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COMPUTERSHARE LIMITED. Interim / Quarterly Report 2023

Feb 13, 2023

64696_rns_2023-02-13_2a2b6802-0dcb-4f7b-9703-b74c56488425.pdf

Interim / Quarterly Report

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ASX HALF-YEAR REPORT

Computershare Limited

ABN 71 005 485 825

31 December 2022

Lodged with the ASX under Listing Rule 4.2A

This information should be read in conjunction with the 30 June 2022 Annual Report.

Contents
Results for Announcement to the Market(Appendix 4D item 2) 2
Half-year report(ASX Listing rule 4.2A1) 9
Supplementary Appendix 4D information(Appendix 4D items 3 to 8) 29
Corporate Directory 31

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

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 DECEMBER 2022 (Previous corresponding period half-year ended 31 December 2021)

RESULTS FOR ANNOUNCEMENT TO THE MARKET

$000
Revenuefrom ordinary activities up 30.1% to 1,504,934
(Appendix 4D item 2.1)
Profit/(loss)after tax attributable to members up 92.3% to 177,051
(Appendix 4D item 2.2)
Net profit/(loss)for the period attributable to members up 92.3% to 177,051
(Appendix 4D item 2.3)
Dividends Amount per security Franked amount per security
(Appendix 4D item 2.4)
Interim dividend AU 30 cents AU 0.0 cents
Final dividend (prior year) AU 30 cents AU 0.0 cents

Record date for determining entitlements to the interim dividend (Appendix 4D item 2.5) 22 February 2023

Explanation of Revenue (Appendix 4D item 2.6)

Total revenue for the half-year increased to $1,504.9 million (2021: $1,157.2 million). The Computershare Corporate Trust (CCT) acquisition, which completed on 1 November 2021, contributed $312.7 million incremental revenue versus the prior corresponding period. Margin income increased $282.0 million, $156.0 million of which came from CCT. Excluding the impact of the acquisition and margin income, total revenue decreased by $90.9 million.

Key business movements, excluding margin income, were as follows:

  • Issuer Services revenues decreased $20.2 million, reflecting lower event-based revenues for Corporate Actions and Stakeholder Relationship Management and reduced transactional volumes in Registry. These declines were partially offset by revenue growth in Governance Services.

  • Employee Share Plans revenues decreased $20.3 million as a result of lower trading activity across most geographies, predominantly due to the equity market environment.

  • Business Services revenues were down $4.9 million due to lower volumes of bankruptcy activity in the US. Canadian Corporate Trust revenue was impacted by the sale of Private Capital Solutions client accounts in December 2021. Both of these were partially offset by higher Class Actions revenues, driven by a larger number of case wins versus the corresponding period.

  • Mortgage Services revenues in the US decreased $32.2 million. Higher mortgage interest rates impacted origination and refinancing related transaction volumes in our Capital Markets (Co-Issue), Recovery and Fulfillment business lines. We also sold fewer MSRs to recycle capital than in 1H22, resulting in lower gain on sale income. In the UK, revenues were lower $7.9 million due to legacy book run-off and higher mortgage interest rates impacting origination related revenues.

  • CCT revenues were $156.7 million higher than 1H22 reflecting full six months ownership of CCT compared to just two months in 1H22.

Margin income excluding the impact of the CCT acquisition was up $126.0 million primarily driven by an increase in global interest rates from FY22 Q4 with the benefits continuing into 1H23. This was partly offset by lower average client balances, which were down $2b to $19.4b (1H22: $21.4b).

A weaker Australian dollar, British pound and Canadian dollar relative to the corresponding period decreased the translated USD revenue contribution from those regions.

  • 2 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 DECEMBER 2022 (Previous corresponding period half-year ended 31 December 2021)

RESULTS FOR ANNOUNCEMENT TO THE MARKET

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

Net statutory profit after tax attributable to members was $177.1 million, an increase of 92.3% over the corresponding period.

Revenue was higher than the corresponding period due to the CCT acquisition and higher margin income due to rising interest rates. Excluding these items, there was a decline in revenues for Registry Maintenance, Corporate Actions, Employee Share Plans, Bankruptcy and Mortgage Services largely due to market conditions impacting transaction and event-based activity. This was in part offset by growth in Governance Services and Class Actions. Outside the normal trading revenues, the Group benefitted from higher interest income due to rising interest rates.

Total expenses were up $192.7 million, principally due to $161.3 million of higher expenses in CCT reflecting six months of trading compared to two months in the prior corresponding period (this includes integration and acquisition related expenses). Excluding CCT, expenses were $31.4 million above the prior period driven by general inflation and higher borrowing costs from increased interest rates, higher costs related to the Finance and People Transformation project and US Mortgage Services cost-out programme, together with an asset impairment charge for UK Mortgage Services.

The Group’s effective tax rate at 32.6% was higher than 1H22’s rate of 29.9%. The increase in the effective tax rate was primarily driven by $7.6 million of Canadian withholding tax on internal dividends which was not creditable in 1H23.

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 30 cents per share. This dividend is unfranked.

  • 3 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES

INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 December 2022

Contents
Directors’ report 5
Auditor’s independence declaration 8
Consolidated statement of profit or loss and other comprehensive income 9
Consolidated statement of financial position 10
Consolidated statement of changes in equity 11
Consolidated cash flow statement 12
Notes to the consolidated financial statements 13
Directors’ declaration 25
Statement to the Board of Directors 26
Independent auditor’s review report to the members 27

This interim financial report does 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 2022 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.

  • 4 -

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 2022.

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

Paul Joseph Reynolds (Chairman from 11 November 2022) Simon David Jones (retired as Chairman effective 10 November 2022) Abigail Pip Cleland Tiffany Lee Fuller Lisa Mary Gay John Nendick Joseph Mark Velli

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 Issuer Services, Employee Share Plans & Voucher Services, Communication Services, Mortgage Services & Property Rental Services, Business Services, Computershare Corporate Trust and Technology Services.

  • The Issuer Services operations comprise register maintenance, corporate actions, stakeholder relationship management and corporate governance and related services.

  • The Employee Share Plans & Voucher Services operations comprise the provision of administration and related services for employee share and option plans, together with Childcare Voucher administration in the UK.

  • The Mortgage Services & Property Rental Services operations comprise mortgage servicing and related activities, together with tenancy deposit protection services in the UK.

  • The Communication Services and Utilities operations comprise document composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery.

  • The Business Services operations comprise the provision of bankruptcy and class actions administration services and the legacy corporate trust operations in Canada and the US.

  • The Computershare Corporate Trust operations comprises trust and agency services in connection with the administration of debt securities in the US.

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

Computershare has a range of regulated businesses around the world, including transfer agencies, licensed dealers, corporate trusts and mortgage servicers.

REVIEW OF OPERATIONS

The Group recorded a profit before tax of $263.3 million for the half-year ended 31 December 2022 (2021: $131.4 million). Total revenue increased to $1,504.9 million (2021: $1,157.2 million) and expenses were up by $192.7 million. The Group benefitted from the Computershare Corporate Trust (CCT) acquisition, which generated $190.2 million of incremental management EBIT, reflecting full six months ownership compared to two months in 1H22. Additionally, the prior year benefitted from the disposal of the Group's investment in Milestone Group Pty Ltd and the sale of Private Capital Solutions client accounts in Canada totalling $17.1 million.

Margin income was $282.0 million higher, of which the CCT acquisition contributed $156.0 million.

  • 5 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT

Issuer Services revenues excluding margin income were down on the prior period, reflecting lower event-based revenues for Corporate Actions and Stakeholder Relationship Management as well as reduced transactional volumes in Registry. This was partially offset by revenue growth in Governance Services.

Business Services revenues excluding margin income were down due to lower levels of bankruptcy activity whilst Corporate Trust revenue was impacted by the sale of Private Capital Solutions client accounts in Canada in December 2021. Class Actions revenues were up driven by a larger number of case wins versus the prior period.

US mortgage services revenues excluding margin income were lower than the prior period. Higher mortgage interest rates impacted origination and refinancing related transaction volumes in our Capital Markets (Co-Issue), Recovery and Fulfillment business lines whilst we also sold fewer MSRs to recycle capital than in 1H22, resulting in lower gain on sale income. Costs were favourable due to a reduction in Fulfillment headcount, in part offset by higher amortisation expense. In the UK, revenues were down due to legacy book run-off and lower originationrelated activity.

Employee Share Plans revenue excluding margin income decreased reflecting lower trading activity across most geographies, predominantly due to equity market conditions.

CCT revenue and EBIT were higher than prior period. The increased contribution reflects six months of ownership compared to two months in 1H22.

Operating expenses for all segments were impacted by general cost inflation, including global wage inflation, vendor contract increases and a return to travel and entertainment, which contributed to the EBIT ex MI deterioration vs 1H22.

Operating cash flows decreased by $45.8 million to $173.5 million (2021: $219.3 million) compared to the corresponding period. Excluding the impact of loan servicing advances, operating cash flows increased by $44.3 million compared to 1H22 due to higher margin income and six months of contribution from CCT.

CONSOLIDATED PROFIT

The profit of the consolidated entity for the half-year was $177.1 million (2021: $92.1 million) after deducting income tax and non-controlling interests.

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 2022 was declared on 09 August 2022 and paid on 12 September 2022. This was an ordinary unfranked dividend of AUD 30 cents per share.

  • An interim dividend determined by the directors of the Company to be paid in respect of the current financial year on 21 March 2023. This is an ordinary unfranked dividend of AU 30 cents per share, amounting to AUD 181,118,801 based on shares on issue as at 14 February 2023. The dividend was not determined to be paid until 14 February 2023 and accordingly no provision has been recognised at 31 December 2022.

  • 6 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT

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. In accordance with that legislative instrument, amounts in the interim financial report 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 [156 x 37] intentionally omitted <==

PJ Reynolds Chairman

==> picture [76 x 45] intentionally omitted <==

SJ Irving

Chief Executive Officer

14 February 2023

  • 7 -

==> picture [73 x 55] intentionally omitted <==

Auditor’s Independence Declaration

As lead auditor for the review of Computershare Limited for the half-year ended 31 December 2022, 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 [94 x 28] intentionally omitted <==

Marcus Laithwaite Partner PricewaterhouseCoopers

Melbourne 14 February 2023

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.

‐ 8 ‐

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the half-year ended 31 December 2022

Note
Revenue from continuing operations
Sales revenue
Interest received
Dividends received
Total revenue from continuing operations
Other income
Expenses
Direct services
Technology costs
Corporate services
Finance costs
Total expenses
Share of net profit/(loss) of associates and joint ventures accounted
for using the equity method
Profit before related income tax expense
Income tax expense/(credit)
4
Profit for the half year
Other comprehensive income that may be reclassified to
profit or loss
Cash flow hedges and cost of hedging
10
Exchange differences on translation of foreign operations
Income tax relating to components of other comprehensive income
Total other comprehensive income for the half year, net of
tax
Total comprehensive income for the half year
Profit for the half year attributable to:
Members of Computershare Limited
Non-controlling interests
Total comprehensive income for the half year attributable to:
Members of Computershare Limited
Non-controlling interests
Basic earnings per share (cents per share)
2
Diluted earnings per share (cents per share)
2
Half-year
2022
2021
$000
$000
1,491,854
1,156,501
9,055
686
4,025
-
1,504,934
1,157,187
8,456
31,427
991,259
859,083
177,670
151,509
27,562
19,606
53,655
27,199
1,250,146
1,057,397
83
222
263,327
131,439
85,966
39,294
177,361
92,145
(194,934)
(16,834)
(31,377)
(34,301)
65,167
9,297
(161,144)
(41,838)
16,217
50,307
177,051
92,056
310
89
177,361
92,145
16,013
50,535
204
(228)
16,217
50,307
29.33 cents
15.25 cents
29.26 cents
15.22 cents

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

  • 9 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2022

Note
CURRENT ASSETS
Cash and cash equivalents
Other financial assets
Receivables
Loan servicing advances
Financial assets at fair value through profit or loss
Inventories
Current tax assets
Prepayments
Assets classified as held for sale
8
Other current assets
Total current assets
NON-CURRENT ASSETS
Receivables
Investments accounted for using the equity method
Financial assets at fair value through profit or loss
Property, plant and equipment
Right-of-use assets
Deferred tax assets
Intangibles
Other non-current assets
Total non-current assets
Total assets
CURRENT LIABILITIES
Payables
Borrowings
9
Lease liabilities
Current tax liabilities
Financial liabilities at fair value through profit or loss
Provisions
Deferred consideration
Mortgage servicing related liabilities
Liabilities classified as held for sale
8
Total current liabilities
NON-CURRENT LIABILITIES
Payables
Borrowings
9
Lease liabilities
Financial liabilities at fair value through profit or loss
Deferred tax liabilities
Provisions
Deferred consideration
Mortgage servicing related liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
11
Reserves
Retained earnings
Total parent entity interest
Non-controlling interests
Total equity
31 December
30 June
2022
2022
$000
$000
998,046
1,000,817
79,264
84,122
540,218
481,181
370,140
296,118
3,861
8,188
5,992
5,263
17,230
7,130
58,896
43,470
-
78,763
7,391
2,853
2,081,038
2,007,905
1,636
171
8,419
8,380
53,640
61,807
133,535
134,207
156,261
170,721
246,354
176,149
3,530,606
3,536,727
871
630
4,131,322
4,088,792
6,212,360
6,096,697
516,886
543,669
102,895
559,331
42,644
40,703
25,888
24,663
27,551
5,135
41,416
37,601
647
651
34,275
34,460
-
23,897
792,202
1,270,110
38,141
38,899
2,360,725
1,843,020
148,456
162,145
450,028
230,831
242,032
232,033
23,470
23,147
684
975
80,689
97,734
3,344,225
2,628,784
4,136,427
3,898,894
2,075,933
2,197,803
519,299
519,299
(277,235)
(99,693)
1,832,235
1,776,767
2,074,299
2,196,373
1,634
1,430
2,075,933
2,197,803

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

  • 10 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the half-year ended 31 December 2022

Note
Total equity at 1 July 2022
Profit for the half-year
Cash flow hedges and cost of
hedging
Exchange differences on
translation of foreign operations
Income tax (expense)/credits
Total comprehensive income
for the half-year
Transactions with owners in
their capacity as owners:
Dividends provided for or paid
5
Cash purchase of shares on
market
Share based remuneration
Balance at 31 December 2022
Total equity at 1 July 2021
Profit for the half-year
Cash flow hedges and cost of
hedging
Exchange differences on
translation of foreign operations
Income tax (expense)/credits
Total comprehensive income
for the half-year
Transactions with owners in
their capacity as owners:
Dividends provided for or paid
5
Cash purchase of shares on
market
Share based remuneration
Balance at 31 December 2021*
Attributable to members of Computershare

Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests
Total
Equity
$000
$000
$000
$000
$000
$000
519,299
(99,693) 1,776,767 2,196,373
1,430 2,197,803
-
-
177,051
177,051
310
177,361
-
(194,934)
-
(194,934)
-
(194,934)
-
(31,271)
-
(31,271)
(106)
(31,377)
-
65,167
-
65,167
-
65,167
- (161,038)
177,051
16,013
204
16,217
-
-
(121,583)
(121,583)
-
(121,583)
-
(31,677)
-
(31,677)
-
(31,677)
-
15,173
-
15,173
-
15,173
519,299 (277,235) 1,832,235 2,074,299
1,634 2,075,933
Attributable to members of Computershare Limited
Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests
Total
Equity
$000
$000
$000
$000
$000
$000
519,299
6,337 1,755,361 2,280,997
1,938 2,282,935
-
-
92,056
92,056
89
92,145
-
(16,834)
-
(16,834)
-
(16,834)
-
(33,984)
-
(33,984)
(317)
(34,301)
-
9,297
-
9,297
-
9,297
-
(41,521)
92,056
50,535
(228)
50,307
-
-
(101,917)
(101,917)
-
(101,917)
-
(22,627)
-
(22,627)
-
(22,627)
-
13,396
-
13,396
-
13,396
519,299
(44,415) 1,745,500 2,220,384
1,710 2,222,094
  • July 2021 opening equity balance has been restated to reflect correction of an immaterial error impacting prior periods - 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.

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

  • 11 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASH FLOW STATEMENT For the half-year ended 31 December 2022

Note
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Loan servicing advances (net)
Dividends received from associates, joint ventures and equity
securities
Interest paid and other finance costs
Interest received
Income taxes paid
Net operating cash flows
6
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of controlled entities and businesses (net of
cash acquired)
Proceeds from/(payments for) intangible assets including MSRs
Proceeds from sale of associate
Proceeds from/(payments for) investments
Payments for property, plant and equipment
Net investing cash flows
CASH FLOWS FROM FINANCING ACTIVITIES
Payments for purchase of ordinary shares - share based awards
Proceeds from borrowings
Repayment of borrowings
Loan servicing borrowings (net)
Dividends paid - ordinary shares (net of dividend reinvestment plan)
Purchase of ordinary shares - dividend reinvestment plan
Lease principal payments
Net financing cash flows
Net increase/(decrease) in cash and cash equivalents held
Cash and cash equivalents at the beginning of the financial year
Exchange rate variations on foreign cash balances
Cash and cash equivalents at the end of the half-year1
Half-year
2022
2021
$000
$000
1,440,049
1,181,051
(1,062,612)
(903,475)
(74,023)
16,001
4,025
-
(62,168)
(39,452)
9,055
686
(80,836)
(35,556)
173,490
219,255
(292)
(729,658)
(102,024)
(4,489)
-
16,696
2,500
(4,838)
(17,163)
(12,281)
(116,979)
(734,570)
(31,677)
(22,627)
417,477
1,139,218
(335,751)
(284,173)
16,135
(19,463)
(106,477)
(86,587)
(15,106)
(15,330)
(22,196)
(28,896)
(77,595)
682,142
(21,084)
166,827
1,030,765
816,810
(11,635)
(14,202)
998,046
969,435

1 Cash and cash equivalents at 31 December 2022 includes nil cash (31 December 2021: $33.0 million, 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 should be read in conjunction with the accompanying notes.

  • 12 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022

1. BASIS OF PREPARATION

The interim financial report for the half-year reporting period ended 31 December 2022 includes the condensed financial statements for the consolidated entity consisting of Computershare Limited and its controlled entities, referred to collectively as the “consolidated entity”, “the Group” or “Computershare”.

The interim financial report is a general purpose financial report prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001. The interim financial report also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), including IAS 34 Interim Financial Reporting.

The interim financial report does 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 2022 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.

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

The accounting policies adopted are materially consistent with those of the previous financial year and the corresponding interim reporting period.

2. EARNINGS PER SHARE

Half-year ended 31 December 2022
Earnings per share (cents per share)
Reconciliation of earnings
Profit for the half-year
Non-controlling interest (profit)/loss
Add back management adjustment items (see
below)
Net profit attributable to the members
of Computershare Limited
Weighted average number of ordinary shares
used as denominator in calculating earnings
per share
Basic EPS
Diluted EPS
Management
Basic EPS
Management
Diluted EPS
29.33 cents
29.26 cents
44.55 cents
44.44 cents
$000
$000
$000
$000
177,361
177,361
177,361
177,361
(310)
(310)
(310)
(310)
-
-
91,880
91,880
177,051
177,051
268,931
268,931
603,729,336
605,104,346
603,729,336
605,104,346
  • 13 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the half-year ended 31 December 2022

Half-year ended 31 December 2021
Earnings per share (cents per share)
Reconciliation of earnings
Profit for the half-year
Non-controlling interest (profit)/loss
Add back management adjustment items (see
below)
Net profit attributable to the members of
Computershare Limited
Weighted average number of ordinary shares
used as denominator in calculating earnings
per share
Basic EPS
Diluted EPS
Management
Basic EPS
Management
Diluted EPS
15.25 cents
15.22 cents
23.10 cents
23.06 cents
$000
$000 $000
$000
92,145
92,145
92,145
92,145
(89)
(89)
(89)
(89)
-
-
47,420
47,420
92,056
92,056
139,476
139,476
603,729,336
604,729,014
603,729,336
604,729,014

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

Weighted average number of ordinary shares used as the denominator in
calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Share appreciation rights
Performance rights
Weighted average number of ordinary shares and potential ordinary shares
used as the denominator in calculating diluted earnings per share
2022
2021
Number
Number
603,729,336
603,729,336
680,307
361,611
694,703
638,067
605,104,346
604,729,014

For the half-year ended 31 December 2022 management adjustment items include the following:

Amortisation
Amortisation of intangible assets
Acquisitions and disposals
Acquisition related integration expenses
Adjustment of contingent consideration receivable
Other
Major restructuring costs
Marked to market adjustments - derivatives
UK Mortgage Services impairment
Total management adjustment items
Gross
Tax effect
Net of tax
$000
$000
$000
(48,049)
12,931
(35,118)
(43,868)
11,948
(31,920)
2,751
(825)
1,926
(16,008)
4,229
(11,779)
(3,584)
931
(2,653)
(14,944)
2,608
(12,336)
(123,702)
31,822
(91,880)
  • 14 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022

Management Adjustment Items

Management adjustment items net of tax for the half-year ended 31 December 2022 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 half-year ended 31 December 2022 was $35.1 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 ($22.2 million) and the ongoing integration of Equatex including the rollout of the acquired software ($8.3 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 $1.9 million.

Other

  • Costs of $11.8 million were incurred in respect of major restructuring programmes spanning several years including Finance and People transformation, US Mortgage Services cost-out programme and continued property rationalisation.

  • Revaluation of derivatives that have not received hedge designation and the ineffective portion of derivatives in hedge relationships are taken to profit or loss in the statutory results. The impact in the current reporting period was a loss of $2.7 million.

  • An impairment charge of $12.3 million was incurred in respect of intangible assets, right-of-use assets and property, plant and equipment in UK Mortgage Services as their carrying amounts were not supported by the expected future cashflows of the business (note 8).

For the half-year ended 31 December 2021 management adjustment items included the following:

Amortisation
Amortisation of intangible assets
Acquisitions and disposals
Acquisition related integration expenses
Acquisition and disposal related expenses
Gain on disposal
Other
Major restructuring costs
Marked to market adjustments - derivatives
Voucher Services impairment
Total management adjustment items
Gross
Tax effect
Net of tax
$000
$000
$000
(27,225)
6,857
(20,368)
(29,370)
6,931
(22,439)
(14,964)
4,050
(10,914)
17,078
(4,158)
12,920
(4,699)
1,035
(3,664)
(2,534)
673
(1,861)
(1,094)
-
(1,094)
(62,808)
15,388
(47,420)
  • 15 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022

3. 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).

  • 16 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022

OPERATING SEGMENTS

31 December 2022
Total segment revenue and
other income
Intersegment revenue
External revenue and
other income
Revenue by geography:
Asia
Australia & New Zealand
Canada
Continental Europe
UK, Channel Islands, Ireland
& Africa
United States
Management adjusted
EBIT
31 December 2021
Total segment revenue and
other income
Intersegment revenue
External revenue and other
income
Revenue by geography:
Asia
Australia & New Zealand
Canada
Continental Europe
UK, Channel Islands, Ireland
& Africa
United States
Management adjusted
EBIT
Issuer
Services
Employee
Share
Plans &
Voucher
Services
Communi
cation
Services
& Utilities
Mortgage
Services &
Property
Rental
Services
Business
Services
Computer
share
Corporate
Trust
Technology
Services
Total
$000
$000
$000
$000
$000
$000
$000
$000
519,816
150,937
147,651
266,231 118,003 400,698
125,754
1,729,090
(13,149)
(2,142)
(66,789)
-
(654) (11,298)
(125,658)
(219,690)
506,667
148,795
80,862
266,231 117,349 389,400
96 1,509,400
38,426
19,450
- -
-
-
-
57,876
65,330
7,101
37,191 -
-
-
19
109,641
43,900
8,769
5,298 -
49,586
-
73
107,626
15,419
3,750
11,821 -
-
-
-
30,990
58,883
83,050
4,547
67,604
3,274
-
4
217,362
284,709
26,675
22,005
198,627
64,489 389,400
-
985,905
506,667
148,795
80,862
266,231 117,349 389,400
96 1,509,400
161,667
28,931
5,597
(9,606)
52,791 199,311
852
439,543
477,166
164,323
160,776
294,409
85,539
76,744
121,354
1,380,311
(14,159)
(909)
(76,293)
-
(636)
-
(121,344)
(213,341)
463,007
163,414
84,483
294,409
84,903
76,744
10 1,166,970
40,343
20,807
- -
-
-
-
61,150
67,507
8,101
40,918 -
-
-
10
116,536
41,189
10,620
5,267 -
33,444
-
-
90,520
17,316
5,048
15,305 -
-
-
-
37,669
49,824
92,957
4,069
80,402
6,482
-
-
233,734
246,828
25,881
18,924
214,007
44,977
76,744
-
627,361
463,007
163,414
84,483
294,409
84,903
76,744
10
1,166,970
116,744
37,671
10,764
14,318
19,336
9,099
8,244
216,176
  • 17 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022

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:

Total operating segment revenue and other income
Intersegment eliminations
Other income
Corporate revenue
Total revenue from continuing operations
Half-year
2022
2021
$000
$000
1,729,090
1,380,311
(219,690)
(213,341)
(9,731)
(14,349)
5,265
4,566
1,504,934
1,157,187

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
Management adjusted EBIT - corporate
Management adjusted EBIT
Management adjustment items (before related income tax effect):
Amortisation of intangible assets
Acquisition related integration expenses
Acquisition and disposal related expenses
Gain on disposal
Major restructuring costs
Marked to market adjustments - derivatives
UK Mortgage Services impairment (note 8)
Voucher Services impairment
Total management adjustment items (note 2)
Finance costs
Profit before income tax from continuing operations
Half-year
2022
2021
$000
$000
439,543
216,176
1,141
5,270
440,684
221,446
(48,049)
(27,225)
(43,868)
(29,370)
-
(14,964)
2,751
17,078
(16,008)
(4,699)
(3,584)
(2,534)
(14,944)
-
-
(1,094)
(123,702)
(62,808)
(53,655)
(27,199)
263,327
131,439
  • 18 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022

4. INCOME TAX EXPENSE

4. INCOME TAX EXPENSE
Half year
2022 2021
$000 $000
Profit before income tax expense 263,327 131,439
The tax expense for the financial year differs from the amount calculated on the profit.
The differences are reconciled as follows:
Prima facie income tax expense thereon at 30% 78,998 39,432
Variation in tax rates of foreign controlled entities (9,312) (99)
Tax effect of permanent differences:
Withholding tax not creditable 7,586 -
Effect of changes in tax rates and laws 3,578 (1,117)
Capital gain on internal reorganisation 2,577 -
Non-deductible interest expense 1,783 -
Prior year tax (over)/under provided (867) 329
Disposal of investment in Milestone Group Pty Ltd - (907)
Net other 1,623 1,656
Income tax expense 85,966 39,294
5. DIVIDENDS
2022 2021
$000 $000
Ordinary shares
Dividends provided for or paid during the half-year 121,583 101,917

5. DIVIDENDS

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 determined to pay an interim dividend of AU 30 cents per fully paid ordinary share, which is unfranked. As the dividend was not determined to be paid until 14 February 2023, a provision has not been recognised as at 31 December 2022.

  • 19 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022

6. CASH FLOW INFORMATION

Reconciliation of net profit after tax to cash flows from operating activities

Net profit after income tax
Adjustments for:
Depreciation and amortisation
Net (gain)/loss on disposals and revaluation of assets
Net (gain)/loss on lease modifications and terminations
Amortisation of USD senior note fair value adjustment to interest expense
Share of net (profit)/loss of associates and joint ventures accounted for using equity
method
Employee benefits – share based expense
Impairment charge
Fair value adjustments
Adjustment of contingent consideration receivable
Changes in assets and liabilities:
(Increase)/decrease in receivables
(Increase)/decrease in inventories
(Increase)/decrease in loan servicing advances
(Increase)/decrease in other current assets
Increase/(decrease) in payables and provisions
Increase/(decrease) in tax balances
Net cash and cash equivalents from operating activities
Half-year
2022
2021
$000
$000
177,361
92,145
147,635
120,149
(4,361)
(26,092)
-
1,263
(7,504)
(10,603)
(83)
(222)
16,972
12,550
14,944
1,094
3,584
2,534
(2,751)
-
(49,208)
(6,965)
(762)
774
(74,024)
16,001
(5,667)
(8,523)
(47,776)
21,412
5,130
3,738
173,490
219,255

7. BUSINESS COMBINATIONS

There were no acquisitions in the period to 31 December 2022.

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.

8. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE

Due to delays and uncertainties associated with the disposal process, it has been determined that the sale of the UK mortgage services business is no longer highly probable to occur within 12 months and not likely without significant changes to the initial disposal plan. Therefore, despite the continued sale efforts, this business is no longer classified as held for sale as of 31 December 2022.

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 in the half-year writing down the intangible assets, right-of-use assets and property, plant and equipment associated with this business to nil.

  • 20 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022

9. BORROWINGS

Current
Bank loans (SLS non-recourse advance facility)
Revolving syndicated bank facilities (a)
Other bank loans
Non-current
Bank loans (SLS non-recourse advance facility)
Revolving syndicated bank facilities (a)
USD Senior Notes
Euro Medium Term Note (EMTN)
Australian Medium Term Note (AMTN)
31 December
30 June
2022
2022
$000
$000
102,895
171,687
-
385,348
-
2,296
102,895
559,331
104,512
17,332
825,276
361,191
758,074
787,546
490,280
490,023
182,583
186,928
2,360,725
1,843,020
  • a) The current portion of the revolving syndicated bank facility was refinanced in October 2022 and reclassified to the noncurrent category.

10. 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 entityspecific 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.

Specific valuation techniques used to value financial instruments are as follows:

  • a) Quoted market prices or dealer quotes are used for similar instruments.

  • b) The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.

  • c) The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.

  • d) 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).

  • e) The fair value of interest rate swaptions is calculated using the Black-Scholes formula and quoted market prices.

  • 21 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022

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, which are included in financial assets at fair value through profit or loss and deferred consideration 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 31 December 2022. The comparative figures are also presented below.

  • 22 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022

As at 31 December 2022
Assets
Financial assets at fair value through profit or loss
Total assets
Liabilities
Financial liabilities at fair value through profit or loss
Deferred consideration
Total liabilities
As at 30 June 2022
Assets
Financial assets at fair value through profit or loss
Total assets
Liabilities
Financial liabilities at fair value through profit or loss
Deferred consideration
Total liabilities
Level 1
Level 2
Level 3
Total
$000
$000
$000
$000
25,066
4,340
28,095
57,501
25,066
4,340
28,095
57,501
-
477,579
- 477,579
-
-
1,331
1,331
-
477,579
1,331 478,910
32,817
5,410
31,768
69,995
32,817
5,410 31,768
69,995
-
235,966
-
235,966
-
-
1,626
1,626
-
235,966
1,626
237,592

The following table presents the changes in level 3 items for the period ended 31 December 2022:

Opening balance at 1 July 2022
Return of Capital
Payments
Gains/ (losses) recognised in profit or loss
Closing balance at 31 December 2022
Financial assets at
fair value through
profit or loss
Deferred
consideration liability
$000
$000
31,768
(1,626)
(7,417)
-
-
295
3,744
-
28,095
(1,331)

Net 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 $758.1 million (30 June 2022: $787.5 million), where the fair value based on level 2 valuation techniques was $705.9 million as at 31 December 2022 (30 June 2022: $728.1 million);

  • the Euro Medium Term Notes of $490.3 million (30 June 2022: $490.0 million), where the fair value based on level 2 valuation techniques was $440.6 million as at 31 December 2022 (30 June 2022: $457.0 million);

  • the AUD Medium Term Notes of $182.6 million (30 June 2022: $186.9 million), where the fair value based on level 2 valuation techniques was $183.7 million as at 31 December 2022 (30 June 2022: $188.1 million).

Derivatives

During the reporting period, the Group entered into further derivative transactions, primarily interest rate swaps designated as cash flow hedges of margin income. The mark to market value of derivative positions at 31 December 2022 has therefore increased significantly since 30 June 2022.

  • 23 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022

11. CONTRIBUTED EQUITY

There have been no share buy-backs or issue of ordinary shares during the half-year ended 31 December 2022.

Movement in contributed equity
Balance at 1 July 2022
Balance at 31 December 2022
Number of shares
$000
603,729,336
519,299
603,729,336
519,299

12. OTHER INFORMATION

On 14 February 2023, the Group signed an agreement with a third party to dispose of the Bankruptcy and Class Actions division, which is based in North America and forms part of the Business Services segment, with an expected closing date of 1 May 2023. Under the terms of the sale, Computershare will receive a base consideration of $100.0 million with additional contingent consideration receivable over the next four years, conditional on the business achieving set performance targets. The accounting gain or loss on disposal is not expected to be material to the Group.

13. CONTINGENT LIABILITIES

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 and they may take some time to resolve. 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.

Guarantees, indemnities and other contingent liabilities

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

14. COMMITMENTS

There have been no material changes to commitments since the last reporting date.

15. 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.

  • 24 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ DECLARATION

Directors’ Declaration

In the directors’ opinion:

(a) the financial statements and notes set out on pages 9 to 24 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 2022 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 [153 x 36] intentionally omitted <==

PJ Reynolds

Chairman

==> picture [76 x 46] intentionally omitted <==

SJ Irving Director

Melbourne

14 February 2023

  • 25 -

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 2022 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 halfyear ended 31 December 2022:

  • (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 2022 and of their performance for the half-year ended on that date.

==> picture [76 x 46] intentionally omitted <==

SJ Irving

==> picture [101 x 39] intentionally omitted <==

NSR Oldfield

Chief Executive Officer

Chief Financial Officer

14 February 2023

  • 26 -

==> picture [73 x 56] intentionally omitted <==

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

Report on the half-year financial report

Conclusion

We have reviewed the half-year financial report of Computershare Limited (the Company) and the entities it controlled during the half-year (together the Group), which comprises the consolidated statement of financial position as at 31 December 2022, the consolidated statement of changes in equity, consolidated cash flow statement and consolidated statement of profit or loss and other comprehensive income for the half-year ended on that date, significant accounting policies and explanatory notes and the directors' declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of Computershare Limited does not comply with the Corporations Act 2001 including:

  1. giving a true and fair view of the Group's financial position as at 31 December 2022 and of its performance for the half-year ended on that date

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

Basis for conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity (ASRE 2410). Our responsibilities are further described in the Auditor’s responsibilities for the review of the half-year financial report section of our report.

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 the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

Responsibilities of the directors 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 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 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 that the consolidated financial statements comply with ISA 34 Interim Financial Reporting as issued by the International Accounting Standards Board.

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

PricewaterhouseCoopers, ABN 52 780 433 757

Liability limited by a scheme approved under Professional Standards Legislation.

‐ 27 ‐

==> picture [73 x 56] intentionally omitted <==

Auditor's responsibilities for the review of the half-year financial report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group's financial position as at 31 December 2022 and of 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 .

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.

==> picture [144 x 28] intentionally omitted <==

PricewaterhouseCoopers

==> picture [93 x 27] intentionally omitted <==

Marcus Laithwaite Partner

Melbourne 14 February 2023

‐ 28 ‐

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION

NTA Backing (Appendix 4D item 3)

31 December 2022 31 December 2021 Net tangible asset backing per ordinary share (2.82) (2.60)

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

No entities have been acquired or disposed for the period ending 31 December 2022.

Additional dividend information (Appendix 4D item 5)

Details of dividends determined to be paid or paid during or subsequent to the half-year ended 31 December 2022 are as follows:

Record date Payment date Type Amount per
security


Total dividend
(AUD)


Franked
amount per
security



Conduit foreign
income amount
per security
17 August 2022 12 September
2022
Final AU 30 cents
181,098,242

AU 0.0 cents

AU 30.0 cents
22 February2023 21 March 2023 Interim AU 30 cents
181,118,801

AU 0.0 cents

AU 30.0 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 determined in respect of the current financial year on 14 February 2023. Applications or notices received after 5.00pm (Melbourne time) on 23 February 2023 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 27 February 2023 to 10 March 2023 (inclusive). No discount will apply to the DRP price.

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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION

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

Name Place of Principal Ownership interest Consolidated carrying Consolidated carrying
incorporation activity amount
December June December June
2022 2022 2022 2022
% % $000 $000
Joint Ventures
Computershare Pan Africa Mauritius Investor 60 60 - -
Holdings Ltd Services
Associates
Investor
Expandi Ltd United Kingdom Services 25 25 6,751 6,709
Investor
Reach LawTech Pty Ltd Australia Services 46.5 46.5 - -
The Reach Agency Holdings Pty Investor
Ltd Australia Services 46.5 46.5 1,668 1,671
8,419 8,380

The share of net profit/(loss) of associates and joint ventures accounted for using the equity method for the halfyear ended 31 December 2022 is a gain of $0.1 million (31 December 2021: $0.2 million gain).

Foreign Entities (Appendix 4D item 8)

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

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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION

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

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

AUDITORS

PricewaterhouseCoopers 2 Riverside Quay Southbank VIC 3006

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