COMPUTERSHARE LIMITED. — Merger & Acquisition 2004

Feb 1, 2004

MARKET ANNOUNCEMENT

Melbourne, Australia, 2 February 2004

Computershare Limited (ASX:CPU) today announced that it is entering the Indian securities and mutual fund registry market through the purchase of a 50% share in India's leading securities and mutual fund registry business, owned and operated by Karvy Consultants Limited (Karvy). The transaction is subject to conditions that are expected to be satisfied shortly.

Karvy's existing registry business will be renamed Karvy Computershare Private Limited and will be owned 50:50 by Karvy and Computershare.

The cost to Computershare of its 50% interest in the venture is approximately AUD 10 million.

Stuart Crosby, Computershare's Asia Pacific Managing Director, said that Computershare was excited by the opportunities offered by the Indian market and the partnership with Karvy.

"Karvy is the leading provider of share and mutual fund transfer agency services in the Indian market, managing over 16 million share and mutual fund holder accounts", he said. "It has excellent entrepreneurial management who have built a strong and highly successful group of businesses. Among its clients are many of India's leading issuers, including the Reliance group, Infosys, Morgan Stanley, IDBI, and many prominent public sector undertakings.

"The Indian securities market infrastructure and regulatory environment have developed very rapidly over the past few years and provide an excellent environment in which to offer Computershare services. The equities markets are undergoing rapid growth, with a significant number of large IPOs in the pipeline. As well, the rapid internationalisation of the Indian economy offers outstanding opportunities to showcase Computershare's global capabilities".

Karvy founder, Managing Director and Chairman, Mr C Parthasarathy said "We look forward to a partnership with a global share registry business leader which has a similar profile of entrepreneurship and is a market leader in many of the geographies that it is present in. We do believe that with this partnership, Karvy Computershare will be able to offer a larger service portfolio to its foreign multinational as well as Indian multinational clients.

He said that this arrangement with Computershare Limited would throw up new opportunities for cross border transactions and also help the Indian securities market benefit from the Computershare technologies available in different parts of the world.

For further details please contact:

Stuart Crosby Group Managing Director, Asia Pacific Computershare Limited +613 9611 5815 +614 0737 7274

About Computershare Limited (CPU)

Computershare (ASX: CPU) is one of the world's leading financial services and technology providers to the global securities industry, providing services and solutions to listed companies, investors, employees, exchanges and other financial institutions.

With a unique range of integrated services, Computershare provides specialised records management for company share registers and employee share and stock option plans, document design and communication, strategic investor relations and market intelligence, and a variety of sophisticated trading technologies for financial markets.

Computershare is the largest and only provider of global shareholder and employee management services with more than 60 million shareholder accounts for over 7,000 corporations across ten countries on five continents. Founded in Australia, Computershare today employs more than 6,000 people worldwide. Additional information may be found at www.computershare.com

Karvy Computershare Business Overview

2 February 2004

Karvy Computershare Presentation

• Joint venture overview
• Client base
• Key strengths & fit with Computershare
• Indian market metrics

Joint venture overview

• Karvy Consultants Limited is leading Indian equity and mutual funds transfer agency business
• CPU acquiring 50% stake in TA business
• Joint venture company to be named Karvy Computershare Private Limited
• 50:50 ownership between KCL and Computershare
• Computershare investment (approx AUD 10M) funded from available cash resources
• Computershare will consolidate

Computershare Karvy

• Based in Hyderabad
• Representation in Bangalore, Mumbai, Chennai, Calcutta, all other major Indian centres
• Equities registry:
• largest provider of outsourced registry services in India with 40% market share
• rated 'most admired Indian registrar'
• 205 clients/16 million holders
• Mutual Funds registry
• One of two top providers of mutual fund registry services in India with 30% market share

Key strengths & fit with Computershare

Indian market metrics

Equities clients include

• Reliance Group
• Infosys
• $-IOCL$
• Bank of Baroda
• Bharati
• $-$ IDBI
• UTI Bank

Other major equities registrars:

• $-$ MCS (30% market share)
• Tata Share Registries
• $-$ In house

Mutual fund clients include

• Morgan Stanley
• Principal
• Deutsche
• $UTI$
• Reliance
• $-IL8FS$

Other major mutual fund registrars:

• CAMS (60% market share)