Perpetual Limited — Governance Information 2016

Jun 29, 2016

Perpetual Limited ABN 86 000 431 827

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

30 June 2016

The Companies Office Australian Securities Exchange Sydney Exchange Centre 20 Bridge St SYDNEY NSW 2000

Dear Sir/Madam,

Lodgement of Trading Policy

In accordance with listing rule 12.10, attached is Perpetual's updated Policy with respect to trading in Perpetual securities by directors and employees, as approved by Perpetual's board on 23 June 2016.

Yours sincerely,

Joanne Hawkins Company Secretary

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

Group Policy – Personal Trading in Perpetual Securities

1. Objective

This policy aims to ensure that personal trading in Perpetual Securities is conducted lawfully and appropriately and that legal, regulatory and reputational risk to Perpetual, its directors and employees is minimised.

In dealing with conflicts of interest the separate Group Policy – Personal Conflicts of Interest should also be consulted.

Expressions in bold are defined in Attachment A to this policy.

2. Scope

This policy applies to each of the directors of Perpetual Limited and its employees when trading in Perpetual securities in a personal capacity. This will include situations where the director or employee exercises control over the investment decision of another person, legal entity or structure.

All temporary staff and contractors, regardless of the period of their engagement, are also required to comply with this policy as it applies to employees generally.

This policy does not apply to any proprietary trading by Perpetual, or its related entities, including trading by the relevant trustee or Perpetual for the purposes of the employee and director incentive plans.

3. Policy

Rule 1 - Prohibition on insider trading

Perpetual directors and employees must not trade in Perpetual securities when they are in possession of inside information. This prohibition applies even if there is a trading window or the director or employee has been given approval to trade under this policy.

Rule 2 - Prohibition on procuring or encouraging third parties to trade

Perpetual directors and employees must not:

• procure a third party to trade in Perpetual securities on their behalf which could result in circumventing the application of this policy; or
• encourage third parties to trade, if the director or employee has inside information regarding Perpetual securities

Rule 3 - Prohibition on speculative trading, lending, short selling or trading in associated products

Perpetual directors and employees must not trade in Perpetual securities for short term or speculative gain. All positions (with the exception of shares acquired as the result of exercising options under incentive plans) must be held for a minimum period of one month.

Short selling or taking short positions in or lending Perpetual securities is not permitted.

Entering into arrangements and/or trading in financial products issued over Perpetual securities by third parties or trading in associated products which operate to limit the economic risk of holding Perpetual securities is also prohibited.

Rule 4 – Prohibition on directors and employees taking, arranging or facilitating margin loans over their Perpetual shares

Perpetual directors and employees must not take or otherwise facilitate margin loans over their Perpetual shares.

Rule 5 - Personal trading not permitted during Prohibited Periods

Perpetual directors and employees must not trade during Prohibited Periods, which means any period which is not a designated trading window. Further details on the procedure for trading are set out at Attachment B.

Rule 6 - Personal trading not to adversely impact Perpetual's reputation, and the individual's professional reputation and ability to perform duties

Perpetual directors and employees should ensure that personal trading in Perpetual securities:

• does not interfere with their responsibilities as an officer or employee of Perpetual; and
• is on a scale consistent with their financial capacity.

Perpetual directors and employees should be mindful of the way in which any personal trading in Perpetual securities could be perceived by the market and the significant reputational damage to themselves and to Perpetual that could be caused by the appearance of insider trading.

Rule 7 - No preferential treatment

Perpetual directors and employees may participate in new share issues, rights issues and dividend reinvestment plans related to Perpetual securities, provided that they are treated the same as other shareholders and do not obtain any advantage over other shareholders.

Rule 8 – Pre-clearance for Designated Officers

Despite the existence of a trading window, trading by Perpetual directors and Designated Officers is subject to pre-clearance by Company Secretariat. All trading in Perpetual securities by Designated Officers is to be notified and approved in accordance with the procedures for Trading in Perpetual Securities before a trade is placed.

Pre-clearance is not required for participating in Perpetual dividend reinvestment plans, rights issues, new share issues or where securities are issued pursuant to employee incentive plans.

Rule 9 – Register of trading

Perpetual directors and employees must keep a register of trading in Perpetual shares. (Attachment D).

4. Procedures

The procedures for trading in Perpetual Securities (Attachment B) set out the process for implementing and complying with this policy. All directors and employees must be familiar with these procedures and the personal obligations that arise from them.

5. Monitoring Compliance

An audit of trading activity may be conducted by the Risk Group at any time to assess whether directors and employees are complying with the requirements of this policy. The audit will require employees to provide the register of personal trading (as required under the accompanying procedures) on 24-hours' notice.

6. Consequences of Non-Compliance with Policy

A breach of the insider trading laws is a serious offence that may attract both civil and criminal penalties under the Corporations Act.

Compliance with this policy is mandatory and a breach is considered to be a serious matter that will result in disciplinary action, including possible immediate dismissal.

Perpetual directors and employees must ensure that they not only comply with the letter of this policy but also the spirit, and at all times consider the risk to both Perpetual's and their own reputation when conducting their personal trading activities. They must not structure arrangements or procure third parties to trade to circumvent the operation of this policy.

7. Additional Information

This policy is administered by Corporate Services. Should you have a query in relation to the policy please contact Company Secretariat.

8. Attachments

Attachment A - Definitions

Attachment B - Procedure – Personal Trading in Perpetual Securities

Attachment C - Summary of Legal Prohibition on Insider trading

Attachment D – Register of trading

Attachment A

Definitions

Designated Officers

Those officers and employees of Perpetual who by virtue of their position have, or are likely to have, access to inside information.

While Designated Officers may vary from time to time depending on those persons who are involved in material transactions or special projects concerning Perpetual, the core group of Designated Officers is:

• directors of Perpetual Limited and its subsidiaries, including committees of subsidiary boards as relevant;
• Perpetual group executives;
• personal assistants to group executives;
• direct reports to group executives;
• finance division (select persons);
• legal services division (all persons);
• risk & compliance (all persons);
• company secretariat (all persons).

The definition of a Designated Officer includes the definition of Key Management Personnel as separately defined below**.**

Written notification will be provided to each individual identified as a Designated Officer.

Exceptional Circumstances: means circumstances which may give rise to an exemption from the prohibition against trading within a Prohibited Period. Such circumstances will generally be limited to cases of severe financial hardship of the applicant, but may include any circumstances that the person or people assessing an application to trade during a Prohibited Period deems to be of sufficient gravity to warrant the granting of an exemption from the prohibition against trading within a Prohibited Period. In assessing severe financial hardship, the assessor will have reference to, but not be limited by, both the definition and applicable guidance applied by the Australian Prudential Regulation Authority in assessing claims for the early release of superannuation on similar grounds.

Inside Information

Information concerning Perpetual's financial position, strategy or operations which if made public would be likely to have a material impact on the price of Perpetual securities. Refer to (Attachment C) for details of the Corporations Act definition.

Insider trading

Version 6 Approved June 2016 Page 4 The trading of securities based on price sensitive information that is not generally available.

Key Management Personnel Those people having authority and responsibility for planning, directing and controlling the activities of Perpetual, directly or indirectly including any executive or non-executive director.

Personal Capacity

A person will be deemed to be acting in a personal capacity in respect of personal trading, where either, the person themself, their partner or financial dependents (including minor children) can:

• exercise control over the trading; or
• substantially influence the investment decision.

A person may be acting in a personal capacity even though the trade is conducted in the name of another person or legal entity, including a corporation, trust or personal superannuation fund.

Perpetual securities means:

• shares issued by Perpetual (ordinary, preference, contributing, non-voting);
• options or performance rights granted by Perpetual to acquire shares.

Prohibited Periods means any period which is not a designated trading window. A trading window is a period of up to six weeks following the release to the market of information. The dates of trading windows may vary from year to year depending on the timing of the release of information. Further details on the procedure for trading is set out at Attachment B.

Restriction Period

• Shares issued to employees which have vested but remain in the trust can be held in the trust for a maximum period of seven years (for shares granted on or after 1 July 2009) and 10 years (for shares granted before 1 July 2009) after the shares in question have been issued.

* Releasing of shares after this period is not deemed to be trading, as the release is mandatory after this period, however if the release takes place outside of a trading window the employee must not trade in these released securities until the next trading window opens.

Trade/trading includes, relevantly:

• buying or selling Perpetual securities;

• granting, acquiring or disposing of any beneficial interest in Perpetual securities (or any option or other right to acquire or dispose of Perpetual shares);

• acquiring, transferring or exercising options or performance rights over Perpetual shares;

• trading in Perpetual securities acquired as a result of exercising options or as a result of the vesting or transfer of performance rights or shares under the director or employee incentive plans;

• releasing of vested shares held in the trust acquired through the director or employee incentive plans;

• acquiring Perpetual shares under any Perpetual employee share plan (such as the Perpetual Long-term Incentive Plan or the Deferred Share Plan), including acquiring Perpetual shares after the exercise of options or performance rights;

• applying to participate, or varying participation, in the Perpetual Dividend Reinvestment Plan;

• agreeing to do any of the above things.

However, Rules 2 to 9 of this policy do not apply to trading in the following categories:

• participation in a director or employee incentive plan operated by Perpetual, including:
  • o accepting an offer under an employee or director incentive plan and the subsequent grant of shares, options or performance rights pursuant to such an offer; and
  • o vesting of any shares, options or performance rights under an employee or director incentive plan,
• the following categories of passive trades:
  • o acquisition of Perpetual securities through a dividend reinvestment plan;
  • o acquisition of Perpetual securities through a share purchase plan available to all retail shareholders;
  • o acquisition of Perpetual securities through a rights issue; and
  • o the disposal of Perpetual securities through the acceptance of a takeover offer, scheme of arrangement or equal access buy-back;
• dealings that result in no effective change to the beneficial interest in the securities (for example, transfers of Perpetual securities already held into a superannuation fund or trust of which the person is a beneficiary, including where shares are released from a Perpetual director or employee share trust following a Restriction Period);

However, such dealings are still subject to rule 1 of the Policy.

Attachment B

Procedure for trading in Perpetual Securities

1. Trading windows

Perpetual permits personal trading in Perpetual securities by directors and employees during designated trading windows. However, despite the existence of trading windows, Perpetual directors and employees who trade during these periods still have a legal obligation to satisfy themselves that they are not in possession of inside information.

Trading windows are periods, usually following company public announcements, when Perpetual considers that all relevant information regarding the company is likely to be in the public domain. During these periods, the risk of directors and employees being in possession of, and trading on the basis of, inside information is minimised.

REMEMBER: Whenever a person is in possession of inside information, trading is prohibited - even during trading windows.

Trading windows Applying to All Directors and All Employees
Public Announcement	Window Opens	Window Closes	Period Open*
Half Year Results	At the commencement of thetrading day after the day onwhich the ASX announcementis released	At the close oftrading on thetrading day that isone month after theday on which thewindow opens	One month
Full Year Results	At the commencement of thetrading day after the day onwhich the ASX announcementis released	At the close oftrading on the daythat is six weeksafter the day onwhich the windowopens	Six weeks
Annual General Meeting- Chairman's andManaging Director'sAddress	At conclusion of meeting	At the close oftrading on the daythat is one monthafter the day onwhich the windowopens	One month

* Trading window periods may be subject to change. The exact timing of the periods will depend on the date of the ASX announcement. Directors and employees are responsible for ensuring that a trading window is open prior to notifying or placing a personal trade in Perpetual securities.

The board of Perpetual Limited may also declare ad-hoc trading windows in circumstances where the board considers the market to be fully informed.

The open and close of trading windows will be advised to all directors and employees by email/in writing, by Perpetual's Company Secretariat. A trading window may be closed early or trading may be embargoed for all or particular directors and employees, at anytime where this is necessary to manage a potential insider trading risk, or the appearance of insider trading, as detailed in Section 3.

Directors and employees subject to this policy are required to familiarise themselves with the timing of the trading windows and are responsible for ensuring their compliance. Refer to Section 6 for information about how to apply for an exemption to trade outside the trading windows.

Trades must be executed by the close of the trading window. Settlement may occur afterwards.

2. Pre-clearance Procedure for Designated Officers

2.1. Notification of Intention to Trade

Designated Officers are to provide notification of intended trading to Perpetual's Company Secretary.

Notification of an intended trade must be given in writing, and may be provided by email or memorandum. The following information regarding the Perpetual securities to be traded must be included in the communication:

• type of Perpetual security, eg ordinary shares, options;
• number of Perpetual securities;
• whether the trade is a sale or purchase;
• broker details;
• name of person/entity intending to trade.

2.2. Approval of Trades

Notification of intended trading will be referred by Company Secretariat to the following persons for approval:

Designated Officer Intending to Trade	Person to Approve Trading**
Chairman	Nominated Director *
Directors (inc Managing Director)	Chairman
Group Executive	Managing Director
Other Designated Officers	Managing Director or Company Secretary

* The Nominated Director is to be appointed by the Perpetual Limited Board from time to time.

** The Nominated Director is appointed to approve trading in the Chairman's absence (except in relation to him/herself). The Chief Financial Officer is to approve trades (except in relation to him/herself) in the absence of the Managing Director or the Company Secretary.

Applications by Designated Officers, under section 6 of this policy to trade within a Prohibited Period by reason of an Exceptional Circumstance are to be referred to the Company Secretariat in accordance with the table above.

Requests to trade will be considered as soon as possible, in order of receipt. Perpetual's Company Secretariat will advise in writing (including by email) whether approval to trade has been granted. Designated Officers must receive approval before they can proceed with the trade. It is the responsibility of the Designated Officer to follow-up a response to their request to trade with Company Secretariat. Company Secretariat will maintain a record of all written approvals or denials to trade.

Approvals to trade will be valid for five business days following the day on which approval was granted. Approval to trade is not an endorsement of the proposed trade and the Designated Officer is responsible for their compliance with insider trading laws.

Approvals may be withdrawn, varied or the period of approval shortened where:

• the power of veto has been exercised and communicated to the Designated Officer in accordance with Section 3 of these procedures;
• approval is granted within five days of the close of a trading window, in which case the approval will expire at the end of the trading window.

Approval to trade may be denied at the absolute discretion of the person charged with approving the trade. The person approving the trade may consider any reasons he/she considers appropriate, including the appearance of insider trading and the significant reputational damage that may cause Perpetual and the Designated Officer.

The Designated Officer is not entitled to receive any reasons for why the trade is denied. If approval is denied, the Designated Officer must keep that information confidential and not disclose it to anyone.

Where approval to trade is denied, or the approval period has expired, the Designated Officer may reapply. If a Designated Officer wants to reapply, it is their responsibility to make further requests to trade until such time as a trade is permitted.

Details of completed trades, and copies of relevant contract notes, are to be maintained in the Register of Personal Trading in accordance with Sections 4 and 5 of these procedures.

3. Power of Veto

Despite the fact that a trading window is open, or that an individual Designated Officer has been given approval for an intended trade, it may be necessary to veto trading for legal or perception reasons. The veto may apply to an individual, group, division or all directors or employees.

The power of veto is reserved to the Chairman and the Managing Director. Jointly they can:

• overturn any approval to a Designated Officer to trade; or
• close a trading window without prior notice.

This power of veto may be exercised where a matter has arisen which renders it inappropriate for personal trading in Perpetual securities to be conducted by an individual, group, division or all directors and employees. This may occur in the following situations:

• significant outflows in Perpetual Investments;
• a takeover approach is made;
• significant trading by Perpetual and related entities in Perpetual securities.

Where the Chairman or Managing Director is not available, or the veto involves one of them personally (eg overturning their approval to trade) the veto decision should be considered by whichever of them is not personally involved and a nominated director.

Where the power of veto has been exercised this will be immediately communicated in writing to the individual or group affected.

4. Trading through Brokers of Choice/Contract Notes

Perpetual directors and employees can place their personal trades in Perpetual securities with any broker of their choice.

Contract notes for trades must be kept and attached to the Register of Personal Trading, to be maintained in accordance with Section 5 of these procedures.

5. Register of Personal Trading

All Perpetual directors and employees are required to maintain details of trading in Perpetual securities in a personal capacity in a Register of Personal Trading, in the approved form (Attachment D).

The Register is to be made available for inspection as required by relevant regulators or for review by Risk Group.

6. Exemptions

Requests for exemption from the requirements of these procedures should be directed in writing to the Company Secretary. Exemptions will only be granted in Exceptional Circumstances and only where:

• there is no legal risk of insider trading and no risk of the appearance of insider trading;
• trading is not prohibited by virtue of Part 3 of these procedures; and
• the person requesting the exemption has certified, in such form as is required, that they are not in possession of inside information regarding Perpetual.

Exemptions will be considered:

• for Designated Officers, in accordance with the table in section 2.2; or
• for all other employees, by the Managing Director and the Company Secretary, acting jointly. Where the Managing Director or the Company Secretary is not available, the exemption will be considered by the Chairman.

Where the exemption is made in respect of a Designated Officer who is a director of Perpetual Limited and the director then deals in Perpetual Securities in accordance with the exemption, the ASX will be notified of the trade in accordance with the requirements of the ASX Listing Rules.

7. Further Disclosure Requirements

Trading in Perpetual securities in a personal capacity may result in disclosure obligations to regulators. These include notification to the ASX of:

• any trading in Perpetual's securities by directors (within five days of the trade);

• changes to substantial shareholdings as a result of trading by directors and executive officers in a personal capacity.

Attachment C

Summary of Legal Prohibition on Insider trading

This description of the legal prohibition on insider trading is provided for information purposes only and is not intended as legal advice, and is not to be relied upon as such. Perpetual directors and employees are responsible for ensuring their actions comply with relevant legal and regulatory requirements.

Part 7.10 (Division 3) of the Corporations Act, 2001 ('Act') regulates the prohibition on insider trading. Generally insider trading refers to trading of financial products that can be traded on a financial market, based on price sensitive information that is not generally available.

(a) Information

Information is defined in Section 1042A of the Act (Corporations Act Section 1042A). It may be obtained verbally or in writing.

Information includes:

• matters of supposition and other matters that are insufficiently definite to warrant being made known to the public (that is, inferences or conclusions drawn from potential outcomes); and
• matters relating to the intentions, or likely intentions of a person.

Examples include:

• merger and takeover discussions;
• possible profit warnings;
• possible departure of key personnel.

(b) Information which is not generally available

Section 1042C of the Act provides that information is generally available when:

• it consists of a readily observable matter; or
• it has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in financial products whose price might be affected by the information (and deductions, conclusions or inferences made or drawn as a result of such), and since it has been made known, a reasonable period for it to be disseminated among such persons has elapsed.

Accordingly information will be not generally available where is does not satisfy either of the above criteria. Employees are likely to have access to information that is not generally available during the course of their employment.

Examples include:

• details of applications and redemptions

• details of client or fund transactions, including business won or lost

• information regarding a change in a clients' scale of operations or circumstances

• profit announcements and warnings

(c) Price sensitive

Information is price sensitive if a reasonable person would expect the information to have a 'material effect' on the price or value of the financial product. Under Section 1042D of the Act, this will be the case if the information would, or would be likely to, influence people who commonly acquire financial products in deciding whether or not to subscribe for, buy or sell the financial product.

(d) Prohibited conduct by a person in possession of price sensitive information

Perpetual directors or employees who possess price sensitive information in relation to financial products that is not generally available must not:

• subscribe for, purchase or sell (or agree to subscribe for, purchase or sell) those financial products;
• procure another person to do so; or
• directly or indirectly, communicate the information or cause the information to be communicated to another person if the employee knows, or ought reasonably to know, that the other person would or would be likely to:
  • subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell, any such financial products; or
  • procure a third person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell, any such financial products.

Name:
Date ofTransaction	Type of Securities(eg.ordinary shares, options)	No. ofType ofSecuritiesTransactionissue, sale, etc.)	Broker	Consideration ($)
			(eg. Purchase, new	Details	(eg. Cost of purchase,sale proceeds)	In what capacity have youinfluence over thesecurites?(eg. Spouse, partner, relative, trust,etc.)	Complete this section if you are NOT the regName of registered holder of thesecurities