Perpetual Limited — Capital/Financing Update 2005

Feb 27, 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).

1	+ Class of + securities issued or to beissued	Ordinary shares and options in respect ofordinary shares
$\overline{c}$	Number of *securities issued or tobe issued (if known) or maximumnumber which may be issued	37,671 ordinary shares4,248 options
3	Principal terms of the securities(eg, if options, exercise price andexpiry date; if partlypaid*securities, the amount outstandingand due dates for payment; if*convertiblesecurities.theconversion price and datesforconversion)	Shares are issued to Queensland Trustees PtyLimited, the trustee of Perpetual's ExecutiveShare Plan for the benefit of executives for thepurposes of long term incentive arrangements.Options are issued pursuant to Perpetual'sExecutive Option Plan for the purposes of longterm incentive arrangements.

I

Do the + securities rank equally in allrespects from the date of allotmentwith an existing *class of quoted*securities?	not quoted.	Yes in relation to ordinary shares. Options are
If the additional securities do notrank equally, please state:the date from which they dowhich theytheextent$\mathfrak{t}$participate for the next dividend,οfthecase(n 1 )atrust.distribution) or interest paymentthe extent to which they do not٠rank equally, other than inrelation to the next dividend,distribution or interest payment
Issue price or consideration		36,609 shares at an issue price of $49.67
		1,062 shares at an issue price of $47.08
	each
	each
(If issued as consideration for theacquisition of assets, clearly identifythose assets)
uncertificated holdings or despatchof certificates
Numberand*classοfall	38,983,631	+ ClassOrdinary
(including the securities in clause2 if applicable)
	Purpose of the issueDates of entering *securities into*securitiesquotedon$\mathbf{ASX}$	each4,248 options at an exercise price of $47.08As set out in section 325 February 2005Number

$\overline{Q}$ Number and *class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
918,894	Options issuedat
	various exercise prices
	to participants$\mathbf{in}$
	Perpetual's Executive
	Option Plan

$10$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Rank pari passu with existing securities from date of allotment

Part 2 - Bonus issue or pro rata issue

• $11$ $\mathbf{I}\mathbf{s}$ security holder approval required? $12$ Is the issue renounceable or nonrenounceable? 13 Ratio in which the "securities will be offered $14$ *Class of *securities to which the offer relates 15 *Record date fo determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in
• relation to fractions
• 18 Names of countries in which the entity has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt οf acceptances or renunciations

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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 iscontingenton"security holders"approval,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 - Ouotation of securities

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

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

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

• 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

35

A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

• Number of securities for which 38 *quotation is sought
• 39 Class of *securities for which quotation is sought
• $401$ 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
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

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

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

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

Number	+ Class

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Ouotation agreement

• $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the "securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not for $\bullet$ 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 $\bullet$ *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: 25 February 2005

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