COMPUTERSHARE LIMITED. — Annual Report 2010

Sep 23, 2010

certainty ingenuity advantage

COMPUTERSHARE ANNUAL REPORT 2010

This financial report covers the consolidated entity consisting of Computershare Limited and its controlled entities.

The financial report is presented in United States (US) dollars, unless otherwise stated.

Computershare Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Computershare Limited, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067 Australia.

The financial report was authorised for issue by the directors on 20 September 2010. The company has the power to amend and reissue the financial report.

A separate notice of meeting, including a proxy form is enclosed with this Annual Report.

Contents

OVERVIEW

• 2 Financial Highlights

• 3 Performance Indicators 4 Chairman and Chief Executive Offi cer Review 6 Management Discussion and Analysis 8 Regional Overviews

• 14 Corporate Responsibility

GOVERNANCE

• 16 Corporate Governance Statement 24 Directors’ Report 38 Auditor’s Independence Declaration

FINANCIALS

• 39 Consolidated Statement of Comprehensive Income 40 Consolidated Statement of Financial Position 41 Consolidated Statement of Changes in Equity 42 Consolidated Cash Flow Statement 43 Notes to the Financial Statements

REPORTS

• 94 Directors’ Declaration 95 Statement to the Board of Directors 96 Independent Auditor’s Report

FURTHER INFORMATION

• 98 Shareholder Information

• 100 Offi ce Locations

• 101 Corporate Directory

PAGE 1

Financial Highlights

The fi nancial report is presented in United States (US) dollars, unless otherwise noted.

	JUNE2010	JUNE2009	% CHANGE
PROFIT ($ Million)
Sales Revenue	1,599.6	1,495.8	7%
Earnings before interest, tax, depreciation and amortisation*	510.9	475.5	7%
Net prof t after NCI*	321.2	289.5	11%
BALANCE SHEET ($ Million)
Total assets	2,690.5	2,497.5	8%
Total shareholders’ equity	1,073.0	901.2	19%
PERFORMANCE INDICATORS
Basic earnings per share	53.05cents	46.02cents	15%
Management earnings per share*	57.80cents	52.11cents	11%
Free cash f ow	$357.4million	$318.6million	12%
Net debt to EBITDA*	1.40times	1.67times
Return on equity	31.4%	36.1%
Staff numbers	11,422	11,681

• These fi nancial indicators are based on management adjusted results that exclude certain items to permit more appropriate and meaningful analysis of underlying performance on a comparative basis.

Financial Calendar

2010

23 AUGUST Books closed for fi nal dividend 14 SEPTEMBER Final dividend paid 10 NOVEMBER The Annual General Meeting of Computershare Limited ABN 71 005 485 825 LOCATION: Computershare Conference Centre Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067 TIME: 10.00am 2011 9 FEBRUARY Announcement of the fi nancial results for the half year ending 31 December 2010

“Computershare’s FY2010 results continue a great run through a period of diffi cult economic conditions. The immediate future presents a number of challenges, and as stated in our results announcement, we anticipate management earnings per share being 5% to 10% lower in FY2011.” Stuart Crosby, President and CEO

PAGE 2 Computershare Annual Report 2010

Performance Indicators

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+11% +7%
Earnings Per Sales
Share [] Revenue
06 07 08 09 10 06 07 08 09 10
PER SHARE (US cents) ($ Million)
61. 11. 8057. 2. 0. 8. 6599,.
6836. 51 52 31981,. 4041, 5641, 4951, 1
2274.
----- End of picture text -----*

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----- Start of picture text -----

+7%
EBITDA []
06 07 08 09 10
($ Million)
9.
2. 5.
510
479 475
3705.
2401.
----- End of picture text -----*

32% EBITDA Margin[*]

+21% +8% Operating Cash Total Flow Assets

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----- Start of picture text -----

06 07 08 09 10
($ Million)
5.
5.
0. 4972, 6902,
8. 1. 2382,
6021, 7351,
----- End of picture text -----

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----- Start of picture text -----

06 07 08 09 10 06 07 08 09 10
% ($ Million)
3. 5. 5. 5.
31 31 414
261. 30 0. 3347. 3415.
321
819.
6183.
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Regional Analysis

Total Revenue

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AU
and
NZ
ASIA 21%
7% CANADA
12%
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EBITDA

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----- Start of picture text -----

AU
and
NZ
14%
CANADA
18%
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17% Return on Invested Capital

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----- Start of picture text -----

06 07 08 09 10
%
19.6
17.6 18.0 17.4
12.2
----- End of picture text -----

• Management adjusted basis

PAGE 3

Chairman and Chief Executive Offi cer Review

RESILIENT GROWTH

We are delighted to present Computershare’s 2010 annual report, detailing a seventh successive year of management earnings per share growth. The Company’s strong performance came amidst ongoing diffi cult market conditions globally.

The result was assisted by higher corporate actions in the fi rst half, full year contributions from recent acquisitions and the continued growth of non-equity related services.

As stated in our annual results announcement, we anticipate management earnings per share being 5% to 10% lower in FY2011.

THE YEAR IN REVIEW

Computershare delivered growth for the seventh consecutive year, increasing earnings per share (on a management adjusted basis) by 10.9% from 52.11 to 57.80 cents per share. This represents a management adjusted net profi t after Non-controlling interests (“NCI”) of $321.2 million. Total revenue increased by 7.1% to $1,619.6 million, while operating cash fl ows grew 21.4% to $414.5 million.

USA

An improved result in the USA was driven by a full year contribution from the Kurtzman Carson Consultants LLC bankruptcy administration business and large transactions in the Mutual Funds business. The third straight year of low interest rates continued to impact results negatively. Overall revenue increased 20.3% to $593.3 million, resulting in a 32% contribution to consolidated EBITDA.

Europe, Middle East and Africa (EMEA)

The EMEA region’s overall performance was down following extraordinary results in FY2009. This was largely driven by lower levels of corporate transaction activity and client losses due to insolvency and takeover. The Ireland and South African businesses performed well, improving on the previous year’s results. Revenue for the region fell 16.3% to $369.4 million, resulting in a contribution of 26% to consolidated EBITDA.

Australia and New Zealand

High levels of corporate actions in the fi rst half ensured the Australia and New Zealand region achieved an improved result in FY2010. The Plan Managers business delivered an encouraging result following signifi cant changes to taxation legislation during the year. Overall revenue increased 13.5% to $335.3 million, delivering 14% of the consolidated EBITDA, helped by a strengthening AUD.

Canada

Canada delivered marginally higher revenue despite slow corporate activity and lower interest rates. Results were also aided by a stronger Canadian dollar and revenue growth for the Plan Managers business. Revenue increased 4.6% to $190.4 million, resulting in an 18% contribution to consolidated EBITDA.

Asia

The Asian region’s improved result was driven by strong corporate actions, particularly during the fi rst half. Growth for the Plan Managers and Georgeson businesses also benefi tted the result. The region’s revenue increased 28.2% to $117.0 million, delivering 10% of the consolidated EBITDA.

Global

The Global Capital Markets Group (GCM) continued to leverage Computershare’s global business to provide sophisticated and unique solutions for a range of high profi le cross-border transactions. Major examples included CDI to DI (CREST Depository Interests to Depository Interests) conversions for Virgin Media and Phoenix Group Holdings, and the acquisition of Cadbury Plc by Kraft. GCM also continued to actively lead efforts to infl uence regulatory policy in Canada, China, the European Union, Hong Kong, Russia, UK and USA.

CAPITAL MANAGEMENT

Shareholders’ funds increased by $171.8 million or 19.1%, while operating cash fl ow grew by 21.4% to $414.5 million. 10,000 ordinary shares were issued during FY2010 as a result of options being exercised. These options were issued as part consideration for an acquisition in 2005. The Company’s capital was otherwise unchanged during the year and there were 555,664,059 issued ordinary shares outstanding as at 30 June 2010.

During May 2010 the Company re-fi nanced the $550.0 million bank debt facility that was to mature in October 2010. The new syndicated facility comprises a 3 year tranche of $300.0 million and a 4 year tranche of $300.0 million.

PAGE 4 Computershare Annual Report 2010

Dividend

A fi nal dividend of AU 14 cents per share (60% franked) was paid on 14 September 2010. This follows an interim dividend of AU 14 cents per share (50% franked) paid on 16 March 2010.

TECHNOLOGY PRIORITIES

Computershare’s total technology expenditure increased 5.1% to $161.7 million and the ratio of technology expenditure to sales revenue remained fl at at 10.1%. The total fi gure included $65.9 million in research and development expenditure, which was expensed during the period.

A number of major IT projects commenced during the year, including cost basis regulatory changes in the US and the HBOS Employee Equity Solutions (HBOS EES) acquisition integration (both due for completion in 2011).

Investment in underlying technology infrastructure will ensure the Company is well positioned for the next decade. Additionally, investment in a multi-tier storage strategy and Enterprise Service Architecture will increase technology re-use and speed to the global market.

The Company continued to enhance operational technology, helping to drive down costs and increase the effi ciency of our workforce, while our inbound capabilities have been productised and are now being sold commercially.

By continuing to invest in regulatory and compliance technology, as well as expertise, we have exceeded our clients’ expectations in this area and have further enhanced our data protection capabilities.

ACQUISITIONS

Computershare continued its strategy of consolidating businesses around the world and pursuing diversifi ed revenue sources. Acquisitions were:

• › 3 August 2009 – acquired the transfer agency business of National City Bank of Cleveland, a provider of transfer agency, stock purchase and employee plan services

• › 25 August 2009 – acquired I-nvestor, one of the leading providers of registry, plans and AGM services in Scandinavia

• › 28 January 2010 – acquired leading UK based employee share plans provider HBOS Employee Equity Solutions from Lloyds Banking Group

OUTLOOK

Computershare will continue to follow a clear strategy:

1. Drive operational quality and effi ciency through improved measurement, benchmarking and technology

2. Improve our front offi ce skills to protect and drive revenue through more effective account management, new business generation and exploitation of cross-sell opportunities

3. Seek acquisition and other growth opportunities where we can add value and enhance returns for Computershare shareholders

Additionally, we are committing priority resources in two areas:

1. Lifting our market position

2. Engaging with a range of proposals and projects around the globe that look to change the legal and/or operational structure of securities ownership and communications between issuers and investors

CONCLUSION

Computershare’s FY2010 results continue a great run through a period of diffi cult economic conditions. The immediate future presents a number of challenges, with subdued transactional revenues, continued revenue pressure from lower interest rates and a range of cost catch-ups. We anticipate management earnings per share being 5% to 10% lower in FY2011.

We would again like to recognise the wonderful contribution from our global staff and extend our thanks to the Board of Directors for their constant guidance. In closing, we also thank our shareholders and clients for their ongoing support and look forward to the year ahead.

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CJ Morris Chairman

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WS Crosby Chief Executive Offi cer

PAGE 5

Management Discussion and Analysis

Computershare produced its seventh consecutive year of management earnings per share growth.

Management earnings per share increased 11% to 57.80 cents per share, compared to 52.11 cents per share in FY2009. Reported basic earnings per share were 53.05 cents.

Management net profi t after Non-controlling Interests (“NCI”) was $321.2 million, up 11% compared to FY2009, and reported net profi t after NCI was $294.8 million.

The fi nal dividend was AU 14 cents per share, 60% franked. Total dividends for the year were AU 28 cents per share, an increase of 27% on FY2009 (AU 22 cents per share).

FINANCIAL PERFORMANCE

On a prior comparative period basis the key metrics were all favourable, supported by full year contributions from Computershare Voucher Services (CVS) and Kurtzman Carson Consultants LLC (KCC) – both purchased in FY2009 – and part year contributions from the National City (US transfer agent), I-nvestor (Denmark & Sweden investor services) and HBOS EES (UK employee plans) purchases made during FY2010. Revenues grew 7.1%, and Management EBITDA and Management NPAT were up 7.4% and 10.9% respectively. EBITDA margin was fl at at 31.5%. Operating expenses grew 7.3%, impacted along with all fi nancial metrics by the generally weaker US dollar. Cash fl ow from operations was also up a healthy 21.4%, continuing the Company’s high earnings to cash conversion rates.

The fi nancial year was largely a tale of two halves. The second half saw business volumes not sustaining the heights achieved during the fi rst half, as the levels of corporate actions witnessed in Hong Kong, India, and Australia early in the fi nancial year slowed and, as anticipated, the strong USA Mutual Fund proxy contribution of the fi rst half did not recur. Similarly, the exceptional fi rst half volumes from KCC did not continue in the second half as the number of Chapter 11 fi lings fell. In year on year terms, FY2010 saw many businesses exceed FY2009 earnings. In particular, Australia, Hong Kong, India, Ireland and the US fared better. The UK, expectedly, was unable to match FY2009, which had seen unprecedented secondary market activity, especially in the fi nancial services sector. Canada was marginally higher year on year. Margin income fell 11% to $152.0 million; however, the Company’s hedging program, increased deposit balances and competition for deposits among fi nancial institutions did provide some respite.

Total operating expenses were 7% higher at $1,111.3 million, driven primarily by costs from acquisitions and the accrual of variable compensation, which were partly offset by continuing cost discipline. In constant dollar terms costs were 2% higher, a commendable result given the year’s acquisitions. Total personnel costs (including technology staff) represented over 75% of total controllable costs. The Group’s total headcount (full-time equivalent), even after acquisitions, fell by 259 or 2.2%. The headline effective tax rate for the year ended 30 June 2010 was 26.6% (FY2009 27.8%).

REGIONAL PERFORMANCE

Regionally, revenues were derived from Australia & New Zealand 21%, Asia 7%, Europe, Middle East & Africa (EMEA) 22%, the USA 38% and Canada 12%. EBITDA contribution by region was Australia & New Zealand 14%, Asia 10%, EMEA 26%, USA 32% and Canada 18%.

The Australia and New Zealand region delivered a favourable outcome with EBITDA climbing 29.3% to $84.1 million whilst revenue grew 13.5% to $335.3 million. The result was underpinned by a particularly strong fi rst half on the back of continued secondary capital raisings and the stronger Australian dollar. The second half saw corporate actions slow materially. Margin income was substantially higher as balances and interest rates increased. Operating costs were 9% above FY2009 and substantially lower than revenue growth, driven by continued productivity gains in the region.

The Asia region delivered the largest increase in revenue and earnings, with EBITDA increasing 84.2% to $50.7 million. As with Australia & New Zealand, this was skewed to the fi rst half. Hong Kong revenues grew 26.1% to $65.0 million whilst Indian revenues were up 32.4% to $47.1 million. The uplift was driven by strong IPO activity in both Hong Kong and India. India also benefi tted from improved stock market valuations, driving revenue generated on assets under management in the mutual funds business higher. Heightened focus on controllable costs also assisted the signifi cant improvement in the Indian business. The employee plan business in China continued to grow appreciably whilst Japan was fl at, although both are immaterial from a Group wide perspective.

As expected, the EMEA region was unable to sustain the record outcomes of FY2009. Revenues fell 16.3% to $369.4 million whilst EBITDA was 30.0% lower at $128.0 million, the result not helped by the weakening GBP against the US Dollar. Reduced levels of capital raisings, particularly rights issues, and the loss of some registry contracts, primarily through insolvency and takeover, drove the fall in comparative terms. The UK Investor Services business was able to mitigate revenue losses to some extent through diligent cost control and signifi cant reductions in headcount. The Deposit Protection Scheme business exceeded last year’s performance whilst CVS was marginally better despite initial migration issues. The German market remains challenging despite a positive contribution from the VEM business, whilst Russia’s result was signifi cantly lower due to reduced shareholder activity. Similarly,

PAGE 6 Computershare Annual Report 2010

Technology costs Technology as a % of sales costs

Debt facility maturity profi le (fi nancial year)

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revenue
06 07 08 09 10 06 07 08 09 10 10 11 12 13 14 15 16 17 18 19
($ Million) ($ Million)
6. 0132. 2157. 9153. 1617. % 69. % 94. % 101. % 310. % 101. 0300. 0300. 0.
115 0. 235
21
0123. 1245.
050.
- - -
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Governance Services and IML were lower year on year, impacted by the discretionary nature of their offerings. Smaller businesses such as Ireland performed better with corporate actions revenue higher and cost improvement as a result of a lower headcount, whilst South Africa improved earnings, assisted by a stronger Rand.

The United States region delivered a 20.3% increase in revenue to $593.3 million and 49.1% EBITDA growth to $143.1 million. The key drivers, mostly apparent during the fi rst half, were the contribution of KCC, the bankruptcy administration business acquired in April 2009, and a substantial uplift in mutual fund proxy solicitation work – where transactional revenues are typically volatile. Prolonged low interest rates negatively impacted Investor Services, with lower margin income from corporate actions and dividends in particular. Improved equity market conditions resulted in increased employee plan trading activity; however, the region experienced reduced small stockholder program and post merger clean-up projects compared to FY2009.

Following an improved second half and an appreciating Canadian dollar, the Canada region saw revenue grow 4.6% to $190.4 million and EBITDA climb 3.2% to $85.8 million. Despite persistent low Canadian interest rates throughout FY2010 affecting the business, particularly Investor Services, a continued focus on controllable costs was instrumental in maintaining earnings. The Canadian Employee Plans business showed improvement as employee trading activity re-emerged with equity markets picking up.

INVESTMENT ANALYSIS

Technology expenditure for the year was $161.7 million, which was 5% higher than FY2009. Technology costs include $65.9 million (FY2009 $63.6 million) in research & development expenditure, all of which was expensed. The technology cost to sales revenue ratio was fl at at 10%.

Capital expenditure totalled $93.9 million – a 310% increase on FY2009 – driven by the purchase of the EMEA headquarters building in Bristol and the conversion of the global headquarters building in Melbourne from an operating lease to a fi nance lease. Computershare continued to expand globally with the acquisition of:

National City (US transfer agent)

I-nvestor (Denmark & Sweden investor services)

HBOS Employee Equity Solutions (UK employee plans)

Refer to the Chairman and Chief Executive Offi cer Review for more detail on these acquisitions

BALANCE SHEET AND CASH FLOWS

Computershare’s fi nancial position remains strong with total assets of $2,690.5 million, fi nanced by shareholders’ funds totalling $1,073.0 million at 30 June 2010, an increase of $171.8 million in total equity.

Cash fl ows from operations were $414.5 million, up 21% on FY2009, a very satisfying result. Debtor days marginally increased to 41 days, from 40 days at June 2009.

In May 2010, Computershare refi nanced the bank debt facility, resulting in a $600.0 million facility, maturing in two tranches ($300.0 million in May 2013, $300.0 million in May 2014). This facility was drawn to $370.9 million at 30 June 2010. The average total facility maturity is 4.3 years (average maturity on drawn debt is 4.4 years), with $50.0 million of the Company’s US private placement facility maturing over the next twelve months.

Net borrowings fell to $715.4 million (from $793.9 million at 30 June 2009). Gross borrowings at 30 June 2010 were $994.0 million, 2% higher than FY2009. Net Debt to Management EBITDA decreased from 1.67 times at 30 June 2009 to 1.40 times at 30 June 2010.

PAGE 7

USA Regional Overview

Despite falls in corporate activity and continued low interest rates, Computershare‘s USA business delivered a 20.3% increase in revenue during FY2010. This improved result was largely attributable to a full year contribution from the Kurtzman Carson Consultants LLC business and substantial growth by the Mutual Funds business.

2010 HIGHLIGHTS

• Acquired National City Bank’s transfer agency business

• Completed the largest mutual fund proxy project in history for American Funds

• Won major clients for Investor Services business

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+20% +49%
Revenue EBITDA
06 07 08 09 10 06 07 08 09 10
($ Million) ($ Million)
8. 7. 5. 3. 5. 4. 1.
587 3. 593 143 135 4. 143
543 529
493 118
096.
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YEAR IN REVIEW

The Investor Services business added a signifi cant amount of new business in FY2010, signing two major new clients and acquiring the fi fth largest transfer agent in the market. The business also entered a new market, global bond servicing.

Last year’s acquisition of corporate restructuring and class action fi rm Kurtzman Carson Consultants LLC (KCC) and Computershare’s continued cost control efforts had a positive impact, despite falls in US corporate activity.

Low interest rates continued to negatively impact the region’s performance.

ACHIEVEMENTS

Investor Services won the fi scal agency business for the State of Israel’s bonds program, a new global endeavour, and became transfer agent for Frontier Communications after its merger with New Communications (a spin-off from Verizon). These wins, together with the 120 clients gained from the acquisition of National City Bank’s transfer agency business, helped offset client losses due to bankruptcy, insolvency and takeover driven by macro-economic conditions.

A major project to integrate products and solutions across our core equity services – including transfer agency and registry, corporate events and employee plan services – was completed, facilitating cross-sell and up-sell activity and lowering operational costs.

The Funds Services business successfully completed the largest mutual fund proxy project ever for American Funds, as well as two of the industry’s three largest acquisition proxy projects this year for Morgan Stanley and Bank of America.

Georgeson’s corporate proxy business reinforced its number one position worldwide for M&A and contested solicitations, with wins for complex deals including Kraft, MetLife, Mattel, J.C. Penny, Marathon Oil and Clorox. The Kraft transaction illustrates how Computershare’s global network offers international clients unparalleled cross-border knowledge and execution expertise.

KCC now shares the number one ranking for overall market share in the bankruptcy administration market and holds the highest market share of large-cap clients. New clients signed included CIT, Charter, GGP, Lear and Citadel.

The Communication Services business captured business previously outsourced by KCC and created strategic marketing alliances with key third party providers. The business’s electronic customer management platforms have been successfully used by clients in multiple industries.

During FY2010, Computershare integrated its employee plan outsourcing and software businesses to offer a complete and fl exible solution to a broader client base, with a more effi cient sales force and support team.

OUTLOOK AND PRIORITIES

The Securities Exchange Commission’s consultation on possible changes to proxy mechanics may open up opportunities for Computershare to compete in a signifi cantly larger section of the annual meeting market. It is hoped the consultation will result in reforms that will enable Computershare to bring more choice to issuers, and allow for greater transparency of share ownership and more direct communication between issuers and their investors.

KCC will continue to take advantage of synergies with Computershare’s other businesses and will focus on cross-selling opportunities and transferring previously outsourced business to Computershare. KCC will also work to further develop its class action administration capabilities.

All US businesses are poised to take advantage of any upturn in the US economy, especially in M&A activity and interest rates.

PAGE 8 Computershare Annual Report 2010

Europe, Middle East & Africa Regional Overview

Computershare’s EMEA business was unable

to match its record FY2009 performance, as challenging market conditions caused the loss of some Investor Services clients and there was an expected slowdown in corporate actions following the record levels of FY2009. The acquisitions of I-nvestor and the HBOS employee plans business contributed positively to the region’s result.

2010 HIGHLIGHTS

Acquired HBOS ESS employee plans business

Won major Investor Services and Plan Managers clients

Entered Scandinavian registry market through I-nvestor acquisition

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-16% -30%
Revenue EBITDA
06 07 08 09 10 06 07 08 09 10
($ Million) ($ Million)
5. 8.
0. 441 4. 182
2. 388 369 0.
7.
2. 322 128
116
242 882.
831.
----- End of picture text -----

YEAR IN REVIEW

The UK Investor Services, Plan Managers and Communication Services businesses all performed well despite challenging market conditions.

Computershare entered the Scandinavian market through the acquisition of registry, plans and AGM services provider, I-nvestor. This business delivered a strong yearly result along with the Channel Islands business, while a securities market downturn slowed development in Russia. The Irish business delivered another good result.

The acquisition of major share plan provider HBOS EES had a small positive fi nancial effect and 450 new clients are being migrated onto Plan Managers’ systems. Signifi cant additional fi nancial benefi t is anticipated as the migrations progress.

CVS was successfully integrated into the wider business and performed reasonably in its fi rst full year of ownership. The development of internal dealing services and a focus on foreign exchange services as an income stream also delivered strong revenue contributions. The Channel Islands business was consolidated with the remaining 50% stake being acquired from the joint venture partner. The HBOS EES offshore business is also being integrated to create a single Jersey business presence.

ACHIEVEMENTS

The UK Investor Services business secured nine new FTSE 350 clients, including Resolution and Schroders, as well as contract renewals from several major clients. Signifi cant IPO wins included SuperGroup, Essar and African Barrick Gold.

The UK business also managed rights issues for Bank of Ireland and Ladbrokes, and the acquisitions of Cadbury by Kraft and Friends Provident by Resolution. Innovations included the successful transition of Vodafone’s bi-annual dividend from cheque to direct bank credit.

Computershare successfully managed Germany’s largest IPO in two years, Brenntag, while the African business expanded further by securing a licence to provide registry services in Ghana. Computershare’s Russian business added nearly 300 new clients through the acquisition of Registrar Vash, and regulatory approval has been secured to acquire the remaining stake in Registrar Nikoil.

Plan Managers secured a prestigious contract to administer the Asda (part of the Wal-Mart group) Sharesave scheme, along with contracts from Schroders and Kazakhmys. The Deposit Protection Service now protects over 600,000 deposits worth approximately £445 million. The business recently introduced innovative SMS messaging to support deposit reclaim.

Georgeson worked on the UK’s two largest M&A transactions in FY2010, as well as Kraft’s offer for Cadbury and Prudential’s aborted bid for AIA. The business was also involved in the biggest proxy fi ght in Continental Europe, Lagardere’s successful defence against Guy Wyser Pratte.

OUTLOOK AND PRIORITIES

A major priority for the UK business will be continuing the HBOS EES integration into Plan Managers, which will strengthen Computershare’s ability to provide synergised, globally integrated plans to major clients. Other priorities include developing cross sale opportunities with Computershare’s businesses in Scandinavia and Continental Europe, and continuing to focus on winning IPO opportunities.

Computershare Voucher Services will seek to counteract downward price pressure in the market due to public sector cutbacks through superior technology and cost management, while maintaining its focus on service delivery and quality.

In Russia, Computershare will focus on integrating Nikoil and The National Registry Company, and the subsequent launch of Computershare Russia.

Looking for appropriate acquisition opportunities will remain a priority in the region, as will preparing for market structure initiatives including T2S and the development of a Russian CSD.

PAGE 9

Australia and New Zealand Regional Overview

Computershare’s Australia and New Zealand business achieved another year of growth, assisted by a stronger Australian dollar and continued secondary capital raisings during the fi rst half of the fi nancial year.

2010 HIGHLIGHTS

• › Managed 73% of IPOs by capital raised

• › Delivered new technology to support strong growth in inbound communications and image processing capabilities

• › Continued success with web-based services for custodians and other intermediaries

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+13% +29%
Revenue EBITDA
06 07 08 09 10 06 07 08 09 10
($ Million) ($ Million)
3. 1.
1. 5. 335 84
4. 296 295 068. 651.
3. 219 5.
177 51
315.
----- End of picture text -----

YEAR IN REVIEW

The Investor Services business continued to perform strongly in diffi cult trading conditions.

The major focus for Communication Services was the introduction of new technology, which further cemented the company as a leading provider of communications solutions.

Plan Managers led the market in complex global plan administration, including management of BHP Billiton’s vesting to more than 12,000 employees around the globe with real-time trading functionality across four exchanges and payments in more than 30 jurisdictions. The Funds Services business successfully retained key clients under new long term contract arrangements.

ACHIEVEMENTS

Investor Services managed 73% of IPOs by capital raised and administered a signifi cant number of corporate actions for major companies, including Myer, ANZ and Woodside Petroleum. In total, over $16 billion was raised for more than 350 issuers.

Computershare’s ongoing focus on quality was again recognised by achieving the highest award category of any entrant in the 2009 Australian Business Excellence Awards.

The New Zealand Investor Services business managed several signifi cant corporate actions, including the Auckland City Council Bond offer and the Fonterra Bond offer worth a combined NZ$500 million.

Signifi cant penetration among the custodian market continued to drive usage of Intermediary Online, a unique web portal which allows custodians to manage their holdings and interact with the registry more effi ciently and with less risk. Proxy services have been especially well received.

Communication Services continued to introduce new products and technology, including a web based publishing platform and an image processing product in partnership with the Commonwealth Bank of Australia. Major commercial client wins included News Limited and Centrelink, the business’s fi rst major appointment as a Government supplier.

Following legislative changes introduced by the Federal Government in December 2009, Plan Managers successfully produced more than 234,000 participant tax statements within the required 14 day timeframe.

The Fund Services business expanded its product set and developed capability for new products, including retained asset administration and fi xed interest products.

Despite subdued M&A activity, Georgeson continued to lead the market in proxy services by working on a number of major takeovers. Among the most signifi cant were Boart Longyear’s Extraordinary General Meeting and Sino Gold’s AU$2.1 billion merger scheme with Eldorado. The business also assisted in numerous capital raisings during the fi rst half of FY2010, including ANZ, NAB, CSR, Ramsay Health, Bendigo and Adelaide Bank, Asciano and Macquarie Airports.

OUTLOOK AND PRIORITIES

While subdued market activity is expected to impact the performance of Investor Services and Georgeson in the short term, Investor Services will focus on the successful delivery of the major QR National IPO, should it progress.

Maintaining market leadership in operational and service quality will remain a signifi cant focus, with the Lean Six Sigma program

continuing across the enterprise.

Plan Managers is set to continue its growth in the post-tax global plans market and through the ongoing development of new products.

The fi nal elements of the QM Technologies integration into Communication Services remain on track and are expected to be completed by the end of the calendar year.

PAGE 10 Computershare Annual Report 2010

Canada Regional Overview

A stronger second half helped Computershare’s Canadian business improve on its FY2009

performance, albeit marginally. The result was aided by strong revenue growth by the Plan Managers business and several major client wins.

2010 HIGHLIGHTS

• Won the fi scal agency role for the State of Israel’s global bond program

• Facilitated major corporate actions for Great-West Lifeco Inc. and Icahn Group

• Won major Investor Services clients

==> picture [213 x 188] intentionally omitted <==

----- Start of picture text -----

+4% +3%
Revenue EBITDA
06 07 08 09 10 06 07 08 09 10
($ Million) ($ Million)
3. 9.
6. 224 1. 4. 100 1. 8.
3. 193 182 190 9. 83 85
156 74
253.
----- End of picture text -----

YEAR IN REVIEW

The Investor Services business maintained its leadership in market share and IPO appointments, while Plan Managers achieved record profi tability as a result of strong revenue growth and new operational effi ciencies.

Communication Services achieved steady growth and continued to focus on sales, quality and customer service improvements.

Georgeson won a reasonable share of the limited opportunities. It otherwise mitigated the impact of the subdued market by careful management of overheads.

ACHIEVEMENTS

Computershare continued to lead industry innovation by launching a Direct Registration service for Investor Services clients and Georgeson’s Televote™ service to enhance retail voter response.

The Corporate Trust business won the fi scal agency role for the State of Israel’s global bond program, while total debt under administration increased by 13%, reaching $1.42 trillion.

Investor Services secured several of the year’s largest opportunities, winning contracts to provide transfer agency services for Tim Hortons and fi scal agency services for Province of Alberta Savings Bonds.

Despite slow market conditions and increased competition, Georgeson continued to lead the market in proxy solicitation services by working on major deals including Encana, Falcon Oil, Mirror Lake, and Transalta Corp.

Computershare also managed a number of Canada’s major corporate actions including the Great-West Lifeco Inc. redemption, Icahn Group’s offer for Lionsgate, and CRCC-Tongguan Investment Co., Ltd.’s CAD$679 million offer for Corriente Resources Inc. Prominent asset reunifi cation programs were also managed for IBM, Astral Media, Fairmont Hotels & Resorts, Barrick Gold Corporation and Teck Resources Ltd.

High client satisfaction levels enabled Plan Managers to derive 70% of new business from existing clients, while Communication Services expanded its commercial offering into the fi nancial services industry.

OUTLOOK AND PRIORITIES

With relationship building and client retention continuing to be priorities for the Canadian business, driving higher client satisfaction levels through operational excellence will be a major focus in FY2011 and beyond.

Investor Services will focus on new product development to further strengthen its market position as an innovative, high value service provider.

Georgeson and Investor Services are well placed to take advantage of any increase in corporate actions activity.

Plan Managers is also well placed to take advantage of any strengthening in the economy, while Communication Services will continue to offer its clients and prospects effective electronic and customer centric solutions.

PAGE 11

Asia Regional Overview

Computershare’s Asian business delivered a large increase in revenue, driven by substantial increases in IPO activity in Hong Kong and India and improved cost management.

2010 HIGHLIGHTS

Managed 54 IPOs and 90% of capital raised in Hong Kong > More than doubled Plan Managers’ client base in Asia > Commenced managing the largest IPO in history by value

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----- Start of picture text -----

+28% +84%
Revenue EBITDA
06 07 08 09 10 06 07 08 09 10
($ Million) ($ Million)
3134. 0. 5. 507.
48
117
670. 287. 391. 4. 275.
23
613.
----- End of picture text -----

YEAR IN REVIEW

Robust growth in China and India helped Computershare’s Asian businesses recover strongly from the previous year’s diffi cult market conditions and defy the effects of the European sovereign debt crisis.

The Hong Kong Investor Services business achieved good results, benefi tting from a resurgence in capital raisings (and other corporate actions), and the introduction of new products and cost rationalisation measures.

In addition to its regulatory and client liaison functions, Beijing-based Computershare International Information Consultancy Services Limited now provides shareholder meeting services to clients in China.

The Plan Managers business continued to grow, doubling its client base and recruiting new staff to help cater for increased plan opportunities in the region. The take up of Georgeson proxy solicitation services in China and Hong Kong also accelerated signifi cantly.

Computershare’s Indian business rebounded strongly from the economic uncertainty caused by the 2009 Indian General Election. The Mutual Fund business continued to pick up new mandates and benefi t from strong growth in assets under management, while minimal IPO activity was offset by increased corporate actions and tighter cost control measures.

Computershare’s joint venture in Japan with Mitsubishi UFJ Trust Bank suffered from a decline in corporate actions.

ACHIEVEMENTS

In the Hong Kong IPO market, Computershare benefi tted from an infl ux of international listings, capturing 54 new fl oats and 90% of capital raised. In addition to the fl ow of IPOs from China, new listings included The United Company of Rusal (Russia), Asia Citrus (UK), Prudential Insurance (UK), L’Occitane (France), South Gobi (Canada). Major rights issues were managed for China Merchant Bank and Bank of Communications.

On 30 June 2010, Computershare commenced management of the $22.1 billion Agricultural Bank of China IPO, the largest in history by value.

Computershare actively participated in Hong Kong’s development of a scripless securities market model.

The Indian Mutual Fund business secured new mandates from Axis, Peerless and Motilal Oswal during the year. The Investor Services business managed a number of IPOs, including Oil India, India Bulls Power and Adani Power, as well as the fi rst Indian Depository Receipt issue for Standard Chartered Bank Plc.

Plan Managers more than doubled its client base in Asia, adding new clients such as NetEase, Shanda Game and GOME.

Proxy solicitations were completed for Sinopec, China Eastern Airlines, Tianjin Port Development, Huaneng Power International, Dalian Port, Angang Steel, Great Wall Technology and China Railway Construction Company.

OUTLOOK AND PRIORITIES

The continued popularity of Hong Kong as a centre for international capital raisings is expected to increase IPO activity in the region.

Rights issues for Bank of China and China Construction Bank are scheduled to commence early in FY2011 and the business is currently preparing systems to handle Renminbi (RMB) denominated transactions in anticipation of Hong Kong becoming a RMB offshore centre.

The Indian business is expected to grow in the next year; however, the evolution of Indian market infrastructure will continue to create regulatory uncertainty.

Computershare will continue to explore further growth opportunities in new markets and services within the region.

PAGE 12 Computershare Annual Report 2010

Global Services Overview

The Global Capital Markets Group (GCM) had another successful year as it continued to leverage Computershare’s global footprint to deliver sophisticated and unique solutions for international and global issuers.

Both Computershare Governance Services (CGS) and IML had challenging years, as an ongoing slump in discretionary spending slowed demand in all regions. Both businesses continued to invest in technology and product enhancements and are ideally placed to capitalise on any improvement in market conditions.

GLOBAL CAPITAL MARKETS GROUP

GCM advised on and/or managed a number of cross-border transactions, including CDI to DI (CREST Depository Interests to Depository Interests) conversions for Virgin Media (US NASDAQ, UK LSE) and Phoenix Group Holdings, and the acquisition of Cadbury Plc by Kraft.

Sixteen new DI programs were established, while several Channel Islands based companies leveraged Computershare’s global registry capabilities to form secondary listings in Canada and the US (without using American Depository Receipts). Cross-border listings continued between Australia and Canada.

GCM’s Global Transaction Unit processed over 35,000 cross border transactions in markets throughout the world. The introduction of the web based xSettle™ service has enabled GCM to leverage Computershare’s global technology capabilities and close links to local clearing houses to accelerate the movement of securities between markets.

Market Developments

GCM continued to actively lead efforts to infl uence regulatory policy in Canada, China, the European Union, Hong Kong, Russia, the UK and the USA, as regulators, market infrastructure providers and major market users considered potential changes to local market regulations, structures and operations.

GCM made policy submissions on the following matters to promote and protect the interests of issuers and their shareholders, and expects to be further consulted (and to make representations) on these and other important national market structure developments in FY2011:

• The US Securities and Investment Commission is considering reforms to proxy voting and shareholder communications, and is reviewing the “proxy plumbing” issue;

• The European Central Bank is proposing to introduce a pan-European settlement system by 2014, while the European Commission is preparing a directive on securities law and developing a number of market harmonisation initiatives; and

• China is developing the structure for its International Board, which will allow foreign issuers to list on the Shanghai Stock Exchange. GCM is proposing a service to provide connectivity between China and other major international markets, particularly the UK and US, to facilitate the delivery of shareholder rights and entitlements

IML

IML’s overall results were down on FY2009, as organisations throughout the world cut back on discretionary spending at meetings, conferences and events. The result was also impacted by fewer Extraordinary General Meetings in all regions.

Highlights for the year included the use of IML’s technology to gauge audience sentiment during nationally televised political debates in the UK and Australia, and the development of a new industry leading interactive device, the IML Connector.

In Asia, the business will seek further shareholder meeting opportunities after its technology was used successfully at AGMs for SGX, SingTel and Singapore Airlines.

In FY2011 the business will aim to take advantage of a recovery in the event and conference market, which started during the second half of FY2010, and also seek to drive revenue growth through the new IML Connector device.

GOVERNANCE SERVICES

CGS delivered a disappointing result on the back of diffi cult economic conditions, particularly in the UK and Germany.

The business did continue to grow in North America and Australia, and received positive feedback from European clients regarding service and support improvements made during the year.

New clients were signed within all regions, including MERCK KGaA and Liberty Global Europe BV in Europe, TIAA-CREF and Goodyear in North America, and the Commonwealth Bank of Australia and QIC Limited in the Asia Pacifi c region.

Throughout the year, CGS introduced a number of signifi cant product and service enhancements, while continued investment in resources, technology and client support will enable the business to capitalise on the eventual release of pent up demand for governance and compliance related products.

CGS’s BoardWorks application will also be enhanced to take advantage of increased demand for board portal services.

PAGE 13

Corporate Responsibility

We are committed to engaging all of our stakeholders to effect positive change that improves the quality and sustainability of our environment, workplace, community and marketplace.

OUR APPROACH

Computershare understands the importance of responsible citizenship, governance and transparency, and like many organisations, has a long history of active engagement with its workforce, communities and marketplace. Computershare is committed to a transparent, accountable approach to business that recognises the legitimate interests of all stakeholders.

More recently, we have taken further measureable steps to manage our long term impact on the environment, and have made sustainability a core challenge across the enterprise. In keeping with our practical business approach, values and culture, Computershare will continue to focus only on activities that deliver real and meaningful difference and give those ideas enterprise wide support.

ACHIEVEMENTS

Computershare continues to be recognised as a member of the FTSE4Good Index Series, an important benchmark index designed to measure the performance of companies that meet globally recognised corporate responsibility standards.

In support of our ongoing commitment to transparency and disclosure of our environmental footprint we have responded to the 2010 Carbon Disclosure Project request for information. This information is available on the Carbon Disclosure Project website.

During the last 12 months we have made a number of signifi cant achievements, including but not limited to:

Change a Life

Computershare’s Change a Life initiative has continued to fund projects that address poverty and empower communities to effect change around the world. Over AU$3.5 million has now been raised from company-matched employee donations, corporate contributions and fundraising programs.

Change a Life currently supports the Sunrise Children’s Village orphanage project in Cambodia and three World Vision community learning centres in Kenya. The farmer managed natural regeneration project in Chad, which Change a Life has supported for over four years, was completed in March 2010.

To fi nd out more about Change a Life visit the website.

eTree®

Our eTree® initiative continues to actively drive electronic communications take-up and signifi cantly reduce paper-based investor communications globally. Since its launch in 2004, eTree® has provided valuable funding for environmental restoration projects and has directly led to the planting of more than four million trees worldwide.

For more information please visit the etree website.

==> picture [263 x 186] intentionally omitted <==

Students at the World Vision Community Learning Centre, Kenya.

==> picture [221 x 186] intentionally omitted <==

The children of the Sunrise Children’s Village in Cambodia.

PAGE 14 Computershare Annual Report 2010

Green Week 2010

As a company with a global workforce of over 11,000, we work to reduce the environmental impact of our employees in the workplace. With this in mind, we held our inaugural Computershare ‘Green Week’ during February 2010, which involved all of our sites and employees globally. To continue the awareness campaign, a ‘Green Day’ is held monthly with various themes explored each time.

Green Offi ce Challenge

Improving the environmental effi ciency of our many sites and offi ces helps Computershare reduce its overall impact on the environment. The Green Offi ce Challenge is a friendly global competition that encourages our operating sites throughout the world to become more effi cient. The competition commenced with a self-audit based on simple metrics, such as waste minimisation measures and recycling levels, amongst other variables. Once a baseline score was established each offi ce strived to improve its score by the end of August 2010, at which time we identifi ed and acknowledged the most sustainable Computershare offi ce.

Environmental Footprint

Although our business has a relatively small environmental footprint, we are continuing to review our operations so we can improve and measure our impact on the environment. We encourage our building management teams across all sites globally to carry out offi ce-based initiatives, and our sustainability committee provides a framework to execute, measure and monitor global environmental initiatives.

Products and Services

Our sustainable communication solutions, delivered across a wide range of our businesses, help clients identify and implement lower cost and more environmentally friendly communication strategies for their key stakeholder groups, such as securityholders, customers, employees and members.

==> picture [262 x 184] intentionally omitted <==

Staff at Computershare’s Osborne Park offi ce during Green Week, February 2010.

==> picture [229 x 185] intentionally omitted <==

A Landcare Australia volunteer group in Minimay, Victoria.

PAGE 15

Corporate Governance Statement

1. COMPUTERSHARE’S APPROACH TO CORPORATE GOVERNANCE

Good corporate governance is important to Computershare and the Board is committed to maintaining high governance standards. A description of Computershare’s main corporate governance practices is set out in this corporate governance statement. All practices were in place for the entire year ended 30 June 2010, unless otherwise stated. References in this statement to the ‘Group’ refer to Computershare Limited and its controlled entities.

2. BOARD RESPONSIBILITIES

The Board is responsible for the corporate governance of the Group and is governed by the principles set out in the Board Charter, a copy of which is available from the corporate governance section of the Computershare website - www.computershare.com.

The principal role of the Board is to ensure the long term prosperity of the Group by setting broad corporate governance policies and ensuring they are effectively implemented by management. The Board carries out this role primarily by:

• › overseeing the Group and its global operations;

• › appointing and removing, where appropriate, the senior executives of the Group;

• › setting the strategic direction of the Group and providing strategic advice to management;

• › providing input into and approving the corporate strategy and performance objectives developed by management;

• › reviewing and ratifying systems of governance, risk management and internal compliance and control, as well as codes of conduct and legal compliance to ensure appropriate compliance frameworks and controls are in place;

• › approving budgets and monitoring progress against those budgets and establishing and reporting on fi nancial and non-fi nancial key performance indicators; and

• › ensuring executive remuneration is appropriate and consistent with guidance provided by the Board’s Remuneration Committee.

The Board has delegated to senior management responsibility for a number of matters, including:

• › managing the Group’s day to day operations in accordance with Board approved authorisations, policies and procedures;

• › developing the Group’s annual budget, recommending it to the Board for approval and managing the Group’s day to day operations within that budget; and

• › implementing corporate strategy and making recommendations on signifi cant corporate strategic initiatives.

3. COMPOSITION OF THE BOARD OF DIRECTORS

Computershare’s Constitution provides that:

• › the minimum number of directors is three and the maximum number of directors is ten;

• › at each annual general meeting, at least two directors must retire from offi ce. Re-appointment is not automatic. If retiring directors wish to continue to hold offi ce they must submit themselves for re-election by Computershare’s shareholders; and

• › no director (other than the Managing Director) may be in offi ce for longer than three years without facing re-election.

PAGE 16 Computershare Annual Report 2010

Membership and expertise of the Board

The Board has a broad range of necessary skills, knowledge and experience to govern the Group and understand the markets and challenges the Group faces. As at the date of this Annual Report, the Board composition (with details of the professional background of each director) is as follows:

Christopher John Morris

==> picture [85 x 89] intentionally omitted <==

Position: Chairman Age: 62 Independent: No

Chris Morris is a founding member of Computershare (established in 1978) and was appointed Chief Executive Offi cer in 1990. Chris’ extensive knowledge of the securities industry and its user requirements from both a national and international perspective, coupled with his passion and long term strategic vision, have been instrumental in developing Computershare into a global company that is unique in its provision of a full range of solutions to meet the needs of listed companies and their stakeholders. In November 2006, Chris became the Group’s Executive Chairman and in September 2010 he relinquished his executive responsibilities and is now Non-Executive Chairman.

Chris was also appointed as the non-executive Chairman of Empire Beer Group Limited in March 2009.

Chris is Chairman of the Nomination Committee and the Acquisitions Committee and is a member of the Remuneration Committee. He is based in Melbourne.

W. Stuart Crosby

==> picture [85 x 92] intentionally omitted <==

Stuart Crosby was appointed Chief Executive Offi cer and President of the Computershare Group in November 2006. He has been with the company for over 10 years.

Before becoming CEO, Stuart was the Group’s Chief Operating Offi cer. He also spent several years running the company’s operations in Australia, New Zealand, India and Hong Kong, and played a key role in building the company’s interests in Asia and Continental Europe.

Prior to joining Computershare, Stuart was the National Head of Listings at the Australian Securities Exchange and held various senior roles with the Hong Kong Securities and Futures Commission.

Stuart is a member of the Nomination Committee and the Acquisitions Committee. He is based in Melbourne.

Position: Chief Executive Offi cer Age: 54 Independent: No

Penelope Jane Maclagan BSc (Hons), DipEd

==> picture [85 x 97] intentionally omitted <==

Position: Non-Executive Director Age: 58 Independent: No

Penny Maclagan joined Computershare in 1983 and was appointed to the Board as an executive director in May 1995.

Until 2008, as head of Computershare Technology Services, Penny was responsible for planning, developing and executing technology across the world in support of the Group’s global strategy. In 2008, Penny reduced her day to day involvement and gave up her line management role and in September 2010 gave up her remaining executive responsibilities.

As has been the case throughout her career with Computershare, Penny remains deeply involved in technology support and development. Her detailed understanding of Computershare’s proprietary technology and of the global securities industry greatly contributes to the maintenance of Computershare’s competitive advantage in the global marketplace.

Penny is a member of the Remuneration and Nomination Committees and is based in Melbourne.

Anthony Norman Wales FCA, FCIS

==> picture [85 x 95] intentionally omitted <==

Position: Non-Executive Director Age: 66 Independent: Yes

Tony Wales has been involved with Computershare since 1981 and was appointed Executive (Finance) Director in 1990. On 30 September 2001, Tony relinquished his executive responsibilities and, since that time, has remained on the Board in a non-executive capacity.

During his time as Finance Director, Tony was instrumental in much of the strategic expansion of the Group from its days as a small Australian provider of bureau services to a global company that is unique in its provision of solutions to meet the needs of listed companies and their stakeholders. Of particular importance was Tony’s principal role in negotiations and the due diligence process for the Company’s major acquisitions.

In September 2010, Tony advised the Company that he would be resigning as a director at the end of the Company’s annual general meeting to be held in November 2010.

Tony has been a non-executive director of Firstfolio Limited since October 2002.

Tony is Chairman of the Remuneration Committee and is a member of the Risk and Audit Committee and the Nomination Committee. He is based in Sydney.

PAGE 17

Corporate Governance Statement

Simon Jones

M.A.(Oxon), A.C.A.

==> picture [85 x 92] intentionally omitted <==

Position: Non-Executive Director Age: 54 Independent: Yes

Simon Jones was appointed to the Board on 10 November 2005 as a non-executive director.

Simon is a chartered accountant and a director of Canterbury Partners, a boutique corporate advisory fi rm based in Melbourne. He has extensive experience in investment advisory, valuations, mergers and acquisitions, public offerings, audit and venture capital.

Simon is a former Managing Director of N.M. Rothschild and Sons (Australia) - Melbourne offi ce. He is also a former Head of Audit and Business Advisory (Australia & New Zealand) and Corporate Finance (Melbourne) of Arthur Andersen.

Simon has been a director of Melbourne IT Limited since 2003 and was appointed its Chairman in November 2009. He is also the Chairman of the Advisory Board of MAB Limited and Treasurer of the Melbourne International Arts Festival.

Simon is Chairman of the Risk and Audit Committee and is a member of the Remuneration Committee, Acquisitions Committee and the Nomination Committee. He is based in Melbourne.

Arthur Leslie (Les) Owen BSc, FIA, FIAA, FPMI

==> picture [85 x 94] intentionally omitted <==

Position: Non-Executive Director Age: 61 Independent: Yes

Les Owen was appointed to the Board on 1 February 2007 as a non-executive director. Les is a qualifi ed actuary with over 35 years experience in the fi nancial services industry. From January 2000 to September 2006, he was the Group Chief Executive Offi cer of AXA Asia Pacifi c Holdings Limited, one of Australia’s top 50 listed companies. Prior to his appointment at AXA Asia Pacifi c, he was the Chief Executive Offi cer of AXA Sun Life plc, one of the largest life insurance companies in the UK. He was also a member of the Global AXA Group Executive Board and a member of the Federal Treasurer’s Financial Sector Advisory Council.

Les is based in Bristol in the UK, although he splits his time between the UK and Australia and retains signifi cant ties to Melbourne. He is a non-executive director of Discovery Holdings (a South African listed health and life insurer), the Royal Mail and Just Retirement in the UK and also the Football Federation of Australia.

Les is a member of the Risk and Audit Committee, the Remuneration Committee and the Nomination Committee.

Nerolie Phyllis Withnall BA LLB FAICD

==> picture [85 x 98] intentionally omitted <==

Nerolie Withnall was appointed to the Board as a non-executive director on 1 July 2008. A former Corporate Partner with Minter Ellison lawyers until 2000, Nerolie holds a range of directorships, including Redcape Property Fund Limited (2007 – present), Campbell Brothers Limited (1994 – present), PanAust Limited (1996 – present) and Alchemia Limited (2003 – present).

Nerolie was also Chairman of QM Technologies Limited from 2003 until its takeover by Computershare Communication Services Limited in March 2008.

Nerolie is a member of the Remuneration Committee and the Nomination Committee.

Position: Non-Executive Director Age: 66 Independent: Yes

Gerald (Jerry) Lieberman

==> picture [85 x 92] intentionally omitted <==

Jerry Lieberman was appointed to the Board as a non-executive director on 1 August 2010, having recently retired as President and Chief Operating Offi cer of AllianceBernstein L.P, a United States based global investment management fi rm. Jerry has previously held a number of senior positions in both line and staff roles in fi nancial services organisations in the United States and Mexico, including Chief of Administration at Sanford C. Bernstein & Co., Inc, Chief Financial Offi cer of Fidelity Investments and Senior Human Resources Offi cer and Country Managing Director of Citicorp. Jerry is a CPA with graduate studies in Finance and is a member of the Nomination and Remuneration Committees.

Position: Non-Executive Director Age: 63 Independent: Yes

Markus Kerber, who was appointed to the Board on 18 August 2004 as a non-executive director, retired as a director at the conclusion of the Company’s annual general meeting in November 2009.

PAGE 18 Computershare Annual Report 2010

4. BOARD INDEPENDENCE

The Board has considered each of the eight directors in offi ce as at the date of this Annual Report and determined that a majority (fi ve out of eight) of them are independent. The three directors who are not considered to be independent are Chris Morris, Stuart Crosby and Penny Maclagan. Markus Kerber retired as a director at the conclusion of the Company’s annual general meeting in November 2009 and Jerry Lieberman was appointed as a director after the reporting period. However, a majority of independent directors was on the board throughout the reporting period.

The Board has previously reviewed the independence of Tony Wales. The Board determined that Tony Wales is able to, and does in fact exercise, an independent judgement when acting in his capacity as a non-executive director, notwithstanding that he holds a 5.05% equity interest in the Company. Accordingly, Tony Wales is considered by the Board to be an independent director.

The four remaining directors, (namely, Simon Jones, Les Owen, Nerolie Withnall and Jerry Lieberman) have not been previously employed by the Group and the Board believes they do not have any other relationships that interfere with the exercise of their independent judgment.

The Board notes that the ASX Corporate Governance Council’s recommendations also include a recommendation that the Chairman be an independent director. As previously mentioned, although he is Chairman of the Board, Chris Morris is not an independent director.

The Board believes it is important that Chris Morris remains actively engaged with Computershare and that this requirement is best met by Chris holding the position of Chairman. The Board is also of the view it is capable of making, and does make, independent decisions with regard to the best interests of the Company notwithstanding that the Chairman is not independent.

In addition to ensuring the Board has a broad range of necessary skills, knowledge and experience to govern the Group and understands the markets and challenges the Group faces, the Board believes its membership should represent an appropriate balance between directors with experience and knowledge of the Group and directors with an external or ‘fresh’ perspective. The Board also considers its size should be conducive to effective discussion and effi cient decision making. The Board believes its current composition meets these requirements.

5. BOARD MEETINGS

The Board offi cially convenes in person at least three times each year, both as a Board and in conjunction with senior management in order to discuss the results, the prospects and the short and long term strategy of the Group, as well as other matters, including operational performance and legal, governance and compliance issues. The Board also typically convenes formal meetings by telephone at least twice each fi nancial year to review recent Board reports, discuss matters of importance with management, make recommendations to management and discuss strategy.

The Board receives a monthly report from management, which provides the Board with current fi nancial information concerning the Group and each of the regions in which it operates. Other information on matters of interest to the Board, including operational performance and major initiatives, is also provided by management as appropriate.

The Committees of the Board also meet regularly to dispatch their duties, as discussed further below.

6. BOARD COMMITTEES

The Board has established four Committees to assist the Board in discharging its responsibilities.

The Risk and Audit Committee

The Risk and Audit Committee is governed by a Board approved charter, a copy of which is available from the corporate governance section of the Computershare website - www.computershare.com.

The principal function of the Risk and Audit Committee is to provide assistance to the Board in fulfi lling its corporate governance and oversight responsibilities in relation to the Company’s fi nancial reporting, internal control structure, risk management systems and internal and external audit functions.

The Risk and Audit Committee is chaired by Simon Jones. The Committee currently has two other permanent non-executive members, being Tony Wales and Les Owen.

The Board considers that these members have the required fi nancial expertise and an appropriate understanding of the markets in which the Group operates. The Chief Executive Offi cer, the Chief Financial Offi cer, the Global Enterprise Risk and Audit Manager and the Company’s external auditors are invited to meetings of the Risk and Audit Committee at the Committee’s discretion.

PAGE 19

Corporate Governance Statement

The Nomination Committee

The Nomination Committee is governed by a Board approved charter, a copy of which is available from the corporate governance section of the Computershare website – www.computershare.com.

The main functions of the Nomination Committee are to review the competence, expertise, performance, constitution and succession of the Board, as well as the performance of individual directors.

The Nomination Committee meets on each occasion that the Board meets in person (three occasions in the 2010 fi nancial year). All current directors are members of the Nomination Committee and it is chaired by the Chairman of the Board. Although Chris Morris is not an independent director, for the reasons set out above in Section 4 (Board Independence), including Chris’s extensive experience and understanding of both Computershare and the industry in which it operates, the Board believes it is appropriate for Chris to chair the Nomination Committee.

The Nomination Committee’s policy for the appointment of directors is to select candidates whose skills, expertise, qualifi cations, networks and knowledge of the markets in which Computershare operates (and other markets into which it may expand) complement those of existing Board members so the Board as a whole has the requisite skills and experience to fulfi l its duties.

The Nomination Committee undertakes an informal evaluation of the performance of the Board and its members and of its committees on each occasion that it meets. This is outlined further in Section 9 below.

The Remuneration Committee

The Remuneration Committee is governed by a Board approved charter, a copy of which is available from the corporate governance section of the Computershare website – www.computershare.com.

The principal function of the Remuneration Committee is to assist the Board in ensuring that the Group’s remuneration levels are appropriate and suffi cient to attract and retain the directors and key executives required to run the Group successfully.

The Committee is chaired by Tony Wales and consists of all Directors, other than Stuart Crosby.

The Committee meets at least annually, with additional meetings being convened as required. The Committee has access to senior management of the Group and may consult independent experts where it considers this necessary in order to discharge its responsibilities effectively.

The Acquisitions Committee

The Board established the Acquisitions Committee in 2006. The Committee receives reports from management on acquisition opportunities and meets as necessary to consider those opportunities. The Committee is chaired by Chris Morris and also comprises Simon Jones and Stuart Crosby.

• For details of director attendances at Committee meetings, see the Directors’ Report on page 27.

7. EQUITY PARTICIPATION BY NON-EXECUTIVE DIRECTORS

The Board encourages non-executive directors to own shares in the Company, but the Company has not awarded shares to nonexecutive directors.

8. REMUNERATION

For information relating to the Group’s remuneration practices, and details relating to directors’ and executives’ remuneration during the fi nancial year, see the Remuneration Report which starts on page 28 and is incorporated into this corporate governance statement by reference.

In addition to the disclosure contained in the Remuneration Report, it should be noted that the Board is keen to encourage equity holdings by employees with a view to aligning staff interests with those of shareholders. Many employees have participated in the various share and option plans offered by the Company, and the directors believe that, historically, this has been a signifi cant contributing factor to the Group’s success.

The Board considers that, as a general rule, the composition of executive remuneration and equity-related employee incentive plans are the domain of the Board, subject to meeting the Company’s statutory and ASX Listing Rule obligations.

9. REVIEW OF BOARD AND EXECUTIVE PERFORMANCE

A review of the Board has taken place during the reporting period in accordance with Computershare’s performance evaluation process for directors. This was an informal review whereby the Nomination Committee (which consists of all members of the Board) considered the performance of the Board and any steps that could be taken to maintain its effectiveness. The Board believes that, given the qualifi cations and experience of each individual director and as the Board works well together in considering the best interests of the Company, a more formal performance evaluation process was not required. The Board annually reviews the performance of the senior management group.

PAGE 20 Computershare Annual Report 2010

10. IDENTIFYING AND MANAGING BUSINESS RISKS

There are a variety of risks that exist in the markets in which Computershare operates and there are a range of factors, some of which are beyond the control of Computershare, which may impact the Group’s performance.

The Board, in conjunction with the Risk and Audit Committee, reviews and approves the parameters under which such risks are managed, including the responsibility for internal control systems, the procedure for identifying business risks and the methods to control their fi nancial impact on the Group. The Board has approved a Risk Management Policy, a summary of which is available on the corporate governance section of the Computershare website – www.computershare.com.

The policy is designed to ensure that strategic, operational, legal, reputational and fi nancial risks are identifi ed, evaluated, monitored and mitigated to enable the achievement of the Group’s business objectives.

The Chief Executive Offi cer and senior management team are instructed and empowered by the Board to implement risk management strategies co-operatively with the Risk and Audit Committee, report to the Board and the Risk and Audit Committee on developments related to risk and suggest to the Board new and revised strategies for mitigating risk. The Board also received a report from the Group’s senior management that its material business risks had been managed effectively throughout the reporting period.

The Global Enterprise Risk and Audit Manager (“GERAM”) is a senior role with responsibility for providing counsel and direction in risk management across the Group. This includes counsel on the refi nement, implementation and monitoring of a comprehensive and integrated risk management framework based on unit manager ownership of risk with independent monitoring. The GERAM reports directly to the Group’s Chief Executive Offi cer with a dotted line to the Chairman of the Risk and Audit Committee.

The role of Internal Audit as part of the Group’s risk management framework is to understand the key risks of the organisation and to examine and evaluate the adequacy and effectiveness of the system of risk management and internal controls used by management. Internal Audit carries out regular systematic monitoring of control activities and reports to both relevant business unit management and the Risk and Audit Committee.

Typically, the audit methodology includes performing risk assessments of the area under review, undertaking audit tests, including selecting and testing audit samples, reviewing progress made on previously reported audit fi ndings and discussing internal control or compliance issues with line management, and reaching agreement on the actions to be taken.

11. CORPORATE REPORTING

The Chief Executive Offi cer and Chief Financial Offi cer have made a statement to the Board of Directors in respect of the year ended 30 June 2010, as detailed on page 95 of this Annual Report.

12. CONFLICT OF INTEREST AND INDEPENDENT ADVICE

If a director has a potential confl ict of interest in a matter under consideration by the Board or a Committee of the Board, that director must abstain from deliberations on the matter. In that circumstance, the director is not permitted to exercise any infl uence over other Board members or Committee members on that issue nor receive relevant Board or Committee papers.

The Company permits any director or Committee of the Board to obtain advice about transactions or matters of concern at the Company’s cost. Directors seeking independent advice must obtain the approval of the Chairman, who is required to act reasonably in deciding whether the request is appropriate.

13. ETHICAL STANDARDS

Computershare recognises the need for directors and employees to observe the highest standards of behaviour and business ethics. The Board has adopted a Code of Ethics that sets out the principles and standards with which all offi cers and employees are expected to comply in the performance of their respective functions and which recognises the legal and other obligations the Company has to legitimate stakeholders. A key element of that code is the requirement that directors, offi cers and employees act in accordance with the law and with the highest standards of propriety.

A summary of the Group’s Code of Ethics is available from the corporate governance section of the Computershare website – www.computershare.com.

PAGE 21

Corporate Governance Statement

14. CODE OF PRACTICE FOR BUYING AND SELLING COMPUTERSHARE SECURITIES

The freedom of directors and senior management to deal in Computershare’s securities is restricted in a number of ways – by statute, by common law and by the requirements of the ASX Listing Rules. The Company has also adopted a Code of Practice for Buying and Selling Computershare Securities which contains additional restrictions on dealing in Computershare securities by directors and certain designated executives.

Subject always to insider trading laws, the Code of Practice provides that directors and certain designated executives can deal in Computershare securities in the four weeks after the release by the Company of its half year and full year fi nancial results and its annual general meeting.

Directors and senior executives may only deal in Computershare securities outside of these times, or deal in derivatives of Computershare securities at any time, with the express prior approval of the Chairman.

A copy of the Code of Practice is available from the corporate governance section of the Computershare website – www.computershare.com.

15. SHAREHOLDER COMMUNICATIONS

The Board aims to ensure that shareholders are informed of all material information necessary to assess the performance of Computershare. Information is communicated to shareholders through:

• › the annual report, which is distributed to all shareholders (other than those who elect not to receive it), and a shorter form shareholder review for those who do not wish to receive the full annual report;

• › the annual general meeting and other shareholder meetings called to obtain approvals as appropriate;

• › making available all information released to the ASX on Computershare’s website immediately following confi rmation of receipt by the ASX;

• › in circumstances where presentations are the subject of a webcast, making available the webcast on Computershare’s website shortly after the close of the meeting;

• › ensuring all press releases issued by Computershare are posted on the Company’s website;

• › encouraging active participation by shareholders at shareholder meetings. For shareholders who are unable to attend and vote at shareholder meetings, Computershare encourages electronic voting by accessing Computershare’s website where, in advance of a shareholders’ meeting, shareholders can view an electronic version of the voting form and submit their votes;

• › actively encouraging shareholders to provide their e-mail addresses to facilitate more timely and effective communication with shareholders at all times;

• › directly contacting shareholders who have supplied e-mail addresses to provide details of upcoming events of interest; and

• › encouraging shareholders who are unable to attend general meetings to communicate issues or ask questions by writing to the Company.

A copy of the Board approved Shareholder Communications Policy is available from the corporate governance section of the Computershare website – www.computershare.com.

16. COMMITMENT TO AN INFORMED MARKET RELATING TO COMPUTERSHARE SECURITIES

The Board has approved a Market Disclosure Policy to ensure the fair and timely disclosure of price sensitive information to the investment community as required by applicable law.

Computershare’s Company Secretary and Chief Legal Counsel (Asia Pacifi c), Dominic Horsley, has been appointed as the disclosure offi cer and is required to keep abreast of all material information and, where appropriate, ensure disclosure of share price sensitive information.

A copy of the policy is available on the corporate governance section of the Computershare website – www.computershare.com.

17. EXTERNAL AUDITORS

The Company’s policy is to appoint external auditors who demonstrate professional ability and independence. The performance of the auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, taking into account an assessment of the performance of, and value delivered by, the current auditor and tender costs.

PricewaterhouseCoopers were appointed as the external auditors in May 2002.

PricewaterhouseCoopers rotates audit engagement partners on listed companies every fi ve years. It is also PricewaterhouseCoopers’ policy to provide an annual declaration of independence to the Company’s Risk and Audit Committee. In addition, the Company has put in place a policy which lists the types of services that PricewaterhouseCoopers will not be able to undertake in order to maintain the independence and integrity of its services to the Company. As part of this policy, the Board must

PAGE 22 Computershare Annual Report 2010

approve any permitted non-external audit task where the total fee for non-audit services may exceed 10% of the annual external audit engagement fee.

The external auditor is required to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation of the content of the audit report, the accounting policies adopted by the Company in relation to the preparation of the fi nancial statements and the independence of the auditor in relation to the conduct of the audit.

An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in the Directors’ Report.

18. WHISTLEBLOWING

The Board has approved a Whistleblowing Policy that specifi cally outlines procedures for dealing with allegations of improper conduct. Concerns can be raised in a number of ways, including anonymously in writing through the Company’s online whistleblower reporting system, or by telephone. Any concerns that are reported are assessed and handled by regional disclosure co-ordinators.

All employees have received training about the Company’s Whistleblowing Policy, including how to detect and report improper conduct.

19. CORPORATE AND SOCIAL RESPONSIBILITY

For details relating to the Company’s corporate and social responsibility initiatives see page 14 of this Annual Report.

20. HEALTH AND SAFETY

Computershare aims to provide and maintain a safe and healthy work environment. Computershare acts to meet this commitment by implementing work practices and procedures throughout the Group that comply with the relevant regulations governing the workplace. Employees are expected to take all practical measures to ensure a safe and healthy working environment in keeping with their defi ned responsibilities and applicable law.

21. COMPANY SECRETARY

The Company Secretary during the reporting period was Dominic Horsley. Under Computershare’s Constitution, the appointment and removal of the Company Secretary is a matter for the Board. Among other matters, the Company Secretary advises the Board on governance procedures and supports the effectiveness of the Board by monitoring Board policy and procedures and coordinating the completion and despatch of Board meeting agendas and papers.

Dominic Horsley joined the Company in June 2006, having previously practised law at one of Asia Pacifi c’s leading law fi rms and as a Corporate Counsel with a major listed Australian software and services supplier. Dominic completed a Bachelor of Arts (Hons) in Economics at Cambridge University and completed his legal studies at the College of Law in London. Dominic is also the Chief Legal Counsel for the Group’s Asia Pacifi c operations.

All directors have access to the advice and services of the Company Secretary.

PAGE 23

Directors’ Report

The Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the fi nancial year ended 30 June 2010.

DIRECTORS

The following directors were directors during the whole of the fi nancial year and up to the date of this report unless otherwise noted:

Non-executive

Christopher John Morris (Chairman, Executive Chairman until 14 September 2010) Simon David Jones

Dr Markus Kerber (resigned 11 November 2009) Gerald Lieberman (appointed 1 August 2010) Penelope Jane Maclagan (Executive Director until 14 September 2010) Arthur Leslie Owen Anthony Norman Wales Nerolie Phyllis Withnall

Executive

William Stuart Crosby (Managing Director and Chief Executive Offi cer)

PRINCIPAL ACTIVITIES

The principal activities of the consolidated entity during the course of the fi nancial year were the operation of Investor Services, Plan Services, Communication Services, Business Services, Shareholder Relationship Management Services and Technology Services.

• The Investor Services operations comprise the provision of 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 Business Services operations comprise the provision of bankruptcy and class action administration services, voucher services, meeting services, and corporate trust services.

• The Stakeholder Relationship Management Services Group provides 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 specialising in share registry and fi nancial services.

Specifi c Computershare entities are registered securities transfer agents. In addition, certain controlled entities 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.

CONSOLIDATED PROFIT

The profi t of the consolidated entity for the fi nancial year was $301,375,803 after income tax and $294,757,306 after income tax and non-controlling interests. The profi t after tax and non-controlling interests represents a 15.3% increase on the 2009 result of $255,733,024. Profi t of the consolidated entity for the fi nancial year excluding management adjustment items was $321,172,075 after income tax and non-controlling interests. This represents an increase of 10.9% on the 2009 result of $289,531,872.

PAGE 24 Computershare Annual Report 2010

Net profi t after management adjustment items is determined as follows:

	2010 $000	2009 $000
Net prof t attributable to members of the parent entity 294,757 255,733 Exclusion of management adjustment items (net of tax): (Prof t)/Loss on sale of controlled entities - (6,872) Restructuring costs (153) 2,523 VEM acquisition review - 12,573 Acquisition related costs 477 - Redundancy costs 4,290 12,689 Marked to market adjustments - derivatives (821) 940 Intangible assets amortisation 22,622 11,946
Net prof t excluding management adjustment items 321,172 289,532

DIVIDENDS

The following dividends of the consolidated entity have been paid or declared since the end of the preceding fi nancial year:

Ordinary shares

A fi nal dividend in respect of the year ended 30 June 2009 was declared on 12 August 2009 and paid on 23 September 2009. This was an ordinary dividend of AU 11.0 cents per share franked to 50.0%, amounting to AUD 61,121,947 ($53,699,174).

An interim ordinary dividend was declared on 10 February 2010 and paid on 16 March 2010. This was an ordinary dividend of AU 14.0 cents per share franked to 50.0% amounting to AUD 77,792,969 ($68,344,361).

A fi nal dividend in respect of the year ended 30 June 2010 was declared by the directors of the Group on 11 August 2010 and was paid on 14 September 2010. This is an ordinary dividend of AU 14.0 cents per share, franked to 60.0%. As the dividend was not declared until 11 August 2010 a provision has not been recognised as at 30 June 2010.

REVIEW OF OPERATIONS

Overview

The FY10 result was a strong result delivered in a diffi cult economic and market environment. The increase in both revenue and EBITDA results was largely due to contributions from acquisitions made through fi nancial years ended 30 June 2009 and 30 June 2010, signifi cant US mutual fund proxy solicitation and higher corporate actions in Australia, Hong Kong and India, partially offset by weaker corporate action and register maintenance revenue in the UK and lower margin income globally. A favourable foreign exchange translation impact also contributed to higher results.

Computershare delivered another increase in management earnings per share during FY10, growing earnings by 11% from 52.11 to 57.80 cents per share. This represents management net profi t after non-controlling interests of $321.2 million. Total management revenues increased by 7% to $1,619.6 million while operating cash fl ows increased by 21% to $414.5 million.

Operating expenses have increased by 7% compared to the prior year. Depreciation and amortisation expenses increased compared to the prior year mainly due to intangible assets recognised in FY10.

The Group’s effective tax rate has decreased from 27.8% for the year ended 30 June 2009 to 26.6% in the current fi nancial year. The Group’s fi nancial position remains strong with total assets of $2,690.5 million being fi nanced by shareholders’ funds totalling $1,073.0 million.

Revenues

Regionally, management revenues were apportioned between Australia & New Zealand 21%, Asia 7%, EMEA 22%, United States 38% and Canada 12%.

Australia & New Zealand region contributed total revenues of $335.3 million (2009: $295.5 million). Asia region contributed total revenues of $117.0 million (2009: $91.2 million). EMEA region contributed total revenues of $369.4 million (2009: $441.5 million). United States contributed total revenues of $593.3 million (2009: $493.3 million). Canada contributed total revenues of $190.4 million (2009: $182.1 million).

Operating costs

Operating expenses were $1,111.3 million, an increase over prior year of 7%. Cost of sales was $287.4 million, an increase over prior year of 3% whilst personnel costs were $528.4 million, an increase over prior year of 11%. Corporate and other direct costs were $23.7 million and $49.7 million respectively and increased by 5% and 11% over prior year respectively.

Total technology costs were $161.7 million, an increase over prior year of 5%. It includes $65.9 million of research and development expenditure which has been expensed in line with the Group’s policy, an increase over prior year of 4%.

PAGE 25

Directors’ Report

Working capital

Operating cash fl ows were $414.5 million, an increase over prior year of 21%. Capital expenditure was $93.9 million, an increase over prior year of 310% driven by the purchase of the EMEA headquarters building in Bristol and the conversion of the global headquarters building in Melbourne from an operating lease to a fi nance lease during the current fi nancial year. Days sales outstanding increased to 41 days, 1 day more than prior year.

Ordinary shares

The Group had no on-market buy back in operation during the year ended 30 June 2010.

Earnings per share

	2010 Cents	2009 Cents
Basic earnings per share 53.05 46.02 Diluted earnings per share 52.67 45.78 Management basic earnings per share 57.80 52.11 Management diluted earnings per share 57.39 51.83

The management basic and diluted earnings per share amounts have been calculated to exclude the impact of management adjustment items (refer note 6 in the fi nancial report) in order to make the earnings per share amounts for the current year more comparable with the earnings per share amounts for 2009.

SIGNIFICANT CHANGES IN ACTIVITIES

Acquisition

On 28 January 2010, Computershare acquired HBOS Employee Equity Solutions, a leading employee plans services provider in the UK.

In the opinion of the directors there were no other signifi cant changes in the affairs of the consolidated entity during the fi nancial year under review that are not otherwise disclosed in this report or the consolidated accounts.

SIGNIFICANT EVENTS AFTER YEAR END

No matter or circumstance has arisen since the end of the fi nancial year which is not otherwise dealt with in this report or in the consolidated fi nancial statements that has signifi cantly affected or may signifi cantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent fi nancial years.

LIKELY DEVELOPMENTS AND FUTURE RESULTS

There are no likely developments in the operations of the consolidated entity, constituted by the Computershare Group and the entities it controls from time to time, that were not fi nalised at the date of this report.

The Group anticipates USD management earnings per share for fi nancial year 2011 to be 5% to 10% lower than fi nancial year 2010. This assumes the equity, interest rate and foreign exchange market conditions remain broadly consistent with current levels for the rest of the fi nancial year.

ENVIRONMENTAL REGULATIONS

The Computershare Group is not subject to signifi cant environmental regulation.

PAGE 26 Computershare Annual Report 2010

INFORMATION ON DIRECTORS

The qualifi cations, experience and responsibilities of directors together with details of all directorships of other listed companies held by a director in the three years to 30 June 2010 and any contracts to which the director is a party to under which they are entitled to a benefi t are outlined in the Corporate Governance Statement and form part of this report.

Directors’ Interests

At the date of this report, the direct and indirect interests of the directors in the securities of the Company are:

Name	Number of ordinary shares	Number ofperformance rights
WS Crosby 123,688 1,950,000 SD Jones 14,000 - G Lieberman 10,000 - PJ Maclagan 14,935,411 - CJ Morris 47,297,500 - AL Owen 2,000 - AN Wales 28,092,384 - NP Withnall - -

Meetings of directors

The number of meetings of the Board of Directors (and of Board Committees) and the number of meetings attended by each of the directors during the fi nancial year are:

	Directors’ Meetings	Audit Committee Meetings	Nomination Committee Meetings	Remuneration Committee Meetings
A B A B A B WS Crosby 5 5 - - 3 3 SD Jones 5 5 9 9 3 3 Dr M Kerber 2 2 - - 2 2 PJ Maclagan 5 5 - - 3 3 CJ Morris 5 5 - - 3 3 AL Owen 5 5 9 9 3 3 AN Wales 4 5 7 9 3 3 NP Withnall 5 5 - - 3* 3				A B - - 1 1 - - 1 1 1 1 1 1 1 1 1 1

*Dr M Kerber served as director until 11 November 2009

A - Number of meetings attended

B - Number of meetings held during the time the director held offi ce during the year.

The Board also has an Acquisitions Committee comprising SD Jones, CJ Morris, WS Crosby and PA Barker. The Committee receives a monthly report and meets on an informal basis as necessary. Accordingly, it is not included in the above table.

INFORMATION ON COMPANY SECRETARIES

The qualifi cations, experience and responsibilities of company secretaries are outlined in the Corporate Governance Statement and form part of this report.

INDEMNIFICATION OF OFFICERS

During the period, the Group paid an insurance premium to insure directors and executive offi cers of the Group and its controlled entities against certain liabilities.

Disclosure of the amount of insurance premium payable and a summary of the nature of liabilities covered by the insurance contract is prohibited by the insurance policy.

PAGE 27

Directors’ Report

REMUNERATION REPORT

This report covers:

• A. Our philosophy (Computershare’s approach to remuneration)

• B. How we do it (the structure of our remuneration packages)

• C. The numbers (what we actually paid and what equity-based awards have been made)

• D. Proportions of fi xed and performance related remuneration

• E. Other information

A. COMPUTERSHARE’S APPROACH TO REMUNERATION

The Remuneration Committee sets and reviews compensation arrangements across the Group, including non-executive directors, executive directors and other senior executives. The Remuneration Committee’s goal is to ensure that Computershare’s remuneration policies are appropriate to its size and culture, and that the interests of directors, employees and shareholders are appropriately balanced.

Computershare does not rely signifi cantly on market comparisons in striking levels of remuneration. It is diffi cult to fi nd relevant comparison points for many of the key roles in the Group. Some other roles, especially in support services, are easier to fi nd relevant comparators for and market data is taken into account in setting remuneration for these roles.

Generally, cash remuneration for Computershare senior employees is relatively low. The value of equity based remuneration has also generally been relatively modest at time of grant. However, many of our employees have done well from their employee equity holdings as a result of share price appreciation, sharing with investors in the Group’s success. Today, over 40% of Computershare’s 11,000 plus employees own shares under company-sponsored plans and equity based remuneration forms an important part of total compensation for senior employees.

The stability of Computershare’s workforce and our relatively modest overall levels of compensation when compared with similar sized companies, suggest that our approach has worked well.

B. THE STRUCTURE OF OUR REMUNERATION PACKAGES

Non-executive directors

We have a total non-executive directors’ fee pool limit of AUD 1,500,000. This limit was approved by shareholders in November 2007.

Non-executive directors receive a fi xed fee equivalent to AUD 130,000 for their services. The chairman of the Audit committee received an additional AUD 90,000, refl ecting the signifi cant additional demands on his time.

No bonuses, either short or long term, are paid to non-executive directors. They are not provided with retirement benefi ts other than statutory requirements. They do not receive shares or options from Computershare.

EXECUTIVE DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL

Executive directors

The Chairman, CJ Morris, and PJ Maclagan are non-executive directors as of the date of this report. They are, however, treated as executive directors for the purposes of the remuneration report as this is the position they held throughout the year ended 30 June 2010. CJ Morris and PJ Maclagan are signifi cant shareholders in the company and their remuneration arrangements as executive directors were not the same as other senior executives. Each was paid a cash salary and may have, at the Remuneration Committee’s discretion, been paid a bonus. No bonus was paid to either CJ Morris or PJ Maclagan in respect of this fi nancial year.

The remuneration of the CEO, WS Crosby, is structured in the same way as other senior executives, except that he receives cash instead of shares for all his variable compensation as he is ineligible to participate in the company’s general equity based plans because he is an executive director. However, he is eligible to and has received grants under the company’s deferred long-term incentive plans.

Management Compensation Plan

Remuneration for senior executives (approximately 55 people across the Group) is calculated according to the Computershare Management Compensation Plan (MCP). The MCP has been in place for the past three years. In addition, 12 executives received performance rights under the Deferred Long Term Incentive (DLI) program in this fi nancial year.

The MCP is based on an on-target remuneration package guide set in the local currency for the relevant executive. On target package guides are reviewed annually.

Several key management personnel also act as directors for controlled entities. They receive no extra payment for this.

PAGE 28 Computershare Annual Report 2010

70% of the package guide is paid by way of fi xed salary. Fixed salary includes base salary and post-employment benefi ts. It is not dependent on the satisfaction of a performance condition. Fixed salary is available to be received in a variety of forms including cash and fringe benefi ts such as motor vehicle and computer hire plans on the same terms and conditions as all employees of the Group.

MCP participants also receive Short Term Incentives (STI) paid in cash and based on performance. As performance varies, the STI amount can vary from zero to 22.5% of the package guide, with 15% paid for on-target performance. Performance for the purposes of the STI is based largely (70%) on performance against the budgeted management EBITDA (earnings before interest, tax, depreciation and amortisation) of the business unit(s) for which the relevant executive is responsible. This measure strongly aligns the executive’s STI outcomes with the performance of the business units they manage. The remaining 30% of STI is based on other factors tailored to the executive’s particular responsibilities and role. Matters typically covered include cost control, business expansion, risk management and service levels.

Long Term Incentives (LTI) are paid in Computershare ordinary shares and are also based on performance. As performance varies, the value of the LTI shares granted varies from zero to 30% of the package guide, with shares worth 15% of the package guide granted for on-target performance. The performance measure for the purposes of LTI calculation is based signifi cantly (50%) on Group’s earnings per share (EPS) growth. This measure aligns LTI outcomes with overall Group’s performance, and gives executives fi nancial incentives to work to maximise overall Group’s performance as well as the performance of the particular businesses units they manage. The remaining 50% of LTI is based on other strategic, cultural and organisational measures. Matters typically covered include fi nancial performance, non-fi nancial performance, leadership, replaceability and character.

LTI shares vest only if the relevant executive is still employed by Computershare two years after grant. LTI shares can, however, also vest early in certain special circumstances (eg death, disability or redundancy) or if the employee’s employment is terminated by Computershare other than for cause.

In some years where the Group has performed exceptionally well, some senior executives have received cash and/or LTI shares in excess of their MCP calculated entitlements in recognition of their contribution to that exceptional performance. That did not happen this year.

Deferred Long Term Incentive (DLI)

In 2005, a Deferred Long term Incentive plan (First DLI) was approved by shareholders and introduced. In that year, 2.75 million performance rights were granted under the plan, of which 1.9 million remain on issue. A further 1.1 million performance rights were granted in 2006, all of which remain on issue.

The 2005 and 2006 grants under the First DLI vest only if fi ve year EPS growth targets are met and the relevant executive continues to be employed by Computershare until vesting date. The EPS targets are:

• If compound annual EPS growth over the fi ve year period following grant is less than 15%, the performance rights lapse.

• If compound annual EPS growth over the fi ve years is more than 15%, the grant is pro-rated. At 15% EPS growth the employees receive 40% of the grant, at 20% EPS growth (or higher) the employees receive 100% of the grant.

• To the extent that the fi ve year EPS growth target is met within the fourth year, 50% of the relevant grant is “locked in” but is still subject to the relevant executive meeting the fi ve year vesting period.

The EPS growth performance target on the remaining 1.9 million performance rights granted in 2005 has now been met in full and the rights will vest on the date that the auditors provide their opinion on current year’s fi nancial report. The fi ve year EPS growth performance target on the 1.1 million performance rights granted in 2006 has been met in full in the fourth year and 50% of the relevant grants will be “locked in”.

A second Deferred Long term Incentive plan (Second DLI) was approved by shareholders in 2009. As foreshadowed at the time of approval, 2.85 million performance rights were granted to 12 executives in November 2009.

Under the Second DLI, one half of the performance rights granted to executives are subject to performance hurdles. Performance hurdles for performance rights awarded under the Second DLI in 2009 are based on average compound growth per annum of the Group’s EPS in the 5 year period ending 30 June 2014.

At the end of each of the third, fourth and fi fth fi nancial years after grant, a minimum of one sixth of the performance rights (ie 1/3 of the performance rights subject to performance hurdles) will be eligible to meet a performance test based on the average compound growth of the Group’s EPS. Performance rights for which the performance test has been met will subsequently vest on the date the Group’s auditors provide their opinion on the annual fi nancial report for the fi nancial year ending 30 June 2014 (vesting date) provided that the relevant executive remains employed by Computershare on that date.

The performance test is determined as follows. At the end of Year 3, should compound annual EPS growth in that 3 year period be 7.5% or less, none of the eligible performance rights will vest at the end of Year 5. If compound annual EPS growth is between 7.5% and 12.5%, the proportion of eligible performance rights that vest will increase on a pro rata straight line basis between 0% and 100%. If in that period, compound annual EPS growth is 12.5% or more, 100% of the eligible performance rights will vest.

PAGE 29

Directors’ Report

A similar calculation will take place at the end of Year 4 and Year 5 based on the same compound annual EPS growth targets of between 7.5% and 12.5%. In addition to the 1/6[th] minimum for Year 4, any eligible performance rights that did not meet the performance test at the end of Year 3 will be available as eligible performance rights at the end of Year 4 and, in addition to the 1/6[th] minimum for year 5, any eligible performance rights that did not meet the performance test at the end of Year 4 (including any carried over from Year 3) will be available as eligible performance rights at the end of Year 5. The Remuneration Committee determined that multiple–stage performance testing should be included in the Second DLI to reduce the potential for management to have perverse incentives to make short term decisions in relation to a single year’s results.

Any unvested performance rights which did not satisfy the performance test will lapse as at the vesting Date and will not be capable of exercise. Performance Rights that vest may be exercised by the executive for a period of 6 months after the vesting Date and will then lapse at the end of that period.

The remaining or second half of the 2009 DLI grant are not subject to performance hurdles (EPS growth targets), however they will not vest unless the relevant executive remains with Computershare right through the entire fi ve years. The Group decided that half the 2009 DLI grant should not be subject to performance hurdles so as to ensure that the grant helped retain staff regardless of market conditions. The Group believes that this is appropriate given the high levels of knowledge and experience amongst the executives, and their track record in helping build the Company.

Other remuneration

Like all our employees, key management personnel (except directors) can participate in the Group’s general employee share plans. An overview of the Group’s employee option and share plans are disclosed in note 25 of the fi nancial statements.

The Group pays cash bonuses and allocations of shares (subject to deferred vesting periods) to some employees on a structured annual basis. The Group also, on occasions, allocates shares (subject to deferred vesting periods) outside the structured annual cycle, for instance as sign-on incentives, as part of specifi c project incentives or in recognition of exceptional performance.

How have we performed? Relationship between remuneration, Group’s performance and shareholder wealth

Over the past fi ve fi nancial years, the Group’s management EBITDA grew by a compound annual average rate of 26%. During this period, shareholder wealth, measured by reference to management EPS, has grown by a compound annual average rate of 29% and measured by reference to dividend payments has grown by a compound annual average rate of 18%. Over the past fi ve fi nancial years, key management personnel remuneration has grown by an annual compound average rate of 22% and executive director remuneration has grown by an annual compound average rate of 13%. A year on year analysis of the above metrics together with the compound fi ve year average comparative is set out in the following table.

	Growth over previous f nancialperiod	5 year compound average growth 2005 -2010
Management adjusted EBITDA 7% 26% Management EPS 11% 29% Dividend1 14% 18% Key management personnel remuneration (average per key management personnel) 40% 22% Executive director remuneration (average per director) 46% 13%

1 Percentages based on amounts in AUD.

All remuneration included in the calculation has been annualised where key management personnel have joined or left during the year.

During the fi nancial year ended 30 June 2010, the Group’s share price increased by 18% from AUD 9.02 at the beginning of the year to AUD 10.61 on 30 June 2010.

PAGE 30 Computershare Annual Report 2010

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----- Start of picture text -----

Management adjusted Management EPS Dividend Share Price
EBITDA (USD Million) (US Cents) (AU Cents) (AUD)
06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10
9. 80. 29.
2. 5. 61. 11. 57 25 11 61.
510 51 52 10
479 475 22 219. 029.
5. 19
68.
370 17 85.
36 7
0.
13
240 74.
22
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C. DETAILS OF REMUNERATION AND SERVICE CONTRACTS

Directors

The directors of Computershare Limited who held the position during the current fi nancial year are listed below. Unless otherwise indicated those individuals held their position for the whole year.

Non-executive	Executive
SD Jones Dr M Kerber1 AL Owen AN Wales NP Withnall CJ Morris2 WS Crosby PJ Maclagan2 Executive Chairman Managing Director and Chief Executive Off cer Group Information Technology Director

1 Dr Kerber retired with effect from 11 November 2009.

2 CJ Morris and PJ Maclagan became non-executive directors with effect from 14 September 2010.

Key management personnel other than directors

The individuals listed below are key management personnel of the Group other than directors (within the meaning of the Australian accounting standard AASB 124 Related Party Disclosures) who have the authority and responsibility for planning, directing and controlling the activities of the Group. All individuals named below held their position for the whole of the fi nancial year ended 30 June 2010 unless otherwise stated.

30June2010unless	otherwise stated.
Name	Position	Employer
PA Barker Chief Financial Off cer Computershare Limited PA Conn President, Global Capital Markets Computershare Inc (US) MB Davis President, Australia and New Zealand Computershare Investor Services Pty Ltd S Irving Chief Information Off cer Computershare Technology Services Pty Ltd W Newling President, Canada Computershare Trust Company of Canada SR Rothbloom President, North America Computershare Inc (US) JLW Wong President, Asia Computershare Hong Kong Investor Services Ltd

DM Horsley was the sole Company Secretary for the year ended 30 June 2010. DM Horsley received no extra pay for performing this role. Therefore he is not considered to be one of the individuals with the authority and responsibility for planning, directing and controlling the activities of the Group. Accordingly his remuneration details have been excluded from this report.

WS Crosby and PA Barker are considered to be key management personnel of the Company and are considered to be ‘company executives’ within the meaning of the Corporations Act 2001 for the whole of the fi nancial year.

WS Crosby, PA Conn, S Irving, SR Rothbloom, and JLW Wong are the most highly remunerated executives of the Group within the meaning of the Corporations Act 2001 during the current fi nancial year.

PAGE 31

Directors’ Report

Service contracts

On appointment to the board, all non-executive directors are provided with details of the board policies and terms, including compensation, relevant to the offi ce of director. Non-executive directors do not have notice periods and are not entitled to receive termination payments.

Except for the Managing Director, no director may be in offi ce for longer than three years without facing re-election. Please refer to Section 3 of the Corporate Governance Statement for further information on the Company’s re-election process.

None of the executive directors or other key management personnel are employed under fi xed term arrangements with Computershare. Their notice periods are based on contractual provisions and local laws – eg for those based in Australia this is 30 days notice.

On termination of employment key management personnel are entitled to statutory entitlements in their respective jurisdictions of employment. The LTI plan provides for full vesting on redundancy or termination by the Group other than for cause and the DLI plan has a structured pro-rata arrangement in the same circumstances. The applicable plan rules also provide for full or partial vesting of shares or performance rights in certain other special circumstances (e.g. death or disability). Otherwise, none of these people would receive special termination payments should they cease employment or cease being a director for any reason.

Amounts of remuneration

Details of the nature and amount of each element of the total remuneration for each director, Company and Group key management personnel and most highly remunerated executives within the Group and the Company for the year ended 30 June 2010 are set out in the table below (note in USD). Where remuneration was paid in anything other than USD, it has been translated at the average exchange rate for the fi nancial year (for example the 2010 AUD/USD average rate was 0.8785, the 2009 AUD/USD average rate was 0.7579).

2010	Short term Salary & fees Cash prof t share & bonuses $ $	Long term Other* $	Post employment benef ts Super- annuation and pension $	Share based payments Shares Performance rights/options ** $ $	Other $	Total $
Ref.	1			2, 3, 4
Directors WS Crosby 845,596 503,734 156,910 12,705				- 2,449,620	- 3,968,565
S D Jones 193,279 - - -				- -	- 193,279
Dr M Kerber1 61,179 - - -				- -	- 61,179
PJ Maclagan 263,562 - 5,096 26,356				- -	- 295,014
CJ Morris 439,271 - (40,506) 43,927				- -	- 442,692
AL Owen 90,689 - - -				- -	- 90,689
AN Wales 114,210 - - 11,421				- -	- 125,631
NP Withnall 114,210 - - 11,421				- -	- 125,631
TOTAL 2,121,996 503,734 121,500 105,830				- 2,449,620	- 5,302,680
Company and Group key management personnel PA Barker 587,752 174,675 1,863 12,705				69,195 375,626	- 1,221,816
PA Conn 472,500 149,951 - -				136,986 731,913	- 1,491,350
MB Davis 372,062 110,494 6,203 12,705				100,487 608,829	2,636 1,213,416
S Irving 442,785 140,521 5,942 12,705				194,396 707,841	- 1,504,190
W Newling 433,514 100,541 - 17,341				116,560 446,914	6,764 1,121,634
SR Rothbloom 1,067,500 315,606 - 9,800				248,414 1,615,779	1,559 3,258,658
JLW Wong 541,307 173,991 - 54,131				152,594 347,902	2,579 1,272,504
TOTAL 3,917,420 1,165,779 14,008 119,387				1,018,632 4,834,804	13,538 11,083,568

1 Dr M Kerber was remunerated as a non-executive director until 11 November 2009.

• Other long term remuneration comprises long service leave accruals and other long term entitlements.

** Performance rights expense has been included in total remuneration on the basis that it is considered more likely than not at the date of this fi nancial report that the performance condition and service condition will be met. In future reporting periods, if the probability requirement is not met, a credit to remuneration will be included to be consistent with the accounting treatment.

PAGE 32 Computershare Annual Report 2010

2009	Short term Salary & fees Cash prof t share & bonuses $ $	Long term Other* $	Post employment benef ts Super- annuation and pension $	Share based payments Shares Performance rights/options ** $ $	Other Total $ $
Directors
WS Crosby 730,547 304,813		11,768 10,417		- 1,437,922	- 2,495,467
SD Jones 166,735 -		- -		- -	- 166,735
Dr M Kerber 99,610 -		- -		- -	- 99,610
PJ Maclagan 227,366 -		3,789 22,737		- -	- 253,892
CJ Morris 429,469 -		4,619 42,947		- -	- 477,035
AL Owen 93,412 -		- -		- -	- 93,412
AN Wales 98,525 -		- 9,853		- -	- 108,378
NP Withnall 98,525 -		- 9,853		- -	- 108,378
TOTAL 1,944,189 304,813		20,176 95,807		- 1,437,922	- 3,802,907
Company and Group key management personnel
PA Barker1 234,512 - - 5,208				- 41,228	18,410 299,358
PA Conn 477,952 116,438 - -				121,019 256,241	- 971,650
S Irving 381,974 94,129 6,366 10,417				222,876 85,414	- 801,176
SR Rothbloom 1,127,858 - - 5,338				79,222 943,689	- 2,156,107
T Honan2 104,496 - - 2,604				(68,333) (1,537,447)	- (1,498,680)
Other most highly remunerated executives
W Newling 403,835 66,769 - 13,187				108,673 85,414	1,489 679,367
JLW Wong 540,628 49,236 - 54,063				169,185 -	2,214 815,326
TOTAL 3,271,255 326,572 6,366 90,817				632,642 (125,461)	22,113 4,224,304

1 PA Barker was appointed as Chief Financial Offi cer on 19 January 2009.

• 2 T Honan resigned with effect from 10 September 2008.

• Other long term remuneration comprises long service leave accruals and other long term entitlements.

** Performance rights expense has been included in total remuneration on the basis that it is considered more likely than not at the date of this fi nancial report that the performance condition and service condition will be met. In future reporting periods, if the probability requirement is not met, a credit to remuneration will be included to be consistent with the accounting treatment.

1. Short term salary & fees, cash profi t share & bonuses, long term other, post employment benefi ts

Directors

SD Jones, PJ Maclagan, CJ Morris, AN Wales and NP Withnall are paid in Australian dollars. AL Owen is paid in British pounds. Dr M Kerber was paid in euros until 11 November 2009 when he resigned. No director received a pay rise in the current year.

Managing Director, Company and Group key management personnel

None of the Managing Director, Company and Group key management personnel received an increase to their base salary or their MCP package guide in the current year.

WS Crosby receives his cash entitlements under the MCP (being salary, cash profi t bonus and cash equivalent amounts for the LTI component) and superannuation/pension in Australian dollars.

PA Barker, MB Davis and S Irving receive their cash entitlements under the MCP (being salary and cash profi t bonus) and superannuation/pension in Australian dollars.

PA Conn and SR Rothbloom receive their cash entitlements under the MCP (being salary and cash profi t bonus) and superannuation/pension in United States dollars.

W Newling receives his cash entitlements under the MCP (being salary and cash profi t bonus) and superannuation/pension in Canadian dollars.

JLW Wong receives his cash entitlements under the MCP (being salary and cash profi t bonus) and superannuation/pension in Hong Kong dollars.

PAGE 33

Directors’ Report

2. Shares granted as remuneration under LTI Plan

Set out below is a summary of shares granted under the LTI plan and the maximum value of shares that are expected to vest in the future if the vesting conditions are met:

future if the vest	ing conditions	are met:
	Date granted	Number granted	Number vested during the year	Number forfeited during the year	Number outstanding end of the year	Financial year in which grant may vest	Value at grant date (if granted this year) $	Maximum total value of grant yet to be expensed $
PA Barker 10/11/2009 21,668 - - 21,668 FY2012 205,210 136,015
PA Conn 28/09/2007 20,908 (20,908) - - Vested - - 05/11/2008 21,286 - - 21,286 FY2011 - 21,115 10/11/2009 10,376 - - 10,376 FY2012 98,268 65,132
MB Davis 28/09/2007 15,244 (15,244) - - Vested - - 05/11/2008 16,642 - - 16,642 FY2011 - 16,508 10/11/2009 6,388 - - 6,388 FY2012 60,499 40,099
S Irving 09/02/2007 50,000 (50,000) - - Vested - 28/09/2007 15,022 (15,022) - - Vested - 05/11/2008 20,378 - - 20,378 FY2011 - 20,214 10/11/2009 8,388 - - 8,388 FY2012 79,440 52,653
W Newling 28/09/2007 18,900 (18,900) - - Vested - - 05/11/2008 18,917 - - 18,917 FY2011 - 18,765 10/11/2009 7,499 - - 7,499 FY2012 71,020 47,073
SR Rothbloom 05/11/2008 35,565 - - 35,565 FY2011 - 35,279 10/11/2009 34,431 - - 34,431 FY2012 326,084 216,131
JLW Wong 28/09/2007 23,317 (23,317) - - Vested - - 05/11/2008 24,360 - - 24,360 FY2011 - 24,164 10/11/2009 10,759 - - 10,759 FY2012 101,895 67,537

Fair values of shares at grant date are determined using the closing share price on grant date.

3. Performance rights

Performance rights are granted under the DLI plans for no consideration and carry no dividend or voting rights. Each performance right carries an entitlement to one fully paid ordinary share in Computershare Limited.

Set out below is a summary of performance rights granted under the DLI plans:

	Date granted	Number granted	Number vested during the year	Number lapsed during the year	Number forfeited during the year	Number out- standing end of the year	Financial year in which grant may vest	Value at grant date (if granted this year) $	Maximum total value of grant yet to be expensed $
WS Crosby 20/12/2005 800,000 - - - 800,000 FY2011 - 13/11/2006 700,000 - - - 700,000 FY2012 - 12/11/2009 450,000 - - - 450,000 FY2015 3,913,896									- 874,745 3,131,117
PA Barker 12/11/2009 150,000 - - - 150,000 FY2015 1,304,632									1,043,706
PA Conn 20/12/2005 300,000 - - - 300,000 FY2011 - 12/11/2009 250,000 - - - 250,000 FY2015 2,174,387									- 1,739,509
MB Davis 12/11/2009 350,000 - - - 350,000 FY2015 3,044,141									2,435,313
S Irving 20/12/2005 100,000 - - - 100,000 FY2011 - 12/11/2009 350,000 - - - 350,000 FY2015 3,044,141									- 2,435,313
W Newling 20/12/2005 100,000 - - - 100,000 FY2011 - 12/11/2009 200,000 - - - 200,000 FY2015 1,739,509									- 1,391,607
SR Rothbloom 20/12/2005 600,000 - - - 600,000 FY2011 - 13/11/2006 400,000 - - - 400,000 FY2012 - 12/11/2009 300,000 - - - 300,000 FY2015 2,609,264									- 499,854 2,087,411
JLW Wong 12/11/2009 200,000 - - - 200,000 FY2015 1,739,509									1,391,607

PAGE 34 Computershare Annual Report 2010

4. Options included in key management personnel remuneration

From time to time, the Group has awarded grants of options under a company option plan. These options are subject to a three year period before they can be exercised and have an exercise price based on the market value of Computershare shares at the time of grant. On exercise, each option carries an entitlement to one fully paid ordinary share in Computershare Limited. Options granted carry no dividend or voting rights. No options have been granted to key management personnel during the year ended 30 June 2010.

Set out below is a summary of options:

	Date granted	Number granted	Number vested during the year	Number lapsed during the year	Number forfeited during the year	Number out- standing end of the year	Financial year in which grant may vest	Value at grant date (if granted this year) $	Maximum total value of grant yet to be expensed $
PA Barker 30/01/2009 166,667 - - - 166,667 FY2013- FY2016 - 181,606
Options in the table above have an exercise price of $6.62(AUD7.54).

Shareholdings of key management personnel

The number of ordinary shares in Computershare Limited held during the fi nancial year by each director and the other named Company and Group key management personnel, including details of shares granted as remuneration during the current fi nancial year and ordinary shares provided as the result of the exercise of remuneration options during the current fi nancial year, are included in the table below.

	Balance at beginning of the year	Vested under long term incentive schemes	On exercise of options/ performance rights	On market purchases / (sales)	Other	Balance at end of the year	Value of options/ performance rights exercised $
Directors WS Crosby 123,688 - - - - 123,688 SD Jones 14,000 - - - - 14,000 Dr M Kerber* 40,000 - - - - - PJ Maclagan 15,364,423 - - (459,012) - 14,905,411 CJ Morris 52,880,057 - - (4,880,057) - 48,000,000 AL Owen 2,000 - - - - 2,000 AN Wales 29,092,384 - - (1,000,000) - 28,092,384 NP Withnall - - - - - -							- - - - - - - -
Company and Group key management personnel PA Barker - - - - - - PA Conn 320,302 20,908 - - - 341,210 MB Davis 8,082 15,244 - (14,500) 836 9,662 S Irving 152,695 65,022 - (191,909) 421 26,229 W Newling - 18,900 - (18,900) - - SR Rothbloom 115,576 - - (102,902) - 12,674 JLW Wong 65,621 23,317 - - 805 89,743							- - - - - - -

• Shareholding effective as at date of resignation.

PAGE 35

Directors’ Report

D. PROPORTIONS OF FIXED AND PERFORMANCE RELATED REMUNERATION

The percentage value of total remuneration relating to the current fi nancial year received by key management personnel that consists of fi xed and performance related remuneration is as follows:

	% of f xed/ non-performance related remuneration	% of total remuneration received as cash bonus	% of remuneration received as equity bonus	% of total remuneration received as performance related rights/options
WS Crosby 35.4% 12.7% - SD Jones 100% - - Dr M Kerber 100% - - PJ Maclagan 100% - - CJ Morris 100% - - AL Owen 100% - - AN Wales 100% - - NP Withnall 100% - - PA Barker 60.0% 14.3% 5.7% PA Conn 46.3% 10.1% 9.2% MB Davis 57.5% 9.1% 8.3% S Irving 50.9% 9.3% 12.9% W Newling 56.3% 9.0% 10.4% SR Rothbloom 41.1% 9.7% 7.6% JLW Wong 60.7% 13.7% 12.0%				51.9% - - - - - - - 20.0% 34.4% 25.1% 26.9% 24.3% 41.6% 13.6%

E. OTHER INFORMATION

Loans to directors and executives

Computershare made no loans to directors and executive directors or other key management personnel during the current fi nancial year.

Derivative instruments

Computershare’s policy forbids key management personnel to deal in derivatives designed as a hedge against exposure to shares in Computershare Limited.

Shares under option

Unissued ordinary shares in Computershare Limited under options and performance rights at the date of this report are as follows:

Dategranted	Financial year of expiry	Issue price of shares (AUD)	Number under options/ performance rights
Performance rights 20/12/2005 FY2011 - 13/11/2006 FY2012 - 12/11/2009 FY2015 - 12/08/2010 FY2016 -			1,900,000 1,100,000 2,850,000 250,000
Options
13/09/2007 FY2012 9.00 30/01/2009 FY2016 7.54 01/10/2009 FY2017 10.34 04/06/2010 FY2017 10.89			200,000 166,667 50,000 25,000

AUDITOR

PricewaterhouseCoopers continues in offi ce in accordance with section 327 of the Corporations Act 2001 .

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.

PAGE 36 Computershare Annual Report 2010

Non-audit services

The Group may decide to employ its auditor, PricewaterhouseCoopers, on assignments in addition to their statutory audit duties where the auditor’s expertise and experience with the Group are important.

The Board is satisfi ed that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and internal guidelines. Further details regarding the Board’s internal policy for engaging PricewaterhouseCoopers for non-audit services is set out in the Corporate Governance Statement.

The directors are satisfi ed that the provision of non-audit services by PricewaterhouseCoopers, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

• No services were provided by PricewaterhouseCoopers that are prohibited by policy (the policy lists services that are not able to be undertaken).

• None of the services provided undermine the general principles relating to auditor independence, including reviewing or auditing the auditor’s own work, acting in a management capacity or a decision making capacity for the Group, acting as an advocate for the Group or jointly sharing economic risks and rewards.

Details of the amounts paid to the auditor for both audit and non-audit services are provided in the table below.

During the year the following amounts were incurred in relation to services provided by PricewaterhouseCoopers, the Group auditor, and its related practices.

	Consolidated 2010 $000 2009 $000
1. Audit services > Audit & review of the f nancial statements & other audit work by PricewaterhouseCoopers Australia 815 712 > Audit & review of the f nancial statements & other audit work by related practices of PricewaterhouseCoopers Australia 2,219 2,246
3,034 2,958
2. Other services > Other assurance services performed by PricewaterhouseCoopers Australia (a) 198 17 > Other assurance services performed by related practices of PricewaterhouseCoopers Australia (a) 1,898 1,459 > Tax advice on acquisitions provided by PricewaterhouseCoopers Australia 18 297 > Tax advice on acquisitions provided by related practices of PricewaterhouseCoopers Australia - 11
2,114 1,784
Total Auditors’ Remuneration 5,148 4,742

(a) Other assurance services provided relate primarily to regulatory and compliance reviews.

ROUNDING OF AMOUNTS

The Group is of a kind referred to in class order 98/0100, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class order to the nearest thousand dollars unless specifi cally stated to be otherwise.

Signed in accordance with a resolution of the directors.

==> picture [137 x 26] intentionally omitted <==

CJ MORRIS Chairman

==> picture [93 x 38] intentionally omitted <==

WS CROSBY Director

20 September 2010

PAGE 37

Auditor’s Independence Declaration

==> picture [293 x 35] intentionally omitted <==

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 audit of Computershare Limited for the year ended 30 June 2010, 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 audit; and

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

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

==> picture [110 x 38] intentionally omitted <==

Simon Gray Partner PricewaterhouseCoopers

Melbourne 20 September 2010

Liability limited by a scheme approved under Professional Standards Legislation

PAGE 38 Computershare Annual Report 2010

Consolidated Statement of Comprehensive Income for the year ended 30 June 2010

	Note	2010 $000	2009 $000
Revenues from continuing operations Sales revenue 2 1,599,611 1,495,759 Other revenue 2 4,694 4,565
Total revenue from continuing operations 1,604,305 1,500,324
Other income 3 15,282 23,131 Expenses Direct services 991,796 935,697 Technology services 168,875 163,045 Corporate services 28,019 28,800 Finance costs 2 22,865 35,808
Total expenses 1,211,555 1,163,350
Share of net prof t/(loss) of associates and joint ventures accounted for using the equity method 39&40 2,637 (205)
Prof t before related income tax expense 410,669 359,900 Income tax expense 4 109,293 100,051
Prof t for the year 301,376 259,849
Other comprehensive income Available-for-sale f nancial assets 2,791 (3,193) Cash f ow hedges (29,550) 38,390 Exchange differences on translation of foreign operations (798) (50,335) Income tax relating to components of other comprehensive income 4d 6,881 (15,173)
Other comprehensive income for the year, net of tax (20,676) (30,311)
Total comprehensive income for the year 280,700 229,538
Prof t for the year is attributable to: Members of Computershare Limited 294,757 255,733 Non-controlling interests 6,619 4,116
301,376 259,849
Total comprehensive income for the year is attributable to: Members of Computershare Limited 274,081 225,422 Non-controlling interests 6,619 4,116
280,700 229,538
Basic earnings per share (cents per share) 6 53.05 46.02 Diluted earnings per share (cents per share) 6 52.67 45.78

The above statement of comprehensive income is presented in United States Dollars and should be read in conjunction with the accompanying notes.

PAGE 39

Consolidated Statement of Financial Position as at 30 June 2010

	Note	2010 $000	2009 $000
CURRENT ASSETS Cash and cash equivalents 35 278,651 180,422 Receivables 7 293,884 263,414 Financial assets held for trading 1,834 1,987 Available-for-sale f nancial assets at fair value 8 499 10,215 Other f nancial assets 9 23,814 35,317 Inventories 10 8,624 7,775 Current tax assets 14 8,924 14,680 Derivative f nancial instruments 15 17,726 3,879 Other current assets 11 19,556 19,325
Total Current Assets 653,512 537,014
NON CURRENT ASSETS Receivables 7 4,361 4,003 Investments accounted for using the equity method 12 19,177 15,806 Available-for-sale f nancial assets at fair value 8 5,623 6,302 Property, plant and equipment 13 144,956 90,810 Deferred tax assets 14 46,821 69,010 Derivative f nancial instruments 15 39,827 69,668 Intangibles 16 1,776,178 1,704,925
Total Non Current Assets 2,036,943 1,960,524
Total Assets 2,690,455 2,497,538
CURRENT LIABILITIES Payables 17 351,186 323,075 Interest bearing liabilities 18 54,243 116 Current tax liabilities 19 25,480 28,277 Provisions 20 46,251 44,781 Derivative f nancial instruments 15 7 - Deferred consideration 21 20,180 18,686
Total Current Liabilities 497,347 414,935
NON CURRENT LIABILITIES Payables 17 2,331 2,179 Interest bearing liabilities 18 939,785 974,216 Deferred tax liabilities 19 106,108 105,989 Provisions 20 35,875 44,860 Derivative f nancial instruments 15 360 684 Deferred consideration 21 26,967 45,606 Other 22 8,730 7,900
Total Non Current Liabilities 1,120,156 1,181,434
Total Liabilities 1,617,503 1,596,369
Net Assets 1,072,952 901,169
EQUITY Contributed equity 23 29,943 29,888 Reserves 24 94,808 99,793 Retained prof ts 5 936,592 763,879
Total parent entity interest 41 1,061,343 893,560 Non-controlling interests 41 11,609 7,609
Total Equity 1,072,952 901,169

The above statement of fi nancial position is presented in United States Dollars and should be read in conjunction with the accompanying notes.

PAGE 40 Computershare Annual Report 2010

Consolidated Statement of Changes in Equity for the year ended 30 June 2010

Attributable to members of Computershare Limited

Consolidated	Contributed Equity $000	Reserves $000	Retained Earnings $000	Total $000	Non- controlling Interests $000	Total Equity $000
Total equity at1 July2009 29,888 99,793 763,879 893,560 7,609 Prof t for the year - - 294,757 294,757 6,619 Available-for-sale f nancial assets - 2,791 - 2,791 - Cash f ow hedges - (29,550) - (29,550) - Exchange differences on translation of foreign operations - (798) - (798) - Income tax relating to components of other comprehensive income - 6,881 - 6,881 -						901,169 301,376 2,791 (29,550) (798) 6,881
Total comprehensive income for the year - (20,676) 294,757 274,081 6,619						280,700
Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs 55 - - 55 312 Dividends provided for or paid - - (122,044) (122,044) (4,998) Equity related contingent consideration - 2,506 - 2,506 - Transactions with non-controlling interests - (2,809) - (2,809) - Transfer from non-controlling interests - (2,067) - (2,067) 2,067 On market purchase of shares - (7,064) - (7,064) - Share based remuneration - 25,125 - 25,125 -						367 (127,042) 2,506 (2,809) - (7,064) 25,125
55 15,691 (122,044) (106,298) (2,619)						(108,917)
Balance at30 June2010 29,943 94,808 936,592 1,061,343 11,609						1,072,952
Total equity at1 July2008 31,689 126,437 600,794 758,920 11,276 Prof t for the year - - 255,733 255,733 4,116 Available-for-sale f nancial assets - (3,193) - (3,193) - Cash f ow hedges - 38,390 - 38,390 - Exchange differences on translation of foreign operations - (50,335) - (50,335) - Income tax relating to components of other comprehensive income - (15,173) - (15,173) -						770,196 259,849 (3,193) 38,390 (50,335) (15,173)
Total comprehensive income for the year - (30,311) 255,733 225,422 4,116						229,538
Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs - - - - (5,388) Dividends provided for or paid - - (92,648) (92,648) (2,395) Equity related contingent consideration - (1,094) - (1,094) - Share based remuneration - 10,838 - 10,838 - Acquisitions related share transactions (1,801) 1,801 - - - On market purchase of shares - (7,878) - (7,878) -						(5,388) (95,043) (1,094) 10,838 - (7,878)
(1,801) 3,667 (92,648) (90,782) (7,783)						(98,565)
Balance at30 June2009 29,888 99,793 763,879 893,560 7,609						901,169

The above statement of changes in equity is presented in United States Dollars and should be read in conjunction with the accompanying notes.

PAGE 41

Consolidated Cash Flow Statement for the year ended 30 June 2010

	Note	2010 $000	2009 $000
CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers 1,611,181 Payments to suppliers and employees (1,090,007) Dividends received 968 Interest paid and other costs of f nance (29,253) Interest received 3,726 Income taxes paid (82,159)			1,549,406 (1,090,716) 167 (29,126) 1,795 (90,031)
Net operating cash f ows 35 414,456			341,495
CASH FLOWS FROM INVESTING ACTIVITIES Payments for purchase of controlled entities and businesses, net of cash acquired (110,442) Payments for investment in associated entities and joint ventures (2,661) Dividend received 1,068 Proceeds from sale of assets 14,214 Payments for investments (275) Payments for property, plant and equipment (57,071) Proceeds from sale of controlled entities, net of cash disposed - Other -			(246,697) (5,206) 1,937 7,854 (17,849) (22,807) 16,900 (3,747)
Net investing cash f ows (155,167)			(269,615)
CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of ordinary shares 55 Payments for purchase of ordinary shares (7,064) Proceeds from borrowings 352,144 Repayment of borrowings (364,602) Dividends paid - ordinary shares (122,044) Dividends paid to non-controlling interests in controlled entities (4,998) Repayment of f nance leases (7,590)			- (7,878) 797,047 (690,933) (92,648) (2,395) (5,347)
Net f nancing cash f ows (154,099)			(2,154)
Net increase in cash and cash equivalents held 105,190 Cash and cash equivalents at the beginning of the f nancial year 180,422 Exchange rate variations on foreign cash balances (6,961)			69,726 124,235 (13,539)
Cash and cash equivalents at the end of the f nancial year 35 278,651			180,422

Refer to Note 35 for information in respect of any non cash fi nancing and investing transactions.

The above cash fl ow statement is presented in United States Dollars and should be read in conjunction with the accompanying notes.

PAGE 42 Computershare Annual Report 2010

Notes to the Consolidated Financial Statements

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of the fi nancial report are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The fi nancial report is for the consolidated entity consisting of Computershare Limited and its controlled entities, referred to collectively throughout these fi nancial statements as the “consolidated entity”, “the Group” or “Computershare”.

Basis of preparation of full year fi nancial report

This general purpose fi nancial report for the reporting period ended 30 June 2010 has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001 .

This report is to be read in conjunction with any public announcements made by Computershare Limited during the reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and Australian Stock Exchange Listing Rules.

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

Compliance with IFRS

The fi nancial statements of Computershare Limited and its controlled entities also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Historical cost convention

The fi nancial statements have been prepared under the historical cost convention as modifi ed by the revaluation of available-forsale fi nancial assets and fi nancial assets and liabilities (including derivative instruments) at fair value through profi t or loss.

Financial statement presentation

The revised AASB 101 requires the presentation of statement of comprehensive income and makes changes to the statement of changes in equity but does not affect any of the amounts recognised in the fi nancial statements. Items of income and expense not recognised in profi t or loss are now disclosed as components of ‘other comprehensive income’. The Group has applied the new presentation rules in this fi nancial report. The comparatives for 30 June 2009 have also been provided.

Principles of consolidation

The consolidated fi nancial statements include the assets and liabilities of the parent entity, Computershare Limited, and its controlled entities.

All intercompany balances and transactions have been eliminated. Where an entity either began or ceased to be controlled during the year, the results are consolidated only from the date control commenced or up to the date control ceased.

Financial statements of foreign controlled entities, associates and joint ventures presented in accordance with overseas accounting principles are, for consolidation purposes, adjusted to comply with Group policy and Australian Accounting Standards.

Controlled entities

Controlled entities are all those entities over which the Group has the power to govern the fi nancial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. Controlled entities are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The acquisition method of accounting is used to account for the acquisition of controlled entities by the Group.

Associates

Associates are all entities over which the Group has signifi cant infl uence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Interests in material associated entities are brought to account using the equity method. Under this method the investment in associates is initially recognised at its cost of acquisition and its carrying value is subsequently adjusted for increases or decreases in the investor’s share of post-acquisition results and reserves of the associate. The Group’s share of its associates’ post acquisition profi ts or losses is recognised in the profi t or loss. The investment in associated entities is decreased by the amount of dividends received or receivable.

Joint ventures

Interests in joint venture partnerships are accounted for using the equity method.

PAGE 43

Notes to the Consolidated Financial Statements

Changes in ownership interests

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and noncontrolling interests to refl ect their relative interests in the controlled entity. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of the parent entity.

Changes in accounting policy

The Group has changed its accounting policy for transactions with non-controlling interests and the accounting for loss of control, joint control or signifi cant infl uence from 1 July 2009 when a revised AASB 127 Consolidated and Separate Financial Statements became operative. The revisions to AASB 127 contained consequential amendments to AASB 128 Investments in Associates and AASB 131 Interests in Joint Ventures.

Previously transactions with non-controlling interests were treated as transactions with parties external to the Group. Disposals therefore resulted in gains or losses in profi t or loss and purchases resulted in the recognition of goodwill. On disposal or partial disposal, a proportionate interest in reserves attributable to the controlled entity was reclassifi ed to profi t or loss or directly to retained earnings.

The changes were implemented prospectively from 1 July 2009 and are not material to the Group.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker is the Computershare Limited Chief Executive Offi cer (CEO).

Change in accounting policy

The Group has applied AASB 8 Operating Segments from 1 July 2009. AASB 8 requires a ‘management approach’ under which segment information is presented on the same basis as that used for internal reporting purposes. This has resulted in an increase in the number of reportable segments presented. The previously reported geographic segment Asia Pacifi c has been disaggregated into two segments: Australia and New Zealand and Asia and the previously reported North America segment has been disaggregated into two segments: United States and Canada. Additionally, a non-geographic segment of Technology Services has been identifi ed.

As goodwill is allocated by management to groups of cash-generating units on a segment level, the change in reportable segments has required a reallocation of goodwill. This has not resulted in any impairment of goodwill. There has been no further impact on the measurement of the Group’s assets and liabilities. Comparatives for 30 June 2009 have been restated.

Foreign currency translation

Functional and presentation currency

Items included in the fi nancial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated fi nancial statements are presented in US dollars, as a signifi cant portion of the Group’s activity is denominated in US dollars.

Transactions and balances

Foreign currency transactions are converted to US dollars at exchange rates approximating those in effect at the date of each transaction. Amounts payable and receivable in foreign currencies at balance date are converted to US dollars at the average of the buy and sell rates available on the close of business at balance date. Revaluation gains and losses are brought to account as they occur.

Exchange differences relating to monetary items are included in profi t or loss, as exchange gains or losses, in the period when the exchange rates change, except when deferred in equity as qualifying cash fl ow hedges and qualifying net investment hedges.

Group companies

The results and fi nancial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities for each statement of fi nancial position presented are translated at the closing rate at the date of that statement;

• income and expenses for each statement of comprehensive income are translated at average exchange rates; and

• all resulting exchange differences are recognised in other comprehensive income.

PAGE 44 Computershare Annual Report 2010

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are recognised in other comprehensive income and refl ected in equity.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

Income tax

The fi nancial statements apply the principles of tax-effect accounting. The income tax expense in the profi t or loss represents tax on the pre-tax accounting profi t adjusted for income and expenses never to be assessed or allowed for taxation purposes. This is also adjusted for changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the fi nancial statements and unused tax losses. The income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period.

Deferred tax assets and liabilities are recognised for temporary differences calculated at the tax rates expected to apply when the differences reverse. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised in other comprehensive income or directly in equity are also recognised in other comprehensive income or directly in equity, respectively.

Tax consolidation legislation

Computershare Limited and its wholly-owned Australian controlled entities implemented the tax consolidation regime with effect from 1 July 2002. The Australian Taxation Offi ce has been formally notifi ed of this decision.

The relevant entities have also entered into a tax sharing deed, which includes tax funding arrangements. As a consequence, Computershare Limited, as the head entity in the tax consolidation Group, has recognised the current tax liability relating to transactions, events and balances of the wholly owned Australian controlled entities in this Group in the fi nancial statements as if that liability was its own, in addition to recognising the current tax liability arising in relation to its own transactions, events and balances. Amounts receivable or payable under the tax sharing deed are recognised separately as tax related intercompany payables or receivables.

Leases

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classifi ed as fi nance leases. Assets acquired under fi nance leases are capitalised and amortised over the shorter of the lease term and the useful life of the asset, or where ownership is reasonably certain to be obtained on expiration of the lease, over the useful life of the asset. Lease payments are allocated between interest expense and reduction in the lease liability.

Leases in which a signifi cant portion of the risks and rewards of ownership are retained by the lessor are classifi ed as operating leases. Operating lease assets are not capitalised and rental payments (net of any incentives received from the lessor) are charged against operating profi t on a straight line basis over the period of the lease.

Leasehold improvements

The cost of improvements to or on leasehold properties is amortised over the unexpired period of the lease or the estimated useful life of the improvement to the leasehold properties, whichever is the shorter.

Software and research and development costs

Internally developed software and related research and development costs are expensed in the year in which they are incurred as they do not meet the recognition criteria for capitalisation.

Impairment of assets

All non-current assets that have an indefi nite useful life are not subject to amortisation and are reviewed at least annually to determine whether their carrying amounts require write-down to recoverable amount or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

PAGE 45

Notes to the Consolidated Financial Statements

An impairment loss will be recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For available for sale assets, a signifi cant or prolonged decline in fair value is considered in determining whether the asset is impaired.

For the purposes of impairment testing, assets are grouped at the lowest levels for which there are separately identifi able cash fl ows (cash generating units).

These impairment calculations require the use of assumptions.

Inventories

Inventories are valued at the lower of cost and net realisable value. Cost is assigned on a fi rst-in fi rst-out basis. Prepaid inventory is recorded at cost and is bought on behalf of the Group’s clients. As the inventory is used, the costs are billed.

Property, plant and equipment

Property, plant and equipment is stated at historical costs less depreciation. The amounts at which property, plant and equipment are stated in these fi nancial statements are regularly reviewed.

Depreciation

Items of property, plant and equipment excluding freehold land, are depreciated on a straight line basis at rates calculated to allocate their cost, less estimated residual value, over their estimated useful life. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Additions and disposals are depreciated for the period held, in the year of acquisition or disposal. Depreciation expense has been determined based on the following rates of depreciation:

• Buildings (2.5% per annum);

• Plant and Equipment (10% to 50% per annum);

• Fixtures and Fittings (13% to 50% per annum); and

• Motor Vehicles (15% to 40% per annum).

Revenue

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade discounts and volume rebates.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefi ts will fl ow to the consolidated entity and specifi c criteria have been met for each of the Group’s activities. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifi cs of each arrangement.

Services revenue is recognised in the accounting period in which the services are rendered. For fi xed-price contracts, revenue is recognised under the percentage of completion method, based on the actual service provided as proportion of the total services to be provided.

Software licence sales and associated development, installation and maintenance fees are recognised in accordance with written customer agreements when the entity has the right to be compensated for services and it is probable that compensation will fl ow to the entity in the future.

Other revenue

Other revenue includes interest income on short-term deposits controlled by the consolidated entity, royalties and dividends received from other persons. Interest income is recognised using the effective interest method. Royalties and dividends are recognised as revenue when the right to receive payment is established.

Insurance recoveries

The consolidated entity recognises amounts receivable under its insurance policies, net of any relevant excess amounts, upon indemnity being acknowledged by the insurers.

Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is recognised in the profi t or loss.

PAGE 46 Computershare Annual Report 2010

Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of fi nancial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

Dividends

Provision is made for the amount of any dividend declared by the directors on or before the end of the fi nancial year but not distributed at balance date.

Earnings per share

Basic earnings per share

Basic earnings per share is determined by dividing net profi t after income tax attributable to members of Computershare Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the fi nancial year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per share

Diluted earnings per share adjusts the fi gure used in the determination of basic earnings per share to take into account the after income tax effect of interest and other fi nancing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Management basic earnings per share

Management basic earnings per share exclude certain items to permit a more appropriate and meaningful analysis of the Group’s underlying performance on a comparative basis. The net profi t used in the management earnings per share calculation is adjusted for the management adjustment items net of tax (refer note 6).

Cash and cash equivalents

For the purposes of the cash fl ow statement, cash and cash equivalents includes cash on hand, deposits at call with fi nancial institutions and other highly liquid investments with short periods to maturity (three months or less) which are readily convertible to known amounts of cash on hand and are subject to an insignifi cant risk of changes in value, net of outstanding bank overdrafts. Cash and cash equivalents exclude broker client deposits refl ected in the statement of fi nancial position that are recorded as other current fi nancial assets.

Business combinations

The acquisition method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a controlled entity comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the controlled entity.

Acquisition-related costs are expensed as incurred. Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. Within 12 months of completing the acquisition, identifi able intangible assets are valued and separately recognised in the statement of fi nancial position. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifi able assets.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifi able assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifi able assets of the controlled entiy acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profi t or loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent fi nancier under comparable terms and conditions.

Contingent consideration is classifi ed either as equity or a fi nancial liability. Amounts classifi ed as a fi nancial liability are subsequently remeasured to fair value with changes in fair value recognised in profi t or loss.

PAGE 47

Notes to the Consolidated Financial Statements

Change in accounting policy

A revised AASB 3 Business Combinations became operative on 1 July 2009. While the revised standard continues to apply the acquisition method to business combinations, there have been some signifi cant changes.

All purchase consideration is now recorded at fair value at the acquisition date. Contingent payments classifi ed as debt are subsequently remeasured through profi t or loss. Under the Group’s previous policy, contingent payments were only recognised when the payments were probable and could be measured reliably and were accounted for as an adjustment to the cost of acquisition.

Acquisition-related costs are expensed as incurred. Previously, they were recognised as part of the cost of acquisition and therefore included in goodwill.

Non-controlling interests in an acquiree are now recognised either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifi able assets. This decision is made on an acquisition-by-acquisition basis. Under the previous policy, the non-controlling interest was always recognised at its share of the acquiree’s net identifi able assets. If the Group recognises previously acquired deferred tax assets after the initial acquisition accounting is completed there will no longer be any adjustment to goodwill. As a consequence, the recognition of the deferred tax asset will increase the Group’s net profi t after tax.

The above changes were implemented prospectively from 1 July 2009 and affected the accounting for the acquisitions disclosed in note 28.

Intangible assets

Goodwill

Purchased goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on disposal of an entity include the carrying amount of goodwill relating to an entity sold.

Goodwill is allocated to cash generating units for the purpose of impairment testing. Each of these cash generating units represents the Group’s internal management reporting structure.

Acquired intangible assets

Acquired intangible assets have a fi nite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the cost over their estimated useful lives, ranging from one to ten years.

Employee benefi ts

Provision has been made in the statement of fi nancial position for benefi ts accruing to employees in relation to employee bonuses, annual leave, long service leave, workers compensation and vested sick leave. No provision is made for non-vesting sick leave as the anticipated pattern of future sick leave taken indicates that accumulated non-vesting sick leave will never be paid.

Superannuation is included in the determination of provisions. Vested sick leave and annual leave are measured at the amounts expected to be paid when the liabilities are settled.

The long service leave provision is measured at the present value of estimated future cash fl ows, discounted by the interest rate applicable to the period the liability is expected to fall due. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.

Retirement benefi ts

Contributory superannuation and pension plans exist to provide benefi ts for the consolidated entity’s employees and their dependants on retirement, disability or death. The plans are accumulation plans. The employee sponsors contribute to the plans at varying rates of contribution depending on the employee classifi cation. The contributions made to the funds by Group entities are charged against profi ts.

Defi ned benefi t superannuation and pension plans are operated in Germany and India only. Where material to the Group, a liability or asset in respect of the these plans is recognised in the statement of fi nancial position, and is measured as the present value of the defi ned benefi t obligation at the reporting date plus unrecognised actuarial gains (less unrecognised actuarial losses) less the fair value of the superannuation fund’s assets at that date and any unrecognised past service cost.

Executive share and performance right schemes

Certain employees are entitled to participate in share and performance rights schemes.

The market value of shares issued to employees for no cash consideration issued under the employee and executive share schemes is recognised as a personnel expense over the vesting period with a corresponding increase in share based payments reserve.

The fair value of performance rights issued under the Computershare Deferred Long Term Incentive Plan are recognised as a personnel expense over the vesting period with a corresponding increase in share based payments reserve.

PAGE 48 Computershare Annual Report 2010

The fair value of performance rights granted is determined using a pricing model that takes into account factors that include the exercise price, the term of the performance right, the vesting and performance criteria, the share price at grant date and the expected price volatility of the underlying share. The fair value calculation excludes the impact of any service or non market vesting conditions. Non market vesting conditions are included in assumptions about the number of performance rights that are expected to become exercisable. At each balance date, the entity revises its estimate of the number of performance rights that are expected to become exercisable. The personnel expense recognised each period takes into account the most recent estimate.

Where shares are procured by the Group with cash to satisfy obligations for vested employee entitlements, under these plans, a reduction in the share based payments equity reserve is shown.

Shares issued under employee and executive share plans are held in trust until vesting date. Unvested shares held by the trust are consolidated into the Group’s fi nancial statements.

Termination benefi ts

Liabilities for termination benefi ts, not in connection with the acquisition of an entity or operation are recognised when a detailed plan for the terminations has been developed and a valid expectation has been raised in those employees affected that the terminations will be carried out. The liabilities for termination benefi ts are recognised in other payables unless the amount or timing of the payments is uncertain, in which case they are recognised as provisions.

Liabilities for termination benefi ts relating to an acquired entity or operation that arise as a consequence of an acquisition are recognised as at the date of acquisition if, at or before the acquisition date, the acquiree had an existing liability for restructuring.

Provisions

Provisions for legal claims, service warranties and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outfl ow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outfl ow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outfl ow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value refl ects current market assessments of the time value of money and the risks specifi c to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

Non-current assets (or disposal groups) held for sale

Non-current assets (or disposal groups) are classifi ed as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. Non-current assets and liabilities (or disposal groups) classifi ed as held for sale are presented separately from other assets and liabilities in the statement of fi nancial position and they are stated at the lower of their carrying amount and fair value less costs to sell.

An impairment loss is recognised for any initial or subsequent write down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.

Contributed equity

Ordinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders and is classifi ed as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

If the Group reacquires its own equity instruments, for example as the result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profi t or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity.

Parent entity fi nancial information

The fi nancial information for the parent entity, Computershare Limited, disclosed in note 42 has been prepared on the same basis as the consolidated fi nancial statements, except as set out below.

PAGE 49

Notes to the Consolidated Financial Statements

Investments in controlled entities, associates and joint venture entities

Investments in controlled entities, associates and joint venture entities are accounted for at cost in the fi nancial statements of Computershare Limited. Dividends received from associates are recognised in the parent entity’s profi t or loss, rather than being deducted from the carrying amount of these investments.

Investments and other fi nancial assets

The Group classifi es its investments and other fi nancial instruments in the following categories: fi nancial assets at fair value through profi t or loss, loans and receivables and available for sale assets. The classifi cation depends on the purpose for which the investments were acquired. Management determines the classifi cation of its investments at initial recognition.

i. Financial assets at fair value through profi t or loss

This category has two sub categories: fi nancial assets held for trading and those designated at fair value through profi t or loss on initial recognition. A fi nancial asset is classifi ed in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Assets in this category are classifi ed as current in the statement of fi nancial position. Derivatives are classifi ed as held for trading unless they are designated as hedge instruments.

ii. Loans and receivables

Loans and receivables are non derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the balance sheet date which are classifi ed as non-current assets. Loans and receivables are included within receivables in the statement of fi nancial position.

iii. Available for sale assets

Available for sale fi nancial assets are non-derivatives that are either designated in this category or not classifi ed in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.

Initial recognition and subsequent measurement

Investments are initially recognised at fair value plus transaction costs for all fi nancial assets not carried at fair value through profi t or loss. Financial assets carried at fair value through profi t or loss are initially recognised at fair value and transaction costs are expensed in profi t or loss. Loans and receivables are subsequently carried at amortised cost using the effective interest method. Subsequently, available for sale fi nancial assets and fi nancial assets at fair value through profi t or loss are carried at fair value. Realised and unrealised gains and losses arising from changes in fair value of fi nancial assets at fair value through profi t or loss category are included in profi t or loss in the period in which they arise. Unrealised gains and losses for changes in fair value of available for sale assets are recognised in other comprehensive income in the available for sale asset reserve. Financial assets are derecognised when the rights to receive cash fl ows from the fi nancial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When available for sale assets are sold, the accumulated fair value adjustments are reclassifi ed to profi t or loss.

The fair values of quoted investments (classifi ed as available for sale assets or held for trading assets) are based on current bid prices. If the market for a fi nancial asset is not active (and for unlisted securities), the Group establishes the fair value by using accepted valuation techniques.

Impairment

The Group assesses at each balance date whether there is objective evidence that a fi nancial asset or group of fi nancial assets is impaired. In the case of equity securities classifi ed as available-for-sale, a signifi cant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale fi nancial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that fi nancial asset previously recognised in profi t or loss - is reclassifi ed from equity and recognised in profi t or loss as a reclassifi cation adjustment. Impairment losses recognised in profi t or loss on equity instruments classifi ed as available-forsale are not reversed through profi t or loss.

If there is evidence of impairment for any of the Group’s fi nancial assets carried at amortised cost, the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash fl ows, excluding future credit losses that have not been incurred. The cash fl ows are discounted at the fi nancial asset’s original effective interest rate. The loss is recognised in profi t or loss.

PAGE 50 Computershare Annual Report 2010

Borrowings

Borrowings are initially recognised at fair value and are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profi t or loss over the period of the borrowing using the effective interest method. Borrowings are classifi ed as current liabilities unless the Group has a legal right to defer settlement of the liability for at least 12 months after the balance sheet date.

Derivative instruments

The Group uses derivative fi nancial instruments to manage specifi cally identifi ed interest rate and foreign currency risks. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain fi nancial instruments, including derivatives, as either; (1) hedges of net investments of a foreign operation; (2) hedges of fi rm commitments (cash fl ow hedges); or (3) fair value hedges.

Hedging

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash fl ows of hedged items.

i. Hedge of net investment

Changes in the fair value of foreign currency debt balances that are designated and qualify as hedging instruments are recorded in other comprehensive income in the foreign currency translation reserve. The change in value of the net investment is recorded in the foreign currency translation reserve in accordance with AASB 121 requirements. The gain or loss relating to the ineffective portion is recognised immediately in profi t or loss.

ii. Cash fl ow hedge

The Group uses interest rate derivatives to manage interest rate exposure. These derivatives are entered into as part of a hedging relationship.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash fl ow hedges is recognised in other comprehensive income in the cash fl ow hedge reserve. The gain or loss relating to the ineffective portion is recognised immediately in profi t or loss.

Amounts accumulated in equity are recycled in profi t or loss in the periods when the hedged item will affect profi t or loss (for instance when the future cash fl ows that are hedged take place).

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profi t or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately reclassifi ed to profi t or loss.

iii. Fair value hedge

The Group uses interest rate derivatives to manage the fi xed interest exposure that arises as a result of notes issued as part of the US Senior Notes. Changes in the fair value of these derivatives are recorded in profi t or loss, together with any changes in the fair value of the hedged liabilities that are attributable to the hedged risk.

iv. Derivatives that do not qualify for hedge accounting

Certain forward exchange contracts and foreign currency options do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profi t or loss.

Fair value estimation

The fair value of fi nancial assets and fi nancial liabilities must be estimated for recognition and measurement or for disclosure purposes.

The fair market value of fi nancial instruments traded in active markets (such as available for sale securities) is on quoted market prices at the balance sheet date. The quoted market price used for fi nancial assets held by the Group is the current bid price.

The fair value of fi nancial instruments that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Valuation techniques, such as estimated discounted cash fl ows, are used to determine the fair value of the remaining fi nancial instruments.

PAGE 51

Notes to the Consolidated Financial Statements

Rounding of amounts

The consolidated entity is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the fi nancial report. Amounts in the fi nancial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.

New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2010 reporting period. The Group’s assessment of the impact of these new standards and interpretations is below.

AASB 2009-8 Amendments to Australian Accounting Standards – Group Cash-Settled Share-based Payment Transactions [AASB 2]

The amendments made by the AASB to AASB 2 confi rm that an entity receiving goods or services in a Group share-based payment arrangement must recognise an expense for those goods or services regardless of which entity in the Group settles the transaction or whether the transaction is settled in shares or cash. They also clarify how the Group share-based payment arrangement should be measured, that is, whether it is measured as an equity or cash settled transaction. The Group will apply these amendments retrospectively for the fi nancial reporting period commencing on 1 July 2010. There will be no impact on the Group’s fi nancial statements.

AASB 9 Financial Instruments and AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9

AASB 9 Financial Instruments addresses the classifi cation and measurement of fi nancial assets and is likely to affect the Group’s accounting for its fi nancial assets. The standard is not applicable until 1 January 2013 but is available for early adoption. The Group is yet to assess its full impact. However, initial indications are that it may affect the Group’s accounting for its available-for-sale fi nancial assets, since AASB 9 only permits the recognition of fair value gains and losses in other comprehensive income if they relate to equity investments that are not held for trading. Fair value gains and losses on available-for-sale equity investments, for example, will therefore have to be recognised directly in profi t or loss. The Group has not yet decided when to adopt AASB 9.

AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project and AASB 2010-4 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project

In June 2010, the AASB made a number of amendments to Australian Accounting Standards as a result of the IASB’s annual improvement project. The Group will apply the amendments from 1 July 2010. The Group continues to assess the impact of AASB 2010-3 and AASB 2010-4 and does not expect that any adjustments will be necessary as the result of applying the revised rules.

PAGE 52 Computershare Annual Report 2010

	2010 $000	2009 $000
2. REVENUE AND EXPENSES FROM CONTINUING OPERATIONS (a) Revenues Sales revenue Rendering of services 1,599,611 1,495,759
Other revenue Dividends received 968 167 Interest received 3,726 4,398
Total other revenue 4,694 4,565
Total revenue from continuing operations 1,604,305 1,500,324
(b) Expenses Depreciation and amortisation Depreciation of property, plant and equipment 31,497 27,380 Amortisation of: > Leased assets 224 144 > Leasehold improvements 4,268 4,903 > Intangible assets 35,704 15,809
Total depreciation and amortisation 71,693 48,236
Finance costs Interest paid 22,454 35,076 Loan facility fees 411 732
Total f nance costs 22,865 35,808
Other operating expense items Operating lease rentals 52,020 55,527 Technology spending - research and development 65,888 63,626 Employee entitlements (excluding superannuation) expense 596,438 542,169 Superannuation expense 20,073 18,593
3. OTHER INCOME Net foreign exchange gains 1,008 2,717 Net gain on disposal of available for sale investments - 9,503 Net gain on disposal of PPE 108 - Other income 14,166 10,911
Total other income 15,282 23,131

PAGE 53

Notes to the Consolidated Financial Statements

	2010 $000	2009 $000
4. INCOME TAX a) Income tax expense Current tax expense 84,992 82,434 Deferred tax expense 24,250 15,935 Under/ (over) provided in prior years 51 1,682
Total income tax expense 109,293 100,051
Deferred income tax (revenue)/ expense included in income tax expense comprises: Decrease/ (increase) in deferred tax assets (note14) 10,610 6,511 (Decrease)/ increase in deferred tax liabilities (note19) 13,640 9,424
24,250 15,935
b) Numerical reconciliation of income tax expense to prima facie tax payable Prof t before income tax expense 410,669 359,900 The tax expense for the f nancial year differs from the amount calculated on the prof t. The differences are reconciled as follows: Prima facie income tax expense thereon at30% 123,201 107,970 Tax effect of permanent differences: Non deductible expenses (including depreciation and amortisation) 2,559 1,655 Research and development allowance (2,675) (2,502) Benef t of tax losses recognised (1,117) (1,197) Benef t of tax losses not booked 439 - Non-deductible asset write-down - 2,841 Losses not deductible - 1,760 Non deductible share based payments 323 290 Other deductible items (13,750) (11,554) Non assessable accounting prof t on the sale of assets - (1,737) Other (3,526) (583) Differential in overseas tax rates 2,891 (15) Prior year tax (over)/under provided 51 1,682 Restatement of deferred tax balances due to income tax rate changes 897 1,441
Income tax expense 109,293 100,051
c) Amounts recognised directly in equity Net deferred tax – debited/(credited) directly to equity (note14and note19) (13,135) 15,986
d) Tax expense (income) relating to items of other comprehensive income Available-for-sale f nancial assets - 97 Cash f ow hedges (6,881) 15,076
(6,881) 15,173

e) Unrecognised tax losses

As at 30 June 2010 companies within the consolidated entity had estimated unrecognised tax losses (including capital losses) of $41,926,325 (2009: $47,610,006) available to offset against future years’ taxable income.

PAGE 54 Computershare Annual Report 2010

	2010 $000	2009 $000
5. RETAINED PROFITS AND DIVIDENDS Retained prof ts Retained prof ts at the beginning of the f nancial year 763,879 600,794 Ordinary dividends provided for or paid (122,044) (92,648) Net prof t attributable to members of Computershare Limited 294,757 255,733
Retained prof ts at the end of the f nancial year 936,592 763,879

Dividends

Ordinary Dividends paid during the f nancial year in respect of the previous year, AU11cents per share franked to50% (2009– AU11cents per share franked to30%) 53,699 46,324 Dividends paid in respect of the current f nancial year June2010, AU14cents per share franked to50% (June2009, AU11cents per share franked to40%) 68,345 46,324 The directors have determined that a f nal dividend of AU14cents per share franked to60% in respect of the year ended30June2010was paid on

14September2010. As the dividend was not declared until11August2010a provision has not been recognised as at30June2010.

				2010 $000	2010 $000	2009 $000
Dividend franking account Franking credits available for subsequent f nancial years based on a tax rate of30% (2009:30%) 48,581 42,275
	Calculation of Basic EPS $000	Calculation of Diluted EPS $000	Calculation of Management Basic EPS $000		Calculation of Management Diluted EPS $000
6. EARNINGS PER SHARE Year end30 June2010 Earnings per share (cents per share) 53.05 cents 52.67 cents 57.80 cents Net prof t 301,376 301,376 301,376 Non-controlling interests’ (prof t)/loss (6,619) (6,619) (6,619) Exclusion of management adjustment items - - 26,415					57.39 cents 301,376 (6,619) 26,415
Net prof t attributable to members of Computershare Limited 294,757 294,757 321,172					321,172
Weighted average number of ordinary shares used as denominator in calculating basic earnings per share 555,657,878 555,657,878 Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share 559,653,794					559,653,794
Year end30 June2009 Earnings per share (cents per share) 46.02cents 45.78cents 52.11cents Net prof t 259,849 259,849 259,849 Non-controlling interests’ (prof t)/loss (4,116) (4,116) (4,116) Exclusion of management adjustment items - - 33,799					51.83cents 259,849 (4,116) 33,799
Net prof t attributable to members of Computershare Limited 255,733 255,733 289,532					289,532
Weighted average number of ordinary shares used as denominator in calculating basic earnings per share 555,654,059 555,654,059 Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share 558,662,405					558,662,405

PAGE 55

Notes to the Consolidated Financial Statements

Reconciliation of weighted average number of shares used as the denominator:

	2010	2009
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 555,657,878 555,654,059 Adjustments for calculation of diluted earnings per share: Options (refer note25for options on issue) 94,067 5,819 Equity related contingent consideration - 2,527 Performance rights1 (refer note25) 3,901,849 3,000,000
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 559,653,794 558,662,405

1 2,850,000 performance rights were issued during the year – out of these 1,425,000 were considered dilutive as at 30 June 2010. Performance rights issued during 2005 and 2006 were considered to be dilutive as at 30 June 2010.

Management adjustment items

Included in the consolidated statement of comprehensive income are the following items that due to their nature, have been excluded from the calculation of management adjustment earnings:

	Total $000 $000
For the year ended30 June2010: Redundancy provisions (net of tax) (4,290) Marked to market adjustments – derivatives (net of tax) 821 Intangible asset amortisation (net of tax) (22,622) Acquisition related costs (net of tax) (477) Restructuring provisions related to business combinations (net of tax) > Germany (139) > Australia 282 > United Kingdom 10 153
Net individually signif cant item expense (26,415)
For the year ended30 June2009: Restructuring provisions related to business combinations (net of tax) > North America (120) > United Kingdom (2,403) (2,523)
Prof t on disposal of controlled entities 6,872 VEM acquisition review (12,573) Redundancy costs (12,689) Marked to market adjustments – derivatives (net of tax) (940) Intangible asset amortisation (net of tax) (11,946)
Net individually signif cant item expense (33,799)

PAGE 56 Computershare Annual Report 2010

	2010 $000	2009 $000
7. RECEIVABLES Current Trade receivables 188,605 190,471 Less: Provision for doubtful debts (10,904) (9,045)
Trade receivables, net 177,701 181,426 Accrued revenue 54,173 56,348 Other non-trade amounts 62,010 25,640
293,884 263,414
Non-Current Foreign tax credits 3,657 2,788 Other 704 1,215
4,361 4,003

Bad and doubtful trade receivables

Trade receivables are considered impaired where there is objective evidence that the Group will not be able to collect all amounts due according to the original trade and other receivable terms. Terms of trade in relation to credit sales are on a weighted average of 30 days from the date of invoice. Factors considered when determining if impairment exists include aging and timing of expected receipts and the credit worthiness of counterparties.

The Group has recognised a loss of $4,358,625 (2009: $3,874,013) in respect of bad trade receivables during the year ended 30 June 2010. The loss has been included in the direct and technology services expense lines in the statement of comprehensive income.

The analysis of trade receivables for the consolidated entity that were past due but not impaired is as follows:

	Neither past due nor impaired $000	Past due but not impaired Less than 30days overdue More than30days but less than 90days overdue More than 90days overdue $000 $000 $000	Past due but not impaired Less than 30days overdue More than30days but less than 90days overdue More than 90days overdue $000 $000 $000	Total $000	Total $000
30 June2010 122,554 24,581 25,561 5,005 177,701 30June2009 81,040 64,086 30,380 5,920 181,426 All other receivables do not contain impaired assets and are not past due.
			2010 $000		2009 $000
8. AVAILABLE FOR SALE FINANCIAL ASSETS AT FAIR VALUE Current Listed equity securities 499 10,215
Non-Current Listed equity securities 4,946 5,683 Unlisted equity securities 677 619
5,623 6,302

9. OTHER FINANCIAL ASSETS

Current Broker client deposits (a) (note17) Other	21,196 2,618 23,814	29,675 5,642 35,317

(a) An overseas entity is a licensed deposit taker. As at year end this controlled entity has accepted deposits in its own name, and recorded these funds as other fi nancial assets together with a corresponding liability. The deposits are insured through a local regulatory authority.

PAGE 57

Notes to the Consolidated Financial Statements

	2010 $000	2009 $000
10. INVENTORIES Raw materials and stores, at cost 4,400 4,321 Work in progress, at cost 4,224 3,454
8,624 7,775
11. OTHER CURRENT ASSETS Current Prepayments 19,556 19,325
19,556 19,325
12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD Non-Current Shares in associates (note39) 17,773 14,205 Interest in joint venture partnerships (note40) 1,404 1,601
19,177 15,806

Consolidated	Land at cost $000	Building, freehold and leasehold at cost $000	Plant and Equipment owned and leased $000	Fixtures and Fittings $000	Motor Vehicles $000	Leasehold improve- ments at cost $000	Total $000
13. PROPERTY, PLANT AND EQUIPMENT At1 July2009 Opening net book amount 3,508 4,452 54,644 8,141 Acquisition through controlled entities and businesses acquired - - - 20 Additions 19,301 42,885 24,669 650 Disposals - - (176) (91) Depreciation and amortisation charge - (1,104) (27,099) (2,944) Currency translation differences (333) 1,132 612 (15) Transfers and other (1) (516) (1,015) 563					414 19,651 - - 197 1,955 - - (171) (4,633) (63) 312 14 (3)		90,810 20 89,657 (267) (35,951) 1,645 (958)
Closing net book amount 22,475 46,849 51,635 6,324					391 17,282		144,956
Cost 22,475 52,034 204,058 30,422 Accumulated depreciation - (5,185) (152,423) (24,098)					1,357 35,861 (966) (18,579)		346,207 (201,251)
At30 June2010 22,475 46,849 51,635 6,324					391 17,282		144,956
At1 July2008 Opening net book amount 214 3,144 69,861 10,503 Acquisition through controlled entities and businesses acquired - - 2,181 334 Additions - 76 18,991 2,067 Disposals - (5) (763) (82) Depreciation and amortisation charge - (597) (23,187) (3,235) Currency translation differences 29 (431) (7,305) (1,221) Transfers and other 3,265 2,265 (4,192) (225)					455 23,216 12 958 184 1,629 - (52) (172) (5,179) (47) (862) (18) (59)		107,393 3,485 22,947 (902) (32,190) (10,959) 1,036
Closing net book amount 3,508 4,452 54,644 8,141					414 19,651		90,810
Cost 3,508 8,371 194,715 30,307 Accumulated depreciation - (3,919) (140,071) (22,166)					1,333 40,161 (919) (20,510)		278,395 (187,585)
At30 June2009 3,508 4,452 54,644 8,141					414 19,651		90,810

PAGE 58 Computershare Annual Report 2010

	2010 $000	2009 $000
14. TAX ASSETS Current tax assets Refunds receivable 8,924 14,680
Deferred tax assets Attributable to carry forward tax losses 6,262 20,678 Attributable to temporary differences 40,559 48,332
46,821 69,010
Movements during the year: Opening balance at1July 69,010 85,442 Currency translation difference 922 (5,019) Credited/(charged) to prof t or loss (note4a) (10,610) (6,511) Credited/(charged) to equity (note4c) 5,056 (711) Set off of deferred tax liabilities (note19) (18,412) (6,058) Acquisitions of controlled entities 855 1,867
Closing balance at30June 46,821 69,010
The deferred tax assets balance comprises temporary differences attributable to: Tax losses 6,262 20,678 Employee benef ts Property, plant & equipment Deferred revenue Doubtful debts Provision Finance leases Other creditors & accruals Share based remuneration Other 6,790 9,530 1,899 2,027 30,285 1,289 8,746 7,864 3,499 5,477 6,826 1,555 623 24,723 1,570 13,763 5,146 1,607
Total deferred tax assets 78,191 81,968 Set-off of deferred tax liabilities pursuant to set-off provisions (note19) (31,370) (12,958)
Net deferred tax assets 46,821 69,010

The amount of deferred tax assets expected to be recovered after more than 12 months amounts to $41,809,245 (2009: $42,371,793).

PAGE 59

Notes to the Consolidated Financial Statements

	2010 $000	2009 $000
15. DERIVATIVE FINANCIAL INSTRUMENTS Derivative assets Current 17,726 3,879 Non-Current 39,827 69,668
57,553 73,547
Derivative assets – Current and Non-Current Fair values of interest rate derivatives designated as cash f ow hedges (a) 24,820 52,229 Fair values of interest rate derivatives designated as fair value hedges (b) 32,733 21,318
Total derivative assets 57,553 73,547
Derivative liabilities Current 7 - Non-Current 360 684
367 684
Derivative liabilities – Current and Non-Current Fair values of interest rate derivatives designated as cash f ow hedges (a) 182 - Fair values of interest rate derivatives for which hedge accounting has not been applied 185 684
Total derivative liabilities 367 684

(a) The gain or loss from remeasuring the designated cash fl ow hedging instruments at fair value is deferred in equity in the cash fl ow hedge reserve (note 24), to the extent that the hedge is effective, and reclassifi ed into profi t and loss when the hedged interest income is recognised. The ineffective portion is recognised in the profi t or loss immediately. In the year ended 30 June 2010 gain before tax of $164,417 was transferred to the profi t or loss (2009: gain before tax of $178,621). From 1 July 2008, the time value of derivatives was excluded from cash fl ow hedge designation. A loss before tax of $567,639 was transferred to the statement of comprehensive income in the year ended 30 June 2010 (2009: a loss before tax of $2,637,514).

(b) The gain or loss from remeasuring the designated fair value hedging instruments at fair value is recognised immediately in the statement of comprehensive income. Refer to note 18 for further disclosure on the interest rate derivatives designated as fair value hedges.

PAGE 60 Computershare Annual Report 2010

	Goodwill $000	Customer contracts and relationships $000	Other $000	Total $000
16. INTANGIBLE ASSETS At1 July2009 Opening net book amount 1,603,529 76,747 24,649 Additions - 459 4,236 Acquisitions of controlled entities1 105,034 - - Other2 (61,574) 21,948 37,537 Amortisation charge3 - (20,119) (15,586) Currency translation difference (1,125) 1,503 (1,060)				1,704,925 4,695 105,034 (2,089) (35,705) (682)
Closing net book amount 1,645,864 80,538 49,776				1,776,178
At30 June2010 Cost 1,645,864 119,724 77,296 Accumulated amortisation - (39,186) (27,520)				1,842,884 (66,706)
Net book amount 1,645,864 80,538 49,776				1,776,178
At1 July2008 Opening net book amount 1,420,187 29,221 31,149 Additions 255 - - Acquisitions of controlled entities1 338,226 - - Other2 (60,295) 62,728 12,228 Disposals (12,614) (322) (10,207) Amortisation charge3 - (11,649) (4,160) Currency translation difference (82,230) (3,231) (4,361)				1,480,557 255 338,226 14,661 (23,143) (15,809) (89,822)
Closing net book amount 1,603,529 76,747 24,649				1,704,925
At30 June2009 Cost 1,603,529 96,398 36,809 Accumulated amortisation - (19,651) (12,160)				1,736,736 (31,811)
Net book amount 1,603,529 76,747 24,649				1,704,925

1 The acquired goodwill can be attributable to the expected future cash fl ows of the business associated with the collective experience of management and staff, including ongoing customer relationships and synergies expected to be achieved as a result of the full integration into the Computershare Group.

2 Other relates to recognition of intangible assets related to business combinations and fi nalisation of acquisition accounting.

3 The amortisation charge is included within direct services expense in the statement of comprehensive income.

No impairment losses have been recognised during the current period (2009: Nil).

Where acquisitions have been made during the period, the Group has 12 months from acquisition date in which to fi nalise 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 except for the acquisition of I-nvestor Holdings A/S and National City Bank TA business for which acquisition accounting was fi nalised during the year ended 30 June 2010.

There are no material contingent consideration arrangements in relation to the above acquisitions. Acquisition related costs are also immaterial to the Group.

In accordance with accounting policy the acquisition accounting for IML Netherlands B.V., Eventbookings Limited, Electronic Data Filing Inc, Kurtzman Carson Consultants LLC, MobiTED GmbH, National City Bank TA business and I-nvestor Holdings A/S business combinations has been fi nalised, with the recognition of intangible assets separately from goodwill of $59.5 million.

Acquisition accounting requires that management makes estimates around the valuation of certain non monetary assets and liabilities within the acquired entities. The estimates have particular impact in terms of the valuation of provisions, tax related balances and the recognition of contingent liabilities. To the extent that these items are subject to determination during the initial 12 months after acquisition the variation to estimated value will be adjusted through goodwill. To the extent that determination occurs after 12 months any variation will impact profi t or loss in the relevant period.

PAGE 61

Notes to the Consolidated Financial Statements

Impairment test for goodwill

Goodwill is allocated to the Group’s cash generating units (CGUs) as follows:

	2010 $000	2009 $000
CGU Australia & New Zealand 168,492 160,675 Asia EMEA United States Canada Technology Services 90,487 349,889 919,193 117,791 12 88,474 302,389 944,506 107,473 12
1,645,864 1,603,529

The recoverable amount of each CGU is determined based on a value in use calculation for each CGU to which goodwill has been allocated. The value in use calculation uses the discounted cash fl ow methodology for each CGU based upon fi ve years of cash fl ows plus a terminal value.

(a) Key assumptions used for value in use calculations

Assumptions have been used for the analysis of each CGU. Management determined budgeted EBITDA based on past performance and its expectations for the future. The weighted average growth rates used have been reviewed by management and are consistent with prior periods. The discount rates used refl ect risks relating to the relevant segments and the countries in which they operate.

Management has reviewed and changed the key assumptions used in the value in use calculations against current market conditions.

The following describes each key assumption on which management has based its value in use calculations for each CGU.

• a) Five year post tax cash fl ow projections, based upon management approved budgets covering a one year period, with the subsequent periods based upon management expectations of growth excluding the impact of possible future acquisitions, business improvement capital expenditure and restructuring.

• b) Earnings growth rates applied beyond the initial fi ve year period are as follows for each CGU in 2010: Australia and New Zealand 3% (2% in 2009), Asia 3% (2% in 2009), EMEA 3% (2% in 2009) and United States 3% (3% in 2009), Canada 3% (3% in 2009) and Technology Services 3% (not applicable in 2009).

• c) In performing the value-in-use calculations for each CGU, the Group has applied post-tax discount rates to discount the forecast future attributable post-tax cash fl ows. The equivalent pre-tax discount rates are as follows: Australia and New Zealand 14.8% (13.9% in 2009), Asia 13.2% (13.9% in 2009), EMEA 10.6% (13.9% in 2009), United States 12.7% (13.9% in 2009), Canada 11.2% (13.9% in 2009) and Technology Services 10.5% (not applicable in 2009).

(b) Impact of possible changes in key assumptions

Management has considered changes in key assumptions that they believe to be reasonably possible. In all instances considered, the recoverable amount of the CGU exceeded its carrying amount.

	2010 $000	2009 $000
17. PAYABLES Current Trade payables – unsecured 17,331 20,275 GST/VAT payable 18,320 16,093 Employee entitlements (note25) 12,335 11,636 Broker client deposits (note9) 21,196 29,675 Other creditors and accruals 246,802 238,773 Other payables 35,202 6,623
351,186 323,075
Non-Current Other payables 2,331 2,179
2,331 2,179

PAGE 62 Computershare Annual Report 2010

	2010 $000	2009 $000
18. INTEREST BEARING LIABILITIES Current USD Senior Notes (b) 50,000 - Lease Liability - secured (c) 4,243 116
54,243 116
Non-Current Bank Loans 22 46 Revolving multi-currency facility (a) 370,881 390,608 USD Senior Notes (b) 536,104 575,125 Lease liability - secured (c) 32,778 8,437
939,785 974,216

(a) The consolidated entity maintains a revolving syndicated facility signed on 27 May 2010. The facility has two tranches. The fi rst tranche has a facility amount of $300,000,000 and matures on 27 May 2013 and the second tranche has a facility amount of $300,000,000 and matures on 27 May 2014. This facility was drawn to United States dollar equivalent of $370,881,036 at 30 June 2010. The facility is subject to negative pledge undertakings and imposes certain covenants upon the consolidated entity.

(b) On 22 March 2005 Computershare US General Partnership, a controlled entity of the consolidated entity, issued 52 notes in the United States. These notes were six, seven, ten and twelve years in tenor and were issued at fair value, with no premium or discount. Floating interest is paid on the six year note on a quarterly basis. Fixed interest is paid on the seven, ten and twelve year notes on a semi-annual basis. On 29 July 2008 Computershare US General Partnership issued a further 26 notes in the Unites States. These notes were for a tenor of ten years for which fi xed interest is paid on a semi-annual basis. The consolidated entity uses interest rate derivatives to manage the fi xed interest exposure that arises as a result of notes issued. The following table provides a reconciliation of the USD Senior Notes.

	2010 $000	2009 $000
USD Senior Notes reconciliation USD Senior Notes at cost 553,500 553,500 Fair value movement of hedged USD Senior Notes1 32,604 21,625
Total net debt 586,104 575,125 Interest rate derivative (asset) – fair value hedge (note15) (32,733) (21,318)
Total 553,371 553,807

1 Hedged USD Senior notes were $348,500,000 as at 30 June 2010 (2009: $348,500,000).

The gain or loss from remeasuring the hedging instruments (interest rate derivatives) at fair value is recognised immediately in the statement of comprehensive income along with the change in fair value of the underlying hedged item (USD Senior Notes).

The increase in the 2010 fi nancial year in the USD Senior Notes liability refl ects the valuation change due to reduced market interest rates at balance date for the term until maturity. This increase is offset by the asset representing the fair value of interest rate derivatives used to effectively convert the USD fi xed interest rate notes to fl oating interest rates. The conversion to fl oating interest rate using derivatives provides a hedge against the Group’s USD margin income exposure to fl oating interest rates.

(c) The lease liability is secured directly against the assets to which the leases relate (note 26b).

PAGE 63

Notes to the Consolidated Financial Statements

	2010 $000	2009 $000
19. TAX LIABILITIES Current tax liabilities Provision for income tax 25,480 28,277
Deferred tax liabilities Provision for deferred income tax on temporary differences 106,108 105,989
Movements during the year: Opening balance at1July 105,989 68,158 Currency translation difference 760 (3,109) Charged/(credited) to prof t or loss (note4a) 13,640 9,424 Charged/(credited) to equity (note4c) (8,079) 15,275 Set off of deferred tax assets (note14) (18,412) (6,058) Arising from acquisitions 12,210 22,299
Closing balance at30June 106,108 105,989
The deferred tax liabilities balance comprise temporary differences attributable to: Property, plant & equipment Goodwill Intangible assets Prepayments Cash f ow and fair value hedges Unrealised foreign exchange gains/(losses) Other 1,581 88,874 28,069 571 7,587 10,790 6 2,430 75,334 20,525 543 15,696 3,857 562
Total deferred tax liabilities 137,478 118,947
Set-off of deferred tax liabilities pursuant to set-off provisions (note14) (31,370) (12,958)
Net deferred tax liabilities 106,108 105,989

The amount of deferred tax liabilities expected to be settled after more than 12 months amounts to $126,655,951 (2009: $114,046,950).

	2010 $000	2009 $000
20. PROVISIONS Current Future services 691 883 Restructuring 24,329 21,633 Provisions arising from continuing operations 7,451 8,792 Other 13,780 13,473
46,251 44,781
Non-Current Employee entitlements (note25) 13,814 12,646 Restructuring 22,061 32,214
35,875 44,860

PAGE 64 Computershare Annual Report 2010

Movements in each class of current provision during the fi nancial year, other than employee entitlements, are set out below.

	Future services $000	Restructuring $000	Provisions arising from continuing operations $000	Other $000	Total $000
Carrying amount at start of year 883 21,633 8,792 13,473 Additional provisions recognised through prof t and loss 1,543 13,525 1,995 19,830 Payments/other sacrif ces of economic benef ts - (13,525) (620) (783) Other transfers - 5,708 - (2,800) Reversals (1,653) (2,729) (2,716) (14,828) Exchange rate impacts on opening balance (82) (283) - (1,112)					44,781 36,893 (14,928) 2,908 (21,926) (1,477)
Carrying amount at end of year 691 24,329 7,451 13,780					46,251

Movements in each class of non-current provision during the fi nancial year, other than employee entitlements, are set out below.

		Restructuring $000	Restructuring $000
Carrying amount at start of year 32,214 Additional provisions recognised 108 Payments/other sacrif ces of economic benef ts (130) Other transfers and reversals (10,138) Exchange rate impacts on opening balance 7
Carrying amount at end of year 22,061
	2010 $000		2009 $000
21. DEFERRED CONSIDERATION Current Deferred settlement on acquisition of entities 20,180 18,686
Non-Current Deferred settlement on acquisition of entities (a) 26,967 45,606
(a) Non-current deferred settlement on acquisition of entities is payable between one and f ve years. 22. OTHER LIABILITIES Non-Current Lease inducements (a) 8,730 7,900
(a) Lease inducements represent cash payments received as an allowance for leasehold improvements made to the premises. This receipt is being accounted for as a reduction in the rental expenses over the term of the lease. 23. CONTRIBUTED EQUITY Ordinary shares 29,943 29,888
Movements in ordinary shares for the last two years Opening balance:555,654,059ordinary shares (1July2008:555,654,059) 29,888 31,689 Date Number of shares Price per share Issued as part of consideration on acquisition: February2010 10,000 $5.47(AUD6.15) 55 - Reclassif cation to reserves - (1,801)
Closing balance:555,664,059 ordinary shares (fully paid) (30 June2009: 555,654,059) 29,943 29,888

There are no restrictions on ordinary shares.

PAGE 65

Notes to the Consolidated Financial Statements

Share buy-back

The consolidated entity had no on-market buy back in operation during the year ended 30 June 2010 (2009: nil).

Employee share plans and options

Refer to note 25 for employee and executive share plan details. There are no shares reserved for issuance under options.

	2010 $000	2009 $000
24. RESERVES Capital redemption reserve 2 2 Foreign currency translation reserve 22,735 23,533 Cash f ow hedge reserve 14,631 37,300 Share based payments reserve 63,326 43,466 Equity related consideration (1,101) (1,808) Available for sale asset reserve 91 (2,700) Transactions with non–controlling interests (4,876) -
94,808 99,793
Movements during the year: Foreign currency translation reserve Opening balance 23,533 73,868 Translation of controlled entities (798) (50,335)
Closing balance 22,735 23,533
Cash f ow hedge reserve Opening balance 37,300 13,986 Revaluation - gross (29,550) 38,390 Deferred tax 6,881 (15,076)
Closing balance 14,631 37,300
Share based payments reserve Opening balance 43,466 40,090 Reclassif cation from share capital - 416 Cash purchase of shares for employee share plan (5,265) (7,878) Share based payments expense 25,125 10,838
Closing balance 63,326 43,466
Equity related contingent consideration reserve Opening balance (1,808) (2,099) Reclassif cation from share capital - 1,385 Acquisition related consideration 2,506 (1,094) Cash purchase shares (1,799) -
Closing balance (1,101) (1,808)
Available for sale asset reserve Opening balance (2,700) 590 Revaluation – gross 224 (3,193) Transfer to statement of comprehensive income 2,567 - Deferred tax - (97)
Closing balance 91 (2,700)
Transactions with non-controlling interests Opening balance - - Transactions with non-controlling interests (2,809) - Transfer from non-controlling interests (2,067) -
Closing balance (4,876) -

PAGE 66 Computershare Annual Report 2010

Nature and purpose of reserves

• i. Foreign currency translation reserve

Exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency translation reserve, as described in note 1. This amount is the net of gains and losses on hedge transactions and intercompany loans after adjusting for related income tax effects. The reserve is recognised in the profi t or loss when the net investment is disposed of.

ii. Cash fl ow hedge reserve

The hedging reserve is used to record gains and losses on a hedging instrument in a cash fl ow hedge that are recognised directly in other comprehensive income, as described in note 1.

iii. Share based payments reserve

The share based payments reserve is used to recognise the fair value of shares which will vest to employees under employee and executive share plans. This reserve is also used to record cash purchase of shares for employee share plans.

• iv. Equity related contingent consideration reserve

This reserve is used to refl ect deferred consideration for acquisitions which is payable through the issue of parent entity equity instruments.

v. Available for sale asset reserve

Changes in fair value of investments, such as equities, classifi ed as available for sale fi nancial assets after adjusting for related income tax effects are taken to this reserve in accordance with note 1.

• vi. Transactions with non-controlling interests

This reserve is used to record the differences which may arise as a result of transactions with non-controlling interests that do not result in a loss of control.

25. EMPLOYEE AND EXECUTIVE BENEFITS

(a) Share plans

Exempt Employee Share Plan

During the year ended 30 June 2001 the Group introduced an Exempt Employee Share Plan. The Plan gives Computershare employees the opportunity to acquire shares in Computershare Limited. Each year, participating employees can make contributions from their pre-tax salary to acquire AUD 500 worth of shares. Such employee contributions are matched by the Group with an additional AUD 500 worth of shares being acquired for each participating employee. All permanent employees in Australia with at least 3 months service and employed at the allocation date are entitled to participate in this Plan.

Deferred Employee Share Plan

During the year ended 30 June 2002 a Deferred Employee Share Plan was established to enable Computershare to match dollar for dollar any employee pre-tax contributions to a maximum of AUD 3,000 per employee. Shares purchased and funded by employee’s pre-tax salary must remain in the plan for a minimum of 1 year. Matching shares funded by the Group must be kept in the plan for a minimum of 2 years or they will be forfeited. All permanent employees in Australia with at least 3 months service and employed at the allocation date are entitled to participate in this Plan. A derivative of this Plan and the Exempt Employee Share Plan has been made available to employees in New Zealand, Hong Kong, the United Kingdom, Ireland, Germany, Canada, South Africa and the United States of America.

Subject to the discretion of the Board, shares in the parent entity may also be allocated to selected employees in accordance with an employee share plan on a discretionary basis having regard to special circumstances as determined by the Remuneration Committee. Such shares may be subject to vesting and performance criteria as determined by the Board or the Remuneration Committee.

Long Term Incentive Plan

The Group also provides long term share based awards to key management personnel and other employees on a discretionary basis. Recipients of long term share based awards must complete specifi ed periods of service as a minimum before any share awards under the long term incentive plan become unconditional.

PAGE 67

Notes to the Consolidated Financial Statements

Number of employee shares held	Ordinary shares 2010 2009
Opening balance 9,725,062 8,816,359 Shares purchased on market 1,187,346 3,046,600 Forfeited shares reissued 357,898 369,171 Shares forfeited (229,334) (146,868) Shares withdrawn (2,104,978) (2,360,200)
Closing balance 8,935,994 9,725,062
Fair value of shares granted through the employee share plan ($000s) 12,683* 21,771

• Weighted average fair value of shares is determined by the closing price at the end of the day’s trading on the Australian Stock Exchange on the allocation date.

(b) Performance rights

The original Deferred Long Term Incentive (DLI) Plan was approved at the Annual General Meeting held on 9 November 2005. The DLI Plan is offered to eligible key management personnel and senior managers in the Group to recognise their ongoing ability and expected efforts and contribution to the performance and success of the Group. The total number of rights approved for issue was 10.0 million, of which 2.75 million were granted on 20 December 2005 and 1.1 million were granted on 13 November 2006. From the December 2005 DLI grant 1.9 million performance rights remain on issue and all performance rights from the November 2006 grant remain on issue as at the end of the current fi nancial year.

The Board introduced a second DLI Plan in November 2009 for a select number of senior managers in the Group, including the Chief Executive Offi cer. An award of 2.85 million performance rights was made under the Plan. The Plan was approved by the shareholders at the 2009 Annual General Meeting on 12 November 2009. Please refer to the 2009 Notice of Annual General Meeting for further details.

Performance rights are granted for no consideration and carry no dividend or voting rights. Under the DLI Plans, each performance right carries an entitlement to one fully paid ordinary share in Computershare Limited subject to satisfaction of performance hurdles and/or continued employment.

The assessed fair value of performance rights granted to key management personnel as remuneration is allocated equally over the period from grant date to vesting date. Fair values at grant date are independently determined using the Black Scholes option pricing model.

The fair value of the performance rights granted on 12 November 2009 is estimated at $8.70 (AUD 9.90). The inputs used in the valuation model are as follows:

Exercise price ($)	Nil
Share price at grant date ($)	9.62(AUD10.95)
Expected dividend yield (%)	2.01
Expected price volatility of share price (%)*	25
Risk free interest rate (%)	6.03
Expected life (years)	5.9

*The expected volatility is based on the historic volatility of the Group’s share price.

Set out below are summaries of performance rights granted under the plan:

Year	Balance at beginning of the year	Vested during the year	Forfeited during the year	Granted during the year	Balance at end of the year	Exercisable at end of the year
2010 3,000,000 - - 2,850,000 5,850,000 2009 3,600,000 - (600,000) - 3,000,000						- -

No performance rights expired during the period covered by the above table. 1.9 million performance rights from the December 2005 DLI issue will vest at the date of the Group auditor’s opinion on this fi nancial report.

PAGE 68 Computershare Annual Report 2010

(c) Options over ordinary shares

Employee options

The Group offers options over Computershare’s ordinary shares to eligible employees at the absolute discretion of the Board. Options are generally exercisable three years after the date granted or earlier in the case of special circumstances such as the employee’s death or retirement. The exercise price of options is based on the market value of the shares at the time of grant. On exercise, each option carries an entitlement to one fully paid ordinary share. Options granted carry no dividend or voting rights.

Set out below is a summary of options outstanding at the end of the year:

Year	Balance at beginning of the year	Vested during the year	Forfeited during the year	Granted during the year	Balance at end of the year	Exercisable at end of the year
2010 366,667 - - 75,000 441,667 2009 200,000 - - 166,667 366,667						- -

On 1 October 2009, 50,000 employee options were issued which are exercisable between 1 October 2012 and 30 September 2015 and have a fair value of $2.96 (AUD 3.37) per option.

On 4 June 2010, 25,000 employee options were issued. These options are exercisable between 3 June 2013 and 3 May 2016 and have a fair value of $2.82 (AUD 3.21) per option.

No employee options have been issued since year end.

Options are valued using Black Scholes model and are granted for no consideration. The valuation inputs for the options granted during the current year include:

	Options issued 1October2009	Options issued 4June2010
Exercise price $9.08(AUD10.34) 9.57(AUD10.89) Share price at grant date $9.58(AUD10.90) 9.97(AUD11.35) Expected dividend yield (%) 2.01 2.40 Expected price volatility of share price (%)* 25 25 Risk free interest rate (%) 5.83 5.50 Expected option life (years) 5.9 5.9

*The expected volatility is based on the historic volatility of the Group’s share price.

(d) Employee benefi ts recognised

(d) Employee benef ts recognised
	2010 $000	2009 $000
Performance rights expense 8,213 2,190 Share plan and options expense 13,740 13,898 Aggregate employee entitlement liability (note17and note20) 26,149 24,282
48,102 40,370

26. COMMITMENTS

(a) Superannuation commitments

Defi ned Contribution Funds

The Group maintains defi ned contribution superannuation schemes which provide benefi ts to all employees upon their disability, retirement or death. Employee contributions to the funds are based upon various percentages of employees’ gross salaries as set out below:

Australian controlled entities contribute to the defi ned contribution funds as follows:

Category 1 Management (employer contributions, voluntary employee contributions of at least 1%)

Category 2 Staff (statutory employer contributions of 9%, voluntary employee contributions)

Category 3 SGC Staff and casual and fi xed term employees (statutory employer contributions, voluntary employee contributions)

PAGE 69

Notes to the Consolidated Financial Statements

Foreign controlled entities contribute to the defi ned contribution funds as follows:

United Kingdom entities – between 7% and 10% of employees gross salaries

United States entities – voluntary employee contributions with matching employer contribution up to 4% of employees base salaries Canadian entities – between 2% and 7% of employees base salaries dependent upon years of service

South African entities – 12.25% of employees gross salaries

New Zealand entities – voluntary employee contributions with matching employer contribution up to 6% of employees’ base salaries

Hong Kong entities – between 5% and 20% of employees’ base salary dependent upon years of service

Indian entity – 12% of employees gross salaries

Defi ned Benefi t Funds

• 1) Karvy Computershare Private Limited maintained a defi ned benefi t superannuation scheme which provides benefi ts to 2,473 employees (30 June 2009: 2,356). Actuarial valuation of the scheme is provided by the Life Insurance Corporation, which maintains the fund. The net asset is not material to the Group.

• 2) Computershare GmbH Private Limited maintained a defi ned benefi t scheme which provides benefi ts to 33 employees (30 June 2009: 37) An actuarial assessment of the scheme was completed as at 30 June 2010 and defi ned benefi t plan liability recognised in accordance with the actuarial valuation. The net liability is not material to the Group.

	2010 $000	2009 $000
(b) Finance lease commitments Commitments in relation to f nance leases are payable as follows: Not later than1year 6,693 473 Later than1year but not later than5years 41,494 8,782
Minimum lease payments 48,187 9,255 Less: Future f nance charges Not later than1year (2,450) (357) Later than1year but not later than5years (8,716) (345)
Total future f nance charges (11,166) (702)
Net f nance lease liability 37,021 8,553
Reconciled to: Current liability (note18) 4,243 116 Non-current liability (note18) 32,778 8,437
37,021 8,553
(c) Operating lease commitments Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows: Not later than1year 37,149 44,833 Later than1year but not later than5years 102,067 112,799 Later than5years 53,195 70,092
192,411 227,724

The Group leases various offi ces and warehouses under non-cancellable operating leases expiring up to 15 years. The leases have varying terms, escalation clauses and renewal rights. Where the leases have fi xed escalation clauses, the operating lease is expensed on a straight line basis.

Operating leases are entered into as a means of acquiring access to offi ce facilities. Rental payments are generally fi xed, but with infl ation and/or market escalation clauses on which contingent rentals are determined. Operating lease commitments in respect of the rental of various premises are subject to market review at various intervals. Certain leases include an option to renew. No operating leases contain restrictions on fi nancing or other leasing activities.

PAGE 70 Computershare Annual Report 2010

27. DETAILS OF CONTROLLED ENTITIES

The fi nancial year of all controlled entities is 30 June except for Computershare Canada Inc and its controlled entities, Computershare Hong Kong Investor Services Limited and its controlled entities, National Registry Company and Karvy Computershare Pty Limited due to local statutory reporting requirements. These entities prepare results on a 30 June year end basis for consolidation purposes. Voting power is in accordance with the ownership interest held.

The consolidated fi nancial statements as at 30 June 2010 include the following controlled entities:

Name of controlled entity	Place of incorporation	Percentage of shares held 2010 % 2009 %
Computershare Limited Australia (2) - - ACN080 903 957Pty Ltd Australia (2) 100 100 CDS International Limited Australia (2) 100 100 Computershare Communication Services Limited Australia (2) 100 100 Global eDelivery Group Pty Ltd Australia 100 100 Computershare Communication Services (WA) Pty Ltd Australia 100 100 Computershare Communication Services (NSW) Pty Ltd Australia 100 100 Communication Services Australia Limited Australia (2) 100 100 QM Industries (NSW) Pty Ltd Australia 100 100 ACN081 035 752Pty Ltd Australia (2) 100 100 Georgeson Shareholder Communications Australia Pty Ltd Australia 100 100 Source One Communications Australia Pty Ltd Australia 100 100 Computershare Finance Company Pty Ltd Australia (2) 100 100 Financial Markets Software Consultants Pty Ltd Australia 100 100 Computershare Analytics Pty Ltd Australia 100 100 Obadele Pty Ltd Australia (2) 100 100 Computershare Clearing Pty Ltd Australia 100 100 Computershare Depositary Pty Ltd Australia 100 100 Computershare Technology Services Pty Ltd Australia (2) 100 100 Registrars Holdings Pty Ltd Australia (2) 100 100 Computershare Investor Services Pty Ltd Australia (2) 100 100 CRS Custodian Pty Ltd Australia 100 100 Computershare Plan Managers Pty Ltd Australia 100 100 Computershare Plan Co Pty Ltd Australia 100 100 CPU Share Plans Pty Ltd Australia 100 100 CIS Debt Securities Pty Ltd Australia 100 100 Computershare Fund Services Pty Ltd Australia 100 100 IML Interactive Pty Ltd Australia 100 100 Sepon (Australia) Pty Ltd Australia 100 100 Pepper Global Pty Ltd Australia 100 100 Pepper Austria GmbH Austria 100 100 GS Proxylatina S.A. Argentina 100 100 Four Points BVBA Belgium 100 100 Georgeson Shareholder Communications Canada Inc. Canada (1) 100 100 GSC Shareholder Services Inc. Canada (1) 100 100 Computershare Canada Inc Canada (1) 100 100 Computershare Trust Company of Canada Canada (1) 100 100 Computershare Services Canada Inc Canada (1) 100 100 Computershare Technology Services Inc Canada (1)(4) 100 - Pacif c Corporate Filing Services Limited Canada (1) 100 100 Computershare Investor Services Inc Canada (1) 100 100 Computershare Finance LLC Electronic Data Filing Inc. Canada Canada (1) (1) 100 100 100 100

PAGE 71

Notes to the Consolidated Financial Statements

Name of controlled entity	Place of incorporation	Percentage of shares held 2010 % 2009 %
Vincent – Junes Holdings Company Ltd Canada (1) 100 100 4446732Canada Inc Canada (1) 100 100 Computershare Governance Services Canada (1) 100 100 Computershare International Information Consultancy Services (Beijing) Pty Ltd China (1) 100 100 I-nvestor Holdings Denmark (1)(4) 100 - Computershare A/S Denmark (1)(4) 100 - Georgeson Shareholder (France) France 100 100 Computershare Document Services GmbH Germany (1) 100 100 Computershare HV Services AG Germany (1) 100 100 Computershare Pepper GmbH Germany (1) 100 100 Computershare Governance Services GmbH Germany (1) 100 100 Computershare Verwaltungs GmbH Germany (1) 100 100 Computershare Deutschland GmbH & Co. KG Germany (1) 100 100 VEM Aktienbank AG Germany (1) 100 96.59 Am Schonberg GmbH Germany (1) 100 91.18 MobiTED GmbH Germany (1) 100 100 Computershare Hong Kong Investor Services Limited Hong Kong (1) 100 100 Hong Kong Registrars Limited Hong Kong (1) 100 100 Computershare Asia Limited Hong Kong (1) 100 100 IML Asia Hong Kong (1) 100 100 Karvy Computershare Private Limited India (3) 50 50 Computershare Investor Services (Ireland) Ltd Ireland (1) 100 100 Computershare Trustees (Ireland) Ltd Ireland (1) 100 100 Computershare Governance Services Ireland (1) 100 100 Secretarial Internet Solutions Ltd Ireland (1) 100 100 Datacare Computershare Ltd Ireland (1) 100 100 Proxitalia s.r.l. Italy 100 100 Georgeson s.r.l. Italy 100 100 IML Netherlands B.V. Netherlands 100 100 Computershare Systems (N.Z.) Ltd New Zealand (1) 100 100 Computershare Investor Services Limited New Zealand (1) 100 100 Computershare Services Ltd New Zealand (1) 100 100 CRS Nominees Ltd New Zealand (1) 100 100 Sharemart NZ Limited New Zealand (1) 100 100 The National Registry Company Russia (1) 79.88 79.88 The National Clearing Company Russia (1) 79.88 79.88 Computershare Russia LLC Russia (1)(4) 100 - Pepper Technologies PTE.Ltd Singapore 100 100 Computershare South Africa (Pty) Ltd South Africa (1) 73.98 62.16 Computershare Ltd South Africa (1) 73.98 62.16 Computershare Nominees (Pty) Ltd South Africa (1) 73.98 62.16 Computershare Outsourcing Limited South Africa (1) 73.98 62.16 Minu Investment Managers Ltd South Africa (1) 73.98 62.16 Computershare Investor Services Limited South Africa (1) 73.98 62.16 Computershare Management Services (Pty) Ltd South Africa (1) 73.98 62.16 Computershare Plan Managers (Pty) Ltd South Africa (1) 73.98 62.16 Computershare CSDP Nominees (Pty) Ltd South Africa (1) 73.98 62.16 Computershare Custodial Nominees (Pty) Ltd South Africa (1) 73.98 62.16 Computershare Shareholders Nominee (Pty) Ltd South Africa (1) 73.98 62.16 Computershare Analytics (Pty) Ltd South Africa (1) 73.98 62.16

PAGE 72 Computershare Annual Report 2010

Name of controlled entity	Place of incorporation	Percentage of shares held 2010 % 2009 %
Computershare Investor Services (Pty) Ltd South Africa (1) 73.98 62.16 Computershare Nominee Accounts (Pty) Ltd South Africa (1) 73.98 62.16 Georgeson Shareholder Communications South Africa Pty Ltd South Africa (1) 100 100 GSC Registrars (Pty) Ltd South Africa (1) 100 100 GS Nominees (Pty) Ltd South Africa (1) 100 100 IML Interactive Pty Ltd South Africa (1) 100 100 CIS Company Secretaries (Pty) Ltd South Africa (1)(4) 73.98 - Georgeson S.I Spain 100 100 Computershare A/B Sweden (1)(4) 100 - Computershare Limited (Dubai) United Arab Emirates 100 100 Michael Software Systems Ltd United Kingdom (1)(5) - 100 Computershare Governance Services UK Limited United Kingdom (1) 100 100 Computershare Investments (UK) (No.2) Limited United Kingdom (1) 100 100 Computershare Limited United Kingdom (1) 100 100 Computershare Company Secretarial Services Limited United Kingdom (1) 100 100 Computershare Investments (UK) Limited United Kingdom (1) 100 100 Computershare Pepper SRM Ltd United Kingdom (1) 100 100 Flag Communication Limited United Kingdom (1) 100 100 Computershare Technology Services (UK) Ltd United Kingdom (1) 100 100 Shareholder Investments Research Ltd (UK) United Kingdom (1) 100 100 Computershare Trustees Limited United Kingdom (1) 100 100 Computershare Registry Services Limited United Kingdom (1) 100 100 Computershare Investor Services PLC United Kingdom (1) 100 100 Georgeson Shareholder Communications Ltd (UK) United Kingdom (1) 100 100 Computershare Investments (UK) (No.3) Limited United Kingdom (1) 100 100 Interactive Meetings Ltd United Kingdom (1) 100 100 IML Ltd United Kingdom (1) 100 100 Computershare Investments (UK) (No.4) Limited United Kingdom (1) 100 100 NRC Investments Ltd United Kingdom (1) 100 100 Computershare Investments (UK) (No.5) Limited United Kingdom (1) 100 100 Computershare Russia Ltd United Kingdom (1) 100 100 Legotla Investments Ltd United Kingdom (1) 100 100 Computershare Company Nominees Limited United Kingdom (1) 100 100 Computershare PEP Nominees Limited United Kingdom (1) 100 100 Computershare Services Nominees Limited United Kingdom (1) 100 100 Computershare Offshore Services Limited United Kingdom (1)(4) 100 - Computershare Investor Services Limited (Channel Islands) United Kingdom (1)(4) 100 50 Computershare Investor Services Limited (British Virgin Islands) United Kingdom (1)(4) 100 - Computershare Investor Services Limited (Cayman Islands) United Kingdom (1)(4) 100 - Computershare Trustees (CI) Limited (Jersey) United Kingdom (1)(4) 100 50 Computershare Nominees (CI) Limted (Jersey) United Kingdom (1)(4) 100 50 Computershare Investor Services Limted (Guernsey) United Kingdom (1)(4) 100 - Computershare Investor Services Limited (Isle of Mann) Computershare Investor Services Limited (Bermuda) Computershare Company Secretarial Services Limited (Jersey) United Kingdom United Kingdom United Kingdom (1)(4) (1)(4) (1)(4) 100 100 100 - - - EES Corporate Trustees Limited United Kingdom (1)(4) 100 - EES Trustees International Limted (Jersey) United Kingdom (1)(4) 100 - EES Services (UK) Limited United Kingdom (1)(4) 100 - EES Trustees (UK) Limited United Kingdom (1)(4) 100 - EES Capital Trustees (UK) Limited United Kingdom (1)(4) 100 - EES Nominees International Limited (Jersey) United Kingdom (1)(4) 100 -

PAGE 73

Notes to the Consolidated Financial Statements

Name of controlled entity	Place of incorporation	Percentage of shares held 2010 % 2009 %
Computershare Funds Services Limited (Jersey) United Kingdom (1)(4) 100 - Computershare Electoral Management Services Ltd United Kingdom (1) 100 100 Strand Enterprises Ltd Pathbolds Limited Computershare Voucher Services Limited Busy Bees Fradley Park Limited United Kingdom United Kingdom United Kingdom United Kingdom (1) (1) (1) (1) 100 100 100 100 100 100 100 100 Computershare Investments (UK) (No.6) Limited Computershare Investments (UK) (No.7) Limited Computershare Governance Services United Kingdom United Kingdom United States of America (1)(4) (1)(4) (1) 100 100 100 - - 100 Georgeson International Inc. United States of America (1) 100 100 Computershare US United States of America (1) 100 100 Georgeson Inc. United States of America (1) 100 100 Georgeson Securities Corporation United States of America (1) 100 100 Computershare US Services Inc. United States of America (1) 100 100 Computershare Technology Services, Inc. United States of America (1) 100 100 Computershare Trust Company, N.A. United States of America (1) 100 100 Computershare Financial Services, Inc. United States of America (1) 100 100 Computershare Investor Services, LLC United States of America (1) 100 100 Georgeson Shareholder Analytics, Inc. United States of America (1) 100 100 Computershare Communication Services, Inc. United States of America (1) 100 100 Computershare Securities Corporation United States of America (1) 100 100 Computershare Inc. United States of America (1) 100 100 Computershare Pepper NA Inc. United States of America (1) 100 100 Administar Services Group LLC United States of America (1) 100 100 Computershare Executive Services Inc. United States of America (1) 100 100 Alpine Fiduciary Services Inc. United States of America (1) 100 100 Computershare West Inc. United States of America (1) 100 100 Kurtzman Carson Consultants LLC United States of America (1) 100 100

(1) Controlled entities audited by other PricewaterhouseCoopers member fi rms.

(2) These wholly owned companies have entered into a deed of cross guarantee dated 26 June 2008 with Computershare Limited which provides that all parties to the deed will guarantee to each creditor payment in full of any debt of each company participating in the deed on winding-up of that company. As a result of a Class Order 98/1418 (as amended) issued by the Australian Securities and Investments Commission, these companies are relieved from the requirement to prepare fi nancial statements.

(3) These companies are controlled entities as Computershare Limited has the capacity to control the casting of a majority of the votes cast at a meeting of the board of directors, or the capacity to dominate decision making in relation to the fi nancial and operating policies.

(4) These companies became controlled entities during the year ended 30 June 2010.

(5) These companies ceased to be controlled entities during the year ended 30 June 2010.

PAGE 74 Computershare Annual Report 2010

28. BUSINESS COMBINATIONS

The Group continues to seek acquisition and other growth opportunities where value can be added and returns enhanced for the shareholders.

The following controlled entities and businesses were acquired by the consolidated entity at the date stated and their operating results have been included in profi t or loss from the relevant date.

a) On 28 January 2010, Computershare acquired 100% of HBOS Employee Equity Solutions based in the UK.

This business combination did not contribute materially to total revenue or net profi t of the Group.

Details of the acquisition are as follows:

	$000
Cash consideration Contingent consideration 71,487 -
Total consideration paid 71,487 Less fair value of identif able net assets acquired (6,975)
Goodwill on consolidation 64,512*

• Identifi able intangible assets are to be fi nalised and separately recognised.

The assets and liabilities arising from this acquisition are as follows:

	Acquiree’s carrying amount $000	Fair Value $000	Fair Value $000
Cash 8,816 8,816 Receivables 6,552 6,552 Property, plant and equipment 20 20 Tax assets 724 724 Other assets 896 896 Payables Tax provision (2,649) (982) (2,649) (982) Other liabilities (6,402) (6,402)
Net assets 6,975 6,975
Purchase consideration			$000
Outf ow of cash to acquire the entities, net of cash acquired: Cash paid 71,487 Less cash balance acquired (8,816)
Net outf ow of cash 62,671

b) During the year, Computershare acquired 100% of I-nvestor Holdings A/S based in Denmark, the transfer agent businesses of National City Bank and Rosenthal & Company LLC based in the US.

These business combinations did not contribute materially to total revenue or net profi t of the Group.

Details of the acquisitions are as follows:

	$000
Cash consideration 30,846 Contingent consideration 2,665
Total consideration paid 33,511 Less fair value of identif able net assets acquired (9,006)
Goodwill on consolidation 24,505*

• Identifi able intangible assets for the acquisition of Rosenthal & Company LLC to be fi nalised and separately recognised.

PAGE 75

Notes to the Consolidated Financial Statements

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

The assets and liabilities arising from these acquisitions are as follows:
	Acquiree’s carrying amount $000	Fair Value $000
Cash 3,245 3,245 Receivables 425 425 Tax assets 131 131 Intangible assets 483 6,301 Payables (730) (730) Tax Provision (366) (366)
Net assets 3,188 9,006
Purchase consideration $000
Outf ow of cash to acquire the entities, net of cash acquired: Cash paid 33,511 Less cash balance acquired (3,245)
Net outf ow of cash 30,266

PAGE 76 Computershare Annual Report 2010

29. DEED OF CROSS GUARANTEE

Set out below is a consolidated statement of comprehensive income, a consolidated statement of fi nancial position and a summary of movements in consolidated retained earnings of the Australian Closed Group for the year ended 30 June 2010 for all entities that are parties to a deed of cross guarantee (refer to note 27).

Computershare Limited Closed Group Statement of f nancialposition	2010 $000	2009 $000
Current Assets Cash and cash equivalents 8,067 6,805 Receivables 84,823 237,905 Inventories 1,056 1,043 Other Financial Assets - 9,939 Other 3,912 3,177 Derivatives 15,351 65,325
Total Current Assets 113,209 324,194
Non-Current Assets Receivables 384 98 Other f nancial assets 1,087,567 1,073,294 Property, plant and equipment 51,909 22,884 Deferred tax assets 25,380 18,077 Intangibles 149,291 144,159 Derivatives 39,825 - Other 910 905
Total Non-Current Assets 1,355,266 1,259,417
Total Assets 1,468,475 1,583,611
Current Liabilities Payables 68,592 48,149 Lease liabilities 2,356 802 Current tax liabilities 15,450 12,677 Provisions 4,432 4,801 Derivatives 7 -
Total Current Liabilities 90,837 66,429
Non-Current Liabilities Payables 152,849 167,544 Interest bearing liabilities 28,460 285,608 Lease liabilities 32,682 5,431 Deferred tax liabilities 36,103 35,617 Provisions 9,638 8,656 Derivatives 180 - Other liabilities 1,065 430
Total Non-Current Liabilities 260,977 503,286
Total Liabilities 351,814 569,715
Net Assets 1,116,661 1,013,896
Equity Contributed equity – ordinary shares 152,622 152,387 Reserves 234,036 184,221 Retained prof ts 730,003 677,288
Total Equity 1,116,661 1,013,896

PAGE 77

Notes to the Consolidated Financial Statements

Computershare Limited Closed Group Statement of comprehensive income	2010 $000	2009 $000
Revenues from continuing operations Sales revenue 327,691 284,015 Other revenues 123,922 352,500
Total revenue 451,613 636,515
Other income 50,330 75,104 Expenses Direct services 184,832 163,002 Technology services 57,147 56,453 Corporate services 32,667 21,253 Finance costs 9,787 51,533
Total expenses 284,433 292,241
Share of net prof t/(loss) of associates and joint ventures accounted for using the equity method 985 329
Prof t before income tax expense 218,495 419,707 Income tax (expense)/benef t (33,157) (26,701)
Prof t for the year 185,338 393,006
Other comprehensive income Available-for-sale f nancial assets 2,552 (2,231) Exchange differences on translation of foreign operations 39,694 (89,363)
Other comprehensive income for the year, net of tax 42,246 (91,594)
Total comprehensive income for the year 227,584 301,412
Set out below is a summary of movements in consolidated retained prof ts for the year of the Closed Group. Retained prof ts at the beginning of the f nancial year 677,288 376,930 Prof t after income tax expense/benef t 185,338 393,006 Dividends provided or paid (132,623) (92,648)
Retained prof ts at the end of the f nancial year 730,003 677,288

30. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Key management personnel compensation

(a) Key management personnel compensation
	2010 $	2009 $
Short term employee benef ts 7,708,929 4,786,361 Other long term benef ts 135,508 26,543 Post employment benef ts 225,217 119,373 Share based payments 8,303,056 1,581,830 Other 13,538 18,410
16,386,248 6,532,517

For detailed remuneration disclosures please refer to section A to E of the Remuneration Report on pages 28 to 36.

(b) Option holdings of key management personnel

No options have been issued to key management personnel in the year ended 30 June 2010. Set out below is a summary of options as of 30 June 2010:

	Balance at beginning of the year	Number granted during the year	Number vested during the year	Number forfeited during the year	Balance at end of year	Exercisable at the end of the year
PA Barker 166,667 - - - 166,667						-

PAGE 78 Computershare Annual Report 2010

(c) Performance rights

Set out below is a summary of performance rights held by key management personnel as of 30 June 2010:

	Balance at beginning of the year	Number granted during the year	Number vested during the year	Number forfeited during the year	Balance at end of year	Exercisable at the end of the year
WS Crosby 1,500,000 450,000 - - 1,950,000 PA Barker - 150,000 - - 150,000 PA Conn 300,000 250,000 - - 550,000 MB Davis - 350,000 - - 350,000 S Irving 100,000 350,000 - - 450,000 W Newling 100,000 200,000 - - 300,000 SR Rothbloom 1,000,000 300,000 - - 1,300,000 JLW Wong - 200,000 - - 200,000						- - - - - - - -

(d) Share holdings of key management personnel

The number of ordinary shares in Computershare Limited held during the fi nancial year by each director and named Group key management personnel, including details of shares granted as remuneration during the current fi nancial year and ordinary shares provided as the result of the exercise of remuneration options during the current fi nancial year, is included in the table below.

2010	Balance at beginning of the year	Vested under long term incentive schemes	On exercise of options/ performance rights	On market purchases / (sales)	Other	Balance at end of the year
Directors WS Crosby 123,688 - - - - SD Jones 14,000 - - - - Dr M Kerber* 40,000 - - - - PJ Maclagan 15,364,423 - - (459,012) - CJ Morris 52,880,057 - - (4,880,057) - AL Owen 2,000 - - - - AN Wales 29,092,384 - - (1,000,000) - NP Withnall - - - - - Company and Group key management personnel PA Barker - - - - - PA Conn 320,302 20,908 - - - MB Davis 8,082 15,244 - (14,500) 836 S Irving 152,695 65,022 - (191,909) 421 W Newling - 18,900 - (18,900) - SR Rothbloom 115,576 - - (102,902) - JLW Wong 65,621 23,317 - - 805						123,688 14,000 - 14,905,411 48,000,000 2,000 28,092,384 - - 341,210 9,662 26,229 - 12,674 89,743

• Shareholding effective as at date of resignation.

PAGE 79

Notes to the Consolidated Financial Statements

2009	Balance at beginning of the year	Vested under long term incentive schemes	On exercise of options/ performance rights	On market purchases / (sales)	Other	Balance at end of the year
Directors WS Crosby 224,146 - - (100,397) (61) SD Jones 14,000 - - - - Dr M Kerber 40,000 - - - - PJ Maclagan 16,000,000 - - (635,577) - CJ Morris 55,338,537 - - (2,458,480) - AL Owen 2,000 - - - - AN Wales 29,092,384 - - - - NP Withnall - - - - - Company and Group key management personnel PA Barker - - - - - PA Conn 318,840 - - 1,462 - S Irving 152,281 - - - 414 SR Rothbloom 140,576 - - (25,000) -						123,688 14,000 40,000 15,364,423 52,880,057 2,000 29,092,384 - - 320,302 152,695 115,576

(d) Loans and other transactions to directors and other key management personnel

The consolidated entity has not made any loans to directors and executive directors or other key management personnel during the current fi nancial year.

The consolidated entity has not entered into other transactions with directors and executive directors or other key management personnel during the current fi nancial year other than those disclosed in note 32.

31. REMUNERATION OF AUDITORS

31. REMUNERATION OF AUDITORS
	2010 $000	2009 $000
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit f rms: Assurance services: Auditing or review of f nancial statements > PricewaterhouseCoopers Australia 815 712 > Related practices of PricewaterhouseCoopers Australia 2,219 2,246
3,034 2,958
Other assurance services (a) > PricewaterhouseCoopers Australia 198 17 > Related practices of PricewaterhouseCoopers Australia 1,898 1,459
2,096 1,477
Taxation services > PricewaterhouseCoopers Australia 18 297 > Related practices of PricewaterhouseCoopers Australia - 11
18 308
Remuneration received, or due and receivable, by auditors other than the auditor of the parent entity and its aff liates for: Auditing or review of f nancial statements 26 4
(a) This relates primarily to regulatory and compliance reviews.

PAGE 80 Computershare Annual Report 2010

32. RELATED PARTY DISCLOSURES

Key management personnel disclosures are included in note 30.

(a) Directors’ shareholdings

(a) Directors’ shareholdings
	Shares in the parent entity 2010 2009
Ordinary shares held at the end of the f nancial year 91,137,483 97,516,552 Ordinary dividends received during the year in respect of those ordinary shares $20,656,040 $16,513,254 Ordinary shares acquired by directors during the f nancial year - - Ordinary shares disposed of by directors during the f nancial year 6,339,069 3,194,454 Ordinary shares granted to directors - -

(b) Other transactions with key management personnel

CJ Morris is a director and owner of Finico Pty Limited which received rent payment from the consolidated entity in the ordinary course of business on ordinary commercial terms and conditions. Rent received by Finico Pty Ltd was $107,320 for the year ended 30 June 2010.

As a matter of Board approved policy, the Group maintains a register of all transactions between employees and the consolidated entity. It is established practice for any Director to excuse himself or herself from discussion and voting upon any transaction in which that Director has an interest. The consolidated entity has a Board approved ethics policy governing many aspects of workplace conduct, including management and disclosure of confl icts of interest.

There have been no material transactions with key management personnel in the current year.

(c) Wholly owned Group – intercompany transactions and outstanding balances

The parent entity and its controlled entities entered into the following transactions during the year within the wholly owned Group:

• Loans were advanced and repayments received on loans and intercompany accounts

• Fees were exchanged between entities

• Interest was charged between entities

• The parent entity and its Australian controlled entities have entered into a tax sharing deed, which includes a tax funding arrangement (note 1)

• Dividends were paid between entities

• Bank guarantees were provided by the parent entity to its controlled entities (note 36)

These transactions were undertaken on commercial terms and conditions. No provisions for doubtful debts were raised during the fi nancial year (2009: $nil).

(d) Ultimate controlling entity

The ultimate controlling entity of the consolidated entity is Computershare Limited.

(e) Ownership interests in related parties

Interests in controlled entities are set out in note 27. Interests held in associates and joint ventures are disclosed in notes 39 and 40 of the fi nancial statements.

(f) Transactions with other related parties

Computershare Technology Services Pty Ltd has a receivable of $459,047 (2009: $438,042) from Chelmer Limited. This receivable has been fully provided for.

Computershare New Zealand Ltd has a receivable of $1,369,138 (2009: $1,293,333) from Chelmer Limited. This receivable has been fully provided for.

Computershare New Zealand Ltd has a payable of $1,833 (2009: a receivable of $1,508) to Chelmer Limited.

Computershare Investor Services New Zealand has made purchases of $19,824 (2009: $16,995) from Chelmer Limited.

Computershare Investor Services New Zealand has made sales of $1,885 (2009: $1,658) to Chelmer Limited.

Computershare Pepper Germany has a receivable of $46,290 (2009: $77,917) from Netpartnering Limited.

Computershare Pepper Germany had sales of $593,992 (2009: $1,021,209) with Netpartnering Limited.

PAGE 81

Notes to the Consolidated Financial Statements

Computershare Pepper Austria had sales of $1,789,390 (2009: $2,521,000) with Netpartnering Limited. Computershare Pepper Austria has a receivable of $168,966 (2009: $392,792) from Netpartnering Limited. Computershare Investor Services UK had a receivable of $nil (2009: $86,123) from Netpartnering Limited. Computershare Investor Services UK has made sales of $nil (2009: $158,346) with Netpartnering Limited. These transactions were undertaken on commercial terms and conditions.

33. SIGNIFICANT EVENTS AFTER BALANCE DATE

No matter or circumstance has arisen since the end of the fi nancial year which is not otherwise dealt with in this fi nancial report that has signifi cantly affected or may signifi cantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent fi nancial years.

34. FINANCIAL RISK MANAGEMENT

Financial risk management objectives

The Group’s activities expose it to a variety of fi nancial risks: market risk (including foreign exchange risk and interest rate risk), liquidity risk and credit risk. The Group’s overall fi nancial risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board. The Board provides written principles for overall risk management, as well as policies covering specifi c areas such as currency risk management, interest rate risk management, counterparty risk management and the use of derivative fi nancial instruments. Derivative fi nancial instruments are used to manage specifi cally identifi ed interest rate and foreign currency risks.

The Group Treasury function provides services to the business and monitors and manages the fi nancial risks relating to the operations of the Group. Group Treasury identifi es, evaluates and hedges fi nancial risks in close co-operation with the regional treasury centres and report monthly to the Board.

Capital risk management objectives

The primary objective of the Group’s capital management is to ensure that it minimises the working capital funding requirements through effective controls in order to support its businesses and maximise shareholder value.

The key fi nancial ratio for the Group is net fi nancial indebtedness to management earnings before interest, tax, depreciation and amortisation (EBITDA). Net debt is calculated as interest bearing liabilities less cash and cash equivalents.

	2010 $000	2009 $000
Interest bearing liabilities 994,028 974,332 Cash 278,651 180,422
Net debt 715,377 793,910
Management EBITDA 510,945 475,534
Net debt to Management EBITDA 1.40 1.67

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, conduct share buy-backs or issue new shares. No changes were made in the objectives or processes during the years ended 30 June 2009 and 30 June 2010.

Net fair value of fi nancial assets and liabilities

The carrying amounts of cash and cash equivalents, receivables, payables, non interest bearing liabilities, fi nance leases, loans and derivatives approximate their fair values for the Group except for the unhedged portion of USD Senior Notes of $155,500,000, where the fair value was $196,125,891 as at 30 June 2010.

PAGE 82 Computershare Annual Report 2010

Financial risk factors

The key fi nancial risk factors that arise from the Group’s activities are outlined below.

(a) Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash fl ows or the fair values of fi nancial instruments. The consolidated entity is exposed to interest rate risk through its primary fi nancial assets and liabilities and as a result of maintaining paying agent and escrow agent bank accounts on behalf of clients. Given the nature of the client balances, neither the funds nor an offsetting liability are included in the Group’s fi nancial statements. Average client balances during the year approximated $8.5 billion (2009: $6.8 billion) and in relation to these balances, the consolidated entity has in place interest rate derivatives totalling $1.0 billion notionally (2009: $1.6 billion).

The following table summarises the interest rate risk for the consolidated entity, together with effective interest rates as at the balance date.

	Floating interest rate $000	Fixed interest rate maturing in 1 year or less 1 to5 years More than 5 years $000 $000 $000	Non- interest bearing $000	Total $000	Weighted average interest rate Floating Fixed % %
AS AT30 JUNE2010 Financial assets Cash and cash equivalents 278,651 - - - Trade receivables - - - - Non trade receivables & loans - - - -			- 278,651 177,701 177,701 62,010 62,010		0.83 - - - - -
278,651 - - -			239,711 518,362
Financial liabilities Trade payables - - - - Finance lease liabilities - 4,243 32,778 - Bank loan and Other 22 - - - Revolving multi-currency facility 370,881 - - - USD Senior Notes1 50,000 - 247,500 256,000 Derivatives2 348,500 - (247,500) (101,000)			17,331 17,331 - 37,021 - 22 - 370,881 - 553,500 - -		- - - 8.05 4.80 - 2.37 - 1.19 5.40 1.43 5.40
769,403 4,243 32,778 155,000			17,331 978,755

1 USD Senior Notes at cost, excluding fair value adjustment, refer to note 18 (b). The fl oating interest rate USD Senior Note matures in 2011.

2 Notional principal amounts

AS AT30 JUNE2009
Financial assets
Cash and cash equivalents	180,422	-	-	-	-	180,422	0.80	-
Trade receivables	-	-	-	-	181,426	181,426	-	-
Non trade receivables and
loans	-	-	-	-	25,640	25,640	-	-
	180,422	-	-	-	207,066	387,488
Financial liabilities
Trade payables Finance lease liabilities Bank loan and Other Revolving multi-currency facility USD Senior Notes1 Derivatives2	- - 46 390,608 50,000 348,500 789,154	- 116 - - - - 116	- 8,437 - - 123,000 (123,000) 8,437	- - - - 380,500 (225,500) 155,000	20,275 - - - - - 20,275	20,275 8,553 46 390,608 553,500 - 972,982	- - 4.80 1.08 1.88 0.96	- 6.48 - - 5.40 5.40

1 USD Senior Notes at cost, excluding fair value adjustment, refer to note 18 (b).

2 Notional principal amounts

PAGE 83

Notes to the Consolidated Financial Statements

The sensitivity of the profi t and loss statement to interest rate movements is the effect of assumed reasonably possible changes in interest rates for one year, based on the on-balance sheet fl oating rate fi nancial assets and liabilities as at 30 June. The total sensitivity is based on the assumption that there are parallel shifts in the yield curve and do not take into account actions that Management may take to mitigate the effect of such changes.

Management judgements of reasonably possible movements in interest rates have been based on a range of 100 basis point movement as at 30 June for all regions.

The sensitivity to a reasonably possible increase in interest rates, with all other variables held constant, of the statement of comprehensive income of the consolidated entity is a decrease to profi t of $0.8 million (2009: $5.5 million). This sensitivity calculation does not include the impact of client balances or the related derivatives. In a rising (falling) interest rate environment, client balances that earn interest income will result in an increase (decrease) to profi t.

The sensitivity to a reasonably possible decrease in interest rates, with all other variables held constant, of the statement of comprehensive income of the Group is an increase to profi t of $0.5 million (2009: $0.1 million). This sensitivity calculation does not include the impact of client balances or the related derivatives. In a rising (falling) interest rate environment, client balances that earn interest income will result in an increase (decrease) to profi t.

Client balances have been excluded from the sensitivity analysis as they are not refl ected in Group’s consolidated statement of fi nancial position. Interest income is earned on these balances at various fi xed and fl oating interest rates.

The above sensitivity analysis does not refl ect the future impact on the profi t and loss statement should the reasonably possible changes in interest rates occur as the calculations are based on balances held as at 30 June 2010.

(b) Foreign exchange risk

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency.

Entities within the Group typically enter into external transactions and recognise external assets and liabilities that are denominated in their functional currency. Whilst a number of entities within the Group hold external bank account balances in a currency which is not their local functional currency these balances do not expose the Group to signifi cant foreign exchange risk.

Foreign exchange risk also arises from net investments in foreign operations held in Europe, Canada, South Africa and Asia Pacifi c. Accordingly, the Group’s fi nancial position can be affected signifi cantly by movements in the relevant currency exchange rate when translating into the consolidated entity’s presentation currency, the United States dollar. Intercompany balances denominated in a currency that is not the entity’s functional currency are designated as a hedge of the net investment in foreign operations. The consolidated entity also has debt that is designated as a hedge of the net investment in foreign operations. On consolidation, any foreign exchange gains or losses on these balances are transferred to the foreign currency translation reserve.

(c) Credit risk

Credit exposure represents the extent of credit related losses that the consolidated entity may be subject to on amounts to be received from fi nancial assets. The consolidated entity, while exposed to credit related losses in the event of non-payment by clients, does not expect any clients to fail to meet their obligations. The Group’s trading terms do not generally include the requirement for customers to provide collateral as security for fi nancial assets and accordingly, the consolidated entity does not hold any collateral as security.

The consolidated entity’s exposure to credit risk is as indicated by the carrying amounts of its fi nancial assets. Concentrations of credit risk exist when clients have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions.

The consolidated entity minimises concentrations of credit risk by undertaking transactions with a large number of clients in various countries and industries. The registry and plans sector transacts with various listed companies across a number of countries. The consolidated entity does not have a signifi cant exposure to any individual client.

Transactions involving derivative fi nancial instruments are with counterparties with whom the Group has signed International Swaps and Derivatives Association agreements as well as sound credit arrangements. To supplement the credit ratings of counterparties the company has a Board approved policy on managing client balance exposure.

PAGE 84 Computershare Annual Report 2010

(d) Liquidity Risk

Liquidity risk management implies maintaining suffi cient cash and the availability of funding. The Group has staggered its various debt maturities to reduce re-fi nancing risk. Whilst impacted by acquisitions from time to time, the Group maintains suffi cient cash balances and committed credit facilities to meet on-going commitments.

Maturity information for the Group’s debt facility is as follows:

Maturity Prof le (in the12 months ending )	Debt Facility utilised $million
June2011 50 June2012 123 June2013 265.9 June2014 105 June2015 124.5 June2016 - June2017 21 June2018 - June2019 235
Total 924.4

The Group has access to unutilised committed debt facilities of $34.1 million maturing in May 2013 and $195 million maturing in May 2014.

Maturities of fi nancial liabilities

The table below analyses the Group’s fi nancial liabilities into relevant maturity groupings.

The amounts disclosed in the table are the contractual undiscounted cash fl ows. For interest rate swaps the cash fl ows have been estimated using forward interest rates applicable at the end of the reporting period.

Contractual maturities of f nancial liabilities Group – as at30 June2010	Less than 1 year $’000	Between 1-5 years $’000	More than 5 years $’000	Total contractual cash f ows $’000
Non-derivatives Trade payables 17,331 - - 17,331 Other payables 333,855 2,331 - 336,186 Borrowings (excluding f nance leases) 50,000 618,403 256,000 924,403 Finance lease liabilities 4,243 32,778 - 37,021
Total non-derivatives 405,429 653,512 256,000 1,314,941
Derivatives Net settled (interest rate swaps and options) 37,051 26,148 3,013 66,212
Total derivatives 37,051 26,148 3,013 66,212
Group – as at30 June2009 Non-derivatives Trade payables 20,275 - - 20,275 Other payables 302,800 2,179 - 304,979 Borrowings (excluding f nance leases) - 563,654 380,500 944,154 Finance lease liabilities 116 8,437 - 8,553
Total non-derivatives 323,191 574,270 380,500 1,277,961
Derivatives Net settled (interest rate swaps and options) 39,478 39,054 904 79,436
Total derivatives 39,478 39,054 904 79,436

PAGE 85

Notes to the Consolidated Financial Statements

(e) Fair value measurements

The fair value of fi nancial liabilities must be estimated for recognition and measurement or for disclosure purposes.

As of 1 July 2009, the Group has adopted the following amendment to AASB 7 Financial Instruments: The measurement hierarchy to be used when disclosing fair value amounts is now as follows:

• (a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);

• (b) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2); or

• (c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).

The following tables present the Group’s fi nancial assets and liabilities measured and recognised at fair value at 30 June 2010. The comparative fi gures are also presented below.

The following tables present the Group’s f nancial assets and liabilities me comparative f gures are also presented below.	asured and rec	ognised at fair	value at30Ju	ne2010. The
Group – as at30 June2010	Level1 $’000	Level2 $’000	Level3 $’000	Total $’000
Assets Financial assets held for trading 1,834 - - Derivatives used for hedging - 57,553 - Available-for-sale f nancial assets - Equity securities 6,122 - - Other f nancial assets 2,618 - -				1,834 57,553 6,122 2,618
Total assets 10,574 57,553 -				68,127
Liabilities Borrowings - 381,104 - Derivatives used for hedging - 182 - Derivatives not used for hedging - 185 -				381,104 182 185
Total liabilities - 381,471 -				381,471
Group – as at30 June2009 Assets Financial assets held for trading 1,987 - - Derivatives used for hedging - 73,547 - Available-for-sale f nancial assets - equity securities 16,517 - - Other f nancial assets 5,642 - -				1,987 73,547 16,517 5,642
Total assets 24,146 73,547 -				97,693
Liabilities Borrowings - 370,125 - Derivatives used for hedging - - - Derivatives not used for hedging - 684 -				370,125 - 684
Total liabilities - 370,809 -				370,809

The fair value of fi nancial instruments traded in active markets (such as publicly traded derivatives, and trading and available-forsale securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for fi nancial assets held by the Group is the current bid price. These instruments are measured according to level 1.

The fair value of fi nancial instruments that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period. These instruments are included in level 2 and comprise derivative fi nancial instruments and the portion of borrowings included in the fair value hedge.

PAGE 86 Computershare Annual Report 2010

35. NOTES TO THE CASHFLOW STATEMENT

(a) Reconciliation of cash and cash equivalents

For the purposes of the cash fl ow statement, cash and cash equivalents includes cash on hand, deposits at call with fi nancial institutions and other highly liquid investments with short periods to maturity (three months or less) which are readily convertible to known amounts of cash on hand and are subject to an insignifi cant risk of changes in value, net of outstanding bank overdrafts. Cash and cash equivalents as at the end of the fi nancial year as shown in the cash fl ow statement is reconciled to the related items in the statement of fi nancial position as follows:

in the statement of f nancial position as follows:
	2010 $000	2009 $000
Cash at bank and on hand 278,651 180,422
Shown as cash and cash equivalents in the statement of f nancial position 278,651 180,422
(b) Reconciliation of net prof t after income tax to net cash from operating activities Net prof t after income tax 301,376 259,849 Adjustments for non cash income and expense items: Depreciation and amortisation 71,693 48,236 (Prof t)/loss on sale of non-current assets 1,286 (7,471) Share of net (prof t)/loss of associates and joint ventures accounted for using equity method (2,637) (205) Employee benef ts – share based payments 20,944 14,489 Financial instruments – fair value adjustments (1,215) 3,315 VEM write downs - 14,562 Changes in assets and liabilities (Increase)/decrease in accounts receivable (32,633) (2,547) (Increase)/decrease in net tax assets 26,881 10,020 (Increase)/decrease in inventory (1,252) 3,119 (Increase)/decrease in prepayments and other assets (4,066) (885) Increase/(decrease) in payables and provisions 34,079 (987)
Net cash and cash equivalents from operating activities 414,456 341,495

(c) Non cash transactions

The Group entered into a fi nance lease agreement for HQ property located in Melbourne during the current year. Net present value of future lease payments at inception of the lease amounted to $ 30,421,718. There were no other material non cash transactions during the year.

(d) Acquisitions and disposals of businesses

For details of business acquired or disposed of during the year and related cash fl ows please refer to note 28.

36. CONTINGENT LIABILITIES

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

(a) Guarantees and Indemnities

Guarantees and indemnities of USD 600,000,000 (2009: USD 550,000,000) 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, Computershare US and Computershare Investor Services Inc under a Multicurrency Revolving Facility Agreement dated 27 May 2010 (please refer to note 18 for further detail).

Bank guarantees of AUD 500,000 (2009: AUD 500,000) have been given in respect of facilities provided to Computershare Clearing Pty Ltd. Bank guarantees of AUD 497,713 (2009: AUD 497,713) have been given in respect of facilities provided to Computershare Ltd. A bank guarantee of AUD 500,000 (2009: AUD 500,000) has been given in respect of facilities provided to Sepon Australia Pty Ltd. Bank guarantees of AUD 218,853 (2009: AUD 215,888) have been given in respect of facilities provided to Computershare Investor Services Pty Ltd. Bank guarantees of AUD1,371,739 (2009: AUD 1,121,739) have been given in respect of facilities provided to Computershare Communication Services Pty Ltd. A bank guarantee of AUD 411,527 (2009: AUD 411,427) has been given in respect of facilities provided to Communication Services Australia Pty Ltd.

A performance guarantee of ZAR 15,000,000 (2009: ZAR 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.

PAGE 87

Notes to the Consolidated Financial Statements

A guarantee of ZAR 565,000 (2009: ZAR 565,000) has been given by Computershare South Africa (Pty) Ltd to provide for electricity services.

Guarantees of USD 1,837,009 (2009: USD 2,099,929) have been given by Computershare Investor Services LLC, Computershare Inc. and Computershare US Services Inc. as security for bonds in respect of leased premises.

Bank guarantee of HKD 867,514 (2009: HKD 977,621) has been given by Computershare Hong Kong Investor Services Limited as security for bonds on leased premises. A bank guarantee of HKD 1,500,000 has been given by Computershare Hong Kong Investor Services in respect of facilities provided to Computershare Hong Kong Trustee Limited.

A bank guarantee of ZAR 1,000,000 (2009: ZAR 850,000) has been given by Computershare South Africa (Pty) Ltd as security for bonds in respect of leased premises.

Land charges of EUR 280,000 (2009: EUR 280,000) have been surrendered by Am Schonberg GmbH (Germany) to secure liabilities of the former parent company.

Contracts of EUR 1,303,998 (2009: EUR 1,576,396) have been entered into by VEM Aktienbank AG (Germany) due to delivery liabilities from securities lending.

Guarantees and indemnities of USD 553,500,000 (2009: USD 553,500,000) have been given to US Institutional Accredited Investors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US, Computershare Investments (UK)(No. 3) Ltd and Computershare Investor Services Inc. under a Note and Guarantee Agreement dated 22 March 2005 and 29 July 2008.

(b) Legal and Regulatory Matters

Due to the nature of operations, certain commercial claims in the normal course of business have been made against the consolidated entity in various countries. An inherent diffi culty in predicting the outcome of such matters exists, but in the opinion of the Group, 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 is monitored on an ongoing basis, together with the adequacy of any provisions recorded in the Group’s Financial Statements.

(c) Other

The Group is subject to regulatory capital requirements administered by relevant regulatory bodies in countries where Computershare operates. 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 Group controlled entities have met all minimum capital requirements.

Computershare Limited (Australia) has issued a letter of warrant to Computershare Custodial Services Ltd. This obligates Computershare Limited (Australia) to maintain combined tier one capital of at least ZAR 455,000,000.

Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated controlled entities is $14,247,317 (2009: $11,573,399). 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 AUD 5,000,000 to form part of the net tangible assets of Computershare Clearing Pty Ltd so that it can meet certain fi nancial requirements under the conditions of its Australian Financial Services Licence, Computershare Limited has agreed to make, at the request of Computershare Clearing Pty Ltd, a AUD 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.

In consideration of the Australian Securities and Investments Commission agreeing to allow AUD 5,000,000 to form part of the net tangible assets of Computershare Share Plans Pty Ltd so that it can meet certain fi nancial 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 AUD 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 (Australia), as the parent entity, has undertaken to own, either directly or indirectly, all of the equity interests and guarantee performance of the obligations of Computershare Investor Services Pty Ltd, Computershare Trust Company NA, Georgeson Inc, Georgeson Securities Corporation, Computershare Trust Company of Canada and Computershare Investor Services Inc. with respect to any fi nancial accommodation related to transactional services provided by Harris Trust and Savings Bank, Chicago.

PAGE 88 Computershare Annual Report 2010

37. CAPITAL EXPENDITURE COMMITMENTS

37. CAPITAL EXPENDITURE COMMITMENTS
	2010 $000	2009 $000
Less than1 year: Fit-out of premises 977 - Purchase of equipment 457 381 Other 331 416
1,765 797

38. SEGMENT INFORMATION

The operating segments presented refl ect the manner in which the Group has been internally managed and the fi nancial information reported to the CEO in the current fi nancial year. Management has determined the operating segments based on the reports reviewed by the CEO that are used to make strategic decisions and assess performance.

The business is managed through six operating segments, fi ve of which are geographic: Australia and New Zealand, Asia, Europe & Middle East & Africa (EMEA), United States and Canada. The Asia segment comprises of operations in India, Hong Kong, China, Singapore and Japan. The EMEA segment comprises of operations in UK, Ireland, Germany, South Africa, Russia and other European countries. Additionally, a separate Technology Services segment has been identifi ed, which comprises the provision of software specialising in share registry, employee plans and fi nancial services globally. It is both a research and development function for which discrete fi nancial information is reviewed by the CEO.

In each of the fi ve geographic segments the consolidated entity offers its core products and services: Investor Services, Business Services, Plan Services, Communication Services and Stakeholder Relationship Management Services. Investor Services comprise the provision of register maintenance, company meeting logistics, payments and full contact centre and online services. Business Services comprise the provision of voucher administration, bankruptcy administration services, interactive meeting services, corporate trust services and other ancillary services. Plan Services comprise the administration and management of employee share and option plans. Communication Services comprise laser imaging, intelligent mailing, scanning and electronic communications delivery. Stakeholder Relationship Management Services comprise the provision of investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.

None of the corporate entities have been allocated to the operating segments. Corporate entities’ main purpose is to hold intercompany investments and conduct fi nancing activities.

OPERATING SEGMENTS

OPERATING SEGMENTS
	Australia & New Zealand US $000	Asia US $000	EMEA US $000	United States US $000	Canada US $000	Technology Services US $000	Total US $000
June2010 Total segment revenue 335,304 117,028 369,433 593,326 190,436 155,430 Management adjusted EBITDA 84,123 50,735 127,971 143,130 85,751 11,517							1,760,957 503,227
Total segment assets 269,608 118,282 585,071 1,046,266 194,970 50,300							2,264,497
June2009
Total segment revenue 295,520 91,255 441,470 493,312 182,052 157,819 Management adjusted EBITDA 65,071 27,544 182,847 95,977 83,113 18,704							1,661,428 473,256
Total segment assets 239,608 118,961 481,233 1,064,400 184,806 42,660							2,131,668

Segment revenue

The revenue reported to the CEO is measured in a manner consistent with that of the statement of comprehensive income. Sales between segments are included in the total segment revenue, whereas sales within a segment have been eliminated from segment revenue. Sales between segments are at normal commercial rates and are eliminated on consolidation.

The Group is domiciled in Australia. Countries with individually signifi cant amounts of revenue are Australia, the United Kingdom, the United States and Canada. Revenue numbers for the United States and Canada are included in the table above and the United Kingdom revenue amounts to $227.7 million (2009: $297.8 million). The amount of revenue from external customers in Australia is $324.5 million (2009: $285.9 million), and the total revenue from external customers in other countries is $1,436.4 million (2009: $1,375.5 million). Segment revenues are allocated based on the country in which the Group entity is located.

PAGE 89

Notes to the Consolidated Financial Statements

Segment revenue reconciles to total revenue from continuing operations as follows:

	2010 $000	2009 $000
Total operating segment revenue 1,760,957 1,661,428 Intersegment eliminations (157,853) (161,816) Other/corporate revenue 1,201 712
Total revenue from continuing operations 1,604,305 1,500,324

Management adjusted EBITDA

The CEO assesses the performance of the operating segments based on a measure of management adjusted EBITDA (Note 6). In 2009 and 2010 this measure excludes restructuring provisions, asset write-downs, redundancy costs, marked to market adjustments relating to derivatives and profi t or loss on disposal of controlled entities.

A reconciliation of management adjusted EBITDA to operating profi t before income tax is provided as follows:

	2010 $000	2009 $000
Management adjusted EBITDA - operating segments 503,227 473,256 Management adjusted EBITDA – corporate 7,718 2,278
Management adjusted EBITDA 510,945 475,534 Management adjustment items (before amortisation and income tax expense): Prof t on disposal of controlled entities and business units - 6,943 VEM asset write-down - (13,091) Restructuring provisions related to business combinations Redundancy provisions 210 (6,539) (3,514) (20,710) Acquisition related costs (711) - Marked to market adjustments – derivatives 1,322 (1,218)
Statutory EBITDA including management adjustment items 505,227 443,944 Finance cost (22,865) (35,808) Depreciation and amortisation expense (71,693) (48,236)
Prof t before income tax from continuing operations 410,669 359,900

Total assets

Assets are allocated based on the operations of the segment and the physical location of the asset and are measured in a manner consistent with that of the fi nancial statements.

Cash and cash equivalents, current and non-current investments, current and deferred tax assets and current and non-current derivative assets are not allocated to the operating segments.

Countries with individually signifi cant segment assets are Australia, the United Kingdom, the United States and Canada. Segment assets for the United States and Canada are included in the table above and the total segment assets in the United Kingdom amount to $388.6 million (2009: $275.6 million). Segment assets located in Australia amount to $264.5 million (2009: $234.8 million) and the total of these assets held in other countries amounts to $2,000.0 million (2009: $1,896.9 million). Segment assets are allocated to countries based on where the assets are located.

Reportable segments’ assets are reconciled to total assets as follows:

Reportable segments’ assets are reconciled to total assets as follows:
	2010 $000	2009 $000
Total operating segment assets 2,264,497 2,131,668 Unallocated/corporate assets: Deferred tax assets 46,821 69,010 Current tax assets 8,924 14,680 Cash and cash equivalents 278,651 180,422 Current and non-current investments 6,123 17,178 Current and non-current derivative assets Other 57,553 27,886 73,547 11,033
Total assets as per statement of f nancial position 2,690,455 2,497,538

PAGE 90 Computershare Annual Report 2010

39. ASSOCIATED ENTITIES

Details of interests in associated entities are as follows:

Name	Principal Activities	Place of Incorporation	Ownership Interest 2010 2009 % %	Balance Date	Consolidated Carrying amount 2010 2009 $000 $000
Chelmer Limited Computer Technology Services New Zealand 50 50 30June Registrar Nikoil Company JSC Investor Services Russia 40 40 31December Expandi Limited Investor Services United Kingdom 25 - 31December On Channel Limited Investor Services United Kingdom 25 - 31December Netpartnering Limited Investor Services United Kingdom 25 25 31December Asset Checker Investor Services United Kingdom 50 50 30June Milestone Group Pty Ltd Computer Technology Services Australia 20 20 30June Janosch Film and Medien AG Intellectual Property Germany 27.5 49.6 31December Fonterelli GmbH & Co. KGaA Investment Management Germany 49 49 30June Computershare Investor Services Ltd (Channel Islands)1 Investor Services United Kingdom - 50 31December Computershare Trustees Limited (Channel Islands) 1 Investor Services United Kingdom - 50 31December Computershare Nominees Limited (Channel Islands) 1 Investor Services United Kingdom - 50 31December Reach Investor Solutions Investor Services Australia 35 - 30June					- - 6,035 5,206 - - - - 2,601 2,995 3 54 7,820 4,699 - - 973 1,243 - 8 - - - - 341 -
Total investments in associated entities					17,773 14,205

1 These entities became controlled entities during the year ended 30 June 2010.

Voting power is in accordance with the ownership interest held.

	2010 $000	2009 $000
Share of associates results Prof t/(loss) before income tax 2,832 (213) Income tax expense (581) (486)
Prof t/(loss) after tax 2,251 (699)
Share of net result of associates 2,251 (699) Less dividends received (445) (1,510) Retained prof ts at the beginning of the f nancial year (5,313) (3,104)
Retained prof ts at the end of the f nancial year (3,507) (5,313)
Share of associates reserves Foreign currency translation reserve Balance at the beginning of the f nancial year 46 247 Share of translation of overseas associates (805) (201)
Balance at the end of the f nancial year (759) 46
Movements in carrying value of investments in associates Carrying amount at the beginning of the f nancial year 14,205 9,341 Investments acquired during the year 2,559 5,200 Share of net result after income tax 2,251 (699) Less dividends received (445) (1,510) Effect of controlled entities becoming associates - 2,074 Effect of associates becoming controlled entities 8 - Share of movement in reserves during the f nancial year (805) (201)
Carrying amount at the end of the f nancial year 17,773 14,205

Share of associates capital expenditure commitments

There are no material capital expenditure commitments in respect of associates at balance date.

Share of associates contingent liabilities

There are no material contingent liabilities in respect of associates at balance date.

PAGE 91

Notes to the Consolidated Financial Statements

40. JOINT VENTURES

Details of interests in joint ventures are as follows:

Name	Principal Activities	Place of Incorporation	Ownership Interest 2010 2009 % %	Ownership Interest 2010 2009 % %	Consolidated Carrying amount 2010 2009 $000 $000	Consolidated Carrying amount 2010 2009 $000 $000
Japan Shareholder Services Investor Services Japan Computershare Pan Africa Investor Services Mauritius Computershare Pan Africa Ghana Ltd Investor Services Ghana Computershare Pan Africa Nominees Ghana Ltd Investor Services Ghana			50 50 60 60 60 - 60 -		1,395 1,591 9 10 - - - -
Total investments in joint ventures					1,404 1,601
					2010 $000	2009 $000
Retained prof ts (loss) attributable to the joint venture At the beginning of the f nancial year At the end of the f nancial year Foreign currency translation reserve attributable to the joint venture At the beginning of the f nancial year At the end of the f nancial year Movement in carrying amount of investment in joint venture Carrying amount at the beginning of the f nancial year Investments acquired during the year Foreign exchange movements Share of net result of joint ventures after income tax Dividend paid					1,015 898 734 1,015 (263) 121 (179) (263) 1,601 1,737 - 10 84 (263) 386 494 (667) (377)
Carrying amount at the end of the f nancial year					1,404 1,601
Share of joint venture revenues, expenses and results Revenues Expenses					3,103 3,628 2,717 (2,655)
Prof t/(loss) before related income tax					386 973

Share of joint venture capital expenditure commitments

There are no material capital expenditure commitments in respect of joint ventures at balance date.

Share of joint venture contingent liabilities

There are no material contingent liabilities in respect of joint ventures at balance date.

41. INTERESTS IN EQUITY

41. INTERESTS IN EQUITY
	Members of the parent entity 2010 2009 $000 $000	Non-controlling interests 2010 2009 $000 $000
Interest in the equity of the consolidated entity: Contributed equity – ordinary shares 29,943 29,888 Reserves 94,808 99,793 Retained prof ts 936,592 763,879		287 301 1,123 (1,270) 10,199 8,578
Total interests in equity 1,061,343 893,560		11,609 7,609

PAGE 92 Computershare Annual Report 2010

42. PARENT ENTITY FINANCIAL INFORMATION

(a) Summary fi nancial information

The individual fi nancial statements for the parent entity show the following aggregate amounts:

The individual f nancial statements for the parent entity show the following aggregate amounts:
	2010 $000	2009 $000
Balance Sheet Current assets 64,405 65,301 Non-Current assets 983,236 936,128
Total assets 1,047,641 1,001,429
Current liabilities 53,327 25,808 Non-Current liabilities 583,361 528,934
Total Liabilities 636,688 554,742
Equity Contributed equity - ordinary shares 29,943 29,888 Reserves Capital redemption reserve 2 2 Foreign currency translation reserve 109,327 85,450 Share based payment reserve 55,308 41,991 Equity related consideration (2,327) (1,969) Available for sale asset reserve (41) (25) Retained prof ts 218,741 291,350
410,953 446,687
Prof t attributable to members of the parent entity 49,436 180,968
Total comprehensive income attributable to members of the parent entity 73,298 124,597

(b) Guarantees entered into by the parent entity

The parent entity’s fi nancial guarantees have been outlined in note 36.

(c) Contingent liabilities of the parent entity

The parent entity did not have any contingent liabilities as at 30 June 2010 or 30 June 2009. For information about guarantees given by the parent entity, please refer to note 36.

(d) Contractual commitments for the acquisition of property, plant and equipment

The parent entity did not have any commitments for the acquisition of property, plant and equipment as at 30 June 2010 and 30 June 2009.

43. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a fi nancial impact on the entity and that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by defi nition, seldom equal the related actual results. The signifi cant estimates and assumptions made in the current fi nancial year comprise assumptions made in acquisition accounting and in goodwill impairment testing. For further details on the assumptions please refer to notes 16 and 28.

PAGE 93

Directors’ Declaration

In the directors’ opinion:

• (a) the fi nancial statements and notes set out on pages 39 to 93 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 fi nancial position as at 30 June 2010 and of its performance for the fi nancial year ended on that date; and

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

• (c) at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identifi ed in note 27 will be able to meet any obligations or liabilities to which they are, or may become, subject to by virtue of the deed of cross guarantee described in note 29.

Note 1 confi rms that the fi nancial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The directors have been given the declarations by the Chief Executive Offi cer and Chief Financial Offi cer required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of the directors.

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CJ Morris Chairman

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WS Crosby Director

20 September 2010

PAGE 94 Computershare Annual Report 2010

Statement to the Board of Directors of Computershare Limited

The Chief Executive Offi cer and Chief Financial Offi cer state that:

• (a) the fi nancial records of the consolidated entity for the fi nancial year ended 30 June 2010 have been properly maintained in accordance with section 286 of the Corporations Act 2001 ; and

• (b) the fi nancial statements, and the notes to the fi nancial statements, of the consolidated entity, for the fi nancial year ended 30 June 2010:

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

• (ii) give a true and fair view of the consolidated entity’s fi nancial position as at 30 June 2010 and of their performance for the fi nancial year ended on that date.

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WS Crosby Chief Executive Offi cer

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PA Barker Chief Financial Offi cer

20 September 2010

PAGE 95

Independent auditor’s report

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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

Independent auditor’s report to the members of Computershare Limited

Report on the fi nancial report

We have audited the accompanying fi nancial report of Computershare Limited (the company), which comprises the statement of fi nancial position as at 30 June 2010, and the statement of comprehensive income, statement of changes in equity and cash fl ow statement for the year ended on that date, a summary of signifi cant accounting policies, other explanatory notes and the directors’ declaration for the Computershare Limited group (the consolidated entity). The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the fi nancial year.

Directors’ responsibility for the fi nancial report

The directors of the company are responsible for the preparation and fair presentation of the fi nancial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the fi nancial 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. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the fi nancial statements comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Auditor’s responsibility

Our responsibility is to express an opinion on the fi nancial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the fi nancial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the fi nancial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial report.

Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the fi nancial report.

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

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinions.

Independence

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

Liability limited by a scheme approved under Professional Standards Legislation

PAGE 96 Computershare Annual Report 2010

Independent auditor’s report

Auditor’s opinion

In our opinion:

• (a) the fi nancial report of Computershare Limited is in accordance with the Corporations Act 2001 , including:

• (i) giving a true and fair view of the consolidated entity’s fi nancial position as at 30 June 2010 and of its performance for the year ended on that date; and

• (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

• (b) the fi nancial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as disclosed in Note 1.

Report on the Remuneration Report

We have audited the remuneration report included in pages 28 to 36 of the directors’ report for the year ended 30 June 2010. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s opinion

In our opinion, the remuneration report of Computershare Limited for the year ended 30 June 2010 complies with section 300A of the Corporations Act 2001 .

Matters relating to the electronic presentation of the audited fi nancial report

This auditor’s report relates to the fi nancial report and remuneration report of Computershare Limited (the company) for the year ended 30 June 2010 included on the Computershare Limited web site. The company’s directors are responsible for the integrity of the Computershare Limited web site. We have not been engaged to report on the integrity of this web site. The auditor’s report refers only to the fi nancial report and remuneration report named above. It does not provide an opinion on any other information which may have been hyperlinked to/from the fi nancial report or the remuneration report. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited fi nancial report and remuneration report to confi rm the information included in the audited fi nancial report and remuneration report presented on this web site.

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PricewaterhouseCoopers

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Simon Gray Partner

Melbourne 20 September 2010

PAGE 97

Shareholder information

This section contains additional information required by the Australian Stock Exchange Limited listing rules not disclosed elsewhere in this report.

SHAREHOLDINGS

Substantial Shareholders

The following information is extracted from the Company’s Register of Substantial Shareholders.

Name	Date of notice to Company	Number of ordinary shares
Christopher John Morris 31August2010 47,297,500 Perpetual Investments 3September2010 29,729,684 Anthony Norman Wales 18August2009 28,092,384

Class of shares and voting rights

At 14 September 2010 there were 32,388 holders of ordinary shares in the Company. The voting rights attaching to the ordinary shares, set out in clause 50 of the Company’s Constitution, are:

“(a) every member may vote

• (b) on a show of hands every member has one vote, and

• (c) on a poll every member has:

• (i) for each fully paid share held by the member, one vote; and

• (ii) for each partly paid share held by the member, a fraction of a vote equivalent to the proportion

that the amount paid up bears to the total issue price of the share.”

Distribution of shareholders of shares as at 14 September 2010

Distribution of shareholders of shares as at 14 September 2010
Size of holding	Ordinary shareholders
1–1,000 12,733 1,001-5,000 14,948 5,001-10,000 2,736 10,001-100,000 1,797 100,001and over 174
Total shareholders 32,388

There were 392 shareholders holding less than a marketable parcel of 52 ordinary shares at 14 September 2010.

PAGE 98 Computershare Annual Report 2010

Twenty Largest Shareholders of ordinary shares as at 14 September 2010

	Ordinary shares Number %
HSBC Custody Nominees (Australia) Limited 77,958,583 14.03 J P Morgan Nominees Australia Limited 71,640,570 12.89 National Nominees Limited 63,017,784 11.34 C. J. Morris 47,297,500 8.51 Welas Pty Ltd 28,092,384 5.05 Citicorp Nominees Pty Limited 21,645,601 3.90 P. J. Maclagan 14,935,411 2.69 RBC Dexia Investor Services Australia Nominees Pty Limited 11,452,745 2.06 West Side Investment Management Inc 10,395,000 1.87 Cogent Nominees Pty Limited 8,981,160 1.62 Australian Foundation Investment Company Limited 8,156,355 1.47 M. J. O’Halloran 7,040,000 1.27 UBS Nominees Pty Ltd 5,290,745 0.95 Computershare Clearing Pty Ltd 4,870,526 0.88 CPU Share Plans Pty Limited 4,521,284 0.81 ARGO Investments Limited 4,451,166 0.80 ANZ Nominees Limited 3,795,933 0.68 JP Morgan Nominees Australia Limited 3,276,113 0.59 HSBC Custody Nominees (Australia) Limited (Gsco Esca) 3,071,669 0.55 AMP Life Limited 2,835,738 0.51
Total 402,726,267 72.47

PAGE 99

Offi ce Locations

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Boston
Halifax
Montreal
New York
Toronto Jacksonville
Shelton
Chicago
Cleveland
Minneapolis
Memphis Dallas
Denver
Calgary
Vancouver San Francisco
Los Angeles
Auckland
Brisbane
Sydney
Melbourne
Tokyo
Hong Kong
Beijing Adelaide
Irkutsk
Norilsk
Kolkata Perth
Chennai
Singapore
Samara Delhi Hyderabad Bangalore
Mumbai
Moscow
Frankfurt
St Petersburg Dubai Johannesburg
Munich
London Vienna
Rome
Milan
Paris
Stockholm Copenhagen Jersey
Edinburgh Dublin Bristol Brussels Madrid
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PAGE 100 Computershare Annual Report 2010

Corporate Directory

DiRECTORS

Christopher John Morris (Chairman) William Stuart Crosby (Chief Executive Officer) Simon David Jones Penelope Jane Maclagan Anthony Norman Wales Arthur Leslie Owen Nerolie Phyllis Withnall Gerald Lieberman

COMPANy SECRETARy Dominic Matthew Horsley

REgiSTERED OffiCE

Yarra Falls 452 Johnston Street Abbotsford VIC 3067

Telephone +61 3 9415 5000 Facsimile +61 3 9473 2500

SHARE REgiSTRy

Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford VIC 3067

PO Box 103 Abbotsford VIC 3067

Telephone 1300 307 613 (within Australia) +61 3 9415 4222 Facsimile +61 3 9473 2500

iNvESTOR RELATiONS

Yarra Falls 452 Johnston Street Abbotsford VIC 3067

Telephone + 61 3 9415 5000 Facsimile + 61 3 9473 2434 Email investor.relations@computershare.com.au Website www.computershare.com

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To view the Shareholder Review, visit our website:

www.computershare.com

STOCk ExCHANgE LiSTiNg

Australian Securities Exchange

SOLiCiTORS

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

AUDiTORS

PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard Southbank VIC 3006

DESigNED AND PROCURED by

Computershare Communication Services Limited 21 Wirraway Drive Port Melbourne VIC 3207 Telephone +61 3 9415 5000

CONSUMER Envi Carbon Neutral Paper is an Australian Government certifiedGreenhouse Friendly[TM] Product.

Computershare uses Greenhouse Friendly[TM] ENVI Carbon Neutral Paper

PAGE 101

HEAD Office

Computershare Limited ABN 71 005 485 825 Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067 Australia Telephone: +61 3 9415 5000 Facsimile: +61 3 9473 2500

The Annual Report and Shareholder Review are available online: www.computershare.com

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