COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2003

Mar 5, 2003

Interim Results 2003 Presentation

6 March 2003

Market Overview and Financial Results

Tom Honan Chief Financial Officer

Summary of results

• Normalised EPS 0.8 cents $\blacksquare$
• EBITDA in line with forecast at \$54.9 m
• Generated operating cash flows of \$33.1 m $\blacksquare$
• Capital Expenditure of \$11.5 m, 60% down on prior year $\blacksquare$
• Share Buy-Back 18.7 m shares acquired
• Interim ordinary share dividend 2.5 cents, fully franked
• Net Debt \$74 m, Funding Capacity of A\$250 m $\blacksquare$

Context of the Results

• 1H normalised EBITDA in line with forecast $\blacksquare$
• Revenues impacted by slow down in corporate actions activity and low interest rates
• Continued operating cost savings, but not as rapid as revenue $\blacksquare$ declines
• Technology spend declines $\blacksquare$
• Capital expenditure down 60% $\blacksquare$
• Changed composition of Board increased Non-Executive $\blacksquare$ Directors

This presentation is structured around the following framework

CPU Revenues are driven by multiple factors

Revenue type

■ Register Maint. & Recoveries ■ Corporate Actions

DI Non Registry

Margin Income

m Other

Revenue	Driver	Risk mitigation
Register Maint. & Recoveries	Growth in clients and holders	Retain existing clients, win market share
Corporate Actions	Market conditions, M&A activity	Win new business; link to key stakeholders, clients
Margin Income	Interest rates, hedging balances	Hedging, flow on effort from Maintenance & Corp Actions
Non-Registry	Growth in non- registry businesses	Increase proportion on non-registry business

Global Equities Market

Source: Thomson Financial

Market
Overview

Global Interest Rate Market

$\overline{\mathsf{R}}$

Group Financial Performance A\$m's

Revenue	1H'02	2H'02	1H'03
Registry maintenance	177.4	169.5	168.0
Corporate actions	34.8	22.8	21.8
Margin income (including sharesave admin)	41.9	30.6	28.1
Von Registry fees/sales	77.4	76.1	75.2
Recoveries	59.5	65.3	49.3
nterest income	2.5	1.7	1.8
Other	3.0	18.5	4.5
Total Revenue	396.5	384.5	348.7
Operating costs	323.5	309.9	293.8
EBITDA	73.0	74.6	54.9
Expenses
Depreciation and amortisation	11.7	13.6	15.4
Amortisation of goodwill	15.0	14.9	16.2
Borrowing costs	6.9	3.3	3.8
Other	0.0	(1.5)	(1.4)
Von-recurring items	0.0	0.0
Pre tax Profit	39.4	44.3	13.9
ncome tax	15.2	10.8	9.0
NPAT before OEI	24.2	33.6	4.8
NPAT after OEI	24.5	46.8	3.9
Vormalised NPAT after OEI	24.5	33.4	13.2

Half Year Comparison

Revenue Analysis

■ Asia Pacific ■ Europe ■ North America

12

Cost Analysis

EBITDA generated from diversified portfolio

Analysis of NPAT

Note: Actual NPAT + Non-Recurring + Tax losses written off = Normalised NPAT

Explanation

was \$13.2m

• Normalised NPAT for 1H'03

5

Effective Tax Rate

• Headline effective tax rate 1H03 65.2% (1H02 38.6%) m
• Normalised headline effective tax rate 1H03 30.3% (1H02 32.3%)
• Headline rate adversely affected by benefit of losses not brought to $\blacksquare$ account \$4.7 m (1H02 \$2.5 m)
• Underlying effective tax rate 1H03 10.6% (1H02 26.5%) $\blacksquare$
• Trend in regard to both normalised headline and underlying $\blacksquare$ effective tax rate is lower

Headcount

Total FTE's

$\overline{\mathcal{I}}$ 1

Headcount *

Geographic Breakdown

• Gross reduction of 296 FTE's
• Redundancy programs in Australia, UK and Canada
• Headcount increases in high growth businesses (i.e. Non Registry)

* Headcount excludes Technology and Corporate Services

Technology Costs - Establishing Global Platform

All A\$m – internal cash costs only All technology costs are expensed Major events:

• SCRIP implementation: US, Canada and Hong Kong
• Global Options system development (including BP)

Analysis of Technology Costs

Analysis of Technology Costs

Balance Sheet Strength

Net Debt / Equity	$=$	11.8%
Net Debt	$\equiv$	A\$ 74m
Committed Debt facility	$\equiv$	A\$ 250m

Net Debt / Equity has increased as a result of the share buy-back and increased dividends

Cash Flow

A\$m

• Gearing on a net debt to $\blacksquare$ equity basis $-11.8\%$
• Committed resources $\blacksquare$ A\$250m

$\blacksquare$

Debtors days outstanding have fallen from 70 to 69 days

Capital Expenditure down 60% from Dec '01

	CPU Group Capex A\$M
Occupancy	2.0
Document Services Facilities	0.1
Information Technology	8.8
Other	0.6
TOTAL	11.5

Working Capital Management Improving but not enough

Margin Income - Interest Rate Sensitivity

Margin Income Exposure

Risk Management - Funds Balances at 31 December 2002

CY02 average balance range A\$3.1b - A\$4.5b

Risk Management - Interest Rate Sensitivity

Interest Rate Hedging
Strategy:	Minimise downside risk in current low interest rate environment
Policy:	- Minimum hedge of 25% / Maximum hedge of 75%
	- Minimum term 1 year / Maximum term 5 years
	- Current hedging: 36%

Equity Management - Fully Franked Interim Dividend of 2.5 cps

• EPS Normalised 0.8 cents - Dividend
• Current yield * 2.9%
• Franking Benefit Total return

• * Based on share price of A\$ 1.70

• 5 cents per year

• $4.1%$

Equity Management - Share Buy Back

• Commenced 11^th September 2002 $\blacksquare$
• Acquired 18,710,000 shares $\blacksquare$
• Average price A\$2.05
• Scheduled to complete 11^th March 2002 $\blacksquare$

Financial Summary

• Result in context of poor market conditions m
• Further challenges ahead for full year $\blacksquare$
• Work on efficiency gains and new client wins will flow through 2H
• Capital management initiatives progressing
• Integration of financial systems and processes largely complete $\blacksquare$

Full year guidance

"Looking ahead in these uncertain times we are able to forecast and control our operating costs but it is difficult to be certain of revenues. At present the company expects to achieve EBITDA results for the full year (excluding non-recurring items) that are in line with market expectations (ranging from \$128 million to \$145 million)."

CEO's Report

Chris Morris Chief Executive Officer

• Financial Management Program
• Cost control
• Capital Management (Capex)
• Timely Reporting

• Technology $-$ the key to our future $\blacksquare$
• Workflow
• Data Storage Systems (DSS)
• COSMOS Options $\frac{1}{2}$
• Global Portal
• USA and Canada completed $\frac{1}{2}$

• Markets Technology
• Restructured division with separate P&L
• EFA
• Supplier of software to over 30 exchanges

• Service Quality
• Australia significant lift in service standards
• North America top in recent surveys
• Continued focus in all regions

• People $\blacksquare$
• Accountability
• Hiring Quality People
• Graduate Program www.

• Winning and Retaining Business $\blacksquare$
• BHP Billiton (Aus, SA, UK)
• Fosters
• David Jones

• Tabcorp

• $-$ Whitbread (UK)

• PNC (USA)
• Bank of China (HK) .....................................
• China Telecom (HK)
• Promina Group (Royal & Sun Alliance)
• At what margins?

• The current business environment is creating new opportunities $\blacksquare$
• Short-term issues are important but we will not mortgage our future $\blacksquare$ with a single focus on short-term gains.

Appendix A

Revenue Breakdown by Country

Competitive Environment

	Clients	Competitors
Australia	1,229	APRL
New Zealand	280
Hong Kong	419
UK	682	Lloyds, Capita
Ireland	162
South Africa	562
USA	384	BoNY, DST, Mellon
Canada	2,414	CIBC Mellon

Australia - Half Year Comparison

New Zealand - Half Year Comparison

Hong Kong - Half Year Comparison

United Kingdom - Half Year Comparison

Ireland - Half Year Comparison

South Africa - Half Year Comparison

United States - Half Year Comparison

Canada - Half Year Comparison