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COMPUTERSHARE LIMITED. Capital/Financing Update 2004

Sep 29, 2004

64696_rns_2004-09-29_0d15dce8-44d2-4337-9fa1-9bba4e4a256b.pdf

Capital/Financing Update

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Computershare

Corporate

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

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

30 September 2004

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

Details relating to the conversion of reset preference shares into fully paid ordinary shares

In accordance with clause 3.7 of the terms of issue of the Company's reset preference shares (RPS), we confirm that:

  • 900,000 RPS, being the amount of RPS on issue, will each convert into one fully paid ordinary share in $\bullet$ the capital of the Company today;
  • each RPS will also entitle its holder to be issued with fully paid ordinary shares in the capital of the $\bullet$ Company, resulting in the issue of an additional 23,100,382 ordinary shares today.

As a result of the above, the number of fully paid ordinary shares in the capital of the Company will increase to 562,563,658.

Further details relating to the above are set out in the attached Appendix 3B.

Yours faithfully

Mark Davis Joint Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Computershare Limited

ABN

71 005 485 825

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

*Class of +securities issued or to be $\mathbb{I}$ issued

Ordinary Shares

  • $\overline{2}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued
  • Principal terms of the *securities 3 (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

23,100,382

Ordinary fully paid shares

  • See chapter 19 for defined terms.

Do the *securities rank equally in all $\overline{A}$ Yes respects from the date of allotment with an existing "class of quoted *securities? If the additional securities do not rank equally, please state: the date from which they do $\bullet$ the extent to which they participate for the next dividend. (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $\overline{\text{Nil}}$ Purpose of the issue In accordance with clause 3.7 of the terms of 6 (If issued as consideration for the issue of the Company's reset preference shares acquisition of assets, clearly identify $(RPS):$ those assets) $\bullet$ 900,000 being the amount of RPS on issue, will each convert into one fully paid ordinary share in the capital of the Company: each RPS will also entitle its holder to be $\bullet$ issued with fully paid ordinary shares in the capital of the Company, resulting in the issue of an additional 23,100,382 ordinary shares. $\overline{7}$ Dates of entering "securities into 30 September 2004 uncertificated holdings or despatch of certificates Number *Class Ordinary Shares $\bar{R}$ Number and *class $of$ all 538, 563, 276 *securities quoted on ASX $+900,000$ (including the securities in clause $+23,100,382$ 2 if applicable)

562,563,658

+ See chapter 19 for defined terms.

9 Number + Class
Number and "class of all
*securities not quoted on ASX
(including the securities in clause
2 if applicable)
12,077,053 Unquoted employee
options
1,500,000 Other options on issue

$10\,$ Dividend policy (in the case of a $N/A$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$ holder
approval
N/A
security
ls
required?
12 Is the issue renounceable or non-
N/A
renounceable?
13 Ratio in which the "securities will
N/A
be offered
14 Class of securities to which the N/A
offer relates
15 *Record
determine
N/A
date
to
entitlements
16 N/A
Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in
N/A
relation to fractions
18 Names of countries in which the
N/A
entity has *security holders who
will
not
be
sent
issue
new
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 of $\mid N/A$
Closing
date
for
receipt
acceptances or renunciations

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20 Names of any underwriters N/A
21 Amount of any underwriting fee or
commission
N/A
22 Names of any brokers to the issue N/A
23. Fee or commission payable to the
broker to the issue
N/A
24 Amount of any handling
fee
payable to brokers who lodge
acceptances or renunciations on
behalf of "security holders
N/A
25. If the issue is contingent
on
N/A
*security holders' approval, the date
of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
N/A
Disclosure Statement will be sent to
persons entitled
27. If the entity has issued options, and
the terms entitle option holders to
N/A
participate on exercise, the date on
which notices will be sent to option
holders
28. Date rights trading will begin (if
applicable)
N/A
29 Date rights trading will end (if
applicable)
N/A
30 How do "security holders sell their N/A
entitlements
in full through
$\mathbf a$
broker?
31 How do *security holders sell part N/A
of their entitlements through a
broker and accept for the balance?

+ See chapter 19 for defined terms.

32 How do +security holders dispose $N/A$ of their entitlements (except by sale through a broker)?

33 +Despatch date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities (tick one)
  • $\left( a\right)$ Securities described in Part 1
  • $(b)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • If the "securities are "equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders
  • If the +securities are +equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$
  • 100,001 and over

37

35

36

A copy of any trust deed for the additional "securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38. Number of securities for which
+ quotation is sought
N/A
39. Class of *securities for which
quotation is sought
N/A
40 Do the + securities rank equally in all
respects from the date of allotment
with an existing "class of quoted
*securities?
N/A.
If the additional securities do not
rank equally, please state:
the date from which they do
the.
extent
which
to.
they
participate for the next dividend,
the
case
οf
(in
$\mathbf{a}$
trust.
distribution) or interest payment
the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41 Reason for request for quotation
now
N/A
Example: In the case of restricted securities, end of
restríction períod
upon
conversion
(if issued)
οf
another security, clearly identify that
other security)
Number * Class
42. Number and class of all securities N/A
quoted on ASX (including the
securities in clause 38)

+ See chapter 19 for defined terms.

Quotation agreement

  • $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
  • $\overline{2}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not $\bullet$ for an illegal purpose.
  • There is no reason why those *securities should not be granted *quotation.
  • An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
  • If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

+ See chapter 19 for defined terms.

  • $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  • $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before "quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

$\mathcal{M}_{\mathcal{G}}$ MAA ...................................

Mark Davis Print name:

+ See chapter 19 for defined terms.