Computershare LimitedASX: CPU

Annual Report 2024

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ANNUAL REPORT 2024

Our Annual Report cover celebrates the 30th anniversary of

Computershare listing on the Australian Securities Exchange (ASX) in 1994.

You can learn more about this milestone and how we celebrated it on page 20.

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

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

Computershare Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Computershare Limited

Yarra Falls 452 Johnston Street,

Abbotsford Victoria 3067 Australia

The financial report was authorised for issue by the directors on 23 September 2024.

The company has the power to amend and reissue the financial report.

CONTENTS

OVERVIEW

FINANCIALS

Financial calendar

3

Consolidated Statement of Comprehensive Income

66

Financial highlights

4

Consolidated Statement of Financial Position

67

Chairman's report

5

Consolidated Statement of Changes in Equity

68

CEO's report

7

Consolidated Cash Flow Statement

69

Computershare at a glance

9

Notes to the Consolidated Financial Statements

70

Key Financial Metrics

11

REPORTS

Issuer Services

13

Computershare Corporate Trust

14

Consolidated entity disclosure statement

132

Employee Share Plans

15

Directors' Declaration

137

Environment | Social | Governance

16

Declaration to the Board of Directors

138

Group Operating Overview

21

Independent Auditor's Report

139

Business strategies and prospects

23

Corporate Governance Statement

26

FURTHER INFORMATION

GOVERNANCE

Shareholder information

145

Corporate directory

147

The Directors

29

Directors' Report

42

Remuneration Report

45

Auditor's Independence Declaration

65

The Chairman's Report, CEO's Report, Group Operating Overview and Business Strategies and Prospects comprise our Operating and Financial Review (OFR) and form part of the Directors' Report. The information included in the Overview section of the report contains various measures which are non-IFRS in nature and not aligned to the Financial section of the Annual Report (Page 66 to 131).

FINANCIAL CALENDAR

2024

2025

21 August

Record date for final dividend

11 February

Announcement of financial results for the

16 September

Final dividend paid

half year ending 31 December 2024

14 November

The Annual General Meeting of

Computershare Limited

ABN 71 005 485 825

10.00am hybrid meeting

FINANCIAL

HIGHLIGHTS

FY24

FY23

% CHANGE

STATUTORY RESULTS

Total Revenue

3,297.8 million

3,200.8 million

3.0%

Net profit after non-controlling interests (NCI)

352.6 million

444.7 million

-20.7%

Statutory earnings per share

58.90 cents

73.67 cents

-20.0%

MANAGEMENT ADJUSTED RESULTS

Management EBITDA (Earnings before interest, tax,

1,287.3 million

1,216.3 million

5.8%

depreciation, and amortisation)

Management EBIT (Earnings before interest and tax)

1,148.8 million

1,032.5 million

11.3%

Management net profit after NCI

708.4 million

652.1 million

8.6%

Management earnings per share (EPS)

118.33 cents

108.01 cents

9.6%

Management earnings per share (in constant currency)

117.63 cents

108.01 cents

8.9%

BALANCE SHEET

Total assets

5,118.6 million

6,146.4 million

-16.7%

Total shareholders' equity

1,948.6 million

2,141.0 million

-9.0%

PERFORMANCE INDICATORS

Free cash flow (excluding US MS advances)

612.3 million

511.1 million

19.8%

Net debt to management EBITDA (excluding non-recourse debt)*

0.36 times

0.85 times

Down 0.49 times

Return on equity*

34.7%

30.1%

Up 460bps

Staff numbers

12,359

14,081

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

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

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

Where constant currency (CC) references are used in this report, constant currency equals FY24 results translated to USD at FY23 average exchange rates. FY24 Management earnings per share of 117.63 cps assumes weighted average number of shares (WANOS) of 598,649,609. FY23 Management earnings per share of 108.01 cps assumes WANOS of 603,729,336.

4

OVERVIEW

GOVERNANCE

FINANCIALS

REPORTS

FURTHER INFORMATION

ANNUAL REPORT 2024

COMPUTERSHARE

5

CHAIRMAN'S

REPORT

Paul Reynolds | Chairman

On behalf of the Board of Directors, I am pleased to present Computershare's Annual Report for FY24.

YEAR IN REVIEW

Computershare delivered strong financial results and finished FY24 as a significantly more resilient business with the right foundations for the future. This is a direct result of good operational progress and management's delivery of a series of complex technical programmes, disposals and acquisitions in pursuit of our strategy to simplify and build around the core businesses of Issuer Services, Employee Share Plans and Corporate Trust.

Highlights included completion of the immense technical integration of Wells Fargo Corporate Trust, acquired in 2021, and growing it further with the purchase of BNY's Canada Corporate Trust business (which should complete later in FY25).

After waiting patiently for the right market conditions we also completed the sale of our US Mortgage Services business to Rithm Capital in May, so concluding our key simplification goal.

Computershare's strong financial position has enabled us to execute disciplined investments in our businesses, whether that be in Employee Share Plans, where we made further strides in transferring clients to the feature-rich EquatePlus platform and completed the strategic acquisition of the Solium Capital UK business in December, or further digitisation investments, particularly in Issuer Services, to drive growth, innovation and efficiency.

MANAGEMENT REVENUE

MANAGEMENT

MARGIN

EPS1

INCOME (MI)

$3.3bn

117.6 cps

$832.1m

UP 2.1%

UP 8.9%

UP 7.3%

RETURN ON INVESTED

MANAGEMENT

FINAL DIVIDEND

CAPITAL (ROIC)

EBIT EX. MI

PER SHARE (AUD)

30.2%

$310.9m

42 cps2

UP 753bps

UP 20.9%

UP 5.0%2

  1. Management EPS is inclusive of FY24 share buybacks. Guidance of around 116cps excluded share buybacks. On this basis, FY24 Management EPS was 116.7 cps vs. 108.0 in FY23, up 8.0%.
  2. Unfranked; Total dividend per share for FY24 is AUD 82 cps; Compared to FY23 final and FY24 interim dividend per share of AUD 40 cents per share (cps).

STRONG RESULTS

These efforts bore fruit in the financial results. Management Earnings Per Share (EPS) - an important measure of our profitability - was up over 8%, slightly ahead of guidance, achieved by driving earnings across our integrated businesses with high quality core fees, more cyclical event-revenue, transaction revenues and margin income.

We achieved this growth despite some challenging conditions in global markets. A continued high interest-rate environment did help deliver an increase in margin income, but also impacted new deal volumes and the number of corporate actions we managed.

Encouragingly, as market sentiment improved in the second half of the year, US structured debt volumes started to improve, and our US Corporate Trust book returned to overall growth

Employee Share Plans delivered a particularly impressive performance, as a result of good sales and client retention combined with increased trading activity; and Issuer Services produced over 10% revenue growth. Good, focused, cost management helped us in delivering operating leverage and margin expansion.

The professionalism and continued commitment of more than 12,000 Computershare employees across the globe to put clients and customers at the forefront of everything we do is evident in these outcomes. Their efforts have put Computershare in a good position to achieve ongoing growth in our three, capital light, core businesses of Issuer Services, Corporate Trust and Employee Share Plans.

FLEXIBILITY TO INVEST AND REWARD SHAREHOLDERS

2024 marks 30 years since Computershare listed on the Australian Securities Exchange (ASX) - so it's particularly special that we're continuing our tradition of delivering strong returns for shareholders this year.

These returns support a strengthening balance sheet that provides us with meaningful flexibility looking ahead. We more than halved our net debt in FY24 following the sale of the US Mortgage Services business.

The Board is careful to balance investment for long-term strength with providing returns to shareholders. We're around halfway through our AU$750m share buyback program and have renewed it for another 12 months. In FY24, we were pleased to deliver a total dividend of 82 Australian cents per share, an increase of 17.1% on last year.

BUILDING ON OUR POSITIVE IMPACT

Computershare has strengthened its focus on having a positive impact on the environment, our people, and communities through our Environment, Social and Governance (ESG) work. This is ever more disciplined and core to how we do business and I am pleased to report we are already implementing changes necessary to meet the forthcoming Australian sustainability disclosure standards.

You can read more about our initiatives on pages 16 to 18 and we'll provide more details in our third annual ESG Report, which will be released in October.

ENTERING FY25 WITH A POSITIVE OUTLOOK

We expect FY25 to be another year of positive earnings growth. Although our plans anticipate lower interest rates globally and therefore lower margin income, we anticipate this should be more than offset by other profit drivers. We expect the counter-benefits of a lower rate environment such as improved client balances and event revenues and lower interest expense, combined with new cost control initiatives and the impact of recent acquisitions and productivity investments, to underpin the momentum in our core businesses and deliver growth. Specifically, we are guiding that in FY25 we expect Management Earnings Per Share (EPS) to rise by around 7.5% to 126 cents per share.

The Board would like to thank shareholders for their support and to thank CEO Stuart Irving and Computershare's dedicated team for their work delivering positive outcomes for customers and shareholders over the past year.

Paul Reynolds

Chairman

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

6

OVERVIEW

GOVERNANCE

FINANCIALS

REPORTS

FURTHER INFORMATION

ANNUAL REPORT 2024

COMPUTERSHARE

This guidance was provided subject to the assumptions, detailed financial data and the important notice on slide 58 regarding forward looking statements of Computershare's FY24 Results Market Presentation available at www.asx.com.au.

7

CEO'S

REPORT

Stuart Irving | CEO

It's been another impressive year for Computershare. We've made significant progress on our strategy and have delivered strong results.

Management revenue was up 2.1% to $3.3bn. Management EBIT ex. MI was up 21% and margin income was 7.3% higher at $832m.

As the year unfolded, we saw the start of recovery in some of our more economically sensitive event and transaction activities, as well as ongoing growth in our high-quality recurring fee revenues. With improving client balances through the second half and delays to anticipated rate cuts, we also generated more margin income. Management earnings in the second half of the year were up over 14.7% compared to the first half results.

STRONG CORE BUSINESSES

Our focus on our three core businesses - Issuer Services, Corporate Trust and Employee Share Plans - is paying off.

Revenues were up in our Issuer Services business, with all revenue lines improving - including Register Maintenance, Corporate Actions and Governance Services.

Our Employee Share Plans business is performing strongly, with companies increasingly using equity to attract, retain and reward their employees. Client paid core fees and transaction fees both rose, and our volume of assets under administration remains high.

Our Corporate Trust headline revenues declined modestly due to a range of factors, including higher interest rates affecting the volume and mix of new deals, mainly in the first half. Encouragingly though, this improved in the second half and we finished the year with an increase in Corporate Trust client balances compared to the prior year. We see scope for further recovery in FY25.

FY24

FY23

@ CC

Var

Issuer Services

1,090.4

1,209.7

10.9%

Corporate Trust

957.9

938.6

-2.0%

Employee Share Plans

346.7

440.3

27.0%

REVENUE

1,400

FY23

FY24 @ CC

1,200

1,000

800

600

400

M

200

USD

Issuer

Corporate

Employee

Services

Trust

Share Plans

DELIVERING ON KEY STRATEGIES

As the Chairman mentioned, we also made good progress focusing the group on our key businesses and disposing of assets that we decided are better owned by others. The sale of US Mortgage Services and KCC will help us focus on our core businesses, reduce debt and improve returns. Excluding the assets we sold, return on invested capital (ROIC) would have been over 35% for the year.

We have also put plans in place to protect Computershare from lower interest rates. We have hedged over $1.5bn of margin income with the majority of this to be paid to us over the next five years.

INNOVATING THROUGH TECHNOLOGY

We are excited to build on our long history of innovation by investing in technology. We have multiple technology projects running across the group to help build on the customer experience we provide and improve the efficiency of our processes.

New technologies coming online in FY25 and FY26 will replace many of our existing customer-facing products within Issuer Services. We've also rolled out products to continue improving the operational services we provide to our clients and their customers.

Given my history in Computershare's technology team, you can imagine how enthused I am about these projects, which will help further enhance Computershare's client and customer offering.

SUPPORTING OUR TEAM

The 30th anniversary of our listing on the ASX in 1994 was an important reminder of how far Computershare has come. Over the past three decades we've grown a team of about 50 people in Melbourne to more than 12,000 employees around the world.

Amid this growth, our team has remained committed to driving Computershare's success by delivering certainty, ingenuity and advantage to our clients and our Purple culture has been maintained.

We support our team to thrive at work and beyond by nurturing a company culture that empowers people to be themselves, build strong connections, maintain good health and continue developing their skills and experience.

THE YEAR AHEAD

We are well placed to deliver another year of positive earnings improvement in FY25, thanks to our business growth, investments in technology, lower interest costs and efforts to limit costs generally. With our strong core businesses, balance sheet and cash flow we will continue to be able to invest in our core businesses and reward shareholders.

Thank you to our shareholders for your ongoing support over the past year, along with every member of the Computershare team and our Board.

Stuart Irving

CEO and President

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

8

OVERVIEW

GOVERNANCE

FINANCIALS

REPORTS

FURTHER INFORMATION

ANNUAL REPORT 2024

COMPUTERSHARE

This guidance was provided subject to the assumptions, detailed financial data and the important notice on slide 58 regarding forward looking statements of Computershare's FY24 Results Market Presentation available at www.asx.com.au.

9

COMPUTERSHARE AT A GLANCE

Edinburgh

Dublin

Monaghan

Bristol

Jersey

Doxford

Skipton

London

Paris

Oslo

Copenhagen

Rotterdam

Warsaw

Madrid

Olten

Zurich

Munich

Beijing

Rome

Barcelona

Turin

Hyderabad

Hong Kong

BengaluruManila

Johannesburg

Perth

Adelaide

Melbourne