Perpetual Limited — Director's Dealing 2017

Feb 26, 2017

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27 February 2017

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

Perpetual Limited ABN 86 000 431 827 Level 18 Angel Place 123 Pitt Street Sydney GPO Box 4172 Sydney NSW 2001 Australia DX 365 Sydney Telephone 02 9229 9000 Facsimile 02 8256 1461

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 November 2016, Perpetual Performance Rights which formed part of Mr Lloyd’s 2013 Long Term Incentive (LTI) arrangements vested to Mr Lloyd as ordinary shares when performance hurdles were achieved and Performance Rights which did not meet the required performance hurdles, were forfeited. Due to an administrative oversight, this vesting and forfeiture were not advised to the ASX at the time and are 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

Glenda Charles Company Secretary

Phone: 02 9229 9000 E-mail: glenda.charles@perpetual.com.au

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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.

We (the entity) give ASX the followingthe director for the purposes of section	information under listing rule 3.19A.2 and as agent for205G of the Corporations Act.
Name of Director	Geoff Lloyd
Date of last notice	7 October 2016

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 therelevant interest.	OrdinarySharesheldbyQueenslandTrusteesPtyLimitedastrusteeforPerpetual’s Long Term Incentive Plan.Geoff Lloyd is the beneficial holder of theseshares.Ordinary Shares held by Equitas NomineesPty Ltd. Geoff Lloyd is the beneficial holderof these shares.
Date of change	3 November 2016
No. of securities held prior to change	Direct90,589 Performance Rights held by GeoffLloyd.10,611 ordinary shares held by Geoff LloydIndirect21,730 ordinary shares held by QueenslandTrusteesPtyLimitedastrusteeforPerpetual’s Long Term Incentive Plan.Geoff Lloyd is the beneficial holder of theseshares.11,315 Ordinary shares held by EquitasNominees Pty Ltd. Geoff Lloyd is thebeneficial holder of these shares.

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Appendix 3Y Change of Director’s Interest Notice

	Class	Class	Ordinary Shares	Ordinary Shares	Ordinary Shares
	Number acquired		19,855 pof Mr Llo	erformance rights which formed partyd’s 2013 Long Term Incentive (LTI)
			arrangemafter TSR	ents, vested as ordinary sharesand EPS hurdles were achieved.
	Number disposed		5,600 peof Mr Llo	rformance rights which formed partyd’s 2013 Long Term Incentive (LTI)
			arrangemEPS hur	ents were forfeited after TSR anddles were not met.
	Value/ConsideratioNote: If consideratiestimated valuation	non is non‐cash, provide details and	25455	erformance rihts @ 3457 er
			,performa	p g . pnce right
	No. of securities h	eld after change	Direct65,134Lloyd.	Performance Rights held by Geoff
			30,466 oIndirect	rdinary shares held by Geoff Lloyd
			21,730 oTrustees	rdinary shares held by Queensland PtyLimitedastrusteefor’
			PerpetuaGeoff Lloshares.	ls Long Term Incentive Plan.yd is the beneficial holder of these
			11,315Nomineebeneficia	Ordinary shares held by Equitass Pty Ltd. Geoff Lloyd is thel holder of these shares.
	Nature of change
	Example: on‐marketoptions, issue of seplan, participation in	trade, off‐market trade, exercise ofcurities under dividend reinvestmentbuy‐back	Performa2013 LTafter TSd P	nce Rights issued under Mr Lloyd’sI grant vested as ordinary sharesR and EPS hurdles were achievedRih ffid
			an erthey did	ormance gts were orete asnot meet the hurdles.
Part 2 – Change		of director’s interests in contracts

Part 2 – Change of director’s interests in contracts

Detail of contract Not Applicable

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Appendix 3Y Change of Director’s Interest Notice

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

Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	Not applicable
If so, was prior written clearance provided to allow the tradeto proceed during this period?	Not applicable
If prior written clearance was provided, on what date was thisprovided?	Not applicable

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