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Perpetual Limited Interim / Quarterly Report 2021

Feb 17, 2021

10538_rns_2021-02-17_b27b64d2-f8e2-4afc-a6a8-2180c89d376c.pdf

Interim / Quarterly Report

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Perpetual Limited ABN 86 000 431 827

18 February 2021

ASX Limited ASX Market Announcements Office Exchange Centre 20 Bridge Street Sydney NSW 2000

Angel Place, Level 18, 123 Pitt Street Sydney NSW 2000 Australia Phone +61 9229 9000 www.perpetual.com.au

Perpetual Half Year Financial Results

The following announcements to the market are provided:

Appendix 4D

1H21 ASX Announcement

1H21 Results Briefing

Half Yearly Report and Accounts

Operating and Financial Review – 31 December 2020

Yours faithfully,

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Sylvie Dimarco Company Secretary (Authorising Officer)

Page 1

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Perpetual Limited ABN 86 000 431 827

and its controlled entities

FINANCIAL STATEMENTS

For the half year ended 31 Dec 2020

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES

Table of Contents

Table of contents
Page No.
Directors’ Report ........................................................................................................................................................... 3
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 ................................... 9
Primary Statements
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income ....................................... 10
Condensed Consolidated Statement of Financial Position ........................................................................................ 11
Condensed Consolidated Statement of Changes in Equity ....................................................................................... 12
Condensed Consolidated Statement of Cash Flows .................................................................................................. 13
Section 1
Group performance ..................................................................................................................................................... 14
1-1 Operating segments ............................................................................................................................................. 14
1-2 Revenue ............................................................................................................................................................... 18
1-3 Expenses .............................................................................................................................................................. 18
1-4 Income taxes ........................................................................................................................................................ 19
1-5 Earnings per share ............................................................................................................................................... 20
1-6 Dividends .............................................................................................................................................................. 21
Section 2
Operating assets and liabilities ................................................................................................................................... 22
2-1 Business combinations ......................................................................................................................................... 22
2-2 Intangibles ............................................................................................................................................................ 25
2-3 Provisions ............................................................................................................................................................. 26
2-4 Accrued incentive compensation .......................................................................................................................... 26
Section 3
Capital management and financing ............................................................................................................................ 27
3-1 Cash and cash equivalents .................................................................................................................................. 27
3-2 Borrowings ............................................................................................................................................................ 27
3-3 Contributed equity ................................................................................................................................................ 28
3-4 Contingencies ....................................................................................................................................................... 29
Section 4
Other disclosures ........................................................................................................................................................ 30
4-1 Structured products assets and liabilities ............................................................................................................. 30
4-2 Financial instruments ............................................................................................................................................ 31
4-3 Events subsequent to balance date ..................................................................................................................... 32
Section 5
Basis of preparation .................................................................................................................................................... 33
5-1 Reporting entity .................................................................................................................................................... 33
5-2 Significant accounting policies ............................................................................................................................. 34
5-3 New Standards and interpretations not yet adopted ............................................................................................ 34
Directors' Declaration .................................................................................................................................................. 35
Independent auditor’s review report to the members of Perpetual Limited ................................................................ 36

2

PERPETUAL LIMITED ABN 86 000 431 827 AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

The Directors present their report together with the condensed consolidated financial statements of Perpetual Limited, ("Perpetual" or the "Company") and its controlled entities (the "consolidated entity"), for the half-year ended 31 December 2020 and the independent auditor's review report thereon.

Directors

The Directors of the Company at any time during or since the end of the half-year are:

Tony D’Aloisio AM, Chairman and Independent Director BA LLB (Hons) (Age 71)

Appointed Director and Chairman-elect in December 2016 and Chairman from 31 May 2017. Mr D’Aloisio was formerly Commissioner for the Australian Securities and Investments Commission (ASIC) in 2006 and Chairman in 2007 for a four-year term. He was Chairman of the (International) Joint Forum of the Basel Committee on banking supervision from 2009-2011. Prior to joining ASIC he was Chief Executive Officer and Managing Director at the Australian Securities Exchange from 2004-2006. He is currently Chairman of IRESS Limited, a Board member of Aikenhead Centre for Medical Discovery Ltd and President of the European Capital Markets Cooperative Research Centre. He is Chairman of Perpetual’s Nominations Committee.

Mr D’Aloisio has close to 40 years’ experience in both executive and non-executive roles in commercial and Government enterprises. He has held numerous senior positions in both local and international bodies and has extensive knowledge of the financial markets sector.

Listed company directorships held during the past three financial years: - IRESS Limited (from June 2012 to present)

Gregory Cooper, Independent Director FIA, FIAA, BEc (Actuarial Studies) (Age 50)

Appointed Director in September 2019. Mr Cooper has more than 26 years of global investment industry experience in the UK, Asia and Australia with a deep understanding of international funds management.

Mr Cooper brings strong financial services and strategy expertise to the Perpetual board predominantly gained from his executive career at Schroders Australia where he was the Chief Executive Officer from 2006 to 2018 with responsibility for Schroders’ institutional business across Asia Pacific and then globally.

Mr Cooper currently serves as a Non-executive Director of NSW Treasury Corporation, where he also chairs the Investment Committee. He is a Non-executive Director of Colonial First State Investments Limited, Catholic Church Insurance, OpenInvest Holdings, the Australian Indigenous Education Foundation, Kincoppal-Rose Bay School of Sacred Heart and EdStart. Previously Mr Cooper acted as a Non-executive Director to the Financial Services Council and held the position of Chairman from 2014 to 2016.

Mr Cooper is a member of Perpetual’s Audit, Risk and Compliance Committee, Investment Committee and People and Remuneration Committee.

Nancy Fox, Independent Director BA JD (Law) FAICD (Age 64)

Appointed Director in September 2015. Ms Fox has more than 30 years’ experience in financial services, securitisation and risk management gained in Australia, the US and across Asia. A lawyer by training, she was Managing Director for Ambac Assurance Corporation from 2001 to 2011 and previously Managing Director of ABN Amro Australia from 1997 to 2001. She is currently Chairman of Perpetual Equity Investment Company Limited, a Non-executive Director of ING Bank Australia and Lawcover Pty Ltd and Deputy Chairman of the Board of the Taronga Conservation Society Australia. She is the Chair of Perpetual’s People and Remuneration Committee and a member of the Audit, Risk and Compliance Committee and Nominations Committee.

3

PERPETUAL LIMITED ABN 86 000 431 827 AND ITS CONTROLLED ENTITIES

DIRECTORS' REPORT (continued)

Directors (continued)

Nancy Fox, Independent Director (continued)

Ms Fox brings to the Board a deep knowledge of developing and leading successful financial services businesses and extensive experience with securitisation, regulatory frameworks, risk management and governance.

Listed company directorships held during the past three financial years: - Perpetual Equity Investment Company Limited (from July 2017 to present)

Ian Hammond, Independent Director BA (Hons) FCA FCPA FAICD (Age 62)

Appointed Director in March 2015. Mr Hammond was a partner at PricewaterhouseCoopers for 26 years and during that time held a range of senior management positions including lead partner for several major financial institutions. He has previously been a member of the Australian Accounting Standards Board and represented Australia on the International Accounting Standards Board. Mr Hammond is a Non-executive Director of Suncorp Group Limited and Venues NSW and a Board Member of not-for-profit organisations including Mission Australia and Chris O'Brien Lifehouse. He is Chairman of Perpetual's Audit, Risk and Compliance Committee and a member of Perpetual’s Investment Committee and Nominations Committee.

Mr Hammond has a deep knowledge of the financial services industry and brings to the Board expertise in financial reporting and risk management.

Listed company directorships held during the past three financial years: - Suncorp Group Limited (from October 2018 to present)

Fiona Trafford-Walker, Independent Director BEc, M. Fin (Age 53)

Appointed Director in December 2019. Ms Trafford-Walker has 28 years of senior executive and business management experience within the investment industry, bringing extensive knowledge of investment management and a strong institutional and international perspective to the Perpetual board.

Ms Trafford-Walker began her career in institutional investment consulting in 1992, and until December 2019 was an Investment Director at Frontier Advisors (Frontier). At various times during her tenure, she was responsible for the original development and on-going management of Frontier’s business, as well as providing investment and governance advice to a number of the firm’s clients.

Currently Ms Trafford-Walker is a Non-executive Director of Victorian Funds Management Corporation, Prospa Group Ltd, Link Administration Holdings, and an Investment Committee Member of the Walter and Eliza Hall Institute.

Ms Trafford-Walker is a member of Perpetual’s Investment Committee and People and Remuneration Committee.

Listed company directorships held during the past three financial years: - Prospa Group Limited (from March 2018 to present)

  • Link Administration Holdings (from October 2015 to present)

4

PERPETUAL LIMITED ABN 86 000 431 827 AND ITS CONTROLLED ENTITIES

DIRECTORS' REPORT (continued)

Directors (continued)

P Craig Ueland, Independent Director BA (Hons and Distinction) MBA (Hons) CFA (Age 62)

Appointed Director in September 2012. Mr Ueland was formerly President and Chief Executive Officer of Russell Investments, a global leader in multi-manager investing. He previously served as Russell’s Chief Operating Officer, Chief Financial Officer, and Managing Director of International Operations, which he led from both London and the firm’s headquarters in the US. Earlier in his career he opened and headed Russell’s first office in Australia. Mr Ueland is a Committee member of the Endowment Investment Committee for The Benevolent Society, is a Board Member of the Stanford Australia Foundation and the Supervisory Board of OneVentures Innovation and Growth Fund II. He is Chairman of Perpetual’s Investment Committee and a member of Perpetual’s Audit, Risk and Compliance Committee and Nominations Committee.

Mr Ueland brings to the Board detailed knowledge of global financial markets and the investment management industry, gleaned from more than 20 years as a senior executive of a major investment firm, along with a strong commitment to leadership development and corporate strategy development and execution.

Rob Adams

Chief Executive Officer and Managing Director BBus (Accounting) (Age 55)

Mr Adams joined Perpetual as Chief Executive Officer and Managing Director in September 2018.

Mr Adams is a proven financial services business leader with over 30 years’ experience locally and globally across funds management, financial advice and fiduciary services.

Before Perpetual, Mr Adams was Head of Pan-Asia and a member of the Global Executive Committee of Janus Henderson where he had been for six years. Prior to that, he was Chief Executive of Challenger Funds Management, and was previously CEO of First State Investments UK.

Mr Adams holds a Bachelor of Business degree (Accounting). He is Chairman of the Abbotsleigh Foundation.

COMPANY SECRETARY

Sylvie Dimarco LLB, GradDipAppCorpGov, FGIA, MAICD

Appointed Company Secretary in April 2020. Ms Dimarco joined Perpetual in 2014 and is currently Head of Company Secretariat & Governance at Perpetual. She is also Company Secretary of Perpetual Equity Investment Company Limited (ASX: PIC) and all of Perpetual’s subsidiary boards.

Ms Dimarco has over 13 years’ experience in company secretariat practice and administration for listed and unlisted companies. Before Perpetual, she practiced as a commercial lawyer in Sydney and Canberra for 11 years, working in predominantly mid-sized law firms.

Ms Dimarco holds a Bachelor of Laws degree from the University of Sydney and has completed the Governance Institute of Australia’s Graduate Diploma of Applied Corporate Governance. She is a member of the Perpetual Limited Continuous Disclosure Committee.

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5

PERPETUAL LIMITED ABN 86 000 431 827 AND ITS CONTROLLED ENTITIES

DIRECTORS' REPORT (continued)

Review of operations

A review of operations is included in the Operating and Financial Review (OFR).

For the half-year ended 31 December 2020, Perpetual reported a net profit after tax attributable to equity holders of Perpetual Limited of $29.2 million compared to the net profit after tax attributable to equity holders of Perpetual Limited for the half-year ended 31 December 2019 of $51.6 million.

For the half-year ended 31 December 2020, Perpetual reported an underlying profit after tax attributable to equity holders of Perpetual Limited of $52.6 million compared to the underlying profit after tax attributable to equity holders of Perpetual Limited for the half-year ended 31 December 2019 of $58.9 million.

Underlying profit after tax attributable to equity holders of Perpetual Limited excludes certain items, that are either significant by virtue of their size and impact on net profit after tax attributable to equity holders of Perpetual Limited, or are determined by the board and management to be outside normal operating activities. Underlying profit after tax attributable to equity holders of Perpetual Limited is disclosed as it is useful for investors to gain a better understanding of Perpetual's financial results from normal operating activities.

The reconciliation of net profit after tax attributable to equity holders of Perpetual Limited to underlying profit after tax (UPAT) attributable to equity holders of Perpetual Limited for the half-year ended 31 December 2020 is shown below, which has been represented using the Company’s new definition of UPAT.

$'000
$'000
6 months ended
31 Dec 2020
31 Dec 2019
$'000
$'000
6 months ended
31 Dec 2020
31 Dec 2019
$'000
$'000
6 months ended
31 Dec 2020
31 Dec 2019
6 months ended
$'000
31 Dec 2020
$'000
31 Dec 2019
Significant items after tax:
Transaction and integration costs1
Non-cash amortisation of acquired intangible assets2
Unrealised (gains) / losses on financial assets3
Tax-effected fair value movements4
Operating model review costs
Net profit after tax attributable to equity holders
of Perpetual Limited
20,880
4,539
(3,478)
1,454
-
29,179
-
2,351
400
-
4,623
51,568
Underlying profit after tax attributable to equity holders
of Perpetual Limited
52,574 58,942

1 Relates to costs associated with the acquisitions of Trillium and Barrow Hanley. Costs include professional fees, administrative and general expenses and staff costs related to deal specific retention and performance grants.

2 Relates to the amortisation expense on intangible assets acquired through business combinations. Comparative has been represented to align with the Company's new definition of UPAT.

3 Relates to unrealised mark to market gains and losses on EMCF, seed fund investments and financial assets held against the Operational Risk Financial Requirements reserve for regulatory purposes.

4 Relates to fair value movements on the accrued incentive compensation liability. This liability reflects the 25% of employee owned units in Barrow Hanley.

Underlying profit after tax (UPAT) attributable to equity holders of Perpetual Limited reflects an assessment of the result for the ongoing business of the consolidated entity as determined by the Board and management. UPAT has been calculated in accordance with ASIC's Regulatory Guide 230 - Disclosing non-IFRS financial information . UPAT attributable to equity holders of Perpetual Limited has not been reviewed by our external auditors; however, the adjustments to net profit after tax attributable to equity holders of Perpetual Limited have been extracted from the books and records that have been reviewed for the half-year.

6

PERPETUAL LIMITED ABN 86 000 431 827 AND ITS CONTROLLED ENTITIES

DIRECTORS' REPORT (continued)

COVID-19

COVID-19 continues to have an impact on global economies and financial markets, resulting in significant economic uncertainty and market volatility. It has also led to material structural shifts in the behaviour of the economy and unprecedented actions by financial markets, governments and regulators. The consolidated entity continues to monitor the impact of COVID-19 on its operations, control environment and financial reporting as developments arise.

With the recent acquisition of both Trillium and Barrow Hanley in the US, the consolidated entity has also evaluated the impact of COVID-19 on its US operations. Whilst the consolidated entity’s business remains fully operational, there have been impacts on the working environment in the US, similar to that in Australia, with the majority of staff working remotely for the reporting period. All of the consolidated entity’s businesses continue to operate in line with government regulations and guidance.

Consistent with the approach applied in the preparation of the annual financial statements at 30 June 2020, management has evaluated whether there were any additional areas of significant judgment or estimation uncertainty, assessed the impact of market inputs and variables potentially impacted by COVID-19 on the carrying values of its assets and liabilities, and considered the impact of COVID-19 on the consolidated entity’s financial statement disclosures. As disclosed in the annual report, the consolidated entity’s revenues have a high degree of exposure to market volatility which has the potential to lead to a material financial impact. The US operations are similarly exposed to market movements due to the nature of the business. Whilst this has been factored into the preparation of the financial report, the accounting policies and methodologies have been applied on a consistent basis to the 30 June annual report. The Directors and management continue to closely monitor developments with a focus on potential financial and operational impacts and note the situation is continuing to evolve.

Dividends

On 18 February 2021, the Directors resolved to pay a fully franked interim dividend of $0.84 per share (2020: $1.05 per share).

State of affairs

On 17 November 2020, Perpetual acquired 75% of Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow Hanley), a US based global investment management business. Refer note 2-1 for further details.

The acquisition of Barrow Hanley is considered transformational in nature and delivers on the consolidated entity’s strategy to deliver sustained, quality growth by adding world class investment capabilities and establishing a global footprint.

In order to fund the acquisition, the consolidated entity raised equity via an institutional share placement and share purchase plan (SPP), refer to Section 3-3. In addition to raising equity the consolidated entity refinanced and entered into a new syndicated facility agreement, refer to Section 3-2.

The addition of Barrow Hanley has also resulted in management creating a new business unit, Perpetual Asset Management International (PAMI), refer to Section 1-1.

There were no other significant changes in the state of affairs of the consolidated entity during the financial period.

Events subsequent to reporting date

The Directors are not aware of any other event or circumstance since the end of the financial period not otherwise dealt with in the financial statements that has affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial periods.

7

PERPETUAL LIMITED ABN 86 000 431 827 AND ITS CONTROLLED ENTITIES

DIRECTORS' REPORT (continued)

Lead Auditor's Independence Declaration Under Section 307C of the Corporations Act 2001

The Lead Auditor's Independence Declaration is set out on page 9 and forms part of the Directors' report for the half-year ended 31 December 2020.

Rounding off

The Company is of a kind referred to in ASIC Corporations Instruments 2016/191 dated 1 April 2016 and in accordance with that Class Order, amounts in the condensed consolidated half-year financial statements and Directors' report have been rounded off to the nearest thousand dollars, unless otherwise stated.

Signed on behalf and in accordance with a resolution of the Directors:

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Tony D’Aloisio Chairman

Rob Adams

Managing Director

Dated at Sydney this 18[th] day of February 2021.

8

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Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

To the Directors of Perpetual Limited

I declare that, to the best of my knowledge and belief, in relation to the review of Perpetual Limited for the half-year ended 31 December 2020 there have been:

  • i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and

  • ii. no contraventions of any applicable code of professional conduct in relation to the review.

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KPMG

==> picture [66 x 49] intentionally omitted <==

Brendan Twining

Partner

Sydney

18 February 2021

9

KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the half-year ended 31 December 2020

Section
31 Dec 2020
31 Dec 2019
$'000 $'000
Revenue 1-2 285,837 254,836
Expenses 1-3 (234,861) (179,420)
Financing costs (4,604) (2,329)
Net profit before tax 46,372 73,087
Income taxexpense 1-4 (17,193) (21,519)
Net profit after tax 29,179 51,568
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss:
Foreigncurrency translationdifferences- foreignoperations (26,298) (48)
Other comprehensive income, net of income tax (26,298) (48)
Total comprehensive income 2,881 51,520
Total comprehensive income attributable to:
Equityholders of Perpetual Limited 2,881 51,520
Earnings per share1
Basic earnings per share – cents per share 1-5 53.6 110.4
Diluted earningsper share – centsper share 1-5 53.0 108.4

1 The weighted average number of ordinary shares used in the basic and diluted earnings per share calculation for the current and comparative period were adjusted retrospectively in accordance with AASB 133 Earnings per Share following the issues of new shares at a discount to market value during the period. When new shares are issued at a discount to market value ("bonus element"), there is a resulting theoretical dilution of existing ordinary shares on issue, leading to a decrease in basic and diluted earnings per share.

The Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the 'Notes to and forming part of the Condensed Consolidated Financial Statements' set out on pages 14 to 34.

10

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Condensed Consolidated Statement of Financial Position as at 31 December 2020

Section 31 Dec 2020 30 Jun 2020
$'000 $'000
Assets
Cash and cash equivalents 3-1 172,101 164,143
Receivables 117,550 92,016
Current tax assets 4,867 -
Structured products - EMCF assets 4-1 216,195 236,390
Other assets 13,010 13,134
Total current assets 523,723 505,683
Other financial assets 133,738 80,685
Property, plant and equipment 98,566 89,493
Intangibles 2-2 870,255 444,454
Deferred tax assets 30,618 39,973
Other assets 8,360 8,862
Total non-current assets 1,141,537 663,467
Total assets 1,665,260 1,169,150
Liabilities
Payables 59,945 71,980
Structured products - EMCF liabilities 4-1 215,657 236,196
Current tax liabilities - 13,291
Employee benefits 52,959 52,966
Accrued incentive compensation 2-4 8,519 -
Lease liabilities 13,280 13,783
Provisions 2-3 2,187 2,638
Other liabilities 11,962 -
Total current liabilities 364,509 390,854
Payables 15,980 18,241
Borrowings 3-2 219,416 -
Deferred tax liabilities 18,399 17,397
Employee benefits 26,071 13,160
Accrued incentive compensation 2-4 32,879 -
Lease liabilities 76,585 68,880
Provisions 2-3 5,289 6,282
Total non-current liabilities 394,619 123,960
Total liabilities 759,128 514,814
Net assets 906,132 654,336
Equity
Contributed equity 3-3 820,799 539,807
Reserves (10,908) 19,377
Retained earnings 96,241 95,152
Total equity attributable to holders of Perpetual Limited 906,132 654,336

The Condensed Consolidated Statement of Financial Position is to be read in conjunction with the 'Notes to and forming part of the Condensed Consolidated Financial Statements' set out on pages 14 to 34.

11

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Condensed Consolidated Statement of Changes in Equity for the half-year ended 31 December 2020

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES
Condensed Consolidated Statement of Changes in Equity
for the half-year ended 31 December 2020
PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES
Condensed Consolidated Statement of Changes in Equity
for the half-year ended 31 December 2020
PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES
Condensed Consolidated Statement of Changes in Equity
for the half-year ended 31 December 2020
PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES
Condensed Consolidated Statement of Changes in Equity
for the half-year ended 31 December 2020
PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES
Condensed Consolidated Statement of Changes in Equity
for the half-year ended 31 December 2020
PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES
Condensed Consolidated Statement of Changes in Equity
for the half-year ended 31 December 2020
PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES
Condensed Consolidated Statement of Changes in Equity
for the half-year ended 31 December 2020
PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES
Condensed Consolidated Statement of Changes in Equity
for the half-year ended 31 December 2020
$000 Gross
contributed
equity
Treasury
share
reserve
Equity
compensation
reserve
Foreign
currency
translation
reserve
Retained
**earnings **
Equity holders
of Perpetual
Total
Balance at 1 July 2020 582,105 (42,298) 19,090 287 95,152
29,179
-
144
-
(28,234)
654,336 654,336
Total comprehensive income
Share Issue
Movement on treasury shares
Equity remuneration expense
Dividendspaid to shareholders
-
271,281
(773)
-
-
-
-
10,484
-
-
-
-
(9,855)
5,868
-
(26,298)
-
-
-
-
2,881
271,281
-
5,868
(28,234)
2,881
271,281
-
5,868
(28,234)
Balance at 31 December 2020 852,613 (31,814) 15,103 (26,011) 96,241 906,132 906,132
$000 Gross
contributed
Treasury
share
Equity
compensation
Foreign
currency
translation
Retained Equity holders Total
equity reserve reserve reserve earnings of Perpetual
Balance at 1 July 2019
Opening Balance adjustment1
Repurchase of shares on market
Total comprehensive income
Share issue
Movement on treasury shares
Equity remuneration expense
Dividends paid to shareholders
550,635
-
-
-
11,400
2,988
-
-
(31,434)
-
(5,796)
-
-
8,990
-
-
19,600
-
-
-
-
(12,304)
6,409
-
408
-
-
(48)
-
-
-
-
123,030
(3,472)
-
51,568
-
326
-
(58,364)
662,239
(3,472)
(5,796)
51,520
11,400
-
6,409
(58,364)
662,239
(3,472)
(5,796)
51,520
11,400
-
6,409
(58,364)
Balance at 31 December 2019 565,023 (28,240) 13,705 360 113,088 663,936 663,936

1Adjustment to the opening balance of retained earnings to reflect the initial application of AASB 16 Leases (net of tax) which came into effect from 1 July 2019.

The Condensed Consolidated Statement of Changes in Equity is to be read in conjunction with the 'Notes to and forming part of the Condensed Consolidated Financial Statements' set out on pages 14 to 34.

12

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Condensed Consolidated Statement of Cash Flows for the half-year ended 31 December 2020

31 Dec 2020
31 Dec 2019
Section
$'000
$'000
31 Dec 2020
31 Dec 2019
Section
$'000
$'000
Cash flows from operating activities
Cash receipts in the course of operations
Cash payments in the course of operations
Dividends received
Interest received
Interest paid
Income taxes paid
Net cash from operating activities
Cash flows from investing activities
Payments for property, plant, equipment and software
Payments for investments
Payments for acquisition of business
Cash acquired as part of acquisition of business
Proceeds from the sale of investments
309,631
275,771
(257,602)
(200,007)
26
47
636
2,279
(2,391)
(2,332)
(26,625)
(11,578)
23,675
64,180
(9,304)
(3,017)
(73,709)
(18,979)
(431,005)
(18,311)
2,026
-
39,319
11,296
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs related to issue of shares
Repurchase of shares on market
Receipt from borrowings
Transaction costs related to borrowings
Dividends paid
Lease financing costs
Net cash from / (used in) financing activities
Net increase / (decrease) in cash and cash equivalents
Effect of movements in exchange rates on cash held
Cash and cash equivalents at 31 December
Cash and cash equivalents at 1 July
(472,673)
(29,011)
275,066
-
(4,992)
-
-
(5,796)
234,005
-
(5,045)
-
(27,025)
(58,364)
(8,741)
(8,873)
463,268
(73,033)
14,270
(37,864)
164,143
299,587
(6,312)
-
172,101
261,723

The Condensed Consolidated Statement of Cash Flows is to be read in conjunction with 'Notes to and forming part of the Condensed Consolidated Financial Statements' set out on pages 14 to 34.

13

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020

Section 1

Group performance

This section focuses on the results and performance of Perpetual as a consolidated entity. On the following pages you will find disclosures explaining Perpetual's results for the period, segmental information, taxation, earnings per share and dividend information.

1-1 Operating segments

An operating segment is a component of the consolidated entity that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the consolidated entity's other components and for which discrete financial information is available. All operating segments' operating results are regularly reviewed by the consolidated entity's CEO to make decisions about resources to be allocated to the segment and assess their performance.

Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, head office expenses, income tax expenses, assets and liabilities.

During the period, the consolidated entity completed the acquisition of Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow Hanley) a US based global asset management business. Refer to Section 2-1. Together with Trillium, this resulted in management creating a new segment, Perpetual Asset Management International (PAMI).

The following summary describes the operations in each of the reportable segments:

i. Services provided

Perpetual is an independent Australian wealth manager operating in Australia, United States of America (USA) and Singapore and provides a diverse range of financial products and services including asset management, financial advice and trustee services via its four business segments, supported by Group Support Services.

Perpetual Asset Management, Provides investment products and services to domestic retail, Australia corporate, superannuation and institutional clients, with investment capabilities spanning Australian equities, credit and fixed Income, multi-asset and global equities. Perpetual Asset Management, Provides investment products and services to global retail and International institutional clients, including a distribution presence in the United States and Hong Kong. Investment management firm, Barrow Hanley, and boutique ESG investment management firm, Trillium, form part of this operating segment to offer a breadth of high-quality global investment capabilities to our clients. Perpetual Private Is an advisory services business focused on the comprehensive needs of families, businesses and communities. Support for clients spreads across financial advice, portfolio management, risk, estate administration, trustee services and tax and accounting. The business is focused on client service excellence and attracting and retaining exceptional talent to meet those standards in our chosen segments.

14

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

1-1 Operating segments (continued)

i. Services provided (continued)

Perpetual Corporate Trust

Provides a broad range of products to the debt capital markets and managed funds industries both domestically and internationally from our business lines. Debt Market Services includes trustee, document custodian, agency, trust management, accounting, standby servicing, and reporting solutions. It also includes Data & Analytics Solutions (Perpetual Digital), which provides data services, industry roundtables, and our new software as a service (Perpetual Business Intelligence) digital platform business supporting the banking and financial services industry. Managed Funds Services includes responsible entity, wholesale trustee, custodian, investment management and accounting. Singapore products include SREIT trustee, trustee, and agency.

Group Support Services

Comprising Group Investments, Finance, Corporate Affairs, Legal, Audit, Risk, Compliance, Company Secretary, Technology, Operations, Product and People functions.

ii. Geographical information

The consolidated entity operates in Australia, USA, Singapore and Hong Kong. The majority of the consolidated entity's revenue and assets relate to operations in Australia and USA. The USA operations are represented by Perpetual Asset Management, International. The Singapore and Hong Kong operations do not meet the definition of an operating segment as at balance date.

iii. Major customer

The consolidated entity does not rely on any major customer.

==> picture [521 x 334] intentionally omitted <==

15

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

1-2 Operating segments (continued)

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----- Start of picture text -----

Perpetual Perpetual
Asset Asset Perpetual
Management, Management, Perpetual Corporate Total
Australia1 International2 Private Trust
$’000 $’000 $’000 $’000 $’000
31 December 2020
Major service lines
Equities 61,750 32,711 - - 94,461
Cash and fixed income 14,659 5,475 - - 20,134
Other AUM related 2,169 - - - 2,169
Other non-AUM related 46 - - - 46
Market related - - 61,147 - 61,147
Non-market related - - 28,096 - 28,096
Income from structured products 1,478 - 6 - 1,484
Debt Market Services - - - 36,831 36,831
Managed Funds Services - - - 28,447 28,447
Total revenue by Major service line 80,102 38,186 89,249 65,278 272,815
Interest revenue 3 80 1 359 443
Total revenue for reportable segment 80,105 38,266 89,250 65,637 273,258
Depreciation and amortisation (2,579) (4,062) (6,523) (6,118) (19,282)
Financing costs (52) (86) (486) (231) (855)
Reportable segment net profit before tax 18,841 (16,727) 14,285 29,478 45,877
Reportable segment assets 256,423 794,250 220,750 207,150 1,478,573
Reportable segment liabilities (230,074) (133,152) (17,932) (11,474) (392,632)
31 December 2019
Major service lines
Equities 75,313 - - - 75,313
Cash and fixed income 14,277 - - - 14,277
Other AUM related 2,711 - - - 2,711
Market related - - 62,783 - 62,783
Non-market related - - 30,687 - 30,687
Income from structured products 2,168 - 8 - 2,176
Debt Market Services - - - 33,214 33,214
Managed Funds Services - - - 27,559 27,559
Total revenue by Major service line 94,469 - 93,478 60,773 248,720
Interest revenue 31 - 37 38 106
Total revenue for reportable segment 94,500 - 93,515 60,811 248,826
Depreciation and amortisation (3,286) - (7,467) (5,730) (16,483)
Financing costs (81) - (502) (287) (870)
Reportable segment net profit before tax 37,211 - 17,362 27,478 82,051
-
Reportable segment assets 287,964 233,532 207,456 728,952
Reportable segment liabilities (307,553) (27,056) (69,671) (404,280)
30 June 2020
Reportable segment assets 385,156 - 225,520 206,059 816,735
Reportable segment liabilities (302,447) - (31,771) (12,679) (346,897)
----- End of picture text -----

1Segment information for Perpetual Asset Management, Australia includes the Exact Market Cash Funds, refer to section 4-1(i). 2Perpetual Asset Management, International is a new segment following the acquisition of Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow Hanley).

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16

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES

Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

1-1 Operating segments (continued)

1-1 Operating segments (continued)
31 Dec 2020 31 Dec 2019
$'000 $'000
Reconciliations of reportable segment revenues, net profit
before tax, total assets and liabilities
Revenues
Total revenue for reportable segments 273,258 248,826
_Add:_Group and Support Services revenue 7,235 5,924
Net realised gains on sale of investments 56 327
Unrealised gains / (losses) on financial assets 5,288 (241)
Total revenue from continuing operations 285,837 254,836
Net profit before tax
Total net profit before tax for reportable segments 45,877 82,051
Financing costs (3,749) (1,459)
Net realised gains on sale of investments 56 327
Group and Support Services revenue / (expense) 4,188 (7,832)
Net profit before tax 46,372 73,087
Total assets
Total assets for reportable segments 1,478,573 728,952
Group and Support Services assets 186,687 476,206
Total assets 1,665,260 1,205,158
Total liabilities
Total liabilities for reportable segments 392,632 404,280
Group and Support Services liabilities 366,496 136,942
Total liabilities 759,128 541,222

17

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

31 Dec 2020
31 Dec 2019
$'000
$'000
271,156
247,922
1,484
2,176
35
48
7,818
4,604
56
327
5,288
(241)
285,837
254,836
1-2 Revenue
Revenue from contracts with customers
Income from structured products
Dividends
Interest and unit trust distributions
Net realised gains on sale of investments
Unrealised gains/(losses) on financial assets
31 Dec 2020
31 Dec 2019
$'000
$'000
1-3 Expenses
Occupancy expenses
Administrative and general expenses
Distributions and expenses relating to structured products
Equity remuneration expense
Depreciation and amortisation expense
Operating model review costs
Staff related expenses excluding equity remuneration expense
133,605
89,923
3,713
2,508
71,027
55,403
677
1,334
5,925
5,792
19,914
17,856
-
6,604
234,861
179,420

18

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

31 Dec 2020
31 Dec 2019
$'000
$'000
1-4 Income taxes
Current period tax expense
Current period tax expense
Adjustment to prior periods
Research and development tax incentives from prior periods
Total current tax expense impacting income taxes payable
Deferred tax expense
Adjustment to prior periods
Temporary differences
Total deferred tax expense
Total income tax expenses
11,684
21,790
(2,864)
12
-
(440)
8,820
21,362
2,569
119
5,804
38
8,373
157
17,193
21,519
Profit before tax for the period
Prima facie income tax expense calculated at 30% (2019: 30%) on profit for
the period
– Recognition of previously unrecognised capital and revenue losses
– Prior period adjustments
– Other non-taxable income and tax credits
– Other non-deductible expenses
Total
Effective tax rate (ETR)
46,372
73,087
13,912
21,926
(646)
(316)
(295)
(309)
(315)
115
4,537
103
17,193
21,519
37.1%
29.4%
31 Dec 2020
30 Jun 2020
$'000
$'000
Income taxes payable/(receivable) at the beginning of the period
Income taxes payable for the financial period
Less: tax paid during the period
Other
Income taxes (receivable)/payable at the end of the period
13,291
(1,846)
8,820
41,690
(26,625)
(26,138)
(353)
(415)
(4,867)
13,291

19

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

1-4 Income taxes (continued)

Basis of calculation of ETR

The ETR is calculated as income tax expense divided by net profit before tax for the period.

The consolidated entity operates in Australia, USA and Singapore. The Singapore operation is not material to the consolidated entity and has no material impact on the calculation of the ETR. The USA operations have no material impact on the calculation of the ETR for this half year end. This is expected to change going forward given the size of the most recent US acquisition, Barrow Hanley.

Explanation of variance to the legislated 30% tax rate

The consolidated entity's effective tax rate for the year was 37.1% (2020: 29.4%). The increase of 7.1% in the effective tax rate compared to the legislated 30% is mainly attributed to non-deductible expenses arising from overseas acquisitions and due diligence costs.

Capital tax (gains)/losses calculated at 30% tax in Australia

The total tax benefits of realised capital losses are $26,517,454 (30 June 2020: $26,521,502), comprising $3,000,000 (30 June 2020: $3,000,000) recognised in deferred tax assets and $23,517,454 (30 June 2020: $23,521,502) not recognised in deferred tax assets. These are net of realised tax capital gains and losses incurred in the current and/or prior year and are available to be utilised by the Australian income tax consolidated group in future years.

31 Dec 2020
31 Dec 2019
Centsper share
1-5 Earnings per share1 53.6
110.4
53.0
108.4
$'000
$'000
29,179
51,568
31 Dec 2020
31 Dec 2019
54,476,959
46,715,358
539,490
861,093
55,016,449
47,576,451
Number of shares
Basic earnings per share
Diluted earnings per share
Net profit after tax attributable to equity holders of Perpetual Limited
Weighted average number of ordinary shares (basic)1
Effect of dilutive potential ordinary shares (including those subject to
performance rights)
Weighted average number of ordinary shares (diluted)1

1 The weighted average number of ordinary shares used in the basic and diluted earnings per share calculation for the current and comparative period were adjusted retrospectively in accordance with AASB 133 Earnings per Share following the issues of new shares at a discount to market value during the period. When new shares are issued at a discount to market value ("bonus element"), there is a resulting theoretical dilution of existing ordinary shares on issue, leading to a decrease in basic and diluted earnings per share.

20

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

1-6 Dividends

1-6 Dividends
Total
Cents per amount **Franked / **
Date of
share $'000 Unfranked payment
31 December 2020
Final 2020 ordinary 50 28,234 Franked 25 Sept2020
Total amount 50 28,234
31 December 2019
Final 2019 ordinary 125 58,364 Franked 30 Sept2019
Total amount 125 58,364

All franked dividends declared or paid during the period were franked at a tax rate of 30 per cent and paid out of retained earnings.

The Company’s Dividend Reinvestment Plan (DRP) is optional and offers ordinary shareholders in Australia and New Zealand the opportunity to acquire fully paid ordinary shares, without transaction costs. Shareholders can elect to participate in or terminate their involvement in the DRP at any time.

Since the end of the financial period, the Directors declared the following dividend.

Total
Cents per **amount1 ** Franked / Date of
share $'000 Unfranked payment
Interim 2021 ordinary 84 47,468 Franked 26Mar 2021

1Calculation based on the ordinary shares on issue as at 31 December 2020.

The financial effect of this dividend has not been brought to account in the financial statements for the half-year ended 31 December 2020 and will be recognised in subsequent financial reports. There are no tax consequences.

Dividend franking account
Amount of franking credits available to shareholders for subsequent
31 Dec 2020
31 Dec 2019
$'000
$'000
financial periods 33,164
32,793

The above available amounts are based on the balance of the dividend franking account at 31 December 2020 adjusted for the refund of current tax assets and franking credits that will arise from the receipt of dividends recognised as receivables by the tax consolidated group at the half-year end.

21

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

Section 2 Operating assets and liabilities

This section shows the assets used to generate Perpetual's trading performance and the liabilities incurred as a result. Liabilities relating to the Group’s financing activities are addressed in Section 3.

2-1 Business Combinations

Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow Hanley)

On 17 November 2020, Perpetual acquired 75% of Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow Hanley), a US based global investment management business with AUM predominantly held in US, global and emerging markets equities and fixed income strategies.

The acquisition of Barrow Hanley is part of the consolidated entity’s strategy to deliver sustained, quality growth by adding world class investment capabilities and establishing a global footprint. The acquisition is considered to be transformational in nature and forms part of the newly created Perpetual Asset Management International (PAMI) business unit.

For the period post acquisition and ending 31 December 2020, Barrow Hanley contributed revenue of $22.3 million and profit (before tax) of $3.3 million to the Group’s results. If the acquisition had occurred on 1 July 2020, management estimates that consolidated revenue would have been $348.1 million and consolidated profit (before tax) for the year would have been $72.7 million. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 July 2020.

The below summarises the total consideration and the recognised amounts of assets acquired and liabilities assumed at the acquisition date in Australian dollars.

In accordance with Australian Accounting Standards Board AASB 3 – Business Combinations (AASB 3), the consideration was calculated as the fair value of the assets transferred by the acquirer and the liabilities incurred by the acquirer to former owners of the acquiree.

As per AASB 3, if the initial accounting for a business is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report provisional amounts. Further, there is a measurement period, which shall not exceed a year, in which the acquirer can reassess or recognise additional assets or liabilities if new information is obtained about facts and circumstance that existed as of acquisition date.

At 31 December 2020, the acquisition accounting balances are provisional. Accounting for the acquisition may be revised in accordance with AASB 3.

The fair value of the consideration was calculated on the settlement date of 17 November 2020 when the initial consideration was transferred. The deferred consideration consists of a net working capital adjustment and contingent consideration. The contingent consideration is dependent upon the achieving of additional client consents in a defined period after the acquisition date.

Consideration transferred $’000
Cash consideration 400,432
Fair value of deferred consideration 20,859
Total consideration transferred 421,291

22

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

2-1 Business Combinations (continued)

Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow Hanley) (continued)

Identifiable assets acquired and liabilities assumed $’000
Cash and cash equivalents 2,026
Receivables 31,913
Other assets 41,686
Property, plant and equipment 17,993
Intangibles 273,832
Payables (7,835)
Employee benefits (62,672)
Accrued incentive compensation (40,158)
Lease liabilities (17,212)
Other liabilities (2,540)
Total identifiable assets acquired and liabilities assumed 237,033

All trade receivables were expected to be recovered at the acquisition date.

The goodwill created by this acquisition is attributable mainly to the skills and technical talent of the acquiree’s work force and the synergies expected to be achieved from Barrow Hanley leveraging the consolidated entity's distribution capabilities. The goodwill recognised is expected to be deductible for tax purposes under US tax legislation.

Goodwill $’000
Goodwill arising from the acquisition has been recognised as follows:
Total consideration transferred 421,291
Less provisional value of identifiable net assets (237,033)
Total goodwill acquired 184,258

The consolidated entity incurred acquisition and integration related costs of $19.2 million after tax which are included in expenses in the consolidated entity's statement of profit and loss and other comprehensive income.

Trillium

On 30 June 2020, Perpetual acquired 100% of Trillium Asset Management, LLC (Trillium), a Boston based specialist environmental, social and governance (ESG) investment firm.

The acquisition of Trillium is part of the consolidated entity’s strategy of expanding its international asset management capabilities. The acquisition gives Perpetual a presence in the USA and expands the portfolio of products to socially responsible investors.

The below summarises the total consideration and the recognised amounts of assets acquired and liabilities assumed at the acquisition date in Australian dollars.

In accordance with AASB 3, the consideration was calculated as the fair value of the assets transferred by the acquirer and the liabilities incurred by the acquirer to former owners of the acquiree.

As per AASB 3, if the initial accounting for a business is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report provisional amounts. Further, there is a measurement period, which shall not exceed a year, in which the acquirer can reassess or recognise additional assets or liabilities if new information is obtained about facts and circumstance that existed as of acquisition date.

23

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

2-1 Business Combinations (continued)

Trillium (continued)

At 31 December 2020, the acquisition accounting balances are provisional. Accounting for the acquisition may be revised in accordance with AASB 3.

The fair value of the consideration was calculated on the settlement date of 30 June 2020 when the initial consideration was transferred. A portion of the deferred consideration is contingent upon achieving client consent and assets under management and a revenue hurdle. As at 31 December 2020, there is only one earn out that has yet to be met. The remaining earn out is contingent upon the achieving of a revenue hurdle in a future period.

Consideration transferred $’000
Cash consideration 32,109
Fair value of deferred consideration 42,892
Total consideration transferred 75,001
Identifiable assets acquired and liabilities assumed $’000
Cash and cash equivalents 3,387
Receivables 1,733
Other assets 760
Property, plant and equipment 5,506
Intangibles 25,549
Payables (960)
Employee benefits (4,774)
Lease liabilities (6,484)
Total identifiable assets acquired and liabilities assumed 24,717

All trade receivables were expected to be recovered at the acquisition date.

During the period the consolidated entity has made immaterial adjustments to the total identifiable assets and liabilities assumed as allowed under AASB 3.

The goodwill created by this acquisition is attributable mainly to the skills and technical talent of the acquiree’s work force and the synergies expected to be achieved from integrating Trillium into the consolidated entity.

Goodwill $’000
Goodwill arising from the acquisition has been recognised as follows:
Total consideration transferred 75,001
Less value of identifiable net assets (24,717)
Total goodwill acquired 50,284

The consolidated entity incurred acquisition and integration related costs of $1.4 million (30 June 2020: $1.9 million) after tax which are included in expenses in the consolidated entity’s statement of profit or loss and other comprehensive income.

24

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

2-2 Intangibles

$'000
Balance as at 31 December 2020
Goodwill
Customer
contracts
Capitalised
software
Project
work in
progress
Other
Total
Intangible assets
At cost
Accumulated amortisation
Carrying amount
Foreign exchange movement
547,414
317,159
90,443
11,195
54,530
1,020,741
(14,569)
(13,241)
-
-
(3,086)
(30,896)
-
(52,086)
(65,025)
-
(2,479)
(119,590)
532,845
251,832
25,418
11,195
48,965
870,255
Balance at 1 July 2020 361,328
40,932
21,829
12,065
8,300
444,454
-
-
163
7,281
-
7,444
186,086
229,309
-
-
44,523
459,918
(14,569)
(13,241)
-
-
(3,086)
(30,896)
-
-
8,151
(8,151)
-
-
-
(5,168)
(4,725)
-
(772)
(10,665)
Balance as at 31 December 2020
Additions
Additions through business
combinations
Transfers
Amortisation expense
Foreign exchange movement
532,845
251,832
25,418
11,195
48,965
870,255
Balance as at 30 June 2020
At cost 361,328
87,850
82,129
12,065
10,007
553,379
Accumulated amortisation -
(46,918)
(60,300)
-
(1,707)
(108,925)
Carrying amount 361,328
40,932
21,829
12,065
8,300
444,454
Additions through business
combinations
Balance at 1 July 2019
Additions
Transfers
Amortisation expense
Balance as at 30 June 2020
289,790
21,344
28,928
5,217
500
345,779
-
-
-
8,417
-
8,417
71,538
25,488
7
-
7,850
104,883
-
-
1,569
(1,569)
-
-
-
(5,900)
(8,675)
-
(50)
(14,625)
361,328
40,932
21,829
12,065
8,300
444,454

25

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

31 Dec 2020
30 Jun 2020
$'000
$'000
2-3 Provisions
Current
Insurance and legal provision
Operational process review provision
390
434
425
2,181
1,349
-
23
23
Make good and other occupancy related provisions
Other provisions
Non-current
Make good and other occupancy related provisions
2,187
2,638
5,289
6,282
5,289
6,282
2-4 Accrued Incentive Compensation
Current
Accrued incentive compensation 8,519
-
8,519
-
Non-current
Accrued incentive compensation
32,879
-
32,879
-

Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow Hanley), a Group Subsidiary, has established a profit-sharing plan (the Plan). Under the Plan, Barrow Hanley may award annual bonuses to key employees, a portion of which may be paid to the eligible employees through the issuance of unit interests. The awards of unit interests have a three-year vesting period from the grant date, and the value is determined at grant date based on a predetermined formula of five times trailing 12-month earnings of Barrow Hanley in excess of $25 million, as defined in the Plan. Under the provisions of the Plan, these awards contain a feature whereby shares may be put back to the Parent of Barrow Hanley (Perpetual US Holding Company, Inc) in the future at the then five times trailing 12-month earnings in excess of $25 million, as defined in the Plan.

The grant date value and the repurchase date value of the unit interests are determined by multiplying Barrow Hanley’s previous twelve month net income in excess of $25 million, excluding amortisation of intangibles, appreciation or depreciation in previously granted or purchased equity interest of Barrow Hanley, the impact of any deferred bonus, taxes and other operating charges, by five.

Compensation costs associated with awards under the Plan are recognised based on the proportionate amount of the awards fair value that has been earned through service to date. An increase to staff related expenses is recorded to reflect the fair value adjustment related to the fair value of the liability, with the corresponding increase to the liability included in accrued incentive compensation. The liability is re-measured each period until settlement.

Units interests are also entitled to distributions, which are accrued at each reporting date. An increase to staff related expenses is recorded with the corresponding increase to the liability included in employee benefits.

26

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

Section 3 Capital management and financing

This section outlines how Perpetual manages its capital structure and related financing costs, including its balance sheet liquidity and access to capital markets. Perpetual's objectives when managing capital are to safeguard its ability to continue as a going concern, to continue to provide returns to shareholders and benefits to other stakeholders, and to reduce the cost of capital.

31 Dec 2020
30 Jun 2020
$'000
$'000
3-1 Cash and cash equivalents 117,774
158,775
54,327
5,368
Bank balances
Short-term deposits
172,101
164,143
Short-term deposits represent rolling 90 day term deposits.
3-2 Borrowings
The consolidated entity has access to the following credit facilities:
Total facility used
Facility unused
219,416
-
128,564
50,000

During the period, the consolidated entity refinanced and entered into new syndicated facility arrangements. The arrangements consist of a multi-currency term loan with a maximum commitment of $117 million USD or equivalent (Facility A1), a multi-currency revolving loan facility with a maximum commitment of $78 million USD (Facility A2), a multi-currency revolving loan facility with a maximum commitment of $100 million AUD or equivalent (Facility B) and a bank guarantee facility with a maximum commitment of $135 million AUD (Facility C). Facilities A1 and A2 attract an interest rate equal to LIBOR plus a margin, Facility B has an interest rate of BBSY plus a margin and Facility C is at a flat rate. All the facilities have a term of three years.

During the period the consolidated entity utilised Facilities A1 and A2 to fund the purchase of Barrow Hanley and the balance sheet as at 31 December 2020 reflects the amount to be repaid under these facilities. The loans are held in USD. The consolidated entity relies on bank guarantees issued under Facility C to meet its regulatory capital requirements (refer to Section 3-4).

In establishing the new syndicated facility arrangement, the consolidated entity incurred costs of $5.5 million (including underwriting fees). These costs have been capitalised and net off against the total facility used. Costs will be released to profit and loss over the term of the facility.

27

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

3-2 Borrowings (continued)

The consolidated entity has agreed to various debt covenants including shareholders' funds as a specified percentage of total assets, a maximum ratio of gross debt to EBITDA and a minimum interest cover. The consolidated entity is in compliance with the covenants at 31 December 2020 and anticipates being compliant going forward. Should the consolidated entity not satisfy any of these covenants, the outstanding balance of the loans may become due and payable.

31 Dec 2020
30 Jun 2020
$'000
$'000
3-3 Contributed equity
Fully paid ordinary shares 56,509,004 (30 June 2020: 47,388,608)
Treasury shares 421,398 (30 June 2020: 673,858)
852,613
582,105
(31,814)
(42,298)
820,799
539,807
Movements in share capital
Number
of shares
$'000
Number
of shares
$'000
31 Dec 2020
30 Jun 2020
Balance at beginning of period/year
Shares issued:
- Issue of ordinary shares1
- Movement on treasury shares
Balance at end of period/year
46,714,750
539,807
46,225,613
519,201
9,120,396
271,281
814,182
28,435
252,460
9,711
(325,045)
(7,829)
56,087,606
820,799
46,714,750
539,807

3-3 Contributed equity

1 During the period the consolidated entity issued 7,425,743 shares under an institutional share placement and a further 1,652,315 under a Share Purchase Plan (SPP) in order to fund the Barrow Hanley acquisition. Costs of $5.0 million were offset against proceeds of $275.1 million. An additional 42,338 ($1.2 million) shares were issued in September 2020 to satisfy Dividend Re-investment Plan requirements.

The Company does not have authorised capital or par value in respect of its issued shares.

Terms and conditions

Holders of ordinary shares are entitled to receive dividends as declared from time to time and entitled to one vote per share at shareholders' meetings.

In the event of winding up of the Company, ordinary shareholders rank after creditors and are fully entitled to any surplus capital.

28

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

31 Dec 2020
30 Jun 2020
$'000
$'000
3-4 Contingencies
Contingent liabilities
1,000
1,000
129,500
129,500
1,551
1,612
Bank guarantee issued in respect of the lease of premises of Perpetual Limited
644
644
Bank guarantee in favour of the ASX Settlement and Transfer Corporation Pty Limited
with respect to trading activities
Bank guarantee in favour of the Australian Securities and Investment Commission in
relation to the provision of responsible entity services and custodial or depository
services
Bank guarantee issued in respect of the lease of premises of The Trust Company
Limited
Bank guarantee in favour of the Australian Securities and Investment Commission in
relation to the provision of responsible entity services and custodial or depository
services
Bank guarantee issued in respect of the lease of premises of The Trust Company
Limited
Bank guarantee issued in respect of the lease of premises of Perpetual Limited
132,695
132,756

3-4 Contingencies

In the ordinary course of business, contingent liabilities exist in respect of claims and potential claims against entities in the consolidated entity. The consolidated entity does not consider that the outcomes of any such claims known to exist at the date of this report, either individually or in aggregate, are likely to have a material effect on its operations or financial position.

29

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

Section 4 Other disclosures

This section contains other miscellaneous disclosures that are required by accounting standards.

31 Dec 2020 30 Jun 2020
$'000 $'000

4-1 Structured products assets and liabilities

i. Exact Market Cash Funds

Current assets
Perpetual Exact Market Cash Fund
Perpetual Exact Market Cash Fund No. 2
Current liabilities
Perpetual Exact Market Cash Fund
Perpetual Exact Market Cash Fund No. 2
149,401
166,297
66,794
70,093
216,195
236,390
148,910
166,217
66,747
69,979
215,657
236,196

The Exact Market Cash Funds' current asset balances reflect the fair value of the net assets held by the funds. The current liabilities balances represent the consolidated entity's obligation to the funds' investors. The difference between the current assets and current liabilities balance is recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

The Perpetual Exact Market Cash Fund (EMCF 1) was established with the purpose of providing an exact return that matched the Bloomberg AusBond Bank Bill Index (the benchmark index), or a variant thereon, to investors. The fund's ability to pay the benchmark return to the investors is guaranteed by the consolidated entity. The National Australia Bank has provided the EMCF 1 product with a guarantee to the value of $3 million (30 June 2020: $3 million) to be called upon in the event that the consolidated entity is unable to meet its obligations. Due to the guaranteed benchmark return to investors, the consolidated entity is exposed to the risk that the return of the EMCF 1 differs from that of the benchmark. The return of the EMCF 1 is affected by risks to the underlying investments in the EMCF 1 portfolio, which are market, liquidity and credit risks.

The Perpetual Exact Market Cash Fund No. 2 (EMCF 2) was established to provide an exact return that matches the benchmark index to investors in the fund. It has a similar structure to EMCF 1, but in addition, there are specific rules that govern the withdrawal of funds. The investments held by EMCF 2 are recorded at fair value within the fund and in the consolidated entity's financial statements. National Australia Bank has provided the fund with a guarantee to the value of $1.5 million (30 June 2020: $1.5 million) to be called upon in the event that Perpetual does not meet its obligations.

The underlying investments of the funds are valued on a hold to maturity basis for unit pricing purposes, which is consistent with the way in which Perpetual manages the portfolios.

30

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

4-2 Financial instruments

Fair value

The following tables present the consolidated entity's assets and liabilities measured and recognised at fair value, by valuation method, at 31 December 2020. The different levels have been defined as follows:

Level 1: Quoted prices in active markets for identical assets and liabilities; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Inputs for the asset or liability that are not based on observable market data.

Consolidated

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Level 1 Level 2 Level 3 Total
$'000 $'000 $'000 $'000
At 31 December 2020
Financial assets
Listed equity securities 16,459 - - 16,459
Unlisted unit trusts - 117,277 - 117,277
Structured products - EMCF assets 11,956 204,239 - 216,195
28,415 321,516 - 349,931
At 30 June 2020
Financial assets
Listed equity securities 1,533 - - 1,533
Unlisted unit trusts - 79,150 - 79,150
Structured products - EMCF assets 5,999 230,391 - 236,390
7,532 309,541 - 317,073
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The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the consolidated entity is the last traded price. Marketable shares included in other financial assets are traded in an organised financial market and their fair value is the current quoted last traded price for an asset. The carrying amounts of bank term deposits and receivables approximate fair value. The fair value of investments in unlisted shares in other corporations is determined by reference to the underlying net assets and an assessment of future maintainable earnings and cash flows of the respective corporations.

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. The estimates of fair value where valuation techniques are applied are subjective and involve the exercise of judgement. Changing one or more of the assumptions applied in valuation techniques to reasonably possible alternative assumptions may impact on the amounts disclosed.

31

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

4-2 Financial instruments (continued)

The carrying amount of financial assets and financial liabilities, less any impairment, approximates their fair value, except for those outlined in the table below, which are stated at amortised cost.

31 Dec 2020 30 Jun 2020
Carrying Fair
Carrying
Fair
amount Value amount Value
$'000 $'000 $'000 $'000
Current
Structured products – EMCF liabilities 215,657 216,195 236,196 236,390

4-3 Events subsequent to balance date

The Directors are not aware of any other event or circumstance since the end of the financial year not otherwise dealt with in this report that has affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.

32

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

Section 5 Basis of preparation

5-1 Reporting entity

Perpetual Limited ("the Company") is a company domiciled in Australia, with operations in Australia, USA and Singapore. The condensed consolidated half-year financial statements of the Company as at and for the half-year ended 31 December 2020 comprise the Company and its controlled entities (together referred to as the "consolidated entity") and the consolidated entity’s interests in associates.

The Company is a for-profit entity and primarily involved in funds management, portfolio management, financial planning, trustee, responsible entity and compliance services, executor services, investment administration and custody services.

The consolidated annual financial statements for the consolidated entity as at and for the year ended 30 June 2020 are available at www.perpetual.com.au.

a. Statement of compliance

The condensed consolidated half-year financial statements are a general purpose financial report which has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001, and with IAS 34 Interim Financial Reporting.

The condensed consolidated half-year financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated annual financial statements of the consolidated entity for the year ended 30 June 2020.

The condensed consolidated half-year financial statements were authorised for issue by the Board of Directors on 18 February 2021.

The Company is of a kind referred to in ASIC Corporations Instrument 2016/191 dated 1 April 2016 and in accordance with the Class Order, amounts in the consolidated financial statements have been rounded off to the nearest thousand dollars, unless otherwise stated.

b. Use of judgements and estimates

The preparation of the half-year financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

COVID-19 continues to have an impact on global economies and financial markets, resulting in significant economic uncertainty and market volatility. It has also led to material structural shifts in the behaviour of the economy and unprecedented actions by financial markets, governments and regulators. The consolidated entity continues to monitor the impact of COVID-19 on its operations, control environment and financial reporting as developments arise.

With the recent acquisition of both Trillium and Barrow Hanley in the US, the consolidated entity has also evaluated the impact of COVID-19 on its US operations. Whilst the consolidated entity’s business remains fully operational, there have been impacts on the working environment in the US, similar to that in Australia, with the majority of staff working remotely for the reporting period. All of the consolidated entity’s businesses continue to operate in line with government regulations and guidance.

33

PERPETUAL LIMITED AND ITS CONTROLLED ENTITIES Notes to and forming part of the condensed consolidated financial statements for the half-year ended 31 December 2020 (continued)

5-1 Reporting entity (continued)

b. Use of judgements and estimates (continued)

Consistent with the approach applied in the preparation of the annual financial statements at 30 June 2020, management has evaluated whether there were any additional areas of significant judgment or estimation uncertainty, assessed the impact of market inputs and variables potentially impacted by COVID-19 on the carrying values of its assets and liabilities, and considered the impact of COVID-19 on the consolidated entity’s financial statement disclosures. As disclosed in the annual report, the consolidated entity’s revenues have a high degree of exposure to market volatility which has the potential to lead to a material financial impact. The US operations are similarly exposed to market movements due to the nature of the business. Whilst this has been factored into the preparation of the financial report, the accounting policies and methodologies have been applied on a consistent basis to the 30 June annual report. The Directors and management continue to closely monitor developments with a focus on potential financial and operational impacts and note the situation is continuing to evolve.

Significant areas of estimation, uncertainty and critical judgements in applying accounting policies were the same as those that applied to and are described in the consolidated financial statements as at and for the year ended 30 June 2020.

5-2 Significant accounting policies

Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in the consolidated entity’s financial statements as at and for the year ended 30 June 2020.

a. Hedge accounting

A foreign currency exposure arises from a net investment in subsidiaries that have a different functional currency from that of the consolidated entity. The risk arises from the fluctuation in spot exchange rates between the functional currency of the subsidiaries and the consolidated entity’s functional currency, which causes the amount of the net investment to vary in the consolidated financial statements. This risk may have a significant impact on the consolidated entity’s financial statements. The consolidated entity’s policy is to hedge these exposures only when not doing so would be expected to have a significant impact on the regulatory capital ratios of the Company and its subsidiaries.

The hedged risk in the net investment hedge is the variability in the US dollar exchange rate against the Australian dollar that will result in a reduction in the carrying amount of the consolidated entity’s net investment in the subsidiaries. An economic relationship exists between the hedged net investment and hedging instrument due to the shared foreign currency risk exposure.

The consolidated entity uses foreign currency denominated debt as a hedging instrument. The consolidated entity assesses effectiveness by comparing past changes in the carrying amount of the debt that are attributable to a change in the spot rate with past changes in the investment in the foreign operation due to movement in the spot rate (the offset method).

The consolidated entity’s policy is to hedge the net investment only to the extent of the debt principal; therefore, the hedge ratio is established by aligning the principal amount of the debt with the carrying amount of the net investment that is designated. There are no sources of ineffectiveness because changes in the spot exchange rate are designated as the hedged risk.

b. Foreign currency translation reserve

The Foreign Currency Translation Reserve (FCTR) records the foreign currency differences from the translation of the financial information of foreign operations that have a functional currency other than Australian dollars.

5-3 New Standards and interpretations not yet adopted

There are no new standards, amendments to standards, and interpretations effective for the first time in the current financial period that would have a material impact to the consolidated entity.

34

Directors' Declaration

In the opinion of the Directors of Perpetual Limited ("the Company"):

  1. the condensed consolidated financial statements and notes set out on pages 10 to 34 are in accordance with the Corporations Act 2001 , including:

  2. (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2020 and of its performance for the half-year ended on that date; and

  3. (b) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 ; and

  4. there are reasonable grounds to believe that Perpetual Limited will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of the Directors:

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Tony D’Aloisio Chairman

Rob Adams

Managing Director

Dated at Sydney this 18[th] day of February 2021.

35

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Independent Auditor’s Review Report

To the shareholders of Perpetual Limited

Conclusion

We have reviewed the accompanying Half-year Financial Report of Perpetual Limited.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the Half-year Financial Report of Perpetual Limited does not comply with the Corporations Act 2001 , including:

  • [giving a true and fair view of the ] Consolidated Entity’s financial position as at 31 December 2020 and of its performance for the Half-year ended on that date; and

  • [complying with ] [Australian Accounting ] Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

The Half-year Financial Report comprises:

  • [Condensed Consolidated Statement of ] Financial Position as at 31 December 2020;

  • [Condensed Consolidated Statement of Profit ] or Loss and Other Comprehensive Income, Condensed Consolidated Statement of Changes in Equity and Condensed Consolidated Statement of Cash Flows for the Half-year ended on that date;

  • [Notes (Sections 1 – 5) comprising a summary ] of significant accounting policies and other explanatory information; and

  • [The Directors’ Declaration. ]

The Consolidated Entity comprises Perpetual Limited (the Company) and the entities it controlled at the Half year’s end or from time to time during the Half-year.

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report.

We are independent of the Consolidated Entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.

36

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Responsibilities of the Directors for the Half-year Financial Report

The Directors of the Company are responsible for:

  • the preparation of the Half-year Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 ; and

  • such internal control as the Directors determine is necessary to enable the preparation of the Half-year Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities for the Review of the Half-year Financial Report

Our responsibility is to express a conclusion on the Half-year Financial Report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the Half-year Financial Report does not comply with the Corporations Act 2001 including giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2020 and its performance for the Half-Year ended on that date, and complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

A review of a Half-year Financial Report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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KPMG

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Brendan Twining Partner

Sydney

18 February 2021

37

NEW SOUTH WALES

Angel Place Level 18, 123 Pitt Street Sydney NSW 2000

QUEENSLAND

Central Plaza 1 Level 15, 345 Queen Street Brisbane QLD 4000

AUSTRALIAN CAPITAL TERRITORY

Level 6, 10 Rudd Street Canberra ACT 2601

VICTORIA

Level 28 and 29 Rialto South Tower 525 Collins Street Melbourne VIC 3000

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TRILLIUM ASSET MANAGEMENT, LLC:

BOSTON

Two Financial Center 60 South Street, Suite 1100 Boston, MA 02111 USA

SAN FRANCISCO

160 Spear Street, Suite 250 San Francisco, CA 94105 USA

PORTLAND

721 NW Ninth Avenue, Suite 250 Portland, OR 97209 USA

SOUTH AUSTRALIA

Level 11, 101 Grenfell Street Adelaide SA 5000

WESTERN AUSTRALIA

Exchange Tower Level 29, 2 The Esplanade Perth WA 6000

SINGAPORE

16 Collyer Quay #07-01 Singapore 049318

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC:

DALLAS

JP Morgan Chase Tower 2200 Ross Avenue, 31st floor Dallas, TX 75201 USA

HONG KONG

Unit 22, Level 10 BOC Group Life Assurance Tower 136 Des Voeux Road Central, Central Hong Kong