Hearts and Minds Investments Limited Annual Report For the year ended 30 June 2021 ACN 628 753 220 Hearts and Minds Investments Limited For the year ended 30 June 2021 Contents Corporate Directory Chairman and Chief Executive Officer’s Letter Investment Committee Report Medical Research Report Directors’ Report to Shareholders Auditor’s Independence Declaration Financial Statements Statement of Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Review Report to the Shareholders ASX Additional Information 1 2 7 14 19 31 32 33 34 35 36 57 58 62 Corporate Directory Directors (Pro bono) Company Secretary (Pro bono) Investment Committee (Pro bono) Core Fund Managers (Pro bono) 2020 Conference Fund Managers (Pro bono) Registered Office Auditor Administrator Share Registrar Stock Exchange Hearts and Minds Investments Limited ACN 628 753 220 Corporate Directory Chairman and Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Chairman Christopher Cuffe AO Lorraine Berends Guy Fowler Matthew Grounds AM Michael Traill AM Gary Weiss AM Geoffrey Wilson AO David Wright Tom Bloomfield David Wright Christopher Cuffe AO Lorraine Berends Brett Paton Paul Rayson Caledonia (Private) Investments Cooper Investors Magellan Asset Management Paradice Investment Management Regal Funds Management TDM Growth Partners Jericho Capital Asset Management (USA) Cota Capital (USA) Tekne Capital Management (USA) Tribeca Investment Partners ARK Invest (USA) Prince Street Capital (SG) Paradice Investment Management VGI Partners Atreides Management (USA) TDM Growth Partners Regal Funds Management Milford Asset Management Munro Partners Cooper Investors Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000 Pitcher Partners Level 16, Tower 2 Darling Park 201 Sussex Street, NSW 2000 Telephone: (02) 9221 2099 Citco Fund Services (Australia) Pty Limited Level 22, 45 Clarence Street Sydney NSW 2000 Telephone: (02) 9005 0400 Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000 Telephone: (02) 9290 9600 Australian Securities Exchange The home exchange is Sydney ASX code: HM1 Ordinary Shares 1 Hearts and Minds Investments Limited Chairman and Chief Executive Officer’s Letter For the year ended 30 June 2021 Chairman and Chief Executive Officer’s Letter Dear Shareholders, On behalf of the Board and management we would like to thank you for your support of Hearts and Minds Investments Limited (hereafter referred to as ‘HM1’ or the ‘Company’) and we are delighted to share the Annual Report for the year ended 30 June 2021. HM1 is a listed investment company that was established in 2018 with the combined objective of providing a concentrated securities portfolio of the highest conviction ideas from respected fund managers, whilst also supporting Australian medical research institutes. It was born out of the investment and philanthropic vision of the Sohn Hearts & Minds Investment Leaders Conference. The COVID-19 pandemic continues to be a major challenge for communities around the world and many families and businesses have been severely impacted by the ongoing health crisis, rolling lockdowns and economic impact. Despite this backdrop, global share markets soared over the last financial year, rebounding from the lows of the pandemic induced recession and posting returns well in excess of long term averages. The HM1 portfolio posted a very pleasing pre-tax investment return of 28.0% for the year ended 30 June 2021, in line with the significant increase in the global equity benchmark, the MSCI World Net Total Return (AUD) Index, which increased 27.5% over the same period. Since the inception of the Company in November 2018, HM1 has generated a compound annual pre-tax investment return of 28.1% compared to the MSCI World Net Total Return (AUD) Index increase of 16.6% per annum over the same period. For the year ended 30 June 2021, HM1 recorded total comprehensive income after tax of $157,948,475 (2020: $117,553,802). The result was partly driven by net realised gains from the 2019 Conference Portfolio which was disposed of during the year. Further net realised gains were generated from both the Core Portfolio and the 2020 Conference Portfolio where our fund managers recommended the taking of some profits on investment holdings that had exceeded expectations. In addition to the net realised gains, the financial result for the year reflects net unrealised gains in the market value of our total investment portfolio on 30 June 2021. Further details of the performance of the investment portfolio can be found in the Investment Committee Report. HM1’s post-tax net tangible assets have increased 18.1% over the year from $750.5 million on 30 June 2020 to $886.0 million as of 30 June 2021. In April 2021 HM1 paid its first dividend to shareholders. A fully franked dividend of 12 cents per ordinary share amounting to a total dividend of $27.0 million was paid on 20 April 2021. Our dividend reinvestment plan was operational and many shareholders reinvested their dividend in HM1 shares at a 2.5% discount to the prevailing market price. The dividend policy of HM1 aims to pay a fully franked annual dividend in April each year following the realisation of the previous year’s Conference Portfolio, subject to sufficient cash reserves and available franking credits and it is within prudent business practice. In line with its philanthropic objective, HM1 provides financial contributions to leading Australian medical research organisations to help the development of new medicines and treatments and drive a new generation of medical research in Australia. HM1 and its participating fund managers forego any investment fees and instead donate an amount equivalent to 1.5% of net tangible assets per annum to designated medical research organisations. The current designated medical research organisations are Victor Chang Cardiac Research Institute, Black Dog Institute, Charlie Teo Foundation, The Children’s Hospital at Westmead – Kids Critical Care Research, The Florey Institute of Neuroscience and Mental Health, Multiple Sclerosis Research Australia, Orygen, Centre of Human Psychopharmacology at Swinburne University and RPA Green Light Institute. More information on the wonderful work of these organisations can be found in the Medical Research Report. During the year ended 30 June 2021, HM1 paid $11.3 million to its designated medical research organisations and made provision for a further $6.4 million. These donated monies will be used by the medical research organisations to fund important research into the prevention and treatment of chronic diseases and mental health disorders. The current pandemic highlights the critical importance of medical research to global health outcomes and economic prosperity. 2 Hearts and Minds Investments Limited Chairman and Chief Executive Officer’s Letter (continued) For the year ended 30 June 2021 HM1’s Investment Approach HM1 seeks to provide shareholders with a compelling and attractive investment proposition by creating a concentrated portfolio of long positions in Australian and international listed securities based on the highest conviction ideas from two groups of fund managers. • HM1 has invested approximately 35% of its investment portfolio based on the annual recommendations of fund managers who present at the Sohn Hearts & Minds Investment Leaders Conference (known as the Conference Fund Managers). • HM1 has invested approximately 65% of its investment portfolio based on the highest conviction ideas of six respected fund managers (known as the Core Fund Managers). These fund managers are Caledonia (Private) Investments, Cooper Investors, Magellan Asset Management, Paradice Investment Management, Regal Funds Management and TDM Growth Partners. The Board’s view is that the investment strategy offers investors an opportunity to: • • • gain exposure to the highest conviction ideas, investment approach and expertise of each fund manager, a number of whom are not otherwise readily accessible to retail investors; benefit from having a portfolio that is not concentrated on the philosophy or investment style of just one fund manager; and access a concentrated portfolio of Australian and international listed securities which are expected to provide attractive shareholder returns over the long term (being five years or more). Company Performance As a listed investment company, we use three key measures to evaluate the performance of HM1: 1. Investment portfolio performance, which measures the growth of the investment portfolio on a pre-tax basis and after the payment of all expenses, including the donation payments and provisions. Our investment benchmark, the MSCI World Net Total Return (AUD) Index, is also measured before taxes. Our investment performance compared to this benchmark is reported to shareholders on a monthly basis; 2. Net tangible asset (NTA) growth, which is a post-tax measure and represents the change in the value of the Company’s assets less liabilities. The post-tax NTA of the Company is essentially the realisable value of the Company at a point in time. The pre- and post-tax NTA per share of the Company is reported to shareholders on a weekly basis; and 3. Total shareholder return, which measures the total return to shareholders from share price growth and dividends paid. Each of these is discussed below in more detail. 1. Investment Portfolio Performance Performance to 30 June 2021 6 months 1 year Since inception1 HM1 investment portfolio performance MSCI World Net Total Return (AUD) Index Out/(Under) performance 1. Inception 14 November 2018 28.0% 27.5% 0.5% 28.1% p.a. 16.6% p.a. 11.5% p.a. 10.5% 16.2% (5.7%) 3 Hearts and Minds Investments Limited Chairman and Chief Executive Officer’s Letter (continued) For the year ended 30 June 2021 Global share markets soared over the last financial year rebounding from the lows of the pandemic induced recession and posting returns well in excess of long term averages. In the first part of the year market returns were largely driven by the continuing growth in new economy sectors that benefited from the accelerated shift to online commerce and behaviour. As economic recovery gained traction, propelled by massive monetary and fiscal stimulus, the latter part of the financial year saw very strong market gains in more traditional sectors such as financials, industrials, resources and property sectors. Over the year the HM1 portfolio also posted a very high return in line with the broader market, largely driven by our portfolio holdings that are overweight in new economy sectors. HM1 outperformed the market in the first half of the year but underperformed the market in the latter six months (while still posting a very healthy 10.5% return for the half), as traditional sectors gained favour. The overall portfolio investment return for the year of 28.0% was driven by strong realised and unrealised gains across both our Core and Conference Portfolios. Since inception of the Company in November 2018, HM1 has generated a compound annual investment return of 28.1% compared to the MSCI World Net Total Return (AUD) Index of 16.6% per annum over the same period. 2. NTA Growth HM1’s post-tax NTA increased 18.1% over the year from $750.5 million on 30 June 2020 to $886.0 million as of 30 June 2021. The following chart shows the components of the change in post-tax NTA over this period. The major increase in post-tax NTA came from realised and unrealised gains from the investment portfolio, partially offset by the tax expense on realised gains and the donation expense. HM1 also paid a fully franked dividend of 12 cents per share amounting to a total dividend payment of $27.0 million. An amount of $4.5 million was reinvested by shareholders in additional HM1 shares via the dividend reinvestment plan. On a per share basis, HM1’s post-tax NTA per share has increased from $3.34 on 30 June 2020 to $3.92 on 30 June 2021. The pre-tax NTA per share on 30 June 2021 was $4.33. HM1 NTA Performance 4 Hearts and Minds Investments Limited Chairman and Chief Executive Officer’s Letter (continued) For the year ended 30 June 2021 3. Total Shareholder Return Total shareholder return measures the change in the HM1 share price plus dividends paid. HM1’s share price has increased from $2.50 at listing on 14 November 2018 to $4.32 on 30 June 2021. In addition, HM1 paid a fully franked dividend of 12 cents per share to shareholders in April 2021. The chart below depicts HM1’s total shareholder return to 30 June 2021 represented as the increase in the value of a $10,000 investment in HM1 shares from the date of listing, assuming the reinvestment of dividends. The value of the initial investment has grown 82.1% to $18,213 on 30 June 2021. Dividend Policy HM1 provides shareholders with exposure to a concentrated portfolio of Australian and international securities. As such, returns to shareholders are predominantly delivered through capital growth. The Board is committed to paying fully franked dividends to shareholders provided the Company has sufficient profit reserves and franking credits and it is within prudent business practice. HM1 aims to pay a fully franked annual dividend to its shareholders in April each year following the realisation of the previous year’s Conference portfolio. Fund Managers and Service Providers Through their investment in HM1, shareholders gain exposure to the highest conviction ideas, investment approach and expertise of respected fund managers, and make a significant contribution to advancing medical research in Australia. This is made possible by all of our participating fund managers foregoing investment management and performance fees. The Board of Directors, the Investment Committee and many of our service providers also work on a pro bono basis. We note that over the past 18 months each of our service providers enacted their business continuity plans due to the pandemic providing HM1 with uninterrupted service delivery. 5 Hearts and Minds Investments Limited Chairman and Chief Executive Officer’s Letter (continued) For the year ended 30 June 2021 We sincerely thank our fund managers and service providers for their ongoing involvement and generosity in supporting the operations and objectives of HM1. The notional value of the investment and performance fees foregone by the participating fund managers totalled $12.7 million for the year. The notional value of the service providers and the Board and Investment Committee working on a pro bono basis totalled $0.7 million for the year. Finally, we would also like to thank you, our shareholders, for supporting HM1’s combined objective of providing a compelling and attractive investment proposition whilst also supporting the advancement of medical research in Australia. Christopher Cuffe AO Chairman Paul Rayson Chief Executive Officer Sydney 26 August 2021 6 Hearts and Minds Investments Limited Investment Committee Report For the year ended 30 June 2021 Investment Committee Report The Investment Committee of HM1, in conjunction with the Chief Investment Officer (CIO), is responsible for implementing the Company’s investment strategy, including the selection of fund managers, managing the investment portfolio and reviewing fund manager performance. The Company’s Investment Committee consists of David Wright (Chairman), Christopher Cuffe, Lorraine Berends, Paul Rayson and Brett Paton. The Investment Committee’s experience and qualifications are provided in the Directors Report. HM1 Investment Strategy HM1 seeks to provide shareholders with a compelling investment proposition by creating a concentrated portfolio of long positions in Australian and international listed securities based on the highest conviction ideas from two groups of fund managers. • • 65% of the investment portfolio is held in up to 18 securities based on the highest conviction ideas of our Core Fund Managers. On a quarterly basis, the Core Fund Managers provide or confirm with HM1 their top three security holding recommendations and a weighting for each security. 35% of the investment portfolio is held in 10 to 15 securities based on the annual investment recommendations of our Conference Fund Managers. HM1 generally allocates an equal weight investment to each of these recommendations. These securities are expected to be held in the portfolio for a period of up to 12 months. After this period the securities are expected to be sold in order to invest in the recommendations of the selected Conference Fund Managers who present at the next Conference. HM1 may vary the holding period for Conference Portfolio securities in certain circumstances. This may include if the original investment thesis of the fund manager has played out, or if factors have changed such that the original investment thesis no longer applies. Where a security is held for a shorter period, HM1 may hold cash until the end of the annual period or reinvest in the remaining securities based on updated recommendations from Conference Fund Managers. The holding period of a security may be extended if the original investment thesis of the fund manager remains in place but the potential value is not yet reflected in the security price. HM1 aims to be fully invested subject to an appropriate cash buffer to meet tax liabilities, dividend payments, donation payments and general expenses. HM1 Portfolio Performance As noted in the Chairman and Chief Executive Officer’s Letter, the investment portfolio has returned 28.0% on a pre- tax basis for the year ended 30 June 2021. By way of comparison, the MSCI World Net Total Return (AUD) Index benchmark increased by 27.5% over the same period. Since inception on 14 November 2018, the investment portfolio has generated a compound annual return of 28.1% compared to the benchmark index of 16.6% per annum over the same period. Performance to 30 June 2021 6 months 1 year Since inception1 HM1 investment portfolio performance MSCI World Net Total Return (AUD) Index Out/(Under) performance 1. Inception 14 November 2018 28.0% 27.5% 0.5% 28.1% p.a. 16.6% p.a. 11.5% p.a. 10.5% 16.2% (5.7%) 7 Hearts and Minds Investments Limited Investment Committee Report (continued) For the year ended 30 June 2021 Global share markets soared over the last financial year rebounding from the lows of the pandemic-induced recession and posting returns well in excess of long term averages. In the first part of the year market returns were largely driven by the continuing growth in new economy sectors that benefited from the accelerated shift to online commerce and behaviour. As economic recovery gained traction, propelled by massive monetary and fiscal stimulus, the latter part of the financial year saw very strong market gains in more traditional sectors such as financials, industrials, resources and property sectors. The HM1 portfolio posted a very high return in line with the broader market, largely driven by our portfolio holdings that are overweight in new economy sectors. HM1 outperformed the market in the first half but underperformed the market in the latter six months (while still posting a very healthy 10.5% return for the half), as traditional sectors gained favour. The overall portfolio investment return for the year of 28.0% was driven by strong realised and mark-to-market gains across both our Core and Conference Portfolios. The 2019 Conference Portfolio was sold in November 2020 realising a pre-tax gain of 67% for the 12 month holding period. Most stocks in the 2019 Conference Portfolio performed well with the major contributors being Tesla Inc. (TLS), Spotify Technology S.A. (SPOT), GDS Holdings Ltd (GDS), The Trade Desk Inc (TTD), Floor & Decor Holdings Inc. (FND) and Mineral Resources Ltd (MIN). Note that roughly two thirds of the market gains from the 2019 Conference Portfolio were reported in the financial year ended 30 June 2020. The 2020 Conference portfolio is also tracking well. At 30 June 2021, the 2020 Conference Portfolio had generated a pre-tax return on investment of 28% in realised and unrealised gains over the 7 month holding period. Major contributors to the 2020 Conference portfolio return to date are Yeakha Limited (9923.HK), Slack Technologies Inc. (WORK), Bill.com Holdings Inc (BILL), HelloFresh SE (HFG.DE), Target Corporation (TGT), Shenzhou International Group (2313.HK) and Treasury Wine Estates (TWE.AX). Under performers in the Conference portfolio to date are Yext Inc. (YEXT), Ping An Healthcare and Technology (1833.HK) and Teladoc Health Inc. (TDOC). The Core Portfolio has delivered an annualised pre-tax return of 20% since inception in both realised and unrealised gains. Major contributors to the Core Portfolio return in the year to 30 June 2021 have been Zillow Group Inc (Z), Alphabet Inc. (GOOG), Microsoft Corporation (MSFT), Megaport Ltd (MP1), Danaher Corporation (DHR), Appen Limited (APX) and AIA Group Limited (1299.HK). Detractors from the performance of the Core Portfolio over the year to 30 June 2021 were Nuix Limited (NXL), Opthea Limited (OPT) and Orica Limited (ORI). Set out on the next page is a table of the portfolio holdings of HM1 on 30 June 2021 ranked by the market value of HM1’s holdings. 8 HM1 Portfolio Holdings on 30 June 2021 Company Name Zillow Group, Inc. - C Mineral Resources Ltd Alphabet, Inc. Class C Megaport Ltd HelloFresh SE Bill.com Holdings, Inc. Microsoft Corporation Formula One Group Hearts and Minds Investments Limited Investment Committee Report (continued) For the year ended 30 June 2021 Exchange Listing No. of Securities Held 30 June 2021 Market Value of Securities Held 30 June 2021 Percentage of Portfolio United States 510,000 $83,120,683 Australia 1,200,000 $64,476,000 United States 16,600 $55,480,613 Australia Germany United States United States United States 2,094,601 $38,603,496 275,001 $35,649,240 140,000 $34,198,160 85,000 $30,706,094 475,000 $30,537,072 Just Eat Takeaway.com N.V. United States 1,224,575 $29,818,295 Alibaba Group Holding Ltd AIA Group Ltd Twitter, Inc. Target Corporation Tyro Payments Ltd United States Hong Kong United States United States 97,000 $29,334,125 1,750,000 $29,001,132 300,000 $27,527,670 85,000 $27,400,853 Australia 6,545,455 $24,087,274 Shenzhou International Group Ltd Hong Kong 700,000 $23,573,563 Treasury Wine Estates Ltd Danaher Corporation Netflix, Inc. Australia United States United States 2,000,000 $23,360,000 65,000 $23,260,968 32,000 $22,539,965 Temple & Webster Group Ltd Australia 2,000,000 $21,580,000 Spotify Technology S.A HDFC Bank Ltd Nintendo Co. Ltd CSL Ltd Yext, Inc. Teladoc Health, Inc. United States United States Japan Australia United States United States 55,000 $20,212,628 200,000 $19,501,267 25,000 $19,388,779 65,000 $18,537,350 965,000 $18,388,919 80,000 $17,739,965 Ping An Healthcare and Technology Ltd Hong Kong 1,050,000 $17,436,744 Orica Ltd Opthea Ltd Australia Australia 1,150,000 $15,272,000 10,000,000 $13,350,000 Dish Network Corporation United States 225,000 $12,541,673 IDP Education Ltd T-Mobile US, Inc. Australia 475,000 $11,656,500 United States 60,000 $11,587,945 Fisher & Paykel Healthcare Corp. Ltd Australia 400,000 $11,568,000 Total Equity Securities $861,436,973 100.00% 9 9.65% 7.48% 6.44% 4.48% 4.14% 3.97% 3.56% 3.54% 3.46% 3.41% 3.37% 3.20% 3.18% 2.80% 2.74% 2.71% 2.70% 2.62% 2.51% 2.35% 2.26% 2.25% 2.15% 2.13% 2.06% 2.02% 1.77% 1.55% 1.46% 1.35% 1.35% 1.34% Hearts and Minds Investments Limited Investment Committee Report (continued) For the year ended 30 June 2021 Risk Analysis The following information summarises the risk metrics of the security holdings in the HM1 portfolio on 30 June 2021 based on analysis prepared by Zenith Investment Partners. The analysis is a snapshot of the portfolio structure and biases at that point in time and does not reflect any future biases within the portfolio. Industry Exposure Biases While the portfolio is concentrated in a relatively small number of securities, sector exposure is diverse but clearly weighted to certain industry sectors. Compared to the broad MSCI World Index ex Australia the HM1 portfolio exhibits positive biases to the Internet Software and Services, Diversified Metals, Retailing, Media, IT Services and Software and Consumer Durables. The portfolio has negative (underweight) biases to the Financial, Computers and Electronics, Transportation, Machinery, Pharmaceuticals, Utilities, Semiconductors and Real Estate sectors. The chart below shows the differences in sector exposure of the portfolio compared to the broad MSCI World Index ex Australia on 30 June 2021. Note industry sectors where there is not a major difference in exposure are not shown in the chart. Active Style Biases The chart below illustrates the style tilts exhibited in the portfolio based on the securities in the portfolio on 30 June 2021. 10 Hearts and Minds Investments Limited Investment Committee Report (continued) For the year ended 30 June 2021 Consistent with HM1’s capital growth objective, the portfolio exhibits a strong factor bias to securities categorised as growth securities with consequently higher volatility. Other significant style biases include a negative bias to size, dividend yielding securities and value categorised securities. Despite strong liquidity in the portfolio holdings, the negative size factor indicates a bias to mid capitalisation securities in the portfolio compared to that of the comparative benchmark, the MSCI World Index (AUD). Eleven of the companies in the portfolio have a market capitalisation of over US$50 billion. The smallest security is capitalised at A$430 million. Risk Metrics The following table provides a number of risk measures associated with the blend of securities that form the HM1 portfolio on 30 June 2021 compared to the MSCI World Index (AUD). As these risk measures are taken at a specific point in time, these factors may not be predictive of the risk characteristics of the HM1 portfolio going forward. The portfolio displays a very high active share measure which indicates the portfolio is a true ‘stock pickers’ portfolio, is actively managed and does not closely track either the composition or performance of the MSCI World Index (AUD). HM1 Portfolio Risk Metrics (current portfolio since inception to 30 June 2021) Portfolio Beta Tracking Error Active Share Portfolio Volatility Correlation (with Benchmark) Sharpe Ratio Upside Capture Downside Capture 1.13 24.4% 93.5% 28.1% 0.49 0.75 109.5% 86.5% David Wright Chairman Rory Lucas Chief Investment Officer 11 Hearts and Minds Investments Limited Investment Committee Report (continued) For the year ended 30 June 2021 Our Fund Managers We sincerely thank our participating fund managers that provide their time, expertise and highest conviction investment ideas on a pro bono basis. The notional value to HM1 of the investment management fees and performance fees foregone is equivalent to $12.7m. Core Fund Managers Six Core Fund Managers each provide their three highest conviction investment ideas which are reviewed quarterly. These securities represent 65% of the total investment portfolio. Each Core Fund Manager has made a minimum three- year commitment to HM1. Core Fund Managers Caledonia (Private) Investments Pty Limited is a global investment management firm with offices in Sydney and New York. With over 25 years’ investment experience, Caledonia’s goal is to achieve high absolute returns for their clients over a long-term time horizon. The firm manages a long short equity strategy with a focus on deep fundamental research and high conviction long-term investing. Cooper Investors Pty Limited is a specialist equities fund manager with funds under management of approximately $14 billion. Cooper Investors commenced operations in 2001 and manages money for a range of clients, including large pension and superannuation funds, religious institutions, Australian State Government agencies, school endowments, charities, high net worth families and retail clients. Cooper Investors is 100% owned by its employees. Cooper Investors seeks to invest in quality companies with a strong value proposition. Magellan Asset Management Limited is an Australian-based asset manager that is a wholly- owned subsidiary of Magellan Financial Group Limited, an ASX top-100 company that was formed by Hamish Douglass and Chris Mackay in Sydney in 2006. Magellan manages more than $100 billion across its global equities, global listed infrastructure and Australian equities strategies for retail, high net worth and institutional investors and employs over 120 staff globally. Paradice Investment Management Pty Limited is a privately-owned Australian boutique funds management business established in 1999 by David Paradice. Paradice currently manages over $15 billion in assets across five distinct investment strategies including Australian small cap, mid cap and large cap equities, global small cap equities and emerging market equities. Paradice has offices in Sydney, Denver and San Francisco. Regal Funds Management Pty Limited is a specialist alternatives investment manager. It was founded in early 2004 and services a wide range of institutional investors and high net worth individuals. The investment team has extensive investment experience through many market cycles and a long track record of delivering superior returns for investors. Regal offers a range of products to suit different investment objectives. TDM Growth Partners Pty Limited is a global investment firm with offices in Sydney and New York. TDM invests in fast growing companies run by passionate management teams. Their unique and flexible mandate allows them to invest in public and private companies globally. They operate on long-term time horizons, fully aligned incentives, and a commitment to help scale businesses they are proud of. TDM has a highly focused approach to investing, with a portfolio of no more than 15 investments globally. 12 Hearts and Minds Investments Limited Investment Committee Report (continued) For the year ended 30 June 2021 Conference Fund Managers The remaining 35% of the investment portfolio is invested in 10 to 15 recommendations from the fund managers who present at the annual Sohn Hearts & Minds Investment Leaders Conference. Each year this group of fund managers will change based on the conference program of speakers and their eligible recommendations. The speakers are invited onto the program following a rigorous six-month selection process by the HM1 Board and Investment Committee. The 2020 Conference Fund Managers are set out below. Babak Poushanchi Cota Capital (USA) Beeneet Kothari Tekne Capital Management (USA) Catherine Wood ARK Invest (USA) David Halpert Prince Street Capital (SG) David Moberley Paradice Investment Management Gavin Baker Atreides Management (USA) Hamish Corlett TDM Growth Partners Josh Resnick Jericho Capital Asset Management (USA) Jun Bei Liu Tribeca Investment Partners Nick Griffin Munro Partners Qiao Ma Cooper Investors Robert Luciano VGI Partners Todd Guyot Regal Funds Management William Curtayne Milford Asset Management 13 Hearts and Minds Investments Limited Medical Research Report For the year ended 30 June 2021 The Black Dog Institute As the only medical research institute in Australia to investigate mental health across the lifespan, Black Dog’s aim is to create a mentally healthier world for everyone. They do this through translational research, integrating their research studies, education programs, digital tools and apps, clinical services, and public resources to discover new solutions, foster connections and create real-world change. Black Dog’s partnerships with people with lived experience, federal, state and local governments, communities, schools, corporate Australia and others in the mental health sector enables them to drive evidence-informed change in mental health where it’s needed most. Continuing to expand and progress their work through the pandemic, Black Dog’s FY20/21 highlights include: • • • • • • • • Expansion and recruitment for the Future Proofing Study, a world-first research study aiming to prevent depression and anxiety in young people. Over 7,400 high school students have been enrolled to date. Serviced over 35,000 healthcare workers through The Essential Network (TEN), an e-health hub developed by health professionals for frontline workers as part of the Australian Government’s COVID- 19 response. Building on the extensive efforts across the suicide prevention sector, Black Dog Institute developed and released a white paper that takes a major step towards addressing the critical research gap. Launched the Bush Fire Support Service which offers emergency service workers and their adult family members up to twelve one-on-one psychological mental health care sessions with experts, free of charge via Telehealth. Released COVID-19 resources for stress and anxiety to offer support and skills for those feeling anxious, stressed or depressed as a result of the current changes. Launched the LifeBuoy trial, a smartphone application designed to help young people manage suicidal thoughts and negative feelings in daily life. Developed Healthy Mind, a website that uses Easy Read tools to help people with an intellectual disability recognise and regulate their thoughts and feelings. The Aboriginal and Torres Strait Islander Lived Experience Network launched a universal definition of lived experience as experienced by those communities, in a bid to help mental health and suicide prevention service provision. https://www.blackdoginstitute.org.au/ Charlie Teo Foundation Funding game-changing brain cancer research with a low-cost and transparent model that’s redefining how charities operate. The Charlie Teo Foundation’s goal is to develop better treatments and tools for brain cancer to extend life and ultimately find a cure. Brain cancer survival has not improved in over 35 years, so research is vital. Key research goals are to produce and share more high-quality, well-annotated, biological and clinical data; create better analytical, methodological and clinical tools; and to empower ‘out of the box’ thinkers to pursue creative and unusual scientific ideas, challenging the orthodox way of thinking. Exciting recent developments from funded research: • • • • A space biologist at the University of Technology, Sydney has now built the world’s first fully functioning brain tumour on a microchip. He plans to launch the chip into space to study it at zero gravity, aiming to mimic changes with new drug treatments for brain cancer. Experimental drug PXS-5505 is being tested in brain cancer under a collaboration between an Australian pharmaceutical research company, and a major cancer centre in the U.S. The drug has potential to treat brain cancer, by breaking down the tumour’s surrounding environment to enhance the effect of treatments. It has recently been discovered that the gut microbiome may cause some other neurological conditions and cancers. A gastroenterologist and world expert in gut health at the Weizmann Institute of Science in Israel is exploring whether there is potential link between the gut microbiome and brain cancer. Charlie Teo Foundation Brain Tumour Bank has been established as the largest, certified, brain tumour biobank of its kind in the southern hemisphere. The biobank continued to operate during COVID-19 under emergency procedures, now housing samples from over 600 brain tumour patients, removed by Dr Charlie Teo with patient consent. It is open-access and last year close to 200 samples were accessed by Australian scientists to aid their research. https://charlieteofoundation.org.au/ Suicide is the leading cause of death for Australians between 15 and 44 years of age. Brain cancer kills more children in Australia than any other disease. 14 Hearts and Minds Investments Limited Medical Research Report (continued) For the year ended 30 June 2021 The Florey Institute In 1941, Howard Florey took the existing discovery of penicillin and through research and translation turned it into a form that could be delivered to patients. In the process he changed millions of lives by providing treatment to people who would otherwise have died or continued to suffer terribly, if not for penicillin. This example is what drives all at the Florey Institute of Neuroscience and Mental Health. Just as we all know someone whose life has been changed by penicillin, we also know someone who has been affected by at least one condition that is studied at the Florey. Through the example of the Florey’s namesake, the Florey makes a difference to the lives of people living with terrible diseases and disorders that affect the brain and mind. In 2020, Florey researchers published 689 scientific papers relating to 18 different diseases including depression, MND, epilepsy, stroke, dementia and Parkinson’s disease. The incredible advances happening at the Florey were referenced in 41 countries. Several highlights of this world-class research include: • • • • • • • • • • • Pioneering new approaches to diagnose and treat Parkinson’s disease: developed a remarkable approach to combating neuro-degeneration using stem cells. Researchers provided first-of-its-kind pre- clinical evidence that stem cell and gene therapies together could be used to restore motor function in Parkinson’s disease. How the link between loss of smell and Parkinson’s could lead to ways to diagnose the disease earlier. Bringing life-changing technologies to all Australians living with epilepsy through a nationwide network of community hubs. A new therapeutic compound for types of epilepsy that are experienced by children. Advances on understanding stroke in children. Study of the impact of the pandemic on stroke care. Another world-first can improve the lives of people with diabetes and a further study trialled a method to reduce disability as a result of stroke. Translating a new treatment for sepsis to patient care: the treatment was successfully used in the compassionate care of a patient who was critically ill with COVID-19. Understanding how epigenetics and how gene-environment interactions may be passed down and affect future generations to inform the latest approaches to diagnosing and treating dementia. How we can improve brain health as we get older. Better understanding the complex relationship between alcohol and stress. https://www.florey.edu.au/ Kids Critical Care Research - The Children’s Hospital Westmead Kids Critical Care Research (KCCR) at The Children’s Hospital at Westmead coordinates and conducts research to inform practice in the largest paediatric intensive care unit (PICU) in NSW. Their vision is to deliver world class, innovative, collaborative, flexible, research-informed care to enable positive patient and family experiences. Half of their patients are less than 1 year of age and the impact of critical illness on future neurodevelopment is a key focus of research. The purpose of KCCR is to partner with consumers and staff to enable the study of critical illness in the young to acquire new knowledge that can improve outcomes for critically ill children and their families in the future. This year, KCCR organised and hosted a strategic research symposium to identify collaborators and partners to leverage research opportunities within and outside the Westmead precinct. Four major themes of research that will underpin the future research program at KCCR were explored, including: Every year over 4.7 million Australians are directly affected by one of the illnesses that the Florey researches. Data Science and Paediatric Critical Care Trial Design. • • Genomics, Transcriptomics and Metabolomics in Paediatric Critical Illness. • • Red cell and Microvascular adaption to Paediatric Critical Illness. Brain and Nervous System health and recovery from Paediatric Critical Illness. Planning for investment of HM1 funds in each of these thematic research areas is underway, and most recently KCCR committed significant start-up funding to a joint research collaboration between paediatric and neonatal intensive care and anaesthesia called “Big Data in Little People”. The aim of this new collaborative is to capture and analyse high frequency physiological data to predict and prevent adverse outcomes in intensive care, operating theatres and the rest of the hospital using big data and artificial intelligence. KCCR’s ultimate aim is to enable children to fulfil their potential by neuroprotection and early intervention for any detected disability. Each year the PICU cares for more than 1500 children with life- threatening conditions. www.kidsresearch.org.au/research/kids-critical-care-research 15 Hearts and Minds Investments Limited Medical Research Report (continued) For the year ended 30 June 2021 MS Research Australia MS Research Australia is the largest not-for-profit organisation dedicated to funding, coordinating, educating and advocating for research into multiple sclerosis (MS). MS Research Australia is an internationally renowned organisation and is part of a worldwide effort to solve MS. MS Research Australia has invested over $47 million into funding and facilitating vital MS research and has awarded over 320 research grants where researchers have made incredible progress. MS Research Australia believes the most exciting advances in MS research are yet to occur, with their funding powering some incredible progress over the last year: • • • • • • • • 26 new MS research grants were awarded in 2021. Important MS research projects around Australia received a funding lifeline of $275K and a 6-month funding extension to enable vital research to continue despite the impact of COVID-19 lockdowns and restrictions. Research identified two genes that may influence MS onset, but failed to find any genes that influence the severity of MS. This suggests that other factors play a major role in MS severity. Epstein-Barr Virus (EBV), which has been implicated in MS onset, was found to interact with genes that increase the risk of MS. This interaction could be blocked using a chemical that interferes with an EBV protein. Investigations continue to see if this could be used as a therapy. Autologous haemopoietic stem cell transplant (AHSCT), a treatment to remove immune cells that are attacking the brain and spinal cord in MS, was found to stimulate the regrowth of a particular type of immune cell that can suppress autoimmunity. Two guides, one for people living with MS and one for healthcare professionals, were launched with evidence-based recommendations on how people living with MS could modify their lifestyle to manage their MS. They are the first of their kind to be published in Australia. Two new treatments for relapsing remitting MS were approved by the Therapeutic Goods Administration (TGA) and added to the Pharmaceutical Benefits Scheme (PBS). The first ever treatment for secondary progressive MS was added to the PBS 10 people on average are diagnosed with MS every week. https://msra.org.au/ Orygen Orygen is the world’s leading youth mental health organisation for young people aged 12-25. Working directly with young people, their families and friends to combine evidenced-based research, innovative clinical programs, advocate policy changes, and develop training programs to pioneer new, positive approaches to the prevention and treatment of mental disorders. Orygen believes in treating early and focusing on recovery. With thanks to Cooper Investors and HM1, Orygen has been able to trial innovative models of care for young people with Bipolar Disorders (BLEND) and conduct a systematic review of the Sudarshan Kriya Yoga (SKY) program. BLEND will evaluate whether an innovative blended digital clinical model for young people with Bipolar Disorders (BD) is safe, acceptable and better than usual care. The study will include a cohort of 160 young people aged 15 to 25 years presenting with symptoms in the first few years after the onset of BD. Young people will be randomly allocated to receive the BLEND intervention or standard treatments. The main outcomes of interest are safety of the model, acceptability of the different components of the model and improvement in depressive symptoms over 6 months. To deliver this study, Orygen have a team of young people, creative writers, cartoonists, digital intervention experts, data analysts, psychologists and psychiatrists. The SKY project, in collaboration with Sri Sri Institute of Advanced Research (SSIAR) India aims to trial an innovative yoga-based intervention program for young people with anxiety and/or depression. In this collaboration, Orygen propose to conduct three studies. First, a systematic review of SKY interventions in mental health conditions. Second, explore the acceptability of the SKY intervention as piloted in US university settings. Third, evaluate the efficacy of adding the SKY intervention to a standard package of care for youth anxiety attending Orygen headspace settings. Three-quarters of people who experience mental illness do so before they turn 25. www.orygen.org.au 16 Hearts and Minds Investments Limited Medical Research Report (continued) For the year ended 30 June 2021 RPA Green Light Institute Despite the disruptions and challenges surrounding the ongoing COVID-19 health response, 2021 to 2023 is shaping up to be an exciting period for the RPA Green Light Institute. We have expanded from two clinician researchers to a team of 12 which has extended our emergency research capacity with leadership in numerous research projects, across multiple sites and enabled partnerships with other research institutes. The RPA Green Light Institute for emergency care is a unique research service embedded wholly within a clinical service, with researchers from the institute working clinically in co-located emergency departments and holding senior roles in looking after patients clinically. This creates many opportunities for research engagement and translation and allows for clinical and research activities to occur simultaneously. The RPA Green Light Institute remains acutely focused on emergency presentations and improving the emergency service experienced by patients. They are currently leading and supporting more than 15 research projects ranging from evaluating clinical procedures and medications to manage injury, improving cardiac arrest and sepsis outcomes, analysing stroke presentations as well as studies looking at improving patient flow, reducing waiting times and enhancing patient experience. https://www.slhd.nsw.gov.au/research/department_details.html?research=emergencydept One in five Australians present to an Emergency Department for health care each year. Swinburne’s Centre for Human Psychopharmacology Swinburne University of Technology is where people and technology come together for a better world. Swinburne’s Centre for Human Psychopharmacology researches the biological determinants of cognitive health across the lifespan. They research the ways diet, microbiome, oxidative stress and inflammatory processes affect cognition as we age and develop novel interventions to improve cognition and improve mental health and wellbeing. Swinburne is proud to partner with Cooper Investors and HM1, applying scientific rigour and the latest technology to study and improve mental health and wellbeing in early and later life. Emotional Intelligence in Children and Adolescents: HM1 funds have enabled the employment of two talented female scientists researching whether focused emotional intelligence development programs can improve educational outcomes, well-being and future employability for Australian children and adolescents in low socio- economic schools. Interactive online programs will enable the program to be delivered at scale across schools. Healthy Cognitive Ageing: HM1 is supporting a team of young elite researchers studying the biological basis of cognitive ageing. Findings indicate a relationship between telomeres, increased inflammation, oxidative stress and cognitive ageing. This study utilises Swinburne’s comprehensive neuroimaging facility to understand how anti-oxidants protect the brain from age. This research will lead to new interventions to reduce cognitive ageing and promote wellbeing in the elderly. Improving the Microbiome with Evidence-Based Yoga Interventions: In support of Cooper Investors’ collaboration with the Art of Living Institute in India we are conducting the first randomised controlled trial to examine whether yoga improves the composition of our microbiome. The results for this study have important implications for dozens of disorders related to our microbiome and for wellbeing in our community. Future studies will use neuroimaging to better understand the neural processes associated with yoga based breathing exercises and wellbeing. http://www.swinburne.edu.au/research/human-psychopharmacology/ Worldwide, around 50 million people have dementia, and there are nearly 10 million new cases every year. 17 Hearts and Minds Investments Limited Medical Research Report (continued) For the year ended 30 June 2021 Victor Chang Cardiac Research Institute The Victor Chang Cardiac Research Institute is dedicated to finding and accelerating the cures for heart disease through world-class medical research. Its scientists are engaged in pioneering science that has transformed the treatment of the world’s biggest killer. The Institute holds a unique position of delivering clinical and fundamental research excellence that is focused on ensuring new treatments, medications and strategies for heart disease reach GP surgeries and hospitals on a whole new scale. Research highlights • The Institute’s scientists based in Western Australia made a breakthrough discovery that could deliver the first ever treatment for children with hypertrophic cardiomyopathy, the leading cause of sudden cardiac death in children aged between five and 15. There is currently no treatment that prevents the development of the disease, but hope is now on the horizon. Using mouse models, researchers have discovered that by targeting a calcium channel in the heart with medication they can prevent the disease from occurring altogether and may also be able to reverse it. • The Institute’s Executive Director Professor Jason Kovacic has been working with an international team of scientists who have discovered there are vast differences between men and women in what causes diseases of the blood vessels at a genetic level. This research involved mapping the genetic profile of hundreds of men and women at risk of coronary heart disease. Whilst doctors have known there are different symptoms and different risk factors for heart attack for men and women, this has allowed scientists for the first time to finally understand some of the core mechanisms of Australia’s biggest killer and pave the way for new sex specific treatments in the future. Heart attacks claim the lives of 21 Australians each day. https://www.victorchang.edu.au/ 18 Hearts and Minds Investments Limited Directors’ Report to Shareholders For the year ended 30 June 2021 Directors’ Report to Shareholders The Directors of Hearts and Minds Investments Limited (hereafter referred to as ‘HM1’ or ‘the Company’) present their report together with the annual report of the Company (Annual Report) for the year ended 30 June 2021. Investment Objectives and Principal Activity HM1 was established in 2018 with the combined objective of providing a concentrated investment portfolio of the highest conviction ideas from respected fund managers, while also supporting Australian medical research organisations. HM1 seeks to provide shareholders with a compelling investment proposition by creating a concentrated investment portfolio of long positions in 25 to 30 Australian and international listed securities based on the highest conviction ideas from two groups: • • HM1 has allocated 35% of the investment portfolio based on the annual investment recommendations of fund managers who present at the Sohn Hearts & Minds Investment Leaders Conference (known as the Conference Fund Managers). HM1 has allocated 65% of the investment portfolio based on the highest conviction investment recommendations of six leading fund managers (known as the Core Fund Managers). The Core Fund Managers are Caledonia (Private) Investments Pty Limited, Cooper Investors Pty Limited, Magellan Asset Management Limited, Paradice Investment Management Pty Limited, Regal Funds Management Pty Limited and TDM Growth Partners Pty Limited. No change in this activity took place during the period or is likely in the future. Review of Operations For the year ended 30 June 2021, HM1 reported total comprehensive income after tax of $158,177,548 (2020: $117,553,802). The result reflects the strong performance of our investment portfolio and investment markets more broadly over the year. The pre-tax return of the investment portfolio was 28.0% for the year ended 30 June 2021, broadly in line with the global equity benchmark, the MSCI World Net Total Return (AUD) Index, which increased 27.5% over the same period. The investment performance was primarily driven by net realised gains from the 2019 Conference Portfolio which was disposed of during the financial year. Further net realised gains were generated from both the Core Portfolio and the 2020 Conference Portfolio where our fund managers recommended the taking of some profits on investment holdings that had exceeded expectations. In addition to the net realised gains, the financial result for the period reflects the increase in net unrealised gains in the market value of our investment portfolio as at 30 June 2021. The COVID-19 pandemic is a major challenge for communities around the world and many families and businesses have been severely impacted by the ongoing health crisis and economic impact. Despite the economic impact, global share markets have posted strong returns supported by significant monetary and fiscal stimulus and signs of post pandemic recovery. The investment portfolio of HM1 has continued to perform well generating another year of strong investment performance. Since the inception of HM1 in November 2018, HM1 has generated an annual investment return of 28.1% compared to the MSCI World Net Total Return (AUD) Index return of 16.6% per annum over the same period. Further details on the performance of the investment portfolio can be found in the Investment Committee Report. In line with its philanthropic objective, HM1 provides financial support to leading Australian medical research organisations to help the development of new medicines and treatments and drive a new generation of medical research in Australia. HM1 and its participating fund managers forego any investment fees and instead donate an amount equivalent to 1.5% of net tangible assets per annum to designated medical research organisations. During the year ended 30 June 2021, HM1 paid $11.3 million to its designated medical research organisations and provided a further $6.4m which will be paid at the end of August 2021. These donated monies will be used by the medical research organisations to fund important research into the prevention and treatment of chronic diseases and mental health disorders. The current pandemic highlights the critical importance of medical research to global health outcomes and economic prosperity. Further information on the financial performance of the Company is contained in the Chairman and Chief Executive Officer’s Letter. 19 Hearts and Minds Investments Limited Directors’ Report to Shareholders (continued) For the year ended 30 June 2021 Financial Position HM1’s net tangible assets have increased from $750.5 million on 30 June 2020 to $886.0 million on 30 June 2021, an increase of 18.1% over the financial year. In April 2021, HM1 paid an inaugural fully franked dividend of 12 cents per share amounting to a total dividend of $27.0 million paid to shareholders. Shareholders electing to participate in the dividend reinvestment plan reinvested $4.5 million of the dividend payment in the share capital of the Company resulting in the issue of 1,033,817 new HM1 shares. Corporate Tax Rate The Company is taxed at the corporate rate of 30.0%. The Company maintains a franking account and may declare franked dividends to shareholders. Dividends HM1 provides shareholders with exposure to a concentrated portfolio of Australian and international securities. As such, returns to shareholders are predominantly delivered through capital growth which, when realised from the sale of securities, is taxed at the corporate tax rate and may be paid as franked dividends to shareholders. The Board is committed to paying fully franked dividends to shareholders provided the Company has sufficient profit reserves and franking credits and it is within prudent business practice. HM1 aims to pay a fully franked annual dividend to its shareholders in April each year following the realisation of the previous year’s Conference Portfolio. In April 2021, the Company paid an inaugural fully franked dividend of 12 cents per share. The Directors will consider the next annual dividend payment after the half year ending 31 December 2021, following the disposal of the 2020 Conference Portfolio. Directors The following persons held office as Directors during the period or since the end of the period and up to the date of this report: Christopher Cuffe AO Lorraine Berends Guy Fowler Matthew Grounds AM Michael Traill AM Gary Weiss AM Geoffrey Wilson AO David Wright Information of Directors Chairman and Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Christopher Cuffe AO (Chairman and Independent Director) Experience and expertise Commencing his career as a chartered accountant, Christopher Cuffe entered the fund management industry in 1985. In 1988, he joined Colonial First State where he was CEO from 1990 until 2003. In 2003, he became CEO of the listed Challenger Group. He holds a Bachelor of Commerce from the University of New South Wales and a Diploma from the Securities Institute of Australia. He is a Fellow of the Chartered Accountants in Australia and New Zealand, a Fellow of the Institute of Company Directors and an Associate of the Financial Services Institute of Australasia. In October 2007 Chris was inducted into the Australian Fund Manager’s RBS Hall of Fame for services to the investment industry. Christopher Cuffe has been Chairman of the Company since 12 September 2018, the date of incorporation. 20 Hearts and Minds Investments Limited Directors’ Report to Shareholders (continued) For the year ended 30 June 2021 Information of Directors (continued) Christopher Cuffe AO (Chairman and Independent Director) (continued) Other current directorships Christopher Cuffe is currently involved in a portfolio of activities in the investment and non-profit sectors which include: member of the investment committee of UniSuper (a $95 billion profit-for-members superannuation fund); member of the investment committee of the Paul Ramsay Foundation (Australia’s largest charitable foundation); Chairman of Australian Philanthropic Services (a not for profit organisation assisting individuals, families and professional advisers with effective philanthropy); Director of various listed companies including Global Value Fund Limited, Antipodes Global Investment Company Limited and Argo Investments Limited; and founder, director and manager of Third Link Growth Fund. Former directorship in the last 3 years Christopher Cuffe was a non-executive director of Class Limited from October 2017 to January 2020. Special responsibilities Chairman of the Board and member of the Investment Committee. Interests in shares of the Company Details of Christopher Cuffe’s interests in shares of the Company are included later in this report. Interests in contracts Christopher Cuffe has no interest in contracts of the Company. Lorraine Berends (Independent Director) Experience and expertise Lorraine Berends has worked in the financial services industry for 40 years and possesses extensive experience in both investment management and superannuation. Before moving to a non-executive career in 2014, she worked for 15 years with US based investment manager Marvin & Palmer Associates. She contributed extensively to industry associations throughout her executive career, serving on the boards of the Investment Management Consultants Association (now the CIMA Society of Australia) for 13 years (7 years as Chair) and the Association of Superannuation Funds Australia (ASFA) for 12 years (3 years as Chair). She has been awarded life membership of both the CIMA Society and ASFA. She holds a Bachelor of Science from Monash University, is a fellow of the Actuaries Institute and a fellow of ASFA. Other current directorships Lorraine Berends is an independent non-executive director of ASX listed Pinnacle Investment Management Group Limited and of listed investment companies Antipodes Global Investment Company Limited, Plato Income Maximiser Limited and Spheria Emerging Companies Limited. She is also a company appointed director of Qantas Superannuation Limited. Special responsibilities Member of the Investment Committee. Interests in shares of the Company Details of Lorraine Berends’ interests in shares of the Company are included later in this report. Interests in contracts Lorraine Berends has no interest in contracts of the Company. 21 Hearts and Minds Investments Limited Directors’ Report to Shareholders (continued) For the year ended 30 June 2021 Information of Directors (continued) Guy Fowler (Independent Director) Experience and expertise Guy Fowler is a co-founder of the Hearts and Minds Investment Leaders Conference. Guy is also the founder and Co- Executive Chairman of Barrenjoey Capital Partners Pty Ltd. He worked in a range of senior positions at UBS Australia for over 25 years including as the Head of Capital Markets and as the Head of the Corporate Advisory business. In these roles he has advised on many of the largest and most complex equity capital markets and corporate transactions completed in Australia. He is a qualified Chartered Accountant. Other current directorships None. Special responsibilities None. Interests in shares of the Company Details of Guy Fowler’s interests in shares of the Company are included later in this report. Interests in contracts Guy Fowler has no interest in contracts of the Company. Matthew Grounds AM (Independent Director) Experience and expertise Matthew Grounds is a co-founder of the Hearts and Minds Investment Leaders Conference. Matthew is also the Co- Executive Chairman of Barrenjoey Capital Partners Pty Ltd. Over the past 25 years, he held a variety of senior roles at UBS including CEO and Country Head, Joint Global Head of the Investment Banking business, Head of Capital Markets and Head of the Corporate Advisory business. In these roles, he has advised on many of the largest and most complex equity capital markets and corporate transactions completed in Australia. He is also a Council Member of the University of NSW, Chairman of Victor Chang Cardiac Research Institute and a Director of the Financial Markets Foundation for Children. He holds a Bachelor of Commerce (Finance major) and a Bachelor of Laws from the University of New South Wales. Other current directorships None. Special responsibilities None. Interests in shares of the Company Details of Matthew Grounds’ interests in shares of the Company are included later in this report. Interests in contracts Matthew Grounds is Chairman of Victor Chang Cardiac Research Institute which is a designated charitable beneficiary of Hearts and Minds Investments Limited. 22 Hearts and Minds Investments Limited Directors’ Report to Shareholders (continued) For the year ended 30 June 2021 Information of Directors (continued) Michael Traill AM (Independent Director) Experience and expertise Michael Traill founded Social Ventures Australia in 2002, after 15 years as a co-founder and Executive Director of Macquarie Group’s private equity arm, Macquarie Direct Investment. He is the author of “Jumping Ship – From the world of corporate Australia to the heart of social investment” which won the prestigious Ashurst Business Literature Prize. In 2010, he was made a member of the Order of Australia in recognition of his services to non-profit organisations. He holds a BA (Hons) from the University of Melbourne and an MBA from Harvard University. He is also an Adjunct Professor for the Centre for Social Impact (UNSW) and Chair of the Federal Government Task Force on Social Impact Investing. Other current directorships Michael Traill currently has a range of primarily social purpose Chair and board roles including Chair of the Paul Ramsay Foundation, Executive Director of For Purpose Investments, a Director of M H Carnegie & Co, Non-Executive Director of Catalyst Education, Sunsuper (and Chair of the Investment Committee), and Australian Philanthropic Services. Special responsibilities None. Interests in shares of the Company Details of Michael Traill’s interests in shares of the Company are included later in this report. Interests in contracts Michael Traill has no interest in contracts of the Company. Gary Weiss AM (Independent Director) Experience and expertise Gary Weiss is a co-founder of the Sohn Hearts & Minds Investment Leaders Conference. Gary was formerly Chairman of Clearview Wealth Limited and Coats PLC, is a former Non-Executive Director of Premier Investments Limited and Pro-Pac Packaging Limited, a former Executive Director of Whitlam, Turnbull & Co and Guinness Peat Group PLC and sat on the board of Westfield Holdings Limited and many other public companies. He has also been involved in overseeing large businesses with operations in many regions including Europe, China and India and is familiar with investments across a wide range of industries, corporate finance and private equity type deals. He holds an LLB (Hons) and LLM from Victoria University of Wellington and a Doctor of the Science of Law (JSD) from Cornell University. He was admitted as a Barrister and Solicitor of the Supreme Court of New Zealand, a Barrister and Solicitor of the Supreme Court of Victoria and as a Solicitor of the Supreme Court of New South Wales. He is also a Commissioner of the Australian Rugby League Commission. Other current directorships Gary Weiss is currently the Executive Director of Ariadne Australia Limited. He is Chairman of Ardent Leisure Group, Cromwell Property Group and Estia Health Limited, and a Non-Executive Director of Victor Chang Cardiac Research Institute, Thorney Opportunities Limited. Special responsibilities None. Interests in shares of the Company Details of Gary Weiss’ interests in shares of the Company are included later in this report. 23 Hearts and Minds Investments Limited Directors’ Report to Shareholders (continued) For the year ended 30 June 2021 Information of Directors (continued) Gary Weiss AM (Independent Director) (continued) Interests in contracts Gary Weiss is a Non-Executive Director of Victor Chang Cardiac Research Institute which is a designated charitable beneficiary of Hearts and Minds Investments Limited. Geoffrey Wilson AO (Independent Director) Experience and expertise Geoffrey Wilson has over 41 years direct experience in investment markets having held a variety of senior investment roles in Australia, the UK and the US. He founded Wilson Asset Management in 1997 and created Australia’s first listed philanthropic wealth creation vehicles, the Future Generation companies. He holds a Bachelor of Science, a Graduate Management Qualification and is a Fellow of the Financial Services Institute of Australia and the Australian Institute of Company Directors. Other current directorships Geoffrey Wilson is currently Chairman of WAM Capital Limited, WAM Leaders Limited, WAM Research Limited, WAM Active Limited, WAM Microcap Limited, WAM Global Limited, WAM Strategic Value Limited and the Australian Stockbrokers Foundation. He is the Founder and a Director of Future Generation Global Investment Company Limited, Future Generation Investment Company Limited, Wilson Asset Management (International) Pty Limited and MAM Pty Limited, and a Director of WAM Alternative Assets Limited, Global Value Fund Limited, Wealth Defender Equities Pty Limited, Wollongong 2022 Limited, Century Australia Investments Pty Limited, Incubator Capital Limited, Concentrated Leaders Fund Pty Limited, Sporting Chance Cancer Foundation, the Australian Fund Managers Foundation and the Australian Children’s Music Foundation. He is a member of the Second Bite NSW Advisory Committee. Special responsibilities None. Interests in shares of the Company Details of Geoffrey Wilson’s interests in shares of the Company are included later in this report. Interests in contracts Geoffrey Wilson has no interest in contracts of the Company. David Wright (Independent Director) Experience and expertise David is the CEO and joint founder of Zenith Investment Partners (‘Zenith’), which was established in October 2002. He has overall responsibility for the management of the Zenith Group but also remains closely involved in servicing the company’s investment consulting clients with portfolio construction, management and monitoring advice. He has a wealth of investment industry experience acquired over his extensive career. Prior to establishing Zenith, David held senior positions within the financial services industry including IWL Limited (Head of Research), an ASX listed company in which he was also a significant equity holder. Past roles included Associate Director and Head of Managed Funds research at Lonsdale Limited and an analyst with the Advisor Group, a national financial planning group. Other current directorships David Wright is currently a director of Zenith Investment Partners Pty Ltd, Zenith Partners Group Pty Ltd, Zenith Investment Partners NZ Limited, Zenith CW Pty Ltd, ZIP Holdco Pty Ltd and Heuristic Investment Systems Pty Ltd. 24 Hearts and Minds Investments Limited Directors’ Report to Shareholders (continued) For the year ended 30 June 2021 Information of Directors (continued) David Wright (Independent Director) (continued) Special responsibilities Chair of the Investment Committee. Interests in shares of the Company Details of David Wright’s interests in shares of the Company are included later in this report. Interests in contracts David Wright has no interest in contracts of the Company. Chief Executive Officer Paul Rayson Paul Rayson is a Chartered Accountant and has worked in the financial services industry for over 20 years and has extensive experience in investment markets, technology, retail banking, risk management and insurance. He is the former Managing Director of CommSec, Australia’s leading online broker and former Managing Director of Australian Investment Exchange Limited and Colonial Mutual Life Assurance Society Limited. He has also held a number of CFO and governance positions across large financial services businesses. Prior to financial services, he held senior roles in Chartered Accounting and Consulting firms specialising in corporate advisory, risk management and strategy. He holds a Commerce degree from Swinburne University and is a Fellow of the Institute of Chartered Accountants and a member of the Australian Institute of Company Directors. Chief Investment Officer Rory Lucas Rory Lucas has worked in the Australian and global equity markets for nearly 30 years. Whilst having worked in a variety of roles, his specialty is in trade execution as well as portfolio construction and risk management. He has had previous roles with Rothschild Australia Asset Management in managing a fund of funds. His specific responsibility was to source and vet potential managers as well as to determine the allocation of capital between them and manage the consolidated risk of the portfolio. In 2006, he took up a senior Equity Facilitation role at UBS Australia. As part of this role, he oversaw the management of a high conviction portfolio of UBS Equity Research ideas known as alpha preferences. He was responsible for portfolio execution, re-weighting and all aspects of the portfolio trading strategy. More recently, he has held trading and execution roles at Commonwealth Bank of Australia, prior to their exit from the institutional equities business. Company Secretary Tom Bloomfield Tom Bloomfield held the position of Company Secretary during the financial period. Tom has over fifteen years of international Corporate Secretarial experience working for global organisations, both ‘in-house’ and for corporate services providers. He has experience working with and consulting to a range of international and domestic clients. He acts as Company Secretary to a number of ASX listed, unlisted and private companies in Australia in numerous industry sectors. Tom is a Chartered Company Secretary, Fellow of ICSA (Institute of Chartered Secretaries and Administrators) and Member of the Australian Institute of Company Directors. He holds a Law degree with Honours and a Graduate Diploma in Applied Corporate Governance. 25 Hearts and Minds Investments Limited Directors’ Report to Shareholders (continued) For the year ended 30 June 2021 Members of the Investment Committee The experience and qualifications of the members of the Investment Committee at the end of the financial period, up to the date of this report are set out below: Brett Paton Brett Paton is currently Chairman of the management company of Escala Partners, an Australian wealth management advisory group, and Chairman of Pointsbet Holdings Limited. He has worked in a range of senior positions including Vice Chairman at UBS Australia where he spent 23 years. He also spent 5 years at Citi serving as Vice Chairman Australia, Institutional Clients Group. He has served as a Non-Executive Director of Tabcorp and Chair of Audit and Risk for its demerged entity, Echo Entertainment, giving him valuable insights into the functions expected of ASX 100 boards. He was previously a Council Member at RMIT University and Chair of the Risk and Audit Committee. He was previously Chairman of PLC VC, a global venture capital investment organisation. He is a qualified Chartered Accountant. Christopher Cuffe AO Christopher Cuffe is also a Director. Please refer to the Directors’ Report to Shareholders for details of Christopher Cuffe’s experience and qualifications. Lorraine Berends Lorraine Berends is also a Director. Please refer to the Directors’ Report to Shareholders for details of Lorraine Berends’ experience and qualifications. David Wright David Wright is also a Director. Please refer to the Directors’ Report to Shareholders for details of David Wright’s experience and qualifications. Paul Rayson Paul Rayson is also Chief Executive Officer. Please refer to the Directors’ Report to Shareholders for details of Paul Rayson’s experience and qualifications. Remuneration Report (Audited) The responsibility for the Company’s remuneration policy rests with the Board of Directors. Given the size of the Company, its charitable nature, that the Company has only three employees and that Directors have agreed to waive Directors’ fees on an ongoing basis, the Company has not formed a separate remuneration committee. a) Remuneration of Directors and Other Key Management Personnel Key management personnel (KMP) include the Directors, the Chief Executive Officer and the Chief Investment Officer. Directors have agreed to waive their Directors’ fees on an ongoing basis. For the year ended 30 June 2021, no Directors’ fees were paid by the Company. The remuneration of the Chief Executive Officer and the Chief Investment Officer is set out below. The Chief Executive Officer and the Chief Investment Officer are employed under standard employment contracts with a three month notice period. The remuneration of the Chief Executive Officer and the Chief Investment Officer is salary based and does not include securities or options in the Company and no element of the remuneration is tied to Company performance. The Chief Executive Officer and the Chief Investment Officer are not provided with retirement benefits apart from statutory superannuation. 26 Remuneration Report (Audited) (continued) Year ended 30 June 2021 Paul Rayson Rory Lucas Year ended 30 June 2020 Paul Rayson Rory Lucas Hearts and Minds Investments Limited Directors’ Report to Shareholders (continued) For the year ended 30 June 2021 Short-term benefits Salary $ 169,909 180,688 Post-employment benefits Superannuation $ 15,992 16,586 Total Remuneration $ 185,901 197,274 Short-term benefits Salary $ 150,000 175,000 Post-employment benefits Superannuation $ 14,157 15,938 Total Remuneration $ 164,157 190,938 Company performance measures and total KMP remuneration Net profit/(loss) Total Comprehensive Income Net Tangible Assets (at balance date) Net Tangible Asset backing per share (at balance date) Share Price (at balance date) Total KMP remuneration b) Other KMP Related Transactions Year ended 30 June 2021 $ (12,464,141) 157,948,475 885,999,277 3.92 4.32 383,175 Year ended 30 June 2020 $ (2,684,949) 117,553,802 750,506,830 3.34 3.11 355,095 The Company Secretary has waived his right to receive fees. The Company holds professional indemnity insurance to his benefit. He receives an indemnity as an officer of the Company to the maximum extent permitted by law and is entitled to be reimbursed for any external costs and expenses he incurs. The Company Secretary is a General Manager of Boardroom Pty Limited. Boardroom Pty Limited provide company secretarial services to the Company. Matthew Grounds is Chairman of Victor Chang Cardiac Research Institute which is a designated medical research beneficiary of Hearts and Minds Investments Limited. Hearts and Minds Investments Limited donated $4,518,246 to Victor Chang Cardiac Research Institute for the year ended 30 June 2021 (2020: $1,653,500). Gary Weiss is a Non-Executive Director of Victor Chang Cardiac Research Institute which is a designated medical research beneficiary of Hearts and Minds Investments Limited. Hearts and Minds Investments Limited donated $4,518,246 to Victor Chang Cardiac Research Institute for the year ended 30 June 2021 (2020: $1,653,500). Michael Traill is a Director of Paul Ramsay Foundation. Paul Ramsay Foundation holds 4,009,419 shares in HM1 on 30 June 2021. Michael Traill is a Director of Australian Philanthropic Services. Australian Philanthropic Services provides due diligence services on HM1’s medical research beneficiaries on normal commercial terms. Chris Cuffe is a Director of Australian Philanthropic Services. Australian Philanthropic Services provides due diligence services on HM1’s medical research beneficiaries on normal commercial terms. 27 Hearts and Minds Investments Limited Directors’ Report to Shareholders (continued) For the year ended 30 June 2021 Remuneration Report (Audited) (continued) c) Equity Instruments Disclosures of Directors, Other Key Management Personnel and Related Parties As the date of this report, the Directors, other key management personnel and their related parties held the following interest in the Company: Ordinary shares held Christopher Cuffe AO Lorraine Berends Guy Fowler Matthew Grounds AM Michael Traill AM Gary Weiss AM Geoffrey Wilson AO David Wright Paul Rayson Rory Lucas Balance at beginning of the period Acquisitions 1,475,000 – 45,000 – 1,258,042 – 1,201,397 – 1,422,281 – 495,002 – 1,687,500 – 50,000 45,000 149,907 – 15,650 113,984 Disposals (375,000) – – – (250,000) – – – – (13,593) As at the date of this report 1,100,000 45,000 1,258,042 1,201,397 1,172,281 495,002 1,687,500 95,000 149,907 116,041 Directors, other key management personnel and Director related entities disposed of and acquired ordinary shares in the Company on the same terms and conditions available to other shareholders. The Directors have not, during or since the end of financial period, been granted options over unissued shares or interests in shares of the Company as part of their remuneration. For further details, please refer to the key management personnel compensation note in the financial statements. - End of remuneration report - Directors’ Meetings Director Christopher Cuffe AO Lorraine Berends Guy Fowler Matthew Grounds AM Michael Traill AM Gary Weiss AM Geoffrey Wilson AO David Wright Investment Committee Meetings Member Christopher Cuffe AO Lorraine Berends Brett Paton David Wright Paul Rayson No. of eligible to attend 4 4 4 4 4 4 4 4 No. of eligible to attend 4 4 4 4 4 Attended 4 4 4 4 4 4 4 4 Attended 4 4 3 4 4 28 Hearts and Minds Investments Limited Directors’ Report to Shareholders (continued) For the year ended 30 June 2021 Events Occurring After the Reporting Period The Directors are not aware of any events subsequent to 30 June 2021 that would materially affect the operations of the Company, the results of those operations, or the state of affairs of the Company. Future Developments HM1’s future performance is dependent on the performance of the HM1’s investment portfolio, which in turn, is impacted by investee company-specific factors and prevailing industry conditions. In addition, a range of external factors including economic growth rates, interest rates, exchange rates and macro-economic conditions impact the overall equity market. Accordingly, it is not possible or appropriate to accurately predict the future performance of HM1’s investment portfolio and HM1’s performance. Environmental Regulation The Company’s operations are not subject to any particular or significant environmental regulation under a law of the Commonwealth or of a State or Territory in Australia. Risk Management Philosophy and Approach The Board of Directors’ risk policies and controls are designed to be robust and relevant to the investment objectives and investment strategy. The Board of Directors is committed to robust corporate governance practices to create value and provide accountability and a control system commensurate with the risk involved. The Board of Directors will monitor the investment portfolio to ensure compliance with the investment strategy and the investment guidelines. The Investment Committee, in conjunction with the Chief Investment Officer, is responsible for managing the investment portfolio. The Investment Committee meets quarterly, and more frequently as required, to review the investment portfolio and ensure that HM1 continues to deliver on its investment objective and investment strategy. Indemnification and Insurance of Officers and Directors The Company has entered into director protection deeds with each Director. Under these deeds, the Company has agreed to indemnify, to the extent permitted by the Corporations Act, each Director in respect of certain liabilities which the Director may incur as a result of, or by reason of (whether solely of in part), being or acting as a Director of the Company. The Company has also agreed to maintain in favour of each officer of the Company, a directors’ and officers’ policy of insurance for the period that they are officers and for seven years after they cease to act as officers. No indemnities have been given or insurance premiums paid during or since the end of the financial period, for any person who is or has been an auditor of the Company. Proceedings on Behalf of the Company No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. 29 Hearts and Minds Investments Limited Directors’ Report to Shareholders (continued) For the year ended 30 June 2021 Non-Audit Services During the year, Pitcher Partners, the Company’s auditor, did not perform any non-assurance services in addition to their statutory duties for the Company. Related entities of Pitcher Partners perform certain taxation services for the Company. Details of the amounts paid to the auditors are disclosed in Note 5 to the financial statements. The Board of Directors is satisfied that the provision of non-audit services during the period is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed in Note 6 did not compromise the external auditor’s independence for the following reasons: • • all non-audit services are reviewed and approved by the Board prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with the APES 110: Code of Ethics for Professional Accountants including Independence Standards set by the Accounting Professional and Ethical Standards Board. Rounding of Amounts In accordance with the ASIC Corporations (rounding in Financial/Directors) Instrument 2016/191, the amounts in the Directors’ Report to Shareholders and Annual Report have been rounded off in accordance with that Class Order to the nearest dollar or unless otherwise indicated. Corporate Governance Statement The Company’s Corporate Governance Statement for the year ended 30 June 2021 is provided on the Company website at heartsandmindsinvestments.com.au Auditor’s Independence Declaration A copy of the Auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page. This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. Christopher Cuffe AO Chairman and Independent Director Sydney 26 August 2021 30 Hearts and Minds Investments Limited Auditor’s Independence Declaration For the year ended 30 June 2021 31 Hearts and Minds Investments Limited Statement of Comprehensive Income For the year ended 30 June 2021 Notes 4 7 For the year ended 30 June 2021 $ (13,125,427) 2,509,954 608 5,258,123 13,514 For the year ended 30 June 2020 $ (1,463,491) (186,677) 49,565 6,355,593 20,572 (5,343,228) 4,775,562 (12,567,003) (5,493) (541,098) (639,286) (9,237,640) (4,094) (497,445) (218,411) (13,752,880) (9,957,590) (19,096,108) (5,182,028) 3 6,631,967 2,497,079 (12,464,141) (2,684,949) Investment (loss)/income from ordinary activities Net realised loss on foreign exchange transactions Net unrealised gain/(loss) on foreign exchange transactions Interest income Dividend income, net of withholding tax of $136,237 (30 June 2020: $212,910) Sundry income Total investment (loss)/income Expenses Donations Interest expense Employee costs Other expenses Total expenses Loss before income tax Income tax benefit Net loss for the year Other comprehensive income Items that will not be reclassified to profit or loss: Net realised gains on investments, net of tax Net unrealised gains on investments, net of tax 9 9 136,100,038 34,312,578 69,299,376 50,939,375 Net realised and unrealised gains on investments taken to equity, net of tax 170,412,616 120,238,751 Other comprehensive income, net of tax 170,412,616 120,238,751 Total comprehensive income for the year 157,948,475 117,553,802 Loss per share attributable to the ordinary equity holders of the Company: Basic and diluted loss per share 12 (5.53) (1.26) Cents Cents The accompanying notes form part of these financial statements. 32 Assets Current assets Cash and cash equivalents Prepayments Other receivables Total current assets Hearts and Minds Investments Limited Statement of Financial Position 30 June 2021 Notes 30 June 2021 $ 30 June 2020 $ 10 6 123,588,147 – 275,326 52,255,304 229,071 401,677 123,863,473 52,886,052 Non-current assets Financial assets at fair value through other comprehensive income Deferred tax assets 14 3 Total non-current assets Total assets Liabilities Current liabilities Current tax liability Donation provision Total current liabilities Non-current liabilities Deferred tax liabilities Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Total equity 3 7 3 8 9 861,436,973 1,752,506 779,308,148 2,484,033 863,189,479 781,792,181 987,052,952 834,678,233 29,337,532 6,375,278 28,370,880 5,128,890 35,712,810 33,499,770 65,340,865 50,671,633 65,340,865 50,671,633 101,053,675 84,171,403 885,999,277 750,506,830 567,043,973 318,955,304 562,500,001 188,006,829 885,999,277 750,506,830 The accompanying notes form part of these financial statements. 33 Hearts and Minds Investments Limited Statement of Changes in Equity For the year ended 30 June 2021 Investment portfolio Share revaluation reserve capital $ $ Notes Profits Accumulated losses reserve $ $ Total $ Balance at 1 July 2019 Net loss for the year Other comprehensive income, net of tax Transfer to profits reserve Transfer from profits reserve 8 9 9 9 9 500,000,001 – 67,020,422 – 4,178,905 – (746,300) 570,453,028 (2,684,949) (2,684,949) – 120,238,751 – – – (69,299,376) 69,299,376 (3,431,249) – – 120,238,751 – – 3,431,249 – Transactions with equity holders in their capacity as owners: Shares issued 8 62,500,000 – – – 62,500,000 Balance at 30 June 2020 562,500,001 117,959,797 70,047,032 – 750,506,830 Balance at 1 July 2020 Net loss for the year Other comprehensive income, net of tax Transfer to profits reserve Transfer to profits reserve 8 9 9 9 9 562,500,001 117,959,797 – – 70,047,032 – – 750,506,830 (12,464,141) (12,464,141) – 170,412,616 – – (136,100,038) 136,100,038 (12,464,141) – – – 170,412,616 – – 12,464,141 – Transactions with equity holders in their capacity as owners: Shares issued Dividends 8 4,9 4,543,972 – – – – (27,000,000) – – 4,543,972 (27,000,000) Balance at 30 June 2021 567,043,973 152,272,375 166,682,929 – 885,999,277 The accompanying notes form part of these financial statements. 34 Hearts and Minds Investments Limited Statement of Cash Flows For the year ended 30 June 2021 Notes For the year ended 30 June 2021 $ 608 5,378,652 19,336 (5,493) – (11,320,615) (951,313) (50,034,601) For the year ended 30 June 2020 $ 49,565 6,016,504 11,482 (4,094) (280,908) (4,108,750) (1,026,914) (1,853,304) Cash flows from operating activities Interest received Dividends received Other income received Interest paid Offer costs paid Donations paid Payments for other expenses Income tax paid Net cash used in operating activities 11 (56,913,426) (1,196,419) Cash flows from investing activities Proceeds from sales of investments Payments for purchases of investments 674,467,408 (513,149,638) 501,356,938 (515,807,067) Net cash provided by/(used in) investing activities 161,317,770 (14,450,129) Cash flows from financing activities Proceeds from issuance of shares Dividend paid – (22,456,028) 62,500,000 – Net cash (used in)/provided by financing activities (22,456,028) 62,500,000 Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year 81,948,316 52,255,304 46,853,452 7,052,020 Effect of foreign currency exchange rate changes on cash and cash equivalents (10,615,473) (1,650,168) Cash and cash equivalents at the end of the year 10 123,588,147 52,255,304 The accompanying notes form part of these financial statements. 35 Hearts and Minds Investments Limited Notes to the Financial Statements For the year ended 30 June 2021 1 General information Hearts and Minds Investments Limited (the “Company”) is a company limited by shares, incorporated and domiciled in Australia, whose shares are publicly traded. The registered office is Level 12, 225 George Street, Sydney NSW 2000. The Company was incorporated on 12 September 2018. Its shares were admitted for quotation on the Official List of ASX Limited (“ASX”) on 9 November 2018 and commenced operations on 14 November 2018. The financial statements of the Company are for the year ended 30 June 2021. The financial statements were authorised for issue on 26 August 2021 by the Board of Directors. 2 Summary of significant accounting policies (a) Basis of preparation These general purpose financial statements have been prepared in accordance with the Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. The financial statements of the Company also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Company is a for-profit entity for the purpose of preparing the financial statements. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise. These financial statements have been prepared on an accruals basis, and are based on historical cost convention except for the revaluation of financial assets at fair value through other comprehensive income and cash flow information. In accordance with ASIC Corporations Instrument 2016/191, the amounts in the financial report have been rounded to the nearest dollar, unless otherwise indicated. The Company has adopted all of the new and amended Accounting Standards and Interpretations issued by the AASB that are mandatory for the current reporting year and there was no material impact on adoption. (b) Investment income (i) Dividends Dividends are recognised as revenue in the Statement of Comprehensive Income when the right to receive payment is established. (ii) Interest income Interest income is recognised using the effective interest rate method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. (c) Financial instruments Initial recognition and measurement Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. For financial assets, this is equivalent to the date that the Company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). At initial recognition, the Company measures a financial asset at its fair value in the Statement of Financial Position. Transaction costs for financial assets carried at fair value through other comprehensive income are included as part of the initial measurement. 36 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 2 Summary of significant accounting policies (continued) (c) Financial instruments (continued) Classification of financial assets Financial assets recognised by the Company are subsequently measured in their entirety at either amortised cost or fair value, subject to their classification and whether the Company irrevocably designates the financial asset on initial recognition at fair value through other comprehensive income (“FVTOCI”) in accordance with the relevant criteria in AASB 9. Financial assets not irrevocably designated on initial recognition at FVTOCI are classified as subsequently measured at amortised cost. Classification of financial liabilities Financial liabilities recognised by the Company are subsequently measured at amortised cost. Measurement The fair value of financial assets is based on the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Usually, the quoted market prices on a recognised exchange or, in its absence, the most advantageous market to which the Company has access at that date. The Company’s accounting policy on fair value is disclosed in Note 14. Changes in the fair value for financial assets at fair value through other comprehensive income are recognised through the investment portfolio revaluation reserve after deducting a provision for the potential deferred tax liability. When a financial asset held at fair value through other comprehensive income is disposed of, the cumulative gain or loss, net of tax thereon, is transferred from the investment portfolio revaluation reserve to the profits reserve. Other receivables Other receivables are non-derivative financial assets and are stated at their amortised cost. At each reporting date, the Company reviews the carrying values of its non-financial assets to determine whether there is any indication that those assets may be impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and the value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable value is expensed to the Statement of Comprehensive Income. Long-term equity instruments Long-term equity instruments comprise ordinary shares in listed entities that are not held for trading. On initial recognition, investments identified by the Company as long-term equity instruments are irrevocably designated (and measured) at fair value through other comprehensive income. This election has been made as the Directors believe that to otherwise recognise changes in the fair value of these investments in profit or loss would be inconsistent with the objective of holding the investments for the long term. Derecognition Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has substantially transferred all the risks and rewards of ownership. When a financial asset held at fair value through other comprehensive income is disposed, the cumulative gain or loss, net of tax thereon, is transferred from the investment portfolio revaluation reserve to the profits reserve. (d) Donation provision In line with the Company’s philanthropic objectives, the Company donates a percentage of the Company’s net tangible assets to leading Australian medical research organisations every six months. The donations are equal to 1.5% per annum of the average monthly net tangible assets of the previous half-year. The donation provision represents the amount provided for donations at the reporting date. 37 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 2 Summary of significant accounting policies (continued) (e) Foreign currency translation Functional and presentation currency Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in Australian dollars (“AUD” or “$”) which is the Company’s functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translations at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of fair value gain or loss. (f) Income tax The income tax expense or benefit for the year is the tax payable on that year’s taxable income based on the applicable income tax rate, adjusted by changes in deferred tax assets and deferred tax liabilities attributable to temporary differences and unused tax losses, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amounts of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to offset current tax assets and current tax liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset where the Company has a legally enforceable right to offset and intends to settle on a net basis. Current and deferred tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity as appropriate. (g) Goods and Services Tax (“GST”) Revenues, expenses and assets are recognised net of the amount of GST, unless GST incurred is not recoverable from the Australian Taxation Office. In this case, it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the Statement of Financial Position. (h) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 38 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 2 Summary of significant accounting policies (continued) (i) Issued capital Ordinary shares are classified as equity. Costs directly attributable to the issue of ordinary shares have been recognised in the Statement of Comprehensive Income, net of any tax effects. (j) Profits reserve A profits reserve is made up of amounts transferred from current and retained earnings and realised gains on disposal of financial assets that is preserved for future dividend payments. (k) Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting year but not distributed at the end of the reporting year. In accordance with the Corporations Act 2001, the Company may pay a dividend where the Company’s assets exceed its liabilities, the payment of the dividend is fair and reasonable to the Company’s shareholders as a whole and the payment of the dividend does not materially prejudice the Company’s ability to pay its creditors. (l) Earnings/(loss) per share (i) Basic earnings/(loss) per share is calculated by dividing: • the profit/(loss) attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares; and • by the weighted average number of ordinary shares outstanding during the financial year. (ii) Diluted earnings/(loss) per share Diluted earnings/(loss) per share adjusts the figures used in the determination of basic earnings/(loss) per share to take into account: • • the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. (m) Critical accounting estimates and judgements The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data. The investments of the Company are recommended by fund managers who provide their expertise and stock recommendations to the Company on a pro bono basis. Therefore, the investment portfolio of the Company does not incur any fund management fees. It is estimated that the investments fees forgone by the fund managers based on normal commercial terms for the year ended 30 June 2021 equates to $12,700,000 (2020: $10,300,000). This notional benefit to the Company is not included in the financial statements of the Company. Other than this estimate, there are no estimates or judgements that have a material impact on the Company’s financial results for the year ended 30 June 2021 (2020: None). (n) New standards and interpretations applicable and not yet adopted There are no new standards or interpretations applicable and not yet adopted that would have a material impact for the Company. 39 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 3 Income tax (a) Income tax expense The prima facie tax on loss before income tax is reconciled to the income tax expense as follows: Prima facie income tax expense on the net profit at 30% Imputation credits and foreign tax credits claimed at 100% Imputation credits gross up on dividends received Reversal of prepayments not claimed in 2020 tax return Foreign tax credits gross up dividends received Income tax benefit recognised in profit or loss Deferred tax on net unrealised gains on investments Income tax on net realised gains on investments Income tax expense recognised in other comprehensive income For the year ended 30 June 2021 $ (5,728,832) (1,388,365) 375,638 68,721 40,871 (6,631,967) 14,705,391 58,328,588 73,033,979 For the year ended 30 June 2020 $ (1,554,608) (1,346,387) 340,043 – 63,873 (2,497,079) 21,831,160 29,699,733 51,530,893 Total income tax expense 66,402,012 49,033,814 (b) Total income tax expense results in a: Current income tax benefit Deferred tax assets Deferred tax liabilities Income tax benefit recognised in profit or loss Deferred tax liability on net unrealised gains on investments Current income tax liability on net realised gains on investments Income tax expense recognised in other comprehensive income For the year ended 30 June 2021 $ (7,327,335) 731,527 (36,159) (6,631,967) 14,705,391 58,328,588 73,033,979 For the year ended 30 June 2020 $ (1,404,813) (1,193,993) 101,727 (2,497,079) 21,831,160 29,699,733 51,530,893 Total income tax expense 66,402,012 49,033,814 40 3 Income tax (continued) (c) Deferred tax assets relate to the following: Opening balance Net unrealised (loss)/gain on foreign exchange transactions Donation accrual not deductible Costs associated with the issue of shares 2019 tax return adjustments Provisions Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 30 June 2021 $ 2,484,033 (808,989) 373,917 (296,455) – – 30 June 2020 $ 1,290,040 52,337 1,538,667 (296,455) (75,960) (24,596) Deferred tax assets 1,752,506 2,484,033 (d) Deferred tax liabilities relate to the following: Opening balance Net unrealised gains on investments Dividend receivable on shares Deferred tax liabilities (e) Movement in deferred tax assets relate to the following: Opening balance Charged to profit or loss Closing balance (f) Movement in deferred tax liabilities relate to the following: Opening balance Charged to profit or loss Charged to other comprehensive income 30 June 2021 $ 30 June 2020 $ 50,671,633 14,705,391 (36,159) 28,738,745 21,831,161 101,727 65,340,865 50,671,633 For the year ended 30 June 2021 $ For the year ended 30 June 2020 $ 2,484,033 (731,527) 1,290,040 1,193,993 1,752,506 2,484,033 For the year ended 30 June 2021 $ 50,671,633 (36,159) 14,705,391 For the year ended 30 June 2020 $ 28,738,745 101,727 21,831,161 Closing balance 65,340,865 50,671,633 41 3 Income tax (continued) (g) Dividend franking account Opening balance Franking credits on dividends received Franking credits on dividends paid Tax paid during the year Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 For the year ended 30 June 2021 $ 3,606,179 1,252,128 (11,571,429) 50,034,601 For the year ended 30 June 2020 $ 619,398 1,133,477 – 1,853,304 Closing balance of franking account 43,321,479 3,606,179 Franking credits on dividends receivable Tax payable in respect of the year’s profit – 29,337,532 160,500 28,370,880 Franking credits available for use in subsequent reporting years 72,659,011 32,137,559 4 Dividends Dividend income Dividend income - Investments sold during the year Dividend income - Investments held at year end Dividend income Withholding tax on dividends For the year ended 30 June 2021 $ For the year ended 30 June 2020 $ 1,270,993 4,123,367 2,447,484 4,121,019 5,394,360 6,568,503 (136,237) (212,910) Dividend income, net of withholding tax 5,258,123 6,355,593 42 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 5 Remuneration of auditors During the year, the following fees were paid or payable for services provided by the auditor of the Company, its related practices and non-related audit firms: Audit and review of financial statements Other services provided by related practice of the auditor taxation services Total remuneration for audit and other assurance services 6 Other receivables Dividend receivable Other receivables Total other receivables 7 Donation provision Donation provision Total donation provision For the year ended 30 June 2021 $ For the year ended 30 June 2020 $ 51,207 5,830 57,037 30 June 2021 $ 270,918 4,408 49,052 14,000 63,052 30 June 2020 $ 391,447 10,230 275,326 401,677 30 June 2021 $ 30 June 2020 $ 6,375,278 5,128,890 6,375,278 5,128,890 For the year ended 30 June 2021, the amount recognised in the Statement of Comprehensive Income as an expense was $12,567,003 (2020: $9,237,640). This amount represents donations paid or payable to medical research beneficiaries to advance medical research in Australia. As at 30 June 2021, the amount recorded as a donation provision in the Statement of Financial Position of $6,375,278 (30 June 2020: $5,128,890) represents a provision for donations payable to medical research beneficiaries at balance date. 43 8 Share capital (a) Issued capital Ordinary shares Ordinary shares (b) Movements in share capital Opening balance Shares issued at $4.39 per share Closing balance Opening balance Shares issued at $2.50 per share Closing balance Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 30 June 2021 No. of shares 30 June 2021 $ 226,033,818 567,043,973 30 June 2020 No. of shares 30 June 2020 $ 225,000,001 562,500,001 For the year ended 30 June 2021 No. of shares For the year ended 30 June 2021 $ 225,000,001 1,033,817 562,500,001 4,543,972 226,033,818 567,043,973 For the year ended 30 June 2020 No. of shares For the year ended 30 June 2020 $ 200,000,001 25,000,000 500,000,001 62,500,000 225,000,001 562,500,001 On 20 April 2021 the Company issued 1,033,817 fully paid ordinary shares at $4.39 pursuant to the dividend reinvestment plan. In the prior financial year, on 27 December 2019 the Company issued 25,000,000 fully paid ordinary shares at $2.50 pursuant to a fully renounceable rights issue. 44 9 Reserves and accumulated losses (a) Reserves Investment portfolio revaluation reserve Profits reserve Total reserves (b) Investment portfolio revaluation reserve Opening balance Net realised gains on investments Income tax on net realised gains on investments Net unrealised gains on investments Deferred income tax on unrealised gains on investments Transfer to profits reserve Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 30 June 2021 $ 30 June 2020 $ 152,272,375 166,682,929 117,959,797 70,047,032 318,955,304 188,006,829 For the year ended 30 June 2021 $ 117,959,797 194,428,626 (58,328,588) 49,017,969 (14,705,391) (136,100,038) For the year ended 30 June 2020 $ 67,020,422 98,999,109 (29,699,733) 72,770,536 (21,831,161) (69,299,376) Closing balance 152,272,375 117,959,797 During the year a number of investments held at fair value through other comprehensive income were sold realising a net gain as set out below. The investments were sold following recommendations from our portfolio fund managers and in accordance with our investment strategy. Proceeds from sale of investments Original cost of investments sold For the year ended 30 June 2021 $ For the year ended 30 June 2020 $ 674,467,408 (480,038,782) 501,356,938 (402,357,829) Net realised gains on investments before tax 194,428,626 98,999,109 45 9 Reserves and accumulated losses (continued) (c) Profits reserve Opening balance Transfer from investment portfolio revaluation reserve Transfer to accumulated losses Dividends Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 For the year ended 30 June 2021 $ 70,047,032 136,100,038 (12,464,141) (27,000,000) For the year ended 30 June 2020 $ 4,178,905 69,299,376 (3,431,249) – Closing balance 166,682,929 70,047,032 During the year the Company paid a fully franked dividend of $0.12 per share to shareholders amounting to a total dividend payment of $27,000,000. (d) Accumulated losses Opening balance Net loss for the year Transfer from profits reserve Closing balance 10 Cash and cash equivalents For the year ended 30 June 2021 $ – (12,464,141) 12,464,141 For the year ended 30 June 2020 $ (746,300) (2,684,949) 3,431,249 – – Cash at the end of the reporting year as shown in the Statement of Cash Flows is reconciled to the related items in the Statement of Financial Position as follows: Cash at bank Cash at custodian 30 June 2021 $ 30 June 2020 $ 6,367,406 117,220,741 755,994 51,499,310 Total cash and cash equivalents 123,588,147 52,255,304 The cash at bank is denominated in AUD, is at call and is earning interest at a fixed rate of 0.01% (30 June 2020: 0.01%). The cash at custodian is at call and denominated in AUD, United States Dollars (“USD”), Japanese Yen (“JPY”) and Hong Kong Dollars (“HKD”) and is non-interest bearing. 46 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 10 Cash and cash equivalents (continued) Risk exposure The Company’s exposure to interest rate risk is discussed in Note 13. The maximum exposure to credit risk in relation to cash at the end of the reporting year is the carrying amount of cash in bank and cash at custodian. Cash in bank is with Commonwealth Bank of Australia that has a Standard and Poor’s short-term rating of A-1+ (30 June 2020: A-1+) and long-term rating of AA- (30 June 2020: AA-). Cash at custodian is with JP Morgan Chase Bank that has a short-term rating of A-1 (30 June 2020: A-1) and a long-term rating of A+ (30 June 2020: A+). 11 Reconciliation of net loss for the year to net cash provided by/(used in) operating activities Net loss for the year Effects of foreign currency exchange rate changes on cash and cash equivalents Change in operating assets and liabilities: Decrease/(increase) in prepayments Decrease/(increase) in other receivables Decrease/(increase) in deferred tax assets Decrease in current tax liability Increase in donation provision (Decrease)/increase in deferred tax liabilities Decrease in other payables For the year ended 30 June 2021 $ For the year ended 30 June 2020 $ (12,464,141) (2,684,949) 10,615,473 1,650,168 229,071 126,351 731,527 (57,361,936) 1,246,388 (36,159) – (229,071) (348,179) (1,193,993) (3,258,117) 5,128,890 101,727 (362,895) Net cash used in operating activities (56,913,426) (1,196,419) 12 Basic and diluted loss per share Net loss for the year used in the calculation of basic and diluted loss per share attributable to the ordinary equity holders of the Company For the year ended 30 June 2021 $ For the year ended 30 June 2020 $ (12,464,141) (2,684,949) For the year ended 30 June 2021 $ For the year ended 30 June 2020 $ Basic and diluted loss per share attributable to the ordinary equity holders of the Company (5.53) (1.26) 47 12 Basic and diluted loss per share (continued) Weighted average number of shares used as denominator Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 For the year ended 30 June 2021 No. of shares For the year ended 30 June 2020 No. of shares Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share attributable to the ordinary equity holders of the Company 225,203,932 212,708,570 At the end of the year, there were no outstanding securities that are potentially dilutive in nature for the Company (30 June 2020: None). 13 Financial risk management The Company’s financial instruments consist mainly of cash and cash equivalents, other receivables, financial assets at fair value through other comprehensive income and other payables. The Company’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk, and equity price risk), credit risk, liquidity risk and other risks. The Board of the Company have implemented a risk management framework to mitigate these risks. Risks are managed in the context of the Company’s strategic objectives, the size and complexity of its operations, and the Board’s expectations and attitude to risk. The Company has implemented a risk management framework based on the Australian New Zealand International Standard Organisation 31000:2009 Risk management – Principles and guidelines. Details of the Company’s risk management framework are available on the Company’s website. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The investment portfolio is exposed to market risk. The market risk of securities in the Company’s investment portfolio can fluctuate as a result of market conditions. The value of the investment portfolio may be impacted by factors such as economic conditions, interest rates, currency exchange rates, regulations, sentiment and geopolitical events as well as environmental, social and technological changes. In addition, as the Company is listed on the ASX, its securities are exposed to market risks. As a result, the security price may trade at a discount or a premium to its net tangible assets. Currency risk The Company holds monetary assets denominated in currencies other than the Australian dollar. The Company monitors the exposure on all foreign currency denominated assets and liabilities. The Company does not hedge against its foreign exchange exposure, and consequently, the impact of foreign exchange movements is directly reflected in the Statement of Comprehensive Income. 48 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 13 Financial risk management (continued) Market risk (continued) Currency risk (continued) While the Company has direct exposure to foreign exchange rate changes on the price of non-Australian dollar denominated investments, it may also be indirectly affected by the impact of foreign exchange rate changes on the earnings of certain investments in which the Company invests, even if those investments are denominated in Australian dollars. For that reason, the sensitivity analysis below may not necessarily indicate the total effect on the Company’s equity of future movements in foreign exchange rates. The table below summarises the Company’s monetary assets exposed to foreign currency risk at 30 June 2021 and 30 June 2020: United States Dollar Hong Kong Dollar Euro Japanese Yen Pound Sterling Total * As percentage of investment portfolio exposure. Sensitivity 30 June 2021 Net currency exposure* % 30 June 2020 Net currency exposure* % 58 8 4 1 – 71 62 3 – 1 1 67 The following tables illustrate the sensitivities of the Company’s monetary assets and liabilities to foreign exchange risk. The analysis is based on the assumption that the AUD weakened/strengthened by 10% against the other currencies. 30 June 2021 USD impact AUD HKD impact AUD EUR impact AUD JPY impact AUD Impact on total comprehensive income +/- 39,285,122 +/- 4,931,157 +/- 2,495,447 +/- 1,383,867 30 June 2020 USD impact AUD HKD impact AUD JPY impact AUD GBP impact AUD Impact on total comprehensive income +/- 36,245,847 +/- 1,655,164 +/- 458,754 +/- 838,900 Equity price risk The Company is exposed to price risk on its financial assets classified in the Statement of Financial Position as financial assets at fair value through other comprehensive income. There is a risk that securities will fall in value over short or extended periods of time. Equity markets tend to move in cycles, and individual share prices may fluctuate and underperform other asset classes over extended periods of time. The Company’s typical investment portfolio is expected to hold 25 to 30 securities, which represents a high level of investment concentration. The lower the number of investments, the higher the concentration and, in turn, the higher the potential volatility. The Company seeks to manage and constrain market risk by diversification of the investment portfolio across a number of fund managers. 49 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 13 Financial risk management (continued) Market risk (continued) Equity price risk (continued) Sensitivity The following table illustrates the effect on the Company’s equity from possible changes in the fair value of financial assets that were reasonably possible based on the market risk that the Company was exposed to at reporting date, assuming a tax rate of 30%. Impacts on total comprehensive income MSCI World Index (AUD) Change in variable +/- 5% Change in variable +/- 10% Cash flow and interest rate risk 30 June 2021 $ 30 June 2020 $ 30,150,294 60,300,588 26,048,384 52,096,769 The Company’s interest-bearing financial assets expose it to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows. The tables below summarise the Company’s exposure to interest rate risks: 30 June 2021 Financial assets Cash and cash equivalents Financial assets at fair value through other comprehensive income Other receivables Total financial assets Financial liabilities Donation provision Total financial liabilities 30 June 2020 Financial assets Cash and cash equivalents Financial assets at fair value through other comprehensive income Other receivables Total financial assets Financial liabilities Donation provision Total financial liabilities 50 Interest bearing $ Non-interest bearing $ Total $ 6,367,406 117,220,741 123,588,147 – – 861,436,973 275,326 861,436,973 275,326 6,367,406 978,933,040 985,300,446 – – 6,375,278 6,375,278 6,375,278 6,375,278 Interest bearing $ Non-interest bearing $ Total $ 755,994 51,499,310 52,255,304 – – 779,308,148 401,677 779,308,148 401,677 755,994 831,209,135 831,965,129 – – 5,128,890 5,128,890 5,128,890 5,128,890 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 13 Financial risk management (continued) Market risk (continued) Cash flow and interest rate risk (continued) Sensitivity Profit or loss is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in interest rates. At 30 June 2021, if interest rates had increased by 100 basis points (bps) or decreased by 100 bps from the year end rates with all other variables held constant, post tax profit for the year would have been $615,452 (2020: $330,321) higher or $615,452 (2020: $330,321) lower, as a result of higher or lower interest income from cash and cash equivalents. Interest rate risk also arises from the effects of fluctuations in the prevailing levels of market interest rates on the Company’s financial assets at fair value through other comprehensive income. The sensitivity to changes in the value of financial assets at fair value through other comprehensive income is set out in the price risk and currency risk sensitivity tables. The Directors do not consider it meaningful to provide a separate analysis of the sensitivity of the investment portfolio to changes in interest rates. Credit risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Credit risk primarily arises from cash and cash equivalents, deposits with banks and other financial institutions and other receivables. The maximum exposure to credit risk at balance sheet date of recognised financial assets is the carrying amount, net of any provisions for expected credit losses of those assets, as disclosed in the Statement of Financial Position and Note 10 to the financial statements. The Company held no collateral as security or any other credit enhancements. None of the assets exposed to a credit risk are overdue or considered to be impaired. Liquidity risk Liquidity risk is defined as the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Board and Investment Committee monitor the Company’s cash flow requirements in relation to the investment portfolio taking into account dividends, tax payments and investing activity. The Company’s inward cash flows depend on the level of dividend and interest revenue received, investment disposals and capital raising initiatives from time to time. Should these decrease by a material amount, the Company would amend its outward cash flows accordingly. The major cash outflows are investments, donations, general expenditure and future dividends paid to shareholders and the level of these outflows is managed by the Board and Investment Committee. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities. A sufficient level of the Company’s cash is held at call to meet cash outflows and mitigate liquidity risk. 51 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 13 Financial risk management (continued) Liquidity risk (continued) The tables below summarise the maturity profile of the Company’s financial assets and financial liabilities based on contractual undiscounted cash flows: 1 to 3 months $ 3 to 12 months $ More than 12 months $ No fixed maturity $ Total $ – – – – – – – – 30 June 2021 Financial assets Cash and cash equivalents Financial assets at fair value through other comprehensive income Other receivables On demand $ 123,588,147 – 275,326 Total financial assets 123,863,473 Financial liabilities Donation provision Total financial liabilities – – 6,375,278 6,375,278 30 June 2020 Financial assets Cash and cash equivalents Financial assets at fair value through other comprehensive income Other receivables On demand $ 52,255,304 – 401,677 Total financial assets 52,656,981 – – 5,128,890 5,128,890 Financial liabilities Donation provision Total financial liabilities 14 Financial assets Fair value measurements (a) Fair value estimation 1 to 3 months $ 3 to 12 months $ More than 12 months $ No fixed maturity $ Total $ – – – – – – – – 123,588,147 – 861,436,973 861,436,973 275,326 – – – 861,436,973 985,300,446 – – – – 6,375,278 6,375,278 – – – – – – – – 52,255,304 – 779,308,148 779,308,148 401,677 – – – 779,308,148 831,965,129 – – – – 5,128,890 5,128,890 Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset takes place either in the principal market for the asset or, in the absence of a principal market, in the most advantageous market for the asset. The principal or the most advantageous market must be accessible to the Company. The fair value of an asset is measured using the assumptions that market participants would use when pricing the asset, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. 52 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 14 Financial assets (continued) Fair value measurements (continued) (a) Fair value estimation (continued) For all other financial instruments not traded in an active market, the fair value is determined using valuation techniques deemed to be appropriate in the circumstances. Valuation techniques include the market approach (i.e., using recent arm’s length market transactions, adjusted as necessary, and reference to the current market value of another instrument that is substantially the same) and the income approach (i.e., discounted cash flow analysis and option pricing models making as much use of available and supportable market data as possible). For assets that are measured at fair value on a recurring basis, the Company identifies transfers between levels in the hierarchy by re-assessing the categorisation (based on the lowest level input that is significant to the fair value measurement as a whole), and deems transfers to have occurred at the beginning of each reporting year. (b) Fair value hierarchy AASB 13 Fair Value Measurement requires the disclosure of fair value information using a fair value hierarchy reflecting the significance of the inputs in making the measurements. The fair value hierarchy consists of the following levels: • Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); • 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) (Level 2); and • Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). The following tables present the Company’s assets and liabilities measured and recognised at fair value at: 30 June 2021 Level 1 $ Level 2 $ Level 3 $ Total $ Financial assets at fair value through other comprehensive income Listed equity securities on major exchanges 861,436,973 Total financial assets at fair value through other comprehensive income 861,436,973 – – – – 861,436,973 861,436,973 30 June 2020 Level 1 $ Level 2 $ Level 3 $ Total $ Financial assets at fair value through other comprehensive income Listed equity securities on major exchanges 779,308,148 Total financial assets at fair value through other comprehensive income 779,308,148 – – – – 779,308,148 779,308,148 There were no transfers between levels for recurring fair value measurements during the year (2020: None). The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting year. The carrying amounts of other receivables and other payables are assumed to approximate their fair values due to their short-term nature. 53 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 15 Segment information The Company is solely engaged in investment activities, deriving revenue from dividend income, interest income and from the sale of its investments. It has no reportable business or geographical segments. The Company’s investments are listed equity securities on major exchanges. The split of the Company’s investments by the country of listing is set out below. 30 June 2021 30 June 2020 Country of Listing Country of Listing % % United States Australia Hong Kong Germany Japan United Kingdom 58 29 8 4 1 – 62 33 3 – 1 1 100 100 16 Key management personnel compensation The names and positions held of the Company’s key management personnel (KMP) (including Directors in office at any time during the year ended 30 June 2021) are: Christopher Cuffe AO Lorraine Berends Guy Fowler Matthew Grounds AM Michael Traill AM Gary Weiss AM Geoffrey Wilson AO David Wright Paul Rayson Rory Lucas (a) Remuneration Chairman and Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Chief Executive Officer Chief Investment Officer KMP include the Directors, the Chief Executive Officer and the Chief Investment Officer. Directors have agreed to waive their Directors’ fees on an ongoing basis. For the year ended 30 June 2021, no Directors’ fees were paid by the Company. The remuneration of the Chief Executive Officer and the Chief Investment Officer are set out below. The Chief Executive Officer and the Chief Investment Officer are employed under standard employment contracts with a three month notice period. The remuneration of the Chief Executive Officer and the Chief Investment Officer is salary based and does not include securities or options in the Company and no element of the remuneration is tied to Company performance. The Chief Executive Officer and the Chief Investment Officer are not provided with retirement benefits apart from statutory superannuation. Year ended 30 June 2021 Paul Rayson Rory Lucas Post- Short-term benefits employment Total benefits Remuneration Salary Superannuation $ $ 169,909 180,688 15,992 16,586 $ 185,901 197,274 54 16 Key management personnel compensation (continued) (a) Remuneration (continued) Year ended 30 June 2020 Paul Rayson Rory Lucas (b) Shareholdings Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 Post- Short-term benefits employment Total benefits Remuneration Salary Superannuation $ $ 150,000 175,000 14,157 15,938 $ 164,157 190,938 The Company’s KMP and their related parties held the following interests in the Company: 30 June 2021 Directors and Key Management Opening balance Acquisitions Disposals Christopher Cuffe AO Lorraine Berends Guy Fowler Matthew Grounds AM Michael Traill AM Gary Weiss AM Geoffrey Wilson AO David Wright Paul Rayson Rory Lucas 1,475,000 45,000 1,258,042 1,201,397 1,422,281 495,002 1,687,500 45,000 149,907 113,984 – – – – – – – 50,000 – 15,650 (375,000) – – – (250,000) – – – – (13,593) 30 June 2020 Directors and Key Management Opening balance Acquisitions Disposals Christopher Cuffe AO Lorraine Berends Guy Fowler Matthew Grounds Michael Traill AM Gary Weiss AM Geoffrey Wilson AO David Wright Paul Rayson Rory Lucas 1,300,000 40,000 1,000,000 1,000,000 1,208,031 440,002 1,500,000 40,000 133,250 80,694 175,000 5,000 258,042 201,397 214,250 55,000 187,500 5,000 16,657 33,290 – – – – – – – – – – Closing balance 1,100,000 45,000 1,258,042 1,201,397 1,172,281 495,002 1,687,500 95,000 149,907 116,041 Closing balance 1,475,000 45,000 1,258,042 1,201,397 1,422,281 495,002 1,687,500 45,000 149,907 113,984 Directors, other KMP and Director related entities disposed of and acquired ordinary shares in the Company on the same terms and conditions available to other shareholders. The Directors have not, during or since the end of financial year, been granted options over unissued shares or interests in shares of the Company as part of their remuneration. 55 Hearts and Minds Investments Limited Notes to the Financial Statements (continued) For the year ended 30 June 2021 17 Related party transactions All transactions with related entities were made on normal commercial terms and at market rates, except as noted below. Investment and management fees The Company will forego any investment and management fees associated with implementing and managing the investment strategy. Instead, donations will be paid by the Company to the designated charities every six months. Matthew Grounds is Chairman of Victor Chang Cardiac Research Institute which is a designated medical research beneficiary of Hearts and Minds Investments Limited. The Company donated $4,518,246 to Victor Chang Cardiac Research Institute for the year ended 30 June 2021 (2020: $1,653,500). Gary Weiss is a Non-Executive Director of Victor Chang Cardiac Research Institute which is a designated medical research beneficiary of Hearts and Minds Investments Limited. The Company donated $4,518,246 to Victor Chang Cardiac Research Institute for the year ended 30 June 2021 (2020: $1,653,500). Michael Traill is a Director of Paul Ramsay Foundation. Paul Ramsay Foundation holds 4,009,419 shares in HM1 on 30 June 2021. Michael Traill is a Director of Australian Philanthropic Services. Australian Philanthropic Services provides due diligence services on HM1’s medical research beneficiaries on normal commercial terms. Chris Cuffe is a Director of Australian Philanthropic Services. Australian Philanthropic Services provides due diligence services on HM1’s medical research beneficiaries on normal commercial terms. Directors’ fees The Directors have agreed to waive any right to be paid director fees (see Note 16). 18 Commitments The Company had no material contingent liabilities or commitments as at 30 June 2021 (30 June 2020: Nil). 19 Events occurring after the reporting year No matter or circumstance has occurred subsequent to year end that has significantly affected, or may significantly affect, the operations of the Company, the results of those operations or the state of affairs of the Company in subsequent financial years. 56 Hearts and Minds Investments Limited Directors’ Declaration For the year ended 30 June 2021 Directors’ Declaration In accordance with a resolution of the Directors of Hearts and Minds Investments Limited (the “Company”), the Directors of the Company declare that: (a) The financial report as set out in pages 32 to 56 and the additional disclosures included in the Directors’ Report designated as ‘Remuneration Report’, as set out on pages 26 to 28, are in accordance with the Corporations Act 2001, including: (i) complying with Australian Accounting Standards, which, as stated in Note 2 to the financial statements, constitutes compliance with International Financial Reporting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (ii) giving a true and fair view of the financial position of the Company as at 30 June 2021 and of its performance, as represented by the results of the operations and the cash flows, for the year ended on that date; and (b) At the date of this declaration, in the Director’s opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. (c) The Directors have been given the declaration required by section 295A of the Corporations Act 2001 from the person who performs the Chief Executive Officer and Chief Financial Officer functions, for the purpose of the Corporations Act 2001. Signed in accordance with a resolution of the Board of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001. Christopher Cuffe AO Chairman and Independent Director Sydney 26 August 2021 57 Hearts and Minds Investments Limited Independent Auditor’s Report to the Shareholders For the year ended 30 June 2021 58 Hearts and Minds Investments Limited Independent Auditor’s Report to the Shareholders (continued) For the year ended 30 June 2021 59 Hearts and Minds Investments Limited Independent Auditor’s Report to the Shareholders (continued) For the year ended 30 June 2021 60 Hearts and Minds Investments Limited Independent Auditor’s Report to the Shareholders (continued) For the year ended 30 June 2021 61 Hearts and Minds Investments Limited ASX Additional Information For the year ended 30 June 2021 ADDITIONAL SECURITIES EXCHANGE INFORMATION In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders not elsewhere disclosed in this Annual Report. The information is current as of 30 July 2021. CORPORATE GOVERNANCE STATEMENT The Company has prepared a statement which sets out the corporate governance practices that were in operation throughout the financial year for the Company, identifies any Recommendations that have not been followed, and provides reasons for not following such Recommendations (Corporate Governance Statement). In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review on HM1’s website (heartsandmindsinvestments.com.au) and will be lodged together with an Appendix 4G with ASX at the same time that this Annual Report is lodged with ASX. NUMBER OF HOLDINGS OF EQUITY SECURITIES As of 30 July 2021, the number of holders in each class of equity securities on issue in HM1 is as follows: Security type Fully Paid Ordinary Shares VOTING RIGHTS OF EQUITY SECURITIES No. of securities 226,033,818 No. of shareholders 8,995 The only class of equity securities on issue in the Company which carry voting rights is ordinary shares. DISTRIBUTION OF HOLDERS OF ORDINARY SHARES 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001-9,999,999,999 Totals Class of Ordinary Shares Total holders 1,545 3,077 1,577 2,619 177 8,995 Units 705,100 8,235,846 11,927,739 65,730,337 139,434,796 226,033,818 % Units 0.310 3.640 5.280 29.080 61.690 100.000 The number of shareholdings held in less than marketable parcels is 60. UNMARKETABLE PARCELS The number of holders of less than a marketable parcel of ordinary shares as of 30 July 2021, is as follows: Unmarketable parcels as reporting date Minimum $500.00 parcel at $4.60 per unit SUBSTANTIAL HOLDERS Minimum parcel size 109 Holders 104 Units 1,638 There are no substantial holders (voting interest greater than 5%) in HM1 as of 30 July 2021 (2020: Nil). 62 Hearts and Minds Investments Limited ASX Additional Information (continued) For the year ended 30 June 2021 TWENTY LARGEST HOLDERS OF QUOTED EQUITY SECURITIES The Company only has one class of quoted securities, being ordinary shares. The names of the 20 largest holders of ordinary shares, the number of ordinary shares and the percentage of capital held by each holder as of 30 July 2021, is as follows: Shareholder name HSBC Custody Nominees (Australia) Limited National Nominees Limited Netwealth Investments LimitedKoll Pty Ltd HSBC Custody Nominees (Australia) Limited - A/C 2 Beta Gamma Pty Ltd Navigator Australia Ltd Associated World Investments Pty Ltd Skip Enterprises Pty Limited Jane Hansen Super Pty Ltd John Shearer (Holdings) Pty Limited Wroxby Pty Limited Charles & Cornelia Goode Foundation Pty Ltd The Ian Potter Foundation Ltd Wilson Foundation Pty Ltd Netwealth Investments Limited J P Morgan Nominees Australia Pty Limited MIDAS Touch Investments Pty Ltd Ravenscourt Proprietary Limited Bnp Paribas Nominees Pty Ltd HUB24 Custodial Serv Ltd Total number of shares of Top 20 Holders: Total Securities: STOCK EXCHANGE LISTING Shares held 40,685,112 14,636,472 8,477,323 4,443,750 3,300,758 2,671,056 2,318,684 2,250,000 2,250,000 2,200,228 2,000,000 2,000,000 1,849,192 1,800,000 1,687,500 1,565,181 1,539,632 1,386,894 1,335,528 1,289,638 99,686,948 226,033,818 % Held 18.000% 6.475% 3.750% 1.966% 1.460% 1.182% 1.026% 0.995% 0.995% 0.973% 0.885% 0.885% 0.818% 0.796% 0.747% 0.692% 0.681% 0.614% 0.591% 0.571% 44.100% 100.000% The Company’s ordinary shares are quoted on the Australian Securities Exchange (ASX issuer code: HM1). There are no unquoted equity securities OTHER INFORMATION There are no issues of securities approved for the purpose of Item 7 of Section 611 of the Corporations Act which have not yet been completed. No securities were purchased on-market during the reporting period under or for the purposes of an employee incentive scheme or to satisfy the entitlements of the holders of options or other rights to acquire securities granted under an employee incentive scheme. 63