Perpetual Limited — AGM Information 2021

Sep 15, 2021

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Perpetual Limited ABN 86 000 431 827

16 September 2021

ASX Limited ASX Market Announcements Office Exchange Centre 20 Bridge Street Sydney NSW 2000

Angel Place, Level 18, 123 Pitt Street Sydney NSW 2000 Australia Phone +61 9229 9000 www.perpetual.com.au

Perpetual Limited - Annual General Meeting 2021

The following announcements to the market are provided:

• AGM Notice of Meeting

• Proxy Form  Shareholder Question Form

 Online Guide from Link Market Services Letter to Shareholders Perpetual Annual Report 2021 Perpetual Sustainability Report 2021

Yours faithfully,

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Sylvie Dimarco Company Secretary (Authorising Officer)

Page 1

Notice of Annual General Meeting 2021

On 21 October 2021 at 10am

Shareholders may participate online at https://agmlive.link/PPT21

Trust is earned.

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Perpetual Notice of Annual General Meeting 2021

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Dear Shareholders

It is my pleasure to invite you to the 2021 annual general meeting ( AGM ) of Perpetual Limited ( Perpetual or Company ), which will be held at 10am (Sydney time) on Thursday, 21 October 2021. Shareholders can participate online at https://agmlive.link/PPT21.

Online meeting

In light of the current COVID-19 situation, shareholders are not currently able to physically attend the AGM for health and safety reasons. Please refer to the enclosed Notice of Meeting and the Online Guide at www.perpetual.com.au/About/Shareholders for further details on how to view and participate in the meeting online.

Appointing a proxy and submitting questions in advance of the AGM

You may appoint a proxy to vote on your behalf, either by accessing our share registry’s website at www.linkmarketservices.com.au and following the prompts, or by following the instructions in the proxy form. Proxy appointments must be received by 10am (Sydney time) on Tuesday, 19 October 2021.

Even if you plan to participate in the AGM online, we encourage you to submit a directed proxy vote so that your vote will be counted if for any reason you cannot vote on the day.

We encourage Questions

We also invite you to submit questions to the Company or auditor in advance of the meeting online at www.linkmarketservices.com.au or by using the shareholder question form that has been lodged on the ASX and posted on Perpetual’s website at www.perpetual.com.au/About/Shareholders. Questions submitted this way must be received by no later than 5pm (Sydney time) on Thursday, 14 October 2021.

During the AGM, shareholders will also be able to submit questions in writing or ask questions orally in real time. Further information on how to submit your questions is set out on the following pages.

Items for deliberation at the AGM

The items for deliberation at this year’s AGM are:

• the consideration of our financial and statutory reports for the financial year ended 30 June 2021;

• the adoption of Perpetual’s Remuneration Report for the financial year ended 30 June 2021;

• the re-appointment of Mr Craig Ueland as a Non-executive Director;

• the re-appointment of Mr Ian Hammond as a Non-executive Director;

• the re-appointment of Ms Nancy Fox AM as a Non-executive Director;

• the confirmation of the appointment of Ms Mona Aboelnaga Kanaan as a Non-executive Director;

• the approval of the 2021 variable incentive equity grants for the CEO and Managing Director; and

• the renewal of the proportional takeover provisions in the Company’s Constitution for a further period of three years.

The Board recommends that Shareholders vote in favour of all voting resolutions.

Further information and updates

Enclosed is a copy of the Notice of Meeting which includes information for shareholders and explanatory notes. This may also be accessed on our website at www.perpetual.com.au/About/Shareholders together with Perpetual’s 2021 financial results.

If the Company needs to give further updates about the AGM, information will be lodged with the ASX and posted on the Company’s website at www.perpetual.com.au/About/Shareholders.

I look forward to welcoming you to the 2021 AGM.

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Tony D’Aloisio AM Chairman

16 September 2021

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Perpetual Notice of Annual General Meeting 2021

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Notice of Annual General Meeting

Perpetual’s AGM will be held on Thursday,

21 October 2021, commencing at 10am (Sydney time). Shareholders and proxyholders can participate in the meeting at https://agmlive.link/PPT21.

Online registration will open at 9.30am (Sydney time). To register, you will need to log in through a compatible web browser using a computer, tablet or mobile device with an internet connection.

Voting exclusion for resolution 1:

The Company will disregard any votes cast on resolution 1:

• by or on behalf of a member of the Company’s key management personnel ( KMP ) named in the Company’s 2021 Remuneration Report or their closely related parties, regardless of the capacity in which the vote is cast; or

• as proxy by a person who is a member of the KMP on the date of the AGM or their closely related parties,

Shareholders will then be prompted to enter their

shareholder number and postcode. Proxyholders will need their proxy number which will be provided by Link Market Services following lodgement of the proxy appointment and no later than 24 hours prior to the meeting. Further information can also be found in the instructions on the online platform and in the Online Guide, which has been lodged with the ASX and posted on Perpetual’s website at www.perpetual.com.au/About/Shareholders.

The enclosed ‘Information for Shareholders’ and ‘Explanatory Memorandum’ contains further information about the matters to be considered at the AGM and how to participate online. This information forms part of this Notice of Annual General Meeting.

The meeting will be broadcast from Level 18, Angel Place, 123 Pitt Street, Sydney, NSW 2000. Shareholders are not currently able to physically attend the AGM for health and safety reasons, but will instead be able to view and participate in the meeting online.

unless the vote is cast as proxy for a person entitled to vote on resolution 1:

• in accordance with a direction on the proxy form; or

• in the absence of a direction on the proxy form, by the Chairman of the AGM, in accordance with an express authorisation to exercise undirected proxies.

RESOLUTION 2:

Re-appointment of Mr Craig Ueland

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

‘That Mr Craig Ueland, retiring as a Director of the Company in accordance with clause 20.9.1 of the Company’s Constitution and who has consented to stand for re-appointment, be re-appointed as a Director of the Company in accordance with clause 20.9.3 of the Company’s Constitution.’

RESOLUTION 3:

FINANCIAL AND STATUTORY REPORTS

To receive and consider the financial statements, the reports of the Directors and of the auditor for the financial year ended 30 June 2021. No resolution or vote is required on this item of business.

RESOLUTION 1

Remuneration Report

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

‘To adopt the Remuneration Report for the financial year ended 30 June 2021.’

In accordance with section 250R of the Corporations Act 2001 (Cth) ( Corporations Act ), the vote on resolution 1 will be advisory only.

Re-appointment of Mr Ian Hammond

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

‘That Mr Ian Hammond, retiring as a Director of the Company in accordance with clause 20.9.1 of the Company’s Constitution and who has consented to stand for re-appointment, be re-appointed as a Director of the Company in accordance with clause 20.9.3 of the Company’s Constitution.’

RESOLUTION 4:

Re-appointment of Ms Nancy Fox AM

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

‘That Ms Nancy Fox AM, retiring as a Director of the Company in accordance with clause 20.9.1 of the Company’s Constitution and who has consented to stand for re-appointment, be re-appointed as a Director of the Company in accordance with clause 20.9.3 of the Company’s Constitution.’

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Notice of Annual General Meeting

RESOLUTION 5:

Re-appointment of Ms Mona Aboelnaga Kanaan

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

‘That Ms Mona Aboelnaga Kanaan, having been appointed as a Director of the Company in accordance with clause 20.9.2 of the Company’s Constitution and who has consented to stand for appointment, be re-appointed as a Director of the Company in accordance with clauses 20.9.3 and 20.2.2 of the Company’s Constitution.’

RESOLUTIONS 6(a) AND 6(b):

Approval of the 2021 variable incentive equity grants for the Managing Director and CEO

To consider and, if thought fit, to pass each of the following resolutions as separate ordinary resolutions:

a) Grant of Share Rights to the Managing Director and CEO

‘That approval is given for all purposes, including ASX Listing Rule 10.14, for the issue of 21,560 share rights to Mr Rob Adams as part of his variable incentive equity grant for the performance period ending 30 June 2021 on the terms described in the Explanatory Memorandum accompanying this Notice of Meeting.’

b) Grant of Performance Rights to the Managing Director and CEO

‘That approval is given for all purposes, including ASX Listing Rule 10.14, for the issue of 21,560 performance rights to Mr Rob Adams as his part of his variable incentive equity grant for the performance period ending 30 June 2021 on the terms described in the Explanatory Memorandum accompanying this Notice of Meeting.’

unless the vote is cast on the relevant resolution:

• as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or

• by the Chairman of the AGM as proxy for a person entitled to vote on the resolution, in accordance with an express authorisation to exercise undirected proxies as the Chairman decides; or

• by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 7:

Renewal of Proportional Takeover Provisions

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

‘That the proportional takeover provisions contained in clause 11.9 and Schedule 2 of the Company’s Constitution be renewed for a further period of three years, commencing from the date of this Annual General Meeting.’

By Order of the Board

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Sylvie Dimarco

Voting exclusion for resolutions 6(a) and 6(b):

The Company will disregard any votes on resolutions 6(a) and 6(b):

Company Secretary

16 September 2021

• cast in favour of the resolution by or on behalf of Mr Rob Adams (being the only Director of the Company eligible for participation in the employee incentive scheme in respect of which Shareholder approval is sought) and his associates (as defined in the ASX Listing Rules), regardless of the capacity in which the vote is cast; or

• cast as proxy by a person who is a member of the KMP on the date of the AGM or their closely related parties,

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Information for Shareholders

WHO MAY VOTE

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 the Company has determined that persons whose names are set out in the register of Shareholders of the Company as at 7pm (Sydney time) on Tuesday, 19 October 2021 are entitled to vote at the meeting convened by this notice.

VOTING BY POLL

The Chairman will put resolutions to a poll at the AGM. Voting results on the resolutions that are put to the meeting (including the relevant proxy votes) will be announced to the ASX as soon as practicable after the AGM.

APPOINTMENT OF PROXIES

A Shareholder who is entitled to vote at the meeting has a right to appoint up to two proxies. A proxy need not be a Shareholder.

Where a Shareholder appoints two proxies, the appointment may specify the proportion or number of votes which each proxy may exercise. Fractions of votes will be disregarded.

If the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, then each proxy may exercise half those votes.

A proxy may decide whether or not to vote on any proposed resolution, except where required by law or the Company’s Constitution to vote. If the Shareholder appointing the proxy:

• directs the proxy how to vote on a proposed resolution, then the proxy may vote on that resolution only in the way directed; or

• does not direct the proxy how to vote on a proposed resolution, then the proxy may vote on that resolution as the proxy thinks fit, subject to any voting exclusions that apply to the proxy; or

• directs the proxy to abstain, the proxy must not vote on the Shareholder’s behalf and any vote will not be counted.

If you appoint someone as a proxy (other than the Chairman of the AGM) and direct them how to vote, the Chairman of the AGM must cast those votes on your behalf on a poll in accordance with your directions if your proxy does not do so.

If you appoint a Director (other than the Chairman of the AGM) or another member of the Company’s KMP or their closely related parties as your proxy, you must specify how they should vote on resolutions 1, 6(a) and 6(b) by completing the ‘For’, ‘Against’ or ‘Abstain’ boxes on the proxy form. If you do not, your proxy will not be able to exercise your vote for these resolutions.

UNDIRECTED PROXIES

The Chairman of the AGM intends to vote all available proxies in favour of all resolutions.

LODGEMENT OF PROXIES

To be valid, a proxy form must be completed and received by the Company by 10am (Sydney time) on Tuesday, 19 October 2021. The Proxy Form may be downloaded online at www.perpetual.com.au/About/Shareholders.

Proxies may be lodged as follows:

• to the Company’s share registrar by:

• hand delivery at Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000

• by lodging the proxy appointment online at www.linkmarketservices.com.au. To use the online proxy appointment facility, you will need your Securityholder Reference Number ( SRN ) or Holder Identification Number ( HIN ), or you can access the facility using your postcode and the personalised link sent to you by email if you have registered for electronic communications from the Company

• by post to Perpetual Limited C/- Link Market Services Limited, Locked Bag A14, Sydney South, NSW, 1235

• – fax to +61 2 9287 0309

• or to the Company’s registered office by:

• hand delivery or post to Level 18, Angel Place, 123 Pitt Street, Sydney, NSW, 2000

• fax to +61 2 8256 1427

If you appoint the Chairman of the AGM as your proxy (or if he is appointed by default) and no direction is provided in relation to a resolution, you will be expressly authorising the Chairman to exercise your proxy as the Chairman sees fit in relation to that resolution. This includes resolution 1 (the Remuneration Report) and resolutions 6(a) and 6(b) (CEO Variable Incentive Equity Grants) even though the resolutions are connected directly or indirectly with the remuneration of the Company’s KMP.

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Information for Shareholders

BODY CORPORATE REPRESENTATIVE

A Shareholder who is a body corporate and who is entitled to vote at the AGM, or a proxy who is a body corporate and who is appointed by a Shareholder who is entitled to vote at the AGM, may appoint a person to act as its representative at the meeting by providing that person with:

• a letter or certificate, executed in accordance with the body corporate’s constitution, authorising the person as a representative; or

• a copy of the resolution, certified by the secretary or a director of the body corporate, appointing the representative and setting out any restrictions on the representative’s powers.

Body corporate representatives should lodge this documentation with the Company’s share registry no later than 48 hours prior to the AGM, unless it has been previously given to the Company.

SHAREHOLDER QUESTIONS

The Company is offering a facility for Shareholders to submit written questions in advance of the AGM.

To submit a written question, please complete and return the shareholder question form that has been lodged on the ASX and posted on Perpetual’s website at www.perpetual.com.au/About/Shareholders or submit the question online through the share registrar’s website, in accordance with the instructions on the form.

Questions must be received by the Company’s share registrar by no later than 5pm (Sydney time) on Thursday, 14 October 2021.

Questions should relate to matters that are relevant to the business of the AGM, as outlined in this Notice of Meeting and the attached Explanatory Memorandum.

Questions that are relevant to:

• the contents of the auditor’s report; or

• the conduct of the audit of the Company’s financial report;

may be addressed to the Company’s auditor.

Questions will be collated, and, during the AGM, the Chairman will seek to address as many of the more frequently raised topics as possible and, where appropriate, will give a representative of KPMG, the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the AGM to address all topics raised. Please note that individual responses will not be sent to Shareholders.

Shareholders will be given an opportunity to ask questions in real-time by telephone. A personalised PIN is needed to ask questions by telephone. To receive a personalised PIN, please contact Link Market Services before the AGM. Dial-in details for the AGM and contact details for Link Market Services are included in the Online Guide. If you plan to ask questions by telephone, you will still need to log into the online platform if you wish to vote during the meeting.

PARTICIPATING ONLINE

Shareholders and proxyholders can watch, ask questions, make comments and vote in real time during the AGM through an online facility at https://agmlive.link/PPT21.

To register, shareholders will need their shareholder number and postcode. Proxyholders will need their proxy number which will be provided by Link Market Services following lodgement of the proxy appointment and no later than 24 hours prior to the meeting. Online participants should register at least 30 minutes before the AGM. The online platform will contain additional details as to how to vote and ask questions during the AGM. Further information can also be found in the Online Guide, which has been lodged with the ASX and posted on Perpetual’s website at www.perpetual.com.au/About/Shareholders.

In addition, the AGM, including the addresses of the Chairman and CEO, will be available for viewing by visitors via live webcast. Any slides will also be available on the Company’s website at www.perpetual.com.au/About/Shareholders. For information about how to access the webcast of the AGM please go to www.perpetual.com.au/About/Shareholders.

TECHNICAL DIFFICULTIES

Technical difficulties may arise during the course of the AGM. The Chairman has discretion as to whether and how the meeting should proceed if a technical difficulty arises. In exercising his discretion, the Chairman will have regard to the number of Shareholders impacted and the extent to which participation in the business of the meeting is affected. Where he considers it appropriate, the Chairman may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions.

As previously noted, Shareholders are encouraged to lodge a proxy by 10am (Sydney time) on Tuesday, 19 October 2021 even if they plan to participate in the meeting online, so that their vote will be counted if for any reason they cannot vote on the day.

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Explanatory Memorandum

Financial and statutory reports

The financial report and the reports of the Directors and of the auditor for the financial year ended 30 June 2021 will be put before the AGM, as required by section 317 of the Corporations Act. The Corporations Act does not require a formal resolution of Shareholders on these reports. These reports are contained within the Company’s 2021 Annual Report which is available on the Company’s website at www.perpetual.com.au/About/Shareholders.

During this item of business, Shareholders will be given a reasonable opportunity to ask questions about, and make comments on, those reports and the business and management of the Company. Please see “Information for Shareholders” in relation to any questions that Shareholders would like to put to the Company’s auditors.

Resolution 1: Adoption of the Remuneration Report

Shareholders are asked to adopt the Company’s Remuneration Report for the financial year ended 30 June 2021. The Remuneration Report provides information relating to:

• the Board’s policy in relation to the remuneration paid to KMP;

• the relationship between remuneration and the Company’s performance, including information about performance measures applicable to variable incentives; and

• details of the remuneration paid to KMP for the financial year ended 30 June 2021.

The Company’s approach to remuneration in FY21 was explained in the letter prefacing the Remuneration Report from the Chairman of the Company’s People and Remuneration Committee as follows:

Dear Shareholder,

On behalf of your Board, as always it gives me great pleasure to present to you our Remuneration Report for the financial year ended 30 June 2021 (FY21). Our Remuneration Report provides our shareholders and other stakeholders with a thorough and transparent explanation of how FY21 remuneration outcomes for our Key Management Personnel (KMP) align with our recent performance, long-term objectives, and reflect the current economic context.

FY21 was a critical year for our strategic positioning and growth opportunities. The acquisitions of Barrow Hanley and Trillium were truly transformational and delivered immediate and ongoing value to shareholders and clients. These significant acquisitions have repositioned Perpetual for future growth and long-term resilience.

In addition to the improved financial performance, Perpetual continues to deliver positive outcomes for customers, as demonstrated by substantially improved investment performance and a group Net Promoter Score (NPS) outcome of +44 in FY21 – achieving Perpetual’s goal of maintaining NPS above +40 even during a period when COVID-19 has had a significant impact on client engagement.

FY21 variable remuneration outcomes

Perpetual continues to use a balanced scorecard that considers short, medium and long-term strategic priorities. For FY21, the scorecard was weighted 60% to financial performance measures and 40% to other strategically important non-financial measures that the Board considers to be key lead indicators of future business value creation.

To recognise the potential impact of the Barrow Hanley acquisition on remuneration outcomes, the Board determined to apply an additional EPS accretion gateway to two-fifths of the UPAT measure under the FY21 balanced scorecard, as well as increasing the FY21 UPAT target to reflect the anticipated additional profit associated with the acquisition. Both the gateway and revised UPAT target were achieved in FY21.

In arriving at the proposed Variable Incentive outcomes for executives in FY21, the Board weighed up financial performance, successful implementation of strategy, retention in a more competitive market for talent and shareholder alignment and returns. As outlined in the Chairman’s letter, Perpetual is at an important time in its transformation and the Board considers that a fairly rewarded and incentivised senior team focused on execution is key. Consequently, the Board has determined to award the CEO a Variable Incentive award of 100% of target, or 57% of maximum opportunity, with individual outcomes for other Group Executives between 78% to 112% of target (average of 93%), or 44% to 64% of maximum (average of 54%).

Perpetual’s performance in FY21

Despite the external environmental challenges, our Group Executives have done an important job in executing the Company’s strategy and gaining lost ground from the impacts of the COVID-19 pandemic. Underlying profit after tax (UPAT) was $124.1 million for FY21, 26% higher than FY20 reflecting increased scale following the acquisitions of Barrow Hanley Global Investors (Barrow Hanley) and Trillium Asset Management (Trillium). Even with increased investment in distribution relative to prior years, Perpetual delivered improved performance, with underlying EPS growth of 6% on FY20.

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Explanatory Memorandum

During FY21, the deferred equity component of the FY18 Variable Incentive awards vested for participating executives. The vested value of the grants were, on average, 30% of the maximum (a reduction from the grant value of, on average, 44% of the maximum), reflecting Perpetual’s share price performance over the two-year vesting period and aligning Group Executives’ outcomes with shareholders’ experience. The Board in exercising its discretion confirmed the vesting outcomes given they reflected the unhurdled design of the FY18 grants, no material risk events were identified, and vested equity is subject to an additional two-year holding period.

COVID-19 and remuneration

The prolonged COVID-19 pandemic continues to present challenging economic and market conditions, whilst also significantly impacting the wider community.

In response to the uncertainty caused by the pandemic, the Group Executives and Non-executive Directors (NEDs) agreed to voluntary reductions of fixed pay and base Director fees respectively. For the first six months of FY21, the CEO and other Group Executives took fixed pay reductions of 20% and 10%, respectively. For the same period, the Chairman took a 20% reduction in base Director fees, with other Board members taking a 10% reduction.

Increases were made for two executives during the latter half of FY21 in recognition of broader responsibilities with reference to internal relativities and external market benchmarks (see Section 1.1).

The Board is confident that Perpetual’s remuneration framework remains aligned to our strategy, core values and desired culture, and continues to be supported by our robust risk management framework.

On behalf of the Board, I would like to thank shareholders and other stakeholders for your valuable feedback and ongoing dialogue on our remuneration approach. We look forward to continuing our engagement with you.

Yours sincerely,

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Nancy Fox AM

Chairman, People and Remuneration Committee

Under the Corporations Act, the vote on this resolution is advisory only and does not bind the Board or the Company. However, the Company values its Shareholders’ feedback.

A voting exclusion applies to this resolution, as set out earlier in the Notice of Meeting.

The Board unanimously recommends that Shareholders vote in favour of resolution 1. The Chairman of the AGM intends to vote all available proxies in favour of resolution 1.

Looking forward

No significant changes to our executive remuneration framework will take place for FY22, beyond some Group Executives receiving fixed remuneration increases (approximately 3% in aggregate) with effect from 1 September 2021. In addition, base Director fees for the Chairman and Non-executive Directors will increase effective 1 July 2021, which will be the first increase since FY16.

We will consider additional enhancements in the coming years to ensure our remuneration framework aligns with our strategy, emerging industry trends/better practice, and is compliant with upcoming regulatory changes, including the Financial Accountability Regime and APRA’s draft remuneration prudential standard (CPS 511).

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Explanatory Memorandum

Resolution 2: Re-appointment of Mr Craig Ueland

Clause 20.9.1 of the Company’s Constitution provides that a Director must not hold office without re-appointment past the third annual general meeting following the director’s appointment or three years, whichever is longer.

Mr Craig Ueland was appointed as a Director of Perpetual Limited in March 2012 and was last re-appointed at the 2018 AGM. He now stands for re-appointment. The Board considers Mr Craig Ueland to be an independent Director.

The Board has a policy that non-executive directors should not seek re-election after three elected terms unless the Board requests them to do so. Mr Craig Ueland is seeking re-election at the Board’s request. The Board considers Mr Craig Ueland’s extensive overseas experience, including his US experience, to be highly relevant and beneficial given the Company’s recent acquisition of two US asset management firms. Hence the Board has asked him to stay for what will be his final term in line with the Board’s rotation policy.

Mr Craig Ueland was formerly President and Chief Executive Officer of Russell Investments, a global leader in multi-manager investing. He previously served as Russell’s Chief Operating Officer, Chief Financial Officer, and Managing Director of International Operations, which he led from both London and the firm’s headquarters in the US. Earlier in his career he opened and headed Russell’s first office in Australia. Mr Craig Ueland is a Committee member of the Endowment Investment Committee for The Benevolent Society, is a Board Member of the Stanford Australia Foundation and the Supervisory Board of OneVentures Innovation and Growth Fund II.

The Board supports Mr Craig Ueland’s re-appointment because he brings to the Board detailed knowledge of global financial markets and the investment management industry, gleaned from more than 20 years as a senior executive of a major investment firm, along with a strong commitment to leadership development and corporate strategy development and execution.

Mr Craig Ueland is Chairman of Perpetual’s Investment Committee and a member of Perpetual’s Audit, Risk and Compliance Committee and Nominations Committee.

The Directors (with Mr Craig Ueland abstaining) unanimously support the re-appointment of Mr Craig Ueland to the Board and recommend that Shareholders vote in favour of resolution 2.

The Chairman of the AGM intends to vote all available proxies in favour of resolution 2.

Resolution 3: Re-Appointment of Mr Ian Hammond

Mr Ian Hammond was appointed as a Director of Perpetual Limited in March 2015 and was last re-appointed at the 2018 AGM. He now stands for re-appointment. The Board considers Mr Ian Hammond to be an independent Director.

Mr Ian Hammond was a partner at PricewaterhouseCoopers for 26 years and during that time held a range of senior management positions including lead partner for several major financial institutions. He has previously been a member of the Australian Accounting Standards Board and represented Australia on the International Accounting Standards Board. Mr Ian Hammond is a Non-executive Director of Suncorp Group Limited and Venues NSW and a Board Member of not-for-profit organisations including Mission Australia and Chris O’Brien Lifehouse.

The Board supports Mr Ian Hammond’s re-appointment because has a deep knowledge of the financial services industry and brings to the Board expertise in financial reporting and risk management.

Mr Ian Hammond is Chairman of Perpetual’s Audit, Risk and Compliance Committee and a member of Perpetual’s Investment Committee and Nominations Committee.

The Directors (with Mr Ian Hammond abstaining) unanimously support the re-appointment of Mr Ian Hammond to the Board and recommend that shareholders vote in favour of resolution 3.

The Chairman of the AGM intends to vote all available proxies in favour of resolution 3.

Resolution 4: Re-Appointment of Ms Nancy Fox AM

Ms Nancy Fox AM was appointed as a Director of Perpetual Limited in September 2015 and was last re-appointed at the 2018 AGM. She now stands for re-appointment. The Board considers Ms Nancy Fox AM to be an independent Director.

Ms Nancy Fox AM has more than 30 years’ experience in financial services, securitisation and risk management gained in Australia, the US and across Asia. A lawyer by training, she was Deputy Chairman of the Board of Taronga Conservation Society Australia until 2021, Managing Director for Ambac Assurance Corporation from 2001 to 2011 and previously Managing Director of ABN Amro Australia from 1997 to 2001.

She is currently Chairman of Perpetual Equity Investment Company Limited, a Non-executive Director of ING Bank Australia, Lawcover Pty Ltd, Mission Australia and Aspect Studios Pty Ltd. The Board supports Ms Nancy Fox AM’s re-appointment because she brings to the Board a deep knowledge of developing and leading successful financial services businesses and extensive experience with securitisation, regulatory frameworks, risk management and governance.

Ms Nancy Fox AM is Chairman of Perpetual’s People and Remuneration Committee and a member of Perpetual’s Audit, Risk and Compliance Committee and Nominations Committee.

The Directors (with Ms Nancy Fox AM abstaining) unanimously support the re-appointment of Ms Nancy Fox AM to the Board and recommend that Shareholders vote in favour of resolution 4.

The Chairman of the AGM intends to vote all available proxies in favour of resolution 4.

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Explanatory Memorandum

Resolution 5: Re-Appointment of Ms Mona Aboelnaga Kanaan

Clauses 20.9.3 and 20.2.2 of the Company’s Constitution provide that a Director appointed as an addition to the Board must not hold office without re-appointment past the next annual general meeting following the director’s appointment and must be confirmed in office at the next AGM.

Ms Mona Aboelnaga Kanaan was appointed as a Director of Perpetual Limited on 28 June 2021 and now stands for re-appointment by Shareholders for the first time. The Board considers Ms Mona Aboelnaga Kanaan to be an independent Director.

Based in New York, USA, Ms Mona Aboelnaga Kanaan is an experienced director, and asset management executive having held leadership positions over a distinguished career spanning more than thirty years. She is currently the Managing Partner of K6 Investments LLC, an independent private equity firm which she founded in 2011.

Previously, Ms Mona Aboelnaga Kanaan served as President and CEO of Proctor Investment Managers LLC, a New York City-based firm she co-founded in 2002 to acquire and scale traditional and alternative asset managers. Ms Mona Aboelnaga Kanaan sold the firm to National Bank of Canada in 2006 and remained CEO until 2013.

Ms Mona Aboelnaga Kanaan is currently a Director and Chairperson of the Audit Committees of Sterling Bancorp (NYSE: STL) and FinTech Acquisition Corp VI (Nasdaq: FTVI).

Ms Mona Aboelnaga Kanaan holds a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania and an MBA from Columbia University’s Graduate School of Business.

The Board supports the appointment of Ms Mona Aboelnaga Kanaan because she brings to the board deep expertise in scaling, acquiring and modernising global asset management and financial services firms and considers her experience to be highly relevant and beneficial given the Company’s recent acquisition of two US asset management firms.

Ms Mona Aboelnaga Kanaan has held the following listed company directorships during the past three financial years:

• Sterling Bancorp (from May 2019 to present)

• Fintech Acquisition Corp. VI (from February 2021 to present)

Appropriate background checks were conducted before Ms Mona Aboelnaga Kanaan was appointed to the Board.

The Directors (with Ms Mona Aboelnaga Kanaan abstaining) unanimously support the appointment of Ms Mona Aboelnaga Kanaan to the Board and recommend that shareholders vote in favour of resolution 5.

The Chairman of the AGM intends to vote all available proxies in favour of resolution 5.

RESOLUTIONS 6(a) AND 6(b): Approval of the 2021 variable incentive equity grants for the CEO and Managing Director

a) Grant of Share Rights to the CEO and Managing Director

b) Grant of Performance Rights to the CEO and Managing Director

ASX Listing Rule 10.14 permits the Company to issue securities to a Director under an employee incentive scheme if that Director’s participation in the employee incentive scheme has been approved by shareholders. Accordingly, these resolutions are being put to Shareholders to seek approval for a grant of 21,560 unhurdled share rights and 21,560 hurdled performance rights to be made to the Chief Executive Officer and Managing Director ( CEO ) Mr Rob Adams in accordance with the Company’s Variable Incentive Plan and Mr Rob Adams’ contract of employment.

The variable incentive equity grant approved at the 2020 AGM was granted entirely as performance rights (which vest on a specific date subject to performance conditions). As described below, the Variable Incentive award for FY21 will be granted under the standard KMP Variable Incentive structure, with the equity component of this award being awarded as one-half unhurdled share rights and one-half hurdled performance rights.

Mr Rob Adams’ Remuneration

There are two components to Mr Rob Adams’ remuneration.

Fixed remuneration

The fixed remuneration component is $1,302,776 per annum, inclusive of cash salary, superannuation, any packaged benefits and associated fringe benefits tax. Fixed remuneration is reviewed by the Board annually, noting that no change has been made to the CEO’s fixed remuneration since his appointment in 2018 (outside of the disclosed voluntary 20% fixed remuneration reduction for the period from 1 July 2020 to 31 December 2020).

Variable incentive

Mr Rob Adams participates in the Variable Incentive Plan. Under this plan, he is awarded an incentive (less applicable taxes and superannuation) based on the Board’s holistic assessment of the CEO’s performance, which includes an assessment against an agreed scorecard as well as risk and behavioural performance.

The CEO’s FY21 Variable Incentive outcome was determined with a 70% weighting placed on Company performance and a 30% weighting on individual contribution over the course of the performance year. The Board has considered the individual contribution of Mr Rob Adams for FY21 with reference to progress against key strategic and individual priorities agreed at the commencement of the performance year.

Perpetual Notice of Annual General Meeting 2021

11

Explanatory Memorandum

Pleasingly, in addition to the progress demonstrated against these priorities, the CEO had a number of achievements which are highlighted below:

• The successful closing of the transformational acquisition of Barrow Hanley Global Investors in FY21 delivered important diversification by geography, asset class and client channel for Perpetual. The CEO’s leadership in the timing and execution of this deal were key factors considered in respect of his performance in FY21.

• The build-out of Perpetual’s global distribution team continued in FY21, with key placements being made in the US, Europe and Australia. The second half of FY21 delivered early validation of the distribution team’s strategy, with an improvement in net flows for Perpetual Asset Management Australia, alongside continued acceleration of net flows within Trillium. Given the criticality of this program to the success of the Trillium and Barrow Hanley deals and future business growth, the important early progress of this work was considered as part of the CEO’s performance assessment in FY21.

• Throughout a difficult year with lockdowns, uncertainty and limitations on travel to develop relationships with newly acquired businesses, the CEO has been able to obtain strong support from clients, investors, employees, his leadership team and from the Board.

• Other specific and value adding initiatives include the ongoing assessment of Perpetual’s approach to investor management, continued focus on building a cohesive and aligned executive team and maintaining a robust potential acquisition pipeline within each of the four businesses.

The Board has determined to award the CEO an overall incentive outcome of 100% of target, or 57% of the maximum, in respect of FY21, equating to an overall value of $2,277,886. 78% of the CEO’s total Variable Incentive award (i.e. $1,777,886) will be delivered as equity, subject to shareholder approval. The equity component of the CEO’s Variable Incentive for FY21 is to be delivered as a grant of (a) share rights (50%) and (b) performance rights (50%) as follows:

(a) Share rights

• 21,560 share rights, representing a face value of $888,943, will vest on 1 September 2023 and convert into restricted shares for an additional two-year period;

• (b) Performance rights

• 10,780 performance rights, representing a face value of $444,471, will vest on 1 September 2024 subject to a three-year Compound Annual Growth Rate (CAGR) absolute Total Shareholder Return (TSR) hurdle and convert into restricted shares for an additional 12 months; and

• 10,780 performance rights, representing a face value of $444,471, will vest on 1 September 2025 subject to a four-year CAGR absolute TSR hurdle and convert into unrestricted shares.

Any restricted shares received on conversion of share rights or performance rights will be eligible to receive dividends and will be released from restrictions on 1 September 2025. Share rights and performance rights are not eligible to receive dividends.

The absolute three and four-year CAGR TSR performance hurdles will be aligned to the following achievement scale:

COMPOUND ANNUAL GROWTH IN TSR PERCENTAGE OF RELEVANT TRANCHE OF PERFORMANCE RIGHTS THAT VEST	COMPOUND ANNUAL GROWTH IN TSR PERCENTAGE OF RELEVANT TRANCHE OF PERFORMANCE RIGHTS THAT VEST
Less than 7 % per annum	0%
7% to 10% per annum	Straight-line vesting from
	50% to 100%
10% or above per annum	100%

The number of share rights and performance rights for which shareholder approval is sought for FY21 performance was determined by dividing $1,777,886 by the face value of a Perpetual share, calculated using the five-day Volume Weighted Average Price leading up to and including 1 September 2021, this being $41.23.

At Perpetual, risk is a key component of the performance framework. The Board will have discretion to adjust or clawback vested and unvested equity based on risk behaviour and will have additional malus and clawback powers under the terms of the grant and Perpetual’s policy.

Treatment of share rights and performance rights on cessation of employment

If Mr Rob Adams ceases employment with the Company due to resignation by Mr Rob Adams or summary dismissal by Perpetual, all Mr Rob Adams’ unvested share rights or performance rights will lapse. Restricted shares are retained on resignation (subject to the original conditions and restriction period) but are forfeited in the case of summary dismissal.

Should termination occur:

• due to termination by the Company with notice;

• redundancy;

• retirement (subject to Board approval);

• by Mr Rob Adams because of illness or injury; or

• by mutual agreement between the Company and Mr Rob Adams,

unvested share rights, performance rights and restricted shares will be retained with vesting conditions and restriction periods continuing to apply, unless the Board determines otherwise.

If termination occurs due to Mr Rob Adams’ death, all unvested performance rights and restricted shares will immediately vest and be released, subject to Board approval.

Perpetual Notice of Annual General Meeting 2021

12

Explanatory Memorandum

Other Board discretions under the Variable Incentive Plan

The Board has discretion to make changes under the Variable Incentive Plan. For example, the Board has discretion to:

• determine that all or a specified number of Mr Rob Adams’ unvested share rights or performance rights vest, or restricted shares become unrestricted, in various change of control circumstances, having regard to all the relevant circumstances;

• exercise malus and clawback powers; and

Details of any share rights and performance rights issued under the Variable Incentive Plan will be published in Perpetual’s Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of rights under the Variable Incentive Plan after this resolution is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

• amend or add to the terms of the Variable Incentive Plan.

The Company’s Remuneration Report for the financial year ended 30 June 2021 contains further details about the Variable Incentive Plan.

If shareholders do not approve the grant to the Managing Director and CEO

The equity component of the Variable Incentive is a very important part of the CEO’s total remuneration package. If shareholder approval is not obtained, the Board will consider alternative arrangements to appropriately remunerate and incentivise the CEO. This alternative incentive will be equivalent in value to the equity Mr Rob Adams would have received had shareholder approval been obtained and will be subject to the same vesting periods, performance hurdles and, so far as is possible, other terms and conditions.

Other information provided in accordance with the ASX Listing Rules

Share rights and performance rights are granted to the CEO as part of the CEO’s variable remuneration. The CEO is not required to pay any cash consideration to receive rights, or to receive restricted shares on vesting of share rights or performance rights.

Perpetual grants the award in the form of share rights and performance rights because they create share price alignment between Mr Rob Adams and shareholders but do not provide Mr Rob Adams with the full benefits of share ownership (such as dividend and voting rights) unless the rights vest.

No loans will be provided in relation to the grant.

10,551 share rights and 54,426 performance rights have previously been issued to Mr Rob Adams under the Variable Incentive Plan (at no cost to him).

If approval is given for the purposes of ASX Listing Rule 10.14 the share rights and performance rights will be issued no later than 12 months after the 2021 AGM.

Listing Rule 10.15.4 requires this Notice of Meeting to include details (including the amount) of Mr Adams’ current total on-target remuneration package:

Total Fixed Remuneration	$1,302,776
(includingsuperannuation)
Variable Incentive cash	$500,000
	(at target)1
Variable Incentive share rights	$888,943
(unhurdled equity)	(at target)1
Variable Incentive performance	$1,028,943
rights (hurdled equity)	(at target)1

1. The Variable Incentive at maximum is 175% of the target award.

A voting exclusion applies to resolutions 6(a) and 6(b), as set out earlier in the Notice of Meeting.

The Directors (with Mr Rob Adams abstaining) unanimously recommend that Shareholders vote in favour of resolutions 6(a) and 6(b). The Chairman of the AGM intends to vote all available proxies in favour of resolutions 6(a) and 6(b).

RESOLUTION 7: Renewal of Proportional Takeover Provisions

Clause 11.9 and Schedule 2 of the Company’s Constitution contain provisions relating to proportional takeovers ( Proportional Takeover Provisions ).

This is a special resolution. For a special resolution to pass, at least 75% of the votes cast by members entitled to vote on the resolution must be in favour. If this special resolution is approved and a takeover bid is subsequently made for some but not all of each Shareholder’s shares, the Proportional Takeover Provisions will enable Shareholders as a whole to vote on whether the proportional bid should be allowed to proceed, independently from their individual decisions whether or not to accept the bid.

Under the Corporations Act, Shareholder approval of provisions relating to proportional takeovers extend for a three year period. Once the three year period elapses those provisions cease to have effect unless Shareholder approval is renewed by special resolution.

Perpetual Notice of Annual General Meeting 2021

13

Explanatory Memorandum

The Proportional Takeover Provisions were last refreshed at the Company’s 2018 AGM and will expire shortly after the 2021 AGM if they are not renewed.

Item 7 is a special resolution to renew the Proportional Takeover Provisions for a further three years.

More detail about the renewal of the Proportional Takeover Provisions is set out below.

What is a proportional takeover bid, and why do we need the proportional takeover provisions?

A proportional takeover bid (also referred to as a ‘partial takeover bid’) involves the bidder offering to buy a proportion of each Shareholder’s shares in the Company. This means that control of the Company may pass without Shareholders having the chance to sell all their shares to the bidder. It also means the bidder may take control of the Company without paying an adequate amount for gaining control.

In order to deal with this possibility, the Company may provide in its Constitution that:

• in the event of a proportional takeover bid being made for shares in the Company, members are required to vote by ordinary resolution and collectively decide whether to accept or reject the offer; and

• the majority decision of the Company’s Shareholders will be binding on all individual Shareholders.

The Board considers that Shareholders should be able to vote on whether a proportional takeover bid ought to proceed. Such a bid might otherwise allow control of the Company to change without Shareholders being given the opportunity to dispose of all their shares for a satisfactory control premium. The Board also believes that the right to vote on a proportional takeover bid may avoid Shareholders feeling pressure to accept the bid even if they do not want it to succeed.

What is the effect of the Proportional Takeover Provisions?

If a proportional takeover bid is made, the Board must ensure that Shareholders vote on a resolution to approve the bid more than 14 days before the bid period closes.

The vote is decided on a simple majority. Each person who, as at the end of the day on which the first offer under the bid was made, held bid class securities is entitled to vote, except for the bidder and its associates, who are not allowed to vote.

If the resolution is not passed, transfers which would have resulted from the acceptance of a bid will not be registered and the bid will be taken to have been withdrawn. If the bid is approved (or taken to have been approved), the transfers must be registered if they comply with the Corporations Act and the Company’s Constitution.

The Proportional Takeover Provisions do not apply to full takeover bids and only apply for three years after the date of approval. The provisions may be renewed, but only by a special resolution. Similar provisions are commonly found in the constitutions of publicly-listed companies on the ASX and are regularly renewed.

Potential advantages and disadvantages

The renewal of the Proportional Takeover Provisions will allow the Board to ascertain Shareholders’ views on a proportional takeover bid. It does not otherwise offer any advantage or disadvantage to the Board who remain free to make their own recommendation as to whether the bid should be accepted.

The provisions will ensure that all Shareholders have an opportunity to study a proportional bid proposal and vote on the bid at a general meeting. This is likely to ensure a potential bidder structures its offer in a way which is attractive to a majority of Shareholders, including appropriate pricing. Similarly, knowing the view of the majority of Shareholders may help individual Shareholders assess the likely outcome of the proportional takeover when determining whether to accept or reject the offer.

However, it is also possible that the inclusion of such provisions in the Constitution may discourage proportional takeover bids. It may reduce any speculative element in the market price of the Company’s shares arising from the possibility of a takeover offer being made. The inclusion of the provisions may also be considered to constitute an unwarranted additional restriction of the ability of Shareholders to freely deal with their shares.

The Board considers that the potential advantages for Shareholders of the Proportional Takeover Provisions outweigh the potential disadvantages.

There have been no proportional takeover bids for the Company during the period that the Proportional Takeover Provisions have been in effect. Therefore, there has been no example against which to review the advantages or disadvantages of the provisions for the Board and the Shareholders, respectively, during this period.

At the date this statement was prepared, the Board is not aware of a proposal by a person to acquire, or to increase, a substantial interest in the Company.

The Board unanimously recommend that Shareholders vote in favour of the special resolution to renew the Proportional Takeover Provisions in the Company’s Constitution.

Perpetual Notice of Annual General Meeting 2021

14

Directory

NEW SOUTH WALES

Angel Place Level 18, 123 Pitt Street Sydney NSW 2000

QUEENSLAND

Central Plaza 1 Level 15, 345 Queen Street Brisbane QLD 4000

AUSTRALIAN CAPITAL TERRITORY

Level 9, Nishi Building 2 Phillip Law Street Canberra ACT 2601

VICTORIA

Level 28 and 29 Rialto South Tower 525 Collins Street Melbourne VIC 3000

SOUTH AUSTRALIA

Level 11, 101 Grenfell Street Adelaide SA 5000

WESTERN AUSTRALIA

Exchange Tower Level 29, 2 The Esplanade Perth WA 6000

SINGAPORE

16 Collyer Quay #07-01 Singapore 049318

TRILLIUM ASSET MANAGEMENT:

Boston

Two Financial Center 60 South Street, Suite 1100 Boston, MA 02111 USA

San Francisco

160 Spear Street, Suite 250 San Francisco, CA 94105 USA

Portland

721 NW Ninth Avenue, Suite 250 Portland, OR 97209 USA

London

20 North Audley Street London W1K 6LX United Kingdom

Edinburgh

15 Queen Street Edinburgh EH2 1JE United Kingdom

BARROW HANLEY GLOBAL INVESTORS:

Dallas

2200 Ross Avenue, 31st Floor Dallas, TX 75201 USA

CHICAGO

155 N Wacker Drive Suite 4250 Chicago, IL 60606 USA

Hong Kong

Unit 22, Level 10 BOC Group Life Assurance Tower 139 Des Voeux Road Central Central Hong Kong

AMSTERDAM

Apollolaan 151 1077AR Amsterdam Netherlands

Perpetual Limited ABN 86 000 431 827

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LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL 

Perpetual Limited C/- Link Market Services Limited Locked Bag A14, Sydney South NSW 1235; OR to the Company’s registered office Level 18, Angel Place, 123 Pitt Street, Sydney, NSW, 2000

BY FAX



+61 2 9287 0309; or +61 2 8256 1427

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000; OR to the Company’s registered office Level 18, Angel Place, 123 Pitt Street, Sydney, NSW, 2000

 ALL ENQUIRIES TO

Telephone: +61 1300 732 806

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Perpetual Limited and entitled to attend and vote hereby appoint: Name the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the Meeting (mark box) person or body corporate you are appointing as your proxy Email or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (Sydney time) on Thursday, 21 October 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1, 6(a) and 6(b): If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 6(a) and 6(b), even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote available proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 10:00am (Sydney time) on Tuesday, 19 October 2021. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Adoption of Perpetual’s Remuneration 5 Confirmation of the appointment of Report for the financial year ended Ms Mona Aboelnaga Kanaan as a new 30 June 2021 Non-executive Director

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• 2 Re-appointment of Mr Craig Ueland as a Non-executive Director

• 6a Grant of Share Rights to the Managing Director and CEO

• 6b Grant of Performance Rights to the Managing Director and CEO

• 3 Re-appointment of Mr Ian Hammond as a Non-executive Director

  • 7 Renewal of the proportional takeover provisions in the Company’s Constitution for a further period of three years

• 4 Re-appointment of Ms Nancy Fox as a Non-executive Director

• 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.



SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’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 company’s constitution and the Corporations Act 2001 (Cth).

PPT PRX2101N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. If you leave this section blank, or if your named proxy does not attend the Meeting online, the Chairman of the Meeting will be your proxy. If your named proxy attends the Meeting online but does not vote on a poll on a resolution in accordance with your directions, the Chairman of the Meeting will become your proxy in respect of that resolution. A proxy need not be a shareholder of the Company.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to participate in the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to the meeting in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au. Completed certificates and supporting documents evidencing the appointment should be lodged with the Company’s share registry no later than 10:00am (Sydney time) on Tuesday, 19 October 2021 unless they have previously been provided.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (Sydney time) on Tuesday, 19 October 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged:

PROXY VOTING BY THE CHAIRMAN OF THE MEETING

• ONLINE

On a poll, the Chairman of the Meeting will vote directed proxies as directed  and may vote undirected proxies as the Chairman of the Meeting sees fit. www.linkmarketservices.com.au If the Chairman of the Meeting is your proxy or becomes your proxy by Login to the Link website using the holding details as shown default, and you do not provide voting directions, then by submitting the on the Proxy Form. Select ‘Voting’ and follow the prompts to Proxy Form you are expressly authorising the Chairman of the Meeting lodge your vote. To use the online lodgement facility, to exercise your proxy on resolutions that are connected directly or shareholders will need their “Holder Identifier” (Securityholder indirectly with the remuneration of a member of the Company’s KMP. Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form). VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT You may direct your proxy how to vote by placing a mark in one of the BY MOBILE DEVICE QR Code boxes opposite each item of business. All your shares will be voted in Our voting website is designed specifically accordance with such a direction unless you indicate only a portion of for voting online. You can now lodge voting rights are to be voted on any item by inserting the percentage or your proxy by scanning the QR code number of shares you wish to vote in the appropriate box or boxes. If you adjacent or enter the voting link do not mark any of the boxes on the items of business, your proxy may www.linkmarketservices.com.au into vote as he or she chooses. If you mark more than one box on an item your your mobile device. Log in using the vote on that item will be invalid. Holder Identifier and postcode for your APPOINTMENT OF A SECOND PROXY shareholding. You are entitled to appoint up to two persons as proxies to attend the To scan the code you will need a QR code reader application Meeting online and vote on a poll. If you wish to appoint a second proxy, which can be downloaded for free on your mobile device. an additional Proxy Form may be obtained by telephoning the Company’s

share registry or you may copy this form and return them both together.  BY MAIL Perpetual Limited To appoint a second proxy you must: C/- Link Market Services Limited (a) on each of the first Proxy Form and the second Proxy Form state the Locked Bag A14 percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of Sydney South NSW 1235 votes that each proxy may exercise, each proxy may exercise half your Australia votes. Fractions of votes will be disregarded; and OR (b) return both forms together. Perpetual Limited SIGNING INSTRUCTIONS Level 18, Angel Place You must sign this form as follows in the spaces provided: 123 Pitt Street Individual: where the holding is in one name, the holder must sign. Sydney NSW 2000

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

 BY FAX +61 2 9287 0309; or +61 2 8256 1427  BY HAND

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

delivering it to Link Market Services Limited* Level 12, 680 George Street Sydney NSW 2000 OR Perpetual Limited Level 18, Angel Place 123 Pitt Street Sydney NSW 2000

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

Perpetual Limited ABN 86 000 431 827

LODGE YOUR QUESTIONS

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ONLINE  www.linkmarketservices.com.au

BY MAIL  Perpetual Limited C/- Link Market Services Limited Locked Bag A14, Sydney South NSW 1235; OR to the Company’s registered office Level 18, Angel Place, 123 Pitt Street, Sydney, NSW, 2000

 BY FAX

+61 2 9287 0309; or +61 2 8256 1427

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000; OR to the Company’s registered office Level 18, Angel Place, 123 Pitt Street, Sydney, NSW, 2000

• ALL ENQUIRIES TO

Telephone: +61 1300 732 806

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X99999999999
X99999999999
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X99999999999 Please use this form to submit any questions about Perpetual Limited (“the Company”) that you would like us to respond to at the Company’s 2021 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report. This form must be received by the Company’s share registrar, Link Market Services Limited, by 5.00pm (Sydney Time) on Thursday, 14 October 2021. Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders. My question relates to (please mark the most appropriate box) Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction

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Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome – Version 44 & 45 and after

• Firefox – 40.0.2 and after

• Safari – OS X v10.9 & OS X v10.10 and after

• Internet Explorer 9 and up

• Microsoft Edge - 92.0 and after

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

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Step 1

Open your web browser and go to https://agmlive.link/PPT21

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

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Step 2

Log in to the portal using your full name, mobile number, email address, and participant type.

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

• On the left – a live video webcast of the Meeting

• On the right – the presentation slides that will be addressed during the Meeting

If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

• At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

2 • Link Group Virtual Meeting Online Guide

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

Link Group Virtual Meeting Online Guide • 3

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

The ‘Ask a Question’ box will then pop up with two sections for completion.

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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

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3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

Voting will end 5 minutes after the close of the Meeting.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

4 • Link Group Virtual Meeting Online Guide

5. Phone Participation

Asking a Question

Step 1

What you will need

• a) Land line or mobile phone

• b) The name and securityholder number of your holding/s

• c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363

Joining the Meeting via Phone

When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.

Step 2

Please advise if your question relates to an item of business or General Business. The moderator will make a note and ask if you have any additional questions.

Step 1

From your land line or mobile device, call:

• Australia Toll Free: 1800 875 033

• Brisbane: +61 731 454 068

• Sydney: +61 291 898 867

Step 2

You will be greeted with a welcome message and provided with instructions on how to participate in the Meeting. Please listen to the instructions carefully.

At the end of the welcome message you will be asked to provide your PIN by the moderator. This will verify you as a securityholder and allow you to ask a question on the resolutions at the Meeting.

Step 3

When it is time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking.

Note: If at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you have also joined the Meeting Online, we ask that you mute your laptop, desktop, tablet or mobile device while you ask your question.

Step 4

Your line will be muted once your question has been answered.

Step 3

Once the moderator has verified your details you will be placed into a waiting room where you will hear music playing.

Note: If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to ask a question.

Step 4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

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Contact us

Australia T +61 1800 990 363