COMPUTERSHARE LIMITED. — Capital/Financing Update 2021

Mar 23, 2021

Proposed issue of securities

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Announcement Summary

Entity name

COMPUTERSHARE LIMITED.

Announcement Type

New announcement

Date of this announcement

Wednesday March 24, 2021

The Proposed issue is:

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An accelerated offer

Total number of +securities proposed to be issued for an accelerated offer

ASX +security code +Security description

CPU ORDINARY FULLY PAID

Maximum Number of +securities to be issued 61,602,674

Trading resumes on an ex-rights basis

Monday March 29, 2021

+Record date

Monday March 29, 2021

Offer closing date for retail +security holders

Monday April 19, 2021

Issue date for retail +security holders

Wednesday April 28, 2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

COMPUTERSHARE LIMITED.

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ACN 005485825

1.3 ASX issuer code

CPU

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday March 24, 2021

1.6 The Proposed issue is:

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An accelerated offer

1.6b The proposed accelerated offer is

Accelerated renounceable entitlement offer with retail rights trading (commonly known as a PAITREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

CPU : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No

Details of +securities proposed to be issued

ASX +security code and description

CPU : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

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The quantity of additional +securities For a given quantity of +securities to be issued held 10 88

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 61,602,674 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 13.55000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 13.55000 AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3D - Timetable

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3D.1a First day of trading halt

Wednesday March 24, 2021

3D.1b Announcement date of accelerated offer

Wednesday March 24, 2021

3D.3 Trading resumes on an ex-rights basis

Monday March 29, 2021

3D.4 Rights trading commences

Monday March 29, 2021

3D.5 Date offer will be made to eligible institutional +security holders

Wednesday March 24, 2021

3D.6 Application closing date for institutional +security holders

Thursday March 25, 2021

3D.7 Institutional offer shortfall book build date

Friday March 26, 2021

3D.8 Announcement of results of institutional offer

(The announcement should be made before the resumption of trading following the trading halt)

Monday March 29, 2021

3D.9 +Record date

Monday March 29, 2021

3D.10a Settlement date of new +securities issued under institutional entitlement offer

Tuesday April 6, 2021

3D.10b +Issue date for institutional +security holders

Wednesday April 7, 2021

3D.10c Normal trading of new +securities issued under institutional entitlement offer

Wednesday April 7, 2021

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

Wednesday March 31, 2021

3D.12 Offer closing date for retail +security holders

Monday April 19, 2021

3D.13 Last day to extend retail offer close date

Wednesday April 14, 2021

3D.14 Rights trading end date

Monday April 12, 2021

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3D.15 Trading in new +securities commences on a deferred settlement basis

Tuesday April 13, 2021

3D.16 Entity announces results of retail offer, including the number and percentage of +securities taken up by existing retail +security holders. Thursday April 22, 2021

3D.17 Bookbuild for any shortfall (if applicable)

Thursday April 22, 2021

3D.18 Entity announces results of bookbuild (including any information about the bookbuild expected to be disclosed under section 4.12 of Guidance Note 30)

Friday April 23, 2021

3D.19 +Issue date for retail +security holders

Wednesday April 28, 2021

3D.20 Date trading starts on a normal T+2 basis

Thursday April 29, 2021

3D.21 First settlement of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Monday May 3, 2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Goldman Sachs Australia Pty Ltd and UBS AG, Australia Branch are acting as Joint Lead Managers to, and underwriters of the entitlement offer ("Joint Lead Managers")

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Computershare has agreed to pay Goldman Sachs Australia Pty Ltd a management and arranging fee equivalent to 0.60% of the proceeds of the entitlement offer

3E.2 Is the proposed offer to be underwritten?

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Yes

3E.2a Who are the underwriter(s)?

As above, the Joint Lead Managers are acting as joint lead managers to, and underwriters of, the entitlement offer.

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

The entitlement offer is underwritten by the Joint Lead Managers.

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Computershare has agreed to pay each Joint Lead Manager in its respective proportion of 50% an underwriting fee equivalent to 1.25% of the proceeds of the entitlement offer.

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3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Refer to Appendix B of the investor presentation announced to ASX on Wednesday, 24 March 2021.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Fees and costs incurred by Computershare in connection with the entitlement offer include settlement fees and legal and other external adviser fees and printing and mailing costs.

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue To pay for the acquisition of an asset 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue For retail holders - all countries except Australian and New Zealand For institutional holders - refer to 3F.7 below. 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes 3F.5a Please provide further details of the offer to eligible beneficiaries Computershare intends to issue a notice to eligible nominees and custodians which will be emailed to those parties on or around Wednesday, 31 March 2021.

3F.6 URL on the entity's website where investors can download information about the proposed issue

www.cpuoffer.com

3F.7 Any other information the entity wishes to provide about the proposed issue

Continued response to 3F.4

For institutional holders - all countries except Australia, New Zealand, Canada (British Columbia, Ontario and Quebec provinces), Denmark, Germany, Italy, Ireland, Sweden, France, Netherlands, Luxembourg, Hong Kong, Japan, Norway, Singapore, Switzerland, UK, UAE and US (certain approved US investors only).

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3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

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