COMPUTERSHARE LIMITED. - AGM Information 2015

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Computershare Limited

MARKET ANNOUNCEMENT

ABN 71 005 485 825 Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067 Australia PO Box 103 Abbotsford Victoria 3067 Australia Telephone 61 3 9415 5000 Facsimile 61 3 9473 2500 www.computershare.com

Date:	11 November 2015
To:	Australian Securities Exchange
Subject:	Computershare Limited Annual General Meeting

Attached is the Chairman’s address and the CEO’s presentation being delivered to the Annual General Meeting at 10am today, 11 November 2015.

For further information contact:

Mr Darren Murphy Head of Treasury and Investor Relations Ph +61-3-9415-5102 [email protected]

About Computershare Limited (CPU)

Computershare (ASX: CPU) is a global market leader in transfer agency and share registration, employee equity plans, proxy solicitation and stakeholder communications. We also specialise in corporate trust, mortgage, bankruptcy, class action and utility administration, and a range of other diversified financial and governance services.

Founded in 1978, Computershare is renowned for its expertise in high integrity data management, high volume transaction processing and reconciliations, payments and stakeholder engagement. Many of the world’s leading organisations use us to streamline and maximise the value of relationships with their investors, employees, creditors and customers.

Computershare is represented in all major financial markets and has over 15,000 employees worldwide. For more information, visit www.computershare.com.

2015 ANNUAL GENERAL MEETING

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2015 ANNUAL GENERAL MEETING Chairman’s address Chris Morris

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Chairman’s address

Board changes

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Chris Morris will step down as Chairman at the conclusion of the meeting. Chris will remain on the Board as a director subject to his re-election at this meeting.

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Simon Jones, currently Lead Independent Director, has been appointed to the position of Chairman, effective from the conclusion of this meeting.

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Computershare’s history

1978

Founded in Melbourne, Australia

1994

Listed on ASX with a market cap of AUD 36 million

Transformed from bureau to full service offering > Initiated global expansion

1995-2000

Expanded product offering > Continued investor services market consolidation

2001-2005

Initiated move into business services > Continued global consolidation of employee plans

2006-2010

Completed transfer agency roll up > Continued expansion of employee plans > Entered mortgage servicing market > Commenced asset portfolio simplification

2011-2015

Key acquisitions

EY and KPMG registrars (AU)
RBS registry
Harris Bank registry
Montreal Trust registry and corporate trust
HK registry
US and AU employee plans businesses
Georgeson
Indian JV
Equiserve (US)
KCC Bankruptcy administration
HBOS plans business > QM Technologies Limited
BNYMellon Shareowner Services
SLS and HML mortgage servicers
Morgan Stanley European plans business > Serviceworks Group

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Computershare today

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Many of the world’s leading organisations use our services, including: 65% 77% 76% 60% 66% Canadian European Hang Seng ASX 20 DOW 30 ETF market Transfer Agent Index market

15,000+ employees

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USD 535 billion in dividend and interest payments

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Chairman elect Simon Jones - M.A. (Oxon), A.C.A.

Skills and experience

› Simon is a chartered accountant with extensive experience in investment advisory, valuations, mergers and acquisitions, public offerings, audit and venture capital. Simon is a Director of Canterbury Partners and was previously a Managing Director of N.M. Rothschild and Sons (Australia) and Head of Audit and Business Advisory (Australia & New Zealand) and Corporate Finance (Melbourne) at Arthur Andersen.

› Simon was appointed to the Computershare Board in November 2005 as a non-executive director. He has been a member of the Nomination Committee and the Acquisitions Committee, Acting Chairman of the Remuneration Committee and Chairman of the Risk and Audit Committee. Simon was last re-elected in 2014.

Other directorships and offices

› Chairman of Melbourne IT Limited (Director since 2003 and Chairman since 2009)
› Chairman of the Advisory Board of MAB Corporation Pty Ltd

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CPU share price performance vs. ASX 200

Chris Morris as Chairman

Chris Morris as CEO

November 2006 – November 2015

May 1994 (IPO date) – November 2006

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Changes to Board Committees

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Tiffany Fuller will replace Simon Jones as Chair of the Risk and Audit Committee

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Joe Velli will replace Nerolie Withnall as Chair of the Remuneration Committee

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Nerolie Withnall resigned as a director on 10 June 2015

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2015 ANNUAL GENERAL MEETING CEO’s address Stuart Irving

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Financials

FY2015 recap

TOTAL OPERATING REVENUE

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MANAGEMENT
EBITDA
Actual Constant
Constant
Currency
$554.1m
Currency
$569.1m
$2,051.8m up 2.5%
up 5.3%
up 1.4%
MANAGEMENT
EARNINGS PER
SHARE (EPS)
Constant
Currency
61.39 cents
Actual up 1.9%
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10 All figures are in USD

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Dividend

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DIVIDEND PER SHARE
FY2015 31
FY2014 29
FY2013 28
In AUD cents
FRANKING %
FY2015 22.6
FY2014 20
FY2013 20
%
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The franking credit % was increased from 20% for the interim dividend to 25% for the final dividend and continues to be affected by the significant level of group earnings contributed by non-Australian businesses

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FX translation impact

Management EPS – USD vs. AUD

› In all operating jurisdictions our revenue currency matches our cost currency
› Reporting in USD inherently reduces FX translation volatility, given material contribution of US businesses to the Group
› For Australian investors, AUD equivalent EPS remains key and the weaker AUD has driven an increase in this metric over recent years

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MGT EPS (USD) 1.0297 MGT EPS (AUD)
1
0.9139
100 100 0.8389
0.7230 0.8
80 80
0.6
60 60
0.4
40 40
76.53
71.31
65.92
60.24 59.82
54.85 55.33 53.27
0.2
20 20
0 0 0
FY13A FY14A FY15A FY16E FY13A FY14A FY15A FY16E
1 AUD to USD
Cents per share Cents per share
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*FY16 estimate is based upon guidance of around 7.5% reduction in USD EPS from FY15 and the YTD AUD/USD average exchange rate.

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FY2015 global achievements

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Corporate responsibility

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Our strengths

Leading market position in the provision of a range of non-discretionary services with high barriers to entry

Strong revenue profile with >70% of a recurring nature. Favourably disposed to a normalised rate environment

The leading global share registrar and share plans administrator, and only provider with a globally integrated market offering

High earnings to cash conversion ratio given low capital expenditure demands

Diverse and loyal customer base with many of the world’s leading organisations and brands choosing us. Our largest client represents < 2% of total revenue

History of maintaining a prudent financial position

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Group strategy and priorities Focus for FY2016

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Group strategy and priorities Driving operational quality and efficiency

Use measurement, benchmarking and technology to reduce costs

Invest in technology

Extract further benefits from global service model

Progress US property rationalisation project

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Group strategy and priorities US property rationalisation

Current Louisville migration - estimate of cost savings and one-off project costs to achieve

› Expected project costs - USD 85-90 million
› Expected annual cost savings - USD 25-30 million
› Anticipated payback period - circa three years

Key assumptions

› Cost savings will be progressively realised from FY2017 to FY2019, with all savings expected to be fully realised in FY2020
› One-off project costs to achieve benefits include the additional operating costs of dual processing, severance and capital expenditure for impacted US facilities together with the related technology requirements
› Ongoing evaluation of our US property options may impact the above with the potential for further upside
› Expected FY2016 post-tax management adjustment of USD 8-10 million

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Group strategy and priorities

Front office initiatives – driving organic growth

› We are taking our analytic measurement and expertise from our daily operations and applying it to our front office to accomplish the following:

Win new business

Defend and grow our existing business

Maintain and drive high levels of customer satisfaction and loyalty

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Group strategy and priorities

Capital management - Share buy-back

› The Company announced on 18 August 2015 an on-market buy-back having an aggregate value of up to AUD 140 million.
› As at 10 November 2015, the Company had acquired 4,234,040 shares for a total consideration of AUD 44,303,126 at an average price of AUD 10.46 per share.
› Looking ahead, we intend to maintain our gearing level such that net debt/EBITDA is between 1.75x – 2.25x (excluding the non-recourse SLS advance facility debt), with flexibility to temporarily go above this range to take advantage of compelling investment opportunities. We will consider capital management to maintain leverage within this target band.

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Group strategy and priorities Simplifying and improving asset portfolio

In June 2015 ConnectNow, part of the Serviceworks group of assets, was sold

Post 30 June 2015 the Company sold the Russian business and VEM, a German Corporate Actions Bank

In August 2015 the Company announced the acquisition of Gilardi & Co, a class actions claims administrator in the United States

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Group strategy and priorities Improving asset portfolio – Gilardi & Co acquisition

In line with our re-evaluated acquisition criteria and thresholds, the Gilardi acquisition demonstrates:

Substantial alignment with Computershare’s core competencies

Strong anticipated return on invested capital

A growing market with North American focus

Securities and anti-trust class action administration expertise complements Computershare’s existing suite of solutions

Scalable business providing the opportunity for revenue and cost synergies

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Guidance

Outlook

› In August 2015 we said that we expected the Group’s underlying business performance to be broadly similar to FY2015 but we anticipated Management EPS would be around 7.5% lower than FY2015 primarily due to the dual effects of the stronger USD and lower yields on client balances. We reiterate our August guidance.

› This assessment of the outlook assumes that equity, foreign exchange and interest rate markets remain at current levels and that FY2016 corporate action activity is similar to FY2015, and is also subject to the important notice on slide 24 regarding forward looking statements.

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Important Notice

Forward looking statements

› This announcement may include 'forward-looking statements'. Such statements can generally be identified by the use of words such as 'may', 'will', 'expect', 'intend', 'plan', 'estimate', 'anticipate', 'believe', 'continue', 'objectives', 'outlook', 'guidance' and similar expressions. Indications of plans, strategies, management objectives, sales and financial performance are also forward-looking statements.

› Such statements are not guarantees of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Computershare. Actual results, performance or achievements may vary materially from any forward-looking statements. Readers are cautioned not to place undue reliance on forwardlooking statements, which are current only as at the date of this announcement.

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COMPUTERSHARE LIMITED. AGM Information 2015

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