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COMPUTERSHARE LIMITED. Capital/Financing Update 2013

Jan 17, 2013

64696_rns_2013-01-17_fd347a90-d80e-4057-9c7f-0285997fa15f.pdf

Capital/Financing Update

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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

MARKET ANNOUNCEMENT

Date: 18thJanuary 2013
To: Australian Securities Exchange
Subject: Computershare Announces Introduction of Dividend Reinvestment Plan

Computershare Limited (CPU) is pleased to announce the introduction of a Dividend Reinvestment Plan (DRP) allowing eligible shareholders to reinvest their dividends into CPU shares.

Enclosed is a letter which will be sent to shareholders shortly advising of the introduction of the DRP. Also enclosed are the DRP plan rules and shareholder FAQs.

For further information contact:

Mr Darren Murphy Head of Treasury and Investor Relations Ph 03 9415 5102 [email protected]

About Computershare Limited (CPU)

Computershare (ASX:CPU) is a global market leader in transfer agency and share registration, employee equity plans, proxy solicitation and stakeholder communications. We also specialise in corporate trust, mortgage, bankruptcy, class action, utility and tax voucher administration, and a range of other diversified financial and governance services.

Founded in 1978, Computershare is renowned for its expertise in high integrity data management, high volume transaction processing and reconciliations, payments and stakeholder engagement. Many of the world’s leading organisations use us to help streamline and maximise the value of relationships with their investors, employees, creditors and customers.

Computershare is represented in all major financial markets and has over 12,000 employees worldwide.

For more information, visit www.computershare.com

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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

Dear Shareholder

Computershare Limited - Dividend Reinvestment Plan

Computershare is pleased to announce that it has decided as part of its capital management strategy to implement the Computershare Limited Dividend Reinvestment Plan ( DRP ) which will allow eligible shareholders to reinvest their dividends into Computershare shares.

Participation in the DRP is open to shareholders with a registered address in Australia or New Zealand. Eligible shareholders may elect to take all or part of future dividends in the form of cash or shares in accordance with the DRP plan rules. Shares will be provided under the DRP free of brokerage and other transaction costs.

Further information regarding the DRP, including a full copy of the DRP plan rules, is available at the company’s website - www.computershare.com.au/drp.

What you need to do to participate in the DRP

You can elect to participate in the DRP by logging on to Computershare’s Investor Centre at www.investorcentre.com. You will need to have your SRN or HIN (as applicable) and postcode.

Computershare will release an announcement to the ASX regarding the next dividend in due course.

If you do not wish to participate in the DRP, you do not need to do anything . You will continue to receive dividend payments from the company in accordance with current arrangements.

Yours Sincerely

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Chris Morris Chairman

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COMPUTERSHARE LIMITED Dividend Reinvestment Plan Rules

Computershare Limited (ABN 71 005 485 825)

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Computershare Limited Dividend Reinvestment Plan Rules

1. Participation in the DRP

  • 1.1. Participation in the DRP is subject to these Rules.

  • 1.2. Participation in the DRP is optional at the election of each Shareholder unless a Shareholder is otherwise excluded from participation under these Rules.

  • 1.3. Any Shareholder having a registered address or being resident in a country other than Australia and New Zealand may not be eligible to participate in the DRP because of the legal requirements applying in such country. The Board has the discretion to determine whether any such Shareholder is excluded from the DRP.

  • 1.4. The Board has the discretion to refuse to accept a Shareholder’s participation in the DRP and to suspend or withdraw a Shareholder’s participation in the DRP if the Board considers that the participation of that Shareholder might lead to foreign persons or associates of foreign persons acquiring a significant interest or an aggregate significant interest in Computershare for the purposes of any foreign investment legislation or that the Shareholder is a person whose participation, or to whom the making of an offer or invitation to participate, in the DRP would, in the opinion of the Board, be unlawful, impractical, impossible, would require the issue of a prospectus or other offer document or would have an adverse effect on the regulatory approvals or licences which Computershare holds or for which it intends to apply.

2. Application to participate

Application to participate in the DRP is to be made on a DRP Notice. Participation in the DRP will commence from the next Record Date for determining entitlements for dividends after receipt by the Share Registrar of a duly completed DRP Notice.

3. Level of participation

  • 3.1.

  • A Shareholder may elect to participate in the DRP either in full or partial.

  • 3.2. Under full participation, all Shares registered in the Participant’s name under the relevant SRN or HIN from time to time, including Shares issued pursuant to the DRP, will participate in the DRP.

  • 3.3. Under partial participation, only that number of Shares specified in the DRP Notice by the Shareholder will participate in the DRP. If at the relevant Record Date the number of Shares held by the Participant is less than the number of Shares specified as participating in the DRP, then the DRP in respect of that dividend payment will apply to the lesser number of Shares. Where a Shareholder is a partial Participant, all Shares subsequently acquired by the Shareholder, whether under the DRP or otherwise, will only participate in the DRP to the extent that the Shareholder alters their participation level in accordance with clause 8.

  • 3.4. If a DRP Notice does not indicate the level of participation in the DRP, it will be deemed to be an application for full participation.

  • 3.5. A DRP Notice must be lodged for each shareholding account (identified by the relevant SRN or HIN) which a Shareholder wishes to participate in the DRP, and each shareholding account of a Shareholder will be treated separately for all purposes under the DRP.

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4. Operation of the DRP

  • 4.1. Each dividend which is payable to a Participant in respect of Shares subject to the DRP and which is available for payment to the Participant will be applied by Computershare on the Participant’s behalf in acquiring or subscribing for additional Shares.

  • 4.2. For each dividend, the Board in their complete discretion will determine whether to issue new Shares or to cause the transfer of Shares to a Participant, or to apply a combination of both options, to satisfy the obligations of Computershare under these Rules. The Board may also in its discretion arrange for the DRP to be fully or partially underwritten in respect of any dividend.

  • 4.3. If the Board determines to cause the transfer of Shares to Participants, the Shares may be acquired in the market in such manner as the Board considers appropriate.

  • 4.4. Computershare will establish and maintain a DRP account for each Participant.

  • 4.5. Computershare will in respect of each dividend payable to a Participant:

  • (a) determine the amount of the dividend payable (less withholding tax if applicable) in respect of that Participant’s Shares subject to the DRP;

  • (b) credit the amount to the Participant’s DRP account;

  • (c) determine the maximum whole number of additional shares which may be acquired under the DRP at the Price using the amount (including any retained cash balance) in the Participant’s DRP account;

  • (d) on behalf and in the name of the Participant, allot or cause the transfer of the number of additional Shares calculated under clause 4.5(c) and debit the Participant’s DRP account with the total of the subscription price or the acquisition amount (as the case may be) for the additional Shares; and

  • (e) retain in the Participant’s DRP account, without interest, any cash balance remaining after the application of clause 4.5(d).

  • 4.6. The Shares will be transferred or allotted under the DRP at the Price less a discount (if any) determined by the Board from time to time. For the purpose of these rules, the Price means the arithmetic average of the daily volume weighted average market price (rounded to the nearest cent) of all Shares sold through a Normal Trade on the ASX automated trading system during the ten Trading Day period commencing on the second Trading Day following the relevant Record Date or such other period commencing before or after the Record Date as the Board may determine from time to time and announce to the ASX.

  • 4.7. Normal Trade means all trades excluding trades defined in the ASX Market Rules as “Special Crossings”, crossings prior to the commencement of normal trading or during the closing phase or after hours adjustment phase, trades pursuant to the exercise of options over Shares, overnight crossings and any other trade determined by the Board in its complete discretion to not be reflective of normal trading in Shares.

  • 4.8. The weighted average market price referred to above will be calculated by the Board or another suitable person nominated by the Board, by reference to information the Board approves for the purpose from time to time. The determination by the Board or some other person nominated by the Board of the price will be binding on all Participants.

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5. Issue or transfer of Shares under the DRP

  • 5.1. Shares issued under the DRP will be issued in accordance with the ASX Listing Rules and, from the date of issue, will rank equally in all respects with existing Shares.

  • 5.2. Shares issued or transferred under the DRP will be issued or transferred on, or as soon as practicable after, the relevant dividend payment date and will be registered on the register where the Participant’s holding of Shares is currently registered.

6. Costs to Participants

No brokerage, commission, or other transaction costs will be payable by Participants in respect of Shares transferred or issued under the DRP. However, Computershare does not assume liability for any taxes or other imposts assessed against or imposed on a Participant.

7. DRP statements

On, or as soon as practicable after, each dividend payment date, Computershare will send to each Participant a statement detailing:

  • (a) the number of the Participant’s Shares subject to the DRP as at the relevant Record Date;

  • (b) the amount of dividend payable to the Participant (less withholding tax if applicable) in respect of the Shares subject to the DRP;

  • (c) the amount in the Participant’s DRP account immediately prior to the payment of the relevant dividend;

  • (d) the number of Shares transferred or allotted to the Participant under the Rules of the DRP;

  • (e) the cash balance (if any) retained in the Participant’s DRP account after deduction of the amount payable for the issue or transfer of the additional Shares; and

  • (f) the Participant’s total holding of Shares after the issue or transfer of additional Shares.

8. Variation or termination of participation

  • 8.1. Subject to clause 12, a Participant may at any time give a DRP Notice to the Share Registrar:

  • (a) increasing or decreasing the number of Shares participating in the DRP; or

  • (b) terminating participation in the DRP.

  • 8.2. The alteration or termination takes effect from the next Record Date after the receipt by the Share Registrar of a properly completed DRP Notice.

  • 8.3. If a Participant increases the level of participation in the DRP to full participation, all of the Participant’s Shares as at the date of the DRP Notice and all Shares subsequently acquired by the Participant (including Shares acquired under the DRP) will participate in the DRP.

  • 8.4. If a Participant increases or decreases the level of participation in the DRP to below full participation, only that number of Shares specified in the DRP Notice will participate in the DRP and no Shares subsequently acquired by the Participant (including Shares acquired under the DRP) will participate in the DRP.

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  • 8.5. If a Participant dies, participation in the DRP will be terminated upon receipt by Computershare of written notice of the death. If a Participant is declared bankrupt or is wound up, participation in the DRP will be terminated upon receipt by Computershare of a notification of bankruptcy or winding up from the Participant or the Participant’s trustee in bankruptcy or liquidator, as the case may be. The death, bankruptcy or winding up of one or more joint holders will not automatically terminate participation.

  • 8.6. On termination of participation for whatever reason, Computershare will forward to the Participant or the Participant’s legal representative a statement of the Participant’s DRP account made out to the date of termination.

  • 8.7. On termination of participation for whatever reason, including deemed termination of participation under clause 9.3, a Participant will be taken to have directed Computershare to donate the cash balance (if any) in the Participant’s DRP account as at the date of termination on behalf of the Participant to a registered charity nominated by the Board from time to time.

  • 8.8. Participants will not be issued with a receipt in connection with such a donation.

9. Reduction or termination of participation where no notice is given

  • 9.1. Where all of a Participant’s Shares are subject to the DRP and the Participant disposes of part of those Shares then, unless the Participant advises Computershare otherwise, the remaining Shares held by the Participant will continue to participate in the DRP.

  • 9.2. Where some of a Participant’s Shares are subject to the DRP and the Participant disposes of part of that shareholding, then unless the Participant advises Computershare otherwise, the Shares disposed of will be deemed to be Shares not participating in the DRP. If the number of Shares disposed of is more than the number of the Participant’s Shares not participating in the DRP, the disposal will be deemed to include all the Participant’s shareholding not participating in the DRP, and the balance (if any) will be attributed to Shares participating in the DRP.

  • 9.3. Where a Participant disposes of all Shares without giving Computershare notice of termination of participation, the Participant will be deemed to have terminated participation in the DRP with respect to the shareholding on the last date Computershare registered a transfer or instrument of disposal of the Participant’s holding.

10. Variation, suspension, recommencement and termination of the DRP

  • 10.1. The DRP may be varied, suspended, recommenced or terminated by the Board at any time. The variation, suspension, recommencement or termination will take effect on the date specified by the Board. The Board may give written notice of any such variation, suspension, recommencement or termination as it considers appropriate. A variation, suspension, recommencement or termination of the DRP will not be invalidated by the accidental omission to give notice of the variation, suspension, recommencement or termination to a Shareholder and will not give rise to any liability on the part of, or right or action against, the Board or Computershare.

  • 10.2. A Participant continues to participate in the DRP following any variation, suspension or recommencement of the DRP unless Computershare is notified in writing to the contrary by the Participant.

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11. Stock Exchange Listing

Computershare will apply from time to time (as new Shares are issued under the DRP) for the new Shares issued under the DRP to be listed for quotation on ASX and on any other stock exchange or exchanges as may from time to time have accepted Shares for listing.

12. Applications and notices

  • 12.1. Applications and notices to Computershare must be in writing and in accordance with the forms prescribed by Computershare from time to time.

  • 12.2. The applications and notices will be effective upon receipt by Computershare’s Share Registrar subject to:

  • (a) these Rules;

  • (b) in the case of applications, acceptance by Computershare; and

  • (c) receipt by Computershare by 5.00 pm (Melbourne time) on the relevant Record Date for determining entitlements to dividends.

  • 12.3. Applications or notices received after 5.00pm (Melbourne time) on the relevant Record Date will not be effective in respect of that dividend payment but will be effective from the next relevant Record Date.

  • 12.4. Except to the extent that these Rules expressly provide otherwise, Computershare may provide notice under these Rules in any manner (including, but not limited to, by public announcement, advertisements in any newspapers circulating generally in Australia, notice on Computershare’s website, announcement to ASX or mailed written notices) which the Board considers appropriate to bring the matter or event for which notice is required under these Rules to the notice of the Participants or Shareholders, as the case may be, having regard to the nature of the event for which notice is being given.

13. General

  • 13.1. Any dividend payable on Shares which a Participant has nominated as participating in the DRP and which dividend Computershare is entitled to retain, in whole or part, as a result of a charge, lien or similar right in favour of Computershare in accordance with the Constitution of Computershare or otherwise, will not be available for the purpose of participating in the DRP.

  • 13.2. These Rules will be binding upon all Shareholders.

  • 13.3. The Board may implement and administer the DRP in the manner the Board thinks fit. Without prejudice to the general powers of the Board under these Rules, the Board may settle in the manner as the Board thinks fit any difficulty, anomaly or dispute which may arise in connection with, or by reason of, the operation of the DRP, whether generally or in relation to any Shareholder or Participant or shareholding account or any Share or Shares and the determination of the Board will be conclusive and binding on all Shareholders and other persons to whom the determination relates.

  • 13.4. The Board may delegate to any one or more persons, for such period and on such conditions as they may determine, the exercise of any of its powers or discretions arising under the DRP.

  • 13.5. Neither Computershare nor any officer of Computershare will be liable or responsible to any Participant for any loss or alleged loss or disadvantage suffered or incurred by a Participant as

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a result, directly or indirectly, of the establishment or operation of the DRP or participation in the DRP or in relation to any advice given with respect to participation in the DRP.

14. Definitions

In these Rules, unless the context otherwise requires:

ASX means ASX Limited (ACN 008 624 691) or the market operated by it as the context requires.

ASX Listing Rules means the Listing Rules of the ASX as varied from time to time.

Board means the board of directors of Computershare.

Computershare means Computershare Limited (ACN 005 485 825).

DRP means the Computershare Dividend Reinvestment Plan as varied from time to time.

DRP Notice means a notice in such form as Computershare may from time to time require.

HIN stands for Holder Identification Number and is used to identify a holding on the CHESS sub register.

Normal Trade has the meaning set out in clause 4.7.

Participant means a Shareholder whose application to participate in the DRP in respect of a particular shareholding has been accepted by Computershare.

Price means the price at which Shares will be issued or transferred under the DRP as calculated in accordance with clause 4.

Record Date is as defined in the ASX Listing Rules .

Rules means these DRP rules as varied from time to time.

Shares means fully paid ordinary shares in the capital of Computershare.

Shareholder means a registered holder of Shares .

Share Registrar means Computershare Investor Services Pty Limited, Computershare’s share registrar.

SRN stands for Security holder Reference Number and is used to identify a holding on the issued sponsored sub-register.

Trading Day means a full day (other than a day on which the ASX is closed or on which trading on the ASX is suspended) on which Shares are quoted, and not suspended from quotation or made subject to a trading halt on the ASX.

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DIVIDEND REINVESTMENT PLAN

Computershare Limited

Dividend Reinvestment Plan Frequently Asked Questions

What is a Dividend Reinvestment Plan?

A Dividend Reinvestment Plan or DRP, allows eligible Computershare shareholders to have all or part of their dividends paid in Computershare shares.

Who is eligible to participate in the DRP?

All Computershare shareholders who have a registered address in Australia or New Zealand are eligible to participate in the DRP for shares held on the relevant dividend record date.

Is participation optional?

Participation in the DRP is entirely optional. If you do not want to participate you do not need to do anything. You will continue to receive dividend payments from Computershare in accordance with current arrangements.

How do I participate?

If you are an eligible shareholder and you wish to participate in the DRP, you can elect to participate by logging onto Computershare’s Investor Centre at www.investorcentre.com. You will need to have your SRN or HIN (as applicable) and postcode.

Alternatively, if you wish to complete a DRP form please contact our share registry on 1300 307 613 (within Australia) or +61 3 9415 4222 (overseas).

Can I choose how many of my Computershare shares will participate in the DRP?

Yes. If you choose full participation, all of your Computershare shares held at the relevant record date will participate in the DRP. If you choose partial participation, only the specific number of shares you nominate will participate and you will receive a cash dividend for those shares not participating.

When will my DRP participation start?

Your DRP participation will start for the first dividend payment after your election to participate has been received as outlined above. Your election will remain in place for future dividend payments unless withdrawn by you. To participate for a particular dividend you must ensure that your election has been received by 5.00pm (Melbourne time) on the relevant record date for that dividend.

How do I change or withdraw my participation?

You can change or withdraw your participation by logging onto Computershare’s Investor Centre at www.investorcentre.com. You will need to have your SRN or HIN (as applicable) and postcode.

Alternatively, if you wish to complete a DRP withdrawal form please contact our share registry on 1300 307 613 (within Australia) or +61 3 9415 4222 (overseas).

Elections to change participation or withdraw from the DRP for a particular dividend must be received by 5.00pm (Melbourne time) on the relevant record date for that dividend.

How many shares will I receive under the DRP?

The number of DRP shares that you will receive for a particular dividend will be calculated by dividing the dividend entitlement for your Computershare shares that are participating in the DRP by the DRP share price, rounded down to the nearest whole share.

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DIVIDEND REINVESTMENT PLAN

How will the DRP share price be calculated?

The DRP share price for each dividend is calculated in accordance with the DRP plan rules as the arithmetic average of the daily volume weighted average market price of Computershare shares sold on the Australian Securities Exchange (ASX) trading platform in the ordinary course of trading over the 10 trading days commencing on the second trading day following the relevant dividend record date. The Computershare board can change the pricing period for any dividend by announcement to the ASX.

Will a discount apply?

The Board will determine for each dividend whether or not a discount will be applied to the DRP share price. The discount, if any, will be included in the announcement to the ASX at the time the relevant dividend is declared.

What happens to fractional entitlements?

The cash value of the fractional entitlement will be carried forward in your DRP account and added to your next dividend for the purposes of calculating your DRP shares. If you terminate participation in the DRP for any reason, any residual cash balance of fractional entitlements will be donated on your behalf to a charity nominated by Computershare.

When will I receive my DRP shares?

You will receive your DRP shares on the payment date for the relevant dividend. You will also be sent a holding statement shortly afterwards confirming the number of DRP shares received.

What is the cost to participate in the DRP?

Shares will be provided under the DRP free of brokerage and other transaction costs.

What happens if I have more than one shareholding that I want to participate in the DRP?

You will need to lodge a separate DRP election for each shareholding account (identified by the relevant SRN or HIN) that you wish to participate in the DRP.

Does participating in the DRP restrict me from selling my shares?

No. Participating in the DRP does not restrict your ability to sell your Computershare shares.

What happens if I sell some or all of my shares?

If you elect to partially participate in the DRP and you sell some of your shares, then unless you elect to change your participation, the shares sold will be deemed to be non-participating DRP shares. If the number sold is more than the number of your non-participating shares, the sale will be deemed to include all of your shares not participating in the DRP, and the balance (if any) will be attributed to your shares participating in the DRP.

If you sell all of your shares without giving a notice of termination of participation, you will be deemed to have terminated participation in the DRP effective from the last date Computershare registered a transfer or instrument of disposal of your holding.

Can the DRP be varied, suspended or terminated?

The Computershare Board may vary, suspend or terminate the DRP at any time.

What are the tax consequences of participating in the DRP?

Computershare recommends that you seek your own independent tax advice about the consequences of your participation in the DRP.

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