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certainty ingenuity advantage

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OVERVIEW

02 Financial Highlights 03 Performance Indicators 04 Chairman and Chief Executive Offi cer Review 06 Management Discussion and Analysis 08 Regional Overviews
13 Corporate Social Responsibility

GOVERNANCE

14 Corporate Governance Statement
22 Directors’ Report
36 Auditor’s Independence Declaration

FINANCIALS

37 Income Statements
38 Balance Sheets 39 Statements of Changes in Equity 40 Cash Flow Statements
41 Notes to the Financial Statements

REPORTS

89 Directors’ Declaration
90 Statement to the Board of Directors
91 Independent Auditor’s Report

FURTHER INFORMATION

93 Shareholder Information
95 Offi ce Locations
96 Corporate Directory

PAGE 1

Financial Highlights

	JUNE2008	JUNE2007	% CHANGE
PROFIT (US$M)
Sales revenue	1,564.0	1,404.2	11%
Earnings before interest, tax, depreciation and amortisation*	479.2	370.5	29%
Net prof t after OEI*	290.4	219.4	32%
BALANCE SHEET (US$M)
Total assets	2,238.0	1,735.1	29%
Total shareholders’ equity	770.2	832.6	-7%
PERFORMANCE INDICATORS
Basic earnings per share	50.12cents	39.08cents	28%
Management earnings per share*	51.61cents	36.68cents	41%
Operating cash f ow	$347.3M	$321.0M	8%
Net debt to EBITDA*	1.6times	0.9times
Return on equity	40.2%	26.4%
Staff numbers	12,480	10,465

These fi nancial indicators are based on Management adjusted results that exclude certain items to permit more appropriate and meaningful analysis of underlying performance on a comparative basis.

Financial Calendar

2008

5 SEPTEMBER Books close for fi nal dividend

19 SEPTEMBER Final dividend paid

11 NOVEMBER The Annual General Meeting of Computershare Limited ABN 71 005 485 825

LOCATION: Computershare Conference Centre Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067

TIME: 10.00am

2009

11 FEBRUARY Announcement of fi nancial results for the half year ending 31 December 2008

“Computershare delivered record earnings despite challenging global market conditions. We expect another strong performance in FY2009.” W.S. Crosby, President and CEO

PAGE 2 Computershare Annual Report 2008

Performance Indicators

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

+ % + % + %
EPS 41 11 29
Earnings [] Sales EBITDA []
Revenue
04 05 06 07 08 04 05 06 07 08 04 05 06 07 08
PER SHARE (US cents) (US$M) (US$M)
479.2
51.61
1,564.0
1,404.2 370.5
36.68 1,198.3
240.1
795.7
22.74
619.1 158.5
16.12
130.3
13.52
----- End of picture text -----

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

% + % + %
Margin at 30 Cash Flow8 Assets29
EBITDA Operating Cash Total
Margin [] Flow Assets
04 05 06 07 08 04 05 06 07 08 04 05 06 07 08
% (US$M) (US$M)
30.3 347.3 2,238.0
321.0
26.1 1,735.1
20.5 1,555.5 1,602.8
19.6 19.8
183.6
109.8 818.7
96.3
----- End of picture text -----*

Regional Analysis

Total Revenue EBITDA

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

%
ROE at 40
Return on
Equity
04 05 06 07 08
%
40.2%
26.4%
19.4%
15.1%
13.3%
----- End of picture text -----

Indicators presented on this page were prepared under “AGAAP” prior to 2005

PAGE 3

Management adjusted basis

Chairman and Chief Executive Offi cer Review

CONTINUED GROWTH

We are delighted to present Computershare’s 2008 annual report, detailing a fi fth successive year of record earnings. Computershare’s impressive performance was achieved despite turbulent global fi nancial market conditions and the impact of reduced northern hemisphere interest rates.

Pleasingly, the consolidated group performed strongly despite weaker performances from some business lines.

We look forward to earnings growth for the sixth consecutive year in 2009.

THE YEAR IN REVIEW

Computershare delivered record fi nancial earnings, increasing earnings per share (on a management adjusted basis) by 41% from 36.68 to 51.61 cents per share. This represents Management net profi t after Outside Equity Interest (“OEI”) of $290.4 million. Total revenues increased by 12% to $1,582.5 million, while operating cash fl ows grew 8% to $347.3 million.

North America

The North American businesses delivered marginally lower revenue following excellent results in FY2006/2007, with reduced northern hemisphere interest rates and slower corporate transaction activity resulting in a variety of successes throughout the region. An uplift of 16% in EBITDA was achieved despite revenue falling 2% to $766.9 million, delivering 51% of the Group’s EBITDA. North American regional highlights included:

Maintained the largest market share of top-tier issuers – with over a third of the S&P 500

Georgeson managed the proxy solicitation for TXU Corporation’s acquisition by a private equity consortium

Facilitated some of the largest deals in Canadian history, including the Rio Tinto offer for Alcan worth $37.6 billion.

Europe, Middle East and Africa (EMEA)

A widespread contribution from all businesses ensured an improved regional result. The UK’s Investor Services and Plans businesses continued to expand and win a number of important clients, while the smaller businesses of Ireland, South Africa and Russia all exceeded expectations. Revenue for the region grew 19% to $371.0 million, resulting in a contribution of 26% of consolidated EBITDA. EMEA regional highlights included:

Acquired VEM Aktienbank AG, one of Germany’s most active corporate actions banks

The Investor Services business facilitated the £11.6 billion RBS Rights Issue – the largest in European corporate history

The UK custodial tenancy Deposit Protection Service administration continued to exceed expectations.

Asia Pacifi c

The Asia Pacifi c region’s excellent result was driven by strong corporate transaction activity and another successful year for the Australian Investor Services business. Improved performances from the Hong Kong and Indian businesses, aided by the continued momentum of IPO activity from China, also drove the excellent outcome. Overall revenue increased to $437.0 million, resulting in a 23% contribution to Group EBITDA. Asia Pacifi c regional highlights included:

Continued IPO activity in Hong Kong, including four IPOs that each registered over 500,000 applications

Acquired customer communication solutions company QM Technologies

Handled Wesfarmers’ AU$2.6 billion rights issue.

Global

The success of Computershare’s Global Capital Markets Group and Global Transaction Unit continued, with an increase in cross-border activity such as IPOs, secondary listings, M&As and reincorporations. Major examples included the provision of exchange services for Rio Tinto’s $38 billion bid for Alcan, Citigroup’s acquisition of Nikko Cordial in Japan, Barclays Global Investor’s cross-listing of NYSE listed ETFs on the ASX, and the demerger of Dr PepperSnapple Inc (USA) from Cadbury Schweppes PLC (UK) – creating Cadbury PLC (UK). The Group processed over 27,000 transactions from brokers and other market participants and is now also investigating opportunities created by stock exchanges (e.g. India, Hong Kong and China) to attract international issuers.

CAPITAL MANAGEMENT

As a result of the buy back program during FY2008, shareholders’ equity decreased by $62.4 million or 7%, while operating cash fl ow grew 8% to $347.3 million.

PAGE 4 Computershare Annual Report 2008

Dividend

A fi nal dividend of AU11 cents per share (30% franked) is to be paid on 19 September 2008. This follows an interim dividend of AU10 cents per share (20% franked) paid on 25 March 2008. Total dividends for 2008 increased 24% to AU21 cents per share.

On-market ordinary share buy back

On 15 November 2006 Computershare announced an on-market buy back of up to 25 million ordinary shares over a period of six months. On 24 May 2007 Computershare announced an extension of the buy back period until 29 November 2007. On 15 August 2007 the Company announced that the buy back was to be increased to a total of 45 million ordinary shares under the existing program. The on-market buy back was completed on 18 October 2007. The Company purchased 45 million ordinary shares at a total cost of AU$445.8 million during the entire program. This included the purchase of 35,205,009 shares at a cost of AU$343.2 million during FY2008. Issued ordinary shares outstanding were 555,654,059 at 30 June 2008, a net reduction during FY2008 of 35,205,009.

Debt

The Group increased bank debt facilities from AU$400 million to US$750 million throughout FY2008 and raised an additional US$235 million from the US Private Placement market post balance date. This brought total available debt facilities to US$1.30 billion of which US$1.05 billion was drawn at the date of this report.

TECHNOLOGY PRIORITIES

Computershare’s total technology expenditure rose 19% to $157.2 million, and ratio of technology expenditure to sales revenue increased to 10%. The total spend included $64.8 million in research and development expenditure, which was expensed during the period.

The Company continued to focus on enhancing client solutions using common technology applications and re-investing in technology to facilitate the globalisation of its products. The year saw successful implementations on a number of projects including the UK Depository Protection Scheme, InSearch Broker Portal, .NET rewrites of web services and self-service tools for our core business groups. The regulatory and compliance environment continues to be a strong focus with investment in and implementation of products and tools across the enterprise, such as data encryption and data leakage prevention, to further enhance our capabilities.

Priorities include a continued focus on client reporting using data warehouse techniques, improving the functionality of our internal workfl ow systems to drive operational effi ciency and quality, and the integration of product suites from acquired entities.

We acknowledge the signifi cant contribution over many years of Penny Maclagan, who stepped down as head of the Technology Group. Penny has been replaced by Stuart Irving, formerly CIO of Computershare’s operations in North America.

ACQUISITIONS

Computershare continued its strategy of consolidating businesses around the world and pursuing diversifi ed revenue sources. Acquisitions included:

4 July 2007 – acquired Datacare Software Group Limited (“Datacare”), one of the world’s leading suppliers of entity management and subsidiary governance software solutions
24 July 2007 – acquired transfer agency business of US-based UMB Bank
8 October 2007 – acquired Restricted Stock Systems, Inc. (RSS), a software solutions provider for company insiders
18 October 2007 – acquired Administar Services Group LLC, a US provider of administration services related to the settlement of securities and consumer class action litigation as well as Chapter 11 bankruptcy litigation
1 February 2008 – acquired VEM Aktienbank AG (VEM), a German corporate actions bank
26 March 2008 – acquired Australian customer communications company QM Technologies Limited
7 April 2008 – acquired Strand Business Systems and Strand Enterprises, the UK’s leading provider of electoral management software and services
Throughout FY2008 – acquired IML distributors in Australia, Belgium, South Africa and the USA.

OUTLOOK

Computershare will continue to follow a clear strategy:

Drive operational quality and effi ciency through improved measurement, benchmarking and technology.
Improve our front offi ce skills to protect and drive revenue through more effective account management, new business generation and exploitation of cross-selling opportunities.
Seek acquisition and other growth opportunities where we can add value and enhance returns for Computershare shareholders. Once again, Computershare has a strong operational and fi nancial platform to execute on this strategy and achieve continued growth.

CONCLUSION

Computershare delivered excellent results in FY2008 under diffi cult global market conditions. As such, we would like to recognise the valuable contribution from all our global staff, as well as thank the Board of Directors for their continued advice and guidance. The Company lost a valuable Director and dear friend with the passing of Mr Philip DeFeo. Phil is sadly missed.

We extend our gratitude to our shareholders and clients for their ongoing support. We look forward to another rewarding and successful year ahead.

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C.J. MORRIS Executive Chairman

W.S. CROSBY Director

PAGE 5

Management Discussion and Analysis

Computershare produced its fi fth consecutive year of record revenues, earnings and operating cash fl ows.

Management earnings per share increased 41% to 51.61 cents per share, compared to 36.68 cents per share in FY2007. Reported basic earnings per share was 50.12 cents.

Management net profi t after Outside Equity Interest (“OEI”) was $290.4 million, an increase of 32% over FY2007. Reported net profi t after OEI was $282.0 million.

The fi nal dividend was AU11 cents per share, 30% franked. Total dividends for the year were AU21 cents per share, an increase of 24% on FY2007 (AU17 cents per share).

FINANCIAL PERFORMANCE

Total revenues increased 12% to a record $1,582.5 million. Register maintenance revenues grew 13% driven by improved pricing outcomes in Canada, Australia and the UK, increased holders in Hong Kong from continued Chinese IPO activity, a full year contribution from smaller US registry acquisitions and continuation of the growth trend in India and Russia. Corporate action revenue increased 20% with a strong run of IPOs in Hong Kong in the fi rst half and the emergence of capital reorganisations (mainly in the UK and Australia) offsetting the effects of equity and fi nancial market instability, which otherwise slowed the second half.

Communication Services revenue grew 39%, driven mainly by the Permail and QM Technologies acquisitions in Australia. Fund Services revenue was 21% lower than the record achieved in FY2007 due to a lack of major transactions in the US Mutual Fund sector. This was partially offset by an 88% growth in Indian mutual fund revenues. External Technology and other revenues grew 28% underpinned by the contributions from the Datacare Software Group, Restricted Stock Systems and VEM Aktienbank AG acquisitions.

Included in the overall revenue growth was a 25% increase in margin income as higher cash balances and favourable exchange rate translation more than offset the second half decline in northern hemisphere interest rates.

Total operating expenses were again contained in FY2008, increasing 5% to $1,106.0 million as against the 12% increase in revenues. Management EBITDA was $479.2 million, an increase of 29% on the previous year. If the US Dollar had remained at FY2007 levels, Management EBITDA would have been approximately $455 million, a constant dollar increase over FY2007 of 23%. Management EBITDA Margin increased from 26% in FY2007 to 30% in FY2008. Borrowing costs increased 34% to $41.5 million as a result of increased debt levels from acquisitions and capital management initiatives.

Depreciation increased 25% to $28.6 million due to additional depreciation from acquired businesses. Amortisation increased 21% to $11.1 million due to additional spend on property leasehold improvements.

The headline effective tax rate for the year ended 30 June 2008 was 26.0% (FY2007 25.8%). The normalised effective tax rate adjusted for specifi c management adjustments (being recognition of tax losses and non-assessable gain on the sale of controlled entities) for the period ending 30 June 2008 was 26.4% (FY2007 28.5%).

REGIONAL PERFORMANCE

Regionally, revenues were derived from North America 48%, EMEA 24% and Asia Pacifi c 28%. EBITDA contribution by region was North America 51%, EMEA 26% and Asia Pacifi c 23%.

The North American region contributed revenues of $766.9 million and EBITDA of $246.2 million. The region was down marginally in revenue terms but was able to deliver a 16% uplift in EBITDA. The US and Canadian registry businesses were both fl at despite the negative impact of sizeable falls in interest rates, whilst the Canadian Fixed Interest business delivered another strong performance.

Transactional-based businesses such as Fund Services and Corporate Proxy were down on the prior corresponding period. Communication Services experienced improved fi nancial outcomes in the US, but was fl at in Canada. Employee Plans results were mixed; the Canadian business matched last year’s result whereas the US business fell below expectations partially as a result of lower activity as equity markets weakened. Smaller US acquisitions contributed to the improved EBITDA outcome.

The EMEA region contributed revenues of $371.0 million and EBITDA of $124.6 million. EMEA regional improvement was driven by widespread contributions. The UK Registry and UK Plans businesses again underpinned the overall UK business expansion whilst the smaller businesses of Russia, Ireland and South Africa all delivered markedly improved fi nancial outcomes. Full year contributions from The Deposit Protection Service (DPS) contract as well as the Datacare acquisition aided the region’s substantial progress. Germany was largely fl at on FY2007, as was the Interactive Meetings Ltd (IML) business.

The Asia Pacifi c region contributed revenues of $437.0 million and EBITDA of $108.4 million. Asia Pacifi c’s improvement was driven by another strong result from the Australian Registry business and substantial uplifts in the Hong Kong and Indian businesses. The Communication Services business in Australia benefi ted from the QM Technologies acquisition in the fourth quarter of FY2008, whilst the Australian Employee Plans, Fund Services and Corporate Proxy businesses were fl at on FY2007.

PAGE 6 Computershare Annual Report 2008

Technology Technology costs costs as a % of sales revenue

Debt facility maturity profi le

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

04 05 06 07 08 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19
(US$M) (US$M)
157.2 10.6% 600.0
10.0% 10.1%
132.0 9.6% 9.4%
115.6
79.8
65.4 235.0
200.0
123.0 124.5
- - - - 21.0 -
----- End of picture text -----

INVESTMENT ANALYSIS

Technology expenditure for the year was $157.2 million, an increase of 19% on FY2007. Technology costs include $64.8 million in research and development expenditure which was expensed during the period, compared to $43.3 million in FY2007.

Capital expenditure totalled $42.8 million, an increase of $17.1 million over FY2007. The increase was largely due to post-acquisition property-related expenditure. Capital expenditure included occupancy upgrades of $12.7 million, technology infrastructure of $22.7 million and Communication Services equipment of $4.1 million.

Computershare continued to expand globally with the acquisition of:

Datacare Software Group Limited

Transfer agency business of UMB Bank

Restricted Stock Systems, Inc.

Administar Services Group LLC

QM Technologies

VEM Aktienbank AG

IML distributors Machine Dreams Inc., Ezicomms, Four Points and Audience Alive

Strand Business Systems and Strand Enterprises.

Refer to the Chairman and CEO Review for more detail on these acquisitions.

Computershare also increased ownership in the National Registry Company in Russia (from 65% to 80%).

Refer to the Chairman and CEO Review for details of Computershare’s on-market buy back of 45 million ordinary shares.

BALANCE SHEET AND CASH FLOWS

Total assets were $2,238.0 million, fi nanced by shareholders’ funds totalling $770.2 million. Shareholders’ funds decreased by $62.4 million or 7%, as a result of the buy back program completed during FY2008.

Cash fl ows from operations were $347.3 million, an improvement of $26.3 million or 8% compared to last year. Debtor days increased slightly to 44 days, from 43 days at June 2007.

Total funding facilities at 30 June 2008 was $1,068.5 million. During FY2008 bank debt facilities increased from AU$400 million to US$750 million via one and three year tranches. The lender group increased from two to fi ve lenders.

Net borrowings increased $438.4 million to $786.7 million to fund acquisitions and ordinary share buy back activities. Gross borrowings at 30 June 2008 were $910.9 million, 109% higher than twelve months ago. Net Debt to Management EBITDA increased from 0.94 times at 30 June 2007 to 1.64 times at 30 June 2008.

POST BALANCE DATE

On 29 July 2008 Computershare completed a US Private Placement (USPP) debt raising of $235 million maturing July 2018. As a result, total funding facilities are now $1,303.5 million and the average maturity of drawn debt is 4.8 years.

On 13 August 2008 Computershare announced it had agreed principal terms for the acquisition of Busy Bees Childcare Vouchers Limited, one of the leading UK-based managers and administrators of childcare voucher schemes.

PAGE 7

North America Regional Overview

Despite a more challenging market environment, Computershare’s North American business was able to deliver 16% higher profi t than FY2007 through a focus on quality, service excellence and innovative client solutions.

During the year the North American business provided solutions to clients involved in some of the biggest transactions in corporate history.

USA

YEAR IN REVIEW

The USA business provided returns consistent with the diffi cult market conditions, with recurring revenue and earnings gains offsetting poorer returns in transaction-based businesses.

The Investor Services business maintained the largest market share of top-tier issuers – 63% of the Dow 30 and 36% of the S&P 500 – and recorded further growth driven by a number of innovative service offerings.

Despite lower returns in the past year, the Fund Services business continues to lead a generally weaker market.

Computershare continues to be a leading voice with industry organisations and the SEC in efforts to maintain a fair and balanced environment for issuers and their shareholders.

ACHIEVEMENTS

The 2008 fi nancial year featured the fi rst proxy season under the SEC’s new ‘notice and access rules’ for proxy mailings. As of 13 June 2008, 56 clients had taken advantage of Computershare’s ProxyAccess solution to mail notices, rather than full sets, to 4.8 million registered shareholders – resulting in signifi cant client savings in paper and mailing costs. Overall, only one percent of registered shareholders who received a notice requested hard-copy materials and all clients achieved a quorum for their meetings.

Georgeson managed the proxy solicitation for TXU Corporation’s acquisition by a private equity consortium - the largest leveraged buyout in history.

Computershare acted as the depositary for Home Depot’s Dutch auction which was one of the largest transactions of its kind.

All Communication Services facilities in the US have achieved ISO 9001:2000 certifi cation, highlighting their exceptional quality management standards.

The Fund Services business had a challenging year but maintained its strong market share, again handling more than 70% of deals in the industry, including top funds such as Nuveen, AIM Funds, UBS Funds and Pioneer Funds.

The Plans Software and Plan Managers businesses now offer clients a sophisticated tracking and trading solution for insider transactions through Computershare’s acquisition of Restricted Stock Systems (now the Executive Services business).

The acquisition and integration of the transfer agent business of UMB Bank was successfully executed in a short timeframe.

Administar Services Group LLC joined Computershare and will utilise the company’s core capabilities – such as print services, call centres, shareholder identifi cation services and payment processing – to grow its class action litigation and bankruptcy administration services business.

OUTLOOK AND PRIORITIES

The focus for the next fi nancial year will be on developing innovative solutions for clients and their shareholders while continuing successful quality enhancement programs.

The Georgeson business will seek to capitalise on its corporate governance experience to expand its advisory capabilities and deliver a greater share of large scale proxy contest work.

Finally, as more clients and their customers adopt electronic communications, Computershare will continue to develop solutions that are more environmentally and cost friendly.

As US investor pressure for a stronger voice in corporate governance grows, Computershare will also continue to work with issuers to provide new and improved ways of communicating with all their shareholders.

PAGE 8 Computershare Annual Report 2008

2008 HIGHLIGHTS

Maintained largest market share of top-tier issuers
Proxy solicitation for TXU Corporation’s acquisition by a private equity consortium and the facilitation of some of the largest deals in Canadian corporate history
Played a key role in the strong cross border activity in the energy and resources sector
Successful integration of TD Bank Financial Group’s Corporate Trust business and the transfer agent business of UMB Bank

==> picture [314 x 177] intentionally omitted <==

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

-2% +16%
Revenue EBITDA
04 05 06 07 08 04 05 06 07 08
(US$M) (US$M)
02
-
13
246.2
Overview
782.4 766.9 212.4
711.2
146.8
352.2
253.3 69.5
51.0
14
-
36
----- End of picture text -----

CANADA

YEAR IN REVIEW

Despite a much softer M&A market in Canada from late 2007, the Canadian business achieved more than modest revenue growth and better than expected earnings growth in FY2008.

Highlights included the successful integration of TD Bank Financial Group’s Corporate Trust business into Computershare’s client portfolio, the implementation of new operating effi ciencies in the Plan Managers business and continued leadership in IPO appointments.

Interest in the energy and resources sector has benefi ted Computershare’s Global Capital Markets business, with Canadian companies listing in overseas markets such as the UK, South Africa, Australia, Dubai and Hong Kong, and foreign companies reciprocating with listings on the TSX.

ACHIEVEMENTS

Georgeson capitalised on increased proxy contest activity, representing management on the Pulse Data, First Calgary and Tree Island Board contests.

The Corporate Trust business achieved a number of high profi le client wins, including new mandates and re-appointments through tenders. The business also expanded its global reach by acting on numerous international transactions. Overall, total debt under administration increased by $144 billion to $882 billion.

The global acquisition of Datacare enhanced Canada’s Governance Services offering and added key clients including Royal Bank, Loblaws, Magna and Encana.

Despite softer markets, the business facilitated some of the largest deals in Canadian history, such as the $37.6 billion Rio Tinto offer for Alcan and OAO MMC Norilsk Nickel’s $6.8 billion offer for LionOre, as well as TELUS Corp. in its $763 million take-over of Emergis Inc.

Communication Services achieved new product growth and further market penetration, improving economies of scale. Plan Managers secured several large clients in Western Canada and the Governance Services business secured entity management wins including Ontario Teachers Pension Plan, Fortis and Molson Coors.

OUTLOOK AND PRIORITIES

The business will continue to refi ne mature product segments with operational enhancements while leveraging key industry relationships to explore new avenues for its data management and trust capabilities.

The Canadian Federal Government’s new Tax Free Savings Account will create a major opportunity for Plan Managers when introduced in January 2009, while Governance Services is predicting a signifi cant board portal market within the Canadian issuer community.

The Global Capital Markets Group will seek to take advantage of opportunities presented by increasing numbers of multi-listed companies requiring assistance in managing shareholders in multiple regions.

PAGE 9

Asia Pacifi c Regional Overview

Computershare’s Asia Pacifi c businesses experienced another year of substantial growth, largely as a result of the continued momentum from IPO activity in Hong Kong as well as strong Australian corporate action activity.

In line with the company’s expansion efforts in new markets, earnings from the Indian business were signifi cantly higher than previous years and an offi ce was opened in Beijing.

AUSTRALASIA

YEAR IN REVIEW

Strong corporate action and transactional activity led to another outstanding year for the Investor Services business. The retention of several leading clients on improved pricing, without tender, was a highlight.

The major acquisition of ASX-listed customer communication solutions company QM Technologies solidifi ed the Communication Services business as a leading provider of innovative, technology driven communication solutions. The acquisition presents a number of further growth opportunities.

Plan Managers achieved its tenth successive year of growth. Georgeson maintained its position as the leading Australian provider of proxy solicitation services, while the New Zealand Investor Services business again performed strongly despite subdued market activity. The Fund Services business pursued signifi cant opportunities in Australia and Asia, building on its solid platform of large-scale unit registry and fund administration solutions.

ACHIEVEMENTS

Investor Services capitalised on strong M&A activity, with involvement in major transactions including Wesfarmer’s AU$2.6 billion rights issue, the AU$600 million Bank of Queensland-Home Building Society merger and NIB’s demutalisation and subsequent ASX listing. Computershare managed more than half of all Australian IPOs. Over 650 clients adopted Computershare’s online company reporting solutions, following the introduction of the Simpler Regulatory System Act in 2007.

Computershare’s global capabilities were reinforced by winning the registry appointment for global Exchange Traded Funds provider Barclays Global Investors.

The New Zealand business managed high profi le corporate actions including the Canadian Pension Plan Investment Board’s attempted partial takeover of Auckland International Airport, and accounted for over NZ$5 billion raised from debt issuances.

Georgeson represented companies during major transactions including Coles in Wesfarmers takeover bid, Toll Holding’s demerger of Asciano and BHP Billiton’s ongoing takeover battle for Rio Tinto.

Communication Services major commercial client wins included Synergy Energy and Connect East. Gateway Credit Union became Australia’s fi rst commercial eTree client, and the business’s long term partnership with David Jones was extended.

The majority of Fund Services clients have migrated to Computershare’s new TrustArchitect unit registry system, helping them to capitalise on the changing market environment.

Plan Managers handled the migration and local management of BHP Billiton’s global employee share plan, won the mandate for Brambles’ global employee share plan rollout and executed Wesfarmers’ complex acquisition of Coles and subsequent rights issue.

OUTLOOK AND PRIORITIES

A key focus will be the successful completion of the QM Technologies integration through ongoing rationalisation of systems, premises and staff and by converting new market opportunities.

Investor Services will continue to focus on margin improvement through the deployment of new products and services and operational effi ciencies. Similarly, Plan Managers will implement new market-leading technology, particularly for non-contribution schemes, while continuing to invest in operational improvements and leverage its leading market position.

Fund Services will focus on the continued development of its systems and associated web functionality and take advantage of ongoing cost focus and legacy system concerns in the fund administration market.

PAGE 10 Computershare Annual Report 2008

2008 HIGHLIGHTS

Acted for all major IPOs in Hong Kong, managing over 9.5 million applications in 15 mega fl oats
Acquired QM Technologies
Wesfarmers AU$2.6 billion rights issue
Managed the largest IPO in Indian corporate history and commenced managing the register of the leading Mutual Fund in India

+37 % Revenue	437.0	+49 % EBITDA	108.4
201.2 250.5 253.7 319.5 04 05 06 07 (US$M)	08	45.0 62.0 48.0 73.0 04 05 06 07 (US$M)	08

ASIA

YEAR IN REVIEW

Computershare’s Asian businesses continued to perform well throughout the year, although a change in market conditions and a slowdown in IPOs (but not in other corporate actions) occurred in the second half.

The Hong Kong business again performed strongly, achieving both revenue and EBITDA growth due to a consistent fl ow of IPOs from China.

In October 2007 the Computershare International Information Consultancy Services Limited business was offi cially opened in Beijing. A number of Computershare’s China-focused client service functions will now be managed out of this offi ce, providing an important local presence for Chinese clients.

The Indian business continued to prosper, maintaining profi tability in the registry business and realising substantial growth in the mutual fund services area. This business is now a clear market leader in both the equities and mutual funds registry space both in terms of market share and most importantly client service and quality.

Computershare’s joint venture in Japan with Mitsubishi UFJ Trust Bank continued to perform well in the shareholder identifi cation space, providing substantial work for Georgeson.

ACHIEVEMENTS

Computershare’s momentum in the Hong Kong IPO market continued, capturing 84% of capital raised and 65% of new listings, and adding 46 new registry clients including SOHO China Limited, Fosun International Limited and China Railway Construction Corporation Limited. During the year the business managed four IPOs with over 500,000 applications each. Computershare’s electronic IPO application service and electronic announcement service for IPO application results both recorded increased adoption rates.

The Indian Investor Services business successfully managed the fl oat of Reliance Power Limited, handling well over 10 million applications.

During the year the Indian Mutual Fund business seamlessly consolidated all investor record-keeping for the Unit Trust of India group, taking on an additional three million mutual fund accounts in the process.

Plan Managers again won the majority of employee plans opportunities in China, particularly for Chinese companies listed overseas. With the latest changes in share plan regulations affecting overseas listed companies, Computershare is the only provider with a proven capability to operate under the new regulatory regime.

In April 2008 the IML business established a sales capability in Hong Kong, expanding its presence in the Asian region and enhancing its ability to meet the increasing demand for international conferences in China.

Georgeson achieved its fi rst proxy solicitation mandate in Taiwan and continued to obtain mandates in China. Since May 2008 additional business development resources have been added to drive further Georgeson opportunities in the region.

OUTLOOK AND PRIORITIES

While Hong Kong IPO activity is not expected to return to the levels of the fi rst half of 2008 due to softening market conditions, a reasonable rate of corporate activity is expected.

The Indian business will continue to grow in the next year, leveraging the excellent foundation provided in FY2007.

Computershare will continue to leverage its presence in growing markets in the region through excellent client relationships to offer value-added services.

PAGE 11

Europe, Middle East & Africa Regional Overview

The growth of Computershare’s EMEA business continued, its improved result driven by a strong contribution from all business lines and a number of new acquisitions and important client wins. Over the coming year the group will continue to increase market presence and to look for further acquisitions across Europe.

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

+19% +46%
Revenue EBITDA
2008 HIGHLIGHTS
> Acquired German corporate action bank
VEM Aktienbank AG
> Completed £11.6 billion RBS Rights Issue
> Integral in completing Cadbury Schweppes
plc demerger
> Formed Computershare Electoral
Management Services
04 05 06 07 08 04 05 06 07 08
(US$M) (US$M)
371.0 124.6
311.3
85.1
242.3
214.5
179.1
45.3
34.3 34.6
----- End of picture text -----

YEAR IN REVIEW

Financial success has continued across all EMEA businesses, with an increase in earnings across the board.

New acquisitions included VEM Aktienbank AG, one of the most active corporate actions banks in Germany, and IML distributors in Belgium, South Africa and other locations.

The development of Governance Services (formerly Datacare and World Records) has further contributed to regional success, and market changes in information rights and deemed consent have delivered growth opportunities for Investor Services.

Computershare continues to promote paperless communications such as online annual reports, and has seen a marked increase in broker and shareholder self-service transactions.

ACHIEVEMENTS

After only a year of operation, The Deposit Protection Service is exceeding expectations in terms of client service and effi ciency. The DPS now protects 250,000 deposits and continues to grow.

In June 2008, Investor Services completed the £11.6 billion RBS Rights Issue – the largest in European corporate history. Investor Services also played a signifi cant role in both the demerger of Cadbury Schweppes plc (working with the Global Capital Markets group) and the takeover of Eurotunnel PLC by Groupe SA.

The ground breaking global tax calculator developed by the Plan Managers business and Royal Dutch Shell plc won the ‘Best Use of Technology’ award at the Global Equity Organisation Awards. Major client wins for Plan Managers included BG Group plc, Logica plc and Vodafone Group Plc.

Georgeson worked on some of the region’s largest deals, including the offer for ABN AMRO Bank N.V by Barclays Bank PLC and the cross-border tender offer for Altadis S.A. by Imperial Tobacco Group PLC. Georgeson achieved the highest ever delisting result on the Italian Stock Exchange, with 98.1% success in delisting Polynt S.p.A.

Strand Business Systems was acquired in April 2008 and re-branded as Computershare Electoral Management Services, which provides electoral management software and services to 112 local authorities across the UK.

IML continued its momentum and now services approximately 2,500 events globally, including for the fi rst time the provision of electronic voting technology to annual general meetings in Eastern Europe.

OUTLOOK AND PRIORITIES

With the recent equity and debt market turbulence the business is preparing to capitalise on increased Rights Issue activity in the coming fi nancial year.

Plan Managers will focus on further expansion into the global marketplace, specifi cally Russia and Ireland, featuring an increase in technology-based service delivery including an expanded e-communication offering to all clients.

The Electoral Management Services business will focus on growing its local authority client base, broadening its product offering and expanding further into electoral management outsourcing services.

Governance Services is set to expand its client base in Germany and the UK, while Communication Services remains focused on consistent quality and customer service.

Computershare will continue to pursue primary market presence and further acquisitions across Europe.

PAGE 12 Computershare Annual Report 2008

Corporate Social Responsibility

Computershare has spent the past year continuing to refi ne its corporate social responsibility initiatives.

® For more information visit:

Australia www.etree.com.au Canada www.etree.ca UK www.etreeuk.com USA www.etreeusa.com

==> picture [222 x 144] intentionally omitted <==

The children of Sunrise Children’s Village in Cambodia.

www.computersharecares.com

UPDATE ON KEY INITIATIVES

Environmental Policy

Computershare has strengthened the measurement of its environmental footprint. This drives strategies for reducing or offsetting its energy consumption, water and paper use, waste disposal and air travel.

Visit the Corporate Social Responsibility page at www.computershare.com for more information.

Online Investor Communications

Following the introduction of the Simpler Regulatory System Act in June 2007, over 90% of our investors will receive Computershare’s annual report in an electronic format. Of the more than 650 Australian clients who adopted our strategic online company reporting solutions, an average of only 9.5% of investors have elected to receive a printed annual report, saving the equivalent of over 700 million A4 sheets of paper and over 80,000 trees.

eTree

Computershare’s eTree initiative, now in its fi fth year, has almost 200 major companies participating around the world and has directly led to the planting of over three million trees globally by migrating more than one million investors to electronic communications. eTree operates in partnership with Landcare Australia, American Forests, Tree Canada Foundation, the Woodland Trust (UK), and Food and Trees for Africa.

Change a Life

Computershare’s Change a Life initiative has continued to fund projects that address poverty and empower communities to effect change around the world. Over AU$2.7 million has now been raised from company-matched employee donations, shareholder dividend donations, corporate contributions and fundraising programs.

The major projects supported include a farmer-managed natural regeneration project in Chad, a community development project in Laos and an educational program in Sri Lanka. In Cambodia, Change a Life continues to support the Australia Cambodia Foundation’s Sunrise Children’s Village orphanage project, and has commenced supporting CARE Australia’s Highland Community Education Program.

In South Africa, the Change a Life Mike Thomson Trust was established following the murder of Computershare Senior Manager Mike Thomson in 2007. The Trust sponsors grassroots initiatives aimed at combating crime, as well as providing support to victims of crime, with a special focus on children.

Following the success of 2007’s Change a Life Cycle Challenge in Laos, the Change a Life African Cycle Event will take place in September 2008 covering 450km and travelling through Zimbabwe, Botswana, Namibia and Zambia. The major benefi ciary of the event will be the Mike Thomson Trust.

For more information on the projects supported by Change a Life visit www.computersharecares.com

OUTLOOK AND PRIORITIES

Computershare’s long-term commitment to measuring and reducing its environmental impact and to the eTree and Change a Life initiatives will continue. We ask for the continual support of our shareholders, employees, suppliers, customers and joint venture partners, who together will share the responsibility of meeting Computershare’s environmental and Change a Life objectives.

PAGE 13

Corporate Governance Statement

1. COMPUTERSHARE’S APPROACH TO CORPORATE GOVERNANCE

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

A description of Computershare’s main corporate governance practices is set out in this corporate governance statement. All practices were in place for the entire year ended 30 June 2008, unless otherwise stated. References in this statement to the ‘Group’ refer to Computershare Limited and its controlled entities.

2. BOARD RESPONSIBILITIES

The Board is responsible for the corporate governance of the Group and is governed by the principles set out in the Board Charter, a summary of which is available from the corporate governance section of the Computershare website - 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 primarily 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 approving, the corporate strategy and performance objectives developed by management;
reviewing and ratifying systems of governance, risk management, and internal compliance and control as well as codes of conduct and legal compliance to ensure appropriate compliance frameworks and controls are in place;
approving budgets and monitoring progress against those budgets, and establishing and reporting on fi nancial and non-fi nancial key performance indicators; and
ensuring executive remuneration is appropriate and consistent with guidance provided by the Board’s Remuneration Committee.

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

managing the Group’s day to day operations in accordance with Board approved authorisations, policies and procedures;
developing the Group’s annual budget, recommending it to the Board for approval and managing the Group’s day to day operations within that budget; and
implementing corporate strategy and making recommendations on signifi cant corporate strategic initiatives.

3. COMPOSITION OF THE BOARD OF DIRECTORS

Computershare’s Constitution provides that:

the minimum number of directors is three and the maximum number of directors is ten;
at each annual general meeting, at least two directors must retire from offi ce. Re-appointment is not automatic. If retiring directors wish to continue to hold offi ce they must submit themselves for re-election by Computershare’s shareholders; and
no director (other than the Managing Director) may be in offi ce for longer than three years without facing re-election.

Membership and expertise of the Board

The Board has a broad range of necessary skills, knowledge and experience to govern the Group and understand the markets and challenges the Group faces.

PAGE 14 Computershare Annual Report 2008

As at the date of this Annual Report, the Board composition (with details of the professional background of each director) is as follows:

Christopher John Morris

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Position: Executive Chairman

Chris Morris was a founding member of Computershare in 1978 and was its Chief Executive Offi cer from 1990 to 2006. His extensive knowledge of the securities industry and its user requirements from both a national and international perspective has been instrumental in developing Computershare into a global company. His passion and strategic vision have helped to create a company that is unique in its ability to provide a full range of solutions to meet the needs of listed companies and their stakeholders.

Chris is also the Group Managing Director for the EMEA region.

Chris is Chairman of the Nomination Committee and the Acquisitions Committee and is a member of the Remuneration Committee. Chris is based in Melbourne.

Age: 60 Independent: No

W. Stuart Crosby

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Position: Chief Executive Offi cer

Age: 52 Independent: No

Stuart Crosby was appointed Chief Executive Offi cer and President of the Computershare Group in November 2006. He joined Computershare in 1999 as a strategic business development manager and, in that role, worked to build the Group’s interests in Continental Europe and Asia. In 2002, he was appointed Group Managing Director – Asia Pacifi c, responsible for operations in Australia, New Zealand, India and Hong Kong and, in 2005, he was appointed the Group’s Chief Operating Offi cer.

Prior to joining Computershare, Stuart was the National Head of Listings at the ASX, and worked for the Hong Kong Securities and Futures Commission, heading its intermediary licensing division and later as a director of enforcement.

Stuart is a member of the Nomination Committee and the Acquisitions Committee. He is based in Melbourne.

Penelope Jane Maclagan BSc (Hons), DipEd

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Position: Executive Director Age: 56 Independent: No

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

Until 2008, as head of Computershare Technology Services, Penny was responsible for planning, developing and executing technology across the world in support of the Group’s global strategy. In 2008, Penny reduced her day to day involvement and gave up her line management role.

As has been the case throughout her career with Computershare, Penny remains deeply involved in technology support and development. Her detailed understanding of Computershare’s proprietary technology and of the global securities industry greatly contributes to the maintenance of Computershare’s competitive advantage in the global marketplace.

Penny is a member of the Remuneration and Nomination Committees and is based in Melbourne.

Anthony Norman Wales FCA, FCIS

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Position: Non-Executive Director

Age: 64 Independent: Yes

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

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

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

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

PAGE 15

Corporate Governance Statement

Dr. Markus Kerber

Dipl.OEC, Dr. Rer. Soc.

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Position: Non-Executive Director

Age: 45 Independent: Yes

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

Markus is Director General at the German Ministry of the Interior and has held that position since January 2006. Between 1998 and 2005 Markus was CFO, COO and Vice Chairman of the Supervisory Board of GFT Technologies AG.

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

He is a member of the London-based International Institute for Strategic Studies (IISS) and the German Council on Foreign Relations (DGAP) in Berlin.

Markus is a member of the Acquisitions Committee, the Remuneration Committee and the Nomination Committee and is based in Berlin.

Simon Jones

M.A.(Oxon), A.C.A.

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Position: Non-Executive Director

Age: 52 Independent: Yes

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

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

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

Arthur Leslie (Les) Owen BSc, FIA, FIAA, FPMI

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Position: Non-Executive Director

Age: 59 Independent: Yes

Les Owen was appointed to the Computershare Board on 1 February 2007.

Les is a qualifi ed actuary with over 35 years experience in the fi nancial services industry. From January 2000 to September 2006, he was the Group Chief Executive Offi cer of AXA Asia Pacifi c Holdings Limited, one of Australia’s top 50 listed companies. Prior to his appointment at AXA Asia Pacifi c, he was the Chief Executive Offi cer of AXA Sun Life plc, one of the largest life insurance companies in the UK. He was also a member of the Global AXA Group Executive Board and a member of the Federal Treasurer’s Financial Sector Advisory Council.

Les is based in Bristol in the UK, although he splits his time between the UK and Australia and retains signifi cant ties to Melbourne. He is a non-executive director of Discovery Holdings, Coverzones and the Football Federation of Australia.

Les is a member of the Risk and Audit Committee, the Remuneration Committee and the Nomination Committee.

Nerolie Phyllis Withnall BA LLB FAICD

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Position: Non-Executive Director

Age: 64 Independent: Yes

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

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

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

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

PAGE 16 Computershare Annual Report 2008

4. BOARD INDEPENDENCE

The Board has considered each of the eight directors in offi ce as at the date of this Annual Report and determined that a majority (fi ve out of eight) of them are independent. The three directors who are not considered to be independent are Chris Morris, Stuart Crosby and Penny Maclagan (who are each executive directors).

The Board has recently reviewed the independence of Tony Wales in light of the revised ASX Corporate Governance Principles and Recommendations which apply to the Company for the fi nancial year ended 30 June 2009. The Board has determined that Tony Wales is able to, and does in fact exercise, an independent judgement when acting in his capacity as a non-executive director, notwithstanding that he holds a 5.24% equity interest in the Company. Accordingly, Tony Wales is now considered by the Board to be an independent director.

The four remaining directors (namely, Simon Jones, Markus Kerber, Les Owen and Nerolie Withnall) have not been previously employed by the Group, and the Board believes they do not have any other relationships that interfere with the exercise of their independent judgment.

The ASX Corporate Governance Council’s principles and recommendations which applied to the Company during the reporting period recommend that a majority of the Board should be independent directors. The Board did not comprise a majority of independent directors at all times during the reporting period as Tony Wales was not considered an independent director during the period. Bill Ford resigned during the year due to his commitments as Chief Executive Offi cer of General Atlantic LLC and Sandy Murdoch did not stand for re-election at the 2007 AGM. It was with great sadness that the Company also announced that Phil De Feo had passed away in December 2007.

The Board notes that the ASX Corporate Governance Council’s best practice recommendations also include a recommendation that the Chairman be an independent director. As previously mentioned, although he is Chairman of the Board, Chris Morris is not an independent director. He has been the driving force behind the success of Computershare, and was its Chief Executive Offi cer from 1990 to November 2006. The Board believes that it is important Chris retains an executive role and that this requirement is best met by Chris holding the position of Executive Chairman. The Board is also of the view that it is capable of making, and does make, independent decisions having regard to the best interests of the Company notwithstanding that the Chairman of the Board is not independent.

The role of Executive Chairman is separate from the position of Chief Executive Offi cer and President, which is held by Stuart Crosby. The Board has delegated overall responsibility for the day to day management of the Group to Stuart.

In addition to ensuring that the Board has a broad range of necessary skills, knowledge and experience to govern the Group, and understands the markets and challenges 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 or ‘fresh’ perspective. The Board also considers that its size should be conducive to effective discussion and effi cient decision making. The Board believes that its current composition meets these requirements.

5. BOARD MEETINGS

The Board offi cially convenes in person at least three times each year both as a Board and in conjunction with senior management in order to discuss the results, the prospects and the short and long term strategy of the Group as well as other matters, including operational performance and legal, governance and compliance issues. The Board also typically convenes formal meetings by telephone at least twice each fi nancial year to review recent Board reports, discuss matters of importance with management, make recommendations to management and discuss strategy.

The Board receives a monthly report from management which provides the Board with current fi nancial information concerning the Group and each of the regions in which it operates. Other information on matters of interest to the Board, including operational performance and major initiatives, is also provided by management as appropriate.

The Committees of the Board also meet regularly to dispatch their duties, as discussed further below.

6. BOARD COMMITTEES

As described in more detail below, four Board Committees have been established to assist the Board in discharging its responsibilities.*

The Risk and Audit Committee

The Risk and Audit Committee is governed by a Board approved charter, a copy of which is available from the corporate governance section of the Computershare website - www.computershare.com.

The principal function of the Risk and Audit Committee is to provide assistance to the Board in fulfi lling its corporate governance and oversight responsibilities in relation to the Company’s fi nancial reporting, internal control structure, risk management systems and internal and external audit functions.

The Risk and Audit Committee is chaired by Simon Jones. The Committee currently has two other permanent non-executive members, being Tony Wales and Les Owen. The Board considers that these members have the required fi nancial expertise and an appropriate understanding of the markets in which the Group operates.

The Chief Executive Offi cer, the Chief Financial Offi cer, the Global Enterprise Risk and Audit Manager and the Company’s external auditors are invited to meetings of the Risk and Audit Committee at the Committee’s discretion.

PAGE 17

Corporate Governance Statement

The Nomination Committee

The Nomination Committee is governed by a Board approved charter, a copy of which is available from the corporate governance section of the Computershare website – www.computershare.com.

The main functions of the Nomination Committee are to assess the desirable competencies of Board members, review Board succession plans, establish a framework for evaluating the performance of the Board, individual directors, the Chief Executive Offi cer and senior 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. Although Chris Morris is Executive Chairman of the Board and, therefore, Chairman of the Nomination Committee, he is not an independent director. Nonetheless, for the reasons set out above in section 4 (Board Independence), including Chris’s extensive experience and understanding of both Computershare and the industry in which it operates, the Board believes that it is appropriate for Chris to chair the Nomination Committee. 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, qualifi cations, networks and knowledge of the markets in which Computershare operates (and other markets into which it may expand) complement those of existing Board members so that the Board as a whole has the requisite skills and experience to fulfi l its duties.

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 those who have previously worked with them to assess their suitability.

The Remuneration Committee

The Remuneration Committee is governed by a Board approved charter, a copy of which is available from the corporate governance section of the Computershare website – www.computershare.com.

The principal function of the Remuneration Committee is to assist the Board in ensuring that the Group’s remuneration levels are appropriate and suffi cient to attract and retain the directors and key executives required to run the Group successfully.

The Committee is chaired by Tony Wales and consists of all Directors other than Stuart Crosby. The composition of the Committee changed after the reporting period. During the reporting period the Committee comprised Tony Wales (as Chairman), Chris Morris and Simon Jones. The Board notes that the ASX Corporate Governance Council’s best practice recommendations include a recommendation that a remuneration committee consist of a majority of independent directors and be chaired by an independent director. As mentioned above in section 4 (Board Independence), Tony Wales (who is a substantial shareholder) was not considered an independent director in the reporting period, although the status of Tony Wales has subsequently been revised. Regardless, the Board believes that the Committee is capable of making, and does make, independent decisions regarding the Group’s remuneration levels, having regard to relevant external remuneration benchmarks and the Company’s best interests.

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

The Acquisitions Committee

The Board established the Acquisitions Committee in 2006. The Acquisitions Committee is governed by a Board approved charter, a copy of which is available from the corporate governance section of the Computershare website — www.computershare.com.

The Committee receives a monthly report from management and meets as necessary to consider prospective merger and acquisition opportunities brought to its attention by management. The Committee is chaired by Chris Morris and also comprises Markus Kerber, Simon Jones and Stuart Crosby.

For details of director attendances at Committee meetings, see the Directors’ Report on page 22.

7. EQUITY PARTICIPATION BY NON-EXECUTIVE DIRECTORS

The Board encourages non-executive directors to own shares in the Company, but the Company has not awarded shares to non-executive directors.

8. REMUNERATION

For information relating to the Group’s remuneration practices, and details relating to directors’ and executives’ remuneration during the fi nancial year, see the Remuneration Report which starts on page 26 and is incorporated into this corporate governance statement by reference.

In addition to the disclosure contained in the Remuneration Report, it should be noted that the Board is keen to encourage equity holdings by employees with a view to aligning staff interests with those of shareholders. Many employees have participated in the various share and option plans offered by the Company, and the directors believe that, historically, this has been a signifi cant contributing factor to the Group’s success.

PAGE 18 Computershare Annual Report 2008

With limited exceptions, the Company’s share plans were in place prior to the release of the ASX Corporate Governance Council’s best practice recommendations and were not submitted to shareholders for approval at the time of their adoption, other than in certain cases where approval was required under the Corporations Act 2001 (Cth). The most recent of these plans, the Deferred Long Term Incentive Plan (“DLI Plan”) was submitted to, and approved by, shareholders at the annual general meeting held in November 2005.

The Board considers that, as a general rule, the composition of executive remuneration and equity-related employee incentive plans are the domain of the Board, subject to meeting the Company’s statutory and ASX Listing Rule disclosure obligations. It is not the current intention of the Board to submit or re-submit details of its existing share and option plans that were adopted prior to the release of the ASX’s best practice recommendations to shareholders for approval. However, the Board proposes to submit all subsequent or new plans for executive equity-based remuneration, such as the DLI Plan, for approval by shareholders at a general meeting.

9. REVIEW OF BOARD AND EXECUTIVE PERFORMANCE

A review of the Board has taken place during the reporting period in accordance with Computershare’s performance evaluation process for directors. This was an informal review whereby the Nomination Committee (which consists of all members of the Board) considers the performance of the Board and any steps that could be taken to maintain its effectiveness. The Board believes that, given the qualifi cations and experience of each individual director and as the Board works well together in considering the best interests of the Company, a more formal performance evaluation process was not required. The Board annually reviews the performance of the senior management group. A summary of the performance evaluation process for directors and executives was available on Computershare’s website throughout the reporting period.

10. 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 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 fi nancial impact on the Group. The Board has approved a Risk Management Policy, a summary of which is available on the corporate governance section of the Computershare website – www.computershare.com. In essence, the policy is designed to ensure that strategic, operational, legal, reputational and fi nancial risks are identifi ed, evaluated, monitored and mitigated to enable the achievement of the Group’s business objectives.

The Chief Executive Offi cer and senior management team are instructed and empowered by the Board to implement risk management strategies co-operatively with 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 Global Enterprise Risk and Audit Manager (“GERAM”) is a senior role with responsibility for providing counsel and direction in risk management across the Group. This includes counsel on the refi nement, implementation and monitoring of a comprehensive and integrated risk management framework based on unit manager ownership of risk with independent monitoring. The GERAM reports directly to the Group’s Chief Executive Offi cer with a dotted line to the Chairman of the Risk and Audit Committee.

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 carries out regular systematic monitoring of control activities and reports 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, undertaking audit tests, including selecting and testing audit samples, reviewing progress made on previously reported audit fi ndings and discussing internal control or compliance issues with line management, and reaching agreement on the actions to be taken.

11. CORPORATE REPORTING

The Chief Executive Offi cer and Chief Financial Offi cer have made a statement to the Board of Directors in respect of the year ended 30 June 2008 as detailed on page 90 of this Annual Report.

12. CONFLICT OF INTEREST AND INDEPENDENT ADVICE

If a director has a potential confl ict of interest in a matter under consideration by the Board or a Committee of the Board, that director must abstain from deliberations on the matter. In that circumstance, the director is not permitted to exercise any infl uence over other Board members or Committee members on that issue nor receive relevant Board or Committee papers.

The Company permits any director or Committee of the Board to obtain advice about transactions or matters of concern at the Company’s cost. Directors seeking independent advice must obtain the approval of the Executive Chairman, who is required to act reasonably in deciding whether the request is appropriate.

PAGE 19

Corporate Governance Statement

13. ETHICAL STANDARDS

Computershare recognises the need for directors and employees to observe the highest standards of behaviour and business ethics.

The Board has adopted a Code of Ethics that sets out the principles and standards with which all offi cers and employees are expected to comply in the performance of their respective functions and which recognises the legal and other obligations the Company has to legitimate stakeholders. A key element of that code is the requirement that directors, offi cers and employees act in accordance with the law and with the highest standards of propriety.

A summary of the Group’s Code of Ethics is available from the corporate governance section of the Computershare website – www.computershare.com.

14. CODE OF PRACTICE FOR BUYING AND SELLING COMPUTERSHARE SECURITIES

The freedom of directors and senior management to deal in Computershare’s securities is restricted in a number of ways – by statute, by common law and by the requirements of the ASX Listing Rules. 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 in Computershare securities and derivatives of Computershare securities. The code of practice also provides that directors or executives may only deal in Computershare securities, provided they are not in possession of material non-public information, in the four weeks after the release by the Company of its half year and full year fi nancial results and, if relevant, any shareholders’ meeting. Directors and senior executives may only deal in Computershare securities outside of these times, or deal in derivatives of Computershare securities at any time, with the express prior approval of the Executive Chairman.

A copy of this code of practice is available from the corporate governance section of the Computershare website – www.computershare.com.

15. SHAREHOLDER COMMUNICATIONS

The Board aims to ensure that shareholders are informed of all material information necessary to assess the performance of Computershare. Information is communicated to 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 approvals as appropriate;
making available all information released to the ASX on Computershare’s website immediately following confi rmation of receipt by the ASX;
in circumstances 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 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 electronic voting by accessing Computershare’s website where, in advance of a shareholders’ meeting, shareholders can view an electronic version of the voting form and submit their votes;
actively encouraging shareholders to provide their e-mail addresses to facilitate more timely and effective communication with shareholders at all times;
directly contacting shareholders who have supplied e-mail addresses to provide details of upcoming events of interest; and
encouraging 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 section of the Computershare website – www.computershare.com.

16. COMMITMENT TO AN INFORMED MARKET RELATING TO COMPUTERSHARE SECURITIES

The Board has approved a Market Disclosure Policy to ensure the fair and timely disclosure of price sensitive information to the investment community as required by applicable law. Computershare’s joint Company Secretary and Chief Legal Counsel (Asia Pacifi c), Dominic Horsley, has been appointed as the disclosure offi cer 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 the Computershare website – www.computershare.com.

17. EXTERNAL AUDITORS

The Company’s policy is to appoint external auditors who demonstrate professional ability and independence. The performance of the auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, taking into account an assessment of the performance of, and value delivered by, the current auditor and tender costs. PricewaterhouseCoopers were appointed as the external auditors in May 2002.

PAGE 20 Computershare Annual Report 2008

PricewaterhouseCoopers rotates audit engagement partners on listed companies every fi ve years. It is also PricewaterhouseCoopers’ policy to provide an annual declaration of independence to the Company’s Risk and Audit 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 Board must approve any permitted non-external audit task where the total fee for non-audit services may exceed 10% of the annual external audit engagement fee.

The external auditor is required 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, the accounting policies adopted by the Company in relation to the preparation of the fi nancial statements and the independence of the auditor in relation to the conduct of the audit.

An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in the Directors’ Report.

18. WHISTLEBLOWING

The Board has approved a Whistleblowing Policy that specifi cally outlines procedures for dealing with allegations of improper conduct. Concerns can be raised in a number of ways, including anonymously in writing through the Company’s online whistleblower reporting system, or by telephone. Any concerns that are reported are assessed and handled by regional disclosure co-ordinators.

All employees have received training about the Company’s Whistleblowing Policy, including how to detect and report improper conduct.

19. CORPORATE AND SOCIAL RESPONSIBILITY

For details relating to the Company’s corporate and social responsibility initiatives see page 13 of this Annual Report.

20. HEALTH AND SAFETY

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

21. COMPANY SECRETARIES

The Company Secretaries are Dominic Horsley and Katrina Bobeff. Under Computershare’s Constitution, the appointment and removal of the Company Secretaries is a matter for the Board. Among 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 Board meeting agendas and papers.

Dominic Horsley joined the Company in June 2006, having previously practised law at one of Asia Pacifi c’s leading law fi rms and as a Corporate Counsel with a major listed Australian software and services supplier. Dominic completed a Bachelor of Arts (Hons) in Economics at Cambridge University and completed his legal studies at the College of Law in London. Dominic is also the Chief Legal Counsel for the Group’s Asia Pacifi c operations.

Katrina Bobeff commenced with Computershare in February 2007, having previously practised law at Allens Arthur Robinson since 1999. Katrina has completed a Bachelor of Laws and a Bachelor of Arts at Melbourne University, and a Graduate Certifi cate in Applied Finance and Investment with the Securities Institute of Australia. Katrina is also Senior Corporate Counsel for the Group’s Asia Pacifi c operations.

All directors have access to the advice and services of the Company Secretaries.

PAGE 21

Directors’ Report

The Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the fi nancial year ended 30 June 2008.

DIRECTORS

The following directors were directors during the whole of the fi nancial year and up to the date of this report unless otherwise noted:

Non-executive

Simon David Jones Markus Kerber Arthur Leslie Owen Anthony Norman Wales William E Ford Resigned 28 September 2007 Alexander Stuart Murdoch Resigned 14 November 2007 Philip Daniel DeFeo Deceased 29 November 2007 Nerolie Phyllis Withnall Appointed 1 July 2008 Executive Christopher John Morris Executive Chairman William Stuart Crosby Managing Director and Chief Executive Offi cer Penelope Jane Maclagan

PRINCIPAL ACTIVITIES

The principal activities of the consolidated entity during the course of the fi nancial year were the operation of Investor Services, Plan Services, Communication Services, Shareholder Relationship Management Services 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.
The Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery.
The Shareholder Relationship Management Services Group provide investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.
Technology Services include the provision of software specializing in share registry, fi nancial services and stock markets.

Specifi c 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 various federal, provincial and state agencies and undergoes periodic examinations by those regulatory agencies.

CONSOLIDATED PROFIT

The profi t of the consolidated entity for the fi nancial year was $289,125,702 after income tax and $281,970,941 after income tax and minority interests. The profi t after tax and minority interests represents a 20.6% increase on the 2007 result of $233,785,113. Profi t of the consolidated entity for the fi nancial year excluding signifi cant items was $290.4 million after income tax and minority interests. This represents a 32.4% increase on the 2007 result of $219.4 million.

Net profi t excluding signifi cant items is determined as follows:

Net prof t excluding signif cant items is determined as follows:
	Consolidated 2008 2007 $000 $000
Net prof t attributable to members of the parent entity 281,971 233,785 Exclusion of signif cant items (net of tax): (Prof t)/Loss on sale of subsidiaries 480 (7,886) Restructuring costs 6,200 (4,078) Tax losses (1,746) (6,819) Marked to market adjustments - derivatives (964) 179 Client list amortisation 4,641 4,246 Other (193) -
Net prof t excluding signif cant items 290,389 219,427

PAGE 22 Computershare Annual Report 2008

DIVIDENDS

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

Ordinary shares

A fi nal dividend in respect of the year ended 30 June 2007 was declared on 15 August 2007 and paid on 21 September 2007. This was an ordinary dividend of AU 9.0 cents per share unfranked, amounting to AU$51,638,553 (US$46,162,730).

An interim ordinary dividend in respect of the half year ended 31 December 2007 was declared on 13 February 2008 and paid on 25 March 2008. This was an ordinary dividend of AU 10.0 cents per share franked to 20.0% amounting to AU$55,565,406 (US$49,672,672).

A fi nal dividend in respect of the year ended 30 June 2008 was declared by the directors of the Company on 13 August 2008, to be paid on 19 September 2008. This is an ordinary dividend of AU 11.0 cents per share, franked to 30.0%. As the dividend was not declared until 13 August 2008 a provision has not been recognised as at 30 June 2008.

REVIEW OF OPERATIONS

Overview

The FY08 result demonstrated the capacity of the Group to grow revenue and earnings despite conditions weakening in major markets. Interest rate levels fell in North American markets, nonetheless margin income grew on FY07 due to increased client balances. Continued focus on controllable costs and the ability to keep cost increases well below the rate of revenue growth again contributed to the record result. Favourable exchange rate movements and share buy back activity also contributed to earnings per share growth.

Computershare delivered record fi nancial earnings, increasing earnings per share (on a management adjusted basis) by 41% from 36.68 to 51.61 cents per share. This represents Management net profi t after Outside Equity Interest (“OEI”) of $290.4 million. Total revenues increased by 12% to $1,582.5 million while operating cash fl ows grew 8% to $347.3 million.

Due to business growth, operating expenses have increased 5% compared to the prior year but remain lower than the 12% increase in operating revenue. Depreciation and amortisation expenses remained consistent year on year.

The Group’s effective tax rate has increased from 25.8% for the year ended 30 June 2007 to 26.0% in the current fi nancial year. The Group’s fi nancial position remains strong with total assets of $2,238.0 million being fi nanced by shareholders’ funds totalling $770.2 million.

Revenues

Regionally, revenues were apportioned between Asia Pacifi c 28%, North America 48% and EMEA 24%.

The Asia Pacifi c region contributed total revenues of $437.0 million (2007: $319.5 million). North America contributed total revenues of $766.9 million (2007: $782.4 million). The EMEA region contributed total revenues of $371.0 million (2007: $311.3 million).

Operating costs

Operating expenses were $1,106.0 million an increase over prior year of 5%. Cost of sales remained constant whilst personnel costs grew 9%. Corporate & other direct costs decreased 16% and 14% respectively.

Total technology costs increased to $157.2 million (2007: $132.0 million) which includes $64.8 million of research and development expenditure which has been expensed in line with the Group’s policy.

Working capital

Improved profi ts contributed to operating cash fl ows of $347.3 million for the 2008 fi nancial year. This is an improvement of $26.3 million or 8% on the previous fi nancial year. Capital expenditure of $42.8 million was an increase of $17.1 million over 2007 due largely to post acquisition property related expenditure. Days sales outstanding increased slightly to 44 days (2007: 43 days).

Ordinary shares

On 15 November 2006, Computershare announced an on-market buy-back of up to 25 million ordinary shares for capital management purposes. The buy-back commenced in December 2006 for a period of six months. On 24 May 2007 Computershare announced that the buy-back would be extended by a further six months so that it continued until 29 November 2007 or earlier if the maximum number of shares were bought back before that date. On 15 August 2007 Computershare announced that the buy-back was increased to a total of 45 million ordinary shares under the existing program. The buy-back period was also extended to 31 January 2008.

From 1 July 2007 to 18 October 2007, the Company purchased and cancelled 35,205,009 ordinary shares at a total cost of AU$343.2 million with an average price of AU$9.75 and a price range from AU$8.76 to AU$11.00.

On 18 October 2007, Computershare completed the on-market buy-back program when the total number of shares bought back and cancelled reached 45 million. The total cost of the buy-back program was AU$445.8 million with an average price of AU$9.91 and a price range from AU$8.52 to AU$11.00.

PAGE 23

Directors’ Report

Earnings per share

	2008 Cents	2007 Cents
Basic earnings per share 50.12 Diluted earnings per share 49.89 Management basic earnings per share 51.61 Management diluted earnings per share 51.38		39.08 39.00 36.68 36.61

The management basic and diluted earnings per share amounts have been calculated to exclude the impact of signifi cant items (refer note 7 in the fi nancial report) in order to make the earnings per share amounts for the current year more comparable with the earnings per share amounts for 2007.

SIGNIFICANT CHANGES IN ACTIVITIES

Signifi cant changes in the affairs of the consolidated entity during the fi nancial year that are reported in the consolidated fi nancial statements were:

Acquisitions

a) On 4 July 2007, Computershare acquired Datacare Software Group Limited based in Ireland, a supplier of entity management and subsidiary governance software.
b) On 24 July 2007, Computershare acquired the transfer agency business of UMB Bank based in Kansas City, USA.
c) On 8 October 2007, Computershare acquired Restricted Stock Systems, Inc. based in the United States, which provides offi cers, directors and affi liates of public companies (“insiders”) a software solution when buying or selling company securities.
d) On 18 October 2007, Computershare acquired Administar Services Group LLC based in the United States, which provides administration services related to the settlement of securities and consumer class action litigation as well as Chapter 11 bankruptcy litigation.
e) On 1 November 2007, Computershare acquired Four Points BVBA based in Belgium, which provides meeting services.
f) On 20 December 2007, Computershare acquired Ezicomms Pty Ltd based in Australia, which provides meeting services.
g) On 1 February 2008, Computershare acquired control of VEM Aktienbank AG (VEM). VEM is a corporate actions bank listed on the regulated market of the Munich Securities Exchange and traded on the open market of the Frankfurt Stock Exchange. It provides services for execution of initial public offerings and other corporate actions as well as designated sponsoring mandates.
h) On 3 March 2008, Computershare acquired Machine Dreams Inc.’s business based in USA, which provides audience response systems which bring sophisticated interactive communications and data capture to events and meetings.
i) On 26 March 2008, Computershare acquired QM Technologies Limited based in Australia, which provides essential mail and customer communication management services.
j) On 7 April 2008, Computershare acquired Strand Business System Limited based in the United Kingdom, which provides electoral management software and services.
k) On 1 June 2008, Computershare acquired Audience Alive Pty Ltd based in South Africa, which provides interactive voting systems for meetings and conferences.

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

SIGNIFICANT EVENTS AFTER YEAR END

No matter or circumstance has arisen since the end of the fi nancial year which is not otherwise dealt with in this report or in the consolidated fi nancial statements that has signifi cantly affected or may signifi cantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent fi nancial years, except that:

Acquisitions post 30 June 2008

On 13 August 2008, Computershare agreed principal terms for the acquisition of Busy Bee Childcare Vouchers Limited, one of the leading UK based managers and administrators of childcare voucher schemes. The acquisition was completed on 1 September 2008 with consideration paid of GBP£90 million. The acquisition is expected to be EPS positive in FY2009 and increasingly accretive thereafter. The impact on earnings is not expected to be material to the Group. It is impracticable to disclose the value of assets and liabilities information due to the proximity to year end.

Debt Facility

During FY08 Computershare increased its bank debt facilities from AU$ 400 million to US$ 750 million via one and three year tranches. The lender group increased from two to fi ve lenders.

Post balance date on 29 July 2008 Computershare issued notes in the US Private Placement market, raising US$235 million maturing in 10 years for a fi xed coupon of 6.34%.

PAGE 24 Computershare Annual Report 2008

LIKELY DEVELOPMENTS AND FUTURE RESULTS

There are no 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 fi nalised at the date of this report.

The Company continues to target long term growth in management earnings per share of 20% per year, to be achieved by a combination of organic growth and acquisitions, as well as balance sheet management. Looking to fi nancial year 2009 and having regard to current equity and interest rate market conditions, the Company expects management earnings per share to be more than 10% higher than fi nancial year 2008.

ENVIRONMENTAL REGULATIONS

The Computershare Group is not subject to signifi cant environmental regulation.

INFORMATION ON DIRECTORS

The qualifi cations, experience and responsibilities of directors together with details of all directorships of other listed companies held by a director in the three years to 30 June 2008 and any contracts to which the director is a party to under which they are entitled to a benefi t are outlined in the Corporate Governance Statement and form part of this report.

Directors’ Interests

At the date of this report, the direct and indirect interests of the directors in the securities of the Company are:

Name	Number of ordinary shares	Number of performance rights
C.J. Morris 54,113,442 - W.S. Crosby 224,146 1,500,000 A.N. Wales 29,092,384 - P.J. Maclagan 14,400,000 - Dr. M. Kerber 40,000 - S.D. Jones 14,000 - A.L. Owen 2,000 - N.P. Withnall - -

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 fi nancial year are:

directors during	the f nancial year are:
	Directors’ Meetings	Audit Committee Meetings	Nomination Committee Meetings	Remuneration Committee Meetings
A B A B A B A B C.J. Morris 6 6 - - 1 1 1 1 W.S. Crosby 6 6 - - 1 1 - - S.D. Jones 5 6 6 6 1 1 1 1 Dr. M. Kerber 6 6 - - 1 1 - - A.L. Owen 6 6 6 6 1 1 - - A.N. Wales 6 6 6 6 1 1 1 1 P.J. Maclagan 6 6 - - 1 1 - - W.E. Ford1 2 2 - - - - - - A.S. Murdoch2 3 3 3 3 - - - - P.D. DeFeo3 3 3 - - - - - -

A - Number of meetings attended

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

1 W.E. Ford resigned 28 September 2007

2 A.S. Murdoch resigned 14 November 2007

3 P.D. DeFeo deceased 29 November 2007

The Board also has an Acquisitions Committee comprising S.D. Jones, Dr. M. Kerber, C.J. Morris and W.S. Crosby. The Committee received a monthly report and meets on an informal basis as necessary. Accordingly, it is not included in the above table.

PAGE 25

Directors’ Report

INFORMATION ON COMPANY SECRETARIES

The qualifi cations, experience and responsibilities of company secretaries are outlined in the Corporate Governance Statement and form part of this report.

INDEMNIFICATION OF OFFICERS

During the period, the company paid an insurance premium to insure directors and executive offi cers of the company and its subsidiaries 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.

REMUNERATION REPORT

The Remuneration Report outlines the remuneration arrangements in place for the directors of Computershare Limited and other key management personnel of the Company and Group. References in this report to the Group refer to the Company and its subsidiaries.

This report is set out under the following main headings:

A. Principles used to determine the nature and amount of remuneration
B. Remuneration structure and service contracts
C. Details of remuneration
D. Share based remuneration
E. Additional information
The information provided in this remuneration report has been audited as required by Section 308(3c) of the Corporations Act 2001.

Key management personnel is inclusive of directors and those within the Company and Group who have the authority and responsibility for planning, directing and controlling the activities of the Group.

A. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION

Remuneration philosophy

The performance of the Group depends upon the quality of its key management personnel. To prosper, the Group must attract, motivate and retain highly skilled key management personnel.

To this end, the Group embodies the following principles in its remuneration framework:

Provide competitive rewards to attract, retain and motivate high calibre key management personnel;
Link key management personnel rewards to shareholder wealth; and
Provide performance incentives which allow key management personnel to share the rewards of the success of the business.

Remuneration Committee

The Remuneration Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements for the directors, the chief executive offi cer and the senior management team.

The Remuneration Committee assesses the appropriateness of the nature and amount of the remuneration of directors and other key management personnel on a periodic basis with the overall objective of ensuring maximum stakeholder benefi t from the retention of a high quality board and key management team.

B. REMUNERATION STRUCTURE AND SERVICE CONTRACTS

In accordance with best practice corporate governance, the structure of non-executive directors, executive directors and other key management personnel remuneration is separate and distinct.

Non-executive director remuneration

The Board seeks to set aggregate remuneration at a level which provides the Group with the ability to attract and retain nonexecutive directors of a high calibre, whilst incurring a cost which is acceptable to shareholders.

Fees to non-executive directors refl ect the demands which are made on, and the responsibilities of, the non-executive directors.

Non-executive directors’ fees are determined within an aggregate non-executive directors’ fee pool limit, which is periodically recommended for approval by shareholders. A pool of AU$1,500,000 per annum was last approved by shareholders in November 2007. The aggregate amount of non-executive directors’ fees is reviewed periodically with reference taken to the fees paid to non-executive directors of comparable companies. The Board may also elect to receive advice from independent remuneration consultants if necessary.

PAGE 26 Computershare Annual Report 2008

No incentives, either short or long term, are paid to non-executive directors. Non-executive directors are not provided with retirement benefi ts other than statutory requirements. Non-executive directors are not eligible to participate in any of the Group’s option or share plans. Except for the Managing Director, no director may be in offi ce for longer than three years without facing re-election. Please refer to Section 3 of the Corporate Governance Statement for further information on the Company’s re-election process.

The remuneration of non-executive directors for the period ending 30 June 2008 is detailed in the table on page 30 of this report.

EXECUTIVE DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL REMUNERATION

Overview

The objective of the Group’s reward framework is to ensure reward for performance is competitive and appropriate. The remuneration framework also seeks to align executive directors and other key management personnel reward with the achievement of strategic objectives and the creation of shareholder value.

The executive directors and other key management personnel pay and reward framework has a mix of fi xed and variable pay, and, as far as the variable remuneration is concerned, a blend of short and long term incentives. Both short and long term incentives are discretionary and are subject to both the Group and the individual meeting requirements agreed upon during the year.

Terms and conditions of employment

The executive directors are employed under open ended arrangements with the Group. C. Morris became Executive Chairman on 16 November 2006. His appointment is subject to re-election by the Company’s shareholders at the Annual General Meeting in November 2008 and subsequently will be subject to re-election on the same rotating basis that applies to P. Maclagan and all of the non-executive directors. W.S. Crosby became Managing Director of the Company under the Company’s Constitution effective at this date. Executive directors are not eligible for any special termination payments should their employment or directorships cease for any reason. They are entitled to vesting of awards under the Long Term Incentive (“LTI”) Plan and Deferred Long Term Incentive (“DLI”) Plan that were made prior to their appointment as director on the same terms as other key management personnel, as outlined below.

None of the other key management personnel are employed under contract arrangements with Computershare or its subsidiaries, although on termination of employment (except for cause) they are entitled to full vesting of existing awards under the LTI Plan in place for key personnel, and partial vesting of awards under the DLI Plan, as well as any statutory entitlements in their respective jurisdictions of employment.

Fixed remuneration

The objective of fi xed remuneration is to provide a base level of remuneration which is appropriate to the position, the geographic location and that is competitive in the market. Fixed remuneration for executive directors and other key management personnel is reviewed annually by the Remuneration Committee. The process includes a review of Group and individual performance, relevant comparative remuneration in the market and if necessary, external advice on policies and practices.

Fixed remuneration includes base salary and superannuation arrangements and is not dependent on the satisfaction of a performance condition.

Several key management personnel also act as Company directors and secretaries for subsidiaries. No additional payments are made in consideration for their activities as directors or secretaries of subsidiary companies within the Group.

Fixed remuneration is available to be received in a variety of forms including cash and fringe benefi ts such as motor vehicle and computer hire plans on the same terms and conditions as all employees of the Group.

Other remuneration

From time to time other key management personnel may be awarded discretionary shares in the Company as part of their total remuneration package. For example, these awards may form part of a total relocation package or result from a change in role within the Group. None of the key management personnel listed in the tables below received such an award in the period ending 30 June 2008.

Details of total executive director and other key management personnel remuneration are set out in the remuneration table on page 30 of this report.

Variable remuneration

Variable remuneration – short term incentives

Variable remuneration for individual key management personnel comprises both short term and long term incentives and may be paid in years in which the Group’s or the individual’s performance meets or exceeds agreed performance hurdles. Short term incentives have been awarded to key management personnel of the Group with the exception of executive directors who are not eligible to participate in the Group’s option or share plans.

Short term incentives are designed to provide performance incentives which allow key management personnel to share the rewards of the success of the Group. Actual short term awards are made to recognise the contribution of each individual to achieving the Group’s agreed performance hurdles.

PAGE 27

Directors’ Report

Details of total short term cash incentives relating to the current fi nancial year that have been awarded to executive directors and other key management personnel are set out in the remuneration table on page 30 of this report. These cash incentives are expected to be paid in September 2008.

Variable remuneration – long term incentives

The Group also provides long term share based awards for key management personnel other than executive directors of the Company. Recipients of long term share based awards must complete specifi ed periods of service (two years for the LTI plan and fi ve years for the DLI Plan) as a minimum before any share awards under the long term incentive plan become unconditional. The DLI Plan includes an additional performance criteria (refer below). The method of long term incentive reward framework has been adopted to seek to align key management personnel’s fi nancial interest with those of the shareholders and to assist in the retention of participants.

The performance of each individual is reviewed on an annual basis. Both short term and long term incentive awards are discretionary and are subject to approval of the Board based on recommendations from the Remuneration Committee. The exercise of the discretion in any given year is based on the Group’s performance and the attainment of specifi c individual objectives agreed upon during the year.

All key management personnel, with the exception of executive directors, are also eligible to participate in the Company’s general employee share plans on the same terms and conditions as all other employees. Executive directors are not eligible to participate in the Company’s option or share plans. An overview of the Company’s employee option and share plans are disclosed in note 28 of the fi nancial statements.

Variable remuneration performance conditions

As explained above, executive directors and other key management personnel’s variable remuneration is a blend of short and long term incentives.

Short term incentives

As detailed above, the eligibility of Company and Group executive directors and other key management personnel to receive their short term variable remuneration is dependent on the achievement of certain performance criteria.

In the case of executive directors and other key management personnel, short term bonus eligibility is, in part, conditional on the achievement of budgeted fi nancial performance measures. At least 50% of the total amount of available short term bonus remuneration for a year is conditional on achieving predetermined or budgeted levels of fi nancial performance (EBITDA or earnings before interest, tax, depreciation and amortisation) of the area of the key manager ‘s overall responsibility. Financial performance is measured as actual EBITDA of the area compared to budgeted EBITDA.

This measure is chosen as it is readily capable of objective determination and fosters an entrepreneurial business development ethos among the key management personnel of the Group.

The balance of the performance conditions used to determine bonus eligibility relate to a subjective assessment of various nonfi nancial measures and considerations. These measures and considerations differ between executive directors and other key management personnel depending on the areas of their overall responsibility. Separate subjective factors relevant to work areas are chosen for each key manager.

In the case of C. Morris, P. Maclagan, W.S. Crosby, S. Rothbloom and S. Irving in their roles to the date of this report, the non-fi nancial considerations include the achievement of business service levels, achievement of organic growth objectives and various other considerations.

In the case of T. Honan, the non-fi nancial considerations include an assessment of his achievement on risk management initiatives, the quality of budgeting and fi nancial reporting, expense control and investor relations initiatives.

In each case, the applicable non-fi nancial performance conditions have been chosen as they are considered to be both appropriate and important measures of non-fi nancial objectives that are within each key management personnel’s sphere of infl uence and relevant to their area of work within the Group.

Long term incentives

The eligibility of key management personnel (other than directors) to receive their long term incentive remuneration under the DLI Plan is dependent on the achievement of a key performance condition: namely an increase in management basic earnings per share of the Group over a 5 year period. For example, awards under the DLI Plan in the year ended 30 June 2005 are based on average compounded growth in the Group’s earnings in the 5 year period ending 30 June 2010. Recognising that the minimum performance hurdle for the performance rights granted on 1 July 2005 (to vest in 2010) was achieved three years early, the Board used its powers under the DLI plan rules to vary the performance hurdles attaching to the performance rights. The specifi ed period of service of fi ve years before the share awards become unconditional remains unchanged.

Previously, if compounded growth in the Groups’ earnings over a fi ve year period was less than 15% no rights vested and if it was more than 20% then all rights vested and if growth was between 15% to 20% then the proportion of rights that vested increased on a pro rata straight line basis between 40% (for growth of 15%) and 100% (for growth of 20%). Under the amended performance hurdles, the Board will compare the growth in the Group’s earnings as at the end of year 4 as against a 5 year compounded growth target using this same basis of calculation. The holder will then receive 50% of that amount as a minimum vesting at the end of year 5. If the actual growth in earnings at the end of year 5 results in a higher number of rights vesting, then the holder will receive that amount.

PAGE 28 Computershare Annual Report 2008

In the case of key management personnel (other than directors), the amount of available long term incentive remuneration, measured in shares, is determined by applying a given weighting to a variety of measures. These measures include:

Overall fi nancial performance as determined by the growth in earnings per share of the Group compared to the previous reporting period;
Individual performance including achieving predetermined performance goals, facilitating positive change within the Group and extent of contribution to the Group’s strategic initiatives;
Leadership including team building, staff development, succession planning and communication skills;
An assessment of the key management personnel’s standing in the marketplace, individual skills and overall commitment to the Group and the capacity of the Group to fi nd a like replacement; and
An assessment of the individual’s personality and fi t with the Group’s internal culture.

Application of performance conditions in the determination of variable remuneration

In relation to both short term and long term variable remuneration, the fi nancial performance conditions outlined above have been chosen as they are considered the best way to align performance outcomes with shareholder value. The applicable non-fi nancial performance conditions have been chosen as they are considered to be both appropriate and important measures of non-fi nancial objectives that are within each executive director’s and other key management personnel’s sphere of infl uence and relevant to their work.

The method of assessing all fi nancial performance conditions involves a comparison of actual achievement against the predetermined target. The method of assessing all non-fi nancial conditions and considerations involves the application by the Remuneration Committee, or its nominated delegate, of a subjective weighted average of the nominated criteria summarised above. In each case, the assessment methods have been chosen because the Board considers such assessment criteria to be reasonable and appropriate.

C. DETAILS OF REMUNERATION

Directors

The directors of Computershare Limited are listed below. Unless otherwise indicated those individuals held their position for the whole of the current fi nancial year.

whole of the current f nancial year.
Non-executive	Executive
S.D. Jones Dr. M. Kerber A.L. Owen A.N. Wales W.E. Ford1 A.S. Murdoch2 P.D. DeFeo3 C.J. Morris W.S. Crosby P.J. Maclagan4 Executive Chairman Managing Director and Chief Executive Off cer Managing Director Computershare Technology Services/Group Information Technology Director

1 W.E. Ford resigned 28 September 2007

2 A.S. Murdoch resigned 14 November 2007

3 P.D. DeFeo deceased 29 November 2007

4 From 1 July 2007 to 31 December 2007 P.J. Maclagan held the position Managing Director Computershare Technology Services. From 1 January 2008, she was appointed Group Information Technology Director.

Key management personnel other than directors

The individuals listed below are key management personnel other than directors (within the meaning of the Australian accounting standard AASB 124 Related Party Disclosures) who have the authority and responsibility for planning, directing and controlling the activities of the Group. All individuals named below held their position for the whole of the fi nancial year ended 30 June 2008 unless otherwise noted.

otherwise noted.
Name	Position	Employer
S. Rothbloom President, North America Computershare Inc (US) T. Honan Chief Financial Off cer Computershare Limited S. Irving1 Chief Information Off cer Computershare Technology Services P. Conn Head of Global Capital Markets Computershare Inc (US)

1 S. Irving was appointed on 1 January 2008.

D. Horsley and K. Bobeff were joint Company Secretary from 1 July 2007 to 30 June 2008. Neither D. Horsley nor K. Bobeff were remunerated as a consequence of this offi ce. Therefore they are not considered to be one of the individuals with the authority and responsibility for planning, directing and controlling the activities of the Group. Accordingly their remuneration details have been excluded from this report.

PAGE 29

Directors’ Report

W.S. Crosby and T. Honan are considered to be key management personnel of the Company and are considered to be ‘company executives’ within the meaning of the Corporations Act 2001 .

S. Rothbloom, T. Honan, P. Conn, S. Irving and J. Wong are the most highly remunerated executives of the Group within the meaning of the Corporations Act 2001 during the current fi nancial year.

Amounts of remuneration

Details of the nature and amount of each element of the total remuneration for each director, Company and Group key management personnel and most highly remunerated executives within the Group for the year ended 30 June 2008 are set out in the table below. Where remuneration was paid in a foreign currency it has been translated at the average exchange rate for the fi nancial year.

Salary and fees, non-monetary benefi ts, post employment remuneration and sign-on shares are fi xed remuneration and are not related to the performance of the Group. Share based payments and cash profi t share and bonuses are variable remuneration and are linked to both the performance of the individual and the Group.

Key management personnel and most highly remunerated executives of the Company and Group

2008	Long term Other $	Share based payments Shares Performance Rights* $ $	Other $
Directors
S. D. Jones 178,121 -	- - -	- -	- 178,121
A.N. Wales 116,215 -	- 11,621 -	- -	- 127,836
A.L. Owen 114,899 -	- - -	- -	- 114,899
A.S. Murdoch1 44,738 -	- 4,473 -	- -	- 49,211
P.D. DeFeo2 35,750 -	- - -	- -	- 35,750
W.E. Ford3 26,812 -	- - -	- -	- 26,812
Dr. M. Kerber4 - -	- - -	- -	- -
W.S. Crosby 688,348 698,959	3,226 11,737 -	16,805 1,696,090	- 3,115,165
C.J. Morris 536,375 -	10,380 53,838 -	- -	- 600,593
P.J. Maclagan5 335,234 178,976	14,637 33,523 -	- -	- 562,370
TOTAL 2,076,492 877,935	28,243 115,192 -	16,805 1,696,090	- 4,810,757
Company and Group key management personnel
S. Rothbloom 1,108,795 315,567 - 12,400 -		19,633 1,113,122	- 2,569,517
T. Honan 578,212 611,107 1,124 11,737 -		88,195 604,495	2,682 1,897,552
P. Conn 437,968 202,998 - 12,400 -		74,014 302,247	- 1,029,627
S. Irving 415,612 256,957 3,496 20,922 -		195,833 100,749	2,879 996,448
Other most highly remunerated executives
J. Wong 501,349 277,244 - 50,135 -		165,578 -	- 994,306
TOTAL 3,041,936 1,663,873 4,620 107,594 -		543,253 2,120,613	5,561 7,487,450

Performance rights expense has been included in total remuneration on the basis that it is considered more likely than not at the date of this fi nancial report that the key performance condition, namely a 20% compound increase in the earnings per share of the Group over a 5 year period, will be met. In future reporting periods, if the probability requirement is not met a credit to remuneration will be included to be consistent with the accounting treatment.
1 A.S. Murdoch resigned 14 November 2007
2 P.D. DeFeo deceased 29 November 2007
3 W.E. Ford resigned 28 September 2007
4 At his direction, Dr. M. Kerber is not remunerated as a non-executive director.
5 From 1 July 2007 to 31 December 2007 P.J. Maclagan held the position Managing Director Computershare Technology Services. From
1 January 2008, she was appointed Group Information Technology Director. From this date P.J. Maclagan reduced her day to day involvement.

PAGE 30 Computershare Annual Report 2008

Key management personnel and most highly remunerated executives of the Company and Group

2007	Long term Other $	Share based payments Shares Performance Rights* $ $	Other $
Directors S.D. Jones 132,446 -	- - -	- -	- 132,446
A.S. Murdoch 119,488 -	- 11,925 -	- -	- 131,413
A.N. Wales 101,581 -	- 9,735 -	- -	- 111,316
W.E. Ford 107,887 -	- - -	- -	- 107,887
P.D. DeFeo 101,833 -	- - -	- -	- 101,833
Dr. M. Kerber1 - -	- - -	- -	- -
A.L. Owen2 41,777 -	- 4,178 -	- -	- 45,955
W.S. Crosby 553,568 527,439	9,153 9,913 -	149,303 1,482,516	2,344 2,734,236
C.J. Morris 468,834 468,834	7,845 46,883 -	- -	- 992,396
P.J. Maclagan 351,626 351,626	5,884 35,163 -	- -	- 744,299
TOTAL 1,979,040 1,347,899	22,882 117,797 -	149,303 1,482,516	2,344 5,101,781
Company and Group key management personnel
S. Rothbloom 955,987 570,000 - 7,663 -		183,490 1,097,336	- 2,814,476
T. Honan 481,336 309,431 8,054 9,913 -		66,126 528,376	2,344 1,405,580
P. Conn 423,242 222,075 - - -		73,113 264,188	- 982,618
P. Tobin 3 125,231 - - 2,478 -		25,802 -	621,232 774,743
Other most highly remunerated executives
J. Wong 415,869 259,918 - 41,587 -		81,256 -	- 798,630
TOTAL 2,401,665 1,361,424 8,054 61,641 -		429,787 1,889,900	623,576 6,776,047

Performance rights expense has been included in total remuneration on the basis that it is considered more likely than not at the date of this fi nancial report that the key performance condition, namely a 20% compound increase in the earnings per share of the Group over a 5 year period, will be met. In future reporting periods, if the probability requirement is not met a credit to remuneration will be included to be consistent with the accounting treatment.

1 At his direction, Dr. M. Kerber is not remunerated as a non-executive director.

2 A.L. Owen was appointed on 1 February 2007

3 P. Tobin resigned with effect from 30 September 2006. ‘Other’ remuneration is a benefi t paid on resignation of $621,232 which represents the outstanding period cost of the LTI shares, vested performance rights from original vesting date to resignation date and other benefi t paid on resignation.

D. SHARE BASED REMUNERATION

Directors

Non-executive and executive directors of the Company are not eligible to participate in the Group’s share based remuneration schemes.

Valuation of shares

The assessed fair value of shares granted to key management personnel as remuneration is allocated equally over the period from grant date to vesting date. The amount relating to the current fi nancial year is included in the remuneration table on page 30 of this report. Fair values at grant date are independently determined using the closing share price on grant date.

Shares granted as remuneration under long term incentive schemes

77,229 shares were granted to the named Company and Group key management personnel other than directors under the LTI plan in September 2008 in relation to the Group’s performance in the fi nancial year ended 30 June 2008. Each Company and Group key management personnel other than directors must remain employed by the Group for two years post the grant date of the shares before these share awards become unconditional.

There has been no alteration to the terms and conditions of shares granted under the LTI plan since the original grant date. There has also not been any sign on fees paid during the year as part of the consideration for any of the above mentioned key management personnel agreeing to hold their positions.

PAGE 31

Directors’ Report

Share holdings of Company and Group key management personnel

The number of ordinary shares in Computershare Limited held during the fi nancial year by each director and the other named Company and Group key management personnel, including details of shares granted as remuneration during the current fi nancial year and ordinary shares provided as the result of the exercise of remuneration options during the current fi nancial year, are included in the table below.

	Balance at beginning of period	Granted as remuneration under long term incentive schemes	On exercise of options	On market purchases / (sales)	Other	Balance at 30 June2008
Directors
C.J. Morris 55,590,427 - - (251,890) -						55,338,537
A.N. Wales 30,092,384 - - (1,000,000) -						29,092,384
P.J. Maclagan 15,977,176 - - 22,824 -						16,000,000
A.S. Murdoch 524,800 - - - -						524,800*
W.S. Crosby 191,406 32,740 - - -						224,146
P.D. DeFeo 80,000 - - - -						80,000*
Dr. M. Kerber 40,000 - - - -						40,000
S.D. Jones 14,000 - - - -						14,000
A.L. Owen - - - 2,000 -						2,000
W.E. Ford - - - - -						-*
Company and Group key management personnel
P. Conn 306,073 17,339 - (4,572) -						318,840
S. Irving 147,594 4,050 - - 637						152,281
S. Rothbloom 152,250 38,250 - (49,924) -						140,576
T. Honan 63,439 14,793 - (70,000) 604						8,836

Shareholding effective as at date of resignation

Performance rights

The DLI Plan was approved at the Annual General Meeting held on 9 November 2005. The DLI Plan is offered to eligible key management personnel and senior managers in the Group to recognise their ongoing contribution and expected efforts to ensure the performance and success of the Group. The total number of rights approved for issue was 10.0 million, of which 2.75 million were granted on 20 December 2005 (of which 100,000 were vested and 150,000 were forfeited during the year ended 30 June 2007) and 1.1 million performance rights were granted on 13 November 2006. No performance rights have been granted to Company or Group key management personnel during the fi nancial year ended 30 June 2008.

Performance rights are granted under the plan for no consideration and carry no dividend or voting rights. Under the DLI Plan, the performance rights give an entitlement to one fully paid ordinary share per performance right issued subject to satisfaction of performance hurdles (as set out on page 28 of this report) and continued employment.

The assessed fair value of performance rights granted to key management personnel as remuneration is allocated equally over the period from grant date to vesting date. The amount relating to the current fi nancial year is included in the remuneration table on page 30 of this report. Fair values at grant date are independently determined using a Black Scholes option pricing model.

Set out below are summaries of performance rights granted under the plan:

Balance at beginning of year	Vested during the year	Forfeited during the year	Granted during the year	Balance at end of year	Exercisable at end of year
3,600,000 - -1 - 3,600,000					-

1 T. Honan resigned with effect from 10 September 2008 and in accordance with the terms of the DLI Plan all performance rights held were forfeited.

No performance rights became exercisable during the current year. No performance rights expired during the period covered by the above table.

There has been no alteration to the terms and conditions of performance rights granted under the DLI plan during the current fi nancial year.

PAGE 32 Computershare Annual Report 2008

Value of options included in key management personnel remuneration

Non-executive and executive directors of the Group are not eligible to participate in the Group’s option scheme. No options have been granted to Company or Group key management personnel during the fi nancial year ended 30 June 2008. There has been no variation in the terms of options provided to Company and Group key management personnel previously granted.

There were no options over ordinary shares held during the fi nancial year by the named Company and Group key management personnel.

E. ADDITIONAL INFORMATION

Relationship between key management personnel remuneration and Group performance and shareholder wealth

The overall level of key management personnel award takes into account the performance of the Group over a number of years, with greater emphasis given to the current and prior fi nancial year.

Over the past fi ve fi nancial years, the Group’s management earnings before interest, tax, depreciation and amortisation (EBITDA) grew by a compound annual average rate of 43% (based on an AGAAP calculated EBITDA at 30 June 2003 and an AIFRS calculated EBITDA at 30 June 2008). During this period, shareholder wealth, measured by reference to management earnings per share, has grown by a compound annual average rate of 49% (based on an AGAAP calculated EBITDA at 30 June 2003 and an AIFRS calculated EBITDA at 30 June 2008) and measured by reference to dividend payments has grown by a compound annual average rate of 42%. Over the past fi ve fi nancial years, key management personnel remuneration has grown by an annual compound average rate of 39%, executive director and non-executive director remuneration has grown by an annual compound average rate of 36% and 14% respectively during this period. A year on year analysis of the above metrics together with the compound fi ve year average comparative is set out in the following table.

	Growth over previous f nancial period	5year Compound average growth2003 - 2008
Normalised EBITDA 27% 43% Management EPS 41% 49% Dividend 28% 42% Key management personnel remuneration (average per key management personnel) (7)%1,2 39%1 Executive director remuneration (average per director) 64%2 36%

1 Growth over the previous fi nancial period excluding performance rights share based payments from key management personnel remuneration was 1% and compound average growth over the past 5 years was 29%.

2 Growth/decline is mainly attributable to W.S.Crosby being included as the executive director for the current fi nancial year.

Historic executive director and other key management personnel remuneration has been adjusted to exclude non-recurring items. All remuneration included in the calculation has been annualised where key management personnel have left during the year.

During the fi nancial year ended 30 June 2008, the Group’s share price decreased approximately 18.4% from AU$11.29 at the beginning of the year to AU$9.21 on 30 June 2008.

From 1 July 2007 to 18 October 2007, the Company purchased and cancelled 35,205,009 ordinary shares at a total cost of AU$343.2 million (US $306.8 million) with an average price of AU$9.75 and a price range from AU$8.76 to AU$11.00. On 18 October 2007, Computershare completed the on-market buy-back program when the total number of shares bought back and cancelled reached 45 million. The total cost of the buy-back program was AU$445.8 million with an average price of AU$9.91 and a price range from AU$8.52 to AU$11.00.

Details of remuneration: cash bonuses and performance rights

The percentage value of total remuneration relating to the current fi nancial year received by key management personnel that consists of cash bonuses and performance rights is as follows:

	% of total remuneration received as cash bonus	% of total remuneration received as performance rights	% of remuneration received as equity bonus
P. Maclagan 31.8% - C. Morris - - W.S. Crosby 22.4% 54.4% S. Rothbloom 12.3% 43.3% T. Honan 32.2% 31.9% S. Irving 25.8% 10.1% P. Conn 19.7% 29.4%			- - 0.5% 0.8% 4.6% 19.7% 7.2%

PAGE 33

Directors’ Report

The percentage of shares previously awarded under long term incentive schemes which were forfeited in the current fi nancial year and the subsequent fi nancial years in which shares previously awarded under long term incentive schemes will vest if the conditions are met for the named Company and Group key management personnel are provided in the table below.

	Vesting date	% of total shares vesting in the current f nancial year	% of total shares granted forfeited in the current f nancial year	Estimated value of shares to be reported in subsequent f nancial periods
W.S. Crosby 31August2007 100% - - S. Rothbloom 31August2007 100% - - T. Honan 31August2007to28September2009 36.37% - -1 S. Irving 31August2007to1January2010 5.86% - 298,429 P. Conn 31August2007to28September2009 45.33% - 108,524

1 T. Honan resigned with effect from 10 September 2008 and in accordance with the terms of the LTI Plan all unvested shares held were forfeited.

LOANS TO DIRECTORS AND EXECUTIVES

Computershare has not made any loans to directors and executive directors or other key management personnel during the current fi nancial year.

AUDITOR

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

AUDITOR’S INDEPENDENCE DECLARATION

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

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 satisfi ed that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and internal guidelines. Further details regarding the Board’s internal policy for engaging PricewaterhouseCoopers for non-audit services is set out in the Corporate Governance Statement.

The directors are satisfi ed that the provision of non audit services by PricewaterhouseCoopers, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

No services were provided by PricewaterhouseCoopers that are prohibited by policy (the policy lists services that are not be able to be undertaken).
None of the services provided undermine the general principles relating to auditor independence, including reviewing or auditing the auditor’s own work, acting in a management capacity or a decision making capacity for the company, acting as an advocate for the company or jointly sharing economic risks and rewards.

PAGE 34 Computershare Annual Report 2008

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

During the year the following amounts were incurred in relation to services provided by PricewaterhouseCoopers, the Group auditor, and its related practices.

and its related practices.
	Consolidated 2008 $ 2007 $
1. Audit services Remuneration received or due & receivable by PricewaterhouseCoopers Australia for: > Audit & review of the f nancial statements & other audit work 830,666 624,534 > Audit & review of the f nancial statements & other audit work by related practices of PricewaterhouseCoopers Australia 1,996,797 1,377,748
2,827,463 2,002,282
2. Other assurance services(a) > Other services performed by PricewaterhouseCoopers Australia 18,263 32,817 > Other services performed by related practices of PricewaterhouseCoopers Australia 2,452,505 218,133
2,470,768 250,950
Total Remuneration for assurance services 5,298,231 2,253,232

(a) Other assurance services provided relate primarily to regulatory and compliance reviews.

ROUNDING OF AMOUNTS

The Group 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 have been rounded off in accordance with that Class order to the nearest thousand dollars unless specifi cally stated to be otherwise.

Signed in accordance with a resolution of the directors.

==> picture [137 x 26] intentionally omitted <==

C.J. MORRIS Executive Chairman

==> picture [93 x 39] intentionally omitted <==

W.S. CROSBY Director

10 September 2008

PAGE 35

Auditor’s Independence Declaration

==> picture [292 x 35] intentionally omitted <==

PricewaterhouseCoopers ABN 52 780 433 757

Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website: www.pwc.com/au Telephone +61 3 8603 1000 Facsimile + 61 3 8603 1999

As lead auditor for the audit of Computershare Limited for the year ended 30 June 2008, 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 .

This declaration is in respect of Computershare Limited and the entities it controlled during the period.

==> picture [110 x 37] intentionally omitted <==

Simon Gray Partner PricewaterhouseCoopers

Melbourne 10 September 2008

Liability limited by a scheme approved under Professional Standards Legislation

PAGE 36 Computershare Annual Report 2008

Income Statements for the year ended 30 June 2008

	Note	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
Revenues from continuing operations Sales revenue 2 1,563,971 1,404,197 Other revenue 2 7,600 8,492			- - 271,806 126,049
Total revenue from continuing operations 1,571,571 1,412,689			271,806 126,049
Other income 3 15,189 15,310 Expenses Direct services 960,092 915,626 Technology services 166,461 138,686 Corporate services 30,680 22,058 Finance costs 2 41,530 31,094			12,544 1,447 - - - - 19,576 11,049 5,254 2,983
Total expenses 1,198,763 1,107,464			24,830 14,032
Share of net prof t/(loss) of associates and joint ventures accounted for using the equity method 40&41 2,687 2,957			762 276
Prof t/(loss) before related income tax expense 390,684 323,492 Income tax expense/(benef t) 5 101,558 83,615			260,282 113,740 23,940 20,399
Prof t/(loss) for the period 289,126 239,877 (Prof t)/loss attributable to minority interests (7,155) (6,092)			236,342 93,341 - -
Prof t/(loss) attributable to members of the parent entity 281,971 233,785			236,342 93,341
Basic earnings per share (cents per share) 7 50.12 39.08 Diluted earnings per share (cents per share) 7 49.89 39.00

The above income statements are presented in United States dollars and should be read in conjunction with the accompanying notes.

PAGE 37

Balance Sheets as at 30 June 2008

	Note	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
Current assets Cash and cash equivalents 36 124,235 86,801 Receivables 8 279,657 225,714 Financial assets held for trading 13 29,107 0 Available-for-sale f nancial assets at fair value 9 1,430 1,294 Other f nancial assets 10 30,901 25,768 Inventories 11 11,753 8,536 Current tax assets 17 18,974 360 Derivative f nancial instruments 18 375 - Other current assets 12 19,697 20,418			7,842 597 33,914 29,660 - - - - - - - - - - - - 1,099 233
Total Current Assets 516,129 368,891			42,855 30,490
Non current assets Receivables 8 8,082 8,872 Investments accounted for using the equity method 14 11,078 16,101 Unlisted investments at cost 15 - - Available-for-sale f nancial assets at fair value 9 7,191 5,186 Property, plant and equipment 16 107,393 79,512 Deferred tax assets 17 85,442 56,756 Derivative f nancial instruments 18 21,075 1,719 Intangibles 19 1,480,557 1,197,345 Other 1,071 733			249,593 69,901 1,737 904 902,472 654,074 37 2,511 371 828 3,550 978 - - - - 28 21
Total Non Current Assets 1,721,889 1,366,224			1,157,788 729,217
Total Assets 2,238,018 1,735,115			1,200,643 759,707
Current liabilities Payables 20 308,041 260,410 Interest bearing liabilities 21 29,804 1,151 Current tax liabilities 22 48,200 21,307 Provisions 23 43,475 34,676 Derivative f nancial instruments 18 609 1,364 Deferred consideration 24 6,783 19,643			10,552 15,380 - - 25,193 11,437 - - - - - -
Total Current Liabilities 436,912 338,551			35,745 26,817
Non current liabilities Payables 20 1,754 5,476 Interest bearing liabilities 21 881,118 433,948 Deferred tax liabilities 22 68,158 17,921 Provisions 23 51,631 54,260 Derivative f nancial instruments 18 2,864 25,317 Deferred consideration 24 17,589 19,501 Other 25 7,796 7,567			707,431 144,316 43,437 66,256 - - 492 414 - - - - - -
Total Non Current Liabilities 1,030,910 563,990			751,360 210,986
Total Liabilities 1,467,822 902,541			787,105 237,803
Net Assets 770,196 832,574			413,538 521,904
Equity Parent Entity Interest Contributed equity - ordinary shares 26 31,689 344,541 Reserves 27 126,437 63,894 Retained prof ts 6 600,794 414,658			31,689 344,541 178,819 114,840 203,030 62,523
Total parent entity interest 42 758,920 823,093 Minority interest 42 11,276 9,481			413,538 521,904 - -
Total Equity 770,196 832,574			413,538 521,904

The above balance sheets are presented in United States dollars and should be read in conjunction with the accompanying notes.

PAGE 38 Computershare Annual Report 2008

Statements of Changes in Equity for the year ended 30 June 2008

	Note	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
Total equity at the beginning of the year 832,574 699,868 Available-for-sale f nancial assets, net of tax 27 (768) 1,047 Cash f ow hedges, net of tax 27 23,046 (1,881) Exchange differences on translation of foreign operations 27 30,069 38,283			521,904 494,787 (446) 442 - - 58,060 68,209
Net income recognised directly in equity 52,347 37,449 Prof t for the year 281,971 233,785			57,614 68,651 236,342 93,341
Total recognised income and expense for the year 334,318 271,234			293,956 161,992
Transactions with equity holders in their capacity as equity holders: Contributions of equity, net of transaction costs 26 - 5,700 Dividends provided for or paid 6 (95,835) (70,252) Share buy-back 26 (306,824) (80,193) Acquisition related share transactions 26 4,446 1,175 On market purchase of shares related to employee share plans 26 (10,473) (561) Employee share based remuneration reserve 27 12,558 9,329 Equity related contingent consideration 27 (2,363) (6,359) Minority interest 1,795 2,633			- 5,700 (95,835) (70,252) (306,824) (80,193) 4,446 1,175 (10,473) (561) 11,555 9,256 (5,191) - - -
(396,696) (138,528)			(402,322) (134,875)
Total equity at the end of the year 770,196 832,574			413,538 521,904
Total recognised income and expense for the year is attributable to: Members of Computershare Limited 334,318 271,234 Minority interest 7,155 6,092			293,956 161,992 - -
341,473 277,326			293,956 161,992

The above statements of changes in equity are presented in United States dollars and should be read in conjunction with the accompanying notes.

PAGE 39

Cash Flow Statements for the year ended 30 June 2008

	Note	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
Cash f ows from operating activities Receipts from customers (inclusive of GST) 1,570,140 1,421,897 Payments to suppliers and employees (inclusive of GST) (1,112,875) (1,025,137) Dividends received 314 92 Interest paid and other costs of f nance (44,662) (32,708) Interest received 9,006 6,589 Income taxes paid (74,590) (49,762)			- - (30,286) (18,089) 1 9 - - 1,101 1,188 (9,392) -
Net operating cash f ows 36 347,333 320,971			(38,576) (16,892)
Cash f ows from investing activities Payments for purchase of subsidiaries and businesses, net of cash acquired (308,271) (81,783) Payments for investment in associated entities and joint ventures (55) (10,881) Dividend received 6,808 - Proceeds from sale of assets 20,739 21,204 Payments for investments (12,845) (19,496) Payments for property, plant and equipment (42,764) (25,658) Net loan repayments from subsidiaries - - Proceeds from sale of subsidiaries, net of cash disposed (105) 20,246 Other (1,481) (1,626)			- - - - 101 - 2,287 156 (2,032) (1,805) (89) (4) 458,780 164,136 - - - (39)
Net investing cash f ows (337,974) (97,994)			459,047 162,444
Cash f ows from f nancing activities Proceeds from issues of ordinary shares - 5,701 Payments for purchase of ordinary shares (11,149) (1,467) Buy-back of ordinary shares (306,824) (80,193) Proceeds from borrowings 627,500 184,151 Repayment of borrowings (189,729) (240,614) Dividends paid - ordinary shares (95,835) (70,252) Dividends paid to minority interest in subsidiary (3,620) (7,693) Proceeds from f nance leases 8,253 719 Repayment of f nance leases (3,573) (2,597)			- 5,701 (11,149) (1,927) (306,824) (80,193) - - - - (95,835) (70,252) - - - - - -
Net f nancing cash f ows 25,023 (212,245)			(413,808) (146,671)
Net increase/(decrease) in cash and cash equivalents held 34,382 10,732 Cash and cash equivalents at the beginning of the f nancial year 86,801 72,801 Exchange rate variations on foreign cash balances 3,052 3,268			6,663 (1,119) 597 1,580 582 136
Cash and cash equivalents at the end of the f nancial year 36 124,235 86,801			7,842 597

Refer to Note 36 for information in respect of any non cash fi nancing and investing transactions.

The above cash fl ow statements are presented in United States dollars and should be read in conjunction with the accompanying notes.

PAGE 40 Computershare Annual Report 2008

Notes to the Financial Statements

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

This general purpose fi nancial report for the reporting period ended 30 June 2008 has been prepared in accordance with Australian equivalents to International Financial Reporting Standards (AIFRS), other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001 .

The Group has adopted AASB 7 Financial Instruments: Disclosures for the accounting period beginning 1 July 2007. This had no effect on the results, cash fl ows or fi nancial position of the Group or company. However, there are changes to the notes on the accounts and comparative information is presented accordingly.

This report is to be read in conjunction with any public announcements made by Computershare Limited during the reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and Australian Stock Exchange Listing Rules.

Where necessary, comparative fi gures have been adjusted to conform with changes in presentation in the current period.

Basis of preparation of full year fi nancial report

The principal accounting policies adopted in the preparation of the fi nancial report are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The fi nancial report includes separate fi nancial statements for Computershare Limited as an individual entity and the consolidated entity consisting of Computershare Limited and its subsidiaries.

Compliance with IFRS

The fi nancial report, comprising the fi nancial statements and notes of Computershare Limited, complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The parent entity fi nancial statements and notes also comply with IFRS as issued by the IASB.

Historical cost convention

The fi nancial statements have been prepared under the historical cost convention as modifi ed by the revaluation of available-forsale fi nancial assets and fi nancial assets and liabilities (including derivative instruments) at fair value through profi t or loss.

Principles of consolidation

The consolidated fi nancial statements include the assets and liabilities of the parent entity, Computershare Limited, and its subsidiaries, referred to collectively throughout these fi nancial statements as the “consolidated entity” or “the Group”.

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 consolidated only from the date control commenced or up to the date control ceased.

Financial statements of foreign subsidiaries, associates and joint ventures presented in accordance with overseas accounting principles are, for consolidation purposes, adjusted to comply with Group policy and AIFRS.

Subsidiaries

Investments in subsidiaries are carried in the company’s fi nancial statements at the lower of cost and recoverable amount. Dividends from subsidiaries are brought to account in the income statement when they are declared by the subsidiaries.

Associates

Associates are all entities over which the Group has signifi cant infl uence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. 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 Group’s share of its associates’ post acquisition profi ts or losses is recognised in the income statement. 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.

Joint ventures

Interests in joint venture partnerships are accounted for in the consolidated fi nancial statements using the equity method and are carried at cost by the parent entity.

Foreign currency translation

Functional and presentation currency

Items included in the fi nancial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated and parent entity fi nancial statements are presented in US dollars, as a signifi cant portion of the Group’s activity is denominated in US dollars. Computershare Limited’s functional currency is Australian dollars.

PAGE 41

Notes to the Financial Statements

Transactions and balances

Foreign currency transactions are converted to US 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 US 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.

Exchange differences relating to monetary items are included in the income statement, as exchange gains or losses, in the period when the exchange rates change, except when deferred in equity as qualifying cash fl ow hedges and qualifying net investment hedges.

Group companies

All resulting exchange differences from the translation of the results and fi nancial position of all the Group entities that have a functional currency other than US dollars are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

Income tax

The fi nancial statements apply the principles of tax-effect accounting. The income tax expense in the income statement represents tax on the pre-tax accounting profi t adjusted for income and expenses never to be assessed or allowed for taxation purposes. This is also adjusted for changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the fi nancial statements.

Deferred tax assets and liabilities are recognised for temporary differences calculated at the tax rates expected to apply when the differences reverse. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

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 Offi ce has been formally notifi ed of this decision.

The relevant entities have also entered into a tax sharing deed, which includes tax funding arrangements. 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 subsidiaries in this Group in the fi nancial 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 deed are recognised separately as tax related intercompany payables or receivables. The parent entity and the other relevant entities continue to account for their own deferred tax amounts.

Leases

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classifi ed as fi nance leases. Assets acquired under fi nance 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.

Leases in which a signifi cant portion of the risks and rewards of ownership are retained by the lessor are classifi ed as operating leases. Operating lease assets are not capitalised and rental payments (net of any incentives received from the lessor) are charged against operating profi t on a straight line basis over the period of the lease.

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.

Software and research and development costs

Internally developed software and related research and development costs are expensed in the year in which they are incurred as they do not meet the recognition criteria for capitalisation.

PAGE 42 Computershare Annual Report 2008

Impairment of assets

All non-current assets that have an indefi nite useful life are not subject to amortisation and are reviewed at least annually to determine whether their carrying amounts require write-down to recoverable amount. Other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss will be recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For available for sale assets, a signifi cant or prolonged decline in fair value is considered in determining whether the asset is impaired.

For the purposes of impairment testing, assets are grouped at the lowest levels for which there are separately identifi able cash fl ows (cash generating units).

These impairment calculations require the use of assumptions.

Inventories

Inventories are valued at the lower of cost and net realisable value. Cost is assigned on a fi rst-in fi rst-out basis. Prepaid inventory is recorded at cost and is bought on behalf of the company’s clients. As the inventory is used, the costs are billed.

Property, plant and equipment

Property, plant and equipment is stated at historical costs less depreciation.

The amounts at which property, plant and equipment are stated in these fi nancial statements are regularly reviewed. Where revaluations are made they are based on reports by independent valuers.

The gain or loss on disposal of re-valued 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 profi t or 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 leasehold plant and equipment, are depreciated on a straight line basis at rates calculated to allocate their cost, less estimated residual value, over their estimated useful life. Additions and disposals are depreciated for the period held, in the year of acquisition or disposal. Depreciation expense has been determined based on the following rates of depreciation:

Buildings (2.5% per annum);
Plant and Equipment (10% to 50% per annum);
Fixtures and Fittings (13% to 50% per annum); and
Motor Vehicles (15% to 40% per annum).

Revenue

Revenue is measured at the fair value of the consideration received or receivable. 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 fi xed 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.

In relation to the recognition of any profi ts 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 income statement by reference to the stage of completion of the project as at balance date.

Software licence sales and associated development, installation and maintenance fees are recognised in accordance with written customer agreements when the entity has the right to be compensated for services and it is probable that compensation will fl ow to the entity in the future.

Document processing revenues include revenue from the provision of paper and electronic document needs for issuers, investors and many corporations. This includes design, document composition and programming, through to various production and distribution methods. Revenue is recognised to match the period in which services are performed.

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.

PAGE 43

Notes to the Financial Statements

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.

Signifi cant items

Where items of income and expense are material because of their nature, size or incidence, their nature and amount is disclosed separately.

Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Collectibility of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is recognised in the income statement.

Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of fi nancial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

Dividends

Provision is made for the amount of any dividend declared by the directors on or before the end of the fi nancial year but not distributed at balance date.

Earnings per share

Basic earnings per share

Basic earnings per share is determined by dividing net profi t 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 fi nancial year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per share

Diluted earnings per share adjusts the fi gure used in the determination of basic earnings per share to take into account the after income tax effect of interest and other fi nancing 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.

Management basic earnings per share

Management basic earnings per share excludes certain items to permit a more appropriate and meaningful analysis of the Group’s underlying performance on a comparative basis. The net profi t used in the Management earnings per share calculation refl ects the after tax adjustments for individually signifi cant items (refer note 4).

Cash and cash equivalents

For the purposes of the cash fl ow statement, cash and cash equivalents includes cash on hand, deposits at call with fi nancial institutions and other highly liquid investments with short periods to maturity (three months or less) which are readily convertible to known amounts of cash on hand and are subject to an insignifi cant risk of changes in value, net of outstanding bank overdrafts. Cash and cash equivalents excludes broker client deposits carried on the balance sheet that are recorded as other current fi nancial assets.

Intangible Assets

Goodwill

On acquisition of a subsidiary, the difference between the purchase consideration plus directly attributable costs and the fair value of the Group’s share of identifi able net assets acquired is initially brought to account as goodwill or discount on acquisition. Within 12 months of completing the acquisition, identifi able intangible assets will be valued by management and separately recognised on the balance sheet.

Purchased goodwill is not amortised. Instead, goodwill is tested annually for impairment or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on disposal of an entity include the carrying amount of goodwill relating to an entity sold.

Goodwill is allocated to cash generating units for the purpose of impairment testing. Each of these cash generating units represents the Group’s internal management reporting structure.

Acquired intangible assets

Acquired intangible assets have a fi nite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the cost over their estimated useful lives, ranging from one to ten years.

PAGE 44 Computershare Annual Report 2008

Business combinations

The purchase method of accounting is used for all business combinations 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 acquisition date, unless it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable measure 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 fi nancier under comparable terms and conditions.

Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at acquisition date. The excess of the cost of acquisition over the fair value of the Group’s share of identifi able net assets acquired is recorded as goodwill. Where an entity or operation is acquired and the fair value of the identifi able net assets acquired exceeds the cost of acquisition, the difference is recognised as income directly in the income statement.

Employee benefi ts

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

Superannuation is included in the determination of provisions. Vested sick leave and annual leave are measured at the amounts expected to be paid when the liabilities are settled.

The long service leave provision is measured at the present value of estimated future cash fl ows, discounted by the interest rate applicable to Commonwealth Government securities maturing in the period the liability is expected to fall due. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.

Retirement benefi ts

Contributory superannuation and pension plans exist to provide benefi ts 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 classifi cation. The contributions made to the funds by Group entities are charged against profi ts.

Defi ned benefi t superannuation and pension plans are operated in Germany and India only. Where material to the group, a liability or asset in respect of the these plans is recognised on the balance sheet, and is measured as the present value of the defi ned benefi t obligation at the reporting date plus unrecognised actuarial gains (less unrecognised actuarial losses) less the fair value of the superannuation fund’s assets at that date and any unrecognised past service cost.

Executive share and performance right schemes

Certain employees are entitled to participate in share and performance rights schemes.

The market value of shares issued to employees for no cash consideration issued under the employee and executive share schemes is recognised as a personnel expense over the vesting period with a corresponding increase in share based payments reserve.

The fair value of performance rights issued under the Computershare Deferred Long Term Incentive Plan are recognised as a personnel expense over the vesting period with a corresponding increase in share based payments reserve.

The fair value of performance rights granted is determined using a pricing model that takes into account factors that include the exercise price, the term of the performance right, the vesting and performance criteria, the share price at grant date and the expected price volatility of the underlying share. The fair value calculation excludes the impact of any non market vesting conditions. Non market vesting conditions are included in assumptions about the number of performance rights that are expected to become exercisable. At each balance date, the entity revises its estimate of the number of performance rights that are expected to become exercisable. The personnel expense recognised each period takes into account the most recent estimate.

Where shares are procured by the Group with cash to satisfy obligations for vested employee entitlements, under these plans, a reduction in the share capital is shown.

Shares issued under employee and executive share plans are held in trust until vesting date. Unvested shares held by the trust are consolidated into the group fi nancial statements.

Termination benefi ts

Liabilities for termination benefi ts, not in connection with the acquisition of an entity or operation are recognised when a detailed plan for the terminations has been developed and a valid expectation has been raised in those employees affected that the terminations will be carried out. The liabilities for termination benefi ts are recognised in other payables unless the amount or timing of the payments is uncertain, in which case they are recognised as provisions.

Liabilities for termination benefi ts relating to an acquired entity or operation that arise as a consequence of an acquisition are recognised as at the date of acquisition if, at or before the acquisition date, the acquiree had an existing liability for restructuring.

PAGE 45

Notes to the Financial Statements

Non-current assets (or disposal groups) held for sale

Non-current assets and liabilities (or disposal groups) classifi ed as held for sale are presented separately from other assets and liabilities in the balance sheet. They are stated at the lower of their carrying amount and fair value less costs to sell if their carrying amount will be recovered principally through a sale transaction rather than through continuing use.

An impairment loss is recognised for any initial or subsequent write down of the asset (or disposal group) to fair value less costs to sell. Non-current assets are not depreciated or amortised while they are classifi ed as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classifi ed as held for sale continue to be recognised.

Share capital

Ordinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders and is classifi ed as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

Investments and other fi nancial assets

The Group classifi es its investments and other fi nancial instruments in the following categories: fi nancial assets at fair value through profi t or loss, loans and receivables and available for sale assets. The classifi cation depends on the purpose for which the investments were acquired. Management determines the classifi cation of its investments at initial recognition and re-evaluates this designation at each reporting date.

i. Financial assets at fair value through profi t or loss

This category has two sub categories: fi nancial assets held for trading and those designated at fair value through profi t or loss on initial recognition. A fi nancial asset is classifi ed in this category if acquired principally for the purpose of selling in the short term or if so designated by management.

ii. Loans and receivables

Loans and receivables are non derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the balance sheet date which are classifi ed as non-current assets. Loans and receivables are included within receivables in the balance sheet.

iii. Available for sale assets

Available for sale fi nancial assets are non-derivatives that are either designated in this category or not classifi ed in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.

Initial recognition and subsequent measurement

All fi nancial assets are initially recognised at fair value plus transaction costs. Loans and receivables are subsequently carried at amortised cost using the effective interest method. Subsequently, available for sale fi nancial assets and fi nancial assets at fair value through profi t or loss are carried at fair value. Realised and unrealised gains and losses arising from changes in fair value of fi nancial assets at fair value through profi t or loss category are included in the income statement in the period in which they arise. Unrealised gains and losses for changes in fair value of available for sale assets are recognised in equity in the available for sale asset reserve. When these assets are sold or impaired, the accumulated fair value adjustments are included in the income statement.

The fair values of quoted investments (classifi ed as available for sale assets or held for trading assets) are based on current bid prices. If the market for a fi nancial asset is not active (and for unlisted securities), the Group establishes the fair value by using accepted valuation techniques.

The Group assesses at each balance date whether there is objective evidence that a fi nancial asset or group of fi nancial assets is impaired.

Borrowings

Borrowings are initially recognised at fair value. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds and the redemption amount is recognised in the income statement over the period of the borrowing using the effective interest method. Borrowings are classifi ed as current liabilities unless the Group has a legal right to defer settlement of the liability for at least 12 months after the balance sheet date.

Derivative Instruments

The Group uses derivative fi nancial instruments to manage specifi cally identifi ed interest rate and foreign currency risks. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain fi nancial instruments, including derivatives, as either; (1) hedges of net investments of a foreign operation; (2) hedges of fi rm commitments (cash fl ow hedges); or (3) fair value hedges.

PAGE 46 Computershare Annual Report 2008

Hedging

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash fl ows of hedged items.

i. Hedge of net investment

Changes in the fair value of foreign currency debt balances that are designated and qualify as hedging instruments are recorded in equity in the foreign currency translation reserve. The change in value of the net investment is recorded in the foreign currency translation reserve in accordance with AASB 121 requirements. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

ii. Cash fl ow hedge

The Group uses interest rate derivatives to manage interest rate exposure. These derivatives are entered into as part of a hedging relationship.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash fl ow hedges is recognised in equity in the cash fl ow hedge reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profi t or loss (for instance when the future cash fl ows that are hedged take place).

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement.

iii. Fair value hedge

The Group uses interest rate derivatives to manage the fi xed interest exposure that arises as a result of notes issued as part of the US Senior Notes. Changes in the fair value of these derivatives are recorded in the income statement, together with any changes in the fair value of the hedged liabilities that are attributable to the hedged risk.

iv. Derivatives that do not qualify for hedge accounting

Certain forward exchange contracts and foreign currency options do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the income statement.

Fair value estimation

The fair value of fi nancial assets and fi nancial liabilities must be estimated for recognition and measurement or for disclosure purposes.

The fair market value of fi nancial instruments traded in active markets (such as available for sale securities) is on quoted market prices at the balance sheet date. The quoted market price used for fi nancial assets held by the Group is the current bid price.

The fair value of fi nancial instruments that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Valuation techniques, such as estimated discounted cash fl ows, are used to determine the fair value of the remaining fi nancial instruments.

New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2008 reporting periods. The Group’s assessment of the impact of these new standards and interpretations is below.

AASB 8 Operating Segments and AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8

AASB 8 and AASB 2007-3 are effective for annual reporting periods commencing on or after 1 January 2009. AASB 8 will result in a signifi cant change in the approach to segment reporting, as it requires adoption of a “management approach” to reporting on the fi nancial performance. The information being reported will be based on what the key decision-makers use internally for evaluating segment performance and deciding how to allocate resources to operating segments. The Group has not yet decided when to adopt AASB 8. Application of AASB 8 may result in different segments, segment results and different type of information being reported in the segment note of the fi nancial report. However, it will not affect any of the amounts recognised in the fi nancial statements.

PAGE 47

Notes to the Financial Statements

Revised AASB 101 Presentation of Financial Statements and AASB 2007-8 Amendments to Australian Accounting Standards arising from AASB 101

The revised AASB 101 that was issued in September 2007 is applicable for annual reporting periods beginning on or after 1 January 2009. It requires the presentation of a statement of comprehensive income and makes changes to the statement of changes in equity but will not affect any of the amounts recognised in the fi nancial statements. If an entity has made a prior period adjustment or a reclassifi cation of items in the fi nancial statements, it will also need to disclose a third balance sheet (statement of fi nancial position), this one being as at the beginning of the comparative period.

AASB 2008-1 Amendments to Australian Accounting Standard - Share-based Payments: Vesting Conditions and Cancellations

AASB 2008-1 was issued in February 2008 and will become applicable for annual reporting periods beginning on or after 1 January 2009. The revised standard clarifi es that vesting conditions are service conditions and performance conditions only and that other features of a share-based payment are not vesting conditions. It also specifi es that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The Group will apply the revised standard from 1 July 2009, but it is not expected to affect the accounting for the Group’s share-based payments.

Revised AASB 3 Business Combinations, AASB 127 Consolidated and Separate Financial Statements and AASB 2008-3 Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127

Revised accounting standards for business combinations and consolidated fi nancial statements were issued in March 2008 and are operative for annual reporting periods beginning on or after 1 July 2009, but may be applied earlier. The Group has not yet decided when it will apply the revised standards. However, the new rules generally apply only prospectively to transactions that occur after the application date of the standard. Their impact will therefore depend on whether the Group will enter into any business combinations or other transactions that affect the level of ownership held in the controlled entities in the year of initial application.

AASB 2008-7 Amendments to Australian Accounting Standards - Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

In July 2008 the AASB approved amendments to AASB 1 First-time Adoption of International Financial Reporting Standards and AABS 127 Consolidated and Separate Financial Statements. The new rules will apply to fi nancial reporting periods commencing on or after 1 January 2009. The Group will apply the revised rules prospectively from 1 July 2009. After that date, all dividends received from investments in subsidiaries, jointly controlled entities or associates will be recognised as revenue, even if they are paid out of pre-acquisition profi ts, but the investments may need to be tested for impairment as a result of the dividend payment. Furthermore, when a new intermediate parent entity is created in internal reorganisations it will measure its investment in subsidiaries at the carrying amounts of the net assets of the subsidiary rather than the subsidiary’s fair value.

Improvements to Australian Accounting Standards: AASB 2008-5 and AASB 2008-6

In July 2008, the AASB issued a number of improvements to existing Australian Accounting Standards Standards. The amendments will generally apply to fi nancial reporting periods commencing on or after 1 January 2009, except for some changes to AASB 5 Non-current Assets Held for Sale and Discontinued Operations regarding the sale of the controlling interest in a subsidiary which will apply from 1 July 2009. The Group will apply the revised standards from 1 July 2009. The Group does not expect that any adjustments will be necessary as the result of applying the revised rules.

IFRIC Interpretation 16 Hedges of a Net Investment in a Foreign Operation

IFRIC Interpretation 16 was issued in July 2008 and applies to reporting periods commencing on or after 1 October 2008. The interpretation clarifi es which foreign currency risks qualify as hedged risk in the hedge of a net investment in a foreign operation and that hedging instruments may be held by any entity or entities within the group. It also provides guidance on how an entity should determine the amounts to be reclassifi ed from equity to profi t or loss for both the hedging instrument and the hedged item. The Group will apply the interpretation prospectively from 1 July 2009. There will be no changes to the accounting for the existing hedge of the net investment.

AASB 2008-8 Amendment to Australian Accounting Standards - Eligible Hedged Item

In August 2008 the AASB approved an amendment to AASB 139 Financial Instruments: Recognition and Measurement. It is effective for accounting periods beginning on or after 1 July 2009 and must be applied retrospectively in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors. The Group will apply the amended standard from 1 July 2009 and has reviewed its hedging transactions and determined that there will be no impact on the fi nancial report when the standard is fi rst applied.

PAGE 48 Computershare Annual Report 2008

	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
2. REVENUE AND EXPENSES FROM CONTINUING OPERATIONS (a) Revenues *Sales revenue* Rendering of services 1,563,971 1,404,197 *Other revenue* Dividends received from: > other persons 314 92 > subsidiaries - - Interest received from: > other persons 7,286 8,400 > subsidiaries - - Other fees received from subsidiaries - -		- - 1 9 175,246 49,042 1,101 1,188 380 1,847 95,078 73,963
Total other revenue 7,600 8,492		271,806 126,049
Total revenue from continuing operations (excluding share of net prof ts of associates and joint ventures accounted for using the equity method) 1,571,571 1,412,689		271,806 126,049
(b) Expenses *Depreciation and amortisation* Depreciation of property, plant and equipment 28,560 22,803 Amortisation of: > Leased assets - 203 > Leasehold improvements 4,513 3,155 > Intangible assets 6,595 5,811 > Other 7 50		494 479 - - - - - - - -
Total depreciation and amortisation 39,675 32,022		494 479
*Finance costs* Interest paid: > to other persons 40,259 30,800 > to subsidiaries - - Loan facility fees 1,271 294		- - 5,254 2,983 - -
Total f nance costs 41,530 31,094		5,254 2,983
*Other operating expense items* Operating lease rentals 52,629 39,512 Technology spending - research and development 64,789 43,296 Employee entitlements expense 601,527 540,671 Net charge to provision for doubtful trade debts 3,314 1,513		- 6 - - 9,262 9,948 - -

PAGE 49

Notes to the Financial Statements

	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
3. OTHER INCOME Net foreign exchange gains/(losses) 1,403 204 Net gain on disposal of available for sale investments 2,747 12,501 Net gain on disposal of property, plant and equipment - 66 Net gain on fair value of held for trading assets 3,715 - Other income 7,324 2,539		10,157 1,437 2,387 - - - - - - 10
Total other income 15,189 15,310		12,544 1,447
4. INDIVIDUALLY SIGNIFICANT ITEMS Included in the consolidated income statement are the following signif cant items: For the year ended30 June2008:		$000
Restructuring provisions related to business combinations (net of tax) QMT acquisition North America > Equiserve restructuring provisions adjustment > Property restructure Other acquisitions Loss on disposal of controlled entities Tax losses recognised Marked to market adjustments – derivatives (net of tax) Intangible asset amortisation (net of tax) Other		(6,915) 2,927 (1,913) (299) (6,200)
		(480) 1,746 964 (4,641) 193
Net individually signif cant item expense		(8,418)
For the year ended30 June2007:		$000
Prof t on sale of subsidiaries (net of tax) > Analytics > Other Canadian operations restructure (net of tax) Restructuring provisions related to business combinations (net of tax) North America > Equiserve restructuring provisions adjustment > Property restructure Tax losses recognized Marked to market adjustments – derivatives (net of tax) Intangible asset amortisation (net of tax)		7,658 228 7,886
		(1,254) 6,607 (1,275) 5,332
		6,819 (179) (4,246)
Net individually signif cant item income		14,358

PAGE 50 Computershare Annual Report 2008

	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
5. INCOME TAX a) Income tax expense Current tax expense 78,360 74,101 Deferred tax expense 27,770 8,597 (Under/ (over) provided in prior years) (4,572) 917		26,208 20,625 (2,268) (101) - (125)
Total income tax expense 101,558 83,615		23,940 20,399
Deferred income tax (revenue)/ expense included in income tax expense comprises: Decrease/ (increase) in deferred tax assets (note17) (20,875) 7,937 (Decrease)/ increase in deferred tax liabilities (note22) 48,645 660		(3,711) (533) 1,443 432
27,770 8,597		(2,268) (101)
b) Numerical reconciliation of income tax expense to prima facie tax payable Prof t before income tax expense 390,684 323,492 The tax expense for the f nancial year differs from the amount calculated on the prof t. The differences are reconciled as follows: Prima facie income tax expense thereon at30% 117,205 97,048 Tax effect of permanent differences: Non deductible expenses (including depreciation and amortisation) 1,412 1,465 Research and development allowance (2,199) (1,219) Tax losses utilised not previously brought to account - (6,993) Benef t of tax losses not booked 796 - Non deductible Share based payments 550 1,808 Finance costs - (3,453) Rebatable/non-assessable dividend - - Other deductible items (11,503) (9,357) Non assessable accounting prof t on the sale of assets (774) (2,573) Other (2,921) (517) Differential in overseas tax rates 5,054 6,865 Prior year tax (over)/under provided (4,572) 917 Restatement of deferred tax balances due to income tax rate changes (1,490) (376)		260,283 113,740 78,085 34,122 - 203 - - - - - - 58 1,133 - - (52,574) (14,713) - - (99) 46 (1,530) (267) - - - (125) - -
Income tax expense (benef t) 101,558 83,615		23,940 20,399
c) Amounts recognised directly in equity Net deferred tax – debited/(credited) directly to equity (note17and note22) 650 (1,135)		- 32

d) Unrecognised tax losses

As at 30 June 2008 companies within the consolidated entity had estimated unconfi rmed gross tax losses (including capital losses) of $45,916,998 (2007: $44,229,974) available to offset against future years’ taxable income. The benefi t of these losses has not been brought to account as realisation is not probable. The parent company had estimated unconfi rmed gross income tax losses (including capital losses) of $nil (2007: $nil).

e) Tax consolidation legislation

PAGE 51

Notes to the Financial Statements

	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
6. RETAINED PROFITS AND DIVIDENDS Retained prof ts Retained prof ts at the beginning of the f nancial year 414,658 251,125 Ordinary dividends provided for or paid (95,835) (70,252) Net prof t/(loss) attributable to members of Computershare Limited 281,971 233,785		62,523 39,434 (95,835) (70,252) 236,342 93,341
Retained prof ts at the end of the f nancial year 600,794 414,658		203,030 62,523
Dividends Ordinary Dividends paid during the f nancial year in respect of the previous year, AU9cents per share (2007– AU7cents) unfranked 46,163 32,787 46,163 32,787 Dividends paid in respect of the current f nancial year June2008, AU10cents per share, unfranked (June2007, AU8cents per share unfranked) 49,672 37,465 49,672 37,465 The directors have determined that a f nal dividend of AU11.0cents per share franked to30% in respect of the year ended 30June2008is to be paid on19September2008. As the dividend was not declared until13August2008a provision has not been recognised as at30June2008.

	Consolidated 2008 2007 $000 $000	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
Dividend franking account Franking credits available for subsequent f nancial years based on a tax rate of30% 32,993 12,017 The above amounts represent the balance of the franking account on a tax paid basis.			32,993 12,017
	Calculation of Basic EPS $000	Calculation of Diluted EPS $000	Calculation of Management Basic EPS $000	Calculation of Management Diluted EPS $000
7. EARNINGS PER SHARE Year end30 June2008 Earnings per share (cents per share) 50.12 cents 49.89 cents Net prof t 289,126 289,126 Minority interest (prof t)/loss (7,155) (7,155) Exclusion of signif cant items (note4) - -			51.61 cents 51.38 cents 289,126 289,126 (7,155) (7,155) 8,418 8,418
Net prof t 281,971 281,971			290,389 290,389
Weighted average number of ordinary shares used as denominator in calculating basic earnings per share 562,627,768 Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share 565,136,648			562,627,768 565,136,648
Year end30 June2007 Earnings per share (cents per share) 39.08cents 39.00cents Net prof t 239,877 239,877 Minority interest (prof t)/loss (6,092) (6,092) Exclusion of signif cant items (note4) - -			36.68cents 36.61cents 239,877 239,877 (6,092) (6,092) (14,358) (14,358)
Net prof t 233,785 233,785			219,427 219,427
Weighted average number of ordinary shares used as denominator in calculating basic earnings per share 598,195,249 Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share 599,438,179			598,195,249 599,438,179

PAGE 52 Computershare Annual Report 2008

Reconciliation of weighted average number of shares used as the denominator:

	Consolidated 2008 Number 2007 Number
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 562,627,768 598,195,249 Adjustments for calculation of diluted earnings per share: Options (refer note28for options on issue) 5,479 - Equity related contingent consideration 3,401 3,204 Performance rights1 2,500,000 1,239,726

1 Performance rights issued during 2005 were considered to be dilutive as at 30 June 2008. They were included as dilutive from 1 January 2007. Performance rights issued during 2006 were not dilutive as at 30 June 2008 and were therefore not included in the calculation of diluted EPS.

	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
8. RECEIVABLES Current Trade receivables 212,329 167,528 Trade receivables - intercompany - -		- - 33,737 29,571
Total trade receivables 212,329 167,528 Less: Provision for doubtful debts (9,126) (5,992)		33,737 29,571 - -
Trade receivables, net 203,203 161,536 Accrued revenue 43,862 39,828 Other non-trade amounts 23,509 14,541 Interest receivable 9,083 9,809		33,737 29,571 - - 177 89 - -
279,657 225,714		33,914 29,660
Non-Current Non-trade amounts owing - intercompany - - Foreign tax credits 2,854 6,430 Other 5,228 2,442		249,626 65,694 (33) 4,207 - -
8,082 8,872		249,593 69,901

Bad and doubtful trade receivables

Trade receivables are considered impaired where there is objective evidence that the Group will not be able to collect all amounts due according to the original trade and other receivable terms. Terms of trade in relation to credit sales are on a weighted average of 30 days from the date of invoice. Factors considered when determining if impairment exists include aging and timing of expected receipts and the credit worthiness of counterparties. The Group operates in a number of diverse markets and accordingly the terms of trade and review process vary by country and business.

The Group has recognised a loss of $1,022,056 (2007: $2,956,128) in respect of bad trade receivables during the year ended 30 June 2008. There were no bad and doubtful trade receivables for the parent in 2008 or 2007. The loss has been included in the direct and technology services expense lines in the income statement.

As at 30 June, the analysis of trade receivables for the consolidated entity that were past due but not impaired is as follows:

Past due but not impaired	Past due but not impaired	Past due but not impaired	Past due but not impaired
Neither past due nor impaired $000	Less than 30days overdue $000	More than30days but less than 90days overdue $000	More than 90days overdue $000	Total $000
2008 98,662 69,949 28,693 5,899 2007 110,145 31,545 17,851 1,995				203,203 161,536

All other receivables (including amounts due from subsidiaries to the Parent entity) do not contain impaired assets and are not past due.

PAGE 53

Notes to the Financial Statements

	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
9. AVAILABLE FOR SALE FINANCIAL ASSETS AT FAIR VALUE Current Listed equity securities 1,430 1,294		- -
Non-Current Listed equity securities 5,518 4,618 Unlisted equity securities 1,673 568		37 2,511 - -
7,191 5,186		37 2,511
10. OTHER FINANCIAL ASSETS Current Broker client deposits (a) (note20) 29,044 25,768 Other client liabilities (note20) 200 - Other 1,657 -		- - - - - -
30,901 25,768		- -
(a) An overseas entity is a licensed deposit taker. As at year end this subsidiary has accepted deposits in its own nam other f nancial assets together with a corresponding liability. The deposits are insured through a local regulatory		e, and recorded these funds as authority.
	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
11. INVENTORIES Raw materials and stores, at cost 4,846 4,331 Work in progress, at cost 6,907 4,205		- - - -
11,753 8,536		- -
12. OTHER CURRENT ASSETS Current Prepayments 19,697 17,183 Other - 3,235		1,099 233 - -
19,697 20,418		1,099 233
13. FINANCIAL ASSETS HELD FOR TRADING Current Financial assets held for trading 29,107 -		- -
14. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD Non-Current Shares in associates (note40) 9,341 15,197 Interest in joint venture partnerships (note41) 1,737 904		- - 1,737 904
11,078 16,101		1,737 904
15. UNLISTED INVESTMENTS AT COST Non-Current Unlisted shares in subsidiaries - - Share based payments to subsidiaries - -		869,042 630,981 33,430 23,093
- -		902,472 654,074

PAGE 54 Computershare Annual Report 2008

Consolidated	Land at cost $000	Building, freehold at cost $000	Buildings, leasehold at cost $000	Plant and Equip- ment $000	Fixtures and Fittings $000	Motor Vehicles $000	Leased plant and equip- ment $000	Leasehold improve- ments at cost $000	Total $000
16. PROPERTY, PLANT AND EQUIPMENT At1 July2006 Cost 365 838 6,242 163,113 37,703 793 3,611 29,765 242,430 Accumulated depreciation - - (3,126) (123,950) (26,644) (472) (3,213) (10,704) (168,109)
Net book amount 365 838 3,116 39,163 11,059 321 398 19,061 74,321
Opening net book amount 365 838 3,116 39,163 11,059 321 398 19,061 74,321 Acquisition through subsidiaries and businesses acquired - - 120 525 33 23 - 28 729 Additions - - 96 19,086 1,210 106 - 5,011 25,509 Disposals - - - (593) (47) (10) - (56) (706) Depreciation charge - - (650) (18,211) (3,282) (137) (248) (3,326) (25,854) Currency translation differences 22 57 270 3,329 830 25 20 516 5,069 Transfers other (205) 562 (550) (313) 358 (6) 502 96 444
Closing net book amount 182 1,457 2,402 42,986 10,161 322 672 21,330 79,512
Cost 182 1,457 6,304 191,850 41,497 1,029 9,334 36,167 287,820 Accumulated depreciation - - (3,902) (148,864) (31,336) (707) (8,662) (14,837) (208,308)
At30 June2007 182 1,457 2,402 42,986 10,161 322 672 21,330 79,512
At1 July2007 Opening net book amount 182 1,457 2,402 42,986 10,161 322 672 21,330 79,512 Acquisition through subsidiaries and businesses acquired - - - 5,563 779 79 6,572 69 13,062 Additions - - 28 35,520 2,168 219 - 4,714 42,649 Disposals - (125) - (1,831) (21) (25) - (84) (2,086) Depreciation charge - (94) (550) (23,547) (3,435) (166) (372) (4,728) (32,892) Currency translation differences 32 162 16 2,828 737 20 517 281 4,593 Transfers Other - (400) 248 1,484 114 6 (531) 1,634 2,555
Closing net book amount 214 1,000 2,144 63,003 10,503 455 6,858 23,216 107,393
Cost 214 1,535 5,515 240,735 46,913 1,305 15,771 39,900 351,888 Accumulated depreciation - (535) (3,371) (177,732) (36,410) (850) (8,913) (16,684) (244,495)
At30 June2008 214 1,000 2,144 63,003 10,503 455 6,858 23,216 107,393

PAGE 55

Notes to the Financial Statements

Parent entity	Plant and Equipment $000	Motor Vehicles $000	Total $000
At1 July2006 Cost 115 1,578 2 Accumulated depreciation (4) (529) (1)		55 (44)	1,750 (578)
Net book amount 111 1,049 1		11	1,172
Opening net book amount 111 1,049 1 Additions - - 4 Depreciation charge (3) (473) - Currency translation differences 15 114 -		11 - (3) 2	1,172 4 (479) 131
Closing net book amount 123 690 5		10	828
Cost 131 1,807 6 Accumulated depreciation (8) (1,117) (1)		63 (53)	2,007 (1,179)
At30 June2007 123 690 5		10	828
At1 July2007 Opening net book amount 123 690 5 Additions - 95 - Disposals (144) - - Depreciation charge (1) (526) (1) Currency translation differences 27 94 1		10 - - (4) 2	828 95 (144) (532) 124
Closing net book amount 5 353 5		8	371
Cost 5 2,146 8 Accumulated depreciation - (1,793) (3)		72 (64)	2,231 (1,860)
At30 June2008 5 353 5		8	371

	Consolidated 2008 2007 $000 $000	2008 $000	Parent Entity 2007 $000
17. TAX ASSETS Current tax assets Refunds receivable 18,974 360		-	-
Deferred tax assets Attributable to carry forward tax losses 18,908 17,004 Attributable to temporary differences 66,534 39,752		- 3,350	- 978
85,442 56,756		3,350	978
The deferred tax assets attributable to temporary differences predominantly relate to restructuring provisions, future services provisions, other provisions and other payables. Movements during the year: Opening balance at1July 56,756 60,077 978 789 Currency translation difference 2,363 3,713 104 120 Credited/(charged) to the income statement (note5) 20,875 (7,937) 3,711 533 Credited/(charged) to equity (967) 903 - (32) Set off of deferred tax liabilities - - (1,443) (432) Acquisition of subsidiary 6,415 - - -
Closing balance at30June 85,442 56,756 3,350 978

PAGE 56 Computershare Annual Report 2008

	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
18. DERIVATIVE FINANCIAL INSTRUMENTS Derivative assets Current 375 - Non-Current 21,075 1,719		- - - -
21,450 1,719		- -
Derivative assets – Current and Non-Current Fair values of interest rate derivatives designated as cash f ow hedges (a) 20,316 1,719 Fair values of interest rate derivatives designated as fair value hedges (b) 1,134 -		- - - -
Total derivative assets 21,450 1,719		- -
Derivative liabilities Current 609 1,364 Non-Current 2,864 25,317		- - - -
3,473 26,681		- -
Derivative liabilities – Current and Non-Current Fair values of interest rate derivatives designated as cash f ow hedges (a) 2,946 9,043 Fair values of interest rate derivatives designated as fair value hedges (b) - 16,499 Fair values of interest rate derivatives for which hedge accounting has not been applied 523 1,036 Fair Value of foreign currency contracts for which hedge accounting has not been applied 4 103		- - - - - - - -
Total derivative liabilities 3,473 26,681		- -

(a) The gain or loss from remeasuring the designated cash fl ow hedging instruments at fair value is deferred in equity in the cash fl ow hedge reserve (note 27), to the extent that the hedge is effective, and reclassifi ed into profi t and loss when the hedged interest income is recognised. The ineffective portion is recognised in the income statement immediately. In the year ended 30 June 2008 a profi t before tax of $309,509 was transferred to the income statement (30 June 2007: loss before tax of $254,962).

(b) The gain or loss from remeasuring the designated fair value hedging instruments at fair value is recognised immediately in the income statement. Refer to note 21(b) for further disclosure on the interest rate derivatives designated as fair value hedges.

The following table summarises by currency the United States dollar value of forward and spot foreign exchange agreements. Foreign currency amounts are translated at rates current at the reporting date. The ‘buy’ amounts represent the United States dollar equivalent of commitments to purchase foreign currencies, and the ‘sell’ amount represents the United States dollar equivalent of commitments to sell foreign currencies. No hedge accounting is applied to these agreements.


	2008 2007 $000 $000	Average Exchange Rate 2008 2007
Buy AU dollars, Sell Canadian dollars -3months or less - 11,327 Buy AU dollars, Sell Japanese yen -3months or less 480 - Sell AU dollars, Buy Canadian dollars -3months or less 7 - Sell AU dollars, Buy Euro -3months or less 79 - Sell AU dollars, Buy South African rand -3months or less 3 7 Sell AU dollars, Buy UK pounds -3months or less 60 - Sell AU dollars, Buy US dollars -3months or less 100 -		- 0.9060 102.55 - 0.9720 - 0.6120 - 7.5467 5.9840 0.4816 - 0.9585 -

PAGE 57

Notes to the Financial Statements

Consolidated	Goodwill $000	Customer contracts and relationships $000	Other $000	Total $000
19. INTANGIBLE ASSETS At1 July2006 Cost 1,102,315 5,712 8,618 Accumulated amortisation - (2,080) (3,255)				1,116,645 (5,335)
Net book amount 1,102,315 3,632 5,363				1,111,310
Year ended30 June2007 Opening net book amount 1,102,315 3,632 5,363 Additions 17,946 8,122 11 Acquisitions of subsidiaries 34,716 - - Other reclassif cation (30,500) 14,756 10,929 Amortisation charge* - (3,781) (2,080) Currency translation difference 33,921 2,336 (341)				1,111,310 26,079 34,716 (4,815) (5,861) 35,916
Closing net book amount 1,158,398 25,065 13,882				1,197,345
At30 June2007 Cost 1,158,398 31,130 18,504 Accumulated amortisation - (6,065) (4,622)				1,208,032 (10,687)
Net book amount 1,158,398 25,065 13,882				1,197,345
At1 July2007 Opening net book amount 1,158,398 25,065 13,882 Additions 13,396 1,775 - Acquisitions of subsidiaries* 219,237 387 18,025 Other reclassif cation (5,525) 4,623 1,786 Amortisation charge - (4,009) (2,592) Currency translation difference 34,681 1,380 48				1,197,345 15,171 237,649 884 (6,601) 36,109
Closing net book amount 1,420,187 29,221 31,149				1,480,557
At30 June2008 Cost 1,420,187 39,851 96,552 Accumulated amortisation - (10,630) (65,403)				1,556,590 (76,033)
Net book amount 1,420,187 29,221 31,149				1,480,557

The amortisation charge is included within direct services expense in the income statement.

** The acquired goodwill can be attributable to the expected future cashfl ows of the business associated with the collective experience of management and staff, including ongoing customer relationships, and synergies expected to be achieved as a result of the full integration into the Computershare Group.

The parent entity has no intangible assets.

No impairment losses have been recognised during the current period (2007: Nil).

Where acquisitions have been made during the period, the company has 12 months from acquisition date in which to fi nalise the necessary accounting, including the calculation of goodwill. Until the expiry of the 12 month period provisional amounts have been included in the consolidated results.

In accordance with accounting policy the acquisition accounting for U.S Stock Transfer Agent Corporation, Permail Pty Ltd, PortfolioServer, Datacare Software Group Limited, and UMB Bank business combinations has been fi nalised, with the recognition of intangible assets separate from goodwill of US$6.6 million.

Acquisition accounting requires that management makes estimates around the valuation of certain non monetary assets and liabilities within the acquired entities. The estimates have particular impact in terms of the valuation of provisions, tax related balances and the recognition of contingent liabilities. To the extent that these items are subject to determination during the initial 12 months after acquisition the variation to estimated value will be adjusted through goodwill. To the extent that determination occurs after 12 months any variation will impact the income statement in the relevant period.

PAGE 58 Computershare Annual Report 2008

Impairment tests for goodwill

Goodwill is allocated to the Group’s cash generating units (CGUs) as follows:

Goodwill is allocated to the Group’s cash generating units (CGUs) as follows:
	2008 $000	2007 $000
CGU Asia Pacif c 304,195 169,452 EMEA 191,480 112,881 North America 924,512 876,065
1,420,187 1,158,398

The recoverable amount of goodwill is determined based on a value in use calculation for each CGU to which goodwill has been allocated. The value in use calculation uses the discounted cash fl ow methodology for each CGU, based upon fi ve years of pre tax cash fl ows, plus a terminal value.

(a) Key assumptions used for value in use calculations

Management have reviewed and changed the key assumptions used in the value in use calculations against current market conditions.

The following describes each key assumption on which management has based its value in use calculations for each CGU.

a) Five year pre tax cash fl ow projections, based upon management approved budgets covering a one year period, with the subsequent periods based upon management expectations of growth excluding the impact of possible future acquisitions, business improvement capital expenditure and restructuring.
b) Earnings growth rates applied beyond the initial fi ve year period are as follows for each CGU in 2008; Asia Pacifi c 2% (1% in 2007), EMEA 2% (1% in 2007) and North America 3% (2% in 2007).
c) The discount factor used was 12.32% in 2008 and 15.7% in 2007.

(b) Impact of possible changes in key assumptions

Management has considered changes in key assumptions that they believe to be reasonably possible. In all instances considered, the recoverable amount of the CGU’s goodwill signifi cantly exceeded its carrying amount.

the recoverable amount of the CGU’s goodwill signif cantly exceeded its c	arrying amount.
	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
20. PAYABLES Current Trade payables – unsecured 25,770 21,851 Trade payables – intercompany - - GST/VAT payable 15,683 14,570 Employee entitlements (note28) 14,508 12,406 Broker client deposits (note10) 29,044 25,768 Other client liabilities (note10) 200 - Other creditors and accruals 202,395 165,057 Other payables 20,441 20,758		- - 1,064 9,468 - - 283 242 - - - - 1,660 1,259 7,545 4,411
308,041 260,410		10,552 15,380
Non-Current Loans from subsidiaries – unsecured - - Other payables 1,754 5,476		707,431 144,316 - -
1,754 5,476		707,431 144,316

PAGE 59

Notes to the Financial Statements

	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
21. INTEREST BEARING LIABILITIES Current Bank loans - 35 Revolving multi-currency facility (a) 25,000 - Lease Liability - secured (c) 4,804 1,116		- - - - - -
29,804 1,151		- -
Non-Current Bank loans (d) 6,196 - Revolving multi-currency facility (a) 544,277 129,565 USD Senior Notes (b) 319,622 302,012 Loans from subsidiaries - unsecured - - Lease liability - secured (c) 11,023 2,371		- - - - - - 43,437 66,256 - -
881,118 433,948		43,437 66,256

(a) The consolidated entity maintains two revolving multi-currency facilities which were signed on 4 October 2007 and amended in March 2008. The fi rst revolving multi-currency facility is for US$200,000,000. This facility was drawn to United States dollar equivalent of $25,000,000 at 30 June 2008. This facility terminates on 2 October 2008. The second revolving multi-currency facility is US$550,000,000 and terminates on 4 October 2010. This facility was drawn to United States dollar equivalent of $544,277,000 at 30 June 2008. These facilities are subject to negative pledge agreements that impose certain covenants upon the consolidated entity.

(b) On 22 March 2005 Computershare US General Partnership, a controlled entity of Computershare Limited, issued 52 notes in the United States. These notes were six, seven, ten and twelve years in length and were issued at fair value, with no premium or discount. Floating interest is paid on the six year note on a quarterly basis. Fixed interest is paid on the seven, ten and twelve year notes on a semi-annual basis. The consolidated entity uses interest rate derivatives to manage the fi xed interest exposure that arises as a result of notes issued. The following table provides a reconciliation of the USD Senior Notes.

	Consolidated 2008 2007 $000 $000
Net debt reconciliation USD Senior Notes at cost 318,500 318,500 Fair value movement of USD Senior Notes 1,122 (16,488)
Total net debt 319,622 302,012 Interest rate derivative (asset)/liability – fair value hedge (note18) (1,134) 16,499
Total 318,488 318,511

The gain or loss from remeasuring the hedging instruments (interest rate derivatives) at fair value is recognised immediately in the income statement along with the change in fair value of the underlying hedged item (USD Senior Notes).

The increase in the 2008 fi nancial year in the USD Senior Notes liability refl ects the valuation change due to reduced market interest rates at balance date for the term until maturity. This increase is offset by the asset representing the fair value of interest rate derivatives used to effectively convert the USD fi xed interest rate notes to fl oating interest rates. The conversion to fl oating interest rate using derivatives provides a hedge against the Group’s USD margin income exposure to fl oating interest rates.

(c) The lease liability is secured directly against the assets to which the leases relate.
(d) The bank loans mature on 30 April 2015.

PAGE 60 Computershare Annual Report 2008

	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
22. TAX LIABILITIES Current tax liabilities Provision for income tax 48,200 21,307		25,913 11,437
Deferred tax liabilities Provision for deferred income tax on temporary differences 68,158 17,921 The balance of the deferred tax liability predominantly relates to the deductibility of certain amounts for tax purposes, including deductible goodwill amortisation, the benef t of which may reverse on ultimate disposal of the business to which they relate. Movements during the year: Opening balance at1July 17,921 16,649 Currency translation difference 755 844 Charged/(credited) to the income statement (note5) 48,645 660 Charged/(credited) to equity (317) (232) Set off of deferred tax assets - - Acquisition of subsidiary 1,154 -		- - - - - - 1,443 432 - - (1,443) (432) - -
Closing balance at30June 68,158 17,921		- -
23. PROVISIONS Current Loss on early termination of lease - 190 Future services 6,504 1,588 Restructuring 18,440 10,862 Provisions arising from continuing operations 9,837 10,776 Other 8,694 11,260		- - - - - - - - - -
43,475 34,676		- -
Non-Current Employee entitlements (note28) 13,387 12,981 Restructuring 38,244 41,279		492 414 - -
51,631 54,260		492 414

Movements in each class of current provision during the fi nancial year, other than employee entitlements, are set out below.

	Loss on early termination of lease $000	Future services $000	Restruct- uring $000	Provisions arising from continuing operations $000	Other $000	Total $000
Carrying amount at start of year 190 1,588 10,862 10,776 11,260 Additional provisions recognised through prof t and loss 4 5,097 18,166 837 383 Payments/other sacrif ces of economic benef ts (92) (85) (9,528) (349) (2,735) Acquisitions of subsidiaries - - - - 1,800 Other transfers (102) (102) 77 - 42 Reversals - - (1,366) (1,427) (2,229) Exchange rate impacts on opening balance - 6 229 - 173						34,676 24,487 (12,789) 1,800 (85) (5,022) 408
Carrying amount at end of year - 6,504 18,440 9,837 8,694						43,475

The additional restructuring provision predominately relates to QM Technologies acquisition and North America property restructure.

PAGE 61

Notes to the Financial Statements

Movements in each class of non-current provision during the fi nancial year, other than employee entitlements, are set out below.

		Restructuring $000
Carrying amount at start of year Additional provisions recognised Payments/other sacrif ces of economic benef ts Acquisition of subsidiaries Other transfers and reversals	41,279 4,409 (6,288) 4,101 (5,257)
Carrying amount at end of year	38,244
Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
24. DEFERRED CONSIDERATION Current Deferred settlement on acquisition of entities 6,783 19,643	- -
Non-Current Deferred settlement on acquisition of entities (a) 17,589 19,501	- -
25. OTHER LIABILITIES Non-Current Lease inducements (b) 7,796 7,567	- -

(a) Non-current deferred settlement on acquisition of entities is payable between one to fi ve years.

(b) Lease inducements represent cash payments received as an allowance for leasehold improvements made to the premises. This receipt is being accounted for as a reduction in the rental expenses over the term of the lease.

PAGE 62 Computershare Annual Report 2008

	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
26. CONTRIBUTED EQUITY Ordinary shares	31,689 344,541	31,689 344,541
Movements in ordinary shares for the last two years Opening balance:590,859,068ordinary shares (1July2006:599,216,559) Date Number of shares Price per share		344,541 418,419 - 82 - 20 - 140 - 200 - 22 - 54 - 55 - 371 - (45) - (516) (8,624) - 270 - (389) - (4) - (1,718) - (11) - - 4,757 - (996) (316) - - (102) - (25) - 1,860 - 116 - 322 2,128 - 368 - 2,193 - 75 - (306,824) (80,193)
Closing balance:555,654,059 ordinary shares (fully paid) (30 June2007: 590,859,068) 31,689 344,541		31,689 344,541
There are no restrictions on ordinary shares.

PAGE 63

Notes to the Financial Statements

Share buy-back

On 15 November 2006, Computershare announced an on-market buy back of up to 25 million ordinary shares for capital management purposes, commencing in December 2006. On 24 May 2007 Computershare announced that the buy back would be extended so that it would continue until 29 November 2007 or earlier if the maximum number of shares were bought back before that date. On 15 August 2007 Computershare announced that the buy-back was being increased up to a total of 45 million ordinary shares under the existing program and that the buy back period was being extended to 31 January 2008.

Employee share plans and options

Refer to note 28 for employee and executive share plan details. There are no shares reserved for issuance under options.

	Consolidated 2008 2007 $000 $000	Parent Entity 2008 2007 $000 $000
27. RESERVES Capital redemption reserve 2 2 Foreign currency translation reserve 73,868 43,799 Cash f ow hedge reserve 13,986 (9,060) Share based payments reserve 40,090 27,532 Equity related consideration (2,099) 264 Available for sale asset reserve 590 1,357		2 2 143,511 85,451 - - 38,990 27,435 (3,652) 1,539 (32) 413
126,437 63,894		178,819 114,840
Movements during the year: Foreign currency translation reserve Opening balance 43,799 5,516 Translation of subsidiaries 30,069 38,283		85,451 17,242 58,060 68,209
Closing balance 73,868 43,799		143,511 85,451
Cash f ow hedge reserve Opening balance (9,060) (7,179) Revaluation 23,046 (1,881)		- - - -
Closing balance 13,986 (9,060)		- -
Share based payments reserve Opening balance 27,532 18,203 Share based payments expense 12,558 9,329		27,435 18,180 11,555 9,255
Closing balance 40,090 27,532		38,990 27,435
Equity related contingent consideration reserve Opening balance 264 6,623 Acquisition related consideration (2,363) (6,359)		1,539 1,539 (5,191) -
Closing balance (2,099) 264		(3,652) 1,539
Available for sale asset reserve Opening balance 1,357 310 Revaluation (285) 957 Transfer to net prof t (482) 90		413 (29) (24) 360 (421) 82
Closing balance 590 1,357		(32) 413

PAGE 64 Computershare Annual Report 2008

Nature and purpose of reserves

i. Foreign currency translation reserve

Exchange differences arising on translation of the foreign subsidiaries are taken to the foreign currency translation reserve, as described in note 1. This amount is the net of gains and losses on hedge transactions and intercompany loans after adjusting for related income tax effects. The reserve is recognised in the income statement when the net investment is disposed of.

ii. Cash fl ow hedge reserve

The hedging reserve is used to record gains and losses on a hedging instrument in a cash fl ow hedge that are recognised directly in equity, as described in note 1.

iii. Share based payments reserve

The share based payments reserve is used to recognise the fair value of shares which will vest to employees under employee and executive share plans.

iv. Equity related contingent consideration reserve

This reserve is used to refl ect deferred consideration for acquisitions which is payable through the issue of parent entity equity instruments.

v. Available for sale asset reserve

Changes in fair value of investments, such as equities, classifi ed as available for sale fi nancial assets are taken to this reserve in accordance with note 1.

28. EMPLOYEE AND EXECUTIVE BENEFITS

(a) Share plans

Computershare Limited offers options over ordinary shares to eligible employees at the absolute discretion of the Board. Options are generally exercisable three years after the date granted or earlier in the case of special circumstances such as the employee’s death or retirement. The exercise price of the option is set at an amount equal to the market value of the shares at the date of option grant.

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

During the year ended 30 June 2002 a Deferred Employee Share Plan was established to enable Computershare to match dollar for dollar any employee pre-tax contributions to a maximum of AU$3,000 per employee. Shares purchased and funded by employee’s 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 and employed at the allocation date are entitled to participate in this Plan. A derivative of this Plan and the Exempt Employee Share Plan has been made available to employees in New Zealand, the United Kingdom, Ireland, Canada, South Africa 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.

The Group also provides long term share based awards for key management personnel other than executive directors and other employees on a discretionary basis. Recipients of long term share based awards must complete specifi ed periods of service as a minimum before any share awards under the long term incentive plan become unconditional. There has been no alteration to the terms and conditions of shares granted under the LTI plan since the original grant date.

	Ordinary shares		Options
Number of employee shares and options held Opening balance Shares purchased on market Forfeited shares reissued/options reinstated Shares/options forfeited Shares withdrawn/options exercised Closing balance Fair value of shares granted through the employee share plan ($000s)*	2008 2007 8,723,041 10,937,977 2,642,388 1,628,971 136,786 861,448 (266,374) (299,464) (2,419,482) (4,405,891) 8,816,359 8,723,041 23,006 16,621	2008 - - - - - - -	2007 447,500 - - - (447,500) - -

Weighted average fair value of shares is determined by the closing price at the end of the day’s trading on the Australian Stock Exchange on the allocation date.

PAGE 65

Notes to the Financial Statements

(b) Performance rights

The DLI Plan was approved at the Annual General Meeting held on 9 November 2005. The DLI Plan is offered to eligible key management personnel and senior managers in the Group to recognise their ongoing ability and expected efforts and contribution to the performance and success of the Group. The total number of rights approved for issue was 10.0 million, of which 2.75 million were granted on 20 December 2005 (of which 100,000 were vested and 150,000 were forfeited during the year ended 30 June 2007) and 1.1 million performance rights were granted on 13 November 2006.

The assessed fair value of performance rights granted to key management personnel as remuneration is allocated equally over the period from grant date to vesting date. Fair values at grant date are independently determined using a Black Scholes option pricing model.

Set out below are summaries of performance rights granted under the plan:

	Balance at beginning of year	Vested during the year	Forfeited during the year	Granted during the year	Balance at end of year	Exercisable at end of year
	3,600,000 - -1 - 3,600,000 -

1 T. Honan resigned with effect from 10 September 2008 and in accordance with the terms of the DLI Plan all performance rights held were forfeited.

No performance rights became exercisable during the current year. No performance rights expired during the period covered by the above table.

(c) Options over ordinary shares

Employee options

On 13 September 2007, 200,000 employee options were issued. These options are exercisable between 1 March 2011 and 30 June 2012 with an exercise price of AU$9.00. No employee options have been issued since year end.

(d) Employee benefi ts recognised

(d) Employee benef ts recognised
	Consolidated 2008 2007 $000 $000	Parent entity 2008 2007 $000 $000
Performance rights expense 3,853 3,082 Share plan and options expense 11,275 11,123 Aggregate employee entitlement liability (note20and note23) 27,895 25,387		3,853 3,082 611 1,129 775 656
43,023 39,592		5,239 4,867

29. COMMITMENTS

(a) Superannuation commitments

Defi ned Contribution Funds

The Company and its subsidiaries maintain defi ned contribution superannuation schemes which provide benefi ts 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 subsidiaries contribute to the defi ned 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 fi xed term employees (statutory employer contributions, voluntary employee contributions)

Foreign subsidiaries contribute to the defi ned contribution funds as follows:

United Kingdom entities – between 7% and 10% of employees gross salaries

United States entities – voluntary employee contributions with matching employer contribution up to 4% of employees base salaries

Canadian entities – between 2% and 7% of employees base salaries dependent upon years of service

South African entities – 12.25% of employees gross salaries

New Zealand entities – voluntary employee contributions with matching employer contribution up to 6% of employees’ base salaries Hong Kong entities – between 5% and 20% of employees’ base salary dependent upon years of service Indian entity – 12% of employees gross salaries

PAGE 66 Computershare Annual Report 2008

Defi ned Benefi t Funds

1) Karvy Computershare Private Limited maintained a defi ned benefi t superannuation scheme which provides benefi ts to 2,584 employees (30 June 2007: 1,605). Actuarial valuation of plan assets is provided by the Life Insurance Corporation, which maintains the fund and is not material to the Group.
2) Computershare GmbH Private Limited maintained a defi ned benefi t scheme which provides benefi ts to 42 employees (30 June 2007: 47) An actuarial assessment of the scheme was completed as at 30 June 2008 and defi ned benefi ts plan liability recognised in accordance with the actuarial valuation. The liability is not material to the Group.

(b) Finance lease commitments

(b) Finance lease commitments
	Consolidated 2008 2007 $000 $000	Parent entity 2008 2007 $000 $000
Commitments in relation to f nance leases are payable as follows: Not later than1year 5,347 1,227 Later than1year but not later than5years 11,912 2,503		- - - -
Total commitments 17,259 3,730 Less: Future f nance charges Not later than1year (543) (111) Later than1year but not later than5years (889) (132)		- - - - - -
Total future f nance charges (1,432) (243)		- -
Net f nance lease liability 15,827 3,487		- -
Reconciled to: Current liability (note21) 4,804 1,116 Non-current liability (note21) 11,023 2,371		- - - -
15,827 3,487		- -
(c) Operating lease commitments Commitments in relation to leases contracted for at the reporting date but not recognised as liabilities, payable: Not later than1year 47,203 44,111 Later than1year but not later than5years 132,732 132,824 Later than5years 86,026 112,445		1,774 1,387 1,230 2,442 - -
265,961 289,380		3,004 3,829

The Group leases various offi ces and warehouses under non-cancellable operating leases expiring within 2 and 15 years. The leases have varying terms, escalation clauses and renewal rights. Where the leases have fi xed escalation clauses, the operating lease is expensed on a straight line basis.

Operating leases are entered into as a means of acquiring access to offi ce facilities. Rental payments are generally fi xed, but with infl ation 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 fi nancing or other leasing activities.

PAGE 67

Notes to the Financial Statements

30. DETAILS OF SUBSIDIARIES

Subsidiaries

The fi nancial year of all subsidiaries is 30 June except for Computershare Canada Inc and its subsidiaries, Computershare Hong Kong Investor Services Limited and its subsidiary, National Registry Company and Karvy Computershare Pty Limited due to local statutory reporting requirements. These entities prepare results on a 30 June year end basis for group purposes. Voting power is in accordance with the ownership interest held.

The consolidated fi nancial statements as at 30 June 2008 include the following subsidiaries:

Name of subsidiary	Place of incorporation	Percentages of shares held 2008 % 2007 %
Computershare Limited Australia (2) ACN080 903 957Pty Ltd Australia (2) CDS International Limited Australia (2) Computershare Communication Services Limited Australia (2) Global eDelivery Group Pty Ltd Australia Computershare Communication Services (WA) Pty Ltd Australia Computershare Communication Services (NSW) Pty Ltd Australia Communication Services Australia Limited (formerly known as QM Technologies Limited) Australia (2) QM Industries (NSW) Pty Ltd Australia ACN081 035 752Pty Ltd Australia (2) Georgeson Shareholder Communications Australia Pty Ltd Australia Source One Communications Australia Pty Ltd Australia Computershare Finance Company Pty Ltd Australia (2) Financial Markets Software Consultants Pty Ltd Australia Computershare Analytics Pty Ltd Australia Obadele Pty Ltd Australia (2) Computershare Clearing Pty Ltd Australia Computershare Depositary Pty Ltd Australia Computershare Technology Services Pty Ltd Australia (2) Registrars Holdings Pty Ltd Australia (2) Computershare Investor Services Pty Ltd Australia (2) CRS Custodian Pty Ltd Australia Computershare Plan Managers Pty Ltd Australia Computershare Plan Co Pty Ltd Australia CPU Share Plans Pty Ltd Australia CIS Debt Securities Pty Ltd Australia Computershare Fund Services Pty Ltd Australia IML Interactive Pty Ltd Australia Sepon (Australia) Pty Ltd Australia Pepper Global Pty Ltd Australia Pepper Austria GmbH Austria GS Proxylatina S.A. Argentina Four Points BVBA Belgium Georgeson Shareholder Communications Canada Inc. Canada (1) GSC Shareholder Services Inc. Canada (1) Computershare Canada Inc Canada (1) Computershare Trust Company of Canada Canada (1) Pacif c Corporate Trust Company Canada Canada (1) Pacif c Corporate Services Limited Canada (1) Pacif c Corporate Filing Services Limited Canada (1) Computershare Investor Services Inc Canada (1)		- - 100 100 100 100 100 100 100 100 100 100 100 100 100 - 100 - 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - 100 100 100 100 100 - 100 100 100 - 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

PAGE 68 Computershare Annual Report 2008

Name of subsidiary	Place of incorporation	Percentages of shares held 2008 % 2007 %
Computershare Finance LLC Canada (1) Computershare Governance Services Canada (1) Computershare International Information Consultancy Services (Beijing) Pty Ltd China Georgeson Shareholder Communications (France) SAS France Computershare GmbH Germany (1) Computershare Document Services GmbH Germany (1) Computershare HV Services AG Germany (1) Computershare Pepper GmbH Germany (1) Computershare Administration AG Germany (1) Computershare Governance Services GmbH Germany (1) Computershare Verwaltungs GmbH Germany (1) Computershare Deutschland GmbH & Co. KG Germany (1) VEM Aktienbank AG Germany (1) VEM Capital Management GmbH Germany (1) Fonterelli GmbH & Co. KGaA Germany (1) Am Schonberg GmbH Germany (1) Janosch Film & Medien AG Germany (1) Papa Lowe Filmproduktion GmbH Germany (1) Computershare Hong Kong Investor Services Limited Hong Kong (1) Hong Kong Registrars Limited Hong Kong (1) Computershare Asia Limited Hong Kong (1) Karvy Computershare Private Limited India (1)(3) Computershare Investor Services (Ireland) Ltd Ireland (1) Computershare Trustees (Ireland) Ltd Ireland (1) Computershare Governance Services Ireland (1) Secretarial Internet Solutions Ltd Ireland (1) Datacare Computershare Ltd Ireland (1) Proxitalia s.r.l. Italy Georgeson s.r.l. Italy Computershare Systems (N.Z.) Ltd New Zealand (1) Computershare New Zealand Limited New Zealand (1) Computershare Investor Services Limited New Zealand (1) Computershare Services Ltd New Zealand (1) CRS Nominees Ltd New Zealand (1) Sharemart NZ Limited New Zealand (1) Whistler Technology Services Limited Philippines (1) The National Registry Company Russia (1) Computershare Company Nominees Limited Scotland (1) Computershare PEP Nominees Limited Scotland (1) Computershare Services Nominees Limited Scotland (1) Pepper Technologies PTE.Ltd Singapore Computershare South Africa (Pty) Ltd South Africa (1) Computershare Ltd South Africa (1) Computershare Nominees (Pty) Ltd South Africa (1) Computershare Outsourcing Limited South Africa (1) Minu Investment Managers Ltd South Africa (1) Computershare Investor Services Limited South Africa (1) Computershare Management Services (Pty) Ltd South Africa (1)		100 100 100 - 100 - 100 100 100 100 100 100 100 100 100 100 - 100 100 - 100 - 100 - 93.37 - 93.37 - 93.37 - 87.77 - 63.30 - 53.81 - 100 100 100 100 100 100 50 50 100 100 100 100 100 - 100 - 100 - 100 100 100 100 100 100 - 100 100 100 100 100 100 100 100 100 - 100 79.88 65 100 100 100 100 100 100 100 100 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16

PAGE 69

Notes to the Financial Statements

Name of subsidiary	Place of incorporation	Percentages of shares held 2008 % 2007 %
Computershare Plan Managers (Pty) Ltd South Africa (1) Computershare CSDP Nominees (Pty) Ltd South Africa (1) Computershare Custodial Nominees (Pty) Ltd South Africa (1) Computershare Shareholders Nominee (Pty) Ltd South Africa (1) Computershare Analytics (Pty) Ltd South Africa (1) Computershare Investor Services (Pty) Ltd South Africa (1) Computershare Nominee Accounts (Pty) Ltd South Africa (1) Georgeson Shareholder Communications South Africa Pty Ltd South Africa (1) GSC Registrars (Pty) Ltd South Africa (1) GS Nominees (Pty) Ltd South Africa (1) Audience Alive Pty Ltd South Africa (1) GS Proxiberica Si Spain Computershare Governance Services UK Limited United Kingdom (1) Michael Software Systems Ltd United Kingdom (1) Computershare Investments (UK) (No.2) Limited United Kingdom (1) Computershare Limited United Kingdom (1) Computershare Investments (UK) Limited United Kingdom (1) Computershare Pepper SRM Ltd United Kingdom (1) Flag Communication Limited United Kingdom (1) Computershare Technology Services (UK) Ltd United Kingdom (1) Georgeson Shareholder Securities Limited (UK) United Kingdom (1) Shareholder Investments Research Ltd (UK) United Kingdom (1) Shareholder Investments Research (#1) Ltd (UK) United Kingdom (1) Computershare Trustees Limited United Kingdom (1) Computershare Registry Services Limited United Kingdom (1) Citywatch Limited United Kingdom (1) Computershare Investor Services PLC United Kingdom (1) Georgeson Shareholder Communications Ltd (UK) United Kingdom (1) Shareholder Solutions Limited United Kingdom (1) Computershare Communication Services Limited United Kingdom (1) Computershare Investments (UK) (No.3) Limited United Kingdom (1) Interactive Meetings Ltd United Kingdom (1) IML Ltd United Kingdom (1) Computershare Investments (UK) (No.4) Limited United Kingdom (1) NRC Investments Ltd United Kingdom (1) Computershare Investments (UK) (No.5) Limited United Kingdom (1) Computershare Russia Ltd United Kingdom (1) Legotla Investments Ltd United Kingdom (1) Source One Communications Limited (UK) United Kingdom (1) Computershare Electoral Management Services Ltd United Kingdom (1) Strand Enterprises Ltd United Kingdom (1) Computershare Governance Services United States of America (1) Georgeson International Inc. United States of America (1) Computershare US United States of America (1) Georgeson Inc. United States of America (1) Georgeson Securities Corporation United States of America (1) Computershare US Services Inc. United States of America (1) Computershare Technology Services, Inc. United States of America (1)		62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 62.16 100 100 100 100 100 100 100 - 100 100 100 - 100 - 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - 100 - 100 - 100 100 100 100 100 100 100 100 100 100 100 100

PAGE 70 Computershare Annual Report 2008

Name of subsidiary	Place of incorporation	Percentages of shares held 2008 % 2007 %	Percentages of shares held 2008 % 2007 %
Computershare Trust Company, N.A. United States of America (1) 100 Computershare Financial Services, Inc. United States of America (1) 100 Computershare Investor Services, LLC United States of America (1) 100 Computershare Trust Company of New York United States of America (1) - Georgeson Shareholder Analytics, Inc. United States of America (1) 100 Computershare Communication Services, Inc. United States of America (1) 100 Computershare Securities Corporation United States of America (1) 100 Lord Securities (Delaware), LLC United States of America (1) 100 Lords Securities Corporation United States of America (1) 100 Computershare Inc. United States of America (1) 100 Computershare Pepper NA Inc. United States of America (1) 100 Administar Services Group LLC United States of America (1) 100 Computershare Executive Services Inc. United States of America (1) 100 Alpine Fiduciary Services Inc. United States of America (1) 100			100 100 100 100 100 100 100 100 100 100 100 - - 100

(1) Subsidiaries audited by other PricewaterhouseCoopers member fi rms.
(2) These wholly owned companies have entered into a deed of cross guarantee dated 26 June 2008 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 98/1418 (as amended) issued by the Australian Securities and Investments Commission, these companies are relieved from the requirement to prepare fi nancial statements.
(3) These companies are subsidiaries 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 fi nancial and operating policies.

Acquisition of subsidiaries

The following subsidiaries were acquired by the consolidated entity at the date stated and their operating results have been included in the income statement from the relevant date.

a) On 1 February 2008, Computershare acquired VEM Aktienbank AG based in Germany.

This business combination did not contribute materially to total revenue or net profi t of the Group.

Details of the acquisitions are as follows:

	$000
Cash consideration	82,099
Direct costs relating to the acquisition	1,587
Total consideration paid	83,686
Less fair value of identif able net assets acquired Goodwill on consolidation*	(47,749) 35,937

Identifi able intangible assets to be fi nalised and separately recognised.

The assets and liabilities arising from this acquisition are as follows:

	Acquiree’s carrying amount $000	Fair Value $000
Cash 16,334 16,334 Receivables 5,986 5,986 Held for trading assets 26,046 26,046 External investment 5,225 5,225 Property, plant and equipment 549 549 Other f nancial assets 4,528 4,528 Tax assets 4,205 4,205 Intangibles 10,968 10,968 Other assets 470 470 Payables (11,918) (11,918) Interest bearing liabilities (7,587) (7,587) Tax liabilities (586) (586) Provision (5,382) (5,382) Derivatives (1,089) (1,089)
Net assets 47,749 47,749

PAGE 71

Notes to the Financial Statements

Purchase consideration

	$000
Outf ow of cash to acquire the entities, net of cash acquired:
Cash paid	82,099
Less cash balance acquired	(16,334)
Net outf ow of cash	65,765

b) On 26 March 2008, Computershare acquired QM Technologies Limited based in Australia.

This business combination did not contribute materially to total revenue or net profi t of the Group.

Details of the acquisitions are as follows:

	$000
Cash consideration	141,496
Direct costs relating to the acquisition	1,703
Total consideration paid	143,199
Less fair value of identif able net assets acquired	(24,780)
Goodwill on consolidation*	118,419

Identifi able intangible assets to be fi nalised and separately recognised.

The assets and liabilities arising from this acquisition are as follows:

	Acquiree’s carrying amount $000	Fair Value $000
Cash 9,587 9,587 Receivables 15,102 15,102 Property, plant and equipment 12,099 12,099 Tax assets 2,475 2,475 Other assets 2,083 2,083 Payables (7,230) (7,230) Lease liabilities (7,075) (7,075) Provisions (969) (969) Other liabilities (1,292) (1,292)
Net assets 24,780 24,780
Purchase consideration $000
Outf ow of cash to acquire the entities, net of cash acquired: Cash paid 141,496 Less cash balance acquired (9,587)
Net outf ow of cash 131,909

c) During the year, Computershare also acquired Datacare Software Group Limited, Four Points BVBA, Ezicomms Pty Limted, Administrar Services Group LLC, Restricted Stock Systems Inc., Strand Business Systems Limited and Audience Alive Pty Ltd.

These business combinations did not individually contribute materially to total revenue or net profi t of the Group.

Details of the acquisitions are as follows:

	$000
Cash consideration	69,228
Direct costs relating to the acquisition	4,515
Total consideration paid	73,743
Less fair value of identif able net assets acquired	(4,817)
Intangible assets including goodwill on consolidation*	68,926

Identifi able intangible assets to be fi nalised and separately recognised.

PAGE 72 Computershare Annual Report 2008

The assets and liabilities arising from the acquisitions are as follows:

The assets and liabilities arising from the acquisitions are as follows:
	Acquiree’s carrying amount $000	Fair Value $000
Cash 5,240 5,240 Receivables 4,244 4,244 Property, plant and equipment 1,810 1,810 Tax assets 1,592 1,592 Other assets 117 117 Payables (6,195) (6,195) Tax liabilities (1,804) (1,804) Other liabilities (187) (187)
Net assets 4,817 4,817
Purchase consideration for these acquisitions is as follows: $000
Outf ow of cash to acquire the entities, net of cash acquired: Cash paid 69,228 Less cash balance acquired (5,240)
Net outf ow of cash 63,988

d) In May 2008, Computershare acquired further 15% stake of National Registry Company Russia for cash consideration of $4.2 million.

PAGE 73

Notes to the Financial Statements

Financial information for class order Closed Group

Financial information for class order Closed Group
	2008 $000	2007 $000
Computershare Limited Closed Group Balance Sheet Current Assets Cash and cash equivalents 12,036 7,103 Receivables 51,938 51,142 Inventories 1,587 665 Other Financial Assets 1,195 1,059 Tax Assets 332 - Other 4,770 2,165 Derivatives 375 -
Total Current Assets 72,233 62,134
Non-Current Assets Receivables 2,874 6,163 Other f nancial assets 1,214,952 937,223 Property, plant and equipment 32,502 19,493 Deferred tax assets 20,382 7,248 Intangibles 161,785 54,464 Other 804 628 Derivatives 20,581 1,459 Total Non-Current Assets 1,453,880 1,026,678
Total Assets 1,526,113 1,088,812
Current Liabilities Payables 440,198 349,996 Interest bearing liabilities 25,000 1 Lease liabilities 2,494 - Current tax liabilities 25,193 11,041 Provisions 9,987 371 Derivatives 4 308
Total Current Liabilities 502,876 361,717
Non-Current Liabilities Payables 36,832 63,399 Interest bearing liabilities 294,436 486 Lease liabilities 6,413 - Deferred tax liabilities 11,612 322 Provisions 9,412 6,698 Derivatives 1,244 3,415 Other liabilities 457 -
Total Non-Current Liabilities 360,406 74,320
Total Liabilities 863,282 436,037
Net Assets 662,831 652,775 Equity Contributed equity – ordinary shares 31,689 344,541 Reserves 267,011 167,553 Retained prof ts 364,131 140,681
Total Equity 662,831 652,775

PAGE 74 Computershare Annual Report 2008

	2008 $000	2007 $000
Computershare Limited Closed Group Income Statement Revenues from continuing operations Sales revenue 263,606 213,841 Other revenues 277,924 165,887
Total revenue 541,530 379,728
Other income 90,512 34,170 Expenses Direct services 158,193 122,781 Technology services 50,902 34,737 Corporate services 26,907 29,695 Finance costs 40,269 17,807
Total expenses 276,271 205,020
Share of net prof t/(loss) of associates and joint ventures accounted for using the equity method 762 276 Prof t before income tax expense 356,533 209,154 Income tax (expense)/benef t (29,613) (21,608)
Net prof t attributable to members of the parent entity 326,920 187,546
Total changes in equity other than those resulting from transactions with owners as owners 326,920 187,546
Set out below is a summary of movements in consolidated retained prof ts for the year of the Closed Group. Retained prof ts at the beginning of the f nancial year 140,681 74,708 Prof t after income tax expense/benef t 326,920 187,546 Retained earnings of the entities excluded under new structure (7,635) - Dividends provided or paid (95,835) (121,573)
Retained prof ts at the end of the f nancial year 364,131 140,681

31. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Key management personnel compensation

		Consolidated		Parent entity
Short term employee benef ts Other long term benef ts	2008 $ 6,881,643 32,863	2007 $ 6,414,240 30,936	2008 $ 4,143,746 29,367	2007 $ 4,117,705 30,936
Post employment benef ts	172,651	137,851	126,929	127,710
Payments on resignation/termination	-	621,232	-	-
Share based payments	4,211,183	3,870,251	2,405,585	2,226,321
Other	5,561	4,688	2,682	4,688
	11,303,901	11,079,198	6,708,309	6,507,360

The Group has applied AASB 2008-4 Amendments to Australian Accounting Standard - Key Management Personnel Disclosures by Disclosing Entities, and as such detailed remuneration disclosures are provided in Sections A to C of the Remuneration Report on pages 26 to 31.

(b) Option holdings of Company and Group key management personnel

There are no options over ordinary shares held by Company and Group key management personnel.

PAGE 75

Notes to the Financial Statements

(c) Share holdings of Company and Group key management personnel

The number of ordinary shares in Computershare Limited held during the fi nancial year by each director and named Company and Group key management personnel, including details of shares granted as remuneration during the current fi nancial year and ordinary shares provided as the result of the exercise of remuneration options during the current fi nancial year, is included in the table below.

	Balance at beginning of period	Granted as remuneration under long term incentive schemes	On market purchases / (sales)	Other	Balance at 30 June2008
Directors C.J. Morris 55,590,427 - (251,890) - 55,338,537 A.N. Wales 30,092,384 - (1,000,000) - 29,092,384 P.J. Maclagan 15,977,176 - 22,824 - 16,000,000 A.S. Murdoch 524,800 - - - 524,800 W.S. Crosby 191,406 32,740 - - 224,146 P.D. DeFeo 80,000 - - - 80,000 M. Kerber 40,000 - - - 40,000 S.D. Jones 14,000 - - - 14,000 W.E. Ford - - - - -* A.L. Owen - - 2,000 - 2,000 Company and Group key management personnel P. Conn 306,073 17,339 (4,572) - 318,840 S. Irving 147,594 4,050 - 637 152,281 S. Rothbloom 152,250 38,250 (49,924) - 140,576 T. Honan 63,439 14,793 (70,000) 604 8,836

Shareholding effective as at date of resignation.

(d) Loans and other transactions to directors and other key management personnel

Computershare has not made any loans to directors and executive directors or other key management personnel during the current fi nancial year.

Computershare has not entered into other transactions with directors and executive directors or other key management personnel during the current fi nancial year other than those disclosed in note 33.

32. REMUNERATION OF AUDITORS

		Consolidated		Parent entity
	2008	2007	2008	2007
	$	$	$	$
During the year the following fees were paid or payable for services provided by
the auditor of the parent entity, its related practices and non-related audit f rms:
Assurance services:
Auditing or review of f nancial statements
> PricewaterhouseCoopers Australia	830,666	624,534	604,585	568,696
> Related practices of PricewaterhouseCoopers	1,996,797	1,377,748	-	-
	2,827,423	2,002,282	604,585	568,696
Other assurance services (a)
> PricewaterhouseCoopers Australia	18,263	32,817	73,982	75,962
> Related practices of PricewaterhouseCoopers	2,452,505	218,133	-	-
	2,470,768	250,950	73,982	75,962
Remuneration received, or due and receivable, by auditors other
than the auditor of the parent entity and its aff liates for:
Auditing or review of f nancial statements	45,917	26,101	-	-
Other services	20,436	50,148	-	-

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

PAGE 76 Computershare Annual Report 2008

33. RELATED PARTY DISCLOSURES

Key management personnel disclosures are included in note 31.

(a) Directors’ shareholdings

(a) Directors’ shareholdings
	Shares issued by the parent entity 2008 2007
Ordinary shares held at the end of the f nancial year 101,315,867 102,510,193 Ordinary dividends received during the year in respect of those ordinary shares $17,359,916 $12,284,168 Ordinary shares acquired by directors during the f nancial year 24,824 99,498 Ordinary shares disposed of by directors during the f nancial year 1,251,890 2,618,000 Ordinary shares granted to directors 32,740 - (b) Other transactions with key management personnel 2008 $* 2007 $
C.J. Morris is a director and owner of Portsea Hotel which provides conference facilities to the Company in the ordinary course of business on ordinary commercial terms and conditions. Fees received by the Portsea Hotel are: - 8,808
Total payments to key management personnel - 8,808

Computershare as a matter of Board approved Policy maintains a register of all transactions between employees and the Company and its subsidiaries. It is established practice for any Director to recuse himself or herself from discussion and voting upon any transaction in which that Director has an interest. The Company has a Board-approved Ethics Policy governing many aspects of workplace conduct, including management and disclosure of confl icts of interest.

(c) Wholly owned Group – intercompany transactions and outstanding balances

The parent entity and its subsidiaries entered into the following transactions during the year within the wholly owned Group:

Loans were advanced and repayments received on loans and intercompany accounts (notes 8 and 20)
Fees were exchanged between entities (note 2)
Interest was charged between entities (note 2)
The parent entity and its Australian subsidiaries have entered into a tax sharing deed, which includes a tax funding arrangement (note 5)
Dividends were paid between entities (note 2)

These transactions were undertaken on commercial terms and conditions. No provisions for doubtful debts were raised during the fi nancial year (2007: $nil).

(d) Ultimate controlling entity

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

(e) Ownership interests in related parties

Interests in subsidiaries are set out in note 30. Interests held in associates and joint ventures are disclosed in notes 40 and 41 of the fi nancial statements.

(f) Transactions with other related parties

Computershare Technology Services Pty Ltd has a receivable of $518,976 (2007: $457,154) from Chelmer Limited. This receivable has been fully provided for.

Computershare New Zealand Ltd has a receivable of $1,523,348 (2007: $1,523,348) from Chelmer Limited. This receivable has been fully provided for.

Computershare New Zealand Ltd has a payable of $1,975 (2007: $nil) to Chelmer Limited.

Computershare Investor Services New Zealand has made purchases of $21,352 (2007: $18,932) from Chelmer Limited.

Computershare Investor Services New Zealand has made sales of $2,623 (2007: $nil) to Chelmer Limited.

Computershare Pepper Germany has a receivable of $831,782 (2007: $877,231) from Netpartnering Limited. The current year provision made is $nil (2007: $nil).

Computershare Pepper Germany had sales of $3,614,520 (2007: $1,853,084) with Netpartnering Limited.

Computershare Pepper Austria had sales of $447,945 (2007: $nil) with Netpartnering Limited.

PAGE 77

Notes to the Financial Statements

Computershare Pepper Austria has a receivable of $474,409 (2007: $nil) from Netpartnering Limited. The current year provision made is $nil (2007: $nil).

Computershare Pepper UK has a receivable of $96,516 (2007: $102,809) from Netpartnering Limited. The current year provision made is $nil (2007: $nil).

Computershare Pepper UK had sales of $44,165 (2007:$176,905) with Netpartnering Limited.

Computershare Investment No1 UK Ltd had a receivable in 2008 of $nil (2007: $337,370) from The National Registry Company.

These transactions were undertaken on commercial terms and conditions.

34. SIGNIFICANT EVENTS AFTER BALANCE DATE

Acquisitions post 30 June 2008

On 13 August 2008, Computershare agreed principal terms for the acquisition of Busy Bee Childcare Vouchers Limited, one of the leading UK based managers and administrators of childcare voucher schemes. The acquisition was completed on 1 September 2008, with consideration paid of GBP£90 million. The acquisition is expected to be EPS positive in FY2009 and increasingly accretive thereafter. The impact on earnings is not expected to be material to the Group. It is impracticable to disclose the value of assets and liabilities information due to the proximity to year end.

Debt Facility

During FY2008 Computershare increased its bank debt facilities from AU$ 400 million to US$ 750 million via one and three year tranches. The lender group increased from two to fi ve lenders.

Post balance date on 29 July 2008 Computershare issued notes in the US Private Placement market, raising US$ 235 million maturing in 10 years for a fi xed coupon of 6.34%.

35. FINANCIAL RISK MANAGEMENT

Financial risk management objectives

The Group’s activities expose it to a variety of fi nancial risks: market risk (including foreign exchange risk and interest rate risk), liquidity risk and credit risk. The Group’s overall fi nancial risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board. The Board provides written principles for overall risk management, as well as policies covering specifi c areas such as currency risk management, interest rate risk management, counterparty risk management and the use of derivative fi nancial instruments. Derivative fi nancial instruments are used to manage specifi cally identifi ed interest rate and foreign currency risks.

The Group Treasury function provides services to the business and monitors and manages the fi nancial risks relating to the operations of the Group. Group Treasury identifi es, evaluates and hedges fi nancial risks in close co-operation with the regional treasury centres and report monthly to the Board.

Capital risk management objectives

The primary objective of the Group’s capital management is to ensure that it minimises the working capital funding requirements through effective controls in order to support its businesses and maximise shareholder value.

The key fi nancial ratio for the Group is net fi nancial indebtedness to management earnings before interest, tax, depreciation and amortisation (EBITDA). Net debt is calculated as interest bearing liabilities less cash and cash equivalents.

	Consolidated 2008 2007 $000 $000
Interest bearing liabilities 910,922 435,064 Cash 124,235 86,801
Net debt 786,687 348,263
Management EBITDA 479,193 370,456
Net debt to Management EBITDA 1.64 0.94

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, conduct share buy-backs or issue new shares. No changes were made in the objectives or processes during the years ended 30 June 2007 and 30 June 2008.

Net fair value of fi nancial assets and liabilities

The carrying amounts of cash and cash equivalents, receivables, payables, non interest bearing liabilities fi nance leases, loans and derivatives approximate their fair values for the parent entity and consolidated group.

Financial risk factors

The key fi nancial risk factors that arise from the Group’s activities are outlined below.

PAGE 78 Computershare Annual Report 2008

(a) Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash fl ows or the fair values of fi nancial instruments. The consolidated entity is exposed to interest rate risk through its primary fi nancial assets and liabilities and as a result of maintaining paying agent and escrow agent bank accounts on behalf of clients. Given the nature of the client balances, neither the funds nor an offsetting liability are included in the Group’s fi nancial statements. Client balances at year end approximated $8.6 billion (2007: $6.7 billion) and in relation to these balances, Computershare has in place interest rate derivatives totalling $1.8 billion notionally (2007: $2.1 billion).

The following table summarises the interest rate risk for the consolidated entity, together with effective interest rates as at the balance date.

	Floating interest rate $000	Fixed interest rate maturing in 1 year or less 1 to5 years More than 5 years $000 $000 $000	Non- interest bearing $000	Total $000	Weighted average interest rate Floating Fixed % %
AS AT30 JUNE2008 Financial assets Cash and cash equivalents 124,235 - - - Trade receivables - - - - Non trade receivables & loans - - - -			- 124,235 3.93 - 203,203 203,203 - - 23,509 23,509 - -
124,235 - - -			226,712 350,947
Financial liabilities Trade payables - - - - Finance lease liabilities - 4,804 11,023 - Bank loan and Other 6,196 - - - Revolving multi- currency facilities 569,277 - - - USD Senior Notes1 50,000 - 123,000 145,500 Derivatives2 268,500 - (123,000) (145,500)			25,770 25,770 - - - 15,827 - 5.95 - 6,196 6.39 - - 569,277 3.86 - - 318,500 3.45 5.11 - - 3.12 5.11
893,973 4,804 11,023 -			25,770 935,570

1 USD Senior Notes at cost, excluding fair value adjustment, refer to note 21 (b). The fl oating interest rate USD Senior Notes mature in 2011.

2 Notional principal amounts

	Floating interest rate $000	Fixed interest rate maturing in 1year or less 1to5years More than 5years $000 $000 $000	Non- interest bearing $000	Total $000	Weighted average interest rate Floating Fixed % %
AS AT30 JUNE2007 Financial assets Cash and cash equivalents 86,801 - - - Trade receivables - - - - Non trade receivables and loans - - - -			- 86,801 5.14 - 161,536 161,536 - - 14,541 14,541 - -
86,801 - - -			176,077 262,878
Financial liabilities Trade payables - - - - Finance lease liabilities - 1,116 2,371 - Bank loan and Other 35 - - - Revolving multi- currency facilities 129,565 - - - USD Senior Notes1 50,000 - 123,000 145,500 Derivatives2 268,500 - (123,000) (145,500)			21,851 21,851 - - - 3,487 - 5.74 - 35 6.00 - - 129,565 5.41 - - 318,500 6.01 5.11 - - 5.97 5.11
448,100 1,116 2,371 -			21,851 473,438

1 USD Senior Notes at cost, excluding fair value adjustment, refer to note 21 (b). The fl oating interest rate USD Senior Notes mature in 2011.

2 Notional principal amounts

PAGE 79

Notes to the Financial Statements

The following table summarises the interest rate risk for the parent entity, together with effective interest rates as at the balance date.

	As at30 June2008 Floating interest rate Non- interest bearing Total Ave interest rate $000 $000 $000 %	As at30June2007 Floating interest rate Non- interest bearing Total Ave interest rate $000 $000 $000 %
Financial assets Cash 7,842 - 7,842 5.75 597 - 597 6.00 Intercompany receivables 14,283 269,080 283,363 2.75 10,099 85,166 95,265 4.75 Financial liabilities Intercompany payables and loans 72,597 679,335 751,932 5.75 70,679 149,361 220,040 6.00

The sensitivity of the profi t and loss statement to interest rate movements is the effect of assumed reasonably possible changes in interest rate for one year, based on the on-balance sheet fl oating rate fi nancial assets and liabilities as at 30 June. The total sensitivity is based on the assumption that there are parallel shifts in the yield curve and do not take into account actions that Management may take to mitigate the effect of such changes.

Management judgements of reasonably possible movements in interest rates have been based on 200 basis point movements around the 12 month market rate as at 30 June for all regions. The assumptions and methods used in performing the sensitivity analysis did not change from the previous periods.

The sensitivity to a reasonably possible increase in interest rates, with all other variables held constant, of the profi t and loss statement is a decrease to profi t of $10.6 million (2007: $0.9 million). This sensitivity calculation does not include the impact of client balances or the related derivatives.

The sensitivity to a reasonably possible decrease in interest rates, with all other variables held constant, of the profi t and loss statement is an increase to profi t of $1.0 million (2007: $0.1 million). This sensitivity calculation does not include the impact of client balances or the related derivatives.

Client balances have been excluded from the sensitivity analysis as they are not refl ected on the Group’s balance sheet. Interest income is earned on these balances at a fl oating interest rate.

The above sensitivity analysis does not refl ect the future impact on the profi t and loss statement should the reasonably possible changes in interest rates occur as the calculations are based on balances held as at 30 June.

(b) Foreign exchange risk

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency.

Entities within the Group typically enter into external transactions and recognise external assets and liabilities that are denominated in their functional currency. Whilst a number of entities within the Group hold external bank account balances in a currency which is not their local functional currency these balances do not expose the Group to signifi cant foreign exchange risk.

Foreign exchange risk also arises from net investments in foreign operations held in the United Kingdom, Canada, Europe and Asia Pacifi c. Accordingly, the Group’s balance sheet can be affected signifi cantly by movements in the relevant currency exchange rate when translating into Computershare’s presentation currency, the United States dollar. Intercompany balances denominated in a currency that is not the entity’s functional currency are designated as a hedge of the net investment in foreign operations. The consolidated entity also has debt that is designated as a hedge of the net investment in foreign operations. On consolidation, any exchange gains or losses on these balances are transferred to the foreign currency translation reserve.

The Parent entity’s post tax profi t for the year would have been $3.6 million (2007: $2.8 million) higher/$ 4.4 million (2007: $3.4 million) lower had the Australian dollar strengthened/weakened by 10% against the British Pound and Canadian Dollar as a result of the foreign currency denominated intercompany balances. These balances are eliminated on consolidation and as they are designated as part of the hedge of net investment these foreign currency gains or losses are taken to foreign currency translation reserve on consolidation.

(c) Credit risk

Credit exposure represents the extent of credit related losses that the consolidated entity may be subject to on amounts to be received from fi nancial assets. The consolidated entity, while exposed to credit related losses in the event of non-payment by clients, does not expect any clients to fail to meet their obligations. The Group’s trading terms do not generally include the requirement for customers to provide collateral as security for fi nancial assets and accordingly, the consolidated entity does not hold any collateral as security.

The consolidated entity’s exposure to credit risk is as indicated by the carrying amounts of its fi nancial assets. Concentrations of credit risk exist when clients have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions.

PAGE 80 Computershare Annual Report 2008

The consolidated entity minimises concentrations of credit risk by undertaking transactions with a large number of clients in various countries and industries. The registry and bureau sector transacts with various listed companies across a number of countries. The consolidated entity does not have a signifi cant exposure to any individual client.

Transactions involving derivative fi nancial instruments are with counterparties with whom the Group has signed International Swaps and Derivatives Association agreements as well as sound credit arrangements. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations.

(d) Liquidity Risk

Liquidity risk management implies maintaining suffi cient cash and the availability of funding. The Group has staggered its various debt maturities to reduce re-fi nancing risk. Whilst impacted by acquisitions from time to time, the Group maintains suffi cient cash balances and committed credit facilities to meet on-going commitments.

Maturity information of fi nancial liabilities is included in Note 1, Note 21, Note 24 and Note 35(a).

36. NOTES TO THE CASH FLOW STATEMENT

(a) Reconciliation of cash

For the purposes of the Cash Flow Statement, cash and cash equivalents includes cash on hand, deposits at call with fi nancial institutions and other highly liquid investments with short periods to maturity (three months or less) which are readily convertible to known amounts of cash on hand and are subject to an insignifi cant risk of changes in value, net of outstanding bank overdrafts. Cash and cash equivalents as at the end of the fi nancial year as shown in the Cash Flow Statement is reconciled to the related items in the Balance Sheet as follows:

		Consolidated		Parent entity
	2008	2007	2008	2007
Cash at bank and on hand Short-term deposits Shown as cash and cash equivalents on the balance sheet	$000 119,617 4,618 124,235	$000 85,202 1,599 86,801	$000 7,842 - 7,842	$000 597 - 597
(b) Reconciliation of net prof t after income tax to net cash
provided by operating activities
Net prof t after income tax	289,126	239,877	236,342	93,341
Adjustments for non cash income and
expense items:
Depreciation and amortisation	41,587	32,022	494	479
(Prof t)/loss on sale of non-current assets	(5,736)	(12,567)	-	710
Share of net (prof t)/loss of associates and joint ventures accounted for using equity method Employee benef ts – share based payments	(2,687) 11,464	(2,957) 10,608	(762) 4,342	(276) 3,815
Financial instruments	(603)	255	-	-
Other	-	-	7	119
Changes in assets and liabilities
(Increase)/decrease in accounts receivable	(28,271)	(11,106)	(333)	231
(Increase)/decrease in net tax assets	26,968	33,853	14,896	20,750
(Increase)/decrease in inventory	(1,814)	(932)	-	-
(Increase)/decrease in prepayments and other assets	2,145	(1,878)	-	-
(Increase)/decrease in intercompany balances Increase/(decrease) in payables and provisions Increase/(decrease) in reserves Net cash and cash equivalents provided by operating activities	- 17,703 (2,549) 347,333	- 29,481 4,315 320,971	(284,468) (8,581) (513) (38,576)	(118,714) (17,347) - (16,892)

(c) Non cash transactions

There were no material non cash transactions during the year.

PAGE 81

Notes to the Financial Statements

(d) Acquisition of businesses

In addition to the acquisition of subsidiaries as disclosed in note 30, the UMB Bank registry business and Machine Dreams Inc. business were acquired during the year ended 30 June 2008.

	2008
	$000
The amounts of assets and liabilities acquired by major class are:
Property, plant and equipment	104
Other assets	176
Intangible assets including goodwill on acquisition *	15,171
Consideration paid and payable	15,451
Less: consideration paid in prior periods /payable in future periods	(1,999)
Outf ow of cash	13,452

Intangible asset valuations will be performed within 12 months of acquisition date.

37. CONTINGENT LIABILITIES

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

(a) Guarantees and Indemnities

Guarantees and indemnities of US$750,000,000 (30 June 2007: AU$400,000,000) have been given to the consolidated entity’s Australian Bankers by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Investments (UK)(No. 3) Ltd, Computershare Finance Company Pty Ltd, and Computershare US under a Multicurrency Revolving Facility Agreement dated 18 March 2005 (please refer to note 21 for further detail).

Bank guarantees of AU$520,000 (2007: AU$520,000) have been given in respect of facilities provided to Computershare Clearing Pty Ltd. Bank guarantees of AU$497,713 (2007: AU$497,713) have been given in respect of facilities provided to Computershare Ltd. A bank guarantee of AU$500,000 (2007: AU$500,000) has been given in respect of facilities provided to Sepon Australia Pty Ltd. A bank guarantee of AU$213,050 (2007: AU$259,835) has been given in respect of facilities provided to Computershare Investor Services Pty Ltd. A bank guarantee of AU$106,350 (2007: AU$106,350) has been given in respect of facilities provided to Computershare Communication Services Pty Ltd. A bank guarantee of AU$20,000 (2007: AUD $20,000) has been given in respect of facilities provided to Computershare Plan Managers Pty Ltd. A bank guarantee of AU$20,000 (2007: AUD$ nil) has been given in respect of facilities provided to Computershare Share Plans.

A performance guarantee of Rand 15,000,000 (2007: Rand 15,000,000) has been given by Computershare Limited (South Africa) to provide security for the performance of obligations as a Central Securities Depositor Participant.

Bank guarantees totalling CA$ nil (2007: CA$1,800,000) 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$3,436,943 (2007: US$5,844,006) have been given by Computershare US Services Inc. as security for healthcare administration services in USA.

Guarantees of Rand 565,000 (2007: Rand nil) have been given by Computershare South Africa (Pty) Ltd to provide for electricity services.

Guarantees of US$2,559,929 (2007: US$3,108,138) have been given by Computershare Investor Services LLC and Computershare US Services Inc. as security for bonds in respect of leased premises.

A bank guarantee of HK$977,621 (2007: HK$977,621) 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 (2007: Rand 850,000) has been given by Computershare South Africa (Pty) Ltd as security for bonds in respect of leased premises.

Guarantees of EUR 3,263,000 have been given by Papa Lowe GmbH (Germany) as security for fi lm promotion loans by German government.

Guarantees of EUR 1,580,000 have been given by Am Schonberg GmbH (Germany) as security to creditors of the former owner of Am Schonberg GmbH

Guarantees of EUR 2,361,000 have been given by VEM Aktienbank AG (Germany) for redelivery liability from securities lending.

Guarantees and indemnities of US$318,500,000 (2007: US$318,500,000) have been given to US Institutional Accredited Investors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US and Computershare Investments (UK)(No. 3) Ltd under a Note and Guarantee Agreement dated 22 March 2005.

(b) Legal and Regulatory Matters

Due to the nature of operations, certain commercial claims in the normal course of business have been made against Computershare in various countries. An inherent diffi culty in predicting the outcome of such matters exists, but in the opinion of the Company, based on current knowledge and consultation with legal counsel, we do not expect any material liability to the Group to eventuate. The status of all claims is monitored on an ongoing basis, together with the adequacy of any provisions recorded in the Group’s Financial Statements.

PAGE 82 Computershare Annual Report 2008

(c) Other

The Group is subject to regulatory capital requirements administered by certain US and Canadian fi nancial institutions and banking commissions. These requirements pertain to the trust company charter granted by these authorities. The Group is also subject to regulatory capital requirements administered by the Financial Services Authority in the UK and by Regulatory Authority for Financial Institutions of Germany in Germany. These requirements pertain to the trust company charter granted by the Financial Services Authority in the UK. In Germany, these requirements need to be met for underlying businesses. Failure to meet minimum capital requirements, or other ongoing regulatory requirements, can initiate action by the regulators 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 certifi cate 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 Ltd. This obligates Computershare Limited (Australia) to maintain combined tier one capital of at least Rand 455,000,000.

Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated subsidiaries is US$9,744,237 (30 June 2007: US$5,574,403). No provision is made for withholding tax on unremitted earnings of applicable foreign incorporated subsidiaries 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 AU$5,000,000 to form part of the net tangible assets of Computershare Clearing Pty Ltd so that it can meet certain fi nancial 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 AU$5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to any other unsecured creditors of Computershare Clearing Pty Ltd. The loan was made pursuant to a deed of subordination dated 7 January 2004.

In consideration of the Australian Securities and Investments Commission agreeing to allow AU$5,000,000 to form part of the net tangible assets of Computershare Share Plans Pty Ltd so that it can meet certain fi nancial requirements under the conditions of its Australian Financial Services Licence, Computershare Limited has agreed to make, at the request of Computershare Share Plans Pty Ltd, a AU$5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to any other unsecured creditors of Computershare Share Plans Pty Ltd. The loan was made pursuant to a deed of subordination dated 5 July 2007.

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 fi nancial accommodation related to transactional services provided by Harris Trust and Savings Bank, Chicago.

38. CAPITAL EXPENDITURE COMMITMENTS

38. CAPITAL EXPENDITURE COMMITMENTS
	Consolidated 2008 2007 $000 $000	Parent entity 2008 2007 $000 $000
Less than1 year: Fit-out of premises 400 720 - - Purchase of equipment 1,023 - - - Other - 2,670 - -
1,423 3,390 - -

39. SEGMENT INFORMATION

The consolidated entity operates predominantly in three geographic segments: Asia Pacifi c; Europe, Middle East & Africa (EMEA) and North America.

Asia Pacifi c includes Australia, New Zealand, India and Hong Kong. The EMEA region comprises of operations in the UK, Ireland, Germany, South Africa and Russia. North America includes the US and Canada.

In each region the consolidated entity operates in fi ve business segments: Investor Services, Plan Services, Communication Services, Stakeholder Relationship Management Services and Technology Services.

The Investor Services operations comprise the provision of share registry and related services. The Plan Services operations comprise the provision and management of employee share and option plans. Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery. Stakeholder Relationship Management Services Group comprise the provision of investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants. Technology Services include the provision of software specializing in share registry and fi nancial services. Intersegment charges are at normal commercial rates.

All corporate entities have been included as unallocated in the geographic and business segments. Corporate entities’ main purpose is to hold intercompany investments and conduct fi nancing activities. Previously corporate entities were refl ected in the geographic region of incorporation and corporate business segments, accordingly the 30 June 2007 comparatives have been updated. The most signifi cant changes to the 30 June 2007 geographic segment profi t before income tax were corporate entity transactions relating to transfer pricing revenue, profi t on sale of Analytics business and external interest expense now being included in unallocated. The most signifi cant change to the 30 June 2007 business segment profi t before income tax was that profi t on sale of Analytics is now included in unallocated.

Geographical segments are presented as the primary reporting segment of the Group, refl ecting the manner in which the Group has been internally managed and fi nancial information reported to the Board in the current fi nancial year.

PAGE 83

Notes to the Financial Statements

PRIMARY BASIS – Geographical Segments 2008

PRIMARY BASIS – Geographical Seg	ments2008
Majorgeographic segments	Asia Pacif c $000	EMEA $000	North America $000	Unallocated/ Eliminations $000	Consolidated Total $000
Revenue External revenue 434,337 363,254 766,468 7,512 Intersegment revenue 7,182 9,382 1,595 (18,159)					1,571,571 -
Total segment revenue 441,519 372,636 768,063 (10,647)					1,571,571
Other income 248 8,545 1,809 4,587 Segment Result Prof t/(loss) before income tax 91,288 79,749 171,016 48,631 Income tax expense					15,189 390,684 (101,558)
Prof t after income tax					289,126
Depreciation 11,090 10,903 16,046 1,635 Other non cash expenses - - - 3,853 Liabilities Total segment liabilities 72,643 151,522 199,227 1,044,430					39,674 3,853 1,467,822
Assets Total segment assets 435,653 364,033 1,175,710 262,622 Carrying value of investments in associates and joint ventures included in segment assets 1,737 9,341 - - Segment assets acquired during the reporting period: Property, plant and equipment 23,845 7,430 21,385 5,336 Other non-current segment assets 122,851 82,388 47,814 -					2,238,018 11,078 57,996 253,053
Total 146,696 89,818 69,199 5,336					311,049
PRIMARY BASIS – Geographical Segments2007
Majorgeographic segments	Asia Pacif c $000	EMEA $000	North America $000	Unallocated/ Eliminations $000	Consolidated Total $000
Revenue External revenue 311,936 309,266 781,602 9,885 Intersegment revenue 3,946 9,455 1,916 (15,317)					1,412,689 -
Total segment revenue 315,882 318,721 783,518 (5,432)					1,412,689
Other income 958 1,332 462 12,558 Segment Result Prof t/(loss) before income tax 71,271 54,916 144,098 53,207 Income tax expense					15,310 323,492 (83,615)
Prof t after income tax					239,877
Depreciation 7,703 9,696 13,155 1,468 Other non cash expenses - - - 3,082 Liabilities Total segment liabilities 41,439 114,852 231,492 514,758 Assets Total segment assets 261,186 230,388 1,074,457 169,084 Carrying value of investments in associates and joint ventures included in segment assets 905 15,196 - - Segment assets acquired during the reporting period: Property, plant and equipment 8,040 8,854 7,772 1,705 Other non-current segment assets 33,321 5,265 24,942 -					32,022 3,082 902,541 1,735,115 16,101 26,371 63,528
Total 41,361 14,119 32,714 1,705					89,899

PAGE 84 Computershare Annual Report 2008

SECONDARY BASIS - Business Segments 2008

SECONDARY BASIS - Bu	siness Segme	nts2008
Major business segments	Shareholder Relationship Management Services $000	Commun- ication Services $000	Investor Services $000	Plan Services $000	Technology Services $000	Unallocated $000	Consolidated Total $000
Revenue External revenue 86,136 103,529 1,217,955 118,918 37,520 7.513 Intersegment revenue 2,194 159,264 3,736 2,088 172,165 (339,447)							1,571,571 -
Total segment revenue 88,330 262,793 1,221,691 121,006 209,685 (331,934)							1,571,571
Other income 346 105 9,729 299 123 4,587 Segment Result Prof t/(loss) before income tax 10,893 19,616 280,223 18,975 13,199 47,778 Income tax expense							15,189 390,684 (101,558)
Prof t after income tax							289,126
Depreciation 458 7,582 15,707 510 13,782 1,635 Other non cash expenses - - - - - 3,853 Liabilities Total segment liabilities 11,328 35,052 310,355 41,370 25,287 1,044,430							39,674 3,853 1,467,822
Assets Total segment assets 114,709 216,004 1,522,718 32,883 89,082 262,622							2,238,018
Carrying value of investments in associates and joint ventures included in segment assets - - 11,078 - - - Segment assets acquired during the reporting period: Property, plant and equipment 93 14,750 27,887 5 9,925 5,336 Other non-current segment assets - 120,532 95,004 - 37,517 -							11,078 57,996 253,053
Total 93 135,282 122,891 5 47,442 5,336							311,049

PAGE 85

Notes to the Financial Statements

SECONDARY BASIS - Business Segments 2007

SECONDARY BASIS - Bu	siness Segme	nts2007
Major business segments	Shareholder Relationship Management Services $000	Commun- ication Services $000	Investor Services $000	Plan Services $000	Technology Services $000	Unallocated $000	Consolidated Total $000
Revenue External revenue 85,527 75,678 1,097,887 116,907 26,806 9,884 Intersegment revenue 3,566 153,899 3,906 2,578 136,549 (300,498)							1,412,689 -
Total segment revenue 89,093 229,577 1,101,793 119,485 163,355 (290,614)							1,412,689
Other income 383 53 2,039 6 272 12,557 Segment Result Prof t/(loss) before income tax 11,989 21,986 212,216 12,907 12,134 52,260 Income tax expense							15,310 323,492 (83,615)
Prof t after income tax							239,877
Depreciation 506 5,556 13,938 395 10,159 1,468 Other non cash expenses - - - - - 3,082 Liabilities Total segment liabilities 11,436 15,611 306,686 34,469 19,581 514,758 Assets Total segment assets 107,584 61,297 1,326,803 35,000 35,347 169,084 Carrying value of investments in associates and joint ventures included in segment assets - - 16,101 - - - Segment assets acquired during the reporting period: Property, plant and equipment 153 2,511 9,903 139 11,960 1,705 Other non-current segment assets - 893 61,149 - 1,486 -							32,022 3,082 902,541 1,735,115 16,101 26,371 63,528
Total 153 3,404 71,052 139 13,446 1,705							89,899

Segment information is prepared in conformity with the accounting policies of the entity as disclosed below and Accounting Standard, AASB 114 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. Segment liabilities consist primarily of trade and other payables, employee entitlements and other provisions. Segment assets and liabilities do not include income taxes.

PAGE 86 Computershare Annual Report 2008

40. ASSOCIATED ENTITIES

Details of interests in associated entities are as follows:

Name	Principal Activities	Place of Incorporation	Ownership Interest 2008 2007 % %	Balance Date	Consolidated Carrying amount 2008 2007 $000 $000
Equity accounted Chelmer Limited Computer Technology Services New Zealand Registrar Nikoil Company JSC Investor Services Russia Netpartnering Limited Investor Services UK			50% 50% 40% 40% 25% 25%	30June - - 31December 5,951 11,454 31December 3,390 3,743
Total investments in associated entities				9,341 15,197

Voting power is in accordance with the ownership interest held.

	2008 2007 $000 $000
Share of associates results Prof t/(loss) before income tax 2,619 3,478 Income tax expense (694) (796)
Prof t/(loss) after tax 1,925 2,681 Share of net result of associates 1,925 2,681 Less dividends received (6,752) - Retained prof ts at the beginning of the f nancial year 1,723 6,374 Effect of associates becoming subsidiary undertakings - (7,332)
Retained prof ts at the end of the f nancial year (3,104) 1,723
Share of associates reserves Foreign currency translation reserve Balance at the beginning of the f nancial year 279 6 Share of translation of overseas associates (32) 66 Effect of associates becoming subsidiary undertakings - 207
Balance at the end of the f nancial year 247 279
Movements in carrying value of investments in associates Carrying amount at the beginning of the f nancial year 15,197 8,371 Investments acquired during the year (997) 13,408 Share of net result after income tax 1,925 2,681 Less dividends received (6,752) - Effect of associates becoming subsidiary undertakings - (9,536) Share of movement in reserves during the f nancial year (32) 273
Carrying amount at the end of the f nancial year 9,341 15,197

Share of associates capital expenditure commitments

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

Share of associates contingent liabilities

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

PAGE 87

Notes to the Financial Statements

41. JOINT VENTURES

Details of interests in joint ventures are as follows:

Name	Ownership Interest 2008 2007 % %	Consolidated Carrying amount 2008 2007 $000 $000	Consolidated Carrying amount 2008 2007 $000 $000
Japan Shareholder Services Investor services Japan	50% 50%	1,737 904

			Consolidated 2008 2007 $000 $000
Retained prof ts (loss) attributable to the joint venture At the beginning of the f nancial year At the end of the f nancial year Foreign currency translation reserve attributable to the joint venture At the beginning of the f nancial year At the end of the f nancial year Movement in carrying amount of investment in joint venture Carrying amount at the beginning of the f nancial year Investments acquired during the year Foreign exchange on opening carrying value Share of net result of joint ventures after income tax Share of movement in reserves during the f nancial year Dividend paid		237 (82) 898 237 76 - 121 76 904 529 - - 121 76 762 276 51 23 (101) -
Carrying amount at the end of the f nancial year		1,737 904
Share of joint venture revenues, expenses and results Revenues Expenses		3,906 2,462 (2,591) (1,997)
Prof t/(loss) before related income tax		1,315 465
Share of joint venture assets and liabilities		- -

Share of joint venture capital expenditure commitments

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

Share of joint venture contingent liabilities

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

42. INTERESTS IN EQUITY

42. INTERESTS IN EQUITY
	Members of the Parent entity 2008 2007 $000 $000	Minority Interests 2008 2007 $000 $000
Interest in the equity of the consolidated entity: Contributed equity – ordinary shares 31,689 344,541 Reserves 126,437 63,894 Retained prof ts 600,794 414,658		3,799 4,645 620 910 6,857 3,926
Total interest in equity 758,920 823,093		11,276 9,481

PAGE 88 Computershare Annual Report 2008

Directors’ Declaration

In the directors’ opinion:

(a) the fi nancial statements and notes set out on pages 37 to 88 are in accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(ii) giving a true and fair view of the company’s and consolidated entity’s fi nancial position as at 30 June 2008 and oftheir performance, for the fi nancial year ended on that date; and
(b) 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
(c) at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group identifi ed in note 30 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 30.

The directors have been given the declarations by the Chief Executive Offi cer and Chief Financial Offi cer required by section 295A of the Corporations Act 2001.

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C.J. Morris Executive Chairman

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W.S. Crosby Director

10 September 2008

PAGE 89

Statement to the Board of Directors of Computershare Limited

The Chief Executive Offi cer and Chief Financial Offi cer state that:

(a) the fi nancial records of the company and the consolidated entity for the fi nancial year ended 30 June 2008 have been properly maintained in accordance with section 286 of the Corporations Act 2001; and
(b) the fi nancial statements, and the notes to the fi nancial statements, of the company and the consolidated entity, for the fi nancial year ended 30 June 2008:
(i) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(ii) give a true and fair view of the company’s and consolidated entity’s fi nancial position as at 30 June 2008 and of their performance for the fi nancial year ended on that date.

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W.S. Crosby Chief Executive Offi cer

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T.F. Honan Chief Financial Offi cer

10 September 2008

PAGE 90 Computershare Annual Report 2008

Independent Auditor’s Report

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PricewaterhouseCoopers ABN 52 780 433 757

Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website: www.pwc.com/au Telephone +61 3 8603 1000 Facsimile + 61 3 8603 1999

Report on the fi nancial report

We have audited the accompanying fi nancial report of Computershare Limited (the company), which comprises the balance sheet as at 30 June 2008, and the income statement, statement of changes in equity and cash fl ow statement for the year ended on that date, a summary of signifi cant accounting policies, other explanatory notes and the directors’ declaration for both Computershare Limited and the Computershare Limited Group (the consolidated entity). The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the fi nancial year.

Directors’ responsibility for the fi nancial report

The directors of the company are responsible for the preparation and fair presentation of the fi nancial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the fi nancial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the fi nancial report, comprising the fi nancial statements and notes, complies with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Auditor’s responsibility

Our responsibility is to express an opinion on the fi nancial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the fi nancial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the fi nancial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial report.

Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the fi nancial report.

For further explanation of an audit, visit our website http://www.pwc.com/au/f nancialstatementaudit.

Our audit did not involve an analysis of the prudence of business decisions made by directors or management.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinions.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Liability limited by a scheme approved under Professional Standards Legislation

PAGE 91

Auditor’s opinion

In our opinion:

(a) the fi nancial report of Computershare Limited is in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the company’s and consolidated entity’s fi nancial position as at 30 June 2008 and of their performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
(b) the fi nancial report complies with International Financial Reporting Standards as issued by the International Accounting Standards Board as disclosed in Note 1.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 26 to 34 of the directors’ report for the year ended 30 June 2008. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s opinion

In our opinion, the Remuneration Report of Computershare Limited for the year ended 30 June 2008, complies with section 300A of the Corporations Act 2001 .

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PricewaterhouseCoopers

==> picture [110 x 38] intentionally omitted <==

Simon Gray Partner

Melbourne 10 September 2008

PAGE 92 Computershare Annual Report 2008

Shareholder Information

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

SHAREHOLDINGS

Substantial Shareholders

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

Name	Date of notice to Company	Number of ordinary shares
Christopher John Morris	5September2008	54,113,442
Fidelity Management Research Company & Fidelity International Limited	8September2008	34,878,276
Barclays Group	28March2008	35,121,128
West Side Investment Management, Inc. Anthony Norman Wales (Welas Pty Ltd)	24July2007 22April2008	29,605,000 29,092,384

Class of shares and voting rights

At 8 September 2008 there were 27,228 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.”

Distribution of shareholders of shares as at 8 September 2008

Size of holding	Ordinary shareholders
1–1,000	10,135
1,001-5,000	12,537
5,001-10,000	2,606
10,001-100,000	1,762
100,001and over	188
Total shareholders	27,228
There were171shareholders holding less than a marketable parcel	of55ordinary shares at8September2008.

PAGE 93

Twenty Largest Shareholders of ordinary shares as at 8 September 2008

Ordinary shares
Number
%

J P Morgan Nominees Australia Limited
77,307,776
13.91
HSBC Custody Nominees (Australia) Limited
63,056,444
11.35
Finico Pty Ltd
54,113,442
9.74
National Nominees Limited
39,667,324
7.14
Welas Pty Ltd
29,092,384
5.24
West Side Investment Management Inc
25,000,000
4.50
Citicorp Nominees Pty Limited
23,440,907
4.22
P. J. Maclagan
14,400,000
2.59
ANZ Nominees Limited
13,395,305
2.41
Cogent Nominees Pty Limited
12,128,440
2.18
Australian Foundation Investment Company Limited
8,156,355
1.47
M. J. O’Halloran
8,017,489
1.44
UBS Nominees Pty Ltd
7,284,251
1.31
CPU Share Plans Pty Limited
6,384,984
1.15
HSBC Custody Nominees (Australia) Limited (Gsco Ecsa)
5,558,612
1.00
ANZ Nominees Limited (SL Cash Income Account)
4,973,417
0.90
Argo Investments Limited
4,281,166
0.77
Computershare Clearing Pty Ltd
4,054,622
0.73
AMP Life Limited
4,054,153
0.73
Queensland Investment Corporation
3,559,164
0.64

Total
407,926,235
73.42

PAGE 94 Computershare Annual Report 2008

Offi ce Locations

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

Boston Edison Hauppauge Jersey City
Halifax
Montreal
New York Princeton
Toronto Jacksonville Atlanta
Shelton
Chicago
Cleveland
Kansas City
Denver
Calgary
Vancouver San Francisco
Los Angeles
Auckland
Brisbane
Sydney
Melbourne
Tokyo
Hong Kong
Beijing Adelaide
Irkutsk
Norilsk
Kolkata Perth
Chennai
Singapore
Samara Delhi Hyderabad Bangalore
Mumbai
Moscow
Frankfurt
St Petersburg Johannesburg
Munich
London Vienna
Rome
Dublin Edinburgh Milan
Paris
Jersey
Bristol Brussels Madrid
----- End of picture text -----

PAGE 95

Corporate Directory

DIRECTORS

Christopher John Morris (Executive Chairman) William Stuart Crosby (Chief Executive Offi cer) Dr Markus Kerber Simon David Jones Penelope Jane Maclagan Anthony Norman Wales Arthur Leslie Owen Nerolie Phyllis Withnall

COMPANY SECRETARIES Dominic Matthew Horsley Katrina Diana Bobeff

REGISTERED OFFICE

Yarra Falls 452 Johnston Street Abbotsford VIC 3067

Telephone +61 3 9415 5000 Facsimile +61 3 9473 2500

SHARE REGISTRY

Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford VIC 3067

PO Box 103 Abbotsford VIC 3067

Telephone 1300 307 613 (within Australia) +61 3 9415 4222 Facsimile +61 3 9473 2500

INVESTOR RELATIONS

Yarra Falls 452 Johnston Street Abbotsford VIC 3067

Telephone + 61 3 9415 5000 Facsimile + 61 3 9473 2434

Email [email protected]

Website www.computershare.com

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To view the Shareholder Review, visit our website:

www.computershare.com

BANKERS

STOCK EXCHANGE LISTING Australian Securities Exchange

SOLICITORS

Minter Ellison Level 23, Rialto Towers 525 Collins Street Melbourne VIC 3000

AUDITORS

PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard Southbank VIC 3006

National Australia Bank Limited 500 Bourke Street Melbourne VIC 3000

Australia and New Zealand Banking Group Limited 530 Collins Street Melbourne VIC 3000

The Royal Bank of Scotland Plc Corporate and Institutional Banking 135 Bishopsgate London EC2M 3UR United Kingdom

DESIGNED AND PROCURED BY

Computershare Communication Services Limited 21 Wirraway Drive Port Melbourne VIC 3207 Telephone +61 3 9415 5000

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

CONSUMER
----- End of picture text -----

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

Computershare uses Greenhouse Friendly[TM] ENVI Carbon Neutral Paper

PAGE 96 Computershare Annual Report 2008

HEAD Offi ce

Computershare Limited ABN 71 005 485 825 Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067 Australia

Telephone: +61 3 9415 5000 Facsimile: +61 3 9473 2500

The Annual Report and Shareholder Review are available online:

www.computershare.com

AI assistant

COMPUTERSHARE LIMITED. — Annual Report 2008

64696_rns_2008-09-25_2834b4d7-6027-4a03-86be-c50d15c80e59.pdf

certainty ingenuity advantage

Contents

OVERVIEW

GOVERNANCE

FINANCIALS

REPORTS

FURTHER INFORMATION

Financial Highlights

Financial Calendar

2008

2009

Performance Indicators

Regional Analysis

CONTINUED GROWTH

THE YEAR IN REVIEW

North America

Europe, Middle East and Africa (EMEA)

Asia Pacifi c

Global

CAPITAL MANAGEMENT

Dividend

On-market ordinary share buy back

Debt

TECHNOLOGY PRIORITIES

ACQUISITIONS

OUTLOOK

CONCLUSION

FINANCIAL PERFORMANCE

REGIONAL PERFORMANCE

Technology Technology costs costs as a % of sales revenue

Debt facility maturity profi le

INVESTMENT ANALYSIS

BALANCE SHEET AND CASH FLOWS

POST BALANCE DATE

USA

YEAR IN REVIEW

ACHIEVEMENTS

OUTLOOK AND PRIORITIES

2008 HIGHLIGHTS

CANADA

YEAR IN REVIEW

ACHIEVEMENTS

OUTLOOK AND PRIORITIES

AUSTRALASIA

YEAR IN REVIEW

ACHIEVEMENTS

OUTLOOK AND PRIORITIES

2008 HIGHLIGHTS

ASIA

YEAR IN REVIEW

ACHIEVEMENTS

OUTLOOK AND PRIORITIES

YEAR IN REVIEW

ACHIEVEMENTS

OUTLOOK AND PRIORITIES

UPDATE ON KEY INITIATIVES

Environmental Policy

Online Investor Communications

eTree

Change a Life

OUTLOOK AND PRIORITIES

Corporate Governance Statement

1. COMPUTERSHARE’S APPROACH TO CORPORATE GOVERNANCE

2. BOARD RESPONSIBILITIES

3. COMPOSITION OF THE BOARD OF DIRECTORS

Membership and expertise of the Board

Christopher John Morris

W. Stuart Crosby

Corporate Governance Statement

Dr. Markus Kerber

Simon Jones

4. BOARD INDEPENDENCE

5. BOARD MEETINGS

6. BOARD COMMITTEES

The Risk and Audit Committee

Corporate Governance Statement

The Nomination Committee

COMPUTERSHARE LIMITED. Annual Report 2008