COMPUTERSHARE LIMITED. — AGM Information 2019

Nov 12, 2019

COMPUTERSHARE 2019 ANNUAL GENERAL MEETING

13 November 2019

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2019 ANNUAL GENERAL MEETING

Chairman’s address

Simon Jones

Chairman

13 November 2019

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Executive summary Management results

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EPS

Revenue EBITDA EPS $2,411.4m 4.8% $685.9m 10.2% 71.46 cents 12.8%

FY19 Management EPS increased by 12.8% with improved performances from all major business lines; margin income gains and a reduced tax rate.

Management results are expressed in constant currency. Constant currency equals FY19 results translated to USD at FY18 average exchange rates. All figures in this presentation are presented in USD millions, unless otherwise stated.

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Long term shareholder returns

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Free cash flow
$3.4bn generated
450
400
350
300
250
200
150
100
50
0
FY10 11 12 13 14 15 16 17 18 FY19
USD m
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Dividend per share $1.7bn distributions paid

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50
45
40
35
30
25
20
15
10
5
0
FY10 11 12 13 14 15 16 17 18 FY19
AUD cents
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Free cash flow excludes SLS advances. 4 Numbers at Actual fx rates

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Corporate Responsibility

Community

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Raised for Change A Life Donated to our since launch projects in FY19

Our global charity: World Youth International – Nepal

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Trek Nepal 2018

Trek Nepal 2019

Focus for FY20

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Run another successful Trek Nepal and raise at least AUD 150,000

Review our selected local charities to ensure they are meeting our expectations Increase global employee participation in Change A Life to 10%

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Corporate Responsibility

Sustainability

In the 1970s, Computershare pioneered electronic platforms for managing share registers. Forty years later, all our global businesses continue to champion the use of innovative technology to enable our clients to reduce the environmental footprint of their own activities.

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Focus for FY2020

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Continue the work achieved so far with our Green Office Challenge 9 staff initiatives and roll out the 10[th] Challenge

Work towards eliminating as much single-use plastic as possible in Computershare offices

Further focus on Green IT to reduce our carbon footprint

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2019 ANNUAL GENERAL MEETING

CEO’s address

Stuart Irving

Chief Executive Officer and President

13 November 2019

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Enhancing the AGM

Global business presentations

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Naz Sarkar Issuer Services

Stuart Swartz Corporate Trust

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Francis Catterall Nick Oldfield Employee Share Mortgage Services Plans

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Quality recurring revenues and consistent high returns

10 year track record: Recurring revenue CAGR 8.4%, EBITDA margin 27.5%[] , ROE 26.9%[]

0 500 1,000 1,500 2,000 2,500 3,000 3,500 Total Revenue USD m	875 1,004 1,273 1,458 1,517 1,522 1,500 1,649 1,772 1,815 745 615 546 567 506 454 474 465 529 542 1,620 1,619 1,819 2,025 2,023 1,976 1,974 2,114 2,301 2,357 0% 5% 10% 15% 20% 25% 30% FY10 11 12 13 14 15 16 17 18 FY19 EBITDA margin/ROE % Recurring Non recurring EBITDA Margin ROE

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Based on 10 year average 9 Numbers at actual fx rates

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Key messages

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Designing and investing in long-term growth strategies Enhancing growth engines, improving efficiencies, expanding the moats New global product aligned management structure to position for next growth stage Focus on new product development and evolving customer needs Disciplined execution of key priorities drives performance Generating strong free cash flow to self-fund growth and shareholder returns

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FY19 key priorities – execution scorecard Disciplined execution drives growth and profitability

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PROGRESS RESULT PROGRESS RESULT
1. INVEST IN 4. TRANSITION
THE FUTURE OF TO GLOBAL Shift from regional structure to
Equatex acquired, technology
OUR PLANS BUSINESS improve customer focus and
integration underway,
BUSINESS customer service enhanced LINES strategic planning for new
growth opportunities
PROGRESS RESULT PROGRESS RESULT
2. EXECUTE OUR 5. EXPAND OUR
MORTGAGE Develop a new 5 year plan for GLOBAL
SERVICES the combined global business SERVICE MODEL Optimise Shared Services to
drive efficiencies and best
STRATEGIC with ongoing growth in the US. STRATEGY
PLANS Migrate UK 3rd party loans to practice. Build capabilities in
optimum locations
CPU's platform
PROGRESS RESULT PROGRESS RESULT
3. RETURN 6. PROGRESS
ISSUER Drive organic growth through OUR STAGE Drive digitisation and leverage
SERVICES TO new services to clients and 1, 2 & 3 data to improve operational
ORGANIC shareholders with a seamless EFFICIENCY processes and enhanced
GROWTH approach to front office and INITIATIVES customer services
new product development
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FY20 outlook - affirmed

• In August, we said that we expect Management EPS for FY20 to be down around 5% in constant currency: outlook affirmed

• Operating performance year to date is in line with expectations

  • › Mortgage Services and Employee Share Plans are performing ahead of plan

  • › Corporate actions and margin income are modestly weaker than expected

• Refer to August presentation for guidance assumptions – to be updated at the 1H FY20 results

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2019 ANNUAL GENERAL MEETING

Issuer Services

Naz Sarkar

Global Head of Issuer Services

13 November 2019

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The strength of our current Issuer Services business Issuer Services has scope for long term growth

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Corporate Actions Georgeson
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Register Maintenance
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Fund Proxy Services (US only)

Governance Services

$951m of an estimated $2.13bn total in chosen markets (45%)

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14 Management estimates based on FY19 Revenues at actual fx rates

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High quality earnings and margin improvement Long-term EBITDA margin 27.3%

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33.7%
2,000 35%
31.8%
30.8%
1,800 29.1% 28.8% 29.1%
27.7% 30%
1,600
1,400 23.0% 25%
20.7%
1,200 18.7%
20%
1,000 1,030 982 1,024 1,079 1,056 1,010 946 974 951 15%
800 909
600
10%
400
5%
200 317 286 243 280 272 264 309 320
212 202
- 0%
FY10 11 12 13 14 15 16 17 18 FY19
Revenue EBITDA EBITDA Margin
USD m
EBITDA margin %
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Numbers at actual fx rates

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Large and complementary growth opportunities – leveraging the core Adjacent markets estimated to be $3bn+

		• New private market wins
Private Markets		• Continuing to improve our
	(Addressable	offer
market* - $1bn)		• New dedicated management
Registered Agent Services (Addressable market - $1bn to $1.2bn) Governance Services (Addressable market - $1bn)		team • New registered agent wins • New sales and management focus • Investing in new leadership team • New Governance Services wins • Building new service options

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16 * Management estimates

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Executing on our plan Investing in revitalised front office and product development

Building on Significant Governance new wins Services

Market structure changes

Operational transformation

• › Prepared for Brexit

• › GEMS – world leading entity management software

• › New Global Issuer innovation capability in place

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• › Actively engaged in proposed AU market structure changes

• “Computershare was the right fit for Microsoft. They have technology solutions for us and our investors, a wide range of issuer services and a great team of experienced people”

• › New managed service offer

• › Implementing next phase of global operations transformation

• › New expert advisory capability

Microsoft Investor Relations

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2019 ANNUAL GENERAL MEETING

Corporate Trust

Stuart Swartz

Global Head of Business Services

13 November 2019

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Corporate Trust Introduction

Corporate Trust is a federation of products, however, many of these products require similar platforms, processes and knowledge.

Registry Maintenance

Disbursement and Tax Reporting

Debt, exempt market securities, asset backed securities, warrants and subscription receipt investment classes

Principal and interest payments to investors and public-private partnerships

Custodian and Fiduciary Services

Escrow Agent

Cash, securities, and financial intermediary for the Quebec Immigrant Investor Program

Cash, securities, source codes, documents and other assets

Paying Agent

Trustee Services

Paying and fiscal agent for debt securities and warrant conversions

Issuer trustee, indenture trustee, voting trusts, charitable trusts, reclamation trusts, royalty trusts, mineral trusts, diversified trusts and registered plan trusts

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Corporate Trust products

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Debt Trustee Services
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Trustee Services
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A trustee holds or manages cash, assets or a property title for a beneficiary. Our trustee services include acting as a security, account and insurance trustee, and we act on behalf of banks, creditors and borrowers. As broker registered product trustee (in Canada), we also act for registered savings plans.

A debt trustee is a financial institution with trust powers, such as a commercial bank or trust company, that is given fiduciary powers by a bond issuer to enforce the terms of a trust indenture.

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Escrow Services
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Paying Agent Services
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An escrow agreement is a contract between two parties whereby they agree that Computershare Corporate Trust (as an independent third party) should hold an asset on their behalf until their transaction is completed. Money, securities, funds and titles to real estate can all be held in escrow.

A paying agent acts under an agreement entered into with an issuer of debt securities. The agreement specifies the mechanics of issuing and paying principal and interest on the debt securities. We act as a paying agent for global one-time and/or intermittent payments.

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Warrant Services
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Public-Private Partnerships
(P3)
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We act as the financial institution that holds collateral on behalf of the lenders as security for the borrower's obligations under the loan agreement.

A warrant is a security that entitles the holder to buy the underlying stock of the issuing company at a an exercise (fixed) price until the expiry date. We hold the warrants, facilitate the exercises and hold warrant holder meetings.

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Securitisation Services
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Securitisation is the financial practice of pooling contractual debt such as mortgages, loans or credit card debt and selling their cash flows to third party investors as securities. Investors are repaid from the principal and interest collected from the underlying debt.

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Oil and Gas Royalties
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A royalty trust is a type of trust created to act as the owner of the mineral rights to wells, mines and similar properties. It exists only to pass income generated from the sale of the property's assets (gold, oil, etc.) to unit holders. Corporate Trust is appointed as trustee or agent under Royalty Trusts (a.k.a. Gross Royalty Trusts), Mineral Trusts, Diversified Trusts and Net Royalty Interests.

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Private Capital Solutions (PCS)
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A bundled service offering where we are appointed to act as trustee, registrar and custodian of accounts holding private issuer and exempt market securities.

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Corporate Trust financial summary Delivering quality revenue growth

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120
113
100
105
101
91 91
89
80
81 82
78
69
60
40
20
0
FY10 11 12 13 14 15 16 17 18 FY19
CAD m
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Corporate Trust growth strategy Expand, innovate and acquire

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2 New products and services

1 Global expansion

Introducing complementary services to enable growth of core strengths i.e. record keeping and fiduciary services.

Expanding geographical footprint of products and services to enable globalisation of services.

• › Develop further corporate trust offerings in Hong Kong

• › Bank of Canada emergency lending title custodian services

• › Increase corporate trust market share in US

• › Administrative agency services

• › New offerings in the US (e.g. securitisation)

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3 Inorganic opportunities
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Developing and assessing opportunities to enhance scale and technologies.

Exploring adjacent markets which have a similar market structure and where we can benefit from synergies from both existing Corporate Trust and Computershare footprint and scale.

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2019 ANNUAL GENERAL MEETING

Employee Share Plans

Francis Catterall

Global Head of Employee Share Plans

13 November 2019

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A strong global franchise

We are globally recognised experts in Employee Share Plans

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Leading global franchise that has high barriers to entry and brings advantage

A large and diverse book with significant Assets Under Administration (AUA) = greater equity market resilience and latent earnings potential

Equatex performing well Client feedback positive Integration on track Synergies reaffirmed

Regionally structured, repositioning to global model while managing complex regulatory environments

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Across 24 exchanges $157bn AUA

Operating in 17 countries

Serving participants from 170 countries

Transacting in 135 currencies

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4.8m
participants
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1,531
clients
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$289m
revenue
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Positioned for growth Resilient core revenues with optionality

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350 26.5%
20.1% 20.1% 18.6% 19.6% 17.5% 19.6%
300 16.0%
13.9%
10.9% 16
250
42
35
17
52 30 17
200
39
150
27
273
100 15 185 217 213 193 204 212
159
130
50 105
0
FY10 11 12 13 14 15 16 17 18 FY19
Fee Revenue Margin Income EBITDA Margin ex Margin Income
USD m
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Growth strategies and execution priorities

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Revenue
growth
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Increase revenue per client

• › Increase revenue per client by providing additional products and services - Positive EMEA momentum

• › Build deeper engagement with multinational organisations on the back of a global offering - Ongoing

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Margin
expansion
Service
quality
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Maximise benefit from Equatex

• › Complete the integration of Equatex in Europe - On track

• › Deliver the $30m in cost synergies and pursue additional revenue synergies - Reaffirmed

• › Commence deployment of the upgraded toolkit to other regions - Preparations underway

Grow market share

• › Win more clients, leveraging our data, enhanced toolkit and proven service culture - Better retention, more wins in EMEA, continued growth in Asia

• › Growth expected to accelerate after the deployment of the upgraded toolkit

Align under a global management model

• › Move to best practice in all markets and streamline operational processes - In train

• › Harness our volume of transactions to drive more efficient partner relationships (brokerage, FX) - Commenced

• › Moving to a single global product team to enhance innovation and speed to market - Commenced

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2019 ANNUAL GENERAL MEETING

Mortgage Services

Nick Oldfield

Global Head of Mortgage Services

13 November 2019

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The mortgage lifecycle

We support all aspects of the mortgage lifecycle

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Mortgage Services financial summary US organic growth and UKAR contribution

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700
600
615
560
500
497
400
300
315
248
200
100 124.5 135.1
74.0
30.0 39.4
0
FY15 16 17 18 FY19
Revenue EBITDA
USD m
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Numbers at actual fx rates

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US growth plan

Continuing to build our portfolio in a steady, disciplined manner

Targeting $150bn UPB in FY24

Delivery channels

Key initiatives

Co-issue expansion Recapture Fulfilment channel New sales focus

We are building out a capital light servicing model with an investor partner.

At 30 September 2019 the portfolio was as follows:

UPB $bn	Performing	Non-performing	Total
Owned	23.0	10.1	33.1
Part-owned	19.5	19.2	38.7
Sub-serviced	23.0	14.5	37.5
Total	65.5	43.8	109.3

This will enable us to:

• a) Reduce our ongoing capital requirements;

• b) Transform owned MSR servicing into a contractual sub-servicing arrangement; and

New mortgage co-operative HELOCs & Government Loans

• c) Reduce our prepayment risk.

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Execution priorities

Delivering to plan
Grow our US non-servicing revenue lines Buoyant origination/re-fi market and strong recovery collections in Q1					On track
Improve our US margins Clear improvement over FY19					On track
Restructure UK business Beginning to deliver the $50m* of cost-out; $6m delivered to date					On track
Secure new servicing flows in US Portfolio growth to $109bn at end Q1					On track
Complete UKAR asset migration $15bn in assets migrated YTD; $14bn remaining and on track to migrate by May 2020					On track
Build out our network Progress expected in 2H FY20					Underway

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*As announced at May 2019 Investor Day

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Important notice

Summary information

• › This announcement contains summary information about Computershare and its activities current as at the date of this announcement.

• › This announcement is for information purposes only and is not a prospectus or product disclosure statement, financial product or investment advice or a recommendation to acquire Computershare’s shares or other securities. It has been prepared without taking into account the objectives, financial situation or needs of a particular investor or a potential investor. Before making an investment decision, a prospective investor should consider the appropriateness of this information having regard to his or her own objectives, financial situation and needs and seek specialist professional advice.

Financial data

• › Management results are used, along with other measures, to assess operating business performance. The company believes that exclusion of certain items permits better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance.

• › Management adjustments are made on the same basis as in prior years.

• › The non-IFRS financial information contained within this document has not been reviewed or audited in accordance with Australian Auditing Standards.

• › All amounts are in United States dollars, unless otherwise stated.

Past performance

• › Computershare’s past performance, including past share price performance and financial information given in this announcement is given for illustrative purposes only and does not give an indication or guarantee of future performance.

Future performance and forward-looking statements

• › This announcement may contain forward-looking statements regarding Computershare’s intent, belief or current expectations with respect to Computershare’s business and operations, market conditions, results of operations and financial condition, specific provisions and risk management practices.

• › When used in this announcement, the words ‘may’, ‘will’, ‘expect’, ‘intend’, ‘plan’, ‘estimate’, ‘anticipate’, ‘believe’, ‘continue’, ‘should’, ‘could’, ‘objectives’, ‘outlook’, ‘guidance’ and similar expressions, are intended to identify forward-looking statements. Indications of, and guidance on, plans, strategies, management objectives, sales, future earnings and financial performance are also forwardlooking statements.

• › Forward-looking statements are provided as a general guide only and should not be relied upon as a guarantee of future performance. They involve known and unknown risks, uncertainties, contingencies, assumptions and other important factors that are outside the control of Computershare.

• › Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which these statements are based. Computershare makes no representation or undertaking that it will update or revise such statements.

Disclaimer

• › No representation or warranty, expressed or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this announcement. To the maximum extent permitted by law, none of Computershare or its related bodies corporate, or their respective directors, employees or agents, nor any other person accepts liability for any loss arising from the use of this announcement or its contents or otherwise arising in connection with it, including, without limitation, any liability from fault or negligence.

Not intended for foreign recipients

• › No part of this announcement is intended for recipients outside Australia. Accordingly, recipients represent and warrant that they are able to receive this announcement without contravention of any applicable legal or regulatory restrictions in the jurisdiction in which they reside or conduct business.

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