Perpetual Limited — Capital/Financing Update 2005

Feb 24, 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 17796. Origin: Appendix 5. Amended 17798, 17999, 171/2000, 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).

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

Ordinary

590.326

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

Shares are being issued to the trustee of Perpetual's Global Employee Share Trust which has been established for the benefit of the employees of Perpetual's global equities business. Shares will vest to the employees over seven years subject to the achievement of revenue targets.

$\overline{4}$ 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 $\bullet$
• the extent to which they $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not ٠ rank equally, other than in relation to the next dividend. distribution or interest payment.
• 5 Issue price or consideration

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

576,712 @ $48.09 13,614 @ $63.56

Yes

As set out in section 3

$\overline{\tau}$ Dates of entering *securities into uncertificated holdings or despatch of certificates

24 February 2005

8 Number and *class of – aIl *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
38,945,960	Ordinary

xdoc35833

$\overline{9}$ Number and *class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
914,646	Options issuedat
	various exercise prices
	to participants in
	Perpetual's Executive
	Option Plan

$1010$ 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	[s]securityholderapprovalrequired?
$12 \overline{ }$	Is the issue renounceable or non-renounceable?
13	Ratio in which the "securities willbe offered
14	*Class of *securities to which theoffer relates
15	*Recorddeterminedatetοentitlements
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 who willnot be sent new issue documents
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19.	Closingofdateforreceiptacceptances or renunciations

20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amount of any handling fee payableto brokers who lodge acceptancesrenunciations on behalf ofOľ.*security holders25If the issue is contingent$-0$*security holders' approval, the dateof the meeting26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitledIf the entity has issued options, and27the terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholdersDate rights trading will begin (if28applicable)Date rights trading will end (if29applicable)How do *security holders sell their30entitlements in full through abroker?31How 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)
• $(a)$ Securities described in Part 1
• $(b)$

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

• $35$ 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
• Class of *securities for which 39 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
• 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

xdoc35833

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ 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 $\bullet$ for an illegal purpose.
  • There is no reason why those *securities should not be granted *quotation.
  • An offer of the securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

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

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

• 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: 24 February 2005

= == == == =

Xdoc35833

22/2/2005