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Manager Listings, Melbourne Australian Stock Exchange Limited Level 4, North Tower 525 Collins Street Melbourne Victoria 3000 8 February 2016 UXC Limited ACN 067 682 928 GPO Box 4386 Melbourne 3001

1 Manager Listings, Melbourne Australian Stock Exchange Limited Level 4, North Tower 525 Collins Street Melbourne Victoria February 2016 UXC Limited ACN GPO Box 4386 Melbourne 3001 Vic Australia Level 19, 360 Collins St Melbourne Vic Australia P (613) F (613) UXC Limited Scheme Meeting 8 February 2016 Please find attached the Chairman s Address and Presenation to be given at this morning s Scheme Meeting. Yours faithfully Iona MacPherson Chief Financial Officer & Company Secretary UXC Limited

2 UXC Limited Scheme of arrangement Chairman s address 8 February 2016 Welcome Good morning Ladies and Gentlemen. I would like to begin by welcoming you to today s Scheme Meeting and thank you for your attendance. Before we proceed, a couple of housekeeping matters. Firstly, I ask that you ensure that any mobile devices are turned off. Secondly, in the event of an emergency, please take direction from the UXC staff. My name is Geoff Cosgriff and I am your Chairman for the Scheme Meeting. I have been Chairman of UXC since October 2012 and prior to my appointment as Chairman, I was a Director of UXC for ten years. I would like to acknowledge my fellow board members and UXC s management, staff and shareholders for their support over the years. Today is a significant day in the history of UXC. Today, shareholders will be asked to vote on a proposed Scheme of Arrangement under which Computer Sciences Corporation, would acquire, through its wholly-owned Australian subsidiary, all the shares in UXC for total cash payments of $1.24 per share, including a cash payment of $1.22 per share and an interim dividend of $0.02 per share. Hereafter, I will refer to this arrangement as the Scheme. Business of meeting The purpose of this Scheme Meeting is to seek the agreement of shareholders to the Scheme. It is past 10.00am, being the scheduled start time for the meeting, and now time to commence the Scheme Meeting. Scheme Meeting I am advised that a quorum is present and I therefore declare the Scheme Meeting open. Before I introduce your Directors, I will outline the conduct of today s meeting. I remind everyone that this is a shareholders meeting and only shareholders, appointed proxies, corporate representatives and attorneys have the right to speak at the meeting. We have allowed visitors and press into the meeting. Representatives of Link Market Services, UXC s registry service provider, are present today to assist in the conduct of the meeting. Representatives of Deloitte are also present today in the capacity of Poll Scrutineer. As outlined in UXC s Scheme Booklet dated 21 December 2015, the resolution to be voted on by shareholders at today's meeting will be decided on a poll.

3 With reference to the Scheme Booklet, I have been advised by Computer Sciences Corporation of one update to the Scheme Booklet which I would like to bring to shareholders' attention. Section 6.3(c), which appears on page 23 of the Scheme Booklet, lists Wayne Andrews as a Director of Computer Science Corporation's Australian subsidiary. This Australian subsidiary is the acquisition vehicle. Wayne Andrews has given notice of his intention to resign as an employee and Director of Computer Sciences Corporation's Australian subsidiary and he is being replaced by Stuart Adams, Computer Sciences Corporation's Finance Director in Asia, who is relocating to Australia. I would now like to introduce to you my fellow board members and Directors of UXC: Cris Nicolli, our Managing Director; Geoff Lord, our Deputy Chairman and the founder of the company; Gail Pemberton Director and Chair of the HR & Remuneration Committee; and Doug Snedden Director and Chair of the Audit & Risk Committee. Our remaining two Directors, Brian Mitchell and Jean-Marie Simart are apologies for today s meeting. Also joining us today is Iona MacPherson, UXC s Chief Financial Officer and Company Secretary. I would also like to introduce some of your fellow shareholders, being members of the UXC Executive management team and UXC Business Unit management that are in attendance today: Paul Timmins Chief Operating Officer Ralph Pickering Director of Divestments & Acquisitions Katherine Henry Director of People & Culture Ian Poole CEO of UXC Connect Neil McKinnon CEO of UXC Keystone Keri Eurera Director of Strategic Programs & Marketing Peter Grimes - Director of Sales - Strategic Accounts Michael Visentin Director of Application Management Services I would also like to take the opportunity to acknowledge and thank UXC s current and past employees. UXC has come a long way since we started in We have grown to be Australia s largest locally owned and managed IT services company. Our strategy of identifying, acquiring and integrating complementary acquisitions and expanding into adjacent market segments has proven very successful. We are pleased to present the proposal from Computer Sciences Corporation, as the offer to acquire all of the shares in UXC for cash payments totalling $1.24 per UXC share reflects UXC s strong performance.

4 We are confident that this offer from Computer Sciences Corporation represents value for your UXC shares and provides greater certainty for shareholders than UXC continuing as an independent entity. Every employee of UXC has made an invaluable contribution in us reaching this point. It is not simply a product that Computer Sciences Corporation is acquiring, but the skills and knowledge of UXC staff and the customer relationships that have been developed by UXC staff over many years. I would like to thank our executive team for their contribution to this success, in particular our Managing Director, Cris Nicolli, who will be retiring in Cris has been with UXC for 12 years, including 5 years as Managing Director & CEO and UXC has thrived under his leadership. My fellow board members, thank you for your energy and commitment to the success of UXC and for your invaluable insights around the board table. And finally I would like to thank you, our shareholders, for your support and I encourage you to vote in favour of the Scheme. Resolution proposed to be agreed to The purpose of this meeting is to consider and, if thought fit, to pass the following resolution. This resolution is set out in the notice of meeting which is contained in Annexure D of the Scheme Booklet: That, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the Scheme of Arrangement (the terms of which are described in the Scheme Booklet of which the notice convening this meeting forms part) is agreed to (with or without modification as approved by the Supreme Court of Victoria). The proposal has also been outlined in detail in the Scheme Booklet which was made available to shareholders in accordance with Court orders. The Directors have carefully considered the proposed Scheme and believe that shareholders should vote in favour of the resolution that is proposed today. Each Director intends, in relation to any shares held or controlled by them, to vote in favour of the Scheme at today s meeting. The Independent Expert, KPMG, has concluded that the Scheme is in the best interests of shareholders. A copy of the Independent Expert s Report is included in Annexure A of the Scheme Booklet. No competing proposal has been received to date by UXC and the UXC Directors are not in discussions with any interested third parties. In order for the resolution to be passed, it must be agreed to by: a majority in number of shareholders of UXC present and voting at the meeting (either in person or by proxy); and

5 at least 75% of the total number of votes cast on the resolution at the meeting by shareholders of UXC present and voting at the meeting (either in person or by proxy). Should these majorities be met, the Second Court Hearing will take place on Thursday, 11 February 2016 at 10.00am at the Supreme Court of Victoria. The Court s approval of the Scheme is the final condition. If the Court approves the Scheme, a copy of the Court order approving the Scheme will be lodged with ASIC and the Scheme will become effective. UXC will apply to the ASX for shares to be suspended from official quotation on the ASX from close of trade on this day. Shareholders on the Register at 7.00pm on Friday, 12 February 2016 will be entitled to receive the interim dividend of $0.02 per share, to be paid on Thursday, 18 February Shareholders on the Register at 7.00pm on Friday, 19 February 2016 will be entitled to receive the cash consideration of $1.22 per share in respect of the shares they hold at that point. This payment is expected to be made on Friday, 26 February 2016.

6 UXC Limited ACN Scheme of Arrangement Meeting Geoff Cosgriff UXC Limited Chairman 8 February 2016

7 Chairman s Address Mr Geoff Cosgriff Welcome Business of Meeting Conduct of Scheme Meeting Resolution Question time Proxy Position Voting Procedures and Vote Poll Results Close 2

8 Welcome

9 Business of Meeting

10 Conduct of Scheme Meeting

11 Resolution

12 Resolution The purpose of this meeting is to consider and, if thought fit, to pass the following resolution: That, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the Scheme of Arrangement (the terms of which are described in the Scheme Booklet of which the notice convening this meeting forms part) is agreed to (with or without modification as approved by the Supreme Court of Victoria). 7

13 Requirements to pass the resolution In order for the resolution to be passed, it must be agreed to by: a majority in number of shareholders of UXC present and voting at the meeting (either in person or by proxy); and at least 75% of the total number of votes cast on the resolution at the meeting by shareholders of UXC present and voting at the meeting (either in person or by proxy). 8

14 Timetable to implementation Second court hearing to consider approving the Scheme Thursday, 11 February 2016 Interim dividend record date Friday, 12 February 2016 Interim dividend payment date Thursday, 18 February 2016 Scheme record date - Friday, 19 February 2016 Scheme implementation and payment date Friday, 26 February

15 Questions

16 Proxy Position

17 Proxy Position Proxy results 1 For Against Open (Chairman or Board) Open (Others) Total Proxy votes % For % Against % Open Abstain Votes 177,905,253 3,546,189 26,676, , ,231, % 1.70% 12.86% 205,130 12

18 Voting Procedure

19 Results of the Poll

20 Meeting Close

For personal use only

For personal use only Australian Securities Exchange Company Announcements Platform 21 December 2015 ABN 65 067 682 928 Scheme Booklet registered with ASIC Scheme Booklet, including Independent Expert s Report, registered with