COMPUTERSHARE LIMITED. - Annual Report 2023

Annual Report 2023

==> picture [596 x 605] intentionally omitted <==

==> picture [596 x 518] intentionally omitted <==

This financial report covers the consolidated entity consisting of Computershare Limited and its controlled entities.

The financial report is presented in United States dollars (USD), unless otherwise stated.

Computershare Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Computershare Limited Yarra Falls 452 Johnston Street, Abbotsford Victoria 3067 Australia

The financial report was authorised for issue by the directors on 29 September 2023. The company has the power to amend and reissue the financial report.

OVERVIEW

Financial Calendar ............................................................. 3 Financial Highlights ........................................................... 4 Chairman’s Report .............................................................. 5 CEO’s Report ....................................................................... 7 Issuer Services ................................................................... 9 Computershare Corporate Trust ....................................10 Employee Share Plans ....................................................11 Mortgage Services ...........................................................12 Computershare at a glance ............................................13 Key Financial Metrics ......................................................15 Environment, Social and Governance .................................................................17 People .................................................................................19 Group operating overview ...............................................21 Business strategies and prospects ...............................23

FINANCIALS

Consolidated Statement of Comprehensive Income .67 Consolidated Statement of Financial Position ...........68 Consolidated Statement of Changes in Equity ...........69 Consolidated Cash Flow Statement ..............................70 Notes to the Consolidated Financial Statements .....71

REPORTS

Directors’ Declaration .................................................. 131 Declaration to the Board of Directors ...................... 132 Independent Auditor’s Report ................................... 133

FURTHER INFORMATION

Shareholder information ............................................. 139 Corporate directory ...................................................... 140

GOVERNANCE

Corporate Governance Statement ................................26 Directors’ Report ...............................................................40 Auditor’s Independence Declaration ............................66

The Chairman’s Report, CEO’s Report, Group Operating Overview and Business Strategies and Prospects comprise our Operating and Financial Review (OFR) and form part of the Directors’ Report. The information included in the Overview section of the report contains various measures which are non-IFRS in nature and not aligned to the Financial section of the Annual Report (Page 67 to 130).

FINANCIAL CALENDAR

2023

23 August Record date for final dividend

2024

14 February Announcement of financial results for the half year ending 31 December 2023

18 September Final dividend paid

15 November The Annual General Meeting of Computershare Limited ABN 71 005 485 825

10.00am hybrid meeting

3 | COMPUTERSHARE | ANNUAL REPORT | 2023

FINANCIAL HIGHLIGHTS

==> picture [520 x 382] intentionally omitted <==

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

|||||
|---|---|---|---|
|June 2023|June 2022|% Change|
|Statutory results|
|Total revenue|3,200.8 million|2,565.1 million|24.8%|
|Net profit after non-controlling interests (NCI)|444.7 million|227.7 million|95.4%|
|Statutory earnings per share|73.67 cents|37.71 cents|95.4%|
|Management adjusted results|
|Management EBITDA (Earnings before interest,|1,216.3 million|720.2 million|68.9%|
|tax, depreciation, and amortisation)|
|Management EBIT (Earnings before interest and tax)|1,032.5 million|531.1 million|94.4%|
|Management net profit after NCI|652.1 million|349.9 million|86.4%|
|Management earnings per share|108.01 cents|57.95 cents|86.4%|
|Management earnings per share (in constant currency)|109.72 cents|57.95 cents|89.3%|
|Balance sheet|
|Total assets|6,146.4 million|6,058.3 million|1.5%|
|Total shareholders’ equity|2,141.0 million|2,159.4 million|-0.9%|
|Performance indicators|
|Free cash flow (excluding SLS advances)|511.1 million|322.6 million|58.4%|
|Net debt to management EBITDA (excluding non-recourse debt)|0.85 times|1.64 times|Down 0.79 times|
|Return on equity|30.1%|15.6%|Up 1,450bps|
|Staff numbers|14,081|14,120|

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

The sum of totals and percentages may not add up to 100% because of rounding.

For a reconciliation between statutory and management adjusted results, refer to note 4 in the notes to the financial statements.

These financial indicators are based on management adjusted results. Management adjusted results are used, along with other measures, to assess operating business performance. The Group believes that the exclusion of certain items permits better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance. Net debt excludes capitalised lease liabilities. Return on equity is calculated as the rolling average of the 12-month Management NPAT/ average of opening and closing equity.

Where constant currency (CC) references are used in this report, constant currency equals FY23 results translated to USD at FY22 average exchange rates. FY23 Management earnings per share of 109.72 cps assumes weighted average number of shares (WANOS) of 603,729,336. FY22 Management earnings per share of 57.95 cps assumes WANOS of 603,729,336.

CHAIRMAN’S REPORT

Paul Reynolds Chairman

ON BEHALF OF THE BOARD OF DIRECTORS, I AM PLEASED TO PRESENT COMPUTERSHARE’S ANNUAL REPORT FOR FY23.

YEAR IN REVIEW: RECORD RESULTS

As my first year as Chair of your company comes to a close, I can reflect that Computershare has performed well in volatile market conditions with recovery in the second half of the year supporting record earnings. Across our integrated model, recurring revenues were resilient. While event and transaction fees were impacted by lower market activity levels, higher interest rates drove record Margin Income and group results.

Our people have performed exceptionally well, managing the complex integration of recent major acquisitions, adapting to the opportunities and threats from a volatile macro-environment and re-shaping the way we work for a post-pandemic world.

Management Revenue Management EPS $3.3bn 109.7 cps UP 27.2% UP 89.3% Margin Income (MI) Return on Invested Capital (ROIC) $792.1m 22.7% UP 323.4% UP 1,050 bps Management EBIT ex. MI Final dividend per share (AUD) $258.4m 40 cps[1] DOWN 24.9% UP 33%[2]

NAVIGATING VOLATILE MARKET CONDITIONS

Management revenue was up 27% to over $3.3bn. This included record Margin Income of $792m for the Group, as interest rates continued to rise. However, the frequency of interest rate rises also created an uncertain macro business environment which caused higher input costs and slowed corporate activity resulting, for example, in lower average client balances due to subdued bond issuance. Pleasingly, customer fee revenue grew across all core business lines. Transaction and event-based revenues were impacted by the volatility of interest rates, but did improve in the second half, such that first half to second half growth in Management EBIT ex MI was 70%, as market conditions improved.

Notes: All figures in this presentation are presented in USD millions and in constant currency, unless otherwise stated. 1 Unfranked; Total dividend per share for FY23 is AUD 70 cps (FY22 AUD 54 cps); 2 Compared to FY22 final dividend per share of AUD 30.0 cents share (cps).

CHAIRMAN’S REPORT

The company’s risk management processes were stress-tested by the US banking crisis in March 2023 and, although we took a few learnings from the experience, the Board was pleased to note that management’s response was swift and effective and that our pre-existing policies provided robust protection.

BUILDING A SIMPLER, STRONGER COMPUTERSHARE

We made good progress in building a more balanced, stronger Computershare with a focus on higher quality earnings from our core businesses of Issuer Services, Employee Share Plans and Corporate Trust. The sale in May of Kurtzman Carson Consultants (KCC), the Bankruptcy and Class Actions business, simplified the portfolio. We continue to examine the strategic alternatives for our Mortgage Services business in the US (now returned to profitability) while also working on options for the UK. We believe the core Group portfolio of businesses is driving improvement in the consistency of our earnings. To help protect Computershare from potential future downward moves in interest rates, we have locked in $1.2bn of Margin Income through an active hedging program, the majority of which will be received over the next five years.

A POSITIVE OUTLOOK

Management EPS is expected to increase by around 7.5% in FY24. We expect growth in core fees and further recovery in EBIT ex MI. Margin Income is expected to be higher at around $840m as higher net yields offset cyclically lower balances, although interest expense is also expected to rise reflecting higher rates.

Computershare’s cash flow performance continues to be particularly strong and underpins rapid de-leveraging which is expected to provide substantial balance sheet capacity for disciplined capital allocation towards complementary acquisitions that strengthen the business. Our balance sheet strength has also enabled the company to announce an AU$750 million share buyback program which is expected to further enhance returns to shareholders in FY24.

It has been my great privilege to work with the Board, CEO Stuart Irving and Computershare’s fantastic, dedicated team of people who delivered time and again for customers and shareholders over the past year. I thank them all and especially you, our shareholders, for your ongoing investment in our success.

OUR PLACE IN THE WORLD

Our Environment, Social and Governance (ESG) measures are becoming more sophisticated, as we keep striving to have a positive impact on staff, communities, and the natural environment. This isn’t a ‘nice to have’, as is shown by the excellent Diversity and Inclusion (D&I) results in our Employee Opinion Survey which tell us we are improving and moving in a direction where D&I becomes naturally part of what we do.

Paul Reynolds Chairman

REWARDING SHAREHOLDERS

The Board was delighted to share the benefits of this year’s performance with shareholders through a significantly improved final dividend of 40 cents, up 33% on last year.

All references to Management Results in the Chairman’s Report are in constant currency unless otherwise stated.

This guidance was provided subject to the assumptions, detailed financial data and the important notice on slide 58 regarding forward looking statements of Computershare’s FY23 results presentation available at www.asx.com.au.

CEO’S REPORT

==> picture [200 x 219] intentionally omitted <==

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

Stuart Irving
CEO
----- End of picture text -----

THIS YEAR WE CONTINUED TO FORTIFY COMPUTERSHARE AND EXECUTE ON OUR STRATEGY TO BUILD A SIMPLER, STRONGER COMPUTERSHARE WITH HIGH-QUALITY EARNINGS.

BUILDING ON OUR STRENGTHS

We delivered a 23% return on invested capital, generated over $500m of free cash flow and increased our focus on growing our core businesses.

In FY23, revenues, inclusive of margin income, grew across all our core business lines, including Issuer Services, Employee Share Plans and our US Corporate Trust Business.

==> picture [367 x 23] intentionally omitted <==

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

FY22 FY23 @ CC Var
----- End of picture text -----

Issuer Services	979.5	1,126.6	15.0%
Employee Share Plans	328.0	364.9	11.3%
CCT	336.0	847.9	152.4%

Revenue

==> picture [362 x 190] intentionally omitted <==

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

1,200
1,000
800
600
400
200
0
Issuer Employee
Services Share Plans CCT
FY22 FY23 @ CC
USD million
----- End of picture text -----

7 | COMPUTERSHARE | ANNUAL REPORT | 2023

CEO’S REPORT

In Issuer Services, Governance Services continued to grow. Registry revenues increased modestly despite a lack of IPOs, which caused a follow-on shortfall in registry work for newly listed companies.

Transaction revenues in Employee Share Plans recovered in the second half of FY23, after subdued trading in the first half, and we continue the roll out of the EquatePlus product. Data shows we can gain market share where the system is deployed.

We also had a full year’s contribution from CCT, our US Corporate Trust business, which we are integrating to plan and delivering expected synergies.

With a focus on streamlining the Group, we sold our Bankruptcy and Class Actions business in May this year and we continue to assess options available to us in our Mortgage businesses.

LOOKING FORWARD

Computershare’s future excites me as much now as it did when I joined the company more than 26 years ago. This is in large part because we never rest on our laurels and are always striving to be better.

In FY24 and beyond, we will continue to maintain a conservative balance sheet with acquisition firepower. We will deploy our cash flows to strengthen our operations, make attractive acquisitions in our core businesses, drive technology innovation and, importantly, reward shareholders.

Thank you to our shareholders for your support. My deepest thanks also to every member of our staff and our Board for your efforts over the past year.

OUR PEOPLE AND OUR IMPACT

As always, our financial success this year is not just a numbers story – it’s a people story.

More than 14,000 staff who work across more than 20 countries made our success happen, guided by our core values of certainty, ingenuity and advantage. Perhaps most importantly, we took time to enjoy the ride along the way, feeding into our trademark ‘purple’ culture that attracts and keeps top talent.

Stuart Irving CEO and President

We remain committed to doing the right thing by our staff, broader communities and the environment through ESG measures. Our Diversity and Inclusion strategy helps ensure our company is genuinely diverse and supports everyone to thrive as they are. In FY23, we developed our first five-year action plan, bringing us one step closer to our goal to achieve Net Zero by 2042. We have offset all our carbon emissions since 2020, which you can read more about in our 2022 ESG Report.

We also continued to partner with staff to invest in global and local projects that provide opportunities and champion inclusion, through our Change A Life program. You can read more about these programs on page 17, and in our annual ESG Report.

All references to Management Results in the CEO’s Report are in constant currency unless otherwise stated.

ISSUER SERVICES

Fiona Chalmers CEO Issuer Services

MARGIN INCOME AND GOVERNANCE SERVICES GROWTH OFFSETS DECLINE IN MARKET-BASED REVENUES

Management EBIT Margin $384.0m 34.1% UP 45.6% UP 720bps

FINANCIAL RESULTS

FINANCIAL RESULTS
Revenue breakdown	FY23 CC	FY22 Actual	CC Variance
Register Maintenance	$684.2	$675.0	+1.4%
Corporate Actions	$89.8	$111.0	-19.1%
Stakeholder Relationship Management	$54.9	$59.6	-7.9%
Governance Services	$92.6	$85.5	+8.3%
Margin Income	$205.1	$48.4	+323.8%
Total Revenue	$1,126.6	$979.5	+15.0%
Mgmt EBITDA	$386.8	$266.6	+45.1%
Mgmt EBITDA margin	34.3%	27.2%	Up 710bps

FY23 HIGHLIGHTS

FY24 PRIORITIES

Issuer paid fees higher with positive renewals and net new client wins.

Deliver a richer Issuer experience through a broader service offering, involving our clients in our service innovation and providing greater digital capability.

Strong growth in Governance Services, adding scale and building product suite.

Invest in our shareholder experience to enhance their share ownership journey and the range of services available to them.

Event and Transactions Fee revenue impacted by macro environment, e.g. global IPO market volume (down >30%).*

Continue to build our Governance Services business globally, both organically and inorganically.

Source: EY’s Global IPO Trends Report

All references to Management Results are in constant currency unless otherwise stated.

9 | COMPUTERSHARE | ANNUAL REPORT | 2023

==> picture [9 x 209] intentionally omitted <==

COMPUTERSHARE CORPORATE TRUST

MARGIN INCOME A HIGHLIGHT OF IMPRESSIVE BROADER RESULTS; INTEGRATION AND SYNERGIES REMAIN ON TRACK

Management EBIT Margin $440.8m 52.0% UP 411.4% UP 2,640bps

==> picture [235 x 258] intentionally omitted <==

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

Frank
Madonna
CEO
Computershare
Corporate Trust
----- End of picture text -----

FINANCIAL RESULTS

Revenue breakdown	FY23 CC	FY22 Actual	CC Variance
Trust Fee and other Revenue	$430.9	$260.5	+65%
Money Market Funds Fee Revenue	$44.6	$20.0	+123%
Margin Income	$372.4	$55.5	+571%
Total Revenue	$847.9	$336.0	+152%
Mgmt EBITDA	$451.4	$89.8	+403%
Mgmt EBITDA margin	53.2%	26.7%	Up 2,650 bps

FY23 HIGHLIGHTS

Strong growth in earnings despite weaker bond issuance not offsetting run off.

Integration plan on track with transition services agreement set to finish 1 November 2023.

==> picture [32 x 67] intentionally omitted <==

Continued high level of client retention.

Synergy initiatives set to accelerate after technology separation.

FY24 PRIORITIES

Exit transitional services agreement on schedule.

Achieve synergies via organisation and digital transformation.

Deliver revenue growth via new product and service delivery.

All references to Management Results are in constant currency unless otherwise stated. As a result of the disposal of the KCC business in FY23, we will combine the legacy Corporate Trust business with Computershare Corporate Trust in FY24.

EMPLOYEE SHARE PLANS

Francis Catterall CEO, Employee Share Plans

RECORD EARNINGS DRIVEN BY RECOVERY IN TRANSACTIONAL REVENUE IN 2H

Management EBIT Margin $104.1m 28.5% UP 37.5% UP 540bps

FINANCIAL RESULTS

FINANCIAL RESULTS
Revenue breakdown	FY23 CC	FY22 Actual	CC Variance
Fee Revenue	$153.8	$151.5	+1.5%
Transactional Revenue	$163.7	$159.5	+2.6%
Other Revenue	$15.6	$12.9	+20.9%
Margin Income	$31.8	$4.1	+675.6%
Total Revenue	$364.9	$328.0	11.3%
Mgmt EBITDA	$109.1	$81.0	34.7%
Mgmt EBITDA margin	29.9%	24.7%	+520bps

FY23 HIGHLIGHTS

FY24 PRIORITIES

==> picture [31 x 31] intentionally omitted <==

Transactional volumes very strong in 2H. $218bn of Assets Under Administration highlights latent earnings potential.

Continue to upgrade clients to EquatePlus in North America.

The EquatePlus upgrades continue. First North American clients successfully completed.

Drive further digital adoption through product initiatives.

==> picture [31 x 32] intentionally omitted <==

Ongoing digitisation of offering, with new mobile app receiving positive user feedback.

Continue to drive organic growth and penetration at the client level, increasing participant numbers, units under administration and fee revenue.

All references to Management Results are in constant currency unless otherwise stated.

11 | COMPUTERSHARE | ANNUAL REPORT | 2023

MORTGAGE SERVICES

Nick Oldfield Chief Financial Officer and Global Head of Mortgage Services

2H RETURN TO PROFITABILITY IN US; UK OPERATIONS STABLE AND PROFITABLE

Management EBIT[2] Margin $4.5m 0.9% UP 171.4% UP 210bps

FINANCIAL RESULTS

Revenue breakdown	FY23 CC	FY22 Actual	CC Variance
US Mortgage Services	$351.0	$422.8	-17.0%
US Mortgage Services Margin Income	$52.6	$3.3	+1,493.9%
UK Mortgage Services	$113.8	$115.4	-1.4%
Total Revenue	$517.3	$541.5	-4.5%
Mgmt EBITDA1	$109.8	$108.1	+1.6%
Mgmt EBITDA margin	21.2%	20.0%	+120bps

FY23 HIGHLIGHTS

FY24 PRIORITIES

US result impacted by lower refinancing volumes and weaker originations.

Continue to grow the servicing portfolio.

Cost-out program launched to support 2H return to profitability in US. $23m of savings in FY23 (run-rate savings over $50m).

Deliver cost efficiency program.

Evaluating strategic options in US. In the UK, we continue to assess opportunities for potential disposal as well as strategic alternatives.

==> picture [32 x 32] intentionally omitted <==

Execute on outcomes of strategic review.

1 UK Mortgage Services EBITDA $7.7m in FY23 and $7.8m in FY22.

2 FY23 UK Mortgages EBIT $8.2m, US Mortgages EBIT ($3.7m), margin -0.9%. All references to Management Results are in constant currency unless otherwise stated.

==> picture [596 x 598] intentionally omitted <==

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

Stockholm
Edinburgh Doxford
Skipton
Dublin Oslo
Monaghan Copenhagen
London Rotterdam
Bristol
Warsaw
Jersey
Zurich
Olten Munich Beijing
Madrid
Rome
Barcelona
Paris
Turin
Hong Kong
Hyderabad
Manila
Bangalore
Johannesburg
Perth
Adelaide
----- End of picture text -----

COMPUTERSHARE AT A GLANCE

13 | COMPUTERSHARE | ANNUAL REPORT | 2023

Minneapolis Toronto Calgary Vancouver Chicago Montreal Denver Boston San Francisco Louisville New York Los Angeles Phoenix New Jersey College Station Jacksonville

Maroochydore Brisbane Sydney Auckland Melbourne

KEY FINANCIAL METRICS

==> picture [215 x 155] intentionally omitted <==

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

3215.9
Management
revenue
2597.4
2356.5 2322.8
2281.2
19 20 21 22 23
USD million
----- End of picture text -----

==> picture [215 x 144] intentionally omitted <==

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

1,216.3
Management
EBITDA
720.2
674.9
646.4 628.2
19 20 21 22 23
USD million
----- End of picture text -----

==> picture [216 x 469] intentionally omitted <==

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

Management
108.01
EPS
70.24
55.57 57.95
50.71
19 20 21 22 23
Cash flow 608.8 601.0
from
operations 494.5
306.6
286.8
19 20 21 22 23
623.7
Net Operating 594.4
Cash Flow
excluding
438.4
SLS advances 411.5
375.4
19 20 21 22 23
USD cents
USD million
USD million
----- End of picture text -----

==> picture [208 x 133] intentionally omitted <==

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

Statutory
EPS 76.57 73.67
42.55
37.71
33.77
19 20 21 22 23
USD cents
----- End of picture text -----

==> picture [215 x 312] intentionally omitted <==

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

70
Dividend
per share
54
46 46
44
19 20 21 22 23
1.93
Net Debt to 1.84
EBITDA ratio 1.64
excluding
non-recourse
SLS Advance 1.07
debt 0.85
19 20 21 22 23
AUD cents
Times
----- End of picture text -----

15 | COMPUTERSHARE | ANNUAL REPORT | 2023

REVENUE BY PRODUCT

EBITDA BY PRODUCT

REVENUE BY REGION

EBITDA BY REGION

==> picture [63 x 46] intentionally omitted <==

==> picture [66 x 52] intentionally omitted <==

==> picture [144 x 137] intentionally omitted <==

34% Issuer Services Mortgage Services 17% & Property Rental Services Employee Share Plans & Voucher 11% Services 6% Business Services 26% Computershare Corporate Trust 5% Communication Services & Utilities <1% Corporate & Technology

31% Issuer Services Mortgage Services 11% & Property Rental Services Employee Share Plans & Voucher 9% Services 7% Business Services 37% Computershare Corporate Trust 2% Communication Services & Utilities 3% Corporate & Technology

==> picture [135 x 119] intentionally omitted <==

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

64% United States
7% Canada
Australia and
6% New Zealand
4% Asia
United Kingdom,
16% Channel Islands and Africa
3% Continental Europe
----- End of picture text -----

71% United States 10% Canada Australia and 2% New Zealand 4% Asia United Kingdom, 13% Channel Islands and Africa 2% Continental Europe

ENVIRONMENT, SOCIAL AND GOVERNANCE

Computershare aims to do the right thing and support our employees, our clients and our communities. We aspire to effect positive change related to key and strategic ESG matters, and do this by assessing our work against externally recognised ESG metrics. We are pleased to present an overview of our ESG progress in FY23. We will provide a detailed report on material ESG topics and issues, as well as alignment to climate-related disclosures and frameworks, through our annual ESG Report which will be released in October 2023.

We are committed to a transparent and accountable business approach that:

Climate-Related Financial Disclosures (TCFD) and the Sustainability Accounting Standards Board (SASB)
Helps to create a more sustainable and equitable future with shared value for our employees, clients, suppliers, shareholders, community and the environment

In FY23, our Board received quarterly updates on our ESG progress and focused on several ESG-related topics:

Focuses on identifying ESG opportunities and mitigating ESG risks as part of our core strategic priorities and day-to-day operations, in line with our company values
ESG Policy and three-year ESG strategy
Five-year action plan towards our Net Zero 2042[1] Target
Aligns with recognised global ESG disclosure frameworks and standards, including the Science-Based Targets initiative (SBTi), United Nations Sustainable Development Goals (SDGs), CDP (formerly the Climate Disclosure Project), Task Force on
Three-year Diversity and Inclusion strategy
Human rights considerations, including enhancing and issuing our annual Modern Slavery Statement.

Minimising the impact of our resource consumption on the environment, by reducing our carbon footprint and other environmental impacts.

ENVIRONMENT

Computershare engages an external adviser to support the annual calculation of our carbon footprint and the development and implementation of our Net Zero 2042[1] five-year action plan.

FY23 PROGRESS

Announced our aim to attain Net Zero status, as defined by SBTi, by 2042

Our 2022 calendar year carbon footprint – 98,115 t CO2

Created and prepared to implement our plan for the first five years of our Net Zero 2042 journey covering each of our Net Zero focus areas:

Emission source Scope 1 Heat (self-generated) Other Scope 2 Purchased electricity Purchased heating Scope 3 Purchased goods and services Capital goods Fuel - and energy-related activities (not included in Scope 1 or 2)	t CO2 2,392 2,053 338 36 - 36 5,688 55,687 10,490 3,737	Share [%] 2.44% 2.09% 0.34% 0.04% 0.00% 0.04% 97.52% 56.76% 10.69% 3.81%
Upstream Transportation and Distribution	10,038	10.23%
Waste generated in operations	2,451	2.50%
Business Travel	3,910	3.99%
Employee commuting	7,754	7.90%
End-of-life of Sold Products	55	0.06%
Investments	1,566	1.60%
TOTAL	98,115	100.00%

Purchased goods and > Business travel and services employee commuting/
Paper and logistics homeworking
- Capital goods
Remained carbon neutral, having offset 100% of our carbon emissions since 2020
Continued to purchase renewable energy certificates to account for 100% of our purchased electricity
Improved our CDP Climate Change disclosure, a snapshot of a company’s environmental disclosure and performance, from C rating (Awareness) to B rating (Management) and our CDP Supplier Engagement disclosure from D rating (Disclosure) to B rating (Management)

FY24 FOCUS AREAS

Develop and implement a supplier engagement program on sustainability topics
Emissions have been reported using The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition). Computershare is moving to a financial year calculation for our carbon footprint from FY24 onwards, in preparation for alignment with the new International Sustainability Standards Board (ISSB) Standards. More information about our carbon footprint will be included in our 2023 ESG Report.
Improve data quality of carbon footprint reporting through the increased capture of actual carbon data from suppliers
Continue to undertake product life-cycle analysis across our global product portfolio to identify further opportunities to decarbonise product offerings
Implement updated ESG data management system

==> picture [10 x 255] intentionally omitted <==

1 Refer to FY23 ESG Report for key assumptions.

17 | COMPUTERSHARE | ANNUAL REPORT | 2023

SOCIAL

How we interact with customers, communities, employees and suppliers.

Employee Opinion Survey

71%

Employee Engagement index

82%

Diversity and Inclusion index

Training hours

343,230 hours of learning

99.20%

mandatory training completed

Change A Life

AU$12.3 million raised to date

AU$651,598 donated to projects in FY23

FY23 PROGRESS

People

Increased our Employee Engagement Index score to 71% (+7% vs. 2022), measuring staff motivation, pride in and connection to our company
Invested in a new people management system
Provided continued support for our people (including initiatives to support mental health, wellbeing, flexible working)

Diversity and inclusion

Completed year one of our FY23-25 Diversity & Inclusion strategy
Grew membership in our Employee Resource Groups from 841 to over 1,800 employees
Increased our D&I employee score to 82% (+3% vs. 2022), measuring how inclusive staff believe we are, which is our highest scoring area globally

Community

Opened the Change A Life Boarding Centre at the World Youth International (WYI) School in Nepal
Committed to our new global Change A Life project, building the Computershare IT College at the WYI School in Nepal
Selected 26 employees from North America for Trek Nepal in November 2023 to raise US$100,000 to buy new school buses for the WYI School

FY24 FOCUS AREAS

People

Embed our new people management system

Diversity and inclusion

Progress interaction with customers and suppliers around D&I to better support diverse individuals and achieve diverse outcomes

Community

Grow employee support for Change A Life, our global charitable giving program

GOVERNANCE

Internal practices and policies for effective and ethical decision-making and legal compliance.

FY23 PROGRESS

FY24 FOCUS AREAS

Published our first ESG Policy
Released our first supplier Code of Conduct
Published our third Modern Slavery Statement
Signed up to the UN Global Compact
Linked 5% of the CEO and CFO’s objectives (and financial outcomes) to ESG-related targets
Introduced ESG-related metrics to our short-term incentive schemes for senior management
Continue to embed our ESG Governance structure
Develop a transition plan for the business aligned to 1.5 degrees
Undertake internal ESG advisory assurance for our FY23 carbon footprint calculation and plan for third-party assurance of FY24 carbon footprint data

PEOPLE

VALUES

Our long-standing values of Certainty, Ingenuity and Advantage represent what we as a company bring to our clients each and every day. Our ‘Being Purple’ ways of working support our values and are a set of positive behavioural signposts for our people. ‘Being Purple’ also helps us to define the people we want to bring into Computershare and the conduct, behaviours and professional attributes we want to promote and reward.

Detailed guidelines are provided to each member of staff, including our Board of Directors, so that our people know what is expected of them. They reflect what actions can be taken to deliver on these ways of working at every level from employee to senior leader. We also provide guidance on ‘what it’s not’ so that our people understand the behaviours we won’t accept.

Our ‘Being Purple’ ways of working also reflect the requirements of our well-established policies on diversity and inclusion, human rights, harassment, anti-bribery, corruption and whistleblowing.

==> picture [37 x 40] intentionally omitted <==

==> picture [42 x 41] intentionally omitted <==

==> picture [293 x 197] intentionally omitted <==

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

Do the
right thing
World leaders
Keep in financial
customers
administration
at our
heart
Strive for
excellence
Be a
pioneer
INGE
N
UIT
Y
E
G
A
T
N
A
V
D
A
----- End of picture text -----

==> picture [149 x 344] intentionally omitted <==

==> picture [150 x 344] intentionally omitted <==

==> picture [150 x 343] intentionally omitted <==

RECOGNISING OUR PEOPLE

This year marked our 29[th] year on the Australian Stock Exchange and the sixth time we celebrated CPU Day. On 25 May, many of our employees across the globe gathered in our offices to celebrate together, with others holding virtual events.

As part of our CPU Day tradition, we handed out Purple People Awards this year to recognise 31 employees for their exceptional contributions and consistently demonstrating our ‘Being Purple’ ways of working.

Our Purple People go above and beyond and unwaveringly deliver outstanding service for Computershare’s clients and their customers. They also continuously inspire and empower the people around them through their actions.

Here are our Purple People for 2023:

==> picture [528 x 23] intentionally omitted <==

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

Name Business line Location Name Business line Location
----- End of picture text -----

Name Business line Location	Name Business line Location
AmyWalden Issuer Services Canton,US Angelia Hearne CCT Colorado,US Ben Carpanini Global Core Operations Bristol,UK Candace Moore Employee Share Plans Toronto,CA Cheryl Clark Mortgage Services Skipton,UK Clara Martinez Global Core Operations JerseyCity,US Daniel Cross Communication Services Bristol,UK Donald Williamson Technology Edinburgh,SCT Eric Tang Global Core Operations Megabox,HK Jeff McFarland Mortgage Services Denver,US Jin Cao Communication Services Toronto,CA Justin Robinson Global Core Operations Sydney,AU Kallie Lycouretzos Shared Services(Finance) Toronto,CA Katie Shaughnessy Issuer Services Louisville,US Kheron Bethel Technology Massachusetts,US Louis Shuba Mortgage Services Denver,US	Lynne Maynard Shared Services(Compliance) Bristol,UK
	Lynnea Solomon Mortgage Services Denver,US
	Madeliena "Maddy" Hughes CCT Los Angeles,US
	Markus Feicht Issuer Services Munich,GER
	Megan Ford CCT Columbia,US
	Michael Mulchrone Issuer Services Dublin,IRL
	Mike Watchke (Senior Manager winner) CCT Columbia, US
	Mimi Ma Business Services Vancouver,CA
	Nate Randt CCT Minneapolis,US
	Nenna Venema Employee Share Plans Barcelona,ESP
	Ran Wang CCT Maryland,US
	Robert “Tav” Swinton Global Core Operations Melbourne,AU
	Sara Ryan-Doherty Mortgage Services Derry,NRL
	Tania Hooper Technology Melbourne,AU
	TraceyHorne Shared Services(Legal) London,UK

==> picture [150 x 344] intentionally omitted <==

==> picture [149 x 344] intentionally omitted <==

GROUP OPERATING OVERVIEW

PRINCIPAL ACTIVITIES

The principal activities of the consolidated entity during the financial year were the operation of the following areas:

Issuer Services comprises register maintenance, corporate actions, stakeholder relationship management, corporate governance and related services.
Employee Share Plans and Voucher Services comprises the provision of administration and related services for employee share and option plans, together with Childcare Voucher administration in the UK.
Computershare Corporate Trust (CCT) comprises trust and agency services in connection with the administration of debt securities in the US.
Mortgage Services and Property Rental Services comprises mortgage servicing and related activities, together with tenancy bond protection services in the UK.
Business Services comprises the provision of bankruptcy and class actions administration services, and the legacy corporate trust operations in Canada and the US.
Communication Services and Utilities operations comprises document composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery.
Technology Services comprise the provision of software specialising in share registry and financial services.

REVIEW OF OPERATIONS

Overview

In constant currency terms, Revenue for the Group rose 27.2% to $3,303.7m, whilst Revenue excluding Margin Income was up 4.2%. Adjusting for the CCT acquisition, operating revenues were up 8.6%.

Margin Income increased 323.4% (up $605.0m) reflecting the rise in global interest rates.

Issuer Services revenues grew by $147.1 million. Margin Income improved by $156.7 million and fee revenues in Governance Services increased by $7.1 million. These were partially offset by lower event-based activity for Corporate Actions and Stakeholder Relationship Management and reduced transactional volumes in Registry, with overall fee and transaction income down by $16.7 million as a result. Issuer Services EBITDA was up 45.1% to $386.8m and EBIT was up 45.6% to $384.0m.

Employee Share Plans and Voucher Services revenue was up 9.0%. This was driven by strong core fee growth and trading activity, particularly in EMEA and the US. Margin Income improved by $27.7m. EBITDA was up 28.1% to $115.0m and EBIT was up 30.1% to $109.9m.

Business Services revenue was up 25.5%. Margin Income improved by $52.5m. Legacy Corporate Trust revenues were higher by $3.5m. The sale of KCC, our Bankruptcy and Class Actions business, completed on 1st May 2023. During its 10 months of ownership by the Group, KCC contributed revenues of $97.2m, made up of fee revenue of $72.4m and Margin Income of $24.8m. Fee revenue was lower by $12.9m due to lower volumes of Class Actions and Bankruptcy activity during the period of ownership prior to its disposal, whilst Margin Income increased by $16.3m. Overall, KCC revenues were $3.5m higher in the 10 months of ownership in FY23 relative to the whole of FY22. EBITDA was up 131.2% to $94.8m and EBIT was up 131.2% to $93.6m.

CCT contributed total revenues of $847.9m, an increase of $511.9m versus the prior corresponding period. Included in these revenues, Margin Income totalled $372.4m, an increase of $316.9m relative to FY22. This was due to rising US interest rates over the course of FY23 as well as renegotiated terms with our primary CCT banking partner. CCT fee revenues were $195.1 million higher, also reflecting a full year of ownership. EBITDA was up 403% to $451.4m and EBIT was up 411.4% to $440.8m

Mortgage Services and Property Rental Services revenue was down 3.8%, whilst EBITDA was down 5.2% to $132.4m and EBIT was up 7.1% to $27.0m. Revenue declined due to lower transaction fee income in the US where higher mortgage interest rates impacted origination, refinancing, fulfilment and recovery related activity whilst our servicing portfolio continued to swing towards capital light sub-servicing. In the UK, fee revenues were lower by $1.6m primarily due to book run-off. Margin Income increased by $51.2m reflecting higher interest rates. The MSR asset life for the interest sensitive portfolio was extended from 8 years to 9 years, effective 1 January 2023.

Revenue for the Communication Services and Utilities business was down 2.2%. This was due to a large number of one-off projects in FY22. EBITDA was down 24.2% at $25.7m and EBIT was down 28.0% at $21.1m.

21 | COMPUTERSHARE | ANNUAL REPORT | 2023

Revenue

Revenue
Business stream	Comparison in constant currency FY2023 @ CC $ million FY2022 Actual $ million CC Variance	FY2023 Actual $ million
Issuer Services 1,126.6 979.5 15.0% 1,090.2 Mortgage Services & Property Rental Services 565.1 587.2 -3.8% 548.8 Employee Share Plans & Voucher Services 370.5 340.0 9.0% 351.7 Business Services 212.4 169.3 25.5% 206.1 Computershare Corporate Trust 847.9 336.0 152.4% 847.9 Communication Services & Utilities 176.6 180.6 -2.2% 166.9 Corporate & Technology 4.6 4.8 -4.2% 4.2
Total management revenue 3,303.7 2,597.4 27.2% 3,215.9

Total management revenue excludes management adjustment items further described in note [4] of the financial statements.

Region	FY2023 @ CC $ million	FY2022 Actual $ million	CC Variance	FY2023 Actual $ million
Australia and New Zealand (ANZ) 223.0 220.1 1.3% 206.0 Asia 119.5 116.9 2.2% 118.9 United Kingdom, Channel Islands, Ireland and South Africa (UCIA) 554.5 491.6 12.8% 505.7 Continental Europe (CEU) 97.9 95.7 2.3% 90.6 United States 2,067.6 1,480.2 39.7% 2,067.6 Canada 241.2 192.8 25.1% 227.1
Total management revenue 3,303.7 2,597.4 27.2% 3,215.9

Operating costs

Operating expenses were up 10.1% on FY22 to $2,066.8m in constant currency terms. Our cost-out programs continue to yield benefits with $37m of gross benefit realised in FY23, in addition to CCT synergies of $7m. This was offset by the impact of cost inflation during the year of $127.4m. Underlying BAU operating expenses were up 5.6%. An additional four months of CCT ownership accounts for$123.5m of the increase. Cost of Sales decreased, from $398.9m to $381.7 million largely due to the mix of sales between periods.

Earnings per share (at actual rates)

Earnings per share (at actual rates)
	2023 Cents	2022 Cents
Statutory basic earnings per share 73.67 37.71 Statutory diluted earnings per share 73.50 37.62 Management basic earnings per share 108.01 57.95 Management diluted earnings per share 107.76 57.81

The management basic and diluted earnings per share amounts have been calculated excluding the impact of management adjustment items (refer to note 4 in this financial report). All EPS numbers above have been translated at actual FX rates (not constant currency).

Numbers are in constant currency unless otherwise stated.

BUSINESS STRATEGIES AND PROSPECTS

OUTLOOK

In August 2023, we provided earnings guidance for FY24. In constant currency, we expect Management EPS to be up around 7.5%. This equates to around 116 cents per share.

Margin Income is expected to be higher in FY24 at around $840m, as higher net yields offset cyclically lower balances. We expect the weighted average US cash rate to be 5.25% for FY24 and average cash balances for the year of approximately $29.8bn, compared to actual average balances of $34bn during FY23. In the first half of FY23, average balances were around $37bn due to high activity levels in Corporate Actions and Corporate Trust. In contrast, average balances for the second half of FY23 were lower at around $31bn. The decline was primarily driven by Corporate Trust balances across both the US and Canada as a result of lower issuance, lower corporate actions for Issuer Services and run-off of Special Purpose Acquisition Companies (SPAC) balances. The sale of KCC accounts for $1bn of the decline in averages balances in FY23 too. We closed the year with exit balances (the balance at the end of June 2023) of $29.8bn and this forms the basis of our FY24 guidance. Guidance this year is more sensitive to client balances simply because headline rates are higher and therefore changes in rates and the associated yield is more meaningful. The Group has locked in around $275m of FY24 Margin Income through its active hedging program as at the date of this report.

Interest expense is also set to increase by about $30m, reflecting higher borrowing costs and BAU operating costs are expected to be up by 3%.

We expect EBIT ex MI to grow around 10%, with strongest contributions from Issuer Services, Employee Share Plans and Mortgage Services.

In Issuer Services, we will continue to build out our Governance Services product offering driving organic revenue growth whilst we also expect some recovery in our transaction activity and event-based businesses too.

In Employee Share Plans, we will continue to upgrade our clients to EquatePlus in North America, which will create further opportunities to grow core fees, whilst also driving further growth in units under administration and increased participant numbers.

In Mortgage Services, we plan to complete our strategic review of the US business. Otherwise, we expect the Servicing portfolio to continue to grow through both new co-issue volumes and new sub-servicing clients. We are actively managing the cost base with $26.8m of benefits expected in FY24 for both the US and UK cost out program.

As a result of the disposal of the KCC business in FY23, we will combine the legacy Corporate Trust business with CCT in FY24. The transitional services agreement (TSA) with Wells Fargo will finish on the 1st November 2023. 75% of the c. $230m of integration costs are expected to be incurred by this date. Cumulative synergies of $26m are expected by the end of FY24.

We announced a new Stage 4 cost out program for US Mortgage Services which is expected to deliver $40-50m of savings by the end of FY24. Total gross benefits from all cost out programs are now estimated at just over $350m, with $39.1m of benefits expected in FY24.

Net debt excluding non-recourse SLS advance debt was down 12.7% to $1,029.9m. The Net Debt to Management EBITDA ratio (excluding SLS advance debt) improved to 0.85x as of 30 June 2023 and will help facilitate an AU$750m buyback which commenced in September 2023.

This outlook assessment, and other references to our FY24 outlook in this document, are subject to the forward-looking statements disclaimer and a number of other assumptions provided in our FY23 results announcement disclosed to the Australian Securities Exchange (Slide 58).

RISKS

The Board is responsible for setting the risk appetite for the Group and approving Computershare’s risk management framework and policies annually, as well as assessing their effectiveness in mitigating the risks present in our business. The Board delegates some of this responsibility to the Risk and Audit Committee. The Risk and Audit Committee is highly qualified with deep expertise in strategic, operational and financial risk management. It receives quarterly reports on the key and emerging risks in the Group, supported by both quantitative data and qualitative information. The committee meets with management to discuss and challenge its views on Group, business line, or functional risks, as well as any actions they are taking to mitigate those risks.

Computershare has a clear and well-established approach to the oversight and management of risk, based on the ‘three lines of defence’ model. This model provides a simple framework for the implementation and oversight of risk management in which management, as the first line of defence, has responsibility for its own risk management and control activities.

23 | COMPUTERSHARE | ANNUAL REPORT | 2023

The risk function, as part of the second line of defence, is responsible for setting the risk framework which includes policies and procedures for identifying and managing risk as well as providing supporting technology. The risk function then oversees risk management activities and provides advisory support to management, as well as forming its own separate and independent opinion on business risks to both management and the Risk and Audit Committee. This structure and process enables robust and challenging conversation at management and board level.

The internal audit function, as the third line of defence, provides an independent and objective assurance function with the responsibility of confirming that the framework, policies and controls designed to manage key risks are being executed effectively by management. Internal audit carries out regular, systematic monitoring of control activities and reports its findings to the senior managers of each business unit, as well as to the Risk and Audit Committee.

RISK SUMMARY

The following outlines areas of material risk that could impact our ability to achieve our strategic objectives and future financial prospects including, where applicable, our exposure to economic, environmental or social sustainability risks, as well as how we seek to mitigate or manage them.

Strategic and regulatory risk

Our businesses operate in highly regulated markets around the world, and our success can be impacted by changes to the regulatory environment and the structure of these markets. As an organisation, we closely monitor regulatory developments globally and play an active role in consulting with regulators on changes that could impact our business.

Many of our key businesses are subject to direct regulatory oversight. We are required to maintain the appropriate regulatory approvals and licenses to operate and, in some cases, adhere to certain financial covenants, such as capital adequacy. Computershare has robust compliance management and monitoring programs in place to support these regulatory obligations and we aim to engage proactively with regulators in all relevant jurisdictions.

Our business is also at risk of disruption from new technologies and alternative service providers. This means we must constantly be looking for ways to improve our services by investing in new technologies and processes. We have a dedicated innovation team that is responsible for rapidly assessing the viability of new business ideas and initiatives in an agile yet systematic manner using proven innovation techniques. Each of our businesses invests in new technologies and associated processes in order to maintain their competitive edge and to enhance operational effectiveness.

Our prospects also depend on finding and executing on opportunities to grow and diversify our business. There is inherent risk in any acquisition, including the risk of financial loss or missed earnings potential from inappropriate acquisition decisions as well as integration risk in its implementation. Computershare has a strong track record of acquiring and integrating businesses successfully. We have a deliberately focused acquisition strategy with rigorous approval processes, and we also undertake subsequent reviews of our acquisitions and their performance. The ongoing integration efforts are operating under a formal governance structure with stringent project and change risk management, supported by an expanded subsidiary board of the regulated US entity.

Computershare also operates across a diverse set of countries and tax jurisdictions. The tax environments in these jurisdictions can be complex and subject to change, and these changes cannot be accurately predicted. Computershare operates a global finance function to manage tax risk within the Group’s risk appetite and engages external tax advice, as appropriate.

Financial risk

Our financial performance each year is underpinned by significant annuity revenue. However, there is also a material proportion of revenue that is derived from transactional activity that is dependent on factors outside our control, which can be challenging to predict. Changes to market activity generally, foreign exchange and interest rates, can impact adversely or favourably on our financial performance.

Computershare generates significant revenues from the transaction processing fees we earn from our services (including the interest income earned by investing client funds). These revenue sources are substantially dependent on customer trading volumes, market prices and liquidity of securities markets. Sudden, sharp or gradual but sustained declines in market values of securities can result in reduced investor communication activity, including reduced mutual funds communication volumes; reduced mergers and acquisitions activity; reduced proxy activity; reduced trading activity; and illiquid markets.

Margin Income is a key contributor to earnings. Changes in investment restrictions, interest rates and the level of balances that we hold on behalf of clients can have a material impact on the Group’s earnings. As global interest rates have increased, the risk to Computershare of being adversely impacted by low interest rates is reduced, and the earnings we receive from Margin Income have increased. We have strong relationships with the global financial institutions that hold our client balances. We have robust policies and other protections to manage interest rate risk (including hedging, refer to note 12 of the financial statements for further details) and other risks associated with placing those funds (including counterparty risk), and we also make significant investments in processes and technology to identify, allocate, reconcile and oversee client monies.

The market for Computershare’s products and services is rapidly evolving and highly competitive. We compete with a number of firms that provide similar products and services to our own. In addition, we compete with our clients’ in-house capabilities to perform functions that they might otherwise outsource to us. We continually strive to remain the leading provider of services in all our business lines globally and invest significantly in new technology and services to maintain our market-leading position.

BUSINESS STRATEGIES AND PROSPECTS

Operational risk

Computershare maintains the capability to provide critical services to our clients during times of business disruption through strict business continuity and operational resiliency planning, crisis management, and disaster recovery processes. This capability covers the various risks Computershare may face that could disrupt our critical services, from cyber threats to natural disasters.

Computershare has robust planning and controls in place to ensure that its global business operations and supply chains are resilient and can meet client expectations in the event of any future disruption. Where we consider there to be increased risk in specific businesses or geographies, we apply timely and effective mitigation and monitoring strategies.

We recognise that the pandemic changed the landscape of working practices globally. In common with many other firms, Computershare has faced elevated staff attrition within some geographies. This has necessitated global mitigation strategies focussing on recruitment and retention, supplemented by more local action plans where required. The Being Purple Framework supports the promotion of positive behaviour and cultures, and the annual Employee Opinion Survey provides all staff with the ability to express their views on working in CPU. Management and the Board of Directors monitor People Risk and the delivery of mitigation plans closely.

Computershare deals with a high volume of daily transactions that can be exposed to data loss and security breaches. The nature of cyber-crime is constantly evolving, and information systems are vulnerable to cyber-attacks. Security breaches may involve unauthorised access to Computershare systems and databases, damage to Computershare’s systems and either the exposure or theft of confidential client data (or both). This presents a range of challenges, from ensuring the security and integrity of that data, as well as the continuity of our service in the face of internal and external factors. We manage these risks through extensive business resiliency planning and testing as well as rigorous internal controls around the ability to access and modify client data. We also make significant investments in technology and services to protect data at rest, in motion and at endpoint, including a specialist Information Security team whose responsibilities include ensuring we have appropriate and effective systems in place to protect our and our clients’ data from unauthorised access. Our dedicated Financial Crime team is also responsible for analysing information and transactions to mitigate the risk of fraud (both internal and external), and these resources are focused on areas of highest potential exposure. Recognising the increased risk of external fraud, Computershare continues to invest in preventative measures in this area.

Computershare also undertakes high volumes of transactional processes, some of which are complex. There is a risk that failure to process these transactions correctly could result in liabilities being incurred to third parties, so we invest significantly in technology to automate processes where possible. We also have policies, processes and corresponding controls to assist in mitigating this risk, which are routinely tested through our second and third line assurance and oversight functions. The Group also maintains appropriate insurance.

ESG risk

Computershare continues to incorporate ESG risk within its Enterprise Risk Management Framework (ERMF) and has policies to ensure there is clear ownership and management of ESG related risks. We have continued to work with external partners to maintain our awareness and understanding of market practice and trends on ESG risk management, and there is ongoing communication on ESG Risk across our three lines of defence. We will continue to include and enhance climate-related events and scenarios in our Business Continuity Planning and processes for continued business resilience.

We monitor the risks to our businesses through climate change, environmental management practices and the duty of care that is placed on us as a result, including health and safety at work.

Our compliance program closely monitors our risks related to bribery and corruption and ensures we remain in compliance with applicable laws and regulations. Computershare publishes its Anti-Bribery and Corruption Policy on our website.

Computershare monitors its network of suppliers to ensure both the Company and its supply chain remain in compliance with applicable Modern Slavery laws, and in this period we have published our Global Supplier Code of Conduct. Computershare remains committed to ensuring that modern slavery and human trafficking form no part of the services we provide or the supply chains we rely upon to provide those services. The people responsible for supply chain management are required to complete targeted training in this area. Computershare publishes an annual Modern Slavery Statement on our website.

We monitor and assess risk management and ethical behaviour in Computershare on an annual basis and take action when we identify areas of improvement or receive feedback during the assessment. We also examine employee perceptions of our ethical behaviours and risk management, as well as the effectiveness of our training and policies through our annual Employee Opinion Survey.

For more information about our ESG initiatives please read our online ESG Report on our website.

25 | COMPUTERSHARE | ANNUAL REPORT | 2023

CORPORATE GOVERNANCE STATEMENT

COMPUTERSHARE’S APPROACH TO CORPORATE GOVERNANCE

The Board is committed to maintaining high standards of corporate governance by overseeing a sound and effective governance framework for the management and conduct of Computershare’s business. This statement outlines Computershare’s main corporate governance practices in place during the financial year ended 30 June 2023. The Board believes that these governance arrangements complied with the recommendations set by the fourth edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations throughout the reporting period.

In this statement ‘Group’ is used to refer to Computershare Limited and its controlled entities, and references to ‘Group management’ refer to the Group’s Chief Executive Officer and the executives reporting directly to the Chief Executive Officer.

This Corporate Governance Statement has been approved by the Board and is current as at 29 September 2023.

1. BOARD RESPONSIBILITIES

The Board has a formal charter that documents its membership, duties and responsibilities and operating procedures. A copy of the charter is available from www.computershare.com/governance.

The principal role of the Board is to ensure the long-term prosperity of the Group by setting broad corporate governance principles that govern the Group’s business operations and accountability and to ensure that those principles are effectively implemented by Group management.

The Board’s main duties and responsibilities are as follows:

Strategic involves commenting on and providing final approval of the Group’s corporate strategy and related performance objectives as developed by Group management; and monitoring planning for Group management’s implementation of and performance with respect to that agreed the Group corporate strategy.

includes approving the Group’s budgets and other performance indicators and monitoring progress Financial against them; approving and monitoring financial and other reporting, internal and external audit and risk plans; setting the Group’s financial and non-financial risk appetite and approving enterprise risk management management plans; and monitoring the progress of major capital expenditure, acquisitions and divestitures within the scope of Board approved delegations.

incorporates overseeing Computershare’s corporate governance framework, including approving Corporate Computershare’s statement of values and code of conduct as well as changes made to key governance supporting Group policies; and overseeing Computershare’s reporting to shareholders and its compliance with its continuous disclosure obligations.

Overseeing involves the appointment and (if required) removal of the Chief Executive Officer as well as the Group monitoring of his or her ongoing performance; and the appointment and (if required) removal of management Group management personnel, including the Chief Financial Officer and Company Secretary.

comprises the approval of Computershare’s overall remuneration framework and determining Remuneration the remuneration of non-executive directors within the limits approved by shareholders.

The Board has delegated the responsibility for day-to-day management and administration of Computershare to the Chief Executive Officer who, in conjunction with Group management, is responsible for managing the Group in accordance with the corporate strategy, plans and policies approved by the Board.

CORPORATE GOVERNANCE STATEMENT

2. BOARD COMPOSITION

Computershare’s Constitution states that the Board must have a minimum of three and a maximum of ten directors. Re-appointment is not automatic; if retiring directors would like to continue to hold office, they must submit themselves for re-election by Computershare’s shareholders at the Annual General Meeting. No director (other than the Chief Executive Officer) may be in office for longer than three years without facing re-election.

In addition to ensuring that the Board has the mix of skills, knowledge and experience commonly required across boards of major ASX-listed companies, the Board also regularly reassesses its composition to ensure that it:

Aligns with the Group’s strategic objectives
Has the necessary skills and expertise to provide oversight of those areas of the Group’s business where there is the greatest scope to increase shareholder value in the future
Has an appropriate balance of directors who are based in Australia and those who are based in (or who have experience in) regions where there are significant Group operations
Is of a size that is conducive to effective discussion and efficient decision making.

To assist in this process, the Board has developed a skills matrix that sets out the skills and experiences that it has or is looking to achieve. The current skills and experience of the Board, assessed against the matrix, are as follows:

Leadership and governance	Total out	Total out	of seven Directors	of seven Directors	of seven Directors	of seven Directors
Strategy 6 Innovation and entrepreneurship 4 CEO-level experience 3 Other non-executive director experience 6 ESG experience 7




Business experience

M&A and capital markets experience 7 International business experience 7 Working in regulated industries 5 Outsourced business services 5 Business development/access to networks 5




Financial and risk

Accounting and finance 4 Banking and treasury 3 Audit, risk management and compliance 7


Other

Technology 5 HR/remuneration 5

Geographic experience

North America 6 UK and Europe 6 Asia 3 Australia 5

Computershare’s former Chairman, Simon Jones, retired as Chairman with effect from the end of the AGM on 10 November 2022 and was succeeded by Paul Reynolds. There were no other changes to Board composition across the reporting period.

27 | COMPUTERSHARE | ANNUAL REPORT | 2023

3. DIRECTOR AND SENIOR EXECUTIVE APPOINTMENTS

Computershare’s non-executive directors have signed formal letters of appointment setting out the key terms and conditions relating to their appointment as a director. Senior executives at Computershare also sign employment agreements, except in certain overseas jurisdictions as a result of local employment practices.

Proposed appointees to the Board and senior executive appointments are subject to appropriate background checks. The format of these checks is dependent on the residence of the proposed appointee but would typically include police and bankruptcy checks and searches of relevant public records and filings. This is in addition to confirmation of the proposed appointee’s experience and character as appropriate.

Any director appointed by the Board will be required to stand for election at the next AGM, at which time the Company will provide in the notice of meeting all material information known to the Company that is relevant for shareholders to decide on whether to appoint the director.

On appointment, all new directors undertake an induction process. They receive copies of all key governance documents, as well as briefings from senior management on material matters relating to the Computershare Group, including strategic considerations, financial performance, major markets and business lines, as well as operational and technological capability. The Board has typically held meetings in all the major markets in which the Group operates, which provides new directors, along with the rest of the Board, the opportunity to meet with management and visit operational facilities during those meetings.

Directors receive briefings on material macro developments that might impact the Group’s operations, such as market structure changes and changes to business models. Members of the Risk and Audit Committee also receive updates on financial reporting and accounting matters as part of continuing professional education. Directors otherwise keep themselves informed of relevant matters by self-education and attendance at various courses and presentations and may also request that the Company provide them with specific development opportunities which they may consider necessary to improve their skills and knowledge.

CORPORATE GOVERNANCE STATEMENT

THE DIRECTORS

As at the date of this Annual Report, the Board composition (with details of the professional background of each director) is as follows:

==> picture [137 x 114] intentionally omitted <==

Paul Reynolds BA, PhD

==> picture [120 x 115] intentionally omitted <==

Stuart Irving

Position: Chairman Age: 66 Independent: Yes Years of service: 5

Term of office

Paul Reynolds was appointed to the Board as a non-executive director on 5 October 2018 and was re-elected by shareholders in November 2021. He was appointed Chairman in November 2022.

Position: Chief Executive Officer Age: 52 Independent: No Years of service: 9

Term of office

Stuart Irving was appointed Chief Executive Officer and President of Computershare on 1 July 2014. He joined Computershare in 1998.

Skills and experience

Paul Reynolds has extensive experience in CEO and Chairman positions in Telecoms, Media and Financial Services businesses. He was a member of the Board at British Telecom from 2001-2007 and CEO of one of its largest businesses, BT Wholesale, and led BT’s global technology and many of its biggest transformation programs. From 2007-2012, Paul was CEO of Telecom New Zealand, and led its structural separation into independent retail and network companies. Paul is based in the UK.

Skills and experience

Stuart held a number of roles at The Royal Bank of Scotland before joining Computershare as IT Development Manager in the UK.

Stuart subsequently worked in South Africa, Canada and the US before becoming Chief Information Officer for North America in 2005 and then the Computershare Group’s Chief Information Officer in 2008.

Other directorships and offices

Non-Executive Chairman of STV Group plc Non-Executive Chairman of 9 Spokes Limited (until July 2022)

Board Committee membership Chair of the Nomination Committee Member of the Risk and Audit Committee Member of the People and Culture Committee

Board Committee membership

Member of the Nomination Committee

==> picture [120 x 115] intentionally omitted <==

Tiffany Fuller B.Com, GAICD, CAANZ (Member)

==> picture [129 x 115] intentionally omitted <==

==> picture [155 x 55] intentionally omitted <==

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

Joseph Velli
BA, MBA
----- End of picture text -----

Position: Non-Executive Director Skills and experience Age: 53 Tiffany is an experienced public Independent: Yes company non-executive director Years of service: 9 with broad experience in chartered accounting, corporate finance, Term of office investment banking, funds Tiffany Fuller was appointed to management and management the Board on 1 October 2014 as a consulting in Australia and globally. non-executive director. Tiffany was Tiffany’s skills include finance last re-elected in 2022. and accounting, strategy, M&A, risk and governance. Her career includes roles at Arthur Andersen and Rothschild and spans multiple industry sectors including financial services, technology, retail, resources and telecommunications.

For most of his career, Joseph served as Senior Executive Vice President of The Bank of New York and as a member of the Bank’s Senior Policy Committee.

Position: Non-Executive Director

Age: 64 Independent: Yes Years of service: 9

Term of office

During his 22-year tenure with the Bank, Joseph’s responsibilities included heading Global Issuer Services, Global Custody and related Investor Services, Global Liquidity Services, Pension and 401k Services, Consumer and Retail Banking, Correspondent Clearing and Securities Services. Most recently Joseph served as the Chairman and Chief Executive Officer of Convergex Group.

Joseph Velli was appointed to the Board on 1 October 2014 as a non-executive director. Joseph was last re-elected in November 2020.

Skills and experience

Joseph is a retired financial services and technology executive with extensive securities servicing, M&A and public board experience.

Other directorships and offices

Non-Executive Director of Washington H. Soul Pattinson & Company Limited (appointed in 2017)

Non-Executive Director of Vicinity Centres (appointed November 2022) Non-Executive Director of Smart Parking Limited (until December 2020)

Board committee membership

Chair of the Risk and Audit Committee Member of the Nomination Committee

Other directorships and offices

Non-Executive Director of Paychex, Inc. Non-Executive Director of Cognizant Technology Solutions Corporation Non-Executive Director of AssetMark Financial Holdings Inc

Board Committee membership

Member of the People and Culture Committee Member of the Nomination Committee

29 | COMPUTERSHARE | ANNUAL REPORT | 2023

==> picture [120 x 114] intentionally omitted <==

Abi Cleland B.Com, BA, MBA.

==> picture [120 x 115] intentionally omitted <==

Lisa Gay BA, LLB

==> picture [137 x 115] intentionally omitted <==

John Nendick BA, FCA, CPA, NACD-DC

Position: Non-Executive Director Age: 50 Independent: Yes Years of service: 5

Term of office

Abi Cleland was appointed to the Board as a non-executive director on 14 February 2018 and was re-elected by shareholders in November 2020.

Position: Non-Executive Director

Age: 61 Independent: Yes Years of service: 5

Term of office

Lisa Gay was appointed to the Board as a non-executive director on 14 February 2018 and was re-elected by shareholders in November 2021.

Position: Non-Executive Director

Age: 66 Independent: Yes Years of service: 2

Term of office

John Nendick was appointed to the Board as a non-executive director on 21 September 2021 and was elected by shareholders in November 2021.

Skills and experience

Abi has extensive global experience in strategy, M&A, digital and business growth. Abi has held senior executive roles in the industrial, retail, agriculture and financial services sectors at companies including ANZ, Amcor, Incitec Pivot and Caltex after starting her career at BHP.

Abi also set up and ran an advisory and management business, Absolute Partners which focused on strategy, M&A and building businesses leveraging disruptive changes.

Skills and experience

Lisa Gay is a highly regarded business leader with extensive financial services experience in funds management, investment banking, and stockbroking. She was formerly Chair of the Australian Securities and Investment Commission’s Markets Disciplinary Panel and Deputy Chair of the Indigenous Land Corporation. From 1990-2010 Lisa was general counsel and managing director of Goldman Sachs Group Australia.

Skills and experience

John Nendick is a senior finance executive who is an expert in new business models, global financial, accounting and audit matters, transactions and technology and Technology, Media and Telecomm (TMT) trends globally. He currently serves as a board member, advisor, investor and educator across these and other industries. He was, until 2020, the Deputy Global Leader of EY’s TMT business and also served on EY’s Global Practice Group. John is based in California.

Other directorships and offices

Non-Executive Director of Orora Limited (appointed in 2014) Non-Executive Director of Coles Group Limited (appointed in 2018) Non-Executive Director of Sydney Airport Limited (until March 2022)

Board committee membership

Member of the People and Culture Committee Member of the Nomination Committee

Other directorships and offices

Deputy Chair of Victoria Funds Management Corporation Non-executive Director of Koda Capital Member of the Council of Trustees of the National Gallery of Victoria

Board committee membership

Chair of the People and Culture Committee Member of the Nomination Committee

Other directorships and offices

Member of Board of Eved LLC Member of the Corporate Advisory Board and Board of Leaders of the Marshall School of Business at the University of Southern California Member, Business Advisory Board of the Los Angeles Kings

Board Committee membership

Member of the Risk and Audit Committee Member of the Nomination Committee

CORPORATE GOVERNANCE STATEMENT

4. BOARD INDEPENDENCE

The Board has reviewed the independence of each of the seven directors in office as at the date of this Annual Report and has determined that six out of the seven directors are independent and were so throughout the reporting period. The director who is not considered to be independent is Stuart Irving, as the Group Chief Executive Officer.

To determine the independence of a director, the Board must consider several different factors, including those set out below:

Whether the director acts (or has recently acted) in an executive capacity for the Company
The materiality of the director’s shareholding in the Company (if any)
The existence of any other material relationship between the director and a member of the Group (for example, where the director is or has been an officer of a significant adviser, supplier or customer)
The ability of the director to exercise their judgement independently

In relation to the former Chairman, Simon Jones, the Board notes that he was first appointed as a non-executive director in November 2005 and subsequently as Chairman in November 2015. The Board was satisfied that Mr Jones’s tenure as a director did not have any impact on his capacity to bring an independent judgement to bear on issues before the Board or to act in the best interests of the Company and its shareholders generally in the period up to his retirement as Chairman in November 2022.

The Board also notes that Joseph Velli is a director of Cognizant Technology Solutions Corporation, a company which supplies IT and business outsource services to the Group. The Board has considered this relationship and is satisfied that Mr Velli’s position as a director of Cognizant Technology Solutions Corporation does not have any impact on his capacity to bring an independent judgement to bear on issues before the Board. The Board has appropriate procedures in place to manage circumstances where a matter relating to Cognizant Technology Solutions Corporation might be under consideration by the Board.

5. BOARD MEETINGS AND REPORTS

There was a return to international travel and in-person Board meetings in FY2023. The Board’s standard meeting schedule includes four in-person meetings each year, as well as a series of scheduled update meetings. The Board also meets as required to discuss and, if appropriate, approve specific strategic initiatives contemplated by the Group. In-person Board meetings generally take place over three days and provide the Board with the opportunity to meet senior management relevant to the agenda for the meeting. At its meetings, the Board discusses the Group’s results, prospects, strategy (both short and long-term), operational performance and other matters, including legal, governance and compliance issues. The Board held four in-person meetings over the reporting period.

The Committees of the Board also meet regularly to fulfil their duties (as discussed further below).

Group management provides monthly reports to the Board detailing current financial information concerning the Group. Management also provides additional information on matters of interest to the Board, including operational performance, major initiatives and the Group’s risk profile (as appropriate).

6. BOARD COMMITTEES

To assist in discharging its responsibilities, the Board has established three committees.

Risk and Audit Nomination People and Culture Committee Committee Committee

Risk and Audit Committee

The principal function of the Risk and Audit Committee is to provide assistance to the Board in fulfilling its corporate governance and oversight responsibilities in relation to the Company’s financial reporting, internal control structure, risk management systems, internal audit function and external audit requirements. The Committee also reviews material legal matters and receives updates on reports made under the Group’s Whistleblower program and Financial Crime Unit.

The Risk and Audit Committee is chaired by Tiffany Fuller and the other members are Paul Reynolds and John Nendick. Simon Jones was also a member of the Risk and Audit Committee until he retired as Chairman in November 2022. Each member of this Committee is considered by the Board to be independent.

The Board regards these members as having the required financial expertise and an appropriate understanding of the markets in which the Group operates. The Chief Executive Officer, the Chief Financial Officer, the Group General Counsel and Company Secretary, the Group Chief Audit Executive, the Group Risk Officer and the Company’s external auditors are invited to meetings of the Risk and Audit Committee at the Committee’s discretion.

The Risk and Audit Committee is governed by a Board-approved charter. A copy of this Risk and Audit Committee Charter is available from www.computershare.com/governance.

31 | COMPUTERSHARE | ANNUAL REPORT | 2023

Nomination Committee

The main functions of the Nomination Committee are to review the competence, expertise, performance, constitution and succession of the Board, as well as the performance of individual directors.

The Nomination Committee generally meets on each occasion that the Board meets in person. All current directors are members of the Nomination Committee, and it is chaired by Paul Reynolds in his capacity as Chairman of the Board.

The Nomination Committee’s policy for the appointment of directors is to select candidates whose skills, expertise, qualifications, networks and knowledge of the markets in which Computershare operates (and other markets into which it may expand) complement those of existing Board members so that the Board as a whole has the requisite skills, diversity and experience to fulfil its duties.

The Nomination Committee is governed by a Board-approved charter. A copy of this Nomination Committee Charter is available from www.computershare.com/governance.

People and Culture Committee

The People and Culture Committee’s principal functions are to advise the Board on matters relating to performance, talent and succession, culture and inclusion and diversity, as well as the remuneration of the Group’s key management personnel and more broadly across the Group.

In relation to remuneration-related matters, the Committee considers, reviews and makes recommendations to the Board about the following matters:

The Chief Executive Officer’s remuneration policy recommendations
Remuneration and contract terms for the Chief Executive Officer and the Group’s key executives
Terms and conditions of long-term incentive plans, short-term incentive plans, share rights plans, performance targets and bonus payments for the Chief Executive Officer and the Group’s key executives
Terms and conditions of any employee incentive plans
The recommendations of the Chief Executive Officer on offers to executives under any long-term incentive plan established by the Company from time to time
Remuneration of non-executive directors within the limits approved by shareholders
Content of the remuneration report to be included in the Company’s Annual Report
In relation to people and culture matters, the Committee considers, reviews and makes recommendations to the Board about the following matters:
Succession planning for senior management and development frameworks for key talent
The effectiveness of the Group’s diversity policies and initiatives
Monitoring surveys conducted by the Company in relation to the culture of the organisation; assessing performance against measurable objectives for achieving diversity on an annual basis, including the relative proportion of women at all levels; and Computershare’s compliance with external reporting requirements

The Committee is chaired by Lisa Gay and the other members are Abi Cleland, Joseph Velli and Paul Reynolds (from his appointment as Chairman). Simon Jones was also a member of the People and Culture Committee until he retired as Chairman. Pursuant to its Charter, the Committee must always be comprised of a majority of independent directors.

The Committee has access to Group management and, where necessary, may consult independent experts to discharge its responsibilities effectively.

The People and Culture Committee is governed by a Board-approved charter. A copy of this People and Culture Committee Charter is available from www.computershare.com/governance.

For details of directors’ attendance at Committee meetings, see the Directors’ Report, which starts on page 40 of this Annual Report.

7. EQUITY PARTICIPATION BY NON-EXECUTIVE DIRECTORS

The Board encourages non-executive directors to own shares in the Company. However, the Company has not awarded shares to non-executive directors and does not mandate that directors must hold a minimum shareholding in the Company. As at the date of this report, all non-executive directors hold a relevant interest in shares in the Company.

8. REMUNERATION

For information relating to the Group’s remuneration practices and details relating to the directors’ remuneration and that of the Group’s key management personnel during the year ended 30 June 2023, see the Remuneration Report, which starts on page 43 of this Annual Report and is incorporated into this corporate governance statement by reference.

In addition to the disclosures contained in the Remuneration Report, it should be noted that the Board is keen to encourage equity holdings in the Company by employees with a view to aligning staff and shareholder interests. Many employees have participated (and continue to participate) in the various equity plans offered by the Company, and the directors believe that, historically, this has contributed significantly to the Group’s success.

CORPORATE GOVERNANCE STATEMENT

9. ANNUAL REVIEW OF BOARD AND GROUP MANAGEMENT PERFORMANCE

The Board’s performance is regularly reviewed by the directors of the Company as a whole. There is a standing agenda item at Board meetings for directors to be given an opportunity to discuss any concerns they may have with the Board’s and its Committees’ performance, as well as any steps that can be taken to maintain their effectiveness.

During the reporting period, the Board undertook a review of Board and Committee performance and an assessment of individual director performance using an external provider.

The Board annually reviews the Chief Executive Officer’s performance while the Chief Executive Officer annually reviews the performance of the other members of Group management. This process includes a review of KPIs for the purpose of determining managements’ short-term incentive outcomes for the year and these outcomes are reviewed by the People and Culture Committee and ultimately approved by the Board.

10. IDENTIFYING AND MANAGING BUSINESS RISKS

The Business Strategies and Prospects section of this Annual Report contains a summary of Computershare’s approach to managing risk within the organisation, including its exposure to environmental and social risks.

In respect of the reporting period, the Board received a report from the Chief Executive Officer and the Chief Financial Officer that confirms, among other things, the following:

The ‘Declaration to the Board of Directors of Computershare Limited’, a copy of which is included in this Annual Report (see page 132) as required by section 295A of the Corporations Act 2001, is founded on a sound risk management and internal control system that is operating effectively in all material respects in relation to financial reporting risks
The Group’s material business risks have been managed effectively

The Risk and Audit Committee reviewed and assessed the Group’s risk management practices throughout the year and also undertook a formal review of the Group’s risk management framework during the reporting period, and was satisfied that it remained sound.

11. DIVERSITY AND INCLUSION (D&I)

Diversity is a key enabler in our business. Over the years, we have created an inclusive workplace where our employee survey results show that our people truly believe their unique differences in thinking, ideas and experiences are valued; and their flexibility fosters their participation in delivering our business objectives. It’s a big part of Computershare and our Being Purple ways of working.

This summary outlines the progress we have made to further embed diversity and inclusion across our organisation during FY23, and our focus areas for FY24.

FY23 Progress

Began implementing our three-year D&I strategy for FY23-FY25, with a heavy focus on capturing employee diversity data, and visible leadership commitments.
Hosted Global D&I Forums, chaired by our CEO Stuart Irving. The forums involved representatives from the People Team and Employee Resource Group (ERG) Board members discussing company goals, employee diversity, inclusion, equity, belonging and how this all fits together.
Supported our ERGs to increase visible leadership commitment by delivering monthly webinars and regular communications.
Continued to develop and promote our D&I learning resources, with an increase in leadership participation and promotion.
Grew membership in ERGs from 841 to over 1,800 employees.
Launched a second mentoring program in our Black Leadership Group.
Continued to partner with Solaris, an external Leadership Development program geared toward Black Female Professionals. In April 2023, Computershare had six graduates, and in April 2023, we enrolled eight more women for our third cohort of participants.
Attended networking and volunteer events (such as mock interviews and customer service calls) with Year Up, one of our Change A Life partners. Year Up provides classroom training and internships to young adults unable to afford an education in the US, many of whom come from an ethnic or socioeconomic minority background.
Hosted in-person events, in addition to virtual events, to help with employee connection, introduction and engagement.
Launched a gender identity and transition toolkit to support employees, and managers of employees going through gender transition.
Hired a D&I Program Coordinator based in Australia to support the Head of D&I with strategic tasks, event planning, communications, ERG relationships, and reporting.

33 | COMPUTERSHARE | ANNUAL REPORT | 2023

Feedback on FY23 Measurable Objectives

==> picture [529 x 626] intentionally omitted <==

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

Objective Measurement Result
Leadership commitment Senior Leadership involvement and Hosted three Global D&I Forums with Global
among at least our top two representation in our Employee CEO, Global Head of People and Employee
levels of Management. Resource Groups; Business Plans to Resource Group Chairs.
include D&I objectives; High scores on
Excellent D&I results (82%) in our Employee
D&I questions in Employee Opinion
Opinion Survey tell us that employees think we
Survey; Incentive and performance
have created a diverse and inclusive workplace,
plans to reflect D&I targets.
where we naturally apply diversity and
inclusion principles in everything we do.
Senior leadership have been scored on their
contribution to ESG, including D&I in their
annual incentive and performance reviews.
Further embed diversity Policies and procedures to include Continued to embed D&I in our policies,
principles into People D&I principles; Launch interview procedures and decisions, including launching
policies and processes. competency framework. a gender identity and transition support
kit for managers and employees. Interview
competencies embedded into hiring manager
guide.
Build maturity, engagement Participation and Engagement Increased our D&I employee score – which
and growth of ERGs and statistics; Consistent attendance; measures how inclusive our staff believe we
leverage their expertise for High inclusion scores in Employee are – to 82% (+3% vs. 2022), which is our
business value. Opinion Survey; participation in highest scoring area globally.
and influence over key business
We have seen an increase in participation in
initiatives.
ERG events, averaging 100 people.
Established D&I Champion networks with
global business lines, making D&I events more
personal and inclusive for our people.
Capture data and set Updated data fields in People and Captured more diversity data, including
further targets to accelerate Finance system; Work toward ethnicity data, in our Employee Opinion Survey
diversity in leadership. 40%/40%/20% female/male/ to inform where we need to focus our efforts
any gender representation in top and ensure everyone has an equal opportunity
two levels; Gather baseline data of to succeed. Our new people management
different minority groups including system, live from July 2023, has been
offers made and offers accepted configured to capture the data required.
to set accurate and reasonable
targets. Employee demographics
obtained and tracked across all
diversity demographics (where local
laws allow). Establish a consistent
global framework for capturing data,
reporting and target setting.
The Computershare board To be measured using gender As of 30 June 2023, 43% of our board
should have at least 30% diversity statistics compiled for the directors are female.
male and 30% female Annual Report.
directors.
----- End of picture text -----

CORPORATE GOVERNANCE STATEMENT

Gender diversity statistics for FY23

The table below includes data on gender statistics at a global level as of 30 June 2023.

	F	M	F%	M%	Total	Change to Female %
Board (inc. CEO) 3 4 43% 57% 7 + Direct reports of CEO 4 13 24% 76% 17 + Company Executive 44 99 31% 69% 144 + Senior Manager 231 374 38% 62% 605 - Manager 779 971 45% 55% 1,750 - Other 6,300 5,339 54% 46% 11,639 -
Total 7,362 6,800 52% 48% 14,162 -

*Company Executive means a person reporting to a direct report of the CEO.

*Senior Manager means a person reporting to a Company Executive.

FY24 focus areas and objectives

==> picture [529 x 93] intentionally omitted <==

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

Objective Measurement
Launch an Accessibility Action Plan to create meaningful > Increase in employment of and engagement with
career pathways for people with disabilities. people with a disability.
Progress interaction with customers and suppliers to better > Implement diverse supplier principles.
----- End of picture text -----

Progress interaction with customers and suppliers to better	>	Implement diverse supplier principles.
support diverse individuals and achieve diverse outcomes.	>	Start to measure the number of diverse supplier
		partnerships in place.
Leverage diversity data from our new People Management	>	Goals identified for diverse populations in talent
System and Employee Opinion Survey responses to set goals in talent acquisition and employee engagement.		acquisition and employee engagement.
Continue to embed diversity principles into People policies,	>	Inclusive policies in place.
processes and leadership competencies by reviewing D&I gaps identified by ERGs, regulations or industry best practices.	>	Expansion of development offerings to include D&I principles.

More information about our D&I achievements will be available in our annual ESG report, to be released on our website in October.

Our D&I Policy is available at www.computershare.com/governance.

12. WORKPLACE GENDER EQUALITY REPORT

In each country in which Computershare operates, the Company complies with legislated diversity reporting requirements. In Australia, Computershare met its reporting requirements under the Federal Government’s Workplace Gender Equality Act 2012, including submitting an annual public report on 25 May 2023.

A copy of this report is available from www.computershare.com/governance. Any comments regarding this report can be submitted via email to the following address: [email protected].

35 | COMPUTERSHARE | ANNUAL REPORT | 2023

13. SECURITIES TRADING POLICY

The Company has a Securities Trading Policy in place that sets out the restrictions that apply to the Group’s directors, officers and employees trading in Computershare securities.

The policy explains the insider trading laws as they relate to trading in Computershare securities and the securities of Computershare’s clients. It also sets out the penalties that apply to insider trading offences under the Corporations Act 2001 and makes clear that Computershare adopts a zero-tolerance approach to breaches of insider trading laws.

The policy imposes additional restrictions on dealings in Computershare securities by Computershare directors and certain specified executives (designated persons). These designated persons may deal in Computershare securities during the four-week period after the Company releases its half-year and full-year financial results and after the date on which its Annual General Meeting is held (subject always to the laws on insider trading).

In addition, these designated persons may only deal in Computershare securities outside those specified, four-week trading windows with an express prior clearance by a nominated director. During certain prohibited periods, being the period between 15 December and the Company’s release of its half-year results, the period between 15 June and the Company’s release of its full-year results and other such periods as may be determined by the Board from time to time, clearance to deal can only be given in exceptional circumstances.

Under the policy, designated persons are also prohibited from entering into an arrangement pursuant to which they seek to hedge the economic risk associated with an unvested incentive award made to them by Computershare.

The list of designated persons is set out in the Schedule to the Securities Trading Policy. It is reviewed and updated as appropriate, having regard to any changes in the structure of Group management or the creation of new roles within it. An up-to-date copy of the Board-approved Securities Trading Policy is available from www.computershare.com/governance.

14. CORPORATE REPORTING

The Chief Executive Officer and the Chief Financial Officer have made a Declaration to the Board of Directors in respect of the year ended 30 June 2023 as detailed on page 132 of this Annual Report. The Board also receives a declaration from the Chief Executive Officer and the Chief Financial Officer that the Declaration from them set out in the Annual Report has been founded on a sound system of risk management and internal control; and that the system is operating effectively in all material respects in relation to financial reporting risks. The Chief Executive Officer and the Chief Financial Officer also provided an equivalent statement to the Directors in respect of the Company’s half-year report for the period ended 31 December 2022.

Where any periodic corporate report is released by Computershare to the market, in addition to reports that are audited or subject to review by its external auditor PwC, Computershare ensures that the content of the report is subject to extensive review and sign-off by senior members of staff, which includes the allocation of material disclosures to designated persons to verify the disclosures by reference to appropriate source documents or, if no source documents are available, by persons with the knowledge and expertise to confirm the accuracy and completeness of the disclosure. All corporate financial reporting is also reviewed by the Risk and Audit Committee or, if applicable, a designated sub-committee of the Board.

15. CONFLICT OF INTEREST AND INDEPENDENT ADVICE

If a director has an actual or potential conflict of interest in a matter under consideration by the Board or a Committee of the Board, that director must promptly disclose that conflict of interest and abstain from deliberations on the matter. In that circumstance, the director is not permitted to exercise any influence over other Board members or Committee members on that issue nor receive relevant Board or Committee papers.

The Company permits any director or Committee of the Board to obtain external advice about transactions or matters of concern at the Company’s cost. Directors seeking independent advice must obtain the approval of the Chairman, who is required to act reasonably in deciding whether the request is appropriate.

CORPORATE GOVERNANCE STATEMENT

16. OUR VALUES AND ETHICAL STANDARDS

Computershare recognises the need for directors and employees to perform to the highest standards of behaviour and business ethics. The Company has adopted the “Being Purple” ways of working, which outline our values as an organisation and the conduct, behaviours and professional attributes we want to promote and reward.

The Board has also adopted a Code of Conduct that sets out the principles and standards with which all officers and employees are expected to comply as they perform their respective functions. The Code recognises the legal and other obligations that the Company has to legitimate stakeholders and requires that directors, officers and employees maintain the highest standards of propriety and also act in accordance with the law.

The People and Culture and Risk and Audit Committees also receive regular reporting on information relating to employee misconduct matters (including where identified through the Whistleblower program, which is detailed in section 22 below).

A copy of the Group’s Board-approved Code of Conduct is available from the corporate governance section of our website.

==> picture [198 x 133] intentionally omitted <==

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

Do the
right thing
World leaders
Keep in financial
customers administration
at our
heart
Strive for
excellence
Be a
pioneer
INGEN
UIT
Y
E
G
A
T
N
A
V
D
A
----- End of picture text -----

17. SHAREHOLDER COMMUNICATIONS AND INVESTOR RELATIONS

Computershare has an investor relations program in place with the aim of facilitating effective communication between Computershare and its investors. A key feature of this program is to ensure that shareholders are appropriately notified of information necessary to assess Computershare’s performance and are able to access it. Information is communicated to shareholders through the following means:

The Annual Report, which is distributed to all shareholders who elect to receive it. An overview of the previous financial year is also included in the Notice of AGM that all shareholders receive.

The AGM and any other shareholder meetings, called from time to time to obtain shareholder approval as required. Since 2017, the Company has conducted its AGM as a hybrid meeting, which provides an opportunity for shareholders to attend the meeting via an online platform. Attending the meeting online enabled shareholders to view the AGM live, ask questions and cast direct votes at the appropriate times whilst the meeting was in progress. As a result of pandemic-related restrictions, the 2020 and 2021 AGMs were held as a fully virtual meeting. The Company resumed holding its AGM as a hybrid meeting for the 2022 AGM.

The Company’s website, which contains information regarding the Company, the Group and its corporate governance framework. The Investor Relations section of the website also includes information released to the ASX, a copy of investor and analyst briefing documentation, press releases and webcasts. The Company also releases new and substantive investor presentations on the ASX announcements platform.

By email to those shareholders who have supplied their email addresses for the purpose of receiving communications from the Company electronically. Computershare actively encourages shareholders to provide an email address to facilitate more timely and effective communication with them and runs campaigns from time to time to encourage greater email adoption.

Computershare also encourages shareholders to participate in the Company’s AGM. Shareholders who are unable to attend and vote during the meeting are encouraged to vote electronically in advance via Computershare’s service known as InvestorVote, where they can view an electronic version of the voting form and accompanying materials, as well as submit their votes. Computershare also encourages shareholders who are unable to attend the AGM to communicate any issues or questions by writing to the Company. All resolutions are decided by way of a poll.

37 | COMPUTERSHARE | ANNUAL REPORT | 2023

18. COMMITMENT TO AN INFORMED MARKET RELATING TO COMPUTERSHARE SECURITIES

The Board has a Market Disclosure Policy to ensure the fair and timely disclosure of price-sensitive information to the investment community as required by applicable law. Under the policy the Board must approve the text of any announcement relating to the annual and half-year financial reports, as well as any other information for disclosure to the market that contains or relates to financial projections, statements as to future financial performance or changes to the policy or strategy of Computershare (taken as a whole). Announcements that do not require the approval of the Board can be approved for release by the Chief Executive Officer, and routine administrative announcements may be made by the Company Secretary. Directors are also provided with copies of material announcements once made.

In order to effectively manage its continuous disclosure obligations, the Chief Executive Officer has also established a Disclosure Committee to provide guidance on the following matters:

Considering what information needs to be released to the market by Computershare.
Referring announcements to the Board for approval where required.
Ensuring there are adequate systems for ensuring timely disclosure of material information to the market, including where such information needs to be released urgently.

The Disclosure Committee consists of the Chief Executive Officer, the Chief Financial Officer, the Head of Investor Relations, and the Group General Counsel/Company Secretary. When an issue that should be referred to the board under company policy has an urgency that prevents its consideration by the full Board, all available directors in conjunction with the Disclosure Committee may approve an announcement relating to that issue to the market.

Further, in circumstances where it is considered appropriate to request a trading halt (for example, where Computershare is required to disclose information to the market but, for whatever reason is unable to do so promptly), the Chief Executive Officer (or, if the Chief Executive Officer is unavailable, the Chairman, Chair of the Risk and Audit Committee or Chief Financial Officer) is authorised to request a trading halt on behalf of the Company. The full Board is to be consulted as far as is practicable on any request for a trading halt.

A copy of the Board-approved Market Disclosure Policy is available from the corporate governance section at www.computershare.com/governance.

19. EXTERNAL AUDITORS

The Company’s policy is to appoint external auditors who demonstrate professional ability and independence. The auditor’s performance is reviewed annually.

PricewaterhouseCoopers were appointed as the external auditors in May 2002. Audit services have been put out to tender since their initial appointment.

PricewaterhouseCoopers normally rotates audit engagement partners on listed companies every five years. It is also PricewaterhouseCoopers’ policy to provide an annual declaration of independence, a copy of which can be found on page 66 of this Annual Report. The external auditor is required to attend the Company’s Annual General Meeting and be available to answer shareholder questions about the conduct of the audit and the preparation of the content of the audit report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in the Directors’ Report (see page 65 of this Annual Report). The Board has a formal policy for reviewing all non-audit services provided by PricewaterhouseCoopers that are administered by the Risk and Audit Committee.

20. INTERNAL AUDITORS

Computershare has a dedicated Group Internal Audit function. The function is led by the Group Chief Audit Executive who has a reporting line to the Chair of the Risk and Audit Committee. Group Internal Audit is authorised to audit all areas of the Computershare Group without the need for prior approval. In carrying out its responsibilities, it has full and unrestricted access to all records, property, functions, IT systems and staff members in the Group.

Each financial year the function develops an annual audit plan, which is approved by the Risk and Audit Committee. The function’s key responsibilities are to:

Review and appraise the adequacy, design and effectiveness of the Group’s system of internal controls
Evaluate and improve the effectiveness of risk management, control and governance processes, as well as identify control gaps.

On completion of audit assignments, Internal Audit will issue written reports, which are distributed to management and communicated to the Risk and Audit Committee. Where the report identifies specific findings and recommendations, the report will include an action plan from management to implement appropriate corrective action within specific timeframes, which are actively monitored. All internal audits are conducted in accordance with the Institute of Internal Auditors (IIA) Standards for the Professional Practice of Internal Auditing.

CORPORATE GOVERNANCE STATEMENT

21. ANTI-BRIBERY AND CORRUPTION

The Board has approved an Anti-Bribery and Corruption policy, which sets out Computershare’s clear statement of zero tolerance for acts of bribery and corruption and confirmation that Computershare will not tolerate its employees or contractors being involved in acts of bribery and corruption in any form. This is reinforced in the Group Code of Conduct.

The Anti-Bribery and Corruption policy is part of the framework for the Computershare Groupwide Anti-Bribery and Anti-Corruption (ABC) Program, which is under the responsibility of the Group Risk and Compliance function. All breaches of the policy must be reported to the compliance function and ultimately to the Rick and Audit Committee.

A copy of the Board-approved Anti-Bribery and Corruption policy is available from the corporate governance section of www.computershare.com/governance.

22. WHISTLEBLOWING

The Board has approved a Whistleblower Policy that outlines procedures for dealing with allegations of improper conduct made by directors, officers or employees of the Company or parties external to Computershare. Concerns can be raised anonymously in a number of ways, including through an externally managed hotline and web portal, or by directly contacting designated regional Whistleblower officers. Any reported concerns are assessed and handled by these regional Whistleblower officers. The Group Whistleblower Officer also provides quarterly reports to the Group Risk and Audit Committee and to the People and Culture Committee (on employee conduct matters) on any reports raised over the period and more serious matters may be escalated to the Committee within a reporting period where appropriate.

All Computershare employees receive annual training about the Company’s Whistleblower Policy, including how to detect and report improper conduct. A copy of the Whistleblower Policy is available from www.computershare.com/whistleblowing.

23. CORPORATE RESPONSIBILITY

For details relating to the Company’s corporate responsibility initiatives, see pages 17 to 18 of this Annual Report and our ESG Report, which you can read on our website.

A copy of the Board-approved Environmental, Social and Governance Policy is also available from the corporate governance section at www.computershare.com/governance.

24. HEALTH AND SAFETY

Computershare aims to provide and maintain a safe and healthy work environment. Computershare acts to meet this commitment by implementing work practices and procedures throughout the Group that comply with the relevant regulations governing workplaces in each country in which the Group operates. Employees are expected to take all practical measures to ensure a safe and healthy working environment in keeping with their defined responsibilities and applicable laws.

The maintenance of a safe and healthy working environment for our staff globally was identified as the key priority for the Group at the outset of the Covid pandemic. Remote working measures were deployed for more than 90% of our staff and, where roles could not be performed remotely, strict Covid safety protocols were implemented across all work sites in accordance with local requirements. Computershare encouraged staff to return to the office across FY2023 and implemented a structured return to office program in the first quarter of FY2024.

25. COMPANY SECRETARY

The Company Secretary during the reporting period was Dominic Horsley. Under Computershare’s Constitution, the appointment and removal of the Company Secretary is a matter for the Board.

Among other matters, the Company Secretary advises the Board on governance procedures and supports their effectiveness by monitoring Board policy and procedures, by coordinating the completion and dispatch of Board meeting agendas and papers, as well as by assisting with the induction of new Directors. The Company Secretary is accountable to the Board, through the Chairman, for these responsibilities.

Dominic Horsley joined Computershare in 2006 and is the Group General Counsel and Company Secretary with global responsibility for Computershare’s legal and secretarial teams. Dominic has extensive experience in corporate and commercial law, having held prior in-house and private practice roles in Australia and the UK. Dominic is a member of the Association of Corporate Counsel GC100 and is a Fellow of the Governance Institute of Australia. Dominic completed a Bachelor of Arts (Hons) in Economics at the University of Cambridge and completed his legal studies at the College of Law in London.

All directors have access to the advice and services of the Company Secretary.

39 | COMPUTERSHARE | ANNUAL REPORT | 2023

DIRECTORS’ REPORT

The Board of Directors of Computershare Limited has pleasure in submitting its report for the financial year ended 30 June 2023.

DIRECTORS

The names of the directors of the Company in office during the whole year and up to the date of this report, unless otherwise indicated, are:

Non-executive

Simon David Jones (retired as Chair and Director effective 10 November 2022) Abigail Pip Cleland Tiffany Lee Fuller Lisa Mary Gay John Nendick Paul Joseph Reynolds (appointed Chair effective 10 November 2022) Joseph Mark Velli

Executive

Stuart James Irving (President and Chief Executive Officer)

PRINCIPAL ACTIVITIES

The principal activities of the Group are outlined in the Group Operating Overview set out on pages 21 to 22 and form part of this report.

CONSOLIDATED PROFIT

The profit of the consolidated entity for the financial year was $444.7 million after income tax. Net profit attributable to members of the parent entity was $444.7 million, which represents an increase of 95.4% on the previous year’s result of $227.7 million. Profit of the consolidated entity for the financial year after management adjustment items was $652.1 million after income tax and non-controlling interests. This represents an increase of 86.4% on the 2022 result of $349.9 million.

Net profit after management adjustment items is determined as follows:

==> picture [529 x 232] intentionally omitted <==

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

2023 2022
$000 $000
Net profit attributable to members of the parent entity 444,744 227,659
Management adjustment items (net of tax):
Amortisation
Amortisation of acquisition related intangible assets 70,670 63,381
Acquisitions and disposals
Acquisition related integration expenses 78,582 46,833
Acquisition and disposal related expenses 4,913 12,200
Loss on disposal of KCC 6,415 -
Gain on disposals (1,489) (13,930)
Contingent consideration remeasurement (2,852) -
Other
Major restructuring costs 29,276 13,136
Marked to market adjustments – derivative (694) (477)
Impairment of assets 22,499 1,069
Net profit after management adjustment items 652,064 349,871
----- End of picture text -----

Management adjustment items

Management results are used, along with other measures, to assess operating business performance. The Group believes that exclusion of certain items permits better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance. Description of management adjustment items can be found in note 4 of the financial statements.

The non-IFRS financial information contained within this Directors’ Report has not been audited in accordance with the Australian Auditing Standards.

DIRECTORS’ REPORT

DIVIDENDS

The following dividends of the consolidated entity have been paid or declared since the end of the preceding financial year:

Ordinary shares

A final dividend in respect of the year ended 30 June 2022 was declared on 9 August 2022 and paid on 12 September 2022. This was an ordinary unfranked dividend of AU 30 cents per share amounting to AUD 181,098,242 ($122,484,506).

An interim dividend was determined on 22 February 2023 and paid on 21 March 2023. This was an ordinary unfranked dividend of AU 30 cents per share amounting to AUD 181,118,801 ($121,051,006).

A final dividend in respect of the year ended 30 June 2023 was determined on 15 August 2023 by the directors of the Company and paid on 18 September 2023. This was an ordinary unfranked dividend of AU 40 cents per share. The dividend was not determined to be paid until 15 August 2023 and accordingly no provision has been recognised as at 30 June 2023.

REVIEW OF OPERATIONS

The review of operations is outlined in the Group Operating Overview set out on pages 21 to 22 and forms part of this report.

SIGNIFICANT EVENTS AND SIGNIFICANT CHANGES IN ACTIVITIES

A discussion of significant events and significant changes in activities, if applicable, is included in the Group Operating Overview set out on pages 21 to 22 and forms part of this report.

In the opinion of the directors, there were no other significant changes in the affairs of the consolidated entity during the financial year under review that are not otherwise disclosed in this report or the consolidated accounts.

SIGNIFICANT EVENTS AFTER YEAR-END

On-market buy-back of ordinary shares

On 15 August 2023 Computershare Limited announced an on-market buy-back of ordinary shares. The on-market buy-back commenced on 4th September 2023 and ends on 3rd September 2024.

The buy-back is for capital management purposes and Computershare reserves the right to vary, suspend or terminate the buy-back at any time. Computershare Limited plans to buy-back its fully paid ordinary shares up to a maximum aggregate value of AUD $750 million.

Acquisition of employee share plan business

On 20 September 2023, the Group signed an agreement to acquire the UK/European employee share plan business of Solium Capital UK, a member of the Morgan Stanley group, for a cash consideration of $35 million and a contingent consideration of $2 million. The acquisition is subject to customary closing conditions including regulatory approvals with completion expected to take place in the second quarter of FY24.

No other matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this financial report that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.

LIKELY DEVELOPMENTS AND FUTURE RESULTS

A discussion of business strategies and prospects is set out on pages 23 to 25 and forms part of this report.

ENVIRONMENTAL REGULATIONS

The Group is not subject to significant environmental regulation.

41 | COMPUTERSHARE | ANNUAL REPORT | 2023

INFORMATION ON DIRECTORS

The qualifications, experience and responsibilities of directors together with details of all directorships of other listed companies held by a director in the three years to 30 June 2023 and any contracts to which the director is a party to under which they are entitled to a benefit are outlined in the Corporate Governance Statement and form part of this report.

Directors’ interests

At the date of this report, the direct and indirect interests of the directors in the securities of the Company are:

Name	Number of ordinary shares	Number of performance rights	Number of share appreciation rights
SJ Irving 174,033 432,518 367,406 AP Cleland 14,903 - - TL Fuller 16,148 - - LM Gay 21,939 - - J Nendick 13,141 - - PJ Reynolds 24,000 - - JM Velli 17,000 - -

Meetings of directors

The number of meetings of the Board of Directors (and of Board Committees) and the number of meetings attended by each of the directors during the financial year were:

	Directors’ Meetings	Risk and Audit Committee Meetings	Nomination Committee Meetings	People and Culture Committee Meetings
A B A B A B A B SJ Irving 9 9 - - 4 4 - - AP Cleland 9 9 - - 4 4 5 6 TL Fuller 9 9 8 8 4 4 - - LM Gay 9 9 - - 4 4 6 6 SD Jones 4 4 3 3 2 2 3 3 J Nendick 9 9 8 8 4 4 - - PJ Reynolds 9 9 8 8 4 4 3 3 JM Velli 9 9 - - 4 4 6 6

A - Number of meetings attended

B - Number of meetings held during the time the director held office during the financial year.

The Board forms sub-committees to consider specific transaction opportunities as appropriate.

INFORMATION ON COMPANY SECRETARY

The qualifications, experience and responsibilities of the Company Secretary are outlined in the Corporate Governance Statement and form part of this report.

INDEMNIFICATION OF OFFICERS

Computershare’s constitution allows the Company to indemnify, where permitted by law, officers of the Company for liability and legal costs they incur when acting in that capacity. There are similar indemnities in favour of officers of controlled entities.

Computershare purchases insurance for amounts that the Company or its controlled entities are liable to pay under these indemnities. The insurance policy also insures Directors, Officers, Company Secretaries and employees (including former Directors and Officers) against certain liabilities (including legal costs) they may incur in carrying out their duties. For this Directors and Officers insurance, we paid premiums of $2,346,383 excluding taxes during FY2023.

DIRECTORS’ REPORT

REMUNERATION REPORT

CHAIRS’ LETTER

On behalf of the Board of Computershare, we are pleased to present the Remuneration Report for the year ended 30 June 2023.

OVERVIEW OF THE YEAR

Computershare achieved record earnings in FY2023 as Management Revenue increased 27% to $3.3b and Management Earnings Per Share (EPS) increased 89% to 109.7 cents per share and which enabled us to increase the final dividend for FY2023 to 40 Australian cents per share. This financial performance reflects the strength of our integrated business model which comprises a portfolio of recurring core fees, cyclical and transaction-based revenues, and margin income.

The continued increase in global interest rates across FY2023 had a mixed impact on our various business units. Higher rates drove a record margin income of $792m, whilst the frequency of rate rises created an uncertain macro trading environment, leading to a reduction in corporate activity, and therefore lower event and transaction fee revenue for Computershare.

Although the Company’s one-year total shareholder return (TSR) in FY2023 was relatively flat, Computershare has delivered exceptional returns for our shareholders over the past three-years, generating a TSR of 102% across that period, and outperforming the ASX 100.

Other highlights from the year include:
Making excellent progress in integrating the Computershare Corporate Trust (CCT) business following its acquisition from Wells Fargo. CCT has performed well above expectations with Management EBIT increasing by over 400% to $440.8m.
Continuing to build a simpler and stronger Computershare with the sale of the Bankruptcy and Class Actions business in May 2023.
Achieving key milestones in our Diversity & Inclusion and Environmental strategy and improving our employee engagement score by 7 percentage points this year.

There were some important changes in our Key Management Personnel (KMP) during the year. Mr Simon Jones retired as Chair of the Board at the 2022 AGM and Mr Paul Reynolds was appointed the new Chair. The Global Head of Issuer Services, Mr Naz Sarkar, retired and a new role of Chief Operating Officer (COO), was created with the appointment of Mr Hussain Baig, who commenced on 15 June 2023.

OUTCOMES FOR 2023

The Board set robust performance measures for our FY2023 short term incentive (STI) plan. Detailed assessment of financial and operational performance against these measures was very strong and as a result STI payments to the CEO were awarded at 90% of maximum. STI outcomes for other executive KMP were between 56% and 90% of maximum. The Board believes the business results reflect the high-quality performance of the executive team throughout FY2023 in delivering against financial and non-financial targets and create a basis for strong long-term returns for shareholders. Please note that our Executive KMP have a portion of their STI weighted towards ESG performance measures, to ensure we balance ‘what is achieved’ with ‘how it is achieved’. See section 2.3 for more details.

The FY2021 long term incentive (LTI) grant was tested on 30 June 2023. The applicable performance measure for 50% of this grant was relative TSR against the ASX100. Our three-year TSR to 30 June 2023 of 102% resulted in Computershare ranking at the 91st percentile of the ASX100. Accordingly, this element of the LTI vested at 100%.

The other 50% of the FY2021 LTI was a one-off grant of Share Appreciation Rights (SARs). At the time that these were granted in late 2020, the Board did not feel confident in setting EPS growth targets, given the economic uncertainty at that point during the Covid-19 pandemic, and wanted to focus Management on actions that would drive growth in shareholder value over the three-year performance period.

The SARs were designed to reward the executive team solely to the extent Computershare’s share price exceeded the grant price of AU$13.25. Over the performance period, there has been a significant improvement in Computershare’s share price to AU$22.55 (based on a 90-trading day volume weighted average price (VWAP) to 30 June 2023).Our executive team has delivered not only on our recovery plan but also our growth plan, generating significant value for shareholders. The SARs tranche of the FY2021 LTI vested in full, delivering AU$9.30 in value per SAR – see section 2.3 for more details.

43 | COMPUTERSHARE | ANNUAL REPORT | 2023

2023 REMUNERATION CHANGES

Whilst we are listed on the Australian Stock Exchange, Computershare is a genuinely global organisation operating in more than 20 countries and deriving over 90% of its revenue from outside Australia. All our current executive KMP are based outside Australia. Half of the Non-executive Directors (NEDs) are based outside of Australia and more than 90% of our workforce is international. We aim to hire the best talent globally and our senior roles have an international remit regardless of location. Since many of our senior roles, including beyond KMP, are based in the US, it is essential that our remuneration structure adapts to that market for Computershare to remain competitive.

We have introduced a Restricted Equity Plan as part of fixed pay for our senior executives other than the CEO, CFO and COO, who do not participate. Under the Plan, a small portion of fixed remuneration (10%) is provided as Restricted Shares that will vest after three years based on continued service. This operates alongside our existing STI and LTI plans. We have done this to help our executives continue to build their shareholding in our business and to ensure our remuneration remains competitive in North America and Europe.

With regards to appropriate benchmarks for setting executive pay levels, please note that the Board believes that in order to secure the services of executives with appropriate relevant market experience, we must set pay comparable to companies of similar size and industry in the UK and US. We do have regard to our ASX 20-50 peers and ASX 100 peers with international operations but these are not the principal comparators and, do not, in our experience, represent an effective benchmark for internationally located executives.

We made changes in FY2023 to the CEO and CFO’s remuneration arrangements after benchmarking data showed that remuneration against our international peers in the UK and US was below market:

For the CEO, there was no change to fixed remuneration, however, his STI and LTI opportunity levels were increased to enhance the competitiveness of his overall package, which nevertheless remains below that of his US and UK peers.
For our US based CFO, changes to his package will take place in a stepped approach over two years. In FY2023, fixed remuneration increased to US$900,000 and STI opportunity increased to 100% of base salary, with a further increase to fixed remuneration planned in FY2024. This aims to increase the competitiveness of his fixed and total package compared to his US peers.

See section 2 and section 2.4 for more detail on FY2023 changes to executive KMP remuneration packages.

Lastly, following a review of NED fees, we made some increases to fees effective 1 October 2022 to ensure we continue to attract a high calibre of NEDs from multiple jurisdictions. Please see section 6 for more detail.

In conclusion, the Board feels that Management has delivered on our objectives for the year and shareholders have benefitted from that, with FY2023 comprising a year of record earnings and higher dividends. We strongly believe that our incentive outcomes reflect our Company performance and achievements in FY2023.

We trust that this report explains our approach and intent in relation to executive remuneration in a global market.

With regards

==> picture [43 x 51] intentionally omitted <==

PJ Reynolds Chair – Board

LM Gay Chair – People and Culture Committee (PACC)

DIRECTORS’ REPORT

Key Management Personnel (KMP)
Snapshot of 2023 remuneration outcomes
2.1 The markets in which we compete
2.2 Our performance
2.3 Executive KMP remuneration outcomes in FY2023
2.4 Remuneration changes made in FY2023
2.5 KMP realised pay in FY2023 (unaudited)
Executive remuneration structure
3.1 Remuneration structure overview
3.2 Executive KMP remuneration mix
3.3 Executive KMP remuneration levels in FY2023
Remuneration components
4.1 FY2023 short-term incentive plan
4.2 Long-term incentive plan granted in FY2023
4.3 FY2023 restricted equity plan
4.4 Other remuneration
Remuneration governance framework
Non-executive Director remuneration
KMP contractual arrangements
Statutory remuneration disclosures 8.1 Remuneration of executive KMP
8.2 Equity remuneration and shareholdings of KMP
8.3 Other

This report is prepared in accordance with section 300A of the Corporations Act 2001 (Cth) (Corporations Act) for Computershare for the year ended 30 June 2023. The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act, apart from where it is indicated that the information is unaudited.

1. KEY MANAGEMENT PERSONNEL (KMP)

Computershare’s KMP comprises the Directors of the Company and select senior executives who have the authority and responsibility for planning, directing, and controlling the activities of the Company directly or indirectly. All KMP are assessed each year. Each executive KMP listed below held their position for all of FY2023 unless otherwise stated.

==> picture [528 x 388] intentionally omitted <==

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

Name Location
Non-executive Director
Paul J Reynolds UK
(appointed as Chair on 10 November 2022)
Abigail P Cleland Australia
Tiffany L Fuller Australia
Lisa M Gay Australia
John Nendick USA
Joseph M Velli USA
Simon D Jones Australia
(retired on 10 November 2022)
Executive KMP
Stuart J Irving UK
President and Chief Executive Officer (CEO)
Nick SR Oldfield USA
Chief Financial Officer and Global Head of Loan Services (CFO)
Hussain Baig UK
Chief Operating Officer (COO)
(commenced on 15 June 2023)
Mark L McDougall Australia
Global Chief Information Officer (CIO)
(ceased to be a KMP from 15 June 2023)
Naz Sarkar UK
Global Head of Issuer Services
(retired on 31 December 2022)
----- End of picture text -----

45 | COMPUTERSHARE | ANNUAL REPORT | 2023

2. SNAPSHOT OF 2023 REMUNERATION OUTCOMES

==> picture [529 x 27] intentionally omitted <==

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

Fixed remuneration Short-term incentive (STI) Long-term incentive (LTI)
----- End of picture text -----

No fixed remuneration increase was	FY2023 STI outcomes of 90% of	The relative total shareholder return
provided to the CEO.	maximum for our CEO and between	(TSR) component of the FY2021 LTI
The CFO and CIO received 7.5% and 5.0% fixed remuneration increases in	56% and 90% of maximum for our other executive KMP.	vested at 100% of maximum. The Share Appreciation Rights (SARs)
FY2023, respectively. For our US based	See section 2.3 below.	component of the FY2021 LTI grant
CFO, changes to his package will take		delivered AU$9.30 of value per SAR
place in a stepped approach over two		held, based on a AU$13.25 grant price
years, with the aim of increasing the		and a vesting price of AU$22.55.
competitiveness of his fixed and total remuneration package relative to the		See section 2.3 below.
US Market for his role.
See 2.4 for more detail on FY2023
changes to Executive KMP remuneration
packages.

2.1 THE MARKETS IN WHICH WE COMPETE

Computershare’s origins are Australian and when we listed in 1994 with a market capitalisation of AU$36m, all of our revenue was earned in Australia. We have now grown to a market capitalisation of more than AU$14b and, although we remain listed in Australia, more than 90% of our revenues are generated outside of Australia and all our current executive KMP and the majority of our broader Executive Management are located outside of Australia.

To ensure we are able to attract and retain executives internationally, our remuneration needs to be internationally competitive, especially with the US and European markets.

==> picture [524 x 256] intentionally omitted <==

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

North AmericaC n inental
Europe71%
of revenue 3%
North America
of revenue 1 out of 3
71% current KMP
of revenue
North AmericaAsia
1 out of 3
current KMP UK & AfricaNorth America 71% 4%
1671% of revenue
of revenue 1 out of 3
1 out of 3 2 out of 3 current KMP
current KMP
North AmericaAus ralia &
New Zealand71%
of revenue 6%
of revenue 1 out of 3
current KMP
----- End of picture text -----

DIRECTORS’ REPORT

2.2 OUR PERFORMANCE

One of the key principles of Computershare’s remuneration strategy is to ensure that there is a clear and transparent link between the remuneration outcomes of executives and Group performance and its consequent impact on shareholder interests. The following table highlights some of the key financial results for Computershare over the period from the financial year 2019 to the financial year 2023, with the corresponding average STI outcomes for executive KMP over the same period.

==> picture [529 x 160] intentionally omitted <==

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

2019 2020 2021 2022 2023
Management adjusted EBITDA (USD million) 674.9 646.4 628.2 720.2 1,216.3
Management adjusted EBIT ex margin income (MI) (USD million) 343.6 298.7 339.1 344.0 257.1
Statutory EPS (US cents) 76.57 42.55 33.77 37.71 73.67
Management EPS (US cents) 70.24 55.57 50.71 57.95 108.01
Management EPS (US cents) – constant currency [1] 68.41 55.00 49.82 56.78 108.01
Total dividend (AU cents per share) 44 46 46 54 70
Share price as at 30 June (AUD) 16.21 13.25 16.90 24.64 23.38
Average STI received as % of maximum opportunity for executive KMP (%) 71.1 47.3 69.5 68.1 78.6
----- End of picture text -----

1 Translated at FY2023 average exchange rates of USD/AUD 1.48716.

Computershare’s incentive plans measure performance against a range of financial and non-financial metrics. As demonstrated below, there is a strong overall alignment between Computershare’s incentive plan outcomes to financial performance.

Earnings per Share

==> picture [191 x 195] intentionally omitted <==

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

120 100%
90%
100
80%
70%
80
60%
60 50%
40%
40
30%
20%
20
10%
0 0%
FY19 FY20 FY21 FY22 FY23
Management EPS (cps)
% maximum CEO STI paid
----- End of picture text -----

Share price

==> picture [180 x 191] intentionally omitted <==

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

30 100%
90%
25
80%
70%
20
60%
15 50%
40%
10
30%
20%
5
10%
0 0%
FY19 FY20 FY21 FY22 FY23
Closing Share Price (AUD)
% maximum CEO STI paid
----- End of picture text -----

EBITDA

==> picture [185 x 189] intentionally omitted <==

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

1400 100%
90%
1200
80%
1000 70%
60%
800
50%
600
40%
400 30%
20%
200
10%
0 0%
FY19 FY20 FY21 FY22 FY23
EBITDA achievement ($m)
% maximum CEO STI paid
----- End of picture text -----

EBIT ex MI

==> picture [186 x 191] intentionally omitted <==

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

400 100%
90%
350
80%
300
70%
250
60%
200 50%
40%
150
30%
100
20%
50 10%
0 0%
FY19 FY20 FY21 FY22 FY23
EBIT ex MI achievement ($m)
% maximum CEO STI paid
----- End of picture text -----

47 | COMPUTERSHARE | ANNUAL REPORT | 2023

Over the past 10 years, Computershare has delivered a TSR of over 200%, outperforming the S&P/ASX 100’s return of 137%. COMPUTERSHARE VS S&P/ASX 100 10-YEAR TSR

==> picture [525 x 183] intentionally omitted <==

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

400
350
300
250
200
150
100
50
1/07/2013 1/07/2014 1/07/2015 1/07/2016 1/07/2017 1/07/2018 1/07/2019 1/07/2020 1/07/2021 1/07/2022 1/07/2023
CPU S&P/ASX 100
TSR (indexed to 100)
----- End of picture text -----

2.3 EXECUTIVE KMP REMUNERATION OUTCOMES IN FY2023

FY2023 STI OUTCOMES

The table below shows the STI paid or payable to each executive KMP for performance in the financial year ended 30 June 2023.

Executive	STI awa (U	rded SD) STI as % maximu	of m Budgeted E (CEO, CFO: 2 EBIT (CIO: 3	BIT 5%) DA 5%) Growth in Group EBIT ex M (CIO: 25%	I ) Strategic Objectives (CEO, CFO: 50%) (CIO: 15%) (C	Non-Financial Objectives EO, CFO: 25%) (CIO: 25%)
SJ Irving 1,777,954 90% N/A NSR Oldfield 1,061,156 90% N/A ML McDougall1 200,059 56%
At or above target Between threshold and target Below threshold

1 ML McDougall’s STI has been pro-rated to the date he ceased as a KMP on 15 June 2023.

In addition to the above:

H Baig received a pro-rated STI for FY2023 assessed against Group Budgeted EBIT and objectives relating to achieving key priorities in the immediate term following his appointment to the role in June 2023; and
N Sarkar received a pro-rated STI for FY2023 assessed against his performance until his termination date.

DIRECTORS’ REPORT

FY2023 CEO STI SCORECARD OUTCOMES AND COMMENTARY

For FY2023, the Board’s assessment of the CEO’s performance against his STI objectives is shown in the table below.

==> picture [529 x 626] intentionally omitted <==

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

Achievement
against Threshold/
Objectives Commentary Target/Stretch
Financial objective (25%)
Group Management Stretch outcome.
EBIT performance
Group Management EBIT for the year was $1,051m, significantly
against budget
exceeding budget.
This strong performance was underpinned by the performance
of the Corporate Trust business and significant growth in margin
income as interest rates recovered nearer to long-term average
levels, notwithstanding the impact higher interest rates and reduced
transaction activity had on our event and transaction related revenue.
Strategic financial objectives (50%)
Margin Income Stretch outcome.
performance
Margin income of $792m was achieved, significantly exceeding
our budget.
Integration and Above target outcome.
enhancement of the
The CCT business achieved Management EBITDA of $451m, significantly
US Corporate Trust
exceeding our budget. The business’ integration is on-track and
business
expected to deliver on committed synergies.
Simplification of Target outcome.
business to its core
Kurtzman Carson Consultants (KCC) was successfully disposed of during
long-term assets
the year and progress has been made in evaluating strategic options for
the US Mortgage Services business, which returned to profit this year.
Issuer Services Above target outcome.
performance and growth
Issuer Services Management EBITDA of $387m exceeded our budget.
of key adjacencies
Continue Equateplus roll Above target outcome.
out and implementation
EBITDA achieved was ahead of budget and the Equateplus roll out in
of a global operating
Australia is now completed.
model for Plans
Non-financial objectives (25%)
People and Culture Above target outcome.
Employee survey results yielded positive and improved responses
across the board, despite the shift to hybrid working in a post-Covid-19
operating environment. Our employee engagement score improved by
7 percentage points this year.
ESG Above target outcome.
We established a Board-approved ESG strategy and clear Science-Based
targets for Scope 1, 2 and 3 emissions reduction for end 2027
achievement. We have again received an MSCI (Morgan Stanley Capital
International) AAA rating and a B rating on the Carbon Disclosure
Project (CDP).
Our D&I scores continue to be the highest rated area in our annual
employee survey.
----- End of picture text -----

49 | COMPUTERSHARE | ANNUAL REPORT | 2023

==> picture [529 x 252] intentionally omitted <==

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

Achievement
against Threshold/
Objectives Commentary Target/Stretch
Non-financial objectives (25%)
Risk Management Target outcome.
Risk functions were stress-tested throughout the year and considered to
be operating well across legal, regulatory and cybersecurity risks.
Capital Management Stretch outcome.
We have reduced Net Debt and increased dividends substantially
in FY2023, whilst maintaining approximately $2b in Balance Sheet
capacity for future M&A activity.
Leadership Team Above target outcome.
Development
Key appointments to the Global Management were made to build the
overall strength including the appointment of a COO and new CEO
Issuer Services.
Percentage of target achieved 135%
Percentage of maximum achieved 90%
----- End of picture text -----

FY2021 LTI VESTING OUTCOMES

The FY2021 LTI grant was tested on 30 June 2023. The applicable performance measure to 50% of this grant was relative TSR against the S&P/ASX 100. Our three-year TSR to 30 June 2023 of 102% resulted in Computershare ranking at the 91st percentile of the ASX100. This element of the LTI vested at 100%.

TSR Performance vs ASX 100

300%

==> picture [527 x 200] intentionally omitted <==

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

250%
200%
150%
100%
50%
0%
Median 75th CPU
-50%
-100%
----- End of picture text -----

The remaining 50% tranche of the FY2021 LTI was a one-off grant of SARs subject to an in-built share price hurdle (that is, the SARs only have a value above the share price at the date of grant, which was AU$13.25). Based on this grant price, the value delivered to executives is the share price growth exceeding AU$13.25 based on a 90-trading day volume weighted average price (VWAP) until 30 June 2023. Where the VWAP was below AU$13.25, there would be no vesting.

Given Computershare’s VWAP to the end of FY2023 was AU$22.55, each SAR has delivered a value of AU$9.30 (AU$22.55 – AU$13.25). This value, being the difference between the grant price and the VWAP until 30 June 2023, multiplied by the number of SARs held by the individual, is delivered in Computershare shares.

DIRECTORS’ REPORT

The SARs were granted in the early phase of the Covid-19 pandemic, at which time the then on-foot LTI awards appeared highly unlikely to vest. Accordingly, the LTI award outcomes for the past three years, being judged against performance measures set prior to the impact of the pandemic, were:

LTI award	Vesting outcome
FY2018-2020 0% FY2019-2021 0% FY2020-2022 50%

For the FY2022 LTI and subsequent awards, Computershare reverted to an LTI delivered wholly in Performance Rights and assessed against three performance measures – see Section 4.3 for more detail.

2.4 REMUNERATION CHANGES MADE IN FY2023

Changes made to the remuneration packages of executive KMP in FY2023 are set out below, excluding the former Global Head of Issuer Services and newly appointed COO.

	Currency	FY2022 base salary	FY2023 base salary	Year-on-year change	Changes to incentive opportunity levels
SJ Irving GBP GBP 1,097,586 GBP 1,097,586 0% STI target opportunity was increased from 83.3% of base salary to 100%. LTI opportunity was increased from 150% of base salary to 172%.
NSR Oldfield USD USD 837,442 USD 900,000 7.5% STI target opportunity was increased from 60% of base salary to 100% and LTI opportunity reduced from 107% of base salary to 100% of his base salary.1
ML McDougall AUD AUD 701,765 AUD 736,853 5.0% No change. Eligible to participate in the new Restricted Equity Plan.

1 For SJ Irving and NSR Oldfield, the maximum STI award is set at 150% of target whereas the maximum award for other KMPs is 175% of target.

As explained previously, while our CEO, CFO and COO do not participate, we introduced a new element of remuneration for some members of our senior executive team. To encourage retention and alignment with shareholders, 10% of fixed remuneration is awarded in the form of Restricted Shares that vest based on continued service. In FY2023, the only member of KMP eligible to participate was the CIO.

2.5 KMP REALISED PAY IN FY2023 (UNAUDITED)

The table below details actual pay and benefits for executive KMP (excluding Mr Sarkar who retired on 31 December 2022 and Mr Baig who commenced employment on 15 June 2023). This table aims to assist shareholders in understanding the cash and other benefits actually received by KMP from the various components of their remuneration during FY2023 as an additional voluntary disclosure which has not been subject to audit.

Total Realised Remuneration in FY2023 is higher than FY2022, primarily due to STI outcomes being higher due to stronger business performance and full vesting of the FY2021 LTI which includes the one-off grant of SARs. It should be noted, as set out in section 2.3 of this report, that the over the past three years prior to FY2023, our LTI program has only vested once (in FY22 and to the extent of 50% of the award based on our strong relative TSR performance over the period 1 July 2019 to 30 June 2022).

All figures below are in USD.

All figures below are in USD.
Employee FY2023 Fixed (base + benefits)	FY2023 Actual Package Details FY2023 Actual Total STI FY2021 LTI Vesting in FY20231 FY2023 Actual Total Remuneration (Base + STI + LTI)	FY2023 Actual vs Max FY2023 Actual vs Max STI FY2023 Actual vs Max Total Remuneration (Base + Max STI + LTI)	FY2023 vs FY2022 Actual FY2023 vs FY2022 Actual STI received FY2023 vs FY2022 Actual Total Remuneration (Base + STI+ FY20 LTI)
SJ Irving 1,336,455 1,777,954 3,929,604 7,044,013 90% 126% 139% 170% NSR Oldfield 900,781 1,061,156 1,421,554 3,383,491 90% 113% 180% 164% ML McDougall3 508,407 208,633 801,981 1,519,021 56% 112% 97% 149%

1 LTI value calculated using number of vested rights x Computershare closing share price as at 30 June 2023. 2 This non IFRS information included in the table above has not been subject to audit.

3 ML McDougall ceased to be a KMP on 15 June 2023. Realised pay in FY2023 is referable to the full year.

51 | COMPUTERSHARE | ANNUAL REPORT | 2023

3. EXECUTIVE REMUNERATION STRUCTURE

3.1 REMUNERATION STRUCTURE OVERVIEW

The fixed remuneration structure for our senior executives includes base salary (plus any applicable superannuation contributions) and, other than the CEO, CFO and COO, includes a component that is granted in three-year Restricted Shares. Our remuneration structure also includes variable at-risk remuneration consisting of an STI and for a more limited pool of Global Management, an LTI. The purpose of each element of remuneration is outlined below.

==> picture [534 x 371] intentionally omitted <==

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

Fixed Remuneration STI LTI
To attract, motivate and retain highly Reflects performance across the year To align executive reward outcomes
skilled employees. and is designed to reward Management to long-term sustainable shareholder
for achieving financial targets, value creation.
Designed to be competitive in the
delivering on strategic objectives and
market where the executive is located.
managing the business in a sustainable
Reviewed annually and reflects manner while demonstrating our values.
technical and functional expertise, role
scope, and market practice.
The remuneration framework for the CEO and CFO operates over time as set out below. Given that the COO was appointed in
June 2023, he only received base salary and a pro-rated STI in FY2023. From FY2024, he will be eligible to participate in the
LTI plan.
FIXED Base salary
PAY
STI Assessed against a scorecard of financial, Cash (50%)
strategic and non-financial objectives Restricted Shares (50%)
LTI Performance Rights tested at the end of a 3-year performance period against Relative TSR (40%),
Earnings per Share (ex. Margin Income) (30%) and Return on Invested Capital (30%)
FY23 FY24 FY25
Payment/vesting date
----- End of picture text -----

DIRECTORS’ REPORT

3.2 EXECUTIVE KMP REMUNERATION MIX

The following diagram sets out the minimum, target and maximum total remuneration opportunity for each executive KMP as at 30 June 2023. Each component is shown as a percentage of the total remuneration package.

Minimum: consists of fixed remuneration which is comprised of base salary and superannuation, and restricted equity (as applicable).

Target: consists of fixed remuneration, restricted equity (as applicable) target STI (cash and deferred) and the full value of LTI.

Maximum: consists of fixed remuneration, restricted equity (as applicable), maximum STI (cash and deferred) and the full value of our LTI.

FY2023 CEO PAY MIX

==> picture [489 x 79] intentionally omitted <==

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

Minimum 100%
Target 27% 13% 13% 46%
Maximum 24% 18% 18% 41%
----- End of picture text -----

FY2023 CFO PAY MIX

==> picture [529 x 210] intentionally omitted <==

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

Minimum 100%
Target 35% 15% 15% 35%
Maximum 30% 20% 20% 30%
FY2023 CIO PAY MIX
Minimum 91% 9%
Target 42% 4% 9% 9% 36%
Maximum 36% 4% 12% 16% 32%
----- End of picture text -----

FY2024 COO PAY MIX

==> picture [529 x 120] intentionally omitted <==

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

Minimum 100%
Target 38% 22% 22% 18%
Maximum 31% 27% 27% 15%
Fixed Remuneration Restricted Equity STI – Cash STI – deferred LTI
----- End of picture text -----

53 | COMPUTERSHARE | ANNUAL REPORT | 2023

3.3 EXECUTIVE KMP REMUNERATION LEVELS IN FY2023

We set out below the contractual FY2023 base salary, restricted equity (as applicable), STI and LTI opportunities of each executive KMP as at 30 June 2023, excluding the former Global Head of Issuer Services. ML McDougall ceased to be a KMP on 15 June 2023. Contractual remuneration is presented on a full year basis.

For the newly appointed COO, his FY2024 package is shown.

Employee (location)	Base salary (home currency)	Restricted equity (% of base salary)	STI target (% of base salary)	STI max (% of base salary)	LTI max (% of base salary)
SJ Irving UK GBP 1,097,586 N/A 100.0% 150.0% 172.0%
NSR Oldfield USA USD 900,000 N/A 100.0% 150.0% 100.0%
H Baig UK GBP 850,000 N/A 117.6% 176.5% 47.1%
ML McDougall Australia AUD 736,853 10.0% 42.9% 75.0% 85.7%

4. REMUNERATION COMPONENTS

4.1 FY2023 SHORT-TERM INCENTIVE PLAN

==> picture [531 x 27] intentionally omitted <==

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

CEO & CFO CIO
----- End of picture text -----

What is the	The minimum STI outcome is 0% (if targets are not	The minimum STI outcome is 0% (if targets are not
opportunity?	met) and maximum is capped at 150% of target	met), and maximum is capped at 175% of target
	opportunity.	opportunity.
What are the	Budgeted EBIT (25%)	Budgeted EBITDA (35%)
performance hurdles?	Strategic Financial Objectives (50%) Non-Financial Objectives (25%)	Growth in EBIT ex MI (25%) Strategic Financial Objectives (15%)
		Non-Financial Objectives (25%)
How is the	50% in cash, and 50% is deferred into Restricted	50% of the STI assessment is paid in cash and
STI paid?	Shares held in deferral for two years following the	the remaining 50% delivered in Deferred Shares
	performance year.	(assuming ‘on target’ performance), with measures
		aligned to each component.
Treatment of	The Deferred Shares are subject to service conditions, qualifying leaver provisions and participate in
Deferred Shares	dividends and/or distributions paid during the restricted period. The number of Deferred Shares allocated for
	the FY2023 STI is to be determined by dividing the amount to be deferred by the VWAP of Computershare
	Shares over the five trading days following the release of the Company’s full year results on 15 August 2023.
What is the	The performance period for the FY2023 STI plan was 1	July 2022 to 30 June 2023.
performance
period?

DIRECTORS’ REPORT

How are STI	STI is assessed at the end of the financial year on the following basis:
payments determined?	Budgeted EBIT/Budgeted EBITDA– At threshold achievement (90% of budget), 75% of target opportunity associated with the measure is paid out. Budget achievement results in 100% target payout and stretch
	achievement (120% of budget) pays out at 150% of target opportunity. Straight-line vesting occurs between
	threshold, target and stretch.
	Growth in EBIT ex MI– For FY2023, the Board set a scale whereby growth of 0% to 10% pays out linearly
	between 0% and 200% of target opportunity. This component is not applicable to the CEO’s and CFO’s STI
	(only to the CIO in FY2023).
	Strategic Financial Objectives– At the outset of the year, a set of goals with financial targets that underpin
	the strategic agenda for the year are selected by the Board for the CEO. The CEO does the same for the
	remaining executive KMP. Assessment at the end of the financial year against set criteria results in payout
	between 0% and 150% of target. The FY2023 criterion for the CEO and their assessment are listed in detail
	in section 2.3.
	Non-Financial Objectives– A set of non-financial objectives relating to customer, culture, risk management
	and other metrics relevant for the year (such as Mergers & Acquisitions (M&A) and capital management)
	are established by the Board for the CEO at the start of the financial year. The CEO does the same for the
	remaining executive KMP. The FY2023 objectives and their assessment are listed in detail for the CEO in
	section 2.3. There is stretch in the STI plan such that for the CEO and CFO, there is a maximum payout of
	150% of target opportunity associated with these objectives and, for the CIO, a maximum payout of 200% of
	target opportunity.

Other key features The Board has the discretion to determine award outcomes for executives in certain circumstances such as cessation of employment or a change of control, and also to cash settle awards on vesting if local regulations or practices make it appropriate to do so.	Other key features The Board has the discretion to determine award outcomes for executives in certain circumstances such as cessation of employment or a change of control, and also to cash settle awards on vesting if local regulations or practices make it appropriate to do so.	Other key features The Board has the discretion to determine award outcomes for executives in certain circumstances such as cessation of employment or a change of control, and also to cash settle awards on vesting if local regulations or practices make it appropriate to do so.
4.2 LONG-TERM INCENTIVE PLAN GRANTED IN FY2023
Who participates?	All executive KMP and other senior executives who are identified as being particularly important to the longer-term future of Computershare.
What type of awards are granted?	100% Performance Rights. A Performance Right is a right to receive a Share, subject to meeting conditions noted below.
How is the number of Rights to be awarded calculated?	The number of Performance Rights awarded was calculated by dividing the FY2023 LTI opportunity by the VWAP of Computershare Shares over the five trading days following the release of the Company’s FY2022 results on 9 August 2022.
What is the performance period?	The FY2023 LTI plan will be tested over the period 1 July 2022 to 30 June 2025.
What are the performance hurdles?	Relative TSR (40%) The percentage of Performance Rights that vest, if any, will be determined by the Board with reference to the percentile ranking achieved by the Company over the period, compared to the other entities in the S&P/ASX 100 comparator group, as follows:
	Relative TSR ranking within S&P/ASX 100	Vesting
	Below the 50thpercentile 0%
	Equal to the 50thpercentile 50%
	Between the 50thto 75thpercentile Progressive pro-rata vesting between 50% to 100% (i.e. on a straight-line basis)
	At or above the 75thpercentile 100%

55 | COMPUTERSHARE | ANNUAL REPORT | 2023

What are the performance hurdles?

Average Management EPS ex MI growth (30%)

Requires Management to deliver growth in earnings from the underlying business to the benefit of shareholders. EPS is measured excluding margin income to exclude any potential windfall gains arising from interest rate increases over the three-year performance period. EPS ex MI highlights the results directly driven from Management’s actions in setting and executing strategy for the underlying business. The percentage of Performance Rights that vest, if any, will be determined by the Board with reference to the following vesting schedule:

the following vesting schedule:
Average growth in Management EPS ex MI	Vesting
Below 5% per annum 0%
5% per annum 50%
Between 5% and 10% per annum Progressive pro-rata vesting between 50% to 100% (i.e. on a straight-line basis)
10% per annum or above 100%

Average Return on Invested Capital (ROIC) (30%)

Focuses Management on improving and growing our underlying business, making earnings accretive investments and at the same time ensures both are done with capital discipline. ROIC is measured based upon Management earnings (inclusive of tax but excluding interest expenses) and invested capital inclusive of cash costs associated with restructuring and M&A integration. It will not include gains or losses on sales of business or marked to market adjustments on derivatives. The percentage of Performance Rights that vest, if any, will be determined by the Board with reference to the following vesting schedule:

vesting schedule:
Average ROIC	Vesting
Below 12.75% per annum 0%
12.75% per annum 50%
Between 12.75% and 14.50% per annum Progressive pro-rata vesting between 50% to 100% (i.e. on a straight-line basis)
14.50% per annum or above 100%

Other key features The Board has the discretion to determine award outcomes for executives in certain circumstances such as cessation of employment or a change of control and also to cash settle awards on vesting if local regulations or practices make it appropriate to do so.

The LTI plan also includes both malus and clawback mechanisms that may be triggered in certain circumstances, which include fraud, dishonesty or material misstatement of financial statements.

4.3 FY2023 RESTRICTED EQUITY PLAN

As mentioned earlier in this report, for executives below our CEO, CFO and COO, we introduced a serviced based equity plan equal in value to 10% of fixed remuneration to encourage retention and shareholder alignment. Of our executive KMP, only the CIO participated in FY2023. The number of Restricted Shares granted for FY2023 was determined by dividing 10% of a participant’s fixed remuneration by the 5-day VWAP of Computershare’s shares after the FY2022 results announcement. For the Shares to vest, the participant is required to complete 3 years’ service with the Group (through to 1 September 2025). In general, the Restricted Shares will be released from restriction on a change of control and will lapse on cessation of employment unless the Board decides otherwise in the case of a good leaver.

4.4 OTHER REMUNERATION

Like all our employees, executive KMP can participate in the Group’s general employee share plans. An overview of these plans is disclosed in note 41 of the financial statements.

DIRECTORS’ REPORT

5. REMUNERATION GOVERNANCE FRAMEWORK

The main aim of our executive incentive strategy and structure is to ensure that executives are rewarded appropriately when they deliver positive outcomes to our shareholders. In considering remuneration changes, the People & Culture Committee (PACC) ensures all executive pay decisions are based on the following four principles:

Fairness – ongoing remuneration plan design must motivate and stretch our executives to focus on the right outcomes for our business and to reward what those executives can influence.
Alignment – incentive plan design and outcomes should align to shareholder experience, both in terms of performance measures and the use of equity awards, in a meaningful way while also being mindful of the general employee experience. Plan measures should drive sustained, long-term organisational growth and success.
Simplicity – where possible, plan design should be simple to explain and execute. It should strike the right balance between fixed and at-risk pay.
Risk management – Board discretion or plan amendments must be applied on a robust basis, ensuring no windfall gains occur to participants. Due consideration should be given to business and operational risk and the Group’s values and culture through plan design such as clawback and malus.

The Board (through the PACC) reviews our remuneration framework regularly to ensure it remains aligned to business objectives. The Committee uses a range of inputs when assessing the performance of outcomes for executive KMP, taking into account results and also how those results were achieved. Detailed individual performance assessments, measurement against targeted financial results, external remuneration benchmarking and an overarching view to the organisation’s values and risk profile are all taken into account.

BOARD

Sets and oversees the People & Culture Committee mandate. The Board is responsible for setting remuneration policy and determining Non-executive Director and executive KMP remuneration. In addition, the Board is responsible for approving all targets and performance conditions set under the KMP incentive plans. The Board delegates responsibility to the People & Culture Committee for reviewing and making recommendations to the Board on these matters.

PEOPLE AND CULTURE COMMITTEE

The Committee uses a range of inputs when assessing performance and outcomes of KMP, taking into account results and also how those results were achieved. Detailed performance assessments, financial results, external remuneration benchmarking, and an overarching view to our organisation’s values and risk profile are all taken into account.

MANAGEMENT

EXTERNAL ADVISORS

Provide the Committee with information on financial, customer and risk matters which may impact remuneration. Where appropriate, the CEO attends Committee meetings, however, he does not participate in formal decision making or in discussions involving his own remuneration.

The Committee may seek and consider advice from independent remuneration consultants where appropriate. Any advice from consultants is used to guide the Committee and the Board but does not serve as a substitute for thorough consideration by Non-executive Directors. Protocols are in place for the independent engagement of remuneration consultants. During the year, SW Corporate provided benchmarking data and market practice advice to the Committee only. No remuneration recommendations relating to KMP were provided.

57 | COMPUTERSHARE | ANNUAL REPORT | 2023

6. NON-EXECUTIVE DIRECTOR REMUNERATION

Computershare’s total Non-executive Director (NED) fee pool has a limit of AU$2.6m. This limit was approved by shareholders in November 2021 to ensure we can offer globally competitive NED fees and expand our international Director base in line with our global strategy.

From 1 October 2022, changes to NED fees were made to ensure we continue to attract and retain a high calibre of Directors with competitive fees in the respective markets in which they are located – Australia, the US and UK. Informed by an external benchmarking exercise, we made changes to:

The Chair fee (increased from AU$475,000 to AU$500,000). Given our new Chair, Paul Reynolds, is based in the UK, his fee paid will be £275,000, which reflects the GBP/AUD FX rate at the date of his initial appointment as a Director. This fee will not be adjusted annually to accommodate future FX changes; and
The Australian base Board fee (increased from AU$170,000 to AU$180,000).

NED fees as at 30 June 2023 are set out in the below table.

	Chair Fee	Base Board fee	Chair Risk and Audit Committee	Chair People and Culture Committee	Member Risk and Audit Committee	Member People and Culture Committee
Australia n/a AU$180,000 AU$75,000 AU$40,000 AU$25,000 AU$20,000 United States n/a US$182,500 n/a n/a US$18,750 US$15,000 United Kingdom £275,000 n/a n/a n/a n/a n/a

These fees are inclusive of statutory superannuation where applicable. J Nendick (USA), JM Velli (USA) and PJ Reynolds (UK) receive their Director fees in their local currency. No bonuses, either short or long term, are paid to NEDs. They are not provided with retirement benefits.

NED statutory remuneration

Details of the nature and amount of each element of the total remuneration for each NED for the year ended 30 June 2023 are set out in the table below. Where remuneration was paid in anything other than USD, it has been translated at the average exchange rate for the financial year (for example, the FY2023 USD/AUD average rate was 1.48716, the FY2022 USD/AUD average rate was 1.37548).

	Financial Year	Short-term Fees1 $	Post-employment benefits Superannuation/ pension $	Total $
PJ Reynolds2 2023 257,587 - 257,587 2022 143,368 - 143,368
AP Cleland 2023 130,213 2,811 133,024 2022 138,705 - 138,705
TL Fuller 2023 154,352 15,922 170,274 2022 162,550 16,183 178,733
LM Gay 2023 132,953 13,965 146,918 2022 140,705 14,098 154,803
J Nendick 2023 201,250 - 201,250 2022 155,969 - 155,969
JM Velli 2023 197,500 - 197,500 2022 197,500 - 197,500
Former NEDs SD Jones3 2023 108,201 8,503 116,704 2022 329,462 17,134 346,596
CJ Morris 2022 45,004 - 45,004
Total 2023 1,182,056 41,201 1,223,257 2022 1,313,263 47,415 1,360,678

1 KMP are paid in their local currency. Foreign exchange rate movements can impact the comparison between years in US dollar terms.
2 PJ Reynolds was appointed Chair from 10 November 2022.

3 SD Jones retired effective 10 November 2022.

DIRECTORS’ REPORT

7. KMP CONTRACTUAL ARRANGEMENTS

On appointment to the Board, all NEDs sign a formal appointment letter which includes details of their Director fees. NEDs do not have notice periods and are not entitled to receive termination payments.

Except for the Group CEO, no Director may be in office for longer than three years without facing re-election.

Neither the Group CEO nor other executive KMP are employed under fixed-term arrangements with Computershare. Their notice periods are based on contractual provisions and local laws. For the Group CEO, the notice period is one month and for the Group COO it is six months. As the Group CFO is located in the US, his employment is on an at will basis and, consistent with other employees in that jurisdiction, that means there is no contractual notice period in place.

On termination of employment, KMP are entitled to statutory entitlements in their respective jurisdictions of employment.

The Deferred Short-Term Incentive (DSTI) and Restricted Equity plans provide for full vesting on redundancy or termination by the Group other than for cause.
Under the LTI plan, subject to Board discretion, Performance Rights for ‘good leavers’ will be left on-foot, with the intended treatment being that a pro-rata proportion will be retained by the executive and will be subject to vesting at the end of the original performance period based on the satisfaction of the applicable performance measures.

Otherwise, subject in some instances to local requirements in the jurisdictions where the Group operates, none of these executives would receive special termination payments should they cease employment for any reason.

Treatment of Awards for Naz Sarkar (former Global Head of Issuer Services)

In FY2023, Naz Sarkar retired from Computershare effective 31 December 2022 and received his statutory entitlements. As a good leaver, the treatment of his awards was as follows:

His FY2023 STI was pro-rated based on the portion of the financial year served and was delivered in cash;
His DSTI awards earned from prior year STI plans became unrestricted at termination; and
His on-foot LTI awards (Performance Rights and SARs) were pro-rated for the length of the performance period served, to be tested in the ordinary course at the end of the performance period.

Appointment of Hussain Baig (COO)

In addition to his contractual fixed remuneration, STI and LTI opportunities disclosed in section 3.3, Hussain Baig was also granted £250,000 worth of Deferred Shares upon appointment as a one-off arrangement. This equity award will vest on 1 September 2024 (50%) and 1 September 2025 (50%) subject to continued employment.

59 | COMPUTERSHARE | ANNUAL REPORT | 2023

8. STATUTORY REMUNERATION DISCLOSURES

Details of the nature and amount of each element of the total remuneration for each executive KMP for the year ended 30 June 2023 are set out in the table below in USD. Where remuneration was paid in anything other than USD, it has been translated at the average exchange rate for the financial year (for example, the FY2023 USD/AUD average rate was 1.48716, the FY2022 USD/AUD average rate was 1.37548).

8.1 REMUNERATION OF EXECUTIVE KMP

Financial Year	Short-term Salaries $ Cash bonuses $	Long-term Other2 $	Post- employment benefits Super- annuation/ pension $	Share-based payments expense Shares $ Performance Rights/ SARs3 $	Other Other5 $	Total $
Executive KMP SJ Irving1,4 2023 1,271,362 888,978 32,986 65,093 796,605 1,133,385 21,789 4,210,198 2022 1,444,967 711,263 43,117 22,248 642,826 1,325,510 34,178 4,224,109
H Baig1,6 2023 46,159 23,118 - - 9,373 - - 78,650 2022 - - - - - - - -
NSR Oldfield1 2023 865,081 530,578 - 35,700 362,961 417,513 2,663 2,214,496 2022 817,348 294,417 - 32,700 210,681 511,245 2,326 1,868,717
Former executive KMP ML McDougall1,7 2023 470,438 136,037 (12,280) 16,261 109,407 208,290 1,907 930,060 2022 512,168 133,534 35,084 17,134 105,765 269,576 2,171 1,075,432
N Sarkar1,8 2023 546,936 427,643 - - 134,803 158,606 1,082 1,269,070 2022 1,032,650 230,230 - - 188,762 466,671 2,406 1,920,719
Total 2023 3,199,976 2,006,354 20,706 117,054 1,413,149 1,917,794 27,441 8,702,474 2022 3,807,133 1,369,444 78,201 72,082 1,148,034 2,573,002 41,081 9,088,977

1 KMP are paid in their local currency. Foreign exchange rate movements can impact the comparison between years in US dollar terms.
2 Other long-term remuneration comprises annual leave and long service leave.
3 Performance Rights expense has been included in the total remuneration on the basis that it is considered probable at the date of this financial report that the performance condition and service condition will be met. In future reporting periods, if the probability requirement regarding the non-market performance condition or the service condition is not met, a credit to remuneration will be included, consistent with the accounting treatment. As part of the 2024 financial year budget process, it was no longer considered probable that the average management EPS ex MI growth performance condition applicable to the performance rights granted on 29 November 2021 would be fully met. On this basis, the accounting expense related to the prior year has been reversed.
4 Computershare provides tax protection for tax obligations that arise during business travel. As a result of SJ Irving’s travel and work in Australia, as required of him by Computershare, a payment of PAYG was made by the Company on his behalf on a loan basis with the understanding that foreign tax credits will be available to prevent double taxation of income. In the UK, upon lodgement of the tax return, the foreign tax credits received are used to repay the loan and residual amounts written off. The related UK and Australian tax charges on the beneficial loan are included in ‘Other’.
5 ‘Other’ includes benefits related to Computershare’s general employee share plan as detailed in note 41 of the financial statements.
6 H Baig was appointed on 15 June 2023.
7 ML McDougall ceased to be a KMP on 15 June 2023.
8 N Sarkar retired on 31 December 2022.

DIRECTORS’ REPORT

8.2 EQUITY REMUNERATION AND SHAREHOLDINGS OF KMP

Shares granted under the DSTI Plan

Set out below is a summary of Shares granted under the DSTI plan and the maximum value of Shares that are expected to vest in the future if the vesting conditions are met:

	Date granted	Number granted	Number vested during the year	Number outstanding end of the year (unvested)	Financial year in which grant may vest	Value at grant date (if granted this year) $	Maximum total value of grant yet to be expensed $	Vested %	Forfeited/ lapsed %
Executive KMP H Baig1 15/06/2023 10,454 - 10,454 FY2025 160,062 154,307 - - 15/06/2023 10,454 - 10,454 FY2026 160,062 156,901 - - FY20233 - - - - 22,661 - -
SJ Irving 27/11/2020 48,629 (48,629) - FY2023 - - 100% - 1/11/2021 55,840 - 55,840 FY2024 - 39,017 - - 31/10/20222 41,453 - 41,453 FY2025 704,377 260,723 - - FY20233 - - - - - 609,015 - -
NSR Oldfield 27/11/2020 9,377 (9,377) - FY2023 - - 100% - 1/11/2021 19,990 - 19,990 FY2024 - 13,968 - - 31/10/20222 17,158 - 17,158 FY2025 291,552 107,917 - - FY20233 - - - - - 363,485 - -
Former KMP ML McDougall4 27/11/2020 5,416 (5,416) - FY2023 - - 100% - 1/11/2021 10,734 - 10,734 FY2024 - N/A - - 31/10/20222 5,791 - 5,791 FY2025 98,402 N/A - - FY20233 - - - - - N/A - -
N Sarkar5 27/11/2020 7,374 (7,374) - FY2023 - - 100% - 1/11/2021 20,952 (20,952) - FY2023 - - 100% - 31/10/20222 9,348 (9,348) - FY2023 158,843 - 100% -

1 H Baig was appointed a member of KMP from 15 June 2023. Fair value at grant date 15 June 2023: AUD22.77
2 Fair value at grant date 31 October 2022: AUD25.27
3 Shares for the deferred portion of the 2023 STI will be granted October/November 2023. The number of shares is based on Computershare’s 5-day VWAP from 16-22 August 2023: AUD24.34. As the grant date fair value cannot be determined at the reporting date, the maximum total value of grant yet to be expensed is estimated based on Computershare’s 5-day VWAP, less the amount expensed during FY2023.
4 ML McDougall ceased to be a KMP from 15 June 2023.
5 Shares granted to N Sarkar vested on 31 December 2022.

Shares granted under the Restricted Equity Plan

Set out below is a summary of Shares granted under the Restricted Equity plan and the maximum value of Shares that are expected to vest in the future if the vesting conditions are met:

	Date granted	Number granted	Number vested during the year	Number outstanding end of the year (unvested)	Financial year in which grant may vest	Value at grant date (if granted this year)2 $	Maximum total value of grant yet to be expensed $	Vested %	Forfeited/ lapsed %
Former KMP ML McDougall1 14/11/2022 3,122 - 3,122 FY2026 54,057 N/A - -

1 ML McDougall ceased to be a KMP from 15 June 2023.
2 Fair value at grant date 14 November 2022: AUD25.75

61 | COMPUTERSHARE | ANNUAL REPORT | 2023

Performance Rights

Performance Rights granted under the LTI plan are for no consideration and carry no dividend or voting rights. Each Performance Right carries an entitlement to one fully paid ordinary share in Computershare Limited. Details of Rights granted under the LTI plan in respect of the financial year FY2023 are set out in the table below and those Rights granted to SJ Irving as Group CEO were granted with approval under ASX Listing Rule 10.14.

Set out below is a summary of Performance Rights granted under the LTI plans.

	Date granted	Number granted	Number vested during the year	Number lapsed during the year	Number outstanding end of the year (unvested)	Financial year in which grant may vest	Value at grant date (if granted this year) $	Maximum total value of grant yet to be expensed $	Vested %	Forfeited /lapsed %
Executive KMP SJ Irving 25/11/2019 190,443 95,221 (95,222) - FY2023 - - 50% 50% 27/11/2020 103,809 - - 103,809 FY2024 - - - - 29/11/2021 181,938 - - 181,938 FY2025 - 660,633 - - 28/11/20221 146,771 - - 146,771 FY2026 2,303,680 1,535,786 - -
NSR Oldfield 25/11/2019 69,420 34,710 (34,710) - FY2023 - - 50% 50% 27/11/2020 37,553 - - 37,553 FY2024 - - - - 29/11/2021 73,776 - - 73,776 FY2025 - 267,888 - - 28/11/20221 52,455 - - 52,455 FY2026 823,320 548,880 - -
Former KMP ML McDougall2 25/11/2019 39,103 19,551 (19,552) - FY2023 - - 50% 50% 27/11/2020 21,186 - - 21,186 FY2024 - - - - 29/11/2021 36,835 - - 36,835 FY2025 - N/A - - 28/11/20221 26,762 - - 26,762 FY2026 420,049 N/A - -
N Sarkar3 25/11/2019 53,504 26,752 (26,752) - FY2023 - - 50% 50% 27/11/2020 38,134 - (6,356) 31,778 FY2024 - - - 17% 29/11/2021 65,562 - (32,781) 32,781 FY2025 - - - 50% 28/11/20221 8,089 - - 8,089 FY2026 126,963 - - -

1 Fair value at grant date in November 2022: TSR – AUD19.01; ROIC – AUD26.23; EPS ex MI – AUD26.23. Approval for this issue was obtained under ASX Listing Rule 10.14.

2 ML McDougall ceased to be a KMP from 15 June 2023.
3 In accordance with the terms and conditions of the LTI plan, 6,356 of the performance rights granted to N Sarkar in FY2021 lapsed following his retirement on 31 December 2022. The remaining 31,778 of the performance rights have not lapsed and will be subject to testing against the relevant performance hurdles at the conclusion of the performance period on 30 June 2023. 32,781 of the performance rights granted in FY2022 lapsed following his retirement. The remaining 32,781 of the performance rights have not lapsed and will be subject to testing against the relevant performance hurdles at the conclusion of the performance period on 30 June 2024. 8,089 performance rights were granted in FY2023 on a pro-rata basis and will be subject to testing against the relevant performance hurdles at the conclusion of the performance period on 30 June 2025.

SARs

SARs granted under the LTI plan are for no consideration and carry no dividend or voting rights. Each SAR carries an entitlement to fully paid ordinary shares in Computershare Limited equivalent to the amount by which the underlying share price has increased since the right was granted.

Set out below is a summary of SARs granted under the FY2021 LTI plan.

	Date granted	Number granted	Number vested during the year	Number lapsed during the year	Number outstanding end of the year (unvested)	Financial year in which grant may vest	Maximum total value of grant yet to be expensed $	Vested %	Forfeited /lapsed %
SJ Irving 27/11/2020 367,406 - - 367,406 FY2024 - - -
NSR Oldfield 27/11/2020 132,912 - - 132,912 FY2024 - - -
ML McDougall1 27/11/2020 74,983 - - 74,983 FY2024 - - -
N Sarkar2 27/11/2020 134,967 - (22,494) 112,473 FY2024 - - 17%

1 ML McDougall ceased to be a KMP on 15 June 2023. His shareholding balance is shown at this date.
2 In accordance with the terms and conditions of the LTI plan, 22,494 of the share appreciation rights granted to N Sarkar in FY2021 lapsed following his retirement on 31 December 2022. The remaining 112,473 of the share appreciation rights have not lapsed and will be subject to testing against the relevant conditions at the conclusion of the performance period on 30 June 2023.

DIRECTORS’ REPORT

Shareholdings of KMP

The number of ordinary shares in Computershare Limited held during the financial year by each Director and the other named KMP, including details of Shares granted as remuneration during the current financial year and ordinary shares provided as the result of the exercise of remuneration options during the current financial year, are included in the table below.

	Balance at beginning of the year	Vested under DSTI plan	On exercise of SARs/ Performance Rights	On market purchases/ (sales)	Vested Other share plans1	Other	Balance at end of the year
Non-executive Directors PJ Reynolds 8,000 - - 16,000 - - 24,000
AP Cleland 14,320 - - 351 - - 14,671
TL Fuller 16,148 - - - - - 16,148
LM Gay 21,939 - - - - - 21,939
SD Jones2 51,917 - - - - (51,917) -
J Nendick 13,141 - - - - - 13,141
JM Velli 17,000 - - - - - 17,000
Executive KMP SJ Irving 171,396 48,629 95,221 (238,506) - - 76,740
NSR Oldfield 77,618 9,377 34,710 (41,422) 377 - 80,660
H Baig3 - - - - - - -
ML McDougall4 3,817 5,416 19,551 (24,967) 1,232 (5,049) -
N Sarkar5 45,984 37,674 26,752 (34,126) 1,935 (78,219) -

1 Vested Other share plans include shares vested related to Computershare’s general employee share plan as detailed in note 41.
2 SD Jones retired effective 10 November 2022. His shareholding balance is from the beginning of the year to the date he ceased being a Director. His final shareholding is disclosed in the Other column.
3 H Baig was appointed as COO on 15 June 2023.
4 ML McDougall ceased to be a KMP on 15 June 2023. His final shareholding balance is disclosed in the Other column at this date.
5 N Sarkar ceased employment on 31 December 2022. His final shareholding balance is disclosed in the Other column at this date.

Proportions of fixed and performance-related remuneration

The percentage value of total remuneration relating to the current financial year received by executive KMP that consists of fixed and performance-related remuneration is outlined below. NEDs do not receive any performance-related remuneration.

	% of fixed/ non-performance related remuneration	% of total remuneration received as cash bonus (CSTI)	% of remuneration received as equity bonus (DSTI)	% of total remuneration received as Performance Rights/SARs1
SJ Irving 31.41% 20.07% 17.98% 30.54%
NSR Oldfield 39.23% 23.03% 15.76% 21.98%
H Baig 58.69% 29.39% 11.92% -
ML McDougall 48.88% 13.96% 11.23% 25.93%
N Sarkar 40.66% 31.72% 10.00% 17.62%

1 Excludes the performance rights reversal in the year ended 30 June 2023.

63 | COMPUTERSHARE | ANNUAL REPORT | 2023

8.3 OTHER

Loans and other transactions with Directors and executives

As a result of SJ Irving’s travel and work in Australia, a PAYG tax obligation arises in Australia. The Company provides tax protection for tax obligations that arise during business travel and a payment of PAYG is made on his behalf on a loan basis with the understanding that foreign tax credits will be available to prevent double taxation of income. In the UK, upon lodgement of his tax returns, foreign tax credits are applied to repay the loan and residual amounts due on the loan are written off. Details of the PAYG loan are set out below.

loan are set out below.
	Balance 1 July 2022	Interest paid or payable for the year	Interest not charged	Amounts written off	Balance 30 June 2023	Highest balance in period
SJ Irving 226,956 - 7,563 - 290,337 290,337

As a matter of Board approved policy, the Group maintains a register of all transactions between Directors and the consolidated entity. It is established practice for any Director to excuse himself or herself from discussion and voting upon any transaction in which that Director has an interest. The consolidated entity has a Board approved ethics policy governing many aspects of workplace conduct, including management and disclosure of conflicts of interest.

Derivative instruments

As per Corporations Act 2001 , Section 206J, Computershare’s policy forbids KMP to deal in derivatives designed as a hedge against exposure to unvested Shares and vested Shares that are still subject to a disposal restriction in Computershare Limited.

End of the Remuneration Report.

Shares under option

Unissued ordinary shares in Computershare Limited under Performance Rights and SARs at the date of this report are as follows:

Date granted	Financial year of expiry	Number of Rights
Performance Rights
29/11/2021 2025 667,099
28/11/2022 2026 506,929
SARs
27/11/2020 2024 547,438

AUDITOR

PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001 .

Auditor’s independence declaration

A copy of the auditor’s signed independence declaration as required under section 307C of the Corporations Act 2001 is provided immediately after this report.

Non-audit services

The Group may decide to employ its auditor, PricewaterhouseCoopers, on assignments in addition to their statutory audit duties where the auditor’s expertise and experience with the Group are important.

The Board is satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and internal guidelines. Further details regarding the Board’s internal policy for engaging PricewaterhouseCoopers for non-audit services are set out in the Corporate Governance Statement.

The Directors are satisfied that the provision of non-audit services by PricewaterhouseCoopers, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

No services were provided by PricewaterhouseCoopers that are prohibited by policy (the policy lists services that cannot be undertaken).
None of the services provided undermine the general principles relating to auditor’s independence, including reviewing or auditing the auditor’s own work, acting in a management capacity or a decision-making capacity for the Group, acting as an advocate for the Group or jointly sharing economic risks and rewards.

DIRECTORS’ REPORT

During the year, the following amounts were incurred in relation to services provided by PricewaterhouseCoopers and its network firms.

	2023 $000	2022 $000
Assurance services: Auditing or review of financial statements - PricewaterhouseCoopers Australia 1,500 1,347 - Network firms of PricewaterhouseCoopers Australia 4,364 3,961
5,864 5,308
Regulatory assurance and other required engagements by local regulations - PricewaterhouseCoopers Australia 40 37 - Network firms of PricewaterhouseCoopers Australia 2,993 2,662
3,033 2,699
Assurance services required by Computershare’s clients’ financial statement (statutory) auditors - PricewaterhouseCoopers Australia 440 357 - Network firms of PricewaterhouseCoopers Australia 2,482 2,149
2,922 2,506
Other assurance related services - PricewaterhouseCoopers Australia - 125 - Network firms of PricewaterhouseCoopers Australia 22 50
22 175
Other non-assurance services: Taxation compliance services - Network firms of PricewaterhouseCoopers Australia 188 231
188 231
Total Auditor’s Remuneration 12,029 10,919

ROUNDING OF AMOUNTS

The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class order to the nearest thousand dollars unless specifically stated to be otherwise.

Signed in accordance with a resolution of the Directors.

PJ Reynolds Chair

29 September 2023

65 | COMPUTERSHARE | ANNUAL REPORT | 2023

AUDITOR’S INDEPENDENCE DECLARATION

==> picture [67 x 49] intentionally omitted <==

Auditor’s Independence Declaration

As lead auditor for the audit of Computershare Limited for the year ended 30 June 2023, I declare that to the best of my knowledge and belief, there have been:

(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Computershare Limited and the entities it controlled during the period.

==> picture [92 x 27] intentionally omitted <==

Marcus Laithwaite Melbourne

Partner 29 September 2023 PricewaterhouseCoopers

PricewaterhouseCoopers, ABN 52 780 433 757

2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999

Liability limited by a scheme approved under Professional Standards Legislation.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 June 2023		2023	20221
	Note	$000	$000
Revenue from continuing operations
Sales revenue	2	3,166,729	2,562,059
Dividends received		4,770	500
Interest received	2	29,346	2,494
Total revenue from continuing operations		3,200,845	2,565,053
Other income	2	21,691	51,435
Expenses
Direct services		2,030,767	1,874,932
Technology costs		384,318	324,683
Corporate services		56,216	47,930
Finance costs	3	133,839	60,045
Total expenses		2,605,140	2,307,590
Share of net profit/(loss) of associates and joint ventures accounted for using the equity method	32	295	545
Profit before related income tax expense		617,691	309,443
Income tax expense/(credit)	6	172,973	81,663
Profit for the year		444,718	227,780
Other comprehensive income that may be reclassified to profit or loss
Cash flow hedges and cost of hedging		(239,526)	(70,011)
Exchange differences on translation of foreign operations		(35,921)	(62,075)
Income tax relating to components of other comprehensive income1	6	73,852	(15,121)
Total other comprehensive income/(loss) for the year, net of tax		(201,595)	(147,207)
Total comprehensive income for the year		243,123	80,573
Profit for the year attributable to:
Members of Computershare Limited		444,744	227,659
Non-controlling interests		(26)	121
		444,718	227,780
Total comprehensive income for the year attributable to:
Members of Computershare Limited		243,511	80,814
Non-controlling interests		(388)	(241)
		243,123	80,573
Basic earnings per share (cents per share)	4	73.67 cents	37.71 cents
Diluted earnings per share (cents per share)	4	73.50 cents	37.62 cents

1 The 30 June 2022 amount of income tax relating to components of other comprehensive income has been restated, please refer to Note 29 Reserves for further information.

The above consolidated statement of comprehensive income is presented in United States dollars and should be read in conjunction with the accompanying notes.

67 | COMPUTERSHARE | ANNUAL REPORT | 2023

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 30 June 2023


as at 30 June 2023	Note	2023 $000	20221 $000
CURRENT ASSETS Cash and cash equivalents 7 1,141,695 1,000,817 Other financial assets 18 98,973 84,122 Receivables 16 519,415 481,181 Loan servicing advances 17 318,727 296,118 Financial assets at fair value through profit or loss 14 10,226 8,188 Inventories 19 6,310 5,263 Current tax assets 9,303 7,130 Prepayments 59,332 43,470 Assets classified as held for sale 9 - 78,763 Other current assets 20 9,464 2,853
Total current assets 2,173,445 2,007,905
NON-CURRENT ASSETS Receivables 16 93,296 171 Investments accounted for using the equity method 32 8,344 8,380 Financial assets at fair value through profit or loss 14 54,115 61,807 Property, plant and equipment 21 140,266 134,207 Right-of-use assets 22 145,699 170,721 Deferred tax assets1 6 238,575 137,752 Intangibles 10 3,291,996 3,536,727 Other non-current assets 20 649 630
Total non-current assets 3,972,940 4,050,395
Total assets 6,146,385 6,058,300
CURRENT LIABILITIES Payables 23 544,242 543,669 Borrowings 15 593,864 559,331 Lease liabilities 22 35,934 40,703 Current tax liabilities 37,025 24,663 Financial liabilities at fair value through profit or loss 14 6,558 5,135 Provisions 24 43,616 37,601 Deferred consideration 25 1,084 651 Mortgage servicing related liabilities 26 30,042 34,460 Liabilities classified as held for sale 9 - 23,897
Total current liabilities 1,292,365 1,270,110
NON-CURRENT LIABILITIES Payables 23 19,130 38,899 Borrowings 15 1,764,003 1,843,020 Lease liabilities 22 140,213 162,145 Financial liabilities at fair value through profit or loss 14 469,748 230,831 Deferred tax liabilities 6 227,469 232,033 Provisions 24 23,377 23,147 Deferred consideration 25 - 975 Mortgage servicingrelated liabilities 26 69,098 97,734
Total non-current liabilities 2,713,038 2,628,784
Total liabilities 4,005,403 3,898,894
Net assets 2,140,982 2,159,406
EQUITY Contributed equity 28 519,299 519,299 Reserves1 29 (357,335) (138,090) Retained earnings 30 1,977,976 1,776,767
Total parent entity interest 27 2,139,940 2,157,976 Non-controllinginterests 27 1,042 1,430
Total equity 2,140,982 2,159,406

1 The 30 June 2022 deferred tax assets and reserves balances have been restated, please refer to Note 29 Reserves for further information.

The above consolidated statement of financial position is presented in United States dollars and should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 30 June 2023

for the year ended 30 June 2023
	Note	Attributable to members of Computershare Limited Contributed Equity $000 Reserves $000 Retained Earnings $000 Total $000	Non- controlling Interests $000	Total Equity $000
Total equity at 1 July 2022 519,299 (138,090) 1,776,767 2,157,976 1,430 2,159,406 Profit for the year - - 444,744 444,744 (26) 444,718 Cash flow hedges and cost of hedging - (239,526) - (239,526) - (239,526) Exchange differences on translation of foreign operations - (35,559) - (35,559) (362) (35,921) Income tax (expense)/credits 6 - 73,852 - 73,852 - 73,852
Total comprehensive income for the year - (201,233) 444,744 243,511 (388) 243,123
Transactions with owners in their capacity as owners: Dividends provided for or paid 30 - - (243,535) (243,535) - (243,535) Cash purchase of shares on market - (49,433) - (49,433) - (49,433) Share based remuneration - 31,421 - 31,421 - 31,421
Balance at 30 June 2023 519,299 (357,335) 1,977,976 2,139,940 1,042 2,140,982
Total equity at 1 July 20211 519,299 6,337 1,755,361 2,280,997 1,938 2,282,935 Profit for the year - - 227,659 227,659 121 227,780 Cash flow hedges and cost of hedging - (70,011) - (70,011) - (70,011) Exchange differences on translation of foreign operations - (61,713) - (61,713) (362) (62,075) Income tax (expense)/credits2 6 - (15,121) - (15,121) - (15,121)
Total comprehensive income for the year - (146,845) 227,659 80,814 (241) 80,573
Transactions with owners in their capacity as owners: Dividends provided for or paid 30 - - (206,253) (206,253) (267) (206,520) Cash purchase of shares on market - (23,698) - (23,698) - (23,698) Share based remuneration - 26,116 - 26,116 - 26,116
Balance at 30 June 2022 519,299 (138,090) 1,776,767 2,157,976 1,430 2,159,406

1 The July 2021 opening equity balance was restated to reflect a correction of an immaterial error impacting prior periods which included the recognition of an additional share-based payment expense of $13.4 million in retained earnings and share-based payment reserve, as well as associated tax benefit of $3.3 million in retained earnings.

2 The 30 June 2022 deferred tax asset and the tax impact related to foreign currency translation reserve balance have been restated by $38.4 million as an incorrect tax base was used in determining a temporary difference associated with instruments used in a net investment hedge.

The above consolidated statement of changes in equity is presented in United States dollars and should be read in conjunction with the accompanying notes.

69 | COMPUTERSHARE | ANNUAL REPORT | 2023

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 30 June 2023

	Note	2023 $000	2022 $000
CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers 3,177,472 2,586,419 Payments to suppliers and employees (2,263,313) (1,993,642) Loan servicing advances (net) (22,611) 56,147 Dividends received from associates, joint ventures and equity securities 4,770 657 Interest paid and other finance costs (143,654) (81,323) Interest received 29,346 2,494 Income taxes paid (181,012) (76,217)
Net operating cash flows 7(b) 600,998 494,535
CASH FLOWS FROM INVESTING ACTIVITIES Payments for purchase of controlled entities and businesses (net of cash acquired) (9,628) (730,590) Proceeds from sale of controlled entities (net of cash disposed) 42,344 - Proceeds from/(payments for) intangible assets including MSRs (70,708) (65,670) Proceeds from sale of associate - 15,850 Proceeds from/(payments for) investments 4,221 (22,927) Payments for property, plant and equipment (41,891) (42,803)
Net investing cash flows (75,662) (846,140)
CASH FLOWS FROM FINANCING ACTIVITIES Payment for purchase of ordinary shares – share-based awards (49,497) (23,698) Proceeds from borrowings 714,134 1,426,761 Repayment of borrowings (783,012) (513,203) Loan servicing borrowings (net) (5,062) (28,157) Dividends paid – ordinary shares (net of dividend reinvestment plan) (213,809) (188,686) Purchase of ordinary shares – dividend reinvestment plan (29,727) (17,567) Dividends paid to non-controlling interests in controlled entities - (267) Lease principal payments (43,699) (50,261)
Net financing cash flows (410,672) 604,922
Net increase/(decrease) in cash and cash equivalents held 114,664 253,317 Cash and cash equivalents at the beginning of the financial year 1,030,765 816,810 Exchange rate variations on foreign cash balances (3,734) (39,362)
Cash and cash equivalents at the end of the year1 1,141,695 1,030,765

1 Cash and cash equivalents at 30 June 2023 includes nil cash (30 June 2022: $29.9 million) presented in the assets classified as held for sale line item in the consolidated statement of financial position.

The above consolidated cash flow statement is presented in United States dollars and should be read in conjunction with the accompanying notes.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Basis of preparation

Results and key balances

Revenue and other income
Expenses
Earnings per share
Segment information
Income tax expense and balances
Notes to the consolidated cash flow statement
Business combinations
Assets and Liabilities classified as held for sale
Intangible assets
Impairment

Financial risk management

Hedge accounting
Financial risk management
Financial assets and liabilities at fair value through profit or loss
Borrowings

Other balance sheet items

Receivables
Loan servicing advances
Other financial assets
Inventories
Other assets
Property, plant and equipment
Leases
Payables
Provisions
Deferred consideration
Mortgage servicing related liabilities

Equity

Interests in equity
Contributed equity
Reserves
Retained earnings and dividends

Group structure

Details of controlled entities
Investments in associates and joint ventures
Deed of cross guarantee
Parent entity financial information

Unrecognised items

Contingent liabilities
Commitments
Capital expenditure commitments
Significant events after year end

Other disclosures

Related party disclosures
Key management personnel disclosures
Employee and executive benefits
Remuneration of auditors

71 | COMPUTERSHARE | ANNUAL REPORT | 2023

1. BASIS OF PREPARATION

The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The financial report is for the consolidated entity consisting of Computershare Limited and its controlled entities, referred to collectively throughout these financial statements as the “consolidated entity”, “the Group” or “Computershare”.

Basis of preparation of full year financial report

This general purpose financial report for the reporting period ended 30 June 2023 has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 . Computershare Limited is a for-profit entity for the purpose of preparing financial statements.

This report is to be read in conjunction with any public announcements made by Computershare Limited during the reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and Australian Securities Exchange Listing Rules.

Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period.

Compliance with IFRS

The financial statements of Computershare Limited and its controlled entities also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Historical cost convention

The financial statements have been prepared under the historical cost convention except for certain financial assets and liabilities (including derivative instruments) measured at fair value through profit or loss.

Principles of consolidation

The consolidated financial statements include the assets and liabilities of the parent entity, Computershare Limited, and its controlled entities.

All intercompany balances and transactions have been eliminated. Where an entity either began or ceased to be controlled during the year, the results are consolidated only from the date control commenced or up to the date control ceased.

Financial statements of foreign controlled entities, associates and joint ventures presented in accordance with overseas accounting principles are, for consolidation purposes, adjusted to comply with Group policy and Australian Accounting Standards.

Controlled entities

Controlled entities are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Controlled entities are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The acquisition method of accounting is used to account for the acquisition of controlled entities by the Group.

Investments in associated entities

Associates are all entities over which the Group has significant influence but not control or joint control. This generally accompanies a shareholding of between 20% and 50% of the voting rights. Interests in associates are accounted for using the equity method.

Investments in joint ventures

Joint ventures are arrangements where Computershare has joint control with another party over that arrangement and each party has rights to the net assets of that arrangement. Joint control is the agreed sharing of control, which exists when decisions about relevant activities require unanimous consent of parties sharing control. Interests in joint ventures are accounted for using the equity method.

Changes in ownership interests

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the controlled entity. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of the parent entity.

Foreign currency

Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in US dollars as a significant portion of the Group’s activity is denominated in US dollars.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Transactions and balances

Foreign currency transactions are converted to US dollars at exchange rates approximating those in effect at the date of each transaction. Amounts payable and receivable in foreign currencies at balance date are converted to US dollars at the average of the buy and sell rates available on the close of business at balance date. Revaluation gains and losses are brought to account as they occur.

Exchange differences relating to monetary items are included in profit or loss, as exchange gains or losses, in the period when the exchange rates change, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Group companies

The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

› Assets and liabilities for each presented statement of financial position are translated at the closing rate at the date of that statement
› Income and expenses for each statement of comprehensive income are translated at average exchange rates
› All resulting exchange differences are recognised in other comprehensive income

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are recognised in other comprehensive income and reflected in equity.

Goodwill and fair value adjustments arising on acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing rate.

Key estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The significant estimates and assumptions made in the current financial year are set out in the relevant notes:

relevant notes:
Note	Key accounting estimates andjudgements
6 Provision for income tax 6 Deferred tax assets 8 Accounting for business combinations 10 Intangibles – mortgage servicing rights 11 Impairment 14 Financial assets and liabilities at fair value through profit or loss 16 Other receivable – contingent consideration on disposal of KCC business

Rounding of amounts

The consolidated entity is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the financial report. In accordance with this instrument, amounts in the financial report have been rounded off to the nearest thousand dollars, or in certain cases, the nearest dollar.

New and amended accounting standards and interpretations

There were no new or amended accounting standards or interpretations adopted during the period that had a material impact on the Group.

Future accounting developments

In May 2023, the IASB issued ‘International Tax Reform—Pillar Two Model Rules’, which amended IAS 12 Income Taxes. The amendments provide temporary relief from accounting for deferred taxes arising from the Organisation for Economic Co-operation and Development’s (OECD) international tax reform (“the reform”), which required large multinational companies to be subject to a minimum 15% tax rate (global minimum tax). The amendment to IAS 12 introduces targeted disclosure requirements, to help investors better understand a company’s exposure to income taxes arising from the reform, effective for the financial year ended 30 June 2024. The Group is subject to the Pillar Two Global Anti-Base Erosion Rules (GloBE) Rules (global minimum tax) and has applied the temporary exception to the accounting for deferred taxes arising from the implementation of these rules. The Group is assessing the impact on its financial statements for the next financial year.

73 | COMPUTERSHARE | ANNUAL REPORT | 2023

In February 2021, the IASB amended IAS 1 ‘Presentation of Financial Statements’ to require entities to disclose their material accounting policy information rather than their significant accounting policies. The amendments define what is ‘material accounting policy information’ and explain how to identify when accounting policy information is material. They further clarify that immaterial accounting policy information does not need to be disclosed. The amendments are effective for the financial year ended 30 June 2024. The amendments are not expected to have a material impact on the Group’s financial statements.

On October 31, 2022, the IASB published ‘Non-current Liabilities with Covenants (Amendments to IAS 1)’ to clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendments are effective for the financial year ended 30 June 2025. The amendments are not expected to have a material impact on the Group’s financial statements.

There are no new standards or amendments to existing standards that are not yet effective which are expected to have a material impact on the Group’s financial statements.

2. REVENUE AND OTHER INCOME

2. REVENUE AND OTHER INCOME
	2023 $000	2022 $000
Sales revenue Revenue from contracts with customers 3,166,729 2,562,059 Dividends received 4,770 500 Interest received 29,346 2,494
Total revenue from continuing operations 3,200,845 2,565,053
Other income Gains on MSR related transactions 10,730 25,850 Gain on disposal of CMC Funding, Inc. 1,553 - Gain on disposal of Milestone Group1Pty Ltd 4,074 16,427 Gain on disposal of Private Capital Solutions client accounts 190 2,090 Rent received 1,335 1,007 Other 3,809 6,061
Total other income 21,691 51,435

Sales revenue

Revenue is recognised in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the provider of the goods or services expects to be entitled. This involves following a five-step model of revenue recognition:

› Identifying the contract with a customer
› Identifying performance obligations under the contract
› Determining the transaction price
› Allocating the transaction price to performance obligations under the contract
› Recognising revenue when Computershare satisfies its performance obligations

Integrated services

Integrated services customer contracts for registry maintenance, employee plans management, trust management, loan services and some recurring contracts in communication services include an obligation to perform an unspecified number of tasks to provide an integrated service over the contract period, where Computershare is compensated over the contract term whether or not any specific activities are required to be performed. In these situations, the Group has a stand-ready obligation to perform any of the tasks constituting the integrated service whenever needed, which is considered one performance obligation.

Typically, the consideration that Computershare is entitled to for satisfying performance obligations can vary in line with underlying measures, such as the number of shareholders or participants in an employee share plan. For the purposes of recording revenue, the Group estimates the amount of variable consideration it is entitled to, only to the extent that it is highly probable that a significant reversal in the cumulative amount of revenue recognised will not occur.

In some instances, particularly for smaller clients, consideration may be fixed. This fixed consideration is recognised as revenue over the contract term by measuring progress towards complete satisfaction of the underlying performance obligation, which is generally on a straight-line basis. Revenue for provision of shareholder meetings (considered a separate performance obligation) is recognised at a point in time when the meeting service has been provided.

The Group sometimes provides services on an ad-hoc basis over the contract period, where those services do not form a part of a stand-ready obligation (e.g., property valuations). Each of these individual tasks is classified as a separate performance obligation and the allocated fee is recognised once that performance obligation has been completed.

1 FY 23 Relates to remeasurement of contingent consideration on disposal of Milestone Group Pty Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Corporate actions, stakeholder relationship management, class actions

For corporate actions, stakeholder relationship management, class actions, bankruptcy administration and some communication services contracts, each customer contract is a separate performance obligation and revenue related to these contracts is typically variable. For contracts that qualify for over time revenue recognition, revenue is recognised in line with contractual charging arrangements for variable fees as they reflect the transfer of benefit to the customer.

Margin income

Margin income is part of variable consideration related to customer contracts and is recognised when it becomes receivable.

Upfront fees

Where work reflected by the upfront fees charged to clients is classified as a fulfilment activity, the associated revenue is recognised straight line over the relevant contract term. In those instances where the upfront fees represent a separate performance obligation, the associated revenue is recognised at a point in time when that performance obligation is satisfied.

Discounts and rebates

Where a contract includes a variable amount, the consolidated entity determines the transaction price with regard to any variable consideration it is entitled to. The estimated consideration can sometimes vary due to discounts and rebates. Accumulated experience is used to estimate the highly probable amount of variable consideration to be recognised.

Interest and dividend income

Interest income on deposits is recognised using the effective interest method. Dividends are recognised as revenue when the right to receive payment is established.

3. EXPENSES

Profit before tax includes the following specific expenses:

	2023 $000	2022 $000
Depreciation and amortisation Depreciation of property, plant and equipment 35,835 28,485 Depreciation of right-of-use assets 40,053 42,516
Total depreciation 75,888 71,001 Amortisation of intangible assets 237,178 237,547 Amortisation of mortgage servicing related liabilities (33,054) (34,528)
Total amortisation (net) 204,124 203,019
Total depreciation and amortisation 280,012 274,020
Finance costs Interest expense Borrowings and derivatives 122,400 44,978 Lease liabilities 6,403 7,825 Other 648 2,456 Loan facility fees and other borrowing expenses 4,388 4,786
Total finance costs 133,839 60,045
Other operating expense items Technology spending – research and development 142,213 118,380 Employee entitlements (excluding superannuation and other pension) expense 1,249,228 1,128,550 Superannuation and other pension expenses 58,947 55,247
Profit before tax includes the following individually significant expenses. Further information is included in note 4. Individually significant items Acquisition related integration expenses 106,383 61,522 Acquisition and disposal related expenses 6,679 16,310 Loss on disposal of KCC business 13,643 - Impairment of assets 25,164 1,069

75 | COMPUTERSHARE | ANNUAL REPORT | 2023

Depreciation and amortisation

Refer to notes 10, 21, 22 and 26 for further details on depreciation and amortisation.

Finance costs

Finance costs are recognised as an expense when they are incurred.

Technology spending – research and development

These are operating expenses incurred on research and development activities.

Employee entitlements

Employee entitlements include salaries and wages, leave entitlements, incentives and share-based payment awards. The Group’s accounting policy for liabilities associated with employee benefits is set out in note 24. The policy relating to share-based payments is set out in note 41.

Superannuation and other pension expenses

The Group makes contributions to various defined contribution superannuation and pension plans. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as expenses when they become payable.

4. EARNINGS PER SHARE

4. EARNINGS PER SHARE
Year ended 30 June 2023	Basic EPS	Diluted EPS	Management Basic EPS	Management Diluted EPS
Earnings per share (cents per share) 73.67 cents 73.50 cents 108.01 cents 107.76 cents
Reconciliation of earnings	$000	$000	$000	$000
Profit for the year 444,718 444,718 444,718 444,718 Non-controlling interest (profit)/loss 26 26 26 26 Add back management adjustment items (see below) - - 207,320 207,320
Net profit attributable to the members of Computershare Limited 444,744 444,744 652,064 652,064
Weighted average number of ordinary shares used as denominator in calculating earnings per share 603,729,336 605,099,739 603,729,336 605,099,739
Year ended 30 June 2022	Basic EPS	Diluted EPS	Management Basic EPS	Management Diluted EPS
Earnings per share (cents per share) 37.71 cents 37.62 cents 57.95 cents 57.81 cents Reconciliation of earnings $000 $000 $000 $000
Profit for the year 227,780 227,780 227,780 227,780 Non-controlling interest (profit)/loss (121) (121) (121) (121) Add back management adjustment items (see below) - - 122,212 122,212
Net profit attributable to the members of Computershare Limited 227,659 227,659 349,871 349,871
Weighted average number of ordinary shares used as denominator in calculating earnings per share 603,729,336 605,218,571 603,729,336 605,218,571

Reconciliation of weighted average number of shares used as the denominator:

	2023 Number	2022 Number
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 603,729,336 603,729,336 Adjustments for calculation of diluted earnings per share: Share appreciation rights 549,955 590,415 Performance rights 820,448 898,820
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 605,099,739 605,218,571

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Calculation of earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing profit attributable to members of Computershare Limited by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share

Diluted earnings per share is calculated by dividing the profit attributable to members of Computershare Limited by the weighted average number of ordinary shares outstanding during the financial year, adjusted for the effects of dilutive potential ordinary shares in the employee Long-Term Incentive Plan (see note 41b).

No employee performance rights or share appreciation rights have been issued since year end.

Management basic earnings per share

Management basic earnings per share exclude certain items. Management adjusted results are used, along with other measures, to assess operating business performance. The Group believes that exclusion of certain items provides better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance. The net profit used in the management earnings per share calculation is adjusted for management adjustment items net of tax.

Management adjustment items

For the year ended 30 June 2023 management adjustment items include the following:

Management adjustment items For the year ended 30 June 2023 management adjustment items include the following:
	Gross $000	Tax effect $000	Net of tax $000
Amortisation Amortisation of intangible assets (96,205) 25,535 (70,670) Acquisitions and disposals Acquisition related integration expenses (106,383) 27,801 (78,582) Acquisition and disposal related expenses (6,679) 1,766 (4,913) Loss on disposal of KCC (13,643) 7,228 (6,415) Gain on other disposals 1,742 (253) 1,489 Contingent consideration remeasurement 4,074 (1,222) 2,852 Other Major restructuring costs (39,742) 10,466 (29,276) Marked to market adjustments – derivatives 1,001 (307) 694 Impairment of assets (25,164) 2,665 (22,499)
Total management adjustment items (280,999) 73,679 (207,320)

Management adjustment items net of tax for the year ended 30 June 2023 were as follows:

Amortisation

› Customer relationships and most of other intangible assets that are recognised on business combinations or major asset acquisitions are amortised over their useful life in the statutory results but excluded from management earnings. The amortisation of these intangibles in the year ended 30 June 2023 was $70.7 million. Amortisation of mortgage servicing rights, certain acquired software as well as intangibles purchased outside of business combinations is included as a charge against management earnings.

Acquisitions and disposals

› Acquisition-related integration expenses are associated mainly with the integration of the Corporate Trust business ($57.8 million), associated mainly with the integration of the Computershare Corporate Trust (CCT) business acquired on the 1st November 2021[1] , and the ongoing integration of Equatex including a rollout of the acquired software ($20.8 million).
› Disposal of the KCC business resulted in a net loss of ($6.4 million).
› Disposals of the smaller CMC Funding, Inc. entity in the US and the Private Capital Solutions business in Canada gave rise to a gain after tax of $1.5 million.
› A true-up of contingent consideration receivable for last year’s disposal of Milestone Group Pty Ltd resulted in an after-tax gain of $2.9 million.

1 The CCT business does not include the legacy Corporate Trust operations in Canada & the US.

77 | COMPUTERSHARE | ANNUAL REPORT | 2023

Other

› Costs of $29.3 million were incurred in respect of major restructuring programmes spanning several years such as the Finance and People transformation, US and UK mortgage services cost-out programmes and continued property rationalisation.
› Revaluation of derivatives that have not received hedge designation or the ineffective portion of derivatives in hedge relationships is taken to profit or loss in the statutory results. The impact in the current reporting period was a gain of $0.7 million.
› An impairment charge of $12.6 million after tax was incurred to write off PPE and intangible balances related to UK mortgage services, as they were not supported by the expected future cashflows of the businesses. Similarly, the remaining goodwill balance associated with Computershare’s Voucher Services business was fully written off in the reporting period resulting in a charge of $9.9 million, as the remaining forecast cash flows continued to run off.

For the year ended 30 June 2022 management adjustment items were as follows:

For the year ended 30 June 2022 management adjustment items were as follows:
	Gross $000	Tax effect $000	Net of tax $000
Amortisation Amortisation of intangible assets (84,872) 21,491 (63,381) Acquisitions and disposals Acquisition related integration expenses (61,522) 14,689 (46,833) Acquisition and disposal related expenses (16,310) 4,110 (12,200) Gain on disposals 18,516 (4,586) 13,930 Other Major restructuring costs (16,966) 3,830 (13,136) Marked to market adjustments – derivatives 621 (144) 477 Voucher Services impairment (1,069) - (1,069)
Total management adjustment items (161,602) 39,390 (122,212)

5. SEGMENT INFORMATION

In accordance with AASB 8 Operating Segments , the Group has identified its operating segments to be the following global business lines:

a. Issuer Services
b. Mortgage Services & Property Rental Services
c. Employee Share Plans & Voucher Services
d. Business Services
e. Communication Services & Utilities
f. Computershare Corporate Trust
g. Technology Services

Issuer Services comprise register maintenance, corporate actions, stakeholder relationship management and corporate governance and related services. Mortgage Services & Property Rental Services comprise mortgage servicing and related activities, together with tenancy deposit protection services in the UK. Employee Share Plans & Voucher Services comprise the provision of administration and related services for employee share and option plans, together with Childcare Voucher administration in the UK. Business Services comprises the provision of bankruptcy and class actions administration services and the legacy corporate trust operations in Canada and the US. Communication Services and Utilities operations comprise document composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery. Computershare Corporate Trust comprises trust and agency services in connection with the administration of debt securities in the US. Technology Services comprise the provision of software specialising in share registry and financial services.

There is a corporate function which includes entities whose main purpose is to hold intercompany investments and conduct financing activities. It is not considered an operating segment and includes activities that are not allocated to other operating segments.

The operating segments presented reflect the manner in which the Group is internally managed and the financial information reported to the chief operating decision maker (CEO). The Group has determined the operating segments based on the reports reviewed by the CEO that are used to make strategic decisions and assess performance. The key segment performance measure is based on management adjusted earnings before interest and tax (management adjusted EBIT).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

OPERATING SEGMENTS

OPERATING SEGMENTS
	Issuer Services $000	Employee Share Plans & Voucher Services $000	Communi- cation Services & Utilities $000	Mortgage Services & Property Rental Services $000	Business Services1 $000	Computer- share Corporate Trust $000	Technology Services $000	Total $000
30 June 2023 Total segment revenue and other income 1,119,447 356,701 318,963 549,032 207,458 869,164 254,149 3,674,914 Intersegment revenue (29,214) (4,961) (152,105) (200) (1,312) (21,286) (253,885) (462,963)
External revenue and other income 1,090,233 351,740 166,858 548,832 206,146 847,878 264 3,211,951
Revenue by geography: Asia 75,670 43,166 - - - - (5) 118,831 Australia & New Zealand 118,388 13,061 73,866 - - - 19 205,334 Canada 104,959 17,942 9,666 - 94,070 - 218 226,855 Continental Europe 58,491 6,880 25,181 - - - - 90,552 UK, Channel Islands, Ireland & Africa 132,253 212,124 9,330 145,262 3,850 - 32 502,851 United States 600,472 58,567 48,815 403,570 108,226 847,878 - 2,067,528
1,090,233 351,740 166,858 548,832 206,146 847,878 264 3,211,951
Management adjusted EBIT 373,186 102,507 20,394 23,924 89,445 441,620 (7,098) 1,043,978
June 2022 Total segment revenue and other income 1,009,403 341,846 349,339 587,217 170,578 335,951 238,538 3,032,872 Intersegment revenue (29,902) (1,814) (168,784) - (1,295) - (238,519) (440,314)
External revenue and other income 979,501 340,032 180,555 587,217 169,283 335,951 19 2,592,558
Revenue by geography: Asia 74,660 42,233 - - - - - 116,893 Australia & New Zealand 122,793 13,696 83,450 - - - 19 219,958 Canada 86,407 21,044 14,645 - 70,748 - - 192,844 Continental Europe 54,312 9,094 32,216 - - - - 95,622 UK, Channel Islands, Ireland & Africa 111,184 199,775 8,620 161,143 9,580 - - 490,302 United States 530,145 54,190 41,624 426,074 88,955 335,951 - 1,476,939
979,501 340,032 180,555 587,217 169,283 335,951 19 2,592,558
Management adjusted EBIT 263,654 84,478 29,314 25,168 39,483 86,161 4,216 532,474

1 As a result of the disposal of the KCC business on 1 May 2023, the legacy corporate trust operations in Canada and the US has moved into the “Computershare Corporate Trust” segment and the Business Services segment has been dissolved, from 1 July 2023.

79 | COMPUTERSHARE | ANNUAL REPORT | 2023

Segment revenue

The revenue reported to the CEO is measured in a manner consistent with that of the statement of comprehensive income. Sales between segments are included in the total segment revenue, whereas sales within a segment have been eliminated from segment revenue. Sales between segments are at normal commercial rates and are eliminated on consolidation.

Segment revenue reconciles to total revenue from continuing operations as follows:

	2023 $000	2022 $000
Total operating segment revenue and other income 3,674,914 3,032,872 Intersegment eliminations (462,963) (440,314) Other income (19,834) (32,797) Corporate revenue 8,728 5,292
Total revenue from continuing operations 3,200,845 2,565,053

Management adjusted EBIT

Management adjusted results are used, along with other measures, to assess operating business performance. The Group believes that exclusion of certain items permits a better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance.

A reconciliation of management adjusted EBIT to operating profit before income tax is provided as follows:

Management adjusted EBIT – operating segments	1,043,978	532,474
Management adjusted EBIT – corporate	(11,449)	(1,384)
Management adjusted EBIT	1,032,529	531,090
Management adjustment items (before related income tax effect):
Amortisation of acquisition related intangible assets	(96,205)	(84,872)
Acquisition related integration expenses	(106,383)	(61,522)
Acquisition and disposal related expenses	(6,679)	(16,310)
Major restructuring costs	(39,742)	(16,966)
Gain on disposals	1,742	18,516
Contingent consideration remeasurement	4,074	-
Marked to market adjustments – derivatives	1,001	621
Impairment of assets	(25,164)	(1,069)
Disposal of KCC business (note 7)	(13,643)	-
Total management adjustment items (note 4)	(280,999)	(161,602)
Finance costs	(133,839)	(60,045)
Profit before income tax from continuing operations	617,691	309,443

Geographical Information

Geographical Information
	Geographical allocation of external revenue 2023 $000 2022 $000	Geographical allocation of non-current assets 2023 $000 2022 $000
Australia 196,130 208,964 172,192 186,015 United Kingdom 361,876 342,564 183,502 153,602 United States 2,056,514 1,451,690 2,686,115 2,836,498 Canada 227,022 192,777 143,574 156,104 Hong Kong 118,551 116,659 66,223 65,852 Switzerland 92,636 98,929 357,533 378,673 Other countries 148,116 153,470 71,122 74,094
Total 3,200,845 2,565,053 3,680,261 3,850,838

Revenues are allocated based on the countries in which the entities are located. The parent entity is domiciled in Australia. Revenue from external customers in countries other than Australia amounts to $3,004.7 million (2022:$2,356.1 million).

Non-current assets exclude financial instruments and deferred tax assets and are allocated to countries based on where the assets are located. Non-current assets held in countries other than Australia amount to $3,508.1 million (2022: $3,664.8 million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6. INCOME TAX EXPENSE AND BALANCES

The income tax expense represents tax on the pre-tax accounting profit adjusted for income and expenses never to be assessed or allowed for taxation purposes. This is also adjusted for changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements and unused tax losses. The income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period.

Income tax expense is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is also recognised in other comprehensive income or directly in equity, respectively.

(a) Income tax expense

(a) Income tax expense
	2023 $000	20221 $000
Current tax expense Current tax expense 209,828 90,118 Under/(over) provided in prior years (1,486) 394
Total current tax expense 208,342 90,512
Deferred tax expense/(credit) Decrease/(increase) in deferred tax assets (9,923) (581) (Decrease)/increase in deferred tax liabilities (25,446) (8,268)
Total deferred tax expense/(credit) (35,369) (8,849)
Total income tax expense 172,973 81,663
b) Numerical reconciliation of income tax expense to prima facie tax payable Profit before income tax expense 617,691 309,443 Prima facie income tax expense thereon at 30% 185,307 92,833 Variation in tax rates of foreign controlled entities (23,808) (15,702) Tax effect of permanent differences: Withholding tax not creditable 7,617 2,192 Non-deductible asset impairments 3,440 321 Disposal of KCC business (3,328) - Capital gain on internal reorganisation 2,581 - US State Franchise tax 1,487 1,144 Prior year tax (over)/under provided (1,486) 394 Effect of changes in tax rates and laws 455 (1,410) Disposal of investment in Milestone Group Pty Ltd - (898) Net other 708 2,789
Income tax expense/(credit) 172,973 81,663
(c) Amounts recognised directly in equity Deferred tax – share-based remuneration (6) 1,602
(6) 1,602
(d) Tax credit/(expense) relating to items of other comprehensive income1 Cash flow hedges 71,228 18,203 Net investment hedges1 2,624 (33,324)
73,852 (15,121)

1 The 30 June 2022 amount for net investment hedges has been restated, please refer to Note 29 Reserves for further information.

81 | COMPUTERSHARE | ANNUAL REPORT | 2023

(e) Unrecognised tax losses

As at 30 June 2023, companies within the consolidated entity had estimated unrecognised tax losses of $0.03 million (2022: $0.2 million) available to offset against future years’ taxable income.

Deferred tax balances

Deferred tax assets and liabilities are recognised for temporary differences calculated at the tax rates expected to apply when the differences reverse. Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent it is probable that future taxable amounts will be available to utilise them. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets

Deferred tax assets
	2023 $'000	20221 $'000
The balance comprises temporary differences attributable to: Tax losses 11,573 6,440 Employee benefits 11,808 8,953 Property, Plant & Equipment 1,592 3,346 Deferred revenue 5,720 4,877 Doubtful debts 2,890 3,202 Provisions 17,097 15,399 Finance leases 35,025 43,212 Other creditors & accruals 10,659 15,331 Financial instruments and foreign exchange1 163,597 82,506 Share based remuneration2 11,681 11,896 Intangibles 36,966 23,726 Mortgage servicing related liabilities 27,095 35,243 Other 4,927 5,815
Total deferred tax assets1 340,630 259,946
Set-off of deferred tax liabilities pursuant to set-off provisions (102,055) (122,194)
Net deferred tax assets 238,575 137,752
Movements during the year Opening balance at 1 July2 137,752 152,467 Currency translation difference (3,086) (8,983) Credited/(charged) to profit or loss 9,923 581 Credited/(charged) to equity (6) 1,602 Credited/(charged) to other comprehensive income1 73,852 (15,631) Set-off of deferred tax liabilities 20,140 7,716
Closing balance at 30 June1,2 238,575 137,752

1 The 30 June 2022 deferred tax assets for net investment hedges have been restated. Refer to Note 29 Reserves for further information.

2 July 2021 opening deferred tax assets have been restated to reflect correction of an immaterial error impacting prior periods, with a tax benefit of $3.3 million. Refer to Note 29 Reserves for further information.

The total deferred tax assets expected to be recovered after more than 12 months amounts to $273.7 million (2022: $189.0 million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Deferred tax liabilities	2023 $000	2022 $000
The balance comprises temporary differences attributable to: Goodwill 208,642 210,641 Intangible assets 42,554 65,354 Right-of-use assets 30,718 37,940 Financial instruments and foreign exchange 28,333 32,779 Property, Plant & Equipment 6,151 4,071 Other 13,126 3,442
Total deferred tax liabilities 329,524 354,227
Set-off of deferred tax assets pursuant to set-off provisions (102,055) (122,194)
Net deferred tax liabilities 227,469 232,033
Movements during the year: Opening balance at 1 July 232,033 234,219 Currency translation difference 742 (2,843) Charged/(credited) to profit or loss (25,446) (8,268) Charged/(credited) to other comprehensive income - 1,388 Set-off of deferred tax assets 20,140 7,716 Other - (179)
Closing balance at 30 June 227,469 232,033

The total deferred tax liabilities expected to be settled after more than 12 months amount to $314.0 million (2022: $317.2 million).

Key estimates and judgements

The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant judgement is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Where the final outcome is different from the amounts that were initially recognised, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

The Group has recognised deferred tax assets relating to carried forward tax losses to the extent that it is probable that future taxable profits will be available against which these assets can be utilised. The assumptions regarding future utilisation, and therefore the recognition of deferred tax assets, may change due to future operating performance and other factors.

The measurement of deferred tax asset relating to hedges of Net Investment in a Foreign Operation (NIFO), included in the ‘Financial instruments and foreign exchange’ line, applies the ‘active foreign business asset percentage’ (AFBAP) rules at each balance date, to estimate the percentage of deductible loss in the event of a disposal of a foreign operation.

83 | COMPUTERSHARE | ANNUAL REPORT | 2023

7. NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

(a) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, and short-term deposits with original maturities of three months or less that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value, net of outstanding bank overdrafts. Cash and cash equivalents exclude broker client deposits reflected in the statement of financial position that are recorded as other current financial assets.

Cash and cash equivalents in the consolidated cash flow statement are reconciled to the consolidated statement of financial position as follows:

	2023 $000	2022 $000
Shown as cash and cash equivalents in the consolidated statement of financial position 1,141,695 1,000,817 Shown as cash and cash equivalents in the assets held for sale line item of the consolidated statement of financial position (refer to note 9) - 29,948
Cash and cash equivalents in the consolidated cash flow statement 1,141,695 1,030,765
(b) Reconciliation of net profit after income tax to net cash from operating activities Net profit after income tax 444,718 227,780 Adjustments for: Depreciation and amortisation 280,012 274,020 Net (gain)/loss from disposal of associate1 (4,074) (16,427) Net (gain)/loss from disposal of controlled entities 11,958 - Net (gain)/loss on asset disposals and revaluation of assets (10,730) (27,940) Net (gain)/loss on lease modifications and terminations - 3,169 Share of net (profit)/loss of associates and joint ventures accounted for using equity method (295) (545) Amortisation of USD senior note fair value adjustment to interest expense (14,972) (18,770) Employee benefits – share based expense 32,916 24,479 Impairment of assets 25,164 1,069 Fair value adjustments (1,001) (621) Changes in assets and liabilities: (Increase)/decrease in receivables (74,004) (66,942) (Increase)/decrease in inventories (1,067) (29) (Increase)/decrease in loan servicing advances (22,611) 56,147 (Increase)/decrease in other current assets (9,550) (7,865) Increase/(decrease) in payables and provisions (47,427) 41,563 Increase/(decrease) in tax balances (8,039) 5,447
Net cash and cash equivalents from operating activities 600,998 494,535

1 The 2023 (net) gain from disposal relates to remeasurement of contingent consideration on disposal of Milestone Group Pty Ltd, which occurred during FY22.

(c) Reconciliation of liabilities arising from financing activities

	Current borrowings $000	Non-current borrowings $000	Current lease liabilities $000	Non-current lease liabilities $000	Cross currency swap $000	Total $000
Opening balance at 1 July 2022 559,331 1,843,020 40,703 162,145 4,718 2,609,917 Cash flows 4,017 (30,953) (43,699) - (47,004) (117,639) Non-cash changes: Additions - - 4,272 12,614 - 16,886 Fair value adjustments (3,518) (40,990) - - 40,589 (3,919) Transfers and other 27,442 (29,508) 33,426 (33,426) - (2,066) Liabilities reclassed from held for sale - - 2,570 3,214 - 5,784 Disposal of KCC - - (1,700) (4,015) - (5,715) Currency translation difference 6,592 22,434 362 (319) (819) 28,250
Balance at 30 June 2023 593,864 1,764,003 35,934 140,213 (2,516) 2,531,498

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(d) Acquisitions and disposals of businesses

On 1 May 2023, the Group disposed of the KCC business, which was based in North America and formed part of the Business Services segment. Under the terms of the sale, Computershare received cash consideration of $44.1 million and deferred consideration of $50.0 million with additional contingent consideration receivable over the next four years, conditional on the business achieving set performance targets (refer to Note 16).

Details of the disposal of the KCC business are as follows:

Details of the disposal of the KCC business are as follows:
	$000
Cash consideration 44,118 Contingent consideration 46,063 Deferred consideration 50,000
Total consideration 140,181
Add/(Less): Carrying amount of net assets disposed (149,042) Transaction costs (4,782)
Loss on disposal before income tax (13,643)
Income tax expense 7,228
Loss on disposal after tax (6,415)
Carrying amount of net assets disposed: Assets and liabilities Cash and cash equivalents 253 Receivables 59,011 Intangibles 105,378 Property, plant and equipment 306 Right of Use Assets 4,428 Other assets 1,567 Payables (15,343) Deferred consideration (832) Leases (5,726)
Net assets 149,042
Disposal consideration: Inflow of proceeds received from sale of subsidiary, net of cash disposed: Cash consideration 44,118 Less cash disposed (253)
Net inflow of cash 43,865

For details of businesses acquired during the year and related cash flows refer to note 8.

85 | COMPUTERSHARE | ANNUAL REPORT | 2023

8. BUSINESS COMBINATIONS

The Group continues to seek acquisition and other growth opportunities where value can be added and returns enhanced for the shareholders. The following business was acquired by the consolidated entity at the date stated and its operating results have been included in the Group’s results from the acquisition date. Where goodwill is marked as provisional, identification and valuation of net assets acquired will be completed within a 12-month measurement period in accordance with the Group’s accounting policy.

On 1 June 2023, Computershare acquired the business and assets of SunDoc Filings, a US-based provider of comprehensive, nationwide document filing and retrieval services to professional services firms, escrow and small businesses. The total consideration was $9.9 million.

Details of the acquisition are as follows:

Details of the acquisition are as follows:
	$000
Cash consideration 8,941 Consideration payable 1,000
Total purchase consideration 9,941
Less fair value of identifiable net assets acquired (298)
Provisional goodwill on consolidation 9,643

The goodwill recognised is deductible for tax purposes.

Purchase consideration:

Outflow of cash to acquire the entities, net of cash acquired:
Cash consideration	8,941
Net outflow of cash	8,941

Acquisition accounting for the CCT and Worldwide Incorporators Ltd business combinations has been finalised in the current reporting period. The acquisition accounting for the CCT acquisition did not change from what was reported in the 30 June 2022 Annual Report. Intangible assets of $0.7 million were recognised and adjusted out of goodwill for the Worldwide Incorporators Ltd acquisition.

Aircraft leasing business

In the prior year, the Group disclosed the acquisition of the aircraft leasing business of Wells Fargo as a business combination in the Computershare Corporate Trust segment. After further analysis, it has been concluded that this purchase should be treated as an acquisition of assets, and not a business combination. The change did not have any impact on the balance sheet and profit and loss for FY23 and was not material.

Accounting policies

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a controlled entity comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the controlled entity.

Acquisition-related costs are expensed as incurred. Identifiable assets acquired as well as liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. Within 12 months of completing the acquisition, identifiable intangible assets are valued and separately recognised in the statement of financial position. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the controlled entity acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a gain on bargain purchase.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently re-measured to fair value with changes in fair value recognised in profit or loss.

Key estimates and judgements

Acquisition accounting requires that management make estimates with regard to valuation of certain non-monetary assets and liabilities of the acquired entities. These estimates have particular impact in terms of valuation of intangible assets, contingent consideration liabilities and provisions. To the extent that these items are subject to determination during the initial 12 months after acquisition, the variation to estimated value will be adjusted through goodwill. To the extent that determination occurs after 12 months, any variation will impact profit or loss in the relevant period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

9. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE

Due to delays and uncertainties associated with the disposal process, it was determined that the sale of the UK mortgage services business was no longer highly probable to occur within 12 months. Therefore, despite the continued sale efforts, this business was no longer classified as held for sale as at 31 December 2022. There have been no major developments since December and the business is not classified as held for sale as at 30 June 2023.

As the non-current assets of UK Mortgage Services were subject to impairment testing in the reporting period, an impairment charge of $14.9 million was recorded, writing down the intangible assets, right-of-use assets and property, plant and equipment associated with this business to nil.

10. INTANGIBLE ASSETS

10. INTANGIBLE ASSETS
	Goodwill $000	Customer contracts and relationships $000	Mortgage Servicing Rights $000	Other4 $000	Total $000
At 1 July 2022 Opening cost 1,984,210 1,335,262 1,236,312 95,917 4,651,701 Openingaccumulated amortisation - (449,322) (607,234) (58,418) (1,114,974)
Opening net book amount 1,984,210 885,940 629,078 37,499 3,536,727
Additions (net of adjustments and reclassifications)1 9,642 921 169,405 113 180,081 Disposals (89,764) (15,866) (94,642) (1,197) (201,469) Amortisation charge2,5 - (93,296) (135,881) (8,001) (237,178) Impairment charge (10,377) (6,219) - (5,551) (22,147) Currency translation difference 9,372 4,178 - 822 14,372 Other3 9,741 6,272 - 5,597 21,610
Closing net book amount 1,912,824 781,930 567,960 29,282 3,291,996
At 30 June 2023 Cost 1,912,824 1,314,367 1,299,809 99,759 4,626,759 Accumulated amortisation - (532,437) (731,849) (70,477) (1,334,763)
Closing net book amount 1,912,824 781,930 567,960 29,282 3,291,996
At 1 July 2021 Opening cost 1,912,347 773,218 1,139,593 105,732 3,930,890 Openingaccumulated amortisation - (387,254) (461,128) (53,457) (901,839)
Opening net book amount 1,912,347 385,964 678,465 52,275 3,029,051
Additions (net of adjustments and reclassifications)1 130,801 595,500 251,032 3,443 980,776 Disposals - (2,779) (154,329) - (157,108) Amortisation charge2,5 - (80,626) (146,090) (10,831) (237,547) Impairment charge (1,069) - - - (1,069) Currency translation difference (47,385) (5,847) - (1,789) (55,021) Other3 (10,484) (6,272) - (5,599) (22,355)
Closing net book amount 1,984,210 885,940 629,078 37,499 3,536,727
At 30 June 2022 Cost 1,984,210 1,335,262 1,236,312 95,917 4,651,701 Accumulated amortisation - (449,322) (607,234) (58,418) (1,114,974)
Closing net book amount 1,984,210 885,940 629,078 37,499 3,536,727

1 Additions comprise recognition of intangible assets resulting from business combinations and direct purchases as well as adjustments and reclassifications made on finalisation of acquisition accounting.

2 Amortisation charge is included within direct services expense in the statement of comprehensive income.

3 Includes $10.5 million goodwill and $11.9 million of other intangibles reclassified as held for sale as at 30 June 2022.

4 Other intangible assets include intellectual property, licences, software and brands.

5 The gross amount of mortgage servicing rights amortisation is partially offset in the statement of comprehensive income by the amortisation of the related mortgage servicing liabilities (note 3).

87 | COMPUTERSHARE | ANNUAL REPORT | 2023

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets acquired. Goodwill is carried at cost less accumulated impairment losses and is tested for impairment annually or more frequently, if events or changes in circumstances indicate that it might be impaired. On disposal or termination of a previously acquired business, any associated goodwill that was originally recognised on acquisition, is included in the determination of profit or loss on disposal.

The acquired goodwill can be attributed to the expected future cash flows of the acquired businesses associated with the collective experience of management and staff and the synergies expected to be achieved as a result of full integration into the Computershare Group. Where acquisitions have been made during the period, the Group has 12 months from the acquisition date in which to finalise the accounting, including calculation of goodwill. Until finalisation of acquisition accounting within the 12-month period, provisional amounts are included in the consolidated results.

Acquired intangible assets

Acquired intangible assets have a finite useful life and are carried at fair value at the date of acquisition less accumulated amortisation and impairment losses. Amortisation is calculated using the straight line method to allocate value over their estimated useful lives, typically ranging from one to twenty years.

Mortgage servicing rights

Mortgage servicing rights acquired as part of business combinations are carried at their fair value at the date of acquisition less accumulated amortisation and impairment losses. Mortgage servicing rights acquired as part of ongoing operations are carried at cost less accumulated amortisation and impairment losses. Amortisation for all servicing rights is calculated using the straight line method over their estimated useful lives of nine years (2022: eight years) for the interest-sensitive portfolio and nine years for the non interest-sensitive portfolio.

Key estimates and judgements

The estimated useful life of mortgage servicing rights reflects management’s estimate of the average life of the underlying mortgages. The most significant factors impacting the useful life are US mortgage interest rates and the rate of the borrowers’ prepayments. The average life of mortgage servicing rights decreases where US interest rates are lower or borrower prepayments are higher than previously estimated, which would result in an increase in amortisation expense.

Software and research and development costs

All research-related costs are expensed as incurred. Software development costs are capitalised where they meet the recognition criteria for capitalisation, and are subsequently amortised using the straight line method to allocate their value over their estimated useful lives, typically ranging from eight to fifteen years.

Costs incurred in configuring or customising software as a service (SaaS) arrangements can only be recognised as intangible assets if the implementation activities create an intangible asset that the entity controls and the intangible asset meets the recognition criteria. Those costs that do not result in intangible assets are expensed as incurred, unless they are paid to the suppliers of the SaaS arrangements to significantly customise the cloud-based software for the Group, in which case the costs are recorded as a prepayment for services and amortised over the expected renewable term of the arrangement.

Impairment of intangible assets with a finite useful life

Intangible assets with a finite useful life are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. As intangible assets do not generate independent cashflows, they are tested for impairment at the CGU level to which they belong.

Disposal of intangible assets

Gains and losses on disposals of intangible assets (including mortgage servicing rights) are determined by comparing proceeds with carrying amount. These are included in the statement of comprehensive income.

11. IMPAIRMENT

Impairment test for goodwill

Goodwill is tested for impairment at least once a year, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. Where required, impairment losses are recognised in profit or loss in the reporting period when the carrying amount exceeds recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

For the purpose of impairment testing, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash generating units). Goodwill is allocated to cash generating units (CGUs), or groups of CGUs, expected to benefit from synergies of the business combination.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The carrying amount of goodwill is allocated to the following groups of CGU’s constituting most of the Group’s operating segments:

	June 2023 $000	June 2022 $000
Class Actions & Bankruptcy1 - 89,959 Communication Services and Utilities 113,888 115,781 Computershare Corporate Trust 130,414 130,466 Employee Share Plans 400,848 383,678 Issuer Services 1,033,120 1,028,663 Legacy Corporate Trust 74,883 76,260 Mortgage Services and Property Rental Services2 159,671 149,427 Voucher Services - 9,976
1,912,824 1,984,210

1 The Class Actions and Bankruptcy business (KCC business) was disposed of during May 2023.

2 Excludes $10.5 million of goodwill related to the UK Mortgage Servicing business which was classified as held for sale as at 30 June 2022.

When testing for impairment, the carrying amount of each group of CGUs is compared with its recoverable amount. The recoverable amount is determined based on a value-in-use calculation for each group of CGUs to which goodwill has been allocated. The value-in-use calculation uses the discounted cash flow methodology for each CGU typically based upon five years of cash flow projections plus a terminal value. In a limited number of cases, the CGU cash flow projections are for a period longer than five years to account for the nature of the cash flows and specific circumstances (eg, CGUs in a wind-down mode).

Voucher Services

During the year, an impairment charge of $10.3 million (2022: $1.1 million) was booked against goodwill, which resulted in the balance being written off in full. This was calculated as the difference between the value in use and the carrying amount of the business. This charge is included under direct services in the statement of comprehensive income.

Key estimates and judgements

Key assumptions used in the value-in-use calculations are described below for each group of CGUs with allocated goodwill. As there are a number of CGUs in most of the operating segments, presented below are weighted averages of the assumptions applied to individual CGUs.

Five-year post-tax cash flow projections are based on approved budgets covering a one-year period, with subsequent periods based on the Group’s expectations of growth excluding the impact of possible future acquisitions, business improvement and restructuring. Cash flows also include margin income projections, which reflect expectations regarding future client balances and interest rates.

In performing the value-in-use calculations for each CGU, the Group has applied post-tax discount rates to discount the forecast future attributable post-tax cash flows. The discount rates used reflect the risks specific to each CGU.

The equivalent pre-tax discount rates are as follows:

The earnings growth rates applied beyond the initial five-year period are as follows:

2023
2022
2023
2022

Class Actions and Bankruptcy
n/a
2.0%
Class Actions and Bankruptcy
n/a
9.2%
Communication Services and Utilities
2.1%
2.1%
Communication Services and Utilities
10.1%
9.8%
Legacy Corporate Trust
2.0%
2.0%
Legacy Corporate Trust
9.6%
9.5%
Employee Share Plans
1.8%
1.9%
Employee Share Plans
9.1%
8.9%
Issuer Services
2.1%
2.0%
Issuer Services
10.0%
9.5%
Computershare Corporate Trust
2.0%
2.0%
Computershare Corporate Trust
10.0%
9.1%
Mortgage Services and Property
Rental Services
2.0%
2.0%
Mortgage Services and Property
Rental Services
8.2%
9.0%
Voucher Services1
n/a
n/a
Voucher Services1
8.2%
22.3%
1
There is no terminal value for Voucher Services as the business is in wind-down mode.

Impact of reasonably possible changes in key assumptions

As impairment testing is based on assumptions and judgements, the Group has considered sensitivity of the impairment test results to changes in key assumptions specifically the terminal growth rates and discount rates noted above. For all groups of CGUs, the recoverable amount exceeds the carrying amount when testing for reasonably possible changes in key assumptions.

89 | COMPUTERSHARE | ANNUAL REPORT | 2023

12. HEDGE ACCOUNTING

The Group applies hedge accounting as follows:

	Fair value hedge	Cash flow hedge	Hedge of net investment in foreign operations
Nature of hedge The hedge of fair value risk of a financial liability. The hedge of a highly probable forecast transaction. The hedge of changes in the consolidated entity’s foreign denominated net assets due to changes in foreign currency rates.
Hedged risk Interest rate risk Interest rate risk Foreign exchange risk Foreign exchange risk
Hedged item Fixed interest rate US Private Placement issues, Euro Medium Term Notes, Australian Medium Term Notes. Highly probable interest cash flows from which margin income is derived. Highly probable cash flows associated with foreign currency denominated debt. Foreign operations
Hedging instruments Interest rate swaps, cross currency interest rate swaps Interest rate swaps, interest rate options Cross currency swaps Cross currency swaps, foreign currency denominated issued debt
Designation and documentation At the inception of the transaction, the Group documents its risk management objective and strategy for the hedge, hedging instrument, hedged item, hedged risk and how the hedge relationship will meet the hedge effectiveness requirements.
Hedge effectiveness method	Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The assessment is based on: › existence of an economic relationship between the hedged item and the hedging instrument; › the effect of credit risk not dominating the changes in value of either the hedged item or the hedging instrument; › the hedge ratio being reflective of the Group’s risk management approach.
Accounting treatment for the hedging instrument	Fair value through the income statement. Fair value through the cash flow hedge reserve and then recognised in the income statement at the time at which the hedged item affects the income statement for the hedged risk. Fair value through the cash flow hedge reserve and then recognised in the income statement at the time at which the hedged item affects the income statement for the hedged risk. Fair value through the foreign currency translation reserve and recognised in the income statement at the time at which there is a disposal of the hedged foreign operation.
Accounting treatment for the hedged item	Carrying value adjusted for changes in fair value attributable to the hedged risk; fair value through the income statement. Accounted for under other accounting standards (revenue). Accounted for under other accounting standards (foreign exchange). Foreign exchange gains and losses are recognised in the Group’s foreign currency translation reserve.
Accounting treatment for hedge ineffectiveness	Recognised in the income statement to the extent that changes in fair value of the hedged item attributable to the hedged risk are not offset by changes in fair value of the hedging instrument. Recognised in the income statement to the extent to which changes in fair value of the hedging instrument exceed, in absolute terms, the change in the fair value of the hedged item. Recognised in the income statement to the extent to which changes in fair value of the hedging instrument exceed, in absolute terms, the change in the fair value of the hedged item. Recognised in the income statement to the extent to which changes in fair value of the hedging instrument exceed, in absolute terms, the change in the fair value of the hedged item.
Accounting treatment if the hedge relationship is discontinued	Where the hedged item still exists, adjustments to the hedged item are amortised to the income statement on an effective interest rate basis. The gain or loss remains in the cash flow hedge reserve to the extent that the hedged cash flows are still expected to take place and subsequently recognised in the income statement at the time at which the hedged item affects the income statement for the hedged risk. Where the hedged cash flows are no longer expected to take place, the gain or loss in the cash flow hedge reserve is recognised immediately in the income statement. The gain or loss remains in the cash flow hedge reserve to the extent that the hedged cash flows are still expected to take place and subsequently recognised in the income statement at the time at which the hedged item affects the income statement for the hedged risk. Where the hedged cash flows are no longer expected to take place, the gain or loss in the cash flow hedge reserve is recognised immediately in the income statement. The gain or loss remains recognised in the foreign currency translation reserve until such time as the foreign operation is partially disposed of or sold.
Hedge ratio	The hedge ratio is reflective of the Group’s risk management objectives.
	The notional of the interest rate swap is allocated to the hedged item on a one-for-one basis. The notional of the interest rate swap is allocated to hedged item on a one-for-one basis. The notional amount of the cross currency swap equals the notional amount of the hedged item. Foreign currency borrowings and swaps are allocated to the net investments in foreign operations on a one-for-one basis.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Hedging instruments

The following table details the hedging instruments, nature of hedged risks, as well as the notional and the carrying amount of derivative financial instruments and, in the case of net investment hedges, the notional of foreign denominated debt issued, for each type of hedge relationship. The maturity profile for the hedging instruments’ notional amounts is reported based on their contractual maturity. Designated cross currency swaps for foreign exchange risk are included as a single notional amount per derivative.

2023	Hedging Instrument	Risk	Notional $000s Less than 3 months 3 to 12 months 1 to 5 years Over 5 years Total	Carrying amount Total $000s
Assets Cash flow hedges Interest rate swaps Interest - - - 50,000 50,000 653 Net investment hedges Cross currency swaps Foreign exchange - 470,622 - - 470,622 2,516 Liabilities Cash flow hedges Interest rate swaps Interest - - 2,692,948 2,450,000 5,142,948 221,157 Cash flow hedge Interest rate option Interest - - - 19,855 19,855 - Fair value hedges Interest rate swaps Interest - 220,000 200,000 747,290 1,167,290 121,147 Net investment hedges Borrowings Foreign exchange - 60,000 110,000 - 170,000 170,000 Cash flow and fair value hedges Cross currency interest rate swaps Foreign exchange/ interest - - - 801,000 801,000 130,940 2022
Assets Cash flow hedges Interest rate swaps Interest - - 300,000 450,000 750,000 4,948 Net investment hedges Cross currency swaps Foreign exchange - 78,337 - - 78,337 414 Liabilities Cash flow hedges Interest rate swaps Interest - - 325,708 300,000 625,708 9,310 Cash flow hedge Interest rate option Interest - - - 20,648 20,648 - Fair value hedges Interest rate swaps Interest - - 420,000 747,290 1,167,290 81,229 Net investment hedges Cross currency swaps Foreign exchange - 366,607 - - 366,607 5,135 Net investment hedges Borrowings Foreign exchange 45,000 362,000 - 407,000 407,000 Cash flow and fair value hedges Cross currency interest rate swaps Foreign exchange/ interest - - - 728,725 728,725 140,292

Hedging instrument executed rates

The following table shows the executed rates for the hedging instruments that have been designated in cash flow hedges and net investment hedges that are in place at balance date.

investment hedges that are in place at balance date.
2023	Hedging instruments	Currency/ Currency pair	Weighted average hedged rate
Cash flow hedges Interest rate swaps AUD 1.46% USD 3.02% Cash flow hedges Interest rate collar AUD 2.00%/3.89% Net investment hedges Cross currency swaps EUR/AUD 0.6065 CHF/AUD 0.5946 Net investment hedges Borrowings AUD/USD 0.66185 2022
Cash flow hedges Interest rate swaps AUD 1.46% USD 2.85% Cash flow hedges Interest rate collar AUD 2.00%/3.89% Net investment hedges Cross currency swaps EUR/AUD 0.6557 CHF/AUD 0.6643 Net investment hedges Borrowings AUD/USD 0.68825

91 | COMPUTERSHARE | ANNUAL REPORT | 2023

Hedge ineffectiveness

Hedge ineffectiveness, in the case of a fair value hedge, is the extent to which the changes in the fair value of the hedging instrument differ to that of the hedged item, and in the case of cash flow and net investment hedge relationships, the extent to which the change in the hedging instrument exceeds that of the hedged item. Sources of hedge ineffectiveness primarily arise from changes in credit risk of the counterparties, breakdown in correlation or impact of the basis spread between short-term interest rates in the same currency, changes in market premiums and differences in reset dates, risk and discount rates between the hedged item (possibly represented by a hypothetical derivative) and hedging instrument. The transition effects of the forthcoming IBOR reforms, as outlined below, may also result in hedge ineffectiveness.

The following table reflects the hedge ineffectiveness during the period, as reported in direct services in the statement of comprehensive income:

	Hedging instruments	Risk	Gains/(losses) on hedging instruments $000's	Gains/(losses) on hedged items attributable to the hedged risk $000's	Hedge ineffectiveness recognised in the income statement $000's
2023 Cash flow hedges Interest rate swaps Interest (263,558) 263,559 1 Fair value hedges Interest rate swaps Interest (44,888) 45,679 791 Net investment hedges Cross currency swaps Foreign exchange (40,589) 40,698 109 Cash flow hedges Cross currency interest rate swaps Foreign exchange 17,802 (17,802) - Fair value hedges Interest (8,451) 8,017 (434)
2022 Cash flow hedges Interest rate swaps Interest (4,563) 4,549 (14) Fair value hedges Interest rate swaps Interest (80,470) 80,154 (316) Net investment hedges Cross currency swaps Foreign exchange (17,913) 17,862 (51) Cash flow hedges Cross currency interest rate swaps Foreign exchange (94,402) 94,401 (1) Fair value hedges Interest (45,890) 46,896 1,006

Ineffectiveness on Net investment hedges which are hedged with borrowings is nil (2022: nil).

Effect of IBOR reform

IBOR reforms continue across the world. As a result of these reforms, LIBOR and other benchmark interest rates have been replaced with alternative reference rates (ARRs). All tenors of GBP, CHF, EUR LIBOR and the one week and two-month tenors for USD LIBOR ceased on 31 December 2021. The remaining tenors for USD LIBOR (1 and 3 months) ceased on 30 June 2023. The Group will switch to the fallback alternative reference rates on derivatives that have USD LIBOR settings upon the first rollover of each impacted instrument after this date.

The Group has applied the hedge accounting reliefs provided by ‘Phase 2’ of the amendments related to hedge designation. When the ‘Phase 1’ hedge accounting reliefs cease to apply, the Group will amend its hedge designation to reflect one or more of the following changes:

(a) designate the ‘Secured Overnight Financing Rate’ (SOFR) as the alternative benchmark rate as a hedged risk;

(b) amend the description of the hedged item, including the description of the designated portion of the cash flows or fair value being hedged; or

(c) amend the description of the hedging instrument. The Group will update its hedge documentation to reflect this change in designation. These amendments to the hedge documentation do not require the Group to discontinue its hedge relationships.

The Group has not made any amendments to its hedge documentation in the reporting period relating to IBOR reform. The following hedging instruments referencing USD LIBOR will transition to SOFR once the remaining tenors cease:

Hedging instruments	Notional amount $000	Carrying amount asset $000	Carrying amount liability $000
Interest rate swaps 1,167,290 - 121,147 Cross currency interest rate swaps 403,710 - 86,122

See Note 15 for relevant disclosures pertaining to IBOR reform relating to borrowings and hedging. The Group did not hold any lease arrangements with variable payments linked to IBOR during the period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

13. FINANCIAL RISK MANAGEMENT

Financial risk management objectives

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), liquidity risk and credit risk. The Group’s overall financial risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board. The Board provides guidance for overall risk management, as well as policies covering specific areas such as currency risk management, interest rate risk management, counterparty risk management and the use of derivative financial instruments. Derivative financial instruments are used to manage specifically identified interest rate and foreign currency risks.

The Group Treasury function provides services to the business. It also monitors and manages the financial risks relating to the operations of the Group. Group Treasury identifies, evaluates and hedges financial risks in close cooperation with the regional treasury centres as permitted under policy and reports regularly to the Board.

Capital risk management objectives

The primary objective of the Group’s capital management is to ensure that it minimises the working capital funding requirements through effective controls in order to support its businesses and maximise shareholder value.

A key financial ratio for the Group is net financial indebtedness to management adjusted earnings before interest, tax, depreciation and amortisation (management adjusted EBITDA). Net debt is calculated as borrowings less cash and cash equivalents. EBITDA is reported based on the currently applicable accounting standards, including AASB 16 Leases.

reported based on the currently applicable accounting standards, including AASB 16 Leases.
	2023 $000	2022 $000
Borrowings 2,357,867 2,402,351 Cash and cash equivalents1 (1,141,695) (1,030,765)
Net debt 1,216,172 1,371,586
Management EBITDA 1,216,336 720,238
Net debt to Management EBITDA 1.00 1.90
Net debt to Management EBITDA (excluding mortgage servicing debt)2 0.85 1.64

1 2022 includes $29.9 million cash presented in assets classified as held for sale.

2 Excludes mortgage servicing debt of $186.3 million (2022: $191.3 million).

The Group manages its capital structure and makes adjustments to it in line with changes in economic conditions. To achieve its target capital structure, the Group may adjust the dividend payment to shareholders, conduct share buy-backs or issue new shares.

Computershare has a target neutral gearing level such that net debt to Management EBITDA is between 1.75x - 2.25x excluding the non-recourse SLS advance facility debt, with flexibility to temporarily go above this range to take advantage of compelling investment opportunities. Computershare will consider capital management initiatives to maintain leverage within this target band.

Financial risk factors

The key financial risk factors that arise from the Group’s activities are outlined below.

(a) Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or fair values of financial instruments. The consolidated entity is exposed to interest rate risk through its primary financial assets and liabilities and as a result of maintaining agent and escrow agent bank accounts on behalf of clients. Given the nature of the client balances, neither the funds nor an offsetting liability are included in the Group’s financial statements. Average client balances during the year approximated $34.0 billion (2022: $33.6 billion) and in relation to these balances, the consolidated entity has in place interest rate derivatives with a total notional value of $5.2 billion as at 30 June 2023 (2022: $1.4 billion).

Hedging strategy

(i) Fixed rate debt

Where fixed rate debt is issued, the Group may enter interest rate derivatives to manage the change in fair value of fixed rate debt obligations, arising from changes in variable interest rates. At 30 June 2023, interest rate derivatives with a total notional value of $2.0 billion (2022: $1.5 billion) hedging the fair value of fixed rated debt obligations were outstanding.

93 | COMPUTERSHARE | ANNUAL REPORT | 2023

(ii) Margin income

Interest rate risk is managed in accordance with Board approved policy, which sets out minimum/maximum thresholds with respect to currency and maturities of margin income balances. Floating rate debt is considered a natural hedge against margin income balances and forms part of the hedge allocation required to meet policy guidelines. The Group also uses interest rate swaps designated as cash flow hedges to manage the variability of cash flows attributable to changes in interest rates associated with highly probable interest earned on client balances (margin income).

Interest rate sensitivity

The table below provides an indication of sensitivity of the Group’s profit before tax and other components of equity to movements in interest rates with all other variables held constant.

in interest rates with all other variables held constant.
	2023 $000	2022 $000
Movement in basis points +100 -100 +100 -100 Sensitivity of profit before tax Australian dollar 6,168 (6,168) 4,647 (4,647) United States dollar (153) 228 (191) 87 Canadian dollar 1,808 (1,808) 2,583 (2,583) Great British pound (2,038) 2,038 (2,224) 2,224 Euro (627) 627 (545) 545 Swiss Franc (3,610) 3,610 (3,302) 3,302 Hong Kong dollar 355 (355) 489 (489) Other 309 (309) 201 (201)
Total 2,212 (2,137) 1,658 (1,762)
Sensitivity of other components of equity Australian dollar (1,670) 1,591 (2,216) 2,212 United States dollar (244,831) 263,922 (84,413) 91,892

The sensitivity of profit before tax is the effect of assumed reasonably possible changes in interest rates for one year, based on the on-balance sheet floating rate financial assets and liabilities as at 30 June 2023. Other components of equity change as a result of an increase/decrease in the fair value of cash flow hedges. The total sensitivity analysis is based on the assumption that there are parallel shifts in the yield curve.

The above sensitivity calculation includes the impact of changes in interest rates on the fair value of recognised derivatives but excludes the impact on interest income derived from certain client balances. Client balances have been excluded from the sensitivity analysis where they are not reflected in the Group’s consolidated statement of financial position. Interest income is earned on these balances at various fixed and floating interest rates. In a rising interest rate environment, client balances that earn interest income will result in an increase to profit, while in a falling interest rate environment, client balances that earn interest income will result in a decrease to profit.

Total margin income generated on client balances for the year was $775.4 million (2022: $187.1 million), reflecting a yield of 2.28% (2022: 0.56%) on average client balances. If the Group was able to achieve an additional yield of 0.50% on the total average balances of $34.0 billion held during the reporting period, the Group’s profit before tax would have increased by $170 million (-0.50%: $170 million decrease)[1] .

1 This calculation assumes that the Group earns interest on all client balances.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(b) Foreign exchange risk

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the relevant entity’s functional currency.

Entities within the Group typically enter into external transactions and recognise external assets and liabilities that are denominated in their functional currency. Whilst a number of entities within the Group hold bank account balances in a currency which is not their local functional currency, these balances do not expose the Group to significant foreign exchange risk.

Foreign currency translation risk also arises from net investments in foreign operations held in Europe, Canada, South Africa and Asia Pacific. Accordingly, the Group’s financial position can be affected significantly by movements in the relevant currency exchange rate when translating into the consolidated entity’s presentation currency, the United States dollar.

Hedging strategy

The risk of changes in the net investments in foreign operations as a result of movements in foreign exchange rates is hedged through a combination of foreign denominated borrowings and cross currency swaps, in currencies that match the currencies of the Group’s foreign operations.

Exchange rate sensitivity

The following table illustrates the sensitivity of the Group’s net assets (after hedging), with all other variables held constant, to movements in the United States dollar against foreign currencies as at 30 June 2023. The currencies with the largest impact on the sensitivity analysis are Canadian dollar, Australian dollar, Great British pound and Swiss Franc.

	2023 $000	2022 $000
Movement in exchange rates % +10% -10% +10% -10% Sensitivity of other components of equity Canadian dollar (33,903) 33,903 (40,467) 40,467 Australian dollar (67,034) 67,034 (65,820) 65,820 Great British pound 9,407 (9,407) 22,371 (22,371) Swiss Franc (3,122) 3,122 (4,390) 4,390

(c) Credit risk

Credit exposure represents the extent of credit related losses that the consolidated entity may be subject to on amounts to be received from financial assets, which include receivables, loan servicing advances, cash and cash equivalents, financial guarantees and other financial instruments. The consolidated entity, while exposed to credit related losses in the event of non-payment by clients, does not expect any significant clients to fail to meet their obligations. The Group’s trading terms do not generally include the requirement for customers to provide collateral as security for financial assets and consequently, the consolidated entity does not hold any collateral as security. Whilst collateral is not held as security for loan servicing advances, as outlined in note 17, loan servicing advances receive priority over any other liability from the proceeds from the liquidation of the property.

The consolidated entity’s exposure to credit risk is as indicated by the carrying amounts of its financial assets. Concentrations of credit risk exist when clients have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The consolidated entity’s concentration of credit risk is minimised due to transactions with a large number of clients in various countries and industries. Issuer services and plans services transacts with various listed companies across a number of countries. The consolidated entity does not have a significant exposure to any individual client.

Transactions involving derivative financial instruments are with counterparties with whom the Group has signed International Swaps and Derivatives Association (ISDA) agreements and who maintain sound credit arrangements. To supplement credit ratings of counterparties the Group has a Board approved policy on managing client balance exposure and derivative instrument exposure.

95 | COMPUTERSHARE | ANNUAL REPORT | 2023

Maximum exposure to credit risk

For financial assets recognised on the balance sheet, the maximum exposure to credit risk is the carrying amount. For financial guarantees granted, the maximum exposure to credit risk is the maximum amount that the Group would have to pay if the guarantees are called upon (as outlined in Note 35).

The table below shows the Group’s maximum exposure to credit risk on financial assets before taking into account collateral held or other credit enhancements:

	2023 $000	2022 $000
Other financial assets 98,973 84,122 Loan servicing advances 318,727 296,118 Financial assets at fair value through profit or loss 64,341 69,995 Receivables 612,711 481,352
Total credit risk exposure 1,094,752 931,587

(d) Liquidity Risk

Liquidity risk management implies maintaining sufficient cash and the availability of funding. The Group has staggered its various debt maturities to reduce re-financing risk. Whilst impacted by acquisitions from time to time, the Group maintains sufficient cash balances and committed credit facilities to meet ongoing commitments.

Maturity information for the Group’s debt facility is as follows:

Maturity profile as at 30 June 2023 (in the 12 months ending)	Debt facilities utilised $million	Committed debt facilities $million
June 2024 597.4 895.0 June 2025 97.9 175.0 June 2026 650.4 700.0 June 2027 - - June 2028 198.6 198.6 June 2029 350.0 350.0 June 2030 - - June 2031 - - June 2032 543.3 543.3
Total 2,437.6 2,861.9
Maturity profile as at 30 June 2022 (in the 12 months ending) June 2023 559.7 855.0 June 2024 599.3 810.0 June 2025 - - June 2026 200.0 200.0 June 2027 - - June 2028 206.5 206.5 June 2029 350.0 350.0 June 2030 - - June 2031 - - June 2032 522.3 522.3
Total 2,437.8 2943.8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Maturities of financial liabilities

The table below breaks down the Group’s financial liabilities into relevant maturity groupings.

The amounts disclosed in the table are the contractual undiscounted cash flows. For interest rate swaps, the cash flows have been estimated using the forward interest rates applicable at the end of the reporting period.

Contractual maturities of financial liabilities	Less than 1 year $000	Between 1-5 years $000	More than 5 years $000	Total contractual cash flows $000
As at 30 June 2023 Non-derivatives Trade payables 27,275 - - 27,275 Other payables 516,967 19,130 - 536,097 Borrowings 805,245 988,197 925,352 2,718,794 Lease liabilities (undiscounted) 43,097 98,865 68,766 210,728
Total non-derivatives 1,392,584 1,106,192 994,118 3,492,894
Derivatives Net Settled (interest rate swaps) 154,818 194,803 36,110 385,731 Gross settled (cross currency swaps) – (Inflow) (509,856) (244,888) (567,722) (1,322,466) – Outflow 522,735 342,430 650,561 1,515,726
Total derivatives 167,697 292,345 118,949 578,991
As at 30 June 2022 Non-derivatives Trade payables 4,324 - - 4,324 Other payables 539,345 38,899 - 578,244 Borrowings 636,787 954,630 1,134,240 2,725,657 Lease liabilities (undiscounted) 50,496 113,968 78,498 242,962
Total non-derivatives 1,230,952 1,107,497 1,212,738 3,551,187
Derivatives Net Settled (interest rate swaps) 17,486 60,782 28,694 106,962 Gross settled (cross currency swaps) – (Inflow) (470,561) (49,457) (761,413) (1,281,431) – Outflow 477,349 118,560 890,046 1,485,955
Total derivatives 24,274 129,885 157,327 311,486

(e) Fair value measurements

The fair value of financial assets and liabilities must be estimated for recognition and measurement or for disclosure purposes. The measurement hierarchy used is as follows:

Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period for identical assets and liabilities. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period. This includes inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Such instruments include derivative financial instruments and the portion of borrowings included in the fair value hedge.

97 | COMPUTERSHARE | ANNUAL REPORT | 2023

Specific valuation techniques used to value financial instruments are as follows:

› Quoted market prices or dealer quotes are used for similar instruments.
› The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.
› The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.
› The fair value of cross currency swaps is a combination of the fair value of forward foreign exchange contracts determined using forward exchange rates at the balance sheet date (for the final principal exchange) and the use of quoted market prices or dealer quotes for similar instruments (for the basis valuation).
› The fair value of interest rate swaptions is calculated using the Black-Scholes formula and quoted market prices.

Level 3: Valuation methodology of the asset or liability uses inputs that are not based on observable market data (unobservable inputs). This is the case of investments in unconsolidated structured entities (refer to note 14), which are included in the financial assets at fair value and deferred consideration (note 25) arising from business combinations.

The amount of contingent consideration recognised on business combinations is typically referenced to revenue or EBITDA targets. The Group estimates the fair value of the expected future payments based on the terms of each earn-out agreement and management’s knowledge of the business taking into account the likely impact of the current economic environment. Contingent consideration amounts are re-measured every reporting period based on most recent projections. Gains or losses arising from changes in fair value are recognised in profit or loss in the period in which they arise.

The fair value of the investment in structured entities is determined by reference to the interest in net assets of these entities, which approximate their fair values. As profits are realised and dividends are paid to investors, the net assets of these entities decrease and so does the fair value of the Group’s investment.

The following tables present the Group’s financial assets and liabilities measured and recognised at fair value at 30 June 2023. The comparative figures are also presented below.

As at 30 June 2023	Level 1 $000	Level 2 $000	Level 3 $000	Total $000
Assets Financial assets at fair value through profit or loss 30,087 6,857 27,397 64,341 Contingent consideration receivable 16 - - 46,063 46,063
Total assets 30,087 6,857 73,460 110,404
Liabilities Financial liabilities at fair value through profit or loss - 476,306 - 476,306 Deferred consideration - - 1,084 1,084
Total liabilities - 476,306 1,084 477,390

As at 30 June 2022

As at 30 June 2022
Assets
Financial assets at fair value through profit or loss	32,817	5,410	31,768	69,995
Total assets	32,817	5,410	31,768	69,995
Liabilities
Financial liabilities at fair value through profit or loss	-	235,966	-	235,966
Deferred consideration	-	-	1,626	1,626
Total liabilities	-	235,966	1,626	237,592

The following table presents the changes in level 3 items for the periods ended 30 June 2023 and 30 June 2022:

	Financial assets at fair value through profit or loss 2023 $000 2022 $000	Deferred consideration liability 2023 $000 2022 $000
Opening balance at 1 July 31,768 32,756 (1,626) (10,716) Payments - - 705 7,983 Additions - 4,829 - - Return of capital (4,220) (5,817) - - Gains/(losses) recognised in profit or loss (151) - - - Currency translation difference - - (163) 1,107
Closing balance at 30 June 27,397 31,768 (1,084) (1,626)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fair value of financial assets and liabilities

The carrying amounts of cash and cash equivalents, receivables, loan servicing advances, payables, non-interest bearing liabilities, lease liabilities and loans approximate their fair values for the Group except for:

› the USD Senior Notes of $751.4 million (2022: $787.5 million), where the fair value based on level 2 valuation techniques was $706.6 million as at 30 June 2023 (2022: $728.1 million);
› the Euro Medium Term Notes of $503.5 million (2022: $490.0 million), where the fair value based on level 2 valuation techniques was $450.6 million as at 30 June 2023 (2022: $457.0 million);
› the AUD Medium Term Notes of $179.2 million (2022: $186.9 million), where the fair value based on level 2 valuation techniques was $180.1 million as at 30 June 2023 (2022: $188.1 million).

14. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS

The Group classifies the following financial assets at fair value through profit or loss:

› debt securities that do not qualify for measurement at either amortised cost or fair value through other comprehensive income;
› derivatives, which are mandatorily measured at fair value through profit or loss;
› equity investments for which the entity has not elected to recognise fair value gains and losses through other comprehensive income; and
› investments in structured entities.

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Gains or losses from subsequent re-measurement to fair value at each balance date are recognised in profit or loss.

Financial assets	2023 $000	2022 $000
Current Debt securities 3,961 7,666 Derivative assets (b) 6,203 462 Equity securities 62 60
10,226 8,188
Non-current Investment in structured entities (a) 21,911 26,280 Derivative assets (b) 653 4,948 Equity securities 31,551 30,579
54,115 61,807
Financial liabilities Current Derivative liabilities (b) 6,558 5,135
6,558 5,135
Non-current Derivative liabilities (b) 469,748 230,831
469,748 230,831

(a) Investment in structured entities

Non-current financial assets include $21.9 million of investments in unconsolidated structured entities (2022: $26.3 million). An overseas subsidiary of the Group occasionally sells economic benefits and obligations associated with mortgage servicing rights to unconsolidated structured entities while retaining a 20% interest in these entities. An unaffiliated third party, which owns 80% of the structured entities as asset manager, provides investment opportunities to investors and is considered a sponsor of these entities. The overseas subsidiary of the Group continues to service the loans associated with the mortgage servicing rights sold to the structured entities and receives compensation for providing such services.

The structured entities are designed to hold assets that will generate cash flows for their investors. The acquisition of these assets is fully funded at inception and future financial support is not expected to be required. As there is no obligation to provide further funding, the exposure to loss from the Group’s interest in the structured entities is limited to the carrying amount of the investment.

99 | COMPUTERSHARE | ANNUAL REPORT | 2023

(b) Derivative financial instruments

The Group uses derivative financial instruments to manage specifically identified interest rate and foreign currency risks. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at each balance date. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain financial instruments, including derivatives, as either hedges of net investments in a foreign operation; hedges of firm commitments or highly probable forecast transactions (cash flow hedges); or fair value hedges. Refer to note 12 for further information on the Group’s hedging instruments.

	2023 $000	2022 $000
Derivative assets Current 6,203 462 Non-current 653 4,948
6,856 5,410
Derivative assets – current and non-current Fair values of interest rate derivatives designated as cash flow hedges 653 4,948 Fair values of cross currency derivatives designated as hedge of net investment 2,516 414 Fair value of derivatives for which hedge accounting has not been applied 3,687 48
Total derivative assets 6,856 5,410
Derivative liabilities Current 6,558 5,135 Non-current 469,748 230,831
476,306 235,966
Derivative liabilities – current and non-current Fair values of interest rate derivatives designated as fair value hedges 121,147 81,229 Fair values of interest rate derivatives designated as cash flow hedges 221,157 9,310 Fair values of cross currency derivatives designated as hedge of net investment - 5,135 Fair values of cross currency derivatives designated as cash flow hedges 76,599 94,401 Fair values of cross currency derivatives designated as fair value hedges 54,341 45,891 Fair value of derivatives for which hedge accounting has not been applied 3,062 -
Total derivative liabilities 476,306 235,966

Effect of IBOR reform

The following derivative instruments referencing USD LIBOR will transition to SOFR once the remaining tenors cease.

Derivative instruments	Notional amount $000	Carrying amount asset $000	Carrying amount liability $000
Interest rate caps 712,593 3,097 3,062

The above derivative instruments are not in hedging relationships. Refer to Note 12 for details of transition in relation to IBOR reform (Note 12 includes derivatives in hedging relationships).

Key estimates and judgements

The fair value of financial instruments that are not traded in an active market (for example, derivative financial instruments) is determined using valuation techniques. The Group uses its judgement to select a variety of methods and makes assumptions that are based on market conditions existing as at each reporting date. The fair value of both cross-currency and interest rate derivatives is calculated as the present value of the estimated future cash flows. For more information on valuation methods utilised please refer to note 13(e).

100

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

15. BORROWINGS

Borrowings are initially recognised at fair value and are subsequently measured at amortised cost unless designated in a fair value hedge relationship. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the borrowing period using the effective interest method. Borrowings are classified as current liabilities unless the Group has a legal right to defer settlement of the liability for at least 12 months after the balance sheet date.

	2023 $000	2022 $000
Current Bank loans (SLS non-recourse advance facility) (a) 88,384 171,687 Revolving syndicated bank facilities (b) 289,000 385,348 Other bank loans (c) - 2,296 USD Senior Notes (d) 216,480 -
593,864 559,331
Non-current Bank loans (SLS non-recourse advance facility) (a) 97,874 17,332 Revolving syndicated bank facilities (b) 448,571 361,191 USD Senior Notes (d) 534,885 787,546 Euro Medium Term Note (EMTN) (e) 503,495 490,023 Australian Medium Term Note (AMTN) (f) 179,178 186,928
1,764,003 1,843,020

(a) The borrowings of the overseas subsidiary engaged in mortgage servicing activities are secured against the loan servicing advances without recourse to the Group.

(b) The consolidated entity maintains revolving syndicated facilities. The first facility is a USD only facility of $500.0 million maturing on 30 June 2024. The second facility is a multi-currency facility of $500 million maturing on 29 September 2025, which was refinanced during the year.

The consolidated entity maintained a bilateral debt facility of $50.0 million as at 30 June 2022, this was repaid and cancelled during the year.

The revolving syndicated facilities were drawn to an equivalent of $739.5 million at 30 June 2023. The facilities are subject to negative pledge undertakings and impose certain covenants upon the consolidated entity. The Group has complied with the negative pledge undertakings and covenants imposed on it for the year ended 30 June 2023.

(c) Other bank loans include a warehouse facility held by an overseas subsidiary engaged in mortgage servicing activities.

(d) On 9 February 2012, Computershare Investor Services Inc., a controlled entity, issued 62 notes in the United States with a total value of $550.0 million. These notes were for tenors of six, seven, ten and twelve years. The ten-year notes with a total value of $220.0 million and the six and seven-year notes with a total value of $110.0 million were repaid during prior periods.

On 20 November 2018, Computershare US Inc. issued 24 notes in the United States with a total value of $550.0 million. These notes were for a tenor of seven and ten years. Fixed interest is paid on all the issued notes on a semi-annual basis.

The Group uses interest rate derivatives to manage the fixed interest exposure. The following table provides a reconciliation of the USD Senior Notes.

	2023 $000	2022 $000
USD Senior Notes Reconciliation USD Senior Notes at cost 770,000 770,000 Unamortised fair value adjustments – discontinued hedge relationship1 46,067 61,040 Fair value adjustments (64,702) (43,494)
Total net debt 751,365 787,546 Interest rate derivative – fair value hedge 65,126 44,448
Total 816,491 831,994

1 In a prior financial period, the Group disposed of interest rate derivatives hedging the USD Senior Notes. As a result, the hedge relationship was discontinued and the USD Senior notes ceased to be adjusted for changes in fair value. The fair value adjustment is amortised to interest expense in the income statement, on an effective interest basis, over the remaining term of the USD Senior Notes.

101 | COMPUTERSHARE | ANNUAL REPORT | 2023

Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the USD Senior Notes. Hedged USD Senior Notes amounted to $770.0 million as at 30 June 2023 (2022: $770.0 million).

The gain or loss from re-measuring the hedging instruments (interest rate derivatives) at fair value is recognised immediately in the statement of comprehensive income along with the change in fair value of the underlying hedged item (USD Senior Notes). The fair value adjustment of the hedged USD Senior Notes reflects the valuation change due to lower market interest rates at balance sheet date for the term until maturity. The change is offset by the fair value of interest rate derivatives used to effectively convert the USD fixed interest rate notes to floating interest rates. The conversion to floating interest rate using derivatives provides a hedge against the Group’s USD interest rate risk exposure.

(e) On 7 October 2021, Computershare US Inc. issued Euro Medium Term Notes with a total value of EUR 500.0 million, to replace the Wells Fargo acquisition bridge facility and meet the upcoming US Private Placement maturity. These notes are for a tenor of 10 years. Fixed interest is paid on all the issued notes on an annual basis.

The Group uses cross currency interest rate derivatives to manage the fixed interest and foreign exchange exposure. The following table provides a reconciliation of the Euro Medium Term Notes.

table provides a reconciliation of the Euro Medium Term Notes.
	2023 $000	2022 $000
Euro Medium Term Notes Reconciliation EMTN at cost 543,275 522,250 Fair value adjustments (39,780) (32,227)
Total net debt 503,495 490,023 Cross currency interest rate derivatives – fair value hedge (Note 12) 36,023 27,587
Total 539,518 517,610

Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the EMTN. Hedged EMTN amounted to $543.3 million as at 30 June 2023 (FY22: $522.3 million).

(f) On 30 November 2021, Computershare US Inc. issued Australian Medium Term Notes with a total value of AUD 300 million. These notes are for a tenor of 6 years. Fixed interest is paid on all the issued notes on a semi-annual basis.

The Group uses cross currency interest rate derivatives to manage the fixed interest and foreign exchange exposure. The following table provides a reconciliation of the Australian Medium Term Notes.

Australian Medium Term Notes Reconciliation
AMTN at cost	198,555	206,475
Fair value adjustments	(19,377)	(19,547)
Total net debt	179,178	186,928
Cross currency interest rate derivatives – fair value hedge (Note 12)	18,138	18,303
Total	197,316	205,231

Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the AMTN. Hedged AMTN amounted to $198.6 million as at 30 June 2023 (FY22: $206.5 million).

IBOR reform

During the financial year ended 30 June 2023, the Group transitioned long-term debt relationships subject to mandatory IBOR reform to alternate reference rates (ARRs). The Group has applied amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16 Interest Rate Benchmark Reform – Phase 2.

‘Phase 2’ of the amendments requires that, for financial instruments measured using amortised cost measurement, changes to the basis for determining the contractual cash flows required by interest rate benchmark reform are reflected by adjusting their effective interest rate. No immediate gain or loss is recognised. These expedients are only applicable to changes that are required by interest rate benchmark reform, which is the case if, and only if, the change is necessary as a direct consequence of interest rate benchmark reform and the new basis for determining the contractual cash flows is economically equivalent to the previous basis (that is, the basis immediately preceding the change).

Where some or all of a change in the basis for determining the contractual cash flows of a financial asset and liability does not meet the above criteria, the above practical expedient is first applied to the changes required by interest rate benchmark reform, including updating the instrument’s effective interest rate. Any additional changes are accounted for in the normal way (that is, assessed for modification or derecognition, with the resulting modification gain/loss recognised immediately in profit or loss where the instrument is not derecognised).

For the year ended 30 June 2023, the Group has applied the practical expedients provided under ‘Phase 2’ amendments to $399.0 million of its borrowings.

102

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

16. RECEIVABLES

16. RECEIVABLES
	2023 $000	2022 $000
Current Trade receivables 232,314 224,780 Unbilled receivables 116,376 161,120 Interest and margin income receivable 116,840 51,998 Less: allowance for expected credit losses (13,603) (17,297)
451,927 420,601 Contingent consideration receivable 5,570 - Other non-trade amounts 61,918 60,580
519,415 481,181
Non-current Deferred consideration receivable 50,000 - Contingent consideration receivable 40,504 - Other 2,792 171
93,296 171

Trade and unbilled receivables

Trade receivables and unbilled receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, net of allowances for expected credit losses. Trade receivables generally have settlement terms of 30 days and are therefore classified as current. The right to receive consideration is unconditional.

Other receivables

Included within other receivables is $50 million receivable on the Seller Note financing, provided on the sale of the KCC business. The Seller Note is recognised at its fair value, representing the estimated discounted future cash flows receivable over its expected life. The Seller Note is carried at amortised cost, which is made up of the transaction price plus interest accrued, less any principal repayments. Interest income is calculated using the effective interest method over the expected life of the Note.

In addition, a receivable for contingent consideration of $37.8 million is included, which represents the present value of the Group’s estimate of the probability-weighted discounted cash inflows that will be received, subject to targets within the sale contract being achieved by the acquirer over the four calendar years to 31 December 2026. As at 30 June 2023, there have been no changes in the estimate of the probable cash inflow. Future changes in such estimates, including unwinding of the discount, will be reassessed at the end of each reporting period and recorded in profit or loss.

The remaining contingent consideration of $8.3 million relates to other receivables, which are recognised based on the Group’s estimate of the probability-weighted discounted cash inflows over the next two years.

Impairment

The Group applies the simplified approach to measure Expected Credit losses (ECLs), which uses a lifetime expected loss allowance for all trade and unbilled receivables. To measure the expected credit losses, trade and unbilled receivables have been grouped based on shared credit risk characteristics and days past due. The Group has established a provision matrix that is based on the payment profile of customers and the corresponding historical credit loss experience, adjusted for current and forward-looking factors specific to the debtors and the economic environment.

Trade and unbilled receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst other things, a finalisation of formal liquidation or other proceedings. A loss allowance has not been recognised in respect of other non-trade amounts, due to the nature of the receivables and counterparties as well as historical experience.

103 | COMPUTERSHARE | ANNUAL REPORT | 2023

An analysis of trade and unbilled receivables and the associated allowance for expected credit losses is as follows:

	Trade and unbilled receivables 2023 $000 2022 $000	Loss allowance 2023 $000 2022 $000	Net receivables 2023 $000 2022 $000
Current 327,782 329,200 (946) (4,400) 326,836 324,800 Less than 30 days overdue 68,651 41,420 (408) (419) 68,243 41,001 Between 30 and 60 days overdue 23,342 27,658 (497) (581) 22,845 27,077 Between 60 and 90 days overdue 11,503 7,843 (745) (602) 10,758 7,241 Between 90 and 120 days overdue 5,729 9,633 (735) (1,347) 4,994 8,286 More than 120 days overdue 28,524 22,144 (10,273) (9,948) 18,251 12,196
Total 465,531 437,898 (13,604) (17,297) 451,927 420,601

Key estimates and judgements

The fair value of contingent consideration on the sale of KCC business is determined using estimate of the probability of targets within the sale contract being achieved by the acquirer to derive estimate of future cash flows. The Group uses its judgement to estimate the probability of targets being achieved and makes assumptions that are based on market conditions existing as at each reporting date. The fair value of the contingent consideration is calculated as the present value of the estimated future cash flows.

Movement in the allowance for expected credit losses is as follows:

Movement in the allowance for expected credit losses is as follows:
Loss allowance	2023 $000	2022 $000
Opening balance at 1 July (17,297) (15,273) (Increase)/decrease in loss allowance recognised in profit or loss during the year (3,070) (3,414) Receivables written off during the year as uncollectible 1,199 2,741 Acquisition of entities and businesses - (1,823) Disposal of entities1 5,556 - Currency translation differences 8 472
Closing balance at 30 June (13,604) (17,297)

1 KCC entities and CMC Funding Inc.

No impairment losses have been recognised in the statement of comprehensive income relating to other receivables during the year ended 30 June 2023 (2022: $nil).

17. LOAN SERVICING ADVANCES

	2023 $000	2022 $000
Current Loan servicing advances 318,727 296,118

Loan servicing advances are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

An overseas subsidiary performing loan servicing activities regularly makes payments on behalf of mortgagors related to taxes, insurance, principal and interest. The receivable represents the total value of these payments yet to be recovered. In general, the overseas subsidiary is reimbursed for advances from collections from the relevant pool of mortgages. In the event that pool level collections are not adequate for full reimbursement, the outstanding advances receive priority over any other liability from the proceeds from the liquidation of the property. Although it takes longer than 12 months for a portion of the loan servicing receivables to be collected, all servicing advances are classified as current. This reflects the fact that collections occur within the normal operating cycle of the overseas subsidiary.

104

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Impairment

The Group applies the AASB 9 general approach to measuring expected credit losses on loan servicing advances. The loss allowance is based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the historical losses, existing market conditions, expectations of future advances and recoverability of outstanding advances from liquidation of the underlying property. There has not been a significant increase in credit risk in respect of this balance at 30 June 2023.

Movement in the allowance for expected credit losses for is as follows:

	2023 $000	2022 $000
Loss allowance Opening balance at 1 July 3,876 2,318 Acquisition of entities and businesses - 1,585 Increase in loss allowance recognised in profit or loss during the year 291 417 Amounts written off as uncollectible (487) (444)
Closing balance at 30 June 3,680 3,876

18. OTHER FINANCIAL ASSETS

18. OTHER FINANCIAL ASSETS
Current
Client deposits1	91,973	74,396
Broker deposits2	7,000	9,726
	98,973	84,122

1 A subsidiary located in Switzerland is a registered broker-dealer and custodian of clients’ assets. Client monies it manages as part of providing plan managers services meet criteria for on-balance sheet recognition as other financial assets, together with a corresponding liability (note 23).

2 A subsidiary located in Canada is a licensed deposit taker. This subsidiary accepts deposits in its own name, and records these funds as other financial assets together with a corresponding liability (note 23). The deposits are insured through a local regulatory authority.

Client and broker deposits are recognised initially at fair value and subsequently measured at amortised cost.

19. INVENTORIES

Raw materials and stores, at cost 6,310 5,263

Inventories are valued at the lower of cost and net realisable value. Cost is assigned on a first-in first-out basis. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs to sell.

20. OTHER ASSETS

20. OTHER ASSETS
Current
Set-up fees	1,615	745
Other	7,849	2,108
	9,464	2,853
Non-current
Set-up fees	649	630
	649	630

Set-up fees

Where upfront client fees have been deferred and the related implementation costs can be measured reliably, they are capitalised and amortised straight-line over the same period. In the year ended 30 June 2023, amortisation of $1.8 million (2022: $1.9 million) was recognised in the statement of comprehensive income relating to capitalised set-up fees.

105 | COMPUTERSHARE | ANNUAL REPORT | 2023

21. PROPERTY, PLANT AND EQUIPMENT

	Land $000	Buildings $000	Plant and Equipment $000	Fixtures and Fittings $000	Leasehold improve- ments $000	Total $000
At 1 July 2022 Opening net book amount 7,416 37,716 59,335 5,353 24,387 134,207 Additions - 355 27,884 1,597 12,055 41,891 Impairment charge (630) - (19) (59) (206) (914) Disposals - - (586) (9) (637) (1,232) Depreciation charge - (1,672) (27,114) (1,598) (5,451) (35,835) Currency translation differences 324 836 20 148 (462) 866 Transfers and other1 604 (63) 606 1,942 (1,806) 1,283
Closing net book amount 7,714 37,172 60,126 7,374 27,880 140,266
Cost 7,714 52,802 266,577 31,536 61,923 420,552 Accumulated depreciation - (15,630) (206,451) (24,162) (34,043) (280,286)
At 30 June 2023 7,714 37,172 60,126 7,374 27,880 140,266
At 1 July 2021 Opening net book amount 9,188 26,532 47,235 6,569 13,147 102,671 Acquisition of entities and businesses - 15,680 - 829 1,631 18,140 Additions - 321 37,300 197 13,390 51,208 Disposals - - (231) (307) (641) (1,179) Depreciation charge - (1,650) (22,916) (1,364) (2,555) (28,485) Currency translation differences (1,142) (3,167) (2,034) (512) (379) (7,234) Transfers and other2 (630) - (19) (59) (206) (914)
Closing net book amount 7,416 37,716 59,335 5,353 24,387 134,207
Cost 7,416 51,098 275,245 30,986 58,203 422,948 Accumulated depreciation - (13,382) (215,910) (25,633) (33,816) (288,741)
At 30 June 2022 7,416 37,716 59,335 5,353 24,387 134,207

1 Includes $0.9 million of land and related property, plant and equipment no longer classified as held for sale as at 30 June 2023.

2 Includes $(0.9) million of land and related property, plant and equipment re-classified as held for sale as at 30 June 2022.

Property, plant and equipment are stated at historical costs less accumulated depreciation and impairment. Cost includes the purchase price and expenditure that is directly attributable to bringing the asset to the location and condition necessary for its intended use.

Depreciation

Items of property, plant and equipment excluding freehold land are depreciated on a straight line basis over their estimated useful life. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Depreciation expense has been determined based on the following typical rates of depreciation:

› Buildings (2.5% per annum)
› Plant and equipment (10% to 50% per annum)
› Fixtures and fittings (13% to 50% per annum)

Leasehold improvements are depreciated over the shorter of the useful life of the improvements or the term of the lease.

106

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

22. LEASES

The Group leases various properties, computer equipment, motor vehicles and other items of plant and equipment. Leases vary in contract term, with renewal at the option of the Group. The Group’s leases mainly relate to property.

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

Amounts recognised in the statement of financial position:

Amounts recognised in the statement of financial position:
Right-of-use assets	2023 $000	2022 $000
Buildings 132,350 153,585 Plant and Equipment 12,670 16,517 Motor Vehicles 679 619
Total 145,699 170,721 Lease Liabilities Current 35,934 40,703 Non-current 140,213 162,145
176,147 202,848

Additions to the right-of-use assets during the year were $33.9 million (2022: $21.6 million), $17.3 million was as a result of modifications existing leases held by the Group.

Right-of-use assets are measured at cost comprising the following:

› the amount of the initial measurement of lease liability;
› any lease payments made at or before the commencement date less any lease incentives received;
› any initial direct costs; and
› restoration costs.

The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

Lease liabilities include the net present value of the following lease payments:

› fixed payments, less any lease incentives receivable;
› variable lease payments that depend on an index or rate;
› any amounts expected to be payable under residual value guarantees;
› the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
› payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Lease liabilities are subsequently measured at amortised cost using the effective interest rate method. When there is a change in lease term or a change in future lease payments, lease liabilities are remeasured, with a corresponding adjustment to lease assets.

Amounts recognised in the Profit or Loss related to lease activities

Profit before tax includes the following amounts related to leases:

	2023 $000	2022 $000
Depreciation of leased buildings 34,820 36,802 Depreciation of leased plant and equipment 4,944 5,402 Depreciation of leased motor vehicles 289 312 Total depreciation of right-of-use assets 40,053 42,516
Interest expense on lease liabilities 6,403 7,825 Expenses related to short term and low value leases 214 1,193

107 | COMPUTERSHARE | ANNUAL REPORT | 2023

Short-term and low-value leases

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets largely comprise IT equipment and small items of office furniture.

Commitments for leases not yet commenced

As at 30 June 2023 the Group had $0.9 million committed leases which had not yet commenced (30 June 2022: nil).

Extension and termination options

Extension and termination options are included in a number of leases across the Group. In determining the lease term, management considers all the facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

The total potential future lease payments (undiscounted) that have not been included in the lease liability, because it is not reasonably certain that the leases will be extended (or not terminated), is summarised as follows:

Undiscounted potential future lease payments	Greater than 5 years $000	Total $000
As at 30 June 2023 2,817 14,695 17,512 As at 30 June 2022 660 15,920 16,580 23. PAYABLES
	2023 $000	2022 $000
Current Trade payables – unsecured 27,275 4,324 Expense accruals 162,535 185,451 Contract liabilities 62,592 67,040 Interest payable 9,369 13,510 GST/VAT payable 24,570 21,394 Broker client deposits (note 18) 98,973 84,122 Employee entitlements 35,577 35,511 Unredeemed childcare vouchers 33,552 45,319 Other payables 89,799 86,998
544,242 543,669
Non-current Contract liabilities 19,130 38,899
19,130 38,899

Trade and other payables

Trade and other payables represent liabilities for those goods and services provided to the Group prior to the end of the financial year that are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

Contract liabilities

A contract liability arises when Computershare has received consideration for performance obligations that have not yet been satisfied, including deferred revenue and upfront fees. Revenue is recognised over the life of the relevant contract term as performance obligations are satisfied.

108

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

24. PROVISIONS

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole.

Provisions are measured at the Group’s best estimate of the expenditure required to settle the present obligation at the reporting date and discounted to present value where the impact of discounting is material. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.

	2023 $000	2022 $000
Current Restructuring 8,532 7,627 Unredeemed voucher provision 14,952 13,942 Acquisitions related 1,005 3,428 Tax related 4,523 3,224 Legal 6,181 5,699 Lease related 5,847 2,707 Other 2,576 974
43,616 37,601
Non-current Employee entitlements 13,765 13,458 Acquisitions related 9,612 9,689
23,377 23,147

Restructuring

Restructuring provisions are recognised when a detailed plan for restructuring has been developed and a valid expectation has been raised with the affected employees that the terminations will be carried out.

Unredeemed vouchers

The unredeemed voucher provision is recognised for the expected usage of unredeemed childcare vouchers over two years old.

Tax related

Tax related provisions relate to potential tax liabilities associated with prior years’ business activities.

Legal

Legal provisions represent cash outflows expected to cover legal claims made against the Group. The status of all claims is monitored on a regular basis.

Lease related

Lease related provisions represent onerous contracts and costs to restore leased premises to their original condition at the end of the respective lease terms.

Acquisitions related

Acquisition related provisions relate to provisions acquired as part of business combinations and are first recognised at the date of acquisition.

109 | COMPUTERSHARE | ANNUAL REPORT | 2023

Employee entitlements

Employee entitlements provision represents long service leave and other employee entitlements. Where payments to the employee are not expected to be settled wholly within 12 months, they are measured as the present value of expected future payments for the services provided by employees up to the reporting date.

Liability for benefits accruing to employees in relation to employee bonuses and annual leave is recognised in payables.

Movements in each class of current provision during the financial year are set out below.

	Restruc- turing $000	Unre- deemed voucher provision $000	Acquisit- ions related $000	Tax related $000	Legal $000	Lease related $000	Other $000	Total $000
Carrying amount at start of year 7,627 13,942 3,428 3,224 5,699 2,707 974 37,601 Additions 8,298 11,191 (42) 1,401 3,790 2,806 246 27,690 Payments (5,803) - (1,945) (102) (2,020) (603) (211) (10,684) Reversals (2,111) (10,742) (457) - (1,288) - (72) (14,670) Liabilities classified as held for sale 539 - - - - 803 1,609 2,951 Foreign exchange movements (18) 561 21 - - 134 30 728
Carrying amount at end of year 8,532 14,952 1,005 4,523 6,181 5,847 2,576 43,616

Movements in each class of non-current provision during the financial year, other than employee entitlements, are set out below.

	Acquisitions related $000	Total $000
Carrying amount at start of year 9,689 9,689 Other (77) (77)
Carrying amount at end of year 9,612 9,612

25. DEFERRED CONSIDERATION

25. DEFERRED CONSIDERATION
	2023 $000	2022 $000
Current Deferred settlements on acquisition of entities 1,084 651
Non-current Deferred settlements on acquisition of entities - 975

Non-current deferred settlements on acquisition of entities are payable in one to two years.

26. MORTGAGE SERVICING RELATED LIABILITIES

Current

Current
Mortgage servicing related liabilities	30,042	34,460
Non-current
Mortgage servicing related liabilities	69,098	97,734

Mortgage servicing related liabilities represent the portion of the economic benefits of mortgage servicing rights that has been transferred to third parties. The liabilities are amortised over the same useful life as the related mortgage servicing rights (note 10).

110

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

27. INTERESTS IN EQUITY

27. INTERESTS IN EQUITY
	Members of the parent entity 2023 $000 2022 $000	Non-controlling interests 2023 $000 2022 $000
Interest in the equity of the consolidated entity: Contributed equity – ordinary shares 519,299 519,299 989 989 Reserves1 (357,335) (138,090)1 (2,787) (2,425) Retained earnings2 1,977,976 1,776,7672 2,840 2,866
Total interests in equity 2,139,940 2,157,976 1,042 1,430

1 The 30 June 2022 reserves balance has been restated, please refer to Note 29 Reserves for further information.

2 The July 2021 opening equity balance was restated to reflect a correction of an immaterial error impacting prior periods which included the recognition of an additional share-based payment expense of $13.4 million in retained earnings and share-based payment reserve, as well as associated tax benefit of $3.3 million in retained earnings.

28. CONTRIBUTED EQUITY

Ordinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders and is classified as equity. Costs directly attributable to the issue of new shares are recognised directly in equity as a deduction, net of tax, from the proceeds.

If the Group reacquires its own equity instruments, for example as the result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity.

Movement in contributed equity	Number of shares	$000
Balance at 1 July 2022 603,729,336 519,299
Balance at 30 June 2023 603,729,336 519,299

111 | COMPUTERSHARE | ANNUAL REPORT | 2023

29. RESERVES

29. RESERVES
	2023 $000	2022 $000
Capital redemption reserve 2 2 Foreign currency translation reserve (151,232) (118,298) Share buy-back reserve - - Cash flow hedge reserve (218,013) (51,236) Cost of hedging reserve 1,711 3,233 Share-based payments reserve 34,900 52,912 Equity related contingent consideration reserve (8,199) (8,199) Transactions with non-controlling interests (16,504) (16,504)
(357,335) (138,090)
Movements during the year: Foreign currency translation reserve Opening balance (118,298) (23,261) Translation of controlled entities (35,559) (61,713) Deferred tax 2,625 (33,324)
Closing balance (151,232) (118,298)
Share buy-back reserve - -
Cash flow hedge reserve Opening balance (51,236) 3,805 Revaluation (263,179) (139,847) Reclassified to profit or loss 25,688 65,512 Tax credit/(expense) 70,714 19,294
Closing balance (218,013) (51,236)
Cost of hedging reserve Opening balance 3,233 - Revaluation (2,036) 4,324 Income tax effect on cashflow hedge 514 (1,091)
Closing balance 1,711 3,233
Share-based payments reserve Opening balance 52,912 50,494 Cash purchase of shares for employee and executive share plans (49,433) (23,698) Share-based payments expense 31,421 26,116
Closing balance 34,900 52,912
Equity related contingent consideration reserve Opening balance (8,199) (8,199)
Closing balance (8,199) (8,199)
Transactions with non-controlling interests Opening balance (16,504) (16,504)
Closing balance (16,504) (16,504)

Nature and purpose of reserves

(a) Foreign currency translation reserve

On consolidation, exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency translation reserve. This amount is the net of gains and losses on hedge transactions and intercompany loans after adjusting for related income tax effects. When a foreign operation is disposed, the associated exchange differences are reclassified to profit or loss as part of the gain or loss on sale.

(b) Share buy‑back reserve

This reserve is used to record the excess value of shares bought over the original amount of subscribed capital. In a prior year, the Group completed a rights issue, which reduced the share buy-back reserve to nil.

112

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(c) Cash flow hedge reserve

This reserve records the portion of the gain or loss on a hedging instrument in a cash flow hedge that is determined to be in an effective hedge relationship.

(d) Cost of hedging reserve

This reserve is used to record costs of hedging which are excluded from the hedge relationships and accounted for in a separate equity reserve.

(e) Share‑based payments reserve

The share-based payments reserve is used to recognise the fair value of shares which will vest to employees under employee and executive share plans. This reserve is also used to record cash purchase of shares for employee share plans.

(f) Equity related contingent consideration reserve

This reserve is used to reflect deferred consideration for acquisitions which is payable through the issue of parent entity equity instruments.

(g) Transactions with non‑controlling interests

This reserve is used to record the differences which may arise as a result of transactions with non-controlling interests that do not result in a loss of control.

Prior period restatements:

1 The July 2021 opening equity balance was restated to reflect a correction of an immaterial error impacting prior periods which included the recognition of an additional share-based payment expense of $13.4 million in retained earnings and share-based payment reserve, as well as associated tax benefit of $3.3 million in retained earnings.
2 The 30 June 2022 deferred tax asset and the tax impact related to foreign currency translation reserve balance have been restated by $38.4 million as an incorrect tax base was used in determining a temporary difference associated with instruments used in a net investment hedge.

The following amounts have been restated:

	2022 $000	Increase/ (Decrease) $000	2022 Restated $000
Statement of Comprehensive Income Total comprehensive income for the year attributable to: Members of Computershare Limited 119,211 (38,397) 80,814 Non-controlling interests (241) - (241)
118,970 (38,397) 80,573
Statement of Financial Position Non-Current Assets
Deferred tax assets 172,811 (35,059) 137,752
Total non-current assets 4,085,454 (35,059) 4,050,395
Total assets 6,093,359 (35,059) 6,058,300
Equity Reserves (113,082) (25,008) (138,090) Retained earnings 1,786,818 (10,051) 1,776,767
Total parent entity interest 2,193,035 (35,059) 2,157,976
Total equity 2,194,465 (35,059) 2,159,406

113 | COMPUTERSHARE | ANNUAL REPORT | 2023

30. RETAINED EARNINGS AND DIVIDENDS

30. RETAINED EARNINGS AND DIVIDENDS
	2023 $000	20221 $000
Retained earnings Retained earnings at the beginning of the financial year 1,776,767 1,755,361 Ordinary dividends provided for or paid (243,535) (206,253) Net profit attributable to members of Computershare Limited 444,744 227,659
Retained earnings at the end of the financial year 1,977,976 1,776,767

1 The July 2021 retained earnings balance was restated to reflect a correction of an immaterial error impacting prior periods which included the recognition of an additional share-based payment expense of $13.4 million in retained earnings and associated tax benefit of $3.3 million in retained earnings. Refer to note 29 Reserves for further information.

Dividends
Ordinary
Final dividend paid during the financial year in respect of the previous year, AUD 30 cents per share unfranked	122,484	100,934
(2022 – AUD 23 cents per share franked to 60%)
Interim dividend paid in respect of the current financial year, AUD 30 cents per share unfranked	121,051	105,319
(2022 – AUD 24 cents per share franked to 40%)

Dividend franking account
Franking credits available for subsequent financial years based on a tax rate of 30%	10,265	1,830

The above amounts are calculated from the balance of the franking account as at the end of the reporting period, adjusted for franking credits and debits that will arise from the settlement of liabilities or receivables for income tax after the end of the year.

114

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31. DETAILS OF CONTROLLED ENTITIES

The financial year-end of all controlled entities is 30 June with the exception of Computershare Canada Inc and its controlled entities, Computershare Hong Kong Investor Services Limited and its controlled entities and Computershare International Information Consultancy Services (Beijing) Company Ltd due to local statutory reporting requirements. These entities prepare results on a 30 June year end basis for consolidation purposes. Voting power is in accordance with the ownership interest held unless otherwise stated.

The consolidated financial statements as at 30 June 2023 include the following controlled entities:

Name of controlled entity	Place of incorporation	Percentage of shares held June 2023 % June 2022 %
Computershare Limited Australia (2) - - A.C.N. 080 903 957 Pty Ltd Australia (1)(2) 100 100 A.C.N. 081 035 752 Pty Ltd Australia (1)(2) 100 100 A.C.N. 617 889 424 Pty Limited Australia (1)(4) - 100 A.C.N. 618 089 688 Pty Limited Australia (1)(4) - 100 CDS International Pty Limited Australia (1)(2) 100 100 Communication Services Australia Pty Limited Australia (1)(2) 100 100 Computershare Clearing Pty Limited Australia (1) 100 100 Computershare Communication Services Pty Limited Australia (1)(2) 100 100 Computershare Dealing Services Pty Ltd Australia (1) 100 100 Computershare Depositary Pty Limited Australia (1) 100 100 Computershare Finance Company Pty Limited Australia (1)(2) 100 100 Computershare Investor Services Pty Limited Australia (1)(2) 100 100 Computershare Plan Co Pty Ltd Australia (1) 100 100 Computershare Plan Managers Pty Ltd Australia (1) 100 100 Computershare Technology Services Pty Ltd Australia (1)(2) 100 100 Computershare Utility Services Pty Ltd Australia (1)(2) 100 100 CPU Share Plans Pty Limited Australia (1) 100 100 CRS Custodian Pty Ltd Australia (1) 100 100 Financial Market Software Consultants Pty Ltd Australia (1) 100 100 Georgeson Shareholder Communications Australia Pty. Ltd. Australia (1) 100 100 Global eDelivery Group Pty Ltd Australia (1) 100 100 Obadele Pty Ltd Australia (1)(2) 100 100 Q M Industries (N.S.W.) Pty. Ltd. Australia (1) 100 100 Registrars Holding Pty Ltd Australia (1)(2) 100 100 Sepon (Australia) Pty. Limited Australia (1) 100 100 Source One Communications Australia Pty Ltd Australia (1) 100 100 Switchwise Pty Ltd Australia (1) 100 100 Computershare Investor Services (Bermuda) Limited Bermuda (1) 100 100 Computershare Investor Services (BVI) Limited British Virgin Islands (1) 100 100 Computershare Canada Inc. Canada (1) 100 100 Computershare Governance Services Ltd. Canada (1) 100 100 Computershare Investments (Canada) (Holdings) ULC Canada (1) 100 100 Computershare Investments (Canada) (No.1) ULC Canada (1) 100 100 Computershare Investments (Canada) (No.3) ULC Canada (1) 100 100 Computershare Investments (Canada) (No.4) ULC Canada (1) 100 100 Computershare Investor Services Inc. Canada (1) 100 100 Computershare Services Canada Inc. Canada (1) 100 100 Computershare Technology Services Inc. Canada (1) 100 100 Computershare Trust Company of Canada Canada (1) 100 100 Georgeson Shareholder Communications Canada Inc. Canada (1) 100 100 RicePoint Administration Inc. Canada (1)(4) - 100 SyncBASE Inc. Canada (1) 100 100 Computershare Investor Services (Cayman) Limited Cayman Islands (1) 100 100 Computershare International Information Consultancy Services (Beijing) Company Limited China (1) 100 100

115 | COMPUTERSHARE | ANNUAL REPORT | 2023

Name of controlled entity	Place of incorporation	Percentage of shares held June 2023 % June 2022 %
Computershare A/S Denmark (1) 100 100 Georgeson Shareholder SAS France (1 )(5) 100 100 Computershare Communication Services GmbH Germany (1) 100 100 Computershare Deutschland GmbH & Co. KG Germany (1) 100 100 Computershare Governance Services GmbH Germany (1) 100 100 Computershare Verwaltungs GmbH Germany (1) 100 100 Equatex Deutschland GmbH Germany (1)(4) - 100 Computershare Investor Services (Guernsey) Limited Guernsey (1) 100 100 Computershare Asia Limited Hong Kong (1) 100 100 Computershare Hong Kong Development Limited Hong Kong (1) 100 100 Computershare Hong Kong Investor Services Limited Hong Kong (1) 100 100 Computershare Hong Kong Nominees Limited Hong Kong (1) 100 100 Computershare Hong Kong Trustees Limited Hong Kong (1) 100 100 Computershare Investor Services Limited Hong Kong (1) 100 100 Hong Kong Registrars Limited Hong Kong (1) 100 100 Computershare Business Support Services Private Limited India (1)(3) 100 - Computershare Governance Services Limited Ireland (1) 100 100 Computershare Investor Services (Ireland) Limited Ireland (1) 100 100 Computershare Services Nominees (Ireland) Limited Ireland (1) 100 100 Computershare Nominees (Ireland) Limited Ireland (1) 100 100 Computershare Trustees (Ireland) Limited Ireland (1) 100 100 Specialist Mortgage Services Ireland Limited Ireland (1)(4) - 100 Computershare Italy S.r.l. Italy (1) 100 100 Computershare S.p.A. Italy (1 )(5) 100 100 Georgeson S.r.l. Italy (1) 100 100 Proxitalia S.r.l. Italy (1) 100 100 Computershare Company Secretarial Services (Jersey) Limited Jersey (1) 100 100 Computershare DR Nominees Limited Jersey (1) 100 100 Computershare Investor Services (Jersey) Limited Jersey (1) 100 100 Computershare Nominees (Channel Islands) Limited Jersey (1) 100 100 Computershare Offshore Services Limited Jersey (1) 100 100 Computershare Treasury Services Limited Jersey (1) 100 100 Computershare Trustees (C.I.) Limited Jersey (1) 100 100 Computershare Trustees (Jersey) Limited Jersey (1) 100 100 EES Nominees International Limited Jersey (1) 100 100 Computershare Netherlands B.V. Netherlands (1) 100 100 Computershare Investor Services Limited New Zealand (1) 100 100 Computershare Nominees NZ Limited New Zealand (1) 100 100 ConnectNow New Zealand Limited New Zealand (1) 100 100 CRS Nominees Limited New Zealand (1) 100 100 Equatex Employee Services AS Norway (1) 100 100 Equatex Norway AS Norway (1) 100 100 Equatex Poland Sp. Z.o.o. Poland (1) 100 100 CIS Company Secretaries (Pty) Ltd South Africa (1) 74 74 Computershare (Pty) Ltd South Africa (1) 74 74 Computershare Investor Services (Pty) Ltd South Africa (1)x 74 74 Computershare Nominees (Pty) Ltd South Africa (1) 74 74 Computershare Outsourcing (Pty) Ltd South Africa (1) 74 74 Computershare South Africa (Pty) Ltd South Africa (1) 74 74 Computershare TR Services (Pty) Ltd South Africa (1) 74 74 Minu (Pty) Ltd South Africa (1) 74 74 Georgeson S.L Spain (1) 100 100 Computershare AB Sweden (1) 100 100 Computershare Schweiz AG Switzerland (1) 100 100

116

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Name of controlled entity	Place of incorporation	Percentage of shares held June 2023 % June 2022 %
Computershare Technology Services AG Switzerland (1) 100 100 Equatex AG Switzerland (1) 100 100 Equatex Group Holding AG Switzerland (1) 100 100 Baseline Capital Limited United Kingdom (1) 100 100 Computershare Company Nominees Limited United Kingdom (1) 100 100 Computershare Company Secretarial Services Limited United Kingdom (1) 100 100 Computershare Global Technology Services Limited United Kingdom (1) 100 100 Computershare Governance Services (UK) Limited United Kingdom (1) 100 100 Computershare Investments (UK) (No.3) Limited United Kingdom (1) 100 100 Computershare Investments (UK) (No.7) Limited United Kingdom (1) 100 100 Computershare Investments (UK) (No.8) Limited United Kingdom (1) 100 100 Computershare Investments (UK) Limited United Kingdom (1) 100 100 Computershare Investor Services Plc United Kingdom (1) 100 100 Computershare IP (UK) Limited United Kingdom (1) 100 100 Computershare Limited United Kingdom (1) 100 100 Computershare Mortgage Services Limited United Kingdom (1) 100 100 Computershare Regional Services Limited United Kingdom (1) 100 100 Computershare Services Limited United Kingdom (1) 100 100 Computershare Services Nominees Limited United Kingdom (1) 100 100 Computershare Technology Services (UK) Limited United Kingdom (1) 100 100 Computershare Trustees Limited United Kingdom (1) 100 100 Computershare Voucher Services Limited United Kingdom (1) 100 100 Credit Advisory Services Limited United Kingdom (1) 100 100 DPS Trustees Limited United Kingdom (1) 100 100 EES Capital Trustees Limited United Kingdom (1) 100 100 EES Corporate Trustees Limited United Kingdom (1) 100 100 EES Trustees Limited United Kingdom (1) 100 100 Equatex UK Ltd United Kingdom (1) 100 100 Equatex UK Nominee Ltd United Kingdom (1) 100 100 Homeloan Management Limited United Kingdom (1) 100 100 Rosolite Mortgages Limited United Kingdom (1) 100 100 Siberite Mortgages Limited United Kingdom (1) 100 100 Topaz Finance Limited United Kingdom (1) 100 100 Administar Services Group LLC United States of America (1)(4) - 100 Capital Markets Cooperative, LLC United States of America (1) 100 100 Capital Markets Holdings, Inc. United States of America (1) 100 100 CMC Funding, Inc. United States of America (1),(4) - 100 Computershare Asset Management LLC United States of America (1) 100 100 Computershare Communication Services Inc. United States of America (1) 100 100 Computershare Delaware Trust Company United States of America (1) 100 100 Computershare Governance Services Inc. United States of America (1) 100 100 Computershare Holdings Inc. United States of America (1) 100 100 Computershare Inc. United States of America (1) 100 100 Computershare Mortgage Services Inc. United States of America (1) 100 100 Computershare Property Solutions LLC United States of America (1) 100 100 Computershare Technology Services, Inc. United States of America (1) 100 100 Computershare Title Services LLC United States of America (1) 100 100 Computershare Trust Company, N.A. United States of America (1) 100 100 Computershare US Inc. United States of America (1) 100 100 Computershare US Investments LLC United States of America (1) 100 100 Computershare US Services Inc. United States of America (1) 100 100 Computershare Valuation Services LLC United States of America (1) 100 100 Credit Risk Holdings, LLC United States of America (1) 100 100 Credit Risk Solutions LLC United States of America (1)(4) - 100

117 | COMPUTERSHARE | ANNUAL REPORT | 2023

Name of controlled entity	Place of incorporation	Percentage of shares held June 2023 % June 2022 %
Data Point Analysis Group, LLC United States of America (1)(4) - 100 Georgeson LLC United States of America (1) 100 100 Georgeson Securities Corporation United States of America (1) 100 100 Gilardi & Co., LLC United States of America (1)(4) - 100 Gilco LLC United States of America (1)(4) - 100 GTU Ops Inc. United States of America (1) 100 100 HELOC Funding II Trust United States of America (1) 100 100 KCC Class Action Services LLC United States of America (1)(4) - 100 Kurtzman Carson Consultants Inc. United States of America (1)(4) - 100 Kurtzman Carson Consultants, LLC United States of America (1)(4) - 100 LenderLive Financial Services, LLC United States of America (1) 100 100 LenderLive Network, LLC United States of America (1) 100 100 MSR Robin Advances (Depositor) LLC United States of America (1) 100 100 MSR Robin Advances Issuer Trust United States of America (1) 100 100 RCNG LLC United States of America (1) 100 100 Rosenthal & Company, LLC United States of America (1)(4) - 100 Settlement Recovery Group LLC United States of America (1)(4) - 100 SLS Funding III LLC United States of America (1) 100 100 SLS Investco LLC United States of America (1) 100 100 SLS SAF Depositor LLC United States of America (1) 100 100 SLS SAF Issuing Trust United States of America (1) 100 100 SLS Servicer Advance Revolving Trust 1 United States of America (1) 100 100 Specialized Loan Servicing Holdings LLC United States of America (1) 100 100 Specialized Loan Servicing LLC United States of America (1) 100 100 Verbatim LLC United States of America (1) 100 100 Corporate Creations Florida LLC United States of America (1) 100 100 Corporate Creations Louisiana LLC United States of America (1)(4) - 100 Corporate Creations Management LLC United States of America (1) 100 100 Corporate Creations Mississippi LLC United States of America (1) 100 100 Corporate Creations Network Inc. [Arkansas] United States of America (1) 100 100 Corporate Creations Network Inc. [California] United States of America (1) 100 100 Corporate Creations Network Inc. [Florida] United States of America (1) 100 100 Corporate Creations Network Inc. [Hawaii] United States of America (1) 100 100 Corporate Creations Network Inc. [Kansas] United States of America (1) 100 100 Corporate Creations Network Inc. [Maryland] United States of America (1) 100 100 Corporate Creations Network Inc. [Oklahoma] United States of America (1) 100 100 Corporate Creations New Mexico Inc. United States of America (1) 100 100 Corporate Creations Puerto Rico Inc. Puerto Rico (1) 100 100 United Agent Group Inc. Puerto Rico (1) 100 100 United Agent Group Inc. US Virgin Islands (1) 100 100 United Agent Group Inc. [Alabama] United States of America (1) 100 100 United Agent Group Inc. [Alaska] United States of America (1) 100 100 United Agent Group Inc. [Arizona] United States of America (1) 100 100 United Agent Group Inc. [Arkansas] United States of America (1) 100 100 United Agent Group Inc. [California] United States of America (1) 100 100 United Agent Group Inc. [Colorado] United States of America (1) 100 100 United Agent Group Inc. [Connecticut] United States of America (1) 100 100 United Agent Group Inc. [Delaware] United States of America (1) 100 100 United Agent Group Inc. [Florida] United States of America (1) 100 100 United Agent Group Inc. [Georgia] United States of America (1) 100 100 United Agent Group Inc. [Hawaii] United States of America (1) 100 100 United Agent Group Inc. [Idaho] United States of America (1) 100 100 United Agent Group Inc. [Illinois] United States of America (1) 100 100 United Agent Group Inc. [Indiana] United States of America (1) 100 100 United Agent Group Inc. [Iowa] United States of America (1) 100 100

118

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Name of controlled entity	Place of incorporation	Percentage of shares held June 2023 % June 2022 %
United Agent Group Inc. [Kansas] United States of America (1) 100 100 United Agent Group Inc. [Kentucky] United States of America (1) 100 100 United Agent Group Inc. [Louisiana] United States of America (1) 100 100 United Agent Group Inc. [Maine] United States of America (1) 100 100 United Agent Group Inc. [Maryland] United States of America (1) 100 100 United Agent Group Inc. [Massachusetts] United States of America (1) 100 100 United Agent Group Inc. [Michigan] United States of America (1) 100 100 United Agent Group Inc. [Minnesota] United States of America (1) 100 100 United Agent Group Inc. [Mississippi] United States of America (1) 100 100 United Agent Group Inc. [Missouri] United States of America (1) 100 100 United Agent Group Inc. [Montana] United States of America (1) 100 100 United Agent Group Inc. [Nebraska] United States of America (1) 100 100 United Agent Group Inc. [Nevada] United States of America (1) 100 100 United Agent Group Inc. [New Hampshire] United States of America (1) 100 100 United Agent Group Inc. [New Jersey] United States of America (1) 100 100 United Agent Group Inc. [New Mexico] United States of America (1) 100 100 United Agent Group Inc. [New York] United States of America (1) 100 100 United Agent Group Inc. [North Carolina] United States of America (1) 100 100 United Agent Group Inc. [North Dakota] United States of America (1) 100 100 United Agent Group Inc. [Ohio] United States of America (1) 100 100 United Agent Group Inc. [Oklahoma] United States of America (1) 100 100 United Agent Group Inc. [Oregon] United States of America (1) 100 100 United Agent Group Inc. [Pennsylvania] United States of America (1) 100 100 United Agent Group Inc. [Rhode Island] United States of America (1) 100 100 United Agent Group Inc. [South Carolina] United States of America (1) 100 100 United Agent Group Inc. [South Dakota] United States of America (1) 100 100 United Agent Group Inc. [Tennessee] United States of America (1) 100 100 United Agent Group Inc. [Texas] United States of America (1) 100 100 United Agent Group Inc. [Utah] United States of America (1) 100 100 United Agent Group Inc. [Vermont] United States of America (1) 100 100 United Agent Group Inc. [Virginia] United States of America (1) 100 100 United Agent Group Inc. [Washington] United States of America (1) 100 100 United Agent Group Inc. [Washington D.C.] United States of America (1) 100 100 United Agent Group Inc. [West Virginia] United States of America (1) 100 100 United Agent Group Inc. [Wisconsin] United States of America (1) 100 100 United Agent Group Inc. [Wyoming] United States of America (1) 100 100 United Agent Group Management LLC United States of America (1) 100 100 Worldwide Nominee LLC United States of America (1) 100 100 Worldwide Incorporators Ltd. United States of America (1) 100 100

1 Controlled entities which form part of the Group are audited by PricewaterhouseCoopers member firms for the purposes of the Group audit and/or local statutory audits.

2 These wholly owned companies have entered into a deed of cross guarantee dated 26 June 2008 with Computershare Limited which provides that all parties to the deed will guarantee to each creditor payment in full of any debt of each company participating in the deed on the winding-up of that company. As a result of ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 these companies are relieved from the requirement to prepare a financial report and directors’ report.

3 These companies became controlled entities during the year ended 30 June 2023.

4 These companies ceased to be controlled entities during the year ended 30 June 2023.

5 Local statutory audits performed by firms other than PricewaterhouseCoopers member firms.

119 | COMPUTERSHARE | ANNUAL REPORT | 2023

32. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

Investments in associates and joint ventures are accounted for using the equity method of accounting. Under this method, the investments are initially recognised at cost and the carrying value is subsequently adjusted for increases or decreases in the Group’s share of post-acquisition profit or loss and movements in other comprehensive income. The Group’s share of post-acquisition profits or losses from investments in associates and joint ventures is recognised in the profit or loss. Dividends received or receivable are recognised as a reduction of the carrying amount of the investment.

Set out below are the associates and joint ventures of the Group at 30 June 2023:

Name	Place of incorporation	Principal activity	Ownership interest June 2023 % June 2022 %	Consolidated carrying amount June 2023 $000 June 2022 $000
Associates Expandi Ltd United Kingdom Investor Services 25 25 6,757 6,709 Reach LawTech Pty Ltd Australia Investor Services 46.5 46.5 - - The Reach Agency Holdings Pty Ltd Australia Investor Services 46.5 46.5 1,587 1,671 Joint ventures Computershare Pan Africa Holdings Ltd Mauritius Investor Services 60 60 - -
Total investment in associates and joint ventures 8,344 8,380

The movements in the carrying amount of equity accounted investments in associates and joint ventures are as follows:

	Associates and joint ventures 2023 $000 2022 $000
Carrying amount at the beginning of the financial year 8,380 9,097 Share of net result (after income tax) 295 545 Dividends received (565) (170) Share of movement in reserves 234 (1,092)
Carrying amount at the end of the financial year 8,344 8,380

120

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

33. DEED OF CROSS GUARANTEE

Computershare Limited and each wholly-owned subsidiary party to a deed of cross guarantee dated 26 June 2008 (together the “Closed Group”) are listed in note 31. Set out below is a consolidated statement of comprehensive income, a consolidated statement of financial position and a summary of movements in consolidated retained earnings of the Closed Group for the year ended 30 June 2023.

Computershare Limited Closed Group – Statement of financial position	2023 $000	20222 $000
Current assets Cash and cash equivalents 50,315 16,394 Receivables 95,945 62,166 Inventories 702 537 Current tax assets - 1,722 Other current assets 7,210 5,961 Derivative financial instruments 6,100 414
Total current assets 160,272 87,194
Non-current assets Receivables 1,711 - Other financial assets 2,635,051 2,462,351 Property, plant and equipment 14,875 17,581 Right-of-use assets 24,433 30,654 Deferred tax assets 128,261 57,549 Intangibles 110,277 115,096 Derivative financial instruments 653 4,947 Other 561 1,212
Total non-current assets 2,915,822 2,689,390
Total assets 3,076,094 2,776,584
Current liabilities Payables 60,226 61,016 Borrowings 60,000 44,651 Lease liabilities 6,002 6,485 Current tax liabilities 5,410 - Provisions 46 25 Derivative financial instruments 6,558 5,135
Total current liabilities 138,242 117,312
Non-current liabilities Payables 350 111,605 Borrowings 108,838 361,190 Lease liabilities 28,211 34,943 Deferred tax liabilities 9,886 15,666 Provisions 11,481 10,884 Derivative financial instruments 282,786 53,758
Total non-current liabilities 441,552 588,046
Total liabilities 579,794 705,358
Net assets 2,496,300 2,071,226
Equity Contributed equity – ordinary shares 519,299 519,299 Reserves (512,837) (259,316) Retained earnings 2,489,838 1,811,243
Total equity 2,496,300 2,071,226

121 | COMPUTERSHARE | ANNUAL REPORT | 2023

Computershare Limited Closed Group – Statement of comprehensive income	2023 $000	20222 $000
Revenues from continuing operations Sales revenue 188,890 200,934 Other revenue 1,092,557 350,853
Total revenue from continuing operations 1,281,447 551,787
Other income 19,519 20,353 Expenses Direct services 234,554 358,305 Technology costs 50,837 43,435 Corporate services 40,219 36,748 Finance costs 43,852 9,730
Total expenses 369,462 448,218
Share of net profit/(loss) of associates and joint ventures accounted for using the equity method (20) 221
Profit before income tax expense 931,484 124,143 Income tax expense/(credit) 9,354 32,243
Profit for the year 922,130 91,900
Other comprehensive income Cash flow hedges (224,698) (11,216) Exchange differences on translation of foreign operations (89,695) (199,795) Income tax relating to components of other comprehensive income 67,410 3,369
Total other comprehensive income/(loss) for the year, net of tax (246,983) (207,642)
Total comprehensive income for the year 675,147 (115,742)
Set out below is a summary of movements in consolidated retained profits for the year of the Closed Group. Retained earnings at the beginning of the financial year 1,811,243 1,925,5961 Profit for the year 922,130 91,900 Dividends provided for or paid (243,535) (206,253)
Retained earnings at the end of the financial year 2,489,838 1,811,243

1 The July 2021 opening retained earnings balance was restated to reflect a correction of an immaterial error impacting prior periods which included the recognition of an additional share-based payment expense of $2.2 million, as well as associated tax benefit of $0.6 million in retained earnings.

2 The 30 June 2022 deferred tax asset and the tax impact related to FCTR balance have been restated by $38.4 million to reflect updated assumptions relevant to the comparative period, resulting in a reduction to the income tax relating to components of other comprehensive income. Refer to Note 29 Reserves for further information.

122

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

34. PARENT ENTITY FINANCIAL INFORMATION

(a) Summary financial information

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

(a) Summary financial information The individual financial statements for the parent entity show the following aggregate amounts:
	2023 $000	2022 $000
Balance sheet Current assets 68,899 52,527 Non-current assets 1,462,765 1,208,081
Total assets 1,531,664 1,260,608
Current liabilities 28,022 87,747 Non-current liabilities 195,433 405,748
Total liabilities 223,455 493,496
Equity Contributed equity – ordinary shares 519,299 519,299 Reserves Capital redemption reserve 2 2 Foreign currency translation reserve (29,954) 7,798 Share-based payment reserve 21,314 27,286 Equity related consideration (2,327) (2,327) Retained earnings 799,875 215,054
Total equity 1,308,209 767,113
Profit/(loss) attributable to members of the parent entity 828,356 45,111
Total comprehensive income attributable to members of the parent entity 790,605 (31,874)

(b) Guarantees

The parent entity’s financial guarantees have been outlined in note 35.

(c) Contingent liabilities

The parent entity did not have any contingent liabilities as at 30 June 2023 or 30 June 2022 other than matters outlined in note 35.

(d) Parent entity financial information

The financial information for the parent entity, Computershare Limited has been prepared on the same basis as the consolidated financial statements, except as set out below.

Investments in controlled entities, associates and joint venture entities

Investments in controlled entities, associates and joint venture entities are accounted for at cost in the financial statements of Computershare Limited. Dividends received from associates and joint ventures are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments.

Tax consolidation legislation

Computershare Limited and its wholly-owned Australian controlled entities formed a tax consolidation group with effect from 1 July 2002.

Members of the tax consolidated group also entered into a tax sharing deed, which includes a tax funding arrangement. As a consequence, Computershare Limited, as the head entity in the tax consolidation group, has recognised the current tax liability (or receivable) relating to the wholly owned Australian controlled entities in this group in the financial statements as if that liability (or receivable) was its own. Amounts receivable or payable under the tax sharing deed are recognised separately as intercompany payables or receivables.

123 | COMPUTERSHARE | ANNUAL REPORT | 2023

35. CONTINGENT LIABILITIES

(a) Guarantees and Indemnities

Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Investments (UK) (No. 3) Ltd, Computershare Finance Company Pty Ltd, Computershare US Inc. and Computershare Investor Services Inc are parties to a Guarantor Deed Poll dated 11 April 2018 in respect to the following Facility Agreements:

› $500.0 million four-year USD Syndicated Facility Agreement executed on 30 June 2020;
› $500.0 million three-year multi-currency Syndicated Facility Agreement executed on 23 September 2022.

Guarantees and indemnities of EUR 500.0 million have been given to European Institutional Accredited Investors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US Inc., Computershare Investments (UK) (No. 3) Ltd and Computershare Investor Services Inc under a Note and Guarantee Agreement dated 7 October 2021.

Guarantees and indemnities of AUD 300.0 million have been given to Australian Institutional Accredited Investors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US Inc., Computershare Investments (UK) (No. 3) Ltd and Computershare Investor Services Inc under a Note and Guarantee Agreement dated 30 November 2021.

Guarantees and indemnities of $770.0 million (2022: $770.0 million) have been given to US Institutional Accredited Investors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US Inc., Computershare Investments (UK) (No. 3) Ltd and Computershare Investor Services Inc under a Note and Guarantee Agreement dated 9 February 2012 and 20 November 2018.

Bank guarantees of AUD 2.6 million (2022: AUD 2.7 million) have been given in respect of facilities provided to Australian subsidiaries.

Bank guarantees of ZAR 6.3 million (2022: ZAR 6.3 million) have been given in respect of facilities provided to South African subsidiaries.

A performance guarantee of ZAR 32.0 million (2022: ZAR 32.0 million) has been given by Computershare (Pty) Ltd to provide security for the performance of obligations as a Central Securities Depository Participant.

(b) Legal and Regulatory Matters

Regulatory, tax and commercial claims have been made against the consolidated entity in various countries in the normal course of business. An inherent difficulty in predicting the outcome of such matters exists. Based on current knowledge of the Group, an appropriate liability is recognised on the consolidated balance sheet if future cash outflows are considered probable with regard to such claims. The status of the claims is monitored by management on an ongoing basis, together with the adequacy of any provisions recorded in the Group’s financial statements.

(c) Other

The Group is subject to regulatory capital requirements administered by relevant regulatory bodies in countries where Computershare operates. Failure to meet minimum capital requirements, or other ongoing regulatory requirements, can initiate action by the regulators that, if undertaken, could revoke or suspend the Group’s ability to provide trust services to customers in these markets. Adherence to capital requirements is closely monitored by the Group.

Computershare Limited (Australia) has issued a letter of warrant to Computershare (Pty) Ltd. This obligates Computershare Limited (Australia) to maintain combined tier one capital of at least ZAR 455.0 million (2022: ZAR 455.0 million).

Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated controlled entities are $33.0 million (2022: $35.3 million). No provision is made for withholding tax on unremitted earnings of applicable foreign incorporated controlled entities as there is currently no intention to remit these earnings to the parent entity.

Computershare Limited (Australia), as the parent entity, has undertaken to own, either directly or indirectly, all of the equity interests and to guarantee performance of the obligations of Computershare Investor Services Pty Ltd, Computershare Trust Company NA, Georgeson LLC, Georgeson Securities Corporation, Computershare Trust Company of Canada and Computershare Investor Services Inc with respect to any financial accommodation related to transactional services provided by BMO Harris Bank, Chicago.

124

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

36. COMMITMENTS

(a) Retirement benefits

Defined Contribution Funds

The Group maintains defined contribution superannuation schemes which provide benefits to all employees upon their disability, retirement or death. Employee contributions to the funds are based upon various percentages of employees’ gross salaries as set out below:

Australian controlled entities contribute to the defined contribution funds as follows:

› Category 1 – Management (employer contributions, voluntary employee contributions)
› Category 2 – Staff (statutory employer contributions of 10.5%
› Category 3 – SG (Superannuation Guarantee) Staff and casual and fixed term employees (statutory employer contributions, voluntary employee contributions)

Foreign controlled entities contribute to the defined contribution funds as follows:

› United Kingdom entities – between 1% and 10% of employees’ gross salaries depending upon years of service
› United States entities – voluntary employee contributions with matching employer contribution up to 4% of employees’ eligible compensation
› Canadian entities – between 2% and 7% of employees’ base salaries dependent upon years of service
› South African entities – 12% of employees’ gross salaries
› New Zealand entities – voluntary employee contributions with matching employer contribution up to 6% of employees’ base salaries
› Hong Kong entities – between 5% and 20% of employees’ base salary dependent upon years of service

(b) Lease Liabilities

The Group leases various properties, computer equipment, motor vehicles and other items of plant and equipment. The Group has recognised right-of-use assets and lease liabilities (note 22) for these leases except for short-term and low-value assets.

(c) Other

An overseas subsidiary performing loan servicing activities is obliged, in certain circumstances, to make payments on behalf of mortgagors related to taxes, insurance, principal and interest. The amount of these advance payments fluctuates over time as it depends on the type of loans being serviced and their performance.

As of 30 June 2023, the Group was servicing approximately $30.5 billion (2022: $46.4 billion) of mortgages owned by the US government sponsored mortgage agencies. While the Group, as the owner of the related MSRs, may have the obligation to acquire any mortgages from the serviced pool that do not meet the agencies’ lending criteria, the consolidated entity is in possession of indemnities and warranties that require originating banks to purchase such mortgages from the Group and cover any transfer costs. Only in the event of bankruptcy or dissolution of the originating bank, would Computershare retain the defective mortgage together with the underlying collateral. In these limited circumstances, the Group would have the option to either hold the mortgage or seek another buyer in the open market. The impact at 30 June 2023 of any retained mortgages is immaterial to the consolidated entity.

37. CAPITAL EXPENDITURE COMMITMENTS

Capital expenditure commitments contracted for at balance date but not recorded in the financial statements are as follows:

	2023 $000	2022 $000
Fit-out of premises - 2,251 Plant and equipment 1,918 4,288
1,918 6,539

125 | COMPUTERSHARE | ANNUAL REPORT | 2023

38. SIGNIFICANT EVENTS AFTER YEAR END

On-market buy-back of ordinary shares

On 15 August 2023 Computershare Limited announced an on-market buy-back of ordinary shares. The on-market buy-back commenced on 4th September 2023 and ends on 3rd September 2024.

Acquisition of employee share plan business

39. RELATED PARTY DISCLOSURES

Key management personnel disclosures are included in note 40. Detailed remuneration disclosures are provided in the remuneration report.

Directors’ shareholdings	Shares in the parent entity 2023 2022	Shares in the parent entity 2023 2022
Ordinary shares held at the end of the financial year 183,639 313,861 Net ordinary shares purchased/(sold) by directors during the financial year (222,155) (65,304)
	2023 $	2022 $
Ordinary dividends received during the year in respect of those ordinary shares 100,324 5,468,767

(a) Wholly owned Group – intercompany transactions and outstanding balances

The parent entity and its controlled entities entered into the following transactions during the year within the wholly owned Group:

› Loans were advanced and repayments received on loans and intercompany accounts
› Fees were exchanged between entities
› Interest was charged between entities
› The parent entity and its Australian controlled entities have been parties to a tax sharing deed, which includes a tax funding arrangement (note 34)
› Dividends were paid between entities
› Bank guarantees were provided by the parent entity to its controlled entities (note 35)

These transactions were undertaken on commercial terms and conditions.

Ultimate controlling entity

The ultimate controlling entity of the Group is Computershare Limited.

(b) Ownership interests in related parties

Interests in controlled entities are set out in note 31. Interests held in associates and joint ventures are disclosed in note 32.

126

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(c) Transactions with associates and joint ventures

The following transactions were entered into with associates and joint ventures:

(c) Transactions with associates and joint ventures The following transactions were entered into with associates and joint ventures:
	2023 $	2022 $
Sales and purchases of goods and services Sales to 201,043 243,587 Purchases from 3,003,847 4,020,354 Outstanding balances arising from sales and purchases of goods and services Trade receivables 84,355 45,895 Trade payables 97,049 8,515 Loans to/from related parties Loans to other related parties - -

These transactions were undertaken on commercial terms and conditions.

(d) Other

Joseph Velli, who is a director of Computershare Limited, is also a director of Cognizant Technology Solutions Corporation, which supplies IT and business outsource services to the consolidated entity. The Group has considered this relationship and concluded that it does not have any impact on his capacity to bring an independent judgement to bear on issues before the Computershare Board. Cognizant Technology Solutions Corporation is not a related party of the Group.

40. KEY MANAGEMENT PERSONNEL DISCLOSURES

Key management personnel compensation

Key management personnel compensation
	2023 $	2022 $
Short-term employee benefits 6,388,386 6,489,840 Other long-term benefits 20,706 78,201 Post-employment benefits 158,255 119,497 Share-based payments 3,330,943 3,721,036 Other 27,441 41,081
Total 9,925,731 10,449,655

For detailed remuneration disclosures please refer to sections 1 to 6 of the remuneration report within the Directors’ Report.

41. EMPLOYEE AND EXECUTIVE BENEFITS

Certain employees are entitled to participate in share and performance rights schemes. A transaction is classified as share-based compensation where the Group receives services from an employee and pays for these in shares or similar equity instruments.

For each of the Group’s share plans, the fair value is measured at grant date and the expense is recognised over the relevant vesting period in the income statement with a corresponding increase in the share-based payments reserve. The expense is adjusted to reflect actual and expected levels of vesting.

(a) Share plans

Exempt Employee Share Plan

Computershare operates an Exempt Employee Share Plan which provides Australian based employees the opportunity to acquire shares in Computershare Limited. Each year, participating employees can make contributions from their pre-tax salary to acquire AUD 500 worth of shares. Such employee contributions are matched by the Group with an additional AUD 500 worth of shares being acquired for each participating employee. All permanent employees in Australia with at least six months service and employed at the allocation date are entitled to participate in this plan.

Deferred Employee Share Plan

Computershare also operates a Deferred Employee Share Plan where Computershare matches dollar for dollar employee pre-tax contributions to a maximum of AUD 3,000 per employee. Shares purchased and funded by an employee’s pre-tax salary must remain in the plan for a minimum of one year. Matching shares funded by the Group must be kept in the plan for a minimum of two years or they will be forfeited. All permanent employees in Australia employed at the allocation date are entitled to participate in this plan. Similar contribution plans have been made available to employees in other jurisdictions where the Group has operations, including New Zealand, Hong Kong, China, the United Kingdom, Ireland, Jersey, Germany, Canada, South Africa and the US.

127 | COMPUTERSHARE | ANNUAL REPORT | 2023

Deferred Short-Term Incentive (DSTI) Share Plan

The Group also provides DSTI awards to employees as part of the group’s STI incentive plans. Recipients of DSTI awards must complete specified periods of service as a minimum before any share awards under the DSTI plan become unrestricted. Shares in Computershare Limited may also be provided to selected employees on a discretionary basis for retention or similar purposes.

Restricted Equity Share Plan

The Group has introduced a restricted equity plan as part of fixed pay for senior executives excluding the CEO, CFO and COO. Under the plan, a small portion of fixed remuneration (10%) is provided as restricted shares that will vest after three years based on continued service. Shares in Computershare Limited are provided to selected employees for retention purposes.

Number of employee shares held	Ordinary shares 2023 2022
Opening balance 11,619,817 12,223,037 Shares purchased on the market 4,192,158 2,633,016 Forfeited shares reissued (922,523) 242,190 Shares forfeited (123,215) (224,227) Shares withdrawn (3,106,853) (3,254,199)
Closing balance 11,659,384 11,619,817
Fair value of shares granted through the employee share plan ($000)1 51,960 38,243

1 Weighted average fair value of shares is determined by the closing price at the end of the day’s trading on the Australian Securities Exchange on the allocation date. The average price per share purchased on market was AUD $23.63.

Phantom Share Awards Plan

The Phantom Share Awards Plan (Phantom Plan) is as an alternative to the DSTI Share Plan to employees who are resident for tax purposes in countries where the taxation and/or legal requirements mean the DSTI Share Plan does not achieve the most effective outcome for Computershare or those employees. Awards under the Phantom Plan are cash-settled and vest after specified periods of service have been completed.

(b) Long-Term Incentive Plan

Performance rights and share appreciation rights

The Company offers a long-term incentive plan (LTIP) to eligible key management personnel and senior group executives.

The LTIP plan comprises awards of performance rights or other equity instruments that are subject to performance hurdles. Rights are granted for no consideration and carry no dividend or voting rights. Each performance right carries an entitlement for the participant to be granted one fully paid ordinary share in Computershare Limited subject to satisfaction of the applicable performance hurdles and continued employment over a three year performance period. Under the FY2019 and FY2020 LTIP, 50% of each award of performance rights is subject to an EPS hurdle and 50% is subject to a TSR performance hurdle.

In FY2021, a transitional LTIP was introduced for that financial year only which was designed to support the Group’s recovery from the economic impacts of the Covid-19 pandemic. The FY2021 LTIP award comprised 50% a grant of performance rights subject to a TSR performance hurdle and the other 50% a grant of Share Appreciation Rights (SARs). A share-settled SAR entitles the participant to a payment (in Company shares) at the end of the performance period equivalent to the amount by which the underlying Company share price has increased since the right was granted.

In FY2022, Computershare reverted to an LTIP which comprised an award of performance rights subject to performance hurdles. Under the FY2022 & FY2023 LTIP, 40% of each award of performance rights is subject to a TSR performance hurdle, 30% is subject to a Management EPS excluding margin income (EPS ex MI) hurdle and 30% is subject to a Return on Invested Capital (ROIC) hurdle.

128

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Set out below are summaries of performance rights and SARs granted under the LTIP:

Performance rights

Grant date	Approximate exercise date	Exercise price	Balance at beginning of the year	Granted during the year	Exercised during the year	Lapsed during the year	Balance at end of the year	Exercisable at end of the year
25 Nov 2019 Sep 2022 $0.00 688,136 - (344,064) (344,072) - - 27 Nov 2020 Sep 2023 $0.00 396,750 - - (6,356) 390,394 - 29 Nov 2021 Sep 2024 $0.00 699,880 - - (32,781) 667,099 - 28 Nov 2022 Sep 2025 $0.00 - 506,929 - - 506,929 -
Total 1,784,766 506,929 (344,064) (383,209) 1,564,422 -
Share appreciation rights 27 Nov 2020 Sep 2023 $0.00 1,404,204 - - (22,494) 1,381,710 -
Total 1,404,204 - - (22,494) 1,381,710 -

The fair value of performance rights granted under the 2023 LTI plan were assessed using the following parameters:

	2023 Plan TSR	2023 Plan EPS Ex MI	2023 Plan ROIC
Grant Date 28 November 2022 28 November 2022 28 November 2022 Hurdle start date 1 July 2022 1 July 2022 1 July 2022 Hurdle end date 30 June 2025 30 June 2025 30 June 2025 Share price at grant date AUD 27.68 AUD 27.68 AUD 27.68 Fair value at measurement date (i) AUD 19.01 AUD 26.23 AUD 26.23 Exercise price AUD 0.00 AUD 0.00 AUD 0.00 Expected volatility (ii) 33.41% 33.41% 33.41% Option life 2.76 years 2.76 years 2.76 years Expected dividend yield p.a (iii) 1.951% 1.951% 1.951% Risk free rate p.a. (iv) 3.178% 3.178% 3.178%

i) To calculate fair value, a Monte Carlo simulation was used to estimate the likelihood of achieving the relative TSR hurdles and share appreciation hurdle. For the EPS Ex MI and ROIC hurdles, the Black-Scholes-Merton model was used to estimate the fair value.

ii) Expected volatility is based on historical daily share price for the three-year period preceding the grant date.

iii) Expected dividend yield is based on historic yield for the three-year period immediately preceding the grant date.

iv) Risk free interest rate is based on the three-year zero coupon Australian government bonds at grant date.

(c) Employee benefits recognised

(c) Employee benefits recognised
	2023 $000	2022 $000
Performance rights expense 3,684 4,941 Share plan and options expense 31,505 21,309 Aggregate employee entitlement liability (note 23 and 24) 49,342 48,969

129 | COMPUTERSHARE | ANNUAL REPORT | 2023

42. REMUNERATION OF AUDITORS

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its network firms and non-related audit firms:

and non-related audit firms:
	2023 $000	2022 $000
Assurance services: Auditing or review of financial statements - PricewaterhouseCoopers Australia 1,500 1,347 - Network firms of PricewaterhouseCoopers Australia 4,364 3,961
5,864 5,308
Regulatory assurance and other required engagements by local regulations - PricewaterhouseCoopers Australia 40 37 - Network firms of PricewaterhouseCoopers Australia 2,993 2,662
3,033 2,699
Assurance services required by Computershare’s clients’ financial statement (statutory) auditors - PricewaterhouseCoopers Australia 440 357 - Network firms of PricewaterhouseCoopers Australia 2,482 2,149
2,922 2,506
Other assurance related services - PricewaterhouseCoopers Australia - 125 - Network firms of PricewaterhouseCoopers Australia 22 50
22 175
Other non-assurance services: Taxation compliance services - Network firms of PricewaterhouseCoopers Australia 188 231
188 231
Remuneration received, or due and receivable, by auditors other than the auditor of the parent entity and its affiliates for: Auditing or review of financial statements 21 173
Total 12,050 11,092

Assurance services consist of services traditionally performed by the independent external auditor of the Group. While in addition to their statutory audit role, these services are consistent with the role of the external auditor and include other assurance services such as regulatory assurance services related to services provided by the external auditor to comply with local laws and regulations, and reports required by Computershare’s clients’ financial statement (statutory) auditors who rely on these reports.

It is Computershare’s policy to engage PricewaterhouseCoopers Australia or any of its related network firms on assignments additional to the statutory audit duties, only if its independence is not impaired or seen to be impaired, and where its expertise and experience with Computershare is important. The Risk and Audit Committee has considered the non-audit services provided by PricewaterhouseCoopers Australia and its related network firms as required to comply with Securities and Exchange Commission (SEC) and International Ethics Standards Board for Accountants (IESBA) requirements in relation to non-audit services and is satisfied that the services and level of fees are compatible with maintaining auditors’ independence. All such services are approved in accordance with pre-approved policies and procedures.

130

DIRECTORS’ DECLARATION

In the directors’ opinion:

(a) the financial statements and notes set out on pages 67 to 130 are in accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2023 and of its performance for the financial year ended on that date; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
(c) at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in note 31 will be able to meet any obligations or liabilities to which they are, or may become, subject to by virtue of the deed of cross guarantee described in note 33.

Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of the directors.

PJ Reynolds Chairman 29 September 2023

SJ Irving Director

131 | COMPUTERSHARE | ANNUAL REPORT | 2023

DECLARATION TO THE BOARD OF DIRECTORS

The Chief Executive Officer and Chief Financial Officer state that:

(a) the financial records of the consolidated entity for the financial year ended 30 June 2023 have been properly maintained in accordance with section 286 of the Corporations Act 2001 ; and
(b) the financial statements, and the notes to the financial statements, of the consolidated entity, for the financial year ended 30 June 2023:
(i) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(ii) give a true and fair view of the consolidated entity’s financial position as at 30 June 2023 and of their performance for the financial year ended on that date.

==> picture [98 x 36] intentionally omitted <==

SJ Irving Chief Executive Officer 29 September 2023

NSR Oldfield Chief Financial Officer

132

INDEPENDENT AUDITOR’S REPORT

==> picture [68 x 49] intentionally omitted <==

Independent auditor’s report

To the members of Computershare Limited

Report on the audit of the financial report

Our opinion

In our opinion:

(a) The accompanying financial report of Computershare Limited (the Company) and its controlled entities (together the Group) is in accordance with the Corporations Act 2001 , including:
i. giving a true and fair view of the Group's financial position as at 30 June 2023 and of its financial performance for the year then ended
ii. complying with Australian Accounting Standards and the Corporations Regulations 2001 .
(b) The financial report and notes also comply with International Financial Reporting Standards as disclosed in Note 1.

What we have audited

The Group financial report comprises:

the consolidated statement of financial position as at 30 June 2023
the consolidated statement of comprehensive income for the year then ended
the consolidated statement of changes in equity for the year then ended
the consolidated cash flow statement for the year then ended
the notes to the consolidated financial statements, which include significant accounting policie and other explanatory information
the directors’ declaration.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities unde those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

PricewaterhouseCoopers, ABN 52 780 433 757

2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999

Liability limited by a scheme approved under Professional Standards Legislation.

133 | COMPUTERSHARE | ANNUAL REPORT | 2023

==> picture [68 x 49] intentionally omitted <==

Our audit approach

An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report.

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates.

==> picture [210 x 117] intentionally omitted <==

Materiality

For the purpose of our audit we used overall Group materiality of US $32.5 million, which represents approximately 5% of the Group’s adjusted profit before tax, excluding certain non-recurring items (“adjusted Group profit before tax”).
We applied this threshold, together with qualitative considerations, to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial report as a whole.
We chose adjusted Group profit before tax because, in our view, it is the benchmark against which the performance of the Group is most commonly measured. We adjusted for certain non-recurring items including impairment of assets, gains/losses on disposals and a contingent consideration remeasurement, as these are infrequent items impacting profit and loss.
We utilised a 5% threshold based on our professional judgement, noting it is within the range of commonly acceptable thresholds.

Audit Scope

Our audit focused on where the Group made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events.
The Group operates in more than 20 countries, with the majority of its business based in three geographical locations – Australia, United States of America and United Kingdom. The Group engagement team determined the nature, timing and extent of work that needed to be performed by it and by auditors operating under its instruction (component auditors). We structured our audit approach as follows:
We audited certain entities in Australia, the United States of America and the United Kingdom due to their financial significance to the Group.

134

INDEPENDENT AUDITOR’S REPORT

==> picture [68 x 49] intentionally omitted <==

We performed specified risk focused procedures on certain account balances for other entities in Australia, the United States of America, the United Kingdom, Canada and Switzerland.
We carried out further procedures at the Group level, including procedures over consolidation and preparation of the consolidated financial statements.
For work performed by component auditors, we determined the level of involvement required from us in order to be able to conclude whether sufficient appropriate audit evidence had been obtained. Our involvement included discussions with component teams, written instructions, review of component auditor workpapers and holding meetings with component audit teams in Australia, the United States of America, the United Kingdom, Canada and Switzerland.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. We communicated the key audit matters to the Risk and Audit Committee.

*Key audit matter*	*How our audit addressed the key audit*	*How our audit addressed the key audit*
	*matter*
Impairment assessment of goodwill	To evaluate the Group’s assessment of the
(Refer to note 11 of the financial statements)	recoverable amounts of the CGUs, we
	performed a number of procedures, including
The Group has a goodwill balance of US$1,913	the following:
million at 30 June 2023 (30 June 2022:
US$1,984 million), representing approximately	●	Assessed whether the identification and
31% (30 June 2022: 33%) of the total assets of		division of the Group’s goodwill into
the Group.		CGUs, was consistent with our
		knowledge of the Group’s operations
The Group is required to perform an impairment		and internal management reporting;
assessment of its goodwill balance at least	●	Assessed whether the carrying value of
annually under Australian Accounting		each CGU included all assets, liabilities
Standards.		and cash flows directly attributable to
		the CGU and a reasonable allocation of
The Group performed an impairment		corporate overheads; and
assessment over the goodwill balance and	●	Evaluated whether the methods applied
determined a Value in Use (VIU) methodology		in calculating and allocating carrying
using discounted cash flow models (models) for		value and VIU to the identified CGUs
each operating segment, which is comprised of		were in line with the requirements of
groups of CGUs, or CGUs separately identified		Australian Accounting Standards.
for impairment testing.
	In relation to the models, we performed the
During the year, the Group recognised an	following procedures, amongst others:
impairment charge of US$10 million for the
Childcare Voucher Services cash generating	●	Assessed the mathematical accuracy of
unit (CGU).		the models’ calculations, on a sample
		basis;

135 | COMPUTERSHARE | ANNUAL REPORT | 2023

==> picture [68 x 49] intentionally omitted <==

Key audit matter

The carrying value of goodwill is contingent on future cash flows and there is a risk if these cash flows do not meet the Group’s expectations that the assets may be impaired. The models prepared by the Group contained a number of significant judgements and estimates (assumptions) including:

Discount rates;
Five year cash flow projections (in a limited number of cases, the CGU cash flow projections are for a period longer than five years to account for the nature of the cash flows and specific circumstances); and
Earnings growth rates applied beyond the short-term cash flow forecasts (terminal growth rates).

Given the level of judgement and the significance of the balance to the consolidated statement of financial position, the impairment assessment of goodwill was considered to be a key audit matter.

Useful life assessment of Mortgage Servicing Rights (MSRs)

(Refer to note 10 of the financial statements)

The Group held MSRs, net of accumulated amortisation, of US$568 million at 30 June 2023 (30 June 2022: US$629 million), representing approximately 9% (30 June 2022: 10%) of the total assets of the Group.

MSRs are intangible assets acquired that provide the legal right to service a particular mortgage for a fee for the duration of its life. The owner of the MSR can either service the loan itself or appoint a sub-servicer to do so.

Amortisation of MSRs is calculated using the straight-line method over their estimated useful lives of nine years for the interest-sensitive and non-interest sensitive components of the

How our audit addressed the key audit matter

Compared cash flow forecasts to Board approved business plans;
Compared previous cash flow forecasts to actual results to assess the historical accuracy of forecasting;
With the support of our valuation experts, we assessed the appropriateness of discount rates, for a sample of CGUs, by comparing these to relevant external data;
Tested, on a sample basis, whether cash flow forecasts and terminal growth rates used are consistent with our knowledge of current business conditions, externally derived data (where possible) and our understanding of the business; and
For each grouping of CGUs, assessed the Group’s sensitivity analysis which included the Group’s assessment of reasonably possible changes to key assumptions.

We also considered the reasonableness of the Group’s financial report disclosures made in note 11 in relation to this matter in light of the requirements of Australian Accounting Standards.

We performed the following procedures,

amongst others, over the Group’s assessment of the useful life of MSRs:

Assessed significant assumptions as at 30 June 2023 and any changes to significant assumptions since the Group’s most recent assessment (as at 1 July 2022) by reference to externally derived data (where possible);
Assessed the appropriateness of management’s change in useful life for the interest-sensitive component at 1 January 2023 from eight to nine years;
Evaluated whether the methods applied in determining the useful lives of MSRs were in line with the requirements of Australian Accounting Standards;

136

INDEPENDENT AUDITOR’S REPORT

==> picture [68 x 49] intentionally omitted <==

*Key audit matter*	*How our audit addressed the key audit*	*How our audit addressed the key audit*
	*matter*
portfolio. Prior to 1 January 2023, the useful life	●	With the support of our valuation
of interest-sensitive rights was eight years.		experts, assessed the Group’s estimate
		for expected remaining useful life;
The estimated useful life of MSRs reflects the
Group’s estimate of the average life of the underlying mortgages. The most significant	●	Compared the Group’s estimate of useful life for the interest-sensitive and
factors impacting the useful life are US		non-interest sensitive loans to that of
mortgage interest rates and the rate of the		the Group’s third party MSR valuer; and
borrowers’ prepayments.	●	Considered the competence and
We considered the useful life of MSRs to be a		capabilities of the Group’s third party
key audit matter as significant judgement is		MSR valuer.
required by the Group in determining the period	We also	considered the reasonableness of the
over which these rights will generate economic benefits.	Group’s note 10	financial report disclosures made in in relation to this matter in light of the
	requirements of Australian Accounting
	Standards.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2023, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon through our opinion on the financial report. We have issued a separate opinion on the remuneration report.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the financial report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards.

137 | COMPUTERSHARE | ANNUAL REPORT | 2023

==> picture [68 x 49] intentionally omitted <==

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf

This description forms part of our auditor's report.

Report on the remuneration report

Our opinion on the remuneration report

We have audited the remuneration report included in pages 43 to 64 of the directors’ report for the year ended 30 June 2023.

In our opinion, the remuneration report of Computershare Limited for the year ended 30 June 2023 complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

==> picture [129 x 27] intentionally omitted <==

PricewaterhouseCoopers

==> picture [96 x 28] intentionally omitted <==

Marcus Laithwaite Partner

Melbourne 29 September 2023

138

SHAREHOLDER INFORMATION

This section contains additional information required by the Australian Securities Exchange Limited listing rules not disclosed elsewhere in this report.

SHAREHOLDINGS

Substantial Shareholders

The following information is extracted from the Company’s Register of Substantial Shareholders.

Name	Number of ordinary shares	Fully paid percentage
AustralianSuper Pty Ltd 65,885,368 10.91% State Street Corporation 37,166,419 6.16% BlackRock Group 36,491,751 6.04% Christopher John Morris 32,091,083 5.32% Vanguard Group 30,873,590 5.11%

Class of shares and voting rights

At 18 September 2023 there were 39,180 holders of ordinary shares in the Company. The voting rights attaching to the ordinary shares set out in clause 4 of the Company’s Constitution are:

a. the right to receive notice of and to attend and vote at all general meetings of the Company;
b. the right to receive dividends; and
c. in a winding up or a reduction of capital, the right to participate equally in the distribution of the assets of the Company (both capital and surplus), subject to any amounts unpaid on the Share and, in the case of a reduction, to the terms of the reduction.

Distribution of shareholders of shares as at 18 September 2023

Distribution of shareholders of shares as at 18 September 2023
Size of holding	Ordinary shareholders
1 – 1,000 23,797 1,001 – 5,000 12,225 5,001 – 10,000 1,869 10,001 – 100,000 1,189 100,001 and over 100
Total shareholders 39,180

There were 671 shareholders holding less than a marketable parcel of 20 ordinary shares as at 18 September 2023.

Twenty Largest Shareholders of ordinary shares as at 18 September 2023

Twenty Largest Shareholders of ordinary shares as at 18 September 2023
	Ordinary shares Number %
HSBC Custody Nominees (Australia) Limited 173,348,348 28.71 J P Morgan Nominees Australia Pty Limited 135,073,767 22.37 Citicorp Nominees Pty Limited 80,252,295 13.29 National Nominees Limited 17,314,926 2.87 BNP Paribas Noms Pty Ltd 14,519,032 2.40 BNP Paribas Nominees Pty Ltd ACF Clearstream 10,494,534 1.74 Computershare Clearing Pty Ltd 10,376,309 1.72 Invia Custodian Pty Limited 9,901,402 1.64 Welas Pty Ltd 9,500,000 1.57 Citicorp Nominees Pty Limited 8,695,798 1.44 Finico Pty Ltd 7,257,557 1.20 Argo Investments Limited 5,458,117 0.90 HSBC Custody Nominees (Australia) Limited 3,862,849 0.64 Australian Foundation Investment Company Limited 3,630,000 0.60 BNP Paribas Nominees Pty Ltd 3,030,617 0.50 Netwealth Investments Limited 2,959,171 0.49 BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd 2,876,575 0.48 Ms Michele Jean O'Halloran 2,573,638 0.43 Fraser Island Pty Ltd 2,558,093 0.42 UBS Nominees PtyLtd 1,804,192 0.30
Total 505,487,220 83.73

139 | COMPUTERSHARE | ANNUAL REPORT | 2023

CORPORATE DIRECTORY

DIRECTORS

Paul Joseph Reynolds (Chairman) Stuart James Irving (President and Chief Executive Officer) Abigail Pip Cleland Tiffany Lee Fuller Lisa Mary Gay John Nendick Joseph Mark Velli

SHARE REGISTRY

Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford VIC 3067

PO BOX 103 Abbotsford VIC 3067 Telephone 1300 307 613 (within Australia) + 61 3 9415 4222 Facsimile + 61 3 9473 2500

COMPANY SECRETARY

Dominic Matthew Horsley

REGISTERED OFFICE

Yarra Falls 452 Johnston Street Abbotsford VIC 3067 Telephone +61 3 9415 5000 Facsimile +61 3 9476 2500

STOCK EXCHANGE LISTING

INVESTOR RELATIONS

Yarra Falls 452 Johnston Street Abbotsford VIC 3067

Telephone +61 3 9415 5000 Facsimile +61 3 9476 2500

Email [email protected]

Website www.computershare.com

Australian Securities Exchange

AUDITORS

PricewaterhouseCoopers 2 Riverside Quay Southbank VIC 3006

140

NOTES

141 | COMPUTERSHARE | ANNUAL REPORT | 2023

Computershare Limited COMPUTERSHARE ABN 71 005 485 825 HEAD OFFICE Yarra Falls The Annual Report 452 Johnston Street is available online at Abbotsford Victoria 3067 www.computershare.com Australia Telephone: +61 3 9415 5000 Facsimile: +61 3 9473 2500

==> picture [595 x 605] intentionally omitted <==

AI assistant

COMPUTERSHARE LIMITED. — Annual Report 2023

64696_rns_2023-09-28_66bbb707-1e00-46f5-a50d-0dd9814f9eeb.pdf

CONTENTS

OVERVIEW

FINANCIALS

REPORTS

FURTHER INFORMATION

GOVERNANCE

FINANCIAL CALENDAR

FINANCIAL HIGHLIGHTS

CHAIRMAN’S REPORT

YEAR IN REVIEW: RECORD RESULTS

NAVIGATING VOLATILE MARKET CONDITIONS

BUILDING A SIMPLER, STRONGER COMPUTERSHARE

A POSITIVE OUTLOOK

OUR PLACE IN THE WORLD

REWARDING SHAREHOLDERS

CEO’S REPORT

BUILDING ON OUR STRENGTHS

Revenue

LOOKING FORWARD

OUR PEOPLE AND OUR IMPACT

ISSUER SERVICES

FINANCIAL RESULTS

FY23 HIGHLIGHTS

FY24 PRIORITIES

COMPUTERSHARE CORPORATE TRUST

FINANCIAL RESULTS

FY23 HIGHLIGHTS

FY24 PRIORITIES

EMPLOYEE SHARE PLANS

FINANCIAL RESULTS

FY23 HIGHLIGHTS

FY24 PRIORITIES

MORTGAGE SERVICES

FINANCIAL RESULTS

FY23 HIGHLIGHTS

FY24 PRIORITIES

COMPUTERSHARE AT A GLANCE

KEY FINANCIAL METRICS

REVENUE BY PRODUCT

EBITDA BY PRODUCT

REVENUE BY REGION

ENVIRONMENT, SOCIAL AND GOVERNANCE

We are committed to a transparent and accountable business approach that:

ENVIRONMENT

FY23 PROGRESS

FY24 FOCUS AREAS

SOCIAL

71%

82%

99.20%

FY23 PROGRESS

People

Diversity and inclusion

Community

FY24 FOCUS AREAS

People

Diversity and inclusion

Community

GOVERNANCE

FY23 PROGRESS

FY24 FOCUS AREAS

PEOPLE

VALUES

RECOGNISING OUR PEOPLE

Here are our Purple People for 2023:

GROUP OPERATING OVERVIEW

PRINCIPAL ACTIVITIES

REVIEW OF OPERATIONS

Overview

Revenue

Operating costs

Earnings per share (at actual rates)

BUSINESS STRATEGIES AND PROSPECTS

OUTLOOK

RISKS

RISK SUMMARY

Strategic and regulatory risk

COMPUTERSHARE LIMITED. Annual Report 2023