Perpetual Limited — Capital/Financing Update 2005

Jun 28, 2005

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

Perpetual Trustees Australia Limited

ABN

86 000 431 827

We (the entity) give ASX the following information.

Part 1 - All issues

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

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

• $\overline{\phantom{a}}$ Number of +securities issued or to 988,324 be issued (if known) or maximum number which may be issued
• 3 Principal terms of the "securities" (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities. the conversion price and dates for conversion)

The new ordinary shares will be issued as fully paid and will have the same voting and dividend rights as the existing ordinary shares.

4	respects from the date of allotment with an existing "class of quoted $\int$ ASX.*securities?	Do the *securities rank equally in all Yes. The new ordinary shares will rank equallywith existing ordinary shares quoted by the
	If the additional securities do notrank equally, please state:

Issued

29 June 2005

as

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration

6Purpose of the issue
	(If issued as consideration for the
	acquisition of assets, clearly identify
	those assets)

value of $53.12 per share. Delivery of long-term incentive arrangements for certain key employees in Perpetual's asset management team.

$of$

arrangements for certain key employees in Perpetual's asset management team based on a

part

long-term

incentive

Dates of entering "securities into
uncertificated holdings		or 1
despatch of certificates

Number	+ Class
40,108,170	Ordinary

8	Number and "class of	-all
	*securities quoted on ASX
	(including the securities in clause)
	2 if applicable)

and $\tau$ class of all 82Number
securities not quoted on ASX
( including the securities in clause
2 if applicable)

Number	+ Class
827,100	Options issued- at
	various exercise prices
	to participantsin
	Perpetual's Executive
	Option Plan

Dividend policy (in the case of a Rank pari passu with existing securities from $10$ trust, distribution policy) on the date of allotment increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	holdersecurityapprovalIsrequired?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the "securities willbe offered
14	+ Class of + securities to which theoffer relates
15	*Recorddeterminedatetoentitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has "security holders whowillnotbesent newissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	$\sigma$ f $\vert$Closingdateforreceipt

acceptances or renunciations

20	Names of any underwriters
21	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amount of any handlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of *security holders
25.	If the issue is contingentonsecurity holdersapproval, thedate of the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do *security holders sell theirentitlements in full through- abroker?
31	How do "security holders sell partof their entitlements through abroker and accept for the balance?

• 32 How do *security holders dispose of their entitlements (except by sale through a broker)?
• 33 +Despatch date

Part 3 - Quotation of securities

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

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

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

$(b)$

• If the *securities are *equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders
• 36 If the "securities are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over

37

A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

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

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

• the date from which they do ٠
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not $\bullet$ rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

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

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

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

Number	+ Class

Ouotation agreement

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

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the "securities to be quoted, it has been provided at the time that we request that the *securities be quoted.

• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before "quotation of the "securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

Joanne Hawkins Company Secretary Date: 29 June 2005

$\begin{tabular}{lllllllllllllll} \toprule \multicolumn{1}{cc}{0.08cm} \multicolumn{1}{c}{\textbf{min}} & \multicolumn{1}{c}{\textbf{min}} & \multicolumn{1}{c}{\textbf{min}} & \multicolumn{1}{c}{\textbf{min}} & \multicolumn{1}{c}{\textbf{min}} \ \multicolumn{1}{c}{\textbf{min}} & \multicolumn{1}{c}{\textbf{min}} & \multicolumn{1}{c}{\textbf{min}} & \multicolumn{1}{c}{\textbf{min}} & \multicolumn{1}{c}{\textbf{min}} \ \multicolumn{1}{c}{\textbf{min}} & \multicolumn{1}{c}{\text$