Perpetual Limited — Share Issue/Capital Change 2002

Nov 20, 2002

Date:	20 November 2002		Perpetual Trustees Australia Limited ABN 86 000 431 827
To:	The Manager Company Announcements Australian Stock Exchange Limited Fax: 1300 300 021	AUSTRALIAN STOCK EXCHANGE PPT000973	39 Hunter Street Sydney GPO Box 4172 Sydney NSW 2001 Australia DX 365 Sydney
From:	David Richards Manager, Corporate Risk		Telephone 02 9229 9000 Facsimile 02 9232 8936
Subject:	BY FAX Perpetual Trustees Australia Limited Executive Option Plan - New Issue Announcement
Pages:	9 (including this cover page)

The information in this facsimile is intended for the recipient(s) only. It may contain privileged and confidential information and if you are not an intended recipiem, you must not copy, distribute or take any action in reliance on it. If you have received this facsimile in error, please notify us immediately by collect telephone call on the number provided above and return the facsinile to the sender by mail. We will reimburse you for the postage.

We enclose suitably completed an Appendix 3B relating to the above matter.

The shares have been issued as a consequence of applications received from eligible participants to exercise their allocation in Perpetual Trustees Australia Limited Executive Option Plan.

The current PPT shares on issue and as disclosed in the appendix was arrived at in the following manner.

As per last Appendix 3B lodged 01 November 2002	37,732,563
Less on-market share purchased, settled and cancelled 04 October 2002 - 19 November
2002	(50, 106)
As per enclosed	1,106

Total shares on issue 20 November 2002

37,683,563

David Richards

Manager, Corporate Risk Direct Phone 02 9229 9084

$T - 370$ P.02/09 F-664

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96 Crigin: Appendix 5 Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

Perpetual Trustees Australia Limited

ABN

86 000 431 827

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

*Class of *securities issued or to be | Ordinary $\mathbf{I}$ issued

1,106

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the *securities (eg, if options, exercise price and expiry date; if partly paid 'securities, the amount outstanding and due dates for payment, $\mathbf{if}$ +convertible securities, the conversion price and dates for conversion)

Exercise of option entitlements by eligible participants under Perpetual's Executive Option Plan

⁺ See chapter 19 for defined terms.

4	Do the "securities rank equally in all respects from the date of allotment with an existing "class of quoted 'securines?	Yes
	If the additional securities do not rank equally, please state: the date from which they do the extent which to they participate for the next dividend, (in the case οf a trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5.	Issue price or consideration	1,106 options @ \$20.66
6.	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	To satisfy the exercise by participants of their entitlements under Option Plan	Perpetual's	Executive
7	Dates of entering 'securities into uncertificated holdings or despatch of certificates	19 November 2002
8	Number and class of all	Number	*Class
	*securities quoted ASX. $\mathbf{O}$ (including the securities in clause 2 if applicable)	37,683,563	Ordinary

$\sim$

$\epsilon$

⁺ See chapter 19 for defined terms.

*Class

Ordinary

Number $\ddot{Q}$ Number and ⁺class of all 1,489,718 "securities not quoted on ASX (including the securities in clause 2 if applicable)

10	Dividend policy (in the case of a
	must, distribution policy) on the
	increased capital (interests)

Rank pari passu with existing securities from date of alloment

Part 2 - Bonus issue or pro rata issue

$11$ Is security holder approval required? $12^°$ Is the issue renounceable or nonrenounceable? $13^°$ Ratio in which the "securities will be offered $14$ ⁺Class of ⁺securities to which the offer relates 15 "Record date to determine entitlements $16$ Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has "security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations

⁺ See chapter 19 for defined terms.

NOV-21-20 09:42 FROM-PERPETUAL

Appendix 3B
	New issue announcement

20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of "security holders
25	If the issue is contingent on "security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do *security holders sell their entitlements in full through a broker?
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?

$\overline{\phantom{a}}$

$\sim$

⁺ See chapter 19 for defined terms.

32 How do "security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• $(a)$ Securities described in Part 1 M
• $(b)$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expay or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or documents

35

If the "securities are "equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

36 If the "securities are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over

A copy of any trust deed for the additional "securities

(now go to 43)

37

⁺ See chapter 19 for defined terms.

NOV-21-20 09:43 FROM-PERPETUAL

+61-2-92328936

$I - 370$ P.07/09 F-664

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• 39 Class of *securities for which quotation is sought
• 40 Do the *securities rank equally in all respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend. (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend. distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and *class of all *securities 42 quoted on ASX (including the securities in clause 38)

	----

Number __	T Class

(now go to 43)

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

All entities

43 Payment method (tick one)

	Cheque attached
--	-----------------

Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

Periodic payment as agreed with the home branch has been arranged ⊠

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not $\blacksquare$ for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

• Section 724 or section 1016E of the Corporations Act does not apply to any $\bullet$ applications received by us in relation to any "securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the $\bullet$ Corporations Act in relation to the 'securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

⁺ See chapter 19 for defined terms.

• $\overline{\mathbf{3}}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{\mathbf{4}}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before "quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

$\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$

7 ------------------------------------(Director/Company secretary)

Print name:

Sign here:

David Richards

⁺ See chapter 19 for defined terms.