FY19 Appendix 4E Annual Report

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APPENDIX 4E

DOMINO’S PIZZA ENTERPRISES LIMITED


Current Reporting Period: Financial Year Ended 30 June 2019
Previous Corresponding Period: Financial Year Ended 01 July 2018

SECTION A: RESULTS FOR ANNOUNCEMENT TO THE MARKET

PERCENTAGE AMOUNT
CHANGE % $’ MILLION

Revenue and net profit

Revenue from ordinary activities Up 24.4% to 1,435.4


Profit from ordinary activities after tax from continuing operations Down 6.0% to 114.4

Profit from ordinary activities after tax attributable to members Down 4.6% to 115.9
Net profit attributable to members Down 4.6% to 115.9

AMOUNT PER FRANKED PERCENTAGE


SECURITY (CENTS) PER SECURITY

Dividends

Final dividend in respect of full year ended 30 June 2019 - Payable 12 September 2019 52.8 100%

Record date for determining entitlements to the final dividend - 28 August 2019

Interim dividend in respect of half-year ended 30 December 2018 62.7 75%

30 JUNE 2019 01 JULY 2018


Net tangible assets per security

Net tangible assets per security (5.81) (5.70)

SECTION B: COMMENTARY ON RESULTS


Brief explanation of revenue, net profit and dividends (distributions).
For comments on trading performance during the year, refer to the media release.
The final 100% franked dividend of 52.8 cents per share was approved by the Board of Directors on 20 August 2019. In complying with
accounting standards, as the dividend was not approved prior to period end, no provision has been taken up for this dividend in the full
year financial statements.

ADDITIONAL INFORMATION
This report is based on accounts which have been audited. The audit report, which was unqualified, is included within the Annual Financial
Report which accompanies this Appendix 4E. Additional Appendix 4E disclosure requirements can be found in the Annual Financial Report.
domino’s pizza enterprises LIMITED annual report 2019
No bo dy d e l iv e r s like D o m in o ’s
This page has been intentionally left blank.
CONTENTS Chairman’s Message
CEO’s Report
Performance Highlights
Project 3-10
5
6
8
9

Australia
Australia & New Zealand Overview with CEO 10
Australia & New Zealand 2019 Highlights & Achievements 11
Australia & New Zealand Food Innovation 13
Australia & New Zealand Digital Innovation 15
Australia & New Zealand Operational Excellence 17
Australian Franchisee Case Study: Dave Burness 18
New Zealand Franchisee’s Case Study: Kaeyden and Liam Stops 20

Japan
Japan Overview with CEO 22
Japan 2019 Highlights & Achievements 23
Japan Food Innovation 24
Japan Digital Innovation 26
Japan Operational Excellence 27
Japanese Franchisee Case Study: Kazuya Fukumoto 28

Europe
Europe Overview with CEO 30
Europe 2019 Highlights & Achievements 31
Europe Food Innovation 32
Europe Digital Innovation 34
Europe Operational Excellence 36
French Franchisee Case Study: Tahar Chelli 38
German Franchisee Case Study: Philipp Servo 40

Corporate Responsibility 42
- Our People 45
- Our Community 53
- Our Environment 58
- Our Food 60

DIRECTORS’ REPORT 66
FINANCIAL REPORT 94

03 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


CHAIRMAN’S This year has been another milestone franchisees and shareholders, but also
message year for Domino’s Pizza Enterprises Ltd. for the communities in which we operate.
Not only has management delivered Our local stores are proud members of

JACK impressive operational and financial results


for the year, but the Company also made
thousands of local communities, and
this year we again invested in those

COWIN
important decisions for the future. communities. From disaster relief to local
doughraisers for community groups and
This year, Domino’s expanded our footprint, supporting educational scholarships,
and future potential, acquiring the rights to through to making meaningful progress
expand into Denmark and Luxembourg, towards reducing our impact on the local
with the first stores in Denmark already environment – Domino’s is committed to
opened. being a good neighbour as well as a great
company.
Our Company has expectations for
ongoing growth as we work to open more Our people are essential to our future.
stores closer to our customers. Now, as The board is confident we have the
the exclusive master franchisee for the people, culture and management depth
Domino’s brand in nine countries, on three to deliver on our growth ambitions. The
continents, with a combined population of franchisees featured in this report speak
more than 340 million people, we have a multiple languages, but in one voice – they
significant opportunity. are investing in our people and nurturing
the future franchisees and leaders of our
We are committed to building out this business. Our history is one of developing
opportunity in all regions, investing in our leaders from within, from store managers
most successful store managers and through to franchisees and executives.
franchisees, those who are eager to take Most recently, the benefits of this
on their first Domino’s store or to expand approach are being demonstrated by the
their existing, successful businesses. In executives and CEOs appointed in the
addition, we are strategically opening past two years in Europe and Asia. Their
more corporate stores to expand our decades of Domino’s experience, and deep
footprint. This strategy helps our understanding of our business and people,
customers, our team members and are already showing in the results they are
our shareholders, as we leverage the delivering.
benefits of scale in procurement,
marketing and operations. I anticipate that the next CEO of our
business is already a Domino’s employee,
The board is also committed to the and the subsequent CEO may already
prudent use of capital in support be delivering our pizzas somewhere in
of this strategy, the success the world, perhaps even working for a
of which can be seen in the franchisee featured within.
returns to our shareholders.
I am pleased that our Domino’s Pizza Enterprises is a business
dividend to shareholders with a bright future, and I am pleased to
will increase again this report on our progress so far.
year, by +7.1% to 115.5c
per share. In the past Jack Cowin
three years, Domino’s Chairman
Pizza Enterprises Ltd’s
dividend has increased
at a compound annual
growth rate of +16.3%.

For our business to


have a sustainable
future, we must
not only deliver
for our customers,

05 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


CEO’s Report

don meij

This financial year Domino’s Pizza remained strong at $84.9m. Every more opportunities to buy existing
Enterprises Ltd’s long-term vision to team member in Domino’s, from those stores new store openings were
create a truly global business – backed working in stores through to the global muted with 21 newly built stores – but
by the support of our shareholders to leadership team, is Hungry to be Better we achieved a milestone with the
invest in this vision – delivered a strong – continually innovating to improve our opening of Australia’s 700th store. ANZ
financial performance at a group level. digital platforms, our menus, and our underlying EBITDA declined by 4% to
Through the strategic acquisitions of operations. It is this approach that lifted $127.9m, with positive Same Store Sales
new markets, particularly in the past sales across our group on a Same Store growth of +2.4%.
six years entering Japan and Germany, Sales basis by +3.6%. I am very pleased
Domino’s now has a diversified with the performance of management Japan
portfolio of businesses that spans and team members in each region who Our Japan operations performed very
a range of market penetration and have contributed to this performance. strongly this year, with new products
maturity. We remain confident in the building out our barbell menu strategy.
ongoing growth opportunity in all of the Australia/New Zealand This provided new value offerings to
markets in which we operate. Our digital platforms in Australia/New balance our existing premium ranges,
Zealand saw record usage, selling more that have resonated with customers.
With a record underlying EBIT of than 2 million pizzas and sides in one This lifted total network sales by +22.2%
$220.8 million, an increase of +7.2%, week. New products, including our Extra to $591.4m, an increase of +8.4% on a
this strategy has also shown its Large (XL) range, helped deliver value Same Store Sales basis.
resilience. Domino’s has demonstrated for customers and franchisees.
it is a global, portfolio business that can Under new leadership, our digital, menu
continue to grow despite short-term, We continue to invest in helping and operational initiatives are having
local conditions in individual markets. franchisees understand the a positive impact. This has provided
Online sales (increasing +18.2% to $1.9 opportunities for growing profitability renewed confidence in the outlook
billion), delivered total global food sales in their business, as well as in Co- for our business in Japan, heightening
of $2.9 billion (+11.9%). As part of this Pilot initiatives that deliver in-store our expectations of the capacity for
long-term view we provided an outlook efficiencies and associated savings. more Domino’s stores. This Financial
at a group level that, for the next three We recognise our responsibility as one Year we opened an additional +81
to five years, each year we would lift of Australia’s largest franchisors, and stores, passing key milestones of 550
sales by between 3% and 6% on a Same are reviewing the recommendations and 600 stores. The success of this
Store basis, open between 7% and 9% of the Joint Parliamentary inquiry approach has supported our long-
of our network in new stores, with net into franchising to determine which term expectations for our network,
Capex of $60 - $70m. recommendations we can adapt to which have increased from 850 stores
improve our business, even before to 1000 stores.
This year we opened 179 new Domino’s these recommendations are finalised
stores and successfully converted and codified in regulation. I commend this report to you and, on
the remaining Hallo Pizza stores in behalf of the leadership team, thank
Europe to the Domino’s brand. The We made some important decisions for all of our employees, franchisees and
conversion of the former Hallo Pizza the long-term, including strengthening team members for their significant
stores in Germany was, as expected, a our franchisee group by purchasing achievements this year.
large contribution to one-off costs of back some stores into our corporate
$47.4m. Nonetheless, free cash flow network. Because franchisees have

06 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Europe
Our European operations delivered a With the opening of 77 organic new
positive performance at a group level, stores, Domino’s Pizza Enterprises
building out the large opportunity Ltd passed 1,000 Domino’s branded
already available to us. Management stores in Europe – an important
completed two acquisitions, milestone.Across all countries, new
Luxembourg and Denmark, both were menu initiatives, digital innovations and
strategic opportunities with strong strong operational performance lifted
geographic and cultural alignment to total network sales 15.1%, to $1136.9m.
our existing markets. This delivered underlying EBITDA 9.3%
higher at $81.9m, on Same Store Sales
The Netherlands and Belgium continue growth of 3.1%.
to perform strongly, with the rest of our
business benefiting from the lessons
learned in these growing markets. Don Meij
Our results in France did not meet Group CEO &
our expectations, but we are pleased Managing Director
with the initial indications of improved
performance – particularly in the
second half – with an experienced
Domino’s leader (himself a former
franchisee) improving the alignment
with our franchisees.

The team in Germany successfully


completed the conversion of
the acquired Hallo Pizza chain to
Domino’s, finishing the year with 327
stores. I recognise the significant
accomplishment of our entire team
in Germany who, after acquiring the
business less than four years ago with
fewer than 15 stores, now operate more
than 300 stores under the Domino’s
brand. Pleasingly, our first newly built
stores for the business have been
opened this year, by franchisees who
joined our business through acquisition,
and have demonstrated their belief in
Domino’s approach and vision.
2019
Performance
highlights 2522
STORES
GLOBALLY
Network sales
$2,897.3m
(+11.9%)

Online Sales
$1,942.9m (+18.2%)

NEW ORGANIC
STORES OPENED
Acquired 179
Luxembourg
and Denmark

UNDERLYING EBIT
$220.8M (+7.2%)

UNDERLYING EPS
165.0 CPS

EUROPE JAPAN

1097 65.8m 600 26.1m


STORES PIZZAS SOLD STORES PIZZAS SOLD

AUSTRALIA & new zealand

825 105.6m
STORES PIZZAS SOLD
GLOBAL

PROJECT 3TEN
Across three continents, Domino’s than five minutes from the time of Why are records
Pizza Enterprises offers customers order – was considered impossible. important?
unique menu items and ingredients Records show all of our stores what
tailored to local tastes. But worldwide The Groningen Floresstraat store in is possible. By setting records, we
there is one constant – every customer the Netherlands took up the challenge, challenge the status quo and discover
wants their pizza made fresh and hot setting a new benchmark of 3 minutes new and innovative ways to do things.
out of the oven. Throughout our history and 36 seconds. A new, ‘unbeatable’ This drives our business forward and
we have worked hard to deliver on this. benchmark. allows us to push the boundaries of
what’s possible for our customers.
Our goal is to prepare a hot,
freshly made pizza ready How do we make it
for carry-out within three happen?
minutes, or safely delivered The single most important
to our customer’s door within change we can make in our
ten minutes. Project 3TEN stores, is attitude. Investments
is our strategy to deliver in new technology and
on this goal, everything operational improvements
from developing world- are important, but our ability
first technology initiatives, to deliver on Project 3TEN
and increasing training for first requires leadership from
team members, through to our franchisees and store
opening even more stores
closer to our customers. WORLD RECORD DELIVERIES managers.

Why is Project
Groningen Floresstraat STORE To foster this attitude, Domino’s
Pizza Inc filmed a world record
3TEN so NETHERLANDS attempt in the Groningen
important?
JULY 2018 Floresstraat store. Domino’s has
When our customers are
now shared this documentary
hungry, they’re hungry now. 3 MINUTES, 36 SECONDS
as a central part of training and
development roadshows in all
We know from our research ---------- of our regions. Store managers
that time is the enemy of
are challenged to implement
food. The longer it waits, YOTSUYA STORE the proven tactics to reduce
the lower the customer
JAPAN delivery times in a phased
s a t i s f a c ti o n, whi ch
approach.
significantly decreases NOVEMBER 2018
after 20 minutes. Our data 2 MINUTES, 38 SECONDS These phases include steps
shows stores with faster such as utilising Domino’s
delivery times have higher predictive ordering, increasing
customer satisfaction scores; that That is, until the Yotsuya store in Japan the number of e-bike deliveries, and
their customers are more likely to took up the challenge and beat it – having ‘runners’ in peak periods taking
recommend Domino’s to loved ones; setting a new world record for delivery, pizzas out to waiting delivery experts.
and that they record higher sales, with a safe delivery time of 2 minutes Upgrading stores to faster ovens does
including through increased order and 38 seconds for an entire week. reduce cooking and delivery times, but
frequency. That’s a freshly made pizza ordered and Domino’s has found more time savings
delivered to your door almost before can be found simply by eliminating the
Domino’s Pizza Enterprises believes you’ve put down your phone. time meals wait for an available driver.
Project 3TEN is central to delivering on
our customers’ expectations, and our Every Domino’s region is now looking But the largest barrier still remains
future growth. at what is possible, setting their sights the distance from our kitchens to our
on new regional records, with Australia customers, which means to have the
“How did they do that?” targeting the first sub-six minute store fastest, freshest pizzas going out the
This has been a year of breaking in 2019. door at all times, we need to open
records. A five minute store – able to
more stores in every country in which
deliver all week at an average of less
we operate.
AUSTRALIA & NEW Zealand overview WITH CEO

NICK KNIGHT
Every hard working member of the It is not enough to be Australia and New
Domino’s team in Australia and New Zealand’s leading pizza company; to
Zealand should be proud of the be better we must continuously
achievements they have made this year. listen to our customers and
deliver an experience that is
While Australia has seen a number of rewarding. That is why we are
retailers reduce their footprints or close so excited about the launch
their doors, Domino’s has grown our of DOM Pizza Checker, which
network, our share of the pizza market, we believe is an essential tool for
and our share of the fast food business. our team members committed to
That result is due to the team members delivering the best pizzas for
working across our business, especially our customers every
those who put on their Domino’s uniform day.
every day.
We will continue
Every decision we made this year in to deliver on this
Australia and New Zealand was because commitment in the
we are Hungry to be Better. Whether we next 12 months.
have looked for incremental benefits
with the launch of a unique limited time Nick Knight
dessert, or a more expansive launch ANZ CEO
such as the Extra Large pizza range, our
goal is to deliver value for our customers,
improved franchisee profitability, and a
better business for our investors.

Our strategy remains unchanged;


delivering high quality meals to
customers, at an affordable price,
as quickly and as safely as possible.
Our focus on Project 3TEN remains
key to this strategy, which is why we
were pleased our store development
– opening more kitchens closer to
our customers – is almost exclusively
delivered by existing franchisees or
store managers. This includes our 700th
store to open in Australia, opened by a
successful, five store franchisee.

010 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


AUSTRALIA & NEW Zealand

2019 highlights
& achievements

DOM Pizza
Checker
a world first
technology to
check the quality of
each pizza; helping
team members make
and bake pizzas to
perfection.

Developed a new size (Extra Large) Provided more data and support
for franchisees, launching 700th Australian Domino’s store,
that delivers customers more value opened by a successful, five
and franchisees additional sales quarterly business reviews
through expanded Operations store franchisee.
and incremental margin.
360 program.

011 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Delivering for our

customers.
communities.
& shareholders.

012 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


AUSTRALIA & NEW Zealand

FOOD
INNOVATION
From limited time offers to launching new products
that are becoming mainstays of our menu, Domino’s
Australia and New Zealand delivered continual
menu innovation this year, to offer customers more
of the flavours they enjoy.

New products were added to the menu across the


range, from new pizzas, new sizes and new desserts
through to new side choices, including Kumara Fries
in New Zealand.

For new crust choices, the Garlic Bread Crust was


a very popular new addition, as was the 3 Cheese
Stacker limited time offering. Both were added
during Summer, when Domino’s launched our
biggest menu upgrade with a campaign aimed to
be the Official Pizza of Summer.

We work hard every day to give customers more


of what they love and this year we delivered some
of the best examples of this approach through our
menu innovation. The perfect example of this was
our December launch of “The Big One” – our biggest
pizza ever. While The Big One wasn’t designed to
be a core part of our pizza menu, it typifies our
approach to be the pizza for every occasion, even
the biggest celebration.

Similarly, our launch of the Extra Large pizza range


gave customers more choice and more value,
offering 50% more toppings and 50% more pizza for
only $3 extra. This was well received by customers
and franchisees, offering customers great value
at the same time as delivering franchisees an
increased average sale and improved margins.

New side and dessert options are important to build


sales, and Domino’s extended two already popular
options in these categories with new chicken sides –
Fried Chicken with four unique sauce options – and
desserts, including limited time Sundae offerings,
new Thickshake flavours including Salted Caramel
and Chocolate Cheesecake.

Domino’s also expanded our menu options for our


vegan customers, with a delicious Vegan Cheesy
Garlic Bread, as well as a Vegan Summer BBQ pizza
to deliver for this important, and growing, customer
group.

013 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Delivery is an ongoing
journey of constant
improvement.

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AUSTRALIA & NEW Zealand

DIGITAL
INNOVATION
This year we rolled out the most We know customers value their users, reflects the importance of this
significant innovation for our business time and don’t like waiting. Our team technology to our online offerings.
since launching GPS Driver Tracker in delivered “Notify Me”, which sends an
In stores Domino’s delivered
2015 – DOM Pizza Checker. SMS (opt-in) letting them know exactly
when their order will be ready in store. innovations designed to help our team
DOM Pizza Checker is designed to solve members be even more efficient. In
our largest customer tension point, With smart speakers becoming partnership with Master Franchisor
‘My pizza doesn’t look like it should’. increasingly common in Australian Domino’s Pizza Inc, our team delivered
This world-first technology uses a homes, Domino’s partnered with an iPhone version of the Domino’s
smart scanner above the cut bench Google to ensure our customers can Inventory App, to help reduce the time
to check the quality of every pizza; order their favourite pizza orders needed for this important daily task.
working alongside our team members through the Google assistant, using
We continue to refine our predictive
to help them make and bake pizzas to only their voice.
ordering, using machine learning to help
perfection every time. The technology
Domino’s also launched Augmented team members anticipate likely orders
can recognise, analyse and grade pizzas
Reality (AR) to help customers create as a core component of Project 3TEN.
based on pizza type, correct toppings
their ultimate, favourite pizzas through
and distribution, as well as share real- The team also responded to team
our existing app. At the end of this
time images of pizzas with customers. member feedback from stores, to
Financial Year we started rolling-out our
Our innovation team has delivered new mobile app, the largest upgrade to connect incoming stock orders with
a suite of projects this year to the the Pulse point of sale system, to
this significant customer touchpoint
benefit of our customers, and our team reduce data input errors and help store
since our first app was launched.
members. managers monitor and control their
The new app is designed to be faster,
more intuitive and more engaging, and stock levels.
our staged roll-out, initially to loyal

015 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


016 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
AUSTRALIA & NEW Zealand

OPERATIONAL
EXCELLENCE
To deliver the best experience for our strengthen our franchisee base. customer meals on arrival. This has
customers, Domino’s needs the best Our best improvements are driven been particularly important since the
performing kitchens, closer to our by our experienced team members. changes to labour costs associated
customers. This year we delivered a program of with the Modern Fast Food Industry
weekly incremental improvements, Award, which have required operational
Operations 360 is a solution including often identified by team members, to changes to offset higher labour rates
an extensive set of data that allows improve efficiencies and profitability. that appropriately reward our team
franchisees, store managers and For example, our innovation team members.
team members to measure and track automated the ability for franchisees
their performance, benchmarked and store managers to link stock From hiring through to day-to-day
against other stores. This year we ordering to our point of sale system, operations, we are always looking to
added quarterly business reviews to saving time and reducing data-entry deliver improvements for our stores.
Operations 360, with experienced errors.
Domino’s business consultants using We have worked relentlessly this year
the data at hand to work with stores to Project 3TEN underpins everything our to deliver operational improvements
identify areas for improved profitability stores work to achieve, with tangible to drive towards our goal of having
and operational performance. This work on everything from simplifying not only the most efficient, but also
has delivered positive results, with menus and packaging through to the smartest kitchens in our industry.
franchisees sharing their successes reducing the number of times where It’s important that innovation delivers
and lessons learned for the benefit of a team member delivers to more than a customer experience that is more
their peers. Equally it has seen some one customer on a single journey. seamless than ever before. Equally our
franchisees, who no longer have the This focus on single deliveries has goal is to ensure our team members are
passion or the capability to take their increased customer satisfaction scores supported by systems and technology
businesses to the next level, leave the because of the reduction in delivery that delivers a more rewarding and
Domino’s system, which will over time times and the improved quality of efficient working environment.

017 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Do whatever it
takes to
never lose a
customer
and teach all
your people to
think the same

DAvid
Burness
FRANCHISEE
2007 - 2019
Returned to Australia and bought three stores
on the Sunshine Coast. Doubled sales in those
2006 stores and expanded to two more stores
Sold six stores. Moved to
Netherlands with Domino’s
Pizza Enterprises as Chief 1995-2006
Operating Officer Built and bought more stores to have six in total
Received multiple awards in this time including Big Red for
Highest Average Sales for a franchisee, Silver Challenge,
Gold Challenge, Multiple Rolex Challenge

1993 1995
Corporate roles: Trainer, Franchised first store in Brisbane
Area Manager,
National Training Manager

1991
Started as store manager
with a franchisee

When university student David Burness Key to that growth has been a range of

DAvid needed a job, a franchisee he knew


convinced him Domino’s might be
programs he has delivered that teach
core skills, recognise and promote

Burness a good short-term option while he


finished his studies in journalism and
politics. That was 28 years ago.
talent, and celebrate success including;
a Manager in Training Competency
handbook to develop assistant
FRANCHISEE managers, and a Manager Sponsorship
Now countless other young Domino’s program to help managers become
team members have benefitted franchisees.
from the lessons in leadership and
communication he learned at university, “Since I’ve started, many of our team
and especially from his decision to have earned promotions to managerial
forge a new career path they have since roles. We only ever hire managers from
followed. within our stores. Ten of those managers
have gone on to become Domino’s
Awards
David credits Dallas-based franchisee franchisees.”
Multi Unit franchisee of the year
Mike Yaw for the initial inspiration
Home grown franchise development
to become a franchisee himself. He If I could give any advice to a driver
2 x Leadership Eagles
has since taken that inspiration to starting their Domino’s career today,
5 x $1,000,000 clubs
build successful, multi-unit Domino’s it would be: To quote one of the great
4 x $2,000,000 clubs
franchise businesses not once, but Presidents, “Ask not what your store
twice. His first he sold to become a can do for you, but what you can do for
leader in Domino’s developing business your store”. My attitude when I was an
in the Netherlands. Then after returning employee was that if I did more work
Stores
to Australia, David became a franchisee than I was paid for, one day I’ll be paid
Gympie
again, initially with three stores, later for more work than I do. Don’t work to
Maroochydore
grown to five. a clock, work to a task and don’t stop
Maryborough
until that task is done really well. If you
Nambour
Despite this remarkable achievement do this, you make yourself very valuable
Noosa
(accompanied by an extended list of and valuable people get rewarded.
awards and sales records earned along
the way) David considers the most A motivational saying I live by:
rewarding part of his Domino’s career Appreciate the ordinary things in life,
to be the growth he has fostered among they happen every day.
young team members.

019 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Every person makes a
difference - today’s
dishwasher is
tomorrow’s franchisee
liam &
Kaedyn
stops
FRANCHISEEs
2018
Won Domino’s Leadership Eagle award

2018
Became franchisee’s for
Taupo Store
2016
Became franchisee’s for Koutu Store

2010-2011 2013
Kaedyn followed by Liam Became youngest Franchisee’s
became managers at Napier at 18 and 19 years old
Rotorua Store

2006 - 2007
Kaedyn followed by Liam
start working in store at
Hastings as dishwashers and
wobbleboarders

Brothers Liam and Kaedyn Stops did not The road map to their success has

liam & start their Domino’s journey with grand


ambitions. The youngest Domino’s Pizza
been their customer focused approach.
Customers are at the centre of their

Kaedyn franchisees in New Zealand started with


more modest goals - joining Domino’s at
business and they are always seeking
innovations or improvements that

stops
12 years-old washing dishes and ‘wobble enhance their service.
boarding’ outside the Hastings store.
The brothers show a level of leadership
FRANCHISEEs They quickly moved onward and well beyond their years, which was
upwards to other in-store roles; by the recognised at this year’s Domino’s Rally
age of 14 they were running shifts and for Australia/New Zealand where they
then moved into manager roles two were awarded a Leadership Eagle.
years later.
The Stops brothers understand running
Awards The Stops brothers recognise the a successful Domino’s franchise is a
Rotorua Retail Business award important training they received along team effort - not only are they a close
Leadership eagle the way - their first franchisee was an team themselves, but also they have
important mentor, and their father was built a strong team in their stores.
a small business owner himself.
They are focused on staff development
The brothers decided to purchase their and, with a group of excited staff
Stores first store in Rotorua when they were 18 members who share their passion for
Napier and 19 respectively. With a firm business the business, they expect to be a mentor
Rotorua plan guiding them they have now bought themselves to the next generation of
Koutu a total of three stores in nearly six years, Managers and Franchisees.
and plan to own five stores in five years.

021 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


JAPAN overview WITH CEO

Josh Kilimnik
I am very proud of the hard work and Pizza, while building more customer
commitment from all our franchisees frequency through our Barbell Menu
and team members this year. In stores, Strategy, outlined in more detail in this
in the field, and in our offices, they have report.
delivered an outstanding result for
Domino’s Pizza Japan. Ultimately, Project 3TEN remains as
important in our business as in other
Last year I wrote that we saw in Japan “the Domino’s Pizza Enterprises markets;
opportunity to implement new ideas to our customers value convenience,
grow customer counts and sales, using and their time, and want meals safely
tried and tested promotions and tactics delivered fast, or available for carry-out
that have proved successful in other with no delay. Domino’s Japan was proud
markets.” I am pleased to say this has to set a new benchmark this year,
come to fruition with significant menu with a world record that will be
innovation and technology roll-outs, challenging for any store
including the Coupon App and Just Time to beat.
cooking, driving the most significant lift in
Same Store Sales in many years. We are confident with
the foundations we
All of our team recognise this is not the have put in place this
end of our journey, but the very beginning. year, and the strategy
We have a great opportunity in front of to deliver even
us, and we look forward to building out stronger results in
the Japanese market in the months and the years ahead. I am
years ahead. very pleased that our
franchisees share
Domino’s Pizza Japan passed 600 stores this confidence,
this year – a significant milestone. We and are increasingly
did not believe our original long-term building their small-
store target of 850 stores adequately and medium-
reflected the market opportunity, and sized businesses
have increased our planning to target into multi-unit
1000 stores. We believe this larger franchises.
opportunity reflects the increased carry-
out and delivery customers we can reach I look forward to
by building more stores closer to our delivering even more
customers. progress .

In Japan, the typical Domino’s customer Josh Kilimnik


chooses to order our meals to celebrate CEO & President Japan
special occasions. Our plan is to retain
that premium market, with high-quality
menu offerings such as our Superstar
japan

2019 highlights
& achievements

JUST TIME
COOKING
using location-based
technology to give
carry-out customers
a hotter, fresher
meal, straight out of
the oven when they
arrive

Improvement of digital environment was


remarkable in the second half. In historically
long national holidays (i.e. 10-days golden
week), the highest number of sessions
in one day exceeded Christmas day
(traditionally the busiest day).

A new menu strategy – the barbell – is Delivered The Yotsuya store achieved
providing customers with more choices, Same Store Sales Growth a world record delivery
and value, to extend beyond the of +8.4%. of 2 minutes and 38 seconds.
premium, special occasion market.

Review of market potential and increased


600th store opened in June, Digital sales grew more than 20.6%, with
franchisee appetite for stores lifted long- more than 64% of sales online –
regaining #1 position in the pizza
term store outlook to 1000 stores. a DPJ record.
category by store count.

023 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


japan

FOOD
INNOVATION
japan

FOOD
INNOVATION
A re-focus on our core menu has been occasions, but management recognised
delivering for Domino’s Pizza Japan, and an opportunity in building and meeting
customers, this year. customer demand for other meal
occasions. In the Second Half, Domino’s
At the heart of this approach is the Pizza Japan launched the largest menu
data-driven use of customer insights. upgrade since Domino’s Pizza Enterprises
These insights identified products and acquired the region in 2013, adding a
marketing approaches – particularly value-focused, single-customer targeted
those highlighting Domino’s high-quality range, to add to the existing premium
ingredients – that excite customers. menu offerings.

Using this approach, Domino’s Pizza This Barbell Menu Strategy has been well
Japan launched multiple, successful received by customers, who can now
new products in the First Half, including choose from premium menu options
the Cheese Burst Crust, and the Ultimate including the ‘Superstar’ – with wagyu
Italian pizza range, which lifted Same Store beef and tiger prawns – through to the
Sales. Customers were equally excited by American Classic Range. The new menu
the addition of the authentic New Yorker strategy has also delivered for franchisees,
range in January, mirroring the success of increasing customer frequency without
this product in other markets. losing Domino’s position as a special
occasion meal.
Domino’s Pizza Japan has built a
successful business on delivering
high-quality meals catering for special

025 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


japan

DIGITAL
INNOVATION

Significant investment in prior Financial Just Time Cooking delivers carry-out


Years ensured Domino’s Pizza Japan customers a hotter, fresher, meal – using
moved onto the OneDigital online sales location-based technology to inform in-
platform. OneDigital is technology store team members when meals should
developed by Domino’s Pizza Enterprises be prepared so they are fresh out of the
and rolled-out to all of the Company’s oven just as customers are arriving to pick
international markets. up their order.

This Financial Year the benefits of that Domino’s Pizza Japan launched the
investment have started to deliver for Coupon App, offering similar functionality
not only the digital development teams, to the Offers App in Australia and
but also in-store team members and New Zealand. Since September 2018,
customers. more than 700,000 customers have
downloaded the Coupon App, giving
Domino’s has recently launched Just Time customers improved value on individual
Cooking, building on the success of similar menu items and meals. The Coupon
technology in our other markets. Just App provides Domino’s Pizza Japan an
Time Cooking built on the development important, additional marketing channel
of On Time Cooking, which helped team for existing and new customers.
members and customers in Australia.
japan

OPERATIONAL
EXCELLENCE
Domino’s Japan recognises Project implemented to cater for heightened
3TEN is as relevant to delivery and demand – expected to be many multiples
carry-out customers in Japan as in other of typical daily volume – and the Domino’s
international markets. Pizza Japan team delivered. Online
ordering volumes surged to five times the
Just as our customers value our focus normal daily volume of online ordering,
on improved menu offerings, and a more with almost 700,000 pizzas sold online
seamless ordering experience, they also in the week leading up to New Year’s Eve.
value their time – and all team members In all, 128 stores broke their monthly sales
are committed to delivering on that record in December.
expectation. In the prior Financial Year,
Domino’s launched 20 Minute Mission, The planning and execution ensured
demonstrating to customers Domino’s team members were able to deliver for
market-leading ability to target, and our customers during other periods
achieve, deliveries in faster than 20 of high demand, including this year’s
minutes. “Golden Week” celebrations – 10 days of
consecutive national public holidays.
This year a nationwide roadshow –
building on the success of 20 Minute
Mission – focused on safely reducing
delivery times. Franchisees, store
managers and team members learnt
best practice lessons from other regions
and were committed to challenging
themselves to materially reduce delivery
times.

After Domino’s Netherlands set a new


global benchmark for fast, safe deliveries,
Domino’s Japan were determined to re-
take the crown as the world’s fastest
delivery team. After significant planning
and commitment from every team
member, the Yotsuya Yonchome store
set a new benchmark for delivery with a
new world record for Domino’s deliveries
– averaging 2 minutes 38 seconds for an
entire week.

Menu and digital innovations lifted weekly


sales and customer counts across the
country, including during the Christmas
period – traditionally the busiest time for
Domino’s Pizza Japan.

It has taken a whole team effort to D-Pit: A specially branded garage at one of our Tokyo stores, highlighting
respond to this challenge. This year Domino’s expertise in fast, safe deliveries
additional preparation and planning was

027 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Make sure you
always express
your thankfulness
and respectfulness
to the customers

Kazuya
Fukumoto
FRANCHISEE
2015-2017
Purchased four more stores
2018
andawardedFranchiseOwnerof the Year
Purchased fifth franchise store

2015
Purchased first franchised store 2014
Nominated manager of the year

2009
Store Manager

2005
Hourly wage driver

Kazuya Fukumoto remembers what first training program to help managers


attracted him to Domino’s. After earlier learn the fundamental components of

Kazuya jobs including work in a vintage fashion


store, Kazuya joined Domino’s in 2005,
running a successful Domino’s store
– and a bonus system that rewards

Fukumoto
because the hourly wage was higher high achievement. It’s a model that is
than comparable jobs. delivering results.

While the initial pay was what “I am very proud of my store managers.
FRANCHISEE encouraged Kazuya to join Domino’s, it Every single manager has achieved a
has been the opportunities available to 5 star OER rating* and won domestic
him that have kept him in the Company. awards. I really love to see how my
managers exceed my expectations.”
Kazuya worked as a delivery driver
for four years before becoming a Kazuya’s plans for the next stage of his
manager in training, ensuring he had Domino’s journey includes becoming
Awards
the fundamental understanding of what the dominant pizza restaurant in the
Manager of the year nominee
is needed for a high performing store. Kyoto and Nara prefectures, developing
Franchise owner of the year
It was that knowledge that saw him new territories in West Japan and
nominated as Japan’s best manager, supporting his store managers to
and opened up more job opportunities, become franchisees themselves.
including becoming a franchisee himself.
The most important lesson I have
Stores learned within Domino’s:
And it is those opportunities that he CAN DO!!
Moriyama
is delivering to other young managers
Hikone If I could give any advice to a driver
who want to build their own Domino’s
Uzumasa yasui careers. starting their Domino’s career today, it
Nishioji hanayacho would be: Always set your own goals!
Kawaramachi Marutamachi Using his background as a highly- *OER is defined as operations
regarded store manager, Kazuya has evaluation report.
built a successful operational and

029 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


EUROPE overview WITH CEO

ANDREW RENNIE
This year has been one of significant ever before. I am very pleased with the
achievements for the Domino’s Pizza performance in all of our markets this
Enterprises business in Europe. From year delivering on this strategy. From the
setting a new world record for deliveries, successful trial of a loyalty program in
to developing new technology that is the Netherlands, and the development
positioning Domino’s as the favourite of some very popular seasonal menu
pizza brand in all of our markets, and offerings in France, through to the
reducing delivery times as a focus on unrivalled speed in converting 124 Hallo
Project 3TEN – the teams in all of our Pizza stores to Domino’s stores in
countries have delivered innovations they Germany. Our teams are working
can be proud of. hard every day to deliver for
customers, for our franchisees,
This year we passed a significant and for investors.
milestone of 1000 Domino’s branded
stores in Europe. It is perhaps even more In all countries our
significant for our long-term outlook that franchisees are essential
this milestone means we are not even partners in this approach;
at the halfway point to delivering on our building their businesses
plans for the business in Europe, and our while training the next
long-term outlook of 2850 stores. This generation of team
year that outlook was increased following members, store managers
the strategic acquisitions of two smaller and future franchisees who
markets in Luxembourg and Denmark, will help Domino’s deliver our
and because of our positive outlook on planned growth.
the future of our Belgium operations.
I am very pleased to
In the coming years we intend for provide this update on
Domino’s Pizza Enterprises business in the achievements of the
Europe to be the largest single driver of Domino’s Pizza Enterprises
revenue in our business. To get there, European business for this
we will work hard every day to deliver for year, and look forward to
our customers; preparing and delivering continuing to deliver on our
pizzas fast and safely under Project plan in the year ahead.
3TEN, and with ongoing menu and digital
innovation that make our customers’ Andrew Rennie
orders more convenient, and tasty, than CEO Europe

030 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


EUROPE

2019 highlights
& achievements

1000 stores
Domino’s Pizza
Enterprises passed
1000 Domino’s
branded stores
in Europe with
the successful
conversion of
acquired Hallo Pizza
stores.

The Groningen Florrestraat store The long-term outlook increased to 2850


(Netherlands) achieved the first, sub-five- stores, with two acquisitions and a review of
minute, world record delivery week at 3 the potential of our Belgium business.
minutes and 36 seconds.

Digital platforms delivered double-


Domino’s Pizza Enterprises secured the
digit network sales growth, with newly
master franchise rights to Denmark, and
converted stores achieving sales uplifts
Luxembourg
through Domino’s Pizza Enterprises’
(completing the Benelux* region).
proprietary systems.

*Belgium, Netherlands, Luxembourg

031 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


EUROPE

FOOD
INNOVATION
Our approach to food innovation is both consistent,
and localised. Our consistent approach uses high-
quality ingredients at an affordable price, exceeding
customers’ expectations even when delivered
to a home, workplace, or even a park. Our food
innovation is also localised, so that we delight
customers with local flavours, and traditional
favourites they have grown to love. This year our
food innovation has delivered on this approach
across Europe.

032 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


France Germany Benelux

In France, Domino’s has delivered After making changes to our core In the Benelux, Domino’s introduced
a range of new menu items, from pizza offering, including enhancing three new pizza range offerings
seasonal limited time offerings, through our pizza sauce in the prior financial including the Winter Warms range
to new crust options, to new sides and year, Domino’s Germany has added – with traditional Dutch flavours
snacks. additional menu offerings aimed at new Boerenkool and Rookworst (kale and
customers, and new menu occasions. smoked sausage).
Our new Cal’z range – Calzone
sandwiches – has added an attractive Our goal is to delivery more options Our customers loved our cheese-
new option, particularly for carry- to customers, so they can choose the focused promotion featuring Beemster
out customers looking for a single- flavours, menu offering, and occasion, (a traditional Dutch cheese) on three
person meal. The Cal’z range includes that suits their appetite and occasion. limited time offer pizzas, and Gouda
Domino’s popular mozzarella, as well cheese nuggets as a tasty side.
as meat and fish choices including roast Domino’s Germany now offers two
chicken, ground beef and tuna. vegan pizzas, adding the Ventura Vegan More recently, customers welcomed
Pizza to the Cape Verde Pizza, which the roasted range, meeting a broad
Our pizza offerings have been built have been well received by this growing range of appetites with pizzas featuring
out with new crusts (including the customer base. roasted chicken and roasted beef, as
Hot Dog crust for a limited time), new well as a new vegan pizza featuring
ingredients including chorizo, and new Our local development team have also roasted vegetables.
recipes including two targeted at our introduced two new wraps, particularly
vegetarian and vegan customers. aimed at the lunch market, with a Our dessert offering continues to be
vegetarian (Greco) wrap, and a spicy strong in the Netherlands and this year
Our development kitchen has also chicken wrap. we launched the Choco Lotta Pizza –
created a uniquely French dessert 15cm, Belgian-chocolate rich dessert,
– Caramel Bread – a delicious treat Domino’s Germany continues to that adds an important option for
delivering great value for both innovate with the core pizza menu, customers sharing a meal.
customers and franchisees. including a Geschmack von Welt (Taste
of the World) range, featuring popular Thickshakes have now been rolled out
Domino’s France this year brought offerings from around the world to all stores in the Netherlands, with
back one of our most popular seasonal including BBQ Chipotle Chicken Pizza. three traditional flavours – Strawberry,
offerings – Raclette – to the menu. Vanilla and Belgian Chocolate – and
The Raclette Pizza, with its trademark With thickshakes adding an important three premium flavours; Iced Coffee,
melted cheese and unique flavour, has additional pillar to our menu offering Triple Chocolate and Creamy Cookie.
been a very popular addition for the in other regions, initial testing of This popular, all-natural product, is now
winter months, and its return this year thickshakes in selected markets have in initial testing in Belgium. Domino’s
was welcomed by customers, coupled shown promising results. Netherlands has also recently launched
with the addition of a new, Fondue Pizza ‘The Big One’ – our largest pizza ever,
to the range. delivering four different recipes in one,
aimed at special events and gatherings.

033 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


EUROPE

DIGITAL
INNOVATION
EUROPE Germany Benelux*
DIGITAL A single brand, and single technology
platform, will deliver benefits for our
Our digital development team in the
Benelux continue to lead the way
INNOVATION franchisees and customers. for our European business, and for
Domino’s Pizza Enterprises more
With the successful conversion broadly. After pioneering multiple
Digital innovation continues to deliver
of acquired Hallo Pizza stores to successful digital innovations that have
benefits for Domino’s customers and
Domino’s, our team in Germany delivered dividends in other markets,
in-store team members. Our goal is to
has been able to leverage our own the team are committed to continued
use technology to make our kitchens
marketing channels, delivering positive improvement.
more efficient, and our customers
initial results. These efforts have seen
ordering experience more seamless.
a double-digital increase in email This year the team successfully trialled
subscribers, significant take-up of our a customer loyalty program in the
Key projects in our European business
new web push notification channel, Netherlands, offering customers the
have delivered on this goal this year, but
and delivered a record week of sales ability to earn points for every pizza
we recognise that continued innovation
generated through the Offers App. and be rewarded for their loyalty with
to keep up with, and ahead of, our
free pizzas. Other Domino’s Pizza
customers’ expectations is essential
With a higher store penetration Enterprises countries are working
for our future growth.
and ability to reach more areas of closely with our Netherlands team to
Germany than ever before, Domino’s determine if, and how, a loyalty program
France has launched a local equivalent of would suit their local customers.
“Order Anywhere”, Domino’s Überall.
Our owned digital marketing channels,
With similar functionality to the The Benelux team launched two
particularly email and SMS, give us an
offering in France, and building on initiatives to help customers enjoy
opportunity to provide great value to
the successes from the Benelux and sharing meals even more. Domino’s
our customers – growing both order
Australia/New Zealand, our local stores Netherlands now offers payment
frequency and average ticket – and
expect this will become an increasingly integration with Tikkie – the first
increased sales for franchisees.
popular way customers will order, as platform to allow friends to pay each
The success of this approach was
customers recognise its simplicity and other back quickly and simply over
demonstrated with record breaking
convenience. WhatsApp. The development team
online sales for Black Friday and Cyber
also launched the Domino’s Dating App,
Monday – two traditionally US-based
The speed of orders, for carry-out which matches potential dates using
shopping holidays aimed at value-
and delivery, remains an important one of the most important criteria for
driven consumers that have grown in
differentiator for Domino’s customers, relationship success – their favourite
France.
and Domino’s Germany has reinforced pizza. The Dating App demonstrates
this with the launch of a 15-minute pick- once again Domino’s position as the
Domino’s France broke its own records
up guarantee, launched in the Second brand that delivers for customers. The
for online ordering, order counts,
Half. This guarantee has already proven announcement of the Dating App made
total network sales volume, and the
popular with time-poor customers international news as an innovative and
percentage of orders driven from email.
looking for new lunch options. To fun way to connect pizza lovers.
help give Domino’s kitchens the edge
Domino’s aim is to ensure customers
on delivering to our customers fast, For carry-out customers, the team has
using our app get the best possible
Domino’s unique predictive ordering launched a 15 minute pickup guarantee
experience, and the Company has
has been installed in trial stores in during lunch hours, driving more sales
partnered with Rakuten TV to become
Germany showing positive initial during this important meal occasion.
the official delivery company of chill
results.
nights in with My Movie – offering the
The success of Domino’s investment
possibility for customers to purchase
Together, these digital innovations in continued digital innovation was
movies and television shows with their
helped Domino’s Germany set a new demonstrated in the First Half when
favourite pizzas.
record for online sales in the First Half. more than 95% of deliveries in the
Benelux were placed online.
This year Domino’s France launched
Our digital initiatives are not only
Domino’s My Spot – allowing customers
focused on benefits for our customers.
to drop a location-based pin using their
Domino’s Germany this year rolled out
mobile app to have pizzas delivered
a new print portal, for Franchisees to
wherever they are.
access to deliver local store marketing
faster, and at a lower cost. *Belgium, Netherlands, Luxembourg

035 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


EUROPE

OPERATIONAL
EXCELLENCE
Project 3TEN – where stores aim to prepare a carry-out
order in three minutes, and deliver it safely within 10
minutes, is central to our European business. Some
stores have set world records this year, setting the
standard for the rest of Domino’s Pizza Enterprises, as
well as other master franchisees globally. Other stores
have set records for their towns, their regions and their
countries. But what is most important to us is the con-
tinual journey of improvement that all stores are taking.
Even if they have not broken a global record, they are
working each day to safely reduce their delivery times
– impressing their customers, winning new customers
and improving their store operations and profitability.

036 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


France of franchisees, store managers and benchmark of 3 minutes 36 seconds
Three French stores have team members, to ensure the German average delivery time for one week in
demonstrated the possibilities of business has world-class operations. the First Half. As a business, we never
Project 3TEN this year, with other This investment is already delivering believe we have arrived, and are always
franchisees and corporate managers results. seeking our next challenge. After
learning from their experiences. The Domino’s Pizza Japan subsequently
Lyon 7 Sud store narrowly missed Domino’s Germany trained 220 surpassed this world record effort,
breaking 10 minutes average delivery team members, a record, through Domino’s Benelux are eager to once
time for a week (10 minutes 2 seconds), the company’s internal Management again show customers, and other
while Le Rheu (8 minutes 59 seconds) Training Program. This provides Domino’s markets what’s possible.
and Paris 16 Sud (8 minutes 51 seconds) essential training to upskill existing
demonstrated sub-10 minute delivery managers, enabling them in turn to The Benelux team measure
times are achievable. This is an coach and lift performance in their every aspect of their operational
important milestone for our French store. The first German store to receive performance and challenge stores
business, which team members intend a 100% mark on Domino’s OER audit (a to grow with regular competitions
to surpass in the coming year. measure of alignment with Domino’s targeting areas for improvement.
operational requirements and food Previously one store each week
In our last Annual Report, Domino’s safety and handling) was achieved was celebrated for their operations
France celebrated the success of the this Financial Year. This performance improvements (for e.g., reducing the
Product Master program, a program was a direct result of the increased time required for deliveries to leave
developed in consultation with focus on operational performance the store). Now, individual competitions
Domino’s Pizza International to train and customers are also noticing the focused on operational and sales
in-store product ‘masters’ who teach improvement – customer satisfaction targets have increased buy-in from
operational excellence to other team scores reached a record high in the stores across the country. Each win
members. The success of this program First Half, setting a new challenge for by an individual team is celebrated by
has now seen it rolled out to all existing the team to exceed. the store and by peers on our online
and new stores in France. network, Workplace.
Two stores set new delivery records
This program recognises the for the country, with the Berlin Mitte The priority operations project for the
importance of investing in our team store achieving a week of deliveries Benelux team is a Train the Trainer
members. The culture and growth in 13 minutes 55 seconds, and the program – aimed at store managers
opportunities in our business sees Hamburg Eimsbüttel store achieving who will then be able to deliver new
our best managers taking the step to 15 minutes and 19 seconds. These skills to their own team members.
become franchisees. Domino’s France records are among the best in class for Where previous training has been
has recognised this opportunity and Germany, but the team in Germany are designed to reduce bottlenecks in
developed a new Emerging Leaders committed to matching, and beating, stores, making deliveries and carry-
program to provide even more their colleagues‘ performance in France out orders faster, the new training adds
opportunities to young, emerging and the Benelux. important additional new skill sets.
leaders to reach their potential. The
program, built in partnership with the Benelux* Initial training is focused on enhanced
Chamber of Commerce and Industry, Several initiatives over the past rostering (to maximise both customer
helps to give team members the keys few years have demonstrated the service and store profitability) as well
to small business ownership. This operational excellence of the Domino’s as dough and product master classes.
year, four participants in the first team in Belgium and the Netherlands. Because more customers are choosing
class of 10 Emerging Leaders, have With the acquisition of Luxembourg, to dine-in at Domino’s stores, team
become franchisees themselves. and the planned opening of our first members are receiving hospitality
store in the country this calendar training to deliver better service to this
Germany year, the team remain committed to customer group.
Our team in Germany surpassed continued improvement.
The increased training and hard work
expectations this year with the
The Groningen store epitomised of our team members is delivering
successful integration of 124 Hallo Pizza
this approach, targeting a new World results – product quality and customer
stores into the Domino’s business. Not
Record for the Domino’s system, under satisfaction (Net Promoter Scores)
only were 11 more stores converted
five minutes for an average delivery have increased, and the Benelux team
than the original business plan on
across an entire week. Colleagues is committed to delivering ongoing
acquisition, but also the speed of the
from Domino’s Pizza International improvements.
transition outpaced similar conversions
for Domino’s Pizza Enterprises. filmed a documentary on the effort to
Significant investment has been made teach other master franchisees what
this year in training and development is possible, and the team set a new *Belgium, Netherlands, Luxembourg

037 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Everything is possible
with will power and
patience. If you do your
job well, you will climb
the ladder and maybe
replace me one day

Tahar
Chelli
FRANCHISEE
2017
Won
Rolex
2016 Challenge
First Franchise
Nantes JulesVerne store 2018
Buys the four stores in Rennes
Won Rolex Challenge
2013
Store Manager oftwostores

2010
Elected French Manager of the Year and
EMEA Manager – WonRolex Challenge

2009 2006
Store Manager Assistant Manager

2005
Pizza Maker

2001
Delivery Driver

Like many successful Domino’s plans for further expansion. The key

Tahar franchisees, Tahar Chelli joined the


company while he was studying. It was
to his success has been ensuring his
team members have the best possible

Chelli while at university studying computer


science that Tahar was looking for work
to support himself. “I needed a job, and
training. He first built a training program
in Nantes that is still delivering results;
the graduates of that program are still
FRANCHISEE Domino’s was hiring.” That was 17 years working in Nantes, or have joined Tahar
ago. in his new business in Rennes.

Since that time Tahar has progressed “In fact, every time I train a new
from being a delivery driver, to a leader. employee, I think that I may be training
He is determined for his team to follow my replacement. They must be well
Awards in his footsteps. trained.”
French manager of the year
3x Rolex awards Tahar’s Domino’s journey started slower The most important lesson I have
than some franchisees, spending eight learned within Domino’s: Before I
years before becoming a store manager, thought that I did not need anyone
first as a delivery driver, then a pizza to move forward but once I arrived, I
maker and assistant manager. But it quickly realised that without my teams I
was that deep understanding of every was just a manager among many others.
aspect of store operations that saw
Stores him recognised as the best manager in A motivational saying I live by:
Cesson Sévigné France when he took the next step, and “The only way to do great work is to love
Rennes Centre won multiple awards along the way. what you do. If you haven’t found it yet,
Rennes Sud keep looking”. - Steve Jobs
Rennes Ouest Tahar has now built a successful multi-
unit franchise business with four stores
in Rennes, which he credits as one of
his greatest achievements so far, with

039 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Open your Mind!
Everything is
possible!
“Hustle”
pretty much
says
everything

Philipp
Servo
FRANCHISEE
040 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
2019
Takeoverof store number five and six
and winnerof the Golden Eagle again

2018 2019
Winnerof the GoldenEagle Takeover of store number seven and eight with
an AWUS of 12.5k in March(sevenstores)
2016
Takeoverof storenumberfour

2015
Awardeda FrannyDFV, becamea member
of the German franchise council and took
over store number three
2011
Opened second store

2008
First franchise with a 7k AWUS store

2006
Started as a delivery driver
forJoey’s, promotionto shift
manager soon followed

Philipp
Philipp Servo didn’t initially choose Phillip has now delivered that
to join Domino’s. He had built a opportunity to other team members,
successful career as a Joey’s pizza developing a management training

Servo chain franchisee when Domino’s Pizza


Enterprises acquired the chain. But
despite the unexpected change, what
program in 2011 to develop skilled
team members, managers and even
franchisees.
FRANCHISEE hasn’t changed is the direction of his
business: up. Since joining Domino’s, “I want to inspire and thrill people
Philipp’s already-successful multi-unit with my passion for pizza - My first
business has doubled. two trainees now own three stores
themselves.”
Just two years after starting as a delivery
driver, where he first discovered his A motivational saying I live by:
Awards passion for pizza, Philipp progressed Love what you do! Look for the
Franny DFV through store management to become a challenge! Where there is a will, there
2x Golden Eagles franchisee, and then a multi-unit owner is a way! Think positive – always! Never
three years after that. Along the way stop learning and training!
he has grown his network, and weekly
sales, and won a sweep of awards for If I could give any advice to a driver
his leadership. Despite this success, he starting their Domino’s career today,
considers his greatest achievement his what would it be? Work hard and have
Stores two sons. fun with it! Again, anything is possible!
Berlin Brunnenviertel
Berlin Charlottenburg Nord Philipp describes his business career
Berlin Charlottenburg Süd as 13 years of pizza passion, and he has
Berlin Mitte passed on that passion to everyone he
Berlin Reinickendorf has worked with. While Philipp started
Berlin Spandau his career as an industrial management
Berlin Tiergarten assistant, he saw the pizza business
Berlin Wedding as an opportunity to become self-
employed.
041 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
CORPORATE
responsibility
OUR
PEOPLE

OUR
COMMUNITY OUR
FOOD

OUR
ENVIRONMENT

042 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


CORPORATE
RESPONSIBILITY
Pizza is the perfect sharing meal – Since our humble beginnings we have We have heard this feedback and,
bringing together family, friends, been working to do the right thing, as in the rest of our business, are
colleagues and loved ones. with local franchisees helping the Hungry To Be Better. This will not be
community through sponsorships, an immediate change, but Domino’s
Just as we share meals, we also share in-kind support and disaster relief. intends to work with our communities
the broader communities in which we We have added measurable targets, to develop measurable targets in the
live and work. Domino’s recognises that including increasing the use of electric areas important to them. The next step
we share these communities not just vehicles (including bicycles) in our in delivering, starts now.
with our customers, but also with our delivery fleet, and to work towards
neighbours. Our goal is to actively work removing artificial colourings, Jack Cowin & Don Meij
to make our communities better for all. flavourings and preservatives from our
We believe this is the right thing to do, menu.
for our people, our business, and our
neighbours. The board and management recognise
this is increasingly important to
We aim to do this in four key communicate to our communities and
focus areas: people, community, our shareholders.
environment, and food.

043 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


CORPORATE
RESPONSIBILITY
The Domino’s Board and management recognise our performance is based have ensured our franchisees are
passionately believe in the importance on our commitment to continuous clearly trained on their obligations,
of the franchising model in delivering improvement, which we reaffirm here. that systems are in place to assist
for our business and our people. Both franchisees to avoid inadvertently
the Domino’s Board and management In March 2019, the Parliamentary breaching these obligations, and
team include among their ranks former Committee that conducted the Inquiry adding teams and tools to identify (and
franchisees whom have had significant released a report (Report) containing remove from our business) those who
experience in growing successful a number of recommendations, deliberately mistreat our people by
Domino’s businesses. including proposed changes to the breaching these obligations.
Franchising Code of Conduct and to
The franchising model has allowed the responsibilities and powers of the A comprehensive review from Deloitte
entrepreneurial small business owners Australian Competition and Consumer in 2017 recommended seven actions.
to create business opportunities for Commission. Domino’s has implemented all of these
them and their families, thousands of actions through the establishment
jobs for their team members, as well In the first instance, the Committee of the Domino’s Employment Law
as valuable investments in their local recommended the establishment Compliance Program, which included
communities. Through their ownership of an inter-agency Franchising the development of an independent
in Domino’s Pizza Enterprises Ltd, Taskforce to examine the feasibility whistleblower hotline, information
our shareholders benefit from the and implementation of many of the about the hotline distributed to every
franchising model, and the energy and Committee’s recommendations. While store in Australia (including mandatory
commitment of our franchisees. this has not yet occurred, and may posters in-store), and a predictive,
take some time, Domino’s is reviewing risk-based data analytic compliance
these recommendations, to the extent dashboard. A small number (22) of
Australian applicable to the Domino’s model, with concerns regarding underpayments
Parliamentary inquiry a view to identifying opportunities to were raised through the hotline
In March 2018 the Australian Senate improve the Domino’s business. this Financial Year, all of which were
referred an inquiry into the operation investigated. While not all were found
and effectiveness of the Franchising Wages compliance to be valid, the hotline remains an
Code of Conduct to the Parliamentary The Inquiry Report outlines the important, independent avenue for
Joint Committee on Corporations and significant contribution of our people to team members to raise any concerns,
Financial Services (Inquiry). Domino’s the Domino’s business. The collective confident they will be appropriately
Pizza Enterprises Ltd welcomed the efforts of tens of thousands of team investigated and, where necessary,
opportunity to provide a submission to members is essential to the ongoing swift action will be taken.
the Inquiry, outlining the contribution success of our stores, franchisees
of franchising to the growth of our and Domino’s Pizza Enterprises Ltd. In addition, Domino’s is continuing
business as well as opportunities for Our people must be rewarded for this to broaden our compliance activities
improvement in the operation and effort, through fair wage systems, and across the network through a continual
regulation of the franchising model. the correct payment of team members review and improve exercise.
The submission (available online1) in accordance with these systems. This
provided a detailed explanation of is our unwavering commitment. We continue to invest in our people
the Domino’s business model and and in ensuring our team members are
its relationships with franchisees In Australia, Domino’s has been taking fairly, and correctly, paid for their work.
and other stakeholders; outlined action since 2014 when it identified
the support that Domino’s provides that some team members had been
to franchisees; and summarised deliberately underpaid their correct
Domino’s views on the Inquiry and the wages and entitlements by franchisees.
Franchising Code of Conduct. While Over the past five years, Domino’s
Domino’s considers that in many areas has taken a multi-pronged approach
its operations are best practice, we also to addressing this behaviour. We

1Domino’s submission to the Parliamentary inquiry into the operation and effectiveness of the Franchising Code of Conduct:
https://www.aph.gov.au/DocumentStore.ashx?id=e66caf74-2150-4b35-98fc-2e7030a80d16&subId=565717
OUR
PEOPLE

Our people are essential to our members while studying, or a full-


future growth. Our people are the time career. Through a focus on
more than 50,000 team members internal recruitment, professional
working in stores, offices and development, and support for young
commissaries in eight countries. This managers becoming franchisees,
Annual Report features just some of young team members can start as
the most successful of those team delivery drivers or dish washers, and
members – our franchisees from aspire to manage teams, or become
around the world. Each shares the Chief Executive.
experience of having worked as
team members in stores, developing We recognise the responsibility
a deep understanding not only of the of ensuring our people work in a
requirements to operate a successful safe environment, free from harm;
Domino’s store, but also the empathy whether physical injury, bullying
that comes from the hard work or harassment. This also includes
required of the many thousands of proudly paying amongst the highest
young people employed in Domino’s rates in our industry, training
as the first roles in their careers. programs that deliver team members
qualifications recognised by industry,
Domino’s is committed to being an and creating opportunities for growth
employer of choice, providing not and development within.
only fun and rewarding jobs, but
also an environment where team Domino’s stores are safe working
members are recognised for their environments, free of deep fryers
passion, hard work, and commitment, and other equipment that may pose
not their educational background, a risk in other fast food businesses.
ethnicity or sexuality. Nonetheless, we recognise that there
are external factors which may risk
Domino’s is proud of the opportunities team member safety, and we have
available to our people, whether implemented multiple initiatives to
a part-time job to support team reduce these risks.

045 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


OUR PEOPLE

Delivery
driver/ rider
safety

For their safety, and that of the program with the Vigi2roues
local community, team members Association. The program increases
are required to demonstrate they manager awareness of risks for
understand and will follow, local riders and adds additional coaching
road rules before they can deliver for including relating to protective
Domino’s. clothing and scooter safety.

This is especially so for our delivery Domino’s policy is clear – the rush is in
drivers and riders, on scooters, the store, not on the street. We do not
motorbikes and electric bicycles, encourage, expect, or tolerate team
delivering hot, freshly prepared meals members breaking local road rules,
each day. including exceeding the speed limit,
for any reason. Our local franchisees
It is a common misunderstanding that and operations team members are
our commitment to delivery quickly best placed to judge local weather
and our delivery guarantees require conditions, and team members can
a team member to speed to deliver opt not to undertake deliveries if they
a meal on time. Instead, customers believe local weather conditions are
are only offered the option of a 15 not safe to do so.
minute or 20 minute guaranteed meal
where our algorithms determine it is Domino’s recognises the potential
possible for this to be delivered safely risk of robbery, in our stores and
by a team member. of our delivery drivers. No money,
or meal, is worth any risk to team
Our GPS Driver Tracker technology member safety. Domino’s has
– available in all countries except extensive risk reduction practices
Germany and France (both of in place to reduce the opportunity
which are planned for upcoming for theft of our drivers and team
roll-out) – measures every delivery, members. For the safety of our
monitoring to track speed and team members, not all of these
harshness of driving, for review by procedures can be outlined here. As
store management and Domino’s one indication, more deliveries than
Operations teams. Even where ever in our history are cashless, with
this technology is not yet in place, the meal ordered and paid for online.
the safety of our team members is
paramount, with Domino’s France
launching a road safety training
OUR PEOPLE

Case study
Rider safety
Australia

Domino’s understands that


sometimes, there are risks to
our delivery drivers beyond our
control, including the inattention or
dangerous behaviour of other road
users. But we can do everything in
our control to reduce the risks to
our team members.

This year we implemented a


new Safe Delivery Procedure for
Australian delivery experts. Where
team members must review
and acknowledge the relevant
procedures via our online training
portal Dotti.

The new procedures set our


specific requirements for e-bike
riders and scooter delivery riders. Ebikes Scooters

• Increasing the minimum riding age Domino’s launched a Scooter Safety


from 15-years-old to 16. training module created in conjunction
with the Australian Motorcycle Academy
• Introducing a minimum licensing and drawing on resources from various
requirement of a learners permit bodies including: WA Government Road
(to ensure a strong, demonstrated Safety Commission; Motorcycle Riders
understanding of road rules). Association of WA; WA Government
& National Road Safety Commission;
• A documented requirement for a NSW Roads & Maritime Service; QLD
complete daily e-bike safety check Department of Transport and Main
to ensure each e-bike is safe and Roads; Motorcycle Council of NSW Inc.
suitable for use.
The training is focused on roadcraft skills
• A documented requirement not to and an understanding of:
hand-hold a mobile phone (which is
illegal) or to use headphones while • How to adapt to various road
delivering, to remove distraction conditions.
and the potential for decreased
awareness of traffic conditions. • The importance of rider attitude
and safe riding.
• Documented wet weather
requirements for light rain, fog and • Recognising hazards and taking
other inclement weather. action to reduce the likelihood of
accidents.
• In December 2018, Domino’s
updated our rider uniform to allow • More than 4300 scooter delivery
for riding in shorts, instead of long experts have completed this
pants, to help manage heat stress. training module

047 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


OUR PEOPLE

Case study
DELIVERY
EXPERT
SAFETY
NETHERLANDS

In Rotterdam, robberies are not only They can even be used for other
an issue for Domino’s, but for other emergencies, where help is needed.
delivery companies, local residents The introduction of body cameras has
and homeowners. been just one part of a drive to reduce
the risk to our Dutch team members.
Domino’s Netherlands was concerned Seven Domino’s stores in Rotterdam
about the risk to drivers from robberies have eliminated cash entirely from
and was determined to take tangible their stores, along with another 11
action to reduce the likelihood of stores nationwide. Other stores have
injury to team members. Domino’s eliminated cash at night, with orders
franchisees Menno van Eijk and Maurijn required to be paid with bank card,
Boelsma worked with police, and local or online. Not only has this increased
government to equip delivery riders team member safety, but also store
with body cameras. efficiency, with less time required to
count money and reconcile cash at
The cameras can be switched on at the end of each shift.
the touch of a button, recording any
person who may be a risk to the team Minister for Justice and Security
member, as well as alerting a central Ferdinand Grapperhaus has
control room of a potential incident. encouraged other cities to monitor
the work being done in Rotterdam,
In addition to GPS Driver Tracker and the lessons they can apply in their
technology, which monitors where local communities. Domino’s is also
every delivery expert is at any time, reviewing the lessons of this approach
the cameras have added another layer for implementing in other cities.
of safety to the Domino’s business.
048 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
OUR PEOPLE Japan has experienced very low staff. It’s not just about becoming
unemployment, with an ageing an employer of choice for one select
Case study workforce and a tightening labour
market.
group of people. It’s all inclusive.”

JAPAN Domino’s Pizza Japan has made


Domino’s Pizza Japan has changes to its business operations
recognised the importance of to reflect this inclusive approach,
building a strong and vibrant modernising conditions of
workforce to grow the business in employment, including in relation
the years ahead. Management is to maternity and paternity leave.
committed to ensuring the company
builds its employment base from all Domino’s is also offering flexible
societal segments, including those work arrangements, and leveraging
that have traditionally been under- recent regulation changes in
represented in other businesses. relation to hiring foreign workers.
To ensure these team members
Domino’s Pizza Japan President are welcomed, and adopt the
and CEO Josh Kilimnik: “We need to Domino’s culture and passion for
attract and retain the best possible pizza, training programs have been
team members, franchisees, updated to allow for some to be
corporate, as well as head office completed in different languages.

OUR PEOPLE For multi-unit Franchisee Rishi Cross to get refugees into work and
Sharma, giving back to his has already hired two new team

Case study community and offering a helping


hand is at the very heart of his
members in his stores.

NEW ZEALAND business. Recently, after hearing Part-time evening work is perfect
about the plight of refugees trying to for team members who are often
settle in to a new life in New Zealand, not ready to commit to full time
he contacted the Prime Minister’s positions as they settle in to a
office to see what he could do to new country, but they are keen to
help. He is now working with the Red contribute to their new societies.

049 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


OUR PEOPLE Workplace by Facebook is a dedicated Workplace allows us to share
and secure space for Domino’s team information in real-time, create a

STAFF members to connect, communicate


and collaborate. The key to its success
two-way dialogue between our team
members, franchisees and corporate

ENGAGEMENT is the familiarity team members of


all ages have with Facebook, and
staff, and share best-practice across
the network.
the similar user interface for this
corporate-focused platform. We have recently introduced a number
of integrations to increase efficiencies
Currently, we use Workplace as our key for team members, including a Tanda
communication channel in Australia, bot, which allows them to check their
New Zealand and The Netherlands, rosters and a QA bot, which allows
and we are in roll-out phase for Japan them to submit all Quality Assurance
and Germany. forms.

As a geographically dispersed
company with a young workforce it
can be challenging to create a culture
of “togetherness”.

Domino’s is determined to be Domino’s has implemented paid


OUR PEOPLE
Number 1 in Pizza, and Number 1 in maternity leave for team members,

DIVERSITY People, with the best team members


in every position in all countries. The
ranging from a minimum of eight
weeks, up to a maximum of 14 weeks
Company is committed to eliminating depending on the team member’s
discrimination, and fostering inclusion, length of continuous service.
throughout the workforce.
Domino’s has in place a policy to
Domino’s Australian operations have support those who are experiencing
a policy reinforcing gender equality family or domestic violence.
overall, as well as in the recruitment,
retention, performance management, We support our team members,
training and development of team particularly in times of need, including
members. through a range of flexible working
arrangements, including carer’s leave
Domino’s has taken a top down and job sharing – for men and women.
approach to increasing the
representation of women in key We support our LGBTIQ team
positions. A target was set, and members. Working with committed
achieved, to increase the number of team members, Domino’s has
experienced women executives on the established dedicated communication
Board of Directors. platforms and provides opportunities
for support of LGBTIQ initiatives.
Management has also reviewed the
remuneration of team members Research shows team members who
in head office, and in the field, to are supported in being open about
eliminate pay disparities. After a who they are, and are welcomed, are
thorough review, remuneration more likely to be satisfied with their
decision-making processes employer, to work more effectively in
were reviewed, and training their role, and more likely to innovate
was implemented to eliminate than workers who are not open nor
unconscious bias in relation to gender welcomed.
equality.
Domino’s is committed to a culture Domino’s recognises the importance
OUR PEOPLE
of compliance and honest and ethical of ensuring a safe, supportive and
WHISTLEBLOWER behaviour. confidential environment where

POLICY To foster this culture, Domino’s


people feel comfortable about
reporting wrongdoings and are
encourages anyone who has supported and protected throughout
knowledge, or reasonable suspicions, the process.
of any kind of serious activity that is
illegal, unethical or dishonest to make The Whistleblower Policy is freely
an anonymous report to our dedicated available to all team members through
Whistleblower Service. our online training portal.

With the mission “Team Members • Covering the costs of living


OUR PEOPLE
Helping Team Members”, the Domino’s expenses when a team member

PARTNERS Partners Foundation is a separate not-


for-profit organisation funded by team
needed to take time off for
serious surgery for a pre-existing

FOUNDATION members to help fellow colleagues


in times of need. The Foundation is
medical condition;

committed to helping team members • Covering costs of repatriation


through injury, disaster recovery, illness fees following a non-work related
and times of hardship. accident involving one of our
team members to ensure they
This year we also launched Partners were back with their family;
Foundation in New Zealand and we
look forward to growing Partners • Assisting with funeral expenses of
across the Group and aim to launch a team member’s family member;
the trust in Japan and Europe in the
next 12 months. • Assisting with living expenses
following emergency surgery; and
Practical examples of this support in
the past 12 months include: • Offering support to team
members following the
• Flying family interstate or devastating Townsville floods in
internationally to be with team Australia
members in times of need;
051 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
OUR PEOPLE

Case study
TRAINING
Australia

Multi-unit franchisees Nathan and


Nicole van Jole have built a pizza
empire in Townsville, Australia,
owning and operating seven stores
across the region with a turnover of
~$225,000 per week.

They attribute much of this


success to the careful recruitment,
training and retainment of hard-
working team members. They
are passionate about investing in
their people and have developed
a comprehensive recruitment
and training program which is now
being rolled out across the country.

This program involves running fun


and interactive group interviews,
inducting team members through
a welcome pack, orientation day,
two training shifts and a three-
month review, and then investing
in personal and team development
initiatives throughout their
employment.

In doing so, they have built a team


that is invested in their business,
focused on a common mission and
in it for the long haul – more than
doubling their staff retention.
053 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED

OUR
COMMUNITY
Domino’s vision is to be the leader
of the internet of food in every
neighbourhood. This means
our kitchens can deliver hot,
fresh meals to more than 2500
Neighbourhoods across the eight
countries in which we have stores
(soon to be nine with the opening
of our first stores in Luxembourg).

It also means Domino’s


franchisees and team members
can provide support, including
meals, donations and volunteer
hours, to those community groups
that need our help.

053 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


OUR COMMUNITY

GIVE FOR
GOOD
Domino’s Give for Good is a
registered charity that collects
donations from Domino’s Pizza
Enterprises Ltd, our customers,
and our head office team
members, to support registered
charities and not-for-profit groups
across Australia. More than one-
third of head office team members
contribute from their wage weekly.
Domino’s has contributed more
than $400,000 and 5000 pizzas
through Give for Good this year.
Our goal is to increase donations
from Give for Good to over $1m by
2020.

Give for Good support four key


giving areas, which aims to help
educate, and develop sustainable
best-practices and innovative
ideas.

Education & youth


initiatives

Disaster relief,
recovery and
preparedness

Rural
communities

Leadership &
entrepreneurship
054 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
OUR COMMUNITY Rock’s Cool team members also volunteer their time
Location: Canberra, ACT through the Christmas Toy and Book
Give for Through the Give for Good Franchisee Appeal and Work Inspiration programs.

good Grant Program, Domino’s Canberra


multi-unit franchisee Chad Cable
www.giveforgood.org.au supported the Rock’s Cool program at
the University of Canberra with a $5,000 Orange Sky Australia
grant. The program kick starts the Location: Palm Island, QLD
careers of young Canberra musicians by Through the Give for Good Franchisee
helping them make connections, learn Grant Program, Domino’s Townsville
new skills, improve their understanding franchisees Nathan and Nicole van Jole
of business and the music industry, as supported Orange Sky Australia with
well as set themselves up as sole traders a $5,000 grant. Orange Sky Australia
so they can start making an income from provides access to free mobile
their music. laundry facilities, warm showers and
conversations to people experiencing
homelessness or those in need, and
recently established a service on Palm
Monash University
Island in September 2018. The grant will
scholarships
be used to supply fuel for the mobile
Location: Melbourne, VIC
service on Palm Island for one year.
Give for Good is supporting eight
students studying STEM-related degrees
to realise their potential at Monash
University. The scholarship helps to
alleviate study costs including textbooks, Harding Miller Education
travel, computer equipment and living Foundation
expenses for students experiencing Location: Dubbo, NSW
financial, social or personal hardship. Through the Give for Good Franchisee
Grant Program, Domino’s Dubbo
franchisee Josh Arnold supported the
Harding Miller Education Foundation with
University of Tasmania a $5,000 grant to provide a scholarship
scholarships for a disadvantaged year 12 student. The
Location: Hobart, TAS grant will be used to provide tutoring,
Give for Good is supporting two talented books, stationery, uniforms, online
students studying agriculture and homework assistance, high speed
business at the University of Tasmania internet connection and help desk
with education-related costs. These support.
scholarships are provided to students
from regional and remote areas as
part of Give for Good’s mission to
increase access to higher education for Country Education
communities under-represented within Foundation
tertiary education. Location: Orange, NSW
Through the Give for Good Franchisee
Grant Program, Domino’s Orange
franchisee Peter Knight supported
The Smith Family
the Country Education Foundation
Location: National
with a $5,000 grant, which will assist
Through Give for Good’s partnership
three Orange students to transition
with The Smith Family, we support 15
from school to university, TAFE or
disadvantaged young people with their
work-related training with the costs of
tertiary studies by providing financial
textbooks, travel, computers, equipment
assistance to cover education-related
and rent.
costs such as textbooks, stationery and
other learning resources. Our corporate
055 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
When disaster strikes – whether it’s stores also delivered more than
a fire, flood or drought – Domino’s 2,000 pizzas to emergency workers
registered charity Give for Good, and evacuation centres across North
OUR COMMUNITY our franchisees and team members Queensland, making sure people had

DISASTER step into action to support local


communities.
hot meals and helping to keep spirits
up.

RELIEF Domino’s stores across Australia During the devastating bushfires


banded together in August 2018 across Tasmania in February 2019,
to raise $175,000 for Rural Aid to Domino’s stores in Rosny, Hobart
support Australian farmers and rural and Kingston rallied together to
communities affected by drought, donate more than 360 pizzas to feed
including a $40,000 donation from 500 people who had been forced to
Give for Good. All funds raised evacuate their homes.
helped deliver much-needed fodder,
water and groceries to the farming When Cyclone Trevor hit in March
communities who were doing it tough. 2019, Domino’s Darwin City and Millner
stores supported emergency workers
In February 2019, Domino’s and people in evacuation centres with
Queensland stores raised vital funds 450 piping hot pizzas.
to help fellow Queenslanders up north
in flood-affected areas via the Red In true Dominoid spirit, our local
Cross Disaster Relief and Recovery franchisees and team members are
Fund. When it was safe to do so, teams always there when needed most.
from our eight Domino’s Townsville

From the smallest donation, to the difference to important charities


OUR COMMUNITY
largest initiative, these programs make around the country. More than 2.4

SMALL a difference. million microdonations have been


made by Domino’s customers
CHANGE Domino’s previously donated 50c passionate about their small change

BIG
from every choc lava cake sold in making a big difference to a number of
Australian stores, with the donations these community-led initiatives.

DIFFERENCE
helping vital charities throughout
the country. But team members The team in Australia aren’t the only
Mahia Lai and Cody Rutherford, and Domino’s stores making a difference
franchisees, David Bird (Muswellbrook through small donations.
and Scone stores), and Chad Cable
(multi-unit franchisee, Canberra) In Belgium and the Netherlands, we
believed a small change could make organised a giving program for a limited
an even bigger difference. time product, apple pie. €0.10 from
every apple pie sold was given to ‘Met
They came up with the idea of allowing je Hart’ (With your Heart), a charity
customers to ‘round up’ their end of that works to address loneliness
order total price to the nearest dollar, among the elderly. Domino’s stores
with the extra small change donated to also invited in local elderly residents
disaster relief and charity. to visit, to make pizza, and to share
conversation.
More than 10 per cent of customers
now choose to round up for charity; It’s a sweet way of helping those who
their small change making a big need our help.
057 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED

In true Dominoid
spirit, our local
franchisees and
team members are
always there when
needed most.
057 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
OUR
Case study – New Zealand Wastage removal

Domino’s New Zealand is working with Domino’s is committed to reducing

environment a local company, UBCO, to trial 2x2


electric bikes. The vehicles have more
waste across all of our stores.

similarities with a motorbike than a It may surprise many that Domino’s


bicycle, providing riders two wheel drive, stores already generate far less food
a lower centre of gravity, more power wastage per meal than the average
and increased stability. home.

Domino’s New Zealand General It is estimated each Australian


Manager Cameron Toomey said: household discards 345kg of edible
“Ontime delivery is critical to the food each year. Yet despite the millions
Domino’s brand and we’re excited to of meals prepared in Domino’s kitchens
see if UBCO can deliver – so far our each year, food wastage is reduced
delivery team are loving the bikes and by careful stock control, regular
they’ve exceeded our expectations.” stock deliveries, adherence to set
recipes, and stock ordering based on
The vehicles have an impressive 120km anticipated sales.
maximum range on a single charge, and
local stores in the trial are keeping an This is an area of social responsibility
extra battery on hand for a quick swap that also makes good business
if needed. sense, with wasted food a direct
cost to franchisees and Domino’s
corporate store network. In many
stores, managers are rewarded for
reducing food wastage. Pizzas that
are safely prepared, that may not have
been made to a customer’s exact
specifications, are frequently provided
to the customer as an additional act of
goodwill, rather than see the food go to
waste.

We are committed to reducing waste


across all stores in Australia and New
Zealand, particularly when it comes to
food packaging, which is why our pizza
boxes contain recycled papers.

Our pizza boxes are suitable for


recycling and we encourage our
customers to recycle our pizza boxes
and food packaging, provided the local
council recycling program permits it.

Domino’s is reviewing other areas of


operations to reduce wastage, including
simplifying the number packaging items
used for customers’ meals by stores in
Australia and New Zealand.
Electric deliveries vehicles. Domino’s has already taken vehicles in France powered by electricity
tangible steps to increase their use by the end of 2023.
Domino’s is increasingly using electric globally.
vehicles to reduce the environmental In Australia, Domino’s is working
impact of our delivery fleet. Not only In Germany, about 2.6 million deliveries towards carrying out more than 2 million
do electric vehicles reduce carbon were carried out using electric vehicles deliveries each year on electric bicycles.
emissions, but they are also quieter. this Financial Year. In Hamburg, more
Where e-bikes are used, they may than 50% of vehicles are electric, Because GPS Driver Tracker is not yet
be more efficient from the store to including bicycles and scooters. fully available in all Domino’s countries,
the customer’s door because of the the exact number of Domino’s electric
reduced time in navigating a car from the The Netherlands intend to phase out vehicle deliveries has not been
car park, while providing team members combustion vehicles - with franchisees possible to calculate. However, as this
a healthy and fun way to work. agreeing to purchase only electric technology is rolled out in all countries,
vehicles from 2020. this information will more easily be
Electric vehicles add additional benefits captured, allowing for more tangible
for franchisees – they’re typically lower In France, about 35% of deliveries are measurements against these targets for
cost to operate, and require less ongoing completed using electric vehicles, and the Domino’s Pizza Enterprises Group.
maintenance than petrol or diesel the goal is to have 100% of our delivery

059 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


OUR FOOD
Domino’s menu provides our
customers an indulgence –
whether a family meal, or a late
night treat – our customers choose
the menu item that suits them.

Our goal is to provide our


customers with the best possible
choice, that suits their taste
buds and dietary requirements;
whether it’s a high quality dessert,
a premium dinner, or an afternoon
snack.

Our pizza pride starts with our


dough, which is baked fresh daily
in our stores, contains no artificial
colours, flavours or preservatives,
and is GMO- and MSG-free.

Domino’s strives to ensure our


ingredients are free of artificial
colourings, flavourings and
preservatives and, in partnership
with our ingredient suppliers, we
have made material steps towards
this goal. In Australia 96% of our
menu is now free from artificial
preservatives, flavours and colours.

060 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITE D


Transparency Our suppliers
Dietary requirements
Our customers make choices about the Domino’s believes the journey for
foods they eat. quality does not start in our kitchens. Increasingly, our customers seek menu
That is why we work closely with our options essential for their health, diet or
Domino’s is committed to enabling suppliers to ensure only the best quality lifestyle requirements. Domino’s aim is
our customers make better informed ingredients and materials are used in to provide ingredients and recipes to
choices about the food they buy, which our business, provided by suppliers meet every requirement, and we work
means providing relevant information who share our commitment to quality. every day to improve these offerings.
to inform those choices. That is why, in
all of the countries in which Domino’s It’s this trust that drives us to meet and We have previously offered vegetarian,
Pizza Enterprises operates, we provide exceed the highest of standards. To and gluten free options on our menu
detailed nutritional information about work with only the best food suppliers before adding, vegan cheese in 2018
the products we serve. in the country. Suppliers that we hold to our menu in Australia, initially as
to these standards and that deliver a limited offering. Our vegan pizzas
The information we provide is relevant only the highest quality products. proved so popular Domino’s sold out
to our customers in each country, Trust to hold our own stores to these – encouraging us not only to return it
and includes information on potential standards when it comes to food safety to the menu permanently, but to bring
allergens, energy content, as well as the responsibility. Providing customers with vegan ingredients to other countries.
volume of specific ingredients, such as safe, quality food is not only a priority,
carbohydrates and even egg whites. but it is paramount to our integrity and Our vegan products have been very
to our commitment to be Hungry To well received by customers, including
Similarly, customers may choose to Be Better. This includes rigorous food customers who are not vegan but
know more about the provenance of auditing and food safety programs. choose, or need, non-dairy alternatives.
our ingredients. We are actively expanding this offering
Our suppliers are expected to meet the to give customers more of what they
In Australia, Domino’s has been standards we include in our Supplier want, including adding a Vegan Cheesy
recognised as leading the Fast Food Code of Conduct, available online Garlic Bread in Australia/New Zealand,
Industry on Voluntary Country of Origin here: https://investors.dominos.com. three new vegan pizza recipes and a
Food Labelling. This includes providing au/corporate-governance. vegan ice cream for our customers in
the amount of Australian-produced France, and additional vegan pizzas in
ingredients in our menu offerings, as Germany and the Benelux.
well as information about the country in Allergens
which products were made, produced
or packed. Our customers’ safety is paramount
for Domino’s. In a fast-paced, quick
service environment, there is always
Food safety the possibility of a food safe ingredient
being placed on a pizza for a customer
Domino’s has a responsibility to our that otherwise chooses to avoid
customers and community to ensure that ingredient. However, our team
our food safety standards are world- members in store are trained to take
class. Every team member in every careful steps to reduce the risk, as
country understands the importance much as possible.
of safe food storage, preparation and
handling requirements. This includes, where this is raised with
them, team members changing cutting
Each country is required to have a blades and other ingredients for a
food safety program that is regularly specific pizza order.
reviewed, and meets both local laws
and Domino’s Pizza Enterprises’ high
standards. This includes operational
requirements including maximum food
storage times, cooking and storage
temperatures, handling procedures
and pest control.

061 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


domino’s pizza enterprises LIMITED
annual report 2019
Group Highlights
FY 18 FY 19 +/(-) FY 18 FY 19
UNDERLYING UNDERLYING UNDERLYING STATUTORY
$ MIL $ MIL % $ MIL

Network Sales 2,588.9 2,897.3 11.9% 2,897.3

Revenue 1,154.0 1,435.4 24.4% 1,435.4

EBITDA 259.2 282.4 8.9% 236.2

Depreciation & Amortisation (53.3) (61.6) 15.6% (62.8)

EBIT 205.9 220.8 7.2% 173.4

EBIT Margin 17.8% 15.4% - 12.1%

Interest (10.3) (14.0) 36.3% (14.0)

NPBT 195.7 206.8 5.7% 159.4

Tax Expense (59.5) (60.0) (0.8%) (45.0)

NPAT before Minority Interest 136.2 146.8 7.8% 114.4

Minority Interest (3.0) (5.6) (86.6%) 1.5

NPAT 133.2 141.2 6.1% 115.9

PERFORMANCE INDICATORS

Earnings per Share (basic) 152.8 cps 165.0 cps 8.0% 135.5 cps

Dividend per Share 107.8 cps 115.5 cps 7.1% 115.5 cps

Same Store Sales % 4.3% 3.6% - 3.6%

064 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


ContentS

Directors’ Report 66

Remuneration Report 71

Auditor’s independence declaration 87

Independent Auditor’s Report 88

Directors’ declaration 93

Consolidated Statement of Profit or Loss 96

Consolidated Statement of Other Comprehensive Income 97

Consolidated Statement of Financial Position 98

Consolidated Statement of Changes in Equity 99

Consolidated Statement of Cash flows 100

Additional securities exchange information 175

Glossary 177

Corporate directory 178

Board of Directors 179

065 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
The directors of Domino’s Pizza Enterprises Limited (“DPE Limited”, or the “Company”) submit herewith the annual financial report of the
Company and its controlled entities (“the Group”) for the financial year ended 30 June 2019. In order to comply with the provisions of the
Corporations Act 2001, the Directors’ Report as follows:

INFORMATION ABOUT THE DIRECTORS AND SENIOR MANAGEMENT


The names and particulars of the directors of the Company during or since the end of the financial year are:

NAME POSITION

Jack Cowin Non-Executive Chairman Appointed 20 March 2014

Ross Adler Non-Executive Deputy Chairman Appointed 23 March 2005

Grant Bourke Non-Executive Director Appointed 24 August 2001

Lynda O’Grady Non-Executive Director Appointed 16 April 2015

Ursula Schreiber Non-Executive Director Appointed 30 November 2018

Paul Cave Non-Executive Director Appointed 23 March 2005


Resigned 7 November 2018

Don Meij Managing Director/Group Chief Executive Officer Appointed 24 August 2001

DIRECTORSHIPS OF OTHER LISTED COMPANIES


Jack Cowin resigned as a director of Fairfax Media Limited on 28 November 2018. Grant Bourke resigned as a director of Pacific Smiles Group
Limited on 05 March 2018. Lynda O’Grady was appointed a director of Wagners Holding Company Limited on 08 November 2017. There were
no other directorships of other listed companies held by directors in the 3 years immediately before the end of the financial year. Paul Cave
resigned as a director and chairman of Lovisa Holdings Limited on 31 October 2017.

DIRECTORS’ SHAREHOLDINGS
The following table sets out each director’s relevant interest in shares, debentures, and rights or options in shares or debentures of the
Company as at the date of this report.

DOMINO’S PIZZA ENTERPRISES LIMITED

FULLY PAID ORDINARY


DIRECTORS SHARES NUMBER SHARE OPTIONS NUMBER CONVERTIBLE NOTES NUMBER

Jack Cowin - - -

Ross Adler 200,000 - -

Grant Bourke 1,628,344 - -

Lynda O'Grady 2,000 - -

Ursula Schreiber - - -

Don Meij 1,843,344 1,140,000 -

REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT


Information about the remuneration of directors and senior management is set out in the Remuneration Report of this Directors’ Report on
pages 71 to 86.

066 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

SHARE OPTIONS GRANTED TO DIRECTORS AND SENIOR MANAGEMENT


During and since the end of the financial year, an aggregate 645,000 share options were granted to the following directors and senior
management of the Company as part of their remuneration.

DIRECTORS AND SENIOR NUMBER OF NUMBER OF ORDINARY


MANAGEMENT OPTIONS GRANTED ISSUING ENTITY SHARES UNDER OPTION

Don Meij 220,000 DPE Limited 1,140,000

Richard Coney 26,000 DPE Limited 156,000

Andrew Rennie 294,000 DPE Limited 644,000

Josh Kilimnik 40,000 DPE Limited 69,500

Nick Knight 25,000 DPE Limited 169,000

Allan Collins 22,500 DPE Limited 106,000

Michael Gillespie 17,500 DPE Limited 83,000

COMPANY SECRETARY
Craig Ryan:
General Counsel & Company Secretary

Craig is a solicitor of the Supreme Court of Queensland, Australian Capital Territory and New South Wales and a Solicitor of the High Court of
Australia with over 21 years’ experience. Craig joined the Company as General Counsel on 8 August 2006 and was appointed to the position
of Company Secretary on 18 September 2006. Craig holds a Bachelor of Arts and a Bachelor of Laws from the University of Queensland and
a Masters of Laws from the University of New South Wales. Craig is also a Chartered Secretary with the Governance Institute Australia.

PRINCIPAL ACTIVITIES
The Group’s principal activities in the course of the financial year were the operation of retail food outlets and the operation of franchise
services. During the financial year there were no significant changes in the nature of those activities.

REVIEW OF OPERATIONS
The activities and financial performance of the Group and each of its operating segments for the financial year are set out on pages 6 to 7.

CHANGES IN STATE OF AFFAIRS


There has been no significant changes in the state of affairs of the Group that occurred during the financial year.

SUBSEQUENT EVENTS
There has not been any matter or circumstance occurring subsequent to the end of the financial year that has significantly affected, or may
significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years
other than the matters disclosed in note 28.

ENVIRONMENTAL AND SOCIAL SUSTAINABILITY RISKS


The Group is not subject to any significant environmental regulation or mandatory emissions reporting and does not consider that it has
material exposure to environmental and social sustainability risks.

To the best of the directors’ knowledge the Group complies with its obligations under environmental regulations and holds all licenses required
to undertake its business activities.

067 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

CORPORATE GOVERNANCE
A copy of Domino’s Pizza Enterprises full 2019 Corporate Governance Statement, which provides detailed information about governance, and
a copy of Domino’s Pizza Enterprises’ Appendix 4G which sets out the Group’s compliance with the recommendations in the third edition of
the ASX Corporate Governance Council’s Principles and Recommendations (ASX Principles) is available on the corporate governance section
of the Group’s website at https://investors.dominos.com.au/corporate-governance

DIVIDENDS
In respect of the financial year ended 30 June 2019, an interim dividend of 62.7 cents per share franked to 75% at 30% corporate income tax
rate was paid to the holders of fully paid ordinary shares on 14 March 2019. The Company will be paying a final dividend of 52.8 cents per share
franked to 100% at 30% corporate income tax rate to the holders of fully paid ordinary shares on 12 September 2019.

SHARES UNDER OPTION OR ISSUED ON EXERCISE OF OPTIONS


Details of unissued shares or interests under option as at the date of this report are:

NUMBER OF SHARES EXERCISE PRICE EXPIRY DATE


ISSUING ENTITY SERIES UNDER OPTION CLASS OF SHARES OF OPTION OF OPTIONS

DPE Limited 23 300,000 Ordinary $40.95 28 Oct 20

DPE Limited 24 192,250 Ordinary $40.95 31 Aug 19

DPE Limited 24 150,000 Ordinary $40.95 31 Aug 20

DPE Limited 25 400,000 Ordinary $76.23 28 Oct 20

DPE Limited 26 200,000 Ordinary $76.23 31 Aug 20

DPE Limited 27 410,500 Ordinary $76.23 31 Aug 20

DPE Limited 28 220,000 Ordinary $46.63 31 Aug 21

DPE Limited 29 578,250 Ordinary $45.25 31 Aug 21

DPE Limited 30 147,000 Ordinary $45.25 31 Aug 21

DPE Limited 31 220,000 Ordinary $51.96 31 Aug 22

DPE Limited 32 653,750 Ordinary $51.96 31 Aug 22

The holders of these options do not have the right, by virtue of the option, to participate in any share issue or interest issue of the Company
or of any other body corporate or registered scheme. Details of shares or interests issued during or since the end of the financial year as a
result of exercise of an option are:

NUMBER OF
SHARES ISSUED AMOUNT AMOUNT UNPAID
ISSUING ENTITY SERIES UNDER OPTION CLASS OF SHARES PER SHARE ON SHARES

DPE Limited 19 500 Ordinary $7.39 $nil

DPE Limited 22 5,600 Ordinary $9.08 $nil

DPE Limited 24 242,250 Ordinary $8.18 $nil

068 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

INDEMNIFICATION OF OFFICERS AND AUDITORS


The Company has entered into deeds of indemnity, insurance and access with each director. To the extent permitted by law and subject to
the restrictions in s.199A of the Corporations Act 2001, the Company must continuously indemnify each director against liability (including
liability for costs and expenses) for an act or omission in the capacity of director. However, this does not apply in respect of any of the following:

• a liability to the Company or a related body corporate;


• a liability to some other person that arises from conduct involving a lack of good faith;
• a liability for costs and expenses incurred by the director in defending civil or criminal proceedings in which judgement is given against the
officer or in which the officer is not acquitted; or
• a liability for costs and expenses incurred by the director regarding an unsuccessful application for relief under the Corporations Act 2001
in connection with the proceedings referred to above.
The Company has also agreed to provide the directors with access to Board documents circulated during the directors’ term in office.

During the financial year, the Company paid a premium in respect of a contract insuring the directors of the Company, the Company Secretary
and all senior management of the Company and of any related body corporate against a liability incurred as such a director, secretary or senior
management to the extent permitted by the Corporations Act 2001.

The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the Company
or of any related body corporate against a liability incurred as such an officer or auditor. The directors have not included details of the nature
of the liabilities covered or the amount of the premium paid in respect of the directors’ and officers’ liability and legal expenses insurance
contract as such disclosure is prohibited under the terms of the contract.

DIRECTORS’ MEETINGS
The following table sets out the number of directors’ meetings (including meetings of committees of directors) held during the financial year
and the number of meetings attended by each director (while they were a director or committee member). During the financial year, six (6)
board meetings, six (6) nomination and remuneration committee meetings and six (6) audit committee meetings were held.

NOMINATION &
BOARD OF DIRECTORS REMUNERATION COMMITTEE AUDIT COMMITTEE

HELD ATTENDED HELD ATTENDED HELD ATTENDED

Jack Cowin 6 6 6 6 - -

Ross Adler 6 6 6 6 6 6

Grant Bourke 6 6 6 6 6 6

Paul Cave 3 3 3 3 3 3

Lynda O'Grady 6 6 6 6 - -

Ursula Schreiber 2 2 2 2 - -

Don Meij 6 6 - - - -

069 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

NON-AUDIT SERVICES
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 32 to the
financial statements. The directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person
or firm on the auditor’s behalf) is compatible with the general standard of independence of auditors imposed by the Corporations Act 2001.

The directors are of the opinion that the services as disclosed in note 32 to the financial statements do not compromise the external auditor’s
independence, based on the advice received from the Audit Committee, for the following reasons:

• all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor, and
• none of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of
Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the
auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly
sharing economic risks and rewards.

AUDITOR’S INDEPENDENCE DECLARATION


The auditor’s independence declaration is included on page 87 of the Annual Report.

ROUNDING OF AMOUNTS
The Company is a company of the kind referred to in ASIC Corporations Legislative Instrument 2016/191 (Rounding in Financial/Directors’
Report), dated 24 March 2016, and in accordance with that Corporations Instrument amounts in the financial report are rounded off to the
nearest thousand dollars, unless otherwise indicated.

070 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report
Domino’s Pizza Enterprises Limited is a geographically diverse business with a long history of innovation and growth. The Board remains
committed to ensuring the remuneration frameworks developed for Key Management Personnel (“KMP”) are focused and aligned with
shareholder value creation over the long term.

This Remuneration Report (Audited), which forms part of the Directors’ Report, sets out information about the remuneration of the Company’s
KMP including directors for the financial year ended 30 June 2019.

The prescribed details for each person covered by this report are detailed below under the following headings:

• Director and KMP details


• Remuneration policy
• Alignment between the remuneration policy and company performance
• Remuneration of directors and senior management
• Key terms of employment contracts

KMP DETAILS INCLUDING DIRECTORS


The following persons acted as directors of the Company during or since the end of the financial year:

NAME POSITION
Jack Cowin Non-Executive Chairman
Ross Adler Non-Executive Deputy Chairman
Grant Bourke Non-Executive Director
Lynda O’Grady Non-Executive Director
Ursula Schreiber Non-Executive Director (appointed 30 November 2018)
Paul Cave Non-Executive Director (resigned 7 November 2018)
Don Meij Managing Director/Group Chief Executive Officer (Group CEO)

The term KMP is used in this report to refer to the following persons.

• Richard Coney, Group Chief Financial Officer


• Andrew Rennie, Chief Executive Officer Europe
• Josh Kilimnik, President and Chief Executive Officer of Japan (appointed on 1 January 2018)
• Nick Knight, Chief Executive Officer ANZ
• Allan Collins, Group Chief Marketing Officer
• Michael Gillespie, Group Chief Digital and Technology Officer (appointed on 15 September 2017)

REMUNERATION POLICY
The performance of the Company depends upon the quality of its KMP including directors and their support teams. To prosper, the Company
must attract, motivate and retain highly skilled directors and other KMP. The remuneration structure is designed to strike an appropriate
balance between fixed and variable pay, rewarding capability and experience and providing recognition for contribution to the Company’s
overall goals and objectives.

The Board Remuneration Policy is to ensure that KMP remuneration packages properly reflect the individual’s duties and accountabilities
and level of performance; and that remuneration is market competitive in order to attract, retain and motivate people of the highest quality.

The Board has a Nomination and Remuneration Committee (“NRC”). Information about this Committee is set out in the Company’s Corporate
Governance Statement.

071 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

NON-EXECUTIVE DIRECTOR REMUNERATION


Non-executive directors are remunerated by way of cash fees and superannuation contributions in accordance with the Superannuation
Guarantee legislation. The level of directors’ fees reflect their time commitment and responsibilities in accordance with market standards.
During the reporting period, non-executive directors did not receive any performance based remuneration or equity-based remuneration.
Non-executive directors are not entitled to receive any termination payments on ceasing to be a director.

EXECUTIVE REMUNERATION
The Board of Directors (“The Board”), in conjunction with its Nomination and Remuneration Committee, is responsible for approving the
performance objectives and measures for the Group CEO and providing input into the evaluation of performance against them.

The NRC is responsible for making recommendations to the Board on remuneration policies and packages applicable to the Board members
and the Group CEO. The Group CEO is responsible for preparing recommendations on remuneration packages applicable to the other KMP
of the Company for review and approval of the NRC.

RELATIONSHIP BETWEEN THE REMUNERATION POLICY AND COMPANY PERFORMANCE


The remuneration structures explained below are designed to attract suitably qualified candidates, reward them for the achievement of
strategic objectives, and achieve the broader outcome of value creation for shareholders. The remuneration framework takes into account:

• the capability and experience of the KMP;


• the KMPs ability to control the relevant segments’ performance;
• the Group’s performance including:
- the Group’s earnings;
- growth in earnings per share;
- return on shareholders’ investment

Remuneration packages include a mix of fixed, short-term and long-term performance-based incentives. Executives’ bonus payments reflect
the achievement of specific goals related to performance of the Company’s financial and operational results. The mix of these components
is based on the role the individual performs. In addition to their salaries, the Group also provides non-cash benefits to its KMP and contributes
to a post-employment superannuation plan (or equivalent) on their behalf.

072 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

During the year independent remuneration consultants were engaged by the Remuneration Committee to ensure that the reward practices
and levels of remuneration for KMPs are consistent with market practice. A statement of recommendation from the remuneration consultants
has been received for the 2019 financial year. Payment of $118,450 (2018: $52,371) has been made to the remuneration consultant for the
remuneration advisory services provided on the remuneration recommendation. No other advice has been provided by the remuneration
consultant for the financial year. In order to ensure that the remuneration recommendation would be free from undue influence by KMP to
whom the recommendation relates to, the remuneration consultants are not a related party to any KMP. As such, the Committee is satisfied
that the remuneration recommendations were made free from undue influence by the member or members of the KMP to whom the
recommendations relates.

Executive remuneration objectives are delivered through three categories of remuneration, as illustrated in the following table:

EXECUTIVE REMUNERATION OBJECTIVES

Attract, motivate and retain highly Reward capability and experience An appropriate balance between Alignment to shareholder interests
skilled executives across diverse and provide recognition for the fixed and variable remuneration through equity components
geographies contribution to the Company’s
overall objectives

TOTAL REMUNERATION IS SET BY REFERENCE TO THE RELEVANT GEOGRAPHIC MARKET

FIXED PERFORMANCE LINKED REMUNERATION

FIXED REMUNERATION SHORT-TERM INCENTIVE (STI) LONG-TERM INCENTIVE (LTI)

Fixed remuneration is set relative to the Key Performance Indicators (KPIs) are set each LTI targets are linked to EPS growth, EBITDA or
market, reflecting the KMPs accountability, year by the Board reflective of the Group or EBIT depending on whether the role has Group
performance, experience, and geographic Geographically relevant segment and include or segment responsibility
location financial and individual performance targets
relevant to the specific position

REMUNERATION WILL BE DELIVERED AS :

Base remuneration which is calculated on Cash or a combination of cash and a deferred Equity in options. All equity is held subject to
a total cost basis and includes any fringe component (equity or cash settled) following service and performance for a minimum of
benefits tax (“FBT” charges related to a review of the audited performance of the 3 years from grant date. The equity is at risk
employee benefits including motor vehicles) Group, the relevant segment and individual until vesting. Performance is tested once at the
as well as employer contributions to performance against the KPIs set at the vesting date
superannuation funds or equivalents beginning of the Financial Year

KPIs are predominately financial, and all are


subject to audit

STRATEGIC INTENT

Fixed remuneration will take into account Short-Term Incentive is directed to achieving LTI’s are intended to reward Executives for
the relevant market data, provided by an Board approved targets, reflective of the sustainable long-term growth aligned to
independent remuneration consultant, or other Group plan shareholder value creation
independent data (e.g. Mercer), considering
the individual’s expertise and performance in
the role

FIXED REMUNERATION
Remuneration levels are reviewed annually by the Nomination and Remuneration Committee and Group CEO through a process that considers
individual, segment and overall performance of the Group. In addition, external consultants provide analysis and advice to ensure the directors
and KMP remuneration is competitive in the marketplace. A KMPs remuneration is also reviewed on promotion. All roles are benchmarked
against comparable market data.

073 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

PERFORMANCE-LINKED REMUNERATION
Performance-linked remuneration includes both short-term and long-term incentives and is designed to reward KMP for meeting or exceeding
their financial and personal objectives. The short-term incentive (“STI”) is an ‘at risk’ bonus provided in the form of cash or a combination of
cash and a deferred component (equity or cash settled), while the long-term incentive (“LTI”) is provided as options over ordinary shares of
the Company under the rules of the employee share options plan (“ESOP”).

SHORT-TERM INCENTIVE
Each year the Nomination and Remuneration Committee sets the key performance indicators (“KPI’s”) for the Group CEO and the Group CEO
proposes the KPI’s for the other KMP. The KPI’s generally include measures relating to the Group, the relevant segment, and the individual,
and include financial and operational measures that are audited. The measures are chosen as they directly align the individual’s reward to
the KPI’s of the Group and to its strategy and performance. The Company undertakes a rigorous and detailed annual forecasting and budget
process. The Board believes achievement of the annual forecast and budget is therefore the most relevant short-term performance condition.

The financial performance objectives include but are not limited to “Earnings before Interest, Tax, Depreciation and Amortisation” (“EBITDA”),
Earnings before Interest and Tax (“EBIT”) in local currencies, Same Store Sales, “Franchise operations EBITDA”, Net Profit After Tax (“NPAT”),
and Franchisee profitability (EBITDA) compared to budget and last year. The specific targets are not detailed in this report due to their
commercial sensitivity.

LONG-TERM INCENTIVE
Options are issued under the ESOP, and it provides for KMP to receive a number of options, as determined by the Board, over ordinary shares.
Options issued under the ESOP will be subject to performance conditions that are detailed on page 81.

The Nomination and Remuneration Committee considers this equity performance-linked remuneration structure to be appropriate as KMP
only receive a benefit where there is a corresponding direct benefit to shareholders.

The tables below set out summary information about the Group’s earnings and movements in shareholder wealth for the five years to
30 June 2019:

30 JUNE 2019 01 JULY 2018 02 JULY 2017 03 JULY 2016 28 JUNE 2015
$’000 $’000 $’000 $’000 $’000

Revenue 1,435,410 1,153,952 1,073,125 930,218 702,437

Net profit before tax 159,413 174,476 150,680 125,819 97,840

Net profit after tax 114,379 121,693 105,804 86,592 68,421

30 JUNE 2019 01 JULY 2018 02 JULY 2017 03 JULY 2016 28 JUNE 2015

Share price at start of year ($) 52.22 52.08 68.82 36.16 21.82

Share price at end of year ($) 37.64 52.22 52.08 68.82 36.16

Interim dividend per share (cents) (i)


62.7 58.1 48.4 34.7 24.6

Final dividend per share (cents) (i) (ii) 52.8 49.7 44.9 38.8 27.2

Basic earnings per share (cents) 135.5 139.4 116.0 94.4 74.2

Diluted earnings per share (cents) 135.4 139.0 114.7 92.2 72.8

(i) Interim and final dividends for the year ended 30 June 2019 are franked at 75% and 100% respectively and at 30% corporate income tax
rate. Interim and final dividends for the year ended 01 July 2018 are franked to 40% and 75% respectively at 30% corporate income tax
rate. For the year ended 02 July 2017 interim and final dividends are franked to 50% at 30% corporate income tax rate and prior periods
interim and final dividends were franked to 100% at 30% corporate income tax rate.

(ii) The final dividend for the financial year ended 30 June 2019 was declared after the end of the reporting period and is not reflected in the
financial statements.

074 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

POLICY ON HEDGING EQUITY INCENTIVE SCHEMES


Participants are not permitted, without the prior written consent of the Chairman, to enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of participating in the scheme.

MANAGING DIRECTOR/GROUP CHIEF EXECUTIVE OFFICER (GROUP CEO) REMUNERATION STRUCTURE


The following remuneration structure applied to the Group CEO for FY19.

Fixed remuneration $1,200,000 per annum, reviewed annually by the Board in accordance with normal
remuneration processes

Performance linked remuneration • Short-term incentive up to $1,000,000, subject to the achievement of KPIs set annually,
and approved by the Board. Paid as 100% cash.
• Long-term Incentive - Options subject to performance conditions were granted on
8 November 2017. These options were approved by Shareholder Resolution on
8 November 2017.

KEY PERFORMANCE INDICATORS


The Board set the KPIs for the Group CEO during financial year ended 30 June 2019 to be in line with the plan for the Group. The first and
largest consideration was the financial performance of the Group. This accounts for 95% of the total weighting for the short-term incentive
bonus, based on year on year NPAT growth, and EBIT performance in individual markets. The second consideration was the net increase in
organic new stores across the Group with 5% of the total weighting for the short-term incentive.

KPI WEIGHTING MEASURES

Financial Performance 95% • Group EBIT ($)


• Australia and New Zealand budgeted EBIT ($)
• Europe budgeted EBIT (€)
• Japan budgeted EBIT (¥)

New Store Growth 5% Group organic new store openings

In FY19 the Group CEO achieved 15% of his short-term incentive.

The Group CEO achieved none of his FY18 short-term incentive.

LONG-TERM INCENTIVE (EXECUTIVE SHARE AND OPTION PLAN)


The Long-Term incentive approved by shareholder resolution on the 8 November 2017 resulted in the granting of three tranches of options
in calendar years 2017, 2018 and 2019 as follows:

FIRST EXERCISE
SERIES NUMBER GRANTED EXERCISE PRICE FAIR VALUE GRANT DATE DATE

Tranche 1 (Series 28) 220,000 $46.63 $11.22 8 Nov 2017 1 Sept 2020

Tranche 2 (Series 31) 220,000 $51.96 $7.27 23 Jan 2019 1 Sept 2021

Tranche 3(i) 297,000 $51.96 $7.27 8 Nov 2019 1 Sept 2022

(i) The fair value and exercise price for Tranche 3 are indicative values and will be revised at the relevant grant date.

The options were granted under the terms and conditions of the Company’s Executive Share and Option Plan. The plan rules are available for
inspection on the ASX’s announcements platform.

075 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

OPTION VESTING CONDITIONS


Options granted to the Group CEO vest in accordance with the following table if the Company’s cumulative annual compound earnings per
share (EPS) growth as determined by the Board acting reasonably based on the audited financial statements of the Company, over the relevant
performance period is at least 12%. The cumulative EPS target below applies to Tranche 1 and 2 however for Tranche 3 the cumulative EPS
targets will be recalculated prior to the relevant date of grant.

TRANCHE 1 TRANCHE 2
(SERIES 28) (SERIES 31) TRANCHE 3
ANNUAL COMPOUND
EPS GROWTH DURING CUMULATIVE CUMULATIVE PROPORTION NUMBER OF NUMBER OF NUMBER OF
THE PERFORMANCE EPS TARGET EPS TARGET OF OPTIONS OPTIONS OPTIONS OPTIONS
PERIOD (TRANCHE 1 ONLY) (TRANCHE 2 ONLY) WHICH VEST WHICH VEST WHICH VEST WHICH VEST

Less than 12% less than 5.049 less than 5.775 0% 0 0 0

12% up to 5.049 up to 5.775 up to 20% 44,000 44,000 59,400


less than 13% less than 5.143 less than 5.882

13% up to 5.143 up to 5.882 up to 30% 66,000 66,000 89,100


less than 14% less than 5.239 less than 5.992

14% up to 5.239 up to 5.992 up to 40% 88,000 88,000 118,800


less than 15% less than 5.335 less than 6.102

15% up to 5.335 up to 6.102 up to 50% 110,000 110,000 148,500


less than 16% less than 5.433 less than 6.214

16% up to 5.433 up to 6.214 up to 60% 132,000 132,000 178,200


less than 17% less than 5.532 less than 6.327

17% up to 5.532 up to 6.327 up to 70% 154,000 154,000 207,900


less than 18% less than 5.632 less than 6.441

18% up to 5.632 up to 6.441 up to 80% 176,000 176,000 237,600


less than 19% less than 5.733 less than 6.557

19% up to 5.733 up to 6.557 up to 90% 198,000 198,000 267,300


less than 20% less than 5.836 less than 6.674

20% or over 5.836 or over 6.674 or over 100% 220,000 220,000 297,000

For options which do not vest they automatically lapse and are cancelled.

076 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

REMUNERATION OF DIRECTORS AND KMP

POST-
EMPLOYMENT
SHORT-TERM BENEFITS BENEFITS TOTAL
NON-MONETARY
FEES BENEFITS(i) SUPERANNUATION
$ $ $ $

Non-executive directors

Jack Cowin 2019 263,231 - 20,540 283,771

2018 250,000 24,667 20,049 294,716

Ross Adler 2019 166,615 - 15,829 182,444

2018 160,000 24,667 15,200 199,867

Grant Bourke 2019 127,333 - 12,097 139,430

2018 112,000 24,667 10,640 147,307

Lynda O’Grady 2019 117,762 - 11,187 128,949

2018 100,000 24,667 9,500 134,167

Ursula Schreiber 2019(ii) 73,762 - 7,007 80,769

Former non-executive directors

Paul Cave 2019(iii) 36,154 - 3,435 39,589

2018 100,000 24,667 9,500 134,167

Total 2019 784,857 - 70,095 854,952

2018 722,000 123,335 64,889 910,224

(i) The 2018 non-monetary benefits relate to directors and officer’s insurance premiums. For 2019 the Company has revised its position
that such insurance premiums do not constitute non-monetary benefits provided to directors and officers given the insurance contact
provides coverage to the Company.

(ii) On the 30 November 2018, Ursula Schreiber was appointed to the board.

(iii) On the 7 November 2018, Paul Cave resigned from the board.

077 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


078 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED

Remuneration Report (continued)

continued
Directors’ Report
POST- PERFOR-
LONG-TERM EMPLOYMENT MANCE
SHORT-TERM BENEFITS BENEFITS BENEFITS SHARE BASED-PAYMENTS(IV) TOTAL RELATED
OTHER NON- LONG DEFERRED
SHORT-TERM MONETARY SERVICE SUPER- COMPONENT OPTIONS
SALARIES BONUS(i) BENEFITS(vi) BENEFITS(vii) LEAVE ANNUATION (STI)(i) (viii) (LTI)
$ $ $ $ $ $ $ $ $ %

Executive Director

Don Meij 2019(v) 1,181,028 150,000 - - 28,513 20,540 - (429,233) 950,848 (29.4)%

2018(v) 1,092,027 - - 24,667 18,034 20,049 - (377,564) 777,213 (48.6)%

Executive Officers

Richard Coney 2019(v) 468,208 67,059 - - 11,106 20,540 17,336 42,508 626,757 20.2%

2018(v) 452,183 48,854 - 24,667 7,037 20,049 - (9,789) 543,001 7.2%

Andrew Rennie 2019(ii) 757,576 - 498,767 - 6,705 - - 1,167,253 2,430,301 48.0%

2018 (ii)
476,862 - 442,072 - 5,484 - - 1,626,990 2,551,408 63.8%

Josh Kilimnik 2019 655,375 311,873 260,007 - - 50,890 - 45,881 1,324,026 27.0%

2018 238,814 18,843 380,043 - - 23,235 - 13,325 674,260 4.8%

Nick Knight 2019(v) 452,124 - - - 21,654 20,540 - 34,856 529,174 6.6%

2018 (v)
362,345 24,905 - 24,667 6,404 20,049 - (28,976) 409,394 (1.0)%

Allan Collins 2019(v) 461,023 29,684 - - 15,140 20,540 7,674 26,727 560,788 11.4%

2018 (v)
428,854 29,292 - 24,667 7,293 20,049 - (3,399) 506,756 5.1%

Michael Gillespie 2019(v) 444,059 74,420 - - 24,052 20,540 19,239 (6,032) 576,278 15.2%

2018(iii)(v) 284,096 39,738 - 19,449 9,707 15,658 - (69,380) 299,268 (9.9)%

Former Executive Officers

Scott Oelkers 2019 ------------------------------------------------------------------------------------------------------------------------------------------------------------ %

2018(ii) 875,779 - 42,193 - - - - - 917,972 -%

Total 2019 4,419,393 633,036 758,774 - 107,170 153,590 44,249 881,960 6,998,172 22.3%

2018 4,210,960 161,632 864,308 118,117 53,959 119,089 - 1,151,207 6,679,272 19.7%
Directors’ Report
continued

Remuneration Report (continued)

(i) The incentives are dependent on satisfaction of performance conditions.


(ii) Included in salaries and other short-term benefits are amounts relating to tax equalisation.
(iii) On 15 September 2017 Michael Gillespie was appointed as Group Chief Digital and Technology Officer, and as a result of this appointment,
is now considered a KMP. The remuneration of Michael Gillespie is proportioned for the period that he is considered KMP.
(iv) Share-based payment is calculated using the number of instruments granted by the grant date fair value over the vesting period, taking
the cost that relates to the financial year ended 30 June 2019.
(v) The share-based payments remuneration amount for the financial year ended 30 June 2019 includes the derecognition of prior year’s
remuneration for options series 28 or 29 for Australian and New Zealand employees and options series 29 for European employees. The
derecognition of the remuneration is due to a re-assessment of the probability of achievement of the non-market option vesting conditions
in the current year principally being the cumulative annual compound EPS and cumulative EBIT target over the performance period.
The share-based payments remuneration amount for the financial year ended 01 July 2018 includes the derecognition of prior year’s
remuneration for options series 25 or 27 for Australian and New Zealand employees. The derecognition of the remuneration is due to a
re-assessment of the probability of achievement of the non-market option vesting conditions in the current year principally being the
compound annual EPS growth hurdle. In making that assessment the Board exercised its discretion to adjust the Group’s forecasted
compound annual EPS growth for FY19 to better reflect underlying growth and made adjustments to remove the benefits from acquisitions
as well as non-recurring, one-off or extraordinary items. The effect of these adjustments is that there will need to be a higher rate of
underlying compound annual EPS growth for options to vest in FY19.
(vi) Amounts relate to expatriate allowances including but not limited to housing, schooling and healthcare.
(vii) The 2018 non-monetary benefits relate to directors and officer’s insurance premiums. For 2019, the Company has revised its position
that such insurance premiums do not constitute non-monetary benefits provided to directors and officers given the insurance contract
provides covers to the Company.
(viii) The expense relating to the deferred STI payable as equity or cash is recognised over a 2.9 year vesting period which ends on
21 August 2021.
No director or KMP appointed during the period received a payment as part of his or her consideration for agreeing to hold their position.

INCENTIVES AND SHARE-BASED PAYMENTS GRANTED AS REMUNERATION FOR THE FINANCIAL YEAR

INCENTIVES
On 20 August 2019, Don Meij, Richard Coney, Josh Kilimnik, Allan Collins and Michael Gillespie were granted a cash or a combination of cash
and a deferred component (equity or cash) incentive for their performance during the year ended 30 June 2019. The incentive conditions
were agreed by the Board during the year. The amounts were determined and approved by the Board based on a recommendation by the
Nomination and Remuneration Committee.
No other incentives were granted during the financial year ended 30 June 2019.

SHORT-TERM INCENTIVE
DEFERRED
COMPONENT TO AMOUNT
INCLUDED IN BE RECOGNISED IN FORFEITED IN PERCENTAGE PERCENTAGE
COMPENSATION FUTURE PERIODS YEAR AWARDED IN YEAR FORFEITED IN YEAR
$(i) $ $ %(ii) %(iii)

Don Meij 150,000 - 850,000 15.0% 85.0%


Richard Coney 84,395 49,723 353,583 27.5% 72.5%
Andrew Rennie - - 414,673 0% 100%
Josh Kilimnik 311,873 - - 100% 0%
Nick Knight - - 473,750 0% 100%
Allan Collins 37,358 22,010 387,007 13.3% 86.7%
Michael Gillespie 93,659 55,181 240,285 38.2% 61.8%

079 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

(i) Amounts included in remuneration for the financial year represent the amount that vested in the financial year based on achievement
of satisfaction of specified performance criteria.
(ii) Percentage awarded in the year is inclusive of full fair value of the deferred STI payable equity or cash, of the short-term incentive awarded
for the year ended 30 June 2019.
(iii) The amounts forfeited are due to the performance or service criteria not being met in relation to the financial year ended 30 June 2019.

LONG-TERM INCENTIVES
There were no long-term cash incentives granted for the financial year ended 30 June 2019.

EXECUTIVE SHARE AND OPTION PLAN (ESOP)


The Company established the ESOP to assist in the recruitment, reward, retention and motivation of the company’s KMP (“the participants”).
In accordance with the provisions of the scheme, KMP within the Company, to be determined by the Board, are granted options for no
consideration to purchase parcels of shares at various exercise prices. Each option confers an entitlement to subscribe for and be issued
one share, credited as fully paid, at the exercise price.
Options issued under the ESOP may not be transferred unless the Board determines otherwise. The Company has no obligation to apply for quotation
of the options on the ASX. However, the Company must apply to the ASX for official quotation of shares issued on the exercise of the options.
Effective 30 April 2009, the Company must not issue any shares or grant any option under this plan if, immediately after the issue or grant, the
sum of the total number of unissued shares over which options, rights or other options (which remain outstanding) have been granted under
this plan and any other Group employee incentive scheme would exceed 7.5% of the total number of shares on issue on a fully diluted basis
at the time of the proposed issue or grant.
Fully diluted basis means the number of shares which would be on issue if all those securities of the Company which are capable of being
converted into shares, were converted into shares. If the number of shares into which the securities are capable of being converted cannot
be calculated at the relevant time, those shares will be disregarded.
During the prior and current financial year, the following share-based payment arrangements were in existence:

OPTIONS ISSUE & EXPIRY GRANT DATE VESTING


SERIES GRANT DATE GRANTED TO DATE FAIR VALUE EXERCISE PRICE DATE
(18) 29 Oct. 2014 Don Meij(i) 28 Oct. 2020 $7.16 $22.89 01 Sep. 2017
(19) 29 Oct. 2014 ANZ Employees 31 Aug. 2018 $7.39 $22.89 01 Sep. 2017
(20) 27 Jan. 2015 Andrew Rennie (i)
31 Aug. 2020 $10.51 $16.52 01 Sep. 2017
(21) 03 Feb. 2015 Europe Employees 31 Aug. 2018 $7.11 $22.89 01 Sep. 2017
(22) 20 Jun. 2015 Europe Employees 31 Aug. 2018 $9.08 $36.31 01 Sep. 2017
(23) 03 Sep. 2015 Don Meij (i)
28 Oct. 2020 $8.20 $40.95 01 Sep. 2018
(24) 03 Sep. 2015 Andrew Rennie (i)
31 Aug. 2020 $8.18 $40.95 01 Sep. 2018
(24) 03 Sep. 2015 ANZ Employees 31 Aug. 2019 $8.18 $40.95 01 Sep. 2018
(24) 03 Sep. 2015 Europe Employees 31 Aug. 2019 $8.18 $40.95 01 Sep. 2018
(24) 03 Sep. 2015 Japan Employees 31 Aug. 2019 $8.18 $40.95 01 Sep. 2018
(25) 01 Sep. 2016 Don Meij (i)
28 Oct. 2020 $17.00 $76.23 01 Sep. 2019
(26) 01 Sep. 2016 Andrew Rennie (i)
31 Aug. 2020 $16.50 $76.23 01 Sep. 2019
(27) 01 Sep. 2016 ANZ Employees 31 Aug. 2020 $16.80 $76.23 01 Sep. 2019
(27) 01 Sep. 2016 Europe Employees 31 Aug. 2020 $16.80 $76.23 01 Sep. 2019
(27) 01 Sep. 2016 Japan Employees 31 Aug. 2020 $16.80 $76.23 01 Sep. 2019
(28) 08 Nov. 2017 Don Meij 31 Aug. 2021 $11.22 $46.63 01 Sep. 2020
(29) 18 Apr 2018 ANZ Employees 31 Aug. 2021 $5.88 $45.25 01 Sep. 2020
(29) 18 Apr 2018 Europe Employees 31 Aug. 2021 $5.88 $45.25 01 Sep. 2020

080 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

OPTIONS ISSUE & EXPIRY GRANT DATE VESTING


SERIES GRANT DATE GRANTED TO DATE FAIR VALUE EXERCISE PRICE DATE
(29) 18 Apr. 2018 Japan Employees 31 Aug. 2021 $5.88 $45.25 01 Sep. 2020
(30) 14 Aug 2018 Andrew Rennie 31 Aug. 2021 $9.58 $45.25 01 Sep. 2020
(31) 23 Jan. 2019 Don Meij 31 Aug. 2022 $7.27 $51.96 01 Sep. 2021
(32) 25 May 2019 ANZ Employees 31 Aug. 2022 $3.98 $51.96 01 Sep. 2021
(32) 25 May 2019 Europe Employees 31 Aug. 2022 $3.98 $51.96 01 Sep. 2021
(32) 25 May 2019 Japan Employees 31 Aug. 2022 $3.98 $51.96 01 Sep. 2021

(i) Options and shares issued on the exercise of options to Don Meij and Andrew Rennie are subject to an escrow. Don Meij’s escrow period
commencing on the date of issue and ending on 28 October 2019. Andrew Rennie’s escrow period commencing on the date of issue and
ending on 01 January 2019.

ANZ EMPLOYEE AND DON MEIJ OPTION VESTING CONDITIONS


Options pertaining to series 18, 19, 23, 24, 25 and 27 vest in accordance with the compound annual EPS growth rate over the relevant three-
year performance period.

PERCENTAGE OF PERFORMANCE PROPORTION OF OPTIONS


PERFORMANCE CONDITION HURDLE ACHIEVED VESTING

Less than 9% 0%

9% up to less than 9.5% 10%

9.5% up to less than 10% 20%

10% up to less than 10.5% 40%


DPE EPS percentage growth
10.5% up to less than 11% 50%
over the relevant performance period
($AUD) 11% up to less than 12% 60%

12% up to less than 13% 70%

13% up to less than 14% 80%

14% up to less than 15% 90%

15% or over 100%

EUROPE EMPLOYEES & ANDREW RENNIE OPTION VESTING CONDITIONS


Options pertaining to series 20, 21, 22, 24, 26 and 27 vest in accordance with the following table. If the options vest, the vesting date will be
the date on which the DPE Europe EBIT three-year performance is determined. If the options do not vest, they automatically lapse. Options
granted to Andrew Rennie, Chief Executive Officer Europe are subject to escrow conditions.

PERCENTAGE OF PERFORMANCE PROPORTION OF


PERFORMANCE CONDITION HURDLE ACHIEVED OPTIONS VESTING

Less than 90% 0%

Europe EBIT performance 90% 25%

(€) More than 90% but less than 100% Between 25% and 100% on a pro-rata basis

100% or more 100%

081 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

JAPAN EMPLOYEES OPTION VESTING CONDITIONS


Options pertaining to series 24 and 27 vest in accordance with the below table and are subject to a DPE Japan EBITDA performance hurdle
over a three-year performance period.

PERCENTAGE OF PERFORMANCE PROPORTION OF


PERFORMANCE CONDITION HURDLE ACHIEVED OPTIONS VESTING
Less than 96% 0%

Japan EBIT performance 96% 25%

(¥) More than 96% but less than 100% Between 25% and 100% on a pro-rata basis

100% or more 100%

Other vesting service or performance criteria:


Other than the above vesting conditions specified by Region, there are no further service or performance criteria that need to be met before
the options vest.

OPTIONS ISSUED DURING FY19 AND FY18


Options pertaining to series 28, 29, 30, 31 and 32 vest in accordance with the below table and are based on a sliding scale of the Company’s
cumulative annual compound earnings per share (EPS) growth for Group based roles, or a combination of the Company’s cumulative annual
compound EPS and the cumulative regional EBIT target over the performance period for regional specific relevant roles.

ANNUAL COMPOUND EPS GROWTH PERCENTAGE OF CUMULATIVE EBIT

ANNUAL COMPOUND EPS GROWTH PROPORTION OF PERCENTAGE OF CUMULATIVE EBIT PROPORTION OF


DURING THE PERFORMANCE PERIOD OPTIONS WHICH VEST TARGET OVER PERFORMANCE PERIOD OPTIONS WHICH VEST

Less than 12% 0% Less than 93% 0%

12% up to less than 13% 20% 93% 25%

13% up to less than 14% 30% 94% 35%

14% up to less than 15% 40% 95% 45%

15% up to less than 16% 50% 96% 55%

16% up to less than 17% 60% 97% 65%

17% up to less than 18% 70% 98% 75%

18% up to less than 19% 80% 99% 80%

19% up to less than 20% 90% 100% 85%

20% or over 100% 101% 90%


102% 95%
103% or more 100%

082 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

EXERCISED OPTIONS
During the year, the following KMP exercised options that were granted to them as part of their remuneration. Each option converts into one
ordinary share of DPE Limited.

NO. OF ORDINARY
NO. OF OPTIONS SHARES OF DPE
NAME EXERCISED LIMITED ISSUED AMOUNT PAID AMOUNT UNPAID

Don Meij - - - $nil

Richard Coney 30,000 30,000 $1,228,500 $nil

Andrew Rennie - - - $nil

Josh Kilimnik - - - $nil

Nick Knight(i) 500 500 $11,445 $nil

Allan Collins 38,500 38,500 $1,576,575 $nil

Michael Gillespie 8,000 8,000 $327,600 $nil

(i) Includes options exercised by a related party during the period.

The following table summarises the value of options exercised or lapsed during the financial year to directors and senior management:

VALUE OF OPTIONS VALUE OF OPTIONS VALUE OF OPTIONS


GRANTED AT THE EXERCISED AT THE LAPSED AT THE DATE
GRANT DATE(i) EXERCISE DATE(ii) OF LAPSE(iii)
NAME $ $ $

Don Meij - - -

Richard Coney 245,400 280,800 -

Andrew Rennie - - -

Josh Kilimnik - - -

Nick Knight(iv) 3,695 16,555 -

Allan Collins 314,930 136,675 -

Michael Gillespie 65,440 23,520 -

(i) The value of options granted during the period is recognised in remuneration over the vesting period of the grant, in accordance with
Australian accounting standards.

(ii) Determined at the time of exercise at the intrinsic value, being the share price at the date of exercise less the exercise price, multiplied
by the number of shares exercised.

(iii) The value of options lapsing during the period due to the failure to satisfy a vesting condition is determined assuming the vesting condition
had been satisfied.

(iv) Includes options exercised by a related party during the period.

083 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

Fully paid ordinary shares of Domino’s Pizza Enterprises Limited


The numbers of shares in the Company held during the financial year by each director of Domino’s Pizza Enterprises Limited and other key
management personnel of the Group, including their personally related parties, are set out below. There were no shares granted during the
reporting period as compensation.

BALANCE AT RECEIVED ON BALANCE AT


BEGINNING OF GRANTED AS EXERCISE OF NET OTHER THE END OF BALANCE HELD
FINANCIAL YEAR COMPENSATION OPTIONS CHANGE FINANCIAL YEAR NOMINALLY
NO. NO. NO. NO. NO. NO.

2019

Jack Cowin - - - - - -
Ross Adler 201,796 - - (1,796) 200,000 -
Grant Bourke 1,778,344 - - (150,000) 1,628,344 -
Paul Cave 369,166 - - - 369,166 -
Ursula Schreiber - - - - - -
Lynda O’Grady 2,000 - - - 2,000 -
Don Meij 1,843,344 - - - 1,843,344 -
Richard Coney 25,454 - 30,000 (30,000) 25,454 -
Andrew Rennie 900,225 - - (200,000) 700,225 -
Nick Knight(i) 61,942 - 500 (62,058) 384 -
Josh Kilimnik 2,600 - - - 2,600 -
Allan Collins 262 - 38,500 (38,570) 192 -
Michael Gillespie - - 8,000 (8,000) - -

2018

Jack Cowin - - - - - -
Ross Adler 205,796 - - (4,000) 201,796 -

Grant Bourke 1,798,344 - - (20,000) 1,778,344 -

Paul Cave 369,166 - - - 369,166 -

Lynda O’Grady 2,000 - - - 2,000 -

Don Meij 2,686,807 - 300,000 (1,143,463) 1,843,344 -

Richard Coney 45,719 - 54,000 (74,265) 25,454 -

Andrew Rennie 1,106,666 - 150,000 (356,441) 900,225 -

Nick Knight 72,282 - 27,000 (37,340) 61,942 -

Josh Kilimnik 800 - - 1,800 2,600 -

Allan Collins 232,532 - 38,500 (270,770) 262 -

Michael Gillespie - - 8,000 (8,000) - -

(i) Includes shares held during the period by a related party.

084 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

Executive share options of Domino’s Pizza Enterprises Limited


BALANCE AT BALANCE AT OPTIONS
BEGINNING OF GRANTED AS NET OTHER THE END OF VESTED
FINANCIAL YEAR COMPENSATION EXERCISED CHANGE FINANCIAL YEAR DURING YEAR
NO. NO. NO. NO. NO. NO.

2019

Don Meij 920,000 220,000 - - 1,140,000 300,000

Richard Coney 160,000 26,000 (30,000) - 156,000 54,000

Andrew Rennie 350,000 294,000 - - 644,000 150,000

Nick Knight(i) 144,000 25,000 (500) 15,500 184,000 48,500

Josh Kilimnik 29,500 40,000 - - 69,500 -

Allan Collins 122,000 22,500 (38,500) - 106,000 38,500

Michael Gillespie 73,500 17,500 (8,000) - 83,000 8,000

2018

Don Meij 1,000,000 220,000 (300,000) - 920,000 300,000

Richard Coney 162,000 52,000 (54,000) - 160,000 54,000

Andrew Rennie 500,000 - (150,000) - 350,000 150,000

Nick Knight 121,000 50,000 (27,000) - 144,000 27,000

Josh Kilimnik - 29,500 - - 29,500 -

Allan Collins 115,500 45,000 (38,500) - 122,000 38,500

Michael Gillespie 46,500 35,000 (8,000) - 73,500 8,000

Scott Oelkers 120,000 - - (120,000) - -

(i) Includes options relating to a related party.

CONTRACTS FOR SERVICES OF KMP

NOTICE NOTICE
TERM OF CONTRACT TERMINATION – TERMINATION – TERMINATION PAYMENT -
NAME CONTRACT COMMENCEMENT BY COMPANY BY EXECUTIVE AMOUNT EQUAL TO

Don Meij 5 years 8 November 2017 12 months 12 months 12 months remuneration

Richard Coney Ongoing 16 May 2005 6 months 6 months 6 months remuneration

Andrew Rennie 5 years 1 January 2018 12 months 12/6 months 12/6 months remuneration

Josh Kilimnik 3 years 1 January 2018 6 months 6 months 6 months remuneration

Nick Knight Ongoing 1 October 2012 3 months 3 months 3 months remuneration

Allan Collins Ongoing 8 January 2013 6 months 6 months 6 months remuneration

Michael Gillespie Ongoing 15 September 2017 3 months 3 months 3 months remuneration

085 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ Report
continued

Remuneration Report (continued)

The directors believe that the remuneration for each of the KMP is appropriate given their allocated accountabilities, the scale of the Company’s
business and the industry in which the Company operates. The service contracts outline the components of remuneration paid to the executive
directors and KMP but do not prescribe how the remuneration levels are modified year to year. Remuneration levels are reviewed each year
to take into account cost-of-living changes, any change in the scope of the role performed by the KMP and any changes required to meet the
principles of the Remuneration Policy.

Each of the KMP has agreed that during their employment and for a period of up to six months afterwards, they will not compete with the Company,
canvass, solicit, induce or encourage any person who is or was an employee of the Company at any time during the employment period to leave
the Company or interfere in any way with the relationship between the Company and its clients, customers, employees, consultants or suppliers.

Don Meij, Managing Director/Group CEO, has a contract of employment with Domino’s Pizza Enterprises Limited dated 8 November 2017. The
contract specifies the duties and obligations to be fulfilled by the Group CEO and provides that the Board and Group CEO will, early in each
financial year, consult and agree objectives for achievement during that year.

Don Meij’s contract provides that he may terminate the agreement by giving 12 month’s written notice. He may also resign on one month’s
notice if there is a change in control of the Company, and he forms the reasonable opinion that there have been material changes to the
policies, strategies or future plans of the Board and, as a result, he will not be able to implement his strategy or plans for the development of the
Company or its projects. If Don Meij resigns for this reason, then in recognition of his past service to the Company, on the date of termination,
in addition to any payment made to him during the notice period or by the Company in lieu of notice, the Company must pay him an amount
equal to the salary component and superannuation that would have been paid to him in the 12 months after the date of termination.

A change in control occurs when any shareholder (either alone or together with its associates) having a relevant interest in less than 50% of
the issued shares in the Company acquires a relevant interest in 50% or more of the shares on issue at any time in the capital of the Company
or the composition of a majority of the Board changes for a reason other than retirement in the normal course of business or death.

NON-EXECUTIVE DIRECTORS
The Constitution of the Company provides that non-executive directors are entitled to receive remuneration for their services as determined
by the Company in a general meeting. The Company has resolved that the maximum aggregate amount of directors’ fees (which does not
include remuneration of executive directors and other non-director services provided by directors) is $1,400,000 per annum. The non-
executive directors may divide that remuneration among themselves as they decide. Non-executive directors are entitled to be reimbursed
for their reasonable expenses incurred in connection with the affairs of the Company. A non-executive director may also be compensated
as determined by the directors if that director performs additional or special duties for the Company. A former director may also receive a
retirement benefit of an amount determined by the Board of Directors in recognition of past services, subject to the ASX Listing Rules and
the Corporations Act 2001.

Non-executive directors do not receive performance-based remuneration. Directors’ fees cover all main Board activities.

Current fees, with the effect from 01 December 2018 for a non-executive director was $127,853 per director per annum (2018: $100,000),
Chairman of the Board was $270,000 per annum (2018: $250,000), Deputy Chairman of the Board/ Chairman of the Audit Committee was
$170,000 (2018: $160,000) and Director/Chairman of the Nomination & Remuneration Committee was $135,000 (2018: $112,000), plus
superannuation where applicable.

Signed in accordance with a resolution of the directors made pursuant to s.298(2) of the Corporations Act 2001.

On behalf of the directors

Jack Cowin Don Meij

Non-Executive Chairman Managing Director/Group Chief Executive Officer


Sydney, 20 August 2019 Sydney, 20 August 2019

086 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Auditor’s independence declaration
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Level 23, Riverside Centre
123 Eagle Street
Brisbane, QLD, 4000
Australia

Phone: +61 7 3308 7000


www.deloitte.com.au

20 August 2019

The Directors
Domino’s Pizza Enterprises Limited
Level 1, KSD1
485 Kingsford Smith Drive
HAMILTON QLD 4007

Dear Directors

Auditor’s Independence Declaration to Domino’s Pizza Enterprises Limited

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Domino’s Pizza Enterprises Limited.

As lead audit partner for the audit of the financial statements of Domino’s Pizza Enterprises Limited for
the financial year ended 30 June 2019, I declare that to the best of my knowledge and belief, there
have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
(ii) any applicable code of professional conduct in relation to the audit.

Yours faithfully

DELOITTE TOUCHE TOHMATSU

Matthew Donaldson
Partner
Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Asia Pacific Limited and the Deloitte Network.

087 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Independent Auditor’s Report
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Level 23, Riverside Centre
123 Eagle Street
Brisbane, QLD, 4000
Australia

Phone: +61 7 3308 7000


www.deloitte.com.au

Independent Auditor’s Report to the


Members of Domino’s Pizza Enterprises
Limited
Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Domino’s Pizza Enterprises Limited (the “Company”) and its
subsidiaries (the “Group”), which comprises the consolidated statement of financial position as at
30 June 2019, the consolidated statement of profit or loss, consolidated statement of other
comprehensive income, the consolidated statement of cash flows and the consolidated statement of
changes in equity for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies, and the directors’ declaration.

In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:

(i) giving a true and fair view of the Group’s financial position as at 30 June 2019 and of their
financial performance for the year then ended; and

(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have
also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001, which has
been given to the directors of the Company, would be in the same terms if given to the directors as
at the time of this auditor’s report.

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial report for the current period. These matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Asia Pacific Limited and the Deloitte Network.

088 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Independent Auditor’s Report
continued

Key Audit Matter How the scope of our audit responded to the
Key Audit Matter
Carrying Value of Goodwill and Indefinite Life In conjunction with our valuation specialists, our
Intangible Assets in the Japan, Germany and procedures included, but were not limited to:
France/Belgium Cash Generating Units (CGUs)
 Evaluating the Group’s identification of
As at 30 June 2019, the carrying value of the CGUs and the allocation of goodwill to the
Japan CGU included goodwill of $271.5 million carrying value of CGUs based on our
and indefinite life intangible assets of $46.0 understanding of the Group’s business;
million. The carrying value of the German CGU  Evaluating the appropriateness of the
included goodwill of $84.3 million and indefinite methodology applied by management in
life intangible assets of $174.8 million. The calculating the recoverable amounts of the
carrying value of the France/Belgium CGU CGUs;
included goodwill of $49.4 million and indefinite  Challenging the assumptions used to
life intangible assets of $49.4 million, as calculate the discount rates and
disclosed in Note 9. recalculating these rates;
 Agreeing the projected cash flows to Board
Management is required to exercise significant approved budgets and assessing the cash
judgement in estimating future cash flows, flows, operating margins, expected growth
market growth rates and discount rates, which rates during the 5 year budget period and
are used to determine the recoverable amount terminal growth rates against historical
of the CGUs. performance and published industry
economic data;
 Testing the mathematical accuracy of the
models used to calculate recoverable
amount; and
 Performing sensitivity analysis on the
recoverable amount of the CGU’s in relation
to the assumed growth rates during the 5
year budget period, terminal growth rates
and discount rates.

We also assessed the appropriateness of the


disclosures included in Note 9 to the financial
statements.

AASB 16 Leases: Presentation and Disclosure Our procedures included, but were not limited
to:
As disclosed in Note 33, the Group is required
to apply AASB 16 from 1 July 2019. The  Testing the completeness of the identified
adoption of AASB 16 is expected to have a lease contracts by disaggregating operating
material impact on the Group’s financial expenses by their nature to identify
statements. categories that may contain a lease
arrangement. Using the disaggregated
As at 30 June 2019 the preliminary assessment population, we inspected a sample of
of the impact of the standard on the financial contracts determined by management to
statements for the year commencing 1 July include a lease and a sample of contracts
2019 as disclosed in Note 33 is: that management did not assess as
containing a lease;
 Lease Liability ranging from ($694m)  For a sample of leases, agreeing the lease
to ($758m) terms used in management’s calculation of
 Right of use asset ranging from $311m the expected impact of AASB 16 to the lease
to $340m contract;
 Net investment in lease asset ranging  Challenging the incremental borrowing rate
from $377m to $411m used by management in the calculation of
 Deferred tax ranging from $1m to $2m the lease liability, with the assistance of our
 Retained earnings ranging from $4m to Treasury and Capital Market specialists;
$5m

089 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Independent Auditor’s Report
continued

Key Audit Matter How the scope of our audit responded to the
Key Audit Matter
In estimating the expected impact of AASB 16,  Assessing the appropriateness of the
management is required to analyse their assumptions and key judgements applied
contractual arrangements to conclude whether by management in determining the
they include a lease, and exercise significant expected lease period for each lease,
judgement in determining key assumptions including the likely exercise of renewal
used to calculate the lease liability, right of use options;
asset and financial asset, including the  Recalculating the lease liability, right of use
incremental borrowing rates and the likely asset and financial asset on a sample basis
exercise of renewal options. to test the mathematical accuracy of
management’s lease calculations.

We also assessed the appropriateness of the


disclosures included in Note 33 to the financial
statements.

Valuation of the put option related to the future In conjunction with our valuation specialists, our
exit of the non-controlling interest in the procedures included, but were not limited to:
German component
 Assessing the appropriateness of the
As at 30 June 2019, the put option relating to methodology applied by management in
the non-controlling interest in Germany is valuing the option;
valued at $87.8 million as disclosed in Notes 21  Challenging the key assumptions used in
and 22. valuing the option, including expected
future earnings of the component, the
The put option financial liability is classified as expected timing of exercise of the put
Level 3 on the fair value hierarchy due to option and the discount rate;
significant unobservable inputs. Consequently,  Confirming that the assumptions used in the
management are required to make significant valuation model are in accordance with the
judgements in respect of valuation inputs terms of the put options as prescribed by
relating to market growth rates, the expected the shareholders’ agreement; and
timing of exercise of the put option and the  Testing the mathematical accuracy of the
discount rates. put option calculation.

We also assessed the appropriateness of the


disclosures included in Notes 21 and 22 to the
financial statements.

Other Information

The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 30 June 2019, but does not
include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.

090 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Independent Auditor’s Report
continued

Responsibilities of the Directors 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 control as the directors determine is necessary to enable the preparation of
the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the financial report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of


accounting estimates and related disclosures made by the directors.

 Conclude on the appropriateness of the director’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.

 Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the financial report.
We are responsible for the direction, supervision and performance of the Group’s audit. We
remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.

091 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Independent Auditor’s Report
continued

We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 71 to 86 of the Director’s Report for
the year ended 30 June 2019.

In our opinion, the Remuneration Report of Domino’s Pizza Enterprises Limited, for the year ended
30 June 2019 complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of Domino’s Pizza Enterprises Limited are responsible for the preparation and
presentation of the Remuneration Report in accordance with section 300A of the Corporations Act
2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit
conducted in accordance with Australian Auditing Standards.

DELOITTE TOUCHE TOHMATSU

Matthew Donaldson
Partner
Chartered Accountants
Brisbane, 20 August 2019

092 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Directors’ declaration

The directors declare that:

(a) in the directors’ 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;

(b) in the directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards, as stated
in the basis of preparation note to the financial statements;

(c) in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including
compliance with accounting standards and giving a true and fair view of the financial position and performance of the Group; and

(d) the directors have been given the declarations required by s.295A of the Corporations Act 2001.

Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001.

On behalf of the directors

Don Meij

Managing Director/Group Chief Executive Officer

Sydney, 20 August 2019

093 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


domino’s pizza enterprises LIMITED annual report 2019

financial report
FINANCIAL REPORT

CONSOLIDATED STATEMENT OF PROFIT OR LOSS 96 FINANCIAL MANAGEMENT 138


CONSOLIDATED STATEMENT OF OTHER
COMPREHENSIVE INCOME 97 19 BORROWINGS 138
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 98 20 FINANCIAL ASSETS 139
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 99 21 FINANCIAL LIABILITIES 142
CONSOLIDATED STATEMENT OF CASH FLOWS 100 22 FINANCIAL RISK MANAGEMENT 144

BASIS OF PREPARATION 101 GROUP STRUCTURE 157

23 SUBSIDIARIES 157
KEY NUMBERS 103 24 PARENT ENTITY INFORMATION 159
25 INVESTMENT IN JOINT VENTURE 160
1 SEGMENT INFORMATION 103
2 REVENUE 105
UNRECOGNISED ITEMS 161
3 OTHER GAINS AND LOSSES 107
4 EXPENSES 107 26 COMMITMENTS 161
5 CASH AND CASH EQUIVALENTS 108 27 CONTINGENT LIABILITIES 163
6 TAX 110 28 SUBSEQUENT EVENTS 164
7 ACQUISITION OF BUSINESSES 114
8 PROPERTY, PLANT AND EQUIPMENT 118 OTHER INFORMATION 165
9 GOODWILL AND OTHER INTANGIBLES 120
29 RETIREMENT BENEFIT PLANS 165
10 TRADE, OTHER RECEIVABLES
AND OTHER ASSETS 125 30 KEY MANAGEMENT PERSONNEL
COMPENSATION 167
11 TRADE AND OTHER PAYABLES 127
31 RELATED PARTY TRANSACTIONS 167
12 PROVISIONS 127
32 REMUNERATION OF AUDITORS 169
13 INVENTORY 128
33 OTHER ITEMS 169

CAPITAL 129

14 EQUITY 129
15 NON-CONTROLLING INTERESTS 131
16 DIVIDENDS 132
17 EARNINGS PER SHARE 133
18 SHARE-BASED PAYMENTS 134

095 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Consolidated statement of profit or loss
for the year ended 30 June 2019
2019 2018
NOTE $’000 $’000

Continuing operations

Revenue 2 1,435,410 1,153,952

Other gains and losses 3 17,433 19,529

Food, equipment and packaging expenses (451,768) (385,675)

Employee benefits expense 4 (292,439) (242,340)

Plant and equipment costs (24,560) (20,833)

Depreciation and amortisation expense 4 (62,785) (53,537)

Occupancy expenses 4 (49,512) (44,318)

Finance costs 4 (14,004) (10,276)

Marketing expenses (150,999) (49,704)

Royalties expense (68,827) (59,564)

Store related expenses (24,636) (21,406)

Communication expenses (20,666) (17,889)

Acquisition, integration, conversion and legal settlement costs (46,216) (20,934)

Other expenses (87,018) (72,529)

Profit before tax 159,413 174,476

Income tax expense 6 (45,034) (52,783)

Profit for the period from continuing operations 114,379 121,693

Profit is attributable to:

Owners of the parent 115,912 121,466

Non-controlling interests (1,533) 227

Total profit for the period 114,379 121,693

Cents Cents

Earnings per share from continuing operations

Basic (cents per share) 17 135.5 139.4

Diluted (cents per share) 17 135.4 139.0

This statement should be read in accompaniment with the notes to the financial statements.

096 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Consolidated statement of other comprehensive income
for the year ended 30 June 2019

2019 2018
$’000 $’000

Profit for the period 114,379 121,693

Other comprehensive income


Items that may be reclassified subsequently to profit or loss

Gain/(loss) on net investment hedge taken to equity (2,230) (5,869)

Exchange differences arising on translation of foreign operations 26,926 16,968

Gain/(loss) on cash flow hedges taken to equity (2,551) 614

Income tax relating to components of other comprehensive income 2,012 1,468

Other comprehensive gain/(loss) for the period, net of tax 24,157 13,181

Total comprehensive income for the period 138,536 134,874

Items not to be reclassified to profit or loss

Remeasurement of defined benefit obligation (47) (168)

Income tax relating to components of other comprehensive income 17 72

Net other comprehensive income not to be reclassified to profit or loss in subsequent periods for the period (30) (96)

Other comprehensive income/(loss) for the year, net of tax 24,127 13,085

Total comprehensive income for the year 138,506 134,778

Total comprehensive income for the period is attributable to:

Owners of the parent 138,768 132,064

Non-controlling interests (262) 2,714

Total comprehensive income for the year 138,506 134,778

This statement should be read in accompaniment with the notes to the financial statements.

097 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Consolidated statement of financial position
as at 30 June 2019
2019 2018
NOTE $’000 $’000
Assets
Current assets
Cash and cash equivalents 5 101,404 75,996
Trade and other receivables 10 93,902 78,181
Other financial assets 20 16,528 26,855
Inventories 13 22,110 19,271
Current tax assets 6 1,579 767
Other assets 10 29,784 28,529
Total current assets 265,307 229,599
Non-current assets
Other financial assets 20 70,413 75,436
Investment in joint venture 25 3,121 2,762
Property, plant and equipment 8 253,152 200,103
Deferred tax assets 6 2,618 -
Goodwill 9 475,005 428,804
Other intangible assets 9 368,797 365,707
Total non-current assets 1,173,106 1,072,812
Total assets 1,438,413 1,302,411
Liabilities
Current liabilities
Trade and other payables 11 188,608 156,045
Borrowings 19 5,373 3,700
Contract liabilities 2 3,051 -
Other financial liabilities 21 12,360 12,646
Current tax liabilities 6 25,944 18,945
Provisions 12 11,136 9,709
Total current liabilities 246,472 201,045
Non-current liabilities
Borrowings 19 646,076 594,799
Contract liabilities 2 15,645 -
Other financial liabilities 21 114,146 121,915
Provisions 12 9,979 8,807
Deferred tax liabilities 6 60,088 68,181
Total non-current liabilities 845,934 793,702
Total liabilities 1,092,406 994,747
Net assets 346,007 307,664
Equity
Issued capital 14 206,218 192,808
Reserves 14 (57,271) (76,371)
Retained earnings 14 197,060 191,227
Total equity 346,007 307,664

This statement should be read in accompaniment with the notes to the financial statements.

098 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Consolidated statement of changes in equity
for the year ended 30 June 2019
FOREIGN
CURRENCY NON-
ISSUED HEDGING TRANSLATION OTHER RETAINED CONTROLLING
CAPITAL RESERVE RESERVE RESERVE EARNINGS INTERESTS TOTAL
$’000 $’000 $’000 $’000 $’000 $’000 $’000
Balance at 03 July 2017 340,040 (158) 2,725 (88,112) 160,569 - 415,064
Profit for the period - - - - 121,466 227 121,693
Other comprehensive income - (3,787) 14,481 (96) - 2,487 13,085
Total comprehensive income for the period - (3,787) 14,481 (96) 121,466 2,714 134,778
Share buy-back, net of tax (183,479) - - - - - (183,479)
Transactions with non-controlling interests - - - - - 8,846 8,846
Employee share scheme 36,094 - - - - - 36,094
Issue of share capital under employee share option plan 153 - - - - - 153
Share options trust - - - (519) - - (519)
Recognition of share-based payments - - - (15,740) - - (15,740)
Non-controlling interest put option - - - 14,835 - (11,560) 3,275
Dividends provided for or paid - - - - (90,808) - (90,808)
Balance at 01 July 2018 192,808 (3,945) 17,206 (89,632) 191,227 - 307,664
Balance at 01 July 2018 as originally presented 192,808 (3,945) 17,206 (89,632) 191,227 - 307,664
Changes in accounting policies - - - - (13,955) (17) (13,972)
099 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED

Restated equity at 02 July 2018 192,808 (3,945) 17,206 (89,632) 177,272 (17) 293,692
Profit for the period - - - - 115,912 (1,533) 114,379
Other comprehensive income - (2,769) 25,655 (30) - 1,271 24,127
Total comprehensive income for the period - (2,769) 25,655 (30) 115,912 (262) 138,506
Transactions with non-controlling interests - - - - - (4,708) (4,708)
Dividends provided for or paid - - - - (96,124) - (96,124)
Employee share scheme 12,617 - - - - - 12,617
Issue of share capital for acquisition of businesses 793 - - - - - 793
Share options trust - - - (1,318) - - (1,318)
Recognition of share-based payments - - - (1,072) - - (1,072)
Non-controlling interest put option - - - (1,366) - 4,987 3,621
Balance at 30 June 2019 206,218 (6,714) 42,861 (93,418) 197,060 - 346,007

This statement should be read in accompaniment with the notes to the financial statements.
Consolidated statement of cash flows
for the year ended 30 June 2019

2019 2018
NOTE $’000 $’000

Cash flows from operating activities

Receipts from customers 1,574,571 1,295,555

Payments to suppliers and employees (1,348,549) (1,070,946)

Interest received 4,916 3,751

Interest and other finance costs (12,892) (9,139)

Income taxes paid (41,645) (33,777)


Net cash generated from operating activities 5 176,401 185,444

Cash flows from investing activities

Proceeds from/(loans to) franchisees 64,249 20,507

Payments for intangible assets (33,795) (30,233)

Payments for property, plant and equipment (89,200) (54,056)

Proceeds from sale of non-current assets 7,332 21,788

Acquisition of stores net of cash (38,990) (23,368)

Acquisition of subsidiaries and non-controlling interests (650) (89,175)

Net cash inflow/(outflow) on investment in joint ventures (406) 566


Net cash used in investing activities (91,460) (153,971)

Cash flows from financing activities

Proceeds from issues of equity securities 10,135 18,830

Contributions from non-controlling interests 1,595 9,285

Proceeds from borrowings 208,846 428,915

Payments for shares bought back - (183,479)

Payments for establishment of borrowings (62) (2,950)

Repayment of borrowings (182,541) (178,896)

Payments of finance leases (6,312) (7,885)

Payment for financial liabilities - (1,159)

Dividends paid (96,124) (90,808)

Net cash used in financing activities (64,463) (8,147)

Net increase/(decrease) in cash and cash equivalents held 20,478 23,326

Cash and cash equivalents at the beginning of the period 75,996 50,454

Effects of exchange rate changes on the balance of cash held in foreign currencies 4,930 2,216

Cash and cash equivalents at the end of the period 5 101,404 75,996

This statement should be read in accompaniment with the notes to the financial statements.

0100 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements

BASIS OF PREPARATION
Domino’s Pizza Enterprises Limited (Domino’s) is a for-profit public company limited by shares incorporated and domiciled in Australia
whose shares are publicly traded on the Australian Securities Exchanges and trading under the symbol ‘DMP’. The nature of the operations
and principal activities of Domino’s and its subsidiaries (the Group) are described in the segment information.

The consolidated general purpose financial report of the Group for the year ended 30 June 2019 was authorised for issue in accordance with
a resolution of the directors on 20 August 2019. The directors have the power to amend and reissue the financial report.

The financial report is a general purpose financial report which:

• has been prepared on a going concern basis in accordance with the requirements of the Corporations Act 2001, Australian Accounting
Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and also comply with
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB);
• has been prepared on a historical cost basis, except for certain financial instruments which have been measured at fair value (refer to
note 22) and equity-settled share-based payments (refer to note 18). The carrying values of recognised assets and liabilities that are the
hedged items in fair value hedge relationships, which are otherwise carried at amortised costs, are adjusted to record changes in the fair
values attributable to the risks that are being hedged;
• is presented in Australian dollars with all values rounded to the nearest thousand dollars ($’000) unless otherwise stated which is in
accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191;
• presents reclassified comparative information where required for consistency with the current year’s presentation;
• adopts all new and amended Accounting Standards and Interpretations issued by the AASB that are relevant to the Group and effective
for reporting periods beginning on or before 02 July 2018 as listed in note 33;
• does not early adopt Accounting Standards and Interpretations that have been issued or amended but are not yet effective; and
• accounts for associates and joint ventures using the equity method as listed in note 25.

BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of the Group. A list of controlled entities (subsidiaries) at year-end
is contained in note 23.

Subsidiaries are entities over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries
are fully consolidated from the date on which control is transferred to the Group using the acquisition method of accounting described in
note 7. They are deconsolidated from the date that control ceases.

The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting
policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist.

In preparing the consolidated financial statements all inter-company balances and transactions, income and expenses and profits and losses
resulting from intra-Group transactions have been eliminated.

FOREIGN CURRENCY
The functional currency of Domino’s Pizza Enterprises Limited is Australian dollars (‘$’), the functional currencies of overseas subsidiaries are
listed in note 23. As at the reporting date, the assets and liabilities of overseas subsidiaries are translated into Australian dollars at the rate of
exchange ruling at the balance sheet date and the income statements are translated at the average exchange rates for the year. The exchange
differences arising on the retranslation of overseas subsidiaries are taken directly to a separate component of equity.

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when
the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

0101 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

Exchange differences arising from the application of these procedures are taken to the income statement, with the exception of differences
on foreign currency borrowings that provide a hedge against a net investment in a foreign entity, which are taken directly to equity until the
disposal of the net investment and are then recognised in the income statement. Tax charges and credits attributable to exchange differences
on those borrowings are also recognised in equity.

GOODS AND SERVICES TAX


Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”), except:

i. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an
asset or as part of an item of expense; or

ii. for receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing
activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.

COMPARATIVE INFORMATION
Comparative amounts have, where necessary and immaterial, been reclassified or adjusted so as to be consistent with current year disclosures.

OTHER ACCOUNTING POLICIES


Significant and other accounting policies that summarise the measurement basis used and are relevant to the understanding of the financial
statements are provided throughout the notes the financial statements.

KEY JUDGEMENTS AND ESTIMATES


In applying the Group’s accounting policies, the directors are required to make estimates, judgements and assumptions that affect amounts
reported in this Financial Report. The estimates, judgements and assumptions are based on historical experience, adjusted for current market
conditions and other factors that are believed to be reasonable under the circumstances and are reviewed on a regular basis. Actual results
may differ from these estimates.

The estimates and judgements which involve a higher degree of complexity or that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next period are included in the following notes:

NOTE KEY JUDGEMENTS AND ESTIMATES


Note 9 Valuation of Master Franchise Rights & Franchise Network Assets on Acquisition

Note 9 Master Franchise Rights & Franchise Network Assets

Note 9 Useful Lives of Other Intangible Assets


Note 9 Recoverable Amount of Cash Generating Units

Note 21 Germany Put Option Liability

Note 33 Adoption of AASB 16 Leases

Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period; or in the
period and future periods if the revision affects both current and future periods.

0102 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

KEY NUMBERS
Key numbers provides a breakdown of individual line items in the financial statements that the directors consider most relevant and summarises
the accounting policies, judgements and estimates relevant to understanding these items.

1 SEGMENT INFORMATION
RECOGNITION AND MEASUREMENT
The Group’s operating segments are organised and managed separately according to the market in which they operate.

The Group operates predominantly franchise networks and retail pizza stores. The Managing Director and Group Chief Executive Officer (the
chief operating decision-maker) considers, organises and manages the business from a geographic perspective, being the geographical region
where the goods and services are provided. Discrete financial information about each of these operating businesses is reported monthly to
the Managing Director and Group Chief Executive Officer, via a Group financial report for the purpose of making decisions about resource
allocation and performance assessment.

The operating segments for the Group are as follows:

• Australia / New Zealand (“ANZ”)


• Europe (includes non-controlling interest) refer to note 15
• Japan
The Group provides services to and derives revenue from a number of customers. The Group does not derive more than 10% of the total
consolidated revenue from any one customer.

UNDERSTANDING THE SEGMENT RESULT

SEGMENT REVENUES AND RESULTS


The following is an analysis of the Group’s revenue and results from continuing operations by reportable segment.

YEAR ENDED 30 JUNE 2019


ANZ EUROPE JAPAN TOTAL
$’000 $’000 $’000 $’000

Continuing operations

Revenue 414,300 537,414 483,696 1,435,410

EBITDA 113,918 49,701 72,583 236,202

Depreciation & amortisation (25,132) (18,392) (19,261) (62,785)

EBIT 88,786 31,309 53,322 173,417

Finance costs (14,004)

Net profit before tax 159,413

0103 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

1 SEGMENT INFORMATION (Continued)


YEAR ENDED 01 JULY 2018
ANZ EUROPE JAPAN TOTAL
$’000 $’000 $’000 $’000

Continuing operations

Revenue 341,089 407,168 405,695 1,153,952

EBITDA 127,495 59,713 51,081 238,289

Depreciation & amortisation (21,805) (14,151) (17,581) (53,537)

EBIT 105,690 45,562 33,500 184,752

Finance costs (10,276)

Net profit before tax 174,476

Revenue reported above represents revenue generated from external customers and franchisees. There were no inter-segment sales during
the period (2018: Nil).

The accounting policies of the reportable segments are the same as the Group’s policies described throughout the financial report. Segment
net profit before tax represents the profit earned by each segment using the measure reported to the chief operating decision maker for the
purpose of resource allocation and assessment of segment performance.

SEGMENT ASSETS AND LIABILITIES FROM CONTINUING OPERATIONS


The amounts provided to the chief operating decision-makers in respect of total assets and liabilities are measured in a manner consistent
with that of the financial statements.

ASSETS LIABILITIES
2019 $’000 $’000

Continuing operations

Australia/New Zealand 295,821 (546,966)

Europe 564,705 (255,758)

Japan 577,887 (289,682)

Total segment assets/(liabilities) 1,438,413 (1,092,406)

Unallocated liabilities - -

Consolidated assets/(liabilities) 1,438,413 (1,092,406)

ASSETS LIABILITIES
2018 $’000 $’000

Continuing operations

Australia/New Zealand 297,747 (503,828)

Europe 511,974 (247,647)

Japan 492,690 (243,272)

Total segment assets/(liabilities) 1,302,411 (994,747)

Unallocated liabilities - -

Consolidated assets/(liabilities) 1,302,411 (994,747)

0104 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

1 SEGMENT INFORMATION (Continued)

OTHER SEGMENT INFORMATION


The non-current assets by geographical location are detailed below.

DEPRECIATION ADDITIONS TO NON-CURRENT


AND AMORTISATION NON-CURRENT ASSETS ASSETS

2019 2018 2019 2018 2019 2018


$’000 $’000 $’000 $’000 $’000 $’000

Australia / New Zealand 25,132 21,805 56,950 48,094 236,676 220,241

Europe 18,392 14,151 65,749 98,335 469,189 427,408

Japan 19,261 17,581 50,004 24,620 467,240 425,163

Total 62,785 53,537 172,703 171,049 1,173,105 1,072,812

2 REVENUE
RECOGNITION AND MEASUREMENT
Revenue is recognised when or as the performance obligation under the relevant customer contract is completed. Performance obligations
may be completed at a point in time or over time.

Refer to note 33, which outlines the previous reporting period revenue recognition and measurement policies and the impact of the adoption
of AASB 15 Revenue from Contracts with Customers.

SALE OF GOODS
The revenue from the sale of food and beverages is recognised when the performance obligation has been satisfied. The performance
obligation is assessed to be satisfied when control of the goods is passed to the customer (at a point in time).

FRANCHISE REVENUE
Initial fees are recognised as revenue on a straight-line basis over the term of the respective franchise agreement. This is on the basis that
the Group has determined that the services provided in exchange for the initial fees are highly interrelated with the franchise right and are not
individually distinct from the ongoing services provided to the franchisees.

Revenue associated with continuing sales-based royalties and marketing fund royalties is recognised when the related franchisee sale occurs.
The Group considers there to be one performance obligation, being the franchise right.

SERVICE REVENUE
The Group provides services to franchisees and other third parties which are carried out in accordance with the contract. Service revenue is
recognised on satisfaction of the performance obligation which is when the services are rendered.

INTEREST REVENUE
Interest revenue is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured
reliably. Interest is determined using the effective interest rate method, which accrues interest on a time basis, with reference to the principal
outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset’s net carrying amount on initial recognition.

0105 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

2 REVENUE (Continued)
YEAR ENDED 30 JUNE 2019

ANZ EUROPE JAPAN TOTAL


$’000 $’000 $’000 $’000

Revenue
Revenue from sale of goods - point in time 127,569 361,530 448,646 937,745
Revenue from rendering of services - over time 10,563 424 - 10,987
Franchise services, supplier fees & other - point in time 148,389 53,321 4,583 206,293
Royalties, franchise services, supplier fees & other - over time 125,143 121,791 28,535 275,469
Interest revenue 2,636 348 1,932 4,916
Total revenue 414,300 537,414 483,696 1,435,410

2018
$’000

Revenue
Revenue from sale of goods 776,269
Revenue from rendering of services 17,803
Interest revenue - bank deposits 244
Interest revenue - other loans and receivables 3,506
Store asset rental revenue 7,156
Royalties, franchise service & supplier fees 326,333
Other revenue 22,641
Total revenue 1,153,952

CONTRACT LIABILITIES
Contract liabilities consist of deferred franchise fees. The Group’s franchise agreements typically require certain one-off fees. These fees
include initial fees paid upon executing a franchise agreement, renewal of the franchise right and fees paid in the event the franchise agreement
is transferred to another franchisees (collectively termed initial fees). Upon adoption of AASB 15, the Group has determined that the initial
fees are highly interrelated with the franchise right and are not individually distinct from the ongoing services provided to the franchisees. As a
result, upon adoption of AASB 15, initial fees are recognised as revenue over the term of each respective franchise agreement, which generally
ranges from a 5 to 10 year period. Revenue from these initial franchise fees are recognised on straight-line basis with the franchisee’s right to
use and benefit from the intellectual property.

The Group has recognised the following deferred franchise fees:


2019
$’000

Contract liabilities
Within one year 3,051
More than one year 15,645
Total 18,696

Contract liabilities at the beginning of the period was $20.1 million. The Group recognised $4.5 million of revenue related to contract liabilities.
Management expects to recognise $3.1 million related to deferred franchise fees during the next reporting period.

The Group has applied the sales-based royalty exemption which permits exclusion of variable consideration in the form of sales-based royalties
from the disclosure of remaining performance obligations.

0106 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

3 OTHER GAINS AND LOSSES


2019 2018
$’000 $’000

Net gain on disposal of property, plant & equipment, goodwill and other non-current assets 17,433 18,079

Other - 1,450

Total other gains and losses 17,433 19,529

No other gains or losses have been recognised in respect of loans and receivables other than as disclosed in note 2 and impairment losses
recognised/reversed in respect of trade and other receivables (see note 10).

4 EXPENSES
RECOGNITION AND MEASUREMENT

EMPLOYEE BENEFITS
The Group’s accounting policy for liabilities associated with employee benefits is set out in note 12. The policy relating to share-based payments
is set out in note 18.

The majority of employees in Australia and New Zealand are party to defined contribution schemes and fixed contributions from Group
companies and the Group’s legal or constructive obligation is limited to these contributions. Contributions to defined contribution funds are
recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a
reduction in the future payment is available.

OCCUPANCY EXPENSES
Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis
is more representative of the time pattern in which economic benefits from the leased asset are consumed. Operating lease incentives are
recognised as a liability when received and released to the income statement on a straight-line basis over the lease term.

Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

An asset or liability is recognised for the difference between the amount paid and the lease expense recognised in earnings on a straight-line
basis.

DEPRECIATION AND AMORTISATION


Refer to notes 8 and 9 for details on depreciation and amortisation.

FINANCE COSTS
Finance costs are recognised as an expense when they are incurred, except for interest charges attributable to major projects with substantial
development and construction phases that are capitalised.

Provisions and other payables are discounted to their present value when the effect of the time value of money is significant. The impact of
the unwinding of these discounts and any changes to the discounting is shown as a discount rate adjustment in finance costs.

0107 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

4 EXPENSES (Continued)

PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS


Profit for the year from continuing operations was arrived at after charging (crediting):

2019 2018
NOTE $’000 $’000

Remuneration, bonuses and on-costs 279,081 227,919

Defined contribution plans 11,014 11,874

Defined benefit plans 29 935 877

Share-based payments expense 1,409 1,670

Employee benefits expenses 292,439 242,340

Depreciation of property, plant and equipment 40,847 36,332

Amortisation of intangible assets 21,454 16,738

Amortisation of loan establishment costs 484 467

Depreciation and amortisation expense 62,785 53,537

Lease payments 160 162

Net rental payments(i) 49,352 44,156

Occupancy expenses 49,512 44,318

Interest on commercial bill and loans 12,892 9,139

Amortisation of borrowing costs 1,112 1,137

Finance costs 14,004 10,276

(i) Net rental expenditure includes $27.9m (2018: $26.0m) rental receipts arising under sublease arrangements.

5 CASH AND CASH EQUIVALENTS


RECOGNITION AND MEASUREMENT
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible
to known amounts of cash, which are subject to an insignificant risk of changes in value and have a maturity of three months or less. Bank
overdrafts are shown within borrowings in current liabilities in the consolidated statement of financial position.

For the purpose of the statement of cash flows, cash and cash equivalents includes cash on hand and in banks net of outstanding bank
overdrafts. Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the
related items in the statement of financial position as follows:

2019 2018
$’000 $’000

Cash and cash equivalents 101,404 75,996

101,404 75,996

0108 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

5 CASH AND CASH EQUIVALENTS (Continued)

RECONCILIATION OF PROFIT FOR THE PERIOD TO NET CASH FLOWS FROM OPERATING ACTIVITIES

2019 2018
$’000 $’000

Profit for the period 114,379 121,693

Profit on sale of non-current assets (17,873) (18,716)

Equity settled share-based payments 1,409 1,670

Depreciation and amortisation 62,785 53,537

Share of associate entities net (profit)/loss 113 (30)

Amortisation of loan establishment costs 1,112 1,137

Other 2,470 2,870

164,395 162,161

2019 2018
MOVEMENT IN WORKING CAPITAL $’000 $’000

(Increase)/decrease in assets:

Trade and other receivables (12,297) (3,639)

Inventory (1,801) 2,802

Other current assets 8,512 28

Increase/(decrease) in liabilities:

Trade and other payables 14,791 8,793

Provisions 1,712 (1,507)

Current tax assets and liabilities 5,848 10,654

Deferred tax balances (4,759) 6,152

Net cash generated from operating activities 176,401 185,444

Net debt reconciliation


This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

2019 2018
$’000 $’000

Cash and cash equivalents 101,404 75,996

Borrowings - repayable within one year (5,373) (3,700)

Borrowings - repayable after one year (646,076) (594,799)

Net debt (550,045) (522,503)

Cash and liquid investments 101,404 75,996

Gross debt - fixed interest rates (422,400) (100,403)

Gross debt - variable interest rates (229,049) (498,096)

Net debt (550,045) (522,503)

0109 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

5 CASH AND CASH EQUIVALENTS (Continued)

FINANCE FINANCE
LEASES DUE LEASES BORROW. BORROW.
WITHIN DUE AFTER DUE WITHIN DUE AFTER
CASH 1 YEAR 1 YEAR 1 YEAR 1 YEAR TOTAL
$’000 $’000 $’000 $’000 $’000 $’000

Net debt as at 03 July 2017 50,454 (3,537) (12,541) (14,373) (298,789) (278,786)

Cash flows 23,326 7,885 - 14,373 (261,442) (215,858)

Finance lease additions - - (4,259) - - (4,259)

Foreign exchange adjustments 2,216 - (684) - (23,995) (22,463)

Other non-cash movements - (8,048) 8,048 - (1,137) (1,137)

Net debt as at 01 July 2018 75,996 (3,700) (9,436) - (585,363) (522,503)

FINANCE FINANCE
LEASES DUE LEASES DUE BORROWINGS BORROWINGS
WITHIN 1 AFTER DUE WITHIN 1 DUE AFTER
CASH YEAR 1 YEAR YEAR 1 YEAR TOTAL
$’000 $’000 $’000 $’000 $’000 $’000

Net debt as at 02 July 2018 75,996 (3,700) (9,436) - (585,363) (522,503)

Cash flows 20,478 - 6,312 - (27,274) (484)

Finance lease additions - (1,298) (7,300) - - (8,598)

Foreign exchange adjustments 4,930 (375) (835) - (21,146) (17,426)

Other non-cash movements - - - - (1,034) (1,034)

Net debt as at 30 June 2019 101,404 (5,373) (11,259) - (634,817) (550,045)

6 TAX
RECOGNITION AND MEASUREMENT
Income tax expense represents the sum of the tax currently payable and deferred tax.

CURRENT TAXES
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities at the tax rates
and tax laws enacted or substantively enacted by the balance sheet date in respective jurisdictions.

DEFERRED TAXES
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary
differences, carried forward unused tax assets and unused tax losses, to the extent that it is probable that taxable profits will be available to
utilise them.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the
asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.

0110 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

6 TAX (Continued)
Deferred income tax is provided on temporary differences at balance sheet date between accounting carrying amounts and the tax bases of
assets and liabilities, other than for the following:

• where they arise from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
• where taxable temporary differences relate to investments in subsidiaries, associates and interests in joint ventures:

Deferred tax liabilities are not recognised if the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are not recognised if it is not probable that the temporary differences will reverse in the foreseeable future and taxable
profit will not be available to utilise the temporary differences.

Deferred tax liabilities are not recognised on the recognition of goodwill.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.

OFFSETTING DEFERRED TAX BALANCES


Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current
tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

UNRECOGNISED TAXABLE TEMPORARY DIFFERENCES ASSOCIATED WITH INVESTMENTS AND INTERESTS


At the end of the financial year, an aggregate deferred tax liability of $97,886 thousand (2018: $93,984 thousand) was not recognised in relation
to investments in subsidiaries as the parent Company is able to control the timing of the reversal of the temporary differences and it is not
probable that the temporary difference will reverse in the foreseeable future.

INCOME TAX RECOGNISED IN THE PROFIT OR LOSS

2019 2018
$’000 $’000

Tax expense comprises:

Current tax expense in respect of the current year 49,773 46,335

Adjustments recognised in the current year in relation to the current tax of prior years 330 (1,144)

Other - 584

50,103 45,775

Deferred tax expense/(income) relating to the origination and reversal of temporary differences (5,069) 8,443

Deferred tax expense/(income) relating to the origination in relation to change in tax rate in other jurisdiction - (1,159)

Other - (276)

Total tax expense relating to continuing operations 45,034 52,783

0111 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

6 TAX (Continued)

RECONCILIATION OF INCOME TAX EXPENSE TO PRIMA FACIE TAX RATE:

2019 2018
$’000 $’000

Profit before tax from continuing operations 159,413 174,476

Income tax expense calculated at 30% 47,824 52,343

Non-assessable/non-deductible amounts (1,801) 618

Effect of different tax rates of subsidiaries operating in other jurisdictions 610 1,008

Effect of tax concessions (research and development and other allowances) (1,445) (585)

45,188 53,384

Adjustments recognised in the current year in relation to the current tax of prior year 330 (1,269)

Adjustments recognised in the current year in relation to the deferred tax of prior year (484) 1,071

Effect of change in tax rate in other jurisdictions - (403)

Income tax expense recognised in profit or loss 45,034 52,783

The tax rate used for the 2019 and 2018 reconciliation above is the corporate tax rate of 30% payable by Australian corporate entities on
taxable profits under Australian tax law.

INCOME TAX RECOGNISED IN EQUITY

2019 2018
$’000 $’000

Arising on income and expenses in other comprehensive income:

(Gain)/Loss on hedges taken to equity 2,012 1,468

(Gain)/Loss on defined benefit plan taken to equity 17 72

Share option trust (1,318) (519)

711 1,021

CURRENT TAX ASSETS AND LIABILITIES

2019 2018
$’000 $’000

Current tax assets

Income tax refund receivable 1,579 767

1,579 767

Current tax liabilities

Income tax payable (25,944) (18,945)

(25,944) (18,945)

0112 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

6 TAX (Continued)

DEFERRED TAX BALANCES

RESTATED
OPENING OPENING CHARGED CHARGED ACQUISITIONS/ EXCHANGE CLOSING
BALANCE BALANCE (i) TO P&L TO EQUITY DISPOSALS DIFFERENCE BALANCE
2019 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Temporary differences

Property, plant & equipment (15) (15) 449 - - (38) 396

Intangible assets (84,221) (84,221) (1,161) - (64) (2,577) (88,023)

Provision for employee entitlements 5,216 5,216 1,655 17 22 349 7,259

Other provisions 143 143 (143) - - - -

Doubtful debts 609 609 188 - - 51 848

Other financial liabilities 1,023 1,023 103 2,012 - 8 3,146

Options reserve 1,835 1,835 (517) (1,318) - - -

Unearned income (i)


(996) 5,200 (572) - - 201 4,829

Other 2,576 2,576 156 - - 127 2,859

(73,830) (67,634) 158 711 (42) (1,879) (68,686)

Unused tax losses and credits

Tax losses 5,649 5,649 4,911 - 480 176 11,216

5,649 5,649 4,911 - 480 176 11,216

(68,181) (61,985) 5,069 711 438 (1,703) (57,470)

Deferred tax asset 2,618

Deferred tax liability (60,088)

(57,470)

(i) The Group adopted the modified retrospective approach to the implementation of AASB 15. The new standard has therefore been
applied to contracts that remain in force at 02 July 2018. A transition adjustment has been recognised on transition at 02 July 2018,
without adjustment of the comparative. The Group has recognised a deferred tax asset of $6,196 thousand as at 02 July 2018 relating
to the contract liability on adoption of AASB 15. Refer to note 33 for the impact of the adoption of AASB 15 on the Group.

0113 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

6 TAX (Continued)
OPENING CHARGED CHARGED ACQUISITIONS / EXCHANGE CLOSING
BALANCE TO P&L TO EQUITY DISPOSALS DIFFERENCE BALANCE
2018 $’000 $’000 $’000 $’000 $’000 $’000

Temporary differences

Property, plant & equipment (2,476) 2,451 - - 10 (15)

Intangible assets (64,541) (5,202) - (10,814) (3,664) (84,221)

Provision for employee 4,356 604 72 - 184 5,216


entitlements

Other provisions 140 3 - - - 143

Doubtful debts 324 276 - - 9 609

Other financial liabilities (1,110) 660 1,468 - 5 1,023

Options reserve 6,220 (3,866) (519) - - 1,835

Unearned income 8 (914) - - (90) (996)

Other 863 1,620 - - 93 2,576

(56,216) (4,368) 1,021 (10,814) (3,453) (73,830)

Unused tax losses and credits

Tax losses 8,101 (2,641) - - 189 5,649

8,101 (2,641) - - 189 5,649

(48,115) (7,009) 1,021 (10,814) (3,264) (68,181)

Deferred tax asset -

Deferred tax liability (68,181)

(68,181)

7 ACQUISITION OF BUSINESSES
RECOGNITION AND MEASUREMENT
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured
at the aggregate of the fair values (at the date of exchange) of assets acquired, liabilities incurred or assumed, and equity instruments issued
by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree,
and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the
identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable
assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the
acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or
loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in
the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognised
amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other
types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another Standard.

0114 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

7 ACQUISITION OF BUSINESSES (Continued)


Where the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent
consideration arrangement, the contingent consideration is measured at its acquisition-date fair value. Changes in the fair value of the
contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments
against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement
period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of contingent consideration that do not qualify as measurement period adjustments
depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent
reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability
is remeasured at subsequent reporting dates in accordance with AASB 9, with the corresponding gain or loss being recognised in the statement
of profit or loss.

Where a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to its acquisition
date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the
acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment
would be appropriate if that interest were disposed of.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:

• deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in
accordance with AASB 112 Income Taxes and AASB 119 Employee Benefits respectively;
• liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based payment awards are measured in
accordance with AASB 2 Share-based Payment; and
• assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 Non-current Assets Held for Sale and Discontinued
Operations are measured in accordance with that Standard.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the
Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during
the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and
circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and
circumstances that existed as of the acquisition date and is subject to a maximum of one year.

0115 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

7 ACQUISITION OF BUSINESSES (Continued)

CURRENT YEAR ACQUISITIONS

ACQUISITION OF DOMINO’S PIZZA STORES AND OTHER BUSINESSES

During the year the Group acquired a number of Domino’s Pizza branded stores from former and current franchisees, as well as other minor
acquisitions of businesses. The below provides a summary of these acquisitions during the year by segment:

2019 ANZ(i) EUROPE JAPAN TOTAL

Number of stores acquired 31 28 8 67

ANZ EUROPE JAPAN TOTAL


$’000 $’000 $’000 $’000

Fair value on acquisition

Inventories 355 - - 355

Other current assets - 5,711 - 5,711

Property, plant & equipment 6,039 4,124 1,518 11,681

Other intangible assets 215 - - 215

Deferred tax assets - 480 - 480

Trade payables - (6,721) - (6,721)

Provisions (75) - - (75)

Loans - (1,034) - (1,034)

Deferred tax liabilities (42) - - (42)

Total identifiable net assets 6,492 2,560 1,518 10,570

Cash consideration 20,506 16,966 1,518 38,990

Shares issued at fair value - 793 - 793

Less fair value of net identifiable assets (6,492) (2,560) (1,518) (10,570)

Goodwill 14,014 15,199 - 29,213

(i) included in ANZ are the acquisition of two minor businesses for $1,703 thousand of consideration.

Goodwill arising on acquisition of stores in Europe is expected to be deductible for tax purposes. For the other jurisdictions, Goodwill arising
on acquisitions is not deductible for tax purposes.

The cost of acquisitions comprise cash for all of the acquisitions. In each acquisition, the Group has paid a premium for the acquiree as it
believes the acquisitions will introduce additional synergies to its existing operations.

Goodwill arose in the business combination as the consideration paid included a premium. In addition, the consideration paid for the stores
effectively included amounts in relation to benefits from expected synergies, revenue growth and future market development. These benefits
are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured.

0116 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

7 ACQUISITION OF BUSINESSES (Continued)

PRIOR YEAR ACQUISITIONS


HALLO PIZZA
On the 5 January 2018, the Group acquired through its 66.67% controlled joint venture company Daytona JV (UK) Limited, 100% of the issued
share capital in Hallo Pizza. Hallo Pizza is a chain of 163 franchised pizza stores in Germany. This acquisition is expected to reinforce DPE’s
position as the largest pizza chain in the German market. The acquisition was funded through debt raising.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are set out in the table below, which is on a
100% basis.
FAIR VALUE ON
ACQUISITION
$’000

Assets
Cash 7,592
Trade and other receivables 1,908
Other current assets 2,543
Property, plant and equipment 217
Other intangible assets 34,725
Other non-current financial assets 24
Total identifiable assets 47,009
Liabilities
Trade and other payables (6,228)
Non-current borrowings (124)
Deferred tax liability (10,846)
Total identifiable liabilities (17,198)
Total identifiable net assets at fair value 29,811
Total consideration 54,171
Less identifiable net assets at fair value (29,811)
Goodwill 24,360
Total consideration
Cash 52,324
Working capital adjustment 1,847
Total consideration 54,171
Net cash outflow arising on acquisition
Cash consideration 52,324
Less: cash and cash equivalent balances acquired (7,592)
44,732

During the period, the Group has finalised its acquisition accounting of Hallo Pizza with no revisions to the provisional acquisition accounting.

Goodwill arose on the acquisition because the cost of the combination included a control premium. In addition, the consideration paid for the
combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and
the assembled workforce of Hallo Pizza. These benefits are not recognised separately from goodwill because they do not meet the recognition
criteria for identifiable intangible assets.

In determining the fair value of intangible assets arising on the acquisition of Hallo Pizza, judgements and estimates are required to be applied.
These estimates and judgements are detailed in note 9.

0117 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

7 ACQUISITION OF BUSINESSES (Continued)

ACQUISITION OF DOMINO’S PIZZA STORES AND OTHER BUSINESSES


During the prior year the Group acquired a number of Domino’s Pizza branded stores from former and current franchisees. The below provides
a summary of these acquisitions during the prior year by segment:

2018 ANZ EUROPE JAPAN TOTAL

Number of stores acquired 28 12 16 56

ANZ EUROPE JAPAN TOTAL


$’000 $’000 $’000 $’000
Fair value on acquisition
Cash and cash equivalents 11 32 - 43
Inventories 198 - - 198
Other current assets - 157 - 157

Property, plant & equipment 4,417 1,677 3,171 9,265


Other intangible assets - 927 - 927
Trade payables - (186) - (186)
Total identifiable net assets 4,626 2,607 3,171 10,404
Cash consideration 13,145 7,096 3,171 23,412
Less fair value of net identifiable assets (4,626) (2,607) (3,171) (10,404)
Goodwill 8,519 4,489 - 13,008

8 PROPERTY, PLANT AND EQUIPMENT


RECOGNITION AND MEASUREMENT
The carrying value of property plant and equipment is stated at cost less accumulated depreciation and impairment. Cost includes expenditure
that is directly attributable to the acquisition of an item.

DEPRECIATION AND AMORTISATION


Items of property, plant and equipment are depreciated on a straight-line basis over their useful lives. The estimated useful life of plant and
equipment is between 1 and 10 years and equipment under finance lease is between 3 and 10 years.

The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period, with the effect
of any changes recognised on a prospective basis. Assets held under finance leases are depreciated over their expected useful lives on the
same basis as owned assets or, where shorter, the term of the relevant lease.

DERECOGNITION
An item of property, plant and equipment is derecognised when it is sold or otherwise disposed of, or when its use is expected to bring no future
economic benefits. Any gain or loss from derecognising the asset, being the difference between the proceeds of disposal and the carrying
amount of the asset, is included in the income statement in the period the item is derecognised.

IMPAIRMENT
At the end of each reporting period, the Group reviews the carrying amounts of its property plant and equipment assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset
is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of
an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable
and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they
are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

0118 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

8 PROPERTY, PLANT AND EQUIPMENT (Continued)

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing the value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the
asset or cash-generating unit is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the
relevant asset is carried at the revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of
its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognised immediately in
profit or loss, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.

EQUIPMENT
UNDER
PLANT & FINANCE
EQUIPMENT LEASE AT
AT COST COST TOTAL
$’000 $’000 $’000

Year ended 30 June 2019


Cost or fair value 349,550 39,360 388,910
Accumulated depreciation (113,053) (22,705) (135,758)
Net carrying amount 236,497 16,655 253,152
Movement
Net carrying amount at the beginning of the year 187,615 12,488 200,103
Additions 89,200 8,598 97,798
Acquisitions of Domino’s Pizza stores and other businesses 11,681 - 11,681
Disposals and write-offs (25,890) - (25,890)
Depreciation (35,220) (5,627) (40,847)
Other including foreign exchange movements 9,111 1,196 10,307
Net carrying amount at the end of the year 236,497 16,655 253,152
Year ended 01 July 2018
Cost or fair value 256,228 29,726 285,954
Accumulated depreciation (68,613) (17,238) (85,851)
Net carrying amount 187,615 12,488 200,103
Movement
Net carrying amount at the beginning of the year 183,806 14,868 198,674
Additions 54,056 4,259 58,315
Acquisitions of Domino’s Pizza stores and other businesses 9,265 - 9,265
Acquisition of subsidiary 217 - 217
Disposals and write-offs (35,801) (1,570) (37,371)
Depreciation (30,608) (5,724) (36,332)
Other including foreign exchange movements 6,680 655 7,335
Net carrying amount at the end of the year 187,615 12,488 200,103

There was no depreciation during the period that was capitalised as part of the cost of other assets.

0119 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

9 GOODWILL AND OTHER INTANGIBLES


RECOGNITION AND MEASUREMENT

GOODWILL
Goodwill acquired in a business combination is initially measured at cost. Cost is measured as the cost of the business combination minus
the net fair value of the acquired and identifiable assets, liabilities and contingent liabilities. Following initial recognition, Goodwill is measured
at cost less any accumulated impairment losses.

INTANGIBLE ASSETS
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business
combination is their fair value at the date of acquisition.

Following initial recognition, intangible assets are carried at cost less amortisation and any impairment losses. Intangible assets with finite lives
are amortised on a straight-line basis over their useful lives and tested for impairment whenever there is an indication that they may be impaired.
Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are
reviewed at the end of each annual reporting period, with the effect of any changes in estimates being accounted for on a prospective basis.

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if,
and only if, all of the following have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the
intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development
expenditure is recognised in profit or loss in the period in which it is incurred.

The following useful lives are used in the calculation of amortisation:

• Capitalised development intangibles 2 – 10 years


• Licenses and other 2 – 10 years
Intangible assets with indefinite lives are tested for impairment in the same way as goodwill. Assets with an assumed indefinite useful life
are reviewed at each reporting period to determine whether this assumption continues to be appropriate. If not, it is changed to a finite life
intangible asset and amortised over its remaining useful life.

0120 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

9 GOODWILL AND OTHER INTANGIBLES (Continued)

IMPAIRMENT
The Group tests intangibles and goodwill for impairment:

• at least annually for indefinite life intangibles and goodwill; and


• where there is an indication that the asset may be impaired, which is assessed at least each reporting period; or
• where there is an indication that previously recognised impairment, on assets other than goodwill, may have changed.
If the asset does not generate independent cash inflows and its value in use cannot be estimated to be close to its fair value, the asset is tested
for impairment as part of the cash generating unit (CGU) to which it belongs.

Assets are impaired if their carrying value exceeds their recoverable amount. The recoverable amount of an asset or CGU is determined as
the higher of its fair value less costs of disposal (FVLCOD) or value in use (VIU). An impairment loss recognised for goodwill is not reversed in
subsequent periods.

IMPAIRMENT CALCULATIONS
In assessing VIU, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset or CGU. In determining FVLCOD, a discounted cash flow model is
used based on a methodology consistent with that applied by the Group in determining the value of potential acquisition targets, maximising
the use of market observed inputs. These calculations, classified as Level 3 on the fair value hierarchy, are compared to valuation multiples
or other fair value indicators where available to ensure reasonableness.

INPUTS TO IMPAIRMENT CALCULATIONS


For VIU calculations, cash flow projections are based on corporate plans and business forecasts prepared by management and approved by
the Board. The corporate plans are developed annually with a five-year outlook.

On determining FVLCOD, the valuation model incorporates the cash flows projected over the duration of the current corporate plan period.
These projections are discounted using a risk adjusted discount rate commensurate with a typical market participant’s assessment of the
risk associated with the projected cash flows.

For both the VIU and FVLCOD models, cash flows beyond the corporate plan period are extrapolated using estimated growth rates, which are
based on Group estimates, taking into consideration historical performance as well as expected long-term operating conditions. Growth rates
do not exceed the consensus forecasts of the long-term average rate for the industry in which the CGU operates.

Discount rates used in both calculations are based on the weighted average cost of capital determined by prevailing or benchmarked market
inputs, risk adjusted where necessary. Other assumptions are determined with reference to external sources of information and use consistent,
reasonable estimates for variables such as terminal cash flow multiples. Increases in discount rates or changes in other key assumptions, such
as operating conditions or financial performance, may cause the recoverable amounts to reduce.

RECOGNISED IMPAIRMENT
There was no impairment recognised during the 2019 financial year (2018: nil).

0121 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

9 GOODWILL AND OTHER INTANGIBLES (Continued)

ESTIMATES AND JUDGEMENTS - OTHER INTANGIBLES

MASTER FRANCHISE RIGHTS & FRANCHISE NETWORK ASSETS


Management has determined that the Master Franchise Rights (‘MFA’) relating to Domino’s Pizza Germany and the Franchise Network Assets
(‘FNAs’) arising on the acquisition of Hallo Pizza, Joey’s Pizza and Pizza Sprint are to be treated as indefinite life intangible assets (2019: $31.6m,
2018: $48.7m). In addition, the same treatment has been applied to the MFA and associated franchise agreements recognised on the acquisition
of Domino’s Pizza Japan (2019: $46.0m, 2018: $42.5m). This judgement is based on the sufficiency of available evidence supporting the ability
of the Group to renew the underlying agreements beyond their initial terms without incurring significant cost.

The liability associated with the Franchise Network Assets for Germany is valued using a multi-period excess earnings method income approach
taking into account forecast revenue and EBITDA margin with a discount rate applied. These inputs are not observable therefore the liability
is considered a level 3 in the hierarchy of fair value as disclosed in note 22.

USEFUL LIVES OF OTHER INTANGIBLES


Management uses their judgement to assess the useful lives of capitalised development intangibles and licenses. This is based on the estimated
life of the asset and future economic benefits of the asset. The majority of these assets have a life of between 2 - 10 years.

GOODWILL
$’000

Year ended 30 June 2019

Cost 475,005

Accumulated amortisation and impairment -

Net carrying amount 475,005

Movement

Net carrying amount at the beginning of the year 428,804

Acquisitions of Domino’s Pizza stores and other businesses 29,213

Disposals and write-offs (7,591)

Other including foreign exchange movement 24,579

Net carrying amount at the end of the year 475,005

Year ended 01 July 2018

Cost 428,804

Accumulated amortisation and impairment -

Net carrying amount 428,804

Movement

Net carrying amount at the beginning of the year 387,111

Additions 322

Acquisitions of Domino’s Pizza stores and other businesses 13,008

Acquisitions through business combinations 24,360

Disposals and write-offs (14,762)

Other including foreign exchange movement 18,765

Net carrying amount at the end of the year 428,804

0122 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

9 GOODWILL AND OTHER INTANGIBLES (Continued)

FINITE LIFE INDEFINITE LIFE


OTHER OTHER
INDEFINITE FRANCHISE INTANGIBLE
CAPITALISED LICENSES LIFE NETWORK ASSETS
DEVELOPMENT AND OTHER INTANGIBLES ASSET TOTAL
$’000 $’000 $’000 $’000 $’000

Year ended 30 June 2019


Cost 151,205 44,564 77,781 194,389 467,939
Accumulated amortisation and impairment (70,363) (28,779) - - (99,142)

Net carrying amount 80,842 15,785 77,781 194,389 368,797

Movement
Net carrying amount at the beginning of the year 71,493 13,715 91,411 189,088 365,707

Additions 25,420 6,605 1,770 - 33,795


Acquisitions of Domino’s Pizza stores and
other businesses - 215 - - 215
Revaluation - - (20,005) - (20,005)

Disposals and write-offs (319) (903) - - (1,222)


Amortisation for the year (17,104) (4,350) - - (21,454)

Other including foreign exchange movement 1,352 503 4,605 5,301 11,761
Net carrying amount at the end of the year 80,842 15,785 77,781 194,389 368,797

Year ended 01 July 2018


Cost 122,872 35,558 91,411 189,088 438,929
Accumulated amortisation and impairment (51,379) (21,843) - - (73,222)

Net carrying amount 71,493 13,715 91,411 189,088 365,707

Movement
Net carrying amount at the beginning of the year 60,732 6,816 89,352 145,845 302,745

Additions 25,595 4,315 - - 29,910


Acquisitions of Domino’s Pizza stores and
other businesses - 927 - - 927
Acquisitions through business combinations - 1,415 - 33,310 34,725

Revaluation - - (1,346) - (1,346)


Disposals and write-offs (790) (297) - - (1,087)

Amortisation for the year (14,191) (2,547) - - (16,738)


Other including foreign exchange movement 147 3,086 3,405 9,933 16,571

Net carrying amount at the end of the year 71,493 13,715 91,411 189,088 365,707

0123 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

9 GOODWILL AND OTHER INTANGIBLES (Continued)

ALLOCATION OF GOODWILL AND INDEFINITE LIFE INTANGIBLE ASSETS TO CGUs


Goodwill and indefinite life intangible assets have been allocated for impairment testing purposes to the following CGUs:

• Australia and New Zealand markets


• Europe market, which comprises:
- The Netherlands & Belgium stores located in the region of Antwerp (NL) and Denmark
- France & the rest of Belgium (FR) & (BE)
- Germany (DE)
• Japan market
The carrying amount of goodwill and other indefinite life intangible assets was allocated to the following CGUs:

ANZ FR & BE NL DE JAPAN TOTAL


$’000 $’000 $’000 $’000 $’000 $’000

Goodwill

2019 63,289 49,434 6,488 84,331 271,463 475,005

2018 55,023 38,519 6,327 79,742 249,193 428,804

Goodwill impairment

2019 - - - - - -

2018 - - - - - -

Indefinite life intangible assets

2019 226 49,381 1,776 174,795 45,992 272,170

2018 203 48,034 - 189,801 42,461 280,499

Indefinite life intangible assets impairment

2019 - - - - - -

2018 - - - - - -

0124 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

9 GOODWILL AND OTHER INTANGIBLES (Continued)

ESTIMATES AND JUDGEMENTS IN DETERMINING THE RECOVERABLE AMOUNT OF THE CASH GENERATING UNITS
In assessing the recoverable amount of CGUs, the calculations necessarily require estimates and assumptions around future cashflows, growth
rates and discount rates. The resulting recoverable amount can be sensitive to these outputs. Key assumptions used are detailed further below.

All CGUs have adopted the VIU valuation methodology to determine the recoverable amount. EBIT growth over the forecast period is based
on past experience and expectations of average sale percentages growth rates. The post-tax discount rates incorporate a risk-adjustment
relative to the risks associated with the net post-tax cash flows being achieved, whilst the terminal growth rates are based on market estimates
of the long-term average industry growth rate.

ANZ FR & BE NL DE JAPAN

Discount rate (post-tax)

2019 8.5% 9.9% 8.8% 8.9% 9.7%

2018 9.5% 11.2% 10.3% 10.0% 9.0%

Compound annual growth rate for corporate plan (i)

2019 11.2% 33.6% 14.8% 9.0% 17.3%

2018 13.2% 26.4% 17.9% 11.2% 9.8%

Nominal terminal growth rates

2019 2.0% 2.0% 2.0% 2.0% 1.0%

2018 2.5% 2.0% 2.0% 2.0% 2.0%

(i) Compound annual growth rate (CAGR) for the corporate plan period has been calculated based on the compound EBITDA growth over
the forecast period adjusted for any non-recurring costs.

The FR & BE CGU has been adversely impacted by discretionary franchisee support provided during 2019; with this cost not forecast to
continue over the longer term. Therefore this has increased the 2019 disclosed CAGR for the FR & BE CGU.

The Group has reviewed sensitivity on the key assumptions on which the recoverable amounts are based and believes that any reasonable
change would not cause the cash-generating units carrying amount to exceed its recoverable amount. The sensitivity tests applied were to
reduce the forecasted EBITDA growth rates by 2% and an increase to the post-tax discount rates by 1% for each cash-generating unit, which
did not result in the cash-generating units carrying amounts exceeding the recoverable amounts.

10 TRADE, OTHER RECEIVABLES AND OTHER ASSETS


RECOGNITION AND MEASUREMENT

TRADE RECEIVABLES
At initial recognition, trade receivables and other debtors that do not have a significant financing component are recognised at their transaction
price.

Trade receivables generally have terms of up 30 days. They are recognised initially at fair value and subsequently at amortised cost using the
effective interest method, less an allowance for impairment. Allowance for impairment is determined using an expected credit loss approach.

Before accepting any new franchisees and business partners, the Group uses extensive credit verification procedures. Receivable balances
are monitored on an ongoing basis and the Group’s exposure to bad debts is not significant. With respect to trade receivables that are neither
impaired nor past due, there are no indications as of the reporting date that the debtors will not meet their payment obligations.

INTEREST RATE RISK


Trade receivables are non-interest bearing and are therefore not subject to interest rate risk.

0125 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

10 TRADE, OTHER RECEIVABLES AND OTHER ASSETS (Continued)

FAIR VALUE
Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair value.

CREDIT RISK
Credit risk arises from exposure to retail customers and franchisees, including outstanding receivables and committed transactions.

Collectability and impairment are assessed on an ongoing basis at a regional level. Impairment is recognised in the income statement when
there is objective evidence that the Group will not be able to collect the debts.

The Group applies the ‘simplified approach’ to measuring expected credit losses (“ECL”) which uses a lifetime expected loss allowance for all
trade receivables. The ECL is estimated using a provision matrix based on the Group’s historical credit loss experiences

The Group writes off trade receivables when there is information indicating the debtor is in severe financial difficulty and there is no realistic
prospect of recovery, e.g. when the debtor has been placed in liquidation or has entered bankruptcy proceedings. Trade receivables written
off may still be subject to enforcement activities under the Group’s recovery processes, considering legal advice where appropriate. Any
recoveries made are recognised in profit and loss.

2019 2018
$’000 $’000

Trade receivables 98,112 82,065

Allowance for expected credit loss (6,990) (4,307)

Other receivables 2,780 423

Total trade and other receivables 93,902 78,181

2019 2018
$’000 $’000

Prepayments 15,193 14,176

Work in progress - store builds 5,052 2,783

Other - current 9,539 11,570

Total other assets 29,784 28,529

2019 2018
$’000 $’000

Movement in allowance for expected credit loss

Balance at the beginning of the year 4,307 3,100

Provision for expected credit loss 4,556 2,608

Amounts written off as uncollectible (1,252) (1,092)

Amounts recovered during the year (533) (399)

Unused amount reversed (305) (89)

Effect of foreign currency 217 179

Balance at the end of the year 6,990 4,307

Included in the Group’s trade receivables balance are debtors with a carrying amount of $5,707 thousand (2018: $4,280 thousand), which
are past due at the reporting date.

0126 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

11 TRADE AND OTHER PAYABLES


RECOGNITION AND MEASUREMENT
These amounts represent liabilities for goods and services provided to the Group prior to the balance sheet date which are unpaid. Trade and
other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date.

2019 2018
$’000 $’000

Current

Trade payables(i) 116,137 88,644

Goods and services tax (GST)/ Value added tax (VAT) payable 9,733 9,980

Other creditors and accruals 62,738 57,421

Total trade and other payables 188,608 156,045

(i) The average credit period on purchases of goods is 30 days. The Group has financial risk management policies in place to ensure that
all payables are paid within the credit timeframe.

12 PROVISIONS
RECOGNITION AND MEASUREMENT
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the
Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

EMPLOYEE BENEFITS
The provision for employee benefits represents annual leave, long service leave entitlements and incentives accrued by employees.

WAGES AND SALARIES


Liabilities for wages and salaries including non-monetary benefits expected to be settled within 12 months of the reporting date are recognised
in provisions and other payables in respect of employees’ services up to the balance sheet date. They are measured at the amounts expected
to be paid when the liabilities are settled.

ANNUAL AND LONG SERVICE LEAVE


The liability for annual leave and long service leave is recognised in the provision for employee benefits. It is measured as the present value of
expected future payments for the services provided by employees up to the reporting date. Expected future payments are discounted using
market yields at the balance sheet date on terms to maturity and currencies that match as closely as possible to the estimated future cash outflows.

STRAIGHT LINE LEASE PROVISION


The lease provision covers stepped lease arrangements to enable the lease expense to be recognised on a straight-line basis over the lease term.

MAKE GOOD OBLIGATIONS


A provision is recognised for the make good obligations in respect of restoring sites to their original condition when the premises are vacated.
Management has estimated the provision recognised on leases, based on historical data in relation to store closure numbers and costs, as
well as future trends that could differ from historical amounts.

LEGAL PROVISION
The provision for legal costs relate to claims that were brought against the company by a number of former and current Pizza Sprint franchisees.

0127 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

12 PROVISIONS (Continued)

ESTIMATES AND JUDGEMENTS


Management judgement is applied in determining the following key assumptions used in the calculation of long service leave and annual leave
at balance date:

• future increases in wages and salaries;


• future on-cost rates; and
• experience of employee departures and period of service.
2019 2018
NOTE $’000 $’000
Employee benefits 8,878 6,755
Defined benefit plan 29 7,467 6,418
Other Provisions 4,770 5,343
Total provisions 21,115 18,516
Current 11,136 9,709
Non-current 9,979 8,807
Total provisions 21,115 18,516

Other provisions
STRAIGHT- LEGAL
MAKE GOOD LINE LEASING PROVISIONS TOTAL
$’000 $’000 $’000 $’000
Balance at 03 July 2017 1,713 189 6,000 7,902
Recognised in profit or loss 45 - (1,444) (1,399)
Additional provisions recognised 379 16 60 455
Reductions arising from payments (342) - (1,733) (2,075)
Movements resulting from remeasurement 96 - 364 460
Balance at 02 July 2018 1,891 205 3,247 5,343
Recognised in profit or loss (93) (79) (60) (232)
Reductions arising from payments 138 - (569) (431)
Movements resulting from remeasurement - - 90 90
Balance at 30 June 2019 1,936 126 2,708 4,770

13 INVENTORY
RECOGNITION AND MEASUREMENT
Inventories are valued at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead
expenses, are assigned to inventories by the method most appropriate to each particular class of inventory, with the majority being valued
on a first in first out basis. Net realisable value is the estimated selling price in the ordinary course of business less estimated costs to sell.

2019 2018
$’000 $’000
Raw materials 5,219 4,154
Finished goods 16,891 15,117
Total inventory 22,110 19,271

There are no inventories (2018: $nil) expected to be recovered after more than 12 months. Expenses relating to inventories are recorded under
Food, equipment and packaging expenses.

0128 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

CAPITAL
Capital provides information about the capital management practices of the Group.

14 EQUITY
ISSUED CAPITAL
2019 2018
$’000 $’000

85,634,040 fully paid ordinary shares (01 July 2018: 85,368,040) 206,218 192,808

Changes to the Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1998. Therefore,
the Company does not have a limited amount of authorised capital and issued shares do not have a par value.

FULLY PAID ORDINARY SHARES


2019 2018

NUMBER OF SHARE NUMBER OF SHARE


SHARES CAPITAL SHARES CAPITAL
‘000 $’000 ‘000 $’000

Balance at beginning of financial year 85,368 192,808 88,873 340,040

Shares issued:

Issue of shares under executive share option plan 248 12,617 839 36,094

Issue of share capital for acquisition of businesses 18 793 - -

Issue of shares under employee share plan - - 4 155

Share buy-back - - (4,348) (183,479)

Capital costs associated with share issue - - - (2)

Balance at end of financial year 85,634 206,218 85,368 192,808

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

OPTIONS
The Company approved the establishment of the Executive Share and Option Plan (“ESOP”) to assist in the recruitment, reward and retention
of its directors and executives. The Company will not apply for quotation of the options on the ASX.

Subject to any adjustment in the event of a bonus issue, rights issue or reconstruction of capital, each option is convertible into one ordinary
share. Refer to note 18.

TERMS AND CONDITIONS OF THE ESOP


The Company must not issue any shares or grant any option under this plan if, immediately after the issue or grant, the sum of the total
number of unissued shares over which options, rights or other options (which remain outstanding) have been granted under this plan and
any other Group employee incentive scheme would exceed 7.5% of the total number of shares on issue on a fully diluted basis at the time of
the proposed issue or grant.

Fully diluted basis means the number of shares which would be on issue if all those securities of the Company which are capable of being
converted into shares, were converted into shares. If the number of shares into which the securities are capable of being converted cannot
be calculated at the relevant time, those shares will be disregarded.

During the year, 248,350 options were exercised (2018: 839,250). A total of $12,616,763 was received as consideration for 248,350 fully paid
ordinary shares of Domino’s Pizza Enterprises Limited on exercise of the options in the current financial year (2018: $36,094,377).

0129 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

14 EQUITY (Continued)
DIVIDEND REINVESTMENT PLAN
On listing, the Board adopted but did not commence operation of a Dividend Reinvestment Plan (“DRP”). The DRP provides shareholders the
choice of reinvesting some or all of their dividends in shares rather than receiving those dividends in cash.
The Board of Directors resolved to activate the DRP on 17 August 2006 with a commencement date of 21 August 2006. Shareholders with
registered addresses in Australia or New Zealand are eligible to participate in the DRP. Shareholders outside Australia and New Zealand are
not able to participate due to legal requirements applicable in their place of residence.
Shares allocated under the DRP rank equally with existing shares. Shares will be issued under the DRP at a price equal to the average of the
daily volume weighted average market price of the Company’s shares (rounded to the nearest cent) traded on the ASX during a period of ten
trading days commencing on the second business day following the relevant record date, discounted by an amount determined by the Board.
Domino’s Pizza Enterprises Limited entered into an underwriting agreement with Goldman Sachs JBWere for its first four dividend payments
commencing with the final dividend for the year ended 2 July 2006. The Board decided to continue the DRP underwriting and entered into
a renewed agreement with Goldman Sachs JBWere for the next four dividends commencing with the final dividend for the year ended 29
June 2008.
On 18 August 2009, the Board resolved to suspend the DRP until further notice. Therefore, the final dividend for the year ended 30 June 2019
will be paid in cash only.

RESERVES
FOREIGN CURRENCY TRANSLATION
Exchange differences relating to the translation of the net assets of the Group’s foreign operations from their functional currencies to the Group’s
presentation currency (i.e. Australian dollars) are recognised directly in other comprehensive income and accumulated in the foreign currency
translation reserve. The significant movement in the translation of the foreign operations has arisen as a result of the weakening of the Australian
Dollar verse Japanese Yen and Euro.

HEDGING RESERVE
The hedging reserve represents hedging gains and losses recognised on the effective portion of net investment and cash flow hedges.

OTHER RESERVES
The equity settled share-based benefits reserve arises on the grant of share options to executives under the Executive Share and Option Plan
(ESOP). Further information about ESOP is made in note 18 to the financial statements. The Group settled the Domino’s Pizza Enterprises
Limited Employee Share Trust to manage the share option plan.
2019 2018
$’000 $’000
Foreign currency translation 42,861 17,206
Hedging (6,714) (3,945)
Other (93,418) (89,632)
Balance at the end of the year (57,271) (76,371)

Foreign currency translation reserve


Balance at beginning of financial year 17,206 2,725
Translation of foreign operations 25,655 14,481
Balance at the end of the year 42,861 17,206

Hedging reserve
Balance at beginning of financial year (3,945) (158)
Net investment hedge (2,230) (5,869)
Cash flow hedge (2,551) 614
Income tax related to gain/(loss) on hedging items 2,012 1,468
Balance at the end of the year (6,714) (3,945)

0130 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

14 EQUITY (Continued)
2019 2018
$’000 $’000

Other Reserves

Balance at beginning of financial year (89,632) (88,112)

Share-based payment (1,072) (15,740)

Movement in put option liability and non-controlling interest (1,366) 14,835

Share option trust (1,318) (519)

Remeasurement of defined benefit plan (30) (96)

Balance at the end of the year (93,418) (89,632)

RETAINED EARNINGS
2019 2018
NOTE $’000 $’000

Balance at beginning of year 191,227 160,569

Change in accounting policy (13,955) -

Restated retained earnings 33 177,272 160,569

Net profit attributable to members of the Company 115,912 121,466

Payment of dividends 16 (96,124) (90,808)

Balance at the end of the year 197,060 191,227

15 NON-CONTROLLING INTERESTS
RECOGNITION AND MEASUREMENT
Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit or loss
and other comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total
comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the
non-controlling interests having a deficit balance. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted
to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests
are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

We have applied the partial recognition of the non-controlling interest method (equity method) when accounting for the put option liability
and non-controlling interest. This approach is appropriate given the Company has no present ownership of the minority interest shares. While
the non-controlling interest remains, the accounting treatment is as follows:

(a) The amount that would have been recognised for the non-controlling interest, including an update to reflect allocations of profit or loss,
allocations of changes in other comprehensive income and dividends declared for the reporting period, as required by AASB 10;
(b) The non-controlling interest is derecognised as if it was acquired at that date;
(c) A financial liability at the present value of the amount payable on exercise of the non-controlling put in accordance with AASB 9. There is
no impact on the profit or loss from the unwinding of the discount due to the passage of time; and
(d) The difference between (b) and (c) as an equity transaction in other reserves.

If the non-controlling interest put or call is exercised, the same treatment is applied up to the date of exercise. The amount recognised as the
financial liability at that date is extinguished by the payment of the exercise price.

The non-controlling interest relates to a 33.3% interest in the Group’s operations in Germany.

0131 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

15 NON-CONTROLLING INTERESTS (Continued)


2019 2018
NOTE $’000 $’000

Balance at beginning of year - -

Change in accounting policies 33 (17) -

Restated equity at the end of the year (17) -

Non-controlling interest contributions during the period (4,708) 8,846

Share of profit/(loss) (1,533) 227

Foreign currency translation 1,271 2,487

Non-controlling interest put option adjustment 4,987 (11,560)

Balance at the end of the year - -

16 DIVIDENDS
2019 2018

CENTS PER TOTAL CENTS PER TOTAL


SHARE $’000 SHARE $’000

Recognised amounts

Fully paid ordinary shares

Interim partially franked dividend for half-year ended 62.7 53,693 58.1 50,904

Partially franked dividend for full year ended 49.7 42,431 44.9 39,904

112.4 96,124 103.0 90,808

Unrecognised amounts

Fully paid ordinary shares

Partially franked dividend for full year ended 52.8 45,215 49.7 42,431

On 20 August 2019, the directors declared a final dividend of 52.8 cents per share to the holders of fully paid ordinary shares in respect of
the financial year ended 30 June 2019, to be paid to shareholders on 12 September 2019. The dividend will be paid to all shareholders on the
Register of Members on 28 August 2019. The total estimated dividend to be paid is $45,215 thousand.

FRANKED DIVIDENDS
The franked portions of the final dividends determined after 30 June 2019 will be franked out of existing franking credits or out of franking
credits arising from the payment of income tax in the financial year ended 30 June 2019.

2019 2018
$’000 $’000

Franking credits available for subsequent financial years based on a tax rate of 30.0% 24,057 17,025

The above amounts are calculated from the balance of the franking account as at the end of the reporting period, adjusted for franking credits
and debits that will arise from the settlement of liabilities or receivables for income tax and dividends after the end of the year.

0132 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

17 EARNINGS PER SHARE


BASIC EARNINGS PER SHARE
Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity
(other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element.

2019 2018
CENTS CENTS

From continuing operations attributable to the ordinary equity holders of the Company 135.5 139.4

DILUTED EARNINGS PER SHARE


Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:

• costs of servicing equity (other than dividends);


• the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
• other non-discretionary changes in revenues or expenses during the year that would result from the dilution of potential ordinary shares;
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

The diluted earnings per share calculation takes into account all options issued under the ESOP, as in accordance with AASB 133 Earnings per
Share, the average market price of ordinary shares during the period exceeds the exercise price of the options or warrants.

2019 2018
CENTS CENTS

From continuing operations attributable to the ordinary equity holders of the Company 135.4 139.0

EARNINGS USED IN CALCULATING EARNINGS PER SHARE

2019 2018
$’000 $’000

Profit from continuing operations 115,912 121,466

Profit attributable to the ordinary equity shareholders of the Company used in calculating basic and
diluted earnings per share 115,912 121,466

WEIGHTED AVERAGE NUMBER OF SHARES USED AS DENOMINATOR

2019 2018
NO.’000 NO.’000

Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 85,531 87,134

Adjustments for calculation of diluted earnings per share:

Options on issue 80 233

Weighted average number of ordinary and potential ordinary shares used as the denominator in
calculating diluted earnings per share 85,611 87,367

0133 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

18 SHARE-BASED PAYMENTS
RECOGNITION AND MEASUREMENT
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instrument
at the grant date. The fair value is measured by use of a Black Scholes model. The expected life used in the model has been adjusted, based
on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting
period, based on the Group’s estimate of equity instruments that will eventually vest. At each reporting period, the Group revises its estimate
of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss
over the remaining vesting period, with corresponding adjustment to the equity-settled employee benefits reserve.

Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods and services received, except
where the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured
at the date the entity obtains the goods or the counterparty renders the service.

EQUITY-SETTLED SHARE-BASED BENEFITS


The Company has one share plan and one share and option plan available for employees and directors and executives of the Company: the
Domino’s Pizza Exempt Employee Share Plan (“Plan”) and the Domino’s Pizza Executive Share and Option Plan (ESOP). Both plans were
approved by a resolution of the Board of Directors on 11 April 2005. Fully paid ordinary shares issued under these plans rank equally with all
other existing fully paid ordinary shares, in respect of voting and dividend rights and future bonus and rights issues.

EXECUTIVE SHARE AND OPTION PLAN


The Company established the ESOP to assist in the recruitment, reward, retention and motivation of directors and executives of the Company
(“the participants”).

In accordance with the provisions of the scheme, executives within the Company, to be determined by the Board, are granted options to
purchase parcels of shares at various exercise prices. Each option confers an entitlement to subscribe for and be issued one share, credited
as fully paid, at the exercise price.

Options issued under the ESOP may not be transferred unless the Board determines otherwise. The Company has no obligation to apply for
quotation of the options on the ASX. However, the Company must apply to the ASX for official quotation of shares issued on the exercise of
the options.

The Company must not issue any shares or grant any option under this plan if, immediately after the issue or grant, the sum of the total
number of unissued shares over which options, rights or other options (which remain outstanding) have been granted under this plan and
any other Group employee incentive scheme would exceed 7.5% of the total number of shares on issue on a fully diluted basis at the time of
the proposed issue or grant.

Fully diluted basis means the number of shares which would be on issue if all those securities of the Company which are capable of being
converted into shares, were converted into shares. If the number of shares into which the securities are capable of being converted cannot
be calculated at the relevant time, those shares will be disregarded.

0134 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

18 SHARE-BASED PAYMENTS (Continued)


The following share-based payment arrangements were in existence during the current and comparative reporting period:

OPTIONS GRANTED UNDER THE INCENTIVE PLANS


Set out below are summaries of the performance options and rights granted in respect of the 2019 and 2018 financial years under the
incentive plans:

2019

GRANTED
DURING LAPSED /
BALANCE AT AND IN EXERCISED FORFEITED BALANCE EXERCISABLE
START OF RESPECT OF DURING DURING AT END OF AT END OF
ISSUE & THE YEAR THE YEAR THE YEAR THE YEAR THE YEAR THE YEAR
OPTIONS GRANT EXPIRY
SERIES DATE DATE NUMBER NUMBER NUMBER NUMBER NUMBER NUMBER

(19) 29 Oct 14 31 Aug 18 500 - (500) - - -


(21) 3 Feb 15 31 Aug 18 4,000 - - (4,000) - -

(22) 20 Jun 15 31 Aug 18 5,600 - (5,600) - - -


(23) 3 Sep 15 28 Oct 20 300,000 - - - 300,000 -

(24) 3 Sep 15 31 Aug 19 437,500 - (242,250) (3,000) 192,250 -


(24) 3 Sep 15 31 Aug 20 150,000 - - - 150,000 -

(25) 1 Sep 16 28 Oct 20 400,000 - - - 400,000 -


(26) 1 Sep 16 31 Aug 20 200,000 - - - 200,000 -

(27) 1 Sep 16 31 Aug 20 423,000 - - (12,500) 410,500 -


(28) 8 Nov 17 31 Aug 21 220,000 - - - 220,000 -

(29) 19 Apr 18 31 Aug 21 616,000 - - (37,750) 578,250 -


(30) 14 Aug 18 31 Aug 21 - 147,000 - - 147,000 -

(31) 23 Jan 19 31 Aug 22 - 220,000 - - 220,000 -


(32) 25 May 19 31 Aug 22 - 653,750 - - 653,750 -

TOTAL 2,756,600 1,020,750 (248,350) (57,250) 3,471,750 -

0135 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

18 SHARE-BASED PAYMENTS (Continued)


2018

GRANTED
DURING LAPSED /
BALANCE AT AND IN EXERCISED FORFEITED BALANCE EXERCISABLE
START OF RESPECT OF DURING DURING AT END OF AT END OF
ISSUE & THE YEAR THE YEAR THE YEAR THE YEAR THE YEAR THE YEAR
OPTIONS GRANT EXPIRY
SERIES DATE DATE NUMBER NUMBER NUMBER NUMBER NUMBER NUMBER
(18) 29 Oct 14 28 Oct 20 300,000 - (300,000) - - -
(19) 29 Oct 14 31 Aug 18 319,250 - (318,750) - 500 -
(20) 27 Jan 15 31 Aug 18 150,000 - (150,000) - - -
(21) 3 Feb 15 31 Aug 18 43,000 - (39,000) - 4,000 -
(22) 20 Jun 15 31 Aug 18 37,100 - (31,500) - 5,600 -
(23) 3 Sep 15 28 Oct 20 300,000 - - - 300,000 -
(24) 3 Sep 15 31 Aug 19 579,250 - - (141,750) 437,500 -
(24) 3 Sep 15 31 Aug 20 150,000 - - - 150,000 -
(25) 1 Sep 16 28 Oct 20 400,000 - - - 400,000 -
(26) 1 Sep 16 31 Aug 20 200,000 - - - 200,000 -
(27) 1 Sep 16 31 Aug 20 692,750 - - (269,750) 423,000 -
(28) 8 Nov 17 31 Aug 21 - 220,000 - - 220,000 -
(29) 19 Apr 18 31 Aug 21 - 629,500 - (13,500) 616,000 -
TOTAL 3,171,350 849,500 (839,250) (425,000) 2,756,600 -

The weighted average exercise price at the date of the exercise of options during the 2019 financial year was $40.81 (2018: $21.44).

The weighted average remaining contractual life of options outstanding at the end of the 2019 financial year was 1.92 years (2018: 2.34 years)

FAIR VALUE OF SHARE OPTIONS GRANTED IN THE YEAR


The weighted average fair value of the options granted during the 2019 year is $3.98 (2018: $7.26). Options were valued using a Black Scholes
option pricing model. Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for the
effects of non-transferability, exercise restrictions and behavioural conditions.

The model inputs for options granted during 2019 financial year include:

PERFORMANCE CONDITIONS SERIES 30 SERIES 31 SERIES 32


Grant date share price $49.00 $45.17 $40.40
Exercise price $45.25 $51.96 $51.96
Expected volatility 30% 34% 33%
Option life years 2.07 2.91 2.42
Dividend yield 2.10% 2.39% 2.67%
Risk-free interest rate 1.73% 1.73% 1.23%

The model inputs for options granted during 2018 financial year include:

PERFORMANCE CONDITIONS SERIES 28 SERIES 29


Grant date share price $48.10 $39.41
Exercise price $46.63 $45.25
Expected volatility 35.00% 35.00%
Option life years 2.88 2.41
Dividend yield 1.94% 2.60%
Risk-free interest rate 2.05% 2.09%

0136 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

18 SHARE-BASED PAYMENTS (Continued)

SHARE OPTIONS EXERCISED DURING THE YEAR


The following share options granted under the ESOP were exercised during the year:

SHARE PRICE AT
2019 OPTION SERIES NUMBER EXERCISED EXERCISE DATE EXERCISE DATE ($)

(19) Issued 29 October 2014 500 17 August 2018 $56.00


(22) Issued 20 June 2015 5,600 17 August 2018 $56.00
(24) Issued 3 September 2015 75,000 03 September 2018 $54.10
(24) Issued 3 September 2015 19,500 04 September 2018 $54.14
(24) Issued 3 September 2015 12,500 10 September 2018 $54.70

(24) Issued 3 September 2015 26,000 08 November 2018 $55.68


(24) Issued 3 September 2015 30,000 13 November 2018 $50.31
(24) Issued 3 September 2015 5,750 11 February 2019 $47.27
(24) Issued 3 September 2015 38,500 21 February 2019 $44.50
(24) Issued 3 September 2015 35,000 25 February 2019 $43.89

SHARE PRICE AT EXERCISE


2018 OPTION SERIES NUMBER EXERCISED EXERCISE DATE DATE ($)

(19) Issued 29 October 2014 220,750 1 September 2017 $43.00


(21) Issued 3 February 2015 1,500 1 September 2017 $43.00
(19) Issued 29 October 2014 32,250 5 September 2017 $43.00
(18) Issued 29 October 2014 300,000 7 September 2017 $42.42
(19) Issued 29 October 2014 11,250 8 September 2017 $42.42
(21) Issued 3 February 2015 4,000 8 September 2017 $42.42
(19) Issued 29 October 2014 7,000 11 September 2017 $42.60
(21) Issued 3 February 2015 17,000 11 September 2017 $42.60
(22) Issued 20 June 2015 5,600 11 September 2017 $42.60
(19) Issued 29 October 2014 11,500 15 November 2017 $46.96
(19) Issued 29 October 2014 5,000 17 November 2017 $46.93
(21) Issued 3 February 2015 5,000 17 November 2017 $46.93
(22) Issued 20 June 2015 7,000 17 November 2017 $46.93
(19) Issued 29 October 2014 27,000 22 November 2017 $46.70
(21) Issued 3 February 2015 5,000 22 November 2017 $46.70
(22) Issued 20 June 2015 10,500 22 November 2017 $46.70
(22) Issued 20 June 2015 8,400 23 November 2017 $45.93
(19) Issued 29 October 2014 1,000 29 November 2017 $47.00
(20) Issued 3 February 2015 150,000 19 February 2018 $42.50
(21) Issued 3 February 2015 2,500 21 February 2018 $42.50
(19) Issued 29 October 2014 3,000 6 March 2018 $40.50
(21) Issued 3 February 2015 4,000 6 March 2018 $40.50

0137 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

FINANCIAL MANAGEMENT
Financial management provides information about the debt management practices of the Group as well as the Group’s exposure to various
financial risks, how these affect the Group’s financial position and performance and what the Group does to manage these risks.

19 BORROWINGS
RECOGNITION AND MEASUREMENT
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.
Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period
of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs
of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw
down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a
prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take
a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted
from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

FINANCE LEASES
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership
of the leased asset to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognised as assets of the Group at their fair value at the inception date of the lease or, if lower,
at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position
as a finance lease obligation.

Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest
on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable
to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs. Contingent rentals
are recognised as an expense in the periods in which they are incurred.

Finance leased assets are amortised on a straight-line basis over the estimated useful life of the asset.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate
benefits of incentives are recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more
representative of the time pattern in which economic benefits from the leased asset are consumed.

During the current financial year, the Group acquired $8.6 million of assets under finance lease (2018: $4.3 million).

0138 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

19 BORROWINGS (Continued)
2019 2018
NOTE $’000 $’000
Loan from other entities
Loans from other entities 35,786 32,839
Total from other entities 35,786 32,839
Committed
Bank loans(i) 599,031 552,524
Finance lease liabilities (ii)
16,632 13,136
Total committed borrowings 615,663 565,660

Current 5,373 3,700


Non-current 646,076 594,799
Total borrowings 651,449 598,499

SUMMARY OF BORROWING ARRANGEMENTS:


(i) Loans to meet the cost of DPE’s acquisitions in Germany are secured by way of a mortgage over shares DPE holds in the joint venture
entity that owns the German territory assets. DPE’s borrowings are otherwise unsecured.

(ii) Secured by the assets leased, the current market value of each exceeds the value of the finance lease liability.

The unused facilities available on the Group’s bank overdraft are $5,868 thousand (2018: $5,752 thousand). For further information in respect
of the Group’s borrowings, refer to note 22.

20 FINANCIAL ASSETS
RECOGNITION AND MEASUREMENT
All financial assets are recognised and derecognised on trade date where the purchase or sale of a financial asset is under a contract whose
terms require delivery of the financial asset within the time frame established by the market concerned, and are initially measured at fair value,
plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.

Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVPL) or through
other comprehensive income (FVOCI) and those held at amortised cost.

Classification depends on the business model for managing the financial assets and the contractual terms of the cash flows. Management
determines the classification of financial assets at initial recognition. Generally, the Group does not acquire financial assets for the purpose
of selling in the short-term. When the Group enters into derivative contracts, these transactions are designed to reduce exposures relating
to assets and liabilities, firm commitments or anticipated transactions.

Refer to note 33 for impact of AASB 9 Financial Instruments and previous recognition and measurement policies.

FINANCIAL ASSETS HELD AT AMORTISED COST


This classification applies to debt instruments which are held under a hold to collect business model and which have cash flows that
meet the ‘Solely payment of principal and interest’ (SPPI) criteria.
Other financial assets are initially recognised at fair value plus related transaction costs; they are subsequently measured at amortised
cost using the effective interest method. Any gain or loss on derecognition or modification of a financial asset held at amortised cost
is recognised in the income statement.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid
or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected
life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Income is recognised on an effective interest rate basis for financial assets held at amortised cost.

0139 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

20 FINANCIAL ASSETS (Continued)

FINANCIAL ASSETS HELD AT FVOCI


This classification applies to the following financial assets:

• Debt instruments that are held under a business model where they are held for the collection of contractual cash flows and also for sale
(‘collect and sell’) and which have cash flows that meet the SPPI criteria.
All movements in the fair value of these financial assets are taken through other comprehensive income, except for the recognition of
impairment gains or losses, interest revenue (including transaction costs by applying the effective interest method), gains or losses
arising on derecognition and foreign exchange gains and losses which are recognised in the income statement. When the financial assets
are derecognised, the cumulative fair value gain or loss previously recognised in other comprehensive income is reclassified to the
income statement.

• Equity investment where the Group has irrevocably elected to present fair value gains and losses on revaluation in other comprehensive
income. The election can be made for each individual investment however it is not applicable to equity investments held for trading.
Fair value gains or losses on revaluation of such equity investments, including any foreign exchange components, are recognised in other
comprehensive income. When the equity investment is derecognised, there is no reclassification of fair value gains or losses previously
recognised in other comprehensive income to the income statement. Dividends are recognised in the income statement when the right
to receive payment is established.

FINANCIAL ASSETS AT FVPL


This classification applies to the following financial assets, and in all cases, transaction costs are immediately expensed to the income statement:

• Debt instruments that do not meet the criteria of amortised cost or fair value through other comprehensive income.
Subsequent fair value gains or losses are taken to the income statement.

• Equity investments which are held for trading or where the FVOCI election has not been applied. All fair value gains or losses are related
dividend income are recognised in the income statement.
• Derivatives which are not designated as a hedging instrument. All subsequent fair value gains or losses are recognised in the income
statement.

DERIVATIVE FINANCIAL INSTRUMENTS


The Group enters into derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks.

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to
their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is
designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the
hedge relationship.

NON-CASH FINANCING AND INVESTING ACTIVITIES


Included in the movement of other financial assets are non-cash transactions of $40.9 million (2018: $48.2 million) for loans to
Franchisees.

IMPAIRMENT OF FINANCIAL ASSETS


A forward looking ECL review is required for: debt instruments measured at amortised cost or held at fair value through other comprehensive
income, loan commitments and financial guarantees not measured at fair value through profit or loss; lease receivables and trade receivables
that give rise to an unconditional right to consideration.

As permitted by AASB 9, the Group applies the ‘simplified approach’ to trade receivable balances and the ‘general approach’ to all other
financial assets (refer to note 10). The general approach incorporates a review for any significant increase in counterparty credit risk since
inception. The ECL reviews include assumptions about the risk of default and expected loss rates.

0140 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

20 FINANCIAL ASSETS (Continued)

DERECOGNITION OF FINANCIAL ASSETS


The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial
asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially
all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and
an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred
financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

2019 2018
$’000 $’000

Financial Assets
Current
Loans to franchisees 16,528 26,705
Foreign exchange forward contracts - 150
Total current financial assets 16,528 26,855
Non-current
Loans to franchisees 50,081 61,159
Allowance for doubtful loans (1,141) (1,232)
Financial guarantee receivable 1,494 195
Long-term store rental security deposits 19,979 15,314
Total non-current financial assets 70,413 75,436
Current 16,528 26,855
Non-current 70,413 75,436
Total financial assets 86,941 102,291

IMPAIRMENT
Before providing any new loans to franchisees, the Group reviews the potential franchisee’s credit quality, which is determined by reviewing a
business plan and the projected future cash flows for that store, to ensure the franchisee is able to meet its interest repayments on the loan. On
average, the interest charged was 6.7% (2018: 7%) in Australia and New Zealand, the average interest charged in France is 5.61% (2018: 6.41%),
in the Netherlands is 7.79% (2018: 7.88%), in Germany is 4.78% (2018: 4.87%) and the average interest charged in Japan is 5.0% (2018: 5.0%).

The Group applies the ‘general approach’ to measuring expected credit losses which uses a lifetime expected loss allowance for franchisee
loans. The general approach incorporates a review for any significant increase in counterparty credit risk since inception. The ECL review
includes assumptions about the risk of default and expected credit loss rates.

2019 2018
$’000 $’000

Franchisee loans 66,609 87,864


Allowance for doubtful loans (1,141) (1,232)
65,468 86,632

2019 2018
$’000 $’000

Ageing of Franchisee Loans


Amounts not yet due 65,468 86,632
65,468 86,632

0141 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

20 FINANCIAL ASSETS (Continued)


2019 2018
$’000 $’000

Movement in allowance for loss allowance

Balance at the beginning of the year 1,232 1,114

Impairment losses recognised on loans 60 954

Amounts written off as uncollectible (180) (885)

Unused amounts reversed - (10)

Effect of foreign currency 29 59

Balance at the end of the year 1,141 1,232

21 FINANCIAL LIABILITIES
RECOGNITION AND MEASUREMENT

FINANCIAL LIABILITY AND EQUITY INSTRUMENTS


CLASSIFICATION AS DEBT AND EQUITY

Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement.

EQUITY INSTRUMENTS
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by the Consolidated entity are recorded at the proceeds received, net of direct issue costs.

FINANCIAL GUARANTEES AND CONTRACT LIABILITIES


A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs
because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.

Financial guarantee contract liabilities are measured initially at their fair values and, if not designated as at FVPL, are subsequently at the
higher of:

• the amount of the obligation under the contract, as determined in accordance with AASB 137 ‘Provisions, Contingent Liabilities and
Contingent Assets’; and
• the amount initially recognised less, where appropriate, cumulative amortisation in accordance with the revenue recognition policies set
out in Note 2.

FINANCIAL LIABILITIES
Financial liabilities are classified as either financial liabilities ‘at FVPL’ or ‘other financial liabilities’.

FINANCIAL LIABILITIES AT FVPL


Financial liabilities are classified as at FVPL when the financial liability is either held for trading or it is designated as at FVPL.

0142 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

21 FINANCIAL LIABILITIES (Continued)

A financial liability is classified as held for trading if:

• it has been acquired principally for the purpose of repurchasing in the near term; or
• on initial recognition it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual
pattern of short-term profit-taking; or
• it is a derivative that is not designated and effective as a hedging instrument.
A financial liability other than a financial liability held for trading is designated as at FVPL upon initial recognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
• the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance evaluated
on a fair value basis, in accordance with the Consolidated entity’s documented risk management or investment strategy, and information
about the grouping is provided internally on that basis; or
• it forms part of a contract containing one or more embedded derivatives, and AASB 9 ‘Financial Instruments’ permits the entire combined
contract (asset or liability) to be designated as at FVPL.
Financial liabilities at FVPL are stated at fair value, with any gains or losses arising on re-measurement recognised in profit or loss. The net gain
or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘other gains and losses’ line item
in the statement of comprehensive income.

FINANCIAL BORROWINGS
Borrowing and other financial liabilities (including trade payables but excluding derivative liabilities) are recognised initially at fair
value, net of transaction costs incurred, and are subsequently measured at amortised cost.

DERECOGNITION OF FINANCIAL LIABILITIES


The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference
between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

ESTIMATES AND JUDGEMENTS

GERMANY PUT OPTION LIABILITY


The put option associated with Domino’s Pizza Germany (DPG) is valued by management by taking into account adjusted unlevered price/
earnings multiple rates and estimate of the timing of the exercise of the put. This is based on management’s experience and knowledge of
market conditions of the German Pizza industry and dealings with the sellers of Joey’s Pizza and Hallo Pizza. As the inputs are not observable
the liability is considered Level 3 in the fair value hierarchy.
2019 2018
FINANCIAL LIABILITIES $’000 $’000
Current
Interest rate swaps 467 49
Foreign exchange contracts 436 -
Rent incentive liabilities 111 121
Security deposits 9,402 6,909
Market access right (i)
- 4,270
Contingent consideration 672 625
Deferred consideration 1,253 650
Other 19 22
Total current financial liabilities 12,360 12,646

0143 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

21 FINANCIAL LIABILITIES (Continued)


2019 2018
FINANCIAL LIABILITIES $’000 $’000

Non-current

Interest rate swaps 1,882 -

Rent incentive liability 1,161 1,222

Market access right (i)


19,859 28,228

Contingent consideration 2,134 1,500

Deferred consideration 1,278 2,065

Put / call minority interest liability (ii)


87,832 88,900

Total non-current financial liabilities 114,146 121,915

Current 12,360 12,646

Non-current 114,146 121,915

Total financial liabilities 126,506 134,561

(i) Market access right arising in respect of the Group’s contractual arrangements with DPG.

(ii) Put / call option liability arises in respect of the minority interest in Domino’s Germany.

FAIR VALUE OF DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS


As described in note 22, management uses their judgement in selecting an appropriate valuation technique for financial instruments not
quoted in an active market. Valuation techniques commonly used by market practitioners are applied. For derivative financial instruments,
assumptions are made based on quoted market rates adjusted for specific features of the instrument. Other financial instruments are valued
using a discounted cash flow analysis based on assumptions supported, where possible, by observable market prices or rates. Details of
assumptions are provided in note 22.

22 FINANCIAL RISK MANAGEMENT


CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that it will be able to continue as a going concern, while maximising the return to stakeholders through
optimisation of the debt and equity balances.

The capital structure of the Group consists of net debt, which includes borrowings, cash and cash equivalents and equity attributable to equity
holders of the parent, comprising issued capital, reserves, retained earnings and non-controlling interest.

The Group operates globally, primarily through subsidiary companies established in the markets in which the Group trades, these companies
are not subject to externally imposed capital requirements.

Operating cash flows are used to maintain and expand the Groups assets, as well as to make routine outflows of tax, dividends and repayment
of maturing debt. The Group policy is to control borrowing centrally; using a variety of capital market issues and borrowing facilities, to meet
anticipated funding requirements.

The Group’s management and board of directors review the capital structure formally on an annual basis. The board of directors consider
the cost of capital and associated risk. Based on recommendations from management and the board of directors, the Group will balance its
overall capital structure through payment of dividends, new share issues and issue or redemption of debt.

0144 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

22 FINANCIAL RISK MANAGEMENT (Continued)

GEARING RATIO
The gearing ratio at the end of the reporting period was as follows:

2019 2018
$’000 $’000

Debt(i) 651,449 598,499

Cash and cash equivalent (101,404) (75,996)

Net debt 550,045 522,503

Equity (ii)
346,007 307,664

Net debt to equity ratio 159.0% 169.8%

(i) Debt is defined as long-term and short-term borrowings, as detailed in note 19.

(ii) Equity includes all capital and reserves that are managed as capital.

The categories of financial assets and liabilities are outlined below:

2019 2018

INTEREST INTEREST
FINANCIAL ASSETS CLASSIFICATION NOTE RATE %(I) $’000 RATE %(I) $’000

Trade and other receivables Amortised cost 10 - 93,902 - 78,181

Loans receivable Amortised cost 20 5.70 65,468 4.91 86,632

Financial guarantee contracts Amortised cost 20 6.25 1,494 6.25 195

Deposits Amortised cost 20 - 19,979 - 15,314

Forward exchange contracts FVOCI 20 - - - 150

2019 2018
INTEREST INTEREST
FINANCIAL LIABILITIES CLASSIFICATION NOTE RATE %(I) $’000 RATE %(I) $’000

Trade and other payables Amortised cost 11 - 188,608 - 156,045

Other financial liabilities Amortised cost 21 - 9,421 - 6,931

Rent incentive liability Amortised cost 21 - 1,272 - 1,343

Bank loans Amortised cost 19 2.16 599,031 1.65 552,524

Loans from other entities Amortised cost 19 2.70 35,786 3.00 32,839

Finance lease liability Amortised cost 19 1.13 16,632 1.13 13,136

Market access right FVOCI 21 - 19,859 - 32,498

Put-option liability FVOCI 21 - 87,832 - 88,900

Contingent consideration FVPL 21 - 2,806 - 2,125

Deferred consideration FVPL 21 - 2,531 - 2,715

Interest rates swaps Derivative financial instrument 21 - 2,349 - 49

Foreign exchange contracts Derivative financial instrument 21 - 436 - -

(i) Interest rates represent the weighted average effective interest rate.

0145 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

22 FINANCIAL RISK MANAGEMENT (Continued)

FINANCIAL RISK MANAGEMENT


Group treasury co-ordinates access to financial markets, monitors and manages the financial risks relating to the operations of the Group in
line with its policies. These risks include;

• Liquidity risk
• Market risk, including foreign currency, interest rate and commodity price risk; and
• Credit risk
The Group seeks to manage and minimise its exposure to these financial risks by using derivative financial instruments to hedge the risk,
governed by the approved Group policies, which provides written principles on foreign exchange risk, interest rate risk, credit risk and the use
of derivatives and investment of excess liquidity. Compliance with policies and exposure limits are reviewed by the board of directors. The
Group does not enter into or trade financial instruments, including derivative instruments, for speculative purposes.

LIQUIDITY RISK

NATURE OF THE RISK


The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, continuously monitoring
forecast and actual cash flows, and matching the maturity profiles of financial assets and liabilities. Ultimate responsibility for liquidity risk
management rests with the board of directors, which has established an appropriate liquidity management framework for the management
of the Group’s short, medium and long-term funding and liquidity management requirements.

FINANCING FACILITIES
2019 2018
$’000 $’000

Unsecured bank overdraft, reviewed annually and payable at call:

Amount used - -

Amount unused 5,868 5,752

Total 5,868 5,752

Committed commercial bill facility, reviewed annually:

Amount used 601,894 556,356

Amount unused 162,258 184,803

Total 764,152 741,159

Uncommitted facilities, at call:

Amount unused 54,435 56,769

Total 54,435 56,769

MATURITY OF FINANCIAL ASSETS AND LIABILITIES


The following tables analyse the Group’s financial assets and liabilities, including net and gross settled financial instruments, into relevant
maturity periods based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are
contractual undiscounted cash flows and hence will not necessarily reconcile with the amounts disclosed in the balance sheet.

Expected future interest payments on loans and borrowings exclude accruals already recognised in trade and other payables.

For foreign exchange derivatives and cross-currency interest rate swaps, the amounts disclosed are the gross contractual cash flows to be paid.

0146 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

22 FINANCIAL RISK MANAGEMENT (Continued)


For interest rate swaps, the cash flows are the net amounts to be paid at each quarter, excluding accruals included in trade and other payables,
and have been estimated using forward interest rates applicable at the reporting date.

LESS THAN MORE THAN


1 YEAR 1-5 YEARS 5 YEARS
30 JUNE 2019 $’000 $’000 $’000
Financial assets
Trade and other receivables 93,902 - -
Loans receivable 16,528 26,271 22,669
Cash and cash equivalents 101,404 - -
Financial guarantee contracts - 1,494 -
Deposits - 19,979 -
Financial liabilities
Trade and other payables (188,608) - -
Derivative instruments in designated hedge accounting relationships (903) (1,882) -
Bank loans - (599,031) -
Loans from other entities - (35,786) -
Finance lease liability (5,373) (11,259) -
Market access right - (19,859) -
Put option liability - (87,832) -
Contingent consideration (672) (2,134) -
Deferred consideration (1,253) (1,278) -
Rent incentive liability and other (130) (1,161) -
Other financial liabilities (9,402) - -

01 JULY 2018
Financial assets
Trade and other receivables 78,181 - -
Loans receivable 26,705 36,823 23,104
Cash and cash equivalents 75,996 - -
Financial guarantee contracts - 195 -
Deposits - 15,314 -
Financial liabilities
Trade and other payables (156,045) - -
Derivative instruments in designated hedge accounting relationships (49) - -
Bank loans - (552,524) -
Loans from other entities - (32,839) -
Finance lease liability (3,700) (9,436) -
Market access right (4,270) (28,228) -
Put option liability - (88,900) -
Contingent consideration (625) (1,500) -
Deferred consideration (650) (2,065) -
Rent incentive liability (121) (1,222) -
Other financial liabilities (6,931) - -

0147 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

22 FINANCIAL RISK MANAGEMENT (Continued)


The following table details the Group’s liquidity analysis for is derivative financial instruments. The table has been drawn up based on the
undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross
inflows and outflows on those derivatives that require gross settlement. When the amount payable or receivable is not fixed, the amount
disclosed has been determined by reference to the projected interest rates as illustrated by the yield curves at the end of the reporting period.

LESS THAN 3 MONTHS


1 MONTH 1-3 MONTHS TO 1 YEAR 1-5 YEARS
2019 $’000 $’000 $’000 $’000

Net Settled

Interest rate swaps - - (467) (1,882)

Gross Settled

Forward foreign exchange contracts - Inflow - 4,228 20,763 -

Forward foreign exchange contracts - (Outflow) - (4,302) (21,125) -

- (74) (829) (1,882)

2018

Net Settled

Interest rate swaps - (49) - -

Gross Settled

Forward foreign exchange contracts - Inflow 1,122 5,014 14,287 -

Forward foreign exchange contracts - (Outflow) (1,114) (4,977) (14,182) -

8 (12) 105 -

MARKET RISK

NATURE OF FOREIGN CURRENCY RISK


The Group’s activities exposes it primarily to the Euro and Japanese Yen currencies and to interest rate risk through its borrowings. The Group’s
foreign operations are carried out in New Zealand, Japan and Europe, which exposes the Group’s investments to movements in the AUD/NZD,
AUD/JPY and AUD/EUR exchange rates. The Group mitigates and manages the effect of its translational currency exposure by borrowing in
NZ dollars, Japanese Yen and Euro.

The Group enters into a variety of derivative and non-derivative financial instruments to manage its exposure to interest rate and foreign
currency risk, including;

• Interest rate swaps to mitigate risk of rising interest rates


• Cross currency interest rate swap to mitigate rising interest rates and foreign exchange fluctuation
• Debt to manage currency risk
• Forward foreign exchange contracts to hedge the exchange rate risk of purchases

0148 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

22 FINANCIAL RISK MANAGEMENT (Continued)

EXPOSURE
The Group’s exposure, before hedging arrangements, to the NZ dollar, Euro and Japanese Yen at the balance sheet date were as follows:

ASSETS LIABILITIES

2019 2018 2019 2018


$’000 $’000 $’000 $’000

New Zealand Dollar 8,063 8,700 (4,432) (3,354)

Euro 67,408 72,008 (497,362) (466,851)

Japanese Yen 105,898 78,941 (262,024) (220,556)

FOREIGN CURRENCY RISK MANAGEMENT


The hedging function of the Group is to address foreign currency risk and is managed centrally. The Group requires all subsidiaries to hedge
foreign exchange exposures for firm commitments relating to sale or purchases or when highly probable forecast transactions have been
identified. Before hedging, the subsidiaries are also required to take into account their competitive position. The hedging instrument must
be in the same currency as the hedged item.

The objective of the Group’s policy on foreign exchange hedging is to protect the Group from adverse currency fluctuations.

SENSITIVITY TO FOREIGN EXCHANGE MOVEMENTS


The sensitivity analysis below shows the impact that a reasonable possible change in foreign exchange rates over a financial year would have
on profit after tax and equity, based solely on the Group’s foreign exchange rate exposure existing at the balance sheet date. The Group has
used the observed range of actual historical rates for the preceding five-year period, with a heavier weighting placed on recently observed
market data, in determining reasonable possible exchange movements to be used for the current year’s sensitivity analysis. Past movements
are not necessarily indicative of future movements.

The following exchange rates have been used in performing the sensitivity analysis:

EURO JPY NZD

Actual 2019 0.62 75.54 1.05

+ 10% 0.68 83.09 1.15

-10% 0.56 67.99 0.94

Actual 2018 0.63 81.82 1.09

+ 10% 0.70 90.00 1.20

-10% 0.57 73.64 0.98

The impact on profit and equity is estimated by relating the hypothetical changes in the NZ Dollar, Japanese Yen and Euro exchange rate to
the balance of financial instruments at the reporting date. Foreign currency risks, as defined by AASB 7 Financial Instruments: disclosure, arise
on account of the financial instruments being denominated in a currency that is not the functional currency in which the financial instruments
are measured.

0149 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

22 FINANCIAL RISK MANAGEMENT (Continued)


Differences from the translation of the financial statements into the Group’s presentation currency are not taken into consideration in the
sensitivity analysis. The results of the foreign exchange rate sensitivity analysis are driven by three main factors, as outlined below:

• The impact of applying the above foreign exchange movements to financial instruments that are not in hedge relationships will be recognised
directly in profit or loss;
• Tothe extent that the foreign currency denominated derivatives on balance sheet form part of an effective cash flow hedge relationship,
any fair value movements caused by applying the above sensitivity movements will be deferred in equity and will not affect profit or loss; and
• Movements in financial instruments forming part of an effective fair value hedge relationship will be recognised in profit or loss. However,
as a corresponding entry will be recognised for the hedged item, the net effect on profit or loss will be nil.
The below table details the impact of the Group’s profit after tax and other equity had there been a movement in the NZ dollar, Japanese Yen
and Euro with all other variables held constant.

TOTAL IMPACT

2019 2018
$’000 $’000

Profit or (loss)

If there was a 10% increase in exchange rates with all other variables held constant - -

If there was a 10% decrease in exchange rates with all other variables held constant - -

Other equity

If there was a 10% increase in exchange rates with all other variables held constant 8,707 10,404

If there was a 10% decrease in exchange rates with all other variables held constant (10,642) (12,715)

NATURE OF INTEREST RATE RISK


The Group’s exposure to changes in market interest rates relates primarily to the Group’s debt obligations that have floating interest rates.

INTEREST RATE RISK MANAGEMENT


The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings, and by the use of interest rate
swaps. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective
hedging strategies are applied.

From a Group perspective, any internal contracts are eliminated as part of the consolidation process, leaving only external contracts.

EXPOSURE
As at the balance sheet date, the Group had financial assets and liabilities with exposure to interest rate risk. Interest on financial instruments
classified as floating rate, is repriced at intervals of less than one year. Interest on financial instruments, classified as fixed rate, is fixed until
maturity of the instrument. The classification between fixed and floating interest takes into account applicable hedge instruments. Other
financial instruments of the Group that are not included in the following table are non-interest bearing and are therefore not subject to interest
rate risk.

0150 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

22 FINANCIAL RISK MANAGEMENT (Continued)

SENSITIVITY TO INTEREST RATE MOVEMENTS


The following sensitivity analysis shows the impact that a reasonable possible change in interest rates would have on Group profit after tax
and equity. The impact is determined by assessing the effect that such a reasonable possible change in interest rates would have had on the
interest income/(expense) and the impact on financial instrument fair values. This sensitivity is based on reasonable possible changes over
a financial year, determined using observed historical interest rate movements of the preceding five-year period, with a heavier weighting
given to more recent market data.

If interest rates had moved by 100 basis points and with all other variables held constant, profit before tax and equity would be affected as
follows:

IMPACT ON PROFIT BEFORE TAX

2019 2018
$’000 $’000

Interest rates - increase by 100 basis points (1,961) (2,373)

Interest rates - decrease by 100 basis points 1,917 1,366

FAIR VALUE OF FINANCIAL INSTRUMENTS


The carrying amounts and estimated fair values of all Group’s financial instruments recognised in the financial statements are materially the
same.

The methods and assumptions used to estimate the fair value of financial instruments are as follows:

CASH
The carrying amount is the fair value due to the asset’s liquid nature.

RECEIVABLES/PAYABLES
Due to the short-term nature of these financial rights and obligations, carrying amounts represent the fair values.

OTHER FINANCIAL ASSETS/LIABILITIES


Loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘Other Financial
Assets’. Loans are measured at amortised cost using the effective interest method less impairment. Interest income is recognised by applying
the effective interest rate.

DERIVATIVES
The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade
credit ratings. Foreign exchange forward contracts, interest rate swap contracts and cross-currency interest rate swaps are all valued using
forward pricing techniques. This includes the use of market observable inputs, such as foreign exchange spot and forward rates, yield curves
of the respective currencies, interest rate curves and forward rate curves of the underlying commodity. Accordingly, these derivatives are
classified as Level 2.

INTEREST BEARING LOANS AND BORROWINGS


Quoted market prices or dealer quotes for similar instruments are used to value long-term (greater than one year) debt instruments.

0151 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

22 FINANCIAL RISK MANAGEMENT (Continued)

VALUATION OF FINANCIAL INSTRUMENTS


For all fair value measurements and disclosures, the Group uses the following to categorise the method used:

• Level 1: the fair value is calculated using quoted prices in active markets.
• Level 2: the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly (as prices) or indirectly (derived from prices).
• Level 3: the fair value is estimated using inputs for the asset or liability that are not based on observable market data.
The following table presents the Group’s assets and liabilities measured and recognised at fair value at the reporting date.

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL


30 JUNE 2019 $’000 $’000 $’000 $’000

Recurring fair value measurements

Financial liabilities

Interest rate swaps - 2,349 - 2,349

Foreign exchange contracts - 436 - 436

Put option over non-controlling interest - - 87,832 87,832

Market access right - - 19,859 19,859

Contingent consideration - - 2,806 2,806

Total financial liabilities - 2,785 110,497 113,282

01 JULY 2018

Recurring fair value measurements

Financial assets

Forward foreign exchange contracts - 150 - 150

Total financial assets - 150 - 150

Financial liabilities

Interest rate swaps - 49 - 49

Put option over non-controlling interest - - 88,900 88,900

Market access right - - 32,498 32,498

Contingent consideration - - 2,125 2,125

Total financial liabilities - 49 123,523 123,572

There have been no transfers between Level 1 and Level 2.

The only financial liabilities subsequently measured at fair value on Level 3 fair value measurement represent the fair value of the put option
and market access right relating to the acquisition of Domino’s Pizza Germany and contingent consideration for previous acquisitions.
No gain or loss for the year relating to these liabilities has been recognised in profit or loss.

The opening balance for the put option liabilities was $88.9 million and has a closing balance at year end of $87.8 million. The movement of
the put liability is recorded in reserves.

No gain or loss relating to level 3 liabilities has been recognised in profit or loss.

0152 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

22 FINANCIAL RISK MANAGEMENT (Continued)

VALUATION TECHNIQUES USED TO DERIVE LEVEL 2 AND 3 FAIR VALUES


The fair values of the financial assets and financial liabilities included in the level 2 and 3 categories above have been determined in accordance
with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that
reflects the credit risk of counterparties and long-term revenue and profit growth rates.

The level 2 financial instruments have been valued using the discounted cash flow technique. Future cash flows are estimated based on
forward interest rates (from observable yield curves at the end of the reporting period) and contract interest rates, discounted at a rate that
reflects the credit risk of various counterparties.

Specific valuation techniques used to value level 3 financial instruments include:

PUT OPTION OVER NON-CONTROLLING INTEREST

The valuation technique used is the unlevered price/earnings multiple which requires future earnings to be estimated. The significant
unobservable inputs include adjusted unlevered price/earnings multiple and the put option is exercisable 4 years (January 2020) from date
of the joint venture agreement (December 2015). The call option is exercisable 6 years (January 2022) from the date of the joint venture
agreement. The earnings and margins are based on management’s experience and knowledge of the market conditions of the industry, with
the higher earnings resulting in a higher fair value and the shorter the time period resulting in a lower fair value.

MARKET ACCESS RIGHT

The valuation technique used is the income approach. In this approach the discounted cash flows are used to capture the future cost of
the asset. The significant unobservable inputs include adjusted unlevered price/earnings multiples. The earnings and margins are based on
management’s experience and knowledge of the market conditions of the industry, with the higher earnings resulting in a higher fair value.

CONTINGENT CONSIDERATION IN A BUSINESS COMBINATION

The discounted cash flow method was used to calculate the present value of the expected future economic benefits that will flow out of
the Group arising from the contingent consideration. The significant unobservable inputs include the projected gross margin based on
management’s experience and knowledge of market and industry conditions. Significant increase/(decrease) in the gross profit would result
in a higher/(lower) fair value of the contingent consideration liability.

OFFSETTING FINANCIAL INSTRUMENTS


The Group presents its derivative assets and liabilities on a gross basis. Derivative financial instruments entered into by the Group are subject
to enforceable master netting arrangements, such as International Swaps and Derivatives Association (ISDA) master netting agreements. In
certain circumstances, for example, when a credit event such as a default occurs, all outstanding transactions under ISDA agreements are
terminated, the termination value is assessed and only a single net amount is payable in settlement of all transactions.

The amounts set out in note 20 and 21 represent the derivative financial assets and liabilities of the Group, that are subject to the above
arrangements and are presented on a gross basis.

HEDGING
The Group designates certain derivatives as hedging instruments in respect of foreign currency risk and interest rate risk in fair value hedges,
cash flow hedges, or hedges of net investment in foreign operations as appropriate. Hedges of foreign exchange risk on firm commitments
are accounted for as cash flow hedges.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along
with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge
and on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting changes in fair values or cash flows
of the hedged item attributable to the hedged risk, which is when the hedge relationship meet all of the hedge effectiveness requirements
prescribed in AASB 9. There has been no material change to the Group’s hedging policies as a result of the adoption of AASB 9.

If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the risk management objective
for that designated hedging relationship remains the same, the Group adjust the hedge ratio for the hedging relationship (i.e. rebalances the
hedge) so that it meets the qualifying criteria again.

0153 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

22 FINANCIAL RISK MANAGEMENT (Continued)


The Group holds the following hedging instruments:

FORWARD EXCHANGE CONTRACTS

Contracts denominated in US dollar to hedge highly probable sale and purchase transactions (cash flow hedges).

INTEREST RATE SWAPS

To optimise the Group’s exposure to fixed and floating interest rates arising from borrowings. These hedges incorporate cash hedges, which
fix future interest payments, and fair value hedges, which reduce the Group’s exposure to changes in the value of its assets and liabilities
arising from interest rate movements

CROSS-CURRENCY INTEREST RATE SWAPS

To either reduce the Group’s exposure to exchange rate variability in its interest repayments of foreign currency denominated debt (cash flow
hedges) or to hedge against movements in the fair value of those liabilities due to exchange and interest rate movements (fair value hedges).
The borrowing margin on the Group’s cross-currency interest rate swap has been treated as a cost of hedging and deferred into equity. These
costs are then amortised to the profit and loss as a finance cost over the remaining life of the borrowing.

CASH FLOW HEDGES


The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are designated and qualify as
cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow hedging reserve, limited
to the cumulative change in fair value of the hedged item from inception of the hedge. The gain or loss relating to the ineffective portion is
recognised immediately in the profit or loss.

The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria. This
includes instances when the hedging instrument expires or is sold, terminated or exercised. The discontinuation is accounted for prospectively.
Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised when
the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur the gain or loss
accumulated in equity is recognised immediately in profit or loss.

The Group uses cash flow hedges to mitigate the risk of variability of future cash flows attributable to foreign currency fluctuations over the
hedging period associated with foreign currency borrowings and ongoing business activities, predominantly where there are highly probable
purchases or settlement commitments in foreign currencies. The Group also uses cash flow hedges to hedge variability in cash flows due to
interest rates associated with borrowings.

At 30 June 2019, the Group have interest rate swap agreements in place with a notional amount of €131 million and ¥12 billion, whereby the
Group receives a fixed rate of interest of EURIBOR (floored at 0%) and TIBOR +0% and pays interest at rate equal to 0.168% and 0.242% on
the notional amount. The swap is being used to hedge the exposure to changes in the fair value of its fixed rate secured loans.

Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating rate interest amounts calculated
on agreed notional principal amounts. Such contracts enable the Group to mitigate the risk of changing interest rates on the fair value of issued
fixed rate debt held and the cash flow exposures on the issued variable rate debt held. The fair value of interest rate swaps at the reporting
date is determined by discounting the future cash flows using the curves at the reporting date and the credit risk inherent in the contract, and
is disclosed below. The average interest rate is based on the outstanding balances at the end of the financial year.

As the critical terms of the interest rate swap contracts and their corresponding hedged items are the same, the Group performs a qualitative
assessment of effectiveness and it is expected that the value of the interest rate swap contracts and the value of the corresponding hedged
items will systematically change in opposite direction in response to movements in the underlying interest rates. The main source of hedge
ineffectiveness in these hedge relationships is the effect of the counterparty and the Group’s own credit risk on the fair value of the interest
rate swap contracts, which is not reflected in the fair value of the hedged item attributable to the change in interest rates. No other sources
of ineffectiveness emerged from these hedging relationships.

0154 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

22 FINANCIAL RISK MANAGEMENT (Continued)


The impact of the hedging instruments on the statement of financial position as at 30 June 2019 is, as follows:

2019
‘000

Interest Rate Swap

Notional Amount (Euro) 131,000

Carrying Amount (AUD) 212,283

Change in intrinsic value of outstanding hedging instrument since 02 July 2018 (AUD) (715)

Change in value of hedged item used to determine hedge effectiveness (AUD) 715

Notional Amount (JPY) 12,000,000

Carrying Amount (AUD) 158,856

Change in intrinsic value of outstanding hedging instrument since 02 July 2018 (AUD) (1,634)

Change in value of hedged item used to determine hedge effectiveness (AUD) 1,634

The line item in the statement of financial position which is impacted by the hedging instrument is current financial liabilities.

Amounts recognised in equity are transferred to income statement when the hedged transaction affects profit or loss, such as when hedged
income or expenses are recognised or when a forecast sale occurs or the asset is consumed. When the hedged item is the cost of a non-
financial asset or liability, the amounts taken to equity are transferred to the initial carrying amount of the non-financial asset or liability.

If the forecast transaction is no longer expected to occur, amounts previously recognised in equity are transferred to the income statement. If
the hedging instrument expires or is sold, terminated or exercised without replacement or roll over, or if its designation as a hedge is revoked,
amounts previously recognised in equity remain in equity until the forecast transaction occurs.

HEDGES OF NET INVESTMENT IN FOREIGN OPERATIONS


Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument
relating to the effective portion of the hedge is recognised in Other Comprehensive Income and accumulated under the heading of foreign
currency translation reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

Gains and losses on the hedging instrument relating to the effective portion of the hedge accumulated in the foreign currency translation
reserve are reclassified to profit or loss on the disposal or partial disposal of the foreign operations.

Included in borrowings at 30 June 2019 is borrowings of $150,164 thousand, which has been designated as hedge of the net investments in
the Group’s European subsidiaries. These borrowings are being used to hedge the Group’s exposure to the foreign exchange risk on these
investments.

There are economic relationships between the hedged items and the hedging instruments as the net investment creates a transaction risk
that will match the foreign exchange risk on the Euro borrowings. The Group has established a hedge ratio of 1:1 as the underlying risk of the
hedging instruments are identical to the hedged risk component. The hedge ineffectiveness will arise when the amount of the investment in
the foreign subsidiary become lower than the amount of the fixed rate borrowing.

The impact of the hedging instruments on the statement of financial position is, as follows:

2019
‘000

Hedge of Net Investment in Foreign Operations

Notional amount (EURO) 92,667

Carrying amount (AUD) 150,165

Change in intrinsic value of outstanding hedging instrument since 02 July 2018 (AUD) (4,059)

Change in value of hedged item used to determine hedge effectiveness (AUD) 4,059

0155 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

22 FINANCIAL RISK MANAGEMENT (Continued)

HEDGING RESERVES
The Group’s hedging reserves are disclosed in note 14.

CREDIT RISK

NATURE OF CREDIT RISK


Credit risk is the risk that a contracting entity will not complete its obligations under a financial instrument or customer contract that will result
in a financial loss to the Group. The Group is exposed to credit risk from its operating activities (primarily from customer receivables and from
its financing activities, including deposits with financial institutions, foreign exchange transactions and other financial instruments).

CREDIT RISK MANAGEMENT: RECEIVABLES & LOANS


Customer credit risk is managed by each division subject to established policies, procedures and controls relating to customer credit risk
management. The Group trades with recognised well-established franchisees. Depending on the division, credit terms for receivables are
generally up to 30 days from date of invoice. Loans payments are received weekly in advance. The Group’s exposure to bad debts is not
significant and default rates have historically been very low on both receivables and loans.

Franchisee’s and customers who trade on credit terms are subject to credit verification procedures, including an assessment of financial
position, past experience and industry reputation. In addition, receivable balances are monitored on an ongoing basis with the result that the
Group’s exposure to bad debts is not significant. In the event that a loan defaults, the Group’s policy is to purchase and operate the store as
a corporate store.

The credit quality of trade receivables and loans neither past due nor impaired has been assessed as high based on information on counterparty
and historical counter party default. The carrying value of the Groups trade, other receivables and loans are denominated in Australian dollars,
NZ dollars, Japanese Yen and Euros.

EXPOSURE
The Group’s maximum credit exposure to current receivables, finance advances and loans are shown below:

2019 2018
$’000 $’000

ANZ 74,985 64,577

Europe 53,915 45,311

Japan 30,470 54,925

Total 159,370 164,813

CREDIT RISK MANAGEMENT: FINANCIAL INSTRUMENTS AND CASH DEPOSITS


Credit risk from balances with banks and financial institutions is managed by the Group in accordance with the Board-approved policy.
Investments of surplus funds are made only with approved counterparties.

The carrying amount of financial assets represents the maximum credit exposure. There is also exposure to credit risk when the Group
provides a guarantee to another party. Details of contingent liabilities are disclosed in note 27. There are no significant concentrations of
credit risk within the Group.

0156 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

GROUP STRUCTURE
Group structure explains aspects of the Group structure and how changes have affected the financial position and performance of the Group.

23 SUBSIDIARIES
Details of the Company’s subsidiaries at 30 June 2019 are as follows:

PROPORTION
PLACE OF OF OWNERSHIP
INCORPORATION FUNCTIONAL AND VOTING
AND OPERATION CURRENCY POWER HELD

2019 2018
NAME OF ENTITY % %

Domino’s Development Fund Pty Ltd (i) Australia AUD 100 100

Hot Cell Pty Ltd(i) Australia AUD 100 100

Silvio’s Dial-a-Pizza Pty Ltd(i) Australia AUD 100 100

IPG Marketing Solutions Pty Ltd(i) Australia AUD 100 100

Catering Service & Supply Pty Ltd(i) Australia AUD 100 100

Domino’s Pizza Enterprises Ltd Employee Share Trust Australia AUD 100 100

Construction, Supply & Service Pty Ltd (i) Australia AUD 100 100

Ride Sports ANZ Pty Ltd(i) Australia AUD 100 100

Domino’s Pizza New Zealand Limited New Zealand NZD 100 100

DPH NZ Holdings Limited New Zealand NZD 100 100

Domino’s Pizza Japan, Inc. Japan JPY 100 100

Domino’s Pizza Europe B.V. The Netherlands EUR 100 100

Domino’s Pizza Netherlands B.V. The Netherlands EUR 100 100

DOPI Vastgoed B.V. The Netherlands EUR 100 100

Domino’s Pizza Geo B.V. The Netherlands EUR 100 100

Domino’s Pizza WOW Group B.V The Netherlands EUR 50 50

N4N B.V. The Netherlands EUR 50 -

Domino’s Pizza Belgium S.P.R.L Belgium EUR 100 100

Daytona Holdco Limited (UK) UK EUR 100 100

Daytona JV Limited (UK) UK EUR 67 67

Ausmark Holdco Limited UK EUR 100 -

Ausmark ApS Denmark DKK 100 -

0157 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

23 SUBSIDIARIES (Continued)
PROPORTION
PLACE OF OF OWNERSHIP
INCORPORATION FUNCTIONAL AND VOTING
AND OPERATION CURRENCY POWER HELD

2019 2018
NAME OF ENTITY % %

Daytona Germany HRB Germany EUR 67 67

Agentur fur Wertbung und Etatverwaltung GmbH (ii) Germany EUR - 67

Domino’s Pizza Deutschland GmbH (previously Joey’s Pizza International GmbH) Germany EUR 67 67

Hallo Pizza Hamburg GmbH(ii) Germany EUR - 67

Hallo Pizza GmbH Germany EUR 67 67

Chrisa Handelsgesellschaft GmbH(iii) Germany EUR - 67

Hallo Pizza Nord GmbH (iv)


Germany EUR - 67

DPEU Holdings S.A.S. France EUR 100 100

Domino’s Pizza France S.A.S. France EUR 100 100

HVM Pizza S.A.R.L. France EUR 100 100

Fra-Ma-Pizz S.A.S. France EUR 100 100

Double Six S.A.S. France EUR 100 100

Pizza Centre France S.A.S. France EUR 100 100

Groupe AVB S.A.S. France EUR 100 -

AVB2 S.A.R.L. France EUR 100 -

AVB Services S.A.R.L. France EUR 100 -

AVB3 S.A.R.L. France EUR 100 -

AVB4 S.A.R.L. France EUR 100 -

AVB5 S.A.R.L. France EUR 100 -

(i) This entity is a member of the tax-consolidated group where Domino’s Pizza Enterprises Limited is the head entity within the tax-
consolidated group.

(ii) Entities have been legally merged into Domino’s Pizza Deutschland GmbH

(iii) Entities have been legally merged into Hallo Pizza GmbH.

(iv) Entities have been liquidated.

0158 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

24 PARENT ENTITY INFORMATION


PARENT ENTITIES
The parent entity and the ultimate parent entity in the Consolidated entity is Domino’s Pizza Enterprises Limited.

FINANCIAL POSITION
2019 2018
$’000 $’000
Assets
Current assets 46,203 63,914
Non-current assets 678,589 627,416
Total assets 724,792 691,330
Liabilities
Current liabilities 73,290 59,599
Non-current liabilities 467,066 439,113
Total liabilities 540,356 498,712

Equity

Issued capital 206,218 192,808


Retained earnings 57,170 74,833
Reserves
Equity-settled share-based benefits (76,509) (73,545)
Hedging (2,443) (1,478)
Total equity 184,436 192,618

FINANCIAL PERFORMANCE
Profit for the year 86,156 86,610
Other comprehensive income (966) 1,346
Total comprehensive income 85,190 87,956

TAX CONSOLIDATED GROUP


The Company and all its wholly-owned Australian resident entities are part of a tax consolidated group under Australian taxation law. Domino’s
Pizza Enterprises Limited is the head entity in the tax-consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets
arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of
the members of the tax-consolidated group using the ‘separate taxpayer within group approach’ by reference to the carrying amounts in
the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets and
deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised by
the Company (as head entity in the tax-consolidated group).
The entities in the tax-consolidated group have not entered into a tax sharing agreement or tax funding agreement. Income tax liabilities payable
to the tax authorities in respect of the tax-consolidated group are recognised in the financial statements of the parent entity.

A tax-consolidated group was formed with effect from 1 July 2003 and is therefore taxed as a single entity from that date. The head entity
within the tax-consolidated group is Domino’s Pizza Enterprises Limited. The members of the tax-consolidated group are identified at note 23.

CONTINGENT LIABILITIES OF THE PARENT ENTITY


Guarantees are provided to third party financial institutions in relation to franchisee loans. The amount disclosed as a contingent liability
represents the amounts guaranteed in respect of franchisees that would not, without the guarantee, have been granted the loans. The directors
believe that if the guarantees are ever called on, the Company will be able to recover the amounts paid upon disposal of the stores. Refer to
note 27 for further information regarding the contingent liabilities of the parent entity.

0159 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

25 INVESTMENT IN JOINT VENTURE


RECOGNITION AND MEASUREMENT
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint
arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant
activities require unanimous consent of the parties sharing control.

The results, assets and liabilities of the joint ventures are incorporated in these consolidated financial statements using the equity method of
accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with
AASB 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an investment in a joint venture is initially
recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or
loss and other comprehensive income of the joint venture. When the Group’s share of losses of a joint venture exceeds the Group’s interest
in that joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint venture),
the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred
legal or constructive obligations or made payments on behalf of the joint venture.

An investment in a joint venture is accounted for using the equity method from the date on which the investee becomes a joint venture. On
acquisition of the investment in a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the
identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any
excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment,
is recognised immediately in profit or loss in the period in which the investment is acquired.

The requirements of AASB 9 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s
investment in a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in
accordance with AASB 136 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with
its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment
loss is recognised in accordance with AASB 136 to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date when the investment ceases to be a joint venture, or when the investment
is classified as held for sale. When the Group retains an interest in the former joint venture and the retained interest is a financial asset, the
Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance
with AASB 9. The difference between the carrying amount of the joint venture at the date the equity method was discontinued, and the fair
value of any retained interest and any proceeds from disposing of a part interest in the joint venture is included in the determination of the
gain or loss on disposal of the joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive
income in relation to that joint venture on the same basis as would be required if that joint venture had directly disposed of the related assets or
liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that joint venture would be reclassified to profit
or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification
adjustment) when the equity method is discontinued.

The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment
in a joint venture becomes an investment in an associate. There is no remeasurement to fair value upon such changes in ownership interests.

When the Group reduces its ownership interest in a joint venture but the Group continues to use the equity method, the Group reclassifies to
profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction
in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

When a Group transacts with a joint venture of the group, profits and losses resulting from the transactions with the joint venture are recognised
in the Group’s consolidated financial statements only to the extent of interests in the joint venture that are not related to the Group.

On 24 November 2014, the Group acquired 50% equity of a joint venture called Stuart Preston Pty Ltd as Trustee for the Preston Holdings
Family Trust / Hot Cell Pty Ltd Partnership. On 30 March 2015, the Group acquired 50% equity of a joint venture called Triumphant Pizza Pty
Ltd / Hot Cell Partnership.

On 4 April 2016, the Group acquired 50% equity of a joint venture called Northern Beaches Enterprises Pty Ltd as trustee for the Northern
Beaches Trust/ Hot Cell Pty Ltd Partnership.

As per February 3, 2017 Domino’s Pizza Netherlands B.V. entered into a joint venture named Domino’s Pizza GEO B.V. with a franchisee, Mr.
Steenks (50% each). Upon establishing this joint venture a total of three corporate stores previously owned by Domino’s and two stores owned
by the franchisee were transferred to the legal entity.

0160 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

UNRECOGNISED ITEMS
Unrecognised items provides information about items that are not recognised in the financial statements but could potentially have a significant
impact on the Group’s financial position and performance.

26 COMMITMENTS
RECOGNITION AND MEASUREMENT

OPERATING LEASES
Operating leases relate to both property leases with lease terms of between five and ten years, the majority of which have an option to renew
for a further five-year period, and motor vehicles with lease terms of three years. All store related operating lease contracts contain market
review clauses in the event that the Group exercises its options to renew. The Group does not have an option to purchase the leased asset
at the expiry of the lease period.

OPERATING LEASES COMMITMENTS


2019 2018
$’000 $’000

Not longer than 1 year 98,619 80,248

Longer than 1 year and not longer than 5 years 221,823 189,835

Longer than 5 years 103,472 78,631

Total 423,914 348,714

The operating lease commitments above include leases of franchised stores under sublease arrangements representing a future payment
and future receivable to the Group. Future lease payments receivable under sub-leases as end of the financial year are as follows:

2019 2018
$’000 $’000

Not longer than 1 year 44,220 42,835

Longer than 1 year and not longer than 5 years 98,031 104,878

Longer than 5 years 29,291 31,117

Total 171,542 178,830

0161 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

26 COMMITMENTS (Continued)

In respect of non-cancellable operating leases the following liabilities have been recognised:

2019 2018
NOTE $’000 $’000

Current

Make good 12 187 183

Non-current

Straight-line leasing 12 126 205

Make good 12 1,749 1,708

Total 2,062 2,096

FINANCE LEASES

FAIR VALUE
The fair value of the finance lease liabilities is approximately equal to their carrying amount.

FINANCE LEASE COMMITMENTS


PRESENT VALUE OF MINIMUM
FUTURE LEASE PAYMENTS

2019 2018
$’000 $’000

No later than 1 year 5,373 3,700

Later than 1 year and not later than 5 years 11,259 9,436

Minimum lease payments (i)


16,632 13,136

Less future finance charges - -

Present value of minimum lease payments 16,632 13,136

Included in the financial statements as:

Current borrowings 5,373 3,700

Non-current borrowings 11,259 9,436

Total finance lease commitments 16,632 13,136

(i) Minimum future lease payments include the aggregate of all lease payments and any guaranteed residual value.

CAPITAL EXPENDITURE COMMITMENTS


2019 2018
$’000 $’000

Plant and equipment 5,817 1,760

Total 5,817 1,760

0162 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

27 CONTINGENT LIABILITIES
RECOGNITION AND MEASUREMENT
Contingent liabilities acquired in a business combination are initially measured at fair value at the date of acquisition. At subsequent reporting
periods, such contingent liabilities are measured at the higher of the amount that would be recognised in accordance with AASB 137 ‘Provisions,
Contingent Liabilities and Contingent Assets’ and the amount initially recognised less cumulative amortisation.

2019 2018
$’000 $’000

Guarantees - franchisee loans and leases 10,470 7,622

Total 10,470 7,622

Included above are guarantees provided to third party financial institutions in relation to franchisee loans. This is a contingent liability
representing the amounts guaranteed in respect of franchisees that would not, without the guarantee, have been granted the loans.
The directors believe that if the guarantees are ever called on, the Company will be able to recover the amounts paid upon disposal of the stores.
Included in the above are contingent liabilities of the parent entity of $4,703 thousand.

ESTIMATES AND JUDGEMENTS

LEGAL AND REGULATORY MATTERS


The Group operates in a number of jurisdictions with different regulatory and legal requirements. Given this complexity, management is at
times required to exercise judgement in evaluating compliance with relevant laws and regulations.

SPEED RABBIT PIZZA


There are various separate French legal proceedings by a competitor, Speed Rabbit Pizza (SRP) against subsidiary, Domino’s Pizza France
(DPF) (the main claim) and seven SRP franchisees against DPF and the relevant DPF franchisees (the local claims). The allegations are that
DPF and its franchisees breached French laws governing payment time limitations and lending, thereby giving DPF and its franchisees an
unfair competitive advantage. SRP claimed significant damages for impediment of the development of its franchise network, lost royalty
income from SRP franchisees and harm to SRP’s image. DPF and its franchisees denied liability and vigorously defended the claims. On 7 July
2014 the Court handed down its decision in the main claim, as well as in five of the local claims. All of the claims of SRP and the relevant SRP
franchisees were dismissed.

SRP filed an appeal to these decisions in the Court of Appeal, which dismissed the appeal of SRP in the main claim on 25 October 2017 and the
appeal of SRP and/or SRP franchisees in five local claims on 12 December 2018. SRP has filed an appeal from the decision in the main claim and
in 2 local claims to the Cour de Cassation. It is not yet clear when a decision will be handed down by the Cour de Cassation in the main claim,
but it is expected to be by the end of 2019. For the sixth local claim, the Court found in favour of DPF at first instance in September 2016, and
SRP filed an appeal from this decision to the Court of Appeal. On 30 January 2018, the Court of Appeal dismissed the appeal of SRP in the
sixth local claim. The two SRP franchisees have filed an appeal from that decision to the Cour de Cassation. The seventh local claim has yet
to be heard by the Court at first instance.

DPE denies all claims made and is vigorously defending the proceedings brought against it. DPE is confident of its legal and commercial position.
Accordingly, no provision has been recognised as at 30 June 2019.

0163 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

27 CONTINGENT LIABILITIES (Continued)

PIZZA SPRINT
In May 2016, proceedings were brought against Fra-Ma Pizz SAS and Pizza Center France SAS, the Pizza Sprint entities, by a number of former
and current franchisees whom allege a significant imbalance in the rights and obligations by the franchisor. The alleged practices predated
the acquisition of Pizza Sprint by the company, accordingly during the re-measurement period the company has adjusted the purchase price
accounting to recognise a contingent liability and asset in relation to the above matter. A number of the claims by franchisees have been
settled on a commercial basis.

The French Ministry for the Economy and Finance has also brought proceedings involving the same facts against Fra-Ma Pizza SAS, Pizza Center
France SAS and Domino’s Pizza France SAS. The claims are being defended. The franchisees have sought to have their proceedings joined to
the proceedings brought by the Ministry, which DPF, Fra-Ma-Pizz SAS and Pizza Center France SAS have opposed. The decision handed down
on this matter on 15 February 2018 has rejected this claim.

Hearing of the claims at the first instance has taken place on 24 June 2019 for all the Pizza Sprint proceedings (brought by the former and
current franchisees and by the French Ministry for the Economy and Finance). Decisions will be handed down on 1 October 2019.

PRECISION TRACKING
During the current period DPE has settled its dispute with Precision Tracking Pty Ltd, Delivery Command Pty Ltd and the three directors of
these two companies, agreeing to discontinue against each other their general respective claims. Therefore, this matter is no longer considered
a contingent matter.

CLASS ACTION
On 25 June 2019, Riley Gall, as the representative Applicant, commenced a representative proceeding (class action) against the Company in
the Federal Court of Australia on behalf of Australian franchisee employees who were employed as delivery drivers or in-store workers between
24 June 2013 and 23 January 2018. The Company was formally served with the proceeding on 1 July 2019.

The statement of claim alleges, amongst other things, that Domino’s misled its franchisees by advising them to pay delivery drivers and in-
store workers under a series of industrial instruments and not the Fast Food Industry Award 2010. The statement of claim does not quantify
the damages the claimants will seek in the proceedings for all or any part of the claim period.

The Company rejects the allegation and intends to defend the action.

At this early stage of the proceedings, the Company is unable to determine any possible obligation or financial impact of this matter.

GENERAL CONTINGENCIES
As a global business, from time to time DPE is also subject to various claims and litigation from third parties during the ordinary course of its
business. The directors of DPE have considered such matters which are or may be subject to claims or litigation at 30 June 2019 and unless
specific provisions have been made are of the opinion that no material contingent liability for such claims of litigation exist. The group had no
other material contingent assets or liabilities.

28 SUBSEQUENT EVENTS
On 20 August 2019, the directors declared a final dividend for the financial year ended 30 June 2019 as set out in note 16.

Other than the above, there has been no further matters or circumstance occurring subsequent to the end of the financial year that has
significantly affected, the operations of the Group, the results of those operations, or the state of affairs.

0164 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

OTHER INFORMATION
29 RETIREMENT BENEFIT PLANS
RECOGNITION AND MEASUREMENT
Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling
them to the contributions.

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial
valuations being carried out at the end of each annual reporting period. Re-measurement, comprising actuarial gains and losses, the effect
of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the statement
of financial position with a charge or credit recognised in other comprehensive income in the period in which they occur. Re-measurement
recognised in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Past
service cost is recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the
beginning of the period to the net defined benefit liability or asset.

Defined benefit costs are categorised as follows:

• Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);
• Net interest expense or income; and
• Re-measurement
The Group presents the first two components of defined benefit costs in profit or loss in the line item employee benefits expense. Curtailment
gains and losses are accounted for as past service costs.

The retirement benefit obligation recognised in the consolidated statement of financial position represents the actual deficit or surplus in the
Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available.

ESTIMATES AND JUDGEMENTS

DISCOUNT RATE USED TO DETERMINE THE CARRYING AMOUNT OF THE GROUP’S DEFINED BENEFIT OBLIGATION
The Group’s defined benefit obligation is discounted at a rate set by reference to market yields at the end of the reporting period on high quality
corporate bonds. Significant judgement is required when setting the criteria for bonds to be included in the population from which the yield
curve is derived. The most significant criteria considered for the selection of bonds include the issue size of the corporate bonds, quality of
the bonds and the identification of outliers which are excluded.

DEFINED BENEFIT PLANS - DOMINO’S PIZZA JAPAN, INC.


The Group operates an unfunded retirement benefit plan where a lump-sum amount is paid out to eligible full-time employees of Domino’s
Pizza Japan with more than three years of service as of retirement.

The lump-sum amount is calculated as monthly salary as of retirement multiplied by a multiple. The multiple is based on years of service up
to a maximum of 41 years and whether retirement is voluntary or involuntary.

The plan typically exposes the Group to actuarial risks such as: interest rate risk, retention risk and salary risk which impacts the plan as follows:

• Interest rate risk: A decrease in the bond interest rate in Japan will increase the plan liability by reducing the discount rate;
• Retention risk: The present value of the defined benefit plan liability is calculated by reference to the expected length of service of full-time
staff. As such, an increase in the length of service above the expected length will increase the plan’s liability; and
• Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As
such, an increase in the salary of the plan participants will increase the plan’s liability.

0165 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

29 RETIREMENT BENEFIT PLANS (Continued)

The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at 30 June 2019
by Mr. K. Takeda, Certified Pension Actuary.

The principal assumptions used for the purposes of the actuarial valuations were as follows:

2019 2018

Discount rate (0.11%) 0.09%

Expected rate of salary increase 2.59% 2.59%

Number of employees 467 469

Average service years 4.9 yrs 4.7 yrs

Expected service years 5.2 yrs 5.1 yrs

Amounts recognised in other comprehensive income in respect of these defined benefit plans are as follows:

2019 2018
$’000 $’000

Service cost:

Current service cost 929 868

Net interest expense 6 9

Components of defined benefit costs recognised in profit or loss 935 877

Remeasurement of the net defined benefit liability:

Actuarial gain recognised in the period 68 116

Components of defined benefit costs recognised in other comprehensive income 68 116

Total 1,003 993

Of the expense for the year, an amount of $935 thousand has been included in profit or loss as administration expenses. (2018: $877 thousand).

Movements in the present value of the defined benefit obligation in the current year were as follows:

2019 2018
$’000 $’000

Opening defined benefit obligation 6,418 5,681

Current service cost 929 868

Net interest expense 6 9

Remeasurements (gains)/losses:

Actuarial gains and losses arising from changes in financial assumptions 68 116

Benefits paid (512) (576)

Exchange differences of foreign plans 558 320

Closing defined benefit obligation 7,467 6,418

The Group expects to make a contribution of $1.1 million (2018: $945 thousand) to the defined benefit plans during the next financial year.

0166 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

30 KEY MANAGEMENT PERSONNEL COMPENSATION


2019 2018
$ $

Short-term employee benefits 6,596,060 6,200,352


Post-employment benefits 223,685 183,978
Other long-term employee benefits 107,170 53,959
Equity settled share-based payments 926,209 1,151,207
Total 7,853,124 7,589,496

The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of
individuals and market trends.

During the year independent remuneration consultants were engaged by the Remuneration Committee to ensure that the reward practices
and levels of remuneration for KMPs are consistent with market practice. A statement of recommendation from the remuneration consultants
has been received for the 2019 financial year. Payment of $118,450 (2018: $52,371) has been made to the remuneration consultant for the
remuneration advisory services provided on the remuneration recommendation. No other advice has been provided by the remuneration
consultant for the financial year.

In order to ensure that the remuneration recommendation would be free from undue influence by members of the key management personnel
to whom the recommendation relates to, the board has ensured that the remuneration consultant is not a related party to any member of the
key management personnel. As such, the Board is satisfied that the remuneration recommendation was made free from undue influence by
the member or members of the key management personnel to whom the recommendation relates.

31 RELATED PARTY TRANSACTIONS


EQUITY INTEREST IN SUBSIDIARIES
Details of the percentage of ordinary shares held in subsidiaries are disclosed in note 23 to the financial statements.

EQUITY INTERESTS IN OTHER RELATED PARTIES


There are no equity interests in other related parties.

TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL

KEY MANAGEMENT PERSONNEL COMPENSATION


Details of key management personnel compensation are disclosed in note 30 to the financial statements.

LOANS TO KEY MANAGEMENT PERSONNEL


There were no loans outstanding at any time during the financial year to key management personnel or to their related parties.

All executive share options issued to the directors and key management personnel were made in accordance with the provisions of the ESOP.
Each share option converts on exercise to one ordinary share of Domino’s Pizza Enterprises Limited. No amounts are paid or payable by the
recipient on receipt of the option.

Further details of the ESOP are contained in note 18 to the financial statements.

OTHER TRANSACTIONS WITH DIRECTORS OF THE GROUP


During the year the Group engaged the services of Mr Michael Cowin, a related party of Mr Jack Cowin, as a Board Member of DPE Japan Co.
Ltd. The services rendered were based on market rates for such services and were due and payable under normal payment terms. A total of
$50,000, excluding GST, was paid or payable to Mr Michael Cowin during the year ended 30 June 2019.

0167 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

31 RELATED PARTY TRANSACTIONS (Continued)

TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL OF DOMINO’S PIZZA ENTERPRISES LIMITED


Comgroup Supplies Pty Ltd, an entity associated with Mr Jack Cowin, supplies food products to the Group on commercial arm’s length terms.
Comgroup was selected as a preferred supplier after a competitive tender process in which Mr Cowin had no involvement. During the year, the
Group made purchases totalling $76,941. As at 30 June 2019, $76,941 was outstanding and there were no bad or doubtful debts.

During the financial year, key management personnel and their related parties purchased goods, which were domestic or trivial in nature, from
the Company on the same terms and conditions available to employees and customers.

TRANSACTIONS WITH OTHER RELATED PARTIES


Other related parties include:

• associates;
• directors of related parties and their director-related entities; and
• other related parties.

TRANSACTIONS WITHIN THE GROUP


The Group includes the ultimate parent entity of the Group and its controlled entities.

The wholly-owned Australian entities within the Group are taxed as a single entity effective from 1 July 2003. The entities in the tax-consolidated
group have not entered into a tax sharing agreement or tax funding agreement. Income tax liabilities payable to the taxation authorities in respect
of the tax-consolidated group are recognised in the financial statements of the parent entity. Refer to note 23 to the financial statements for
members of the tax-consolidated group.

The Company provided accounting, marketing, legal and administration services to entities in the wholly-owned group during the financial
year. The Company also paid costs on behalf of entities in the wholly-owned group and subsequently on-charged these amounts to them.

During the year the Company extended or had in place loans to Joint Venture partnerships of which the Group has a 50% interest. The balance
of these loans as at 30 June 2019 is $9.4 million and interest is charged based on commercial rates and terms.

During the financial year, Domino’s Pizza New Zealand Limited provided management, franchisee and store development services to the
Company. Domino’s Pizza New Zealand Limited also collected debtor receipts on behalf of the Company.

During the financial year, services were provided between entities in the group in accordance with the relevant Service Agreements.
All transaction were at arm’s length.

0168 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

32 REMUNERATION OF AUDITORS
The auditor of Domino’s Pizza Enterprises Limited is Deloitte Touche Tohmatsu.

2019 2018
GROUP AUDITOR(I) $ $

Audit of the parent company 519,976 460,626

Audit of subsidiaries and other entities 843,252 753,389

Total audit services 1,363,228 1,214,015

Other assurance related services(ii) 173,694 328,852

Total assurance services 173,694 328,852

Taxation services(iii) 31,335 94,501

Other non-audit services(iv) 893,500 872,306

Total other services 924,835 966,807

Total Group auditor’s remuneration 2,461,757 2,509,674

(i) All amounts were paid to Deloitte Touche Tohmatsu by the Company and its subsidiaries. Fees are billed in local currencies and converted
into AUD at average rates. The auditor of the parent entity is Deloitte Touche Tohmatsu Australia.

(ii) Other assurance services relate principally to the Domino’s Franchisee Wage Supervision Framework review and compliance activities
payable to the parent company auditor.

(iii) Taxation services relate to tax compliance services and tax advisory services relating to acquisitions paid to related overseas practices
of the parent company auditor.

(iv) Other non-audit services relate principally to digital advisory services payable to the parent company auditor.

33 OTHER ITEMS
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS
In the current year, the Group has applied a number of amendments to Australian accounting standards and new interpretations issued by
the Australian Accounting Standards Board (‘AASB’) that are mandatorily effective for an accounting period that begins on or after 02 July
2018 and therefore relevant for the current year end.

STANDARDS AFFECTING PRESENTATION AND DISCLOSURE

AASB15 Revenue from Contracts with Customers


The Group has adopted AASB 15 Revenue from Contracts with Customers (AASB 15) from 02 July 2018, which supersedes AASB 118 Revenue
(AASB 118). AASB 15 is based on the principle that revenue is recognised when control of a good or service transfers to a customer. See below
the details of the impact of the Group’s revenue streams for the adoption of AASB 15.

Impact of Adoption
As the Group has adopted the modified transitional approach to implementation and the new standard has therefore been applied only to
contracts that remain in force at 02 July 2018. A transition adjustment has been recognised in retained earnings on transition at 02 July 2018
without adjustment to comparatives.

0169 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

33 OTHER ITEMS (Continued)

The impact on the Group’s retained earnings as at 02 July 2018 is as follows:


$,000
Retained earnings as at 01 July 2018 191,227
Recognition of contract liability for franchise initial fees (20,151)
Adjustment in recognition of deferred tax 6,196
Adjustment to retained earnings for adoption of AASB 15 (13,955)
Opening retained earnings at 02 July 2018 177,272

Set out below are the amounts by which each financial statement line item is affected as at and for the year ended 30 June 2019 as a result
of the adoption of AASB 15. The adoptions of AASB 15 did not have a material impact on profit, or OCI or the Group’s operating, investing and
financing cash flows. The first column shows amounts prepared under AASB 118, had AASB 15 not been adopted and the second column
shows the amount under AASB 15, which the Group has adopted.

Consolidated Statement of Profit or Loss and Other Comprehensive Income (Extract)


PREPARED PREPARED
UNDER UNDER
AASB 118 AASB 15 IMPACT
$’000 $’000 $’000
Revenue 1,318,223 1,435,410 117,187
Employee benefits expense (284,693) (292,439) (7,746)
Marketing expenses (42,981) (150,999) (108,018)
Profit before tax 157,990 159,413 1,423
Income tax expense (44,599) (45,034) (435)
Profit for the period from continuing operations 113,391 114,379 988

Consolidated Statement of Financial Position (Extract)


PREPARED PREPARED
UNDER UNDER
AASB 118 AASB 15 IMPACT
$’000 $’000 $’000
Current assets 265,307 265,307 -

Non-current assets 1,173,106 1,173,106 -


Total assets 1,438,413 1,438,413 -
Current liabilities
Contract liabilities - 3,051 3,051
Total current liabilities 243,421 246,472 3,051
Non-current liabilities
Contract liabilities - 15,645 15,645
Deferred tax liabilities 65,872 60,088 (5,784)
Total non-current liabilities 836,073 845,934 9,861
Total liabilities 1,079,494 1,092,406 12,912
Net assets 358,919 346,007 (12,912)
Equity
Reserves (57,325) (57,271) 54
Retained earnings 210,026 197,060 (12,966)
Total equity 358,919 346,007 (12,912)

0170 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

33 OTHER ITEMS (Continued)


Impact of Adoption on Revenue Streams
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third
parties. The Group recognises revenue from the following significant sources:

SALE OF GOODS
In the previous reporting period, revenue from the sale of good was recognised when the Group had transferred to the buyer the significant
risk and rewards of ownership. In applying AASB 15, revenue associated with the sale of goods is recognised when the performance obligation
of the sale has been made and control of the goods has been transferred to the customer. Therefore, the adoption of AASB 15 has not had a
material impact on the revenue recognition in relation to the sale of goods.

SERVICE REVENUE
The Group provides services to franchisees and other third parties which are carried out under the instructions of the customer. Prior to the
adoption of AASB 15, revenue from the provision of services was recognised when the services were rendered and based on reference to the
stage of completion of the contract. In adoption AASB 15, no adjustments have been made to when the Group recognises revenue relating
the rendering of services as the Group recognises revenue over the period in which the services are being rendered.

FRANCHISE ROYALTIES
Franchise agreements entitle the contracted party to access the Domino’s name and associated intellectual property (the ‘franchise right’) in
exchange for fees. The majority of this fee is based on a percentage of the applicable franchisee’s stores sales. Continuing sale-based royalties
represent substantial majority of the consideration the Group receives under the Group’s franchise agreements. Continuing sale-based royalties
are generally invoiced and paid on a weekly basis and were recognised as the related sale occurred. The timing and the amount of revenue
recognised relating to continuing sales-based royalties were not impacted by the adoption of AASB 15 on the basis that the recognition of the
sales-based royalty continues to be recognised when the related franchisee sales occur as this reasonably depicts the Group’s performance
toward the complete satisfaction of the franchise license performance obligation to which the sales-based royalty has been allocated.

The Group’s franchise agreements also typically include certain less significant, one-off fees. These fees include initial fees paid upon executing
a franchise agreement, renewal of the term of the franchise right and fees paid in the event the franchise agreement is transferred to another
franchisee (collectively termed initial fees). Under AASB 118 revenue relating to initial fees were recognised when the related upfront services
were provided. Upon adoption of AASB 15, the Group has determined that the initial fees are highly interrelated with the franchise right and are
not individually distinct from the ongoing services provided to franchisees. As a result, upon adoption of AASB 15, initial fees are recognised
over the term of each respective franchise agreement. Revenue from these initial franchise fees are recognised on straight-line basis, which
is consistent with the franchisee’s right to use and benefit from the intellectual property. This resulted in an increase in revenue of $1,423
thousand, recognition of contract liabilities of $18,696 thousand and deferred tax asset of $5,784 thousand. An opening retained earnings
adjustment of $17 thousand was recognised by Non-Controlling Interests on adoption of AASB 15.

NATIONAL ADVERTISING FUNDS


The Group receives an additional franchise fee that is based on a percentage of gross revenue of the franchisee. The fees are to be used on
advertising activities that will benefit the brand, franchisees and Group. With the adoption of AASB 15, the Group has determined that it is not
a separate performance obligation from the franchise right and therefore the services are bundled as a single distinct performance obligation.
Because the fee is also a sales-based royalty, revenue is received in relation to the advertising fund is recognised when the related franchisee
sales occur. National advertising fund expenses are recognised as incurred. This has resulted in a gross up in the amount reported of revenue
of $115,764 thousand, employee benefit expense of $7,746 thousand and marketing expenses of $108,018 thousand, however, the impact
is generally expected to be an offsetting increase to both revenue and expenses such that the impact on income from operations and net
income is not expected to be material.

AASB 9 Financial Instruments


AASB 9 Financial Instruments (‘AASB 9’) replaces AASB 139 Financial Instruments: Recognition and Measurements (‘AASB 139’) for annual
period beginning on or after 01 January 2018, bringing together all three aspects of the accounting for financial instruments: classification and
measurement; impairment; and hedge accounting.

IMPACT OF ADOPTION
The Group adopted AASB 9 on 02 July 2018, which resulted in changes in accounting policies. Amounts recognised in the financial statements
as at this date did not require any material adjustments on application of the new accounting policies. The standard replaced the provisions of
AASB 139 that relate to the recognition, classification and measurement of financial assets and financial liabilities; derecognition of financial
instruments; impairment of financial assets; and hedge accounting.

0171 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

33 OTHER ITEMS (Continued)


For transition, the Group has elected to apply the limited exemption in AASB 9 relating to the classification, measurement and impairment
requirements for financial assets and accordingly has not restated comparative periods.

The Group applies the new forward-looking expected credit loss (ECL) model required by AASB 9, using the simplified approach for its trade
receivables portfolio review and the general approach for all other financial assets as required by the standard. There was an insignificant
impact on transition to AASB 9 on the Group’s opening balances as at 02 July 2018.

CLASSIFICATION AND MEASUREMENT


On 01 July 2018, the Group assessed the classification of its financial assets on the basis of the contractual terms of their cash flows and the
business model by which they are managed. All of the Group’s financial assets were previously classified as loans and receivables or held to
maturity and were reclassified to held at amortised cost on transition date.

DERIVATIVES AND HEDGING ACTIVITIES


The Group’s risk management strategies and associated hedge documentation have been aligned with the requirements of AASB 9 and existing
hedging relationships under AASB 139 have been treated as continuing hedges.

IMPAIRMENT OF FINANCIAL ASSETS


The Group implemented the new forward-looking expected credit loss model which is required for certain financial instruments. The simplified
approach was used for the trade receivables portfolio and the general approach used for franchisee loans. There was an insignificant impact
on application of the expected credit loss model.

CLASSIFICATION AND MEASUREMENT OF FINANCIAL ASSETS


The Group classifies its financial assets into the following categories: those to be measured subsequently at fair value (either through other
comprehensive income (FVOCI) or through profit or loss (FVPL)) and those to be held at amortised cost. Refer to note 20 regarding classification
of financial assets. The adoption of AASB 9 did not have a material impact on classification.

Financial Assets Original (AASB 139) New (AASB 9)


Trade and other receivables Loans and receivables Amortised cost
Loans receivable Loans and receivables Amortised cost
Financial guarantee contracts Loans and receivables Amortised cost
Deposits Loans and receivables Amortised cost
Forward exchange contracts Other FVOCI
Financial liabilities Original (AASB 139) New (AASB 9)
Trade and other payables Amortised cost Amortised cost
Other financial liabilities Amortised cost Amortised cost
Rent incentive liability Amortised cost Amortised cost
Bank loans Amortised cost Amortised cost
Loans from other entities Other Amortised cost
Finance lease liability Other Amortised cost
Market access right Other FVOCI
Put-option liability Other FVOCI
Contingent consideration Other FVPL
Deferred consideration Other FVPL
Interest rates swaps Other Derivative financial instrument
Foreign exchange contracts Other Derivative financial instrument

0172 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

33 OTHER ITEMS (Continued)


Classification depends on the business model for managing the financial assets and the contractual terms of the cash flows. Management
determines the classification of financial assets at initial recognition. Generally, the Group does not acquire financial assets for the purpose
of selling in the short-term. When the Group enters into derivative contracts, these transactions are designed to reduce exposures relating
to assets and liabilities, firm commitments or anticipated transactions.

AASB 2016-5 Amendments to Australian Accounting Standards - Classification and Measurement


of Share-based Payment Transactions
Amends AASB 2 Share Based Payments to clarify how to account for certain types of share-based payment transactions. The amendments
provide requirements on the accounting for:

• The effect of vesting and non-vesting conditions on the measurement of cash-settled share-based payments
• Share-based payment transactions with a net settlement feature for withholding tax obligations
• A modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash settled
to equity settled.

AASB 2017-1 Amendments to Australian Accounting Standards - Transfers of Investments Property,


Annual Improvements 2014-2016 Cycle and Other Amendments
The amendments clarify certain requirements in:

• AASB 1 First-time Adoption of Australian Accounting Standards - deletion of exemptions for first-time adopters and addition of an exemption
arising from AASB Interpretation 22 Foreign Currency Transactions and Advance Consideration
• AASB 12 Disclosure of Interests in Other Entities - clarification of scope
• AASB 128 Investment in Associates and Joint Ventures - measuring an associate or joint venture at fair value
• AASB 140 Investment Property - change in use.
The adoption of these amendments did not have any impact on the amounts recognised in prior periods and will also not affect the current
or future periods.

NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED


Certain new accounting standards and interpretations have been published that are not mandatory for 02 July 2018 reporting periods and
have not been early adopted by the group. The group’s assessment of the impact of these new standards and interpretations is set out below.

AASB 16 Leases
AASB 16 Leases specifies how to recognise, measure and disclosure leases. It will result in almost all leases being recognised on the balance
sheet, as the distinction between operating and finance leases has been removed. Under the new standard, an asset (the right to use the
leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases. The accounting
for lessors will not significantly change.

IMPACT

AASB 16 will require the recognition of a right of use asset and a lease liability based on the discounted value of committed lease payments as
lessee. These lease payments are currently expensed within occupancy expenses, will be replaced by the straight-line depreciation expense
of the right of use asset and will reduce the lease liability. As the lease liability will be carried at present value, an interest expense will arise over
the duration of the lease term. The principal component of lease payments will be classified in the statement of cash flows from operating to
financing activities. In assessing the adoption of AASB 16, the Group has made certain assumptions and judgements in relation to economic
conditions including but not limited to borrowing rates, composition of lease portfolio and likely exercise of renewal options that may cause
the actual output to differ from that concluded at 30 June 2019.

Domino’s occupied-operated properties


Leasehold properties occupied by the Group are primarily Group operated Domino’s branded stores, warehouse and offices. For these
properties, the balance sheet will be adjusted to recognise a right of use asset and associated lease liability. The financial liability will be
measured at the net present value of future payments under the lease, including optional renewal periods, where the Group assessed that
the probability of exercising the renewal is reasonably certain.

0173 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Notes to the Financial Statements
continued

33 OTHER ITEMS (Continued)


The Group will initially apply the new standard using the modified retrospective approach, which requires no restatement of comparative
information. On transition, the right of use asset will be measured, on a lease by lease basis, at either (a) the value of the lease liability adjusted for
any prepaid or accrued lease payments; or (b) present value of committed lease payments since commencement of the lease, less cumulative
straight-line depreciation and utilising 01 July 2019 discount rates for durations equivalent to the remaining lease term (this approach results
in an adjustment to opening retained earnings).

In the income statement, net rental expense will be replaced by net interest expense and a straight-lined depreciation expense (currently
operating leases are expensed within occupancy expenses). As the lease liability will be carried at the present value, an interest expense
will arise over the duration of the lease term. This is expected to impact the Group’s earnings before interest and tax (‘EBIT’), which is a key
measure used by the business. The principal component of lease payments will be reclassified in the statement of cash flows from operating
to financing activities.

The Group will elect to use the exemptions in the standard on lease contracts for which the underlying asset is of low value and if the lease
term is less than 12 months.

Subleases arrangements
The Group has a portfolio of long-term ‘back-to-back’ property leases which secure competitive store locations on behalf of franchisees.
Cash flows under these arrangements substantially offset each other.

For back-to-back leases, the adoption of AASB 16 will result in the recognition of a financial asset and financial liability, representing the present
value of future cash flows receivable on the sublease and payable on the head lease respectively. Both categories of financial instruments
are expected to generate interest (income and expense, respectively), resulting from the unwinding of the discount over the lease term. The
impact of interest income and expense, which will be presented on a gross basis (compared to a net basis for the year ended 30 June 2019),
is expected to materially offset within the income statement.

The recoverability of the financial asset will be assessed at each reporting date.

Estimated impact from adoption of the standard


The Group has substantially completed its assessment of the impact of the adoption of the new standard; however certain technical and
judgemental aspects remain open, including the refinement and application of lease terms for leases with renewal options. The estimated
impact on the Group on the consolidated statement of financial performance as at 01 July 2019 is set out below allowing for these uncertainties.

$M

Balance Sheet - as at 01 July 2019


Right of use assets 311 to 340

Net investment in lease assets 377 to 411


Lease liabilities (694) to (758)

Deferred tax 1 to 2
Retained earnings 4 to 5

The Group will adopt AASB 16 on 01 July 2019.

0174 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Additional securities exchange information
NUMBER OF HOLDERS OF EQUITY SECURITIES

ORDINARY SHARE CAPITAL


• 85,634,040 fully paid ordinary shares are held by 10,777 individual shareholders.
• All issued ordinary shares carry one vote per share, however partly paid shares do not carry the rights to dividends.

OPTIONS
• 3,471,750 options are held by 124 individual option holders.
• Options do not carry a right to vote

Distribution of holders of equity securities

CONVERTING CONVERTING
FULLY PAID PARTLY PAID CUMULATIVE REDEEMABLE NON-PARTICIPATING
ORDINARY ORDINARY PREFERENCE PREFERENCE PREFERENCE CONVERTIBLE
SHARES SHARES SHARES SHARES SHARES NOTES OPTIONS

100,001 and over 28 - - - - 2

10,001 - 100,000 76 - - - - 1

5,001 - 10,000 89 - - - - -

1,001 - 5,000 1,053 - - - - 1

1 - 1000 9,531 - - - - 120

Total 10,777 - - - - 124

SUBSTANTIAL SHAREHOLDERS

FULLY PAID PARTLY PAID


NUMBER NUMBER
ORDINARY SHAREHOLDERS HELD PERCENTAGE HELD PERCENTAGE

Somad Holdings Pty Ltd 23,050,966 26.92% - -%

HSBC Custody Nominees (Australia) Limited 22,111,511 25.82% - -%

J P Morgan Nominees Australia Pty Limited 12,859,258 15.02% - -%

Total 58,021,735 67.76% - -%

0175 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Additional securities exchange information
continued

TWENTY LARGEST HOLDERS OF QUOTED EQUITY SECURITIES

FULLY PAID PARTLY PAID


NUMBER NUMBER
ORDINARY SHAREHOLDERS HELD PERCENTAGE HELD PERCENTAGE

Somad Holdings Pty Ltd 23,050,966 26.92% - -%

HSBC Custody Nominees (Australia) Limited 22,111,511 25.82% - -%

J P Morgan Nominees Australia Pty Limited 12,859,258 15.02% - -%

Citicorp Nominees Pty Limited 5,254,629 6.14% - -%

National Nominees Limited 2,707,668 3.16% - -%

BNP Paribas Nominees Pty Ltd 2,222,700 2.60% - -%

BNP Paribas Noms Pty Ltd 1,961,637 2.29% - -%

Citicorp Nominees Pty Limited 1,284,798 1.50% - -%

Mr Grant Bryce Bourke 799,828 .93% - -%

Mr Donald Jeffrey Meij 796,537 .93% - -%

Mrs Esme Francesca Meij 749,280 .87% - -%

Mr Grant Bryce Bourke & Mrs Sandra Eileen Bourke 698,516 .82% - -%

HSBC Custody Nominees (Australia) Limited-GSCO ECA 501,624 .59% - -%

Invia Custodian Pty Limited 486,087 .57% - -%

Mr Donald Jeffrey Meij 369,868 .43% - -%

Mr Andrew Charles Rennie 360,076 .42% - -%

Success Pizzas Pty Ltd 340,149 .40% - -%

Clyde Bank Holdings (Aust) Pty Ltd 308,296 .36% - -%

Woodross Nominees Pty Ltd 300,000 .35% - -%

Bond Street Custodians Limited 228,161 .27% - -%

Total 77,391,589 90.39% - -%

0176 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Glossary
ASIC means the Australian Securities & Investments Commission. EBIT means earnings before interest expense and tax.

ASX means Australian Securities Exchange Limited EBITDA means earnings before interest expense, tax, depreciation
(ABN 98 008 624 691). and amortisation.

Australian Store Network means the network of Corporate Stores Franchised Store means a pizza store owned and operated
and Franchised Stores located in Australia. by a Franchisee and Franchise Network means the network of
Franchised Stores.
Board or Board of Directors or Directors means the Board of
Directors of the Company. Franchisees means persons and entities who hold a franchise from
the Company to operate a pizza store under the terms of a sub-
CAGR means Compound Annual Growth Rate.
franchise agreement.
Capital Reduction means the selective reduction of capital
Listing Rules means the Listing Rules of the ASX.
described in Section 11.4 of the prospectus.
Network or Domino’s Pizza Network or Network Stores means
Company or Consolidated entity means Domino’s Pizza
the network of Corporate Stores and Franchised Stores.
Enterprises Limited (ACN 010 489 326).
Network Sales means the total sales generated by the Network.
Corporate Store means a Domino’s Pizza store owned and
operated by the Company. New Zealand Network means the network of Corporate Stores
and Franchised Stores located in New Zealand.
Corporate Store Network means the network of Corporate Stores.
NPAT means net profit after tax.
Corporations Act means the Corporations Act 2001 (Clth).
Related Bodies Corporate has the meaning given to it by section
Directors means the Directors of the Company from time to time.
50 of the Corporations Act.
Director and Executive Share and Option Plan or ESOP means
Registry means Link Market Services Pty Limited.
the Domino’s Pizza Director and Executive Share and Option Plan
summarised in note 23 to the financial statements. Same Store Sales Growth means comparable growth in sales
across Domino’s stores that were in operation for at least 24 months
Domino’s means the Domino’s Pizza brand and network, owned
prior to the date of the reporting period. Non-Domino’s stores that
by Domino’s Pizza, Inc.
have been acquired (e.g. Joey’s, Pizza Sprint and Hallo) are included
Domino’s Pizza means the Company and each of its subsidiaries. in the Same Store Sales Growth calculation upon conversion to
Domino’s Pizza Stores means Corporate Stores and Franchised Domino’s for at least 12 months.
Stores. Share means any fully paid ordinary share in the capital of the
DPE Limited means Domino’s Pizza Enterprises Limited Company.
(ACN 010 489 326) Underlying EBITDA and Underlying NPAT excludes transaction
Earnings Per Share or EPS means NPAT divided by the total and integration related costs associated with the acquisition and
number of Shares on issue. one-off costs relating to the relation of the Paris Commissary.

0177 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Corporate directory
REGISTERED OFFICE & PRINCIPAL SHARE REGISTRY
ADMINISTRATION OFFICE Link Market Services Limited
Domino’s Pizza Enterprises Ltd Level 21
ABN: 16 010 489 326 10 Eagle Street
KSD1, L1 Brisbane QLD 4000
485 Kingsford Smith Drive Tel: 1300 554 474 (AUS)
Hamilton Tel +61 (0) 2 8280 7111 (OS)
Brisbane QLD 4007
Telephone: +61 (7) 3633 3333
SECRETARY
Craig A Ryan BA LLB LLM AGIS
WEBSITE ADDRESS
dominos.com.au
SOLICITORS
AUDITORS Thomson Geer Lawyers
Level 28, Waterfront Place
Deloitte Touche Tohmatsu 1 Eagle Street
Level 23, Riverside Centre Brisbane QLD 4000
123 Eagle Street
Brisbane QLD 4000 DLA Piper
Level 9,
480 Queen Street
SECURITIES EXCHANGE Brisbane QLD 4000
Domino’s Pizza Enterprises Limited shares
are listed in the Australian Securities Exchange
under ASX code DMP

0178 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


Board of Directors
Jack Cowin Lynda O’Grady
Non-Executive Chairman Non-Executive Director
Jack has extensive experience in the quick restaurant service Lynda has extensive experience in executive roles in IT,
industry and is the founder and Executive Chairman of Competitive telecommunications and media organisations including Executive
Foods Australia Pty Ltd. Competitive Foods was founded in 1969 Director and Chief of Product at Telstra and Commercial Director of
and owns and operates over 350 Hungry Jack’s fast food restaurants the publishing division of PBL. Her non-executive roles include Non-
in Australia, while also operating several food manufacturing plants Executive Director of Wagner Holdings Ltd and member of Advisory
for the supermarket and food service industries. Jack holds a Board of Jamieson Coote Bonds. Former roles included Inaugural
Bachelor of Arts from the University of Western Ontario. Chair of the Aged Care Financing Authority (ACFA) and Independent
Director of National Electronic Health Transition Authority (NEHTA).
She holds a Bachelor of Commerce (Hons) from the University of
Ross Adler Queensland and is a Fellow of the Australian Institute of Company
Non-Executive Deputy Chairman Directors.

Ross has held numerous Directorships including Non-Executive


Director of the Commonwealth Bank of Australia from 1991 to 2004
Ursula Schreiber
and Director of Telstra from 1995 to 2001. His other appointments
include Chief Executive Officer of Santos Limited from 1984 to Non-Executive Director
2000 and Chairman of AUSTRADE from 2001 to 2006. Ross is Ursula Schreiber AM is an experienced executive with previous
currently Executive Chairman of Amtrade International Pty Ltd and roles in large organisations with global operations, both in Australia
holds a Bachelor of Commerce from Melbourne University as well and internationally. Throughout her career, she has developed an
as an MBA from Columbia University. extensive track record in strategy, transformation and innovation,
most recently in fields with significant digital disruption. Her
experience extends to working and living in emerging and mature
Grant Bourke markets, including countries in which Domino’s is expanding its
operations. Ursula is the founder of Innovation Realized, an annual,
Non-Exectutive Director
global CEO forum on emerging technology issues; the creator of
Grant joined Domino’s Pizza in 1993 as a franchisee and in 2001
the Worldwide Women Public Sector Leaders’ Network; a previous
sold his eight stores to Domino’s Pizza. In 2001, Grant became a
member of the World Economic Forum’s Global Agenda Council
Director for Domino’s Pizza and from 2001 to 2004 he managed
on the Future of Government, and an advisor to the Women in
the Company’s Corporate Store Operations. In July 2006, Grant
Political Leadership Global Forum. Since returning to Australia in
was appointed Managing Director, Europe. Grant has been a Non-
2019, she has been active as a non-executive director, consultant
Executive Director since September 2007. Grant holds a Bachelor
and executive coach.
of Science (Food Technology) from the University of NSW and a
MBA from The University of Newcastle.
Don Meij
Managing Director / Group Chief Executive
Officer
Don started as a delivery driver in 1987 and held various
management positions with Silvio’s Dial-a-Pizza and Domino’s Pizza
until 1996. Don then became a Domino’s Pizza franchisee, owning
and operating 17 stores before selling them to Domino’s Pizza in
2001. At that time, Don became Chief Operating Officer and Group
Chief Executive Officer / Managing Director in 2002. Don was Ernst
& Young’s Australian Young Entrepreneur of the Year in 2004.

0179 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED


0180 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED

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