COMPUTERSHARE LIMITED. — Share Issue/Capital Change 2006

Dec 19, 2006

Computershare

Corporate

Computershare Limited ABN 71 005 485 825 Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067 Australia PO Box 103 Abbotsford Victoria 3067 Australia Telephone 61 3 9415 5000 Australia Facsimile 61 3 9473 2500 Canada www.computershare.com Channel Islands

Germany Hong Kong India Ireland New Zealand Philippines Russia Singapore South Africa United Kingdom USA

20 December 2006

Company Announcements Office Australian Stock Exchange 20 Bridge Street Sydney NSW 2000

Dear Sir / Madam

Appendix 3B - Issue of shares subject to voluntary escrow

We enclose an Appendix 3B in respect of an issue of 1,037,500 ordinary shares by Computershare Limited.

Of the shares issued, 990,000 shares are subject to a voluntary escrow agreement under which the owner of the shares is restricted from selling the shares until 18 December 2007.

Yours sincerely

Dominic Horsley Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Computershare Limited

ABN

71 005 485 825

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary shares

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities 3 (eg, if options, exercise price and date; if partly paid expiry *securities, the amount outstanding and due dates for payment; if securities, +convertible the conversion price and dates for conversion)

1,037,500 fully paid ordinary shares

Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities?	Yes
	If the additional securities do not rank equally, please state: the date from which they do extent to which they the participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5.	Issue price or consideration	47,500 shares issued at \$2.77 990,000 shares issued at \$6.15
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	47,500 shares were issued pursuant to the exercise of options under the terms and conditions of the Company's employee option plan. 990,000 shares were issued on exercise of options which were issued as part consideration for the acquisition of FinancialBPO Pty Ltd from Powerlan Limited
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	$12,500$ shares issued on $13/12/06$ 25,000 shares issued on 14/12/06 1,000,000 shares issued on 19/12/06

		Number	+ Class
8	and *class Number of all	598,929,559	Ordinary shares
	*securities quoted on ASX.	1,037,500
	(including the securities in clause 2 if applicable)	599,967,059

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	all Number and + class - of *securities not quoted on ASX (including the securities in clause	47,000	Unquoted employee options
	2 if applicable)	10,000	Other unquoted options
		3,600,000	Unquoted performance rights

$10¹⁰$ Dividend policy (in the case of trust, distribution policy) on the increased capital (interests)

a	N/A
ıė

Part 2 - Bonus issue or pro rata issue

11	holder approval security Is required?	N/A
12	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the "securities will be offered	N/A
14	Class of securities to which the offer relates	N/A
15	*Record determine date to. entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has *security holders who will not be – sent new issue documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19.	Closing date for оf receipt acceptances or renunciations	N/A

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	any handling fee Amount of payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25.	If the issue is contingent - on "security holders" approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29.	Date rights trading will end (if N/A applicable)
30	How do *security holders sell their entitlements in full through a broker?	N/A
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	N/A

⁺ See chapter 19 for defined terms.

How do *security holders dispose $N/A$ 32 of their entitlements (except by sale through a broker)?

33 ⁺Despatch date

$\binom{N}{k}$

$N/A$

Part 3 - Ouotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$
• All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

$(b)$

If the *securities are *equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders

• If the *securities are *equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ $5,001 - 10,000$ $10.001 - 100.000$ 100,001 and over
• 37

A copy of any trust deed for the additional *securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which *quotation is sought
• 39 Class of *securities for which quotation is sought
• Do the *securities rank equally in all 40 respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

• $\bullet$ the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and ⁺class of all ⁺securities 42 quoted on ASX (including the securities in clause 38)

+Class

$+$ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any "securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

مسومين

Dominic Horsley

Sign here:

...................................... (Director/Company secretary)

Print name:

__ __ __ __ __

⁺ See chapter 19 for defined terms.