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COMPUTERSHARE LIMITED. Capital/Financing Update 2006

Nov 16, 2006

64696_rns_2006-11-16_add31287-0cfe-48ab-8bfa-99a35e3f5f4e.pdf

Capital/Financing Update

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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, 24/10/2005.

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).

$\mathbf{1}$ +Class of +securities issued or to be issued

Performance rights

1,100,000

  • $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
  • 3 Principal terms of the "securities" (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)

Performance rights issued in accordance with Computershare Limited's Deferred Long Term Incentive Plan approved by members at the Company's 9 November 2005 Annual General Meeting. The performance rights have a vesting date of 30 June 2011 subject to performance hurdles being satisfied.

+ See chapter 19 for defined terms.

4 Do the securities rank equally in all
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
۰
extent to which they
the
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
N/A
5 Issue price or consideration No monetary consideration
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Performance rights issued pursuant to the terms
and conditions of the Company's Deferred
Long Term Incentive Plan.
7 Dates of entering "securities into
uncertificated holdings or despatch
of certificates
13 November 2006
Number + Class
8 Number
of
all
and + class
599,464,559 $\vert$ Ordinary shares
*securities
quoted
ASX.
on
(including the securities in clause
2 if applicable)

+ See chapter 19 for defined terms.

Number + Class
9 all
Number
and class
- of
securities not quoted on ASX
(including the securities in clause
2 if applicable)
199,500 Unquoted employee
options
1,000,000 Other unquoted
options
3,600,000 Unquoted
performance rights

$1010$ Dividend policy (in the case of trustal period (in the case of
trust, distribution policy) on the
increased capital (interests)

a N/A
ıe

Part 2 - Bonus issue or pro rata issue

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

+ 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
*security holders'
approval,
the
date of the meeting
N/A
26. Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
N/A
27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
N/A
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
entitlements in full through a
broker?
N/A
31 How do *security holders sell part
of their entitlements through a
broker and accept for the balance?
N/A

+ See chapter 19 for defined terms.

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

33 +Despatch date

$\vert$ iv/A

$N/A$

Part 3 - Ouotation of securities

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

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

35

$(b)$

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 36 *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

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
  • 39 Class of *securities for which quotation is sought
  • Do the *securities rank equally in all 40 respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

  • $\bullet$ the date from which they do
  • 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
  • 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and +class of all +securities 42 quoted on ASX (including the securities in clause 38)

Number +Class

Ouotation 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 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.
  • 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.
  • 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:

(Director/Company secretary)

Dominic Horsley

Print name:

__ __ __ __ __

+ See chapter 19 for defined terms.