COMPUTERSHARE LIMITED. — Regulatory Filings 2011

Sep 22, 2011

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A message from the Chairman and CEO

Computershare’s 2011 annual report highlights another creditable performance in a diffi cult environment. Management earnings per share fell 3.7% from our record result in FY2010. Computershare’s recurring revenue lines held up whilst transactional revenue lines were more challenged due to subdued activity levels. Strong cost management played a vital role in protecting our margins and therefore profi tability. In light of the current market volatility, Computershare has not been in a position to provide an earnings outlook for FY2012 but we expect to update investors at the upcoming Annual General Meeting.

OUR PERFORMANCE

Year on year, Computershare experienced a fall in management earnings per share, which decreased 3.7% to 55.67 cents. This represents a management adjusted net profi t after Non-controlling interests (NCI) of $309.3 million. Our total revenues fell 0.1% to $1,618.6 million, while operating cash fl ows dropped 22.9% to $319.6 million.

CAPITAL MANAGEMENT

Computershare’s total assets grew $182.7 million to $2,873.2 million in FY2011. Shareholders’ equity increased $172.5 million to $1,245.5 million over the same period. The company’s issued capital remained unchanged during the year. There were 555,664,059 issued ordinary shares outstanding at 30 June 2011.

OUTLOOK

Computershare will continue to focus on:

• › Driving operational quality and effi ciency through improved measurement, benchmarking and technology

• › Improving front offi ce skills to protect and drive revenue

• › Seeking acquisition and other growth opportunities where they can add value and enhance returns for Computershare shareholders.

• In addition, Computershare continues to commit priority resources in two areas:

• › Continuing to lift our market position

• › 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 of communications between issuers and investors.

Computershare has a strong operational and fi nancial platform to execute these strategies.

CONCLUSION

We would again like to recognise the wonderful contribution of Computershare’s staff around the world. We also extend our thanks to our fellow Directors who continue to provide tremendous guidance and advice. In closing, we also thank Computershare’s shareholders and clients for their ongoing support. We look forward to another exciting and challenging year ahead.

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Chris Morris Stuart Crosby Chairman Chief Executive Offi cer

Regional Overview

Australia and New Zealand

Year on year, revenue in the region increased 6.6% to $357.4 million, while management EBITDA improved 3.9% to $87.4 million. Australia and New Zealand regional highlights included:

• › Managing the IPO of QR National, the second largest IPO in Australian history

• › The Australian operations team achieving a Gold Award at the 2010 Australian Business Excellence Awards

Continental Europe

Full year results are reported for Continental Europe, as with UCIA, as a standalone segment for the fi rst time. Revenues increased 26.9% on the restated FY2010 fi gure to $95.1 million and management EBITDA grew 12.0% to $13.9 million. Continental Europe regional highlights included:

• › Russian registrar and meeting services won over 400 new clients, doubling the total number of shareholder accounts

• › Growth in Southern Europe as a result of the acquisition of Servizio Titoli

Asia

Overall revenue increased 6.8% to $124.9 million in the region, whilst management EBITDA fell 4.7% to $48.3 million. Asia regional highlights included:

• › Launched the Hong Kong Depositary Receipt listings for Vale and SBI International

• › Managed 95% of capital raised and serviced 67 IPOs for a number of major companies

USA

Revenues for the region fell 14.0% to $510.4 million and management EBITDA decreased 12.8% to $124.8 million. USA regional highlights included:

• › Signed a defi nitive agreement to acquire the shareowner services business of The Bank of New York Mellon Corporation

• › Won the transfer agency business of BB&T, formerly one of the largest in-house transfer agents

United Kingdom, Channel Islands, Ireland and Africa (UCIA)

New segment reporting separated the UCIA region from the Continental Europe region in FY2011. UCIA revenues grew 7.8% to $289.9 million and management EBITDA increased 2.2% to $116.3 million. UCIA regional highlights included:

• › Integration of HBOS EES is on target and delivering to expectations

• › Investor Services was appointed to administer 46% of all IPO’s in FY2011 – 73% by market capitalisation – including the largest IPO on the London stock market to date, Glencore International

Canada

The Canada region contributed revenues of $204.7 million, 7.5% higher than FY2010 and management EBITDA grew 9.5% to $93.9 million. Canada regional highlights included:

• › Participated in the fi rst Commercial Mortgage Backed Securities (CMBS) issuance since 2007

• › Acted as Bond Trustee for National Bank of Canada’s USD$5 billion Global Public Sector Covered Bond Programme

Computershare Shareholder Review 2011

PAGE 1

Corporate Responsibility

Computershare is committed to conducting business in ways that produce social, environmental and economic benefi ts for communities around the world.

OUR APPROACH

Computershare understands the importance of responsible citizenship, governance and transparency. It 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.

Sustainability is a core challenge across Computershare and we work actively towards managing and reducing our long-term impact on the environment. In addition, Computershare continues to develop a range of services that assist clients to achieve their own sustainability objectives. In this way, we not only make a direct sustainability contribution ourselves, we help other organisations to do so as well.

ACHIEVEMENTS

Computershare continues to be 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. For more information please visit the FTSE4Good Index Series website.

In support of Computershare’s ongoing commitment to transparency and disclosure of our environmental footprint, we have once again responded to the annual Carbon Disclosure Project request for information. This information is available on the Carbon Disclosure Project website.

During the last 12 months, we have made signifi cant progress on sustainability matters in a range of areas, including but not limited to:

Environmental Management System (EMS) and Environmental footprint

We are in the fi nal stages of testing an Environmental Management System (EMS) that we have developed, with a company-wide launch expected during FY2012. Although our business has a relatively small environmental footprint, we continue to review our operations so we can measure our impact on the environment and constantly improve. Our EMS will streamline our capturing and monitoring of sustainability data across more than 40 Computershare sites globally, covering electricity, gas, waste and water, enabling us to better manage and reduce our greenhouse gas emissions. Our building management teams globally 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.

Green IT

Globally, Computershare is undertaking initiatives to ensure the environmentally responsible use of technology and related resources. These include projects to reduce energy consumption and the implementation of energy-effi cient desktops, servers and peripherals as well as the proper disposal of electronic waste (e-waste).

A reduction in energy consumption across our global data centres is being driven by a host of initiatives such as the installation of cold aisle containment, raising set room temperatures and server virtualisation and consolidation.

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. Computershare extends its support for the Change a Life initiative by matching all employee payroll contributions globally and has invited its securityholders to donate their dividends to the cause. To date, the foundation has raised more than AU$3.5 million.

Change a Life currently supports the Sunrise Children’s Village orphanage project in Cambodia and three World Vision community learning centres in Kenya. Construction of Computershare’s Sunrise 3 Village located near Sihanoukville on the coast of Cambodia is scheduled to be completed by June 2012. Once built, the facility will house up to 150 HIV/AIDS infected children.

Following the successful cycling event in Laos during 2007, 30 Computershare employees will embark on an eight-day, 450km bike ride across Cambodia in November 2011. Proceeds from the Computershare Ride Cambodia 2011 will fund the specialist medical clinic that will serve children living in Sunrise 3 with a full range of medical and dental care.

To fi nd out more about Change a Life, visit www.changealife.com.au

eTree®

Our eTree® initiative continues to actively drive electronic communications uptake 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. Computershare’s eTree® program reached a signifi cant milestone in FY2011, with donations surpassing AU$2 million. For more information please visit the eTree® website.

Staff Engagement

We continue to promote staff engagement and environmental awareness with our staff through two successful programmes – Green Days and Green Offi ce Challenges.

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Computershare Shareholder Review 2011

PAGE 3

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Regional Results
Australia & Continental
New Zealand + % + % Europe + % + %
7 4 27 12
Revenue EBITDA Revenue EBITDA
07 08 09 10 11 07 08 09 10 11 07 08 09 10 11 07 08 09 10 11
Financial Year Financial Year Financial Year Financial Year
Asia USA
+7% -5% -14% -13%
Revenue EBITDA Revenue EBITDA
07 08 09 10 11 07 08 09 10 11 07 08 09 10 11 07 08 09 10 11
Financial Year Financial Year Financial Year Financial Year
UCIA Canada
+8% +2% +8% +10%
Revenue EBITDA Revenue EBITDA
07 08 09 10 11 07 08 09 10 11 07 08 09 10 11 07 08 09 10 11
Financial Year Financial Year Financial Year Financial Year
Performance Indicators
Management adjusted basis
Total - % - % Earnings
Revenue Canada13% NZ 23%AU and 3 EBITDA [] 4 Per Share []
Asia
USA
8%
32%
UCIA
19%
Continental 07 08 09 10 11 07 08 09 10 11
Europe 6% Financial Year Financial Year
- % Operating %
EBITDA AU and 23 Cash Flow 0 Sales Revenue
Canada
NZ 15%
20%
Asia
10%
USA
27%
UCIA
24%
Continental 07 08 09 10 11 07 08 09 10 11
Europe 3% Financial Year Financial Year
1. 5. 3335. 357.4 0. 1. 841. 87.4 100.7 83.2 95.1
296 295
2194. ($ Million) 551. 68 65 ($ Million) 76.0 75.0 ($ Million) 18.1 27.3 15.2 12.4 13.9 ($ Million)
2. 3 134. 3 91. 0 117. 124.9 4. 485. 275. 507. 48.3 5877. 5295. 3493. 3593. 510.4 1354. 1184. 0. 1431. 124.8
87 23 96
($ Million) ($ Million) ($ Million) ($ Million)
3. 9.
330.9 269.0 289.9 161.4 113.8 116.3 6. 224 1. 4. 204.7 100 1. 8. 93.9
262.0 80.8 193 182 190 9. 83 85
231.4 57.3 74
($ Million) ($ Million) ($ Million) ($ Million)
2. 5. 9. 80.
479 475 510 493.6 61. 11. 57 55.67
51 52
68.
370.5
36
($ Million) PER SHARE (US cents)
0321. 3347. 3415. 5414. 24041,. 05641,. 84951,. 65991,. 1,598.9
319.6
($ Million) ($ Million)
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Computershare Shareholder Review 2011

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Global Perspective

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Bahrain
Computershare is represented in all major fi nancial markets and has over 10,000 employees worldwide.
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Investment Analysis

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Technology costs Technology costs as a % of
sales revenue
07 08 09 10 11 07 08 09 10 11
Financial Year Financial Year
2. 9. 7. % % 1. % 3. % 1. %
0132. 157 153 161 160.0 94. 10 10 10 9.9
($ Million) %
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CAPITAL EXPENDITURE

Capital expenditure for FY2011 was down 66% on FY2010 to $32.2 million, noting that the prior year was abnormally high due to the UK property acquisition and conversion of the Abbotsford property to a fi nance lease.

Acquisitions

Computershare continued its strategy of consolidating businesses around the world and pursuing diversifi ed revenue sources. Acquisitions included: › 26 July 2010 – Computershare acquired the remaining 60% of registrar Nikoil Company JSC, a registry services business located in Russia.

• › 28 April 2011 – Computershare signed a defi nitive agreement to acquire The Bank of New York Mellon Corporation’s Shareowner Services Business. The proposed acquisition is subject to a number of regulatory approvals and other conditions typical of a transaction of this type, including clearance on terms satisfactory to Computershare by the US Department of Justice for the purposes of the Hart-Scott-Rodino Antitrust Improvements Act (HSR). The process to seek these approvals is underway.

On 23 August 2011 Computershare announced its intention to acquire Specialized Loan Servicing, LLC in the United States for an initial consideration of $113.6 million. Additional consideration may be paid depending on earnings generated over the next 3 years. On 1 September 2011 Computershare acquired the Serviceworks Group in Australia for an initial consideration of AU$54.3 million. Additional consideration may be paid depending on earnings generated over the next 3 years.

TECHNOLOGY PRIORITIES

Computershare’s total technology spend fell 1.1% to $160.0 million, while the ratio of technology expenditure to sales revenue dropped slightly to 9.9%. The total technology spend included an expensed amount of $55.4 million (FY2010: $65.9 million) in R&D expenditure. A number of major IT projects commenced and were completed during the year. The highlights included the implementation of systems to support cost basis reporting to US shareholders (required by regulatory change), completion of Phase 1 of the HBOS Employee Equity Solutions (HBOS EES) acquisition integration and the release of a dedicated mobile platform for online voting in Australia. A number of Green IT initiatives were also undertaken in our global data centres. One major initiative was the reduction of power consumption by improving the extraction of warm air and ensuring cooling is more effective.

“Computershare continued to invest in new and enhanced operational platforms, helping to reduce costs and increase the effi ciency of our workforce.” Chris Morris - Chairman

• › 10 May 2011 – Computershare acquired Servizio Titoli SpA, Italy’s leading provider of issuer services.

Post Balance Date

On 21 July 2011 the Company executed a “Bank of New York Mellon proposed acquisition bridge facility” totalling $550 million that will mature in July 2012. This facility is in place to support the proposed purchase of Bank of New York Mellon’s Shareowner Services business as announced on 28 April 2011. This facility will not be drawn unless and until the proposed acquisition occurs.

Computershare Shareholder Review 2011

PAGE 5

“General economic conditions remain subdued and, while strong levels of recurring income protect us signifi cantly, activity levels in the areas that drive our transactional revenues refl ect the diffi cult environment. Despite these headwinds the Company still managed a satisfactory result, just shy of the record earnings delivered last year.” Stuart Crosby - President and CEO

The fi nancial results refl ected in this Shareholder Review cover the consolidated entity consisting of Computershare Limited and its subsidiaries, and are presented in United States (US) dollars unless otherwise noted. A separate notice of meeting, including a proxy form, is enclosed with this Shareholder Review.

Global Services Overview

Financial Highlights

GLOBAL CAPITAL MARKETS GROUP

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.

IML

The IML business continued to grow its core full service rental business, while also introducing the new IML Connector product. Although the product had an immaterial impact on the year’s revenue, it has been very well received by the market and is expected to have a positive impact in FY2012.

During the year, IML also introduced an introductory product for purchase, the IML Click handset, which works in conjunction with the free-todownload software IML Viewpoint Express.

GOVERNANCE SERVICES

Corporate Governance Services (CGS) delivered a mixed result as strong growth in North America was offset by slower growth in Continental Europe and more specifi cally the German market. The Australian market picked up pace and new entries were made in the Middle East.

Continued investments in technology throughout FY2010 and FY2011 further expanded the CGS product set and industry-leading position around global entity management.

New clients were added across all regions including A.P. Moller – Maersk A/S, Sabic, Continental AG, Thermo, Universal Music Group, McCormick, Cardinal Health, Dunn & Bradstreet, KKR, Playa Hotels, Goldcorp and BBK.

The BoardWorks application for board portal services attracted continued interest. The global demand for these types of applications continues to prosper and is encouraging for the coming year.

	JUNE 2011	JUNE 2010 % CHANGE	JUNE 2010 % CHANGE
PROFIT ($ Million)
Sales Revenue	1,598.9	1,599.6	0%
Earnings before interest, tax,	493.6	510.9	-3%
depreciation and amortisation*
Net prof t after NCI*	309.3	321.2	-4%
BALANCE SHEET ($ Million)
Total assets Total shareholders’ equity	2,873.2 1,245.5	2,690.5 1,073.0	7% 16%
PERFORMANCE INDICATORS Basic earnings per share	47.53 cents	53.05 cents	-10%
Management earnings per share*	55.67 cents	57.80 cents	-4%
Free cash f ow	$296.2 million	$357.4million	-17%
Net debt to EBITDA*	1.35 times	1.40 times
Return on equity	26.9%	31.4%
Staff numbers	11,491	11,422

• 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

2011

22 August

Books closed for fi nal dividend

13 September

Final dividend paid

9 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

2012

8 February Announcement of the fi nancial results for the half year ending 31 December 2011

Computershare Shareholder Review 2011

PAGE 6

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CONSUMER
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Computershare uses Greenhouse Friendly[TM] ENVI Carbon Neutral Paper Envi Carbon Neutral Paper is an Australian Government certified Greenhouse Friendly[TM] Product.