Australian Foundation Investment Company Limited logo

2024 Annual Reports and AGM Documentation

AGM28 August 2024AFIFinancials

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.