First State Investments International Ltd.Liquidated

First State Investments International Ltd.

Frankfurt am Main

Jahresabschluss zum Geschäftsjahr vom 01.07.2016 bis zum 30.06.2017

REPORT AND FINANCIAL STATEMENTS

FOR YEAR ENDED 30 JUNE 2017

REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2017

Contents

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30 JUNE 2017

Directors:

The Directors of First State Investments International Limited ("the Company") who were in office during the year and up to the date of signing the financial statements were:

Company Secretary:

The following person held office as a Secretary during the year and up to the date of this report:

The Company is a private company limited by shares and is incorporated in Scotland.

The Directors present their report and the audited financial statements of the Company for the year ended 30 June 2017.

Directors and their Interests

The Directors of the Company during the year were those listed above. There are no Directors' share interests requiring disclosure under the Companies Act 2006.

Directors' and Officers' Insurance

Subject to the Companies Act 2006, insurance policies have been effected for the Directors and Officers of all FSI EMEA Group companies in respect of potential liabilities arising from negligence or error.

Statement of Directors' responsibilities

The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102), and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the Directors are required to:

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of disclosure of information to auditors

In the case of each of the Directors, the following applies:

Independent Auditors

The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office.

STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2017

Review of Business, Principal Risks and Uncertainties and Future Developments

The Company is part of the international operations of Colonial First State Global Asset Management ("CFSGAM"). CFSGAM operates as First State Investments outside Australia. CFSGAM/First State Investments is the consolidated asset management division of Commonwealth Bank of Australia ("CBA"). As at 30 June 2017, CFSGAM and First State Investments collectively managed A$219bn (2016: A$199bn) in assets under management on behalf of institutional investors, pension funds, wholesale distributors and platforms, financial planners and their clients worldwide.

CFSGAM is managed by CBA's Wealth Management ("WM") division. Within CBA, WM is responsible for the manufacture and administration of non-banking services, including business units such as Colonial First State in Australia and First State Investments in the UK and Asia. WM also provides strategic and operational support for the investment and insurance products of group companies.

The Company provides a range of specialist investment management services. The core areas of investment expertise cover Listed Equities, Fixed Income and Direct Infrastructure.

The Company supports a number of different investment teams that offer a variety of strategies across each of these asset classes for different client types. Our clients range from institutional investors such as defined benefit pension funds and sovereign wealth funds, to investors whose assets are aggregated by intermediaries.

The Company's distribution activities are performed throughout Europe and the Middle East with offices in Frankfurt, Paris and Dubai.

The Company's strategic principles are:

Over the twelve months ended 30 June 2017 the business continued to develop successfully and in line with the key principles outlined above.

The key performance indicators of the First State Investments UK Group are:

These alongside other business performance indicators are provided to the board of directors on a quarterly basis for review and monitoring.

The Company has continued to monitor investment capacity across all of its investment strategies. As always the focus in this regard is to protect our existing investors and ensure that funds are closed ahead of them reaching a size that might compromise the ability to deliver competitive, long term returns.

During the year the Company has worked on new product developments that it feels will have long term relevance to our clients. This work will result in a number of launches during the next financial year.

The Company have also continued to focus on the continued evolution of our business development platform (both institutional and intermediated in the UK, Europe and the Middle East) and business infrastructure so that we can grow the business and support this growth in a robust and sustainable manner.

Under the Alternative Investment Fund Management Directive the Company delegates risk management responsibilities for relevant contracts to First State Investments (UK) Limited ("FSIUK"), which is the designated Alternative Investment Fund Manager for the EMEA region. As a result of this a portion of management fees relating to these products are now retained within FSIUK as compensation for the risk services provided with a corresponding reduction in revenue within the Company. The Company maintains responsibility for investment management activities in relation to these contracts.

The principal risk to the level of profitability of the Company is the underlying profitability of the investment management strategies within the Group in the event of a market correction or a sustained period of underperformance that leads to a significant decrease in funds under management. The particular long term investment style of the Group should protect its revenue and its customers' investments more than many competitors, should any correction materialise. The business is also exposed to key person risk associated with investment teams. The Directors are of the opinion that key person risk has been mitigated as far as possible by the use of, amongst other things, long term incentive schemes. These risks have been reported in First State Investment's Internal Capital Adequacy Assessment Process.

The Company has also recently applied a significant amount of resources to ensure compliance with a large volume of regulatory reforms impacting the entire industry during the course of the next financial year. Several project teams have been established to implement the required changes and the Directors consider the planning to be well advanced and on track to meet its obligations.

On the 23 June 2016 the United Kingdom voted to leave the European Union. The effects of "Brexit" will impact asset managers in different ways. The FSI EMEA Group has formed a working committee which continues to assess the impacts on the Company and its operations. Whilst the final structure of the UK exit of the European Union is still unknown, planning has commenced to ensure business continuity under all scenarios and to also capitalise on any strategic opportunities that may also arise. There has been no effect on any of the Company's operations, assets or liabilities at the time of signing as a result of this event.

On 21 September 2017, the Company's ultimate parent, the CBA, announced that it is undertaking a strategic review of its global asset management business, CFSGAM, which is examining a range of options, including an Initial Public Offering ("IPO"). The Company and its operations are included within this strategic review, the outcome of which is uncertain at this time.

However, the Directors consider that the Company's activities will continue unchanged in the foreseeable future.

Results and dividends

The profit for the year after taxation but before dividends was £20,711,000 (2016 as restated: £14,645,000).

Interim dividends totalling £17,000,000 were paid on 22 June 2017 (2016: £13,000,000). The Directors do not recommend a final dividend (2016:Nil).

The balance of profits retained on the Statement of Income and Retained Earnings was therefore £30,818,000 (2016 as restated: £27,107,000).

Assets under management at 30 June 2017 stood at£13.3bn (2016: £11.9bn).

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS

OF FIRST STATE INVESTMENTS INTERNATIONAL LIMITED

Report on the financial statements

Our opinion

In our opinion, First State Investments International Limited's financial statements (the "financial statements"):

What we have audited

The financial statements, included within the Report and Financial Statements (the "Annual Report"), comprise:

The financial reporting framework that has been applied in the preparation of the financial statements is United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law (United Kingdom Generally Accepted Accounting Practice).

In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Other matters on which we are required to report by exception

Adequacy of accounting records and information and explanations received

Under the Companies Act 2006 we are required to report to you if, in our opinion:

We have no exceptions to report arising from this responsibility.

Directors' remuneration

Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.

Responsibilities for the financial statements and the audit

Our responsibilities and those of the directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What an audit of financial statements involves

We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:

We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements.

We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.

In addition, we read all the financial and non-financial information in the Report and Financial Statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 30 JUNE 2017

There were no material acquisitions or discontinued operations during the year.

For details of the prior year restatement please refer to note 15.

REGISTERED NUMBER SC079063

BALANCE SHEET

AS AT 30 JUNE 2017

For details of the prior year restatement please refer to note 15.

The financial statements and notes on pages 8 to 15 were approved by the Board of Directors on 12 October 2017 and were signed on its behalf by:

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2017

1. Principal activity and accounting policies

Principal activity

The principal activity of the Company is the management of investment portfolios, mainly for clients resident outside the UK. The Company is regulated by the Financial Conduct Authority ("FCA") and the Securities and Exchange Commission ("SEC").

The Company also performs distribution activities throughout Europe and the Middle East.

CBA, incorporated in Australia and listed on the Australian Stock Exchange, is one of the largest Australian banks by market capitalisation and a leading provider of integrated financial services. CBA is regarded by the Directors of the Company as the Company's ultimate parent company.

Statement of compliance

The financial statements of the Company have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006. The Company is taking advantage of the reduced disclosure exemptions in section FRS 102 1.12 from presenting a cash flow statement and certain related party disclosures.

Principal accounting policies

A summary of the accounting policies, which have been applied consistently, is set out below.

(a) Basis of accounting

These financial statements are prepared on the going concern basis, under the historical cost convention. The principal accounting policies which have been applied consistently throughout both years are set out below.

(b) Revenue

Revenue recognition is based on the benefits to the Company of any income flows which can be reliably determined. Revenue of the Company is from the provision of asset management services and includes management fees and performance fees. Revenue is presented net of Value Added Tax and other sales taxes.

Management fees are recognised as earned, over the year in which the services are performed. Such fees are primarily based on predetermined percentages of the value of assets under management and are presented net of allocations across entities made in accordance with our transfer pricing policy.

Performance fees are calculated with reference to performance benchmarks specified in the individual investment management agreements. Revenues arising in respect of performance fee arrangements are recognised provided that the outcome of such arrangements can be estimated reliably and it is probable that the economic benefits associated with the transaction will flow to the Company.

Interest received (and paid) is recognised on an accruals basis by applying the appropriate rate of interest.

(c) Administrative expenses

Administrative expenses are recognised in the year in which they are incurred and include amounts recharged from another group Company.

(d) Taxation

The charge for taxation is based on the profit or loss for the year as adjusted for disallowable items. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, together with adjustments to tax payable in respect of prior years.

(d) Taxation (continued)

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more, or right to pay less, tax in future have occurred at the balance sheet date. Deferred tax assets are measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference.

Deferred tax assets are recognised if it is considered that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the financial statements which are capable of reversal in one or more subsequent years.

(e) Foreign currencies

Income is recorded at the exchange rate on the date of invoices so foreign exchange differences arise between the rate on the date of invoice and the rate at which the amounts are translated into sterling on the date of receipt. Foreign currency balances have been translated at market rates of exchange ruling at the Balance Sheet date. Gains and losses on exchange are taken to the Statement of Income and Retained Earnings.

(f) Cash flow statement

The Company is a wholly owned subsidiary of CBA and the cash flows of the Company are included in the consolidated group cash flow statement of CBA. Therefore the Company takes advantage of an exemption (FRS 102 1.12) from preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in these consolidated group financial statements, includes the Company's cash flows.

(g) Debtors

Debtors are measured at the transaction price, less any impairment.

(h) Creditors

Trade creditors are measured at the transaction price.

2. Revenue

Revenue represents the total of management fees earned by the Company.

3. Operating profit

4. Employment costs

The average number of staff employed during the year was 6 (2016: 6). This comprised 2 (2016: 2) investment staff and 4 (2016: 4) sales staff.

5. Directors' emoluments

All Directors of any First State Investments group companies domiciled in the UK are remunerated by First State Investment Services (UK) Limited, a related entity, and the amounts shown here are the proportion recharged to the Company from that entity. These include 2 (2016: 2) employees who are only Directors of First State Investments (UK) Limited.

Pension benefits are accruing to 4 (2016: 4) Directors under pension schemes operated by the Company. The accrued retirement benefit of the highest paid Director was £nil (2016: £nil).

6. Taxation on profit of ordinary activities

Factors affecting tax charge for the year:

The corporation tax on the profit on ordinary activities for the year is calculated at the standard rate of corporation tax in the UK of 19.75 % (2016: 20.00 %).

The standard rate of corporation tax used in the current reporting year (19.75 %) has reduced from the previous year (20.00 %) since the main rate of UK corporation tax reduced from 20.00 % to 19.00 % with effect from 1 April 2017.

For details of the prior year restatement please refer to note 15.

7. Dividends paid

The Directors elected to pay an interim dividend totalling £17,000,000 (2016: £13,000,000). All dividends were paid to its parent Company First State Investment Management (UK) Limited. The Directors do not recommend a final dividend (2016: £Nil).

8. Debtors

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

For details of the prior year restatement please refer to note 15.

9. Deferred tax asset

10. Creditors: amounts falling due within one year

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

For details of the prior year restatement please refer to note 15.

11. Called up share capital

12. Reconciliation of movements in shareholders' funds

For details of the prior year restatement please refer to note 15.

13. Related party disclosures

Under FRS 102 1.12 - Related Party Disclosures, the Company is exempt from the requirement to

14. Ultimate parent company

The immediate parent undertaking is First State Investment Management (UK) Limited.

The ultimate parent undertaking and controlling party is CBA, which is the parent undertaking of the smallest and the largest group to consolidate these financial statements. Copies of CBA consolidated financial statements can be obtained from:

Ground Floor, Tower 1, 201 Sussex Street, Sydney NSW 2000, Australia or from the following website: www.commbank.com.au.

15. Prior year restatement

During the year there was a change in the accounting treatment for Long Term Incentive Plans ("LTIP") awarded to certain individuals within the organisation within the EMEA Groups' employing Company First State Investment Services (UK) Limited ("FSIS").

The LTIP Scheme operates in such a way that a profit "pool" is calculated in the year of award. This pool is then held for the next 3 years in an Employee Benefit Trust ("EBT") before vesting to beneficiaries.

Previously the expense relating to these awards was amortised over the four year lifetime of the award (i.e. the year of award and the 3 years of vesting within the EBT).

The change in accounting policy in the year was made to more closely align the LTIP expense with the revenue generation from which it is derived and the fact that there was no recourse to the Group should the awards be forfeited by the beneficiaries.

Following the change the LTIP expense is now no longer being amortised over four years, but recognised immediately in the year of award.

As FSIS recharges a portion of it expenses to the company, this change had the following effect on the 2016 financial statements:

Had this years' financial statement been prepared under the previous basis the effect on the Financial Statements would be: