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COMPUTERSHARE CLIENTADVISORY FORUMColin Clark , Michael Sansom, Matt Trevett and Tony BarkerComputershare Investor Services PLC26 th October 2011

AGENDA12.00 Welcome and opening comments12.15 US Tax – Foreign Account Tax Compliance Act(FATCA)13.15 Lunch13.30 European Updates14.00 Close2

US TAXFOREIGN ACCOUNT TAXCOMPLIANCE ACT (FATCA)Tony BarkerRegistry Dealing Product ManagerComputershare Investor Services

FATCA AGENDA› FATCA – The timetable› How does it affect Computershare and our clients in EMEA?› What are Computershare doing to prepare?4

Have you previously come across FATCA?Vote Now1. Yes2. No80%20%

Have you started to consider the implications ofFATCA for your organisation?Vote Now1. Yes2. No75%25%

FATCA – Timeline for Foreign Financial Institutions(FFI’s)‣ Winter 2011‣ Summer 2012‣ Jan – 01 July 2013‣ 01 July 2013‣ 01 Jan 2014‣ 01 Jan 2015‣ 01 July 2015‣ 01 July 2015– Further IRS guidance due.– New W8Ben due?– FFI’s encouraged to sign up to IRS agreement.– Account opening procedures in place toidentify new US accounts opened after that date.– FATCA withholding applies to US sourceincome.– FATCA withholding applies to passthrupayments.– Certify completion of all steps foridentification of pre-existing accounts.– Due diligence completed for all other accounts.7

FATCA Client & Shareholder Categorisation‣ Foreign Financial Institution (FFI)- Participating FFI- Deemed compliant FFI- Non-participating FFI‣ Non Financial Foreign Entity (NFFE)‣ US Individuals‣ Non US Individuals8

FATCA – Implications for Registry & Plans Clients› Do you have US persons on your register?-If so, do your registered holders fall under the category of financialaccounts in accordance with US guidelines?› Do you pay dividends to US investors directly to the US?› Could you have Foreign Financial Institution (FFI) responsibilities inyour own right?› Do you offer a share sale facility for US personsIf the answer is yes to any or all of the above, have you considered thenew legislation yet?9

Do you know if you have any US persons on yourregister or within your employee share plan?Vote Now1. Yes2. No100%0%

FATCA – US Person IdentityThe stated main aim for the US Treasury is to track US persons andensure they pay the correct tax. They currently believe there is widescale tax evasion by US persons hiding assets abroad.What is the definition of a US person?› US Citizens› US resident ‘aliens’ (green card holders)› Someone born in the US› US Partnerships and Trusts› Someone spending a specified amount of time in the USDo you know if you have US persons on your share register or within anemployee plan?11

FATCA – Investment Funds12

FATCA – Ordinary Registrars13

FATCA – Position of Computershare Pending FurtherIRS Guidance Due Winter 2011› The Computershare global US tax team have been working with leadingtax advisers at a US-based international law firm. Together we havecreated a submission and sent it to the IRS to seek clarification on theclassification of ‘financial accounts’. Our submission can be reviewed athttp://www.bsmlegal.com/fatca-comments.asp› Should holdings on a share register and in an employee scheme beclassified as ‘financial accounts’ or not?› We would not view these as ‘financial accounts’ and therefore requestan exemption to FATCA rules› It is accepted, however, that as we undertake share custody, sharedealing and trust work we will become a participating FFI for at leastsome Computershare entities.14

What are Computershare currently doing to prepare?‣Working with the US and colleagues globally to understand globalimplications for Computershare and currently putting a global projectteam together.‣Working on process flows to help with the classification of differenttypes of holdings.‣Looking at processes for existing accounts verses new accounts.‣Identification of all Computershare entities globally and working outwhether they would naturally fall into the category of FFI or NFFE.‣Holding client meetings and webinar’s to ensure clients understandwhat Computershare are doing and working with clients to ensure weare ready to offer.15

US Account Identification16

FATCA – Reported Progress by Industry GroupingAs well as regional differences, there are reported differences between industries:‣ Banking:- 80% of major banking groups have initiated formalFATCA compliance projects.- Nearly all Global Banks have FATCA programs inprogress.-Major European banks are focusing on product analysis a sto define FATCA compliance scope.‣ Asset Management:- Increasing numbers of asset managers haveinitiated FATCA compliance projects.- Significant engagement around lobbying efforts.‣ Insurance:- Very few insurers have initiated formal FATCAcompliance projects.- A number of insurers have engaged in investigations tosupport lobbying efforts.17

FATCAQuestions18

Do you have enough information to start discussing FATCA andthe implications it may have for your organisation?Vote Now1. Yes2. No79%21%

Would you like Computershare to have a follow-upsession or webinar on FATCA?Vote Now1. Yes2. No86%14%

QUESTIONS?Tony BarkerRegistry Dealing Product Managertony.barker@computershare.co.uk0870 703 606321

EUROPEAN UPDATESMichael SansomHead of Industry RelationsComputershare Investor Services

Demat Back on the AgendaEarly 2011: Announcement of Central Securities Depositaries (CSDs)legislationEU drive to harmonise trade and post trade activity across memberstatesIntention to regulate functions of the CSDCrucially, mandatory ‘book entry’ of securities through the memberstate CSD

The Implications of ‘Book Entry’Enforcing a market structure on the UKIntermediation for retail shareholdersReduction in register transparencyConcerns over governance implicationsGrandfathering existing securities leading to a two tiered systemIncreased costs for the market

Current StatusOngoing discussions to ensure UK market needs are reflected in theproposalsCommission: determined to proceedLocal markets: Scope to influence the model?Legal analysis underway, together with a reassessment of how afuture state dematerialised model might operate accounting forcertain characteristics the UK market would like to see preserved

International ApproachesRange of dematerialisation models have been adopted internationally› Based on local driversAddress two examples that may offer useful lessons:› United States› AustraliaLearn from the experience and the mistakes!

US Shareholding StructureIssuerDRS Certificated CEDE*DTCH H H H H HUS register of membersbrokerbrokerbroker*CEDE ‘FAST’ balance is administered by TAI I ISecurity entitlement holders

Australian Shareholding StructureIssuerIssuersponsoredAU register of membersCHESS*holder holder holder holder nomineeI I I* CHESS a/cs may be in name of nominee or investorBeneficial owners

Would you support a demat model to provide investorswith electronic holdings directly on the register?Vote Now1. Yes, in principle2. Don't know / have not made up my mind53%3. No47%0%4. No, the CSD-R as drafted is the right solution (i.e. wholly within theCSD)0%

Do you believe dematerialisation should bemandatory or optional?Vote Now1. Mandatory both for all issuers and investors ('big bang')2. Mandatory for issuers, s optional for investorss27%3. Optional for issuers and optional for investors in those companies4. Optional for issuers and mandatory for investors in those companies7%5. Mandatory: only for newly listed issuers and investors, no impact forexisting companies or investors (CSD-R proposal)0%6. Not sure / don’t know20%20%26%

Extending Shareholder Rights and CommunicationsPost Lehman Directive:› Intended to harmonise the rules governing certain aspectsrelating to securities law – impacting securities held throughan ‘Account Provider’Market Standards for Corporate Actions:› Defining the way in which ‘information’ and ‘rights’ associatedwith corporate actions are entered into the market anddisseminatedMarket Standards for General Meetings:› Defining the way in which ‘information’ associated withgeneral meetings is disseminated down the ownership chainand ‘rights’ are exercised

Other influencing factorsPart of the European Union desire to create a single harmonisedEuropean market via initiatives that address the position of beneficialowners of securities:i› The receipt of shareholder communications; and› The exercise of shareholder rightsAdditional impetus comes from:› Financial crisis and perceived failures› Governance debate and shareholders as ‘stewards’› Changes taking place to some European share ownershipmodels

Next steps and other initiatives on the horizonPost Lehman Directive, formerly known as the Securities LawDirective will be renamed prior to publication, scheduled for the endof Q1, 2012.Meeting standards are being discussed further at the E-MIG meetingin early November› Market gap analysis under way to assess compliance› A lack of progress could result in a push to legislatePotential review of European Company law in 2012 (ReflectionsGroup).

T2S, the Transparency Task Force and the importance ofshareholder visibilityShareholder visibility in the UK has four strands:› Obligation to report share ownership over fixed thresholds;› Ability for issuers to demand information› Legal penalties for failure to provide information› Information provided is in the public domainShareholder h visibility ibili in Europe varies by Member State:› In some instances, an enquiry can only be made in advance of acorporate action› In some markets, issuers have to pay intermediaries forownership information

T2S, the Transparency Task Force and the importance ofshareholder visibilityECB plans to create a single pan-European settlement system:› Concerns about a loss of transparency› Transparency Taskforce created to explore EU legalharmonisation of cross-border shareholder transparency,harmonise market practice and establish a technical solutionBank of England has recently confirmed that Sterling as a currencyBank of England has recently confirmed that Sterling as a currencywill not take part in T2S.

QUESTIONS?Michael SansomHead of Industry RelationsMichael.Sansom@computershare.co.uk36