COMPUTERSHARE LIMITED. — Major Shareholding Notification 2003

Mar 16, 2003

MALLESONS STEPHEN JAQUES

156467

Confidential communication

14 March 2003

Company Announcements Office Australian Stock Exchange Limited Level 4 20 Bridge Street Sydney NSW 2000 Fax +61 2 9347 0005

Company Secretary Computershare Limited 18-62 Trenerry Crescent Abbotsford VIC 3067 Fax +61 3 9235 5600

Dear Sir/Madam

Computershare Limited - Notice of change of interests of substantial holder

Please find attached Notice of change of interests of substantial holder of Computershare Limited (Form 604 with attachments).

Yours sincerely

Susan Horan Associate (Admitted in NSW) Direct line +44 (0)20 7778 7184 Email susan horan@mallesons.com

Tim Blue Partner

London Partnership - Regulated by the Law Society of England and Wales T W Blue (Solicitor) K M Astridge (Registered Foreign Lawyer, Solicitor admitted in Australia)

6th Floor Alder Castle 10 Noble Street London EC2V 7JX England fon@mailesons.com www.mailesons.com

T +44 (0) 20 7778 7170 F +44 (0) 20 7778 7199 Page 1 of $\vert \ \vert$ 14 Mar 2003 13:00

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W21 LONDON

NOUNDT ISM

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Computershare Limited	$\mathbf{r}$	$\cdots$
ACN/ARSN	006 466 625
1. Detaile of substantial holder (1)
Name	See item 1 of Attachment A
ACN/ARSN (if applicable)	Not applicable
There was a change in the interests of the substants holder on The previous notice was given to the company on		12/3/2003 17/1/2003
The previous notice was deted		16/1/2003

1. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relovant Interest (3) In when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: See Herm 2 of Attachment A

Class of securities (4)	Previous notice		Present notice
	Parson's votes	Voting power (5)	Person's votes	Volkig power (6)

1. Changes in relevant Interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: See Item 3 of Attachment A

Dale of change	Parson whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of Becurius affected	Parson's votes alfacted

4. Present relevant Interests

Particulars of each relevant interest of the aubstantial holder in voting securities after the change are as follows: See Hern 4 of Attachment A

Holder of relevant interest	Registered holder of securities	Person entitled to be registered BB holder (6)	Nature of relevant Interest (6)	Class and number of securiles	Person's voles

$\overline{\mathbf{r}}$

CPU -- Form 604

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5. Changes in association

The persons who have become associates (2) of, caased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows: See Item 5 of Attachment A

Name and ACN/ARSN (if applicable)	Nature of association

6. Addresses

and the con-

$\mathbf{1}$ and $\mathbf{1}$

The addresses of persons named in this form are as follows: See Item 6 of Attachment A

Name	Address

Signature

See signatures included in Attachment A

print name	capacity
sign horo --------------------------------------- .	data

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of
  an equity trust), the hames could be included in an arme $(1)$ referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in caractech 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(?) of the Corporations Act 2001. $\mathbf{B}$

The voting shares of a company constitute one chase unless divided into separate casses. 11

• The person's votes divided by the total votes in the body corporate or achema multiplied by 100. $(5)$
• include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a copy of
  any document seiting out the farms of any relavant agreement, and a statemen $(a)$
• any qualification of the power of a person to axercise, control the exercise of, or influence the exercise of, the volting powers or disposal of the
  securities to which the relevant interest ralates (indicating clearly the $\left(\mathsf{b}\right)$

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, ത become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a confingency. Decain must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the parson from whom the relevant interest was acquired.

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If the substantial holder is unable to determine the identity of the penson (eg if the relevant interest arises bocause of an option) write "unknown". $(0)$

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. (9)

Attachment A to Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

Details of substantial holder

$\mathbf{1}$

المراجع والماري الأسكان وليبين The substantial holders are General Atlantic Partners, LLC, a Delaware limited liability company ("GAP"), General Atlantic Partners 76, L.P., a Delaware limited partnership ("GAP LP"), GAP Coinvestment Partners II, L.P., a Delaware limited partnership ("GAPCO II"), GapStar, LLC, a Delaware limited liability company ("GapStar"), GAPCO GmbH & Co. KG, a German limited partnership ("KG"), GAPCO Management GmbH, a German corporation ("GmbH Management"), Steven A. Denning ("Denning") and David C. Hodgson ("Hodgson", and together with GAP, GAP LP, GAPCO II, GapStar, KG, GmbH Management and Denning, the "Substantial Holders").

$\overline{2}$ Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that each Substantial Holder or an associate had a relevant interest in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities	Previous notice		Present notice
	Voting power Person's votes		Person's votes	Voting power
Ordinary shares	27.172.010	5.04%	53.000.705	9.9%

$\overline{\mathbf{3}}$ Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial bolding notice to the company or scheme are as follows:

Date of	Person whose	Nature of change	Consideration	Class and	Person's
change	relevant interest changed		given in relation to change	number of securities affected	votes affected
12/3/03	GAPLP	Acquisition of additional shares	See Annexure A	23,874, 109 ordinary ahares	23,874, 109
12/3/03	GAP	Acquisition of additional shares through GAP LP and GapStar	See Annexure A	23,874,109 ordinary shares through GAPLP and 322,859 ordinary shares through GapStar	23,874,109 322.859

CPU -- Form 604

$51/17$ $\pm 7.7$ TI97 ON WE1 FONDON NOUNCI ISM

1. $10:2:002$ $19:7$

Date of change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class and number of securities affected	Person's votes affected
12/3/03	GAPCO II	Acquisition of additional shares	See Annexure A	1,595,567 ordinary shares	1,595,567
12/3/03	GapStar	Acquisition of additional shares	See Amerure A	322,859 ordinary shares	322,859
12/3/03	KG	Acquisition of additional shares	See Annexure A	36,160 ordinary $_{\rm shers}$	36.160
12/3/03	GmbH Management	Acquisition of additional shares through KG	See Annexure A	36.160 ordinary shares through KG	36,160
12/3/03	Denning and Hodgson	Acquisition of additional shares through KG	See Annexure A	36.160 ordinary shares through KG	36,160

$\overline{\mathbf{4}}$ Present relevant interests

...... .... .......

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

$\overline{\textbf{v}}$

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of securities	Person's votes
GAPLP	GAPLP	GAPLP	GAP LP is the holder of the relevant securities.	48,989,876 ordinary shares	48,989,876
GAP	GAP LP and GanStar	GAP LP and GapStar	GAP is the general partner of GAP LP	48,989,876 ordinary	48,989,876
			and the managing member of GapStar, and controls the disposition of and right to vote associated with the ordinary shares held by GAP LP and GanStar.	shares held by GAP LP 662,509 ordinary shares held by GapStar	622,509
GAPCO II	GAPCO II	GAPCO II	$GAPCO$ II is the holder of the relevant securities. The GAP Managing Members (as hereinafter defined) control the disposition of and right to vote	3,274,117 ordinary shares	3,274,117

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ł $\mathbf i$

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Name of relevant Interest	Class and number of securities	Person's VOLCS
			associated with the ordinary shares held by GAPCO II.
GapStar	GapStar	GapStar	GapStar is the holder of the relevant securities.	662,509 ordinary shares	662.509
KG	KG	КG	KG is the holder of the relevant securities.	74.203 ordinary shares	74.203
GmbH Management	KG	KG	GmbH Management is the general partner of KG. The GAP Managing Members control the disposition of and right to vote associated with the ordinary shares held bv KG.	74,203 ordinary shares	74.203
Denning and Hodgson	KG	КG	Denning and Hodgson each hold 50% of the voting shares in GmbH Management.	74,203 ordinary shares	74.203

The GAP Managing Members are Steven A. Denning, Peter L. Bloom, Peter Curric, Mark F. Dzielga, Erik Engstrom, Klaus Esser, William E. Ford, William O. Grabe, David C. Hodgson, Braden R. Kelly, Rene M. Kern, William J. Lansing, Matthew Nimetz, Clifton S. Robbins, Franchon M. Smithson, Tom C. Tinsely, Florian Wendelstadt and John Wong

5 Changes in association

The persons who have become associates of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial bolder in relation to voting interests in the company or scheme are as follows: Not applicable

Name and ACN/ARSN (if applicable)	Nature of association

6 Addresses

$\frac{1}{2}$ . ... ..............................

The addresses of persons named in this form are as follows:

Name	Address
GAP, GAP LP, GAPCO II and GapStar	3 Pickwick Plaza, Greenwich, Connecticut 06830 USA
KG and GmbH Management	c/o General Atlantic Partners GmbH, Koenigsallee 62, 40212 Duesseldorf, Germany
GAP Managing Members (other than Messrs. Esser, Currie, Kelly, Lansing, Tinsley, Wendelstadt and Wong)	3 Pickwick Plaza, Greenwich, Connecticut 06830 USA (business address)
Mr. Esser	Koenigsallee 62, 40212, Duesseldorf, Germany (business

$\overline{\textbf{v}}$

	address)
Mr. Wendelstadt	83 Pall Mall, Sixth Floor, London SW1Y 5ES, United Kingdom (business address)
Messrs. Currie, Kelly and Lansing	228 Hamilton Avenue, Palo Alto, California 94301 USA (business address)
Mr. Tinsley	11600 Senrise Valley Drive, Reston, Virginia USA 20191 (business address)
Mr. Wong	24 Raffles Place, 29-04 Clifford Center, Singapore 048621 (business address)

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sales and the sales of

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LE Mar. 2003 13:02

13^th day of March 2003

General Atlantic Partners 76, L.P. By: General Atlantic Partners, LLC, its general partner

By: Name: Matthew Nimetz Title: A Managing Member

General Atlantic Partners, LLC

By: Matthew Nimetz Name: Title: A Managing Member

GAP Coinvestment Partners II, L.P.

By: Name: Marthew Nimetz Title: A General Partner

GapStar, LLC

By:

By: General Atlantic Partners, LLC, its managing member

Name: Matthew Nimetz A Managing Member Title:

GAPCO Gmili & Cu. KG

By: GAPCO Management GmbH, its general partner

Matthew Nimetz

Name: Tide: Managing Director

GAPCO Management GmbH

By:

By:

Name: Matthew Nimetz Title: Managing Director

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14^' N^st 2003 13:02

GENERAL
ATLANTIC PARTNERS

FORM 604
ANNEXURE A

Shares Outstanding

1099999

		44,02 06409 44,02 10785 44,02 209494 44,02 209494 4UD1.36812
idan		6900 (999 82) 000 699 000 999 987 000 987 000 987	References
	Date of Purphasing and Detail on the Links of the Purphasing To set	ESTER ESTERIES ESTERIES ESTERIES ESTERIES	ļ
	Price Par Share	NUD 2.06409 NUD 2.10785 NUD 2.064494 NUD 1.35812 NUD 1.35812
	Por Shame	ត្ត - និង - តាំង	Corp rung
	Data of Purchase	02243 002440 002450 00250 00250	Į
	Following Principles	ALD 2 154139 ALD 2.10786 ALD 2 19494 ALD 2 144756 MD13812
CAPC a Gmbh & Co KG		្ត g Ş क इ.स.	74.270
	Data of Partners	248 14243 14243 1425
	Print Print State	AUD 2.06429 AUD 2.10725 AUD 2.06481 AUD 1.35812 AUD 1.35812
K Bashari Magaci	Parishne	ត្ត មិន្តទីទី មិន្តទី	3274. II
	Calla of Purchase	MAZARA DIKARAN DIKARAN DIVISINA DIVISINA DIVISINA	T Literat
	Price Parties	AUD 2 09409 AUD 2 10785 AUD 2 09409 AUD 2 094076 NUD 1,36812
anio Pad		136,649 366,254 564,565 46,216 22,130,365	ALS DIEB ATTS
	Join of Purchase And Shares	DIELAN DIFANCI DIFANCI DIFANCI DIFANCI DIFANCI	ē

% Acquired 1986

$\frac{661\%}{2}$

$\frac{8.077}{1}$

1.9.90%

$128$

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