26 August 2013

The Manager ASX Market Announcements Australian Securities Exchange Exchange Centre Level 4 20 Bridge Street Sydney NSW 2000

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Electronic Lodgement

AMCIL Limited Statutory Annual Report, Annual Shareholder Review, Notice of Meeting and Proxy Form

Dear Sir / Madam

Please find attached the 2013 Statutory Annual Report, Annual Shareholder Review, Notice of Meeting and Proxy Form being sent to shareholders.

Yours faithfully

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Simon Pordage Company Secretary

Annual Report 2013 A FOCUSED PORTFOLIO OF AUSTRALIAN EQUITIES

The Company aims to provide shareholders with:

Attractive returns through strong capital growth in the portfolio over the medium to long term.

The generation of fully franked dividend income.

29 Notes to the Financial Statements
1 Directors’ Report
1 5 Year Summary
46 Directors’ Declaration
1 Year in Summary
47 Independent Audit Report
2 About the Company
49 Other Information
3 Review of Operations and Activities
49 Information about Shareholders
7 Top 20 Investments
50 Substantial Shareholders
8 Board and Management
51 Transactions in Securities
10 Remuneration Report
52 Holdings of Securities
13 Non-Audit Services
54 Major Transactions in the Investment Portfolio
14 Auditors’ Independence Declaration
55 Sub-Underwriting
15 Corporate Governance Statement
55 Share Capital Changes
56 Company Particulars
24 Financial Report
24 Income Statement
25 Statement of Comprehensive Income
26 Balance Sheet
27 Statement of Changes in Equity
28 Cash Flow Statement

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AMCIL Limited ABN 57 073 990 735

DIreCTOrS’ rePOrT

We are pleased to report to the shareholders of AMCIL Limited (‘AMCIL’ or ‘the Company’) in relation to the financial year to 30 June 2013 as follows.

5 Year SummarY
	2013	2012	2011	2010	2009
Proft after tax($million)	7.58	8.92	8.37	7.00	9.72
Net operatingresult after tax($million)	6.51	5.67	7.10	4.92	3.81
Investments at market value($million)(a)	172.10	152.92	147.85	131.51	84.39
Net operating proftper share(cents)	3.11	2.71	3.50	2.62	2.16
Dividendsper share(cents)	8(b)	2.5	3.5	2	2
Net asset backing (cents)(c)	90	77	78	70	60
Number of shareholders(30 June)	2,257	2,190	2,246	2,473	2,560

Notes

(a) Excludes cash.

(b) Includes special dividend of 5 cents per share. This was from taxable realised gains and is therefore equivalent to 7.1 cents attributable ‘LIC capital gain’.

(c) Net asset per share based on year-end data before the provision for the final (and special) 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.

Year IN SummarY

Profit for the Year $7.6m

Down 15.0% from 2012

total Portfolio returN total Portfolio +21.1% $191.5m Including cash s&P/asx 200 index +22.8% $159.7 million in 2012

Net oPeratiNg result

$6.5m

up 14.9% from 2012

total shareholDer returN

+23.6% share price plus dividends

fullY fraNkeD DiviDeND 3¢ Final 8¢ 5¢ Special Total 2.5 cents in 2012

MaNageMeNt exPeNse ratio

0.77%

0.84% in 2012

AMCIL Limited Annual Report 2013 1

abOuT The COmPaNY

AMCIL manages a concentrated portfolio comprising 30 to 40 stocks covering large and small companies in the Australian equity market. As a result, small companies by market size can have an equally important impact on portfolio returns as larger companies in the Australian market. The number of holdings in the portfolio will depend on-market conditions and investment opportunities. The selection of stocks in the portfolio is based on attractive valuations as well as the outlook for growth and the competitive structure of the industry.

Investing in the Company

As a listed investment company, the Company’s shares can be bought or sold through the Australian Securities Exchange (ASX) (ASX Code: AMH). The Company does not charge entry or exit fees when shareholders acquire or dispose of their holdings, although transaction costs will be borne when buying or selling through a stockbroker. There are no trailing commissions.

Transparency

The Company aims to provide shareholders with attractive returns through strong capital growth in the portfolio over the medium to long term together with the generation of fully franked dividend income.

Dividend Policy

Depending on the profit and/or realised gains, from year to year the dividends paid by the Company will maximise the distribution of franking credits. It would not be our normal practice to distribute realised capital gains unless franking credits have been generated. As a result, AMCIL’s dividends may vary over time.

We take an active approach to keeping shareholders informed about the Company’s activities and performance including yearly and half-yearly results announcements, regular shareholder briefings and access to all Company announcements, including monthly net tangible asset announcements, through the ASX and the Company’s website www.amcil.com.au

2 AMCIL Limited Annual Report 2013

revIew Of OPeraTIONS aND aCTIvITIeS

Profit and Dividend

Profit for the year was $7.6 million, down on last year’s result of $8.9 million. This was primarily due to differing movements in the market value of Hastings Diversified Utilities Fund in the respective years. The net operating result, which represents the income generated from the investment and trading portfolios, was $6.5 million, up from $5.7 million last year. The key reason for this increase was the positive contribution of $0.7 million from the trading portfolio compared with the negative contribution last year of $0.5 million.

In line with the Company’s dividend policy of maximising the distribution of available franking credits each year, AMCIL paid a final dividend of 3.0 cents per share fully franked and an additional special dividend of 5.0 cents per share fully franked. The special dividend is sourced from realised taxable gains from the portfolio during the year, including those from the sale of Hastings Diversified Utilities Fund and Australian Infrastructure Fund because of takeovers.

As the entire 5 cent special dividend is sourced from capital gains, on which the Company will pay tax, the amount of the pre-tax attributable gain, known as an ‘LIC capital gain’, is 7.1 cents. This enables some shareholders to claim a tax deduction in their tax return.

The total dividends for the year are 8 cents per share fully franked up from 2.5 cents last year. The dividend reinvestment plan has been reactivated with a 5 per cent discount.

The Portfolio

The Australian equity market delivered a very strong return over the 12 months to 30 June 2013 with the S&P/ASX 200 Accumulation Index return over this period up 22.8 per cent. This increase was assisted by the recovery in global equity markets during the period and by the push by investors into more defensive stocks particularly higher yielding equities as interest rates continued to decline over the year.

In this environment AMCIL’s portfolio benefitted from the performance of its holdings in the major banks, Brambles, Tox Free Solutions, REA Group and Telstra.

Figure 1: S&P/ASX 200 Price Index

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5,400
5,200
5,000
4,800
4,600
4,400
4,200
4,000
3,800
Index
Jul 10 Oct 10 Jan 11 Apr 11 Jul 11 Oct 11 Jan 12 Apr 12 Jul 12 Oct 12 Jan 13 Apr 13
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Figure 2: Portfolio return – per annum return to 30 June 2013

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22.8%
21.1%
22.8%
12.8%
9.2% 8.7%
2.9%
Return since
recapitalisation
1 year return 5 year return in January 2004
AMCIL return on capital S&P/ASX 200 Accumulation Index
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Portfolio Return for AMCIL is measured by the return on capital, which is the change in net asset backing plus reinvested dividends and adjusting for the additional cash received from the exercise of options since recapitalisation of the Company in January 2004.

The five year return of the portfolio to 30 June 2013, which reflects AMCIL’s medium to long term investment time frame, was 9.2 per cent per annum whereas the Index return was 2.9 per cent per annum.

AMCIL’s portfolio delivered a return of 21.1 per cent over the year. Shareholders will be aware that AMCIL has now recouped all of the capital gains tax losses that were carried forward at the time of recapitalisation and is now in a position where it pays tax on realised gains from the sale of holdings in the portfolio. Whilst this has had a dampening effect on the portfolio performance this year, these gains have generated a significant level of franking credits.

AMCIL Limited Annual Report 2013 3

revIew Of OPeraTIONS aND aCTIvITIeS continued

In addition to sales because of takeovers, AMCIL also responded to changes in the investment climate by exiting a number of positions including those in Bradken, Origin Energy and Mermaid Marine. Positions in Commonwealth Bank, Ansell, REA Group, Westpac and Transurban were also trimmed over the period.

As part of this rebalancing, new companies were added to the portfolio. These included Santos, Rio Tinto, Computershare, Brickworks and BigAir Group. Existing holdings added to included Oil Search, QBE Insurance, BHP Billiton, Brambles and National Australia Bank.

Details of the new companies added to the portfolio that may be less well known to shareholders are:

BigAir Group is a provider of fixed wireless broadband solutions for business and campus environments across Australia. The company has two businesses comprising fixed wireless (for small to medium sized businesses) and community broadband (the focus of this segment is currently in tertiary student accommodation).

Brickworks is a diversified group of companies that engages in the manufacturing and distribution of clay and concrete product, property development and its realisation, and investment. It operates in Australia and New Zealand. Brickworks also owns a large interest in associate Washington H Soul Pattinson (which is a diversified investor in basic commodities such as building products, coal, equities, telecommunications, financial services and pharmaceuticals in Australia).

Outlook

AMCIL has initiated a Share Purchase Plan which is due to close on 26 September 2013. This along with the dividend reinvestment plan will provide AMCIL with the necessary flexibility to pursue further opportunities as they arise. This will be particularly relevant as the Australian market is expected to continue its recent volatility as the economy adjusts to a slowdown of investment in the mining sector and the uncertainty about whether other sectors of the economy are in a position to pick up some of this slack given business and consumer confidence remains low.

Financial Condition

The Company’s financing consists predominantly of shareholders’ funds.

Likely Developments

The Company intends to continue its investment activities in future years as it has done since recapitalisation. The results of these investment activities depend upon the performance of the companies and securities in which we invest. Their performance in turn depends on many economic factors. These include economic growth rates, inflation, interest rates, exchange rates and taxation levels. There are also industry and company specific issues such as management competence, capital strength, industry economics and competitive behaviour.

The Directors do not believe it is possible or appropriate to make a prediction on the future course of markets or the performance of the Company’s investments. Accordingly, Directors do not provide a forecast of the likely results of our activities. However, the Company’s focus is on results over the medium to long term.

Dividends

Directors have declared a fully franked final dividend of 3.0 cents per share plus a fully franked special dividend of 5.0 cents per share, totalling 8.0 cents per share fully franked for the year (2.5 cents fully franked last year).

The dividend paid during the year ended 30 June 2013 was as follows:

$’000 Final dividend for the year ended 30 June 2012 of 2.5 cents per share fully franked at 30 per cent, paid on 28 August 2012 5,227

Purchases in the investment portfolio totalled $56.8 million for the financial year, whereas total sales were $66.7 million for the period.

4 AMCIL Limited Annual Report 2013

AMCIL Limited Annual Report 2013 5

revIew Of OPeraTIONS aND aCTIvITIeS continued

Listed Investment Company Capital Gains

Listed Investment Companies (LIC) which make capital gains upon which tax is payable on the sale of investments held for more than one year are able to attach to their dividends a 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 AMCIL 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 special dividend of 5.0 cents per share for the year ended 30 June 2013, it carries with it a 7.1 cents per share LIC capital gain attributable part. 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.

Events Since Balance Date

The Directors are not aware of any other matters or circumstance not otherwise disclosed in the Financial Report 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 affected by any material environmental regulations.

Rounding of Amounts

The Company is of the kind referred to in Class Order 98/100 (as amended) issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the Directors’ Report and Financial Report. Unless specifically stated otherwise, amounts in the Directors’ Report and Financial Report have been rounded off to the nearest thousand dollars in accordance with that Class Order.

Capital Changes

There were no changes to share capital during the year.

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.

6 AMCIL Limited Annual Report 2013

TOP 20 INveSTmeNTS As at 30 June 2013

Includes investments held in both the investment and trading portfolios.

valued at closing prices at 28 June 2013

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Total Value
$’000
1 Oil Search 13,742
2 BHP Billiton 10,744
3 Brambles 9,945
4 National Australia Bank 9,396
5 Commonwealth Bank of Australia 8,499
6 Tox Free Solutions 8,366
7 Santos 8,145
8 QBE Insurance Group 7,992
9 Australia & New Zealand Banking Group 7,145
10 Telstra Corporation 6,998
11 Westpac Banking Corporation 6,989
12 Transurban Group 6,659
13 AMP 5,860
14 Coca-Cola Amatil 5,529
15 Amcor 4,627
16 Rio Tinto 4,451
17 Tassal Group 4,413
18 Woodside Petroleum 3,606
19 ALS 3,353
20 Equity Trustees 3,347
Total 139,804
As a percentage of total portfolio (excludes cash) 81.2%
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AMCIL Limited Annual Report 2013 7

bOarD aND maNagemeNT

Directors

Bruce B Teele BSc, BCom (Melb). Chairman and Non-Executive Director. Chairman of the Investment Committee.

Mr Teele was elected to the Board in 2003 and appointed Chairman in 2004. He is also Chairman of Australian Foundation Investment Company Limited (AFIC) and Djerriwarrh Investments Limited. He was the Executive Chairman of the JBWere Group.

Ross E Barker BSc (Hons), MBA (Melb), F Fin. Managing Director. Member of the Investment Committee.

Mr Barker has been a Director of the Company since May 1996 and was appointed Managing Director in February 2001. He is also Managing Director of AFIC, Djerriwarrh Investments Limited and Mirrabooka Investments Limited. He is also a Director of Melbourne Business School Ltd and a member of the Financial Reporting Council.

Peter C Barnett FCPA. Independent Non-Executive Director. Chairman of the Audit Committee and Member of the Investment Committee.

Mr Barnett is a company Director who was appointed a Director in August 1996. He is a Director of Djerriwarrh Investments Limited. He is a former Director of Mayne Group Limited and Santos Limited and a former member of the advisory council of ABN Amro Australasia Limited.

Terrence A Campbell AO BCom (Melb). Independent Non-Executive Director. Member of the Investment Committee.

Mr Campbell has been a Director since May 1996. He was Chairman of the Company from February 2000 until February 2004. He is Senior Chairman of Goldman Sachs Australia and New Zealand (formerly Goldman Sachs JBWere) and Advisory Director of Goldman Sachs. Mr Campbell was formerly Chairman and Chief Executive of Goldman Sachs JBWere. He is also Chairman of Mirrabooka Investments Limited, Deputy Chairman of AFIC and a Director of Djerriwarrh Investments Limited.

Rupert Myer AM BCom (Hons) (Melb), MA (Cantab). Independent Non-Executive Director. Member of the Audit Committee and the Investment Committee.

Mr Myer is a company Director and was appointed a Director in January 2000. He is Chairman of the Australia Council for the Arts, Deputy Chairman of Myer Holdings Ltd and a Director of The Myer Foundation. Mr Myer was formerly a Director of Diversified United Investment Limited.

Richard B (Bob) Santamaria BCom, LLB (Hons) (Melb). Independent Non-Executive Director. Member of the Audit Committee and the Investment Committee.

Mr Santamaria was appointed a Director in August 1996. He is Director of ANZ Trustees Limited, Group General Counsel of Australia & New Zealand Banking Group Limited and was formerly a Partner and Executive Partner Corporate at the law firm Allens Arthur Robinson (now Allens).

Stan D M Wallis AC BCom (Melb). Independent Non-Executive Director. Member of the Investment Committee.

Mr Wallis has been a Director of the Company since March 2004. He is Chairman of SANE Australia and Deputy Chairman of Rubicon Systems (Holdings) Pty Ltd. He is a former Managing Director and Chairman of Amcor Limited. He was formerly the Chairman of AMP Limited, Santos Limited and Coles Myer Limited. He was also formerly a Director of AFIC.

8 AMCIL Limited Annual Report 2013

Senior Executives

Geoffrey N Driver B Ec, Grad Dip Finance. General Manager, Business Development and Investor Relations.

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 is a Director on the Board of Trust for Nature (Victoria).

R Mark Freeman BE, MBA, Grad Dip App Fin (Sec Inst), AMP (INSEAD). Chief Investment Officer.

Mr Freeman has been Chief Investment Officer since joining the Company in February 2007. Prior to this he was a Partner with Goldman Sachs JBWere where he spent 12 years advising the Investment Companies on their investment and dealing activities. He has a deep knowledge and experience of investments markets and of the Company’s approaches, policies and processes.

Simon M Pordage LLB (Hons), FCSA, FCIS, MAICD. Company Secretary.

Mr Pordage joined the Company in February 2009. He is a Chartered Secretary and has over 15 years company secretarial experience and was previously Deputy Company Secretary for Australia & New Zealand Banking Group Limited and prior to that was Head of Board Support for Barclays PLC in the UK. He is a Non-Executive Director of Chartered Secretaries Australia (CSA), Chairman of CSA’s National Legislation Review Committee and Deputy Chairman of CSA’s Victorian Council.

Andrew JB Porter MA (Hons) (St And), FCA. Chief Financial Officer.

Mr Porter joined the Company in January 2005. He is a Chartered Accountant and has had over 19 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 also a Non-Executive Director of the Royal Victorian Eye and Ear Hospital.

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 2013 and the numbers of meetings attended by each Director were:

the numbers of meetings attended by each Director were:	the numbers of meetings attended by each Director were:	the numbers of meetings attended by each Director were:
Board			Investment Committee		Audit Committee
	Eligible to Attend	Attended	Eligible to Attend	Attended	Eligible to Attend	Attended
BB Teele	12	12	18	18	-	-
RE Barker	12	12	18	17	-	2*
PC Barnett	12	11	18	16	2	2
TA Campbell	12	12	18	17	-	-
RH Myer	12	11	18	15	2	1
RB Santamaria	12	11	18	16	2	2
SDM Wallis	12	12	18	16	-	-

Attended meetings by invitation.

Retirement, Election and Continuation in Office of Directors

Mr RH Myer, having last been re-elected by shareholders at the 2010 Annual General Meeting (AGM), will retire and being eligible, will offer himself for re-election at the forthcoming 2013 AGM. Mr SDM Wallis, having last been re-elected by shareholders at the 2010 AGM, will retire from the Board at the conclusion of the 2013 AGM. Mr TA Campbell has also advised of his intention to retire from the Board at the conclusion of the 2013 AGM.

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.

AMCIL Limited Annual Report 2013 9

RemuneRation RepoRt

(a) Principles Used to Determine Nature and Amount of Remuneration

The constitution of AMCIL requires approval by the shareholders in general meeting of a maximum amount of remuneration to be allocated between Non-Executive Directors as they determine. In proposing the maximum amount for consideration in general meeting, and in determining the allocation, the Board takes account of the time demands made on Directors, together with such factors as the general level of fees paid to Australian corporate Directors. The amount of remuneration excludes amounts that were owing to them when the Directors’ retirement allowances were frozen at 31 December 2003. Shareholders approved an aggregate maximum amount of $600,000 for the remuneration of Directors at the AGM in October 2012.

Directors hold office until such time as they retire, resign or are removed from office under the terms set out in the constitution of the Company.

Non-Executive Directors do not receive any performance-based remuneration.

Mr Barker serves as Managing Director of AMCIL pursuant to an agreement with Australian Investment Company Services (‘AICS’). The fees to which he was entitled as a Director of the Company for the year ended 30 June 2012 were paid directly to AICS pursuant to his remuneration arrangements with them. No such fees are due with effect from 1 July 2012 as they have been included in the amounts charged by AICS. Also as part of these remuneration arrangements with AICS, Mr Barker receives an ‘at risk’ component, which is based on performance, as do other Executives and the Investment Team. The performance criteria include quantitative and qualitative assessments which include, amongst other things, the services that they have provided to AMCIL and for which AICS is paid.

The Directors and the Company have agreed to freeze Directors’ retirement benefits at the 31 December 2003 level. This frozen amount will be paid to the respective Directors when they ultimately retire, without further adjustment. The Company continues to pay SGC contributions on Directors’ fees.

10 AMCIL Limited Annual Report 2013

(b) Remuneration of Directors

Directors of the Company determine the fees of Directors within the aggregate limit established by shareholders in general meeting.

Details of the nature and amounts of each Director’s remuneration in respect of the year to 30 June 2013 were as follows:

	Short Term	Post Employment
	Fee/Base Salary	Superannuation	Total Remuneration
	$	$	$
BB Teele: Chairman (Non-Executive)
2013	105,000	5,000	110,000
2012	95,413	8,587	104,000
RE Barker: Managing Director (Executive)*
2013	-	-	-
2012	47,706	4,294	52,000
PC Barnett: Director (Non-Executive)
2013	50,459	4,541	55,000
2012	47,706	4,294	52,000
TA Campbell: Director (Non-Executive)
2013	55,000	-	55,000
2012	47,706	4,294	52,000
RH Myer: Director (Non-Executive)
2013	50,459	4,541	55,000
2012	47,706	4,294	52,000
RB Santamaria: Director (Non-Executive)
2013	50,459	4,541	55,000
2012	47,706	4,294	52,000
SDM Wallis: Director (Non-Executive)
2013	50,459	4,541	55,000
2012	47,706	4,294	52,000
Total Remuneration: Directors
2013	361,836	23,164	385,000
2012	381,649	34,351	416,000

Director’s fees for RE Barker for the year ended 30 June 2012 were paid across to AICS as part of his employment arrangements.

AMCIL Limited Annual Report 2013 11

RemuneRation RepoRt continued

(c) Directors’ Retirement Allowances

The Board proposed and shareholders approved at the 2004 AGM discontinuing the practice of paying Directors’ retirement allowances.

The Director’s retirement allowance provided in past years was equal to the total emoluments that the Director received in the three years immediately preceding retirement, where a Director had held office for five or more years and a proportionate part for less than five years’ service.

For relevant Directors’ in office at 31 December 2003, the amounts accrued as at that date will be paid to them upon their ultimate retirement. No further accruals of Directors’ retiring allowances will be made after 31 December 2003. New Directors appointed to the Company, including Mr Wallis who was appointed on 24 March 2004 and Mr Teele who was re-appointed on 19 December 2003, will not be entitled to any Directors’ retirement allowance.

The amounts payable to the respective current Directors who were in office at 31 December 2003, which will be paid when they retire, are set out below. These amounts were expensed in prior years as the retirement allowances accrued. With the exception of TA Campbell, it is not expected that any of these Directors will retire within the next 12 months.

	Amount Payable on Retirement
	$
RE Barker	87,000
PC Barnett	87,000
TA Campbell	174,000
RH Myer	68,150
RB Santamaria	87,000
	503,150

Holdings of Securities Issued by the Company

As at the date of this report, Directors and Executives who hold shares issued by the Company for their own benefit or who have an interest in holdings in the name of another party, and the total number of such securities, are as follows:

	Balance at	Net	Balance at
2013	1 July2012	Changes	24 July2013
BB Teele	34,400,833	(289,588)	34,111,245
RE Barker	4,408,504	5,000	4,413,504
PC Barnett	573,789	-	573,789
TA Campbell	4,895,811	-	4,895,811
RH Myer	636,155	-	636,155
RB Santamaria	245,008	-	245,008
SDM Wallis	2,240,677	-	2,240,677
RM Freeman	466,245	27,500	493,745
GN Driver	192,815	2,075	194,890
SM Pordage	-	1,467	1,467
AJB Porter	-	2,701	2,701

It is the Company’s policy that no AMCIL shares owned by Directors or Executives are held subject to margin loans.

(d) Executives

The Company has five Executives, RE Barker, Managing Director, GN Driver, General Manager – Business Development and Investor Relations, RM Freeman, Chief Investment Officer, AJB Porter, Chief Financial Officer and SM Pordage who is Company Secretary (2011: five Executives). No remuneration is paid to the Executives as their services are provided pursuant to the arrangements with AICS outlined in the Notes to the Financial Statements.

12 AMCIL Limited Annual Report 2013

non-audit SeRviceS

Details of non-audit services performed by the auditors may be found in Note 24 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 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 Auditors’ Independence Declaration is set out on page 14.

This report in relation to the financial year to 30 June 2013 is presented by the Directors of the Company in accordance with a resolution of Directors.

Bruce Teele Chairman

Melbourne 24 July 2013

AMCIL Limited Annual Report 2013 13

auditoR’S independence declaRation

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14 AMCIL Limited Annual Report 2013

coRpoRate GoveRnance Statement

The Board of AMCIL is committed to having high standards of ethical behaviour and to having an effective system of corporate governance commensurate with the size of the Company and the scope of its business operations.

In accordance with ASX Listing Rule 4.10.3, set out below are the ASX Corporate Governance Council’s eight principles of corporate governance (ASX Governance Principles) and outlined accordingly is how the Board has applied each principle and the recommendations set out within them. A full copy of the ASX Governance Principles and the underlying recommendations can be found on the ASX’s website.

The Company is fully supportive of the ‘if not, why not’ disclosure based approach to governance adopted by the ASX Governance Principles and the recognition within them that there is no single model of corporate governance and that good corporate governance practice is not restricted to adopting the recommendations contained in the ASX Governance Principles.

There are a small number of recommendations made in the ASX Governance Principles that the Board, following careful consideration, has not adopted. Full details of these, together with an explanation of why an alternative and more appropriate approach has been taken by the Board, are set out in the following statement.

Principle 1: Laying Solid Foundations for Management and Oversight

Compliance with the first Principle requires the Company to establish and disclose the respective roles and responsibilities of both the Board and Management.

Role of the Board

The Corporate Objective of the Company, as determined by the Board, is to provide shareholders with attractive returns through strong capital growth in the portfolio over the medium to long term together with the generation of fully franked dividend income.

The role of the Board underpins and supports the Corporate Objective of the Company. The Board generally sets objectives and goals for the operation of the Company, oversees the Company’s management, regularly reviews the Company’s performance and monitors its affairs in the best interests of the Company. For these responsibilities, the Board is accountable to its shareholders as owners of the Company.

The Board operates under a Board charter, available on the Company’s website, which documents the role of the Board outlined above and the matters that the Board has reserved to itself. Those matters include:

setting the Corporate Objective of the Company and approving business strategies and plans of the Company designed to meet that objective;
approving the expense budget at least annually;
approving changes to the Company’s capital structure and dividend policy;
appointing and removing the CEO/Managing Director and carrying out succession planning for the CEO/Managing Director as applicable;
approving the Company’s risk appetite; and
reviewing the performance of management and the Company, including in relation to the risk management, internal controls and compliance systems adopted by the Company and the monitoring and review of the performance of Australian Investment Company Services Limited (AICS) in relation to the services that AICS provides the Company.

The Directors meet formally as a Board normally monthly and the Non-Executive Directors meet regularly in the absence of the Managing Director and members of management.

Delegation to Board Committees

The Board has established the following principal Board Committees to assist the Board in exercising its authority:

Investment Committee; and
Audit Committee.

Each Board Committee operates under a formal charter that is made publicly available on the Company’s website. The role and work of the Audit Committee is outlined under Principle 4, on page 20 and Principle 7, on page 21.

AMCIL Limited Annual Report 2013 15

coRpoRate GoveRnance Statement continued

The general role of the Investment Committee, whose membership currently comprises each of the Directors, is to review investment decisions to support the Company’s Corporate Objective. In doing this, the Committee:

reviews investment decisions to maintain the investment and trading portfolios;
makes decisions in relation to other portfolio related activities including voting instructions and lodgement of proxies in respect of general meetings of companies in which the Company has invested;
receives reports from management on portfolio matters, including portfolio performance, transaction reports, portfolio position reports and performance attribution analysis; and
receives reports and recommendations in relation to the review and analysis of companies/securities in which the Company is able to invest, or has invested.

The Committee also plays an important role in the oversight of investment risk, which is set out under Principle 7 on page 22.

The number of Board and Board Committee meetings held during the year and attendance by Directors are set out on page 9.

Delegation to Management

The Company has entered into an agreement with AICS to provide a comprehensive range of management, finance, marketing/business development and securities/stock market services to the Company under the leadership of the Managing Director, including the day-to-day maintenance of the portfolios and associated research. The Managing Director is responsible to the Company for the performance of those services and the Board acts in close consultation and cooperation with AICS in relation to the provision of services by AICS to the Company. AICS is paid a fee based on its costs in providing these services.

The Board believes that the Company is fully compliant with Principle 1. As set out above, the Board reviews the performance of AICS, under the leadership of the Managing Director, in providing services to the Company. More details regarding the oversight of AICS can be found below under Operational Risk on page 22. Separate evaluations of the performance of individual Senior Executives are carried out by AICS.

Principle 2: Structuring the Board to Add Value

Compliance with this Principle requires the Company to have a Board of effective composition, size and commitment to adequately discharge its responsibilities and duties.

The Board

The Board is comprised of a Non-Executive Chairman (BB Teele), Managing Director (RE Barker) and five Non-Executive Directors (PC Barnett, TA Campbell, RH Myer, RB Santamaria, and SDM Wallis), all of whom have a personal financial interest in the Company. The Directors’ Report on page 8 sets out the details of the skills, experience, and expertise of each Director.

The roles of the Chairman and Managing Director are separate. The role of the Managing Director is set out under Principle 1, above. The role of the Chairman is set out in the Board charter, and includes being responsible for:

the business of the Board, taking into account the issues and the concerns of all Directors and the requirements of the Board charter;
the leadership and conduct of Board and Company meetings to be in accordance with the agreed agenda, the Company’s Corporate Objective and Principles of Conduct (described under Principle 3, below); and
encouraging active engagement by Directors and an open and constructive relationship between the Board and the Managing Director and Senior Executives.

The Chairman also has the authority to act and speak for the Board between meetings, subject to any agreed consultation processes.

To assist Directors to fully meet their responsibilities to bring an independent view to matters coming before them, the Board has agreed upon a procedure in appropriate situations for Directors to take independent professional advice, at the expense of the Company, after advising the Chairman of their intention to do so. This is in relation to carrying out their duties as members of the Board and members of Board Committees.

All Directors have entered into an agreement with the Company covering the terms of their appointment, access to documents, Director’s indemnity against liability, and Directors’ and Officers’ insurance.

Each Director of the Company is encouraged to have, and each Director has, a meaningful financial interest in the Company. In this way, the Directors participate in improving shareholder value on the same basis as all other shareholders.

16 AMCIL Limited Annual Report 2013

Appointment and Re-election

Details of the term of office held by each Director in office as at the date of this report are as follows:

BB Teele	– 10 years
RE Barker	– 17 years
PC Barnett	– 17 years
TA Campbell	– 17 years
RH Myer	– 13 years
RB Santamaria	– 17 years
SDM Wallis	– 9 years

Due to the size of the Company, the Board has not established a formal Nomination Committee and the functions of a Nomination Committee, including reviewing Board and Committee composition and reviewing potential Board candidates, are undertaken by the full Board, led by the Chairman.

The Company is a long term investor. When looking at the Board’s composition, continuity on the Board and a Director’s experience of the Company and the market it operates in through different economic cycles are important factors that are considered. The Board’s approach to diversity, including the mix of skills and diversity the Board is looking for in its own membership is discussed under Principle 3, below.

The performance of the Board, its Committees and individual Directors is the subject of continuous oversight by the Chairman and the Board as a whole. As set out under Principle 1 above (page 15), the Non-Executive Directors meet regularly in the absence of the Managing Director and Management and discuss such issues in that forum. In addition, during the year the Chairman has met with each Non-Executive Director individually to discuss issues including performance and discussed with each Director the effectiveness of the Board, Board Committees and individual Directors with the intention of providing mutual feedback. To assist him with those meetings, the Chairman was provided with objective information about each Director and a guide for discussion to ensure consistency.

The Company’s constitution provides that each Non-Executive Director must seek re-election by shareholders at least every three years if they wish to remain a Director. Any new Non-Executive Director appointed by the Board must seek election by shareholders at the next Annual General Meeting of the Company. This approach is consistent with the ASX Listing Rules.

Independence

The Board reviews the independence of each of the Directors (excluding the Managing Director) on an annual basis, taking into account the factors set out in box 2.1 of the ASX Governance Principles, including situations where an individual Director may be a partner in, controlling shareholder of, or Executive of, an entity which has a material commercial relationship with the Company.

In looking at such relationships, the Board has set an initial materiality threshold of $500,000 and this threshold is reviewed annually by the Board.

BB Teele, the Chairman, was a Director of the Company from the original commencement of activities in 1996 up to February 2000 and again since December 2003. He and his related interests together have a substantial shareholding in the Company (currently 16.31 per cent) and therefore he is not considered to be an independent Director. As AMCIL is a listed investment company and is a long term investor, it is of great assistance to have a Chairman with a depth of experience and skills in the securities industry and who is also involved in the investment decisions of the Company. Accordingly, an independent Chairman is not regarded as necessary.

Mr Barnett and Mr Campbell are both Non-Executive Directors of Djerriwarrh Investments Limited (DJW), a substantial shareholder owning 5.07 per cent of the Company. The Board has considered this relationship and looking at all the circumstances, including the size of the substantial holding in the Company by DJW, that Messrs Barnett and Campbell are independent Non-Executive Directors of DJW, and the procedures both companies have in place to manage conflicts of interest, the Board has determined that they remain independent.

The remaining Non-Executive Directors, being RH Myer, RB Santamaria and SDM Wallis, are also regarded as independent.

Accordingly, the Board consists of a majority of independent Non-Executive Directors.

The Board believes that the Company is fully compliant with Principle 2, but that for the reasons stated above, it does not consider it appropriate to follow the recommendations that the Chairman should be an independent Director and that a separate Nomination Committee be established.

AMCIL Limited Annual Report 2013 17

coRpoRate GoveRnance Statement continued

Principle 3: Promotion of Ethical and Responsible Decision-making

Compliance with this Principle requires that the Company should actively promote ethical and responsible decision-making. The Board and Senior Executives are committed to maintaining the highest standards of integrity and seek to ensure the Company’s activities are undertaken with efficiency, honesty and fairness. The Company also maintains a high level of transparency regarding its actions consistent with the need to maintain the confidentiality of commercial-in-confidence material and, where appropriate, to protect the shareholders’ interests.

The Company has a Securities Dealing Policy, Corporate Principles of Conduct for Directors and Senior Executives and a Diversity Policy which are available on the Company’s website.

Securities Dealing Policy

Under the policy, Directors and Senior Executives are prohibited from dealing in the Company’s securities from the close of business on the last business day of the Company’s half and full financial year up to and including the calendar day after the Company’s announcement of its financial results; and the opening of business on the last business day of each month up to and including the calendar day after the monthly net tangible asset per share announcement.

In addition, they must not deal in the Company’s securities for short term purposes, must not engage in short-selling of the Company’s securities, and are prohibited from using the Company’s securities as security for margin lending arrangements or other loans. They must also use their best endeavours to ensure they are not put in a position of conflict with the policy by virtue of having margin or other loans over other securities.

Compliance with the policy is a condition of the appointment of each Senior Executive with the Company and a condition of their employment with AICS.

Corporate Principles of Conduct

The Company has adopted Corporate Principles of Conduct which outline ethical standards to be followed by Directors and Senior Executives of AMCIL when carrying out their responsibilities with a view to the Company achieving its aims.

Under the Principles, Directors and Senior Executives will:

conduct business in good faith in the best interests of the Company with efficiency, honesty and fairness;
perform their duties with the utmost integrity and the standard of care and diligence expected of an organisation of the highest calibre;
treat others with dignity and respect; and
not engage in conduct likely to have an adverse effect on the reputation of the Company.

The Corporate Principles of Conduct also set out details of how conflicts of interest should be avoided. The Company’s Directors and employees must disclose to the Company any material personal interest that they or any associate may have in a matter that relates to the affairs of the Company.

Where a conflict of interest may arise, full disclosure by all interested persons must be made and appropriate arrangements followed, such that interested persons are not included in making the relevant decisions and discussions.

AICS has its own comprehensive Principles of Conduct in place that covers the behaviours and actions of its employees.

Compliance with those Principles is a condition of the appointment of each Senior Executive with the Company and a condition of their employment with AICS.

18 AMCIL Limited Annual Report 2013

Diversity

The Board recognises that having a diverse Board will assist it in effectively carrying out its role in meeting the Company’s Corporate Objective.

The Board views diversity as including, but not being limited to, skills, qualifications, experience, gender, race, age, disability, ethnicity and cultural background.

The Board has established a Board Diversity Policy that is available on the Company’s website.

The Company has a number of characteristics that have an important influence on how the Board deals with Board and organisational diversity:

As the Company is a long term shareholder, it is beneficial to have Directors who serve for a long period of time, experiencing different economic and business cycles.
As management, financial, business development/marketing and securities/stock market services are provided to the Company by AICS, the Company has no employees.
Senior Executives of the Company are the Senior Executives of AICS. AICS is responsible for, and best placed to determine, its own employment practices. However, the Company has in place processes to monitor the performance of AICS.

As such, the policy is limited to Board diversity.

The Board has determined that, in terms of the mix of skills and diversity it is looking for in its own membership, it is best served by having a mix of individuals with deep expertise and a breadth of experience in the following areas:

leading and managing successful corporations, at both Executive and Board level;
advising successful corporations (including legal and accounting advice);
the investment industry; and
organisations with diverse governance and regulatory regimes (including charities, not for profits, private companies and international organisations).

When the Board is looking for an additional member, the overarching priority will be to appoint an individual who will provide the Company with the best opportunity to meet its Corporate Objective.

Under the policy, the Board has set as an objective to embed gender diversity as an active consideration in succession planning for all Board positions. No new Director was appointed during the financial year.

The Board has seven Directors, all male, including the Managing Director provided by AICS. The Company has four other Senior Executives, provided by AICS, who are all male.

Whistleblower Protection Policy

The Company also has in place a Whistleblower Protection Policy that establishes a formal framework within which individuals are able, in a secure way, to express their genuine concerns about unlawful behaviour or breaches of policy, free from the threat of victimisation or reprisal and on the understanding that their concerns will be investigated and that, where appropriate, action will be taken to redress the situation.

Any individual making a report in good faith under the policy will be protected by AMCIL from any victimisation, including harassment, reprisals, discrimination or other form of detriment, as a result of making such a report. AICS also has the same policy in place covering their employees.

The Board believes that the Company is fully compliant with Principle 3 and its recommendations.

AMCIL Limited Annual Report 2013 19

coRpoRate GoveRnance Statement continued

Principle 4: Safeguarding Integrity in Financial Reporting

Compliance with this Principle requires that the Company has a structure to independently verify and safeguard the integrity of the Company’s financial reporting.

Audit Committee

The Company has established an Audit Committee which comprises three members, all of whom are independent Directors: PC Barnett (Chairman), RH Myer and RB Santamaria. Details of their qualifications and number of meetings attended are set out in the Directors’ Report on pages 8 and 9.

All members of the Audit Committee have the requisite financial experience and understanding to effectively discharge the Committee’s responsibilities under its charter. In addition, the Chairman of the Committee is a Fellow of CPA Australia and as such has relevant experience and qualifications, but has no responsibilities additional to those of other members of the Audit Committee other than being Chairman of the Committee.

The Audit Committee normally meets three times a year and is responsible for reviewing:

the Company’s accounting policies;
the content of financial statements;
issues relating to the controls applied to the Company’s activities;
the conduct, effectiveness and independence of the external audit;
risk management and related issues; and
compliance issues.

The role of the Audit Committee in respect to its oversight of risk management and related issues is set out under Principle 7, on page 21.

Written Affirmations

The Board has received from the Managing Director and the Chief Financial Officer written affirmations concerning the Company’s financial statements as set out in the Directors’ Declaration on page 46, pursuant to the Corporations Act 2001 .

External Audit

The Company has a process to ensure the independence and competence of the Company’s external auditors, and includes the Audit Committee reviewing any non-audit work to ensure that it does not conflict with audit independence. Policies relating to rotating external audit engagement partners are set by the external audit firm in accordance with the Corporations Act and international best practice requirements. In the event that the Company decides to change the external auditors, it would enter into a competitive tender.

Details of non-audit services provided by the external auditor are set out on page 43. The Audit Committee meets regularly with the external auditor in the absence of management.

The Board believes that the Company is fully compliant with Principle 4 and its recommendations.

Principle 5: Timely and Balanced Disclosure

Compliance with this Principle requires that the Company promotes timely and balanced disclosure of all material matters concerning the Company.

As a listed entity, the Company has an obligation under the ASX Listing Rules to maintain an informed market in its securities.

Accordingly, the Company keeps the market advised of all information required to be disclosed under the Listing Rules, which the Company believes would or may have a material effect on the price or value of the Company’s securities.

The Company has a written policy and procedures designed to ensure compliance with the ASX Listing Rules and the Corporations Act disclosure requirements and to ensure accountability at a senior management level for that compliance. The policy is publicly available on the Company’s website.

The Board believes that the Company is fully compliant with Principle 5 and its recommendations.

20 AMCIL Limited Annual Report 2013

Principle 6: Respecting the Rights of Shareholders

Compliance with this Principle requires that the Company respects the rights of shareholders and facilitates the effective exercise of those rights. The Company is owned by its shareholders and the Board’s primary responsibility to them is to do its utmost to meet the Company’s objectives and so increase the Company’s value for all shareholders. The Board’s policy is to maintain active communication with shareholders as owners of the Company.

In addition to communicating to shareholders via the Annual and Half-Yearly Reports, the Company holds an Annual General Meeting of shareholders to fulfil statutory requirements, to provide shareholders with the opportunity to meet with representatives of the Board and Management, to learn more about the Company’s activities and, particularly, to provide an opportunity to question the Board and Management about any aspect of the Company’s activities.

In addition to the Annual General Meeting, the Company holds non-statutory shareholder information meetings in major cities around Australia, which provides shareholders around the country with a further opportunity to interact more informally with representatives of the Board and Management. During the financial year, the Company held such meetings in Melbourne, Sydney, Adelaide, Canberra and Brisbane.

A comprehensive website is also maintained by the Company on which all ASX announcements, Annual Reports, Half-Yearly Reports, details of corporate governance practices, presentations to shareholders, and related material are posted and available for shareholders and investors.

The Board believes that the Company is fully compliant with Principle 6 and its recommendations.

Principle 7: Recognising and Managing Risk

Compliance with this Principle requires that the Board establishes a sound system of risk oversight and management and internal control.

The Company has established and maintains a sound system of risk oversight, management and internal control. The Risk Management Framework adopted by the Company is available on the Company’s website.

The framework has been developed to take into account the principles and guidelines outlined in AS/NZS ISO 31000: 2009 Risk Management – Principles and Guidelines. This approach involves establishing the context in which it operates, identifying the risks, analysing those risks, evaluating the risks, treating the risks where appropriate and monitoring, reviewing and reporting risks and the overall performance of the framework.

This process is underpinned through regular communication and consultation with key business stakeholders. AMCIL has a conservative risk appetite whilst accepting that the nature of investing in equities and other securities carries an inherent market risk. The framework forms the basis for embedding enterprise risk management within the culture of the organisation and is appropriate for the size and complexity of the Company.

The objectives of it are to:

enable the Company to meet its obligations and objectives efficiently and reliably;
increase the likelihood that the Company will be successful in its business operations by mitigating potentially damaging events occurring (e.g. operational risk) and maximising the results of positive events (e.g. financial position, investment strategies, etc.), through the implementation of risk management strategies;
provide decision-makers with the means to identify risks and to determine whether the controls in place are adequate to mitigate those risks;
provide a mechanism to assess the levels of risk that can be accepted;
ensure that the application of risk management practices is understood by the agents, employees, officers and Directors of the Company; and a strong risk culture is well entrenched; and
reduce the consequence and/or likelihood of potentially damaging events by regular reviews of investments and investment strategies or by transferring the impact of potentially damaging events to third parties (e.g. by insurance and contractual arrangements) for outsourced arrangements, where appropriate.

The Board is assisted in its risk management activities by the Audit Committee and coordination of risk management activities is done by the Chief Financial Officer, who reports to the Audit Committee on such matters. The framework is reviewed on an annual basis.

AMCIL Limited Annual Report 2013 21

coRpoRate GoveRnance Statement continued

There are two main areas of risk that have been identified:

investment risk; and
operational risk.

Investment Risk

Investment risk includes:

market risk;
credit, counter-party and settlement risk;
liquidity risk; and
reputational risk (insofar as it relates to the investments that the Company enters into).

The Investment Committee is primarily responsible for dealing with issues arising from investment risk and has delegated day-to-day management of the portfolios to an experienced investment team provided by AICS. All decisions of the team are reviewed, discussed and where necessary, ratified by the Committee. By its nature as a listed investment company, the Company will always carry investment risk because it must invest its capital in securities which are not risk free. However, the Company seeks to reduce this investment risk by a policy of diversification of investments across industries and companies operating in various sectors of the market.

Operational Risk

The Company’s management is primarily responsible for recognising and managing operational risk issues such as legal and regulatory risk, systems and process risk, human resource risk, reputational risk (insofar as it relates to the operations of the Company), disaster recovery and occupational health and safety risk. This is in the context that most of AMCIL’s administrative functions have been outsourced to AICS using its systems and staff. Accordingly, risk issues associated with these activities are handled in accordance with the policies and procedures adopted by AICS for dealing with them. The Audit Committee has specific oversight of management’s role in identifying and responding to risk issues.

The Company has received a report from AICS outlining the control objectives for AICS and the specific policies and procedures established to meet these procedures. These policies include management oversight, segregation of duties, multiple sign-offs and specific authorisation levels. AICS has stated that these have been in place throughout the period, and have been effective in meeting the control objectives. This statement and verification have been confirmed by AICS’s internal auditors, Ernst & Young, under the requirements of Auditing Standard 810. In addition, the Chairman of AMCIL’s Audit Committee is invited to attend meetings of the AICS Risk Management, Audit and Remuneration Committee and receives copies of all papers.

Written Affirmations

The Board has received from the Managing Director and the Chief Financial Officer written affirmation that, to the best of their knowledge and belief, the integrity of the financial statements is founded on a sound system of risk management and internal compliance and control, which implements the policies adopted by the Board and that the Company’s risk management and internal compliance and control system are operating efficiently and effectively in all material respects insofar as they relate to the financial reporting risks.

The Audit Committee and the Board have also received reports from the Senior Executives as to the effectiveness of Company’s management of its material business risks, whilst noting that the Company, as a listed investment company, actively takes on appropriate levels of risk as part of its investment activities.

The Board believes that the Company is fully compliant with Principle 7 and its recommendations.

22 AMCIL Limited Annual Report 2013

Principle 8: Remunerating Fairly and Responsibly

Compliance with this Principle requires that the level and composition of remuneration be sufficient and reasonable and that its relationship to corporate and individual performance be defined.

The Board does not have a separate Remuneration Committee. The Board deals with matters relating to the remuneration of Directors itself and a separate Remuneration Committee is not regarded as necessary. The Company has no employees as AMCIL’s administrative functions have been outsourced to AICS using its systems and staff. The Senior Executives of the Company are paid directly by AICS, their employer.

Non-Executive Directors do not receive any performance-based remuneration.

RE Barker serves as Managing Director of AMCIL pursuant to an agreement with AICS. The cost relating to the provision of Mr Barker as Managing Director of the Company by AICS is now fully covered by the general management fee charged by AICS.

As part of their remuneration arrangements with AICS, the Managing Director, Senior Executives and Investment Team receive an ‘at risk’ component determined by AICS which is based on performance. The performance criteria include quantitative and qualitative assessments which include, among other things, the services that they have provided to AMCIL and for which AICS is paid.

Further information on Directors’ and Senior Executives’ remuneration is set out in the Remuneration Report on pages 10 to 12.

The Board believes that the Company is fully compliant with Principle 8 but that, for the reasons given above, it is not appropriate for the Company to follow the recommendation that a separate Remuneration Committee be established. In addition, as the Company does not have any equity-based remuneration schemes, there is no need to have a policy around prohibiting the hedging of risk over unvested entitlements in such schemes.

AMCIL Limited Annual Report 2013 23

Financial RepoRt

income Statement

For the year ended 30 June 2013

		2013	2012
	Note	$’000	$’000
Dividends and distributions		6,961	7,101
Revenue from deposits and bank bills		361	433
Other revenue		11	7
Total revenue		7,333	7,541
Net gains/(losses) on trading portfolio		651	(531)
Income from options written portfolio	12	48	-
Income from operating activities		8,032	7,010
Finance costs		(73)	(73)
Administration expenses		(1,380)	(1,334)
Operating result before income tax expense	4	6,579	5,603
Income tax credit/(expense)*	5	(71)	63
Net operating result for the year		6,508	5,666
Net gains/(losses) on investments
Net gains on puttable instruments		1,537	4,651
Tax on netgains/(losses)onputtable instruments*	5	(461)	(1,395)
		1,076	3,256
Proft for theyear		7,584	8,922
		Cents	Cents
Basic earningsper share	21	3.63	4.27
		2013	2012
		$’000	$’000
* Total tax expense	5	532	1,332

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

24 AMCIL Limited Annual Report 2013

Statement oF compReHenSive income

For the year ended 30 June 2013

		Year to 30 June 2013			Year to 30 June 2012
	Revenue	Capital	Total	Revenue	Capital	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Proft for the Year	6,508	1,076	7,584	5,666	3,256	8,922
Other comprehensive income
Unrealised gains/(losses) for the period
on securities in the portfolio at 30 June	-	22,702	22,702	-	(2,772)	(2,772)
Deferred tax expense on above	-	(7,020)	(7,020)	-	1,074	1,074
Realised gains/(losses) for the period
on securities	-	7,525	7,525	-	(1,553)	(1,553)
Tax expense on above	-	(2,327)	(2,327)	-	-	-
Total other comprehensive income1,3	-	20,880	20,880	-	(3,251)	(3,251)
Total comprehensive income 2	6,508	21,956	28,464	5,666	5	5,671

These are the net capital gains/(losses) not recorded through the Income Statement. Capital includes the unrealised gains or losses on open options positions.
This is the Company’s net return for the year, which includes the net operating result plus the net realised and unrealised gains or losses on the Company’s investment portfolio and net gains/losses on open options positions.
Total tax movement in other comprehensive income – 2013: $(9.3) million; 2012: $1.1 million.

Note that none of the items included in other comprehensive Income will be recycled through the Income Statement.

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

AMCIL Limited Annual Report 2013 25

Balance SHeet

As at 30 June 2013

		2013	2012
	Note	$’000	$’000
Current assets
Cash	6	19,419	6,827
Receivables	7	2,887	1,414
Trading portfolio	8	-	2,655
Total current assets		22,306	10,896
Non-current assets
Investment portfolio	9	172,104	150,262
Deferred tax assets	10	121	208
Total non-current assets		172,225	150,470

Total assets		194,531	161,366
Current liabilities
Payables	11	520	527
Taxpayable		5,278	100
Total current liabilities		5,798	627
Non-current liabilities
Deferred tax liabilities – investmentportfolio	13	11,068	6,311
Total non-current liabilities		11,068	6,311

Total liabilities		16,866	6,938
Net assets		177,665	154,428
Shareholders’ equity
Share capital	14	129,377	129,377
Revaluation reserve	16	21,446	16,209
Realised capital gains reserve	17	13,430	-
Retainedprofts	18	13,412	8,842
Total shareholders’ equity		177,665	154,428

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

26 AMCIL Limited Annual Report 2013

Statement oF cHanGeS in eQuitY For the year ended 30 June 2013

				Realised
		Share	Revaluation	Capital Gains	Retained
		Capital	Reserve	Reserve	Profts	Total
Year Ended 30 June 2013	Note	$’000	$’000	$’000	$’000	$’000
Total equity at the beginning of the year		129,377	16,209	-	8,842	154,428
Dividendspaid	20	-	-		(5,227)	(5,227)
Total transactions with shareholders		-	-	-	(5,227)	(5,227)
Proft for the year		-	1,076	-	6,508	7,584
Other comprehensive Income (net of tax)
Net unrealised gains for the period for
stocks held at 30 June		-	15,682	-	-	15,682
Net gains for the period on securities realised		-	5,198	-	-	5,198
Transfer to retained profts of cumulative
gains on investments realised		-	(3,289)	-	3,289	-
Transfer to realised capital gains reserve of
cumulative taxable gains on investments
realised (after brought forward losses
utilised)		-	(13,430)	13,430	-	-
Other comprehensive income for theyear		-	4,161	13,430	3,289	20,880

Total equityat the end of theyear		129,377	21,446	13,430	13,412	177,665
			Share	Revaluation	Retained
			Capital	Reserve	Profts	Total
Year Ended 30 June 2012		Note	$’000	$’000	$’000	$’000
Total equity at the beginning of the year			129,377	17,224	9,474	156,075
Dividendspaid		20	-	-	(7,318)	(7,318)
Total transactions with shareholders			-	-	(7,318)	(7,318)
Proft for the year			-	3,256	5,666	8,922
Other comprehensive income (net of tax)
Net unrealised losses for the period for stocks
held at 30 June			-	(1,698)	-	(1,698)
Net losses for the period on securities realised			-	(1,553)	-	(1,553)
Transfer to retained profts of cumulative gains
on investments realised			-	(1,020)	1,020	-
Other comprehensive Income for theyear			-	(4,271)	1,020	(3,251)

Total equityat the end of theyear			129,377	16,209	8,842	154,428

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

AMCIL Limited Annual Report 2013 27

caSH FloW Statement

For the year ended 30 June 2013

		2013	2012
		$’000	$’000
	Note	Infows/ (Outfows)	Infows/ (Outfows)
Cash fows from operating activities
Sales from trading portfolio		4,974	1,491
Purchases for trading portfolio		(994)	(309)
Interest received		338	452
Proceeds from entering into options in options written portfolio		48	-
Dividends and distributions received		6,175	4,979
		10,541	6,613
Other receipts		11	7
Administration expenses		(1,388)	(1,332)
Finance costs paid		(65)	(92)
Income tax credits received/(expensepaid)		138	(227)
Net cash infow/(outfow)from operatingactivities	25	9,237	4,969
Cash fows from investing activities
Sales from investment portfolio		64,973	27,367
Purchases for investmentportfolio		(56,391)	(32,220)
Net cash infow/(outfow)from investingactivities		8,582	(4,853)
Cash fows from fnancing activities
Proceeds from borrowing		100	-
Repayment of borrowing		(100)	-
Shares issued		-	-
Dividendspaid		(5,227)	(7,318)
Net cash infow/(outfow)from fnancingactivities		(5,227)	(7,318)
Net increase/(decrease) in cash held		12,592	(7,202)
Cash at the beginningof theyear		6,827	14,029
Cash at the end of theyear	6	19,419	6,827

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

28 AMCIL Limited Annual Report 2013

noteS to tHe Financial StatementS

1. Summary of Significant 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 as per the Directors’ Declaration and is presented in the Australian currency. The Company has the power to amend and reissue the Financial Report.

The Company 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:

Phrase AASB Terminology

Market value Fair value for actively traded securities Cash Cash and cash equivalents Share capital Contributed equity Hybrids Equity instruments that are not ordinary securities Options Derivatives written over equity instruments that are valued at fair value through Profit or Loss

Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (‘AIFRS’). Compliance with AIFRS ensures that the financial statements and notes of the Company comply with International Financial Reporting Standards (IFRS). The Company is a ‘for profit’ entity.

The Company 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 2013 (‘the inoperative standards’). The impact of the inoperative standards has been assessed and the impact has been identified as not being material. The Company only intends to adopt inoperative standards at the date at which their adoption becomes mandatory.

(a) Basis of Accounting

The financial statements are prepared using the valuation methods described below for holdings of securities, including options. All other items have been treated in accordance with the historical cost convention.

(b) Holdings of Securities

(i) Balance Sheet Classification

The Company has three discrete portfolios of securities, the investment portfolio, the options written portfolio and the trading portfolio. The purchase and the sale of securities are accounted for at the date of trade.

The investment portfolio relates to holdings of securities which the Directors intend to retain on a long term basis.

The options written portfolio contains exchange traded options contracts that are entered into as described in Note 12.

The trading portfolio comprises securities held for short term trading purposes, including exchange traded options contracts that are entered into as described in Note 8.

Securities within the investment portfolio (with the exception of puttable instruments) are classified as ‘financial assets measured at fair value through other comprehensive income’, and are designated as such upon initial recognition, whereas puttable instruments and securities held within the trading portfolio are classified as ‘mandatorily measured at fair value through profit or loss in accordance with AASB 9’.

The designation of securities within the investment portfolio as ‘financial assets measured at fair value through other comprehensive income’ is consistent with the Directors’ view of these assets as being held for the long term for both capital growth and for the provision to the Company of dividends and distribution income rather than to make a profit from the sale of such securities, which is the purpose of securities held within the trading portfolio. Puttable instruments are required to be classified at ‘fair value through profit or loss’ although the Directors also view these assets as being held for the long term for both capital growth and for the provision to the Company of distribution income and their being managed as part of the investment portfolio.

AMCIL Limited Annual Report 2013 29

noteS to tHe Financial StatementS continued

(ii) Valuation of Investment Portfolio

Securities, including listed and unlisted shares and hybrids, are initially brought to account at market value, which is the cost of acquisition, and are revalued to market values continuously or fair value using a variety of relevant methodologies if there is no active market. Increments and decrements on equity instruments are recognised as other comprehensive income and taken to the revaluation reserve.

Where disposal of an investment occurs any revaluation increment or decrement relating to it is transferred from the revaluation reserve to retained profits or, once the brought-forward losses have been utilised, to the realised capital gains reserve.

Gains and losses on puttable instruments are recognised in profit or loss. However, they are subsequently transferred from retained earnings to the revaluation reserve.

(iii) Valuation of Trading Portfolio

Securities, including listed and unlisted shares and options, are initially brought to account at market value, which is the cost of acquisition, or proceeds in the case of options written, and are revalued to market values continuously.

Increments and decrements on the value of securities in the trading portfolio are taken to profit or loss through the Income Statement.

(iv) Valuation of Options Written Portfolio

Options written are initially brought to account at the amount received upfront for entering into the contract (the premium) and subsequently revalued to current market value.

(v) Income from Holdings of Securities

Distributions relating to listed securities are recognised as income when those securities are quoted in the market on an ex-distribution basis and distributions relating to unlisted securities are recognised as income when received, unless the dividend clearly represents a recovery of part of the cost of the investment, in which case the relevant portion is treated as proceeds from a sale. If the distributions are capital returns on ordinary shares the amount of the distribution is treated as an adjustment to the carrying value of the shares.

The gain or loss on options written is not recognised as a realised gain/loss until the option expires, is exercised or is closed out. All unrealised gains or losses which represent movements in the market value of the options are recognised through the Income Statement.

(c) Taxation

The income tax expense or credit for the period is the tax payable on the current period’s taxable income adjusted by any unused tax losses and changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets and liabilities (excluding 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 tax provision is made for the unrealised gain or loss on securities valued at fair value through the Income Statement – i.e. the trading portfolio, puttable instruments and the options written portfolio.

A provision has to be made for any taxes that could arise on disposal of securities in the investment portfolio, even though there is no intention to dispose of them. Where the Company 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.

(d) Cash Flows

For the purpose of the Cash Flow Statement, ‘cash’ includes cash, deposits held at call, investment grade promissory notes and discounted bills of exchange.

(e) Fair Value of Financial Assets and Liabilities

The fair value of cash and cash equivalents, and non-interest bearing monetary financial assets and liabilities of the Company approximates their carrying value.

The fair value for assets that are actively traded on-market is defined by AIFRS as ‘last bid price’.

30 AMCIL Limited Annual Report 2013

(f) Directors’ Retirement Allowances

The Company recognises as ‘amounts payable’ Directors’ retirement allowances that have been crystallised as at 31 December 2003. No further amounts have been, or will be, expensed as retirement allowances.

(g) Rounding of Amounts

The Company is of the kind referred to in Class Order 98/0100, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the Financial Report. Amounts in the Financial Report have been rounded off in accordance with that Class Order, to the nearest thousand dollars, or in certain cases, to the nearest dollar.

(h) Split Between Revenue and Capital in Other Comprehensive Income

‘Capital’ relates to realised or unrealised gains (and the tax thereon) on securities within the investment portfolio and excludes income in the form of distributions and dividends, which are recorded as ‘revenue’. All other items, including expenses, are recorded as net operating result, which is equivalent to ‘revenue’.

(i) 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 sub-committees, has been identified as the chief operating decision-maker, as it is responsible for allocating resources and assessing performance of the operating segments.

2. Critical Accounting Estimates and Judgements

The preparation of financial reports in conformity with AIFRS requires the use of certain critical accounting estimates. This requires the Board and management to exercise their judgement in the process of applying the Company’s accounting policies.

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. In accordance with AASB112 Income Taxes deferred tax liabilities have been recognised for capital gains tax (CGT) on the unrealised gain in the investment portfolio at current tax rates. At 30 June 2012 the Company had capital losses brought forward to cover part of the unrealised gain in the investment portfolio. This was done on the assumption that the Company will continue to meet the Continuity of Ownership test (COT) or, should it fail this test, continue to meet the same business test (SBT). The Company’s tax advisers believed that in the absence of a significant change in the Company’s shareholder base or the Company’s activities, the ATO will not move to disallow the use of these losses to offset capital gains.

As the Directors do not intend to dispose of the portfolio, this tax liability may not be crystallised at the amount disclosed in Note 13. In addition, the tax liability that arises on disposal of these securities may be impacted by changes in tax legislation relating to treatment of capital gains and the rate of taxation applicable to such gains at the time of disposal.

Apart from this, there are no key assumptions or sources of estimation uncertainty that have a risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period.

3. Financial Reporting by Segments

(a) Description of Segments

The Board makes the strategic resource allocations for the Company. The Company 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 the Company’s entire portfolio of investments and considers the business to have a single operating segment. The Board’s asset allocation decisions are based on a single, integrated investment strategy, and the Company’s performance is evaluated on an overall basis.

The Company invests in equity securities and other instruments to provide shareholders with attractive investment returns through access to a steady stream of fully franked dividends and enhancement of capital invested.

(b) Segment Information Provided to the Board

The internal reporting provided to the Board for the Company’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 the Company’s net tangible asset announcements to the ASX).

AMCIL Limited Annual Report 2013 31

noteS to tHe Financial StatementS continued

The Board considers the Company’s net operating result after tax to be a key measure of the Company’s performance. This amount excludes the impact of unrealised gains/losses on options and any gains or losses on the Company’s investment portfolio and reconciles to the Company’s profit before tax as follows:

	2013	2012
	$’000	$’000
Operating result after income tax	6,508	5,666
Add back income tax expense/less income tax credit	71	(63)
Netgains onputtable instruments	1,537	4,651
Proft for theyear before tax	8,116	10,254

In addition, the Investment Committee regularly reviews the net asset value per share both before and after provision for deferred tax on the unrealised gains in the Company’s long term investment portfolio. Deferred tax is calculated as set out in Notes 1(c) and 2. The relevant amounts as at 30 June 2013 and 30 June 2012 were as follows:

	2013	2012
	cents	cents
Net tangible asset backing per share
Before tax	90	77
After tax	85	74

(c) Other Segment Information

(i) Segment Revenue

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.

The Company is domiciled in Australia and all of the Company’s income is derived from Australian entities or entities that have a listing on the Australian Securities Exchange. The Company has a diversified portfolio of investments, with only two investments comprising more than 10 per cent of the Company’s income, including income from trading and realised income from the options written portfolio – Commonwealth Bank (11.2 per cent) and ANZ Bank (10.3 per cent) (2012: nil).

4. Operating Result Before Income Tax Expense

4. Operating Result Before Income Tax Expense
	2013	2012
	$’000	$’000
Dividends and distributions
– securities held in investment portfolio	6,824	6,946
– securities held in trading portfolio	137	155
	6,961	7,101
Interest income
– income from cash investments	361	433
	361	433
Net gains/(losses) and write downs
– net realised gains/(losses) from trading portfolio	651	(277)
– realised gains/(losses) on options written portfolio	48	-
– unrealised losses from trading portfolio	-	(254)
	699	(531)
Other income	11	7
Income from operating activities	8,032	7,010
Finance costs	(73)	(73)
Administration fees paid to AICS	(717)	(646)
Other administration expenses	(663)	(688)
Operatingresult before income tax expense	6,579	5,603

Further information relating to remuneration of auditors is set out in Note 24, Directors and Executives in Note 22.

32 AMCIL Limited Annual Report 2013

5. Tax expense

5. Tax expense
	2013	2012
	$’000	$’000
(a) Reconciliation of Income Tax Expense to Prima Facie Tax Payable
Operating result before income tax expense	6,579	5,603
Tax at the Australian tax rate of 30 per cent (2012: 30 per cent)	1,974	1,681
Tax offset for franked dividends	(1,617)	(1,486)
Tax effect of sundryitems not taxable in calculatingtaxable income	(9)	(46)
	348	149
Under(over) provision inprioryears	(277)	(212)
Income tax expense on operating result before net gains on investments	71	(63)
Net gains on investments	1,537	4,651
Tax at the Australian tax rate of 30per cent(2012: 30per cent)	461	1,395
Tax expense on netgains on investments	461	1,395

Total tax expense/(credit)	532	1,332
(b) Tax Expense Composition
Charge for tax payable relating to the current year	261	166
Under/(over) provision in prior years	(277)	(212)
Tax on change in fair value of puttable instruments	461	1,395
(Increase)/decrease in deferred tax assets	87	(17)
	532	1,332
(c) Amounts Recognised Directly Through Other Comprehensive Income
Increase/(decrease) in deferred tax liabilities relating to capital gains tax on the movement in unrealised
gains in the investmentportfolio	9,347	(1,074)
	9,347	(1,074)

6. Current Assets – Cash

6. Current Assets – Cash
	2013	2012
	$’000	$’000
Cash at bank and in hand	21	15
Fixed term deposits	19,398	6,812
	19,419	6,827

Cash holdings yielded an average floating interest rate of 4.2 per cent (2012: 5.4 per cent).

(a) Credit Risk Exposure

All cash investments not held in a transactional account are invested in short term deposits with Australia’s big four commercial banks or their wholly-owned subsidiaries, all rated ‘AA-’ by S&P.

AMCIL Limited Annual Report 2013 33

noteS to tHe Financial StatementS continued

(b) Standby Arrangements and Credit Facilities

The Company was party to agreements under which Commonwealth Bank of Australia had extended a cash advance facility.

	2013	2012
	$’000	$’000
Commonwealth Bank of Australia – cash advance facility	10,000	10,000
Amount drawn down	-	-
Undrawn facilities	10,000	10,000

Repayment of facilities was done either through the use of cash received from distributions or the sale of securities, or by rolling existing facilities into new ones. Facilities where utilised would not usually be drawn down for more than three months.

7. Current Assets – Receivables

7. Current Assets – Receivables
	2013	2012
	$’000	$’000
Dividends and distributions receivable	1,081	1,373
Interest receivable/pre-paid	49	41
Sales from investment portfolio	1,748	-
Other receivables/pre-payments	9	-
	2,887	1,414

Receivables are non-interest bearing and unsecured. Outstanding settlements are on the terms operating in the securities industry, which usually require settlement within three days of the date of a transaction.

8. Current Assets – Trading Portfolio

8. Current Assets – Trading Portfolio
	2013	2012
	$’000	$’000
Listed securities at market value:
– shares and trust units	-	2,655
	-	2,655

(a) Options Sold

The Company enters into option contracts in the trading portfolio as part of its trading activities to generate profits on dealing in securities. Where the Company sells a call option it is obligated to deliver securities at an agreed price if the taker exercises the option. Whereas if the Company sells a put option it is obligated to buy the underlying shares at an agreed price if the taker exercises the option. Exchange traded options are valued at a theoretical price using observable market data, which is obtained from an independent third-party data provider.

As at balance date, there were no call options outstanding (2012: $nil potential exposure) held by the Company in its trading portfolio. When held, these contracts were exchange-traded options and were entered into within the constraints and controls imposed by the Australian Securities Exchange. Dealing and administrative (including settlement) functions are separated. The total exposure position is determined daily. The Investment Committee meets regularly (normally fortnightly) to consider, review and approve the investment, trading and sub-underwriting transactions of the Company and related matters.

9. Non-current Assets – Investment Portfolio

9. Non-current Assets – Investment Portfolio
	2013	2012
	$’000	$’000
Equity instruments
– shares/trust and stapled securities at market value	171,955	137,804
– unlisted securities at fair value	149	1,658
Puttable instruments	-	10,800
	172,104	150,262

For a detailed list of the fair value of the securities in the investment portfolio measured at fair value through other comprehensive income, see Note 27.

34 AMCIL Limited Annual Report 2013

10. Deferred Tax Assets

10. Deferred Tax Assets
	2013	2012
	$’000	$’000
The Company’s net deferred tax assets (‘DTA’) arise from temporary differences in the recognition
of items for taxation and accounting purposes, as described in Note 1(c). The key components are:
(a) The difference in the value of the trading portfolio for tax and accounting purposes	-	90
(b) Provisions and expenses charged to the accounting proft which are not yet tax deductible	152	152
(c)Interest and dividend income receivable which is not assessable for tax until receipt	(31)	(34)
	121	208
Movements:
Opening asset balance at 1 July	208	191
Credited/(charged)to Income statement	(87)	17
	121	208

Any deferred tax asset arising from provisions and expenses charged but not yet tax deductible will be obtained when the relevant items become tax deductible, provided that the Company derives sufficient assessable income to enable the benefit from the deductions to be taken in that year and there are no intervening changes in tax legislation adversely affecting the Company’s ability to claim the tax deduction.

The portion of deferred tax liability likely to be reversed within the next 12 months is $31,000 (2012: $56,000 asset). This relates primarily to items described in items (a) and (c) above.

11. Current Liabilities – Payables

11. Current Liabilities – Payables
	2013	2012
	$’000	$’000
Directors’ retirement benefts	503	503
Otherpayables	17	24
	520	527

Payables are non-interest bearing and unsecured. Outstanding settlements are on the terms operating in the securities industry, which usually require settlement within three days of the date of a transaction.

12. Options Written Portfolio

The Company enters into option contracts in the options written portfolio for the purpose of enhancing returns via the premiums that it earns from the writing of these contracts. It is separate from both the trading portfolio and the investment portfolio, and the options are held as ‘liabilities measured at fair value through profit or loss’. Where the Company sells a call option it is obligated to deliver securities at an agreed price if the taker exercises the option. Whereas if the Company sells a put option it is obligated to buy the underlying shares at an agreed price if the taker exercises the option. Exchange Traded Options are valued at a theoretical price using observable market data, which is obtained via an independent third-party data provider.

As at balance date, there were no call options outstanding (2012: $nil potential exposure). There was no option income for the year (2012: $nil).

The total option exposure position is determined daily. The Investment Committee meets regularly (normally fortnightly) to consider, review and approve the transactions of the Company and related matters. $2.9 million of shares are lodged with ASX Clear Pty Ltd as collateral for sold option positions written by the Company (2012: $2.9 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 Company’s investment and trading portfolios.

AMCIL Limited Annual Report 2013 35

noteS to tHe Financial StatementS continued

13. Deferred Tax Liabilities – Investment Portfolio

13. Deferred Tax Liabilities – Investment Portfolio
	2013	2012
	$’000	$’000
Deferred tax liabilities on unrealisedgains in the investmentportfolio	11,068	6,311

See Note 2 for further detail on the nature of the deferred tax liabilities on the investment portfolio.

At balance date, the Company had fully utilised the brought-forward losses on the sale of investments (2012: $3.4 million available to set-off against future capital gains).

The deferred tax liability shown above was after the application of the unused losses available for set-off against any potential gains (see Note 2) in the comparative period.

(see Note 2) in the comparative period.
	2013	2012
	$’000	$’000
Opening balance at 1 July	6,311	5,990
Charged to Proft for tax on puttable instruments	461	1,395
Tax on realised capital gains	(5,051)	-
Charged/(credited)to OCI for ordinarysecurities	9,347	(1,074)
	11,068	6,311

14. Shareholders’ Equity – Share Capital

Movements in share capital of the Company during the past two years were as follows:

		Number	Paid-up
		of Shares	Capital
Date	Details	’000	$’000
1/07/2011	Balance	209,088	129,377
30/06/2012	Balance	209,088	129,377
30/06/2013	Balance	209,088	129,377

The Company has an on-market buy-back program which remains active. During the year ended 30 June 2013 no shares were bought back (2012: nil).

15. Capital Management

The Company’s objectives in managing capital is to continue to provide shareholders with attractive investment returns through access to a steady stream of fully franked dividends and enhancement of capital invested, with goals of paying dividends which utilise the Company’s available franking credits and providing attractive total returns over the medium to long term.

The Company recognises that its capital will fluctuate in accordance with market conditions, and may adjust the amount of dividends paid, issue new shares from time to time or buy-back its own shares or sell assets to reduce debt.

The Company’s capital consists of its shareholders equity plus any net borrowings. The change in this capital is as noted in Notes 14, 16, 17 and 18.

16. Revaluation Reserve

16. Revaluation Reserve
	2013	2012
	$’000	$’000
Opening balance at 1 July	16,209	17,224
Gains/(losses) for the year on equity instruments in investment portfolio (net of tax)	20,880	(3,251)
Transfer from retained profts – net gain on puttable instruments	1,076	3,256
Transfer to retained profts for realised gains	(3,289)	(1,020)
Transfer to realised capitalgains reserve	(13,430)	-
	21,446	16,209

This reserve is used to record increments and decrements on the revaluation of the investment portfolio as described in accounting policy Note 1(b)(ii).

36 AMCIL Limited Annual Report 2013

17. Realised Capital Gains Reserve

17. Realised Capital Gains Reserve
	2013	2012
	$’000	$’000
Opening balance at 1 July	-	-
Cumulative taxable realisedgains(net of tax)	13,430	-
	13,430	-

This reserve is used to record capital gains (or losses). Any dividends paid out of this reserve may be paid out as LIC capital gains, which enable some shareholders to claim a discount on their tax return.

18. Retained Profits

18. Retained Profts
	2013	2012
	$’000	$’000
Opening balance at 1 July	8,842	9,474
Dividends paid	(5,227)	(7,318)
Proft for the year	7,584	8,922
Transfer from revaluation reserve for realised gains	3,289	1,020
Transfer to revaluation reserve – fair value movement onputtable instruments	(1,076)	(3,256)
	13,412	8,842

This reserve relates to past profits.

19. Financial Instruments

(a) Financial Risk Management

Accounting Standards identify three types of risk associated with financial instruments (i.e. the Company’s investments, receivables, payables and borrowings):

Credit Risk

The standard defines this as the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation.

Credit risk is managed as set out below with respect to cash, receivables, securities in the trading portfolio and securities in the investment portfolio respectively. None of these assets are overdue.

Cash and Cash Equivalents

All cash investments not held in a transactional account are invested in short term deposits with Australia’s big four commercial banks or their wholly-owned subsidiaries. The credit risk exposure of the Company in relation to cash and deposits is the carrying amount and any accrued unpaid interest.

Receivables

The credit risk exposure of the Company in relation to receivables is the carrying amount.

AMCIL Limited Annual Report 2013 37

noteS to tHe Financial StatementS continued

Trading and Investment Portfolios

Credit risk exposures of the Company arise in relation to converting and convertible notes and other interest-bearing securities that are not equity securities (currently none in the portfolio) to the extent of their carrying values, in the event of a shortfall on winding-up of the issuing companies.

Credit risk exposure also arises in relation to options bought by the Company, if any, to the extent of their carrying value.

Liquidity Risk

The standard defines this as the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.

The Company monitors its cash flow requirements daily. Furthermore, the Investment Committee monitors the level of contingent payments on a (normally) fortnightly basis by reference to known sales and purchases of securities, dividends and distributions to be paid or received, put options that may require the Company to purchase securities and facilities that need to be repaid. The Company ensures that it has either cash or access to short term borrowing facilities sufficient to meet these contingent payments.

The Company currently has no borrowings, but even if it were to fully utilise its debt facilities, the relatively low level of gearing would ensure that covenant levels associated with facilities are very unlikely to be breached. In the unlikely event that a fall in the value of the stock market is such that a breach would appear possible, the Company would amend its cash flows through the sale of securities and the cessation of purchases to ensure that any short term debt is extinguished.

The Company’s inward operating cash flows depend upon the level of distributions received. Should these drop by a material amount, the Company would amend its outward cash flows accordingly. As the Company’s major cash outflows are the purchase of securities and dividends paid to shareholders, the level of both of these is manageable by the Board and management. Furthermore, the assets of the Company are largely in the form of readily tradeable securities which can be sold on-market if necessary. The current financial liabilities are shown in Notes 6 (b) and 11. The table below analyses the Company’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.

					Carrying
			Greater	Total	Amount
	Less Than	6-12	Than	Contractual	(Assets)/
	6 Months	Months	1 Year	Cash Flows	Liabilities
	$’000	$’000	$’000	$’000	$’000
30 June 2013
Non-derivatives
Payables	520	-	-	520	520
Derivatives
Options written*	-	-	-	-	-
	520	-	-	520	520
30 June 2012
Non-derivatives
Payables	527	-	-	527	527
Derivatives
Options written*	-	-	-	-	-
	527	-	-	527	527

In the case of call options written 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 purpose of the above disclosure that all options will be exercised (i.e. maximum cash outflow).

38 AMCIL Limited Annual Report 2013

Market Risk

The standard defines this as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.

By its nature as a listed investment company that invests in tradeable securities, the Company 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 lead to a reduction in the Company’s other comprehensive income of $6.0 million and $12.0 million respectively, at a tax rate of 30 per cent (2012: $4.9 million and $9.8 million) and no reduction in profit after tax at a tax rate of 30 per cent (2012: $0.4 million and $0.8 million). The revaluation reserve at 30 June 2013 was $21.4 million (2012: $16.2 million). It would require a fall in the value of the investment portfolio of 17.8 per cent after tax to fully deplete this (2012: 15.4 per cent).

The Company 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, normally fortnightly, and risk can be managed by reducing exposure where necessary. The Company does not have set parameters as to a minimum or maximum amount of the portfolio that can be invested in a single company or sector.

The Company’s investment by sector is as below:

	2013	2012
	%	%
Energy	15.16	12.14
Materials	15.29	11.80
Industrials	14.79	22.33
Consumer discretionary	2.89	5.28
Consumer staples	7.34	5.27
Banks	16.72	18.95
Other fnancials, including real estate	8.98	6.31
Telecommunications	4.43	3.93
Other – healthcare, information technology, utilities	4.26	9.71
Cash	10.14	4.28

Securities representing over 5 per cent of the investment portfolio at 30 June 2013 were:

	2013
	%
Oil Search	7.98
BHP Billiton	6.24
Brambles	5.78
National Australia Bank	5.46

At 30 June 2012 securities representing over 5 per cent of the combined investment and trading portfolio were:

	2012
	%
Commonwealth Bank	7.06
Hastings Diversifed Utilities Fund	6.40
Westpac	5.12

No other security represents over 5 per cent of the Company’s investment and trading portfolios.

AMCIL Limited Annual Report 2013 39

noteS to tHe Financial StatementS continued

The Company is not currently materially exposed to interest rate risk as all its cash investments are short term for a fixed interest rate.

The Company is also not directly exposed to currency risk as all its investments are quoted in Australian dollars.

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 investment portfolio.

Under Accounting Standards, movements in the market value of the trading portfolio are reflected directly through the Income Statement. However, the trading portfolio, when utilised, is only a minor proportion of the Company’s investments. As at 30 June 2013, it was 0 per cent of the total invested including cash (2012: 1.7 per cent). This reduces the risk to the Company’s earnings of a short term fall in the value of securities held in the trading portfolio.

(b) Fair Value Measurements

The Company has adopted the amendment to AASB 7 Financial Instruments: Disclosures which requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
(b) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2); and
(c) inputs for the asset or liabilities that are not based on observable market data (unobservable inputs) (level 3).

	Level 1	Level 2	Level 3	Total
30 June 2013	$’000	$’000	$’000	$’000
Financial assets at fair value through other comprehensive income
Investment portfolio (equity)	171,955	149	-	172,104
Financial assets at fair value through proft or loss
Trading portfolio	-	-	-	-
Investment portfolio (puttables)	-	-	-	-
Financial liabilities at fair value through proft or loss
Options written	-	-	-	-
Total	171,955	149	-	172,104
	Level 1	Level 2	Level 3	Total
30 June 2012	$’000	$’000	$’000	$’000
Financial assets at fair value through other comprehensive income
Investment portfolio (equity)	137,804	1,658	-	139,462
Financial assets at fair value through proft or loss
Trading portfolio	2,655	-	-	2,655
Investment portfolio (puttables)	10,800	-	-	10,800
Financial liabilities at fair value through proft or loss
Options written	-	-	-	-
Total	151,259	1,658	-	152,917

The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. These instruments are included in level 1.

The fair value of financial instruments that are not traded in an active market (e.g. over the counter derivatives or unlisted securities) is determined using valuation techniques. The Company uses a variety of valuation methods and makes assumptions that are based on-market conditions existing at the end of each reporting period. These instruments are included in level 2 and comprise call and put options written by the Company (when written) and the Company’s investment in Hexima. In the circumstances where a valuation technique for these instruments is based on significant unobservable inputs, such instruments are included in level 3 (currently none).

40 AMCIL Limited Annual Report 2013

(c) Numerical Disclosures – Investment Portfolio

The fair value of each investment held at fair value through other comprehensive income (investment portfolio) is disclosed in Note 27.

Dividend and distribution income for the period on those investments held at period end was $5.0 million (2012: $5.9 million), and dividend and distribution income for those investments sold during the period was $1.7 million (2012: $0.5 million).

Certain securities within the investment portfolio were disposed of during the period, whether during the normal course of the Company’s activities as a listed investment company or as the result of takeovers or acquisitions. The fair value of the investments sold during this period was $54.4 million (2012: $23.9 million), excluding puttable instruments. The cumulative gain on these disposals was $11.5 million for the period after tax (2012: $1.1 million loss), which has been transferred from the revaluation reserve to retained profits and realised gains (refer to Statement of Changes in Equity). $12.3 million worth of puttable instruments were also sold during the period (2012: $3.5 million). The cumulative gain of $5.2 million after tax (2012: $2.1 million) on this disposal has been transferred from the revaluation reserve to realised gain and retained profits. The total cumulative realised gain (after tax) on investments held at fair value through other comprehensive income plus puttable instruments was $16.7 million (2012: $1.0 million).

The Company has one class of investments in the investment portfolio – assets defined under AASB 9 as ‘equity investments’, the fair value of which is valued through other comprehensive income and at 30 June 2013 was $172.1 million (30 June 2012 $139.5 million). For the year ended 30 June 2012, it also had another, puttable instruments that could not be classified as equity instruments under AASB 9 and are consequently accounted for at fair value through profit or loss. The fair value of these at 30 June 2012 was $10.8 million.

20. Dividends

20. Dividends
	2013	2012
	$’000	$’000
(a) Dividends Paid During the Year
Final dividend for the year ended 30 June 2012 of 2.5 cents fully franked at 30 per cent paid
on 28 August 2012(2012: 3.5 cents fullyfranked at 30per centpaid on 26 August 2011)	5,227	7,318
	5,227	7,318
(b) Franking Credits
Balance on the franking account after allowing for tax payable in respect of the current year’s profts
and the receipt of dividends recognised as receivables	7,679	2,460
Impact on the franking account of dividends declared but not recognised as a liability at the end
of the fnancialyear	(7,169)	(2,240)
Net available	510	220
These franking account balances would allow the Company to frank additional dividend payments
up to an amount of:	1,190	513
The Company’s ability to continue to pay franked dividends is dependent upon the receipt of franked
dividends from the trading and investment portfolios and the Company paying tax.
(c) Dividends Declared After Balance Date
Since the end of the year, Directors have declared a fnal dividend of 3.0 cents and a special dividend
of 5.0 cents per share, both fully franked at 30 per cent. The aggregate amount of the fnal dividend
for the year to 30 June 2013 to be paid on 27 August 2013, but not recognised as a liability at the
end of the fnancialyear	16,727
(d) Listed Investment Company Capital Gain Account
Balance of the listed investment company (LIC) capital gain account	11,788	-
This would equate to an attributable amount of:	16,840	-

Distributed LIC capital gains may entitle certain shareholders to a special deduction in their taxation return, as set out in the dividend statement. LIC capital gains available for distribution are dependent upon the disposal of investment portfolio holdings which qualify for LIC capital gains or the receipt of LIC distributions from LIC securities held in the portfolios. $10.5 million of the capital gain ($14.9 million of the attributable amount) will be paid out as a special dividend on 27 August 2013.

AMCIL Limited Annual Report 2013 41

noteS to tHe Financial StatementS continued

21. Earnings Per Share

21. Earnings Per Share
	2013	2012
Basic Earnings Per Share	Number	Number
Weighted average number of ordinary shares used as the denominator	209,088,358	209,088,358
	$’000	$’000
Proft for the year	7,584	8,922
	Cents	Cents
Basic earnings per share	3.63	4.27
Basic Net OperatingResult Per Share	$’000	$’000
Net operating result	6,508	5,666
	Cents	Cents
Basic net operating result per share	3.11	2.71

Dilution

As there are no options, convertible notes or other dilutive instruments on issue, diluted earnings per share is the same as basic earnings per share. This similarly applies to diluted net operating result before net gains on investment and options written portfolios per share.

22. Directors and Executives

The Remuneration for the Directors was as follows:

	Short Term Benefts	Post Employment Benefts	Total
	$	$	$
2013
Directors	361,836	23,164	385,000
2012
Directors	381,649	34,351	416,000

Shareholdings

At balance date, shares issued by the Company and held directly, indirectly or beneficially by Non-Executive Directors and Executives of the Company, or by entities to which they were related were:

	Opening	Net	Closing
	Balance	Changes	Balance
2013
BB Teele	34,400,833	(289,588)	34,111,245
RE Barker	4,408,504	5,000	4,413,504
PC Barnett	573,789	-	573,789
TA Campbell	4,895,811	-	4,895,811
RH Myer	636,155	-	636,155
RB Santamaria	245,008	-	245,008
SDM Wallis	2,240,677	-	2,240,677
RM Freeman	466,245	27,500	493,745
GN Driver	192,815	2,075	194,890
SM Pordage	-	1,467	1,467
AJB Porter	-	2,701	2,701

42 AMCIL Limited Annual Report 2013

	Opening	Net	Closing
	Balance	Changes	Balance
2012
BB Teele	34,060,833	340,000	34,400,833
RE Barker	4,323,504	85,000	4,408,504
PC Barnett	573,789	-	573,789
TA Campbell	4,895,811	-	4,895,811
RH Myer	636,155	-	636,155
RB Santamaria	245,008	-	245,008
SDM Wallis	2,240,677	-	2,240,677
RM Freeman	423,396	42,849	466,245
GN Driver	192,815	-	192,815

23. Related Parties

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

The day-to-day management of the Company’s investments and its operation, including financial reporting and administration, have been delegated to Australian Investment Company Services Limited (‘AICS’). Details of the amounts paid to AICS are disclosed in Note 4.

24. Remuneration of Auditors

24. Remuneration of Auditors
	2013	2012
	$	$
During the year the auditor earned the following remuneration:
PricewaterhouseCoopers
Audit or review of fnancial reports	81,180	79,200
Non-audit services
Taxation compliance services	30,470	19,250
Total remuneration	111,650	98,450

The Company’s Audit Committee oversees the relationship with the Company’s external auditors. The Audit Committee reviews the scope of the audit and the proposed fee. It also reviews the cost and scope of other audit related tax compliance services provided by the audit firm to ensure they do not compromise independence. Other non-audit services would not normally be provided by the external audit firm. However, if for special reasons such services were to be proposed, the Audit Committee would review the proposal to also ensure they did not affect the independence of the external audit function. The Company also conforms to legal requirements regarding audit partner rotation every five years.

25. Reconciliation of Net Cash Flows from Operating Activities to Profit

	2013	2012
	$’000	$’000
Proft for the year	7,584	8,922
– Net decrease (increase) in trading portfolio	2,655	1,105
– Net fair value movement for puttable instruments	(1,076)	(3,256)
– Dividends received as securities under DRP investments	(408)	(997)
– Decrease (increase) in current receivables	(1,473)	(213)
– Less increase (decrease) in receivables for investment portfolio	1,748	-
– Increase (decrease) in deferred tax liabilities	4,844	304
– Less (increase) decrease in deferred tax liability on investment portfolio	(4,757)	(321)
– Increase (decrease) in current payables	(7)	(302)
– Increase (decrease) in provision for tax payable	5,178	(273)
– Less increase in taxpayable on capitalgains	(5,051)	-
Net cash fows from operatingactivities	9,237	4,969

AMCIL Limited Annual Report 2013 43

noteS to tHe Financial StatementS continued

26. Contingencies

At balance date Directors are not aware of any other material contingent liabilities or contingent assets other than those already disclosed elsewhere in the Financial Report.

27. Securities at Fair Value Through Other Comprehensive Income at 30 June 2013

The below list are those securities held in the investment portfolio that are valued at fair value through other comprehensive income. They do not include securities in the trading portfolio or puttable instruments in the investment portfolio (which are held at ‘fair value through profit or loss’) or the options written portfolio.

Individual holdings in the portfolio may change during the course of the year. In addition, holdings 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.

	2013	2012
	$’000	$’000
Oil Search	13,742	6,750
BHP Billiton	10,744	6,430
Brambles	9,945	4,046
National Australia Bank	9,396	6,628
Commonwealth Bank	8,499	9,258
Tox Free Solutions	8,366	6,627
Santos	8,145	-
QBE Insurance Group	7,992	2,007
ANZ	7,145	5,110
Telstra	6,998	6,281
Westpac	6,989	7,545
Transurban	6,659	7,822
AMP	5,860	4,192
Coca-Cola Amatil	5,529	4,904
Amcor	4,627	4,015
Rio Tinto	4,451	-
Tassal	4,413	1,013
Woodside Petroleum	3,606	3,024
ALS (formerly Campbell Brothers)	3,353	4,009
Equity Trustees	3,347	2,389
Incitec Pivot	3,194	3,184
Computershare	3,081	-
Wesfarmers	3,019	2,504
Iluka Resources	2,797	1,641
Senex	2,596	5,375
REA Group	2,478	3,332
Ansell	2,468	2,825
CSL	2,463	1,735
Brickworks	2,095	-
ARB Corporation	1,759	1,404
BigAir Group	1,487	-
iSelect	1,295	1,500
James Hardie	1,108	597

44 AMCIL Limited Annual Report 2013

	2013	2012
	$’000	$’000
Bega Cheese	1,099	-
Tap Oil	940	-
Medusa Mining	270	-
Hexima	149	158
Australian Infrastructure Fund	-	5,712
Bradken	-	3,458
Origin Energy	-	3,317
Orica	-	1,951
Fleetwood Corporation	-	1,944
Wellcom Group	-	1,761
Mermaid Marine	-	1,747
Engenco	-	1,330
Panaust	-	1,037
Lycopodium	-	900
Total	172,104	139,462

AMCIL Limited Annual Report 2013 45

diRectoRS’ declaRation

In the Directors’ opinion:

the financial statements and notes set out on pages 24 to 45 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 Company’s financial position as at 30 June 2013 and of its performance for the financial year ended on that date; and
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 1 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 2013.

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.

Bruce Teele Chairman

Melbourne 24 July 2013

46 AMCIL Limited Annual Report 2013

independent audit RepoRt

==> picture [476 x 673] intentionally omitted <==

AMCIL Limited Annual Report 2013 47

independent audit RepoRt continued

==> picture [475 x 673] intentionally omitted <==

48 AMCIL Limited Annual Report 2013

otHeR inFoRmation

inFoRmation aBout SHaReHoldeRS

At 16 July 2013 there were 2,257 holdings of shares. These holdings were distributed in the following categories:

Size of Holding	Holdings
1 to 1,000	370
1,001 to 5,000	282
5,001 to 10,000	162
10,001 to 100,000	1,073
100,000 and over	370
Total	2,257
Percentage held by the 20 largest holders	41.98%
Average shareholding	92,640

There were 295 shareholdings of less than a marketable parcel of $500 (527 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, oen vote for each fully paid ordinary share.

Major Shareholders

The 20 largest registered shareholders of the Company’s ordinary shares as at 16 July 2013 are noted below:

Holder	Shares Held	%
Bruce Teele	34,111,245	16.31
Djerriwarrh Investments Ltd	10,599,254	5.07
National Nominees Limited	8,215,819	3.93
Terrence Campbell	4,895,811	2.34
Christine JoyCampbell	4,886,300	2.34
Ross Barker	4,413,504	2.11
Fobsha PtyLimited	2,780,272	1.33
Willpower Investments PtyLtd	2,337,904	1.12
SDM Wallis	2,240,677	1.07
Ancona ValleyHoldings PtyLtd	1,797,749	0.86
Invia Custodian PtyLimited	1,571,710	0.75
HSBC CustodyNominees(Australia)Limited	1,495,001	0.72
RAC & JD Brice Superannuation PtyLtd	1,469,239	0.70
UBS Wealth Management Australia Nominees PtyLtd	1,291,438	0.62
Equitas Nominees PtyLimited	1,100,000	0.53
FFSF Asset Management PtyLtd	1,059,581	0.51
Baker Custodian Corporation	1,000,000	0.48
Yelgarn PtyLtd	901,211	0.43
Annieandjohnpaterson Foundation Ltd	820,000	0.39
Invia Custodian PtyLimited	790,000	0.38

AMCIL Limited Annual Report 2013 49

SuBStantial SHaReHoldeRS

The Company has been notified of substantial shareholdings as follows:

Holder	Number of Shares	Date Notifed
Bruce B Teele	32,848,688*	15/12/09
Djerriwarrh Investments Limited	10,257,343*	25/08/09

Shareholding as per last substantial shareholding notification. Current shareholding reflected on page 49.

50 AMCIL Limited Annual Report 2013

tRanSactionS in SecuRitieS

During the year ended 30 June 2013, the Company recorded 431 transactions in securities. $369,138 in brokerage (including GST) was paid or accrued for the year.

AMCIL Limited Annual Report 2013 51

HoldinGS oF SecuRitieS

As at 30 June 2013

Details of the Company’s portfolios are given below. The list should not, however, be used to evaluate portfolio performance or to determine the net asset backing per share (which is recorded each month on the toll free telephone service at 1800 780 784).

			Number	Number	Market
			Held	Held	Value
			2012	2013	2013
Code	Company	Principal Activities	’000	’000	$‘000
ALQ	ALS Limited	Provider of analytical services and distributor of
	(formerly Campbell	consumer and industrial goods and hospitality
	Brothers)	supplies	74	350	3,353
AMC	Amcor	Globalpackagingcompany	566	456	4,627
AMP	AMP	Major Australasian fnancial services organisation	1,089	1,379	5,860
ANN	Ansell	Designs, manufactures and markets a wide range
		of industrial, surgical and examination gloves and
		otherprotectiveproducts	214	140	2,468
ANZ	Australia &	Banking and wealth management services
	New Zealand
	BankingGroup		286	250	7,145
ARP	ARB Corporation	Manufacturer and distributor of four-wheel drive
		vehicle accessories in Australia and internationally	154	154	1,759
BGA	Bega Cheese	Integrated manufacturer and distributor of cheeses
		and related dairy products for Australia’s domestic
		retail market and several export destinations	0	426	1,099
BGL	BigAir Group	Provider of wireless broadband solutions for
		business and universitycampus environments	0	2,479	1,487
BHP	BHP Billiton	Diversifed international resources company	204	343	10,744
BKW	Brickworks	Australia’s largest manufacturer of bricks and
		pavers, with other investments in property
		development and listed equities	0	165	2,095
BXB	Brambles	Global provider of supply chain management
		and storage solutions	657	1,065	9,945
CBA	Commonwealth	Banking and wealth management services
	Bank of Australia		184	123	8,499
CCL	Coca-Cola Amatil	Manufactures and distributes a range of carbonated
		soft drinks, fruit products and functional beverages,
		many of which are trademarks of The Coca-Cola
		Company	367	435	5,529
CPU	Computershare	Share registryservices	0	300	3,081
CSL	CSL	Biopharmaceutical company that researches,
		develops, manufactures and markets products to
		treat andprevent serious human medical conditions	44	40	2,463
EQT	Equity Trustees	Provider of private client, trustee, estate
		administration and funds management services	216	225	3,347
#	Hexima	Agricultural-biotech company engaged in the
		research and development of technology for
		thegenetic modifcation of crops	875	875	149
ILU	Iluka Resources	Miner of zircon and titanium based mineral sands
		products with an additional iron ore production
		royalty	145	280	2,797
IPL	Incitec Pivot	Manufacturer and supplier of nitrogen based
		fertiliser and industrial explosives	1,117	1,117	3,194
ISU	iSelect	Online comparison tool that matches consumers
		with the most appropriate insurance policy and
		other fnancialproducts	968	761	1,295

52 AMCIL Limited Annual Report 2013

			Number	Number	Market
			Held	Held	Value
			2012	2013	2013
Code	Company	Principal Activities	’000	’000	$‘000
JHX	James Hardie	Building materials company focused on fbre
	Industries	cementproducts, predominantlyin the USA	75	118	1,108
MML	Medusa Mining	Minerals explorer, developer and miner producing
		copper-gold concentrate in the Philippines	0	175	270
NAB	National Australia	Banking and wealth management services
	Bank		282	316	9,396
OSH	Oil Search	Oil and gas explorer, developer and producer
		with assetspredominantlyin PNG	1,026	1,778	13,742
QBE	QBE Insurance	General insurance and reinsurance services
	Group	provider	150	529	7,992
REA	REA Group	Operator of residential and commercial real estate
		advertisingwebsites in Australia and Italy	243	90	2,478
RIO	Rio Tinto	Diversifed international resources company	0	85	4,451
STO	Santos	Leading Australian oil and gas producer, with a
		major position in the Cooper Basin and stakes in
		several key development projects, including PNG
		and Gladstone LNG	0	650	8,145
SXY	Senex Energy	Oil and gas explorer and developer with assets
		in South Australia and Queensland	7,570	4,400	2,596
TAP	Tap Oil	Oil and gas exploration and production company
		with interests in Australia, Africa and South-East
		Asia	0	2,000	940
TCL	Transurban Group	Developer and operator of electronic toll roads
		in Australia and overseas	1,375	985	6,659
TGR	Tassal Group	Producer and exporter of Atlantic Salmon from
		Tasmania	762	1,801	4,413
TLS	Telstra Corporation	Telecommunications operator and information
		servicesprovider	1,702	1,467	6,998
TOX	Tox Free Solutions	Integrated waste management and environmental
		service business	2,651	2,425	8,366
WBC	Westpac Banking	Banking and wealth management services
	Corporation		357	242	6,989
WES	Wesfarmers	Diversifed conglomerate with retailing operations
		in supermarkets, department stores, home
		improvement and offce supplies. The Group
		also operates businesses involved in coal mining,
		energy, insurance, chemicals, fertilisers, and
		industrial and safety products	84	76	3,019
WPL	Woodside	Producer of liquefed natural gas, domestic gas,
	Petroleum	condensate, crude oil and liquefed petroleum gas,
		primarilyin West Australia	98	103	3,606
Total					172,104

Unlisted security.

AMCIL Limited Annual Report 2013 53

majoR tRanSactionS in tHe inveStment poRtFolio

	Cost
Acquisitions(Above$1 Million)	$’000
Santos	8,110
Oil Search	5,722
QBE Insurance Group	4,793
BHP Billiton	4,778
Rio Tinto	4,690
Brambles	3,278
Computershare	2,755
National Australia Bank	2,739
Ansell	2,313
Brickworks	2,051
Tassal Group	2,004
AMP	1,498
BigAir Group	1,414
Coca-Cola Amatil	1,315
Iluka Resources	1,231
Commonwealth Bank of Australia	1,153
Bega Cheese	1,149
TapOil	1,072
Australia & New Zealand BankingGroup	1,015
Woodside Petroleum	1,004
	Proceeds
Disposals(Above$1 Million)	$’000
Hastings Diversifed Utilities Fund (a)	12,337
Australian Infrastructure Fund(b)	7,435
Commonwealth Bank of Australia	4,976
Bradken	4,049
Ansell	3,463
REA Group	3,374
Origin Energy	3,186
Westpac BankingCorporation	3,013
Transurban Group	2,635
Mermaid Marine Australia	2,440
Senex Energy	2,162
Orica	2,032
Wellcom Group	2,001
National Australia Bank	1,909
Fleetwood Corporation	1,613
Tox Free Solutions	1,570
Amcor	1,115
Telstra Corporation	1,092
PanAust	1,050

(a) Sold while under takeover offer from APT Pipelines Limited.

(b) Assets acquired by the Future Fund.

54 AMCIL Limited Annual Report 2013

SuB-undeRWRitinG

During the year the Company participated as a sub-underwriter of issues of securities. The principal underwriter and securities involved were:

Company	Underwritten by	Description	Amount Underwritten
Engenco Ltd	RBS Morgans Corporate	3 for 2 renounceable entitlement issue at$0.15per share	$150,000

SHaRe capital cHanGeS

Date	Type	Price/Amount
5 January2011	Share Purchase Plan	$0.64
27 August 2010	DRP	$0.60
11 December 2009	Share Purchase Plan	$0.64
27 August 2009	DRP	$0.59
15 August 2008	DRP	$0.62
27 August 2007	DRP	$0.75
Various	Exercise of options	$0.50
23 January2004	Share issue	$0.50
19 December 2003	Capital consolidation 1 for 16
15 August 2003	Capital return	$0.40
23 May2003	Capital return	$0.40
11 March 2003	Capital return	$0.40
17 January2003	Capital return	$0.32
18 November 2002	Capital return	$0.33
7 April 2000	1 for 5 rights issue	$2.00
24 January2000	Exercise of JBWere Option	$2.00
10 September 1999	DRP	$2.54
2 June 1999	1 for 3 rights issue	$2.40
15 March 1999	DRP	$2.38
16 September 1998	DRP	$2.14
17 June 1998	1 for 2 rights issue	$2.00
27 March 1998	DRP	$2.17
12 September 1997	DRP	$1.95
18 October 1996	Initial issue	$2.00

AMCIL Limited Annual Report 2013 55

companY paRticulaRS

AMCIL Limited (‘AMCIL’) ABN 57 073 990 735

Directors

Bruce B Teele, Chairman Ross E Barker, Managing Director Peter C Barnett Terrence A Campbell AO Rupert Myer AM Richard B Santamaria Stan DM Wallis AC

Company Secretaries Simon M Pordage Andrew JB Porter

Share Registrar

Computershare Investor Services Pty Ltd Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067

Shareholder Enquiry Lines 1300 653 916 +61 3 9415 4224 (from overseas) Facsimile +61 3 9473 2500 Website www.investorcentre.com/contact

For all enquiries relating to shareholdings, dividends and related matters, please contact the share registrar as above.

Securities Exchange Code

AMH Ordinary shares

Auditor

PricewaterhouseCoopers Chartered Accountants

Country of Incorporation Australia

Registered Office Level 21, 101 Collins Street Melbourne Victoria 3000

Mailing Address Mail Box 146 101 Collins Street Melbourne Victoria 3000

Contact Details

Telephone (03) 9650 9911 Facsimile (03) 9650 9100 Website www.amcil.com.au Email [email protected]

For enquiries regarding net asset backing (as advised each month to the Australian Securities Exchange):

Telephone 1800 780 784 (toll free)

Annual General Meeting

Time 1.30pm Date Wednesday 9 October 2013 Venue RACV City Club Location 501 Bourke Street Melbourne Please note the change of venue from last year.

Adelaide Shareholder Meeting

Time 1.00pm Date Tuesday 15 October 2013 Venue Adelaide Festival Centre Location King William Road Adelaide

Brisbane Shareholder Meeting Time 1.00pm Date Friday 18 October 2013 Venue Hilton Hotel Location 190 Elizabeth Street Brisbane

Sydney Shareholder Meeting

Time 1.00pm Date Monday 21 October 2013 Venue Four Seasons Hotel Location 199 George Street Sydney

56 AMCIL Limited Annual Report 2013

Designed and produced by MDM Design. Printed on environmentally friendly paper.

Annual Review 2013 A FOCUSED PORTFOLIO OF AUSTRALIAN EQUITIES

The number of holdings in the portfolio will depend on market conditions and investment opportunities. The selection of stocks in the portfolio is based on attractive valuations as well as the outlook for growth and the competitive structure of the industry.

The Company aims to provide shareholders with:

Attractive returns through strong capital growth in the portfolio over the medium to long term.

The generation of fully franked dividend income.

1 Year in Summary
2 Review of Operations and Activities
8 Top 20 Investments
9 Income Statement
10 Balance Sheet
11 Summarised Statement of Changes in Equity & Comprehensive Income Statement
12 Holdings of Securities
17 Major Transactions in the Investment Portfolio
19 5 Year Summary
20 Company Particulars
21 Shareholder Meetings

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AMCIL Limited ABN 57 073 990 735

YeAR In sUMMARY

Profit for the Year $7.6m

Down 15.0% from 2012

Net oPeratiNg result $6.5m

up 14.9% from 2012

fullY fraNkeD DiviDeND

3¢ Final 8¢ 5¢ Special Total

2.5 cents in 2012 total Portfolio returN +21.1%

total shareholDer returN

+23.6%

share price plus dividends MaNageMeNt exPeNse ratio

0.77%

0.84% in 2012

total Portfolio

$191.5m Including cash

$159.7 million in 2012

s&P/asx 200 index +22.8%

AMCIL Limited Annual Review 2013

RevIew of opeRAtIons And ACtIvItIes

Profit and Dividend

The total dividends for the year are 8 cents per share fully franked. Last year the dividend was 2.5 cents per share fully franked. The dividend reinvestment plan has been reactivated with a 5 per cent discount.

The Portfolio

In this environment AMCIL’s portfolio benefitted from the performance of its holdings in the major banks, Brambles, Tox Free Solutions, REA Group and Telstra.

Figure 1: S&P/ASX 200 Price Index

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AMCIL Limited Annual Review 2013

RevIew of opeRAtIons And ACtIvItIes continued

AMCIL’s portfolio delivered a return of 21.1 per cent over the year. Shareholders will be aware that AMCIL has now recouped all of the capital gains tax losses that were carried forward at the time of recapitalisation and is now in a position where it pays tax on realised gains from the sale of holdings in the portfolio. Whilst this has had a dampening effect on the after tax portfolio performance this year, these gains have generated a significant level of franking credits. The five year return of the portfolio to 30 June 2013, which reflects AMCIL’s

medium to long term investment time frame, was 9.2 per cent per annum whereas the Index return was 2.9 per cent per annum.

Figure 2: Portfolio return – per annum return to 30 June 2013

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Portfolio Return for AMCIL is measured by the return on capital, which is the change in net asset backing plus reinvested dividends and adjusting for the additional cash received from the exercise of options since recapitalisation of the Company in January 2004.

AMCIL Limited Annual Review 2013 5

RevIew of opeRAtIons And ACtIvItIes

continued

Details of the new companies added to the portfolio that may be less well known to shareholders are:

Purchases in the investment portfolio totalled $56.8 million for the financial year whereas total sales were $66.7 million for the period.

Outlook

AMCIL Limited Annual Review 2013 7

top 20 InvestMents As at 30 June 2013

Includes investments held in both the investment and trading portfolios.

valued at closing prices at 28 June 2013

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InCoMe stAteMent

For the year ended 30 June 2013

	2013	2012
	$’000	$’000
Dividends and distributions	6,961	7,101
Revenue from deposits and bank bills	361	433
Net gains/(losses) on trading portfolio	651	(531)
Realised gains from options written portfolio	48	-
Other revenue	11	7
Total income	8,032	7,010
Finance costs	(73)	(73)
Administration expenses	(1,380)	(1,334)
Operating result before income tax	6,579	5,603
Income tax(expense)/credit	(71)	63
Net operating result	6,508	5,666
Net gains on ‘puttable instruments’	1,537	4,651
Tax expense on above	(461)	(1,395)
	1,076	3,256
Proft for theyear	7,584	8,922
	Cents	Cents
Net operating result per share	3.11	2.71
Proft for theyearper share	3.63	4.27

AMCIL Limited Annual Review 2013

BALAnCe sHeet

As at 30 June 2013

	2013	2012
	$’000	$’000
Current assets
Cash	19,419	6,827
Receivables	2,887	1,414
Trading portfolio	-	2,655
Total current assets	22,306	10,896
Non-current assets
Investment portfolio	172,104	150,262
Deferred tax assets	121	208
Total non-current assets	172,225	150,470

Total assets	194,531	161,366
Current liabilities
Payables	520	527
Taxpayable	5,278	100
Total current liabilities	5,798	627
Non-current liabilities
Deferred tax liabilities – investmentportfolio	11,068	6,311
Total non-current liabilities	11,068	6,311

Total liabilities	16,866	6,938

Net assets	177,665	154,428
Shareholders’ equity
Share capital	129,377	129,377
Revaluation reserve	21,446	16,209
Realised capital gains reserve	13,430	-
Retainedprofts	13,412	8,842
Total shareholders’ equity	177,665	154,428

sUMMARIsed stAteMent of CHAnGes In eQUItY & CoMpReHensIve InCoMe stAteMent For the year ended 30 June 2013

In eQUItY & CoMpReHensIve I stAteMentFor the year ended 30 June 2013	nCo	Me
	2013	2012
	$’000	$’000
Total equity at the beginning of the year	154,428	156,075
Dividends paid	(5,227)	(7,318)
Total transactions with shareholders	(5,227)	(7,318)
Revaluation of investment portfolio	8,457	(5,345)
Provision for tax on revaluation	(4,296)	1,074
Net revaluation of investment portfolio	4,161	(4,271)
Taxable realised gains not taken through the Income Statement	18,481	-
Tax expense on realised gains not taken through the Income Statement	(5,051)	-
Taxable realised gains	13,430	-
Non-taxable realised gains for the year transferred
to Retained Profts*	3,289	1,020
Total other comprehensive income	20,880	(3,251)
Proft for the year	7,584	8,922
Total equityat the end of the fnancialyear	177,665	154,428

This figure, representing realised gains on investments sold that are non-taxable due to the Company’s brought-forward losses, is transferred to accumulated profits and is available for distribution, subject to the Company’s dividend policy.

A full set of AMCIL’s accounts are available on the Company’s website.

AMCIL Limited Annual Review 2013

HoLdInGs of seCURItIes

As at 30 June 2013

			Number	Number	Market
			Held	Held	Value
			2012	2013	2013
Code	Company	Principal Activities	’000	’000	$‘000
ALQ	ALS Limited	Provider of analytical
	(formerly Campbell	services and distributor
	Brothers)	of consumer and
		industrial goods and
		hospitalitysupplies	74	350	3,353
AMC	Amcor	Global packaging
		company	566	456	4,627
AMP	AMP	Major Australasian
		fnancial services
		organisation	1,089	1,379	5,860
ANN	Ansell	Designs, manufactures
		and markets a wide range
		of industrial, surgical and
		examination gloves and
		otherprotectiveproducts	214	140	2,468
ANZ	Australia &	Banking and wealth
	New Zealand	management services
	BankingGroup		286	250	7,145
ARP	ARB Corporation	Manufacturer and
		distributor of four-wheel
		drive vehicle accessories
		in Australia and
		internationally	154	154	1,759
BGA	Bega Cheese	Integrated manufacturer
		and distributor of cheeses
		and related dairy products
		for Australia’s domestic
		retail market and several
		export destinations	0	426	1,099
BGL	BigAir Group	Provider of wireless
		broadband solutions for
		business and university
		campus environments	0	2,479	1,487

			Number	Number	Market
			Held	Held	Value
			2012	2013	2013
Code	Company	Principal Activities	’000	’000	$‘000
BHP	BHP Billiton	Diversifed international
		resources company	204	343	10,744
BKW	Brickworks	Australia’s largest
		manufacturer of bricks
		and pavers, with other
		investments in property
		development and listed
		equities	0	165	2,095
BXB	Brambles	Global provider of supply
		chain management and
		storage solutions	657	1,065	9,945
CBA	Commonwealth	Banking and wealth
	Bank of Australia	management services	184	123	8,499
CCL	Coca-Cola Amatil	Manufactures and
		distributes a range of
		carbonated soft drinks,
		fruit products and
		functional beverages,
		many of which are
		trademarks of The
		Coca-Cola Company	367	435	5,529
CPU	Computershare	Share registryservices	0	300	3,081
CSL	CSL	Biopharmaceutical
		company that researches,
		develops, manufactures
		and markets products to
		treat and prevent serious
		human medical conditions	44	40	2,463
EQT	Equity Trustees	Provider of private client,
		trustee, estate
		administration and funds
		management services	216	225	3,347

AMCIL Limited Annual Review 2013

HoLdInGs of seCURItIes continued As at 30 June 2013

			Number	Number	Market
			Held	Held	Value
			2012	2013	2013
Code	Company	Principal Activities	’000	’000	$‘000
#	Hexima	Agricultural-biotech
		company engaged
		in the research and
		development of
		technology for the genetic
		modifcation of crops	875	875	149
ILU	Iluka Resources	Miner of zircon and
		titanium based mineral
		sands products with
		an additional iron ore
		production royalty	145	280	2,797
IPL	Incitec Pivot	Manufacturer and supplier
		of nitrogen based fertiliser
		and industrial explosives	1,117	1,117	3,194
ISU	iSelect	Online comparison tool
		that matches consumers
		with the most appropriate
		insurance policy and
		other fnancialproducts	968	761	1,295
JHX	James Hardie	Building materials
	Industries	company focused on
		fbre cement products,
		predominantlyin the USA	75	118	1,108
MML	Medusa Mining	Minerals explorer,
		developer and miner
		producing copper-gold
		concentrate in Philippines	0	175	270
NAB	National Australia	Banking and wealth
	Bank	management services	282	316	9,396
OSH	Oil Search	Oil and gas explorer,
		developer and producer
		with assets predominantly
		in PNG	1,026	1,778	13,742
QBE	QBE Insurance	General insurance and
	Group	reinsurance services
		provider	150	529	7,992

			Number	Number	Market
			Held	Held	Value
			2012	2013	2013
Code	Company	Principal Activities	’000	’000	$‘000
REA	REA Group	Operator of residential
		and commercial real
		estate advertising
		websites in Australia
		and Italy	243	90	2,478
RIO	Rio Tinto	Diversifed international
		resources company	0	85	4,451
STO	Santos	Leading Australian oil
		and gas producer, with
		a major position in the
		Cooper Basin and stakes
		in several key
		development projects,
		including PNG and
		Gladstone LNG	0	650	8,145
SXY	Senex Energy	Oil and gas explorer and
		developer with assets in
		South Australia and
		Queensland	7,570	4,400	2,596
TAP	Tap Oil	Oil and gas exploration
		and production company
		with interests in Australia,
		Africa and South-East
		Asia	0	2,000	940
TCL	Transurban Group	Developer and operator
		of electronic toll roads in
		Australia and overseas	1,375	985	6,659
TGR	Tassal Group	Producer and exporter
		of Atlantic Salmon from
		Tasmania	762	1,801	4,413
TLS	Telstra Corporation	Telecommunications
		operator and information
		servicesprovider	1,702	1,467	6,998

AMCIL Limited Annual Review 2013

HoLdInGs of seCURItIes continued As at 30 June 2013

			Number	Number	Market
			Held	Held	Value
			2012	2013	2013
Code	Company	Principal Activities	’000	’000	$‘000
TOX	Tox Free Solutions	Integrated waste
		management and
		environmental service
		business	2,651	2,425	8,366
WBC	Westpac Banking	Banking and wealth
	Corporation	management services	357	242	6,989
WES	Wesfarmers	Diversifed conglomerate
		with retailing operations
		in supermarkets,
		department stores, home
		improvement and offce
		supplies. The Group also
		operates businesses
		involved in coal mining,
		energy, insurance,
		chemicals, fertilisers,
		and industrial and safety
		products	84	76	3,019
WPL	Woodside	Producer of liquefed
	Petroleum	natural gas, domestic
		gas, condensate, crude
		oil and liquefed petroleum
		gas, primarily in West
		Australia	98	103	3,606
Total					172,104

Unlisted security.

MAJoR tRAnsACtIons In tHe InvestMent poRtfoLIo

InvestMent poRtfoLIo
	Cost
Acquisitions(Above$1 Million)	$’000
Santos	8,110
Oil Search	5,722
QBE Insurance Group	4,793
BHP Billiton	4,778
Rio Tinto	4,690
Brambles	3,278
Computershare	2,755
National Australia Bank	2,739
Ansell	2,313
Brickworks	2,051
Tassal Group	2,004
AMP	1,498
BigAir Group	1,414
Coca-Cola Amatil	1,315
Iluka Resources	1,231
Commonwealth Bank of Australia	1,153
Bega Cheese	1,149
TapOil	1,072
Australia & New Zealand BankingGroup	1,015
Woodside Petroleum	1,004

AMCIL Limited Annual Review 2013

MAJoR tRAnsACtIons In tHe InvestMent poRtfoLIo continued

MAJoR tRAnsACtIons In InvestMent poRtfoLIo	tHe continued
	Proceeds
Disposals(Above$1 Million)	$’000
Hastings Diversifed Utilities Fund (a)	12,337
Australian Infrastructure Fund(b)	7,435
Commonwealth Bank of Australia	4,976
Bradken	4,049
Ansell	3,463
REA Group	3,374
Origin Energy	3,186
Westpac BankingCorporation	3,013
Transurban Group	2,635
Mermaid Marine Australia	2,440
Senex Energy	2,162
Orica	2,032
Wellcom Group	2,001
National Australia Bank	1,909
Fleetwood Corporation	1,613
Tox Free Solutions	1,570
Amcor	1,115
Telstra Corporation	1,092
PanAust	1,050

(a) Sold while under takeover offer from APT Pipelines Limited.

(b) Assets acquired by the Future Fund.

5 YeAR sUMMARY

	2013	2012	2011	2010	2009
Proft after tax($million)	7.58	8.92	8.37	7.00	9.72
Net operatingresult after tax($million)	6.51	5.67	7.10	4.92	3.81
Investments at market value($million)(a)	172.10	152.92	147.85	131.51	84.39
Net operating proftper share(cents)	3.11	2.71	3.50	2.62	2.16
Dividendsper share(cents)	8(b)	2.5	3.5	2	2
Net asset backing (cents)(c)	90	77	78	70	60
Number of shareholders(30 June)	2,257	2,190	2,246	2,473	2,560

Notes

(a) Excludes cash.

(b) Includes special dividend of 5 cents per share. This was from taxable realised gains and is therefore equivalent to 7.1 cents attributable ‘LIC capital gain’.

AMCIL Limited Annual Review 2013

CoMpAnY pARtICULARs

AMCIL Limited (‘AMCIL’) ABN 57 073 990 735

Directors

Bruce B Teele, Chairman Ross E Barker, Managing Director Peter C Barnett Terrence A Campbell AO Rupert Myer AM Richard B Santamaria Stan DM Wallis AC

Contact Details

Telephone (03) 9650 9911 Facsimile (03) 9650 9100 Website www.amcil.com.au Email [email protected]

For enquiries regarding net asset backing (as advised each month to the Australian Securities Exchange):

Telephone 1800 780 784 (toll free)

Company Secretaries Simon M Pordage Andrew JB Porter

Share Registrar

Computershare Investor Services Pty Ltd Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067

Auditor

PricewaterhouseCoopers Chartered Accountants

Country of Incorporation Australia

Shareholder Enquiry Lines 1300 653 916

+61 3 9415 4224 (from overseas) Facsimile +61 3 9473 2500 Website www.investorcentre.com/contact

Registered Office Level 21, 101 Collins Street Melbourne Victoria 3000

For all enquiries relating to shareholdings, dividends and related matters, please contact the share registrar as above.

Mailing Address Mail Box 146 101 Collins Street Melbourne Victoria 3000

Securities Exchange Code AMH Ordinary shares

sHAReHoLdeR MeetInGs

Annual General Meeting

Time 1.30pm Date Wednesday 9 October 2013 Venue RACV City Club Location 501 Bourke Street Melbourne Please note the change of venue from last year.

Adelaide Shareholder Meeting Time 1.00pm Date Tuesday 15 October 2013 Venue Adelaide Festival Centre Location King William Road Adelaide

Brisbane Shareholder Meeting Time 1.00pm Date Friday 18 October 2013 Venue Hilton Hotel Location 190 Elizabeth Street Brisbane

Sydney Shareholder Meeting	Sydney Shareholder Meeting
Time	1.00pm
Date	Monday 21 October 2013
Venue	Four Seasons Hotel
Location	199 George Street
	Sydney

The Annual Report for 2013 is available on AMCIL’s website www.amcil.com.au or by contacting the Company on (03) 9650 9911.

AMCIL Limited Annual Review 2013

Designed and produced by MDM Design. Printed on environmentally friendly paper.

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ABN 57 073 990 735

NOTICE OF ANNUAL GENERAL MEETING 2013

The Annual General Meeting of AMCIL Limited (the Company) will be held at:

RACV CITY CLUB, LEVEL 17, 501 BOURKE STREET, MELBOURNE, VICTORIA 3000*

At 1.30pm (AEDT) on Wednesday 9 October 2013 .

The Company has determined that, for the purpose of voting at the meeting, shares will be taken to be held by those persons recorded on the Company's register at 7.00pm (AEDT) on Monday 7 October 2013.

BUSINESS OF THE MEETING

1. FINANCIAL STATEMENTS AND REPORTS

To consider the Directors' Report, Financial Statements and Independent Audit Report for the financial year ended 30 June 2013.

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

2. ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass the following resolution (as an ordinary resolution):

“That the Remuneration Report for the financial year ended 30 June 2013 be adopted.”

(Please note that the vote on this item is advisory only)

3. RE-ELECTION OF DIRECTOR

To consider and, if thought fit, to pass the following resolution (as an ordinary resolution):

“That Mr Rupert Myer AM, a Director retiring from office in accordance with Rule 46 of the Constitution, being eligible is re-elected as a Director of the Company.”

By Order of the Board

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Simon Pordage Company Secretary

26 August 2013

*Please note the change from last year’s venue

Notice of Annual General Meeting 2013

EXPLANATORY NOTES

The Explanatory Notes below provide additional information regarding the items of business proposed for the Annual General Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

During this item there will be an 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 2013. 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 2013 Annual Report can view or download it from the Company’s website at:

www.amcil.com.au/Shareholder-Reports.aspx

2. ADOPTION OF REMUNERATION REPORT

During this item there will be an opportunity for shareholders at the meeting to comment on and ask questions about the Remuneration Report which commences on page 10 of the Company's 2013 Annual Report. The vote on the proposed resolution is advisory only.

Voting Exclusions on Item 2

Pursuant to section 250R(4) of the Corporations Act 2001, the Company is required to disregard any votes cast on item 2 (in any capacity) by or on behalf of either a member of the key management personnel, details of whose remuneration are included in the remuneration report; or a closely related party of such a member (together “prohibited persons”).

However, the Company will not disregard a vote if:

the prohibited person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and
the vote is not cast on behalf of a prohibited person.

Undirected Proxies on Item 2

If the Chairman of the meeting is appointed, or taken to be appointed, as a proxy, the shareholder can direct the Chairman of the meeting to vote for or against, or to abstain from voting on, the resolution on item 2 (Adoption of Remuneration Report) by marking the appropriate box opposite item 2 in the proxy form.

Pursuant to section 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.

The Chairman intends to exercise such proxies by voting them in favour of the adoption of the Remuneration Report.

Notice of Annual General Meeting 2013

ITEM 3. RE-ELECTION OF DIRECTOR

Mr Myer was last re-elected by shareholders at the 2010 AGM and so is required to stand for reelection at the 2013 AGM. His biographical details are set out below.

Rupert Myer AM BCom (Hons) (Melb), MA (Cantab). Independent Non-Executive Director. Member of the Audit Committee and the Investment Committee.

Mr Myer is a company Director and was appointed a Director of the Company in January 2000. He is also Chairman of the Australia Council for the Arts, Deputy Chairman of Myer Holdings Ltd and a Director of The Myer Foundation. He is a former Director of Diversified United Investments Limited

Further information regarding the Company’s corporate governance arrangements and the Board’s role can be found in the Company’s 2013 Annual Report and on the Company’s website at:

www.amcil.com.au/Corporate-Governance.aspx and

www.amcil.com.au/Board-Role-and-Membership.aspx

SHAREHOLDER INFORMATION

IMPORTANT: Shareholders are urged to direct their proxy how to vote by clearly marking the relevant box for each item on the proxy form.

The Board recommends that shareholders vote in favour of each item of business.

The Chairman of the meeting intends to vote undirected proxies in favour of all items of business.

Proxies

A shareholder entitled to attend and vote at this meeting is entitled to appoint not more than two proxies (who need not be shareholders of the Company) to attend, vote and speak in the shareholder's place and to join in the demand for a poll.
Where a shareholder appoints more than one representative, proxy or attorney, those appointees are entitled to vote on a poll but not on a show of hands.
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).
Proxy forms may be lodged online at www.investorvote.com.au or by scanning the QR Code on the proxy form with a mobile device.
Relevant custodians may lodge their proxy forms online at www.intermediaryonline.com
Proxy forms and any authorities (or certified copies of those authorities) under which they are signed may be delivered in person, by mail or by fax to the Company‘s Share Registry (see details below) no later than 48 hours before the meeting, being 1.30pm (AEDT) on Monday 7 October 2013. More details are on the proxy form.

Notice of Annual General Meeting 2013

A proxy need not vote in that capacity on a show of hands on any resolution nor (unless the proxy is the Chairman of the meeting) on a poll. 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).
If a proxy does not attend the meeting or does not vote on a poll on a resolution, then 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, as applicable. If the Chairman of the meeting is appointed, or taken to be appointed, as a proxy, but the appointment does not specify the way to vote on a resolution, then the Chairman intends to exercise the relevant shareholder's votes in favour of the relevant resolution (subject to the other provisions of this Notice, including the voting exclusions noted above).

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. Unless it has previously been given to the Company, the representative should bring evidence of their appointment to the meeting, together with any authority under which it is signed. The appointment must comply with section 250D of the Corporations Act 2001.

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.

Share Registry

The Company's Share Registry details are as follows:

Computershare Investor Services Pty Limited

Street address: Postal address: Yarra Falls GPO Box 242 452 Johnston Street Melbourne VIC 3001 Abbotsford VIC 3067 Telephone: 1300 653 916 (within Australia) +61 3 9415 4224 (outside Australia) Facsimile: 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) Internet: www.investorcentre.com/contact

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ABN 57 073 990 735

Lodge your proxy:

:

Online:

www.investorvote.com.au
By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

In Person:

000001 000 SAM MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street Abbotsford, Victoria

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online users only (Custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 653 916 (outside Australia) +61 3 9415 4224

Proxy Form

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Appoint your proxy and view the Annual Report online

Appoint your proxy and view the Annual Report online : Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to appoint your proxy.

Your access information that you will need to appoint your proxy online:

Control Number: 999999 SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. Please dispose of this form carefully if you appoint your proxy online.

For your proxy form to be effective it must be received by 1.30pm (AEDT) on Monday 7 October 2013

How to direct your proxy to vote

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, to the extent permitted by law, vote as they choose. 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 shares 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 shares 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 shares for each in Step 1 overleaf.

Signing instructions for postal forms

Individual: Where the holding is in one name, the shareholder or attorney must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders or attorneys 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.

Attending the meeting

A proxy need not be a shareholder of the Company.

Lodgement of proxy form

This proxy form (and any authority under which it is signed or a certified copy of it) must be received at an address given above by 1.30pm (AEDT) on Monday 7 October 2013, being not later than 48 hours before the commencement of the meeting. Any proxy form received after that time will not be valid for the scheduled meeting.

If a representative of a corporate shareholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com.

Comments & Questions: If you have any comments or questions for the Company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO APPOINT YOUR PROXY, or turn over to complete the form

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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.

I1234567890

i 9999999999 I N D

Prox Form y

STEP 1 Appoint a proxy to vote on your behalf I/We being a shareholder/s of AMCIL LIMITEDAMCIL LIMITED hereby appoint the Chairman of the meeting[OR]

I/We being a shareholder/s of AMCIL LIMITEDAMCIL LIMITED hereby appoint

Please mark to indicate your directions

XX

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the meeting. Do not insert your own name(s).

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 AMCIL Limited to be held at RACV City Club, Level 17, 501 Bourke Street, Melbourne, Victoria, at 1.30pm (AEDT) on Wednesday 9 October 2013 and at any adjournment or postponement of that meeting.

Chairman to vote undirected proxies in favour: 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 AMCIL Limited, which includes the Chairman of the meeting.

STEP 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

ORDINARY	ORDINARY	BuSINESS	For	Against Abstain	Against Abstain
	Item 2	Adoption of Remuneration Report
	Item 3	Re-election of Director – Mr Rupert Myer AM

Board recommendations and undirected proxies: The Board recommends shareholders vote in favour of each item of business. The Chairman of the meeting intends to vote undirected proxies in favour of each item of business, to the extent permitted by law.

SIGN Signature of Shareholder(s) This section must be completed. Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime / / Name Telephone Date

1 6 8 5 5 6 A

A M H

AI assistant

AMCIL LIMITED — Annual Report 2013

64375_rns_2013-08-25_fcec35af-66a0-43bd-8663-966c5497c2f4.pdf

26 August 2013

Electronic Lodgement

AMCIL Limited Statutory Annual Report, Annual Shareholder Review, Notice of Meeting and Proxy Form

The Company aims to provide shareholders with:

Contents

DIreCTOrS’ rePOrT

Year IN SummarY

abOuT The COmPaNY

Investing in the Company

Transparency

Dividend Policy

revIew Of OPeraTIONS aND aCTIvITIeS

Profit and Dividend

The Portfolio

Outlook

Financial Condition

Likely Developments

Dividends

Listed Investment Company Capital Gains

Events Since Balance Date

Environmental Regulations

Rounding of Amounts

Capital Changes

Significant Changes in the State of Affairs

valued at closing prices at 28 June 2013

bOarD aND maNagemeNT

Directors

Ross E Barker BSc (Hons), MBA (Melb), F Fin. Managing Director. Member of the Investment Committee.

Peter C Barnett FCPA. Independent Non-Executive Director. Chairman of the Audit Committee and Member of the Investment Committee.

Senior Executives

Geoffrey N Driver B Ec, Grad Dip Finance. General Manager, Business Development and Investor Relations.

Simon M Pordage LLB (Hons), FCSA, FCIS, MAICD. Company Secretary.

Andrew JB Porter MA (Hons) (St And), FCA. Chief Financial Officer.

Meetings of Directors

Retirement, Election and Continuation in Office of Directors

Insurance of Directors and Officers

RemuneRation RepoRt

(a) Principles Used to Determine Nature and Amount of Remuneration

(b) Remuneration of Directors

(c) Directors’ Retirement Allowances

Holdings of Securities Issued by the Company

(d) Executives

non-audit SeRviceS

Principle 1: Laying Solid Foundations for Management and Oversight

Role of the Board

Delegation to Board Committees

Delegation to Management

Principle 2: Structuring the Board to Add Value

The Board

Appointment and Re-election

Independence

Principle 3: Promotion of Ethical and Responsible Decision-making

Securities Dealing Policy

Corporate Principles of Conduct

Diversity

Whistleblower Protection Policy

Principle 4: Safeguarding Integrity in Financial Reporting

Audit Committee

Written Affirmations

External Audit

Principle 5: Timely and Balanced Disclosure

Principle 6: Respecting the Rights of Shareholders

Principle 7: Recognising and Managing Risk

Investment Risk

Operational Risk

Written Affirmations

Principle 8: Remunerating Fairly and Responsibly

income Statement

Statement oF compReHenSive income

Balance SHeet

caSH FloW Statement

noteS to tHe Financial StatementS

1. Summary of Significant Accounting Policies

(a) Basis of Accounting

(b) Holdings of Securities

(i) Balance Sheet Classification

noteS to tHe Financial StatementS continued

AMCIL LIMITED Annual Report 2013