Limited Report to Shareholders 2001 Report to Shareholders 2001

www.computershare.com

Why this number is so important. Corporate Directory

Directors Share Registry Alexander Stuart Murdoch (Chairman) COMPUTERSHARE LIMITED Christopher John Morris (Managing Director) 18-62 Trenerry Crescent Peter John Griffin Abbotsford 3067 Mark Edward Elliott PO Box 103 Abbotsford Penelope Jane Maclagan Victoria 3067 Anthony Norman Wales Telephone +61 3 9235 5500 Company Secretary Facsimile +61 3 9235 5600 Darryl John Corney Bankers Registered Office LIMITED 18-62 Trenerry Crescent 500 Bourke Street Abbotsford Victoria 3067 Victoria 3000 PO Box 103 Abbotsford AUSTRALIA AND Victoria Australia 3067 BANKING GROUP LIMITED Telephone +61 3 9235 5500 530 Collins Street Facsimile +61 3 9235 5601 Melbourne Victoria 3000

Stock Exchange Listings THE ROYAL BANK OF SCOTLAND PLC AUSTRALIAN STOCK EXCHANGE LIMITED 138-142 Holborn THE NEW ZEALAND STOCK EXCHANGE London UK EC1N 2TH Solicitors MINTER ELLISON Level 23, Rialto Towers 525 Collins Street Melbourne Victoria 3000 Auditors ARTHUR ANDERSEN 360 Elizabeth Street Melbourne Victoria 3000

Cover Team (L-R) Chad Norrish Barbara Robertson Michael Clark Atsuko Shima Tonia Kendall Peter Scott Paul Buswell Investor Services Investor Services Plan Managers Analytics Document Services Technology Services Corporate

Computershare Limited Designed and produced by The Ball Group Sydney Melbourne COMSL0002 9/01 ABN 71 005 485 825 because at Computershare we use 7 key drivers to measure our performance, our people and the value we 1 deliver for shareholders.

And here they> >are OUR SEVEN KEY DRIVERS

A defined strategy Executing the 12strategy

What we are doing What we are doing – Delivering a ‘single solution’ to the international securities – Consolidating and better integrating our businesses to deliver industry – by offering technology and services globally that a single solution. From this solid base we will build through our competitors cannot. organic growth. Where we are Where we are – The leader in the biggest markets in the world with share – Major strategic acquisitions in , US, Australia and the registry operations in eight countries covering three major have consolidated Computershare’s market global time zones. leadership position. How we are doing How we are doing – On track – meeting our strategic objectives and pleased with – The strength of our strategy is reflected in our reported EBITDA 2 progress. (up 65% when non-recurring items are excluded) and in the amount of new business we continue to win. Significant Where we are going efficiency and productivity gains have positioned us for further – Expanding, particularly in pursuing opportunities in Europe and growth in all markets. Asia, and providing significant value-added services to our customers. Where we are going – Organic growth, improved efficiencies, expansion through acquisition and the release of a new suite of unmatched global services to multinational issuers and their shareholders. The ability to lead – Clear focus on 34to set the trends customer needs

What we are doing What we are doing – First global registry to develop a fully integrated share registry – Improving registry operations, process and information flows. and a fully integrated system for management and operation of Restructuring share registry for better service, quality and Employee Plans. Actively working with industry groups to reduce production. settlement cycle from three days to one day. Where we are Where we are – Restructure, process flows and business flows complete – Introduced web-based Investor Centre providing easy access for in the US, UK and Australia. Migration of companies onto shareholders. Meeting with Australian, Canadian and UK industry our technology platform proceeding in the US, and groups and working towards reduced settlement period. Hong Kong. How we are doing How we are doing 3 – Continuing to lead the way by adding content and value to our – Marked improvements in service levels to our clients and their web-based services and providing input to various international shareholders together with internal efficiency gains through groups considering their moves to dematerialised shareholdings. re-structure are evidenced in all businesses. Where we are going Where we are going – Increasingly involved with the development of international – Constantly endeavouring to improve delivery of services through markets by serving as an industry representative on cross- more efficient process, structure and technology. industry committees. Continuing to add new content to our web services. OUR SEVEN KEY DRIVERS

Growth in key Development market areas of leading edge 56technology

What we are doing What we are doing – Investigating acquisition opportunities in Europe and Asia. – Sharply differentiating our global service through further Positioning for organic growth in the US and other major markets. development and implementation of Computershare’s Growing Employee Plan services. Broadening Analytics services. technology. Where we are Where we are – New successes in UK, , United States, Hong Kong – Global technology structure covers three major time zones, and Canada, including companies such as Telkom, Estee Lauder, giving us scope for 24 hours per day, 7 days per week (24/7) Zurich Financial, Lucent, Texas Instruments and Canadian Pacific. services to support our businesses. How we are doing How we are doing – Achieving our milestones. We are unique by providing – Successfully implemented planned software upgrades, reliable 4 companies, shareholders and employees with the only truly global networks, new look web site, sophisticated call centre global share registry in the world. in the US, and adding to web content. Where we are going Where we are going – Expecting gradual returns from share registry technology – COSMOS technology continuing to be deployed in all remaining platform and organic growth in North America and Hong Kong. markets by end of June 2002. Direct Stock Purchase Plans and Analytics growth expected, with City Watch in the UK and FDC other applications will be designed to service shareholders in US. Employee Plans anticipated to show accelerated growth. globally.

COSMOS technology; evolving and continuing to support our global products and services. Develop our culture to attract and keep 7the best people

What we are doing – Empowering individuals for more job satisfaction, re-engineering processes for increased efficiencies, offering employees options and shares to create a vested interest and increasing staff training. Where we are – New offices in South Africa and New Zealand. New fit outs in the US, Canada and Australia. How we are doing – Staff satisfaction is high, motivational levels are high and staff 5 turnover is minimal. Where we are going – Constantly evaluating policies and systems, and ensuring staff are involved in processes and decision making.

For more details on how Computershare measures up,

please read>> on Investor facts

2001 FINANCIAL HIGHLIGHTS

PROFIT ($000) JUNE 2001 JUNE 2000 %CHANGE Sales revenue 724,613 394,864 +84% Earnings before interest, depreciation, amortisation and tax 151,608* 91,698 +65% Profit attributable to shareholders after tax 54,916* 38,193 +44%

BALANCE SHEET ($000) Total assets 903,994 659,445 +37% Total shareholders’ equity 472,902 386,001 +23%

PERFORMANCE INDICATORS Basic earnings per share 7.2 cents 7.5 cents – 4% Return on shareholders’ equity 8% 10% – 20% Net debt to equity 35% 26% +35% Earnings before interest, depreciation, amortisation and tax/interest 11 times 29 times – 62% Staff numbers at 30 June 5,148 4,300 +20% 6 *BEFORE NON-RECURRING ITEMS

PERFORMANCE INDICATORS

SALES REVENUE $m EBITDA $m TOTAL ASSETS $m 724.6 151.6 904.0 724.6 151.6 904.0

659.4

91.7 394.9

293.9 56.2 248.3 212.2 147.0 31.2

10.7 21.7 43.6 ’97 ’98 ’99 ’00 ’01 ’97 ’98 ’99 ’00 ’01 ’97 ’98 ’99 ’00 ’01

Revenue increased by 84% on the back of Before non-recurring items, the EBITDA was The impact of recent acquisitions continues strong growth in shareholder accounts under up 65% on the previous years level with the to expand the group's asset base with management and the contribution of recently ongoing efficiency program throughout the management attention focused on acquired businesses. The majority (80%) group targeting margin improvement in the improvements in working capital of the group’s income comes from routine coming years. The operating performance of management and maximising cashflow from operations with the major income driver being the group continues to reflect the benefits operating activities. A significant part of the the numbers of investors who hold shares. to be realised from the deployment of a asset base is represented by goodwill arising common technology platform across the from acquisitions. This goodwill represents Investor Services businesses. the value attributed to the future earnings potential of businesses acquired. 2001 PERFORMANCE HIGHLIGHTS NO.1 Computershare is now the largest and only global registry business* *CREDIT SUISSE FIRST BOSTON ANALYST REPORT 17/01/01 KPI’s The Principal KPI‘s are ‘Revenue per Holder account’ and ‘Holder accounts per employee.’ Both showed improvement in 2001 with more to come, as the common technologies platform is deployed worldwide. 7 The global spread of similar businesses within the Computershare group enables management to benchmark operations using group-wide KPI‘s.

69million SHAREHOLDER ACCOUNTS 2001 % CHANGE+29% 5,14 8 81% EMPLOYEES EMPLOYEES WHO HOLD EQUITY OR OPTIONS IN 2001 % CHANGE % +20 COMPUTERSHARE LIMITED CHAIRMAN AND MANAGING DIRECTOR’S REVIEW

Dear Investors,

Computershare can be How would you describe the Our Markets Technology group also past 12 months? shares in our success this year. We rightly described as a were successful with our bid to the single source provider. Our results this year demonstrate Pacific Stock Exchange to provide them the continuing growth of the company with our trading system for their option Now let us share with when excluding non-recurring items. market and with ICAP (formerly Garban On this basis our total revenue shows Intercapital) in the UK for their Swaps you our strategies and an increase of 84% over the previous trading. These two very different the reasons why we are year and EBITDA of $151.6 million instruments are a testament to the represents a year on year growth of versatility of our trading system so excited about this 65%. Operating profit before tax was architecture and software. up 45% and Net Profit After Tax company and our future. was brought in at $54.9 million, an increase of 44%. In what areas has the company expanded? The writedown of $21.3 million on our Over the past twelve months we have Etrade investment now prices these concentrated on acquiring businesses shares on our books at 60 cents per to position ourselves for growth and share and we believe this to be both further strengthening of our service prudent and realistic. offerings to companies and shareholders. * In November 2000 we purchased 8 the Employee Share Purchase Plan % business from Merrill Lynch in the US. This was followed, in March 2001, with the acquisition of RPC Plan Managers in Australia. These businesses are 65 market leaders which complement our EBITDA INCREASE OVER LAST YEAR existing plan offering in Australia and * BEFORE NON-RECURRING ITEMS the UK and have been fully integrated into Computershare. Our business continues to grow. We In the same month we also purchased can now rightly claim our position as the remaining 50% share in Ci Limited the largest and only truly global share (now operating as Computershare registrar. More than having global Document Services). The company reach, we believe we stand apart from will provide all the communication our competitors with our ability to offer and document output services for a broader range and depth of services our share registries in Australia, using our own technology (including the UK, US and Canada. our web-based services). We are able In March 2001 we acquired the to integrate our Plan Managers, remaining 50% shareholding in Hong Analytics and Document Services Kong’s leading share registrar, Central businesses together with Investor Registration Services, with plans to Services to create a seamless and migrate the share register onto our efficient service in world markets. technology platform by June 2002. Our strategy has raised the bar by The acquisition of Citywatch in the UK creating the only totally integrated in November 2000 and Financial Data service solution for companies and Concepts in the US in March 2001 their shareholders on a global basis. adds significant breadth to our Analytics offering and positions them well for growth in the coming financial year. Many people see our main line The Employee Plan Business of business as the management seems high on your radar, of companies’ share registers. can you explain why? Do you have any comments At Computershare we have seen the on this? power of employees owning shares in Traditional services developed by our company and see this as a growing NO. the share registrar have expanded trend by companies. We also see other 1 SHARE REGISTRAR IN FIVE OF THE considerably over the last few years. countries following the lead of the EIGHT MARKETS WE COMPETE IN This is highlighted by the renaming UK, who have encouraged employee of our registry services division to share ownership with aggressive tax Computershare Investor Services. concessions. As both governments We are able to draw on the significant and companies realise the power of We see the core maintenance of the knowledge and experience of our staff in employee share ownership, this area eight countries who provide this service, share register as the basis for providing of our business will expand considerably. an ever increasing range of services to and we believe that our market share, both investors and companies. This has We are also convinced of the merits of acquired through both organic growth been demonstrated by our development the single service provider model, where and acquisition, places us in a of global analytics, employee services companies can look to us to handle commanding position to grow and document services businesses. services to both shareholders and staff this business on a truly global scale. We have focused on developing a globally. We see great cross-selling complete range of products delivered opportunities in this area especially in the over the Internet to both investors US where only 10% of the Employee Plan clients are also share registry clients. and companies. 9 The financial services industry is like a technology arms race, with the winners in the technology race taking the prize. Computershare now has close to 500 technology staff who primarily service our registry business worldwide.

SANDY MURDOCH Chairman & CHRIS MORRIS Managing Director & CEO Some analysts say that organic growth for completion in June 2002. When these technology in the US will be very difficult to achieve. initiatives come online they will establish a clear lead in What is your reaction to that? functionality over our US competitors and therefore place us in a strong position to obtain major new clients. Growth in a market where the starting point is a relatively small market share is always going to present challenges. Installation of our sophisticated telephony system that eclipses our competitors in terms of versatility and Right now we believe it is about positioning ourselves properly efficient handling of all types of incoming and outgoing to meet and overcome these challenges. Progress so far has communications will be completed well before the end been broadly as we forecast, with the US coming in at around of this calendar year. break-even (EBITDA) this financial year. Computershare Document Services is now fully established We have seen a major restructuring of the US transfer and servicing our transfer agency. agency providers, with DST buying the remaining share of Equiserve and Mellon buying out the 50% of their joint In summary, our significant R&D investment in the US venture previously owned by Chase. The recent downturn should tell its own story. We remain solid and committed in corporate actions and IPO’s has also led a number of to our business in this important market and we plan to smaller players to reconsider their long-term future in this place proper emphasis on its ability to grow in the future. competitive market. What have been the highlights for the year? Our focus in the US has been on two fronts: first to improve service levels; and the second, to introduce It is hard to quote specific highlights in a year that has our proprietary software. seen many acquisitions and considerable improvement in our registry operations globally. As far as major contracts On the service side we have completely restructured are concerned, the deal to supply our trading system 10 our business both in management and staff. Our internal technology to ICAP and the contract to supply BP for their statistics and those conducted by Group Five (who global Employee Plans business would have to be specialise in conducting service quality surveys) have highlights. The ICAP deal proved that our trading system confirmed a vast improvement in service levels. technology is world leading and the BP deal proved the On the technology front, we have delivered our new value of our global services. Employee Share Plan product and we are due to have all conversions of the Merrill book of business completed Looking ahead, what are your plans for by November. We are now testing our share registry Computershare? system with the first conversions of live companies We will continue towards our objective of gaining a scheduled for December 2001. We are also on schedule presence in all major world markets, and this will include to release the first phase of our global employee option our ongoing attention to European and Asian regions. system in December 2001, with full US functionality due Our management teams worldwide have a clear focus and an enthusiasm to provide the very highest quality of service CONSOLIDATED RESULTS A$m to our company clients and their shareholders. This focus FULL YEAR COMPARISONS will, we believe, help facilitate our drive to gain market Total Revenue 754.3 share and win new business in all our major markets. EBITDA How are your management and staff teams? We have always sought to employ and retain people of the 408.4 highest calibre at all levels within the organisation.The results this year are an indication of the success of this aim and of 302.8 the dedication, commitment and loyalty of all staff. This has helped us to achieve what we believe, are very credible 147.0 151.6 financial results in a year that was for many companies in 91.7 56.2 our sector lacklustre. 31.2

JUN ’98 JUN ’99 JUN ’00 JUN ’01

EBITDA NUMBERS ARE BEFORE NON-RECURRING ITEMS strategic development of the company. We thank him sincerely for his contribution during his term as a director. With effect from 30 September 2001, Tony Wales will relinquish his executive responsibilities for the Computershare Limited group. Tony will remain on the Board of Computershare Limited as a Non Executive 473 Director. TECHNOLOGY STAFF SERVICE OUR In this capacity, he will chair the group’s Risk and Audit GLOBAL BUSINESS Committee. The charter of this committee includes an oversight role on acquisitions.

Much has been asked of staff this year and many have Tony Wales has been involved with Computershare since sacrificed life at home to travel overseas. Our employees 1981 and has been instrumental in much of the strategic are our real strength by making it their business to seek expansion of Computershare. We acknowledge the out and develop our businesses to meet our strategic and significant personal effort Tony had made to the success of tactical objectives. Our sincere thanks go to all staff and the Computershare group and the contribution he has made management of the company. in sourcing, evaluating and integrating many of the business acquisitions. As a direct consequence Tony has spent Your main Australian competitor has significant periods of time away from his family. indicated that they will be processing We expect the change in Tony’s role to be handled companies on their new system from smoothly with Mr Darryl Corney, Chief Financial Officer, 1st January 2002. What does this assuming all Tony’s executive responsibilities. For the past 11 mean for Computershare? 3 years Mr Wales and Mr Corney have worked closely together in guiding the finance function at Computershare We happily compete in all markets throughout the world, Limited. and Australia is no different. For many years the predominant share registry system used by the major players in Australia was ours. As a consequence the differential was focussed only on service quality and we believe that even then we held our corner well. The transition to offer competition based on technology as well as service is something we are very much looking forward to. Alexander (Sandy) Stuart Murdoch CHAIRMAN The depth and breadth of our service offering and our global positioning are all key elements of difference. We believe that companies in Australia will look to ensure that the critical service to their shareholders is based on robust technology that is tried, tested, reliable and innovative.

Have there been any changes in the Christopher John Morris membership of the Board? MANAGING DIRECTOR AND CEO Three changes have been made this year. Mark Elliott, the group’s Chief Legal Counsel, was appointed to a casual vacancy on the Board on 5 January 2001. John Shergold, who joined the board in 1996, has advised that his workload in other areas does not allow him the time required to fulfil his role with the company and its international expansion. He therefore tendered his resignation in May of this year. John was Chairman of the Audit Committee and contributed significantly to the Connecting Computershare

The ability to combine key elements to offer a total share registry service – consistently delivered throughout the eight countries in which we operate – creates a clear distinction between Computershare and its competitors both nationally and internationally.

The global securities industry continues to be characterised by significant change. Investor Services (CIS) Globalisation is creating a vast new set of provides a comprehensive range of registry and investor services including efficient daily management opportunities; competition for capital has of company share registers and employee share plans, increased sharply; share ownership has assistance in corporate actions such as initial public surged in popularity and scope; a new offers, floats, rights issues, bonus issues, takeovers, wave of privatisations and demutualisations mergers, capital restructures and dividend reinvestment plans. The company also manages company meetings, is bringing greater capital opportunities to proxy processing, mailing, document management, the fore, and more sophisticated financial demutualisation and investor contact centre solutions. markets technology is rapidly changing the international investment landscape. Through these changes, a whole new generation of investors is being ushered onto the world stage – investors who are reaching INVESTOR out beyond national borders to spread their SERVICES investment risks across sectors and markets. In turn, a renewed enthusiasm by companies for well articulated investor relation Y programs reflects a global trend that G O acknowledges the role of good corporate L

O

N

governance and the importance of open H

C

E communications to increasing numbers T of employee, retail and institutional shareholders worldwide. ANALYTICS Computershare monitors these trends closely to define and execute a global strategy that combines the efficient and seamless deployment of a full range of technology, financial and investor services. Analytics (CAS) uses our global databases to deliver a comprehensive range of investor relations services to companies and securities industry participants. Services include share ownership analysis; proxy targeting and solicitation; global peer company ownership; share trading analysis; investor relations contacts management databases; investor targeting; and investor relations consulting. These offerings help companies to understand the dynamics of their share registers and to implement Company their investor relations programs.

UK/European/African regional support Asia/Pacific

Dublin London Johannesburg Hong Kong Technology Services (CTS) underpins our total service package through creative technology applications that are deployed at all stages of the financial market cycle. Key applications include our proprietary share registry management software; equity and derivative trading systems; order routing, market surveillance and integrated web-based information and reporting solutions. Our technology solutions are implemented across the global securities industry, supporting service provision to listed companies, investors, employees, exchanges, market regulators and other financial institutions.

Plan Managers (CPM) 13 PLAN offers total management of employee share, stock and options plans. Our approach to this fast-growing S MANAGERS E R service sector entails the effective and efficient design,

V communication and ongoing administration of plans I

C E for the benefit of companies and their employees.

S We combine a detailed understanding of the legal and regulatory environments across different markets, while our technology channels orders through to appropriate markets and brokers. Information is delivered to plan participants in a highly efficient manner, through our fully integrated web-based services.

DOCUMENT SERVICES

Document Services (CDS) provides all paper and document needs for our core share registries, as well as handling the high volume mail outs that are a feature of modern-day share registry practice. The diverse offerings include integrated communication design and standardised communication systems, laser printing, intelligent mailing and electronic information delivery services.

Shareholder regional support North American regional support

Sydney Auckland Toronto Chicago Computershare’s business is a worldwide common platform. Here is a summary,sector-by-sector.

WHAT WE OFFER? THE COMPUTERSHARE ADVANTAGE

Global technology and infrastructure support Trained technology teams who understand the business Technology Services for existing Computershare proprietary software, needs of our company clients and their shareholders. (CTS) together with a full range of development services Skilled, mobile and flexible teams located in the UK, US, for new products. Australia and Canada, plus technology/support staff in all businesses worldwide, providing full 24/7 support.

Our product range encompasses register Unique products delivered by a dynamic team, supported Investor Services maintenance, corporate actions administration, by world-beating technology. Our global infrastructure nominee services, share dealing programmes and allows us to work on solutions 24 hours a day. To date, (CIS) customer contact management. We are unique in we have driven the pace of change in every country in that we are the only global registry. Located in every which we operate – our Internet products alone have major English-speaking country, we have over 7,000 changed the face of shareholder relations. clients ranging from large multi-nationals to small private companies.

Global servicing of paper and electronic document Our dedication to getting it right across all areas Document Services needs for issuers, investors and for many of communications and processes gives our corporations to provide effective communication clients the ultimate advantage. It adds up to clearer (CDS) to their end-users/customers. This includes design, communications, the elimination of costly processing, document composition and computer programming, data integrity, improved quality, cost savings on 14 through to various production and distribution materials and a minimisation of call inquiries. methods (mono, four-colour mail, email, fax, online web presentment).

The only global provider who can coordinate and We combine highly specialised and experienced staff Plan Managers manage employee share and option plan schemes. with leading software, as a fully integrated, global Our approach ensures clients’ employee share plan service offering. The proprietary software is purpose-built (CPM) (ESP) objectives meet remuneration objectives, and for managing and communicating highly valuable share operate and communicate to employees efficiently. plan benefits to employees, and capturing all necessary This value added service offering attracts a higher fee and often complex taxation information. Our leading call margin structure than the mainstream registry service. centres in three major time zones and web based investor centre mean 24/7 service – a powerful combination not easily replicated.

Global investor relations and market intelligence For the first time issuers, brokers, investment bankers and Analytics Services services to issuers and other market participants. retail investors are able to access share ownership and We help our clients to understand their shareholder fund management company/fund profiles on a global basis. (CAS) base and trends in cross-border portfolio investments. Data is single-source and is available in standardised formats. No longer is it necessary to piece together information from each geographic market to obtain a global overview of their shareholder base and market activity.

Fully integrated and global solutions for companies and shareholders. Local Access, Global Services. OPPORTUNITIES GROWTH OF SECTOR MKT PENETRATION/POSITION

Continue to research and apply the latest technology Computershare Technology Services provides to support both existing and future trends in the global services into the Computershare group of In terms of breadth, marketplace which reinforces our leadership position. companies and its growth is largely determined depth and globalisation The proper application of that technology is a significant by the needs of our global businesses. of Computershare’s point of difference compared to our competitors. NO.1 technology

As the world’s only global registrar, we expect to The market is anticipating a quiet year for IPOs, benefit from the globalisation of the world’s largest but it is also expecting activity in mergers and corporations by providing integrated solutions across acquisitions. The benefits of our global proposition all borders. Cost benefits are gained by spreading and technical superiority are increasingly understood The largest and development costs across a worldwide network, by clients. We expect to attract a number of only global share allowing us to achieve technological superiority over significant clients from our competitors next year. NO.1 registrar our competitors.

Through consistent quality services we have been With our aggressive global acquisition path we successful in leveraging additional business (apart from expect to continue the strong growth of document Unique intelligent registry services) from current clients. We expect this services output for the Investor Services business printing able to offer will continue in all locations. Using our global and related commercial clients on a worldwide truly global solutions experience we fine tune our offerings in any given scale. The foray into North America alone will to companies location to any given client. We continue to implement result in the additional annual production of NO.1 15 ‘best practice’ on a global basis. 200 million documents laser imaged, intelligently mailed and produced electronically.

Significant growth is available from this under Concessions and tax incentives in the US, UK serviced market. Existing plans are poorly serviced and Australia have resulted in significant or coordinated badly through a range of different increases in employee share and option plans Leading global provider channels, leading to major companies increasingly participation. Since 1972, the number of US for the management of looking to outsourcing the management of their employees participating in ESP’s has grown Employee Plan plans. Many other companies also find outsourcing from 250,000 to over eight million today. NO. Schemes. preferable in the absence of in-house resources. New share owning democracies in Eastern 1 Taxation concessions in Australia and UK are Europe will also create significant new also fuelling growth. growth opportunities.

The growing use of technology in investor The past year saw the creation of Computershare communications creates opportunities to develop Analytics Services as a separate business unit online products. Recent acquisitions of UK and US within the Group. We expect demand for our companies providing online market intelligence services to continue to grow around the world, N/A have given us a leading position in that field. particularly as corporations come to realise Further expansion into Canada and South Africa the benefits of local access to standardised is under investigation. global data.

TORONTO MONTRÉAL QUEBEC EDMONTON WINNIPEG HALIFAX DUBLIN EDINBURGH CALGARY ST JOHN’S LONDON VANCOUVER NEW JERSEY CHANNEL NEW YORK ISLANDS LOS ANGELES BRISTOL CLEVELAND HONG KONG DENVER CHICAGO DALLAS MANILA

BRISBANE PERTH SYDNEY JOHANNESBURG ADELAIDE AUCKLAND MELBOURNE REVIEW OF OPERATIONS Technology Services (CTS)

The creative and intelligent use of integrated Computershare designed technology that % embraces the service needs of businesses 6 and its clients is a key to setting us apart OF EXTERNAL REVENUE from our competitors.

This is the cornerstone that has driven our strategy over the years and has seen Computershare establish its global footprint in the provision of technology solutions and services to the securities industry. In support of this strategy we have set up major technology development sites in the United Kingdom, US, Canada and Australia covering all major time zones. In addition, we provide local integrated technology support and infrastructure services in all businesses worldwide.

Overview 16 The wide-ranging role of Technology Services is broadly reflected in its organisation of global teams who take responsibility, on the one hand, for supporting our existing proprietary share registry software and, on the other hand, are involved in the development of new technology and the enhancement of existing systems. In addition to these teams we have the Markets Technology Group who support and develop the technology used by stock exchanges, brokers, regulators and other markets around the world. In terms of our share registry operations, there have been six important streams of development work. Detailed analysis and design of the enhancements necessary for the installation of our proprietary share registry software for the US, Canada and Hong Kong is well under way and will be operational in all three centres by the end of June 2002, with the first migration of companies expected in Hong Kong and the US in December 2001. Computershare has a responsibility to over 7,000 companies and close to 69 million shareholders. As a consequence it is crucial that our systems can be relied on. In this context we have now established a fully redundant Wide Area Network (WAN) throughout the world to ensure the continuation of registry services in the event of communication (network) failure in any one location. Our continuing effort to bring to companies and shareholders the highest quality of service led us to a detailed review of our telephone call centre and internal investor services processes. In researching a solution we aimed for a system that would provide improvements in response times and be flexible enough to handle incoming communications from all sources (e.g. letters, e-mail, facsimile, telephone). Equally we sought to ensure that we will be able to apply the technology throughout our businesses to enable 24/7 availability for all shareholders. Our new system has been implemented in the US and Canada, with plans to roll it out worldwide over the coming months. Computershare’s web site at www.computershare.com has also www.computershare.com undergone a significant makeover, with a new design and the launch of the ground-breaking Investor Centre that, amongst other things, First to market with web- based investor and issuer provides shareholders with a portfolio view of their holdings. This is services in Australia and the the first of its kind in Australia and we plan to continue to lead the United Kingdom. way in the creative application of this technology. In twelve months over Our Issuer-on-Line service brings the share register onto the desks 24 million hits on the site. of company secretaries, their staff and their investor relations Improved technology provides departments with the ease of web-based delivery. 99.62% availability on the Software in support of Computershare Plan Managers is 17 web-site. progressing on track. This important initiative will create a unique, fully integrated system for the management of these plans. Our COSMOS technology continues to evolve and is in operation in the UK and Australia in tracking beneficial ownership under nominees and other custodians. As well as this, COSMOS provides the infrastructure for our Investor Centre that enables investors to see a portfolio view of their holdings and will automatically update the information for new holdings as they occur. Computershare’s COSMOS technology will continue to be developed to support products for the group, including Employee Option Plans and core share registry systems. Our Markets Technology Group has also enjoyed success this year through business wins with the Pacific Stock Exchange, ICAP (formerly Garban Intercapital) and with the delivery of our market systems to Cyprus, Budapest and the Bendigo Stock Exchange. In concluding this report I would like to pay tribute to our technology staff worldwide. Many travel away from their homes for long periods and all of them work with the commitment and loyalty that generate our success as a group and a company. REVIEW OF OPERATIONS Investor Services (CIS)

Despite a recent downturn in IPO and other corporate activities, both revenue and profit % from all businesses has been in line with our budget expectations. Shareholder numbers 86(INCLUDING ANALYTICS) OF EXTERNAL REVENUE continue to grow, and show an increase of 29% to 69 million shareholder accounts.

An important challenge faced by us all this year was to streamline our business and create service productivity and efficiency gains. To a large extent we have achieved this by flattening management structures and improving work processes. In addition, we have completed the integration of Document Services, Plan Managers and Analytics to create our unique, fully integrated service offering to companies and shareholders. Our technology has also played a key role in improving efficiency and, crucially, adding significant improvements to 18 our service standards. Call Centre Stats AUSTRALIA Overview Handling 150,000 per month. Of particular note is the recent implementation of our Investor 80% of calls answered within Contact Centre in Melbourne, which was officially opened in 30 seconds (and improving). June by the Victorian Minister for State and Regional Development, 1.5% abandon rate. the Honourable John Brumby MP. The Investor Contact Centre UNITED KINGDOM provides services to shareholders and other incoming callers, as 80% calls answered within well as initiating calls to shareholders on behalf of companies. 20 seconds. 2% abandon rate (and improving). Our registry businesses in the US and Canada have taken this a step further, where the most up-to-date telephony technology is UNITED STATES OF AMERICA Average speed to answer is able to handle incoming communications whether they are received 20 seconds (and improving). by telephone, e-mail or fax. This technology will be deployed Abandon rate 1.3%. throughout the world over the coming months and will bring 95% of shareholder significant improvements for both external and internal correspondence completed on communication management. day of receipt. The introduction of the Investor Centre on our web site (www.computershare.com) brings to Australian shareholders, for the first time, a portfolio view of all shareholdings in Australian companies whose share registers are serviced by Computershare as well as valuations of their portfolio. When a shareholder is registered for the first time, they will be provided with a secure identification number that will enable them to affect changes to their details maintained on the share register. Over the coming months it is planned to add even more services to our Investor Centre and to implement the same service in all other markets.

Major Business Our focus on service standards and general gains in efficiency are Additions 2001 aimed at positioning our businesses for growth and will continue BP (Plans) throughout the coming financial year. We are already seeing the Aggregate Industries results in all our operations, where research is indicating a Bradford and Bingley significant improvement in service levels. Even greater Allied Domecq improvements are contemplated in the US, Canada and Hong Kong Friends Provident following the migration of companies onto our proprietary share Orange Barclays PLC/Woolwich registry software (SCRIP) by the end of June 2002. Vodafone Group/Eircell 2000 We have been encouraged this year with our successes at winning Telkom SA new business in most of our markets. In some cases we have been Royal Bank of Scotland Group/ able to win business away from our competitors and in others National Westminster Bank AlintaGas Limited (particularly the United Kingdom) we were successful in winning Woolworths Limited a significant portion of floats and demutualisations that came into Harley Davidson Inc that market. 19 Auckland Energy Consumer Trust The US has experienced further consolidation of share registries with the exit of the original banks who had partial ownership in the two key competitors. Despite this, service offerings to companies remain fragmented, with Employee Plans and Analytics services managed by a diverse range of service providers. In this context we believe we have a strong competitive edge through our fully integrated approach that brings all these services together. This is further enhanced by our ability to service these companies through our international offices. It is also reasonable to suggest that US companies do not have a tendency to be tied to a particular service provider. They are willing to consider change, and value the creative and efficient use of technology. The outlook for the coming year augurs well in all businesses. Our global spread combined with our breadth and depth of services combine to create the only global, fully integrated share registry service in the world. Our successful moves towards greater efficiencies, productivity and our focus on superior service will continue throughout the year, creating a framework for growth and success over the coming months. REVIEW OF OPERATIONS Investor Services cont.

Computershare Analytics Services (CAS) During the course of this year Computershare acquired Citywatch Limited in the UK and Financial Data Concepts LLC in the US. These acquisitions have been fully integrated into the existing Computershare Analytics business and are central to our strategy of building a global share ownership database. Both Citywatch and FDC are leaders in the online provision of share ownership information in the UK and US equity markets. SCRIP, the world’s best registry system. We recently undertook the third annual Computershare Investor Technology is the foundation of Relations Practice Survey that highlighted the growing use of a registry service. We consider technology in investor communications. With this in mind we SCRIP (developed and are exploring several opportunities to develop further online maintained by Computershare products as well as expanding into Canada and South Africa. Technology Services) to be the world’s best registry system. Computershare Analytics is in its formation year and consequently Its Internet services (Issuer we are not providing segment reporting this year. Online for clients and Investor Centre for shareholders) have brought the industry into the 20 third millennium. Computershare employs Total Revenue ($m) 2000 2001 world-leading technology in the fields of document Australia 89.4 102.7 scanning, automated United States 20.5 111.1 document processing and Canada 19.9 161.3 telephone response handling. New Zealand 11.5 11.5 Our staff are well trained, with United Kingdom 157.2 208.6 relevant skills that effectively mirror our clients’ needs. Ireland 9.9 11.0 South Africa 27.2 25.6 Hong Kong (100%) 23.3 30.5 MARKET SUMMARY OUTLOOK ESTIMATED MKT. SHARE Australia In 2000-2001 we concentrated our efforts on We are confident that we have the infrastructure, optimising our operational efficiency. With tighter specialist registry expertise and focus on our clients’ management focus, improved processes and the needs to continue to improve our position and introduction of automated workflow we have started to competitive standing in the marketplace. Our ability to reap real returns. We continued to welcome important offer full registry services to the increasing number of % new registry clients, including AlintaGas, via a dual listed companies further aids our positioning. Being 67 privatisation, and Woolworths Limited, via a transfer able to deliver the appropriate registry support, reporting from a competitor. and advisory capabilities on the one platform strengthens our unique competitive advantage. Canada Issuers and investors alike have reacted very positively Numerous initiatives will be brought to market in the to Computershare’s entry into the Canadian market. We next twelve months, bringing added value to our clients bring a promise and reputation of enhanced technological and increased efficiency to our operations. These capability, quality, innovation and investment that is include Computershare’s Document Services division, % lacking in the current Canadian market. We have retained electronic workflow and imaging processing, operational all of our clients as well as won considerable new consolidation, new state of the art telephony systems, 62 business across Canada throughout the year. Our enhanced web capabilities and the conversion to focused, coordinated team is committed to ensuring Computershare’s propriety stock transfer system, SCRIP. our number one position within the industry.

Hong Kong Computershare HK implemented the first online IPO Together with Computershare UK, we are proposing in Hong Kong for the Mass Transit Rail (MTR) float, to introduce a set of cross border registry services to which created an additional half million shareholders. a large UK client base who are seeking listings in % Operating profits increased by 23% over last year, Hong Kong. 39 while we continued to increase client accounts in line with expectations. 21 Ireland We consolidated our number one position in Ireland by The market outlook is encouraging, with an increasing taking advantage of a quiet period in the market early level of corporate actions scheduled for the first quarter in the year when we completed the acquisition of the of 2002. Early indications are that Computershare % Bank of Ireland share registry business. Ireland is well positioned to maximise potential and 73 take advantage of further state privatisations and market demutualisations. New Zealand We maintain the New Zealand register of Brierley New Zealand registry staff are looking forward to the Investments, now based in Singapore, and provide challenges and opportunities that the coming year will custodian services to local shareholders. In addition, offer and in particular the possibility of proving our % we acquired and now handle 1/4 million electricity effectiveness and competitiveness in the increasingly consumers on behalf of Auckland Energy Consumer global share registry arena. 93 Trust. In March 2001, we managed the ‘separation’ of New Zealand’s largest conglomerate, Fletcher Challenge Limited, distributing $US1.2 billion and Nasdaq-listed stock to shareholders. South Africa Computershare Custodial Services Ltd. has been Computershare SA is developing and implementing appointed as the eighth Central Securities Depository services for managing company and employee Participant (CSDP) under STRATE (Share Transactions schemes. We are also in a joint venture, developing % Totally Electronic), the only CSDP in South Africa that a new product that will allow retail investors to apply is not a registered bank. We have been appointed for shares offered through IPOs. We will continue to 60 registrar for the largest privatisation ever to occur in seek growth in all areas of our business. South Africa. United Continued domination in administration of major Continue market dominance, especially with IPOs and corporate actions, including demutualisation of M&As. We are realising a steady flow of major clients Kingdom Bradford & Bingley and Friends Provident, the from our more traditional competitors – a trend we plan flotation of Orange, the takeovers of Woolwich by to accelerate in the coming year by integrating value- % Barclays and of Eircell by Vodafone, winning business added services into our core business. This consists of 36 from competitors. new dealing facilities and our own document services division, which can expand in line with our increased global presence.

USA In our first year as Computershare Investor Services, we The short and long-term outlook for the US stock have seen great progress. Acquisition of Merrill Lynch’s transfer industry is good. Current market trends, our employee plan business added three hundred clients and commitment to success and significant improvements % almost one million employee accounts. The acquisition of we have made in terms of quality, process and 5 American Securities Transfer and Trust in Denver brought technology ensure our growth strategy in the US in over eight hundred small capitalisation accounts. will remain on schedule. REVIEW OF OPERATIONS Document Services (CDS)

Now established with five facilities in four countries and producing in excess % of 250 million documents per year, 5 Computershare Document Services OF EXTERNAL REVENUE is positioned for global growth.

Overview In January 2001 Computershare purchased the remaining 50% share in Ci Limited and the new group now operates as Computershare Document Services (CDS). The previous vertical integration of this business with the share registry in the UK has proved to be a great success and we have adopted a similar model with the recently completed integration within our share registries in Australia and the US. CDS will also be fully integrated within our Canadian business in December 2001. As a result CDS will be located in four countries and five strategic 22 locations around the world, servicing the paper and electronic document needs for Computershare’s corporate clients as well as other key direct, commercial clients. CDS is able to provide an end-to-end service for clients. From design, document composition and computer programming, through to a wide range of distribution methods. These include high speed laser printing and intelligent mail processing, or alternatively delivery by e-mail, fax or online web presentment. Unlike the US where CDS has only recently become fully operational, the established operations in both the UK and Australia have contributed to our success in these countries. Of significance, CDS managed the document needs for the recent NRMA float by distributing over 3 million documents to 1.2 million policyholders. In the UK, CDS was instrumental in the large corporate actions and high profile jobs for Bradford and Bingley, Barclays/Woolwich and Friends Provident, resulting in 20 million documents for these three jobs alone, produced error free in a timely and secure manner. To provide an idea of scale, CDS produce, each month, around 20 million documents in Australia and up to 10 million documents in the UK. CDS has also undertaken capital investment in Australia to acquire the latest technology in high-speed laser printers. This has increased their capacity to produce well over 500,000 encoded cheques daily. To further improve service levels, CDS is finalising accreditation under ISO 9002 to provide further comfort for the end customer on both the integrity of the process and the level of service. As well as its vital role to service our client companies, CDS also offer other, commercial services that account for around 30% of total CDS revenue. In Australia they worked closely with a major energy supplier and developed the first online bill presentment payment through Australia Post’s Consolidated web site. This is now the largest web enabled bill presentment site in Australia. Similar commercial success can be found in the UK where CDS systems are linked to the Call Centre of one of Britain’s largest Computershare is alone in fully energy companies and automatically dispatch relevant documents integrating the printed communication needs of on a daily basis to their customers including CDS designed ‘welcome packs’ sent to new customers of the power company. issuers within its share 23 registry operations, providing The market in which CDS operates has been estimated at a seamless full service for A$500 billion annually. Given our goal of establishing a printing companies and their shareholders. and mailing presence in every country in which we operate, CDS is well positioned to take a significant slice of this enormous pie and provide global document solutions to its strong client base.

Total Revenue ($m) 2000 2001

Australia 40.1 43.1 United Kingdom 14.9 23.4

MARKET SUMMARY OUTLOOK Australia The electronic print and mail industry underwent a consolidation The outlook in the Australian market favors the organisations as the major providers, including CDS, increased their provision that can consolidate their offerings as a complete service, from of products and services in web enabled and on line transactional initial concept through to final delivery. The larger players, such services. CDS NSW completed the move into their new purpose as CDS, are leveraging off national and international experience built premises – with full security and the latest complete to ensure Australian customers receive the latest offerings service offerings. available worldwide.

United Kingdom The UK market generated substantial print, mail and imaging With the market demanding more enhanced service offerings, opportunities for the major industry players, allowing the CDS site and CDS ready to deliver it, the outlook for CDS is very positive. to further enhance it’s reputation for service quality. CDS was Our unique ability to service both the issuer and the commercial engaged for the production of several high profile jobs such as customer provides a unique platform to cross sell to our clients. Bradford & Bingley 12 million documents, Barclays/Woolwich By leveraging off the existing global production platform, we ensure 2 million documents and Friends Provident 6 million documents. CPU clients are the first to market with a proven product base. REVIEW OF OPERATIONS Plan Managers (CPM)

Despite slow downs in world economies and increased share price volatility, the global trend % to increasing ownership of shares by 3 individuals shows no sign of abating. OF EXTERNAL REVENUE Employee Share Plans (ESP’s) are an extremely efficient mechanism to enhance that process, as all employees can be offered the opportunity to ‘earn’ an ownership share of the business they work in. The growth in shares as part of household assets can be compared to the dramatic increase in widespread ownership of cars and houses over the last 100 years. However we are at the beginning of the share ownership cycle, and CPM is positioned right at its core.

Overview We are the largest ESP manager in the world, with over three million employees and 600 corporate clients. Our market share represents just over 30% in the UK, 50% in Australia and 20% in the US. 24 Computershare Plan Managers was formed in 2001 and combines the existing share plan business run within Computershare Investor Services with the newly acquired Employee Plan businesses in the US and UK. We are also currently introducing CPM into the South African market. By bringing these separate businesses together under a global structure we have harnessed the relative strengths of our systems, together with our specialist staff, to create a unique, globally coordinated, total plan management service. Our staff in each location are members of professional industry groups, and are actively involved in promoting the interests of widespread employee share ownership. In addition, we have provided valuable information to the Australian Federal Government as it forms new policy in the ESP area. Since the formation of Plan Managers we have been successful in winning significant new business in competitive tenders from multinational companies who understand the benefits that accrue through our global model and our end-to-end service offering. Over the coming months we believe there will be significant growth in this under serviced market. Existing plans are poorly serviced or coordinated badly through a range of different channels, and that leads major companies, increasingly, to look to outsourcing the management of their plans. Many other companies also find outsourcing preferable in the absence of in-house resources. Tax concessions in the US since 1972 have seen the number of employees participating in ESP’s grow from 250,000 to over eight million today. New concessions in the UK last year will see 900 London Stock Exchange listed companies reconstruct plans for over one million employees, enabling them to acquire up to $A20,000 pa worth of shares, tax free. The UK Government is expecting 1,750 companies to take advantage of the new concessions. These concessions are conditional on plans being offered to all employees. Australia also requires broad based A recent survey conducted in offerings to qualify for tax concessions, and both major political the UK with the top 350 FTSE parties are keen to enhance current concessions to a more listed companies revealed that internationally competitive level. 67% are planning to introduce 25 new plans under the All major locations are seeing more shares being offered to governments All Employee employees rather than options, as they create more durable Share Scheme (AESS). employee shareholder interest and motivation. These trends and fiscal initiatives will see a dramatic lift in both numbers of individuals and shares under management in ESP’s. New share owning democracies in Eastern Europe will also create significant new opportunities. We expect to secure an increasing number of major corporates around the world, as we promote our global, full service capability, building on the early success in attracting major international companies. Efforts will also be focused on delivery of this enhanced service to existing corporate clients, with appropriately enhanced fee structures, as well as marketing to new prospective clients who may be seeking a better solution. Our strong competitive edge and first mover advantage will provide opportunities to increase market share in all locations. We are very excited about the future of CPM. REVIEW OF OPERATIONS Plan Managers cont.

MARKET SUMMARY OUTLOOK MKT. SHARE Australia Six years ago 80% of the top 50 ASX listed companies Currently all sides of politics are keen to further offered share plans. Now over 80% of the top 350 listed enhance widespread and deeper levels of employee companies have at least one plan, and some of these ownership in Australia. We expect further tax and operate three types of plans. Many subsidiaries of regulatory concessions to encourage this process, multinationals run plans for their Australian employees, with details expected to become public as we who collectively employ more people than ASX listed approach the next Federal election at the end of companies. There are no other direct competitors in 2001. Australian companies are following % Australia at the moment offering the full range of international trends by providing shares and options 50 services to match CPM, and certainly no providers with as part of employee remuneration. Leading financial the global network. There are currently over 750,000 commentators are also enthusiastically endorsing employees participating in share plans, in respect of share plans as effective financial planning facilities. over $3 billion worth of shares. These factors lead us to expect the market will experience serious growth in line with North America and UK. United Kingdom The key event in the UK over the last year has been the We believe the market will continue to grow over introduction of the All Employee Share Ownership Plan the coming years. Share plans are high profile now (AESOP). The UK Government has recognised the role and there is clear government backing for effective employee share ownership can play in improving the equity incentives. The AESOP will provide increasing performance of UK companies. The new plan gives some opportunities to grow our client base. We also of the most generous tax breaks for share plans anticipate an increase in the number of companies anywhere in the world, and they have set a target of looking to outsource their own in-house share plan doubling the number of companies offering share plans administration service. We are optimistic both about to their employees. The equity incentives market the future growth prospects of the market and our is very buoyant, with an increasing number of companies ability to capitalise on that growth. % providing their employees with shares in one form or 30 26 another. More international companies are also looking at ways to provide shares to their overseas employees. CPM is ideally placed to benefit in this market. We have a significant client base already. We are able to administer all types of employee share plans and our international capability exceeds anything our competitors can provide. We are also at the leading edge of new technology for this market. USA There is a growing participation in employee plans, with Computershare is uniquely positioned to benefit more and more companies granting options to a broader from the continuing growth of employee incentive base of employees. Research indicates that companies schemes linked with the trend for companies to are continuing to issue broad based option plans despite outsource the resulting administration. rocky market conditions. Other studies are showing that % the granting of options to mid-level managers is 20 correlated to an increase in shareholder returns. This continues to present a tremendous opportunity for Computershare and its employee plan product line. Products and Services Overview

Services Overview DOCUMENT SERVICES (CDS) multi-function trading facilities to more than ten international exchanges. COMPUTERSHARE TECHNOLOGY Meeting Clients’ needs SERVICES (CTS) This service provides clients with the full SECURITIES MARKETS AUTOMATED benefits of our global presence. CDS’s RESEARCH TRAINING AND A global group of business and technology employees in Australia, US, Canada and SURVEILLANCE (SMARTS) experts who support our existing the U.K. operate at the forefront of proprietary share registry systems and Automated market regulator electronic document management to develop, design, enhance and implement SMARTS is a powerful market surveillance formulate a variety of communications new systems to support our global and information system that alerts solutions ranging from laser printing, strategy. authorities to any improprieties and assists intelligent mailing, communication design in ensuring a fair and efficient market. INVESTOR SERVICES (CIS) and electronic document delivery. CHAMP Expert management of company ANALYTICS SERVICES (CAS) registers Connects Australian participants Register analysis Legal and statutory obligations require to CHESS Computershare Analytics offers share companies to follow a set of rules for the CHAMP is a PC-based software system ownership and share trading analysis management of shareholder registers. Part that seamlessly connects our Australian services to listed companies in Australia, of this is to keep shareholders informed broking and institutional clients to the New Zealand, Asia and the United and where applicable, pay dividends and Australian Stock Exchange’s CHESS Kingdom. manage a range of other corporate events. settlement system. These tasks are usually performed by a INVESTOR CENTRE professional share registry, relieving a company of this burden and acting as the Product Overview Get information off the web Investor Centre allows investors in 27 first point of contact for shareholder COSMOS TECHNOLOGY inquiries. companies for whom Computershare acts The global system for the new century as share registrar / transfer agent to Computershare is the world’s largest COSMOS is Computershare’s new system obtain the latest information concerning share registry (termed ‘Stock Transfer infrastructure that will be the basis of all their shareholding, as well as daily stock Agent’ in North America), and the only future products. Already supporting a prices and graphs. Recent innovations global registrar. Over 5,000 staff, manage range of services, this client-server, include the ability for investors to obtain close to 69 million shareholder accounts object-oriented design enables a modular a portfolio view of their shareholdings and for 7,000 companies in eight international approach to system customisation. to instigate minor changes to the standing locations. COSMOS’ component-based client server details maintained by our share registry. Our impressive network of international technology and evolutionary functionality See www.computershare.com ensures a streamlined process, supporting operations offers clients efficient daily ISSUER ONLINE management of company share registers Computershare’s global registry plan. Obtains data without the expense of a and employee share plans, and assistance SCRIP in corporate actions such as floats, rights dedicated terminal issues, bonus issues, takeovers, mergers, The proven registry system Issuer Online is a web-based service that capital reconstructions and dividend SCRIP links to stock exchange settlement replaces the need for company personnel reinvestment plans. systems around the world and maintains to use a dedicated SCRIP terminal to up-to-date records of company registers in access their company register information. Other facilities offered include real-time. It handles everything from data management of company meetings, proxy entry, inquiries and reporting, through to EXEMPT MARKETS processing, mailing, document company meetings, employee share plans, Allows viewing of live bids and offers management, IPOs, demutualisation dividends, rights issues, bonus issues, Exempt markets enable companies to offer management and call centre services. floats and more. Its diverse functionality their shareholders some liquidity without PLAN MANAGERS (CPM) also allows for IVR, internet inquiry and taking on the full range of obligations that online updating. come with a stock exchange listing. Computershare Plan Managers was Computershare uses its ASTS stock AUTOMATED SECURITIES TRADING formed in 2001 and combines the existing exchange trading system to match buyers SYSTEM (ASTS) share plan business run within CIS with and sellers on exempt markets provided the newly acquired Employee Plan Making the trade happen for shareholders in companies that are businesses in the US and UK. CPM offers a ASTS is a trading system for global clients of our registry business in unique, globally co-ordinated total plan securities exchanges. Modelled on a high- Australia. management service. performance open platform, ASTS deploys multi-instrument, multi-currency, COMPUTERSHARE LIMITED Board of Directors

Alexander (Sandy) Stuart Murdoch Peter John Griffin Anthony Norman Wales DDA, BEc, ASA, ASIA B.Comm (Melb), ASIA FCA, FCIS Chairman, age 60 Deputy Chairman, age 61 Finance Director, age 57 Sandy Murdoch has been Chairman of Peter Griffin has been a member of the Tony has been an Executive Director Computershare since listing in 1994. Board since 1994. Peter has had over 35 since 1990 and prior to that was a His previous experience included five years experience in investment banking, Non-Executive Director. years with merchant bank Chase NBA both as a founding partner of one of the In his role as Finance Director, Tony has Group Limited in corporate finance and senior Australian stockbroking firms and played a pivotal role in managing the lending and twelve years as the Chief as Chief Executive of one of the leading company’s expansion from its days as Executive Officer of Linfox Transport Group. investment groups in Australia. Peter is a small Australian provider of bureau an active and involved member of the Sandy has an enthusiasm for the services to one of Australia’s largest and company, where he regularly attends and company that is evident through his most successful technology companies, participates in senior executive meetings. involvement with senior executives and spread throughout eight countries. His background, experience and staff throughout the world. He is an Tony has a detailed understanding of understanding of international markets active participant in senior executive the industry and, in his time as Finance are highly valued both at board level and meetings, and his wealth of knowledge Director, has played a major role in within the senior management and leadership skills are highly valued. negotiations and in the due diligence of Computershare. Sandy is also chairman of ERG Limited, process for all our major acquisitions 28 Peter also serves on the board of Just CPI Group Limited and Q-Vis Limited. throughout the period. Jeans Group Limited and Grand Hotel Company Ltd and is Director of Mark Edward Elliott Christopher John Morris N M Rothschild Australia Holdings Pty LLB, B.Comm (Melb), ASIA Managing Director, age 53 Limited group of companies. Executive Director, age 39 Chris Morris became Managing Director Mark Elliott joined Computershare in of Computershare in 1990, having been Penelope Jane Maclagan 1999 and was appointed as an Executive a founding member since the company’s BSc (Hons), DipEd Director to fill a casual vacancy on establishment in 1978. Chris has extensive Executive Director, age 49 5 January 2001. Mark continues with knowledge of the securities industry and Penny Maclagan was appointed to his responsibilities as the Chief Legal its user requirements from both a national the board as an executive director in Counsel for the Computershare Group and international perspective. He has May 1995. of Companies. applied this knowledge in constructing Throughout her career with Computershare and executing his vision for Computershare, He was previously a Partner at the Penny has been involved with all aspects and this is reflected in his successful international law firm, Minter Ellison, of technology support and development. management from its early formative and has practised in the corporate Her detailed understanding of our stages through the substantial growth and securities law area throughout technology and her sharp business skills in recent years. his professional career. and understanding of the securities He first became actively involved in industry, combine into a prodigious force Computershare when he co-ordinated that is used to the benefit of our the float of Computershare on the company. In her role as Managing Australian Stock Exchange in 1994. Director of Computershare Technology Services, Penny is responsible for Mark co-ordinates the internal planning, developing and executing and external legal resources and risk technology across the world in support management of Computershare of our global strategy. worldwide. 29

Board of Directors (L-R) Tony Wales, Penny Maclagan, Mark Elliott, Chris Morris, Sandy Murdoch and Peter Griffin COMPUTERSHARE LIMITED Divisional Heads and Global Principals

Corporate Computershare Computershare Plan Managers Finance Technology Services Barbara Hall North America Darryl Corney Carol Clough Global Australia Geoff Price Martyn Drake Australia Marketing United Kingdom Graham Staples Michael Gardner Greg Chrisp United Kingdom Global Stuart Irving North America Global Services Group Markets Technology Group Dudley Chamberlain Australia Peter Jessup Paul Conn Global North America Web Group Stuart Crosby David Smith 30 Chris Holleyoak United Kingdom Global

Share Registry and Computershare Analytics Transfer Agency Ian Matheson Hamish Gidley-Baird Global Australia Nick Dawson David Lee United Kingdom Hong Kong Neal Nemeroff Steve Rothbloom United States of America United States of America Mike Smith Computershare New Zealand Document Services Ed Stockdale United Kingdom Martin Garner United Kingdom Frik Vermaak South Africa Andrew Heard United States of America Russ Waterhouse Canada Gary Hunter Melbourne Trevor Watkins Ireland David Hynes Canada Wayne Newling Sydney Concise Financial Report

Table of contents Financial calendar Corporate Governance 30 August 2001 Statement 32 Announcement of result for the company’s Directors’ Report 34 2001 financial year 31 Statement of Financial 12 September Performance 38 Books close for final dividend Statement of Financial 28 September Position 39 Payment of final dividend Statement of Cash Flows 41 10 October Notes to the Financial Mailing of Annual Report Statements 42 8 November Directors’ Declaration 50 Annual General Meeting – Melbourne Independent Audit report 51 Office Locations 52 27 February 2002 Glossary 55 Announcement of result for the half year ending Shareholder information 56 31 December 2001 Corporate directory 57

The 2001 Concise Financial Report has been derived from Computershare Limited’s Financial Report 2001. The financial statements included in the Concise Financial Report cannot be expected to provide as full an understanding of Computershare Limited’s performance, financial position and financial and investing activities as provided by the Financial Report 2001. COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONCISE FINANCIAL REPORT 2001 Corporate Governance Statement

The Board of Directors is responsible for setting the Nomination Committee strategic direction of Computershare and ensuring it is properly managed and continuously improves The composition of the Board is reviewed annually by its performance so as to protect and enhance the Nominations Committee to ensure that the Board shareholders’ interests. The Board keeps its own has the appropriate expertise and experience. When processes under review and aims to achieve global a vacancy exists or where it is considered that the best practice in matters of corporate governance. Board would benefit from the services of a new To assist in the execution of its responsibilities, the director with particular skills the committee selects Board has established a number of Board Committees a panel of candidates. The Board then appoints the and a framework for the management of the most suitable candidate who must stand for Company. election at the general meeting of shareholders. The Nominations Committee is chaired by Sandy Murdoch and has two other members, being Peter The Board Griffin and Tony Wales. The Company presently has three non-executive directors, which includes the chairman, and three Remuneration Committee executive directors, ensuring independence and objectivity. Details of each present member of the The Board has a Sub Committee comprised of Board and their shareholdings are disclosed in the non-executive directors Sandy Murdoch, Peter Griffin Directors’ Report. and Tony Wales. The senior executive management of the Company, Board Committees comprising the founders and major shareholders, have specifically expressed the view that their The Board has created a number of committees remuneration should take some account of the including an Audit Committee, Nominations significant equity holding they have in the Company. 32 Committee and a Remuneration Committee. It is the With this background, the sub committee has allowed board’s policy that committees of the Board dealing remuneration for the personnel to be retained at a with corporate governance matters should be chaired rate below market level and at a level that does not by a non-executive director and have at least a fully recognise their significant contribution to the majority of the members being non-executive Company. directors. Any director or committee of the Board is entitled to obtain independent professional or other As a policy, the Company seeks to remunerate staff advice at the cost of the Company, unless the Board in line with market conditions and reflective of their determines otherwise, and is entitled to obtain such contribution. The Board is very keen to have as many resources and information from the Company, employees as possible with an equity holding in the including direct access to employees of and advisers Company. Many staff have been granted options over to the Company, as they may require. shares in the Company at various stages and the Board is keen to see the practice continue. It closely links Audit Committee the employees’ success with the company’s success. The directors believe that a significant contributing The principal functions of the Audit Committee factor in the success of the Company is the wide include reviewing and making recommendations to shareholding of staff facilitated by the option plan. the Board and assisting it in the discharge of its responsibilities in respect of compliance with statutory responsibilities relating to accounting policy Market Disclosure Policy and disclosure. It is responsible for assessing the The Company has a market disclosure policy. The adequacy of accounting, financial and operating primary objective of the policy is to ensure that price controls, reviewing the performance of the external sensitive information is communicated to the auditors and examining their evaluation of internal investment community in a uniform manner and that controls and management’s response. material information is not disclosed inadvertently. The audit committee is chaired by Tony Wales and Darryl Corney has been appointed the disclosure has two other members: Sandy Murdoch and Peter officer and is required to collate and, where Griffin. The managing director and the external appropriate, disclose share price sensitive auditors are invited to Audit Committee meetings at information. the discretion of the committee. The committee meets twice each year and on other occasions where circumstances require. Equity Participation by addition to these restrictions, the Code of Practice is Non-Executive Directors that directors and executives of the Computershare group may only buy or sell Computershare shares, The Board encourages non-executive directors to own after notifying the Chairman, in the four weeks shares in the Company. immediately following Computershare’s half year and full year financial results announcements and, if Annual Review relevant, any Annual General Meeting announcement. It is the Board’s policy that the Board should at least annually review the performance of the Board, the Shareholder Relations Company and management, and the allocation of the The Computershare shareholders are responsible for work of the Company between the Board and voting on the appointment of directors. The Board management. seeks to inform shareholders of all major developments affecting the Company by: Conflicts of Interest • Making available all periodic financial reports and announcements of material developments on the In the event that a potential conflict of interest may Computershare website – www.computershare.com arise, involved directors must withdraw from all • Submitting proposed major changes in the deliberations concerning the matter. They are not Company’s affairs to a vote of shareholders, permitted to exercise any influence over other Board as required by the Corporations Law members or receive relevant Board papers • An Annual General Meeting is held each year to enable shareholders to receive reports by the Board Ethical Standards of the Company’s activities. All shareholders who are unable to attend these meetings are The Company recognises the need for directors and encouraged to communicate issues or ask employees to observe the highest standards of questions by writing to the Company. 33 behaviour and business ethics when engaging in corporate activity. The Company seeks to maintain its reputation for integrity. The Board has adopted a code of ethics that sets out the principles and standards with which all officers and employees are expected to comply in the performance of their respective functions. A key element of that code is the requirement that officers and employees act in accordance with the law and with the highest standards of propriety. The code and its implementation are to be reviewed each year. A copy of the code of ethics is available to shareholders on request.

Identification and Management of Significant Business Risk The Board and senior management identifies the significant areas of potential business and legal risk. The identification, monitoring and, where appropriate, the reduction of significant risk to the Company are highlighted in the bi-annual business plan presented to the Board by the managing director. The Board reviews and approves the parameters under which such risks will be managed before adopting the business plan.

Code of Practice for Buying and Selling Computershare Securities The freedom of directors and executives to deal in Computershare’s securities is restricted in a number of ways – by statute, by common law and by the requirements of the Listing Rules of the ASX. In COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONCISE FINANCIAL REPORT 2001 Directors’ Report

The Board of Directors of Computershare Limited has Principal Activities pleasure in submitting its report in respect of the financial year ended 30 June 2001. The principal activities of the consolidated entity during the course of the financial year were the operation of a computer bureau, operation of share Directors registries, including the administration of employee The names of the directors in office at the date of this share and option plans, and the provision of software report are: specialising in share registry, financial and stock • A.S. Murdoch (Chairman) markets. The Group also offers corporate trust • C.J. Morris (Managing Director) services and acts as trustee for clients’ debt offerings • M.E. Elliott in certain markets. • P.J. Griffin Computershare is a registered securities transfer • P.J. Maclagan agent. In addition, certain subsidiaries are Trust • A.N. Wales companies who‘s charters include the power to The qualifications, experience and responsibilities of accept deposits primarily acting as an escrow and directors are outlined on page 28 of the Report to paying agent on behalf of customers. In certain Shareholders – 2001. jurisdictions the Group is subject to regulation by certain federal and state agencies and undergoes Directors’ Interests periodic examinations by those regulatory agencies. There were no other significant changes in the nature of At the date of this report, the direct and indirect the activities of the consolidated entity during the year. interests of the directors in the shares of the company are: Consolidated Profit Name Number of options Number of Ordinary Shares The consolidated profit of the consolidated entity 34 M.E. Elliott 3,000,000 1,000,000 for the financial year was $38,734,474 after income P.J. Griffin – 2,250,000 tax and outside equity interests. This represents a 1% improvement on the 2000 result of $38,192,143. P.J. Maclagan – 16,245,525 Consolidated profit of the consolidated entity for C.J. Morris – 53,322,542 the financial year excluding non recurring items was $54,915,845 after income tax and outside equity A.S. Murdoch – 609,800 interests. This represents a 44% improvement on A.N. Wales – 32,592,384 the 2000 results of $38,192,143.

Dividends Directors’ Meetings The following dividends of the consolidated entity The number of meetings of the Board of Directors have been paid, declared or recommended since (and of Board committees) and the number of the end of the preceding financial year: meetings attended by each of the directors during the • A final ordinary dividend of half a cent per share financial year are: amounting to $2,688,067 fully franked in respect Audit Nomination Remuneration of the year ended 30 June 2000 was paid on Directors’ Committee Committee Committee Meetings Meetings Meetings Meetings 29 September 2000. AB AB AB AB • An interim ordinary dividend of half a cent per share amounting to $2,717,635 fully franked in respect A.S. Murdoch88441111 of the year ended 30 June 2001 was paid on M.E. Elliott 4 4 – – – – – – 28 March 2001. • A final dividend recommended by the directors P.J. Griffin 8 8 4 4 1 1 1 1 of the company in respect of the year ended P.J. Maclagan 8 8 – – – – – – 30 June 2001, to be paid on 28 September 2001, is an ordinary dividend of half a cent per share C.J. Morris 8 8 – – – – – – amounting to $2,738,062 fully franked. J.P. Shergold 7 7 3 3 1 1 1 1 A.N. Wales 7 8 3 4 – – – –

A Number of meetings attended B Number of meetings held during the time the director held office during the year. Review of Operations preferred provider of registry services in the upcom- ing privatisation process in South Africa, evidenced The group has recorded an operating profit before by our recent appointment by Telkom SA. tax and non-recurring items of $90.9m for the year • Signed our largest ASTS transaction with ICAP plc ended 30 June 2001 (2000: $62.5m). The result was (formerly Garban Intercapital). achieved on revenue of $754.3m (2000: $408.4m). • Agreement with Pacific Exchange (PCX) to develop Before non-recurring items the group’s earnings an electronic, screen based trading system for before interest, tax, depreciation and amortisation equity options and other derivatives. Development (EBITDA) increased by 65% to $151.6m (2000: costs of approximately $2.3m related to this project $91.7m). A comparison to the prior year demonstrates have been expensed in the 2001 financial year. the continuing growth of the business in the past • The move to 100% interest in the Ci Group (now 12 months: called Computershare Document Services ‘CDS’). A major focus across the business was to increase CDS is a major service provider to Computershare operating efficiencies as the revenue base grew. registry businesses and is a leading provider of The following cost control initiatives were undertaken electronic documents to the Australian and UK in 2001: markets with services ranging from laser printing, • A reduction in US staff numbers representing intelligent mailing, scanning, communication design annual savings of A$5m and expenditure of A$3.7m and electronic delivery. to enable our US print & mail facility to reduce • City Watch, the United Kingdom’s leading provider out-sourced work and take on external business. of ownership data for UK equities, was purchased The second half saw the US return a positive from Reuters as part of Computershare‘s global EBITDA result with the margins expected to grow expansion of the Analytics business. as a result of the initiatives undertaken. • Acquired Financial Data Concepts (FDC) in the USA • Set up of a state of the art centralised call centre in to complete Analytics’ global coverage strategy. Melbourne at a cost of A$1.3m, resulting in savings In the opinion of the directors there were no other 35 in state-based administration costs in future years. significant changes in the affairs of the consolidated • Ongoing technology development in preparation of entity during the financial year under review that are the roll out of SCRIP software in Hong Kong, not otherwise disclosed in this report or the Canada and the United States. In North America consolidated accounts. approximately A$30m per annum is currently spent on third party system providers. The implementation of SCRIP in this marketplace Significant Events After Year End will result in significant cost savings. No matter or circumstance has arisen since the end • Changes in the South African market through of the financial year which is not otherwise dealt with the introduction of STRATE have resulted in staff in this report or in the consolidated financial reductions and an overhaul of the business to meet statements, that has significantly affected or may the challenges of a new electronic settlement significantly affect the operations of the consolidated system. entity, the results of those operations or the state of affairs of the consolidated entity in subsequent Significant Changes in the State of Affairs financial years. Significant changes in the affairs of the consolidated entity during the financial year, which are reported in Likely Developments And Future Results the consolidated financial statements were: The directors remain confident of the consolidated • Acquired the Employee Stock Purchase Plan (ESPP) entity’s immediate future. The consolidated entity will administration business from Merrill Lynch and continue to pursue its policy of increasing its market entered into a strategic alliance with Merrill Lynch share through expansion into local and overseas to facilitate expansion of Computershare’s service markets during the next financial year. Further details capabilities in the USA. can be found in the press release which accompanied • Increased interest in Central Registration Hong the ASX Appendix 4B announcement. Kong from 50% to 100%. This business services companies representing 60% of market capitalisation in Hong Kong and continues to deliver excellent results. • Acquired RPC Plan Managers in Australia as part of the employee plan business global strategy. • Secured a strategic partner in South Africa, Union Alliance Holdings Ltd, with this group acquiring a 15% interest in Computershare South Africa. This transaction positions Computershare as a COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONCISE FINANCIAL REPORT 2001 Directors’ Report cont.

Share Options Details of options granted to directors or relevant officers as part of their remuneration are set out in the section of this report headed Directors’ and Officers’ Remuneration. Details of shares under option, or issued during or since the end of the financial year due to the exercise of an option, are set out in Note 19 to the financial statements and form part of this report. The names of the employees who currently hold options are entered in the Register of Options kept by the company pursuant to section 170 of the Corporations Act 2001. The register may be inspected free of charge.

Directors’ and Officers’ Remuneration Remuneration of directors and senior executives of the company is established by the Remuneration Committee. Remuneration is determined as part of an annual performance review, having regard to market factors and a performance evaluation process. For executive directors and officers, remuneration packages generally comprise salary and superannuation. Executives are also provided with longer-term incentives through the employee share ownership and option schemes, which act to align the executives’ actions with the interests of the shareholders. The Board meets annually to review its own performance. The senior executive directors are responsible for evaluating the performance of the Chief Executive, who in turn evaluates the performance of all other senior executives. Details of remuneration provided to directors and the five most senior executive officers of the consolidated entity for the year ended 30 June 2001 are as follows: Base Directors Other Options Salary Fee Superannuation Bonus Benefits Total granted during $$$$$$the year 36 Directors A.S. Murdoch – 105,000 10,500 – – 115,500 – M.E.Elliott* 358,000 – 35,800 – 62,354 456,154 – P.J. Griffin – 82,501 8,250 – – 90,751 – P.J. Maclagan 323,000 – 45,500 – – 368,500 – C.J. Morris 385,000 – 38,500 – – 423,500 – J.P. Shergold – 62,468 6,247 – – 68,715 – A.N. Wales 335,000 – 33,500 – 11,739 380,239 – Officers S. Rothbloom 557,932 – 5,576 204,575 144,170 912,253 – R. Waterhouse 557,932 – – 223,173 – 781,105 – J. Leiper 575,056 – 23,752 – – 598,808 E. Stockdale 400,727 – – 16,327 27,393 444,447 – A.H. Gidley-Baird 300,194 – 24,016 – 11,739 335,949 –

* full year remuneration Indemnification of Officers During the period, the company paid an insurance premium to insure directors and officers of the company and its controlled entities against liability. The directors of the company are as detailed earlier in the report and the contract also covers all executive officers and directors and executive officers of controlled entities. Disclosure of the amount of insurance premium payable and a summary of the nature of liabilities covered by the insurance contract is prohibited by a confidentiality clause in the contract.

Rounding of Amounts The parent entity is a company of the kind specified in the Australian Securities and Investments Commission class order 98/0100. In accordance with the class order, amounts in the consolidated financial statements and the Directors’ report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise. Signed in accordance with a resolution of the directors.

A. S. Murdoch C. J. Morris Chairman Director 18 September 2001

37 COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONCISE FINANCIAL REPORT 2001 Statement of Financial Performance for the year ended 30 June 2001

Consolidated Parent entity 2001 2000 2001 2000 $000 $000 $000 $000 Revenues: Sales revenue 724,613 394,864 2,135 40,051 Other revenues from ordinary activities 29,705 13,500 29,703 40,829 Total revenue 754,318 408,364 31,838 80,880

Expenses: Direct services 545,219 276,482 3,159 27,131 Technology development 41,591 30,779 – 5,718 Corporate services 11,731 9,976 11,731 9,976 Depreciation and amortisation 46,318 25,997 2,257 3,376 Borrowing costs 14,402 3,193 13,302 1,288 Net foreign exchange loss on hedges – – 8,560 776 Net foreign exchange loss on other financial instruments 397 – 397 – Write down investment in E*Trade (‘ETR’) 21,264 – 21,264 – Total expenses 680,922 346,427 60,670 48,265

38 Share of net profit of associates accounted for using the equity method 2,383 571 – –

Profit/(loss) from ordinary activities before income tax expense 75,779 62,508 (28,832) 32,615

Income tax (expense)/benefit relating to ordinary activities (33,695) (21,906) 2,402 (8,024)

Net profit/(loss) 42,084 40,602 (26,430) 24,591

Net profit/(loss) attributable to outside equity interests 3,350 2,409 – –

Net profit/(loss) attributable to members of the parent entity 38,734 38,193 (26,430) 24,591 Net exchange difference on translation of financial report of self-sustaining foreign operations 29,599 1,650 – – Total revenues, expenses and valuation adjustments attributable to members of the parent entity recognised directly in equity 29,599 1,650 – – Total changes in equity other than those resulting from transactions with owners as owners 68,333 39,843 (26,430) 24,591

Basic earnings per share (cents per share) 7.2 7.5 Diluted earnings per share (cents per share) 7.2 7.5

This statement should be read in conjunction with discussion and analysis included in the Directors’ Report Statement of Financial Position as at 30 June 2001

Consolidated Parent entity 2001 2000 2001 2000 $000 $000 $000 $000 Current Assets Cash assets 66,276 47,764 9,497 19,215 Receivables 160,927 121,445 1,456 7,670 Other financial assets 152 12 – – Inventories 5,218 3,485 – – Other 11,507 9,804 1,445 604 Total Current Assets 244,080 182,510 12,398 27,489

Non-current Assets Receivables 709 74 389,366 190,485 Investments accounted for using equity method – 38,454 – – Other financial assets 8,096 28,065 210,637 209,590 Property, plant & equipment 118,878 90,765 5,389 9,735 Deferred tax assets 27,615 10,526 11,277 1,248 Intangibles – goodwill 502,473 308,864 – – Intangibles – other 2,143 187 344 190 Total Non-Current Assets 659,914 476,935 617,013 411,248 39 Total Assets 903,994 659,445 629,411 438,737

Current Liabilities Payables 98,316 76,480 33,512 4,935 Interest bearing liabilities 2,486 2,798 1,863 1,372 Tax liabilities 38,442 18,742 3,592 5,211 Other provisions 25,894 25,237 3,542 3,242 Other – deferred settlement on acquisition 22,156 59,822 – – Total Current Liabilities 187,294 183,079 42,509 14,760

Non-current Liabilities Interest bearing liabilities 230,130 85,691 228,419 62,967 Deferred tax liabilities 6,699 1,534 3,139 377 Other provisions 6,345 3,140 263 228 Other – deferred settlement on acquisition 624 – – – Total Non-Current Liabilities 243,798 90,365 231,821 63,572 Total Liabilities 431,092 273,444 274,330 78,332

Net Assets 472,902 386,001 355,081 360,405 COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONCISE FINANCIAL REPORT 2001 Statement of Financial Position cont. as at 30 June 2001

Consolidated Parent entity 2001 2000 2001 2000 $000 $000 $000 $000 Equity Contributed equity 354,603 328,022 354,097 327,516 Reserves 30,778 1,411 545 545 Retained profits 83,993 50,733 439 32,344 Parent entity interest (a) 469,374 380,166 355,081 360,405 Outside equity interest (a) 3,528 5,835 – – Total Equity 472,902 386,001 355,081 360,405

Members of the Parent entity Outside Equity Interests 2001 2000 2001 2000 $000 $000 $000 $000 (a) Interest in the equity of the consolidated entity: Contributed equity 354,603 328,022 – 1,827 Reserves 30,778 1,411 (106) (75) Retained profits 83,993 50,733 3,634 4,083 Total Interest in Equity 469,374 380,166 3,528 5,835

This statement should be read in conjunction with discussion and analysis included in the Directors’ Report 40 Statement of Cash Flows for the year ended 30 June 2001

Consolidated Parent entity 2001 2000 2001 2000 $000 $000 $000 $000 Cash Flows From Operating Activities Receipts from customers 713,325 365,201 19,266 39,135 Payments to suppliers and employees (603,063) (293,403) (12,419) (20,510) Dividends received 3,603 2,173 – 10,667 Interest paid and other costs of finance (13,598) (3,090) (13,056) (1,169) Interest received 3,850 4,433 626 2,719 Australian net GST paid (5,541) – 1,821 – Income taxes paid (30,297) (20,207) (5,222) (8,035) Net operating cash flows 68,279 55,107 (8,984) 22,807

Cash Flows From Investing Activities Purchase of controlled entities (59,294) (183,276) – – Purchase of businesses (40,362) – – – Investment in subsidiaries – – (19,421) (124,014) Investment in associated entities – (38,936) – – Investment in listed entities (2,576) (4,728) (2,576) (4,469) Investment in unlisted entities (1,823) (1,147) – – Payments for property, plant and equipment (43,301) (56,087) (223) (1,808) Security deposit on premises (1,200) – (1,200) – 41 Loans granted to other entities (264) (829) – – Loans granted to controlled entities – – (148,980) (117,420) Loan repayments received 23 – – – Proceeds from sale of property, plant and equipment 1,994 266 3,159 6 Proceeds from sale of property, plant and equipment to related entity – – 4 – Proceeds from sale of SUMMIT 6,653 – – – Proceeds from sale of investments 3,685 2,868 – – Other – (965) – – Net investing cash flows (136,465) (282,834) (169,237) (247,705)

Cash Flows From Financing Activities Proceeds from issues of shares 8,581 208,265 8,581 208,265 Proceeds from borrowings 215,861 82,982 215,861 62,000 Repayment of borrowings (72,266) (38,423) (50,500) (28,700) Loans from controlled entities – – 1,107 777 Dividends paid (5,406) (5,038) (5,406) (5,038) Repayment of finance leases (2,630) (2,864) (1,140) (1,429) Other – settlement of deferred acquisition – Canada (59,822) – – – Other (518) 815 – – Net financing cash flows 83,800 245,737 168,503 235,875

Net increase/(decrease) in cash held 15,614 18,010 (9,718) 10,977 Cash at the beginning of the financial year 47,533 29,168 19,215 8,238 Exchange rate variations on foreign cash balances 2,306 355 – – Cash at the end of the financial year 65,453 47,533 9,497 19,215

This statement should be read in conjunction with discussion and analysis included in the Directors’ Report COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONCISE FINANCIAL REPORT 2001 Notes to the Financial Statements for the year ended 30 June 2001

1. Statement of Significant Income tax Accounting Policies The financial statements apply the principles of tax- effect accounting. The income tax expense in the Statement of Financial Performance represents tax on Basis of accounting the pre-tax accounting profit adjusted for income and The financial statements have been prepared as expenses never to be assessed or allowed for tax- a general purpose financial report which complies ation purposes. The provision for deferred income with the requirements of the Corporations Act 2001, tax liability and the future income tax benefit include Australian Accounting Standards, other authoritative the tax effect of differences between income and pronouncements of the Australian Accounting expense items recognised in different accounting Standards Board and Urgent Issues Group Consensus periods for book and tax purposes, calculated at the tax Views. The accounting policies used are consistent rates expected to apply when the differences reverse. with those adopted in the previous year. The directors have elected under Section 334(5) of the Corporations The benefit arising from estimated carry forward Act (2001) to apply Accounting Standard AASB tax losses is recorded as a future income tax benefit 1041 – ‘Revaluation of Non-Current Assets (Revised only where realisation of such benefit is considered 2001)’ for the financial year ended 30 June 2001. to be virtually certain. The benefit arising from timing The financial statements have also been prepared differences is recorded as a future income tax in accordance with the historical cost convention and benefit where realisation of such benefit is beyond do not take account of changes in either the general reasonable doubt. purchasing power of the dollar or in the prices of No provision is made for withholding tax on unremitted specific assets except for certain assets which, earnings of applicable foreign incorporated controlled where noted, are at valuation. entities as there is currently no intention to remit these earnings to the parent entity. Principles of consolidation The consolidated financial statements include the Inventories 42 financial statements of the parent entity, Inventories are valued at the lower of cost and Computershare Limited, and its controlled entities, net realisable value. Cost is assigned on a first-in referred to collectively throughout these financial first-out basis. statements as the ‘Consolidated entity’. Prepaid inventory is recorded at cost and is bought All inter-entity balances and transactions have been on behalf of the Company’s clients. As the inventory eliminated. Where an entity either began or ceased to is used, the costs are billed. be controlled during the year, the results are included only from the date control commenced or up to the date control ceased. Recoverable amount of non-current assets All non-current assets are reviewed at least annually Financial statements of foreign controlled entities to determine whether their carrying amounts require presented in accordance with overseas accounting write down to recoverable amount. Recoverable principles are, for consolidation purposes, adjusted amounts for all non-current assets are determined to comply with group policy and generally accepted using net cash flows that have not been discounted accounting principles in Australia. to present values.

Foreign currency transactions Property, plant & equipment Foreign currency transactions are converted to The amounts at which property, plant and equipment Australian dollars at exchange rates approximating are stated in these financial statements are regularly those in effect at the date of each transaction. reviewed. Where revaluations are made they are Amounts payable and receivable in foreign currencies based on reports by independent valuers. at balance date are converted to Australian dollars at the average of the buy and sell rates available on the The gain or loss on disposal of revalued assets is close of business at balance date. Revaluation gains calculated as the difference between the carrying and losses are brought to account as they occur. amount of the asset at the time of disposal and the The financial statements of all foreign operations are proceeds on disposal and is included in the profit and translated using the current rate method as they are loss of the consolidated entity in the year of disposal. considered self-sustaining. Any related revaluation increment in the asset revaluation reserve at the time of disposal is Exchange differences relating to monetary items are transferred to retained earnings. included in the Statement of Financial Performance, as exchange gains or losses, in the period when Depreciation the exchange rates change. Where the exchange Items of property, plant and equipment, excluding difference relates to hedging part of the net freehold land and leasehold plant and equipment, investment in a self-sustaining foreign operation are depreciated on a straight line basis at rates the exchange difference is transferred to the foreign calculated to allocate their cost or valuation, less currency translation reserve on consolidation. estimated residual value, against revenue over their The liability is only recognised where there is little or estimated useful life. Additions and disposals are no discretion to avoid payments to other parties in depreciated for the period held in the year of settlement of costs of the restructuring and a reliable acquisition or disposal. Depreciation expense has estimate of the amount of the liability as at the date been determined based on the following rates of of acquisition can be made. depreciation – Buildings (2.5% per annum), Plant and Revisions in the estimated amount of restructuring Equipment (10% to 50% per annum), Fixtures and costs which are recognised as a liability as at the date Fittings (13% to 50% per annum) and Motor Vehicles of acquisition are accounted for by adjusting the (15% to 40% per annum). amount of the liability and the amount of goodwill. These adjustments are made in the reporting period Investments in which the revision in the estimate occurs. Controlled entities Consequential adjustments to reflect the cumulative The investments in the controlled entities are carried effect of revisions on the amount of amortisation of in the company’s financial statements at the lower of goodwill are recognised in the Statement of Financial cost and recoverable amount. Dividends are brought Performance in the reporting period in which the to account in the Statement of Financial Performance revision in estimate occurs. when they are proposed by the controlled entities. Purchased goodwill is amortised on a straight line Associated entities basis over the period during which the benefits are Interests in material associated entities are brought to expected to arise. These periods have been account using the equity method. Under this method individually assessed on an entity by entity basis and the investment in associates is initially recognised at vary between 5 to 20 years from the date of gaining its cost of acquisition and its carrying value is control. The unamortised balance of goodwill is subsequently adjusted for increases or decreases in reviewed at each balance date and charged to profit the investor’s share of post-acquisition results and and loss to the extent that applicable future benefits reserves of the associate. The investment in associated are no longer probable. entities is decreased by the amount of dividends 43 received or receivable. Investments in associates are Employee entitlements carried at the lower of cost and recoverable amount in Provision has been made in the financial statements the accounts of the parent entity. for benefits accruing to employees in relation to Other financial assets annual leave, long service leave, workers compens- All other investments are carried in the accounts at ation and vested sick leave. No provision is made for the lower of cost or recoverable amount. Dividend non-vesting sick leave as the anticipated pattern of income is brought to account when declared. future sick leave taken indicates that accumulated non-vesting sick leave will never be paid. Leases All on-costs, including payroll tax, workers’ compen- Assets acquired under finance leases are capitalised sation premiums and fringe benefits tax are included and amortised over the life of the relevant lease, or in the determination of provisions. Vested sick leave, where ownership is likely to be obtained on expiration annual leave and the current portion of long service of the lease, over the life of the asset. Lease payments leave are measured at their nominal amounts. are allocated between interest expense and reduction in the lease liability. The non-current portion of the long service leave provision is measured at the present value of Operating lease assets are not capitalised and rental estimated future cash flows, discounted by the payments are charged as against operating profit in interest rate applicable to Commonwealth the period in which they are incurred. Government securities maturing in the period the liability is expected to fall due. A 4% per annum rate Software development costs of increase in employee wage and salary rates was Internally developed software and related costs are assumed in the present value calculations. expensed in the year in which they are incurred. Retirement benefits Goodwill Contributory superannuation and pension plans On acquisition of a controlled entity, the difference exist to provide benefits for the consolidated entity’s between the purchase consideration plus incidental employees and their dependents on retirement, expenses and the fair value of identifiable net assets disability or death. The plans are accumulation plans. acquired is initially brought to account as goodwill or The employee sponsors contribute to the plans at discount on acquisition. varying rates of contribution depending on the employee classification. The contributions made In establishing the fair value of the identifiable net to the funds by group entities are charged assets acquired, a liability for restructuring costs is against profits. only recognised at the date of acquisition where there is a demonstrable commitment and a detailed plan. COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONCISE FINANCIAL REPORT 2001

Employee share and option ownership schemes Provision for doubtful debts is recognised to the Certain employees are entitled to participate in share extent that recovery of the outstanding receivable and option ownership schemes. No remuneration balance is considered less than likely. Any provision expense is recognised in respect of employee shares established is based on a review of all outstanding and options issued. amounts at balance date. Forward currency exchange contracts are initially Operating revenue recognised as either an asset or liability, at an amount Sales revenue comprises registry and bureau revenue, equal to the premium or discount on the forward sale of software licences and associated currency exchange contracts. The assets and development, installation and maintenance fees (net liabilities recognised are subsequently remeasured by of returns, discounts and allowances) and document reference to exchange rates at balance date. The gain processing services. Registry and bureau revenue or loss on remeasurement is brought to account in includes all revenue earned on the provision of regular the Statement of Financial Performance unless the services to customers, primarily fixed monthly contracts are entered to hedge anticipated future maintenance fees and transaction processing fees. transactions, in which case the gain or loss is Additionally, sales revenue includes all associated deferred and included in the initial measurement revenue earned from managing various client of the anticipated item being hedged. corporate actions, such as capital raisings, demutualisations and takeovers, which occur The premium or discount on the forward currency periodically. Revenue derived from both sources exchange contracts is amortised over the period of sales revenue includes variable margin income of the contracts, unless the contracts are entered to earned on administered funds, including Save As hedge anticipated future transactions, in which case You Earn Schemes. the premium or discount is included in the initial measurement of anticipated items being hedged. In relation to the recognition of any profits and losses on the corporate actions which span reporting Bank deposits and loans are carried at cost. Interest 44 periods, where they can be reliably measured, revenue is recognised on an effective yield basis. revenue and expenses arising from the project are Other investments, including equity interests in non- recognised in the Statement of Financial Performance subsidiary, non-associated corporations are included by reference to the stage of completion of the project in investments at the lower of cost or recoverable as at balance date. amount. Dividend income is brought to account when Software licence sales and associated development, declared. installation and maintenance fees are recognised in accordance with written customer agreements so Hedge accounting as to match revenue with expenses. The economic entity applies the principles of hedge accounting as set out in the relevant Australian Other revenue includes interest income on short-term Accounting Standards and UIG pronouncements, deposits controlled by the economic entity, royalties using both interest rate and foreign currency swaps and dividends received from other persons. and options. To the extent that hedging instruments are required to be marked to market and become Insurance recoveries ineffective as a hedge of the intended risk all gains The consolidated entity recognises amounts and losses are recognised immediately in the receivable under its insurance policies, net of any Statement of Financial Performance. relevant excess amounts, upon indemnity being acknowledged by the insurers. Restatement of Comparative Information The consolidated entity has adopted the presentation Financial instruments included in equity and disclosure requirements of Accounting Standards Ordinary share capital bears no special terms or AASB 1018 ‘Statement of Financial Performance’, conditions affecting income or capital entitlements AASB 1034 ‘Financial Report Presentation and of the shareholders. Disclosure’ and AASB 1040 ‘Statement of Financial Position’ for the first time in the preparation of this Financial instruments included in liabilities financial report. In accordance with the requirements Loans are recognised when issued at the amount of these Standards, comparative amounts have of the net proceeds received, with any premium or been reclassified in order to comply with the new discount on issue amortised over the period to presentation format. The reclassification of comparative maturity. Interest is recognised as an expense on amounts has not resulted in a change to the an effective yield basis. aggregate amount of current assets, non-current assets, current liabilities, non-current liabilities or Financial instruments included in assets equity, or the net profit/loss of the company or Trade debtors are initially recorded at the amount consolidated entity as reported in the prior year of the contracted sale proceeds. financial report. Consolidated Parent entity 2001 2000 2001 2000 $000 $000 $000 $000 2. Operating Profit a) Profit from ordinary activities is after crediting the following revenues: Sales revenue Rendering of services 724,613 394,864 2,135 40,051

Other revenues Net foreign exchange gains 692 149 – – Dividends received from: other persons 214 420 – – controlled entity – – – 10,667 Net gains on scheme administration 6,649 3,959 – – Interest received from: other persons 3,663 4,974 273 3,042 controlled entities – – 15,473 3,153 Rent received 4,598 2,000 – – Licence fees received from controlled entities – – 4,780 1,742 45 Other fees received from controlled entities – – 5,993 500 Gross proceeds from the sale of: Property, plant & equipment 1,970 266 4 6 Investments 3,689 – – – SUMMIT (refer note 2(b)) 6,653 – – – Non-current assets to controlled entities – – 3,159 – Trust distribution from controlled entities – – – 21,582 Other revenue items in total 1,577 1,732 21 137 Total other revenues 29,705 13,500 29,703 40,829 754,318 408,364 31,838 80,880 Share of net results of associates 2,383 571 – – Total revenues 756,701 408,935 31,838 80,880

Profit from ordinary activities is after charging the following expenses: Depreciation and amortisation Depreciation of property, plant and equipment 18,131 14,656 268 1,950 Amortisation of: – Leased assets 1,295 1,748 967 1,349 – Leasehold improvements 874 42 16 16 – Establishment costs 5 85 – – – Software development costs – 1,289 – – – Premium on forward exchange contract 1,006 61 1,006 61 – Goodwill 25,007 8,116 – – Total depreciation and amortisation 46,318 25,997 2,257 3,376 COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONCISE FINANCIAL REPORT 2001

Consolidated Parent entity 2001 2000 2001 2000 $000 $000 $000 $000 Borrowing costs Interest paid to other persons 11,630 2,242 10,931 665 on finance leases 433 622 173 265 to controlled entities – – 43 29 Exchange loss on refinancing of foreign currency loans 1,277 – 1,277 – Loan facility fees 1,062 329 878 329 Total borrowing costs 14,402 3,193 13,302 1,288

Other operating expense items Operating lease rentals1 19,373 10,772 2,633 2,453 Provision for employee entitlements 4,360 1,394 265 463 Net charge to provision for doubtful trade debts 1,667 2,730 – 604 (Profit) on disposal of investments (427) – – – Expense from sale of: Plant and equipment 1,630 703 – –

46 Plant and equipment to controlled entity – – 3,159 – Investments 3,262 – – – (Profit)/loss on sale of property, plant and equipment (340) 437 (4) (6)

1 Operating lease rentals includes contingent rentals of approximately $514,000.

b) Significant Items Revenues: Computershare Technology Services Pty. Limited sold the SUMMIT broker/client accounting system to Wilco International (a wholly owned subsidiary of Automatic Data Processing Inc.) for a net gain of $6,155,033 (after tax $4,062,324). Since the sale of SUMMIT to Wilco in February 2001, Computershare Limited has ceased to be a significant technology provider to E*Trade Australia Limited (‘ETR’). As a consequence, the significance of the Computershare Limited shareholding in ETR has shifted from being strategic to passive. Expenses: As at 30 June 2001, Computershare Limited held 9,361,250 shares (12.67%) in the issued capital ETR. The historical cost of the investment is approximately $26,880,423. As required by the Accounting Standards the Board of Computershare Limited has reviewed the recoverable amount of its investment and concluded that a write-down in the value of the investment was appropriate. The results for the year ended 30 June 2001 reflect a pre tax write-down of $21,263,673 (after tax $20,243,673). After this write-down the carrying value of the investment is now $5,616,750 at $0.60 per share. In accordance with Australian Accounting Standards the write down of the investment in ETR has only been partially tax effected. Computershare believe that in future periods it will generate sufficient capital gains to offset the write-down. However, at present, this is not virtually certain. In the event that gains are generated in future, the loss arising from the write-down will be tax effected and a favourable adjustment booked. In the results for the year ended 30 June 2001, the additional tax expense incurred by not fully tax effecting the write-down is $6,208,000. Consolidated Parent entity 2001 2000 2001 2000 $000 $000 $000 $000 3. Income Tax The difference between income tax expense provided in the financial statements and the prima facie income tax expense is reconciled as follows: Operating profit/(loss) 75,779 62,508 (28,832) 32,615

Prima facie income expense/(benefit) tax thereon at 34% (2000: at 36%) 25,765 22,503 (9,803) 11,741 Tax effect of permanent differences: – Amortisation of goodwill not deductible 4,084 1,967 – – – Research and development allowance (823) (449) – (178) – Depreciation not deductible 311 354 7 7 – Non deductible provisions 314 561 – – – Benefit of timing difference on ETR not booked 6,208 – 6,208 – – Recoupment of tax losses not previously booked (106) (1,893) – – – Benefit of tax losses not brought to account 61 897 – – – Foreign tax credits from controlled entity – – – (191) 47 – Franked dividend from controlled entity – – – (3,840) – Other 881 527 184 151 Prior year tax (over)/under provided (752) (510) 31 241 Restatement of deferred tax balances due to income tax rate changes 303 292 971 93 Effect of different tax rates on overseas income: – Canada 1,784 444 – – – Other (4,335) (2,787) – – Income tax expense/(benefit) on operating profit/(loss) 33,695 21,906 (2,402) 8,024

As at 30 June 2001, companies within the consolidated entity had estimated unconfirmed unrecouped income tax losses of $3,135,000 (2000: $6,091,000) available to offset against future years’ taxable income. The benefit of these losses has not been brought to account as realisation is not virtually certain. The benefit will only be obtained if: a) the companies derive future assessable income of a nature and of an amount sufficient to enable the benefits from the deductions for the losses to be realised; b) the companies continue to comply with the conditions for deductibility imposed by law; and c) no changes in the taxation legislation adversely affect the companies in realising the benefit from the deductions for the losses. COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONCISE FINANCIAL REPORT 2001

Consolidated Parent entity 2001 2000 2001 2000 $000 $000 $000 $000 4. Retained Profits And Dividends Retained profits Retained profits at the beginning of the financial year 53,230 17,960 32,344 13,085 Dividends provided for or paid (5,475) (5,332) (5,475) (5,332) Net profit 42,084 40,602 (26,430) 24,591 Adjustment resulting from acquisition of outside interests (2,212) – – – Retained profits at the end of the financial year 87,627 53,230 439 32,344

Equity Total equity at the beginning of the financial year 386,001 135,733 360,405 131,881 Total changes in equity recognised in the Statement of Financial Performance 68,333 39,843 (26,430) 24,591 Contributed equity 26,581 209,771 26,581 209,265 Dividends (5,475) (5,332) (5,475) (5,332) Total changes in outside equity interests (2,538) 5,986 – – 48 Total equity at the reporting date 472,902 386,001 355,081 360,405

Dividend franking account Retained profits and reserves that could be distributed as dividends and franked out of existing franking credits or out of franking credits arising from income tax payable: at 30% (2000: at 34%) 84,827 53,130 37,931 32,747

Dividends Dividends paid during the financial year in respect of the previous year – fully franked 2,688 2,377 2,688 2,377

Dividends paid and proposed in respect of the current financial year – fully franked 5,475 5,332 5,475 5,332

Consolidated 2001 2000 5. Earnings Per Share Basic earnings per share 7.2 cents 7.5 cents Diluted earnings per share 7.2 cents 7.5 cents a) Weighted average number of ordinary shares used in the calculation of basic earnings per share 540,565,426 506,327,488 b) All potential ordinary shares, being options to acquire ordinary shares, are not considered dilutive. c) Since 30 June 2001 and before completion of these financial statements there has been an issue of 1,516,000 ordinary shares. 6. Segment Information The consolidated entity operates predominately in four industries: investor services, plan management, document services and technology services. The investor services operations comprise provision of registry services. The Plan Management operations comprise the provision of management of employee share plans. Document service operations comprise laser imaging, intelligent mailing, scanning and electronic delivery. Revenue from customers outside the Intersegment consolidated entity revenue Total revenue Segment result Segment assets 2001 2000 2001 2000 2001 2000 2001 2000 2001 2000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000 Business: Investor Services 644,798 355,394 3,790 167 648,588 355,561 75,119 85,168 746,376 570,344

Plan Management 23,672 2,144 – – 23,672 2,144 (6,281) (4,609) 57,400 –

Document Services 38,365 36,284 28,151 18,737 66,516 55,021 5,625 2,466 32,104 18,614

Technology Services45,051 11,366 46,152 4,020 91,203 15,386 22,052 (12,652) 32,760 18,391

Corporate 2,432 3,176 25,823 37,142 28,255 40,318 (20,483) (8,088) 35,354 52,096

Eliminations – – (103,916) (60,066) (103,916) (60,066) (253) 223 – –

Consolidated 754,318 408,364 – – 754,318 408,364 75,779 62,508 903,994 659,445

Geographic: Australia 177,580 155,205 19,453 30,134 197,033 185,339 8,552 27,579 152,621 185,872 49 New Zealand 10,795 10,696 748 855 11,543 11,551 3,412 (91) 10,700 11,110

South Africa 25,627 27,159 – – 25,627 27,159 2,879 9,268 15,646 13,156

United Kingdom 227,290 164,675 9,237 7,793 236,527 172,468 51,335 18,167 168,214 135,274

Ireland 11,025 9,904 – – 11,025 9,904 1,331 1,460 13,899 9,166

Hong Kong 8,969 3 – – 8,969 3 5,211 – 85,227 1,174

Philippines 178 295 338 12 516 307 (607) 661 229 402

USA 131,552 20,531 1,826 34 133,378 20,565 (17,260) 1,313 229,069 120,559

Canada 161,302 19,896 – – 161,302 19,896 21,179 3,928 228,389 182,732

Unallocated – –––– –(253) 223 – –

Eliminations – –(31,602) (38,828) (31,602) (38,828) ––––

Consolidated 754,318 408,634 – – 754,318 408,364 75,779 62,508 903,994 659,445

Intersegment charges are at normal commercial rates. COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONCISE FINANCIAL REPORT 2001 Directors’ Declaration

The directors of Computershare Limited declare that the accompanying concise financial report is presented fairly in accordance with applicable Australian Accounting Standards and is consistent with the consolidated entity’s 30 June 2001 full financial report. In respect to the 30 June 2001 full financial report the directors declared that: a) the financial statements and associated notes comply with the accounting standards and Urgent Issues Group Consensus Views; b) the financial statements and notes give a true and fair view of the financial position at 30 June 2001 and performance of the company and consolidated entity for the year then ended; c) 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, and the companies and parent entity who are a party to the deed described in Note 24 of the full financial report, will together be able to meet any obligations or liabilities to which they are, or may become subject by virtue of the deed of cross guarantee dated 20 July 1998; and • the financial statements and notes are in accordance with the Corporations Act 2001, including sections 296 and 297. Made in accordance with a resolution of the directors.

A. S. Murdoch C. J. Morris Chairman Director 18 September 2001 50 Independent Audit report

To the Members of Computershare Limited:

Scope We have audited the concise financial report of Computershare Limited for the financial year ended 30 June 2001 as set out on pages 38 to 50 in order to express an opinion on it to the members of the company. The company’s directors are responsible for the concise financial report. Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the concise financial report is free of material misstatement. We have also performed an independent audit of the full financial report of Computershare Limited for the year ended 30 June 2001. Our audit report on the full financial report was signed on 18 September 2001 and was not subject to any qualification. Our procedures in respect of the audit of the concise financial report included testing that the information in the concise financial report is consistent with the full financial report and examination, on a test basis, of evidence supporting the amounts, discussion and analysis which were not directly derived from the full financial report. These procedures have been undertaken to form an opinion whether, in all material respects, the concise financial report is presented fairly in accordance with Accounting Standard AASB 1039 ‘Concise Financial Reports’. The audit opinion expressed in this report has been formed on the above basis.

Audit Opinion In our opinion, the concise financial report of Computershare Limited complies with Accounting Standard AASB 1039 ‘Concise Financial Reports’. 51

Arthur Andersen Chartered Accountants

Ivan M. Wingreen Partner Melbourne 18 September 2001 Office Locations

Australia Perth Melbourne – Corporate Office COMPUTERSHARE INVESTOR SERVICES PTY LIMITED COMPUTERSHARE LIMITED Level 2/45 St George’s Terrace Perth WA 6000 18–62 Trenerry Crescent Abbotsford Vic 3067 GPO Box D182 Telephone 61 3 9235 5500 Perth WA 6840 Facsimile 61 3 9235 5601 Telephone 61 8 9323 2000 Facsimile 61 8 9323 2033 Sydney Investor enquiries 1300 557 010 COMPUTERSHARE INVESTOR SERVICES PTY LIMITED (for use within Australia only) Level 3/60 Carrington Street Sydney NSW 2000 e-mail [email protected] GPO Box 7045 Channel Islands Sydney NSW 1115 Jersey Telephone 61 2 8234 5000 COMPUTERSHARE INVESTOR SERVICES (CHANNEL ISLANDS) LTD Facsimile 61 2 8234 5050 PO Box 83 Investor enquiries 1300 855 080 Ordnance House (for use within Australia only) 31 Pier Road e-mail [email protected] St Helier Jersey JE4 8PW Channel Islands COMPUTERSHARE TECHNOLOGY SERVICES Telephone 44 153 482 5329 Level 5/60 Carrington Street Sydney NSW 2000 Facsimile 44 1534 825 250 Telephone 61 2 8234 5000 e-mail [email protected] COMPUTERSHARE ANALYTICS Canada Level 4/60 Carrington Street Sydney NSW 2000 Toronto Telephone 61 2 8234 5000 COMPUTERSHARE TRUST COMPANY OF CANADA Facsimile 61 2 8234 5450 11th Floor 100 University Avenue 52 Adelaide Toronto Ontario M5J 2Y1 COMPUTERSHARE INVESTOR SERVICES PTY LIMITED Telephone 1 416 263 9200 Level 5/115 Grenfell Street Adelaide SA 5000 Facsimile 1 416 981 9800 GPO Box 1903 Calgary Adelaide SA 5001 COMPUTERSHARE TRUST COMPANY OF CANADA Telephone 61 8 8236 2300 6th floor/ 530 8th Avenue SW Facsimile 61 8 8236 2305 Calgary Alberta T2P 3S8 Investor enquiries 1300 556 161 Telephone 1 403 267 6800 (for use within Australia only) Facsimile 1 403 267 6529 e-mail [email protected] Edmonton Brisbane COMPUTERSHARE TRUST COMPANY OF CANADA COMPUTERSHARE INVESTOR SERVICES PTY LIMITED 970 Canadian Western Bank Place Central Plaza One 10303 Jasper Avenue Edmonton Alberta T5J 3N6 Level 27/345 Queen Street Brisbane Queensland 4000 Telephone 1 780 448 7598 GPO Box 523 Facsimile 1 780 426 4032 Brisbane Queensland 4001 Halifax Telephone 61 7 3237 2100 COMPUTERSHARE TRUST COMPANY OF CANADA Facsimile 61 7 3229 9860 Suite 501, 1465 Brenton Street Investor enquiries 1300 552 270 Post Office Box 36012 (for use within Australia only) Halifax Nova Scotia B3J 3S9 e-mail [email protected] Telephone 1 902 420 3553 Melbourne Facsimile 1 902 420 2764 COMPUTERSHARE INVESTOR SERVICES PTY LIMITED Montreal Level 12/565 Bourke Street Melbourne Vic 3000 COMPUTERSHARE TRUST COMPANY OF CANADA GPO Box 2975EE 1800 Avenue McGill College Melbourne Vic 3001 Montreal Quebec H3A 3K9 Telephone 61 3 9611 5711 Telephone 1 514 982 7000 Facsimile 61 3 9611 5710 Facsimile 1 514 982 7069 Investor enquiries 1300 850 505 (for use within australia only) e-mail [email protected] Vancouver COMPUTERSHARE OUTSOURCING LIMITED COMPUTERSHARE TRUST COMPANY OF CANADA Mezzanine JSE Building 510 Burrard Street 17 Diagonal Street Johannesburg 2001 Vancouver British Columbia V6C 3B9 PO Box 24 Telephone 1 604 661 9400 Newtown 2113 Facsimile 1 604 669 1548 Telephone 27 11 374 0460 Winnipeg Facsimile 27 11 688 7726 e-mail [email protected] COMPUTERSHARE TRUST COMPANY OF CANADA 1190-201 Portage Avenue United Kingdom Winnipeg Manitoba R3B 3K6 Bristol Telephone 1 204 940 4600 COMPUTERSHARE INVESTOR SERVICES PLC Facsimile 1 204 940 4608 The Pavilions Hong Kong Bridgwater Road CENTRAL REGISTRATION HONG KONG LIMITED Bedminster Down Bristol BS99 7NH Rooms 1901–5, 19th floor Telephone 44 870 702 0003 Hopewell Centre Facsimile 44 870 703 6101 183 Queen’s Road East, Hong Kong e-mail [email protected] Telephone 852 2862 8628 COMPUTERSHARE ANALYTICS Facsimile 852 2865 0990 The Pavilions 852 2529 6087 Bridgwater Road email [email protected] Bedminster Down Bristol BS99 7NH Ireland Telephone 44 870 703 6081 COMPUTERSHARE INVESTOR SERVICES (IRELAND) LIMITED Facsimile 44 870 703 6118 Heron House Edinburgh Corrig Road COMPUTERSHARE INVESTOR SERVICES PLC 53 Sandyford Industrial Estate Dublin 18 Owen House Telephone 353 1216 3100 8 Bankhead Crossway North Edinburgh EH11 4BR Facsimile 353 1216 3151 Telephone 44 870 702 0012 e-mail [email protected] Facsimile 44 870 703 6143 New Zealand e-mail [email protected] COMPUTERSHARE REGISTRY SERVICES LTD London Level 2/159 Hurstmere Road Takapuna COMPUTERSHARE TECHNOLOGY SERVICES AND COMPUTERSHARE INVESTOR North Shore City SERVICE PLC Private Bag 92119 7th floor, Jupiter House Auckland 1020 Triton Court Telephone 64 9 488 9700 14 Finsbury Square London EC2A 1BR Facsimile 64 9 488 8777 Telephone 44 207 920 0010 South Africa Facsimile 44 207 256 7823 e-mail [email protected] Johannesburg COMPUTERSHARE ANALYTICS COMPUTERSHARE SERVICES LIMITED 2nd Floor/Edura House 7th floor, Jupiter House 41 Fox Street Johannesburg 2001 Triton Court PO Box 61051 14 Finsbury Square London EC2A 1BR Marshalltown Johannesburg 2001 Telephone 44 870 703 6181 Telephone 27 11 370 7865 Facsimile 44 870 703 6159 Facsimile 27 11 370 7702 United States of America e-mail [email protected] Chicago COMPUTERSHARE CUSTODIAL SERVICES COMPUTERSHARE INVESTOR SERVICES, LLC 2nd Floor/Edura House 2 North LaSalle Street Chicago, Illinois 60602 41 Fox Street Johannesburg 2001 Telephone 1 312 588 4990 PO Box 62051 Facsimile 1 312 601 4332 Marshalltown Johannesburg 2107 COMPUTERSHARE SECURITIES CORPORATION Telephone 27 11 370 7865 2 North LaSalle Street Chicago, Illinois 60602 Facsimile 27 11 688 7732 Telephone 1 312 588-4992 Swift CSEVZAJJ Facsimile 1 312 601 4340 e-mail [email protected] Office Locations cont.

COMPUTERSHARE TECHNOLOGY SERVICES Rockville 2 North LaSalle Street Chicago, Illinois 60602 COMPUTERSHARE ANALYTICS N.A., INC. Telephone 1 312 588 4993 4954 Wyaconda Road Rockville, Maryland 20852 Facsimile 1 312 601 4429 Telephone 1 301 881 2252 Cleveland Facsimile 1 301 881 0287 COMPUTERSHARE INVESTOR SERVICES, LLC Somerset 7550 Lucerne Drive, Suite 103 COMPUTERSHARE PLAN MANAGERS Cleveland, Ohio 44130-6503 300 Davidson Avenue Somerset, New Jersey 08873 Telephone 1 440 239 7351 Telephone 1 800 621 3777 Facsimile 1 440 239 7355 Facsimile 1 732 627-7560 Dallas Note: The New Jersey office will re-locate from mid December COMPUTERSHARE INVESTOR SERVICES, LLC 2001 to: 1601 Elm Street, Suite 4340 Dallas, Texas 75201 Raritan Plaza 3, 101 Fieldcrest Avenue, Telephone 1 214 665 6031 Edison, New Jersey 08837 Facsimile 1 214 969 1859 Telephone number will remain the same. Englewood COMPUTERSHARE PLAN MANAGERS 9603 South Meridian Boulevard, 4th floor Englewood, Colorado 80112 Telephone 1 800 621 3777 Facsimile 1 303 264 5307 Lakewood COMPUTERSHARE TRUST COMPANY, INC. 12039 West Alameda Parkway, Suite Z-2 54 Lakewood, Colorado 80228 Telephone 1 303 986 5400 Facsimile 1 303 986 2444 Note: Both Colorado offices will relocate to a single address in mid December 2001 as follows: 350 Indiana Street Golden Colorado 80401 Telephone +1 800 621 3777 Los Angeles COMPUTERSHARE INVESTOR SERVICES, LLC Telephone 1 800 621 3777 New York COMPUTERSHARE TRUST COMPANY OF NEW YORK Wall Street Plaza 88 Pine Street, 19th floor New York, New York 10005 Telephone 1 212 701 7600 Facsimile 1 212 701 7664 Glossary

ASTS EDC SCRIP Automated Securities Trading System – Electronic Data Capture – processes Computershare’s software system that A trading system for global securities very large volumes of documents while supports the management of company exchanges directly updating a company register share registers CHAMP Investor on-line Share Registry Connects Australian broking and A web-based service for shareholders The generic term used to describe the institutional clients to the Australian to obtain a range of personal management of a public company Stock Exchange’s CHESS settlement shareholding information from the share register. Used in Australia, New system share register Zealand and the United Kingdom. CTS Issuer Online SMARTS Computershare Technology Services A web-based service for companies to Securities Markets Automated explore their own share register Research Training and Surveillance – A CDS system that alerts authorities to any Computershare Document Services ORMS improprieties and assists in ensuring a Order Routing Management System – fair and efficient market CPM allows brokers and fund managers to Transfer Agent Computershare Plan Managers manage and route orders to multiple markets (equities, derivatives, fixed The generic term used to describe the CDS interest) from a single workstation management of a public company share register. Used in Canada and the Computershare Document Services Registry United States of America. 55 See share registry COSMOS Transfer Secretary Computershare’s new technology that The generic term used to describe the forms the basis of all future products management of a public company share register. Used in South Africa. COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONCISE FINANCIAL REPORT 2001 Shareholder information

This section contains additional information required Distribution of shareholders by the Australian Stock Exchange Limited listing rules as at 4 September 2001 not disclosed elsewhere in this report. Size of holding Ordinary shareholders 1 – 1,000 8,953 Shareholdings 1,001 – 5,000 10,142 Substantial shareholders 5,001 – 10,000 1,829 The following information is extracted from the 10,001 and over 2,272 Company’s Register of Substantial Shareholders. Total shareholders 23,196 Date of Notice Number of Name to Company ordinary shares There were 147 shareholders holding less than Christopher John a marketable parcel of 100 ordinary shares at Morris 7 Sept 2001 53,322,442 4 September 2001. Deutsche Australia Twenty largest shareholders Limited and related as at 4 September 2001 Ordinary shares bodies corporate 2 July 2001 50,255,532 Number % Credit Suisse First Chase Manhattan Boston Australia Nominees Ltd 75,944,607 13.83 (Holdings) Limited Finico Pty Limited 52,887,942 9.63 and related bodies corporate 1 Aug 2001 34,839,550 National Nominees Limited 33,114,442 6.03 Anthony Norman Wales 15 Sept 2000 32,592,384 Welas Pty Limited 32,592,384 5.94 SAS Trustee Corporation 31 July 2001 29,059,973 56 Custodian Nominees 30,896,366 5.63 Class of shares and voting rights P.J. Maclagan 16,213,058 2.95 At 4 September 2001, there were 23,196 holders of ordinary shares in the company. The voting rights M.J. O‘Halloran 13,668,529 2.49 attaching to the ordinary shares, set out in Clause 50 AMP Life Limited 12,750,516 2.32 of the company’s Constitution, are: National Mutual Life ‘a) every member may vote Association of Australasia Limited 8,216,692 1.50 b) on a show of hands every member has one vote Australian Foundation c) on a poll every member has: Investment Company • for each fully paid share held by the member, Limited 7,000,000 1.27 one vote; and Citicorp Nominees • for each partly paid share held by the member, Pty Limited 6,703,126 1.22 a fraction of a vote equivalent to the proportion which the amount paid up bears to the total MLC Limited 6,339,116 1.15 issue price of the share.’ Perpetual Trustees Victoria Limited 5,901,072 1.07 At 4 September 2001, there were 18,102,043 options over ordinary shares issued to eligible employees at Queensland Investment the absolute discretion of the board. The options are Corporation 5,897,390 1.07 generally exercisable 3 years after the date granted or Cogent Nominees earlier in the case of the employee’s death or retirement. Pty Ltd (SMP accounts) 4,552,706 0.83 Cogent Nominees Pty Ltd 4,019,356 0.73 Perpetual Trustees Victoria Limited (MTRBAL account) 3,752,429 0.68 ANZ Nominees Limited 3,518,043 0.64 Commonwealth Custodial Services Limited 3,433,037 0.63 Mr Gary Leslie Ryan 3,219,732 0.59 Total 330,620,543 60.20 Corporate Directory

Directors Share Registry Alexander Stuart Murdoch (Chairman) COMPUTERSHARE LIMITED Christopher John Morris (Managing Director) 18-62 Trenerry Crescent Peter John Griffin Abbotsford Victoria 3067 Mark Edward Elliott PO Box 103 Abbotsford Penelope Jane Maclagan Victoria Australia 3067 Anthony Norman Wales Telephone +61 3 9235 5500 Company Secretary Facsimile +61 3 9235 5600 Darryl John Corney Bankers Registered Office NATIONAL AUSTRALIA BANK LIMITED 18-62 Trenerry Crescent 500 Bourke Street Abbotsford Victoria 3067 Melbourne Victoria 3000 PO Box 103 Abbotsford AUSTRALIA AND NEW ZEALAND Victoria Australia 3067 BANKING GROUP LIMITED Telephone +61 3 9235 5500 530 Collins Street Facsimile +61 3 9235 5601 Melbourne Victoria 3000

Stock Exchange Listings THE ROYAL BANK OF SCOTLAND PLC AUSTRALIAN STOCK EXCHANGE LIMITED 138-142 Holborn THE NEW ZEALAND STOCK EXCHANGE London UK EC1N 2TH Solicitors MINTER ELLISON Level 23, Rialto Towers 525 Collins Street Melbourne Victoria 3000 Auditors ARTHUR ANDERSEN 360 Elizabeth Street Melbourne Victoria 3000

Cover Team (L-R) Chad Norrish Barbara Robertson Michael Clark Atsuko Shima Tonia Kendall Peter Scott Paul Buswell Investor Services Investor Services Plan Managers Analytics Document Services Technology Services Corporate

Computershare Limited Designed and produced by The Ball Group Sydney Melbourne COMSL0002 9/01 ABN 71 005 485 825 Computershare Limited Report to Shareholders 2001 Report to Shareholders 2001

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