COMPUTERSHARE LIMITED. — AGM Information 2003

Sep 30, 2003

Computershare Limited ABN 71 005 485 825 Registered Office: 18-62 Trenerry Crescent Abbotsford, Victoria 3067 Australia

Notice is hereby given that the Annual General Meeting of Computershare Limited (ABN 71 005 485 825) will be held on Tuesday 11 November 2003 commencing at 10:00am at Cinema 2, The Australian Centre For The Moving Image, Federation Square, Flinders Street, Melbourne, Victoria, Australia.

NOTICE OF ANNUAL GENERAL MEETING

BUSINESS

1. Chairman's address and the presentation by the Chief Executive Officer

$\overline{2}$ . Financial statements and reports

Consideration of the annual Financial Report, Directors' Report, and Auditor's Report for the year ended 30 June 2003.

Re-election and election of directors 3.

To re-elect and elect the following directors of the Company:

• $(a)$ Ms P J Maclagan;
• $(b)$ Mr A N Wales;
• $(c)$ Mr T Butler; and
• Mr W E Ford. $(d)$

Non-Executive Directors' remuneration 4.

To consider and if thought fit pass the following resolution:

"That the maximum annual amount of directors' remuneration available to be paid to all non-executive directors in aggregate be increased by \$250,000 from \$500,000 to \$750,000."

5. Other business

To transact any other business that may be legally brought forward.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on Resolution 4 (Non-Executive Directors' remuneration) by any director of the Company and any of their associates. However, the Company need not disregard a vote if:

• $(a)$ it is cast by a director as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy $(b)$ for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

By Order of the Board

P X Tobin Company Secretary Melbourne, Australia 25 September 2003

EXPLANATORY NOTES

THESE EXPLANATORY NOTES FORM PART OF THE NOTICE OF MEETING

Financial statements and reports

The Australian Corporations Act 2001 requires the Directors' Report, Financial Report and the Audit Report to be received and considered at the meeting.

The Corporations Act does not require shareholders to vote on the Reports. However, shareholders will be given a reasonable opportunity to raise questions on the Reports at the meeting.

Re-election and election of directors

Under Rule 65 of the Company's Constitution, at each annual general meeting, at least two directors (excluding the Managing Director and directors appointed since the last Annual General Meeting) must retire from office. The directors retire by rotation, with the directors who have been longest in office since being appointed or re-appointed being the directors who must resign in any vear. The Constitution and ASX Listing Rule 14.4 provides that no director may be in office for longer than 3 years without facing re-election. Each director is entitled to offer themselves for re-election as a director at the Annual General Meeting which coincides with their retirement.

Mr P J Griffin, who has served the Company as a director since its initial public listing, is due to retire by rotation and is not seeking re-election.

Ms P J Maclagan is due to retire by rotation in accordance with the Company's Constitution and, being eligible, presents herself for re-election.

Mr A N Wales, Mr A S Murdoch and Mr P D DeFeo were each elected or re-elected as a director on 7 November 2002 and therefore one of them, which may be determined among themselves in accordance with Rule 65.2(b), must retire by rotation. In this regard, Mr A N Wales has agreed to retire by rotation and in accordance with the Company's Constitution and, being eligible, presents himself for re-election.

Under Rule 63 of the Company's Constitution and ASX Listing Rule 14.4, a director appointed either to fill a casual vacancy or as an additional director holds office until the next Annual General Meeting, and is then eligible for election. Accordingly, Mr T Butler and Mr W E Ford retire in accordance with Rule 63 and offer themselves for election.

Set out below are the details in relation to the directors standing for re-election and election:

Penelope Jane Maclagan BSc (Hons), Dip Ed

Penny joined the Company in 1983 and was appointed to the Board as an executive director in May 1995. In her role as Managing Director of Computershare Technology Services, Penny is responsible for planning, developing and

executing technology across the world in support of the Company's global strategy. Throughout her career with the Company, Penny has been involved with all aspects of technology support and development. Her detailed understanding of the Company's proprietary technology. and of the global securities industry and processing infrastructure, has greatly contributed to the establishment of the Company's competitive advantage in the global marketplace. Penny is a member of the Nomination Committee. Penny is based in Melbourne.

Mr Anthony Norman Wales FCA, FCIS

Tony has been involved with the Company since 1981 and was appointed Executive (Finance) Director in 1990. On 30 September 2001, Tony relinquished his executive responsibilities and remained on the Board as a non-

executive director. During his time as Finance Director, Tony was instrumental in much of the strategic expansion of the group from its days as a small Australian provider of bureau services to one of Australia's largest and most successful technology companies, spread throughout eight countries. Of particular importance was Tony's major role in negotiations and in the due diligence process for all of the company's major acquisitions. Tony continues to be actively involved with the company and regularly attends and participates in senior executive meetings. His background, experience and understanding of the company and international markets are valued highly by both the Board and senior management. Tony is a director of Midware Limited and is Chairman of the Audit Committee and a member of the Nomination Committee. Tony is based in Sydney.

Mr Thomas Michael Butler BSc. MBA

Tom joined the Board of the Company on 15 May 2003 as a non-executive director. Tom has had an impressive career that has had its focus in information technology in the United Kingdom and Europe. Operating at the highest level

he has demonstrated prodigious skills in both strategic positioning and in business management. Tom's experience is wholly relevant to Computershare and will bring added depth to the Board. Tom has an MBA from Strathclyde University and a BSc from Glasgow University. He has been a Council Member of the Confederation of British Industry and is a member of the Institute of Mechanical Engineers. Tom is also the Chairman of RebusHR and is a member of the Nomination Committee. Tom is based in London.

Mr William E Ford MBA (Stanford, USA), BA Economics (Amherst College, USA)

Bill joined the Board of the Company in January 2003 as a non-executive director. He is a General Partner at General Atlantic Partners, LLC, a worldwide private equity firm,

where he has worked since 1991. Bill brings an extensive understanding of the financial markets and has specific expertise in the finance and consumer sectors. He is currently a director of several public companies including Chordiant Software, Critical Path and Soundview Technology Group. From 1987 to 1991, Bill worked at Morgan Stanley & Company as an investment banker. He was a member of the mergers and acquisitions and corporate finance departments where he worked with the firm's technology clients. He is active in a number of educational and not-for-profit institutions. Bill is a member of the Board of Trustees of Amherst College, the Spence School, the Echoing Green Foundation, Common Ground Community, the United Hospital Fund and NYC2012. He received a BA in Economics from Amherst College in 1983 and an MBA from the Stanford Graduate School of Business in 1987. Bill is a member of the Nomination Committee and is based in New York.

Non-Executive Directors' remuneration

The current level of total remuneration for all non-executive directors is capped at \$500,000 per annum, of which \$455,100 was paid in fiscal year 2003. Since the last Annual General Meeting the number of non-executive directors has increased from four to six. While Mr Griffin will be retiring at the Annual General Meeting, it is contemplated that he may be replaced by an additional non-executive director. To enable the existing non-executive directors to be paid their proposed 2004 remuneration in accordance with the amounts set out in the table below and provide the scope for further Board appointments, it is proposed that the amount that the Company may pay to its non-executive directors as a group be increased by \$250,000, from \$500,000 to \$750,000.

The Company seeks shareholder approval of this increase by way of ordinary resolution in accordance with Rule 68 of the Constitution and ASX Listing Rule 10.17.

Name of non-executive director	Proposed non-executive directors' remuneration for financial vear ending 30 June 2004
A S Murdoch	\$126,500
A N Wales	\$82,500
P D DeFeo	\$115,000 (USD 75,000)
T M Butler	\$100,000 (GBP 40,000)
P J Griffin	\$27.500
W E Ford	\$0
Potential additional director(s)	\$100,000 per director

Board Recommendation

The Board of the Company recommend that shareholders vote in favour of all of the resolutions being put at the meeting.

INFORMATION FOR SHAREHOLDERS

THIS INFORMATION FORMS PART OF THE NOTICE OF MEETING

Voting and Proxy Votes

• A shareholder entitled to attend and vote at the $1₁$ Meeting has the right to appoint one or, if the shareholder is entitled to cast two or more votes, two proxies.
• A shareholder wishing to appoint a proxy may use 2. the form provided with this Notice of Meeting. Alternatively, a shareholder may appoint a proxy by the electronic medium available at the Company's website www.computershare.com.
• A proxy need not be a shareholder of the Company. 3.
• A shareholder who is entitled to cast two or more $\overline{4}$ . votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, each proxy may exercise one half of the shareholder's votes. If the shareholder appoints two proxies, neither proxy may vote on a show of hands.
• 1. A shareholder may direct their proxy how to vote by placing a mark in one of the boxes opposite each item of business. All of the shareholder's securities will be voted in accordance with such direction. If a shareholder marks more than one box on an item, their vote on that item will be invalid.
• 1. A proxy form must be signed by the shareholder or the shareholder's attorney and if the proxy appointer is a corporation, then it must be signed in accordance with the Corporations Act or under the hand of an attorney. Where two or more persons are registered as a shareholder, each person must sign the proxy form.
• 1. If the proxy form is completed by an individual or a corporation under Power of Attorney, the Power of Attorney under which the form is signed must accompany the completed proxy form unless the Power of Attorney has previously been noted by the Company.
• 1. To be effective, the proxy form (together with any associated documentation - see note 7 above) must be received by the share registry of the Company at its registered office at 18-62 Trenerry Crescent Abbotsford, Victoria 3067 Australia by no later than 10.00am (Melbourne time) on Sunday 9 November 2003.

Proxies may also be lodged by facsimile if received by the same time. The facsimile number for this purpose is +61 3 9235 5600.

Shareholders are also able to vote electronically by accessing the website www.computershare.com. At the website, shareholders will be able to view an electronic version of the proxy form, which will accept votes and register them accordingly. A shareholder who wishes to use this medium must register their votes by no later than 10.00am (Melbourne time) on Sunday 9 November 2003.

• 1. The Company has determined in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that for the purposes of the Meeting (including voting), shares will be taken to be held by those persons recorded in the Company's register as at 10.00am (Melbourne time) on Sunday 9 November 2003.
• Shareholders who do not plan to attend the meeting $10₁$ are encouraged to complete and return a proxy form. The sending of a proxy form will not prevent a shareholder from attending and voting at the meeting. Shareholders who do attend the meeting, have the opportunity to withdraw their proxy.

Corporate representatives

A corporation may appoint a representative in accordance with the Corporations Act in which case the Company will require a certificate of appointment of corporate representative. The certificate must be lodged with the Company before the meeting or at the registration desk on the day of the meeting. The certificate will be retained by the Company. A representative of a corporation will not be permitted to attend the meeting unless the necessary certificate of appointment has been produced prior to admission. A form of certificate may be obtained from the Company's share registry.

Delayed web cast of Chairman's Address and the presentation by the Chief Executive Officer

For those shareholders who are unable to attend the Annual General Meeting, please note that the Chairman's Address and the presentation by the Managing Director and Chief Executive Officer will be able to be viewed on the Company's website www.computershare.com shortly after the meeting for a period of several weeks.

Computershare