COMPUTERSHARE LIMITED. — Annual Report 2004

Sep 29, 2004

Computershare

Corporate

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

Australia Canada Channel Islands Germany Hong Kong India Ireland New Zealand Philippines
Russia Singapore South Africa United Kingdom USA

30 September 2004

Company Announcements Office Australian Stock Exchange 20 Bridge Street Sydney NSW 2000

Dear Sir / Madam

2004 Annual Report, Notice of Annual General Meeting and Proxy Form

Please find attached the following:

• Computershare Limited Annual Report 2004; $\bullet$
• Notice of Annual General Meeting; and
• Proxy Form.

The AGM will be held on Wednesday 10 November 2004 commencing at 10:00am at Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, Australia.

The Annual Report, Notice of Annual General Meeting and Proxy Form will be despatched to the shareholders at the start of next week.

Yours sincerely

Tools

Paul Tobin Chief Legal Officer & Company Secretary

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"I wish to emphasise to all our shareholders, the effort that has been made by all our staff and the spirit in which the Computershare team deals with problems and projects on a day-to-day basis. We will continue to strive and look forward to the many challenges in the future to ensure that your confidence in Computershare was not misplaced."

The extract above was drawn from the Chairman's Report in Computershare's first Annual Report in 1994, and continues to have relevance today.

Over the past decade, we have met the challenges that came with the high rate of acquisitive growth and from managing the company through one of the most serious global downturns in our industry.

Many of our investors and staff maintained their faith in the company through the good times and the bad and I'd like to think that their confidence has not been misplaced in results that, this year, have given a significant boost to shareholder value together with an increased yield.

The company has gone through a metamorphosis over the course of the decade and is a better company for it. Our transition from global share registrar to an organisation that is now able to blend a wide range of products and services that create end-to-end solutions for companies, shareholders, employees and customers, separates us from our peers and puts us at a unique competitive advantage.

Much has changed, but much has stayed the same. Staff, in all offices throughout the world, continue to give of their best; and as the Chairman said a decade ago, with their support we will

"continue to look forward to the many challenges in the future and to ensure that your confidence in Computershare was not misplaced."

Chris Morris CEO

ANNUAL GENERAL MEETING

The Annual General Meeting will be held on 10 November 2004 at 10:00 am in our Conference Centre Yarra Falls, 452 Johnston Street, Abbotsford. The Notice of Meeting and Proxy Form are separate items accompanying this Annual Report.

Computershare Limited ABN 71 005 485 825

Contents

Financial Highlights	2
Performance Indicators	3
Chairman and CEO's Review	4
Management Discussion and Analysis	8
Technology Services Global Report	11
Pepper Global Report	14
eTree - From Envelope to Environment	15
REGIONAL REPORTS
Asia Pacific	16
North America	24
Europe, Middle East and Africa (EMEA)	33
Senior Executive Management Group	40
DETAILED FINANCIAL REPORT	43
Corporate Governance Statement	44
Directors' Report	53
Auditor's Independence Declaration	62
Statements of Financial Performance	63
Statements of Financial Position	64
Statements of Cash Flows	65
Notes to the Financial Statements	66
Directors' Declaration	124
Statement of the CEO and CFO	125
Independent Audit Report	126
Shareholder Information	128
Office Locations	130
Corporate Directory	133

Financial Highlights

PROFIT (A\$000)
Sales revenue	871.240	694.519	25.4%
Earnings before interest, depreciation, amortisation and tax*	183,428	133, BB7	37.0%
Profit attributable to shareholders after tax*	77.777	41,148	89.0%
BALANCE SHEET (A\$000)
Total assets	1,187.085	894.406	32.7%
Total shareholders' equity	604.867	588,407	2.8%
PERFORMANCE INDICATORS
Basic earnings per share (Normalised)	12.89	6.05 cents
Basic earnings per share	13.30	1.47 cents
Return on shareholders' equity**	12.9%	7.0%
Net debt to equity	36.6%	13.2%
Earnings before interest, depreciation, amortisation and tax/interest**	21 times	16 times
Staff numbers as at 30 June	7.995	5.029
Excluding non-recussing items Normalised

Performance Indicators

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Normalised Basic Earnings per Share (cerds per share)

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$\cdots$ $\cdots$

$g_2=\ldots$ .

Normalised Basic Earnings per Share

(pre-goodwill - cents per share)

Sales Revenue A\$M

HENGINA ANALYSIS

EBITDA ASM

Chairman and CFO's Review

INTRODUCTION

Computershare is the fargest and only provider of global shareholder and employee plan management services administering more than 70 million shareholder accounts for over 13,000 corporations across twelve countries on five continents. Founded in Australia in 1978. Computershare today employs almost 8,000 people worldwide.

A full suite of products and services are integrated to deliver full service solutions for company share registers. and employee share and stock option plans, document. design and communication, strategic investor relations. and market intelligence, and a variety of sophisticated trading technologies for financial markets.

Computershare's competitive advantages can be summarised as follows:

• The business is dedicated to the provision of full-service solutions to issuers and their stakeholders
• The provision of unique end-to-end solutions to meet all the needs of issuers and their stakeholders
• The company is the only global provider of full solutions for stakeholder services
• The accumulation of significant value in our intellectual property from 25 years in the industry; and
• Through its unique global spread, the company can apply economies of scale through its ability to spread costs across over 70 million shareholders.

THE YEAR IN REVIEW

The financial results this year have delivered substantial improvement across all metrics within the business, including earnings per share, revenues, cash generation and other balance sheet measurements. Normalised earnings pershare increased by 61% (pre-goodwill and post preference share dividend and outside equity interests) from 11.79 to 19.02 cents per share and total revenues increased by 26%, from \$708.6 million to \$894.7 million, against a decline inoperating expenses of 1% (excluding the cost of sales and the cost contribution of businesses acquired during the year).

Strong cash flows, that improved by 79% to \$136.1 million, provided the company with the ability to increase the final dividend to 5 cents per share, fully franked, making total dividends for the year of 8 cents per share (a 60% increase on FY 2003).

The positive results posted for the financial year were delivered in a global environment that showed no sign of sustained recovery in corporate action or M&A activity in North America and Europe. This was in contrast to the Asia/Pacific region, where market conditions strongly improved throughout the year. Equally, interest rates in the northern hemisphere, where the majority of margin income. is generated, remained relatively flat throughout the period. Underpinning this year's results is the success of anongoing strategy to maintain control over costs and to deliver innovative technology to improve efficiency and service quality. This is combined with a commitment to continue to strengthen our management teams in all regions and to seek out growth, particularly in North America.

The significant improvement in profitability in North America, from 27% to 39% of earnings before interest, depreciation and amortisation (EBITDA) is largely a result of the acquisition and successful integration of Georgeson. Shareholder Communications that was completed in December 2003. This acquisition is the most significant inthe company's recent history and paves the way for continuing growth throughout all regions, both in terms of existing Georgeson business and the cross-sellopportunities into other Computershare businesses.

The range of acquisitions successfully completed during the year has further increased the breadth of products and services that can be offered and has created an opportunity. to re-position the company away from the narrow definition. of a global share registrar to one that more readily recognises the range of its services. The capability now exists for blending these products and services to create full-service solutions for companies, their shareholders, employees and customers. This strategy is well underway in all regions and is already having an encouraging impact in-North America where the improvements in cross-selling successes are already flowing through to revenue and profit.

CAPITAL MANAGEMENT

On 19 December 2003, the company announced an on-market buy-back up to a maximum of 250,000 of itsissued reset preference shares. On 19 March 2004, the company announced its intention to buy back a further 500,000 shares (a total of 750,000). As at 13 September 2004 the company had bought back 498,671 reset preference shares for a total consideration of \$51,886,501 (an average price of \$103.79).

On 26 May 2004, the company announced an on-market. buy-back of up to 27,500,000 ordinary shares in issue. As at 13 September 2004 the company had bought back 15,970,000 shares for a total consideration of \$50,748,917. (an average price of \$3.18).

On 19 August 2004, the company announced a final dividend of 5 cents per share, fully franked, making a full year return of 8 cents per share, fully franked.

On 19 August 2004, the company announced its plans to convert all outstanding reset preference shares to ordinary shares under the terms and conditions of their issue.

OPERATING ACHIEVEMENTS

ASIA/PACIFIC

A significant improvement in market conditions, particularly in Australia and Hong Kong, underpinned an increase in revenue of 32% to \$283.2 million and in EBITDA of 18% to \$63.3 million. Gains in the region were further assisted. by significant improvements in productivity, accuracy and efficiency that were driven, in part, by the introduction of Workflow and Efectronic Data Capture technologies that have delivered a 65% improvement in productivity over the last 18 months. The winning of the IAG registry contract. with over one million shareholders, and the presentation of the Australian Teleservices Association of Victoria and Tasmania Call Centre of the Year award, were the stand-out achievements for the year.

Document Services, which provides for the white paper and electronic communication needs of comparies, continues to show strong growth in profitability, particularly in the commercial (non-registry) area of its business and Plan-Managers also experienced solid growth with the resulting improvement in their contribution to the region's profitability.

The strong flow of initial public offerings from mainland China into Hong Kong continued during the year and resulted in the business winning approximately 83% in terms of capital raised.

The New Zealand business has maintained its market share and continues to provide a solid contribution to profit for the region, while the joint-venture business in India with Karvy has produced excellent results that exceeded our initial forecasts.

NORTH AMERICA

A successful year delivered the most significant improvement by any region in their contribution to EBITDA. that increased from 27% to 39% of the total. This was achieved despite the continuing flat market conditions and no real improvements in interest rates.

These results have confirmed continued growth in the plans management, document services and corporate trust. businesses in the region.

A great deal of effort was focused on integration tasks. following the acquisition of Georgeson Shareholder Communications and Transcentive Inc. As a direct consequence, many of the planned revenue and cost. synergies have been realised with more to come in the next financial year.

Through both acquisitions, the company has inherited highly skilled and motivated staff, who have added strength to Computershare's management team, as well as an energetic sales team who have shown the way with their early successes in cross-selling and up-selling the company's wide range of products and services.

Reculatory changes in Canada (NI 54-101) that become effective on 1 September 2004 will result in a larger proportion of mailings of proxy forms being managed by the company through its registry service provider. This requiatory change has the potential to add significantly to the services provided by both the share registry and document service businesses.

EUROPE, MIDDLE EAST AND AFRICA (EMEA)

The region provided an improved contribution to profitability this year with a 9% increase in both revenue and EBITDA. These results have been delivered against a backdrop of continuing flat market activity and an intensely competitive environment in the UK. By way of response, the management team in the UK sought to explore alternative avenues to create additional annuity revenue; a strategy that has proved to be successful with their appointment by HM. Treasury to manage the Gilts (Government bonds) register and their recognition by the Department of Health as the preferred supplier for the register of community interests in the management of focal hospitals.

During the course of the year, the business in South Africahas rationalised and fine-tuned its processes and improvedthe quality of its services, resulting in a significant turnaround from last year's loss to a positive contribution to the company's profitability.

The acquisition of the remaining shares from Deutsche Börse and the transfer of that business under the management of the Pepper team in Munich has been a great success, with this business beginning to operate. profitably on our own software platform.

Document Services has continued to grow, with around 42% of total sales revenue coming from non-registry related. contracts, treland has maintained its market share and has made an improved contribution to the region's profitability this year.

An increase to 45% in the company's stake in the joint. venture with the National Registry Company of Russia. is expected to help extract the benefit from future consolidation in this important, growing market. Despite this being a recent joint venture, this business has already. made a positive contribution to the region at the EBITDA. level this year.

The full acquisition of Pepper Technologies AG has added considerable depth to the company's employee and shareholder relationship services that have been deployed in all key markets. Please refer to page 14 for a full description of these services.

Chairman and CEO's Review (cont'd)

TECHNOLOGY ADVANCES

Technology remains the key to achieving improvements. in service quality and efficiency and extracting sustainable savings in our businesses throughout the world. Notable achievements this year include the design, implementation, enhancement and maintenance of electronic data capture and document storage systems in all regions.

Ershandements to our web site and our telephony platform. make it easier for shareholders to get information and initiate changes automatically. Shareholders gain the benefit of a 24/7 access for enquiries on their shareholding and caninitiate, for example, a change of address. At the same time the company benefits through a reduction in the load on contact staff. Improved user acceptance arising through these improvements has resulted in a significant rise in the number of transactions processed through these services

ACOUNTINS

Acquisitions during the year were as follows:

On 15 October 2003, the acquisition was announced of Georgeson Shareholder Communication Inc for a total consideration of A\$189.6 million. The acquisition was completed on 12 December 2003. This acquisition is a key component in our strategy to deliver a full range of services and solutions to our clients throughout the world.

On 31 December 2003, Computershare moved to full ownership of the previous associate business of Deutsche Börse Computershare GrnbH.

On 2 February 2004, the purchase of 50% share in an Indian. share and mutual funds registry, owned and operated by Karvy Consultants, was announced. India is recognised as one of the fastest growing emerging markets and, through this acquisition, the company has positioned itself to gain the full advantage of this growth. By establishing a presence in India the company is also able to introduce its full range. of services; offering new opportunities for cross-selling and up-selling to clients.

On 3 February 2004, the move to the full ownership of Pepper Technologies AG for a total consideration of A\$31.6 million, was announced. The services that are now provided raise the bar on the quality and effectiveness of communications between companies and their shareholders, employees and customers.

On 19 February 2004, the acquisition of US-based Transcentive Inc was announced, for a total consideration of A\$46.0 million. Transcentive's technology, together with the skill of existing staff, will further strengthen the prominent position of the plan management business in the US, as well as providing an opportunity to export its model. to other markets.

On 4 June 2004, the company amounced a strategic. alliance with The NASDAQ Stock Market to provide IRtrack^ed products to NASDAO listed companies.

On 4 June 2004, Document Services purchased the E-Business for Enterprise (EBE) software platform from Technology Partners Group (TPG), Key EBE development staff and the associated customer contracts have been transferred to Computershare as part of this acquisition.

On 24 June 2004, a further 15% stake in the Russian-based. National Registry Company of Russia was acquired, taking its total holding to 45%.

STRATEGIC EXECUTIVE MANAGEMENT TEAM

During the course of the year, Dr Oliver Niedermaler joined the team with responsibility for strategic corporate development. Full details of the members of this group can be found on pages 40-42 of this report.

BOARD CHANGES

On 11 November 2003, the company announced the retirement from the Board of Mr Peter Griffin. His retirement. was foreshadowed in the Concise Annual Report 2003, where his significant contribution to the quidance of the company in all areas was acknowledged. We again thank him for his valued contribution.

On 18 August 2004, the company armounced the appointment to the Board of Dr Markus Kerber as a nonexecutive director. Dr Kerber brings a strong understanding of European Bhancial and technology markets, having previously held senior positions with Deutsche Bank and S.G.Warburg & Co. Ltd. In recent years he has played anintegral role in the acquisition and internationalisation. strategy of GFT Technologies AG, where he remains a Supervisory Board member. GFT Technologies AG is a leading technology company for integrated e-Business solutions in Europe. Dr Kerber holds a Masters Degree in Business and a PhD in Political Science from Hohenheim. University in Germany. We are delighted to have Dr Kerber join the Board and note that his addition will further strengthen the company's European board representation, following the appointment of Tom Butler last year. Dr Kerber is based in Berlin, Germany.

GHTI GOK

Overseas markets, particularly in the US and the UK, are not showing signs of the increased activity that was experienced in the Australian market in FY 2004. It is difficult to predict with any certainty the timing of a recovery inthese markets.

If the signs of pressure for a lift in interest rates materialise. (particularly in the northern hemisphere), there will be a benefit flowing directly through to the bottom line.

It is expected that the cost synergies from acquisitions will flow through to FY 2005, providing confidence that the growth in the plans management and document services. businesses will continue throughout FY 2005.

The company expects to pursue its strategic objectives through expanding its range of services across all geographies and through seeking out opportunities for both organic and acquisitive growth.

CONCELSION

The past year has seen a transformation in many of the company's businesses. Service quality issues have been replaced by consistently high satisfaction ratings in independent surveys. Staff throughout the world have faced up squarely to the challenges placed before them and we are a better company as a direct result. On behalf of the Board, we would like to congratulate and extend our sincerethanks to all staff.

We would also like to thank our shareholders for their continuing support for the company.

Management Discussion and Analysi

Computershare delivered substantial improvements across all financial metrics in FY 2004, including earnings per share. revenues, cash generation and other balance sheet measurements.

Normalised earnings per share increased by 113% from 6.05 cents per share to 12.89 cents per share. Excluding amortisation of goodwill, earnings per share rose from 11.79. to 19.02 cents per share.

Normalised net profit after tax was \$81.4 million, an increase of 98% over the previous year's normalised net profit after tax. Net profit after outside equity interests was \$80.0 million.

A final dividend of 5 cents per share, fully franked, takes total dividends for the year to 8 cents per share, fully franked, compared with 5 cents per share last year.

FINANCIAL PERFORMANCE

Total revenues increased by 26% to \$894.7 million, including \$140.4 million contribution from businesses acquired during the year. Excluding the revenue results of those acquisitions, total revenue growth was 6% on last year.

Sales revenue increased 25% to \$871.2 million. Analysis of sales revenue highlights the diverse income streams of the Computershare business. Maintenance revenue for our core registry was consistent with the previous corresponding period. Corporate actions revenue increased, reflecting the continued improvements in market conditions, particularly in the Asia Pacific region. Mutual funds is a new revenue stream following the acquisition of Georgeson Shareholder Communications and Karvy Consultants. The growth in-Investor Relations Services, Plan Managers and Document. Services revenues reflects the continued growth in these businesses together with the contributions of businesses acquired during the year. Margin income declined due to lower interest rates and unfavourable translation rates.

Operating Costs ASM

Total operating expenses increased 24% on last vear including the operating costs of businesses acquired during the year. Excluding these costs, and cost of sales, operating expenses declined by 1.0%, reflecting the costs savings from the previous period's restructuring efforts and a continued focus on cost control.

Operating Costs Breakdown

Normalised EBITDA was \$183.4 million, an increase of 37% on the previous year.

Borrowing costs increased 8% to \$9.0 million, reflecting higher debt levels primarily to fund the acquisition of Georgeson Shareholder Communications.

Depreciation and amortisation increased 6% to \$64.5 million. Depreciation declined 11% to \$22.2 million due to the sale of the UK premises. Amortisation increased 18% to \$42.3 million due to goodwill from acquisitions.

The headline effective tax rate for the year ended 30 June. 2004 is 24.4% (30 June 2003 41.8%). The normalised headline effective tax rate adjusted for one-off amounts and non-recurring items, for the period ending 30 June 2004 is 29.9% (FY 2003: 20.7%).

if the Australian dollar had remained at £Y 2003 levels, revenue would have been reported to be \$978 million; a constant dollar increase over FY 2003 of 38%; and earnings per share would have been one cent higher, at 20 cents per share.

REGIONAL PERFORMANCE

Regionally, reversues were derived from Asia Pacific 32%, North America 40% and Europe, Middle East and Africa (EMEA) 28%. EBITDA was derived from Asia Pacific 35%, North America 39% and EMEA 26%. The North American EBITDA contribution has increased from 27% at June 2003, reflecting the improved profitability of the region together with the contribution from Georgeson Shareholder Communications and Transcentive Inc.

The Asia Pacific region contributed revenues of \$283.2 million and EBITDA of \$63.3 million. All businesses, except Hong Kong, experienced growth during the year. In particular, Document Services business achieved higher margins on increased corporate actions work. Hong Kong performed in fine with last year despite a slow first half. The Asia Pacific results include the contribution of Computershare Karvy Private Limited, since its acquisition in February 2004.

The EMEA region contributed revenues of \$252.0 million and EBITDA of \$48.3 million. The results of the UK businesses were generally down on fast year, reflecting the continued competitive market pressures. However, the South African business generated significant profit. improvement in FY 2004. The EMEA results include the contribution of Pepper Technologies AG since its 100% acquisition in March 2004.

The North American region contributed revenues of \$356.5 million and EBITDA of \$71.8 million. Plan Managers and Document Services delivered significant profit improvement. The North America results include the contribution of Georgeson Shareholder Communications since its acquisition in December 2003 and Transcentive Inc. in February 2004.

INVESTMENT ANALYSIS

Technology expenditure for the year was \$92.1 million, in line with last year. Development expenditure of \$41.1 million. continued to be expensed in line with Computershare policy. The savings in external bureau fees have been offset by additional technology costs from newly acquired businesses during the year.

Capital expenditure totalled \$21.4 million, representing an increase on FY 2003, reflecting the growing business. Despite this increase, capital expenditure was still below. depreciation. Capital expenditure included occupancy upgrades of \$4.2 million, technology infrastructure of \$14.0 million and Document Services equipment of \$2.7 million.

Capitat Expenditure A\$M

Computershare continued to expand globally with the acquisition of:

• Georgeson Shareholder Communications for \$189.6 million
• A 50% interest in Karvy Computershare Private Limited for \$11.3 million; and
• Transcertive Inc. for \$46.0 million.

Computershare also moved to full ownership of previous. associate businesses:

• Deutsche Börse Computershare GribH; and
• Pepper Technologies AG for \$30.3 million.

Computershare acquired 498,671 of its reset preference. shares for a total consideration of \$51.9 million (an average price of \$103.79 per share). Computershare also acquired 16.0 million of its ordinary shares through an on-market buy back, for \$50.7 million (an average price of \$3.18 per share).

Management Discussion and Analysis (contd)

BALANCE SHEET AND CASH FLOWS

Total assets were \$1,187,1 million, financed by shareholders' funds totalling \$604.9 million. The increase in shareholders' funds is the result of increased profits, partially offset by increased ordinary dividends and reduced share capital from the preference and ordinary share buy-backs.

Cash flows from operations were \$136.1 million, an improvement of \$59.9 million (79%) compared to last year. Debtor days outstanding continued to improve to 57 days. from 61 days in the prior corresponding period.

Net borrowings increased by \$343.9 million to \$221.6 million, to fund the share buy back, increased dividends and acquisitions. Gearing - net debt to equity - increased from 13.2% to 36.6%.

During FY 2004, Computershare managed funds of between \$2.7 billion and \$4.1 billion. Our strategy is to minimise downside risk in the current low interest rate environment. 37% of funds are not exposed to interest rate movements and effective hedging is in place for 59% of the remaining exposed funds.

POST BALANCE DATE

On 3 August 2004, Computershare armounced the acquisition of New York-based Alamo Direct Mail Services Inc, a company specialising in print, mail, tabulation and proxy solicitation services to the mutual fund industry in-North America, for a consideration of US\$15.5 million (A\$22.5 million) and contingent consideration of US\$7 million (approximately A\$10 million) that is subject to meeting specified hurdles over an initial three year period.

On 19 August 2004, Computershare announced the conversion of the company's reset preference shares into fully paid ordinary shares, effective 30 September 2004.

On 3 September 2004, the acquisition of UK-based Flag Communications was announced.

Cash Flows from Operations A\$M

WE Receivants: Owes Pavable Days 2001 2002 2003 2004

Working Capital Management

Technology Services Global Report

BACKGROUND

Organised on global rather than regional lines. Technology Services has responsibility for three crucial components innovation, systems maintenance, and technology infrastructure - that universally support Computershare's businesses as well as their clients and stakeholders.

Technology Services provides the glue that binds our businesses together to create cost-effective, reliable solutions across businesses and across regions. Added to the economic and service quality benefits, technology also provides an important fine of differentiation from our competitors.

THE YEAR IN REVIEW

The projects undertaken during the course of the year reaped the benefits of a strategy that maintained a sharp focus on aligning iT costs with the strategy of the related business and in obtaining engagement by the businesses in this strategy. In this way a more effective benefit is achieved for every technology dollar spent and better quality systems. are defivered that more closely align to business needs.

Technology costs, excluding costs associated with acquisitions, were broadly consistent with last year at: \$84.4 million.

During the course of the financial year, technology staff worldwide have refined existing systems and implemented new systems, delivering opportunities for improved efficiencies that translate into better service quality and standards for clients and stakeholders. The following paragraphs describe the most significant of these technology projects.

WORKFLOW AND ELECTRONIC DATA CAPTURE

A considerable range of transactions are driven by physical paper that comes from shareholders. This can be either by way of a letter requesting changes to a registered address, to the more complex applications for shares in, for example, a rights issue.

Computershare has developed powerful document imaging and processing systems known as EDC (Electronic Data Capture) and Workflow. These systems have been designed to manage processing of large volumes of requests received via mail, fax, email and telephone. To date, Computershare has deployed these systems in Australia, USA, Canada, United Kingdom and South Africa and approximately 12 million transactions were processed in these systems. during 2003-2004. Importantly, the existence of EDC and Workflow, as an integrated transactional processing solution, is unique in the registry marketplace.

Documents processed via EDC and Workflow are stored within Computershare's decument storage system, which retains the images and data of these transactions so that

they can be recalled and viewed, Internally, the document viewer is used by call centre and support staff, to assist in answering shareholders' questions relating to work processed on their behalf, Investors and companies are also able to access many of these documents themselves via the web using our Issuer Online product.

Computershare understands the value of continuous. process improvement and has a strong commitment to developing state of the art systems to manage all aspects. of document processing on behalf of its clients. The EDC and Workflow systems deliver sustained productivity and quality improvements and build a solid foundation that allows best practice to be implemented across the globe.

BUESTORPHONE

Computershare's Australian, UK, US and Canadian call centres are supported by Computershare's InvestorPhone telephony platform, investorPhone incorporates leading edge technologies from around the world, to deliver the host of call centre tools and facilities necessary to run. leading edge contact centres. The platform provides flexible Interactive Voice Response (IVR) self-service functions. together with intelligent software that sutomatically routes. calls to the next available member of staff.

One of the key features of InvestorPhone is that it provides. callers with the ability to get information without the need to speak to call centre staff. In Australia for example these include:

• Stock price quotes (real time or 20 minute delayed)
• Holding balances
• Details of current and previous dividend payments
• Information about buying and selling shares
• Franking and tax information; and
• Forms requests.

INTERNET SERVICES

In many of Computershare's markets, the wide range of services provided to companies, their employees and shareholders meet or exceed industry standards on user interface security.

During the course of the past year there has been anincreased demand for electronic application of initial public offerings; in Australia, Promina Group and Virgin Blue are examples of this. The Investor Centre has been revamped, leading to a 300% increase in transactions processed. through this service. The creation of integrated online registration for the elikee initiative and the launch of the Australian and Canadian versions of Employee Online further enhance these services.

Technology Services Global Report (cont'd)

Enfrancements have been implemented throughout. the diobal business, that extend the scope of self-service transactions available to shareholders and employee. plan members.

Issuer Online is a service for clients that provides them with ready access to their share registers. Enhancements implemented this year in Australia enable detailed management information reports to be immediately. available and delivered in an easy to use format.

Global IRtrack is a web-enabled service, tailored for the needs of investor relations managers, that provides detailed information on investment funds and their managers. Designed and implemented by Technology Services, IRtrack will be implemented in all key markets and has been adopted as the system of choice by NASDAQ.

EMPLOYEE SHARE SCHEME TECHNOLOGY

Technology Services has provided a wide range of software enhancements to drive greater efficiencies and improved levels of service in support of the plans management businesses worldwide.

Following its successful deployment in the US and Australia, a service was introduced in the UK that allows employees who have options to use our web-service to both exercise. their options and to sell them on the date of their exercise. This has been used successfully by a number of clients, providing their employees with a much improved service.

The North American region has implemented web-enabled services and IVR that allows shareholders to conduct transactions online, further reducing costs to the business. Over 50% of Canada's total plan participants (60,000) now. have access to their accounts online.

GLOBAL REPORTING

Multi-national clients listed on more than one stock exchange have to maintain share registers in each country inwhich they are fisted. A unique benefit for these international clients is the ability to provide a single view of these share registers. This is made possible because they are all maintained on Computershare's technology platform that is brought together through innovative web technology, delivering a consolidated view of international share registers to our multi-national companies.

GLOBAL HEADOUARTERS

In April 2004, the move to our new global headquarters at. Yarra Falls in Johnston Street, Abbotsford was completed. The technical complexities of moving hardware that supports 16 million shareholder accounts and the technology infrastructure necessary to support well over 1000 staff cannot be underestimated.

It is therefore pleasing to report that the move occurred without any interruption to service and without any degradation in systems.

INTERNAL APPERATIONS

In addition to developing technology to aid the global businesses, Technology Services also provides systems. and solutions to bring efficiencies into the internal administration. Many of these technologies are applied. globally and include the billing system, a new client relationship management system, HR system and manyothers that either help to manage the service to clients or help in the general administration of the company.

NEW MARKETS IN THE UK REGION

Computershare has expanded its service offering to a number of new sectors in the UK region. These have been supported by new products developed by the technology group and include:

• Enhancing the registry system to provide back office. facilities for the UK Gilts Market on behalf of the Barik of England
• Expanding the Internet and IVR service to capture. interest in a financial product for a high street retailer; and
• Enhancing the registry system to be able to operate. $\ddot{\phantom{a}}$ National Health Service member registers on behalf of various trust organisations.

INTEGRATION OF ACOUSTIONS IN NORTH AMERICA

The transition and integration of Georgeson Shareholder Communications and Transcentive from an infrastructure perspective (desktops, networks, etc) has been successfully. completed. Work has continued with the business lines to identify synergies and opportunities in applications and services. To date appreciable savings have been realised, as well as identifying services that were being outsourced. and are now performed in-house including cheque printing.

MARKETS TECHNOLOGY

The Year in Review

Computershare Markets Technology provides the most. advanced software systems for automated trading, order routing, real time surveillance of market activity, and posttrade clearing and settlement. More than fifty organisations now critically depend upon Computershare's software in their day to day business operations; the largest markets technology customer base in the world.

The relationship with ICAP plc, the world's largest interdealer broker, continued to expand, consolidating our role as one of their key technology providers. Several projects were completed for innovative extensions to the X-stream. technology, which is used by ICAP for assisting interest rate. derivative trading under the name i-Swap. ICAP has now connected 39 European banks to I Swap, with a further tenconnections expected in the coming year. ICAP has committed publicly to initiating electronic matching on this. platform in September; a significant development in the international capital markets.

The purchase of the software assets of a competitor in receivership included an undertaking to provide support to existing customers; and this has been rewarded with the conclusion of support contracts with nearly all these customers. A key strategy for these clients was to improve the quality of their software. This was achieved by introducing proper software disciplines and integrating existing business practices; all delivered through the development team in Calgary and the support office in Dubai. The results speak for themselves, with five clients ordering upgrades to the latest version and several more continuing to express interest.

Significant Transactions

• Markets technology has extended the licence agreements with ICAP in the UK for a further three years. and agreed additional orders for software development, including:
• Signed an agreement to supply a turnkey solution to the Philippine Dealing & Exchange Corporation (PDEX), the first official electronic market for government and private debt in the Philippines, due to be operational this year
• Signed a turnkey agreement with the Toronto-based Canadian Trading and Quotation Inc, a new exchange for ernerging companies, which successfully launched in the first half of the year
• Concluded maintenance and support agreements with inearly all the former users of Horizon & Equetor products. and commenced software upgrade projects for five of these; and
• The Australian Stock Exchange (ASX) agreed to purchase the SMARTS surveillance system with implementation. planned for later this year.

Market Conditions

Customers and potential customers remained cautious this past year as they sought to gauge the durability of the upturn in alobal trading in the financial markets. This resulted in a continuation of the relatively low demand for new technology that we have experienced since 2002.

Consolidation continues within the industry, improving Computershare's relative position as well as generating new business opportunities.

Outlook

There has been a general increase in interest from potential customers in the latter part of the year, which looks like continuing through 2005.

To take maximum advantage of these opportunities, the Markets Technology Group now operates as a distinct. business fine with Peter Jessup as Managing Director and Stuart Crosby as Chairman. This will enable us to lawest in business development and sales capacity and to track the value created by that investment.

With stronger business development and sales, a well managed cost base and a team of some of the most. experienced technologists in the industry, Computershare Markets Technology is ideally placed to take advantage of the new business cycle.

Priorities for the Coming Year

Strong focus will continue to be given to research and development to maintain technological leadership.

• Further development and enrichment of our relationships. with the existing client base; and
• The increased investment in business development will be leveraged into sales capacity to turn the exciting pipeline of opportunities into successful implementations. This will be supported by a range of marketing activities with both existing clients and prospects.

Pepper Global Report

Computershare

The full acquisition of Pepper Technologies AG was completed during the course of the financial year and it was considered helpful to provide an explanation of the business to shareholders.

Background

Pepper Technologies AG was founded in Munich, Germany in 1998 and was acquired by Computershare in February 2004. It trades under the name of ComputersharePepper in Australia, the US and the UK.

The Pepper business model is a unique blend of strategic consulting, data analytics, creative marketing communication and innovative technology that come together to create customised communication strategies that target selected corporate stakeholders, such as shareholders, employees and customers. Pepper pioneered ground-breaking research in the UK, and was able to demonstrate, for example, that shareholders tend to use the services or products of companies in which they hold shares, far more than non-shareholders. Through this research, Pepper recognised the potential value of investors as customers of the company and called these shareholders 'Investomers'.

In response to the growing tread of electronic communication that, in many ways, coincided with the drive by companies to reduce the cost of shareholder communication, Pepper expanded its service to include targeted campaigns aimed at obtaining email addresses from shareholders, together with their permission to receive electronic documentation from the company. Through a detailed analysis of the shareholder database, Pepper identified individuals who would be most likely to accept an invitation to take up e-communications with the result that the take-up rate was far higher than had previously. been achieved.

This was further augmented with the introduction, in-Australia, of effee - an initiative that is fully described on the page opposite.

In tandem with these developments, Pepper responded to the growing popularity of employee plans, by offering a service that drew on its technology and communication skills to create communication strategies for prospective participants in a new plan.

Their skill in applying innovative technology design with appropriately crafted communication strategies has resulted in a growing demand to provide these services to companies, beyond their shareholder base, to include customers and loyalty program members.

The Year in Review

• The expansion to eight international locations in the US. UK, Europe, Asia and Australia over the last 24 months. has contributed to an annual growth rate of more than 80%. Staff numbers doubled in 12 months to 165 by June 2004, elevating Pepper to one of Germany's Top-100 employers for two consecutive years*.
• Growth is further reflected through an increase in reversue and a positive contribution to profitability this year; and
• To date, Pepper has analysed the records of more than 40 million customers, 15 million shareholders and five million employees for Global Fortune 1000 companies. Time zone managers across the world service major clients including AMP, Rio Tinto, Cofes Myer, BHP Billiton, Hewlett Packard, BP and Deutsche Post,

*measured by number of new jobs created.

Significant Transactions

• Established a long-term contract to provide communication and consulting services to Hewlett. Packard (HP) in the EMEA region, as well as a contract to deliver a monthly electronic newsletter to HP customers. across the world: and
• Developed eliree, which is an innovative shareholder ernail capture campaign and launched it successfully in-Australia. A total of 32 companies participate to date. The campaign recently expanded to the US and Canadian markets.

Priorities for the Coming Year

• To expand Pepper service and solution offerings across the globe and to increase business opportunities. worldwide
• To focus on further improving profitability
• To continue to grow a Fortune 1000 client base; and
• To cross-sell Pepper services and solutions together with Computershare offerings.

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A Computershare initiative with Landcare Australia

From Envelope to ENVIRONIVENT

The brainchild of ComputersharePepper, this initiative was driven by a desire to encourage shareholders to accept shareholder communications electronically, in order to reduce the significant costs borne by companies as they chum through an estimated 180 million sheets of paper each year in Australia alone.

The receipt of electronic versions of paper communications. is a trend that is growing throughout the world as it gains greater acceptance within a global community who, more and more, are embracing the new technologies, it is believed that the growth in electronic communication will rise at an even steeper rate within the next decade and, as a consequence, it is essential to ensure that clients are in a position to extract the benefits that will flow from this trend.

Early research indicated that, despite the high percentage. of Australia's population having access to the internet, the take-up rate for electronic communications (e-communications) was incredibly low - less than one per cent. Clearly there was a need to consider why this was the case and to create an initiative that would drive away shareholders' ambivalence and give them a reason to act.

Computershare considered a range of strategies. but the one that stood out from the crowd was effee. At its most basic level, the concept was to provide a donation in exchange for a shareholder's decision to accept future e-communications from their company. The donation would be used to fund re-vegetation and landscape change projects in areas of environmental stress throughout Australia.

Research was undertaken to find a partner for this proposal and attention was drawn to Landcare Australia. Here was an organisation that had an enormous reputation for its environmental work that is implemented through a series of networks throughout Australia. These networks consist of professionals and volunteers who work enthusiastically and tirelessly to create a real difference where it matters.

It is not surprising therefore that the company entered into early discussions with the Landcare team and from this created the partnership and framework for the effect initiative.

In advance of the official launch of effee in March 2004. 14 of Australia's top corporates, representing 5.5 million. shareholders, joined as foundation members and agreed that, as part of their membership, they would donate \$2.00 for every shareholder who gave their permission for the company to send all documents electronically. Landcare undertook to direct these fands to a major project in the state in which the shareholder lives.

Since the taunch four months ago, eliree has more than doubled in size, with 32 Australian listed companies on board and well over 125,000 shareholders giving their permission for e-communication. This has translated into the planting or planned planting of around 500,000 trees and we believe that many more companies and shareholders will follow suit over the next year or two. Brian Scarsbrick, CEO of Landcare Australia, said at the launch of e'free, "this could be the most important initiative in land conservation and landscape change in Australia.".

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Australia is not the orly country that will gain benefit from this initiative. Our business in the UK came up with the first partnership through Future Forests, while our Canadian and US businesses have teamed up with Tree. Canada Foundation and American Forests to launch similar initiatives.

If you have not already signed up for electronic communications with Computershare (or any other company whose register) we maintain) and would like to help the environment, you can register now by simply going to www.eTree.com.au and following the prompts.

Regional Overview

ASIA PACIFIC

Computershare has businesses spread across the Asia Pacific region, with representation in Australia, Hong Kong, India, New Zealand, the Philippines and Singapore.

A combination of acquisitions, increased corporate activity, continued efficiency benefits from last year's restructuring and new business wins drove a much improved year in the Asia Pacific region, with revenues up 32% and EBITDA up 18% to \$63.3 million on 2003.

Most importantly, while we cannot completely immunise our companies from business and market cycles, the hard work of the past couple of years places us in a strong position to maintain our strong performance.

Increasingly, we are able to integrate our various offerings to provide unique solutions to clients in servicing a variety of stakeholder record keeping, analysis and communications needs. These solutions depend less and less on the type of stakeholder. We have provided solutions for shareholders, debt holders, employees and customers; indeed some of, the most eciting solutions service more than one group. Acquisitions such as Georgeson Shareholder Communications and Pepper Technologies further entiative jour ability to deliver solutions to our clients that are not available from any other source.

Operational improvements from new technologies and structures, and the shared services arrangements welflaye put in place, have enabled us to compete successfully insome markets where pricing has been under great pressure. Meanwhile, we remain focused on delivering continual, improvements in service to our clients and their stakeholders.

Our investment in the safes and account managerrient skills of our client and prospect-facing personriel coatinues to pay dividends in winning new business.

Effective people management was a key regional focus during the year, in particular in terms of developing lemployer of choice' arrangements and delivering tangible value back to employees. For instance, monthly Reward and Recognition' programs are now in place, and flexible work hours (such as shift work) have been introduced where it is operationally viable.

In Australia, the move to new, consolidated global headquarters in Abbotsford, Victoria, has streamlined internal communications and coordination significantly.

REGIONAL OPERATIONS

Highlights

• Continuing the centralisation and standardisation of operational processing that had commenced in-March 2003; and
• Significant improvements in productivity, accuracy and efficiency.

The Year in Review

One of the key developments during the year was harnessing the benefits of the centralisation of operational processing begun in FY 2003 and continued through FY-2004. Our regional operations unit now supports all our Australian business lines and not just investor Services.

Our key operational focus during the year was to standardise processes to improve the quality of service, including service consistency and reliability. This in turn enabled far more advanced reporting, tracking, forecasting and resourcing. As a result of these and other changes, productivity increased substantially.

A trumber of changes were implemented to improve stäkeholders' experiences in dealing with us. These included ("First; Point Resolution" (significantly reducing the number of tinks in a typical enquiry chain) and "falk First" (initiating telephone contact to resolve stakeholder queries rather than rélying on correspondence).

The Australian operations unit dealt with about six million data tradsactions during the year. Over 75% of these were processed using Electronic Data Capture, with minimal manual awolvement. Almost all of the remainder went through our Workflow system where, through a combination. of automated business rules and image based processing. papermovement is minimised.

. The Computershare Communication Centre now processes an average of 6,500-inbound routine calls per day from investors and employee holders across Australia. In quantitative terms, a key measure is that the average speed %4 answer is new between 12 and 30 seconds.

In qualitative terms, we continued to use independent bodies to research stakeholder satisfaction. Surveys of investors in the June 2004 quarter indicated high levels. of service satisfaction, for instance:

• Approximately 94% of callers who responded to the survey were satisfied with their telephone. representative, with 71% being very satisfied. (up by 4 points on 2003)
• Approximately 91% of callers who responded to the survey were satisfied with their telephone contact, with 62% being very satisfied (up by 3 points on 2003); and
• 91% were satisfied with the overall service they received.

A number of factors contributed to these strong results, including the greater uptake/use of Interactive Voice. Response (IVR) for simple account maintenance tasks. Better knowledge management has also contributed significantly, with much enhanced access for call agents. to information delivered during the year.

In telephony, campaigns work (both inbound and outbound). increased markedly during the year, becoming a significant source of reversue.

Outside Australia, we participated in a number of initiatives that will lead to more standardisation across processes, structures and responsibilities.

Outlook and Priorities

We will continue to drive operational efficiencies and quality and seek to benchmark/demonstrate these gains. publicly. For instance, in July 2004 our Communication Centre was awarded the Australian Teleservices Association's '2004 Teleservices Centre of the Year for Victoria and Tasmania', beating a field of 100 nominees. The centre is an entrant in the Australian national awards, to be judged in-September 2004.

REGIONAL BUSINESS DEVELOPMENT - SALES AND MARKETING

Highlights

• Significant investment in methodology, skills and supporting infrastructure for market-facing employees across the Australian businesses
• New sales incentive program ordine; and
• Focus on product development.

The Year in Review

An account and opportunity management framework was introduced that facilitates more robust client engagement. through specific retention strategies, cross-selling and up-selling methodologies. This has been supported by the implementation across all Australian business lines of customer relationship management (CRM) software. In a key example, a sales management, strategic selling methodology was introduced to enable sales managers to use CRM data to manage their businesses more effectively.

Product development was strengthened as a discipline, with full documentation of the product range, detailed product lifecycle analysis, and the careful 'packaging' of Computershare capabilities in areas such as meeting. services. For instance, a new product. 'Quorum' has been taken to market with strong results across a range of non-traditional areas, from sporting clubs to enterprise. employment agreements to creditors meetings in high-profile insolvencies.

Regional Reports

ALISTRALIA

INVESTOR RELATIONS

Highlights

• Holding market share at over 60% despite aggressive competition and moderate levels of activity
• Wirming the second largest register in Australia in IAG
• Successfully executing on a range of complex corporate actions, including demergers for AMP and CSR, the Virgin Blue and Pacific Brands IPOs, the spin-off of ALH by Fosters and the ANZ rights issue; and
• Deploying the new account and opportunity management framework across the registry business.

The Year in Review

The revitalisation of Computershare's Australian operational, account management and sales infrastructure provided the platform for an excellent year for our Australian Investor Services business.

The creation of specific service methodologies helped us to better define our value propositions, particularly in the 'online IPO' and 'integrated IPO' product area.

The 73 IPOs we managed brought under our management an extra 250,000 securityholders. Overall, we increased the number of holders under management by 16%.

By year end, we managed the registers of 1,200 clients, including:

• 61% of all ASX listed companies; and
• 62% of ASX 200 companies.

Independent customer satisfaction research (both qualitative and quantitative) rated higher than any other industry competitor in the key indices of 'pro-activity' and 'innovation'. The research forms part of our continuous improvement program.

An important innovation was the roll-out of our new reporting solution for issuer clients. This improves our service offering to registry clients, sets new benchmarks in information 'useability', and saves our clients money as well as reducing demands on their internal resources.

We also held discussion forums with major issuers in Sydney and Melbourne. Under the banner 'Smarter Registry', these forums marked a change in the way we interact with our clients and targets, reinforcing our position as thought leaders. These forums will be held annually.

The Commonwealth Government's CLERP 9 reforms were ratified in the Parliament and we worked with our clients to help ensure a smooth transition to the new arrangements, and in some cases supporting the new provisions through registry innovation (eg e-communication products and services).

Market Conditions

Financial markets in Australia have seen levels of activity that are only reasonable in absolute terms, but better than in many other markets diobally.

Competition in our sector remains strong, with aggressive pricting from our competitors, which we continue to address by efficiency improvements and by differentiating our offering. Nevertheless, despite this more competitive. environment, we have managed to retain acceptable profitmargins. We are optimistic that the pricing pressure we have seen over the past few vears will start to reduce over the coming period.

Significant Transactions

• The AMP Limited demerger was a highlight, resulting in creation of a new entity in HHG plc. The scale of the demerger exercise was significant and it drew on a range of Computershare resources across the clobe. including investor services, analytics, campaigns and ComputersharePepper
• The CSR Limited demerger created a new entity in Rinker Group Limited and Foster's Group Limited spun-off-Australian Leisure & Hospitality Limited
• We won the right to manage the register for insurance. giant Insurance Australia Group Limited in a competitive tender. This represents a contract to service 1.1 million. holders for a period of three years which commenced in April 2004
• We processed most of the high profile IPOs for the year, including Pacific Brands Limited, Virgin Blue Holdings Limited, Repco Corporation Limited and JB HI-Fi Limited; and
• We undertook a large number of other capital management transactions, the largest of which was the rights issue for Australia and New Zealand Banking Group Limited.

Outlook and Priorities

• In the short term, it is likely that corporate action activity. (including IPOs) will remain subdued for the first part of the year
• Revenue growth will continue to be driven by widening. the range of products we introduce to our registry client. base, using account and opportunity management disciplines to convert leads into sales
• We have a healthy sales pipeline for the registry business, which we will be actively pursuing.
• At the regional level, we are exploring a number of initiatives. to differentiate our service delivery by drawing upon:
• our more flexible operations model; and
• our expertise in stakeholder relationship management.

18 | COMPETERSRARE Regional Reports 2004

ANALYTICS

The Year in Review

• By the close of FY 2004 we were servicing 54% of companies on the Australian S&P/ASX 100
• In the second quarter of FY 2004 our expansion continued with the establishment of a Melbourne office. to service its growing clientale and market position in South Eastern Australia
• We also grew our back office operations in Manila as a deliberate part of strengthening our 'footprint' in Asia Pacific
• During the year we focused on expanding our investor relations consulting services, encompassing:
• New technology to boost efficiencies (such as electronic data capture); and
• Development of the new fRtrack product for global release in 30-2005.

Market Conditions

• The market was buoyant in FY 2004. Australian capital raising and M&A activities were markedly more active. than the same period last year. Our business performed very strongly and increased its EBITDA contribution by more than 130%
• The Computershare group's cross-selling framework in Australia continued to provide a major source of new business opportunities, contributing 27% of sales
• Risk management solutions remain a key focus within our value/sales proposition, in particular investor relations consulting services in respect of:
• Foreign ownership monitoring
• Tax losses compliance
• Merger & Acquisition
• M&A work continued solidly, as the raimber of corporate takeovers in the Australian market grew, particularly in the resources and fisted property trust sectors; and
• In the fiscal year's second half, Georgeson Shareholder Communications was integrated into the Computershare group. Within a relatively short period, we have been able to package and jointly take to market the ownership identification services of Analytics with the proxy campaign services of Georgeson.

Outlook

The Asia Pacific region holds excellent potential and expansion regionally is being pursued.

In turn, this strategy will assist us to support more cross-

border transactions and multi-national clients with secondary listinos, which will enable Analytics' olobal reach to be effectively deployed.

Priorities

• We will maintain a focus on harnessing technology to deliver business efficiencies and product innovation. The bighlight will be the launch of the new IRtrack product, a global ownership database with sophisticated contact management functionality that will provide significant resources on the desktops of investor relations managers; and
• Overall we see the Asia-Pacific region continuing to provide growth opportunities and we will continue to up-sell and cross-sell other Computershare services. to exploit that environment and drive revenue growth.

BOOTBAFNT SERVICES

The Year in Review

This year we took advantage of improvements in the quality and skills of our management team to create processes, practice and technology that give enhanced scalability to our services and to prepare for and drive the growing appetite. to replace white paper with efectronic communications. We continue to fine tune this work. We are encouraged with a very positive result this year, with an EBITDA contribution. double that of the previous year. We are in a position to continue to drive growth in both our commercial and our registry-related businesses.

In response to the emerging trend for electronic communications, we purchased the E-Business for Enterprise (EBE) software platform, and took over related development resources and customer contracts from Technology Partners Group. This strategic acquisition, secured in June 2004, gives us unmatched ability to deliver tools and channels for communication across web, email. fax and SMS. The EBE team is one of Australia's few certified payment channel providers for payment consolidators POSTbillpay® and BPAY View®.

These factors have combined to demonstrate our differentiation in the market, moving customers away from the 'low-cost, commodity-based' product model towards the value-added, service solution using technology and methodology to win and retain major customers and projects.

Market Conditions

The design, printing and mail industry is extremely competitive and has undergone rationalisation over the past. twelve months. This has put pressure on margins. But thereare some positive trends that will benefit our business going forward. The increased importance of corporate governance, for example, is driving companies to communicate more. frequently with their shareholders, and in more detail.

Regional Reports (cont'd)

Our strength in electronic communications helps our clients contain the costs associated with this trend, while improving the immediacy of the communication itself.

Significant Transactions

• Successfully secured a feading retail company's account for the personalisation of the store card and direct marketing work, including catalogues. The contract is for an initial term of three years and is a marque for the launching of the Sydney business into the commercial market
• The Westfield Group merger was handled by our Sydney office. The Scheme of Arrangement was designed. printed and mailed within less than one week
• Tasurance Australia Group (IAG) moved its business (and a one million-plus investor base) to Computershare Investor Services in April, Initially, delivery of print and mail solutions was not part of the contract; however new shareholder packs, planned ad hoc corporate mailings and the annual report were provided
• E-business Viewpoint implementation into AWB, including fax and email communications to handle all electronic communications as an extension of the white paper mailing currently provided; and
• Annual Reports and prospectuses awarded design and production contracts with AUI, DUI, Capral Aluminium, Dairycorp and Computershare.

Outlook

More and more, clients and prospects are looking to consolidate the number of suppliers of outsourced stakeholder communications. They are demanding more value-added services which provide greater opportunities to deliver against their broader business objectives. The challenge for the next 12 months is to ensure that the product mix taken to the market is unique and innovative while providing real value. This will be achieved through the effective bundling of Computershare's overall offering, together with research and investment into new technology such as e-business delivery and full colour digital printing.

Priorities

• We will be working to double our market share in New South Wales (currently at 5% with a plan to increase to 10% of the market).
• Wirming a major account in our chosen commercial segment in Victoria and New South Wafes; and
• Roll out and produce sales of Global Viewpoint to existing and new customers.

PLAN MANAGERS

The Year in Review

A 33% improvement in profitability this vear underpinned a very satisfying growth trend in this business.

We run employee share plan arrangements for 66 per cent. of the Australian S&P/ASX 100 companies. Corporate client numbers increased from 74 to 95, which includes both-ASX-fisted and subsidiaries of foreign listed entities.

By the end of FY 2004 we were managing 140,000 employee participants, with over \$1 billion worth of shares, representing growth of 40% and 50% respectively. Over \$100 million worth of share purchases were conducted on behalf of employee plan participants, as contributory-styleplans increased in popularity.

This year Computershare Plan Managers became fully licensed under the new Australian Financial Services Reform Legislation. The new requiation saw expected growth in our Plan Custodial Services materialise.

Plans offering management services remained a key focus. and we expanded our advisory role with clients to include strategies aimed at increasing employee participation levels. and improving employee understanding of the financial and taxation benefits available under the share plans offered to them. We also significantly enhanced internet functionality. for employee holders and delivered a range of other new and improved facilities and services.

Market Conditions

Overall the Australian market has experienced a buoyant, if at times volatile, year. Further compliance and regulations are being progressively introduced to the employee share. plan marketplace. These make our outsource model more attractive and lead to increased demand for our plan services.

In the second half of FY 2004 we reviewed Employee Share Plan programs among Australian S&P/ASX 100 companies. Some of the key findings are:

• Contributory style plans (often based on salary sacrifice). $\ddot{\phantom{a}}$ are becoming the most common form of plan offered to general employees. We expect this trend to continue
• A price discount or matching component is also becoming a prominent feature of many contributory style plans
• In line with the heightened corporate governance. environment, plans are increasingly being linked to company performance, usually with respect to profit. guidance. Interestingly, retail and institutional shareholders. generally support broad-based employee offers and the financial commitment and/or risk they entail; and
• "Gift" shares have proved to be extremely popular with employees, with typical take-up rates in the 90 per cent.

range. However such plans will be closely reviewed in ficht of new accounting standards due to take effect in FY 2005 requiring all share plan discounts to be fully. expensed to profit and loss statements.

These findings all point to growing demand for the broad range of services we provide. Companies continue to look to equity-based pay incentives as a key strategic tool in their remuneration strategy design. Along with new requlation, clients will increasingly look to maximise investment in their share plan programs, with a renewed focus on effectively. communicating the plan benefits and purposes with their employees. The team has a long and proven track record inthis area, having conducted many successful plan launches and re-offers over the past six years.

Significant Transactions

• In December 2004, AMP de-merged and created a separate company (HHG) on the base of its UK operations. We were in charge of recalculating the employee entitiements of 10,000 employees in 11 different employee plan programs across the two entities, preparing and distributing explanatory correspondence and payments in three currencies
• A new ESP program was implemented on behalf of Australia & New Zealand Banking Group, for 6,000. employees in New Zealand arising from the client's takeover of the National Bank of New Zealand. Plan Managers also coordinated the extension of the rights issue in November 2003 to fund the New Zealand acquisition, with rights entitlements offered to the Bank's 22,000 Australian plan participants
• Consumer brands company Pacific Brands has 5,000 staff in Australia and New Zealand. We were appointed to launch the client's broad-based employee ownership program in conjunction with its initial public offering in April 2004. We provided a communications programinvolving over 70 presentations to 20 work sites and the creation of a branded website; the result saw a 99 per cent take-up and a high comprehension rate; and
• l'ast-growing new airline, Virgin Blue Limited, had over 2,500 eligible employees at the time of its listing in December 2004. Our job was to create and faurich two distinct share plans for employees to coincide with the listing. Plan Managers implemented a communication strategy (including personalised offer packs) to boost. employee understanding of the offer. The result saw 95 per cent uptake of the gift offer and 37 per cent. uptake of the KEPP plans.

Priorities for the Coming Year

• Marketing our new online trading system that allows participants to sell/transfer available securities online
• Developing our global opportunities with Transcentive. our North American and UK-based colleagues; and
• Continue to drive efficiencies through our systems. development initiatives.

HANG KANG

BUCSTOR SERVICES

The Year in Review

Our share registry provides services to 417 fisted companies. representing a market share of 83%, measured in terms of total market capitalisation. Client companies include 21 of the 33 Hang Seng Index Constituent Stock Issuers, all 37 Hang Seng China Enterprise Index constituents and half of the companies fisted on the GEM Equity Index.

A slow start to FY 2003 gave way to a significant revival in market activity throughout the remaining period. Mainland-China companies continued to actively seek listing in-Hong Kong with a number of pioneer industries being listed, including the insurance, dairy, supermarkets and automobile industries.

During the year, we handled 44 initial public offerings; accounting for 83% of the total funds raised on the Hong-Kong market.

As a consequence we achieved revenue ahead of forecast. and an improvement of 18% in profitability when compared to the same period last year.

Market Conditions

Market conditions during the period have been buoyant and show little sign of abating. Chinese companies continue to have an appetite to fist their securities in Hong Kong and weremain well placed to benefit from this.

Whitst competition in Hong Kong remains keen, we continue. to hold our market share in existing business and to win anappropriate share of new business entering the market.

Hong Kong's move to eliminate share certificates takes its first, careful step in FY 2005 with the removal of share certificates that support the shareholding for the national depository.

Significant Transactions

We now represent all three of the insurance companies of mainland China including China Life Insurance, the largest IPO of 2003, PICC Property and Casualty and Ping An Insurance

Regional Reports (cont'd)

• We successfully managed two other large IPOs: Great Wall Automobile and Fulian Zilin Mining
• The largest global IPO in the first half of 2004 was Ping An Insurance, having successfully sought dual listings in New York and Hong Kong Stock Exchanges. We were appointed its share registrar for the IPO and ongoing. services; and
• We played a key role in the global public offering of Semiconductor Manufacturing International Corporation. a reputable semi-conductor manufacturer and a privately owned enterprise in China.

Priorities for the Coming Year

• To re-locate to new offices in September 2004, to better meet the needs of the growing clientele and shareholder base: and
• To assist Georgeson Shareholder Communication in their plans to expand into Hong Kong.

NEW ZEALAND

INVESTOR SERVICES

The Year in Review

This year our market share and key performance indicators have remained relatively stable:

• 70% of companies on the New Zealand Exchange (including 45 of the Top 50 and all the Top 10).
• 90% of issued capital of listed companies
• 85% of transactions through the NZX; and
• Total number of investors up from 1.6 to 1.7 million.

The activities and profile of New Zealand Exchange Ltd (NZX) have increased markedly and although the market capitalisation of companies listed on NZX has increased by 20% over the past year, there has not been a significant increase in the number of listed entities nor in the number or volume of trades on the market.

The debt market has seen considerable change over the year with the decision by the Reserve Bank of New Zealand to cease providing registry (trænsfer agency) services. We were largely successful in bidding for this business and have secured over 70% of the former Reserve Bank clients. We now have some 170 clients with a wide variety of debt instruments, representing in excess of 250,000. individual investments.

To satisfy regulatory requirements, this year we faunched a facility whereby companies can be advised of changes to the holdings of listed companies' shares of directors or 'officers' of the company as soon as the change is recorded on the register.

During the year we co-operated with both the New Zealand Inland Revenue Department and the Australian Taxation Office to implement a new trans-fasman tax agreement, whereby tax credits can be given on dividends granted to shareholders in both countries under certain conditions. A number of companies on both sides of the Tasman have afready taken advantage of this facility.

To meet the needs of the many issuers of wholesale debt. for whom we now act, we have expanded our range of services to include settlement and paying agency services. for those clients

Market Conditions

From a solid base, corporate activity slowed markedly in the third quarter, but revived strongly in the fourth quarter, with a larger than usual number of initial public offerings of both equities and debt securities. Although all of these were fully or over-subscribed, they were mainly small issues and didnot attract large numbers of new investors.

Towards the end of the year a number of proposed IPOs. were postponed because of a perceived fack of demand.

The issue by our existing equity clients of Convertible. Bonds, paying an attractive rate of interest, continues to be a method of raising funds that is popular with issuers and investors alike. With a typical term of five to seven years and generally paying interest quarterly, these bonds constitute. valuable long-term registry business.

Significant Transactions

• We have been able to capitalise on Computershare's trans-fasman presence by acting as the local manager for Australian listed companies with a NZ branch. register. Examples include:
• AMP dernerger
• HHG plc float
• Pacific Brands initial public offering and employee offer
• Our key clients are, in the main, household names and/or significant in terms of size and strategic importance. They include: Telecom Corporation of NZ, TOWER Ltd, Contact Energy, Auckland International Airport, Air New-Zealand, Carter Holt Harvey and Retcher Building Ltd.
• Our experienced staff have enabled us to successfully handle a number of increasingly complex corporate. actions, including a new trend towards 'partial' takeovers. In two such successful cases, this has also involved multi-phase scaling of the acceptances. The successful outcome of these actions has further strengthened our reputation in the New Zealand market as the only company able to handle large and/or complex corporate actions; and

In addition to taking on the former Reserve Bank of New Zealand debt registry business, we were successful in assuming responsibility for the debenture register of Fisher & Paykel Finance, the finance arm of a feading consumer brand. We have also managed the initial public offerings of nine clients, who together have raised over NZ\$1.1 billion of debt.

Outlook

• In November 2003 NZX Ltd introduced their second-tier or l'alternative' market, known as NZAX, which was designed to provide smaller enterprises with a less costly way of raising capital and of providing liquidity for their stock. Wool Equities Ltd, which was formed from the NZ Wool Board co-operative, was one of the first. companies on the NZAX and one of several which we have assisted in that process; and
• We are continuing to build on our people and systems. expertise in the provision of services to the retail finance company sector. We have secured the outsourcing business of a number of these companies in the past year and are at an advanced stage of discussions with several others.

Priorities

• We are strengthening the level of co-ordination between our New Zealand and Australian operations, with a view to increasing the up-self and cross-self of Computershare products and services (eq Analytics services)
• We will continue to promote policies that protect the welfare of our clients and their shareholders and have, through our legal advisers, made representation to The NZ Securities Commission proposing amendments to the NZ Companies Act and the Securities Transfer Act airned at restricting the commercial use of public registers, so as to give greater protection and privacy to investors in fisted securities.
• Retail finance companies will continue to be a key target for us. The growth of this market and the momentum towards outsourcing remain strong and weplan to capitalise on this trend as a means of achieving revenue growth; and
• In equities registration, our focus is on deepening our knowledge of our clients' businesses and building further loyalty to the Computershare service proposition. The experience of our staff is a primary competitive advantage - the average length of service now being in excess of ten years. We are confident that as market. practices, and corporate actions in particular, increase in complexity, the need for this depth of experience and proven capability will be viewed as an essential attribute. of an outsourced service provider and we are in a unique. position in this regard.

INDIA

2004 saw the establishment of Karvy Computershare Private Limited as the largest provider of registration and transferagency services in the Indian market. A 50:50 joint venture with Karvy Consultants Limited (a leading Indian financial services and business process outsourcing firm), Karvy Computershare manages more than 16 million share and mubial fund accounts on behalf of more than 250 issuers. It employs more than 1,000 people.

With China, India is one of the two strongest growth engines in the global economy, and we are very excited about the opportunity to participate in this growth, India's domestic securities market infrastructure and regulatory. environment are developing at a rapid pace and its economy. is internationalising rapidly, adding to the excitement.

Karvy Computershare has performed well since its establishment and we expect it to win a healthy proportion. of the larger IPOs in the Indian market. Our partnership with Karvy Consultants brings together the combined benefits of Corributershare's olobal expertise and Karvy's strong position in the Indian market.

Regional Overview

NORTH AMERICA

The 2004 fiscal year was an exceptional one for Computershare in North America. The acquisitions of Georgeson Shareholder Communications Inc (GSC). the pre-eminent firm in investor communications, and Transcentive Inc, the leading software solutions provider for equity plan administration - as well as the launch of ComputersharePepper products and services - have expanded business opportunities and added new and important dimensions to our North American business model.

As a result, Computershare now offers a broader spectrum of services than provided by any of our competitors, underscoring our end to end services and our capabilities as a single-source provider.

Our North American business is already capitalising on the synergies we can realise through our acquisitions. We are successfully cross-selling products and services between GSC and our threstor Services business lines, and the Transcentive acquisition has increased interest in employee plans solutions among our transfer agency clients.

We have begun leveraging the best of our acquisition and business capabilities to market new, commed products and services. For example, we have applied GSC's investor surveillance and ownership identification expertise to our existing Computershare Analytics business, creating a new, combined division and incorporating GSC services into an expanded (Rtrack product. A first significant result of that combination is a strategic alliance, launched in June 2004, with The NASDAQ Stock Market to offer the IRtrack product. to their listed companies.

In addition to the Georgeson Shareholder and Transcentive acquisitions, we have made great strides in all our North American businesses in the past year

We implemented new processes, new technology and new products and services, while continuing to win new business, including:

• Increased self-service web capabilities for investors. as well as for issuers and employee stock plan providers, in the US and Canada, significantly improving our competitive position.
• Successfully sold a range of Document Services solutions to commercial clients, including a suite of services specifically marketed to credit unions, helpingto maximise our capital investment in facilities and equipment
• Implemented a new business model for transfer agency services in Canada, resulting in increased client. satisfaction and retention, as well as significant. revenue improvement
• Launched several new products including Credit Union-Connect^es credit union statement solutions and ObjekCert^ex orint-on-demand stock certificates: and
• Continued to negotiate strategic acquisitions to grow the North American business, leading to the acquisition in July 2004 of Alamo Direct, a US mutual fund proxyservices provider which, combined with Georgeson. Shareholder, now makes Computershare the leading provider of mutual fund proxy services in the US.

As a result of these efforts and ongoing efficiency. improvements, North America's EBITDA for FY 2004 is 62% higher than FY 2003.

GEORGESON SHAREHOLDER COMMUNICATIONS (NORTH AMERICA)

For more than 65 years, Georgeson Shareholder Communications has been the pre-eminent firm in the fields of proxy solicitation for corporations and mutual funds, small shareholder programs, and post-merger clean-up services. In December 2003, Computershare acquired Georgeson Shareholder to provide our clients with the broadest range of end-to-end issuer services available in the industry today.

The Year in Review

Computershare completed the acquisition on 12 December 2003. Since that time, we have worked quickly to integrate Georgeson Shareholder into Computershare's core businesses. Key areas in which integration has already taken place include:

• Formation of a new business unit combining our investor surveillance and identification services with Computershare Analytics, leveraging the Analytics IRtrack platform to take us to the next level in the investor and market intelligence marketplace
• Rationalisation and integration of corporate functions, including the executive teams, human resources, sales and marketing, finance and legal functions, to reduce expenses and optimise resources; and
• Application of our premier sales organisation and approach to our sales efforts in all business lines.

Throughout this transition period, we have maintained our dominant market position across our lines of business. For example:

In the USA, the Proxy Solicitation and Corporate Governance Consulting group added a significant number of new clients. The group also maintained its excellent winning record compared to its competitors in the proxy fight segment of its business - successful in 71% of proxy fights in which it was retained. The Mutual Fund Proxy group also maintained strong performance, realising the full impact of its new proprietary proxy software application, which provides greater efficiencies for its clients through more targeted solicitation campaigns and higher vote gathering rates.

In addition, we served as information agent, dealer/manager or solicitor on seven of the top 10 largest merger and acquisition transactions. Moreover, the PostMerger CleanUp^er group added more than 80% of its targeted prospects as new clients, and the Small Shareholder Programs group continued excellent reversue growth and maintained its strong market share.

In Canada, we continued to lead the market in proxy. solicitation, Asset Reunification^{y, and} small shareholder programs. In addition, we are preparing to capitalise on changes in the regulatory environment through the implementation of National Instrument 54-101, which will allow direct access to beneficial shareholders.

Market Conditions

Intensive scrutiny of corporate governance practices and increased shareholder activism across North America have created a fertile environment for our proxy solicitation and corporate governance consulting services. At the same time, the mutual fund industry is beginning to return its attention to restructuring activity, driving an increase in the need for solicitation campaigns.

In addition, the implementation of National Instrument. 54-101 in Canada will allow us direct access to beneficial shareholder information for contested transactions, creating additional opportunities.

Significant Transactions

Efforts to cross-self services to Computershare investor. services and corporate trust clients, and vice versa, are already bearing fruit. Through June 2004, more than 40 cross-sell deals have closed, including:

• Petrofund: Asset Reunification referral from Computershare Western Canada
• Ethyl Corporation: Post-merger clean-up referral from-Computershare Trust Company of New York
• Lockheed Martin: Corporate action tabulation referral to Computershare Trust Company of New York; and
• FPL Group: Proxy solicitation referral from Computershare Investor Services.

In addition, we have completed significant transactions in all lines of business for several major US companies such as:

• Merger and acquisition services: Bank One Corporation. merger with JP Morgan Chase & Co. and AT&T Wireless. Services Inc. merger with Cingular Wireless Corporation.
• Post merger clean up: Unifever, Bank One Corporation. and AXA
• Small shareholder programs: Agere, Bristol-Myers, Medco and International Paper
• Mutual fund proxy solicitation: AIM Management Group, Prudential Investments, AIG SunAmerica Asset. Management and Neuberger Berman Funds; and
• In Canada, significant transactions included asset reunification for a large, multinational insurance group, as well as for Manulife and Encana.

Regional Reports (cont'd)

Priorities for the Coming Year

During the upcoming fiscal year, we will focus on:

• Improving efficiencies and reducing costs through additional back-office integration with Computershare. including migration of processing functions to Computershare systems
• Increasing cross-selling among all fines of business, leveraging Computershare's investor services and corporate trust client relationships, to increase sales, as well as steering clients to additional Computershare services
• Leveraging the strength and expertise of our sales team to increase sales capability across the Computershare organisation; and
• Capitalising on opportunities created in the marketplace through changes in corporate governance practices and the regulatory environment.

TRANSCENTIVE (NORTH AMERICA)

The acquisition of Transcentive, in February 2004, represents an important step forward in the expansion of Computershare's employee share plans business. Transcentive is a leading provider of employee stock plan management software and, together with its partners, serves a client base of approximately 2,500 companies, including 48% of the Fortune 1000. Through the Transcentive acquisition, we are able to offer our employee stock plan clients a full range of service options, from software solutions for self-administered plans to fully outsourced plan administration.

The Year in Review

The transition and integration of Transcentive into the overall Computershare business is proceeding successfully. At the same time, Transcentive continued to exceed reversie targets throughout the year.

Market Conditions

US corporations must comply with complex laws affecting employee share plans, which are governed by a host of different regulatory bodies worldwide. Dramatic changes have taken place in the regulatory environment within the past several years. One of the next major changes to be implemented, Section 404 of the Sarbanes-Oxley Act (SOX), will shortly require US CEOs and CFOs to attest to the adequacy of internal systems and controls used to support. financial transactions and reporting, which must meet the scrutiny of external auditors. The web-hosted share planmanagement offering is an auditable, secure system that ensures the integrity and security of share plandata and supports a company's initiatives for compliance. with SOX, providing us an advantage in offering solutions. to companies facing these new compliance requirements.

In addition, anticipated changes in FY 2005 in the accounting treatment for equity compensation, mandated by the US Financial Accounting Standards Board (FASB), also underscore the need for sophisticated valuation. modelling and financial reporting systems that calculate the impact of share plans on corporate expense and earnings per share. The need for compliance with more demanding financial reporting requirements poses a market opportunity for Transcentive, which is recognised as an expert in financial reporting for share plans. Companies will be looking for the kinds of technological solutions. Transcentive offers, to help them capture and track data to meet more stringent corporate governance demands.

Significant Transactions

Since being acquired by Computershare, Transcentive has gained 22 new clients, including Acceris, K-Sea-Transportation Partners L.P, and Skywest. In addition, following the acquisition, Transcentive expanded its service relationships with both Merrill Lynch and another large international brokerage and financial services provider. These strategic partnerships represent a continuing revenue stream for the company, in addition, Transcentive signed an agreement with Oracle to link their Human Resources Management System (HRMS) to Transcentive's employee stock plan administration capabilities.

Priorities for the Coming Year

• Completing its integration with the overall Computershare business
• Furthering Computershare's global share plan initiative and establishing the company as the leading provider. of global share plan solutions
• Adding straight through processing to its North American options business. This will combine Transcentive's feading technology with Computershare's advanced trading/processing system to deliver efficient. document processing, payments, and trading/transactions to the existing Transcentive client. base: and
• Leveraging Transcentive's expertise in providing equity. compensation solutions in a rapidly changing regulatory. environment, to drive new business opportunities for Transcentive and for Computershare overall.

ANALYTICS SERVICES (NORTH AMERICA)

The Year in Review

Two major efforts brought significant growth and change to our North American Analytics group during FY 2004:

• The development of a global ownership database that allows for tracking of more than \$15 trillion in invested equity assets; and
• Integration of Georgeson Shareholders' shareholder identification and surveillance products and services into IRtrack, Computershare's web-based market surveillance and institutional investor intelligence product.

As a result of these two developments, we have embarked on a relaunch of IRtrack to the global market.

Safes of StreetSight®, our online, buy-side intelligence. solution, providing institutional and mutual fund ownership. information to capital markets professionals, grew significantly during FY 2004. We continued to build its presence at major global investment banks, as well as regional research, sales and trading firms. Over the course of the year, we also added considerably to the content of StreetSight, especially the number of contacts in our database and the number of hedge funds that we cover. while at the same time significantly improving the quality of the data.

Market Conditions

improvements in market conditions have resulted in increased demand for Analytics services, as issuers have begun to seek tools to identify and communicate with institutional investors.

At the same time, the growth of independent research firms. and hedge funds, along with increased trading volumes, has resulted in an expanded market for our StreetSight capital markets product.

Significant Transactions

The expanded capabilities of IRtrack led to the formation of an alliance with The NASDAQ Stock Market, the largest US electronic stock market, to offer the IRtrack product to their 3,300 listed companies through The NASDAQ Stock Market's Corporate Services network.

In addition, during 2004, we added a number of new clients to our StreetSight client list, including several major investment banks, broker/dealers and trading firms.

Priorities for Coming Year

In the coming year we will focus on development of a new data and web platform for our StreetSight capital markets product, as well as continued enhancement of our IRerack platform.

At the same time, we will work to expand the market for our shareholder ID and surveillance services, beyond investor relations, to reach the investment banking community.

INVESTOR SERVICES (US)

The Year in Review

Despite a less than healthy market and tight competition. Computershare's US Investor Services revenues remained strong this fiscal year, and we added a number of transfer agency (share registry) and IPO clients.

As a result of the Transcentive and Georgeson Shareholder acquisitions, Computershare's US Investor Services business is now in its best competitive position ever, able to offer US issuers the broadest spectrum of issuer services. available from a single provider.

In addition to this major expansion over the past year, our Investor Services business continued to make great strides. in providing optimal solutions for our clients and shareholders through improved processes, new product. offerings and enhanced technology:

• Online client and shareholder service: We increased webservices to clients and shareholders, providing greater transactional and reporting capability. We now also offer clients direct web-based access to our record keeping. system for real-time reporting and hands-on shareholder. record management.
• Document management processes: We completed automation of our document management processes. through Workflow and Electronic Data Capture (EDC), and have automated the generation of contact centre. shareholder correspondence, directly from the recordkeeping system.
• QuickCert^ex print-on-demand stock certificates: Our-QuickCert solution provides all the security of an engraved certificate but eliminates the administrative difficulty and cost of maintaining banknote certificate. inventories. We pioneered this program and are the onlytransfer agent to receive approval from the New York. Stock Exchange for its origoing use. We currently have 61 clients using our QuickCert solution; and
• ComputersharePepper services: Following the acquisition of ComputersharePepper, we have begunpromoting Shareholder Relationship Management and eliree electronic delivery promotion services to our transfer agent clients, helping our clients to derive greater value from their shareholders and to reduce. their shareholder mailing costs.

Our efforts to provide improved, expanded services arereflected in high client satisfaction levels. An annual independent third-party survey of issuers shows. Computershare scored first or second among all large transfer agents in the US in 31 out of 43 survey questions, with top scores for all questions in the client service and

Regional Reports (cont'd)

mail service categories. Overall investor service satisfaction. as measured by an independent third party survey of shareholders in June 2004, was at 90 percent above the industry benchmark.

Market Conditions

The US economy is beginning to show signs of recovery, with a lift in transactional revenue over last year, interest. rates remained low throughout FY 2004. Merger and acquisition activity also remained flat, impacting transactional reversue. At the same time, however, companies that had been holding off on their initial public offerings began finally to move forward, although the resurgence is still fairly modest.

The US continues to be a highly competitive environment. for Computershare in the investor services arena. However, with the Georgeson Shareholder and Transcentive acquisitions plus ComputersharePepper services, we are now positioned as an industry powerhouse for issuers seeking a full-service provider.

Many economists predict that the US economy will recover more fully in the coming year, providing greater opportunities for increasing our investor services reversue.

Significant Transactions

Our client list has grown this fiscal year with the addition. of 51 new transfer agent clients, among them 10 initial public offerings, including safesforce.com.

New US transfer agent clients also include two major energy companies: FPL Group and Reliant Resources.

Our corporate reorganisations group handled several major transactions last year, despite a relative dearth of major merger and acquisition activity:

• HSBC: Cash acquisition of Bank of Bermuda, effective February 2004
• Henkel Corporation: Cash acquisition of Dial Corp. (part of our agreement to provide back-office processing for Citibank A&T), effective March 2004; and
• PNC Financial Services: Acquisition (cash/stock election) of United National Bancorp, effective October 2003.

Priorities for the Coming Year

in FY 2005, with the expanded range of our service. offerings, the group will:

Continue to develop innovative services that can match the evolving business landscape, brought about by advancements in technology and industry changes, such as the movement toward dematerialisation and faster transaction turnaround times. In addition, the implementation of National Instrumera (NI) 54-101. in Canada, which allows corporations direct access.

to Non-Objecting Beneficial Owners' shareholder information for mailing meeting notices, may open the door to derequiation in the US environment, creating additional opportunities for Computershare

• Maintain our commitment to technology investment. for example adding functionality to our online services. and enhancing our interactive voice response (IVR). system with voice recognition facilities.
• Continue to reduce expenses and increase productivity through additional enhancements to our Workflow and Electronic Data Capture systems, as well as through consolidation of offices
• Grow our revenue stream by pursuing cross-selling opportunities, aggregating our client base, as well as delivering programs that bring a customisable but. comprehensive umbrella of services to individual or targeted groups of clients. We will work intensively with Georgeson Shareholder, Transcentive and ComputersharePepper to capitalise on these important. cross-sell and upsell opportunities. We will also work to build alliances, similar to the the NASDAQ Stock Market, to drive further opportunities; and
• Capitalise on the expected US economic recovery by aggressively pursuing mergers and acquisitions. especially cross-border transactions.

PLAN MANAGERS (US)

The Year in Review

One of the most significant events of the year was Computershare's acquisition of Transcentive in February 2004, which consolidated our position as the global leader in the employee stock plans space.

Beyond this acquisition, the past fiscal year has focused on retaining our clients, as well as aggressively managing our client-calling program. As a result, we have increased the percentage of our clients who have stated their willingness. to be used as a reference to 91%.

We also host semi-annual meetings of our top North American clients to discuss client issues and provide information on regulatory, industry, and product developments. As a result of these sessions, we collaboratively plan enhancements to our service and technology offerings with our clients to improve. our ability to meet their needs. The effectiveness of these programs is shown by Computershare's number one rating. among US plan administration providers, according to an independent survey of plan sponsors.

We also continued to add online services for planparticipants that provide a significant competitive advantage, including:

• Online taxpaver identification certification through both the web and IVR: and
• The ability to download transactions to their own personal money management software, such as Quicken®.

Market Conditions

During the past year, the US government proposed new accounting rules for employee stock option plans. As a result, companies are examining their stock option and employee stock burchase plan design features, and those that may have been intending to laurich a new plan are reworking their plan designs. At the same time, however, we are beginning to see more newly implemented employee stock purchase plan clients, indicating a positive turn in that aspect of the market.

The new regulatory environment is also leading to a shift toward other equity-based compensation, such as restricted. stock awards and performance shares, which may opennew opportunities for Computershare. The continued integration of Transcentive's equity solutions will further strengthen our ability to meet or exceed client expectations in this changing landscape.

In addition, the recovery in US stock market activity over the past year is reflected in Plan Managers' administrative and commission revenues.

Significant Transactions

We have either added as new clients or sold additional products to 20 companies. New clients include Maytaq and The Stanley Works, In addition, the Transcentive acquisition added 74 stock option and employee stock purchase planclients to our full stock plan administration business.

Priorities for the Coming Year

During FY 2005, we will:

• Leverage opportunities created by the acquisition of Transcentive and Georgeson Shareholder
• Further develop cross-sell opportunities by continuously evaluating client needs, particularly in the event of announced corporate actions, acquisitions, divestitures, and employee or investor communication campaigns
• Continue to focus on quality and overall service improvement and standardisation within the product offering
• Build on Computershare's and Transcentive's technology platforms to make us the best in-class offering from both the participant and the plan sponsor perspective; and
• Position the business to capitalise on the trend toward new and hybrid versions of equity compensation, such as restricted stock awards and performance shares.

BOCHMENT SERVICES ATS)

The Year in Review

Computershare Document Services provides shareholder communications services to all US Computershare businesses. This year we have achieved a significant lift. in profit growth in our registry-related business, and inparticular, in our commercial business.

Market Conditions

Atthough the US equities market saw somewhat increased activity in the past year, business conditions remained. relatively flat, resulting in limited revenue growth from internal business sources. However, the commitment to innovation and relationship-building with commercial prospects during the past year has delivered strong revenue. growth. These commercial wins provide a platform upon. which to build in the coming vears.

Significant Transactions

We developed and marketed the Credit Union Connect^es product to credit unions across the US. This product provides easy-to-read member statements that can include marketing messages to different customer segments.

Other significant developments include:

• Creating competitive advantage through the implementation of a new software solution that provides. our clients with greater postage savings through finer, more advanced sorting; and
• Extending our support of internal business to include the new acquisitions during the year. This generated additional volumes, which are expected to double over the next fiscal year.

Priorities for the Coming Year

Key priorities for the coming year are to transition all the Georgeson Shareholder printing and mailing jobs to our state-of-the-art facility in Burr Ridge, Illinois, and to continue to grow our commercial business.

Additional priorities include:

• Develop e-business through the implementation of Computershare's Viewpoint online document archiving and retrieval system. This will enable our clients to view mission-critical stakeholder communications with a click within a web browser
• Achieve ISO certification to demonstrate and enhance quality delivery processes; and
• Increase Credit Union Connect sales to credit unionclients and adapt the Connect products to US associations

Regional Reports (cont'd)

INVESTOR SERVICES (CANADA)

The Year in Review

One of the most important events in the past year for the Canadian transfer agency business, was the acquisition of Georgeson Shareholder, which has created opportunities to offer a broader range of products and services. Several cross-self deals have already taken place. leveraging Georgeson Shareholder's expertise and client base to expand Computershare's presence in the market.

In addition, in FY 2004 we implemented a new business model in all regions, creating two streams of client services, one for larger clients (based on revenue and complexity) and one for smaller clients. The new model allows us to tailor our service delivery to meet client needs, while enabling us to promote our services to the appropriate market segment. At the same time, we implemented our global client. relationship management system, to better track and manage existing and prospective clients, as well as achieving process efficiencies.

We also undertook a complete overhauf of our web site, introducing improved online services for investors and for our clients. We are the only large transfer agent in Canada. with online access for clients; a key competitive advantage in the market.

Throughout FY 2004, we maintained market share above 60%. Moreover, in an independent third-party survey held in June 2004, 90% of our clients' shareholders gave our overall service positive ratings, above the industry benchmark. On an independent third party survey of issuers, we scored 4.22 points out of a possible five in overall satisfaction.

Market Conditions

The number of initial public offerings in Canada doubled in the first half of calendar 2004 compared to the same period in FY 2003, the most seen in Canada since the technology. 'bubble' in 2000. However, much of the IPO activity we are seeing is the latest investment vehicle, income funds, which invest primarily in fixed-income securities such as bonds, mortgages and preferred shares. Traditionally, income funds generally produce fower revenue than our large issuer transfer agency accounts.

Merger and acquisition activity returned to more normal levels in the first half of calendar 2004, compared to 2003. We are beginning to see more positive market activity with definite signs of buoyancy. We are also seeing more unit trusts and specialised equity products in the market.

Stage 2 of National Instrument 54-101 was approved for implementation in September 2004 and will allow issuers. to choose their proxy mailing and tabulation service provider. This opens up great opportunities for transfer agents to handle proxy mailings for clients' Non Objecting Beneficial Owners, representing 60% of the overall investor base. Computershare has been preparing for this opportunity. and is ready to compete in this new market segment.

Significant Transactions

During FY 2004, we handled several major transactions, including:

• Management of a comprehensive Plan of Arrangement on behalf of Denison Mines, resulting in three new companies
• Depositary for the tender of shares of The Hockey. Company Roldings Inc. under its takeover by Reebok; and
• We added several new transfer agency clients, including the Saskatchewan Wheat Pool and the Macquarie Power Incorne Fund.

Priorities for the Coming Year

• Capitalise on opportunities presented by National Instrument 54-101. This could potentially increase our mailing and tabulation service substantially
• Continue to enhance our web capabilities for issuers and shareholders, which have generated positive reactions from our clients and increased investor ease-of-use.
• Increase market share through sales of enhanced products and services, feveraging the Georgeson-Shareholder acquisition
• Leverage ComputersharePepper's eTree initiative to enrol current and prospective clients in electronic delivery of shareholder communications
• Laurich QuickCert^ea print-on-demand stock certificates. in Canada during FY 2005, capitalising on the recent. successful launch in the US; and
• Continue to reduce expenses and increase productivity through our new national business model.

CORPORATE TRUST (CANADA)

The Year in Review

Despite continuing slow market conditions, we exceeded revenue and profit targets, thanks to strong growth in mortgage-backed securities, new warrant issuances, and trust-related activity in the oil and gas sector, backed byprudent cost management strategies throughout the year.

Broker-registered products have also provided increased revenues, due to improvements in our float income and number of accounts.

A number of steps were taken to prepare for additional growth in structured finance in Canada: specifically the asset-backed securitisation area.

We received a capacity rating from Dominion Bond Rating Service affirming our capacity to act as trustee, custodian, paving agent and administrative agent for asset backed (including mortgage-backed) securities in Canada. This capacity rating will strengthen our position in the eyes of market stakeholders and aflow us to better compete with bank-owned trust companies.

We also obtained use of a secondary trust company to allow us, for the first time, to function in both the issuer and indenture trustee capacities in securitization transactions - a dual function currently not offered by any of our competitors. Finally, we signed an agreement with the United States Internal Reversie Service to become a Qualified Intermediary, allowing us to deal with cross-border funds more efficiently.

Market Conditions

Very few new issues entered the marketplace over the past year, resulting in a significant decrease in new business activity.

At the same time, however, unprecedented growth in the mortgage-backed securities sector of the Canadian marketplace, coupled with our dominant presence as sole central payer and transfer agent (CPTA), fed to strong growth in this fine of business. Under Canada's National Rousing Act, we have been appointed as the only provider of paying and transfer agent services for the mortgage-backed securities program.

Despite the flat economy, a few additional aspects of the Canadian marketplace experienced growth, contributing to specific areas of our revenue:

• New warrant issuances; and
• Activity in the oil and gas sector, including new trust conversions, special business related to the energy trust market and significant new property acquisitions, resulting in energy trusts issuing subscription receipts and convertible debt.

Significant Transactions

• Acted as trustee for the new business trusts of Brompton Group of Funds and Citadel Group of Funds

• CGI Group Inc: Private placement of subscription. receipts used to indirectly acquire all of the issued and outstanding shares of American Management Systems Inc.

• Issue of \$462.5 million Series 2003-3 bonds by N-45° First CMBS Issuer Corporation

• Merrill Lynch Financial Assets: Closed a combination of three additional commercial mortgage-backed securitisation transactions, with further issuances expected in the coming fiscal year: and
• Awarded mandates to act as fund trustee, custodianand administrative agent for a variety of mutual funds. companies.

Priorities for the Comina Year

During the corning fiscal year, we will:

• Pursue additional revenue opportunities from within and outside our client base
• Focus on client retention and added quality service.
• Market the business as the corporate trustee of choice. for the legal and business community; and
• Capitalise on additional growth in structured finance. opportunities.

PLAN MANAGERS (CANADA)

The Year in Review

Our Canadian Plan Managers business significantly improved EBITDA during 2004, due to efficiencies realised through the conversion from our prior legacy system onto our own technology platform. We have also undertaken an extensive review of our client fees to ensure that they are at an appropriate level.

During the year, we also implemented web-enabled services and interactive voice response (IVR) technology. that allows shareholders to conduct transactions online, further reducing costs. Four of our large employee plan's clients now offer online service to their participants, giving more than 60,000 participants (over 50% of our Canadiantotal) online access to their account information through the web. In addition, client service representatives in our national customer contact centre now handle sales overthe telephone.

Several Canadian clients took part in Computershare's Strategic Council meeting this year in the US. The Council is made up of high-level North American plan manager. clients and provides a forum to discuss industry trends. and the impact of new legislation, as well as obtain their feedback on our business strategy.

Finally, the relatively flat market for employee plans gave us an opportunity to focus on consolidating our operations, while working to develop the functionality required to support a much broader array of plan types - necessary to effectively compete in the Canadian market. In addition, we have already begun to adapt Transcentive's stock options system to Canadian clients. The resulting additional

Regional Reports (cont'd)

functionality will significantly improve our competitive market position for Canadian stock option plans and our ability to position ourselves as the premier provider of employee plans in Canada.

Market Conditions

Overall, few new employee plans were launched in Canada during the year, as many companies await the impact of various new accounting rules (from the US and other countries) regarding the expensing of employee equity based incentive plans. These new rules will begin to take effect in calendar year 2005.

At the same time, however, a recovering stock market and an improving economy are beginning to invigorate the business. Together with an increasing trend toward more global expansion of share plans, this will offer increased. opportunities in the near term.

Significant Transactions

We won eleven new clients in Canada during the year. and retained all key clients.

Priorities for the Coming Year

Our top priority for the coming year is to aggressively pursue large employee stock purchase plan opportunities, capitalising on our improved processes and technology. We will also work to cross-sell Plan Managers products and services to the Investor Services and Georgeson Shareholder client bases, as well as leveraging the Georgeson. Shareholder and Transcentive sales teams to win new business, In addition, we will:

• Continue to maximise internal operational efficiencies and productivity gains
• Continue to focus on quality, by implementing service improvements and increasing investment in staff training and development; and
• Continue to feverage the acquisition of Transcentive for the Canadian market.

DOCUMENT SERVICES (CANADA)

The Year in Review

Over the past year, the majority of shareholder communications work that was previously handled by outside providers is now being handled by Document Services, and overall revenue growth rose, thanks to increases in print and mail volumes. At the same time, we improved our mail services, which delivered significant savings.

During the course of the year, we devoted resources to supporting a major new client. Royal & SunAlliance, for which revenue will be recognised next financial year. We also continued to work very closely with the Canadiantransfer agency group to prepare for the implementation. of National Instrument 54-101, which will immediately grow the business.

Market Conditions

The overall print market was down this past year, affecting all our print and mail revenues including commercial accounts. At the same

time, however, we are preparing to aggressively pursue. opportunities created by an overall market trend toward. electronic statement delivery and viewing; feveraging-Document Services' global division capabilities.

Significant Transactions

A key win in Canada, outlined in last year's annual report, was the contract awarded by Royal & SunAlliance (R&SA) to provide document design, printing, assembly and delivery of customer policy and billing documents for their insurance. businesses in Cariada.

We partnered with R&SA to create a customer communication strategy that addresses R&SA's strategic. business objectives and reduces operational costs. This project is being implemented in stages, with the first stage of production started in August 2004.

Priorities for the Coming Year

During FY 2005, we will:

• Increase mailing volumes during annual meeting season due to the implementation of National Instrument 54-101, which will allow us to mail to the Non-Objecting Beneficial owners for Computershare issuers.
• Introduce new e-delivery technology to our existing clients
• Develop commercial markets; and
• Acquire and install new equipment to increase both. capacity and our range of services, better serving the needs of Computershare transfer agent clients and commercial markets.

Regional Overview

EUROPE, MIDDLE EAST AND AFRICA (EMEA)

During the fast year, our activity has been driven by the determination to become more client focused at every level and in every area of the company; to streamline our operations and to offer a broader range of services to all our customers.

We saw the integration of our expanded range of services through our acquisition of Georgeson Shareholder and our more recent purchase of Transcentive. We have combined our client facing teams to support these areas, confident that this is the best way to deliver the benefits of our broader service to all our clients. With Pepper Technologies now wholly owned by Comptitershare, many of our clients have already begun to hamess the value which sterns from the introduction of an integrated communications strategy.

Towards the end of the financial year, we also increased our interest to 45% in NRC (National Registry Company of Russia), a leading registrar in Russia. As the largest." shareholder in NRC, we are now in a strong position to take full advantage of anticipated further consolidation of this market. Through our subsidiary company Computershare: GrabH, we are also poised to advance on the opportunities' which exist in Germany. This is currently the second largest registry market in Europe, offering many opportunities for professional shareholder administration services, as structures within the EU become more aligned.

A number of successes in the past year include beffiges awarded preferred supplier status by the Department of, Health, to deliver our full spectrum of services for up to 60 Foundation Trust Hospitals and our appointment to handle the Government's gilts (Bonds) registers. We have leveraged our greas of expertise to enter these new markets. Meanwhile our plans business, through our glo coverage and expertise, has had successes such as securing Reuters' global executive plans encompassing 11 different plans for employees in over 90 countries.

Throughout the year we have openly encouraged feedback and listened carefully to what clients and staff have told us about what we get right and what areas we need to improve. A number of internal initiatives to improve client. focus, increase productivity and improve the quality of our service have been undertaken throughout the organisation. We have also made new management appointments during the year which have provided us with the opportunity to bring in individuals from outside our own industry, with broader skill sets and wider experience; reflecting our commitment to our clients' changing and developing needs. Their combined influence is already leading to positive, tangible results and a renewed sense of energy and determination to take Computershare forward.

In the coming year we will focus on drawing these strands together to consolidate our position as a professional services. company, providing a broad portfolio of services to a large customer base across all sectors. Through our global expertise and coverage, we will be able to support global businesses. whose core business is in the UK and Africa. We will also focus on making further inroads within the European global segment through our global proxycand analytics offerings. In new markets, such as government groups, we will leverage our experience in stakeholder madiagement to provide. end to end solutions to meet their needs. Within the institution segment, we will provide assistance through our post merger clearup and onli for activities. ComputersharePepper s expertise in stake wider relationship management will also allow us to enter the BZC market.

Through outlinorgasing regional base our priority is to better position ourselves as the partner of choice. for organisations that view that business as within the SMITA region, as well as those which are global in pating and wish to unlise the global coverage. mat computershare can provide.

Financial Results FY 2004 - Highlights

The region performed well with revenue growth and significant picifit growth achieved, compared to EY 2003. The revenue growth was achieved through the development of new revenue streams to complement the core registry business, and through further development of the employee share plans and commercial decument services business. These revenue streams also contributed to the significant profit growth, along with other process driven and rovements. notably in South Africa.

EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation)

36% alegase in FY 2003/4, driven mainly by:

• Improvements in the South African business, especially process improvement and cost reduction, combined with a strong focus on service delivery to improve quality. and processing efficiency, and investment in training. and development
• New, more profitable revenue streams in Investor Services UK, to supplement core registry business which has seentough market conditions, including reduced interest rates. and consolidation of the registry market. Also a strong focus on cost reductions, through improved efficiency. and consistently meeting service targets; and
• Growth of Document Service's commercial revenue. from non-registry business. Strong focus on growing this business, with production capacity expanded during. the year, and integration of document services with other core services such as contact centre, scanning, and data management.

Regional Reports (cont'd)

Revenue

10% growth in FY 2004, driven mainly by:

• Establishment of significant new revenue streams in Investor Services UK
• Substantial growth in Plan Managers reversue despite. strong competition; and
• Increased revenue from development of Document Services commercial business from non-registry clients.

HNITED KINGDOM

INVESTOR SERVICES

The Year in Review

During the last year, the new management team's attention. has focused on improved efficiency and consistently meeting service standards, white also looking at our core capabilities to deliver services in new business areas.

We have also been able to extend the range of services we offer to our existing clients. Our commitment to exploiting new markets and developing new products is underlined. through our establishment of the Innovations Centre, which formalises our evaluation methodology for new products and processes.

Operationally, work has continued to improve and the further automation of our administrative processes, focusing on quality, has also increased productivity. Significant streamlining of the business operations has been undertaken with the centralisation of all operational processes in Bristol. The benefits of economies of scale are starting to be realised. Important strides in more transparent management reporting have been achieved and increased focus on the development of our managers has begun.

The integration of Georgeson's shareholder trading service. with Computershare's own service has been achieved, resulting in an increase in our overall market share to 80% for this product.

Market Conditions

The last year has seen continued market consolidation, with only a few areas of our business seeing cautious signs. of improvement. Limited increase in overall share prices has meant that growth has slowed in areas such as corporate actions and dealing programs. This reinforces the requirement for Computershare to deliver our core services effectively, while always looking at opportunities that can add real value to our clients' businesses through new service development.

Significant Transactions

• Following a competitive tender, we were appointed by HM Treasury to handle all functions of the government gilts realster; work previously carried out by the Bank of England. The contract is for an initial period of five years.
• NHS Awarded preferred supplier status by Department. of Health, to deliver full spectrum of services for up to 60 Foundation Trust Hospitals
• 180 corporate actions with projects undertaken for RT Group PLC (In Members' Voluntary Liquidation), Marconi, Orange, Debenhams and J Sainsbury
• Shareholder Solutions established itself as the leading player in the market during the last financial year, by handling the Bradford & Bingley program to trace 75.000 shareholders
• Shareholder Solutions appointed to trace people with outstanding cash entitlements from Woolwich Building Society conversion in 1997
• Cadbury Schweppes register transferred from Lloyds; and
• Very successful small shareholding dealing service for a leading engineering company.

Priorities for the Coming Year

• Develop opportunities afforded by a new segmentation. approach, eg government stakeholder groups.
• Shareholder Solutions to capitalise on Georgeson-Shareholder experience to enter new markets and increase the number of medium and large programs handled
• Continued focus on service delivery excellence, throughmore transparent reporting structures and training and development of managers.
• Orgoing development of e-commerce solutions, including e-IPOs and launch of internet dealing service; and
• Fully integrate the services available through acquisitions and maximise their potential to add value. for all our clients.

PLAN MANAGERS

The Year in Review

Plan Managers continues to demonstrate significant year-on-year growth, with reversie up by more than 25% on the previous year. Major new client wins and additional business derived from existing clients, either via cross-selling or through selling additional plans. products, have helped achieve this result.

Much of the focus throughout the year was on our internal practices, with a view to moving towards greater client focus and improving our service delivery. This included the implementation of a new performance management. process, the introduction of a competence-based, product-.
specific training program and a restructure of our operational activities. We also launched a comprehensive process re-engineering program.

Market Conditions

While competition remains strong across all product lines, clients using Save As You Earn, Share Incentive Plans, option plans and other incentive plans, continue to view high quality service as their prime requirement. It is for these reasons that quality service delivery will remain a priority in the new financial year.

The introduction of new accountancy standards, covering the expense of options, combined with a drive for greater corporate governance, is leading to an increasing demand for Restricted Share Plans with specific vesting criteria. This type of plan is more complicated to administer, and carries higher risk; but also provides us with an opportunity to demonstrate significant value to our clients.

Significant Transactions

Significant new client wins included Orange and Bombardier. We also saw additional business generated from existing clients -- HSBC, RBS and BP. Other noteworthy transactions were:

• Maturity of RBS Option 2000 and 2001 programs with online exercise and dealing functionality
• Reuters global executive plans won from a competitor, including the implementation of 11 different plans. covering employees in over 90 countries
• Launched the Employee Plan Members internet site to a further eight clients including RBS and Boots. The site now has over 45,000 registered users and over 10,000 (regular) monthly users. Work to improve overall usability and accessibility of the site is ongoing
• BP roll out of integrated communications and training program to country coordinators/administrators covering 80 countries; and

Considerable uptake in dealing on behalf of Plan-Managers saw nearly a tenfold increase in income for dealing.

Priorities for the Coming Year

• Continue to integrate the value-added services of Transcentive into our plans portfolio
• Complete key internal project aimed at reviewing all business processes and implement recommendations.
• Continual improvement in service delivery and investment in training
• Roll out existing product suite (Internet/IVR) to remainder of client base; and
• Build market share of major global corporates with large employee bases.

DOCUMENT SERVICES

The Year in Review

Over the last 12 months we have continued to provide. a wide range of document solutions and secure printing. services for Computershare's core registry clients. In tandem with this, we have maintained strong development. of new revenue streams from non-registry related business. Revenue from non-recistry clients has increased significantly. (40%) and now represents 41% of total sales revenue, compared to 37% in the previous year.

Production capacity has increased by approximately 25% in-FY 2004, with the opening of a second production operation. at the Cater Road site in Bristol. Significant investment in new machinery and sophisticated technology puts us in a strong position to compete for contracts with larger clients. We also have greater flexibility to meet wider client needs, while streamlining and simplifying our processes.

Market Conditions

Margins continue to be under pressure with an abundance. of capacity within the industry. Despite this, the Document Services business has been successful in capturing substantial new clients, particularly in the more sophisticated end-to-end communication solutions business.

Significant Transactions

Marks & Spencer Money was the hugely successful launch of a mini-cash individual Savings Account in-February 2004. We created a complete solution which included Interactive Voice Response (IVR) technologies, coupon processing, data management and web service, resulting in more than 320,000 mail packs, in excess of 90,000 incoming calls and over 34,000 hits on the web site

Regional Reports (cont'd)

• We produced in excess of 2.1 million images and 1.65 million mail packs for West Bromwich Building Society
• On behalf of Corgi, the UK's gas installers' requlator, we produced and delivered a variety of personalised selectable forms that were despatched to over 44,000 businesses employing approx 100,000 gas installers.
• Work has now been completed for 19 National Health Service trusts since their conversion to trust status, which began in April 2004; and
• We successfully completed the Vodafone AGM mailing in June 2004 - 600,000 mail packs made up of annual report and accounts and proxy forms.

Priorities for the Coming Year

• Integrating with ComputersharePepper to provide a fuller offering to the market
• Implementing a full roll-out of the 'Charter Suite' of products and services in the UK which includes fullend-to-end e-communication and integrated, multichannel communications/document delivery
• Move into colour printing capability, specifically to support the ComputersharePepper business. This also widens our portfolio for both commercial and registry. clients; and
• The acquisition of E-Billing for Enterprise has added further capabilities to the portfolio and we will be marketing the E-Billing product in the coming year.

ANALYTICS SERVICES

The Year in Review

We continued to position ourself as the feading supplier of UK equity ownership information during the year, with a focus on expanding the IRtrack platform and, following the Georgeson acquisition, to support our proxy business, as part of the recently completed integration of our proxy solicitation team into the Georgeson's European Team.

Market Conditions

While capital markets have continued to be depressed over the year, there are signs of increased corporate activity and encouragingly some firm indications of the US banks. introducing corporate broking teams.

Significant Transactions

• Launch of fRtrack, our first global shareholder and market information product
• Shareholder analysis activities outsourced to us by two leading investment banks; and
• Two banks transferred their analysis activities from competitors to us.

Priorities for the Coming Year

• Integrate the proxy and analytics offering to meet the needs of European global markets.
• Sell IRtrack into the UK and continerstal European markote
• Use the IRtrack leads, to help up sell other Computershare services such as proxy solicitation; and
• Build further relationships with intermediaries, such as investment banks and stock exchanges, to jointly. provide shareholder analysis services including IRtrack.

GEORGESON SHAREHOLDER COMMUNICATIONS

The Year in Review

Following Computershare's acquisition in December 2003, our proxy solicitation team in London was immediately. integrated with the European team. As a combined force, we went on to produce a good year in revenue terms, with several major new clients successfully advised on vote and governance issues for the first time.

Market Conditions

With market conditions becoming more promising for corporate activity, there was greater confidence among CEOs to commit to acquisition plans. With interest rates initially threatening to rise and then actually doing so, many companies tooked to re-financing existing bond issues at fixed rates. Both these developments spurred on greater transaction activity across Europe.

Significant Transactions

• Retained by a leading global oil company to advise on its corporate governance issues and assist with the solicitation of shareholder support and participation.
• In France, a top-tier financial advisor retained us to advise their client on the identification, communication. and tender offer solicitation for a contested counter-offer
• In Germany, new clients include a European energy company and a feading brand sports goods retailer, who used our services to extend their knowledge of and their access to their foreign and domestic shareholders.
• Successfully managed Centrica PLC's small shareholder program; and

Assisted the US with namerous cross-border equity and fixed income transactions, including a repayment of a US\$1 billion bond, issued by the Republic of Venezuela

Priorities for the Coming Year

Looking ahead, the broader range of stakeholder management solutions (share plans, multiple communication channels and shareholder analytics). provided from the integration of the two companies, will significantly differentiate Georgeson Shareholder offerings. in Europe and globally. Our priorities for the year are to:

• Integrate the Proxy, Analytics and ComputersharePepper offerings into a unique and coherent shareholder management tool, providing the corporate user with access to the best and most intelligent information. available in the international market; and
• Widen our Egropean footprint as we maximise the value of our broader range of integrated services.

SOUTH AFRICA

The Year in Review

During the last year, our emphasis has been on developing a strong service culture and addressing overall service. delivery from both processing and quality viewpoints. The appointment of a new Managing Director and the introduction of an accountable and responsible middle management were fundamental steps in addressing efficiency and service delivery issues. We have also becan a process of evaluating our client relationship management. and operational relationship management teams and will have this structural element finalised in the near-term. In addition, we have been investing heavily in the training and development of all employees and developing a social conscience as we seek to achieve a more inclusive. organisation. We are confident that, together, the positive changes we have made this year will position our businesses for sustainable growth in the future.

Black Economic Empowerment remains extremely important. to our future survival and is receiving enormous attention. It stretches far beyond mere ownership and into areas of management, procurement and social responsibility. We have introduced a social responsibility program which will involve all staff over a period of time and not only help to uplift communities, but provide valuable team-building opportunities for our people.

Market Conditions

As in other parts of the world, stock market volumes. continued to be on the low side, impacting on both the Central Securities Depository Participant (CSDP) and outsourcing businesses.

Against this background, we have witnessed active targeting of our clients by our competitors.

Significant Transactions

• Completed the integration of Georgeson Shareholder into our business: and
• MNet's 1998 Phuthusna Share Scheme was designed as a pioneering venture to assist in the economic empowerment of historically disadvantaged communities. in South Africa. The success of the scheme, by the close of the offer, exceeded all expectations.

Priorities for the Coming Year

• Leveraging the benefits of the Georgeson acquisition
• Investigation of already identified Document Service bre : asitinities
• Opportunity for expansion in Africa.

GEORGESON SHAREHOLDER COMMUNICATIONS (SOUTH AFRICA)

The Year in Review

During the course of the year, we made significant moves towards creating a stable, focal client base that would generate origoing revenues. We also positioned ourselves as an outsourced solution for European-based businesses. Having established good telecommunication finks and multi-finqual capabilities, we were able to work on several overseas shareholder programs. We successfully executed Japanese shareholder ID projects and AGM proxy. selicitation projects, working closely with the US Georgeson. Proxy and ID Group.

A significant development was the successful introduction. of an Information Agent service for Peasion Funds, assisting Pension Fund Trustees in providing telephone and data capture support. This was an important first stepin positioning ourselves for future work in this area.

Market Conditions

The market shows a promising outlook for corporate activity, much of which is being driven by Black Economic. Empowerment arrangements. The introduction of the Financial Intelligence Centre Act has increased the obligation. to maintain transparent and fully disclosed data, creating opportunities for shareholder programs. New legislation pertaining to the pension funds industry, with particular regard to surplus funds, has created a further opportunity. for which our services are suited.

Regional Reports (cont'd)

The growing trend in shareholder activism coupled with the increasing importance of good corporate governance practices, has created a sharp focus on the need for companies to develop and execute effective communication, proxy solicitation and response strategies.

Significant Transactions

• Information agent and receiving agent services for a pension fund of a major listed company targeted at approximately 25,000 pension fund members
• AGM proxy solicitation for a leading listed chemical and fuel company; and
• Information agent for a large banking group pertaining to a preference share issue, targeted to public investors.

Priorities for the Coming Year

• Integrate, sustain and develop our programs within Computershare, ensuring there is sufficient product knowledge, skill and delivery capability to successfully market, sell and execute such programs, to established Computershare clients
• To carry out a comprehensive review of dissenting registers and associated opportunities for missing and/or post-merger clean-up programs, requiring shareholder tracing
• Annual general meetings proxy solicitation is a key focus for the year ahead. We aim to add value by introducing an electronic system of voting at meetings, which has the support of some of our major clients; and
• To increase our stakeholding in the pension funds. industry, satisfying the needs of those companies with pension funds requiring dedicated communication and administration, as trustees meet their obligations to locate and notify past and present members of their respective funds.

OTHER REGIONS

IRELAND

INVESTOR SERVICES

The Year in Review

Our results this year were due in part to the successful creation of alternative revenue streams and a successful cross-selling strategy that improved the penetration of our packaged services to clients.

The year also saw an increase in the knowledge and skill of our registry team and we now have a significant number of managers and staff that have many years experience in this sector. We will capitalise on this to create further

opportunities, as we continue to work in close partnership. with our increasing number of frish and multi-national clients.

treland has nearly 1,000 UK companies and 500 multi-national concerns (mainly US) operating in Ireland, providing us with significant growth opportunities inemployee plan administration services.

The continued development of the fund administration market in the International Financial Services Centre (IFSC) in Dublin has opened up further opportunities. There are currently in excess of 3,500 funds being administered in the IFSC and we are continuing to grow our presence in this market. In this instance our technology, together with our global experience, is enabling us to win new business in this expanding market segment.

After a period where we have seen rates plateau, growth rates in excess of 5% in the frish economy are being. predicted for the next 3-4 years. We expect that this will lead to a further creation of wealth through share ownership. as frish entities thrive on the international scene.

Significant Transactions

The latter part of the year saw an increase in the number of corporate actions, with the following projects undertaken:

• We participated in the fargest corporate action in Ireland. with the take-over of First Active Building Society by Royal Bank of Scotland
• Take over of Barlo, Europe's feading radiator and plastics. manufacturer
• Receiving agent for Gresham Group, one of Ireland's leading hotel companies; and
• Plan administration for Pfizer Pharmaceutical and Tultovy Oil.

Priorities for the Coming Year

• We will continue to expand our plans and fund administration services
• We will consolidate our position in the market and move into new markets: and
• We will introduce leading edge print facility, working in conjunction with Document Services, to capitalise on our strong presence in the financial services market.

CHANNEL ISLANDS

The Year in Review

Our two objectives, of increasing registry market share in the Channel Islands and providing dedicated trustee services. to the global plans market, were achieved during the last. financial year.

Market Conditions

Market conditions in the Channel Islands improved in the year with many new Closed Ended Fund launches, especially in the Property fund sector and many new foreign companies joining AIM, for which we became the registrar.

Significant Transactions

New Employee Share Scheme Trust launches were fimited by the introduction of Treasury Shares in the UK, however considerable advances were made in taking on existing Trusts from the more established Trustee businesses in Jersey and several new mandates were won.

Priorities for the Comina Year

• Grow realstry business further by cementing relationships with the major fund administration groups in the Channel Islands; and
• Continue to attract existing trust business based on our commitment to client service and to increase our market. share of this business.

GERMANY

The Year in Review

Computershare acquired the remaining 51% of the Deutsche Börse joint versture on 31 December 2003. From this date, Computershare GrnbH, located in Frankfurt and Munich, began operating as an active subsidiary, providing realstry management and AGM services for the Computershare Group in Germany.

The Computershare business in Germany is supported by a close working relationship with Pepper Technologies AG. The focus of the first six months of operation was to remodel the existing technical infrastructure to reduce operational costs, improve the registry management service offering and enable future profitability.

Market Conditions

In Germany, only 10% of issuers provide registered shares, with Computershare GmbH maintaining 50% of all the registers. It is a stable market with very little public capital raising activity. The focus of the market has been to increase. the efficiency of managing common bolding, distribution and volatility analysis. Very little attention has been placed on intelligent use of the share registry to develop long-term. value-added strategies and Computershare GmbH is now educating the market on how to develop a share registry. into a valuable source of business information.

Significant Transactions

Computershare GmbH wholly operates the share registry business for the Computershare group in Germany.

• CARE, a newly developed, highly advanced registry. system, designed by ComputersharePepper in Munich, was introduced in May 2004. It replaced the existing Deutsche Börse registry system with enhanced technical functionality, enabling issuers to more intelligently. manage their shareholder database, capture valuable. relationship history and utilise flexible analytical possibilities to develop value-added strategies; and
• 35 registries successfully transitioned to the new CARE registry system with many customers retaining long-term. contracts of up to five years.

Priorities for the Coming Year

• Target large German issuers to grow share registry client hase
• Increase availability of share registry services to issuers. in Germany; and
• Enable issuers to obtain a more valuable return from investor interaction by providing innovative stakeholder relationship management solutions.

RUSSIA

As part of our global expansion strategy, we increased our stake in the NRC (National Registry Company of Russia) to 45%. NRC is one of Russia's leading registrars, providing registry services to 400 clients including Aeroflot, Norilsk Nickel, Vimpelcom and Pio Global. Russia has over 70registrars and we believe further consolidation of the market. is inevitable. This business made a positive contribution to EBITDA and our significant stake in NRC places us in an optimal position to capitatise on future developments in this. key market.

Senior Executive Management Group

Computershare Limited

Chris Morris is a founding member of Computershare since its establishment in 1978 and was appointed Chief Executive Officer in 1990. Chris' extensive knowledge of the securities industry and its user requirements from both a national and international perspective, coupled with his passion and long term strategic vision, have been instrumental in developing Computershare into a global company that is unique in its provision. of a full range of solutions to meet the needs of listed companies and their stakeholders.

PENNY MACLAGAN MANAGING DIRECTOR

Computershare Technology Services

Penny Maclagan joined Computershare in 1983 and was appointed to the Board as an executive director in May 1995.

In her role as Managing Director of Computershare Technology Services, Penny is responsible for planning, developing and executing technology. across the world in support of our global strategy. Throughout her career with Computershare, Penny has been involved with all aspects of technology support and development. Her detailed understanding of Computershare's proprietary technology and of the global securities industry has greatly contributed to the establishment of Computershare's competitive advantage in the global marketplace.

ROB CHAPMAN

REGIONAL MANAGING DIRECTOR EUROPE, MIDDLE EAST AND AFRICA

Rob was appointed as Managing Director for the EMEA region in June 2003. He has an outstanding record of delivering growth in outsourcing businesses similar to Computershare. and possesses strong operational knowledge, market experience and commercial acumen that promise to deliver positive results in the region.

Rob has over 18 years experience of delivering services to clients in the financial services, commercial and government arenas. He spent 15 years at EDS Corporation in a variety of roles, his last being Managing Director of its Business Process Management Division in the UK. He has also spent. time leading businesses in Ireland and South Africa.

40 | COMPETERSRARE Senior Management 2004

PAUL CONN MANAGING DIRECTOR

Global Analytics

Paul was appointed as Managing Director, Global Analytics division in July 2003. This division embraces the three regional Computershare. Analytics businesses, the former Georgeson Shareholder global intelligence group and newly reformed US stock surveillance team. The business unit provides services to the corporate investor relations. community and market participants. in key capital markets.

Paul plays an important role in strategic initiatives that leverage Computershare's global assets and capabilities, delivering cross border solutions for clients and new services for Computershare and advises many of our registry businesses on major market structure changes and opportunities.

Prior to joining Computershare in late. 1998. Paul was Head of New Business Development at the Australian Stock Exchange, Before joining ASX, Paul worked for the London Stock Exchange in a range of administrative and management positions.

STUART CROSBY REGIONAL MANAGING

DIRECTOR ASIA PACIFIC

In his role as Managing Director --Asia Pacific, Stuart is responsible for Computershare's operations in Australia, New Zealand, India and Hong Kong.

Prior to his appointment to this position in 2002, Stuart spent two years heading up Computershare's strategic business development in continental Europe and Asia.

Before joining Computershare in 1999, Stuart was ASX's riational head. of listings ('96 - '99). Stuart has also worked in Hong Kong where he ranthe Hong Kong Securities and Futures. Commission's intermediary ficensing division and was a director of enforcement.

TOM HONAN CHIEF FINANCIAL OFFICER

Computershare Limited

As the CFO. Tom is responsible for providing financial leadership across. the entire organisation, including accounting and business support in all of the Computershare group entities. Tom's responsibilities also cover Financial Planning and Control, Treasury, Tax, Acquisition Analysis, Financial Systems, and Investor Relations.

Tom has over 20 years senior finance experience that has been gained from a variety of roles and organisations inboth Australia and the United States.

Tern helds a Bacheler of Economics from Monash University and an MBA from University of Melbourne.

DR OLIVER NIEDERMAIER STRATEGIC CORPORATE DEVELOPMENT

Comoutershare Limited

Oliver Niedermaier joined the Senior Executive Management Team on 1 March 2004 with a focus on strategic. corporate development.

In 1998, as co-founder and CEO of Pepper Technologies AG, Oliver introduced the innovative concent of Stakeholder Relationship Management to international markets that quickly translated into international growth.

Oliver's dedication and innovative thinking is fundamental in driving future strategic thought for the corporate development of the Computershare Group worldwide.

Oliver has a PhD in Business Administration and Strategic Management from Ludwig-Maximilian's University in Munich, Germany.

STEVEN ROTHRI OOM REGIONAL MANAGING DIRECTOR NORTH AMERICA

In his role as Managing Director - North America, Steven is responsible for Computershare's operations in the United States and Canada.

Prior to his appointment, Steven was President of Computershare Investor Services USA with direct responsibility for the registry and stock transfer businesses across all our US offices as well as our US employee plan services. and options business.

Steven was part of the Executive Team that came across to Computershare following the Harris Bank acquisition in 2000. He joined Harris in 1986 and after a series of senior appointments, became Executive Vice President in 1998.

He holds a BA from Queens College, New York, and an MBA in Financial Management (with distinction) from Pace University in New York.

PAUL TOBIN CHIEF LEGAL OFFICER/JOINT COMPANY SECRETARY

Computershare Limited

Paul Tobin is responsible for legal, compliance, regulatory, risk management, and group insurance. activities, and shares company secretarial functions with Mark Davis. He is also active in Computershare's merger and acquisition activities.

Paul has many years of experience in operations, including his role as Senior. Vice President and General Counsel of a major online data provider. Paul was also founder and President of an Informet business to business, services. firm. Paul holds a Bachelor of Arts degree from Kenyon College and received his law degree from New York. Law School in 1987. He is a member of the American Bar Association, State Bar of California, and New Jersey State Bar Association.

Detailed Financial Report

FINANCIAL CALENDAR

2004
19 August	Announcement of result for the Company's 2004 financial year
6 September	Books close for final dividend
24 September	Payment of final dividend
10 November	Annual General Meeting - Melbourne
2005
17 February	Announcement of result for the half year ending 31 December 2004

COMPUTERSHARE Annual Report 2004 | 43

Corporate Governance Statement

COMPUTERSHARE'S APPROACH TO CORPORATE GOVFRNANCE

Good corporate governance is important to Computershare and the Board is committed to maintaining high standards. of corporate governance.

Following the release of the best practice recommendations by the Australian Stock Exchange's Corporate Governance Council in March 2003, a review of Computershare's corporate governance framework was undertaken. The results of this review revealed that Computershare's framework was fundamentally consistent with the recommendations with fimited exceptions.

A description of Computershare's main corporate governance practices are set out in this corporate governance statement. All practices were in place for the entire year unless stated otherwise. References in this statement to the Group refer to Computershare Limited and its controlled entities.

BOARD RESPONSIBILITIES

The Board is responsible for the corporate governance of the Group and operates in accordance with the principles set out in the Board Charter, a summary of which is available. from the corporate governance information section of the Computershare website at www.computershare.com

The principal role of the Board 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; and
• approval of budgets and monitoring progress against budget via the establishment and reporting of both financial and non-financial key performance indicators.

The Board has delegated to executive management responsibility for a number of matters including:

managing the Group's day to day operations in accordance with the Board approved authorisations, policies and procedures

• developing the Group's annual budget and recommending it to the Board for approval and managing the day to day operations within the budget; and
• implementing corporate strategy and making recommendations on significant corporate strategic initiatives

COMPOSITION OF THE BOARD OF DIRECTORS

Computershare's Constitution provides that:

• The minimum number of directors shall be three and the maximum number of directors shall be ten 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; and
• No director may be in office for longer than three years without facing re-election.

Membership and expertise of the Board

Over the past several years, the composition of Computershare's Board has been revised to better reflect. the global nature of the Group's businesses. Consistent with this effort, the Board has for some time now been comprised of Australian based directors and directors from the North American and European regions in which the Group operates.

The Board has a broad range of necessary skills, knowledge, and experience to govern the Group and understand the markets and challenges that the Group faces. The current Board composition with details of the backgrounds of each director is set out below:

Alexander (Sandy) Stuart Murdoch DDA, BEC, ASA, ASIA

Pasition: Chairman Ane: 63 Independent: Yes

Sandy Murdoch joined the Board of Computershare as non-executive Chairman when the Company listed in 1994. His previous experience included five years with merchant bank Chase NBA Group Limited in corporate finance and lending and twelve years as the Chief Executive Officer of the Linfox Transport Group. He is an active participant inserior executive meetings, and his wealth of knowledgeand leadership skills are highly valued.

Sandy is Chairman of the nomination committee and is a member of the remuneration committee and the risk and sudit committee. Sandy is based in Melbourne.

Christopher John Morris

.
Pasition: Chief Executive Officer Age: 56 Independent: Na

Chris Morris was appointed Chief Executive Officer in 1990. after having been a founding member of Computershare in 1978. Chris' extensive knowledge of the securities industry and its user requirements from both a national and international perspective coupled with his passion and long term strategic vision have been instrumental in developing Computershare into a global company that is unique in its provision of a full range of solutions to meet the needs of listed companies and their stakeholders.

Chris is a member of the remuneration committee and the nomination committee and is based in Melbourne.

Penelope Jane Maclagan BSc (Hons), DipEd

Pasition: Executive Director Age: 52 Independent: No

Penny Maclagan joined Computershare in 1983 and was appointed to the Board as an executive director in May 1995.

In her role as Managing Director of Computershare Technotogy Services, Penny is responsible for planning, developing and executing technology across the world in support of the Group's global strategy. Throughout her career with Computershare, Penny has been involved with all aspects of technology support and development. Her detailed understanding of Computershare's proprietary technology and of the global securities industry has greatly contributed to the establishment of Computershare's competitive advantage in the global marketplace.

Penny is a member of the nomination committee and is based in Melbourne.

Anthony Norman Wales CCA ECK

Position Non-executive flirector Age: 6ß Independent: No

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

During his time as Finance Director, Tony was instrumental in much of the strategic expansion of the Group from its days as a small Australian provider of bureau services to one of Australia's largest and most successful technology compenies, spread throughout many countries. Of particular importance was Tony's major role in negotiations and in the due diligence process for the Company's major acquisitions.

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

Tony is Chairman of the risk and audit committee and a member of the nomination committee and the remuneration committee. Tony is based in Sydney.

Philip Daniel DeFeo

BA Economics (lons, USA)

Philip DeFeo joined the Board of Computershare in 2002 as a non-executive director. Phillip's highly respected reputation. in the US marketplace and financial services experience has further strengthened the Group's expansion efforts particularly in North America.

Philip is currently Chairman and Chief Executive Officer of the California-based Pacific Exchange (PCX), one of the world's leading derivatives markets and arguably the United States' most innovative securities exchange.

Prior to taking up his role at PCX, Philip was President and CEO of Van Eck Associates Corp., a diversified global mutual fund and brokerage company specialising in alternative asset classes.

Corporate Governance Statement (cont'd)

Philip's distinguished career includes the following senior appointments: Executive Vice President and Director of Marketing and Customer Service at Cedel International, the second largest provider of Eurobond clearance and custody services; Senior Vice President and a member of the Operating Committee at FMR Corporation (parent of Fidelity Investments); Managing Director for Worldwide Equities Operations and Systems at Lehman Brothers; and Senior Vice President in the International Securities Division at Bankers Trust Company in London. His professional career began with Procter and Gamble, where he managed operations.

Philip is Chairman of the remuneration committee and a member of the nomination committee. Philip is based in San Francisco.

Thomas Michael Butler

BSc (Glasgow), M8A (Strathclyde)

Positine: Non-axecutive Director 52 Independent: Yes

Tom Butler joined the Board of Computershare on 15 May 2003 as a non-executive director.

Age:

Tom has had an impressive career that has had its focus in information technology in the United Kingdom and Europe. Operating at the highest level he has demonstrated. prodigious skills in both strategic positioning and inbusiness management, often turning companies around to deliver significant profits.

Tom is currently the Chief Executive Officer of Liberata plc. He has been a Council Member of the Confederation of British Industry and he is a member of the Institute of Mechanical Engineers. Tom is a member of the Company's nomination committee and is based in London.

William E Ford

MBA (Stanford, USA), BA Economics (Arsherst College USA)

Position: Non-executive Director AGE: 43 Independent: No

Bill Ford joined the Board in January 2003 as a non-executive director.

He is a General Partner at General Atlantic Partners LLC, a global private equity firm, where he chairs the firm's investment committee and is a member of the Executive and Portfolio committees.

Bill brings an extensive understanding of the financial markets and has specific expertise in the finance and constimer sectors. He works closely with several portfoliocompanies and is director of several private and public. companies, including SSA Global Technologies, Archipelago, and Multiplan.

Prior to joining General Atlantic Partners, Bill worked at Morgan Stanley and Co. as an investment banker.

Bill is a member of the nomination committee and is based in New York.

Dr Markus Kerher Dipl. OEC, Dr. Rer. Soc.

Position: Nan-executive Director Age: 41 Independent: Yes

Dr Markus Kerber was appointed to the Board on 18 August 2004 as a non-executive director.

Markus is Vice Chairman of the Supervisory Board of GFT Technologies, one of Europe's leading IT services companies. in the banking, logistics and industrial sectors. He is a majorshareholder of GFT and has been its CFO and COO for many years where he has been responsible for GFT's expansion. strategy across Europe.

Prior to joining GFT, Markus worked as an investment. banker in London in the equity capital markets divisions. of Deutsche Bank AG and S.G. Warburg and Co. Limited in London.

Markus is also a strategy consultant for the Conservative Party at the German Reichstag in Berlin and a member of London-based International Institute for Strategic Studies (IISS).

Markus is a member of the nomination committee and is based in Berlin.

BOARD INDEPENDENCE

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

Of the four remaining directors, (Sandy Murdoch, Philip DeFeo, Tom Butter and Markus Gerber) none has previously been an employee of the Group and the Board believes that none has any other relationship that could interfere with the exercise of their independent judgment.

Sandy Murdoch has been a director since 1994. Despitehaving served on the Board for a period which on one view may be perceived to materially interfere with his independence, the Board considers that, in his case, there are no circumstances that interfere with the exercise of his unfettered and independent judgment. In particular, in the Board's view, he has not developed relationships with other directors, management, employees, substantial shareholders, advisers, suppliers, customers or any other stakeholders. that have resulted in his losing his ability or willingness to operate independently and objectively, to challenge the Board and management and to otherwise act in the bestinterests of the Company.

The Board does not consider that a majority of directors being independent is, on its own, a sufficiently compelling factor to justify additional appointments to the Board. This is particularly so given that a majority of directors would be independent but for Bill Ford's association with a substantial shareholder.

While the ASX Corporate Governance Council's corporate governance best practice recommendations state that a director is not independent if he or she has such an association, in the Board's view, Mr Ford's associationmerely aligns his interest more closely with those of shareholders.

In addition to ensuring that the Board has a broad range of necessary skills, knowledge, and experience to govern the Group and understand the markets and challenges that the Group faces, the Board believes that its membership should represent an appropriate balance between directors with experience and knowledge of the Group and directors with an external perspective.

The Board also considers that its size should be conducive to effective discussion and efficient decision. making. The Board believes that its current composition. meets these requirements.

ROARD MEETIMGS

The Board meets quarterly both as a Board and inconjunction with senior management to discuss the shortand 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 Computershare Technology Services' Managing Director. The monthly Board report includes salient financial details together with information on the performance of operations, major initiatives as well as legal, governance and compliance issues that may arise.

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,

CHAIRMAN AND CHIEF EXECUTIVE OFFICER (CEO)

The Chairman is responsible for teading the Board, facilitating Board discussions and managing the Board's relationship with its senior executives.

The CEO is responsible for implementing Group strategies and policies. The roles of the Chairman and CEO are separate roles which are undertaken by separate people.

BOARD COMMITTEES

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

The risk and audit committee

The risk and sudit committee operates in accordance with its Board approved charter, a copy of which is available from the corporate governance information section of the Computershare website - www.computershare.com

The principal functions of the risk and audit committeeinclude reviewing and making recommendations to the Board and assisting it in the discharge of its responsibilities. relating to accounting policy and disclosure. The committee's responsibilities also include assessing the adequacy of accounting, financial and operating controls, reviewing the performance of externst auditors and examining their evaluation of internal controls and management's response.

The risk and audit committee is chaired by Torry Wafes and currently has one other permanent member being Sandy Murdoch. The Board considers that these members have appropriate financial expertise and understanding of the markets in which the Group operates.

Corporate Governance Statement (cont'd)

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 typically meets four times. each vear.

Peter Griffin, who served on the risk and audit committee. for a number of years, retired from the Board during the year. It is the intention of the Board that his position on the committee be replaced during the 30 June 2005 financial year.

As noted above, Tony Wales is not deemed to be independent by virtue of his substantial shareholding in Computershare and because he held an executive position with the Group within the last three years. Notwithstanding the above, the Board does not consider that there are any matters that may materially interfere with the exercise by Mr Wales of unfettered and independent judgment. While the Board would have preferred Mr Wales to remain in the position of Chairman of the risk and audit committee due to the strong contribution. be has made in this role and because it considers that he is the best suited director for this role, Mr Weles will be stepping down as Chairman in due course to ensure Computershare's ongoing compliance with ASX Listing Rule 12.7.

The nomination committee

The nomination committee operates in accordance with its Board approved charter, a summary of which is available from the corporate governance section of Computershare's website -- www.computershare.com

The main functions of the committee are to assess the desirable competencies of the Board members, review Board succession plans, provide a framework for the evaluation process of the performance of the Board, individual directors, the chief executive and senior executive management and to make recommendations for the appointment and removal of directors.

All current directors are members of the nomination committee and it is chaired by the Chairman of the Board. The nomination committee meets no less than once per year.

The nomination committee's policy for the appointment of directors is to select candidates whose skills, expertise, qualifications, networks and knowledge of the markets in which Computershare operates and other markets into which it may expand, complement those of existing Board members.

When selecting new directors for recommendation to the Board, the nomination committee reviews prospective directors' CVs, meets with them and speaks with their referees and others who have previously worked with them to assess their suitability.

The remuneration committee

The remuneration committee operates in accordance with its Board approved charter, a copy of which is available.

from the corporate governance information section of Computershare's website -- www.computershare.com

The principle function of the remuneration committee is to assist the Board in ensuring that the 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 Philip DeFeo and is comprised of Mr Murdoch, Mr Wales 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.

* For details of director attendances at committee meetings refer to the Directors' Report.

EQUITY PARTICIPATION BY NON-EXECUTIVE DIRECTORS

The Board encourages non-executive Directors to own shares in the Company.

REMUNERATION

It is the Company's objective to provide maximum stakeholder benefit from the retention of a high quality. Board and executive team by remunerating directors and key executives fairly and appropriately in accordance with market conditions and reflective of their contribution. The expected outcomes of this remuneration philosophy sre:

• Retention and motivation of key executives
• Attraction of quality management to the Group; and
• Performance incentives which allow executives to share the rewards of the success of the Group.

The Board is keen to encourage equity holdings by employees to align staff interests with those of shareholders. Many employees 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 Group's success.

The Company's share plans were in place prior to the release of the ASX best practice recommendations and werenot submitted to shareholders for approval at the time of their adoption other than, in certain cases, for approval for the purposes of sections 2598(2) and 260(c)(4) of the Corporations Act 2001. The Board considers that the composition of executive remuneration and equity related staff incentive plans are the domain of the Board subject. to meeting the Company's statutory and Australian Stock Exchange Listing Rule disclosure obligations. It is not the current intention of the Board to re-submit or submit its existing share and option plans to shareholders for approval.

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.

For additional information relating to the Group's remuneration practices and details relating to directors' and executives' remuneration during the year, refer to the directors' report and note 25 to the financial statements.

REVIEW OF BOARD AND EXECUTIVE PERFORMANCE

In order to ensure that the Board continues to discharge its duties effectively the performance of all directors was reviewed during the reporting period by the Chairman. The performance of the Chairman was reviewed during the reporting period by his fellow directors. A review of the Board has also taken place in accordance with the Company's performance evaluation process for directors and executives. The Board also annually reviews the performance of the senior management group. A summary of the performance evaluation process for directors and executives is also available on Computershare's website -www.computershare.com

IDENTIFYING AND MANAGING 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 Group's performance.

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. The Board has approved a Risk Management policy, a summary of which is available on the corporate governance information section of the Company's website www.computershare.com. In essence the policy is designed to ensure that strategic, operational, legal, reputation and financial risks are identified, evaluated, effectively and efficiently monitored to enable the schievement of the Group's business objectives.

The chief executive officer and the executive management team are instructed and empowered by the Board to implement risk management strategies in cooperation with it and the risk and audit committee, report to the Board and the risk and audit committee on developments related to risk, and suggest to the Board new and revised strategies. for mitigating risk.

The role of internal audit as part of the Group's risk management framework is to understand the key risks of the organisation and to examine and evaluate the adequacy and effectiveness of the system of risk management and internal controls used by management, Internal audit carry out regular systematic monitoring of control activities and

report to both relevant business unit management and the risk and audit committee. Typically, the audit methodology includes performing risk assessments of the area under review; performing audit tests, including selecting and testing audit samples; reviewing progress made on previously reported audit findings and discussing internal control or compliance issues with line management and agreeing on actions to be taken.

During the vear, two new roles were created within the Group to further strengthen the Group's risk management framework. The role of enterprise risk manager was created to oversee and support risk management efforts from a group perspective ensuring that these efforts were inaccordance with the direction provided by the Board and senior management, and to ensure the adequacy of the risk management information framework throughout the Group. A technology risk manager was also appointed to supportmanagement on technology risk matters globally with the focus including technology risk reviews and policy development.

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

CORPORATE REPORTING

The CEO and CFO have made the following certifications to the Board:

• that the Company's financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and the Group and are in accordance with relevant accounting standards; and
• that the above statement is founded on a sound system. of risk management and internal compliance and control. which implements the policies adopted by the Board; and
• the Company's risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

The Company adopted this certification structure for the year ended 30 June 2004.

CONFLICT OF INTEREST AND INDEPENDENT ADVICE

If a director has a potential conflict of interest in a matter under consideration by the Board or a sub-committee, 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 or sub-committee members on that issue nor receive relevant Board or sub-committee papers.

Corporate Governance Statement (cont'd)

The Company permits any director or committee of the Board to obtain advice about transactions or matters of concern at the Company's cost. Approval for directorsseeking independent advice is subject to the approval of the Chairman acting reasonably.

ETHICAL STANDARDS

Computershare recognises the need for directors and staff to observe the highest standards 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 implementation are reviewed annually.

A summary of the Group's code of ethics is available from the corporate governance information section of Computershare's website - www.computershare.com

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 inpossession 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 shareholders' meeting. Directors and executives may only deal in Computershare securities outside of these times with the express prior approval of the Chairman.

A summary of this code of practice is available from the corporate governance information section of Computershare's website -- www.computershare.com

SHAREHOLDER RELATIONS

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

• the annual report which is distributed to all shareholders. (other than those who elect not to receive it)
• 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 Computershare's website immediately following confirmation of receipt by the Australian Stock Exchange
• in direumstances where presentations are the subject of a webcast, making available the webcast on Computershare's website shortly after the close of the meeting
• ensuring all press releases issued by Computershare Limited are posted on the Company's website
• encouraging active participation by shareholders at shareholder meetings. For shareholders who are unable to attend and vote at shareholder meetings, Computershare encourages shareholders to vote electronically by accessing Computershare's website where, in advance of a shareholders' meeting, shareholders can view an electronic version of the proxy form and submit their votes
• actively encouraging shareholders to provide their email address to facilitate more timely and effective communication with shareholders at all times.
• contacting shareholders who have provided email addresses directly to provide details of upcoming events of interest; and
• encouraging all shareholders who are unable to attend general meetings to communicate issues or ask questions by writing to the Company.

A copy of the Board approved Shareholder Communications Policy is available from the corporate governance information section of Computershare's website www.computershare.com

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 taw. Computershare's joint Company Secretary. and Chief Legal Officer, Mr Paul Tobin, 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. A copy of the policy is available on the corporate governance section. of Computershare's website - www.computershare.com

EXTERNAL AUDITORS

The Company's policy is to appoint external auditors who demonstrate quality and independence. The performance of the auditor is reviewed annually and applications for tender. of external audit services are requested as deemed sporooriate, taking into account an assessment of performance, existing value and tender costs. PricewaterhouseCoopers were appointed as the external suditors in May 2002.

It is the policy of PricewaterhouseCoopers to rotate audit engagement partners on listed companies every five years. It is also the PricewaterhouseCoopers' policy to provide an annual declaration of independence to the risk and sudit committee, in addition, the Company has put in place a policy which lists the types of services that PricewaterhouseCoopers will not be able to undertake in order to maintain the independence and integrity of its services to the Company. As part of this policy, the Boardmust approve any permitted non-external audit task where the associated fee may exceed 10% of the annual external sudit engagement fee.

The external suditor is requested to attend the annual general meeting and be available to answer shareholder. questions about the conduct of the audit and the preparation of the content of the audit report.

An analysis of fees paid to external auditors, including a breakdown of fees for non-audit services, is provided in the directors' report and in note 26 to the financial statements.

WHISTLEBLOWING

The Board has approved a whistleblowing policy that specifically outlines procedures for dealing with allegations. of improper conduct. Concerns can be raised in a number of ways, including in writing, anonymously through the Company's online whistleblower reporting system, or by telephone. Any concerns that are reported are assessed and handled by regional disclosure coordinators in conjunction with the Company's Chief Legal Officer.

All employees have received or ere in the process of receiving training about the Company's policies, including how to detect and report improper conduct.

eTREE - ENVIRONMENTAL INITIATIVE

Computershare launched a joint initiative with Landcare Australia in April this year called eTree. The initiative was driven by a desire to encourage shareholders to accept. shareholder communications electronically in order to reduce the significant costs resulting from the use of an estimated 180 million sheets of paper each year in Australia alone.

The initiative involves a donation being made to Landcare Australia for every strareholder who accepts e-communications from their company. The donations are used to fund re-vegetation and landscape change projects. in areas of environmental stress throughout Australia.

Since the launch in April 2004, 32 Australian listed companies have participated in this initiative with well over 125,000 shareholders giving their permission for e-communications. As a result of this, approximately 500,000 trees have been or are shortly to be planted.

Similar initiatives have been faunched by Computershare's husinesses in the UK and North America.

HEALTH AND SAFETY

Computershare aims to provide and maintain a safe and healthy work environment at all operations within the Group. Computershare acts to meet this commitment by implementing work practices and procedures throughout the Group that comply with the relevant requlations governing the workplace. Employees are expected to take all practical measures to ensure a safe and healthy working environment. in keeping with their defined responsibilities and regulations.

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

The Australian Accounting Standards Board (AASB) is adopting International Financial Reporting Standards (IFRS). for application to reporting periods beginning on or after 1 January 2005. The AASB will issue Australian equivalents to IFRS, and the Urgent Issues Group will issue abstracts. corresponding to International Accounting Standards Board (IASB) interpretations originated by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee. The adoption of Australian equivalents to IFRS will be first reflected in the consolidated entity's financial statements for the half-year. ending 31 December 2005 and the year ending 30 June 2006.

Corporate Governance Statement (cont'd)

Refer to note 1 'Statement of Significant Accounting Policies' in the Notes to the Financial Statements for further information about how the transition to Australian equivalents to IFRS is being managed. The key differences in accounting policies that are expected to arise are set out at the end of note 1.

COMPANY SECRETARIES

The company secretaries are Paul Tobin and Mark Davis. Under Computershare'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.

Paul Tobin joined the Company in January 2000, having previously practised corporate and securities law at a leading international law firm and acting as Executive Vice President and General Counsel of a leading information. technology company. He was also Founder and President of an online business to business firm. Paul completed a Bachefor of Arts degree at Kenyon College, Ohio and a faw degree at New York Law School. Paul is also the Group's Chief Legal Officer.

Mark Davis joined the Company in January 2001 having previously practised law at one of Asia Pacific's leading law firms. Mark completed a Bachelor of Commerce and Bachelor of Laws with Honours at the Monash University in Victoria, Australia. Mark has also completed a Post Graduate Diploma in Applied Finance and Investment at the Securities Institute of Australia. Mark is also the Chief Legal Counsel. for the Group's Asia Pacific operations.

All directors have access to the advice and services of the company secretaries.

Directors' Report

The Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the financial vear ended 30 June 2004.

DIBECTORS

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

Non-executive

AS Murdoch (Chairman) TM Butler PD Defeo WE Ford AN Wales

Executive

CJ Morris (Chief Executive Officer) PJ Maclagan

• PJ Griffin was a director from the beginning of the financial year until his resignation on 11 November 2003.
• M Kerber was appointed as a non-executive director on 18 August 2004.

PRINCIPAL ACTIVITIES

The principal activities of the consolidated entity during the course of the financial year were the operation of Investor services, Plan services, Document services, Analytics and Shareholder Relationship Management services, Corporate and Technology services. The Investor services operations comprise the provision of registry and related services. The Plan services operations comprise the provision and management of employee share and option plans. Document services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery. Analytics and Shareholder Relationship Management services comprise the provision of investor analysis, investor communication and management information services to companies, their employees, shareholders and other securities industry participants. Technology services include 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 print and mail distribution services through its document services businesses.

Specific Computershare subsidiaries are registered securities transfer agents. 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.

The following significant changes in the nature of the activities of the consolidated Group occurred during the year:

• Acquisition of the US based security holder solicitation Group, Georgeson Shareholder Communications.
• Entry into the Indian securities and mutual fund registry market through the purchase of a 50% share in India's leading securities and mutual fund registry business, renamed Karvy Computershare Private Limited.
• Acquisition of the US based share plan managers, Transcentive Inc.
• The move to full ownership of Pepper Technologies AG, a specialist in shareholder and employee relationship management.
• The move to full ownership of Computershare GmbH (previously known as Deutsche Börse Computershare GmbH).
• Acquisition of the e-Business orientated company, Global eDelivery Group Pty Etd (previously known as Technology Partners Group Pty £td).
• Acquisition of a further 15% stake in the National Registry Company (NRC), one of Russia's leading registrars, taking the Group's total stake to 45%.

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

Directors' Report (cont'd)

CONSOLIDATED PROFIT

The profit of the consolidated entity for the financial year was \$83,646,193 after income tax and \$79,982,107 after outside equity interests. The profit after tax and outside equity interests represents a 392% increase on the 2003 result of \$16,255,550. Profit of the consolidated entity for the financial year excluding non-recurring items was \$81,441,193 after income tax and outside equity interests. This represents a 97.9% increase on the 2003 result of \$41,147,550. Net profit before non-recurring items is determined as follows:

والمتعارض والمستنبذة

	ALCOHOL: AND RESIDENCE 2004 \$350%	2003 \$009%
Net profit	83,646	16.256
Exclusion of normalising transactions (net of tax):
Redundancies	$\cdots$	16,234
Property write-offs	$\cdots$	4.980
Asset write-offs	$\cdots$	1.092
Profit on sale of UK premises (The Pavilions)	(5,682)
Restructuring costs	3.477	2.586
Net profit excluding non recurring items (refer note 2b)	81.441	41.148

DIVIDENDS

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

Ordinary shares

• A final dividend in respect of the year ended 30 June 2003 was declared on 28 August 2003 and paid on 26 September 2003. This was an ordinary dividend of 2.5 cents per share amounting to \$13,529,601 fully franked at 30%.
• An interim ordinary dividend in respect of the half year ended 31 December 2003 was declared on 25 February 2004 and paid on 26 March 2004. This was an ordinary dividend of 3.0 cents per share amounting to \$16,498,020 fully franked at 30%.
• A final dividend recommended by the directors of the company in respect of the year ended 30 June 2004, to be paid on 24 September 2004, is an ordinary dividend of 5.0 cents per share amounting to \$26,917,995 fully franked at 30%. This dividend was not declared until 18 August 2004 and accordingly no provision has been recognised at 30 June 2004.

Reset preference shares

• A reset preference share dividend of \$2.7575 per share amounting to \$4,136,242 franked at 30%, in respect of the six months ended 30 November 2003, was paid on 1 December 2003.
• A reset preference share dividend of \$2.7575 per share amounting to \$3,320,073 franked at 30% in respect of the six months ended 31 May 2004 was paid on 31 May 2004.
• A reset preference share dividend of \$2.7575 per share amounting to \$534,538 has been accrued in respect of the period 1 June 2004 to 30 June 2004.
• The total preference share dividend referable to the year ended 30 June 2004 is \$7,314,823.
• Following a decision by the directors of the company to cause the reset preference shares to be converted to ordinary shares on 30 September 2004, a reset preference share dividend of \$1.8384 per share franked at 30% in respect of the period 1 June 2004 to 30 September 2004 will be paid on 30 September 2004.

REVIEW OF OPERATIONS

Overview

The current financial year's result demonstrates substantial improvement across all metrics within the business including earnings per share, revenues, cash generation and other balance sheet measures.

The positive results posted for the financial year reflect a continued improvement in market conditions, particularly in the Asia Pacific region, and a significantly improved profit from North America, whose contribution to the Group's earnings before interest, tax, depreciation and amortisation (EBITDA) has improved from 27% of the total in the year ended 30 June 2003 to 39% of the total in the year ended 30 June 2004.

These results reflect the prudent strategies which were set in place in the prior financial year and which have enabled the Group to take full advantage of the upswing in the Asia Pacific region. Additionally, the result of the North American integration, following recent acquisition activity, is already showing significant benefits. Computershare expects further synergies to be derived in the coming financial year.

The Group's EBITDA increased by 37% before non-recurring items to \$183.4 million for the year ended 30 June 2004 (2003: \$133.9 million). Total revenues were \$946.4 million. Excluding proceeds on the sale of the UK premises of \$51.7 million, total revenues were \$894.7 million, an increase of 26% over the prior financial year. Excluding the revenue contributions of businesses acquired during the year ended 30 June 2004, total revenues were 6% higher. Operating expenses, excluding cost of sales and the impact of acquisitions in the current financial year, were \$459.0 million, down 1%. The Group's EBITDA was apportioned between Asia Pacific 35%, North America 39% and EMEA 26%. Computershare had an effective corporate tax rate of 24.4% during the year (2003: 41.8%).

Revenues

Regionally, revenues were apportioned between Asia Pacific 32%, North America 40% and EMEA 28%. These percentages reflect the increased contribution of the North American business in the current financial year.

The Asia Pacific region contributed revenues of \$283.2 million (2003: \$214.6 million). This increase is primarily due to increased corporate actions in the year ended 30 June 2004 but is supported by improvements in all areas of the business.

North America contributed revenues of \$356.5 million (2003: \$258.8 million) reflecting the synergies and benefits derived from the Georgeson Group and Transcentive acquisitions in the current financial year, combined with improved performance by existing businesses.

The EMEA region contributed revenues of \$303.8 million (2003; \$231.9 million). The Registry business experienced growth during the year.

Overseas operations were also impacted by exchange rate movements. Had the Australian dollar remained at financial year 2003 fevels, revenue would have been reported at \$978 million (excluding the sale of the UK premises), a constant dollar increase of 38% compared to the corresponding prior year.

Operating costs

Operating expenses have increased 22% on last year. Excluding cost of sales and the impact of acquisitions in the current financial year, operating expenses were \$459.0 miltion, down 1% versus an increase in revenue of 6%. Total personnel costs increased 16% reflecting growth in the organisation.

Total technology costs remained constant at \$91.0 million. Of this amount, \$41.1 million related to research and development which has been expensed. The Group is now enjoying the benefits of the migration of all major businesses onto the Group's own technology platform and external bureau costs have been largely eliminated in the current financial year.

Working capital

Improved working capital management contributed to operating cash flows of \$136.1m for the 2004 financial year. This is an improvement of \$59.9 million (79%) on the previous financial year. Continued focus on capital expenditure has ensured that total capital expenditure has remained under control at \$21.4 million, 20% below the depreciation expense for the year. Working capital ratios have also continued to improve and receivable days have been reduced to 57 days (2003: 61 days).

Directors' Report (cont'd)

Ordinary shares

On 26 May 2004 Computershare announced an on-market buy-back of up to 27,500,000 ordinary shares with a closing date of 17 December 2004. The buy-back commenced on 10 June 2004 and as at 16 August, the Group had bought back 15,970,000 million shares for a total consideration of approximately \$50.7 million at an average of \$3.18 per share.

Reset preference shares

On 19 December 2003 Computershare announced its intention to buy-back a maximum of 17% of its issued reset preference shares (250,000 shares). On 19 March 2004, Computershare announced a change to this share buy-back, with an intention to buy-back a further 500,000 shares. The buy-back commenced on 5 January 2004. As at 16 August 2004, the Group had purchased 315,193 reset preference shares for a total consideration of approximately \$32.7 million at an average of \$103.83 per share.

Changes to accounting standards that will effectively treat reset preference shares as debt rather than equity has led to the decision to convert all reset preference shares to ordinary shares under the terms and conditions of their issue.

Earnings per share

. .	2004 Censo	2033 Caro
Basic earnings per share	13.30	3.47
Disuted earnings per share	13.61	2.60
Normalised basic earnings per share	12.89	6.05
Normalised diluted earnings per share	13.23	6.57

The normalised basic and diluted earnings per share amounts have been calculated to exclude the impact of non recurring items (see note 5 in the financial report) recognised in the financial report for the year ended 30 June 2004 in order to make the earnings per share amounts for the current year more comparable with the earnings per share amounts for 2003.

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:

• On 2 December 2003 Computershare acquired the Georgeson Shareholder Communications Group. This acquisition served to further strengthen the Group's presence in the US market.
• On 31 December 2003 the Group moved to full ownership of Computershare GmbH, formerly known as Deutsche Börse Computershare GmbH.
• On 2 February 2004 Computershare announced its entry into the Indian securities and mutual fund registry market through the purchase of a 50% share in India's teading securities and mutual fund registry business, renamed Karvy Computershare Private Limited.
• On 18 February 2004 the Group acquired the US based share plan managers business, Transcentive Inc., further cernenting its presence in the US market.
• On 1 March 2004 Computershare Limited moved to full ownership of Pepper Technologies AG, a specialist in shareholder and employee relationship management.
• On 4 June 2004 the Group acquired 100% of the e-Business orientated company, Global eDelivery Group Pty Ltd, (previously know as Technology Partners Group Pty Ltd).
• On 24 June 2004 the Group announced that it had acquired a further 15% stake in the National Registry Company (NRC), one of Russia's leading registrars, taking its total to 45%.
• The increase in the total of shareholders' funds of 3% was due to acquisition activity offset by the ordinary and reset preference share buy-backs and the effect of foreign currency translation.
• Gearing net debt to net debt plus equity increased to 27% from 12% over the past year following the ordinary and reset preference share buy-backs and the acquisitions of businesses.

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

SIGNIFICANT EVENTS AFTER YEAR FND

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 vears, except that:

(a) On 26 May 2004 Computershare announced its intention to buy back up to 27,500,000 ordinary shares commencing 10 June 2004. Between 1 July 2004 and 13 September 2004 the company bought back 9,707,476 ordinary shares at an average cost per share of \$3.16. The shares bought back represent 1.78% of issued ordinary shares at the balance sheet date.

Between 1 July 2004 and 13 September 2004 the company bought back 183,478 preference shares at an average cost per share of \$103.71. The shares bought back represent 15% of issued preference shares at the bafance sheet date. On 13 September 2004 an additional 69,259 shares had been bought back, but not yet settled.

• (b) On 3 August 2004 Computershare announced the acquisition of New York based Alamo Direct Mail Services Inc. a company specialising in print, mail, tabulation and proxy solicitation services to the mutual fund industry in North America, for a consideration of US \$15.5 million and contingent consideration of US \$7 million that is subject to meeting specified revenue hurdles on an initial 3 year period. Computershare intends to combine the Alamo business with its existing Georgeson mutual fund business to create a powerful new product offering to the mutual fund industry.
• (c) M Kerber was appointed as a non-executive director on 18 August 2004.
• (d) On 19 August 2004 Computershare announced the decision of the directors to cause the reset preference shares to be converted to ordinary shares on 30 September 2004. As noted in the dividends section above, a reset preference share dividend of \$1.8384 per share franked at 30% will be paid in respect of the period 1 June 2004 to 30 September 2004. on 30 September 2004.
• (e) On 3 September 2004. Computershare announced the acquisition of Flag Communications Limited, a UK based employee relationship management company. Flag specialises in employee communications for FTSE 100 and 250 companies.

LIKELY DEVELOPMENTS AND FUTURE RESULTS

Likely developments in the operations of the consolidated entity constituted by the Computershare Group and the entities it controls from time to time that were not finalised at the date of this report include consolidation of North American acquisitions, including maximisation of synergy benefits across the global business.

Additional comments on expected results of the business are included in this report under review of operations.

ENVIRONMENTAL REGULATIONS

The Computershare Group is not subject to significant environmental regulation.

INFORMATION ON DIRECTORS

The qualifications, experience and responsibilities of directors are outlined in the Corporate Governance Statement and form part of this report.

Directors' Report (cont'd)

Directors' Interests

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

控理論	Namber of Options	Number of Oxdavary Shares	Number of Recor Preference Shares
TM Butler	1.111	1.111	1111
PD DeFeo		80,000	1111
WE Ford		$\cdots$
M Kerber		40,000
PJ Maclagan		16,627,525	1,330
CJ Morris		55,712,042
AS Murdoch		609.800
AN Wafes		32,592,384

Meetings of directors

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:

	Disectors' Assetsida		Audie Commissee Meetings			Nomiciation. Commattee Meetings		Bensonenation Committee: Metassis
	А	B	А	В	А	B	А	в
AS Murdoch	5	5	6	6
TM Butler	5	5	$\cdots$					$\cdots$
PD DeFeo	5	5	$\cdots$				3
WE Ford	5	5		1.111	1.111
PJ Griffin*		3		$\circ$
PJ Maclagan	5	5	$\cdots$
CJ Morris	5	5	$\cdots$	1.11
AN Wafes		స	6	۲ż

A - Number of meetings attended

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

* P3 Griffin is no longer a director having resigned on 11 November 2003.

Remuneration practices

Principles used to determine the nature and amount of remuneration

The objective of the company's executive reward framework is to ensure that reward for performance is competitive. The framework seeks to align executive reward with the achievement of strategic objectives and the creation of shareholder value.

The executive pay and reward framework has a number of components including base pay, possible short term performance incentives, long term incentives and other remuneration such as superannuation. The combination of these comprises the executives' total remuneration. Both short and long term incentives are discretionary and are subject to both the company and the individual meeting agreed requirements.

Please refer to the Corporate Governance Statement for further details on Board performance assessment procedures.

Non-executive directors

Details of non-executive directors' base remuneration are detailed in the table below. All non-executive directors are provided with statutory retirement benefits, details of which also appear in the remuneration table below. No incentives, either short or long term, are paid to non-executive directors, nor are any termination payments due to any non-executive directors that do not complete their term of service.

The aggregate amount of non-executive directors' fees is determined by the shareholders upon Board recommendation. A pool of \$750,000 was last approved by the shareholders in November 2003.

Non-executive directors are not eligible to participate in the Company's option or share plans.

Executive directors

Both executive directors are employed under open ended arrangements with Computershare. The CEO is appointed to the Board under the company's constitution, and the Managing Director of Computershare Technology Services is elected by shareholders under the same rotation basis that applies to non-executive directors. Details of base salary and superannuation arrangements are detailed in the table below. No additional payments are made in consideration for their activities as directors. Short term cash incentives may be paid in years in which the company's performance exceeds agreed performance hurdles. A cash bonus in respect of the year ended 30 June 2004 has been paid subsequent to the year end, details of which are in the table below. Neither executive is eligible for any termination payments should their employment or directorship cease for any reason.

Executive pay

All executives listed below are employed under open ended arrangements with Computershare. Details of base salary and retirement benefits are supplied in the table below. These and other key executives are also eligible to receive both short term cash incentives and long term share based incentives. Share based awards are designed to align executives' financial interests with those of the shareholders and are also designed to assist in the retention of participants. Executives who receive share based awards need to have, at a minimum, completed specified periods of service before any share awards under the plan become unconditional. Awards are discretionary and are subject to approval of the Board based on recommendations from the remuneration committee. The exercise of discretion in relation to the share awards is based on the Company's performance and the attainment of specified objectives. A bonus was awarded in respect of the year ended 30 June 2004. All of the executives listed below received their bonus as shares. All of the executives below are efigible for payment of a benefit on early termination by the employer without cause, equal to 30 months salary at the time.

Under the terms of his employment contract, T Honan is entitled to receive 40,000 shares on 27 May 2005. The estimated value of these shares, which will be reported in future periods, is \$26,457, based on the share price at grant date and spread over the vesting period. Under the terms of his employment, R Chapman is entitled to receive 50,000 shares on 31 December 2004. The estimated value of these shares, which will be reported in future periods, is \$31,410, based on the share price at grant date and spread over the vesting period.

Based on the performance of the Company for the year ended 30 June 2004, all of the executives listed in the table below were granted additional shares on 1 September 2004. All of the executives are entitled to receive these shares after completion of a two year vesting period. The estimated value of these shares, which will be reported in future periods, is \$942,998, based on the share price at grant date and spread over the vesting period.

Computershare Employee Option Plan

Information on the Computershare Option Plans is set out in note 21. Details of shares under option, or issued during or since the end of the financial year due to the exercise of options, are set out in note 19.

Details of remuneration

Details of the nature and amount of each element of the emoluments for each director of the Computershare Group and each of the six officers of the company and the consolidated entity receiving the highest emoluments and being the most senior officers of the consolidated and parent entity for the year ended 30 June 2004 are set out in the table below.

2004	Primary			Post employment		Ergrafty			Kolaś
	Selary and Fees.	Cash Profa Stare and SORREGGS.	Non-monatary Bonsekts.	Superannustien and Periskan	Ratkernent Benefits.	Shares	Options	Shares. boared as: Sorres
	S.		Ÿ.	š	Ÿ.	Š.	S.	Ä.	Ä.
Directors
AS Murdoch	115.000	$\cdots$	$\cdots$	11.500	$\cdots$	$\cdots$	$\cdots$	$\cdots$	126,500
TM Butter	97.609	$\cdots$	$\cdots$					$\cdots$	97.609
PD DeFeo	105.545	$\cdots$	$\cdots$					$\cdots$	105.545
WE Ford	52.772	$\cdots$		$\cdots$	$\mathbf{u}$	$\cdots$	$\mathbf{u}$	$\cdots$	52.772
PJ Griffin*	41.667	$\cdots$	$\cdots$	5.833	$\mathbf{u}$	$\cdots$	$\mathbf{u}$	$\cdots$	47.500
PJ Maclagan	500.188	281,000**	$\cdots$	50.019	$\cdots$	$\cdots$	$\cdots$	$\cdots$	831.207
CJ Morris	500.188	750.000**	$\cdots$	50.019			$\cdots$		1,300,207
AN Wates	75.000	$\cdots$	$\cdots$	7,500	$\cdots$			$\cdots$	82,500
TOTAL	1,487,969	1.031.000	-	124,871				-	2,643,840

* PJ Geffin resigned as a director on 11 November 2003.

** In place of taking the full antoum of the bonus, Mr CJ Mon's and Mrs PJ Mactagan asked the Company to send a donation totalling \$343,750 to the Peter McCallorn Institute for Cancer Research.

Directors' Report (cont'd)

2094	Primary			Post entrácyment		Equity			Total
	Salazy and Fees.	Cash Profit Share and Виневес	Non-researches ेकस्थल	Synosia as in ceasors. and Pornson	Reducement Servities.	Shares.	Costons	Shares. belowed as: Search"
	s	s	Ň.	S.	Ň.	ä.	Ä.	÷	ï
Executives
R Chapman	439,239		1.152	30.747	$\cdots$	183.269	$\cdots$	74.577	728.984
S Grosby	400.387		2.474	11.002	$\cdots$	185.480	55.540	160.000	814,683
P Conn	422.378	$\cdots$			$\cdots$	136.724	16,000	51.429	626,331
T Honan	330.188		$\cdots$	11.002	$\cdots$	175.701	35.975	138.388	691.254
S Rothbloom	562.905		$\cdots$	12.149		167.841	80.000	205.190	1.028.085
P Tobin	408.954		3.955	11.002	$\cdots$	162.461	19.770	97.263	703.405
TOTAL	2.563.651	-	7.581	75.902	$\qquad \qquad -$	1.011.476	207.285	726.847	4,592,742

*** The above bonus shares were granted on 1 September 2004.

Share based compensation - options

Details of employee options granted which may affect remuneration in this or future reporting periods are disclosed in note 19.

No directors or executives were granted options in the current financial year. Refer to note 19 for details of employee options.

Option Holdings of Directors and Specified Executives

Options provided as remuneration

The assessed fair value at grant date of options granted to directors and specified executives is allocated equally over the period from grant date to vesting date, and the amount relating to the current financial year is included in the remuneration table above. Fair values at grant date are independently determined using a Black Scholes option pricing model that takes into account the exercise price, the current level and volatility of the underlying share price, the risk free interest rate, expected dividends on the underlying share, the market price at grant date of the underlying share, the expected life of the option and vesting period applicable to the options.

Shares provided on exercise of remuneration options

No directors hold options in the company. No executives were granted options during or since the end of the current financial year.

Details of ordinary shares in the company provided as a result of the exercise of remuneration options to each of the specified executives are set out in the table below.

Date opticals granted.	Body price of shares	Number of shares issued.
9 September 1998	\$1.37	120.000

No amounts are unpaid on any shares issued on the exercise of options.

Loans to directors and executives

Computershare has not made any loans to directors and executives during the current financial year.

INDEMNIFICATION OF OFFICERS

During the period, the company paid an insurance premium to insure directors and executive officers of the company and its controlled entities against certain liabilities.

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

ALIDITAR

PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.

Non-audit services

The Group may decide to employ its auditor, PricewaterhouseCoopers, on assignments in addition to their statutory audit duties where the auditor's expertise and experience with the Group are important.

The Board is satisfied that the provision of non-audit services is compatible with the general standard of independence for suditors imposed by the Corporations Act 2001 and internal guidefines.

Further details regarding the Board's internal policy for engaging PricewaterhouseCoopers for non-audit services is set out in the Corporate Governance Statement.

A copy of the auditors' signed independence declaration as required under section 307C of the Corporations Act 2001 is provided immediately after this report.

Details of the amounts paid to the auditor for both sudit and non-audit services are provided in the table below.

During the year the following amounts were paid to PricewaterhouseCoopers, the Group auditor.

		Careccidated
	2008 s.	2002 š.
Remuneration received or due and receivable by
PricewaterhouseCoopers for: Audit and review of the financial statements by PricewaterhouseCoopers Australia	749,330	586.000
Audit and review of the financial statements by related practices of Pricewaterhouse Coopers Australia	1,520,297	1,081,612
Other services performed by PricewaterhouseCoopers Australia Other services performed by related practices of	202,112	8.000
PricewaterhouseCoopers Australia	183,718	245.000
Total Remuneration	2.655.457	1.920.612

Other services provided relate primarily to compliance reviews for global operations and pre-acquisition services provided in relation to the acquisition of the Georgeson Shareholder Communications Group.

ROUNDING OF AMOUNTS

The company is of a kind referred to in class order 98/0100, issued by the Australian Securities and Investments Commission, relating to the 'rounding off' of amounts in the Directors' Report. Amounts in the Directors' Report and the Detailed Financial Statements 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 states

AS Murdoch Chairman

CJ Morris Director

14 September 2004

Auditor's Independence Declaration

PRICEWATERHOUSE COPERS

PricewaterhouseCoopers ABN 52 780 433 757

333 Collins Street MELBOURNE VIC 3000 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Melbourne Australia www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999

AUDITOR'S INDEPENDENCE DECLARATION

As lead auditor for the audit of Computershare Limited and its controlled entities for the year ended 30 June 2004, I declare that, to the best of my knowledge and belief, there have been:

• (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
• (b) no contraventions of any applicable code of professional conduct in relation to the audit.

$89.20$

Russell Sutton Partner PricewaterhouseCoopers

Melbourne 14 September 2004

Statements of Financial Performance

FOR THE YEAR ENDED 30 JUNE 2004

			Cornsolidated		Paged eality
	Note	2008 8009	2003 \$0,00	2094 \$280	2003 \$300
Revenues
Safes revenue	2	871,240	694.519
Other revenue from ordinary activities	2	75,193	14,078	56,623	65,085
Total revenue from ordinary activities	2	946,433	708.597	56,623	65,085
Expenses
Direct services		654,943	547,145
Technology services		91,008	101,025
Corporate services		80,665	20,633	21,931	14,079
Borrowing costs	2	9,020	8,296	946	930
Total experises		835,636	677,099	22,877	15,009
Share of net profit/(loss) of associates accounted
for using the equity method	34	(140)	(2,036)
Profit/(loss) from ordinary activities before
related income tax expense		110,657	29,462	33,746	50,076
income tax (expense)/benefit relating to ordinary activities	3	(27,011)	(12, 329)	(3,558)	(4,616)
Net profit/(loss)		83,646	17.133	30,188	45,460
Net (profit)/loss attributable to outside equity interests		${3,664}$	(877)
Net profit/(loss) attributable to members of the
parent entity	4	79,982	16,256	30,188	45,460
Net exchange difference on translation of financial
reports of self-sustaining foreign controlled entities	20	(9,892)	(24, 321)
Total revenues, expenses and valuation
adjustments attributable to members of the
parent entity recognised directly in equity		(9.892)	(24, 321)
Total changes in equity attributable to members of the
parent entity other than those resulting from
transactions with owners as owners		70.090	(8.065)	30,188	45,460
Basic earnings per share (cents per share)	5	13.30	1.47
Normalised basic earnings per share (cents per share)	5	12.89	6.05
Difuted earnings per share (cents per share)	5	13.61	2.60
Normalised diluted earnings per share (cents per share)	5	13.23	6.57

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 2004

			Conselvätietä		Parent entity
	Noos	2304 \$900	2003 \$600	2005 \$000	2003 \$009
Current Assets
Cash		90,495	60,828	831	3,608
Receivables	6	181,619	132,220	23,520	5,137
Other financial assets	7			$\overline{\phantom{a}}$
		50,944	36,653
Inventories	8	6,993	3,904
Current tax assets	11	3,493	941	2,093
Other	9	19,595	11,152	209	396
Total Current Assets		353,139	245,698	26,653	9,141
Non-Current Assets
Receivables	6	1,598	1,049	155,499	245.600
Other financial assets	7	15,266	30,931	397,908	345,702
Property, plant and equipment	10	92,387	133,619	2,698	4,094
Deferred tax assets	11	20,918	47,175	1,632	10,579
Intangibles - goodwill	12	698,903	431,502
Other	13	4,874	4,432		144
Total Non-Current Assets		833,946	648,708	557,737	606,119
Total Assets		1,187,085	894.406	584,390	615,260
Current Liabilities
Payables	14	203,743	111,044	4,149	7,739
Interest bearing liabilities	15	98,824	5,564	367	598
Current tax lisbilities	16	2,341	5,876		9.769
Provisions	17	32,567	24,287	6,535	678
Other	18	11,715	2,569
Total Current Liabilities		349,190	149,340	11,051	18.784
Non-Current Liabilities
Payables	14	331
Interest bearing liabilities	15				62.678
Deferred tax fisbilities		213,251	132,923	65,301
Provisions	16 17	9,427	15,568	220 236	114
Other	18	6,892 3,127	5,177 2,991		290
Total Non-Current Liabilities		233,028	156,659	65,757	63,082
Total Liabilities		582,218	305,999	76,808	81.866
Net Assets
		604,867	588,407	507,582	533,394
Equity
Parent Entity Interest
Contributed equity - ordinary shares	19	338,987	324,881	338,480	324,375
Contributed equity - reset preference shares	19	114,432	147,195	114,432	147,195
Reserves	20	(27,799)	(17,907)	545	545
Retained profits	4	170,750	128,366	54,125	61,279
Total parent entity interest	36	596,370	582,535	507,582	533,394
Outside equity interest in controlled entities	36	8,497	5,872
Total Equity		604.867	588.407	507,582	533,394

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

Statements of Cash Flows

FOR THE YEAR ENDED 30 JUNE 2004

			Correctidated		Parent entity
	Note	2008 8009	2003 \$3060	2094 \$280	2003 \$300
Cash flows from Operating Activities
Receipts from customers		878,706	688,690	727	9,528
Payments to suppliers and employees		(711, 945)	(578, 874)	(26, 497)	(13,211)
Dividends received		210	16	۳	34,159
interest paid and other costs of finance		(8.704)	(9,733)	(881)	(790)
Interest received		3,589	3.457	257	7,622
Australian net GST (paid)/refunded		(9, 290)	(6, 125)	(9, 284)	1,810
Income taxes (paid)/refunded		${16,442}$	(21.274)	620	(851)
Net operating cash flows	30(b)	136,124	76.179	(35.058)	38,267
Cash flows from Investing Activities
Payments for purchase of controlled entities	24
net of cash acquired Payments for purchase of businesses		(208, 626)	(210) (12, 335)	(13,800)	(34, 159)
Payments for investment in associated entities		(1, 159)	(17,603)
Payments for investments		(2,239)	(8,604)	(168)
Payments for property, plant and equipment		(21, 378)	(17,933)	(5,068)	(370)
Net loan repayments from controlled entities				141,217	63,282
Proceeds from sale of assets		66,137	525	121
Other		(706)
Net investing cash flows		(167, 971)	(56, 160)	122,302	28,753
Cash flows from Financing Activities
Proceeds from issues of ordinary shares		933	1,538	933	1,539
Buy-back of ordinary shares		(20.111)	(38, 351)	(20, 111)	(38, 351)
Buy-back of reset preference shares		(32,763)		(32,763)
Proceeds from borrowings		320,902	227,015
Repayment of borrowings		(164, 025) (30, 028)	(182, 885)	(30,028)	(27, 279)
Dividends paid - ordinary shares Dividends paid - reset preference shares		(7,456)	(27, 279) (8, 250)	(7,456)	(8,250)
Dividends paid to outside equity interest in
controlled entity		${1,519}$	(524)
Proceeds from finance leases		1,077	759
Repayment of finance leases		${5,164}$	(1,859)	(596)	(613)
Net financing cash flows		61,846	(29,836)	(90, 021)	(72, 954)
Net increase/(decrease) in cash held		29,999	(9,817)	(2,777)	(5,934)
Cash at the beginning of the financial year	30(s)	60,828	74,327	3,608	9,542
Exchange rate variations on foreign cash balances		(332)	(3,682)
Cash at the end of the financial year	30(a)	90,495	60,828	831	3,608

Refer to note 30(c) 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 2004

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 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.

Where applicable, comparative information has been reclassified or represented to maintain comparability with the current reporting period.

The Australian Accounting Standards Board (AASB) is adopting IFRS for application to reporting periods beginning on or after 1 January 2005. The AASB will issue Australian equivalents to IFRS, and the Urgent Issues Group will issue abstracts corresponding to IASB interpretations originated by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee. The adoption of Australian equivalents to IFRS will be first reflected in the consolidated entity's financial statements for the half-year ending 31 December 2005 and the year ending 30 June 2006. Information about how the transition to Australian equivalents to IFRS is being managed, and the key differences in accounting policies that are expected to arise, is set out at the end 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 transfation reserve on consolidation.

Income tax

The financial statements apply the principles of tax-effect accounting. The income tax expense in the Statement of Financial Performance represents tax on the pre-tax accounting profit adjusted for income and expenses never to be assessed or alfowed 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.

Tax consolidation legislation

Computershare Limited and its wholly-owned Australian entities implemented the tax consolidation regime with effect from 1 July 2002. The Australian Taxation Office has been formally notified of this decision.

The relevant 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 that liability was 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 intercompany 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. The tax sharing agreement is not expected to have a material impact on the consolidated assets, liabilities and results.

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 sre billed.

Recoverable amount of non-current assets

Non-current assets are reviewed at least annually to determine whether their carrying amounts require write-down to recoverable amount.

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

items of property, plant and equipment, excluding freehold land and feasehold 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 (30% to 50% per annum)
• Fixtures and Fittings (13% to 50% per annum); and
• Motor Vehicles (15% to 40% per annum).

Leasehold improvements

The cost of improvements to or on leasehold properties is amortised over the unexpired period of the lease or the estimated useful life of the improvement to the consolidated entity, whichever is the shorter.

FOR THE YEAR ENDED 30 JUNE 2004

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

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 Statement of Financial Performance when they are proposed by the controlled entities.

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 provided 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.

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 plus incidental costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the value of the instruments is their market price as at the 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.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of the acquisition. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

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.

Where an entity or operation is acquired and the fair value of the identifiable net assets acquired, including any liability for restructuring costs, exceeds the cost of acquisition, the difference, representing a discount on acquisition, is accounted for by reducing proportionately the fair values of the non-monetary assets acquired until the discount is eliminated. Where, after reducing the recorded amounts of the non-monetary assets acquired to zero, a discount balance remains it is recognised as revenue in the statement of financial performance.

Gondwill

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 sccounted 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 curnulative effect of revisions on the amount of amortisation of goodwill are recognised in the Staternent 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 gaining 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 detailed 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 a 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.

Employee benefits

Provision has been made in the Statements of Financial Position for benefits accruing to employees in relation to annual leave, long service leave and workers compensation.

All on-costs, including payroll tax and workers' compensation premiums are included in the determination of provisions. Annual leave and the current portion of long service leave are measured at their nominal amounts.

The non-carrent 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.

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 23a).

Defined benefit superannuation and pension plans are operated in Hong Kong and India only. Please refer to note 23(a) for further details.

FOR THE YEAR ENDED 30 JUNE 2004

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

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. No remuneration expense is recognised in respect of employee shares and options issued.

Termination henefits

Liabilities for termination benefits, not in cornection 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 29a).

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 Statement of Financial Performance by reference to the stage of completion of the project as at balance date.

Softwere licence sales and associated development, installation and maintenance fees are recognised in accordance with written customer agreements so as to match revenue with expenses.

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

Plans and Analytics revenue is recognised to match the period in which services are performed.

Other Revenue

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

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 yield 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.

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 become ineffective as a hedge of the intended risk, and are required to be marked to market, all gains and losses are recognised immediately in the Statement of Financial Performance.

Cash

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 Statement of Financial Performance that are recorded as other current financial assets.

Earnings per share

Basic earnings per share

Basic earnings per share is determined by dividing net profit after income tax attributable to members of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares. outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Dividend

Provision is made for the amount of any dividend declared, determined or publicly recommended by the directors on or before the end of the financial year but not distributed at balance date.

Change in accounting standards

The new Austration Accounting Standard AASB 1046 Director and Executive Remuneration Disclosures by Disclosing Entities is applicable to the Group for the first time this financial year. Computershare is required to disclose the remuneration of each individually named director and specified executive, as well as the components of each individual's remuneration. The components are classified under the main headings of primary, post-employment, equity compensation and other benefits. This is a disclosure standard only, therefore there is no impact on the reported results of the Group in the current financial period. Note 25 includes full details of director and executive remuneration disclosures.

FOR THE YEAR ENDED 30 JUNE 2004

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (cont/d)

The adoption of International Financial Reporting Standards

For reporting periods beginning on or after 1 January 2005, Computershare must comply with the Australian equivalents of IFRS. This means that the Group will present interim financial statements for the six months ending 31 December 2005 and annual financial statements for the year ending 30 June 2006 under IFRS.

Entities complying with the Australian equivalent to IFRS for the first time will be required to restate their comparative financial statements to amounts reflecting the application of IFRS to that comparative period. Most adjustments to IFRS will be made, retrospectively, against opening retained earnings.

It is important to note, that whilst the adoption of IFRS will change the Group's reported results, this does not represent a change in the strength of the underlying business.

Management of the transition to IFRS

Computershare has established a project team to manage the transition to the Australian equivalents of IFRS. The project team is chaired by the Chief Financial Officer and reports to the risk and audit committee. The project team has prepared a detailed timetable for managing the transition and is currently on schedule.

Computershare is managing the transition to IFRS in three distinct phases:

• Analysis and planning
• Evaluation of the new financial reporting requirements and initial conversion; and
• Embedding IFRS into business as usual.

As at 30 June 2004 phase one has been completed and significant progress has been made in phase two.

Key milestones met include:

• A preliminary assessment to identify the key areas impacted by IFRS has been undertaken and provided to the Board risk and audit committee.
• A high level project plan outlining each phase of the transition and establishing a global project team has been completed and provided to the Board risk and audit committee.
• Project management tools, including strategies for communication, risk and issue management, the use of external advisors and the logistical implications of conversion have been established
• An analysis of all current Group accounting policies vis-à-vis IFRS requirements has been performed to identify potential areas of change.
• The mandatory and optional exemptions available under AASB 1 (First time adoption of IFRS) have been reviewed; and
• A detailed timeline has been agreed to address the technical accounting requirements of the four areas most impacted by IFRS: annual impairment testing of goodwill, financial instruments, share based payments and deferred tax assets and liabilities.

Key differences in accounting policies expected to arise upon the adoption of IFRS

The most significant differences between current Computershare accounting policies and IFRS are summarised below. Both the AASB and the IASB have a number of on-going projects in place which may impact on the differences described below and the impact on the future financial results of Computershare.

Annual impairment testing of goodwill

• Current goodwill will no longer be amortised but subject to annual impairment testing. In accordance with the new standard, this impairment testing will be based on the discounted cash flows of each cash generating unit within the Group.
• Under AASB 1 First Time Adoption of IFRS, it is likely that the carrying value of goodwill (being the original value less accumulated amortisation) as at 30 June 2004 will be carried forward indefinitely, subject to opening transitional adjustments and annual impairment testing.
• The amortisation charge currently recorded in the financial results of Computershare will be eliminated.

Financial Instruments

• The Group's reset preference shares will be reclassified as debt under IFRS. On this basis the directors of the company have resolved to cause the reset preference shares to be converted to ordinary shares in accordance with the reset preference shares term of issue.
• In accordance with IFRS, all financial instruments will be recorded on the balance sheet.
• Computershare currently applies fiedge accounting to all financial instruments and accordingly, these transactions are recorded off balance sheet.
• Under IFRS the fair value of financial instruments which meet the hedge accounting critería will be recorded in the balance sheet, with changes in the fair value being taken to shareholders' equity. There will be no impact on profit.
• Qualification for hedge accounting will be more strict than under current Australian accounting standards. The fair value of financial instruments which do not satisfy the hedge criteria will also be recorded in the balance sheet, but changes in their fair value will be taken directly to the statements of financial performance.
• Based on a preliminary assessment of Computershare's portfolio, most of the instruments entered into by Computershare are expected to qualify for hedge accounting under IFRS.
• In light of the significant complexity and on-going changes in relation to the new financial instruments accounting standards, Computershare has adopted a policy of seeking IFRS sign off before proceeding with any financial instruments.

Share based payments

• Equity based compensation in the form of shares and options will be recognised as an experise in the period during which the employee provides related services.
• Currently Computershare only recognises an expense for shares purchased on market.

Deferred tax assets and liabilities

• Deferred tax will be calculated using the 'balance sheet' approach under IFRS. In addition, the criteria for the recognition of a deferred tax asset is lower under IFRS, therefore the adoption of IFRS may result in the recognition of more deferred tax assets and liabilities.
• Tax effect accounting will also follow the underlying transaction under IFRS. As a result, some tax effects may be recognised in equity.

The above should not be regarded as a complete fist of changes in accounting policies that will result from the transition to Australian equivalents to IFRS, as not all standards have been analysed as yet, and some decisions have not yet been made where choices of accounting policies are available. For these reasons it is not vet possible to quantify the impact of the transition to Australian equivalents to IFRS on the consolidated Group's financial position and reported results.

FOR THE YEAR ENDED 30 JUNE 2004

		Consolidated		Parent entity
	260a \$900	2003 \$600	2004 \$000	2003 \$000
2. OPERATING PROFIT
(a) Profit from ordinary activities is after crediting the following revenues: Revenue from operating activities
Sales revenue Rendering of services	871,240	694.519
Revenue from outside the operating activities Net foreign exchange gains (refer also to borrowing costs) Decrease in underwriting liability to controlled entity following	698	264	1,966	6.546
novation of financial instruments	-			8.044
Gain on other financial instruments Amertisation of discount on forward exchange contracts		509 2.318		27
Dividends received from:
- other persons	210	16
- controlled entity		$\ddot{\phantom{a}}$	26,773	34,159
Interest received from:
- other persons – controlled entities	3,469	3.584	243 1,045	148 6.739
Rent received and sub-lease rentals	1,178	3.940
Other fees received from controlled entities			26,417	9,366
Gross proceeds from the sale of:
- Property, plant and equipment and investments	66,137	525	121
- Non-current assets to controlled entities Other revenue items in total	3,501	$\ddot{\phantom{a}}$ 2.922	۳ 58	32 24
Total other revenues	75,193	14.078	56,623	65.085
Total revenue from ordinary activities (excluding share of net
profits of associates accounted for using the equity method)	946,433	708.597	56,623	65.085
Profit from ordinary activities is after charging the following expenses:
Depreciation and amortisation Depreciation of property, plant and equipment Amortisation of:	22,157	24.894	722	453
- Leased assets	4,478	1,193	275	514
- Leasehold improvements	3,342	2,905	7	16
– Goodwil l	33,494	31.263 482	248	223
- Other deferred experises	1,003
Total depreciation and amortisation	64,474	60.737	1,252	1.206

	Consolidated		Paged eality
	2008 8009	2003 \$000	2394 \$2,500	2003 \$300
Berrowing costs
Interest paid:
- to other persons	7,271	6,921
- on finance leases	271	211	9	65
- to controlled entities		$\cdots$	937	705
Exchange (gain)/loss on foreign currency loans
Loan facility fees	1,478	1.164		160
Total borrowing costs	9,020	8,296	946	930
Other operating expense items
Operating lease rentals (i)	39,922	33,229	441	2,897
Technology spending – research and development	41,100	38,600
Provision for/(reduction in) employee entitlements	(78)	303	(253)	(41)
Net charge to provision for doubtful trade debts	151	518
Experise from sale of:
- Non current assets	53,169	936	65
- Plant and equipment to controlled entity				32
(Profit)/ loss on sale of non-current assets	(9,922)	411	(392)

(i) Operating lease rentals includes contingent rentals of \$nil (2003: \$786,589).

(b) Individually Significant Items

included in the consolidated statement of financial performance are the following significant items:

Profit from Ordinary Activities

Safe of Computershare Limited's premises in the UK (The Pavilions)

	2003 \$008
Sale Proceeds Written down vafue	51,758 ${46,076}$
Gain on Sale	5.682
Expenses	\$009
UK restructuring Tax effect	${4,967}$ 1,490
	(3,477)

In the year ended 30 June 2003 there was significant restructuring of the company's global businesses. The impact on expenses was \$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.

FOR THE YEAR ENDED 30 JUNE 2004

		Consolidated		Parent entity.
	200a \$900	2003 \$600	2004 \$000	2003 \$009
3. INCOME TAX
The income tax experise for the financial year differs from the amount calculated on the profit. The differences are reconciled as follows:
Operating profit	110,657	29.462	33,746	50.076
Prima facie income tax expense thereon at 30% Tax effect of permanent differences:	33,197	8,839	10,123	15.023
Amortisation of goodwill not deductible	6,697	5,418
Research and development allowance	(1,238)	(1.692)
Non deductible provisions $\cdots$	570	194	1,020
Benefit of tax losses not brought to account $\cdots$ - Writeoff of deferred tax liability on sale of UK	961	6.230
buildings (the Pavilions) - Tax free profit on sale of UK buildings	(4,334)
(due to indexation allowance)	(1,705)	$\cdots$
Non-assessable and rebatable dividends	(6.577)	(4,490)	(8,031)	(10, 247)
- Other	(3, 179)	2,050	(99)	(118)
Prior year tax (over)/under provided	693	(1.971)	545	(42)
Restatement of deferred tax balances due to income
tax rate changes		(404)
Effect of different tax rates on overseas incorne	1,491	(1.845)
Effect of change in tax rate other	435	$\cdots$		$\cdots$
Income tax expense on operating profit/(loss) before impact of tax consolidation	27,011	12,329	3,558	4.616

As at 30 June 2004, companies within the consolidated entity had estimated unconfirmed gross income tax losses of \$127,715,983 (2003: \$18,038,000) available for 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;
• (b) the companies continue to comply with the conditions for deductibility imposed by tax legislation; and
• (c) no changes in the taxation legislation adversely affect the companies in realising the benefit from the deductions for the losses.

		Consolidated		Parent entity
	2008 \$009	2003 \$3000	2094 \$2800	2003 \$300
4. RETAINED PROFITS AND DIVIDENDS
Retained profits
Retained profits at the beginning of the financial year. Adjustment resulting from change in accounting	128,366	133.781	61,279	37,490
policy for providing for dividends		13,857		13,857
Ordinary dividends provided for or paid	(30.027)	(27, 278)	(30.027)	(27, 278)
Reset preference dividends provided for or paid	(7,571)	(8, 250)	(7,315)	(8,25.0)
Net profit/(loss) attributable to members of Computershare Limited	79,982	16.256	30,188	45,460
Retained profits at the end of the financial year	170,750	128.366	54,125	61.279
Equity
Total equity at the beginning of the financial year Adjustment resulting from change in accounting	588,407	655.748	533,393	546,426
policy for providing for dividends Total changes in equity recognised in the		13.857		13.857
Statements of Financial Performance Transactions with owners as owners:	70,090	(8,065)	30,188	45,460
Contributed equity -- ordinary shares, net of buy-backs	14,106	(36.812)	14,105	(36,812)
Contributed equity -- reset preference shares, net of buy-backs	(32,762)	(30)	(32,762)	(10)
Dividends -- ordinary shares	(30, 027)	(27, 278)	(30, 027)	(27, 278)
Dividends - reset preference shares	(7,571)	(8,250)	(7, 315)	(8,250)
Total changes in outside equity interests	2,624	(783)
Total equity at the reporting date	604,867	588,407	507,582	533,393
Dividends
Ordinary
Dividends paid during the financial year in
respect of the previous year - fully franked at 30% Dividends paid in respect of	13.530	13.861	13.530	13,861
the current financial year - fully franked at 30%	16,498	13.421	16.498	13,421
Reset Preference
Dividends paid during the financial year in
respect of the previous year - fully franked at 30%	676	4.137	676	4.137
Dividends paid and proposed in respect of
the current financial year -- fully franked at 30%	7.571	8.250	7.315	8.250
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 2004 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%	13,916	43.265	13,916	43.265

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 the 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 reportin

FOR THE YEAR ENDED 30 JUNE 2004

	Calculation of Rasic EPS \$900	Catculation of Dilutee EPS \$600	Caterdation of Recrusived Basic EPS \$000	Calculation of Normalisse Dikuted EPS \$009
5. EARNINGS PER SHARE
Year end 30 June 2004
Earnings per share (cents per share)	13.30 cents	13.61 cents	12.89 cents	13.23 cents
Net profit	83.646	83,646	83,646	83,646
Outside equity interest (profit)/loss	(3.664)	(3.664)	(3.664)	(3,664)
Exclusion of normalising equity transactions, net of tax (refer note 2b):
- UK restructuring and Pavilions			(2.205)	(2,205)
Dividends on reset preference shares	(7.313)		(7,313)
Net profit	72,669	79,982	70,464	77,777
Weighted average number of ordinary shares used as denominator in calculating basic earnings per share Weighted average number of ordinary and potential ordinary shares used as denominator in calculating	546,570,016		546.570.016
diluted earnings per share		587,684,215		587.684.215

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)

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	17,133	17,133	17,133
Outside equity interest (profit) loss	(877)	(877)	(877)	(877)
Exclusion of normalising equity transactions,
net of tax:
– Redundancies			16,234	16,234
- Property write-offs			4,980	4,980
– Asset write-affs			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 Weighted average number of ordinary and potential ordinary shares used as denominator in calculating	544,130,199		544.130.199

626,076,728

626,076,728

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)

diluted earnings per share

(a) An overseas entity is a licensed deposit taker. As at year end this controlled entity has accepted deposits in its own name, and recorded these funds as other financial assets together with a corresponding liability. The deposits are insured through a local regulatory authority.

Non-current
investments:
Shares in listed companies (a)	9,683	14.453	6.890	6.785
Unlisted shares in unrelated entities, at cost	900	633
Unlisted shares in controlled entities, at cost			391.002	338.917
investments accounted for using the equity method.	4.330	15.845		$\cdots$
Other	353		16	$\cdots$
	15.266	30.931	397.908	345.702
(a) Market value of shares in unrelated listed companies	14.282	13.027	13.917	4.754

included in the amount above is an 11% investment in E*Trade (ETR), which operates an internet brokerage business. Shares in ETR were written down at 30 June 2001. No further adjustment has been made to the carrying value of shares in listed companies during the year ended 30 June 2004 as directors believe there has been no further permanent diminution in value.

FOR THE YEAR ENDED 30 JUNE 2004

	Consolidated			Parent entity
	2004 \$900	2003 \$600	2004 \$000	2003 \$009
8. INVENTORIES
Raw materials and stores, at cost Work in progress, at cost	3,515 3,478	3,323 581	$\overline{\phantom{0}}$ ۰
	6,993	3.904
9. OTHER
Current Prepayments	19,595	11.152	209	396
	19,595	11.152	209	396
10. PROPERTY, PLANT AND EQUIPMENT
Land $-$ at cost $^{40}$
Opening balance	11,784	12,756	900	900
Disposals Currency translation differences	(8,785) (22)	(972)	$\overline{a}$
Closing balance	2,977	11,784	900	900
Buildings, freehold - at cost or
Opening balance Additions	50,525 163	53,982	2.200	2.200
Disposals	(42,012)	863 $\cdots$	З ÷
Transfers	(831)	$\cdots$	۳
Currency translation differences	(468)	(4,320)	$\overline{\phantom{0}}$
Closing balance	7,377	50,525	2,203	2,200
Buildings, leasehold - at cost or
Opening balance	6,315	6.472
Additions	351	370	L,
Transfers Currency translation differences	87 395	$\ddotsc$ (527)	۳ $\overline{\phantom{0}}$
Closing balance	7,148	6,315	÷	ă.
Accumulated depreciation Opening balance	7,535	5,835	668	580
Depreciation for the year	1,244	2.325	88	88
Disposals	(3,524)	$\cdots$	۳	$\ddot{\phantom{a}}$
Transfers Currency translation differences	(29) 213	$\cdots$ (625)	۳ $\overline{a}$
Closing balance	5,439	7,535	756	668
Net book value of land and buildings	12,063	61,089	2,347	2.432

		Consolidated		Posted entity
	2008 8009	2003 \$3060	2394 \$280	2003 \$300
Plant and Equipment - at cost
Opening balance Acquisitions through subsidiaries and	110,065	98.621	1,007	675
businesses acquired	2,329	7.404
Additions	14,759	12,189	$\equiv$	332
Disposals	(985)	(3.031)	(73)
Transfers	863	(869)	$\overline{a}$
Currency translation differences	1,748	(4.249)	$\overline{\phantom{000000000000000000000000000000000000$
Closing balance	128,779	110,065	934	1,007
Accumulated depreciation
Opening balance	70,583	57,801	501	283
Depreciation for the year	17,221	18,702	281	218
Disposals	(855)	(2,318)	(31)
Transfers Currency translation differences	596 1,695	(700) (2,902)	$\equiv$ $\overline{\phantom{a}}$
Closing balance	89,240	70,583	751	501
Net book value of plant and equipment	39,539	39,482	183	506
Fixtures and fittings - at cost
Opening balance Acquisitions through subsidiaries and	23,956	25,534	1,349	1,340
businesses acquired	1,378	$\ddot{\phantom{a}}$		ä.
Additions	3.148	972		9
Disposals	(3, 197)	(618)
Transfers	776	(672)	L,
Currency translation differences	405	(1,260)	$\equiv$
Closing balance	26,466	23,956	1,349	1,349
Accumulated depreciation
Opening balance	10,739	8,263	878	734
Depreciation for the year	3,627	3,789	348 $\equiv$	144
Disposals Transfers	(2,774) 761	(382) (265)	$\overline{\phantom{0}}$
Currency translation differences	389	(666)	$\equiv$
Closing balance	12,742	10,739	1,226	878
Net book value of fixtures and fittings	13,724	13,217	123	471
Motor vehicles - at cost
Opening balance	666	679	75.	46
Acquisitions through subsidiaries and businesses
acquired	25	$\cdots$
Additions	41	36		29
Disposals	(144)	ă.	÷	ă,
Currency translation differences	7	(49)	$\overline{\phantom{a}}$
Closing balance	595	666	75	75

FOR THE YEAR ENDED 30 JUNE 2004

	Consolidated			Parent entity
	2004 \$900	2003 \$600	2005 \$000	2003 \$000
10. PROPERTY, PLANT AND EQUIPMENT (cont())
Accumulated depreciation
Opening balance	460	425	44	41
Depreciation for the year	65	78	5	З
Disposafs	(128)		÷,	ä,
Currency translation differences	3	(43)	$\equiv$	$\cdots$
Closing balance	400	460	49	44
Net book value of motor vehicles	195	206	26	31
Leased plant and equipment - at cost
Opening balance	8,968	7.245	2,706	3.025
Acquisitions through subsidiaries and
businesses acquired	11,248
Additions	2,119	759
Disposafs	(2,851)		(2,706)	(32)
Transfers		1,541
Transfer to owned assets on expiry of lease Currency translation differences	(895) 1,237	(287) (290)	$\equiv$ ÷,	(287)
Closing balance		8,968	$\equiv$	2.706
	19,826
Accumulated amortisation
Opening balance	5,267	3,445	2,078	1.852
Amortisation for the year	4,478	1,193	275	513
Disposafs	(2, 415)		(2, 353)
Transfers		965
Transfer to owned assets on expiry of lease Currency translation differences	(169) 1,036	(287) (49)	÷, ÷	(287)
			$\equiv$
Closing balance	8,197	5,267 3,701	$\overline{a}$	2,078 628
Net book value of leased plant and equipment.	11,629
Leasehold improvements - at cost
Opening balance	21,572	21,208	105	105
Acquisitions through subsidiaries and
businesses acquired	2,105
Additions	797	2.743	÷
Disposals Currency translation differences	(96) 121	(401) (1,978)	۳
Closing balance	24,499	21,572	105	105
Accumulated amortisation
Opening balance	5,648	3,770	79	63
Amortisation for the year	3,342	2,905	7	16
Disposals Currency translation differences	13 259	(209) (818)	L, $\equiv$	ă, ä,
				79
Closing balance	9,262	5,648 15,924	86 19	26
Net book value of leaschold improvements	15,237
Total property, plant and equipment	92,387	133,619	2,698	4.094

(a) The directors consider that on an existing use basis at 30 June 2004 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.

		Corocridatee	Parish entity
	2008 8009	2003 \$3060	2094 \$2890	2003 \$300
11. TAX ASSETS
Current
Refunds receivable	3,493	941	2,093	ò.
	3,493	941	2,093	$\cdots$
Non-current Future income tax benefit
- Attributable to carry forward tax losses	13,668	13,854
- Attributable to timing differences	7.250	33.321	1,632	10,579
	20,918	47.175	1,632	10,579
12. INTANGIBLES - GOODWILL
Goodwill -- at cost	833,599	532,359
Less: Accumulated amortisation	(134, 696)	(100, 857)
	698,903	431.502	-
13.0THER
Other (including pension asset - Rong Kong)	4,874	4.432		144
	4,874	4.432	-	144
14. PAYABLES
Current
Trade creditors - unsecured Trade creditors - intercompany	19,628	5.711	303 2,518	131 2.048
Tax related payables - intercompany			$\overline{\phantom{m}}$	3,369
GST/VAT payable	4,523	5,434	$\overline{\phantom{0}}$
Employee entitlements (refer note 21)	9.253	9,152	211	410
Other loans - unsecured, non-interest bearing	1,172	1,000	$\overline{\phantom{000000000000000000000000000000000000$	1,000
Broker client deposits (refer note 7)	50,745	35,987
Other creditors and accruais	118,422	53,760	1,117	781
	203,743	111.044	4,149	7,739
Non-current
Other creditors	331
	331			$\ddot{\phantom{a}}$

FOR THE YEAR ENDED 30 JUNE 2004

		Conselvated	Parent entity
	2004 \$900	2003 \$600	2006 8,000	2003 \$000
15. INTEREST BEARING LIABILITIES
Current Bank loans (iii)	1,452	2.747
Revolving multi-currency facility (i)	91.197	$\cdots$		1111
Lease Liability - secured (note 23b), (ii)	6.175	2,817		598
Other			367	$\cdots$
	98,824	5.564	367	598
Non-current
Bank loans (iii)	529	2,357
Revolving multi-currency facility (i)	208,295	129.793		1111
Loans from controfled entities -- unsecured			65,301	62.678
Lease liability -- secured (note 23b), (ii)	4,427	773		$\cdots$
	213,251	132,923	65,301	62.678

(i) The consolidated entity maintains two revolving multi-currency facilities. The first revolving multi-currency facility is for \$180,000,000 and reduces to \$60,000,000 on 30 June 2005. This facility was drawn to Australian dollar equivalent of \$151,197,765 at 30 June 2004. The second revolving multi-currency facility is \$180,000,000. and terminates on 3 July 2006. This facility was drawn to Australian dollar equivalent of \$148,295,149 at 30 June 2004. These facilities are subject to negative pledge agreements which impose certain covenants upon the consolidated entity.

• (ii) The lease liability is secured directly against the assets to which the leases relate.
• (iii) In the prior year, bank loans were drawn by Computershare Services (SA) (Pty) Ltd. This loan has been fully repaid in the current year. Bank loans represent borrowings by Pepper Technologies AG and these have been repaid in full subsequent to year end.

(iv) The consolidated entity maintains bank overdraft facilities of \$1,577,000. These facilities were drawn down to \$1,114,000 at 30 June 2004.

(v) The consolidated entity maintains an uncommitted facility of \$70,755,000 at 30 June 2004. The uncommitted facility has been arranged to enable the consolidated entity to offer deferred financing of options as part of the employee plans business in the UK. Last year the facility was \$66,898,000.

		Corocridatee		Parisht extity
	2008 \$009	2003 \$0,00	2094 \$2,500	2003 \$300
16. TAX LIABILITIES
Current Provision for income tax	2,341	5,876		9,769
	2,341	5,876		9,769
Non-current Provision for deferred income tax on timing differences	9,427	15,568	220	114
	9,427	15,568	220	114
17. PROVISIONS
Current
Dividend - reset preference shares	535	678	535	678
Loss on early termination of lease	688	3,237
Future services	3,037	3,253
Restructuring	18,897	11,814
Other	9,410	5,305	6,000	$\cdots$
	32,567	24,287	6,535	678

MOVEMENT IN PROVISIONS

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

	Disslerie -- Resec preference. 318199	Bestructarine	3.088-691-early termination of lesse	fickare. Services	Other
	\$000	\$000	\$9,00	\$330	9380
CONSOLIDATED - 2004
Carrying amount at start of year. Additional provisions recognised (a) Payments/other sacrifices of economic benefits Reversals	678 7.312 (7.455) 1111	11.814 24.967 (18.396) 1111	3.237 217 (2, 285) (372)	3.253 1.350. (1.741)	5.305 9.298 (1.601) (4, 127)
Exchange rate impacts on opening balance.		512	(109)	175	535
Carrying amount at end of year	535	18.897	688	3.037	9.410

(a) The additional restructuring provision recognised during 2004 relates to the provision for restructuring costs associated with the acquisitions of the Georgeson Shareholder Communications Group and Transcentive Inc.

PARENT ENTITY - 2004

Carrying amount at start of year	678	$\cdots$	$\cdots$	$\cdots$
Additional provisions recognised	7.312	$\cdots$	$\cdots$	$\cdots$	7.601
Payments/other sacrifices of economic benefits	7.455	$\cdots$	$\cdots$	$\cdots$	1.601)
Carrying amount at end of year	535	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	-	6.000

FOR THE YEAR ENDED 30 JUNE 2004

17. PROVISIONS (cont'd)

	Conseletated		Parent entity
	2004 \$900	2003 \$600	2004 \$000	2033 \$0.00
Non-Current
Employee entitlements (refer note 21) Other	4,998 1,894	5,177	236	290
	6,892	5,177	236	290
MOVEMENT IN PROVISIONS
Movements in each class of non-current provision during the financial year, other than employee benefits, are set out below.
	Otter \$600
CONSOLIDATED - 2004
Carrying amount at start of year
Additional provisions recognised	1,894
Payments/other sacrifices of economic benefits Reversals	$\cdots$
Exchange rate impacts on opening balance
Carrying amount at end of year	1,894
	2004	Conseletated 2603	2004	Parent entity 2003
	\$900	\$600	\$000	\$000
18. OTHER LIABILITIES
Current
Deferred settlement on acquisition of entity	11,715	2.569
	11,715	2.569	÷	ä.
Non-Current
Lease inducements (a)	3,127	2.991
	3,127	2.991	$\overline{\phantom{a}}$	$\ddot{\phantom{a}}$

(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 experises over the term of the lease.

		Conseridateo	Parent entity
19. CONTRIBUTED EQUITY	2008	2003	2094	2003.
	3000	SO(3)	\$2,500	9390
Ordinary shares (b)	338.987	324.881	338,480	324.375
Reset preference shares (a)	114.432	147.195	114.432	147.195
Total contributed equity (b)	453.419	472.076	452.912	471.570

(a) Reset preference shares represent 1.184.807 (2003: 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 2001.

The shares earn a preferential non-cumulative dividend fixed for the first five years of 5.5% per annum payable semisnnuslly 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.

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. Following a decision by the directors of the company to cause the reset preference shares to be converted to ordinary shares on 30 September 2004, a reset preference share dividend of \$1.8384 per share franked at 30% in respect of the period 1 June 2004 to 30 September 2004 will be paid on 30 September 2004.

Dividends on reset preference shares will be paid in priority to any dividends declared on ordinary shares. In a winding up, reset preference shares will rank 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 numbers of ordinary shares to be issued on conversion will be adjusted for rights issues, off-market buy-backs, capital distributions, bonus issues and capital reconstructions where appropriate.

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.

FOR THE YEAR ENDED 30 JUNE 2004

1. CONTRIBUTED EQUITY (contd)

				Corpolidated		Parent entity
			2004 \$900	2003 \$900	2004 \$000	2003 \$000
Movements in ordinary shares for the last two years
Opening balance: 540,340,727 ordinary shares
(1 July 2002: 554,278,613)			324,881	361,693	324,375	361.187
issued during the year
Oste	Nicober of please	Price per phare
As a result of the exercise of employee options:
July 2002	48.000	\$0.9830	-	47	-	47
August 2002	120,000	\$0.4780		57		57
September 2002	24,000	\$0.9830	$\overline{\phantom{0}}$	24	۰	24
September 2002	95,000	\$1.7580	$\equiv$	167	$\overline{\phantom{0}}$	167
September 2002	400,000	\$0.9030	$\overline{\phantom{0}}$	361	$\overline{\phantom{0}}$	361
October 2002	10,000	\$0.9830	$\overline{\phantom{0}}$	10	$\overline{\phantom{a}}$	10
December 2002	265,000	\$0.9830	$\overline{a}$	260	$\overline{a}$	260
December 2002	50,000	\$1.7580		88	L,	88
January 2003	49,000	\$0.9830		48	۳	48
April 2003	40,000	\$1.3930		56	L.	56
June 2003	80,000	\$1.4380	÷	115	۳	115
June 2003	120,000	\$1.3680	÷,	164	$\qquad \qquad -$	164
June 2003	80,000	\$1.7580	÷	141	÷	141
July 2003	48,000	\$1,3700	67	$\ddot{\phantom{a}}$	67	$\ddot{\phantom{a}}$
July 2003	120,000	\$1.3700	164	$\ddot{\phantom{a}}$	164	$\ddot{\phantom{a}}$
August 2003	60,000	\$1.3930	84	$\ddot{\phantom{a}}$	84	$\ddot{\phantom{a}}$
September 2003	72,000	\$1.76	127	$\ddot{\phantom{a}}$	127	ä,
September 2003	130,000	\$1.76	229	$\cdots$	229	$\ddot{\phantom{a}}$
September 2003	20,000	\$2.2300	45	$\ddot{\phantom{a}}$	45	$\ddot{\phantom{a}}$
October 2003	10,000	\$2.2300	22		22
October 2003	20,000	\$1.7600	35		35
October 2003	3,000	\$1.7600	5		5	$\ddot{\phantom{a}}$
October 2003	20,000	\$1.7600	35		35	$\ddot{\phantom{a}}$
December 2003	42,000	\$2.2300	94		94
April 2004	10,000	\$2.7700	28	$\cdots$	28
As a result of purchases under the employee share plan:
June 2002	832,502	S	$\overline{\phantom{0}}$
December 2003	1,500,000	S $\ddot{\phantom{a}}$	$\overline{\phantom{0}}$		$\overline{a}$
June 2004	426,546	Š.			۳
Other issues:
Exercise of options issued to CitiGraugh
August 2003	548.271	S
lssued as part of the consideration paid for acquisitions:
December 2003	7,000,000	\$3.1800	22,260		22,260
Матch 2003	2,137,083	\$3.3000	7,052		7,052	$\ddot{\phantom{a}}$

				Coreolidated		Parent entay
Олю	Nomber of shows	Price per pliare	2004 5000	2003 9300	2004 3003	2003 類態
	Existing shares allocated as part of consideration paid for acquisitions:
December 2003		\$3.1800	136		136
February 2004		\$3.3550	335		335
March 2004		\$3.3000	3,177		3,177
June 2004		\$3.2240	322		322
	Monies not received until shortly after balance date:
30 June 2003	3.391.114	S
Steire buy-back the buy-back announcement.	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			(38, 350)		(38, 350)
	Between 10 June and 30 June 2004 the company bought back 6,262,524 ordinary shares at an average cost of \$3.21. The shares bought back represent $1.13\%$ of issued ordinary shares at the date of the buy-back announcement. Of these shares, 512,524 did not settle until after the balance sheet date.		(20, 103)		(20, 103)
	Transaction costs incurred in relation to the share buy-back		(8)		(8)
(30 June 2003: 540,340,727)	Closing balance: 546,757,627 ordinary shares		338,987	324.881	338,481	324,375
	Movements in preference shares for the last two years
Opening balance: 1,500,000 shares (1 July 2002: 1,500,000)			147,195	147,195	147,195	147,195
Issued during the year
Date	辣道的窗 of shares	Price per chare
	As a result of the preference share buy-back:
January 2004	(12,357)	\$101.23	(1,253)		(1,253)
February 2004	(133, 171)	\$103.02	(13,829)		(13, 829)
March 2004	(38,590)	\$103.62	(4,000)		(4,000)
April 2004	(90, 539)	\$104.20	(9,430)		(9,430)
May 2004	(21, 285)	\$105.16	${2,240}$		(2, 240)
June 2004	(19.251)	\$102.41	${1,975}$		(1,975)
	Transaction costs incurred in relation to the share buy-back		(36)		(36)
	Closing balance: 1,184,807 preference shares		114,432	147,195	114,432	147,195
(30 June 2003: 1,500,000)

FOR THE YEAR ENDED 30 JUNE 2004

19. CONTRIBUTED EQUITY (contd)

Preference share buy-back

On 19 December 2003 Computershare announced its intention to buy-back up to 17% (250,000) of the reset preference shares. This buy-back commenced in 5 January 2004 as part the Group's of on-going capital management. On 19 March 2004 Computershare announced a change relating to this buy-back in that the maximum number of shares that Computershare intended to buy-back was increased to 750,000.

Between 5 January 2004 and 30 June 2004 the company bought back 315,193 preference shares at an average cost per share of \$103.83 with prices ranging from \$100.40 to \$105.53. The shares bought back represent 21% of issued preference shares at the date of the balance sheet date. The total cost of \$32,763,243, including transaction costs, was deducted from preference shareholder equity.

Between 1 July 2004 and 13 September 2004 the company bought back 183,478 preference shares at an average cost per share of \$103.71. The shares bought back represent 15% of issued preference shares at the balance sheet date.

Following a decision by the directors of the company to cause the reset preference shares to be converted to ordinary shares on 30 September, a reset preference share dividend of \$1.8384 per share franked at 30% in respect of the period 1 June 2004 to 30 September 2004 will be paid on 30 September 2004.

Ordinary share buy-back

On 26 May 2004 Computershare announced its intention to buy back up to 27,500,000 ordinary shares commencing 10 June 2004 as part of on-going capital management. Between 1 July 2004 and 13 September 2004 the company bought back 9,707,476 ordinary shares at an average cost per share of \$3.16. The shares bought back represent 1.78% of issued ordinary shares at the balance sheet date.

Options over ordinary shares

Employee aptions

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 Oste	Expay Dete	fixercos Price	Nunsber Car Issue 30/66/03	Nuarber issued flas year	Nacidosi Exercised ftas yesi	Number Concelled Did year	Number Op Isbae 30/06/04
09 Sep 1998	08 Aug 2003	\$1.368	168,000		(168.000)
14 Sep 1998	13 Aug 2003	\$1.393	72,000		(60,000)	(12,000)
16 Nov 1998	15 Oct 2003	\$1.758	245,000		(245,000)
01 Feb 1999	31 Dec 2003	\$2.233	72,000		(72,000)			В
26 Apr 1999	25 Mar 2004	\$3.083	773,188			(773,188)		В
01 Jul 1999	30 May 2004	\$3.500	122,000			(122,000)		В
01 Jul 1999	30 May 2004	\$4.420	132,000			(132,000)		В
01 Jul 1999	30 May 2004	\$4.500	200,000			(200,000)	$\ddotsc$	В
10 Dec 1999	09 Nov 2004	\$6.650	80,000			(80,000)		B
11 Feb 2000	10 Jan 2005	\$6.830	3,208,750	$\cdots$		(271,700)	2,937,050	A, B
07 Apr 2000	06 Mar 2005	\$7,100	904,000			(41,000)	863,000	A, B
09 Jun 2000	08 May 2005	\$6.910	119.250		$\cdots$	(3,000)	116,250	A, B
12 Jun 2000	11 Jun 2005	\$6.910	30,000			(30,000)		B
02 Jul 2000	01 Jun 2005	\$7,950	36,000	$\cdots$		(15,000)	21,000	A, B
01 Aug 2000	01 Jul 2005	\$7,920	20,000	$\cdots$	$\cdots$	÷.	20,000	A, B
15 Aug 2000	14 Jul 2005	\$7,850	279,000	$\cdots$	$\cdots$	(55,000)	224,000	A, B
08 Sep 2000	07 Aug 2005	\$8.000	1,030,500	$\cdots$	$\cdots$	(55,000)	975,500	A, B
15 Dec 2000	14 Nov 2005	\$8.000	67,000			(32,000)	35,000	A, B
25 Sep 2000	24 Aug 2005	\$7.970	99,000		$\cdots$		99,000	A, B
29 Dec 2000	28 Nov 2005	\$9.186	68,200			$\cdots$	68,200	A, B
21 Feb 2001	20 Jan 2006	\$5.820	42,653		$\cdots$	(28,700)	13,953	A, B
26 Feb 2001	25 Jan 2006	\$7,400	58,000		$\cdots$		58,000	A. B
27 Apr 2001	26 Mar 2006	\$6,690	22,000			(4,000)	18,000	A, B
01 Jul 2001	31 May 2006	\$7.350	467,000				467,000	A, B
01 Jul 2001	31 May 2006	\$5,950	995,500			(93,000)	902,500	A, B
02 Jul 2001	01 Jun 2006	\$5.940	93,500	$\cdots$		(3,000)	92,500	A, B
02 Jul 2001	01 Jun 2006 01 Jun 2006	\$7.350	84,000	$\cdots$		(10,000)	74,000	A, B A.B
02 Jul 2001 31 Jul 2001	30 Jun 2006	\$5.950 S6.150	3,431,000 51,250			(340, 250) (7,000)	3,090,750 44,250	A, B
06 Мат 2002	05 Feb 2007	\$2.770	1,984,100			(113,000)	1,871,100	B
06 Mar 2002 10 Apr 2002	05 Feb 2007 09 Mar 2007	\$2.520 \$2.520	110,000 182,000	$\cdots$	$\cdots$	(50,000) (24,000)	60,000 158,000	В В
27 May 2002	26 Apr 2007	\$2,550	100,000	$\cdots$	$\cdots$ $\cdots$		100,000	B
Total			15,346,891	$\overline{\phantom{0}}$	(545,000)	(2,492,838)	12,309,053

Options in the above table that were not included in potential ordinary shares for the purposes of the 30 June 2004 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 2004 was \$3.18 (2003: \$1.87).

No options have been issued since year end.

Notes to the Financial Statements (cont'd) FOR THE YEAR ENDED 30 JUNE 2004

19. CONTRIBUTED EQUITY (contd)

The following options have been cancelled after year end and before the date of this report: $\mathbf{r}$ . The same

Exercise date	Examplea Evide	INFORMATION of coticas. cancelled
5 July 2004	\$7.10	133.750
5 July 2004	\$ 6.91	3.000
5 July 2004	\$8.00	3.500
5 July 2004	\$5.95	35,000
5 July 2004	\$6.15	4.750
5 July 2004	\$2.77	8.000
5 July 2004	\$ 2.52	14.000
3 August 2004	\$8.00	1.000
3 August 2004	\$5.95	7.000
3 August 2004	\$5.95	11.000
1 September 2004	\$5.95	3.000
1 September 2004	\$5.95	8.000

Cancellation of options have resulted from employee resignations.

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

Citibank options

On 28 August 2002, Computershare provided CitiGroup Global Investments with 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. As at 30 June 2004, 1,500,000 options remain over 1,500,000 unissued ordinary shares at an exercise price of \$1.83.

	Consolidated		Parent entity.
	2004 \$900	2003 \$608	2004 \$008	2003 \$005
20. RESERVES
Capital redemption reserve Asset revaluation reserve	3 542	3 542	3 542	З 542
Foreign currency translation reserve	(28,344)	(18, 452)
	(27, 799)	(17.907)	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 Transfation of overseas subsidiaries (a)	(18, 452) (9,892)	5,869 (24, 321)
Closing balance	(28.344)	(18.452)

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

21. EMPLOYEE BENEFITS

(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. Please refer to note 19 for a summary of options granted, exercised and issued to employees during the current financial year.

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 ended 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 1 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.

	2004 \$000	Ordenary shared 2033 2394 \$000 \$2350		Options: 2003 \$300
Total number aflocated to employees during the current financial year	10.119.516	4.739.670
Total number allocated to employees since commencement of the scheme	15,843,750	5.724.234	41.540.427	41,540,427
Total number of employees eligible to participate in the scheme.	4.645	4.007	7.995	5.029
Proceeds received and receivable from share issues or option conversions during the year (\$000).		111	934	1,539
Fair value of shares issued through the employee share plan (\$000) (i)	32.230	7.025		1111

(i) Fair value for newly issued shares is determined by the closing price at the end of the day's trading on the Australian Stock Exchange and includes employee shares issued as a result of acquisition activity in the current year.

.
Purchase entitlements not taken up by employees are forfeited. Accordingly no shares or options remain available at balance date for purchase.

	Conceidatee		Christil extity
	2004 \$000	2032 SO(3)	2394 \$2,500	2003 \$300
(b) Employee benefits recognised
Aggregate employee entitlement lisbility
(Refer note 17 and note 14)	20.251	14.329	447	700

(c) Number of employees

The number of full time equivalent employees as at the end of the financial year was 7,995 (2003: 5,029).

FOR THE YEAR ENDED 30 JUNE 2004

22. FOREIGN CURRENCY EXPOSURE

	Conseletated			Parent entity
	2004 \$900	2003 \$600	2004 \$000	2003 \$009
Current assets
Amounts receivable in foreign currency which are not
effectively hedged: - Cariadian Dollars		29,368	7.337	1,302
-- Euros	11,385	3,459	$\cdots$
- Hong Kong Dollars	8,430	5,276	203
- New Zealand Dollars	1,737	1,633	$\cdots$
- Philippines Peso		46	$\cdots$
- Pounds Sterling	$\cdots$	35,904	9,501	$\ddot{\phantom{a}}$
- South African Rand	6,234	6,104	2,262	$\ddot{\phantom{a}}$
- United States Dollars	22.085	21.958	$\cdots$	402
- Singapore Dollars	72	$\cdots$	$\sim$	$\ddot{\phantom{a}}$
Current liabilities
Amounts payable in foreign currency which are not
effectively hedged:
- Canadian Dollars	37.159	$\cdots$
- Philippines Peso	215	93
-- Pounds Sterling	19,882	25.178
-- South African Rand	$\cdots$	4.222	$\cdots$
- United States Dollars	$\cdots$		2.385	2.030
- Indian Rupees	249
Non-current assets
Amounts receivable in foreign currency which are
not effectively hedged:
- Canadían Dollars		617
- Hong Kong Dollars			1.846	3.634
– Euros	14
- New Zealand Dollars	1,805			1.077
- Philippines Peso				810
- Pounds Sterling				43,983
- South African Rand				1,353
- United States Dollars		151	$\cdots$	$\ddot{\phantom{a}}$
Non-current liabilities
Amounts payable in foreign currency which are
not effectively hedged:
- Canadían Dollars	25,471	50,942
- Hong Kong Dollars			21.230	14.392
-- Euros	$\ddot{\phantom{a}}$	$\cdots$	594
– New Zeafand Dollars		$\cdots$	2,637
- Pounds Sterling	35,377	45,837	13,099
- South African Rand	$\ddotsc$	2,357
- United States Dollars	163,228	31,587	$\cdots$

The Australian dollar equivalents of foreign currency monetary items included in the Statement 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 currency denominated items.

23. COMMITMENTS

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 defined contribution funds as follows:-

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

Category 2 Staff (statutory employer contributions of 9%, 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 Zeafand entities -- voluntary employee contributions with matching employer contribution up to 6% of employees' base salaries

Hong Kong -- between 5% and 10% of employees' base salary dependent upon years of service

India - 12% of employees' gross salaries

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 2004 and the financial report of the fund for the year ended 31 December 2003 is set out as follows:

	Casecterintes 8008
Computershare Hong Kong Investor Services Limited - Staff Retirement Plan
Actuarial valuation of plan assets at 1 January 2004 Actuarial valuation of aggregate past services fiability	17.358
at 1 January 2004	14.682
Net surplus Actuarial valuation of vested liability at 1 January 2004	2.676 13.948

FOR THE YEAR ENDED 30 JUNE 2004

23. COMMITMENTS (cont8)

Karvy Computershare Private Limited maintained a defined benefit superannuation scherne which provides benefits to 734 employees.

Actuarial valuation of plan assets is provided by the Life Insurance Corporation, which maintains the fund. The fund managers are not required to provide separate information on actuarial valuation of vested liability in India.

with the action

	уран аваны анала 9330
Karvy Computershare Private Limited -- Staff Retirement Plan
Actuarial valuation of plan assets at 30 June 2004 Actuarial valuation of aggregate past services liability at 30 June 2004	201 (226)
Net deficit	(25)
Actuarial valuation of vested liability at 30 June 2004	226
		Corpolidatea		Porent endity
	2004 \$600	2003 \$600	2004 \$000	2003 \$000
(b) Finance lease commitments
Finance lease commitments are payable as follows:
Not later than 1 year	5,328	1.767		617
Later than 1 year but not later than 5 years.	5.904	2.216
Total commitments	11,232	3.983	-	617
Less: Future finance charges
Not later than 1 year	(432) (198)	(169) (224)		(19)
Later than 1 year but not later than 5 years.
Total future finance charges	(630)	(393)	-	(19)
Net finance lease liability	10,602	3.590		598
Reconciled to:
Current liability (note 15)	6.175	2.817		598
Non-current liability (note 15)	4,427	773
	10,602	3.590		598

Finance feases 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.

(c) Operating lease commitments Operating lease rentals are payable as follows: 44,950 30,924 2,353 2,303 Not later than 1 year. Later than 1 year but not later than 5 years 161,107 94,977 9,917 8,466 Later than 5 years 74,984 64,433 881 3,790 281,041 190,334 13,151 14,559

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.

24. DETAILS OF CONTROLLED ENTITIES

The financial years of all controlled entities is 30 June except for Computershare Canada Inc and its subsidiaries; Computershare Hong Kong Investor Services Limited and its subsidiary; Pepper Technology AG and its subsidiaries; Transcentive Inc. and Computershare GmbH is the same as that of the parent entity. Canadian entities, Hong Kong entities, Pepper Technology AG entities, Transcentive Inc. and Computershare GmbH currently have a 31 December year end.

The consolidated financial statements as at 30 June 2004 include the following controlled entities:

			Percentage of shares held
Kerne of controlled entity	Page of incorporation		30/66/2004	30/06/2003
			%	Ŵ.
Computershare Limited	Australia	(2)	$\overline{a}$	$\cdots$
ACN 080 903 957 Pty Ltd	Australia	(2)	100	100
ACN 082 103 295 Pty Ltd	Australia	(7)	$\equiv$	100
ACN 082 134 503 Pty Ltd	Australia	(7)	۳	100
ACN 088 820 633 Pty Ltd	Australia	(7)	$\overline{a}$	100
CDS International Limited	Australia	(4)	100	100
Computershare Document Services Limited	Australia	(4)	100	100
Głobal eDelivery Group Pty Ltd (previously known as
ACN 082 284 875 Pty Ltd and TPG)	Australia	(3)	100	$\cdots$
ACN 081 035 752 Pty Ltd	Australia	(2)	100	100
Computershare Technology Services (Philippines) Inc.
(prev. Computershare Systems (Philippines) Inc.	Philippines	(3)	100	100
Karvy Computershare Private Limited	India	(1)(10)	50	$\ddotsc$
Computershare Horig Kong Investor Services Limited	Hong Kong	(3)	76	76
Hong Kong Registrars Limited	Horig Kong	(3)	76	76
Computershare Finance Company Pty Etd	Australia	(4)	100	100
Computershare US General Partnership	United States
	of America	(1)	100
Georgeson Shareholder Communications Inc.	United States
	of America	(3)	100
Georgeson Shareholder Communications Canada Inc.	Canada	(3)	100
GSC Shareholder Services Inc.	Canada	(3)
Georgeson Shareholder Communications Ltd (UK)	United Kingdom	(1)	100
Georgeson Shareholder Communications
(France) SAS	France	(1)	100
Georgeson Shareholder Communications
South Africa Pty Ltd	South Africa	(1)	60
GSC Registrars (Pty) Ltd	South Africa	(3)	60
GS Nominees (Pty) Etd	South Africa	(3)	60
Georgeson Shareholder Securities Limited (UK)	United Kingdom	(3)	100
Shareholder Investments Research Ltd (UK)	United Kingdom	(3)	100
Shareholder investments Research (#1) Ltd (UK)	United Kingdom	(3)	100
Shareholder Investments Research (#2) Ltd (UK)	United Kingdom	(1)	100
Georgeson International Inc.	United States
	of America	(3)	100
Georgeson and Company Inc.	United States
	of America	(3)	100
GSC Proxitatia S.p.A	能aiy	(3)(30)	46
Proxitatis S.p.A	itaiy	(3)(30)	46
GS Proxiberica Si	ltaiv	(1)(10)	46
Georgeson Shareholder Securities Corporation	United States
	of America	(3)	100
Georgeson Shareholder Communications Australia Pty Ltd	Australia	(1)(9)	100
Source One Communications Australia Pty Ltd	Australia	(1)(9)	100
Corporate Investors Communications Inc.	United States
	of America	(3)	100

Notes to the Financial Statements (cont'd) FOR THE YEAR ENDED 30 JUNE 2004

24. DETAILS OF CONTROLLED ENTITIES (contd)

			Percentage of shares held
Naire of controlled entity	Place of incorporation		30:06:2004	30/06/2003
			$\psi_L$	$\mathcal{G}_2$
Source One Communications Inc.	United States
	of America	$\langle 1 \rangle$	100
Source One Communications Asia Inc. (Philippines)	Philippines	$\langle 1 \rangle$	57.5
Source One Communications Limited (UK)	United Kingdom	${1}$	100
Alpine Fiduciary Services Inc.	United States
	of America	(1)	100
Georgeson Shareholder Asia Inc. (Philippines ROHQ).	Philippines	${1}$	100
Computershare Inc.	United States
	of America	${1}$	100	100.
Computershare Technology Services Inc.	United States
	of America	${1}$	100	100
Computershare Trust Company of New York Inc.	United States
	of America	$\langle 1 \rangle$	100	100
Computershare Financial Services Inc.	United States
	of America	(1)	100	100
Computershare Investor Services LLC	United States
	of America	(1)	100	100
Computershare Trust Company Inc.	United States
	of Americaa	${1}$	100	100
Computershare Analytics (North America) Inc.	United States
Computershare Document Services Inc.	of America United States	${1}$	100	100
	of America	$\langle 1 \rangle$	100	100
Computershare Securities Corporation Inc.	United States
	of America	$\langle 1 \rangle$	100	100
Transcentive Inc.	United States
	of America	${1}$	100
Computershare Investments (UK) (No.2) Limited	United Kingdom		100	100
Computershare Canada Inc.	Cariada	${1}$	100	100
Computershare Trust Company of Canada	Canada	${1}$	100	100
Computershare Investor Services Inc.	Canada	${1}$	100	100
Computershare Finance LLC	United States
	of America	(1)	100	100
ACN 005 273 647 Pty Ltd	Australia	(2)(6)(7)	$\sim$	100
Computershare Registry Services (PNG) Pty Ltd Financial Markets Software Consultants Pty Ltd	Papua New Guinea Australia	$\langle 1 \rangle$ (3)	100 100	100 100
Computershare Analytics Pty Ltd	Australia	$\langle 4 \rangle$	100	100
Obadele Pty Etd Computershare Clearing Pty Etd	Australia Australia	$\langle 5 \rangle$ $\langle 2 \rangle$	100 100	100 100
Computershare Depositary Pty Etd.	Australia	$\langle 4 \rangle$	100	100
Computershare Technology Services Pty Etd	Australia	(3)	100	100
Registrars Holdings Pty Ltd	Australia	$\langle 2 \rangle$	100	100
Computershare Investor Services Pty Ltd	Australia	$\langle 2 \rangle$	100	100
CRS Custodian Pty Ltd	Australia	43)	100	100
Computershare Plan Managers Pty Ltd	Australia	$\langle 4 \rangle$	100	100
Computershare Plan Co Pty Ltd	Australia	(5)	100	100
CIS Debt Securities Pty Ltd	Australia	$\langle 5 \rangle$	100	100
CPU Share Plans Pty Ltd	Australia		100	100
CIS (WA) Pty Ltd	Australia	(5)(6)(7)	$\overline{a}$	ä,
Global Register (Australia) Pty Ltd	Australia	(3)(6)(7)	$\overline{\phantom{0}}$	$\cdots$
Sepon (Australia) Pty Ltd	Australia	$\langle 2 \rangle$	100	100

				Percentage of stores bald
l∜æne of contre⁄lee entity	Pace of incorporation		30/66/2004	30/06/2003
			$\%$	ę.
Computershare Limited	United Kingdom	(3)	100	100
Computershare Investments (UK) Limited	United Kingdom	(3)	100	100
Computershare GmbH (previously Deutsche Börse	Germany	(8)	100	49
Computershare GmbH)
Pepper Technologies AG	Germany	(8)	100	26.7
Computershare Pepper SRM GmbH	Germany	781	100	26.7
Shares and More Verwaltungs GrnbH	Germany	(8)	100	26.7
iBrain Technology Group AG	Germany	(8)	100	26.7
Computershare Pepper SRM Ltd	United Kirigdom	(8)	100	26.7
Pepper Technologies PTE.Etd	Singapore	(8)	100	26.7
ComputersharePepper SRM Australia Pty Ltd	Australia	(8)	100	26.7
ComputersharePepper SRM North America	UnitedStates
	of Arnerical	(8)	100	26.7
Computershare Technology Services (UK) Etd	United Kinadom	73)	100	100
Computershare Trustees Limited	United Kingdom	(1)	100	100
Computershare Registry Services Limited	United Kinadom	73)	100	100
Citywatch Limited	United Kingdom	(1)	100	100
Hlulumiti Limited	United Kingdom	(1)	100	100
Computershare Analytics (UK) Limited	United Kingdom	(3)	100	100
Computershare Analytics SARL	France	(1)	100	100
Computershare Investor Services PLC	United Kingdom	(1)	100	100
Shareholder Solutions Limited (prev. Exchange
Registrars Limited)	United Kingdom	(3)	100	100
Computershare Document Services Limited.	United Kingdom	(1)	100	100
Computershare Company Nominees Limited	Scotland	(1)	100	100
Computershare PEP Nominees Limited	Scotland	(1)	100	100
Computershare Services Nominees Limited	Scotland	(3)	100	100
Computershare Investments (UK) (No.3) Limited	United Kingdom	(3)	100
Computershare South Africa (Pty) Ltd	South Africa	(1)	84.02	77.43
Computershare Ltd	South Africa	(1)	84.02	77.43
Computershare Nominees (Pty) Ltd	South Africa	(1)	84.02	77.43
CTS Outsourding Limited	South Africa	73)	84.02	38.75
Minu Investment Managers Ltd	South Africa	(1)	84.02	77.43
Computershare Investor Services Limited	South Africa	(1)	84.02	77.43
Computershare Management Services (Pty) Ltd	South Africa South Africa	(1)	84.02 84.02	77.43 77.43
Computershare Pian Managers (Pty) Ltd. Computershare CSDP Nominees (Pty) Etd	South Africa	(1) (3)	84.02	77.43
Computershare Custodial Nominees (Pty) Ltd	South Africa	(1)	84.02	77.43
Computershare Shareholders Nominee (Pty) Etd.	South Africa	731	84.02	77.43
	South Africa		84.02	77.43
Computershare Analytics (Pty) Etd Computershare Investor Services (Ireland) Ltd.	Ireland	(3) (1)	100	100
Computershare Technology Services (Ireland) Etd.	Ireland	(1)	100	100
Computershare Trustees (Ireland) Etd	Ireland	(3)	100	100
Computershare Systems (N.Z.) Ltd	New Zealand	(3)	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	(7).	L.	100
Computershare Services Etd	New Zealand	73)	100	100
CRS Nominees Ltd	New Zealand	(1)	100	100
Sharemart NZ Limited	New Zealand	(1)	100	100

FOR THE YEAR ENDED 30 JUNE 2004

• 1. DETAILS OF CONTROLLED ENTITIES (coat3)
• (1) Controlled entities audited by other PricewaterhouseCoopers member firms. The USA and Ireland 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.
• (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 companies ceased to be party to the deed of cross guarantee noted in (2) above on 29 April 2003.
• (7) These companies were deregistered during the year ended 30 June 2004
• (8) These companies were associated entities as at 30 June 2003.
• (9) These companies became parties to the deed of cross guarantee noted in (2) on 29 June 2004.
• (10) These companies are controlled entities as Computershare Limited has the capacity to control the casting of a majority of the votes cast at a meeting of the board of directors, or the capacity to dominate decision making in relation to the financial and operating policies.

Acquisition of controlled entities

The following controlled entities were acquired by the consolidated entity at the date stated and their operating results have been included in the consolidated statement of financial performance since the respective dates of acquisition.

a) On 2 December 2003, the consolidated entity acquired 100% of Georgeson Shareholder Communications Inc. for total consideration of \$189,562,837. A liability for the estimated costs of the restructuring of \$16,640,976, consisting mainly of cost of consolidation of operations, exits of lease obligations, redundancy payments and make good obligations, was recognised at the date of acquisition. Actual costs of \$4,601,439 have been paid as at 30 June 2004.

k mari

Details of the acquisition are as follows:

	2012/02/02
Fair value of identifiable net assets of controlled entity acquired.
Plant and equipment	13.733
Trade Debtors	30.357
Cash	4.491
Trade Creditors	(36.753)
Provision for restructuring	(16.641)
Other assets and fiabilities	3.411
Interest bearing liabilities	(10.870)
Less: Outside equity interests	(12.272) (208)
Goodwill on consolidation	(12.480) 202.043
Cash consideration Other consideration	166,811 22.752

b) On 18 February 2004, the consolidated entity acquired 100% of Transcentive Inc. for \$45,982,618. A liability for the estimated costs of the restructuring of \$268,040, consisting mainly of redundancy payments, was recognised at the date of acquisition. Actual costs of \$104,956 have been paid as at 30 June 2004.

Details of the acquisition are as follows:

	\$330
Fair value of identifiable net assets of controlled entity acquired
Cash	16,407
Trade Creditors	(3,654)
Provision for restructuring	(268)
Other assets and fishifities	(3.016)
	9.469
Goodwill on consolidation.	36,514
Cash consideration	45.687
Other consideration	296

c) On 31 October 2003, the consolidated entity acquired a further 10% of Pepper Technology AG (previously held 26.65%). for \$1,897,824, of which \$660,629 was cash consideration. On 1 March 2004, the consolidated entity acquired the remaining 63.35% of Pepper Technology AG for \$29,666,162 and now owns 100% of the issued share capital of Pepper Technology AG. Details of the acquisition are as follows:

	\$330
Fair value of identifiable net assets of controlled entity acquired
Plant and equipment	1.067
Trade Debtors	3.168
Cash.	1.412
Trade Creditors	(3,490)
Interest bearing liabilities	(1,118)
	1.039
Goodwill on consolidation for 63.35%.	28.627
Cash consideration for 63.35%	10.774
Total cash consideration paid during the year	11,435
Other consideration for 63.35%	18.892

d) During the year ended 30 June 2004, the consolidated entity acquired other entities for \$14,762,904. Other entities scquired include Computershare GmbH, Karvy Computershare Private Limited and Global eDelivery Group Pty Ltd. Details of the acquisition are as follows:

	\$330
Fair value of identifiable net assets of controlled entity acquired Other assets Cash Trade Creditors Other liabilities	3,221 3.096 (1,632) (763)
	3.922
Goodwill on consolidation.	10.841
Cash consideration Other consideration	13.890 873

FOR THE YEAR ENDED 30 JUNE 2004

24. DETAILS OF CONTROLLED ENTITIES (contd)

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

	-680	šiadescentive.	Pegoer	Other	2004 \$000
Cash consideration Less cash balance acquired	166.811 4.491	45.687 16.407	11.435 2.229	13,890 6.070	237.823 29.197
Outflow of cash	162.320	29.280	9.206	7.820	208.626

2004

$3.009$

2003

$$0%$

Note 1: cash balance acquired represents 100% of cash balance at the date of acquisition, as the entities became controlled entities from the date of acquisition. Prior to the date of acquisition, the entities were associated entities.

Financial Information for Class Order Closed Group

	Computershare Limited Closed Group Statements
--	-----------------------------------------------	--	--	--	--	--

of Financial Position as at 30 June 2004

Current Assets
Cash assets	7,339	14,479
Receivables	52,365	40.326
Inventories	677	462
Tax assets Other	2,099 2,989	3.033
Total Current Assets	65,469	58,300
Non-current Assets
Receivables	2,153	249,282
Other financial assets	767,844	397,081
Property, plant and equipment	17,443	17,271
Deferred tax assets	15,180 60,076	30,619
Intangibles - goodwill Other	61,191	61.195 2.393
Total Non-current Assets	923,887	757,841
Total Assets	989,356	816,141
Current Liabilities
Payables	29,338	21,755
Interest bearing liabilities Current tax lisbilities	706	1,244
Provisions	6,535	9,766 1,140
Other -- deferred settlement of acquisition of entity	558
Total Current Liabilities		33,905
	37,137
Non-current Liabilities
Non Current Payables	287,314
Interest bearing liabilities	17,596	130,566
Deferred tax lisbilities	783	6,190
Provisions	4,162	3.660
Total Non-Current Liabilities	309,855	140,416
Total Liabilities	346,992	174,321
Net Assets	642,364	641,820

	2094 \$280	2003 \$300
Equity
Contributed equity -- ordinary shares	339,071	324,881
Contributed equity -- reset preference shares	219,028	147,195
Preference shares held by subsidiary outside
of the closed Group		104.596
Reserves	1,105	624
Retained profits	83,160	64,524
Total Equity	642.364	641.820
Computershare Limited Closed Group Statements of Financial Performance for the year ended 30 June 2004
Revenues
Safes revenue	233,655	178,872
Other revenues from ordinary activities	88.024	65,204
Total Revenue	321,679	244,076
Expenses
Direct services	140.565	113.428
Technoloav services	35,448	34,197
Corporate services	32,786	14.467
Borrowing costs	4.756	13,548 17,224
Net foreign exchange loss on hedges	38,677
Total Expenses	252,232	192,864
Profit from ordinary activities before income tax expense	69,447	51,212
income tax (expense)/benefit relating to ordinary activities	(2,439)	(1,490)
Net profit Net profit attributable to outside equity interests	67,008	49,722
Net profit attributable to members of the parent entity Opening net assets of entities first included in the	67,008	49,722
cross guarantee this period (refer to note 24, 9)	(3,788)
Total changes in equity other than those resulting from: transactions with owners as owners	63,220	49,722

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	64.524	36.472
Profit from ordinary activities after income tax expense/benefit	63.220	49.722
Dividends provided or paid-	(44.584)	(21.670)
Retained profits at the end of the financial vear.	83.160	64.524

FOR THE YEAR ENDED 30 JUNE 2004

25. DIRECTORS' AND EXECUTIVES' DISCLOSURES

Directors

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

Non-executive AS Murdoch (Chairman) TM Butler PD DeFeo WE Ford. AN Wates

Executive

CJ Morris (Managing Director and Chief Executive Officer).

PJ Maclagan (Managing Director Computershare Technology Services)

PJ Griffin was a non-executive director from the beginning of the financial year until his resignation on 11 November 2003. M Kerber was appointed as a non-executive director on 18 August 2004.

Executives (other than directors) with the greatest authority for strategic direction and management

The following persons were the six executives with the greatest authority for the strategic direction and management of the Group ('specified executives') during the financial year.

Name	Position	Emplover
R Chapman	Group Managing Director, EMEA	Computershare Investor Services plc (UK)
S Crosby	Group Managing Director, Asia Pacific	Computershare Investor Services Pty Ltd (Aust)
P Conni	Head of Global Services	Computershare Inc (US)
T Honan	Chief Financial Officer	Computershare Limited
S Rothbloom.	President, North Americal	Computershare Inc (US)
P Tobin	Chief Legal Officer and Company Secretary	Computershare Limited

All of the above persons were also specified executives for the year ended 30 June 2003 with the exception of R Chapman who was appointed as Group Managing Director, EMEA in June 2003. Previously this position was held by I Saville who was also a director in FY 2003. R. Waterhouse, Group Managing Director, Canada was also included as a specified executive in FY 2003 for the purposes of comparative information provided.

Remuneration practices

Principles used to determine the nature and amount of remuneration

The objective of the company's executive reward framework is to ensure that reward for performance is competitive. The framework seeks to align executive reward with the achievement of strategic objectives and the creation of sharahalder value.

The executive pay and reward framework has a number of components including base pay, possible short term performance incentives, long term incentives and other remuneration such as superannuation. The combination of these comprises the executives' total remuneration. Both short and long term incentives are discretionary and are subject to both the company and the individual meeting agreed requirements.

Please refer to the Corporate Governance Statement for further details on Board performance assessment procedures.

Non-executive directors

Details of non-executive directors' base remuneration are detailed in the table below. All non-executive directors are provided with statutory retirement benefits, details of which also appear in the remuneration table below. No incentives, either short or long term, are paid to non-executive directors, nor are any termination payments due to any non-executive directors that do not complete their term of service.

The aggregate amount of non-executive directors' fees is determined by the shareholders upon Board recommendation. A pool of \$750,000 was last approved by the shareholders in November 2003.

Non-executive directors are not eligible to participate in the Company's option or share plans.

Executive directors

Both executive directors are employed under open ended arrangements with Computershare. The CEO is appointed to the Board under the company's constitution, and the Managing Director of Computershare Technology Services is elected by shareholders under the same rotation basis that applies to non-executive directors. Details of base salary and superannuation arrangements are detailed in the table below. No additional payments are made in consideration for their activities as directors. Short term cash incentives may be paid in years in which the company's performance exceeds agreed performance hurdles. A cash bonus in respect of the year ended 30 June 2004 has been paid subsequent to the year end, details of which are in the table below. Neither executive is eligible for any termination payments should their employment or directorship cease for any reason.

Executive pay

All executives listed below are employed under open ended arrangements with Computershare. Details of base salary and retirement benefits are supplied in the table below. These and other key executives are also eligible to receive both short term cash incentives and long term share based incentives. Share based awards are designed to align executives' financial interests with those of the shareholders and are also designed to assist in the retention of participants. Executives who receive share based awards need to have, at a minimum, completed specified periods of service before any share awards under the plan become unconditional. Awards are discretionary and are subject to approval of the Board based on recommendations from the remuneration committee. The exercise of discretion in relation to the share awards is based on the Company's performance and the attainment of specified objectives. A bonus was awarded in respect of the year ended 30 June 2004. All of the executives listed below received their bonus as shares. All of the executives below are eligible for payment of a benefit on early termination by the employer without cause, equal to 30 months salary at the time.

Under the terms of his employment contract, T Honan is entitled to receive 40,000 shares on 27 May 2005. The estimated value of these shares, which will be reported in future periods, is \$26,457, based on the share price at grant date and spread over the vesting period. Under the terms of his employment, R Chapman is entitled to receive 50,000 shares on 31 December 2004. The estimated value of these shares, which will be reported in future periods, is \$31,410, based on the share price at grant date and spread over the vesting period.

Based on the performance of the Company for the year ended 30 June 2004, all of the executives listed in the table below were granted additional shares on 1 September 2004. All of the executives are entitled to receive these shares after completion of a two year vesting period. The estimated value of these shares, which will be reported in future periods, is \$942,998, based on the share price at grant date and spread over the vesting period.

Computershare Employee Option Plan

Information on the Computershare Option Plan is set out in note 21.

Details of remuneration

Details of the remuneration of each director of Computershare Limited and each of the six specified executives of the consolidated Group, including their personally related entities, for the current financial year are set out in the following table.

2004	Primary			Post employment		España			You at
	Selary and Fees.	Cash Profa Stare and BURELSON	Non-monetary Burnette.	Superannustica and Periskan	Ratkernent Bong-kts.	Shares	Options	Shares. Seered as: Somes
	$\ddot{\rm x}$		Ÿ.	$\ddot{\rm s}$	Ÿ.	š.	$\ddot{\rm x}$	Ä.	Ä
Directors
AS Murdoch	115.000		$\cdots$	11,500	$\cdots$		$\cdots$	$\cdots$	126.500
TM Butter	97.609	$\cdots$	$\mathbf{u}$	$\cdots$	$\mathbf{u}$	$\cdots$	$\mathbf{u}$	$\cdots$	97.609
PD DeFeo	105.545	$\cdots$	$\cdots$	$\cdots$	$\mathbf{u}$	$\cdots$	$\cdots$	$\cdots$	105.545
WE Ford	52.772	$\cdots$	$\cdots$	$\cdots$	$\cdots$	$\cdots$	$\cdots$	$\cdots$	52.772
PJ Griffin ®	41.667	$\cdots$	$\cdots$	5.833	$\cdots$	$\cdots$	$\cdots$	$\cdots$	47,500
PJ Maclagan	500.188	281.000**	$\cdots$	50.019	$\cdots$		$\cdots$		831,207
CJ Morris	500.188	750.000**		50.019	$\cdots$		$\cdots$		1,300,207
AN Wates	75.000		$\cdots$	7.500	$\cdots$		$\cdots$	$\cdots$	82.500
TOTAL	1,487,969	1.031.000		124,871					2,643,840

* PJ Goffin resigned as a director on 13 November 2003.

fin place of taking the full antoum of the bonus, Mr CJ Mon's and Mrs PJ Mactagan asked the Company to send a donation totalling \$343.750 to the Peter McCallom Institute for Cancer Research.

FOR THE YEAR ENDED 30 JUNE 2004

25. DIRECTORS' AND EXECUTIVES' DISCLOSURES footid).

2094	Primary			Post employment		Equaly			Total
	Salizy and Fees.	Casti Profit Share and Borneses	Non-researches केव्यावादड	Serpen as propassors. कारों निःशाख्याम	Retirement Servality	Shares.	Costons	Sleaps: belend as: Scanism**
	S.	Ÿ.	š	Ÿ.	Ň.	Ÿ.	$\tilde{\Sigma}$	Ÿ.	Ÿ.
Executives
R Chapman	439.239	$\cdots$	1.152	30.747	$\cdots$	183.269	$\cdots$	74.577	728.984
S Grosby	400.387	$\cdots$	2.474	11.002	$\cdots$	185.480	55,540	160.000	814.683
P Corsa	422.178	$\cdots$	$\cdots$	$\cdots$	$\cdots$	136.724	16,000	51.429	626.331
T Honan	330.188	$\cdots$	$\cdots$	11.002	$\cdots$	175.701	35.975	138.388	691.254
S Rothbloom	562,905	$\cdots$	$\cdots$	12.149	$\cdots$	167.841	80,000	205.190	1,028,085
P Tobin	408.954	$\cdots$	3.955	11.002	$\cdots$	162.461	19.770	97.263	703.405
TOTAL	2,563,651	$\overline{\phantom{0}}$	7,581	75.902	-	1,011,476	207.285	726.847	4.592.742

*** The above bonus shares were gramed on 1 September 2004.

Total remuneration of directors and specified executives for the consolidated Group for the year ended 30 June 2003 is set out below, information for individual directors and executives is not shown as this is the first financial report prepared since the issue of AASB 1046 Director and Executive Disclosures by Disclosing Entities. In some cases, different individuals are considered to be specified executives in the year ended 30 June 2003 than those specified in the year ended 30 June 2004, as previously noted.

2003*	Primary			Post engloyment		freuity		Other	forat
	Salary frees	Casti Posit Share spar Bondeses	Nen. PROBREY berefas.	Seconductors. ୍ରମଣ ମିହାରତା ।	Socioanese diseñados.	Sheeps.	Opens:
	S.	Ä	Ä	Ä.	š.	š.		÷
Total directors	1.179.419	$\cdots$	77.591	103.088	$\cdots$	$\cdots$		$\cdots$	1,360,098
Total executives	1.964.225	$\cdots$	187.966	62.941	1.11	306.537	346,328	$\cdots$	2,867.997

*Group totals in respect of the financial year ended 2003 do not necessarily equal the sums of amounts disclosed for 2003 as different individuals have been disclosed in FY 2004.

Share based compensation - options

Details of employee options granted which may affect remuneration in this or future reporting periods are disclosed in note 19.

No directors or specified executives were granted options in the current financial year. Equally, no options vested during the current financial year.

Option Holdings of Directors and Specified Executives

Options provided as remuneration

The assessed fair value at grant date of options granted to directors and specified executives is allocated equally over the period from grant date to vesting date, and the amount relating to the current financial year is included in the remuneration table above. Fair values at grant date are independently determined using a Black Scholes option pricing model that takes into account the exercise price, the current level and volatility of the underlying share price, the risk free interest rate, expected dividends on the underlying share, the market price at grant date of the underlying share, the expected life of the option and vesting period applicable to the options.

Shares provided on exercise of remuneration options

No directors hold options in the company. No specified executives were granted options during the current financial year.

Details of ordinary shares in the company issued during the year as a result of the exercise of remuneration options to each of the specified executives are set out in the table below. No amounts are unpaid on any shares issued on the exercise of options.

Staine	Remained of ordinary shares. recurred extraces there is options during the war	Arrestrit paid terribility of
P Conn	120.000	\$1.37

Options holdings

The number of options over ordinary shares held during the financial year by each of the specified executives of the Group is included in the table below.

	Saturice at tsegmentig of maked.	Cranted as: contateration	Options expressed.	Forbists	Balance at end of period	fotal vasted and not- exercisable at 30 June 2004	Tosl vected and concertable at 30 Jane 2004
R Chapman	$\cdots$	$\cdots$	111		$\cdots$	$\cdots$
S Crosby	170.000	$\cdots$		40.000	130.000	$\cdots$	20,000
P Conn	170.000	$\cdots$	120.000-		50.000	20.000	$\cdots$
T Honan.	100.000	$\cdots$	$\cdots$		100.000		60,000
S Rothbloom	400.000	$\cdots$	$\cdots$		400.000		250.000
P Tobin	160.000	$\cdots$	$\cdots$		160.000		120,000

Share Holdings of Directors and Specified Executives

Ordinary shares

The number of ordinary shares in Computershare Limited held during the financial year by each director and specified executive, including details of ordinary shares provided as the result of the exercise of remuneration options, is included in the table below.

And with the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the c	Safarida at beqirining of posické	Granted as conduction about	On exercise of options.	On maxiset positional sales	िथे।ल	Salarsa st orai of pssied
Specified Directors
AS Murdoch	609,800		$\cdots$			609,800
TM Butter			$\cdots$			$\ddotsc$
PD De feo	40,000			40,000		80,000
WE Ford
PJ Griffin*	2,013,000			(399,000)		1,614,000
PJ Maclagan	16,567,525			60,000		16,627,525
CJ Morris	55,447,042	$\cdots$		265.000		55,712,042
AN Wales	32.592.384					32.592.384
Specified Executives
R Chapman		50,000				50,000
S Crosby		112,500			6,892	119,392
P Conn	44.000	90,000	120,000	(36,000)	$\cdots$	218,000
T Honan	30,000	97,500			3,641	131,141
S Rothbloom		97.500	$\cdots$		$\cdots$	97,500
P Tobin		105,000			6,280	111,280

* PJ Griffm resigned as a director on 11 November 2003.

Other includes employee and employer shares purchased under employee share plans. Please refer to note 21 for further details.

FOR THE YEAR ENDED 30 JUNE 2004

25. DIRECTORS' AND EXECUTIVES' DISCLOSURES (cont@)

Reset preference shares

PJ Maclagan is the only director and specified executive to own reset preference shares. 1,330 reset preference shares have been held throughout the whole of the current financial year.

Loans to directors and specified executives

Computershare has not made any loans to directors and executives during the current financial year.

Other transactions with directors and specified executives

Details of other transactions with directors and specified executives are included in note 27.

	2004 4,	Correctidatea 2003 š.	2004 ξ,	শিৱজাত জাভাৱ 2003
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 - PricewsterhouseCoopers Australia - Related practices of PricewaterhouseCoopers Other services (a) - PricewsterhouseCoopers Australia - Related practices of PricewaterhouseCoopers	749.330 1,520,297 202,112 183,718	586.000 1.081.612 8.000 245.000	563.630 194,112	415.680 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 Other services

(a) This relates primarily to regulatory and compliance services and assurance services provided prior to the acquisition of the Georgeson Shareholder Communications Group.

27. RELATED PARTY DISCLOSURES

(a) Directors

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

TM Butler (Appointed 15 May 2003) PD DeFeo (Appointed 4 June 2002) WE Ford (Appointed 17 January 2003) PJ Griffin (Resigned 11 November 2003) PJ Maclagan CJ Morris AS Murdoch ID Saville (Appointed 1 May 2002, Resigned 15 May 2003) AN Wafes

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

(b) Directors' shareholdings

	2394	Shares rocued by the generit eraily 2003
Ordinary shares held at the end of the financial year Reset preference shares held at the end of the financial year Options held at the end of the financial year Ordinary dividends received during the year in respect	105,621,751 1.330	107,236,751 1,330
of those ordinary shares* Reset preference dividends received during the year	\$5,554,399	\$5,327,163
in respect of those reset preference shares Reset preference shares acquired by directors during the financial year	\$7,335	\$7,315 1,000
Ordinary Shares acquired by directors during the financial year Ordinary Shares disposed of by directors during the financial year	365,000	1,527,000 103,000
* Dividends have been included for P3 Griffin until the date of his resignation.
(c) Other transactions with directors or director-related entities	2094 S.	2003 ÷,
CJ 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. Rents received by Modara Grange Pty Ltd: CJ Morris is a director and major shareholder in Fraser Island		18,750
Pty Etd which provided conference facilities to the company in the ordinary course of business on commercial terms and conditions. Fees received by Fraser Island Pty Ltd: CJ Morris and PJ Maclagan are directors and major shareholders in Ellon Holdings Pty Limited which entered into rental agreements		33.712
with the company in the ordinary course of business on commercial terms and conditions. Rents received by Ellon Roldings Pty Limited: CJ Morris is a director and owner of the Portsea Hotel which provided conference facilities to the company in the ordinary course of business on commercial terms and conditions. Fees	31.365	27.581
received by the Portsea Hotel:	52.567

(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 33)
• 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); and ...
• Dividends were paid between entities (refer note 2). $\ddot{\phantom{a}}$

These transactions were undertaken on commercial terms and conditions.

As at 30 June 2004 Pepper Technologies AG, a wholly owned Group company, owed EURO 321,978 to related parties. No interest is payable on these loans. Pepper Technologies AG has also recorded a receivable as at 30 June 2004 of EURO 51,000 from a related party. Interest is charged on this foan at normal commercial rates.

FOR THE YEAR ENDED 30 JUNE 2004

27. RELATED PARTY DISCLOSURES (con(8)

(e) Associated entities

Computershare Technology Services Pty Ltd has a receivable of \$555,145 (2003: \$484,560) from Chelmer Limited. This receivable has been fully provided for. The current year provision made is \$70,585 (2003: \$70,587).

Computershare New Zeafand Ltd has a receivable of \$1,805,494 (2003: \$1,727,118) from Chelmer Limited. This receivable has been fully provided for. The current year provision made is \$78,376 (2003: \$163,376).

Cornputershare Technology Services Pty Etd has made safes of \$70,585 (2003: \$70,567) to Chełmer Lirnited.

Computershare Limited (incorporated in UK) had a receivable of \$577,173 in FY 2003 from Computershare GmbH (formerly known as Deutsche Börse Computershare GmbH). On 31 December 2003 Computershare moved to 100% ownership of Computershare GmbH. Costs paid on behalf of Computershare GmbH for the 6 months to 31 December 2003 totalled \$nif.

Computershare Limited (incorporated in UK) had a receivable of \$720,322 at 30 June 2003 from Computershare Pepper SRM Limited (a wholly owned subsidiary of Pepper Technologies AG). On 3 February 2004 Computershare signed a letter of intent to acquire the remaining shares in Pepper Technologies AG. On 1 March 2004 Computershare acquired the remaining shares in Pepper Technologies AG. Costs paid on behalf of the Pepper Group for the 8 months to 1 March 2004 totalled Snit.

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.

(g) Ownership interests in related parties

Interests held in associates and joint ventures are disclosed in notes 34 and 35 of the financial statements

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, except that:

(a) On 26 May 2004 Computershare announced its intention to buy back up to 27,500,000 ordinary shares commencing 10 June 2004. Between 1 July 2004 and 13 September 2004 the company bought back 9,707,476 ordinary shares at an average cost per share of \$3.16. The shares bought back represent 1.78% of issued ordinary shares at the balance sheet date.

Between 1 July 2004 and 13 September 2004 the company bought back 183,478 preference shares at an average cost per share of \$103.71. The shares bought back represent 15% of issued preference shares at the balance sheet date. On 13 September 2004, an additional 69,259 shares had been bought back, but not yet settled.

• (b) On 3 August 2004 Computershare announced the acquisition of New York based Alamo Direct Mail Services Inc, a company specialising in print, mail, tabulation and proxy solicitation services to the mutual fund industry in North America, for a consideration of US \$15.5 million and contingent consideration of US \$7 million that is subject to meeting specified revenue hurdles on an initial 3 year period. Computershare intends to combine the Alamo business with its existing Georgeson mutual fund business to create a powerful new product offering to the mutual fund industry.
• (c) M Kerber was appointed as a non-executive director on 18 August 2004.
• (d) On 19 August 2004 Computershare announced the decision of the directors to cause the reset preference shares to be converted to ordinary shares on 30 September 2004. As noted in the dividends section above, a reset preference share dividend of \$1.8384 per share franked at 30% will be paid in respect of the period 1 June 2004 to 30 September 2004 on 30 September 2004.
• (e) On 3 September 2004, Computershare announced the acquisition of Flag Communications Limited, a UK based employee relationship management company. Flag specialises in employee communications for FTSE 100 and 150 companies.

29 FINANCIAI INSTRIIMENTS

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 dollar denominated debt that is designated as a hedge of the net investment in self-sustaining 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' revenues. 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 maintaining 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 (SAYE) schernes as described below.

(a) Administration of SAYE Schemes

Computershare Investor Services PLC, a controlled entity of Computershare Limited, administers approximately 300 SAYE schemes on behalf of various fisted UK entities. Under such schemes, employees make regular monthly contributions which attract government set interest or bonus credits. The total contribution plus interest is then used by the employees to purchase shares in the sponsoring listed entity. 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 2004 amounted to \$7.0 million (2003: \$48.7 million), of which a portion is payable to participants.

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

(b) Paying Agent Funds Administration

In addition to the above SAYE scheme administration bank accounts, Computershare maintains certain paying agent and escrow agent accounts on behalf of customers. Computershare earns service fee income for administering funds as part of the service. Total funds, which at year end approximated \$3.4 billion (2003: \$3.2 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.

As at year end, overseas controlled entities, which are licensed deposit takers, have accepted broker client deposits in their own names which at year end approximated \$50.7 million (2003: \$36 million), and recorded these funds as other financial assets together with a corresponding liability. The deposits are insured through a local regulatory authority.

FOR THE YEAR ENDED 30 JUNE 2004

29. FINANCIAL INSTRUMENTS (cont3)

(c) Interest rate risk exposures

The consolidated entity is exposed to interest rate risk through its primary financial assets and liabilities, 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.

As at 30 June 2004			Fixed whatest rate, maturing as			Average arterest (010)
	Paletena 4964903.1919 每	L year or leos	Over 3 to 5 years	Non- 1001031 peareng	fees	Peasing	Fixed
	8008	\$008	\$600	8008	\$330	$\psi_L$	$\mathcal{G}_\mu$
Financial assets
Cash Broker client deposits Trade debtors Non trade debtors and loans	90,495 50.745 $\cdots$ u. 141,240	$\cdots$ $\cdots$ $\cdots$	$\cdots$ $\cdots$ $\cdots$	133,493 8,854 142,347	90,495 50,745 133,493 8,854 283,587	2.61 3.02 $\sim$ $\cdots$
Financial liabilities
Broker client deposits Trade creditors Finance lease liabilities Other loans Bank toan Revolving multi-currency facilities	50.745 $\cdots$ $\cdots$ 299,493 350,238	$\cdots$ 6.175 $\cdots$ 1,452 7,627	$\cdots$ 4.427 529 4.956	19,628 1.172 20.800	50,745 19,628 10,602 1.172 1,981 299,493 383,621	2.70 $\cdots$ $\cdots$ $\cdots$ $\sim$ 2.50	$\ddot{\phantom{a}}$ $\ddot{\phantom{a}}$ 6.61 $\ddot{\phantom{a}}$ 4.75
As at 30 June 2003			Fixed whasest rate imaturing as			Average arterest (ate
	Passaru 1866903.1916 每	Lyes) ox leas	. Over 3 to 5 years	Non- 1381631 beavig	foot	Poséng	. Fixed
	\$008	\$008	\$600	8008	\$330	$\psi_L$	95
Financial assets Cash Broker client deposits Trade debtors Non trade debtors and loans	60,828 35,987 96,815	$\cdots$ $\ddotsc$	$\cdots$ $\cdots$	95,126 2,676 97,802	60,828 35,987 95,126 2,676 194,617	2.82 3.00 $\cdots$
Financial liabilities Broker client deposits Trade creditors Finance lease liabilities Other loans Bank foan Revolving multi-currency facilities 129,793	35,987 $\cdots$ $\overline{\phantom{a}}$	$\cdots$ 2,817 2.747	$\cdots$ 773 $\cdots$ 2.357	5.711 1,000	35,987 5,711 3,590 1,000 5,104 129,793	3.00 $\cdots$ $\cdots$ 3.15	$\ddotsc$ 6.98 15.50
	165,780	5.564	3,130	6.711	181,185

The interest rate exposures set out in the above table do not include the exposure relating to SAYE scheme account balances and paving agent balances. At year end there are approximately GBP 315 million (2003; GBP 273 million) of employee SAYE schemes account balances earning fixed rates as described in note 29(a). Interest rate derivatives of GBP 240 million (2003: GBP 218 million) are in place to hedge the floating rate receivables against the fixed rate payable amounts. forecast. The effect of the interest rate derivatives is to convert the income margin on administered funds to a fixed rate 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 derivatives is approximately 0.8%. The average floating interest rate at balance date is 4.50% (2003: 3.75%). The maturity profile of these derivatives is generally between one to five years. In relation to paying agent balances (refer note 29b). Computershare has in place interest rate derivatives totalling \$451 million (2003: \$536 million).

(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 Statement 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 Statement 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 fisted 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:

Coreclidated

Location of credit risk

	2008. \$000	2003 8008
Austrafia	40.034	25,679
Canada	19.542	19.530
Germany	2,710	1111
Hong Kong	6.595	5.433
India	2.855
freland	1,809	3,738
italy	2,420
New Zealand	1.673	1.257
Philippines	63	46
South Africa	7,240	6,100
United Kingdom	16,808	22,055
United States of America	36,826	11,854
Other European	1.571	1,772
Other	2.201	338
	142.347	97.802

Notes to the Financial Statements (cont'd) FOR THE YEAR ENDED 30 JUNE 2004

29. FINANCIAL INSTRUMENTS (cont())

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 sweps relate to the Group's administration of numerous SAYE schemes and interest rate exposures arising from agency activities on behalf of customers.

	Conseidatee
	2304	2003
	\$600	8000
Derivatives:
Interest rate derivatives - SAYE schemes	10.274	48.703
Foreign exchange derivatives		1.970
Interest rate derivatives - other	4.749	15.674
	15.023	66.347

(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
	2094		2003
	Carryster Advestrat \$900	Net Fea Value \$600	Caevina Антранс \$000	खल थिया Value \$000
Derivatives:
Foreign exchange options		(1,432)	(115)	1,602
Foreign exchange contracts		(49)	$\cdots$	368
Interest rate derivatives	574	7.484	-691	14.893

(f) Foreign Exchange

The following table summarises by currency the Australian dollar 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 'self' 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 revenues, from foreign operations.

				2004	2003
		Average Exclusives	Buy	Ssil	Bay	Seil
Currency	2004	Өзне 2003	\$009	\$000	\$008	\$009
United States dollars:
3 months or less	0.6958		2.175
Over 3 months to 12 months
Canadian dollars:
3 months or less		0.8879			1,227	2,917
Over 3 months to 12 months		0.8906				7,579
British pounds:
3 months or less	0.3838	0.3840	577	11.006	1.241	1.494
Over 3 months to 12 months			$\cdots$		1111
New Zealand dollars:
3 months or less	1.0952	1.0929	137	129	262	1.086
Over 3 months to 12 months		1.0925	$\cdots$	$\cdots$		2,471
Total			2.889	11.135	2.730	15.547

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:

		Correctiduted	Pacent entity
	2008 \$009	2003 \$000	2094 \$280	2003 \$300
Cash at bank and on frand Short-term deposits	84.601 5.894	48.764 12.064	831	1,602 2.006
Shown as cash on statement of financial position.	90.495	60.828	831	3.608
(b) Reconciliation of net profit after income tax to net cash provided by operating activities.
Net profit after income tax	83,646	17.133	30,188	45.460
Adjustments for non-cash income and expense items: Depreciation and Amortisation (Profit)/loss on sale of non-current assets Share of net profit/(loss) of associates accounted	61,335 (9,922)	58.419 411	1,254 336	1.206
for using equity method	140	2.036
Other	(713)	(590)	(1,966)	(14.662)
Changes in assets and liabilities
(Increase)/decrease in accounts receivable	${6,294}$	9,361	(291)	393
(Increase)/decrease in net tax assets	24,000	(9.213)	(3,385)	(5.394)
(Increase)/decrease in inventory	(3.093)	(748)	684	$\cdots$ 378
(Increase)/decrease in prepayments and other assets (Increase)/decrease in intercompany balances	${4,567}$	(3,607)	(64, 391)
(Increase)/decrease in payables	25,046	(8,462)	(3, 128)	807
Increase/(decrease) in income tax liabilities	(9, 241)	(1.743)	(106)	10,013
Increase/(decrease) in provisions	(17, 359)	15,343	5,747	66
Increase/(decrease) in other liabilities	${1,482}$
Increase/(decrease) in reserves	${5,372}$	(2,161)
Net cash provided by operating activities	136.124	76.179	(35,058)	38.267

(c) Non-Cash transactions

• On 2 December 2003, Computershare Limited issued shares as part of the consideration for the acquisition of Georgeson Shareholder Communications Inc.
• On 18 February 2004, Computershare Limited issued shares as part of the consideration for the acquisition of Transcentive Inc.
• On 1 March 2004, Computershare Limited issued shares as part of the consideration for the acquisition of Pepper Technology AG.
• On 4 June 2004, Computershare Limited issued shares as part of the consideration for the acquisition of Globaf ä, eDelivery Group Pty Ltd.

Please refer to note 19 for further details of shares issued.

FOR THE YEAR ENDED 30 JUNE 2004

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

(d) Acquisition of businesses

		Concederation
Sneiness acquired	Date ourchased	2004	2003
		\$000	\$000
Charles Schwab Employee Plans EFA Market Technologies	12 December 2002 7 February 2003	$\cdots$	1,690 7,404
Fifth Third Bancorp	30 June 2003	$\cdots$	3.241
Total			12,335
The amounts of assets and liabilities acquired by major class are:		2006 \$000	2003 \$009
Property, plant and equipment Intangible assets including goodwill on acquisition. Payables Provisions			7,404 7,500 (476)
Consideration paid and payable Less: consideration paid in prior periods/payable in future periods. Other acquisition costs			14.428 (2,569) 476
Outflow of cash			12.335

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 \$360,000,000 (30 June 2003: \$240,000,000) have been given to the consolidated entity's Australian Bankers by Computershare Limited, Computershare Technology Services Pty Limited, CDS International Limited, Computershare Document Services Limited, Computershare Investor Services Pty Limited, Computershare New Zealand Limited, Computershare Investor Services Ltd (incorporated in NZ), Computershare Limited (incorporated in the UK), Computershare Investor Services PLC, Computershare Inc, Computershare Investor Services LLC, Computershare Technology Services (UK) Ltd, Computershare Analytics (UK) Limited, Computershare Financial Services Inc. ACN 081 035 752 Pty Ltd, Computershare Investor Services Inc. Computershare Canada Inc, Computershare Finance LLC, Computershare Investments (UK) (No.2) Ltd, Computershare Investments (UK) (No.3) Ltd, Georgeson Shareholder Communications Inc. Transcentive Inc, Computershare Finance Company Pty Ltd, and Computershare US General Partnership as security for Computershare Finance Company Pty Ltd's facilities (please refer to note 15 for further detail).

Bank guarantees of \$520,000 (2003: \$270,000) have been given in respect of facilities provided to Computershare Clearing Pty Ltd.

A bank guarantee of \$500,000 (2003: \$250,000) has been given in respect of facilities provided to Sepon Australia Pty Ltd.

A bank guarantee of \$199,500 (2003: \$150,000) has been given in respect of facilities provided to Computershare Investor Services Pty Etd.

A bank guarantee of \$88,350 (2003: Snil) has been given in respect of facilities provided to Computershare Document. Services Pty Etd.

A bank guarantee of \$nil (2003: \$256,786) has been given by Computershare Technology Services Pty Ltd in relation to certain customer contracts.

Bank guarantees totalling CAD \$1,800,000 (2003: CAD \$2,006,465) 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.

Guarantees of US \$2,000,000 (30 June 2003: US \$3,001,200) have been given by Computershare Investor Services LLC as security for payroll administration services in USA.

Guarantees of US \$3,290,001 and AU \$497,713 (30 June 2003: \$4,944,341) have been given by Computershare Limited as security for bonds in respect of leased premises.

A bank quarantee of HK \$398,197 (2003: \$nil) has been given by Computershare Hong Kong Investor Services Limited as security for bonds in respect of leased premises.

A bank guarantee of Rand 850,000 (2003: Rand 850,000) has been given by Computershare South Africa (Pty) Ltd as security for bonds in respect of leased premises.

(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.

(c) Other

As noted in this financial report the Group is subject to regulatory capital requirements administered by certain US and Canadian banking commissions and by the Financial Services Authority in the UK. These requirements pertain to the trust company charter granted by the commissions and the Financial Services Authority. Failure to meet minimum capital requirements, or other ongoing requiatory requirements, can initiate action by the requlators 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 subsidiaries have met all minimum capital requirements, In addition to the capital requirements, a trust company must deposit eligible securities with a custodian. The Group has deposited a certificate of deposit with the Group's custodian in the UK in order to satisfy this requirement.

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

Potential withholding and other tax liabilities arising from distribution of all retained distributable eamings of all foreign incorporated subsidiaries is \$3,616,807 (30 June 2003: \$7,115,160). 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.

In consideration of the Australian Securities and Investments Commission agreeing to allow \$5,000,000 to form part of the net tangible assets of Computershare Clearing Pty Ltd so that it can meet certain financial requirements under the conditions of its Australian Financial Services Licence, Computershare Limited has agreed to make, at the request of Computershare Clearing Pty Ltd, a \$5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to any other unsecured creditors of Computershare Clearing Pty Etd. The loan was made pursuant to a deed of subordination dated 7 January 2004.

Computershare Limited (Australia), as the parent company, has undertaken to own, either directly or indirectly, all of the equity interests and guarantee performance of the obligations of Computershare Investor Services LLC, Computershare Trust Company Inc, Georgeson Shareholder Communications Inc, Computershare Trust Company of Canada and Computershare Investor Services Inc with respect to any financial accommodation related to transactional services provided by Harris Trust and Savings Bank, Chicago.

32. CAPITAL EXPENDITURE COMMITMENTS

	Consolidated		Psear entity
	2004	2003	2394	2003
	\$000	\$000	\$2,60	\$300
Less than 1 year:
Fitout of premises	322	$\cdots$	75	111
Purchase of equipment	1.281	.565	575	111
Other	79	$\cdots$	$\cdots$	$\cdots$
	1,682	1.565	650	$\cdots$

Computershare Technology Services Pty Limited is committed to pay \$2,527,768 in relation to a global licensing agreement within the next year. This is considered to be non capital in nature.

FOR THE YEAR ENDED 30 JUNE 2004

33. SEGMENT INFORMATION

The consolidated entity operates predominantly in six business segments: Investor services, Plan services, Document services, Analytics and Shareholder Relationship Management services, Corporate services and Technology services. The investor services operations comprise provision of registry and related services. Analytics and Shareholder Relationship Management services comprise the provision of investor analysis, investor communication and management information services to companies, their employees, shareholders and other securities industry participants. 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, the Philippines and India. The North America geographic segment includes the United States and Canada. Intersegment charges are at normal commercial rates

PRIMARY BASIS - Business Segments $200A$ and the state of the state

2004 Major busavess 20189-1028	магусов жи элженовает Relationship Magagement Services	Согрогаее Servates	Осситент Services	Sirveig lide Services	Plan Sevices	fechnology Services	Simerations	Unallecated/ Consolidated Res
	\$260	\$330	\$000	\$2,60	8000	\$900	\$000	\$000
Revenue External revenue	23,877	73,879	51,034	665,428	99,995	15,961	16,259	946.433
Inter-segment revenue	1.729	70,491	75,703	11,040	2.510	98,091	(259, 564)
Total segment revenue	25,606	144,370	126,737	676,468	102,505	114,052	(243, 305)	946,433
Segment Result Profit/(loss) from ordinary activities before income tax Incorne tax expense	(550)	2.555	21.328	76.758	6,995	(957)	4,528	110,657 (27,011)
Profit from ordinary activities after income tax								83.646
Depreciation Amortisation goodwill Other non-cash expenses	267 1.720 8	2.160 941 798	3,009 835 971	8.891 27,488 2.195	396 2,510 126	11,937 $\cdots$ 226	$\cdots$ $\cdots$ $\cdots$	26,660 33,494 4,324
Liabilities Total segment liabilities	8.229	323,685	9,853	161,144	63,316	8,985	7.006	582,218
Assets Total segment assets		62,158 1,102,297	96,096	882.111	125,710		40,762 (1,122,049) 1,187,085
Carrying value of investments in associates included in segment assets Segment assets acquired during the reporting period: Property, plant		4.330						4,330
and equipment Other Non Current	2.177 34,888	3,549	3,326	16,310	1,167	10,515	1.262	38,306
Segment Assets Totat	37.065	3.549	3,551 6,877	230,688 246.998	42,296 43.463	$\cdots$ 10.515	511 1,773	311,934 350.240

2003 Major busseess segments	Austytics and Shareholder Relationship Management Sezuces	Corporate Sevices	Обевнеем Services	Invessor Sezioas	7930 Services	Technology Berviceo	Unallocated/ Consolidated Elaninations	forek
	\$600	\$008	\$900	\$600	\$000	\$000	\$280	9300
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/(loss) from ordinary activities before income tax Income tax expense Profit from ordinary	(2.776)	(18,270)	8.761	32.750	(1,236)	1.923	8.310	29,462 (12, 329)
activities after incorne tax								17.133
Depreciation Amortisation goodwill	26 926	2,494	2,868 835	6,087 25.195	196 2.825	18,416 1.482	(5, 193)	24,894 31,263
Other non-cash expenses	10	(1,566)	1,261	2.265	153	139		2.262
Liabilities Total segment liabilities	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 including segment assets		15.845						15,845
Segment assets acquired during the reporting period: Property, plant and
equipment Other Non Current	55	1.662	1,412	6.659	61	8.084		17,933
Segment Assets		$\cdots$	$\cdots$	47	24	106	u.	177
Total	55	1,662	1,412	6,706	85	8,190	$\overline{\phantom{0}}$	18,110

The segment 'Analytics and Shareholder Relationship Management Services' was previously named 'Analytics Services'. The change has been made to accommodate the results of the Pepper Technology AG Group which the Computershare Group moved to full ownership of on 1 March 2004. The results of the Pepper Group of companies until 1 March 2004 are included in the Associates note 34. Since that date the contribution of the Pepper Group to this segment AUDS7,732,000 and a profit from ordinary activities before income tax of AUD\$669,000.

FOR THE YEAR ENDED 30 JUNE 2004

33. SEGMENT INFORMATION (cont3)

SECONDARY BASIS - Geographic Segments

2004 Major geographic segments	Asia	Drain Glessow New Zealand	Seam Africa	farepe	North America	UnaRocatad/ Simassers	Consolidated Total
	8008	\$008	\$908	\$008	\$330	\$008	\$000
Revenue External revenue	45.229	237.972	37,320	266,493	356,457	2.962	946,433
Segment Result Profit/(loss) from ordinary activities. before incorne tax Incorne tax expense Profit from ordinary activities after incorne tax	9,973	46,146	2,320	21,723	26,625	3,870	110,657 (27,011) 83,646
Assets Total segment assets	95,483	862,769	45,887	105,266		1,194,063 (1,116,383)	1,187,085
Segment assets acquired during the reporting period: Property, plant and equipment Other Non Current	1,269	8,772	860	7,770	19,635		38,306
Segment Assets	10,707	3,669	68	38,838	258,652		311,934
Totat	11.976	12.441	928	46.608	278,287		350.240
2003 Major geographic segments	Asia	bis elessa. New Zealand	Seam Africa	farepe	North. America	UnoRocated/ Simenseers	Consolidated Total
	8008	\$008	\$600	8008	\$330	8008	\$000
Revenue External revenue Segment Result Profit/floss) from ordinary activities	27.393	187.197	33.454	198.445	258.842	3.266	708.597
before income tax Incorne tax expense	5.591	14.466	(6.584)	13.692	(6,013)	8,310	29,462 (12, 329)
Profit from ordinary activities after incorne tax							17.133
Assets Total segment assets	81.813	926.117	30.401	168.846	557.993	(870.764)	894.406
Segment assets acquired during the reporting period: Property, plant and equipment Other Non Current Segment Asset	244 $\cdots$	3.304	3.765	4.662	5.958 177		17.933 177
Total	244	3,304	3,765	4,662	6.135	÷	18.110

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 entitlements and other provisions. Corporate segment liabilities also include borrowings. Segment assets and liabilities do not include income taxes.

34. ASSOCIATED ENTITIES

Details of interests in associated entities are as follows:

Norme.	Princepel Activities.	Place of песиропавая		Oswiersinp. 9109035	Balance Sete	Consolidated Carcying emparts
			2004	2003		2004	2003
Equity accountact
Chelmer Limited	Computer Technology Services	New Zealand	60%	50%	30 June	$\cdots$	$\cdots$
Computershare GmbH*	knyestor Services	Germany	100%	49%	31 December	$\cdots$	8,014
Pepper Technologies AG **	Shareholder Refationship Management Services	United Kingdom	100%	26.65%	31 December	$\cdots$	6,376
The National Registry Company ***	Investor Services	Russia	45%	29.875%	31 December	4.330	1,466
Total investments in associated entities						4,330	15,845

* Formerly known as Deutsche Börse Computershare GmbH. On 31 December 2003, the Computershare Group acquired the remaining 51% of Deutsche Börse Computershare GmbH. From that date onward, the results and balance sheet of that entity have been consolidated by the Computershare Group, included in note 35 is the Computershare Group's share of the profit or loss of that entity up to 31 December 2003.

** On 1 March 2004, the Computershare Group acquired the remaining 73.35% of Pepper Technology AG. From that date onward, the results and balance sheet of that entity have been consolidated by the Computershare Group, included below is the Computershare Group's share of the profit or loss of that entity up to 29 February 2004.

*** On 24 June 2004, the Computershare Group acquired another 15.125% of The National Registry Company bringing the Group's holding in the Company to 45%.

	2394 \$2800	2003 \$300
Share of associates' results Profit/lloss) before income tax Income tax	586 (287)	(479)
Profit/lloss) after tax Amortisation of goodwill	299 (439)	(479) (1.557)
Share of net result of associates Less dividends received Retained profits at the beginning of the financial year	(140) (192) (2.036)	(2.036) $\cdots$
Effect of associates becoming subsidiary undertakings	3.809	$\cdots$
Retained profits at the end of the financial year.	1.441	(2.036)

Notes to the Financial Statements (cont'd) FOR THE YEAR ENDED 30 JUNE 2004

34. ASSOCIATED ENTITIES (cont'd)

	2004 \$000	2003 \$000
Share of associates' reserves
Foreign currency translation reserve
Balance at the beginning of the financial year	278
Share of translation of overseas associates	275	278
Effect of associates becoming subsidiary undertakings	(278)
Balance at the end of the financial year	275	278
Movements in carrying value of investments in associates
Carrying amount at the beginning of the financial year	15,845
Investments acquired during the year	1,159	17,603
Share of net result from ordinary activities after income tax Less dividends received	299 (192)	(479)
Amertisation of geodwill	(439)	(1.557)
Share of movement in reserves during the financial year	275	278
Effect of investments ceasing to be classified as
associates during the financial year	(12, 617)
Carrying amount at the end of the financial year	4,330	15.845
Share of associates' capital expenditure commitments Lease commitments	430	79
Share of associates contingent liabilities There sre no material contingent liabilities in respect of associates at balance date.
35. JOINT VENTURES
	2004	Consolvented
Joint Venture entity	\$000	2033 1000
Retained profits attributable to the joint venture
At the beginning of the financial year	(345)
At the end of the financial year		(345)
Foreign currency translation reserve attributable to the joint venture
At the beginning of the financial year	139
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	8,014
Investments acquired during the year Share of net result from ordinary activities after income tax	(723)	9,525 (345)
Amertisation of goodwill	(883)	(1,305)
Share of movement in reserves during the financial year		139
Effect of investment ceasing to be a joint venture during the financial year	(6.408)	$\ddot{\phantom{a}}$

8,014

Carrying amount at the end of the financial year

		CONSORISSED
Joint Venture entity	2094 \$2,500	2003 \$300
Share of joint venture assets and liabilities
Current assets	$\cdots$	4,252
Non-current assets	$\cdots$	5
Total assets	$\cdots$	4,257
Current liabilities	$\cdots$	438
Non-current liabilities	$\mathbf{u}$	2
Total liabilities	$\cdots$	440
Net assets	$\cdots$	3,817
Share of joint venture revenues, expenses and results
Revenues	2.876	1,278
Experises	(3.600)	(1.623)

Share of joint venture capital expenditure commitments
There are no material capital expenditure commitments in respect of joint ventures at bafance date.

Profit/(loss) from ordinary activities before related income tax.

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 the टिकासाच सामग्री प		Outside Squiry Interests
	2004 \$0.35	2003 SO(3)	2394 \$2,500	2003 \$300
interest in the equity of the consolidated entity:
Contributed equity - ordinary shares	338,987	324.881	5.657	6,245
Contributed equity -- reset preference shares	114.432	147.195	1111	1111
Reserves	(27.799)	(17.907)	212	(2.164)
Retained profits	170.750	128.366	2.628	1.791
Total interest in equity	596.370	582.535	8.497	5.872

$(723)$

$(345)$

The directors of Computershare Limited declare that the financial statements and notes set out on pages 63 to 123.

(a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

(b) give a true and fair view of the company's and consolidated entity's financial position as at 30 June 2004 and of their performance, as represented by the results of their operations and their cashflows, for the financial year ended on that date.

In the directors' opinion:

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

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

De sur

AS Murdoch Chairman

14 September 2004

Statement of the CEO and CFO Computershare Limited

We, the undersigned, state that:

• a) With regard to the integrity of the year end financial report Computershare Limited and its controlled entities (the Group) for the year ended 30 June 2004:
• (i) The financial statements and associated notes comply in all material respects with applicable accounting standards, local corporations faw requirements and Computershare Group Accounting Policies and Computershare Group year end reporting requirements; and
• (ii) The financial statements and associated notes give a true and fair view, in all material respects, of the financial position as at 30 June 2004 and performance of the Group for the year then ended; and
• (iii) In our opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.
• b) With regard to the financial records and systems of risk management and internal compliance and control of the Group for the year ended 30 June 2004:
• (i) The financial records of the Group have been properly maintained such that the records correctly record and explain its transactions and financial position and performance and would enable true and fair financial statements to be prepared and audited; and
• (ii) The statements made in (a) above regarding the integrity of the financial statements are founded on a sound system of risk management and internal compliance and control which, in all material respects, implement the policies adopted by the Board of Directors of Computershare Limited;
• (iii) The risk management and internal compliance and control systems of the Group relating to financial reporting, compliance and operations objectives are, in all material respects, operating efficiently and effectively; and
• (iv) Subsequent to 30 June 2004, no changes or other matters have arisen that would have a material effect on the operation of risk management and internal compliance and control systems of the Group.

C.I Morris Chief Executive Officer

TF Honan Chief Financist Officer

14 September 2004

Independent Audit Report to the Members of Computershare Limited

PRICEWATERHOUSE COPERS

PricewaterhouseCoosers ABN 52 780 433 757

333 Collins Street MELBOURNE VIC 3000 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Melbourne Australia www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999

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 2004, and of their performance 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 2004. 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 guarantee 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.

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 PricewaterhouseCoopers

Melbourne 14 September 2004

Shareholder Information

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

SHARFHOLDINGS

Substantial Shareholders

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

Narse	Oato of notice to Contagely	Number of as dimensioned in
Christopher John Morris	10 May 2004	55.712.042
General Atlantic Partners	12 March 2003	53,000,705
Schroder Investment Management	4 August 2004	40.481.597
Anthony Norman Wales	14 September 2000	32,592,384

Class of shares and voting rights

At 27 August 2004 there were 25,167 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 27 August 2004 there were 3,009 holders of reset preference shares in the company. The voting rights of reset preference shares are one vote for each share, but voting rights are limited to matters affecting the rights of reset preference shareholders.

At 27 August 2004 there were 12,088,053 options over ordinary shares issued to eligible employees at the 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 27 August 2004

Size of holding	Cadinary shareholders	Reset preference shareholders.
$3 - 1,000$	8,184	2,940
$1,001 - 5,000$	13,263	62
$5,001 - 10,000$	3.513	6
10.001 and over	207
Total shareholders	25.167	3.009

There were 385 shareholders holding less than a marketable parcel of 141 ordinary shares at 27 August 2004. There were 4 shareholders holding less than a marketable parcel of 5 reset preference shares at 27 August 2004. Twenty Largest Shareholders of ordinary
shares as at 27August 2004

	Biordsex	%
National Nominees Limited	89,891,635	16.69
Finico Pty Limited	43,712,042	8.12
JP Morgan Nominees Australia	37,108,746	6.89
Welas Pty Limited	32.592.384	6.05
Westpac Custodian Nominees	31.261.431	5.80
PJ Maclagan	16.627.525	3.09
Cogent Nominees Pty Limited	11,597,544	2.15
MJ O'Halloran.	10,952,920	2.03
CPU Share Plans Ptv Ltd	9.841.158	1.83
AMP Life Limited	9.782.170	1.82
Citicorp Nominees Pty Ltd	9,486,400	1.76
CJ Morris	9.441.907	1.75
Queensland Investment Corporation	8,667,110	1.61
UBS Nominees Ptv Ltd	6,829,584	1.27
Computershare Clearing Pty Ltd.	5.684.053	1.06
ANZ Nominees Limited	4.461.676	0.83
Suncorp Custodían Services Pty Ltd	4.294.662	0.80
Australian Foundation Investment Company Limited	3,500,000	0.65
RBC Global Services Australia Nominees Pty Limited	3,271,966	0.61
GL Ryan	2.569.732	0.48
Total	351.574.645	65.29

Twenty Largest Shareholders of reset
preference shares as at 27 August 2004

		Reset preference clienes
	Kurdse	Ŵ.
Australian Foundation Investment Company Limited	174,602	14.83
ARGO Investments Limited	73.164	6.21
Djerriwarrh Investments Limited	67.000	5.69
Comsec Nominees Pty Limited	50,720	4.31
Warbont Norninees Pty Limited	39,712	3.37
RBC Global Services Australia Nominees Pty Limited	34.486	2.93
JB Were Capital Markets Limited	22,144	1.88
Sandhurst Trustees Ltd	14,417	1.22
Mirrabooka Investments Limited	13,000	1.10
Westpac Financial Services Limited	11.000	0.93 1
Lutovi Investments Pty Ltd	10,000	0.85
Perpetual Trustees Consolidated Limited	8.818	0.75
UBS Private Clients Australia Limited Pty Etd	5.900	0.50
ANZ Executors and Trustee Company Limited.	5,688	0.48
Equifast Nominees Pty Etd	5,363	0.46
Tower Trust Limited	5,098	0.43
Computershare Clearing Pty Ltd	5.000	0.42
≹nvia Çustodian Ptγ Limited	5,000	0.42
JF Edwards and JR Edwards.	4.780	0.41
Catholic Church Insurances Limited	4.450	0.38
Total	560.342	47.57

Crawary strates

ASIA/PACIFIC REGION AUSTRALIA

Melbourne

Global Headquarters

COMPUTERSPARE LIMITED Yarra Fails 452 Johnston Street Abbotsford VIC 3067 Australia PO Box 103 Abbotsford VIC 3067 Australia

Telephone 61 3 9415 5000 Facsimile 61 3 9473 2500

COMPUTERSHARE INVESTOR SERVICES PTY LIMITED Yarra Falls 452 Johnston Street Abbotsford VIC 3067 GPO Box 2975

Melbourne VIC 3001 Australia Telephone 61 3 9415 4000 Facsimile 61 3 9473 2500 Investor enquiries 1300 850 505 flor use within Australia only)

COMPUTERSHARE TECHNOLOGY SERVICES PTY LTD Yarra Fails 452 Johnston Street Abbotsford VIC 3067 Australia PO Box 103 Abbotsford VIC 3067 Australia Telephone 61 3 9415 5000 Facsimile 61 3 9473 2320

COMPUTERSHARE PLAN MANAGERS PTY LIMITED Yarra Fails 452 Johnston Street Abbotsford VIC 3067 Australia GPO Box 658 Melbourne VIC 3001 Australia

Telephone 61 3 9415 5000 Facsimile 61 3 9473 2458 COMPUTERSHARE DOCUMENT SERVICES 5 Westside Avenue Port Melbourne VIC 3207 Auetralia Telephone 61 3 9676 0444 61 3 9646 9566 Facsimile

Sydney

COMPUTERSHARE INVESTOR SERVICES PTY LIMITED Level 3/60 Carrington Street Sydney NSW 2000 Australia GPO Box 7045 Sydney NSW 2001 Australia Telephone 61 2 8234 5000 Foncimilla 61 2 8234 5050 Investor enquiries 1300 855 080 tfor use within Australia only)

COMPUTERSHARE TECHNOLOGY SERVICES PTY LTD Level 5/60 Carrington Street Sydney NSW 2000 Australia Telephone 61 2 8234 5400 Facsimile 61 2 8234 6455

COMPUTERSHARE ANALYTICS PTY LIMITED Level 3/60 Carrington Street Sydney NSW 2000 Australia Telephone 61 2 8234 5000 Facsimile 61 2 8234 5406

COMPUTERSHARE PLAN MANAGERS PTY LIMITED Level 3/60 Carrington Street Sydney NSW 2000 Australia GPO Box 1501 Sydney NSW 2001 Australia Telephone 61 2 8234 5000 Facsimile 61 2 8235 8208

COMPUTERSHARE DOCUMENT SERVICES 6 Hobe Street Ermington NSW 2115 Australia Telephone 61 2 8877 3000 Facsimile 61 2 8877 3111

GEORGESON SHAREHOLDER COMMUNICATIONS AUSTRALIA PTY LTD Level 1, 190 George Street Sydney NSW 2000 Australia Telephone 61 2 9240 7000 Facsimile 61 2 9240 7500

Porth

COMPLITERSHARE INVESTOR SERVICES PTY LIMITED Level 2 Reserve Barik Building 45 St George's Terrace Perth WA 6000 Australia GPO Box 0182 Perth WA 6840 Australia

Telephone 61 8 9323 2000 Facsimile 61 8 9323 2033 Investor enquiries 1300 557 010 ffor use within Australia only!

Adelaide

COMPUTERSHARE INVESTOR SERVICES PTY LIMITED Level 5/115 Grenfell Street Adelaide SA 5000 Australia GPO Box 1903 Adelaide SA 5001Australia

Telephone 61 8 8236 2300 Facsimile 61 8 8236 2305 Investor enquiries 1300 556 161 ffor use within Australia only)

Brishane

COMPUTERSHARE INVESTOR SERVICES PTY LIMITED Level 27 Central Plaza One 345 Queen Street Brisbane QLD 4000 Australia GPO Box 523 Brisbane QLD 4001 Australia Telephone 61 7 3237 2100 Facsimile 61 7 3229 9860 Investor enquiries 1300 552 276 ffor use within Australia only)

HONG KONG

COMPUTERSHARE HONG KONG INVESTOR SERVICES LIMITED $46th$ floor Hopewell Centre 183 Queen's Road East, Hong Kong Address effective of 6 Sept 04 Telephone 852 2862 8628 Facsimile 852 2865 0990

NEW ZEALAND

Anckland

COMPUTERSHARE INVESTOR SERVICES LTD Level 2-159 Hurstmere Road Takapuna North Shore City Private Bag 92119 Auckland 1020 New Zealand Telephone 64 9 488 8700 Facsimile 64 9 488 8787 Investor enquiries: 64 9 488 8777

PHILIPPINES

Manila

COMPUTERSHARE TECHNOLOGY SERVICES PHILIPPINES INC. 22rid Floor, BPI Buendia Center Sen, Gil Puyat Avenue Makati City 1200 Philippines Telephone 63 2 848 0720 Facsimile 63 2 848 0727

INDIA

Hyderabad

KARVY COMPUTERSHARE PRIVATE LIMITED 46, Avenue 4, Street No1, Banjara Hills, Hyderabad 500 034 India Telephone 91 40 2337 6716 Facsimile 91 40 2331 1968

NORTH AMERICA REGION

USA

Chicago

COMPUTERSHARE INVESTOR SERVICES LLC 2 North LaSalle Street Chicago Illinois 60602 Telephone 1 312 588 4993 Facsimife 1 312 601 4352

COMPUTERSHARE PLAN MANAGERS 2 North LaSalle Street Chicago Illinois 60602 Tefephone 1 312 588 4993 Facsimife 1 312 601 4362

COMPUTERSHARE SECURITIES CORPORATION 2 North LaSalle Street Chicago Illinois 60602

Telephone 1 312 588 4992 Facsimife 312 601 4340

COMPUTERSHARE TECHNOLOGY SERVICES 2 North LaSalle Street Chicago Illinois 60602

Telephone 1 312 588 4993 Facsimile 1 312 601 4429

COMPUTERSHARE DOCUMENT SERVICES 7600 Grant Street Butr Ridge Illinois 60527

Tefephone 1 630 568 0200 Facsimife 1 312 601 4356

COMPUTERSHAREPEPPER 2 North LaSalle Street Chicago filinois 60602

Tefephone 1 312 588 4992 Facsimile 1312 601 4353

Cleveland

COMPUTERSHARE INVESTOR SERVICES LLC 7650 Luceme Drive, Suite 103, Cleveland, Ohio 44130 Telephone 3 440 239 7363 Facsimile 3440 239 7355

Dallas

COMPUTERSHARE INVESTOR SERVICES LLC 3020 Legacy Drive, Suite 100-307. Plano, Texas 75023 Telephone 1 972 943 8780 Facsimile 1 972 943 8823

Golden

COMPUTERSHARE TRUST COMPANY INC. COMPUTERSHARE INVESTOR SERVICES, LLC 360 Indiana Street Golden Colorado 80401 Telephone 1 303 262 0600 Facsimile 1 303 262 0700

COMPUTERSHARE PLAN MANAGERS 350 Indiana Street Golden Colorado 80401 Telephone 1 303 262 0600 Facsimile 1 303 262 0601

New York

COMPUTERSHARE TRUST COMPANY OF NEW YORK Wall Street Plaza 88 Pine Street 19th Floor New York, NY 10005 Telephone 1 212 701 7600 Facsimile 1 212 701 7664

GEORGESON SHAREHOLDER COMMUNICATIONS INC. 17 State Street New York, NY 10004 Telephone 1 212 805 7000 Facsimile 1 212 248 2727

GEORGESON SHAREHOLDER COMMUNICATIONS INC. 219 Murray Fill Parkway East Rutherford, NJ 07073 Telephone 1 201 528 2700 Facsimile 1 201 438 2782 SOURCE ONE COMMUNICATIONS INC.

111 Commerce Road Caristadt, NJ 07072 Telephone 1 212 806 6800 Facsimile 1 212 806 6801

Rockville

GEORGESON SHAREHOLDER AMALYTICS N.A. INC. .
4954 Wyaconda Road Rockville, Maryland 20852 Telephone 1 301 881 2252 Facsimile 1 301 881 0267

Edison

COMPUTERSHARE PLAN MANAGERS Baritan Plaza 3. 101 Fieldcrest Avenue Edison, NJ 08837 Telephone 1 732 491 0400 Eacsimile 1 732 491 0463

San Francisco

COMPUTERSHARE INVESTOR SERVICES One Market - 38th Efron San Francisco, CA 94105 Telephone 1 415 293 8487 Facsimile 1 415 293 8410

TRANSCENTIVE, INC. One Market, Spear Tower Suite 3600 San Francisco, CA 94105 Telephone 1 415 293 8044 Facsimile 1 415 293 8410

Shelton

TRANSCENTIVE, INC. Two Enterprise Drive Shelton, CT 06484 Telephone 1 203 944 7300 Facsimile 1 203 944 7315

CANADA

Toronto

COMPUTERSHARE TRUST COMPANY OF CANADA COMPUTERSHARE INVESTOR SERVICES INC. 11th Floor 100 University Avenue Toronto, Ontario M5J 2Y1 Telephone 1 416 263 9200 1416 263 9261 Facsimile COMPUTERSHARE DOCUMENT SERVICES 88A East Beaver Creek Road Richmond Hill, Ontario L4B 4A8 Telephone 1 905 771 4390 Facsimile 1 905 771 4416

GEORGESON SHAREHOLDER COMMUNICATIONS INC. 66 Weffinaton Street West TD Bank Tower, Suite 5210 Toranta-Dominian Centre PO Box 240

Toronto, Ontario M6K 133 Telephone 1 416 862 8088 Eacsimile 1416 366 2476

COMPUTERSPAREPEPPER 11th Floor 100 University Avenue Toronto, Ontario M5J 2Y1

Telephone 1 416 263 9200 Facsimile 1416 263 9261

Calgary

COMPUTERSHARE TRUST COMPANY OF CANADA COMPUTERSHARE INVESTOR SERVICES INC. Suite 600/630 8th Avenue SW Calgary, Alberta T2P 3S8 Telephone 1 403 267 6800 Facsimile 1 403 267 6629

GEORGESON SHAREHOLDER COMMUNICATIONS INC. Suite 600/630 8th Avenue SW Calgary, Alberta T2P 3S8 Telephone 1 403 444 5626 Facsimile 1 403 444 6640

Halifax

COMPUTERSHARE TRUST COMPANY OF CANADA COMPUTERSHARE INVESTOR SERVICES INC. Suite 501,1465 Brenton Street PO Box 36012 Halifax, Nova Scotia 83J 3S9 Telephone 1 902 420 3553 Facsimile 1 902 420 2764

Montreal

COMPUTERSHARE TRUST COMPANY OF CANADA COMPUTERSHARE INVESTOR SERVICES INC. Suite 700, 1500 University Street Montreal, Quebec H3A 3S8 Telephone 1 534 982 7888 Facsimile 1 514 982 7635

Vancouver

COMPUTERSBARE TRUST COMPANY OF CANADA COMPUTERSHARE INVESTOR SERVICES INC. 2nd Floor, 510 Burrard Street Vancouver, British Columbia V6C 389 Telephone 1 604 661 9400 1 604 661 9549 Facsimile

Winnipeg

COMPUTERSHARE TRUST COMPANY OF CANADA COMPUTERSHARE INVESTOR SERVICES INC. 1190-201 Portage Avenue Winnipeg, Manitoba R3B 3K6 Telephone 1 204 940 4600 Facsimile 1 204 940 4608

EUROPE, MIDDLE EAST AND AFRICA REGION (EMEA)

UNITED KINGDOM

Bristol

COMPUTERSHARE INVESTOR SERVICES PLC

COMPUTERSHARE ANALYTICS (UK) LIMITED

COMPUTERSHARE DOCUMENT SERVICES LIMITED COMPUTERS/ARE TECHNOLOGY

SERVICES (UK) LIMITED

COMPUTERSHARE PEPPER PO Box 82 The Pavilions

Bridgwater Road Bedminster Down, Bristol BS99 7NH Telephone 44 870 702 0003

Facsimile 44 870 703 6101 Email:

web.queries@computershare.co.uk

Edinburgh

COMPUTERSHARE INVESTOR SERVICES PLC COMPUTERSHARE TECHNOLOGY SERVICES (UK) LIMITED

7 Lochside House Edinburgh Park South Gyle Edinburgh EH12 9DJ Telephone 44 870 702 0010 Facsimile 44 870 703 6141 Email: web.cueries@computershare.co.uk

London

COMPUTERSHARE INVESTOR SERVICES PLC COMPUTERSHARE TECHNOLOGY SERVICES (UK) LIMITED

COMPUTERSHARE ANALYTICS

COMPUTERSHARE LIMITED

GEORGESON SHAREHOLDER TRANSCENTIVE

2nd Floor, Vintners' Place 68 Upper Thames Street London EC4V 3BJ

Telephone 44 870 703 0300 44 870 703 0301 Eacsimile Email: web.queries@computershare.co.uk

CHANNEL ISLANDS

Jersey

COMPUTERSHARE INVESTOR SERVICES (CHANNEL ISLANDS) LIMITED PO 8ox 83 Ordnance House 31 Pier Road St Heffer Jersey JE4 BPW Channel Islands

Telephone 44 1534 825 200 Facsimile 44 1534 825 250 Email: web.queries@computershare.co.uk

GERMANY

Munich

COMPUTERSHARE GmbH Cuviliésstrasse 14a 81679 Munich

Telephone 49 29 41 77 69 770 Facsimile 49 89 41 77 69 779 PEPPER TECHNOLOGIES Cuvilitésstrasse 14a 81679 Monich Telephone 49 89 41 77 69 0 Facsimile 49 89 41 77 69 99

IRELAND

Dublin

COMPUTERSHARE INVESTOR SERVICES (IRELAND) LIMITED

COMPUTERSHARE TECHNOLOGY ((RELAND) LIMITED

Heron House, Corrig Road, Sandyford Industrial Estate Dublin 18 Ireland

Telephone 353 1216 3100 353 1216 3151 Facsimile Email: web.queries@computershare.ie

ITALY

GSC PROXITALIA SeA Via Emilia 88-00187 Roma Telephone 39 0642 1713 Facsimile 39 0642 020227 Email: info@gscproxitalia.com

RUSSIA

Moscow

THE NATIONAL REGISTRY COMPANY 6 Veresaeva Street Moscow 121357 Russia Telephone 95 440 6346 Facsimile 95 440 6355 Email: nrc@relline.ru

SOUTH AFRICA

Johannesburg

COMPUTERSHARE SOUTH AFRICA (PROPRIETARY) LIMITED - HOLDING COMPANY

Computershare Limited Iformerly Construtershare Custodial Services Ltd) with its divisions

INVESTOR SERVICES 70 Marshall Street Johannesburg 2001 PO Box 61051 Marshalltown Johannesburg 2001

Telephone 27 11 370 5000 27 11 688 7721 Facsimile Email:

irvestor.services@computershare.co.za

CUSTODIAL SERVICES 70 Marshall Street Johannesburg 2001 PO Box 62053 Marshalltown Johannesburg 2107

Telephone 27 11 370 5000 Facsimile 27 11 688 7732 Swift CSEVZAJJ Email: custody@computershare.co.za

PLAN MANAGERS 70 Marshall Street Johannesburg 2001 PO Box 61051 Marshalltown Johannesburg 2001 Telephone 27 11 370 5000 Facsimile

27 11 688 7723 Email: planmanagers@computershare.co.za

ANALYTICS 70 Marshall Street Johannesburg 2001 PO Box 536 Auckland Park 2006 Telephone 27 11 370 5000 Facsimile -27 11 688 7727 Email: analytics@computershare.co.za CST OUTSOURCING LIMITED (a joint venture company) PO Box 24 Newtown 2113

Telephone 27 11 370 5000 Facsimile 27 11 688 7726 Email: outsourcing@computershare.co.za

CORPORATE DIRECTORY

Directors

Alexander Stuart Murdoch (Chairmail Christopher John Morris (Chief Listen der Officer) Thomas Michael Barth WHAT IS NO SERVICE Milator Adams Markus Kerber Penelope Jane Maclagan Anthony Norman Wales

Company Secretaries

Paul Xavier Tobin Mark Benjamin Davis

Registered Office

Yarra Falls 452 Johnston Street Abborsford Victoria Australia 3067 Telephone +61 3 9415 5000 Facsimile +61 3 9473 2500

Stock Exchange Listings

AUSTRALIAN STOCK EXCHANGE LIMITED THE NEW ZEALAND STOCK EXCHANGE

Solicitors

MINTER ELLISON Level 23, Rialto Towers 525 Collins Street Melbourne Victoria 3000

Auditors PRICEWATERHOUSE COOPERS 333 Collins Street Melbourne Victoria 3000

STATE OF STATE

CONTRACTOR INVESTOR SERVICES PTY LIMITED Yarra Falls 452 Johnston Street Abbotsford Victoria 3067 PO Box 103 Abbotsford Victoria Australia 3067 Telephone +61 3 9415 5087 Facsimile +61 3 9473 2500

Investor Relations

Yarra Falls 452 Johnston Street Abbotsford Victoria 3067

Telephone + 61 3 9415 5000 Facsimile + 61 3 9473 2426 Email investor.relations@computershare.com.au Website www.computershare.com

Bankers

NATIONAL AUSTRALIA BANK LIMITED 500 Bourke Street Melbourne Victoria 3000

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED 530 Collins Street Methourne Victoria 3000

THE ROYAL BANK OF SCOTLAND PLC Corporate and Institutional Banking 135 Bishopsgate London EC2M 3UR

Designed and printed by Computershare Document Services

Sydney 6 Hope Street Exmington NSW 2135 Ph 02 8877 3000 Fax 02 8877 3111

Melbourne 5 Westside Avenue Port Melboarne Vic 3207 Ph 03 9676 0444 Fax 03 9646 9566 or (03) 9646 9535

Printed on 50% recycled paper. Virgin wood litike from sustainable plantation forests. Eastental chlorina free - exygen bleached.

2002

www.computershare.com

NU IC OF

Notice is hereby given that the 2004 Annual General Meeting of Computershare Limited (ABN 71 005 485 825) will be held
on 10 November 2004 commencing at 10:00 am at Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 30

Computershare Limited ABN 71 005 485 825 Registered Office: Yarra Falls; 452 Johnston Street, Abbotsford, Victoria 3067 Australia

Notice of Annual General Meeting

BUSINESS

1. Chairman's Address and the Presentation by the Chief Executive Officer

2. Financial Statements and Reports

Consideration of the annual Financial Report, Directors' Report, and Auditor's Report for the year ended 30 June 2004.

The auditor of Computershare Limited will be available to receive questions and comments from shareholders about the preparation and content of the Auditor's Report and the conduct of the audit.

3. Re-election and Election of Directors

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

• (a) Mr AS Murdoch
• (b) Mr PD DeFeo; and
• (c) Dr M Kerber.

4. Adoption of New Constitution

To consider and if thought fit pass the following resolution, which will be proposed as a special resolution:

"That the Company repeal its existing Constitution and that the Company approve and adopt as its new Constitution the provisions contained in the printed Constitution document submitted to this Annual General Meeting and, for the purpose of identification, signed by the Chairperson of this Annual General Meeting."

5. Non-Executive Directors' Remuneration

To consider and if thought fit pass the following resolution:

"That the maximum annual amount of directors' remuneration available to be paid to all non-executive directors in aggregate be increased by \$250,000 per annum from \$750,000 per annum to \$1,000,000 per annum."

6. Other Business

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

VOTING EXCLUSION STATEMENT

As required by the ASX Listing Rules, the Company will disregard any votes cast on resolution 5 (Non-Executive Directors' Remuneration) by any director of the Company and any of their associates. However, the Company need not disregard a vote if it is cast by a director as proxy for a person who is entitled to vote in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

COPY OF PROPOSED CONSTITUTION AVAILABLE FOR INSPECTION

A copy of the proposed new constitution is available for inspection or request by any member at any time during business hours prior to the time of the meeting. The document may be inspected at the Company's registered office. Inspection can be arranged by calling the company secretary on (03) 9415 5112. A copy of the proposed new constitution will also be available for inspection at the meeting.

By Order of the Board

PX Tobin Company Secretary Melbourne, Australia 30 September 2004

Explanatory Notes

Financial Statements and Reports

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

The Corporations Act does not require shareholders to vote on the reports. However, shareholders will be given a reasonable opportunity to raise questions on the reports at the meeting, including questions about the preparation and content of the auditor's report and the conduct of the audit.

Re-election and Election of Directors

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

Mr AS Murdoch is due to retire by rotation in accordance with the Company's Constitution and, being eligible, presents himself for re-election.

Mr PD Defeo is due to retire by rotation in accordance. with the Company's Constitution and, being eligible, presents himself for re-election.

Under Rule 63 of the Company's Constitution and ASX Listing Rule 14.4, a director appointed either to fill a casual vacancy or as an additional director holds office until the next annual general meeting, and is then eligible for election. Accordingly, Dr M Kerber retires under Rule 63 and offers himself for election.

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

Alexander (Sandy) Stuart Murdoch uda, BEC, ASA, ASIA

Mr Murdoch joined the Board as non-executive Chairman when the Company listed in 1994. His previous experience included five years with merchant bank Chase NBA Group Limited, in

corporate finance and lending, and twelve years as the Chief Executive Officer of Linfox Transport Group.

Mr Murdoch is also Chairman of the nomination committee and is a member of the remuneration committee and the risk and audit committee. He is based in Melbourne and is an independent director.

Philip Daniel DeFeo

BA Economics (fona, USA)

Mr DeFeo joined the Board in May 2002 as a non-executive director. Mr DeFeo is current Chairman and Chief Executive Officer of the California based Pacific Exchange, one of the world's leading derivatives markets.

Before taking up his role at PCX, Mr DeFeo held several senior executive positions in the securities industry in the United States including:

• President and CEO of Van Eck Associates Corp., a diversified global mutual fund and brokerage company
• Executive Vice President and Director of Marketing and Customer Service at Cedel International, the second largest provider of Eurobond clearance and custody services
• Senior Vice President and a member of the Operating Committee at FMR Corporation (parent of Fidelity Investments); and
• Managing Director for Worldwide Equities Operations and Systems at Lehman Brothers.

Mr Defeo is Chairman of the remuneration committee and a member of the nomination committee. He is based in California and is an independent director.

Dr Markus Kerber Dipl. OEC, Dr. Rer. Soc. Dr Markus Kerber was appointed to the Board on 18 August 2004 as a non-executive director.

Dr Kerber is Vice Chairman of the Supervisory Board of GFT Technologies, one of Europe's leading IT services companies in

the banking, logistics and industrial sectors. He is a major shareholder of GFT and has been its CFO and COO for many years, where he has been responsible for GFT's expansion strategy across Europe.

Before joining GFT, Dr Kerber worked as an investment. banker in London in the equity capital markets divisions. of Deutsche Bank AG and S.G. Warburg & Co. Limited in London. Dr Kerber is also a strategy consultant for the Conservative Party at the German Reichstag in Berlin and a member of the London-based International Institute for Strategic Studies (IISS).

He is a member of the nomination committee, is based in Berlin and is an independent director.

Recommendation

The Board unanimously supports the re-election of Mr Murdoch and Mr DeFeo and the election of Dr Kerber.

Explanatory Notes (cont'd)

ADOPTION OF NEW CONSTITUTION

This explanatory note sets out the key differences between the Company's existing constitution (Existing Constitution) and the proposed new Constitution to be adopted by shareholders (Constitution).

A copy of the Constitution is available for inspection on request by any member during business hours prior to the time of the meeting. The document may be inspected at the Company's registered office. Inspection can be arranged by calling the company secretary on (03) 9415 5112. A copy of the proposed new constitution will also be available for inspection at the meeting.

Definitions and Clause References

Unless otherwise defined, capitalised terms in this explanatory note are as defined in the Constitution.

All clause references are to clauses in the Constitution.

Overview

The purpose of adopting the Constitution is to bring the Existing Constitution (adopted at the Company's AGM on 2 November 2000) up to date with the current law. In the period since the Existing Constitution was adopted, there have been some changes to corporate law in Australia.

The Constitution has been amended to reflect any applicable changes in the law arising out of the enactment of:

• the Corporations Act 2001 (Corporations Act) (which superseded the old Corporations Law)
• the Financial Services Reform Act 2001; and
• the Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004 (CLERP 9).

Some definitions in the Constitution have been changed as a result of:

• updates to the Corporations Act; and
• the adoption of the ASTC Settlement Rules (formerly the SCH Business Rules).

In addition, the Constitution sets the maximum interest rate which may be charged by the Company on moneys. owed at 20% (clauses 22, 25.2, 26.3 and 30.1).

Key Changes

Rights (clause 4(c)

The Constitution provides that Shares attract the right to participate equally to the terms of a reduction of capital.

Disposal of Shares (clause 31.1)

The Constitution now allows the Company to receive the consideration for a Share sold under a lien sale.

Entitlement to transmission (clause 36)

The Constitution now contains an additional provision stipulating that any person who is registered as a result of transmission of Shares as a consequence of death, mental incapacity or bankruptcy, must indemnify the Companyagainst all liabilities, costs, losses and expenses incurred by the Company as a result of registering the person.

Notice (clause 40)

The Constitution contains the following extra requirements in relation to a notice used to call a general meeting:

• (a) if a special resolution is to be proposed at the meeting, the notice must set out the intention to propose the special resolution and state the resolution
• (b) the notice must include such statements about the appointment of proxies as are required by the Corporations Act; and
• (c) specify a place and facsimile number and may specify an electronic address or other electronic means for the purposes of proxy appointments or proxy appointment authorities.

Chairperson (clause 44.4)

The Constitution provides that during a meeting and inrespect of any specific item or items of business, the chairperson may elect to vacate the chair in favour of another person nominated by the chairperson. The replacement chairperson will have all the powers of the chairperson during that item of business or those items. of business.

Auditor's attendance at annual general meeting (clause 51.1)

The Constitution has been amended to comply with the new requirements under CLERP 9 that auditors attend the annual general meeting, prepare a list of questions relevant to the audit which have been posed by members prior to the meeting and answer any questions posed by members which are relevant to the audit.

Votes by proxy (clauses 56.6, 56.7)

The Constitution sets out the options available to a proxywhere an appointment directs the way the proxy is to vote on a particular resolution. It provides that:

• (a) a proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote in the way directed
• (b) if the proxy has two or more appointments that specify different ways to vote on the resolution then the proxy must not vote on a show of hands
• (c) if the proxy is the chair, the proxy must vote on a poll and must vote as directed; and
• (d) if the proxy is not the chair, the proxy need not vote on a poll but if the proxy does so, the proxy must vote as directed.

The Constitution provides that if a member nominates the chairperson as proxy (or the chairperson is to act as a proxy because the proxy form is blank), the person acting as chairperson in respect of an item of business at the meeting must act as proxy under the appointment in respect of that item of business.

Documents appointing proxy (clauses 57.1 and 57.2)

The Constitution allows a valid proxy to be appointed where the appointment contains the information required by section 250A(1) of the Corporations Act and is either signed or otherwise authenticated in accordance with the authentication mechanisms prescribed by the Company or permitted by the Corporations Regulations 2001 (Cth).

Lodgment of Proxy (clause 59.3)

The Constitution provides for the Company to receive a proxy or attorney or other authority which is signed or, in the case of an electronic document, authenticated in accordance with the Corporations Act.

Appointment of directors (clause 64.4)

The Constitution provides that when a director is appointed or elected at a general meeting that director is taken to have been appointed or elected with effect from immediately after the end of that general meeting unless the resolution. by which the director was appointed or elected specifies a different time.

Additional and casual directors (clause 65.2)

The Constitution provides that a director appointed to fill a casual vacancy or appointed as an additional director will only hold office until the end of the next annual general meeting of the Company, at which the director may be re-elected, unless the appointed director is an executive director and the ASX Listing Rules do not require that director be subject to retirement in accordance with the clause.

Remuneration of non-executive directors (clause 68.9)

The Constitution provides that Shares may be provided to non-executive directors as part of their remuneration in accordance with the rules of any share plan for the remuneration of non-executive directors that may be introduced by the Company.

Directors' Interests (clause 75.6)

The Constitution provides that a director must disclose. to the Company all its interests in any Shares or other securities in the Company when required to do so by the secretary. This is to enable the Company to comply with any disclosure obligations it has under the Corporations. Act or the ASX Listing Rules.

Delegation (clause 79)

The Constitution provides that the directors may delegate any of their powers, other than those which by law must be dealt with by the directors as a board, to a committeeor committees, a director, an employee or any other person, who in turn may be authorised by the directors to sub-delegate all or any of those powers.

Validity of acts of directors (clause 81)

The Constitution provides that an act done by a director is effective even if their appointment, or the continuance of their appointment, is invalid because the Company or director did not comply with the constitution or any provision of the Corporations Act. The clause specifies that it does not deal with the question whether an effective act by a director binds the Company in its dealings with other people or makes the Company liable to another person.

Local management - general (clause 85.3)

The Constitution allows the directors at any time to revoke or vary a delegation made under clause 85.

Dividends (clause 92.2)

The Constitution allows for the directors to determine different methods for payment of a Dividend, for example, a different method to apply to particular members, determined by reference to the geographic locations of members.

Payment (clause 100)

The Constitution provides that dividends and any other money payable by the Company to a member will be paid by electronic funds transfer unless otherwise determined by the directors. The directors may declare different methods for payment to apply to particular members. In addition, the Company may withhold payments in circumstances where a member has not provided the requisite information to effect a payment and invest such payments for its own use and benefit until claimed (clause 103).

Notice (clause 105)

The Constitution allows for a notice to be sent to an electronic address and for a Notice of Meeting to be provided in accordance with section 249J(3) of the Corporations Act.

Explanatory Notes (cont'd)

Indemnity (clause 109)

The Constitution provides for GST to be paid on any amount paid by the Company to indemnify a director. The Company can also advance money to an officer for a liability incurred pending the outcome of any findings. of a relevant court or tribunal which would have a bearing on whether the Company is in fact liable to indemnify the officer. The Company can recover the advance from the officer as a debt if the directors later form the view that the Company is not liable to indernnify the officer.

Shareholder disclosure (clause 110)

The Constitution provides that if a member has entered into any arrangement restricting the transfer or other disposal of Shares and the Company is required to disclose those arrangements under the ASX Listing Rules, then the member must provide to the Company such information that the Company requires and by the time that the Company requires, to comply with the Company's disclosure obligations.

Recommendation

The Board unanimously recommends that you vote in favour of the resolution to adopt a new Constitution for the reasons set out above.

Non-Executive Directors' Remuneration

The current fevel of total remuneration for all non-executive directors is capped at \$750,000. To enable the existing non-executive directors to be paid their proposed 2004 remuneration in accordance with the amounts set out in the following table and to provide scope for further Board appointments, it is proposed that the amount that the Company may pay to its non-executive directors as a group be increased by \$250,000 from \$750,000 to \$1,000,000.

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

Name of non-executive director	Proposed non-executive directors' remuneration for financial year ending 30 June 2005
A S Murdoch	\$185.000
AN Wales	\$130.000
PD DeFeo	\$130.000
TM Butler	\$130.000
WE Ford	\$130.000
M Kerber	\$130,000
Potential additional director(s)	\$130,000 per director

Recommendation

Given the interest in this matter by each non-executive director, the Board makes no recommendation on this item.

Information for Sharehold

Voting and Proxy Votes

• 1. A shareholder entitled to attend and vote at the meeting has the right to appoint a proxy or, if the shareholder is entitled to cast two or more votes, two proxies.
• 1. A shareholder wishing to appoint a proxy may use the form provided with this Notice of Meeting. Alternatively, a shareholder may appoint a proxy by the electronic medium available at the Company's website www.computershare.com. Shareholders who use this medium will be taken to have signed or authenticated their proxy form if it is submitted in accordance with the instructions given on the website.
• 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.
• 1. A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the shareholder appoints two proxies and the appointment does not specify the proportion. or number of the shareholder's votes each proxy may exercise, each proxy may exercise one half of the shareholder's votes. If the shareholder appoints two proxies, neither proxy may vote on a show of hands.
• 1. A shareholder may direct their proxy how to vote by placing a mark in one of the boxes opposite each item of business on the proxy form. All of the shareholder's securities will be voted in accordance with such direction. If a shareholder marks more than one box on an item, their vote on that item will be invalid.
• 1. The Company's Chairman, Mr Murdoch, will chair the meeting and intends to vote all undirected proxies in favour of all of the resolutions. Similarly, all directors will vote undirected proxies in favour of all of the resolutions. If you wish to appoint the Chairman or another director as your proxy and you do not wish to direct them how to vote, please tick the appropriate box on the form, otherwise your votes on the resolution proposed in item 5 cannot be counted.
• 1. A proxy form must be signed or otherwise authenticated by the shareholder or the shareholder's attorney and if the proxy appointor is a corporation, then it must be signed or otherwise authenticated in accordance with the Corporations Act or under the hand of an attorney. Where two or more persons are registered as a shareholder, each person must sign or authenticate the proxy form.
• 1. If the proxy form is completed by an individual or a corporation under Power of Attorney, that Power of Attorney under which the form is signed or authenticated must be provided to the Company with the completed proxy form, unless the Company has previously noted that Power of Attorney.

• To be effective, the proxy form, together with any authority under which the proxy form was signed that has not already been provided to the Company, must be received by the Company's share registry at its registered office at 452 Johnston Street, Abbotsford, Victoria 3067 Australia by no later than 10:00 am (Melbourne time) on 8 November 2004.

Proxies, together with any authority under which they were signed that has not already been provided to the Company, may also be lodged by facsimile if received by no later than 10:00 am (Melbourne time) on 8 November 2004. The facsimile number for this purpose is +61 3 9473 2555.

Shareholders are also able to vote electronically by accessing the website www.computershare.com. At the website, shareholders will be able to view an electronic version of the proxy form, which, after authentication, will accept votes and register them accordingly. A shareholder who wishes to use this medium must register their votes by no later than 10:00 am (Melbourne time) on 8 November 2004.

• 1. The Company has determined, in accordance with requiation 7.11.37 of the Corporations Regulation 2001 (Cth), that for the purposes of the meeting (including voting), shares will be taken to be held by those persons recorded in the Company's register as at 7:00 pm (Melbourne time) on 8 November 2004.
• 1. Shareholders who do not plan to attend the meeting are encouraged to complete and return a proxy form. Shareholders may attend and vote at the meeting. even if they have sent a proxy form and they may withdraw their proxy.

Corporate Representatives

Corporate shareholders and corporate proxies may appoint a representative in accordance with the Corporations Act, in which case the Company will require a certificate appointing the corporate representative.

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

How to get to the AGM

Location

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

Where it is

By train

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

By bus

Bus route numbers 200, 201, 205 and 27 stop outside the Yarra Falls building on Johnston Street.

By car

Car parking is available on Johnston Street and in the surrounding streets subject to availability.

Registration

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

www.computershare.com

All correspondence to:

Mark this box with an 'X' if you have made any channes to your name or address details (see reverse)

Computershare Limited ABN 71 005 485 825 GPO Box 242 Melbourne Victoria 3001 Australia Enquiríes (within Australia) 1300 307 613 (outside Australia) 61 3 9415 4222 Facsimile 61 3 9473 2555

Appointment of Proxy

I/We being a member/s of Computershare Limited and entitled to attend and vote hereby appoint

	the Chairman of the Meeting (mark with an $X$ )	)R	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 10000000000000000000000000000000000000
--	-------------------------------------------------------	----	----------------------------------------------------------------------------------

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy

or if the individual or body corporate named is absent from the meeting, or if no individual or body corporate is named, the Chairman of the meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given to vote, as the proxy sees fit or to abstain from voting) at the Annual General Meeting of Computershare Limited to be held at Yarra Falls, 452 Johnston Street, Abbotsford Victoria, Australia on Wednesday, 10 November 2004 at 10:00am and at any adjournment of that Meeting.

IMPORTANT: FOR ITEM 5 BELOW

If the Chairman of the meeting is to be your proxy and you have not directed your proxy how to vote on item 5 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of that Item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on Item 5 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the meeting intends to vote undirected proxies in favour of Item 5.

Voting directions to your proxy - please mark

Ordinary Business
	Item 3(a). To re-elect Mr A. S. Murdoch as a Director of the company
	Item 3(b). To re-elect Mr P. D. DeFeo as a Director of the company
	Item 3(c). To elect Dr M. Kerber as a Director of the company

For	Against	Abstain*
	t î ÷	555555
	ī.
		ī

to indicate your directions

Adoption of new Constitution ltem 4. Non-Executive Directors' Item 5. Remuneration

For	Against	Abstain

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If you are entitled to 2 or more votes, you may direct your proxy, on a poll, to vote the whole or only a portion of your votes on any item or cast your votes in different ways on any item. See note 4 on the back of this form for further details.

Appointing a second Proxy

I/We wish to appoint a second proxy

www.com	Mark with an 'X' i
R	wish to appoint a
	second proxy.

th an 'X' if you $\%$ AND 0R

State the percentage of your voting rights or the number of securities for this Proxy Form.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1	Securityholder 2	Securityholder 3
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Sole Director and Sole Company Secretary	1999 - Johann Maria (f. 1989), skrivater (f. 1989) ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Director	Director/Company Secretary	1991 - Jan Albert Hall, Amerikaansk filozof ( ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Contact Name		Contact Daytime Telephone	Date

007519 - V4

How to complete this Proxy Form

1 Your name and address

This is your name and address as it appears on the share register of Computershare Limited. If this information is incorrect, please mark the box and make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your shares using this form.

Appointment of a proxy 2

If you wish to appoint the Chairman of the meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the meeting please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the meeting will be your proxy. A proxy need not be a shareholder of Computershare Limited.

3 If the Chairman of the meeting is your proxy

If the Chairman of the meeting is your proxy and you have not directed your proxy how to vote on item 5 on the proxy form please place a mark in the box where indicated on the form. By marking this box you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of that item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark the box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on Item 5 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the meeting intends to vote undirected proxies in favour of Item 5.

Votes on items of business 4

You may direct your proxy how to vote by placing an 'X' in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate that your proxy is:

• to vote only a portion of your votes on any item; or
• to cast your votes in different ways on any item,

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

If you do not mark any of the boxes on a given item, your proxy may vote as your proxy chooses. If you do not direct all of your votes on any item, your proxy may vote as your proxy chooses in respect of your undirected votes. If you direct your proxy to cast your votes in different ways on any item, your proxy must not vote on a show of hands in respect of that item.

If you mark more than one box on an item with an 'X', your vote on that item will be invalid. If you insert percentages or number of shares in boxes on any item that in total exceed 100% or exceed the number of shares you hold as the voting entitlement time of 7:00pm (Melbourne time) on 8 November 2004, your vote on that item will be invalid, unless you have inserted a number of shares in one box only on an item which exceeds the number of shares you hold at that time, in which case it will be taken to be valid for the shares held at that time.

Appointment of a second proxy 5

You are entitled to appoint up to two proxies as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you:

• should on each of the first proxy form and the second proxy form state the percentage of your voting rights or number of securities applicable to that $(a)$ form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• must return both forms together in the same envelope. $(b)$

6 Signing instructions

a followed in the energy provided Distance address and

	TOU MUST SIGN THIS TONN AS TOROWS IN The Spaces provided.
Individual:	where the holding is in one name, the shareholder must sign.
Joint Holding:	where the holding is in more than one name all of the shareholders must sign.
Power of Attorney:	to sign under Power of Attorney, you must have either already lodged this document with the registry or attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	this form must be signed by either two Directors or a Director and a Company Secretary. Alternatively, where the company has a Sole Director and, pursuant to the Corporations Act there is no Company Secretary, or where the Sole Director is also the Sole Company Secretary, the Director may sign alone. Defete titles as applicable.

If a representative of a corporate Securityholder or proxy is to attend the meeting, the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the company's share registry.

Lodgement of proxy

This proxy form (and a certified copy of any Power of Attorney under which it is signed) must be received no later than 10:00am (Australian Eastern Summer Time) on 8 November 2004, being 48 hours before the time for holding the meeting. Any proxy form received after that time, or signed under a Power of Attomey, a certified copy of which is received after that time, will not be valid for the scheduled meeting. Proxies must be lodged at the registered office of Computershare Limited, Yarra Falls, 452 Johnston Street, Abbotsford, VIC 3067, Australia (Postal Address: GPO Box 242, Melbourne VIC 3001) or faxed to the registered office on facsimile number 61 3 9473 2555. Alternatively, shareholders may vote online at www.computershare.com. Votes must be received at that website by no later than 10:00am (Melbourne time) on 8 November 2004.