assets
while investing to grow convenience
retail away from fuel.
Region Group owns a portfolio of high-
quality grocery-anchored neighbourhood
and sub-regional shopping centres.
The predominant tenant offering
is focused on everyday needs
of non-discretionary retail spend.
We exited IRESS Limited and Ansell over
the 12-month period. We are observing
structural industry challenges for these
companies and an environment where
competitive intensity has materially
increased. We consider growth prospects
to be increasingly challenged as a result.
Figure 4 outlines the relative positioning of
the AFIC portfolio relative to the market as
represented by the S&P/ASX 200 Index.
International Portfolio
We have continued to successfully
manage the global portfolio (within the
AFIC portfolio) over the period. This
portfolio was first initiated in May 2021.
Given we have been trialling this portfolio
for over three years we are considering
the most appropriate next steps for
this initiative, including the options for
establishing a separate low-cost global
investment company in the future. AFIC
has invested a total of $103.7 million of
shareholder capital in the global portfolio,
which is valued at $147.5 million as at
30 June 2024. At current value, the global
portfolio represents about 1.5 per cent
of the overall AFIC portfolio.
We are encouraged by the performance
of this portfolio which has exceeded its
benchmark index (the MSCI World Index
ex Australia) over one year and since
its inception.
Gross Returns of Global Portfolio
in Australian Dollars to 30 June 2024
1 Year
% pa
Since
Inception
% pa
AFIC global
portfolio23.014.1
Benchmark19.912.7
Differential3.11.4
Source: Northern Trust.
During the last 12 months we continued
to build our position in Nvidia while
topping up our exposure to Freeport
McMoran, Netflix, Meta and Nextera
Energy. These purchases were completed
at attractive levels, well below the current
prices. We took advantage of share
price weakness to add to our existing
position in Fortinet. In addition, we
established one new position, Halma plc.
These investments were funded through
the complete sale of Roche Holdings
and a reduced holding in Starbucks,
along with trimming some of our recent
outperformers such as Ferguson, L’Oréal,
Mastercard and Visa.
Review of Operations and Activities
continued
13Australian Foundation Investment Company Limited Annual Review 2024
Figure 4: AFIC Investment by Sector Versus the S&P/ASX 200 Index
as at 30 June 2024 – Excludes International Holdings
AFIC portfolio weightS&P/ASX 200 Index weight
21.1%14.5%13.2%10.8%9.2%7.8%0.0%6.4%3.8%5.1%1.5%2.5%4.0%
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
14Australian Foundation Investment Company Limited Annual Review 2024
Share Price Return
The share price moved to a large
discount, 9 per cent, to the net asset
backing (before tax on unrealised gains)
by the end of June 2024.
As illustrated in Figure 5, the extent of this
discount is unusual in the context of the
historical trend. There appears to have
been less demand for Listed Investment
Companies across the industry as
interest rate products have become more
attractive. In an environment where the
Index increases strongly, the share price
of listed investment companies can also
sometimes lag the market performance,
with AFIC not immune from this trend.
The 10-year share price return to
30 June 2024 for AFIC is 7.2 per cent
including franking, whereas for the
S&P/ASX 200 Index the return is
9.6 per cent including franking. 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
Economic conditions remain
unpredictable with a broad range of
potential outcomes. There are signs
emerging that consumer confidence is
softening with persistent inflation and
higher interest rates. In this context while
economic growth in Australia currently
remains sound, it could conceivably
soften in the more immediate term.
Review of Operations and Activities
continued
Jun
15
Jun
14
Jun
16
Jun
17
Jun
18
Jun 19Jun 20Jun 21Jun 22Jun 23Jun 24
15%
-10%
-5%
0%
5%
10%
20%
Figure 5: Share Price Premium/Discount to Net Asset Backing
15Australian Foundation Investment Company Limited Annual Review 2024
Corporate earnings have so far proved
resilient. Following a strong run in the
equity market since November 2023,
the market’s tolerance for earnings
disappointment is not anticipated to be
high, with current market valuations
trading above long term averages and at
extreme levels for a number of companies
(Figure 6). In this context the dividend yield
for the market is also trading below the
long term average as share prices have
run strongly across the market (Figure 7
on page 16).
Finally, geopolitical factors remain relevant
with the occurrence of ongoing conflict
and with elections in key developed
markets. While geopolitical factors
have not yet negatively impacted equity
markets, they may still have a role to play
in investor sentiment over the remainder
of the calendar year.
While conscious of the prevailing
environment our research effort remains
focused on the fundamentals of the
companies. We believe the portfolio
remains invested in quality companies
forecast to deliver an appropriate mix of
income and growth even in challenging
conditions, positioning us well to deliver
on our long term investment objectives.
Directorship Matters
Mr John Paterson, the Chairman of the
Company, and Ms Catherine Walter AM,
Non-Executive Director retired at the
conclusion of the 2023 Annual General
Meeting held on 3 October 2023.
Mr Paterson was a Director since 2005,
and prior to that served as an Alternate
Director from April 1987 to June 2005,
and Chairman since October 2018.
Figure 6: Valuation of the Market – Price to Earnings of the S&P/ASX 200 Index
20
18
16
14
12
10
8
Times
Average 14.6
Jun 04Jun 05Jun 06Jun 07Jun 08Jun 09Jun 10Jun 11Jun 12Jun 13Jun 14Jun 15Jun 16Jun 17Jun 18Jun 19Jun 20Jun 21Jun 22Jun 23Jun 24
Source: FactSet
16Australian Foundation Investment Company Limited Annual Review 2024
Mr Paterson was also Chairman of the
Investment Committee and a member
of the Remuneration, Nomination
and Audit Committees. He was also a
Non-Executive Director of the Company’s
subsidiary, Australian Investment
Company Services Limited (AICS).
Ms Walter was a Director since 2002
and was Chairman of the Nomination
Committee and a member of the
Remuneration, Investment and
Audit Committees.
The Board wishes to record its deep
thanks to both Mr Paterson and
Ms Walter for their invaluable contribution
to Board deliberations over their tenure.
Their extensive experience has been
of outstanding value to the Board,
executives and shareholders of Australian
Foundation Investment Company Limited.
The Board elected Mr Craig Drummond
as the Chairman with effect from the
conclusion of the Annual General Meeting
on 3 October 2023. Mr Drummond has
been a Director of the Company since
July 2021 and sits on the Investment
and Nomination Committees.
Mr Drummond is also Non-Executive
Chairman of AICS. He is Chairman of
Transurban Ltd, the President of the
Geelong Football Club Limited and
Chairman of The Ian Potter Foundation.
Mr Drummond has had an extensive
public company executive career with
National Australia Bank as CFO and
Review of Operations and Activities
continued
Figure 7: Valuation of the Market – Dividend Yield of the S&P/ASX 200 Index
7.0
6.5
6.0
5.5
5.0
4.5
4.0
3.5
3.0
2.5
2.0
Per cent
Average 4.1%
Jun 04Jun 05Jun 06Jun 07Jun 08Jun 09Jun 10Jun 11Jun 12Jun 13Jun 14Jun 15Jun 16Jun 17Jun 18Jun 19Jun 20Jun 21Jun 22Jun 23Jun 24
Source: FactSet
Australian Foundation Investment Company Limited17 Annual Review 2024
Medibank as CEO. Prior to this he
worked in financial markets with
Goldman Sachs JBWere and Bank
of America for 28 years.
Ms Katie Hudson was appointed
as a Non-Executive Director of the
Company on 1 January 2024.
Ms Hudson is a portfolio manager for
Yarra Capital Management focused on
the small and mid cap universe and,
in addition, serves as Yarra Capital’s
Head of Australian Equities Research.
Ms Hudson has more than 20 years
of experience in investment markets,
including roles as an equities research
analyst and portfolio manager. Prior
to transitioning to Yarra Capital
Management, Ms Hudson was a portfolio
manager and managing director at
Goldman Sachs Asset Management
and has previously worked as an equities
analyst and partner at JBWere. Prior to
this she spent seven years at PwC where
she was a senior manager primarily
focused on mergers and acquisitions
advisory and transaction support.
Mr Richard Murray was appointed as a
Non-Executive Director of the Company
on 22 January 2024.
He was appointed CEO of Total Tools
Holdings at the end of January 2024.
Prior to this, his most recent executive
role was as CEO and Executive Director
of Premier Investments, a major ASX-
listed owner of retail brands such as
Smiggle, Just Jeans, Peter Alexander,
Dotti and Portmans.
Before his role at Premier Investments,
Mr Murray was the Group Chief Executive
Officer and Executive Director of JB Hi-Fi,
the major electronic and white-goods
retailer. He had an 18-year career at JB
Hi-Fi, initially as Chief Financial Officer,
taking the business through the IPO
process. Prior to that he had roles for
10 years in the Corporate Finance and
Assurance and Advisory practices
at Deloitte.
We are delighted to welcome both
Ms Hudson and Mr Murray to the
Board. Ms Hudson’s broad knowledge
across various sectors and her depth
of experience in investment markets
and Australian equities, in addition to
Mr Murray’s detailed knowledge of retail
and fast-moving consumer goods sectors
and financial experience will complement
the Board’s existing mix of skills.
18Australian Foundation Investment Company Limited Annual Review 2024
Includes investments held in both the investment and trading portfolios.
Value at Closing Prices at 28 June 2024
Total Value
$ Million
% of the
Portfolio
1Commonwealth Bank of Australia980.610.1
2BHP 787.58.1
3CSL 756.97.8
4Macquarie Group 458.44.7
5National Australia Bank446.94.6
6Wesfarmers442.14.6
7Westpac Banking Corporation395.94.1
8Goodman Group 352.93.6
9Transurban Group337.73.5
10Woodside Energy Group 230.32.4
11ANZ Group Holdings 228.72.4
12Telstra Group227.42.3
13Woolworths Group225.32.3
14Rio Tinto221.62.3
15James Hardie Industries 216.52.2
16CAR Group*200.42.1
17Coles Group 165.61.7
18ResMed155.01.6
19Reece149.51.5
20Mainfreight148.91.5
21Amcor 143.21.5
22ARB Corporation137.01.4
23Xero 113.91.2
24REA Group113.51.2
25Cochlear111.01.1
Total7,746.6
As percentage of total portfolio value (excludes cash)79.8%
* Indicates that options were outstanding against part of the holding.
Top 25 Investments
As at 30 June 2024
19Australian Foundation Investment Company Limited Annual Review 2024
2024
$’000
2023
$’000
Dividends and distributions321,836334,740
Revenue from deposits and bank bills6,9633,714
Net gains on trading portfolio (including unrealised
gains or losses)4,9016,000
Total income333,700344,454
Finance costs(1,405)(1,265)
Administration expenses (net of recoveries)(13,360)(12,434)
Profit before income tax 318,935330,755
Income tax (22,522)(20,544)
Net profit 296,413310,211
CentsCents
Net profit per share23.7525.06
Income Statement
As at 30 June 2024
20Australian Foundation Investment Company Limited Annual Review 2024
2024
$’000
2023
$’000
Current assets
Cash 166,499165,385
Receivables42,42544,709
Trading portfolio5,3873,837
Total current assets214,311213,931
Non-current assets
Investment portfolio 9,703,5588,749,226
Total non-current assets9,703,5588,749,226
Total assets9,917,8698,963,157
Current liabilities
Payables1,2561,268
Borrowings – bank debt10,00010,000
Tax payable34,10532,156
Provisions6,0146,057
Total current liabilities51,37549,481
Non-current liabilities
Provisions15490
Deferred tax liabilities – other1,237830
Deferred tax liabilities – investment portfolio1,603,7161,355,200
Total non-current liabilities1,605,1071,356,120
Total liabilities1,656,4821,405,601
Net assets8,261,3877,557,556
Shareholders’ equity
Share capital3,205,0003,136,332
Revaluation reserve3,449,2802,926,191
Realised capital gains reserve546,953509,741
General reserve23,63723,637
Retained profits1,036,517961,655
Total shareholders’ equity (including minority interests)8,261,3877,557,556
Balance Sheet
As at 30 June 2024
21Australian Foundation Investment Company Limited Annual Review 2024
2024
$’000
2023
$’000
Total equity at the beginning of the year7,557,5566,990,489
Dividends paid(305,139)(296,702)
Shares issued – Dividend Reinvestment Plan68,84066,268
Other share capital adjustments(172)(149)
Total transactions with shareholders(236,471)(230,583)
Profit for the year 296,413310,211
Revaluation of investment portfolio923,692697,758
Provision for tax on revaluation(279,803)(210,319)
Revaluation of investment portfolio (after tax)643,889487,439
Total comprehensive income for the year940,302797,650
Realised gains on securities sold152,087142,285
Tax expense on realised gains on securities sold(31,287)(24,571)
Net realised gains on securities sold120,800117,714
Transfer from revaluation reserve to realised gains reserve(120,800)(117,714)
Total equity at the end of the year8,261,3877,557,556
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 2024
22Australian Foundation Investment Company Limited Annual Review 2024
Individual investments for the combined investment and trading portfolios as at
30 June 2024 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.
Ordinary Shares, Trust Units
or Stapled Securities
Number
Held 2023
’000
Number
Held 2024
’000
Market
Value 2024
$’000
AIAAuckland International Airport10,30010,30072,717
ALDAmpol 01,10535,736
ALQALS7,6227,622106,787
AMCAmcor10,4159,617143,192
ANZAustralia and New Zealand
Banking Group
8,0988,098228,679
ARBARB Corporation3,6403,640136,973
ASXASX1,4321,757105,420
AUBAUB Group2,1211,43245,386
BHPBHP17,63418,451787,474
BRGBreville Group70270219,066
BXBBrambles6,2005,84084,855
CAR*CAR Group6,7785,690200,424
CBACommonwealth Bank of Australia7,8097,698980,571
COHCochlear334334110,996
COLColes Group9,7229,722165,557
CPUComputershare4,2653,63095,614
CSLCSL2,4312,564756,918
CWYCleanaway waste Management18,18518,18550,372
Holdings of Securities
At 30 June 2024
23Australian Foundation Investment Company Limited Annual Review 2024
Ordinary Shares, Trust Units
or Stapled Securities
Number
Held 2023
’000
Number
Held 2024
’000
Market
Value 2024
$’000
DJWDjerriwarrh Investments7,5057,50522,141
DMPDomino’s Pizza Enterprises1,09394533,923
DUIDiversified United Investments12,03012,03061,715
EQTEQT Holdings 1,6471,64752,718
FPHFisher & Paykel Healthcare
Corporation
3,9133,60099,972
GMGGoodman Group9,65510,155352,886
IAG*Insurance Australia Group8,1006,28044,341
IELIDP Education2,5053,80057,570
JBHJB Hi-Fi1,1311,13169,245
JHXJames Hardie Industries5,4254,577216,492
MAQMacquarie Technology Group027225,741
MFTMainfreight (NZX Listed)2,8192,406148,923
MGRMirvac Group29,35029,35054,885
MINMineral Resources070738,094
MIRMirrabooka Investments8,7288,72827,667
MQGMacquarie Group2,2402,240458,411
NABNational Australia Bank12,95012,335446,897
NANNanosonics5,8535,71617,090
NWLNetwealth Group3,4893,48977,352
NXTNEXTDC1,7442,03435,866
PXAPEXA Group3,2993,75051,707
REAREA Group644577113,473
REHReece7,2645,940149,510
RGNRegion Group016,00033,600
RHCRamsay Health Care1,2261,22658,186
RIORio Tinto1,8621,862221,580
RMDResMed4,3905,327155,016
24Australian Foundation Investment Company Limited Annual Review 2024
Ordinary Shares, Trust Units
or Stapled Securities
Number
Held 2023
’000
Number
Held 2024
’000
Market
Value 2024
$’000
SEKSeek3,7953,79581,058
SHLSonic Healthcare3,3203,32087,307
STO*Santos13,92113,921106,631
TCLTransurban Group27,11527,233337,683
TLSTelstra Corporation48,68062,805227,355
WBCWestpac Banking Corporation15,12514,540395,924
WDSWoodside Energy Group5,8168,165230,335
WESWesfarmers7,3726,783442,116
WOWWoolworths Group7,3556,667225,278
WTCWiseTech Global42062362,487
XROXero 891835113,894
Total9,561,806
* Part of the security was subject to call options written by the Company.
Holdings of Securities
At 30 June 2024 continued
25Australian Foundation Investment Company Limited Annual Review 2024
Ordinary Shares, Trust Units
or Stapled Securities
Number
Held
2023
Number
Held
2024
Market
Value 2024
A$
ACN-USAccenture5,506 5,506 2,501,431
AENA-ESAena 8,108 8,638 2,606,085
GOOGL-USAlphabet31,314 31,314 8,540,580
AMZN-USAmazon23,360 23,915 6,920,044
AAPL-USApple20,058 20,058 6,325,691
CP-USCanadian Pacific14,372 17,432 2,055,058
SCHW-USCharles Schwab30,501 32,976 3,638,572
CMG-USChipotle Mexican1,115 55,750 5,229,908
CTAS-USCintas 2,851 2,851 2,989,359
COST-USCostco 2,976 2,976 3,787,644
CCI-USCrown Castle10,886 14,286 2,089,899
EL-USEstée Lauder5,037 10,488 1,670,948
FERG-GBFerguson12,851 9,321 2,687,897
FTNT-USFortinet24,220 27,780 2,506,867
FCX-USFreeport17,870 40,571 2,952,352
HLMA-GBHalma013,780 705,812
HCA-USHCA Healthcare9,164 9,164 4,408,525
HD-USHome Depot6,034 6,034 3,110,225
ICE-USIntercontinental16,678 16,678 3,418,490
TFLO-USiShares Treasury034,648 2,628,397
JPM-USJP Morgan14,176 14,176 4,293,202
OR-FRL’Oréal2,568 1,652 1,087,082
MC-FRLVMH Moët 2,191 2,191 2,509,067
MAR-USMarriott8,715 8,715 3,154,917
MA-USMastercard3,461 2,876 1,899,799
MCD-USMcDonalds7,442 7,156 2,730,586
META-USMeta Platforms7,433 7,983 6,027,085
Holdings of International Securities
At 30 June 2024
26Australian Foundation Investment Company Limited Annual Review 2024
Ordinary Shares, Trust Units
or Stapled Securities
Number
Held
2023
Number
Held
2024
Market
Value 2024
A$
MSFT-USMicrosoft16,463 16,463 11,017,698
NESN-CHNestlé20,806 20,806 3,179,781
NFLX-USNetflix3,322 3,982 4,023,930
NEE-USNextera 20,749 25,729 2,728,046
NKE-USNike13,173 13,963 1,575,725
NOVOB-DKNovo Nordisk11,768 23,536 5,093,190
NVDA-USNVIDIA2,555 44,440 8,220,511
PEP-USPepsiCo9,294 8,800 2,173,248
SPGI-USS&P Global3,927 3,927 2,622,490
SU-FRSchneider10,851 10,851 3,905,817
SBUX-USStarbucks11,612 6,085 709,328
TMO-USThermo Fisher2,773 2,943 2,436,892
UNH-USUnited Health3,125 3,965 3,023,471
UMG-NLUniversal Music47,498 50,498 2,251,201
V-USVisa 4,977 4,332 1,702,519
Total147,139,373
Holdings of International Securities
At 30 June 2024 continued
27Australian Foundation Investment Company Limited Annual Review 2024
Acquisitions
Cost
($m)
Woodside Energy 71.2
Telstra Group 55.4
Mineral Resources52.1
Ampol 41.2
BHP 35.0
Disposals
Proceeds
($m)
James Hardie Industries (partially because of the exercise of call options)58.1
National Australia Bank (partially because of the exercise of call options)55.4
Wesfarmers 39.0
IRESS*33.8
Ansell* 32.3
* Complete disposal from the portfolio.
New Companies Added to the Portfolio
Mineral Resources
Ampol
Region Group
Macquarie Technology
Major Transactions in the
Investment Portfolio
28Australian Foundation Investment Company Limited Annual Review 2024
Australian Foundation
Investment Company
Limited (AFIC)
ABN 56 004 147 120
Directors
Craig M Drummond, Chairman
Mark Freeman, Managing Director
Rebecca P Dee-Bradbury
Julie A Fahey
Katie M Hudson
Graeme R Liebelt
Richard L Murray
David A Peever
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
29Australian Foundation Investment Company Limited Annual Review 2024
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 +61 3 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 10am
Date Thursday 3 October 2024
Venue Zinc at Federation Square
Location Corner of Princes Walk
and Russell Street Ext.
Melbourne 3000
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
309319_06_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
29 August 2024
Dear Shareholder,
I am pleased to invite you to the 2024 Annual General Meeting (AGM) of Australian Foundation
Investment Company Limited (AFIC or the Company) which has been scheduled as follows:
Date: Thursday 3 October 2024
Time: 10.00am Australian Eastern Standard Time (AEST)
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/MG4LH6H 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. 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 (AEST)
on Tuesday 1 October 2024.
000001
000
SAM
MR JOHN SAMPLE
FLAT 123
SAMPLE STREET
SAMPLE STREET
SAMPLE STREET
SAMPLETOWN VIC 3030
309319_06_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 submitted using the hard copy form provided with your Proxy Form or via the Computershare
platform.
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 Thursday 3 October 2024.
Yours sincerely
Craig Drummond
Chairman
Income,
Capital Growth,
Low Cost
The Annual General Meeting of Australian
Foundation Investment Company Limited,
ABN: 56 004 147 120 (‘the Company’)
will be held at 10.00am (AEST) on
Tuesday 3 October 2024
2024Notice of Annual
General Meeting
BUSINESS OF THE MEETING
The Annual General Meeting of Australian Foundation Investment Company Limited, ABN: 56 004 147 120 (‘the Company’)
will be held at 10.00am (AEST) on Thursday 3 October 2024 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/MG4LH6H.
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 (AEST) on Tuesday 1 October 2024.
Item 1. Financial Statements and Reports
To consider the Directors’ Report, Financial Statements and Independent Audit Report for the financial year ended 30 June 2024.
(Please note that no resolution will be required to be passed on this matter).
Item 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 2024 be adopted.”
(Please note that the vote on this item is advisory only)
Items 3. to 7. Election and Re-election of Directors
To consider and, if thought fit, to pass the following resolutions (as ordinary resolutions):
3. “That Katie Hudson, a Director appointed to the Board since the last Annual General Meeting and retiring from office in accordance
with Rule 45 of the Constitution, being eligible is elected as a Director of the Company.”
4. “That Richard Murray, a Director appointed to the Board since the last Annual General Meeting and retiring from office in accordance
with Rule 45 of the Constitution, being eligible is elected as a Director of the Company.”
5. “That Craig Drummond, a Director retiring from office in accordance with Rule 46 of the Constitution, being eligible is re-elected
as a Director of the Company.”
6. “That Julie Fahey, a Director retiring from office in accordance with Rule 46 of the Constitution, being eligible is re-elected as a
Director of the Company.”
7. “That Graeme Liebelt, a Director retiring from office in accordance with Rule 46 of the Constitution, being eligible is re-elected
as a Director of the Company.”
Item 8. Renewal of Proportional Takeover Provisions in the Constitution
To consider and, if thought fit, pass the following resolution (as a special resolution):
“That, pursuant to Sections 136(2) and 648G of the Corporations Act 2001 (Cth), the proportional takeover provisions in Rules 79 and
80 of the Company’s constitution are renewed for a period of three years from the date of this meeting”.
By Order of the Board
Matthew Rowe
Company Secretary
29 August 2024
2
Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2024
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 (AEST) on Tuesday
1 October 2024.
Where permitted, the Chairman
of the meeting intends to vote
undirected proxies in favour
of all items of business.
Item 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 2024.
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
2024 Annual Report can view or download
it from the Company’s website at:
afi.com.au/our-company#
Companyreports
Item 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
2024 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.
Items 3. to 7. Election and
Re-election of Directors
Ms Katie Hudson and Mr Richard
Murray were appointed to the Board on
1 January 2024 and 22 January 2024
respectively and so are required to seek
election by shareholders for the first time
at this AGM. Mr Craig Drummond and
Ms Julie Fahey were elected as Directors
and Mr Graeme Liebelt was re-elected
as a Director at the 2021 AGM. As such
they are required to seek re-election
by shareholders at this AGM. Their
biographical details are set out below:
Katie Hudson
Independent Non-Executive Director
BCom (Melb)
Member of the Audit and Nomination
Committees
Ms Hudson was appointed to the Board
in January 2024. Katie is a portfolio
manager for Yarra Capital Management
focused on the small and midcap universe
and, in addition, serves as Yarra Capital’s
Head of Australian Equities Research.
Katie has more than 20 years of
experience in investment markets,
including roles as an equities research
analyst and portfolio manager. Prior to
transitioning to Yarra Capital Management,
Katie was a portfolio manager and
managing director at Goldman Sachs
Asset Management and has previously
worked as an equities analyst and partner
at JBWere. Prior to this Katie spent
seven years at PwC where she was a
senior manager primarily focused on
mergers and acquisitions advisory and
transaction support. Katie is currently
a director of Yarra Capital Management
and the Hawthorn Football Club.
EXPLANATORY NOTES
3
Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2024
Richard Murray
Independent Non-Executive Director
BCom, Grad Dip., Applied Finance
& Investment, FCA
Member of the Nomination Committee
Mr Murray was appointed to the Board
in January 2024. He has recently been
appointed as CEO of Total Tools Holdings,
commencing at the end of January 2024.
Prior to this, his most recent executive
role was as CEO and Executive Director
of Premier Investments, a major ASX-listed
owner of retail brands such as Smiggle,
Just Jeans, Peter Alexander, Dotti
and Portmans.
Before his role at Premier Investments,
Richard was the Group Chief Executive
Officer from 2014 to 2021 and Executive
Director of JB Hi-Fi, the major electronic
and white-goods retailer. He had an
18-year career at JB Hi-Fi, commencing
in 2003, initially as Chief Financial Officer,
taking the business through the IPO
process. Prior to that he had roles for
10 years in the Corporate Finance
and Assurance and Advisory practices
at Deloitte
Craig Drummond
Chairman and Independent
Non-Executive Director
BCom (Melb), SF FIN, CFA
Non-Executive Chairman of the
Company’s subsidiary, Australian
Investment Company Services
Limited (AICS)
Chairman of the Investment
and Nomination Committees
Member of the Remuneration
and Audit Committees
Mr Drummond was appointed to the
Board in July 2021. He is the President
of the Geelong Football Club Limited,
Chairman of Transurban Co Ltd and
Chairman of The Ian Potter Foundation.
Craig was formerly a Member of the
Federal Governments Financial Regulator
Assessment Authority, Chief Executive
Officer of Medibank Private Ltd, 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 he was
Chief Executive Officer and Executive
Chairman of Goldman Sachs JBWere.
Julie Fahey
Independent Non-Executive Director
BAS
Chair of the Audit Committee
and member of the Investment
and Nomination Committees
Ms Fahey was appointed to the Board
in April 2021. She has over 30 years
of experience in technology, including
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, Julie spent 10 years at
KPMG as a partner with the firm,
during which she held roles as National
Lead Partner Telecommunications,
Media and Technology, and National
Managing Partner – Markets. Julie was
also a member of the KPMG National
Executive Committee.
Julie is a non-executive director of IRESS
Limited and Datacom and a member of
the Australian Red Cross LifeBlood board.
Julie was formerly a non-executive director
of Seek Limited, Vocus, Partnerslife and
Cenitex and formerly a member of the
Latrobe University Council.
Graeme R Liebelt
Independent Non-Executive Director
BEc (Hons), FAICD FTSE
Chairman of the Remuneration
Committee and member of the
Investment and Nomination Committees
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 Life 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.
Board recommendation and undirected
proxies: The Board recommends (with
the exception of each Director in relation
to their own election or re-election)
that shareholders vote IN FAVOUR
of Items 3 to 7. The Chairman of the
meeting intends to vote undirected
proxies IN FAVOUR of Items 3 to 7.
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
Item 8. Renewal of
Proportional Takeover
Provisions in the Constitution
Background
The Corporations Act 2001 (Cth) permits a
company to include rules in its Constitution
which enable the company to refuse
to register a transfer of shares resulting
from a proportional takeover bid unless
shareholders in the bid class in a meeting
approve the takeover bid.
It is a requirement of the Corporations Act
that such proportional takeover approval
provisions in a company’s constitution
apply for a maximum period of three years,
unless earlier renewed. In the case of the
Company, such proportional takeover
approval provisions (existing Rules 79 and
80 of the Company’s constitution) were
approved by shareholders at the 2021
AGM and will expire on 5 October 2024.
The Directors consider that it is in the
best interests of shareholders to renew
these provisions in their existing form.
Accordingly, a special resolution is being
put to shareholders under Section 648G
of the Corporations Act to renew Rules 79
and 80 of the Company’s constitution.
If approved by shareholders at the
meeting, Rules 79 and 80 will operate for
three years from the date of the meeting
(that is, until 3 October 2027) unless
renewed earlier.
Proportional Takeover Bids
A proportional takeover bid involves
the bidder offering to buy a proportion
only of each shareholder’s shares in
the target company.
This means that control of the target
company may pass without members
having the chance to sell all their shares
to the bidder. It also means the bidder
may acquire control of the target
company without paying an adequate
premium for gaining control.
To address this possibility, a company may
provide in its Constitution that, in the event
of a proportional takeover bid being made
for shares in the company, the directors
must convene a meeting of shareholders
to vote on a resolution to approve that bid.
EXPLANATORY NOTES
continued
4
Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2024
A meeting convened under the
proportional takeover approval provisions
is treated as a general meeting of the
company and the majority decision of
the company’s members will be binding
on all individual members.
Effect of Proposed Proportional
Takeover Approval Provisions
Where a proportional takeover bid is
made, the Directors must convene a
meeting of shareholders to vote on a
resolution to approve the proportional
bid before the 14th day prior to the
closing of the bid period.
The vote is decided on a simple majority.
Each person who, as at the end of the
day on which the first offer under the
takeover bid was made, held bid class
shares is entitled to vote. Neither the
bidder nor its associates are entitled
to vote on the resolution.
If a meeting is not held, Section 648E of
the Corporations Act deems a resolution
approving the proportional bid to have
been passed thereby allowing the
proportional bid to proceed. Further, the
Directors will contravene the Act if they
fail to ensure a resolution to approve the
bid is voted on.
If the resolution is rejected, the registration
of any transfer of shares resulting from
that proportional takeover bid will be
prohibited and the bid will be deemed to
be withdrawn. If the resolution is passed or
deemed to have been passed, the transfer
of shares resulting from acceptance of
an offer under that bid will be permitted
and the transfer of shares will be
registered provided they comply with
the other provisions of the Constitution.
Rules 79 and 80 will not apply to full
takeover bids.
Reason for Proposing
the Resolution
The Directors consider that the renewal
of Rules 79 and 80 is in the best interests
of all shareholders of the Company. In the
Directors’ view, shareholders should have
the opportunity to vote on a proposed
proportional takeover bid.
In the absence of Rules 79 and 80
(as renewed), a proportional takeover bid
for the Company may enable effective
control of the Company to be acquired
by a party who has not offered to acquire
100% of the Company’s shares (and,
therefore, has not offered to pay a ‘control
premium’ that reflects 100% ownership).
As a result, if a proportional takeover bid
for the Company is made:
• shareholders may not have the
opportunity to dispose of all their
shares; and
• shareholders risk being locked into
a minority position in the Company
or suffering loss following such a
change of control if the bid causes a
decrease in the market value of shares.
If Rules 79 and 80 are renewed, the Board
considers that this risk will be minimised
by enabling shareholders to decide
whether or not a proportional takeover
bid should be allowed to proceed.
Present Acquisition Proposals
As at the date of this notice, the Directors
are not aware of any proposal by any
person to acquire, or increase the extent
of, a substantial interest in the Company.
Review of Proportional Takeover
Approval Provisions
The Corporations Act requires
these explanatory notes to discuss
retrospectively the potential advantages
and disadvantages of the proportional
takeover approval provisions for both
Directors and shareholders.
While the proportional takeover approval
provisions have been in effect, there have
been no takeover bids for the Company –
either proportional or otherwise. So there
are no actual examples against which to
review the advantages and disadvantages
of the existing proportional takeover
approval provisions for the Directors
and shareholders of the Company.
The Directors are not aware of any potential
takeover bid which was discouraged
by Rules 79 and 80.
Advantages and Disadvantages
In addition to looking at the provisions
retrospectively, the Corporations Act
also requires these explanatory notes to
discuss the potential future advantages
and disadvantages of the proposed
proportional takeover approval provisions
for both Directors and shareholders.
The Directors consider that there are
no advantages or disadvantages for
the Directors in renewing the proposed
proportional takeover approval provisions.
In particular, there is no restriction on
their ability to make a recommendation
on whether a proportional takeover bid
should be accepted.
For shareholders, the potential advantage
of renewing the proportional takeover
approval provisions is that they provide
shareholders with the opportunity to
consider, discuss in a meeting called
specifically for the purpose, and vote
on whether a proportional takeover bid
should be approved. This ensures that
shareholders have an opportunity to
have a say in the future ownership and
control of the Company. The Directors
believe that this would encourage any
future proportional bids to be structured
so as to be attractive to a majority of
shareholders. It may also discourage the
making of a proportional takeover bid
that might be considered opportunistic.
Finally, knowing the view of a majority of
the shareholders may help each individual
shareholder to assess the likely outcome
of the proportional takeover bid and
decide whether or not to accept an offer
under the bid.
A potential disadvantage for shareholders
arising from renewing the proportional
takeover approval provisions is that they
may discourage proportional takeover
bids being made and may reduce any
speculative element in the market price
of the Company’s shares arising from
the possibility of a proportional bid being
made. As a result, shareholders may
not have the opportunity to dispose of a
portion of their shares at an attractive price
where the majority rejects an offer from
a party seeking control of the Company.
The Directors consider that the potential
advantages for shareholders of the
proposed proportional takeover approval
provisions outweigh the potential
disadvantages.
Shareholder Approval
To pass as a special resolution, this item
of business requires the support of 75%
or more of the votes cast on the resolution.
Board recommendation and undirected
proxies: The Board recommends that
shareholders vote IN FAVOUR of Item 8.
The Chairman of the meeting intends
to vote undirected proxies IN FAVOUR
of Item 8.
5
Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2024
SHAREHOLDER INFORMATION
Shareholders and Proxyholders have two options for participating at the AGM:
In person
Online via the Computershare Meeting Platform (access via meetnow.global/MG4LH6H)
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
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/MG4LH6H 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
In Person
The AGM will be held at ZINC at Federation Square, Corner of Flinders Street and Swanston Street, Melbourne, Victoria
6
Australian Foundation Investment Company LimitedNotice of Annual General Meeting 2024
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 (AEST)
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 (AEST)
on Tuesday 1 October 2024. Further
details are on the proxy form.
6. A proxy need not vote in that capacity
on a poll (unless the proxy is the
Chairman of the meeting). However, if
the proxy’s appointment specifies the
way to vote on a resolution, and the
proxy decides to vote in that capacity
on that resolution, the proxy must vote
the way specified (subject to the other
provisions of this Notice, including the
voting exclusions noted above).
7. In certain circumstances the Chairman
of the meeting will be taken to have
been appointed as the proxy of the
relevant shareholder in respect of the
meeting or the poll on that resolution
even if the shareholder has not
expressly appointed the Chairman
of the meeting as their proxy. This will
occur where:
• an appointment of a proxy specifies
the way the proxy is to vote on a
particular resolution; and
• the appointed proxy is not the
Chairman of the meeting; and
• at the meeting, a poll is called on
the resolution; and
• either of the following apply:
–if a record of attendance is made
for the AGM and the proxy is
not recorded as attending
–the proxy does not vote on the
resolution.
Corporate Representatives
A body corporate which is a shareholder,
or which has been appointed as a proxy,
may appoint an individual to act as its
representative at the meeting. Evidence
of the appointment of a corporate
representative must comply with Section
250D of the Corporations Act 2001 and be
lodged with the Company before the AGM.
Attorneys
A shareholder may appoint an attorney
to vote on their behalf. To be effective
for the meeting, the instrument effecting
the appointment (or a certified copy of it)
must be received by the deadline for the
receipt of proxy forms (see above), being
no later than 48 hours before the meeting.
Questions from Shareholders
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
at computershare.com.au/
virtualmeetingguide then follow the
instructions in the platform on how
to ask a question. Please note, only
shareholders 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 the Computershare
platform. The deadline for receipt of
questions to be considered at the AGM
is Thursday 19 September 2024.
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 Ltd
Postal Address
GPO Box 242, Melbourne VIC 3001
Street Address
Yarra Falls, 452 Johnston Street
Abbotsford VIC 3067
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 LimitedNotice of Annual General Meeting 2024
309319_01_V3
ABN 56 004 147 120
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
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.
For your proxy appointment to be effective it
must be received by 10.00am (AEST)
Tuesday 1 October 2024
You may elect to receive meeting-related
documents, or request a particular one, in
electronic or physical form and may elect
not to receive annual reports. To do so,
contact Computershare.
PARTICIPATING IN THE MEETING
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the
meeting you will need to provide the appropriate “Appointment of Corporate
Representative”. A form may be obtained from Computershare or online at
www.investorcentre.com under the help tab, “Printable Forms”.
XX
SRN/HIN: I9999999999
Control Number: 999999
PIN: 99999
AFI
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
*S00000112Q01*
309319_01_V3
I/We being a shareholder/s of AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED hereby appoint
the Chairman
of the meeting
OR
or failing the individual or body corporate named in relation to the meeting generally or in relation to a poll on a given resolution, or if no individual
or body corporate is named, the Chairman of the meeting, as my/our proxy to act generally at the meeting or in relation to a poll on the given
resolution (as applicable) on my/our behalf, including to vote in accordance with the following directions (or if no directions have been given, and
to the extent permitted by law, as the proxy sees 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 (AEST) on Thursday 3 October 2024
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.
AFI309319A
For
Against
Abstain
Item 2Adoption of Remuneration Report
Item 3Election of Director - Ms Katie Hudson
Item 4Election of Director - Mr Richard Murray
Item 5Re-election of Director - Mr Craig Drummond
Item 6Re-election of Director - Ms Julie Fahey
Item 7Re-election of Director - Mr Graeme Liebelt
Item 8Renewal of Proportional Takeover Provisions in the Constitution
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business, to the extent permitted by law. In exceptional
circumstances, the Chairman of the Meeting my change his/her voting intention on any resolution, in which case an ASX announcement will be
made.
I 9999999999 IND
XX
MR JOHN SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
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.