COMPUTERSHARE LIMITED. — AGM Information 2008

Sep 25, 2008

certainty ingenuity advantage

COMPUTERSHARE NOTICE OF ANNUAL GENERAL MEETING

The 2008 Annual General Meeting of Computershare Limited (ABN 71 005 485 825)

Location: Conference Centre Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067 Date: Tuesday, 11 November 2008 Time: 10.00am

Notice of Annual General Meeting

The 2008 Annual General Meeting (AGM) of Computershare Limited (ABN 71 005 485 825) (Company) will be held on Tuesday, 11 November 2008 commencing at 10:00am at Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, Australia.

BUSINESS

1. Financial Statements and Reports

To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2008.

2. Remuneration Report

To consider, and if thought fi t, pass the following resolution as an ordinary resolution:

“That the Remuneration Report for the year ended 30 June 2008 is adopted.”

The vote on this resolution is advisory only and does not bind the Company or its directors.

3. Re-election of Mr A N Wales as a Director

To consider, and if thought fi t, pass the following resolution as an ordinary resolution:

“That Mr A N Wales, who retires from offi ce under clause 66 of the Company’s Constitution, is re-elected as a director of the Company.”

4. Re-election of Mr S D Jones as a Director

To consider, and if thought fi t, pass the following resolution as an ordinary resolution:

“That Mr S D Jones, who retires from offi ce under clause 66 of the Company’s Constitution, is re-elected as a director of the Company.”

5. Election of Mrs N P Withnall as a Director

To consider, and if thought fi t, pass the following resolution as an ordinary resolution:

“That Mrs N P Withnall, who retires from offi ce under clause 65 of the Company’s Constitution, is elected as a director of the Company.”

By Order of the Board

==> picture [109 x 45] intentionally omitted <==

D M Horsley Company Secretary 26 September 2008

2 > Computershare Annual General Meeting 2008

Explanatory Notes

These Explanatory Notes are included in and form part of the Notice of AGM dated 26 September 2008.

Item 1 – Financial Statements and Reports

• 1.1 The Corporations Act 2001 (Cth) (Corporations Act) requires the Financial Report, the Directors’ Report and the Auditor’s Report to be received and considered at the AGM.

• 1.2 While shareholders are not required to vote on these reports, shareholders will be given a reasonable opportunity at the AGM to ask questions about, or make comments on, the Reports. They will also be able to ask the Company’s auditor (or their representative) questions.

Item 2 – Remuneration Report

• 2.1 The Directors’ Report for the year ended 30 June 2008 contains a Remuneration Report, which sets out the policy for the remuneration of the directors and certain group executives of the Company and its subsidiaries.

• 2.2 The Corporations Act requires that a resolution be put to the vote of the Company’s shareholders that the Remuneration Report be adopted.

• 2.3 The Corporations Act expressly provides that the vote is advisory only and does not bind the directors or the Company.

• 2.4 Shareholders attending the AGM will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Item 3 – Re-election of Mr A N Wales as a Director

Reasons for retirement and presentation for re-election

Mr Wales retires in accordance with clause 66 of the Company’s Constitution (‘Retirement by Rotation’) and, being eligible, offers himself for re-election.

Professional experience

Set out below is an overview of Mr Wales’ professional background.

Name: Anthony Norman Wales FCA, FCIS Position: Non-Executive Director Age: 64 Independent: Yes

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

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 with operations in many countries. Of particular importance was Tony’s principal role in negotiations and the due diligence process for the Company’s major acquisitions.

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

Tony is Chairman of the Remuneration Committee and is a member of the Risk and Audit Committee and the Nomination Committee. He is based in Sydney.

Recommendation

The other directors unanimously support the re-election of Mr Wales.

3

Item 4 – Re-election of Mr S D Jones as a Director

Reasons for retirement and presentation for re-election

Mr Jones retires in accordance with clause 66 of the Company’s Constitution (‘Retirement by Rotation’) and, being eligible, offers himself for re-election.

Professional experience

Set out below is an overview of Mr Jones’ professional background.

Name: Simon David Jones MA(Oxon), ACA Position: Non-Executive Director Age: 52 Independent: Yes

Simon Jones was appointed to the Board on 10 November 2005 as a non-executive director.

Simon is a qualifi ed chartered accountant and is a principal of Canterbury Partners, a corporate advisory fi rm based in Melbourne. Simon has extensive corporate experience having previously held the positions of Managing Director – Victoria and private equity at N M Rothschild & Son and Managing Partner – Audit and Business Advisory Australasia at Arthur Andersen. He is currently a director of Melbourne IT Limited, Chairman of the Advisory Board of MAB Limited and Treasurer of the Melbourne International Arts Festival.

Simon is Chairman of the Risk and Audit Committee and is a member of the Remuneration Committee, Acquisitions Committee and the Nomination Committee. He is based in Melbourne.

Recommendation

The other directors unanimously support the re-election of Mr Jones.

Item 5 – Election of Mrs N P Withnall as a Director

Reasons for election

Mrs Withnall was appointed by the directors as an additional director on 1 July 2008. Under clause 65 of the Company’s Constitution (‘Additional and casual Directors’) she holds offi ce until the end of this AGM and, being eligible, presents herself for election.

Professional experience

Set out below is a summary of Mrs Withnall’s professional background.

Name: Nerolie Phyllis Withnall BA LLB FAICD Position: Non-Executive Director Age: 64 Independent: Yes

Nerolie Withnall was appointed to the Board as an additional independent non-executive director on 1 July 2008. A former Corporate Partner with Minter Ellison lawyers until 2000, Nerolie holds a range of directorships, including Hedley Leisure and Gaming Property Partners Limited, Campbell Brothers Limited, PanAust Limited and Alchemia Limited.

Nerolie was also Chairman of QM Technologies Limited from 2003 until its takeover by Computershare Communication Services Limited in March 2008.

She is Deputy President of the Australian Takeovers Panel, a member of the Australian Corporations and Markets Advisory Committee and of the Senate of the University of Queensland.

Nerolie is a member of the Remuneration Committee and the Nomination Committee.

Recommendation

The other directors unanimously support the election of Mrs Withnall.

4 > Computershare Annual General Meeting 2008

Information for Shareholders

1. Voting, Direct Votes and Proxy Votes

2. 1.1. A shareholder entitled to attend and vote at the AGM may vote by:

3. (a) attending the meeting in person;

4. (b) appointing a proxy representative or attorney to attend and vote at the meeting on their behalf; or

5. (c) lodging a valid notice of their voting intention by means of a direct vote.

6. 1.2 A shareholder may only vote by one of the methods listed in paragraph 1.1 above in respect of a share in the Company.

7. 1.3 Shareholders who do not plan to attend the AGM are encouraged to complete and return a voting form, or to register their direct vote or proxy electronically (see below). Shareholders may withdraw their direct vote or proxy, and attend and vote at the AGM, even if they have sent a voting form to the Company.

How to lodge a direct vote or appoint a proxy

• 1.4 A shareholder may lodge a direct vote or appoint a proxy by:

• (a) using the voting form provided with this Notice of AGM; or

• (b) using the electronic medium available at the Company’s website www.investorvote.com.au. Shareholders who use this medium will be taken to have signed or authenticated their voting form if it is submitted in accordance with the instructions given on the website.

Direct voting

• 1.5 A shareholder may lodge a direct vote by indicating on the voting form that they are casting their vote directly and then placing a mark in one of the boxes opposite each item of business on the voting form. All of the shareholder’s shares will be voted in accordance with such direction, unless the shareholder indicates that their direction is:

• (a) to vote only a portion of their votes on any item; or

• (b) to cast their votes in different ways on any item,

by inserting the number of shares in the appropriate box or boxes.

• 1.6 If a shareholder indicates that they are lodging their votes directly and then does not mark any of the boxes on a given item, no votes will be voted on that item.

• 1.7 If a shareholder indicates that they are lodging their votes directly and then marks more than one box on an item, their vote on that item will be invalid. If a shareholder inserts a number of shares in boxes on any item that in total exceed the number of shares that the shareholder holds as at the voting entitlement time, the shareholder’s vote on that item will be invalid, unless the shareholder inserted a number of shares in one box only on an item which exceeds the number of shares that they hold at that time, in which case it will be taken to be valid for the shares held at that time.

Appointing a proxy

• 1.8 A proxy:

• (a) need not be a shareholder of the Company; and

• (b) may be an individual or a body corporate.

• 1.9 A shareholder may direct their proxy how to vote by indicating on the voting form that they are appointing a proxy to vote on their behalf and then placing a mark in one of the boxes opposite each item of business on the voting form. All of the shareholder’s shares will be voted in accordance with such direction, unless the shareholder indicates that their proxy is:

• (a) to vote only a portion of their votes on any item; or

• (b) to cast their votes in different ways on any item,

by inserting the percentage or number of shares in the appropriate box or boxes.

• 1.10 If a shareholder appointing a proxy does not mark any of the boxes on a given item, the proxy may vote as the proxy chooses. If the shareholder does not direct the proxy regarding all of their votes on any item, the proxy may vote as the proxy chooses in respect of the undirected votes. If the shareholder directs the proxy to cast their votes in different ways on any item, the proxy must not vote on a show of hands in respect of that item, but may vote on a poll.

• 1.11 If a shareholder appointing a proxy marks more than one box on an item, their vote on that item will be invalid. If a shareholder inserts percentages or a number of shares in boxes on any item that in total exceed 100% or exceed the number of shares that the shareholder holds as at the voting entitlement time, the shareholder’s vote on that item will be invalid, unless the shareholder inserted a number of shares in one box only on an item which exceeds the number of shares that they hold at that time, in which case it will be taken to be valid for the shares held at that time.

5

• 1.12 If the shareholder is entitled to cast two or more votes, the shareholder has the right to appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If 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.

• 1.13 The Company’s Executive Chairman, Mr Morris, will chair the AGM and intends to vote all undirected proxies in favour of all of the resolutions. Similarly, all directors will vote undirected proxies in favour of all of the resolutions. If you wish to appoint the Executive Chairman or another director as your proxy, and you do not wish to direct them how to vote, please tick the appropriate box on the form.

Signing the voting form

• 1.14 If the shareholder is:

• (a) an individual – the voting form must be signed or otherwise authenticated by the shareholder or the shareholder’s attorney; or

• (b) a corporation – the voting form must be signed or otherwise authenticated in accordance with the Corporations Act or under the hand of an attorney.

• 1.15. Where two or more persons are registered as a shareholder, each person must sign or authenticate the voting form.

• 1.16 If the voting form is completed by an individual or a corporation under a power of attorney, that power of attorney must be provided to the Company together with the completed voting form, unless the Company has previously noted that power of attorney.

Lodging the voting form

• 1.17 To be effective, the voting form, together with any authority under which the voting form was signed and which has not already been provided to the Company, must be received by the Company’s share registry at its registered offi ce at 452 Johnston Street Abbotsford, Victoria, 3067, Australia by no later than 10:00am (Melbourne time) on Sunday, 9 November 2008. A shareholder who wishes to lodge their direct vote or appoint their proxy electronically through the Company’s website must do so by no later than 10:00am (Melbourne time) on Sunday, 9 November 2008.

• 1.18 Voting forms, together with any authority under which they were signed and which has not already been provided to the Company, may also be lodged by facsimile if received by no later than 10:00am (Melbourne time) on Sunday, 9 November 2008. The facsimile number for this purpose is +61 3 9473 2555.

Electronic voting

• 1.19 Electronic voting will again be used at this year’s AGM and, accordingly, the Executive Chairman intends to call a poll, by electronic means, on each resolution.

Share register

• 1.20 The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that for the purpose of the AGM (including voting), shares will be taken to be held by those persons recorded in the Company’s register as at 7:00pm (Melbourne time) on Sunday, 9 November 2008.

2. Corporate Representatives

• 2.1 Corporate shareholders and corporate proxies may appoint a representative in accordance with the Corporations Act.

• 2.2 The Company will require a certifi cate appointing the corporate representative. A form of certifi cate may be obtained from the Company’s share registry.

• 2.3 The certifi cate must be lodged with the Company before the AGM or at the registration desk on the day of the AGM before the AGM commences. The certifi cate will be retained by the Company. A corporate representative will not be permitted to attend the AGM unless the necessary certifi cate of appointment has been produced prior to admission.

6 > Computershare Annual General Meeting 2008

3. How to get to the AGM

3.1 Location

Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067. Entrance is via the Conference Centre.

==> picture [361 x 220] intentionally omitted <==

----- Start of picture text -----

Melway Ref 2D-B8
Victoria Park
Yarra Bend Park
Computershare
P Global Headquarters
Studley Park
B
FREEW
v
AY
A V
e
EASTERN
JOHNSTON STREET
GIPPS STREET
i
Victoria
Park
station
YARR
r
D
R
Y
a
a
STUDLEY PARK ROAD
rr
rr
a
Ya
River
R
Y
C
R
E
R
N
E
E
R
WALKER ST
NICHOLSON STREET
HODDLE STREET
CLARKE ST
S
T
----- End of picture text -----

3.2 Getting there

By train

The nearest train station is Victoria Park station, which is a ten minute walk from the Yarra Falls building. Victoria Park station is a stop on both the Epping and Hurstbridge lines.

By bus

Bus route numbers 200, 201, 205 and 207 stop outside the Yarra Falls building on Johnston Street.

By car

Car parking is generally available on Johnston Street and in the surrounding streets.

4. Registration

If you are attending the AGM, it will assist us with registration if you bring your personalised voting form.

7

Computershare uses Greenhouse Friendly[TM] ENVI Carbon Neutral Paper Envi Carbon Neutral Paper is an Australian Government certified Greenhouse Friendly[TM] Product.

CONSUMER