COMPUTERSHARE LIMITED. — Investor Presentation 2008

Mar 12, 2008

Investor & Analyst Briefing Computershare Limited

13 March 2008

Investor & Analyst Briefing Darren Murphy Head of Treasury and Investor Relations Welcome

Computershare Global Footprint

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Investor & Analyst Briefing

Stuart Crosby Chief Executive Officer Introduction

13 March 2008

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Market Environment
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• › General slowdown in merger and acquisition activity

• › Obviously less merger and acquisition value than before the sub-prime

• › Biggest drop - private equity buy outs - long term benefit for Computershare

• › Corporate to corporate cash and equity deals still happening

• › Fundraising continues - rights issues in many markets

›

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Interest Rates
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• › Materially lower than recent peaks, especially in the United States, but also in other Northern hemisphere markets

• › As disclosed in ½ year results, significant hedging of core balances (about ½ of recent average daily balances)

• › Continue to grow capture of balances, even if earning margin at lower rates

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Interest Rate Sensitivity on Core Balances
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US$m PBT 80
Impact
60
40
20
0
-3.00% -2.50% -2.00% -1.50% -1.00% -0.50% Current 0.50% 1.00% 1.50% 2.00% 2.50% 3.00%
-20
-40
-60
Exposure
-80 Hedged exposure
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Investor & Analyst Briefing Steven Rothbloom Head of Computershare USA Business Overview United States of America

13 March 2008

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Regional Overview: United States of America
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› State of Play

› No. 1 or 2 ranking across all our core businesses › Phenomenal tax season, great momentum › Significant focus on new product and service enhancements

› Cross-sell efforts paying big dividends

› Adding top talent across the board

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Regional Overview: United States of America
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› Major wins

› Home Depot Dutch Auction > one of the largest in history

› Proxy Solicitation for TXU Corporation Acquisition > the largest ever public-to-private transaction

› Plans Software Services & Software in two prominent, complex spin-off transactions: Tyco and Temple-Inland

› Mutual Fund Proxy Solicitation for top funds;

• › Nuveen

› AIM Funds

› UBS Funds

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Regional Overview: United States of America
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› Challenges and Opportunities

› Consolidation/exiting/reshaping of competitors

› Private equity no longer competing with us for acquisitions and taking clients

• › Renewed Acquisitions Focus

› Computershare Executive Services (formerly RSS)

› Administar

• › Sub-prime market situation hitting our bank and brokerage competitors

› Computershare USA an increasingly attractive partner and expert resource to other financial institutions

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Regional Overview: United States of America
Investor Services
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• › State of Play

› Major market share of top-tier clients

› Dow 30 – 63% › S&P 500 – 36%

› Fortune 500 – 31%

› Fiscal year to date: 110 new appointments › Awarded significant amount of IPO-related business › Acquired UMB Bank transfer agent business

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Regional Overview: United States of America
Investor Services
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• › Challenges and Opportunities

› Implement quality methodology to:

› Improve productivity

› Reduce operating risks › Differentiate us in the marketplace

› Market dynamics

› New products and innovations

› Cross-sell initiatives and realize synergies › Merger and acquisition activity

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Regional Overview: United States of America
Corporate Actions and Asset Reunification Programs
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• › State of Play

› Involved in more than 200 deals this FY to date › Several high profile M&A and private equity deals

• › Challenges and opportunities

› M&A activity

• › Interest rate environment

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Regional Overview: United States of America
Corporate Proxy Solicitation and Funds Services
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• › State of Play

• › Georgeson ranked No. 1 Merger and Acquisition proxy solicitor/information agent by Corporate Control Alert

  • › 8th consecutive year at top

  • › Over 30% of M&A transactions tracked by the publication

• › Fund Services continues to handle more than 70% of the deals in the industry

• › Call center built out for both businesses

• › Challenges and Opportunities

• › Market dynamics

• › New talent on board, to build key market areas

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Regional Overview: United States of America
Plan Managers and Plans Software
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• › State of Play

Plan Managers

› 27 new clients

› Market share top-tier clients

› Fortune 500 – 15%

› S&P 500 – 14%

Plans Software

• › 150 new clients

› Enhanced version of flagship Express Options product

• › Challenges and Opportunities

› Computershare Executive Services (RSS/10b5-1 compliance) › Market dynamics > especially sub-prime situation

Investor & Analyst Briefing Steven Rothbloom Head of Computershare USA Question Time

13 March 2008

Investor & Analyst Briefing Wayne Newling Head of Computershare Canada Business Overview Canada

13 March 2008

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Regional Overview: Canada
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› State of Play

• › National presence: Vancouver, Calgary, Toronto, Montreal, Halifax

• › Investor Services, Corporate Trust, Plans, Georgeson represented across all regions

• › Market leadership across all lines of business

• › Significant EBITDA growth over past five years

• › Costs flat

• › Strong management team – ongoing focus succession planning

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Regional Strategy: Canada
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• › Challenges and opportunities

• › Operational effectiveness/client retention

• › Acquisitions

› New product introduction › Continued focus/development on risk management › M&A activity and interest rate environment

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Regional Overview: Canada
Investor Services
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• › State of Play

› Strong year

› Winning more than 63% of IPOs

› Robust Corporate Actions

› IPSCO sale to SSAB Stal > $7.7B

› Prime West Energy Trust sale to ABU Dhabi NEC > valued $5B › CanWest Comms acquisition of Atlantis Alliance > valued $2.2B › Gained depositary role for Non-CPU clients › Rio Tinto/Alcan > valued $37.6B › Norilisk Nickel/Lionore > valued $6.2B

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Regional Overview: Canada
Investor Services
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• › Challenges

• › Regional T/As

› Corporate actions >volume strong >value lower

• › Opportunities

› Really benefiting from global operations initiatives › Ongoing centralization

• › Acquisitions

› Global cross border transaction ability proven › Rational pricing

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Regional Overview: Canada
Corporate Trust
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› State of Play

› Continuing to win mandates

› Displaying strong predictable earnings

› Ongoing margin enhancement

› Seen as “industry experts”

• › Cost base remains flat through successful integration of acquisitions onto CPU platform

› Continued process improvement

› Strong leadership

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Regional Overview: Canada
Corporate Trust
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› Challenges

› Consolidation of issuer companies and trusts could result in client loss

› New debt and structured product issuances have slowed due to market uncertainty

• › Opportunities

› Continued acquisition in local markets in both core and non-traditional areas

• › New product development leveraging trust license and core competencies

› Increase in defaults in short term has led to increased

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Regional Overview: Canada
Communication Services
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• › State of Play

› Successful in winning six commercial clients

› Quality at all time high for both internal and external clients › Tapping into registry client base e.g. BNS, BMO and quarterly mailings for small cap market

› Strong management team

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Regional Overview: Canada
Communication Services
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• › Challenges

› Gaining foothold in commercial markets

› Efficiently managing season spikes

• › Regulatory landscape changing

• › Opportunities

› Strong commercial relationships and the opportunity to introduce new solutions to upsell and cross sell existing clients › Access to TA client base allows for upsell and cross sell

Investor & Analyst Briefing Wayne Newling Head of Computershare Canada Question Time

13 March 2008

Investor & Analyst Briefing James Wong Head of Computershare Asia Business Overview Asia

13 March 2008

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Regional Overview: Asia
Hong Kong
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• › Review

• › Main business line > Investor Services

› Product extension through eIPO and allotment results hosting has enhanced business proposition and created pricing premium

• › Good growth for Plans business in Hong Kong

• › Also introduced Proxy and IML Services into Hong Kong

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Regional Overview: Asia
Hong Kong
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• › Threats and Opportunities

› IPO pipeline from China influenced by macro economic control

› Working on e-Comm initiative and applying for direct clearing system participation

• › HKEx shareholder communications initiatives offer new revenues

• › Appetite for more value added product

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Regional Overview: Asia
China
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› Review

› Beijing Office opened in Oct 2007> currently has two staff

› Initially provides onshore customer service and regulatory liaison

› Excellent relationship with regulators and market infrastructure

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Regional Overview: Asia
China
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› Threats and Opportunities

› Fast changing regulatory environment difficult to navigate

› Plan to relocate Plan Managers China team to Beijing, and introducing proxy service to Chinese issuers › Helps secure Hong Kong’s lead by building a bridge between the Hong Kong and Mainland China markets

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Regional Overview: Asia
India
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• › Review

• › 50:50 JV with Karvy Group

› Biggest player in India in Investor Services and second biggest player in Fund Services › Our partner has strong distribution capability that helps to attract business

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Regional Overview: Asia
India
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• › Threats and Opportunities

› Highly competitive but fast growing market > we are the only viable volume player › More consolidation possible but valuation expectations high

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Regional Overview: Asia
Japan
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• › Review

• › 50:50 JV with Mitsubishi UFJ Trust Bank

› Main business lines – Shareholder ID and Corporate Proxy

› We have invested more resources to strengthen this business for more volume throughput

› More merger and acquisition deals seen as well as up tick of shareholder activism, generating more high value proxy opportunities

Investor & Analyst Briefing James Wong Head of Computershare Asia Question Time

13 March 2008

Investor & Analyst Briefing

Paul Conn Head of Global Capital Markets Business Overview Notice and Access Proxy Distribution

13 March 2008

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SEC Requires Internet Availability & Notification
“Shareholder Choice Regarding Proxy Materials”
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• › What is required by companies?

› Proxy materials must be posted on a publicly-accessible Internet site other than EDGAR

› Notification of availability must be provided to shareholders per specific SEC rules

• › Company mailing options

› Notice-only > one page notification of Internet availability › Full-set > traditional mailing of materials with notification of Internet availability

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SEC Requires Internet Availability & Notification
“Shareholder Choice Regarding Proxy Materials”
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• › Effective dates

› January 1, 2008 for large accelerated filers ($700 mil US market value end of fiscal 2Q) › January 1, 2009 for all companies and registered investment companies › Release available at - . www.sec.gov/rules/final/2007/34 56135.pdf

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Computershare’s ProxyAccess Services for Notice-Only Mailings
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	ProxyAccess Basic	ProxyAccess Plus optional services*	Supplemental Services*
Consultation and analysis	› Notice and access rule guidance › Cost savings identification › Fulfillment projections › Mailing strategy guidance	› Delivery preference campaign prior to annual meeting	› In-depth analysis of voting projections, as well as proxy solicitation [Georgeson]
Notice document design and printing	› Standard notice document	› Custom notice	› Complete financial printing and EDGAR filing services
Notice document distribution	› Distribution to proxy list › Householding*	› Mailing list segmentation for mixed mailing › Proxy card follow-up mailing	›eTree® environmental incentive programs eTree® environmental incentive to promote enrollment in electronic delivery
Access to materials and voting	› Interactive document presentation and hosting › Standard Web screens › Voting site link › Interactive telephone system for voting › Material requests via Web, email and toll free number	› Customized Web site text

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Computershare Notice Document
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Issuer logo
List of voting items
Instructions to requests
copies
SAMPLE
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Computershare Document Presentation Solution
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Issuer logo and color

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Thumbnails of
materials
Animated link
to secure
voting site
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Computershare Document Presentation Solution
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• One-page and two-page magazine views with animated page turning

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Computershare Client Participation
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› Early results

› Five clients have mailed notice-only to date › All pleased with results:

› Company A fewer registered holders voted, quorum increased

› Company B fewer registered holders voted, quorum decreased less than 1%, reduced print volume by 92%, saved $500,000

› Company C foreign company not required by SEC and first annual meeting

› Company D fewer registered holders voted, quorum increased less

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Computershare Client Participation
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› Early results

› Fulfillment requests were less than 3%

› 3 of the 5 used our online document presentation and hosting solution

• › Internet press cites success:

- - - www.environmentalleader.com/2007/12/10/new sec rule - - - - - - - - saved sun 500000 and 100 million sheets of paper/

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Computershare Client Participation
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› Client adoption for 2008

› 108 clients have decided to use our notice and access product

• › 37 Notice Only

• › 10 Mixed Mailings

• › 50 Full-Set Solution

› Approximately 65% are using our hosting solution › Others required to comply intend to mail full sets and host own documents

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Industry Trends
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• › Voluntary “fall season” participation

› Early adopters mailed only notices

› Fulfillment requests in the 2-3% range

› Type of meeting

› Over 60% routine

› About 30% included non-routine management proposal

› Balance included non-routine shareholder proposal › Decline in number of holders voting (~15% to 5%)

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Industry Trends
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› A recent independent survey of companies shows that for 2008 spring season:

• › Use of N&A

• › 24% plan to use notice-only or a stratified notice and full-set mailing

• › 51% will mail full-sets and post materials

• › 22% are undecided

• › 3% had already used N&A

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Industry Trends
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› Increased participation in 2009+, as issuers and retail investors get comfortable with the Notice and Access environment.

› Other key geographic markets to facilitate notice and access style shareholder communications to reduce costs for issuers, drive efficiencies, increase engagement with investors and reduce environmental waste!

Investor & Analyst Briefing Paul Conn Head of Global Capital Markets Question Time

13 March 2008

Investor & Analyst Briefing Computershare Limited Coffee Break

13 March 2008

Investor & Analyst Briefing Mr Mark Davis Head of Computershare Australasia Business Overview Australasia

13 March 2008

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Regional Overview: Australasia
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› 9 Computershare Sites 5 Business lines › › Perth (2) Investor Services › Adelaide › Communication Services › › Melbourne (2) Plan Managers › › Sydney (2) Corporate Proxy › Brisbane › Fund Services. › Auckland

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Regional Overview: Australasia
Investor Services Australia
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• › State of Play

• › Market leader with approximately 60% market share

• › Capitalised well on strong market conditions

• › Range of key clients retained without tender at better rates

• › Challenges and Opportunities

• › Strong focus on improving our annuity business

• › Good achievements with self service but real benefits still to come

› Global footprint benefits being realised now more than ever

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Regional Overview: Australasia
Investor Services - New Zealand
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• › State of Play

• › Mature market with approximately 85% market share

• › Clear market leader

• › Focused on bringing ongoing innovation to market

• › Challenges and Opportunities

• › Market is small and getting smaller

• › New products best path to growth

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Regional Overview: Australasia
Communication Services
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• › State of Play

• › Now become a leading provider of specialised one-to-one communication solutions that integrate print and mail with electronic solutions

• › Settled and strong management team

• › Permail acquisition outcomes very positive

• › Registry outcomes strong but non-registry sales a highlight

• › QMT acquisition transforming and will provide a range of benefits

• › Challenges and Opportunities › Integration of QMT priority #1

• › Impressed by QMT capabilities that we will be able to market

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Regional Overview: Australasia
Plan Managers
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• › State of Play

• › Clear market leader in Australia

• › Less opportunity in New Zealand due to absence of regulatory incentives

• › Global footprint key to our recent major successes eg. BHP

• › Continues to achieve good organic growth

• › Challenges and Opportunities

• › Good organic growth opportunities within CIS book remain

• › Citibank alliance – dealing

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Regional Overview: Australasia
Proxy Solicitation
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• › State of Play

• › Market leader in Australia having advised on over $160 billion of Merger and Acquisition transactions over the last few years

• › Premium offering recognised in the market and we are winning all the big jobs eg. Coles, BHP, QMT

• › Challenges and Opportunities

• › Increased competition – but not on price

• › Market conditions

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Regional Overview: Australasia
Fund Services
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• › State of Play

• › Retained anchor client

• › Bought new technology through Portfolio Server acquisition and so system strategy settled and now very close to roll out

• › We now have substantially greater industry knowledge and expertise

• › Market has shown us that there exists significant opportunity but we’ve been cautious going to market while on legacy technology.

• › Challenges and Opportunities

› Automation – move from manual to STP

Investor & Analyst Briefing Mr Mark Davis Head of Computershare Australasia Question Time

13 March 2008

Investor & Analyst Briefing Mr Steffen Herfurth Head of Computershare Germany Business Overview Germany>Austria>Switzerland

13 March 2008

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Regional Overview: Germany> Austria> Switzerland
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• › With the acquisition of VEM we now have a lot higher market profile, and opportunity to cross sell other CPU products like Georgeson and Governance Services

• › Focussed on expanding our services into the bearer market

• › Germany > 90% of issuers are bearer shares, only 10% registered shares (with a shareholder base of ~10m.)

• › Switzerland > has a stronger registry and share plan market than Germany but smaller

• › Austria > is a rather small market, but an important gateway into the growing Eastern European markets (i.e. Romania, Bulgaria, etc)

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Regional Overview: Germany> Austria> Switzerland
Registry & AGM
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› State of Play

• › Dominant position in AGM market with almost 400 clients and 27 out of 30 DAX companies

› In registry business #1 by number of issuers, but not servicing companies with large shareholder base, market still 90% bearer shares

• › Challenges and Opportunities

• › Keep position in AGM market with 2 new competitors founded in 2007

• › Governmental initiative will probably lead to an increasing number of companies with registered shares in 2009

pictures

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Regional Overview: Germany> Austria> Switzerland
Registry & AGM
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› State of Play

• › Dominant position in AGM market with almost 400 clients and 27 out of 30 DAX companies

› In registry business #1 by number of issuers, but not servicing companies with large shareholder base, market still 90% bearer shares

• › Challenges and Opportunities

• › Keep position in AGM market with 2 new competitors founded in 2007

• › Governmental initiative will probably lead to an increasing number of companies with registered shares in 2009

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Regional Overview: Germany> Austria> Switzerland
Communication Services
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• › State of Play

› Integration of 2 acquired print & mail businesses completed

• › CCS well positioned as provider for secure and transactional document outsourcing

• › Communication and Document Services market is just at the beginning of the outsourcing curve in secure and transactional business

• › Challenges & Opportunities

• › Enlarging internal business (until now ~5% of revenue) by aggressive cross-selling (i.e. invitation process for AGM)

Regional Overview: Germany> Austria> Switzerland

› State of Play

• › Up until 2006, only German banks (in co-operation with IT provider) visible as providers in Plans market

• › Plans market currently relatively small, but governmental initiatives underway

› CPU launched new Solution (Plan Manager) in 11/07

• › 2 DAX clients won in 2007 (Linde AG and Allianz SE)

• › Challenges and Opportunities

• › Using CPU’s client base (esp. AGM) to cross-sell

› Up-Sell potential through greater acceptance of ESPP (right now mainly executive programmes)

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Regional Overview: Germany> Austria> Switzerland
VEM
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› State of Play

• › Germany’s leading corporate actions bank for SMEs (over 250 transactions since 1997)

• › Market leader in Designated Sponsoring

• › CPU’s stake ~92%

• › Challenges and Opportunities

• › Integrate CPU’s and VEM’s service portfolio to create a fully integrated issuer business in Germany (full banking license needed)

• › Leverage on benefits for CPU’s broader global business by

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Regional Overview: Germany> Austria> Switzerland
VEM
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• › Cross-Sell / Up-Sell opportunities (national)

• › Registry business: influence companies at IPO to use registered shares to increase the take up of registered shares in the market

• › Ability to manage cash and stock on behalf of our clients which will allow us to provide a full corporate actions service to issuers -> effective alternative to Deutsche Bank and Dresdner Bank

• › Offering a complete one-stop service together with AGM, registry, plans (“post-IPO service”)

• › Offering dividend payment service and “Anmeldestelle” (invitation/ticket issuing office for bearer share AGMs) which needs a banking license

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Regional Overview: Germany> Austria> Switzerland
VEM
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• › Cross-Sell / Up-Sell opportunities (international)

› Due to full Clearstream connectivity we can manage share transfers and cash payments on behalf of issuers inside Clearstream › Ability to access Euroclear directly or indirectly (through the Clearstream/Euroclear bridge) facilitates cross-border business allowing us to retain more transactional revenue in-house › i.e. Ireland: ability to offer Exchange Traded Funds (ETFs) which settle in Clearstream (and potentially Euroclear) to the clients of our Irish business (which has developed a substantial ETF business in recent years)

Investor & Analyst Briefing Steffen Herfurth Head of Computershare Germany Question Time

13 March 2008

Investor & Analyst Briefing Chris Morris Head of EMEA Business Overview EMEA

13 March 2008

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Regional Overview: UK & Ireland
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› Structure

› New structure in place, I will manage until end CY 2009

› Senior managers all in place and all UK residents › Some excellent next level management hired

› Lloyds registry sold to Advent named Equiniti

• › Setup New Business Development Unit

› Across all business lines

• › Increase our profile in the market

• › Release of InSearch

• › Operations

• › Quality number 1 priority

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Regional Overview: UK & Ireland
Registry
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• › State of Play

› More rational pricing in the market › Still not number 1 but getting there

• › Challenges and Opportunities

› Opportunity as Equiniti manages new owners and new system › Cross sell other CPU products to a blue chip client list › Increase in DI listings

• › Maximising opportunities in local and global Corporate Actions

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Regional Overview: UK & Ireland
Business Services
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• › State of Play

› NHS improved profitability

› Gilts best client reference in the UK › Corgi > business as usual › DPS > Brilliant business > 90% on the internet › LPS > Letting Protection Services will launch April

• › Challenges and Opportunities

• › Expand DPS in UK and globally

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Regional Overview: UK & Ireland
Plans
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• › State of Play

• › Number 1 in the UK

• › Global tax calculator live for Shell, other companies lined up

• › BHP voted best international plan

• › Released CPU broker accounts for trading and purchase of other products i.e. ISA

• › Introduced full self service model, reduce risk, increase profit

• › Challenges and Opportunities

• › Low share prices affect dealing and number of participants

• › Increase number of broker accounts

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Regional Overview: UK & Ireland
Georgeson
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• › State of Play

› Total restructure of Georgeson in EMEA now profitable › Increase in lost assets business (PMC), now using US system

• › Now in UK, South Africa, France, Germany, Spain and Italy

• › Challenges and Opportunities

• › Strong competition but we are still the only global provider

• › Expansion into Russia and other European countries

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Regional Overview: UK & Ireland
Corporate Governance Services
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› State of Play

› Integration complete of Datacare and World Records › All development now done in Monahan (Ireland) › Released GEM best of both systems › Strong presence in NA & Europe weak in the UK

• › Challenges and Opportunities

› Increase market share in the UK, strong competitor in ICSA › Expand into Asia Pacific

› Integrate with other CPU products i.e. Issuer Online

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Regional Overview: UK & Ireland
IML
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• › State of Play

› Rapid expansion

› Purchased distributors in Australia, US, and Belgium › Still considered the number 1 product in the market globally › Large increase in marketing meetings › Setting up businesses in Germany and Hong Kong

• › Challenges & Opportunities

› Manage growth

› Train enough staff for expansion › Increase product development

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Regional Overview: UK & Ireland
Communication Services UK
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• › State of Play

• › New Manager appointed

› 90% of work is for registry and plans clients

› Finally have work for colour printers

• › Challenges and Opportunities

› Expand commercial work › Improved service levels

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Regional Overview: EMEA
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› South Africa

› Maintaining profitability in spite of lower Rand › Increasing market share

› Providing services to other CPU EMEA offices

› Russia

› Acquiring another 15% of NRC taking us to 80%

› Options to buy other registry businesses

› Huge opportunities to sell other CPU services like proxy and Plans

Investor & Analyst Briefing Chris Morris Head of EMEA

Question Time

13 March 2008

Investor & Analyst Briefing Computershare Limited Meeting Closed

13 March 2008