COMPUTERSHARE LIMITED. — Major Shareholding Notification 2003

Jan 16, 2003

PRICEWATERHOUSECOOPERS LEGAL

Fax cover sheet

To.	Announcements Office
Company:	Australian Stock Exchange Limited
Fax No :	1300300021
From:	Andrew Wheeler
Return fax number:	61 2 8266 6999
Date:	17 January 2003
Pages:	9 (incl. this page)

PricewaterhouseCoopers Legal Lawyers ABN 54997475416 Darling Park Tower 2 201 Sussex Street GPO Box 427 Sydney NSW 2001 DX 254 Sydney Australia

Telephone 61 2 8266 6666 Facsimile 61 2 8266 6999 www.pwclegal.com.au

Out Ref AAW: Your Ref

If this fax is incomplete or illegible please telephone 61 2 8266 6666

The information contained in this fax transmission is strictly confidential and may be legally privileged. It is intended solely for the named addressee. The copying or distribution of this communication or any information contained in it by anyone other than the addressee is prohibited. If you have received this document in error, please let us know by telephone and then return it by mail to the address above. We shall refund your costs of doing so.

Computershare Limited - Notice of Initial Substantial Holder

Dear Sir/Madam

Please find attached Notice of Initial Substantial Holder in Computershare Limited.

Yours faithfully

ومعدلين

Andrew Wheeler Senior Associate Corporate & Commercial andrew.wheeler@pwclegal.com.au Direct phone 8266 6401

Liability limited by the Solicitors Scheme, approved under the Professional Standards Act 1994 (NSW)

g:\data\word97\c&c\aaw\aaw30}17.001a.doc 17 Jan, 2003 (11:22)

603 page 1/2 15 July 2001

$\downarrow$ - $\downarrow$

			Corporations Act 2001 Section 6718
		Notice of initial substantial holder
	Io_ Company Name/Scheme	Computershare Limited
ACN/ARSN		005 485 825
	t. Details of substantial holder (1)
Name	ACN/ARSN (If applicable)	See Item 1 of Attachment A Not applicable
	The holder became a substantial holder on
	-2. Details of volting power The total number of votes studied to all the voting shares in the company or voting intensits in the substantial material indices or an associate (2) had a relevant interest (3) in on the date the substantial halder becam
	Class of securities (4)	Number of securities	Person's votes (5)		Voling power (6)
	noterate as follows: See Item 3 of Attachment A Holder of relevant Interast,	Neare of relevant interest (7)			The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial Class and number of securities
	4. Datalis of present registered holders The persons registered as holders of the securities referred to in jaragraph 3 above are as follows: See Item 4 of Attachment A
	Holder of relevant intelest	Registered holder of se un ties	Person entitled to be registered as holder (8)		Class and number of securities
5. Consideration	substantial holder is as to thous: See Item 5 of Attachment A				The consideration paid for each relevant interest referred to in persprayh 3 above, and acquired in the four months prior to the day that the substantial holder became a
	Holder of relevant Interest	Date of acquisition	Consid-sation (9)		Class and number of securities
	$\mathbf{r}=\mathbf{q}$		TO IN	Nan cash

$\mathcal{K}(\mathbb{R}^d)$

$\hat{\boldsymbol{\theta}}$

$\hat{\mathcal{Y}}$

l.

$\ddot{\phantom{0}}$

$\sim$

$\varphi\in\mathcal{P}$

$\mathcal{A}$

$\sim$ $\sim$

$\mathcal{A}^{\mathcal{A}}$

$\bar{\beta}$

$\sim$ $\sim$

$\ddot{\phantom{a}}$

$\hat{\theta}$

$\ddot{\phantom{a}}$

$\bar{\beta}$

FRON-PWCLEGAL

$\epsilon$ $\sim$

$\bar{\beta}$

12000600610-01 66:11 60' TI MAL

$\cdot$ $\overline{\phantom{a}}$

8. Associates The reasons the persons named in peragraph 3 above are associates of the substantial holder are as lollows: See Item 6 of Attachment A Name and ACN/ARSN (if applicable) Nature of association 7. Addresses The addresses of persons named in this form are as follows: See Item 7 of Attachment A Name Address $\bar{z}$ Signature See signatures included in Attachment A orint name cspacity sign here $\prime$ date $\mathcal{L}_{\mathcal{L}}$ 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 tustee of an
equity trust, the names could be included in an energ $\left( 1\right)$ form. $\mathbf{z}$ See the definition of "associate" in section 9 of the Corporations Act 2001. See the definition of "referent Interest" in sections 608 and 6718(7) of the Corporations Act 2001. m $\langle 4 \rangle$ The voting shares of a company constitute one class unless divided into separate classes. 働 The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an executate has a referent Interest in 傅 The person's votes divided by the total votes in the body corporate or scheme multiplied by 10th σ. Include details of: any relevant agreement or other chromstances by which the relevant interest was anguled. If subsection 571B(4) applies, a copy of any document setting out
the terms of any relevant agreement, and a statement by the person ω any qualification of the power of a parson to exercice, control the exercice of, or influence the carecise of, the voting powers or disposal of the cocurities to $\bullet$ which the relevant interest relates (indicating dearly the particular securities to which the qualification applies). See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. 鸺 If the substantial holder is unable to determine the identity of the person (eg. If the relevent interest arises because of an option) wille "untruwn". Details of the consideration must include any and all benefits, money and other, that any person from wholm a televant laterest was acquired has, or may, become
entitled to receive in relation to that acquisition. Details $\boldsymbol{\mathfrak{m}}$ the relevant interest was acquited.

$\mathbf{r}$

Attachment A to Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder

1. Details of substantial holder

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").

Details of voting power

2.

3.

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 on the date that Substantial Holder became a substantial holder are as follows:

Class of securities	Number of securities .	-------- --- Person's votes	Voting power
____ Ordinary shares .	ヘウ .172.010 . -----------	____ -17 .172.010 11.1.1.0 ----	/172.010 27 ---- .

Details of relevant interests

The nature of the relevant interest that each Substantial Holder or an associate had in the following voting securities on the date the Substantial Holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest	Class and number of securities
GAPLP	GAP LP is the holder of the relevant securities.	25,115,767 ordinary shares
GAP	GAP is the general partner of GAP LP and the managing member of GapStar, and controls the disposition of and	25,115,767 ordinary shares held by GAP LP 339,650 ordinary shares held by
	right to vote associated with the ordinary shares held by GAP LP and GapStar.	GapStar
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 associated with the ordinary shares held by GAPCO II.	1.678,550 ordinary shares
GapStar	GapStar is the holder of the relevant securities.	339,650 ordinary shares
ΚG	KG is the holder of the relevant securities.	38,043 ordinary shares

Holder of relevant interest	Nature of relevant interest	Class and number of securities
GrabH Management	GmbH Management is the general partner of KC. The GAP Managing Members control the disposition of and right to vote associated with the ordinary shares held by KG.	38,043 ordinary shares
Denning and Hodgson	Denning and Hodgson each hold 50% of the voting shares in GmbH Management.	38,043 ordinary shares

$\ddot{ }$ Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Class and number of securities
GAPLP	GAPLP	GAPLP	25,115,767 ordinary shares
GAP	GAP LP and GapStar	GAP LP and GapStar	25.115.767 ordinary shares held by Gap LP 339,650 ordinary shares held by GapStar
GAPCO II	CAPCO II	GAPCO II	1.678.550 ordinary shares
GapStar	GapStar	GapStar	339,650 ordinary shares
$\overline{\rm{ra}}$	ΤŌ	πσ	38,043 ordinary shares
CmbH Management	KG	$\overline{\text{KG}}$	38,043 ordinary shares
Denning and Hodgson	KG	KG	38,043 ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as set out in Annexure A to this Attachment.

Associates

The reason why the persons named in paragraph 3 above are associates of the Substantial Holders is as follows:

GAP is the general partner of GAP LP and the managing member of GapStar. Steven A. Denning, Peter L. Bloom, Peter Currie, Mark F. Dzialga, Brik 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 are the managing members of GAP (collectively, the "GAP

$\overline{2}$

6.

Managing Members"). The GAP Managing Members (other than Mr. Esser) are the general partners of GAPCO II. GmbH Management is the general partner of KG. The managing directors of GmbH Management are Steven A. Denning, David C. Hodgson, Klaus Esser and Matthew Nimetz. Steven A. Denning and David C. Hodgson are the shareholders of GmbH Management, but as a result of an understanding among the GAP Managing Members, the GAP Managing Members are authorized and empowered to vote and dispose of the shares held by KG.

By virtue of the fact that (i) the GAP Managing Members are the managing members of GAP and GAP is the general partner of GAP LP and the managing member of GapStar, (ii) the GAP Managing Members (other than Mr. Esser) are also the general partners authorized and empowered to vote and dispose of the shares held by GAPCO II and (iii) the GAP Managing Members are authorized and empowered to vote and dispose of the shares held by KG, the Substantial Holders may be deemed to share voting power and the power to direct the disposition of the shares which each Substantial Holder owns of record. GAP and the GAP Managing Members may, from time to time, consult among themselves and coordinate the voting and disposition of the shares, as well as such other action taken on behalf of the Substantial Holders with respect to the shares as they deem to be in the collective interest of the Substantial Holders.

Addresses

7.

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

GAP, GAP LP, GAPCO II and GapStar are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830 USA. KG and GmbH Management are located c/o General Atlantic Partners GmbH, Koenigsallee 62, 40212 Duesseldorf, Germany. The business address of each of the GAP Managing Members (other than Messrs. Esser, Currie, Kelly, Lansing, Wendelstadt and Wong) is 3 Pickwick Plaza, Greenwich, Connecticut 06830 USA. The business address of Mr. Esser is Koenigsallee 62, 40212, Duesseldorf, Germany. The business address of Mr. Wendelstadt is 83 Pall Mall, Sixth Floor, London SW1Y 5ES, United Kingdom. The business address of Messrs. Currie, Kelly and Lansing is 228 Hamilton Avenue, Palo Alto, California 94301 USA. The business address of Mr. Wong is 24 Raffles Place, 29-04 Clifford Center, Singapore 048621.

[Remainder of page intentionally left blank]

K^T day of January, 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: Namo: Matthow Nimetz Title: A Managing Member

GAP Coinvestment Partners II, L.P.

$B$ y Name: Matthew Nimetz Title. A General Partner

Gapeter, LLC

$\overline{z}$

By: General Atlantic Partners, LLC, its managing member

By: Name: Matthew Nimetz Title: A Managing Member

GAPCO GmbH & Co. KG By: GAPCO Management GrabH, its general partner

By: Name: Matthew Nimerz

• Title: Managing Director

GAPCO Management GmbH

Ву: Name: Matthew Nimetz

Title: Managing Director

161-7 00\70.9 088-T

$\overline{\mathbf{4}}$

$\epsilon$ Steven A. Denning David C. Hodgson

$\sqrt{5}$

$\bar{z}$

$\bar{z}$

$\sim$ $\bar{\mathbb{C}}$ $\sim$ $\sim$ $\sim$ $\sim$ $\hat{\mathcal{A}}$

$\hat{\varphi}(\vec{r})$

$\mathcal{L}$

		医生物性蛋白酶 半角膜 医黄连状腺 医乳头病 化分析法	(地震の) (の) (数数)		THE SHEET		BASE			i. H			1、 电电子调整 计数据 医神经病
j			百書		Rhas Pa	o Maria		is Nati			医囊蛋	İ
ļ	But Share	Photos Start	Aliana	医特罗二	j		Sectional	j	t ij Albert	tor Sherm	į		For Shares	人名里 i S
ion Me	iki.		terres.		2212301	Russia		eziazon.				Section		WALEIZ
	58.58	NJD2.2130	s S		10022130	CAN SHOP	ę	NUD 22130					180,000 304,300	NJ22130
		NJE1224835	Cariera		WASS CITY	mens N	ξ	AND 22 BASE					150,000	ND224RS
		ALUZ ZAKA	ashta S		HOSTSCHN	电压度		AUDI 2,26346					1,000,000	ALCORAGE
	107388 3.747388 1.85888	N.D.2.25T	anna	ងឧកន៍៥ខេត្ត ត្រូវ ត្រូវទូចខិត្តនិង	HOSS 2015	3년 822 정치 922 정치 922	ន្តិទីក្តីនិន្ត	un 22an				001322 0011092 00110922	5,000,000	Augustan
		NJD21993	ter S		102188			NJO 21802				ලෝ සඳ ශ්රක	病源	UD2.1805
	403.412	ALID 22023	10200		AUDIZ 2003			NJO 22023					e S
	ឆ្នង ឆ្នង ឆ្នង	2021881 2021788 2021788 2021878	08/23/02 09/23/02 09/28/02		1986-2001	waana		AUD 2.18381				CAPTAIC	$\frac{170000}{200000}$	N.D2.2023
					AUDILITY	地名法	ą	AUD 2.175X				092402 092200 092300
	187,986			ää	AUD 219755 AUD 2.1750	Maska Mooks	288	AUD 21730					186,000	ALD217902
	40,30	AUD 2.2184			10221941			AUD 2.1976 NUTORISM					Record
	ब व		1986 1986 1986 1988	ង្គីនីងដូន ខ្លឹមស្តីបន្ថ		1988 1988 1989 1989		UJD 2.8830				19/01/02	170,000	NJD221B41
	54.38	AUD E26000 AUD E26006 AUD E26208			AUD 2.2590 AUD 2.2596		총중	NJJ 22535				100000	医肝	10022000
	前点				MOS CON			UD21239				DRASH DRASH DRASH DRASH	381.097 1913.097	102233
		AUD 22015			Ralist Curr			UD 2503						SSIRE ZENT 高兴
	1,940,877 T.940,877	AUD 22632	101408	23,86	102252		ត្តនិន	U.O. 225320					204期	ARCZSKO
	548,548	AUD 22104	Bathol	$\frac{1}{2}$	AND 2.21042			UD 2.ITCHZ					550,000	20122017
		AUD 22875	10210	es S	UD 2,2657		្មី	VUD 22207						AUDICIDAE
		NJO 22821	110110		usted 1		툪	UD2.5RI					1004.482	H2222014
a a a sa sa sa sa sa sa sa Ka ka sa sa sa sa sa sa sa sa Ka ka sa sa sa sa sa sa sa sa sa sa	ε 大学 (1985年) 大学 (1985年) 大学 (1985年)		2114명 2114명 2114명							こき取		102182 110182 211383
		NUD2.00046		e S	ALAD R. DISONE	Sarant	488 *	HEIZ KON	ESSE France France		ATL93 200000	计时间	110.00	4102.00040
nus es MARK	694,000	AUDITACIO 4002012		風観灯	ALD 2 DECK	201503 Primer		ND2.1628 ND2.16127		i i i	NJD 2.08239	网络阿尔	网络树
					ALID 206127						NUD 2.05127	SKATE	医抗原	AUD20239
3	125,115,767	AUD 2,26000	Idd	1,678,690	ALD 2 23697	let - -	38.043	PRISTED CITY	Total	333,650	AUD DURET	Teta I		37.172.010 JUD223887

(1) - Represents internal realiocation at cost between General Attantic Partners 78, L.P. and GapStar, L.L.C.

161-4 60/60.9 688-T

$\mathcal{L}$

12000600610-01 36:11 60' TI MAL

bony way, at 80) adj oo ah - 1 Amerika
0002917 Yaugu L

commany for DAR : Comman