COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2003

Mar 13, 2003

Computershare

Corporate

Canada Channel slands

Ireland New Zealand Philippines South Africa United Kingdom LSA.

Fong Kong

Computershare Limited ABN7*005485825

Victoria 3067 Australia Talephone 61 9 9235 5500 Facsimile 61 3 9235 5601

www.computershare.com Australia

18 to 62 Trenarry Crescent Abootsford

14 March 2003

Company Announcements Office Australian Stock Exchange 20 Bridge Street Sydney NSW 2000

Dear Sir

ASX Listing Rule 4.2 - Half year report lodged with ASIC

In accordance with ASX Listing Rule 4.2, enclosed is a copy of the Company's statutory half year reports which have been lodged with the ASIC today.

Yours faithfully

Paul Tobin Chief Legal Officer and Company Secretary

ASIC registered agent number 1980B	7051	15 July 2001 - 141
	lodging party or agent name Computershare Limited
effice, level, building name or PO Box no.
	steet number& name 18-62 Trenerry Crescent statementory vic pastoodg.o.e.
selectione	suture city Abbotaford -9
facsimile		455 FIQ 4 T
DX number.	sucurb/city	ng∦ ⊡ ски Г 2320.
	Australian Securities & Investments Commission $_{\rm tor}$ 7051
	natification of
	(ASX Form 1003) Half Yearly Reports ٠ Corcorations Act 2001
	285(2), 286(1), 320 (to be lodged within 75 days of the end of the accounting parical)
Disclosing entity
Please complete A, B or C.
	A a company
	03500 Computershare Limited A.2.N. 005 465 625
	B a body (other than a company)
name
A.R.B.N. (? applicable)		PORTS
	G a registored scheme
name
AR5M
Financial period
	31 /12 /2002 irem 01 / 7 /2002 to
Certification
	I certify that the attached documents comprise the half yearly reports together with
	every other document that is required to be lodged with the reports by a disclosing entity. under the Corporations Act 2001.
Signature
	This form is to be signed by:
	if a company or a body in director or isecretary or the equivalent. if a registered scheme i a director or secretary of the responsible entity acting in that capacity
	mame of responsible entity Computershare Limited
	ACN 005 485 825
name of person signing (print) Chris Morris	apadyDirector
sign here	14/03/03 dete.
	Small Business (less than 20 corployees), please provide an estimate of the time taken to complete this form. Include
	The time actually spent reading the instructions, working on the question and obtaining the information
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES

ABN 71 005 485 825

FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2002

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES

FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2002

Contents	Page
Directors' Report	3
Condensed Statement of Consolidated Financial Performance	5.
Condensed Statement of Consolidated Financial Position	6
Condensed Statement of Consolidated Cash Flows	7
Notes to the Consolidated Financial Statements	8
Directors' Declaration	15
Independent Review Report	16
Company Directory	18

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS' REPORT

The Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the financial halfyear ended 31 December 2002.

DIRECTORS

The names of the directors of the Company in office during or since the end of the half-year are:

Philip D De Feo (appointed 4 June 2002) William E Ford (appointed 17 January 2003) Peter J Griffin Penelope J Maclagan Christopher J Morris Alexander S Murdoch Iain D Saville (appointed 1 May 2002) Anthony N Wales

Unless otherwise indicated, all directors held their position as a director throughout the entire half-year and up to the date of this report.

PRINCIPAL ACTIVITIES

The principal activities of the consolidated entity during the course of the financial half-year were the operation of computer technology services, operation of share registries, including the administration of employee share and option plans and the provision of software specialising in share registry, financial and stock markets. In addition, the Group also offers corporate trust services and acts as trustee for clients' debt offerings in certain markets and provides share ownership and other investor relations services through its Analytics businesses and print and mail distribution services through its Document Services businesses.

Computershare is a registered securities transfer agent. In addition, certain subsidiaries are Trust companies whose charters include the power to accept deposits, primarily acting as an escrow and paying agent on behalf of customers. In certain jurisdictions the Group is subject to regulation by certain federal and state agencies and undergoes periodic examinations by those regulatory agencies.

There were no significant changes in the nature of the activities of the consolidated entity during the half-year.

CONSOLIDATED PROFIT

The consolidated profit of the consolidated entity for the half-year was \$3.9 million after deducting income tax and outside equity interests.

DIVIDENDS

Dividends paid, declared or recommended by the Company since the end of the previous financial year were:

As proposed and provided for in the financial report as at 30 June 2002:

A final ordinary dividend of two and a half cents per share amounting to \$13,861,273 franked at 30%, in respect of the year ended 30 June 2002 was paid on 30 September 2002.

A reset preference share dividend of 5.5% per annum amounting to \$4,136,250 franked at 30%, in respect of the six months ended 30 November 2002, was paid on 2 December 2002.

Dividends paid, declared or recommended by the Company in respect of the current financial year:

An interim ordinary dividend of two and a half cents per share amounting to \$13,420,886 franked at 30%, paid on 28 March 2003, has been declared by directors in respect of the current financial year. This dividend was not declared until 6 March 2003 and accordingly no provision has been recognised at 31 December 2002.

A reset preference share dividend of 5.5% per annum of \$700,685 has been accrued in respect of the period 1 December 2002 to 31 December 2002.

The total preference share dividend referable to the half year ended 31 December 2002 is \$4,158,852.

REVIEW OF OPERATIONS

The Group has recorded an operating profit before tax of \$13.9 million for the half-year ended 31 December 2002 (2001: \$39.4 million). Half-year revenue is down 12% to \$348.7 million (2001: \$396.5 million). Before nonrecurring items the Group's earnings before interest, tax, depreciation and amortisation (EBITDA) decreased by 25% to \$54.9 million (2001: \$73.0 million). Net profit attributable to members is down 84% to \$3.9 million from \$24.5 million.

The results for the six months to December 2002 represent a solid result given the challenging market conditions. These factors impacted the business through significant reductions in corporate actions and margin income.

The restructuring of the company initiated towards the end of financial year 2002 began a period of consolidation. The new global management structure for the three geographical regions is delivering greater accountability at the regional level and an overall reduction in costs. Senior and middle management structures have undergone changes that have delivered an improvement in service standards and have demonstrated an ability to win new business in each of the regions against local and global competition.

The group was pleased to recently announce the appointment of US based, Mr William E. Ford III as a non-executive director.

SIGNIFICANT EVENTS AFTER BALANCE DATE

No matter or circumstance has arisen since the end of the half-year which is not otherwise dealt with in this report or in the consolidated financial statements, that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years, except that in December 2002 Computershare announced the acquisition of certain assets of EFA Software Services Ltd and EFA Cyprus Ltd. The purchase was completed in February 2003.

ROUNDING OF AMOUNTS

The parent entity is a company of the kind specified in Australian Securities and Investments Commission Class Order 98/0100. In accordance with that class order, amounts in the consolidated financial statements and the Directors' report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise.

Signed in accordance with a resolution of the directors.

A. S. Murdoch, Chairman

C. J. Morris, Managing Director

13 March 2003

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL PERFORMANCE FOR THE HALF-YEAR ENDED 31 DECEMBER 2002

	Note	31 December 2002 31 December 2001 \$000's	\$000's
Revenues:
Sales revenue	2	342,462	390,631
Other revenues from ordinary activities	$\overline{2}$	6,233	5,845
Total revenue		348,695	396,476
Expenses:
Direct services		268,496	292,514
Technology services		52,670	51,087
Corporate services		9,880	6,601
Borrowing costs		3,785	6,878
Total expenses		334,831	357,080
Profit from ordinary activities before income tax expense		13,864	39,396
Income tax expense relating to ordinary activities		(9,047)	(15,211)
Net Profit		4,817	24,185
Net Profit/(Loss) attributable to outside equity interests		915	(289)
Net Profit attributable to members of the parent entity		3,902	24,474
Net exchange difference on translation of financial report of self-sustaining foreign operations		676	(5,960)
Total revenues, expenses and valuation adjustments attributable to members of the parent entity and recognised directly in equity		676	(5,960)
Total changes in equity other than those resulting from transactions with owners as owners		4,578	18,514
Ordinary dividends provided for or paid Preference dividend accrued		0 4,159	2,766 813
Basic earnings per share (cents per share)		0.0	4.3
Normalised basic earnings per share (cents per share)		0.8	4.3
Diluted earnings per share (cents per share)		0,6	4.4
Normalised diluted earnings per share (cents per share)		1.4	4.4
Ordinary dividends per share (cents per share)		2.5	0.5

The accompanying notes form an integral part of these financial statements.

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION AS AT 31 DECEMBER 2002

	31 December 2002	30 June 2002
	\$000's	SOOO's
CURRENT ASSETS
Cash assets	86,807	74,327
Receivables	143,025	150,210
Other financial assets	39,889	41,526
Inventories	3,771	3,355
Tax assets	2,370	1,731
Other	9,279	11,092
TOTAL CURRENT ASSETS	285,141	282,241
NON-CURRENT ASSETS
Receivables	1,321	595
Other financial assets	18,112	7,543
Property, plant & equipment	146,672	146,958
Deferred tax assets	41,118	39,804
Intangibles - goodwill	464,589	479,461
Intangibles - other	2,917	3,114
TOTAL NON-CURRENT ASSETS	674,729	677,475
TOTAL ASSETS	959,870	959,716
CURRENT LIABILITIES
Payables	119,166	130,353
Interest bearing liabilities	5,348	5,975
Tax liabilities	3,704	7,382
Other provisions	20,091	32,182
Other	49	566
TOTAL CURRENT LIABILITIES	148,358	176,458
NON-CURRENT LIABILITIES
Interest bearing liabilities	155,418	102,824
Deferred tax liabilities	20,704	17,206
Other provisions	4,645	4,685
Other	2,964	2,795
TOTAL NON-CURRENT LIABILITIES	183,731	127,510
TOTAL LIABILITIES	332,089	303,968
NET ASSETS	627,781	655,748
EQUITY
Contributed equity - ordinary shares	331,936	361,693
Contributed equity - reset preference shares	147,195	147,205
Reserves	7,090	6,414
Retained profits	133,524	133,781
Parent equity interest	619,745	649,093
Outside equity interest	8,036	6,655
TOTAL EQUITY	627,781	655,748

The accompanying notes form an integral part of these financial statements.

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS FOR THE HALF-YEAR-ENDED 31 DECEMBER 2002

	31 December 2002 31 December 2001
	\$000's	\$000's
Cash flows from operating activities
Receipts from customers	352,940	408,612
Payments to suppliers and employees	(300, 362)	(322, 667)
Australian net GST paid	(3,953)	(3,242)
Dividends received from associates
Other dividends received	5	266
Interest and bill discounts received	1,391	1,951
Interest and other costs of finance paid	(3,774)	(6,695)
Income taxes paid	(13, 194)	(26, 582)
Net operating cash flows	33,053	51,643
Cash flows from investing activities
Payments for property, plant and equipment	(11, 494)	(28, 477)
Proceeds from sale of property, plant and equipment	49	91
Security deposit on premises		1,200
Investment in unrelated entity	(271)	(25)
Investment in joint venture	(10, 434)
Purchase of controlled entities, net of cash acquired (refer Note 4)		(12,605)
Purchase of businesses, net of cash acquired (refer Note 5)	(1, 942)
Proceeds from sale of equity investments	276
Loans granted to associated companies		(1,953)
Loans repayments received from other entities		25
Other		(13,050)
Net investing cash flows	(23, 816)	(54, 794)
Cash flows from financing activities
Proceeds from issue of ordinary shares	1,014	6,696
Proceeds from issue of preference shares		147,302
Proceeds from borrowings	179,757	19,000
Repayment of borrowings	(129,086)	(138,982)
Ordinary dividends paid	(17,993)	(2,738)
Other - settlement of deferred acquisition	(30, 772)
Net financing cash flows	2,920	31,278
Net increase / (decrease) in cash held	12,157	28,127
Cash at the beginning of the financial period	74,327	65,453
Exchange rate variations on foreign cash balances	323	(898)
Cash at the end of the financial period	86,807	92,682

The accompanying notes form an integral part of these financial statements.

1.1 BASIS OF PREPARATION

This general purpose financial report for the interim half-year reporting period ended 31 December 2002 has been prepared in accordance with Australian Accounting Standard AASB1029 - "Interim Financial Reporting", other mandatory professional reporting requirements (Urgent Issues Group Consensus Views), other authorative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2002 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and Australian Stock Exchange Listing Rules.

This financial report has been prepared in accordance with the historical cost convention and does not take account of changes in either the general purchasing power of the dollar or in the prices of specific assets.

Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period.

Unless otherwise stated, the accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

Change in accounting standards

The new Australian accounting standard AASB 1044 "Provisions, Contingent Liabilities and Contingent Assets" is applicable to the Group for the first time, effective 1 July 2002. This requires that provision is only made for the amount of any dividend declared, determined or publicly recommended by the directors on or before the end of the half year, but not distributed at balance date.

In previous periods provision was also made where the dividend was proposed, recommended or declared before the completion of the financial report.

Accordingly, no provision has been recognised for the interim dividend of \$13,420,886 at 31 December 2002. At 30 June 2002, the corresponding provision recognised was \$13,856,959. Had this standard been in effect at that period end, retained earnings would be increased and current liabilities - provisions decreased by the amount of the dividend provision recognised.

1.2 EXPENSES

Direct services expense includes all the direct client related activities of providing share registry and corporate trust services, integrated mailing services and other services, including related depreciation and amortisation charges.

Technology services expense relates to the activities of the in-house service provider, Computershare Technology Services, which is engaged in the development and maintenance of information technology solutions for securities markets, including related depreciation and amortisation charges. Products include registry systems such as COSMOS and SCRIP, Securities Trading Systems (ASTS), Order Routing Systems (ORMS) and other products. Further details can be found in the Report to Shareholders for 30 June 2002.

Corporate services include expenses relating to corporate accounting, taxation, legal, business development, human resources, CEO's office. Board and other items of a similar corporate nature, including related depreciation and amortisation charges.

Further details can be found in the Report to Shareholders for 30 June 2002.

		Consolidated
	31 December 2002 31 December 2001 S000's	\$000's
2. PROFIT FROM ORDINARY ACTIVITIES
Profit from ordinary activities is after crediting the following
revenues:
Sales revenues
Rendering of services	342,462	390,631
Other revenues
Net foreign exchange gains	238	405
Dividends received	5	267
Interest received	1,757	2,476
Rent received	2,036	1,998
Gross proceeds from sale of - Property, plant and equipment	49	-91
- Investments	276
Other revenue items in total	1,872	608
	6,233	5,845
Total revenues	348,695	396,476

3. INDIVIDUALLY SIGNIFICANT ITEMS

$\mathcal{L}$

Included in the condensed statement of consolidated financial performance are the following individually significant items

Income tax expense of \$4.7 million resulting from future income tax benefit arising from tax losses not brought to account in the current period.

Costs associated with redundancies and early lease terminations, including provision for surplus lease space, of \$4.6 million.

5. CHANGES IN COMPOSITION OF THE ENTITY - CONTROLLED ENTITIES ACQUIRED

Computershare Finance LLC was incorporated under the laws of Delaware, USA on 12 December 2002.

6. CHANGES IN COMPOSITION OF THE ENTITY - ACQUISITION OF BUSINESSES

The following controlled entity was acquired by the consolidated entity at the date stated and its operating results have been included in the Condensed Consolidated Statement of Financial Performance from the relevant date.

Date Acquired	Consideration paid
	31 December 2002
	\$000's
16 December 2002
	1.942
	1.942

6. CONTINGENT LIABILITIES

Contingent liabilities, existing at balance date, that have changed since 30 June 2002 are categorised as follows:

6.1 Guarantees and Indemnities

Guarantees and indemnities of \$257,000,000 (30 June 2002: \$260,500,000) have been given to the consolidated entity's Australian Bankers by Computershare Limited, Computershare Technology Services Pty Limited, CDS International Limited, Computershare Investor Services Limited, Computershare New Zealand Limited, Computershare Investor Services Ltd (incorp in NZ), Computershare Ltd (incorp in UK), Computershare Investor Services PLC, Computershare Inc, Computershare Investor Services LLC, Computershare Investor Services (Ireland) Ltd, Computershare Finance Company Pty Ltd, Computershare Technology Services (UK) Ltd, Computershare Financial Services Inc, ACN 081 035 752 Pty Ltd, Computershare Investor Services Inc, Computershare Canada Inc, Computershare Finance LLC and Computershare Investments (UK)(No. 2) Ltd as security for Computershare Finance Company Pty Ltd's facilities.

Reduction in Guarantees given by Computershare Limited as security for bonds in respect of leased premises from \$6,226,458 to \$5,494,100.

Increase in potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated subsidiaries from \$7,659,921 to \$8,165,993.

6.2 Legal matters

Due to the nature of operations, certain commercial claims in the normal course of business have been made against Computershare in various countries. The directors, based on legal advice, are contesting all of these matters. Any significant claim would be covered by insurance. It is considered unlikely that any material liability to the Group will eventuate.

7. SEGMENT INFORMATION

The consolidated entity operates predominantly in six business segments: Investor services, Plan services, Document services, Analytics services, Corporate and Technology services. The Investor services operations comprise provision of registry services. The Plan services operations comprise the provision and management of employee share plans. Document services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery. Intersegment charges are at normal commercial rates.

PRIMARY BASIS - Business Segments

December 2002

	Analytics	Corporate	Document	Investor	Plan	Technology	Unallocated	Consolidated
	Services	Services	Services	Services	Services	Services		Total
Major business segments	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's
Revenue
External revenue	7,259	3,737	19,040	268,108	40,648	8,223	1,680	348,695
Intersegment revenue	30	53,982	27,693	3,739	(717)	46,645	(131,372)	ä,
Total segment revenue	7,289	57,719	46,733	271,847	39,931	54,868	(129.692)	348,695
Segment Result
Profit/(loss) from ordinary activities before income tax	(1,157)	(6.058)	3.037	13,280	5,876	(3,671)	2,557	13,864
Income tax expense								(9,047)
Profit from ordinary activities after income tax								4,817
Depreciation	14	1,269	1,641	3,021	100	9,795	(3.010)	12,830
Amortisation goodwill	473		417	13,097	1,455	741		16,183
Other non-cash expenses	5	(1,323)	498	1,388	82	63		713
Liabilities
Total segment liabilities	2,399	162,456	29,588	113,192	990	8,963	14,501	332,089
Assets
Total segment assets	24.399	981.081	36,059	760,031	3,018	42,293	(887.011)	959.870
Carrying value of investments in associates included in segment assets		$\ddot{\phantom{a}}$	$\omega$	10,434	1,942		$\omega$	12,376
Segment assets acquired during the reporting period:
Investments				271				271
Property, plant & equipment	32	1,589	562	4,033	67	5,211	$\tilde{\phantom{a}}$	11,494
Total	32	1.589	562	4,304	67	5,211		11,765

7. SEGMENT INFORMATION CONTINUED....

PRIMARY BASIS - Business Segments December 2001

	Analytics Services	Corporate Services	Document Services	Investor Services	Plan Services	Technology Services		Unallocated Consolidated Total
Major business segments	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's
Revenue
External revenue	5,385	2,524	21,054	314,484	31,466	19,572	1,991	396,476
Intersegment revenue	16	53,911	20,917	2,428	0	39,125	(116,397)	$\blacksquare$
Total segment revenue	5,401	56,435	41,971	316,912	31,466	58,697	(114, 406)	396,476
Segment Result
Profit/(loss) from ordinary activities before income tax	(884)	(7,003)	3,483	31,686	7,433	2,163	2,518	39,396
Income tax expense								(15,211)
Profit from ordinary activities after income tax								24,185
Depreciation	76	799	1.561	5,262	107	5,891	(3,261)	10,435
Amortisation goodwill	486	$\blacksquare$	420	11,769	1,534	741	à.	14,950
Other non-cash expenses		589	à,	741			$\mathbf{1}$	1,331
Liabilities
Total segment liabilities	2,062	144,566	9,626	94,620	280	8,784	30,907	290,845
Assets
Total segment assets	23,562	631,436	41,943	762,504	62,168	39,817	(630, 104)	931,326
Segment assets acquired during the reporting period:
Property, plant & equipment	58	10,110	3,302	10,609	$\blacksquare$	4,398	$\tilde{\phantom{a}}$	28,477
Total	58	10,110	3,302	10,609	$\blacksquare$	4,398	$\blacksquare$	28,477

8. SIGNIFICANT EVENTS AFTER BALANCE DATE

No matter or circumstance has arisen since the end of the half-year which is not otherwise dealt with in this report or in the consolidated financial statements, that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years, except that in December 2002 Computershare announced the acquisition of certain assets of EFA Software Services Ltd and EFA Cyprus Ltd. The purchase was completed in February 2003 for CAD6,250,000.

9. EARNINGS PER SHARE

	Calculation of Basic EPS	Calculation of Diluted EPS	Calculation of Normalised Basic EPS	Calculation of Normalised Diluted EPS
	\$000's	\$000's	\$000's	\$000's
Half year end 31 December 2001
Earnings per share (cents per share)	4.3 cents	4.4 cents	4.3 cents	4.4 cents
Net profit	24,185	24,185	24,185	24,185
Outside equity interest (profit)/loss	289	289	289	289
Dividends on reset preference shares	(813)	$\overline{\phantom{a}}$	(813)
Net profit	23,661	24,474	23,661	24,474
Weighted average number of ordinary shares used as denominator in calculating basic earnings per share	549,819,774		549,819,774
Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share		557,893,711		557,893,711
Half year end 31 December 2002
Earnings per share (cents per share)	$0.0$ cents	$0.6$ cents	0.8 cents	1.4 cents
Net profit	4.817	4,817	4,817	4,817
Outside equity interest (profit)/loss	(915)	(915)	(915)	(915)
Exclusion of non recurring transactions - redundancies and early lease terminations			4,609	4,609
Dividends on reset preference shares	(4, 159)		(4, 159)
Net profit	(257)	3,902	4,352	8,511
Weighted average number of ordinary shares used as denominator in calculating basic earnings per share	546,601,148		546,601,148
Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share		624,185,057		624,185,057

DIRECTORS' DECLARATION

The directors of Computershare Limited declare that the financial statements and notes set out on pages 5 to 14:

• (a) comply with the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
• (b) give a true and fair view of the consolidated entity's financial position as at 31 December 2002 and of it's performance, as represented by the results of its operations and its cash flows, for the half-year ended on that date.

In the directors' opinion:

• (a) the financial statements and notes are in accordance with the Corporations Act 2001; and
• (b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable, and
• (c) the companies and the parent entity who are party to the deed of cross guarantee, will together be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee dated 20 July 1998.

This declaration has been made in accordance with a resolution of directors.

b die

A. S. Murdoch, Chairman

C. J. Morris, Director

13 March 2003

PRICEWATERHOUSE COPERS

PricewaterhouseCoopers ABN 52 780 433 757

333 Collins Street MELBOURNE VIC 3000 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Melbourne Australia www.pwcglobal.com/au-Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999

Independent review report to the members of Computershare Limited

Statement

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the financial report, set out on pages 5 to 15 is not presented in accordance with:

• the Corporations Act 2001 in Australia, including giving a true and fair view of the financial position of the Computershare Group (defined below) as at 31 December 2002 and of its performance for the half-year ended on that date
• Accounting Standard AASB 1029: Interim Financial Reporting and other mandatory professional reporting requirements in Australia, and the Corporations Regulations 2001.

This statement must be read in conjunction with the following explanation of the scope and summary of our role as auditor.

Scope and summary of our role

The financial report - responsibility and content

The preparation of the financial report for the half-year ended 31 December 2002 is the responsibility of the directors of Computershare Limited. It includes the financial statements for the Computershare Group (the Group), which incorporates Computershare Limited (the Company) and the entities it controlled during the half-year ended 31 December 2002.

The auditor's role and work

We conducted an independent review of the financial report in order for the Company to lodge the financial report with the Australian Securities & Investments Commission. Our role was to conduct the review in accordance with Australian Auditing Standards applicable to review engagements. Our review did not involve an analysis of the prudence of business decisions made by the directors or management.

This review was performed in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the financial report does not present fairly a view in accordance with the Corporations Act 2001, Accounting Standard AASB 1029: Interim Financial Reporting and other mandatory professional reporting requirements in Australia, and the Corporations Regulations 2001 which is consistent with our understanding of the Group's financial position, and its performance as represented by the results of its operations and cash flows.

The review procedures performed were limited primarily to:

• inquiries of company personnel of certain internal controls, transactions and individual items
• analytical procedures applied to financial data.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit, and accordingly, we do not express an audit opinion.

Independence

As auditor, we are required to be independent of the Group and free of interests which could be incompatible with integrity and objectivity. In respect of this engagement, we followed the independence requirements set out by The Institute of Chartered Accountants in Australia, the Corporations Act 2001 and the Auditing and Assurance Standards Board.

In addition to our statutory audit and review work, we were engaged to undertake other services for the Group. In our opinion the provision of these services has not impaired our independence.

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PricewaterhouseCoopers

Russell Sutton Partner

Melbourne 13 March 2003

COMPANY DIRECTORY

DIRECTORS

Alexander S Murdoch (Chairman) Christopher J Morris (Managing Director) Philip D De Feo William E Ford Peter J Griffin Penelope J Maclagan Iain D Saville Anthony N Wales

COMPANY SECRETARIES

Paul X Tobin Mark B Davis

REGISTERED OFFICE

18-62 Trenerry Crescent Abbotsford Victoria 3067 PO Box 103 Abbotsford Victoria Australia 3067 Telephone +61 3 9235 5500 Facsimile +61 3 9235 5601

STOCK EXCHANGE LISTINGS

Australian Stock Exchange New Zealand Stock Exchange American Depository Receipts $(^{\circ}ADRs$ ") Computershare has an unlisted ADR program in the US. Information About ADR's is available from the depository: Computershare Trust Company of New York Wall Street Plaza Level 19, 88 Pine Street New York, N.Y. USA 10005

BANKERS

National Australia Bank Limited 500 Bourke Street Melbourne Victoria 3000

Australia and New Zealand Banking Group Limited 530 Collins Street Melbourne Victoria 3000

The Royal Bank of Scotland plc 138-142 Holborn London UK EC1N 2TH

SOLICITORS

MINTER ELLISON Level 23, Rialto Towers 525 Collins Street Melbourne Vic 3000

AUDITORS

PRICEWATERHOUSECOOPERS 333 Collins Street Melbourne VIC 3000

SHARE REGISTRY

COMPUTERSHARE LIMITED 18-62 Trenerry Crescent Abbotsford Victoria 3067 PO Box 103 Abbotsford Víctoria Australia 3067 Telephone +61 3 9235 5500 Facsimile +61 3 9235 5600