2010 Annual Report - Computershare

USA Regional OverviewDespite falls in corporate activity and continuedlow interest rates, Computershare‘s USAbusiness delivered a 20.3% increase in revenueduring FY2010. This improved result was largelyattributable to a full year contribution from theKurtzman Carson Consultants LLC business andsubstantial growth by the Mutual Funds business.543.8+20 %Revenue587.7529.5493.3593.3+ 49 %EBITDA143.5135.4118.496.0143.12010 HIGHLIGHTS> Acquired National City Bank’s transfer agency business> Completed the largest mutual fund proxy project in history for AmericanFunds> Won major clients for Investor Services business06 07 08 09 10($ Million)06 07 08 09 10($ Million)YEAR IN REVIEWThe Investor Services business added a significant amount of new business in FY2010, signing two major new clients and acquiringthe fifth largest transfer agent in the market. The business also entered a new market, global bond servicing.Last year’s acquisition of corporate restructuring and class action firm Kurtzman Carson Consultants LLC (KCC) andComputershare’s continued cost control efforts had a positive impact, despite falls in US corporate activity.Low interest rates continued to negatively impact the region’s performance.ACHIEVEMENTSInvestor Services won the fiscal agency business for the State of Israel’s bonds program, a new global endeavour, and becametransfer agent for Frontier Communications after its merger with New Communications (a spin-off from Verizon). These wins,together with the 120 clients gained from the acquisition of National City Bank’s transfer agency business, helped offset client lossesdue to bankruptcy, insolvency and takeover driven by macro-economic conditions.A major project to integrate products and solutions across our core equity services – including transfer agency and registry,corporate events and employee plan services – was completed, facilitating cross-sell and up-sell activity and lowering operationalcosts.The Funds Services business successfully completed the largest mutual fund proxy project ever for American Funds, as well as twoof the industry’s three largest acquisition proxy projects this year for Morgan Stanley and Bank of America.Georgeson’s corporate proxy business reinforced its number one position worldwide for M&A and contested solicitations, withwins for complex deals including Kraft, MetLife, Mattel, J.C. Penny, Marathon Oil and Clorox. The Kraft transaction illustrates howComputershare’s global network offers international clients unparalleled cross-border knowledge and execution expertise.KCC now shares the number one ranking for overall market share in the bankruptcy administration market and holds the highestmarket share of large-cap clients. New clients signed included CIT, Charter, GGP, Lear and Citadel.The Communication Services business captured business previously outsourced by KCC and created strategic marketing allianceswith key third party providers. The business’s electronic customer management platforms have been successfully used by clients inmultiple industries.During FY2010, Computershare integrated its employee plan outsourcing and software businesses to offer a complete and flexiblesolution to a broader client base, with a more efficient sales force and support team.OUTLOOK AND PRIORITIESThe Securities Exchange Commission’s consultation on possible changes to proxy mechanics may open up opportunities forComputershare to compete in a significantly larger section of the annual meeting market. It is hoped the consultation will result inreforms that will enable Computershare to bring more choice to issuers, and allow for greater transparency of share ownership andmore direct communication between issuers and their investors.KCC will continue to take advantage of synergies with Computershare’s other businesses and will focus on cross-selling opportunitiesand transferring previously outsourced business to Computershare. KCC will also work to further develop its class actionadministration capabilities.All US businesses are poised to take advantage of any upturn in the US economy, especially in M&A activity and interest rates.PAGE 8 Computershare Annual Report 2010

Europe, Middle East & Africa Regional OverviewComputershare’s EMEA business was unableto match its record FY2009 performance, aschallenging market conditions caused the loss ofsome Investor Services clients and there was anexpected slowdown in corporate actions followingthe record levels of FY2009. The acquisitions ofI-nvestor and the HBOS employee plans businesscontributed positively to the region’s result.2010 HIGHLIGHTS> Acquired HBOS ESS employee plans business> Won major Investor Services and Plan Managers clients> Entered Scandinavian registry market through I-nvestor acquisitionYEAR IN REVIEWThe UK Investor Services, Plan Managers and Communication Services businesses all performed well despite challenging marketconditions.Computershare entered the Scandinavian market through the acquisition of registry, plans and AGM services provider, I-nvestor.This business delivered a strong yearly result along with the Channel Islands business, while a securities market downturn sloweddevelopment in Russia. The Irish business delivered another good result.The acquisition of major share plan provider HBOS EES had a small positive financial effect and 450 new clients are being migratedonto Plan Managers’ systems. Significant additional financial benefit is anticipated as the migrations progress.CVS was successfully integrated into the wider business and performed reasonably in its first full year of ownership. Thedevelopment of internal dealing services and a focus on foreign exchange services as an income stream also delivered strongrevenue contributions. The Channel Islands business was consolidated with the remaining 50% stake being acquired from the jointventure partner. The HBOS EES offshore business is also being integrated to create a single Jersey business presence.ACHIEVEMENTSThe UK Investor Services business secured nine new FTSE 350 clients, including Resolution and Schroders, as well as contractrenewals from several major clients. Significant IPO wins included SuperGroup, Essar and African Barrick Gold.The UK business also managed rights issues for Bank of Ireland and Ladbrokes, and the acquisitions of Cadbury by Kraft and FriendsProvident by Resolution. Innovations included the successful transition of Vodafone’s bi-annual dividend from cheque to direct bankcredit.Computershare successfully managed Germany’s largest IPO in two years, Brenntag, while the African business expanded furtherby securing a licence to provide registry services in Ghana. Computershare’s Russian business added nearly 300 new clients throughthe acquisition of Registrar Vash, and regulatory approval has been secured to acquire the remaining stake in Registrar Nikoil.Plan Managers secured a prestigious contract to administer the Asda (part of the Wal-Mart group) Sharesave scheme, along withcontracts from Schroders and Kazakhmys. The Deposit Protection Service now protects over 600,000 deposits worth approximately£445 million. The business recently introduced innovative SMS messaging to support deposit reclaim.Georgeson worked on the UK’s two largest M&A transactions in FY2010, as well as Kraft’s offer for Cadbury and Prudential’s abortedbid for AIA. The business was also involved in the biggest proxy fight in Continental Europe, Lagardere’s successful defence againstGuy Wyser Pratte.OUTLOOK AND PRIORITIESA major priority for the UK business will be continuing the HBOS EES integration into Plan Managers, which will strengthenComputershare’s ability to provide synergised, globally integrated plans to major clients. Other priorities include developing crosssale opportunities with Computershare’s businesses in Scandinavia and Continental Europe, and continuing to focus on winning IPOopportunities.Computershare Voucher Services will seek to counteract downward price pressure in the market due to public sector cutbacksthrough superior technology and cost management, while maintaining its focus on service delivery and quality.In Russia, Computershare will focus on integrating Nikoil and The National Registry Company, and the subsequent launch ofComputershare Russia.Looking for appropriate acquisition opportunities will remain a priority in the region, as will preparing for market structure initiativesincluding T2S and the development of a Russian CSD.242.2-16 %Revenue322.2388.0441.5369.431.8- 30 %EBITDA82.8116.7182.806 07 08 09 10 06 07 08 09 10($ Million) ($ Million)128.02-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationPAGE 9

Australia and New Zealand Regional OverviewComputershare’s Australia and New Zealandbusiness achieved another year of growth,assisted by a stronger Australian dollar andcontinued secondary capital raisings during thefirst half of the financial year.2010 HIGHLIGHTS› Managed 73% of IPOs by capital raised› Delivered new technology to support strong growth in inboundcommunications and image processing capabilities› Continued success with web-based services for custodians and otherintermediaries177.3+ 13 %Revenue219.4296.1295.5335.306 07 08 09 10($ Million)31.5+29 %EBITDA51.568.065.184.106 07 08 09 10($ Million)YEAR IN REVIEWThe Investor Services business continued to perform strongly in difficult trading conditions.The major focus for Communication Services was the introduction of new technology, which further cemented the company as aleading provider of communications solutions.Plan Managers led the market in complex global plan administration, including management of BHP Billiton’s vesting to morethan 12,000 employees around the globe with real-time trading functionality across four exchanges and payments in more than30 jurisdictions. The Funds Services business successfully retained key clients under new long term contract arrangements.ACHIEVEMENTSInvestor Services managed 73% of IPOs by capital raised and administered a significant number of corporate actions for majorcompanies, including Myer, ANZ and Woodside Petroleum. In total, over $16 billion was raised for more than 350 issuers.Computershare’s ongoing focus on quality was again recognised by achieving the highest award category of any entrant in the 2009Australian Business Excellence Awards.The New Zealand Investor Services business managed several significant corporate actions, including the Auckland City CouncilBond offer and the Fonterra Bond offer worth a combined NZ$500 million.Significant penetration among the custodian market continued to drive usage of Intermediary Online, a unique web portal whichallows custodians to manage their holdings and interact with the registry more efficiently and with less risk. Proxy services havebeen especially well received.Communication Services continued to introduce new products and technology, including a web based publishing platform and animage processing product in partnership with the Commonwealth Bank of Australia. Major commercial client wins included NewsLimited and Centrelink, the business’s first major appointment as a Government supplier.Following legislative changes introduced by the Federal Government in December 2009, Plan Managers successfully produced morethan 234,000 participant tax statements within the required 14 day timeframe.The Fund Services business expanded its product set and developed capability for new products, including retained assetadministration and fixed interest products.Despite subdued M&A activity, Georgeson continued to lead the market in proxy services by working on a number of majortakeovers. Among the most significant were Boart Longyear’s Extraordinary General Meeting and Sino Gold’s AU$2.1 billion mergerscheme with Eldorado. The business also assisted in numerous capital raisings during the first half of FY2010, including ANZ, NAB,CSR, Ramsay Health, Bendigo and Adelaide Bank, Asciano and Macquarie Airports.OUTLOOK AND PRIORITIESWhile subdued market activity is expected to impact the performance of Investor Services and Georgeson in the short term,Investor Services will focus on the successful delivery of the major QR National IPO, should it progress.Maintaining market leadership in operational and service quality will remain a significant focus, with the Lean Six Sigma programcontinuing across the enterprise.Plan Managers is set to continue its growth in the post-tax global plans market and through the ongoing development of newproducts.The final elements of the QM Technologies integration into Communication Services remain on track and are expected to becompleted by the end of the calendar year.PAGE 10 Computershare Annual Report 2010

Canada Regional OverviewA stronger second half helped Computershare’sCanadian business improve on its FY2009performance, albeit marginally. The result wasaided by strong revenue growth by the PlanManagers business and several major client wins.2010 HIGHLIGHTS> Won the fiscal agency role for the State of Israel’s global bond program> Facilitated major corporate actions for Great-West Lifeco Inc. and IcahnGroup> Won major Investor Services clientsYEAR IN REVIEWThe Investor Services business maintained its leadership in market share and IPO appointments, while Plan Managers achievedrecord profitability as a result of strong revenue growth and new operational efficiencies.Communication Services achieved steady growth and continued to focus on sales, quality and customer service improvements.Georgeson won a reasonable share of the limited opportunities. It otherwise mitigated the impact of the subdued market by carefulmanagement of overheads.ACHIEVEMENTSComputershare continued to lead industry innovation by launching a Direct Registration service for Investor Services clients andGeorgeson’s Televote service to enhance retail voter response.The Corporate Trust business won the fiscal agency role for the State of Israel’s global bond program, while total debt underadministration increased by 13%, reaching $1.42 trillion.Investor Services secured several of the year’s largest opportunities, winning contracts to provide transfer agency services forTim Hortons and fiscal agency services for Province of Alberta Savings Bonds.Despite slow market conditions and increased competition, Georgeson continued to lead the market in proxy solicitation services byworking on major deals including Encana, Falcon Oil, Mirror Lake, and Transalta Corp.Computershare also managed a number of Canada’s major corporate actions including the Great-West Lifeco Inc. redemption, IcahnGroup’s offer for Lionsgate, and CRCC-Tongguan Investment Co., Ltd.’s CAD$679 million offer for Corriente Resources Inc. Prominentasset reunification programs were also managed for IBM, Astral Media, Fairmont Hotels & Resorts, Barrick Gold Corporation andTeck Resources Ltd.High client satisfaction levels enabled Plan Managers to derive 70% of new business from existing clients, while CommunicationServices expanded its commercial offering into the financial services industry.156.3+ 4 %Revenue193.6224.3182.1190.406 07 08 09 10($ Million)53.2+3 %EBITDA74.9100.983.185.806 07 08 09 10($ Million)2-15Overview16-38Governance39-93Financials94-97ReportsOUTLOOK AND PRIORITIESWith relationship building and client retention continuing to be priorities for the Canadian business, driving higher client satisfactionlevels through operational excellence will be a major focus in FY2011 and beyond.Investor Services will focus on new product development to further strengthen its market position as an innovative, high valueservice provider.Georgeson and Investor Services are well placed to take advantage of any increase in corporate actions activity.Plan Managers is also well placed to take advantage of any strengthening in the economy, while Communication Services willcontinue to offer its clients and prospects effective electronic and customer centric solutions.98-101Further InformationPAGE 11

Asia Regional OverviewComputershare’s Asian business delivered alarge increase in revenue, driven by substantialincreases in IPO activity in Hong Kong and Indiaand improved cost management.2010 HIGHLIGHTS> Managed 54 IPOs and 90% of capital raised in Hong Kong> More than doubled Plan Managers’ client base in Asia> Commenced managing the largest IPO in history by value70.6+ 28 %Revenue87.2134.391.3117.013.6+84 %EBITDA23.448.527.550.706 07 08 09 10($ Million)06 07 08 09 10($ Million)YEAR IN REVIEWRobust growth in China and India helped Computershare’s Asian businesses recover strongly from the previous year’s difficultmarket conditions and defy the effects of the European sovereign debt crisis.The Hong Kong Investor Services business achieved good results, benefitting from a resurgence in capital raisings (and othercorporate actions), and the introduction of new products and cost rationalisation measures.In addition to its regulatory and client liaison functions, Beijing-based Computershare International Information ConsultancyServices Limited now provides shareholder meeting services to clients in China.The Plan Managers business continued to grow, doubling its client base and recruiting new staff to help cater for increasedplan opportunities in the region. The take up of Georgeson proxy solicitation services in China and Hong Kong also acceleratedsignificantly.Computershare’s Indian business rebounded strongly from the economic uncertainty caused by the 2009 Indian General Election.The Mutual Fund business continued to pick up new mandates and benefit from strong growth in assets under management, whileminimal IPO activity was offset by increased corporate actions and tighter cost control measures.Computershare’s joint venture in Japan with Mitsubishi UFJ Trust Bank suffered from a decline in corporate actions.ACHIEVEMENTSIn the Hong Kong IPO market, Computershare benefitted from an influx of international listings, capturing 54 new floats and 90%of capital raised. In addition to the flow of IPOs from China, new listings included The United Company of Rusal (Russia), Asia Citrus(UK), Prudential Insurance (UK), L’Occitane (France), South Gobi (Canada). Major rights issues were managed for China MerchantBank and Bank of Communications.On 30 June 2010, Computershare commenced management of the $22.1 billion Agricultural Bank of China IPO, the largest inhistory by value.Computershare actively participated in Hong Kong’s development of a scripless securities market model.The Indian Mutual Fund business secured new mandates from Axis, Peerless and Motilal Oswal during the year. The Investor Servicesbusiness managed a number of IPOs, including Oil India, India Bulls Power and Adani Power, as well as the first Indian DepositoryReceipt issue for Standard Chartered Bank Plc.Plan Managers more than doubled its client base in Asia, adding new clients such as NetEase, Shanda Game and GOME.Proxy solicitations were completed for Sinopec, China Eastern Airlines, Tianjin Port Development, Huaneng Power International,Dalian Port, Angang Steel, Great Wall Technology and China Railway Construction Company.OUTLOOK AND PRIORITIESThe continued popularity of Hong Kong as a centre for international capital raisings is expected to increase IPO activity in theregion.Rights issues for Bank of China and China Construction Bank are scheduled to commence early in FY2011 and the business iscurrently preparing systems to handle Renminbi (RMB) denominated transactions in anticipation of Hong Kong becoming a RMBoffshore centre.The Indian business is expected to grow in the next year; however, the evolution of Indian market infrastructure will continue tocreate regulatory uncertainty.Computershare will continue to explore further growth opportunities in new markets and services within the region.PAGE 12 Computershare Annual Report 2010

Global Services OverviewThe Global Capital Markets Group (GCM) had another successful year as it continued toleverage Computershare’s global footprint to deliver sophisticated and unique solutions forinternational and global issuers.Both Computershare Governance Services (CGS) and IML had challenging years, as anongoing slump in discretionary spending slowed demand in all regions. Both businessescontinued to invest in technology and product enhancements and are ideally placed tocapitalise on any improvement in market conditions.2-15OverviewGLOBAL CAPITAL MARKETS GROUPGCM advised on and/or managed a number of cross-border transactions, including CDI to DI (CREST Depository Interests toDepository Interests) conversions for Virgin Media (US NASDAQ, UK LSE) and Phoenix Group Holdings, and the acquisition ofCadbury Plc by Kraft.Sixteen new DI programs were established, while several Channel Islands based companies leveraged Computershare’s globalregistry capabilities to form secondary listings in Canada and the US (without using American Depository Receipts). Cross-borderlistings continued between Australia and Canada.GCM’s Global Transaction Unit processed over 35,000 cross border transactions in markets throughout the world. The introductionof the web based xSettle service has enabled GCM to leverage Computershare’s global technology capabilities and close links tolocal clearing houses to accelerate the movement of securities between markets.Market DevelopmentsGCM continued to actively lead efforts to influence regulatory policy in Canada, China, the European Union, Hong Kong, Russia,the UK and the USA, as regulators, market infrastructure providers and major market users considered potential changes to localmarket regulations, structures and operations.GCM made policy submissions on the following matters to promote and protect the interests of issuers and their shareholders,and expects to be further consulted (and to make representations) on these and other important national market structuredevelopments in FY2011:> The US Securities and Investment Commission is considering reforms to proxy voting and shareholder communications, and isreviewing the “proxy plumbing” issue;> The European Central Bank is proposing to introduce a pan-European settlement system by 2014, while the European Commissionis preparing a directive on securities law and developing a number of market harmonisation initiatives; and> China is developing the structure for its International Board, which will allow foreign issuers to list on the Shanghai StockExchange. GCM is proposing a service to provide connectivity between China and other major international markets, particularlythe UK and US, to facilitate the delivery of shareholder rights and entitlementsIMLIML’s overall results were down on FY2009, as organisations throughout the world cut back on discretionary spending at meetings,conferences and events. The result was also impacted by fewer Extraordinary General Meetings in all regions.Highlights for the year included the use of IML’s technology to gauge audience sentiment during nationally televised politicaldebates in the UK and Australia, and the development of a new industry leading interactive device, the IML Connector.In Asia, the business will seek further shareholder meeting opportunities after its technology was used successfully at AGMs forSGX, SingTel and Singapore Airlines.In FY2011 the business will aim to take advantage of a recovery in the event and conference market, which started during thesecond half of FY2010, and also seek to drive revenue growth through the new IML Connector device.GOVERNANCE SERVICESCGS delivered a disappointing result on the back of difficult economic conditions, particularly in the UK and Germany.The business did continue to grow in North America and Australia, and received positive feedback from European clients regardingservice and support improvements made during the year.New clients were signed within all regions, including MERCK KGaA and Liberty Global Europe BV in Europe, TIAA-CREF and Goodyearin North America, and the Commonwealth Bank of Australia and QIC Limited in the Asia Pacific region.Throughout the year, CGS introduced a number of significant product and service enhancements, while continued investmentin resources, technology and client support will enable the business to capitalise on the eventual release of pent up demand forgovernance and compliance related products.CGS’s BoardWorks application will also be enhanced to take advantage of increased demand for board portal services.16-38Governance39-93Financials94-97Reports98-101Further InformationPAGE 13

Corporate ResponsibilityWe are committed to engaging all of our stakeholders to effect positive change that improvesthe quality and sustainability of our environment, workplace, community and marketplace.OUR APPROACHComputershare understands the importance of responsible citizenship, governance and transparency, and like many organisations,has a long history of active engagement with its workforce, communities and marketplace. Computershare is committed to atransparent, accountable approach to business that recognises the legitimate interests of all stakeholders.More recently, we have taken further measureable steps to manage our long term impact on the environment, and havemade sustainability a core challenge across the enterprise. In keeping with our practical business approach, values and culture,Computershare will continue to focus only on activities that deliver real and meaningful difference and give those ideas enterprisewide support.ACHIEVEMENTSComputershare continues to be recognised as a member of the FTSE4Good Index Series, an important benchmark index designedto measure the performance of companies that meet globally recognised corporate responsibility standards.In support of our ongoing commitment to transparency and disclosure of our environmental footprint we have responded to the2010 Carbon Disclosure Project request for information. This information is available on the Carbon Disclosure Project website -www.cdproject.netDuring the last 12 months we have made a number of significant achievements, including but not limited to:Change a LifeComputershare’s Change a Life initiative has continued to fund projects that address poverty and empower communities to effectchange around the world. Over AU$3.5 million has now been raised from company-matched employee donations, corporatecontributions and fundraising programs.Change a Life currently supports the Sunrise Children’s Village orphanage project in Cambodia and three World Vision communitylearning centres in Kenya. The farmer managed natural regeneration project in Chad, which Change a Life has supported for overfour years, was completed in March 2010.To find out more about Change a Life and the projects it sponsors visitwww.changealife.com.aueTree®Our eTree® initiative continues to actively drive electronic communications take-up and significantly reduce paper-based investorcommunications globally. Since its launch in 2004, eTree® has provided valuable funding for environmental restoration projects andhas directly led to the planting of more than four million trees worldwide.For more information please visit www.etree.com.auStudents at the World Vision Community Learning Centre, Kenya.The children of the Sunrise Children’s Village in Cambodia.PAGE 14 Computershare Annual Report 2010

Green Week 2010As a company with a global workforce of over 11,000, we work to reduce the environmental impact of our employees in theworkplace. With this in mind, we held our inaugural Computershare ‘Green Week’ during February 2010, which involved all of oursites and employees globally. To continue the awareness campaign, a ‘Green Day’ is held monthly with various themes explored eachtime.2-15OverviewGreen Office ChallengeImproving the environmental efficiency of our many sites and offices helps Computershare reduce its overall impact on theenvironment. The Green Office Challenge is a friendly global competition that encourages our operating sites throughout the worldto become more efficient. The competition commenced with a self-audit based on simple metrics, such as waste minimisationmeasures and recycling levels, amongst other variables. Once a baseline score was established each office strived to improve itsscore by the end of August 2010, at which time we identified and acknowledged the most sustainable Computershare office.Environmental FootprintAlthough our business has a relatively small environmental footprint, we are continuing to review our operations so we canimprove and measure our impact on the environment. We encourage our building management teams across all sites globally tocarry out office-based initiatives, and our sustainability committee provides a framework to execute, measure and monitor globalenvironmental initiatives.16-38GovernanceProducts and ServicesOur sustainable communication solutions, delivered across a wide range of our businesses, help clients identify and implementlower cost and more environmentally friendly communication strategies for their key stakeholder groups, such as securityholders,customers, employees and members.39-93Financials94-97ReportsStaff at Computershare’s Osborne Park office duringGreen Week, February 2010.A Landcare Australia volunteer group in Minimay, Victoria.98-101Further InformationPAGE 15

Corporate Governance Statement1. COMPUTERSHARE’S APPROACH TO CORPORATE GOVERNANCEGood corporate governance is important to Computershare and the Board is committed to maintaining high governance standards.A description of Computershare’s main corporate governance practices is set out in this corporate governance statement. Allpractices were in place for the entire year ended 30 June 2010, unless otherwise stated. References in this statement to the ‘Group’refer to Computershare Limited and its controlled entities.2. BOARD RESPONSIBILITIESThe Board is responsible for the corporate governance of the Group and is governed by the principles set out in the Board Charter, acopy of which is available from the corporate governance section of the Computershare website - www.computershare.com.The principal role of the Board is to ensure the long term prosperity of the Group by setting broad corporate governance policiesand ensuring they are effectively implemented by management. The Board carries out this role primarily by:› overseeing the Group and its global operations;› appointing and removing, where appropriate, the senior executives of the Group;› setting the strategic direction of the Group and providing strategic advice to management;› providing input into and approving the corporate strategy and performance objectives developed by management;› reviewing and ratifying systems of governance, risk management and internal compliance and control, as well as codes ofconduct and legal compliance to ensure appropriate compliance frameworks and controls are in place;› approving budgets and monitoring progress against those budgets and establishing and reporting on financial and non-financialkey performance indicators; and› ensuring executive remuneration is appropriate and consistent with guidance provided by the Board’s Remuneration Committee.The Board has delegated to senior management responsibility for a number of matters, including:› managing the Group’s day to day operations in accordance with Board approved authorisations, policies and procedures;› developing the Group’s annual budget, recommending it to the Board for approval and managing the Group’s day to dayoperations within that budget; and› implementing corporate strategy and making recommendations on significant corporate strategic initiatives.3. COMPOSITION OF THE BOARD OF DIRECTORSComputershare’s Constitution provides that:› the minimum number of directors is three and the maximum number of directors is ten;› at each annual general meeting, at least two directors must retire from office. Re-appointment is not automatic. If retiringdirectors wish to continue to hold office they must submit themselves for re-election by Computershare’s shareholders; and› no director (other than the Managing Director) may be in office for longer than three years without facing re-election.PAGE 16 Computershare Annual Report 2010

Membership and expertise of the BoardThe Board has a broad range of necessary skills, knowledge and experience to govern the Group and understand the markets andchallenges the Group faces. As at the date of this Annual Report, the Board composition (with details of the professional backgroundof each director) is as follows:Christopher John MorrisPosition: ChairmanAge: 62Independent: NoW. Stuart CrosbyPosition: Chief Executive OfficerAge: 54Independent: NoChris Morris is a founding member of Computershare (established in 1978) and was appointedChief Executive Officer in 1990. Chris’ extensive knowledge of the securities industry and itsuser requirements from both a national and international perspective, coupled with his passionand long term strategic vision, have been instrumental in developing Computershare into aglobal company that is unique in its provision of a full range of solutions to meet the needsof listed companies and their stakeholders. In November 2006, Chris became the Group’sExecutive Chairman and in September 2010 he relinquished his executive responsibilities andis now Non-Executive Chairman.Chris was also appointed as the non-executive Chairman of Empire Beer Group Limited inMarch 2009.Chris is Chairman of the Nomination Committee and the Acquisitions Committee and is amember of the Remuneration Committee. He is based in Melbourne.Stuart Crosby was appointed Chief Executive Officer and President of the ComputershareGroup in November 2006. He has been with the company for over 10 years.Before becoming CEO, Stuart was the Group’s Chief Operating Officer. He also spent severalyears running the company’s operations in Australia, New Zealand, India and Hong Kong, andplayed a key role in building the company’s interests in Asia and Continental Europe.Prior to joining Computershare, Stuart was the National Head of Listings at the AustralianSecurities Exchange and held various senior roles with the Hong Kong Securities and FuturesCommission.Stuart is a member of the Nomination Committee and the Acquisitions Committee. He is basedin Melbourne.2-15Overview16-38Governance39-93FinancialsPenelope Jane MaclaganBSc (Hons), DipEdPosition: Non-Executive DirectorAge: 58Independent: NoPenny Maclagan joined Computershare in 1983 and was appointed to the Board as anexecutive director in May 1995.Until 2008, as head of Computershare Technology Services, Penny was responsible forplanning, developing and executing technology across the world in support of the Group’sglobal strategy. In 2008, Penny reduced her day to day involvement and gave up her linemanagement role and in September 2010 gave up her remaining executive responsibilities.As has been the case throughout her career with Computershare, Penny remainsdeeply involved in technology support and development. Her detailed understanding ofComputershare’s proprietary technology and of the global securities industry greatlycontributes to the maintenance of Computershare’s competitive advantage in the globalmarketplace.Penny is a member of the Remuneration and Nomination Committees and is based inMelbourne.94-97ReportsAnthony Norman WalesFCA, FCISPosition: Non-Executive DirectorAge: 66Independent: YesTony Wales has been involved with Computershare since 1981 and was appointed Executive(Finance) Director in 1990. On 30 September 2001, Tony relinquished his executiveresponsibilities and, since that time, has remained on the Board in a non-executive capacity.During his time as Finance Director, Tony was instrumental in much of the strategic expansionof the Group from its days as a small Australian provider of bureau services to a globalcompany that is unique in its provision of solutions to meet the needs of listed companies andtheir stakeholders. Of particular importance was Tony’s principal role in negotiations and thedue diligence process for the Company’s major acquisitions.In September 2010, Tony advised the Company that he would be resigning as a director at theend of the Company’s annual general meeting to be held in November 2010.Tony has been a non-executive director of Firstfolio Limited since October 2002.Tony is Chairman of the Remuneration Committee and is a member of the Risk and AuditCommittee and the Nomination Committee. He is based in Sydney.98-101Further InformationPAGE 17

Corporate Governance StatementSimon JonesM.A.(Oxon), A.C.A.Position: Non-Executive DirectorAge: 54Independent: YesArthur Leslie (Les) OwenBSc, FIA, FIAA, FPMIPosition: Non-Executive DirectorAge: 61Independent: YesNerolie Phyllis WithnallBA LLB FAICDSimon Jones was appointed to the Board on 10 November 2005 as a non-executive director.Simon is a chartered accountant and a director of Canterbury Partners, a boutique corporateadvisory firm based in Melbourne. He has extensive experience in investment advisory,valuations, mergers and acquisitions, public offerings, audit and venture capital.Simon is a former Managing Director of N.M. Rothschild and Sons (Australia) - Melbourneoffice. He is also a former Head of Audit and Business Advisory (Australia & New Zealand) andCorporate Finance (Melbourne) of Arthur Andersen.Simon has been a director of Melbourne IT Limited since 2003 and was appointed its Chairmanin November 2009. He is also the Chairman of the Advisory Board of MAB Limited andTreasurer of the Melbourne International Arts Festival.Simon is Chairman of the Risk and Audit Committee and is a member of the RemunerationCommittee, Acquisitions Committee and the Nomination Committee. He is based in Melbourne.Les Owen was appointed to the Board on 1 February 2007 as a non-executive director. Lesis a qualified actuary with over 35 years experience in the financial services industry. FromJanuary 2000 to September 2006, he was the Group Chief Executive Officer of AXA AsiaPacific Holdings Limited, one of Australia’s top 50 listed companies. Prior to his appointmentat AXA Asia Pacific, he was the Chief Executive Officer of AXA Sun Life plc, one of the largestlife insurance companies in the UK. He was also a member of the Global AXA Group ExecutiveBoard and a member of the Federal Treasurer’s Financial Sector Advisory Council.Les is based in Bristol in the UK, although he splits his time between the UK and Australia andretains significant ties to Melbourne. He is a non-executive director of Discovery Holdings (aSouth African listed health and life insurer), the Royal Mail and Just Retirement in the UK andalso the Football Federation of Australia.Les is a member of the Risk and Audit Committee, the Remuneration Committee and theNomination Committee.Nerolie Withnall was appointed to the Board as a non-executive director on 1 July 2008. Aformer Corporate Partner with Minter Ellison lawyers until 2000, Nerolie holds a range ofdirectorships, including Redcape Property Fund Limited (2007 – present), Campbell BrothersLimited (1994 – present), PanAust Limited (1996 – present) and Alchemia Limited (2003 –present).Nerolie was also Chairman of QM Technologies Limited from 2003 until its takeover byComputershare Communication Services Limited in March 2008.Nerolie is a member of the Remuneration Committee and the Nomination Committee.Position: Non-Executive DirectorAge: 66Independent: YesGerald (Jerry) LiebermanJerry Lieberman was appointed to the Board as a non-executive director on1 August 2010, having recently retired as President and Chief Operating Officer ofAllianceBernstein L.P, a United States based global investment management firm. Jerry haspreviously held a number of senior positions in both line and staff roles in financial servicesorganisations in the United States and Mexico, including Chief of Administration at SanfordC. Bernstein & Co., Inc, Chief Financial Officer of Fidelity Investments and Senior HumanResources Officer and Country Managing Director of Citicorp. Jerry is a CPA with graduatestudies in Finance and is a member of the Nomination and Remuneration Committees.Position: Non-Executive DirectorAge: 63Independent: YesMarkus Kerber, who was appointed to the Board on 18 August 2004 as a non-executive director, retired as a director at the conclusionof the Company’s annual general meeting in November 2009.PAGE 18 Computershare Annual Report 2010

4. BOARD INDEPENDENCEThe Board has considered each of the eight directors in office as at the date of this Annual Report and determined that a majority(five out of eight) of them are independent. The three directors who are not considered to be independent are Chris Morris, StuartCrosby and Penny Maclagan. Markus Kerber retired as a director at the conclusion of the Company’s annual general meeting inNovember 2009 and Jerry Lieberman was appointed as a director after the reporting period. However, a majority of independentdirectors was on the board throughout the reporting period.The Board has previously reviewed the independence of Tony Wales. The Board determined that Tony Wales is able to, and does infact exercise, an independent judgement when acting in his capacity as a non-executive director, notwithstanding that he holds a5.05% equity interest in the Company. Accordingly, Tony Wales is considered by the Board to be an independent director.The four remaining directors, (namely, Simon Jones, Les Owen, Nerolie Withnall and Jerry Lieberman) have not been previouslyemployed by the Group and the Board believes they do not have any other relationships that interfere with the exercise of theirindependent judgment.The Board notes that the ASX Corporate Governance Council’s recommendations also include a recommendation that theChairman be an independent director. As previously mentioned, although he is Chairman of the Board, Chris Morris is not anindependent director.The Board believes it is important that Chris Morris remains actively engaged with Computershare and that this requirement is bestmet by Chris holding the position of Chairman. The Board is also of the view it is capable of making, and does make, independentdecisions with regard to the best interests of the Company notwithstanding that the Chairman is not independent.In addition to ensuring the Board has a broad range of necessary skills, knowledge and experience to govern the Group andunderstands the markets and challenges the Group faces, the Board believes its membership should represent an appropriatebalance between directors with experience and knowledge of the Group and directors with an external or ‘fresh’ perspective. TheBoard also considers its size should be conducive to effective discussion and efficient decision making. The Board believes itscurrent composition meets these requirements.5. BOARD MEETINGSThe Board officially convenes in person at least three times each year, both as a Board and in conjunction with senior managementin order to discuss the results, the prospects and the short and long term strategy of the Group, as well as other matters, includingoperational performance and legal, governance and compliance issues. The Board also typically convenes formal meetings bytelephone at least twice each financial year to review recent Board reports, discuss matters of importance with management, makerecommendations to management and discuss strategy.The Board receives a monthly report from management, which provides the Board with current financial information concerningthe Group and each of the regions in which it operates. Other information on matters of interest to the Board, including operationalperformance and major initiatives, is also provided by management as appropriate.The Committees of the Board also meet regularly to dispatch their duties, as discussed further below.6. BOARD COMMITTEESThe Board has established four Committees to assist the Board in discharging its responsibilities.2-15Overview16-38Governance39-93Financials94-97ReportsThe Risk and Audit CommitteeThe Risk and Audit Committee is governed by a Board approved charter, a copy of which is available from the corporate governancesection of the Computershare website - www.computershare.com.The principal function of the Risk and Audit Committee is to provide assistance to the Board in fulfilling its corporate governanceand oversight responsibilities in relation to the Company’s financial reporting, internal control structure, risk management systemsand internal and external audit functions.The Risk and Audit Committee is chaired by Simon Jones. The Committee currently has two other permanent non-executivemembers, being Tony Wales and Les Owen.The Board considers that these members have the required financial expertise and an appropriate understanding of the markets inwhich the Group operates. The Chief Executive Officer, the Chief Financial Officer, the Global Enterprise Risk and Audit Manager andthe Company’s external auditors are invited to meetings of the Risk and Audit Committee at the Committee’s discretion.98-101Further InformationPAGE 19

Corporate Governance StatementThe Nomination CommitteeThe Nomination Committee is governed by a Board approved charter, a copy of which is available from the corporate governancesection of the Computershare website – www.computershare.com.The main functions of the Nomination Committee are to review the competence, expertise, performance, constitution andsuccession of the Board, as well as the performance of individual directors.The Nomination Committee meets on each occasion that the Board meets in person (three occasions in the 2010 financial year).All current directors are members of the Nomination Committee and it is chaired by the Chairman of the Board. Although ChrisMorris is not an independent director, for the reasons set out above in Section 4 (Board Independence), including Chris’s extensiveexperience and understanding of both Computershare and the industry in which it operates, the Board believes it is appropriate forChris to chair the Nomination Committee.The Nomination Committee’s policy for the appointment of directors is to select candidates whose skills, expertise, qualifications,networks and knowledge of the markets in which Computershare operates (and other markets into which it may expand)complement those of existing Board members so the Board as a whole has the requisite skills and experience to fulfil its duties.The Nomination Committee undertakes an informal evaluation of the performance of the Board and its members and of itscommittees on each occasion that it meets. This is outlined further in Section 9 below.The Remuneration CommitteeThe Remuneration Committee is governed by a Board approved charter, a copy of which is available from the corporate governancesection of the Computershare website – www.computershare.com.The principal function of the Remuneration Committee is to assist the Board in ensuring that the Group’s remuneration levels areappropriate and sufficient to attract and retain the directors and key executives required to run the Group successfully.The Committee is chaired by Tony Wales and consists of all Directors, other than Stuart Crosby.The Committee meets at least annually, with additional meetings being convened as required. The Committee has access tosenior management of the Group and may consult independent experts where it considers this necessary in order to discharge itsresponsibilities effectively.The Acquisitions CommitteeThe Board established the Acquisitions Committee in 2006. The Committee receives reports from management on acquisitionopportunities and meets as necessary to consider those opportunities. The Committee is chaired by Chris Morris and also comprisesSimon Jones and Stuart Crosby.* For details of director attendances at Committee meetings, see the Directors’ Report on page 27.7. EQUITY PARTICIPATION BY NON-EXECUTIVE DIRECTORSThe Board encourages non-executive directors to own shares in the Company, but the Company has not awarded shares to nonexecutivedirectors.8. REMUNERATIONFor information relating to the Group’s remuneration practices, and details relating to directors’ and executives’ remunerationduring the financial year, see the Remuneration Report which starts on page 28 and is incorporated into this corporate governancestatement by reference.In addition to the disclosure contained in the Remuneration Report, it should be noted that the Board is keen to encourage equityholdings by employees with a view to aligning staff interests with those of shareholders. Many employees have participated inthe various share and option plans offered by the Company, and the directors believe that, historically, this has been a significantcontributing factor to the Group’s success.The Board considers that, as a general rule, the composition of executive remuneration and equity-related employee incentive plansare the domain of the Board, subject to meeting the Company’s statutory and ASX Listing Rule obligations.9. REVIEW OF BOARD AND EXECUTIVE PERFORMANCEA review of the Board has taken place during the reporting period in accordance with Computershare’s performance evaluationprocess for directors. This was an informal review whereby the Nomination Committee (which consists of all members of the Board)considered the performance of the Board and any steps that could be taken to maintain its effectiveness. The Board believesthat, given the qualifications and experience of each individual director and as the Board works well together in considering thebest interests of the Company, a more formal performance evaluation process was not required. The Board annually reviews theperformance of the senior management group.PAGE 20 Computershare Annual Report 2010

10. IDENTIFYING AND MANAGING BUSINESS RISKSThere are a variety of risks that exist in the markets in which Computershare operates and there are a range of factors, some ofwhich are beyond the control of Computershare, which may impact the Group’s performance.The Board, in conjunction with the Risk and Audit Committee, reviews and approves the parameters under which such risks aremanaged, including the responsibility for internal control systems, the procedure for identifying business risks and the methods tocontrol their financial impact on the Group. The Board has approved a Risk Management Policy, a summary of which is available onthe corporate governance section of the Computershare website – www.computershare.com.The policy is designed to ensure that strategic, operational, legal, reputational and financial risks are identified, evaluated, monitoredand mitigated to enable the achievement of the Group’s business objectives.The Chief Executive Officer and senior management team are instructed and empowered by the Board to implement riskmanagement strategies co-operatively with the Risk and Audit Committee, report to the Board and the Risk and Audit Committeeon developments related to risk and suggest to the Board new and revised strategies for mitigating risk. The Board also received areport from the Group’s senior management that its material business risks had been managed effectively throughout the reportingperiod.The Global Enterprise Risk and Audit Manager (“GERAM”) is a senior role with responsibility for providing counsel and direction inrisk management across the Group. This includes counsel on the refinement, implementation and monitoring of a comprehensiveand integrated risk management framework based on unit manager ownership of risk with independent monitoring. The GERAMreports directly to the Group’s Chief Executive Officer with a dotted line to the Chairman of the Risk and Audit Committee.The role of Internal Audit as part of the Group’s risk management framework is to understand the key risks of the organisationand to examine and evaluate the adequacy and effectiveness of the system of risk management and internal controls used bymanagement. Internal Audit carries out regular systematic monitoring of control activities and reports to both relevant businessunit management and the Risk and Audit Committee.Typically, the audit methodology includes performing risk assessments of the area under review, undertaking audit tests, includingselecting and testing audit samples, reviewing progress made on previously reported audit findings and discussing internal controlor compliance issues with line management, and reaching agreement on the actions to be taken.11. CORPORATE REPORTINGThe Chief Executive Officer and Chief Financial Officer have made a statement to the Board of Directors in respect of the yearended 30 June 2010, as detailed on page 95 of this Annual Report.2-15Overview16-38Governance39-93Financials12. CONFLICT OF INTEREST AND INDEPENDENT ADVICEIf a director has a potential conflict of interest in a matter under consideration by the Board or a Committee of the Board, thatdirector must abstain from deliberations on the matter. In that circumstance, the director is not permitted to exercise any influenceover other Board members or Committee members on that issue nor receive relevant Board or Committee papers.The Company permits any director or Committee of the Board to obtain advice about transactions or matters of concern at theCompany’s cost. Directors seeking independent advice must obtain the approval of the Chairman, who is required to act reasonablyin deciding whether the request is appropriate.94-97Reports13. ETHICAL STANDARDSComputershare recognises the need for directors and employees to observe the highest standards of behaviour and businessethics. The Board has adopted a Code of Ethics that sets out the principles and standards with which all officers and employeesare expected to comply in the performance of their respective functions and which recognises the legal and other obligations theCompany has to legitimate stakeholders. A key element of that code is the requirement that directors, officers and employees act inaccordance with the law and with the highest standards of propriety.A summary of the Group’s Code of Ethics is available from the corporate governance section of the Computershare website –www.computershare.com.98-101Further InformationPAGE 21

Corporate Governance Statement14. CODE OF PRACTICE FOR BUYING AND SELLING COMPUTERSHARE SECURITIESThe freedom of directors and senior management to deal in Computershare’s securities is restricted in a number of ways – bystatute, by common law and by the requirements of the ASX Listing Rules. The Company has also adopted a Code of Practice forBuying and Selling Computershare Securities which contains additional restrictions on dealing in Computershare securities bydirectors and certain designated executives.Subject always to insider trading laws, the Code of Practice provides that directors and certain designated executives can deal inComputershare securities in the four weeks after the release by the Company of its half year and full year financial results and itsannual general meeting.Directors and senior executives may only deal in Computershare securities outside of these times, or deal in derivatives ofComputershare securities at any time, with the express prior approval of the Chairman.A copy of the Code of Practice is available from the corporate governance section of the Computershare website –www.computershare.com.15. SHAREHOLDER COMMUNICATIONSThe Board aims to ensure that shareholders are informed of all material information necessary to assess the performance ofComputershare. Information is communicated to shareholders through:› the annual report, which is distributed to all shareholders (other than those who elect not to receive it), and a shorter formshareholder review for those who do not wish to receive the full annual report;› the annual general meeting and other shareholder meetings called to obtain approvals as appropriate;› making available all information released to the ASX on Computershare’s website immediately following confirmation of receiptby the ASX;› in circumstances where presentations are the subject of a webcast, making available the webcast on Computershare’s websiteshortly after the close of the meeting;› ensuring all press releases issued by Computershare are posted on the Company’s website;› encouraging active participation by shareholders at shareholder meetings. For shareholders who are unable to attend and vote atshareholder meetings, Computershare encourages electronic voting by accessing Computershare’s website where, in advance ofa shareholders’ meeting, shareholders can view an electronic version of the voting form and submit their votes;› actively encouraging shareholders to provide their e-mail addresses to facilitate more timely and effective communication withshareholders at all times;› directly contacting shareholders who have supplied e-mail addresses to provide details of upcoming events of interest; and› encouraging shareholders who are unable to attend general meetings to communicate issues or ask questions by writing to theCompany.A copy of the Board approved Shareholder Communications Policy is available from the corporate governance section of theComputershare website – www.computershare.com.16. COMMITMENT TO AN INFORMED MARKET RELATING TO COMPUTERSHARE SECURITIESThe Board has approved a Market Disclosure Policy to ensure the fair and timely disclosure of price sensitive information to theinvestment community as required by applicable law.Computershare’s Company Secretary and Chief Legal Counsel (Asia Pacific), Dominic Horsley, has been appointed as the disclosureofficer and is required to keep abreast of all material information and, where appropriate, ensure disclosure of share price sensitiveinformation.A copy of the policy is available on the corporate governance section of the Computershare website – www.computershare.com.17. EXTERNAL AUDITORSThe Company’s policy is to appoint external auditors who demonstrate professional ability and independence. The performance ofthe auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, takinginto account an assessment of the performance of, and value delivered by, the current auditor and tender costs.PricewaterhouseCoopers were appointed as the external auditors in May 2002.PricewaterhouseCoopers rotates audit engagement partners on listed companies every five years. It is alsoPricewaterhouseCoopers’ policy to provide an annual declaration of independence to the Company’s Risk and Audit Committee. Inaddition, the Company has put in place a policy which lists the types of services that PricewaterhouseCoopers will not be able toundertake in order to maintain the independence and integrity of its services to the Company. As part of this policy, the Board mustPAGE 22 Computershare Annual Report 2010

approve any permitted non-external audit task where the total fee for non-audit services may exceed 10% of the annual externalaudit engagement fee.The external auditor is required to attend the annual general meeting and be available to answer shareholder questions about theconduct of the audit and the preparation of the content of the audit report, the accounting policies adopted by the Company inrelation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in the Directors’Report.2-15Overview18. WHISTLEBLOWINGThe Board has approved a Whistleblowing Policy that specifically outlines procedures for dealing with allegations of improperconduct. Concerns can be raised in a number of ways, including anonymously in writing through the Company’s online whistleblowerreporting system, or by telephone. Any concerns that are reported are assessed and handled by regional disclosure co-ordinators.All employees have received training about the Company’s Whistleblowing Policy, including how to detect and report improperconduct.19. CORPORATE AND SOCIAL RESPONSIBILITYFor details relating to the Company’s corporate and social responsibility initiatives see page 14 of this Annual Report.16-38Governance20. HEALTH AND SAFETYComputershare aims to provide and maintain a safe and healthy work environment. Computershare acts to meet this commitmentby implementing work practices and procedures throughout the Group that comply with the relevant regulations governing theworkplace. Employees are expected to take all practical measures to ensure a safe and healthy working environment in keeping withtheir defined responsibilities and applicable law.21. COMPANY SECRETARYThe Company Secretary during the reporting period was Dominic Horsley. Under Computershare’s Constitution, the appointmentand removal of the Company Secretary is a matter for the Board. Among other matters, the Company Secretary advises theBoard on governance procedures and supports the effectiveness of the Board by monitoring Board policy and procedures andcoordinating the completion and despatch of Board meeting agendas and papers.Dominic Horsley joined the Company in June 2006, having previously practised law at one of Asia Pacific’s leading law firms and asa Corporate Counsel with a major listed Australian software and services supplier. Dominic completed a Bachelor of Arts (Hons) inEconomics at Cambridge University and completed his legal studies at the College of Law in London. Dominic is also the Chief LegalCounsel for the Group’s Asia Pacific operations.All directors have access to the advice and services of the Company Secretary.39-93Financials94-97Reports98-101Further InformationPAGE 23

Directors’ ReportThe Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the financial year ended30 June 2010.DIRECTORSThe following directors were directors during the whole of the financial year and up to the date of this report unless otherwisenoted:Non-executiveChristopher John Morris (Chairman, Executive Chairman until 14 September 2010)Simon David JonesDr Markus Kerber (resigned 11 November 2009)Gerald Lieberman (appointed 1 August 2010)Penelope Jane Maclagan (Executive Director until 14 September 2010)Arthur Leslie OwenAnthony Norman WalesNerolie Phyllis WithnallExecutiveWilliam Stuart Crosby (Managing Director and Chief Executive Officer)PRINCIPAL ACTIVITIESThe principal activities of the consolidated entity during the course of the financial year were the operation of Investor Services,Plan Services, Communication Services, Business Services, Shareholder Relationship Management Services and TechnologyServices.> The Investor Services operations comprise the provision of registry and related services.> The Plan Services operations comprise the provision and management of employee share and option plans.> The Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery.> The Business Services operations comprise the provision of bankruptcy and class action administration services, voucherservices, meeting services, and corporate trust services.> The Stakeholder Relationship Management Services Group provides investor analysis, investor communication andmanagement information services to companies, including their employees, shareholders and other security industryparticipants.> Technology Services include the provision of software specialising in share registry and financial services.Specific Computershare entities are registered securities transfer agents. In addition, certain controlled entities are Trust companieswhose charters include the power to accept deposits, primarily acting as an escrow and paying agent on behalf of customers. Incertain jurisdictions the Group is subject to regulation by various federal, provincial and state agencies and undergoes periodicexaminations by those regulatory agencies.CONSOLIDATED PROFITThe profit of the consolidated entity for the financial year was $301,375,803 after income tax and $294,757,306 after income taxand non-controlling interests. The profit after tax and non-controlling interests represents a 15.3% increase on the 2009 result of$255,733,024. Profit of the consolidated entity for the financial year excluding management adjustment items was $321,172,075after income tax and non-controlling interests. This represents an increase of 10.9% on the 2009 result of $289,531,872.PAGE 24 Computershare Annual Report 2010

Net profit after management adjustment items is determined as follows:2010 2009$000 $000Net profit attributable to members of the parent entity 294,757 255,733Exclusion of management adjustment items (net of tax):(Profit)/Loss on sale of controlled entities - (6,872)Restructuring costs (153) 2,523VEM acquisition review - 12,573Acquisition related costs 477 -Redundancy costs 4,290 12,689Marked to market adjustments - derivatives (821) 940Intangible assets amortisation 22,622 11,946Net profit excluding management adjustment items 321,172 289,532DIVIDENDSThe following dividends of the consolidated entity have been paid or declared since the end of the preceding financial year:Ordinary sharesA final dividend in respect of the year ended 30 June 2009 was declared on 12 August 2009 and paid on 23 September 2009.This was an ordinary dividend of AU 11.0 cents per share franked to 50.0%, amounting to AUD 61,121,947 ($53,699,174).An interim ordinary dividend was declared on 10 February 2010 and paid on 16 March 2010. This was an ordinary dividend ofAU 14.0 cents per share franked to 50.0% amounting to AUD 77,792,969 ($68,344,361).A final dividend in respect of the year ended 30 June 2010 was declared by the directors of the Group on 11 August 2010 and waspaid on 14 September 2010. This is an ordinary dividend of AU 14.0 cents per share, franked to 60.0%. As the dividend was notdeclared until 11 August 2010 a provision has not been recognised as at 30 June 2010.REVIEW OF OPERATIONSOverviewThe FY10 result was a strong result delivered in a difficult economic and market environment. The increase in both revenue andEBITDA results was largely due to contributions from acquisitions made through financial years ended 30 June 2009 and 30 June2010, significant US mutual fund proxy solicitation and higher corporate actions in Australia, Hong Kong and India, partially offsetby weaker corporate action and register maintenance revenue in the UK and lower margin income globally. A favourable foreignexchange translation impact also contributed to higher results.Computershare delivered another increase in management earnings per share during FY10, growing earnings by 11% from 52.11to 57.80 cents per share. This represents management net profit after non-controlling interests of $321.2 million. Total managementrevenues increased by 7% to $1,619.6 million while operating cash flows increased by 21% to $414.5 million.Operating expenses have increased by 7% compared to the prior year. Depreciation and amortisation expenses increased comparedto the prior year mainly due to intangible assets recognised in FY10.The Group’s effective tax rate has decreased from 27.8% for the year ended 30 June 2009 to 26.6% in the current financial year.The Group’s financial position remains strong with total assets of $2,690.5 million being financed by shareholders’ funds totalling$1,073.0 million.RevenuesRegionally, management revenues were apportioned between Australia & New Zealand 21%, Asia 7%, EMEA 22%, United States38% and Canada 12%.Australia & New Zealand region contributed total revenues of $335.3 million (2009: $295.5 million). Asia region contributed totalrevenues of $117.0 million (2009: $91.2 million). EMEA region contributed total revenues of $369.4 million (2009: $441.5 million).United States contributed total revenues of $593.3 million (2009: $493.3 million). Canada contributed total revenues of$190.4 million (2009: $182.1 million).Operating costsOperating expenses were $1,111.3 million, an increase over prior year of 7%. Cost of sales was $287.4 million, an increase over prioryear of 3% whilst personnel costs were $528.4 million, an increase over prior year of 11%. Corporate and other direct costs were$23.7 million and $49.7 million respectively and increased by 5% and 11% over prior year respectively.Total technology costs were $161.7 million, an increase over prior year of 5%. It includes $65.9 million of research and developmentexpenditure which has been expensed in line with the Group’s policy, an increase over prior year of 4%.2-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationPAGE 25

Directors’ ReportWorking capitalOperating cash flows were $414.5 million, an increase over prior year of 21%. Capital expenditure was $93.9 million, an increaseover prior year of 310% driven by the purchase of the EMEA headquarters building in Bristol and the conversion of the globalheadquarters building in Melbourne from an operating lease to a finance lease during the current financial year. Days salesoutstanding increased to 41 days, 1 day more than prior year.Ordinary sharesThe Group had no on-market buy back in operation during the year ended 30 June 2010.Earnings per share2010 2009Cents CentsBasic earnings per share 53.05 46.02Diluted earnings per share 52.67 45.78Management basic earnings per share 57.80 52.11Management diluted earnings per share 57.39 51.83The management basic and diluted earnings per share amounts have been calculated to exclude the impact of managementadjustment items (refer note 6 in the financial report) in order to make the earnings per share amounts for the current year morecomparable with the earnings per share amounts for 2009.SIGNIFICANT CHANGES IN ACTIVITIESAcquisitionOn 28 January 2010, Computershare acquired HBOS Employee Equity Solutions, a leading employee plans services provider inthe UK.In the opinion of the directors there were no other significant changes in the affairs of the consolidated entity during the financialyear under review that are not otherwise disclosed in this report or the consolidated accounts.SIGNIFICANT EVENTS AFTER YEAR ENDNo matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this report or in theconsolidated financial statements that has significantly 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.LIKELY DEVELOPMENTS AND FUTURE RESULTSThere are no likely developments in the operations of the consolidated entity, constituted by the Computershare Group and theentities it controls from time to time, that were not finalised at the date of this report.The Group anticipates USD management earnings per share for financial year 2011 to be 5% to 10% lower than financial year2010. This assumes the equity, interest rate and foreign exchange market conditions remain broadly consistent with current levelsfor the rest of the financial year.ENVIRONMENTAL REGULATIONSThe Computershare Group is not subject to significant environmental regulation.PAGE 26 Computershare Annual Report 2010

INFORMATION ON DIRECTORSThe qualifications, experience and responsibilities of directors together with details of all directorships of other listed companiesheld by a director in the three years to 30 June 2010 and any contracts to which the director is a party to under which they areentitled to a benefit are outlined in the Corporate Governance Statement and form part of this report.2-15OverviewDirectors’ InterestsAt the date of this report, the direct and indirect interests of the directors in the securities of the Company are:Name Number of ordinary shares Number of performance rightsWS Crosby 123,688 1,950,000SD Jones 14,000 -G Lieberman 10,000 -PJ Maclagan 14,935,411 -CJ Morris 47,297,500 -AL Owen 2,000 -AN Wales 28,092,384 -NP Withnall - -16-38GovernanceMeetings of directorsThe number of meetings of the Board of Directors (and of Board Committees) and the number of meetings attended by each of thedirectors during the financial year are:Directors’MeetingsAudit CommitteeMeetingsNominationCommittee MeetingsRemunerationCommitteeMeetingsA B A B A B A BWS Crosby 5 5 - - 3 3 - -SD Jones 5 5 9 9 3 3 1 1Dr M Kerber* 2 2 - - 2 2 - -PJ Maclagan 5 5 - - 3 3 1 1CJ Morris 5 5 - - 3 3 1 1AL Owen 5 5 9 9 3 3 1 1AN Wales 4 5 7 9 3 3 1 1NP Withnall 5 5 - - 3 3 1 1*Dr M Kerber served as director until 11 November 2009A - Number of meetings attendedB - Number of meetings held during the time the director held office during the year.The Board also has an Acquisitions Committee comprising SD Jones, CJ Morris, WS Crosby and PA Barker. The Committee receivesa monthly report and meets on an informal basis as necessary. Accordingly, it is not included in the above table.39-93Financials94-97ReportsINFORMATION ON COMPANY SECRETARIESThe qualifications, experience and responsibilities of company secretaries are outlined in the Corporate Governance Statement andform part of this report.INDEMNIFICATION OF OFFICERSDuring the period, the Group paid an insurance premium to insure directors and executive officers of the Group and its controlledentities against certain liabilities.Disclosure of the amount of insurance premium payable and a summary of the nature of liabilities covered by the insurancecontract is prohibited by the insurance policy.98-101Further InformationPAGE 27

Directors’ ReportREMUNERATION REPORTThis report covers:A. Our philosophy (Computershare’s approach to remuneration)B. How we do it (the structure of our remuneration packages)C. The numbers (what we actually paid and what equity-based awards have been made)D. Proportions of fixed and performance related remunerationE. Other informationA. COMPUTERSHARE’S APPROACH TO REMUNERATIONThe Remuneration Committee sets and reviews compensation arrangements across the Group, including non-executivedirectors, executive directors and other senior executives. The Remuneration Committee’s goal is to ensure that Computershare’sremuneration policies are appropriate to its size and culture, and that the interests of directors, employees and shareholders areappropriately balanced.Computershare does not rely significantly on market comparisons in striking levels of remuneration. It is difficult to find relevantcomparison points for many of the key roles in the Group. Some other roles, especially in support services, are easier to findrelevant comparators for and market data is taken into account in setting remuneration for these roles.Generally, cash remuneration for Computershare senior employees is relatively low. The value of equity based remuneration hasalso generally been relatively modest at time of grant. However, many of our employees have done well from their employee equityholdings as a result of share price appreciation, sharing with investors in the Group’s success. Today, over 40% of Computershare’s11,000 plus employees own shares under company-sponsored plans and equity based remuneration forms an important part oftotal compensation for senior employees.The stability of Computershare’s workforce and our relatively modest overall levels of compensation when compared with similarsized companies, suggest that our approach has worked well.B. THE STRUCTURE OF OUR REMUNERATION PACKAGESNon-executive directorsWe have a total non-executive directors’ fee pool limit of AUD 1,500,000. This limit was approved by shareholders inNovember 2007.Non-executive directors receive a fixed fee equivalent to AUD 130,000 for their services. The chairman of the Audit committeereceived an additional AUD 90,000, reflecting the significant additional demands on his time.No bonuses, either short or long term, are paid to non-executive directors. They are not provided with retirement benefits otherthan statutory requirements. They do not receive shares or options from Computershare.EXECUTIVE DIRECTORS AND OTHER KEY MANAGEMENT PERSONNELExecutive directorsThe Chairman, CJ Morris, and PJ Maclagan are non-executive directors as of the date of this report. They are, however, treatedas executive directors for the purposes of the remuneration report as this is the position they held throughout the year ended30 June 2010. CJ Morris and PJ Maclagan are significant shareholders in the company and their remuneration arrangements asexecutive directors were not the same as other senior executives. Each was paid a cash salary and may have, at the RemunerationCommittee’s discretion, been paid a bonus. No bonus was paid to either CJ Morris or PJ Maclagan in respect of this financial year.The remuneration of the CEO, WS Crosby, is structured in the same way as other senior executives, except that he receives cashinstead of shares for all his variable compensation as he is ineligible to participate in the company’s general equity based plansbecause he is an executive director. However, he is eligible to and has received grants under the company’s deferred long-termincentive plans.Management Compensation PlanRemuneration for senior executives (approximately 55 people across the Group) is calculated according to the ComputershareManagement Compensation Plan (MCP). The MCP has been in place for the past three years. In addition, 12 executives receivedperformance rights under the Deferred Long Term Incentive (DLI) program in this financial year.The MCP is based on an on-target remuneration package guide set in the local currency for the relevant executive. On targetpackage guides are reviewed annually.Several key management personnel also act as directors for controlled entities. They receive no extra payment for this.PAGE 28 Computershare Annual Report 2010

70% of the package guide is paid by way of fixed salary. Fixed salary includes base salary and post-employment benefits. It is notdependent on the satisfaction of a performance condition. Fixed salary is available to be received in a variety of forms includingcash and fringe benefits such as motor vehicle and computer hire plans on the same terms and conditions as all employees of theGroup.MCP participants also receive Short Term Incentives (STI) paid in cash and based on performance. As performance varies, theSTI amount can vary from zero to 22.5% of the package guide, with 15% paid for on-target performance. Performance for thepurposes of the STI is based largely (70%) on performance against the budgeted management EBITDA (earnings before interest,tax, depreciation and amortisation) of the business unit(s) for which the relevant executive is responsible. This measure stronglyaligns the executive’s STI outcomes with the performance of the business units they manage. The remaining 30% of STI is based onother factors tailored to the executive’s particular responsibilities and role. Matters typically covered include cost control, businessexpansion, risk management and service levels.Long Term Incentives (LTI) are paid in Computershare ordinary shares and are also based on performance. As performance varies,the value of the LTI shares granted varies from zero to 30% of the package guide, with shares worth 15% of the package guidegranted for on-target performance. The performance measure for the purposes of LTI calculation is based significantly (50%) onGroup’s earnings per share (EPS) growth. This measure aligns LTI outcomes with overall Group’s performance, and gives executivesfinancial incentives to work to maximise overall Group’s performance as well as the performance of the particular businesses unitsthey manage. The remaining 50% of LTI is based on other strategic, cultural and organisational measures. Matters typically coveredinclude financial performance, non-financial performance, leadership, replaceability and character.LTI shares vest only if the relevant executive is still employed by Computershare two years after grant. LTI shares can, however, alsovest early in certain special circumstances (eg death, disability or redundancy) or if the employee’s employment is terminated byComputershare other than for cause.In some years where the Group has performed exceptionally well, some senior executives have received cash and/or LTI sharesin excess of their MCP calculated entitlements in recognition of their contribution to that exceptional performance. That did nothappen this year.Deferred Long Term Incentive (DLI)In 2005, a Deferred Long term Incentive plan (First DLI) was approved by shareholders and introduced. In that year, 2.75 millionperformance rights were granted under the plan, of which 1.9 million remain on issue. A further 1.1 million performance rights weregranted in 2006, all of which remain on issue.The 2005 and 2006 grants under the First DLI vest only if five year EPS growth targets are met and the relevant executive continuesto be employed by Computershare until vesting date. The EPS targets are:> If compound annual EPS growth over the five year period following grant is less than 15%, the performance rights lapse.> If compound annual EPS growth over the five years is more than 15%, the grant is pro-rated. At 15% EPS growth theemployees receive 40% of the grant, at 20% EPS growth (or higher) the employees receive 100% of the grant.> To the extent that the five year EPS growth target is met within the fourth year, 50% of the relevant grant is “locked in” but isstill subject to the relevant executive meeting the five year vesting period.The EPS growth performance target on the remaining 1.9 million performance rights granted in 2005 has now been met in full andthe rights will vest on the date that the auditors provide their opinion on current year’s financial report. The five year EPS growthperformance target on the 1.1 million performance rights granted in 2006 has been met in full in the fourth year and 50% of therelevant grants will be “locked in”.A second Deferred Long term Incentive plan (Second DLI) was approved by shareholders in 2009. As foreshadowed at the time ofapproval, 2.85 million performance rights were granted to 12 executives in November 2009.Under the Second DLI, one half of the performance rights granted to executives are subject to performance hurdles. Performancehurdles for performance rights awarded under the Second DLI in 2009 are based on average compound growth per annum of theGroup’s EPS in the 5 year period ending 30 June 2014.At the end of each of the third, fourth and fifth financial years after grant, a minimum of one sixth of the performance rights (ie1/3 of the performance rights subject to performance hurdles) will be eligible to meet a performance test based on the averagecompound growth of the Group’s EPS. Performance rights for which the performance test has been met will subsequently veston the date the Group’s auditors provide their opinion on the annual financial report for the financial year ending 30 June 2014(vesting date) provided that the relevant executive remains employed by Computershare on that date.The performance test is determined as follows. At the end of Year 3, should compound annual EPS growth in that 3 year period be7.5% or less, none of the eligible performance rights will vest at the end of Year 5. If compound annual EPS growth is between 7.5%and 12.5%, the proportion of eligible performance rights that vest will increase on a pro rata straight line basis between 0% and100%. If in that period, compound annual EPS growth is 12.5% or more, 100% of the eligible performance rights will vest.2-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationPAGE 29

Directors’ ReportA similar calculation will take place at the end of Year 4 and Year 5 based on the same compound annual EPS growth targetsof between 7.5% and 12.5%. In addition to the 1/6 th minimum for Year 4, any eligible performance rights that did not meet theperformance test at the end of Year 3 will be available as eligible performance rights at the end of Year 4 and, in addition to the1/6 th minimum for year 5, any eligible performance rights that did not meet the performance test at the end of Year 4 (includingany carried over from Year 3) will be available as eligible performance rights at the end of Year 5. The Remuneration Committeedetermined that multiple–stage performance testing should be included in the Second DLI to reduce the potential for managementto have perverse incentives to make short term decisions in relation to a single year’s results.Any unvested performance rights which did not satisfy the performance test will lapse as at the vesting Date and will not be capableof exercise. Performance Rights that vest may be exercised by the executive for a period of 6 months after the vesting Date and willthen lapse at the end of that period.The remaining or second half of the 2009 DLI grant are not subject to performance hurdles (EPS growth targets), however theywill not vest unless the relevant executive remains with Computershare right through the entire five years. The Group decided thathalf the 2009 DLI grant should not be subject to performance hurdles so as to ensure that the grant helped retain staff regardlessof market conditions. The Group believes that this is appropriate given the high levels of knowledge and experience amongst theexecutives, and their track record in helping build the Company.Other remunerationLike all our employees, key management personnel (except directors) can participate in the Group’s general employee share plans.An overview of the Group’s employee option and share plans are disclosed in note 25 of the financial statements.The Group pays cash bonuses and allocations of shares (subject to deferred vesting periods) to some employees on a structuredannual basis. The Group also, on occasions, allocates shares (subject to deferred vesting periods) outside the structured annualcycle, for instance as sign-on incentives, as part of specific project incentives or in recognition of exceptional performance.How have we performed? Relationship between remuneration, Group’s performance and shareholder wealthOver the past five financial years, the Group’s management EBITDA grew by a compound annual average rate of 26%. Duringthis period, shareholder wealth, measured by reference to management EPS, has grown by a compound annual average rate of29% and measured by reference to dividend payments has grown by a compound annual average rate of 18%. Over the past fivefinancial years, key management personnel remuneration has grown by an annual compound average rate of 22% and executivedirector remuneration has grown by an annual compound average rate of 13%. A year on year analysis of the above metricstogether with the compound five year average comparative is set out in the following table.Growth over previousfinancial period5 year compoundaverage growth2005 - 2010Management adjusted EBITDA 7% 26%Management EPS 11% 29%Dividend 1 14% 18%Key management personnel remuneration (average per key management personnel) 40% 22%Executive director remuneration (average per director) 46% 13%1Percentages based on amounts in AUD.All remuneration included in the calculation has been annualised where key management personnel have joined or left during theyear.During the financial year ended 30 June 2010, the Group’s share price increased by 18% from AUD 9.02 at the beginning of theyear to AUD 10.61 on 30 June 2010.PAGE 30 Computershare Annual Report 2010

Management adjustedEBITDA (USD Million)Management EPS(US Cents)Dividend(AU Cents)Share Price(AUD)2-15Overview240.022.7413370.536.6817197.85479.2475.5510.951.6152.1157.80222511.299.219.0210.6116-38Governance06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10C. DETAILS OF REMUNERATION AND SERVICE CONTRACTSDirectorsThe directors of Computershare Limited who held the position during the current financial year are listed below. Unless otherwiseindicated those individuals held their position for the whole year.Non-executiveSD JonesDr M Kerber 1AL OwenAN WalesNP WithnallExecutiveCJ Morris 2WS CrosbyPJ Maclagan 21Dr Kerber retired with effect from 11 November 2009.Executive ChairmanManaging Director and Chief Executive OfficerGroup Information Technology Director39-93Financials2CJ Morris and PJ Maclagan became non-executive directors with effect from 14 September 2010.Key management personnel other than directorsThe individuals listed below are key management personnel of the Group other than directors (within the meaning of the Australianaccounting standard AASB 124 Related Party Disclosures) who have the authority and responsibility for planning, directing andcontrolling the activities of the Group. All individuals named below held their position for the whole of the financial year ended30 June 2010 unless otherwise stated.Name Position EmployerPA Barker Chief Financial Officer Computershare LimitedPA Conn President, Global Capital Markets Computershare Inc (US)MB Davis President, Australia and New Zealand Computershare Investor Services Pty LtdS Irving Chief Information Officer Computershare Technology Services Pty LtdW Newling President, Canada Computershare Trust Company of CanadaSR Rothbloom President, North America Computershare Inc (US)JLW Wong President, Asia Computershare Hong Kong Investor Services LtdDM Horsley was the sole Company Secretary for the year ended 30 June 2010. DM Horsley received no extra pay for performingthis role. Therefore he is not considered to be one of the individuals with the authority and responsibility for planning, directing andcontrolling the activities of the Group. Accordingly his remuneration details have been excluded from this report.WS Crosby and PA Barker are considered to be key management personnel of the Company and are considered to be ‘companyexecutives’ within the meaning of the Corporations Act 2001 for the whole of the financial year.WS Crosby, PA Conn, S Irving, SR Rothbloom, and JLW Wong are the most highly remunerated executives of the Group within themeaning of the Corporations Act 2001 during the current financial year.94-97Reports98-101Further InformationPAGE 31

Directors’ ReportService contractsOn appointment to the board, all non-executive directors are provided with details of the board policies and terms, includingcompensation, relevant to the office of director. Non-executive directors do not have notice periods and are not entitled to receivetermination payments.Except for the Managing Director, no director may be in office for longer than three years without facing re-election. Please refer toSection 3 of the Corporate Governance Statement for further information on the Company’s re-election process.None of the executive directors or other key management personnel are employed under fixed term arrangements withComputershare. Their notice periods are based on contractual provisions and local laws – eg for those based in Australia this is30 days notice.On termination of employment key management personnel are entitled to statutory entitlements in their respective jurisdictions ofemployment. The LTI plan provides for full vesting on redundancy or termination by the Group other than for cause and the DLI planhas a structured pro-rata arrangement in the same circumstances. The applicable plan rules also provide for full or partial vesting ofshares or performance rights in certain other special circumstances (e.g. death or disability). Otherwise, none of these people wouldreceive special termination payments should they cease employment or cease being a director for any reason.Amounts of remunerationDetails of the nature and amount of each element of the total remuneration for each director, Company and Group keymanagement personnel and most highly remunerated executives within the Group and the Company for the year ended30 June 2010 are set out in the table below (note in USD). Where remuneration was paid in anything other than USD, it has beentranslated at the average exchange rate for the financial year (for example the 2010 AUD/USD average rate was 0.8785, the 2009AUD/USD average rate was 0.7579).2010 Short term Long termPostemploymentbenefits Share based payments Other TotalCash profitshare &SuperannuationPerformancerights/optionsSalary & fees bonuses Other* and pension Shares**$ $ $ $ $ $ $ $Ref. 1 2, 3, 4DirectorsWS Crosby 845,596 503,734 156,910 12,705 - 2,449,620 - 3,968,565S D Jones 193,279 - - - - - - 193,279Dr M Kerber 1 61,179 - - - - - - 61,179PJ Maclagan 263,562 - 5,096 26,356 - - - 295,014CJ Morris 439,271 - (40,506) 43,927 - - - 442,692AL Owen 90,689 - - - - - - 90,689AN Wales 114,210 - - 11,421 - - - 125,631NP Withnall 114,210 - - 11,421 - - - 125,631TOTAL 2,121,996 503,734 121,500 105,830 - 2,449,620 - 5,302,680Company and Group key management personnelPA Barker 587,752 174,675 1,863 12,705 69,195 375,626 - 1,221,816PA Conn 472,500 149,951 - - 136,986 731,913 - 1,491,350MB Davis 372,062 110,494 6,203 12,705 100,487 608,829 2,636 1,213,416S Irving 442,785 140,521 5,942 12,705 194,396 707,841 - 1,504,190W Newling 433,514 100,541 - 17,341 116,560 446,914 6,764 1,121,634SR Rothbloom 1,067,500 315,606 - 9,800 248,414 1,615,779 1,559 3,258,658JLW Wong 541,307 173,991 - 54,131 152,594 347,902 2,579 1,272,504TOTAL 3,917,420 1,165,779 14,008 119,387 1,018,632 4,834,804 13,538 11,083,5681Dr M Kerber was remunerated as a non-executive director until 11 November 2009.* Other long term remuneration comprises long service leave accruals and other long term entitlements.** Performance rights expense has been included in total remuneration on the basis that it is considered more likely than not at the date of thisfinancial report that the performance condition and service condition will be met. In future reporting periods, if the probability requirement is notmet, a credit to remuneration will be included to be consistent with the accounting treatment.PAGE 32 Computershare Annual Report 2010

2009 Short term Long termSalary & feesCash profitshare &bonusesOther*Postemploymentbenefits Share based payments Other TotalSuperannuationand pensionSharesPerformancerights/options**$ $ $ $ $ $ $ $DirectorsWS Crosby 730,547 304,813 11,768 10,417 - 1,437,922 - 2,495,467SD Jones 166,735 - - - - - - 166,735Dr M Kerber 99,610 - - - - - - 99,610PJ Maclagan 227,366 - 3,789 22,737 - - - 253,892CJ Morris 429,469 - 4,619 42,947 - - - 477,035AL Owen 93,412 - - - - - - 93,412AN Wales 98,525 - - 9,853 - - - 108,378NP Withnall 98,525 - - 9,853 - - - 108,378TOTAL 1,944,189 304,813 20,176 95,807 - 1,437,922 - 3,802,907Company and Group key management personnelPA Barker 1 234,512 - - 5,208 - 41,228 18,410 299,358PA Conn 477,952 116,438 - - 121,019 256,241 - 971,650S Irving 381,974 94,129 6,366 10,417 222,876 85,414 - 801,176SR Rothbloom 1,127,858 - - 5,338 79,222 943,689 - 2,156,107T Honan 2 104,496 - - 2,604 (68,333) (1,537,447) - (1,498,680)Other most highly remunerated executivesW Newling 403,835 66,769 - 13,187 108,673 85,414 1,489 679,367JLW Wong 540,628 49,236 - 54,063 169,185 - 2,214 815,326TOTAL 3,271,255 326,572 6,366 90,817 632,642 (125,461) 22,113 4,224,3041PA Barker was appointed as Chief Financial Officer on 19 January 2009.2-15Overview16-38Governance39-93Financials2T Honan resigned with effect from 10 September 2008.* Other long term remuneration comprises long service leave accruals and other long term entitlements.** Performance rights expense has been included in total remuneration on the basis that it is considered more likely than not at the date of thisfinancial report that the performance condition and service condition will be met. In future reporting periods, if the probability requirement is notmet, a credit to remuneration will be included to be consistent with the accounting treatment.1. Short term salary & fees, cash profit share & bonuses, long term other, post employment benefitsDirectorsSD Jones, PJ Maclagan, CJ Morris, AN Wales and NP Withnall are paid in Australian dollars. AL Owen is paid in British pounds.Dr M Kerber was paid in euros until 11 November 2009 when he resigned. No director received a pay rise in the current year.94-97ReportsManaging Director, Company and Group key management personnelNone of the Managing Director, Company and Group key management personnel received an increase to their base salary or theirMCP package guide in the current year.WS Crosby receives his cash entitlements under the MCP (being salary, cash profit bonus and cash equivalent amounts for the LTIcomponent) and superannuation/pension in Australian dollars.PA Barker, MB Davis and S Irving receive their cash entitlements under the MCP (being salary and cash profit bonus) andsuperannuation/pension in Australian dollars.PA Conn and SR Rothbloom receive their cash entitlements under the MCP (being salary and cash profit bonus) andsuperannuation/pension in United States dollars.W Newling receives his cash entitlements under the MCP (being salary and cash profit bonus) and superannuation/pension inCanadian dollars.JLW Wong receives his cash entitlements under the MCP (being salary and cash profit bonus) and superannuation/pension in HongKong dollars.98-101Further InformationPAGE 33

Directors’ Report2. Shares granted as remuneration under LTI PlanSet out below is a summary of shares granted under the LTI plan and the maximum value of shares that are expected to vest in thefuture if the vesting conditions are met:DategrantedNumbergrantedNumbervestedduringthe yearNumberforfeitedduring theyearNumberoutstandingend of theyearFinancialyear inwhich grantmay vestValue at Maximumgrant date total value of(if granted grant yet tothis year) be expensed$ $PA Barker 10/11/2009 21,668 - - 21,668 FY 2012 205,210 136,015PA Conn 28/09/2007 20,908 (20,908) - - Vested - -05/11/2008 21,286 - - 21,286 FY 2011 - 21,11510/11/2009 10,376 - - 10,376 FY 2012 98,268 65,132MB Davis 28/09/2007 15,244 (15,244) - - Vested - -05/11/2008 16,642 - - 16,642 FY 2011 - 16,50810/11/2009 6,388 - - 6,388 FY 2012 60,499 40,099S Irving 09/02/2007 50,000 (50,000) - - Vested -28/09/2007 15,022 (15,022) - - Vested -05/11/2008 20,378 - - 20,378 FY 2011 - 20,21410/11/2009 8,388 - - 8,388 FY 2012 79,440 52,653W Newling 28/09/2007 18,900 (18,900) - - Vested - -05/11/2008 18,917 - - 18,917 FY 2011 - 18,76510/11/2009 7,499 - - 7,499 FY 2012 71,020 47,073SR Rothbloom 05/11/2008 35,565 - - 35,565 FY 2011 - 35,27910/11/2009 34,431 - - 34,431 FY 2012 326,084 216,131JLW Wong 28/09/2007 23,317 (23,317) - - Vested - -05/11/2008 24,360 - - 24,360 FY 2011 - 24,16410/11/2009 10,759 - - 10,759 FY 2012 101,895 67,537Fair values of shares at grant date are determined using the closing share price on grant date.3. Performance rightsPerformance rights are granted under the DLI plans for no consideration and carry no dividend or voting rights. Each performanceright carries an entitlement to one fully paid ordinary share in Computershare Limited.Set out below is a summary of performance rights granted under the DLI plans:DategrantedNumbergrantedNumbervestedduring theyearNumberlapsedduringthe yearNumberforfeitedduring theyearNumberoutstandingend of theyearFinancialyear inwhichgrantmay vestMaximumValue at total valuegrant date of grant(if granted yet to bethis year) expensed$ $WS Crosby 20/12/2005 800,000 - - - 800,000 FY 2011 - -13/11/2006 700,000 - - - 700,000 FY 2012 - 874,74512/11/2009 450,000 - - - 450,000 FY 2015 3,913,896 3,131,117PA Barker 12/11/2009 150,000 - - - 150,000 FY 2015 1,304,632 1,043,706PA Conn 20/12/2005 300,000 - - - 300,000 FY 2011 - -12/11/2009 250,000 - - - 250,000 FY 2015 2,174,387 1,739,509MB Davis 12/11/2009 350,000 - - - 350,000 FY 2015 3,044,141 2,435,313S Irving 20/12/2005 100,000 - - - 100,000 FY 2011 - -12/11/2009 350,000 - - - 350,000 FY 2015 3,044,141 2,435,313W Newling 20/12/2005 100,000 - - - 100,000 FY 2011 - -12/11/2009 200,000 - - - 200,000 FY 2015 1,739,509 1,391,607SR Rothbloom 20/12/2005 600,000 - - - 600,000 FY 2011 - -13/11/2006 400,000 - - - 400,000 FY 2012 - 499,85412/11/2009 300,000 - - - 300,000 FY 2015 2,609,264 2,087,411JLW Wong 12/11/2009 200,000 - - - 200,000 FY 2015 1,739,509 1,391,607PAGE 34 Computershare Annual Report 2010

4. Options included in key management personnel remunerationFrom time to time, the Group has awarded grants of options under a company option plan. These options are subject to a three yearperiod before they can be exercised and have an exercise price based on the market value of Computershare shares at the time ofgrant. On exercise, each option carries an entitlement to one fully paid ordinary share in Computershare Limited. Options grantedcarry no dividend or voting rights. No options have been granted to key management personnel during the year ended30 June 2010.Set out below is a summary of options:Date grantedNumbergrantedNumbervestedduring theyearNumberlapsedduringthe yearNumberforfeitedduring theyearNumberoutstandingend of theyearPA Barker 30/01/2009 166,667 - - - 166,667Options in the table above have an exercise price of $6.62 (AUD 7.54).Shareholdings of key management personnelFinancialyear inwhichgrantmay vestMaximumValue at total valuegrant date of grant(if granted yet to bethis year) expensed$ $FY 2013-FY 2016 - 181,606The number of ordinary shares in Computershare Limited held during the financial year by each director and the other namedCompany and Group key management personnel, including details of shares granted as remuneration during the current financialyear and ordinary shares provided as the result of the exercise of remuneration options during the current financial year, areincluded in the table below.Balance atbeginning ofthe yearVested underlong termincentiveschemesOn exerciseof options/performancerightsOn marketpurchases /(sales)OtherBalance atend ofthe yearValue ofoptions/performancerightsexercised$DirectorsWS Crosby 123,688 - - - - 123,688 -SD Jones 14,000 - - - - 14,000 -Dr M Kerber* 40,000 - - - - - -PJ Maclagan 15,364,423 - - (459,012) - 14,905,411 -CJ Morris 52,880,057 - - (4,880,057) - 48,000,000 -AL Owen 2,000 - - - - 2,000 -AN Wales 29,092,384 - - (1,000,000) - 28,092,384 -NP Withnall - - - - - - -Company and Group key management personnelPA Barker - - - - - - -PA Conn 320,302 20,908 - - - 341,210 -MB Davis 8,082 15,244 - (14,500) 836 9,662 -S Irving 152,695 65,022 - (191,909) 421 26,229 -W Newling - 18,900 - (18,900) - - -SR Rothbloom 115,576 - - (102,902) - 12,674 -JLW Wong 65,621 23,317 - - 805 89,743 -* Shareholding effective as at date of resignation.2-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationPAGE 35

Directors’ ReportD. PROPORTIONS OF FIXED AND PERFORMANCE RELATED REMUNERATIONThe percentage value of total remuneration relating to the current financial year received by key management personnel thatconsists of fixed and performance related remuneration is as follows:% of fixed/non-performancerelated remuneration% of total remunerationreceived as cash bonus% of remunerationreceived as equity bonus% of total remunerationreceived as performancerelated rights/optionsWS Crosby 35.4% 12.7% - 51.9%SD Jones 100% - - -Dr M Kerber 100% - - -PJ Maclagan 100% - - -CJ Morris 100% - - -AL Owen 100% - - -AN Wales 100% - - -NP Withnall 100% - - -PA Barker 60.0% 14.3% 5.7% 20.0%PA Conn 46.3% 10.1% 9.2% 34.4%MB Davis 57.5% 9.1% 8.3% 25.1%S Irving 50.9% 9.3% 12.9% 26.9%W Newling 56.3% 9.0% 10.4% 24.3%SR Rothbloom 41.1% 9.7% 7.6% 41.6%JLW Wong 60.7% 13.7% 12.0% 13.6%E. OTHER INFORMATIONLoans to directors and executivesComputershare made no loans to directors and executive directors or other key management personnel during the currentfinancial year.Derivative instrumentsComputershare’s policy forbids key management personnel to deal in derivatives designed as a hedge against exposure to shares inComputershare Limited.Shares under optionUnissued ordinary shares in Computershare Limited under options and performance rights at the date of this report are as follows:Date granted Financial year of expiry Issue price of shares (AUD)Number under options/performance rightsPerformance rights20/12/2005 FY 2011 - 1,900,00013/11/2006 FY 2012 - 1,100,00012/11/2009 FY 2015 - 2,850,00012/08/2010 FY 2016 - 250,000Options13/09/2007 FY 2012 9.00 200,00030/01/2009 FY 2016 7.54 166,66701/10/2009 FY 2017 10.34 50,00004/06/2010 FY 2017 10.89 25,000AUDITORPricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.Auditor’s independence declarationA copy of the auditor’s signed independence declaration as required under section 307C of the Corporations Act 2001 is providedimmediately after this report.PAGE 36 Computershare Annual Report 2010

Non-audit servicesThe Group may decide to employ its auditor, PricewaterhouseCoopers, on assignments in addition to their statutory audit dutieswhere the auditor’s expertise and experience with the Group are important.The Board is satisfied that the provision of non-audit services is compatible with the general standard of independence for auditorsimposed by the Corporations Act 2001 and internal guidelines. Further details regarding the Board’s internal policy for engagingPricewaterhouseCoopers for non-audit services is set out in the Corporate Governance Statement.The directors are satisfied that the provision of non-audit services by PricewaterhouseCoopers, as set out below, did notcompromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:> No services were provided by PricewaterhouseCoopers that are prohibited by policy (the policy lists services that are not able tobe undertaken).> None of the services provided undermine the general principles relating to auditor independence, including reviewing orauditing the auditor’s own work, acting in a management capacity or a decision making capacity for the Group, acting as anadvocate for the Group or jointly sharing economic risks and rewards.Details of the amounts paid to the auditor for both audit and non-audit services are provided in the table below.During the year the following amounts were incurred in relation to services provided by PricewaterhouseCoopers, the Group auditor,and its related practices.Consolidated2010$0002009$0001. Audit services> Audit & review of the financial statements & other audit work by PricewaterhouseCoopers Australia 815 712> Audit & review of the financial statements & other audit work by related practices of PricewaterhouseCoopersAustralia 2,219 2,2463,034 2,9582. Other services> Other assurance services performed by PricewaterhouseCoopers Australia (a) 198 17> Other assurance services performed by related practices of PricewaterhouseCoopersAustralia (a) 1,898 1,459> Tax advice on acquisitions provided by PricewaterhouseCoopers Australia 18 297> Tax advice on acquisitions provided by related practices of PricewaterhouseCoopers Australia - 112,114 1,784Total Auditors’ Remuneration 5,148 4,742(a) Other assurance services provided relate primarily to regulatory and compliance reviews.ROUNDING OF AMOUNTSThe Group is of a kind referred to in class order 98/0100, issued by the Australian Securities and Investments Commission, relatingto the “rounding off” of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordancewith that Class order to the nearest thousand dollars unless specifically stated to be otherwise.Signed in accordance with a resolution of the directors.2-15Overview16-38Governance39-93Financials94-97ReportsCJ MORRISChairman20 September 2010WS CROSBYDirector98-101Further InformationPAGE 37

Auditor’s Independence DeclarationPricewaterhouseCoopersABN 52 780 433 757Freshwater Place2 Southbank BoulevardSOUTHBANK VIC 3006GPO Box 1331LMELBOURNE VIC 3001DX 77Website: www.pwc.com/auTelephone +61 3 8603 1000Facsimile + 61 3 8603 1999Auditor’s independence declarationAs lead auditor for the audit of Computershare Limited for the year ended 30 June 2010, I declare that, to the best of myknowledge and belief, there have been:a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; andb) no contraventions of any applicable code of professional conduct in relation to the audit.This declaration is in respect of Computershare Limited and the entities it controlled during the period.Simon GrayPartnerMelbournePricewaterhouseCoopers 20 September 2010Liability limited by a scheme approved under Professional Standards LegislationPAGE 38 Computershare Annual Report 2010

Consolidated Statement of Comprehensive Income for the year ended 30 June 2010Note2010 2009$000 $000Revenues from continuing operationsSales revenue 2 1,599,611 1,495,759Other revenue 2 4,694 4,565Total revenue from continuing operations 1,604,305 1,500,324Other income 3 15,282 23,131ExpensesDirect services 991,796 935,697Technology services 168,875 163,045Corporate services 28,019 28,800Finance costs 2 22,865 35,808Total expenses 1,211,555 1,163,350Share of net profit/(loss) of associates and joint ventures accounted for using the equity method 39 & 40 2,637 (205)Profit before related income tax expense 410,669 359,900Income tax expense 4 109,293 100,051Profit for the year 301,376 259,849Other comprehensive incomeAvailable-for-sale financial assets 2,791 (3,193)Cash flow hedges (29,550) 38,390Exchange differences on translation of foreign operations (798) (50,335)Income tax relating to components of other comprehensive income 4d 6,881 (15,173)Other comprehensive income for the year, net of tax (20,676) (30,311)Total comprehensive income for the year 280,700 229,538Profit for the year is attributable to:Members of Computershare Limited 294,757 255,733Non-controlling interests 6,619 4,116301,376 259,849Total comprehensive income for the year is attributable to:Members of Computershare Limited 274,081 225,422Non-controlling interests 6,619 4,116280,700 229,538Basic earnings per share (cents per share) 6 53.05 46.02Diluted earnings per share (cents per share) 6 52.67 45.782-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationThe above statement of comprehensive income is presented in United States Dollars and should be read in conjunction with theaccompanying notes.PAGE 39

Consolidated Statement of Financial Position as at 30 June 20102010 2009Note$000 $000CURRENT ASSETSCash and cash equivalents 35 278,651 180,422Receivables 7 293,884 263,414Financial assets held for trading 1,834 1,987Available-for-sale financial assets at fair value 8 499 10,215Other financial assets 9 23,814 35,317Inventories 10 8,624 7,775Current tax assets 14 8,924 14,680Derivative financial instruments 15 17,726 3,879Other current assets 11 19,556 19,325Total Current Assets 653,512 537,014NON CURRENT ASSETSReceivables 7 4,361 4,003Investments accounted for using the equity method 12 19,177 15,806Available-for-sale financial assets at fair value 8 5,623 6,302Property, plant and equipment 13 144,956 90,810Deferred tax assets 14 46,821 69,010Derivative financial instruments 15 39,827 69,668Intangibles 16 1,776,178 1,704,925Total Non Current Assets 2,036,943 1,960,524Total Assets 2,690,455 2,497,538CURRENT LIABILITIESPayables 17 351,186 323,075Interest bearing liabilities 18 54,243 116Current tax liabilities 19 25,480 28,277Provisions 20 46,251 44,781Derivative financial instruments 15 7 -Deferred consideration 21 20,180 18,686Total Current Liabilities 497,347 414,935NON CURRENT LIABILITIESPayables 17 2,331 2,179Interest bearing liabilities 18 939,785 974,216Deferred tax liabilities 19 106,108 105,989Provisions 20 35,875 44,860Derivative financial instruments 15 360 684Deferred consideration 21 26,967 45,606Other 22 8,730 7,900Total Non Current Liabilities 1,120,156 1,181,434Total Liabilities 1,617,503 1,596,369Net Assets 1,072,952 901,169EQUITYContributed equity 23 29,943 29,888Reserves 24 94,808 99,793Retained profits 5 936,592 763,879Total parent entity interest 41 1,061,343 893,560Non-controlling interests 41 11,609 7,609Total Equity 1,072,952 901,169The above statement of financial position is presented in United States Dollars and should be read in conjunction with theaccompanying notes.PAGE 40 Computershare Annual Report 2010

Consolidated Statement of Changes in Equity for the year ended 30 June 2010Attributable to members of Computershare LimitedContributedEquityReservesRetainedEarningsTotalNoncontrollingInterestsTotal EquityConsolidated $000 $000 $000 $000 $000 $000Total equity at 1 July 2009 29,888 99,793 763,879 893,560 7,609 901,169Profit for the year - - 294,757 294,757 6,619 301,376Available-for-sale financial assets - 2,791 - 2,791 - 2,791Cash flow hedges - (29,550) - (29,550) - (29,550)Exchange differences on translation of foreignoperations - (798) - (798) - (798)Income tax relating to components of othercomprehensive income - 6,881 - 6,881 - 6,881Total comprehensive income for the year - (20,676) 294,757 274,081 6,619 280,700Transactions with owners in their capacityas owners:Contributions of equity, net of transaction costs 55 - - 55 312 367Dividends provided for or paid - - (122,044) (122,044) (4,998) (127,042)Equity related contingent consideration - 2,506 - 2,506 - 2,506Transactions with non-controlling interests - (2,809) - (2,809) - (2,809)Transfer from non-controlling interests - (2,067) - (2,067) 2,067 -On market purchase of shares - (7,064) - (7,064) - (7,064)Share based remuneration - 25,125 - 25,125 - 25,12555 15,691 (122,044) (106,298) (2,619) (108,917)Balance at 30 June 2010 29,943 94,808 936,592 1,061,343 11,609 1,072,952Total equity at 1 July 2008 31,689 126,437 600,794 758,920 11,276 770,196Profit for the year - - 255,733 255,733 4,116 259,849Available-for-sale financial assets - (3,193) - (3,193) - (3,193)Cash flow hedges - 38,390 - 38,390 - 38,390Exchange differences on translation of foreignoperations - (50,335) - (50,335) - (50,335)Income tax relating to components of othercomprehensive income - (15,173) - (15,173) - (15,173)Total comprehensive income for the year - (30,311) 255,733 225,422 4,116 229,538Transactions with owners in their capacityas owners:Contributions of equity, net of transaction costs - - - - (5,388) (5,388)Dividends provided for or paid - - (92,648) (92,648) (2,395) (95,043)Equity related contingent consideration - (1,094) - (1,094) - (1,094)Share based remuneration - 10,838 - 10,838 - 10,838Acquisitions related share transactions (1,801) 1,801 - - - -On market purchase of shares - (7,878) - (7,878) - (7,878)(1,801) 3,667 (92,648) (90,782) (7,783) (98,565)Balance at 30 June 2009 29,888 99,793 763,879 893,560 7,609 901,1692-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationThe above statement of changes in equity is presented in United States Dollars and should be read in conjunction with theaccompanying notes.PAGE 41

Consolidated Cash Flow Statement for the year ended 30 June 2010Note2010 2009$000 $000CASH FLOWS FROM OPERATING ACTIVITIESReceipts from customers 1,611,181 1,549,406Payments to suppliers and employees (1,090,007) (1,090,716)Dividends received 968 167Interest paid and other costs of finance (29,253) (29,126)Interest received 3,726 1,795Income taxes paid (82,159) (90,031)Net operating cash flows 35 414,456 341,495CASH FLOWS FROM INVESTING ACTIVITIESPayments for purchase of controlled entities and businesses, net of cash acquired (110,442) (246,697)Payments for investment in associated entities and joint ventures (2,661) (5,206)Dividend received 1,068 1,937Proceeds from sale of assets 14,214 7,854Payments for investments (275) (17,849)Payments for property, plant and equipment (57,071) (22,807)Proceeds from sale of controlled entities, net of cash disposed - 16,900Other - (3,747)Net investing cash flows (155,167) (269,615)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issue of ordinary shares 55 -Payments for purchase of ordinary shares (7,064) (7,878)Proceeds from borrowings 352,144 797,047Repayment of borrowings (364,602) (690,933)Dividends paid - ordinary shares (122,044) (92,648)Dividends paid to non-controlling interests in controlled entities (4,998) (2,395)Repayment of finance leases (7,590) (5,347)Net financing cash flows (154,099) (2,154)Net increase in cash and cash equivalents held 105,190 69,726Cash and cash equivalents at the beginning of the financial year 180,422 124,235Exchange rate variations on foreign cash balances (6,961) (13,539)Cash and cash equivalents at the end of the financial year 35 278,651 180,422Refer to Note 35 for information in respect of any non cash financing and investing transactions.The above cash flow statement is presented in United States Dollars and should be read in conjunction with the accompanyingnotes.PAGE 42 Computershare Annual Report 2010

Notes to the Consolidated Financial Statements1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIESThe principal accounting policies adopted in the preparation of the financial report are set out below. These policies have beenconsistently applied to all the periods presented, unless otherwise stated. The financial report is for the consolidated entityconsisting of Computershare Limited and its controlled entities, referred to collectively throughout these financial statements as the“consolidated entity”, “the Group” or “Computershare”.2-15OverviewBasis of preparation of full year financial reportThis general purpose financial report for the reporting period ended 30 June 2010 has been prepared in accordance with AustralianAccounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues GroupInterpretations and the Corporations Act 2001.This report is to be read in conjunction with any public announcements made by Computershare Limited during the reportingperiod in accordance with the continuous disclosure requirements of the Corporations Act 2001 and Australian Stock ExchangeListing Rules.Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period.Compliance with IFRSThe financial statements of Computershare Limited and its controlled entities also comply with International Financial ReportingStandards (IFRS) as issued by the International Accounting Standards Board (IASB).16-38GovernanceHistorical cost conventionThe financial statements have been prepared under the historical cost convention as modified by the revaluation of available-forsalefinancial assets and financial assets and liabilities (including derivative instruments) at fair value through profit or loss.Financial statement presentationThe revised AASB 101 requires the presentation of statement of comprehensive income and makes changes to the statement ofchanges in equity but does not affect any of the amounts recognised in the financial statements. Items of income and expense notrecognised in profit or loss are now disclosed as components of ‘other comprehensive income’. The Group has applied the newpresentation rules in this financial report. The comparatives for 30 June 2009 have also been provided.39-93FinancialsPrinciples of consolidationThe consolidated financial statements include the assets and liabilities of the parent entity, Computershare Limited, and itscontrolled entities.All intercompany balances and transactions have been eliminated. Where an entity either began or ceased to be controlled duringthe year, the results are consolidated only from the date control commenced or up to the date control ceased.Financial statements of foreign controlled entities, associates and joint ventures presented in accordance with overseas accountingprinciples are, for consolidation purposes, adjusted to comply with Group policy and Australian Accounting Standards.Controlled entitiesControlled entities are all those entities over which the Group has the power to govern the financial and operating policies, generallyaccompanying a shareholding of more than one half of the voting rights. Controlled entities are fully consolidated from the date onwhich control is transferred to the Group. They are de-consolidated from the date that control ceases.The acquisition method of accounting is used to account for the acquisition of controlled entities by the Group.94-97ReportsAssociatesAssociates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding ofbetween 20% and 50% of the voting rights. Interests in material associated entities are brought to account using the equity method.Under this method the investment in associates is initially recognised at its cost of acquisition and its carrying value is subsequentlyadjusted for increases or decreases in the investor’s share of post-acquisition results and reserves of the associate. The Group’sshare of its associates’ post acquisition profits or losses is recognised in the profit or loss. The investment in associated entities isdecreased by the amount of dividends received or receivable.Joint venturesInterests in joint venture partnerships are accounted for using the equity method.98-101Further InformationPAGE 43

Notes to the Consolidated Financial StatementsChanges in ownership interestsThe Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity ownersof the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and noncontrollinginterests to reflect their relative interests in the controlled entity. Any difference between the amount of the adjustmentto non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable toowners of the parent entity.Changes in accounting policyThe Group has changed its accounting policy for transactions with non-controlling interests and the accounting for loss of control,joint control or significant influence from 1 July 2009 when a revised AASB 127 Consolidated and Separate Financial Statementsbecame operative. The revisions to AASB 127 contained consequential amendments to AASB 128 Investments in Associates andAASB 131 Interests in Joint Ventures.Previously transactions with non-controlling interests were treated as transactions with parties external to the Group. Disposalstherefore resulted in gains or losses in profit or loss and purchases resulted in the recognition of goodwill. On disposal or partialdisposal, a proportionate interest in reserves attributable to the controlled entity was reclassified to profit or loss or directly toretained earnings.The changes were implemented prospectively from 1 July 2009 and are not material to the Group.Segment reportingOperating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.The chief operating decision maker is the Computershare Limited Chief Executive Officer (CEO).Change in accounting policyThe Group has applied AASB 8 Operating Segments from 1 July 2009. AASB 8 requires a ‘management approach’ underwhich segment information is presented on the same basis as that used for internal reporting purposes. This has resulted in anincrease in the number of reportable segments presented. The previously reported geographic segment Asia Pacific has beendisaggregated into two segments: Australia and New Zealand and Asia and the previously reported North America segment hasbeen disaggregated into two segments: United States and Canada. Additionally, a non-geographic segment of Technology Serviceshas been identified.As goodwill is allocated by management to groups of cash-generating units on a segment level, the change in reportable segmentshas required a reallocation of goodwill. This has not resulted in any impairment of goodwill. There has been no further impact onthe measurement of the Group’s assets and liabilities. Comparatives for 30 June 2009 have been restated.Foreign currency translationFunctional and presentation currencyItems included in the financial statements of each of the Group’s entities are measured using the currency of the primary economicenvironment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in USdollars, as a significant portion of the Group’s activity is denominated in US dollars.Transactions and balancesForeign currency transactions are converted to US dollars at exchange rates approximating those in effect at the date of eachtransaction. Amounts payable and receivable in foreign currencies at balance date are converted to US dollars at the average of thebuy and sell rates available on the close of business at balance date. Revaluation gains and losses are brought to account as theyoccur.Exchange differences relating to monetary items are included in profit or loss, as exchange gains or losses, in the period when theexchange rates change, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.Group companiesThe results and financial position of all the group entities that have a functional currency different from the presentation currencyare translated into the presentation currency as follows:> assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of thatstatement;> income and expenses for each statement of comprehensive income are translated at average exchange rates; and> all resulting exchange differences are recognised in other comprehensive income.PAGE 44 Computershare Annual Report 2010

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowingsand other currency instruments designated as hedges of such investments, are recognised in other comprehensive income andreflected in equity.Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreignentity and translated at the closing rate.2-15OverviewIncome taxThe financial statements apply the principles of tax-effect accounting. The income tax expense in the profit or loss represents tax onthe pre-tax accounting profit adjusted for income and expenses never to be assessed or allowed for taxation purposes. This is alsoadjusted for changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets andliabilities and their carrying amounts in the financial statements and unused tax losses. The income tax expense is calculated on thebasis of the tax laws enacted or substantively enacted at the end of the reporting period.Deferred tax assets and liabilities are recognised for temporary differences calculated at the tax rates expected to apply when thedifferences reverse. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it isprobable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets andliabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred taxbalances relate to the same taxation authority.Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases ofinvestments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differencesand it is probable that the differences will not reverse in the foreseeable future.Current and deferred tax balances attributable to amounts recognised in other comprehensive income or directly in equity are alsorecognised in other comprehensive income or directly in equity, respectively.Tax consolidation legislationComputershare Limited and its wholly-owned Australian controlled entities implemented the tax consolidation regime with effectfrom 1 July 2002. The Australian Taxation Office has been formally notified of this decision.The relevant entities have also entered into a tax sharing deed, which includes tax funding arrangements. As a consequence,Computershare Limited, as the head entity in the tax consolidation Group, has recognised the current tax liability relating totransactions, events and balances of the wholly owned Australian controlled entities in this Group in the financial statementsas if that liability was its own, in addition to recognising the current tax liability arising in relation to its own transactions, eventsand balances. Amounts receivable or payable under the tax sharing deed are recognised separately as tax related intercompanypayables or receivables.16-38Governance39-93FinancialsLeasesLeases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified asfinance leases. Assets acquired under finance leases are capitalised and amortised over the shorter of the lease term and the usefullife of the asset, or where ownership is reasonably certain to be obtained on expiration of the lease, over the useful life of the asset.Lease payments are allocated between interest expense and reduction in the lease liability.Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operatingleases. Operating lease assets are not capitalised and rental payments (net of any incentives received from the lessor) are chargedagainst operating profit on a straight line basis over the period of the lease.94-97ReportsLeasehold improvementsThe cost of improvements to or on leasehold properties is amortised over the unexpired period of the lease or the estimated usefullife of the improvement to the leasehold properties, whichever is the shorter.Software and research and development costsInternally developed software and related research and development costs are expensed in the year in which they are incurred asthey do not meet the recognition criteria for capitalisation.Impairment of assetsAll non-current assets that have an indefinite useful life are not subject to amortisation and are reviewed at least annually todetermine whether their carrying amounts require write-down to recoverable amount or more frequently if events or changesin circumstances indicate that they might be impaired. Other assets are reviewed for impairment whenever events or changes incircumstances indicate that the carrying amount may not be recoverable.98-101Further InformationPAGE 45

Notes to the Consolidated Financial StatementsAn impairment loss will be recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Therecoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For available for sale assets, a significantor prolonged decline in fair value is considered in determining whether the asset is impaired.For the purposes of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows(cash generating units).These impairment calculations require the use of assumptions.InventoriesInventories are valued at the lower of cost and net realisable value. Cost is assigned on a first-in first-out basis. Prepaid inventory isrecorded at cost and is bought on behalf of the Group’s clients. As the inventory is used, the costs are billed.Property, plant and equipmentProperty, plant and equipment is stated at historical costs less depreciation. The amounts at which property, plant and equipmentare stated in these financial statements are regularly reviewed.DepreciationItems of property, plant and equipment excluding freehold land, are depreciated on a straight line basis at rates calculated toallocate their cost, less estimated residual value, over their estimated useful life. The assets’ residual values and useful lives arereviewed, and adjusted if appropriate, at the end of each reporting period. Additions and disposals are depreciated for the periodheld, in the year of acquisition or disposal. Depreciation expense has been determined based on the following rates of depreciation:> Buildings (2.5% per annum);> Plant and Equipment (10% to 50% per annum);> Fixtures and Fittings (13% to 50% per annum); and> Motor Vehicles (15% to 40% per annum).RevenueRevenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns,trade discounts and volume rebates.The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefitswill flow to the consolidated entity and specific criteria have been met for each of the Group’s activities. The Group bases itsestimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of eacharrangement.Services revenue is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue isrecognised under the percentage of completion method, based on the actual service provided as proportion of the total services tobe provided.Software licence sales and associated development, installation and maintenance fees are recognised in accordance with writtencustomer agreements when the entity has the right to be compensated for services and it is probable that compensation will flow tothe entity in the future.Other revenueOther revenue includes interest income on short-term deposits controlled by the consolidated entity, royalties and dividendsreceived from other persons. Interest income is recognised using the effective interest method. Royalties and dividends arerecognised as revenue when the right to receive payment is established.Insurance recoveriesThe consolidated entity recognises amounts receivable under its insurance policies, net of any relevant excess amounts, uponindemnity being acknowledged by the insurers.Trade receivablesTrade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtfuldebts. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are writtenoff. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect allamounts due according to the original terms of receivables. The amount of the provision is recognised in the profit or loss.PAGE 46 Computershare Annual Report 2010

Trade and other payablesThese amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid.The amounts are unsecured and are usually paid within 30 days of recognition.DividendsProvision is made for the amount of any dividend declared by the directors on or before the end of the financial year but notdistributed at balance date.2-15OverviewEarnings per shareBasic earnings per shareBasic earnings per share is determined by dividing net profit after income tax attributable to members of Computershare Limited,excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstandingduring the financial year, adjusted for bonus elements in ordinary shares issued during the year.Diluted earnings per shareDiluted earnings per share adjusts the figure used in the determination of basic earnings per share to take into account the afterincome tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted averagenumber of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.16-38GovernanceManagement basic earnings per shareManagement basic earnings per share exclude certain items to permit a more appropriate and meaningful analysis of the Group’sunderlying performance on a comparative basis. The net profit used in the management earnings per share calculation is adjustedfor the management adjustment items net of tax (refer note 6).Cash and cash equivalentsFor the purposes of the cash flow statement, cash and cash equivalents includes cash on hand, deposits at call with financialinstitutions and other highly liquid investments with short periods to maturity (three months or less) which are readily convertibleto known amounts of cash on hand and are subject to an insignificant risk of changes in value, net of outstanding bank overdrafts.Cash and cash equivalents exclude broker client deposits reflected in the statement of financial position that are recorded as othercurrent financial assets.39-93FinancialsBusiness combinationsThe acquisition method of accounting is used to account for all business combinations, including business combinations involvingentities or businesses under common control, regardless of whether equity instruments or other assets are acquired. Theconsideration transferred for the acquisition of a controlled entity comprises the fair values of the assets transferred, the liabilitiesincurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingentconsideration arrangement and the fair value of any pre-existing equity interest in the controlled entity.Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in abusiness combination are, with limited exceptions, measured initially at their fair values at the acquisition date. Within 12 months ofcompleting the acquisition, identifiable intangible assets are valued and separately recognised in the statement of financial position.On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at thenon-controlling interest’s proportionate share of the acquiree’s net identifiable assets.The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fairvalue of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired isrecorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the controlled entiy acquired andthe measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain purchase.Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their presentvalue as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similarborrowing could be obtained from an independent financier under comparable terms and conditions.Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability aresubsequently remeasured to fair value with changes in fair value recognised in profit or loss.94-97Reports98-101Further InformationPAGE 47

Notes to the Consolidated Financial StatementsChange in accounting policyA revised AASB 3 Business Combinations became operative on 1 July 2009. While the revised standard continues to apply theacquisition method to business combinations, there have been some significant changes.All purchase consideration is now recorded at fair value at the acquisition date. Contingent payments classified as debt aresubsequently remeasured through profit or loss. Under the Group’s previous policy, contingent payments were only recognisedwhen the payments were probable and could be measured reliably and were accounted for as an adjustment to the cost ofacquisition.Acquisition-related costs are expensed as incurred. Previously, they were recognised as part of the cost of acquisition and thereforeincluded in goodwill.Non-controlling interests in an acquiree are now recognised either at fair value or at the non-controlling interest’s proportionateshare of the acquiree’s net identifiable assets. This decision is made on an acquisition-by-acquisition basis. Under the previous policy,the non-controlling interest was always recognised at its share of the acquiree’s net identifiable assets. If the Group recognisespreviously acquired deferred tax assets after the initial acquisition accounting is completed there will no longer be any adjustmentto goodwill. As a consequence, the recognition of the deferred tax asset will increase the Group’s net profit after tax.The above changes were implemented prospectively from 1 July 2009 and affected the accounting for the acquisitions disclosed innote 28.Intangible assetsGoodwillPurchased goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changesin circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses ondisposal of an entity include the carrying amount of goodwill relating to an entity sold.Goodwill is allocated to cash generating units for the purpose of impairment testing. Each of these cash generating units representsthe Group’s internal management reporting structure.Acquired intangible assetsAcquired intangible assets have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculatedusing the straight line method to allocate the cost over their estimated useful lives, ranging from one to ten years.Employee benefitsProvision has been made in the statement of financial position for benefits accruing to employees in relation to employee bonuses,annual leave, long service leave, workers compensation and vested sick leave. No provision is made for non-vesting sick leave as theanticipated pattern of future sick leave taken indicates that accumulated non-vesting sick leave will never be paid.Superannuation is included in the determination of provisions. Vested sick leave and annual leave are measured at the amountsexpected to be paid when the liabilities are settled.The long service leave provision is measured at the present value of estimated future cash flows, discounted by the interestrate applicable to the period the liability is expected to fall due. Consideration is given to expected future wage and salary levels,experience of employee departures and periods of service.Retirement benefitsContributory superannuation and pension plans exist to provide benefits for the consolidated entity’s employees and theirdependants on retirement, disability or death. The plans are accumulation plans. The employee sponsors contribute to the plans atvarying rates of contribution depending on the employee classification. The contributions made to the funds by Group entities arecharged against profits.Defined benefit superannuation and pension plans are operated in Germany and India only. Where material to the Group, a liabilityor asset in respect of the these plans is recognised in the statement of financial position, and is measured as the present value ofthe defined benefit obligation at the reporting date plus unrecognised actuarial gains (less unrecognised actuarial losses) less thefair value of the superannuation fund’s assets at that date and any unrecognised past service cost.Executive share and performance right schemesCertain employees are entitled to participate in share and performance rights schemes.The market value of shares issued to employees for no cash consideration issued under the employee and executive share schemesis recognised as a personnel expense over the vesting period with a corresponding increase in share based payments reserve.The fair value of performance rights issued under the Computershare Deferred Long Term Incentive Plan are recognised as apersonnel expense over the vesting period with a corresponding increase in share based payments reserve.PAGE 48 Computershare Annual Report 2010

The fair value of performance rights granted is determined using a pricing model that takes into account factors that include theexercise price, the term of the performance right, the vesting and performance criteria, the share price at grant date and theexpected price volatility of the underlying share. The fair value calculation excludes the impact of any service or non market vestingconditions. Non market vesting conditions are included in assumptions about the number of performance rights that are expectedto become exercisable. At each balance date, the entity revises its estimate of the number of performance rights that are expectedto become exercisable. The personnel expense recognised each period takes into account the most recent estimate.2-15OverviewWhere shares are procured by the Group with cash to satisfy obligations for vested employee entitlements, under these plans, areduction in the share based payments equity reserve is shown.Shares issued under employee and executive share plans are held in trust until vesting date. Unvested shares held by the trust areconsolidated into the Group’s financial statements.Termination benefitsLiabilities for termination benefits, not in connection with the acquisition of an entity or operation are recognised when a detailedplan for the terminations has been developed and a valid expectation has been raised in those employees affected that theterminations will be carried out. The liabilities for termination benefits are recognised in other payables unless the amount or timingof the payments is uncertain, in which case they are recognised as provisions.Liabilities for termination benefits relating to an acquired entity or operation that arise as a consequence of an acquisition arerecognised as at the date of acquisition if, at or before the acquisition date, the acquiree had an existing liability for restructuring.16-38GovernanceProvisionsProvisions for legal claims, service warranties and make good obligations are recognised when the Group has a present legal orconstructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligationand the amount has been reliably estimated. Provisions are not recognised for future operating losses.Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined byconsidering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any oneitem included in the same class of obligations may be small.Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the presentobligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of thetime value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised asinterest expense.39-93FinancialsNon-current assets (or disposal groups) held for saleNon-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through asale transaction rather than through continuing use and a sale is considered highly probable. Non-current assets and liabilities(or disposal groups) classified as held for sale are presented separately from other assets and liabilities in the statement of financialposition and they are stated at the lower of their carrying amount and fair value less costs to sell.An impairment loss is recognised for any initial or subsequent write down of the asset (or disposal group) to fair value less costs tosell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excessof any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of thenon-current asset (or disposal group) is recognised at the date of derecognition.94-97ReportsContributed equityOrdinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders and isclassified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from theproceeds.If the Group reacquires its own equity instruments, for example as the result of a share buy-back, those instruments are deductedfrom equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paidincluding any directly attributable incremental costs (net of income taxes) is recognised directly in equity.Parent entity financial informationThe financial information for the parent entity, Computershare Limited, disclosed in note 42 has been prepared on the same basisas the consolidated financial statements, except as set out below.98-101Further InformationPAGE 49

Notes to the Consolidated Financial StatementsInvestments in controlled entities, associates and joint venture entitiesInvestments in controlled entities, associates and joint venture entities are accounted for at cost in the financial statements ofComputershare Limited. Dividends received from associates are recognised in the parent entity’s profit or loss, rather than beingdeducted from the carrying amount of these investments.Investments and other financial assetsThe Group classifies its investments and other financial instruments in the following categories: financial assets at fair valuethrough profit or loss, loans and receivables and available for sale assets. The classification depends on the purpose for which theinvestments were acquired. Management determines the classification of its investments at initial recognition.i. Financial assets at fair value through profit or lossThis category has two sub categories: financial assets held for trading and those designated at fair value through profit or loss oninitial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term orif so designated by management. Assets in this category are classified as current in the statement of financial position. Derivativesare classified as held for trading unless they are designated as hedge instruments.ii.Loans and receivablesLoans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an activemarket. They are included in current assets, except for those with maturities greater than 12 months after the balance sheet datewhich are classified as non-current assets. Loans and receivables are included within receivables in the statement of financialposition.iii.Available for sale assetsAvailable for sale financial assets are non-derivatives that are either designated in this category or not classified in any of the othercategories. They are included in non-current assets unless management intends to dispose of the investment within 12 months ofthe balance sheet date.Initial recognition and subsequent measurementInvestments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profitor loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs areexpensed in profit or loss. Loans and receivables are subsequently carried at amortised cost using the effective interest method.Subsequently, available for sale financial assets and financial assets at fair value through profit or loss are carried at fair value.Realised and unrealised gains and losses arising from changes in fair value of financial assets at fair value through profit or losscategory are included in profit or loss in the period in which they arise. Unrealised gains and losses for changes in fair value ofavailable for sale assets are recognised in other comprehensive income in the available for sale asset reserve. Financial assets arederecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Grouphas transferred substantially all the risks and rewards of ownership. When available for sale assets are sold, the accumulated fairvalue adjustments are reclassified to profit or loss.The fair values of quoted investments (classified as available for sale assets or held for trading assets) are based on current bidprices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes the fair value by usingaccepted valuation techniques.ImpairmentThe Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assetsis impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of asecurity below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-salefinancial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less anyimpairment loss on that financial asset previously recognised in profit or loss - is reclassified from equity and recognised in profit orloss as a reclassification adjustment. Impairment losses recognised in profit or loss on equity instruments classified as available-forsaleare not reversed through profit or loss.If there is evidence of impairment for any of the Group’s financial assets carried at amortised cost, the loss is measured as thedifference between the asset’s carrying amount and the present value of estimated future cash flows, excluding future creditlosses that have not been incurred. The cash flows are discounted at the financial asset’s original effective interest rate. The loss isrecognised in profit or loss.PAGE 50 Computershare Annual Report 2010

BorrowingsBorrowings are initially recognised at fair value and are subsequently measured at amortised cost. Any difference between theproceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowing usingthe effective interest method. Borrowings are classified as current liabilities unless the Group has a legal right to defer settlement ofthe liability for at least 12 months after the balance sheet date.2-15OverviewDerivative instrumentsThe Group uses derivative financial instruments to manage specifically identified interest rate and foreign currency risks. Derivativesare initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to theirfair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedginginstrument, and if so, the nature of the item being hedged. The Group designates certain financial instruments, including derivatives,as either; (1) hedges of net investments of a foreign operation; (2) hedges of firm commitments (cash flow hedges); or (3) fair valuehedges.HedgingThe Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, aswell as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents itsassessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions havebeen and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.16-38Governancei. Hedge of net investmentChanges in the fair value of foreign currency debt balances that are designated and qualify as hedging instruments are recordedin other comprehensive income in the foreign currency translation reserve. The change in value of the net investment is recordedin the foreign currency translation reserve in accordance with AASB 121 requirements. The gain or loss relating to the ineffectiveportion is recognised immediately in profit or loss.ii. Cash flow hedgeThe Group uses interest rate derivatives to manage interest rate exposure. These derivatives are entered into as part of a hedgingrelationship.The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognisedin other comprehensive income in the cash flow hedge reserve. The gain or loss relating to the ineffective portion is recognisedimmediately in profit or loss.Amounts accumulated in equity are recycled in profit or loss in the periods when the hedged item will affect profit or loss (forinstance when the future cash flows that are hedged take place).When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting,any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction isultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss thatwas reported in equity is immediately reclassified to profit or loss.39-93Financials94-97Reportsiii.Fair value hedgeThe Group uses interest rate derivatives to manage the fixed interest exposure that arises as a result of notes issued as part of theUS Senior Notes. Changes in the fair value of these derivatives are recorded in profit or loss, together with any changes in the fairvalue of the hedged liabilities that are attributable to the hedged risk.iv.Derivatives that do not qualify for hedge accountingCertain forward exchange contracts and foreign currency options do not qualify for hedge accounting. Changes in the fair value ofany derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss.Fair value estimationThe fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosurepurposes.The fair market value of financial instruments traded in active markets (such as available for sale securities) is on quoted marketprices at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price.The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Groupuses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Valuationtechniques, such as estimated discounted cash flows, are used to determine the fair value of the remaining financial instruments.98-101Further InformationPAGE 51

Notes to the Consolidated Financial StatementsRounding of amountsThe consolidated entity is of a kind referred to in Class Order 98/100, issued by the Australian Securities and InvestmentsCommission, relating to the “rounding off” of amounts in the financial report. Amounts in the financial report have been roundedoff in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.New accounting standards and interpretationsCertain new accounting standards and interpretations have been published that are not mandatory for 30 June 2010 reportingperiod. The Group’s assessment of the impact of these new standards and interpretations is below.AASB 2009-8 Amendments to Australian Accounting Standards – Group Cash-Settled Share-based PaymentTransactions [AASB 2]The amendments made by the AASB to AASB 2 confirm that an entity receiving goods or services in a Group share-based paymentarrangement must recognise an expense for those goods or services regardless of which entity in the Group settles the transactionor whether the transaction is settled in shares or cash. They also clarify how the Group share-based payment arrangement shouldbe measured, that is, whether it is measured as an equity or cash settled transaction. The Group will apply these amendmentsretrospectively for the financial reporting period commencing on 1 July 2010. There will be no impact on the Group’s financialstatements.AASB 9 Financial Instruments and AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9AASB 9 Financial Instruments addresses the classification and measurement of financial assets and is likely to affect the Group’saccounting for its financial assets. The standard is not applicable until 1 January 2013 but is available for early adoption. The Groupis yet to assess its full impact. However, initial indications are that it may affect the Group’s accounting for its available-for-salefinancial assets, since AASB 9 only permits the recognition of fair value gains and losses in other comprehensive income if theyrelate to equity investments that are not held for trading. Fair value gains and losses on available-for-sale equity investments, forexample, will therefore have to be recognised directly in profit or loss. The Group has not yet decided when to adopt AASB 9.AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project and AASB 2010-4Further Amendments to Australian Accounting Standards arising from the Annual Improvements ProjectIn June 2010, the AASB made a number of amendments to Australian Accounting Standards as a result of the IASB’s annualimprovement project. The Group will apply the amendments from 1 July 2010. The Group continues to assess the impact of AASB2010-3 and AASB 2010-4 and does not expect that any adjustments will be necessary as the result of applying the revised rules.PAGE 52 Computershare Annual Report 2010

2010 2009$000 $0002. REVENUE AND EXPENSES FROM CONTINUING OPERATIONS(a) RevenuesSales revenueRendering of services 1,599,611 1,495,759Other revenueDividends received 968 167Interest received 3,726 4,398Total other revenue 4,694 4,565Total revenue from continuing operations 1,604,305 1,500,324(b) ExpensesDepreciation and amortisationDepreciation of property, plant and equipment 31,497 27,380Amortisation of:> Leased assets 224 144> Leasehold improvements 4,268 4,903> Intangible assets 35,704 15,809Total depreciation and amortisation 71,693 48,236Finance costsInterest paid 22,454 35,076Loan facility fees 411 732Total finance costs 22,865 35,808Other operating expense itemsOperating lease rentals 52,020 55,527Technology spending - research and development 65,888 63,626Employee entitlements (excluding superannuation) expense 596,438 542,169Superannuation expense 20,073 18,5933. OTHER INCOMENet foreign exchange gains 1,008 2,717Net gain on disposal of available for sale investments - 9,503Net gain on disposal of PPE 108 -Other income 14,166 10,911Total other income 15,282 23,1312-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationPAGE 53

Notes to the Consolidated Financial Statements2010 2009$000 $0004. INCOME TAXa) Income tax expenseCurrent tax expense 84,992 82,434Deferred tax expense 24,250 15,935Under/ (over) provided in prior years 51 1,682Total income tax expense 109,293 100,051Deferred income tax (revenue)/ expense included in income tax expense comprises:Decrease/ (increase) in deferred tax assets (note 14) 10,610 6,511(Decrease)/ increase in deferred tax liabilities (note 19) 13,640 9,42424,250 15,935b) Numerical reconciliation of income tax expense to prima facie tax payableProfit before income tax expense 410,669 359,900The tax expense for the financial year differs from the amount calculated on the profit. The differences arereconciled as follows:Prima facie income tax expense thereon at 30% 123,201 107,970Tax effect of permanent differences:Non deductible expenses (including depreciation and amortisation) 2,559 1,655Research and development allowance (2,675) (2,502)Benefit of tax losses recognised (1,117) (1,197)Benefit of tax losses not booked 439 -Non-deductible asset write-down - 2,841Losses not deductible - 1,760Non deductible share based payments 323 290Other deductible items (13,750) (11,554)Non assessable accounting profit on the sale of assets - (1,737)Other (3,526) (583)Differential in overseas tax rates 2,891 (15)Prior year tax (over)/under provided 51 1,682Restatement of deferred tax balances due to income tax rate changes 897 1,441Income tax expense 109,293 100,051c) Amounts recognised directly in equityNet deferred tax – debited/(credited) directly to equity (note 14 and note 19) (13,135) 15,986d) Tax expense (income) relating to items of other comprehensive incomeAvailable-for-sale financial assets - 97Cash flow hedges (6,881) 15,076(6,881) 15,173e) Unrecognised tax lossesAs at 30 June 2010 companies within the consolidated entity had estimated unrecognised tax losses (including capital losses) of $41,926,325(2009: $47,610,006) available to offset against future years’ taxable income.PAGE 54 Computershare Annual Report 2010

5. RETAINED PROFITS AND DIVIDENDSRetained profits2010 2009$000 $000Retained profits at the beginning of the financial year 763,879 600,794Ordinary dividends provided for or paid (122,044) (92,648)Net profit attributable to members of Computershare Limited 294,757 255,733Retained profits at the end of the financial year 936,592 763,879DividendsOrdinaryDividends paid during the financial year in respect of the previous year, AU 11 cents per share franked to 50%(2009 – AU 11 cents per share franked to 30%) 53,699 46,324Dividends paid in respect of the current financial year June 2010, AU 14 cents per share franked to 50%(June 2009, AU 11 cents per share franked to 40%) 68,345 46,324The directors have determined that a final dividend of AU 14 cents per share franked to 60% in respect of the year ended 30 June 2010 was paid on14 September 2010. As the dividend was not declared until 11 August 2010 a provision has not been recognised as at 30 June 2010.2-15Overview16-38Governance2010 2009$000 $000Dividend franking accountFranking credits available for subsequent financial years based on a tax rate of 30% (2009: 30%) 48,581 42,275Calculationof Basic EPSCalculationof Diluted EPSCalculation ofManagementBasic EPSCalculation ofManagementDiluted EPS$000 $000 $000 $0006. EARNINGS PER SHAREYear end 30 June 2010Earnings per share (cents per share) 53.05 cents 52.67 cents 57.80 cents 57.39 centsNet profit 301,376 301,376 301,376 301,376Non-controlling interests’ (profit)/loss (6,619) (6,619) (6,619) (6,619)Exclusion of management adjustment items - - 26,415 26,415Net profit attributable to members of Computershare Limited 294,757 294,757 321,172 321,172Weighted average number of ordinary shares used as denominator incalculating basic earnings per share 555,657,878 555,657,878Weighted average number of ordinary and potential ordinary shares usedas denominator in calculating diluted earnings per share 559,653,794 559,653,794Year end 30 June 2009Earnings per share (cents per share) 46.02 cents 45.78 cents 52.11 cents 51.83 centsNet profit 259,849 259,849 259,849 259,849Non-controlling interests’ (profit)/loss (4,116) (4,116) (4,116) (4,116)Exclusion of management adjustment items - - 33,799 33,799Net profit attributable to members of Computershare Limited 255,733 255,733 289,532 289,532Weighted average number of ordinary shares used as denominator incalculating basic earnings per share 555,654,059 555,654,059Weighted average number of ordinary and potential ordinary shares usedas denominator in calculating diluted earnings per share 558,662,405 558,662,40539-93Financials94-97Reports98-101Further InformationPAGE 55

Notes to the Consolidated Financial StatementsReconciliation of weighted average number of shares used as the denominator:2010 2009Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 555,657,878 555,654,059Adjustments for calculation of diluted earnings per share:Options (refer note 25 for options on issue) 94,067 5,819Equity related contingent consideration - 2,527Performance rights 1 (refer note 25) 3,901,849 3,000,000Weighted average number of ordinary shares and potential ordinary shares used as the denominator incalculating diluted earnings per share 559,653,794 558,662,40512,850,000 performance rights were issued during the year – out of these 1,425,000 were considered dilutive as at 30 June 2010. Performancerights issued during 2005 and 2006 were considered to be dilutive as at 30 June 2010.Management adjustment itemsIncluded in the consolidated statement of comprehensive income are the following items that due to their nature, have been excluded from thecalculation of management adjustment earnings:Total$000 $000For the year ended 30 June 2010:Redundancy provisions (net of tax) (4,290)Marked to market adjustments – derivatives (net of tax) 821Intangible asset amortisation (net of tax) (22,622)Acquisition related costs (net of tax) (477)Restructuring provisions related to business combinations (net of tax)> Germany (139)> Australia 282> United Kingdom 10 153Net individually significant item expense (26,415)For the year ended 30 June 2009:Restructuring provisions related to business combinations (net of tax)> North America (120)> United Kingdom (2,403) (2,523)Profit on disposal of controlled entities 6,872VEM acquisition review (12,573)Redundancy costs (12,689)Marked to market adjustments – derivatives (net of tax) (940)Intangible asset amortisation (net of tax) (11,946)Net individually significant item expense (33,799)PAGE 56 Computershare Annual Report 2010

7. RECEIVABLES2010 2009$000 $000CurrentTrade receivables 188,605 190,471Less: Provision for doubtful debts (10,904) (9,045)Trade receivables, net 177,701 181,426Accrued revenue 54,173 56,348Other non-trade amounts 62,010 25,640293,884 263,414Non-CurrentForeign tax credits 3,657 2,788Other 704 1,2154,361 4,003Bad and doubtful trade receivablesTrade receivables are considered impaired where there is objective evidence that the Group will not be able to collect all amountsdue according to the original trade and other receivable terms. Terms of trade in relation to credit sales are on a weighted averageof 30 days from the date of invoice. Factors considered when determining if impairment exists include aging and timing of expectedreceipts and the credit worthiness of counterparties.The Group has recognised a loss of $4,358,625 (2009: $3,874,013) in respect of bad trade receivables during the year ended30 June 2010. The loss has been included in the direct and technology services expense lines in the statement of comprehensiveincome.The analysis of trade receivables for the consolidated entity that were past due but not impaired is as follows:Past due but not impaired2-15Overview16-38Governance39-93FinancialsNeither past duenor impairedLess than30 days overdueMore than 30 daysbut less than90 days overdueMore than90 days overdue Total$000 $000 $000 $000 $00030 June 2010 122,554 24,581 25,561 5,005 177,70130 June 2009 81,040 64,086 30,380 5,920 181,426All other receivables do not contain impaired assets and are not past due.2010 2009$000 $0008. AVAILABLE FOR SALE FINANCIAL ASSETS AT FAIR VALUECurrentListed equity securities 499 10,215Non-CurrentListed equity securities 4,946 5,683Unlisted equity securities 677 6195,623 6,3029. OTHER FINANCIAL ASSETSCurrentBroker client deposits (a) (note 17) 21,196 29,675Other 2,618 5,64223,814 35,317(a) An overseas entity is a licensed deposit taker. As at year end this controlled entity has accepted deposits in its own name, and recorded thesefunds as other financial assets together with a corresponding liability. The deposits are insured through a local regulatory authority.94-97Reports98-101Further InformationPAGE 57

Notes to the Consolidated Financial Statements10. INVENTORIES2010 2009$000 $000Raw materials and stores, at cost 4,400 4,321Work in progress, at cost 4,224 3,4548,624 7,77511. OTHER CURRENT ASSETSCurrentPrepayments 19,556 19,32519,556 19,32512. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHODNon-CurrentShares in associates (note 39) 17,773 14,205Interest in joint venture partnerships (note 40) 1,404 1,60119,177 15,806Building,freehold andleasehold atcost$000Plant andEquipmentowned andleased$000Fixtures andFittings$000MotorVehicles$000Leaseholdimprovementsat cost$000ConsolidatedLand at cost$000Total$00013. PROPERTY, PLANT AND EQUIPMENTAt 1 July 2009Opening net book amount 3,508 4,452 54,644 8,141 414 19,651 90,810Acquisition through controlledentities and businesses acquired - - - 20 - - 20Additions 19,301 42,885 24,669 650 197 1,955 89,657Disposals - - (176) (91) - - (267)Depreciation and amortisationcharge - (1,104) (27,099) (2,944) (171) (4,633) (35,951)Currency translation differences (333) 1,132 612 (15) (63) 312 1,645Transfers and other (1) (516) (1,015) 563 14 (3) (958)Closing net book amount 22,475 46,849 51,635 6,324 391 17,282 144,956Cost 22,475 52,034 204,058 30,422 1,357 35,861 346,207Accumulated depreciation - (5,185) (152,423) (24,098) (966) (18,579) (201,251)At 30 June 2010 22,475 46,849 51,635 6,324 391 17,282 144,956At 1 July 2008Opening net book amount 214 3,144 69,861 10,503 455 23,216 107,393Acquisition through controlledentities and businesses acquired - - 2,181 334 12 958 3,485Additions - 76 18,991 2,067 184 1,629 22,947Disposals - (5) (763) (82) - (52) (902)Depreciation and amortisationcharge - (597) (23,187) (3,235) (172) (5,179) (32,190)Currency translation differences 29 (431) (7,305) (1,221) (47) (862) (10,959)Transfers and other 3,265 2,265 (4,192) (225) (18) (59) 1,036Closing net book amount 3,508 4,452 54,644 8,141 414 19,651 90,810Cost 3,508 8,371 194,715 30,307 1,333 40,161 278,395Accumulated depreciation - (3,919) (140,071) (22,166) (919) (20,510) (187,585)At 30 June 2009 3,508 4,452 54,644 8,141 414 19,651 90,810PAGE 58 Computershare Annual Report 2010

14. TAX ASSETS2010 2009$000 $000Current tax assetsRefunds receivable 8,924 14,680Deferred tax assetsAttributable to carry forward tax losses 6,262 20,678Attributable to temporary differences 40,559 48,33246,821 69,010Movements during the year:Opening balance at 1 July 69,010 85,442Currency translation difference 922 (5,019)Credited/(charged) to profit or loss (note 4a) (10,610) (6,511)Credited/(charged) to equity (note 4c) 5,056 (711)Set off of deferred tax liabilities (note 19) (18,412) (6,058)Acquisitions of controlled entities 855 1,867Closing balance at 30 June 46,821 69,010The deferred tax assets balance comprises temporary differences attributable to:Tax losses 6,262 20,678Employee benefitsProperty, plant & equipmentDeferred revenueDoubtful debtsProvisionFinance leasesOther creditors & accrualsShare based remunerationOther6,7909,5301,8992,02730,2851,2898,7467,8643,4995,4776,8261,55562324,7231,57013,7635,1461,607Total deferred tax assets 78,191 81,968Set-off of deferred tax liabilities pursuant to set-off provisions (note 19) (31,370) (12,958)Net deferred tax assets 46,821 69,010The amount of deferred tax assets expected to be recovered after more than 12 months amounts to $41,809,245 (2009: $42,371,793).2-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationPAGE 59

Notes to the Consolidated Financial Statements15. DERIVATIVE FINANCIAL INSTRUMENTS2010 2009$000 $000Derivative assetsCurrent 17,726 3,879Non-Current 39,827 69,66857,553 73,547Derivative assets – Current and Non-CurrentFair values of interest rate derivatives designated as cash flow hedges (a) 24,820 52,229Fair values of interest rate derivatives designated as fair value hedges (b) 32,733 21,318Total derivative assets 57,553 73,547Derivative liabilitiesCurrent 7 -Non-Current 360 684367 684Derivative liabilities – Current and Non-CurrentFair values of interest rate derivatives designated as cash flow hedges (a) 182 -Fair values of interest rate derivatives for which hedge accounting has not been applied 185 684Total derivative liabilities 367 684(a) The gain or loss from remeasuring the designated cash flow hedging instruments at fair value is deferred in equity in the cash flow hedgereserve (note 24), to the extent that the hedge is effective, and reclassified into profit and loss when the hedged interest income is recognised.The ineffective portion is recognised in the profit or loss immediately. In the year ended 30 June 2010 gain before tax of $164,417 wastransferred to the profit or loss (2009: gain before tax of $178,621). From 1 July 2008, the time value of derivatives was excluded from cash flowhedge designation. A loss before tax of $567,639 was transferred to the statement of comprehensive income in the year ended30 June 2010 (2009: a loss before tax of $2,637,514).(b) The gain or loss from remeasuring the designated fair value hedging instruments at fair value is recognised immediately in the statement ofcomprehensive income. Refer to note 18 for further disclosure on the interest rate derivatives designated as fair value hedges.PAGE 60 Computershare Annual Report 2010

16. INTANGIBLE ASSETSAt 1 July 2009GoodwillCustomercontracts andrelationships Other Total$000 $000 $000 $000Opening net book amount 1,603,529 76,747 24,649 1,704,925Additions - 459 4,236 4,695Acquisitions of controlled entities 1 105,034 - - 105,034Other 2 (61,574) 21,948 37,537 (2,089)Amortisation charge 3 - (20,119) (15,586) (35,705)Currency translation difference (1,125) 1,503 (1,060) (682)Closing net book amount 1,645,864 80,538 49,776 1,776,178At 30 June 2010Cost 1,645,864 119,724 77,296 1,842,884Accumulated amortisation - (39,186) (27,520) (66,706)Net book amount 1,645,864 80,538 49,776 1,776,178At 1 July 2008Opening net book amount 1,420,187 29,221 31,149 1,480,557Additions 255 - - 255Acquisitions of controlled entities 1 338,226 - - 338,226Other 2 (60,295) 62,728 12,228 14,661Disposals (12,614) (322) (10,207) (23,143)Amortisation charge 3 - (11,649) (4,160) (15,809)Currency translation difference (82,230) (3,231) (4,361) (89,822)Closing net book amount 1,603,529 76,747 24,649 1,704,925At 30 June 2009Cost 1,603,529 96,398 36,809 1,736,736Accumulated amortisation - (19,651) (12,160) (31,811)Net book amount 1,603,529 76,747 24,649 1,704,9251The acquired goodwill can be attributable to the expected future cash flows of the business associated with the collective experience ofmanagement and staff, including ongoing customer relationships and synergies expected to be achieved as a result of the full integration into theComputershare Group.2Other relates to recognition of intangible assets related to business combinations and finalisation of acquisition accounting.2-15Overview16-38Governance39-93Financials94-97Reports3The amortisation charge is included within direct services expense in the statement of comprehensive income.No impairment losses have been recognised during the current period (2009: Nil).Where acquisitions have been made during the period, the Group has 12 months from acquisition date in which to finalise thenecessary accounting, including the calculation of goodwill. Until the expiry of the 12 month period provisional amounts have beenincluded in the consolidated results except for the acquisition of I-nvestor Holdings A/S and National City Bank TA business for whichacquisition accounting was finalised during the year ended 30 June 2010.There are no material contingent consideration arrangements in relation to the above acquisitions. Acquisition related costs are alsoimmaterial to the Group.In accordance with accounting policy the acquisition accounting for IML Netherlands B.V., Eventbookings Limited, Electronic DataFiling Inc, Kurtzman Carson Consultants LLC, MobiTED GmbH, National City Bank TA business and I-nvestor Holdings A/S businesscombinations has been finalised, with the recognition of intangible assets separately from goodwill of $59.5 million.Acquisition accounting requires that management makes estimates around the valuation of certain non monetary assets andliabilities within the acquired entities. The estimates have particular impact in terms of the valuation of provisions, tax relatedbalances and the recognition of contingent liabilities. To the extent that these items are subject to determination during the initial12 months after acquisition the variation to estimated value will be adjusted through goodwill. To the extent that determinationoccurs after 12 months any variation will impact profit or loss in the relevant period.98-101Further InformationPAGE 61

Notes to the Consolidated Financial StatementsImpairment test for goodwillGoodwill is allocated to the Group’s cash generating units (CGUs) as follows:2010 2009$000 $000CGUAustralia & New Zealand 168,492 160,675AsiaEMEAUnited StatesCanadaTechnology Services90,487349,889919,193117,7911288,474302,389944,506107,473121,645,864 1,603,529The recoverable amount of each CGU is determined based on a value in use calculation for each CGU to which goodwill has beenallocated. The value in use calculation uses the discounted cash flow methodology for each CGU based upon five years of cash flowsplus a terminal value.(a) Key assumptions used for value in use calculationsAssumptions have been used for the analysis of each CGU. Management determined budgeted EBITDA based on pastperformance and its expectations for the future. The weighted average growth rates used have been reviewed by managementand are consistent with prior periods. The discount rates used reflect risks relating to the relevant segments and the countriesin which they operate.Management has reviewed and changed the key assumptions used in the value in use calculations against current marketconditions.The following describes each key assumption on which management has based its value in use calculations for each CGU.a) Five year post tax cash flow projections, based upon management approved budgets covering a one year period, with thesubsequent periods based upon management expectations of growth excluding the impact of possible future acquisitions,business improvement capital expenditure and restructuring.b) Earnings growth rates applied beyond the initial five year period are as follows for each CGU in 2010: Australia and NewZealand 3% (2% in 2009), Asia 3% (2% in 2009), EMEA 3% (2% in 2009) and United States 3% (3% in 2009), Canada 3%(3% in 2009) and Technology Services 3% (not applicable in 2009).c) In performing the value-in-use calculations for each CGU, the Group has applied post-tax discount rates to discount theforecast future attributable post-tax cash flows. The equivalent pre-tax discount rates are as follows: Australia and New Zealand14.8% (13.9% in 2009), Asia 13.2% (13.9% in 2009), EMEA 10.6% (13.9% in 2009), United States 12.7% (13.9% in 2009),Canada 11.2% (13.9% in 2009) and Technology Services 10.5% (not applicable in 2009).(b) Impact of possible changes in key assumptionsManagement has considered changes in key assumptions that they believe to be reasonably possible. In all instances considered,the recoverable amount of the CGU exceeded its carrying amount.2010 2009$000 $00017. PAYABLESCurrentTrade payables – unsecured 17,331 20,275GST/VAT payable 18,320 16,093Employee entitlements (note 25) 12,335 11,636Broker client deposits (note 9) 21,196 29,675Other creditors and accruals 246,802 238,773Other payables 35,202 6,623351,186 323,075Non-CurrentOther payables 2,331 2,1792,331 2,179PAGE 62 Computershare Annual Report 2010

18. INTEREST BEARING LIABILITIES2010 2009$000 $000CurrentUSD Senior Notes (b) 50,000 -Lease Liability - secured (c) 4,243 11654,243 116Non-CurrentBank Loans 22 46Revolving multi-currency facility (a) 370,881 390,608USD Senior Notes (b) 536,104 575,125Lease liability - secured (c) 32,778 8,437939,785 974,216(a) The consolidated entity maintains a revolving syndicated facility signed on 27 May 2010. The facility has two tranches. The first tranche has afacility amount of $300,000,000 and matures on 27 May 2013 and the second tranche has a facility amount of $300,000,000 and matures on27 May 2014. This facility was drawn to United States dollar equivalent of $370,881,036 at 30 June 2010. The facility is subject to negativepledge undertakings and imposes certain covenants upon the consolidated entity.(b) On 22 March 2005 Computershare US General Partnership, a controlled entity of the consolidated entity, issued 52 notes in the United States.These notes were six, seven, ten and twelve years in tenor and were issued at fair value, with no premium or discount. Floating interest is paidon the six year note on a quarterly basis. Fixed interest is paid on the seven, ten and twelve year notes on a semi-annual basis. On 29 July 2008Computershare US General Partnership issued a further 26 notes in the Unites States. These notes were for a tenor of ten years for which fixedinterest is paid on a semi-annual basis. The consolidated entity uses interest rate derivatives to manage the fixed interest exposure that arises asa result of notes issued. The following table provides a reconciliation of the USD Senior Notes.2010 2009$000 $000USD Senior Notes reconciliationUSD Senior Notes at cost 553,500 553,500Fair value movement of hedged USD Senior Notes 1 32,604 21,625Total net debt 586,104 575,125Interest rate derivative (asset) – fair value hedge (note 15) (32,733) (21,318)Total 553,371 553,8071Hedged USD Senior notes were $348,500,000 as at 30 June 2010 (2009: $348,500,000).The gain or loss from remeasuring the hedging instruments (interest rate derivatives) at fair value is recognised immediately in thestatement of comprehensive income along with the change in fair value of the underlying hedged item (USD Senior Notes).The increase in the 2010 financial year in the USD Senior Notes liability reflects the valuation change due to reduced marketinterest rates at balance date for the term until maturity. This increase is offset by the asset representing the fair value ofinterest rate derivatives used to effectively convert the USD fixed interest rate notes to floating interest rates. The conversionto floating interest rate using derivatives provides a hedge against the Group’s USD margin income exposure to floatinginterest rates.2-15Overview16-38Governance39-93Financials94-97Reports(c)The lease liability is secured directly against the assets to which the leases relate (note 26b).98-101Further InformationPAGE 63

Notes to the Consolidated Financial Statements19. TAX LIABILITIES2010 2009$000 $000Current tax liabilitiesProvision for income tax 25,480 28,277Deferred tax liabilitiesProvision for deferred income tax on temporary differences 106,108 105,989Movements during the year:Opening balance at 1 July 105,989 68,158Currency translation difference 760 (3,109)Charged/(credited) to profit or loss (note 4a) 13,640 9,424Charged/(credited) to equity (note 4c) (8,079) 15,275Set off of deferred tax assets (note 14) (18,412) (6,058)Arising from acquisitions 12,210 22,299Closing balance at 30 June 106,108 105,989The deferred tax liabilities balance comprise temporary differences attributable to:Property, plant & equipmentGoodwillIntangible assetsPrepaymentsCash flow and fair value hedgesUnrealised foreign exchange gains/(losses)Other1,58188,87428,0695717,58710,79062,43075,33420,52554315,6963,857562Total deferred tax liabilities 137,478 118,947Set-off of deferred tax liabilities pursuant to set-off provisions (note 14) (31,370) (12,958)Net deferred tax liabilities 106,108 105,989The amount of deferred tax liabilities expected to be settled after more than 12 months amounts to $126,655,951 (2009: $114,046,950).2010 2009$000 $00020. PROVISIONSCurrentFuture services 691 883Restructuring 24,329 21,633Provisions arising from continuing operations 7,451 8,792Other 13,780 13,47346,251 44,781Non-CurrentEmployee entitlements (note 25) 13,814 12,646Restructuring 22,061 32,21435,875 44,860PAGE 64 Computershare Annual Report 2010

Movements in each class of current provision during the financial year, other than employee entitlements, are set out below.Provisionsarising fromFutureservices Restructuringcontinuingoperations Other Total$000 $000 $000 $000 $000Carrying amount at start of year 883 21,633 8,792 13,473 44,781Additional provisions recognised through profitand loss 1,543 13,525 1,995 19,830 36,893Payments/other sacrifices of economic benefits - (13,525) (620) (783) (14,928)Other transfers - 5,708 - (2,800) 2,908Reversals (1,653) (2,729) (2,716) (14,828) (21,926)Exchange rate impacts on opening balance (82) (283) - (1,112) (1,477)Carrying amount at end of year 691 24,329 7,451 13,780 46,251Movements in each class of non-current provision during the financial year, other than employee entitlements, are set out below.Restructuring$000Carrying amount at start of year 32,214Additional provisions recognised 108Payments/other sacrifices of economic benefits (130)Other transfers and reversals (10,138)Exchange rate impacts on opening balance 7Carrying amount at end of year 22,06121. DEFERRED CONSIDERATION2010 2009$000 $000CurrentDeferred settlement on acquisition of entities 20,180 18,686Non-CurrentDeferred settlement on acquisition of entities (a) 26,967 45,606(a)Non-current deferred settlement on acquisition of entities is payable between one and five years.22. OTHER LIABILITIESNon-CurrentLease inducements (a) 8,730 7,900(a) Lease inducements represent cash payments received as an allowance for leasehold improvements made to thepremises. This receipt is being accounted for as a reduction in the rental expenses over the term of the lease.2-15Overview16-38Governance39-93Financials94-97Reports23. CONTRIBUTED EQUITYOrdinary shares 29,943 29,888Movements in ordinary shares for the last two yearsOpening balance: 555,654,059 ordinary shares(1 July 2008: 555,654,059) 29,888 31,689Date Number of shares Price per shareIssued as part of consideration on acquisition:February 2010 10,000 $5.47 (AUD6.15) 55 -Reclassification to reserves - (1,801)Closing balance: 555,664,059 ordinary shares (fully paid) (30 June 2009: 555,654,059) 29,943 29,888There are no restrictions on ordinary shares.98-101Further InformationPAGE 65

Notes to the Consolidated Financial StatementsShare buy-backThe consolidated entity had no on-market buy back in operation during the year ended 30 June 2010 (2009: nil).Employee share plans and optionsRefer to note 25 for employee and executive share plan details. There are no shares reserved for issuance under options.2010 2009$000 $00024. RESERVESCapital redemption reserve 2 2Foreign currency translation reserve 22,735 23,533Cash flow hedge reserve 14,631 37,300Share based payments reserve 63,326 43,466Equity related consideration (1,101) (1,808)Available for sale asset reserve 91 (2,700)Transactions with non–controlling interests (4,876) -94,808 99,793Movements during the year:Foreign currency translation reserveOpening balance 23,533 73,868Translation of controlled entities (798) (50,335)Closing balance 22,735 23,533Cash flow hedge reserveOpening balance 37,300 13,986Revaluation - gross (29,550) 38,390Deferred tax 6,881 (15,076)Closing balance 14,631 37,300Share based payments reserveOpening balance 43,466 40,090Reclassification from share capital - 416Cash purchase of shares for employee share plan (5,265) (7,878)Share based payments expense 25,125 10,838Closing balance 63,326 43,466Equity related contingent consideration reserveOpening balance (1,808) (2,099)Reclassification from share capital - 1,385Acquisition related consideration 2,506 (1,094)Cash purchase shares (1,799) -Closing balance (1,101) (1,808)Available for sale asset reserveOpening balance (2,700) 590Revaluation – gross 224 (3,193)Transfer to statement of comprehensive income 2,567 -Deferred tax - (97)Closing balance 91 (2,700)Transactions with non-controlling interestsOpening balance - -Transactions with non-controlling interests (2,809) -Transfer from non-controlling interests (2,067) -Closing balance (4,876) -PAGE 66 Computershare Annual Report 2010

Nature and purpose of reservesi. Foreign currency translation reserveii.iii.iv.Exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency translationreserve, as described in note 1. This amount is the net of gains and losses on hedge transactions and intercompany loans afteradjusting for related income tax effects. The reserve is recognised in the profit or loss when the net investment is disposed of.Cash flow hedge reserveThe hedging reserve is used to record gains and losses on a hedging instrument in a cash flow hedge that are recogniseddirectly in other comprehensive income, as described in note 1.Share based payments reserveThe share based payments reserve is used to recognise the fair value of shares which will vest to employees under employeeand executive share plans. This reserve is also used to record cash purchase of shares for employee share plans.Equity related contingent consideration reserveThis reserve is used to reflect deferred consideration for acquisitions which is payable through the issue of parent entity equityinstruments.v. Available for sale asset reservevi.Changes in fair value of investments, such as equities, classified as available for sale financial assets after adjusting for relatedincome tax effects are taken to this reserve in accordance with note 1.Transactions with non-controlling interestsThis reserve is used to record the differences which may arise as a result of transactions with non-controlling interests that donot result in a loss of control.25. EMPLOYEE AND EXECUTIVE BENEFITS(a) Share plansExempt Employee Share PlanDuring the year ended 30 June 2001 the Group introduced an Exempt Employee Share Plan. The Plan gives Computershareemployees the opportunity to acquire shares in Computershare Limited. Each year, participating employees can make contributionsfrom their pre-tax salary to acquire AUD 500 worth of shares. Such employee contributions are matched by the Group with anadditional AUD 500 worth of shares being acquired for each participating employee. All permanent employees in Australia with atleast 3 months service and employed at the allocation date are entitled to participate in this Plan.Deferred Employee Share PlanDuring the year ended 30 June 2002 a Deferred Employee Share Plan was established to enable Computershare to match dollar fordollar any employee pre-tax contributions to a maximum of AUD 3,000 per employee. Shares purchased and funded by employee’spre-tax salary must remain in the plan for a minimum of 1 year. Matching shares funded by the Group must be kept in the plan fora minimum of 2 years or they will be forfeited. All permanent employees in Australia with at least 3 months service and employedat the allocation date are entitled to participate in this Plan. A derivative of this Plan and the Exempt Employee Share Plan has beenmade available to employees in New Zealand, Hong Kong, the United Kingdom, Ireland, Germany, Canada, South Africa and theUnited States of America.Subject to the discretion of the Board, shares in the parent entity may also be allocated to selected employees in accordance withan employee share plan on a discretionary basis having regard to special circumstances as determined by the RemunerationCommittee. Such shares may be subject to vesting and performance criteria as determined by the Board or the RemunerationCommittee.Long Term Incentive PlanThe Group also provides long term share based awards to key management personnel and other employees on a discretionarybasis. Recipients of long term share based awards must complete specified periods of service as a minimum before any shareawards under the long term incentive plan become unconditional.2-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationPAGE 67

Notes to the Consolidated Financial StatementsOrdinary sharesNumber of employee shares held 2010 2009Opening balance 9,725,062 8,816,359Shares purchased on market 1,187,346 3,046,600Forfeited shares reissued 357,898 369,171Shares forfeited (229,334) (146,868)Shares withdrawn (2,104,978) (2,360,200)Closing balance 8,935,994 9,725,062Fair value of shares granted through the employee share plan ($000s)* 12,683 21,771* Weighted average fair value of shares is determined by the closing price at the end of the day’s trading on the Australian StockExchange on the allocation date.(b) Performance rightsThe original Deferred Long Term Incentive (DLI) Plan was approved at the Annual General Meeting held on 9 November 2005. TheDLI Plan is offered to eligible key management personnel and senior managers in the Group to recognise their ongoing ability andexpected efforts and contribution to the performance and success of the Group. The total number of rights approved for issue was10.0 million, of which 2.75 million were granted on 20 December 2005 and 1.1 million were granted on 13 November 2006. Fromthe December 2005 DLI grant 1.9 million performance rights remain on issue and all performance rights from the November 2006grant remain on issue as at the end of the current financial year.The Board introduced a second DLI Plan in November 2009 for a select number of senior managers in the Group, including theChief Executive Officer. An award of 2.85 million performance rights was made under the Plan. The Plan was approved by theshareholders at the 2009 Annual General Meeting on 12 November 2009. Please refer to the 2009 Notice of Annual GeneralMeeting for further details.Performance rights are granted for no consideration and carry no dividend or voting rights. Under the DLI Plans, each performanceright carries an entitlement to one fully paid ordinary share in Computershare Limited subject to satisfaction of performancehurdles and/or continued employment.The assessed fair value of performance rights granted to key management personnel as remuneration is allocated equally overthe period from grant date to vesting date. Fair values at grant date are independently determined using the Black Scholes optionpricing model.The fair value of the performance rights granted on 12 November 2009 is estimated at $8.70 (AUD 9.90). The inputs used in thevaluation model are as follows:Exercise price ($)NilShare price at grant date ($) 9.62 (AUD 10.95)Expected dividend yield (%) 2.01Expected price volatility of share price (%)* 25Risk free interest rate (%) 6.03Expected life (years) 5.9*The expected volatility is based on the historic volatility of the Group’s share price.Set out below are summaries of performance rights granted under the plan:YearBalance atbeginning ofthe yearVested duringthe yearForfeited duringthe yearGranted duringthe yearBalance at endof the yearExercisable atend of the year2010 3,000,000 - - 2,850,000 5,850,000 -2009 3,600,000 - (600,000) - 3,000,000 -No performance rights expired during the period covered by the above table. 1.9 million performance rights from the December2005 DLI issue will vest at the date of the Group auditor’s opinion on this financial report.PAGE 68 Computershare Annual Report 2010

(c) Options over ordinary sharesEmployee optionsThe Group offers options over Computershare’s ordinary shares to eligible employees at the absolute discretion of the Board.Options are generally exercisable three years after the date granted or earlier in the case of special circumstances such as theemployee’s death or retirement. The exercise price of options is based on the market value of the shares at the time of grant. Onexercise, each option carries an entitlement to one fully paid ordinary share. Options granted carry no dividend or voting rights.Set out below is a summary of options outstanding at the end of the year:YearBalance atbeginning ofthe yearVested duringthe yearForfeited duringthe yearGranted duringthe yearBalance at endof the yearExercisable atend of the year2010 366,667 - - 75,000 441,667 -2009 200,000 - - 166,667 366,667 -On 1 October 2009, 50,000 employee options were issued which are exercisable between 1 October 2012 and 30 September 2015and have a fair value of $2.96 (AUD 3.37) per option.On 4 June 2010, 25,000 employee options were issued. These options are exercisable between 3 June 2013 and 3 May 2016 andhave a fair value of $2.82 (AUD 3.21) per option.No employee options have been issued since year end.Options are valued using Black Scholes model and are granted for no consideration. The valuation inputs for the options grantedduring the current year include:Options issued1 October 2009Options issued4 June 2010Exercise price $9.08 (AUD 10.34) 9.57 (AUD 10.89)Share price at grant date $9.58 (AUD 10.90) 9.97 (AUD 11.35)Expected dividend yield (%) 2.01 2.40Expected price volatility of share price (%)* 25 25Risk free interest rate (%) 5.83 5.50Expected option life (years) 5.9 5.9*The expected volatility is based on the historic volatility of the Group’s share price.2-15Overview16-38Governance39-93Financials(d) Employee benefits recognised2010 2009$000 $000Performance rights expense 8,213 2,190Share plan and options expense 13,740 13,898Aggregate employee entitlement liability (note 17 and note 20) 26,149 24,28248,102 40,37094-97Reports26. COMMITMENTS(a) Superannuation commitmentsDefined Contribution FundsThe Group maintains defined contribution superannuation schemes which provide benefits to all employees upon their disability,retirement or death. Employee contributions to the funds are based upon various percentages of employees’ gross salaries as setout below:Australian controlled entities contribute to the defined contribution funds as follows:Category 1 Management (employer contributions, voluntary employee contributions of at least 1%)Category 2 Staff (statutory employer contributions of 9%, voluntary employee contributions)Category 3 SGC Staff and casual and fixed term employees (statutory employer contributions, voluntary employee contributions)98-101Further InformationPAGE 69

Notes to the Consolidated Financial StatementsForeign controlled entities contribute to the defined contribution funds as follows:United Kingdom entities – between 7% and 10% of employees gross salariesUnited States entities – voluntary employee contributions with matching employer contribution up to 4% of employees base salariesCanadian entities – between 2% and 7% of employees base salaries dependent upon years of serviceSouth African entities – 12.25% of employees gross salariesNew Zealand entities – voluntary employee contributions with matching employer contribution up to 6% of employees’ base salariesHong Kong entities – between 5% and 20% of employees’ base salary dependent upon years of serviceIndian entity – 12% of employees gross salariesDefined Benefit Funds1) Karvy Computershare Private Limited maintained a defined benefit superannuation scheme which provides benefits to 2,473employees (30 June 2009: 2,356). Actuarial valuation of the scheme is provided by the Life Insurance Corporation, whichmaintains the fund. The net asset is not material to the Group.2) Computershare GmbH Private Limited maintained a defined benefit scheme which provides benefits to 33 employees(30 June 2009: 37) An actuarial assessment of the scheme was completed as at 30 June 2010 and defined benefit plan liabilityrecognised in accordance with the actuarial valuation. The net liability is not material to the Group.2010 2009$000 $000(b) Finance lease commitmentsCommitments in relation to finance leases are payable as follows:Not later than 1 year 6,693 473Later than 1 year but not later than 5 years 41,494 8,782Minimum lease payments 48,187 9,255Less: Future finance chargesNot later than 1 year (2,450) (357)Later than 1 year but not later than 5 years (8,716) (345)Total future finance charges (11,166) (702)Net finance lease liability 37,021 8,553Reconciled to:Current liability (note 18) 4,243 116Non-current liability (note 18) 32,778 8,43737,021 8,553(c) Operating lease commitmentsCommitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows:Not later than 1 year 37,149 44,833Later than 1 year but not later than 5 years 102,067 112,799Later than 5 years 53,195 70,092192,411 227,724The Group leases various offices and warehouses under non-cancellable operating leases expiring up to 15 years. The leases havevarying terms, escalation clauses and renewal rights. Where the leases have fixed escalation clauses, the operating lease is expensedon a straight line basis.Operating leases are entered into as a means of acquiring access to office facilities. Rental payments are generally fixed, but withinflation and/or market escalation clauses on which contingent rentals are determined. Operating lease commitments in respectof the rental of various premises are subject to market review at various intervals. Certain leases include an option to renew. Nooperating leases contain restrictions on financing or other leasing activities.PAGE 70 Computershare Annual Report 2010

27. DETAILS OF CONTROLLED ENTITIESThe financial year of all controlled entities is 30 June except for Computershare Canada Inc and its controlled entities,Computershare Hong Kong Investor Services Limited and its controlled entities, National Registry Company and KarvyComputershare Pty Limited due to local statutory reporting requirements. These entities prepare results on a 30 June year endbasis for consolidation purposes. Voting power is in accordance with the ownership interest held.The consolidated financial statements as at 30 June 2010 include the following controlled entities:Percentage of shares heldName of controlled entityPlace of incorporation2010%2009%Computershare Limited Australia (2) - -ACN 080 903 957 Pty Ltd Australia (2) 100 100CDS International Limited Australia (2) 100 100Computershare Communication Services Limited Australia (2) 100 100Global eDelivery Group Pty Ltd Australia 100 100Computershare Communication Services (WA) Pty Ltd Australia 100 100Computershare Communication Services (NSW) Pty Ltd Australia 100 100Communication Services Australia Limited Australia (2) 100 100QM Industries (NSW) Pty Ltd Australia 100 100ACN 081 035 752 Pty Ltd Australia (2) 100 100Georgeson Shareholder Communications Australia Pty Ltd Australia 100 100Source One Communications Australia Pty Ltd Australia 100 100Computershare Finance Company Pty Ltd Australia (2) 100 100Financial Markets Software Consultants Pty Ltd Australia 100 100Computershare Analytics Pty Ltd Australia 100 100Obadele Pty Ltd Australia (2) 100 100Computershare Clearing Pty Ltd Australia 100 100Computershare Depositary Pty Ltd Australia 100 100Computershare Technology Services Pty Ltd Australia (2) 100 100Registrars Holdings Pty Ltd Australia (2) 100 100Computershare Investor Services Pty Ltd Australia (2) 100 100CRS Custodian Pty Ltd Australia 100 100Computershare Plan Managers Pty Ltd Australia 100 100Computershare Plan Co Pty Ltd Australia 100 100CPU Share Plans Pty Ltd Australia 100 100CIS Debt Securities Pty Ltd Australia 100 100Computershare Fund Services Pty Ltd Australia 100 100IML Interactive Pty Ltd Australia 100 100Sepon (Australia) Pty Ltd Australia 100 100Pepper Global Pty Ltd Australia 100 100Pepper Austria GmbH Austria 100 100GS Proxylatina S.A. Argentina 100 100Four Points BVBA Belgium 100 100Georgeson Shareholder Communications Canada Inc. Canada (1) 100 100GSC Shareholder Services Inc. Canada (1) 100 100Computershare Canada Inc Canada (1) 100 100Computershare Trust Company of Canada Canada (1) 100 100Computershare Services Canada Inc Canada (1) 100 100Computershare Technology Services Inc Canada (1)(4) 100 -Pacific Corporate Filing Services Limited Canada (1) 100 100Computershare Investor Services Inc Canada (1) 100 100Computershare Finance LLCElectronic Data Filing Inc.CanadaCanada(1)(1)1001001001002-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationPAGE 71

Notes to the Consolidated Financial StatementsName of controlled entityPlace of incorporationPercentage of shares heldVincent – Junes Holdings Company Ltd Canada (1) 100 1004446732 Canada Inc Canada (1) 100 100Computershare Governance Services Canada (1) 100 100Computershare International Information Consultancy Services China (1) 100 100(Beijing) Pty LtdI-nvestor Holdings Denmark (1)(4) 100 -Computershare A/S Denmark (1)(4) 100 -Georgeson Shareholder (France) France 100 100Computershare Document Services GmbH Germany (1) 100 100Computershare HV Services AG Germany (1) 100 100Computershare Pepper GmbH Germany (1) 100 100Computershare Governance Services GmbH Germany (1) 100 100Computershare Verwaltungs GmbH Germany (1) 100 100Computershare Deutschland GmbH & Co. KG Germany (1) 100 100VEM Aktienbank AG Germany (1) 100 96.59Am Schonberg GmbH Germany (1) 100 91.18MobiTED GmbH Germany (1) 100 100Computershare Hong Kong Investor Services Limited Hong Kong (1) 100 100Hong Kong Registrars Limited Hong Kong (1) 100 100Computershare Asia Limited Hong Kong (1) 100 100IML Asia Hong Kong (1) 100 100Karvy Computershare Private Limited India (3) 50 50Computershare Investor Services (Ireland) Ltd Ireland (1) 100 100Computershare Trustees (Ireland) Ltd Ireland (1) 100 100Computershare Governance Services Ireland (1) 100 100Secretarial Internet Solutions Ltd Ireland (1) 100 100Datacare Computershare Ltd Ireland (1) 100 100Proxitalia s.r.l. Italy 100 100Georgeson s.r.l. Italy 100 100IML Netherlands B.V. Netherlands 100 100Computershare Systems (N.Z.) Ltd New Zealand (1) 100 100Computershare Investor Services Limited New Zealand (1) 100 100Computershare Services Ltd New Zealand (1) 100 100CRS Nominees Ltd New Zealand (1) 100 100Sharemart NZ Limited New Zealand (1) 100 100The National Registry Company Russia (1) 79.88 79.88The National Clearing Company Russia (1) 79.88 79.88Computershare Russia LLC Russia (1)(4) 100 -Pepper Technologies PTE.Ltd Singapore 100 100Computershare South Africa (Pty) Ltd South Africa (1) 73.98 62.16Computershare Ltd South Africa (1) 73.98 62.16Computershare Nominees (Pty) Ltd South Africa (1) 73.98 62.16Computershare Outsourcing Limited South Africa (1) 73.98 62.16Minu Investment Managers Ltd South Africa (1) 73.98 62.16Computershare Investor Services Limited South Africa (1) 73.98 62.16Computershare Management Services (Pty) Ltd South Africa (1) 73.98 62.16Computershare Plan Managers (Pty) Ltd South Africa (1) 73.98 62.16Computershare CSDP Nominees (Pty) Ltd South Africa (1) 73.98 62.16Computershare Custodial Nominees (Pty) Ltd South Africa (1) 73.98 62.16Computershare Shareholders Nominee (Pty) Ltd South Africa (1) 73.98 62.16Computershare Analytics (Pty) Ltd South Africa (1) 73.98 62.162010%2009%PAGE 72 Computershare Annual Report 2010

Name of controlled entityPlace of incorporationPercentage of shares heldComputershare Investor Services (Pty) Ltd South Africa (1) 73.98 62.16Computershare Nominee Accounts (Pty) Ltd South Africa (1) 73.98 62.16Georgeson Shareholder Communications South Africa Pty Ltd South Africa (1) 100 100GSC Registrars (Pty) Ltd South Africa (1) 100 100GS Nominees (Pty) Ltd South Africa (1) 100 100IML Interactive Pty Ltd South Africa (1) 100 100CIS Company Secretaries (Pty) Ltd South Africa (1)(4) 73.98 -Georgeson S.I Spain 100 100Computershare A/B Sweden (1)(4) 100 -Computershare Limited (Dubai) United Arab Emirates 100 100Michael Software Systems Ltd United Kingdom (1)(5) - 100Computershare Governance Services UK Limited United Kingdom (1) 100 100Computershare Investments (UK) (No.2) Limited United Kingdom (1) 100 100Computershare Limited United Kingdom (1) 100 100Computershare Company Secretarial Services Limited United Kingdom (1) 100 100Computershare Investments (UK) Limited United Kingdom (1) 100 100Computershare Pepper SRM Ltd United Kingdom (1) 100 100Flag Communication Limited United Kingdom (1) 100 100Computershare Technology Services (UK) Ltd United Kingdom (1) 100 100Shareholder Investments Research Ltd (UK) United Kingdom (1) 100 100Computershare Trustees Limited United Kingdom (1) 100 100Computershare Registry Services Limited United Kingdom (1) 100 100Computershare Investor Services PLC United Kingdom (1) 100 100Georgeson Shareholder Communications Ltd (UK) United Kingdom (1) 100 100Computershare Investments (UK) (No.3) Limited United Kingdom (1) 100 100Interactive Meetings Ltd United Kingdom (1) 100 100IML Ltd United Kingdom (1) 100 100Computershare Investments (UK) (No.4) Limited United Kingdom (1) 100 100NRC Investments Ltd United Kingdom (1) 100 100Computershare Investments (UK) (No.5) Limited United Kingdom (1) 100 100Computershare Russia Ltd United Kingdom (1) 100 100Legotla Investments Ltd United Kingdom (1) 100 100Computershare Company Nominees Limited United Kingdom (1) 100 100Computershare PEP Nominees Limited United Kingdom (1) 100 100Computershare Services Nominees Limited United Kingdom (1) 100 100Computershare Offshore Services Limited United Kingdom (1)(4) 100 -Computershare Investor Services Limited (Channel Islands) United Kingdom (1)(4) 100 50Computershare Investor Services Limited (British Virgin Islands) United Kingdom (1)(4) 100 -Computershare Investor Services Limited (Cayman Islands) United Kingdom (1)(4) 100 -Computershare Trustees (CI) Limited (Jersey) United Kingdom (1)(4) 100 50Computershare Nominees (CI) Limted (Jersey) United Kingdom (1)(4) 100 50Computershare Investor Services Limted (Guernsey) United Kingdom (1)(4) 100 -Computershare Investor Services Limited (Isle of Mann)Computershare Investor Services Limited (Bermuda)Computershare Company Secretarial Services Limited (Jersey)United KingdomUnited KingdomUnited Kingdom(1)(4)(1)(4)(1)(4)100100100---EES Corporate Trustees Limited United Kingdom (1)(4) 100 -EES Trustees International Limted (Jersey) United Kingdom (1)(4) 100 -EES Services (UK) Limited United Kingdom (1)(4) 100 -EES Trustees (UK) Limited United Kingdom (1)(4) 100 -EES Capital Trustees (UK) Limited United Kingdom (1)(4) 100 -EES Nominees International Limited (Jersey) United Kingdom (1)(4) 100 -2010%2009%2-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationPAGE 73

Notes to the Consolidated Financial StatementsName of controlled entityPlace of incorporationPercentage of shares heldComputershare Funds Services Limited (Jersey) United Kingdom (1)(4) 100 -Computershare Electoral Management Services Ltd United Kingdom (1) 100 100Strand Enterprises LtdPathbolds LimitedComputershare Voucher Services LimitedBusy Bees Fradley Park LimitedUnited KingdomUnited KingdomUnited KingdomUnited Kingdom(1)(1)(1)(1)100100100100100100100100Computershare Investments (UK) (No.6) LimitedComputershare Investments (UK) (No.7) LimitedComputershare Governance ServicesUnited KingdomUnited KingdomUnited States of America(1)(4)(1)(4)(1)100100100--100Georgeson International Inc. United States of America (1) 100 100Computershare US United States of America (1) 100 100Georgeson Inc. United States of America (1) 100 100Georgeson Securities Corporation United States of America (1) 100 100Computershare US Services Inc. United States of America (1) 100 100Computershare Technology Services, Inc. United States of America (1) 100 100Computershare Trust Company, N.A. United States of America (1) 100 100Computershare Financial Services, Inc. United States of America (1) 100 100Computershare Investor Services, LLC United States of America (1) 100 100Georgeson Shareholder Analytics, Inc. United States of America (1) 100 100Computershare Communication Services, Inc. United States of America (1) 100 100Computershare Securities Corporation United States of America (1) 100 100Computershare Inc. United States of America (1) 100 100Computershare Pepper NA Inc. United States of America (1) 100 100Administar Services Group LLC United States of America (1) 100 100Computershare Executive Services Inc. United States of America (1) 100 100Alpine Fiduciary Services Inc. United States of America (1) 100 100Computershare West Inc. United States of America (1) 100 100Kurtzman Carson Consultants LLC United States of America (1) 100 100(1) Controlled entities audited by other PricewaterhouseCoopers member firms.(2) These wholly owned companies have entered into a deed of cross guarantee dated 26 June 2008 with Computershare Limited which providesthat all parties to the deed will guarantee to each creditor payment in full of any debt of each company participating in the deed on winding-upof that company. As a result of a Class Order 98/1418 (as amended) issued by the Australian Securities and Investments Commission, thesecompanies are relieved from the requirement to prepare financial statements.(3) These companies are controlled entities as Computershare Limited has the capacity to control the casting of a majority of the votes cast at ameeting of the board of directors, or the capacity to dominate decision making in relation to the financial and operating policies.(4) These companies became controlled entities during the year ended 30 June 2010.(5) These companies ceased to be controlled entities during the year ended 30 June 2010.2010%2009%PAGE 74 Computershare Annual Report 2010

28. BUSINESS COMBINATIONSThe Group continues to seek acquisition and other growth opportunities where value can be added and returns enhanced for theshareholders.The following controlled entities and businesses were acquired by the consolidated entity at the date stated and their operatingresults have been included in profit or loss from the relevant date.a) On 28 January 2010, Computershare acquired 100% of HBOS Employee Equity Solutions based in the UK.This business combination did not contribute materially to total revenue or net profit of the Group.Details of the acquisition are as follows:$000Cash considerationContingent consideration71,487-Total consideration paid 71,487Less fair value of identifiable net assets acquired (6,975)Goodwill on consolidation* 64,5122-15Overview16-38Governance* Identifiable intangible assets are to be finalised and separately recognised.The assets and liabilities arising from this acquisition are as follows:Acquiree’scarrying amount$000Fair Value$000Cash 8,816 8,816Receivables 6,552 6,552Property, plant and equipment 20 20Tax assets 724 724Other assets 896 896PayablesTax provision(2,649)(982)(2,649)(982)Other liabilities (6,402) (6,402)Net assets 6,975 6,975Purchase consideration $000Outflow of cash to acquire the entities, net of cash acquired:Cash paid 71,487Less cash balance acquired (8,816)Net outflow of cash 62,671b) During the year, Computershare acquired 100% of I-nvestor Holdings A/S based in Denmark, the transfer agent businesses ofNational City Bank and Rosenthal & Company LLC based in the US.These business combinations did not contribute materially to total revenue or net profit of the Group.Details of the acquisitions are as follows:$000Cash consideration 30,846Contingent consideration 2,665Total consideration paid 33,511Less fair value of identifiable net assets acquired (9,006)Goodwill on consolidation* 24,505* Identifiable intangible assets for the acquisition of Rosenthal & Company LLC to be finalised and separately recognised.39-93Financials94-97Reports98-101Further InformationPAGE 75

Notes to the Consolidated Financial StatementsThe assets and liabilities arising from these acquisitions are as follows:Acquiree’s carrying amount$000Fair Value$000Cash 3,245 3,245Receivables 425 425Tax assets 131 131Intangible assets 483 6,301Payables (730) (730)Tax Provision (366) (366)Net assets 3,188 9,006Purchase consideration $000Outflow of cash to acquire the entities, net of cash acquired:Cash paid 33,511Less cash balance acquired (3,245)Net outflow of cash 30,266PAGE 76 Computershare Annual Report 2010

29. DEED OF CROSS GUARANTEESet out below is a consolidated statement of comprehensive income, a consolidated statement of financial position and a summaryof movements in consolidated retained earnings of the Australian Closed Group for the year ended 30 June 2010 for all entities thatare parties to a deed of cross guarantee (refer to note 27).2-15OverviewComputershare Limited Closed GroupStatement of financial positionCurrent AssetsCash and cash equivalents 8,067 6,805Receivables 84,823 237,905Inventories 1,056 1,043Other Financial Assets - 9,939Other 3,912 3,177Derivatives 15,351 65,325Total Current Assets 113,209 324,194Non-Current AssetsReceivables 384 98Other financial assets 1,087,567 1,073,294Property, plant and equipment 51,909 22,884Deferred tax assets 25,380 18,077Intangibles 149,291 144,159Derivatives 39,825 -Other 910 905Total Non-Current Assets 1,355,266 1,259,417Total Assets 1,468,475 1,583,611Current LiabilitiesPayables 68,592 48,149Lease liabilities 2,356 802Current tax liabilities 15,450 12,677Provisions 4,432 4,801Derivatives 7 -Total Current Liabilities 90,837 66,429Non-Current LiabilitiesPayables 152,849 167,544Interest bearing liabilities 28,460 285,608Lease liabilities 32,682 5,431Deferred tax liabilities 36,103 35,617Provisions 9,638 8,656Derivatives 180 -Other liabilities 1,065 430Total Non-Current Liabilities 260,977 503,286Total Liabilities 351,814 569,715Net Assets 1,116,661 1,013,896EquityContributed equity – ordinary shares 152,622 152,387Reserves 234,036 184,221Retained profits 730,003 677,288Total Equity 1,116,661 1,013,8962010$0002009$00016-38Governance39-93Financials94-97Reports98-101Further InformationPAGE 77

Notes to the Consolidated Financial StatementsComputershare Limited Closed GroupStatement of comprehensive incomeRevenues from continuing operationsSales revenue 327,691 284,015Other revenues 123,922 352,500Total revenue 451,613 636,515Other income 50,330 75,104ExpensesDirect services 184,832 163,002Technology services 57,147 56,453Corporate services 32,667 21,253Finance costs 9,787 51,533Total expenses 284,433 292,241Share of net profit/(loss) of associates and joint ventures accounted for using the equity method 985 329Profit before income tax expense 218,495 419,707Income tax (expense)/benefit (33,157) (26,701)Profit for the year 185,338 393,006Other comprehensive incomeAvailable-for-sale financial assets 2,552 (2,231)Exchange differences on translation of foreign operations 39,694 (89,363)Other comprehensive income for the year, net of tax 42,246 (91,594)Total comprehensive income for the year 227,584 301,412Set out below is a summary of movements in consolidated retained profits for the year of the Closed Group.Retained profits at the beginning of the financial year 677,288 376,930Profit after income tax expense/benefit 185,338 393,006Dividends provided or paid (132,623) (92,648)Retained profits at the end of the financial year 730,003 677,28830. KEY MANAGEMENT PERSONNEL DISCLOSURES(a) Key management personnel compensation2010 2009$ $Short term employee benefits 7,708,929 4,786,361Other long term benefits 135,508 26,543Post employment benefits 225,217 119,373Share based payments 8,303,056 1,581,830Other 13,538 18,41016,386,248 6,532,517For detailed remuneration disclosures please refer to section A to E of the Remuneration Report on pages 28 to 36.(b) Option holdings of key management personnelNo options have been issued to key management personnel in the year ended 30 June 2010. Set out below is a summary of optionsas of 30 June 2010:Balance atbeginning ofthe yearNumber grantedduring the yearNumber vestedduring the yearNumber forfeitedduring the yearBalance atend of year2010$0002009$000Exercisableat the end ofthe yearPA Barker 166,667 - - - 166,667 -PAGE 78 Computershare Annual Report 2010

(c) Performance rightsSet out below is a summary of performance rights held by key management personnel as of 30 June 2010:Balance atbeginning of theyearNumber grantedduring the yearNumber vestedduring the yearNumber forfeitedduring the yearBalance atend of yearExercisableat the end ofthe yearWS Crosby 1,500,000 450,000 - - 1,950,000 -PA Barker - 150,000 - - 150,000 -PA Conn 300,000 250,000 - - 550,000 -MB Davis - 350,000 - - 350,000 -S Irving 100,000 350,000 - - 450,000 -W Newling 100,000 200,000 - - 300,000 -SR Rothbloom 1,000,000 300,000 - - 1,300,000 -JLW Wong - 200,000 - - 200,000 -(d) Share holdings of key management personnelThe number of ordinary shares in Computershare Limited held during the financial year by each director and named Group keymanagement personnel, including details of shares granted as remuneration during the current financial year and ordinary sharesprovided as the result of the exercise of remuneration options during the current financial year, is included in the table below.Vested underlong termincentiveschemesOn exerciseof options/performancerights2010Balance atbeginning ofthe yearOn marketpurchases/ (sales) OtherBalance atend of the yearDirectorsWS Crosby 123,688 - - - - 123,688SD Jones 14,000 - - - - 14,000Dr M Kerber* 40,000 - - - - -PJ Maclagan 15,364,423 - - (459,012) - 14,905,411CJ Morris 52,880,057 - - (4,880,057) - 48,000,000AL Owen 2,000 - - - - 2,000AN Wales 29,092,384 - - (1,000,000) - 28,092,384NP Withnall - - - - - -Company and Group key management personnelPA Barker - - - - - -PA Conn 320,302 20,908 - - - 341,210MB Davis 8,082 15,244 - (14,500) 836 9,662S Irving 152,695 65,022 - (191,909) 421 26,229W Newling - 18,900 - (18,900) - -SR Rothbloom 115,576 - - (102,902) - 12,674JLW Wong 65,621 23,317 - - 805 89,7432-15Overview16-38Governance39-93Financials94-97Reports* Shareholding effective as at date of resignation.98-101Further InformationPAGE 79

Notes to the Consolidated Financial Statements2009Balance atbeginning ofthe yearVested underlong termincentiveschemesOn exerciseof options/performancerightsOn marketpurchases/ (sales) OtherBalance at endof the yearDirectorsWS Crosby 224,146 - - (100,397) (61) 123,688SD Jones 14,000 - - - - 14,000Dr M Kerber 40,000 - - - - 40,000PJ Maclagan 16,000,000 - - (635,577) - 15,364,423CJ Morris 55,338,537 - - (2,458,480) - 52,880,057AL Owen 2,000 - - - - 2,000AN Wales 29,092,384 - - - - 29,092,384NP Withnall - - - - - -Company and Group key management personnelPA Barker - - - - - -PA Conn 318,840 - - 1,462 - 320,302S Irving 152,281 - - - 414 152,695SR Rothbloom 140,576 - - (25,000) - 115,576(d) Loans and other transactions to directors and other key management personnelThe consolidated entity has not made any loans to directors and executive directors or other key management personnel during thecurrent financial year.The consolidated entity has not entered into other transactions with directors and executive directors or other key managementpersonnel during the current financial year other than those disclosed in note 32.31. REMUNERATION OF AUDITORS2010 2009$000 $000During the year the following fees were paid or payable for services provided by the auditor of the parent entity,its related practices and non-related audit firms:Assurance services:Auditing or review of financial statements> PricewaterhouseCoopers Australia 815 712> Related practices of PricewaterhouseCoopers Australia 2,219 2,2463,034 2,958Other assurance services (a)> PricewaterhouseCoopers Australia 198 17> Related practices of PricewaterhouseCoopers Australia 1,898 1,4592,096 1,477Taxation services> PricewaterhouseCoopers Australia 18 297> Related practices of PricewaterhouseCoopers Australia - 1118 308Remuneration received, or due and receivable, by auditors other than the auditor of the parent entity and itsaffiliates for:Auditing or review of financial statements 26 4(a) This relates primarily to regulatory and compliance reviews.PAGE 80 Computershare Annual Report 2010

32. RELATED PARTY DISCLOSURESKey management personnel disclosures are included in note 30.(a) Directors’ shareholdingsShares in the parent entity2010 2009Ordinary shares held at the end of the financial year 91,137,483 97,516,552Ordinary dividends received during the year in respect of those ordinary shares $20,656,040 $16,513,254Ordinary shares acquired by directors during the financial year - -Ordinary shares disposed of by directors during the financial year 6,339,069 3,194,454Ordinary shares granted to directors - -(b) Other transactions with key management personnelCJ Morris is a director and owner of Finico Pty Limited which received rent payment from the consolidated entity in the ordinarycourse of business on ordinary commercial terms and conditions. Rent received by Finico Pty Ltd was $107,320 for the year ended30 June 2010.As a matter of Board approved policy, the Group maintains a register of all transactions between employees and the consolidatedentity. It is established practice for any Director to excuse himself or herself from discussion and voting upon any transactionin which that Director has an interest. The consolidated entity has a Board approved ethics policy governing many aspects ofworkplace conduct, including management and disclosure of conflicts of interest.There have been no material transactions with key management personnel in the current year.(c) Wholly owned Group – intercompany transactions and outstanding balancesThe parent entity and its controlled entities entered into the following transactions during the year within the wholly owned Group:> Loans were advanced and repayments received on loans and intercompany accounts> Fees were exchanged between entities> Interest was charged between entities> The parent entity and its Australian controlled entities have entered into a tax sharing deed, which includes a tax fundingarrangement (note 1)> Dividends were paid between entities> Bank guarantees were provided by the parent entity to its controlled entities (note 36)These transactions were undertaken on commercial terms and conditions. No provisions for doubtful debts were raised during thefinancial year (2009: $nil).(d) Ultimate controlling entityThe ultimate controlling entity of the consolidated entity is Computershare Limited.2-15Overview16-38Governance39-93Financials94-97Reports(e) Ownership interests in related partiesInterests in controlled entities are set out in note 27. Interests held in associates and joint ventures are disclosed in notes 39 and 40of the financial statements.(f) Transactions with other related partiesComputershare Technology Services Pty Ltd has a receivable of $459,047 (2009: $438,042) from Chelmer Limited. This receivablehas been fully provided for.Computershare New Zealand Ltd has a receivable of $1,369,138 (2009: $1,293,333) from Chelmer Limited. This receivable has beenfully provided for.Computershare New Zealand Ltd has a payable of $1,833 (2009: a receivable of $1,508) to Chelmer Limited.Computershare Investor Services New Zealand has made purchases of $19,824 (2009: $16,995) from Chelmer Limited.Computershare Investor Services New Zealand has made sales of $1,885 (2009: $1,658) to Chelmer Limited.Computershare Pepper Germany has a receivable of $46,290 (2009: $77,917) from Netpartnering Limited.Computershare Pepper Germany had sales of $593,992 (2009: $1,021,209) with Netpartnering Limited.98-101Further InformationPAGE 81

Notes to the Consolidated Financial StatementsComputershare Pepper Austria had sales of $1,789,390 (2009: $2,521,000) with Netpartnering Limited.Computershare Pepper Austria has a receivable of $168,966 (2009: $392,792) from Netpartnering Limited.Computershare Investor Services UK had a receivable of $nil (2009: $86,123) from Netpartnering Limited.Computershare Investor Services UK has made sales of $nil (2009: $158,346) with Netpartnering Limited.These transactions were undertaken on commercial terms and conditions.33. SIGNIFICANT EVENTS AFTER BALANCE DATENo matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this financial reportthat has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations orthe state of affairs of the consolidated entity in subsequent financial years.34. FINANCIAL RISK MANAGEMENTFinancial risk management objectivesThe Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk),liquidity risk and credit risk. The Group’s overall financial risk management is carried out by a central treasury department (GroupTreasury) under policies approved by the Board. The Board provides written principles for overall risk management, as well aspolicies covering specific areas such as currency risk management, interest rate risk management, counterparty risk managementand the use of derivative financial instruments. Derivative financial instruments are used to manage specifically identified interestrate and foreign currency risks.The Group Treasury function provides services to the business and monitors and manages the financial risks relating to theoperations of the Group. Group Treasury identifies, evaluates and hedges financial risks in close co-operation with the regionaltreasury centres and report monthly to the Board.Capital risk management objectivesThe primary objective of the Group’s capital management is to ensure that it minimises the working capital funding requirementsthrough effective controls in order to support its businesses and maximise shareholder value.The key financial ratio for the Group is net financial indebtedness to management earnings before interest, tax, depreciation andamortisation (EBITDA). Net debt is calculated as interest bearing liabilities less cash and cash equivalents.2010 2009$000 $000Interest bearing liabilities 994,028 974,332Cash 278,651 180,422Net debt 715,377 793,910Management EBITDA 510,945 475,534Net debt to Management EBITDA 1.40 1.67The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain oradjust the capital structure, the Group may adjust the dividend payment to shareholders, conduct share buy-backs or issue newshares. No changes were made in the objectives or processes during the years ended 30 June 2009 and 30 June 2010.Net fair value of financial assets and liabilitiesThe carrying amounts of cash and cash equivalents, receivables, payables, non interest bearing liabilities, finance leases, loans andderivatives approximate their fair values for the Group except for the unhedged portion of USD Senior Notes of $155,500,000,where the fair value was $196,125,891 as at 30 June 2010.PAGE 82 Computershare Annual Report 2010

Financial risk factorsThe key financial risk factors that arise from the Group’s activities are outlined below.(a) Interest rate riskInterest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financialinstruments. The consolidated entity is exposed to interest rate risk through its primary financial assets and liabilities and as aresult of maintaining paying agent and escrow agent bank accounts on behalf of clients. Given the nature of the client balances,neither the funds nor an offsetting liability are included in the Group’s financial statements. Average client balances during the yearapproximated $8.5 billion (2009: $6.8 billion) and in relation to these balances, the consolidated entity has in place interest ratederivatives totalling $1.0 billion notionally (2009: $1.6 billion).The following table summarises the interest rate risk for the consolidated entity, together with effective interest rates as at thebalance date.FloatinginterestrateFixed interest rate maturing inWeightedaverage interest rateNoninterestbearing Total Floating Fixed1 yearor less 1 to 5 yearsMore than5 years$000 $000 $000 $000 $000 $000 % %AS AT 30 JUNE 2010Financial assetsCash and cash equivalents 278,651 - - - - 278,651 0.83 -Trade receivables - - - - 177,701 177,701 - -Non trade receivables &loans - - - - 62,010 62,010 - -278,651 - - - 239,711 518,362Financial liabilitiesTrade payables - - - - 17,331 17,331 - -Finance lease liabilities - 4,243 32,778 - - 37,021 - 8.05Bank loan and Other 22 - - - - 22 4.80 -Revolving multi-currencyfacility 370,881 - - - - 370,881 2.37 -USD Senior Notes 1 50,000 - 247,500 256,000 - 553,500 1.19 5.40Derivatives 2 348,500 - (247,500) (101,000) - - 1.43 5.40769,403 4,243 32,778 155,000 17,331 978,7551USD Senior Notes at cost, excluding fair value adjustment, refer to note 18 (b). The floating interest rate USD Senior Note matures in 2011.2Notional principal amountsAS AT 30 JUNE 2009Financial assetsCash and cash equivalents 180,422 - - - - 180,422 0.80 -Trade receivables - - - - 181,426 181,426 - -Non trade receivables andloans - - - - 25,640 25,640 - -180,422 - - - 207,066 387,488Financial liabilitiesTrade payables - - - - 20,275 20,275 - -Finance lease liabilities - 116 8,437 - - 8,553 - 6.48Bank loan and Other 46 - - - - 46 4.80 -Revolving multi-currencyfacility 390,608 - - - - 390,608 1.08 -USD Senior Notes 1 50,000 - 123,000 380,500 - 553,500 1.88 5.40Derivatives 2 348,500 - (123,000) (225,500) - - 0.96 5.40789,154 116 8,437 155,000 20,275 972,9822-15Overview16-38Governance39-93Financials94-97Reports98-101Further Information1USD Senior Notes at cost, excluding fair value adjustment, refer to note 18 (b).2Notional principal amountsPAGE 83

Notes to the Consolidated Financial StatementsThe sensitivity of the profit and loss statement to interest rate movements is the effect of assumed reasonably possible changesin interest rates for one year, based on the on-balance sheet floating rate financial assets and liabilities as at 30 June. The totalsensitivity is based on the assumption that there are parallel shifts in the yield curve and do not take into account actions thatManagement may take to mitigate the effect of such changes.Management judgements of reasonably possible movements in interest rates have been based on a range of 100 basis pointmovement as at 30 June for all regions.The sensitivity to a reasonably possible increase in interest rates, with all other variables held constant, of the statement ofcomprehensive income of the consolidated entity is a decrease to profit of $0.8 million (2009: $5.5 million). This sensitivitycalculation does not include the impact of client balances or the related derivatives. In a rising (falling) interest rate environment,client balances that earn interest income will result in an increase (decrease) to profit.The sensitivity to a reasonably possible decrease in interest rates, with all other variables held constant, of the statement ofcomprehensive income of the Group is an increase to profit of $0.5 million (2009: $0.1 million). This sensitivity calculation does notinclude the impact of client balances or the related derivatives. In a rising (falling) interest rate environment, client balances thatearn interest income will result in an increase (decrease) to profit.Client balances have been excluded from the sensitivity analysis as they are not reflected in Group’s consolidated statement offinancial position. Interest income is earned on these balances at various fixed and floating interest rates.The above sensitivity analysis does not reflect the future impact on the profit and loss statement should the reasonably possiblechanges in interest rates occur as the calculations are based on balances held as at 30 June 2010.(b) Foreign exchange riskForeign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currencythat is not the entity’s functional currency.Entities within the Group typically enter into external transactions and recognise external assets and liabilities that are denominatedin their functional currency. Whilst a number of entities within the Group hold external bank account balances in a currency which isnot their local functional currency these balances do not expose the Group to significant foreign exchange risk.Foreign exchange risk also arises from net investments in foreign operations held in Europe, Canada, South Africa and Asia Pacific.Accordingly, the Group’s financial position can be affected significantly by movements in the relevant currency exchange rate whentranslating into the consolidated entity’s presentation currency, the United States dollar. Intercompany balances denominated ina currency that is not the entity’s functional currency are designated as a hedge of the net investment in foreign operations. Theconsolidated entity also has debt that is designated as a hedge of the net investment in foreign operations. On consolidation, anyforeign exchange gains or losses on these balances are transferred to the foreign currency translation reserve.(c) Credit riskCredit exposure represents the extent of credit related losses that the consolidated entity may be subject to on amounts to bereceived from financial assets. The consolidated entity, while exposed to credit related losses in the event of non-payment by clients,does not expect any clients to fail to meet their obligations. The Group’s trading terms do not generally include the requirement forcustomers to provide collateral as security for financial assets and accordingly, the consolidated entity does not hold any collateralas security.The consolidated entity’s exposure to credit risk is as indicated by the carrying amounts of its financial assets. Concentrations ofcredit risk exist when clients have similar economic characteristics that would cause their ability to meet contractual obligations tobe similarly affected by changes in economic or other conditions.The consolidated entity minimises concentrations of credit risk by undertaking transactions with a large number of clients in variouscountries and industries. The registry and plans sector transacts with various listed companies across a number of countries. Theconsolidated entity does not have a significant exposure to any individual client.Transactions involving derivative financial instruments are with counterparties with whom the Group has signed International Swapsand Derivatives Association agreements as well as sound credit arrangements. To supplement the credit ratings of counterpartiesthe company has a Board approved policy on managing client balance exposure.PAGE 84 Computershare Annual Report 2010

(d) Liquidity RiskLiquidity risk management implies maintaining sufficient cash and the availability of funding. The Group has staggered its variousdebt maturities to reduce re-financing risk. Whilst impacted by acquisitions from time to time, the Group maintains sufficient cashbalances and committed credit facilities to meet on-going commitments.Maturity information for the Group’s debt facility is as follows:Debt Facility utilisedMaturity Profile (in the 12 months ending )$millionJune 2011 50June 2012 123June 2013 265.9June 2014 105June 2015 124.5June 2016 -June 2017 21June 2018 -June 2019 235Total 924.4The Group has access to unutilised committed debt facilities of $34.1 million maturing in May 2013 and $195 million maturing inMay 2014.2-15Overview16-38GovernanceMaturities of financial liabilitiesThe table below analyses the Group’s financial liabilities into relevant maturity groupings.The amounts disclosed in the table are the contractual undiscounted cash flows. For interest rate swaps the cash flows have beenestimated using forward interest rates applicable at the end of the reporting period.Contractual maturities of financial liabilitiesGroup – as at 30 June 2010Less than1 year$’000Between1-5 years$’000More than5 years$’000Totalcontractualcash flows$’000Non-derivativesTrade payables 17,331 - - 17,331Other payables 333,855 2,331 - 336,186Borrowings (excluding finance leases) 50,000 618,403 256,000 924,403Finance lease liabilities 4,243 32,778 - 37,021Total non-derivatives 405,429 653,512 256,000 1,314,941DerivativesNet settled (interest rate swaps and options) 37,051 26,148 3,013 66,212Total derivatives 37,051 26,148 3,013 66,212Group – as at 30 June 2009Non-derivativesTrade payables 20,275 - - 20,275Other payables 302,800 2,179 - 304,979Borrowings (excluding finance leases) - 563,654 380,500 944,154Finance lease liabilities 116 8,437 - 8,553Total non-derivatives 323,191 574,270 380,500 1,277,961DerivativesNet settled (interest rate swaps and options) 39,478 39,054 904 79,436Total derivatives 39,478 39,054 904 79,43639-93Financials94-97Reports98-101Further InformationPAGE 85

Notes to the Consolidated Financial Statements(e) Fair value measurementsThe fair value of financial liabilities must be estimated for recognition and measurement or for disclosure purposes.As of 1 July 2009, the Group has adopted the following amendment to AASB 7 Financial Instruments: The measurement hierarchyto be used when disclosing fair value amounts is now as follows:(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);(b) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) orindirectly (derived from prices) (level 2); or(c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).The following tables present the Group’s financial assets and liabilities measured and recognised at fair value at 30 June 2010. Thecomparative figures are also presented below.Group – as at 30 June 2010Level 1$’000Level 2$’000Level 3$’000Total$’000AssetsFinancial assets held for trading 1,834 - - 1,834Derivatives used for hedging - 57,553 - 57,553Available-for-sale financial assets - Equity securities 6,122 - - 6,122Other financial assets 2,618 - - 2,618Total assets 10,574 57,553 - 68,127LiabilitiesBorrowings - 381,104 - 381,104Derivatives used for hedging - 182 - 182Derivatives not used for hedging - 185 - 185Total liabilities - 381,471 - 381,471Group – as at 30 June 2009AssetsFinancial assets held for trading 1,987 - - 1,987Derivatives used for hedging - 73,547 - 73,547Available-for-sale financial assets - equity securities 16,517 - - 16,517Other financial assets 5,642 - - 5,642Total assets 24,146 73,547 - 97,693LiabilitiesBorrowings - 370,125 - 370,125Derivatives used for hedging - - - -Derivatives not used for hedging - 684 - 684Total liabilities - 370,809 - 370,809The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-forsalesecurities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financialassets held by the Group is the current bid price. These instruments are measured according to level 1.The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Groupuses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period.These instruments are included in level 2 and comprise derivative financial instruments and the portion of borrowings included inthe fair value hedge.PAGE 86 Computershare Annual Report 2010

35. NOTES TO THE CASHFLOW STATEMENT(a) Reconciliation of cash and cash equivalentsFor the purposes of the cash flow statement, cash and cash equivalents includes cash on hand, deposits at call with financialinstitutions and other highly liquid investments with short periods to maturity (three months or less) which are readily convertibleto known amounts of cash on hand and are subject to an insignificant risk of changes in value, net of outstanding bank overdrafts.Cash and cash equivalents as at the end of the financial year as shown in the cash flow statement is reconciled to the related itemsin the statement of financial position as follows:2010 2009$000 $000Cash at bank and on hand 278,651 180,422Shown as cash and cash equivalents in the statement of financial position 278,651 180,422(b) Reconciliation of net profit after income tax to net cash from operating activitiesNet profit after income tax 301,376 259,849Adjustments for non cash income and expense items:Depreciation and amortisation 71,693 48,236(Profit)/loss on sale of non-current assets 1,286 (7,471)Share of net (profit)/loss of associates and joint ventures accounted for using equity method (2,637) (205)Employee benefits – share based payments 20,944 14,489Financial instruments – fair value adjustments (1,215) 3,315VEM write downs - 14,562Changes in assets and liabilities(Increase)/decrease in accounts receivable (32,633) (2,547)(Increase)/decrease in net tax assets 26,881 10,020(Increase)/decrease in inventory (1,252) 3,119(Increase)/decrease in prepayments and other assets (4,066) (885)Increase/(decrease) in payables and provisions 34,079 (987)Net cash and cash equivalents from operating activities 414,456 341,4952-15Overview16-38Governance39-93Financials(c) Non cash transactionsThe Group entered into a finance lease agreement for HQ property located in Melbourne during the current year. Net present valueof future lease payments at inception of the lease amounted to $ 30,421,718. There were no other material non cash transactionsduring the year.(d) Acquisitions and disposals of businessesFor details of business acquired or disposed of during the year and related cash flows please refer to note 28.94-97Reports36. CONTINGENT LIABILITIESContingent liabilities at balance date, not otherwise provided for in these financial statements are categorised as follows:(a) Guarantees and IndemnitiesGuarantees and indemnities of USD 600,000,000 (2009: USD 550,000,000) have been given to the consolidated entity’s Bankers byComputershare Limited, ACN 081 035 752 Pty Ltd, Computershare Investments (UK)(No. 3) Ltd, Computershare Finance CompanyPty Ltd, Computershare US and Computershare Investor Services Inc under a Multicurrency Revolving Facility Agreement dated 27May 2010 (please refer to note 18 for further detail).Bank guarantees of AUD 500,000 (2009: AUD 500,000) have been given in respect of facilities provided to Computershare ClearingPty Ltd. Bank guarantees of AUD 497,713 (2009: AUD 497,713) have been given in respect of facilities provided to ComputershareLtd. A bank guarantee of AUD 500,000 (2009: AUD 500,000) has been given in respect of facilities provided to Sepon Australia PtyLtd. Bank guarantees of AUD 218,853 (2009: AUD 215,888) have been given in respect of facilities provided to ComputershareInvestor Services Pty Ltd. Bank guarantees of AUD1,371,739 (2009: AUD 1,121,739) have been given in respect of facilities providedto Computershare Communication Services Pty Ltd. A bank guarantee of AUD 411,527 (2009: AUD 411,427) has been given inrespect of facilities provided to Communication Services Australia Pty Ltd.A performance guarantee of ZAR 15,000,000 (2009: ZAR 15,000,000) has been given by Computershare Limited (South Africa) toprovide security for the performance of obligations as a Central Securities Depositor Participant.98-101Further InformationPAGE 87

Notes to the Consolidated Financial StatementsA guarantee of ZAR 565,000 (2009: ZAR 565,000) has been given by Computershare South Africa (Pty) Ltd to provide for electricityservices.Guarantees of USD 1,837,009 (2009: USD 2,099,929) have been given by Computershare Investor Services LLC, Computershare Inc.and Computershare US Services Inc. as security for bonds in respect of leased premises.Bank guarantee of HKD 867,514 (2009: HKD 977,621) has been given by Computershare Hong Kong Investor Services Limited assecurity for bonds on leased premises. A bank guarantee of HKD 1,500,000 has been given by Computershare Hong Kong InvestorServices in respect of facilities provided to Computershare Hong Kong Trustee Limited.A bank guarantee of ZAR 1,000,000 (2009: ZAR 850,000) has been given by Computershare South Africa (Pty) Ltd as security forbonds in respect of leased premises.Land charges of EUR 280,000 (2009: EUR 280,000) have been surrendered by Am Schonberg GmbH (Germany) to secure liabilitiesof the former parent company.Contracts of EUR 1,303,998 (2009: EUR 1,576,396) have been entered into by VEM Aktienbank AG (Germany) due to deliveryliabilities from securities lending.Guarantees and indemnities of USD 553,500,000 (2009: USD 553,500,000) have been given to US Institutional AccreditedInvestors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US,Computershare Investments (UK)(No. 3) Ltd and Computershare Investor Services Inc. under a Note and Guarantee Agreementdated 22 March 2005 and 29 July 2008.(b) Legal and Regulatory MattersDue to the nature of operations, certain commercial claims in the normal course of business have been made against theconsolidated entity in various countries. An inherent difficulty in predicting the outcome of such matters exists, but in the opinion ofthe Group, based on current knowledge and consultation with legal counsel, we do not expect any material liability to the Group toeventuate. The status of all claims is monitored on an ongoing basis, together with the adequacy of any provisions recorded in theGroup’s Financial Statements.(c) OtherThe Group is subject to regulatory capital requirements administered by relevant regulatory bodies in countries whereComputershare operates. Failure to meet minimum capital requirements, or other ongoing regulatory requirements, can initiateaction by the regulators that, if undertaken, could revoke or suspend the Group’s ability to provide trust services to customers inthese markets. At all relevant times Group controlled entities have met all minimum capital requirements.Computershare Limited (Australia) has issued a letter of warrant to Computershare Custodial Services Ltd. This obligatesComputershare Limited (Australia) to maintain combined tier one capital of at least ZAR 455,000,000.Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreignincorporated controlled entities is $14,247,317 (2009: $11,573,399). No provision is made for withholding tax on unremittedearnings of applicable foreign incorporated controlled entities as there is currently no intention to remit these earnings to theparent entity.In consideration of the Australian Securities and Investments Commission agreeing to allow AUD 5,000,000 to form part of thenet tangible assets of Computershare Clearing Pty Ltd so that it can meet certain financial requirements under the conditions ofits Australian Financial Services Licence, Computershare Limited has agreed to make, at the request of Computershare ClearingPty Ltd, a AUD 5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to any other unsecured creditors ofComputershare Clearing Pty Ltd. The loan was made pursuant to a deed of subordination dated 7 January 2004.In consideration of the Australian Securities and Investments Commission agreeing to allow AUD 5,000,000 to form part of the nettangible assets of Computershare Share Plans Pty Ltd so that it can meet certain financial requirements under the conditions of itsAustralian Financial Services Licence, Computershare Limited has agreed to make, at the request of Computershare Share PlansPty Ltd, a AUD 5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to any other unsecured creditors ofComputershare Share Plans Pty Ltd. The loan was made pursuant to a deed of subordination dated 5 July 2007.Computershare Limited (Australia), as the parent entity, has undertaken to own, either directly or indirectly, all of the equityinterests and guarantee performance of the obligations of Computershare Investor Services Pty Ltd, Computershare Trust CompanyNA, Georgeson Inc, Georgeson Securities Corporation, Computershare Trust Company of Canada and Computershare InvestorServices Inc. with respect to any financial accommodation related to transactional services provided by Harris Trust and SavingsBank, Chicago.PAGE 88 Computershare Annual Report 2010

37. CAPITAL EXPENDITURE COMMITMENTS2010 2009$000 $000Less than 1 year:Fit-out of premises 977 -Purchase of equipment 457 381Other 331 4161,765 7972-15Overview38. SEGMENT INFORMATIONThe operating segments presented reflect the manner in which the Group has been internally managed and the financialinformation reported to the CEO in the current financial year. Management has determined the operating segments based on thereports reviewed by the CEO that are used to make strategic decisions and assess performance.The business is managed through six operating segments, five of which are geographic: Australia and New Zealand, Asia, Europe& Middle East & Africa (EMEA), United States and Canada. The Asia segment comprises of operations in India, Hong Kong, China,Singapore and Japan. The EMEA segment comprises of operations in UK, Ireland, Germany, South Africa, Russia and otherEuropean countries. Additionally, a separate Technology Services segment has been identified, which comprises the provision ofsoftware specialising in share registry, employee plans and financial services globally. It is both a research and development functionfor which discrete financial information is reviewed by the CEO.In each of the five geographic segments the consolidated entity offers its core products and services: Investor Services, BusinessServices, Plan Services, Communication Services and Stakeholder Relationship Management Services. Investor Services comprisethe provision of register maintenance, company meeting logistics, payments and full contact centre and online services.Business Services comprise the provision of voucher administration, bankruptcy administration services, interactive meetingservices, corporate trust services and other ancillary services. Plan Services comprise the administration and management ofemployee share and option plans. Communication Services comprise laser imaging, intelligent mailing, scanning and electroniccommunications delivery. Stakeholder Relationship Management Services comprise the provision of investor analysis, investorcommunication and management information services to companies, including their employees, shareholders and other securityindustry participants.None of the corporate entities have been allocated to the operating segments. Corporate entities’ main purpose is to holdintercompany investments and conduct financing activities.OPERATING SEGMENTSAustralia &New ZealandAsia EMEA UnitedStatesCanadaTechnologyServicesUS $000 US $000 US $000 US $000 US $000 US $000 US $000June 2010Total segment revenue 335,304 117,028 369,433 593,326 190,436 155,430 1,760,957Management adjusted EBITDA 84,123 50,735 127,971 143,130 85,751 11,517 503,227Total segment assets 269,608 118,282 585,071 1,046,266 194,970 50,300 2,264,497Total16-38Governance39-93Financials94-97ReportsJune 2009Total segment revenue 295,520 91,255 441,470 493,312 182,052 157,819 1,661,428Management adjusted EBITDA 65,071 27,544 182,847 95,977 83,113 18,704 473,256Total segment assets 239,608 118,961 481,233 1,064,400 184,806 42,660 2,131,668Segment revenueThe revenue reported to the CEO is measured in a manner consistent with that of the statement of comprehensive income. Salesbetween segments are included in the total segment revenue, whereas sales within a segment have been eliminated from segmentrevenue. Sales between segments are at normal commercial rates and are eliminated on consolidation.The Group is domiciled in Australia. Countries with individually significant amounts of revenue are Australia, the United Kingdom,the United States and Canada. Revenue numbers for the United States and Canada are included in the table above and the UnitedKingdom revenue amounts to $227.7 million (2009: $297.8 million). The amount of revenue from external customers in Australia is$324.5 million (2009: $285.9 million), and the total revenue from external customers in other countries is $1,436.4 million(2009: $1,375.5 million). Segment revenues are allocated based on the country in which the Group entity is located.98-101Further InformationPAGE 89

Notes to the Consolidated Financial StatementsSegment revenue reconciles to total revenue from continuing operations as follows:2010 2009$000 $000Total operating segment revenue 1,760,957 1,661,428Intersegment eliminations (157,853) (161,816)Other/corporate revenue 1,201 712Total revenue from continuing operations 1,604,305 1,500,324Management adjusted EBITDAThe CEO assesses the performance of the operating segments based on a measure of management adjusted EBITDA (Note 6). In2009 and 2010 this measure excludes restructuring provisions, asset write-downs, redundancy costs, marked to market adjustmentsrelating to derivatives and profit or loss on disposal of controlled entities.A reconciliation of management adjusted EBITDA to operating profit before income tax is provided as follows:2010 2009$000 $000Management adjusted EBITDA - operating segments 503,227 473,256Management adjusted EBITDA – corporate 7,718 2,278Management adjusted EBITDA 510,945 475,534Management adjustment items (before amortisation and income tax expense):Profit on disposal of controlled entities and business units - 6,943VEM asset write-down - (13,091)Restructuring provisions related to business combinationsRedundancy provisions210(6,539)(3,514)(20,710)Acquisition related costs (711) -Marked to market adjustments – derivatives 1,322 (1,218)Statutory EBITDA including management adjustment items 505,227 443,944Finance cost (22,865) (35,808)Depreciation and amortisation expense (71,693) (48,236)Profit before income tax from continuing operations 410,669 359,900Total assetsAssets are allocated based on the operations of the segment and the physical location of the asset and are measured in a mannerconsistent with that of the financial statements.Cash and cash equivalents, current and non-current investments, current and deferred tax assets and current and non-currentderivative assets are not allocated to the operating segments.Countries with individually significant segment assets are Australia, the United Kingdom, the United States and Canada. Segmentassets for the United States and Canada are included in the table above and the total segment assets in the United Kingdom amountto $388.6 million (2009: $275.6 million). Segment assets located in Australia amount to $264.5 million (2009: $234.8 million) and thetotal of these assets held in other countries amounts to $2,000.0 million (2009: $1,896.9 million). Segment assets are allocated tocountries based on where the assets are located.Reportable segments’ assets are reconciled to total assets as follows:2010 2009$000 $000Total operating segment assets 2,264,497 2,131,668Unallocated/corporate assets:Deferred tax assets 46,821 69,010Current tax assets 8,924 14,680Cash and cash equivalents 278,651 180,422Current and non-current investments 6,123 17,178Current and non-current derivative assetsOther57,55327,88673,54711,033Total assets as per statement of financial position 2,690,455 2,497,538PAGE 90 Computershare Annual Report 2010

39. ASSOCIATED ENTITIESDetails of interests in associated entities are as follows:OwnershipInterestConsolidatedCarrying amountNamePrincipal ActivitiesPlace ofIncorporation2010%2009% Balance Date2010$0002009$000Chelmer Limited Computer Technology Services New Zealand 50 50 30 June - -Registrar Nikoil Company JSC Investor Services Russia 40 40 31 December 6,035 5,206Expandi Limited Investor Services United Kingdom 25 - 31 December - -On Channel Limited Investor Services United Kingdom 25 - 31 December - -Netpartnering Limited Investor Services United Kingdom 25 25 31 December 2,601 2,995Asset Checker Investor Services United Kingdom 50 50 30 June 3 54Milestone Group Pty Ltd Computer Technology Services Australia 20 20 30 June 7,820 4,699Janosch Film and Medien AG Intellectual Property Germany 27.5 49.6 31 December - -Fonterelli GmbH & Co. KGaA Investment Management Germany 49 49 30 June 973 1,243Computershare Investor Investor Services United Kingdom - 50 31 December - 8Services Ltd (Channel Islands) 1Computershare Trustees Investor Services United Kingdom - 50 31 December - -Limited (Channel Islands) 1Computershare Nominees Investor Services United Kingdom - 50 31 December - -Limited (Channel Islands) 1Reach Investor Solutions Investor Services Australia 35 - 30 June 341 -Total investments in associated entities 17,773 14,2051These entities became controlled entities during the year ended 30 June 2010.Voting power is in accordance with the ownership interest held.2010 2009$000 $000Share of associates resultsProfit/(loss) before income tax 2,832 (213)Income tax expense (581) (486)Profit/(loss) after tax 2,251 (699)Share of net result of associates 2,251 (699)Less dividends received (445) (1,510)Retained profits at the beginning of the financial year (5,313) (3,104)Retained profits at the end of the financial year (3,507) (5,313)Share of associates reservesForeign currency translation reserveBalance at the beginning of the financial year 46 247Share of translation of overseas associates (805) (201)Balance at the end of the financial year (759) 46Movements in carrying value of investments in associatesCarrying amount at the beginning of the financial year 14,205 9,341Investments acquired during the year 2,559 5,200Share of net result after income tax 2,251 (699)Less dividends received (445) (1,510)Effect of controlled entities becoming associates - 2,074Effect of associates becoming controlled entities 8 -Share of movement in reserves during the financial year (805) (201)Carrying amount at the end of the financial year 17,773 14,205Share of associates capital expenditure commitmentsThere are no material capital expenditure commitments in respect of associates at balance date.2-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationShare of associates contingent liabilitiesThere are no material contingent liabilities in respect of associates at balance date.PAGE 91

Notes to the Consolidated Financial Statements40. JOINT VENTURESDetails of interests in joint ventures are as follows:ConsolidatedOwnership Interest Carrying amount2010 2009 2010 2009Name Principal Activities Place of Incorporation % % $000 $000Japan Shareholder Services Investor Services Japan 50 50 1,395 1,591Computershare Pan Africa Investor Services Mauritius 60 60 9 10Computershare Pan Africa Ghana Ltd Investor Services Ghana 60 - - -Computershare Pan Africa Nominees Ghana Ltd Investor Services Ghana 60 - - -Total investments in joint ventures 1,404 1,6012010 2009$000 $000Retained profits (loss) attributable to the joint ventureAt the beginning of the financial year 1,015 898At the end of the financial year 734 1,015Foreign currency translation reserve attributable to the joint ventureAt the beginning of the financial year (263) 121At the end of the financial year (179) (263)Movement in carrying amount of investment in joint ventureCarrying amount at the beginning of the financial year 1,601 1,737Investments acquired during the year - 10Foreign exchange movements 84 (263)Share of net result of joint ventures after income tax 386 494Dividend paid (667) (377)Carrying amount at the end of the financial year 1,404 1,601Share of joint venture revenues, expenses and resultsRevenues 3,103 3,628Expenses 2,717 (2,655)Profit/(loss) before related income tax 386 973Share of joint venture capital expenditure commitmentsThere are no material capital expenditure commitments in respect of joint ventures at balance date.Share of joint venture contingent liabilitiesThere are no material contingent liabilities in respect of joint ventures at balance date.41. INTERESTS IN EQUITYMembers of theparent entityNon-controllinginterests2010 2009 2010 2009$000 $000 $000 $000Interest in the equity of the consolidated entity:Contributed equity – ordinary shares 29,943 29,888 287 301Reserves 94,808 99,793 1,123 (1,270)Retained profits 936,592 763,879 10,199 8,578Total interests in equity 1,061,343 893,560 11,609 7,609PAGE 92 Computershare Annual Report 2010

42. PARENT ENTITY FINANCIAL INFORMATION(a) Summary financial informationThe individual financial statements for the parent entity show the following aggregate amounts:2-15Overview2010 2009$000 $000Balance SheetCurrent assets 64,405 65,301Non-Current assets 983,236 936,128Total assets 1,047,641 1,001,429Current liabilities 53,327 25,808Non-Current liabilities 583,361 528,934Total Liabilities 636,688 554,742EquityContributed equity - ordinary shares 29,943 29,888ReservesCapital redemption reserve 2 2Foreign currency translation reserve 109,327 85,450Share based payment reserve 55,308 41,991Equity related consideration (2,327) (1,969)Available for sale asset reserve (41) (25)Retained profits 218,741 291,350410,953 446,687Profit attributable to members of the parent entity 49,436 180,968Total comprehensive income attributable to members of the parent entity 73,298 124,59716-38Governance39-93Financials(b) Guarantees entered into by the parent entityThe parent entity’s financial guarantees have been outlined in note 36.(c) Contingent liabilities of the parent entityThe parent entity did not have any contingent liabilities as at 30 June 2010 or 30 June 2009. For information about guaranteesgiven by the parent entity, please refer to note 36.(d) Contractual commitments for the acquisition of property, plant and equipmentThe parent entity did not have any commitments for the acquisition of property, plant and equipment as at 30 June 2010 and30 June 2009.94-97Reports43. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTSEstimates and judgements are continually evaluated and are based on historical experience and other factors, includingexpectations of future events that may have a financial impact on the entity and that are believed to be reasonable under thecircumstances.The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldomequal the related actual results. The significant estimates and assumptions made in the current financial year comprise assumptionsmade in acquisition accounting and in goodwill impairment testing. For further details on the assumptions please refer to notes 16and 28.98-101Further InformationPAGE 93

Directors’ DeclarationIn the directors’ opinion:(a) the financial statements and notes set out on pages 39 to 93 are in accordance with the Corporations Act 2001, including:(i)complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reportingrequirements; and(ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2010 and of its performance for thefinancial year ended on that date; and(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due andpayable; and(c) at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in note27 will be able to meet any obligations or liabilities to which they are, or may become, subject to by virtue of the deed of crossguarantee described in note 29.Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by theInternational Accounting Standards Board.The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295Aof the Corporations Act 2001.Signed in accordance with a resolution of the directors.CJ MorrisChairman20 September 2010WS CrosbyDirectorPAGE 94 Computershare Annual Report 2010

Statement to the Board of Directors of Computershare LimitedThe Chief Executive Officer and Chief Financial Officer state that:(a) the financial records of the consolidated entity for the financial year ended 30 June 2010 have been properly maintained inaccordance with section 286 of the Corporations Act 2001; and(b) the financial statements, and the notes to the financial statements, of the consolidated entity, for the financial year ended30 June 2010:(i) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reportingrequirements; and(ii) give a true and fair view of the consolidated entity’s financial position as at 30 June 2010 and of their performance for thefinancial year ended on that date.2-15OverviewWS CrosbyChief Executive OfficerPA BarkerChief Financial Officer16-38Governance20 September 201039-93Financials94-97Reports98-101Further InformationPAGE 95

Independent auditor’s reportPricewaterhouseCoopersABN 52 780 433 757Freshwater Place2 Southbank BoulevardSOUTHBANK VIC 3006GPO Box 1331LMELBOURNE VIC 3001DX 77Website: www.pwc.com/auTelephone +61 3 8603 1000Facsimile + 61 3 8603 1999Independent auditor’s report to the members of Computershare LimitedReport on the financial reportWe have audited the accompanying financial report of Computershare Limited (the company), which comprises the statement offinancial position as at 30 June 2010, and the statement of comprehensive income, statement of changes in equity and cash flowstatement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’declaration for the Computershare Limited group (the consolidated entity). The consolidated entity comprises the company and theentities it controlled at the year’s end or from time to time during the financial year.Directors’ responsibility for the financial reportThe directors of the company are responsible for the preparation and fair presentation of the financial report in accordancewith Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001.This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation ofthe financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriateaccounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state,in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply withInternational Financial Reporting Standards as issued by the International Accounting Standards Board.Auditor’s responsibilityOur responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance withAustralian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to auditengagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from materialmisstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. Theprocedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of thefinancial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant tothe entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by thedirectors, as well as evaluating the overall presentation of the financial report.Our procedures include reading the other information in the Annual Report to determine whether it contains any materialinconsistencies with the financial report.Our audit did not involve an analysis of the prudence of business decisions made by directors or management.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.IndependenceIn conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.Liability limited by a scheme approved under Professional Standards LegislationPAGE 96 Computershare Annual Report 2010

Independent auditor’s reportAuditor’s opinionIn our opinion:(a) the financial report of Computershare Limited is in accordance with the Corporations Act 2001, including:(i)giving a true and fair view of the consolidated entity’s financial position as at 30 June 2010 and of its performance for theyear ended on that date; and(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the CorporationsRegulations 2001; and(b) the financial statements also comply with International Financial Reporting Standards as issued by the International AccountingStandards Board as disclosed in Note 1.Report on the Remuneration ReportWe have audited the remuneration report included in pages 28 to 36 of the directors’ report for the year ended 30 June 2010.The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance withsection 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on ouraudit conducted in accordance with Australian Auditing Standards.2-15Overview16-38GovernanceAuditor’s opinionIn our opinion, the remuneration report of Computershare Limited for the year ended 30 June 2010 complies with section 300A ofthe Corporations Act 2001.Matters relating to the electronic presentation of the audited financial reportThis auditor’s report relates to the financial report and remuneration report of Computershare Limited (the company) for the yearended 30 June 2010 included on the Computershare Limited web site. The company’s directors are responsible for the integrityof the Computershare Limited web site. We have not been engaged to report on the integrity of this web site. The auditor’s reportrefers only to the financial report and remuneration report named above. It does not provide an opinion on any other informationwhich may have been hyperlinked to/from the financial report or the remuneration report. If users of this report are concerned withthe inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financialreport and remuneration report to confirm the information included in the audited financial report and remuneration reportpresented on this web site.39-93FinancialsPricewaterhouseCoopers94-97ReportsSimon GrayMelbournePartner 20 September 201098-101Further InformationPAGE 97

Shareholder informationThis section contains additional information required by the Australian Stock Exchange Limited listing rules not disclosed elsewherein this report.SHAREHOLDINGSSubstantial ShareholdersThe following information is extracted from the Company’s Register of Substantial Shareholders.Name Date of notice to Company Number of ordinary sharesChristopher John Morris 31 August 2010 47,297,500Perpetual Investments 3 September 2010 29,729,684Anthony Norman Wales 18 August 2009 28,092,384Class of shares and voting rightsAt 14 September 2010 there were 32,388 holders of ordinary shares in the Company. The voting rights attaching to the ordinary shares,set out in clause 50 of the Company’s Constitution, are:“(a) every member may vote(b) on a show of hands every member has one vote, and(c) on a poll every member has:(i) for each fully paid share held by the member, one vote; and(ii) for each partly paid share held by the member, a fraction of a vote equivalent to the proportionthat the amount paid up bears to the total issue price of the share.”Distribution of shareholders of shares as at 14 September 2010Size of holdingOrdinary shareholders1 – 1,000 12,7331,001 - 5,000 14,9485,001 - 10,000 2,73610,001 - 100,000 1,797100,001 and over 174Total shareholders 32,388There were 392 shareholders holding less than a marketable parcel of 52 ordinary shares at 14 September 2010.PAGE 98 Computershare Annual Report 2010

Twenty Largest Shareholders of ordinary shares as at 14 September 2010Ordinary sharesNumber %HSBC Custody Nominees (Australia) Limited 77,958,583 14.03J P Morgan Nominees Australia Limited 71,640,570 12.89National Nominees Limited 63,017,784 11.34C. J. Morris 47,297,500 8.51Welas Pty Ltd 28,092,384 5.05Citicorp Nominees Pty Limited 21,645,601 3.90P. J. Maclagan 14,935,411 2.69RBC Dexia Investor Services Australia Nominees Pty Limited 11,452,745 2.06West Side Investment Management Inc 10,395,000 1.87Cogent Nominees Pty Limited 8,981,160 1.62Australian Foundation Investment Company Limited 8,156,355 1.47M. J. O’Halloran 7,040,000 1.27UBS Nominees Pty Ltd 5,290,745 0.95Computershare Clearing Pty Ltd 4,870,526 0.88CPU Share Plans Pty Limited 4,521,284 0.81ARGO Investments Limited 4,451,166 0.80ANZ Nominees Limited 3,795,933 0.68JP Morgan Nominees Australia Limited 3,276,113 0.59HSBC Custody Nominees (Australia) Limited (Gsco Esca) 3,071,669 0.55AMP Life Limited 2,835,738 0.51Total 402,726,267 72.472-15Overview16-38Governance39-93Financials94-97Reports98-101Further InformationPAGE 99

Office LocationsEdinburghStockholmCopenhagenDublinBristolBrusselsMadridMilanParisJerseySt PetersburgLondonMoscowSamaraFrankfurtViennaRomeMunichDubaiDelhiHyderabadMumbaiBangaloreJohannesburgNorilskKolkataChennaiSingaporePerthIrkutskBeijingHong KongAdelaideTokyoBrisbaneSydneyMelbourneAucklandCalgaryVancouverDenverSan FranciscoLos AngelesMinneapolisChicagoMemphisDallasClevelandTorontoMontrealHalifaxNew YorkSheltonJacksonvilleBostonPAGE 100 Computershare Annual Report 2010

Corporate DirectoryDirectorsChristopher John Morris(Chairman)William Stuart Crosby(Chief Executive Officer)Simon David JonesPenelope Jane MaclaganAnthony Norman WalesArthur Leslie OwenNerolie Phyllis WithnallGerald LiebermanCompany SECRETARyDominic Matthew HorsleyRegistered OfficeYarra Falls452 Johnston StreetAbbotsford VIC 3067Telephone +61 3 9415 5000Facsimile +61 3 9473 2500Share RegistryComputershare InvestorServices Pty LimitedYarra Falls452 Johnston StreetAbbotsford VIC 3067PO Box 103Abbotsford VIC 3067Telephone 1300 307 613(within Australia)+61 3 9415 4222Facsimile +61 3 9473 2500InvESTOR RelationsYarra Falls452 Johnston StreetAbbotsford VIC 3067Telephone + 61 3 9415 5000Facsimile + 61 3 9473 2434Emailinvestor.relations@computershare.com.auWebsite www.computershare.comTo view the Shareholder Review,visit our website:www.computershare.comStock Exchange ListingAustralian Securities ExchangeSolicitorsMinter EllisonLevel 23, Rialto Towers525 Collins StreetMelbourne VIC 3000AuditorsPricewaterhouseCoopersFreshwater Place2 Southbank BoulevardSouthbank VIC 3006Designed and procured byComputershare Communication Services Limited21 Wirraway DrivePort Melbourne VIC 3207Telephone +61 3 9415 5000CONSUMERComputershare uses Greenhouse Friendly TMENVI Carbon Neutral PaperEnvi Carbon Neutral Paper is an Australian Government certifiedGreenhouse Friendly TM Product.PAGE 101

HEAD OfficeComputershare LimitedABN 71 005 485 825Yarra Falls, 452 Johnston Street,Abbotsford, Victoria 3067AustraliaTelephone: +61 3 9415 5000Facsimile: +61 3 9473 2500The Annual Report andShareholder Review are available online:www.computershare.com