COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2017

Feb 14, 2017

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COMPUTERSHARE
LIMITED
Execution on track for sustained
earnings growth
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2017 Half Year Results Presentation

Stuart Irving Chief Executive Officer and President

Mark Davis

Chief Financial Officer

15 February 2017

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Robust underlying business performance continues Management EBITDA excluding the impact of margin income and exchange rate movements increased by 10.6% in 1H17 versus pcp

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400
379.3
350 364.4
327.2
300
250
259.7
200
180.7
150 163.3163.3
100
50
0
FY13 FY14 FY15 FY16 1H17
USD millions
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Management EBITDA excluding margin income for each period is translated at FY16 average exchange rates. 1H17 results translated to USD at 1H16 average exchange rates

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All figures throughout this presentation are in USD million unless otherwise stated

2

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Executive summary 1H17: Solid results

Total management revenue

Management EBITDA

Constant Currency[1] Actual $1,041.2m $1,003.2m

Constant Currency Actual $250.5m $241.3m

10.9% 6.9%

3.4%

0.4%

Management EPS Statutory EPS Dividend per share Constant Currency Actual Actual Interim 27.12 cents 25.74 cents 27.48 cents AU17.00 cents 4.4% 0.9% 80.6% 6.3%

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1 Constant currency equals 1H17 results translated to USD at 1H16 average exchange rates

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Execution on track for sustained earnings growth

• › Delivering on growth, profitability and capital management strategies

• Encouraging growth in mortgage services, UKAR integration progressing well and US building towards scale

• Register maintenance EBITDA improved on slightly lower revenues. Margins up through cost management

• Weak corporate actions, revenue down 16%[1]

• Plans EBITDA up 18%[1] aided by stronger transaction volumes

• Phase 1 and 2 cost out programs underway, $85-$100m total cost out target affirmed

• Client balances $16.6bn, margin income $69.9m versus $79.0m pcp[1] , 0.80% effective yield

• Improved free cash flow and net debt to EBITDA ratio[2] 1.91x, down 0.21x (versus June 16) increasing balance sheet capacity to drive growth / shareholder returns

• Recycling capital to drive growth, scale and improved returns - sale of corporate headquarters and INVeSHARE completed, MSR purchases continue

• Disciplined acquisition strategy focused on near verticals and core competencies

• Transformation to a more transparent, disciplined and profitable CPU continues

• › Outlook - modest management EPS upgrade

• At the November 16 AGM, we expected management EPS to be slightly up on FY16 in constant currency

• With increased confidence, we now expect management EPS for FY17 to be between 56 - 58 cents in constant currency (FY16 55.09 cents)

• This outlook assumes that equity markets remain at current levels, interest rate markets perform in line with current market expectations and that FY17 corporate actions revenue is similar to FY16[3]

1 Figures are quoted in constant currency (CC). CC equals 1H17 results translated to USD at 1H16 average exchange rates

2 Excluding non-recourse SLS advance debt

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4 3 Our constant currency guidance assumes that FY16 average exchange rates are used to translate FY17 earnings to USD (refer slide 51 for details). This is also subject to the important notice on slide 52 regarding forward-looking statements.

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Results summary Management EPS up 4.4% in CC, revenue and EBITDA margin impacted by UKAR as anticipated

Total Management Revenue Operating Costs Management EBITDA EBITDA Margin % Depreciation Amortisation Management EBIT Interest Expense Management Profit Before Tax Income Tax Expense Management NPAT Management EPS(US cents) Statutory EPS (US cents)	Comparison in constant currency	Comparison in constant currency	Comparison in constant currency
	1H17@ CC 1	1H16 Actual	CC Variance		1H17 Actual
	$1,041.2 $938.7 +10.9% $1,003.2 $791.1 $695.7 +13.7% $762.3
	$250.5	$242.3	+3.4%		$241.3
	24.1% 25.8% -170bps 24.1%
	$17.8 $19.6 -9.2% $17.4
	$9.9 $4.4 +125% $9.9
	$222.8 $218.3 +2.1% $214.0
	$26.6 $26.1 +1.9% $26.4 $196.2 $192.2 +2.1% $187.6
	$45.2	$46.4	-2.6%		$44.2
	$148.2	$143.8	+3.1%		$140.6
	27.12	25.98	+4.4%		25.74
	1H17 Actual 1H16 Actual Variance 27.48 15.22 +80.6%

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1 Constant currency (CC) equals 1H17 results translated to USD at 1H16 average exchange rates

5

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1H17 management NPAT analysis

Strong management EBITDA growth (ex MI), adverse external factors

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Controllable External
165
17.4
160
0.5
3.8
155 0.8
150
1.2
148.2
145 9.2
143.8
140
7.5 140.6
135
130
1H16 Mgt EBITDA Interest Dep'n & NCI MI Tax 1H17 NPAT FX 1H17 NPAT
NPAT (ex MI) Amort @ CC
6 Constant currency (CC) equals 1H17 results translated to USD at 1H16 average exchange rates
USD million
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Management revenue breakdown Mortgage services driving higher total revenue

		Comparison in constant currency	Comparison in constant currency	Comparison in constant currency
Business stream		1H17@ CC	1H16 Actual	CC Variance		1H17 Actual
Business Services		$403.1 $287.9 +40.0% $375.7
Register Maintenance		$332.8 $342.0 -2.7% $329.7 $64.6 $76.9 -16.0% $64.5 $114.4 $104.8 +9.1% $106.3 $87.0 $80.7 +7.8% $88.8 $21.7 $31.2 -30.3% $21.4 $17.6 $15.2 +16.0% $16.8
Corporate Actions
Employee Share Plans
Communication Services
Stakeholder Relationship Mgt
Technology & Other Revenue
Total Management Revenue		$1,041.2	$938.7	+10.9%		$1,003.2

• › In Business Services, mortgage services contributed $263.7m. UK mortgage services contributed $140.0m (driven by UKAR appointment) and US mortgage services $123.7m

• › Excluding UK mortgage services, total management revenue increased by 0.4%

• › Margin income fell to $69.9m, down $9.2m

• › Register maintenance revenues slightly lower with new product revenues mitigating shareholder attrition

• › Weak corporate actions activity levels

• › Employee share plans benefited from higher transactional volumes on improved equity markets and GBP currency volatility

• › Stakeholder relationship management revenue was driven by large recoverable income in 1H16

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Management revenue bridge Stable revenue performance with strategic growth in mortgage services

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-
Growth in UK mortgage
services +$98.9m
-
Growth in US mortgage
services +$16.5m
- Other Business Services
1,080 +$3.1m
1,060
8.0
2.4
1,040 13.5 6.3 9.2
9.5 15.3 1,041.2
1,020 38.0
1,000 118.5
1,003.2
980
960
940
938.7
920
900
880
860
8
USD million
FX
Actions
Revenue Register Maintenance Corporate Employee Share Plans Services Tech & Other Revenue Revenue
Stakeholder
1H16 Total Mgt Business Services Relationship Mgt Communication Margin Income 1H17 Total Mgt Revenue @ CC 1H17 Total Mgt
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Client balances and margin income Ongoing growth in balances

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18.0
16.0 105.8 16.6 Effective hedging - natural 7%
16.3
($1.2bn)
15.1 15.2 15.0
14.0
14.4
14.0
Effective hedging - derivative
12.0 / fixed rate 29% ($4.8bn)
89.4
86.8
86.4
10.0
79.0
74.3
Exposure to interest rates 26%
8.0 ($4.3bn)
66.6
6.0
4.0
Fixed spread/no exposure 38%
($6.3bn)
2.0
0.0
1H14 2H14 1H15 2H15 1H16 2H16 1H17
Average balances Margin Income (USD m)
Pre-hedged exposure
for period USD billion
Average Client Balances
exposed
Not
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Note: Margin income and balances translated at actual average rates for the period Refer to slides 42 – 44 for further details

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Client balances

Strong leverage to rising rates

balances ($4.3bn) CPU would generate an additional $43m annualised EBITDA

3.00%

2.50% 2.00% 1.50%

1.00%

0.50% 0.00% 1 2 3 Achieved Yield Market Yield Futures Yield

1 Achieved yield = annualised total margin income divided by the average balance for each reporting period 2 Market yield = avg. cash rate weighted according to the client balance currency composition for each reporting period 10 3 Futures yield = avg. implied rates weighted according to the client balance currency composition at 31 Dec 16

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EBITDA by business stream

	Comparison in constant currency	Comparison in constant currency	Comparison in constant currency	Comparison in constant currency	Comparison in constant currency	Comparison in constant currency
Business Stream	1H17 @ CC	1H16 Actual	CC Variance		1H17 Actual	1H17 Actual EBITDA Margin %
Business Services	$81.4 $66.2 +23.0% $76.4 20.3% $124.4 $125.2 -0.6% $123.4 31.3% $26.7 $22.6 +18.0% $24.7 23.2% $13.3 $15.8 -15.8% $13.3 14.9% ($2.6) ($0.5) -420.0% ($2.9) (13.5%) $7.3 $13.0 -43.8% $6.4 n/a $250.5 $242.3 +3.4% $241.3 24.1%
Register Maintenance & Corporate Actions
Employee Share Plans
Communication Services
Stakeholder Relationship Mgt
Technology & Other
Total Management EBITDA

• › Business Services growth driven by both UK and US mortgage services which combined, contributed $35.1m. UKAR contract while profitable is margin dilutive

• › Register Maintenance profits improved with increased margins driven by cost management

• › Corporate Actions profitability impacted by revenue weakness

• › Employee Share Plans benefited from increased transactional activity

• › Stakeholder Relationship Management seasonal business with stronger 2H expected

• › Margin income fell to $69.9m (versus $79.0m in pcp) split between Business Services $30.8m, Registry Maintenance & Corporate Actions $30.0m and Employee Share Plans $9.1m

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Operating costs analysis BAU operating costs down 0.2%

		Comparison in constant currency	Comparison in constant currency	Comparison in constant currency
Operating costs		1H17 @ CC	1H16 Actual	CC Variance		1H17 Actual
Cost of sales		$170.3 $164.0 +3.8% $169.7 $394.9 $342.9 +15.2% $377.7 $45.3 $37.9 +19.5% $43.4 $40.3 $35.8 +12.5% $37.7 $140.3 $115.1 +21.9% $133.9
Controllable costs
Personnel
Occupancy
Other Direct
Technology
Total Operating Costs		$791.1	$695.7	+13.7%		$762.3
Operating Costs/Income Ratio		76.0%	74.1%			76.0%

• › Operating costs are up $95.4m of which $87.0m relates to UKAR and $10.1m acquisitions. BAU costs are down 0.2% versus pcp

• › Operating cost increases of 13.7% are driven by:

• UKAR up 12.5%

• • Acquisitions up 1.4%; and
• • BAU down 0.2%

Note: Corporate operating costs have been allocated and reported under the five main cost categories – cost of sales, personnel, 12 occupancy, other direct and technology. Technology costs include personnel, occupancy and other direct costs attributable to technology services.

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Operating costs bridge Cost savings starting to emerge in 1H17

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820
800
1.7
10.1
791.1
780
28.8
760
762.3
740 87.0
720
700
695.7
680
660
640
USD millions
UKAR Other FX
costs costs
Acquisitions
costs @ CC
1H16 Operating 1H17 Operating 1H17 Operating
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Operating and investing cash flows Free cash flows fund rowth and distributions g

	1H17 Actual	1H16 Actual
Net operating receipts and payments Net interest and dividends Income taxes paid Loan servicing advances (net) Statutory operating cash flows Add back: Loan servicing advances (net) Net operating cash flowsexcluding*SLS advances Cash outlay on business capital expenditure Net cash outlay on MSR purchases – Maintenance#	$230.2 $216.8 ($24.9) ($24.7) ($32.0) ($33.6) $11.7 ($183.8)
	$185.0 ($25.3) ($11.7) $183.8
	$173.3 $158.5 ($13.5) ($9.8) ($9.8) ($4.4)
Free cash flowexcluding SLS advances	$150.0	$144.4
SLS advance funding requirements Cash flow post SLS advance funding Investing cash flows Net cash outlay on MSR purchases - Investments# Net acquisitions & disposals Disposal of Australian head office premises Disposal of investment in INVeSHARE inc. Other* Net operating and investing cash flows	$2.7 ($73.3)
	$152.7 $71.1 ($51.8) ($9.2) ($8.6) ($21.0) $62.2 - $23.8 - $5.5 $1.9
	$31.1 ($28.3)
	$183.8 $42.8

• Reclassification of dividends received from associates and joint ventures from investing cash flows to operating cash flows 14 # Maintenance MSR capex assumed to be equivalent to the amortisation charge for the period. Comparative figures have been adjusted

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Balance sheet

Deleveraging provides capacity to drive growth and shareholder returns

		Dec 16	Jun 16	Variance
Current Assets
Non-Current Assets
Total Assets		$3,969.6	$3,977.7	-0.2%
Current Liabilities
Non-Current Liabilities
Total Liabilities		$2,818.1	$2,869.0	-1.8%
Total Equity		$1,151.5	$1,108.7	+3.9%
Net debt1 Net debt to EBITDA ratio1 ROE2 ROIC3

• 1 Excluding non-recourse SLS Advance debt

• 2 Return on equity (ROE) = rolling 12 month Mgt NPAT/rolling 12 mth avg Total Equity

• 3 Return on invested capital (ROIC) = (Mgt EBITDA less depreciation less income tax expense less amortisation)/(net debt + total equity). Comparative figure has been adjusted

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Capital management

Cash flow and capital efficiency help drive growth and enhanced returns

Cash Flow

• › Free cash flow and asset disposals fund strategic investments in mortgage services and Employee Share Plans and enhanced returns to shareholders. Net debt fell by $111.8m, -9.9%

Recycling capital

• › Completed the disposal of the Company’s global headquarters in Melbourne and investment in INVeSHARE Inc (excluded from management earnings in 1H17)

Board Policy

• › To maintain our gearing level such that net debt/EBITDA is between 1.75x – 2.25x (excluding the non-recourse SLS advance facility debt), with flexibility to temporarily go above this range to take advantage of compelling investment opportunities. We will consider capital management to maintain leverage within this target band

Share buy-back

• › In 1H17, the Company purchased and cancelled 500,000 ordinary shares at a total cost of AU$4.6 million with an average price of AU$9.20 bringing the total number of ordinary shares bought back under the buy-back program to 9,877,069 at an average price of AU$10.65 per share

Increased dividend

• › Interim dividend of AU17 cents franked at 30%, +6.3% on pcp

• › Our franking rate for FY17 is expected to be in the range of 20% to 30%

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Strategic Priorities: Update Growth: mortgage services – building scale

			Comparison in constant currency	Comparison in constant currency	Comparison in constant currency
			1H17@ CC1	1H16 Actual	CC Variance
US mortgage services revenue UK mortgage services revenue			$123.7	$106.4	+16.3%
			$140.0	$41.0	+241.5%
Total mortgage services revenue			$263.7	$147.4	+78.9%

US mortgage services 1H17 revenue composition[2]

US

• › Execution of growth strategy on track. $57BN UPB under service

• › CMC providing access to MSR product at discount to market prices and access to additional servicing revenues with growing Patron network

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Other
Fees
27%
Base
Servicing
Fees
$123.7m 51%
Servicing
Related
Fees
22%
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• › Benefits at scale reaffirmed: $100BN UPB = 20% PBT margins and 12-14% post tax free cash flow return on average invested capital

• › Well placed for potential interest and tax rate changes

UKAR

• › Strong revenue contribution and integration of HML/UKAR ahead of plan

• › A number of new contract wins from “challenger banks” – servicing volumes to grow with new originations

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• 17 1 Constant currency (CC) equals 1H17 results translated to USD at 1H16 average exchange rates 2 Refer to slide 50 for revenue definitions

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Strategic Priorities: Update

Profitability: Register Maintenance – Margin Improvement

		Comparison in constant currency	Comparison in constant currency	Comparison in constant currency
		1H17@ CC1	1H16 Actual	CC Variance
Register Maintenance Revenue		$332.8 $342.0 -2.7%
Corporate Actions Revenue		$64.6 $76.9 -16.0%
Total Register Maintenance & Corporate Actions Revenue		$397.4 $418.9 -5.1%
Register Maintenance & Corporate Actions EBITDA		$124.4	$125.2	-0.6%
EBITDA Margin %		31.3%	29.9%	+140bps

• › Slight decline in revenues with lower transactional volumes

• › New products in US REIT market and private companies gaining traction, helping offset shareholder attrition

• › Improved profits in US Registry driven by early stage cost out programmes. Louisville facility well established

• › Hong Kong Register Maintenance profit growth driven by client wins

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18 1 Constant currency (CC) equals 1H17 results translated to USD at 1H16 average exchange rates

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Strategic Priorities: Update Growth: Employee Share Plans – strong recovery and structural growth

		Comparison in constant currency	Comparison in constant currency	Comparison in constant currency
		1H17@ CC1	1H16 Actual	CC Variance
Transactional Revenues		$40.5 $29.1 +39.2%
Fee Revenues		$56.1 $52.4 +7.1%
Margin Income		$9.1 $14.9 -38.9%
Other Revenues		$8.7 $8.4 +3.6%
Total Employee Share Plans Revenue		$114.4	$104.8	+9.1%
Employee Share Plans EBITDA		$26.7	$22.6	+18.0%
EBITDA Margin %		23.3%	21.6%	+170bps

• › Strong recovery in transactional volumes driven by improved equity market strength and currency volatility

• › Reduced margin income impacted by cut in UK interest rates and lower sharesave balances

• › Investment in customer facing technologies and product refreshes improving competitive position

• › Structural growth drivers intact – equity as share of remuneration

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19 1 Constant currency (CC) equals 1H17 results translated to USD at 1H16 average exchange rates

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Strategic Priorities: Update Structural cost out program underway

Activity Total cost savings estimates $m Expected benefit realisation (cumulative) FY17 FY18 FY19 FY20	Activity Total cost savings estimates $m Expected benefit realisation (cumulative) FY17 FY18 FY19 FY20	Activity Total cost savings estimates $m Expected benefit realisation (cumulative) FY17 FY18 FY19 FY20	Activity Total cost savings estimates $m Expected benefit realisation (cumulative) FY17 FY18 FY19 FY20	Activity Total cost savings estimates $m Expected benefit realisation (cumulative) FY17 FY18 FY19 FY20	Activity Total cost savings estimates $m Expected benefit realisation (cumulative) FY17 FY18 FY19 FY20
Stage 1 Louisville (unchanged)	25 - 30	28%	55%	69%	100%
Stage 2 Spans of control	~15	20%	90%	100%
Operational efficiencies	10 - 15	-	25%	75%	100%
Procurement	5 - 8	-	50%	100%
Process Automation	~20	-	20%	80%	100%
Other	10 - 12	-	50%	100%
Stage 3 Further initiatives	TBD
Total estimate	85 - 100

• › Programs underway to deliver operational and process efficiencies. Benefits to be delivered across FY17 – FY20

• › Total benefits, including Louisville, expected to be $85 – 100m* per annum

• › Stage 2 spans of control commenced in January 2017

• Excluding UKAR integration. Estimates of total cash costs to deliver Stage 1 remain unchanged at $80-85 million. Total cash costs to achieve stage 2 savings estimated to be $30-40 million inclusive of opex and capex. Stage 2 costs to be incurred in FY17 and FY18. All opex costs to be expensed and 20 included in Management adjustments. Savings to be achieved across the Group. Note: Expected FY17 post tax management adjustment of $21-25m for Stages 1 and 2

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Conclusions

• › Execution on track for sustained earnings growth

• › Delivering on growth, profitability and capital management strategies. Anticipated benefits beginning to emerge

• › Robust underlying business performance continues

• › Progress in building growth engines and reducing costs

• › Recycling capital to drive growth, scale and improved returns

• › Increased confidence in the outlook; management EPS for FY17 expected to be between 56 - 58 cents in constant currency (FY16 55.09 cents)

• › Transformation to a simpler, more transparent, disciplined and profitable CPU continues

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APPENDICES
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Statutory results Company Overview 1H17 Computershare at a glance Financial performance by half year at actual rates Global Registry Maintenance and Plan Managers Management revenue by region Management EPS – AUD equivalent Technology costs CAPEX versus depreciation Client balances Debt facility maturity profile Key financial ratios Effective tax rate Dividend history and franking US and UK Mortgage Servicing – UPB and number of loans Exchange rates

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Statutory results

› Management results are used, along with other measures, to assess operating business performance. The Company believes that exclusion of certain items permits better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance. › Management adjustments are made on the same basis as in prior years. › Non-cash management adjustments include significant amortisation of identified intangible assets from businesses acquired in recent years, which will recur in subsequent years, asset disposals and other one-off charges. › Cash adjustments are predominantly expenditure on acquisition-related and other restructures, and will cease once the relevant acquisition integrations and restructures are complete. › A full description of all management adjustments is included on slide 24. › The non-IFRS financial information contained within this document has not been reviewed or audited in accordance with Australian Auditing Standards. Reconciliation of Statutory Revenue to Management Results 1H17 Total Revenue per statutory results $1,057.4m Management Adjustments Gain on disposal -$52.9 Acquisition accounting adjustment -$1.3 Total Management Adjustments -$54.2 Total Revenue per Management Results $1,003.2m Reconciliation of Statutory NPAT to Management Results 1H17 Net profit after tax per statutory results $150.2m Management Adjustments (after tax) Amortisation $21.4 Acquisitions and Disposals -$49.8 Other $18.9 Total Management Adjustments -$9.5m Net Profit after tax per Management Results $140.6m 1H17 1H16 Vs 1H16 (pcp) Earnings per share (post NCI) 27.48 cents 15.22 cents +80.6% Total Revenues $1,057.4m $941.5m +12.3% Total Expenses $875.3m $826.0m +6.0% Statutory Net Profit(post NCI) $150.2m $84.3m +78.2%	› Management results are used, along with other measures, to assess operating business performance. The Company believes that exclusion of certain items permits better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance. › Management adjustments are made on the same basis as in prior years. › Non-cash management adjustments include significant amortisation of identified intangible assets from businesses acquired in recent years, which will recur in subsequent years, asset disposals and other one-off charges. › Cash adjustments are predominantly expenditure on acquisition-related and other restructures, and will cease once the relevant acquisition integrations and restructures are complete. › A full description of all management adjustments is included on slide 24. › The non-IFRS financial information contained within this document has not been reviewed or audited in accordance with Australian Auditing Standards. Reconciliation of Statutory Revenue to Management Results 1H17 Total Revenue per statutory results $1,057.4m Management Adjustments Gain on disposal -$52.9 Acquisition accounting adjustment -$1.3 Total Management Adjustments -$54.2 Total Revenue per Management Results $1,003.2m Reconciliation of Statutory NPAT to Management Results 1H17 Net profit after tax per statutory results $150.2m Management Adjustments (after tax) Amortisation $21.4 Acquisitions and Disposals -$49.8 Other $18.9 Total Management Adjustments -$9.5m Net Profit after tax per Management Results $140.6m 1H17 1H16 Vs 1H16 (pcp) Earnings per share (post NCI) 27.48 cents 15.22 cents +80.6% Total Revenues $1,057.4m $941.5m +12.3% Total Expenses $875.3m $826.0m +6.0% Statutory Net Profit(post NCI) $150.2m $84.3m +78.2%
Earnings per share (post NCI) 27.48 cents 15.22 cents Total Revenues $1,057.4m $941.5m Total Expenses $875.3m $826.0m Statutory Net Profit(post NCI) $150.2m $84.3m	+80.6% +12.3% +6.0% +78.2%
Reconciliation of Statutory Revenue to Management Results	1H17
Total Revenue per statutory results Management Adjustments Gain on disposal Acquisition accounting adjustment Total Management Adjustments Total Revenue per Management Results	$1,057.4m -$52.9 -$1.3
	-$54.2 $1,003.2m
Reconciliation of Statutory NPAT to Management Results	1H17
Net profit after tax per statutory results Management Adjustments (after tax) Amortisation Acquisitions and Disposals Other Total Management Adjustments Net Profit after tax per Management Results	$150.2m $21.4 -$49.8 $18.9
	-$9.5m
	$140.6m

23 Numbers are translated at actual average rates for the period

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Management adjustment items Appendix 4D Note 2

Management adjustment items net of tax for the half year ended 31 December 2016 were as follows:

Amortisation

• › Customer contracts and other intangible assets that are recognised on business combinations or major asset acquisitions are amortised over their useful life in the statutory results but excluded from management earnings. The amortisation of these intangibles in the half year ended 31 December 2016 was $21.4 million. Amortisation of intangibles purchased outside of business combinations (e.g. mortgage servicing rights) is included as a charge against management earnings.

Acquisitions and disposals

• › Disposals of the Australian head office premises and the investment in INVeSHARE Inc. resulted in a profit of $39.6 million and $9.5 million respectively.

• › A benefit of $1.1 million was recorded on finalisation of acquisition accounting for assets taken over under the mortgage servicing contract with UK Asset Resolution Limited.

• › Restructuring costs of $0.2 million were incurred associated with the Gilardi and HML acquisitions.

• › Expenses related to the Gilardi and RicePoint acquisitions amounted to $0.1 million.

Other

• › Costs of $9.3 million were incurred in relation to the major operations rationalisation underway in Louisville, USA and stage 2 of the global structural cost review initiative.

• › Due to the previously announced implementation of the new UK Tax Free childcare scheme (see ASX Market Announcement of 30 July 2014), which has the effect of progressively reducing the earnings of Computershare’s Voucher Services business, an impairment charge of $8.1 million was booked against goodwill related to this business. It is expected that the remaining goodwill of $17.6 million associated with Voucher Services will be written off over the coming years.

• › Derivatives that have not received hedge designation are marked to market at the reporting date and taken to profit and loss in the statutory results. The marked to market valuation resulted in a loss of $0.7 million.

• › The put option liability re-measurement resulted in an expense of $0.9 million related to the Karvy joint venture arrangement in India.

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24

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Company overview

A leading global provider of administration services in our selected markets

Who we are

• › Global market leader in transfer agency and share registration, employee equity plan administration, proxy solicitation and stakeholder communications

• › Also specialise in mortgage servicing, corporate trust, bankruptcy, class action administration and a range of other business services

Our capabilities

• › Renowned for our expertise in high integrity data management, high volume transaction processing, reconciliation, payments and stakeholder communications

• › Many of the world’s leading organisations use Computershare’s services to streamline and maximise the value of relationships with their investors, employees, customers and other stakeholders

Our strategy and model

• › Our strategy is to be the leading provider of services in our selected markets by leveraging our core competencies to deliver outstanding client outcomes from engaged staff

• › We focus on new products and services to reinforce market leadership in established markets and invest in technology and innovation to deliver productivity gains and improve cost outcomes

• › We have a combination of annuity and activity based revenue streams, strong free cash flow and high ROE

Growth drivers

• › Organic: Investment in mortgage servicing and employee share plans and enterprise wide cost out program coupled with property rationalisation benefits to drive growth and improved returns

• › Macro: Leverage to rising interest rates on client balances, corporate action and equity market activity

• › Structural: Emerging trend of new non-share registry opportunities due to rising compliance, technology complexity and requirement for efficient processing, payments and reconciliations

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25

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1H17 Computershare at a glance

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----- Start of picture text -----

Management revenue @ CC Management EBITDA @ CC
Canada ANZ Canada ANZ
8% 8%
13% 16% Asia
Asia 10%
6%
$1,041.2m $250.5m
USA UCIA
44% UCIA 23%
26%
USA
42% CEU
CEU
1%
3%
Communication Services Technology & other Communication Services Technology & other
8% 2% 5% 3%
Employee Employee
Share Plans Share Plans
11% 10%
Stakeholder
Stakeholder Register Register
Relationship
Relationship Maintenance Maintenance
Mgt
Mgt 32% -1% & Corporate
2% $1,041.2m $250.5m Actions
49%
Corporate Business
Business Actions Services
Services 6% 32%
39%
By geography
By business stream
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• 26 Figures are quoted in constant currency (CC). CC equals 1H17 results translated to USD at 1H16 average exchange rates * Mortgage Services (included in Business Services) revenue is $263.7m and Management EBITDA $35.1m in constant currency

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Financial performance by half year at actual rates

	1H17	2H16	1H16	2H15	1H15	2H14	1H14	2H13	1H13
Total Management Revenue	$1,003.2 $1,035.5 $938.7 $1,016.5 $959.5 $1,045.7 $976.9 $1,037.5 $987.6
Operating Costs	$762.3 $744.5 $695.7 $720.7 $699.0 $771.7 $709.2 $767.6 $747.6
Management EBITDA	$241.3	$290.3	$242.3	$294.8	$259.3	$273.6	$267.0	$268.4	$241.4
EBITDA Margin %	24.1% 28.0% 25.8% 29.0% 27.0% 26.2% 27.3% 25.9% 24.4%
Management Profit Before Tax	$187.6 $235.0 $192.2 $244.2 $211.1 $220.9 $215.0 $213.7 $184.9
Management NPAT	$140.6	$159.7	$143.8	$172.1	$160.6	$171.5	$163.6	$155.6	$149.3
Management EPS (US cents)	25.74	29.11	25.98	30.94	28.88	30.83	29.41	27.98	26.87
Management EPS (AU cents)	34.13	39.78	35.96	39.28	32.03	33.93	31.98	27.30	25.97
Statutory EPS (US cents)	27.48	13.33	15.22	24.82	2.79	20.13	25.07	11.23	17.02
Net operating cash flows^ $173.3 $214.5 $158.5 $247.3 $169.4 $221.7 $223.7 $189.5 $170.5 Days Sales Outstanding 56 56 53 48 46 45 42 45 48 Net debt to EBITDA 1.91 2.12 2.06 1.86 2.10 1.96 2.09 2.33 2.57*

^ Excluding SLS advances

• Ratio excluding non-recourse SLS Advance debt

Notable acquisitions: Morgan Stanley GSPS (1[st] Jun 13), Olympia Finance Group Inc (7[th] Oct 13), Registrar and Transfer Company (1[st] May 14), Homeloan Management Limited (17[th] Nov 14), Valiant (1[st] May 15), Gilardi & Co. LLC (28[th] Aug 15), SyncBASE Inc (1[st] Feb 16), Capital Markets Cooperative LLC (29[th] Apr 16).

Notable divestments: IML (30[th] Jun 13), Highland Insurance (27[th] Jun 14), Pepper (30[th] Jun 14), ConnectNow (30[th] Jun 15), Closed Joint Stock Company "Computershare Registrar" and Computershare LLC Russia (16[th] Jul 15), VEM Aktienbank AG (31[st] Jul 15), INVeSHARE (16[th] Sep 16). 27

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Global Registry Maintenance and Plan Managers revenue

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Registry Maintenance @ CC Plan Managers @ CC
Other Rev
8%
Holder/Broker
MI
paid Issuer Paid 14%
29%
68%
Fee
50%
$342.0m $104.8m
Margin
Income
TX
4%
28%
Oth Rev
8%
MI
Holder/Broker
8%
paid
28% Issuer paid
69%
Fee
$332.8m $114.4m 49%
Margin
Income TX
3% 35%
1H16
1H17 @ CC
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28

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Management revenue & EBITDA at actual rates Regional Analysis

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REVENUE BY REGION EBITDA BY REGION
1,200 350
1,035.5
1,003.2 300 290.3
1,000 938.7 85.6
82.4
31.7
80.0
242.3 241.3
250
800
38.5 38.7
510.0 456.2 200
455.3 148.5
600
150 103.3 106.2
34.2
51.6
400
29.6
100 0.1 13.9
225.7 2.4
173.0 191.1
57.5 55.6 48.1
200
61.9 62.5 66.6 50
24.4
25.3 21.3
138.9 134.8 138.0
17.5 19.3 21.4
0 0
1H16 2H16 1H17 1H16 2H16 1H17
Australia & NZ Asia UCIA Continental Europe USA Canada Australia & NZ Asia UCIA Continental Europe USA Canada
USD million USD million
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1H17 Management revenue at actual rates Regional Analysis

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----- Start of picture text -----

200
180
160
140
120
100
80
60
40
20
0
Register Corporate Business Stakeholder Employee Share Communication Tech & Other
Maintenance Actions Services Relationship Plans Services Revenue
M'ment
ANZ Asia UCIA CEU USA Canada
178.7
170.1
139.4
USD million
54.4 55.0
36.4 36.5 36.0
31.1 33.2 31.5
27.7
18.5 17.4
14.7
10.0 11.7 5.7 4.1 0.0 6.5 5.9 0.0 0.6 1.6 2.5 2.0 0.0 7.7 9.4 10.3 11.4 0.0 2.7 10.9 2.8 2.7 0.3 4.6 1.1 7.3 0.8
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30

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Australia

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Management revenue: AUD million
1H16 2H16 1H17
184.9m 177.1m 174.6m
77.5
73.0
68.3
66.3 66.5
55.0
17.9
16.1 15.6
12.9 13.0
10.1 10.2
9.2
7.8 7.5
3.3 3.5
0.8 1.4 0.8
Register Corporate Business Stakeholder Employee Share Communication Tech & Other
Maintenance Actions Services Relationship Mgt Plans Services Revenue
1H16 2H16 1H17
31
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Hong Kong

Hong Kong	Hong Kong	Hong Kong
Management revenue:HKD million
1H16	2H16	1H17
299.0m	298.0m	315.8m

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199.9
194.0
190.3
66.3
63.7
54.4
42.6
37.6
33.5
11.8 12.0
6.9
Register Maintenance Corporate Actions Stakeholder Relationship Mgt Employee Share Plans
1H16 2H16 1H17
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32

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India

Management revenue: INR million

1H16 2H16 1H17 1,384.7m 1,408.6m 1,634.5m

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1,220.0
1,050.4 1,049.9
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351.1
294.4 298.3
60.5 63.4
39.9
Register Maintenance Corporate Actions Business Services
1H16 2H16 1H17
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33

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United States

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Management revenue: USD million
1H16 2H16 1H17
455.3m 510.0m 456.2m
123.7m
Mortgage
200.8 106.4m Services
Mortgage
Services
179.9
177.2 178.7
170.1
157.5
42.7
35.3 36.5 34.9
31.5
29.2 28.7
25.8
18.0 20.1 17.4
14.7
9.7
5.3 7.3
Register Corporate Business Stakeholder Employee Share Communication Tech & Other
Maintenance Actions Services Relationship Mgt Plans Services Revenue
1H16 2H16 1H17
34
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Canada

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Management revenue: CAD million
1H16 2H16 1H17
104.8m 114.0m 108.7m
44.4
43.8
41.9
39.6
36.6
34.4
15.0
14.5
13.4
11.6
9.2
8.6
3.7 3.7 3.6
1.1 1.3 1.1
Register Maintenance Corporate Business Employee Share Plans Communication Tech & Other Revenue
Actions Services Services
1H16 2H16 1H17
35
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United Kingdom and Channel Islands

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Management revenue: GBP million
1H16 2H16 1H17
91.1m
Mortgage
101.2m 120.1m 162.8m
Services
108.2
26.7m
Mortgage
Services
53.7
47.3
30.5
25.2 26.8 26.2
21.1
19.3
2.2 3.0 2.1 0.8 3.3 1.7 1.6 2.5 2.1 1.4 2.0 3.2
Register Corporate Business Stakeholder Employee Share Communication Tech & Other
Maintenance Actions Services Relationship Mgt Plans Services Revenue
1H16 2H16 1H17
36
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South Africa

	Management revenue:RAND million	Management revenue:RAND million	Management revenue:RAND million	Management revenue:RAND million
	1H16		2H16	1H17
	121.7m		123.6m	132.3m
	108.2	109.1 ~~111.4~~
					11.8
				5.5	6.7					7.6	7.5	8.7
							0.4	0.3	0.4
	Register		Maintenance	Corporate Actions		Stakeholder		Relationship Mgt		Employee Share		Plans
	37				1H16	2H16	1H17

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Germany

Management revenue: EUR million

1H16 2H16 1H17 12.6m 23.9m 14.0m 13.3

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----- Start of picture text -----

9.9
9.5
8.6
2.8
2.6
1.1
0.8
0.6 0.5
0.4 0.4
0.1
0.0
Register Maintenance Corporate Actions Employee Share Plans Communication Services Tech & Other Revenue
1H16 2H16 1H17
38
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Management EPS – AUD equivalent

› For Australian investors, AUD equivalent EPS (actual) was weaker due to the combined impact of the weaker GBP and stronger AUD exchange rates.

Management EPS (AUD)

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----- Start of picture text -----

1.0297
120
0.9139
100 0.8389
0.7542
0.7273
80
75.74
71.31
60 65.92
~
53.27
40 ~
34.13
20
0
FY13 FY14 FY15 FY16 1H17
AUD/USD average exchange rate
39 Note: Management EPS (AUD) for 1H16 was 35.96
Cents per share
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Technology costs at actual rates

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----- Start of picture text -----

14%
13.3%
160
12.3%
11.7%
12%
140 133.9
5.3
121.3
120 115.1 10%
6.7
6.0
42.2
100
34.1 8%
31.6
80
6%
46.8
60 41.9
39.2
4%
40
2%
20 38.3 38.6 39.6
0 0%
1H16 2H16 1H17
Development Infrastructure Maintenance Admin Technology costs as a % of revenue
USD million
Tech costs as a % of revenue
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40

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Capital expenditure versus depreciation at actual rates

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----- Start of picture text -----

30
25
19.6
19.1
20
17.4
16.0
14.3
15 13.9 1.6
0.9 1.1
2.7 5.4
5.1
10 0.5
2.0
1.4
5 9.9
6.9 6.6
0
1H16 2H16 1H17
Information Technology Communication Services Facilities Occupancy Other Depreciation
USD million
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41

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1H17 client balances at actual rates Interest rate exposure

Average funds held during 1H17

• › CPU had an average of USD 16.6bn of client funds under management during 1H17.

• › For 38% (USD 6.3bn) of the 1H17 average client funds under management, CPU had no exposure to interest rate movements either as a result of not earning margin income, or receiving a fixed spread on these funds.

• › The remaining 62% (USD 10.3bn) of funds were “exposed” to interest rate movements. For these funds;

USD 16.6bn

• 29% had effective hedging in place (being either derivative or fixed rate deposits).

• 7% was naturally hedged against CPU’s own floating rate debt.

• The remaining 26% was exposed to changes in interest rates.

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42

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1H17 client balances at actual rates Exposed funds by currency (1H17 average balances)

Average exposed funds balance prior to hedging

Average exposed funds balance net of hedging

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USD 10.3bn USD 4.3bn
(USD 16.6bn x 62%) USD (USD 16.6bn x 26%)
40%
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43

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Client balances

Fixed and floating rate term deposits

8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 Jan-17 Jan-18 Fixed rate derivatives 2,500 2,000 1,500 1,000 500 0 Jan-17 Jan-18

Floating Rate Deposits Fixed Rate Deposits

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Jan-19

Jan-20 Jan-21

Fixed rate derivatives

Derivatives

Jan-19 Jan-20

Jan-21

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44

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Debt facility maturity profile 45 Maturity Dates USD million Debt Drawn Committed Debt Facilities Bank Debt Facility Private Placement Facility SLS Advance Facility FY17 Mar-17 21.0 21.0 21.0 FY18 Dec-17 85.3 110.0 110.0 Feb-18 40.0 40.0 40.0 FY19 Jul-18 235.0 235.0 235.0 Dec-18 114.0 200.0 200.0 Feb-19 70.0 70.0 70.0 FY20 Jul-19 351.0 450.0 450.0 FY21 Jul-20 414.4 450.0 450.0 FY22 Feb-22 220.0 220.0 220.0 FY24 Feb-24 220.0 220.0 220.0 TOTAL $1,770.7 $2,016.0 $900.0 $806.0 $310.0 Note: Average debt facility maturity is 3.2 years as at 31 Dec 16 USD million 85.3 114.0 110.0 200.0 21.0 235.0 40.0 70.0 220.0 220.0 351.0 414.4 450.0 450.0 0.0 50.0 100.0 150.0 200.0 250.0 300.0 350.0 400.0 450.0 500.0 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 SLS non-recourse advance facilities drawn SLS non-recourse advance facilities USPP Syndicated debt drawn Syndicated debt Facilities	Bank Debt Facility	Private Placement Facility	SLS Advance Facility
	450.0 450.0	21.0 40.0 235.0 70.0 220.0 220.0	110.0 200.0
	$900.0	$806.0	$310.0

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Key financial ratios

	Dec 16	Jun 16	Variance
	USD m	USD m	Dec 16 to Jun 16
Interest Bearing Liabilities	$1,795.4	$1,863.3	(3.6%)
Less Cash	($579.4)	($526.6)	10.0%
Net Debt	$1,216.0	$1,336.7	(9.0%)
Management EBITDA	$531.6	$532.6	(0.2%)
Net Financial Indebtedness to EBITDA	2.29 times	2.51 times	Down 0.22 times
Net Financial Indebtedness to EBITDA#	1.91 times	2.12 times	Down 0.21 times

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12.0 EBITDA Interest Coverage Net Financial Indebtedness to EBITDA
3.0
10.0 2.57
2.51
9.8 2.5 2.29
9.3 9.1
8.0
2.0 2.12
2.06
1.91
6.0
1.5
4.0
1.0
2.0
0.5
0.0 0.0
1H16 2H16 1H17 1H16 2H16 1H17
Net debt (excl. non-recourse SLS Advance debt) to EBITDA ratio
Net debt to EBITDA ratio
46 # excludes non-recourse SLS advance debt
Times Times
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Effective tax rate Statutory and management

Tax rate %

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40%
34.0%
35%
30%
27.9%
24.9%
24.1%
25% 23.5%
20%
16.2%
15%
10%
5%
0%
1H16 FY16 1H17
Statutory Management
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› The Group’s statutory effective tax rate has decreased from 24.9% in 1H16 to 16.2% in 1H17. This is primarily driven by the utilisation of carried forward capital losses that were applied against the capital gain on the disposal of the Company’s Melbourne headquarters.

• › The Group’s management effective tax rate has decreased from 24.1% in 1H16 to 23.5% in 1H17.

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47

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Dividend history and franking New policy to maximise franking distribution

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----- Start of picture text -----

20.0 100%
18.0 90%
17 17
16.0 80%
16 16
15 15
14.0 70%
14
12.0 60%
10.0 50%
8.0 40%
6.0 30%
4.0 20%
2.0 10%
0.0 0%
1H14 2H14 1H15 2H15 1H16 2H16 1H17
Dividend (AU cents) Franking (%)
AU cents
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48

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US and UK mortgage services - UPB and number of loans US mortgage services UPB up 8.5% since 30 June 2016

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Performing Non-performing Comments
At 31 Dec 16 At 30 Jun 16 At 31 Dec 16 At 30 Jun 16
During the period, a non-
performing MSR was acquired
where SLS was previously the
Fully-Owned $8.8BN $4.9BN $13.5BN $8.8BN sub-servicer
MSRs [1] 39K Loans 24K Loans 112K Loans 92K Loans
This transaction largely accounts
for the UPB movement between
non-performing sub servicing to
non-performing fully owned MSR
Part-Owned Excess strip deals Excess strip deals SPV deals SPV deals during the period
$11.9BN $14.1BN $16.4BN $13.6BN
MSRs [2] 52K Loans 60K Loans 72K Loans 55K Loans
No advances were transferred to
SLS as part of this transaction
SLS is responsible for any new
$0.6BN Minimal $0.5BN $6.2BN $11.0BN advances from date of purchase
Subservicing [3] 2K Loans 1K Loans 81K Loans 97K Loans of the MSR portfolio
After 24 months, SLS will be
required to acquire any
remaining advances
Total US UPB $21.3BN $19.5BN $36.1BN $33.4BN
Fee for £62.2BN £64.9BN £5.4BN £6.2BN
Service [3] 509K Loans 574K Loans 46K Loans 51K Loans
U.S.
U.K.
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1 CPU owns the MSR outright

2 CPU has sold part of the MSR to a third party investor

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3 Servicing performed on a contractual basis

49

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Mortgage services key terms

Performance servicing: Servicing of a mortgage which is less than 30 days delinquent. Typically loans that meet the criteria of the Government Sponsored Entities.

Non-performing servicing: Servicing of a mortgage that is over 30 days delinquent up to management of the foreclosure process. Typically, non-performing servicing is performed over loans subject to private securitizations.

Mortgage servicing rights: Intangible assets representing an ownership right to service the mortgage for a fee for the life of the mortgage. The owner of the MSR can either service the loan itself or appoint a sub-servicer to do so.

Servicing advances: The owner of the MSR is required to fund various obligations required to protect a mortgage if the borrower is unable to do so. Advances receive a priority in any liquidation and are often financed in standalone non-recourse servicing advance facilities.

Part owned MSRs

• › An Excess Strip Sale refers to the sale of a stream of cash flows associated with the servicing fee on a performing MSR. The seller of the servicing strip has the ability to service the mortgage.

• › An SPV deal refers to the sale of the rights to the MSR and associated servicing advances into an SPV. CPU typically takes a 20% equity stake in the SPV and performs all servicing on the loans via a sub-servicing fee for service relationship.

US mortgage services – revenue definitions

Base fees – Fees received for base servicing activities.

• › Fees are generally assessed in bps for owned or structured deals, while subservicing is usually paid as a $ fee

• › Subservicing fees vary by loan delinquency or category

Servicing related fees – Additional fees received from servicing a loan

• › Loss mitigation fees e.g. for loan modifications

• › Ancillary Fees e.g. late fees

• › Margin income

Other service fees

• › Includes valuation, real estate disposition services, loan fulfilment services and CMC Coop Services

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50

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Exchange rates

› Average exchange rates used to translate profit and loss to US dollars

Currency	1H17	FY16	1H16
USD	1.00000	1.00000	1.00000
AUD 1.32591 1.37490 1.38432
HKD 7.75635 7.75858 7.75084
NZD 1.39457 1.50166 1.52080
INR 67.23397 66.28639 65.37094
CAD 1.31820 1.32181 1.31020
GBP 0.77617 0.67166 0.65054
EUR 0.90632 0.90395 0.90704
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Important notice

Forward-looking statements

• › This announcement may include 'forward-looking statements'. Such statements can generally be identified by the use of words such as 'may', 'will', 'expect', 'intend', 'plan', 'estimate', 'anticipate', 'believe', 'continue', 'objectives', 'outlook', 'guidance' and similar expressions. Indications of plans, strategies, management objectives, sales and financial performance are also forward-looking statements.

• › Such statements are not guarantees of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Computershare. Actual results, performance or achievements may vary materially from any forward-looking statements. Readers are cautioned not to place undue reliance on forwardlooking statements, which are current only as at the date of this announcement.

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