COMPUTERSHARE LIMITED. — Annual Report 2003

Sep 30, 2003

Computershare

DETAILED FINANCIAL REPORT 2003

CONTENTS

FINANCIAL CALENDAR

Announcement of result for the Company's 2003 financial year
Books close for final dividend
Payment of final dividend
Annual General Meeting - Melbourne

2004 26 February Announcement of result for the half year ending 31 December 2003

CORPORATE GOVERNANCE STATEMENT

BOARD RESPONSIBILITIES

The Board of directors of Computershare Limited is responsible for the corporate governance of the Computershare Group. The principal role of the Board in this capacity is to ensure the long term prosperity of the Group by setting broad corporate governance policies and ensuring that they are effectively implemented by management. The Board carries out this role principally by:

• overseeing the Group and its global operations:
• appointing and removing, where appropriate, the senior executives of the Group;
• setting the strategic direction of the Group and providing strategic advice to management;
• providing input into and approval of management's development of corporate strategy and performance objectives;
• reviewing and ratifying systems of governance, risk management, and internal compliance and control, codes of conduct and legal compliance to ensure appropriate compliance frameworks and controls are in place;
• approval of budgets and monitoring progress against budget via the establishment and reporting of both financial and nonfinancial key performance indicators.

BOARD MEETINGS

The Board meets quarterly in conjunction with senior management to discuss the short and long term strategy of the Group.

The Board receives a monthly Board report which provides the Board with current information concerning the Group and each of the three regions in which it operates, together with a report from the CTS Managing Director. The monthly Board report includes salient financial details together with information on the performance of operations, major initiatives as well as legal and compliance issues.

The Board convenes monthly by phone conference to review the monthly Board report, discuss matters of importance with management, make recommendations to management, discuss strategy and plan quarterly Board meetings,

BOARD COMPOSITION

The Company has for the past several years been revising the composition of its Board of directors to better reflect the global nature of its businesses. Consistent with this effort, the number of Australian-based directors has declined, and new directors have been added from the North American and European regions in which the Company operates. The Board believes that the nonexecutive directors bring the necessary range of skills, knowledge, and experience to govern the Group and understand the markets and challenges that the Group faces.

Details regarding each of the current Board members and their respective shareholdings and remuneration are set out in the Directors' Report.

Current Board Composition:

Name	Appointed	Non- Executive	Independent	Executive	Retirina in 2003	Seeking election or re-election in 2003
Alexander Stuart Murdoch	1994	Yes.	Yes.	No.	No.	N/A
Christopher John Morrís	1978	No.	No.	Yes	No.	N/A
Penelope Jane Maclagan	1995	No.	No	Yes	Yes.	Yes
Anthony Norman Wales	1980	Yes.	No	No.	Yes.	Yes
William E Ford	2003	Yes:	No.	No.	NIA	Yes.
Peter John Griffin	1994	Yes	Yes.	No.	Yes	No.
Thomas Butler	2003	Yes.	Yes.	No.	NIA	Yes
Philip Daniel DeFeo	2002	Yes	Yes.	No.	Νo	N/A

CORPORATE GOVERNANCE STATEMENT (continued)

The Company's constitution provides that:

• The minimum number of directors shall be 3 and the maximum number of directors shall be 10 unless amended by a resolution passed at a general meeting.
• At each annual general meeting, at least two directors must retire from office. Re-appointment is not automatic. If retiring directors wish to continue to hold office, they must submit themselves to re-election by shareholders.
• No director may be in office for longer than 3 years without facing re-election.

Independence

The concept of independence in the context of directors is variously defined. The Board has considered each of the 8 directors in office at the date of this report and determined that four of them are independent. The four directors who are not considered independent are Mr Christopher Morris and Ms Penelope Maclagan who are each executive directors. Mr Anthony Wales who is a substantial shareholder and a former executive director and Mr Bill Ford who is associated with a substantial shareholder.

Of the four independent directors, none has previously been an employee of the Group and the Board believes that none has any relationship that could materially interfere with the exercise of their independent judgment.

No directors participate in share, share option or performance based plans. Non-executive directors receive only cash compensation and reimbursement of expenses for their services.

BOARD COMMITTEES

It is the Board's policy that committees dealing with corporate governance matters should be chaired by a non-executive director and have at least a majority of members being non-executive directors. Any director or committee of the Board is entitled to obtain independent professional or other advice at the Company's cost, unless the Board determines otherwise, and is entitled to obtain such resources and information from the Company, including direct access to employees of and advisers to the Company, as they may require.

Three Board Committees have been established to assist the Board in discharging its responsibilities as follows:

The Risk and Audit Committee

The principal functions of the Risk and Audit Committee include reviewing and making recommendations to the Board and assisting it in the discharge of its responsibilities relating to accounting policy and disclosure. It is responsible for assessing the adequacy of accounting, financial and operating controls, reviewing the performance of external auditors and examining their evaluation of internal controls and management's response.

The Risk and Audit Committee is chaired by Mr Tony Wales and has two other permanent members being Mr Sandy Murdoch and Mr Peter Griffin. The Managing Director, Chief Financial Officer, Chief Legal Officer and the Company's external auditors are invited to Risk and Audit Committee meetings at the discretion of the Committee. The Committee meets at least twice each year. As Mr Griffin is not seeking re-election as a director, the Board is currently considering a replacement for his role on this Committee.

The Nomination Committee

The composition of the Board is reviewed at least annually by the Nomination Committee to ensure that the Board has the appropriate range of expertise and experience. Any selection of suitable candidates for the position of director must stand for election at the general meeting of shareholders. The Nomination Committee is comprised of all of the directors, which the Board feels gives it the broadest range of input from the diverse members of the Board.

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The principle function of the Remuneration Committee is to assist the Board in ensuring that the Computershare Group's remuneration levels are appropriate and sufficient to attract and retain the directors and key executives needed to run the Group.

The Committee is chaired by Mr DeFeo and comprises Mr Murdoch, Mr Wales, Mr Griffin and Mr Morris.

The Committee meets at least annually with additional meetings being convened as required. The Committee has access to executive management of the Group and may consult independent experts where the Committee considers this necessary in order to effectively discharge its responsibilities.

As a policy, the Board seeks to remunerate staff in accordance with market conditions and reflective of their contribution. The Board is keen to encourage equity holdings by employees to align staff interest with that of shareholders. Many staff have participated in the Company's various share and option plans and the directors believe this has historically been a significant contributing factor to the Company's success.

IDENTIFYING SIGNIFICANT BUSINESS RISKS

There are a variety of risks that exist in the markets in which Computershare operates and there are a range of factors, some of which are beyond the control of Computershare, which may impact on the Company's performance.

The Board and senior management work actively to identify, review, analyse and mitigate significant areas of risk across the Group. The Board in conjunction with the Risk and Audit Committee reviews and approves the parameters under which such risks are managed including the responsibility for internal control systems, the procedure for identifying business risks and the methods to control their financial impact on the Company.

Although no system of risk management can provide total assurance that all risks will be fully diminished, the Company's approach to risk management seeks to meet the Group's specific needs and minimise the risks to which it is exposed.

ETHICAL STANDARDS

The Company recognises the need for directors and staff to observe the highest standard of behaviour and business ethics when engaging in corporate activity.

The Board has adopted a code of ethics that sets out the principles and standards with which all officers and employees are expected to comply in the performance of their respective functions. A key element of that code is the requirement that directors, officers and staff act in accordance with the law and with the highest standards of propriety. The code and the methods of its ímplementation are reviewed annually.

ANNUAL REVIEW

In order to ensure that the Board continues to discharge its duties effectively the performance of all directors is reviewed at least annually by the Chairman. The Board also annually reviews the performance of senior management.

CONFLICTS OF INTEREST AND INDEPENDENT ADVICE

If a director has a potential conflict of interest in a matter under consideration, that director must abstain from deliberations on those matters. In that instance the director is not permitted to exercise any influence over other Board members on that issue nor receive relevant Board papers.

The Company permits directors to obtain advice about transactions or matters of concern at the Company's cost. Approval of directors seeking independent advice is subject to the approval of the Chairman acting reasonably.

COMMITMENT TO AN INFORMED MARKET RELATING TO COMPUTERSHARE SECURITIES

The Board has approved a market disclosure policy to ensure the fair and timely disclosure of price sensitive information to the investment community as required by applicable law. Mr Paul Tobin, Computershare's joint Company Secretary and Chief Legal Officer, has been appointed the disclosure officer and is required to keep abreast of all material information and where appropriate. ensure disclosure of share price sensitive information.

CORPORATE GOVERNANCE STATEMENT (continued)

CODE OF PRACTICE FOR BUYING AND SELLING COMPUTERSHARE SECURITIES

The freedom of directors and executives to deal in Computershare's securities is restricted in a number of ways - by statute, by common law and by the requirements of the listing rules of the ASX. In addition to these restrictions, the Company has adopted a code of practice for buying and selling Computershare securities. The code of practice contains additional restrictions on dealing. The code of practice provides that directors or executives may only deal in Computershare securities, provided they are not in possession of material non-public information, in the four weeks immediately following the Company's half year and full year financial results announcements and, if relevant, any Annual General Meeting announcement. Directors and executives may only deal in Computershare securities outside of these times with the express prior approval of the Chairman.

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EQUITY PARTICIPATION BY NON-EXECUTIVE DIRECTORS

The Board eacourages aon-executive directors to own shares in the Company.

SHAREHOLDER RELATIONS

The Board of directors aims to ensure that shareholders are informed of all information necessary to assess the performance of the directors, Information is communicated to the shareholders through:

• the annual report which is distributed to all shareholders;
• the annual general meeting and other shareholder meetings called to obtain approval for Board action as appropriate;
• making available all information released to the Australian Stock Exchange on the Company's website at www.computershare.com immediately following confirmation of receipt by the Australian Stock Exchange. This information includes annual reports, half yearly results, notice of general meeting and associated explanatory documents and other market announcements:
• in circumstances where presentations are the subject of a webcast, making available the webcast on the Company's website shortly after the close of the presentation;
• ensuring all press releases issued by Computershare Limited are posted on the Company's website;
• encouraging active participation by shareholders at General Meetings. For shareholders who are unable to attend and vote at General Meetings, the Company encourages shareholders to vote electronically by accessing the Company's website where, in advance of a General Meeting, shareholders can view an electronic version of the proxy form and submit their votes;
• actively encouraging shareholders to provide their e-mail addresses to facilitate more timely and effective communication with shareholders at all times:
• contacting shareholders who have provided e-mail addresses directly to provide details of upcoming events of interest;
• encouraging all shareholders who are unable to attend general meetings of the Company to communicate issues or ask questions by writing to the Company.

COMPANY SECRETARIES

The Company Secretaries are Mr Paul Tobin and Mr Mark Davis, Under the Company's Constitution, the appointment and removal of the Company Secretaries is a matter for the Board. Amongst other matters, the Company Secretaries advise the Board on governance procedures and seek to support the effectiveness of the Board by monitoring Board policy and procedures and coordinating the completion and despatch of the Board meeting agendas and papers. All directors have access to the advice and services of the Company Secretaries.

ASX CORPORATE GOVERNANCE COUNCIL RECOMMENDATIONS

This Corporate Governance Statement reflects the corporate governance practices that have been in place throughout the financial year ended 30 June 2003. On 31 March 2003, the ASX Corporate Governance Council released its principles of "Good Corporate Governance and Best Practice Recommendations". While the Company's current practices substantially accord with these principles and recommendations, the Company has undertaken a process to review its corporate governance practices and will make a full statement on its compliance with the best practice recommendations in its 2004 Annual Report.

DIRECTORS' REPORT

The board of directors of Computershare Limited has pleasure in submitting its report in respect of the financial year ended 30 June 2003.

DIRECTORS

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

A S Murdoch (Chairman) C J Morris (Managing Director) P D DeFeo P J Griffin P J Maclagan A N Wales

W E Ford was appointed a director on 17 January 2003 and continues in office at the date of this report. T M Butler was appointed a director on 15 May 2003 and continues in office at the date of this report. 1D Saville was a director from the beginning of the financial year until his resignation on 15 May 2003.

The qualifications, experience and responsibilities of directors are outlined on pages 32 to 33 of the 2003 Concise Annual Report.

DIRECTORS' INTERESTS

At the date of this report, the direct and indirect interests of the directors in the shares of the company are:

Name	Number of options	Number of ordinary shares	Number of reset preference shares
T M Butler
PD DeFeo		40,000
W E Ford	-		$\overline{\phantom{000000000000000000000000000000000000$
P J Griffin		1,900,000.
P J Macłagani		16,567,525	1,330
CJ Morris		55,447,042	$\overline{\phantom{0}}$
A S Murdoch		609.800
A N Waies		32,592,384	-

DIRECTORS' MEETINGS

The number of meetings of the Board of directors (and of Board committees) and the number of meetings attended by each of the directors during the financial year are:

	Directors' Meetings		Audit Committee Meetings		Nomination Committee Meetings		Remuneration Committee Meetings
	А	в	А	в	А	в	А	в
A S Murdoch	6	6	4	5	2	2
T M Butler*
P D DeFeo	6	'n
W E Ford*
P J Griffin	b	6	4	5
P J Maclagan	ł5	'n
C J Morris	b	'n
1D Saville*		ନ
A N Wales	b	6	5.	b

A - Number of meetings attended
B - Number of meetings held during the time the director held office during the year.

{D Saville is no longer a director and resigned on 15 May 2003. With Ford was appointed a director on 17 January 2003. TiM Burler was appointed a director on 16 May 2003.

DIRECTORS' REPORT (continued)

PRINCIPAL ACTIVITIES

The principal activities of the consolidated entity during the course of the financial year were the operation of computer technology services, operation of share registries, including the administration of employee share and option plans and 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 provides share ownership and other investor relations services through its Analytics businesses and orint and mail distribution services through its Document services businesses. During the year the Group entered the Shareholder Relationship Management business, which provides listed companies with tools to derive value from their shareholder hase.

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Computershare is a registered securities transfer agent. In addition, certain subsidiaries are Trust companies whose charters include the power to accept deposits, primarily acting as an escrow and paying agent on behalf of customers. In certain jurisdictions the Group is subject to regulation by certain federal, provincial and state agencies and undergoes periodic examinations by those regulatory agencies.

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

CONSOLIDATED PROFIT

The profit of the consolidated entity for the financial year was \$17,132.581 after income tax and \$16,255,550 after outside equity interests. The profit after tax and outside equity interests represents a 77% decline on the 2002 result of \$71,293,536. Profit of the consolidated entity for the financial year excluding non-recurring items was \$41,147,550 after income tax and outside equity interests. This represents a 29% decline on the 2002 results of \$57,930,984. Net profit before non-recurring items is determined as follows:

		Consolidated
	2003 \$000s	2002 \$0000
Net profit	16,256	71,293
Exclusion of normalising transactions, (net of tax);
Redundancies	16,234
Property write-offs	4,980
Asset write-offs	1,092
Restructuring costs	2,586
Hong Kong equity transaction		(13, 362)
Net profit excluding non-recurring items (refer Note 2b)	41,148	57.931

DIVIDENDS

The following dividends of the consolidated entity have been paid, declared or recommended since the end of the preceding financial vear:

Ordinary shares

• A final ordinary dividend of two and a half cents per share amounting to \$13,861,273 fully franked at 30% in respect of the year ended 30 June 2002 was paid on 26 September 2002.
• An interim ordinary dividend of two and a half cents per share amounting to \$13,421,042 fully franked at 30% in respect of the half year ended 31 December 2002 was paid on 31 March 2003.
• A final dividend recommended by the directors of the company in respect of the year ended 30 June 2003, to be paid on 26 September 2003, is an ordinary dividend of two and a half cents per share amounting to \$13,527,925 fully franked at 30%. This dividend was not declared until 28 August 2003 and accordingly no provision has been recognised at 30 June 2003.

Reset preference shares

• A reset preference share dividend of 5.5% per annum amounting to \$4.136.500 franked at 30%, in respect of the six months ended 30 November 2002 was paid on 3 December 2002.
• A reset preference share dividend of 5.5% per annum amounting to \$4,113,750 franked at 30% in respect of the six months ended 30 May 2003 was paid on 3 June 2003.

The total preference share dividend referable to the year ended 30 June 2003 is \$8,249,948.

REVIEW OF OPERATIONS

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The year was characterised by a continuation in the decline in corporate action activity combined with low interest rates both of which significantly impact on revenue and profitability. In response to these factors, a strategy was implemented that had its focus on improving operational efficiencies, reducing costs, improving capital management and retaining clients.

The success of this strategy is reflected in sound results that piace the company in a strong position to either withstand a continued decline in market conditions or to benefit from any improvement in either corporate action activity or in interest rates, without adding significantly to the cost line.

The group has recorded an operating profit before tax and non-recurring items of \$64.5 million for the year ended 30 June 2003 (2002: \$83.8 million). The result was achieved on revenue of \$708.6 million (2002: \$781.0 million). Before non-recurring items the group's earnings before interest, tax, depreciation and amortisation ("EBITDA") decreased by 9% to \$133.9 million (2002: \$147.6 million). Computershare had an effective corporate tax rate of 41.8% during the year. Operating expenses were down 10% to \$572.7 million. Following the 5% decline in the first half, operating costs were down a further 5% in the second half. Capital expenditure decreased by 68% from the year ended 30 June 2002 to \$17.9 million.

Normalised basic earnings per share were 6.05 cents per share. The basic earnings per share were 1.47 cents per share.

During the year, there has been significant restructuring of the company's global businesses, which comes at a short-term cost to net profit after tax ("NPAT"). The before tax impact is \$35.1 million of non-recurring costs, comprising \$23.2 million in redundancies and \$11.9 million in write-offs and other restructure costs. The \$35.1 million charge is expected to deliver more than \$22 million per annum in on-going savings, of which \$3.5 million was delivered in the year ended 30 June 2003.

Some of the one off restructuring items have occurred as a result of a group wide review of physical assets, which led to the recommended sale of property assets. The Board of directors has accepted the review with the expectation that asset sales will provide capital gains in the next financial year.

The buy-back of the company's shares came to a close, as announced, on 31 March 2003. This resulted in the purchase of 18,710,000 ordinary shares for a total cost of \$38,350,708 (at an average price of \$2.05).

Total technology spending decreased from \$106.7 million last year to \$92.1 million. Of this amount, \$38.6 million which related to research and development of a capital nature has been expensed.

A proportion of the total technology spending relates to activities designed to reduce dependency on outsourced bureau services. The migration of all major business onto the company's own technology platform was completed in March 2003 with the result that external bureau costs for the financial year ended 30 June 2004 will be largely eliminated.

Operating expenses have decreased 10% on last year, with sustainable reductions in all cost categories. Excluding cost of sales, operating expenses declined 8%, equal to the 8% decline in sales revenue. Personnel costs decreased 5% reflecting a gross decline of 575 people as a result of organisational restructuring and consolidation in all regions. The reduction in personnel numbers, together with the continued focus on cost control, has contributed to the reduction in discretionary and overhead costs.

Regionally, revenues were apportioned between Asia Pacific 30%, North America 37% and Europe, Middle East and Africa ("EMEA") 33%, which is broadly consistent with last year. EBITDA was apportioned between Asia Pacific 40%, North America 27% and EMEA 33%. The North American EBITDA contribution has increased from 18% at December 2002 demonstrating a significant improvement in their profitability in the second half of the year. The second half EBITDA splits were Asia Pacific 37%, North America 32% and EMEA 31%.

The Asia Pacific region contributed revenues of \$214.6 million and EBITDA of \$53.6 million. A decline in Registry performance was partly offset by improved contributions from the Employee Plans and Document services businesses.

The EMEA region contributed revenues of \$231.9 million and EBITDA of \$44.3 million. The Employee Plans business experienced significant growth during the year. With the exception of Technology services, the results of all other EMEA businesses were unfavourably impacted by the market conditions.

The North American region contributed revenues of \$258.8 million and EBITDA of \$36.0 million. The Registry and Employee Plans businesses were considerably down on last year, reflecting the unfavourable market conditions. All other businesses, including Canada's Corporate Trust business, generated improved results on last year.

Improved working capital management contributed to the generation of \$76.2 million of cash flow for the year. Debtors days outstanding was cut from 70 days at 30 June 2002 to 67 days at 30 June 2003.

DIRECTORS' REPORT (continued)

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

Significant changes in the affairs of the consolidated entity during the financial year which are reported in the consolidated financial statements were:

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• On 7 November 2002 the acquisition of the Employee Plans business from Charles Schwab was announced. This acquisition served to further strengthen the Group's competitive position in the Employee Plans market in the US.
• On 17 December 2002 the company announced the acquisition of EFA Group assets for a cash payout of approximately \$7.4 million. The assets acquired included the software rights to EFA's trading systems and settlement and clearing systems.
• In March 2003 the company acquired an initial stake of 27% in ComputersharePepper SRM, a joint venture with Pepper Technologies. Shareholder Relationship Management ("SRM") is an exciting, innovative approach that provides listed companies with tools to derive value from their shareholder base.
• In May 2003 Computershare purchased a 30% interest in The National Registry Company of Russia ("NRC"). NRC has a 20% domestic market share including a number of companies that are listed both in Russia and the United Kingdom,
• In June 2003 Computershare purchased the share registry and Employee Plans businesses of Fifth Third Bancorp in the USA. This acquisition will allow the company to modestly grow the share registry and Employee Plans businesses in the USA.
• The decline in total of shareholders' funds of 10% was due to the share buy-back and the effect of foreign currency translation
• Net borrowings increased by \$43.2 million to \$77.7 million to fund the share buy-back, increased dividends and acquisition of, and investments in businesses. Gearing - net debt to equity - increased to 13.2% from 5% over the past year.

New appointments to the Board

On 17 January 2003 the board appointed William Ford to the Board as a non-executive director. Mr Ford is a general partner at General Atlantic Partners, LLC where he has worked since 1991. General Atlantic is an international private equity investment firm focused on information technology, process outsourcing and communications businesses globally. It has over USD 5 billion in capital under management. Mr Ford has brought an extensive understanding of financial markets and has specific expertise in the finance and consumer sectors.

On 15 May 2003 the Board appointed Tom Butler to the Board as a non-executive director. Mr Butler has very broad European industry experience and most recently held the position of CEO at MSI prior to its successful trade sale to Marconi PLC for in excess of USD800 million. Prior to his successes at MSI, he was CEO and COO of Origin BV in the Netherlands.

In the opinion of the directors there were no other significant changes in the affairs of the consolidated entity during the financial vear under review that are not otherwise disclosed in this report or the consolidated accounts.

SIGNIFICANT EVENTS AFTER BALANCE DATE

No 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 the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years, other than on 19 August 2003 the company issued 548,271 ordinary shares to Citigroup in consideration of the release of the company's obligation to issue up to 10,581,633 shares for \$1.83 per share on the exercise of a like number of options.

LIKELY DEVELOPMENTS AND FUTURE RESULTS

There are indications that market activity began to pick up towards the end of the year. However it is not clear at this stage whether this is a sustainable trend. Equally it is difficult to predict with any certainty how interest rates will react over the coming twelve months. As in previous years, these two factors will largely drive profitability levels in the financial year ended 30 June 2004.

The focus on costs and improved management of working capital will continue throughout the coming year. The strategy positions the company to either benefit from an improvement in market activity (particularly corporate actions) and in interest rates or to withstand a continued decline in these two factors.

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Details of options granted to directors or relevant officers as part of their remuneration are set out in the section of this report headed Directors' and Officers' Remuneration. Details of shares under option, or issued during or since the end of the financial year due to the exercise of an option, are set out in Note 19. The Register of Options kept by the company pursuant to section 170 of the Corporations Act 2001 may be inspected by shareholders free of charge.

DIRECTORS' AND OFFICERS' REMUNERATION

Remuneration of directors and senior executives of the company is established by the Remuneration Committee. Remuneration is determined as part of an annual performance review, having regard to market factors and a performance evaluation process. For executive directors and officers, remuneration packages generally comprise salary and superannuation. Executives are also provided with longer-term incentives through the employee share ownership and option schemes, which act to align the executives' actions with the interests of the shareholders.

The Board meets annually to review its own performance. The non-executive directors are responsible for evaluating the performance of the Chief Executive, who in turn, and in conjunction with the Board, evaluates the performance of all other senior executíves.

Details of remuneration provided to directors and the five most senior executive officers of the consolidated entity and the parent entity for the year ended 30 June 2003 are as follows:

	Base safary S.	Directors' fee S	Superannuation ŝ	Bonus S.	Other benekls s	Total excluding Options S	Amertise unvested shares and options granted 22 Ŝ.	Total indiuding oplions s.	Number of uavested shares and options. on issue.
Directors
A S Murdoch		115,000	11,500			126,500		126,500
T Butler ®	9,018					9,018		9,018
PD DeFeo		99,422				99,422		99,422
W Ford 2
P J Griffin		100.000	10.000			110.000	$\overline{\phantom{m}}$	110,000
P J Maclagan	400,979		36,088		40,903	477,970		477,970
C J Morris	380,000		38,000			418,000		418,000
#D Saville®	541.126	$\overline{\phantom{m}}$	115,276	$\overline{\phantom{m}}$	1,655,065	2,311,467	$\overline{\phantom{m}}$	2,311,467
A N Wales		75,000	7,500	—	36,688	119,188		119,188
Group and parent entity officers 4
S Rothbloom	566,508		20,394		13,176	600,078	165,304	765.182	347,500
8 Waterhouse ®	424,881			-	340,321	765.202	133,478	898.680	250,000
P Tobin'	377,920		21,509		1,344	400,773	118,002	518,775	265,000
S Crosby	349,920	$\overline{\phantom{000000000000000000000000000000000000$	10,519			360,439	102,728	463,167	242,500
P Conn	339,904			$\overline{\phantom{m}}$	173,339	513,243	55,890	569,133	140,000
T Honan 28	300,000		10,519	-	54,765	365,284	57,871	423,155	167,000

Appointed as a director on 15 May 2003 $\mathbf{1}$

Appointed as a director on 17 January 2003. $\overline{2}$

Other benefits include separation payment of \$339,905.

$\overline{4}$ The officers included in this disclosure are those employees having, during the year, the greatest authority for managing the Group. Other employees who have not had such authority may have received remuneration at a fevel in excess of that shown for the executives named above $\mathfrak{g}$ Resigned as a director on \$6 May 2003. Other benefits include a separation payment of \$1,642,924.

The company has adopted the fair value measurement provisions of ED 108. Share-based Payment" for all options and shares granted to directors and relevant executives, which have not vested as at 1 July 2002. The fair value of such grants is being amortised and disclosed as part of director and executive emoluments on a straight-line basis over the vesting period. No adjustments have been or will be made to reverse amounts previously disclosed in relation to options that never vest (i.e., forfeitures). Prior to 1 July 2002, the company disclosed the fair value of option grants using the Black-Scholes option pricing model but did not allocate those values over the vesting period. Rather, the full fair value of the grant was disclosed as an emolument in the year of the grant. As a result, the amounts disclosed above in relation to the 2003 financial year, include the amounts related to options which were granted in prior financial periods and therefore disclosed as part of emoluments in orior years as well. This is a one-off transitioning to the allocation of such amounts to emoluments over the vesting period rather than disclosure of the full amount as emoluments in the year of the grant. From 1 July 2002, options granted as part of director and executive emploments have been valued using a Black-Scholes option pricing model, which takes account of factors including the option exercise price, the current level and volatility of the underlying share price, the risk-free interest rate, expected dividends on the underlying share. current market price of the underlying share, the expected life of the option and vesting period applicable to the options. For further details, refer to Notes 19 and 21 to the financial statements

T Honan is disclosed in his capacity as an executive of the parent entity. P Tobin is an executive of the parent entity and the group. There are only two nondirector executives employed by the parent entity and the group. Other executives disclosed are group executives.
Other benefits disclosed in respect of T Honan represents the value of a grant of 30,000 ordinary shares dur

DIRECTORS' REPORT (continued)

INDEMNIFICATION OF OFFICERS

During the period, the company paid an insurance premium to insure directors and officers of the company and its controlled entities against liability. The directors of the company are as detailed earlier in the report and the contract also covers all executive officers and directors and executive officers of controlled entities.

200000000000000000000000000000000000000

W.

W

Disclosure of the amount of insurance premium payable and a summary of the nature of liabilities covered by the insurance contract is prohibited by a confidentiality clause in the contract.

ROUNDING OF AMOUNTS

The company is of a kind referred to in class order 98/0300, issued by the Australian Securities and Investments Commission, relating to the "rounding off" of amounts in the Directors' Report. Amounts in the Directors' Report have been rounded off in accordance with that Class order to the nearest thousand dollars unless specifically stated to be otherwise.

Signed in accordance with a resolution of the directors.

De -dul

AS MURDOCH Chairman 16 September 2003

CJ MORRIS Director

1999 - John Barbarat, arg

1999 - Jan Albert III.

STATEMENTS OF FINANCIAL PERFORMANCE

FOR THE YEAR ENDED 30 JUNE 2003

			Consolidated		Parent entity
	Note	2003 \$000s	2002 \$000s	2003 \$000s	2002 \$000s
Revenues
Sales revenue	2	694,519	757,055
Other revenue from ordinary activities	2	14,078	23,911	65,085	84,735
Total revenue from ordinary activities	2	708,597	780,966	65,085	84,735
Expenses
Direct services 30		547,145	578,507
Technology services **		101,025	92.293
Corporate services 361		20,633	16,249	14.079	16,597
Borrowing costs	2	8,296	10,169	930	6,759
Total expenses		677,099	697,218	15,009	23,356
Share of net profit/(loss) of associates accounted
for using the equity method	34	(2,036)
Profit/(loss) from ordinary activities
before related income tax expense		29,462	83,748	50,076	61,379
Income tax (expense)/benefit relating to ordinary activities	З	(12, 329)	(25,995)	(4,616)	(2,823)
Net profit/(loss)		17,133	57,753	45,460	58,556
Net (profit)/loss attributable to outside equity interests 2(b)		(877)	13,540
Net profit/(loss) attributable to members of the parent entity	4	16,256	71,293	45,460	58,556
Net exchange difference on translation of financial
reports of self-sustaining foreign controlled entities	20	(24, 321)	(24, 365)
Total revenues, expenses and valuation
adjustments attributable to members of the parent entity recognised directly in equity		(24, 321)	(24.365)
Total changes in equity attributable to members of the parent entity other than those resulting from
transactions with owners as owners		(8,065)	46,928	45,460	58,556
Basic earnings per share (cents per share)	5	1.47	12.00
Normalised basic earnings per share (cents per share)	5	6.05	9.60.
Diluted earnings per share (cents per share)	5	2.60	12.20
Normalised diluted earnings per share (cents per share)	5	6.57	9.90

(a) Depreciation and amortisation expense for the prior period has been reclassified to Direct services, Technology services and Corporate services.

The above Statements of Financial Performance should be read in conjunction with the accompanying notes.

STATEMENTS OF FINANCIAL POSITION

FOR THE YEAR ENDED 30 JUNE 2003

			Consolidated		Parent entity
	Note	2003 \$000s	2002 \$000s	2003 \$000s	2002 \$000s
CURRENT ASSETS
Cash assets		60,828	74,327	3,608	9,542
Receivables	6	132,220	150,210	5,137	2,965
Other financial assets	7	36,653	41,526
Inventories	8	3,904	3,355
Current tax assets	11	941	1,731
Other	9	11,152	11,092	396	862
Total Current Assets		245,698	282,241	9,141	13,369
NON-CURRENT ASSETS
Receivables	6	1,049	595	245,600	348,309
Investments accounted for using the equity method	34	15,845
Other financial assets	7	15,086	7,543	345,702	311,551
Property, plant and equipment	30	133,619	146,958	4,094	4,738
Deferred tax assets	31	47,175	39,804	10,579	5,181
Intangibles - goodwill	32	431,502	479,461
Other	33	4,432	3,114	144	285
Total Non-Current Assets Total Assets		648,708	677,475	606,119	670,064
		894,406	959,716	615,260	683,433
CURRENT LIABILITIES
Payables	14	111,044	134,442	7,739	11,607
Interest bearing liabilities	15	5,564	5,975	598	994
Current tax liabilities Provisions	16 37	5,876	12,439	9,769	114
Other	18	24,287 2,569	23,036 566	678	14,535
Total Current Liabilities		149,340	176,458	18,784	27,250
NON-CURRENT LIABILITIES
Interest bearing liabilities Deferred tax liabilities	15 36	132,923 15,568	102,824 17,206	62,678 114	108,994 538
Provisions	37	5.177	4,685	290	224
Other	18	2,991	2,795
Total Non-Current Liabilities		156,659	127,510	63,082	109,756
Total Liabilities		305,999	303,968	81,866	137,006
Net Assets		588.407	655.748	533,394	546.427
EQUITY
Parent Entity Interest
Contributed equity - ordinary shares	19	324,881	361,693	324,375	361,187
Contributed equity - reset preference shares	19	147,195	147,205	147,195	147,205
Reserves	20	(17, 907)	6,414	545	545.
Retained profits	4	128,366	133,781	61,279	37,490
Total parent entity interest	36	582,535	649.093	533,394	546,427
Outside equity interest in controlled entities	36	5,872	6,655
Total Equity		588,407	655,748	533,394	546,427

nsaran
Timografi

a kalendari da ya kasa

en eller
Stadt skrivet

A A A RACHAMAR CHUMA CAMA

Alla Malatta Checke Calle

SANDA TALAMAN

en en de groepen.
Met de groepen van de groepen

The above Statements of Financial Position should be read in conjunction with the accompanying notes.

FOR THE YEAR ENDED 30 JUNE 2003

an an an Dùbhlach

kalendari S

			ପେଅରୋସାହାରେ		нагепт өпөтү
	Note	2003 \$000s	2002 \$000s	2003 \$000s	2002 \$0000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers		688,690	796,816	9,528	9,607
Payments to suppliers and employees		(578, 874)	(654, 645)	(13, 211)	(16, 041)
Dividends received		16	276	34,159	41,512
Interest paid and other costs of finance		(9,711)	(11, 222)	(790)	(8, 286)
Interest received		3,457	4,381	7,622	12,069
Australian net GST (paid)/refunded		(6, 125)	(7,976)	1,810	758
Income taxes paid		(21, 274)	(48.076)	(851)	(2,476)
Net operating cash flows	30(b)	76,179	79,354	38,267	37,143
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of controlled entities	30(c)	(210)	(12, 496)	(34, 159)
Payments for purchase of businesses	30(d)	(12, 335)	(17, 945)
Payments for investment in associated entities		(17, 603)
Payments for investment in subsidiaries					(99,776)
Payments for investment in listed entities		(8,579)	(1.128)		(1, 37)
Payments for investment in unlisted entities		(25)
Payments for property, plant and equipment		(17, 933)	(56,886)	(370)	(492)
Security deposit on premises			1,200		1,200
Loans granted to other entities			(290)
Net loan repayments from/(grants to) controlled entities			$\qquad \qquad -$	63,282	57,877
Loan repayments received
Proceeds from sale of property, plant and equipment		153	646
Proceeds from sale of property, plant and equipment to related entity					102
Proceeds from sale of investments		372	8,520
Net investing cash flows		(56, 160)	(78, 379)	28,753	(42, 224)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of ordinary shares		1,539	7,090	1,539	7,090
Proceeds from issue of reset preference shares			150,000		150,000
Costs of issue of reset preference shares			(2,795)		(2,795)
Buy-back of ordinary shares		(38, 351)		(38, 351)
Proceeds from borrowings		227,015	57,265		19,295
Repayment of borrowings		(182, 885)	(176,000)		(158,000)
Dividends paid - ordinary shares		(27, 279)	(5,504)	(27, 279)	(5,504)
Dividends paid - reset preference shares		(8, 250)	(4.204)	(8, 250)	(4, 204)
Dividends paid to outside equity interest in controlled entity		(524)
Proceeds from finance leases		759
Repayment of finance leases		(1,860)	(1,816)	(613)	(756)
Other – settlement of deferred acquisition			(12,597)
Net financing cash flows		(29, 836)	11,439	72,954	5,126
Net increase/(decrease) in cash held		(9, 817)	12,414	(5,934)	45
Cash at the beginning of the financial year	30(a)	74,327	65,453	9,542	9,497
Exchange rate variations on foreign cash balances		(3,682)	(3.540)
Cash at the end of the financial year	30(a)	60,828	74,327	3,608	9,542

Refer to Note 30(f) 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.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2003.

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

The 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 Australian Accounting Standards Board and Urgent Issues Group Consensus Views. The accounting policies used are consistent with those adopted in the previous year. The financial statements have also been prepared in accordance with the historical cost convention and do not take account of changes 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.

Maria alia d

28

XXXX

W.

Comparative information has been reclassified or represented to maintain comparability with the current reporting period.

As a result of applying the new accounting standard AASB 1044 Provisions. Contingent Liabilities and Contingent Assets for the first time, certain liabilities have been reclassified as described in the final paragraph of Note 1.

Principles of consolidation

The 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 controlled during 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, for consolidation purposes, adjusted to comply with group policy and generally accepted accounting principles in Australia.

Foreign currency transactions

Foreign 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 Australian dollars at the average of the buy and sell rates available on the close of business at balance date. Revaluation gains and losses are brought to account as they occur. The financial statements of all foreign operations are translated using the current rate method as they are considered self-sustaining.

Exchange differences relating to monetary items are included in the Statements of Financial Performance, as exchange gains 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 currency translation reserve on consolidation.

Income tax

The financial statements apply the principles of tax-effect accounting. The income tax expense in the Statements of Financial Performance represents tax on the pre-tax accounting profit adjusted for income and expenses never to be assessed or allowed for taxation purposes. The provision for deferred income tax liability and the future income tax benefit include the tax effect of differences between income and expense items recognised in different accounting periods for book and tax purposes, 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 realisation of such benefit is considered to be virtually certain. The benefit arising from timing differences is recorded as a future income 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 as there is currently no intention to remit these earnings to the parent entity.

Inventories

Inventories 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 costs are billed.

Recoverable amount of non-current assets

All non-current assets are reviewed at least annually to determine whether their carrying amounts require write-down to recoverable amount. Recoverable amounts for all non-current assets are determined using net cash flows that have not been discounted to present values.

Property, plant and equipment

The 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 at the time of disposal and the proceeds on disposal and is included in the profit and loss of the consolidated entity in the year of disposal. Any related revaluation increment in the asset revaluation reserve at the time of disposal is transferred to retained earnings.

Depreciation

1999 - Alexandria de la c 1990 - James Bernard, man

1999 - Angelski politik (

Items of property, plant and equipment, excluding freehold land and leasehold plant and equipment, are depreciated on a straight line basis at rates calculated to allocate their cost or valuation, less estimated residual value, against revenue over their 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).

Investments

Controlled entities

The investments in the controlled entities are carried in the company's financial statements at the lower of cost and recoverable amount. Dividends from controlled entities are brought to account in the Statements of Financial Performance when they are proposed by the controlled entitles.

Associated entities

Interests in material associated entities are brought to account using the equity method. Under this method the investment in associates is initially recognised at its cost of acquisition and its carrying value is subsequently adjusted for increases or decreases in the investor's share of post-acquisition results and reserves of the associate. The investment in associated entities is decreased by the amount of dividends received or receivable. Investments in associates are carried at the lower of 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 is provide in Note 34.

Other financial assets

Broker 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.

Leases

Assets 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 interest expense and reduction in the lease liability.

Operating lease assets are not capitalised and rental payments are charged against operating profit in the period in which they are incurred.

Software development costs

Internally developed software and related costs are expensed in the year in which they are incurred.

FOR THE YEAR ENDED 30 JUNE 2003

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Acquisition of assets

The purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of the acquisition. Where equity instruments are issued in an acquisition, the value of the instruments is their market price as at acquisition date, unless the notional price at which they could be placed in the market is a better indicator of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity.

$\sim 100$ and $\sim 100$

Provisions for restructuring costs and related employee termination benefits are recognised as at the date of acquisition of an entity or part thereof on the basis described in the accounting policy notes for restructuring costs and employee benefits. Goodwill is brought to account as described in the accounting policy note for goodwill.

Goodwill

On acquisition of a controlled entity, the difference between the purchase consideration plus incidental expenses and the fair 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 the date of acquisition where there is a demonstrable commitment and a detailed plan. The liability is only recognised where there is little or no discretion to avoid payments to other parties in settlement of costs of the restructuring and a reliable estimate 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 are accounted for by adjusting the amount of the liability and the amount of goodwill. These adjustments are made in the reporting period in which the revision in the estimate occurs. Consequential adjustments to reflect the cumulative effect of revisions on the amount of amortisation of goodwill are recognised in the Statements of Financial Performance in the reporting 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 of gaiolog control. The unamortised balance of goodwill is reviewed at each balance date and charged to profit and loss to the extent that applicable future benefits are no longer probable.

Restructuring costs

Liabilities arising directly from undertaking a restructuring program, not in connection with the acquisition of an entity or operations, are recognised when a detalled plan of the restructuring activity has been developed and implementation of the restructuring program as planned has commenced, by either entering into contracts to undertake the restructuring activities or 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 entity or operations, or part thereof, if the main features of the restructuring were planned and there was a demonstrable commitment to the restructuring at the acquisition date, and this is supported by detailed plan developed within three months 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 account on 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 to be incurred as planned, are adjusted against the goodwill or discount on acquisition. The adjusted carrying amounts of goodwill or non-monetary assets are amortised or depreciated from the date of the reversal.

1999 - James Jacob 1999 - James Barnett, filozof eta idazlea (

Alexandria (h. 1878).

1999 - Angelski politik (

Provision has been made in the Statements of Financial Position for benefits accruing to employees in relation to annual leave, long service leave, workers compensation and vested sick leave. No provision is made for non-vesting sick leave as the anticipated pattern of future sick leave taken indicates that accumulated non-vesting sick leave will never be paid.

All on-costs, including payroll tax, workers' compensation premiums and fringe benefits tax are included in the determination of provisions. Vested sick leave, 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 is expected to fall due. A 4% per annum rate of increase in employee wage and salary rates was assumed in the present value calculations.

Retirement benefits

Contributory superannuation and pension plans exist to provide benefits for the consolidated entity's employees and their dependants on retirement, disability or death. The plans are accumulation plans. The employee sponsors contribute to the plans at varying rates of contribution depending on the employee classification. The contributions made to the funds by group entities are charged against profits (refer Note 23(a)).

Employee share and option ownership schemes

Certain employees are entitled to participate in share and option ownership schemes. The details of schemes are described in Note 21 (a). No remuneration expense is recognised in respect of employee shares and options issued.

Termination benefits

Liabilities for termination benefits, not in connection with the acquisition of an entity or operation are recognised when a detailed plan for the terminations has been developed and a valid expectation has been raised in those employees affected that the terminations will be carried out. The liabilities for termination benefits are recognised in other creditors unless the amount 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 are recognised as at the date of acquisition if, at or before the acquisition date, the main features of the terminations were planned and a valid expectation had been raised in those employees affected that the terminations would be carried out and this is supported 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 revenue

Sales Revenue

Sales revenue comprises registry and bureau revenue, sale of software licences and associated development, installation and 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 fixed monthly maintenance fees and transaction processing fees. Additionally, sales revenue includes all associated revenue earned from managing various client corporate actions, such as capital raisings, demutualisations and takeovers, which occur periodically, Revenue derived from both sources of sales revenue includes variable margin income earned on administered funds, including Save As You Earn Schemes (refer Note 29(a)).

In relation to the recognition of any profits and losses on the corporate actions which span reporting periods, where they can be reliably measured, revenue and expenses arising from the project are recognised in the Statements of Financial Performance 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 with written castomer agreements so as to match revenue with expenses.

Document processing revenues include revenue from the provision of paper and efectronic document needs for issuers, investors and many corporations. This includes design, document composition and programming, through to various production and distribution methods.

FOR THE YEAR ENDED 30 JUNE 2003.

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Other Revenue

Other revenue includes interest income on short-term deposits controlled by the consolidated entity, royalties and dividends received from other persons.

WA 19

1989

Insurance recoveries

The 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 equity

Ordinary 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 liabilities

Loans are recognised when issued at the amount of the net proceeds received, with any premium or discount on issue amortised over the period to maturity. Interest is recognised as an expense on an effective vield basis.

Financial instruments included in assets

Trade debtors

Trade debtors are initially recorded at the amount of the contracted sale proceeds.

Provision for doubtful debts is recognised to the extent that recovery of the outstanding receivable balance is considered less than likely. Any provision established is based on a review of all outstanding amounts at balance date.

Forward exchange contracts

Forward currency exchange contracts are initially recognised as either an asset or liability, at an amount equal to the premium or discount on the forward currency exchange contracts. The assets and liabilities recognised are subsequently remeasured by reference to exchange rates at balance date. The gain or loss on remeasurement is brought to account in the Statements of Financial Performance unless the contracts are entered to hedge anticipated specific future transactions, in which case the gain or loss is deferred and included in the initial measurement of the anticipated item being hedged.

The premium or discount on the forward currency exchange contracts is amortised over the period of the contracts, unless the contracts are entered to hedge anticipated specific future transactions, in which case the premium or discount is included in the initial measurement of anticipated items being hedged.

Bank deposits and loans

Bank deposits and loans are carried at cost. Interest revenue is recognised on an effective yield basis.

Other investments

Other 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 accounting

The consolidated entity applies the principles of hedge accounting as set out in the relevant Australian Accounting Standards and UIG pronouncements, using both interest rate and foreign currency swaps and options. To the extent that hedging instruments are required to be marked to market and become ineffective as a hedge of the intended risk all gains and losses are recognised immediately in the Statements of Financial Performance.

Cash

1999 - Alexandria A

For the purposes of the Statements of Cash Flows, cash includes deposits at call with financial institutions and other highly liquid investments with short periods to maturity which are readily convertible to cash on hand and are subject to an insignificant risk of changes in value, net of outstanding bank overdrafts. Cash excludes Broker Client Deposits carried on the Statements of Financial Performance that are recorded as other current financial assets.

Change in accounting standards

The new Australian accounting standard AASB 1044 "Provisions: Contingent Liabilities and Contingent Assets" is applicable to the Group for the first time, effective 1 July 2002. This requires that provision is only made for the amount of any dividend declared. determined or publicly recommended by the directors on or before the end of the year, but not distributed at balance date.

In previous periods, in addition to providing for the amount of any dividends declared, determined or publicly recommended by the directors on or before the end of the financial year but not distributed at balance date, provision was made for dividends to be paid out of retained profits at the end of the financial year where the dividend was proposed, recommended or declared between the end of the financial year and the completion of the financial report.

An adjustment of \$13,856,959 was made against the consolidated and parent entity retained profits at the beginning of the financial vear to reverse the amount provided at 30 June 2002 for the proposed final dividend for that vear that was recommended by the directors between the end of the financial year and the completion of the financial report. This reduced the consolidated and parent entity current Rabilities - provisions and total liabilities at the beginning of the financial year by \$13,856,959 with corresponding increases in their net assets, retained profits, total equity and the total dividends provided for or paid during the current financial year.

The restatements of consolidated and parent entity retained profits, provisions and total dividends provided for or paid during the year set out below show the information that would have been disclosed had the new accounting policy always been applied.

		Consolidated		Parent entity
	2003	2002	2003	2002
	SGCOs	\$000s	\$000s	\$000s
	(Restated)	(Restated)	(Restated)	(Restated)
Restatement of retained profits
Previously reported retained profits at the ead of the previous
financial vear (Note 4)	133.781	83.993	37,490	439
Change in accounting policy for providing for dividends	13.857	2.738	13,857	2,738
Restated retained profits at the beginning of the financial year	147.638	86.731	51,347	3.177
Net profit attributable to members of the parent entity	16,256	71,293	45,460	58,556
Total available for appropriation	163.894	158.024	96.807	61.733
Ordinary dividends provided for or paid (Note 4)	(27, 278)	(5.504)	(27, 278)	(5, 504)
Reset Preference dividends provided for or paid (Note 4)	(8,250)	(4,882)	(8, 250)	(4,882)
Restated retained profits at the end of the
financial year (Note 4)	128,366	147.638	61,279	51,347

The liabilities for annual leave expected to be settled within 12 months of reporting date have been reclassified from provisions to other creditors in the current year as a result of the adoption of the new accounting standard AASB 1044 Provisions, Contingent Liabilities and Contingent Assets. The directors do not believe that there are any significant uncertainties relating to the amount and timing of future payments included in these employee benefits, therefore they do not meet the definition of a provision under the new standard. Comparative amounts have also been reclassified to ensure comparability with the current reporting period.

FOR THE YEAR ENDED 30 JUNE 2003

		Consolidated		Parent entity
	2003 \$000s	2002 \$000s	2003 SGGGs	2002 \$0000
2. OPERATING PROFIT

$2.200000000000000000000000000000000000$

. . . . . . . . . . . . . . . . . . .

$\overline{\phantom{a}}$

e ganda a

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W.

a) Profit from ordinary activities is after crediting the following revenues:

Sales revenue

Rendering of services	694,519	757,055
Other revenue
Net foreign exchange gains (refer also to borrowing costs)	264	802	6,546	1,169
Decrease in underwriting liability to controlled entity following
novation of financial instruments			8,044	16,914
Gain on other financial instruments	509	1.406	27	1,070
Amortisation of discount on forward exchange contracts	2,318	1,485
Dividends received from:	16	278
- other persons - controlled entity		$\overline{a}$	34,159	41,512
Interest received from:
- other persons	3,584	4,161	148	456
- controlled entities			6.739	13,189
Rent received and sub-lease rentais	3,940	1,947
Other fees received from controlled entities			9,366	10,258
Gross proceeds from the sale of:
- Property, plant and equipment	153	646
- Investments	372	8,520
- Non-current assets to controlled entities			32	102
Other revenue items in total	2,922	4,666	24	65
Total other revenues	14,078	23,911	65,085	84,735
profits of associates accounted for using the equity method) Profit from ordinary activities is after charging the following expenses:	708,597	780.966	65,085	84,735
Depreciation and amortisation
Depreciation of property, plant and equipment	24,894	21,951	453	406
Amortisation of: - Leased assets
- Leasehold improvements	1,193 2,905	1,115 2,006	514 16	618 16
- Establishment costs	135	67
– Currency options		37		37
- Employee shares	347	85	223	74
– Goodwill	31,263	29,869		L,
Total depreciation and amortisation	60,737	55,130	1,206	1,151
Borrowing costs
Interest paid:
- to other persons
	6,921	8,798		6.456
- on finance leases	211	344	65	109
- to controlled entities		$\overline{a}$	705	315
Exchange (gain)/loss on foreign currency loans Loan facility fees	1,164	1,027	$\equiv$ 160	(853) 732

	Consolidated		Parent entity
	2003 \$000s	2002 \$000s	2003 SOOGS:	2002 \$0000
Other operating expense items
Operating lease reatals 36	33.229	27.973	2,897	2,897
Technology spending-research and development	92.100	106.700
Provision for employee entitiements	303	3.212	(41)	330
Net charge to/(reduction in) provision for doubtful trade debts	518	(242)		(604)
(Profit)/loss on disposal of investments	${8}$	(1,889)		$\overline{\phantom{0}}$
Expense from sale of:
- Plant and equipment	572	641
- Plant and equipment to controlled entity			32	102
- Investments	364	6.631
(Profit)/loss on sale of property, plant and equipment	419	(5)

(a) Operating lease rentals includes contingent rentals of approximately \$786,589 (2002: \$786,590)

(b) Individually Significant Items

Expenses

Kalendaria (K. 1989) a kalendari ya mwaka wa 1999.
Matukio wa mshindi ya Ufariki

Maria Maria (

During the year, there has been significant restructuring of the company's global businesses. The impact on expenses is \$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.

Outside equity interest

On 1 June 2002 Computershare Group sold 7.32% of its interest in Computershare Hong Kong Investor Services Limited ("CHIS").

In addition CHIS issued shares to a subsidiary of the Hong Kong Securities Clearing Company Limited ("MPL") equivalent to 18% of the expanded CHIS share capital. These shares were issued in consideration for MPL transferring its interest in its Hong Kong registry operations to CHIS. As part of the above transactions, the terms and conditions of the shares held by the Computershare Group in CHIS were changed to provide a preferential right to the extent of the retained profits in CHIS as at the transaction date. In accordance with AASB 1024 Consolidated Accounts, the movement in the parent entity's share of net assets of CHIS (arising as a consequence of the issue of new shares in CHIS) has been recorded in the Statements of Financial Performance as a loss of \$13,540,000 to the outside equity interest.

FOR THE YEAR ENDED 30 JUNE 2003.

		Consolidated	Parent entity
	2003 \$000s	2002 \$000s	2003 \$000s	2002 \$000s
3. INCOME TAX
The income tax expense for the financial year differs from the amount calculated on the profit. The differences are reconciled as follows:
Operating profit/(loss)	29,462	83,748	50.076	61,379
Prima facie income tax expense/(benefit) thereon at 30% Tax effect of permanent differences:	8,839	25,125	15,023	18,414
- Amortisation of goodwill not deductible	5,418	4,666
- Research and development allowance	(1,692)	(1,548)
- Non-deductible provisions	194	1.006
- Benefit of tax losses not brought to account	6,230	23
- Rebatable dividends			(10, 247)	(12, 454)
– Other	(2, 440)	(243)	(118)	(206)
Prior year tax (over)/under provided	(1, 971)	(2,086)	(42)	(2,931)
Restatement of deferred tax balances due to
income tax rate changes	(404)	(572)
Effect of different tax rates on overseas income	(1,845)	(376)
Income tax expense/(benefit) on operating profit/(loss)	12,329	25,995	4,616	2,823

W

As at 30 June 2003, companies within the consolidated entity had estimated unconfirmed gross income tax losses of \$18,038,000 (2002: \$4,556,000) available to offset against future years' taxable income. The benefit of these losses has not 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 the deductions for the losses to be realised;
• the companies continue to comply with the conditions for deductibility imposed by tax legislation; and $(b)$
• no changes in the taxation legislation adversely affect the companies in realising the benefit from the deductions for the ${c}$ losses.

Tax consolidation legislation

Computershare Ltd and its wholly-owned Australian entities intend to implement the tax consolidation legislation as of 1 July 2003. The Australian Taxation Office has not yet been formally notified of this decision.

The entities have also entered into a tax sharing agreement. As a consequence, Computershare Limited, as the head entity in the tax consolidation group, has recognised the current tax liability relating to transactions, events and balances of the wholly owned Australian controlled entities in this group in the financial statements as if those liabilities were 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 payables or receivables. The impact on the income tax expense and results of Computershare Limited is unlikely to be material because of the tax sharing agreement. Expenses and revenues arising under the tax sharing agreement are recognised as a component of income tax expense. The tax sharing agreement is not expected to have a material impact on the consolidated assets, liabilities and results.

Consortidated Parant entity 2003 2002 2003 \$0009 \$6009 $\overline{\text{sn}}$ 4. RETAINED PROFITS AND DIVIDENDS Retained profits Retained profits at the beginning of the financial vear 133.781 83.993 37.490 Adjustment resulting from change in accounting policy for providing for dividends 13.857 13,857 $(16, 623)$ $(27, 278)$ Ordinary dividends provided for or paid $(27, 278)$ $(4.882)$ Reset preference dividends provided for or paid $(8, 250)$ $(8, 250)$ Net profit /(loss) attributable to members of Computershare Limited 45,460 16,256 71,293 Retained profits at the end of the financial year 133.781 61.279 128.366 Equity Total equity at the beginning of the financial year 655.748 472.902 546.427 Adiustment resulting from change in accounting policy for providing for dividends 13.857 13,857 Total changes in equity recognised in the Statements of Financial Performance $(8,065)$ 46,928 45,460

58,556 Transactions with owners as owners: Contributed equity - ordinary shares, net of Buy-backs $(36, 812)$ 7,090 $(36, 812)$ 7,090 Contributed equity - reset preference shares, net of costs of issue 147.205 147,205 (10) $(10)$ $(27, 278)$ Dividends - ordinary shares $(16, 623)$ $(27, 278)$ $(16, 623)$ Dividends - reset preference shares $(8, 250)$ $(4,882)$ $(8, 250)$ $(4,882)$ Total changes in outside equity interests $(783)$ 3.128 655.748 Total equity at the reporting date 588.407 533,394 546.427 Dividends

Ordinary

1999 - John Harry Barnett, Amerikaansk filozof (

1999 - Johann Maria ( 1999 - Johann Harry Barbon, mars ar y baile ann an 1998.

__ Dividends paid during the financial year in respect of the previous year - fully franked at 30%	13.861	2.746	13.861	2.746
Dividends paid and proposed in respect of the carrent financial year - fully franked at 30%	13.421	16.623	13.421	16.623
Reset Preference
Dividends paid during the financial year in respect of the previous year - fully franked at 30%	4.137		4,137
Dividends paid and proposed in respect of
the current financial year – fully franked at 30%	8.250	4,882	8.250	4.882

For details of dividend entitlements on reset preference shares refer to Note 19(a)

Franked dividends

The final franked dividends proposed in respect of the year ended 30 June 2003 will be franked out of existing franking credits.

Dividend franking account

Franking credits available for subsequent financial years based on a tax rate of 30% 43,265 38,667 43.265 25,700

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 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

(d) franking credits that may be prevented from being distributed in subsequent financial years.

Under legislation that took effect on 1 July 2002, the amount recorded in the franking account is the amount of Australian income tax paid, rather than franking credits based on after tax profits, and amounts debited to that account in respect of dividends paid after 30 June 2002 are the franking credits attaching to those dividends rather than the gross amount of the dividends. In accordance with this legislation, the franking credits available at 30 June 2002 for the consolidated entity and parent entity of \$90,223,000 and \$59,966,000 respectively based on after tax profits, were converted so that the opening balances on 1 July 2002. reflected tax paid amounts of \$38,667,000 and \$25,700,000 which are shown as comparative amounts above.

2002

\$3006

439

$(16.623)$

$(4,882)$

58,556

37.490

355.081

zanya
Minima

a waka W.

FOR THE YEAR ENDED 30 JUNE 2003

	Calculation of Basic EPS	Calculation of Cilluted EPS	Calculation of Norreassed Basic EPS	Calculation of Normalised Diluted EPS
	\$000s	\$000s	\$000s	\$000s
5. EARNINGS PER SHARE
Year end 30 June 2003
Earnings per share (cents per share)	1.47 cents	2.60 cents	6.05 cents	6.57 cents
Net profit	17,133	17,333	17,133	17,133
Outside equity interest (profit)/loss Exclusions of normalising equity transactions, net of tax (refer Note 2(b)):	(877)	(877)	(877)	(877)
• Redundancies	$\overline{\phantom{0}}$		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
Allotment, conversion to or subscription for ordinary shares between reporting date and time of completion of this report	Refer Note 19		Refer Note 19
Issue of potential ordinary shares between reporting date and time of completion of this report		Refer Note 19		Refer Note 19
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)
Year end 30 June 2002
Earnings per share (cents per share)	12.0 cents	$12.2$ cents	9.6 cents	9.9 cents
Net profit	57,753	57,753	57,753	57,753
Outside equity interest (profit)/loss	13,540	13,540	13,540	13,540
Exclusion of Hong Kong equity transaction (refer Note 2(b))		$\overline{\phantom{0}}$	(13,362)	(13, 362)
Dividends on reset preference shares Net profit	(4,882) 66,411	71,293	(4,882) 53,049	57,931
Weighted average number of ordinary shares used as denominator in calculating basic earnings per share	551,615,920		551,615,920
Weighted average number of ordinary and potential ordinary shares used as denominator in calculating dituted earnings per share		582,348,267		582,348,267
Allotment, conversion to or subscription for ordinary shares
between reporting date and time of completion of this report:	172,000 options exercised as per Note 19 to 2002 Financial Report		172,000 options exercised as per Note 19 to 2002 Financial Report
Issue of potential ordinary shares between reporting date and time of completion of this report 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 (A)		None		None

Alexandria (Carolina de Carolina de Carolina de Carolina de Carolina de Carolina de Carolina de Carolina de Consolidated 2003

SUV

1999 - James Berlin

	2003 \$000s	2002 \$600s	2003 \$000s	2002 \$000s
Fixtures and fittings - at cost
Opening balance	25,534	21,283	1,340	1,333
Additions	972	6,870	9	8
Acquisitions through subsidiaries and businesses acquired		525
Disposals Transfer	(618)	(1.591)		(1)
Currency translation differences	(672) (1,260)	(1.553)
Closing balance	23,956	25,534	1,349	1,340
Accumulated depreciation
Opening balance	8,263	6,563	734	577
Depreciation for the year	3,789	3,638	144	158
Disposals	(382)	(1, 422)		(1)
Transfer	(265)
Currency translation differences	(666)	(536)
Closing balance	10,739	8,263	878	734
Net book value of fixtures and fittings	13,217	17,271	471	606
Motor vehicles - at cost
Opening balance	679	569	46	46
Additions Acquisitions through subsidiaries and businesses acquired	36	163 30	29
Disposals		(45)
Currency translation differences	(49)	(38)
Closing balance	666	679	75	46
Accumulated depreciation
Opening balance	425	412	41	36
Depreciation for the year	78	70	з	5
Disposals		(29)
Currency translation differences	(43)	(28)
Closing balance Net book value of motor vehicles	460 206	425 254	44 31	41 5
Leased plant and equipment - at cost Opening balance	7,245	5,965	3,025	4.046
Additions	759	2,380
Disposais			(32)	(102)
Transfers	1,541
Transfer to owned assets on expiry of lease	(287) (290)	(1,020)	(287)	(919)
Currency translation differences		(80)
Closing balance	8.968	7,245	2,706	3,025
Accumulated amortisation
Opening balance	3,445	3,250	1,852	2,153
Amortisation for the year Transfers	1,193 965	1,115 $\qquad \qquad -$	513	617.
Transfer to owned assets on expiry of lease	(287)	(918)	(287)	(918)
Currency translation differences	(49)	(2)
Closing balance	5,267	3,445	2,078	1,852
Net book value of leased plant and equipment	3,701	3,800	628	1,173

Parent entity

FOR THE YEAR ENDED 30 JUNE 2003

	Consolidated			Parent entity
	2003 \$000s	2002 \$000s	2003 \$000s	2002 \$000s
10. PROPERTY, PLANT AND EQUIPMENT (continued)
Leasehold improvements - at cost
Opening balance	21,208	13.636	105	105
Additions	2,743	9,343
Disposals	(401)
Currency translation differences	(1,978)	(1.771)
Closing balance	21,572	21,208	105	105
Accumulated amortisation
Opening balance	3,770	2,106	63	47
Amortisation for the year	2,905	2,006	16	16
Disposals	(209)
Currency translation differences	(818)	(342)
Closing balance	5,648	3,770	79	63
Net book value of leasehold improvements	15,924	17,438	26	42
Total property, plant and equipment	133,619	146,958	4,094	4.738

1899

a a la farita de la familla de la fa

an da ya wasa

an dia 1970.
Ny INSEE dia mampiasa ny kaodim-paositra 2001–2014.
Ny INSEE dia mampiasa ny kaodim-paositra 2014–2014.

a a shekara

W.

(a) The directors consider that on an existing use basis at 30 June 2003 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

Current
Refunds receivable	941	1,731
	941	1,731
Non-current
Future income tax benefit
- Attributable to carry forward tax losses	13,854	13,208
- Attributable to timing differences	33,321	26,596	10,579	5,181
	47,175	39,804	10,579	5,181
12. INTANGIBLES - GOODWILL
Goodwill - at cost	532.359	558,196
Less: Accumulated amortisation	(100, 857)	(78.735)
	431,502	479,461
13. OTHER
Other (including Pension asset - Hong Kong)	4,432	3.114	144	285
	4,432	3,114	144	285

Consolidated Parent entity 2003 2002 2003 \$000s $\overline{\$000s}$ $\overline{\text{SOOS}}$ 14. PAYABLES Current Trade creditors - unsecured 5,711 14,169 131 Trade creditors - intercompany 2,048 3,369 Tax related payable - intercompany Deferred discount on forward exchange contracts, net of amortisation 519 GST/VAT payable 5.434 7.386 Employee entitiements (refer Note 21) 9.152 9.146 410 Underwriting liability to controlled entity following novation of financial instruments 8.044 Forward exchange hedge contract payables (Note 29) $\overline{a}$

15. INTEREST BEARING LIABILITIES

Other loans - unsecured, non-interest bearing

Broker client deposits (refer Note 7)

Other creditors and accruals

1999 - Alexandria A

1968 - Samuel Albert Start, Amerikaansk filozof fan it fan it fan it fan it fan it fan it fan it fan it fan

1999 - Joseph I

Current
Bank Ioans®	2.747	2.472
Loans from controlled entities – unsecured				381
Lease Liability – secured (Note 23(b)), ®	2,817	3.503	598	613
	5.564	5.975	598	994
Non-Current
Bank Ioans ie	2.357	4.338
Revolving multí-curreacy facility®	129.793	97.207
Loans from controlled entities - unsecured			62,678	108,396
Lease liabilíty – secured (Note 23(b)),™	773	1.279		598
	132.923	102.824	62.678	108.994

1.000

35.987

53,760

111,044

1.000

41.517

52,661

134,442

1.000

781

7,739

(a) The consolidated entity maintains two revolving multi-currency facilities. The first revolving multi-currency facility is \$120,000,000 and terminates on 30 June The consolidated entity maintains two revolving multi-currency facilities. The first revolving multi-currency facility is \$120,000,000 and terminates on 30 June
2005. This facility was drawn down to Australian dollar equiv

leš

	Consolidated			Parent entity
	2003 \$000s	2002 \$000s	2003 \$000s	2002 \$000s
16. TAX LIABILITIES
Current
Provision for income tax	5.876	12.439	9,769	114
	5,876	12,439	9,769	114
Non-Current
Provision for deferred income tax on timing differences.	15,568	17,206	114	538
	15,568	17,206	114	538

2002

$$000s$

401

1,410

517

8,044

1.000

235

11,607

FOR THE YEAR ENDED 30 JUNE 2003

	Consolidated	Parent entity
	2003	2002	2003	2002
	\$000s	\$000s	SOOGS:	\$0000
17. PROVISIONS
Current
Dividend - ordinary shares		13.857		13,857
Dividend – reset preference shares	678	678	678	678
Restructuring 331	11.814	2,107		-
Loss on early termination of lease	3.237			-
Future services	3,253	2,696	$\overline{\phantom{a}}$	۰
Other	5.305	3,698		-
	24,287	23,036	678	14,535

18

an ya Kil

W.

Movement in provisions

Movements in each class of current provision during the financial year, other than employee benefits, are set out below.

	Dividend -- Ordinary shares	Dividend - Reset proference shares.	Restructuring	Coss on early termination of lease	Eubire services	Olber
Consolidated - 2003
Carrying amount at start of year	13,857	678	2,107		2.696	3,698
Additional provisions recognised Payments/other sacrifices of		8,250	13,159	3.237	1.309	1,854
economíc benefits Adjustment for change in		(8,250)	(2,869)		(538)	(606)
accounting standard refer Note 1 Reversals	(13,857)		(484)
Exchange rate impacts on opening balance			(99)		(234)	359
Carrying amount at end of year		678	11,814	3,237	3,253	5,305
Parent entity - 2003
Carrying amount at start of year Adjustment for change in	13,857	678
accounting standard refer Note 1	(13,857)
Additional provisions recognised Payments/other sacrifices of		8.250
economic benefits		(8, 250)
Carrying amount at end of year		678

(a) The restructuring provision at 2003 relates to provision for costs associated with the restructuring of the company's global businesses, including Canada,
United Kingdom and South Africa.

		Consolidated	Parent entity
	2003	2002	2003	2002
	SOOGs	\$000s	S000s	\$0000
Non-Current
Employee entitiements (refer Note 21)	5.177	4.685	290	224
	5,177	4.685	290	224

1999 - Josef I

1999 - Alemany as

	Consolidated	Parent entity
	2003 \$000s	2002 \$600s	2003 SOOGS.	2002 \$000s
18. OTHER LIABILITIES
Current
Deferred settlement on acquisition of entity	2,569	566
	2,569	566
Non-Current
Lease inducements 10	2,991	2,795
	2.991	2.795

(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 *	324.881	361.693	324.375	361.187
Reset preference shares 381	147.195	147.205.	147.195	147,205
Total contributed equity 32	472.076	508.898	471.570	508.392

(a) Reset preference shares represent 1,500,000 (2002: 1,500,000) fully paid shares of \$100. 750,000 reset preference shares were offered during November 2001 pursuant to an institutional placement. A further 750,000 reset preference shares were offered to the public pursuant to a prospectus dated 15 November 2003. The shares can a preferential non-cumulative dividend tixed 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 is subject 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 to compensate for the unfranked amount. If there is a change in the corporate tax rate, the dividend will be adjusted to reflect this.

Certain terms including the dividend rate, conversion terms and conversion discount may be reset on each reset date. The first reset date will be 30 November 2006. On reset dates the outstanding preference shares may be converted into ordinary shares at the option of holders or Computershare. In certain circumstances conversion may occur earlier.

For the period to the first reset date, each preference share will convert into a number of ordinary shares calculated generally with reference to the conversion discount and the volume weighted average sale price of ordinary shares traded on the ASX during the 20 business days immediately preceding the conversion date. The number of ordinary shares arising from conversion will be subject to a minimum of 12.62 and a maximum of 100. The conversion discount is 2.6%

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.
Dividends on reset preference shares will be paid in priority to any d for repayment of capital behind all creditors of Computershare but ahead of ordinary shares. Computershare reserves the right in the future to issue additional reset preference shares or other securities ranking equally 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 rumbers of ordinary shares to be issued on conversion will be adjusted for rights issues, off-market buy-back 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% to 50.02% by the payment of cash and issue of Computershare Limited equity to ACN 088 820 633 Pty Ltd (the parent entity of the CDS Group). The shares were subsequently sold by the CDS Group at a profit. On consolidation this profit was eliminated and transferred to share capital and the outside equity interest leading to the difference in the share capital of the parent entity and that of the consolidated entity.

				Consolidated		Parent entity
			2003 \$000s	2002 \$000s	2003 SOOOS:	2002 \$000s
Movements in ordinary shares for the year
Opening balance: 554,278,613 shares (1 July 2001: 547,612,396).			361.693	354,603	361,187	354.097
Issued during the year
	Number	Price:
Date:	of shares.	per share
As a result of the exercise
of employee options:
July 2001	295.000	\$0,4780	$\overline{\phantom{000000000000000000000000000000000000$	341		141
July 2001	1.121,000	\$0,9830		1,102		1,102
July 2001	50.000	\$0.7280		36		36
July 2001	50.000	\$1,7580		88		88
September 2001	136,000	\$0.9830		134		134

FOR THE YEAR ENDED 30 JUNE 2003

			Consolidated			Parent entity
Date	Number of shares	Price per share	2003 \$000s	2002 \$600s	2003 \$000s	2002 \$000s
CONTRIBUTED EQUITY (continued) 19.
September 2001	140,000	\$1,3680		192		192
September 2001	237,000	\$0.4780		113		113
September 2001	12,000	\$1,3930		17		17
October 2001	12,000	\$0,9830		12		12
November 2001	32,000	\$0.9830		31		31
November 2001	35,000	\$1.7580		62		62
November 2001	100,000	\$1,3680		137		137
December 2001	109,000	\$0.9830		107		107
December 2001	290,000	\$1,7580		510		510
December 2001	1,000,000	\$0.9750		975		975
December 2001	1,750,000	\$1,7570		3,075		3,075
December 2001	112,000	\$0.4780	$\overline{\phantom{0}}$	54		54
January 2002	80,000	\$1,3930	$\overline{\phantom{0}}$	311		111
January 2002	40,000	\$1,7580		70		70
March 2002	26,000	\$0.9830		26		26
March 2002	86,000	\$0.4780		41		41
March 2002	19,000	\$1,7580		33		33
April 2002	9,000	\$0.9830		9		9
May 2002	20,000	\$0.9830		20		20
June 2002	14,000	\$0.9830		14		14
June 2002	46,000	\$0,4780		22		22
July 2002	48,000	\$0.9830	47	$\overline{\phantom{0}}$	47
August 2002	120,000	\$0.4780	57	$\overline{\phantom{a}}$	57
September 2002	24,000	\$0.9830	24	$\equiv$	24
September 2002	95,000	\$1,7580	167		167
September 2002	400,000	\$0.9030	361		361
October 2002	10,000	\$0.9830	10		10
December 2002	265,000	\$0.9830	261		261
December 2002	50,000	\$1,7580	88	$\overline{\phantom{0}}$	88
January 2003	49,000	\$0.9830	48	۰	48
April 2003	40,000	\$1,3930	56		56
June 2003	80,000	\$1.4380	115	-	115
June 2003	120,000	\$1,3680	164		164
June 2003	80,000	\$1,7580	141	÷	141
As a result of purchases under
the employee share plan:
30 November 2001	7,009	\$3,0810		22		22
31 December 2001	4,204	\$3,0810		13		13
31 March 2002	1,502	\$3,0810		5		5
Other issues:
Employee share plan
30 June 2002	832,502	\$0,0000
Monies not received until
shortly after balance date				(82)		(82)
30 June 2003	3,391,114	\$0,0000

ANG KATALOG
MANGGUNA

a kacamatan

W.

STATE TO THE MAIN

an an an Suid-

an di Kabupatén Tim

Consolidated Parent entity 2003 2002 2003 2002 Date $$000s$ $$000s$ $\overline{\text{SOOS}}$ $$000s$ 19. CONTRIBUTED EQUITY (continued) 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. $(38, 351)$ $(38, 351)$ Closing balance: 540,340,727 ordinary shares (30 June 2002: 554,278,613) 324,881 361,693 324,375 361,187

Options over ordinary shares

Citibank options

1999 - Alexandria e Maria Amerikan 1988 - Andrew American (

On 28 August 2002, Computershare provided Citigroup Global Investments options over 12,081,633 unissued ordinary shares at an exercise price of \$1.83, in connection with the strategic alliance formed on that date. On 19 August 2003 the company issued 548.271 ordinary shares to Citigroup in consideration of the release of the company's obligation to issue up to 10,581,633 shares for \$1.83 per share on the exercise of 10,581,633 of the above mentioned options.

Employee options

Computershare 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.

Issue Cate	Expiry Oale	Exercise price	Number on issue 30/6/02	Number issued this year	Number exercised this year	Number caracelled this year.	Nurrsber on issue 30/6/03	Number σŧ recipients
18 Sep 1997	17 Aug 2002	\$0.478	120,000		120,000
06 Mar 1998	05 Feb 2003	\$0.983	396.000		396,000
12 Mar 1998	11 Feb 2003	\$0.903	400,000		400.000
1998 01 ปีน)	30 มีนิก 2003	\$1.438	80,000		80,000
09 Sep 1998	08 Aug 2003	\$1.368	288,000		120,000		168,000	2
14 Sep 1998	13 Aug 2003	\$1.393	112,000		40,000		72,000	2
16 Nov 1998	15 Oct 2003	\$1.758	470,000		225,000		245,000	12
01 Feb 1999	31 Dec 2003	\$2.233	72,000				72,000	3	A,B
1999 26 Apr	25 Mar 2004	\$3.083	773,188				773,188	441	A,B
1999 01 ปีนะ	30 May 2004	\$3.500	122,000				122,000	7	A,B
1999 $01$ Jul	30 May 2004	\$4.420	160,000			28,000	132,000	27	A,B
1999 $01$ Jul	30 May 2004	\$4.500	200,000				200,000		A,B
1999 10 Dec	09 Nov 2004	\$6.650	80,000				80,000		A,B
11 Feb 2000	10 Jan 2005	\$6.830	3,870,600			661,850	3,208,750	699	A,B
2000 07 Apr	06 Mar 2005	\$7.100	1,012,250			108,250	904.000	725	A,B
09 Jun 2000	08 May 2005	\$6.910	128,250			9,000	119,250	33	Α,B
12 Jun 2000	11 Jun 2005	\$6,910	30,000				30,000		A,B
02 Jui 2000	01 Jun 2005	\$7.950	51,000			15,000	36,000		A,B
01 Aug 2000	30 Jun 2005	\$7.920	20,000				20,000		A,B
15 Aug 2000	14 Jul 2005	\$7.850	344,000			65,000	279,000	26	A,B
08 Sep 2000	07 Aug 2005	\$8.000	1,554,000			523,500	1,030,500	221	A,B
25 Sep 2000	24 Aug 2005	\$7.970	102,000			3,000	99,000	14	A,B
15 Sep 2000	14 Nov 2005	\$8.000	67,000				67,000	5	A,B
29 Dec 2000	28 Nov 2005	\$9.186	71,200			3,000	68,200	20	A,B
21 Feb 2001	20 Jan 2006	\$5,820	42,653				42,653	29	A,B
26 Feb 2001	25 Jan 2006	\$7.400	110,000			52,000	58,000	19	A,B
-2001 27 Apr	26 Mar 2006	\$6.690	26.000			4.000	22,000	4	A,B

FOR THE YEAR ENDED 30 JUNE 2003

Issue Cate	Expiry Oate	Exercise price	Number op issue. 30/6/02	Number issued this year.	Number exercised this year	Nucciber cancelled this year.	Number on issue 30/6/03	Number σŧ recipients
	19. CONTRIBUTED EQUITY (continued)
2001 01 Jul	10 Mar 2006	\$7.350	467.000				467,000	$\overline{4}$	A,B
2001 $01$ Jul	30 May 2006	\$5,950	1.078.500		$\qquad \qquad$	83,000	995.500	410	A.B
2001 $02$ Jul	01 ปีเก 2006	\$5.950	3.788.000		-	357.000	3,431,000	940	A.B
2001 $02$ Jul	$01$ Jun 2006	\$5,940	96.500		$\overline{\phantom{0}}$	3.000	93.500	30	A,B
2001 $02$ Jul	01 Jun 2006	\$7.350	108,000		-	24,000	84,000	6	А,В
2001 31 Jul	30 Jun 2006	\$6,150	58.500		$\overline{\phantom{m}}$	7.250	51.250	36	А,8
06 Mar 2002	05 Feb 2007	\$2.770	2.254.600		$\overline{\phantom{m}}$	270.500	1,984,100	170	8
06 Mar 2002	05 Feb 2007	\$2.520	110.000		$\overline{\phantom{0}}$		110.000	5	8
10 Apr 2002	09 Mar 2007	\$2.520	188.000			6.000	182.000	35	8
27 May 2002	26 Apr 2007	\$2.550	100,000				100.000	3	8
Total			18.951.241		1,381,000	2.223.350	15,346,891	3,939

1999 - Jan Jan Jawa n Bandar a

alah an

XXXX

188

Options in the above table that were not included in potential ordinary shares for the purposes of the 30 June 2002 diluted earnings 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 diluted earnings per share are marked with a "B" in the table above.

The market price of shares under option at 30 June 2003 was \$1.87 (2002: \$2.20)

No options have been issued since year ead.

The following options have been exercised after year end and before the date of this report:

Exercise date:	Exercise orice	Number of options exercised
01/07/2003	\$1.368	48,000
28/07/2003	\$1,368	120,000
14/08/2003	\$1.393	60,000
10/09/2003	\$1.758	30,000
11/09/2003	\$1.758	36,000
16/09/2003	\$1.758	30,000

There are no unissued shares under option as at the date of this report, other than those referred to above.

	Consolidated		Parent entity
	2003 \$000s	2002 \$000s	2003 SOOOS	2002 \$0000
20. RESERVES
Capital redemption reserve	3	3	з	3
Asset revaluation reserve	542	542	542	542
Foreign currency translation reserve	(18, 452)	5,869
	(17, 907)	6,414	545	545
Movement during the year
Asset revaluation reserve
Opening balance	542	542	542	542
Closing balance	542	542	542	542
Foreign currency translation reserve
Opening balance	5.869	30,234
Translation of overseas subsidiaries ®	(24, 321)	(24, 365)		$\overline{\phantom{0}}$
Closing balance	(18, 452)	5,869		$\overline{\phantom{0}}$

(a) This amount is the net gains and losses on hedge transactions and intercompany loans after adjusting for related income tax effects.

1999 - Alexandria I

1999 - Johann Barnett, fransk forsk forsk forsk forsk forsk forsk forsk forsk forsk forsk forsk forsk forsk

21. EMPLOYEE ENTITLEMENTS

(a) Employee share and option scheme

Computershare 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 as the employee's death or retirement. The exercise price of the option is set at an amount equal to the market value of the shares at the date of option grant.

During the year ended 30 June 2001 the company introduced an Exempt Employee Share Plan. The Plan gives Computershare employees the opportunity to acquire shares in Computershare Limited. Each year, participating employees can make contributions from their pre-tax salary to acquire \$500 worth of shares in the company. Such employee contributions are matched by the company with an additional \$500 worth of shares being acquired for each participating employee. All permanent employees in Australia with at least 3 months service are entitled to participate in this Plan.

During the year end 30 June 2002 the plan was amended to enable Computershare to match dollar for dollar any employee pre-tax contributions to a maximum of \$3,000 per employee. Shares purchased and funded by employee pre-tax salary must remain in the plan for a minimum of ? year. Matching company funded shares must be kept in the plan for a minimum of 2 years or they will be forfeited. All permanent employees in Australia with at least 3 months service are entitled to participate in this Plan. A derivative of this Plan has been made available to employees in New Zealand, the United 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 accordance with an employee share plan on a discretionary basis having regard to special circumstances as determined by the Remuneration Committee. Such shares may be subject to vesting and performance criteria as determined by the Board or the remuneration committee.

	Ordisary shares			Options
	2003 \$000s	2002 \$000s	2003 \$000s	2002 \$000s
Total number allocated to employees during the year Total aumber allocated to employees since commencement	3,834,733	373.500		8,548,350
of the scheme	5,727,106		1,892.373 41.540.427	41,540,427
Total number of employees eligible to participate in the scheme Proceeds received and receivable from share issues or	5.029	5.321	5,029	5.321
option conversions during the year (\$000s).	1.539	7.090	1.539	7.090
Fair value of shares issued through the employee share plan®	5,400	2.014
Proceeds received and receivable from issues during the year (\$000's)

(i) Fair value is determined by the closing price at the end of the day's trading on the Australian Stock Exchange. Purchase entitlements not taken up by employees are forfeited, accordingly no shares or options remain available at balance date for purchase.

	Consolidated		Parent entity
	2003 \$000s	2002 \$000s	2003 \$000s	2002 \$0000
(b) Employee entitlements recognised
Aggregate employee entitlement liability (Refer Note 17 and Note 14)	14.329	13.831	700	741

(c) Number of employees

The number of full time equivalent employees as at the end of the financial year was 5.029 (2002; 5.321).

FOR THE YEAR ENDED 30 JUNE 2003

	Consolidated		Parent entity
	2003 \$000s	2002 \$600s	2003 \$000s	2002 \$000s
22. FOREIGN CURRENCY EXPOSURE
Current assets
Amounts receivable in foreign currency which are not effectively hedged:
– Canadian Dollars	29,368	30,968	1,302	1,362
– Cyprus Pounds		65
- Euros	3,459	5,791
– Hong Kong Dollars	5,276	8,585
- Irish Punts
- New Zealand Dollars	1.633	2,376
- Philíppines Peso	46	36
- Pounds Sterling	35,904	42,623
- South African Rand	6,104	7,190
- United States Dollars	21,958	28,225	402
Current liabilities
Amounts payable in foreign currency which are not effectively hedged:
– Canadian Dollars
- Irish Punts
- New Zealand Dollars
- Philíppines Peso	93
- Pounds Sterling	25,178
- South African Rand	4.222	2,466
- United States Dollars			2,030	1,404
Non-current assets
Amounts receivable in foreign currency which are not effectively hedged:
- Canadian Dollars	617
- Hong Kong Dollars			3,634
- Irish Pants				3,090
- New Zealand Dolfars			1,077	4,576
- Philíppines Peso			810	910
- Pounds Sterling			43,983	156,316
– South African Rand			1,353	456
- United States Dollars	151
Non-current liabilities
Amounts payable in foreign currency which are not effectively hedged:
- Canadian Dollars	50,942	19,577		19,577
- Hong Kong Dollars			14,392	18,353
- Irish Punts
- Pounds Sterling	45,837	40,486		22,942
- South African Rand	2,357	4,338
- United States Dollars	31,587	14,344		7,072

DI TITANG
MANGGUNIA

W.

Go Maria Maria

The Australian dollar equivalents of foreign currency monetary items included in the Statements of Financial Position headings to the extent that they are not effectively hedged are set out above. These amounts include the payables and receivables of foreign subsidiaries that are not effectively hedged by other foreign carrency denominated items.

Kanadian Serika di Ba 1990 - James Bernard, man

1999 - John Alexander (

1999 - Johann Maria Santan, masjid a shekara 2001 - Ang ang pag-ang mga mga mga mga mga mga mga mga mga mg

a) Superannuation commitments

Defined Contribution Funds

The 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 various percentages of employees' gross salaries as set out below:

Australian controlled entities contribute to the defined contribution funds as follows:-

Category 1 Management (employer contributions, voluntary employee contributions of at least 1%)

Category 2 Staff (statutory employer contributions, 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 10% and 25% of employees' base salary dependent upon years of service

Defined Benefit Funds

Computershare Hong Kong Investor Services Limited maintained a defined benefit superannuation scheme which provides benefits 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 2001 and the financial report of the fund for the year ended or Personal reports to relative them.

A FIRCRITIBLE ZUDZ IN NEL GIJL 8N SUBDWN.
				Consolidated \$0006
Computershare Hong Kong Investor
Services Limited - Staff Retirement Plan
Actuarial valuation of plan assets at 1 January 2001				16,841
Actuarial valuation of aggregate past services liability at 1 January 2001				13.964
Net surplus				2,877
Actuarial valuation of vested liability as at 1 January 2001				12,924
		Consolidated		Parent entity
	2003	2002	2003	2002
	\$000s	\$000s	SOOGS.	\$0006
(b) Finance lease commitments Fínance lease commitments are payable as follows:
$-$ Not later than 1 year	1.767	2.323	617	678

ד וזטנוסוס: נווסוד דין קסטו	.	ن ے ز ے	.	.
- Later than 1 year but not later than 5 years.	2,216	3,187		617
Total commitments	3.983	5,310	617	1,295
Less: Future finance charges
- Not later than 1 year	(169)	(268)	(19)	(65)
- Later than 1 year but not later than 5 years.	(224)	(260)		(19)
Total future finance charges	(393)	(528)	(19)	(84)
Net finance lease liability	3.590	4.782	598	1.211
Reconciled to:
- Current liability (Note 15)	2.817	3.503	598	613.
- Non-current liability (Note 15)	773	1.279		598
	a gan	A 792	598	1.211

Finance leases are entered into as a means of funding the acquisition of minor items of plant and equipment. Rental payments 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 to approximate 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.

FOR THE YEAR ENDED 30 JUNE 2003

		Consolidated		Parent entity
	2003 \$000s	2002 \$000s	2003 SOOGS:	2002 \$0000
23. COMMITMENTS (continued)
(c) Operating lease commitments
Operating lease rentals are payable as follows:
- Not later than 1 year	30.924	31.630	2,303	2,866
- Later than 1 year but not later than 5 years	94,977	87.864	8.466	4,797
- Later than 5 years	64,433	71,078	3,790
	190.334	190.572	14,559	7,663

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 lease commitments in respect of the rental of various premises are subject to market review at various intervals. Certain leases include an option to renew. No operating leases contain restrictions on financing or other leasing activities.

Included within the above is a property lease commitment relating to the new global headquarters of the company to be established in Melbourne during 2003/4. This transaction was announced on 13 March 2003.

24. DETAILS OF CONTROLLED ENTITIES

The financial years of all controlled entities except for Computershare Canada Inc and its subsidiaries, Computershare Hong Kong Investor Services Limited (prev. Central Registration (Hong Kong) Limited ) and its subsidiary is the same as that of the parent entity. These entities have a 31 December year end.

The consolidated financial statements as at 30 June 2003 include the following controlled entities.

			Percentage of shares held.
Narse of controlled entity Place of incorporation			30/06/2003 呢	30/06/2002 %
Computershare Limited	Australia	(2)
ACN 080 903 957 Pty Ltd	Australia	(2)	100	100
ACN 082 103 295 Pty Ltd	Australia		100	300
ACN 082 134 503 Pty Ltd	Australia		100	300
ACN 088 820 633 Pty Ltd	Australia	(4)(6)	100	300
CDS international Limited	Australia	(4)	100	300
Computershare Document Services Limited	Australia	(4)	100	300
Computershare Document Services Limited	United Kingdom	(1)	100	300
ACN 081 035 752 Pty Ltd	Australia	(2)	100	300
Computershare Systems (Philippines) Inc	Philippines	(1)	100	300
Computershare Hong Kong Investor Services Limited	Hong Kong	(1)	76	76
Hong Kong Registrars Limited	Hona Kona	(1)	76	76
Computershare Inc.	United States of America	(1)	100	100
Computershare Technology Services Inc	United States of America	(1)	100	300
Computershare Trust Company of New York Inc.	United States of America	(1)	100	300
Computershare Financial Services Inc.	United States of America	(1)	100	300
Computershare Investor Services LLC	United States of America	(1)	100	300
Computershare Trust Company Inc.	United States of America	(1)	100	300
Computershare Analytics (North America) Inc.	United States of America	(1)	100	300
Computershare Document Services Inc.	United States of America	(1)	100	300
Computershare Securities Corporation Inc.	United States of America	(1)	100	300
ACN 005 273 647 Pty Ltd	Australia	(2)(6)	100	300
Computershare Registry Services (PNG) Pty Ltd	Papua New Guinea	(1)	100	300
Fínancial Markets Software Consultants Pty Ltď	Australia	(3)	100	300
Computershare Analytics Pty Ltd	Australia	(4)	100	300
Obadele Pty Ltd	Australia	(5)	100	300
Computershare Clearing Pty Ltd	Australia	(2)	100	300
Computershare Depository Pty Ltd	Australia	(4)	100	300
Computershare Finance Company Pty Ltd	Australia	(4)	100	300
Computershare Technology Services Pty Ltd	Australia	(3)	100	300
Registrars Holdíngs Pty Ltď	Australia	(2)	100	300
Computershare Investor Services Pty Ltd	Australía	(2)	100	300

Narse of controlled entity	Place of incorporation		Percentage of shares held 30/6/2003	30/6/2002
			%	-%
CRS Custodian Pty Ltd	Australia	(3)	100	100.
Computershare Plan Managers Pty Ltd	Australia	(4)	100	100.
Computershare Plan Co Pty Ltd	Australia	(5)	100	100.
CPU Share Plans Pty Ltd	Australia		100	$\overline{\phantom{m}}$
CIS Debt Securities Pty Ltd	Australia	(5)	100	300
CIS (WA) Pty Ltd	Australia	(5)(6)	$\overline{\phantom{0}}$	100
Global Register (Australia) Pty Ltd	Australia	(3)(6)	$\overline{\phantom{0}}$	100.
Sepon (Australia) Pty Ltd	Australia	(2)	100	300
Computershare Limited	United Kingdom	(1)	100	100
Computershare Investments (UK) Limited	United Kingdom	(1)	100	100.
Computershare Technology Services (UK) Ltd	United Kingdom	(1)	100	100
Computershare Trustees Limited	United Kingdom	(1)	100	100
Computershare Registry Services Limited	United Kingdom	(1)	100	300
Citywatch Limited	United Kingdom	(1)	100	100
Hlulumiti Limited	United Kingdom	(1)	100	100.
Computershare Analytics (UK) Limited	United Kingdom	(1)	100	100
Computershare Analytics SARL	France	(1)	100	$\overline{\phantom{a}}$
Computershare Investor Services PLC	United Kingdom	(1)	100	100
Exchange Registrars Limited	United Kingdom	(1)	100	100.
Computershare Company Nominees Limited	Scotland	(1)	100	100
Computershare PEP Nominees Limited	Scotland	(1)	100	300
Computershare Services Nominees Limited	Scotland	(1)	100	300
Computershare Services (Channel Islands) Limited	Channel Islands	(1)	100	100
Computershare Investments (UK) (No. 2) Limited Computershare Canada Inc	United Kingdom Canada	(1) (1)	100 100	100. 300
Computershare Trust Company of Canada	Canada	(1)	100	100.
Computershare Investor Services Inc.	Canada	(1)	100
Computershare Finance LLC	United States of America	(1)	100
Computershare South Africa (Pty) Ltd (prev. Computershare
Services (South Africa) Pty Ltd)	South Africa	(1)	77.43	81.7
Computershare Ltd (prev. Computershare Custodial Services Ltd)	South Africa	(1)	77.43	81.7
Computershare Nominees (Pty) Ltd	South Africa	(1)	77.43	81.7
CTS Outsourcing Limited (prev. Computershare Outsourcing Limited)	South Africa	(1)	38.75	81.7
Míau Investment Managers Ltd	South Africal	(1)	77.43	81.7
Computershare Investor Services Limited	South Africa	(1)	77.43	81.7
Computershare Management Services (Pty) Ltd	South Africa	(1)	77.43	81.7
Computershare Plan Managers (Pty) Ltd	South Afríca	(1)	77.43	81.7
Computershare CSDP Nominees (Pty) Ltd
(prev. Mercantile CSDP Nominees (Pty) Ltd)	South Africa	(1)	77.43	81.7
Computershare Custodial Nominees (Pty) Ltd
(prev. Mercantile Custodial Nominees (Pty) Ltd)	South Africa	(1)	77.43	81.7
Computershare Shareholders Nominee (Pty) Ltd (prev. Mercantile Shareholders Nominee (Pty) Ltd)	South Africa	(1)	77.43	81.7
Computershare Analytics (Pty) Ltd	South Africa	(1)	77.43	40.1
Computershare Investor Services (Ireland) Ltd	Ireland	(1)	100	100
Computershare Technology Services (Ireland) Ltd	Ireland	(1)	100
Computershare Trustees (Ireland) Ltd	Ireland	(1)	100	100
Computershare Systems (N.Z.) Ltd	New Zealand	(1)	100	100
Computershare New Zealand Limited	New Zealand	(1)	100	100
Computershare Investor Services Limited	New Zealand	(1)	100	100.
CIS (NZ) Limited	New Zealand	(1)	100	100
Computershare Services Ltd	New Zealand	(1)	100	100.
CRS Nominees Ltd	New Zealand	(1)	100	100
Sharemart NZ Limited	New Zealand	(1)	100	100

(1) Controlled entities audited by other PricewaterhouseCoopers member firms. The USA and treland 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 Computershare Limited which provides that all parties to the deed will guarantee to each creditor payment in full of any debt of each company participating in the deed on winding-up of that company. As a result of a

Class Order issued by the Australian Securities 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.

1999 - John Barbott, francouzski filozof a da da secundaria da comunicação da comunicação da comunicação da comunicação da comunicação da comunicação
A comunicação da comunicação da comunicação da comunicação da comunicação da comunicação da comunicação da com

1999 - Joseph II

(4) These companies became parties to the deed of cross guarantee noted in (2) above on 29 June 2001.
(5) These companies became parties to the deed of cross guarantee noted in (2) above on 26 June 2002.
(6) These compani

FOR THE YEAR ENDED 30 JUNE 2003

24. DETAILS OF CONTROLLED ENTITIES (continued)

Financial information for class order Closed Group.

	2003 \$000s	2002 \$0000
Computershare Limited Closed Group Statements of Financial Position
Current Assets
Cash assets	14,479	25.971
Receivables	40,326	34.572
Inventories	462	563
Tax assets		1,127
Other Total Current Assets	3,033 58,300	3,187 65,420
Non-Current Assets Receivables	249,282	260,310
Other financial assets	397,081	390,553
Property, plant and equipment	17,271	21,272
Deferred tax assets	30,619	19,508
Intangibles - goodwill	61,195	66,552
Other	2,393	896
Total Non-Current Assets	757,841	759,091
Total Assets	816,141	824,511
Current Liabilities
Payables	21,755	28,723
Interest bearing liabilities	1,244	1,502
Current tax liabilities Provisions	9,766 1,140	3,193 15,043
Other – deferred settlement of acquisition of entity
Total Current Liabilities	33,905	48,461
Non-Current Liabilities Interest bearing liabilities	130,566	218,650
Deferred tax liabilities	6,190	8,066
Provisions	3,660	3,333
Total Non-Current Liabilities	140,416	230,049
Total Liabilities	174,321	278,510
Net Assets	641,820	546,001
Equity
Contributed equity - ordinary shares	324,881	361,693
Contributed equity - reset preference shares	147,195	147,205
Preference shares held by subsidiary outside of the closed group	104,596
Reserves	624	631
Retained profits	64,524	36,472
Total Equity	641.820	546,001

-------------- Sales revenue Other revenues from ordinary activities	178.872 65.204	187.460 31.778
Total Revenue	244.076	219.238

2002
120,062
40,866
16.248
6,846
383
184,405
34,833 (6,944)
27,889 $\overline{\phantom{000000000000000000000000000000000000$
27,889
27,889

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	36.472	30.088
Profit from ordinary activities after income tax expense/benefit	49.722	27,889
Dividends provided or paid	(21.670)	(21.505)
Retained profits at the end of the financial year	64.524	36.472

(a) Depreciation and amortisation expense for the prior period has been reclassified to Direct services, Technology services and Corporate services.

25. REMUNERATION OF DIRECTORS AND OFFICERS

a) Income of directors

Karl Santa Landard Santa Landard Santa Landard Santa Landard Santa Landard Santa Landard Santa Landard Santa 1998 - Samuel Barbon, Amerikaansk filozof fer

The number of directors of the parent entity who were paid, or were due to be paid, income (including brokerage, commissions, bonuses, retirement payments, superannuation and salaries, but excluding prescribed benefits disclosed later in this note under "retirement benefits") directly or indirectly from the company or any related party, as shown in the following bands, were:

	2003	2002
$$0 - $9.999$
$$90,000 - $99,999$
$$10.000 - $19.999$
$$120,000 - $129,999$
$$180.000 - $189.999$
\$370,000 - \$379,999
\$380,000 - \$389,999
\$400,000 - \$409,999
\$410,000 - \$419,999
\$470,000 - \$479.999
\$490,000 - \$499.999
$$2,310,000 - $2,319,999^{\circ\circ}$
The aggregate income of the directors referred to above	\$3,671,565	\$2,084,056

a) Other benefits include a separation payment of \$1,642,924.

The total of all income paid or payable, directly or indirectly, from the respective entities of which they are a director, or from any related party, to all the directors of each entity in the consolidated entity was \$15,638,059 (2002: \$16,500,083). This amount includes the value of insurance premiums and indemnity payments made for the benefit of directors but excludes the value of options granted during the period, as these are granted at no cost to the company.

FOR THE YEAR ENDED 30 JUNE 2003.

25. REMUNERATION OF DIRECTORS AND OFFICERS (continued)

b) Income of executives

The numbers of executive officers (including executive directors detailed above) whose total income for the year falls within the following bands were:

RA SA CARACTER

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ter Maria di

NATIONAL
MANAGERIKA

W.

W

	Consolidated			Parent entity
	2003	2002	2003	2002
$$150,000 - $159,999$
$$160,000 - $169,999$
\$170,000 - \$179,999
$$180.000 - $189.999$
$$190.000 - $199.999$
\$200,000 - \$209,999
\$220,000 - \$229,999
\$240,000 - \$249,999
\$260,000 - \$269,999
\$300,000 - \$309,999
\$320,000 - \$329,999
\$360,000 - \$369,999
\$380,000 - \$389,999
\$390,000 - \$399,999
\$400,000 - \$409,999
\$410,000 - \$419,999
\$470,000 - \$479,999
The aggregate income of the executives referred to above was	\$3,506,185		\$1,901,300 \$1,085,913	\$386,333

Income of executives comprises amounts paid or payable to executive officers domiciled in Australia, directly or indirectly, by the consolidated entity or any related party (but excluding prescribed benefits disclosed later in this note under "retirement benefits") in connection with the management of the affairs of the entity or consolidated entity, whether as executive officers or otherwise.

Aggregate income of executives does not include the value of options granted during the period, as these are granted at no cost to the company.

Executives for this disclosure include only those persons who, during the year, had the greatest authority for managing the group.

Retirement henefits

There were no retirement allowances paid to directors or principal executive officers of the company and the controlled entities during the period.

	Consolidated		Parent entity
	2003 S.	2002 Ÿ,	2003 -5	2002 S.
26. REMUNERATION OF AUDITORS
Remuneration received, or due and receivable, by the auditors of the parent entity and its affiliates for: Auditing or review of financial statements - Arthur Andersen		377.000		89.000
- PricewaterhouseCoopers	1,487,000	1,000,000	415,680	150.000
Other services ®
- Arthur Andersen		75.000		44,000
- PricewaterhouseCoopers	253.000	188.000	11.034
Remuneration received, or due and receivable, by auditors other than the auditor of the parent entity and its affiliates for:
Auditing or review of financial statements		38.000
Other services		325.000

(a) This relates primarily to regulatory and compliance services.

(a) Directors

1999 - Albert Maria B 1990 - James Bernard, man

a sa mga mga mga mga mga mga mga mga mga mg

1999 - Johann Stoff, Amerikaansk filozof

The following directors held the position of director of Computershare Limited during all of the past two financial years, unless otherwise stated:

P D DeFeo (Appointed 4 June 2002) M E Elliot (Appointed 5 January 2001, Resigned 8 November 2001) T M Butler (Appointed 15 May 2003) W E Ford (Appointed 17 January 2003) P J Griffin P J Maclagan C J Morris A S Murdoch #D Saville (Appointed 1 May 2002, Resigned 15 May 2003) A N Wales

Details of directors' remuneration and superannuation payments are set out in Note 25.

(b) Directors' shareholdings

		Shares issued by the Parent entity
	2003	2002
Ordinary shares held at the end of the financial year	107,236,751	105,812,751
Reset preference shares held at the end of the financial year	1,330	330
Options held at the end of the financial year
Ordinary dividends received during the year in respect of those ordinary shares	\$5,327,163	\$1,050,415
Reset preference dividends received during the year in respect of those reset preference shares	\$7,315	\$925
Reset preference shares acquired by directors during the financial year	1,000	330
Ordinary shares acquired by directors during the financial year	1,527,000	1,589,567
Ordinary shares disposed of by directors during the financial year	103,000	250,000
(c) Other transactions with directors or director-related entities C J 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. Rent received by Modara Grange Pty Ltd	\$18,750	\$8,550
C J 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 ordinary 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. Rent received by Ellon Holdings Pty Limited	\$27,581	\$191,032

(d) Wholly owned group The 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 2)
• 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)

These transactions were undertaken on commercial terms and conditions.

FOR THE YEAR ENDED 30 JUNE 2003

27. RELATED PARTY DISCLOSURES (continued)

(e) Associated entities

Computershare Technology Services Pty Ltd has a receivable of \$484,560 (2002: \$413,993) from Cheimer Limited. This receivable has been fully provided for. The current year provision made is \$70,567 (2002: \$98,339).

Computershare New Zealand Ltd has a receivable of \$1,727,118 (2002; \$1,563,742) from Chelmer Limited. This receivable has been fully provided for. The current year provision made is \$163,376 (2002; \$261,175).

Maria Bira

A SAKATA

XXXX

WA K

Computershare Technology Services Pty Ltd has made sales of \$70,567 (2002: \$98,339) to Chelmer Limited.

Computershare Limited (incorporated in UK) has a receivable of \$577,173 (2002; nil) from Deutsche Börse Computershare GmbH. This receivable is in respect of costs paid on behalf of Deutsche Börse Computershare GmbH.

Computershare Limited (incorporated in UK) has a receivable of \$720.322 (2002; ail) from ComputersharePepper SRM Limited (a wholly owned subsidiary of pepper technologies AG). This receivable is in respect of costs paid on behalf of ComputersharePepper SRM Limited.

There have been no transactions between the group and The National Registry Company.

(f) Ultimate controlling entity

The ultimate controlling entity of the consolidated entity is Computershare Limited.

28. SIGNIFICANT EVENTS AFTER BALANCE DATE

No 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 the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years, other than on 19 August 2003 the company issued 548,271 ordinary shares to Citigroup in consideration of the release of the company's obligation to issue up to 10.581.633 shares for \$1.83 per share on the exercise of a like number of options.

29. FINANCIAL INSTRUMENTS

The consolidated entity uses derivative financial instruments to manage specifically identified interest rate and foreign currency risks. The consolidated entity is primarily exposed to the risk of adverse movements in the Australian dollar relative to certain foreign currencies, including the United States dollar. Canadian dollar and Great British pound, and to movements in interest rates The purposes for which specific derivative instruments are used are as follows:

The consolidated entity raises non-Australian doilar denominated debt that is designated as a hedge of the net investment in selfsustaining foreign operations, in which case the exchange gain or loss is transferred to the foreign currency translation reserve. Forward exchange contracts and foreign currency options are also used by the consolidated entity in relation to foreign subsidiaries' earnings. To the extent that the financial instrument does not satisfy the conditions for hedge accounting as set out in UIG 33, those gains or losses are recognised immediately in the statement of financial performance.

The consolidated entity uses interest rate derivatives to manage the floating interest rate exposure that arises as a result of maintalning paying agent and escrow agent accounts on behalf of customers and to enhance returns on funds. The United Kingdom operations also use interest rate swaps to manage the interest rate exposure on certain Save As You Earn Schemes ("SAYE") as described below.

(a) Administration of Save As You Earn Schemes

1999 - James Berg

1999 - Jan Alexandro Maria (

1999 - Joseph II

Computershare Investor Services PLC, a controlled entity of Computershare Limited, administers approximately 200 SAYE schemes on behalf of various listed UK entities. Under such schemes, employees make requiar monthly contributions which attract government set interest or bonus credits. Interest is generally calculated at 1.0 times one month contributions for 3 year plans, 3.7 times one month contributions for 5 year plans and 7.6 times one month contributions for 7 year plans. The total contribution plus interest is then used by the employees to purchase shares in the sponsoring listed entity. Employees leaving a Scheme early receive interest at reduced rates. Employees' monthly contributions are held by a licensed deposit taker who enters into SAYE contracts with the employees and, as such, is responsible to repay the principal contribution plus the legislated 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 payment required by law. These arrangements create interest rate risk due to the fixed rates payable on employee monthly contributions 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 2003 amounted to \$48.7 million (2002: \$56.9 million), of which a significant portion is payable to participants.

In addition extensive modelling is undertaken to determine the net present value of the forecast cash outflows to employees with adjustments to reflect forecast attrition rates.

(b) Paving Agent Funds Administration

In addition to the above SAYE scheme administration bank accounts, Computershare maintains certain paying agent and escrowagent accounts on behalf of customers. Computershare earns service fee income for administering funds as part of the service. Such funds, which at year end approximated \$3.2 billion (2002: \$3.9 billion), are deposited in agency bank accounts at call. Given the nature of the accounts, neither the funds nor an offsetting liability are included in the Group's financial statements.

During the year ended 30 June 2002 an overseas entity became a licensed deposit taker. As at year end this controlled entity has accepted broker client deposits in its own name which at year end approximated \$36 million (2002: \$41 million), and recorded these funds as other financial assets together with a corresponding liability. The deposits are insured through a local regulatory authority.

(c) Interest rate risk exposures

The consolidated entity is exposed to interest rate risk through primary financial assets and @abilities, modified through derivative financial instruments such as interest rate swaps and options. The following table summarises the interest rate risk for the consolidated entity, together with effective interest rates as at the balance date.

			Exed isterest rate maturing in
	Floating interest.	1 year	Over \$15	Non-katerest			Average interest rate
As at 30 June 2003	rale (a) \$000	or less. \$000	5 years	bearing \$000	Total \$000	Floating Vb	Fored $\%$
			\$000
Financial assets
Cash	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 liabilities
Broker client deposits	35,987				35,987	3.00
Trade creditors				5.711	5,711
Fínance lease líabilities		2,817	773		3,590		6.98
Other loans				1,000	1,000
Bank Ioan		2,747	2,357		5,104		15.50
Revolving multicurrency facilities	129,793			$\qquad \qquad -$	129.793	3.15
	165,780	5,564	3,130	6,711	181,185

FOR THE YEAR ENDED 30, ILINE 2003

29. FINANCIAL INSTRUMENTS (continued)

	Floating interest	1 year	Fixed is lerest rate maturing in Over \$ to	Non-islæest			Average interest rate
As at 30 June 2002	rate (a) \$000	or less \$000	5 years. \$000	bearing \$000	Total \$000	Floating %.	Foxed $\%$
Financial assets
Cash.	74,327				74.327	3.38
Broker client deposits	41,517				41,517	2.63
Trade debtors			-	100,826	100,826
Non-trade debtors and loans				10,907	10,907
	115,844		-	111,733	227,577
Financial liabilities
Broker client deposits	41,517				41,517	2.63
Trade creditors				14,169	14,169
Fínance lease líabilities		3,503	1,279		4.782		6.75
Other loans				1,000	1.000
Bank Ioan		2,472	4,338		6,810		15.50
Revolving multicurrency facilities	97,207				97,207	3.78
Hedge payables				8,044	8,044
	138,724	5.975	5,617	23,213	173,529

1999 biztanlar

(a) Floating interest rates represent the most recently determined rate applicable to the instrument at balance date.

The interest rate exposures set out in the above table do not include the exposure relating to SAYE account balances and paying agent balances. Under the SAYE schemes there are at year end approximately GBP 273 million (2002: GBP 255 million) of employee account balances earning fixed rates as described in Note 29(a), (oterest rate swaps of GBP 218 million (2002; GBP 231 million) are in place to hedge the floating rate receivables against fixed rate payable amounts forecast. The effect of the interest rate swaps is to convert the income margin on administered funds to a fixed rate and to hedge the cost of fixed rates credited to employee account balances. The margin between the fixed rates paid to SAYE participants and fixed rates received via the interest rate swaps is approximately 0.8%. The average floating interest rate at balance date is 3.75%. The maturity profile of these swaps is generally between one to five years. In relation to paying agent balances (refer Note 29(b)). Computershare has in place interest rate swaps and options totalling \$1.4 billion (2002: \$1.3 billion).

(d) Credit risk exposures

Credit 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 high credit ratings.

The consolidated entity's exposure to "on Statements of Financial Position" credit risk is as indicated by the carrying amounts of its financial assets. Concentrations of credit risk (whether or not recognised in the Statements of Financial Position) exist for groups of counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The consolidated entity does not have a significant exposure to any individual counterparty.

The consolidated entity minimises concentrations of credit risk by undertaking transactions with a large number of debtors in various countries and industries. The software sales and development segment transacts primarily with the broking and financial markets industry. The registry and bureau sector transacts with various listed companies across a number of countries.

The major geographic concentrations of credit risk arise from the location of the counterparties to the consolidated entity's financial assets as shown in the following table:

		Consolidated
	2003	2002
Location of Credit risk	SOOGS:	\$000s
Australia	25,679	27,064
Canada	19,530	21,654
Hong Kong	5,433	5,594
Finland	861	$\overline{\phantom{0}}$
treiand	3,738	5,301
New Zealand	1,257	2,111
Philippines	46	36
South Africa	6,100	7,326
United Kingdom	22,055	27,689
United States of America	11,854	13,923
Other European	911	$\overline{\phantom{a}}$
Other	338	1,035
	97,802	111,733

The following table summarises the consolidated entity's credit exposure on derivative financial instruments with a positive net fair value and has been reduced by unfavourable contracts with the same counterparty pursuant to master netting agreements, 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.

		Consolidated
Derivatives	2003 SOOOS	2002 \$0000
Interest rate derivatives - SAYE schemes	48.703	56,862
Foreign exchange derivatives	1.970	$\overline{\phantom{0}}$
Interest rate derivatives - other	15.674	1.424
	66,347	58,286

(e) Net fair value of financial assets and liabilities

The carrying amounts of trade debtors, trade creditors, finance leases and loans approximate their fair values.

	Consolidated
	Carrying amount \$000	2003 Net fair value \$000	Carrying amount SOOOS	2002 Net lair value \$0000
Derivatives
Foreign exchange options	(115)	1.602		73.
Foreign exchange contracts	$\overline{\phantom{0}}$	368	(7.965)	(7,958)
Interest rate derivatives	691	14,893	1.898	(788)

(f) Foreign Exchange

Karatan Suma San San Angguna

The following table summarises by currency the Australian doilar value of forward foreign exchange agreements. Foreign currency amounts are translated at rates current at the reporting date. The 'buy' amounts represent the Australian dollar equivalent of commitments to purchase foreign currencies, and the sell amount represents the Australian dollar equivalent of commitments to sell foreign currencies. Contracts to buy and sell foreign currency are entered into from time to time to hedge the net investment in and earnings from foreign operations.

FOR THE YEAR ENDED 30 JUNE 2003

29. FINANCIAL INSTRUMENTS (continued)

				2003	2002
Currency		Average Exchange Rate	Buy	Sell	Buy.	Sell
	2003	2002	\$000s	\$000s	\$000s	\$000s
United States dollars:
3 months or less		0.6055				85,285
Over 3 months to 12 months
Canadian dollars:
3 months or less	0.8879	0.8793	1.227	2,917	1,052	88,008
Over 3 months to 12 months	0.8906			7,579
British pounds:
3 months or less	0.3840		1,241	1,494
Over 3 months to 12 months		0.3690				540
New Zealand dollars:
3 months or less	1.0929	1.1761	262	1.086		507
Over 3 months to 12 months	1.0925	1.1761	-	2,471		1,522
Total			2,730	15,547	1.052	175,862

n ya Kil

W.

30. NOTES TO THE STATEMENTS OF CASH FLOWS

(a) Reconciliation of cash

For 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 is reconciled to the related items in the Statements of Financial Positions as follows:

		Consolidated	Parent entity
	2003 \$000s	2002 \$600s	2003 \$000s	2002 \$0000
Cash at bank and on hand	48.764	42,504	1,602	2,542
Short-term deposits	12,064	31,823	2,006	7,000
Shown as cash on statement of financial performance	60,828	74,327	3,608	9,542
(b) Reconciliation of net profit after income tax
to net cash provided by operating activities
Net profit after income tax	17,133	57,753	45,460	58,556
Adjustments for non-cash income and expense items:
- Depreciation of property, plant and equipment	24,894	21,951	453	406
- Amortisation of leased assets	1,193	1,115	514	618
- Amortisation of leasehold improvements	2.905	2.006	16	16
- Amortisation of employee shares	347	85	223	74
- Amortisation of establishment costs	135	67
- Amortisation of premium/(discount) on forward exchange contracts	(2,318)	(1.485)
- Amortisation of goodwill	31,263	29,869		$\overline{\phantom{0}}$
- Foreign exchange (gains)/iosses on hedges			(27)	(23)
- Foreign exchange (gains)/iosses unrealised		(802)	(6, 590)	(1, 346)
- Foreign exchange (gains)/fosses on financial instruments	(509)	(1.406)		(1,070)
- (Profit)/loss on sale of plant and equipment	419	(5)
- (Profit)/loss on sale of investments	(8)	(1,889)
- Share of net (profit)/loss in associates using equity accounting	2.036
- Decrease in underwriting Bability to controlled
entity following aovation of financial instruments.			${8,044}$	(16, 914)
- Other	(81)		(1)

		Consolidated		Parent entity
	2003 \$000s	2002 \$000s	2003 SOOGS.	2002 \$0000
(b) Reconciliation of net profit after income tax to net
cash provided by operating activities (continued)
– Changes in assets and liabilities:
- (increase)/decrease in accounts receivable	9,361	10.168	393	(2,050)
- (increase)/decrease in prepayments	(1,095)	(1.441)	237	(757)
- (Increase)/decrease in inventory	(748)	1.486
- (increase)/decrease in current tax assets	735	(1.733)	5
- (increase)/decrease in deferred tax assets	(9,948)	(10.857)	(5.399)	6.096
- (Increase)/decrease in other assets	(2,512)	(377)	141	-59
- Increase/(decrease) in payables	(8, 462)	(4.091)	807	(314)
- Increase/(decrease) in income tax liabilities	(937)	(20.592)	10,437	(3,478)
- Increase/(decrease) in provisions	15.343	(10.300)	66	(329)
- Increase/(decrease) in deferred tax liability	(806)	9.424	(424)	(2,601)
- Increase/(decrease) in reserves	(2, 161)	408
Net cash provided by operating activities	76.179	79,354	38,267	37,143

(c) Controlled entities acquired or formed

1999 - James Barbara

The following controlled entities were acquired or formed by the consolidated entity at the dates stated and their operating results have been included in the Statements of Financial Performance from the relevant date.

Entity acquired	Date acquired.	Propertien et		Consideration
		shares acquired.	2003 SOOGS:	2002 \$000s
Obadele Pty Ltd	27 July 2001	100%
CIS Debt Securities Pty Ltd (prev. BT Registries Pty Ltd)	1 September 2001	100%		10.253
CIS (WA) Pty Ltd (prev. BT Registries (WA) Pty Ltd)	1 September 2001	100%
CIS (NZ) Limited (prev. BT Portfo@o Services (NZ) Limited)	1 September 2001	100%		2,827
Citywatch Limited (prev. Computershare Analytics (UK) Limited)	1 October 2001	100%
Mercantile CSDP Nominees (Pty) Ltd	2 April 2002	100%
Mercantile Custodial Nominees (Pty) Ltd	2 April 2002	100%
Mercantile Shareholders Nominee (Pty) Ltd	2 April 2002	100%
Hong Kong Registrars Limited (refer Note 30 f)	1 June 2002	100%
Computershare Analytics Pty Ltd	31 March 2003	100%	178
Total consideration			178	13.080

Computershare Canada Inc was incorporated on 3 July 2001.

Computershare Plan Co Pty Ltd, a subsidiary of Computershare Plan Pty Ltd, was formed on 10 October 2001.

Computershare Investments (UK) (No. 2) Limited was formed on 14 December 2001.

Computershare Financial Services Inc was incorporated on 30 November 2001.

Computershare lavestor Services Inc was incorporated on 9 December 2002.

Computershare Finance LLC was incorporated on 12 November 2002.

Computershare Technology Services (Ireland) Ltd was incorporated on 6 March 2003.

Computershare Analytics SARL was incorporated on 7 March 2003.

CPU Share Plans Pty Ltd was incorporated on 18 March 2003.

FOR THE YEAR ENDED 30 JUNE 2003

30. NOTES TO THE STATEMENTS OF CASH FLOWS (continued)

(c) Controlled entities acquired or formed (continued)

The amounts of assets and liabilities acquired by major class are:

	2002 2003
	\$000s \$000s
(32) Cash assets	584
Receivables	2,482 95
Prepayments	-42
Property, plant and equipment	527 83
Deferred tax assets	1.209 21
Intangible assets including goodwill on acquisition.	9.622 156
Pavables (10)	(149)
Interest bearing liabilities (135)
Current tax liabilities	(529)
Provisions	(708)
Consideration paid and payable	13,080 178

Outflow of cash to acquire the entities, net of cash acquired:

Cash balance acquired	-- 34	(584)
Outflow of cash	210	2,496

(d) Acquisition of businesses

Business aconized	Date purchased		Consideration
		2003 \$000s	2002 \$0000
Mercantile registry business-	2 April 2002	-	17,945
Charles Schwab Employee Plans	12 December 2002	1,690	$\overline{\phantom{0}}$
EFA Market Technologies	7 February 2003	7.404
Fifth Third Bancorp	-30 June 2003	3,241
Total		12.335	17.945

The amounts of assets and liabilities acquired by major class are:

Charles Schwab Essplovee Plans \$000s	EFA. Market Rechnologies \$000s	Filth. Third Bancoro \$000s	2003 SOOGS:	2002 \$0000
	7.404		7.404	3,438
2.098		5,402	7.500	17.071
(39)	(437)		(476)
				(2, 564)
2.059	6,967	5.402	14,428	17,945
(408)		(2,161)	(2, 569)
39	437		476
1.690	7.404	3.241	12,335	17,945

Kabupatèn Bang

San San San Si

(e) Financing facilities

The consolidated entity has access to the following financing facilities with a number of financial institutions:

		Consolidated	Parent entity
	2003	2002	2003	2002
	\$000s	\$600s	\$000s	\$000s
Facilities
Bank overdraft facilities	326	11,097		5,000
Bank Ioans	5,104	6,810
Leasing facility	3.637	4.782	598	727
Revolving multi-currency facility	240,000	255,500
Uncommitted facility (i)	66,898			۳
Other facilities	1.000	1.000	1,000	1,000
Total facilities	316,965	279,189	1,598	6,727
Facilities utilised
Bank overdraft facilities
Bank loans	5.104	6,810
Leasing facilities	3,590	4,782	598	727
Revolving multi-currency facility	129,793	97,207		۳
Other facilities	1,000	1,000	1,000	1,000
Total facilities utilísed	139,487	109,799	1,598	1,727
Unused facilities	177,478	169.390		5,000

The uncommitted facility has been arranged to enable the consolidated entity to offer deferred financing of options to clients as part of our Employee Plans 併 business in the UK

(f) Non-Cash transactions

On 1 June 2002 Computershare Hong Kong Investor Services Limited (CHIS) issued shares to a subsidiary of the Hong Kong Securities Clearing Company Limited (MPL) equivalent to 18% of the expanded CHIS share capital. These shares were issued in consideration for MPL transferring its interest in its Hong Kong registry operations to CHIS.

31. CONTINGENT LIABILITIES

Contingent liabilities at balance date, not otherwise provided for in these financial statements are categorised as follows:

a) Guarantees and Indemnities

Guarantees and indemnities of \$240,000,000 (30 June 2002: \$260,500,000) have been given to the consolidated entity's Australian Bankers by Computershare Limited, Computershare Technology Services Pty Limited, CDS International Limited, Computershare Investor Services Limited, Computershare New Zealand Limited, Computershare Investor Services Ltd (incorporated in NZ). Computershare Ltd (incorporated in UK), Computershare Investor Services PLC, Computershare Inc, Computershare Investor Services LLC, Computershare Services (Ireland) Ltd, Computershare Finance Company Pty Ltd, Computershare Technology Services (GK) Ltd. Computershare Financial Services Inc. ACN 081-035-752 Ptv Ltd. Computershare Investor Services Inc. Computershare Canada Inc, Computershare Finance LLC and Computershare Investments (UK)(No. 2) Ltd as security for Computershare Finance Company Pty Ltd's facilities. (Note 15).

Guarantees of \$4,944,341 (30 June 2002: \$6,226,458) have been given by Computershare Limited as security for bonds in respect of leased premises.

Guarantees of \$3,001,200 (30 June 2002: ní!) have been given by Computershare Investor Services LLC as security for payroll administration services in USA.

Bank quarantees of \$270,000 (2002; \$270,000) have been given in respect of facilities provided to Computershare Clearing Pty Ltd.

A bank guarantee of \$250,000 (2002: \$250,000) has been given in respect of facilities provided to Sepon Australia Pty Ltd.

A bank guarantee of \$150,000 (2002: \$150,000) has been given in respect of facilities provided to Computershare Investor Services Ptv Ltd.

A bank guarantee of \$256,786 (2002: nil) has been given by Computershare Technology Services Pty Ltd in relation to certain customer contacts.

Bank guarantees totalling \$2,006,465 (2002: nil) have been given by Computershare Trust Company of Canada and Computershare Investor Services Inc in respect of standby letters of credit for the payment of payroll.

FOR THE YEAR ENDED 30, BINE 2003

31. CONTINGENT LIABILITIES (continued)

b) Legal Matters

Due to the nature of operations, certain commercial claims in the normal course of business have been made against Computershare in various countries. The directors, based on legal advice, are contesting all of these matters. The majority of these claims are covered by insurance. It is considered unlikely that any material liability to the Group will eventuate.

1999 - Andre

Jesso I

WA K

c) Other

As noted in this financial report the Group is subject to regulatory capital requirements administered by certain US and Canadian banking commissions. These requirements pertain to the trust company charter granted by the commission. Failure to meet minimum capital requirements, or other ongoing requiatory requirements, can initiate action by the requiators that, if undertaken. could revoke or suspend the Group's ability to provide trust services to customers in these markets. At all relevant times the Computershare subsidiary has met all minimum capital requirements. In addition to the capital requirement, a trust company must deposit eligible securities with a custodian. The Group has deposited a certificate of deposit with the Group's custodian in this jurisdiction in order to satisfy this requirement.

Computershare Limited (Australia) has issued a letter of warrant to Computershare Custodial Services Ltd. This obligates Computershare Limited (Australia) to maintain combined tier one capital at Rand 500,000,000.

Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated subsidiaries \$7,115,160 (30 June 2002: \$7,659,921). No provision is made for withholding tax on unremitted earnings of applicable foreign incorporated controlled entities as there is currently no intention to remit these earnings to the parent entity.

32. CAPITAL EXPENDITURE COMMITMENTS

	Cosselidated		Parent entity
	2003 \$000s	2002 \$000s	2003 SOOGS:	2002 \$0000
Less than 1 year:
Fitout of premises	۔	$\overline{\phantom{a}}$	$\overline{\phantom{0}}$	245
Purchase of equipment	1.565	5.562	$\overline{\phantom{0}}$	-
	1,565	5,562	$\overline{\phantom{0}}$	245

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Kanadian Manazarta da Manazarta da Manazarta da Manazarta da Manazarta da Manazarta da Manazarta da Manazarta

33. SEGMENT INFORMATION

The consolidated entity operates predominantly in six business segments: Investor services, Plan services, Document services, Analytics services, Corporate and Technology services. The Investor services operations comprise provision of registry services. The Plan services operations comprise the provision and management of employee share plans. Document services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery. The Asia geographic segment includes Hong Kong and Philippines. Segment revenues, expenses and results include transfers between segments. Such transfers are priced on an "arms'length" basis and are eliminated on consolidation.

PRIMARY BASIS - Business Segments 2003

Major business segments	Anašytkes Services \$000s	Corporate Services \$000s	Oocument Services 000s	favestor Services \$000s	Plan Services \$000s	Technotogy Services \$000s	Unallocated/ Eliminations \$000s	Consolidated Total \$000s
Revenue
External revenue Inter-segment revenue	14,412 55	7,179 64,905	39,260 59,547	544,618 8,736	80,239 2,947	19,623 98,639	3,266 (234, 829)	708,597
Total segment revenue	14,467	72,084	98,807	553,354	83,186	118,262	(231, 563)	708,597
Segment Result Profit from 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)	24,894
Amortisation goodwill Other non-cash expenses	926 10	(1,566)	835 1,261	25,195 2,265	2,825 153	1,482 139		31,263 2,262
Liabilities Total segment Rabilítíes	2,149	138,284	9,167	132,255	2,323	10,448	11,373	305,999
Assets Total segment assets	20,408	918,385	48,478	675,556	55,827	46.516	(870, 764)	894,406
Carrying value of investments in associates included in segment assets		15,845						15,845
Segment assets acquired during the reporting period: Investments		17,639		12,014	1,690	7,409		38,752
Property, plant and equipment	55	1,662	1,412	6,659	61	8,084		17,933
Total	55	19,301	1,412	18,673	1,751	15,493	$\overline{\phantom{0}}$	56,685

FOR THE YEAR ENDED 30 JUNE 2003

33. SEGMENT INFORMATION (continued)

2002

Major business segments	Anašytkes: Services \$000s	Corporate Services \$000s	Document Services \$000s	isvestor Services \$000s	शिक्षा Services \$000s	Technology Services \$000s	Unaftocated/ Elizabations \$000s	Consolidated Total \$000s
Revenue
External revenue	13,160	13,452	37,266	612.747	66,188	31.564	6,589	780,966
Inter-segment revenue	50	56,407	44,887	2,129	8	83,838	(187, 319)
Total segment revenue	13,210	69,859	82,153	614,876	66,196	115,402	(180, 730)	780,966
Segment Result Profit from ordinary activities before income tax	(1.412)	(7.334)	6,421	88.864	(1, 415)	(7.192)	5.616	83,748
Income tax expense								(25,995)
Profit from ordinary activities after income tax								57,753
Depreciation	96	1,816	2,871	8.132	188	15,209	$(6.36*)$	21,951
Amortisation goodwill	966	$\overline{\phantom{000000000000000000000000000000000000$	852	23,562	3,007	1.482		29,869
Other non-cash expenses	11	(740)	824	1,629	91	10		1,825
Liabilities
Total segment liabilities	1,820	131,230	8,529	122,249	1,907	9,807	28,426	303,968
Assets
Total segment assets	21,925	807,451	41,993	785,328	66,555	36,497	(800, 033)	959,716
Segment assets acquired during the reporting period:
Investments	$\overline{\phantom{0}}$	1,122	$\overline{\phantom{0}}$	30.447				31,569
Property, plant and equipment	51	15,103	4,314	20.44%	2,977	14,000	-	56,886
Total	51	16,225	4,314	50,888	2,977	14,000	$\overline{\phantom{000000000000000000000000000000000000$	88,455

MANA
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en de la posta de la construcción de la construcción de la construcción de la construcción de la construcción
Construcción de la construcción de la construcción de la construcción de la construcción de la construcción de

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Major geographic segments	Asia	Australia and New Zealand	Canada	South Africa	Europe	USA	Unallocated/ Eliminations	Cossolidated Total
	\$000s	\$000s	\$000s	\$000s	\$000s	\$000s	\$000s	\$000s
Revenue
External revenue	27,393	187,197	143,117	33,454	198,445	115,725	3,266	708,597
Segment Result Profit from ordinary activities before income tax	5,591	14,466	6,913	(6,584)	13,692	(12,926)	8,310	29,462
Income tax expense								(12, 329)
Profit from ordinary activities after income tax								17,133
Assets Total segment assets	81,813	926,117	315,014	30,401	168,846	242,979	(870, 764)	894,406
Segment assets acquired during the reporting period:
Investments	86	7,840	8,089	206	17,600	4,931		38,752
Property, plant and equipment.	244	3,304	1,868	3,765	4,662	4,090		17,933
Total	330	11,144	9,957	3,971	22,262	9,021	$\qquad \qquad$	56,685

FOR THE YEAR ENDED 30 JUNE 2003.

33. SEGMENT INFORMATION (continued)

Consolidated
Total
\$000s
780,966
83,748
(25,995)
57,753
959,716
31,569 56,886
88,455

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 relevant portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by a segment and consist primarily of operating cash, receivables, inventories, property plant and equipment and goodwill and other intangible assets, net of related provisions. Corporate segment assets also include financial assets. Segment liabilities consist primarily of trade and other creditors, employee entitiements and other provisions. Corporate segment liabilities also include borrowings. Segment assets and liabilities do not include income taxes.

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Details of interests in associated entities are as follows:

Narse	Principal	Piace of	Owsership Interest.		Bislance	Carrying aroount	Consolidated
	Activities	iscorporation	2003	2002	Date	2003 \$000s	2002 \$0000
Equity accounted
Cheimer Límíted	Computer Technology Servíces	New Zealand	50%	50%	30 June
Pepper technologies AG	Shareholder Relationship Management Servíces	United Kingdom	26.65%		31 December	6,376
Deutsche Börse
Computershare GmbH The National Registry	Investor Services Germany		49%	49%	31 December	8,014
Company	Investor Services Russía		29.875%	$\overline{\phantom{m}}$	31 December	1,455
Total investments in associated entities						15,845
					2003 \$000s	Consolidated	2002 \$0000
Share of associates' results Profit/lloss) before income tax Income tax					(479)
Profit/(loss) after tax Amortisation of goodwill					(479) (1,557)
Share of net result of associates Retained profits at the beginning of the financial year					(2,036)
Retained profits at the end of the financial year					(2,036)		$\overline{\phantom{0}}$
Share of associates' reserves Foreign currency translation reserve Balance at the beginning of the financial year Share of transiation of overseas associates					278
Balance at the end of the financial year					278
Movements in carrying value of investments in associates Carrying amount at the beginning of the financial year
Investments acquired during the year					17,603
Share of net result from ordinary activities after income tax					(479)
Amortisation of goodwill					(1,557)
Share of movement in reserves during the financial year					278
Carrying amount at the end of the financial year					15,845
Share of associates' capital expenditure commitments Lease commitments					79

Contingent liabilities
There are no material contingent liabilities in respect of associates at balance date.

1999 - Jan Alban Stone, Amerikaans koning van die Soos ander van die Groot van die Groot van die Groot van di

FOR THE YEAR ENDED 30 JUNE 2003

35. JOINT VENTURES

Joint Venture entity

For further details of the Deutsche Börse joint venture please refer to Note 34.

		Consolidated
	2003	2002
	SOOOS	\$0000
Retained profits attributable to the joint venture
At the beginning of the financial year
At the end of the financial year	(345)
Foreign currency translation reserve attributable to the joint venture
At the beginning of the financial year
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
Investments acquired during the year	9,525
Share of net result from ordinary activities after income tax	(345)
Amortisation of goodwill	(1,305)
Share of movement in reserves during the financial year	139
Carrying amount at the end of the financial year	8,014
Share of joint venture assets and liabilities Current assets	4,252
Non-current assets	5
Total assets	4,257
Current liabilities	438
Non-current liabilities	2
Total liabilities	440
Net assets	3,817
Share of joint venture revenues, expenses and results Revenues	1,278
Expenses	(1,623)
Profit/(loss) from ordinary activities before related income tax	(345)

W.

W

Share of joint venture capital expenditure commitments

There are no material capital expenditure commitments in respect of joint ventures at balance date.

Share of Joint Venture Contingent liabilities

There are no material contingent liabilities in respect of joint ventures at balance date.

36. INTERESTS IN EQUITY

	Members of Parent entity.			Outside Equity Interest
	2003	2002	2003	2002
	\$000s	\$000s	SGGGs	\$0000
Interest in the equity of the consolidated entity:
Contributed eauity - ordinary shares	324.881	361.693	6.245	5,862
Contributed equity – reset preference shares	147.195	147.205
Reserves	(17, 907)	6.414	(2.164)	(1.028)
Retained profits	128.366	133.781	1.791	1,821
Total Interest in Equity	582.535	649.093	5,872	6.655

The directors of Computershare Limited declare that the financial statements and notes set out on pages 11 to 58:

• comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting $(a)$ requirements; and
• give a true and fair view of the company's and consolidated entity's financial position as at 30 June 2003 and of their $(b)$ performance, as represented by the results of their operations and their cash flows, for the financial year ended on that date.

In the directors' opinion:

1999 - John Barbarat, am 1988 - John Albert III.

San Angelina (San Angelina (San Angelina (San Angelina (San Angelina (San Angelina (San Angelina (San Angeli San San San San San San San San San San

• (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 by virtue of the deed of cross guarantee described in Note 24.

This declaration is made in accordance with a resolution of the directors.

60 e - d-

AS MURDOCH Chairman 16 September 2003

C.I MORRIS Director

PricewaterhouseCoopers ABN 52 780 433 757

333 Collins Street MELBOLIRNE VIC 3000 GPO Box 13311. MELBOURNE VIC 3001 DX 77 Melbourne Australia www.pwc.com/au-Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999

INDEPENDENT AUDIT REPORT TO THE MEMBERS OF COMPUTERSHARE LIMITED

Audit opinion

In 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 of Computershare Limited and the Computershare Limited Group (defined below) as at 30 June 2003, and of their berformance for the year ended on that date, and
• is presented in accordance with the Corporations Act 2001. Accounting Standards and other mandatory financial reporting 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' responsibility

The 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 2003. 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 in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit approach

We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot quarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.

PRICEWATERHOUSE COPERS ®

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 financial report, and
• assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

When this audit report is included in an Annual Report, our procedures include reading the other information in the Annual Report 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.

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

PricewaterhouseCoopers

Russell Sutton Partner

Melbourne 16 September 2003

SHAREHOLDER INFORMATION

This section contains additional information required by the Australian Stock Exchange Limited listing rules not disclosed elsewhere in this report.

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188

SHAREHOLDINGS

Substantial Shareholders

The following information is extracted from the Company's Register of Substantial Shareholders.

Narise	Date of notice to Company	Number of ordinary shares.
Christopher John Morrís	8 May 2003	55,447.042
General Atlantic Partners	12 March 2003	53,000.705
Schroder Investment Management	18 June 2003	46,479.492
Anthony Norman Wales	14 September 2000	32.592.384
Portfolio Partners Limited	29 April 2003	32,280,202
.

Class of shares and voting rights

At 26 August 2003 there were 27,674 holders of ordinary shares in the Company. The voting rights attaching to the ordinary shares, 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 amount paid up bears to the total issue price of the share."

At 26 August 2003 there were 4,082 holders of reset preference shares in the company. The voting rights of reset preference share are one vote for each share, but voting rights are limited to matters affecting the rights of reset preference shareholders.

At 26 August 2003 there were 15,118,891 options over ordinary shares issued to eligible employees at the absolute discretion of the Board. The options are generally exercisable 3 years after the date granted or earlier in the case of the employee's death or retirement.

Distribution of shareholders of shares as at 26 August 2003

Size of bolding	Ordinasy shareholders	Reset orelerence shareholders
$1 - 1.000$	8,538	3,986
$1,001 - 5,000$	13,165	78
$5,001 - 10,000$	3,303	4
10,001 and over	2,668	14
Total shareholders	27,674	4.082

There were 879 shareholders holding less than a marketable parcel of 239 ordinary shares at 26 August 2003.

There were 5 shareholders holding less than a marketable parcel of 6 reset preference shares at 26 August 2003.

Twenty Largest Shareholders of ordinary shares as at 26 August 2003

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		Ordinary Shares
	Nomber	%
National Nominees Limited	111,175,073	20.55
Fínico Pty Limited	55,447,042	10.25
J P Morgan Nominees Australia	42.700.635	7.89
Welas Pty Limited	32,592,384	6.02
Westpac Custodian Nominees	22.644.843	4.18
P J Maclagan	16.567.525	3.06
Citicorp Nominees Pty Limited	13,256,712	2.45
Queensland Investment Corporation	13,081,702	2.42
M J O'Halloran	12,568,529	2.32
RBC Global Services Australia Nominees Pty Limited (CGU Insurance)	5,920,383	1.09.
AMP Life Limited	4,912,288	0.91
Commonwealth Custodial Services Limited	4,539,869	0.84
Australian Foundation Investment Company Limited	4,500,000	0.83
CPU Share Plans Pty Ltd	3,343,250	0.62
Cogent Nominees Pty Limited	3.058.435	0.57
Mr Gary Leslie Ryan	2.769.732	0.51
ANZ Nominees Limited	2,389.742	0.44
RBC Global Services Australia Nominees Pty Limited (PP Account)	2,338,242	0.43.
RBC Global Services Australia Nominees Pty Limited	2,069,730	0.38 1
ARGO Investments Limited	2.060.000	0.38
Total	357,936,116	66.14

Twenty Largest Shareholders of reset preference shares as at 26 August 2003

		Reset preferences shares
	Number	Vb.
Australian Foundation Investment Company Limited	174,602	11.64
J P Morgan Nominees Australia Limited	96,407	6.43
ARGO Investments Limited	73,164	4.88
Djerriwarrh Investments Limited	67,000	4.47
Share Direct Nominees Pty Ltd	50,660	3.38
Equity Trustees Limited	23,515	1.57
Tower Trust Limited	20,896	1.39
Sandhurst Trustees Ltd	14.417	0.96
Permanent Trustee Company Limited	14,382	0.96
Mirrabooka levestments Limited	13,000	0.87
Westpac Financial Services Limited	12,500	0.83
UBS Warburg Private Clients Nominees Pty Ltd	11.850	0.79
Mr Gerald Harvey	10.500	0.70
RBC Global Services Australia Nominees Pty Limited	10.497	0.70
Bond Street Custodians Limited	10,000	0.67
J.B. Were Capital Markets	9.200	0.61
Warana Grange Pty Ltd	5.730	0.38
McCusker Holdings Pty Ltd	5.500	0.37
Australian United Investment Company Limited	5,000	0.33
Invia Custodian Pty Límited	5,000	0.33
Total	633,800	42.26

CORPORATE DIRECTORY

Alexander Stuart Murdoch (Chairman) Christopher John Morris (Chief Executive Officer) Peter John Griffin Penelope Jane Macladan Anthony Norman Wales Philip Daniel DeFeo William E Ford Thomas Michael Butler

COMPANY SECRETARIES

Paul Xavier Tobin Mark Benjamin Davis

REGISTERED OFFICE

18-62 Trenerry Crescent Abbotsford Victoria 3067 PO Box 103 Abbotsford Victoria Australia 3067 Telephone +61 3 9235 5500 Facsimile +61 3 9235 5601

STOCK EXCHANGE LISTINGS

Australian Stock Exchange Limited The New Zealand Stock Exchange American Depository Receipts*

SOLICITORS

Minfer Filison Level 23, Rialto Towers 525 Collins Street Melbourne Victoria 3000

AUDITORS

PricewaterhouseCoopers 333 Collins Street Melbourne Victoria 3000

SHARE REGISTRY

Computershare Limited 18-62 Trenerry Crescent Abbotsford Victoria 3067 PO Box 103 Abbotsford Victoria Australia 3067 Telephone +61 3 9235 5500 Facsimile +61 3 9235 5600

INVESTOR RELATIONS

18-62 Trenerry Crescent, Abbotsford, Vic 3067 Telephone + 61 3 9235 5500 Facsimile + 61 3 9235 5601 Email investor.relations@computershare.com.au Website www.computershare.com/investorrelations

BANKERS

National 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 Banking 135 Bishopsgate London FC2M 3UR

* Computershare has an unlisted ADR program in the United States of America, information is available from the depository: Computershare Trust Company of New York Wall Street Plaza Level 19, 88 Pine Street. New York, NY USA 10005

www.computershare.com