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COMPUTERSHARE LIMITED. Interim / Quarterly Report 2015

Feb 10, 2015

64696_rns_2015-02-10_f3a331de-eb96-4558-aefa-3dbd19011614.pdf

Interim / Quarterly Report

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ASX HALF-YEAR REPORT

Computershare Limited

ABN 71 005 485 825

31 December 2014

Lodged with the ASX under Listing Rule 4.2A

This information should be read in conjunction with the 30 June 2014 Annual Report.

Contents
Results for Announcement to the Market(Appendix 4D item 2) 1
Half-year report_(ASX Listing rule 4.2A1)_ 6
Supplementary Appendix 4D information_(Appendix 4D items 3 to 9)_ 23
Corporate Directory 25

This half-year report covers the consolidated entity consisting of Computershare Limited and its controlled entities. The financial statements are presented in United States dollars (unless otherwise stated).

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 DECEMBER 2014 (Previous corresponding period half-year ended 31 December 2013) RESULTS FOR ANNOUNCEMENT TO THE MARKET

$000
Revenuefrom ordinary activities
down

1.7%
to 956,720
(Appendix 4D item 2.1)
Profit/(loss)after tax attributable to members down
88.9%
to 15,498
(Appendix 4D item 2.2)
Net profit/(loss)for the period attributable to members down
88.9%
to 15,498
(Appendix 4D item 2.3)
Dividends Amount per security Franked amount per security
(Appendix 4D item 2.4)
Interim dividend AU 15 cents 20%
Final dividend (prior year) AU 15 cents 20%
Record datefor determining entitlements to the interim dividend_(Appendix 4D item 2.5)_ 23 February 2015

Explanation of Revenue (Appendix 4D item 2.6)

Total revenue for the half-year is $956.7million, a decrease of 1.7% over the corresponding period. General business conditions are little changed from the comparative period. The overall fall in revenue was due to a range of factors including the impact of the maturity of a significant high yielding deposit facility in the US in December 2013, as well as the loss of a large client due to takeover in the Australian utilities back office administration business, the divestment of the Highlands Insurance LLC business and loss of a large subservicing contract in the loan servicing space during the second half of the financial year ended June 2014. UK employee plans revenue was also affected by share plan maturities and lower margin income while the sale of the Pepper Group affected stakeholder relationship management revenues. The strengthening US dollar against the Australian and Canadian dollars and to lesser extent the South African rand and Russian rouble were also a drag on revenue. On the positive side, the acquisition of Registrar and Transfer Company in the US (acquired May 2014), the Canadian Olympia asset (acquired December 2013) and Homeloan Management Limited in the UK (November 2014) all contributed additional revenue relative to the comparative period.

Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4D item 2.6)

Net profit after tax attributable to members is $15.5 million, a decrease of 88.9% over the previous corresponding period. The substantial decrease in net profit after tax was largely a result of a non-cash impairment charge of $109.5 million booked against the carrying value of goodwill related to the Voucher Services business (refer to note 11). In addition, the divestment of Highlands Insurance LLC, the loss of a major sub-servicing contract in the loan servicing business and the loss of a large client due to takeover in the Australian utilities back office administration business negatively impacted earnings. The strengthening US dollar negatively affected results across many regions, with the GBP appreciation the only meaningful exception. Lower yields on client balances were a significant drag on profits, predominantly affecting the US business as well as Canada and the UK. On the positive side, some large corporate actions in Canada, improvement in a number of Hong Kong business lines, contributions from acquisitions and related synergies as well as continued cost management focus favourably impacted earnings. Lower interest expense compared to the six months ended 31 December 2013 was also favourable.

Explanation of Net Profit/(loss) (Appendix 4D item 2.6)

Please refer above.

Explanation of Dividends (Appendix 4D item 2.6)

The Company has announced an interim dividend for the current financial year of AU 15 cents per share. This dividend is franked to 20%.

  • 1 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES

INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 December 2014

Contents
Directors’ report 3
Auditor’s independence declaration 5
Consolidated statement of profit or loss and other comprehensive income 6
Consolidated statement of financial position 7
Consolidated statement of changes in equity 8
Consolidated cash flow statement 9
Notes to the consolidated financial statements 10
Directors’ declaration 19
Statement to the Board of Directors 20
Independent auditor’s review report to the members 21

These interim financial statements do not include all the notes of the type normally included in the annual financial statements. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2014 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 .

  • 2 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT

The Board of Directors of Computershare Limited (the Company) present their report in respect of the financial half-year ended 31 December 2014.

DIRECTORS

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

Non-executive

Christopher John Morris (Chairman) Simon David Jones Markus Erhard Kerber Penelope Jane Maclagan Arthur Leslie Owen Nerolie Phyllis Withnall Tiffany Lee Fuller (appointed effective 1 October 2014) Joseph Mark Velli (appointed effective 1 October 2014)

Executive

Stuart James Irving (President and Chief Executive Officer)

PRINCIPAL ACTIVITIES

The principal activities of the consolidated entity during the course of the half-year were the operation of Investor Services, Plan Services, Communication Services, Business Services, Stakeholder Relationship Management Services and Technology Services.

  • The Investor Services operations comprise the provision of registry and related services.

  • The Plan Services operations comprise the administration and management of employee share and option plans.

  • The Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery.

  • The Business Services operations comprise the provision of bankruptcy and class action administration services, voucher services, deposit protection services, corporate trust services, loan servicing activities and utility back office services.

  • The Stakeholder Relationship Management Services Group provides investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.

  • Technology Services include the provision of software, specialising in share registry and financial services.

Specific Computershare entities are registered securities transfer agents. In addition, certain controlled entities are trust companies whose charters include the power to accept deposits, primarily acting as an escrow and paying agent on behalf of customers. In certain jurisdictions, entities within the Group are subject to regulation by various federal, provincial and state agencies and undergo periodic examinations by those regulatory agencies.

REVIEW OF OPERATIONS

Statutory basic earnings per share have decreased by 88.9% to 2.79 cents. The Group has recorded an operating profit before tax of $47.5 million for the half-year ended 31 December 2014 (2013: $174.8 million). Total revenue has decreased to $956.7 million (2013: $972.9 million) and operating cash flows have decreased by $44.2 million to $147.7 million (2013: $191.9 million).

The substantial decrease in net profit after tax was largely a result of a non-cash impairment charge of $109.5 million booked against the carrying value of goodwill related to the Voucher Services business (refer to note 11). In addition, the divestment of Highlands Insurance LLC, the loss of a major sub-servicing contract in the loan servicing business and the loss of a large client due to takeover in the Australian utilities back office administration business negatively impacted earnings. The strengthening US dollar negatively affected results across many regions, with the GBP appreciation the only meaningful exception. Lower yields on client balances were a significant drag on profits, predominantly affecting the US business as well as Canada and the UK. On the positive side, some large corporate actions in Canada, improvement in a number of Hong Kong business lines, contributions from acquisitions and related synergies as well as continued cost management focus favourably impacted earnings. Lower interest expense compared to the six months ended 31 December 2013 was also favourable.

CONSOLIDATED PROFIT

The profit of the consolidated entity for the half-year was $15.5 million (2013: $139.4 million) after deducting income tax and non-controlling interests.

  • 3 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT

DIVIDENDS

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

Ordinary shares

  • A final dividend in respect of the year ended 30 June 2014 was declared on 13 August 2014 and paid on 16 September 2014. This was an ordinary dividend of AU 15 cents per share, franked to 20%, amounting to AUD 83,430,462 ($75,216,110).

  • An interim ordinary dividend declared by the directors of the Company in respect of the current financial year, to be paid on 18 March 2015, of AU 15 cents per share, franked to 20% and amounting to AUD 83,430,462 based on shares on issue as at 11 February 2015. The dividend was not declared until 11 February 2015 and accordingly no provision has been recognised at 31 December 2014.

ROUNDING OF AMOUNTS

The parent entity is a company of the kind specified in Australian Securities and Investments Commission Class Order 98/0100. In accordance with that class order, amounts in the consolidated financial statements and the Directors’ Report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise.

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.

Signed in accordance with a resolution of the Directors.

==> picture [182 x 24] intentionally omitted <==

CJ Morris Chairman 11 February 2015

==> picture [96 x 58] intentionally omitted <==

SJ Irving Director

  • 4 -

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Auditor’s Independence Declaration

As lead auditor for the review of Computershare Limited for the half-year ended 31 December 2014, 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 review; and

  • b) no contraventions of any applicable code of professional conduct in relation to the review.

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

==> picture [91 x 58] intentionally omitted <==

Christopher Lewis Partner PricewaterhouseCoopers

Melbourne 11 February 2015

PricewaterhouseCoopers, ABN 52 780 433 757

Freshwater Place, 2 Southbank Boulevard, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

  • 5 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

Half-year Half-year
Note 2014 2013
$000 $000
Revenue from continuing operations



Sales revenue 954,398 971,071
Other revenue 2,322 1,819
Total revenue from continuing operations 956,720 972,890

Other income
2,822 8,631
Expenses

Direct services 746,588 634,282
Technology costs 130,193 130,805
Corporate services 8,731 9,119
Finance costs 25,344 31,832
Total expenses 910,856 806,038

Share of net profit/(loss) of associates and joint ventures accounted for using
the equity method (1,194) (656)
Profit before related income tax expense
47,492

174,827
Income tax expense/(credit) 30,051 33,872

Profit for the halfyear

17,441

140,955
Other comprehensive income that may be reclassified to profit or loss

Available-for-sale financial assets 5 62
Cash flow hedges 1,742 (413)
Exchange differences on translation of foreign operations (79,604) (5,025)
Income tax relatingto components of other comprehensive income 9,970 7,168
Total other comprehensive income for the halfyear, net of tax (67,887) 1,792
Total comprehensive income for the halfyear (50,446) 142,747

Profit for the half year attributable to:


Members of Computershare Limited 15,498 139,436
Non-controllinginterests **1,943 ** 1,519
17,441 140,955

Total comprehensive income for the half year attributable to:


Members of Computershare Limited (51,537) 141,330
Non-controllinginterests **1,091 ** 1,417
(50,446) 142,747
Basic earnings per share (cents per share) 2
2.79 cents

25.07 cents
Diluted earnings per share (cents per share) 2 2.78 cents 24.96 cents

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

  • 6 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT THE HALF-YEAR ENDED 31 DECEMBER 2014

THE HALF-YEAR ENDED 31 DECEMBER 2014
31 December 30 June
Note 2014 2014
$000 $000
CURRENT ASSETS
Cash and cash equivalents 439,135 460,019
Receivables 324,616 374,445
Financial assets held for trading 546 547
Available-for-sale financial assets at fair value 135 246
Other financial assets 188,894 162,838
Inventories 5,005 5,630
Current tax assets 12,260 15,592
Derivative financial instruments 3,516 4,603
Other current assets 38,247 34,917
Assets classified as held for sale 7 **45,594 ** 58,704
Total current assets 1,057,948 1,117,541
NON-CURRENT ASSETS
Receivables 1,566 2,612
Investments accounted for using the equity method 33,360 36,813
Available-for-sale financial assets at fair value 8,645 8,732
Property, plant and equipment 159,004 176,173
Deferred tax assets 189,048 167,625
Derivative financial instruments 28,782 24,064
Intangibles 2,149,521 2,274,640
Total non-current assets 2,569,926 2,690,659
Total assets 3,627,874 3,808,200
CURRENT LIABILITIES
Payables 329,428 416,996
Interest bearing liabilities 224,966 226,210
Current tax liabilities 24,780 33,081
Provisions 62,771 62,417
Deferred consideration 18,667 33,833
Liabilities directly associated with assets classified as held for sale 7 14,619 23,099
Derivative financial instruments 33,860 -
Other **36,259 ** 38,946
Total current liabilities 745,350 834,582
NON-CURRENT LIABILITIES
Payables 1,812 2,303
Interest bearing liabilities 1,470,327 1,433,044
Deferred tax liabilities 196,904 192,215
Provisions 33,640 36,959
Deferred consideration 6,158 6,854
Derivative financial instruments 1,834 -
Other **49,435 ** 35,031
**Total non-current liabilities ** 1,760,110 1,706,406
Total liabilities 2,505,460 2,540,988
Net assets 1,122,414 1,267,212
EQUITY
Contributed equity 35,703 35,703
Reserves (1,930) 84,240
Retained earnings **1,074,587 ** 1,134,305
Total parent entity interest 1,108,360 1,254,248
Non-controllinginterests **14,054 ** 12,964
Total equity 1,122,414 1,267,212
The above statement of financial position should be read in conjunction with the accompanying notes.
  • 7 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

Attributable to members of Computershare Limited to members of Computershare Limited to members of Computershare Limited
Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests
Total
Equity
$000 $000
$000
$000
$000 $000
Total equity at 1 July 2014 35,703 84,240
1,134,305
1,254,248
12,964 1,267,212
Profit for the half-year - -
15,498
15,498
1,943 17,441
Available-for-sale financial assets - 5
-
5
- 5
Cash flow hedges - 1,742
-
1,742
- 1,742
Exchange differences on translation of
foreign operations
- (78,752)
-
(78,752)
(852) (79,604)
Income tax(expense)/credits - 9,970
-
9,970
- 9,970
Total comprehensive income for the
half-year
- (67,035)
15,498
(51,537)
1,091 (50,446)
Transactions with owners in their
capacity as owners:
Dividends provided for or paid - -
(75,216)
(75,216)
(1) (75,217)
Transactions with non-controlling
interests
- (298)
-
(298)
- (298)
Cash purchase of shares on market - (29,155)
-
(29,155)
- (29,155)
Share based remuneration - 10,318
-
10,318
- 10,318
Balance at 31 December 2014 35,703 (1,930)
1,074,587
1,108,360
14,054 1,122,414
Attributable to members of Computershare Limited
Contributed
Equity

Reserves
Retained
Earnings

Total
Non-
controlling
Interests
Total
Equity
$000 $000 $000 $000 $000 $000
Total equity at 1 July 2013 35,703 58,910 1,025,231 1,119,844 11,091 1,130,935
Profit for the half-year - - 139,436 139,436 1,519 140,955
Available-for-sale financial assets - 62 - 62 - 62
Cash flow hedges - (413) - (413) - (413)
Exchange differences on translation of
foreign operations
- (4,923) - (4,923) (102) (5,025)
Income tax(expense)/credits - 7,168 - 7,168 - 7,168
Total comprehensive income for the
half-year
- 1,894 139,436 141,330 1,417 142,747
Transactions with owners in their
capacity as owners:
Dividends provided for or paid - - (71,586) (71,586) (746) (72,332)
Transactions with non-controlling
interests
- (473) - (473) - (473)
Cash purchase of shares on market - (13,042) - (13,042) - (13,042)
Share based remuneration - 10,663 - 10,663 - 10,663
Balance at 31 December 2013 35,703 57,952 1,093,081 1,186,736 11,762 1,198,498

==> picture [493 x 47] intentionally omitted <==

The above statement of changes in equity should be read in conjunction with the accompanying notes.

  • 8 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASH FLOW STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

Half-year

Note
2014
2013
$000
$000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
1,034,934
1,065,486
Payments to suppliers and employees
(809,295)
(778,725)
Loan servicing advances (net)
(21,657)
(31,834)
Dividends received from equity securities
413
24
Interest paid and other finance costs
(26,255)
(32,513)
Interest received
1,909
1,795
Income taxespaid
(32,352)
(32,366)
Net operating cash flows
5
147,697
191,867
CASH FLOWS FROM INVESTING ACTIVITIES

Payments for purchase of controlled entities and businesses (net of cash
acquired) and intangible assets
(110,713)
(61,675)
Payments for investments in associates and joint ventures
-
(28)
Dividends received from associates and joint ventures
242
344
Proceeds from sale of assets
3,412
869
Payments for investments
(1)
(1)
Payments for property, plant and equipment
(10,262)
(6,274)
Proceeds from sale of subsidiaries and businesses,net of cash disposed
-
3,547
Net investing cash flows
(117,322)
(63,218)

CASH FLOWS FROM FINANCING ACTIVITIES

Payments for purchase of ordinary shares - share based awards
(29,155)
(13,042)
Proceeds from borrowings
1,056,031
471,582
Repayment of borrowings
(966,857)
(494,854)
Loan servicing borrowings (net)
2,678
24,299
Dividends paid - ordinary shares (net of dividend reinvestment plan)
(71,464)
(67,375)
Purchase of ordinary shares - dividend reinvestment plan
(3,752)
(4,211)
Dividends paid to non-controlling interests in controlled entities
(1)
(746)
Repayment of finance leases
(4,123)
(4,816)
Net financing cash flows
(16,643)
(89,163)

Net increase in cash and cash equivalents held
13,732
39,486
Cash and cash equivalents at the beginning of the financial year
509,151
454,353
Exchange rate variations on foreign cash balances
(40,910)
15,810
Cash and cash equivalents at the end of the half-year

481,973 *
509,649
* Cash and cash equivalents at 31 December 2014 include $42.8 million (30 June 2014: $49.1 million) cash presented in the Assets held
for sale line item in the Consolidated statement of financial position. Please refer to note 7 for details.


The above cash flow statement should be read in conjunction with the accompanying notes.

  • 9 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

1. BASIS OF PREPARATION OF HALF-YEAR FINANCIAL STATEMENTS

The general purpose financial statements for the interim half-year reporting period ended 31 December 2014 have been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001 . The half-year financial statements of Computershare Limited and its controlled entities also comply with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board.

The interim financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2014 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the Australian Securities Exchange Listing Rules.

The financial report, comprising the financial statements and notes of Computershare Limited and its controlled entities, complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

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

The principal accounting policies adopted in the preparation of the financial statements are consistent with those of the previous financial year and the corresponding interim reporting period.

2. EARNINGS PER SHARE


Basic EPS
Diluted EPS
Management
Basic EPS
Management
Diluted EPS

$000
$000
$000
$000
Half-year ended 31 December 2014
Earnings per share (cents per share)
2.79 cents
2.78 cents
28.88 cents
28.83 cents
Profit for the half-year
17,441
17,441
17,441
17,441
Non-controlling interest (profit)/loss
(1,943)
(1,943)
(1,943)
(1,943)
Add back management adjustment items (see
below)
-
-
145,143
145,143
Net profit attributable to the members of
Computershare Limited
15,498
15,498
160,641
160,641
Weighted average number of ordinary shares
used as denominator in calculating basic
earnings per share
556,203,079
556,203,079
Weighted average number of ordinary and
potential ordinary shares used as denominator
in calculating diluted earnings per share

557,178,079
557,178,079
  • 10 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

Basic EPS Diluted EPS Management Management
Basic EPS Diluted EPS
$000 $000 $000 $000
Half-year ended 31 December 2013
Earnings per share (cents per share) 25.07 cents 24.96 cents 29.41 cents 29.28 cents
Profit for the half-year 140,955 140,955 140,955 140,955
Non-controlling interest (profit)/loss (1,519) (1,519) (1,519) (1,519)
Add back management adjustment items (see
below) - - 24,119 24,119
Net profit attributable to the members of
Computershare Limited 139,436 139,436 163,555 163,555
Weighted average number of ordinary shares
used as denominator in calculating basic
earnings per share 556,203,079 556,203,079
Weighted average number of ordinary and
potential ordinary shares used as denominator
in calculating diluted earnings per share 558,653,079 558,653,079

For the half-year ended 31 December 2014 management adjustment items include the following:

Gross
Tax effect
Net of tax

$000
$000
$000
Amortisation
Intangible assets amortisation
(45,344)
16,314
(29,030)
Acquisitions and disposals
Restructuring provisions
(5,728)
2,295
(3,433)
Acquisition related expenses
(551)
(76)
(627)
Acquisition accounting adjustments
417
(159)
258
Adjustment to disposal accounting
(103)
7
(96)
Other
Impairment of assets
(109,536)
-
(109,536)
Put option liability re-measurement
(2,491)
-
(2,491)
Marked to market adjustments - derivatives
(269)
81
(188)
Total management adjustment items
(163,605)
18,462
(145,143)
For the half-year ended 31 December 2013 management adjustment items include the following:
Gross
Tax effect
Net of tax
$000
$000
$000
Amortisation
Intangible assets amortisation
(48,173)
17,811
(30,362)
Acquisitions and disposals
Adjustment to disposal accounting
2,601
(2)
2,599
Business closure - Australian Funds Services
1,789
(537)
1,252
Acquisition related expenses
(530)
179
(351)
Restructuring provisions
(116)
38
(78)
Other
Foreign exchange gain
3,329
(999)
2,330
Put option liability re-measurement
(425)
-
(425)
Marked to market adjustments - derivatives
1,309
(393)
916
Total management adjustment items
(40,216)
16,097
(24,119)
  • 11 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

Management Adjustment Items

Management adjustment items net of tax for the half-year ended 31 December 2014 were as follows:

Amortisation

  • Customer contracts and 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 for 1H15 was $29.0 million. Amortisation of intangibles purchased outside of business combinations (eg, mortgage servicing rights) is included as a charge against management earnings.

Acquisitions and disposals

  • Restructuring provisions of $3.4 million were raised related to the Olympia Corporate and Shareholder Services, Registrar and Transfer Company and Homeloan Management Limited acquisitions.

  • Acquisition related net costs of $0.6 million were incurred associated with the Registrar and Transfer Company, Shareowner Services, European Global Stock Plan Services and Homeloan Management Limited acquisitions.

  • The deferred consideration liability related to the Specialized Loan Servicing acquisition was re-measured resulting in a benefit of $0.3 million.

  • Finalisation of accounting for the disposal of Highlands Insurance LLC and the Pepper Group resulted in an additional net charge of $0.1 million.

Other

  • An impairment charge of $109.5 million was booked against the carrying value of goodwill related to the Voucher Services business. For further information refer to note 11 as well as the Company’s market announcement dated 30 July 2014 and note 34 of the 2014 Annual Report.

  • The put option liability re-measurement resulted in a charge against profit of $2.5 million reflecting the FX impact on the valuation of the joint venture arrangement in India.

  • Derivatives that have not received hedge designation are marked to market at the reporting date and taken to profit and loss. The valuations resulting in a loss of $0.2 million relate to future estimated cash flows.

3. SEGMENT INFORMATION

The operating segments presented reflect the manner in which the Group has been internally managed and the financial information reported to the chief operating decision maker (CEO) in the current financial year. 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.

There are seven operating segments. Six of them are geographic: Asia, Australia and New Zealand, Canada, Continental Europe, UCIA (United Kingdom, Channel Islands, Ireland & Africa) and the United States of America. In addition, Technology and Other segment comprises the provision of software specialising in share registry, employee plans and financial services globally. It is also a research and development function, for which discrete financial information is reviewed by the CEO.

In each of the six geographic segments the consolidated entity offers its core products and services: Investor Services, Business Services, Plan Services, Communication Services and Stakeholder Relationship Management Services. Investor Services comprise the provision of register maintenance, company meeting logistics, payments and full contact centre and online services. Business Services comprise the provision of voucher administration, bankruptcy administration services, deposit protection services, corporate trust services, loan servicing activities and utility services. Plan Services comprise the administration and management of employee share and option plans. Communication Services comprise laser imaging, intelligent mailing, scanning and electronic communications delivery. Stakeholder Relationship Management Services comprise the provision of investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.

None of the corporate entities have been allocated to the operating segments. The main purpose of these corporate entities is to hold intercompany investments and conduct financing activities.

  • 12 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

OPERATING SEGMENTS

Asia
Australia &
New Zealand
Canada
Continental
Europe
Technology
& Other
UCIA
United
States
Total
$000
$000
$000
$000
$000
$000
$000
$000
December 2014
Total segment revenue
and other income
60,281
178,891
97,082
46,966
115,948
165,646
403,652
1,068,466
External revenue and
other income
59,188
178,425
95,937
46,930
8,602
163,480
402,477
955,039
Intersegment revenue 1,093
466
1,146
36
107,345
2,166
1,175
113,427
Management adjusted
EBITDA
21,669
34,921
42,355
733
16,863
61,830
83,046
261,417
December 2013
Total segment revenue
and other income
54,868
198,404
90,180
45,168
116,395
149,634
429,386
1,084,035
External revenue and
other income
54,865
197,919
88,816
45,135
9,335
147,808
428,092
971,970
Intersegment revenue 3
485
1,364
33
107,060
1,826
1,294
112,065
Management adjusted
EBITDA
18,038
40,524
36,838
423
9,511
55,676
105,353
266,363

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:

Half-year

2014
2013
$000
$000
Total operating segment revenue and other income 1,068,466
1,084,035
Intersegment eliminations (113,427)
(112,065)
Corporate revenue and other income 1,681
920
Total revenue from continuing operations 956,720
972,890

Management adjusted EBITDA

Management adjusted 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.

  • 13 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

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

Half-year
2014
2013
$000
$000
Management adjusted EBITDA - operating segments
261,417
266,363
Management adjusted EBITDA - corporate (2,094)
620
Management adjusted EBITDA
259,323
266,983
Management adjustment items (before related income tax expense):
Intangible assets amortisation (45,344)
(48,173)
Restructuring provisions (5,728)
(116)
Acquisition related expenses (551)
(530)
Acquisition accounting adjustments 417
-
Adjustment to disposal accounting (103)
2,601
Business closure adjustment - Australian Funds Services -
1,789
Impairment of assets - Computershare Voucher Services (109,536)
-
Foreign exchange gain -
3,329
Put option liability re-measurement (2,491)
(425)
Market to market adjustments - derivatives (269)
1,309
Total management adjustment items (note 2) (163,605)
(40,216)
Finance costs (25,344)
(31,832)
Other amortisation and depreciation (22,882)
(20,108)
Profit before income tax from continuing operations
47,492
174,827
4. DIVIDENDS
2014
2013
$000
$000
Ordinary shares
Dividends provided for or paid during the half-year 75,216
71,586

Dividends not recognised at the end of the half-year

In addition to the above dividends, since the end of the half-year the directors have declared the payment of an interim dividend of AU 15 cents per fully paid ordinary share, franked to 20%. As the dividend was not declared until 11 February 2015, a provision has not been recognised as at 31 December 2014.

  • 14 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

5. RECONCILIATION OF NET PROFIT AFTER TAX TO CASH FLOWS FROM OPERATING ACTIVITIES

ACTIVITIES
Half-year
2014
2013
$000
$000
Net profit after income tax 17,441
140,955
Adjustments for non-cash income and expense items:
Impairment charge 109,536
-
Depreciation and amortisation 68,226
68,281
Net (gain)/loss on asset disposals and fair value adjustments (169)
(2,821)
Share of net (profit)/loss of associates and joint ventures accounted for using
equity method
1,194
656
Employee benefits – share based expense 9,576
10,219
Financial instruments – fair value adjustments 2,760
(782)
Changes in assets and liabilities:
(Increase)/decrease in receivables 19,701
33,237
(Increase)/decrease in inventories 2,625
5,381
(Increase)/decrease in other financial assets and other current assets (14,514)
(32,874)
Increase/(decrease) in payables and provisions (66,382)
(32,126)
Increase/(decrease) in tax balances (2,297)
1,741
Net cash and cash equivalents from operating activities 147,697
191,867

6. BUSINESS COMBINATIONS

On 17 November 2014 Computershare acquired 100% of Homeloan Management Limited (HML) from Skipton Building Society in the UK. HML is a third party mortgage administration business. Total consideration was $89.9 million, which included contingent consideration of $1.3 million. Contingent consideration is based on the best estimate at acquisition date and is capped at $1.3 million.

This business combination contributed $15.5 million to the total revenue of the Group. Had the acquisition occurred on 1 July 2014, the total revenue contribution to the Group by the acquired entity would have been $46.8 million.

Details of the acquisition are as follows:

$000
Cash consideration 88,580
Contingent consideration 1,344
Total consideration paid 89,924
Less fair value of identifiable assets acquired (26,027)
Provisional goodwillon consolidation* 63,897
* Identification and valuation of net assets acquired will be completed within the 12 month measurement period in
accordance with the Group’s accounting policy.
Assets and liabilities arising from this acquisition are as follows:
Fair value
$000
Cash 11,640
Current receivables 4,983
Tax assets 2,032
Other current assets 13,431
Plant, property and equipment 3,873
Deferred tax assets 303
Current payables (4,634)
Currentprovisions (5,601)
Net assets 26,027
  • 15 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

Purchase consideration
Inflow/(outflow) of cash to acquire the entity, net of cash acquired:
$000
Cash balance acquired 11,640
Less cashpaid (88,580)
Net inflow/(outflow) of cash (76,940)

In accordance with the accounting policy, the acquisition accounting for Registrar and Transfer Company (R&T), SG Vestia Systems Inc. (SG Vestia) and Probity have been finalised. Intangible assets of $37.3 million for R&T, $1.9 million for SG Vestia and $0.6 million for Probity have been reclassified out of goodwill.

7. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE

31 December
30 June
2014
2014
$000
$000
Assets classified as held for sale:
Cash and cash equivalents 42,838
49,132
Financial assets held for trading 2,496
6,468
Inventories -
2,608
Other 260
496
Total assets held for sale 45,594
58,704

Liabilities directly associated with assets classified as held for sale:
Payables 14,553
22,901
Other 66
198
Total liabilities held for sale 14,619
23,099

A contract to sell VEM Aktienbank AG (VEM), a corporate action bank located in Germany, has been signed in the current reporting period. The disposal is subject to a regulatory approval process, which is expected to take between three and six months. Consequently, VEM continues to be classified as a disposal group held for sale. VEM’s assets and liabilities are carried at fair value less cost to sell and are presented separately within current assets and current liabilities in the consolidated statement of financial position.

8. EQUITY SECURITIES ISSUED

There has been no issue of ordinary shares, nor shares bought back on market and cancelled during the half-year ended 31 December 2014.

  • 16 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

9. FAIR VALUE MEASUREMENTS

AASB 13 requires disclosure of fair value measurement by level of the following fair value measurement hierarchy:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: 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); or

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following tables present the Group’s financial assets and liabilities measured and recognised at fair value at 31 December 2014. The comparative figures are also presented below.

As at 31 December 2014
Assets

Financial assets held-for-trading
Derivatives used for hedging
Available-for-sale financial assets - equitysecurities
Level 1
Level 2
Level 3
Total
$000
$000
$000
$000
546
-
-
546
-
32,298
-
32,298
8,780
-
-
8,780
Total assets
9,326
32,298
-
41,624
Liabilities

Borrowings
Derivatives used for hedging
-
507,425
-
507,425
-
35,694
-
35,694
Total liabilities
-
543,119
-
543,119
As at 30 June 2014
Assets

Financial assets held-for-trading
Derivatives used for hedging
Available-for-sale financial assets - equitysecurities
Level 1
Level 2
Level 3
Total
$000
$000
$000
$000
547
-
-
547
-
28,667
-
28,667
8,978
-
-
8,978
Total assets 9,525
28,667
-
38,192
Liabilities
Borrowings
-
507,070
-
507,070
Total liabilities -
507,070
-
507,070

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the end of the reporting period. These instruments are included in level 1.

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period. These instruments are included in level 2 and comprise derivative financial instruments and the portion of borrowings included in the fair value hedge.

Net fair value of financial assets and liabilities

The carrying amounts of cash and cash equivalents, receivables, payables, non-interest bearing liabilities, finance leases, loans and derivatives approximate their fair values for the Group except for the unhedged portion of USD Senior Notes of $450.0 million (30 June 2014: $450.0 million), where the fair value was $467.6 million as at 31 December 2014 (30 June 2014: $465.0 million).

  • 17 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

10. CONTINGENT LIABILITIES

(a) Guarantees, indemnities and other contingent liabilities

Guarantees and indemnities given to the consolidated entity’s Bankers by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Investments (UK) (No. 3) Ltd, Computershare Finance Company Pty Ltd, Computershare US and Computershare Investor Services Inc under a Multicurrency Syndicated Facility Agreement dated 27 May 2010, amended on 28 October 2011 and 17 July 2014, have increased to $900.0 million in the current reporting period from $800.0 million as at 30 June 2014.

There have been no other material changes to guarantees, indemnities and other contingent liabilities since the last reporting date.

(b) Legal and regulatory matters

Due to the nature of operations, certain commercial claims in the normal course of business have been made against the consolidated entity in various countries. An inherent difficulty in predicting the outcome of such matters exists, but in the opinion of the Group, based on current knowledge and in consultation with legal counsel, we do not expect any material liability to the Group to eventuate. The status of all claims is monitored on an ongoing basis, together with the adequacy of any provisions recorded in the Group’s Financial Statements.

11. OTHER SIGNIFICANT INFORMATION

On 30 July 2014, Computershare received notification from the UK Government that it had concluded its consultation process on the provision of childcare accounts within the new UK Tax-Free childcare scheme (the Scheme) and determined that National Savings and Investments, a government agency, will be the Scheme’s account provider working in partnership with Her Majesty’s Revenue and Customs. The Scheme is scheduled to commence in the second half of calendar year 2015. As the implementation of the new Scheme will progressively reduce the earnings of Computershare's Voucher Services business, the related goodwill was written down in the current reporting period resulting in an impairment charge of $109.5 million 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 expense section of the statement of comprehensive income. It is expected that the remaining goodwill associated with this business of $31 million will be written off over the next few years. Voucher Services is part of the UCIA segment.

12. SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

No matter or circumstance has arisen since the reporting date which is not otherwise reflected in this report that has significantly affected or may significantly affect the operations of the consolidated entity.

  • 18 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ DECLARATION

Directors’ Declaration

In the directors’ opinion:

  • (a) the financial statements and notes set out on pages 2 to 18 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 31 December 2014 and of its performance for the half-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.

Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

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

==> picture [182 x 24] intentionally omitted <==

CJ Morris Chairman

==> picture [97 x 58] intentionally omitted <==

SJ Irving

Director

Melbourne

11 February 2015

  • 19 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES STATEMENTS OF THE CEO AND CFO

Statement to the Board of Directors of Computershare Limited

The Chief Executive Officer and Chief Financial Officer state that:

  • (a) the financial records of the consolidated entity for the half-year ended 31 December 2014 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 half-year ended 31 December 2014:

  • (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 31 December 2014 and of their performance for the half-year ended on that date.

==> picture [96 x 58] intentionally omitted <==

==> picture [69 x 57] intentionally omitted <==

SJ Irving

MB Davis

Chief Executive Officer

Chief Financial Officer

11 February 2015

  • 20 -

==> picture [77 x 59] intentionally omitted <==

Independent auditor’s review report to the members of Computershare Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Computershare Limited (the Company), which comprises the consolidated statement of financial position as at 31 December 2014, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on that date, selected explanatory notes and the directors' declaration for Computershare Group Limited (the consolidated entity). The consolidated entity comprises the Company and the entities it controlled during that half-year.

Directors’ responsibility for the half-year financial report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement whether due to fraud or error. In note 1, the directors also state that the consolidated financial statements, comply with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board.

Auditor’s responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Australian Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Computershare Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .

PricewaterhouseCoopers, ABN 52 780 433 757

Freshwater Place, 2 Southbank Boulevard, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

  • 21 -

==> picture [77 x 59] intentionally omitted <==

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Computershare Limited:

  • a) is not in accordance with the Corporations Act 2001 including:

  • i. giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and of its performance for the half-year ended on that date;

  • ii. complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

  • b) does not comply with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board as disclosed in note 1.

==> picture [157 x 40] intentionally omitted <==

PricewaterhouseCoopers

==> picture [91 x 58] intentionally omitted <==

Christopher Lewis Partner

Melbourne 11 February 2015

  • 22 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION

NTA Backing (Appendix 4D item 3)

31 December 31 December
2014 2013
Net tangible asset backing per ordinary share
(2.21)

(2.24)

Controlled entities acquired or disposed of (Appendix 4D item 4)

Acquired Date control gained
Baseline Capital Limited 17 November 2014
Homeloan Management Limited 17 November 2014
Specialist Mortgage Services Ireland Limited 17 November 2014
Specialist Mortgage Services Limited 17 November 2014
KB Analytics Limited 17 November 2014
Mortgage Systems Limited 17 November 2014
Savings Management Limited 17 November 2014
HML Mortgage Services Ireland Limited 17 November 2014

Additional dividend information (Appendix 4D item 5)

Details of dividends declared or paid during or subsequent to the half-year ended 31 December 2014 are as follows:

Record date Payment date Type Amount per
security
Total
dividend
(AUD)
Franked
amount per
security
Conduit foreign
income amount
per security
21 August 2014 16 September
2014
Final AU 15 cents 83,430,462 AU 3.0 cents AU 12.0 cents
23 February2015 18 March 2015 Interim AU 15 cents 83,430,462 AU 3.0 cents AU 12.0 cents

Dividend reinvestment plans (Appendix 4D item 6)

Computershare operates a Dividend Reinvestment Plan (DRP) which provides eligible shareholders with the opportunity to elect to take all or part of dividends in the form of shares in accordance with the DRP plan rules. Shares are provided under the plan free of brokerage and other transaction costs and will rank equally with all other ordinary shares on issue.

The DRP will apply to the interim dividend declared in respect of the current financial year on 11 February 2015. Applications or notices received after 5.00pm (Melbourne time) on 24 February 2015 will not be effective for payment of this interim dividend but will be effective for future dividend payments.

The DRP price for the interim dividend will be equal to the arithmetic average of the daily volume weighted average market price (rounded to the nearest cent) of all shares sold through a normal trade on the ASX automated trading system during the DRP pricing period for this dividend, being 26 February 2015 to 11 March 2015 (inclusive). No discount will apply to the DRP price.

  • 23 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION

Associates and joint venture entities (Appendix 4D item 7)

Name Place of
incorporation
Principal activity Ownership
interest
Ownership
interest
Consolidated
carrying amount
Consolidated
carrying amount
Dec Jun Dec Jun
2014 2014 2014 2014
% % $000 $000
Joint Ventures
Japan Shareholder Services Ltd Japan Technology Services 50 50 1,295 1,518
Computershare Pan Africa Holdings Ltd Mauritius Investor Services 60 60 - -
Computershare Pan Africa Ghana Ltd Ghana Investor Services 60 60 - -
Computershare Pan Africa Nominees Ghana Ltd Ghana Investor Services 60 60 - -
Asset Checker Ltd United Kingdom Investor Services 50 50 - -
VisEq GmbH Germany Investor Services 66 66 216 243
Digital Post Australia Pty Limited* Australia Technology Services 80 80 - -
Associates
Expandi Ltd United Kingdom Investor Services 25 25 5,940 6,253
Milestone Group Pty Ltd Australia Technology Services 20 20 6,594 8,118
The Reach Agency Pty Ltd Australia Investor Services 49 49 1,275 1,411
INVeSHARE Inc. United States Investor Services 40 40 18,010 19,234
Mergit s.r.l. Italy TechnologyServices **30 ** 30 **30 ** 36
**33,360 ** 36,813

*Digital Post Australia Pty Limited ceased operating in the current reporting period.

The share of net profit of associates and joint ventures accounted for using the equity method for the half-year ended 31 December 2014 is a loss of $1.2 million (31 December 2013: $0.7 million loss).

Foreign Entities (Appendix 4D item 8)

For foreign entities, International Financial Reporting Standards are used in compiling the half-year consolidated report.

  • 24 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION

CORPORATE DIRECTORY

DIRECTORS

Christopher John Morris (Chairman) Stuart James Irving (President and Chief Executive Officer) Simon David Jones Markus Erhard Kerber Penelope Jane Maclagan Arthur Leslie Owen Nerolie Phyllis Withnall Tiffany Lee Fuller Joseph Mark Velli

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 Australian Securities Exchange

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

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

SOLICITORS

Minter Ellison Level 23, Rialto Towers 525 Collins Street Melbourne VIC 3000

AUDITORS

PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard Southbank VIC 3006

  • 25 -