25 August 2021

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

==> picture [158 x 228] intentionally omitted <==

Electronic Lodgement

AMCIL Limited Statutory Annual Report, Annual Shareholder Review and Annual General Meeting Documentation

Dear Sir / Madam

Please find attached the 2021 Statutory Annual Report, Annual Shareholder Review and Annual General Meeting Documentation being sent to shareholders.

Yours faithfully

==> picture [107 x 71] intentionally omitted <==

Matthew Rowe Company Secretary

Authorised by the Company Secretary.

==> picture [596 x 369] intentionally omitted <==

==> picture [103 x 40] intentionally omitted <==

A Focused Portfolio Annual Report

of Australian Equities 2021

==> picture [596 x 376] intentionally omitted <==

AMCIL MANAGES A FOCUSED PORTFOLIO 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.

2 DIRECTORS’ REPORT

22 FINANCIAL STATEMENTS

40 DIRECTORS’ DECLARATION

2 5 Year Summary
4 About the Company
6 Review of Operations and Activities
11 Top 20 Investments
12 Financial Condition
14 Board Members
17 Senior Executives
18 Remuneration Report
20 Non-audit Services
21 Auditor’s Independence Declaration
23 Income Statement
24 Statement of Comprehensive Income
25 Balance Sheet
26 Statement of Changes in Equity
27 Cash Flow Statement

28 NOTES TO THE FINANCIAL STATEMENTS

28 A. Understanding AMCIL’s Financial Performance
31 B. Costs, Tax and Risk
34 C. Unrecognised Items
35 D. Balance Sheet Reconciliations
37 E. Income Statement Reconciliations

41 INDEPENDENT AUDIT REPORT

46 OTHER INFORMATION

46 Information About Shareholders
Major Shareholders
46
- Sub-underwriting
47
47 Substantial Shareholders
47 Transactions in Securities
48 Holdings of Securities
50 Major Transactions in the Investment Portfolio
51 Share Capital Changes
52 Company Particulars
53 Shareholder Information
38 F. Further Information

AMCIL Limited ABN 57 073 990 735

Year in Summary

2021

$6.8m

Profit for the Year

Up 13.6% the Year from 2020 $6.8m Total Fully 2.5¢ Final ¢ 2.5 cents total Franked 4.5 in 2020 Dividend 2.0¢ Special Total S&P/ASX 200 Total Accumulation Index Portfolio 31.8% including franking Return Including franking 29.1% Total Share price Shareholder plus dividend 35.2% Return including franking Management 0.66% Expense in 2020 0.56% Ratio*

Including cash Total at 30 June. Portfolio $382.8m $278.8 million in 2020

Assumes a shareholder can take full advantage of the franking credits.

AMCIL Limited

Annual Report 2021

DIRECTORS’ REPORT

5 Year Summary

==> picture [497 x 179] intentionally omitted <==

----- Start of picture text -----

Profit After Tax Net Profit Per Share Dividends Per Share
($ Million) (Cents) (Cents) [(a)]
2021 6.8 2021 2.3 2021 4.5
2020 6.0 2020 2.2 2020 2.5
2019 7.0 2019 2.6 2019 7.0 [(b)]
2018 6.25 2018 2.4 2018 4.25
2017 5.38 2017 2.1 2017 3.5
----- End of picture text -----

Notes

(a) 2021 total dividend carried 5 cents attributable ‘LIC gain’ per share, 2020: nil, 2019: final dividend 4.29 cents, 2019 interim: 1.43 cents, 2018: 2.76 cents, 2017: 2.1 cents.

(b) Includes 3.5 cents interim dividend paid in February 2019.
(c) Net asset backing per share based on year-end data before the provision for the final (and where applicable, 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.
(d) Excludes cash.

AMCIL Limited

Annual Report 2021

Investments at Market Value Net Asset Backing Per Share Number of Shareholders ($ Million)[(d)] (Cents)[(c)] (30 June)

==> picture [324 x 150] intentionally omitted <==

----- Start of picture text -----

2021 371.8 2021 127
2020 269.6 2020 100
2019 252.2 2019 98
2018 261.1 2018 102
2017 230.9 2017 95
----- End of picture text -----

==> picture [154 x 149] intentionally omitted <==

----- Start of picture text -----

2021 3,214
2020 3,177
2019 3,114
2018 3,003
2017 2,558
----- End of picture text -----

AMCIL Limited

Annual Report 2021

About the Company

AMCIL manages a focused portfolio 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.

Investment Objectives

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

The generation of fully franked dividends.

How AMCIL Invests – What We Look For in Companies

==> picture [490 x 114] intentionally omitted <==

----- Start of picture text -----

Portfolio of small
and large companies
Quality First Growth Value that is managed to
Including dividends deliver superior
returns.
----- End of picture text -----

Approach to Investing

Investment Philosophy

We seek to create a diversified portfolio of quality companies which are likely to sustainably grow their earnings and dividends over a medium to long term timeframe.

Our assessment of quality includes criteria such as the board and management, financial position, pricing power as well as some key financial metrics such as return on capital employed, return on equity, the level of gearing in the balance sheet, margins and free cash flow. The structure of the industry and a company’s competitive position in its industry are also important indicators of quality. Linked to this assessment of quality is the ability of companies to grow earnings over time, which ultimately should produce good dividend and capital growth.

Recognising value is also an important aspect of AMCIL’s investment approach. Our assessment of value tries to reflect the opportunity a business has to prosper and thrive over the medium to long term.

Given the focused nature of the portfolio, AMCIL is more active in managing the holdings. Our preference is that positions will be held for the long term. However, in managing the risk in the portfolio, the Company is prepared to scale back or exit holdings completely if the investment case alters markedly, the position becomes too large in the portfolio or share prices become excessively high.

In managing the portfolio in this way, we believe AMCIL can offer investors returns in excess of the S&P/ASX 200 over the long term.

Given the greater concentration of the portfolio, there may be periods when the performance of AMCIL can vary quite markedly from the Index. The objective is to deliver outperformance over the medium to long term.

From time to time, the Company also uses options written against some of its investments and a small trading portfolio to generate additional income.

Approach to Environmental, Social and Governance (ESG) Issues When Investing

AMCIL Limited

Annual Report 2021

includes consideration of environmental and social risks. We regularly review companies to ensure ongoing alignment with our investment framework:

We believe environmental factors, including the impact of climate change, can have a material impact on society. These factors are considered when assessing a company’s assets, long term sustainability of earnings and cash flow, cost of capital and future growth opportunities.
We believe that aligning ourselves with high-quality management and boards building sustainable long term businesses is the best approach to avoiding socially harmful businesses. We are attracted to companies that act in the best interest of all their stakeholders, including their employees, customers, suppliers, and wider communities.
We invest in high-quality companies with strong governance processes, and management and boards whose interests are closely aligned with shareholders. The investment process includes an assessment of their past performance, history of capital allocation, level of accountability, mix of skills, relevant experience and succession planning. We also closely scrutinise a company’s degree of transparency and disclosure.

Engagement with Companies

Voting on resolutions is one of the key functions that a shareholder has in ensuring better long term returns and management of investment risk:

We take input from proxy advisers but conduct our own evaluation of the merits of any resolution.
We vote on all company resolutions as part of our regular engagement with the companies in the portfolio.
We actively engage with companies when we have concerns those resolutions are not aligned with shareholders’ interests.

We acknowledge that high-quality companies may face ESG challenges from time to time. We seek to stay engaged with the companies and satisfy ourselves that the issues are taken seriously and worked through constructively. Ideally, in this instance, we seek to remain invested to influence a satisfactory outcome for stakeholders.

Review of Operations and Activities

Profit and Dividend

The full year profit was $6.8 million, up 13.6 per cent from $6.0 million last year. The result for the year included a demerger dividend of $2.2 million (which was non-cash and carries no franking) resulting from the Endeavour Group demerger from Woolworths Group. Excluding this figure, the full year profit was $4.6 million.

Key components of the result were:

income from investments, excluding the demerger dividend, down from $7.1 million last year to $6.2 million this financial year, as the economic effect of COVID-19 negatively impacted company dividends; and
income from options and the trading portfolio was $0.4 million, lower than last year’s figure of $1.3 million.

Adjustments made to the portfolio through the period, reflecting the increased valuation risk in several holdings following very strong share price performance, produced realised gains after tax of $12.6 million. In the corresponding period last year, realised gains after tax were $4.3 million.

Directors have declared a total dividend of 4.5 cents per share fully franked. This comprises a 2.5 cents per share ordinary dividend and 2.0 cents per share special dividend given the strong level of realised gains after tax achieved for the year. The dividend last year was 2.5 cents per share.

Approach to Dividends

AMCIL’s approach to paying dividends has been to pay out all available franking credits at the end of each financial year. In addition to the fluctuations in dividends this approach can produce, one of the consequences is that the growth of the portfolio is constrained when compared to the reinvestment of an appropriate amount of realised capital gains. This is particularly the case when there is a takeover of a large holding or significant gains are made on the sale of individual holdings, as has been the case this year.

Figure 1: Performance of S&P/ASX 50 Leaders, Mid Cap 50 and Small Ordinaries Indices Over the Financial Year

==> picture [324 x 187] intentionally omitted <==

----- Start of picture text -----

135
130
125
120
115
110
105
100
95
S&P/ASX 50 Leaders Index S&P/ASX Mid Cap 50 Index S&P/ASX Small Ordinaries Index
Jul 20 Aug 20 Sep 20 Oct 20 Nov 20 Dec 20 Jan 21 Feb 21 Mar 21 Apr 21 May 21 Jun 21
Index
----- End of picture text -----

Source: FactSet

The Board believes that a more appropriate approach to determining dividends, including any special dividends, will consider the amount of income received, the amount of realised capital gains, the level of franking credits generated and investment market conditions. This approach may mean we will no longer be distributing all available franking credits at the end of each financial year. The Board does, however, continue to recognise the importance of attractive fully franked dividends to shareholders.

Market and Portfolio Returns

In a market continuing to grapple with the residual impacts of COVID-19 disruptions, the S&P/ASX 200 Accumulation Index delivered a return over the 12 months to 30 June 2021 of 29.1 per cent. Figure 1 highlights the returns from different segments of the market, by market capitalisation. Such strong returns were driven by expanded valuation multiples, particularly across small and mid cap stocks, because of very low interest rates, as well as better than expected company profits in this uncertain environment.

The increase in the Australian market was also widespread across sectors, with the Information Technology Sector (which AMCIL is overweight relative to the Index) and the banking sector (which AMCIL is very underweight relative to the Index) very strong (Figure 2). The banking sector has risen from previous lows during the year supported by a recovering economy, lower than expected bad debt charges and more sustainable dividend payout ratios.

Management Expense Ratio

AMCIL’s management expense ratio is 0.56 per cent which is an improvement on last year’s figure of 0.66 per cent. AMCIL’s portfolio is managed internally and does not charge portfolio performance fees which leads to lower costs for shareholders.

The management expense ratio compares favourably with the average fees charged by managed funds with a similar investment focus and size as AMCIL. For retail investors, these fees can typically be in excess of 1 per cent and can also include additional performance fees. This is an important consideration for investors as many funds often quote their performance returns before fees and costs.

AMCIL Limited

Annual Report 2021

Figure 2: Selected Sector Performances

==> picture [328 x 176] intentionally omitted <==

----- Start of picture text -----

160
140
120
100
0
S&P/ASX 200 Industrials S&P/ASX 200 Banks
S&P/ASX 200 Information Technology S&P/ASX 200 Resources
Jul 20 Aug 20 Sep 20 Oct 20 Nov 20 Dec 20 Jan 21 Feb 21 Mar 21 Apr 21 May 21 Jun 21 Jul 21
Index
----- End of picture text -----

Source: FactSet

AMCIL Limited

Annual Report 2021

Review of Operations and Activities

continued

AMCIL produced a portfolio return in excess of the market at 31.8 per cent (Figure 3, return figures include the full benefit of franking).

The outperformance can be attributed to the consistent delivery of strong returns from a number of long-standing and large holdings in the portfolio such as Mainfreight, ARB Corporation, Reece, Objective Corporation and James Hardie Industries. In particular, ARB Corporation and Reece delivered returns in excess of 100 per cent for the year.

The long term performance of the portfolio, which is more in line with the Company’s investment timeframes, was 12.7 per cent per annum for the 10 years to 30 June 2021, ahead of the Index return of 10.8 per cent per annum (these returns include the full benefit of franking). For an investor reinvesting both dividends and the full benefit of franking credits, $10,000 invested in the AMCIL portfolio 10 years ago would be worth $33,055, 19 per cent higher than the $27,886 outcome for an equivalent investment in the S&P/ASX 200 Accumulation Index.

AMCIL’s investment approach is to have a concentrated portfolio of high-quality companies that is very different to the S&P/ASX 200 Index (Figure 4) and expected to deliver above-market growth over the long term. As a result, there will be periods when the performance of AMCIL can vary quite markedly from the Index (Figure 5). Noting the difference in annual returns from the Index, the key objective is to deliver a sustained outperformance over the medium to long term.

Figure 3: Portfolio and Share Price Performance – Per Annum Returns to 30 June 2021, Including Franking Credits*

==> picture [288 x 143] intentionally omitted <==

----- Start of picture text -----

1 year 3 years 5 years 10 years
Net asset per share growth plus dividends, S&P/ASX 200 Accumulation Index,
including franking including franking
31.8%
29.1%
14.9%
13.1% 12.6% 12.7%
11.0% 10.8%
----- End of picture text -----

Assumes an investor can take full advantage of the franking credits. Past performance is not indicative of future performance.

Figure 4: Investment by Sector and the Portfolio’s Variance From the S&P/ASX 200 Index as at 30 June 2021*

==> picture [320 x 206] intentionally omitted <==

----- Start of picture text -----

Industrials
Healthcare
Consumer
Discretionary
Information
Technology
Materials
Other
Financials
Communication
Services
Banks
Real
Estate
Consumer
Staples
Cash
Energy
Utilities
0% 5% 10% 15% 20% 25%
AMCIL portfolio weight S&P/ASX 200 Index weight
----- End of picture text -----

Adjustments to the Portfolio

The focus on concentrating portfolio exposures to the highest quality businesses has seen the portfolio relatively well positioned through the year. In this context, portfolio adjustments were more limited compared with recent history. The strong increase in share prices over the year led to some trimming in Reece and Objective Corporation as valuation risk in the portfolio appeared to be heightened. The positions in Qube Holdings, Brambles, Cleanaway Waste Management and APA Group were exited with proceeds from these sales distributed across new and existing holdings.

New companies added to the portfolio were FINEOS Corporation, ResMed, Temple & Webster, Fisher & Paykel Healthcare, PEXA Group (via participation in its IPO), InvoCare and PKS Holdings. Periods of volatility throughout the year also provided the opportunity to add to the holding in ASX, given the long term appeal of its strong market position.

Share Price

The share price was trading at a discount of 4.2 per cent to the net asset backing (before tax on unrealised gains) at 30 June 2021, compared with a discount of 6.4 per cent at the end of the prior financial year. The share price return for the 12 months to 30 June 2021 of 35.2 per cent (including franking), was ahead of the portfolio return of 31.8 per cent (including franking) for this period.

AMCIL Limited

Annual Report 2021

Figure 5: Performance Each Financial Year of AMCIL Including Dividends and Franking Credits Versus the ASX 200 Accumulation Index with Franking*

==> picture [325 x 162] intentionally omitted <==

----- Start of picture text -----

30%
25%
20%
15%
10%
5%
0%
-5%
-10%
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
AMCIL net asset per share growth S&P/ASX 200 Accumulation Index
including franking including franking
----- End of picture text -----

Assumes an investor can take full advantage of the franking credits.

Figure 6: Share Price Discount/Premium to Net Asset Backing Per Share

==> picture [321 x 175] intentionally omitted <==

----- Start of picture text -----

10%
5%
0%
-5%
-10%
Jun 16 Jun 17 Jun 18 Jun 19 Jun 20 Jun 21
----- End of picture text -----

AMCIL Limited

Annual Report 2021

Review of Operations and Activities

continued

Over the 10-year period, the share price return has performed well against the portfolio return, with the share price up 14.2 per cent per annum to 30 June 2021 versus the portfolio which was up 12.7 per cent per annum over this period (both figures include franking).

Figure 7 outlines the benefit of compound returns and the value of AMCIL’s investment approach. It shows the total share price return (including dividends and the full benefit of franking credits) from an investment of $10,000 in AMCIL shares over a 10-year period relative to the return from the ASX 200 Accumulation Index, including franking credits.

Moving Forward

Moving into the new financial year, the outlook for equity markets is likely to be determined by a number of factors, including the level of inflation and interest rates in Australia and the United States, and how society is placed regarding COVID-19.

The elevated valuation multiples currently on offer in equity markets (Figure 8) make further compelling investment opportunities more challenging to identify. However, our investment experience gives us confidence that we will uncover further opportunities in high-quality and

emerging growth companies into the new financial year, particularly if there is increased volatility.

Directorship Matters

Mr Bruce Teele retired at the Annual General Meeting in October 2020 having been a Director of the Company for over 17 years and Chairman since 2004.

The Board wishes to record their profound gratitude to Mr Teele for his dedicated leadership and outstanding contribution. The Company and its shareholders have greatly benefitted from his experience and wisdom.

Figure 7: 10-year Share Price Return of AMCIL Including Dividends and the Full Benefit of Franking Credits

==> picture [327 x 165] intentionally omitted <==

----- Start of picture text -----

$40,000
$35,000
$30,000
$25,000
$20,000
$15,000
$10,000
$5,000
$0
AMCIL share price return, including franking S&P/ASX 200 Accumulation Index, including franking
Jun 11Dec 11Jun 12Dec 12Jun 13Dec 13Jun 14Dec 14Jun 15Dec 15Jun 16Dec 16Jun 17Dec 17Jun 18Dec 18Jun 19Dec 19Jun 20Dec 20Jun 21
----- End of picture text -----

Note assumes the reinvestment of dividends. This chart calculates the benefit of franking credits at the time dividends are paid for both AMCIL and the Index. In practice there is a timing difference between receipt of the dividend and the realisation of the franking benefit in the following tax year.

Figure 8: Valuation of the Market – Price Earnings Ratio of the S&P ASX 200 Index

==> picture [325 x 168] intentionally omitted <==

----- Start of picture text -----

20
18
16
10-year
14
average
15.3
12
10
Source: FactSet
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Times
----- End of picture text -----

Mr Rupert Myer AO was appointed Chairman of the Company with effect from the conclusion of the 2020 Annual General Meeting.

Mr Ross Barker retired from the Board with effect from 31 January 2021. The Board wishes to record their deep appreciation to Mr Barker for his 24 years of outstanding service to the Company and wish him well for the future.

Dr Jodie Auster was appointed as an Independent Non-Executive Director of the Company on 1 February 2021.

Dr Auster is currently working on a global project for the People team at Uber. Until recently, she led Uber Eats across Asia Pacific as the Regional General Manager. Prior to this Dr Auster was a Director of Customer Operations and Vice President of People for Thumbtack in San Francisco, and a consultant for Bain & Company in Australia. Dr Auster has extensive experience working with global technology platforms and has led several start-up businesses to achieve scale.

AMCIL Limited

Annual Report 2021

Top 20 Investments

As at 30 June 2021

Includes investments held in both the investment and trading portfolios.

Valued at Closing Prices at 30 June 2021

		Total Value	% of the
		$Million	Portfolio
1	CSL	30.7	8.3
2	Mainfreight	24.4	6.5
3	BHP Group	22.3	6.0
4	Wesfarmers	21.0	5.6
5	Macquarie Group	16.7	4.5
6	Transurban Group	15.3	4.1
7	Woolworths Group	14.5	3.9
8	National Australia Bank	13.8	3.7
9	ARB Corporation	13.4	3.6
10	Goodman Group	12.8	3.5
11	IRESS	11.7	3.2
12	Macquarie Telecom Group	11.6	3.1
13	James Hardie Industries	11.2	3.0
14	Carsales.com*	9.1	2.5
15	Reece	9.0	2.4
16	ASX	8.8	2.4
17	ResMed	8.6	2.3
18	SydneyAirport	8.5	2.3
19	Commonwealth Bank of Australia	7.8	2.1
20	FINEOS Corporation	7.7	2.1
Total		278.8
Aspercentage of totalportfolio value(excludes cash)			75.0%

Indicates that options were outstanding against part of the holding.

AMCIL Limited

Annual Report 2021

Financial Condition

The Company’s financing consists predominantly of shareholders’ funds. It also has access to bank facilities of $10 million, which were utilised during the year.

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 (macro, which include economic growth rates, inflation, interest rates, exchange rates and taxation levels and micro which includes industry economics and competitive behaviour) and their approach to, and management of, material Environmental, Social and Governance (ESG) risks.

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.

Capital Changes

As a result of the Company’s Dividend Reinvestment Plan 1,387,030 new shares were issued at $0.92 per share in August 2020.

As a result of the Company’s Dividend Substitution Share Plan 90,899 new shares were issued at a nil cost in August 2020.

As a result of the Company’s Share Purchase Plan 18,740,597 new shares were issued at $0.97 per share in November 2020.

The Company’s buy-back facility remains open although no shares were bought back during the year.

The Company’s contributed equity rose by $19.4 million to $209.0 million from $189.6 million. At the close of the year the Company had 298.7 million shares on issue.

Dividends

Directors have declared a fully franked final dividend of 4.5 cents per share (2.5 ordinary dividend, 2.0 cents special)(2.5 cents final dividend, also fully franked, last year).

Dividends paid during the year ended 30 June 2021 were as follows:

	$’000
Final dividend for the year ended 30 June 2020 of 2.5 cents
fullyfrankedpaid on 27 August 2020	6,879

AMCIL Limited

Annual Report 2021

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 final and special dividend of 4.5 cents per share for the year ended 30 June 2021, it carries with it a 5 cents per share LIC capital gain attributable part (2020: nil cents). The amount which shareholders may be able to claim as a tax deduction depends on their individual situation. Further details are provided in the dividend statements.

Significant Changes in the State of Affairs

Directors are not aware of any other significant changes in the operations of the Company, or the environment in which it operates, that will adversely affect the results in subsequent years.

Events Since Balance Date

The Directors are not aware of any 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 the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, relating to the ‘rounding off’ of amounts in the Financial Report. Amounts in the Financial Report have been rounded off in accordance with that Instrument, to the nearest thousand dollars, or in certain cases, to the nearest dollar.

AMCIL Limited

Annual Report 2021

Board Members

==> picture [103 x 104] intentionally omitted <==

Rupert Myer AO

Chairman and Independent Non-Executive Director

BCom (Hons) (Melb), MA (Cantab)

Mark Freeman

Managing Director

BE, MBA, Grad Dip App Fin (Sec Inst), AMP (INSEAD)

Jodie Auster

Independent Non-Executive Director

MBBS, MBAF Fin

Roger G Brown

Independent Non-Executive Director

B.Eng, MBA

Chairman of the Investment Committee.

My Myer was elected to the Board in January 2000 and appointed Chairman in 2020. Currently, he is President of The Myer Foundation, Chairman of the Yulgilbar Group and a Director of eCargo Holdings Limited, Mutual Trust Pty Limited, The Myer Family Investments Pty Ltd and EV Cargo Limited. Mr Myer was formerly Deputy Chairman of Myer Holdings Ltd, and a Director of Diversified United Investments Limited and Healthscope Limited.

Member of the Investment Committee

Mr Freeman became Chief Executive Officer and Managing Director in January 2018 having been Chief Investment Officer since joining the Company in February 2007. Prior to this he was a Partner with Goldman Sachs JBWere where he spent 12 years advising the investment companies on their investment and dealing activities. He has a deep knowledge and experience of investments markets and the Company’s approaches, policies and processes. He is also Managing Director of AFIC, Djerriwarrh Investments Limited and Mirrabooka Investments Limited.

Dr Auster joined the Board in February 2021. Dr Auster is currently working on a global project for the People team at Uber. Until recently, she led Uber Eats across Asia Pacific as the Regional General Manager. Prior to this Dr Auster was a Director of Customer Operations and Vice President of People for Thumbtack in San Francisco, and a consultant for Bain & Company in Australia. Dr Auster has extensive experience working with global technology platforms and has led several start-up businesses to achieve scale.

Member of the Investment Committee.

Mr Brown was appointed to the Board in February 2014. He has been the Non-Executive Chairman of ARB Corporation Limited since 2016. Mr Brown also held the position of Executive Chairman of the Company from 1987 to 2016.

Mr Brown has wide experience as a CEO and Director and brings to the Company a wealth of knowledge from ARB Corporation’s involvement in the automotive industry in Australia and overseas.

AMCIL Limited

Annual Report 2021

==> picture [103 x 104] intentionally omitted <==

==> picture [103 x 105] intentionally omitted <==

==> picture [103 x 104] intentionally omitted <==

Michael J Hirst

Independent Non-Executive Director

B Com (Melb), SF Fin

Siobhan L McKenna

Independent Non-Executive Director

B.Ec. (Hons), MPHIL

Jon Webster AM

Independent Non-Executive Director

BCom, LLB (Hons) LLM

Chairman of the Audit Committee.

Mr Hirst joined the Board in January 2019. He is a Director of AMP Limited, Butn Limited, GMHBA Limited, GMHBA Services Limited and Deputy Chairman of Racing Victoria Limited. He was Managing Director and Chief Executive Officer of Bendigo and Adelaide Bank Ltd from 2009 to 2018. He previously held senior Executive and management positions with Colonial Limited, Chase AMP Bank Limited and Westpac Banking Corporation. He is an honorary member of the Business Council of Australia and was a member of the COVID Commission.

Member of the Audit Committee.

Ms McKenna joined the Board in March 2016. She has a significant international background in strategy and policy in the public and private sectors. As an Executive she has led consumer facing businesses in the media and digital sectors. She was a Commissioner of the Australian Productivity Commission and a Partner of McKinsey & Company.

Ms Mckenna is Executive Chairman of Foxtel, Fox Sports and Australian News Channel, a Non-Executive Director of Woolworths Group, and a Director of Nova Entertainment.

Member of the Audit and Investment Committees.

Mr Webster was appointed to the Board in November 2016. Mr Webster is a consultant at Allens having been a partner of Allens practicing in the area of corporate law and governance for over 30 years and was a Board member of Allens for 12 years. He is a Trustee of the R E Ross Trust and a Director of Hillview Quarries Pty Ltd. He is a former Chairman of the Audit Committee of the Northern Land Council, former Chairman of the Corporations Committee of the Law Council of Australia, a former Director of the Human Rights Law Centre and a former member of the ASX’s Listings Advisory Panel and of the Federal Government’s Consultative Group to the Corporations Law Simplification Task Force.

AMCIL Limited

Annual Report 2021

Board Members

continued

Meetings of Directors

The number of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended 30 June 2021 and 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
RH Myer JR Auster RE Barker RG Brown M Freeman S McKenna MJ Hirst BB Teele JJ Webster	12 12 20 20 1^ 3 5 5 - 6# - - 7 7 11 11 2 2 12 12 20 18 - 2# 12 12 20 20 - 3# 12 11 - 17# 3 3 12 12 - 20# 2^ 3 3 3 6 6 - - 12 12 9^^ 20 2^^ 3

BB Teele retired as Chairman and Non-Executive Director on 8 October 2020.

** RE Barker retired as a Non-Executive Director on 31 January 2021.

*** Dr JR Auster was appointed on 1 February 2021.

^ MJ Hirst was appointed as Chairman of Audit Committee and RM Myer stepped down from the Audit Committee effective 8 October 2020.

^^ JJ Webster joined the Investment and Audit Committees on 21 January 2021.

Attended meetings by invitation.

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.

Corporate Governance Statement

A copy of the Company’s Corporate Governance Statement for the financial year ended 30 June 2021 can be found on the Company’s website at:

amcil.com.au/Corporate-Governance.aspx

AMCIL Limited

Annual Report 2021

Senior Executives

==> picture [103 x 104] intentionally omitted <==

Geoffrey N Driver

General Manager, Business Development and Investor Relations

B Ec, Grad Dip Finance, MAICD

Andrew JB Porter

Chief Financial Officer MA (Hons) (St And), FCA, MAICD

Matthew Rowe

Company Secretary

BA (Hons), MSc Corp Gov, FGIA, FCIS

Mr Driver joined the Company in January 2003. Previously, he was with National Australia Bank Ltd for 18 years in various roles covering business strategy, marketing, distribution, investor relations and business operations. Mr Driver was formerly Chairman of Trust for Nature (Victoria).

Mr Porter joined the Company in January 2005. He is a Chartered Accountant and has had over 26 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 the immediate former Chair of The Group of 100 (G100), the peak body for CFOs and remains on the Board, is a Director of the Auditing and Assurance Standards Board (AUASB) and a Director of the Anglican Foundation.

Mr Rowe joined the Company in July 2016. He is a Chartered Secretary with over 15 years of experience in corporate governance with a particular focus in listed investment companies. He was previously a corporate governance advisor at a professional services firm which included acting as Company Secretary for three ASX listed companies. Prior to that he was the Company Secretarial Manager for a funds management company based in the United Kingdom.

AMCIL Limited

Annual Report 2021

Remuneration Report

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

The constitution of AMCIL requires approval by the shareholders in a 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.

AMCIL does not pay any performance-based remuneration. Mr Freeman is made available as Managing Director of AMCIL by Australian Investment Company Services Ltd (AICS). As part of his remuneration arrangements with AICS, Mr Freeman receives an ‘at risk’ component which is based on performance, as do other Executives. The performance criteria include quantitative and qualitative assessments which include, amongst other things, the services that he has 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.

(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 2021 were as follows:

==> picture [497 x 389] intentionally omitted <==

----- Start of picture text -----

Post-
Short Term employment Total
Fee/Base Salary Superannuation Remuneration
$ $ $
BB Teele – Chairman (Non-Executive)(retired 8 October 2020)
2021 31,765 3,018 34,783
2020 116,895 11,105 128,000
RH Myer – Director – Chairman from 8 October 2020 (Non-Executive)
2021 101,013 9,596 110,609
2020 58,447 5,553 64,000
J Auster – Director (Non-Executive)(appointed 1 February 2021)
2021 24,353 2,314 26,667
RE Barker – Director (Non-Executive)(retired 31 January 2021)
2021 34,094 3,239 37,333
2020 58,447 5,553 64,000
RG Brown – Director (Non-Executive)
2021 58,447 5,553 64,000
2020 58,447 5,553 64,000
M Freeman – Managing Director (Executive)
2021 - - -
2020 - - -
MJ Hirst – Director (Non-Executive)
2021 58,447 5,553 64,000
2020 58,447 5,553 64,000
SL McKenna – Director (Non-Executive)
2021 58,447 5,553 64,000
2020 58,447 5,553 64,000
JJ Webster – Director (Non-Executive)
2021 58,447 5,553 64,000
2020 58,447 5,553 64,000
Total remuneration: Directors
2021 425,013 40,379 465,392
2020 467,577 44,423 512,000
----- End of picture text -----

AMCIL Limited

Annual Report 2021

(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 RH Myer, who was in office at 31 December 2003, the amounts accrued as at that date will be paid to him upon his ultimate retirement. $87,000 of accrued retirement allowance was paid to RE Barker on the occasion of his retirement. No further accruals of Directors’ retiring allowances will be made after 31 December 2003. New Directors appointed to the Company will not be entitled to any Director’s 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.

	Amount Payable on Retirement
	$
RH Myer	68,150

Holdings of Securities Issued by the Company

As at 30 June 2021, Directors and Executives who held 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	Balance at
	1 July2020	Net Changes 30 June 2021
RH Myer	1,400,000	522,503 1,922,503
J Auster	n/a	- -
RE Barker	4,861,871	n/a n/a
RG Brown	1,475,838	71,032 1,546,870
M Freeman	870,339	85,505 955,844
MJ Hirst	345,000	(141,573) 203,427
SL McKenna	705,550	19,172 724,722
BB Teele	50,014,141	n/a n/a
JJ Webster	2,024,084	107,075 2,131,159
GN Driver	407,019	41,987 449,006
AJB Porter	53,709	3,005 56,714
MJ Rowe	5,108	3,230 8,338

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 four Executives: M Freeman, Managing Director; GN Driver, General Manager – Business Development and Investor Relations; AJB Porter, Chief Financial Officer; and MJ Rowe who is Company Secretary (30 June 2020: four Executives).

No remuneration is paid to the Executives directly by AMCIL as their services are provided pursuant to an arrangement with AICS as outlined in the Notes to the Financial Statements. However, the Managing Director, General Manager – Business Development and Investor Relations, the Chief Financial Officer and the Company Secretary were all required to purchase AMCIL shares as part of their Annual Incentive Plans. All Executives purchased shares during the year under this plan.

AMCIL Limited

Annual Report 2021

Non-audit Services

Details of non-audit services performed by the auditors may be found in Note F2 of the Financial Report.

The Board of Directors has considered the position and, in accordance with the advice received from the Audit Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

all non-audit services have been reviewed by the Audit Committee to ensure they do not impact the impartiality and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in the Corporations Act 2001 including reviewing or auditing the auditor’s own work, acting in management or a decision-making capacity for the Company, acting as advocate for the Company, or jointly sharing economic risk and rewards.

A copy of the Auditor’s Independence Declaration is set out on page 21.

This report in relation to the financial year to 30 June 2021 is presented by the Directors of the Company in accordance with a resolution of Directors.

==> picture [131 x 35] intentionally omitted <==

R Myer AO Chairman

Melbourne 27 July 2021

AMCIL Limited

Annual Report 2021

Auditor’s Independence Declaration

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

AMCIL Limited

Annual Report 2021

FINANCIAL STATEMENTS

23 FINANCIAL STATEMENTS

35 D. Balance Sheet Reconciliations

35 D1. Current Assets – Cash
23 Income Statement
24 Statement of Comprehensive Income
25 Balance Sheet
26 Statement of Changes in Equity
27 Cash Flow Statement

28 NOTES TO THE FINANCIAL STATEMENTS

28 A. Understanding AMCIL’s Financial Performance

28 A1. How AMCIL Manages Its Capital
28 A2. Investments Held and How They Are Measured
29 A3. Operating Income
30 A4. Dividends Paid
31 A5. Earnings Per Share
35 D2. Credit Facilities
35 D3. Revaluation Reserve
36 D4. Realised Capital Gains Reserve
36 D5. Retained Profits
36 D6. Share Capital

37 E. Income Statement Reconciliations

37 E1. Reconciliation of Net Cash Flows From Operating Activities to Profit
37 E2. Tax Reconciliations
38 F. Further Information
38 F1. Related Parties
38 F2. Remuneration of Auditors
38 F3. Segment Reporting
39 F4. Summary of Other Accounting Policies
31 B. Costs, Tax and Risk
31 B1. Management Costs
32 B2. Tax
33 B3. Risk
34 C. Unrecognised Items
34 C1. Contingencies

AMCIL Limited

Annual Report 2020

Income Statement

For the Year Ended 30 June 2021

	Note 2021 $’000 2020 $’000
Dividends and distributions	A3 8,313 7,074
Revenue from deposits and bank bills	5 104
Other revenue	51 54
Total revenue	8,369 7,232
Net gains on trading portfolio	A3 198 393
Income from options writtenportfolio	A3 154 857
Income from operatingactivities	8,721 8,482
Finance costs	(95) (98)
Administration expenses	B1 (1,850) (1,797)
Profit before income tax expense	6,776 6,587
Income tax expense	B2,E2 - (624)
Profit for theyear	6,776 5,963
	Cents Cents
Basic earningsper share	A5 2.33 2.15

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

AMCIL Limited

Annual Report 2021

Statement of Comprehensive Income

For the Year Ended 30 June 2021

	Year to 30 June 2021 Year to 30 June 2020
	Revenue1 $’000 Capital1 $’000 Total $’000 Revenue1 $’000 Capital1 $’000 Total $’000
Profit for the year Other comprehensive income Gains for the period Tax on above	6,776 - 6,776 5,963 - 5,963 - 88,425 88,425 - 10,893 10,893 - (27,280) (27,280) - (3,317) (3,317)
Total other comprehensive income	- 61,145 61,145 - 7,576 7,576
Total comprehensive income	6,776 61,145 67,921 5,963 7,576 13,539

‘Capital’ includes realised or unrealised gains or losses (and the tax on those) on securities in the investment portfolio. Income in the form of distributions and dividends is recorded as ‘revenue’. All other items, including expenses, are included in profit for the year, which is categorised under ‘revenue’.

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 2021

Balance Sheet

As at 30 June 2021

	Note 2021 $’000 2020 $’000
Current assets
Cash	D1 10,933 9,190
Receivables	3,315 719
Total current assets	14,248 9,909
Non-current assets
Deferred tax assets	E2 - 14
Investmentportfolio	A2 371,865 269,617
Total non-current assets	371,865 269,631
Total assets	386,113 279,540
Current liabilities
Payables	83 175
Tax payable	5,605 1,107
Options sold	A2 47 -
Total current liabilities	5,735 1,282
Non-current liabilities
Deferred tax liabilities – other	E2 58 -
Deferred tax liabilities – investmentportfolio	B2 44,977 23,363
Total non-current liabilities	45,035 23,363
Total liabilities	50,770 24,645
Net assets	335,343 254,895
Shareholders’ equity
Share capital	A1, D6 208,987 189,581
Revaluation reserve	A1, D3 88,605 40,075
Realised capital gains reserve	A1, D4 28,299 15,684
Retainedprofits	A1,D5 9,452 9,555
Total shareholders’ equity	335,343 254,895

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

AMCIL Limited

Annual Report 2021

Statement of Changes in Equity

For the Year Ended 30 June 2021

Year Ended 30 June 2021	Note	Share Capital $’000	Revaluation Reserve $’000	Realised Capital Gains Reserve $’000	Retained Profts $’000	Total $’000
Total equity at the beginning of the year		189,581	40,075	15,684	9,555	254,895
Dividends paid	A4	-	-	-	(6,879)	(6,879)
Shares issued under Dividend Reinvestment Plan	D6	1,276	-	-	-	1,276
Shares issued under Share Purchase Plan	D6	18,178	-	-	-	18,178
Other share capital adjustments		(48)	-	-	-	(48)
Total transactions with shareholders		19,406	-	-	(6,879)	12,527
Profit for the year		-	-	-	6,776	6,776
Other comprehensive income (net of tax)
Netgain for theperiod on investments		-	61,145	-	-	61,145
Other comprehensive income for the year		-	61,145	-	-	61,145
Transfer to realised capital gains reserve
of realisedgains on investments sold		-	(12,615)	12,615	-	-
Total equityat the end of theyear		208,987	88,605	28,299	9,452	335,343
				Realised
		Share	Revaluation	Capital	Retained
		Capital	Reserve	Gains	Profts	Total
Year Ended 30 June 2020	Note	$’000	$’000	$’000	$’000	$’000
Total equity at the beginning of the year		186,168	36,784	19,637	4,965	247,554
Dividends paid	A4	-	-	(8,238)	(1,373)	(9,611)
Shares issued under Dividend Reinvestment Plan	D6	3,426	-	-	-	3,426
Other share capital adjustments		(13)	-	-	-	(13)
Total transactions with shareholders		3,413	-	(8,238)	(1,373)	(6,198)
Profit for the year		-	-	-	5,963	5,963
Other comprehensive income (net of tax)
Netgain for theperiod on investments		-	7,576	-	-	7,576
Other comprehensive income for the year		-	7,576	-	-	7,576
Transfer to realised capital gains reserve
of realisedgains on investments sold		-	(4,285)	4,285	-	-
Total equityat the end of theyear		189,581	40,075	15,684	9,555	254,895

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

AMCIL Limited

Annual Report 2021

Cash Flow Statement

For the Year Ended 30 June 2021

	Note 2021 $’000 Infows/ (Outfows) 2020 $’000 Infows/ (Outfows)
Cash flows from operating activities
Sales from trading portfolio	2,090 3,599
Purchases for trading portfolio	(1,607) (2,560)
Interest received	5 104
Proceeds from entering into options in options written portfolio	237 1,154
Payment to close out options in options written portfolio	(37) (1,514)
Dividends and distributions received	5,545 6,508
Other receipts	6,233 7,291 51 54
Administration expenses	(1,942) (1,797)
Finance costs paid	(96) (98)
Income taxespaid	(425) -
Net cash inflow/(outflow)from operatingactivities	E1 3,821 5,450
Cash flows from investing activities
Sales from investment portfolio	55,102 117,527
Purchases for investment portfolio	(69,035) (120,662)
Taxpaid on capitalgains	(672) (915)
Net cash inflow/(outflow)from investingactivities	(14,605) (4,050)
Cash flows from financing activities
Shares issued	19,454 3,426
Share issue transaction costs	(48) (13)
Dividendspaid	(6,879) (9,611)
Net cash inflow/(outflow)from financingactivities	12,527 (6,198)
Net increase/(decrease) in cash held	1,743 (4,798)
Cash at the beginningof theyear	9,190 13,988
Cash at the end of theyear	D1 10,933 9,190

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

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

AMCIL Limited

Annual Report 2021

NOTES TO THE FINANCIAL STATEMENTS

A. Understanding AMCIL’s Financial Performance

A1. How AMCIL Manages Its Capital

AMCIL’s objective is to provide shareholders with attractive total returns including strong capital growth over the medium to long term and to pay fully franked dividends.

AMCIL recognises that its capital will fluctuate with market conditions. In order to manage those fluctuations, the Board may adjust the amount of dividends paid, issue new shares, buy back the Company’s shares or sell assets to settle any debt.

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

	2021	2020
	$’000	$’000
Share capital	208,987	189,581
Revaluation reserve	88,605	40,075
Realised capital gains reserve	28,299	15,684
Retainedprofits	9,452	9,555
	335,343	254,895

Refer to Notes D3–D6 for a reconciliation of movement for each equity account from period to period.

A2. Investments Held and How They Are Measured

AMCIL has three portfolios of securities: the investment portfolio, the options written portfolio and the trading portfolio. Details of all holdings (except for specific option holdings) as at the end of the reporting period can be found at the end of the Annual Report.

The investment portfolio holds securities which the Company intends to retain on a long term basis. The options written portfolio and trading portfolio are held for short term trading only. The latter is relatively small in size when utilised. The options written portfolio can contain both call and put options and call options are only written over securities held in the investment portfolio.

The balance and composition of the investment portfolio was:

The balance and composition of the investment portfolio was:
	2021 $’000 2020 $’000
Equityinstruments(at market value)	371,865 269,617
	371,865 269,617
The fair value (the price at which the option may be bought) at
30 June of the securities in the options written portfolio was:
Call options	(47) -
Put options	- -
	(47) -

All options written by the Company and open at year end are call options. If all options were exercised, this would lead to the sale of $2.0 million worth of securities at an agreed price – the ‘exposure’ (2020: $nil).

$8.9 million of shares are lodged with ASX Clear Pty Ltd as collateral for sold option positions written by the Company (2020: $7.7 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 portfolio.

How Investments Are Shown in the Financial Statements

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

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

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

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

All financial instruments held by AMCIL are classified as Level 1 (other than an immaterial amount of call or put options when written and the investment in PEXA Group, which is classified as Level 2 as it did not start trading until 1 July 2021). Their fair values are initially measured at the costs of acquisition and then remeasured based on quoted market prices at the end of the reporting period.

AMCIL Limited

Annual Report 2021

Net Tangible Asset Backing Per Share

The Board regularly reviews the net asset backing per share both before and after provision for deferred tax on the unrealised gains in AMCIL’s long term investment portfolio. Deferred tax is calculated as set out in Note B2. The relevant amounts as at 30 June 2021 and 30 June 2020 were as follows:

30 June 2020 were as follows:
	30 June 2021	30 June 2020
	$	$
Net tangible asset backing per share
Before tax	1.27	1.00
After tax	1.12	0.92

Equity Investments

The shares in the investment portfolio are designated under the accounting standards as financial assets measured at fair value through ‘other comprehensive income’ (OCI), because they are equity instruments held for long term capital growth and dividend income, rather than to make a profit from their sale. This means that changes in the value of these shares during the reporting period are included in OCI in the Statement of Comprehensive Income. The cumulative change in value of the shares over time is then recorded in the revaluation reserve. On disposal, the amounts recorded in the revaluation reserve are transferred to the realised capital gains reserve.

Options

Options are classified as financial assets or liabilities at fair value through profit and loss and usually have an expiry date within 12 months from the date that they are sold. 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.

Securities Sold and How They Are Measured

Where securities are sold, any difference between the sale price and the cost is transferred from the revaluation reserve to the realised capital gains reserve and the amounts noted in the Statement of Changes in Equity. This means the Company is able to identify the realised gains out of which it can pay a ‘Listed Investment Company’ (LIC) gain as part of the dividend, which conveys certain taxation benefits to many of AMCIL’s shareholders.

The realised gain or loss on options written is not recognised 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.

During the period $57.4 million (2020: $115.4 million) of equity securities were sold. The cumulative gain on the sale of securities from the investment portfolio was $12.6 million for the period after tax (2020: $4.3 million). This has been transferred from the revaluation reserve to the realised capital gains reserve (see Statement of Changes in Equity). These sales were accounted for at the date of trade.

A3. Operating Income

The total income received from AMCIL’s investments in 2021 is set out below.

2021	2020
$’000	$’000
Dividends and distributions Dividends from securities held in investment portfolio at 30 June 8,007	5,148
Dividends from investment securities sold during the year 306	1,926
Dividends from tradingsecurities sold duringtheyear -	-
8,313	7,074

Dividends from listed securities are recognised as income when those securities are quoted in the market on an ex-distribution basis. Dividends from unlisted securities are recognised as income when they are received. Capital returns on ordinary shares are treated as an adjustment to the carrying value of the shares.

AMCIL Limited

Annual Report 2021

Notes to the Financial Statements

continued

Trading Income and Non-equity Investments

Net gains (before tax) on the trading and options portfolio are set out below.

Trading Income and Non-equity Investments Net gains (before tax) on the trading and options portfolio are set out below.
	2021	2020
	$’000	$’000
Net gains
Net realised gains/(losses) from securities in trading portfolio	198	393
Realised gains on options written portfolio	159	857
Unrealisedgains/(losses)on options writtenportfolio	(5)	-
	352	1,250

A4. Dividends Paid

The dividends paid and payable for the year ended 30 June 2021 are shown below:

A4. Dividends Paid The dividends paid and payable for the year ended 30 June 2021 are shown below:
	2021	2020
	$’000	$’000
(a) Dividends Paid During the Year
Final dividend for the year ended 30 June 2020 of 2.5 cents fully franked at 30 per cent,
paid on 27 August 2020(2020: 3.5 cents fullyfranked at 30per cent, paid on 23 August 2019)	6,879	9,611
	6,879	9,611
(b) Franking Credits
Balance on the franking account after allowing for tax payable in respect of the current year’s profits
and the receipt of dividends recognised as receivables	7,771	3,391
Impact on the franking account of dividends declared but not recognised as a liability at the end
of the current financialyear	(5,761)	(2,984)
Net available	2,010	407
These franking account balances would allow AMCIL to frank additional dividend payments at a rate
of 30per cent(30 June 2020: 30per cent)upto an amount of:	4,690	950
AMCIL’s ability to continue to pay franked dividends is dependent upon the receipt of franked dividends
from the trading and investment portfolios and on AMCIL paying tax.
(c) Dividends Declared After Balance Date
Since the end of the year Directors have declared a fnal dividend of 2.5 cents per share and a special
dividend of 2 cents per share, both fully franked at 30 per cent. The aggregate amount of the fnal
dividend for the year to 30 June 2021 to be paid on 26 August 2021, but not recognised as a liability
at the end of the fnancialyear is:	13,443
(d) Listed Investment Company Capital Gain Account
Balance of the Listed Investment Company (LIC) capital gain account	14,765	2,600
This equates to an attributablegain of	21,092	3,714

Distributed LIC capital gains may entitle certain shareholders to a deduction in their tax return, as set out in the dividend statement. LIC capital gains available for distribution are dependent on the disposal of investment portfolio holdings that qualify for LIC capital gains, or the receipt of LIC distributions from LIC securities held in the portfolios. $14.9 million of the attributable gain is being paid out as part of the final dividend.

AMCIL Limited

Annual Report 2021

A5. Earnings Per Share

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

2021	2020
Basic Earnings Per Share Number	Number
Weighted average number of ordinary shares used as the denominator 290,908,748	277,943,049
$’000	$’000
Profit for the year 6,776	5,963
Cents	Cents
Basic earnings per share 2.33	2.15

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.

B. Costs, Tax and Risk

B1. Management Costs

The total management expenses for the period are as follows:

B. Costs, Tax and Risk B1. Management Costs The total management expenses for the period are as follows:
	2021	2020
	$’000	$’000
Administration fees paid to AICS	(916)	(839)
Other administration expenses	(934)	(958)
	(1,850)	(1,797)

Administration Fees Paid to AICS

Australian Investment Company Services Limited (AICS) undertakes the day-to-day administration of AMCIL’s investments and its operations, including financial reporting.

Other Administration Expenses

A major component of other administration expenses is Directors’ remuneration. This has been summarised below:

		Post-
	Short Term	employment
	Benefts	Benefts	Total
	$	$	$
2021 Directors	425,013	40,379	465,392
2020
Directors	467,577	44,423	512,000

AMCIL recognises Directors’ retirement allowances that have been crystallised as ‘amounts payable’. There are no further retirement allowances that will need to be expensed.

Detailed remuneration disclosures are provided in the Remuneration Report.

The Company does not make loans to Directors.

AMCIL Limited

Annual Report 2021

Notes to the Financial Statements

continued

B2. Tax

AMCIL’s tax position, and how it accounts for tax, is explained here. Detailed reconciliations of tax accounting to the financial statements can be found in Note E2.

The income tax expense for the period is the tax payable on this financial year’s taxable income, adjusted for any changes in deferred tax assets and liabilities attributable to temporary differences and for any unused tax losses. Deferred tax assets and liabilities (except for those related to the unrealised gains or losses in the investment portfolio) are offset, as all current and deferred taxes relate to the Australian Taxation Office and can legally be settled on a net basis. Deferred tax balances are calculated at the rate of 30 per cent (2020: 30 per cent).

A provision has been made for taxes on any unrealised gains or losses on securities valued at fair value through the Income Statement – i.e. the trading portfolio and the options written portfolio.

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

Tax Expense

The income tax expense for the period is shown below:

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

(a) Reconciliation of Income Tax Expense to Prima Facie Tax Payable
	2021	2020
	$’000	$’000
Profit before income tax expense	6,776	6,587
Tax at the Australian company tax rate of 30 per cent (2020: 30 per cent)	2,033	1,976
Tax offset for franked dividends received	(1,216)	(1,365)
Demerger dividend non-taxable	(648)	-
Tax effect of sundryitems either taxable in currentyear but not included in income or non-taxable	(114)	52
	55	663
Overprovision inprioryears	(55)	(39)
Total tax expense	-	624

Deferred Tax Liabilities – Investment Portfolio

The accounting standards require us to recognise a deferred tax liability for the potential capital gains tax on the unrealised gain in the investment portfolio. This amount is shown in the Balance Sheet. However, the Board does not intend to sell the investment portfolio, so this tax liability is unlikely to arise at this amount. Any sale of securities would also be affected by any changes in capital gains tax legislation or tax rate applicable to such gains when they are sold.

legislation or tax rate applicable to such gains when they are sold.
	2021 $’000 2020 $’000
Deferred tax liabilities on unrealised gains in the investment portfolio	44,977 23,363
Opening balance at 1 July	23,363 20,718
Tax on realised gains (at 30 per cent)	(5,666) (672)
Charged to OCI for ordinarysecurities ongains or losses for theperiod	27,280 3,317
	44,977 23,363

AMCIL Limited

Annual Report 2021

B3. Risk

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. As a Listed Investment Company that invests in tradeable securities, AMCIL can never be free of market risk as it invests its capital in securities which are not risk free – the market price of these securities will fluctuate.

A general fall in market prices of 5 per cent and 10 per cent, if spread equally over all assets in the investment portfolio, would have led to a reduction in AMCIL’s comprehensive income of $13.0 million and $26.0 million respectively, at a tax rate of 30 per cent (2020: $9.4 million and $18.9 million at a tax rate of 30 per cent).

AMCIL seeks to reduce market risk at the investment portfolio level by ensuring that it is not, in the opinion of the Investment Committee, overly exposed to one company or one particular sector of the market. The relative weightings of the individual securities and the relevant market sectors are reviewed by the Investment Committee and risk can be managed by reducing exposure where necessary. AMCIL does not have a minimum or maximum amount of the portfolio that can be invested in a single company or sector.

AMCIL’s investment exposure by sector is as below:

AMCIL’s investment exposure by sector is as below:
2021	2020
%	%
Energy 1.19	2.28
Materials 8.76	8.97
Industrials 15.99	23.85
Consumer Discretionary 13.35	10.42
Consumer Staples 3.78	3.21
Banks 5.63	5.58
Other Financials and Real Estate 13.44	9.77
Telecommunications 8.51	8.54
Healthcare 15.96	14.31
Information Technology 10.53	8.07
Utilities -	1.70
Cash 2.86	3.30

There were four securities representing over 5 per cent of the combined investment and trading portfolio (including options) at 30 June 2021: CSL (8.3 per cent), Mainfreight (6.5 per cent), BHP (6.0 per cent) and Wesfarmers (5.6 per cent)(2020 three: CSL (9.5 per cent), BHP (6.1 per cent) and Wesfarmers (5.9 per cent)).

AMCIL is not currently materially exposed to interest rate risk as the majority of its cash investments are in an overnight ‘at call’ account invested in cash management trusts which invest predominantly in securities with an A1+ rating and which are for fixed rates for short term duration. AMCIL is also not directly materially exposed to currency risk as most of 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 portfolios although stock may be purchased on-market to meet call obligations.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. AMCIL is exposed to credit risk from cash, receivables, securities in the trading portfolio and securities in the investment portfolio respectively. None of these assets are overdue. The risk in relation to each of these items is set out below.

Cash

All cash investments not held in a transactional account are invested in short term deposits with Australia’s ‘big four’ commercial banks or in cash management trusts which invest predominantly in securities with an A1+ rating. In the unlikely event of a bank default or default on the underlying securities in the cash trust, there is a risk of losing the cash deposits and any accrued unpaid interest.

Receivables

Outstanding settlements are on the terms operating in the securities industry, which usually require settlement within two days of the date of a transaction. Receivables are non-interest bearing and unsecured. In the event of a payment default, there is a risk of losing any difference between the price of the securities sold and the price of the recovered securities from the discontinued sale. Receivables also include dividends from securities that have passed the record date for the distribution but have not paid as at balance date.

AMCIL Limited

Annual Report 2021

Notes to the Financial Statements

continued

Trading and Investment Portfolios

Converting and convertible notes or other interest-bearing securities that are not equity securities carry credit risk to the extent of their carrying value. This risk will be realised in the event of a shortfall on winding-up of the issuing companies.

Liquidity Risk

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

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

AMCIL’s inward cash flows depend upon the dividends received. Should these drop by a material amount, AMCIL would amend its outward cash flows accordingly. AMCIL’s major cash outflows are the purchase of securities and dividends paid to shareholders, and both of these can be adjusted by the Board and management. Furthermore, the assets of AMCIL are largely in the form of readily tradeable securities which can be sold on-market if necessary.

The table below analyses AMCIL’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.

	Less Than 6 Months $’000	6 –12 Months $’000	Greater Than 1 Year $’000	Total Contractual Cash Flows $’000	Carrying Amount $’000
30 June 2021
Payables	83	-	-	83	83
Options written*	-	-	-	-	47
	83	-	-	83	130
30 June 2020
Payables	175	-	-	175	175
	175	-	-	175	175

In the case of call options, there are no contractual cash flows as if the option is exercised the contract will be settled in the securities over which the option is written. The contractual cash flows for put options written are the cash sums the Company will pay to acquire securities over which the options have been written, and it is assumed for purpose of the above disclosure that all options will be exercised (i.e. maximum cash outflow). There were no put options outstanding as at 30 June.

C. Unrecognised Items

C1. Contingencies

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

AMCIL Limited

Annual Report 2021

Further notes to the financial statements are included here. It is grouped into three sections:

D. Balance Sheet Reconciliations
E. Income Statement Reconciliations
F. Further Information

D. Balance Sheet Reconciliations

This section provides further information about the basis of calculation of line items in the financial statements.

D1. Current Assets – Cash

D1. Current Assets – Cash
	2021	2020
	$’000	$’000
Cash at bank and in hand(includingon-call)	10,933	9,190

Cash holdings yielded an average floating interest rate of 0.12 per cent (2020: 0.99 per cent). All cash investments are held in a transactional account or an overnight ‘at call’ account invested in cash management trusts which invest predominantly in short term securities with an A1+ rating.

D2. Credit Facilities

The Company was party to agreements under which Commonwealth Bank of Australia would extend cash advance facilities.

	2021	2020
	$’000	$’000
Commonwealth Bank of Australia – cash advance facility	10,000	10,000
Amount drawn down at 30 June	-	-
Undrawn facilities at 30 June	10,000	10,000

Repayment of facilities is done either through the use of cash received from distributions or the sale of securities, or by rolling existing facilities into new ones. Facilities when utilised are usually drawn down for no more than three months.

D3. Revaluation Reserve

D3. Revaluation Reserve
2021	2020
$’000	$’000
Opening balance at 1 July 2020 40,075	36,784
Gains on investment portfolio 88,425	10,893
Deferred tax on above (27,280)	(3,317)
Transfer to realised capitalgains reserve for realisedgains (12,615)	(4,285)
88,605	40,075

This reserve is used to record increments and decrements on the revaluation of the investment portfolio as described in accounting policy Note A2.

AMCIL Limited

Annual Report 2021

Notes to the Financial Statements

continued

D4. Realised Capital Gains Reserve

	2021 $’000 2020 $’000
	Taxable Realised Gains (Net of Tax) Difference Between Tax and Accounting Costs Total Taxable Realised Gains (Net of Tax) Difference Between Tax and Accounting Costs Total
Opening balance at 1 July Dividends paid Cumulative taxable realised (losses)/gains for period Tax on realisedgains/(losses)	687 14,997 15,684 7,357 12,280 19,637 - - - (8,238) - (8,238) 18,789 (508) 18,281 2,240 2,717 4,957 (5,666) - (5,666) (672) - (672)
	13,810 14,489 28,299 687 14,997 15,684

This reserve records gains or losses after applicable taxation arising from disposal of securities in the investment portfolio as described in A2. The difference between tax and accounting costs is a result of realised gains or losses being accounted for on an average cost basis, whilst taxable gains or losses are made based on the specific cost of the actual stock sold – i.e. on a parcel selection basis. These differences also include non-taxable realised gains or losses, e.g. losses under off-market buy-backs.

D5. Retained Profits

D5. Retained Profts
	2021	2020
	$’000	$’000
Opening balance at 1 July	9,555	4,965
Dividends paid	(6,879)	(1,373)
Profit for theyear	6,776	5,963
	9,452	9,555

This reserve relates to past profits.

D6. Share Capital

			Number		Paid-up
			of Shares	Issue Price	Capital
Date	Details	Note	’000	$	$’000
01/7/2019	Balance		274,586		186,168
23/8/2019	Dividend Reinvestment Plan	i	3,938	0.87	3,426
Various	Costs of issue		-		(13)
30/6/2020	Balance		278,524		189,581
27/8/2020	Dividend Reinvestment Plan	i	1,387	0.92	1,276
27/8/2020	Dividend Substitution Share Plan	ii	91	0.92	n/a
25/11/2020	Share Purchase Plan	iii	18,741	0.97	18,178
Various	Costs of issue		-		(48)
30/6/2021	Balance		298,743		208,987

i. Shareholders elect to have all or part of their dividend payment reinvested in new ordinary shares under the Dividend Reinvestment Plan (DRP). The price of the new DRP shares is based on the average selling price of shares traded on the Australian Securities Exchange (ASX) and Chi-X in the five days after the shares begin trading ex-dividend.

ii. The Company has a Dividend Substitution Share Plan (DSSP) whereby shareholders may elect to forgo a dividend and receive shares instead. Pricing for the DSSP shares is done as per the DRP shares.

iii. During the year ended 30 June 2021 the Company announced a Share Purchase Plan (SPP). The SPP issue price was set at a nil discount to the volume-weighted average price of AMCIL shares traded on the Australian Securities Exchange (ASX) and Chi-X over the five trading days up to, and including, the day before the SPP offer was announced.

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

AMCIL Limited

Annual Report 2021

E. Income Statement Reconciliations

E1. Reconciliation of Net Cash Flows from Operating Activities to Profit

E. Income Statement Reconciliations E1. Reconciliation of Net Cash Flows from Operating Activities to Proft
2021	2020
$’000	$’000
Profit for the year 6,776	5,963
Demerger dividend (non-cash) (2,159)	-
Increase/(decrease) in options written portfolio 47	(1,217)
Dividends received as securities under DRP investments -	(368)
Decrease/(increase) in current receivables (2,596)	2,274
– Less increase/(decrease) in receivables for investment portfolio 2,269	(1,826)
Increase/(decrease) in deferred tax liabilities 21,686	2,768
– Less (increase)/decrease in deferred tax liability on investment portfolio (21,614)	(2,645)
Increase/(decrease) in current payables (92)	2
Increase/(decrease) in provision for tax payable 4,498	256
– Less CGT provision (5,666)	(672)
– Add taxespaid on capitalgains 672	915
Net cash flows from operatingactivities 3,821	5,450

E2. Tax Reconciliations

E2. Tax Reconciliations
2021	2020
$’000	$’000
Tax Expense Composition Charge/(credit) for tax payable relating to the current year (17)	540
Over provision in prior years (55)	(39)
(Increase)/decrease in deferred tax assets 72	123
-	624
Amounts Recognised Directly Through Other Comprehensive Income Net movement in tax liabilities relating to capital gains tax on the movement ingains in the investmentportfolio 27,280	3,317
27,280	3,317

Deferred Tax Assets and Liabilities

The deferred tax balances are attributable to:

Deferred Tax Assets and Liabilities The deferred tax balances are attributable to:
2021	2020
$’000	$’000
(a) Tax on unrealised gains or losses in the options written portfolio 1	-
(b) Provisions and expenses charged to the accounting profit which are not yet tax deductible 22	47
(c)Interest and dividend income receivable which is not assessable for tax until receipt (81)	(33)
(58)	14
Movements: Opening asset/(liability) balance at 1 July 14	137
Credited/(charged)to Income statement (72)	(123)
(58)	14

Deferred tax assets arise when provisions and expenses have been charged but are not yet tax deductible. These assets are realised when the relevant items become tax deductible, as long as enough taxable income has been generated to claim the assets against, and as long as there are no changes to the tax legislation that affect AMCIL’s ability to claim the deduction. As noted in B2, deferred tax assets and liabilities have been calculated at a rate of 30 per cent (2020: 30 per cent).

AMCIL Limited

Annual Report 2021

Notes to the Financial Statements

continued

F. Further Information

This section covers information that is not directly related to specific line items in the financial statements, including information about related party transactions, assets pledged as security and other statutory information.

F1. Related Parties

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

F2. Remuneration of Auditors

During the year the auditor earned the following remuneration:

F2. Remuneration of Auditors During the year the auditor earned the following remuneration:
	2021	2020
	$	$
PricewaterhouseCoopers
Audit or review of financial reports	108,892	104,678
Permitted non-audit services
Taxation compliance services	9,450	9,264
Total remuneration	118,342	113,942

F3. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting used by the chief operating decision-maker. The Board, through its 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.

Description of Segments

The Board makes the strategic resource allocations for AMCIL. AMCIL 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 AMCIL’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 AMCIL’s performance is evaluated on an overall basis.

Segment Information Provided to the Board

The internal reporting provided to the Board for AMCIL’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 AMCIL’s Net Tangible Asset announcements to the ASX).

Other Segment Information

Revenues from external parties are derived from the receipt of dividend, distribution and interest income, and income arising on the trading portfolio and realised income from the options portfolio.

AMCIL is domiciled in Australia and most of AMCIL’s income is derived from Australian entities or entities that maintain a listing in Australia. AMCIL has a diversified portfolio of investments, with two investments comprising more than 10 per cent of AMCIL’s income, including realised income from the trading and options written portfolios – Woolworths Group, as a consequence of the demerger dividend received for Endeavour Group (28.4 per cent) and BHP (11.5 per cent)(2020: none).

AMCIL Limited

Annual Report 2021

F4. Summary of Other Accounting Policies

This general purpose Financial Report has been prepared in accordance with Australian Accounting Standards, Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001 . This Financial Report has been authorised for issue on 27 July 2021 in accordance with a resolution of the Board and is presented in the Australian currency. The Directors of AMCIL have the power to amend and reissue the Financial Report.

AMCIL 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
Options	Derivatives written over equity instruments that are valued at fair value through profit or loss

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

AMCIL 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 2021 (‘the inoperative standards’). The impact of the inoperative standards has been assessed and the impact has been identified as not being material. AMCIL only intends to adopt inoperative standards at the date at which their adoption becomes mandatory.

Basis of Accounting

The financial statements are prepared using the valuation methods described in A2. All other items have been treated in accordance with the historical cost convention.

Fair Value of Financial Assets and Liabilities

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

Rounding of Amounts

AMCIL is a company of the kind referred to in the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, relating to the ‘rounding off’ of amounts in the Financial Report. Amounts in the Financial Report have been rounded off in accordance with that Instrument, to the nearest thousand dollars, or in certain cases, to the nearest dollar.

AMCIL Limited

Annual Report 2021

DIRECTORS’ DECLARATION

In the Directors’ opinion:

1) the financial statements and notes set out on pages 23 to 39 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 2021 and of its performance for the financial year ended on that date; and
2) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Note F4 to the financial statements confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

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

This declaration has been made after receiving the declarations required to be made to the Directors by the Managing Director and the Chief Financial Officer regarding the financial statements in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2021.

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.

==> picture [131 x 35] intentionally omitted <==

R Myer AO Chairman

Melbourne 27 July 2021

AMCIL Limited

Annual Report 2021

INDEPENDENT AUDIT REPORT

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

AMCIL Limited

Annual Report 2021

INDEPENDENT AUDIT REPORT

continued

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

AMCIL Limited

Annual Report 2021

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

AMCIL Limited

43 Annual Report 2021

INDEPENDENT AUDIT REPORT

continued

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

AMCIL Limited

Annual Report 2021

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

AMCIL Limited

45 Annual Report 2021

OTHER INFORMATION

Information About Shareholders

At 16 July 2021 there were 3,222 holdings of shares. These holdings were distributed in the following categories:

		% of Share
Size of Holding	Holdings	Capital
1 to 1,000	418	0.04
1,001 to 5,000	384	0.38
5,001 to 10,000	302	0.79
10,001 to 100,000	1,573	20.84
100,000 and over	545	77.95
		100%
Percentage held by the 20 largest holders	35.86%
Average shareholding	92,719

There were 290 shareholdings of less than a marketable parcel of $500 (394 shares).

Voting Rights of Ordinary Shares

The Constitution provides for votes to be cast:

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

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

Major Shareholders

The 20 largest registered shareholders of the Company’s ordinary shares as at 16 July 2021 are noted below:

Rank	Name	Units	% Units
1	Bruce Teele	50,014,141	16.74
2	Djerriwarrh Investments Ltd	10,599,254	3.55
3	HSBC Custody Nominees (Australia) Limited	5,260,795	1.76
4	Invia Custodian Pty Limited	4,979,695	1.67
5	Invia Custodian Pty Limited	4,970,184	1.66
6	Ross Barker	4,872,180	1.63
7	Ancona Valley Holdings Pty Ltd	3,988,109	1.33
8	Invia Custodian Pty Limited	2,460,927	0.82
9	Riga (QLD) Pty Ltd	2,221,218	0.74
10	Jonathan Webster	2,131,159	0.71
11	Prof Peter Glow + Mrs Roslyn Ann Glow	1,923,445	0.64
12	Gardiole Pty Ltd The RH Myer Super Fund	1,922,503	0.64
13	Willpower Investments Pty Ltd	1,878,273	0.63
14	Isomet Pty Ltd	1,633,115	0.55
15	FFSF Asset Management Pty Ltd	1,599,180	0.54
16	Roger Brown	1,546,870	0.52
17	Somoke Pty Limited	1,421,384	0.48
18	Parsley Investments Pty Ltd	1,286,442	0.43
19	JDB Services Pty Ltd	1,264,752	0.42
20	Somoke PtyLimited	1,149,462	0.38

AMCIL Limited

Annual Report 2021

Sub-underwriting

During the year the Company did not participate as a sub-underwriter in any issues of securities.

Substantial Shareholders

The Company has been notified of substantial shareholdings as follows:

Holder	Number of Shares	Date Notifed
Bruce B Teele	50,014,141	26/08/2019

Transactions in Securities

During the year ended 30 June 2021, the Company recorded 297 transactions in securities. $346,058 in brokerage (including GST) was paid or accrued for the year.

AMCIL Limited

Annual Report 2021

Holdings of Securities

At 30 June 2021

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
			2020	2021 2021
Code	Name	Principal Activity	’000	’000 $’000
AIA	Auckland International	Owner and operator of New Zealand’s largest	604	604 4,084
	Airport	airport. It operates through the following segments:
		aeronautical,retail andproperty
ARB	ARB Corporation	Manufacturer and distributor of four-wheel drive	415	311 13,422
		vehicle accessories in Australia and internationally
ASX	ASX	Operates Australia’s largest securities exchange	13	113 8,781
BHP	BHP Group	Diversified international resources company	460	460 22,342
BRG	Breville Group	Manufacturer and wholesaler of electrical	249	216 6,467
		consumerproducts
CAR*	Carsales.com	Owns and operates Australia’s largest automotive	507	465 9,131
		classifieds business and invests in a number of
		international online automotive websites
CBA	Commonwealth	Banking and wealth management services	78	78 7,790
	Bank of Australia
COH	Cochlear	Provides implantable hearing solutions, operating	29	29 7,306
		throughout the Americas, Europe and Asia Pacific.
		Its products include cochlear, bone conduction
		and acoustic implants
CSL	CSL	Global company that researches, develops,	89	108 30,686
		manufactures and markets products to treat
		andprevent serious human medical conditions
EQT	EQT Holdings	Provider of private client, trustee, estate	227	259 7,105
		administration and funds management services
FCL	FINEOS Corporation	A global software company that provides	0	1,983 7,733
		software solutions to the life, accident
		and health insurance industries
FPH	Fisher & Paykel	Designs, manufactures and markets a range of	0	204 5,885
	Healthcare Corporation	medical devices used in respiratory care and
		the treatment of obstructive sleepapnoea
GMG	Goodman Group	Develops, owns, and manages industrial property	570	606 12,829
		and business space in Australia and overseas
IRE	IRESS	Technology company that provides software	315	908 11,722
		to the financial management industry
IVC	InvoCare	Provider of services related to funerals,	0	344 3,980
		burials and cremations
JHX	James Hardie Industries	Building materials company focused on fibre cement	310	247 11,182
		products, predominantlyin the United States
MAQ	Macquarie Telecom	Provides voice and telecommunication services	236	219 11,574
	Group	as well as data hosting and co-location services
		to businesses andgovernment customers
MFT	Mainfreight	Provider of managed warehousing and international	340	340 24,351
	(NZX listed)	and domestic freight forwardingservices
MQG	Macquarie Group	Diversified financial services business operating in	102	107 16,710
		banking, financial advisory, investment and funds
		management services
NAB	National Australia Bank	Bankingand wealth management services	557	525 13,768
NXT	NEXTDC	Owns and operates large-scale data centres	600	600 7,116
		across Australia

AMCIL Limited

Annual Report 2021

Code	Name	Principal Activity	Number Held 2020 ’000 Number Held 2021 ’000 Market Value 2021 $’000
OCL	Objective Corporation	Technology company that supplies software and	924 372 6,507
		services to thegovernment and enterprise sectors
OSH	Oil Search	Oil and gas explorer, developer and producer with	2,005 1,200 4,572
		assetspredominantlyin PNG
PKS	PKS Holdings	A healthcare company which provides clinical	0 3,045 1,279
		decision support software known as ‘Rippledown’
		which automates human decision-making
		processes in healthcare organisations
PXA	PEXA Group	Australia’s leading, fully integrated digital property	0 350 6,000
		settlements platform, allowing buyers and sellers to
		more efficientlysettle the sale of a home
REA	REA Group	Leading digital media business focusing on online	41 35 5,924
		property portals in Australia and overseas
REH	Reece	Distributor and retailer of plumbing, building and	701 381 8,989
		hardware supplies
RHC	Ramsay Health Care	Provider of healthcare services and the operation	135 117 7,365
		of hospitals and day surgery facilities in Asia
		Pacific,United Kingdom and France
RMD	ResMed	Developer, manufacturer and distributor of	0 262 8,583
		medical equipment for treating, diagnosing,
		and managing sleep-disordered breathing
		and other respiratorydisorders
SEK	Seek	Operator of employment classifieds websites in	283 180 5,949
		Australia and Asia with investments in the online
		education and trainingsector
SYD	SydneyAirport	Owns and operates the SydneyInternational Airport	1,229 1,467 8,495
TCL	Transurban Group	Developer and operator of toll roads in Australia	848 1,074 15,276
		and overseas
TPW	Temple & Webster	Operates as an online retailer of furniture,	0 578 6,236
		homewares, home décor, arts, gifts,
		and lifestyle products from Australian
		and international designers
WES	Wesfarmers	Diversified conglomerate with retailing operations in	355 355 20,981
		department stores, home improvement and office
		supplies. The group also operates businesses
		involved in energy, chemicals, fertilisers and
		industrial and safety products
WOW	Woolworths Group	Operates general merchandise consumer stores	240 380 14,470
		and supermarkets in Australia and New Zealand
XRO	Xero	Develops accounting software for small and	70 53 7,225
		medium-sized businesses in New Zealand,
		Australia,the United Kingdom and the United States
Total			371,818

Indicates that options were outstanding against part or all of the holding.

AMCIL Limited

Annual Report 2021

Major Transactions in the Investment Portfolio

	Cost
Acquisitions	$’000
FINEOS Corporation (includes participation in placement @$4.26 per share)	8,316
ASX	7,740
ResMed	6,382
Temple & Webster	6,075
Fisher & Paykel Healthcare	6,064
PEXA Group	6,000
	Proceeds
Disposals	$’000
Qube Holdings#	6,573
Reece	6,049
Objective Corporation	6,010
Brambles#	5,503
Cleanaway Waste Management#	5,491
APA Group#	4,525

Complete disposals from the portfolio.

New Companies Added to the Portfolio

FINEOS Corporation ResMed Temple & Webster Fisher & Paykel Healthcare PEXA Group InvoCare PKS Holdings

AMCIL Limited

Annual Report 2021

Share Capital Changes

		Price/
Date	Type	Amount
25 November 2020	Share Purchase Plan	$0.97
27 August 2020	DRP/DSSP*	$0.92
23 August 2019	DRP	$0.87
22 February2019	DRP	$0.86
7 November 2018	Share Purchase Plan	$0.86
24 August 2018	DRP	$0.91
24 August 2017	DRP	$0.88
25 August 2016	DRP	$0.95
4 March 2016	Share Purchase Plan	$0.83
25 August 2015	DRP	$0.85
18 November 2014	Share Purchase Plan	$0.86
26 August 2014	DRP	$0.94
8 October 2013	Share Purchase Plan	$0.85
27 August 2013	DRP	$0.87
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	Dividend Reinvestment Plan(DRP)	$1.95
18 October 1996	Initial issue	$2.00

Note for issues of securities in earlier years please consult the Company’s website, amcil.com.au or via telephone (03) 9650 9911.

Note that for the shares issued under the DSSP, the price shown is the indicative price used to determine the number of shares issued to participants. Shares issued under the DSSP are issued at nil cost. Shareholders who sell shares issued under the DSSP should consult their tax adviser as to the correct treatment of such sales for taxation purposes.

AMCIL Limited

Annual Report 2021

Company Particulars

AMCIL Limited (AMH) ABN 57 073 990 735

Registered Office and Mailing Address

Level 21, 101 Collins Street Melbourne Victoria 3000

Directors

Rupert Myer AO, Chairman Mark Freeman, Managing Director Jodie Auster Roger G Brown Michael J Hirst Siobhan L McKenna Jonathan J Webster AM

Company Secretaries

Contact Details

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

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

Telephone 1800 780 784 (toll free)

Matthew J Rowe Andrew JB Porter

Auditor

PricewaterhouseCoopers Chartered Accountants

Country of Incorporation

Australia

AMCIL Limited

Annual Report 2021

Shareholder Information

Share Registrar

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

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

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

Securities Exchange Code

AMH Ordinary shares

Annual General Meeting

Time 1.30pm Date Thursday 7 October 2021 Venue Village Roadshow Theatrette, State Library of Victoria Conference Centre Location 179 La Trobe Street Melbourne Victoria 3000

Subject to any change in the Government restrictions for public gatherings, the AGM will be a hybrid meeting with a physical meeting and access via an online platform. Further details are provided in the Notice of Annual General Meeting.

Our intention is to hold shareholder meetings in each of the state capital cities (other than Hobart) during October 2021 after the AGM. Given the uncertainty because of COVID-19, shareholders will be notified separately of date and venue if these meetings can safely proceed.

AMCIL Limited

Annual Report 2021

==> picture [103 x 41] intentionally omitted <==

Design: MDM Investorcom Printed on environmentally friendly paper

==> picture [420 x 262] intentionally omitted <==

A Focused Portfolio Annual Review of Australian Equities 2021

==> picture [420 x 265] intentionally omitted <==

2 5 Year Summary
4 About the Company
8 Review of Operations and Activities
18 Top 20 Investments
19 Income Statement
20 Balance Sheet
21
22
27
28 29

Summarised Statement of Changes in Equity

Holdings of Securities

Major Transactions in the Investment Portfolio

Company Particulars

Shareholder Information

AMCIL Limited ABN 57 073 990 735

Year in Summary

2021

$6.8m

Profit for the Year

Total Fully 2.5¢ Final ¢

Franked 4.5

Dividend 2.0¢ Special Total

Total Portfolio 31.8% Return Including franking*

Total Shareholder Return

35.2% 0.56%

Management Expense Ratio

$382.8m

Total Portfolio

Up 13.6% from 2020

2.5 cents total in 2020

S&P/ASX 200 Accumulation Index including franking* 29.1%

Share price plus dividend including franking*

0.66% in 2020

Including cash at 30 June. $278.8 million in 2020

Assumes a shareholder can take full advantage of the franking credits.

AMCIL Limited

Annual Review 2021

5 Year Summary

Profit After Tax ($ Million)

==> picture [154 x 149] intentionally omitted <==

----- Start of picture text -----

2021 6.8
2020 6.0
2019 7.0
2018 6.25
2017 5.38
----- End of picture text -----

Net Profit Per Share (Cents)

==> picture [154 x 149] intentionally omitted <==

----- Start of picture text -----

2021 2.3
2020 2.2
2019 2.6
2018 2.4
2017 2.1
----- End of picture text -----

Dividends Per Share (Cents)[(a)]

==> picture [154 x 150] intentionally omitted <==

----- Start of picture text -----

2021 4.5
2020 2.5
2019 7.0 [(b)]
2018 4.25
2017 3.5
----- End of picture text -----

Net Asset Backing Per Share (Cents)[(c)]

==> picture [154 x 150] intentionally omitted <==

----- Start of picture text -----

2021 127
2020 100
2019 98
2018 102
2017 95
----- End of picture text -----

AMCIL Limited

Annual Review 2021

Investments at Market Value ($ Million)[(d)]

==> picture [154 x 149] intentionally omitted <==

----- Start of picture text -----

2021 371.8
2020 269.6
2019 252.2
2018 261.1
2017 230.9
----- End of picture text -----

Number of Shareholders (30 June)

==> picture [154 x 150] intentionally omitted <==

----- Start of picture text -----

2021 3,214
2020 3,177
2019 3,114
2018 3,003
2017 2,558
----- End of picture text -----

Notes

(a) 2021 total dividend carried 5 cents attributable ‘LIC gain’ per share, 2020: nil, 2019: final dividend 4.29 cents, 2019 interim: 1.43 cents, 2018: 2.76 cents, 2017: 2.1 cents.
(b) Includes 3.5 cents interim dividend paid in February 2019.
(c) Net asset backing per share based on year-end data before the provision for the final (and where applicable, 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.
(d) Excludes cash.

AMCIL Limited

Annual Review 2021

About the Company

Investment Objectives

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

The generation of fully franked dividends.

How AMCIL Invests – What We Look For in Companies

==> picture [324 x 76] intentionally omitted <==

AMCIL Limited

Annual Review 2021

Approach to Investing

Investment Philosophy

We seek to create a diversified portfolio of quality companies which are likely to sustainably grow their earnings and dividends over a medium to long term timeframe.

However, in managing the risk in the portfolio, the Company is prepared to scale back or exit holdings completely if the investment case alters markedly, the position becomes too large in the portfolio or share prices become excessively high.

In managing the portfolio in this way, we believe AMCIL can offer investors returns in excess of the S&P/ASX 200 over the long term.

From time to time, the Company also uses options written against some of its investments and a small trading portfolio to generate additional income.

Given the focused nature of the portfolio, AMCIL is more active in managing the holdings. Our preference is that positions will be held for the long term.

AMCIL Limited

Annual Review 2021

About the Company continued

Approach to Investing continued

Approach to Environmental, Social and Governance (ESG) Issues When Investing

Assessment of Environmental, Social and Governance (ESG) issues is an important part of our investment process. As a long term investor, we seek to invest in companies that have strong governance and risk management processes, which includes consideration of environmental and social risks. We regularly review companies to ensure ongoing alignment with our investment framework:

We believe environmental factors, including the impact of climate change, can have a material impact on society. These factors are considered when assessing a company’s assets, long term sustainability of earnings and cash flow, cost of capital and future growth opportunities.
We believe that aligning ourselves with high-quality management and boards building sustainable long term businesses is the best approach to avoiding socially harmful businesses. We are attracted to companies that act in the best interest of all their stakeholders, including their employees, customers, suppliers, and wider communities.
We invest in high-quality companies with strong governance processes, and management and boards whose interests are closely aligned with shareholders. The investment process includes an assessment of their past performance, history of capital allocation, level of accountability, mix of skills, relevant experience and succession planning. We also closely scrutinise a company’s degree of transparency and disclosure.

Engagement with Companies

Voting on resolutions is one of the key functions that a shareholder has in ensuring better long term returns and management of investment risk:

We take input from proxy advisers but conduct our own evaluation of the merits of any resolution.
We vote on all company resolutions as part of our regular engagement with the companies in the portfolio.
We actively engage with companies when we have concerns those resolutions are not aligned with shareholders’ interests.

AMCIL Limited

Annual Review 2021

==> picture [420 x 596] intentionally omitted <==

----- Start of picture text -----

AMCIL Limited 7 Annual Review 2021
----- End of picture text -----

Review of Operations and Activities

Profit and Dividend

Key components of the result were:

income from investments, excluding the demerger dividend, down from $7.1 million last year to $6.2 million this financial year, as the economic effect of COVID-19 negatively impacted company dividends; and
income from options and the trading portfolio was $0.4 million, lower than last year’s figure of $1.3 million.

Approach to Dividends

Management Expense Ratio

AMCIL Limited

Annual Review 2021

Market and Portfolio Returns

Figure 1: Performance of S&P/ASX 50 Leaders, Mid Cap 50 and Small Ordinaries Indices Over the Financial Year

==> picture [324 x 187] intentionally omitted <==

Source: FactSet

AMCIL Limited

Annual Review 2021

Review of Operations and Activities continued

AMCIL produced a portfolio return in excess of the market at 31.8 per cent (Figure 3, return figures include the full benefit of franking).

The outperformance can be attributed to the consistent delivery of strong returns from a number of long-standing and

large holdings in the portfolio such as Mainfreight, ARB Corporation, Reece, Objective Corporation and James Hardie Industries. In particular, ARB Corporation and Reece delivered returns in excess of 100 per cent for the year.

==> picture [420 x 213] intentionally omitted <==

AMCIL Limited

Annual Review 2021

Figure 2: Selected Sector Performances

==> picture [327 x 176] intentionally omitted <==

Source: FactSet

Figure 3: Portfolio and Share Price Performance – Per Annum Returns to 30 June 2021, Including Franking Credits*

==> picture [288 x 143] intentionally omitted <==

Assumes an investor can take full advantage of the franking credits. Past performance is not indicative of future performance.

AMCIL Limited

Annual Review 2021

Review of Operations and Activities continued

Adjustments to the Portfolio

Figure 4: Investment by Sector and the Portfolio’s Variance From the S&P/ASX 200 Index as at 30 June 2021*

==> picture [320 x 207] intentionally omitted <==

AMCIL Limited

Annual Review 2021

Figure 5: Performance Each Financial Year of AMCIL Including Dividends and Franking Credits Versus the ASX 200 Accumulation Index with Franking*

==> picture [325 x 162] intentionally omitted <==

Assumes an investor can take full advantage of the franking credits.

AMCIL Limited

Annual Review 2021

Review of Operations and Activities continued

Share Price

Moving Forward

AMCIL Limited

Annual Review 2021

Figure 6: Share Price Discount/Premium to Net Asset Backing Per Share

==> picture [328 x 179] intentionally omitted <==

----- Start of picture text -----

10%
5%
0%
-5%
-10%
Jun 16 Jun 17 Jun 18 Jun 19 Jun 20 Jun 21
----- End of picture text -----

Figure 7: 10-year Share Price Return of AMCIL Including Dividends and the Full Benefit of Franking Credits

==> picture [335 x 169] intentionally omitted <==

AMCIL Limited

Annual Review 2021

Review of Operations and Activities continued

Directorship Matters

Mr Bruce Teele retired at the Annual General Meeting in October 2020 having been a Director of the Company for over 17 years and Chairman since 2004.

Mr Rupert Myer AO was appointed Chairman of the Company with effect from the conclusion of the 2020 Annual General Meeting.

Mr Ross Barker retired from the Board with effect from 31 January 2021. The Board wishes to record their deep

appreciation to Mr Barker for his 24 years of outstanding service to the Company and wish him well for the future.

Dr Jodie Auster was appointed as an Independent Non-Executive Director of the Company on 1 February 2021.

==> picture [381 x 213] intentionally omitted <==

AMCIL Limited

Annual Review 2021

Figure 8: Valuation of the Market – Price Earnings Ratio of the S&P ASX 200 Index

==> picture [324 x 140] intentionally omitted <==

----- Start of picture text -----

20
18
16
10-year
14
average
15.3
12
10
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Times
----- End of picture text -----

Source: FactSet

==> picture [420 x 213] intentionally omitted <==

AMCIL Limited

Annual Review 2021

Top 20 Investments

As at 30 June 2021

Includes investments held in both the investment and trading portfolios.

Value at Closing Prices at 30 June 2021

		Total Value	% of the
		$Million	Portfolio
1	CSL	30.7	8.3
2	Mainfreight	24.4	6.5
3	BHP Group	22.3	6.0
4	Wesfarmers	21.0	5.6
5	Macquarie Group	16.7	4.5
6	Transurban Group	15.3	4.1
7	Woolworths Group	14.5	3.9
8	National Australia Bank	13.8	3.7
9	ARB Corporation	13.4	3.6
10	Goodman Group	12.8	3.5
11	IRESS	11.7	3.2
12	Macquarie Telecom Group	11.6	3.1
13	James Hardie Industries	11.2	3.0
14	Carsales.com*	9.1	2.5
15	Reece	9.0	2.4
16	ASX	8.8	2.4
17	ResMed	8.6	2.3
18	SydneyAirport	8.5	2.3
19	Commonwealth Bank of Australia	7.8	2.1
20	FINEOS Corporation	7.7	2.1
Total		278.8
Aspercentage of totalportfolio value(excludes cash)			75.0%

Indicates that options were outstanding against part of the holding.

AMCIL Limited

Annual Review 2021

Income Statement

For The Year Ended 30 June 2021

	2021 $’000 2020 $’000
Dividends and distributions	8,313 7,074
Revenue from deposits and bank bills	5 104
Net gains on trading portfolio	198 393
Income from options written portfolio	154 857
Other revenue	51 54
Total income	8,721 8,482
Finance costs	(95) (98)
Administration expenses	(1,850) (1,797)
Proft before income tax	6,776 6,587
Income tax expense	- (624)
Proft for theyear	6,776 5,963
	Cents Cents
Proft for theyearper share	2.33 2.15

AMCIL Limited

Annual Review 2021

Balance Sheet

As at 30 June 2021

==> picture [328 x 437] intentionally omitted <==

----- Start of picture text -----

||||
|---|---|---|
|2021|2020|
|$’000|$’000|
|Current assets|
|Cash|10,933|9,190|
|Receivables|3,315|719|
|Total current assets|14,248|9,909|
|Non-current assets|
|Deferred tax assets|-|14|
|Investment portfolio|371,865|269,617|
|Total non-current assets|371,865|269,631|
|Total assets|386,113|279,540|
|Current liabilities|
|Payables|83|175|
|Tax payable|5,605|1,107|
|Options sold|47|-|
|Total current liabilities|5,735|1,282|
|Non-current liabilities|
|Deferred tax liabilities – other|58|-|
|Deferred tax liabilities – investment portfolio|44,977|23,363|
|Total non-current liabilities|45,035|23,363|
|Total liabilities|50,770|24,645|
|Net assets|335,343|254,895|
|Shareholders’ equity|
|Share capital|208,987|189,581|
|Revaluation reserve|88,605|40,075|
|Realised capital gains reserve|28,299|15,684|
|Retained profits|9,452|9,555|
|Total shareholders’ equity|335,343|254,895|

----- End of picture text -----

AMCIL Limited

Annual Review 2021

Summarised Statement of Changes in Equity

For the Year Ended 30 June 2021

	2021 $’000 2020 $’000
Total equity at the beginning of the year	254,895 247,554
Dividends paid	(6,879) (9,611)
Shares issued – Dividend Reinvestment Plan
– Share Purchase Plan	1,276 3,426
Costs of share issues	18,178 - (48) (13)
Total transactions with shareholders	12,527 (6,198)
Proft for the year	6,776 5,963
Revaluation of investment portfolio	88,425 10,893
Provision for tax on revaluation	(27,280) (3,317)
Revaluation of investment portfolio (after tax)	61,145 7,576
Total comprehensive income for the year	67,921 13,539
Realised gains on securities sold	18,281 4,957
Tax expense on realisedgains on securities sold	(5,666) (672)
Net realised gains on securities sold	12,615 4,285
Transfer from revaluation reserve
to realisedgains reserve	(12,615) (4,285)
Total equityat the end of theyear	335,343 254,895

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

AMCIL Limited

Annual Review 2021

Holdings of Securities At 30 June 2021

Code	Name	Principal Activity	Number Held 2020 ’000 Number Held 2021 ’000 Market Value 2021 $’000
AIA	Auckland	Owner and operator of	604 604 4,084
	International	New Zealand’s largest
	Airport	airport. It operates through
		the following segments:
		aeronautical, retail and
		property
ARB	ARB	Manufacturer and distributor	415 311 13,422
	Corporation	of four-wheel drive vehicle
		accessories in Australia
		and internationally
ASX	ASX	Operates Australia’s largest	13 113 8,781
		securities exchange
BHP	BHP Group	Diversifed international	460 460 22,342
		resources company
BRG	Breville Group	Manufacturer and wholesaler	249 216 6,467
		of electrical consumer
		products
CAR*	Carsales.com	Owns and operates	507 465 9,131
		Australia’s largest
		automotive classifeds
		business and invests in
		a number of international
		online automotive websites
CBA	Commonwealth	Banking and wealth	78 78 7,790
	Bank of	management services
	Australia
COH	Cochlear	Provides implantable	29 29 7,306
		hearing solutions, operating
		throughout the Americas,
		Europe and Asia Pacifc. Its
		products include cochlear,
		bone conduction and
		acoustic implants

AMCIL Limited

Annual Review 2021

			Number	Number Market
			Held	Held Value
			2020	2021 2021
Code	Name	Principal Activity	’000	’000 $’000
CSL	CSL	Global company that	89	108 30,686
		researches, develops,
		manufactures and markets
		products to treat and prevent
		serious human medical
		conditions
EQT	EQT Holdings	Provider of private client,	227	259 7,105
		trustee, estate administration
		and funds management
		services
FCL	FINEOS	A global software company	0	1,983 7,733
	Corporation	that provides software
		solutions to the life, accident
		and health insurance
		industries
FPH	Fisher & Paykel	Designs, manufactures and	0	204 5,885
	Healthcare	markets a range of medical
	Corporation	devices used in respiratory
		care and the treatment of
		obstructive sleepapnoea
GMG	Goodman	Develops, owns, and	570	606 12,829
	Group	manages industrial property
		and business space in
		Australia and overseas
IRE	IRESS	Technology company that	315	908 11,722
		provides software to the
		fnancial management
		industry
IVC	InvoCare	Provider of services related	0	344 3,980
		to funerals, burials and
		cremations
JHX	James Hardie	Building materials company	310	247 11,182
	Industries	focused on fbre cement
		products, predominantly
		in the United States

AMCIL Limited

Annual Review 2021

Holdings of Securities

At 30 June 2021 continued

Code	Name	Principal Activity	Number Held 2020 ’000 Number Held 2021 ’000 Market Value 2021 $’000
MAQ	Macquarie	Provides voice and	236 219 11,574
	Telecom Group	telecommunication services
		as well as data hosting
		and co-location services to
		businesses and government
		customers
MFT	Mainfreight	Provider of managed	340 340 24,351
	(NZX listed)	warehousing and
		international and domestic
		freight forwardingservices
MQG	Macquarie	Diversifed fnancial services	102 107 16,710
	Group	business operating in
		banking, fnancial advisory,
		investment and funds
		management services
NAB	National	Banking and wealth	557 525 13,768
	Australia Bank	management services
NXT	NEXTDC	Owns and operates large-	600 600 7,116
		scale data centres across
		Australia
OCL	Objective	Technology company that	924 372 6,507
	Corporation	supplies software and
		services to the government
		and enterprise sectors
OSH	Oil Search	Oil and gas explorer,	2,005 1,200 4,572
		developer and producer with
		assetspredominantlyin PNG
PKS	PKS Holdings	A healthcare company which	0 3,045 1,279
		provides clinical decision
		support software known
		as ‘Rippledown’ which
		automates human decision
		making processes in health
		care organisations

AMCIL Limited

Annual Review 2021

			Number	Number Market
			Held	Held Value
			2020	2021 2021
Code	Name	Principal Activity	’000	’000 $’000
PXA	PEXA Group	Australia’s leading, fully	0	350 6,000
		integrated digital property
		settlements platform,
		allowing buyers and sellers
		to more effciently settle the
		sale of a home
REA	REA Group	Leading digital media	41	35 5,924
		business focusing on online
		property portals in Australia
		and overseas
REH	Reece	Distributor and retailer of	701	381 8,989
		plumbing, building and
		hardware supplies
RHC	Ramsay	Provider of healthcare	135	117 7,365
	Health Care	services and the operation
		of hospitals and day surgery
		facilities in Asia Pacifc,
		United Kingdom and France
RMD	ResMed	Developer, manufacturer	0	262 8,583
		and distributor of medical
		equipment for treating,
		diagnosing, and managing
		sleep-disordered breathing
		and other respiratory
		disorders
SEK	Seek	Operator of employment	283	180 5,949
		classifeds websites in
		Australia and Asia with
		investments in the online
		education and trainingsector
SYD	Sydney Airport	Owns and operates the	1,229	1,467 8,495
		SydneyInternational Airport
TCL	Transurban	Developer and operator	848	1,074 15,276
	Group	of toll roads in Australia
		and overseas

AMCIL Limited

Annual Review 2021

Holdings of Securities

At 30 June 2021 continued

Code	Name	Principal Activity	Number Held 2020 ’000 Number Held 2021 ’000 Market Value 2021 $’000
TPW	Temple &	Operates as an online retailer	0 578 6,236
	Webster	of furniture, homewares,
		home décor, arts, gifts,
		and lifestyle products from
		Australian and international
		designers
WES	Wesfarmers	Diversifed conglomerate	355 355 20,981
		with retailing operations
		in department stores,
		home improvement and
		offce supplies. The group
		also operates businesses
		involved in energy,
		chemicals, fertilisers
		and industrial and safety
		products
WOW	Woolworths	Operates general	240 380 14,470
	Group	merchandise consumer
		stores and supermarkets in
		Australia and New Zealand
XRO	Xero	Develops accounting	70 53 7,225
		software for small and
		medium-sized businesses
		in New Zealand, Australia,
		the United Kingdom and
		the United States
Total			371,818

Indicates that options were outstanding against part or all of the holding.

AMCIL Limited

Annual Review 2021

Major Transactions in the Investment Portfolio

Major Transactions in the Investment Portfolio
	Cost
Acquisitions	$’000
FINEOS Corporation (includes participation in placement @$4.26 per share)	8,316
ASX	7,740
ResMed	6,382
Temple & Webster	6,075
Fisher & Paykel Healthcare	6,064
PEXA Group	6,000
	Proceeds
Disposals	$’000
Qube Holdings#	7,340
Reece	6,049
Objective Corporation	6,010
Brambles#	5,503
Cleanaway Waste Management#	5,491
APA Group#	4,525

Complete disposals from the portfolio.

New Companies Added to the Portfolio

FINEOS Corporation ResMed

Temple & Webster Fisher & Paykel Healthcare PEXA Group InvoCare PKS Holdings

AMCIL Limited

Annual Review 2021

Company Particulars

AMCIL Limited (AMH)

ABN 57 073 990 735

AMCIL is a Listed Investment Company. It is a thematic investor in equities and similar securities on the stock market primarily in Australia.

Directors

Rupert Myer AO, Chairman Mark Freeman, Managing Director Jodie Auster Roger G Brown Michael J Hirst Siobhan L McKenna Jonathan J Webster AM

Registered Office and Mailing Address

Level 21, 101 Collins Street Melbourne Victoria 3000

Contact Details

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

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

Telephone 1800 780 784 (toll free)

Company Secretaries

Matthew J Rowe Andrew JB Porter

Auditor

PricewaterhouseCoopers Chartered Accountants

Country of Incorporation

Australia

AMCIL Limited

Annual Review 2021

Shareholder Information

Share Registrar

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

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

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

Securities Exchange Code AMH Ordinary shares

Annual General Meeting

Time 1.30pm Date Thursday 7 October 2021 Venue Village Roadshow Theatrette, State Library of Victoria Conference Centre Location 179 La Trobe Street Melbourne Victoria 3000

AMCIL Limited

Annual Review 2021

==> picture [89 x 35] intentionally omitted <==

Design: MDM Investorcom Printed on environmentally friendly paper

==> picture [596 x 369] intentionally omitted <==

==> picture [103 x 40] intentionally omitted <==

A Focused Portfolio of Australian Equities

Notice of Annual General Meeting 2021

The Annual General Meeting of AMCIL Limited, ABN: 57 073 990 735 (‘Company’) will be held at: 1.30pm (AEDT) on Thursday 7 October 2021

==> picture [103 x 40] intentionally omitted <==

25 August 2021

Dear Shareholder,

On behalf of the Board of AMCIL Limited (AMCIL) I confirm that the Company’s 26th Annual General Meeting (AGM) will be held on Thursday 7 October 2021 commencing at 1.30pm (AEDT). Attached is our Notice of Meeting that sets out the business of the AGM.

Given the continued uncertainty surrounding the COVID-19 pandemic, this year our AGM will be a hybrid one and will take place at the Village Roadshow Theatrette, State Library of Victoria Conference Centre, 179 La Trobe Street, Melbourne, Victoria, Australia and via an online platform.

We are closely monitoring developments in relation to the COVID-19 virus in Australia and we are following guidance from the Federal and State Governments. While shareholders maybe able to attend in person, circumstances relating to COVID-19 can change rapidly and shareholders are encouraged to participate online. Further information regarding the conditions of entry and the COVID-19 safety measures that apply to the meeting are set out on page 11. Should either Federal or State Government guidance provide that a physical meeting is inadvisable or not able to be held, we will revert to a virtual only AGM format and advise shareholders prior to 7 October 2021 via the Company’s website at amcil.com.au and the ASX announcement platform.

We received positive feedback on the accessibility provided by last year’s fully online AGM and this also provides flexibility in the event of further restrictions. You will find details of the hybrid meeting format in the attached Notice of Meeting, together with various methods for you to vote, ask questions and otherwise participate in the meeting.

We look forward to your attendance either in person or virtually.

Yours sincerely

==> picture [149 x 34] intentionally omitted <==

Rupert Myer AO Chairman

AMCIL Limited

BUSINESS OF THE MEETING

The Annual General Meeting of AMCIL Limited , ABN: 57 073 990 735 (‘Company’) will be held at: 1.30pm (AEDT) on Thursday 7 October 2021 at Village Roadshow Theatrette, State Library of Victoria Conference Centre, 179 La Trobe Street, Melbourne, Victoria, Australia and via an online AGM platform at web.lumiagm.com using code: 348-345-036 .

Shareholders are requested to participate in the AGM in person, via our online AGM platform or via the appointment of a proxy. Further information on how to participate virtually is set out in this Notice and the Online Meeting Guide. Shareholders should refer to page 11 for the possible impact of COVID-19 restrictions on the ability to attend the AGM in person.

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 Tuesday 5 October 2021 .

1. Financial Statements and Reports

To consider the Directors’ Report, Financial Statements and Independent Audit Report for the financial year ended 30 June 2021.

(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 ending 30 June 2021 be adopted.

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

3. Election of Director

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

“That Dr Jodie Auster, a Director retiring from office in accordance with Rule 45 of the Constitution, being eligible is elected as a Director of the Company.”

4. Renewal of Proportional Takeover Provisions in the Constitution

To consider and, if thought fit, pass the following resolution (as a special resolution):

“That, pursuant to Sections 136(2) and 648G of the Corporations Act 2001 (Cth), the proportional takeover provisions in Rules 79 and 80 of the Company’s constitution are renewed for a period of three years from the date of this meeting”.

By Order of the Board

==> picture [81 x 52] intentionally omitted <==

Matthew Rowe Company Secretary

25 August 2021

AMCIL Limited

Notice of Annual General Meeting 2021

EXPLANATORY NOTES

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

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

Please ensure that your properly completed proxy form reaches the share registry by the deadline of 1.30pm (AEDT) on Tuesday 5 October 2021.

Where permitted, the Chairman of the meeting intends to vote undirected proxies in favour of all items of business.

1. Financial Statements and Reports

During this item there will be a reasonable opportunity for shareholders to ask questions and comment on the Directors’ Report, Financial Statements and Independent Audit Report for the financial year ended 30 June 2021. 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 2021 Annual Report can view or download it from the Company’s website at:

amcil.com.au/our-company #Companyreports

2. Adoption of Remuneration Report

Board recommendation and undirected proxies: The Board recommends that shareholders vote in FAVOUR of item 2. The Chairman of the Annual General meeting intends to vote undirected proxies in FAVOUR of Item 2.

During this item there will be a reasonable opportunity for shareholders at the meeting to comment on and ask questions about the Remuneration Report which can be found in the Company’s 2021 Annual Report.

by any person who is a KMP member as at the time Resolution 2 is voted on at the Annual General Meeting, or any of their closely related parties, as a proxy,

unless the votes are cast as a proxy for a person who is entitled to vote on Resolution 2:

in accordance with a direction in the proxy appointment; or
by the Chairman of the Annual General Meeting in accordance with an express authorisation in the proxy appointment to cast the votes even if Resolution 2 is connected directly or indirectly with the remuneration of a KMP member.

If the Chairman of the Annual General Meeting is appointed, or taken to be appointed, as a proxy, the shareholder can direct the Chairman to vote for or against, or to abstain from voting on, Resolution 2 by marking the appropriate box opposite Item 2 on the proxy form.

Pursuant to Sections 250BD(2) and 250R(5) of the Corporations Act 2001 , if the Chairman of the meeting is a proxy and the relevant shareholder does not mark any of the boxes opposite Item 2, the relevant shareholder will be expressly authorising the Chairman to exercise the proxy in relation to Item 2.

The vote on the proposed resolution is an advisory one.

Voting Exclusions on Item 2

Pursuant to Sections 250BD and 250R of the Corporations Act 2001 (Cth), votes may not be cast, and the Company will disregard any votes cast, on the resolution proposed in Item 2 (‘Resolution 2’):

by or on behalf of any member of the key management personnel of the Company (a ‘KMP member’) whose remuneration details are included in the Remuneration Report and includes Directors, or any of their closely related parties, regardless of the capacity in which the votes are cast; or

AMCIL Limited

Notice of Annual General Meeting 2021

For the purposes of these voting exclusions:

A ‘closely related party’ of a KMP member means (1) a spouse or child of the KMP member, (2) a child of the KMP member’s spouse, (3) a dependant of the KMP member or of the KMP member’s spouse, (4) anyone else who is one of the KMP member’s family and may be expected to influence the KMP member, or be influenced by the KMP member, in the KMP member’s dealings with the Company, or (5) a company the KMP member controls.
The Company will also apply these voting exclusions to persons appointed as attorney by a shareholder to attend and vote at the Annual General Meeting under a power of attorney, as if they were appointed as a proxy.

3. Election of Director

The Board (with the exception of Dr Auster) recommends that shareholders vote in FAVOUR of Item 3. The Chairman of the Annual General meeting intends to vote undirected proxies in FAVOUR of Item 3.

Dr Jodie Auster MBBS, MBA. Independent Non-Executive Director

Dr Auster joined the Board in February 2021. Dr Auster is currently working on a global project for the People team at Uber. Until recently, she led Uber Eats across Asia Pacific as the Regional General Manager. Prior to this Dr Auster was a Director of Customer Operations and Vice President of People for Thumbtack in San Francisco, and a consultant for Bain & Company in Australia. Jodie has extensive experience working with global technology platforms and has led several start up businesses to achieve scale.

4. Renewal of Proportional Takeover Provisions in the Constitution

Board recommendation and undirected proxies: The Board recommends that shareholders vote in FAVOUR of Item 4. The Chairman of the meeting intends to vote undirected proxies in FAVOUR of Item 4.

Background

The Corporations Act 2001 (Cth) permits a company to include rules in its Constitution which enable the company to refuse to register a transfer of shares resulting from a proportional takeover bid unless shareholders in the bid class in a meeting approve the takeover bid.

It is a requirement of the Corporations Act that such proportional takeover approval provisions in a company’s constitution apply for a maximum period of three years, unless earlier renewed. In the case of the Company, such proportional takeover approval provisions (existing Rules 79 and 80 of the Company’s constitution) were approved by shareholders at the 2018 AGM and will expire on 9 October 2021.

The Directors consider that it is in the best interests of shareholders to renew these provisions in their existing form. Accordingly, a special resolution is being put to shareholders under Section 648G of the Corporations Act to renew Rules 79 and 80 of the Company’s constitution.

If approved by shareholders at the meeting, Rules 79 and 80 will operate for three years from the date of the meeting (that is, until 7 October 2024) unless renewed earlier.

AMCIL Limited

Notice of Annual General Meeting 2021

EXPLANATORY NOTES

continued

Proportional Takeover Bids

A proportional takeover bid involves the bidder offering to buy a proportion only of each shareholder’s shares in the target company.

This means that control of the target company may pass without members having the chance to sell all their shares to the bidder. It also means the bidder may acquire control of the target company without paying an adequate premium for gaining control.

To address this possibility, a company may provide in its Constitution that, in the event of a proportional takeover bid being made for shares in the company, the directors must convene a meeting of shareholders to vote on a resolution to approve that bid.

A meeting convened under the proportional takeover approval provisions is treated as a general meeting of the company and the majority decision of the company’s members will be binding on all individual members.

Effect of Proposed Proportional Takeover Approval Provisions

Where a proportional takeover bid is made, the Directors must convene a meeting of shareholders to vote on a resolution to approve the proportional bid before the 14th day prior to the closing of the bid period.

The vote is decided on a simple majority. Each person who, as at the end of the day on which the first offer under the takeover bid was made, held bid class shares is entitled to vote. Neither the bidder nor its associates are entitled to vote on the resolution.

If a meeting is not held, Section 648E of the Corporations Act deems a resolution approving the proportional bid to have been passed thereby allowing the proportional bid to proceed. Further, the Directors will contravene the Act if they fail to ensure a resolution to approve the bid is voted on.

If the resolution is rejected, the registration of any transfer of shares resulting from that proportional takeover bid will be prohibited and the bid will be deemed to be withdrawn. If the resolution is passed or deemed to have been passed, the transfer of shares resulting from acceptance of an offer under that bid will be permitted and the transfer of shares will be registered provided they comply with the other provisions of the Constitution.

Rules 79 and 80 will not apply to full takeover bids.

Reason for Proposing the Resolution

The Directors consider that the renewal of Rules 79 and 80 is in the best interests of all shareholders of the Company. In the Directors’ view, shareholders should have the opportunity to vote on a proposed proportional takeover bid.

In the absence of Rules 79 and 80 (as renewed), a proportional takeover bid for the Company may enable effective control of the Company to be acquired by a party who has not offered to acquire 100 per cent of the Company’s shares (and, therefore, has not offered to pay a ‘control premium’ that reflects 100 per cent ownership).

As a result, if a proportional takeover bid for the Company is made:

shareholders may not have the opportunity to dispose of all their shares; and
shareholders risk being locked into a minority position in the Company or suffering loss following such a change of control if the bid causes a decrease in the market value of shares.

If Rules 79 and 80 are renewed, the Board considers that this risk will be minimised by enabling shareholders to decide whether or not a proportional takeover bid should be allowed to proceed.

Present Acquisition Proposals

As at the date of this notice, the Directors are not aware of any proposal by any person to acquire, or increase the extent of, a substantial interest in the Company.

Review of Proportional Takeover Approval Provisions

The Corporations Act requires these explanatory notes to discuss retrospectively the potential advantages and disadvantages of the proportional takeover approval provisions for both Directors and shareholders.

While the proportional takeover approval provisions have been in effect, there have been no takeover bids for the Company – either proportional or otherwise. So there are no actual examples against which to review the advantages and disadvantages of the existing proportional takeover approval provisions for the Directors and shareholders of the Company. The Directors are not aware of any potential takeover bid which was discouraged by Rules 79 and 80.

AMCIL Limited

Notice of Annual General Meeting 2021

Advantages and disadvantages

In addition to looking at the provisions retrospectively, the Corporations Act also requires these explanatory notes to discuss the potential future advantages and disadvantages of the proposed proportional takeover approval provisions for both Directors and shareholders.

The Directors consider that there are no advantages or disadvantages for the Directors in renewing the proposed proportional takeover approval provisions. In particular, there is no restriction on their ability to make a recommendation on whether a proportional takeover bid should be accepted.

For shareholders, the potential advantage of renewing the proportional takeover approval provisions is that they provide shareholders with the opportunity to consider, discuss in a meeting called specifically for the purpose, and vote on whether a proportional takeover bid should be approved. This ensures that shareholders have an opportunity to have a say in the future ownership and control of the Company. The Directors believe that this would encourage any future proportional bids to be structured so as to be attractive to a majority of shareholders. It may also discourage the making of a proportional takeover bid that might be considered opportunistic. Finally, knowing the view of a majority of the shareholders may help each individual shareholder to assess the likely outcome of the proportional takeover bid and decide whether or not to accept an offer under the bid.

A potential disadvantage for shareholders arising from renewing the proportional takeover approval provisions is that they may discourage proportional takeover bids being made and may reduce any speculative element in the market price of the Company’s shares arising from the possibility of a proportional bid being made. As a result, shareholders may not have the opportunity to dispose of a portion of their shares at an attractive price where the majority rejects an offer from a party seeking control of the Company.

The Directors consider that the potential advantages for shareholders of the proposed proportional takeover approval provisions outweigh the potential disadvantages.

Shareholder Approval

To pass as a special resolution, this item of business requires the support of 75 per cent or more of the votes cast on the resolution.

AMCIL Limited

Notice of Annual General Meeting 2021

SHAREHOLDER INFORMATION

Shareholders and Proxyholders have three options for participating at the AGM:

In person

Online via the ‘Lumi Online Platform’ (access via web.lumiagm.com and using meeting ID: 348-345-036 )

Via telephone (listen only)

In Person

The AGM will be held at the Village Roadshow Theatrette, State Library of Victoria Conference Centre, 179 La Trobe Street, Melbourne, Victoria, Australia.

Shareholders are currently expected to be able to physically attend the meeting whilst following COVID safe practices at the meeting. Shareholders are encouraged to allow additional time for these COVID safe practices. While shareholder can attend in person, circumstances relating to COVID-19 can change rapidly and shareholders are encouraged to participate online. The Company will continue to monitor Federal and State Government restrictions on public gatherings and should either Federal or State Government guidance provide that a physical meeting is inadvisable or not able to be held, we will revert to a virtual only AGM format and advise shareholders prior to 7 October 2021 via the Company’s website at amcil.com.au and the ASX announcement platform.

==> picture [319 x 47] intentionally omitted <==

----- Start of picture text -----

State Library Victoria Entrance 3
Directional Map Seminar Rooms
Village Roadshow Theatrette
----- End of picture text -----

==> picture [492 x 296] intentionally omitted <==

----- Start of picture text -----

179 LA TROBE STREET
ENTRY 2 ENTRY 3 ENTRY 4 ENTRY 5
Village
Conference Centre Roadshow
Mr Tulk Theatrette Isabella Fraser Room
Palmer Hall Conversation Quarter Ideas Quarter North
Hansen Hall Rotunda Victoria Gallery
Cowen
Gallery
ENTRY 1 Trescowthick Information CentreLa Trobe Reading Room(Located levels 3-6) Redmond BarryReading Room ENTRY 6
Keith Murdoch
Gallery Childrens Quarter Create Quarter South Newspapers and
Rotunda Family History Reading Rooms
The Wheeler Centre Heritage Collections Arts Reading Room
Reading Room
LT LONSDALE STREET
285 RUSSELL STREET
328 SWANSTON STREET
----- End of picture text -----

==> picture [149 x 49] intentionally omitted <==

----- Start of picture text -----

Entrance 6
Main Library
Victoria Gallery
----- End of picture text -----

AMCIL Limited

Notice of Annual General Meeting 2021

Via The Online Platform

Please use the following link web.lumiagm.com using code: 348-345-036 .

Using an online platform via a computer, mobile phone or iPad/tablet device with internet access you will be able to join and participate in the meeting.

Shareholders and proxyholders will have the ability to vote and ask questions in real time during the AGM and to hear all of the discussion via the online platform, subject to connectivity of your device. You will need to provide your shareholder details (including your SRN or HIN and registered postcode) to be verified as a shareholder. Proxy holders will need to phone the Computershare call centre one hour before the meeting to obtain their login details.

A detailed guide on how to participate virtually is set out in the Online Meeting Guide on our website amcil.com.au . This Guide explains how you can ensure your browser is compatible with the online platform, as well as a step-by-step guide to successfully log in and navigate the site.

Via Telephone

To join via the teleconference, please use the details below:

Telephone: 1800 175 864 (free call within Australia) 1300 212 365 (mobile, free call within Australia) +61 2 8373 3550 (outside Australia)

Conference ID: 2703148

Joining the Conference Call:

In the 10 minutes prior to the call start time, call the appropriate dial-in number.
Enter the Event Plus passcode 2703148 , followed by the pound or # key and leave any information requested after the tone. You will be joined automatically to the conference.

International dial-in numbers will be available via the Company’s website. Shareholders and proxyholders will be able to listen into the presentation and discussion via telephone. There will not be a facility to ask questions via the telephone.

Voting Options for the AGM

Voting in person at the meeting
Direct voting via the online AGM platform during the AGM
Appointing a proxy

All Resolutions Will be Conducted by Poll

As some shareholders may participate virtually in the Meeting each resolution considered at the Meeting will be conducted by a poll. The Board considers voting by poll to be in the interests of the shareholders as a whole and ensures the views of as many shareholders as possible are represented at the Meeting.

Direct Voting Via Online AGM Platform – During the AGM

In accordance the Company’s Constitution (‘Constitution’), the Directors have determined that at the AGM, a shareholder who is entitled to vote on a resolution at the AGM is entitled to a direct vote in respect of that resolution and have approved the use the online AGM platform as the means by which shareholders can deliver their direct vote in real time during the AGM.

Shareholders can participate in the AGM via the online AGM platform and will be able to vote directly through the online platform in real time. Shareholders and proxyholders can vote directly online at any time between the start of the AGM at 1.30pm (AEST) and the closure of voting as announced by the Chairman during the Meeting.

More information regarding direct voting during the AGM is detailed in the Online Meeting Guide that is available on our website amcil.com.au .

AMCIL Limited

Notice of Annual General Meeting 2021

SHAREHOLDER INFORMATION

continued

Proxies

If you cannot attend the meeting online at the scheduled time, you can participate in the AGM by appointing a proxy to attend and vote at the AGM. Shareholders can appoint a proxy on the enclosed Proxy Form, instructions on how to lodge the Proxy Form are contained in the attached Notice of Meeting.

A shareholder entitled to attend and vote at this meeting is entitled to appoint not more than two proxies (who need not be members of the Company) to attend, vote and speak in the shareholder’s place and to join in any demand for a poll.
A shareholder who appoints two proxies may specify a proportion or number of the shareholder’s votes each proxy is appointed to exercise. Where no such specification is made, each proxy may exercise half of the votes (any fractions of votes resulting from this are disregarded).

3. Proxy forms may be lodged online by visiting investorvote.com.au or by scanning the QR Code on the proxy form with a mobile device.

4. Relevant custodians may lodge their proxy forms online by visiting intermediaryonline.com

Proxy forms and any authorities (or certified copies of those authorities) under which they are signed may be also delivered, by mail or by fax to the Company’s Share Registry (see details below) no later than 48 hours before the meeting, being 1.30pm (AEDT) on Tuesday 5 October 2021 . Further details are on the proxy form.
A proxy need not vote in that capacity on a poll (unless the proxy is the Chairman of the meeting). However, if the proxy’s appointment specifies the way to vote on a resolution, and the proxy decides to vote in that capacity on that resolution, the proxy must vote the way specified (subject to the other provisions of this Notice, including the voting exclusions noted above).
In certain circumstances the Chairman of the meeting will be taken to have been appointed as the proxy of the relevant shareholder in respect of the meeting or the poll on that resolution even if the shareholder has not expressly appointed the Chairman of the meeting as their proxy. This will occur where:
an appointment of a proxy specifies the way the proxy is to vote on a particular resolution; and
the appointed proxy is not the Chairman of the meeting; and
at the meeting, a poll is called on the resolution; and
either of the following apply:
if a record of attendance is made for the AGM and the proxy is not recorded as attending; and
the proxy does not vote on the resolution.

Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the meeting. Evidence of the appointment of a corporate representative must comply with Section 250D of the Corporations Act 2001 and be lodged with the Company before the AGM.

Attorneys

A shareholder may appoint an attorney to vote on their behalf. To be effective for the meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the deadline for the receipt of proxy forms (see above), being no later than 48 hours before the meeting.

Questions From Shareholders

Shareholders who are unable to attend the meeting or who prefer to register questions in advance are invited to use the question form included with their proxy form or via email [email protected] . The deadline for receipt of questions by email to be considered at the AGM is 23 September 2021 . During the course of the meeting, the Chairman will endeavour to address the themes most frequently raised in the submitted question forms. Please note that individual responses will not be sent to shareholders.

You may also submit questions and comments during the AGM in real time via the online platform. Please note, only shareholders may ask questions online. More information regarding asking questions during the AGM is detailed in the Online Meeting Guide available on our website amcil.com.au .

AMCIL Limited

Notice of Annual General Meeting 2021

Share Registry

The Company’s Share Registry details are as follows:

Computershare Investor Services Pty Limited

Street Address

Yarra Falls 452 Johnston Street Abbotsford VIC 3067

Postal Address

GPO Box 242 Melbourne VIC 3001

Telephone

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

Facsimile

1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

Internet

investorcentre.com/contact

COVID-19 Safety

In attending the meeting, please:

1. Play Your Part to Keep Our Community Safe:

Stay at home if you are feeling unwell
Adhere to physical distancing measures
Practice good personal hygiene, wash your hands often
Follow appropriate cough and sneeze etiquette
Download the COVIDSafe app

2. Register Your Attendance

Visitor contact details (inclusive of contact name and phone number) must be collected as part of the AGM registration process and for contact tracing purposes. This is in accordance with Victorian Government guidelines to assist with rapid contact tracing in the event of a confirmed COVID-19 case. This can be done via the Services Victoria app by scanning the QR code on your smart device on arrival, or by providing you details to the Share Registry staff when registering your attendance at the AGM.

3. Temperature Checks

To ensure the safety of anyone who enters the venue, the State Library has placed temperature checks at each building entry point. Anyone attending the AGM will be screened on arrival prior to being able to obtain access to the venue. Temperature checks are conducted by non-invasive thermal imaging technology allowing multiple people to be scanned at once or by a handheld device.

4. Restricted Building Access

The State Library has identified a specific entry and exit point to help manage physical distancing and maintain sanitisation stations and temperature checks. The following entry and exit point is identified for building access, however are subject to change based on event demand.

La Trobe Street entrance which will have a dedicated entrance door.

Please note: Contract tracing information and temperature checks will take place at the entry point, upon entering the building. We thank you for your understanding.

AMCIL Limited

Notice of Annual General Meeting 2021

==> picture [103 x 41] intentionally omitted <==

==> picture [146 x 66] intentionally omitted <==

Need assistance?

Phone:

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

ABN 57 073 990 735

Online:

www.investorcentre.com/contact

AMH

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 1:30pm (AEDT) Tuesday 5 October 2021.

Proxy Form

How to Vote on Items of Business

All your securities will be voted in accordance with your directions. Each resolution considered at the meeting will be conducted by a poll.

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Lodge your Proxy Form:

Online:

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

XX

Your secure access information is

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999

PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

By Mail:

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

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

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www. investorcentre.com under the help tab, “Printable Forms”.

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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

Please mark to indicate your directions

XX

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

the Chairman of the meeting[OR]

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 Village Roadshow Theatrette, State Library of Victoria Conference Centre, 179 La Trobe St, Melbourne Victoria and via an online platform at 1.30pm (AEDT) on Thursday 7 October 2021 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 poll and your votes will not be counted in computing the required majority.

	Item	2	Adoption of Remuneration Report
	Item	3	Election of Director - Dr Jodie Auster
	Item	4	Renewal of Proportional Takeover provisions in the Constitution

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

2 7 5 8 1 6 A

A M H

All correspondence to: AMH Share Registrar Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

==> picture [92 x 38] intentionally omitted <==

ABN 57 073 990 735

==> picture [102 x 53] intentionally omitted <==

==> picture [156 x 38] intentionally omitted <==

Questions from Shareholders

The Annual General Meeting (AGM) of AMCIL Limited will be held at Village Roadshow Theatrette, State Library of Victoria Conference Centre, 179 La Trobe St, Melbourne Victoria and via an online platform at 1.30pm (AEDT) on Thursday 7 October 2021. Shareholders who are unable to attend the meeting, or who prefer to register questions in advance, are invited to submit any questions they have by completing and returning this form.

Please return your completed question form to our Share Registrar, Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001, or by facsimile to 1800 783 447 (outside Australia +61 3 9473 2555) by Thursday 23 September 2021. The envelope provided for the return of your proxy form may also be used for this purpose.

You may also submit written questions to the auditor if the questions are relevant to the content of the auditor’s report or the conduct

We will endeavour, during the course of the AGM, to address the themes most frequently raised in the submitted question forms. Please note that individual responses will not be sent to shareholders.

Question(s): Please mark X if it is a question directed to the auditor

==> picture [481 x 14] intentionally omitted <==

----- Start of picture text -----

1
----- End of picture text -----

==> picture [481 x 14] intentionally omitted <==

----- Start of picture text -----

2
----- End of picture text -----

==> picture [481 x 15] intentionally omitted <==

----- Start of picture text -----

3 _____________
----- End of picture text -----

==> picture [481 x 14] intentionally omitted <==

----- Start of picture text -----

4
----- End of picture text -----

A M H

275816_15_V2

AI assistant

AMCIL LIMITED — Annual Report 2021

64375_rns_2021-08-24_4b0afd10-51e5-41c5-acd4-3e03ead8a109.pdf

Electronic Lodgement

AMCIL Limited Statutory Annual Report, Annual Shareholder Review and Annual General Meeting Documentation

Contents

2 DIRECTORS’ REPORT

22 FINANCIAL STATEMENTS

40 DIRECTORS’ DECLARATION

28 NOTES TO THE FINANCIAL STATEMENTS

41 INDEPENDENT AUDIT REPORT

46 OTHER INFORMATION

2021

DIRECTORS’ REPORT

5 Year Summary

Notes

Investment Objectives

How AMCIL Invests – What We Look For in Companies

Approach to Investing

Investment Philosophy

Approach to Environmental, Social and Governance (ESG) Issues When Investing

Engagement with Companies

Profit and Dividend

Approach to Dividends

Market and Portfolio Returns

Management Expense Ratio

Review of Operations and Activities

continued

Adjustments to the Portfolio

Share Price

Review of Operations and Activities

continued

Moving Forward

Directorship Matters

Top 20 Investments

As at 30 June 2021

Valued at Closing Prices at 30 June 2021

Financial Condition

Likely Developments

Capital Changes

Dividends

Listed Investment Company Capital Gains

Significant Changes in the State of Affairs

Events Since Balance Date

Environmental Regulations

Rounding of Amounts

Board Members

Rupert Myer AO

Mark Freeman

Jodie Auster

Roger G Brown

Chairman of the Investment Committee.

Member of the Investment Committee

Member of the Investment Committee.

Michael J Hirst

Siobhan L McKenna

Jon Webster AM

Chairman of the Audit Committee.

Member of the Audit Committee.

Member of the Audit and Investment Committees.

Board Members

continued

Meetings of Directors

Attended meetings by invitation.

Insurance of Directors and Officers

Corporate Governance Statement

Senior Executives

Geoffrey N Driver

Andrew JB Porter

Matthew Rowe

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

FINANCIAL STATEMENTS

23 FINANCIAL STATEMENTS

35 D. Balance Sheet Reconciliations

AMCIL LIMITED Annual Report 2021