UNISUPER LIMITED

ABN 54 006 027 121

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015

Contents Page

Directors’ Report 2 Statement of Profit or loss and other Comprehensive Income 7 Statement of Financial Position 7 Statement of Changes in Equity 8 Statement of Cash Flows 8 Notes to the Financial Statements 9 Directors’ Declaration 12 Auditor’s Independence Declaration 13 Independent Auditor’s Report to the Members 14

UNISUPER LIMITED (ABN 54 006 027 121)

DIRECTORS’ REPORT

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The directors present their report together with the accounts of UniSuper Limited for the year ended 30 June 2015 and the auditor’s report thereon. 1. The directors of the company at any time during or since the end of the financial year are:

Christopher Cuffe, BCom, FCA, F Fin, FAICD – Chairman – Age 55 Experience and expertise Appointed to the Board as an independent director on 13 April 2007 and elected as Chairman on 15 June 2011. Fellow of the Institute of Chartered Accountants, Fellow of Financial Services Institute of Australasia and Fellow of Australian Institute of Company Directors. Former CEO of Colonial First State Investments Limited and Challenger Financial Services Group Limited. Current directorships Third Link Investment Managers Pty Limited (Principal) Australian Philanthropic Services Ltd (Chairman) Fitzpatrick Private Wealth (appointed Chairman on 5 May 2015) Atrium Investment Management (appointed Chairman on 27 May 2015) Cuffelinks Pty Ltd (Principal) Primary Ethics Future Trust (Chairman) Global Value Fund Limited Special responsibilities Member, Remuneration Committee Member, Investment Committee Professor Jane den Hollander, PhD, MSc, BSc Hons – Director – Age 62 Experience and expertise Elected to the Board on 1 May 2012 by the Shareholder Universities to represent employers. Currently Vice-Chancellor of Deakin University, Geelong, Victoria. Previously held positions include Deputy Vice-Chancellor (Academic) at Curtin University, and senior management positions at the University of Western Australia. Professor den Hollander was a member of the Australian Government’s Office for Learning and Teaching Strategic Advisory Committee and until May 2015 was the Deputy Chair of the Universities Australia Board. Current directorships Education Australia Limited Special responsibilities None Melda Donnelly, BCom, CA – Director – Age 65 Experience and expertise Appointed to the Board on 16 August 2012 as an independent director. Retired on 15 August 2015. A Chartered Accountant and Founder and Chairperson of the Centre for Investor Education. Former positions include CEO of Queensland Investment Corporation, Deputy Managing Director of ANZ Funds Management, Managing Director of ANZ Trustees, Chair of VFMC, Chair of Plum Financial Services Pty Ltd. Current directorships Treasury Group Ltd Ashmore PLC (ceased 30 October 2014) Orion Asset Management Aurora Investment Management Pty Ltd JA Russell & Co Sdn Bhd BOH Plantations Sdn Bhd Special responsibilities Member, Investment Committee Member, Audit Risk & Compliance Committee

UNISUPER LIMITED (ABN 54 006 027 121)

DIRECTORS’ REPORT

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Dr Susan Gould, BSc (Hons), PhD, FAICD, GAIST (Adv) – Director – Age 61 Experience and expertise Elected to the Board by members of the Consultative Committee to represent employers on 11 November 2008. Former Deputy Vice-Chancellor (Services), University Secretary of the University of Newcastle. Fellow of the Australian Institute of Company Directors. Consultant to the Higher Education sector and a non-executive director within the not for profit and Government sector. Current directorships Otterstone Consulting (Principal) Phillips KPA (Key Associate) NSW Board of Nursing & Midwifery Board of Australia (appointed December 2014) Australian Institute of Superannuation Trustees (ceased 10 February 2015) Special responsibilities Member, Audit, Risk & Compliance Committee Chair, Remuneration Committee Chair, Insurance Committee Professor Paul Johnson, MA, DPhil, AcSS – Director – Age 58 Experience and expertise Elected to the Board on 1 January 2008 by the Shareholder Universities to represent employers. Appointed Vice-Chancellor, University of Western Australia from January 2012 and former Vice-Chancellor of Latrobe University from April 2007 to December 2011. Former Deputy-Director, London School of Economics and Lecturer/Reader/Professor of Economic History, London School of Economics. Former Governor, UK Pension Policy Institute. Holds MA, DPhil Oxford University, AcSS (Academician of the Social Sciences) and Fellow of the Royal Historical Society. Current directorships Perth USAsia Centre Go8 Ltd VenuesWest (appointed on 1 July 2015) Special responsibilities None Neville E Kitchin, FAICD, GAIST, DipSuper – Director – Age 58 Experience and expertise Appointed to the Board on 29 August 2013 representing national unions. Assistant General Secretary of the Public Service Association and Assistant Branch Secretary of the Community and Public Sector Union. Trustee of the Public Service Legal Scheme Board and a Justice of Peace. A member of the Public Sector Promotion and Grievance Appeal Tribunal and a representative on the South Australian Unions Executive Board. Member of the South Australian Government Superannuation Federation. Current directorships Health Partners Ltd Asbestos Diseases Society of South Australia City Child Care Centre Incorporated Special responsibilities Member, Audit, Risk & Compliance Committee Member, Insurance Committee Ian Martin AM, BEc (Hon), Adv Diploma AICD – Director – Age 62 Experience and expertise Appointed to the Board as an independent director on 18 April 2013. Former CEO of BT Financial Group and Global Head of Investment Management of Bankers Trust Corporation. Former Panel Member of the Superannuation System Review (the Cooper Review). Current directorships Argo Investments Limited (Chairman) Berkshire Capital Securities LLC (Vice-Chairman, Asia Pacific) Argo Global Listed Infrastructure Limited (Chairman, appointed 26 March 2015) Wayside Chapel Foundation (Chairman) Special responsibilities Chair, Investment Committee Member, Remuneration Committee

UNISUPER LIMITED (ABN 54 006 027 121)

DIRECTORS’ REPORT

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Grahame McCulloch – Director – Age 55 Experience and expertise Appointed to the Board on 14 February 2013 representing national unions. General Secretary of National Tertiary Education Union (NTEU), Education International (EI) Executive Board, Australian Council of Trade Unions (ACTU) Executive, Director, Federation of Education Unions. Current directorships Federation of Education Unions Pty Ltd Special responsibilities None Professor Michael Skully, BSBA, MBA, Grad Dip Econ, SF Fin, FCPA, FAIST – Director – Age 68 Experience and expertise Elected to the Board by members of the Consultative Committee to represent academic staff on 14 November 2006. Professor of Banking at Monash University. Current directorships Financial Services Institute of Australasia (ceased 21 April 2015) FINSIA Education Ltd (ceased 21 April 2015) Special responsibilities Member, Investment Committee Stephen Somogyi, MSc (Physics), SM (Management), FAICD, FIAA, FFin – Director – Age 67 Experience and expertise Elected to the Board by members of the Consultative Committee representing employers on 27 October 2014. Stephen is the Chief Operating Officer at RMIT, holding this position since 2006. He is a Fellow of the Actuaries Institute of Australia, the Australian Institute of Company Directors, and the Financial Services Institute of Australia, Stephen was previously an Executive Member of the Australian Prudential Regulation Authority (APRA), Chief Executive Officer of the CPI Group Ltd and has held various executive roles at National Mutual, including Chief Manager for New Zealand, Associate Director-Operations and Chief Finance Executive. Current directorships Safety Rehabilitation and Compensation Commission (Commissioner) OnePath Life Limited OnePath General Insurance Pty Limited Guild Group Holdings Limited Guild Trustee Services Pty Ltd ANZ Lenders Mortgage Insurance Pty Limited Spatial Vision Innovations Pty Ltd Higher Education Services Pty Ltd RMIT Foundation (Trustee) RMIT Training Pty Ltd RMIT Vietnam Holdings Pty Ltd Special responsibilities Chair, Audit, Risk & Compliance Committee (from 1 January 2015) Keith Tull, BBus (Accounting), Grad Diploma (Data processing), CPA – Director – Age 63 Experience and expertise Elected to the Board by members of the Consultative Committee to represent general staff on 23 November 2010. Employed at RMIT since 1990, formerly as both the Finance Manager and IT Manager within the School of Computer Science and Information Technology, currently employed as the Senior Finance Manager for both the School of Computer Science and Information Technology and the School of Mathematics and Geospatial Sciences. Special responsibilities Member, Insurance Committee Mark Perica, B Juris, LLB, MA, LLM – Alternate Director – Age 51 Experience and expertise Appointed as alternate director for Neville Kitchin on 18 December 2013. Senior Legal Counsel for the Federal Office of the CPSU (SPSF Group). Current directorships Australian Institute of Employment Rights (Treasurer) Special responsibilities None

UNISUPER LIMITED (ABN 54 006 027 121)

DIRECTORS’ REPORT

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Warren Snell, BEc (Hons), MEc, Hon DUniv, FAIM, FCPA – Director – Age 71 Experience and expertise Elected to the Board by members of the Consultative Committee to represent employers on 8 November 2005. Retired on 27 October 2014. Former Vice-President (Corporate), Edith Cowan University and former Director, ECU Resources for Learning Ltd (ceased 4 December 2013). Fellow of CPA Australia and Australian Institute of Management. Special responsibilities Chair, Audit, Risk & Compliance Committee (ceased 27 October 2014) 2. The company secretary is Anne Wright. Ms Wright was appointed to the position of company

secretary on 26 October 2010. Jane Panton was appointed supplementary company secretary from 10 March 2014. The qualifications and experience of Ms Wright and Ms Panton are as follows: Anne Wright holds a Bachelor of Laws (LLB Hons) from the University of Edinburgh and is a qualified lawyer in three jurisdictions, including Victoria. Prior to her current role, she was employed as the Assistant Company Secretary of the Aviva Australia Group from 2004 - 2009.

Jane Panton (BBus BSoc.Sci. DipSM GAICD FASFA) recently appointed to the Company Secretariat has extensive experience in the governance, risk and compliance area of the superannuation and financial services industry. Both Ms Panton and Ms Wright are holders of the Graduate Diploma of Applied Corporate Governance.

3. During the financial year, UniSuper Limited maintained an insurance policy to insure itself, the directors and officers of UniSuper Limited, the Fund and the Group. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the directors and officers in their capacity as directors and officers of entities in the Group, and any other payments arising from liabilities incurred by the directors and officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the directors and officers or the improper use by the directors and officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Group.

4. The company acts as trustee for UniSuper (the Fund) and did not carry on any business activity on its own behalf during the year to 30 June 2015.

5. The directors do not recommend the payment of a dividend and no dividend has been paid or

declared by the company since the end of the previous year and up to the date of this report. 6. In the opinion of the directors there were no significant changes in the state of affairs of the

company that occurred during the year under review not otherwise disclosed in this report. 7. There has not arisen in the interval between the end of the financial year and the date of this

report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect significantly the operations of the company, the results of those operations, or the state of affairs of the company in subsequent financial years.

8. The company will continue to act solely as trustee and, at the date of this report, the directors

believe the company will not carry out any business activity on its own behalf in the foreseeable future. Accordingly, no operating result is likely to arise in the future.

9. Since the end of the previous financial year no director of the company has received or become

entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors shown in the financial statements) by reason of a contract made by the company or a related body corporate with the director, or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest.

UNISUPER LIMITED (ABN 54 006 027 121)

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STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015

2015 2014 $ $ Profit from ordinary activities before related income tax expense - -

Income tax relating to ordinary activities - - Profit from ordinary activities after related income tax expense - -

Net Profit - - Other comprehensive income for the year, net of tax - -

Total comprehensive income for the year - -

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015

2015 2014 $ $

Note Current Assets Amount due from UniSuper 37 37 Total Assets 37 37 Total Liabilities -

-

Net Assets 37 37 Equity Contributed Equity 3 37 37 Total Equity 37 37

The statement of profit or loss and other comprehensive income and statement of financial position are to be read in conjunction with the notes to the financial statements set out on pages 9 to 11.

UNISUPER LIMITED (ABN 54 006 027 121)

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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015

2015 2014 $ $ Total equity at the beginning of the financial year 37 37 Profit for the year - - Total recognised income and expense for the year - - Total equity at the end of the financial year 37 37

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2015 2015 2014 $ $ Net cash provided by operating activities - - Net cash provided by investing activities - - Net cash provided by financing activities - - Net increase / (decrease) in cash held - - Cash at the beginning of the financial year - - Cash at the end of the financial year - -

The statement of changes in equity and statement of cash flows are to be read in conjunction with the notes to the financial statements set out on pages 9 to 11.

UNISUPER LIMITED (ABN 54 006 027 121)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant policies which have been adopted in the preparation of these financial statements are:

Basis of Preparation

The company acts as trustee for UniSuper (the Fund). These general purpose financial statements have been prepared in accordance with Australian

Accounting Standards (AASs), other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

Compliance with IFRSs Compliance with AASs ensures that the financial statements and notes of UniSuper Limited

comply with International Financial Reporting Standards (IFRSs). Historical cost convention The financial statements have been prepared on the basis of historical costs and except where

stated, do not take into account changing money values or fair values of non-current assets. 2. OPERATING PROFIT All expenditure incurred in administering UniSuper Limited was reimbursed from the Fund.

Accordingly, there was no result for the financial year, nor any information concerning Statement of profit or loss and other comprehensive income items required to be disclosed.

3. CONTRIBUTED EQUITY

2015 2014 $ $ ISSUED AND PAID UP CAPITAL 37 (2014 : 37) Ordinary shares of $1 each, fully paid 37 37

4. REMUNERATION OF AUDITORS

External audit services (paid by UniSuper): Auditors of the company Audit and review of financial reports 7,040 6,820

UNISUPER LIMITED (ABN 54 006 027 121)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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5. ASSETS AND LIABILITIES OF UNISUPER As described in note 1, the company acts as trustee for UniSuper. The assets and liabilities of

UniSuper are as follows:

2015 2014 $M $M ASSETS Cash assets 166 172 Receivables Contributions receivable 25 28 Prepayments 1 1 26 29 Investments – financial assets Equities - Local 22,566 20,200 - Overseas 9,856 8,626 Interest bearing securities - Local 7,405 6,893 - Overseas 1,837 1,441 Others, including short term deposits 2,728 1,682 Derivative assets 75 89 44,467 38,931 Non-financial assets Property investments 2,941 2,066 Infrastructure investments 2,609 2,202 Total assets 50,209 43,400 Less: LIABILITIES UniSuper Management Pty Ltd 7 9 Benefits payable 1 1 Sundry creditors 34 40 Derivative liabilities 100 44 Income tax payable 61 44 Deferred tax liabilities 846 531 Total liabilities 1,049 669 Net assets available to pay benefits at the end of the financial year 49,160

42,731

Comprising: Reserves 180 124 Member accounts 48,980 42,608 Total equity 49,160 42,731

6. COMMITMENTS

2015 2014 $ $ Capital commitments of UniSuper – investment related 122,334,639 150,651,897

UNISUPER LIMITED (ABN 54 006 027 121)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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7. RELATED PARTIES

(a) Key management personnel disclosures The names of each person holding the position of Director of UniSuper Limited during the

financial year were:

Christopher Cuffe Professor Jane den Hollander Melda Donnelly Dr Susan Gould Professor Paul Johnson Neville Kitchin Grahame McCulloch Ian Martin AM Professor Michael Skully Warren Snell (to 27 October 2014) Stephen Somogyi (from 27 October 2014) Keith Tull Mark Perica (alternate director for Neville Kitchin)

(b) Key management personnel compensation (paid by UniSuper)

2015 2014 $ $

Short-term employee benefits 986,529 863,446 Post-employment benefits 94,179 119,772 1,080,708 983,218

(c) Controlled entities

UniSuper Limited as Trustee of the Fund has a number of controlled entities, as follows:

Name of Entity Country of

incorporation Class of shares

Equity holding 2015 2014

AMP Properties Australia Trust Units 100% 100% Highlander Retail Holdings Pty Ltd Australia Ordinary 100% 100% Highlander Investments No 1 Pty Ltd Australia Ordinary 100% 100% Highlander Investments No 2 Pty Ltd Australia Ordinary 100% 100% Highlander Investments Trust Australia Trust Units 100% 100% Parkville Holdings Nominees Pty Ltd Australia Ordinary 100% 100% Parkville Trust Australia Ordinary 100% 100% TESS Property Holdings Pty Ltd Australia Ordinary 100% 100% TESS Property Trust Australia Trust Units 100% 100% UniSuper Forestry Investments Limited New Zealand Ordinary 100% 100% UniSuper Forestry Trust No.1 Australia Trust Units 100% 100% UniSuper International Investments Trust Australia Trust Units 100% 100% UniSuper Management Pty Ltd Australia Ordinary 100% 100% UniSuper Texas Tollroad Trust Australia Trust Units 100% 100% UniSuper Toll Road Trust Australia Trust Units 100% 100% Water Investments Trust Australia Trust Units 100% 100%

During the financial year, UniSuper Limited settled a claim made against UniSuper Management Pty Ltd in relation to administration services provided to UniSuper Limited under the Administration and Investment Services Agreement.

A member firm of Ernst & Young Global Limited

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Ernst & Young 8 Exhibition Street Melbourne VIC 3000 Australia GPO Box 67 Melbourne VIC 3001

Tel: +61 3 9288 8000 Fax: +61 3 8650 7777 ey.com/au

Auditor’s Independence Declaration to the Directors of UniSuper Limited

In relation to our audit of the financial report of UniSuper Limited for the financial year ended 30 June 2015, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct. Ernst & Young Graeme McKenzie Partner Melbourne 27 August 2015

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

Ernst & Young 8 Exhibition Street Melbourne VIC 3000 Australia GPO Box 67 Melbourne VIC 3001

Tel: +61 3 9288 8000 Fax: +61 3 8650 7777 ey.com/au

Independent auditor's report to the members of UniSuper Limited

Report on the financial report We have audited the accompanying financial report of UniSuper Limited (the company), which

comprises the statement of financial position as at 30 June 2015, the statement of comprehensive

income, statement of changes in equity and statement of cash flows for the year then ended, notes

comprising a summary of significant accounting policies and other explanatory information, and the

directors' declaration.

Directors’ responsibility for the financial report The directors of the company are responsible for the preparation of the financial report that gives a

true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001

and for such internal controls as the directors determine are necessary to enable the preparation of

the financial report that is free from material misstatement, whether due to fraud or error. In Note 1,

the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial

Statements, that the financial statements comply with International Financial Reporting Standards.

Auditor's responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our

audit in accordance with Australian Auditing Standards. Those standards require that we comply with

relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain

reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in

the financial report. The procedures selected depend on the auditor's judgment, including the

assessment of the risks of material misstatement of the financial report, whether due to fraud or error.

In making those risk assessments, the auditor considers internal controls relevant to the entity's

preparation of the financial report that gives a true and fair view in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of

accounting policies used and the reasonableness of accounting estimates made by the directors, as

well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion.

Independence In conducting our audit we have complied with the independence requirements of the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration.

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

Opinion In our opinion:

a. The financial report of UniSuper Limited is in accordance with the Corporations Act 2001, including:

i giving a true and fair view of the company's financial position as at 30 June 2015 and of its performance for the year ended on that date; and

ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and

b. The financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Ernst & Young Graeme McKenzie Partner Melbourne Date: 27 August 2015