COMPUTERSHARE LIMITED. — Major Shareholding Notification 2004

Dec 19, 2004

20-12-04; 9:36AM;MSJ Syd

; 61 2 9296 3999

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MALLESONS STEPHEN JAQUES

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Confidential communication

17 December 2004

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

Dear Sir/Madam

Computershare Limited - Notice of change of interests of substantial holder

$\mathbf{1}$ Background

• $1.1$ On 16 November 2004 our London office was instructed by General Atlantic Partners, LLC (a Delaware limited liability company located in the United States) ("GAP") to provide the Australian Stock Exchange Limited (the "ASX") and Computershare Limited ("Computershare") with the attached Form 604 'Notice of change of interests of substantial holder' and relevant attachment (the "Notice").
• $1.2$ The Notice was faxed to the ASX and to Computershare on 16 November 2004. A copy of our cover fax and delivery confirmation is attached. We independently confirmed with Computershare that they had received the Notice. Unfortunately we did not independently confirm with the ASX that they had received the Notice.
• $1.3$ On 16 December 2004 GAP informed us that it had been brought to their attention that the Notice had not been processed by the ASX. The ASX Customer Service Officer has confirmed that the Notice had been sent to the Customer Service facsimile number rather than the Company Announcements facsimile number. The officer recommended that we re-send the Notice and other relevant materials with a covering letter.

$\overline{2}$ Request for rectification

We would be very grateful if the ASX could rectify this situation and ensure that the Notice is released to the market.

London Partnership - Regulated by the Law Society of England and Wales Resident partners - T W Blue K M Astridge 6th Floor Alder Castle 10 Noble Street London EC2V 7JX England lon@mallesons.com www.mallesons.com

T +44 (0) 20 7778 7170 F +44 (0) 20 7778 7199 Page 1 of 12

7691889 1 / < OFFICE> 000 / SCORMACK

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MALLESONS STEPHEN JAQUES

Australian Stock Exchange Limited

17 December 2004

$\overline{\mathbf{3}}$ Contacts

If you wish to discuss this letter, please do not hesitate to contact Amy Geddes (amy.geddes@mallesons.com; 612 9296 2114) or Tim Blue (tim.blue@mallesons.com; 612 9296 2395) of our Sydney office.

Yours sincerely

Ken Astridge Partner Direct line +44 (0) $\frac{1}{20}$ 7778 7185

20-12-04; 9:36AM; MSJ Syd

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Transmission Result Report (16, Nov. 2004 15:47) $ * $ $\ddot{w}$ $\dot{H}$ $\dot{H}$

$T$ $T$ $I$ MSJ LONDON

16 November 2004

File	Mode	Option	Address (Group)		Result	Page
9019	SAF_TX		$\sqrt{0061292270885}$		0K	$P \t 9/9$
			Reason for Error 1) Hang up or line fail 3) No answer		2) Busy 4) No facsimile connection
			MALLESONS STEPHEN JAQUES			55800

Confidential communication

Company Announcements Office Australian Stock Exchange Limited Level 4 20 Bridge Street Sydney NSW 2000 Fax +61 2 9227 0885

Company Secretary Computershare Limited 452 Johnston Street Abbotsford VIC 3067 $Fax + 61394152500$

Dear Sir/Madam

20-12-04; 9:36AM; MSJ Syd

;61 2 9296 3999

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MALLESONS STEPHEN JAQUES

Confidential communication

16 November 2004

Company Announcements Office Australian Stock Exchange Limited Level 4 20 Bridge Street Sydney NSW 2000 Fax +61 2 9227 0885

Company Secretary Computershare Limited 452 Johnston Street Abbotsford VIC 3067 Fax +61 3 9415 2500

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

Ben White Associate (Admitted in Victoria)) Direct line +44 (0)20 7778 7189 Email ben.white@mallesons.com

Ken Astridge Partner

London Partnership - Regulated by the Law Society of England and Wales Resident partners - T W Blue K M Astridge 6th Floor Alder Castle 10 Noble Street London EC2V 73X England lon@mallesons.com www.mallesons.com

T +44 (0) 20 7778 7170 F +44 (0) 20 7778 7199 Page 1 of T

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504 page 1/3

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Computershare Limited
ACN/ARSN	005 485 825
1. Details 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 substantial holder on	16/11/2001
The previous notice was given to the company on	14/3/2003
The previous notice was dated	13/3/2003

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 schome that the substantial holder or an associate (2) had a relevant 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 Item 2 of Attachment A

. Class of securities (4)	Previous notice ----	__	Present notica ---
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
		. .	-------
	___ .			—

3. Changes in relevant interests

Particulars of cack 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

Date of change	Person whose relevant interest changed	Nature of change (6)	Coas deration given in relation to change (7)	Class and number of sécurities affected .	Person's votes affected
				.
___	. ___	----	.	--

4. Present relevant interests

Particulars of each relevant Interest of the substantial holder in voting securities after the change are as follows: See item 4 of Aftachment A

Holder of relovant interest	Registered halder of securities	Porson entitled to be registered as nolder (8)	Naturo of relovant interest (B) ------	Class and number of sacurities	Person's votes
				--------
	1.111 BALLA	---

$271491(4)$

604 page 2/2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased 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 tollows: See item 5 of Attachment A

Name and ACN/ARSN (i applicable) ----	_____ Nature of association $\mathbf{m}$
.
.	____

6. Addresses

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

. __ Namo --	--- __ Address $\overline{\phantom{a}}$ -------
---	. __ _ ___
$\sim$ $ -$	------ . - - — _________

Signature

See signatures included in Attachment A

capacity

date $\overline{I}$ $\overline{1}$

prof name sion here

NIRECTIONS

• 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 names could be included in an amex $(1)$ paragraph 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(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The porson's votes divided by the total votes in the body corporate or scheme multiplied by 100. $\left( 5\right)$
• $\left( 0 \right)$ Include details of:
• any relevant agreement or other circumstances bocause of which the change in relevant interest occurred. It subsection 671B(4) applies, a copy of $\left( n\right)$ any document setting out the larms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement cartiving this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(1)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relovant 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 refevant interest was acquired has, or may, $(7)$ become entitied to recorve in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a comingency. Details 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 person from whom the relavant interest was acquired.

if the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown". $(3)$

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

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604 page 1/8

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

$\mathbf{1}$ 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 Demning, 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
	Person's votes	Voting power	Person's votes	Voting power
Ordinary shares	53,000,705	9.9%	38,000.705	$6.8\%$

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 holding notice to the company or scheme are as follows:

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
15/11/04	GAPLP	Disposal of shares	See Annexure A	13,864,875 ordinary shares	13,864,875
15/11/04	GAP	Disposal of shares through GAP LP and GapStar	See Annexure A	13,864,875 ordinary shares through GAP LP and 187,500 ordinary shares through GapStar	13,864.875 187.500

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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
15/11/04	GAPCO II	Disposal of shares	See Annexure A	926,625 ordinary shares	926,625
15/11/04	GapStar	Disposal of shares	See Annexure A	187,500 ordinary shares.	187,500
15/11/04	KG	Disposal of shares	See Annexure A	21.000 ordinary shares	21,000
15/11/04	GmbH Management	Disposal of shares through KG	See Annexure A	21,000 ordinary shares through KG	21.000
15/11/04	Denning and Hodgson	Disposal of shares through KG	See Annexure A	21.000 ordinary shares through KG	21,000

Present relevant interests $\overline{4}$

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

Holder of relevant interest.	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of sceurities	Person's votes
GAPLP	GAPLP	GAP LP	GAP LP is the holder of the relevant securities.	35,125,002 ordinary shares	35,125,002
GAP	GAP I P and GapStar	GAP LP and GapStar	GAP is the general partner of GAP LP 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 GapStar.	35,125,002 ordinary shares held by GAP LP and 475,009 ordinary shares held by GapStar	35,125,002 475,009
GAPCO II	GAPCO II	GAPCO II	$GAPCO$ $\Pi$ is the holder of the relevant securities. The GAP Managing Members (as hereinafter defined) control the d sposition of and right to vote associated with the ordinary shares	2,347, 492 ordinary shares	2,347,492

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
			held by GAPCO II.
GapStar	GapStar	GapStar	GapStar is the holder of the relevant securities.	475,009 ordinary shares	475,009
KG.	KG	KG	KG is the holder of the relevant securities.	53,202 ordinary shares	53,202
GmbH Management	ΚG	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 by KG.	53,202 ordinary shares	53,202
Denning and Hodgson	ΚG	KG	Denning and Hodgson each hold 50% of the voting shares in GmbH Management.	53,202 ordinary shares	53,202

The GAP Managing Members are Steven A. Denning, Peter L. Bloom, Mark F. Dzialga, Klaus Esser, Vince Feng, William E. Ford, William O. Grabe, Abhay Havaldar, David C. Hodgson, Braden R. Kelly, Renc M. Kern, Marc F. McMorris, Matthew Nimetz, Franchon M. Smithson, Tom C. Tinsloy, Philip P. Trahanas and Florian Wendelstadt.

Changes in association $\bar{\mathbf{5}}$

The persons who have become associates of, ceased 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: Not applicable

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

6 Addresses

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, Feng, Havaldar, Kelly, Tinsley and Wendelstadt)	3 Pickwick Plaza, Greenwich, Connecticut 06830 USA (business address)
Mr. Esser	Koenigsallee 62, 40212, Duesseldorf, Germany (business address)

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Mr. Wendelstadt	83 Pall Mall, Sixth Floor, London SWIY 5ES, United Kingdom (business address)
Mr. Kelly	228 Hamilton Avenue, Palo Alto, California 94301 USA (business address)
Mr. Tinsley	2401 Pennsylvania Avenue, N.W., Washington, D.C. 20037 (business address)
Mr. Feng	18F One International Finance Ctr., 1 Harbour View Street, Central Hong Kong (business address)
Mr. Havaldar	Room 222, The Taj Mahal Hotel, Apollo Bunder, Mumbai 400 001. India (business address)

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15^th day of November 2004

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

$B_{y}$ $\overline{\mathbf{Name:}}$ Matthew Nimetz

Title: A Managing Member

General Atlantic Partners, LLC

$Bv$ Matthew Nimetz Name:

Title: A Managing Member

GAP Coinvestment Partners II, L.P.

By: Name: Matthew Nimetz Title: A General Partner

GapStar, LLC By: General Atlantic Partners, LLC, its managing member

$B_y$ Name: Matthew Nimetz

Tide: A Managing Member

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

$By$

Name: Matthew Nimetz Title: Managing Director

GAPCO Management GmbH

By:

Name: Matthew Nimetz Title: Managing Director

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$\ddagger$ $\frac{1}{2}$ $\frac{1}{2}$

Steven Denning

Dzkid C. Hodgson