Perpetual Limited — AGM Information 2004

Sep 12, 2004

PerpetualP

NOTICE OF ANNUAL GENERAL MEETING

The 41st annual general meeting of Perpetual Trustees Australia Limited ABN 86 000 431 827 ('the Company') will be held in the James Cook Ballroom, InterContinental Hotel, 117 Macquarie Street, Sydney, NSW on Tuesday 19 October 2004 commencing at 11:00am. Registration will open at 10:00am.

Notice of Meeting

Ordinary business

Statutory accounts

To receive and consider the financial report of the Company for the year ended 30 June 2004 and the reports of the directors and auditors.

Re-election of non-executive directors

To elect directors by ordinary resolution:

• 1. Ms Sandra McPhee retires in accordance with article 15.3 (a) of the Company's constitution and being eligible, offers herself for election.
• 1. Mr Paul McClintock retires in accordance with article 15.3 (a) of the Company's constitution and being eligible, offers himself for election.
• 1. Ms Linda Nicholls retires in accordance with article 15.3 (b) of the Company's constitution and being eligible, offers herself for re-election.
• 1. Mr Robert Savage retires in accordance with article 15.3 (b) of the Company's constitution and being eligible, offers himself for re-election.
• 1. Mr Warwick Kent AO retires in accordance with article 15.3 (c) of the Company's constitution and being eligible, offers himself for re-election.

Information about the candidates for re-election appears in the explanatory memorandum accompanying this Notice of Meeting.

Special business

Increase of fees payable to non-executive directors

1. To consider, and if thought fit, pass the following resolution as an ordinary resolution:

'For the purpose of Australian Stock Exchange Limited Listing Rule 10.17 and article 16.1(a) of the constitution of the Company, that the fees of the non-executive directors be increased to a maximum aggregate of $1.75 million.'

Approval of grant of shares and options to managing director under employee incentive plans

1. To consider, and if thought fit, pass the following resolution as an ordinary resolution:

'For the purpose of Australian Stock Exchange Limited Listing Rule 10.14, that approval be given for the issue of ordinary shares in the Company and options to subscribe for ordinary shares in the Company up to three years after the date of this meeting to, or on behalf of, Mr David Deverall, the Company's managing director, in accordance with the provisions of the Company's Executive Share Plan and Executive Option Plan as summarised in the explanatory memorandum accompanying the notice convening this meeting.

Adoption of new constitution

1. To consider, and if thought fit, pass the following resolution as a special resolution:

That the constitution of the Company be replaced in its entirety with the constitution tabled at the meeting, and for the purposes of identification signed by the Chairman of the meeting.'

Directors' recommendations

Each of the directors of the Company recommends to shareholders that each of the resolutions contained in this Notice of Meeting be approved.

Voting exclusions

Except as set out below, the Company must disregard any votes cast on resolutions 6 and 7 by any director of the Company and any associates of a director. The Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Proxies

A member entitled to attend and vote is entitled to appoint not more than two proxies. Where a member appoints more than one proxy, each proxy may be appointed to represent a specified proportion of the member's voting rights. Where a member appoints two proxies but does not specify the proportion of votes the two proxies are to exercise, each proxy may exercise half the votes of the member. A proxy may be a person or body corporate and is not required to be a member of the Company. Proxy voting instructions are provided on the proxy form which is enclosed with this notice.

If a member appoints the Chairman of the meeting as proxy and does not direct the Chairman how to vote on an item of business. then when the Chairman votes as proxy for that member on a poll, he will vote in favour of each of the proposed resolutions.

Proxies must be returned no later than 48 hours before the meeting to either the Company's share registry:

ASX Perpetual Registrars Limited Level 8, 580 George Street Sydney NSW 2000 Facsimile number: (02) 9287 0309

or to the Company's registered office: Level 7, 39 Hunter Street Sydney NSW 2000

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001, the shareholding of each shareholder for the purposes of ascertaining voting entitlements at the annual general meeting will be the registered holders of the Company's shares at 11:00am on 17 October 2004.

Explanatory Memorandum

Please refer to the explanatory memorandum attached to this Notice of Meeting in relation to agenda items 1 to 8.

By order of the board.

Matterson

Joanne Hawkins Company Secretary 13 September 2004

Explanatory Memorandum

Statutory accounts

As required by section 317 of the Corporations Act 2001, the financial report and the reports of the directors and auditors for the most recent financial year will be laid before the meeting.

Resolution 1: Election of Ms Sandra McPhee, Dip Ed, FAICD

Ms McPhee was appointed as a director in April 2004. She has held senior executive positions with Qantas for the past 10 years and was most recently Group General Manager Alliances, with responsibility for the strategic direction of the alliances of the airline

She is currently a director of Coles Myer, Australia Post, Primelife Corporation, St Vincent's and Mater Health and the Art Gallery of NSW.

Ms McPhee brings to the board her extensive experience in business including 20 years in the management of consumer facing organisations at a senior level. She is a member of Perpetual's Audit Risk and Compliance Committee and Human Resources and Remuneration Committee.

Ms McPhee is a Fellow of the Australian Institute of Company Directors and a Council Member of Chief Executive Women.

Ms McPhee resides in Sydney.

Resolution 2: Election of Mr Paul McClintock, BA, LLB

Mr McClintock was appointed as a director in April 2004. He is a director of investment banking firm McClintock Associates, a role he has held since 1985, apart from the period between July 2000 and March 2003, when he was Secretary to the Cabinet and Head of the Cabinet Policy Unit in the Australian Government. As Head of the Cabinet Policy Unit, he was the Prime Minister's senior personal adviser on strategic directions in policy formulation.

Mr McClintock is chairman of Affinity Health Limited and ADI Limited, a director of Macquarie Infrastructure Investment Management Limited and a Commissioner of the Health Insurance Commission. He is also a director of the ANZAC Health and Medical Research Foundation and an Advisory Councillor of the Graduate School of Government at the University of Sydney.

Mr McClintock brings to the board 30 years' experience as a legal adviser, investment banker and senior policy adviser to Government and corporations. He is a member of Perpetual's Audit Risk and Compliance Committee and Investment Committee.

Mr McClintock resides in Sydney.

Resolution 3:

Re-election of Ms Linda Nicholls, BA (Econ), MBA (Harv.). FAICD

Ms Nicholls was appointed as a director in March 1996. She is chairman of Australia Post, deputy chairman of Healthscope and a director of Sigma Pharmaceutical Group and St George Bank Limited, She is chairman of Perpetual's Audit Risk and Compliance Committee. Currently Ms Nicholls is a member of Council of the Walter and Eliza Hall Institute and a Governor of the Smith Family.

Ms Nicholls brings to the Perpetual board her 20 years of experience, both local and international, in financial services and investment management, together with considerable experience in relation to the audit and risk management issues faced by public companies.

Ms Nicholls resides in Melbourne.

Resolution 4: Re-election of Mr Robert Savage, FASCPAS, MAICD

Mr Savage was appointed as a director in August 2001. He was formerly chairman and managing director of IBM Australia and New Zealand. He is chairman of David Iones Limited and Mincom Limited, and a director of Smorgon Steel Group

Limited. He is a member of Perpetual's Audit Risk and Compliance Committee, Human Resources and Remuneration Committee and Nominations Committee.

In addition to his particular expertise in the management of information technology and systems, Mr Savage brings to the Perpetual board his experience as a senior executive in Australia and the Asian region, including experience in people management and organisation effectiveness issues.

Previously he has been a director of the Business Council of Australia, director and vice chairman of the Hong Kong General Chamber of Commerce, vice president of the American Chamber in Hong Kong and chairman of the National Innovation Summit Working Group.

Mr Savage resides in Sydney.

Resolution 5:

Re-election of Mr Warwick Kent AO, CIT.WA, BEc, FCPA, FAICD

Mr Kent was appointed as a director in May 1998. He is a former managing director and deputy chairman of Bank of Western Australia Limited, He is chairman of Coventry Group Limited and WA Newspapers Holdings Limited, and a director of Commonwealth Bank of Australia. He is a member of Perpetual's Audit Risk and Compliance Committee, Investment Committee and Nominations Committee.

As an experienced banking executive, Mr Kent brings to the Perpetual board his background in the management of operations, finance and risk management in the financial services industry together with his experience as a non-executive chairman and director.

He has been an active member of the Australian Institute of Company Directors and was president of the WA Division and a member of National Council from 1995-1997, and was awarded the gold medal of the Division in 1998.

Mr Kent resides in Perth.

Resolution 6: Increase of fees payable to non-executive directors

Following a recent independent review of the remuneration of the Company's non-executive directors, it is proposed to increase the maximum aggregate remuneration of the non-executive directors from $1.2 million per annum to $1.75 million per annum. The proposed increase makes allowance for growth in board remuneration to reflect market rates and anticipates the need over the next two years to pay increased base fees to new non-executive directors who will not receive retirement henefits

Mr David Deverall, managing director and Ms Jane Couchman, the Company's general counsel who is an alternate director for Mr Deverall, do not receive directors' fees. Shareholder approval is sought under article 16.1(a) of the constitution of the Company and under Australian Stock Exchange Limited ('ASX') Listing Rule 10.17.

The maximum aggregate remuneration of the non-executive directors was last increased in 2000 to $1.2 million per annum. Since that time the Company has grown significantly:

• operating profit after tax (excluding gains on investment sales) from $30.7 million to $88.2 million
• basic earnings per share from 110.1 cents to 237.8 cents
• funds under management from $11.6 billion to $21.7 billion
• total assets from $354 million to $455 million

Additionally since 2000, demands on directors of listed companies have increased through legislation and community expectations. In order to meet these demands and the Company's own commitment to good governance, the responsibilities of the Company's non-executive directors have expanded. The proposed limit has regard to the increased responsibilities of the board

and will enable the Company to continue to attract candidates of the highest quality for board positions.

It is the board's policy that the remuneration of non-executive directors should accord with market rates and the level of responsibilities involved in each board position. The board has obtained independent advice on non-executive remuneration from Egan Associates, which included an assessment of the level of non-executive director remuneration in companies of comparable size. In accordance with that advice the proposed fees for non-executive directors for the 2005 financial year are set out in Figure 1 below.

Pigure 1

	Proposed
X.	ß.
	270 0GB
	157.500
85.000	95.000
115,000	128.000
	30 GCG
	15.000
	-25 GCG
	12,500
20.000	25 GCG
10.000	12,500
	10.000
	220 0GD -135.000 -20.000 -10.000 -20 0AN - L10.000 -

The board's approach to the remuneration of nonexecutive directors is set out in detail in Note 34 to the Company's financial statements for the year ended 30 June 2004. The main elements of nonexecutive director remuneration are also summarised below.

Directors' fees

Non-executive directors receive board fees and additional fees for their work on board

committees. The chairman and deputy chairman receive board fees but do not receive additional fees for their work on board committees.

Retirement henefits

Non-executive directors appointed prior to 1 July 2003 are entitled to retirement benefits under a scheme approved by shareholders in 1990, and revised and approved at the 2001 Annual General Meeting. The board discontinued this retirement scheme for new non-executive directors appointed on or after 1 July 2003. Non-executive directors appointed after this date receive increased board fees as well as having superannuation guarantee contributions made on their behalf but do not receive the retirement allowance.

Non-executive Directors' Share Purchase Plan

Non-executive directors may sacrifice up to 50 percent of their directors' fees to acquire shares in the Company under a share purchase plan for nonexecutive directors approved by shareholders at the 1998 Annual General Meeting. Shares are purchased by the trustee on a quarterly basis and disposal is restricted for 10 years or until the director retires. Non-executive directors do not receive share options.

Resolution 7:

Approval of grant of shares and options to managing director under employee incentive plans

ASX Listing Rule 10.14 permits a director of the Company to acquire securities under an employee incentive scheme only if that director's participation has been approved by shareholders. At the 2003 Annual General Meeting, shareholders approved the payment of long term incentives and short term incentives to the managing director of the Company, Mr David Deverall under the executive service agreement between the Company and Mr Deverall ('Service Agreement'). Those arrangements, which were entered into when Mr Deverall joined the Company. anticipated change to the Company's remuneration policy with a lower base salary and a greater at risk component. In consequence of the implementation of the new remuneration system and market review of Mr Deverall's salary, the board has renegotiated Mr Deverall's long term incentive and short term incentive payments as follows:

1. Long term incentive ('LTI')

Mr Deverall will be eligible to receive a long term incentive payment equivalent to $800,000 per annum (or such greater amount as may be determined by the board from year to year) over the term of his Service Agreement with the Company consisting of shares to be issued under the Executive Share Plan and options to be issued under the Executive Option Plan. This is an increase of $100,000 from the LTI approved at the 2003 Annual General Meeting. Otherwise, the LTI is on the same terms as set out in the Notice of Annual General Meeting for 2003. That is, the number of performance shares to be issued to Mr Deverall each year will be equal to half of the annual LTI amount divided by the weighted average price of the Company's shares traded in the five trading days prior to the first business day of the financial year to which the LTI relates.

The number of options to be issued to Mr Deverall each year will be four times the number of performance shares to be issued to him. The exercise price of the options will be calculated in the same manner as the issue price for the performance shares as described above.

The dates on which the Company will issue the shares and options over the next three vears will be on or around 20 October 2004. 1 July 2005, 1 July 2006 and 1 July 2007. The issue to be made on or around 20 October 2004 will relate to the balance of the LTI for the year commencing 1 July 2004.

The performance shares and options will generally vest on the third anniversary of the date of issue subject to the achievement of performance hurdles. Performance shares and options issued in years close to the end of the term of the Service Agreement will vest on the second anniversary of the date of issue subject to the achievement of performance hurdles. The shares and options will not vest if Mr Deverall resigns or his employment is terminated for poor performance or misconduct before the date of vesting.

Two performance hurdles apply to the LTI in accordance with the Company's current policy. The LTI is divided into equal portions with each portion being subject to a different hurdle. The hurdles are based on total shareholder return ('TSR') and earnings per share ('EPS').

TSR burdle

The TSR hurdle requires that the growth in the Company's TSR must be at or above the median of the Company's comparator group, at which point the sliding vesting scale outlined below applies. The comparator group is the S&P/ASX 100 (excluding property trusts). Growth in TSR is defined as share price growth and dividends paid and reinvested on the ex-dividend date (adjusted for rights, bonus issues and any capital reconstructions) measured from the time of issue to the time of vesting.

The TSR performance hurdle was chosen as it is widely recognised as one of the best indicators of shareholder value creation. The comparator group for TSR purposes has been chosen as it represents the group with whom the Company competes for shareholders' capital.

Company's growth in TSR relativeto the comparator group	Percentage of portionthat yests.
Less than median	0%
At the median	50%
Greater than median butless than the 75th percentile	2% for every 1% point increase inthe Company's relative position
At the 75th percentile and above	100%

FPS hurdle

The EPS hurdle requires that the Company's EPS growth for a given three year period must be greater than the target set by the board. The initial EPS hurdle for shares and options has been set at 10 percent per annum compound. The EPS measure was chosen as it provides evidence of the Company's growth in earnings.

Growth in EPS is defined as basic earnings per share (after tax) before annual goodwill amortisation adjusted for:

• · significant items (as noted in the Company's financial statements);
• goodwill write-offs which represent more than 5 percent of the Perpetual Group's pre-tax profit for the year; and
• material capital restructurings that have occurred over the relevant period, as determined by the board.

Vesting of shares and options subject to the EPS hurdle operates as follows:

Company's growth	Percentage of pertionthat yests
EPS growth less than10% per annum compound
EPS growth at or above10% per annum compound	100%

2. Short term incentive ('STI')

Mr Deverall is eligible to receive an annual STI payment over the term of his Service Agreement with the Company determined in accordance with the Company's profit participation pool and subject to achievement by Mr Deverall of performance objectives specified by the board. Details of the Company's profit participation pool are set out in Note 34 to the Company's financial statements for the year ended 30 June 2004.

Mr Deverall may apply all or part of any annual STI payment to acquire shares in the Company under the Executive Share Plan up to a maximum of $1.5 million. The maximum number of shares to be issued to Mr Deverall in respect of the annual STI under the Executive Share Plan will be equal to the STI payment to be taken as shares divided by the weighted average price of the Company's shares traded in the five trading days prior to the date on which the shares are issued.

The dates on which the Company will issue the shares in respect of the annual STI payment under the Executive Share Plan will be determined by the board. They will not be issued any later than 19 October 2007.

Details of shares and options issued

Details of shares and options to be issued under the Executive Share and Executive Option Plans will be published in each annual report of the Company which relates to the period in which the securities have been issued, with a statement that approval for the issue of securities was obtained under ASX Listing Rule 10.14. Any additional directors who become entitled to participate in these employee incentive schemes after resolution 7 is approved and who are not named in the Notice of Meeting (other than Ms Jane Couchman, an alternate director of the Company in respect of whom the ASX has granted a waiver from ASX Listing Rule 10.14) will not participate until approval is obtained under ASX Listing Rule 10.14.

No loans will be made available by the Company in relation to the acquisition of shares and options by Mr Deverall under the Executive Share and Option Plans pursuant to his long and short term incentive arrangements.

Since the date of the 2003 Annual General Meeting:

Mr David Deverall received 30,898 shares under the Executive Share Plan at an issue price of $37.10 per share, 7.434 shares under the Executive Share Plan at an issue price of $47.08 per share, 29,258 options under the Executive Option Plan with an exercise price of $37.10 per option and 29,736 options under the Executive Option Plan with an exercise price of $47.08 per option.

The directors who are or will be entitled to participate in the Executive Share Plan are Mr David Deverall and Ms lane Couchman. Mr Deverall will also be entitled to participate in the Executive Option Plan.

Resolution 8:

Adoption of new constitution for the Company

It is proposed that the Company's constitution be replaced in its entirety with the constitution to be tabled at the meeting by the Chairman.

The new constitution:

• takes account of amendments made over the last few years to the Corporations Act, most significantly those contained in the Company Law Review Act ('CLRA') which came into effect on 1 July 1998, the Corporate Law Economic Reform Program Act 1999 and the Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004 ('Clerp 9'); and to the ASX Listing Rules;
• generally modernises and clarifies drafting of provisions in the existing constitution and updates references to the Corporations Act; and
• reflects the current corporate practices of the Company.

On 1 July 1998, the CLRA introduced significant changes to the law relating to meetings, share capital, proxy voting and certain rights of members. As a result of these changes, many

provisions of the Company's constitution have become inconsistent with the provisions of the Corporations Act. Further changes, in particular in the area of audit, have been introduced by Clerp 9.

The new constitution will be available for review during normal office hours at the office of ASX Perpetual Registrars, Level 8, 580 George Street, Sydney. A copy of the new constitution will be sent to any shareholder, at the Company's expense, on request to:

ASX Perpetual Registrars Telephone number: (02) 8280 7111 Facsimile number: (02) 9287 0309 Email: registrars@asxperpetual.com.au

A discussion of the more significant changes and issues raised is set out below.

1. Deletion of memorandum of association

The CLRA removed the requirement for a Memorandum of Association. Accordingly the new constitution does not contain a Memorandum of Association.

2. Replaceable rules

The new constitution excludes the replaceable rules introduced into the Corporations Act by the CLRA. The replaceable rules apply as a company's constitution unless they are expressly excluded. As not all of the replaceable rules are appropriate for the Company, it is proposed that the new constitution exclude them and, where appropriate, deal with the issues raised by the replaceable rules in the body of the constitution.

3. Terminology

The new constitution adopts terminology consistent with the current Corporations Act.

4. Share capital

The CLRA abolished the concept of nominal value of shares (ie par value), authorised

capital, and share premium accounts. Accordingly, the new constitution reflects:

• (a) the abolition of the par value of a share;
• (b) the abolition of concepts of authorised and nominal capital and unissued shares and of the issue of shares at a premium or discount:
• (c) the removal of the need for authority in the constitution to increase or reduce capital.

5. Share certificates

The new constitution reflects the Company's obligations under the CHESS system.

6. Proceedings at general meetings

The provisions of the new constitution in relation to proceedings at general meetings correspond generally with the existing constitution subject to:

• (a) a change reflecting section 250L of the Corporations Act 2001 under which a poll may be demanded by at least five members entitled to vote on the resolution or shareholders with at least 5 percent of the votes that may be cast on the resolution;
• (b) a quorum for shareholders' meetings will become any two members. (The existing constitution provides for a quorum of three shareholders.)

7. Proxies

The pro forma proxy form, previously contained in schedule 4 of the constitution. has been removed. The Company's form of proxy will simply reflect the requirements in the constitution, the Corporations Act and the ASX Listing Rules.

8. The directors

The new constitution provides that a quorum for directors' meetings is any two directors. (The existing constitution provides for a quorum of three directors.)

The constitution currently provides for one third of the directors to retire by rotation at each annual general meeting. The new constitution provides that each director must retire from office at the end of the third annual general meeting after their appointment, or after three years, which ever is the later.

The existing constitution contains a requirement for the directors of the Company to hold a minimum of 1,000 shares in the Company. Under the new constitution, directors must take up a share qualification of 500 shares on appointment. The share qualification increases to 1,000 shares for directors who have held office for three years or more

9. Common seal

The CLRA abolished the requirement for common seals so that a company may, but need not, have a common seal. The new constitution reflects this change. The Company will continue to maintain a register of executed documents and the same internal controls will apply to ensure that documents are not executed without proper authority.

10. ASX Listing Rules to apply

The Company must comply with the ASX Listing Rules. A provision consistent with ASX Listing Rule 15.11 has been inserted in the new constitution which generally provides that the constitution is to be interpreted consistently with the ASX Listing Rules. This includes the requirement that where the constitution is inconsistent with the ASX Listing Rules, the Listing Rules will take precedence.

11. Non-standard provisions

The company's existing constitution contains a number of non-standard provisions. These include:

• (a) a limitation on shareholding reflecting the requirements of the Trustee Companies Act 1964 (NSW) (clause 10);
• (b) the terms on which preference shares may be issued (clause 2.3 and schedule 1):
• (c) proportional off-market takeover provisions (clause 9.7 and schedule 2); and
• (d) unmarketable parcel provisions (clause 9.12 and schedule 3).

These provisions have been incorporated into the new constitution. No changes have been made to these provisions except for minor drafting amendments to make the terminology consistent with that of the new constitution and as set out below.

In relation to unmarketable parcels, schedule three of the existing constitution provides that the schedule ceases to operate 12 months after it is last adopted or re-adopted. Where the schedule has ceased to operate, it can only operate again if re-adopted by special resolution. The requirement for re-adoption has been removed.

To be passed, the special resolution to adopt the new constitution must be approved by at least 75 percent of the votes cast on the resolution by shareholders either in person or by proxy who are entitled to vote on that resolution.

Perpetual

APPOINTMENT OF PROXY

If you propose to attend and vote at the Annual General Meeting, please

bring this form with you. This will assist in registering your attendance.

Perpetual Trustees Australia Limited

ABN 86 000 431 827

All Registry communications to: C/- ASX Perpetual Registrars Limited Level 8, 580 George Street, Sydney, NSW, 2000 Locked Bag A14, Sydney South, NSW, 1235 Telephone: (02) 8280 7111 Facsimile: (02) 9287 0309 ASX Code: PPT Email: registrars@asxperpetual.com.au Website: www.asxperpetual.com.au

X99999999999

I/We being a member(s) of Perpetual Trustees Australia Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy

n r a p

or failing the person/body corporate named, or if no person /body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11.00am on Tuesday, 19 October 2004 and at any adjournment of that meeting. Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received in the Registrar's office no later than 48 hours before the meeting. IMPORTANT: FOR ITEMS 6 & 7 BELOW

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Items 6 & 7 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of these Items and that votes cast by him, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 6 & 7 and your votes will not be counted in computing the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 6 & 7.

Should you desire to direct your proxy how to vote on any resolution please insert $\boxed{X}$ in the appropriate box below.
		그는 그 그 그 사람들은 아직 사람들을 지나 아이를 보고 있다.		the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract o

		For	Aqainst	Abstain*			۲or	Adanst	Abstain*
1.	Election of Director.Ms Sandra McPhee				5.	Re-election of Director.Mr Warwick Kent AO
2.	Election of Director,Mr Paul McClintock				6.	Increase of fees payable tonon-executive directors
3.	Re-election of Director,Ms Linda Nicholls					Approval of grant of shares andoptions to Managing Directorunder employee incentive plans
4.	Re-election of Director.Mr Robert Savage				8.	Adoption of new constitution

* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

B	SIGNATURE OF SECURITYHOLDERS - THIS MUST BE COMPLETED
Securityholder 1 (Individual)	Joint Securityholder 2 (Individual)	Joint Securityholder 3 (Individual)

Joint Securityholder 3 (Individual)

Sole Director and Sole Company Secretary

securityhoider's constitution and the Corporations Act 2001 (Cwith).

Our privacy policy is available on our website (www.asxperpetual.com.au).

Director/Company Secretary (Delete one)

holding and if some or all of the information is not collected then it might not be possible to administer your security holding. Your personal information may be disclosed

Director

The manual measure This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the ASX Perpetual Registrars Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a security holder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your security

PPT PRX042