annual report 2004 - computershare...annual general meeting the annual general meeting will be held...

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| ANNU

AL RE

PORT

2004

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ANNUAL GENERAL MEETINGThe Annual General Meeting will be held on 10 November 2004 at 10:00 am in our Conference Centre Yarra Falls, 452 Johnston Street, Abbotsford. The Notice of Meeting and Proxy Form are separate items accompanying this Annual Report.

Computershare Limited ABN 71 005 485 825

“I wish to emphasise to all our shareholders, the effort that has been made by all our staff and the

spirit in which the Computershare team deals with problems and projects on a day-to-day basis.

We will continue to strive and look forward to the many challenges in the future to ensure that your

confidence in Computershare was not misplaced.”

The extract above was drawn from the Chairman’s Report in Computershare’s first Annual Report in 1994, and continues to have relevance today.

Over the past decade, we have met the challenges that came with the high rate of acquisitive growthand from managing the company through one of the most serious global downturns in our industry.

Many of our investors and staff maintained their faith in the company through the good times and the bad and I’d like to think that their confidence has not been misplaced in results that, this year, have given a significant boost to shareholder value together with an increased yield.

The company has gone through a metamorphosis over the course of the decade and is a bettercompany for it. Our transition from global share registrar to an organisation that is now able to blend a wide range of products and services that create end-to-end solutions for companies,shareholders, employees and customers, separates us from our peers and puts us at a uniquecompetitive advantage.

Much has changed, but much has stayed the same. Staff, in all offices throughout the world, continue to give of their best; and as the Chairman said a decade ago, with their support we will

“continue to look forward to the many challenges in the future and to ensure that your confidence

in Computershare was not misplaced.”

Chris Morris

CEO

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Financial Highlights 2

Performance Indicators 3

Chairman and CEO’s Review 4

Management Discussion and Analysis 8

Technology Services Global Report 11

Pepper Global Report 14

eTree – From Envelope to Environment 15

REGIONAL REPORTS

Asia Pacific 16

North America 24

Europe, Middle East and Africa (EMEA) 33

Senior Executive Management Group 40

DETAILED FINANCIAL REPORT 43

Corporate Governance Statement 44

Directors’ Report 53

Auditor’s Independence Declaration 62

Statements of Financial Performance 63

Statements of Financial Position 64

Statements of Cash Flows 65

Notes to the Financial Statements 66

Directors’ Declaration 124

Statement of the CEO and CFO 125

Independent Audit Report 126

Shareholder Information 128

Office Locations 130

Corporate Directory 133

1COMPUTERSHARE Annual Report 2004

Contents

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JUNE 2004 JUNE 2003 % CHANGE

PROFIT (A$000)Sales revenue 871,240 694,519 25.4%

Earnings before interest, depreciation, amortisation and tax* 183,428 133,887 37.0%

Profit attributable to shareholders after tax* 77,777 41,148 89.0%

BALANCE SHEET (A$000)Total assets 1,187,085 894,406 32.7%

Total shareholders’ equity 604,867 588,407 2.8%

PERFORMANCE INDICATORS Basic earnings per share (Normalised) 12.89 6.05 cents

Basic earnings per share 13.30 1.47 cents

Return on shareholders’ equity** 12.9% 7.0%

Net debt to equity 36.6% 13.2%

Earnings before interest, depreciation, amortisation and tax/interest** 21 times 16 times

Staff numbers as at 30 June 7,995 5,029

* Excluding non-recurring items** Normalised

2 COMPUTERSHARE Overview 2004

Financial Highlights


Normalised Basic Earnings per Share Normalised Basic Earnings per Share Cash Flows from Operations A$M(cents per share) (pre-goodwill – cents per share) Net of Capital Expenditure

Sales Revenue A$M EBITDA A$M Total Assets A$M

REGIONAL ANALYSIS

Total Revenue EBITDA Return on Equity


Performance Indicators

2000 2001 2002 2003 20040

5

10

15

20

7.5

10.2

9.6

6.1

12.9

2000 2001 2002 2003 20040

5

10

15

20

9.1

14.8 15

.0

11.8

19.0

2000 2001 2002 2003 2004

114.

7

58.3

22.525.0

-1.0

0

20

40

60

80

100

120

0

200

400

600

800

1000

1999 2000 2001 2002 2003 2004

293.

9

724.

6 757.

1

694.

5

871.

2

394.

9

1999 2000 2001 2002 2003 20040

50

100

150

200

56.2

151.

6

147.

6

133.

9

183.

4

91.7

0

200

400

600

800

1000

1200

1999 2000 2001 2002 2003 2004

248.

3

904.

0 959.

7

894.

4

1187

.1

659.

4

North America40%

AsiaPacific32%

EMEA28%

North America39%

AsiaPacific 35%

EMEA26%

2002 2003 20040

15

6

3

9

12

9.6%

7.0%

12.9

%

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INTRODUCTIONComputershare is the largest and only provider of globalshareholder and employee plan management services –administering more than 70 million shareholder accounts for over 13,000 corporations across twelve countries on fivecontinents. Founded in Australia in 1978, Computersharetoday employs almost 8,000 people worldwide.

A full suite of products and services are integrated to deliver full-service solutions for company share registers and employee share and stock option plans, documentdesign and communication, strategic investor relations and market intelligence, and a variety of sophisticatedtrading technologies for financial markets.

Computershare’s competitive advantages can besummarised as follows:

– The business is dedicated to the provision of full-servicesolutions to issuers and their stakeholders

– The provision of unique end-to-end solutions to meet allthe needs of issuers and their stakeholders

– The company is the only global provider of full solutionsfor stakeholder services

– The accumulation of significant value in our intellectualproperty from 25 years in the industry; and

– Through its unique global spread, the company canapply economies of scale through its ability to spreadcosts across over 70 million shareholders.

THE YEAR IN REVIEWThe financial results this year have delivered substantialimprovement across all metrics within the business,including earnings per share, revenues, cash generation andother balance sheet measurements. Normalised earnings pershare increased by 61% (pre-goodwill and post preferenceshare dividend and outside equity interests) from 11.79 to19.02 cents per share and total revenues increased by 26%,from $708.6 million to $894.7 million, against a decline inoperating expenses of 1% (excluding the cost of sales andthe cost contribution of businesses acquired during the year).

Strong cash flows, that improved by 79% to $136.1 million,provided the company with the ability to increase the finaldividend to 5 cents per share, fully franked, making totaldividends for the year of 8 cents per share (a 60% increaseon FY 2003).

The positive results posted for the financial year weredelivered in a global environment that showed no sign ofsustained recovery in corporate action or M&A activity inNorth America and Europe. This was in contrast to theAsia/Pacific region, where market conditions stronglyimproved throughout the year. Equally, interest rates in thenorthern hemisphere, where the majority of margin incomeis generated, remained relatively flat throughout the period.

Underpinning this year’s results is the success of anongoing strategy to maintain control over costs and todeliver innovative technology to improve efficiency andservice quality. This is combined with a commitment tocontinue to strengthen our management teams in all regionsand to seek out growth, particularly in North America.

The significant improvement in profitability in North America,from 27% to 39% of earnings before interest, depreciationand amortisation (EBITDA) is largely a result of theacquisition and successful integration of GeorgesonShareholder Communications that was completed inDecember 2003. This acquisition is the most significant inthe company’s recent history and paves the way forcontinuing growth throughout all regions, both in terms ofexisting Georgeson business and the cross-sellopportunities into other Computershare businesses.

The range of acquisitions successfully completed during theyear has further increased the breadth of products andservices that can be offered and has created an opportunityto re-position the company away from the narrow definitionof a global share registrar to one that more readilyrecognises the range of its services. The capability nowexists for blending these products and services to createfull-service solutions for companies, their shareholders,employees and customers. This strategy is well underway inall regions and is already having an encouraging impact inNorth America where the improvements in cross-sellingsuccesses are already flowing through to revenue and profit.

CAPITAL MANAGEMENTOn 19 December 2003, the company announced an on-market buy-back up to a maximum of 250,000 of itsissued reset preference shares. On 19 March 2004, thecompany announced its intention to buy back a further500,000 shares (a total of 750,000). As at 13 September2004 the company had bought back 498,671 resetpreference shares for a total consideration of $51,886,501(an average price of $103.79).

On 26 May 2004, the company announced an on marketbuy-back of up to 27,500,000 ordinary shares in issue. As at 13 September 2004 the company had bought back15,970,000 shares for a total consideration of $50,748,917(an average price of $3.18).

On 19 August 2004, the company announced a finaldividend of 5 cents per share, fully franked, making a full year return of 8 cents per share, fully franked.

On 19 August 2004, the company announced its plans toconvert all outstanding reset preference shares to ordinaryshares under the terms and conditions of their issue.

4 COMPUTERSHARE Our Results 2004

Chairman and CEO’s Review


OPERATING ACHIEVEMENTSASIA/PACIFICA significant improvement in market conditions, particularly in Australia and Hong Kong, underpinned an increase inrevenue of 32% to $283.2 million and in EBITDA of 18% to $63.3 million. Gains in the region were further assisted by significant improvements in productivity, accuracy andefficiency that were driven, in part, by the introduction ofWorkflow and Electronic Data Capture technologies thathave delivered a 65% improvement in productivity over thelast 18 months. The winning of the IAG registry contractwith over one million shareholders, and the presentation of the Australian Teleservices Association of Victoria andTasmania Call Centre of the Year award, were the stand-outachievements for the year.

Document Services, which provides for the white paper andelectronic communication needs of companies, continues to show strong growth in profitability, particularly in thecommercial (non-registry) area of its business and PlanManagers also experienced solid growth with the resultingimprovement in their contribution to the region’s profitability.

The strong flow of initial public offerings from mainlandChina into Hong Kong continued during the year andresulted in the business winning approximately 83% interms of capital raised.

The New Zealand business has maintained its market shareand continues to provide a solid contribution to profit for theregion, while the joint-venture business in India with Karvyhas produced excellent results that exceeded our initialforecasts.

NORTH AMERICAA successful year delivered the most significantimprovement by any region in their contribution to EBITDAthat increased from 27% to 39% of the total. This wasachieved despite the continuing flat market conditions andno real improvements in interest rates.

These results have confirmed continued growth in the plansmanagement, document services and corporate trustbusinesses in the region.

A great deal of effort was focused on integration tasksfollowing the acquisition of Georgeson ShareholderCommunications and Transcentive Inc. As a directconsequence, many of the planned revenue and costsynergies have been realised with more to come in the nextfinancial year.

Through both acquisitions, the company has inherited highlyskilled and motivated staff, who have added strength toComputershare’s management team, as well as an energeticsales team who have shown the way with their earlysuccesses in cross-selling and up-selling the company’swide range of products and services.

Regulatory changes in Canada (NI 54-101) that becomeeffective on 1 September 2004 will result in a largerproportion of mailings of proxy forms being managed by the company through its registry service provider. Thisregulatory change has the potential to add significantly tothe services provided by both the share registry anddocument service businesses.

EUROPE, MIDDLE EAST AND AFRICA (EMEA)The region provided an improved contribution to profitabilitythis year with a 9% increase in both revenue and EBITDA.These results have been delivered against a backdrop ofcontinuing flat market activity and an intensely competitiveenvironment in the UK. By way of response, themanagement team in the UK sought to explore alternativeavenues to create additional annuity revenue; a strategy thathas proved to be successful with their appointment by HMTreasury to manage the Gilts (Government bonds) registerand their recognition by the Department of Health as thepreferred supplier for the register of community interests inthe management of local hospitals.

During the course of the year, the business in South Africahas rationalised and fine-tuned its processes and improvedthe quality of its services, resulting in a significantturnaround from last year’s loss to a positive contribution tothe company’s profitability.

The acquisition of the remaining shares from DeutscheBörse and the transfer of that business under themanagement of the Pepper team in Munich has been a great success, with this business beginning to operateprofitably on our own software platform.

Document Services has continued to grow, with around42% of total sales revenue coming from non-registry relatedcontracts. Ireland has maintained its market share and hasmade an improved contribution to the region’s profitabilitythis year.

An increase to 45% in the company’s stake in the jointventure with the National Registry Company of Russia is expected to help extract the benefit from futureconsolidation in this important, growing market. Despite this being a recent joint venture, this business has alreadymade a positive contribution to the region at the EBITDAlevel this year.

The full acquisition of Pepper Technologies AG has addedconsiderable depth to the company’s employee andshareholder relationship services that have been deployed in all key markets. Please refer to page 14 for a fulldescription of these services.



TECHNOLOGY ADVANCESTechnology remains the key to achieving improvements in service quality and efficiency and extracting sustainablesavings in our businesses throughout the world. Notableachievements this year include the design, implementation,enhancement and maintenance of electronic data captureand document storage systems in all regions.

Enhancements to our web site and our telephony platformmake it easier for shareholders to get information andinitiate changes automatically. Shareholders gain the benefitof a 24/7 access for enquiries on their shareholding and caninitiate, for example, a change of address. At the same timethe company benefits through a reduction in the load oncontact staff. Improved user acceptance arising throughthese improvements has resulted in a significant rise in thenumber of transactions processed through these services

ACQUISITIONSAcquisitions during the year were as follows:

On 15 October 2003, the acquisition was announced ofGeorgeson Shareholder Communication Inc for a totalconsideration of A$189.6 million. The acquisition wascompleted on 12 December 2003. This acquisition is a keycomponent in our strategy to deliver a full range of servicesand solutions to our clients throughout the world.

On 31 December 2003, Computershare moved to fullownership of the previous associate business of DeutscheBörse Computershare GmbH.

On 2 February 2004, the purchase of 50% share in an Indianshare and mutual funds registry, owned and operated byKarvy Consultants, was announced. India is recognised asone of the fastest growing emerging markets and, throughthis acquisition, the company has positioned itself to gainthe full advantage of this growth. By establishing a presencein India the company is also able to introduce its full rangeof services; offering new opportunities for cross-selling andup-selling to clients.

On 3 February 2004, the move to the full ownership ofPepper Technologies AG for a total consideration of A$31.6million, was announced. The services that are now providedraise the bar on the quality and effectiveness ofcommunications between companies and theirshareholders, employees and customers.

On 19 February 2004, the acquisition of US-basedTranscentive Inc was announced, for a total consideration of A$46.0 million. Transcentive’s technology, together with the skill of existing staff, will further strengthen theprominent position of the plan management business in theUS, as well as providing an opportunity to export its modelto other markets.

On 4 June 2004, the company announced a strategicalliance with The NASDAQ Stock Market to provide IRtrack™products to NASDAQ-listed companies.

On 4 June 2004, Document Services purchased the E-Business for Enterprise (EBE) software platform fromTechnology Partners Group (TPG). Key EBE developmentstaff and the associated customer contracts have beentransferred to Computershare as part of this acquisition.

On 24 June 2004, a further 15% stake in the Russian-basedNational Registry Company of Russia was acquired, takingits total holding to 45%.

STRATEGIC EXECUTIVE MANAGEMENT TEAMDuring the course of the year, Dr Oliver Niedermaier joinedthe team with responsibility for strategic corporatedevelopment. Full details of the members of this group canbe found on pages 40-42 of this report.

BOARD CHANGESOn 11 November 2003, the company announced theretirement from the Board of Mr Peter Griffin. His retirementwas foreshadowed in the Concise Annual Report 2003,where his significant contribution to the guidance of thecompany in all areas was acknowledged. We again thankhim for his valued contribution.

On 18 August 2004, the company announced theappointment to the Board of Dr Markus Kerber as a non-executive director. Dr Kerber brings a strong understandingof European financial and technology markets, havingpreviously held senior positions with Deutsche Bank andS.G.Warburg & Co. Ltd. In recent years he has played anintegral role in the acquisition and internationalisationstrategy of GFT Technologies AG, where he remains aSupervisory Board member. GFT Technologies AG is aleading technology company for integrated e-Businesssolutions in Europe. Dr Kerber holds a Masters Degree inBusiness and a PhD in Political Science from HohenheimUniversity in Germany. We are delighted to have Dr Kerberjoin the Board and note that his addition will furtherstrengthen the company’s European board representation,following the appointment of Tom Butler last year. Dr Kerberis based in Berlin, Germany.


Chairman and CEO’s Review (cont’d)


OUTLOOKOverseas markets, particularly in the US and the UK, are not showing signs of the increased activity that wasexperienced in the Australian market in FY 2004. It is difficultto predict with any certainty the timing of a recovery inthese markets.

If the signs of pressure for a lift in interest rates materialise(particularly in the northern hemisphere), there will be abenefit flowing directly through to the bottom line.

It is expected that the cost synergies from acquisitions willflow through to FY 2005, providing confidence that thegrowth in the plans management and document servicesbusinesses will continue throughout FY 2005.

The company expects to pursue its strategic objectivesthrough expanding its range of services across allgeographies and through seeking out opportunities for bothorganic and acquisitive growth.

CONCLUSIONThe past year has seen a transformation in many of thecompany’s businesses. Service quality issues have beenreplaced by consistently high satisfaction ratings inindependent surveys. Staff throughout the world have facedup squarely to the challenges placed before them and weare a better company as a direct result. On behalf of theBoard, we would like to congratulate and extend our sincerethanks to all staff.

We would also like to thank our shareholders for theircontinuing support for the company.



Computershare delivered substantial improvements acrossall financial metrics in FY 2004, including earnings per share,revenues, cash generation and other balance sheetmeasurements.

Normalised earnings per share increased by 113% from 6.05cents per share to 12.89 cents per share. Excludingamortisation of goodwill, earnings per share rose from 11.79to 19.02 cents per share.

Normalised net profit after tax was $81.4 million, an increaseof 98% over the previous year’s normalised net profit aftertax. Net profit after outside equity interests was $80.0 million.

A final dividend of 5 cents per share, fully franked, takestotal dividends for the year to 8 cents per share, fullyfranked, compared with 5 cents per share last year.

FINANCIAL PERFORMANCETotal revenues increased by 26% to $894.7 million, including$140.4 million contribution from businesses acquired duringthe year. Excluding the revenue results of those acquisitions,total revenue growth was 6% on last year.

Sales revenue increased 25% to $871.2 million. Analysis ofsales revenue highlights the diverse income streams of theComputershare business. Maintenance revenue for our coreregistry was consistent with the previous correspondingperiod. Corporate actions revenue increased, reflecting thecontinued improvements in market conditions, particularly inthe Asia Pacific region. Mutual funds is a new revenuestream following the acquisition of Georgeson ShareholderCommunications and Karvy Consultants. The growth inInvestor Relations Services, Plan Managers and DocumentServices revenues reflects the continued growth in thesebusinesses together with the contributions of businessesacquired during the year. Margin income declined due tolower interest rates and unfavourable translation rates.

Operating Costs A$M

Total operating expenses increased 24% on last yearincluding the operating costs of businesses acquired duringthe year. Excluding these costs, and cost of sales, operatingexpenses declined by 1.0%, reflecting the costs savingsfrom the previous period’s restructuring efforts and acontinued focus on cost control.

Operating Costs Breakdown

Normalised EBITDA was $183.4 million, an increase of 37% on the previous year.

Borrowing costs increased 8% to $9.0 million, reflectinghigher debt levels primarily to fund the acquisition ofGeorgeson Shareholder Communications.

Depreciation and amortisation increased 6% to $64.5million. Depreciation declined 11% to $22.2 million due tothe sale of the UK premises. Amortisation increased 18% to $42.3 million due to goodwill from acquisitions.

The headline effective tax rate for the year ended 30 June2004 is 24.4% (30 June 2003 41.8%). The normalisedheadline effective tax rate adjusted for one-off amounts andnon-recurring items, for the period ending 30 June 2004 is29.9% (FY 2003: 20.7%).

If the Australian dollar had remained at FY 2003 levels,revenue would have been reported to be $978 million; a constant dollar increase over FY 2003 of 38%; andearnings per share would have been one cent higher, at 20 cents per share.

Occupancy7%

Cost ofSales22%

Personnel44%

Technology13%

Other Direct10%

Corporate4%

0

100

200

300

400

500

600

700

800

2001

598.

9

2003

583.

9

2004

711.

271

1.2

2002

633.

4

2000

317.

6


Management Discussion and Analysis


REGIONAL PERFORMANCERegionally, revenues were derived from Asia Pacific 32%, North America 40% and Europe, Middle East andAfrica (EMEA) 28%. EBITDA was derived from Asia Pacific35%, North America 39% and EMEA 26%. The NorthAmerican EBITDA contribution has increased from 27% atJune 2003, reflecting the improved profitability of the regiontogether with the contribution from Georgeson ShareholderCommunications and Transcentive Inc.

The Asia Pacific region contributed revenues of $283.2million and EBITDA of $63.3 million. All businesses, exceptHong Kong, experienced growth during the year. Inparticular, Document Services business achieved highermargins on increased corporate actions work. Hong Kongperformed in line with last year despite a slow first half. TheAsia Pacific results include the contribution ofComputershare Karvy Private Limited, since its acquisition inFebruary 2004.

The EMEA region contributed revenues of $252.0 millionand EBITDA of $48.3 million. The results of the UKbusinesses were generally down on last year, reflecting thecontinued competitive market pressures. However, theSouth African business generated significant profitimprovement in FY 2004. The EMEA results include thecontribution of Pepper Technologies AG since its 100%acquisition in March 2004.

The North American region contributed revenues of $356.5 million and EBITDA of $71.8 million. Plan Managersand Document Services delivered significant profitimprovement. The North America results include thecontribution of Georgeson Shareholder Communicationssince its acquisition in December 2003 and Transcentive Inc. in February 2004.

INVESTMENT ANALYSISTechnology expenditure for the year was $92.1 million, inline with last year. Development expenditure of $41.1 millioncontinued to be expensed in line with Computershare policy.The savings in external bureau fees have been offset byadditional technology costs from newly acquired businessesduring the year.

Capital expenditure totalled $21.4 million, representing anincrease on FY 2003, reflecting the growing business.Despite this increase, capital expenditure was still belowdepreciation. Capital expenditure included occupancyupgrades of $4.2 million, technology infrastructure of $14.0million and Document Services equipment of $2.7 million.

Capital Expenditure A$M

Computershare continued to expand globally with theacquisition of:

– Georgeson Shareholder Communications for $189.6 million

– A 50% interest in Karvy Computershare Private Limitedfor $11.3 million; and

– Transcentive Inc. for $46.0 million.

Computershare also moved to full ownership of previousassociate businesses:

– Deutsche Börse Computershare GmbH; and

– Pepper Technologies AG for $30.3 million.

Computershare acquired 498,671 of its reset preferenceshares for a total consideration of $51.9 million (an averageprice of $103.79 per share). Computershare also acquired16.0 million of its ordinary shares through an on-market buy-back, for $50.7 million (an average price of $3.18 per share).

2001 2002 2003 20040

10

20

30

40

50

60

43.3

2000

56.1 56.9

17.9 21

.4



BALANCE SHEET AND CASH FLOWSTotal assets were $1,187.1 million, financed by shareholders’funds totalling $604.9 million. The increase in shareholders’funds is the result of increased profits, partially offset byincreased ordinary dividends and reduced share capital fromthe preference and ordinary share buy-backs.

Cash flows from operations were $136.1 million, animprovement of $59.9 million (79%) compared to last year.Debtor days outstanding continued to improve to 57 days,from 61 days in the prior corresponding period.

Net borrowings increased by $143.9 million to $221.6million, to fund the share buy-back, increased dividends and acquisitions. Gearing – net debt to equity – increasedfrom 13.2% to 36.6%.

During FY 2004, Computershare managed funds of between$2.7 billion and $4.1 billion. Our strategy is to minimisedownside risk in the current low interest rate environment.37% of funds are not exposed to interest rate movementsand effective hedging is in place for 59% of the remainingexposed funds.

POST BALANCE DATE On 3 August 2004, Computershare announced theacquisition of New York-based Alamo Direct Mail ServicesInc, a company specialising in print, mail, tabulation andproxy solicitation services to the mutual fund industry inNorth America, for a consideration of US$15.5 million(A$22.5 million) and contingent consideration of US$7million (approximately A$10 million) that is subject tomeeting specified hurdles over an initial three year period.

On 19 August 2004, Computershare announced theconversion of the company’s reset preference shares intofully paid ordinary shares, effective 30 September 2004.

On 3 September 2004, the acquisition of UK-based Flag Communications was announced.

Cash Flows from Operations A$M

Working Capital Management

2001 2002 2003 20040

10

20

30

40

50

60

70

80

64

61

5757

66

52

41

5454

51

Receivable Days

Payable Days

2000 2001 2002 2003 2004

55.1

68.3

79.4

76.2

136.

1

140

120

100

80

60

40

20

0


Management Discussion and Analysis (cont’d)


BACKGROUNDOrganised on global rather than regional lines, TechnologyServices has responsibility for three crucial components –innovation, systems maintenance, and technologyinfrastructure – that universally support Computershare’sbusinesses as well as their clients and stakeholders.

Technology Services provides the glue that binds ourbusinesses together to create cost-effective, reliablesolutions across businesses and across regions. Added tothe economic and service quality benefits, technology alsoprovides an important line of differentiation from ourcompetitors.

THE YEAR IN REVIEWThe projects undertaken during the course of the yearreaped the benefits of a strategy that maintained a sharpfocus on aligning IT costs with the strategy of the relatedbusiness and in obtaining engagement by the businesses inthis strategy. In this way a more effective benefit is achievedfor every technology dollar spent and better quality systemsare delivered that more closely align to business needs.

Technology costs, excluding costs associated withacquisitions, were broadly consistent with last year at $84.4 million.

During the course of the financial year, technology staffworldwide have refined existing systems and implementednew systems, delivering opportunities for improvedefficiencies that translate into better service quality andstandards for clients and stakeholders. The followingparagraphs describe the most significant of thesetechnology projects.

WORKFLOW AND ELECTRONIC DATA CAPTUREA considerable range of transactions are driven by physicalpaper that comes from shareholders. This can be either byway of a letter requesting changes to a registered address, tothe more complex applications for shares in, for example, arights issue.

Computershare has developed powerful document imagingand processing systems known as EDC (Electronic DataCapture) and Workflow. These systems have been designedto manage processing of large volumes of requests receivedvia mail, fax, email and telephone. To date, Computersharehas deployed these systems in Australia, USA, Canada,United Kingdom and South Africa and approximately12 million transactions were processed in these systemsduring 2003-2004. Importantly, the existence of EDC andWorkflow, as an integrated transactional processingsolution, is unique in the registry marketplace.

Documents processed via EDC and Workflow are storedwithin Computershare’s document storage system, whichretains the images and data of these transactions so that

they can be recalled and viewed. Internally, the documentviewer is used by call centre and support staff, to assist inanswering shareholders’ questions relating to workprocessed on their behalf. Investors and companies are alsoable to access many of these documents themselves via theweb using our Issuer Online product.

Computershare understands the value of continuousprocess improvement and has a strong commitment todeveloping state of the art systems to manage all aspects of document processing on behalf of its clients. The EDCand Workflow systems deliver sustained productivity andquality improvements and build a solid foundation thatallows best practice to be implemented across the globe.

INVESTORPHONEComputershare’s Australian, UK, US and Canadian callcentres are supported by Computershare’s InvestorPhonetelephony platform. InvestorPhone incorporates leadingedge technologies from around the world, to deliver thehost of call centre tools and facilities necessary to runleading edge contact centres. The platform provides flexibleInteractive Voice Response (IVR) self-service functionstogether with intelligent software that automatically routescalls to the next available member of staff.

One of the key features of InvestorPhone is that it providescallers with the ability to get information without the need tospeak to call centre staff. In Australia for example theseinclude:

– Stock price quotes (real time or 20 minute delayed)

– Holding balances

– Details of current and previous dividend payments

– Information about buying and selling shares

– Franking and tax information; and

– Forms requests.

INTERNET SERVICESIn many of Computershare’s markets, the wide range of services provided to companies, their employees andshareholders meet or exceed industry standards on userinterface security.

During the course of the past year there has been anincreased demand for electronic application of initial publicofferings; in Australia, Promina Group and Virgin Blue areexamples of this. The Investor Centre has been revamped,leading to a 300% increase in transactions processedthrough this service. The creation of integrated onlineregistration for the eTree initiative and the launch of theAustralian and Canadian versions of Employee Online furtherenhance these services.


Technology Services Global Report


Enhancements have been implemented throughout the global business, that extend the scope of self-servicetransactions available to shareholders and employee plan members.

Issuer Online is a service for clients that provides them withready access to their share registers. Enhancementsimplemented this year in Australia enable detailedmanagement information reports to be immediatelyavailable and delivered in an easy to use format.

Global IRtrack is a web-enabled service, tailored for theneeds of investor relations managers, that provides detailedinformation on investment funds and their managers.Designed and implemented by Technology Services, IRtrackwill be implemented in all key markets and has beenadopted as the system of choice by NASDAQ.

EMPLOYEE SHARE SCHEME TECHNOLOGYTechnology Services has provided a wide range of softwareenhancements to drive greater efficiencies and improvedlevels of service in support of the plans managementbusinesses worldwide.

Following its successful deployment in the US and Australia,a service was introduced in the UK that allows employeeswho have options to use our web-service to both exercisetheir options and to sell them on the date of their exercise.This has been used successfully by a number of clients,providing their employees with a much improved service.

The North American region has implemented web-enabledservices and IVR that allows shareholders to conducttransactions online, further reducing costs to the business.Over 50% of Canada’s total plan participants (60,000) nowhave access to their accounts online.

GLOBAL REPORTINGMulti-national clients listed on more than one stockexchange have to maintain share registers in each country inwhich they are listed. A unique benefit for these internationalclients is the ability to provide a single view of these shareregisters. This is made possible because they are allmaintained on Computershare’s technology platform that isbrought together through innovative web technology,delivering a consolidated view of international shareregisters to our multi-national companies.

GLOBAL HEADQUARTERSIn April 2004, the move to our new global headquarters atYarra Falls in Johnston Street, Abbotsford was completed.The technical complexities of moving hardware thatsupports 16 million shareholder accounts and thetechnology infrastructure necessary to support well over1000 staff cannot be underestimated.

It is therefore pleasing to report that the move occurredwithout any interruption to service and without anydegradation in systems.

INTERNAL APPLICATIONSIn addition to developing technology to aid the globalbusinesses, Technology Services also provides systems and solutions to bring efficiencies into the internaladministration. Many of these technologies are appliedglobally and include the billing system, a new clientrelationship management system, HR system and manyothers that either help to manage the service to clients orhelp in the general administration of the company.

NEW MARKETS IN THE UK REGIONComputershare has expanded its service offering to anumber of new sectors in the UK region. These have beensupported by new products developed by the technologygroup and include:

– Enhancing the registry system to provide back officefacilities for the UK Gilts Market on behalf of the Bank of England

– Expanding the Internet and IVR service to captureinterest in a financial product for a high street retailer;and

– Enhancing the registry system to be able to operateNational Health Service member registers on behalf ofvarious trust organisations.

INTEGRATION OF ACQUISITIONS IN NORTH AMERICAThe transition and integration of Georgeson ShareholderCommunications and Transcentive from an infrastructureperspective (desktops, networks, etc) has been successfullycompleted. Work has continued with the business lines toidentify synergies and opportunities in applications andservices. To date appreciable savings have been realised, as well as identifying services that were being outsourcedand are now performed in-house including cheque printing.

12 COMPUTERSHARE Global Reports 2004

Technology Services Global Report (cont’d)


MARKETS TECHNOLOGY

The Year in ReviewComputershare Markets Technology provides the mostadvanced software systems for automated trading, orderrouting, real time surveillance of market activity, and post-trade clearing and settlement. More than fifty organisationsnow critically depend upon Computershare’s software intheir day-to-day business operations; the largest marketstechnology customer base in the world.

The relationship with ICAP plc, the world’s largest inter-dealer broker, continued to expand, consolidating our role asone of their key technology providers. Several projects werecompleted for innovative extensions to the X-streamtechnology, which is used by ICAP for assisting interest ratederivative trading under the name i-Swap. ICAP has nowconnected 39 European banks to i-Swap, with a further tenconnections expected in the coming year. ICAP hascommitted publicly to initiating electronic matching on thisplatform in September; a significant development in theinternational capital markets.

The purchase of the software assets of a competitor inreceivership included an undertaking to provide support toexisting customers; and this has been rewarded with theconclusion of support contracts with nearly all thesecustomers. A key strategy for these clients was to improvethe quality of their software. This was achieved byintroducing proper software disciplines and integratingexisting business practices; all delivered through thedevelopment team in Calgary and the support office inDubai. The results speak for themselves, with five clientsordering upgrades to the latest version and several morecontinuing to express interest.

Significant Transactions– Markets technology has extended the licence

agreements with ICAP in the UK for a further three yearsand agreed additional orders for software development,including:

– Signed an agreement to supply a turnkey solution to thePhilippine Dealing & Exchange Corporation (PDEX), thefirst official electronic market for government and privatedebt in the Philippines, due to be operational this year

– Signed a turnkey agreement with the Toronto-basedCanadian Trading and Quotation Inc, a new exchange foremerging companies, which successfully launched in thefirst half of the year

– Concluded maintenance and support agreements withnearly all the former users of Horizon & Equator productsand commenced software upgrade projects for five of these; and

– The Australian Stock Exchange (ASX) agreed to purchasethe SMARTS surveillance system with implementationplanned for later this year.

Market ConditionsCustomers and potential customers remained cautious this past year as they sought to gauge the durability of theupturn in global trading in the financial markets. Thisresulted in a continuation of the relatively low demand fornew technology that we have experienced since 2002.

Consolidation continues within the industry, improvingComputershare’s relative position as well as generating new business opportunities.

OutlookThere has been a general increase in interest from potentialcustomers in the latter part of the year, which looks likecontinuing through 2005.

To take maximum advantage of these opportunities, theMarkets Technology Group now operates as a distinctbusiness line with Peter Jessup as Managing Director andStuart Crosby as Chairman. This will enable us to invest inbusiness development and sales capacity and to track thevalue created by that investment.

With stronger business development and sales, a wellmanaged cost base and a team of some of the mostexperienced technologists in the industry, ComputershareMarkets Technology is ideally placed to take advantage ofthe new business cycle.

Priorities for the Coming YearStrong focus will continue to be given to research anddevelopment to maintain technological leadership.

– Further development and enrichment of our relationshipswith the existing client base; and

– The increased investment in business development willbe leveraged into sales capacity to turn the excitingpipeline of opportunities into successfulimplementations. This will be supported by a range ofmarketing activities with both existing clients andprospects.



The full acquisition of Pepper Technologies AG wascompleted during the course of the financial year and it wasconsidered helpful to provide an explanation of the businessto shareholders.

BackgroundPepper Technologies AG was founded in Munich, Germanyin 1998 and was acquired by Computershare in February2004. It trades under the name of ComputersharePepper inAustralia, the US and the UK.

The Pepper business model is a unique blend of strategicconsulting, data analytics, creative marketingcommunication and innovative technology that cometogether to create customised communication strategiesthat target selected corporate stakeholders, such asshareholders, employees and customers. Pepper pioneeredground-breaking research in the UK, and was able todemonstrate, for example, that shareholders tend to use theservices or products of companies in which they holdshares, far more than non-shareholders. Through thisresearch, Pepper recognised the potential value of investorsas customers of the company and called these shareholders‘Investomers’.

In response to the growing trend of electroniccommunication that, in many ways, coincided with the drive by companies to reduce the cost of shareholdercommunication, Pepper expanded its service to includetargeted campaigns aimed at obtaining email addressesfrom shareholders, together with their permission to receiveelectronic documentation from the company. Through adetailed analysis of the shareholder database, Pepperidentified individuals who would be most likely to accept an invitation to take up e-communications with the resultthat the take-up rate was far higher than had previouslybeen achieved.

This was further augmented with the introduction, inAustralia, of eTree – an initiative that is fully described on the page opposite.

In tandem with these developments, Pepper responded to the growing popularity of employee plans, by offering aservice that drew on its technology and communicationskills to create communication strategies for prospectiveparticipants in a new plan.

Their skill in applying innovative technology design withappropriately crafted communication strategies has resultedin a growing demand to provide these services tocompanies, beyond their shareholder base, to includecustomers and loyalty program members.

The Year in Review– The expansion to eight international locations in the US,

UK, Europe, Asia and Australia over the last 24 monthshas contributed to an annual growth rate of more than80%. Staff numbers doubled in 12 months to 165 byJune 2004, elevating Pepper to one of Germany’s Top100 employers for two consecutive years*.

– Growth is further reflected through an increase inrevenue and a positive contribution to profitability this year; and

– To date, Pepper has analysed the records of more than40 million customers, 15 million shareholders and fivemillion employees for Global Fortune 1000 companies.Time zone managers across the world service majorclients including AMP, Rio Tinto, Coles Myer, BHP Billiton,Hewlett Packard, BP and Deutsche Post.

*measured by number of new jobs created.

Significant Transactions– Established a long-term contract to provide

communication and consulting services to HewlettPackard (HP) in the EMEA region, as well as a contract todeliver a monthly electronic newsletter to HP customersacross the world; and

– Developed eTree, which is an innovative shareholderemail capture campaign and launched it successfully inAustralia. A total of 32 companies participate to date.The campaign recently expanded to the US andCanadian markets.

Priorities for the Coming Year– To expand Pepper service and solution offerings

across the globe and to increase business opportunitiesworldwide

– To focus on further improving profitability

– To continue to grow a Fortune 1000 client base; and

– To cross-sell Pepper services and solutions together withComputershare offerings.

14 COMPUTERSHARE Global Reports 2004

Pepper Global Report


e T r e e

A Computershare initiativewith Landcare Australia

The brainchild of ComputersharePepper, this initiative wasdriven by a desire to encourage shareholders to acceptshareholder communications electronically, in order toreduce the significant costs borne by companies as theychurn through an estimated 180 million sheets of papereach year in Australia alone.

The receipt of electronic versions of paper communicationsis a trend that is growing throughout the world as it gainsgreater acceptance within a global community who, moreand more, are embracing the new technologies. It is believedthat the growth in electronic communication will rise at aneven steeper rate within the next decade and, as aconsequence, it is essential to ensure that clients are in aposition to extract the benefits that will flow from this trend.

Early research indicated that, despite the high percentage of Australia’s population having access to the internet, the take-up rate for electronic communications (e-communications) was incredibly low – less than one per cent. Clearly there was a need to consider why this wasthe case and to create an initiative that would drive awayshareholders’ ambivalence and give them a reason to act.

Computershare considered a range of strategies, but the one that stood out from the crowd was eTree. At its most basic level, the concept was to provide adonation in exchange for a shareholder’s decision to accept future e-communications from their company. The donation would be used to fund re-vegetation andlandscape change projects in areas of environmental stress throughout Australia.

Research was undertaken to find a partner for this proposaland attention was drawn to Landcare Australia. Here was an organisation that had an enormous reputation for itsenvironmental work that is implemented through a series ofnetworks throughout Australia. These networks consist ofprofessionals and volunteers who work enthusiastically andtirelessly to create a real difference where it matters.

It is not surprising therefore that the company entered into early discussions with the Landcare team and from this created the partnership and framework for the eTreeinitiative.

In advance of the official launch of eTree in March 2004, 14 of Australia’s top corporates, representing 5.5 millionshareholders, joined as foundation members and agreedthat, as part of their membership, they would donate $2.00 for every shareholder who gave their permission forthe company to send all documents electronically. Landcareundertook to direct these funds to a major project in thestate in which the shareholder lives.

Since the launch four months ago, eTree has more thandoubled in size, with 32 Australian listed companies onboard and well over 125,000 shareholders giving theirpermission for e-communication. This has translated into theplanting or planned planting of around 500,000 trees and webelieve that many more companies and shareholders willfollow suit over the next year or two. Brian Scarsbrick, CEOof Landcare Australia, said at the launch of eTree, “this could be the most important initiative in land conservationand landscape change in Australia.”

Australia is not the only country that will gain benefit from this initiative. Our business in the UK came up with the first partnership through Future Forests, while ourCanadian and US businesses have teamed up with TreeCanada Foundation and American Forests to launch similar initiatives.

If you have not already signed up for electronic communicationswith Computershare (or any other company whose registerwe maintain) and would like to help the environment, youcan register now by simply going to www.eTree.com.auand following the prompts.


From Envelope to ENVIRONMENT


ASIA PACIFIC Computershare has businesses spread across the AsiaPacific region, with representation in Australia, Hong Kong,India, New Zealand, the Philippines and Singapore.

A combination of acquisitions, increased corporate activity,continued efficiency benefits from last year’s restructuringand new business wins drove a much improved year in theAsia Pacific region, with revenues up 32% and EBITDA up18% to $63.3 million on 2003.

Most importantly, while we cannot completely immunise ourcompanies from business and market cycles, the hard workof the past couple of years places us in a strong position tomaintain our strong performance.

Increasingly, we are able to integrate our various offerings to provide unique solutions to clients in servicing a variety of stakeholder record keeping, analysis and communicationsneeds. These solutions depend less and less on the type ofstakeholder. We have provided solutions for shareholders,debt holders, employees and customers; indeed some ofthe most eciting solutions service more than one group.Acquisitions such as Georgeson ShareholderCommunications and Pepper Technologies further enhanceour ability to deliver solutions to our clients that are notavailable from any other source.

Operational improvements from new technologies andstructures, and the shared services arrangements we haveput in place, have enabled us to compete successfully insome markets where pricing has been under great pressure.Meanwhile, we remain focused on delivering continualimprovements in service to our clients and theirstakeholders.

Our investment in the sales and account management skills of our client and prospect-facing personnel continuesto pay dividends in winning new business.

Effective people management was a key regional focusduring the year, in particular in terms of developing‘employer of choice’ arrangements and delivering tangiblevalue back to employees. For instance, monthly ‘Reward and Recognition’ programs are now in place, and flexiblework hours (such as shift work) have been introduced whereit is operationally viable.

In Australia, the move to new, consolidated globalheadquarters in Abbotsford, Victoria, has streamlinedinternal communications and coordination significantly.

REGIONAL OPERATIONS

Highlights– Continuing the centralisation and standardisation

of operational processing that had commenced in March 2003; and

– Significant improvements in productivity, accuracy and efficiency.

The Year in ReviewOne of the key developments during the year washarnessing the benefits of the centralisation of operationalprocessing begun in FY 2003 and continued through FY 2004. Our regional operations unit now supports all ourAustralian business lines and not just Investor Services.

Our key operational focus during the year was tostandardise processes to improve the quality of service,including service consistency and reliability. This in turnenabled far more advanced reporting, tracking, forecastingand resourcing. As a result of these and other changes,productivity increased substantially.

A number of changes were implemented to improvestakeholders’ experiences in dealing with us. These included‘First Point Resolution’ (significantly reducing the number oflinks in a typical enquiry chain) and ‘Talk First’ (initiatingtelephone contact to resolve stakeholder queries rather thanrelying on correspondence).

The Australian operations unit dealt with about six milliondata transactions during the year. Over 75% of these wereprocessed using Electronic Data Capture, with minimalmanual involvement. Almost all of the remainder wentthrough our Workflow system where, through a combinationof automated business rules and image-based processing,paper movement is minimised.

The Computershare Communication Centre now processesan average of 6,500 inbound routine calls per day frominvestors and employee holders across Australia. Inquantitative terms, a key measure is that the average speedof answer is now between 12 and 30 seconds.

16 COMPUTERSHARE Regional Reports 2004

Regional Overview

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In qualitative terms, we continued to use independentbodies to research stakeholder satisfaction. Surveys ofinvestors in the June 2004 quarter indicated high levels of service satisfaction, for instance:

– Approximately 94% of callers who responded to the survey were satisfied with their telephonerepresentative, with 71% being very satisfied (up by 4 points on 2003)

– Approximately 91% of callers who responded to thesurvey were satisfied with their telephone contact, with62% being very satisfied (up by 3 points on 2003); and

– 91% were satisfied with the overall service they received.

A number of factors contributed to these strong results,including the greater uptake/use of Interactive VoiceResponse (IVR) for simple account maintenance tasks.Better knowledge management has also contributedsignificantly, with much enhanced access for call agents to information delivered during the year.

In telephony, campaigns work (both inbound and outbound)increased markedly during the year, becoming a significantsource of revenue.

Outside Australia, we participated in a number of initiativesthat will lead to more standardisation across processes,structures and responsibilities.

Outlook and PrioritiesWe will continue to drive operational efficiencies and quality and seek to benchmark/demonstrate these gainspublicly. For instance, in July 2004 our CommunicationCentre was awarded the Australian Teleservices Association’s‘2004 Teleservices Centre of the Year for Victoria andTasmania’, beating a field of 100 nominees. The centre is anentrant in the Australian national awards, to be judged inSeptember 2004.

REGIONAL BUSINESS DEVELOPMENT – SALES AND MARKETING

Highlights– Significant investment in methodology, skills and

supporting infrastructure for market-facing employeesacross the Australian businesses

– New sales incentive program online; and

– Focus on product development.

The Year in ReviewAn account and opportunity management framework wasintroduced that facilitates more robust client engagementthrough specific retention strategies, cross-selling and up-selling methodologies. This has been supported by the implementation across all Australian business lines ofcustomer relationship management (CRM) software. In a key example, a sales management, strategic sellingmethodology was introduced to enable sales managers touse CRM data to manage their businesses more effectively.

Product development was strengthened as a discipline, withfull documentation of the product range, detailed productlifecycle analysis, and the careful ‘packaging’ ofComputershare capabilities in areas such as meetingservices. For instance, a new product, ‘Quorum’ has beentaken to market with strong results across a range of non-traditional areas, from sporting clubs to enterpriseemployment agreements to creditors meetings in high-profile insolvencies.



AUSTRALIAINVESTOR RELATIONS

Highlights– Holding market share at over 60% despite aggressive

competition and moderate levels of activity

– Winning the second largest register in Australia in IAG

– Successfully executing on a range of complex corporateactions, including demergers for AMP and CSR, theVirgin Blue and Pacific Brands IPOs, the spin-off of ALH by Fosters and the ANZ rights issue; and

– Deploying the new account and opportunitymanagement framework across the registry business.

The Year in ReviewThe revitalisation of Computershare’s Australian operational,account management and sales infrastructure provided theplatform for an excellent year for our Australian InvestorServices business.

The creation of specific service methodologies helped us tobetter define our value propositions, particularly in the‘online IPO’ and ‘integrated IPO’ product area.

The 73 IPOs we managed brought under our managementan extra 250,000 securityholders. Overall, we increased thenumber of holders under management by 16%.

By year end, we managed the registers of 1,200 clients,including:

– 61% of all ASX listed companies; and

– 62% of ASX 200 companies.

Independent customer satisfaction research (both qualitativeand quantitative) rated higher than any other industrycompetitor in the key indices of ‘pro-activity’ and‘innovation’. The research forms part of our continuousimprovement program.

An important innovation was the roll-out of our newreporting solution for issuer clients. This improves ourservice offering to registry clients, sets new benchmarks ininformation ‘useability’, and saves our clients money as wellas reducing demands on their internal resources.

We also held discussion forums with major issuers inSydney and Melbourne. Under the banner ‘SmarterRegistry’, these forums marked a change in the way weinteract with our clients and targets, reinforcing our positionas thought leaders. These forums will be held annually.

The Commonwealth Government’s CLERP 9 reforms wereratified in the Parliament and we worked with our clients to help ensure a smooth transition to the new arrangements,and in some cases supporting the new provisions through registry innovation (eg e-communication productsand services).

Market ConditionsFinancial markets in Australia have seen levels of activitythat are only reasonable in absolute terms, but better than in many other markets globally.

Competition in our sector remains strong, with aggressivepricing from our competitors, which we continue to addressby efficiency improvements and by differentiating ouroffering. Nevertheless, despite this more competitiveenvironment, we have managed to retain acceptable profitmargins. We are optimistic that the pricing pressure wehave seen over the past few years will start to reduce overthe coming period.

Significant Transactions– The AMP Limited demerger was a highlight, resulting

in creation of a new entity in HHG plc. The scale of thedemerger exercise was significant and it drew on arange of Computershare resources across the globe,including investor services, analytics, campaigns andComputersharePepper

– The CSR Limited demerger created a new entity inRinker Group Limited and Foster’s Group Limited spun-off Australian Leisure & Hospitality Limited

– We won the right to manage the register for insurancegiant Insurance Australia Group Limited in a competitivetender. This represents a contract to service 1.1 millionholders for a period of three years which commenced in April 2004

– We processed most of the high profile IPOs for the year, including Pacific Brands Limited, Virgin BlueHoldings Limited, Repco Corporation Limited and JB HI-Fi Limited; and

– We undertook a large number of other capitalmanagement transactions, the largest of which was the rights issue for Australia and New Zealand BankingGroup Limited.

Outlook and Priorities– In the short term, it is likely that corporate action activity

(including IPOs) will remain subdued for the first part ofthe year

– Revenue growth will continue to be driven by wideningthe range of products we introduce to our registry clientbase, using account and opportunity managementdisciplines to convert leads into sales

– We have a healthy sales pipeline for the registrybusiness, which we will be actively pursuing

– At the regional level, we are exploring a number of initiativesto differentiate our service delivery by drawing upon:

– our more flexible operations model; and

– our expertise in stakeholder relationshipmanagement.


Regional Reports


ANALYTICS

The Year in Review– By the close of FY 2004 we were servicing 54%

of companies on the Australian S&P/ASX 100

– In the second quarter of FY 2004 our expansioncontinued with the establishment of a Melbourne officeto service its growing clientele and market position inSouth Eastern Australia

– We also grew our back office operations in Manila asa deliberate part of strengthening our ‘footprint’ inAsia Pacific

– During the year we focused on expanding our investorrelations consulting services, encompassing:

– New technology to boost efficiencies (such aselectronic data capture); and

– Development of the new IRtrack product for globalrelease in 3Q 2005.

Market Conditions– The market was buoyant in FY 2004. Australian capital

raising and M&A activities were markedly more activethan the same period last year. Our business performedvery strongly and increased its EBITDA contribution bymore than 130%

– The Computershare group’s cross-selling framework inAustralia continued to provide a major source of newbusiness opportunities, contributing 27% of sales

– Risk management solutions remain a key focus withinour value/sales proposition, in particular investorrelations consulting services in respect of:

– Foreign ownership monitoring

– Tax losses compliance

– Merger & Acquisition

– M&A work continued solidly, as the number of corporatetakeovers in the Australian market grew, particularly inthe resources and listed property trust sectors; and

– In the fiscal year’s second half, Georgeson ShareholderCommunications was integrated into the Computersharegroup. Within a relatively short period, we have beenable to package and jointly take to market the ownershipidentification services of Analytics with the proxycampaign services of Georgeson.

OutlookThe Asia Pacific region holds excellent potential andexpansion regionally is being pursued.

In turn, this strategy will assist us to support more cross-

border transactions and multi-national clients with secondarylistings, which will enable Analytics’ global reach to beeffectively deployed.

Priorities– We will maintain a focus on harnessing technology

to deliver business efficiencies and product innovation.The highlight will be the launch of the new IRtrackproduct, a global ownership database with sophisticatedcontact management functionality that will providesignificant resources on the desktops of investorrelations managers; and

– Overall we see the Asia-Pacific region continuing toprovide growth opportunities and we will continue to up-sell and cross-sell other Computershare servicesto exploit that environment and drive revenue growth.

DOCUMENT SERVICES

The Year in ReviewThis year we took advantage of improvements in the qualityand skills of our management team to create processes,practice and technology that give enhanced scalability to ourservices and to prepare for and drive the growing appetiteto replace white paper with electronic communications.We continue to fine tune this work. We are encouraged witha very positive result this year, with an EBITDA contributiondouble that of the previous year. We are in a position tocontinue to drive growth in both our commercial and ourregistry-related businesses.

In response to the emerging trend for electroniccommunications, we purchased the E-Business forEnterprise (EBE) software platform, and took over relateddevelopment resources and customer contracts fromTechnology Partners Group. This strategic acquisition,secured in June 2004, gives us unmatched ability to delivertools and channels for communication across web, email,fax and SMS. The EBE team is one of Australia’s fewcertified payment channel providers for paymentconsolidators POSTbillpay® and BPAY View™.

These factors have combined to demonstrate ourdifferentiation in the market, moving customers away from the ‘low-cost, commodity-based’ product modeltowards the value-added, service solution using technology and methodology to win and retain majorcustomers and projects.

Market ConditionsThe design, printing and mail industry is extremelycompetitive and has undergone rationalisation over the pasttwelve months. This has put pressure on margins. But thereare some positive trends that will benefit our business goingforward. The increased importance of corporate governance,for example, is driving companies to communicate morefrequently with their shareholders, and in more detail.



Our strength in electronic communications helps our clientscontain the costs associated with this trend, while improvingthe immediacy of the communication itself.

Significant Transactions– Successfully secured a leading retail company’s

account for the personalisation of the store card anddirect marketing work, including catalogues. Thecontract is for an initial term of three years and is amarque for the launching of the Sydney business intothe commercial market

– The Westfield Group merger was handled by our Sydneyoffice. The Scheme of Arrangement was designed,printed and mailed within less than one week

– Insurance Australia Group (IAG) moved its business (and a one million-plus investor base) to ComputershareInvestor Services in April. Initially, delivery of print andmail solutions was not part of the contract; howevernew shareholder packs, planned ad hoc corporatemailings and the annual report were provided

– E-business – Viewpoint implementation into AWB,including fax and email communications to handle all electronic communications as an extension of thewhite paper mailing currently provided; and

– Annual Reports and prospectuses – awarded design and production contracts with AUI, DUI, CapralAluminium, Dairycorp and Computershare.

OutlookMore and more, clients and prospects are looking toconsolidate the number of suppliers of outsourcedstakeholder communications. They are demanding morevalue-added services which provide greater opportunities to deliver against their broader business objectives. The challenge for the next 12 months is to ensure that theproduct mix taken to the market is unique and innovativewhile providing real value. This will be achieved through theeffective bundling of Computershare’s overall offering,together with research and investment into new technologysuch as e-business delivery and full colour digital printing.

Priorities – We will be working to double our market share in

New South Wales (currently at 5% with a plan toincrease to 10% of the market)

– Winning a major account in our chosen commercialsegment in Victoria and New South Wales; and

– Roll out and produce sales of Global Viewpoint toexisting and new customers.

PLAN MANAGERS

The Year in ReviewA 33% improvement in profitability this year underpinned a very satisfying growth trend in this business.

We run employee share plan arrangements for 66 per centof the Australian S&P/ASX 100 companies. Corporate clientnumbers increased from 74 to 95, which includes both ASX-listed and subsidiaries of foreign listed entities.

By the end of FY 2004 we were managing 140,000employee participants, with over $1 billion worth of shares,representing growth of 40% and 50% respectively. Over$100 million worth of share purchases were conducted onbehalf of employee plan participants, as contributory-styleplans increased in popularity.

This year Computershare Plan Managers became fullylicensed under the new Australian Financial Services ReformLegislation. The new regulation saw expected growth in ourPlan Custodial Services materialise.

Plans offering management services remained a key focusand we expanded our advisory role with clients to includestrategies aimed at increasing employee participation levelsand improving employee understanding of the financial andtaxation benefits available under the share plans offered tothem. We also significantly enhanced internet functionalityfor employee holders and delivered a range of other newand improved facilities and services.

Market ConditionsOverall the Australian market has experienced a buoyant, if at times volatile, year. Further compliance and regulationsare being progressively introduced to the employee shareplan marketplace. These make our outsource model moreattractive and lead to increased demand for our planservices.

In the second half of FY 2004 we reviewed Employee SharePlan programs among Australian S&P/ASX 100 companies.Some of the key findings are:

– Contributory style plans (often based on salary sacrifice)are becoming the most common form of plan offered togeneral employees. We expect this trend to continue

– A price discount or matching component is alsobecoming a prominent feature of many contributory style plans

– In line with the heightened corporate governanceenvironment, plans are increasingly being linked tocompany performance, usually with respect to profitguidance. Interestingly, retail and institutional shareholdersgenerally support broad-based employee offers and thefinancial commitment and/or risk they entail; and

– ‘Gift’ shares have proved to be extremely popular withemployees, with typical take-up rates in the 90 per cent


Regional Reports (cont’d)


range. However such plans will be closely reviewed inlight of new accounting standards due to take effect inFY 2005 requiring all share plan discounts to be fullyexpensed to profit and loss statements.

These findings all point to growing demand for the broadrange of services we provide. Companies continue to look toequity-based pay incentives as a key strategic tool in theirremuneration strategy design. Along with new regulation,clients will increasingly look to maximise investment in theirshare plan programs, with a renewed focus on effectivelycommunicating the plan benefits and purposes with theiremployees. The team has a long and proven track record inthis area, having conducted many successful plan launchesand re-offers over the past six years.

Significant Transactions – In December 2004, AMP de-merged and created

a separate company (HHG) on the base of its UKoperations. We were in charge of recalculating the employee entitlements of 10,000 employees in 11 different employee plan programs across the twoentities, preparing and distributing explanatorycorrespondence and payments in three currencies

– A new ESP program was implemented on behalf ofAustralia & New Zealand Banking Group, for 6,000employees in New Zealand arising from the client’stakeover of the National Bank of New Zealand. PlanManagers also coordinated the extension of the rightsissue in November 2003 to fund the New Zealandacquisition, with rights entitlements offered to theBank’s 22,000 Australian plan participants

– Consumer brands company Pacific Brands has 5,000staff in Australia and New Zealand. We were appointedto launch the client’s broad-based employee ownershipprogram in conjunction with its initial public offering inApril 2004. We provided a communications programinvolving over 70 presentations to 20 work sites and thecreation of a branded website; the result saw a 99 percent take-up and a high comprehension rate; and

– Fast-growing new airline, Virgin Blue Limited, had over2,500 eligible employees at the time of its listing inDecember 2004. Our job was to create and launch twodistinct share plans for employees to coincide with thelisting. Plan Managers implemented a communicationstrategy (including personalised offer packs) to boostemployee understanding of the offer. The result saw 95 per cent uptake of the gift offer and 37 per centuptake of the KEPP plans.

Priorities for the Coming Year– Marketing our new online trading system that allows

participants to sell/transfer available securities online

– Developing our global opportunities with Transcentive,our North American and UK-based colleagues; and

– Continue to drive efficiencies through our systemsdevelopment initiatives.

HONG KONG INVESTOR SERVICES

The Year in ReviewOur share registry provides services to 417 listed companiesrepresenting a market share of 83%, measured in terms oftotal market capitalisation. Client companies include 21 ofthe 33 Hang Seng Index Constituent Stock Issuers, all 37Hang Seng China Enterprise Index constituents and half ofthe companies listed on the GEM Equity Index.

A slow start to FY 2003 gave way to a significant revival in market activity throughout the remaining period. MainlandChina companies continued to actively seek listing in Hong Kong with a number of pioneer industries being listed, including the insurance, dairy, supermarkets andautomobile industries.

During the year, we handled 44 initial public offerings;accounting for 83% of the total funds raised on the HongKong market.

As a consequence we achieved revenue ahead of forecastand an improvement of 18% in profitability when comparedto the same period last year.

Market ConditionsMarket conditions during the period have been buoyant andshow little sign of abating. Chinese companies continue tohave an appetite to list their securities in Hong Kong and weremain well placed to benefit from this.

Whilst competition in Hong Kong remains keen, we continueto hold our market share in existing business and to win anappropriate share of new business entering the market.

Hong Kong’s move to eliminate share certificates takes itsfirst, careful step in FY 2005 with the removal of sharecertificates that support the shareholding for the nationaldepository.

Significant Transactions– We now represent all three of the insurance companies

of mainland China including China Life Insurance, thelargest IPO of 2003, PICC Property and Casualty andPing An Insurance



– We successfully managed two other large IPOs; Great Wall Automobile and Fujian Zijin Mining

– The largest global IPO in the first half of 2004 was PingAn Insurance, having successfully sought dual listings inNew York and Hong Kong Stock Exchanges. We wereappointed its share registrar for the IPO and ongoingservices; and

– We played a key role in the global public offering ofSemiconductor Manufacturing International Corporation,a reputable semi-conductor manufacturer and a privately-owned enterprise in China.

Priorities for the Coming Year– To re-locate to new offices in September 2004, to

better meet the needs of the growing clientele andshareholder base; and

– To assist Georgeson Shareholder Communication in theirplans to expand into Hong Kong.

NEW ZEALANDINVESTOR SERVICES

The Year in ReviewThis year our market share and key performance indicatorshave remained relatively stable:

– 70% of companies on the New Zealand Exchange(including 45 of the Top 50 and all the Top 10)

– 90% of issued capital of listed companies

– 85% of transactions through the NZX; and

– Total number of investors up from 1.6 to 1.7 million.

The activities and profile of New Zealand Exchange Ltd(NZX) have increased markedly and although the marketcapitalisation of companies listed on NZX has increased by20% over the past year, there has not been a significantincrease in the number of listed entities nor in the numberor volume of trades on the market.

The debt market has seen considerable change over theyear with the decision by the Reserve Bank of New Zealandto cease providing registry (transfer agency) services. We were largely successful in bidding for this business andhave secured over 70% of the former Reserve Bank clients. We now have some 170 clients with a wide variety of debt instruments, representing in excess of 250,000individual investments.

To satisfy regulatory requirements, this year we launched a facility whereby companies can be advised of changes tothe holdings of listed companies’ shares of directors or‘officers’ of the company as soon as the change is recordedon the register.

During the year we co-operated with both the New ZealandInland Revenue Department and the Australian TaxationOffice to implement a new trans-Tasman tax agreement,whereby tax credits can be given on dividends granted toshareholders in both countries under certain conditions. A number of companies on both sides of the Tasman havealready taken advantage of this facility.

To meet the needs of the many issuers of wholesale debtfor whom we now act, we have expanded our range ofservices to include settlement and paying agency servicesfor these clients.

Market ConditionsFrom a solid base, corporate activity slowed markedly in thethird quarter, but revived strongly in the fourth quarter, witha larger than usual number of initial public offerings of bothequities and debt securities. Although all of these were fullyor over-subscribed, they were mainly small issues and didnot attract large numbers of new investors.

Towards the end of the year a number of proposed IPOswere postponed because of a perceived lack of demand.

The issue by our existing equity clients of ConvertibleBonds, paying an attractive rate of interest, continues to bea method of raising funds that is popular with issuers andinvestors alike. With a typical term of five to seven years andgenerally paying interest quarterly, these bonds constitutevaluable long-term registry business.

Significant Transactions– We have been able to capitalise on Computershare’s

trans-Tasman presence by acting as the local managerfor Australian listed companies with a NZ branchregister. Examples include:

– AMP demerger

– HHG plc float

– Pacific Brands initial public offering and employee offer

– Our key clients are, in the main, household names and/orsignificant in terms of size and strategic importance.They include: Telecom Corporation of NZ, TOWER Ltd,Contact Energy, Auckland International Airport, Air NewZealand, Carter Holt Harvey and Fletcher Building Ltd

– Our experienced staff have enabled us to successfullyhandle a number of increasingly complex corporateactions, including a new trend towards ‘partial’takeovers. In two such successful cases, this has alsoinvolved multi-phase scaling of the acceptances. Thesuccessful outcome of these actions has furtherstrengthened our reputation in the New Zealand marketas the only company able to handle large and/orcomplex corporate actions; and




– In addition to taking on the former Reserve Bank of NewZealand debt registry business, we were successful inassuming responsibility for the debenture register ofFisher & Paykel Finance, the finance arm of a leadingconsumer brand. We have also managed the initialpublic offerings of nine clients, who together have raisedover NZ$1.1 billion of debt.

Outlook– In November 2003 NZX Ltd introduced their second-tier

or ‘alternative’ market, known as NZAX, which wasdesigned to provide smaller enterprises with a lesscostly way of raising capital and of providing liquidity fortheir stock. Wool Equities Ltd, which was formed fromthe NZ Wool Board co-operative, was one of the firstcompanies on the NZAX and one of several which wehave assisted in that process; and

– We are continuing to build on our people and systemsexpertise in the provision of services to the retail financecompany sector. We have secured the outsourcingbusiness of a number of these companies in the pastyear and are at an advanced stage of discussions withseveral others.

Priorities– We are strengthening the level of co-ordination between

our New Zealand and Australian operations, with a viewto increasing the up-sell and cross-sell of Computershareproducts and services (eg Analytics services)

– We will continue to promote policies that protect thewelfare of our clients and their shareholders and have,through our legal advisers, made representation to TheNZ Securities Commission proposing amendments tothe NZ Companies Act and the Securities Transfer Actaimed at restricting the commercial use of publicregisters, so as to give greater protection and privacy to investors in listed securities

– Retail finance companies will continue to be a keytarget for us. The growth of this market and themomentum towards outsourcing remain strong and weplan to capitalise on this trend as a means of achievingrevenue growth; and

– In equities registration, our focus is on deepening ourknowledge of our clients’ businesses and buildingfurther loyalty to the Computershare service proposition.The experience of our staff is a primary competitiveadvantage – the average length of service now beingin excess of ten years. We are confident that as marketpractices, and corporate actions in particular, increase incomplexity, the need for this depth of experience andproven capability will be viewed as an essential attributeof an outsourced service provider and we are in a uniqueposition in this regard.

INDIA2004 saw the establishment of Karvy Computershare PrivateLimited as the largest provider of registration and transferagency services in the Indian market. A 50:50 joint venturewith Karvy Consultants Limited (a leading Indian financialservices and business process outsourcing firm), KarvyComputershare manages more than 16 million share andmutual fund accounts on behalf of more than 250 issuers. It employs more than 1,000 people.

With China, India is one of the two strongest growthengines in the global economy, and we are very excitedabout the opportunity to participate in this growth. India’sdomestic securities market infrastructure and regulatoryenvironment are developing at a rapid pace and its economyis internationalising rapidly, adding to the excitement.

Karvy Computershare has performed well since itsestablishment and we expect it to win a healthy proportionof the larger IPOs in the Indian market. Our partnership withKarvy Consultants brings together the combined benefits ofComputershare’s global expertise and Karvy’s strongposition in the Indian market.



NORTH AMERICA The 2004 fiscal year was an exceptional one forComputershare in North America. The acquisitions of Georgeson Shareholder Communications Inc (GSC), the pre-eminent firm in investor communications, andTranscentive Inc, the leading software solutions provider for equity plan administration – as well as the launch of ComputersharePepper products and services – haveexpanded business opportunities and added new and important dimensions to our North American business model.

As a result, Computershare now offers a broader spectrumof services than provided by any of our competitors,underscoring our end-to-end services and our capabilities as a single-source provider.

Our North American business is already capitalising on thesynergies we can realise through our acquisitions. We aresuccessfully cross-selling products and services betweenGSC and our Investor Services business lines, and theTranscentive acquisition has increased interest in employeeplans solutions among our transfer agency clients.

We have begun leveraging the best of our acquisition andbusiness capabilities to market new, combined products and services. For example, we have applied GSC’s investorsurveillance and ownership identification expertise to ourexisting Computershare Analytics business, creating a new,combined division and incorporating GSC services into anexpanded IRtrack product. A first significant result of thatcombination is a strategic alliance, launched in June 2004,with The NASDAQ Stock Market to offer the IRtrack productto their listed companies.

In addition to the Georgeson Shareholder and Transcentiveacquisitions, we have made great strides in all our NorthAmerican businesses in the past year.

We implemented new processes, new technology and new products and services, while continuing to win newbusiness, including:

– Increased self-service web capabilities for investors,as well as for issuers and employee stock plan providers,in the US and Canada, significantly improving ourcompetitive position

– Successfully sold a range of Document Servicessolutions to commercial clients, including a suite ofservices specifically marketed to credit unions, helpingto maximise our capital investment in facilities andequipment

– Implemented a new business model for transfer agency services in Canada, resulting in increased clientsatisfaction and retention, as well as significant revenue improvement

– Launched several new products including Credit UnionConnect™ credit union statement solutions andQuickCert™ print-on-demand stock certificates; and

– Continued to negotiate strategic acquisitions to grow the North American business, leading to the acquisitionin July 2004 of Alamo Direct, a US mutual fund proxyservices provider which, combined with GeorgesonShareholder, now makes Computershare the leadingprovider of mutual fund proxy services in the US.

As a result of these efforts and ongoing efficiencyimprovements, North America’s EBITDA for FY 2004 is 62% higher than FY 2003.


Regional Overview


GEORGESON SHAREHOLDER COMMUNICATIONS(NORTH AMERICA)For more than 65 years, Georgeson ShareholderCommunications has been the pre-eminent firm in the fieldsof proxy solicitation for corporations and mutual funds, smallshareholder programs, and post-merger clean-up services. In December 2003, Computershare acquired GeorgesonShareholder to provide our clients with the broadest rangeof end-to-end issuer services available in the industry today.

The Year in ReviewComputershare completed the acquisition on 12 December2003. Since that time, we have worked quickly to integrateGeorgeson Shareholder into Computershare’s corebusinesses. Key areas in which integration has already takenplace include:

– Formation of a new business unit combining our investor surveillance and identification services withComputershare Analytics, leveraging the AnalyticsIRtrack platform to take us to the next level in theinvestor and market intelligence marketplace

– Rationalisation and integration of corporate functions,including the executive teams, human resources, salesand marketing, finance and legal functions, to reduceexpenses and optimise resources; and

– Application of our premier sales organisation andapproach to our sales efforts in all business lines.

Throughout this transition period, we have maintained ourdominant market position across our lines of business. For example:

In the USA, the Proxy Solicitation and Corporate GovernanceConsulting group added a significant number of new clients.The group also maintained its excellent winning recordcompared to its competitors in the proxy fight segment ofits business – successful in 71% of proxy fights in which itwas retained. The Mutual Fund Proxy group also maintainedstrong performance, realising the full impact of its newproprietary proxy software application, which providesgreater efficiencies for its clients through more targetedsolicitation campaigns and higher vote gathering rates.

In addition, we served as information agent, dealer/manageror solicitor on seven of the top 10 largest merger andacquisition transactions. Moreover, the PostMergerCleanUp™ group added more than 80% of its targetedprospects as new clients, and the Small ShareholderPrograms group continued excellent revenue growth andmaintained its strong market share.

In Canada, we continued to lead the market in proxysolicitation, Asset Reunification™ and small shareholderprograms. In addition, we are preparing to capitalise onchanges in the regulatory environment through theimplementation of National Instrument 54-101, which will allow direct access to beneficial shareholders.

Market ConditionsIntensive scrutiny of corporate governance practices andincreased shareholder activism across North America havecreated a fertile environment for our proxy solicitation andcorporate governance consulting services. At the same time,the mutual fund industry is beginning to return its attentionto restructuring activity, driving an increase in the need forsolicitation campaigns.

In addition, the implementation of National Instrument 54-101 in Canada will allow us direct access to beneficialshareholder information for contested transactions, creatingadditional opportunities.

Significant TransactionsEfforts to cross-sell services to Computershare investorservices and corporate trust clients, and vice versa, arealready bearing fruit. Through June 2004, more than 40 cross-sell deals have closed, including:

– Petrofund: Asset Reunification referral fromComputershare Western Canada

– Ethyl Corporation: Post-merger clean-up referral fromComputershare Trust Company of New York

– Lockheed Martin: Corporate action tabulation referral to Computershare Trust Company of New York; and

– FPL Group: Proxy solicitation referral fromComputershare Investor Services.

In addition, we have completed significant transactions in alllines of business for several major US companies such as:

– Merger and acquisition services: Bank One Corporationmerger with JP Morgan Chase & Co. and AT&T WirelessServices Inc. merger with Cingular Wireless Corporation

– Post merger clean up: Unilever, Bank One Corporationand AXA

– Small shareholder programs: Agere, Bristol-Myers,Medco and International Paper

– Mutual fund proxy solicitation: AIM Management Group,Prudential Investments, AIG SunAmerica AssetManagement and Neuberger Berman Funds; and

– In Canada, significant transactions included assetreunification for a large, multinational insurance group,as well as for Manulife and Encana.



Priorities for the Coming YearDuring the upcoming fiscal year, we will focus on:

– Improving efficiencies and reducing costs throughadditional back-office integration with Computershare,including migration of processing functions toComputershare systems

– Increasing cross-selling among all lines of business,leveraging Computershare’s investor services and corporate trust client relationships, to increase sales, as well as steering clients to additionalComputershare services

– Leveraging the strength and expertise of our sales teamto increase sales capability across the Computershareorganisation; and

– Capitalising on opportunities created in the marketplacethrough changes in corporate governance practices andthe regulatory environment.

TRANSCENTIVE (NORTH AMERICA)The acquisition of Transcentive, in February 2004, represents an important step forward in the expansion of Computershare’s employee share plans business.Transcentive is a leading provider of employee stock plan management software and, together with its partners,serves a client base of approximately 2,500 companies,including 48% of the Fortune 1000. Through theTranscentive acquisition, we are able to offer our employeestock plan clients a full range of service options, fromsoftware solutions for self-administered plans to fully-outsourced plan administration.

The Year in ReviewThe transition and integration of Transcentive into the overall Computershare business is proceeding successfully.At the same time, Transcentive continued to exceed revenuetargets throughout the year.

Market Conditions US corporations must comply with complex laws affectingemployee share plans, which are governed by a host ofdifferent regulatory bodies worldwide. Dramatic changeshave taken place in the regulatory environment within thepast several years. One of the next major changes to beimplemented, Section 404 of the Sarbanes-Oxley Act (SOX),will shortly require US CEOs and CFOs to attest to theadequacy of internal systems and controls used to supportfinancial transactions and reporting, which must meet thescrutiny of external auditors. The web-hosted share planmanagement offering is an auditable, secure system thatensures the integrity and security of share plan

data and supports a company’s initiatives for compliancewith SOX, providing us an advantage in offering solutionsto companies facing these new compliance requirements.

In addition, anticipated changes in FY 2005 in theaccounting treatment for equity compensation, mandated by the US Financial Accounting Standards Board (FASB), also underscore the need for sophisticated valuationmodelling and financial reporting systems that calculate the impact of share plans on corporate expense andearnings per share. The need for compliance with moredemanding financial reporting requirements poses a marketopportunity for Transcentive, which is recognised as anexpert in financial reporting for share plans. Companies willbe looking for the kinds of technological solutionsTranscentive offers, to help them capture and track data tomeet more stringent corporate governance demands.

Significant TransactionsSince being acquired by Computershare, Transcentive has gained 22 new clients, including Acceris, K-SeaTransportation Partners L.P, and Skywest. In addition,following the acquisition, Transcentive expanded its servicerelationships with both Merrill Lynch and another largeinternational brokerage and financial services provider. These strategic partnerships represent a continuing revenuestream for the company. In addition, Transcentive signed anagreement with Oracle to link their Human ResourcesManagement System (HRMS) to Transcentive’s employeestock plan administration capabilities.

Priorities for the Coming Year– Completing its integration with the overall

Computershare business

– Furthering Computershare’s global share plan initiativeand establishing the company as the leading provider of global share plan solutions

– Adding straight-through processing to its NorthAmerican options business. This will combineTranscentive’s leading technology with Computershare’sadvanced trading/processing system to deliver efficientdocument processing, payments, andtrading/transactions to the existing Transcentive clientbase; and

– Leveraging Transcentive’s expertise in providing equitycompensation solutions in a rapidly changing regulatoryenvironment, to drive new business opportunities forTranscentive and for Computershare overall.




ANALYTICS SERVICES (NORTH AMERICA)

The Year in ReviewTwo major efforts brought significant growth and change to our North American Analytics group during FY 2004:

– The development of a global ownership database thatallows for tracking of more than $15 trillion in investedequity assets; and

– Integration of Georgeson Shareholders’ shareholderidentification and surveillance products and services intoIRtrack, Computershare’s web-based market surveillanceand institutional investor intelligence product.

As a result of these two developments, we have embarkedon a relaunch of IRtrack to the global market.

Sales of StreetSightTM, our online, buy-side intelligencesolution, providing institutional and mutual fund ownershipinformation to capital markets professionals, grewsignificantly during FY 2004. We continued to build itspresence at major global investment banks, as well asregional research, sales and trading firms. Over the courseof the year, we also added considerably to the content ofStreetSight, especially the number of contacts in ourdatabase and the number of hedge funds that we cover,while at the same time significantly improving the quality of the data.

Market ConditionsImprovements in market conditions have resulted inincreased demand for Analytics services, as issuers havebegun to seek tools to identify and communicate withinstitutional investors.

At the same time, the growth of independent research firmsand hedge funds, along with increased trading volumes, has resulted in an expanded market for our StreetSightcapital markets product.

Significant TransactionsThe expanded capabilities of IRtrack led to the formation of an alliance with The NASDAQ Stock Market, the largestUS electronic stock market, to offer the IRtrack product totheir 3,300 listed companies through The NASDAQ StockMarket’s Corporate Services network.

In addition, during 2004, we added a number of new clients to our StreetSight client list, including several majorinvestment banks, broker/dealers and trading firms.

Priorities for Coming YearIn the coming year we will focus on development of a new data and web platform for our StreetSight capitalmarkets product, as well as continued enhancement of our IRtrack platform.

At the same time, we will work to expand the market for ourshareholder ID and surveillance services, beyond investorrelations, to reach the investment banking community.

INVESTOR SERVICES (US)

The Year in ReviewDespite a less than healthy market and tight competition,Computershare’s US Investor Services revenues remainedstrong this fiscal year, and we added a number of transferagency (share registry) and IPO clients.

As a result of the Transcentive and Georgeson Shareholderacquisitions, Computershare’s US Investor Servicesbusiness is now in its best competitive position ever, able to offer US issuers the broadest spectrum of issuer servicesavailable from a single provider.

In addition to this major expansion over the past year, ourInvestor Services business continued to make great stridesin providing optimal solutions for our clients andshareholders through improved processes, new productofferings and enhanced technology:

– Online client and shareholder service: We increased webservices to clients and shareholders, providing greatertransactional and reporting capability. We now also offerclients direct web-based access to our record keepingsystem for real-time reporting and hands-on shareholderrecord management

– Document management processes: We completedautomation of our document management processesthrough Workflow and Electronic Data Capture (EDC),and have automated the generation of contact centreshareholder correspondence, directly from the recordkeeping system.

– QuickCert™ print-on-demand stock certificates: OurQuickCert solution provides all the security of anengraved certificate but eliminates the administrativedifficulty and cost of maintaining banknote certificateinventories. We pioneered this program and are the onlytransfer agent to receive approval from the New YorkStock Exchange for its ongoing use. We currently have61 clients using our QuickCert solution; and

– ComputersharePepper services: Following theacquisition of ComputersharePepper, we have begunpromoting Shareholder Relationship Management andeTree electronic delivery promotion services to ourtransfer agent clients, helping our clients to derivegreater value from their shareholders and to reduce their shareholder mailing costs.

Our efforts to provide improved, expanded services arereflected in high client satisfaction levels. An annualindependent third-party survey of issuers showsComputershare scored first or second among all largetransfer agents in the US in 31 out of 43 survey questions,with top scores for all questions in the client service and



mail service categories. Overall investor service satisfaction,as measured by an independent third-party survey ofshareholders in June 2004, was at 90 percent above theindustry benchmark.

Market ConditionsThe US economy is beginning to show signs of recovery,with a lift in transactional revenue over last year. Interestrates remained low throughout FY 2004. Merger andacquisition activity also remained flat, impactingtransactional revenue. At the same time, however,companies that had been holding off on their initial publicofferings began finally to move forward, although theresurgence is still fairly modest.

The US continues to be a highly competitive environment for Computershare in the investor services arena. However,with the Georgeson Shareholder and Transcentiveacquisitions plus ComputersharePepper services, we arenow positioned as an industry powerhouse for issuersseeking a full-service provider.

Many economists predict that the US economy will recovermore fully in the coming year, providing greater opportunitiesfor increasing our investor services revenue.

Significant TransactionsOur client list has grown this fiscal year with the addition of 51 new transfer agent clients, among them 10 initialpublic offerings, including salesforce.com.

New US transfer agent clients also include two major energycompanies: FPL Group and Reliant Resources.

Our corporate reorganisations group handled several majortransactions last year, despite a relative dearth of majormerger and acquisition activity:

– HSBC: Cash acquisition of Bank of Bermuda, effectiveFebruary 2004

– Henkel Corporation: Cash acquisition of Dial Corp (part of our agreement to provide back-office processingfor Citibank A&T), effective March 2004; and

– PNC Financial Services: Acquisition (cash/stock election)of United National Bancorp, effective October 2003.

Priorities for the Coming Yearin FY 2005, with the expanded range of our serviceofferings, the group will:

– Continue to develop innovative services that can matchthe evolving business landscape, brought about byadvancements in technology and industry changes, such as the movement toward dematerialisation andfaster transaction turnaround times. In addition, theimplementation of National Instrument (NI) 54-101in Canada, which allows corporations direct access

to Non-Objecting Beneficial Owners’ shareholderinformation for mailing meeting notices, may open thedoor to deregulation in the US environment, creatingadditional opportunities for Computershare

– Maintain our commitment to technology investment, for example adding functionality to our online servicesand enhancing our interactive voice response (IVR)system with voice recognition facilities

– Continue to reduce expenses and increase productivitythrough additional enhancements to our Workflow andElectronic Data Capture systems, as well as throughconsolidation of offices

– Grow our revenue stream by pursuing cross-sellingopportunities, aggregating our client base, as well asdelivering programs that bring a customisable butcomprehensive umbrella of services to individual ortargeted groups of clients. We will work intensivelywith Georgeson Shareholder, Transcentive andComputersharePepper to capitalise on these importantcross-sell and upsell opportunities. We will also work tobuild alliances, similar to the the NASDAQ Stock Market,to drive further opportunities; and

– Capitalise on the expected US economic recovery by aggressively pursuing mergers and acquisitions,especially cross-border transactions.

PLAN MANAGERS (US)

The Year in ReviewOne of the most significant events of the year wasComputershare’s acquisition of Transcentive in February 2004, which consolidated our position as the global leader in the employee stock plans space.

Beyond this acquisition, the past fiscal year has focused onretaining our clients, as well as aggressively managing ourclient-calling program. As a result, we have increased thepercentage of our clients who have stated their willingnessto be used as a reference to 91%.

We also host semi-annual meetings of our top North Americanclients to discuss client issues and provide information onregulatory, industry, and product developments. As a result ofthese sessions, we collaboratively plan enhancements to ourservice and technology offerings with our clients to improveour ability to meet their needs. The effectiveness of theseprograms is shown by Computershare’s number-one ratingamong US plan administration providers, according to anindependent survey of plan sponsors.

We also continued to add online services for planparticipants that provide a significant competitive advantage, including:




– Online taxpayer identification certification through boththe web and IVR; and

– The ability to download transactions to their own personalmoney management software, such as Quicken®.

Market ConditionsDuring the past year, the US government proposed newaccounting rules for employee stock option plans. As aresult, companies are examining their stock option andemployee stock purchase plan design features, and thosethat may have been intending to launch a new plan arereworking their plan designs. At the same time, however, weare beginning to see more newly implemented employeestock purchase plan clients, indicating a positive turn in thataspect of the market.

The new regulatory environment is also leading to a shifttoward other equity-based compensation, such as restrictedstock awards and performance shares, which may opennew opportunities for Computershare. The continuedintegration of Transcentive’s equity solutions will furtherstrengthen our ability to meet or exceed client expectationsin this changing landscape.

In addition, the recovery in US stock market activity over thepast year is reflected in Plan Managers’ administrative andcommission revenues.

Significant Transactions We have either added as new clients or sold additionalproducts to 20 companies. New clients include Maytag andThe Stanley Works. In addition, the Transcentive acquisitionadded 74 stock option and employee stock purchase planclients to our full stock plan administration business.

Priorities for the Coming YearDuring FY 2005, we will:

– Leverage opportunities created by the acquisition of Transcentive and Georgeson Shareholder

– Further develop cross-sell opportunities by continuouslyevaluating client needs, particularly in the event ofannounced corporate actions, acquisitions, divestitures,and employee or investor communication campaigns

– Continue to focus on quality and overall serviceimprovement and standardisation within the productoffering

– Build on Computershare’s and Transcentive’s technologyplatforms to make us the best-in-class offering from boththe participant and the plan sponsor perspective; and

– Position the business to capitalise on the trend towardnew and hybrid versions of equity compensation, suchas restricted stock awards and performance shares.

DOCUMENT SERVICES (US)

The Year in ReviewComputershare Document Services provides shareholdercommunications services to all US Computersharebusinesses. This year we have achieved a significant lift in profit growth in our registry-related business, and inparticular, in our commercial business.

Market ConditionsAlthough the US equities market saw somewhat increasedactivity in the past year, business conditions remainedrelatively flat, resulting in limited revenue growth frominternal business sources. However, the commitment toinnovation and relationship-building with commercialprospects during the past year has delivered strong revenuegrowth. These commercial wins provide a platform uponwhich to build in the coming years.

Significant TransactionsWe developed and marketed the Credit Union ConnectTM

product to credit unions across the US. This product provideseasy-to-read member statements that can include marketingmessages to different customer segments.

Other significant developments include:

– Creating competitive advantage through theimplementation of a new software solution that providesour clients with greater postage savings through finer,more advanced sorting; and

– Extending our support of internal business to include thenew acquisitions during the year. This generatedadditional volumes, which are expected to double overthe next fiscal year.

Priorities for the Coming YearKey priorities for the coming year are to transition all theGeorgeson Shareholder printing and mailing jobs to ourstate-of-the-art facility in Burr Ridge, Illinois, and to continueto grow our commercial business.

Additional priorities include:

– Develop e-business through the implementation ofComputershare’s Viewpoint online document archivingand retrieval system. This will enable our clients to viewmission-critical stakeholder communications with a clickwithin a web browser

– Achieve ISO certification to demonstrate and enhancequality delivery processes; and

– Increase Credit Union Connect sales to credit unionclients and adapt the Connect products to USassociations.



INVESTOR SERVICES (CANADA)The Year in ReviewOne of the most important events in the past year for theCanadian transfer agency business, was the acquisition ofGeorgeson Shareholder, which has created opportunities to offer a broader range of products and services. Severalcross-sell deals have already taken place, leveragingGeorgeson Shareholder’s expertise and client base to expand Computershare’s presence in the market.

In addition, in FY 2004 we implemented a new businessmodel in all regions, creating two streams of client services,one for larger clients (based on revenue and complexity) andone for smaller clients. The new model allows us to tailorour service delivery to meet client needs, while enabling usto promote our services to the appropriate market segment.At the same time, we implemented our global clientrelationship management system, to better track andmanage existing and prospective clients, as well asachieving process efficiencies.

We also undertook a complete overhaul of our web site,introducing improved online services for investors and forour clients. We are the only large transfer agent in Canadawith online access for clients; a key competitive advantagein the market.

Throughout FY 2004, we maintained market share above60%. Moreover, in an independent third-party survey held inJune 2004, 90% of our clients’ shareholders gave our overallservice positive ratings, above the industry benchmark. On an independent third party survey of issuers, we scored 4.22 points out of a possible five in overall satisfaction.

Market ConditionsThe number of initial public offerings in Canada doubled inthe first half of calendar 2004 compared to the same periodin FY 2003, the most seen in Canada since the technology‘bubble’ in 2000. However, much of the IPO activity we areseeing is the latest investment vehicle, income funds, whichinvest primarily in fixed-income securities such as bonds,mortgages and preferred shares. Traditionally, income fundsgenerally produce lower revenue than our large issuertransfer agency accounts.

Merger and acquisition activity returned to more normallevels in the first half of calendar 2004, compared to 2003.We are beginning to see more positive market activity withdefinite signs of buoyancy. We are also seeing more unittrusts and specialised equity products in the market.

Stage 2 of National Instrument 54-101 was approved forimplementation in September 2004 and will allow issuers to choose their proxy mailing and tabulation service provider.This opens up great opportunities for transfer agents tohandle proxy mailings for clients’ Non Objecting BeneficialOwners, representing 60% of the overall investor base.Computershare has been preparing for this opportunity and is ready to compete in this new market segment.

Significant TransactionsDuring FY 2004, we handled several major transactions,including:

– Management of a comprehensive Plan of Arrangementon behalf of Denison Mines, resulting in three newcompanies

– Depositary for the tender of shares of The HockeyCompany Holdings Inc. under its takeover by Reebok; and

– We added several new transfer agency clients, includingthe Saskatchewan Wheat Pool and the Macquarie PowerIncome Fund.

Priorities for the Coming Year– Capitalise on opportunities presented by National

Instrument 54-101. This could potentially increase ourmailing and tabulation service substantially

– Continue to enhance our web capabilities for issuers andshareholders, which have generated positive reactionsfrom our clients and increased investor ease-of-use

– Increase market share through sales of enhancedproducts and services, leveraging the GeorgesonShareholder acquisition

– Leverage ComputersharePepper’s eTree initiative to enrolcurrent and prospective clients in electronic delivery ofshareholder communications

– Launch QuickCert™ print-on-demand stock certificates in Canada during FY 2005, capitalising on the recentsuccessful launch in the US; and

– Continue to reduce expenses and increase productivitythrough our new national business model.

CORPORATE TRUST (CANADA)

The Year in ReviewDespite continuing slow market conditions, we exceededrevenue and profit targets, thanks to strong growth inmortgage-backed securities, new warrant issuances, andtrust-related activity in the oil and gas sector, backed byprudent cost management strategies throughout the year.

Broker-registered products have also provided increasedrevenues, due to improvements in our float income andnumber of accounts.




A number of steps were taken to prepare for additionalgrowth in structured finance in Canada; specifically theasset-backed securitisation area.

We received a capacity rating from Dominion Bond RatingService affirming our capacity to act as trustee, custodian,paying agent and administrative agent for asset-backed(including mortgage-backed) securities in Canada. Thiscapacity rating will strengthen our position in the eyes ofmarket stakeholders and allow us to better compete withbank-owned trust companies.

We also obtained use of a secondary trust company to allow us, for the first time, to function in both the issuer and indenture trustee capacities in securitizationtransactions – a dual function currently not offered by any of our competitors. Finally, we signed an agreement with the United States Internal Revenue Service to become aQualified Intermediary, allowing us to deal with cross-borderfunds more efficiently.

Market ConditionsVery few new issues entered the marketplace over thepast year, resulting in a significant decrease in newbusiness activity.

At the same time, however, unprecedented growth in themortgage-backed securities sector of the Canadianmarketplace, coupled with our dominant presence as solecentral payer and transfer agent (CPTA), led to strong growthin this line of business. Under Canada’s National HousingAct, we have been appointed as the only provider of payingand transfer agent services for the mortgage-backedsecurities program.

Despite the flat economy, a few additional aspects of theCanadian marketplace experienced growth, contributing tospecific areas of our revenue:

– New warrant issuances; and

– Activity in the oil and gas sector, including new trustconversions, special business related to the energy trustmarket and significant new property acquisitions,resulting in energy trusts issuing subscription receiptsand convertible debt.

Significant Transactions– Acted as trustee for the new business trusts of

Brompton Group of Funds and Citadel Group of Funds

– CGI Group Inc: Private placement of subscriptionreceipts used to indirectly acquire all of the issuedand outstanding shares of American ManagementSystems Inc

– Issue of $462.5 million Series 2003-3 bonds by N-45º First CMBS Issuer Corporation

– Merrill Lynch Financial Assets: Closed a combinationof three additional commercial mortgage-backedsecuritisation transactions, with further issuancesexpected in the coming fiscal year; and

– Awarded mandates to act as fund trustee, custodianand administrative agent for a variety of mutual fundscompanies.

Priorities for the Coming YearDuring the coming fiscal year, we will:

– Pursue additional revenue opportunities from within andoutside our client base

– Focus on client retention and added quality service

– Market the business as the corporate trustee of choicefor the legal and business community; and

– Capitalise on additional growth in structured financeopportunities.

PLAN MANAGERS (CANADA)

The Year in ReviewOur Canadian Plan Managers business significantlyimproved EBITDA during 2004, due to efficiencies realisedthrough the conversion from our prior legacy system ontoour own technology platform. We have also undertaken anextensive review of our client fees to ensure that they are atan appropriate level.

During the year, we also implemented web-enabledservices and interactive voice response (IVR) technology that allows shareholders to conduct transactions online,further reducing costs. Four of our large employee plan’sclients now offer online service to their participants, givingmore than 60,000 participants (over 50% of our Canadiantotal) online access to their account information through the web. In addition, client service representatives in ournational customer contact centre now handle sales overthe telephone.

Several Canadian clients took part in Computershare’sStrategic Council meeting this year in the US. The Council is made up of high-level North American plan managerclients and provides a forum to discuss industry trends and the impact of new legislation, as well as obtain theirfeedback on our business strategy.

Finally, the relatively flat market for employee plans gaveus an opportunity to focus on consolidating our operations,while working to develop the functionality required tosupport a much broader array of plan types – necessary to effectively compete in the Canadian market. In addition,we have already begun to adapt Transcentive’s stockoptions system to Canadian clients. The resulting additional



functionality will significantly improve our competitivemarket position for Canadian stock option plans and ourability to position ourselves as the premier provider ofemployee plans in Canada.

Market ConditionsOverall, few new employee plans were launched in Canadaduring the year, as many companies await the impact ofvarious new accounting rules (from the US and othercountries) regarding the expensing of employee equitybased incentive plans. These new rules will begin to takeeffect in calendar year 2005.

At the same time, however, a recovering stock market andan improving economy are beginning to invigorate thebusiness. Together with an increasing trend toward moreglobal expansion of share plans, this will offer increasedopportunities in the near term.

Significant TransactionsWe won eleven new clients in Canada during the year, and retained all key clients.

Priorities for the Coming YearOur top priority for the coming year is to aggressivelypursue large employee stock purchase plan opportunities,capitalising on our improved processes and technology.We will also work to cross-sell Plan Managers products andservices to the Investor Services and Georgeson Shareholderclient bases, as well as leveraging the GeorgesonShareholder and Transcentive sales teams to win newbusiness. In addition, we will:

– Continue to maximise internal operational efficienciesand productivity gains

– Continue to focus on quality, by implementing serviceimprovements and increasing investment in staff trainingand development; and

– Continue to leverage the acquisition of Transcentive forthe Canadian market.

DOCUMENT SERVICES (CANADA)

The Year in ReviewOver the past year, the majority of shareholdercommunications work that was previously handled byoutside providers is now being handled by DocumentServices, and overall revenue growth rose, thanks toincreases in print and mail volumes. At the same time,we improved our mail services, which deliveredsignificant savings.

During the course of the year, we devoted resources tosupporting a major new client, Royal & SunAlliance, forwhich revenue will be recognised next financial year. We also continued to work very closely with the Canadian transfer agency group to prepare for the implementationof National Instrument 54-101, which will immediately growthe business.

Market ConditionsThe overall print market was down this past year, affectingall our print and mail revenues including commercialaccounts. At the same time, however, we are preparing to aggressively pursueopportunities created by an overall market trend towardelectronic statement delivery and viewing; leveragingDocument Services’ global division capabilities.

Significant TransactionsA key win in Canada, outlined in last year’s annual report,was the contract awarded by Royal & SunAlliance (R&SA) toprovide document design, printing, assembly and delivery of customer policy and billing documents for their insurancebusinesses in Canada.

We partnered with R&SA to create a customercommunication strategy that addresses R&SA’s strategicbusiness objectives and reduces operational costs. Thisproject is being implemented in stages, with the first stageof production started in August 2004.

Priorities for the Coming YearDuring FY 2005, we will:

– Increase mailing volumes during annual meeting season due to the implementation of NationalInstrument 54-101, which will allow us to mail to the Non-Objecting Beneficial owners for Computershare issuers

– Introduce new e-delivery technology to our existing clients

– Develop commercial markets; and

– Acquire and install new equipment to increase bothcapacity and our range of services, better serving theneeds of Computershare transfer agent clients andcommercial markets.




EUROPE, MIDDLE EASTAND AFRICA (EMEA)During the last year, our activity has been driven by thedetermination to become more client focused at every level and in every area of the company; to streamline ouroperations and to offer a broader range of services to all our customers.

We saw the integration of our expanded range of servicesthrough our acquisition of Georgeson Shareholder and ourmore recent purchase of Transcentive. We have combinedour client facing teams to support these areas, confidentthat this is the best way to deliver the benefits of ourbroader service to all our clients. With Pepper Technologiesnow wholly owned by Computershare, many of our clientshave already begun to harness the value which stems fromthe introduction of an integrated communications strategy.

Towards the end of the financial year, we also increased our interest to 45% in NRC (National Registry Company ofRussia), a leading registrar in Russia. As the largestshareholder in NRC, we are now in a strong position to takefull advantage of anticipated further consolidation of thismarket. Through our subsidiary company ComputershareGmbH, we are also poised to advance on the opportunitieswhich exist in Germany. This is currently the second largestregistry market in Europe, offering many opportunities forprofessional shareholder administration services, asstructures within the EU become more aligned.

A number of successes in the past year include beingawarded preferred supplier status by the Department ofHealth, to deliver our full spectrum of services for up to 60 Foundation Trust Hospitals and our appointment tohandle the Government’s gilts (Bonds) registers. We haveleveraged our areas of expertise to enter these newmarkets. Meanwhile our plans business, through our globalcoverage and expertise, has had successes such assecuring Reuters’ global executive plans encompassing 11 different plans for employees in over 90 countries.

Throughout the year we have openly encouraged feedbackand listened carefully to what clients and staff have told usabout what we get right and what areas we need toimprove. A number of internal initiatives to improve clientfocus, increase productivity and improve the quality of ourservice have been undertaken throughout the organisation.We have also made new management appointments duringthe year which have provided us with the opportunity tobring in individuals from outside our own industry, withbroader skill sets and wider experience; reflecting ourcommitment to our clients’ changing and developing needs.Their combined influence is already leading to positive,tangible results and a renewed sense of energy anddetermination to take Computershare forward.

In the coming year we will focus on drawing these strandstogether to consolidate our position as a professional servicescompany, providing a broad portfolio of services to a largecustomer base across all sectors. Through our global expertiseand coverage, we will be able to support global businesseswhose core business is in the UK and Africa. We will alsofocus on making further inroads within the European globalsegment through our global proxy and analytics offerings. In new markets, such as government groups, we will leverageour experience in stakeholder management to provideend-to-end solutions to meet their needs. Within the insurancesegment, we will provide assistance through our post-mergercleanup and odd lot activities. ComputersharePepper’sexpertise in stakeholder relationship management willalso allow us to enter the B2C market.

Through our increasing regional base our priority isto better position ourselves as the partner of choicefor organisations that view their business as withinthe EMEA region, as well as those which are globalin nature and wish to utilise the global coveragethat Computershare can provide.

Financial Results FY 2004 – HighlightsThe region performed well with revenue growth andsignificant profit growth achieved, compared to FY 2003. The revenue growth was achieved through the developmentof new revenue streams to complement the core registrybusiness, and through further development of the employeeshare plans and commercial document services business.These revenue streams also contributed to the significantprofit growth, along with other process driven improvements,notably in South Africa.

EBITDA (Earnings Before Interest, Tax,Depreciation and Amortisation)36% increase in FY 2003/4, driven mainly by:

– Improvements in the South African business, especiallyprocess improvement and cost reduction, combinedwith a strong focus on service delivery to improve qualityand processing efficiency, and investment in trainingand development

– New, more profitable revenue streams in Investor ServicesUK, to supplement core registry business which has seentough market conditions, including reduced interest ratesand consolidation of the registry market. Also a strongfocus on cost reductions, through improved efficiencyand consistently meeting service targets; and

– Growth of Document Service’s commercial revenuefrom non-registry business. Strong focus on growing thisbusiness, with production capacity expanded duringthe year, and integration of document services withother core services such as contact centre, scanning,and data management.


Regional Overview

The EMEA region

comprises the

United Kingdom,

Ireland, Channel

Islands, Germany,

Russia and

South Africa


Revenue10% growth in FY 2004, driven mainly by:

– Establishment of significant new revenue streams inInvestor Services UK

– Substantial growth in Plan Managers revenue despitestrong competition; and

– Increased revenue from development of DocumentServices commercial business from non-registry clients.

UNITED KINGDOMINVESTOR SERVICES

The Year in ReviewDuring the last year, the new management team’s attentionhas focused on improved efficiency and consistentlymeeting service standards, while also looking at our corecapabilities to deliver services in new business areas.

We have also been able to extend the range of services weoffer to our existing clients. Our commitment to exploitingnew markets and developing new products is underlinedthrough our establishment of the Innovations Centre, whichformalises our evaluation methodology for new productsand processes.

Operationally, work has continued to improve and the further automation of our administrative processes, focusingon quality, has also increased productivity. Significantstreamlining of the business operations has been undertakenwith the centralisation of all operational processes in Bristol.The benefits of economies of scale are starting to be realised.Important strides in more transparent management reportinghave been achieved and increased focus on the developmentof our managers has begun.

The integration of Georgeson’s shareholder tracing servicewith Computershare’s own service has been achieved,resulting in an increase in our overall market share to 80% for this product.

Market ConditionsThe last year has seen continued market consolidation,with only a few areas of our business seeing cautious signsof improvement. Limited increase in overall share priceshas meant that growth has slowed in areas such ascorporate actions and dealing programs. This reinforces therequirement for Computershare to deliver our core serviceseffectively, while always looking at opportunities that canadd real value to our clients’ businesses through newservice development.

Significant Transactions– Following a competitive tender, we were appointed by

HM Treasury to handle all functions of the governmentgilts register; work previously carried out by the Bank ofEngland. The contract is for an initial period of five years

– NHS – Awarded preferred supplier status by Departmentof Health, to deliver full spectrum of services for up to60 Foundation Trust Hospitals

– 180 corporate actions with projects undertaken for RTGroup PLC (In Members’ Voluntary Liquidation), Marconi,Orange, Debenhams and J Sainsbury

– Shareholder Solutions established itself as the leadingplayer in the market during the last financial year, byhandling the Bradford & Bingley program to trace75,000 shareholders

– Shareholder Solutions appointed to trace people withoutstanding cash entitlements from Woolwich BuildingSociety conversion in 1997

– Cadbury Schweppes register transferred from Lloyds; and

– Very successful small shareholding dealing service for a leading engineering company.

Priorities for the Coming Year – Develop opportunities afforded by a new segmentation

approach, eg government stakeholder groups

– Shareholder Solutions to capitalise on GeorgesonShareholder experience to enter new markets andincrease the number of medium and large programs handled

– Continued focus on service delivery excellence, throughmore transparent reporting structures and training anddevelopment of managers

– Ongoing development of e-commerce solutions, includinge-IPOs and launch of internet dealing service; and

– Fully integrate the services available through acquisitions and maximise their potential to add value for all our clients.




PLAN MANAGERS

The Year in ReviewPlan Managers continues to demonstrate significantyear-on-year growth, with revenue up by more than 25% on the previous year. Major new client wins andadditional business derived from existing clients, either via cross-selling or through selling additional plans products, have helped achieve this result.

Much of the focus throughout the year was on our internalpractices, with a view to moving towards greater clientfocus and improving our service delivery. This includedthe implementation of a new performance managementprocess, the introduction of a competence-based, product-specific training program and a restructure of ouroperational activities. We also launched a comprehensiveprocess re-engineering program.

Market ConditionsWhile competition remains strong across all product lines,clients using Save As You Earn, Share Incentive Plans,option plans and other incentive plans, continue to viewhigh quality service as their prime requirement. It is forthese reasons that quality service delivery will remain apriority in the new financial year.

The introduction of new accountancy standards, coveringthe expense of options, combined with a drive for greatercorporate governance, is leading to an increasing demandfor Restricted Share Plans with specific vesting criteria.This type of plan is more complicated to administer, andcarries higher risk; but also provides us with an opportunityto demonstrate significant value to our clients.

Significant TransactionsSignificant new client wins included Orange and Bombardier.We also saw additional business generated from existingclients – HSBC, RBS and BP. Other noteworthy transactionswere:

– Maturity of RBS Option 2000 and 2001 programs withonline exercise and dealing functionality

– Reuters global executive plans won from a competitor,including the implementation of 11 different planscovering employees in over 90 countries

– Launched the Employee Plan Members internet site to a further eight clients including RBS and Boots. The sitenow has over 45,000 registered users and over 10,000(regular) monthly users. Work to improve overall usabilityand accessibility of the site is ongoing

– BP – roll out of integrated communications and trainingprogram to country coordinators/administrators covering80 countries; and

– Considerable uptake in dealing on behalf of PlanManagers saw nearly a tenfold increase in income for dealing.

Priorities for the Coming Year– Continue to integrate the value-added services of

Transcentive into our plans portfolio

– Complete key internal project aimed at reviewing allbusiness processes and implement recommendations

– Continual improvement in service delivery andinvestment in training

– Roll out existing product suite (Internet/IVR) to remainderof client base; and

– Build market share of major global corporates with largeemployee bases.

DOCUMENT SERVICES

The Year in ReviewOver the last 12 months we have continued to providea wide range of document solutions and secure printingservices for Computershare’s core registry clients. Intandem with this, we have maintained strong developmentof new revenue streams from non-registry related business.Revenue from non-registry clients has increased significantly(40%) and now represents 41% of total sales revenue,compared to 37% in the previous year.

Production capacity has increased by approximately 25% inFY 2004, with the opening of a second production operationat the Cater Road site in Bristol. Significant investment innew machinery and sophisticated technology puts us in astrong position to compete for contracts with larger clients.We also have greater flexibility to meet wider client needs,while streamlining and simplifying our processes.

Market ConditionsMargins continue to be under pressure with an abundanceof capacity within the industry. Despite this, the DocumentServices business has been successful in capturingsubstantial new clients, particularly in the moresophisticated end-to-end communication solutions business.

Significant Transactions– Marks & Spencer Money was the hugely successful

launch of a mini-cash Individual Savings Account inFebruary 2004. We created a complete solution whichincluded Interactive Voice Response (IVR) technologies,coupon processing, data management and web service,resulting in more than 320,000 mail packs, in excessof 90,000 incoming calls and over 34,000 hits on theweb site



– We produced in excess of 2.1 million images and 1.65million mail packs for West Bromwich Building Society

– On behalf of Corgi, the UK’s gas installers’ regulator, we produced and delivered a variety of personalisedselectable forms that were despatched to over 44,000businesses employing approx 100,000 gas installers

– Work has now been completed for 19 National HealthService trusts since their conversion to trust status,which began in April 2004; and

– We successfully completed the Vodafone AGM mailingin June 2004 – 600,000 mail packs made up of annualreport and accounts and proxy forms.

Priorities for the Coming Year– Integrating with ComputersharePepper to provide a

fuller offering to the market

– Implementing a full roll-out of the ‘Charter Suite’ ofproducts and services in the UK which includes fullend-to-end e-communication and integrated, multi-channel communications/document delivery

– Move into colour printing capability, specifically tosupport the ComputersharePepper business. This alsowidens our portfolio for both commercial and registryclients; and

– The acquisition of E-Billing for Enterprise has addedfurther capabilities to the portfolio and we will bemarketing the E-Billing product in the coming year.

ANALYTICS SERVICES

The Year in Review We continued to position ourself as the leading supplierof UK equity ownership information during the year, witha focus on expanding the IRtrack platform and, followingthe Georgeson acquisition, to support our proxy business,as part of the recently completed integration of our proxysolicitation team into the Georgeson’s European Team.

Market ConditionsWhile capital markets have continued to be depressed overthe year, there are signs of increased corporate activity andencouragingly some firm indications of the US banksintroducing corporate broking teams.

Significant Transactions– Launch of IRtrack, our first global shareholder and

market information product

– Shareholder analysis activities outsourced to us by twoleading investment banks; and

– Two banks transferred their analysis activities fromcompetitors to us.

Priorities for the Coming Year – Integrate the proxy and analytics offering to meet the

needs of European global markets

– Sell IRtrack into the UK and continental Europeanmarkets

– Use the IRtrack leads, to help up sell otherComputershare services such as proxy solicitation; and

– Build further relationships with intermediaries, suchas investment banks and stock exchanges, to jointlyprovide shareholder analysis services including IRtrack.

GEORGESON SHAREHOLDER COMMUNICATIONS

The Year in ReviewFollowing Computershare’s acquisition in December 2003,our proxy solicitation team in London was immediatelyintegrated with the European team. As a combined force,we went on to produce a good year in revenue terms, withseveral major new clients successfully advised on vote andgovernance issues for the first time.

Market ConditionsWith market conditions becoming more promising forcorporate activity, there was greater confidence amongCEOs to commit to acquisition plans. With interest ratesinitially threatening to rise and then actually doing so, manycompanies looked to re-financing existing bond issues atfixed rates. Both these developments spurred on greatertransaction activity across Europe.

Significant Transactions – Retained by a leading global oil company to advise on

its corporate governance issues and assist with thesolicitation of shareholder support and participation

– In France, a top-tier financial advisor retained us toadvise their client on the identification, communicationand tender offer solicitation for a contested counter-offer

– In Germany, new clients include a European energycompany and a leading brand sports goods retailer, whoused our services to extend their knowledge of and theiraccess to their foreign and domestic shareholders

– Successfully managed Centrica PLC’s small shareholderprogram; and




– Assisted the US with numerous cross-border equityand fixed income transactions, including a repayment of a US$1 billion bond, issued by the Republic ofVenezuela.

Priorities for the Coming YearLooking ahead, the broader range of stakeholdermanagement solutions (share plans, multiplecommunication channels and shareholder analytics)provided from the integration of the two companies, willsignificantly differentiate Georgeson Shareholder offeringsin Europe and globally. Our priorities for the year are to:

– Integrate the Proxy, Analytics and ComputersharePepperofferings into a unique and coherent shareholdermanagement tool, providing the corporate user withaccess to the best and most intelligent informationavailable in the international market; and

– Widen our European footprint as we maximise the valueof our broader range of integrated services.

SOUTH AFRICA

The Year in ReviewDuring the last year, our emphasis has been on developinga strong service culture and addressing overall servicedelivery from both processing and quality viewpoints. Theappointment of a new Managing Director and theintroduction of an accountable and responsible middlemanagement were fundamental steps in addressingefficiency and service delivery issues. We have also beguna process of evaluating our client relationship managementand operational relationship management teams and willhave this structural element finalised in the near-term. Inaddition, we have been investing heavily in the training anddevelopment of all employees and developing a socialconscience as we seek to achieve a more inclusiveorganisation. We are confident that, together, the positivechanges we have made this year will position ourbusinesses for sustainable growth in the future.

Black Economic Empowerment remains extremely importantto our future survival and is receiving enormous attention. Itstretches far beyond mere ownership and into areas ofmanagement, procurement and social responsibility. Wehave introduced a social responsibility program which willinvolve all staff over a period of time and not only help touplift communities, but provide valuable team-buildingopportunities for our people.

Market Conditions As in other parts of the world, stock market volumescontinued to be on the low side, impacting on both theCentral Securities Depository Participant (CSDP) andoutsourcing businesses.

Against this background, we have witnessed active targetingof our clients by our competitors.

Significant Transactions – Completed the integration of Georgeson Shareholder

into our business; and

– MNet’s 1998 Phuthuma Share Scheme was designed as a pioneering venture to assist in the economicempowerment of historically disadvantaged communitiesin South Africa. The success of the scheme, by the closeof the offer, exceeded all expectations.

Priorities for the Coming Year – Leveraging the benefits of the Georgeson acquisition

– Investigation of already identified Document Serviceopportunities; and

– Opportunity for expansion in Africa.

GEORGESON SHAREHOLDER COMMUNICATIONS (SOUTH AFRICA)

The Year in ReviewDuring the course of the year, we made significant movestowards creating a stable, local client base that wouldgenerate ongoing revenues. We also positioned ourselvesas an outsourced solution for European-based businesses.Having established good telecommunication links andmulti-lingual capabilities, we were able to work on severaloverseas shareholder programs. We successfully executedJapanese shareholder ID projects and AGM proxysolicitation projects, working closely with the US GeorgesonProxy and ID Group.

A significant development was the successful introductionof an Information Agent service for Pension Funds,assisting Pension Fund Trustees in providing telephoneand data capture support. This was an important first stepin positioning ourselves for future work in this area.

Market ConditionsThe market shows a promising outlook for corporate activity,much of which is being driven by Black EconomicEmpowerment arrangements. The introduction of theFinancial Intelligence Centre Act has increased the obligationto maintain transparent and fully disclosed data, creatingopportunities for shareholder programs. New legislationpertaining to the pension funds industry, with particularregard to surplus funds, has created a further opportunityfor which our services are suited.



The growing trend in shareholder activism coupled with the increasing importance of good corporate governancepractices, has created a sharp focus on the need forcompanies to develop and execute effective communication,proxy solicitation and response strategies.

Significant Transactions – Information agent and receiving agent services for

a pension fund of a major listed company targeted at approximately 25,000 pension fund members

– AGM proxy solicitation for a leading listed chemical andfuel company; and

– Information agent for a large banking group pertaining toa preference share issue, targeted to public investors.

Priorities for the Coming Year – Integrate, sustain and develop our programs within

Computershare, ensuring there is sufficient productknowledge, skill and delivery capability to successfullymarket, sell and execute such programs, to establishedComputershare clients

– To carry out a comprehensive review of dissentingregisters and associated opportunities for missing and/or post-merger clean-up programs, requiringshareholder tracing

– Annual general meetings proxy solicitation is a key focusfor the year ahead. We aim to add value by introducingan electronic system of voting at meetings, which hasthe support of some of our major clients; and

– To increase our stakeholding in the pension fundsindustry, satisfying the needs of those companies withpension funds requiring dedicated communication andadministration, as trustees meet their obligations tolocate and notify past and present members of theirrespective funds.

OTHER REGIONS

IRELAND INVESTOR SERVICES

The Year in ReviewOur results this year were due in part to the successfulcreation of alternative revenue streams and a successfulcross-selling strategy that improved the penetration of ourpackaged services to clients.

The year also saw an increase in the knowledge and skill ofour registry team and we now have a significant number ofmanagers and staff that have many years experience in thissector. We will capitalise on this to create further

opportunities, as we continue to work in close partnershipwith our increasing number of Irish and multi-national clients.

Ireland has nearly 1,000 UK companies and 500 multi-national concerns (mainly US) operating in Ireland,providing us with significant growth opportunities inemployee plan administration services.

The continued development of the fund administrationmarket in the International Financial Services Centre (IFSC)in Dublin has opened up further opportunities. There arecurrently in excess of 3,500 funds being administered inthe IFSC and we are continuing to grow our presence inthis market. In this instance our technology, together withour global experience, is enabling us to win new businessin this expanding market segment.

After a period where we have seen rates plateau, growthrates in excess of 5% in the Irish economy are beingpredicted for the next 3-4 years. We expect that this willlead to a further creation of wealth through share ownershipas Irish entities thrive on the international scene.

Significant TransactionsThe latter part of the year saw an increase in the number ofcorporate actions, with the following projects undertaken:

– We participated in the largest corporate action in Irelandwith the take-over of First Active Building Society byRoyal Bank of Scotland

– Take over of Barlo, Europe’s leading radiator and plasticsmanufacturer

– Receiving agent for Gresham Group, one of Ireland’sleading hotel companies; and

– Plan administration for Pfizer Pharmaceutical and Tullow Oil.

Priorities for the Coming Year– We will continue to expand our plans and fund

administration services

– We will consolidate our position in the market and moveinto new markets; and

– We will introduce leading edge print facility, workingin conjunction with Document Services, to capitalise onour strong presence in the financial services market.

CHANNEL ISLANDS

The Year in ReviewOur two objectives, of increasing registry market share inthe Channel Islands and providing dedicated trustee servicesto the global plans market, were achieved during the lastfinancial year.




Market ConditionsMarket conditions in the Channel Islands improved inthe year with many new Closed Ended Fund launches,especially in the Property Fund sector and many new foreigncompanies joining AIM, for which we became the registrar.

Significant TransactionsNew Employee Share Scheme Trust launches were limitedby the introduction of Treasury Shares in the UK, howeverconsiderable advances were made in taking on existingTrusts from the more established Trustee businesses inJersey and several new mandates were won.

Priorities for the Coming Year– Grow registry business further by cementing

relationships with the major fund administration groupsin the Channel Islands; and

– Continue to attract existing trust business based on ourcommitment to client service and to increase our marketshare of this business.

GERMANY

The Year in ReviewComputershare acquired the remaining 51% of theDeutsche Börse joint venture on 31 December 2003. From this date, Computershare GmbH, located in Frankfurtand Munich, began operating as an active subsidiary,providing registry management and AGM services for theComputershare Group in Germany.

The Computershare business in Germany is supported by a close working relationship with Pepper Technologies AG.The focus of the first six months of operation was toremodel the existing technical infrastructure to reduceoperational costs, improve the registry management serviceoffering and enable future profitability.

Market ConditionsIn Germany, only 10% of issuers provide registered shares,with Computershare GmbH maintaining 50% of all theregisters. It is a stable market with very little public capitalraising activity. The focus of the market has been to increasethe efficiency of managing common holding, distributionand volatility analysis. Very little attention has been placedon intelligent use of the share registry to develop long-termvalue-added strategies and Computershare GmbH is noweducating the market on how to develop a share registryinto a valuable source of business information.

Significant TransactionsComputershare GmbH wholly operates the share registrybusiness for the Computershare group in Germany.

– CARE, a newly developed, highly advanced registrysystem, designed by ComputersharePepper in Munich,was introduced in May 2004. It replaced the existingDeutsche Börse registry system with enhanced technicalfunctionality, enabling issuers to more intelligentlymanage their shareholder database, capture valuablerelationship history and utilise flexible analyticalpossibilities to develop value-added strategies; and

– 35 registries successfully transitioned to the new CAREregistry system with many customers retaining long-termcontracts of up to five years.

Priorities for the Coming Year – Target large German issuers to grow share registry

client base

– Increase availability of share registry services to issuersin Germany; and

– Enable issuers to obtain a more valuable return frominvestor interaction by providing innovative stakeholderrelationship management solutions.

RUSSIAAs part of our global expansion strategy, we increased ourstake in the NRC (National Registry Company of Russia) to45%. NRC is one of Russia’s leading registrars, providingregistry services to 400 clients including Aeroflot, NorilskNickel, Vimpelcom and Pio Global. Russia has over 70registrars and we believe further consolidation of the marketis inevitable. This business made a positive contribution toEBITDA and our significant stake in NRC places us in anoptimal position to capitalise on future developments in thiskey market.



40 COMPUTERSHARE Senior Management 2004

CHRIS MORRISCHIEF EXECUTIVE OFFICER

Computershare LimitedChris Morris is a founding memberof Computershare since itsestablishment in 1978 and wasappointed Chief Executive Officer in1990. Chris’ extensive knowledge ofthe securities industry and its userrequirements from both a national andinternational perspective, coupled withhis passion and long term strategicvision, have been instrumental indeveloping Computershare into a globalcompany that is unique in its provisionof a full range of solutions to meet theneeds of listed companies and theirstakeholders.

PENNY MACLAGANMANAGING DIRECTOR

Computershare Technology ServicesPenny Maclagan joined Computersharein 1983 and was appointed to theBoard as an executive director in May 1995.

In her role as Managing Director ofComputershare Technology Services,Penny is responsible for planning,developing and executing technologyacross the world in support of ourglobal strategy. Throughout her careerwith Computershare, Penny has beeninvolved with all aspects of technologysupport and development. Her detailedunderstanding of Computershare’sproprietary technology and of theglobal securities industry has greatlycontributed to the establishment ofComputershare’s competitiveadvantage in the global marketplace.

ROB CHAPMANREGIONAL MANAGING DIRECTOREUROPE, MIDDLE EAST AND AFRICARob was appointed as ManagingDirector for the EMEA region in June2003. He has an outstanding record of delivering growth in outsourcingbusinesses similar to Computershareand possesses strong operationalknowledge, market experience andcommercial acumen that promise todeliver positive results in the region.

Rob has over 18 years experience ofdelivering services to clients in thefinancial services, commercial andgovernment arenas. He spent 15 yearsat EDS Corporation in a variety of roles,his last being Managing Director ofits Business Process ManagementDivision in the UK. He has also spenttime leading businesses in Ireland andSouth Africa.

Senior Executive Management Group


PAUL CONNMANAGING DIRECTOR

Global AnalyticsPaul was appointed as ManagingDirector, Global Analytics division inJuly 2003. This division embracesthe three regional ComputershareAnalytics businesses, the formerGeorgeson Shareholder globalintelligence group and newly re-formed US stock surveillance team.The business unit provides servicesto the corporate investor relationscommunity and market participants in key capital markets.

Paul plays an important role instrategic initiatives that leverageComputershare’s global assets andcapabilities, delivering cross bordersolutions for clients and new servicesfor Computershare and advises manyof our registry businesses on majormarket structure changes andopportunities.

Prior to joining Computershare in late1998, Paul was Head of New BusinessDevelopment at the Australian StockExchange. Before joining ASX, Paulworked for the London StockExchange in a range of administrativeand management positions.

STUART CROSBYREGIONAL MANAGING DIRECTOR ASIA PACIFICIn his role as Managing Director –Asia Pacific, Stuart is responsiblefor Computershare’s operations inAustralia, New Zealand, India andHong Kong.

Prior to his appointment to thisposition in 2002, Stuart spent twoyears heading up Computershare’sstrategic business development incontinental Europe and Asia.

Before joining Computershare in1999, Stuart was ASX’s national headof listings (‘96 -‘99). Stuart has alsoworked in Hong Kong where he ranthe Hong Kong Securities and FuturesCommission’s intermediary licensingdivision and was a director ofenforcement.

TOM HONANCHIEF FINANCIAL OFFICER

Computershare LimitedAs the CFO, Tom is responsible forproviding financial leadership acrossthe entire organisation, includingaccounting and business support inall of the Computershare groupentities. Tom’s responsibilities alsocover Financial Planning and Control,Treasury, Tax, Acquisition Analysis,Financial Systems, and InvestorRelations.

Tom has over 20 years senior financeexperience that has been gained froma variety of roles and organisations inboth Australia and the United States.

Tom holds a Bachelor of Economicsfrom Monash University and an MBAfrom University of Melbourne.



42 COMPUTERSHARE Senior Management 2004

DR OLIVERNIEDERMAIER STRATEGIC CORPORATEDEVELOPMENT

Computershare LimitedOliver Niedermaier joined the SeniorExecutive Management Team on 1 March 2004 with a focus on strategiccorporate development.

In 1998, as co-founder and CEO ofPepper Technologies AG, Oliverintroduced the innovative concept ofStakeholder Relationship Managementto international markets that quicklytranslated into international growth.

Oliver’s dedication and innovativethinking is fundamental in driving futurestrategic thought for the corporatedevelopment of the ComputershareGroup worldwide.

Oliver has a PhD in BusinessAdministration and Strategic Management from Ludwig-Maximilian’sUniversity in Munich, Germany.

STEVEN ROTHBLOOMREGIONAL MANAGING DIRECTORNORTH AMERICAIn his role as Managing Director – NorthAmerica, Steven is responsible forComputershare’s operations in theUnited States and Canada.

Prior to his appointment, Steven wasPresident of Computershare InvestorServices USA with direct responsibilityfor the registry and stock transferbusinesses across all our US offices aswell as our US employee plan servicesand options business.

Steven was part of the Executive Teamthat came across to Computersharefollowing the Harris Bank acquisition in2000. He joined Harris in 1986 and aftera series of senior appointments, becameExecutive Vice President in 1998.

He holds a BA from Queens College,New York, and an MBA in FinancialManagement (with distinction) fromPace University in New York.

PAUL TOBINCHIEF LEGAL OFFICER/JOINTCOMPANY SECRETARY

Computershare LimitedPaul Tobin is responsible for legal,compliance, regulatory, riskmanagement, and group insuranceactivities, and shares companysecretarial functions with Mark Davis.He is also active in Computershare’smerger and acquisition activities.

Paul has many years of experience inoperations, including his role as SeniorVice President and General Counsel ofa major online data provider. Paul wasalso Founder and President of anInternet business-to-business servicesfirm. Paul holds a Bachelor of Artsdegree from Kenyon College andreceived his law degree from New YorkLaw School in 1987. He is a member ofthe American Bar Association, State Barof California, and New Jersey State BarAssociation.


FINANCIAL CALENDAR

200419 August Announcement of result for the Company’s 2004 financial year

6 September Books close for final dividend

24 September Payment of final dividend

10 November Annual General Meeting – Melbourne

200517 February Announcement of result for the half year ending 31 December 2004


Detailed Financial Report

7519_CPU_AR_Finance_10C.qxp 21/9/04 10:06 AM Page 43

COMPUTERSHARE’S APPROACH TO CORPORATEGOVERNANCE Good corporate governance is important to Computershareand the Board is committed to maintaining high standardsof corporate governance.

Following the release of the best practice recommendationsby the Australian Stock Exchange’s Corporate GovernanceCouncil in March 2003, a review of Computershare’scorporate governance framework was undertaken. The results of this review revealed that Computershare’sframework was fundamentally consistent with therecommendations with limited exceptions.

A description of Computershare’s main corporategovernance practices are set out in this corporategovernance statement. All practices were in place for theentire year unless stated otherwise. References in thisstatement to the Group refer to Computershare Limited andits controlled entities.

BOARD RESPONSIBILITIESThe Board is responsible for the corporate governance ofthe Group and operates in accordance with the principlesset out in the Board Charter, a summary of which is availablefrom the corporate governance information section of theComputershare website at www.computershare.com

The principal role of the Board is to ensure the long termprosperity of the Group by setting broad corporategovernance policies and ensuring that they are effectivelyimplemented by management. The Board carries out thisrole principally by:

– overseeing the Group and its global operations

– appointing and removing, where appropriate, the seniorexecutives of the Group

– setting the strategic direction of the Group and providingstrategic advice to management

– providing input into and approval of management’sdevelopment of corporate strategy and performanceobjectives

– reviewing and ratifying systems of governance, riskmanagement, and internal compliance and control,codes of conduct and legal compliance to ensureappropriate compliance frameworks and controls are inplace; and

– approval of budgets and monitoring progress againstbudget via the establishment and reporting of bothfinancial and non financial key performance indicators.

The Board has delegated to executive managementresponsibility for a number of matters including:

– managing the Group’s day to day operations inaccordance with the Board approved authorisations,policies and procedures

– developing the Group’s annual budget andrecommending it to the Board for approval andmanaging the day to day operations within the budget; and

– implementing corporate strategy and makingrecommendations on significant corporate strategicinitiatives.

COMPOSITION OF THE BOARD OF DIRECTORSComputershare’s Constitution provides that:

– The minimum number of directors shall be three and the maximum number of directors shall be ten unlessamended by a resolution passed at a general meeting

– At each annual general meeting, at least two directorsmust retire from office. Re-appointment is not automatic.If retiring directors wish to continue to hold office they must submit themselves to re-election byshareholders; and

– No director may be in office for longer than three yearswithout facing re-election.

Membership and expertise of the Board Over the past several years, the composition ofComputershare’s Board has been revised to better reflectthe global nature of the Group’s businesses. Consistent with this effort, the Board has for some time now beencomprised of Australian based directors and directors fromthe North American and European regions in which theGroup operates.

The Board has a broad range of necessary skills, knowledge,and experience to govern the Group and understand themarkets and challenges that the Group faces. The currentBoard composition with details of the backgrounds of eachdirector is set out below:

Alexander (Sandy) Stuart MurdochDDA, BEc, ASA, ASIA

Position: Chairman Age: 63 Independent: Yes

Sandy Murdoch joined the Board of Computershare as non-executive Chairman when the Company listed in 1994.His previous experience included five years with merchantbank Chase NBA Group Limited in corporate finance andlending and twelve years as the Chief Executive Officer ofthe Linfox Transport Group. He is an active participant insenior executive meetings, and his wealth of knowledge and leadership skills are highly valued.

44 COMPUTERSHARE Detailed Financial Report 2004

Corporate Governance Statement


Sandy is Chairman of the nomination committee and is amember of the remuneration committee and the risk andaudit committee. Sandy is based in Melbourne.

Christopher John Morris

Position: Chief Executive OfficerAge: 56Independent: No

Chris Morris was appointed Chief Executive Officer in 1990after having been a founding member of Computershare in1978. Chris’ extensive knowledge of the securities industryand its user requirements from both a national andinternational perspective coupled with his passion and longterm strategic vision have been instrumental in developingComputershare into a global company that is unique in itsprovision of a full range of solutions to meet the needs oflisted companies and their stakeholders.

Chris is a member of the remuneration committee and thenomination committee and is based in Melbourne.

Penelope JaneMaclaganBSc (Hons), DipEd

Position: Executive Director Age: 52 Independent: No

Penny Maclagan joined Computershare in 1983 and was appointed to the Board as an executive director in May 1995.

In her role as Managing Director of ComputershareTechnology Services, Penny is responsible for planning,developing and executing technology across the world in support of the Group’s global strategy. Throughout hercareer with Computershare, Penny has been involved withall aspects of technology support and development. Herdetailed understanding of Computershare’s proprietarytechnology and of the global securities industry has greatlycontributed to the establishment of Computershare’scompetitive advantage in the global marketplace.

Penny is a member of the nomination committee and isbased in Melbourne.

AnthonyNorman WalesFCA, FCIS

Position: Non-executive Director Age: 60 Independent: No

Tony Wales has been involved with Computershare since1981 and was appointed Executive (Finance) Director in1990. On 30 September 2001, Tony relinquished hisexecutive responsibilities and since that time has remainedon the Board in a non-executive capacity.

During his time as Finance Director, Tony was instrumentalin much of the strategic expansion of the Group from itsdays as a small Australian provider of bureau services to oneof Australia’s largest and most successful technologycompanies, spread throughout many countries. Of particularimportance was Tony’s major role in negotiations and in thedue diligence process for the Company’s major acquisitions.

Tony continues to be actively involved with Computershareand his background, experience and understanding of boththe Group and international markets are valued highly byboth the Board and senior management.

Tony is Chairman of the risk and audit committee and amember of the nomination committee and the remunerationcommittee. Tony is based in Sydney.

Philip Daniel DeFeoBA Economics (Iona, USA)

Position: Non-executive DirectorAge: 58Independent: Yes

Philip DeFeo joined the Board of Computershare in 2002 asa non-executive director. Phillip’s highly respected reputationin the US marketplace and financial services experience hasfurther strengthened the Group’s expansion effortsparticularly in North America.

Philip is currently Chairman and Chief Executive Officer ofthe California-based Pacific Exchange (PCX), one of theworld’s leading derivatives markets and arguably the UnitedStates’ most innovative securities exchange.

Prior to taking up his role at PCX, Philip was President andCEO of Van Eck Associates Corp., a diversified global mutualfund and brokerage company specialising in alternativeasset classes.



Philip’s distinguished career includes the following seniorappointments: Executive Vice President and Director ofMarketing and Customer Service at Cedel International, the second largest provider of Eurobond clearance andcustody services; Senior Vice President and a member ofthe Operating Committee at FMR Corporation (parent ofFidelity Investments); Managing Director for WorldwideEquities Operations and Systems at Lehman Brothers; andSenior Vice President in the International Securities Divisionat Bankers Trust Company in London. His professionalcareer began with Procter and Gamble, where he managedoperations.

Philip is Chairman of the remuneration committee and amember of the nomination committee. Philip is based in San Francisco.

Thomas MichaelButlerBSc (Glasgow), MBA (Strathclyde)

Position: Non-executive Director Age: 52 Independent: Yes

Tom Butler joined the Board of Computershare on 15 May2003 as a non-executive director.

Tom has had an impressive career that has had its focus ininformation technology in the United Kingdom and Europe.Operating at the highest level he has demonstratedprodigious skills in both strategic positioning and inbusiness management, often turning companies around todeliver significant profits.

Tom is currently the Chief Executive Officer of Liberata plc.He has been a Council Member of the Confederation ofBritish Industry and he is a member of the Institute ofMechanical Engineers. Tom is a member of the Company’snomination committee and is based in London.

William E FordMBA (Stanford, USA), BA Economics (Amherst College USA)

Position: Non-executive Director Age: 43 Independent: No

Bill Ford joined the Board in January 2003 as a non-executive director.

He is a General Partner at General Atlantic Partners LLC, a global private equity firm, where he chairs the firm’sinvestment committee and is a member of the Executiveand Portfolio committees.

Bill brings an extensive understanding of the financialmarkets and has specific expertise in the finance andconsumer sectors. He works closely with several portfoliocompanies and is director of several private and publiccompanies, including SSA Global Technologies, Archipelago,and Multiplan.

Prior to joining General Atlantic Partners, Bill worked at Morgan Stanley and Co. as an investment banker.

Bill is a member of the nomination committee and is based in New York.

Dr MarkusKerberDipl. OEC, Dr. Rer. Soc.

Position: Non-executive Director Age: 41 Independent: Yes

Dr Markus Kerber was appointed to the Board on 18 August2004 as a non-executive director.

Markus is Vice Chairman of the Supervisory Board of GFTTechnologies, one of Europe’s leading IT services companiesin the banking, logistics and industrial sectors. He is a majorshareholder of GFT and has been its CFO and COO for manyyears where he has been responsible for GFT’s expansionstrategy across Europe.

Prior to joining GFT, Markus worked as an investment banker in London in the equity capital markets divisions of Deutsche Bank AG and S.G. Warburg and Co. Limited in London.

Markus is also a strategy consultant for the ConservativeParty at the German Reichstag in Berlin and a member of London-based International Institute for Strategic Studies (IISS).

Markus is a member of the nomination committee and isbased in Berlin.


Corporate Governance Statement (cont’d)


BOARD INDEPENDENCEWhile the concept of director independence is variouslydefined, the Board has considered each of the eightdirectors in office at the date of this report and determinedthat four of them are independent. The four directors whoare not considered independent are Christopher Morris and Penelope Maclagan who are each executive directors,Tony Wales who is a substantial shareholder and a formerexecutive director and Bill Ford who is associated with a substantial shareholder.

Of the four remaining directors, (Sandy Murdoch, PhilipDeFeo, Tom Butler and Markus Gerber) none has previouslybeen an employee of the Group and the Board believes thatnone has any other relationship that could interfere with theexercise of their independent judgment.

Sandy Murdoch has been a director since 1994. Despitehaving served on the Board for a period which on one viewmay be perceived to materially interfere with hisindependence, the Board considers that, in his case, thereare no circumstances that interfere with the exercise of hisunfettered and independent judgment. In particular, in theBoard’s view, he has not developed relationships with otherdirectors, management, employees, substantial shareholders,advisers, suppliers, customers or any other stakeholdersthat have resulted in his losing his ability or willingness tooperate independently and objectively, to challenge theBoard and management and to otherwise act in the bestinterests of the Company.

The Board does not consider that a majority of directorsbeing independent is, on its own, a sufficiently compellingfactor to justify additional appointments to the Board. This is particularly so given that a majority of directors would be independent but for Bill Ford’s association with a substantial shareholder.

While the ASX Corporate Governance Council’s corporategovernance best practice recommendations state that adirector is not independent if he or she has such anassociation, in the Board’s view, Mr Ford’s associationmerely aligns his interest more closely with those ofshareholders.

In addition to ensuring that the Board has a broad range ofnecessary skills, knowledge, and experience to govern theGroup and understand the markets and challenges that theGroup faces, the Board believes that its membership shouldrepresent an appropriate balance between directors withexperience and knowledge of the Group and directors withan external perspective.

The Board also considers that its size should be conducive to effective discussion and efficient decisionmaking. The Board believes that its current compositionmeets these requirements.

BOARD MEETINGSThe Board meets quarterly both as a Board and inconjunction with senior management to discuss the shortand long term strategy of the Group.

The Board receives a monthly Board report which providesthe Board with current information concerning the Groupand each of the three regions in which it operates, togetherwith a report from Computershare Technology Services’Managing Director. The monthly Board report includessalient financial details together with information on theperformance of operations, major initiatives as well as legal,governance and compliance issues that may arise.

The Board convenes monthly by phone conference toreview the monthly Board report, discuss matters ofimportance with management, make recommendations to management, discuss strategy and plan quarterly Board meetings.

CHAIRMAN AND CHIEF EXECUTIVE OFFICER (CEO)The Chairman is responsible for leading the Board,facilitating Board discussions and managing the Board’srelationship with its senior executives.

The CEO is responsible for implementing Group strategiesand policies. The roles of the Chairman and CEO areseparate roles which are undertaken by separate people.

BOARD COMMITTEESThree Board Committees have been established to assistthe Board in discharging its responsibilities as follows:

The risk and audit committeeThe risk and audit committee operates in accordance withits Board approved charter, a copy of which is available fromthe corporate governance information section of theComputershare website – www.computershare.com

The principal functions of the risk and audit committeeinclude reviewing and making recommendations to theBoard and assisting it in the discharge of its responsibilitiesrelating to accounting policy and disclosure. Thecommittee’s responsibilities also include assessing theadequacy of accounting, financial and operating controls,reviewing the performance of external auditors andexamining their evaluation of internal controls andmanagement’s response.

The risk and audit committee is chaired by Tony Wales andcurrently has one other permanent member being SandyMurdoch. The Board considers that these members haveappropriate financial expertise and understanding of themarkets in which the Group operates.



The Managing Director, Chief Financial Officer, Chief LegalOfficer and the Company’s external auditors are invited torisk and audit committee meetings at the discretion of thecommittee. The committee typically meets four times each year.

Peter Griffin, who served on the risk and audit committee for a number of years, retired from the Board during the year. It is the intention of the Board that his position on the committee be replaced during the 30 June 2005 financial year.

As noted above, Tony Wales is not deemed to be independentby virtue of his substantial shareholding in Computershare andbecause he held an executive position with the Group within the last three years. Notwithstanding the above, theBoard does not consider that there are any matters that maymaterially interfere with the exercise by Mr Wales ofunfettered and independent judgment. While the Board wouldhave preferred Mr Wales to remain in the position of Chairmanof the risk and audit committee due to the strong contributionhe has made in this role and because it considers that he isthe best suited director for this role, Mr Wales will be steppingdown as Chairman in due course to ensure Computershare’songoing compliance with ASX Listing Rule 12.7.

The nomination committeeThe nomination committee operates in accordance with itsBoard approved charter, a summary of which is availablefrom the corporate governance section of Computershare’swebsite – www.computershare.com

The main functions of the committee are to assess thedesirable competencies of the Board members, reviewBoard succession plans, provide a framework for theevaluation process of the performance of the Board,individual directors, the chief executive and senior executivemanagement and to make recommendations for theappointment and removal of directors.

All current directors are members of the nominationcommittee and it is chaired by the Chairman of the Board.The nomination committee meets no less than once per year.

The nomination committee’s policy for the appointment ofdirectors is to select candidates whose skills, expertise,qualifications, networks and knowledge of the markets inwhich Computershare operates and other markets into whichit may expand, complement those of existing Board members.

When selecting new directors for recommendation to theBoard, the nomination committee reviews prospectivedirectors’ CVs, meets with them and speaks with theirreferees and others who have previously worked with themto assess their suitability.

The remuneration committeeThe remuneration committee operates in accordance withits Board approved charter, a copy of which is available

from the corporate governance information section ofComputershare’s website – www.computershare.com

The principle function of the remuneration committee is toassist the Board in ensuring that the Group’s remunerationlevels are appropriate and sufficient to attract and retain thedirectors and key executives needed to run the Group.

The committee is chaired by Philip DeFeo and is comprisedof Mr Murdoch, Mr Wales and Mr Morris.

The committee meets at least annually with additionalmeetings being convened as required. The committee hasaccess to executive management of the Group and mayconsult independent experts where the committeeconsiders this necessary in order to effectively discharge its responsibilities.

* For details of director attendances at committee meetings refer to the Directors’ Report.

EQUITY PARTICIPATION BY NON-EXECUTIVEDIRECTORSThe Board encourages non-executive Directors to ownshares in the Company.

REMUNERATIONIt is the Company’s objective to provide maximumstakeholder benefit from the retention of a high qualityBoard and executive team by remunerating directors andkey executives fairly and appropriately in accordance withmarket conditions and reflective of their contribution. Theexpected outcomes of this remuneration philosophy are:

– Retention and motivation of key executives

– Attraction of quality management to the Group; and

– Performance incentives which allow executives to sharethe rewards of the success of the Group.

The Board is keen to encourage equity holdings byemployees to align staff interests with those ofshareholders. Many employees have participated in theCompany’s various share and option plans and the directorsbelieve this has historically been a significant contributingfactor to the Group’s success.

The Company’s share plans were in place prior to therelease of the ASX best practice recommendations and werenot submitted to shareholders for approval at the time oftheir adoption other than, in certain cases, for approval forthe purposes of sections 259B(2) and 260(c)(4) of theCorporations Act 2001. The Board considers that thecomposition of executive remuneration and equity relatedstaff incentive plans are the domain of the Board subject to meeting the Company’s statutory and Australian StockExchange Listing Rule disclosure obligations. It is not thecurrent intention of the Board to re-submit or submit itsexisting share and option plans to shareholders for approval.




No directors participate in share, share option orperformance based plans. Non-executive directors receiveonly cash compensation and reimbursement of expenses for their services.

For additional information relating to the Group’sremuneration practices and details relating to directors’ andexecutives’ remuneration during the year, refer to thedirectors’ report and note 25 to the financial statements.

REVIEW OF BOARD AND EXECUTIVE PERFORMANCEIn order to ensure that the Board continues to discharge its duties effectively the performance of all directors wasreviewed during the reporting period by the Chairman. The performance of the Chairman was reviewed during thereporting period by his fellow directors. A review of theBoard has also taken place in accordance with theCompany’s performance evaluation process for directorsand executives. The Board also annually reviews theperformance of the senior management group. A summaryof the performance evaluation process for directors andexecutives is also available on Computershare’s website –www.computershare.com

IDENTIFYING AND MANAGING BUSINESS RISKSThere are a variety of risks that exist in the markets in whichComputershare operates and there are a range of factors,some of which are beyond the control of Computershare,which may impact on the Group’s performance.

The Board in conjunction with the risk and audit committeereviews and approves the parameters under which suchrisks are managed including the responsibility for internalcontrol systems, the procedure for identifying business risksand the methods to control their financial impact on theCompany. The Board has approved a Risk Managementpolicy, a summary of which is available on the corporategovernance information section of the Company’s website –www.computershare.com. In essence the policy isdesigned to ensure that strategic, operational, legal,reputation and financial risks are identified, evaluated,effectively and efficiently monitored to enable theachievement of the Group’s business objectives.

The chief executive officer and the executive managementteam are instructed and empowered by the Board toimplement risk management strategies in cooperation withit and the risk and audit committee, report to the Board andthe risk and audit committee on developments related torisk, and suggest to the Board new and revised strategiesfor mitigating risk.

The role of internal audit as part of the Group’s riskmanagement framework is to understand the key risks ofthe organisation and to examine and evaluate the adequacyand effectiveness of the system of risk management andinternal controls used by management. Internal audit carryout regular systematic monitoring of control activities and

report to both relevant business unit management and therisk and audit committee. Typically, the audit methodologyincludes performing risk assessments of the area underreview; performing audit tests, including selecting andtesting audit samples; reviewing progress made onpreviously reported audit findings and discussing internalcontrol or compliance issues with line management andagreeing on actions to be taken.

During the year, two new roles were created within theGroup to further strengthen the Group’s risk managementframework. The role of enterprise risk manager was createdto oversee and support risk management efforts from agroup perspective ensuring that these efforts were inaccordance with the direction provided by the Board andsenior management, and to ensure the adequacy of the riskmanagement information framework throughout the Group.A technology risk manager was also appointed to supportmanagement on technology risk matters globally with thefocus including technology risk reviews and policydevelopment.

Although no system of risk management can provide totalassurance that the risks that the Group faces will be fullydiminished, the Group’s approach to risk management seeksto meet the Group’s specific needs and minimise the risksto which it is exposed.

CORPORATE REPORTINGThe CEO and CFO have made the following certifications tothe Board:

– that the Company’s financial reports are complete andpresent a true and fair view, in all material respects, ofthe financial condition and operational results of theCompany and the Group and are in accordance withrelevant accounting standards; and

– that the above statement is founded on a sound systemof risk management and internal compliance and controlwhich implements the policies adopted by the Board; and

– the Company’s risk management and internalcompliance and control system is operating efficientlyand effectively in all material respects.

The Company adopted this certification structure for theyear ended 30 June 2004.

CONFLICT OF INTEREST ANDINDEPENDENT ADVICEIf a director has a potential conflict of interest in a matterunder consideration by the Board or a sub-committee, thatdirector must abstain from deliberations on those matters.In that instance the director is not permitted to exercise any influence over other Board members or sub-committeemembers on that issue nor receive relevant Board or sub-committee papers.



The Company permits any director or committee of theBoard to obtain advice about transactions or matters ofconcern at the Company’s cost. Approval for directorsseeking independent advice is subject to the approval of the Chairman acting reasonably.

ETHICAL STANDARDSComputershare recognises the need for directors and staffto observe the highest standards of behaviour and businessethics when engaging in corporate activity.

The Board has adopted a code of ethics that sets out theprinciples and standards with which all officers andemployees are expected to comply in the performance oftheir respective functions. A key element of that code is the requirement that directors, officers and staff act inaccordance with the law and with the highest standards ofpropriety. The code and the methods of its implementationare reviewed annually.

A summary of the Group’s code of ethics is available fromthe corporate governance information section ofComputershare’s website – www.computershare.com

CODE OF PRACTICE FOR BUYING AND SELLINGCOMPUTERSHARE SECURITIESThe freedom of directors and executives to deal inComputershare’s securities is restricted in a number of ways– by statute, by common law and by the requirements of thelisting rules of the ASX. In addition to these restrictions, theCompany has adopted a code of practice for buying andselling Computershare securities. The code of practicecontains additional restrictions on dealing. The code ofpractice provides that directors or executives may only dealin Computershare securities, provided they are not inpossession of material non-public information, in the fourweeks immediately following the Company’s half year andfull year financial results announcements and, if relevant,any shareholders’ meeting. Directors and executives mayonly deal in Computershare securities outside of these timeswith the express prior approval of the Chairman.

A summary of this code of practice is available from the corporate governance information section ofComputershare’s website – www.computershare.com

SHAREHOLDER RELATIONSThe Board aims to ensure that shareholders are informed of all information necessary to assess the performance ofComputershare. Information is communicated to theshareholders through:

– the annual report which is distributed to all shareholders(other than those who elect not to receive it)

– the annual general meeting and other shareholdermeetings called to obtain approval for Board action as appropriate

– making available all information released to theAustralian Stock Exchange on Computershare’s websiteimmediately following confirmation of receipt by theAustralian Stock Exchange

– in circumstances where presentations are the subject of a webcast, making available the webcast onComputershare’s website shortly after the close of the meeting

– ensuring all press releases issued by ComputershareLimited are posted on the Company’s website

– encouraging active participation by shareholders atshareholder meetings. For shareholders who are unableto attend and vote at shareholder meetings,Computershare encourages shareholders to voteelectronically by accessing Computershare’s websitewhere, in advance of a shareholders’ meeting,shareholders can view an electronic version of the proxyform and submit their votes

– actively encouraging shareholders to provide their emailaddress to facilitate more timely and effectivecommunication with shareholders at all times

– contacting shareholders who have provided emailaddresses directly to provide details of upcoming eventsof interest; and

– encouraging all shareholders who are unable to attendgeneral meetings to communicate issues or askquestions by writing to the Company.

A copy of the Board approved Shareholder CommunicationsPolicy is available from the corporate governanceinformation section of Computershare’s website –www.computershare.com




COMMITMENT TO AN INFORMED MARKET RELATINGTO COMPUTERSHARE SECURITIES The Board has approved a market disclosure policy toensure the fair and timely disclosure of price sensitiveinformation to the investment community as required byapplicable law. Computershare’s joint Company Secretaryand Chief Legal Officer, Mr Paul Tobin, has been appointedthe disclosure officer and is required to keep abreast of all material information and where appropriate ensuredisclosure of share price sensitive information. A copy of the policy is available on the corporate governance sectionof Computershare’s website – www.computershare.com

EXTERNAL AUDITORSThe Company’s policy is to appoint external auditors whodemonstrate quality and independence. The performance ofthe auditor is reviewed annually and applications for tenderof external audit services are requested as deemedappropriate, taking into account an assessment ofperformance, existing value and tender costs.PricewaterhouseCoopers were appointed as the externalauditors in May 2002.

It is the policy of PricewaterhouseCoopers to rotate auditengagement partners on listed companies every five years.It is also the PricewaterhouseCoopers’ policy to provide an annual declaration of independence to the risk and audit committee. In addition, the Company has put in place a policy which lists the types of services thatPricewaterhouseCoopers will not be able to undertake inorder to maintain the independence and integrity of itsservices to the Company. As part of this policy, the Boardmust approve any permitted non-external audit task wherethe associated fee may exceed 10% of the annual externalaudit engagement fee.

The external auditor is requested to attend the annualgeneral meeting and be available to answer shareholderquestions about the conduct of the audit and thepreparation of the content of the audit report.

An analysis of fees paid to external auditors, including abreakdown of fees for non-audit services, is provided in thedirectors’ report and in note 26 to the financial statements.

WHISTLEBLOWING The Board has approved a whistleblowing policy thatspecifically outlines procedures for dealing with allegationsof improper conduct. Concerns can be raised in a number ofways, including in writing, anonymously through theCompany’s online whistleblower reporting system, or bytelephone. Any concerns that are reported are assessed andhandled by regional disclosure coordinators in conjunctionwith the Company’s Chief Legal Officer.

All employees have received or are in the process ofreceiving training about the Company’s policies, includinghow to detect and report improper conduct.

eTREE – ENVIRONMENTAL INITIATIVEComputershare launched a joint initiative with LandcareAustralia in April this year called eTree. The initiative wasdriven by a desire to encourage shareholders to acceptshareholder communications electronically in order toreduce the significant costs resulting from the use of anestimated 180 million sheets of paper each year in Australia alone.

The initiative involves a donation being made to Landcare Australia for every shareholder who accepts e-communications from their company. The donations areused to fund re-vegetation and landscape change projects in areas of environmental stress throughout Australia.

Since the launch in April 2004, 32 Australian listedcompanies have participated in this initiative with well over 125,000 shareholders giving their permission for e-communications. As a result of this, approximately500,000 trees have been or are shortly to be planted.

Similar initiatives have been launched by Computershare’sbusinesses in the UK and North America.

HEALTH AND SAFETYComputershare aims to provide and maintain a safe andhealthy work environment at all operations within the Group. Computershare acts to meet this commitment byimplementing work practices and procedures throughout theGroup that comply with the relevant regulations governingthe workplace. Employees are expected to take all practicalmeasures to ensure a safe and healthy working environmentin keeping with their defined responsibilities and regulations.

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)The Australian Accounting Standards Board (AASB) isadopting International Financial Reporting Standards (IFRS)for application to reporting periods beginning on or after 1 January 2005. The AASB will issue Australian equivalentsto IFRS, and the Urgent Issues Group will issue abstractscorresponding to International Accounting Standards Board(IASB) interpretations originated by the InternationalFinancial Reporting Interpretations Committee or the formerStanding Interpretations Committee. The adoption ofAustralian equivalents to IFRS will be first reflected in theconsolidated entity’s financial statements for the half-yearending 31 December 2005 and the year ending 30 June 2006.



Refer to note 1 ‘Statement of Significant AccountingPolicies’ in the Notes to the Financial Statements for furtherinformation about how the transition to Australianequivalents to IFRS is being managed. The key differencesin accounting policies that are expected to arise are set outat the end of note 1.

COMPANY SECRETARIESThe company secretaries are Paul Tobin and Mark Davis.Under Computershare’s Constitution, the appointment andremoval of the company secretaries is a matter for theBoard. Amongst other matters, the company secretariesadvise the Board on governance procedures and seek tosupport the effectiveness of the Board by monitoring Boardpolicy and procedures and coordinating the completion anddespatch of the Board meeting agendas and papers.

Paul Tobin joined the Company in January 2000, havingpreviously practised corporate and securities law at aleading international law firm and acting as Executive VicePresident and General Counsel of a leading informationtechnology company. He was also Founder and President ofan online business to business firm. Paul completed aBachelor of Arts degree at Kenyon College, Ohio and a lawdegree at New York Law School. Paul is also the Group’sChief Legal Officer.

Mark Davis joined the Company in January 2001 havingpreviously practised law at one of Asia Pacific’s leading lawfirms. Mark completed a Bachelor of Commerce andBachelor of Laws with Honours at the Monash University inVictoria, Australia. Mark has also completed a Post GraduateDiploma in Applied Finance and Investment at the SecuritiesInstitute of Australia. Mark is also the Chief Legal Counselfor the Group’s Asia Pacific operations.

All directors have access to the advice and services of thecompany secretaries.




The Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the financial year ended 30 June 2004.

DIRECTORSThe following directors were directors during the whole of the financial year and up to the date of this report:

Non-executiveAS Murdoch (Chairman)TM ButlerPD DeFeoWE Ford AN Wales

ExecutiveCJ Morris (Chief Executive Officer)PJ MaclaganPJ Griffin was a director from the beginning of the financial year until his resignation on 11 November 2003.M Kerber was appointed as a non-executive director on 18 August 2004.

PRINCIPAL ACTIVITIES The principal activities of the consolidated entity during the course of the financial year were the operation of Investorservices, Plan services, Document services, Analytics and Shareholder Relationship Management services, Corporate andTechnology services. The Investor services operations comprise the provision of registry and related services. The Planservices operations comprise the provision and management of employee share and option plans. Document servicesoperations comprise laser imaging, intelligent mailing, scanning and electronic delivery. Analytics and ShareholderRelationship Management services comprise the provision of investor analysis, investor communication and managementinformation services to companies, their employees, shareholders and other securities industry participants. Technologyservices include the provision of software specialising in share registry, financial services and stock markets.

The Group also offers corporate trust services and acts as trustee for clients’ debt offerings in certain markets and providesshare ownership and other investor relations services through its analytics businesses and print and mail distributionservices through its document services businesses.

Specific Computershare subsidiaries are registered securities transfer agents. In addition, certain subsidiaries are Trustcompanies whose charters include the power to accept deposits, primarily acting as an escrow and paying agent on behalfof customers. In certain jurisdictions the Group is subject to regulation by certain federal, provincial and state agencies andundergoes periodic examinations by those regulatory agencies.

The following significant changes in the nature of the activities of the consolidated Group occurred during the year:

– Acquisition of the US based security holder solicitation Group, Georgeson Shareholder Communications.

– Entry into the Indian securities and mutual fund registry market through the purchase of a 50% share in India’s leadingsecurities and mutual fund registry business, renamed Karvy Computershare Private Limited.

– Acquisition of the US based share plan managers, Transcentive Inc.

– The move to full ownership of Pepper Technologies AG, a specialist in shareholder and employee relationshipmanagement.

– The move to full ownership of Computershare GmbH (previously known as Deutsche Börse Computershare GmbH).

– Acquisition of the e-Business orientated company, Global eDelivery Group Pty Ltd (previously known as TechnologyPartners Group Pty Ltd).

– Acquisition of a further 15% stake in the National Registry Company (NRC), one of Russia’s leading registrars, taking theGroup’s total stake to 45%.

There were no other significant changes in the nature of the activities of the consolidated entity during the year.


Directors’ Report


CONSOLIDATED PROFITThe profit of the consolidated entity for the financial year was $83,646,193 after income tax and $79,982,107 after outside equity interests. The profit after tax and outside equity interests represents a 392% increase on the 2003 result of $16,255,550. Profit of the consolidated entity for the financial year excluding non-recurring items was $81,441,193 afterincome tax and outside equity interests. This represents a 97.9% increase on the 2003 result of $41,147,550. Net profitbefore non-recurring items is determined as follows:

Consolidated2004 2003

$000’s $000’s

Net profit 83,646 16,256Exclusion of normalising transactions (net of tax):

Redundancies – 16,234Property write-offs – 4,980Asset write-offs – 1,092Profit on sale of UK premises (The Pavilions) (5,682) –Restructuring costs 3,477 2,586

Net profit excluding non recurring items (refer note 2b) 81,441 41,148

DIVIDENDSThe following dividends of the consolidated entity have been paid or declared since the end of the preceding financial year:

Ordinary shares– A final dividend in respect of the year ended 30 June 2003 was declared on 28 August 2003 and paid on 26 September

2003. This was an ordinary dividend of 2.5 cents per share amounting to $13,529,601 fully franked at 30%.

– An interim ordinary dividend in respect of the half year ended 31 December 2003 was declared on 25 February 2004 and paid on 26 March 2004. This was an ordinary dividend of 3.0 cents per share amounting to $16,498,020 fully franked at 30%.

– A final dividend recommended by the directors of the company in respect of the year ended 30 June 2004, to be paid on 24 September 2004, is an ordinary dividend of 5.0 cents per share amounting to $26,917,995 fully franked at 30%.This dividend was not declared until 18 August 2004 and accordingly no provision has been recognised at 30 June 2004.

Reset preference shares– A reset preference share dividend of $2.7575 per share amounting to $4,136,242 franked at 30%, in respect of the six

months ended 30 November 2003, was paid on 1 December 2003.

– A reset preference share dividend of $2.7575 per share amounting to $3,320,073 franked at 30% in respect of the sixmonths ended 31 May 2004 was paid on 31 May 2004.

– A reset preference share dividend of $2.7575 per share amounting to $534,538 has been accrued in respect of theperiod 1 June 2004 to 30 June 2004.

– The total preference share dividend referable to the year ended 30 June 2004 is $7,314,823.

– Following a decision by the directors of the company to cause the reset preference shares to be converted to ordinaryshares on 30 September 2004, a reset preference share dividend of $1.8384 per share franked at 30% in respect of theperiod 1 June 2004 to 30 September 2004 will be paid on 30 September 2004.


Directors’ Report (cont’d)


REVIEW OF OPERATIONS

OverviewThe current financial year’s result demonstrates substantial improvement across all metrics within the business includingearnings per share, revenues, cash generation and other balance sheet measures.

The positive results posted for the financial year reflect a continued improvement in market conditions, particularly in theAsia Pacific region, and a significantly improved profit from North America, whose contribution to the Group’s earningsbefore interest, tax, depreciation and amortisation (EBITDA) has improved from 27% of the total in the year ended 30 June 2003 to 39% of the total in the year ended 30 June 2004.

These results reflect the prudent strategies which were set in place in the prior financial year and which have enabled theGroup to take full advantage of the upswing in the Asia Pacific region. Additionally, the result of the North Americanintegration, following recent acquisition activity, is already showing significant benefits. Computershare expects furthersynergies to be derived in the coming financial year.

The Group’s EBITDA increased by 37% before non-recurring items to $183.4 million for the year ended 30 June 2004 (2003:$133.9 million). Total revenues were $946.4 million. Excluding proceeds on the sale of the UK premises of $51.7 million,total revenues were $894.7 million, an increase of 26% over the prior financial year. Excluding the revenue contributions ofbusinesses acquired during the year ended 30 June 2004, total revenues were 6% higher. Operating expenses, excludingcost of sales and the impact of acquisitions in the current financial year, were $459.0 million, down 1%. The Group’s EBITDAwas apportioned between Asia Pacific 35%, North America 39% and EMEA 26%. Computershare had an effective corporatetax rate of 24.4% during the year (2003: 41.8%).

RevenuesRegionally, revenues were apportioned between Asia Pacific 32%, North America 40% and EMEA 28%. These percentagesreflect the increased contribution of the North American business in the current financial year.

The Asia Pacific region contributed revenues of $283.2 million (2003: $214.6 million). This increase is primarily due toincreased corporate actions in the year ended 30 June 2004 but is supported by improvements in all areas of the business.

North America contributed revenues of $356.5 million (2003: $258.8 million) reflecting the synergies and benefits derivedfrom the Georgeson Group and Transcentive acquisitions in the current financial year, combined with improved performanceby existing businesses.

The EMEA region contributed revenues of $303.8 million (2003: $231.9 million). The Registry business experienced growthduring the year.

Overseas operations were also impacted by exchange rate movements. Had the Australian dollar remained at financial year2003 levels, revenue would have been reported at $978 million (excluding the sale of the UK premises), a constant dollarincrease of 38% compared to the corresponding prior year.

Operating costsOperating expenses have increased 22% on last year. Excluding cost of sales and the impact of acquisitions in the currentfinancial year, operating expenses were $459.0 million, down 1% versus an increase in revenue of 6%. Total personnel costsincreased 16% reflecting growth in the organisation.

Total technology costs remained constant at $91.0 million. Of this amount, $41.1 million related to research anddevelopment which has been expensed. The Group is now enjoying the benefits of the migration of all major businessesonto the Group’s own technology platform and external bureau costs have been largely eliminated in the current financial year.

Working capitalImproved working capital management contributed to operating cash flows of $136.1m for the 2004 financial year. This is animprovement of $59.9 million (79%) on the previous financial year. Continued focus on capital expenditure has ensured thattotal capital expenditure has remained under control at $21.4 million, 20% below the depreciation expense for the year.Working capital ratios have also continued to improve and receivable days have been reduced to 57 days (2003: 61 days).



Ordinary sharesOn 26 May 2004 Computershare announced an on market buy-back of up to 27,500,000 ordinary shares with a closing date of 17 December 2004. The buy-back commenced on 10 June 2004 and as at 16 August, the Group had bought back15,970,000 million shares for a total consideration of approximately $50.7 million at an average of $3.18 per share.

Reset preference sharesOn 19 December 2003 Computershare announced its intention to buy-back a maximum of 17% of its issued resetpreference shares (250,000 shares). On 19 March 2004, Computershare announced a change to this share buy-back, with an intention to buy-back a further 500,000 shares. The buy-back commenced on 5 January 2004. As at 16 August 2004, theGroup had purchased 315,193 reset preference shares for a total consideration of approximately $32.7 million at an averageof $103.83 per share.

Changes to accounting standards that will effectively treat reset preference shares as debt rather than equity has led to thedecision to convert all reset preference shares to ordinary shares under the terms and conditions of their issue.

Earnings per share2004 2003

Cents Cents

Basic earnings per share 13.30 1.47Diluted earnings per share 13.61 2.60

Normalised basic earnings per share 12.89 6.05Normalised diluted earnings per share 13.23 6.57

The normalised basic and diluted earnings per share amounts have been calculated to exclude the impact of non recurringitems (see note 5 in the financial report) recognised in the financial report for the year ended 30 June 2004 in order to makethe earnings per share amounts for the current year more comparable with the earnings per share amounts for 2003.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRSSignificant changes in the affairs of the consolidated entity during the financial year which are reported in the consolidatedfinancial statements were:

– On 2 December 2003 Computershare acquired the Georgeson Shareholder Communications Group. This acquisitionserved to further strengthen the Group’s presence in the US market.

– On 31 December 2003 the Group moved to full ownership of Computershare GmbH, formerly known as Deutsche Börse Computershare GmbH.

– On 2 February 2004 Computershare announced its entry into the Indian securities and mutual fund registry marketthrough the purchase of a 50% share in India’s leading securities and mutual fund registry business, renamed KarvyComputershare Private Limited.

– On 18 February 2004 the Group acquired the US based share plan managers business, Transcentive Inc., furthercementing its presence in the US market.

– On 1 March 2004 Computershare Limited moved to full ownership of Pepper Technologies AG, a specialist inshareholder and employee relationship management.

– On 4 June 2004 the Group acquired 100% of the e-Business orientated company, Global eDelivery Group Pty Ltd,(previously know as Technology Partners Group Pty Ltd).

– On 24 June 2004 the Group announced that it had acquired a further 15% stake in the National Registry Company (NRC), one of Russia’s leading registrars, taking its total to 45%.

– The increase in the total of shareholders’ funds of 3% was due to acquisition activity offset by the ordinary and resetpreference share buy-backs and the effect of foreign currency translation.

– Gearing – net debt to net debt plus equity – increased to 27% from 12% over the past year following the ordinary andreset preference share buy-backs and the acquisitions of businesses.




In the opinion of the directors there were no other significant changes in the affairs of the consolidated entity during thefinancial year under review that are not otherwise disclosed in this report or the consolidated accounts.

SIGNIFICANT EVENTS AFTER YEAR ENDNo matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this report or in the consolidated financial statements that has significantly affected or may significantly affect the operations of theconsolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financialyears, except that:

(a) On 26 May 2004 Computershare announced its intention to buy back up to 27,500,000 ordinary shares commencing 10 June 2004. Between 1 July 2004 and 13 September 2004 the company bought back 9,707,476 ordinary shares at anaverage cost per share of $3.16. The shares bought back represent 1.78% of issued ordinary shares at the balancesheet date.

Between 1 July 2004 and 13 September 2004 the company bought back 183,478 preference shares at an average costper share of $103.71. The shares bought back represent 15% of issued preference shares at the balance sheet date. On 13 September 2004 an additional 69,259 shares had been bought back, but not yet settled.

(b) On 3 August 2004 Computershare announced the acquisition of New York based Alamo Direct Mail Services Inc, a company specialising in print, mail, tabulation and proxy solicitation services to the mutual fund industry in NorthAmerica, for a consideration of US $15.5 million and contingent consideration of US $7 million that is subject to meetingspecified revenue hurdles on an initial 3 year period. Computershare intends to combine the Alamo business with itsexisting Georgeson mutual fund business to create a powerful new product offering to the mutual fund industry.

(c) M Kerber was appointed as a non-executive director on 18 August 2004.

(d) On 19 August 2004 Computershare announced the decision of the directors to cause the reset preference shares to beconverted to ordinary shares on 30 September 2004. As noted in the dividends section above, a reset preference sharedividend of $1.8384 per share franked at 30% will be paid in respect of the period 1 June 2004 to 30 September 2004 on 30 September 2004.

(e) On 3 September 2004, Computershare announced the acquisition of Flag Communications Limited, a UK basedemployee relationship management company. Flag specialises in employee communications for FTSE 100 and 250 companies.

LIKELY DEVELOPMENTS AND FUTURE RESULTSLikely developments in the operations of the consolidated entity constituted by the Computershare Group and the entities it controls from time to time that were not finalised at the date of this report include consolidation of North Americanacquisitions, including maximisation of synergy benefits across the global business.

Additional comments on expected results of the business are included in this report under review of operations.

ENVIRONMENTAL REGULATIONSThe Computershare Group is not subject to significant environmental regulation.

INFORMATION ON DIRECTORSThe qualifications, experience and responsibilities of directors are outlined in the Corporate Governance Statement and formpart of this report.



Directors’ InterestsAt the date of this report, the direct and indirect interests of the directors in the shares of the company are:

Number of Number of Reset Name Number of Options Ordinary Shares Preference Shares

TM Butler – – –PD DeFeo – 80,000 –WE Ford – – –M Kerber – 40,000 –PJ Maclagan – 16,627,525 1,330CJ Morris – 55,712,042 –AS Murdoch – 609,800 –AN Wales – 32,592,384 –

Meetings of directorsThe number of meetings of the Board of Directors (and of Board Committees) and the number of meetings attended byeach of the directors during the financial year are:

Audit Committee Nomination RemunerationDirectors’ Meetings Committee CommitteeMeetings Meetings Meetings

A B A B A B A BAS Murdoch 5 5 6 6 1 1 3 3TM Butler 5 5 – – 1 1 – –PD DeFeo 5 5 – – 1 1 3 3WE Ford 5 5 – – – – – –PJ Griffin* 3 3 1 2 1 1 1 1PJ Maclagan 5 5 – – 1 1 – –CJ Morris 5 5 – – 1 1 3 3AN Wales 5 5 6 6 1 1 3 3

A – Number of meetings attendedB – Number of meetings held during the time the director held office during the year.

* PJ Griffin is no longer a director having resigned on 11 November 2003.

Remuneration practicesPrinciples used to determine the nature and amount of remuneration The objective of the company’s executive reward framework is to ensure that reward for performance is competitive. The framework seeks to align executive reward with the achievement of strategic objectives and the creation of shareholder value.

The executive pay and reward framework has a number of components including base pay, possible short termperformance incentives, long term incentives and other remuneration such as superannuation. The combination of thesecomprises the executives’ total remuneration. Both short and long term incentives are discretionary and are subject to boththe company and the individual meeting agreed requirements.

Please refer to the Corporate Governance Statement for further details on Board performance assessment procedures.

Non-executive directorsDetails of non-executive directors’ base remuneration are detailed in the table below. All non-executive directors areprovided with statutory retirement benefits, details of which also appear in the remuneration table below. No incentives,either short or long term, are paid to non-executive directors, nor are any termination payments due to any non-executivedirectors that do not complete their term of service.

The aggregate amount of non-executive directors’ fees is determined by the shareholders upon Board recommendation. A pool of $750,000 was last approved by the shareholders in November 2003.

Non-executive directors are not eligible to participate in the Company’s option or share plans.




Executive directorsBoth executive directors are employed under open ended arrangements with Computershare. The CEO is appointed to the Board under the company’s constitution, and the Managing Director of Computershare Technology Services iselected by shareholders under the same rotation basis that applies to non-executive directors. Details of base salary andsuperannuation arrangements are detailed in the table below. No additional payments are made in consideration for theiractivities as directors. Short term cash incentives may be paid in years in which the company’s performance exceedsagreed performance hurdles. A cash bonus in respect of the year ended 30 June 2004 has been paid subsequent to theyear end, details of which are in the table below. Neither executive is eligible for any termination payments should theiremployment or directorship cease for any reason.

Executive payAll executives listed below are employed under open ended arrangements with Computershare. Details of base salary and retirement benefits are supplied in the table below. These and other key executives are also eligible to receive bothshort term cash incentives and long term share based incentives. Share based awards are designed to align executives’financial interests with those of the shareholders and are also designed to assist in the retention of participants. Executiveswho receive share based awards need to have, at a minimum, completed specified periods of service before any share awards under the plan become unconditional. Awards are discretionary and are subject to approval of the Board based onrecommendations from the remuneration committee. The exercise of discretion in relation to the share awards is based onthe Company’s performance and the attainment of specified objectives. A bonus was awarded in respect of the year ended30 June 2004. All of the executives listed below received their bonus as shares. All of the executives below are eligible forpayment of a benefit on early termination by the employer without cause, equal to 30 months salary at the time.

Under the terms of his employment contract, T Honan is entitled to receive 40,000 shares on 27 May 2005. The estimated valueof these shares, which will be reported in future periods, is $26,457, based on the share price at grant date and spread over thevesting period. Under the terms of his employment, R Chapman is entitled to receive 50,000 shares on 31 December 2004. Theestimated value of these shares, which will be reported in future periods, is $31,410, based on the share price at grant date andspread over the vesting period.

Based on the performance of the Company for the year ended 30 June 2004, all of the executives listed in the table below weregranted additional shares on 1 September 2004. All of the executives are entitled to receive these shares after completion of atwo year vesting period. The estimated value of these shares, which will be reported in future periods, is $942,998, based on theshare price at grant date and spread over the vesting period.

Computershare Employee Option PlanInformation on the Computershare Option Plans is set out in note 21. Details of shares under option, or issued during orsince the end of the financial year due to the exercise of options, are set out in note 19.

Details of remunerationDetails of the nature and amount of each element of the emoluments for each director of the Computershare Group andeach of the six officers of the company and the consolidated entity receiving the highest emoluments and being the mostsenior officers of the consolidated and parent entity for the year ended 30 June 2004 are set out in the table below.

2004 Primary Post employment Equity Total

Salary Cash Profit Non-monetary Superannuation Retirement Shares Options Shares and Fees Share and Benefits and Pension Benefits Issued as

Bonuses Bonus$ $ $ $ $ $ $ $ $

DirectorsAS Murdoch 115,000 – – 11,500 – – – – 126,500TM Butler 97,609 – – – – – – – 97,609PD DeFeo 105,545 – – – – – – – 105,545WE Ford 52,772 – – – – – – – 52,772PJ Griffin* 41,667 – – 5,833 – – – – 47,500PJ Maclagan 500,188 281,000** – 50,019 – – – – 831,207CJ Morris 500,188 750,000** – 50,019 – – – – 1,300,207AN Wales 75,000 – – 7,500 – – – – 82,500

TOTAL 1,487,969 1,031,000 – 124,871 – – – – 2,643,840

* PJ Griffin resigned as a director on 11 November 2003.** In place of taking the full amount of the bonus, Mr CJ Morris and Mrs PJ Maclagan asked the Company to send a donation totalling $343,750 to the

Peter McCallum Institute for Cancer Research.


7519_CPU_AR_SectCChanges.qxp 27/9/04 3:09 PM Page 59


Salary Cash Profit Non-monetary Superannuation Retirement Shares Options Sharesand Fees Share and Benefits and Pension Benefits Issued as

Bonuses Bonus***$ $ $ $ $ $ $ $ $

ExecutivesR Chapman 439,239 – 1,152 30,747 – 183,269 – 74,577 728,984S Crosby 400,187 – 2,474 11,002 – 185,480 55,540 160,000 814,683P Conn 422,178 – – – – 136,724 16,000 51,429 626,331T Honan 330,188 – – 11,002 – 175,701 35,975 138,388 691,254S Rothbloom 562,905 – – 12,149 – 167,841 80,000 205,190 1,028,085P Tobin 408,954 – 3,955 11,002 – 162,461 19,770 97,263 703,405

TOTAL 2,563,651 – 7,581 75,902 – 1,011,476 207,285 726,847 4,592,742

*** The above bonus shares were granted on 1 September 2004.

Share based compensation – options

Details of employee options granted which may affect remuneration in this or future reporting periods are disclosed in note 19.

No directors or executives were granted options in the current financial year. Refer to note 19 for details of employee options.

Option Holdings of Directors and Specified Executives

Options provided as remunerationThe assessed fair value at grant date of options granted to directors and specified executives is allocated equally over theperiod from grant date to vesting date, and the amount relating to the current financial year is included in the remunerationtable above. Fair values at grant date are independently determined using a Black Scholes option pricing model that takesinto account the exercise price, the current level and volatility of the underlying share price, the risk free interest rate,expected dividends on the underlying share, the market price at grant date of the underlying share, the expected life of the option and vesting period applicable to the options.

Shares provided on exercise of remuneration optionsNo directors hold options in the company. No executives were granted options during or since the end of the currentfinancial year.

Details of ordinary shares in the company provided as a result of the exercise of remuneration options to each of thespecified executives are set out in the table below.

Date options granted Issue price of shares Number of shares issued

9 September 1998 $1.37 120,000

No amounts are unpaid on any shares issued on the exercise of options.

Loans to directors and executives

Computershare has not made any loans to directors and executives during the current financial year.

INDEMNIFICATION OF OFFICERSDuring the period, the company paid an insurance premium to insure directors and executive officers of the company andits controlled entities against certain liabilities.

Disclosure of the amount of insurance premium payable and a summary of the nature of liabilities covered by the insurancecontract is prohibited by the insurance policy.




AUDITORPricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.

Non-audit servicesThe Group may decide to employ its auditor, PricewaterhouseCoopers, on assignments in addition to their statutory auditduties where the auditor’s expertise and experience with the Group are important.

The Board is satisfied that the provision of non-audit services is compatible with the general standard of independence forauditors imposed by the Corporations Act 2001 and internal guidelines.

Further details regarding the Board’s internal policy for engaging PricewaterhouseCoopers for non-audit services is set out inthe Corporate Governance Statement.

A copy of the auditors’ signed independence declaration as required under section 307C of the Corporations Act 2001 isprovided immediately after this report.

Details of the amounts paid to the auditor for both audit and non-audit services are provided in the table below.

During the year the following amounts were paid to PricewaterhouseCoopers, the Group auditor.


$ $

Remuneration received or due and receivable by PricewaterhouseCoopers for:

Audit and review of the financial statements by PricewaterhouseCoopers Australia 749,330 586,000

Audit and review of the financial statements byrelated practices of Pricewaterhouse Coopers Australia 1,520,297 1,081,612

Other services performed by PricewaterhouseCoopers Australia 202,112 8,000Other services performed by related practices of

PricewaterhouseCoopers Australia 183,718 245,000

Total Remuneration 2,655,457 1,920,612

Other services provided relate primarily to compliance reviews for global operations and pre-acquisition services provided inrelation to the acquisition of the Georgeson Shareholder Communications Group.

ROUNDING OF AMOUNTSThe company is of a kind referred to in class order 98/0100, issued by the Australian Securities and InvestmentsCommission, relating to the ‘rounding off’ of amounts in the Directors’ Report. Amounts in the Directors’ Report and theDetailed Financial Statements have been rounded off in accordance with that Class order to the nearest thousand dollarsunless specifically stated to be otherwise.

Signed in accordance with a resolution of the directors.

AS MurdochChairman

CJ MorrisDirector 14 September 2004



AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of Computershare Limited and its controlled entities for the year ended 30 June 2004, I declare that, to the best of my knowledge and belief, there have been:

(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

(b) no contraventions of any applicable code of professional conduct in relation to the audit.

Russell SuttonPartner MelbournePricewaterhouseCoopers 14 September 2004


Auditor’s Independence Declaration

PricewaterhouseCoopersABN 52 780 433 757

333 Collins StreetMELBOURNE VIC 3000GPO Box 1331LMELBOURNE VIC 3001DX 77 MelbourneAustraliawww.pwc.com/auTelephone +61 3 8603 1000Facsimile +61 3 8603 1999


Consolidated Parent entityNote 2004 2003 2004 2003

$000 $000 $000 $000

RevenuesSales revenue 2 871,240 694,519 – –

Other revenue from ordinary activities 2 75,193 14,078 56,623 65,085

Total revenue from ordinary activities 2 946,433 708,597 56,623 65,085

ExpensesDirect services 654,943 547,145 – –Technology services 91,008 101,025 – –Corporate services 80,665 20,633 21,931 14,079Borrowing costs 2 9,020 8,296 946 930

Total expenses 835,636 677,099 22,877 15,009

Share of net profit/(loss) of associates accounted for using the equity method 34 (140) (2,036) – –

Profit/(loss) from ordinary activities before related income tax expense 110,657 29,462 33,746 50,076Income tax (expense)/benefit relating to ordinary activities 3 (27,011) (12,329) (3,558) (4,616)

Net profit/(loss) 83,646 17,133 30,188 45,460Net (profit)/loss attributable to outside equity interests (3,664) (877) – –

Net profit/(loss) attributable to members of the parent entity 4 79,982 16,256 30,188 45,460

Net exchange difference on translation of financialreports of self-sustaining foreign controlled entities 20 (9,892) (24,321) – –

Total revenues, expenses and valuation adjustments attributable to members of theparent entity recognised directly in equity (9,892) (24,321) – –

Total changes in equity attributable to members of the parent entity other than those resulting fromtransactions with owners as owners 70,090 (8,065) 30,188 45,460

Basic earnings per share (cents per share) 5 13.30 1.47Normalised basic earnings per share (cents per share) 5 12.89 6.05

Diluted earnings per share (cents per share) 5 13.61 2.60Normalised diluted earnings per share (cents per share) 5 13.23 6.57

The above Statements of Financial Performance should be read in conjunction with the accompanying notes.


Statements of Financial PerformanceFOR THE YEAR ENDED 30 JUNE 2004



$000 $000 $000 $000

Current AssetsCash 90,495 60,828 831 3,608Receivables 6 181,619 132,220 23,520 5,137Other financial assets 7 50,944 36,653 – –Inventories 8 6,993 3,904 – –Current tax assets 11 3,493 941 2,093 –Other 9 19,595 11,152 209 396

Total Current Assets 353,139 245,698 26,653 9,141

Non-Current AssetsReceivables 6 1,598 1,049 155,499 245,600Other financial assets 7 15,266 30,931 397,908 345,702Property, plant and equipment 10 92,387 133,619 2,698 4,094Deferred tax assets 11 20,918 47,175 1,632 10,579Intangibles – goodwill 12 698,903 431,502 – –Other 13 4,874 4,432 – 144

Total Non-Current Assets 833,946 648,708 557,737 606,119

Total Assets 1,187,085 894,406 584,390 615,260

Current LiabilitiesPayables 14 203,743 111,044 4,149 7,739Interest bearing liabilities 15 98,824 5,564 367 598Current tax liabilities 16 2,341 5,876 – 9,769Provisions 17 32,567 24,287 6,535 678Other 18 11,715 2,569 – –

Total Current Liabilities 349,190 149,340 11,051 18,784

Non-Current LiabilitiesPayables 14 331 – – –Interest bearing liabilities 15 213,251 132,923 65,301 62,678Deferred tax liabilities 16 9,427 15,568 220 114Provisions 17 6,892 5,177 236 290Other 18 3,127 2,991 – –

Total Non-Current Liabilities 233,028 156,659 65,757 63,082

Total Liabilities 582,218 305,999 76,808 81,866

Net Assets 604,867 588,407 507,582 533,394

Equity

Parent Entity InterestContributed equity – ordinary shares 19 338,987 324,881 338,480 324,375Contributed equity – reset preference shares 19 114,432 147,195 114,432 147,195Reserves 20 (27,799) (17,907) 545 545Retained profits 4 170,750 128,366 54,125 61,279

Total parent entity interest 36 596,370 582,535 507,582 533,394Outside equity interest in controlled entities 36 8,497 5,872 – –

Total Equity 604,867 588,407 507,582 533,394

The above Statements of Financial Position should be read in conjunction with the accompanying notes.


Statements of Financial Position FOR THE YEAR ENDED 30 JUNE 2004



$000 $000 $000 $000

Cash flows from Operating ActivitiesReceipts from customers 878,706 688,690 727 9,528Payments to suppliers and employees (711,945) (578,874) (26,497) (13,211)Dividends received 210 16 – 34,159Interest paid and other costs of finance (8,704) (9,711) (881) (790)Interest received 3,589 3,457 257 7,622Australian net GST (paid)/refunded (9,290) (6,125) (9,284) 1,810Income taxes (paid)/refunded (16,442) (21,274) 620 (851)

Net operating cash flows 30(b) 136,124 76,179 (35,058) 38,267

Cash flows from Investing ActivitiesPayments for purchase of controlled entities

net of cash acquired 24 (208,626) (210) (13,800) (34,159)Payments for purchase of businesses – (12,335) – –Payments for investment in associated entities (1,159) (17,603) – –Payments for investments (2,239) (8,604) (168) –Payments for property, plant and equipment (21,378) (17,933) (5,068) (370)Net loan repayments from controlled entities – – 141,217 63,282Proceeds from sale of assets 66,137 525 121 –Other (706) – – –

Net investing cash flows (167,971) (56,160) 122,302 28,753

Cash flows from Financing ActivitiesProceeds from issues of ordinary shares 933 1,538 933 1,539Buy-back of ordinary shares (20,111) (38,351) (20,111) (38,351)Buy-back of reset preference shares (32,763) – (32,763) –Proceeds from borrowings 320,902 227,015 – –Repayment of borrowings (164,025) (182,885) – –Dividends paid – ordinary shares (30,028) (27,279) (30,028) (27,279)Dividends paid – reset preference shares (7,456) (8,250) (7,456) (8,250)Dividends paid to outside equity interest in controlled entity (1,519) (524) – –Proceeds from finance leases 1,077 759 – –Repayment of finance leases (5,164) (1,859) (596) (613)

Net financing cash flows 61,846 (29,836) (90,021) (72,954)

Net increase/(decrease) in cash held 29,999 (9,817) (2,777) (5,934)Cash at the beginning of the financial year 30(a) 60,828 74,327 3,608 9,542Exchange rate variations on foreign cash balances (332) (3,682) – –

Cash at the end of the financial year 30(a) 90,495 60,828 831 3,608

Refer to note 30(c) for information in respect of any non-cash financing and investing transactions.The above Statements of Cash Flows should be read in conjunction with the accompanying notes.


Statements of Cash Flows FOR THE YEAR ENDED 30 JUNE 2004


1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Basis of accountingThe financial statements have been prepared as a general purpose financial report that complies with the requirements of the Corporations Act 2001, Australian Accounting Standards, other authoritative pronouncements of the AustralianAccounting Standards Board and Urgent Issues Group Consensus Views. The accounting policies used are consistent withthose adopted in the previous year.

The financial statements have been prepared in accordance with the historical cost convention and do not take account ofchanges in either the general purchasing power of the dollar or in the prices of specific assets except for certain assets that,where noted, are at valuation.

Where applicable, comparative information has been reclassified or represented to maintain comparability with the currentreporting period.

The Australian Accounting Standards Board (AASB) is adopting IFRS for application to reporting periods beginning on orafter 1 January 2005. The AASB will issue Australian equivalents to IFRS, and the Urgent Issues Group will issue abstractscorresponding to IASB interpretations originated by the International Financial Reporting Interpretations Committee or theformer Standing Interpretations Committee. The adoption of Australian equivalents to IFRS will be first reflected in theconsolidated entity’s financial statements for the half-year ending 31 December 2005 and the year ending 30 June 2006.Information about how the transition to Australian equivalents to IFRS is being managed, and the key differences inaccounting policies that are expected to arise, is set out at the end of note 1.

Principles of consolidationThe consolidated financial statements include the financial statements of the parent entity, Computershare Limited, and its controlled entities, referred to collectively throughout these financial statements as the ‘consolidated entity’.

All inter-entity balances and transactions have been eliminated. Where an entity either began or ceased to be controlledduring the year, the results are included only from the date control commenced or up to the date control ceased.

Financial statements of foreign controlled entities presented in accordance with overseas accounting principles are, forconsolidation purposes, adjusted to comply with Group policy and generally accepted accounting principles in Australia.

Foreign currency transactionsForeign currency transactions are converted to Australian dollars at exchange rates approximating those in effect at the date of each transaction. Amounts payable and receivable in foreign currencies at balance date are converted to Australiandollars at the average of the buy and sell rates available on the close of business at balance date. Revaluation gains andlosses are brought to account as they occur. The financial statements of all foreign operations are translated using thecurrent rate method as they are considered self-sustaining.

Exchange differences relating to monetary items are included in the Statements of Financial Performance, as exchangegains or losses, in the period when the exchange rates change. Where the exchange difference relates to hedging part of the net investment in a self-sustaining foreign operation the exchange difference is transferred to the foreign currencytranslation reserve on consolidation.

Income taxThe financial statements apply the principles of tax-effect accounting. The income tax expense in the Statement of FinancialPerformance represents tax on the pre-tax accounting profit adjusted for income and expenses never to be assessed orallowed for taxation purposes. The provision for deferred income tax liability and the future income tax benefit include thetax effect of differences between income and expense items recognised in different accounting periods for book and taxpurposes, calculated at the tax rates expected to apply when the differences reverse.

The benefit arising from estimated carry forward tax losses is recorded as a future income tax benefit only where realisationof such benefit is considered to be virtually certain. The benefit arising from timing differences is recorded as a futureincome tax benefit where realisation of such benefit is beyond reasonable doubt.

No provision is made for withholding tax on unremitted earnings of applicable foreign incorporated controlled entities asthere is currently no intention to remit these earnings to the parent entity.


Notes to the Financial StatementsFOR THE YEAR ENDED 30 JUNE 2004


Tax consolidation legislationComputershare Limited and its wholly-owned Australian entities implemented the tax consolidation regime with effect from1 July 2002. The Australian Taxation Office has been formally notified of this decision.

The relevant entities have also entered into a tax sharing agreement. As a consequence, Computershare Limited, as thehead entity in the tax consolidation Group, has recognised the current tax liability relating to transactions, events andbalances of the wholly owned Australian controlled entities in this Group in the financial statements as if that liability was its own, in addition to recognising the current tax liability arising in relation to its own transactions, events and balances.Amounts receivable or payable under the tax sharing agreement are recognised separately as tax related intercompanypayables or receivables.

The impact on the income tax expense and results of Computershare Limited is unlikely to be material because of the taxsharing agreement. The tax sharing agreement is not expected to have a material impact on the consolidated assets,liabilities and results.

InventoriesInventories are valued at the lower of cost and net realisable value. Cost is assigned on a first-in first-out basis.

Prepaid inventory is recorded at cost and is bought on behalf of the company’s clients. As the inventory is used, the costsare billed.

Recoverable amount of non-current assetsNon-current assets are reviewed at least annually to determine whether their carrying amounts require write-down torecoverable amount.

Property, plant and equipmentThe amounts at which property, plant and equipment are stated in these financial statements are regularly reviewed. Where revaluations are made they are based on reports by independent valuers.

The gain or loss on disposal of revalued assets is calculated as the difference between the carrying amount of the asset atthe time of disposal and the proceeds on disposal and is included in the profit and loss of the consolidated entity in the yearof disposal. Any related revaluation increment in the asset revaluation reserve at the time of disposal is transferred toretained earnings.

DepreciationItems of property, plant and equipment, excluding freehold land and leasehold plant and equipment, are depreciated on astraight line basis at rates calculated to allocate their cost or valuation, less estimated residual value, against revenue overtheir estimated useful life. Additions and disposals are depreciated for the period held in the year of acquisition or disposal.Depreciation expense has been determined based on the following rates of depreciation:

– Buildings (2.5% per annum)

– Plant and Equipment (10% to 50% per annum)

– Fixtures and Fittings (13% to 50% per annum); and

– Motor Vehicles (15% to 40% per annum).

Leasehold improvementsThe cost of improvements to or on leasehold properties is amortised over the unexpired period of the lease or theestimated useful life of the improvement to the consolidated entity, whichever is the shorter.



1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

InvestmentsControlled entitiesThe investments in the controlled entities are carried in the company’s financial statements at the lower of cost andrecoverable amount. Dividends from controlled entities are brought to account in the Statement of Financial Performancewhen they are proposed by the controlled entities.

Associated entitiesInterests in material associated entities are brought to account using the equity method. Under this method the investmentin associates is initially recognised at its cost of acquisition and its carrying value is subsequently adjusted for increases ordecreases in the investor’s share of post-acquisition results and reserves of the associate. The investment in associatedentities is decreased by the amount of dividends received or receivable. Investments in associates are carried at the lowerof cost and recoverable amount in the accounts of the parent entity.

Detailed equity accounting information concerning the consolidated entity’s interests in material associated entities isprovided in note 34.

Other financial assetsBroker client deposits and all other investments are carried in the accounts at the lower of cost or recoverable amount.Dividend and interest income from these assets is brought to account when received.

LeasesAssets acquired under finance leases are capitalised and amortised over the life of the relevant lease, or where ownership is likely to be obtained on expiration of the lease, over the life of the asset. Lease payments are allocated between interestexpense and reduction in the lease liability.

Operating lease assets are not capitalised and rental payments are charged against operating profit in the period in whichthey are incurred.

Software development costsInternally developed software and related costs are expensed in the year in which they are incurred.

Acquisition of assetsThe purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments or otherassets are acquired. Cost is measured as the fair value of the assets given up, shares issued or liabilities undertaken at thedate of the acquisition plus incidental costs directly attributable to the acquisition. Where equity instruments are issued inan acquisition, the value of the instruments is their market price as at the acquisition date, unless the notional price at whichthey could be placed in the market is a better indicator of fair value. Transaction costs arising on the issue of equityinstruments are recognised directly in equity.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to theirpresent value as at the date of the acquisition. The discount rate used is the entity’s incremental borrowing rate, being therate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Provisions for restructuring costs and related employee termination benefits are recognised as at the date of acquisition ofan entity or part thereof on the basis described in the accounting policy notes for restructuring costs and employeebenefits. Goodwill is brought to account as described in the accounting policy note for goodwill.

Where an entity or operation is acquired and the fair value of the identifiable net assets acquired, including any liability forrestructuring costs, exceeds the cost of acquisition, the difference, representing a discount on acquisition, is accounted forby reducing proportionately the fair values of the non-monetary assets acquired until the discount is eliminated. Where, afterreducing the recorded amounts of the non-monetary assets acquired to zero, a discount balance remains it is recognised asrevenue in the statement of financial performance.


Notes to the Financial Statements (cont’d)FOR THE YEAR ENDED 30 JUNE 2004


GoodwillOn acquisition of a controlled entity, the difference between the purchase consideration plus incidental expenses and thefair value of identifiable net assets acquired is initially brought to account as goodwill or discount on acquisition.

In establishing the fair value of the identifiable net assets acquired, a liability for restructuring costs is only recognised at thedate of acquisition where there is a demonstrable commitment and a detailed plan. The liability is only recognised wherethere is little or no discretion to avoid payments to other parties in settlement of costs of the restructuring and a reliableestimate of the amount of the liability as at the date of acquisition can be made.

Revisions in the estimated amount of restructuring costs which are recognised as a liability as at the date of acquisition areaccounted for by adjusting the amount of the liability and the amount of goodwill. These adjustments are made in thereporting period in which the revision in the estimate occurs. Consequential adjustments to reflect the cumulative effect ofrevisions on the amount of amortisation of goodwill are recognised in the Statement of Financial Performance in thereporting period in which the revision in estimate occurs.

Purchased goodwill is amortised on a straight line basis over the period during which the benefits are expected to arise.These periods have been individually assessed on an entity by entity basis and vary between 5 to 20 years from the date ofgaining control. The unamortised balance of goodwill is reviewed at each balance date and charged to profit and loss to theextent that applicable future benefits are no longer probable.

Restructuring costsLiabilities arising directly from undertaking a restructuring program, not in connection with the acquisition of an entity oroperations, are recognised when a detailed plan of the restructuring activity has been developed and implementation of therestructuring program as planned has commenced, by either entering into contracts to undertake the restructuring activitiesor making a detailed announcement such that affected parties are in no doubt the restructuring program will proceed.

Liabilities for the cost of restructuring entities or operations acquired are recognised as at the date of acquisition of an entityor operations, or part thereof, if the main features of the restructuring were planned and there was a demonstrablecommitment to the restructuring at the acquisition date, and this is supported by a detailed plan developed within threemonths of the acquisition, or prior to the completion of the financial report, if earlier.

Liabilities for employee termination benefits associated with restructuring relating to an acquisition are brought to accounton the basis described in the accounting policy note for employee benefits. Liabilities for costs of restructurings and related employee termination benefits are disclosed in aggregate where the restructuring occurs as a consequence of an acquisition.

Reversals of part or all of a provision for restructuring relating to an acquisition because the costs are no longer expected tobe incurred as planned, are adjusted against the goodwill or discount on acquisition. The adjusted carrying amounts ofgoodwill or non-monetary assets are amortised or depreciated from the date of the reversal.

Employee benefitsProvision has been made in the Statements of Financial Position for benefits accruing to employees in relation to annualleave, long service leave and workers compensation.

All on-costs, including payroll tax and workers’ compensation premiums are included in the determination of provisions.Annual leave and the current portion of long service leave are measured at their nominal amounts.

The non-current portion of the long service leave provision is measured at the present value of estimated future cash flows,discounted by the interest rate applicable to Commonwealth Government securities maturing in the period the liability isexpected to fall due.

Retirement benefitsContributory superannuation and pension plans exist to provide benefits for the consolidated entity’s employees and theirdependants on retirement, disability or death. The plans are accumulation plans. The employee sponsors contribute to theplans at varying rates of contribution depending on the employee classification. The contributions made to the funds byGroup entities are charged against profits (refer note 23a).

Defined benefit superannuation and pension plans are operated in Hong Kong and India only. Please refer to note 23(a) forfurther details.




Employee share and option ownership schemes

Certain employees are entitled to participate in share and option ownership schemes. The details of schemes are describedin note 21. No remuneration expense is recognised in respect of employee shares and options issued.

Termination benefitsLiabilities for termination benefits, not in connection with the acquisition of an entity or operation are recognised when adetailed plan for the terminations has been developed and a valid expectation has been raised in those employees affectedthat the terminations will be carried out. The liabilities for termination benefits are recognised in other creditors unless theamount or timing of the payments is uncertain, in which case they are recognised as provisions.

Liabilities for termination benefits relating to an acquired entity or operation that arise as a consequence of acquisition arerecognised as at the date of acquisition if, at or before the acquisition date, the main features of the terminations were plannedand a valid expectation had been raised in those employees affected that the terminations would be carried out and this issupported by a detailed plan developed within three months of the acquisition, or prior to the completion of the financial report,if earlier. These liabilities are disclosed in aggregate with other restructuring costs as a consequence of the acquisition.

Operating revenueSales RevenueSales revenue comprises registry and bureau revenue, sale of software licences and associated development, installationand maintenance fees (net of returns, discounts and allowances) and document processing services.

Registry and bureau revenue includes all revenue earned on the provision of regular services to customers, primarily fixedmonthly maintenance fees and transaction processing fees. Additionally, sales revenue includes all associated revenueearned from managing various client corporate actions, such as capital raisings, demutualisations and takeovers, whichoccur periodically. Revenue derived from both sources of sales revenue includes variable margin income earned onadministered funds, including Save As You Earn Schemes (refer note 29a).

In relation to the recognition of any profits and losses on the corporate actions which span reporting periods, where theycan be reliably measured, revenue and expenses arising from the project are recognised in the Statement of FinancialPerformance by reference to the stage of completion of the project as at balance date.

Software licence sales and associated development, installation and maintenance fees are recognised in accordance withwritten customer agreements so as to match revenue with expenses.

Document processing revenues include revenue from the provision of paper and electronic document needs for issuers,investors and corporations. This includes design, document composition and programming, through to various productionand distribution methods.

Plans and Analytics revenue is recognised to match the period in which services are performed.

Other RevenueOther revenue includes interest income on short-term deposits controlled by the consolidated entity, royalties and dividendsreceived from other persons.

Insurance RecoveriesThe consolidated entity recognises amounts receivable under its insurance policies, net of any relevant excess amounts,upon indemnity being acknowledged by the insurers.

Financial instruments included in equityOrdinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders.

Reset preference shares earn a preferential non-cumulative dividend fixed for the first five years of 5.5% per annum. Further details of terms and conditions of preference shares are detailed in note 19(a) to the financial statements.

Financial instruments included in liabilitiesLoans are recognised when issued at the amount of the net proceeds received, with any premium or discount on issueamortised over the period to maturity. Interest is recognised as an expense on an effective yield basis.




Financial instruments included in assetsTrade debtorsTrade debtors are initially recorded at the amount of the contracted sale proceeds. Provision for doubtful debts isrecognised to the extent that recovery of the outstanding receivable balance is considered less than likely. Any provisionestablished is based on a review of all outstanding amounts at balance date.

Bank deposits and loansBank deposits and loans are carried at cost. Interest revenue is recognised on an effective yield basis.

Other investmentsOther investments, including equity interests in non-subsidiary, non-associated corporations are included in investments at the lower of cost or recoverable amount. Dividend income is brought to account when received.

Hedge accountingThe consolidated entity applies the principles of hedge accounting as set out in the relevant Australian AccountingStandards and UIG pronouncements, using both interest rate and foreign currency swaps and options. To the extent thathedging instruments become ineffective as a hedge of the intended risk, and are required to be marked to market, all gainsand losses are recognised immediately in the Statement of Financial Performance.

CashFor the purposes of the Statements of Cash Flows, cash includes deposits at call with financial institutions and other highlyliquid investments with short periods to maturity which are readily convertible to cash on hand and are subject to aninsignificant risk of changes in value, net of outstanding bank overdrafts. Cash excludes Broker Client Deposits carried onthe Statement of Financial Performance that are recorded as other current financial assets.

Earnings per shareBasic earnings per shareBasic earnings per share is determined by dividing net profit after income tax attributable to members of the company,excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary sharesoutstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per shareDiluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and theweighted average number of shares assumed to have been issued for no consideration in relation to dilutive potentialordinary shares.

DividendProvision is made for the amount of any dividend declared, determined or publicly recommended by the directors on orbefore the end of the financial year but not distributed at balance date.

Change in accounting standardsThe new Australian Accounting Standard AASB 1046 Director and Executive Remuneration Disclosures by Disclosing Entitiesis applicable to the Group for the first time this financial year. Computershare is required to disclose the remuneration ofeach individually named director and specified executive, as well as the components of each individual’s remuneration. The components are classified under the main headings of primary, post-employment, equity compensation and otherbenefits. This is a disclosure standard only, therefore there is no impact on the reported results of the Group in the currentfinancial period. Note 25 includes full details of director and executive remuneration disclosures.




The adoption of International Financial Reporting Standards For reporting periods beginning on or after 1 January 2005, Computershare must comply with the Australian equivalents ofIFRS. This means that the Group will present interim financial statements for the six months ending 31 December 2005 andannual financial statements for the year ending 30 June 2006 under IFRS.

Entities complying with the Australian equivalent to IFRS for the first time will be required to restate their comparativefinancial statements to amounts reflecting the application of IFRS to that comparative period. Most adjustments to IFRS will be made, retrospectively, against opening retained earnings.

It is important to note, that whilst the adoption of IFRS will change the Group’s reported results, this does not represent a change in the strength of the underlying business.

Management of the transition to IFRSComputershare has established a project team to manage the transition to the Australian equivalents of IFRS. The projectteam is chaired by the Chief Financial Officer and reports to the risk and audit committee. The project team has prepared a detailed timetable for managing the transition and is currently on schedule.

Computershare is managing the transition to IFRS in three distinct phases:

– Analysis and planning

– Evaluation of the new financial reporting requirements and initial conversion; and

– Embedding IFRS into business as usual.

As at 30 June 2004 phase one has been completed and significant progress has been made in phase two.

Key milestones met include:

– A preliminary assessment to identify the key areas impacted by IFRS has been undertaken and provided to the Boardrisk and audit committee

– A high level project plan outlining each phase of the transition and establishing a global project team has beencompleted and provided to the Board risk and audit committee

– Project management tools, including strategies for communication, risk and issue management, the use of externaladvisors and the logistical implications of conversion have been established

– An analysis of all current Group accounting policies vis-à-vis IFRS requirements has been performed to identify potentialareas of change

– The mandatory and optional exemptions available under AASB 1 (First time adoption of IFRS) have been reviewed; and

– A detailed timeline has been agreed to address the technical accounting requirements of the four areas most impactedby IFRS: annual impairment testing of goodwill, financial instruments, share based payments and deferred tax assetsand liabilities.

Key differences in accounting policies expected to arise upon the adoption of IFRSThe most significant differences between current Computershare accounting policies and IFRS are summarised below. Both the AASB and the IASB have a number of on-going projects in place which may impact on the differences describedbelow and the impact on the future financial results of Computershare.

Annual impairment testing of goodwill– Current goodwill will no longer be amortised but subject to annual impairment testing. In accordance with the new

standard, this impairment testing will be based on the discounted cash flows of each cash generating unit within the Group.

– Under AASB 1 First Time Adoption of IFRS, it is likely that the carrying value of goodwill (being the original value lessaccumulated amortisation) as at 30 June 2004 will be carried forward indefinitely, subject to opening transitionaladjustments and annual impairment testing.

– The amortisation charge currently recorded in the financial results of Computershare will be eliminated.




Financial Instruments– The Group’s reset preference shares will be reclassified as debt under IFRS. On this basis the directors of the company

have resolved to cause the reset preference shares to be converted to ordinary shares in accordance with the resetpreference shares term of issue.

– In accordance with IFRS, all financial instruments will be recorded on the balance sheet.

– Computershare currently applies hedge accounting to all financial instruments and accordingly, these transactions arerecorded off balance sheet.

– Under IFRS the fair value of financial instruments which meet the hedge accounting criteria will be recorded in thebalance sheet, with changes in the fair value being taken to shareholders’ equity. There will be no impact on profit.

– Qualification for hedge accounting will be more strict than under current Australian accounting standards. The fair valueof financial instruments which do not satisfy the hedge criteria will also be recorded in the balance sheet, but changes in their fair value will be taken directly to the statements of financial performance.

– Based on a preliminary assessment of Computershare’s portfolio, most of the instruments entered into byComputershare are expected to qualify for hedge accounting under IFRS.

– In light of the significant complexity and on-going changes in relation to the new financial instruments accountingstandards, Computershare has adopted a policy of seeking IFRS sign off before proceeding with any financialinstruments.

Share based payments– Equity based compensation in the form of shares and options will be recognised as an expense in the period during

which the employee provides related services.

– Currently Computershare only recognises an expense for shares purchased on market.

Deferred tax assets and liabilities– Deferred tax will be calculated using the ‘balance sheet’ approach under IFRS. In addition, the criteria for the recognition

of a deferred tax asset is lower under IFRS, therefore the adoption of IFRS may result in the recognition of moredeferred tax assets and liabilities.

– Tax effect accounting will also follow the underlying transaction under IFRS. As a result, some tax effects may berecognised in equity.

The above should not be regarded as a complete list of changes in accounting policies that will result from the transition toAustralian equivalents to IFRS, as not all standards have been analysed as yet, and some decisions have not yet been madewhere choices of accounting policies are available. For these reasons it is not yet possible to quantify the impact of thetransition to Australian equivalents to IFRS on the consolidated Group’s financial position and reported results.



Consolidated Parent entity2004 2003 2004 2003$000 $000 $000 $000

2. OPERATING PROFIT

(a) Profit from ordinary activities is after crediting the following revenues:Revenue from operating activities

Sales revenueRendering of services 871,240 694,519 – –

Revenue from outside the operating activitiesNet foreign exchange gains (refer also to borrowing costs) 698 264 1,966 6,546 Decrease in underwriting liability to controlled entity following

novation of financial instruments – – – 8,044Gain on other financial instruments – 509 – 27Amortisation of discount on forward exchange contracts – 2,318 – –Dividends received from:

– other persons 210 16 – – – controlled entity – – 26,773 34,159

Interest received from:– other persons 3,469 3,584 243 148– controlled entities – – 1,045 6,739

Rent received and sub-lease rentals 1,178 3,940 – – Other fees received from controlled entities – – 26,417 9,366Gross proceeds from the sale of:

– Property, plant and equipment and investments 66,137 525 121 – – Non-current assets to controlled entities – – – 32

Other revenue items in total 3,501 2,922 58 24

Total other revenues 75,193 14,078 56,623 65,085

Total revenue from ordinary activities (excluding share of net profits of associates accounted for using the equity method)

946,433 708,597 56,623 65,085

Profit from ordinary activities is after charging the following expenses:Depreciation and amortisationDepreciation of property, plant and equipment 22,157 24,894 722 453 Amortisation of:

– Leased assets 4,478 1,193 275 514 – Leasehold improvements 3,342 2,905 7 16– Goodwill 33,494 31,263 – –– Other deferred expenses 1,003 482 248 223

Total depreciation and amortisation 64,474 60,737 1,252 1,206





Borrowing costsInterest paid:

– to other persons 7,271 6,921 – –– on finance leases 271 211 9 65– to controlled entities – – 937 705

Exchange (gain)/loss on foreign currency loans – – – –Loan facility fees 1,478 1,164 – 160

Total borrowing costs 9,020 8,296 946 930

Other operating expense itemsOperating lease rentals (i) 39,922 33,229 441 2,897Technology spending – research and development 41,100 38,600 – –Provision for/(reduction in) employee entitlements (78) 303 (253) (41)Net charge to provision for doubtful trade debts 151 518 – –Expense from sale of:

– Non current assets 53,169 936 65 –– Plant and equipment to controlled entity – – – 32

(Profit)/ loss on sale of non-current assets (9,922) 411 (392) –

(i) Operating lease rentals includes contingent rentals of $nil (2003: $786,589).

(b) Individually Significant ItemsIncluded in the consolidated statement of financial performance are the following significant items:

Profit from Ordinary ActivitiesSale of Computershare Limited’s premises in the UK (The Pavilions)

2004$000

Sale Proceeds 51,758Written down value (46,076)

Gain on Sale 5,682

Expenses$000

UK restructuring (4,967)Tax effect 1,490

(3,477)

In the year ended 30 June 2003 there was significant restructuring of the company’s global businesses. The impact onexpenses was $35.1 million of non-recurring costs, comprising $23.2 million in redundancies, $7.5 million in property write-offs, $3.0 million in restructuring costs and $1.4 million in asset write-offs.




3. INCOME TAXThe income tax expense for the financial year differs from the amount calculated on the profit. The differences are reconciled as follows:

Operating profit 110,657 29,462 33,746 50,076

Prima facie income tax expense thereon at 30% 33,197 8,839 10,123 15,023Tax effect of permanent differences:

– Amortisation of goodwill not deductible 6,697 5,418 – –– Research and development allowance (1,238) (1,692) – –– Non deductible provisions 570 194 1,020 –– Benefit of tax losses not brought to account 961 6,230 – –– Writeoff of deferred tax liability on sale of UK buildings (the Pavilions) (4,334) – – –– Tax free profit on sale of UK buildings (due to indexation allowance) (1,705) – – –– Non-assessable and rebatable dividends (6,577) (4,490) (8,031) (10,247)– Other (3,179) 2,050 (99) (118)

Prior year tax (over)/under provided 693 (1,971) 545 (42)Restatement of deferred tax balances due to income

tax rate changes – (404) – –Effect of different tax rates on overseas income 1,491 (1,845) – –Effect of change in tax rate other 435 – – –

Income tax expense on operating profit/(loss) 27,011 12,329 3,558 4,616before impact of tax consolidation

As at 30 June 2004, companies within the consolidated entity had estimated unconfirmed gross income tax losses of$127,715,983 (2003: $18,038,000) available for offset against future years’ taxable income. The benefit of these losses hasnot been brought to account as realisation is not virtually certain. The benefit for these tax losses 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 thedeductions for the losses to be realised;

(b) the companies continue to comply with the conditions for deductibility imposed by tax legislation; and

(c) no changes in the taxation legislation adversely affect the companies in realising the benefit from the deductions for the losses.





4. RETAINED PROFITS AND DIVIDENDS

Retained profitsRetained profits at the beginning of the financial year 128,366 133,781 61,279 37,490Adjustment resulting from change in accounting

policy for providing for dividends – 13,857 – 13,857Ordinary dividends provided for or paid (30,027) (27,278) (30,027) (27,278)Reset preference dividends provided for or paid (7,571) (8,250) (7,315) (8,25.0)Net profit/(loss) attributable to members of Computershare Limited 79,982 16,256 30,188 45,460

Retained profits at the end of the financial year 170,750 128,366 54,125 61,279

EquityTotal equity at the beginning of the financial year 588,407 655,748 533,393 546,426Adjustment resulting from change in accounting

policy for providing for dividends – 13,857 – 13,857Total changes in equity recognised in the

Statements of Financial Performance 70,090 (8,065) 30,188 45,460Transactions with owners as owners:

Contributed equity – ordinary shares, net of buy-backs 14,106 (36,812) 14,105 (36,812)Contributed equity – reset preference shares, net of buy-backs (32,762) (10) (32,762) (10)Dividends – ordinary shares (30,027) (27,278) (30,027) (27,278)Dividends – reset preference shares (7,571) (8,250) (7,315) (8,250)

Total changes in outside equity interests 2,624 (783) – –

Total equity at the reporting date 604,867 588,407 507,582 533,393

DividendsOrdinaryDividends paid during the financial year in

respect of the previous year – fully franked at 30% 13,530 13,861 13,530 13,861Dividends paid in respect of

the current financial year – fully franked at 30% 16,498 13,421 16,498 13,421

Reset PreferenceDividends paid during the financial year in

respect of the previous year – fully franked at 30% 676 4,137 676 4,137Dividends paid and proposed in respect of

the current financial year – fully franked at 30% 7,571 8,250 7,315 8,250For details of dividend entitlements on reset preference

shares refer to note 19(a)

Franked dividendsThe final franked dividends proposed in respect of the year ended

30 June 2004 will be franked out of existing franking credits.

Dividend franking accountFranking credits available for subsequent financial

years based on a tax rate of 30% 13,916 43,265 13,916 43,265

The above amounts represent the balance of the franking account as at the end of the financial year adjusted for:

(a) franking credits that will arise from the payment of the current tax liability(b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date(c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date; and(d) franking credits that may be prevented from being distributed in subsequent financial years.



Calculation of Calculation of Calculation of Calculation ofBasic EPS Diluted EPS Normalised Normalised

Basic EPS Diluted EPS$000 $000 $000 $000

5. EARNINGS PER SHARE

Year end 30 June 2004Earnings per share (cents per share) 13.30 cents 13.61 cents 12.89 cents 13.23 centsNet profit 83,646 83,646 83,646 83,646Outside equity interest (profit)/loss (3,664) (3,664) (3,664) (3,664)Exclusion of normalising equity transactions,

net of tax (refer note 2b):– UK restructuring and Pavilions – – (2,205) (2,205)

Dividends on reset preference shares (7,313) – (7,313) –

Net profit 72,669 79,982 70,464 77,777

Weighted average number of ordinary shares used as denominator in calculating basic earnings per share 546,570,016 546,570,016

Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share 587,684,215 587,684,215

Employee options on issue that are not dilutive and therefore not included in the calculation of diluted EPS are shown in thetable of employee options in note 19 and marked with (A)

Year end 30 June 2003Earnings per share (cents per share) 1.47 cents 2.60 cents 6.05 cents 6.57 cents

Net profit 17,133 17,133 17,133 17,133Outside equity interest (profit)/loss (877) (877) (877) (877)Exclusion of normalising equity transactions,net of tax:

– Redundancies – – 16,234 16,234– Property write-offs – – 4,980 4,980– Asset write-offs – – 1,092 1,092– Restructuring costs – – 2,586 2,586

Dividends on reset preference shares (8,250) – (8,250) –

Net profit 8,006 16,256 32,898 41,148

Weighted average number of ordinary shares used as denominator in calculating basic earnings per share 544,130,199 544,130,199

Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share 626,076,728 626,076,728

Employee options on issue that are not dilutive and therefore not included in the calculation of diluted EPS are shown in the table of employee options in note 19 and marked with (B)





6. RECEIVABLES

CurrentTrade debtors 138,252 99,734 291 –Trade debtors – controlled entities – – 19,398 1,285Tax related receivables – controlled entities – – 202 2,979

Total trade debtors 138,252 99,734 19,891 4,264Less: Provision for doubtful debts (4,759) (4,608) – –

Trade debtors, net 133,493 95,126 19,891 4,264Accrued revenue 37,199 32,445 – –Other non-trade amounts 8,854 2,676 3,629 376Interest receivable 2,073 1,973 – 497

181,619 132,220 23,520 5,137

Non-currentNon-trade amounts owing by controlled entities – – 153,980 244,551Non-trade amounts owing by associated entities – – – –Less: Provision for doubtful debts – – – –Foreign tax credits 1,598 1,049 1,519 1,049

1,598 1,049 155,499 245,600

7. OTHER FINANCIAL ASSETS

CurrentBroker client deposits (a) (refer note 14) 50,745 35,987 – –Unlisted shares in unrelated entities 199 666 – –

50,944 36,653 – –

(a) An overseas entity is a licensed deposit taker. As at year end this controlled entity has accepted deposits in its own name, and recorded these funds as other financial assets together with a corresponding liability. The deposits are insured through a local regulatory authority.

Non-currentInvestments:Shares in listed companies (a) 9,683 14,453 6,890 6,785Unlisted shares in unrelated entities, at cost 900 633 – –Unlisted shares in controlled entities, at cost – – 391,002 338,917Investments accounted for using the equity method 4,330 15,845 – –Other 353 – 16 –

15,266 30,931 397,908 345,702

(a) Market value of shares in unrelated listed companies 14,282 13,027 13,917 4,754

Included in the amount above is an 11% investment in E*Trade (ETR), which operates an internet brokerage business.Shares in ETR were written down at 30 June 2001. No further adjustment has been made to the carrying value of shares in listed companies during the year ended 30 June 2004 as directors believe there has been no further permanentdiminution in value.




8. INVENTORIESRaw materials and stores, at cost 3,515 3,323 – –Work in progress, at cost 3,478 581 – –

6,993 3,904 – –

9. OTHERCurrentPrepayments 19,595 11,152 209 396

19,595 11,152 209 396

10. PROPERTY, PLANT AND EQUIPMENT

Land – at cost (a)

Opening balance 11,784 12,756 900 900Disposals (8,785) – – –Currency translation differences (22) (972) – –

Closing balance 2,977 11,784 900 900

Buildings, freehold – at cost (a)

Opening balance 50,525 53,982 2,200 2,200Additions 163 863 3 –Disposals (42,012) – – –Transfers (831) – – –Currency translation differences (468) (4,320) – –

Closing balance 7,377 50,525 2,203 2,200

Buildings, leasehold – at cost (a)

Opening balance 6,315 6,472 – –Additions 351 370 – –Transfers 87 – – –Currency translation differences 395 (527) – –

Closing balance 7,148 6,315 – –

Accumulated depreciationOpening balance 7,535 5,835 668 580Depreciation for the year 1,244 2,325 88 88Disposals (3,524) – – –Transfers (29) – – –Currency translation differences 213 (625) – –

Closing balance 5,439 7,535 756 668

Net book value of land and buildings 12,063 61,089 2,347 2,432





Plant and Equipment – at costOpening balance 110,065 98,621 1,007 675Acquisitions through subsidiaries and

businesses acquired 2,329 7,404 – –Additions 14,759 12,189 – 332Disposals (985) (3,031) (73) –Transfers 863 (869) – –Currency translation differences 1,748 (4,249) – –

Closing balance 128,779 110,065 934 1,007

Accumulated depreciation

Opening balance 70,583 57,801 501 283Depreciation for the year 17,221 18,702 281 218Disposals (855) (2,318) (31) –Transfers 596 (700) – –Currency translation differences 1,695 (2,902) – –

Closing balance 89,240 70,583 751 501

Net book value of plant and equipment 39,539 39,482 183 506

Fixtures and fittings – at cost Opening balance 23,956 25,534 1,349 1,340Acquisitions through subsidiaries and

businesses acquired 1,378 – – –Additions 3,148 972 – 9Disposals (3,197) (618) – –Transfers 776 (672) – –Currency translation differences 405 (1,260) – –

Closing balance 26,466 23,956 1,349 1,349

Accumulated depreciationOpening balance 10,739 8,263 878 734Depreciation for the year 3,627 3,789 348 144Disposals (2,774) (382) – –Transfers 761 (265) – –Currency translation differences 389 (666) – –

Closing balance 12,742 10,739 1,226 878

Net book value of fixtures and fittings 13,724 13,217 123 471

Motor vehicles – at costOpening balance 666 679 75 46Acquisitions through subsidiaries and businesses acquired 25 – – –Additions 41 36 – 29Disposals (144) – – –Currency translation differences 7 (49) – –

Closing balance 595 666 75 75




10. PROPERTY, PLANT AND EQUIPMENT (cont’d)

Accumulated depreciationOpening balance 460 425 44 41Depreciation for the year 65 78 5 3Disposals (128) – – –Currency translation differences 3 (43) – –


Net book value of motor vehicles 195 206 26 31

Leased plant and equipment – at costOpening balance 8,968 7,245 2,706 3,025Acquisitions through subsidiaries and

businesses acquired 11,248 – – –Additions 2,119 759 – –Disposals (2,851) – (2,706) (32)Transfers 1,541 – –Transfer to owned assets on expiry of lease (895) (287) – (287)Currency translation differences 1,237 (290) – –

Closing balance 19,826 8,968 – 2,706

Accumulated amortisationOpening balance 5,267 3,445 2,078 1,852Amortisation for the year 4,478 1,193 275 513Disposals (2,415) (2,353)Transfers 965 – –Transfer to owned assets on expiry of lease (169) (287) – (287)Currency translation differences 1,036 (49) – –

Closing balance 8,197 5,267 – 2,078

Net book value of leased plant and equipment 11,629 3,701 – 628

Leasehold improvements – at cost Opening balance 21,572 21,208 105 105Acquisitions through subsidiaries and

businesses acquired 2,105 – – –Additions 797 2,743 – –Disposals (96) (401) – –Currency translation differences 121 (1,978) – –

Closing balance 24,499 21,572 105 105

Accumulated amortisationOpening balance 5,648 3,770 79 63

Amortisation for the year 3,342 2,905 7 16Disposals 13 (209) – –Currency translation differences 259 (818) – –

Closing balance 9,262 5,648 86 79

Net book value of leasehold improvements 15,237 15,924 19 26

Total property, plant and equipment 92,387 133,619 2,698 4,094

(a) The directors consider that on an existing use basis at 30 June 2004 the current market value of land and buildings is not materially different, in the context of the financial statements, to the cost as presented above.





11. TAX ASSETS

CurrentRefunds receivable 3,493 941 2,093 –

3,493 941 2,093 –

Non-currentFuture income tax benefit

– Attributable to carry forward tax losses 13,668 13,854 – –– Attributable to timing differences 7,250 33,321 1,632 10,579

20,918 47,175 1,632 10,579

12. INTANGIBLES – GOODWILLGoodwill – at cost 833,599 532,359 – –Less: Accumulated amortisation (134,696) (100,857) – –

698,903 431,502 – –

13. OTHEROther (including pension asset – Hong Kong) 4,874 4,432 – 144

4,874 4,432 – 144

14. PAYABLES

CurrentTrade creditors – unsecured 19,628 5,711 303 131 Trade creditors – intercompany – – 2,518 2,048Tax related payables – intercompany – – – 3,369GST/VAT payable 4,523 5,434 – –Employee entitlements (refer note 21) 9,253 9,152 211 410Other loans – unsecured, non-interest bearing 1,172 1,000 – 1,000 Broker client deposits (refer note 7) 50,745 35,987 – –Other creditors and accruals 118,422 53,760 1,117 781

203,743 111,044 4,149 7,739

Non-currentOther creditors 331 – – –

331 – – –




15. INTEREST BEARING LIABILITIES

CurrentBank loans (iii) 1,452 2,747 – –Revolving multi-currency facility (i) 91,197 – – –Lease Liability – secured (note 23b), (ii) 6,175 2,817 – 598Other – – 367 –

98,824 5,564 367 598

Non-currentBank loans (iii) 529 2,357 – –Revolving multi-currency facility (i) 208,295 129,793 – – Loans from controlled entities – unsecured – – 65,301 62,678Lease liability – secured (note 23b), (ii) 4,427 773 – –

213,251 132,923 65,301 62,678

(i) The consolidated entity maintains two revolving multi-currency facilities. The first revolving multi-currency facility is for $180,000,000 and reduces to $60,000,000 on 30 June 2005. This facility was drawn to Australian dollarequivalent of $151,197,765 at 30 June 2004. The second revolving multi-currency facility is $180,000,000and terminates on 3 July 2006. This facility was drawn to Australian dollar equivalent of $148,295,149 at 30 June 2004. These facilities are subject to negative pledge agreements which impose certain covenants upon the consolidated entity.

(ii) The lease liability is secured directly against the assets to which the leases relate.

(iii) In the prior year, bank loans were drawn by Computershare Services (SA) (Pty) Ltd. This loan has been fully repaid in thecurrent year. Bank loans represent borrowings by Pepper Technologies AG and these have been repaid in full subsequentto year end.

(iv) The consolidated entity maintains bank overdraft facilities of $1,577,000. These facilities were drawn down to$1,114,000 at 30 June 2004.

(v) The consolidated entity maintains an uncommitted facility of $70,755,000 at 30 June 2004. The uncommitted facility hasbeen arranged to enable the consolidated entity to offer deferred financing of options as part of the employee plansbusiness in the UK. Last year the facility was $66,898,000.





16. TAX LIABILITIES

CurrentProvision for income tax 2,341 5,876 – 9,769

2,341 5,876 – 9,769

Non-currentProvision for deferred income tax on timing differences 9,427 15,568 220 114

9,427 15,568 220 114

17. PROVISIONS

CurrentDividend – reset preference shares 535 678 535 678Loss on early termination of lease 688 3,237 – –Future services 3,037 3,253 – –Restructuring 18,897 11,814 – –Other 9,410 5,305 6,000 –

32,567 24,287 6,535 678

MOVEMENT IN PROVISIONS Movements in each class of current provision during the financial year, other than employee benefits, are set out below.

Dividend – Restructuring Loss on early Future OtherReset termination Services

preference of leaseshares

$000 $000 $000 $000 $000

CONSOLIDATED – 2004Carrying amount at start of year 678 11,814 3,237 3,253 5,305Additional provisions recognised (a) 7,312 24,967 217 1,350 9,298Payments/other sacrifices of economic benefits (7,455) (18,396) (2,285) – (1,601)Reversals – – (372) (1,741) (4,127)

Exchange rate impacts on opening balance – 512 (109) 175 535

Carrying amount at end of year 535 18,897 688 3,037 9,410

(a) The additional restructuring provision recognised during 2004 relates to the provision for restructuring costs associatedwith the acquisitions of the Georgeson Shareholder Communications Group and Transcentive Inc.

PARENT ENTITY – 2004Carrying amount at start of year 678 – – – –Additional provisions recognised 7,312 – – – 7,601Payments/other sacrifices of economic benefits (7,455) – – – (1,601)

Carrying amount at end of year 535 – – – 6,000



17. PROVISIONS (cont’d)


Non-CurrentEmployee entitlements (refer note 21) 4,998 5,177 236 290Other 1,894 – – –

6,892 5,177 236 290

MOVEMENT IN PROVISIONS Movements in each class of non-current provision during the financial year, other than employee benefits, are set out below.

Other$000

CONSOLIDATED – 2004Carrying amount at start of year –Additional provisions recognised 1,894Payments/other sacrifices of economic benefits –Reversals –Exchange rate impacts on opening balance –

Carrying amount at end of year 1,894


18. OTHER LIABILITIES

CurrentDeferred settlement on acquisition of entity 11,715 2,569 – –

11,715 2,569 – –

Non-CurrentLease inducements (a) 3,127 2,991 – –

3,127 2,991 – –

(a) Lease inducements represent cash payments received as an allowance for leasehold improvements made to the premises. This receipt is being accounted for as a reduction in the rental expenses over the term of the lease.





19. CONTRIBUTED EQUITY

Ordinary shares (b) 338,987 324,881 338,480 324,375Reset preference shares (a) 114,432 147,195 114,432 147,195

Total contributed equity (b) 453,419 472,076 452,912 471,570

(a) Reset preference shares represent 1,184,807 (2003: 1,500,000) fully paid shares of $100. 750,000 reset preferenceshares were offered during November 2001 pursuant to an institutional placement. A further 750,000 reset preferenceshares were offered to the public pursuant to a prospectus dated 15 November 2001.

The shares earn a preferential non-cumulative dividend fixed for the first five years of 5.5% per annum payable semi-annually in arrears, usually on 31 May and 30 November. The first dividend was paid on 31 May 2002.

The dividend may be increased or decreased on reset dates. Payment of dividends is at the discretion of directors and issubject to there being sufficient profits of Computershare out of which Computershare is lawfully able to pay dividends. The dividend rate assumes full franking. If a dividend is unfranked or partially franked, the dividend will be increased tocompensate for the unfranked amount. If there is a change in the corporate tax rate, the dividend will be adjusted to reflect this.

Computershare may convert the preference shares early in the case of a takeover or tax or regulatory event. A holder may convert at the minimum conversion number prior to a reset date by providing 30 business days notice. In this event no dividend is payable in respect of the converting preference shares. Following a decision by the directors of the company to cause the reset preference shares to be converted to ordinary shares on 30 September 2004, a reset preference sharedividend of $1.8384 per share franked at 30% in respect of the period 1 June 2004 to 30 September 2004 will be paid on 30 September 2004.

Dividends on reset preference shares will be paid in priority to any dividends declared on ordinary shares. In a winding up,reset preference shares will rank for repayment of capital behind all creditors of Computershare but ahead of ordinaryshares. Computershare reserves the right in the future to issue additional reset preference shares or other securities rankingequally with the reset preference shares.

Prior to conversion of reset preference shares, unless the directors otherwise determine in their discretion, holders do not have a right to participate in issues of securities, or capital reconstructions affecting holders of ordinary shares.However, the minimum and maximum numbers of ordinary shares to be issued on conversion will be adjusted for rightsissues, off-market buy-backs, capital distributions, bonus issues and capital reconstructions where appropriate.

The reset preference shareholders have no right to vote at general meetings except in limited circumstances.

(b) During the year ended 30 June 2000 Computershare Limited increased its investment in the CDS Group from 20% to50.02% by the payment of cash and issue of Computershare Limited equity to ACN 088 820 633 Pty Ltd (the parent entityof the CDS Group). The shares were subsequently sold by the CDS Group at a profit. On consolidation this profit waseliminated and transferred to share capital and the outside equity interest leading to the difference in the share capital ofthe parent entity and that of the consolidated entity.



19. CONTRIBUTED EQUITY (cont’d)


Movements in ordinary shares for the last two yearsOpening balance: 540,340,727 ordinary shares

(1 July 2002: 554,278,613) 324,881 361,693 324,375 361,187

Issued during the year Number Price

Date of shares per share

As a result of the exercise of employee options:July 2002 48,000 $0.9830 – 47 – 47August 2002 120,000 $0.4780 – 57 – 57September 2002 24,000 $0.9830 – 24 – 24September 2002 95,000 $1.7580 – 167 – 167September 2002 400,000 $0.9030 – 361 – 361October 2002 10,000 $0.9830 – 10 – 10December 2002 265,000 $0.9830 – 260 – 260December 2002 50,000 $1.7580 – 88 – 88January 2003 49,000 $0.9830 – 48 – 48April 2003 40,000 $1.3930 – 56 – 56June 2003 80,000 $1.4380 – 115 – 115June 2003 120,000 $1.3680 – 164 – 164June 2003 80,000 $1.7580 – 141 – 141July 2003 48,000 $1.3700 67 – 67 –July 2003 120,000 $1.3700 164 – 164 –August 2003 60,000 $1.3930 84 – 84 –September 2003 72,000 $1.76 127 – 127 –September 2003 130,000 $1.76 229 – 229 –September 2003 20,000 $2.2300 45 – 45 –October 2003 10,000 $2.2300 22 – 22 –October 2003 20,000 $1.7600 35 – 35 –October 2003 3,000 $1.7600 5 – 5 –October 2003 20,000 $1.7600 35 – 35 –December 2003 42,000 $2.2300 94 – 94 –April 2004 10,000 $2.7700 28 – 28 –

As a result of purchases under the employee share plan:June 2002 832,502 $ – – – – –December 2003 1,500,000 $ – – – – –June 2004 426,546 $ – – – – –

Other issues:Exercise of options issued to CitiGroup:August 2003 548,271 $ – – – – –

Issued as part of the consideration paid for acquisitions:December 2003 7,000,000 $3.1800 22,260 – 22,260 –March 2003 2,137,083 $3.3000 7,052 – 7,052 –




Consolidated Parent entityNumber Price 2004 2003 2004 2003

Date of shares per share $000 $000 $000 $000

Existing shares allocated as part of consideration paid for acquisitions:December 2003 – $3.1800 136 – 136 –February 2004 – $3.3550 335 – 335 –March 2004 – $3.3000 3,177 – 3,177 –June 2004 – $3.2240 322 – 322 –

Monies not received until shortly after balance date:30 June 2003 3,391,114 $ – – – – –

Share buy-back Between 11 September 2002 and 21 February 2003 the company bought back 18,710,000 ordinary shares at an average cost per share of $2.05. The shares bought back represent 3.38% of issued ordinary shares at the date of the buy-back announcement. (38,350) (38,350)

Between 10 June and 30 June 2004 the company bought back 6,262,524 ordinary shares at an average cost of $3.21. The shares bought back represent 1.13% of issued ordinary shares at the date of the buy-back announcement. Of these shares, 512,524 did not settle until after the balance sheet date. (20,103) – (20,103) –

Transaction costs incurred in relation to the share buy-back (8) – (8) –

Closing balance: 546,757,627 ordinary shares 338,987 324,881 338,481 324,375(30 June 2003: 540,340,727)

Movements in preference shares for the last two yearsOpening balance: 1,500,000 shares(1 July 2002: 1,500,000) 147,195 147,195 147,195 147,195

Issued during the year Number Price

Date of shares per share

As a result of the preference share buy-back:January 2004 (12,357) $101.23 (1,253) – (1,253) –February 2004 (133,171) $103.02 (13,829) – (13,829) –March 2004 (38,590) $103.62 (4,000) – (4,000) –April 2004 (90,539) $104.20 (9,430) – (9,430) –May 2004 (21,285) $105.16 (2,240) – (2,240) –June 2004 (19,251) $102.41 (1,975) – (1,975) –

Transaction costs incurred in relation to the share buy-back (36) – (36) –

Closing balance: 1,184,807 preference shares 114,432 147,195 114,432 147,195(30 June 2003: 1,500,000)




Preference share buy-backOn 19 December 2003 Computershare announced its intention to buy-back up to 17% (250,000) of the reset preferenceshares. This buy-back commenced in 5 January 2004 as part the Group’s of on-going capital management. On 19 March2004 Computershare announced a change relating to this buy-back in that the maximum number of shares thatComputershare intended to buy-back was increased to 750,000.

Between 5 January 2004 and 30 June 2004 the company bought back 315,193 preference shares at an average cost pershare of $103.83 with prices ranging from $100.40 to $105.53. The shares bought back represent 21% of issued preferenceshares at the date of the balance sheet date. The total cost of $32,763,243, including transaction costs, was deducted frompreference shareholder equity.

Between 1 July 2004 and 13 September 2004 the company bought back 183,478 preference shares at an average cost pershare of $103.71. The shares bought back represent 15% of issued preference shares at the balance sheet date.

Following a decision by the directors of the company to cause the reset preference shares to be converted to ordinaryshares on 30 September, a reset preference share dividend of $1.8384 per share franked at 30% in respect of the period 1 June 2004 to 30 September 2004 will be paid on 30 September 2004.

Ordinary share buy-backOn 26 May 2004 Computershare announced its intention to buy back up to 27,500,000 ordinary shares commencing 10 June 2004 as part of on-going capital management. Between 1 July 2004 and 13 September 2004 the company boughtback 9,707,476 ordinary shares at an average cost per share of $3.16. The shares bought back represent 1.78% of issuedordinary shares at the balance sheet date.




Options over ordinary sharesEmployee optionsComputershare Limited has issued the following options over ordinary shares to eligible employees. The options are generally exercisable 3 years after the date granted or earlier in the case of the employee’s death or retirement. The options expire 59 months after the date issued. Each option entitles the holder to 1 ordinary share upon exercise.

Number Number Number Number NumberExercise On Issue Issued Exercised Cancelled On Issue

Issue Date Expiry Date Price 30/06/03 This year This year This year 30/06/04

09 Sep 1998 08 Aug 2003 $1.368 168,000 – (168,000) – –14 Sep 1998 13 Aug 2003 $1.393 72,000 – (60,000) (12,000) –16 Nov 1998 15 Oct 2003 $1.758 245,000 – (245,000) – –01 Feb 1999 31 Dec 2003 $2.233 72,000 – (72,000) – – B26 Apr 1999 25 Mar 2004 $3.083 773,188 – – (773,188) – B01 Jul 1999 30 May 2004 $3.500 122,000 – – (122,000) – B01 Jul 1999 30 May 2004 $4.420 132,000 – – (132,000) – B01 Jul 1999 30 May 2004 $4.500 200,000 – – (200,000) – B10 Dec 1999 09 Nov 2004 $6.650 80,000 – – (80,000) – B11 Feb 2000 10 Jan 2005 $6.830 3,208,750 – – (271,700) 2,937,050 A, B07 Apr 2000 06 Mar 2005 $7.100 904,000 – – (41,000) 863,000 A, B09 Jun 2000 08 May 2005 $6.910 119,250 – – (3,000) 116,250 A, B12 Jun 2000 11 Jun 2005 $6.910 30,000 – – (30,000) – B02 Jul 2000 01 Jun 2005 $7.950 36,000 – – (15,000) 21,000 A, B01 Aug 2000 01 Jul 2005 $7.920 20,000 – – – 20,000 A, B15 Aug 2000 14 Jul 2005 $7.850 279,000 – – (55,000) 224,000 A, B08 Sep 2000 07 Aug 2005 $8.000 1,030,500 – – (55,000) 975,500 A, B15 Dec 2000 14 Nov 2005 $8.000 67,000 – – (32,000) 35,000 A, B25 Sep 2000 24 Aug 2005 $7.970 99,000 – – – 99,000 A, B29 Dec 2000 28 Nov 2005 $9.186 68,200 – – – 68,200 A, B21 Feb 2001 20 Jan 2006 $5.820 42,653 – – (28,700) 13,953 A, B26 Feb 2001 25 Jan 2006 $7.400 58,000 – – – 58,000 A, B27 Apr 2001 26 Mar 2006 $6.690 22,000 – – (4,000) 18,000 A, B01 Jul 2001 31 May 2006 $7.350 467,000 – – – 467,000 A, B01 Jul 2001 31 May 2006 $5.950 995,500 – – (93,000) 902,500 A, B02 Jul 2001 01 Jun 2006 $5.940 93,500 – – (1,000) 92,500 A, B02 Jul 2001 01 Jun 2006 $7.350 84,000 – – (10,000) 74,000 A, B02 Jul 2001 01 Jun 2006 $5.950 3,431,000 – – (340,250) 3,090,750 A, B31 Jul 2001 30 Jun 2006 $6.150 51,250 – – (7,000) 44,250 A, B06 Mar 2002 05 Feb 2007 $2.770 1,984,100 – – (113,000) 1,871,100 B06 Mar 2002 05 Feb 2007 $2.520 110,000 – – (50,000) 60,000 B10 Apr 2002 09 Mar 2007 $2.520 182,000 – – (24,000) 158,000 B27 May 2002 26 Apr 2007 $2.550 100,000 – – – 100,000 B

Total 15,346,891 – (545,000) (2,492,838) 12,309,053

Options in the above table that were not included in potential ordinary shares for the purposes of the 30 June 2004 dilutedearnings per share, are marked with an ‘A’ in the table above.

Options in the above table that were not included in potential ordinary shares for the purposes of the 30 June 2003 dilutedearnings per share, are marked with a ‘B’ in the table above.

The market price of shares under option at 30 June 2004 was $3.18 (2003: $1.87)

No options have been issued since year end.




The following options have been cancelled after year end and before the date of this report:

Number Exercise of options

Exercise date Price cancelled

5 July 2004 $ 7.10 133,750 5 July 2004 $ 6.91 3,0005 July 2004 $ 8.00 3,5005 July 2004 $ 5.95 35,0005 July 2004 $ 6.15 4,7505 July 2004 $ 2.77 8,0005 July 2004 $ 2.52 14,0003 August 2004 $ 8.00 1,0003 August 2004 $ 5.95 7,0003 August 2004 $ 5.95 11,0001 September 2004 $ 5.95 3,0001 September 2004 $ 5.95 8,000

Cancellation of options have resulted from employee resignations.There are no unissued shares under option as at the date of this report, other than those referred to above.

Citibank optionsOn 28 August 2002, Computershare provided CitiGroup Global Investments with options over 12,081,633 unissued ordinaryshares at an exercise price of $1.83, in connection with the strategic alliance formed on that date. On 19 August 2003 thecompany issued 548,271 ordinary shares to CitiGroup in consideration of the release of the company’s obligation to issueup to 10,581,633 shares for $1.83 per share on the exercise of 10,581,633 of the above mentioned options. As at 30 June2004, 1,500,000 options remain over 1,500,000 unissued ordinary shares at an exercise price of $1.83.


20. RESERVESCapital redemption reserve 3 3 3 3Asset revaluation reserve 542 542 542 542Foreign currency translation reserve (28,344) (18,452) – –

(27,799) (17,907) 545 545

Movement during the yearAsset revaluation reserveOpening balance 542 542 542 542


Foreign currency translation reserveOpening balance (18,452) 5,869 – –Translation of overseas subsidiaries (a) (9,892) (24,321) – –

Closing balance (28,344) (18,452) – –

(a) This amount is the net gains and losses on hedged transactions and intercompany loans after adjusting for relatedincome tax effects.




21. EMPLOYEE BENEFITS(a) Employee share and option schemeComputershare Limited offers options over ordinary shares to eligible employees at the absolute discretion of the Board.Options are generally exercisable three years after the date granted or earlier in the case of special circumstances such asthe employee’s death or retirement. The exercise price of the option is set at an amount equal to the market value of theshares at the date of option grant. Please refer to note 19 for a summary of options granted, exercised and issued toemployees during the current financial year.

During the year ended 30 June 2001 the company introduced an Exempt Employee Share Plan. The Plan givesComputershare employees the opportunity to acquire shares in Computershare Limited. Each year, participating employeescan make contributions from their pre-tax salary to acquire $500 worth of shares in the company. Such employeecontributions are matched by the company with an additional $500 worth of shares being acquired for each participatingemployee. All permanent employees in Australia with at least 3 months service are entitled to participate in this Plan.

During the year ended 30 June 2002 the plan was amended to enable Computershare to match dollar for dollar anyemployee pre-tax contributions to a maximum of $3,000 per employee. Shares purchased and funded by employee pre-taxsalary must remain in the plan for a minimum of 1 year. Matching company funded shares must be kept in the plan for aminimum of 2 years or they will be forfeited. All permanent employees in Australia with at least 3 months service areentitled to participate in this Plan. A derivative of this Plan has been made available to employees in New Zealand, theUnited Kingdom, Ireland, Canada and the United States of America.

Subject to the discretion of the Board, shares in the company may also be allocated to selected employees in accordancewith an employee share plan on a discretionary basis having regard to special circumstances as determined by theremuneration committee. Such shares may be subject to vesting and performance criteria as determined by the Board orthe remuneration committee.

Ordinary shares Options2004 2003 2004 2003$000 $000 $000 $000

Total number allocated to employees during thecurrent financial year 10,119,516 4,739,670 - -

Total number allocated to employees sincecommencement of the scheme 15,843,750 5,724,234 41,540,427 41,540,427

Total number of employees eligible to participate in the scheme 4,645 4,007 7,995 5,029Proceeds received and receivable from share issues or

option conversions during the year ($000) – – 934 1,539Fair value of shares issued through the employee share

plan ($000) (i) 32,230 7,025 – –

(i) Fair value for newly issued shares is determined by the closing price at the end of the day’s trading on the AustralianStock Exchange and includes employee shares issued as a result of acquisition activity in the current year.

Purchase entitlements not taken up by employees are forfeited. Accordingly no shares or options remain available atbalance date for purchase.


(b) Employee benefits recognisedAggregate employee entitlement liability

(Refer note 17 and note 14) 20,251 14,329 447 700

(c) Number of employees The number of full time equivalent employees as at the end of the financial year was 7,995 (2003: 5,029).



22. FOREIGN CURRENCY EXPOSUREConsolidated Parent entity

2004 2003 2004 2003$000 $000 $000 $000

Current assetsAmounts receivable in foreign currency which are not

effectively hedged:– Canadian Dollars – 29,368 7,337 1,302– Euros 11,385 3,459 – –– Hong Kong Dollars 8,430 5,276 203 –– New Zealand Dollars 1,737 1,633 – –– Philippines Peso – 46 – –– Pounds Sterling – 35,904 9,501 –– South African Rand 6,234 6,104 2,262 –– United States Dollars 22,085 21,958 – 402– Singapore Dollars 72 – – –

Current liabilitiesAmounts payable in foreign currency which are not

effectively hedged:– Canadian Dollars 37,159 – – –– Philippines Peso 215 93 – –– Pounds Sterling 19,882 25,178 – –– South African Rand – 4,222 – –– United States Dollars – – 2,385 2,030– Indian Rupees 249 – – –

Non-current assetsAmounts receivable in foreign currency which are

not effectively hedged:– Canadian Dollars – 617 – –– Hong Kong Dollars – – 1,846 3,634– Euros 14 – – –– New Zealand Dollars 1,805 – – 1,077– Philippines Peso – – – 810– Pounds Sterling – – – 43,983– South African Rand – – – 1,353 – United States Dollars – 151 – –

Non-current liabilitiesAmounts payable in foreign currency which are

not effectively hedged:– Canadian Dollars 25,471 50,942 – –– Hong Kong Dollars – – 21,230 14,392– Euros – – 594 –– New Zealand Dollars – – 2,637 –– Pounds Sterling 35,377 45,837 13,099 –– South African Rand – 2,357 – –– United States Dollars 163,228 31,587 – –

The Australian dollar equivalents of foreign currency monetary items included in the Statement of Financial Positionheadings, to the extent that they are not effectively hedged, are set out above. These amounts include the payables andreceivables of foreign subsidiaries that are not effectively hedged by other foreign currency denominated items.




23. COMMITMENTS

a) Superannuation commitments

Defined Contribution FundsThe company and its controlled entities maintain defined contribution superannuation schemes which provide benefits to all employees upon their disability, retirement or death. Employee contributions to the funds are based upon variouspercentages of employees’ gross salaries as set out below:

Australian controlled entities contribute to defined contribution funds as follows:-Category 1 Management (employer contributions, voluntary employee contributions of at least 1%)Category 2 Staff (statutory employer contributions of 9%, voluntary employee contributions)Category 3 SGC Staff and casual and fixed term employees (statutory employer contributions,

voluntary employee contributions)

Foreign controlled entities contribute to the defined contribution funds as follows:United Kingdom entities – between 5% and 10% of employees gross salaries

United States entities – voluntary employee contributions with matching employer contribution up to 4% of employees’ base salaries

Canadian entities – between 2% and 7% of employees’ base salaries dependent upon years of service

South African entities – 12.25% of employees gross salaries

New Zealand entities – voluntary employee contributions with matching employer contribution up to 6% of employees’ base salaries

Hong Kong – between 5% and 10% of employees’ base salary dependent upon years of service

India – 12% of employees’ gross salaries

Defined Benefit FundsComputershare Hong Kong Investor Services Limited maintained a defined benefit superannuation scheme which providesbenefits to 117 (1 January 2001: 137) employees.

Actuarial assessments of the fund are made at no more than three yearly intervals. Information relating to the fund based on the latest actuarial assessment of the fund at 1 January 2004 and the financial report of the fund for the year ended 31 December 2003 is set out as follows:

Consolidated$000

Computershare Hong Kong Investor Services Limited –Staff Retirement PlanActuarial valuation of plan assets at 1 January 2004 17,358Actuarial valuation of aggregate past services liability

at 1 January 2004 14,682

Net surplus 2,676Actuarial valuation of vested liability at 1 January 2004 13,948



23. COMMITMENTS (cont’d)

Karvy Computershare Private Limited maintained a defined benefit superannuation scheme which provides benefits to 734 employees.

Actuarial valuation of plan assets is provided by the Life Insurance Corporation, which maintains the fund. The fundmanagers are not required to provide separate information on actuarial valuation of vested liability in India.

Consolidated$000

Karvy Computershare Private Limited –Staff Retirement PlanActuarial valuation of plan assets at 30 June 2004 201Actuarial valuation of aggregate past services liability

at 30 June 2004 (226)

Net deficit (25)Actuarial valuation of vested liability at 30 June 2004 226


(b) Finance lease commitmentsFinance lease commitments are payable as follows:

Not later than 1 year 5,328 1,767 – 617Later than 1 year but not later than 5 years 5,904 2,216 – –

Total commitments 11,232 3,983 – 617Less: Future finance charges

Not later than 1 year (432) (169) – (19)Later than 1 year but not later than 5 years (198) (224) – –

Total future finance charges (630) (393) – (19)

Net finance lease liability 10,602 3,590 – 598

Reconciled to:Current liability (note 15) 6,175 2,817 – 598Non-current liability (note 15) 4,427 773 – –

10,602 3,590 – 598

Finance leases are entered into as a means of funding the acquisition of minor items of plant and equipment. Rentalpayments are generally fixed. No leases have escalation clauses other than in the event of payment default. Some leases have purchase options. Where such options exist, they are exercisable at the residual price, which is expected toapproximate market prices. No lease arrangements create restrictions on other financing transactions, however the extent of outstanding finance lease obligations is included in the determination of other loan covenants.

(c) Operating lease commitmentsOperating lease rentals are payable as follows:Not later than 1 year 44,950 30,924 2,353 2,303

Later than 1 year but not later than 5 years 161,107 94,977 9,917 8,466Later than 5 years 74,984 64,433 881 3,790

281,041 190,334 13,151 14,559

Operating leases are entered into as a means of acquiring access to office facilities. Rental payments are generally fixed,but with inflation and/or market escalation clauses on which contingent rentals are determined. Operating leasecommitments in respect of the rental of various premises are subject to market review at various intervals. Certain leasesinclude an option to renew. No operating leases contain restrictions on financing or other leasing activities.




24. DETAILS OF CONTROLLED ENTITIES The financial years of all controlled entities is 30 June except for Computershare Canada Inc and its subsidiaries;Computershare Hong Kong Investor Services Limited and its subsidiary; Pepper Technology AG and its subsidiaries;Transcentive Inc. and Computershare GmbH is the same as that of the parent entity. Canadian entities, Hong Kong entities,Pepper Technology AG entities, Transcentive Inc. and Computershare GmbH currently have a 31 December year end.

The consolidated financial statements as at 30 June 2004 include the following controlled entities:

Percentage of shares held

Name of controlled entity Place of incorporation 30/06/2004 30/06/2003

% %

Computershare Limited Australia (2) – –ACN 080 903 957 Pty Ltd Australia (2) 100 100ACN 082 103 295 Pty Ltd Australia (7) – 100ACN 082 134 503 Pty Ltd Australia (7) – 100ACN 088 820 633 Pty Ltd Australia (7) – 100CDS International Limited Australia (4) 100 100Computershare Document Services Limited Australia (4) 100 100Global eDelivery Group Pty Ltd (previously known asACN 082 284 875 Pty Ltd and TPG) Australia (1) 100 –ACN 081 035 752 Pty Ltd Australia (2) 100 100Computershare Technology Services (Philippines) Inc

(prev. Computershare Systems (Philippines) Inc Philippines (1) 100 100Karvy Computershare Private Limited India (1)(10) 50 –Computershare Hong Kong Investor Services Limited Hong Kong (1) 76 76Hong Kong Registrars Limited Hong Kong (1) 76 76Computershare Finance Company Pty Ltd Australia (4) 100 100Computershare US General Partnership United States

of America (1) 100 –Georgeson Shareholder Communications Inc. United States

of America (1) 100 –Georgeson Shareholder Communications Canada Inc. Canada (1) 100 –GSC Shareholder Services Inc. Canada (1)Georgeson Shareholder Communications Ltd (UK) United Kingdom (1) 100 –Georgeson Shareholder Communications

(France) SAS France (1) 100 –Georgeson Shareholder Communications

South Africa Pty Ltd South Africa (1) 60 –GSC Registrars (Pty) Ltd South Africa (1) 60 –GS Nominees (Pty) Ltd South Africa (1) 60 –Georgeson Shareholder Securities Limited (UK) United Kingdom (1) 100 –Shareholder Investments Research Ltd (UK) United Kingdom (1) 100 –Shareholder Investments Research (#1) Ltd (UK) United Kingdom (1) 100 –Shareholder Investments Research (#2) Ltd (UK) United Kingdom (1) 100 –Georgeson International Inc. United States

of America (1) 100 –Georgeson and Company Inc. United States

of America (1) 100 –GSC Proxitalia S.p.A Italy (1)(10) 46 –Proxitalia S.p.A Italy (1)(10) 46 –GS Proxiberica Si Italy (1)(10) 46 –Georgeson Shareholder Securities Corporation United States

of America (1) 100 –Georgeson Shareholder Communications Australia Pty Ltd Australia (1)(9) 100 –Source One Communications Australia Pty Ltd Australia (1)(9) 100 –Corporate Investors Communications Inc. United States

of America (1) 100 –



24. DETAILS OF CONTROLLED ENTITIES (cont’d)



% %

Source One Communications Inc. United States of America (1) 100 –

Source One Communications Asia Inc. (Philippines) Philippines (1) 57.5 –Source One Communications Limited (UK) United Kingdom (1) 100 –Alpine Fiduciary Services Inc. United States

of America (1) 100 –Georgeson Shareholder Asia Inc. (Philippines ROHQ) Philippines (1) 100 –Computershare Inc United States

of America (1) 100 100Computershare Technology Services Inc United States

of America (1) 100 100Computershare Trust Company of New York Inc United States

of America (1) 100 100Computershare Financial Services Inc United States

of America (1) 100 100Computershare Investor Services LLC United States

of America (1) 100 100Computershare Trust Company Inc United States

of Americaa (1) 100 100Computershare Analytics (North America) Inc United States

of America (1) 100 100Computershare Document Services Inc United States

of America (1) 100 100Computershare Securities Corporation Inc United States

of America (1) 100 100Transcentive Inc. United States

of America (1) 100 –Computershare Investments (UK) (No.2) Limited United Kingdom 100 100Computershare Canada Inc Canada (1) 100 100Computershare Trust Company of Canada Canada (1) 100 100Computershare Investor Services Inc Canada (1) 100 100Computershare Finance LLC United States

of America (1) 100 100ACN 005 273 647 Pty Ltd Australia (2)(6)(7) – 100Computershare Registry Services (PNG) Pty Ltd Papua New Guinea (1) 100 100Financial Markets Software Consultants Pty Ltd Australia (3) 100 100Computershare Analytics Pty Ltd Australia (4) 100 100Obadele Pty Ltd Australia (5) 100 100Computershare Clearing Pty Ltd Australia (2) 100 100Computershare Depositary Pty Ltd Australia (4) 100 100Computershare Technology Services Pty Ltd Australia (3) 100 100Registrars Holdings Pty Ltd Australia (2) 100 100Computershare Investor Services Pty Ltd Australia (2) 100 100CRS Custodian Pty Ltd Australia (3) 100 100Computershare Plan Managers Pty Ltd Australia (4) 100 100Computershare Plan Co Pty Ltd Australia (5) 100 100CIS Debt Securities Pty Ltd Australia (5) 100 100CPU Share Plans Pty Ltd Australia 100 100CIS (WA) Pty Ltd Australia (5)(6)(7) – –Global Register (Australia) Pty Ltd Australia (3)(6)(7) – –Sepon (Australia) Pty Ltd Australia (2) 100 100






% %

Computershare Limited United Kingdom (1) 100 100Computershare Investments (UK) Limited United Kingdom (1) 100 100Computershare GmbH (previously Deutsche Börse Germany (8) 100 49

Computershare GmbH)Pepper Technologies AG Germany (8) 100 26.7Computershare Pepper SRM GmbH Germany (8) 100 26.7Shares and More Verwaltungs GmbH Germany (8) 100 26.7iBrain Technology Group AG Germany (8) 100 26.7Computershare Pepper SRM Ltd United Kingdom (8) 100 26.7Pepper Technologies PTE.Ltd Singapore (8) 100 26.7ComputersharePepper SRM Australia Pty Ltd Australia (8) 100 26.7ComputersharePepper SRM North America UnitedStates

of America (8) 100 26.7Computershare Technology Services (UK) Ltd United Kingdom (1) 100 100Computershare Trustees Limited United Kingdom (1) 100 100Computershare Registry Services Limited United Kingdom (1) 100 100Citywatch Limited United Kingdom (1) 100 100Hlulumiti Limited United Kingdom (1) 100 100Computershare Analytics (UK) Limited United Kingdom (1) 100 100Computershare Analytics SARL France (1) 100 100Computershare Investor Services PLC United Kingdom (1) 100 100Shareholder Solutions Limited (prev. Exchange

Registrars Limited) United Kingdom (1) 100 100Computershare Document Services Limited United Kingdom (1) 100 100Computershare Company Nominees Limited Scotland (1) 100 100Computershare PEP Nominees Limited Scotland (1) 100 100Computershare Services Nominees Limited Scotland (1) 100 100Computershare Investments (UK) (No.3) Limited United Kingdom (1) 100 –Computershare South Africa (Pty) Ltd South Africa (1) 84.02 77.43Computershare Ltd South Africa (1) 84.02 77.43Computershare Nominees (Pty) Ltd South Africa (1) 84.02 77.43CTS Outsourcing Limited South Africa (1) 84.02 38.75Minu Investment Managers Ltd South Africa (1) 84.02 77.43Computershare Investor Services Limited South Africa (1) 84.02 77.43Computershare Management Services (Pty) Ltd South Africa (1) 84.02 77.43Computershare Plan Managers (Pty) Ltd South Africa (1) 84.02 77.43Computershare CSDP Nominees (Pty) Ltd South Africa (1) 84.02 77.43Computershare Custodial Nominees (Pty) Ltd South Africa (1) 84.02 77.43Computershare Shareholders Nominee (Pty) Ltd South Africa (1) 84.02 77.43Computershare Analytics (Pty) Ltd South Africa (1) 84.02 77.43Computershare Investor Services (Ireland) Ltd Ireland (1) 100 100Computershare Technology Services (Ireland) Ltd Ireland (1) 100 100Computershare Trustees (Ireland) Ltd Ireland (1) 100 100Computershare Systems (N.Z.) Ltd New Zealand (1) 100 100Computershare New Zealand Limited New Zealand (1) 100 100Computershare Investor Services Limited New Zealand (1) 100 100CIS (NZ) Limited New Zealand (7) – 100Computershare Services Ltd New Zealand (1) 100 100CRS Nominees Ltd New Zealand (1) 100 100Sharemart NZ Limited New Zealand (1) 100 100




(1) Controlled entities audited by other PricewaterhouseCoopers member firms. The USA and Ireland entities above are only audited for Group purposes.

(2) These wholly owned companies have entered into a deed of cross guarantee dated 20 July 1998 with ComputershareLimited which provides that all parties to the deed will guarantee to each creditor payment in full of any debt of eachcompany participating in the deed on winding-up of that company. As a result of a Class Order issued by the AustralianSecurities and Investments Commission, these companies are relieved from the requirement to prepare financial statements.

(3) These companies became parties to the deed of cross guarantee noted in (2) above on 29 June 1999.



(6) These companies ceased to be party to the deed of cross guarantee noted in (2) above on 29 April 2003.

(7) These companies were deregistered during the year ended 30 June 2004

(8) These companies were associated entities as at 30 June 2003.

(9) These companies became parties to the deed of cross guarantee noted in (2) on 29 June 2004.

(10) These companies are controlled entities as Computershare Limited has the capacity to control the casting of a majorityof the votes cast at a meeting of the board of directors, or the capacity to dominate decision making in relation to thefinancial and operating policies.

Acquisition of controlled entitiesThe following controlled entities were acquired by the consolidated entity at the date stated and their operating results havebeen included in the consolidated statement of financial performance since the respective dates of acquisition.

a) On 2 December 2003, the consolidated entity acquired 100% of Georgeson Shareholder Communications Inc. for totalconsideration of $189,562,837. A liability for the estimated costs of the restructuring of $16,640,976, consisting mainly ofcost of consolidation of operations, exits of lease obligations, redundancy payments and make good obligations, wasrecognised at the date of acquisition. Actual costs of $4,601,439 have been paid as at 30 June 2004.

Details of the acquisition are as follows:

$000

Fair value of identifiable net assets of controlled entity acquiredPlant and equipment 13,733Trade Debtors 30,357Cash 4,491Trade Creditors (36,753)Provision for restructuring (16,641)

Other assets and liabilities 3,411Interest bearing liabilities (10,870)

(12,272)Less: Outside equity interests (208)

(12,480)Goodwill on consolidation 202,043

Cash consideration 166,811Other consideration 22,752




b) On 18 February 2004, the consolidated entity acquired 100% of Transcentive Inc. for $45,982,618. A liability for theestimated costs of the restructuring of $268,040, consisting mainly of redundancy payments, was recognised at the date of acquisition. Actual costs of $104,956 have been paid as at 30 June 2004.

Details of the acquisition are as follows:

$000

Fair value of identifiable net assets of controlled entity acquiredCash 16,407Trade Creditors (3,654)Provision for restructuring (268)Other assets and liabilities (3,016)

9,469

Goodwill on consolidation 36,514

Cash consideration 45,687Other consideration 296

c) On 31 October 2003, the consolidated entity acquired a further 10% of Pepper Technology AG (previously held 26.65%)for $1,897,824, of which $660,629 was cash consideration. On 1 March 2004, the consolidated entity acquired theremaining 63.35% of Pepper Technology AG for $29,666,162 and now owns 100% of the issued share capital of PepperTechnology AG. Details of the acquisition are as follows:

$000

Fair value of identifiable net assets of controlled entity acquiredPlant and equipment 1,067Trade Debtors 3,168Cash 1,412Trade Creditors (3,490)Interest bearing liabilities (1,118)

1,039

Goodwill on consolidation for 63.35% 28,627

Cash consideration for 63.35% 10,774Total cash consideration paid during the year 11,435Other consideration for 63.35% 18,892

d) During the year ended 30 June 2004, the consolidated entity acquired other entities for $14,762,904. Other entitiesacquired include Computershare GmbH, Karvy Computershare Private Limited and Global eDelivery Group Pty Ltd. Details of the acquisition are as follows:

$000

Fair value of identifiable net assets of controlled entity acquiredOther assets 3,221Cash 3,096Trade Creditors (1,632)Other liabilities (763)

3,922

Goodwill on consolidation 10,841

Cash consideration 13,890Other consideration 873




e) Outflow of cash to acquire the entities, net of cash acquired:

GSC Transcentive Pepper Other 2004$000

Cash consideration 166,811 45,687 11,435 13,890 237,823Less cash balance acquired 4,491 16,407 2,2291 6,0701 29,197

Outflow of cash 162,320 29,280 9,206 7,820 208,626

Note 1: cash balance acquired represents 100% of cash balance at the date of acquisition, as the entities becamecontrolled entities from the date of acquisition. Prior to the date of acquisition, the entities were associated entities.

Financial Information for Class Order Closed Group2004 2003$000 $000

Computershare Limited Closed Group Statements of Financial Position as at 30 June 2004

Current AssetsCash assets 7,339 14,479Receivables 52,365 40,326Inventories 677 462Tax assets 2,099 –Other 2,989 3,033

Total Current Assets 65,469 58,300

Non-current AssetsReceivables 2,153 249,282Other financial assets 767,844 397,081Property, plant and equipment 17,443 17,271Deferred tax assets 15,180 30,619Intangibles – goodwill 60,076 61,195Other 61,191 2,393

Total Non-current Assets 923,887 757,841

Total Assets 989,356 816,141

Current LiabilitiesPayables 29,338 21,755Interest bearing liabilities 706 1,244Current tax liabilities – 9,766Provisions 6,535 1,140Other – deferred settlement of acquisition of entity 558 –

Total Current Liabilities 37,137 33,905

Non-current LiabilitiesNon Current Payables 287,314 –Interest bearing liabilities 17,596 130,566Deferred tax liabilities 783 6,190Provisions 4,162 3,660

Total Non-Current Liabilities 309,855 140,416

Total Liabilities 346,992 174,321

Net Assets 642,364 641,820




2004 2003$000 $000

EquityContributed equity – ordinary shares 339,071 324,881Contributed equity – reset preference shares 219,028 147,195Preference shares held by subsidiary outside

of the closed Group – 104,596Reserves 1,105 624Retained profits 83,160 64,524

Total Equity 642,364 641,820

Computershare Limited Closed Group Statements of Financial Performance for the year ended 30 June 2004

RevenuesSales revenue 233,655 178,872Other revenues from ordinary activities 88,024 65,204

Total Revenue 321,679 244,076

ExpensesDirect services 140,565 113,428Technology services 35,448 34,197Corporate services 32,786 14,467Borrowing costs 4,756 13,548Net foreign exchange loss on hedges 38,677 17,224

Total Expenses 252,232 192,864

Profit from ordinary activities before income tax expense 69,447 51,212Income tax (expense)/benefit relating to ordinary activities (2,439) (1,490)

Net profit 67,008 49,722Net profit attributable to outside equity interests – –

Net profit attributable to members of the parent entity 67,008 49,722Opening net assets of entities first included in the

cross guarantee this period (refer to note 24, 9) (3,788) –

Total changes in equity other than those resulting fromtransactions with owners as owners 63,220 49,722

Set out below is a summary of movements in consolidated retained profits for the year of the Closed Group.

Retained profits at the beginning of the financial year 64,524 36,472Profit from ordinary activities after income tax expense/benefit 63,220 49,722Dividends provided or paid (44,584) (21,670)

Retained profits at the end of the financial year 83,160 64,524



25. DIRECTORS’ AND EXECUTIVES’ DISCLOSURES

DirectorsThe following directors were directors during the whole of the financial year and up to the date of this report:

Non-executiveAS Murdoch (Chairman)TM ButlerPD DeFeoWE Ford AN Wales

ExecutiveCJ Morris (Managing Director and Chief Executive Officer)PJ Maclagan (Managing Director Computershare Technology Services)PJ Griffin was a non-executive director from the beginning of the financial year until his resignation on 11 November 2003.M Kerber was appointed as a non-executive director on 18 August 2004.

Executives (other than directors) with the greatest authority for strategic direction and managementThe following persons were the six executives with the greatest authority for the strategic direction and management of the Group (‘specified executives’) during the financial year.

Name Position EmployerR Chapman Group Managing Director, EMEA Computershare Investor Services plc (UK)S Crosby Group Managing Director, Asia Pacific Computershare Investor Services Pty Ltd (Aust)P Conn Head of Global Services Computershare Inc (US)T Honan Chief Financial Officer Computershare LimitedS Rothbloom President, North America Computershare Inc (US)P Tobin Chief Legal Officer and Company Secretary Computershare Limited

All of the above persons were also specified executives for the year ended 30 June 2003 with the exception of R Chapmanwho was appointed as Group Managing Director, EMEA in June 2003. Previously this position was held by I Saville who wasalso a director in FY 2003. R. Waterhouse, Group Managing Director, Canada was also included as a specified executive in FY 2003 for the purposes of comparative information provided.

Remuneration practicesPrinciples used to determine the nature and amount of remuneration The objective of the company’s executive reward framework is to ensure that reward for performance is competitive. The framework seeks to align executive reward with the achievement of strategic objectives and the creation of shareholder value.

The executive pay and reward framework has a number of components including base pay, possible short termperformance incentives, long term incentives and other remuneration such as superannuation. The combination of thesecomprises the executives’ total remuneration. Both short and long term incentives are discretionary and are subject to boththe company and the individual meeting agreed requirements.

Please refer to the Corporate Governance Statement for further details on Board performance assessment procedures.

Non-executive directorsDetails of non-executive directors’ base remuneration are detailed in the table below. All non-executive directors areprovided with statutory retirement benefits, details of which also appear in the remuneration table below. No incentives,either short or long term, are paid to non-executive directors, nor are any termination payments due to any non-executivedirectors that do not complete their term of service.

The aggregate amount of non-executive directors’ fees is determined by the shareholders upon Board recommendation. A pool of $750,000 was last approved by the shareholders in November 2003.

Non-executive directors are not eligible to participate in the Company’s option or share plans.




Executive directorsBoth executive directors are employed under open ended arrangements with Computershare. The CEO is appointed to the Board under the company’s constitution, and the Managing Director of Computershare Technology Services iselected by shareholders under the same rotation basis that applies to non-executive directors. Details of base salary andsuperannuation arrangements are detailed in the table below. No additional payments are made in consideration for theiractivities as directors. Short term cash incentives may be paid in years in which the company’s performance exceedsagreed performance hurdles. A cash bonus in respect of the year ended 30 June 2004 has been paid subsequent to theyear end, details of which are in the table below. Neither executive is eligible for any termination payments should theiremployment or directorship cease for any reason.

Executive payAll executives listed below are employed under open ended arrangements with Computershare. Details of base salary and retirement benefits are supplied in the table below. These and other key executives are also eligible to receive bothshort term cash incentives and long term share based incentives. Share based awards are designed to align executives’financial interests with those of the shareholders and are also designed to assist in the retention of participants. Executiveswho receive share based awards need to have, at a minimum, completed specified periods of service before any share awards under the plan become unconditional. Awards are discretionary and are subject to approval of the Board based onrecommendations from the remuneration committee. The exercise of discretion in relation to the share awards is based onthe Company’s performance and the attainment of specified objectives. A bonus was awarded in respect of the year ended30 June 2004. All of the executives listed below received their bonus as shares. All of the executives below are eligible forpayment of a benefit on early termination by the employer without cause, equal to 30 months salary at the time.

Under the terms of his employment contract, T Honan is entitled to receive 40,000 shares on 27 May 2005. The estimated valueof these shares, which will be reported in future periods, is $26,457, based on the share price at grant date and spread over thevesting period. Under the terms of his employment, R Chapman is entitled to receive 50,000 shares on 31 December 2004. Theestimated value of these shares, which will be reported in future periods, is $31,410, based on the share price at grant date andspread over the vesting period.

Based on the performance of the Company for the year ended 30 June 2004, all of the executives listed in the table below weregranted additional shares on 1 September 2004. All of the executives are entitled to receive these shares after completion of atwo year vesting period. The estimated value of these shares, which will be reported in future periods, is $942,998, based on theshare price at grant date and spread over the vesting period.

Computershare Employee Option PlanInformation on the Computershare Option Plan is set out in note 21.

Details of remunerationDetails of the remuneration of each director of Computershare Limited and each of the six specified executives of theconsolidated Group, including their personally-related entities, for the current financial year are set out in the following table.


Salary Cash Profit Non-monetary Superannuation Retirement Shares Options Shares and Fees Share and Benefits and Pension Benefits Issued as

Bonuses Bonus$ $ $ $ $ $ $ $ $

DirectorsAS Murdoch 115,000 – – 11,500 – – – – 126,500TM Butler 97,609 – – – – – – – 97,609PD DeFeo 105,545 – – – – – – – 105,545WE Ford 52,772 – – – – – – – 52,772PJ Griffin* 41,667 – – 5,833 – – – – 47,500PJ Maclagan 500,188 281,000** – 50,019 – – – – 831,207CJ Morris 500,188 750,000** – 50,019 – – – – 1,300,207AN Wales 75,000 – – 7,500 – – – – 82,500

TOTAL 1,487,969 1,031,000 – 124,871 – – – – 2,643,840

* PJ Griffin resigned as a director on 11 November 2003.** In place of taking the full amount of the bonus, Mr CJ Morris and Mrs PJ Maclagan asked the Company to send a donation totalling $343,750 to the

Peter McCallum Institute for Cancer Research.



25. DIRECTORS’ AND EXECUTIVES’ DISCLOSURES (cont’d)


Salary Cash Profit Non-monetary Superannuation Retirement Shares Options Sharesand Fees Share and Benefits and Pension Benefits Issued as

Bonuses Bonus***$ $ $ $ $ $ $ $ $

ExecutivesR Chapman 439,239 – 1,152 30,747 – 183,269 – 74,577 728,984S Crosby 400,187 – 2,474 11,002 – 185,480 55,540 160,000 814,683P Conn 422,178 – – – – 136,724 16,000 51,429 626,331T Honan 330,188 – – 11,002 – 175,701 35,975 138,388 691,254S Rothbloom 562,905 – – 12,149 – 167,841 80,000 205,190 1,028,085P Tobin 408,954 – 3,955 11,002 – 162,461 19,770 97,263 703,405

TOTAL 2,563,651 – 7,581 75,902 – 1,011,476 207,285 726,847 4,592,742

*** The above bonus shares were granted on 1 September 2004.

Total remuneration of directors and specified executives for the consolidated Group for the year ended 30 June 2003 is setout below. Information for individual directors and executives is not shown as this is the first financial report prepared sincethe issue of AASB 1046 Director and Executive Disclosures by Disclosing Entities. In some cases, different individuals areconsidered to be specified executives in the year ended 30 June 2003 than those specified in the year ended 30 June 2004,as previously noted.

2003* Primary Post employment Equity Other Total

Salary Cash Non- Superannuation Retirement Shares Optionsfees Profit monetary and Pension benefits

Share and benefitsBonuses

$ $ $ $ $ $ $ $ $

Total directors 1,179,419 – 77,591 103,088 – – – – 1,360,098

Total executives 1,964,225 – 187,966 62,941 – 306,537 346,328 – 2,867,997

*Group totals in respect of the financial year ended 2003 do not necessarily equal the sums of amounts disclosed for 2003 as different individuals havebeen disclosed in FY 2004.

Share based compensation – options Details of employee options granted which may affect remuneration in this or future reporting periods are disclosed in note 19.

No directors or specified executives were granted options in the current financial year. Equally, no options vested during thecurrent financial year.

Option Holdings of Directors and Specified ExecutivesOptions provided as remunerationThe assessed fair value at grant date of options granted to directors and specified executives is allocated equally over theperiod from grant date to vesting date, and the amount relating to the current financial year is included in the remunerationtable above. Fair values at grant date are independently determined using a Black Scholes option pricing model that takesinto account the exercise price, the current level and volatility of the underlying share price, the risk free interest rate,expected dividends on the underlying share, the market price at grant date of the underlying share, the expected life of theoption and vesting period applicable to the options.




Shares provided on exercise of remuneration optionsNo directors hold options in the company. No specified executives were granted options during the current financial year.

Details of ordinary shares in the company issued during the year as a result of the exercise of remuneration options to each of the specified executives are set out in the table below. No amounts are unpaid on any shares issued on the exercise of options.

Number of ordinary shares issued on exercise of

Name options during the year Amount paid per share

P Conn 120,000 $1.37

Options holdingsThe number of options over ordinary shares held during the financial year by each of the specified executives of the Groupis included in the table below.

Total vested Toal Balance at Balance at and non vested and

beginning of Granted as Options end of exercisable at exercisable atperiod remuneration exercised Forfeits period 30 June 2004 30 June 2004

R Chapman – – – – – – –S Crosby 170,000 – – 40,000 130,000 – 20,000P Conn 170,000 – 120,000 – 50,000 20,000 –T Honan 100,000 – – – 100,000 – 60,000S Rothbloom 400,000 – – – 400,000 – 250,000P Tobin 160,000 – – – 160,000 – 120,000

Share Holdings of Directors and Specified ExecutivesOrdinary sharesThe number of ordinary shares in Computershare Limited held during the financial year by each director and specifiedexecutive, including details of ordinary shares provided as the result of the exercise of remuneration options, is included inthe table below.

Balance at On market Balance atbeginning of Granted as On exercise purchases/ end of

period remuneration of options sales Other period

Specified DirectorsAS Murdoch 609,800 – – – – 609,800TM Butler – – – – – –PD De Feo 40,000 – – 40,000 – 80,000WE Ford – – – – – –PJ Griffin* 2,013,000 – – (399,000) – 1,614,000PJ Maclagan 16,567,525 – – 60,000 – 16,627,525CJ Morris 55,447,042 – – 265,000 – 55,712,042AN Wales 32,592,384 – – – – 32,592,384

Specified ExecutivesR Chapman – 50,000 – – – 50,000S Crosby – 112,500 – – 6,892 119,392P Conn 44,000 90,000 120,000 (36,000) – 218,000T Honan 30,000 97,500 – – 3,641 131,141S Rothbloom – 97,500 – – – 97,500P Tobin – 105,000 – – 6,280 111,280

* PJ Griffin resigned as a director on 11 November 2003.

Other includes employee and employer shares purchased under employee share plans. Please refer to note 21 for further details.



25. DIRECTORS’ AND EXECUTIVES’ DISCLOSURES (cont’d)

Reset preference sharesPJ Maclagan is the only director and specified executive to own reset preference shares. 1,330 reset preference shareshave been held throughout the whole of the current financial year.

Loans to directors and specified executivesComputershare has not made any loans to directors and executives during the current financial year.

Other transactions with directors and specified executivesDetails of other transactions with directors and specified executives are included in note 27.

Consolidated Parent entity2004 2003 2004 2003

$ $ $ $

26. REMUNERATION OF AUDITORSRemuneration received, or due and receivable, by the

auditors of the parent entity and its affiliates for:

Auditing or review of financial statements – PricewaterhouseCoopers Australia 749,330 586,000 563,630 415,680– Related practices of PricewaterhouseCoopers 1,520,297 1,081,612 – –Other services (a)– PricewaterhouseCoopers Australia 202,112 8,000 194,112 11,034– Related practices of PricewaterhouseCoopers 183,718 245,000 – –

Remuneration received, or due and receivable, by auditors other than the auditor of the parententity and its affiliates for:Auditing or review of financial statements – – – –Other services – – – –

(a) This relates primarily to regulatory and compliance services and assurance services provided prior to the acquisition ofthe Georgeson Shareholder Communications Group.

27. RELATED PARTY DISCLOSURES

(a) DirectorsThe following directors held the position of director of Computershare Limited during all of the past two financial years,unless otherwise stated:

TM Butler (Appointed 15 May 2003)PD DeFeo (Appointed 4 June 2002)WE Ford (Appointed 17 January 2003)PJ Griffin (Resigned 11 November 2003)PJ Maclagan CJ MorrisAS Murdoch ID Saville (Appointed 1 May 2002, Resigned 15 May 2003)AN Wales

Details of directors’ remuneration and superannuation payments are set out in note 25.




(b) Directors’ shareholdingsShares issued by the parent entity

2004 2003

Ordinary shares held at the end of the financial year 105,621,751 107,236,751Reset preference shares held at the end of the financial year 1,330 1,330Options held at the end of the financial year – –Ordinary dividends received during the year in respect

of those ordinary shares* $5,554,399 $5,327,163Reset preference dividends received during the year

in respect of those reset preference shares $7,335 $7,315Reset preference shares acquired by directors

during the financial year – 1,000Ordinary Shares acquired by directors during the financial year 365,000 1,527,000Ordinary Shares disposed of by directors during the financial year – 103,000

* Dividends have been included for PJ Griffin until the date of his resignation.

(c) Other transactions with directors or director-related entities2004 2003

$ $

CJ Morris is a director and major shareholder in Modara Grange Pty Ltd which entered into rental agreements with the company in the ordinary course of business on commercial terms and conditions. Rents received by Modara Grange Pty Ltd: – 18,750

CJ Morris is a director and major shareholder in Fraser Island Pty Ltd which provided conference facilities to the company in the ordinary course of business on commercial terms and conditions. Fees received by Fraser Island Pty Ltd: – 33,712

CJ Morris and PJ Maclagan are directors and major shareholders in Ellon Holdings Pty Limited which entered into rental agreements with the company in the ordinary course of business on commercial terms and conditions. Rents received by Ellon Holdings Pty Limited: 31,365 27,581

CJ Morris is a director and owner of the Portsea Hotel which provided conference facilities to the company in the ordinary course of business on commercial terms and conditions. Fees received by the Portsea Hotel: 52,567 –

(d) Wholly owned GroupThe parent entity and its controlled entities entered into the following transactions during the year within the wholly owned Group:

– Loans were advanced and repayments received on loans and intercompany accounts (refer notes 6 and 15)

– Sales were made between entities (refer note 33)

– Interest was charged between entities (refer note 2)

– The parent entity and its Australian controlled entities have entered into a tax sharing arrangement (refer note 3); and

– Dividends were paid between entities (refer note 2).

These transactions were undertaken on commercial terms and conditions.

As at 30 June 2004 Pepper Technologies AG, a wholly owned Group company, owed EURO 321,978 to related parties. No interest is payable on these loans. Pepper Technologies AG has also recorded a receivable as at 30 June 2004 of EURO 51,000 from a related party. Interest is charged on this loan at normal commercial rates.



27. RELATED PARTY DISCLOSURES (cont’d)

(e) Associated entities Computershare Technology Services Pty Ltd has a receivable of $555,145 (2003: $484,560) from Chelmer Limited. This receivable has been fully provided for. The current year provision made is $70,585 (2003: $70,567).

Computershare New Zealand Ltd has a receivable of $1,805,494 (2003: $1,727,118) from Chelmer Limited. This receivablehas been fully provided for. The current year provision made is $78,376 (2003: $163,376).

Computershare Technology Services Pty Ltd has made sales of $70,585 (2003: $70,567) to Chelmer Limited.

Computershare Limited (incorporated in UK) had a receivable of $577,173 in FY 2003 from Computershare GmbH (formerlyknown as Deutsche Börse Computershare GmbH). On 31 December 2003 Computershare moved to 100% ownership ofComputershare GmbH. Costs paid on behalf of Computershare GmbH for the 6 months to 31 December 2003 totalled $nil.

Computershare Limited (incorporated in UK) had a receivable of $720,322 at 30 June 2003 from Computershare PepperSRM Limited (a wholly owned subsidiary of Pepper Technologies AG). On 3 February 2004 Computershare signed a letter ofintent to acquire the remaining shares in Pepper Technologies AG. On 1 March 2004 Computershare acquired the remainingshares in Pepper Technologies AG. Costs paid on behalf of the Pepper Group for the 8 months to 1 March 2004 totalled $nil.

There have been no transactions between the Group and The National Registry Company.

(f) Ultimate controlling entityThe ultimate controlling entity of the consolidated entity is Computershare Limited.

(g) Ownership interests in related partiesInterests held in associates and joint ventures are disclosed in notes 34 and 35 of the financial statements

28. SIGNIFICANT EVENTS AFTER BALANCE DATENo matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this report or in the consolidated financial statements that has significantly affected or may significantly affect the operations of theconsolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financialyears, except that:

(a) On 26 May 2004 Computershare announced its intention to buy back up to 27,500,000 ordinary shares commencing 10 June 2004. Between 1 July 2004 and 13 September 2004 the company bought back 9,707,476 ordinary shares at anaverage cost per share of $3.16. The shares bought back represent 1.78% of issued ordinary shares at the balance sheet date.

Between 1 July 2004 and 13 September 2004 the company bought back 183,478 preference shares at an average cost per share of $103.71. The shares bought back represent 15% of issued preference shares at the balance sheet date. On 13 September 2004, an additional 69,259 shares had been bought back, but not yet settled.

(b) On 3 August 2004 Computershare announced the acquisition of New York based Alamo Direct Mail Services Inc, acompany specialising in print, mail, tabulation and proxy solicitation services to the mutual fund industry in NorthAmerica, for a consideration of US $15.5 million and contingent consideration of US $7 million that is subject to meetingspecified revenue hurdles on an initial 3 year period. Computershare intends to combine the Alamo business with itsexisting Georgeson mutual fund business to create a powerful new product offering to the mutual fund industry.

(c) M Kerber was appointed as a non-executive director on 18 August 2004.

(d) On 19 August 2004 Computershare announced the decision of the directors to cause the reset preference shares to beconverted to ordinary shares on 30 September 2004. As noted in the dividends section above, a reset preference sharedividend of $1.8384 per share franked at 30% will be paid in respect of the period 1 June 2004 to 30 September 2004 on 30 September 2004.

(e) On 3 September 2004, Computershare announced the acquisition of Flag Communications Limited, a UK basedemployee relationship management company. Flag specialises in employee communications for FTSE 100 and 150 companies.




29. FINANCIAL INSTRUMENTS The consolidated entity uses derivative financial instruments to manage specifically identified interest rate and foreigncurrency risks. The consolidated entity is primarily exposed to the risk of adverse movements in the Australian dollar relativeto certain foreign currencies, including the United States dollar, Canadian dollar and Great British pound, and to movementsin interest rates. The purposes for which specific derivative instruments are used are as follows:

The consolidated entity raises non-Australian dollar denominated debt that is designated as a hedge of the net investment inself-sustaining foreign operations, in which case the exchange gain or loss is transferred to the foreign currency translationreserve. Forward exchange contracts and foreign currency options are also used by the consolidated entity in relation toforeign subsidiaries’ revenues. To the extent that the financial instrument does not satisfy the conditions for hedgeaccounting as set out in UIG 33, those gains or losses are recognised immediately in the statement of financialperformance.

The consolidated entity uses interest rate derivatives to manage the floating interest rate exposure that arises as a result ofmaintaining paying agent and escrow agent accounts on behalf of customers and to enhance returns on funds. The UnitedKingdom operations also use interest rate swaps to manage the interest rate exposure on certain Save As You Earn (SAYE)schemes as described below.

(a) Administration of SAYE Schemes Computershare Investor Services PLC, a controlled entity of Computershare Limited, administers approximately 300 SAYEschemes on behalf of various listed UK entities. Under such schemes, employees make regular monthly contributions whichattract government set interest or bonus credits. The total contribution plus interest is then used by the employees topurchase shares in the sponsoring listed entity. Employees’ monthly contributions are held by a licensed deposit taker whoenters into SAYE contracts with the employees and, as such, is responsible to repay the principal contribution plus thelegislated bonus on maturity of the scheme. Computershare Investor Services PLC has been appointed as administrator by the licensed deposit taker and is responsible for scheme management. As agent, Computershare Investor Services PLC indemnifies the licensed deposit taker should the return on funds deposited with them not meet the bonus paymentrequired by law. These arrangements create interest rate risk due to the fixed rates payable on employee monthlycontributions and the floating interest rate received on balances held by the licensed deposit taker.

The Group employs interest rate risk management techniques, including the use of interest rate swaps and options to manage the interest rate exposure. In some instances the bonus payable to SAYE participants is embedded within the hedge instruments used. The fair value of SAYE hedge instruments at 30 June 2004 amounted to $7.0 million (2003: $48.7 million), of which a portion is payable to participants.

In addition extensive modelling is undertaken to determine the net present value of the forecast cash outflows to employeeswith adjustments to reflect forecast attrition rates.

(b) Paying Agent Funds Administration In addition to the above SAYE scheme administration bank accounts, Computershare maintains certain paying agent andescrow agent accounts on behalf of customers. Computershare earns service fee income for administering funds as part of the service. Total funds, which at year end approximated $3.4 billion (2003: $3.2 billion), are deposited in agency bankaccounts at call. Given the nature of the accounts, neither the funds nor an offsetting liability are included in the Group’sfinancial statements.

As at year end, overseas controlled entities, which are licensed deposit takers, have accepted broker client deposits in theirown names which at year end approximated $50.7 million (2003: $36 million), and recorded these funds as other financialassets together with a corresponding liability. The deposits are insured through a local regulatory authority.



29. FINANCIAL INSTRUMENTS (cont’d)

(c) Interest rate risk exposuresThe consolidated entity is exposed to interest rate risk through its primary financial assets and liabilities, modified throughderivative financial instruments such as interest rate swaps and options. The following table summarises the interest raterisk for the consolidated entity, together with effective interest rates as at the balance date.

As at 30 June 2004 Fixed interest rate maturing in Average interest rate_____________________________ __________________________

Floating 1 year Over 1 to 5 Non- Total Floating Fixedinterest rate or less years interest

(a) bearing

$000 $000 $000 $000 $000 % %

Financial assets

Cash 90,495 – – – 90,495 2.61 –Broker client deposits 50,745 – – – 50,745 3.02 –Trade debtors – – – 133,493 133,493 – –Non trade debtors and loans – – – 8,854 8,854 – –

141,240 – – 142,347 283,587

Financial liabilities

Broker client deposits 50,745 – – – 50,745 2.70 –Trade creditors – – – 19,628 19,628 – –Finance lease liabilities – 6,175 4,427 – 10,602 – 6.61Other loans – – – 1,172 1,172 – –Bank loan – 1,452 529 – 1,981 – 4.75Revolving multi-currency facilities 299,493 – – – 299,493 2.50 –

350,238 7,627 4,956 20,800 383,621

As at 30 June 2003 Fixed interest rate maturing in Average interest rate_____________________________ __________________________

Floating 1 year Over 1 to 5 Non- Total Floating Fixedinterest rate or less years interest

(a) bearing

$000 $000 $000 $000 $000 % %

Financial assetsCash 60,828 – – – 60,828 2.82 –Broker client deposits 35,987 – – – 35,987 3.00 –Trade debtors – – – 95,126 95,126 – –Non trade debtors and loans – – – 2,676 2,676 – –

96,815 – – 97,802 194,617

Financial liabilitiesBroker client deposits 35,987 – – – 35,987 3.00 –Trade creditors – – – 5,711 5,711 – –Finance lease liabilities – 2,817 773 – 3,590 – 6.98Other loans – – – 1,000 1,000 – –Bank loan – 2,747 2,357 – 5,104 – 15.50Revolving multi-currency facilities 129,793 – – – 129,793 3.15 –

165,780 5,564 3,130 6,711 181,185




The interest rate exposures set out in the above table do not include the exposure relating to SAYE scheme accountbalances and paying agent balances. At year end there are approximately GBP 315 million (2003: GBP 273 million) ofemployee SAYE schemes account balances earning fixed rates as described in note 29(a). Interest rate derivatives of GBP240 million (2003: GBP 218 million) are in place to hedge the floating rate receivables against the fixed rate payable amountsforecast. The effect of the interest rate derivatives is to convert the income margin on administered funds to a fixed rate tohedge the cost of fixed rates credited to employee account balances. The margin between the fixed rates paid to SAYEparticipants and fixed rates received via the interest rate derivatives is approximately 0.8%. The average floating interest rateat balance date is 4.50% (2003: 3.75%). The maturity profile of these derivatives is generally between one to five years. Inrelation to paying agent balances (refer note 29b), Computershare has in place interest rate derivatives totalling $451 million (2003: $536 million).

(d) Credit risk exposuresCredit exposure represents the extent of credit related losses that the consolidated entity may be subject to on amounts to be received from financial assets. The consolidated entity, while exposed to credit related losses in the event of non-performance by counterparties, does not expect any counterparties to fail to meet their obligations given their highcredit ratings.

The consolidated entity’s exposure to ‘on Statement of Financial Position’ credit risk is as indicated by the carrying amountsof its financial assets. Concentrations of credit risk (whether or not recognised in the Statement of Financial Position) existfor Groups of counterparties when they have similar economic characteristics that would cause their ability to meetcontractual obligations to be similarly affected by changes in economic or other conditions. The consolidated entity doesnot have a significant exposure to any individual counterparty.

The consolidated entity minimises concentrations of credit risk by undertaking transactions with a large number of debtorsin various countries and industries. The software sales and development segment transacts primarily with the broking andfinancial markets industry. The registry and bureau sector transacts with various listed companies across a number ofcountries.

The major geographic concentrations of credit risk arise from the location of the counterparties to the consolidated entity’sfinancial assets as shown in the following table:

Location of credit risk Consolidated2004 2003$000 $000

Australia 40,034 25,679Canada 19,542 19,530Germany 2,710 –Hong Kong 6,595 5,433India 2,855 –Ireland 1,809 3,738Italy 2,420 –New Zealand 1,673 1,257Philippines 63 46South Africa 7,240 6,100United Kingdom 16,808 22,055United States of America 36,826 11,854Other European 1,571 1,772Other 2,201 338

142,347 97,802



29. FINANCIAL INSTRUMENTS (cont’d)

The following table summarises the consolidated entity’s credit exposure on derivative financial instruments with a positivenet fair value and has been reduced by unfavourable contracts with the same counterparty pursuant to master nettingagreements, which will not be settled before the favourable contracts. These swaps relate to the Group’s administration of numerous SAYE schemes and interest rate exposures arising from agency activities on behalf of customers.

Consolidated2004 2003$000 $000

Derivatives:Interest rate derivatives – SAYE schemes 10,274 48,703Foreign exchange derivatives – 1,970Interest rate derivatives – other 4,749 15,674

15,023 66,347

(e) Net fair value of financial assets and liabilitiesThe carrying amounts of trade debtors, trade creditors, finance leases and loans approximate their fair values.


Carrying Net Fair Carrying Net FairAmount Value Amount Value

$000 $000 $000 $000

Derivatives:Foreign exchange options – (1,432) (115) 1,602Foreign exchange contracts – (49) – 368Interest rate derivatives 574 7,484 691 14,893

(f) Foreign ExchangeThe following table summarises by currency the Australian dollar value of forward foreign exchange agreements. Foreigncurrency amounts are translated at rates current at the reporting date. The ’buy’ amounts represent the Australian dollarequivalent of commitments to purchase foreign currencies, and the ’sell’ amount represents the Australian dollar equivalentof commitments to sell foreign currencies. Contracts to buy and sell foreign currency are entered into from time to time tohedge the net investment in, and revenues, from foreign operations.

2004 2003

Average Exchange Buy Sell Buy SellRate

Currency 2004 2003 $000 $000 $000 $000

United States dollars:3 months or less 0.6958 – 2,175 – – –Over 3 months to 12 months – – – –

Canadian dollars:3 months or less – 0.8879 – – 1,227 2,917Over 3 months to 12 months – 0.8906 – – – 7,579

British pounds:3 months or less 0.3838 0.3840 577 11,006 1,241 1,494Over 3 months to 12 months – – – – – –

New Zealand dollars:3 months or less 1.0952 1.0929 137 129 262 1,086Over 3 months to 12 months – 1.0925 – – – 2,471

Total 2,889 11,135 2,730 15,547




30. NOTES TO THE STATEMENTS OF CASH FLOWS

(a) Reconciliation of cashFor the purposes of the Statements of Cash Flows, cash includes cash on hand and at bank and short-term deposits at call,net of outstanding bank overdrafts. Cash as at the end of the financial year as shown in the Statements of Cash Flows isreconciled to the related items in the Statements of Financial Positions as follows:


Cash at bank and on hand 84,601 48,764 831 1,602Short-term deposits 5,894 12,064 – 2,006

Shown as cash on statement of financial position 90,495 60,828 831 3,608

(b) Reconciliation of net profit after income tax to net cash provided by operating activitiesNet profit after income tax 83,646 17,133 30,188 45,460Adjustments for non-cash income and expense items:

Depreciation and Amortisation 61,335 58,419 1,254 1,206(Profit)/loss on sale of non-current assets (9,922) 411 336 –Share of net profit/(loss) of associates accountedfor using equity method 140 2,036 – –Other (713) (590) (1,966) (14,662)

Changes in assets and liabilities(Increase)/decrease in accounts receivable (6,294) 9,361 (291) 393(Increase)/decrease in net tax assets 24,000 (9,213) (3,385) (5,394)(Increase)/decrease in inventory (3,093) (748) – –(Increase)/decrease in prepayments and other assets (4,567) (3,607) 684 378(Increase)/decrease in intercompany balances – – (64,391) –(Increase)/decrease in payables 25,046 (8,462) (3,128) 807Increase/(decrease) in income tax liabilities (9,241) (1,743) (106) 10,013Increase/(decrease) in provisions (17,359) 15,343 5,747 66Increase/(decrease) in other liabilities (1,482) – – –Increase/(decrease) in reserves (5,372) (2,161) – –

Net cash provided by operating activities 136,124 76,179 (35,058) 38,267

(c) Non-Cash transactions– On 2 December 2003, Computershare Limited issued shares as part of the consideration for the acquisition of

Georgeson Shareholder Communications Inc.

– On 18 February 2004, Computershare Limited issued shares as part of the consideration for the acquisition ofTranscentive Inc.

– On 1 March 2004, Computershare Limited issued shares as part of the consideration for the acquisition of PepperTechnology AG.

– On 4 June 2004, Computershare Limited issued shares as part of the consideration for the acquisition of GlobaleDelivery Group Pty Ltd.

Please refer to note 19 for further details of shares issued.



30. NOTES TO THE STATEMENTS OF CASH FLOWS (cont’d)

(d) Acquisition of businessesConsideration

Business acquired Date purchased 2004 2003

$000 $000

Charles Schwab Employee Plans 12 December 2002 – 1,690EFA Market Technologies 7 February 2003 – 7,404Fifth Third Bancorp 30 June 2003 – 3,241

Total – 12,335

The amounts of assets and liabilities acquired by major class are:

2004 2003$000 $000

Property, plant and equipment – 7,404Intangible assets including goodwill on acquisition – 7,500Payables – (476)Provisions – –

Consideration paid and payable – 14,428Less: consideration paid in prior periods/payable in future periods – (2,569)Other acquisition costs – 476

Outflow of cash – 12,335

31. CONTINGENT LIABILITIESContingent liabilities at balance date, not otherwise provided for in these financial statements are categorised as follows:

(a) Guarantees and IndemnitiesGuarantees and indemnities of $360,000,000 (30 June 2003: $240,000,000) have been given to the consolidated entity’sAustralian Bankers by Computershare Limited, Computershare Technology Services Pty Limited, CDS International Limited,Computershare Document Services Limited, Computershare Investor Services Pty Limited, Computershare New ZealandLimited, Computershare Investor Services Ltd (incorporated in NZ), Computershare Limited (incorporated in the UK),Computershare Investor Services PLC, Computershare Inc, Computershare Investor Services LLC, ComputershareTechnology Services (UK) Ltd, Computershare Analytics (UK) Limited, Computershare Financial Services Inc, ACN 081 035752 Pty Ltd, Computershare Investor Services Inc, Computershare Canada Inc, Computershare Finance LLC, ComputershareInvestments (UK) (No.2) Ltd, Computershare Investments (UK) (No.3) Ltd, Georgeson Shareholder Communications Inc,Transcentive Inc, Computershare Finance Company Pty Ltd, and Computershare US General Partnership as security forComputershare Finance Company Pty Ltd’s facilities (please refer to note 15 for further detail).

Bank guarantees of $520,000 (2003: $270,000) have been given in respect of facilities provided to Computershare Clearing Pty Ltd.

A bank guarantee of $500,000 (2003: $250,000) has been given in respect of facilities provided to Sepon Australia Pty Ltd.

A bank guarantee of $199,500 (2003: $150,000) has been given in respect of facilities provided to Computershare InvestorServices Pty Ltd.

A bank guarantee of $88,350 (2003: $nil) has been given in respect of facilities provided to Computershare DocumentServices Pty Ltd.

A bank guarantee of $nil (2003: $256,786) has been given by Computershare Technology Services Pty Ltd in relation tocertain customer contracts.

Bank guarantees totalling CAD $1,800,000 (2003: CAD $2,006,465) have been given by Computershare Trust Company ofCanada and Computershare Investor Services Inc in respect of standby letters of credit for the payment of payroll.

Guarantees of US $2,000,000 (30 June 2003: US $3,001,200) have been given by Computershare Investor Services LLC assecurity for payroll administration services in USA.




Guarantees of US $3,290,001 and AU $497,713 (30 June 2003: $4,944,341) have been given by Computershare Limited as security for bonds in respect of leased premises.

A bank guarantee of HK $398,197 (2003: $nil) has been given by Computershare Hong Kong Investor Services Limited assecurity for bonds in respect of leased premises.

A bank guarantee of Rand 850,000 (2003: Rand 850,000) has been given by Computershare South Africa (Pty) Ltd assecurity for bonds in respect of leased premises.

(b) Legal MattersDue to the nature of operations, certain commercial claims in the normal course of business have been made againstComputershare in various countries. The directors, based on legal advice, are contesting all of these matters. The majorityof these claims are covered by insurance. It is considered unlikely that any material liability to the Group will eventuate.

(c) OtherAs noted in this financial report the Group is subject to regulatory capital requirements administered by certain US andCanadian banking commissions and by the Financial Services Authority in the UK. These requirements pertain to the trustcompany charter granted by the commissions and the Financial Services Authority. Failure to meet minimum capitalrequirements, or other ongoing regulatory requirements, can initiate action by the regulators that, if undertaken, couldrevoke or suspend the Group’s ability to provide trust services to customers in these markets. At all relevant times theComputershare subsidiaries have met all minimum capital requirements. In addition to the capital requirements, a trustcompany must deposit eligible securities with a custodian. The Group has deposited a certificate of deposit with theGroup’s custodian in the UK in order to satisfy this requirement.

Computershare Limited (Australia) has issued a letter of warrant to Computershare Custodial Services Ltd. This obligatesComputershare Limited (Australia) to maintain combined tier one capital of at least Rand 500,000,000.

Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreignincorporated subsidiaries is $3,616,807 (30 June 2003: $7,115,160). No provision is made for withholding tax on unremittedearnings of applicable foreign incorporated controlled entities as there is currently no intention to remit these earnings tothe parent entity.

In consideration of the Australian Securities and Investments Commission agreeing to allow $5,000,000 to form part of the net tangible assets of Computershare Clearing Pty Ltd so that it can meet certain financial requirements under theconditions of its Australian Financial Services Licence, Computershare Limited has agreed to make, at the request ofComputershare Clearing Pty Ltd, a $5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to anyother unsecured creditors of Computershare Clearing Pty Ltd. The loan was made pursuant to a deed of subordinationdated 7 January 2004.

Computershare Limited (Australia), as the parent company, has undertaken to own, either directly or indirectly, all of theequity interests and guarantee performance of the obligations of Computershare Investor Services LLC, ComputershareTrust Company Inc, Georgeson Shareholder Communications Inc, Computershare Trust Company of Canada andComputershare Investor Services Inc with respect to any financial accommodation related to transactional services providedby Harris Trust and Savings Bank, Chicago.

32. CAPITAL EXPENDITURE COMMITMENTSConsolidated Parent entity

2004 2003 2004 2003$000 $000 $000 $000

Less than 1 year:Fitout of premises 322 – 75 –Purchase of equipment 1,281 1,565 575 –Other 79 – – –

1,682 1,565 650 –

Computershare Technology Services Pty Limited is committed to pay $2,527,768 in relation to a global licensing agreementwithin the next year. This is considered to be non capital in nature.



33. SEGMENT INFORMATION The consolidated entity operates predominantly in six business segments: Investor services, Plan services, Documentservices, Analytics and Shareholder Relationship Management services, Corporate services and Technology services. The Investor services operations comprise provision of registry and related services. Analytics and Shareholder RelationshipManagement services comprise the provision of investor analysis, investor communication and management informationservices to companies, their employees, shareholders and other securities industry participants. The Plan servicesoperations comprise the provision and management of employee share plans. Document services operations comprise laserimaging, intelligent mailing, scanning and electronic delivery. The Asia geographic segment includes Hong Kong, thePhilippines and India. The North America geographic segment includes the United States and Canada. Intersegment chargesare at normal commercial rates

PRIMARY BASIS – Business Segments2004 Analytics and ShareholderMajor business Relationship Management Corporate Document Investor Plan Technology Unallocated/ Consolidatedsegments Services Services Services Services Services Services Eliminations Total

$000 $000 $000 $000 $000 $000 $000 $000

RevenueExternal revenue 23,877 73,879 51,034 665,428 99,995 15,961 16,259 946,433Inter-segment revenue 1,729 70,491 75,703 11,040 2,510 98,091 (259,564) –

Total segment revenue 25,606 144,370 126,737 676,468 102,505 114,052 (243,305) 946,433

Segment ResultProfit/(loss) from

ordinary activities before income tax (550) 2,555 21,328 76,758 6,995 (957) 4,528 110,657

Income tax expense (27,011)

Profit from ordinary activities after income tax 83,646

Depreciation 267 2,160 3,009 8,891 396 11,937 – 26,660Amortisation goodwill 1,720 941 835 27,488 2,510 – – 33,494Other non-cash expenses 8 798 971 2,195 126 226 – 4,324

LiabilitiesTotal segment liabilities 8,229 323,685 9,853 161,144 63,316 8,985 7,006 582,218

AssetsTotal segment assets 62,158 1,102,297 96,096 882,111 125,710 40,762 (1,122,049) 1,187,085

Carrying value of investments in associates included in segmentassets – 4,330 – – – – – 4,330

Segment assetsacquired during the reporting period:Property, plant

and equipment 2,177 3,549 3,326 16,310 1,167 10,515 1,262 38,306Other Non Current

Segment Assets 34,888 – 3,551 230,688 42,296 – 511 311,934

Total 37,065 3,549 6,877 246,998 43,463 10,515 1,773 350,240




2003 Analytics and ShareholderMajor business Relationship Management Corporate Document Investor Plan Technology Unallocated/ Consolidatedsegments Services Services Services Services Services Services Eliminations Total

$000 $000 $000 $000 $000 $000 $000 $000

RevenueExternal revenue 14,412 7,179 39,260 544,618 80,239 19,623 3,266 708,597Inter-segment revenue 55 64,905 59,547 8,736 2,947 98,639 (234,829) –

Total segment revenue 14,467 72,084 98,807 553,354 83,186 118,262 (231,563) 708,597


ordinary activities before income tax (2,776) (18,270) 8,761 32,750 (1,236) 1,923 8,310 29,462

Income tax expense (12,329)Profit from ordinary

activities after income tax 17,133

Depreciation 26 2,494 2,868 6,087 196 18,416 (5,193) 24,894Amortisation goodwill 926 – 835 25,195 2,825 1,482 – 31,263Other non-cashexpenses 10 (1,566) 1,261 2,265 153 139 – 2,262

LiabilitiesTotal segment liabilities 2,149 138,284 9,167 132,255 2,323 10,448 11,373 305,999

AssetsTotal segment assets 20,408 918,385 48,478 675,556 55,827 46,516 (870,764) 894,406

Carrying value of investments in associates including segment assets – 15,845 – – – – – 15,845

Segment assetsacquired during the reporting period:Property, plant and

equipment 55 1,662 1,412 6,659 61 8,084 – 17,933Other Non CurrentSegment Assets – – – 47 24 106 – 177

Total 55 1,662 1,412 6,706 85 8,190 – 18,110

The segment ‘Analytics and Shareholder Relationship Management Services’ was previously named ‘Analytics Services’. The change has been made to accommodate the results of the Pepper Technology AG Group which the ComputershareGroup moved to full ownership of on 1 March 2004. The results of the Pepper Group of companies until 1 March 2004 areincluded in the Associates note 34. Since that date the contribution of the Pepper Group to this segment is revenue ofAUD$7,732,000 and a profit from ordinary activities before income tax of AUD$669,000.



33. SEGMENT INFORMATION (cont’d)

SECONDARY BASIS – Geographic Segments2004 Australia and South North Unallocated/ ConsolidatedMajor geographic segments Asia New Zealand Africa Europe America Eliminations Total

$000 $000 $000 $000 $000 $000 $000

RevenueExternal revenue 45,229 237,972 37,320 266,493 356,457 2,962 946,433


ordinary activitiesbefore income tax 9,973 46,146 2,320 21,723 26,625 3,870 110,657



AssetsTotal segment assets 95,483 862,769 45,887 105,266 1,194,063 (1,116,383) 1,187,085

Segment assets acquired during the reporting period:Property, plant and equipment 1,269 8,772 860 7,770 19,635 – 38,306Other Non Current

Segment Assets 10,707 3,669 68 38,838 258,652 – 311,934

Total 11,976 12,441 928 46,608 278,287 – 350,240

2003 Australia and South North Unallocated/ ConsolidatedMajor geographic segments Asia New Zealand Africa Europe America Eliminations Total

$000 $000 $000 $000 $000 $000 $000

RevenueExternal revenue 27,393 187,197 33,454 198,445 258,842 3,266 708,597Segment ResultProfit/(loss) from

ordinary activitiesbefore income tax 5,591 14,466 (6,584) 13,692 (6,013) 8,310 29,462



AssetsTotal segment assets 81,813 926,117 30,401 168,846 557,993 (870,764) 894,406

Segment assets acquired during the reporting period:Property, plant and equipment 244 3,304 3,765 4,662 5,958 – 17,933Other Non CurrentSegment Asset – – – – 177 – 177

Total 244 3,304 3,765 4,662 6,135 – 18,110

Segment information is prepared in conformity with the accounting policies of the entity as disclosed in note 1 and revised segment reporting accounting standard, AASB 1005 Segment Reporting.




Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment and the relevantportion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by a segmentand consist primarily of operating cash, receivables, inventories, property, plant and equipment and goodwill and otherintangible assets, net of related provisions. Corporate segment assets also include financial assets. Segment liabilitiesconsist primarily of trade and other creditors, employee entitlements and other provisions. Corporate segment liabilities also include borrowings. Segment assets and liabilities do not include income taxes.

34. ASSOCIATED ENTITIES

Details of interests in associated entities are as follows:

Principal Place of Ownership Balance ConsolidatedName Activities Incorporation Interest Date Carrying amount

2004 2003 2004 2003

Equity accountedChelmer Limited Computer New Zealand 50% 50% 30 June – –

Technology

Services

Computershare GmbH* Investor Germany 100% 49% 31 December – 8,014

Services

Pepper Technologies Shareholder United 100% 26.65% 31 December – 6,376

AG ** Relationship Kingdom

Management

Services

The National Registry Investor Services Russia 45% 29.875% 31 December 4,330 1,455

Company ***

Total investments in associated entities 4,330 15,845

* Formerly known as Deutsche Börse Computershare GmbH. On 31 December 2003, the Computershare Group acquiredthe remaining 51% of Deutsche Börse Computershare GmbH. From that date onward, the results and balance sheet of thatentity have been consolidated by the Computershare Group. Included in note 35 is the Computershare Group’s share of theprofit or loss of that entity up to 31 December 2003.

** On 1 March 2004, the Computershare Group acquired the remaining 73.35% of Pepper Technology AG. From that dateonward, the results and balance sheet of that entity have been consolidated by the Computershare Group. Included below isthe Computershare Group’s share of the profit or loss of that entity up to 29 February 2004.

*** On 24 June 2004, the Computershare Group acquired another 15.125% of The National Registry Company bringing theGroup’s holding in the Company to 45%.

2004 2003$000 $000

Share of associates’ resultsProfit/(loss) before income tax 586 (479)Income tax (287) –

Profit/(loss) after tax 299 (479)Amortisation of goodwill (439) (1,557)

Share of net result of associates (140) (2,036)Less dividends received (192) –Retained profits at the beginning of the financial year (2,036) –

Effect of associates becoming subsidiary undertakings 3,809 –

Retained profits at the end of the financial year 1,441 (2,036)



34. ASSOCIATED ENTITIES (cont’d)

2004 2003$000 $000

Share of associates’ reservesForeign currency translation reserveBalance at the beginning of the financial year 278 –Share of translation of overseas associates 275 278Effect of associates becoming subsidiary undertakings (278) –

Balance at the end of the financial year 275 278

Movements in carrying value of investments in associatesCarrying amount at the beginning of the financial year 15,845 –Investments acquired during the year 1,159 17,603Share of net result from ordinary activities after income tax 299 (479)Less dividends received (192) –Amortisation of goodwill (439) (1,557)Share of movement in reserves during the financial year 275 278Effect of investments ceasing to be classified as

associates during the financial year (12,617) –Carrying amount at the end of the financial year 4,330 15,845

Share of associates’ capital expenditure commitmentsLease commitments 430 79

Share of associates contingent liabilitiesThere are no material contingent liabilities in respect of associates at balance date.

35. JOINT VENTURESConsolidated

2004 2003Joint Venture entity $000 $000

Retained profits attributable to the joint ventureAt the beginning of the financial year (345) –At the end of the financial year – (345)

Foreign currency translation reserve attributable to the joint ventureAt the beginning of the financial year 139 –At the end of the financial year – 139

Movement in carrying amount of investment in joint venture Carrying amount at the beginning of the financial year 8,014 –Investments acquired during the year – 9,525Share of net result from ordinary activities after income tax (723) (345)Amortisation of goodwill (883) (1,305)Share of movement in reserves during the financial year – 139Effect of investment ceasing to be a joint venture during the financial year (6,408) –

Carrying amount at the end of the financial year – 8,014





Joint Venture entity $000 $000

Share of joint venture assets and liabilitiesCurrent assets – 4,252Non-current assets – 5

Total assets – 4,257

Current liabilities – 438Non-current liabilities – 2

Total liabilities – 440

Net assets – 3,817

Share of joint venture revenues, expenses and resultsRevenues 2,876 1,278Expenses (3,600) (1,623)

Profit/(loss) from ordinary activities before related income tax (723) (345)

Share of joint venture capital expenditure commitmentsThere are no material capital expenditure commitments in respect of joint ventures at balance date.

Share of joint venture contingent liabilitiesThere are no material contingent liabilities in respect of joint ventures at balance date.

36. INTERESTS IN EQUITYMembers of the Outside Equity Interests

Parent entity2004 2003 2004 2003$000 $000 $000 $000

Interest in the equity of the consolidated entity:

Contributed equity – ordinary shares 338,987 324,881 5,657 6,245Contributed equity – reset preference shares 114,432 147,195 – –Reserves (27,799) (17,907) 212 (2,164)Retained profits 170,750 128,366 2,628 1,791

Total interest in equity 596,370 582,535 8,497 5,872



The directors of Computershare Limited declare that the financial statements and notes set out on pages 63 to 123.

(a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reportingrequirements; and

(b) give a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2004 and of theirperformance, as represented by the results of their operations and their cashflows, for the financial year ended on that date.

In the directors’ opinion:

(i) the financial statements and notes are in accordance with the Corporations Act 2001; and

(ii) 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

(iii) at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group, identified in note 24, will be able to meet any obligations or liabilities to which they are, or may become, subject to by virtue of the deed of cross guarantee described in note 24.

This declaration is made in accordance with a resolution of the directors.

AS MurdochChairman 14 September 2004


Directors’ Declaration


We, the undersigned, state that:

a) With regard to the integrity of the year end financial report Computershare Limited and its controlled entities (the Group)for the year ended 30 June 2004:

(i) The financial statements and associated notes comply in all material respects with applicable accounting standards,local corporations law requirements and Computershare Group Accounting Policies and Computershare Group yearend reporting requirements; and

(ii) The financial statements and associated notes give a true and fair view, in all material respects, of the financialposition as at 30 June 2004 and performance of the Group for the year then ended; and

(iii) In our opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as and when theybecome due and payable.

b) With regard to the financial records and systems of risk management and internal compliance and control of the Groupfor the year ended 30 June 2004:

(i) The financial records of the Group have been properly maintained such that the records correctly record and explainits transactions and financial position and performance and would enable true and fair financial statements to beprepared and audited; and

(ii) The statements made in (a) above regarding the integrity of the financial statements are founded on a sound systemof risk management and internal compliance and control which, in all material respects, implement the policiesadopted by the Board of Directors of Computershare Limited;

(iii) The risk management and internal compliance and control systems of the Group relating to financial reporting,compliance and operations objectives are, in all material respects, operating efficiently and effectively; and

(iv) Subsequent to 30 June 2004, no changes or other matters have arisen that would have a material effect on theoperation of risk management and internal compliance and control systems of the Group.

CJ MorrisChief Executive Officer

TF HonanChief Financial Officer 14 September 2004


Statement of the CEO and CFO Computershare Limited


AUDIT OPINIONIn our opinion, the financial report of Computershare Limited:

– gives a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position ofComputershare Limited and the Computershare Limited Group (defined below) as at 30 June 2004, and of theirperformance for the year ended on that date, and

– is presented in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financialreporting requirements in Australia, and the Corporations Regulations 2001.

This opinion must be read in conjunction with the rest of our audit report.

SCOPE

The financial report and directors’ responsibilityThe financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors’ declaration for both Computershare Limited (the company) and the Computershare Limited Group (the consolidated entity), for the year ended 30 June 2004.The consolidated entity comprises both the company and the entities it controlled during that year.

The directors of the company are responsible for the preparation and true and fair presentation of the financial report inaccordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accountingrecords and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies andaccounting estimates inherent in the financial report.

AUDIT APPROACHWe conducted an independent audit in order to express an opinion to the members of the company. Our audit wasconducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether thefinancial report is free of material misstatement. The nature of an audit is influenced by factors such as the use ofprofessional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive ratherthan conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance withthe Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a viewwhich is consistent with our understanding of the company’s and the consolidated entity’s financial position, and of theirperformance as represented by the results of their operations and cash flows.


Independent Audit Report to the Members of Computershare Limited

PricewaterhouseCoopersABN 52 780 433 757

333 Collins StreetMELBOURNE VIC 3000GPO Box 1331LMELBOURNE VIC 3001DX 77 MelbourneAustraliawww.pwc.com/auTelephone +61 3 8603 1000Facsimile +61 3 8603 1999


We formed our audit opinion on the basis of these procedures, which included:

– examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financialreport, and

– assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significantaccounting estimates made by the directors.

When this audit report is included in an Annual Report, our procedures include reading the other information in the AnnualReport to determine whether it contains any material inconsistencies with the financial report.

While we considered the effectiveness of management’s internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Our audit did not involve an analysis of the prudence of business decisions made by directors or management.

INDEPENDENCEIn conducting our audit, we followed applicable independence requirements of Australian professional ethicalpronouncements and the Corporations Act 2001.

PricewaterhouseCoopers

Russell SuttonPartner MelbournePricewaterhouseCoopers 14 September 2004



This section contains additional information required by the Australian Stock Exchange Limited listing rules not disclosedelsewhere in this report.

SHAREHOLDINGS

Substantial Shareholders The following information is extracted from the Company’s Register of Substantial Shareholders.

Number of Name Date of notice to Company ordinary shares

Christopher John Morris 10 May 2004 55,712,042General Atlantic Partners 12 March 2003 53,000,705Schroder Investment Management 4 August 2004 40,481,597Anthony Norman Wales 14 September 2000 32,592,384

Class of shares and voting rightsAt 27 August 2004 there were 25,167 holders of ordinary shares in the Company. The voting rights attaching to the ordinaryshares, set out in clause 50 of the Company’s Constitution, are:

(a) every member may vote

(b) on a show of hands every member has one vote, and

(c) on a poll every member has:

(i) for each fully paid share held by the member, one vote; and

(ii) for each partly paid share held by the member, a fraction of a vote equivalent to the proportion that the amountpaid up bears to the total issue price of the share.

At 27 August 2004 there were 3,009 holders of reset preference shares in the company. The voting rights of resetpreference shares are one vote for each share, but voting rights are limited to matters affecting the rights of resetpreference shareholders.

At 27 August 2004 there were 12,088,053 options over ordinary shares issued to eligible employees at the discretion of theBoard. The options are generally exercisable 3 years after the date granted or earlier in the case of the employee’s death orretirement.

Distribution of shareholders of shares as at 27 August 2004

Size of holding Ordinary shareholders Reset preference shareholders

1 – 1,000 8,184 2,9401,001 – 5,000 13,263 625,001 – 10,000 3,513 610,001 and over 207 1

Total shareholders 25,167 3,009

There were 385 shareholders holding less than a marketable parcel of 141 ordinary shares at 27 August 2004.There were 4 shareholders holding less than a marketable parcel of 5 reset preference shares at 27 August 2004.


Shareholder Information


Twenty Largest Shareholders of ordinary shares as at 27August 2004

Ordinary sharesNumber %

National Nominees Limited 89,891,635 16.69Finico Pty Limited 43,712,042 8.12JP Morgan Nominees Australia 37,108,746 6.89Welas Pty Limited 32,592,384 6.05Westpac Custodian Nominees 31,261,431 5.80PJ Maclagan 16,627,525 3.09Cogent Nominees Pty Limited 11,597,544 2.15MJ O’Halloran 10,952,920 2.03 CPU Share Plans Pty Ltd 9,841,158 1.83 AMP Life Limited 9,782,170 1.82 Citicorp Nominees Pty Ltd 9,486,400 1.76CJ Morris 9,441,907 1.75Queensland Investment Corporation 8,667,110 1.61UBS Nominees Pty Ltd 6,829,584 1.27Computershare Clearing Pty Ltd 5,684,053 1.06ANZ Nominees Limited 4,461,676 0.83Suncorp Custodian Services Pty Ltd 4,294,662 0.80Australian Foundation Investment Company Limited 3,500,000 0.65RBC Global Services Australia Nominees Pty Limited 3,271,966 0.61GL Ryan 2,569,732 0.48

Total 351,574,645 65.29

Twenty Largest Shareholders of reset preference shares as at 27 August 2004

Reset preference sharesNumber %

Australian Foundation Investment Company Limited 174,602 14.83ARGO Investments Limited 73,164 6.21Djerriwarrh Investments Limited 67,000 5.69Comsec Nominees Pty Limited 50,720 4.31Warbont Nominees Pty Limited 39,712 3.37RBC Global Services Australia Nominees Pty Limited 34,486 2.93JB Were Capital Markets Limited 22,144 1.88Sandhurst Trustees Ltd 14,417 1.22Mirrabooka Investments Limited 13,000 1.10Westpac Financial Services Limited 11,000 0.93Lutovi Investments Pty Ltd 10,000 0.85Perpetual Trustees Consolidated Limited 8,818 0.75UBS Private Clients Australia Limited Pty Ltd 5,900 0.50ANZ Executors and Trustee Company Limited 5,688 0.48Equifast Nominees Pty Ltd 5,363 0.46Tower Trust Limited 5,098 0.43Computershare Clearing Pty Ltd 5,000 0.42Invia Custodian Pty Limited 5,000 0.42JF Edwards and JR Edwards 4,780 0.41Catholic Church Insurances Limited 4,450 0.38

Total 560,342 47.57




Office Locations ASIA/PACIFIC REGIONAUSTRALIA

MelbourneGlobal HeadquartersCOMPUTERSHARE LIMITEDYarra Falls452 Johnston StreetAbbotsford VIC 3067 AustraliaPO Box 103 Abbotsford VIC 3067 Australia

Telephone 61 3 9415 5000 Facsimile 61 3 9473 2500

COMPUTERSHARE INVESTORSERVICES PTY LIMITEDYarra Falls452 Johnston StreetAbbotsford VIC 3067GPO Box 2975Melbourne VIC 3001 Australia

Telephone 61 3 9415 4000Facsimile 61 3 9473 2500Investor enquiries 1300 850 505(for use within Australia only)

COMPUTERSHARE TECHNOLOGYSERVICES PTY LTD

Yarra Falls452 Johnston StreetAbbotsford VIC 3067 AustraliaPO Box 103 Abbotsford VIC 3067 Australia


COMPUTERSHARE PLANMANAGERS PTY LIMITEDYarra Falls452 Johnston StreetAbbotsford VIC 3067 AustraliaGPO Box 658 Melbourne VIC 3001 Australia


COMPUTERSHAREDOCUMENT SERVICES5 Westside AvenuePort Melbourne VIC 3207Australia

Telephone 61 3 9676 0444Facsimile 61 3 9646 9566

SydneyCOMPUTERSHARE INVESTORSERVICES PTY LIMITED Level 3/60 Carrington Street Sydney NSW 2000 Australia

GPO Box 7045 Sydney NSW 2001 Australia

Telephone 61 2 8234 5000 Facsimile 61 2 8234 5050Investor enquiries 1300 855 080(for use within Australia only)

COMPUTERSHARETECHNOLOGY SERVICES PTY LTDLevel 5/60 Carrington Street Sydney NSW 2000 Australia


COMPUTERSHAREANALYTICS PTY LIMITEDLevel 3/60 Carrington StreetSydney NSW 2000 Australia


COMPUTERSHARE PLANMANAGERS PTY LIMITEDLevel 3/60 Carrington StreetSydney NSW 2000 AustraliaGPO Box 1501Sydney NSW 2001 Australia


COMPUTERSHAREDOCUMENT SERVICES6 Hope StreetErmington NSW 2115 Australia


GEORGESON SHAREHOLDERCOMMUNICATIONSAUSTRALIA PTY LTDLevel 1, 190 George StreetSydney NSW 2000 Australia


PerthCOMPUTERSHARE INVESTORSERVICES PTY LIMITEDLevel 2 Reserve Bank Building 45 St George’s TerracePerth WA 6000 AustraliaGPO Box D182Perth WA 6840 Australia

Telephone 61 8 9323 2000Facsimile 61 8 9323 2033Investor enquiries 1300 557 010(for use within Australia only)

AdelaideCOMPUTERSHARE INVESTORSERVICES PTY LIMITEDLevel 5/115 Grenfell Street Adelaide SA 5000 AustraliaGPO Box 1903Adelaide SA 5001Australia


BrisbaneCOMPUTERSHARE INVESTORSERVICES PTY LIMITEDLevel 27 Central Plaza One 345 Queen Street Brisbane QLD 4000 AustraliaGPO Box 523Brisbane QLD 4001 Australia


HONG KONG COMPUTERSHARE HONGKONG INVESTOR SERVICESLIMITED46th floor Hopewell Centre 183 Queen’s Road East, Hong Kong Address effective of 6 Sept 04

Telephone 852 2862 8628Facsimile 852 2865 0990

NEW ZEALAND

AucklandCOMPUTERSHARE INVESTORSERVICES LTD Level 2 159 Hurstmere Road Takapuna North Shore CityPrivate Bag 92119 Auckland 1020 New Zealand

Telephone 64 9 488 8700Facsimile 64 9 488 8787Investor enquiries: 64 9 488 8777

PHILIPPINES

ManilaCOMPUTERSHARETECHNOLOGY SERVICESPHILIPPINES INC.22nd Floor, BPI Buendia CenterSen. Gil Puyat AvenueMakati City 1200 Philippines


INDIA

HyderabadKARVY COMPUTERSHAREPRIVATE LIMITED46, Avenue 4, Street No1,Banjara Hills, Hyderabad 500 034 India




NORTH AMERICAREGION USA

Chicago COMPUTERSHARE INVESTORSERVICES LLC 2 North LaSalle Street Chicago Illinois 60602


COMPUTERSHARE PLANMANAGERS2 North LaSalle Street Chicago Illinois 60602


COMPUTERSHARESECURITIES CORPORATION 2 North LaSalle Street Chicago Illinois 60602


COMPUTERSHARETECHNOLOGY SERVICES 2 North LaSalle Street Chicago Illinois 60602


COMPUTERSHAREDOCUMENT SERVICES7600 Grant Street Burr Ridge Illinois 60527


COMPUTERSHAREPEPPER2 North LaSalle StreetChicago Illinois 60602


Cleveland COMPUTERSHARE INVESTORSERVICES LLC 7550 Lucerne Drive, Suite 103, Cleveland, Ohio 44130


DallasCOMPUTERSHARE INVESTORSERVICES LLC 3020 Legacy Drive, Suite 100-307, Plano, Texas 75023


GoldenCOMPUTERSHARE TRUSTCOMPANY, INC.COMPUTERSHARE INVESTORSERVICES, LLC350 Indiana Street Golden Colorado 80401


COMPUTERSHARE PLANMANAGERS 350 Indiana Street Golden Colorado 80401


New York COMPUTERSHARE TRUST COMPANY OF NEW YORK Wall Street Plaza 88 Pine Street 19th Floor New York, NY 10005


GEORGESON SHAREHOLDERCOMMUNICATIONS INC. 17 State Street New York, NY 10004


GEORGESON SHAREHOLDERCOMMUNICATIONS INC. 219 Murray Hill Parkway East Rutherford, NJ 07073


SOURCE ONECOMMUNICATIONS, INC111 Commerce Road Carlstadt, NJ 07072


Rockville GEORGESON SHAREHOLDERANALYTICS N.A. INC. 4954 Wyaconda Road Rockville, Maryland 20852


EdisonCOMPUTERSHARE PLAN MANAGERS Raritan Plaza 3, 101 Fieldcrest Avenue Edison, NJ 08837


San FranciscoCOMPUTERSHARE INVESTORSERVICESOne Market – 36th FloorSan Francisco, CA 94105


TRANSCENTIVE, INC.One Market, Spear TowerSuite 3600San Francisco, CA 94105


SheltonTRANSCENTIVE, INC.Two Enterprise DriveShelton, CT 06484


CANADATorontoCOMPUTERSHARE TRUSTCOMPANY OF CANADA

COMPUTERSHARE INVESTORSERVICES INC.11th Floor 100 University Avenue Toronto, Ontario M5J 2Y1


COMPUTERSHAREDOCUMENT SERVICES88A East Beaver Creek RoadRichmond Hill, Ontario L4B 4A8


GEORGESON SHAREHOLDERCOMMUNICATIONS INC.66 Wellington Street WestTD Bank Tower, Suite 5210Toronto-Dominion Centre

PO Box 240Toronto, Ontario M5K 1J3


COMPUTERSHAREPEPPER11th Floor 100 University Avenue Toronto, Ontario M5J 2Y1


CalgaryCOMPUTERSHARE TRUSTCOMPANY OF CANADA

COMPUTERSHARE INVESTORSERVICES INC. Suite 600/530 8th Avenue SWCalgary, Alberta T2P 3S8


GEORGESON SHAREHOLDERCOMMUNICATIONS INC.Suite 600/530 8th Avenue SWCalgary, Alberta T2P 3S8


Halifax COMPUTERSHARE TRUSTCOMPANY OF CANADA

COMPUTERSHARE INVESTORSERVICES INC.Suite 501,1465 Brenton Street PO Box 36012 Halifax, Nova Scotia B3J 3S9


MontrealCOMPUTERSHARE TRUSTCOMPANY OF CANADA

COMPUTERSHARE INVESTOR SERVICES INC.Suite 700, 1500 University StreetMontreal, Quebec H3A 3S8




VancouverCOMPUTERSHARE TRUST COMPANY OF CANADA

COMPUTERSHARE INVESTORSERVICES INC.2nd Floor, 510 Burrard StreetVancouver, British Columbia V6C 3B9


Winnipeg COMPUTERSHARE TRUSTCOMPANY OF CANADA COMPUTERSHARE INVESTORSERVICES INC.1190-201 Portage AvenueWinnipeg, Manitoba R3B 3K6


EUROPE, MIDDLEEAST AND AFRICAREGION (EMEA)

UNITED KINGDOM

BristolCOMPUTERSHARE INVESTORSERVICES PLC

COMPUTERSHARE ANALYTICS (UK)LIMITED

COMPUTERSHARE DOCUMENTSERVICES LIMITED

COMPUTERSHARE TECHNOLOGYSERVICES (UK) LIMITED

COMPUTERSHARE PEPPER

PO Box 82 The PavilionsBridgwater Road BedminsterDown, Bristol BS99 7NH

Telephone 44 870 702 0003Facsimile 44 870 703 6101Email:[email protected]

Edinburgh COMPUTERSHARE INVESTORSERVICES PLC

COMPUTERSHARETECHNOLOGY SERVICES (UK)LIMITED

7 Lochside HouseEdinburgh ParkSouth GyleEdinburgh EH12 9DJ


London COMPUTERSHARE INVESTORSERVICES PLC

COMPUTERSHARETECHNOLOGY SERVICES (UK)LIMITED

COMPUTERSHARE ANALYTICS

COMPUTERSHARE LIMITED

GEORGESON SHAREHOLDERTRANSCENTIVE

2nd Floor, Vintners’ Place 68 Upper Thames Street London EC4V 3BJ


CHANNEL ISLANDS

Jersey COMPUTERSHARE INVESTORSERVICES (CHANNEL ISLANDS) LIMITEDPO Box 83 Ordnance House 31 Pier Road St Helier Jersey JE4 8PW Channel Islands

Telephone 44 1534 825 200Facsimile 44 1534 825 250 Email:[email protected]

GERMANY

MunichCOMPUTERSHARE GmbHCuvilliésstrasse 14a81679 Munich

Telephone 49 89 41 77 69 770Facsimile 49 89 41 77 69 779

PEPPER TECHNOLOGIESCuvilliésstrasse 14a81679 Munich

Telephone 49 89 41 77 69 0Facsimile 49 89 41 77 69 99

IRELAND

DublinCOMPUTERSHARE INVESTORSERVICES (IRELAND) LIMITED

COMPUTERSHARETECHNOLOGY (IRELAND)LIMITED

Heron House, Corrig Road, Sandyford Industrial Estate Dublin 18 Ireland

Telephone 353 1216 3100Facsimile 353 1216 3151Email: [email protected]

ITALYGSC PROXITALIA SpAVia Emilia 88-00187Roma


RUSSIA

Moscow THE NATIONAL REGISTRYCOMPANY6 Veresaeva StreetMoscow 121357 Russia


SOUTH AFRICA

Johannesburg COMPUTERSHARE SOUTHAFRICA (PROPRIETARY)LIMITED – HOLDINGCOMPANY

Computershare Limited(formerly ComputershareCustodial Services Ltd) with itsdivisions

INVESTOR SERVICES 70 Marshall StreetJohannesburg 2001 PO Box 61051 MarshalltownJohannesburg 2001


CUSTODIAL SERVICES 70 Marshall Street Johannesburg 2001 PO Box 62053 MarshalltownJohannesburg 2107

Telephone 27 11 370 5000Facsimile 27 11 688 7732Swift CSEVZAJJ Email:[email protected]

PLAN MANAGERS70 Marshall Street Johannesburg 2001 PO Box 61051 MarshalltownJohannesburg 2001

Telephone 27 11 370 5000Facsimile 27 11 688 7723Email: [email protected]

ANALYTICS70 Marshall Street Johannesburg 2001 PO Box 536 Auckland Park 2006


CST OUTSOURCING LIMITED (a joint venture company) PO Box 24 Newtown 2113



Directors Alexander Stuart Murdoch (Chairman) Christopher John Morris (Chief Executive Officer) Thomas Michael ButlerPhilip Daniel DeFeoWilliam E FordMarkus KerberPenelope Jane Maclagan Anthony Norman Wales

Company Secretaries Paul Xavier TobinMark Benjamin Davis

Registered OfficeYarra Falls452 Johnston StreetAbbotsford Victoria Australia 3067 Telephone +61 3 9415 5000Facsimile +61 3 9473 2500

Stock Exchange Listings AUSTRALIAN STOCK EXCHANGE LIMITED THE NEW ZEALAND STOCK EXCHANGE

Solicitors MINTER ELLISON Level 23, Rialto Towers 525 Collins Street Melbourne Victoria 3000

Auditors PRICEWATERHOUSE COOPERS333 Collins StreetMelbourne Victoria 3000

Share Registry COMPUTERSHARE INVESTOR SERVICES PTY LIMITEDYarra Falls452 Johnston StreetAbbotsford Victoria 3067 PO Box 103 Abbotsford Victoria Australia 3067 Telephone +61 3 9415 5087 Facsimile +61 3 9473 2500

Investor RelationsYarra Falls452 Johnston StreetAbbotsford Victoria 3067

Telephone + 61 3 9415 5000Facsimile + 61 3 9473 2426Email [email protected] www.computershare.com

BankersNATIONAL AUSTRALIA BANK LIMITED 500 Bourke Street Melbourne Victoria 3000

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED 530 Collins Street Melbourne Victoria 3000

THE ROYAL BANK OF SCOTLAND PLC Corporate and Institutional Banking135 BishopsgateLondonEC2M 3UR

CORPORATE DIRECTORY

Designed and printed by Computershare Document Services

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