COMPUTERSHARE LIMITED. — Capital/Financing Update 2021

Apr 22, 2021

==> picture [119 x 24] intentionally omitted <==

Computershare Limited

MARKET ANNOUNCEMENT

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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Date:	23 April 2021
To:	Australian Securities Exchange
Subject:	Completion of Retail Shortfall Bookbuild

Computershare Limited (ASX: CPU) is pleased to announce the successful completion of the retail shortfall bookbuild component (“Retail Shortfall Bookbuild”) of its underwritten 1 for 8.8 pro-rata accelerated renounceable entitlement offer (with retail entitlements trading) (“Entitlement Offer”) that was announced on Wednesday, 24 March 2021. This represents the final stage of Computershare’s Entitlement Offer.

The retail component of the Entitlement Offer (“Retail Entitlement Offer”) has raised gross proceeds of approximately A$335 million from the issue of approximately 24.7 million new Computershare shares (“New Shares”) at an offer price (“Offer Price”) of A$13.55 per New Share. Together with the institutional component of the Entitlement Offer, which closed on Friday, 26 March 2021, Computershare has now raised approximately A$835 million.

As announced on Wednesday, 24 March 2021, the proceeds from the capital raising will be used to partially fund the acquisition of the assets of Wells Fargo Corporate Trust Services (“CTS”) for US$750 million.

Results of the Retail Entitlement Offer

Approximately 10.9 million retail entitlements (“Retail Entitlements”) were offered for sale under the Retail Shortfall Bookbuild, commencing after market close on Thursday, 22 April 2021. The bookbuild cleared at a price of A$14.55 per New Share, which represents a premium of approximately 7.4% to the Offer Price of A$13.55 per New Share, and a discount of approximately 2.0% to the theoretical ex-rights price (TERP)[1] of A$14.84.

The bookbuild was covered 3.7x at the floor price of $13.55 with the company receiving 44 bids for a total demand of $549 million at that price. The clearing price of $14.55 was covered 1.2x with the company receiving 15 bids at that price for a total demand of $189 million. Of the successful bids, 6 of the 15 investors received their allocation in full. The highest bid was $14.85 with 0.02% coverage.

Eligible retail shareholders who elected not to take up their Retail Entitlements and certain ineligible retail shareholders (comprising approximately 21,200 non-participating shareholders) will receive A$1.00 net of any applicable expenses (“Retail Premium”) for each Retail Entitlement sold through the Retail Shortfall Bookbuild. This Retail Premium is expected to be paid to those retail shareholders on Friday, 30 April 2021.

Computershare’s CEO, Stuart Irving, said: “We are pleased to have successfully concluded the Retail Entitlement Offer and thank all of our shareholders who participated in it. It is also important to us that shareholders who did not participate in the offer were able to realise value for

1 TERP is the theoretical ex-rights price at which New Shares should trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which New Shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equal TERP.

their retail entitlements. We now look forward to receipt of regulatory approvals for the acquisition of CTS and continue to expect closing to occur in the second quarter of FY22.”

Issue of New Shares

New Shares to be issued under the Retail Entitlement Offer will rank equally with existing CPU shares from the date of issue.

The settlement date for New Shares to be issued under the Retail Entitlement Offer (including the Retail Shortfall Bookbuild) is expected to be Tuesday, 27 April 2021.

Allotment of these New Shares is expected to occur on Wednesday, 28 April 2021, and trading on the ASX of these New Shares is expected to commence from market open on Thursday, 29 April 2021. Holding confirmation statements and Retail Premium payment confirmation statements are scheduled to be despatched on Friday, 30 April 2021.

Key dates

Event

Date

Settlement of New Shares issued under the Retail Entitlement Offer	Tuesday, 27 April, 2021
Allotment of New Shares under the Retail Entitlement Offer	Wednesday, 28 April, 2021
Normal trading of New Shares issued under the Retail Entitlement Offer	Thursday, 29 April, 2021
Holding statements in respect of New Shares issued under the Retail Entitlement Offer and Retail Premium(if any)despatched	Friday, 30 April, 2021

All dates and times above are indicative only and may be subject to change without notice. Computershare reserves the right to amend any or all of these dates and times subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws.

Additional information

If you have any questions in respect of the Retail Entitlement Offer, please contact the Computershare Offer Information Line on 1300 218 195 (within Australia) or +61 3 9415 4063 (outside Australia) at any time from 8:30am to 5:00pm (Melbourne time) Monday to Friday.

This announcement was authorised to be given to the ASX by a committee of the Computershare Board.

For further information, contact:

Michael Brown Investor Relations Ph +61 (0) 400 248 080 michael.brown@computershare.com.au

Important Notice

Future performance and forward-looking statements

This announcement contains certain “forward-looking statements”. The words “expect”, “anticipate”, “estimate”, “intend”, believe”, “guidance”, “should”, “could”, “may”, “will”, “predict”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position, including Computershare's FY21 guidance, the outcome of the acquisition of CTS and performance and any synergies of the combined businesses following the acquisition and the outcome of the Entitlement Offer are also forward-looking statements. Forward-looking

statements, opinions and estimates provided in this announcement are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks and certainties and other factors which are beyond the control of Computershare, its directors and management including any further impacts of COVID-19 on Computershare’s continued trading and operations. This includes statements about market and industry trends, which are based on interpretations of current market conditions.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic.

Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumption on which these statements are based. These statements may assume the success of Computershare’s business strategies. The success of any of those strategies will be realised in the period for which the forward-looking statement may have been prepared or otherwise. Except as required by law or regulation, none of Computershare, its representatives or advisers assumes any obligation to update these forward-looking statements. No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this announcement. The forward-looking statements are based on information available to Computershare as at the date of this announcement. Except as required by law or regulation (including the ASX Listing Rules), none of Computershare, its representatives or advisers undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements.

Not for distribution or release in the United States

This announcement is not financial product advice and has not taken into account your objectives, financial situation or needs. This announcement has been prepared for release in Australia. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person who is acting for the account or benefit of any person in the United States, or in any other jurisdiction in which such an offer would be illegal. Neither the Retail Entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933 (“U.S. Securities Act”), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Retail Entitlements may not be taken up or exercised by, and the New Shares may not be offered or sold to, directly or indirectly, persons in the United States or persons that are acting for the account or benefit of persons in the United States, unless they have been registered under the U.S. Securities Act (which Computershare has no obligation or intention to do or procure) or are offered or sold in a transaction except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.

About Computershare

Computershare (ASX: CPU) is a global market leader in transfer agency and share registration, employee equity plans, proxy solicitation and stakeholder communications. Computershare also specialises 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 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