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COMPUTERSHARE LIMITED. Interim / Quarterly Report 2004

Feb 25, 2004

64696_rns_2004-02-25_dac396dc-61fa-4ee7-8b2c-3655ce13e48f.pdf

Interim / Quarterly Report

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Interim Results 2004 Presentation

26 February 2004

Market Overview and Financial Results

Tom Honan Chief Financial Officer

Summary of Results

  • Net operating profit after tax (excluding outside equity interests) of \$42.4m, ➤ up 986%.
  • Half year total revenues (excluding proceeds on sale of UK premises) of $\blacktriangleright$ \$394.5m, up 13% or up 7% excluding recent acquisitions.
  • Half year operating costs excluding the effect of recent acquisitions and $\blacktriangleright$ excluding cost of sales was \$233.9, down 5%.
  • $\blacktriangleright$ EBITDA (excluding non recurring items) \$80.1m, up 47%
  • Basic Earnings per Share 7.05 cents per share ➤
  • $\blacktriangleright$ Interim Dividend payable of 3 cents (fully franked), 20% increase.

  • 1H'04 EBITDA up significantly from last year. ➤
  • $\triangleright$ Revenues reflect improved market conditions (especially Asia Pacific) and the contribution from acquisitions.
  • Operating costs reflect cost savings from restructuring and continued focus on ➤ cost control.
  • $\triangleright$ Capital expenditure of \$7.2m (down 37%.)
  • DSO 63 days, down 4 days from 30 June 2003.
  • $\triangleright$ Increased 'non registry' revenues due to acquisition of Georgeson Shareholder Communications Inc.

This presentation is structured around the following framework

CPU Revenues are driven by multiple factors

Revenue type

El Register Maint. & Recoveries El Corporate Actions Margin Income ■ Non Registry(incl GSC) D Other

Révenue D'ilve's 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
(includes)
Georgesons)
Growth in non-
registry businesses,
clients & proxy
solicitation
Increase proportion
on non-registry
businesses, win
market share &
new business

Computershere

Global Equities Market

$\triangleright$ Positive for first time in four years.

CPU impact mainly felt in Australia and Hong Kong.

Global Interest Rate Market

Group Financial Performance - AUD \$m's

Revenue 1H'04 1H'03 %Difference
Registry maintenance 165.7 168.0 (1%)
Corporate actions 34.4 21.8 58%
Margin income (including sharesave admin) 26.6 31.9 (17%)
Non Registry fees/sales 101.5 71.4 42%
Recoveries 50.0 49.3 1%
Interest income 1.7 1.8 (6%)
Other 14.6 4.5 224%
Total Revenue 394.5 348.7 13%
Operating costs 312.9 293.8 (7%)
Share of losses of associates 1.5 0.5 $(200\%)$
EBITDA 80.1 54.4 47%
Depreciation and amortisation 14.5 15.4 6%
Amortisation of goodwill 13.5 16.2 17%
Borrowing costs 3.8 3.8 $0\%$
Other 0.0 (2.0) NA
Non-recurring items (5.7) 7.1 NA
Pre tax Profit 54.0 13.9 289%
Income tax 11.2 9.0 24%
NPAT before OEI 42.8 4.8 792%
NPAT after OEI 42.4 3.9 986%

AO

Half Year Comparisons

* Non registry sales/fees includes income from Georgesons

** Excludes proceeds on the sale of Pavilions

Revenue Analysis

Cost Analysis

Z.

Computershare

EBITDA generated from diversified portfolio

* Excludes non recurring items

Progress on cost savings

Expected
Annualised
Savings
1H'04
Realised
Savings
2H'04
Expected
Savings
Savings
Excess/
(Shortfall)
Personnel 21.2 9.3 9.0 (2.9)
Property 0.3 0.1 0.4 0.2
Other 1.2 0.0 1.9 0.7
Total 22.7 9.4 11.3 (2.0)

Personnel Cost Control

Computershare

Analysis of NPAT

\$AUDm

COMPANY

Note: Normalised NPAT for 1H'03 = 13.2, 2H'03 = 32.7

Returns Improving, Cost of Capital Declining

  • Example 20.8% (1H'03: 65.2%)
  • $\triangleright$ Normalised headline effective tax rate 1H'04: 31.7% (1H'03: 30.3%)
  • $\triangleright$ The underlying effective tax rate being the tax rate adjusted for one off, nonrecurring items and non-deductible goodwill charges for the 1H'04 is 27.7% $(1H'03: 10.6\%)$

Headcount (excluding Georgeson)

Total FTE's

Geographic Breakdown

* Headcount excludes Technology, Corporate Services and Georgesons.

Technology Costs - Establishing Global Platform

  • $\triangleright$ All AUD \$m internal cash costs only
  • $\triangleright$ All technology costs are expensed

Major events:

$\triangleright$ Acquisition of EFA assets February 2003

Analysis of Technology Costs

Analysis of Technology Costs

$\mathcal{V}$

Balance Sheet Strength

  • $\triangleright$ Net Debt / Equity = 25.7%
  • $\triangleright$ Net Debt = AUD \$157.9m
  • Committed Debt facility = AUD \$360m $\blacktriangleright$
  • $\triangleright$ Net Debt / Equity has increased as a result of business acquisitions.

Cash Flow

Financial
Results

Capital Expenditure down 37% on 1H'03

CPU Group Capex
AUD \$m
Occupancy 0.4
Document Services Facilities 0.7
Information Technology 5.9
Other 0.2
TOTAL 7.2

Working Capital Management Improving

2

Interest Rate Sensitivity

Risk Management - Average Funds Balances for six months ending 31 December 2003

Canada 48%

Risk Management - Interest Rate Sensitivity

Interest Rate Hedging

Minimise downside risk in current Strategy: $\omega$ low interest rate environment

Policy: Minimum hedge of 25% / $\omega$ Maximum hedge of 75%

Minimum term 1 year / Maximum $\ddot{\phantom{a}}$ term 5 years

Computershere

Current hedging: 41% $\ddot{\phantom{a}}$

Results

Equity Management - Fully Franked Interim Dividend of 3cps

  • $\triangleright$ EPS Basic $7.05$ cents
  • $\triangleright$ EPS Normalised Basic 6.00 cents
  • $\triangleright$ Dividend 6 cents per year (fully franked)
  • 1.71% $\triangleright$ Current yield *
  • $\triangleright$ Franking Benefit Total return 2.4%
  • * Based on share price of AUD \$3.50

Results

Equity Management - Share Buy Back: Reset Preference Shares

  • $\triangleright$ Announced 19th December 2003.
  • $\triangleright$ Buy back a maximum of 17% (250,000 preference shares).
  • $\triangleright$ Commenced 5th January 2004
  • $\triangleright$ Acquired 145,528 preference shares (9.7% of total issued)
  • Average price AUD \$103.63

  • $\triangleright$ Scheduled to complete 5th July 2004

Financial Summary

  • $\triangleright$ Improved EBITDA reflecting:
  • $\triangleright$ Market conditions especially in Australia and Hong Kong.
  • $\triangleright$ Benefits of restructuring.
  • $\triangleright$ Contribution from acquisitions.
  • Corporate activity increased. ➤
  • Market activity level still low in North America and Europe. ➤
  • Cost savings realised. $\blacktriangleright$
  • Margin income still declining due to rate pressure. ➤
  • Capex down 37% on last year. ➤
  • Improved working capital. ➤
  • $\geq 20\%$ increase to dividend.

CEO's Report

For The Six Months to 31 December 2003

Chris Morris Chief Executive Officer

What has turned the business around?

  • $\triangleright$ Improved market conditions.
  • $\triangleright$ Significant improvement in financial reporting so we know where our costs are.
  • Ongoing focus on cost control. ➤
  • $\triangleright$ New Time Zone structure and focus on P&L at all levels.
  • Changes to management. ➤
  • Our core technology systems in all locations. ➤
  • The most significant factor is............ ➤

Global comparison of results from Aug to Nov 03 survey

Regional Reports - EMEA

  • $\triangleright$ General market conditions remain flat.
  • $\triangleright$ Significantly growing ancillary businesses in the UK including:
  • $\triangleright$ Small Shareholder Programs.
  • $\triangleright$ Tracing unclaimed beneficiaries.
  • $\triangleright$ Dealing Services.
  • $\triangleright$ Creating new business opportunities in the UK.
  • $\triangleright$ NHS Foundation Trust Hospitals (Government preferred supplier status).
  • $\triangleright$ South Africa significant turnaround from FY'03 loss of \$6 million to 1H'03 profit of \$1 million and expected to be even better in 2H'04.
  • $\triangleright$ Moving to increase market share in Russia.
  • $\triangleright$ Computershare Germany provides a solid base to expand our services into continental Europe.

$\triangleright$ Significant increase in general market activity.

thing of the company of the majority of monthly tingga sa tina ing
NUMBER OF IPO'S WON - BREAKDOWN BY SHARE REGISTRY 2003
teges tegeselle Martin Communist
Computershare 45 46.90%
Security Transfers 15 15.60%
APRL 12 12.50%
Registries Ltd 8 8.30%
Advanced Share Registry 8 8.30%
Pitcher Partners 8 8.30%
Other 0 0.00%
1773 - Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan BANDARY MARKET AND THE PARTY OF PERSON
TOTAL CAPITAL RAISED (\$) - BREAKDOWN BY SHARE REGISTRY 2003
ter te de mare
Computershare \$5,407,200,000 59.40%
APRL \$3,277,800,000 36.00%
Registries Ltd \$227,500,000 2.50%
Security Transfers \$69,700,000 0.80%
Pitcher Partners \$77,300.000 0.80%
Advanced Share Registry \$44,500,000 0.50%
Other \$0 0.00%
KSI en manara

Source: Australian Financial Review

  • $\triangleright$ Significant increase in general market activity.
  • $\triangleright$ Won the registry tender for IAG adding more than 1 million shareholders.
  • $\triangleright$ Plans business in Australia grew by 21%.
  • $\triangleright$ Hong Kong improved results and maintaining share of IPO's coming to the market.
  • India places us in strategically important growth area in Asia. ➤

  • $\triangleright$ Georgeson acquisition has added strength to CPU brand resulting in increased invitations to tender from S&P Top 100.
  • $\triangleright$ Winning business in the US (Florida Power, Reliant Resources, Viceroy Resources, Stanley Tool Works).
  • $\triangleright$ Plans voted No 1 in recent service quality survey.
  • $\triangleright$ Transcentive acquisition creating additional opportunities for cross-sell.
  • Canada providing improved results particularly in Corporate Trust. ➤

Acquisitions - Georgeson Shareholder Communications

  • $\triangleright$ Our most significant acquisition to date.
  • $\triangleright$ All Georgeson's businesses are undergoing careful analysis.
  • Great fit into Pepper and Analytics businesses. ➤
  • $\triangleright$ In other CPU markets, we can expose existing CPU clients to GS services.
  • $\triangleright$ There will be a natural flow into our existing dealing services.

Acquisitions - Georgeson Shareholder Communications cont.

  • $\triangleright$ Integration being carefully managed through a dedicated team of top CPU and Georgeson executives.
  • $\triangleright$ Already identified areas for significant cost savings.
  • $\triangleright$ Some outsourced operations will be brought back in-house with significant savings.
  • $\triangleright$ IT Infrastructure.
  • $\triangleright$ Administrative functions.
  • $\triangleright$ Office rationalisation.
  • $\triangleright$ Our back-end processing expertise will reduce the cost of major transactions.
  • $\triangleright$ Revenues have been around US\$120 million and expect these to grow in line with increases in market activity.
  • $\triangleright$ Margins will be around 20% excluding cost savings.

CEO's Report

  • $\triangleright$ Specialist providers of services for all types of equity plans.
  • $\triangleright$ Acquisition blends well into CPU's overall Plans business strategy and cements our position as the leading provider of Plans services globally and in the US in particular.
  • $\triangleright$ Services range from bureau to full outsource.
  • $\triangleright$ Strong market presence in the US 48% of Fortune 1000 companies.
  • $\triangleright$ CPU will be able to leverage off US base and take their services to another level both nationally and internationally.
  • $\triangleright$ Further opportunities to cross-sell clients.

Acquisitions - Transcentive cont.

  • $\triangleright$ Integration will be carefully managed and synergies between our two companies are expected to be extracted from:
  • $\triangleright$ Administration
  • $\triangleright$ Merging of outsourcing with CPU Plan Managers
  • $\triangleright$ Integration of Sales and Marketing functions
  • $\triangleright$ Technology expense (for both parties).
  • $\triangleright$ Creates immediate global opportunities
  • $\triangleright$ Hong Kong
  • $\triangleright$ India
  • $\triangleright$ Europe
  • $\triangleright$ South Africa.

  • $\triangleright$ Places Computershare in strategically important, future growth area in Asia.
  • $\triangleright$ Mutual Funds back office market (30% market share) opportunities to expand overseas.
  • $\triangleright$ Market leader in share registry with 40% market share 16 million shareholders.
  • $\triangleright$ Potential to leverage CPU's value-added services, to grow market share.
  • $\triangleright$ Ability to partner with Indian companies as they move into international markets (ADR's, overseas companies with employees in India).
  • $\triangleright$ Appointed our own Chief Financial Officer.

  • $\triangleright$ Have purchased remaining 51% and now trading as Computershare Germany.
  • $\triangleright$ Dramatically reduced cost base.
  • $\triangleright$ Moved operations to Pepper in Munich.
  • $\triangleright$ New registry system live in May 2004 removing $\epsilon$ 1 million in costs.

CEO's Report

  • $\triangleright$ Purchased remaining 63%.
  • $\triangleright$ Stakeholder Relationship Management systems that will bring added value to Computershare's global client base:
  • $\triangleright$ Shareholders SRM
  • $\triangleright$ Employees CRM
  • $\triangleright$ Clients CRM.
  • $\triangleright$ Innovative technology and unique approach to electronic stakeholder communications has already increased take-up rate for e-communications tenfold.
  • $\triangleright$ Data mining and other technology tools helping companies to see their stakeholders as an asset rather than a cost.
  • $\triangleright$ Taking Pepper to the World with over 7000 existing CPU clients great cross-sell opportunities.

  • $\triangleright$ Manage the integration of new acquisitions to capitalise on synergies and deliver full value.
  • $\triangleright$ Clearly define our product offerings.
  • Consolidate sales/marketing and business development teams in all regions. ➤
  • $\triangleright$ Focus effort in each region to achieve maximum cross-sell opportunities.
  • $\triangleright$ To bring Europe's contribution in line with other regions.

Assumptions

  • Current levels of M&A, IPO and other Corporate Action activities are sustained.

  • $\triangleright$ No change in interest rates.
  • $\triangleright$ Fluctuations in currency are within $+/- 10\%$ .

Revised EBITDA guidance for full year estimated to be in a range of

\$170m - \$190m

Revenue Breakdown by Country

Competitive Environment

Clients Competitors
Australia 1,173 APRL
New Zealand 263
Hong Kong 433
UK 685 Lloyds, Capita
Ireland 181
South Africa 748
USA 1,246 BoNY, DST, (Equiserve), Mellon
Canada 2,189 CIBC Mellon

Australia Half Year Comparison

*Excludes revenues from Georgesons.

New Zealand Half Year Comparison

FO

Hong Kong Half Year Comparison

STA

United Kingdom Half Year Comparison

AN

Ireland Half Year Comparison

South Africa Half Year Comparison

United States Half Year Comparison

*Excludes revenues from Georgesons.

■ 1H'03 2H'03 ■ 1H'04

Canada Half Year Comparison

OZ