Perpetual Limited — Director's Dealing 2014

Nov 5, 2014

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Perpetual Limited ABN 86 000 431 827

6 November 2014

Level 12 Angel Place 123 Pitt Street Sydney GPO Box 4172 Sydney NSW 2001 Australia DX 365 Sydney Telephone 02 9229 9000 Facsimile 02 8256 1461

The Companies Office ASX Limited Level 6 Exchange Centre 20 Bridge St SYDNEY NSW 2000

Dear Sir/Madam

Perpetual Limited (“Perpetual”) – Appendix 3y – Geoff Lloyd

Attached is an Appendix 3Y for Geoff Lloyd, Perpetual’s Managing Director and CEO.

In March 2014, 12,273 Perpetual shares which had been previously allocated to Mr Lloyd as part of his long term incentive arrangements did not meet the required performance hurdles and were accordingly forfeited. Due to an administrative error, this forfeiture was not advised to the ASX at the time and is now included in the attached Appendix 3Y.

Perpetual has in place a policy regarding the notification by directors of any change in their interests that satisfies Listing Rule 3.19 (A) which is notified to all directors on their appointment.

Yours sincerely

Joanne Hawkins Company Secretary

Phone: 02 9229 9000 E-mail: joanne.hawkins@perpetual.com.au

D14/394

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001. Amended 01/01/11

Name of entity Perpetual Limited ABN 86 000 431 827

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Geoff Lloyd
Date of last notice	11 September 2014

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Direct or indirect interest	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Ordinary Shares held by Queensland Trustees Pty Limited as trustee for Perpetual’s Executive Share Plan and Perpetual’s Long Term Incentive Plan. Geoff Lloyd is the beneficial holder of these shares.
Date of change	30 October 2014
No. of securities held prior to change	Direct 62,838 Performance Rights held by Geoff Lloyd. 22,409 Ordinary shares held by Geoff Lloyd Indirect 12,273 ordinary shares held by Queensland Trustees Pty Limited as trustee for Perpetual’s Executive Share Plan. Geoff Lloyd is the beneficial holder of these shares. 47,623 ordinary shares held by Queensland Trustees Pty Limited as trustee for Perpetual’s Long Term Incentive Plan. Geoff Lloyd is the beneficial holder of these shares.

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

D14/5134

Appendix 3Y Change of Director’s Interest Notice

Class	Ordinary Shares
Number acquired	20,843 ordinary shares @ $21.05 which formed part of Mr Lloyd’s 2011 Long Term Incentive (LTI) arrangements were vested after TSR and EPS hurdles were achieved.
Number disposed	12,273 ordinary shares which formed part of Mr Lloyd’s 2010 Long Term Incentive (LTI) arrangements were forfeited in March 2014, as the LTI hurdles were not met. 11,223 ordinary shares which formed part of Mr Lloyd’s 2011 Long Term Incentive (LTI) arrangements have been forfeited as the LTI hurdles were not satisfied.
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	Acquired 20,843 ordinary shares @ $21.05 per share Forfeited 12,273 ordinary shares @ $30.80 per share (March 2014) 11,223 ordinary shares @ $21.05 per share
No. of securities held after change	Direct 62,838 Performance Rights held by Geoff Lloyd. 43,252 Ordinary shares held by Geoff Lloyd Indirect 15,557 ordinary shares held by Queensland Trustees Pty Limited as trustee for Perpetual’s Long Term Incentive Plan. Geoff Lloyd is the beneficial holder of these shares.
Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	A portion of the ordinary shares held by Queensland Trustees Pty Limited as trustee for the Perpetual Long Terms Incentive Plan were vested to Mr Lloyd after TSR and EPS hurdles were achieved and the balance forfeited.

Part 2 – Change of director’s interests in contracts

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 2

D14/5134

Appendix 3Y Change of Director’s Interest Notice

Detail of contract	Not Applicable
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non‐cash, provide details and an estimated valuation
Interest after change

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	Not applicable
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3

D14/5134