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COMPUTERSHARE LIMITED. Interim / Quarterly Report 2008

Feb 12, 2008

64696_rns_2008-02-12_94ae58f6-3152-495e-b4fa-abea17d09104.pdf

Interim / Quarterly Report

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ASX PRELIMINARY HALF-YEAR REPORT

Computershare Limited

ABN 71 005 485 825

31 December 2007

Lodged with the ASX under Listing Rule 4.2A.3.

This information should be read in conjunction with the 30 June 2007 Annual Report.

Contents

Results for announcement to the market_(Appendix 4D item 2)_ 2
Half-year report_(ASX Listing rule 4.2A1)_ 3
Supplementary Appendix 4D information_(Appendix 4D items 3 to 9)_ 27
Corporate Directory 29

This half-year report covers the consolidated entity consisting of Computershare Limited and its controlled entities. The financial report is presented in United States dollars.

  • 1 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 December 2007 (Previous corresponding period half-year ended 31 December 2006) RESULTS FOR ANNOUNCEMENT TO THE MARKET

US$
‘000s
Revenue from ordinary activities
(Appendix 4D item 2.1)
up 13.4% to 783,703
Profit/(loss) from ordinary activities after tax
attributable to members
(Appendix 4D item 2.2)
up 29.8% to 154,934
Net profit/(loss) for the period attributable to
members up 29.8% to 154,934
(Appendix 4D item 2.3)
Dividends Amount per security Franked amount per
(Appendix 4D item 2.4) security
Final dividend_(prior year)_ AU 9.0 cents Nil
Interim dividend AU 10.0 cents 20.0%

Record date for determining entitlements to the interim dividend 3 March 2008. (Appendix 4D item 2.5)

Explanation of Revenue (Appendix 4D item 2.6)

Total revenue for the half-year is $783,702,638 an increase of 13.4% over the last corresponding period. The increase in revenue is from the Asia Pacific and Europe regions which benefited from strong corporate action activities and increased margin income. The margin income increase is predominantly due to higher client cash balances and higher interest rate levels.

Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4D item 2.6)

The current half-year EBITDA result is $258,315,830 including significant items, an increase of 29.8% from the prior year. Net profit after tax attributable to members is $154,934,096 an increase of 29.8% from the prior year. The increase is primarily driven by strong corporate action revenue, higher client cash balances, favourable interest rate levels and improved margins.

The Group’s effective tax rate is 28.0% for the half-year ended 31 December 2007. The Group’s effective tax rate for the comparative six month period was 26.7%.

Gross margins have increased half-year on half-year primarily due to the increase in revenues and margins as noted above.

Explanation of Net Profit/(loss) (Appendix 4D item 2.6)

Please refer above.

Explanation of Dividends (Appendix 4D item2.6)

The company has announced an interim dividend for the 2007/08 financial year of AU 10.0 cents per share. This dividend is franked to 20.0%.

  • 2 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES

INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 December 2007

Contents
Directors’ report 4
Auditor’s independence declaration 7
Consolidated income statement 8
Consolidated balance sheet 9
Consolidated statement of changes in equity 10
Consolidated cashflow statement 11
Notes to the consolidated financial statements 12
Directors’ declaration 23
Statement to the Board of Directors 24
Independent auditor’s review report to the members 25

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2007 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 .

  • 3 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT

The Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the financial half-year ended 31 December 2007.

DIRECTORS

The names of the directors of the Company in office during the whole of the half-year and up to the date of this report, unless otherwise indicated, are:

Non-executive Simon David Jones Dr Markus Kerber Arthur Leslie Owen Anthony Norman Wales William E Ford Resigned 28 September 2007 Alexander Stuart Murdoch Resigned 14 November 2007 Philip Daniel DeFeo Deceased 29 November 2007 Executive Christopher J Morris Executive Chairman William Stuart Crosby Managing Director and Chief Executive Officer Penelope Jane Maclagan

PRINCIPAL ACTIVITIES

The principal activities of the consolidated entity during the course of the half-year were the operation of Investor Services, Plan Services, Communication Services (formerly Document Services), Stakeholder Relationship Management Services and Technology Services.

  • The Investor Services operations comprise the provision of share registry and related services.

  • • The Plan Services operations comprise the provision and management of employee share and option plans.

  • The Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery.

  • The Stakeholder Relationship Management Services Group provide investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.

  • Technology Services include the provision of software specializing in share registry and financial services.

Specific Computershare subsidiaries are registered securities transfer agents. In addition, certain subsidiaries are Trust companies whose charters include the power to accept deposits, primarily acting as an escrow and paying agent on behalf of customers. In certain jurisdictions the Group is subject to regulation by various federal, provincial and state agencies and undergoes periodic examinations by those regulatory agencies.

REVIEW OF OPERATIONS

Basic earnings per share have increased 36.6% to 27.20 cents. The Group has recorded an operating profit before tax of $220.0 million for the half-year ended 31 December 2007 (2006: $168.0 million). Total revenue has increased 13.4 % to $783.7 million (2006: $691.0 million) and operating cash flows have increased 50.0 % to $206.2 million (2006: $137.5 million).

The management adjusted net profit after tax (being net profit after adjusting for after tax adjustments for individually significant items, refer note 2) for the half-year ended 31 December 2007 was $155.8 million (2006: 107.0 million).

The result for the six months to 31 December 2007 reflects the improved performances in the Asia Pacific and Europe regions, strong corporate action revenues, higher client cash balances, favourable interest rate levels on a comparative basis and improved margins.

  • 4 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT

The following significant changes in the nature of the activities of the consolidated entity occurred during the half-year:

  • a) On 4 July 2007, Computershare acquired Datacare Software Group Limited based in Ireland, a supplier of entity management and subsidiary governance software.

  • b) On 24 July 2007, Computershare acquired the transfer agency business of UMB Bank based in Kansas City, USA.

  • c) On 8 October 2007, Computershare acquired Restricted Stock Systems, Inc. based in the United States, which provides officers, directors and affiliates of public companies (“insiders”) a software solution when buying or selling company securities.

  • d) On 18 October 2007, Computershare acquired Administar Services Group LLC based in the United States, which provides administration services related to the settlement of securities and consumer class action litigation as well as Chapter 11 bankruptcy litigation.

  • e) At 31 December 2007, Computershare held an equity investment of 31.7% in VEM Aktienbank AG (VEM). VEM is a corporate actions bank listed on the regulated market of the Munich Securities Exchange and traded on the open market of the Frankfurt Stock Exchange. This holding was acquired on-market over a seven month period to December 2007.

CONSOLIDATED PROFIT

The consolidated profit of the consolidated entity for the half-year was $154.9 million after deducting income tax and minority interests.

DIVIDENDS

The following dividends of the consolidated entity have been paid, declared or recommended since the end of the preceding financial year:

Ordinary shares

  • A final dividend in respect of the year ended 30 June 2007 was declared on 15 August 2007 and paid on 21 September 2007. This was an ordinary dividend of AU 9.0 cents per share unfranked (US 7.8 cents per share), amounting to AU $51,638,553 (US $44,752,777).

  • An interim ordinary dividend declared by the directors of the Company in respect of the current financial year, to be paid on 25 March 2008, of AU 10.0 cents per share, franked to 20.0% and amounting to AU $55,565,406 based on shares on issue as at 31 December 2007. The dividend was not declared until 13 February 2008 and accordingly no provision has been recognised at 31 December 2007.

OTHER INFORMATION

On-market ordinary share buy-back program

On 18 October 2007, Computershare completed the on-market buy-back program as the total number of shares bought back and cancelled was 45 million. The total cost of the buy-back program was AU$445.8 million with an average price of AU$9.91 and a price range from AU $8.52 to AU$11.00.

Acquisitions post 31 December 2007

On 16 November 2007, Computershare entered into an agreement with the VEM founders to acquire their combined 30.2% stake and also received irrevocable undertakings from other VEM shareholders to acquire a further 8.6% (with an acceptance period ending 15 February 2008). These agreements were subject to regulatory conditions precedent which were not met as at 31 December 2007. The regulatory conditions were satisfied on 17 January 2008. As at 8 February 2008, Computershare held 89.4% of the issued shares in VEM.

  • 5 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT

On 6 February 2008, Computershare announced that it intends to make a cash offer for all of the shares in QM Technologies Limited at a price of AU$3.40 per share. The offer is subject to various conditions, including a minimum acceptance of 90% and Australian Competition & Consumer Commission approval. The offer values QM Technologies Limited’s ordinary equity at approximately AU $153 million.

ROUNDING OF AMOUNTS

The parent entity is a company of the kind specified in Australian Securities and Investments Commission Class Order 98/0100. In accordance with that class order, amounts in the consolidated financial statements and the Directors’ Report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise.

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the auditor’s signed independence declaration as required under section 307C of the Corporations Act 2001 is provided immediately after this report.

Signed in accordance with a resolution of the Directors.

==> picture [186 x 24] intentionally omitted <==

==> picture [117 x 44] intentionally omitted <==

C.J. Morris, Executive Chairman

W.S. Crosby, Director

13 February 2008

  • 6 -

PricewaterhouseCoopers ABN 52 780 433 757

Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website:www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999

Auditor’s independence declaration

As lead auditor for the review of Computershare Limited for the half-year ended 31 December 2007, I declare that to the best of my knowledge and belief, there have been:

  • a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • b) no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Computershare Limited and the entities it controlled during the period.

==> picture [135 x 49] intentionally omitted <==

Simon Gray Partner PricewaterhouseCoopers

Melbourne 13 February 2008

Liability limited by a scheme approved under Professional Standards Legislation

  • 7 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED INCOME STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

Note
Revenues from continuing operations
Sales revenue
Other revenue
Total revenue from continuing operations
Other income
Expenses
Direct services
Technology services
Corporate services
Finance costs
Total expenses
Share of net profit/(loss) of associates and joint ventures
accounted for using the equity method
Profit/(loss) before related income tax expense
Income tax expense
3
Profit for the half-year
Profit attributable to minority interests
Profit attributable to members of the parent entity
Basic earnings per share (cents per share)
8
Diluted earnings per share (cents per share)
8
Half-year
2007
2006
US $000
US $000
779,753
687,864
3,950
3,121
783,703
690,985
6,751
12,894
446,466
437,038
78,404
68,265
26,516
15,686
20,652
15,896
572,038
536,885
1,566
1,030
219,982
168,024
61,552
44,784
158,430
123,240
3,496
3,895
154,934
119,345
27.20
19.91
27.08
19.90

The above income statements should be read in conjunction with the accompanying notes.

  • 8 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2007

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2007
31 December 2007 30 June 2007
US $000 US $000
CURRENT ASSETS
Cash assets 108,041 86,801
Receivables 208,196 225,714
Available-for-sale financial assets at fair value 1,225 1,294
Other financial assets 27,148 25,768
Inventories 6,852 8,536
Current tax assets 341 360
Derivative financial instruments 307 -
Other current assets 17,653 20,418
Total Current Assets 369,763 368,891
NON-CURRENT ASSETS
Receivables 10,285 8,872
Investments accounted for using the equity method 36,892 16,101
Available-for-sale financial assets at fair value 6,498 5,186
Property, plant & equipment 88,492 79,512
Deferred tax assets 62,119 56,756
Derivative financial instruments 20,347 1,719
Intangibles 1,294,244 1,197,345
Other 1,916 733
Total Non-Current Assets 1,520,793 1,366,224
Total Assets 1,890,556 1,735,115
CURRENT LIABILITIES
Payables 248,135 260,410
Interest bearing liabilities 1,210 1,151
Current tax liabilities 26,452 21,307
Provisions 31,985 34,676
Derivative financial instruments 242 1,364
Deferred consideration 24,947 19,643
Total Current Liabilities 332,971 338,551
NON-CURRENT LIABILITIES
Payables 1,732 5,476
Interest bearing liabilities 746,163 433,948
Deferred tax liabilities 45,933 17,921
Provisions 54,197 54,260
Derivative financial instruments 977 25,317
Deferred consideration 18,219 19,501
Other 7,633 7,567
Total Non-Current Liabilities 874,854 563,990
Total Liabilities 1,207,825 902,541
NET ASSETS 682,731 832,574
EQUITY
Parent entity interest
Contributed equity - ordinary shares 38,299 344,541
Reserves 109,483 63,894
Retained profits 524,840 414,658
Total parent entity interest 672,622 823,093
Minority interest 10,109 9,481
Total Equity 682,731 832,574
The above balance sheets should be read in conjunction with the accompanying notes.
  • 9 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

Note
Total equity at the beginning of the half-year
Available-for-sale financial assets, net of tax
Cash flow hedges, net of tax
Exchange differences on translation of foreign
operations
Net income recognised directly in equity
Profit for the half-year
Total recognised income and expense for the half-
year
Transactions with equity holders in their capacity as
equity holders:
Contributions of equity, net of transaction costs
7
Dividends provided for or paid
4
On market share buy-back, inclusive of transaction
costs
7
On market purchase of shares related to employee share
plans
Equity related deferred consideration
Employee share based remuneration reserve, net of tax
Equity related contingent consideration
Minority interest
Total equity at the end of the half-year
Total recognised income and expense for the half-year
is attributable to:
Members of Computershare Limited
Minority interest
Half-year
2007
2006
US $000
US $000
832,574
699,868
(378)
2,586
18,090
4,281
22,580
9,404
40,292
16,271
154,934
119,345
195,226
135,616
-
5,558
(44,753)
(31,961)
(297,456)
(4,327)
(8,478)
(44)
392
(100)
4,905
4,585
(307)
(2,443)
628
8,342
(345,069)
(20,390)
682,731
815,094
195,226
135,616
3,496
3,895
198,722
139,511

The above statements of changes in equity should be read in conjunction with the accompanying notes.

  • 10 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASHFLOW STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

Note
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Dividends received
Interest paid and borrowing costs
Interest received
Income taxes paid
Net cash inflow from operating activities
9
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of controlled entities, net of cash acquired
Payments for investment in associated entities and joint ventures
Dividends received
Payments for investment in listed & unlisted entities
Payments for property, plant and equipment
Proceeds from sale of assets
Proceeds from sale of controlled entities, net of cash disposed
Other
Net cash outflow from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of ordinary shares
Payments for purchase of ordinary shares
Buy back of ordinary shares
Proceeds from borrowings
Repayment of borrowings
Dividends paid - ordinary shares
Dividends paid - minority interest in controlled entities
Proceeds from finance leases
Repayment of finance leases
Net cash outflow from financing activities
Net increase (decrease) in cash held
Cash at the beginning of the financial year
Exchange rate variations on foreign cash balances
Cash at the end of the half-year
Half-year
2007
2006
US $000
US $000
828,231
716,797
(557,736)
(549,529)
97
27
(26,932)
(19,861)
2,685
4,690
(40,138)
(14,619)
206,207
137,505
(75,071)
(2,394)
(27,069)
(9,625)
6,703
-
(16,241)
(20,022)
(18,833)
(7,573)
18,554
10,923
-
20,932
(2,767)
(2,542)
(114,724)
(10,301)
-
5,558
(9,129)
(44)
(297,456)
(4,327)
344,766
33,630
(62,270)
(89,949)
(44,753)
(31,961)
(3,550)
(2,585)
62
-
(860)
(947)
(73,190)
(90,625)
18,293
36,579
86,801
72,801
2,947
627
108,041
110,007

The above cash flow statements should be read in conjunction with the accompanying notes.

  • 11 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

1. BASIS OF PREPARATION OF HALF-YEAR FINANCIAL REPORT

This general purpose financial report for the interim half-year reporting period ended 31 December 2007 has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting .

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2007 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the Australian Stock Exchange Listing Rules.

Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period.

The principal accounting policies adopted in the preparation of the financial report are consistent with those of the previous financial year and corresponding interim reporting period.

2. INDIVIDUALLY SIGNIFICANT ITEMS

Included in the consolidated income statement are the following items that are significant because of their nature, size or incidence:

For the half-year ended 31 December 2007:

Acquisition provisions no longer required (net of tax)
US restructuring provisions related to property
rationalisations (net of tax)
Marked to market adjustments – derivatives (net of tax)
Intangible asset amortisation (net of tax)
Net significant item income/(expense)
Total
US $000
272
(710)
1,113
(1,546)
(871)

For the half-year ended 31 December 2006:

Profit on sale of Analytics (net of tax)
Acquisition provisions no longer required (net of tax)
US restructuring provisions related to property
rationalisations (net of tax)
Marked to market adjustments – derivatives (net of tax)
Intangible asset amortisation (net of tax)
Tax losses recognised
Net significant item income/(expense)
Total
US $000
7,951
1,855
(1,483)
205
(1,193)
4,977
12,312
  • 12 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

3. RECONCILIATION OF INCOME TAX EXPENSE

a) Income tax expense
Current tax expense
Deferred tax expense
Under (over) provided in prior years
Total income expense
Deferred income tax (revenue) expense included in
income tax expense comprises:
Decrease (increase) in deferred tax assets
(Decrease) increase in deferred tax liabilities
b) Numerical reconciliation of income tax expense
to prima facie tax payable
Profit from continuing operations before income tax expense
The tax expense for the financial year differs from the amount calculated on the
profit. The differences are reconciled as follows:
Prima facie income tax expense thereon at 30%
Tax effect of permanent differences:
Non-deductible depreciation
Research and development allowance
Tax losses recognised not previously brought to account
Tax losses not recognised
Non-assessable capital gains
Share based payments
Finance costs
Other deductible items
Other
Differential in overseas tax rates
Prior year tax (over)/under provided
Income tax expense
c) Amounts recognised directly in equity
Aggregate current and deferred tax arising in the reporting period and not
recognised in net profit or loss but directly debited or credited to equity
Current tax – credited directly to equity
Net deferred tax – debited (credited) directly to equity
Half-year
2007
2006
US $000
US $000
45,803
35,465
16,129
8,034
(380)
1,285
61,552
44,784
(6,551)
2,431
22,680
5,603
16,129
8,034
219,982
168,024
65,995
50,407
487
495
(949)
(616)
(568)
(6,016)
-
1,073
(770)
(2,081)
1,617
785
-
(2,524)
(4,675)
(4,441)
(1,339)
(106)
2,134
6,523
(380)
1,285
61,552
44,784
-
-
6,950
1,067
6,950
1,067
  • 13 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

4. DIVIDENDS

4. DIVIDENDS
Half-year
2007 2006
US $000 US $000
Ordinary shares
Dividends provided for or paid during the half-year 44,753 31,961
Dividends not recognised at the end of the half-year
In addition to the above dividends, since the end of the half-year the directors have
declared the payment of an interim dividend of AU 10.0 cents per fully paid ordinary
share, franked to 20.0% (2007 – AU 8.0 cents, unfranked). As the dividend was not
declared until 13 February 2007, a provision has not been recognised as at 31 December
2007.

5. BUSINESS COMBINATION

The following material controlled entities were acquired by the consolidated entity at the date stated and their operating results have been included in the income statement from the relevant date.

  • a) On 4 July 2007, Computershare acquired Datacare Software Group Limited based in Ireland, a supplier of entity management and subsidiary governance software. Total consideration was EUR 12.0 million.

  • b) On 8 October 2007, Computershare acquired Restricted Stock Systems, Inc. based in the United States, which provides officers, directors and affiliates of public companies (“insiders”) a software solution when buying or selling company securities. Total consideration was USD 13.0 million, including partial deferred settlement subject to certain contractual terms being met.

  • c) On 18 October 2007, Computershare acquired Administar Services Group LLC based in the United States, which provides administration services related to the settlement of securities and consumer class action litigation as well as Chapter 11 bankruptcy litigation. The maximum consideration payable is USD 32.0 million subject to certain performance hurdles being satisfied.

  • d) On 4 December 2007, Computershare acquired Four Points BVBA based in Belgium and on 20 December 2007, Computershare acquired Ezicomms Pty Ltd based in Australia. These businesses specialise in conference technology, audience response and engagement. Total consideration of USD 4.3 million was paid in cash for these entities in the relevant local currency.

The assets and liabilities arising from the acquisitions are as follows:

Cash
Receivables
Property, plant and equipment
Other assets
Payables
Tax provisions
Provisions
Other liabilities
Net assets acquired
Total Acquiree’s
carrying amount
US $000
2,398
3,343
520
45
(1,121)
(189)
(4,097)
(182)
717

The carrying values at the date of acquisition were equal to the provisional fair value for all net assets acquired. Total profit since acquisition date for the above acquisitions, or for the whole period if the acquisitions had occurred at the start of the period, was not significant to the Group.

Where acquisitions have been made during the period, the company has 12 months from acquisition date in which to finalise the necessary accounting, including the calculation of goodwill. Until the expiry of the 12 month period provisional amounts have been included in the consolidated results.

No adjustments have been made to provisional values recognised during the current reporting period.

  • 14 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

6. SEGMENT INFORMATION

The consolidated entity operates predominantly in three geographic segments: Asia Pacific, Europe, Middle East & Africa (EMEA) and North America.

Asia Pacific includes Australia, the home country of the parent entity, plus New Zealand, India and Hong Kong. The EMEA region comprises of operations in the UK, Ireland, Germany, South Africa and Russia. North America includes the US and Canada.

In each region the consolidated entity operates in six business segments: Investor Services, Plan Services, Communication Services (formerly Document Services), Stakeholder Relationship Management Services, Technology Services and Corporate.

The Investor Services operations comprise the provision of share registry and related services. The Plan Services operations comprise the provision and management of employee share and option plans. Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery. Stakeholder Relationship Management Services Group comprise the provision of investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants. Technology Services include the provision of software specializing in share registry and financial services. Intersegment charges are at normal commercial rates.

PRIMARY BASIS - Geographic Segments December 2007

Major geographic
segments
Revenue
External revenue
Intersegment revenue
Total segment revenue
Other income
Segment result
Profit/(loss) from ordinary activities
before income tax
Income tax expense
Profit from ordinary activities after
income tax
Depreciation and amortisation
Other non-cash expenses
Liabilities
Total segment liabilities
Assets
Total segment assets
Carrying value of investments in
associates and joint ventures
included in segment assets
Segment assets acquired during
the reporting period:
Property, plant & equipment
Other non-current segment assets
Total
Asia Pacific
EMEA
North
America
Unallocated/
Eliminations
US $000
US $000
US $000
US $000
232,316
172,703
375,702
2,982
4,601
17,586
3,506
(25,693)
Consolidated
Total
US $000
783,703
-
236,917
190,289
379,208
(22,711)
783,703
4,043
1,429
1,279
-
57,997
53,178
106,575
2,232
6,129
4,933
6,620
-
1,733
-
-
-
239,543
99,923
771,000
97,359
6,751
219,982
(61,552)
158,430
17,682
1,733
1,207,825
806,781
317,790
2,250,464
(1,484,479)
1,890,556
1,331
35,539
-
-
36,870
3,978
5,504
11,546
-
2,468
20,200
54,828
-
21,028
77,496
6,446
25,704
66,374
-
98,524
  • 15 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

6. SEGMENT INFORMATION CONTINUED

PRIMARY BASIS - Geographic Segments December 2006

Major geographic
segments
Revenue
External revenue
Intersegment revenue
Total segment revenue
Other income
Segment result
Profit/(loss) from ordinary activities
before income tax
Income tax expense
Profit from ordinary activities after
income tax
Depreciation and amortisation
Other non-cash expenses
Liabilities
Total segment liabilities
Assets
Total segment assets
Carrying value of investments in
associates and joint ventures
included in segment assets
Segment assets acquired during
the reporting period:
Property, plant & equipment
Other non-current segment assets
Total
Asia Pacific
EMEA
North
America
Unallocated/
Eliminations
US $000
US $000
US $000
US $000
156,489
147,615
384,518
2,363
9,367
6,866
1,210
(17,443)
Consolidated
Total
US $000
690,985
-
165,856
154,481
385,728
(15,080)
690,985
7,097
1,911
3,886
-
35,540
37,965
92,488
2,031
4,371
4,100
6,672
-
1,502
-
-
-
57,807
86,993
653,484
50,348
12,894
168,024
(44,784)
123,240
15,142
1,502
848,632
908,626
245,073
1,778,035
(1,268,008)
1,663,726
659
9,625
-
-
10,284
2,725
3,190
1,998
-
-
5,201
-
-
7,913
5,201
2,725
8,391
1,998
-
13,114
  • 16 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

6. SEGMENT INFORMATION CONTINUED

SECONDARY - Business Segments December 2007

Major business segments
Revenue
External revenue
Intersegment revenue
Total segment revenue
Other income
Segment result
Profit/(loss) from ordinary
activities before income tax
Income tax expense
Profit from ordinary activities
after income tax
Depreciation and amortisation
Other non-cash expenses
Liabilities
Total segment liabilities
Assets
Total segment assets
Carrying value of
investments in associates
and joint ventures included
in segment assets
Segment assets acquired
during the reporting period:
Property, plant & equipment
Other non-current segment
assets
Total
Stakeholder
Relationship
Management
Services
Corporate
Services
Communi-
cation
Services
Investor
Services
Plan
Services
Technology
Services
Unallocated/
Eliminations
US $000
US $000
US $000
US $000
US $000
US $000
US $000
Consolidated
Total
US $000
38,176
1,151
43,489
620,859
59,039
18,007
2,982
1,181
6,839
69,985
7,777
990
91,151
(177,923)
783,703
-
39,357
7,990
113,474
628,636
60,029
109,158
(174,941)
783,703
128
3,497
156
2,401
392
177
-
751
(28,804)
9,700
204,244
13,370
18,985
1,736
222
1,647
3,287
6,555
126
5,845
-
-
1,733
-
-
-
-
-
15,774
772,625
14,315
257,788
36,533
24,851
85,939
6,751
219,982
(61,552)
158,430
17,682
1,733
1,207,825
128,378
1,601,274
73,535
1,458,510
37,317
81,449
(1,489,907)
1,890,556
-
-
-
36,870
-
-
-
36,870
55
2,906
1,147
14,665
3
2,252
-
-
-
-
45,469
-
32,027
-
21,028
77,496
55
2,906
1,147
60,134
3
34,279
-
98,524
  • 17 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

6. SEGMENT INFORMATION CONTINUED

SECONDARY BASIS - Business Segments December 2006

Major business segments
Revenue
External revenue
Intersegment revenue
Total segment revenue
Other income
Segment result
Profit/(loss) from ordinary
activities before income tax
Income tax expense
Profit from ordinary activities
after income tax
Depreciation and amortisation
Other non-cash expenses
Liabilities
Total segment liabilities
Assets
Total segment assets
Carrying value of
investments in associates
and joint ventures included
in segment assets
Segment assets acquired
during the reporting
period:
Property, plant & equipment
Other non-current segment
assets
Total
Stakeholder
Relationship
Management
Services
Corporate
Services
Communi-
cation
Services
Investor
Services
Plan
Services
Technology
Services
Unallocated/
Eliminations
US $000
US $000
US $000
US $000
US $000
US $000
US $000
Consolidated
Total
US $000
33,565
953
37,235
546,800
58,178
11,891
2,363
1,694
7,886
63,030
3,676
567
65,733
(142,586)
690,985
-
35,259
8,839
100,265
550,476
58,745
77,624
(140,223)
690,985
9,548
2,175
6
1,049
-
116
-
9,269
(21,530)
7,366
153,713
11,970
5,543
1,693
267
711
2,800
6,150
148
5,066
-
-
1,502
-
-
-
-
-
22,758
470,715
11,894
245,952
37,624
19,261
40,428
12,894
168,024
(44,784)
123,240
15,142
1,502
**848,632 **
109,246
1,322,825
61,754
1,319,190
97,895
29,551
(1,276,735)
1,663,726
-
-
-
10,284
-
-
-
10,284
579
42
1,803
3,590
339
1,560
-
-
-
-
5,201
-
-
-
7,913
5,201
579
42
1,803
8,791
339
1,560
-
13,114

Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment and the relevant portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by a segment and consist primarily of operating cash, receivables, inventories, property plant and equipment and goodwill and other intangible assets, net of related provisions. Corporate segment assets also include financial assets. Segment liabilities consist primarily of trade and other creditors, employee entitlements and other provisions. Corporate segment liabilities also include borrowings. Segment assets and liabilities do not include income taxes.

  • 18 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

7. EQUITY SECURITIES ISSUED

Issues of ordinary shares during the half-
year
Exercise of options issued under the
Computershare Limited Employee Option Plan
Issued as part of acquisitions (option exercise)
Shares bought back on market and cancelled
Half-year
Half-year
2007
2006
2007
2006
Shares
Shares
US $000
US $000
-
447,500
-
920
-
990,000
-
4,638
(35,205,009)
(650,000)
297,456
(4,327)
(35,205,009)
787,500
297,456
1,231

On 15 November 2006, Computershare announced an on-market buy-back of up to 25 million ordinary shares for capital management purposes. The buy-back commenced in December 2006 for a period of six months. On 24 May 2007, Computershare announced that the buy-back would be extended by a further six months so that it would continue until 29 November 2007 or earlier if the maximum number of shares were bought back before that date. On 15 August 2007, Computershare announced that the buy-back was increased to a total of 45 million ordinary shares under the existing program. The buy-back period was also extended to 31 January 2008.

From 1 July 2007 to 18 October 2007, the Company purchased and cancelled 35,205,009 ordinary shares at a total cost of AU $343.2 million (US $297.5 million) with an average price of AU $9.75 and a price range from AU$8.76 to AU$11.00

On 18 October 2007, Computershare completed the on-market buy-back program as the total number of shares bought back and cancelled was 45 million. The total cost of the buy-back program was AU$445.8 million with an average price of AU$9.91 and a price range from AU $8.52 to AU$11.00.

8. EARNINGS PER SHARE

Half-year end 31 December 2007
Earnings per share (cents per share)
Net profit
Minority interest (profit)/loss
Add back net significant items (note 2)
Net profit
Weighted average number of ordinary shares
used as denominator in calculating basic
earnings per share
Weighted average number of ordinary and
potential ordinary shares used as denominator
in calculating diluted earnings per share
Half-year end 31 December 2006
Earnings per share (cents per share)
Net profit
Minority interest (profit)/loss
Deduct net significant items (note 2)
Net profit
Weighted average number of ordinary shares
used as denominator in calculating basic
earnings per share
Weighted average number of ordinary and
potential ordinary shares used as denominator
in calculating diluted earnings per share
Calculation
of Basic EPS
Calculation
of Diluted
EPS
Calculation of
Management
Basic EPS
Calculation of
Management
Diluted EPS
US $000
US $000
US $000
US $000
27.20 cents
27.08 cents
27.36 cents
27.24 cents
158,430
158,430
158,430
158,430
(3,496)
(3,496)
(3,496)
(3,496)
-
-
871
871
154,934
154,934
155,805
155,805
569,525,677
569,525,677
572,046,115
572,046,115
19.91 cents
19.90 cents
17.86 cents
17.84 cents
123,240
123,240
123,240
123,240
(3,895)
(3,895)
(3,895)
(3,895)
-
-
(12,312)
(12,312)
119,345
119,345
107,033
107,033
599,421,051
599,421,051
599,822,176
599,822,176
  • 19 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

9. RECONCILIATION OF NET PROFIT AFTER TAX TO CASH FLOWS FROM OPERATING ACTIVITIES

Net profit after income tax
Adjustments for non-cash income and expense items:
- Depreciation and amortisation
- (Profit)/loss on sale of assets
- Share of net (profit)/loss of associates and joint ventures accounted for
using equity method
- Derivative financial instruments
- Employee benefits – share based payments
Changes in assets and liabilities:
- (Increase)/decrease in accounts receivable
- (Increase)/decrease in inventory
- (Increase)/decrease in other assets
- Increase/(decrease) in tax balances
- Increase /(decrease) in payables and provisions
- Increase/(decrease) in reserves
Net cash provided by operating activities
Half-year
2007
2006
US $000
US $000
158,430
123,240
17,682
15,142
(2,879)
(11,066)
(1,566)
(1,030)
(1,590)
(292)
6,090
626
24,574
716
2,137
(7)
(14,191)
59
21,415
26,775
(35,871)
(25,670)
31,976
9,012
206,207
137,505

10. CONTINGENT LIABILITIES

Contingent liabilities at balance date, not otherwise provided for in these financial statements, are categorised as follows:

(a) Guarantees and Indemnities

Guarantees and indemnities of US$600,000,000 (30 June 2007: AU$400,000,000) have been given to the consolidated entity’s Bankers by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Investments (UK)(No. 3) Ltd, Computershare Finance Company Pty Ltd, and Computershare US General Partnership under a Multicurrency Revolving Facility Agreement dated 4 October 2007.

Bank guarantees of AU$520,000 (30 June 2007: AU$520,000) have been given in respect of facilities provided to Computershare Clearing Pty Ltd. Bank guarantees of AU$497,713 (30 June 2007: AU$497,713) have been given in respect of facilities provided to Computershare Limited. A bank guarantee of AU$500,000 (30 June 2007: AU$500,000) has been given in respect of facilities provided to Sepon Australia Pty Ltd. A bank guarantee of AU $213,050 (30 June 2007: AU $259,835) has been given in respect of facilities provided to Computershare Investor Services Pty Ltd.

A bank guarantee of AU$106,350 (30 June 2007: AU$106,350) has been given in respect of facilities provided to Computershare Communication Services Limited. A bank guarantee of AU$20,000 (30 June 2007: AU$20,000) has been given in respect of facilities provided to Computershare Plan Managers Pty Ltd. A bank guarantee of AU$20,000 (30 June 2007: AU nil) has been given in respect of facilities provided to Computershare Share Plans Pty Ltd.

A performance guarantee of Rand 15,000,000 (30 June 2007: Rand 15,000,000) has been given by Computershare Limited (South Africa) to provide security for the performance of obligations as a Central Securities Depositor Participant.

  • 20 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

10. CONTINGENT LIABILITIES CONTINUED

Bank guarantees totalling CA$nil (30 June 2007: CA$1,800,000) were given by Computershare Trust Company of Canada and Computershare Investor Services Inc in respect of standby letters of credit for the payment of payroll.

Guarantees of US$2,638,138 and AU$497,713 (30 June 2007: US$3,108,138 and AU$4,560,089) have been given by Computershare Limited as security for bonds in respect of leased premises.

A bank guarantee of HK$977,621 (30 June 2007: HK$977,621) has been given by Computershare Hong Kong Investor Services Limited as security for bonds in respect of leased premises.

A bank guarantee of Rand 850,000 (30 June 2007: Rand 850,000) has been given by Computershare South Africa (Pty) Ltd as security for bonds in respect of leased premises.

Guarantees of US$5,844,006 (30 June 2007: US$5,844,006) have been given by Computershare Investor Services LLC as security for healthcare administration services in USA.

Guarantees and indemnities of US$318,500,000 (30 June 2007: US$318,500,000) have been given to US Institutional Accredited Investors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd and Computershare Investments (UK)(No. 3) Ltd under a Note and Guarantee Agreement dated 22 March 2005.

(b) Legal and Regulatory Matters

Due to the nature of operations, certain commercial claims and regulatory investigations in the normal course of business have been made against Computershare in various countries. An inherent difficulty in predicting the outcome of such matters exist, but based on current knowledge and consultation with legal counsel, we do not expect any material liability to the Group to eventuate. The status of all claims and regulatory investigations is monitored on an ongoing basis, together with the adequacy of any provisions recorded in the Group’s Financial Statements.

(c) Other

As noted in this financial report, the Group is subject to regulatory capital requirements administered by certain US and Canadian banking commissions and by the Financial Services Authority in the UK. These requirements pertain to the trust company charter granted by the commissions and the Financial Services Authority. Failure to meet minimum capital requirements, or other ongoing regulatory requirements, can initiate action by the regulators that, if undertaken, could revoke or suspend the Group’s ability to provide trust services to customers in these markets. At all relevant times the Computershare subsidiaries have met all minimum capital requirements. In addition to the capital requirements, a trust company must deposit eligible securities with a custodian. The Group has deposited a certificate of deposit with the Group’s custodian in the UK in order to satisfy this requirement.

Computershare Limited, as the parent company, has issued a letter of warrant to Computershare Custodial Services Ltd. This obligates Computershare Limited to maintain combined tier one capital of at least Rand 455,000,000.

Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated subsidiaries is US$7,611,970 (30 June 2007: US$5,574,403). No provision is made for withholding tax on unremitted earnings of applicable foreign incorporated controlled entities as there is currently no intention to remit these earnings to the parent entity.

In consideration of the Australian Securities and Investments Commission agreeing to allow AU$5,000,000 to form part of the net tangible assets of Computershare Clearing Pty Ltd so that it can meet certain financial requirements under the conditions of its Australian Financial Services Licence, Computershare Limited has agreed to make, at the request of Computershare Clearing Pty Ltd, an AU$5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to any other unsecured creditors of Computershare Clearing Pty Ltd. The loan was made pursuant to a deed of subordination dated 7 January 2004.

  • 21 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

10. CONTINGENT LIABILITIES CONTINUED

In consideration of the Australian Securities and Investments Commission agreeing to allow AU$5,000,000 to form part of the net tangible assets of Computershare Share Plans Pty Ltd so that it can meet certain financial requirements under the conditions of its Australian Financial Services Licence, Computershare Limited has agreed to make, at the request of Computershare Share Plans Pty Ltd, a AU$5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to any other unsecured creditors of Computershare Share Plans Pty Ltd. The loan was made pursuant to a deed of subordination dated 5 July 2007.

Computershare Limited, as the parent company, has undertaken to own, either directly or indirectly, all of the equity interests and guarantee performance of the obligations of Computershare Investor Services LLC, Computershare Trust Company Inc, Georgeson Shareholder Communications Inc, Computershare Trust Company of Canada and Computershare Investor Services Inc with respect to any financial accommodation related to transactional services provided by Harris Trust and Savings Bank, Chicago.

Computershare Limited, as the parent company, guarantees performance of the obligations of Computershare Inc in relation to any financial accommodation related to transactional services provided by Bank of America, N.A.

Computershare Limited, as the parent company, guarantees performance of the obligations of a number of companies within the Australian group, Computershare Investor Services LLC, Computershare Limited (UK), Georgeson Shareholder Communications Inc and Computershare US Services Inc in relation to any financial accommodation related to transactional services provided by National Australia Bank Limited.

11. SIGNIFICANT EVENTS AFTER BALANCE DATE

No matter or circumstance has arisen since the end of the half-year, which is not otherwise disclosed within this report or in the consolidated financial statements, that has significantly or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years, other than as noted below:

Acquisitions post 31 December 2007

On 16 November 2007, Computershare entered into an agreement with the VEM founders to acquire their combined 30.2% stake and also received irrevocable undertakings from other VEM shareholders to acquire a further 8.6% (with an acceptance period ending 15 February 2008). These agreements were subject to regulatory conditions precedent which were not met as at 31 December 2007. The regulatory conditions were satisfied on 17 January 2008. As at 8 February 2008, Computershare held 89.4% of the issued shares in VEM.

On 6 February 2008, Computershare announced that it intends to make a cash offer for all of the shares in QM Technologies Limited at a price of AU$3.40 per share. The offer is subject to various conditions, including a minimum acceptance of 90% and Australian Competition & Consumer Commission approval. The offer values QM Technologies Limited’s ordinary equity at approximately AU $153 million.

  • 22 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ DECLARATION

Directors’ Declaration

In the directors’ opinion:

  • (a) the financial statements and notes set out on pages 8 to 22 are in accordance with the Corporations Act 2001 , including:

  • (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  • (ii) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2007 and of its performance, as represented by the results of its operations, changes in equity and its cash flows, for the half-year ended on that date; and

  • (b) there are reasonable grounds to believe that Computershare Limited will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors.

==> picture [186 x 24] intentionally omitted <==

==> picture [117 x 44] intentionally omitted <==

  • C.J. Morris, Executive Chairman

W.S. Crosby, Director

Melbourne 13 February 2008

  • 23 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES STATEMENT OF THE CEO AND CFO

Statement to the Board of Directors of Computershare Limited

The Chief Executive Officer and Chief Financial Officer state that:

  • a) With regard to the integrity of the financial report of Computershare Limited and its controlled entities (the Group) for the half-year ended 31 December 2007:

  • (i) The financial statements and notes thereto comply with Accounting Standards in all material respects;

  • (ii) The financial statements and notes thereto give a true and fair view, in all material respects of the financial position and performance of the company and consolidated entity;

  • (iii) In our opinion, the financial statements and notes thereto are in accordance with the Corporations Act 2001 ; and

  • (iv) In our opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due payable.

  • b) With regard to the Group’s risk management and internal compliance and control systems for the half-year ended 31 December 2007:

  • (i) The statements made in (a) above regarding the integrity of the financial statements and notes thereto is founded on a sound system of risk management and internal compliance and control systems which, in all material respects, implement the policies adopted by the Board;

  • (ii) The risk management and internal compliance and control systems to the extent they relate to financial reporting are operating effectively and efficiently, in all material respects, based on the risk management model adopted by the Company; and

  • (iii) Nothing has come to our attention since 31 December 2007 that would indicate any material change to the statements in (i) and (ii) above.

==> picture [117 x 44] intentionally omitted <==

==> picture [136 x 37] intentionally omitted <==

W.S. Crosby Chief Executive Officer

T.F. Honan Chief Financial Officer

13 February 2008

  • 24 -

PricewaterhouseCoopers ABN 52 780 433 757

INDEPENDENT AUDITOR’S REVIEW REPORT to the members of Computershare Limited

Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website:www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Computershare Limited, which comprises the balance sheet as at 31 December 2007, and the income statement, statement of changes in equity and cash flow statement for the half-year ended on that date, other selected explanatory notes and the directors’ declaration for the Computershare Limited Group (the consolidated entity). The consolidated entity comprises both Computershare Limited (the company) and the entities it controlled during that halfyear.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity ’s financial position as at 31 December 2007 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Computershare Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. It also includes reading the other information included with the financial report to determine whether it contains any material inconsistencies with the financial report. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

For further explanation of a review, visit our website http:/www.pwc.com/au/financialstatementaudit.

Liability limited by a scheme approved under Professional Standards Legislation.

  • 25 -

While we considered the effectiveness of management’s internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.

Our review did not involve an analysis of the prudence of business decisions made by directors or management.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Computershare Limited is not in accordance with the Corporations Act 2001 including:

(a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2007 and of its performance for the half-year ended on that date; and

(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

==> picture [226 x 38] intentionally omitted <==

PricewaterhouseCoopers

==> picture [137 x 49] intentionally omitted <==

Simon Gray Partner

Melbourne 13 February 2008

  • 26 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION

NTA Backing (Appendix 4D item 3)

NTA Backing (Appendix 4D item 3)
31 December 2007 31 December 2006
Net tangible asset backing per ordinary share (1.23) (0.63)
Controlled entities acquired or disposed of (Appendix 4D item 4)
Acquired Datacare Administar Computershare
Software Group
Restricted Stock
Services Group Verwaltungs
Limited
Systems Inc.
LLC GmbH
Date control gained 4 July 2007
8 October 2007
18 October 2007 31 October 2007
Contribution to profit/(loss) from
ordinary activities after tax in
current period, where material Immaterial
Immaterial
Immaterial Immaterial
Profit/(Loss) from ordinary
activities after tax during the whole
of the previous corresponding
period, where material Immaterial
Immaterial
Immaterial Immaterial
Acquired Computershare
Beteiligungs
Four Points
GmbH & Co KG
BVBA
Ezicomms Pty Ltd
Date control gained 8 November 2007
4 December 2007
20 December 2007
Contribution to profit/(loss) from
ordinary activities after tax in
current period, where material Immaterial
Immaterial
Immaterial
Profit/(Loss) from ordinary
activities after tax during the whole
of the previous corresponding
period, where material Immaterial
Immaterial
Immaterial

No entities were disposed of during the period.

Additional dividend information (Appendix 4D item 5)

Details of dividends declared or paid during or subsequent to the half-year ended 31 December 2007 are as follows:

Record date Payment date Type Amount per
security
Total dividend Franked
amount per
security
Conduit
foreign
income
amount per
security
6 September 2007 21September 2007 Final AU 9 cents AU $51,638,553 nil AU 9 cents
3March 2008 25March 2007 Interim AU10 cents AU $55,565,406* AU2cents** AU 8 cents
  • based on 555,654,059 shares on issue as at 8 February 2008.

** dividend franked to 20%

Dividend reinvestment plans (Appendix 4D item 6)

The company has no dividend reinvestment plan in operation.

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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION

Associates and Joint Venture entities (Appendix 4D item 7)

Name Place of Principal activity Ownership Ownership Consolidated carrying
incorporation interest amount
Dec Jun Dec 2007 Jun 2007
2007 2007 US $000 US $000
% %
Computer
Chelmer Limited New Zealand Technology Services 50.0 50.0 - -
Japan Shareholder Services Japan Investor Services 50.0 50.0 1,331 904
Registrar Nikoil Company JSC Russia Investor Services 40.0 40.0 5,516 11,455
Netpartnering Limited United Kingdom Investor Services 25.0 25.0 2,976 3,742
VEM Aktienbank AG (a) Germany Investor Services 31.7 - 27,069 -

The share of net profit of associates and joint ventures accounted for using the equity method for the halfyear ended 31 December 2007 is $1.5 million (2006: $1.0 million).

  • a) As at 31 December 2007, Computershare Limited holds an equity investment of a 31.7% holding in VEM Aktienbank AG. This holding was acquired on market over a seven month period to December 2007. No profit or loss has been recognised during the six months to 31 December 2007.

Foreign Entities

All foreign entities reports have been prepared under International Financial Reporting Standards.

Audit Status (Appendix 4D item 9)

This report is based on accounts which have been reviewed.

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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION

CORPORATE DIRECTORY

DIRECTORS

Christopher John Morris (Executive Chairman) William Stuart Crosby (Managing Director and Chief Executive Officer) Penelope Jane Maclagan Simon David Jones Dr Markus Kerber Arthur Leslie Owen Anthony Norman Wales

COMPANY SECRETARIES

Dominic Matthew Horsley Katrina Diana Bobeff

REGISTERED OFFICE

Yarra Falls 452 Johnston Street Abbotsford Victoria Australia 3067 Telephone +61 3 9415 5000 Facsimile +61 3 9473 2500

BANKERS

National Australia Bank Limited 500 Bourke Street Melbourne Victoria 3000

STOCK EXCHANGE LISTING Australian Stock Exchange Limited

SOLICITORS

Minter Ellison Level 23, Rialto Towers 525 Collins Street Melbourne Victoria 3000

AUDITORS

PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard Southbank Victoria 3006

SHARE REGISTRY

Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford Victoria 3067 PO Box 103 Abbotsford Victoria Australia 3067 Telephone +61 3 9415 5087 Facsimile +61 3 9473 2500

Australia and New Zealand Banking Group Limited 530 Collins Street Melbourne Victoria 3000

The Royal Bank of Scotland Plc Corporate and Institutional Banking 135 Bishopsgate London EC2M 3UR

Bank of America N.A. Sydney Branch MLC Centre 19 Martin Place Sydney NSW 2000

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