COMPUTERSHARE LIMITED. — Capital/Financing Update 2021

Mar 30, 2021

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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:	31 March 2021
To:	Australian Securities Exchange
Subject:	Letter to Ineligible Retail Shareholders

Enclosed is a letter to be despatched later today to Ineligible Retail Shareholders (as defined in the Retail Offer Booklet) of Computershare Limited with a registered address that is outside Australia and New Zealand, in respect of the Retail Entitlement Offer announced by Computershare Limited on 24[th] March 2021.

For further information contact:

Michael Brown Investor Relations Ph +61 (0) 400 24 8080 michael.brown@computershare.com.au

This announcement was authorised to be given to the ASX by the Company Secretary

This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any shares in the United States. The Retail Entitlements and the New Shares (each, as defined in the Retail Offer Booklet) have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “ Securities Act ”) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Retail Entitlements may not be issued to, or exercised or taken up by, and the New Shares may not be offered or sold to, directly or indirectly, persons in the United States or persons who are acting for the account or benefit of persons in the United States unless they are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction of the United States.

In particular, persons in the United States and persons acting for the account or benefit of persons in the United States will not be eligible to purchase or trade Retail Entitlements on the ASX or otherwise, or take up or exercise Retail Entitlements purchased on the ASX or otherwise, or transferred from another person.

For all enquiries: Phone: (within Australia) 1300 218 195 (outside Australia) +61 3 9415 4063

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Dear Shareholder,

31 March 2021

$835 MILLION PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER (WITH RETAIL ENTITLEMENTS TRADING) NOTIFICATION TO INELIGIBLE RETAIL SHAREHOLDERS

On Wednesday, 24 March 2021, Computershare Limited (" Computershare ") announced an underwritten pro-rata accelerated renounceable entitlement offer (with retail entitlements trading) to eligible shareholders to subscribe for 1 new fully paid ordinary share in Computershare (“ New Shares ”) for every 8.8 existing fully paid ordinary shares in Computershare (“ Shares ”) held at 7.00pm (Melbourne time) on Monday, 29 March 2021 (“ Entitlement ”), at an offer price of A$13.55 per New Share (“ Offer Price ”) to raise gross proceeds of approximately A$835 million (the “ Entitlement Offer ”).

The Entitlement Offer comprises an offer to eligible institutional shareholders (“ Institutional Entitlement Offer ”) and an offer to Eligible Retail Shareholders (as defined below) (“ Retail Entitlement Offer ”). The Institutional Entitlement Offer has already closed and the results have been announced to ASX. The Entitlement Offer is underwritten by Goldman Sachs Australia Pty Ltd and UBS AG, Australia Branch subject to the terms of an underwriting agreement.

The Entitlement Offer is being made by Computershare without a prospectus or other disclosure document in accordance with section 708AA of the Corporations Act 2001 (Cth) (the “ Act ”) as modified by ASIC Corporations (NonTraditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 .

You are receiving this letter as unfortunately, according to our records, you did not satisfy the eligibility criteria to participate in the Retail Entitlement Offer. Further information on the Entitlement Offer, including the eligibility criteria to participate and how your Entitlements will be dealt with, is set out below. You are not required to do anything in response to this letter. However, there may be financial implications for you as a result of the Entitlement Offer that you should be aware of, and you may still receive some benefit from the Offer, as described below.

RETAIL ENTITLEMENT OFFER

The Retail Entitlement Offer, which is expected to raise approximately A$335 million, is being made to Eligible Retail Shareholders (as defined below) on the basis of 1 New Share for every 8.8 Shares held at 7.00pm (Melbourne time) on Monday, 29 March 2021 (“ Record Date ”).

A booklet in relation to the Retail Entitlement Offer was lodged with the ASX on Wednesday, 31 March 2021 (“ Offer Booklet ”) and will be made available to Eligible Retail Shareholders (as defined below).

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Shareholders who are eligible to participate in the Retail Entitlement Offer (“ Eligible Retail Shareholders ”) are those who:

• (a) are registered as a holder of Shares on the Record Date;

• (b) as at the Record Date, have a registered address on the Computershare share register in Australia or New Zealand;

• (c) are not in the United States and are not acting for the account or benefit of a person in the United States; (d) are not eligible institutional shareholders and were not treated as an ineligible institutional shareholder under the Institutional Entitlement Offer; and

• (e) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without any requirement for a prospectus, product disclosure statement or offer document to be lodged or registered,

provided that, if a shareholder (including a nominee or custodian) is acting for the account or benefit of a person in the United States, it may not participate in the Retail Entitlement Offer on behalf of such a person.

ELIGIBILITY CRITERIA

Computershare has determined, pursuant to ASX Listing Rule 7.7.1(a) and section 9A(3)(a) of the Act, that it would be unreasonable to make offers under the Retail Entitlement Offer to shareholders who are not Eligible Retail Shareholders. This is due to legal and regulatory requirements in countries other than Australia and New Zealand and the potential cost to Computershare of complying with those requirements, compared with the relatively small number of shareholders in those countries, the relatively small number of existing Computershare ordinary shares they hold and the relatively low value of New Shares to which those shareholders would otherwise be entitled to subscribe for. Determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Computershare and the underwriters. Each of Computershare and the underwriters and each of their affiliates and related bodies corporate and each of their respective directors, officers, partners, employees, advisers, representatives and agents disclaim any liability (including for fault or negligence) in respect of any determination as to eligibility and the exercise or otherwise of that discretion, to the maximum extent permitted by law.

Unfortunately, according to our records, you did not satisfy the eligibility criteria for an Eligible Retail Shareholder stated above. Accordingly, in compliance with ASX Listing Rule 7.7.1(b) and section 9A(3) of the Act, Computershare wishes to advise you that it will not be extending the Entitlement Offer to you, and you will not be able to subscribe for New Shares under the Entitlement Offer. The documents relating to the Retail Entitlement Offer will not be made available to you.

Computershare may determine to extend the Retail Entitlement Offer to certain shareholders who did not participate in the Institutional Entitlement Offer or to certain other retail shareholders, subject to compliance with applicable laws.

TREATMENT OF INELIGIBLE RETAIL SHAREHOLDERS’ ENTITLEMENTS – RETAIL SHORTFALL BOOKBUILD

As the Entitlement Offer is renounceable, Computershare has arranged for the Entitlements of ineligible retail shareholders to be sold on their behalf by a nominee in a bookbuild process on Thursday, 22 April 2021 (the “Retail Shortfall Bookbuild "). Your Entitlements will be offered for sale on your behalf in the Retail Shortfall Bookbuild and you will receive the premium over the Offer Price per New Share that is achieved (if any) under the Retail Shortfall Bookbuild (net of any expenses and applicable withholding tax) in proportion to the number of New Shares represented by your Entitlements (“ Retail Premium ”) . The Retail Premium (if any) will be paid to you in the same way in which distributions on your Shares have previously been paid to you and in all other instances by a cheque in Australian dollars to your registered address.

The ability to obtain any Retail Premium in connection with the Retail Shortfall Bookbuild, is dependent on various factors, including market conditions and investor demand for New Shares. There is no guarantee that there will be any Retail Premium. To the maximum extent permitted by law, Computershare, the underwriters and their respective related bodies corporate and affiliates, and each of their respective directors, officers, partners, employees, representatives and agents, disclaim all liability, including for negligence, for any failure to procure a Retail Premium under the Retail Shortfall Bookbuild. Computershare reserves the right to allocate Entitlements under the Retail Shortfall Bookbuild at its discretion.

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RETAIL ENTITLEMENTS TRADING

The Entitlements of Eligible Retail Shareholders (“ Retail Entitlements ”) will also be tradeable on ASX. The assignment, transfer and exercise of Retail Entitlements trading on ASX will be restricted to persons meeting certain eligibility criteria. In particular, persons in the United States and persons acting for the account or benefit of persons in the United States (to the extent such persons hold Shares for the account or benefit of such person in the United States) will not be eligible to purchase or trade Retail Entitlements or to take up or exercise Retail Entitlements they acquire. If you purchase Retail Entitlements during the Entitlements trading period, but you do not meet the eligibility criteria, you will not be able to take up or exercise those Entitlements and, as a result, you may receive no value for them.

NO ACTION REQUIRED

This notice is to inform you about the Entitlement Offer. This letter is not an offer to issue New Shares to you, nor an invitation for you to apply for New Shares. You are not required to do anything in response to this letter.

If you have any questions in relation to any of the above matters, 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 (excluding public holidays) during the Retail Entitlement Offer period.

On behalf of the Computershare Board, we regret that you are not eligible to participate in the Retail Entitlement Offer and thank you for your continued support.

Yours faithfully

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Mr Dominic Horsley Company Secretary Computershare Limited

IMPORTANT INFORMATION

This letter is issued by Computershare Limited (ABN 71 005 485 825) and is to inform you about the Retail Entitlement Offer. This letter is not a prospectus or offering document under Australian law or under any other law. No action has been or will be taken to register, qualify or otherwise permit a public offering of the New Shares in any jurisdiction outside Australia and New Zealand. It is for information purposes only and does not constitute an offer, invitation, solicitation, advice or recommendation to subscribe for, retain or purchase any entitlements or shares in Computershare in any jurisdiction. This letter does not constitute, and should not be considered as, financial product advice and does not and will not form part of any contract for the acquisition of Computershare entitlements or shares.

This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any person in the United States. No action has been or will be taken to register, qualify or otherwise permit a public offering of the New Shares in any jurisdiction outside Australia. In particular, neither the Entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements may only be exercised or taken up by, and the New Shares to be offered and sold in the Retail Entitlement Offer may only be offered or sold to, persons that are not in the United States and that are not acting for the account or benefit of a person in the United States in “offshore transactions” (as defined in Rule 902(h) under the Securities Act) in reliance on Regulation S under the Securities Act. No documents relating to the Retail Entitlement Offer may be sent or distributed, in whole or in part, to persons in the United States or to persons that are acting for the account or benefit of any person in the United States.

Nothing contained in this document constitutes investment, legal, tax or other advice. The information in this document is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. Please read the Retail Offer Booklet, and if you are unsure of your position, please contact your accountant, tax advisor, stockbroker or other professional advisor.

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