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COMPUTERSHARE LIMITED. Interim / Quarterly Report 2025

Feb 10, 2025

64696_rns_2025-02-10_c310a4f2-1453-4eac-a4ea-67df543c8251.pdf

Interim / Quarterly Report

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ASX HALF-YEAR REPORT

Computershare Limited

ABN 71 005 485 825

31 December 2024

Lodged with the ASX under Listing Rule 4.2A

This information should be read in conjunction with the 30 June 2024 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) 35 Corporate Directory 37

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 2024 (Previous corresponding period half-year ended 31 December 2023)

RESULTS FOR ANNOUNCEMENT TO THE MARKET

$000
Revenuefrom ordinary activities
(Appendix 4D item 2.1) down 6.7% to 1,498,788
Profit/(loss)after tax from continuing operations attributable to
members up 24.9% to 286,510
Profit/(loss)after tax from discontinued operations attributable to
members up 101.0% to 1,259
Profit/(loss)after tax attributable to members up 173.5% to 287,769
(Appendix 4D item 2.2)
Net profit/(loss)for the period attributable to members up 173.5% to 287,769
(Appendix 4D item 2.3)
Dividends Amount per security Franked amount per security Amount per security Franked amount per security
(Appendix 4D item 2.4)
Interim dividend AU 45.0 cents AU 0.0 cents
Final dividend (prior year) AU 42.0 cents AU 0.0 cents

Record date for determining entitlements to the interim dividend (Appendix 4D item 2.5) 19 February 2025

Explanation of Revenue (Appendix 4D item 2.6)

Total revenue for the half-year decreased to $1,498.8 million (2023: $1,606.4 million). The incremental change of $107.6 million was driven by the disposal of the US Mortgage Services (US MS) business, which was sold in May 2024. This generated $197.6 million in total revenue in the prior period of which $35.2 million related to Margin Income.

Net of the sale of US MS, total revenue from continuing operations for the half-year increased $90 million (6.4%) to $1,498.8 million (2023: $1,408.8 million). This growth was driven by higher core fees of $31.7 million. Event and transactional revenue also increased, by $59.7 million whilst margin income reduced slightly, by $1.4 million.

Key business movements from continuing operations, excluding margin income, were as follows:

  • Issuer Services revenues increased $33.5 million (7.6%), reflecting improvement across all aspects of the business - Registry Maintenance, Stakeholder Relationship Management, Corporate Actions and Governance Services.

  • Corporate Trust revenue grew $16.9 million (6.7%) due to stronger market activity driving new business, including higher client balances in Money Market Funds (MMF).

  • Employee Share Plans revenues rose $39.0 million (up 22.9%) reflecting new client fees and higher participant trading activity.

  • Mortgage Services revenues in the UK decreased by $2.8 million (down -5.4%) due to legacy book run-off and unfavourable foreign exchange movements.

Margin income from continuing operations was down $1.4 million (down -0.4%) relative to the prior period, with rising balances offsetting the impact of the falling global interest rate environment. Average balances rose $3.3 billion to $30.2 billion primarily due to growth in Corporate Trust balances in both the US and Canada from higher market volumes, whilst an increase in general dividend levels led to slightly higher balances in the Issuer Services business.

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 December 2024 (Previous corresponding period half-year ended 31 December 2023)

RESULTS FOR ANNOUNCEMENT TO THE MARKET

A stronger British pound and Australian dollar relative to the prior period increased the translated USD revenue contribution from those regions, whilst a weaker Canadian dollar decreased the translated USD revenue contribution from that region. The FX movements of major currencies (GBP, CAD and AUD) increased revenues by $7.6 million.

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

Profit after income tax from continuing operations attributable to members was $286.5 million, an increase of 24.9% over the corresponding period.

Revenue from continuing operations was higher than the corresponding period, primarily due to fee revenue growth across all our key business lines - Employee Share Plans, Issuer Services and Corporate Trust. Margin Income was marginally down compared to the prior reporting period with the impact of lower rates being partially offset by higher balances.

Total expenses from continuing operations were $43.9 million higher (4%). Operating expenses increased to support the higher revenues and business volumes whilst they were also impacted by costs associated with Solium UK (6 months in current reporting period compared to 1 month in prior period) and general inflation. There was also an increase in restructuring costs due to a program that was launched in FY24 to drive digitization in operational process as well as identifying efficiencies and optimisation opportunities in our corporate overhead base to tackle stranded costs arising from recent disposals. This was partly offset by lower integration costs in the US Corporate Trust business due to the completion of the Transitional Services Agreement (TSA) in November 2023. Finally, borrowing costs were down, benefitting from both lower borrowings and lower rates.

The Group’s effective tax rate from continuing operations at 23.4% was lower than 1H24’s rate of 28.4%, predominantly driven by a change in US State Income Tax mix following the sale of the US Mortgage Services business.

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 in respect of the half-year ended 31 December 2024 of AU 45 cents per share. This dividend is unfranked.

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES

INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 December 2024

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 11
Consolidated statement of changes in equity 12
Consolidated cash flow statement 13
Notes to the consolidated financial statements 14
Directors’ declaration 31
Statement to the Board of Directors 32
Independent auditor’s review report to the members 33

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 2024 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.

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 2024.

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) Abigail Pip Cleland Tiffany Lee Fuller Lisa Mary Gay John Nendick Gerrard Bruce Schmid 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, Corporate Trust, Employee Share Plans & Voucher Services, Communication Services & Utilities, Mortgage Services & Property Rental Services and Technology Services & Operations.

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

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

  • 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.

  • Technology Services & Operations includes the provision of software specialising in share registry, financial services, operations and shared services functions.

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 $376.1 million for the period. This comprised of a profit before tax of $374.3 million from continuing operations (2023: $320.3 million), an increase of 16.9%, as well as a profit of $1.8 million in discontinued operations for the half-year ended 31 December 2024 (2023: $150.7 million loss).

Total revenue from continuing operations increased to $1,498.8 million (2023: $1,408.8 million). Margin income was $1.4 million lower due to lower yields partially offset by higher balances.

Issuer Services revenues excluding margin income were 7.6% higher than prior period, reflecting higher event-based revenues in Corporate Actions and Stakeholder Relationship Management as well as increased transactional volumes in Registry. Governance Services revenue also increased.

  • 5 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT

Corporate Trust revenue excluding margin income was up 6.7% due to higher business volumes.

Employee Share Plans revenue excluding margin income increased due to higher participant trading activity (up $29.4 million) and increased core client fees (up $8.2 million).

Total expenses from continuing operations were $1,133.6 million, up $43.9 million principally due to an increase in restructuring costs primarily related to a cost out program that was launched in the previous financial year. Underlying operating expenses also increased driven by costs to support the higher business volumes as well as those associated with the Solium UK acquisition (6 months in the current reporting period compared to one month in the prior period) and general inflation. These were partly offset by lower Corporate Trust integration costs due to the completion of the TSA in November 2023. Borrowing costs were down due to lower borrowing levels and rates.

Operating cash flows increased by $32 million to $354.2 million (2023: $322.2 million) compared to the corresponding period due mainly to greater profit levels.

CONSOLIDATED PROFIT

The profit of the consolidated entity for the half-year was $287.8 million (2023: $105.2 million) after deducting income tax and non-controlling interests.

DIVIDENDS

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

Ordinary shares

  • A final dividend in respect of the year ended 30 June 2024 was determined by the directors of the Company and paid on 16 September 2024. This was an ordinary unfranked dividend of AU 42 cents per share.

  • An interim dividend was determined by the directors of the Company in respect of the half-year ended 31 December 2024 with a payment date of 19 March 2025. This is an ordinary unfranked dividend of AU 45 cents per share, amounting to AUD 263,514,682 based on shares on issue as at 11 February 2025. The determination to pay the dividend was made on 11 February 2025 and accordingly no provision has been recognised at 31 December 2024.

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.

  • 6 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT

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 46] intentionally omitted <==

SJ Irving

Chief Executive Officer

11 February 2025

  • 7 -

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

Auditor’s Independence Declaration

As lead auditor for the review of Computershare Limited for the half-year ended 31 December 2024, 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 [88 x 26] intentionally omitted <==

Marcus Laithwaite Melbourne Partner 11 February 2025 PricewaterhouseCoopers

PricewaterhouseCoopers, ABN 52 780 433 757

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

Liability limited by a scheme approved under Professional Standards Legislation.

-8-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the half-year ended 31 December 2024

Note
Revenue from continuing operations
Sales revenue
Interest received
Dividends received
Total revenue from continuing operations
Other income
Expenses from continuing operations
Direct services
Technology costs
Corporate services
Finance costs
Total expenses from continuing operations
Share of net profit/(loss) of associates and joint ventures accounted for
using the equity method
Profit before related income tax expense from continuing
operations
Income tax expense/(credit)
4
Profit after income tax expense from continuing operations
Profit/ (loss) after income tax benefit from discontinued operations
8
Profit after tax for the half-year from continuing and
discontinued operations
Other comprehensive income
Items that may be reclassified to profit or loss
Cash flow hedges and cost of hedging
Exchange differences on translation of foreign operations
Income tax relating to these items
Items that will not be reclassified to profit or loss
Defined benefit plan gain/(loss)
Income tax relating to this item
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
Half-year
20242023
$000
$000
1,472,990
1,383,038
25,013
24,997
785
746
1,498,788
1,408,781
9,011
1,094
872,787
816,785
165,082
175,113
36,494
33,760
59,246
64,033
1,133,609
1,089,691
107
66
374,297
320,250
87,485
90,886
286,812
229,364
1,259
(123,984)
288,071
105,380
13,422
130,923
(45,753)
25,031
311
(37,070)
(2,733)
-
530
(34,223)
118,884
253,848
224,264
287,769
105,218
302
162
288,071
105,380
253,569
224,066
279
198
253,848
224,264

-9-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the half-year ended 31 December 2024

Total comprehensive income for the half year attributable to:
Continuing operations
Discontinued operations
Earnings per share for profit from continuing operations
attributable to the members of Computershare Limited:
Basic earnings per share (cents per share)
2
Diluted earnings per share (cents per share)
2
Earnings per share for profit from discontinued operations
attributable to the members of Computershare Limited:
Basic earnings per share (cents per share)
2
Diluted earnings per share (cents per share)
2
Earnings per share for profit attributable to the members of
Computershare Limited:
Basic earnings per share (cents per share)
2
Diluted earnings per share (cents per share)
2
252,589
348,248
1,259
(123,984)
253,848
224,264
48.74 cents
38.05 cents
48.64 cents
38.00 cents
0.21 cents
(20.58 cents)
0.21 cents
(20.56 cents)
48.95 cents
17.47 cents
48.85 cents
17.44 cents

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

-10-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2024

Note
CURRENT ASSETS
Cash and cash equivalents
Other financial assets
Receivables
Financial assets at fair value through profit or loss
Inventories
Current tax assets
Prepayments
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
Total current liabilities
NON-CURRENT LIABILITIES
Payables
Borrowings
9
Lease liabilities
Financial liabilities at fair value through profit or loss
Deferred tax liabilities
Provisions
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
2024
30 June
2024
$000
$000
1,122,424
1,193,939
113,492
108,622
560,333
573,569
63
60
4,884
5,523
54,404
40,297
78,573
62,680
4,686
2,514
1,938,859
1,987,204
68,185
67,677
8,436
8,539
33,211
32,911
152,941
147,106
103,375
107,366
217,354
220,423
2,525,948
2,546,935
-
458
3,109,450
3,131,415
5,048,309
5,118,619
570,444
570,760
613,120
-
26,972
29,043
18,001
23,086
5,624
346
48,776
50,078
2,023
2,043
1,284,960
675,356
23,313 21,823
1,004,201
1,655,294
96,991
101,415
471,700
471,773
214,075
214,452
32,251
29,903
1,842,531
2,494,660
3,127,491
3,170,016
1,920,818
1,948,603
211,885
308,167
(431,272)
(379,290)
2,138,800
2,018,600
1,919,413
1,947,477
1,405
1,126
1,920,818
1,948,603

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

-11-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the half-year ended 31 December 2024

Note
Total equity at 1 July 2024
Profit for the half-year
Cash flow hedges and cost of
hedging
Exchange differences on
translation of foreign operations
Defined benefit plan gain/(loss)
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 buy back
Share based remuneration
Balance at 31 December
2024
Total equity at 1 July 2023
Profit for the half-year
Cash flow hedges and cost of
hedging
Exchange differences on
translation of foreign operations
Defined benefit plan gain/(loss)
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 buy back
Share based remuneration
Balance at 31 December
2023
Attributable to members of Computershare
Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests
Total
Equity
$000
$000
$000
$000
$000
$000
308,167
(379,290)
2,018,600
1,947,477
1,126
1,948,603
-
-
287,769
287,769
302
288,071
-
13,422
-
13,422
-
13,422
-
(45,730)
-
(45,730)
(23)
(45,753)
(2,733)
-
(2,733)
-
(2,733)
-
841
-
841
-
841
-
(34,200)
287,769
253,569
279
253,848
-
-
(167,569)
(167,569)
-
(167,569)
-
(32,707)
-
(32,707)
-
(32,707)
(96,282)
-
-
(96,282)
-
(96,282)
-
14,925
-
14,925
-
14,925
211,885
(431,272)
2,138,800
1,919,413
1,405
1,920,818
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
(357,335)
1,977,976
2,139,940
1,042
2,140,982
-
-
105,218
105,218
162
105,380
-
130,923
-
130,923
-
130,923
-
24,995
-
24,995
36 25,031
-
-
-
-
-
-
-
(37,070)
-
(37,070)
-
(37,070)
-
118,848
105,218
224,066
198
224,264
-
-
(155,484)
(155,484)
-
(155,484)
-
(24,177)
-
(24,177)
-
(24,177)
(89,042)
-
-
(89,042)
-
(89,042)
-
16,071
-
16,071
-
16,071
430,257
(246,593)
1,927,710
2,111,374
1,240
2,112,614

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

  • 12 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CASH FLOWS

For the half-year ended 31 December 2024

CONSOLIDATED STATEMENT OF CASH FLOWS
For the half-year ended 31 December 2024
Note Half-year
2024
2023
$000
$000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 1,483,218
1,547,064
Payments to suppliers and employees (971,005)
(1,003,847)
Loan servicing advances (net)3 -
(47,789)
Dividends received from associates, joint ventures and equity securities 785
746
Interest paid and other finance costs (66,159)
(90,953)
Interest received 25,013
24,997
Income taxespaid (117,639)
(108,067)
Net operating cash flows
6
354,213
322,151
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of controlled entities and businesses (net of cash
acquired)
7
(56,003)
(36,037)
Proceeds from/(payments for) intangible assets including MSRs -
(56,481)
Proceeds from disposal of associates and joint ventures 1,546
1,788
Proceeds from/(payments for) investments -
5,180
Payments for property, plant & equipment (25,156)
(17,165)
Proceeds from sale of controlled entities 624
3,259
Net investing cash flows (78,989)
(99,456)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments for purchase of ordinary shares - share based awards (32,707)
(24,177)
Proceeds from borrowings 111,414
368,466
Repayment of borrowings (125,516)
(234,000)
Loan servicing borrowings (net)3 -
19,622
Dividends paid - ordinary shares (net of dividend reinvestment plan) (144,745)
(136,636)
Purchase of ordinary shares – dividend reinvestment plan (22,824)
(18,848)
Payments for on-market share buy-back (96,282)
(89,042)
Leaseprincipalpayments (13,056)
(19,577)
Net financing cash flows (323,716)
(134,192)
Net increase/(decrease) in cash and cash equivalents held1 (48,492)
88,503
Cash and cash equivalents at the beginning of the financial year 1,193,939
1,141,695
Exchange rate variations on foreign cash balances (23,023)
10,951
**Cash and cash equivalents at the end of the half-year2 ** 1,122,424
1,241,149

1 For cash flows from discontinued operations, refer to Note 8 for details.

2 Cash and cash equivalents at 31 December 2024 includes nil cash (31 December 2023: $104.4 million) presented in the assets classified as held for sale line item in the consolidated statement of financial position.

3 These cashflows relate to the disposed US MS business.

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

-13-

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

For the half-year ended 31 December 2024

1. BASIS OF PREPARATION

The interim financial report for the half-year reporting period ended 31 December 2024 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 2024 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.

-14-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024

2. EARNINGS PER SHARE

Dec
2024
Dec
2023
$000
$000
Earnings per share (cents per share) from continuing operations
Basic EPS
48.74 cents
38.05 cents
Diluted EPS
48.64 cents
38.00 cents
Dec
2024
Dec
2023
$000
$000
Earnings per share (cents per share) from continuing operations
Basic EPS
48.74 cents
38.05 cents
Diluted EPS
48.64 cents
38.00 cents
2024
2023
$000
$000
Earnings per share (cents per share) from discontinued operations
Basic EPS 0.21 cents
(20.58 cents)
Diluted EPS 0.21 cents
(20.56 cents)
Half year ended 31 December 2024
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
48.95 cents
48.85 cents
65.34 cents
65.21 cents
$000
$000
$000
$000
288,071
288,071
288,071
288,071
(302)
(302)
(302)
(302)
-
-
96,340
96,340
287,769
287,769
384,109
384,109
587,867,266
589,062,766
587,867,266
589,062,766

-15-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024

Half-year ended 31 December 2023 Basic EPS Diluted EPS Management Management
Basic EPS Diluted EPS
Earnings per share (cents per share) 17.47 cents 17.44 cents 54.97 cents 54.90 cents
Reconciliation of earnings $000 $000 $000 $000
Profit for the half-year 105,380 105,380 105,380 105,380
Non-controlling interest (profit)/loss (162) (162) (162) (162)
Add back management adjustment items (see
below) - - 225,927 225,927
Net profit attributable to the members of
Computershare Limited 105,218 105,218 331,145 331,145
Weighted average number of ordinary shares
used as denominator in calculating earnings
per share. 602,390,548 603,212,369 602,390,548 603,212,369

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

2024 2023
Dec Dec
Weighted average number of ordinary shares used as the denominator
in calculating basic earnings per share 587,867,266 602,390,548
Adjustments for calculation of diluted earnings per share:
Performance rights 1,195,500 821,821
Weighted average number of ordinary shares and potential ordinary shares
used as the denominator in calculating diluted earnings per share 589,062,766 603,212,369

-16-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024

Management Adjustment Items

Management adjustment items net of tax for the half-year ended 31 December 2024 were as follows:

Gross
Tax effect
Net of tax
Amortisation
$000
$000
$000
Amortisation of intangible assets
(47,583)
11,631
(35,952)
Acquisitions and disposals
Acquisition related integration expenses
(25,045)
6,127
(18,918)
Sale of US MS
1,798
(539)
1,259
Other
Major restructuring costs
(37,261)
9,370
(27,891)
Marked to market adjustments - derivatives
1,294
(393)
901
Margin income hedge modification
(22,483)
6,744
(15,739)
Total management adjustment items
(129,280)
32,940
(96,340)
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 2024 was
$35.9 million after tax. Amortisation of certain acquired software as well as intangibles purchased outside of
business combinations is included as a charge against management earnings.
Acquisitions and disposals
Disposal accounting for the prior period’s sale of the US MS business resulted in a net gain of $1.3 million.
Acquisition-related integration expenses are associated mainly with the integration of the Corporate Trust
business ($5.5 million) and the ongoing integration of Equatex including a rollout of the previously acquired
software ($11.5 million).
Other
Costs of $27.9 million were incurred in respect of major restructuring programs spanning several years.
These include a business-wide cost-out program announced in FY24, the implementation of new global
enterprise resource planning and human capital management platforms, Issuer Services digitisation,
mortgage services cost-out programs, treasury transformation and continued property rationalisation.
Revaluation of derivatives that have not received hedge designation or the ineffective portion of derivatives
in hedge relationships is taken to profit or loss in the statutory results. The impact in the current reporting
period was a gain of $0.9 million.
The Group extended the duration of certain interest rate swaps hedging margin income balances. The
modification was accounted for as a derecognition of the cash flow hedge relationship, which resulted in a
significant management-adjusted charge against income in the current period. There will be additional
accounting impacts in the coming years associated with this modification, initially accounting charges in the
next few years followed by offsetting accounting gains in the later years until maturity of the renewed
portfolio in the year ending June 2034. These hedge-related accounting impacts are non-cash and will fully
unwind over the life of the derivative portfolio resulting in a nil net impact to the profit and loss over the
term. All cash-based impacts resulting from the hedging strategy (derivative settlements) will be included in
the management earnings as per the standard practice. The impact in the current reporting period was a
loss of $15.7 million.

-17-

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

For the half-year ended 31 December 2024

For the half-year ended 31 December 2023 management adjustment items include the following:

Amortisation
Amortisation of intangible assets
Acquisitions and disposals
Acquisition related integration expenses
Disposal related expenses
Disposal related expenses – KCC Business
Other
Major restructuring costs
Marked to market adjustments – derivatives
US MS impairment
Total management adjustment items
Gross
Tax effect
Net of tax
$000
$000
$000
(46,751)
12,243
(34,508)
(72,498)
18,808
(53,690)
(4,856)
1,259
(3,597)
(3,941)
1,021
(2,920)
(19,957)
5,215
(14,742)
(150)
44
(106)
(143,024)
26,660
(116,364)
(291,177)
65,250
(225,927)

-18-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024

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) Corporate Trust

  • c) Employee Share Plans & Voucher Services

  • d) Mortgage Services & Property Rental Services

  • e) Communication Services & Utilities

  • f) Technology Services & Operations

Issuer Services comprise register maintenance, corporate actions, stakeholder relationship management and corporate governance and related services. Corporate Trust comprises trust and agency services in connection with the administration of debt securities in the US and the legacy corporate trust operations in Canada and the US. 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.

Mortgage Services & Property Rental Services comprise mortgage servicing and related activities, together with tenancy deposit protection services in the UK. Communication Services and Utilities operations comprise document composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery. Technology Services & Operations includes the provision of software specialising in share registry, financial services, operations and shared services functions.

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).

For information on discontinued operations please refer to Note 8 for details.

-19-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024

OPERATING SEGMENTS

==> picture [518 x 94] intentionally omitted <==

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

Mortgage
Employee Services &
Share Plans & Property Communication Technology
Issuer Corporate Voucher Rental Services & Services &
Services Trust Services Services Utilities Operations Total
$000 $000 $000 $000 $000 $000 $000
31 December 2024
Total segment revenue
and other income 592,009 489,270 236,619 81,395 158,817 16,407 1,574,517
----- End of picture text -----*

31 December 2024
Total segment revenue
and other income
592,009 489,270 236,619 81,395 158,817 16,407 1,574,517
Intersegment revenue - - - - (66,950) - (66,950)
External revenue and
other income 592,009 489,270 236,619 81,395 **91,867 ** **16,407 ** **1,507,567 **
Revenue by
geography:
Asia 37,180 - 25,284 - - 4 62,468
Australia & New Zealand 64,907 - 8,934 - 38,189 6,247 118,277
Canada 49,024 46,028 9,392 - 6,916 718 112,078
Continental Europe 19,078 - 269 - 11,514 4 30,865
UK, Channel Islands,
Ireland & Africa 79,600 - 160,720 81,395 5,847 2,667 330,229
United States 342,220 443,242 32,020 - 29,401 6,767 853,650
592,009 489,270 236,619 81,395 **91,867 ** **16,407 ** **1,507,567 **
Management adjusted
EBIT 215,540 259,541 99,073 18,243 5,043 (32,817) 564,623
31 December 2023
Total segment revenue
and other income 575,152 457,101 198,289 283,526 159,104 9,461 1,682,633
Intersegmentrevenue - - - - (70,918) - (70,918)
External revenue and
other income 575,152 457,101 198,289 283,526 88,186 9,461 1,611,715
Revenue by
geography:
Asia 35,947 - 21,379 - - 4 57,330
Australia & New Zealand 61,584 - 8,314 - 36,134 1,117 107,149
Canada 56,746 42,548 10,344 - 4,777 422 114,837
Continental Europe 19,332 - 453 - 12,762 3 32,550
UK, Channel Islands,
Ireland & Africa 63,760 - 127,637 81,813 5,393 2,679 281,282
United States 337,783 414,553 30,162 201,713 29,120 5,236 1,018,567
575,152 457,101 198,289 283,526 88,186 9,461 1,611,715
Management adjusted
EBIT 207,583 235,930 69,195 32,202 6,752 (5,616) 546,046

*Refer to Note 8 Discontinued Operations. The comparative period includes US MS business, which was sold on 1 May 2024.

-20-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024

Segment revenue

The revenue reported to the CEO is measured in a manner consistent with that of the statement of comprehensive income. Intersegment revenue is comprised of activity between operating segments, where the underlying nature of such activity is external revenue. This excludes activity within an operating segment. 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
2024
2023
$000
$000
1,574,517
1,682,633
(66,950)
(70,918)
(9,564)
(6,072)
785
746
1,498,788
1,606,389
Continuing operations 1,498,788
1,408,781
Discontinued operations -
197,608
Total revenue from continuing and discontinued operations 1,498,788
1,606,389

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
Management adjustment items (before related income tax
effect):
Amortisation of acquisition related intangible assets
Major restructuring costs
Acquisition related integration expenses
Marked to market adjustments – derivatives
Disposal related expenses
Sale of US MS/ US MS impairment
Total management adjustment items (note 2)
Finance costs
Profit before income tax from continuing and discontinued operations
Continuing Operations
Discontinued operations
Profit before income tax from continuing and discontinued operations
2024
2023
$000
$000
564,623
546,046
(47,583)
(46,751)
(37,261)
(19,957)
(25,045)
(72,498)
(21,189)
(150)
-
(8,797)
1,798
(143,024)
(129,280)
(291,177)
(59,248)
(85,354)
376,095
169,515
374,297
320,250
1,798
(150,735)
376,095
169,515

-21-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024

4. INCOME TAX EXPENSE

2024
2023
2024
2023
$000
$000
Dec
Dec
Profit before income tax expense from continuing operations
374,297
320,250
Profit before income tax from discontinuing operations
1,798
(150,735)
Profit before income tax from continuing and discontinued operations
376,095
169,515
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% 112,829
50,855
Variation in tax rates of foreign controlled entities (19,033)
(2,844)
Tax effect of permanent differences:
Restatement of deferred balances related to US state taxes (7,830)
-
Withholding tax not creditable 4,737
5,319
Prior year tax (over)/under provided (1,729)
(584)
US MS impairment -
12,202
Net other (950)
(813)
Income tax expense /(credit) from continuing and discontinued 88,024
64,135

operations
Continuing operations 87,485
90,886
Discontinued operations 539
(26,751)
Income tax expense /(credit) from continuing and discontinued 88,024
64,135

operations
5. DIVIDENDS
Ordinary shares
Dividends provided for or paid during the half-year
2024
2023
$000
$000
167,569
155,484

Dividends not recognised at the end of the half-year

An interim dividend was determined by the directors of the Company in respect of the half-year ended 31 December 2024 with a payment date of 19 March 2025. This is an ordinary unfranked dividend of AU 45 cents per share, amounting to AUD 263,514,682 based on shares on issue as at 11 February 2025. The determination to pay the dividend was made on 11 February 2025 and accordingly no provision has been recognised at 31 December 2024.

-22-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024

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
Share of net (profit)/loss of associates and joint ventures accounted for using equity method
Amortisation of USD senior note fair value adjustment to interest expense
Employee benefits - share based expense
Impairment charge
Fair value adjustments
Contingent consideration re-measurement
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
2024
2023
$000
$000
288,071
105,380
81,764
101,310
(107)
(66)
(5,464)
(7,593)
18,472
16,658
-
164,265
21,189
(3,791)
-
3,941
11,495
(6,668)
639
1,078
-
(47,790)
(18,152)
(30,176)
(13,967)
69,535
(29,727)
(43,932)
354,213
322,151

-23-

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

For the half-year ended 31 December 2024

7. BUSINESS COMBINATIONS

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

The purchase agreements include provisions for contingent consideration to be paid to the sellers based on certain future performance measures being met. An estimate of the fair value of contingent consideration will be made and recognised in the 12-month measurement window.

a) On 31 December 2024, the Group acquired 100% of equity interest in the UK company ingage IR Limited, an investor relations and engagement software for a cash consideration of $36.8 million.

Details of the acquisition are as follows:

Cash consideration
Total purchase consideration
Less fair value of identifiable assets acquired
Provisional goodwill on consolidation
$000
36,760
36,760
(311)
36,449

Assets and liabilities arising from this acquisition are as follows:

Total Assets
Total Liabilities
Net assets
Purchase consideration:
Inflow/(outflow) of cash to acquire the entities, net of cash acquired:
Cash balance acquired
Less cash paid
Net inflow/(outflow) of cash
Fair value
$000
7,013
(6,702)
311
$000
2,798
(36,760)
(33,962)

-24-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024

  • b) On 31 December 2024, the Group acquired 100% of equity interest in the UK company CMi2i Limited, a leading issuer agent providing share and debtholder identification services, for a cash consideration of $22.7 million.

Assets and liabilities arising from this acquisition are as follows:

Cash consideration
Total purchase consideration
Less fair value of identifiable assets acquired
Provisional goodwill on consolidation
Assets and liabilities arising from this acquisition are as follows:
Total Assets
Total Liabilities
Net assets
Purchase consideration:
Inflow/(outflow) of cash to acquire the entities, net of cash acquired:
Cash balance acquired
Less cash paid
Net inflow/(outflow) of cash
$000
22,708
22,708
(133)
22,575
Fair value
$000
2,521
(2,388)
133
$000
667
(22,708)
(22,041)

-25-

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

For the half-year ended 31 December 2024

8. DISCONTINUED OPERATIONS

a) Background

On 1 May 2024, the Group disposed of the US MS business, which formed part of the Mortgage Services & Property Rental Services segment. US MS was reported as a discontinued operation in the prior period.

In the current reporting period, a $7.8 million increase in the contingent consideration receivable was recorded associated with this disposal. This contingent consideration amount is expected to be finalised in the second half of the financial year and is recognised as a current receivable. Disposal-related costs of $6.0 million were also recognised in the current reporting period offsetting the gain from contingent consideration remeasurement.

Financial information related to the discontinued operation is set out below:

b) Financial performance

b) Financial performance
Total revenue
Other income
Total expenses
Profit/(loss) before tax
Income tax (expense)/benefit
Profit/(loss) after tax
Impairment charge before tax
Income tax benefit on impairment charge
Impairment charge after tax
Profit/ (loss) after income tax from discontinued operations
c) Cash flows from discontinued operations
Net operating cash flows
Net investing cash flows
Net financing cash flows
Total cash generated by discontinued operations
31 December
31 December
2024
2023
$000
$000
-
197,608
7,826
4,106
(6,028)
(188,184)
1,798
13,530
(539)
(5,962)
1,259
7,568
-
(164,265)
-
32,713
-
(131,552)
1,259
(123,984)
31 December
31 December
2024
2023
$000
$000
(1,969)
(8,561)
-
(52,399)
-
18,356
(1,969)
(42,604)

c) Cash flows from discontinued operations

-26-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024

9. BORROWINGS

Current
Revolving syndicated bank facilities
USD Senior Notes
Non-current
31 December
30 June
2024
2024
$000
$000
416,916
-
196,204
-
613,120
-
Revolving syndicated bank facilities -
438,735
USD Senior Notes
Euro Medium Term Note (EMTN)
Australian Medium Term Note (AMTN)
Total borrowings
336,486
529,499
492,397
502,637
175,318
184,423
1,004,201
1,655,294
1,617,321 1,655,294

-27-

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024

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.

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 deferred consideration arising from business combinations.

The amount of contingent consideration recognised on business combinations is typically referenced to revenue or EBITDA (Earnings before interest, tax, depreciation, and amortisation) 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 following tables present the Group’s financial assets and liabilities measured and recognised at fair value at 31 December 2024. The comparative figures are also presented below.

-28-

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

For the half-year ended 31 December 2024

As at 31 December 2024
Assets
Financial assets at fair value through profit or loss
Contingent consideration receivable
Total assets
Liabilities
Financial liabilities at fair value through profit or loss
Deferred consideration
Total liabilities
As at 30 June 2024
Assets
Financial assets at fair value through profit or loss
Contingent consideration receivable
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
27,461
325
5,488
33,274
-
-
42,704
42,704
27,461
325
48,192
75,978
-
477,324
-
477,324
-
-
2,023
2,023
-
477,324
2,023
479,347
27,483
-
5,488
32,971
-
-
35,502
35,502
27,483
-
40,990
68,473
-
472,119
-
472,119
-
-
2,043
2,043
-
472,119
2,043
474,162

The movement of $7.2 million in the fair value of level 3 financial assets largely relates to additional contingent consideration receivable recognised as part of the US MS disposal (see note 8).

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 $532.7 million (30 June 2024: $529.5 million), where the fair value based on level 2 valuation techniques was $535.9 million as at 31 December 2024 (30 June 2024: $477.0 million);

  • the Euro Medium Term Notes of $492.4 million (30 June 2024: $502.6 million), where the fair value based on level 2 valuation techniques was $439.2 million as at 31 December 2024 (30 June 2024: $435.4 million);

  • the AUD Medium Term Notes of $175.3 million (30 June 2024: $184.4 million), where the fair value based on level 2 valuation techniques was $175.1 million as at 31 December 2024 (30 June 2024: $185.2 million).

-29-

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

For the half-year ended 31 December 2024

11. CONTRIBUTED EQUITY

Movement in contributed equity
Balance at 1 July 2024
Ordinary share buy back (a)
Balance at 31 December 2024
Number of shares
$000
591,049,320
308,167
(5,461,138)
(96,282)
585,588,182
211,885
  • (a) On 15 August 2023 Computershare Limited announced an on-market buy-back of ordinary shares. The onmarket buy-back commenced on 4 September 2023 and was expected to end on 3 September 2024. On 26 August 2024, Computershare announced the buy-back was to continue until 25 August 2025.

The buy-back is for capital management purposes and Computershare reserves the right to vary, suspend or terminate the buy-back at any time. Computershare Limited plans to buy-back its fully paid ordinary shares up to a maximum aggregate value of AUD 750 million. (As at 31 December 2024: AUD 465 million).

12. 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 statement of financial position 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.

13. COMMITMENTS

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

14. 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.

-30-

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 30 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 2024 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 [154 x 37] intentionally omitted <==

PJ Reynolds

Chairman

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

SJ Irving

Director

Melbourne

11 February 2025

  • 31 -

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 2024 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 2024:

  • (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 2024 and of their performance for the half-year ended on that date.

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SJ Irving

Chief Executive Officer

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NSR Oldfield

Chief Financial Officer

11 February 2025

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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 2024, 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, selected 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 2024 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, in accordance with Australian Accounting Standards and the Corporations Act 2001 , including giving a true and fair view, 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.

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.

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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 2024 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.

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PricewaterhouseCoopers

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Marcus Laithwaite Partner

Melbourne 11 February 2025

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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION

NTA Backing (Appendix 4D item 3)

31 December 31 December 2023
2024
Net tangible asset backing per ordinary share (1.41) (1.17)

Details of entities over which control was gained or lost during the period (Appendix 4D item 4)

Control gained Date Pavilion Process Agent Services Limited 31 October 2024 Computershare Asia Services Limited 28 November 2024 CMi2i Limited 31 December 2024 ingage IR Limited 31 December 2024 ingage Poland Sp. Z.o.o. 31 December 2024 Control lost Date Equatex UK Nominees Limited 2 July 2024

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 2024 are as follows:

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

Record date Payment date Type Amount Total dividend Franked Conduit foreign
per security (AUD) amount income amount
per security per security
16 September
21 August 2024 Final AU 42 cents 247,475,684 AU 0.0 cents AU 42.0 cents
2024
19 February 2025 19 March 2025 Interim AU 45 cents 263,514,682 AU 0.0 cents AU 45.0 cents
----- End of picture text -----

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 in respect of the half-year ended 31 December 2024 that was determined on 11 February 2025. Applications or notices received after 5.00pm (Melbourne time) on 20 February 2025 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 24 February 2025 to 7 March 2025 (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 activity Ownership interest Consolidated carrying Consolidated carrying
incorporation amount
December June December June
2024 2024 2024 2024
% % $000 $000
Joint Ventures
Computershare Pan Africa Mauritius Investor Services 60 60 - -
Holdings Ltd
Associates
Expandi Ltd United Kingdom Investor Services 25 25 6,603 6,567
Reach LawTech Pty Ltd Australia Investor Services 46.5 46.5 - -
The Reach Agency Holdings Pty
Ltd Australia Investor Services 46.5 46.5 1,833 1,972
8,436 8,539

The share of net profit/(loss) of associates and joint ventures accounted for using the equity method for the halfyear ended 31 December 2024 is a gain of $0.1 million (31 December 2023: $0.1 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 Gerrard Bruce Schmid 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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