FINANCIAL REPORT TO SHAREHOLDERS

Transcription

1 FINANCIAL REPORT TO SHAREHOLDERS 2000

2 COMPUTERSHARE LIMITED ABN ACN FINANCIAL CALENDAR 7 SEPTEMBER 2000 Announcement of result for the company s 2000 financial year 18 SEPTEMBER 2000 Books close for final dividend 29 SEPTEMBER 2000 Payment of final dividend 10 OCTOBER 2000 Mailing of Annual Report 2 NOVEMBER 2000 Annual General Meeting Melbourne CONTENTS Directors Report 1 Profit and Loss 4 Balance Sheet 5 Statement of Cash Flows 6 Notes to the Financial Statements 7 Directors Declaration 42 Independent Audit Report 42 Shareholder Information 43 Corporate Directory 45 1 MARCH 2001 Announcement of result for the half year ending 31 December MARCH 2001 Books close for interim dividend 23 MARCH 2001 Payment of interim dividend

3 1 COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS REPORT The board of directors of Computershare Limited has pleasure in submitting the balance sheet of the company and the consolidated entity as at 30 June 2000, and the related profit and loss statement and statement of cash flows for the year then ended and report as follows: DIRECTORS The names of the directors in office at the date of this report are: AS Murdoch (Chairman) CJ Morris (Managing Director) PJ Griffin PJ Maclagan JP Shergold AN Wales The qualifications, experience and responsibilities of directors are outlined on pages 40 to 41 of the Report to Shareholders DIRECTORS INTERESTS AND BENEFITS At the date of this report, the direct interests of the directors in the shares of the company were: Name Number of Ordinary Shares PJ Griffin 2,250,000 PJ Maclagan 16,238,928 CJ Morris 52,435,212 AS Murdoch 609,800 JP Shergold 240,000 AN Wales 32,592,384 PRINCIPAL ACTIVITIES The principal activities of the consolidated entity during the course of the financial year were the operation of a computer bureau, operation of share registries, including the administration of employee share and option plans, and the provision of software specialising in share registry, financial and stock markets. There were no significant changes in the nature of the activities of the consolidated entity during the year. DIRECTORS MEETINGS The number of directors meetings (including meetings of committees of directors) and the number of meetings attended by each of the directors of the company during the financial year are: Nomination Remuneration Directors Audit Committee Committee Committee Meetings Meetings Meetings Meetings A B A B A B A B AS Murdoch PR Allen 4 6 PJ Griffin R Hodgkinson 1 3 PJ Maclagan 9 12 CJ Morris EN Pretty 2 4 JP Shergold AN Wales A B Number of meetings attended Number of meetings held during the time the director held office during the year. PROFIT The consolidated profit for the year attributable to the members of Computershare Limited ( Computershare ) was $38,192,143 after income tax and outside equity interests. This represents a 160% improvement on the 1999 result of $14,695,058. DIVIDENDS The following dividends of the consolidated entity have been paid, declared or recommended since the end of the previous financial year: A final ordinary dividend of two cents per share amounting to $2,376,576 fully franked in respect of the year ended 30 June 1999 was paid on 28 September An interim ordinary dividend of half a cent per share amounting to $2,662,438 fully franked in respect of the year ended 30 June 2000 was paid on 28 March A final dividend recommended by the directors of the company in respect of the year ended 30 June 2000, to be paid on 29 September 2000, is an ordinary dividend of half a cent per share amounting to $2,669,263 fully franked. There was a 4 for 1 share split on 12 October 1999.

4 DIRECTORS REPORT (continued) REVIEW OF OPERATIONS Sales revenue was up 34% to $394.9 million for the year. Operating profit after tax attributable to members of the parent entity for the year ended 30 June 2000 was $38.2 million compared to the previous year of $14.7 million, an increase of 160%. Consolidated operating profit before depreciation, amortisation and borrowing costs increased by 63% to $91.4 million for the year. Profit before tax up 116% to $62.5 million from $28.9 million. This was after the group expensed over $30.0 million for systems development and research. The results reflect a strong profit contribution from the United Kingdom share registry business and the continued strong performance of the Australian operations. SIGNIFICANT EVENTS AFTER BALANCE DATE No matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this report or in the consolidated 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, other than: The secured term loan facility of $20.3 million in the UK was repaid in full and terminated on 31 August On 5 July 2000 a final settlement of $59.8 million for the acquisition of the Montreal Trust business took place (refer Note 16). 2 COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Significant changes in the affairs of the consolidated entity during the financial year were as follows: Effective 1 July 1999 Computershare acquired a controlling interest in the Ci Group. Ci is a major service provider to Computershare registry and is a leading provider of electronic documents to the Australian, New Zealand and UK markets with services ranging from laser printing, intelligent mailing, scanning, communication design and electronic delivery. Computershare acquired a 50% interest in Hong Kong s leading share registry business, Central Registration Hong Kong Limited on 20 December 1999 at a cost of $38.9 million. Effective 1 January 2000, the information technology resources of the Computershare group have been brought together to form Computershare Technology Services Pty Ltd ( CTS ). CTS expands upon the activities previously undertaken by Computershare Systems with the core registry development team from Computershare Limited. Effective 1 April 2000, Computershare Investor Services LLC acquired the share registry business of Harris Bank for a consideration of $78.0 million. Effective 1 May 2000 the company acquired American Securities Transfer and Trust Inc for a consideration of $15.2 million. During May 2000, Computershare Investor Services Inc acquired the share registry and corporate trust businesses of Montreal Trust for $149.4 million. The effective dates of acquisition for the share registry business was 1 May 2000 and the corporate trust business was acquired on 1 June In the opinion of the directors there were no other significant changes in the affairs of the consolidated entity during the financial year under review that are not otherwise disclosed in this report or the consolidated accounts. LIKELY DEVELOPMENTS AND FUTURE RESULTS The directors remain confident of the consolidated entity s immediate future. The consolidated entity will continue to pursue its policy of increasing its market share through expansion into local and overseas markets during the next financial year. The directors have excluded from this report any further information on the likely developments in the operations of the consolidated entity and the expected results of those operations in future financial years, as the directors believe that it would be likely to result in unreasonable prejudice to one or more entities in the consolidated entity. SHARE OPTIONS Details of options granted to directors or relevant officers as part of their remuneration are set out in the section of this report headed Directors and Officers Remuneration. Details of shares under option, or issued during or since the end of the financial year due to the exercise of an option, are set out in Note 17 to the financial statements and form part of this report. The names of the employees who currently hold options are entered in the Register of Options kept by the company pursuant to section 216C of the Corporations Law. The register may be inspected free of charge.

5 3 COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS REPORT (continued) DIRECTORS AND OFFICERS REMUNERATION Remuneration of directors and senior executives of the company is established by the Remuneration Committee. Remuneration is determined as part of an annual performance review, having regard to market factors and a performance evaluation process. For executive directors and officers remuneration packages generally comprise salary and superannuation. Executives are also provided with longer-term incentives through the employee share ownership and option schemes, which act to align the executives actions with the interests of the shareholders. The Board meets annually to review its own performance. The non-executive directors are responsible for evaluating the performance of the Chief Executive, who in turn evaluates the performance of all other senior executives. Details of remuneration provided to directors and the five most highly remunerated officers of the consolidated entity for the year ended 30 June 2000 are as follows: Base salary Directors Fee Superannuation Options Other Benefits Total Options granted $ $ $ $ $ $ during the year Directors AS Murdoch 86,249 8,625 94,874 PR Allen 15,000 15,000 PJ Griffin 58,750 5,875 64,625 R Hodgkinson 40,000 2,800 42,800 PJ Maclagan 335,000 33,500 20, ,333 CJ Morris 385,000 38, ,500 JP Shergold 58,750 5,875 64,625 AN Wales 335,000 33,500 13, ,683 Officers M Elliott 254,000 32,900 2,400,000 2,686,900 3,000,000 1 J Leiper 499,492 18, ,111 E Stockdale 355,872 24, ,414 AH Gidley-Baird 276,000 46, ,000 R Randle 247,000 75, ,000 1 Each option entitles the holder to purchase 1 ordinary share. The exercise price of each option is $1.76 per share and the options expire on 15 October Using the Black-Scholes option pricing model, the directors have estimated that the fair market value of the options granted at the grant date was $0.80 each. INDEMNIFICATION OF OFFICERS During the period, the company paid an insurance premium to insure directors and officers of the company and its controlled entities against liability. The directors of the company are as detailed earlier in the report and the contract also covers all executive officers and directors and executive officers of controlled entities. Disclosure of the amount of insurance premium payable and a summary of the nature of liabilities covered by the insurance contract is prohibited by a confidentiality clause in the contract. ROUNDING OF AMOUNTS The parent entity is a company of the kind specified in the Australian Securities and Investments Commission class order 98/0100. In accordance with the class order, amounts in the consolidated financial statements and the Directors report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise. Signed in accordance with a resolution of the directors. AS Murdoch Chairman SYDNEY 25 September 2000 CJ Morris Director

6 PROFIT AND LOSS STATEMENTS For the year ended 30 June 2000 PARENT ENTITY NOTE Operating revenue 2 408, ,849 80,880 36,448 Operating profit before depreciation, amortisation and borrowing costs 91,369 56,186 36,950 15,005 Depreciation and amortisation 2 (25,997) (21,768) (3,376) (2,827) Borrowing costs 2 (2,864) (2,936) (959) (1,541) Operating profit before abnormal items 62,508 31,482 32,615 10,637 Abnormal items 2 (2,536) Operating profit before tax 62,508 28,946 32,615 10,637 Income tax attributable to operating profit 3 (21,906) (14,171) (8,024) (3,607) Operating profit after income tax but before outside equity interests 40,602 14,775 24,591 7,030 Outside equity interests (2,409) (80) Operating profit after tax attributable to members of the parent entity 38,193 14,695 24,591 7,030 Retained profits at the beginning of the financial year 17,872 7,888 13,085 10,766 Total available for appropriation 56,065 22,583 37,676 17,796 Dividends provided for or paid 4 (5,332) (4,711) (5,332) (4,711) Retained profits at the end of the financial year 50,733 17,872 32,344 13,085 The accompanying notes form an integral part of these financial statements. 4 COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000

7 5 COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES BALANCE SHEET as at 30 June 2000 PARENT ENTITY NOTE CURRENT ASSETS Cash 47,764 29,544 19,215 8,238 Receivables 6 121,445 77,297 7,670 4,111 Investments 7 12 Inventories 8 3,485 1,155 Other 9 9,804 2, Total Current Assets 182, ,888 27,489 12,756 NON-CURRENT ASSETS Receivables ,485 49,011 Investments 7 66,519 24, , ,662 Property, plant and equipment 10 90,765 34,290 9,735 11,272 Goodwill ,864 71,430 Intangibles , Other 9 10,526 4,495 1, Total Non-Current Assets 476, , , ,954 Total Assets 659, , , ,710 CURRENT LIABILITIES Accounts payable 13 75,335 31,882 3,935 1,211 Borrowings 14 3,943 17,553 2,372 9,910 Provisions 15 43,979 29,067 8,453 7,831 Other 16 59,822 Total Current Liabilities 183,079 78,502 14,760 18,952 NON-CURRENT LIABILITIES Borrowings 14 85,691 27,861 62,967 26,807 Provisions 15 4,674 6, ,070 Total Non-Current Liabilities 90,365 34,084 63,572 27,877 Total Liabilities 273, ,586 78,332 46,829 Net Assets 386, , , ,881 EQUITY Share capital (a) , , , ,251 Reserves (a) 18 1,336 (481) Retained profits (a) 54,816 17,960 32,344 13,085 Total Equity 386, , , ,881 MEMBERS OF THE PARENT EQUITY OUTSIDE ENTITY INTERESTS (a) Interest in the equity of the consolidated entity: Share Capital 328, ,251 1,827 3 Reserves 1,411 (473) (75) (8) Retained profits 50,733 17,872 4, Total Shareholders Equity 380, ,650 5, The accompanying notes form an integral part of these financial statements.

8 STATEMENT OF CASH FLOWS For the year ended 30 June 2000 PARENT ENTITY NOTE CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers 365, ,343 39,135 33,658 Payments to suppliers and employees (293,403) (252,642) (20,510) (15,183) Dividends received 2, , Interest paid (3,090) (3,262) (1,169) (1,863) Interest received 4,433 2,257 2, Income taxes paid (20,207) (12,539) (8,035) (3,424) Net operating cash flows 28(b) 55,107 37,217 22,807 13,426 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of controlled entities 28(c) (183,276) (331) (1,028) Investment in subsidiary (124,014) Investment in associated entity (38,936) Investment in listed entity (4,728) (19,867) (4,469) (19,867) Investment in unlisted entity (1,147) (3,567) Payments for property, plant and equipment (56,087) (13,411) (1,808) (3,879) Loans granted to other entities (829) (1,880) Loans granted to controlled entities (117,420) (11,016) Loan repayments received 50 Proceeds from sale of property, plant and equipment 266 1, Proceeds from sale of investments 2, Other (965) 1,145 Net investing cash flows (282,834) (36,422) (247,705) (35,753) 6 COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issues of shares 208,265 28, ,265 28,119 Proceeds from borrowings 82,982 5,417 62,000 5,417 Repayment of borrowings (38,423) (7,845) (28,700) Loans from controlled entities 777 1,924 Dividends paid (5,038) (4,668) (5,038) (4,668) Proceeds from finance leases 2,099 1,555 Repayment of finance leases (2,864) (1,569) (1,428) (1,253) Other 815 Net financing cash flows 245,737 21, ,876 31,094 Net increase/(decrease) in cash held 18,010 22,348 10,977 8,767 Cash at the beginning of the financial year 28(a) 29,168 8,231 8,238 (529) Exchange rate variations on foreign cash balances 355 (1,411) Cash at the end of the financial year 47,533 29,168 19,215 8,238 The accompanying notes form an integral part of these financial statements.

9 7 COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Basis of accounting The financial statements have been prepared as a general purpose financial report which complies with the requirements of the Corporations Law, Australian Accounting Standards and Urgent Issues Group Consensus Views. The accounting policies used are consistent with those adopted in the prior year. The financial statements have also been prepared in accordance with historical cost convention and do not take account of changes in either the general purchasing power of the dollar or in the prices of specific assets except for certain assets which, where noted, are at valuation. Principles of consolidation The consolidated financial statements include the financial statements of the parent entity, Computershare Limited, and its controlled entities, referred to collectively throughout these financial statements as the Consolidated entity. All inter-entity balances and transactions have been eliminated. Where an entity either began or ceased to be controlled during the year, the results are included only from the date control commenced or up to the date control ceased. Financial statements of foreign controlled entities presented in accordance with overseas accounting principles are, for consolidation purposes, adjusted to comply with group policy and generally accepted accounting principles in Australia. Foreign currency transactions Foreign currency transactions are converted to Australian dollars at exchange rates approximating those in effect at the date of each transaction. Amounts receivable and payable in foreign currencies at balance date are converted to Australian dollars at the average of the buy and sell rates available on the close of business at balance date. Revaluation gains and losses are brought to account as they occur. The financial statements of all foreign operations are translated using the current rate method as they are considered self-sustaining. Exchange differences relating to monetary items are included in the profit and loss statement, as exchange gains or losses, in the period when the exchange rates change. Where the exchange difference relates to hedging part of the net investment in a self-sustaining foreign operation the exchange difference is transferred to the foreign currency translation reserve on consolidation. Income tax The financial statements apply the principles of tax-effect accounting. The income tax expense in the profit and loss statement represents tax on the pre-tax accounting profit adjusted for income and expenses never to be assessed or allowed for taxation purposes. The provision for deferred income tax liability and the future income tax benefit include the tax effect of differences between income and expense items recognised in different accounting periods for book and tax purposes, calculated at the tax rates expected to apply when the differences reverse. The benefit arising from estimated carry forward tax losses is recorded as future income tax benefit only where realisation of such benefit is considered to be virtually certain. The benefit arising from timing differences is recorded as a future income tax benefit where realisation of such benefit is beyond reasonable doubt. No provision is made for withholding tax on unremitted earnings of applicable foreign incorporated controlled entities as such profits are considered to be permanently invested. Inventories Inventories are valued at the lower of cost and net realisable value. Cost is assigned on a first-in first-out basis. Property, plant and equipment The amounts at which property, plant and equipment are stated in these financial statements are regularly reviewed. Where revaluations are made they are based on reports by independent valuers. The carrying value of property, plant and equipment does not exceed the net amount expected to be recovered through the net cash flows arising from their continued use and subsequent disposal ( recoverable amount ). In assessing the recoverable amounts the relevant net cash flows have not been discounted to their present values. The gain or loss on disposal of revalued assets is calculated as the difference between the carrying amount of the asset at the time of disposal and the proceeds on disposal and is included in the profit and loss of the consolidated entity in the year of disposal. Any related revaluation increment in the asset revaluation reserve at the time of disposal is transferred to retained earnings. Depreciation Items of property, plant and equipment, excluding freehold land and leasehold plant and equipment, are depreciated on a straight line basis at rates calculated to allocate their cost or valuation, less estimated residual value, against revenue over their estimated useful life. Additions and disposals are depreciated for the period held 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). Recoverable amount of non-current assets All non-current assets are reviewed at least annually to determine whether their carrying amounts require write down to recoverable amount. Recoverable amounts for all noncurrent assets are determined using net cash flows that have not been discounted to present values. Investments Controlled entities The investments in the controlled entities are carried in the company's financial statements at the lower of cost and recoverable amount. Dividends are brought to account in the profit and loss statement when they are proposed by the controlled entities.

10 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 8 COMPUTERSHARE REPORT TO SHAREHOLDERS 2000 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) Associated entities Interests in material associated entities are included in non-current investments and 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 subsequently adjusted for increases or decreases in the investor s share of postacquisition results and reserves of the associate. The investment in associated entities is decreased by the amount of dividends received or receivable. Investments in associates are carried at the lower of cost and recoverable amount in the accounts of the parent entity. Detailed equity accounting information concerning the consolidated entity s interests in material associated entities is provided in Note 32. Other investments All other investments are carried in the accounts at the lower of cost or recoverable amount. Dividend income is brought to account when declared. Leases Leases of fixed assets, where substantially all of the risks and benefits incidental to ownership of the assets are transferred to the consolidated entity, are classified as finance leases. Finance leases are capitalised by recording an asset and a liability equal to the present value of the minimum lease payments, including any guaranteed residual value. Leased assets are amortised over the term of the relevant lease or, where ownership is likely to be obtained on expiration of the lease, over the life of the asset. Lease payments are allocated between interest expense and reduction in the lease liability. Operating lease assets are not capitalised and rental payments are charged as against operating profit in the period in which they are incurred. Software development costs Internally developed software and related costs are expensed in the year in which they are incurred. Goodwill On acquisition of a controlled entity, the difference between the purchase consideration plus incidental expenses and the fair value of identifiable net assets acquired is initially brought to account as goodwill or discount on acquisition. In establishing the fair value of the identifiable net assets acquired, a liability for restructuring costs is only recognised at the date of acquisition where there is a demonstrable commitment and a detailed plan. The liability is only recognised where there is little or no discretion to avoid payments to other parties in settlement of costs of the restructuring and a reliable estimate of the amount of the liability as at the date of acquisition can be made. Purchased goodwill is amortised on a straight line basis over the period during which the benefits are expected to arise. These periods have been individually assessed on an entity by entity basis and vary between 5 to 20 years from the date of gaining control. The unamortised balance of goodwill is reviewed at each balance date and charged to profit and loss to the extent that applicable future benefits are no longer probable. Accounting for restructuring costs at acquisition The Group adopts the principles of UIG Abstract 8 Accounting for Acquisitions Recognition of Restructuring Costs as Liabilities in accounting for restructuring costs as liabilities where they are demonstrably committed to the restructuring, and a reliable estimate of the amount of the liability as at the date of the acquisition can be made. Revisions in the estimated amount of restructuring costs which are recognised as a liability as at the date of acquisition are accounted for by adjusting the amount of the liability and the amount of goodwill. These adjustments are made in the reporting period in which the revision in the estimate occurs. Consequential adjustments to reflect the cumulative effect of revisions on the amount of amortisation of goodwill are recognised in the profit and loss statement in the reporting period in which the revision in estimate occurs. Employee entitlements Provision has been made in the financial statements for benefits accruing to employees in relation to annual leave, long service leave, workers compensation and vested sick leave. No provision is made for non-vesting sick leave as the anticipated pattern of future sick leave taken indicates that accumulated non-vesting sick leave will never be paid. All on-costs, including payroll tax, workers compensation premiums and fringe benefits tax are included in the determination of provisions. Vested sick leave, annual leave and the current portion of long service leave are measured at their nominal amounts. The non-current portion of the long service leave provision is measured at the present value of estimated future cash flows, discounted by the interest rate applicable to Commonwealth Government securities maturing in the period the liability is expected to fall due. A 4% per annum rate of increase in employee wage and salary rates was assumed in the present value calculations. Retirement benefits Contributory superannuation and pension plans exist to provide benefits for the consolidated entity s employees and their dependants on retirement, disability or death. The plans are accumulation plans. The employee sponsors contribute to the plans at varying rates of contribution depending on the employee classification. The contributions made to the funds by group entities are charged against profits (refer Note 21(a)). Operating revenue Sales revenue comprises registry and bureau revenue, sale of software licences and associated development, installation and maintenance fees (net of returns, discounts and allowances). Registry and bureau revenue includes all revenue earned on the provision of regular services to customers, primarily fixed monthly maintenance fees and transaction processing fees. Additionally, sales revenue includes all associated revenue earned from managing various client corporate actions, such as capital raisings, demutualisations and takeovers, which occur periodically. Revenue derived from both sources of sales revenue includes variable margin income earned on administered funds, including Share Save Schemes (refer Note 27). In relation to the recognition of any profits and losses on the corporate actions which span reporting periods, where they can be reliably measured, revenue and expenses arising from the project are recognised in the statement of profit and loss by reference to the stage of completion of the project as at balance date. Software licence sales and associated development, installation and maintenance fees are recognised in accordance with written customer agreements so as to match revenue with expenses. Other revenue includes interest income on short-term deposits controlled by the economic entity, royalties and dividends received from other persons.

11 9 COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES Insurance recoveries The consolidated entity recognises amounts receivable under its insurance policies, net of any relevant excess amounts, upon indemnity being acknowledged by the insurers. Financial instruments included in equity Ordinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders. Hedge accounting The economic entity applies the principles of hedge accounting as set out in the relevant Australian Accounting Standards and UIG pronouncements, using both interest rate and foreign currency swaps. To the extent that hedging instruments become ineffective as a hedge of the intended risk all gains and losses are recognised immediately in the profit and loss statement. Financial instruments included in liabilities Loans are recognised when issued at the amount of the net proceeds received, with any premium or discount on issue amortised over the period to maturity. Interest is recognised as an expense on an effective yield basis. Financial instruments included in assets Trade debtors are initially recorded at the amount of the contracted sale proceeds. Provision for doubtful debts is recognised to the extent that recovery of the outstanding receivable balance is considered less than likely. Any provision established is based on a review of all outstanding amounts at balance date. Forward currency exchange contracts are initially recognised as either an asset or liability, at an amount equal to the premium or discount on the forward currency exchange contracts. The assets and liabilities recognised are subsequently remeasured by reference to exchange rates at balance date. The gain or loss on remeasurement is brought to account in the profit and loss statement unless the contracts are entered to hedge anticipated future transactions, in which case the gain or loss is deferred and included in the initial measurement of the anticipated item being hedged. The premium or discount on the forward currency exchange contracts are amortised over the period of the contracts, unless the contracts are entered to hedge anticipated future transactions, in which case the premium or discount is included in the initial measurement of anticipated items being hedged. Bank deposits and loans are carried at cost. Interest revenue is recognised on an effective yield basis. Other investments, including equity interests in non-subsidiary, non-associated corporations are included in investments at the lower of cost or recoverable amount. Dividend income is brought to account when declared.

12 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 2 OPERATING PROFIT PARENT ENTITY Operating profit has been arrived at after including: Operating revenue Rendering of services 394, ,891 40,051 30,277 Other revenue Net foreign exchange gains 149 Dividends received from other persons Dividends received from controlled entity 10,667 Net gains on scheme administration (refer Note 27) 3,959 Interest received from other persons 4,974 2,655 3, Interest received from controlled entities 3,153 2,066 Rent 2, Licence fees received from controlled entities 1,742 1,213 Gross proceeds from the sale of non-current assets 266 1, Share of net results from associates Trust distribution from controlled entities 21,582 2,131 Other revenue items in total 1,732 4, Total Operating Revenue 408, ,849 80,880 36,448 Operating expenses Depreciation and amortisation Depreciation of property, plant and equipment 14,656 13,331 1,950 1,631 Amortisation of: Leased assets 1,790 1,493 1,365 1,196 Establishment costs Software development costs 1, Premium on forward exchange contract Goodwill 8,116 5,853 25,997 21,768 3,376 2,827 Borrowing costs Interest paid to other persons 2,242 2, ,267 Interest paid on finance leases Interest paid to controlled entities ,864 2, , COMPUTERSHARE REPORT TO SHAREHOLDERS 2000 Other operating expense items Systems development and related expenditure 30,779 28,148 5,718 6,334 Operating lease rentals (a) 10,772 10,552 2,453 1,863 Bad debts written off 278 Provision for employee entitlements 1,394 1, Provision for doubtful trade debts 2, Net loss on sale of property, plant and equipment 437 (a) Operating lease rentals includes contingent rentals of approximately $261,000 since the inception of the lease Abnormal items Provision for loss on exit of premises 2,536 Total abnormal items 2,536 Tax effect (430) Total abnormal items after tax 2,106

13 3 INCOME TAX PARENT ENTITY The difference between income tax expense provided in the financial statements and the prima facie income tax expense is reconciled as follows: Operating profit 62,508 28,946 32,615 10,637 Prima facie income tax thereon at 36% 22,503 10,421 11,741 3,829 Tax effect of permanent differences: Amortisation of goodwill not deductible 1,967 1,978 Capitalised costs 99 Research and development allowance (449) (540) (178) (225) Depreciation not deductible Non deductible provisions 561 Recoup tax losses not previously booked (1,893) Benefit of tax losses not brought to account 897 1,181 Foreign tax credits from controlled entity (191) Franked dividend from controlled entity (3,840) Other (91) Prior year tax (over)/under provided (510) 1, Restatement of deferred tax balances due to income tax rate changes 292 (185) 93 Effect of different tax rates on overseas income (2,343) (353) Income tax expense on operating profit 21,906 14,171 8,024 3,607 Total income tax expense comprises additions to: Provision for income tax 26,947 14,379 8,872 5,844 Provision for deferred income tax 916 (1,794) (7) (1,733) Foreign tax credits 705 Future income tax benefit (5,998) (509) (841) (504) Tax effect of profit on sale of shares in parent (refer Note 17) (569) Other (1) (95) 2,095 1 Other represents the tax effect of unrealised foreign exchange gains on loans to controlled entities which have been recorded against the Foreign Currency Translation Reserve. As at 30 June 2000, companies within the consolidated entity had estimated unconfirmed unrecouped income tax losses of $6,091,000 (1999 $9,942,000) available to offset against future years taxable income. The benefit of these losses has not been brought to account as realisation is not virtually certain. The benefit will only be obtained if: a the companies derive future assessable income of a nature and of an amount sufficient to enable the benefits from the deductions for the losses to be realised; b the companies continue to comply with the conditions for deductibility imposed by law; and c no changes in the taxation legislation adversely affect the companies in realising the benefit from the deductions for the losses. 21,906 14,171 8,024 3,607 11

14 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 4 DIVIDENDS PAID OR PROVIDED FOR PARENT ENTITY Dividends paid during the financial year in respect of the previous year fully franked 2,377 2,334 2,377 2,334 Dividends paid and proposed in respect of the current financial year fully franked 5,332 4,711 5,332 4,711 Dividend franking account Retained profits and reserves that could be distributed as franked dividends using franking credits already in existence at 34% ( %) 35,024 16,223 28,295 6,399 5 EARNINGS PER SHARE Basic earnings per share Diluted earnings per share a Weighted average number of ordinary shares used in the calculation of basic earnings per share 506,327, ,173,264 b c d All potential ordinary shares, being options to acquire ordinary shares, are not considered dilutive. Since 30 June 2000 and before completion of these financial statements there has been an issue of 2,638,000 ordinary shares as described in Note 17. Prior period comparatives have been restated to reflect the 4 for 1 split on 12 October COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS RECEIVABLES PARENT ENTITY Current Trade debtors 104,215 75,510 7,539 3,981 Less: Provision for doubtful debts (2,665) (1,275) (604) (85) Trade debtors, net 101,550 74,235 6,935 3,896 Work in progress unbilled at balance date 18, Non-trade amounts owing by other persons 998 2, Interest receivable ,445 77,297 7,670 4,111 Non-Current Non-trade amounts owing by controlled entities 190,485 49,011 Non-trade amounts owing by associated entities 1,329 Less: Provision for doubtful debts (1,255) Non-trade amounts owing by other persons 218 Foreign tax credits ,485 49,011

15 7 INVESTMENTS PARENT ENTITY Current Shares in listed companies 12 Market value 12 Non-Current Investments carried at cost: Shares in listed companies (a) 24,335 19,867 24,335 19,867 Unlisted shares in unrelated entities 2,672 2, Shares in associated entities, equity accounted 38,454 1,609 Shares in associated entities, not equity accounted 1,058 1,140 Unlisted shares in controlled entities 185,255 84,775 66,519 24, , ,662 a Market value of shares in listed companies 14,523 39,754 14,523 39,754 No adjustment has been made to the carrying value of shares in listed companies as the directors believe that there has been no permanent diminution in value. Refer to Note 32 for details of investments in equity accounted associated entities. 8 INVENTORIES Raw materials and stores, at cost 3,485 1,155 9 OTHER Current: Prepayments 9,490 2, Deferred premium on forward exchange contracts ,804 2, Non current: Future income tax benefit 10,526 4,495 1, ,526 4,495 1,

16 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 10 PROPERTY, PLANT AND EQUIPMENT PARENT ENTITY Land at cost (a) 12,052 2, ,052 2, Buildings, freehold at cost (a) 37,633 6,950 2,200 2,200 Buildings, leasehold at cost 1, Buildings, leasehold at valuation, Less: Accumulated depreciation (2,011) (714) (404) (315) 37,360 6,834 1,796 1,885 Total Land and buildings 49,412 9,642 2,696 2,785 Plant and equipment at cost 59,315 30,112 8,740 6,961 Less: Accumulated depreciation (33,123) (16,582) (5,507) (3,809) 26,192 13,530 3,233 3,152 Fixtures and fittings at cost 13,200 6,087 1,120 1,043 Less: Accumulated depreciation (3,176) (1,165) (420) (277) 10,024 4, Motor vehicles at cost Less: Accumulated depreciation (197) (206) (32) (28) Leased plant and equipment 7,577 8,262 5,641 6,242 Less: Accumulated amortisation (3,392) (2,330) (2,622) (1,780) 4,185 5,932 3,019 4, COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 Leasehold improvements Less: Accumulated amortisation (73) (15) (31) (15) Total property, plant and equipment 90,765 34,290 9,735 11,272 a The directors consider that on an existing use basis at 30 June 2000 the current market value of land and buildings is not materially different, in the context of the financial statements, to the cost as presented above.

17 11 GOODWILL PARENT ENTITY Goodwill at cost 327,378 81,750 Less: Accumulated amortisation (18,514) (10,320) 308,864 71, INTANGIBLES Establishment costs Less: Accumulated amortisation (625) (570) 55 Software development costs 2,742 2,742 Less: Accumulated amortisation (2,742) (1,460) 1,282 Other, net , ACCOUNTS PAYABLE Current Trade creditors unsecured 37,846 11,847 1, Forward exchange contract payables (refer Note 27) 2,526 2,526 Other creditors and accruals 34,963 20, ,335 31,882 3,935 1, BORROWINGS Current Bank overdraft (a) Bank loans (b) 15,092 5,000 Other loans unsecured 1, ,000 Loans from controlled entities unsecured 232 3,483 Lease Liability secured (Note 21(b)) 2,567 1,996 1,140 1,427 3,943 17,553 2,372 9,910 15

18 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 14 BORROWINGS (continued) PARENT ENTITY Non-Current Bank loans (b) 20,310 23,700 23,700 Revolving multi-currency facility (c) 61,000 61,000 Lease liability secured (Note 21 (b)) 4,381 4,161 1,967 3,107 The lease liability is secured directly against the assets to which the leases relate. a Bank overdraft is unsecured and is reviewed annually. b Bank loans of $10,092,000 outstanding at 30 June 1999 were repaid in full by 30 June The commercial bill facility of $28,700,000 was fully repaid by year end. The bank loan of $20,310,000 at 30 June 2000 was secured by way of mortgage over The Pavilions and Owen House properties in the United Kingdom and a parent entity guarantee. This loan was repaid in full and terminated on 31 August, The mortgage security has been discharged. c The consolidated entity entered into two revolving multi-currency facilities. The first revolving multi-currency facility of $75,000,000 terminates on 30 June This facility was drawn down to $61,000,000 at 30 June A further revolving multi-currency facility of 75,000,000 was signed on 3 July 2000 and used to fund the final tranche of the acquisition (refer Note 16). This facility terminates on 3 July These facilities are subject to negative pledge agreements which impose certain covenants upon the consolidated entity. 85,691 27,861 62,967 26, COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000

19 15 PROVISIONS PARENT ENTITY Current Income tax 18,742 11,237 5,211 4,372 Employee entitlements (refer Note 19) 9,279 5, ,082 Dividend 3,226 2,377 2,669 2,377 Restructuring of acquired entity* 8,306 8,563 Future services Other 3, ,979 29,067 8,453 7,831 Non-Current Provision for deferred income tax 1, Employee entitlements (refer Note 19) 2,250 1, Future Services Unearned revenue 3,190 * The prior year restructuring provision related to the UK acquisition and was utilised in full with no material revisions to the provision. The current years provision relates to the planned restructuring of the USA and Canadian acqusitions. These costs primarily relate to employee redundancies and office relocations. 4,674 6, , OTHER Current Settlement of acquisition 59,822 The final settlement tranche for the acquisition of the Montreal Trust business occurred on 5 July Upon settlement this liability was refinanced by a long term financing facility (refer Note 14(c)). 59,822 17

20 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 17 SHARE CAPITAL PARENT ENTITY Issued: Ordinary shares: 533,852,607 (118,796, June 1999) 328, , , ,251 Outside equity interests 1,827 3 During the year Computershare Limited increased its investment in the Ci Group from 20% to 50.02% by the payment of cash and issue of Computershare Limited equity to ACN Pty Ltd (the parent entity of the Ci Group). The shares were subsequently sold by the Ci Group at a profit. On consolidation this profit was eliminated and transferred to share capital and the outside equity interest leading to the difference in the share capital of the parent entity and that of the consolidated entity. 329, , , , COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 Ordinary shares During the year ended 30 June 2000 the following alterations were made to the parent company s issued capital: On 31 July 1999, the company issued 48,000 ordinary shares for $1.91 each as a result of the exercise of employee options. On 30 September 1999, the company issued 100,000 ordinary shares for $10.00 in part settlement of the acquisition of a further interest in the Ci Group. On 31 October 1999, the company issued 30,000 ordinary shares for $1.91 as a result of the exercise of employee options. On 31 October 1999, the company issued 356,924,382 ordinary shares as a result of the 4 for 1 share split. On 31 October 1999, the company issued 56,000 ordinary shares for $0.478 as a result of the exercise of employee options. On 30 November 1999 the company issued 100,000 ordinary shares for $0.478 as a result of the exercise of employee options. On 31 December 1999, the company issued 16,000 ordinary shares for $0.478 as a result of the exercise of employee options. On 15 December 1999, the company issued 56,162,020 shares at $ as a result of the exercise of options held by Telstra Corporation Limited. On 31 January 2000, the company issued 22,668 ordinary shares for $0.478 as a result of the exercise of employee options. On 29 February 2000, the company issued 1,447 ordinary shares for $3.00 as a result of a purchase under the employee share purchase plan. On 31 March 2000, the company issued 80,000 ordinary shares for $ as a result of the exercise of employee options. On 31 March 2000, the company issued 272,000 ordinary shares for $ as a result of the exercise of employee options. On 31 March 2000 the company issued 296 ordinary shares for $3.027 as a result of a purchase under the employee share purchase plan. On 30 April 2000, the company issued 40,000 ordinary shares for $3.50 as a result of the exercise of employee options. On 30 June 2000, the company issued 25,000 ordinary shares for $0.478 as a result of the exercise of employee options. On 30 June 2000, the company issued 1,188,000 ordinary shares for NZ$0.521 as a result of the exercise of employee options. Options over ordinary shares Telstra option On 21 June 1999 the company granted options over 56,162,020 (pre-split 14,040,505) unissued ordinary shares to Telstra Corporation Limited. The options were exercisable up to 31 December 1999 at a price of $ (pre-split $14.75). On 15 December 1999 all of these options were exercised. Employee options Computershare Limited has issued the following options over ordinary shares to eligible employees. The options are generally exercisable 3 years after the date granted or earlier in the case of the employee s death or retirement. The options expire 59 months after the date issued. Each option entitles the holder to 1 ordinary share upon exercise.

21 17 SHARE CAPITAL (continued) The details below are after the effect of the 4 for 1 split in October NUMBER NUMBER NUMBER NUMBER NUMBER EXERCISE ON ISSUE ISSUED EXERCISED CANCELLED ON ISSUE NUMBER OF ISSUE DATE EXPIRY DATE PRICE 30/06/99 THIS YEAR THIS YEAR THIS YEAR 30/06/00 RECIPIENTS 26 Jun May 2002 NZ$ ,348,000 1,188, ,000 32, Jun May 2002 $ ,272,000 41,000 3,231, Sep Aug 2002 $ ,194, , ,000 3,600, Sep Aug 2002 $ ,332 80, , , Mar Feb 2003 $ ,738, , ,000 4,170, Mar Feb 2003 $ ,000,000 1,000, Mar Feb 2003 $ ,800,000 1,800, Jul Jun 2003 $ ,000 80, Sep Aug 2003 $ ,000 40, , Sep Aug 2003 $ , , Nov Oct 2003 $ ,000 4, , Feb Dec 2003 $ ,000 72, Apr Mar 2004 $ ,003,224 38, , Jul Oct 2003 $ ,000,000* 3,000, Jul May 2004 $ ,000 40,000 80, , Jul May 2004 $ , , Jul May 2004 $ , , Dec Nov 2004 $ ,000 80, Feb Jan 2005 $ ,422,000 4,422,000 1, Apr Mar 2005 $ ,083,250 1,083, Jun May 2005 $ , , Total 23,178,224 6,369,500 2,111, ,016 26,496,040 2,942 *These options were offered on 16 November 1998 subject to commencement of employment on 1 July On 2 July ,000 options were granted to 13 recipients at an exercise price of $7.95 and with an expiry date of 1 June During the period from 1 July to 25 September ,606,000 employee options were exercised at an exercise price of $0.478, and 32,000 employee options were exercised at a price of NZ$ There are no unissued shares under option as at the date of this report, other than those referred to above. 19

22 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 18 RESERVES PARENT ENTITY Capital redemption reserve Asset revaluation reserve Foreign currency translation reserve 792 (1,025) 1,336 (481) Movement during the year Share premium reserve Opening balance 65,234 65,234 Transfer to share capital 1 July 1998 (65,234) (65,234) Closing balance Asset revaluation reserve Opening balance Closing balance Foreign currency translation reserve Opening balance (1,017) 6,404 Translation of overseas subsidiaries (a) 1,809 (7,421) Closing balance 792 (1,017) a This amount is net of gains and losses on hedge transactions and intercompany loans. 19 EMPLOYEE ENTITLEMENTS 20 COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 a Employee share and option scheme Computershare Limited offers options over 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 the employee s death or retirement. The exercise price of the option is set at an amount equal to the market value of the shares at the date of option grant. Shares in the company are offered to employees on a fully paid up basis through an employee share plan managed by an unrelated entity, Computershare Plan Pty Limited. Shares in the company may be allocated to selected employees in accordance with the employee share plan on an discretionary basis having regard to special circumstances as determined by the remuneration committee. ORDINARY SHARES OPTIONS Total number allocated to employees during the year (restated for 4 for 1 share split) 6,369,500 5,839,224 Total number allocated to employees since commencement of the scheme (restated for 4 for 1 share split) 1,349,084 1,349,084 30,442,724 24,073,224 Proceeds received and receivable from share issues or option conversions during the year ($000s) 1, Options in Computershare Limited are not listed. The market value of the options issued during the period has been estimated at $22,000,000 using a Black-Scholes option pricing model.

23 19 EMPLOYEE ENTITLEMENTS (continued) PARENT ENTITY b Employee entitlements recognised Aggregate employee entitlement liability (Refer Note 15) 11,529 6, ,767 c Employee entitlements not recognised As part of the employees contracts of employment, Computershare Services (South Africa) Pty Ltd will pay for their employees medical costs after retirement. No liability for this benefit was recorded in the accounts of the entity at the date of acquisition. While several employees are presently eligible to receive benefits under this plan, in the absence of a reliable estimate as to the expected future liability, no liability has been recognised at 30 June The cost in respect of employees currently receiving this benefit is expensed as incurred. 20 FOREIGN CURRENCY EXPOSURE Current assets Amounts receivable in foreign currency which are not effectively hedged: Canadian Dollars 23,718 Cyprus Pounds Hong Kong Dollars Irish Punts 2,510 1,355 New Zealand Dollars 1,537 2,721 Philippines Peso Pounds Sterling 38,598 52,098 South African Rand 4,831 2,207 United States Dollars 13, Current liabilities Amounts payable in foreign currency which are not effectively hedged: Canadian Dollars 21,385 Cyprus Pounds 44 Hong Kong Dollars 187 Irish Punts 1,596 New Zealand Dollars ,744 1,499 Philippines Peso Pounds Sterling 11,305 12,306 United States Dollars 7,317 21

24 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 20 FOREIGN CURRENCY EXPOSURE (continued) PARENT ENTITY Non-current assets Amounts receivable in foreign currency which are not effectively hedged: Canadian Dollars 334 Irish Punts New Zealand Dollars 74 6,246 Philippines Peso Pounds Sterling 90,420 39,038 South African Rand United States Dollars 12,602 Non-current liabilities Amounts payable in foreign currency which are not effectively hedged: Irish Punts Pounds Sterling 20,310 The Australian dollar equivalents of foreign currency monetary items included in the balance sheet headings to the extent that they are not effectively hedged, are set out above. These amounts include the payables and receivables of foreign subsidiaries that are not effectively hedged by other foreign currency denominated items. 21 COMMITMENTS 22 COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 a Superannuation commitments The company and its controlled entities maintain 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 set out below: Category 1 Management (employer contributions, voluntary employee contributions of at least 1%) Category 2 Staff (statutory employer contributions, voluntary employee contributions) Category 3 SGC Staff & casual and fixed term employees (statutory employer contributions, voluntary employee contributions) Foreign controlled entities contribute to the funds as follows: United Kingdom entities between 3% and 10% of employees gross salaries Computershare Investor Services Inc between 2% and 10% of employees base salaries Computershare Services (South Africa) Pty Ltd 12.5% of employees gross salaries As at year end there are no retirement plans in existence in the US companies The company maintained one defined benefit superannuation scheme which provides benefits to two employees upon their disability, retirement or death. The company contributes the statutory employer contributions, with voluntary employee contributions being optional.

25 21 COMMITMENTS (continued) PARENT ENTITY b Finance lease commitments Finance lease commitments are payable as follows: Not later than 1 year 2,920 2,278 1,318 1,700 Later than 1 year but not later than 5 years 4,913 4,828 2,161 3,479 Total commitments 7,833 7,106 3,479 5,179 Less: Future finance charges (885) (949) (372) (645) Net finance lease liability 6,948 6,157 3,107 4,534 Reconciled to: Current liability (Note 14) 2,567 1,996 1,140 1,427 Non-current liability (Note 14) 4,381 4,161 1,967 3,107 6,948 6,157 3,107 4,534 Finance leases are entered into as a means of funding the acquisition of minor items of plant and equipment. Rental payments are generally fixed. No leases have escalation clauses other than in the event of payment default. Some leases have purchase options. Where such options exist, they are exercisable at the residual price, which is expected to approximate market prices. No lease arrangements create restrictions on other financing transactions, however the extent of outstanding finance lease obligations is included in the determination of other loan covenants. c Operating lease commitments Operating lease rentals are payable as follows: Not later than 1 year 12,417 7,431 2,616 2,121 Later than 1 year but not later than 5 years 25,644 19,190 2,593 8,801 Later than 5 years 34,780 8,340 6,902 1,463 72,481 34,961 12,111 12,385 Operating leases are entered into as a means of acquiring access to office facilities. Rental payments are generally fixed, but with inflation and/or market escalation clauses on which contingent rentals are determined. Operating lease commitments in respect of the rental of various premises are subject to market review at various intervals. Certain leases include an option to renew. No operating leases contain restrictions on financing or other leasing activities. 23

26 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 22 DETAILS OF CONTROLLED ENTITIES The following were controlled entities at 30 June 2000 and have been included in the consolidated financial statements. The financial year of the controlled entities is the same as that of the parent entity. PERCENTAGE OF SHARES HELD NAME OF CONTROLLED ENTITY PLACE OF INCORPORATION 30/06/ /06/ COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 Computershare Limited Australia (3) ACN Pty Ltd Australia (3) ACN Australia (5) 50 Ci Holdings Limited Australia (5) Ci Limited Australia (5) Ci (UK) Limited United Kingdom (1,5) ACN Pty Ltd Australia (3) ACN Pty Ltd Australia (3) ACN Pty Ltd Australia (4) Computershare Analytics Pty Ltd Australia (6) Computershare Clearing Pty Ltd Australia (3) Computershare Technology Services Pty Ltd (prev. Computershare Systems Pty Ltd) Australia (4) Computershare Systems Ltd United Kingdom (1) Financial Software Development Company Ltd Hong Kong (2) Computershare Limited United Kingdom (1) Exchange Registrars Limited United Kingdom (1) 100 Computershare Trustees Limited United Kingdom (1) Computershare Registry Services Limited United Kingdom (1) Computershare Services PLC United Kingdom (1) Computershare Company Nominees Limited Scotland (1) Computershare PEP Nominees Limited Scotland (1) Computershare Services Nominees Limited Scotland (1) Computershare (Channel Islands) Limited Channel Islands (1) 100 Computershare Inc (prev. Computershare Systems Inc) United States of America (1) Computershare Technology Services Inc United States of America (1) 100 Computershare Investor Services LLC United States of America (1) 100 Computershare Trust Company Inc (prev. American Securities Transfer & Trust Inc) United States of America (1) 100 Client Connections Incorporated United States of America (1) 100 Computershare Investor Services Inc Canada (1) 100 Computershare Services (South Africa) Pty Ltd South Africa (2) Consolidated Share Registrars Ltd South Africa (2) Optimum Registrars (Proprietary) Ltd South Africa (2) Computershare Services (Ireland) Ltd Ireland (1) Computershare Systems (Philippines) Ltd Philippines (1)

27 22 DETAILS OF CONTROLLED ENTITIES (continued) PERCENTAGE OF SHARES HELD NAME OF CONTROLLED ENTITY PLACE OF INCORPORATION 30/06/ /06/1999 Registrars Holdings Pty Ltd Australia (3) Computershare Registry Services Pty Ltd Australia (3) Computershare Registry Services (PNG) Pty Ltd Papua New Guinea CRS Custodian Pty Ltd Australia (4) Global Register (Australia) Pty Ltd Australia (4) Registry Managers (Aust) Unit Trust Australia 100 Sepon (Australia) Pty Ltd Australia (3) Computershare Systems (NZ) Ltd New Zealand (1) Computershare New Zealand Limited New Zealand (1) Computershare Registry Services Limited New Zealand (1) Corporate Registry Services Ltd New Zealand (1) CRS Nominees Ltd New Zealand (1) Sharemart NZ Limited New Zealand (1) Controlled entities audited by other Arthur Andersen member firms. 2 Controlled entities audited by other auditors. 3 These wholly owned companies have entered into a deed of cross guarantee dated 20 July 1998 with Computershare Limited which provides that 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-up of that company. As a result of a Class Order issued by the Australian Securities Commission, these companies are relieved from the requirement to prepare financial statements. 4 These companies became parties to the deed of cross guarantee noted in (3) above on 29 June These companies are considered to be controlled because the consolidated group has control of the investing and financing decisions through its control of ACN Pty Ltd. 6 This company is a small proprietary limited company and is not required to be audited on a stand alone basis. 25

28 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 22 DETAILS OF CONTROLLED ENTITIES (continued) Financial information for the companies that are parties to the deed of cross guarantee are as follows: $000 $000 Computershare Limited Closed Group Balance Sheet Current Assets Cash 21,899 14,409 Receivables 29,399 17,790 Inventories Other 1,290 1,081 Total current assets 52,983 33,609 Non-Current Assets Receivables 132,540 43,252 Investments 203,804 56,602 Property, plant & equipment 13,996 14,898 Goodwill 57,929 39,349 Intangibles 190 1,353 Other 2,942 1,841 Total Non-Current assets 411, ,295 Total Assets 464, ,904 Current Liabilities Accounts payable 8,773 4,877 Borrowings 3,156 6,888 Provisions 19,298 13,388 Total Current Liabilities 31,227 25,153 Non-Current Liabilities Borrowings 63,741 29,202 Provisions 2,924 2,071 Total Non-Current Liabilities 66,665 31,273 Total Liabilities 97,892 56, COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 Net Assets 366, ,478 Equity Issued capital 327, ,251 Reserves Retained profits 38,431 15,682 Total equity 366, ,478 Computershare Limited Closed Group Profit and Loss Statement Operating profit before income tax 43,553 18,219 Income tax attributable to operating profit (15,472) (7,274) Operating profit after income tax 28,081 10,945 Retained profits at the beginning of the financial year 15,682 9,448 Total available for appropriation 43,763 20,393 Dividends paid or provided for (5,332) (4,711) Retained profits at the end of the financial year 38,431 15,682

29 23 DIRECTORS AND OFFICERS REMUNERATION a Directors remuneration The number of directors of the parent entity who received, or were due to receive, remuneration (including brokerage, commissions, bonuses, retirement payments superannuation and salaries) directly or indirectly from the company or any related party, as shown in the following bands, were: PARENT ENTITY $000 $000 $0 $9,999 1 $10,000 $19,999 1 $20,000 $29,999 2 $40,000 $49, $60,000 $69, $90,000 $99,999 1 $100,000 $109,999 1 $200,000 $209,999 1 $330,000 $339,000 1 $350,000 $359,999 2 $380,000 $389,999 2 $420,000 $429,999 1 The aggregate remuneration of the directors referred to in the above bands was $1,476,440 $1,537,080 The total of all remuneration received, or due and receivable, directly or indirectly, from the respective entities of which they are director, or any related party, by all the directors of each entity in the consolidated entity was $10,241,547 (1999 $4,687,645). This amount includes the value of insurance premiums and indemnity payments made for the benefit of directors. 27

30 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 23 REMUNERATION OF DIRECTORS AND OFFICERS (continued) b Remuneration of executives The numbers of executive officers (including executive directors detailed above) domiciled in Australia who received, or were due to receive, directly or indirectly, from the company, or from any related party, a total remuneration (but excluding prescribed benefits disclosed later in this note under "retirement benefits") in connection with the management of the affairs of the company, or any related party, whether as executive officers or otherwise, as shown in the following bands, were: PARENT ENTITY COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 $100,000 $109, $110,000 $119, $120,000 $129, $130,000 $139, $140,000 $149, $150,000 $159, $160,000 $169, $170,000 $179, $180,000 $189,999 3 $190,000 $199, $200,000 $209, $210,000 $219, $240,000 $249, $250,000 $259,999 3 $260,000 $269,999 1 $270,000 $279,999 1 $280,000 $289,999 1 $320,000 $329, $330,000 $339, $350,000 $359, $380,000 $389, $420,000 $429, $2,680,000 $2,689, The aggregate remuneration of the executives referred to in the above bands was $16,013,564 $8,877,458 $5,541,022 $2,131,140 c Retirement benefits There were no retirement allowances paid to directors or principal executive officers of the company and the controlled entities during the period.

31 24 AUDITORS REMUNERATION Remuneration received, or due and receivable, by the auditors of the parent entity and its affiliates for: PARENT ENTITY Auditing or review of financial statements Other services Remuneration received, or due and receivable, by auditors other than the auditor of the parent entity and its affiliates for: Auditing or review of financial statements Other services RELATED PARTY DISCLOSURES a Directors The following directors held the position of director of Computershare Limited during all of the past two financial years, unless otherwise stated: PR Allen (Resigned 5 November 1999) PJ Griffin R Hodgkinson (Resigned 17 September 1999) PJ Maclagan CJ Morris AS Murdoch EN Pretty (appointed 11 February 2000, resigned 6 June 2000) JP Shergold AN Wales Details of directors remuneration and superannuation payments are set out in Note 23. b Directors shareholdings SHARES ISSUED BY PARENT ENTITY Ordinary shares held at the end of the financial year 108,466,324 30,028,580 (There was a 4 for 1 bonus issue on 12 October 1999) Options held at the end of the financial year Dividends received during the year in respect of those shares $1,762,184 $1,323,343 c Other transactions with directors or director-related entities $ $ CJ Morris is a director and major shareholder in Modara Grange Pty Ltd which entered into rental agreements with the company in the ordinary course of of business on commercial terms and conditions. Rent received by Modara Grange Pty Ltd. 20,250 CJ Morris and PJ Maclagan are directors and major shareholders in Ellon Holdings Pty Limited which entered into rental agreements with the company in the ordinary course of business on commercial terms and conditions. Rent received by Ellon Holdings Pty Limited. 230, ,926 29

32 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 30 COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS RELATED PARTY DISCLOSURES (continued) d Wholly owned group The 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 Sales were made between entities Royalties were charged between entities Interest was charged between entities These transactions were undertaken on commercial terms and conditions. e Associated entities Computershare Technology Services Pty Ltd has a receivable of $252,970 (1999 $219,505) from Chelmer Limited. Computershare New Zealand Ltd has a receivable of $1,001,701 (1999 $223,944) from Chelmer Limited. In the year ended 30 June 1999 Computershare Services plc advanced $1,463,985 to Ci UK Ltd. In 1999 Ci UK Ltd made sales of $4,700,274 to Computershare Services plc. In the current year Ci UK Ltd has been consolidated. In the year ended 30 June 1999 Ci Pty Ltd made sales of $30,853 to Computershare Limited. In the current year Ci Pty Ltd has been consolidated. Computershare Technology Services Pty Ltd has made sales of $66,181 (1999 $218,505) to Chelmer Limited. Security Mailing Services Pty Ltd has made sales of $15,584 (1999 $235,205) to Computershare Registry Services Ltd (incorp in New Zealand). Central Registration Hong Kong Limited has paid a dividend of $1,753,168 (1999 nil) to ACN Pty Ltd. f Ultimate controlling entity The ultimate controlling entity of the consolidated entity is Computershare Limited. 26 SIGNIFICANT EVENTS AFTER BALANCE DATE No matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this report or in the consolidated 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, other than: The secured term loan facility of $20,300,000 in the UK was repaid in full and terminated on 31 August On 5 July 2000 a final settlement of $59,822,000 for the acquisition of the Montreal Trust business took place (refer Note 16). 27 FINANCIAL INSTRUMENTS The consolidated entity uses derivative financial instruments to manage specifically identified interest rate and foreign currency risks. The consolidated entity is primarily exposed to the risk of adverse movements in the Australian dollar relative to certain foreign currencies, including the United States dollar and Canadian dollar, and movements in interest rates. The purposes for which specific derivative instruments are used are as follows: Forward exchange contracts are purchased to convert the Australian dollar exposures on the principal repayment obligations on certain borrowings into United States dollar and Canadian dollar exposures. The forward exchange contracts entitle the consolidated entity to receive an agreed amount of Australian dollars, and oblige it pay an agreed amount of the other currency, at the date of maturity of the swap. These contracts convert the effective currency exposure of relevant borrowings so as to match the currency exposure on the net assets of foreign subsidiaries. Forward exchange contracts are also purchased to create a hedge against the net investment in United States and Canadian dollar denominated foreign subsidiaries. In addition, the United Kingdom operations use interest rate swaps to manage the interest rate exposure on certain SAYE schemes as described below. a Administration of Share Save Schemes Computershare Services Plc, a controlled entity of Computershare Limited administers approximately 180 Share Save Schemes on behalf of various listed UK entities, alternatively referred to as Save As You Earn Schemes ( SAYE ). Under such schemes, employees make regular monthly contributions which attract government set interest or bonus credits. The total contribution plus interest is then used by the employees to purchase shares in the sponsoring listed entity. Employees leaving a Scheme early receive interest at reduced rates. Employees monthly contribution are held by a licensed deposit taker who enters into SAYE contracts with the employees, and as such is responsible to repay the principal contribution plus the legislated bonus on maturity of the scheme. Computershare Services plc has been appointed as administrator by the licensed deposit taker and is responsible for scheme management. As agent, Computershare Services plc indemnifies the licensed deposit taker should the return on funds deposited with them not meet the bonus payment required by law. These arrangements create interest rate risk due to the fixed rates payable on employee monthly contributions and the floating interest rate received on balances held by the licensed deposit taker. The Group employs appropriate interest rate risk management techniques, including the use of interest rate swaps, to manage the interest rate exposure. In addition extensive modeling is undertaken to determine the net present value of the forecast cash outflows to employees with adjustments to reflect forecast attrition rates. When attrition occurs, any excess interest rate swaps are closed out. Gains or losses realised on unwinding the swaps vary according to interest rate changes since the inception of the swap. These gains or losses are increased or decreased by the gains made as a result of early scheme leavers receiving a lower bonus. The net gains realised in the period are disclosed in the financial statements as net gains on scheme administration (refer Note 2). These gains are in addition to the operating revenue received from the licenced deposit taker for the administration of the SAYE. b Interest rate risk exposures The consolidated entity is exposed to interest rate risk through primary financial assets and liabilities. The following table summarises the interest rate risk for the consolidated entity, together with effective interest rates as at the balance date.

33 27 FINANCIAL INSTRUMENTS (continued) FIXED INTEREST RATE MATURING IN NON- FLOATING 1 YEAR OVER 1 TO 5 INTEREST AVERAGE INTEREST RATE INTEREST RATE* OR LESS YEARS BEARING TOTAL FLOATING FIXED $ $ $ $ $ % % Financial assets Cash 47,764 47, Trade debtors 101, ,550 Loans 1,072 1,072 47, , ,386 Financial liabilities Bank overdraft Trade creditors 37,846 37,846 Finance lease liabilities 2,567 4,382 6, Other loans 1,145 1,145 Bank loans 81,310 81, Hedge payables 2,526 2,526 81,541 2,567 4,382 41, ,007 * Floating interest rates represent the most recently determined rate applicable to the instrument at balance date. The interest rate exposures set out in the above table do not include the exposure relating to SAYE account balances. Under the schemes there are approximately GBP198 million of employee account balances earning fixed rate as described in Note 27(a). Interest rate swaps of GBP209 million are in place to hedge floating rate receivable against fixed rate payable amounts. The effect of the interest rate swaps is to convert the income margin on adminstered funds to a fixed rate and to hedge the cost of fixed rates credited to employee account balances. c Credit risk exposures Credit exposure represents the extent of credit related losses that the consolidated entity may be subject to on amounts to be received from financial assets. The consolidated entity, while exposed to credit related losses in the event of non-performance by counterparties, does not expect any counterparties to fail to meet their obligations given their high credit ratings. The consolidated entity s exposure to credit risk are as indicated by the carrying amounts of its financial assets. Concentrations of credit risk exist for groups of counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The consolidated entity does not have a significant exposure to any individual counterparty. The consolidated entity minimises concentrations of credit risk by undertaking transactions with a large number of debtors in various countries and industries. The software sales and development segment transacts primarily with the broking and financial markets industry. The registry and bureau sector transacts with various listed companies across a number of countries. The major geographic concentrations of credit risk arise from the location of the counterparties to the consolidated entity s financial assets as shown in the following table: 31

34 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 27 FINANCIAL INSTRUMENTS (continued) $000 $000 Location of credit risk Australia 32,757 16,041 Asia 74 1,291 Canada 23,718 Ireland 1,862 1,356 New Zealand 1,553 2,918 South Africa 4,830 5,673 United Kingdom 23,708 48,577 USA 13, Other 988 1,140 The following table summarises the consolidated entity s credit exposure on derivative financial instruments with a positive net fair value and has been reduced by unfavourable contracts with the same counterparty pursuant to master netting agreements, which will not be settled before the favourable contracts. These swaps relate to the group s administration of numerous SAYE schemes. 102,622 77, $000 $000 Derivatives Interest rate swaps SAYE schemes 40,710 31,868 40,710 31, COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 d Net fair value of financial assets and liabilities The carrying amounts of trade debtors, trade creditors, finance leases and loans approximate their fair values CARRYING NET FAIR CARRYING NET FAIR AMOUNT VALUE AMOUNT VALUE Derivatives Foreign exchange contracts (2,526) (2,526) Interest rate swaps SAYE schemes 40,710 31,868

35 27 FINANCIAL INSTRUMENTS (continued) e Foreign Exchange The following table summarises by currency the Australian dollar value of forward foreign exchange agreements. Foreign currency amounts are translated at rates current at the reporting date. The buy amounts represent the Australian dollar equivalent of commitments to purchase foreign currencies, and the sell amount represents the Australian dollar equivalent of commitments to sell foreign currencies. Contracts to buy and sell foreign currency are entered into from time to time to hedge the net investment in foreign operations AVERAGE EXCHANGE RATE BUY SELL BUY SELL CURRENCY United States dollars: Over 3 months to 12 months ,853 Canadian dollars: Over 3 months to 12 months ,646 Total 126, NOTES TO THE STATEMENT OF CASH FLOWS a Reconciliation of cash For the purposes of the Statement of Cash Flows, cash includes cash on hand and at bank and short-term deposits at call. Cash as at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related items in the Balance Sheets as follows: PARENT ENTITY Cash at bank and on hand 28,401 20,860 19, Bank overdraft (231) (376) Short-term deposits 19,363 8,684 7,864 47,533 29,168 19,215 8,238 33

36 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 28 NOTES TO THE STATEMENT OF CASH FLOWS (continued) b Reconciliation of operating profit after income tax to net cash provided by operating activities PARENT ENTITY Operating profit after income tax 40,602 14,775 24,591 7,030 Adjustments for non-cash income and expense items: Depreciation of property, plant and equipment 14,656 13,331 1,950 1,631 Amortisation of leased assets 1,790 1,493 1,365 1,196 Amortisation of establishment costs Amortisation of premium on forward exchange contracts Amortisation of goodwill 8,116 5,853 Amortisation of software development costs 1, Foreign exchange (gains)/losses unrealised ,032 (Profit)/loss on sale of non-current assets (6) (3) Share of results from associates 1,182 Other (700) (4) Changes in assets and liabilities: (Increase)/decrease in accounts receivable (39,478) 8,221 (6,679) (2,459) (Increase)/decrease in prepayments 13 (2,176) 117 (211) (Increase)/decrease in inventory 211 1,241 (Increase)/decrease in investments (236) (Increase)/decrease in other assets (6,157) (2,022) (944) (455) Increase/(decrease) in trade creditors 37,039 (12,560) 2, Increase/(decrease) in foreign exchange contracts payable (2,525) (2,525) Increase/(decrease) in income tax payable 7,346 1, ,422 Increase/(decrease) in provisions (9,710) 5, Increase/(decrease) in deferred taxes 946 (1,794) (7) (1,733) Increase/(decrease) in reserves (96) 1, COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 Net cash provided by operating activities 55,107 37,217 22,807 13,426

37 28 NOTES TO THE STATEMENT OF CASH FLOWS (continued) c Controlled entities acquired or formed The following controlled entities were acquired or formed by the consolidated entity at the dates stated and their operating results have been included in the profit and loss statement from the relevant date. CONSIDERATION PROPORTION OF ENTITY DATE ACQUIRED SHARES ACQUIRED $000 $000 Computershare Services (Ireland) Pty Ltd 1 July % 4,457 Computershare Services (South Africa) Pty Ltd 1 November % 4,966 Computershare Trustees Limited 4 November % Computershare Systems (Philippines) Ltd 16 November % 500 Computershare Inc 9 December % Computershare Company Nominees Limited 20 January % Computershare Services Nominees Limited 20 January % Computershare Services Nominees Pty Ltd 17 March % Computershare PEP Nominees Limited 6 April % ACN Pty Ltd ( the Ci Group) 1 July % 2,660 Ci (UK) Limited 1 July % Ci Limited 1 July % Computershare (Channel Islands) Limited 3 September % Computershare Technology Services Inc 28 January % Exchange Registrars Limited 1 April % 1,368 Computershare Investor Services LLC 1 April % 78,000 Computershare Trust Company Inc (prev. American Securities Transfer & Trust Inc) 1 May % 15,200 Computershare Investor Services Inc 1 May June % 149,384 Client Connections Incorporated 2 June % 836 Total consideration 247,448 9,923 35

38 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 28 NOTES TO THE STATEMENT OF CASH FLOWS (continued) The amounts of assets and liabilities acquired by major class are: COMPUTER COMPUTER ACN SHARE SHARE AMERICAN PTY LTD AND INVESTOR INVESTOR SECURITIES EXCHANGE CLIENT ITS CONTROLLED SERVICES SERVICES TRANSFER & REGISTRARS CONNECT- ENTITIES INC LLC TRUST INC LIMITED IONS INC Cash 1,010 2,869 3,879 6,579 Receivables 2,880 18,103 2,765 1,384 25,132 2,696 Prepayments , , Investments 8 8 Inventories 362 2,127 2, Property, plant and equipment 3,713 5,714 3,229 1, , Intangible assets including goodwill on acquisition 3, ,932 73,885 11,325 1, ,565 6,941 Accounts payable (2,229) (21,452) (894) (2,568) (1,629) (28,772) (3,494) Borrowings consolidated entity (1,547) (1,547) Borrowings (1,229) (1,229) (1,981) Provisions (820) (8,653) (4,093) (894) (14,460) (1,715) 5, ,384 78,000 15,200 1, ,301 9,879 Less outside equity interest (2,853) (2,853) Consideration paid and payable 2, ,384 78,000 15,200 1, ,448 9,879 Outflow of cash to acquire the entities, net of cash acquired: Less: consideration shares issued (1,200) Less: consideration paid in prior periods /payable in future periods (1,364) (59,822) (61,186) Less: future services to be Provided at no charge ( 1,812) Other acquisition costs Less: Cash balance acquired (1,010) (2,869) (3,879) (6,579) 36 COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 Outflow of cash ,562 78,893 12,331 1, ,

39 28 NOTES TO THE STATEMENT OF CASH FLOWS (continued) d Financing facilities Members of the consolidated entity have access to the following financial arrangements: PARENT ENTITY Facilities Bank overdraft facilities 10,582 10,814 5,000 5,000 Leasing facility 6,948 6,157 3,107 4,535 Committed cash advance facility 10,092 Revolving multicurrency facility 75,000 75,000 Commercial bill facility 23,700 28,700 23,700 28,700 Term loan facility 20,310 Other facilities 1,000 1,000 Total facilities 137,540 55, ,807 38,235 Facilities utilised Bank overdraft facilities Leasing facilities 6,948 6,157 3,107 4,535 Committed cash advance facility 10,092 Revolving multi-currency facility 61,000 61,000 Commercial bill facility 28,700 28,700 Term loan facility 20,310 Other facilities 1,000 1,000 Total facilities utilised 89,489 45,325 65,107 33,235 Unused facilities 48,051 10,438 42,700 5,000 e Non-Cash transactions During the period Computershare Limited issued 100,000 fully paid ordinary shares valued at $1,000,000 in part settlement for the acquisition of a further interest in the Ci Group. As at 30 June 2000 the vendor of the Montreal Trust business financed the final settlement tranche of $59,822,000 for the acquisition of the Montreal Trust business. This amount was refinanced on 5 July Refer Note 16 and Note 28(c). 37

40 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 38 COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS CONTINGENT LIABILITIES Contingent liabilities at balance date, not otherwise provided for in these financial statements are categorised as follows: 29.1 Guarantees and Indemnities A guarantee and indemnity of $75,000,000 (1999 nil) has been given to one of the consolidated entity s bankers by Computershare Limited, Computershare Technology Services Pty Limited, Computershare Registry Services Limited, Computershare New Zealand Limited, Computershare Registry Services Ltd (incorp in NZ), Computershare Ltd (incorp in UK), Computershare Services PLC, Computershare Inc, Computershare Investor Services LLC and Computershare Services (Ireland) Ltd as security for the parent entity s facilities (Note 14). A guarantee and indemnity of $23,700,000 (1999 $28,700,000) has been given to the consolidated entity s primary bank by Computershare Limited, Computershare Technology Services Pty Limited, Computershare Registry Services Limited, Computershare New Zealand Limited and Computershare Registry Services Ltd (incorp in NZ) as security for the parent entity s facilities (Note 14). Guarantees of $5,345,823 (1999 $602,818) have been given by Computershare Limited as security bonds in respect of leased premises. A bank guarantee of $270,000 (1999 $20,000) has been given in respect of facilities provided to Computershare Clearing Pty Ltd. A bank guarantee of $250,000 (1999 $250,000) has been given in respect of facilities provided to Sepon Australia Pty Ltd. A guarantee has been given by Computershare Limited of $20,310,000 (1999 nil) has been given in respect of facilities provided to Computershare Limited incorporated in UK. Bank guarantees of $623,179 (1999 $643,344) have been given to Computershare Limited as security for performance by Computershare Technology Services Pty Ltd in relation to certain customer contracts. Guarantees given by Computershare Services (South Africa) Pty Ltd in respect of housing loans $244,000 (1999 $235,000) Legal Matters During the financial year Computershare commenced legal proceedings against Perpetual Registrars Limited (PRL), Perpetual Trustees Australia Limited (PTA) and Christopher Hamilton (an employee of Australian Stock Exchange Limited) alleging that PRL had breached obligations of confidentiality and other provisions of the Bureau Services Agreement between Computershare, PRL and PTA pursuant to which Computershare has provided computer bureau services to PRL since September Computershare has sought among other things, destruction of confidential information in the possession of the defendants, damages and a declaration that Computershare was entitled to terminate the Bureau Services Agreement for this default. The defendants are defending the action and have counter claimed against Computershare alleging that enforcement of various provisions of the Bureau Services Agreement would be in contravention of the Trade Practices Act. Further, Computershare has also commenced legal proceedings against PRL and PTA to recover outstanding fees and charges of approximately $1 million payable to Computershare by PRL under the Bureau Services Agreement. On 17 July 2000 both proceedings were joined by the Supreme Court and ordered to be transferred for hearing in the Federal Court of Australia. The Board of Directors of Computershare is confident that Computershare will succeed in these proceedings and is endeavouring to expedite the hearing of the proceedings.

41 30 CAPITAL EXPENDITURE COMMITMENTS PARENT ENTITY Less than 1 year: Fitout of premises 3,337 Purchase of equipment 212 3, SEGMENT INFORMATION The consolidated entity operated within the computerised share registry and bureau and technology services industry within Australasia, South Africa, USA, Canada and the United Kingdom in the year ended 30 June REVENUE FROM CUSTOMERS OUTSIDE INTERSEGMENT OPERATING PROFIT THE ECONOMIC ENTITY REVENUE TOTAL REVENUE BEFORE INCOME TAX TOTAL ASSETS $000 $000 Industry: Registry and Bureau Services 397, , , ,846 74,937 32, , ,081 Technology Services 11,366 23,172 4,020 15,386 23,172 (12,652) (3,196) 18,391 14,238 Eliminations (4,187) (169) (4,187) (169) 223 (71) Consolidated 408, , , ,849 62,508 28, , ,319 Geographic: Australia 155, ,438 30,134 5, , ,110 27,579 21, , ,123 New Zealand 10,094 9, ,117 10,949 10,974 (91) (25) 11,110 13,949 South Africa 27,159 8,520 27,159 8,520 9,268 1,532 13,156 10,329 United Kingdom 164, ,696 7,793 1, , ,699 18,167 5, , ,151 Ireland 9,904 3, ,905 3,069 1, ,166 6,871 Asia 1, , (200) 1, USA 20, ,565 1,313 (265) 120, Canada 19,896 19,896 3, ,732 Unallocated 223 (71) Eliminations (38,829) (7,967) (38,829) (7,967) Consolidated 408, , , ,849 62,508 28, , ,319 39

42 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000 CONTINUED 32 ASSOCIATED ENTITIES $000 $000 Share of associated entities operating profit/(loss) before income tax 2, Share of associated entities income tax (387) (177) Share of associated entities profit after tax 1, Amortisation of goodwill (1,101) (55) Share of associated entities dividends (1,753) (60) Cessation of equity accounting for Ci Pty Ltd and Ci (UK) Limited (236) Initial introduction of equity accounting for Chelmer Ltd (90) Share of associated entities retained profits at the beginning of the financial year 236 Share of associated entities retained profits/(losses) (1,272) 236 Share of post-acquisition movements in associated entities reserves (16) Cost of investment 39,726 1,389 Equity accounted amount of investment 38,454 1,609 Goodwill Goodwill on acquisition of associates at cost 8,214 1,104 Accumulated amortisation (1,101) (55) Goodwill on acquisition of associates 7,113 1,049 Details of interests in associated entities are as follows: CARRYING AMOUNT PRINCIPAL PLACE OF PERCENTAGE OF BALANCE 2000 NAME ACTIVITIES INCORPORATION OWNERSHIP DATE $ COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 Equity accounted Ci Pty Ltd Laser Imaging Australia N/A( %) 30 June Ci (UK) Limited Laser Imaging United Kingdom N/A( %) 30 June Central Registration Hong Kong Limited Share Registry Hong Kong 50%(1999 0%) 31 Dec 38,356 Chelmer Limited* Technology Services New Zealand 50%( %) 30 June 98 *Not previously equity accounted as not previously material 38,454

43 32 ASSOCIATED ENTITIES (continued) CARRYING AMOUNT PRINCIPAL PLACE OF PERCENTAGE OF BALANCE 2000 NAME ACTIVITIES INCORPORATION OWNERSHIP DATE $000 Not equity accounted Reliable Mailing Services Ltd Mailing House New Zealand 17%( %) 30 June 350 Ci NZ Ltd Laser Imaging New Zealand 50%(1999 0%) 30 June 708 Total investments in associated entities 39,512 1,058 Aggregate carrying amount of investments in associates TOTAL RETAINED OTHER ARRYING PROFIT RESERVES COST AMOUNT Opening balance 236 (16) 2,529 2,749 Investment in associates 39,644 39,644 Share of associates net profit 1,672 1,672 Cessation of equity accounting for Ci Pty Ltd & Ci (UK) Limited (236) 16 (1,389) (1,609) Introduction of equity accounting for Chelmer Ltd (90) (90) Dividends from associates (1,753) (1,753) Amortisation of goodwill (1,101) (1,101) Share of associates movement in reserves Closing balance (1,272) 40,784 39,512 Contingent liabilities There are no material contingent liabilities in respect of associates as at 30 June Commitments The share of associates finance lease commitments is $254,339 (1999 $339,835) The share of associates operating lease commitments is $1,466,681 (1999 $1,306,906) 41

44 DIRECTORS DECLARATION The directors of Computershare Limited declare that: a the financial statements and associated notes comply with the accounting standards and Urgent Issues Group Consensus Views; b the financial statements and notes give a true and fair view of the financial position at 30 June 2000 and the performance of the company and consolidated entity for the year then ended; c in the directors opinion; i there are reasonable grounds to believe the company will be able to pay its debts as and when they become payable, and the companies and parent entity who are a party to the deed described in Note 22, will together be able to meet any obligations or liabilities to which they are, or may become subject by virtue of the deed of cross guarantee dated 20 July 1998; and ii the financial statements and notes are in accordance with the Corporations Law, including sections 296 and 297. Made in accordance with a resolution of the directors. AS Murdoch Chairman CJ Morris Director SYDNEY 25 September 2000 INDEPENDENT AUDIT REPORT 42 COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000 To the Members of Computershare Limited: Scope We have audited the financial report of Computershare Limited for the financial year ended 30 June 2000 as set out on pages 4 to 42. The financial report includes the consolidated financial statements of the consolidated entity comprising the company and the entities it controlled at the year s end or from time to time during the financial year. The company s directors are responsible for the financial report. We have conducted an independent audit of the financial report in order to express an opinion on it to the members of the company. Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards and other mandatory professional reporting requirements and statutory requirements in Australia, so as to present a view which is consistent with our understanding of the company s and the consolidated entity s financial position and performance as represented by the results of their operations and their cash flows. The audit opinion expressed in this report has been formed on the above basis. Audit opinion In our opinion, the financial report of Computershare Limited is in accordance with: a) the Corporations Law, Including: i) giving a true and fair view of the company s and consolidated entity s financial position as at 30 June 2000 and of their performance for the year ended on that date; and ii) complying with Accounting Standards and the Corporations Regulations; and b) other mandatory professional reporting requirements. Arthur Andersen Charted Accountants 25 September 2000 Ivan M Wingreen Partner, Melbourne

45 SHAREHOLDER INFORMATION This section contains additional information required by the Australian Stock Exchange Limited listing rules not disclosed elsewhere in this report. SHAREHOLDINGS Substantial Shareholders as at 6 September 2000 The number of shares held by the substantial shareholders listed in the company s register of substantial shareholders were: NAME NUMBER OF ORDINARY SHARES Finico Pty Limited 53,335,212 Welas Pty Limited 34,392,384 Class of shares and voting rights At 6 September 2000 there were 15,375 holders of ordinary shares in the company. The voting rights attaching to the ordinary shares, set out in Article 43 of the company s Articles of Association, are: a b c every member may vote on a show of hands every member has one vote 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 proportion which the amount paid up bears to the total issue price of the share. At 6 September 2000 there were 26,206,540 options over ordinary shares issued to eligible employees at the absolute discretion of the board. The options are exercisable 3 years after the date granted or earlier in the case of the employee s death or retirement. Distribution of shareholders as at 6 September 2000 SIZE OF HOLDING ORDINARY SHAREHOLDERS 1 1,000 5,515 1,001 5,000 6,368 5,001 10,000 1,352 10,001 and over 2,140 Total shareholders 15,375 There were 50 shareholders holding less than a marketable parcel of 65 ordinary shares at 6 September

46 SHAREHOLDER INFORMATION (continued) Twenty Largest Shareholders as at 6 September 2000 ORDINARY SHARES NUMBER % Finico Pty Limited 53,335, Chase Manhattan Nominees Ltd 36,966, Welas Pty Limited 34,392, Westpac Custodian Nominees 33,224, Telstra Corporation Limited 25,806, Royal Bank of Scotland plc 25,470, National Nominees Limited 25,220, PJ Maclagan 16,788, MJ O Halloran 15,650, Citicorp Nominees Pty Ltd 11,649, AMP Life Limited 9,319, ANZ Nominees Limited 8,957, Australian Foundation Investment Company Limited 8,800, Queensland Investment Corporation 8,552, HSBC Custody Nominees (Australia) Limited 5,924, Perpetual Nominees Limited (CSFB A/c) 4,983, MLC Limited 4,718, Commonwealth Custodial Services Limited 4,456, RHO Invest Pty Limited 3,837, GL Ryan 3,369, Total 341,422, COMPUTERSHARE FINANCIAL REPORT TO SHAREHOLDERS 2000

47 CORPORATE DIRECTORY DIRECTORS Alexander Stuart Murdoch (Chairman) Christopher John Morris (Managing Director) Peter John Griffin Penelope Jane Maclagan John Phillip Shergold Anthony Norman Wales COMPANY SECRETARIES Anthony Norman Wales Darryl John Corney REGISTERED OFFICE Trenerry Crescent Abbotsford Victoria Australia 3067 PO Box 103 Abbotsford Victoria Australia 3067 Telephone Facsimile STOCK EXCHANGE LISTINGS Australian Stock Exchange Limited The New Zealand Stock Exchange SOLICITORS Minter Ellison Level 23 / Rialto Towers 525 Collins Street Melbourne Victoria 3000 AUDITORS Arthur Andersen 360 Elizabeth Street Melbourne Victoria 3000 SHARE REGISTRY Computershare Limited Trenerry Crescent Abbotsford Victoria Australia 3067 PO Box 103 Abbotsford Victoria Australia 3067 Telephone Facsimile BANKERS National Australia Bank Limited 271 Collins Street Melbourne Victoria 3000 Australia and New Zealand Banking Group Limited 287 Collins Street Melbourne Victoria 3000 The Royal Bank of Scotland plc Holborn London UK EC1N 2TH

48 If you can imagine each piece of information we manage as a drop of water, you will begin to appreciate that combined, these drops form a vast ocean that spans the world. Through superior technology and service, Computershare manages oceans of information for a vast array of companies, investors, exchanges and intermediaries in the global financial markets.