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REPORT TO SHAREHOLDERS 2000

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Page 1: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

REPORT TO SHAREHOLDERS

2000

Page 2: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

Hundreds of millions of people around the world own stocks and shares. Every day, these investors receive dividends, are sentreports and communicate with the companiesthey invest in.

When investors buy and sell shares, companiesneed to know who their new owners are. But the relationship between companies andtheir investors can be much richer. Increasingnumbers of companies are looking for new and exciting ways to add value to their

relationships with investors and employees,using for instance, internet services, sharetrading services, shareholder loyalty programsand employee incentive arrangements usingstock, shares and options.

Looking after all these tasks is a lot of work forany organisation to manage. Increasingly aroundthe world, that organisation is Computershare.

Combining technology systems and professionalservices we manage more than 52 million stockand share holder account holders for over 7,000companies around the world. Our international

network meets the needs of companies andtheir owners, and provides them with excitingnew services and products we develop. From global shares for the largest transnationalorganisations to online IPOs for the newestdot.com; from internet access for investors and issuers to technology systems for stock exchanges and financial marketparticipants, we offer services globally that our competitors cannot.

Computershare – local access, global service.

COMPUTERSHARE LIMITED ABN71005485825

OCEANS OF INFORMATION

Page 3: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

1

ATYOUR

FINGERTIPS

Page 4: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

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CONTENTS

Highlights 03

Chairman and Managing Director’s Report 04

The Computershare Story 10

The Global Registry 14

Product Overview 18

Regional Reports 20

Board of Directors 40

Directors’ Report 42

Profit and Loss 45

Balance Sheet 46

Statement of Cash Flows 47

Corporate Governance 48

Glossary 49

Office Locations 50

Corporate Directory 52

HIGHLIGHTS

Abigyearahead

Page 5: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

3

INTO ASIAIn December 1999, we acquired a 50%interest in Central Registration Hong Kong Limited. This strategic purchase provides an entry to the Asian market and plays an important role in our global registry ambitions.

See page 37

NORTH AMERICAIn early February we acquired the stock transfer business of Harris Bank (USA), giving us a 5% share of the NorthAmerican market, equivalent to four million accounts. Our next step came in April when we cemented our NorthAmerican position by acquiring the stock transfer businessof Montreal Trust (Canada), giving us two thirds of theCanadian market. We followed this with the purchase of Montreal Trust’s (Canada) corporate trust business, andexpect this strategic expansion to be of significant benefit.

See pages 11, 31

THE GLOBAL REGISTRY As we move to implement our full range of technology systems in offices in the UnitedKingdom, Ireland, South Africa, Hong Kong,Canada, the United States, Australia and New Zealand, the basis of Computershare’sglobal registry strategy is now a reality.

See page 14

UK SHOWCASEThis past year saw the purchase of ‘The Pavilions’ building in Bristol and the consolidation of several UK sites into one central complex. The Pavilions stands as Computershare’smodel share registry facility, with the organisation’s complete range of technology and professional services for the management of company registers.

See page 28

A STRONG POSITIONDespite the frenetic ebb and flow of the new economy stocks our company has maintained its strong position, placing us in the ASX top 30 with a capitalisation of A$4.57 billion as at 30 June 2000.

See pages 5,7

STRENGTH IN NUMBERSAnother strong year in all regions together with a consolidation of our technology division contributed to a record result for the group.

See page 6

A NEW DIVISIONEffective 1 January 2000, we consolidated the Computersharegroup’s information technology resources to form a newdivision known as Computershare Technology Services Pty Ltd (CTS). CTS encompasses the activities handled by the exchange, broker and registry systems developmentgroups, customer service, and global IT infrastructure support. A single, focused leadership structure, headed by Penny Maclagan and supported by 350 staff, will ensure we maximise our technology developmentefforts across the globe.

See page 22

Page 6: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

4

THIS YEAR WE COMPILEDSOME QUESTIONS MOSTCOMMONLY ASKED OF COMPUTERSHARE BY OUR SHAREHOLDERS.OUR CHAIRMAN SANDYMURDOCH AND MANAGINGDIRECTOR CHRIS MORRISRESPONDED, DISCUSSINGNEW DEVELOPMENTS, COMPANY PERFORMANCEAND THE BUSINESS ENVIRONMENT AFFECTINGCOMPUTERSHARE.

CHAIRMAN AND MANAGING DIRECTOR’S REPORT

HOW WOULD YOUDESCRIBE THE PAST 12 MONTHS?Computershare had another extremely exciting and successful year. We increased revenues to $409 million, an increase of 35%, with a record EBITDA of $91.4 million,an increase of 63%, giving us an after tax profit of $38.2 million, up 160% on last year. Our strategy is to establish market sharethrough initial acquisition, implement ourtechnology platform and expand regionalmarket share through organic growth. We can achieve this because of our ability to deliver economies of scale, our speed to market and our continuing expenditure on research and development, which was over $30 million this past year.

The year’s figures reflect our decision to concentrate on what we know best – the shareregistry business. In the past 12 months we’ve strived to lower costs and aggressivelyoccupy our regional markets around the world. We know we have the best technologysystems and we’re working hard to remain focused on our clients’ needs in each region while managing our continuingglobal expansion.

That, together with the fact that we now haveoffices across all major time zones, means wenow have the basis of our global registry plan,which provides us with a unique competitiveadvantage in the international securities market.

We’ve broadened our product range, extended our range of professional services and expanded globally in an effort to provide our clients, and the market in general, with the most comprehensive range of securitiesregistration services available today.

It was especially pleasing to see strong contributions from the UK operation. It hasgone through tremendous change in the past 18 months to become our model registry,with the complete service and technologyoffering of our share registry services at onefacility, called The Pavilions.

IN WHAT AREAS HAVE YOU EXPANDED THE COMPANY?In December 1999 we announced that we hadacquired a 50% interest in Hong Kong’s leadingshare registry business, Central RegistrationHong Kong Limited, in partnership with HSBCHoldings plc.

The addition of the Hong Kong registry to ourbusiness was a conscious decision to establishan operation in the Asian region to support our global registry strategy. The high level ofcross ownership between Hong Kong and theUK offers an ideal opportunity to demonstrate our global registry abilities, and we see ourpartnership with HSBC as being a very positivefirst step in a long and fruitful relationship.

Our foray into the North American market hasbeen the most exciting development for us this past year. With acquisitions of stocktransfer businesses (what we call shareregistry) in the United States and Canada, we now have a strong presence in the region.But we won’t be slowing down. On thecontrary, we see enormous opportunities for implementing our technology in thesebusinesses, as well as offering new levels of professional services to our clients there.

We recognise there will be a lot of change, particularly in systems consolidation and general infrastructure support, before we can realise the expected benefits from the North American operations. But we’velearnt a great deal from our UK experience and we’re confident we can achieve verypositive results from the North Americanoperation quite soon. After all, we’ve acquiredgood, solid performing businesses with strong client bases. It’s now up to us to deliverthe Computershare difference to our clients.

And that’s where we can leverage off ourexpertise in other world markets as well as our technology advantage. Our experiencewith employee stock option plans anddemutualisations puts us at the forefront ofstock transfer operations anywhere in theworld. And when you add our ability to integratemultiple registers across multiple regions yousoon realise that we have a great opportunityfor gaining new business in many markets.

We now have strong management in each ofour regional offices coordinating the expansionof the business in these areas, so we’reconfident of further success and growth.

Page 7: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

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HOW IS THE TECHNOLOGYCOMPONENT OF THEORGANISATION BEINGMANAGED?In January we restructured the informationtechnology resources of the Computersharegroup to form Computershare TechnologyServices Pty Ltd (CTS). CTS manages all software development, IT infrastructure andcustomer service for all of our operationsaround the world. We thought it made sense to have a single division in control of all our IT needs, both present and future, because the efficiencies we can achieve by spreadingcosts over a wider base are significant. Our Director of Software, Penny Maclagan, is overseeing the division, allowing us to keeptighter control on the group’s IT requirements.

We’ve already seen the benefits from thisrestructure flow through, from sharedresources in support and development staff, to savings in infrastructure costs across a larger business base.

91,3

69

31,18

6

56,1

86

10,6

62

8,061

2000

1999

1998

1997

1996

EBITDA$000

Operating profit before depreciation amortisationand borrowing costs increased by 63% overthe last financial year.

Sandy Murdoch ChairmanComputershare Limited

Chris Morris Managing Director and CEOComputershare Limited

Page 8: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

WHAT’S THE OUTLOOK FOR THE EXCHANGE AND BROKER GROUP? After a very successful implementation of ourASTS trading system in the New Zealand StockExchange last year, we’ve had quite a fruitfulperiod for the group, with new versions of our ASTS, ORMS and SMARTS systems rolledout to new and existing client sites acrossEurope and Asia.

Our most recent win is the agreement tosupply a screen-based electronic optionstrading system to the Pacific Exchange (PCX) in San Francisco. The agreement is by far the largest deal we’ve done for our tradingsystem and we now have a relationship with the third largest options exchange in the world. We’re confident that deal is just the start in a long and mutually beneficialrelationship with PCX.

WHAT ARE THE ISSUESWITH THE GLOBALREGISTRY?We realise there is an issue with global terminology but we see it as a challenge ratherthan a problem.The terms ‘share registry’,‘transfer agent’ and ‘transfer secretary’ are synonymous, and are localised referencesto the generic task of managing a company register. We are aware of what each region’srequirements are, and how each operates, so we’re confident we can manage the globalbusiness effectively.

We still have some way to go to deliver thebenefits that a global registry can provide, but our geographic positioning is a verypositive start. After all, we already occupystrong positions in more than eight regionallocations around the world. It’s now time to aggressively expand those positions andwe’ll do this by further implementing innovativetechnology systems, as well as via organicgrowth. One of our major challenges is toprove to our clients and our competitors thatwe’re here to win business on the basis of our service and technology offerings, ratherthan by acquisition alone. After all, our clients don’t pay for our technology, they pay for what it can do for them.

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CHAIRMAN AND MANAGING DIRECTOR’S REPORT

FINANCIAL HIGHLIGHTS

Profit June 2000 June 1999

Sales revenue ($000) 394,864 293,891

Earnings before interest, depreciation,amortisation and tax ($000) 91,369 56,186

Profit attributable to shareholders after tax ($000) 38,193 14,695

Balance Sheet

Total assets ($000) 659,445 248,319

Total shareholders’ equity ($000) 386,001 135,733

Performance Indicators

Basic earnings per share 7.5 cents 3.2 cents

Return on shareholders’ equity 10% 11%

Net tangible asset backing per share 12 cents 12 cents

Net debt to equity 26.4% 11.7%

Earnings before interest, depreciation,amortisation and tax / interest 32 times 19 times

Current assets / current liabilities 148% 141%

Staff numbers at 30 June 4,300 2,591

Page 9: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

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WHAT ADMINISTRATIVETASKS HAVE YOU TACKLEDTHIS YEAR?We recently arranged a $150 million unsecureddebt facility with our bankers. These fundswere used to assist in the settlement of ourrecent acquisitions and at the same timeimprove the structure of our balance sheet.

We also implemented a global risk manage-ment strategy, combining risk identification,compliance, internal audit and insurance.Bringing these together under a singlestructure enabled the group to take a holisticapproach to the management of risk within the ever-expanding organisation. The strategywill help reduce costs in the operation of thegroup as it continues to grow.

We further strengthened our managementteam at a regional level to support the growingglobal infrastructure and numerous localoperations. One of the direct benefits resultingfrom this is that while strengthening ourmanagement capabilities in all regional areas,we are reducing the dependency uponcorporate support, as has been the case todate. To this end Chris Morris has temporarilymoved to Chicago to coordinate the strategicexpansion of the group in North America.

At the same time it’s amazing how thingschange in twelve short months. At this timelast year we announced that Mark Elliott would relocate to the UK to manage theregistry operations in that region. Due to ourNorth American expansion, with Chris Morristemporarily moving to the US, Mark hasremained in Australia as Chief OperatingOfficer to manage the established registryoperations around the world, includingAustralia, New Zealand, the United Kingdom,Hong Kong, Ireland and South Africa. His frequent visits to our international officeshas contributed to a positive effect on thegroup’s operations.

During the year Telstra reduced its holding and the strategic alliance ceased.

659,

445

TOTAL ASSETS$000

248,

319

212,

220

43,5

63

23,6

84

2000

1999

1998

1997

1996

394,

864

SALES REVENUE$000

293,

891

147,

038

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14,5

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1999

1998

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1996

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0

GLOBAL STAFF NUMBERS

2,59

1

2,05

3

154

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1999

1998

1997

1996

53,6

80,8

47

GLOBAL SHAREHOLDER NUMBERS

37,4

07,5

68

29,3

64,8

52

11,4

43,7

07

7,208

,352

2000

1999

1998

1997

1996

Page 10: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

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CHAIRMAN AND MANAGING DIRECTOR’S REPORT

WHAT WERE THE NEWBUSINESS HIGHLIGHTS? In May, Computershare shares were includedin the Morgan Stanley Capital International-Standard Index. This has attracted increaseddemand for the shares from global index fund managers.

Other highlights for the year included the successful conclusion of the demutualisationof Old Mutual in our South African operation,which included a dividend payment in 5 currencies across 49 countries; and theprivatisation of Telecom Eirann (now known as Eircom) by our Dublin Office, which saw more than 600,000 forms processed by our EDC system, taking our Irish register to nearly 850,000 shareholder accounts.

ANY FURTHER DEVELOPMENTS WITH THE YEAR IN GENERAL? The company continues to be strong, evenwith the turbulence in world markets earlierthis year. It reflects the market’s confidence in our organisation as a whole, but also in the way we have continued to makestrategic acquisitions and manage theseeffectively while remaining cognisant of ourexisting operations. We’ll continue in this veinand look for opportunities that fit our strategy.

There was some confusion about the legalaction with ASX-Perpetual Registrars. Contrary to some reports, we did not sue the ASX or at any time try to prevent the ASX-Perpetual joint venture from proceeding. We are concerned about protecting ourintellectual property, which we’ve spent thepast 20 years developing into the world’s best share registry system.

WHAT DOES THE FUTURE HOLD FORCOMPUTERSHARE?Our primary goal is to cement our position as the largest global registry and to continue to grow the business, whether through a possible European expansion or further acquisitions in our existing markets.

— Australia— Canada— Channel Islands— Hong Kong— Ireland— New Zealand— South Africa— United Kingdom— United States of America

COMPUTERSHARE LIMITED

— Australia— New Zealand— South Africa— United Kingdom

— Australia— New Zealand— United Kingdom

SECURITIES REGISTRATION SERVICES

— Australia— Canada— Philippines— United Kingdom— United States of America

TECHNOLOGY SERVICES

INVESTOR RELATIONS DESIGN/PRINT/MAIL

GROUP STRUCTUREPlease refer to the office locations directory for contact details

Page 11: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

ORMS

SCRIP

EDC

SUMMIT

Analytics

Ci Limited

Investor CentreSMARTS

SMARTS

ASTS

INVESTOR

REGULATOR

EXCHANGE

REGULATOR

BROKER

LISTED COMPANY

Issuer Online

/REGISTRY/TRANSFER AGENT

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Along the way we want to continually increase efficiencies, foster strong growth and look for new opportunities. We can do this because we have a strong executive team managing our international expansion,capitalising on our global presence and globalregistry concept to maximise opportunitiesprovided by the growing acceptance of globalshares, upcoming demutualisations, employeeshare plans and the advantages our globalregistry can provide.

Our continued commitment to R&D will ofcourse feature highly in our plans as we are a service business enhanced by the best technology. And with our recent win to supplyPCX with our advanced trading system for their options market, we’re confident of further success for our exchange products.

HOW ARE YOUR MANAGEMENT AND STAFF TEAMS?We would like to extend a special welcome to all our new staff that have joined theComputershare team this year, particularlyin the new regions of the United States ofAmerica, Canada and Hong Kong.

We acknowledge the contributions of all ourstaff, and particularly those who have made the special commitment to live in othercountries to assist Computershare in achievingits aims. Two of our directors, Penny Maclaganand Tony Wales, have again spent considerableportions of the year in the UK and NorthAmerica, and we recognise their significantcontributions in establishing Computershare in these regions.

We would also like to take this opportunity to restate that our staff are the reason for oursuccess today, as well as the future success of the company, and we’d like to remind them all that we do appreciate their continuedefforts to keep Computershare at the forefrontof our industry.

The year ahead will bring a host of challenges,but we’re confident we will remain flexible,adaptable and open to change so that we can react quickly to any opportunities that we identify. We’re looking forward to a year of further global growth for Computershare.

SHARE TRADE CYCLEIf you take a typical sharetransaction from the investor through to the listedcompany you will find thatComputershare can provideinnovative products andservices at each stage of the transaction lifecycle. STOCK BROKERS…Use ORMS to manage their trade orders, ASTS to execute the trade and SUMMITto facilitate settlement of money for securitiesand manage client accounts.

MARKET REGULATORS…Use SMARTS to monitor the market to ensure it is fair and orderly for all participants.

THE STOCK EXCHANGE…Uses our ASTS trading platform to manage the trading cycle, and the SMARTS surveillancesystem to ensure a fair and equitable market.

THE REGISTRY/TRANSFER AGENT…Uses our world class SCRIP system to manage the daily administration of companyshare registers all around the word.

LISTED COMPANIES…Are able to explore and interrogate thecompany share register via our web–based information service, Issuer Online. They also use Analytics and Ci to communicate with their shareholders.

INVESTORS…Are able to view personal share holding details via our web–based information service,Investor Centre.

Page 12: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

A MATTER OF RIGHT TIME, RIGHT PLACE...occurred in 1997 with the introduction of new regulatory requirements in Australiaprohibiting accounting firms from simultaneouslyfunctioning as auditor and registrar for publiclylisted companies. It wasn’t long beforeComputershare was a dominant share registrybusiness, acquiring registrars in New Zealandand Australia that were already using our world-class registry system, SCRIP.

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LIFE AS WE KNOW IT...began in1978 when Computershare was established as a computer bureau service provider of specialist share registry software for the Australian securities industry. We rapidly gained a reputation for innovativesolutions for share register management.

b.1978

THE COMPUTERSHARE STORY

WE FLOATED...in 1994, listing on the Australian and New Zealand Stock Exchanges with an initialmarket capitalisation of A$36 million. We rapidly extended our range of products and services to the securities industry throughthe acquisition of proprietary technology in financial systems software for securitiesexchanges, regulators, brokers and other key market participants.

1994

Page 13: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

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OUR INTERNATIONAL AMBITIONS TOOK OFF...when we acquired the registry business of the Royal Bank of Scotland in 1998, a leadingsupplier of registry services to companies in the United Kingdom. Shortly afterwards wepurchased the registry business of the AlliedIrish Bank in Ireland, and later that year weacquired a significant stake in the South Africanshare registry market. South Africa’s similarfinancial markets framework to the name-on-register model of Australia and the United Kingdom allowed Computershare to efficiently implement its technology solutions. A 50% stake in the Hong Kong registrybusiness established Computershare’s Asianposition and marked the start of ourrelationship with HSBC.

1998-99

TO SUMMARISE... Computershare is the largest registry (transfer agent) in the world and the only global registrar. More than 4,300 staff manage in excess of 52 million shareholderaccounts for close to 7,000 companies in eight international locations.This representsa cumulative client capitalisation of more than A$1.7 trillion and disbursement of clientdividends of around A$25 billion per annum.

TODAY!

NORTH AMERICAN DRIVEAs an entry point to the vast North American market,Computershare acquired the stock transfer businesses of Harris Bank and the Trust Company of the Bank of Montreal. That was soon followed by the purchase of Montreal Trust’s Canadian stock transfer and corporatetrust businesses in an exciting strategic expansion of our core business that promises synergies for all parties.

SEE OVER...

Page 14: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

12NORTH AMERICAN DRIVE

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Our primary aim is to establish Computershare’scredentials in the world’s most competitivemarketplace. We’re confident we can do thiswith our technology products supported by the professional services teams we haveheaded by Steve Rothbloom in the US andRuss Waterhouse in Canada.

The North American operations contributegreatly to our global registry strategy, becausewe are now placed in all major time zonesaround the world. The pool of resources weare able to draw from is rich in experience,and has a depth of expertise that isunmatched in the industry.

For example, the demutualisation team we have assembled in New York consists of three people who, between them, have been responsible for almost every majordemutualisation in the US. When we add to this the balance of our global experience in Australia, the UK and South Africa we can justifiably argue our credentials in thismost important field.

The recent moves to create a ‘Global Share’ in the US is a most interesting initiative that, in a sense, provides foreign issuers with an alternative to ADR’s when listing in the US. Global shares are no stranger to us as we have a large number of companies with multiple international listings in their ordinaryclass of shares. Because of this we can bringsome valuable experience to the developmentof this product in the US. It is our intention to work towards developing a model for usein the US that will benefit all Computershareclients who are listed (or want to list) in the US.

The management of employee stock optionplans is another area where we haveconsiderable expertise and we expect this to be a growth area for us in the region due to the considerable advantages we canoffer with our technology systems anddistributed office locations.

We have enormous space to grow and operate in a market that offers a wide range of opportunities. These opportunities are not confined to transfer agency (shareregistry) and related value added productofferings, but broaden to include our trading system (already accepted by PacificExchange for its options market) and oursurveillance systems.

The US offers a greater degree of visibility in both local and international markets giving rise to a range of opportunities thatcover the gamut from strategic alliances to joint ventures with organisations that offersynergies and potential for growth.

We’re very excited at the prospects ahead of us in this new market.

ABIGGERPOND

THE UNITED STATES IS THE BIGGEST SECURITIES MARKET IN THE WORLD.OUR 5% SHARE OF THE US MARKET

GENERATES HALF THE REVENUE OF OUR 60%SHARE IN THE AUSTRALIAN MARKET

Page 16: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

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AS THE TRADITIONAL BORDERS OF FINANCIAL MARKETSCONTINUE TO BLUR AND TECHNOLOGY RAPIDLY DRIVESTHE PACE OF CHANGE, WORLD MARKETS ARE REALISINGTHE BENEFITS OF CONSOLIDATED REGISTER MANAGEMENT.COMPUTERSHARE HAS ACKNOWLEDGED THIS DEVELOPMENTAND TAKEN THE OPPORTUNITY TO LAUNCH THE WORLD’SFIRST TRULY GLOBAL REGISTRY STRATEGY.

The Global Registry’s advantages include theability to facilitate efficient movement of stockbetween registers in different countries (cross-border settlement of trades), consolidatedreporting on the shareholder database, and the coordinated management and distributionof corporate actions.

In time, as we move to implement our technology systems in all of our internationaloffices, our clients are poised to benefit fromthe advantages of a network of internationalregistries. These advantages will be particularlyrelevant to companies involved indemutualisation, those with multi-nationalshareholders, employee share option plans or multiple listings.

Page 17: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

KOPENEGLOBALSTRY

17

Of course it also simplifies administration,because companies need only deal with onesupplier in multiple countries. Importantly,one integrated database significantly easesmanagement of employee share plans, which are often complex to administer,especially for multi-national corporations.

To maintain Computershare’s localised service,each regional office has a relationship managerwho can manage the clients needs forexample billing and dividend distribution in the currency of its choice. Also, shareholdershave the convenience of local inquiry facilitiesand the future will see investors accessingmulti-market and global portfolio information.

One of the many exciting possibilities openedup by a global registry is the capacity to offertruly global shares. At present shareholders in multiple jurisdictions (for instance as a result of a cross-border merger) generally use someform of depository receipt or other instrumentand incur additional costs that imposeinefficiencies on international shareholders.However a global share, in association with a global registry, allows holders in allmarkets to hold exactly the same instrument.The benefits of this include easier and cheapercross-border settlement, increased efficiencyof corporate actions and shareholdercommunications, and access to up-to-dateconsolidated reports of the whole register bythe issuer.

Computershare’s Global Registry can makeglobal shares a reality.

Page 18: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

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COMPUTERSHARE GLOBAL REGISTRY

Theglobal registrylocalaccessglobal services

GlobalsharesGlobal Shares is a relatively new concept for listing a company’ssecurities on multiple markets. Traditionally companies who wanted to list or raise capital outside their home market wouldissue another class of security – often a depository receipt in the target market. Global Shares allow companies to issue the same security with all the rights and entitlements of thoselisted in the home market.

Computershare is uniquely positioned to support Global Sharesthrough its global registry presence, depository connections and technology reach into the major markets around the globe.

Experience thedifferenceOur expertise in computer bureau systems has allowed us to achieve enormous efficiencies in the areas of sharing resources across international boundaries and specialised technology infrastructure. In addition, our experienced staff are able to share their business expertise between international offices, helping to facilitate productive and profitable operations.

Page 19: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

NOON

LONDON

EDINBURGH

CHANNEL ISLANDS

BRISTOL

JOHANNESBURG

DUBLIN

3PM 6PM

UK/European/African regional support

WebAccessto register information

across theworld

Online informationOur online services provide investors and issuersaround the world with a comprehensive range of web based information regarding share and stock holdings and the company share register.

Issuer Online allows our clients to easily exploretheir company register, view top holder reports and have real time access to company information.

Investor Centre allows investors to view holding balances, dividend details, and company shareprices as well as the ability to download a range of forms to initiate changes to the register.

Further services for brokers, institutions and advisers will be available soon.

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ADELAIDE

BRISBANE

SYDNEY

HONG KONG

MANILA

LOS ANGELES

CA

MELBOURNE

PERTH

AUCKLAND

VANC

9PM MIDNIGHT 9AM

Asia/Pacific regional support

24hourtechnica

Global incentives Our expertise in Employee Share Ownership Plan administrationhas been identified as a significant growth market for Computershare,particularly in the United States, where the total value of employeeholdings is estimated at approximately 7% of the market capitalisationof all US companies. Plans are also being actively encouraged in the UKmarket and are increasingly being used as incentives for employeesof companies around the world.

While plan administration is a specialist function, there are substantialsynergies in operating this value-added function as an adjunct to thecore share registry/transfer agent function.Our technology integratesplan and underlying share administration,enabling companies to deal with a single service provider. In addition,our global position enablesus to better service large multinational companies whose employeebase is spread around the world. These advantages uniquely positionus to take advantage of this growing market opportunity.

Resource richOur pool of experienced staff is always available and can be seconded to any office around the world to work on specific projects as needed.

LocalWith customer supwe provide local ainvestors, with the in local currenciesmanagement of thto shareholders ac

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DENVER

DALLAS

ALGARY

EDMONTONQUEBEC ST JOHN’S

HALIFAX

NEW YORK

MONTRÉAL

TORONTO

CLEVELANDCHICAGO

COUVERWINNIPEG

6AM 3AM

North American regional support

rs,7daysal support

DemutualisationteamThe staff making up our Demutualisation team have managed some of thelargest privatisations and demutualisations in history, including Equitable Life and John Hancock in the United States, Halifax and Powergen in the UK,Old Mutual in South Africa, and AMP in Australia.

Our global registry abilities, combined with our demutualisation management experience, give us a unique position in the offering of these services.

DatacaptureElectronic Data Capture (EDC) collects large volumes of information from shareholder forms via high speedimaging systems, which interface directly into our technology systems. The benefits for our clients and us include fast and accurate data capture, lower data entry costs and increased efficiency in the management of company registers.

accesspport centres in each country,access for our clients and their

ability to manage client funds.One example of this was our

he recent Old Mutual dividendcross 49 countries in 5 currencies.

16

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Interactive Voice Response (IVR)Easy shareholder information

Using touch-tone telephones, IVR allows shareholders to obtain details of their holdingsand other information in specific companies.

Ci LimitedOne stop shop

A 50.02% stake in Ci Limited rewardsComputershare clients with the full benefits of our global presence. Ci Limited’s 300employees in Australia and the UK operate at the forefront of electronic document management to formulate a variety of communications solutions ranging from laserprinting, intelligent mailing, communicationdesign and electronic document delivery.

Computershare AnalyticsRegister analysis

Computershare Analytics offers share ownership and share trading analysis services to listed companies in Australia,New Zealand, Asia and the United Kingdom.

SERVICES OVERVIEW

Securities Registration Services Expert management of company registers

Legal and statutory obligations requirecompanies to follow a set of rules for the management of shareholder registers. Part of this is to keep shareholders informedand where applicable, pay dividends. These tasks are usually performed by aprofessional share registry, relieving a company of this burden and acting as thefirst point of contact for shareholder inquiries.

Computershare is the world’s largest share registry (termed ‘Stock Transfer Agent’ in North America), and the only global registrar.Our 4,300 staff manage in excess of 52 millionshareholder accounts for close to 7,000companies in eight international locations.

Our network of international operations offersclients efficient daily management of companyshare registers and employee share plans, and assistance in corporate actions such asfloats, rights issues, bonus issues, takeovers,mergers, capital reconstructions and dividendreinvestment plans.

Other facilities offered include management of company meetings, proxy processing,mailing, document management, IPOs,demutualisation management and call centreservices.

Electronic Data Capture (EDC)High volume data capture

The introduction of EDC allows Computershareto process very large volumes of documentswhile directly updating a company register,thus ensuring integrity and efficiency of data entry.

PRODUCT OVERVIEW

COSMOSThe global system for the new century

COSMOS is Computershare’s new systemdesign that will be the basis of all future products. This client-server, object-orienteddesign enables a modular approach to systemcustomisation. COSMOS’ component-basedclient server technology and evolutionary functionality ensures a streamlined process,supporting Computershare’s global registry plan.

SCRIPThe proven registry system

SCRIP links to stock exchange settlement systems around the world and maintains up-to-date records of company registers in real-time. It handles everything from data entry,inquiries and reporting, through to companymeetings, employee share plans, dividends,rights issues, bonus issues, floats and more. Its diverse functionality also allows forIVR, Internet inquiry and online updating.

PRODUCT AND SERVICES OVERVIEW

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19

Automated Securities Trading System (ASTS)Making the trade happen

ASTS is a trading system for global securitiesexchanges. Modelled on a high-performanceopen platform, ASTS deploys multi-instrument,multi-currency, multi-function trading facilitiesto more than ten international exchanges.

Order Routing Management System (ORMS)Scans multiple markets for the best deal

ORMS is a high performance, fault tolerant system that allows brokers and fund managersto manage and route orders to multiple markets (equities, derivatives, fixed interest)from a single workstation. It is specificallydesigned to allow the management and routingof orders across geographical boundaries, different time zones and multiple exchanges.

Securities Markets Automated ResearchTraining and Surveillance (SMARTS)Automated market regulator

SMARTS is a powerful market surveillance and information system that alerts authoritiesto any improprieties and assists in ensuring a fair and efficient market.

SMARTS AnalyticsIdentifies trading opportunities across multiple markets

SMARTS Analytics is a comprehensive data analysis system that serves as a tool for brokers to identify tradingopportunities across a variety of markets.

SUMMITAutomates the settlement process

SUMMIT is designed for the Australian and New Zealand environments and has revolutionised the broker back officemodel by providing brokers with the mechanism for efficient processing, from order entry through to settlement.

CHAMPConnects Australian participants to CHESS

CHAMP is a PC-based software system thatseamlessly connects our Australian brokingand institutional clients to the Australian Stock Exchange’s CHESS settlement system.

Investor CentreGet information off the web

Investor Online allows investors in companiesfor whom Computershare acts as share registrar/ transfer agent to obtain the latest informationconcerning their shareholding, as well as dailystock prices and graphs.

Visit www.computershare.com

Issuer OnlineObtains data without the expense of a dedicated terminal

Issuer Online is a web-based service thatreplaces the need for company personnel to use a dedicated SCRIP terminal to accesstheir company register information.

Exempt MarketsAllows viewing of live bids and offers

Exempt markets enable companies to offertheir shareholders some liquidity without takingon the full range of obligations that come witha stock exchange listing. Computershare usesits ASTS stock exchange trading system tomatch buyers and sellers on exempt marketsprovided for shareholders in companies thatare clients of our registry business in Australia.

.INFORMATION.WHATEVER YOU NEED

IT TO BE.

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REGIONAL REPORTSESTABLISHED REGISTRY OPERATIONS

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ESTABLISHED REGISTRYOPERATIONS REPORTGlobal

WHO ARE YOU AND WHAT DO YOU DO?I am the Chief Operating Officer of theComputershare Group of Companies. Since our acquisition of registry and corporatetrust operations in North America we havedesignated our North American businesses as ‘emerging market’ and our existingoperations as ‘established registry’. My role is to oversee the established registryoperations and to coordinate their activities on a global scale.

In addition, I am the General Counsel of the Computershare Group of Companies andmanage an internal legal function togetherwith the coordination of the many externallegal advisors to the Group.

It was intended that I would reside in theUnited Kingdom this year to fulfil my role and duties. However, the relocation of our Managing Director, Chris Morris, to Chicago to oversee our North Americanoperations meant that I was required to remain in Australia and regularly commute to our various international offices, principally in South Africa and the United Kingdom.

WHAT EXACTLY IS THE ‘ESTABLISHED’ REGISTRY AND WHAT IS ITS ROLE IN THE GLOBAL REGISTRY?The established registry operations aroundthe world include Australia, New Zealand,Hong Kong, South Africa, the United Kingdom,Ireland and the Channel Islands. These areexisting businesses that have been acquiredby Computershare over the past few yearsand which have significant market sharesin each region.

Our primary goal is to continue to make ourregional businesses competitive and profitablethrough the use of innovative technology,better service and efficient processes in theday to day management of company registers.

The importance of the established registry group is demonstrated in the acknowledgementthat it is the foundation of our global registrysince, when added to our North Americanoperations, it provides the basis for globalshares to become a reality.

WHAT IS THE FOCUS FOR THE BUSINESS?A vital element of our global registry is theefficient management of our established registryoperations to ensure effective communicationand business development between ourrespective offices around the world. I facilitatethis by overseeing and coordinating the activitiesof these regional operations.

Our focus this year has been on the consolidationof company infrastructure to ensure we havebusinesses that have productive bases ofoperations so that they can function effectively,be competitive in their region and be in positionto aggressively grow the business for the future.Effectively we are providing the infrastructureto support these registry operations on a timezone basis. The United Kingdom hasresponsibility for South Africa and Ireland.Australia and New Zealand are closely alignedand North America is intended to be servicedas a single market.

HOW ARE YOU ACHIEVING THE GLOBAL REGISTRY?We are in a unique position due to the fact thatwe have multiple offices across many countries.We are able to share our resources, bothtechnical and commercial, across internationalboundaries in the daily operation of existingoperations and the formation of new businesses.

In particular, we’re able to draw on the wealthof experience our global staff pool possessesand share this expertise on specific projects,amongst all of our offices, wherever it is needed.This is certainly not limited to our registry operations, but also includes our developmentteams from Computershare TechnologyServices. Together, they give us tremendousadvantages in the delivery and use of workabletechnology systems that provide enormouseconomies to the business.

REGIONALREPORTSNOW THAT COMPUTERSHARE HASOFFICES IN EIGHT INTERNATIONALLOCATIONS, KEEPING TRACK OFIMPORTANT DEVELOPMENTS CAN BECHALLENGING FOR SHAREHOLDERS.AFTER INTERVIEWING MANAGEMENTIN ALL REGIONAL OFFICES ACROSSTHE GLOBE, WE PRESENT THEFOLLOWING CONVERSATIONS IN ANEFFORT TO BRING YOU UP TO DATEWITH COMPUTERSHARE’S ACTIVITIES

Mark Elliott Chief Operating OfficerComputershare Limited

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21

REGIONAL REPORTSGLOBAL ORGANISATION CHART

CanadaRuss Waterhouse

United States of AmericaSteven Rothbloom

United KingdomEd Stockdale

Managing Directorand Chief

Executive OfficerChris Morris

AustraliaHamish Gidley–Baird

North AmericanOperationsChris Morris

Established Registry OperationsMark Elliott

EuropeJulian Leiper

New ZealandMike Smith

Hong KongDavid Lee

South AfricaFrik Vermaak

IrelandTrevor Watkins

One example is the implementation of ourworkflow and imaging products that will berolled out to specific offices over the comingyear. In the past the registry business’sdependence on paper based informationhas seen it suffer operational inefficiencies.Workflow not only dramatically reducesthe reliance upon paper based information,it streamlines business processes to increaseproductivity and ensure data integrity.

Specifically, we are identifying existing clientsof our registry operations that are listed on multiple stock exchanges or that have employees resident in overseas jurisdictionsor that are natural candidates to issue globalshares as a consequence of their multiple listings on overseas exchanges. In eachinstance we are able to coordinate the provision of services in multiple jurisdictionsand to provide a unique, cost efficient andseamless service to our clients.

This is just one of many services we expect to implement over the coming year.

WHAT ARE YOU EXPECTING FOR THE FUTURE FROM THIS GROUP?In the future we are focusing on providing amore efficient service with enhanced servicelevels and reduced costs achieved throughtechnology enhancements and the rationalisation of premises and infrastructure. In addition, we are proposing a rollout ofproducts and services across all registry operations that will provide a generic service at world’s best practice for clients of our registry operations. This rollout of technology is predicated on a coordination of our existingoperations together with our newly acquiredNorth American operations such thatComputershare may truly be regarded as a global registrar of first choice.

KEY PERSONNEL At each registry location we rely on key personnel in the day to day management of the business activities. In the following pages you will find the reports of each distinctlocation and it is my pleasure to be able to assist our highly motivated and competentmanagement team to achieve our global goals and ambitions. I wish to extend my thanks to all concerned and look forward to an even more successful year ahead.

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TECHNOLOGY SERVICESGlobal

HOW IS COMPUTERSHARE’S NEWTECHNOLOGY DIVISION MANAGING?The establishment of the CTS group, whichinvolved the broker and exchange group, registry development groups, IT support and customer service, has already born fruit with increased sharing of resources, the prioritisation of tasks and more focusedinitiatives. Staff numbers across the variousoperations are growing and presently numbermore than 350.

The management restructure at the Sydneyoffice is now complete. The new managementteam will coordinate and motivate staff withinthe product lines to ensure CTS objectives are met.

The Melbourne SCRIP development andoperational team is continuing to perform welland is involved in a number of special events,such as the Colonial and CBA merger and USAsystem design and implementation. In addition,the new systems group is building into acohesive team. We are now planning thetransition of staff from SCRIP into the newCOSMOS technologies and have establishedstaff training programs accordingly. This willherald the first stage of our planned COSMOSrelease for the Australian market next year.

REGIONAL REPORTSGLOBAL

WHAT ARE YOUR OBJECTIVES FOR THE DIVISION?We have a list of universal objectives we’d liketo promote that includes high quality services,a set direction for our systems design andproducts and the encouragement of opportunitiesfor personal/career development within a team environment.

WHAT ARE THE MAIN RESPONSIBILITIES OF CTS?Simply put, we see CTS providing our variousbusiness units with the best tools to performtheir functions, whether it be in registry services,support, customer service or any of ourexchange or broker applications. In addition,we are responsible for the building, supportand maintenance of all technology hardwareand infrastructure.

While local support for hardware and infrastructure is always required, we do notneed experts on certain systems at each site. Therefore we resource the developmentgroup in one location to pursue the initiative to a sufficient level for it to be able toimplement the technology in other officesaround the world.

WHAT HAS CTS BEEN DOING?Obviously due to the fact Computershare is atechnology company, we have been very busyand will continue to be so during the comingyear. Large projects include the demutualisationof Old Mutual in South Africa, BirminghamMidshire’s merger with Halifax, TelecomEireann, handling 3 million voters for AutomobileAssociation (AA) in UK,1.8 million voters for NRMA in Australia plus the second phase of the privatisation for Telstra.

Meanwhile, there was the completion of themigration of clients onto SCRIP in South Africaand development of an interface for its newsettlement system ‘STRATE’. We also plan significant enhancements to our web deliveriessuch as Issuer Online, Investor Online, Exempt Markets, online IPO’s and improvedprice and statistical information for investors.

We have refocused on SUMMIT, our brokeraccounting system for Australia and NewZealand, and signed new clients to ORMS.During the year we implemented ASTS for the NZSE while successfully completingsystems in Istanbul, Budapest and Oslo. In addition, the relationship with the PacificExchange (PCX) in San Francisco, a tier one exchange, promises new and excitingglobal opportunities for CTS.

WHAT ARE YOUR CHALLENGES FOR NEXT YEAR?We’re customising registration productsfor the North American market includingfull functionality to support employee share plans. We are also very keen to explore newtechnologies and infrastructure to support the Group. We’re confident of a challengingand rewarding year ahead.

Penny Maclagan Managing DirectorComputershare Technology Services (Global)

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23

TECHNOLOGY SERVICESAustralia

COULD YOU OUTLINE SOME OF THE YEAR’S ACHIEVEMENTS?It has been a very rewarding year forComputershare Technology Services (CTS), the technology division of the organisation.

We are already seeing huge benefits as a result of the efficiencies gained by the poolingof our development and support resources inAustralia, and we expect this to flow through asa positive contribution to our financial earnings.

WHAT HAVE BEEN THE MAJOR ACTIVITIES FOR THE SCRIP TEAM? It has been another hectic year for theAustralian SCRIP programming team. Major activities included processingapproximately 750,000 entitlement acceptances for the Telstra 2 issue, which, when combined with the existing shareholderbase, created a company with more than 2 million shareholders.

In January this year we completed a successfulY2K project that took a great deal of resourcesfrom our team, and we passed all critical dateswithout any hitches.

In April this year NRMA members passed a resolution to demutualise the company and list on the Australian Stock Exchange. We converted approximately 2.1 million shareholders onto our SCRIP registry system,processing 1.6 million voting forms.

As a result of the vote being successful, in earlyAugust we processed the election instructionsfrom members (to keep or sell their entitledshares) and receive money to support an optionto purchase more shares. The resulting companylisted on August 8 with1.66 million shareholders.

Another highlight for the year was the Februaryrelease of Computershare’s Exempt MarketSystem, which was established to provide trading in Australian Barley Board shares.

REGIONAL REPORTSAUSTRALIA

WHAT ABOUT ASTS? The latest version of the ASTS trading system,which now includes futures and optionstrading functionality, was completed late lastyear. The development of the options tradingfunctionality has been well received by thesecurities market and it positions the productwell to capture future business.

In conjunction with Hewlett Packard, TantauCorporation and the New Zealand StockExchange (NZSE), Computershare demonstratedshare trading on NZSE’s ASTS trading systemusing WAP (wireless application protocol) technology. Orders were entered into the trading system via the WAP enabled mobilephone and automatically matched to producetrades – the first time share trading has been conducted via a mobile phone anywherein the world.

WHAT IS THE ORMS TEAM DOING?Last year we saw the introduction of electronictrading on the Sydney Futures Exchange (SFE)with clients using our ORMS product for directconnection and trading on the SFE’s SYCOM IVtrading system.

Version 5 of ORMS, much improved in perfor-mance and incorporating the latest distributedarchitecture technology CORBA, will bereleased in late 2000 to all clients. Meanwhile,one of our new clients, Commonwealth Bank’s Futures business will include deploymentand inter-connectivity of ORMS to their tradingpartners in the USA and UK.

In addition, our recently developed new gateway infrastructure, which allows the rapiddevelopment of new gateways to stock and derivatives exchanges, will add greatly to the product’s functionality and attract new business for us.

Carol Clough General ManagerComputershare Technology Services (Australia)

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HOW DO YOU KEEP STAFF SKILLS UP TO DATE?Our training department has been involved in a diverse range of activities during the year,including the coordination and support for in-house and out sourced training and educationprograms, staff induction, and a host of utilityapplications used for the development andsupport of our products.

The team has continued to provide training not only for staff in Australia, but also for our colleagues from our international officesvisiting Australia, including the United Kingdom, North America and Hong Kong.

WHAT’S HAPPENING WITH NEWTECHNOLOGY DEVELOPMENTS?The COSMOS system is being delivered incrementally as a software architecture that supports, enhances and extendsComputershare’s widely implemented SCRIP registry technology base.

The system is evolutionary in nature, building on the valuable work invested in the current systems. It uses the Microsoft™

COM (Component Object Model) technology to integrate our VMS-based technology into a Windows™environment, allowing us to takeadvantage of the wide range of friendly development tools that produce modern andefficient business processes delivered throughuser desktops, the web, imaging, workflow and IVR. Our intellectual property is thus re-used and extended, with new information and improvements combined to create newservices for our clients.

The possibilities of our approach are broad, and thus far we have successfully deliveredCOSMOS architecture products in messaginginterfaces, investor relations products, internalbilling applications and Computershare’supcoming product for investors.

WHAT’S BEEN HAPPENING WITH THE ELECTRONIC DATACAPTURE SYSTEM?Since the introduction of EDC into the businesswe have been able to process large numbersof registry forms quickly, efficiently, and mostimportantly, accurately.

Together with our partner Ci, a great deal ofdevelopment work has been done in the area of form design. These forms have beencreated specifically for the purposed of EDC,allowing us to capture information such as annual report requirements, direct creditdetails, tax file numbers, and proxy votinginstructions for annual general meetings.

One of the biggest EDC jobs processed recentlywas capturing NRMA members’ voting intentionsfor the approval of the demutualisation. In total some 1.6 million forms were scanned,and voting intentions of the memberscaptured, in just four weeks.

The next development in the scanning area isto use our technologies to incorporate aworkflow system into the registry environment.This will eventually see all forms of paperreceived by the registry scanned, creating animage that can be electronically passed ontoeither an operator to process, or be stored on the system for future reference.Development of workflow has commenced in our UK office and is presently undergoingtrials to establish the framework which we can roll out to the rest of the world.

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REGIONAL REPORTSAUSTRALIA

WHAT HAS KEPT THE SUMMIT TEAM BUSY?We’ve worked hard to develop a more robustproduct, and further develop our straight-through processing module. Our relationshipwith E–Trade over the past year has beenextremely positive as we continue to grow with their expanding business.

WE HEAR THE SMARTS PRODUCT IS DOING WELLMid 1999 saw the SMARTS system imple-mented at the Hong Kong Stock Exchange and the Hong Kong Securities and FuturesCommission. Around the same time, the Oslo Bors trialed SMARTS and immediatelyagreed to sign a full agreement. To quoteOslo’s Market Watch Manager: ‘The actual job of investigating irregularities has becomeeasier, and the information more accessible,with SMARTS. We can dig deep in a way wewere not able to before.’

A significant development during the past 12 months has been the introduction ofSMARTS Analytics, an application that enablesbrokers to simultaneously identify tradingopportunities in multiple markets. We see great scope for this product as cross bordertrading and exchange alliances influencechange in global markets.

WHAT’S NEW ON THE WEB FRONT?Our continued commitment to web-basedapplications was demonstrated earlier this year in the formation of a global webdevelopment group, drawing resources fromour offices in Sydney, Edinburgh and morerecently, the United States.

The team has worked hard to produce our new global web site, computershare.com, and a range of online services for companiesand investors.

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REGISTRY SERVICESAustralia

HAMISH, CAN YOU GIVE US AN OVERVIEW OF THE YEAR?We have had a great year. A strong financialperformance and an impressive increase inshareholder numbers has helped to consolidateour position as the leading share registrar inAustralia. As a consequence our staff numbershave grown to support our larger client base,something we see as critical in the continuationof high service levels to our clients and theirshareholders.

A major review of work processes has resulted in a restructured client service areaand an expansion of management to includebusiness development communicationstrategies and Information Technology. This is particularly important as Computersharecontinues its development of technologyapplications for use within the registrybusinesses here and around the world.Specifically, the web-based products areenabling information flow and communicationwith our clients and their shareholders to be more efficient, and we see our investmentin this area as testament to our commitment to the evolution of registry services.

The implementation of additional web servicesfor client ‘Issuer’ companies (Issuer Online) and their investors (Investor Centre) is just thestart of a comprehensive range of web-basedmarket services we expect will roll out in future.

A highlight for the year included the joint venture with our IT provider, ComputershareTechnology Services, to deliver an exempt market product for the Australian Barley Board.The exempt market is a fast and simple way for our clients to offer their shareholders someliquidity without acquiring the full range of obligations that come with a stock exchangelisting. The service has been a great successand we anticipate other clients will take advantage of it in the near future.

An important point to mention is that this year we became a member of Austraclear,which enables us to provide a clearing facilityto Australia’s major domestic wholesale bond market. Thus we see new opportunitiesfor business in this area in the coming year.

We are happy to report that we have retainedour major clients whose registry business we re-proposed for during the year includingColes Myer Ltd, John Fairfax Holdings Ltd andPublishing & Broadcasting Limited.

Hamish Gidley-Baird Managing DirectorComputershare Registry Services (Australia)

Australian statisticsSTAFF

559

SHAREHOLDER ACCOUNTS

10.85 million(18.9 million including CTS bureau)

COMPANIES

882

MARKET SHARE

60%

COMPUTERSHARE PRODUCTS IN THE REGION

SCRIP, SUMMIT, CHAMPADELAIDEBRISBANE

MELBOURNEPERTH

SYDNEY

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REGIONAL REPORTSAUSTRALIA

WHAT DOES THIS NEXT YEAR HOLD FOR YOU?With the formation of joint ventures in ourdomestic market we are entering a new stageof market competition and have increased our client service groups to meet this challengehead on. A heavy focus is also being placed on training and the integration of globaltechnologies, rather than the development of localised solutions in isolation.

We are also in the process of taking delivery of the Electronic Security HolderCommunication Service (ESCS), which will allow investors to elect to receive informationvia e-mail. This service will be operating by the end of this year.

Meanwhile, the roll out of generic ‘client-badged’ forms enabling data to be capturedelectronically has allowed significantimprovement in overall register management.We expect this form of information collectionto be a strong contributor to theredevelopment of our business processes.

I would like to extend my thanks to all CRSstaff for another successful year. We’re full of enthusiasm for a challenging year ahead as we deliver the Computershare difference to our customers here and around the world.

WHAT WERE SOME OF THE MOREIMPORTANT PROJECTS COMPLETED?In Queensland we acted as registrar in the IPO for TAB Queensland. In South Australia we developed the Exempt Market for ABBGrain Ltd (formerly the Australian Barley Board).In Western Australia we handled the merger of Armstrong Jones with Heine Property Fund for 50,000 holders and were appointedregistrars in the upcoming AlintaGas float. In Victoria we successfully tendered for the ANZ Bank register and acted on behalf ofColonial Limited in the merger with theCommonwealth Bank. New South Wales also performed strongly and we conducted all the major meetings for NRMA, a large motoring organisation that has recentlydemutualised, processing 1.56 million proxyforms. We also successfully tendered for the Commonwealth Bank Investment Bondregister and acted on behalf of AMP in theincome securities allotment to approximately60,000 GIO shareholders.

WHAT’S BEEN GOING ON AT AN OFFICE LEVEL?During the year we implemented many changes to our state offices to consolidate our infrastructure resources and manage our expanding client list. Brisbane officerelocated to a new floor with in the samebuilding, Sydney office took over an extra level in its building to help process the NRMA meeting transactions, and theMelbourne office has taken another level to expand its telephone call centre.

Our efforts to support Computershare’s global registry plan saw a number of our mostexperienced staff on secondment overseas.This included Malcolm Bramley spending ten months in South Africa where he acted as Managing Director in the formation of the registry operation in that region. Roslyn Brierley also moved to the USA toprovide her many years of expertise to the new operations in North America.

COMPUTERSHAREANALYTICS

WHAT HAS COMPUTERSHARE’SINVESTOR RELATIONS DIVISION BEEN DOING?In a very successful first full year of operation,Ian Matheson and his Computershare Analyticsteam has expanded its range of services and built up an impressive client list of bluechip Australian, New Zealand, South Africanand United Kingdom companies and trusts.

Analytics delivers a comprehensive range of strategic investor relations services,including share ownership analysis, proxysolicitation and share trading analytical servicesto listed companies and trusts, regardless of who manages the share register.

The role of investor relations in the modern listed corporation is rapidly evolving in a world where competition for capital requiresgreater emphasis on effective communicationwith investors. It is Analytics’ mission to stay abreast of such changes, whether they are technological or regulatory in nature, and to ensure it provides a comprehensiverange of leading edge and cost effectivesolutions for its clients.

Ian’s highlights during the year includepublishing the first detailed survey of investor relations content on the websites of every issuer on the Australian StockExchange, and the advent of online delivery of share ownership reports throughComputershare’s Issuer Online Service(www.computershare.com).

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CiAustralia

WHAT’S BEEN HAPPENING AT Ci LIMITED?It has been an eventful year, with Ci expandingits operations through acquisitions in Sydneyand New Zealand. The addition of thesebusinesses now gives Ci the ability to fullyservice the registry needs of Computershare in three countries, including the printing ofstatements and dividends and themanagement of other registry requirements.

Recent developments include Ci commencingan internal print and mail facility forComputershare Investor Services in ChicagoUSA, which will enable the majority of theregistry printing needs to be handled internally.

The acquisitions combined with solid organicgrowth and the first full year’s trading from the UK subsidiary Ci (UK), saw revenueincrease 230% over the year. The Ci Group now employs 327 people.

WHAT NEW OFFERINGS HAVE YOURELEASED FOR CLIENTS?New developments made for the Australian registry operations during the year include a turnkey solution for standard product design, such as EDC forms, with an electroniclink to SCRIP, and standard modules for the printing of company dividend cheques. In usinga systematic approach to the design anddevelopment of these modules, involving bothregistry and Ci staff, the group should enjoy asignificant competitive advantage for the future.

Some exciting new e-commerce initiatives were launched by Ci’s consulting divisionduring the year including the design and development of web-based solutions forclients, and the trial of an electronic billpresentation and payment system. Ci helpsclients in the formulation of documents andbusiness processes to give a totally integratedcommunications solution covering CD-ROM, e-mail and on-line document delivery.

WHAT’S THE OUTLOOK FOR THE YEAR AHEAD?Ci expects 2001 to be a period of consolidationas it beds down its recent acquisitions and continues to work on streamlining theprocesses and procedures used across all itsbusiness units.

SMART INFORMATIONMANAGEMENT SYSTEMS FOR A

VAST ARRAY OF CUSTOMERS

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REGIONAL REPORTSUNITED KINGDOM

WHAT ARE YOUR EXPECTATIONS FOR THE YEAR AHEAD?We remain dedicated to supporting our existing European exchange clients in Oslo, Helsinki, Budapest, Cyprus and Russia,and our domestic role will see us assisting the expanding Dublin office as it moves to larger premises later this year. Of course we continue to support the technicalrequirements of our South African office.

This year will see the operations departmentfocusing on service delivery, with 24-hour cover where necessary. Other priorities includefurther software development and support of EDC (Scanning), phase 2 of the workflowprocess, and enhancements to the employeeshare scheme systems, including anautomated reconciliation system.

Customer service commitments already includethe migration of Bank of Ireland clients ontoSCRIP, the Bradford and Bingley demutualisation,the Aer Lingus privatisation and theimplementation of the STRATE interface (SouthAfrica’s new electronic settlement system).

As you can see we’re in for another busy year.

TECHNOLOGY SERVICESUnited Kingdom

SUMMARISE YOUR RECENT MAJOR ACHIEVEMENTSAs usual the SCRIP development team hasbeen kept busy with ongoing maintenance to the system to meet client requests and amendments to statutory requirements.We developed Phase 1 of the workflow project,which will provide enormous benefits for ourregistry businesses around the world bydramatically reducing reliance on paper-basedinformation flow.

In September 1999 the Oslo Bors began live trading in bills and bonds using ASTS. In addition, the second phase of theBudapest project has now been completed,delivering automated derivatives trading

for the Hungarian market. This includes thedevelopments of futures and options tradingfor ASTS. The system is currently undergoingfinal acceptance testing and is on schedule to go live in October 2000. As usual wecontinue to provide support for our client sitesin Helsinki, Budapest, Cyprus and Russia.

Also of note was the commencement of trading bythe Istanbul Stock Exchange using our ASTSbills and bonds trading system in July last year,and the Cyprus Stock Exchange commencingtrading on the equities trading system in Maythis year.

OUTLINE ANY SCRIP DEVELOPMENTS? The completion of the SCRIP migration was a great success with all companies now on ourregistry system. The roll out of UK complianttakeover software was a huge success andwas used in the complicated Natwest – RoyalBank of Scotland and Thomson Travel takeovers.Many thanks go to the Australian-based UK software development team for their hardwork in delivering the software on time for usein these important projects.

ARE YOU SUPPORTING ANY MAJOR NEW CLIENTS?Yes and they include, in no particular order,Marconi with 180,000 holders, Aer Lingus(future IPO) with up to 1 million holders and Totalise with 55,000 holders. It was alsorecently announced that Computershare wouldmanage Bradford and Bingley’s demutualisationof its 2 million members later this year.

Martyn Drake General ManagerComputershare Technology Services (UK)

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REGISTRY SERVICESUnited Kingdom

WHAT HAVE BEEN YOUR CHALLENGES THIS YEAR?During the year we completed the migration of all company registers from the Royal Bankof Scotland’s registry system toComputershare’s SCRIP system, as well as the subsequent data conversion from ouracquisition of Exchange Registrars in Wales.

I’m very pleased to report the managementteam has been further strengthened by theappointment of Senior Executives in HumanResources, Shareholder Services, ClientServices and employee share schemes.

DO YOU HAVE ANY NEW MAJOR CLIENTS?We were appointed as Receiving Agent andRegistrar for the demutualisation of Bradfordand Bingley Building Society, the biggestregistry contract awarded in the UK this yearwith around 2.7 million qualifying members and a starting register of around 2 millionshareholders.

Notable achievements also includeadministration of the takeover of NatWest Bank by the Royal Bank of Scotland and, in November 1999, we took on registeradministration for Marconi Plc’s 200,000shareholders. This latter job was particularlypleasing to win because it demonstratesComputershare’s global registry advantageperfectly, in terms of local access for Marconi’s UK shareholders and global servicefor the company.

We also took on 37 new registers during the year with more than 350,000 new shareholder accounts.

United Kingdom statisticsSTAFF

1,106

SHAREHOLDER ACCOUNTS

17.85 million

COMPANIES

705

MARKET SHARE

35%

COMPUTERSHARE PRODUCTS IN THE REGION

SCRIP, ORMS, CBS, ASTS

BRISTOLEDINBURGH

LONDON

Ed Stockdale Managing DirectorComputershare Services (UK)

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REGIONAL REPORTSUNITED KINGDOM

WHAT HAVE BEEN THE DEVELOPMENTS IN THE USE OF TECHNOLOGY?We significantly upgraded our call centre technology and in doing so were able to handlemore than 10,000 calls daily from shareholdersinvolved in the Natwest / Royal Bank takeover.One important aspect of our improved call centre technology has been the Intranet siteproviding all staff with access to a myriad of client and shareholder information.Meanwhile, imaging and workflow technologyis currently being phased into our UKoperations and will be progressively rolled out to Computershare sites worldwide.Employee share plan administration wasgreatly enhanced through the introduction of the SCRIP-based Employee Share Dealing System and the COSMOS-basedContributions System, which will process and balance payroll deductions related to employee ‘Save As You Earn’ schemes.

WHAT ARE YOUR PLANS FOR THE YEAR AHEAD?We expect growth in employee share planadministration following the enactment in the UK of the All Employee Share Scheme.Internet capabilities for replacing traditionalregistry processing functions will also be a focus in the coming year with Internet-basedIPO’s a major driver. We also expect the fullimpact of the imaging and workflow system to be realised. A major focus will be placed on targeting new registry maintenancebusiness and an increase in strategic allianceand relationship building.

WHAT’S BEEN HAPPENING WITHIN THE OFFICE?The move to our new premises was a totalsuccess and we have completed centralisingall Bristol staff at The Pavilions with furtheraccommodation improvements in progress.

We are also supporting the operations of SouthAfrica, Ireland and the Channel Islands duringthe year as well as SCRIP support and training.We see this as a great benefit for us and for our international colleagues, as the advantagesof our global business become apparent withtechnical and operational support across threemajor time zones.

As part of our commitment to the localmarket we continue to support industrygroups through sponsorship and participationin industry forums, and to this end we wouldlike to congratulate Tom Morrison on hisappointment as Chairman of the Institute of Chartered Secretaries and AdministratorsRegistrars Group.

EVERY CUSTOMERIS IMPORTANT

CiUnited Kingdom

HOW HAS THE PAST YEAR BEEN FOR Ci (UK)?The past 12 months has been a period of great change for Ci (UK). Having successfullyintegrated the laser print and mailing functionsof Computershare Services UK into one site,we further increased capacity last year with significant investment in additional hardwareand machines . This ensures that the ever-increasing volumes generated by our UKregistry can be dealt with in house, therebyenhancing the one-stop-shop philosophy thathas helped make Computershare so successful.

In January this year Ci launched its services intothe premium commercial laser and mail market.Ci now has the capability to meet commercialclients’ needs for the highest quality documentdesign and print. With more than 700 UKpublic companies as current registry clients thepotential is enormous, and we already have a major UK utility as a client.

WHAT DO YOU SEE FOR THE YEAR AHEAD?The coming year is expected to show furtherstrong growth with the seasonal peaks andtroughs that are part of the registry businessbeing smoothed out by long-term commercialcontract work. Employing 90 full-timeemployees, which will rise to more than 100next year, the business is expected to processsome 40 million documents during the next 12 months.

We have a clear strategic direction and ourfuture growth is now linked not only to that of our parent registry business, but also to an increasingly independent revenue streamfrom the commercial sector. These revenues,combined with high quality staff, should ensure our business continues to expand.

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TRANSFER AGENCY SERVICESUnited States of America

HOW’S BUSINESS GOING FORCOMPUTERSHARE IN THE USA?Since March when we officially took control of the business it has really been a case ofmanaging the operation to ensure our clientsreceive the best service possible. We are now the fourth largest transfer agent in the US and we recently became a trust company.We have put together a highly experienceddemutualisation team for the North Americanmarket and we’re confident the group will winnew business for us.

We are also off to a great start gettingComputershare’s name established in the marketplace, thanks in no small part to KayLiederman Van Dam and Trine Nielsen and their Business Development and RelationshipManagement teams.

It is reassuring to know that our primary goal of client retention is being achieved, with over90% of client companies signing on with us.We’ll continue to work hard to justify their faithand win new business.

The first dividends whilst operating asComputershare Investor Services have justbeen paid, further spreading our name andrecognition across North America. Recentlysenior management attended the AnnualAmerican Society of Corporate Secretaries conference where we found an extremely interested audience eager to hear theComputershare story. I must congratulate Chris Morris, whose well-received presentationclearly outlined our credentials as the largestand only global transfer agent in the world.

Over the year we successfully handled one of the most complex corporate actions in ourhistory with Hewlett Packard spinning off oneof its divisions to form Agilent Technologies. I am also pleased to announce the Intel and Apple stock splits were a huge success for these two large clients.

SO HOW ARE YOU SETTLING INTOTHE NEW CHICAGO HEADQUARTERS?Everyone’s really happy since moving to our new Chicago facilities and I really want to thank Greg Chrisp whose experience, leadershipand optimism ensured the whole movehappened smoothly.

REGIONAL REPORTSUNITED STATES OF AMERICA

Steven Rothbloom PresidentComputershare Investor Services (USA)

United States statisticsSTAFF

431

SHAREHOLDER ACCOUNTS

4 million

COMPANIES

1,600

MARKET SHARE

5%

COMPUTERSHARE PRODUCTS IN THE REGION

ASTS, SCRIP

CHICAGOCLEVELAND

DALLASDENVER

LOSANGELESNEW YORK

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TELL US ABOUT THE ACCOUNT CONVERSION PROJECTWe spent many months converting all ourshareholder accounts from our previous systemto a customised platform we’ve namedPowerServe. We now have a stable system andcan devote more time to converting the MontrealTrust acquisition to Computershare’s SCRIPsystem before we do the same here.

STEVE, WHAT MAJOR NEW CLIENTSSHOULD WE KNOW ABOUT?In no particular order they include AppleComputers Inc, Agilent Technologies Inc,Lafayette Life Mutual Holding Company’s reorganisation and Phoenix Home Life. It is also important to note several largecorporate actions that we successfully handled,such as the merger of Nevada Power Companywith Sierra Pacific Resources, the cash merger of Bankers Trust Corporation byDeutsche Bank and the acquisition of PremarkInternational Inc by Illinois Tool Works Inc.

WHAT TECHNOLOGY DEVELOPMENTSHAVE YOU UTILISED? This has been a really exciting area particularlyin relation to web access. Soon clients, their shareholders and employees will be usingComputershare’s Issuer Online and InvestorCentre web applications. Another excitingdevelopment is our premium employee plan system dedicated to clients requestingmulti-currency, multi-lingual capabilities.We also expanded proxy and Internet voting to key clients throughout the US.

WHAT ARE YOUR EXPECTATIONS FOR THE YEAR AHEAD?Now the initial start-up period is completed our focus is squarely on client retention andgrowing the business in the biggestshareholder market in the world. We plan tosignificantly expand our core transfer agencybusiness over the next three years and move our core system to Computershare’sScrip system. We also want to develop aninternational employee plan and demutualis-ation system to support our team of nationallyrecognised demutualisation experts who have formed our demutualisation servicesgroup for the North American market.

Meanwhile our immediate focus is toconcentrate on customer satisfaction andimproving productivity within the business as we tackle the challenges of the year ahead of us.

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REGIONAL REPORTSUNITED STATES OF AMERICA

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REGIONAL REPORTSCANADA

TRANSFER AGENCY SERVICESCanada

HOW ARE THINGS PROGRESSING IN CANADA?We now manage almost 6 million shareholderaccounts and represent more than 3,500 companies in the Canadian market. It’s been a hectic six months since we joinedComputershare but we’re quickly finding our feet and getting on with servicing clientswith the best Computershare has to offer. Our move in August to new premises in Toronto made an enormous difference,giving us real identity, confidence and a newstarting point for chasing business.

We’ll also be moving forward on the integrationof the Bank of Montreal business, which willinvolve integrating about 40 staff in Montrealand 20 in Toronto.

We’re very excited to announce that our portfoliostill includes most of Canada’s major corporationsincluding Nortel, the Royal Bank of Canada, AirCanada, Merrill Lynch and the Bank of Montreal.

Canada statisticsSTAFF

1,100

SHAREHOLDER ACCOUNTS

6 million

COMPANIES

3,560

MARKET SHARE

60%

COMPUTERSHARE PRODUCTS IN THE REGION

ORMS

Russ Waterhouse PresidentComputershare Investor Services (Canada)

HOW ARE YOUR STAFF COPING?Really well, our talented and energetic staffbase has just hit 1,100 with the addition of the newly acquired corporate trust business.During the year we successfully conductedemployee meetings and gave presentations to all staff across Canada to fully brief themabout Computershare and how the acquisitionwould affect them. These information sessionswere well received by all the staff – we got alot of positive feedback.

WHAT’S IN STORE FOR 2000/2001?Our main focus is client retention, which will involve improving the breadth and qualityof services to shareholders but we’ll also beworking hard to establish the necessary corporate infrastructure in the areas of finance,technology, human resources and corporatepolicy associated with any new business.We’re also committed to developing synergieswith Computershare USA to share our resourcesand provide new opportunities and services for our clients.

An important part of the year ahead will involvegetting our name out to the Canadian marketso everyone knows who we are and why we’rehere. We see this as an exciting opportunity tocommunicate the Computershare difference tothe market here.

Meanwhile, in the background, our IT division,Computershare Technology Services, will belooking at the introduction and future use ofSCRIP in the Canadian environment. This is a big job, but it will provide enormous benefitsfor us in the way we run the business andservice our clients. Fortunately, we have a greatteam of experienced development staff from ouroffices around the world to make it all happen.

All the staff here are very excited at the possibilities for the year ahead.

CALGARY MONTREAL

TORONTOVANCOUVER

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REGIONAL REPORTSIRELAND

REGISTRY SERVICESIreland

HOW WOULD YOU DESCRIBE YOUR YEAR?Throughout the year the level of stockmarketactivity remained high and the introduction of so many new shareholders through theTelecom Eireann float had a knock-on effect on overall market activity, resulting in newholders on existing company registers.It is expected that this high level of activity,together with many new shareholders cominginto the market, will continue this year.

Our staff numbers have doubled from 35 to 70 in the past 12 months, so to accommodatethis we will move into new premises by theend of the year. In fact the size of the Dublinoffice now warrants a social committee to support the wide range of entertainment arisingfrom Dublin’s booming economy. During theyear, particularly the second half, we have hada number of people seconded from Bristol and Edinburgh and they continue to enjoy ourbusy work schedule and social atmosphere.

WHAT WERE THE MAJOR ACHIEVEMENTS? The completion of the Eircom (previouslyTelecom Eireann) IPO was a milestone for us, adding 574,000 holders to our register, a record for Ireland. We were also very excited to be appointed Receiving Agent to Aer Lingus for its upcoming IPO. Of course the acquisition of Bank of Ireland Share Registry was a major event, and we should see another jump in our shareholder numbersonce we have completed the migration ontothe SCRIP system later this year.

A significant event was the approval by theCentral Bank for Computershare to operate in the International Financial Services Centre in Dublin. The approval was obtainedwith considerable input from Eoin Rennie, our Compliance Officer in Edinburgh, resultingin a strong flow of new work.

Trevor Watkins Managing DirectorComputershare Services (Ireland)

Ireland statisticsSTAFF

70

SHAREHOLDER ACCOUNTS

850,000

COMPANIES

96

MARKET SHARE

60%

COMPUTERSHARE PRODUCTS IN THE REGION

SCRIP

DUBLIN

OUTLINE THE INCREASE IN SHAREHOLDER MANAGEMENT DURING THE YEARAs mentioned earlier, the biggest developmentwas the Eircom float, which added nearly575,000 holders to our system. Meanwhile,Canada Life brought us 55,000 shareholders,the Greencore Group 13,000 and SAYESchemes around 30,000 holders.

All up, shareholder accounts now total close to 850,000 and we expect this to reach around 1.1million following the Bank of Ireland migration. We manage 96 companies at present and expect thatnumber to jump to 121 with the inclusion of the Bank of Ireland registry.

WHAT DO YOU EXPECT FROM THE YEAR AHEAD?The year ahead is shaping up as another good one, with a number of major challengesincluding the Aer Lingus float, a secondary offer in Eircom and a possible Eircom Internetfloat. The advent of SAYE Schemes in Ireland,together with enhanced tax incentives foremployee share schemes, will ensure this is one area of high growth in the coming year.This will be of particular importance to theGroup because approximately 400 major US companies operate in Ireland, and given our market share it’s expected we wouldprovide administration services to the majorityof their employees.

Overall another great year for Computershare is expected with the booming Irish economy.

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REGIONAL REPORTSSOUTH AFRICA

REGISTRY SERVICESSouth Africa

WHAT ARE THE YEAR’S CHALLENGES?The past year was a period of consolidationwith major emphasis on the merger of our two acquired South African companies to form Computershare Services (South Africa),while managing the demutualisation of Old Mutual and servicing our client base.

I would like to thank Malcolm Bramley fromCRS Australia, who spent ten months managingour office prior to my arrival, for all his efforts in successfully establishing our presence herein South Africa.

Highlights for the year include the successfulprocessing of Old Mutual’s maiden dividendand the dematerialisation of the first companyonto STRATE, South Africa’s new electronic settlement system.

The migration of all clients onto the SCRIPsystem was a great success and has given us many advantages in the range of serviceswe can offer our clients, in addition to easier management of companies with multiple registers.

WHAT ARE THE INTERNAL DEVELOPMENTS?We were ably assisted by the secondment of experienced registry staff from our offices in Australia and the UK. The help we’vereceived in respect of our technology systems,and the added value of the on-the-job training,has been of great benefit and we would like to thank our international colleagues fortheir assistance.

We also opened a satellite office in theJohannesburg Stock Exchange building to service local stockbrokers, which has been a great success.

WHAT DO YOU EXPECT FROM THE YEAR AHEAD?In addition to the dematerialisation of morecompanies onto STRATE we will continue to be busy servicing our growing client base,including our newest major client, Johnnic Ikageng Empowerment Scheme.

There are many opportunities for new workwith the upcoming privatisation of the AirportsCompany of South Africa, Telkom, SouthAfrican Airways and Transnet.

In the meantime we look forward to contributingto Computershare’s global registry as the majorregistrar in our region.

Frik Vermaak Managing DirectorComputershare Services (South Africa)

South Africa statisticsSTAFF

295

SHAREHOLDER ACCOUNTS

1.75 million

COMPANIES

210

MARKET SHARE

60%

COMPUTERSHARE PRODUCTS IN THE REGION

SCRIP

JOHANNESBURG

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REGIONAL REPORTSNEW ZEALAND

REGISTRY SERVICESNew Zealand

HOW WAS THE YEAR?We maintain the registers of around 90%of New Zealand’s listed companies and remain the registry of choice for brokers when it comes to IPOs. Meanwhile, turnover of our 75 staff continues to be very low at 4% per annum, with the average length of service now at 10 years.

An important advance for us this year was the increasing use of our in-house electronicdata capture facility, particularly for IPOs and proxy recording for shareholder meetings.Our access to the latest technology, as part of the Computershare group, gives us greatadvantages in the market here and we lookforward to benefiting from further advances in the year ahead.

ANY NEW MAJOR CLIENTS?The former Kiwifruit and Apple and Pear marketing boards became public companiesearlier this year. We helped them through the process and now maintain their shareregisters. They and the country’s largest dairycompany now rely on us for the managementof their shareholder meetings.

WHAT DOES THE YEAR AHEAD HOLD FOR COMPUTERSHARE NEW ZEALAND?We’re moving premises in January 2001 onexpiry of our current lease and will take theopportunity to upgrade office services tofurther improve our service to clients and theirshareholders. We expect the levels of revenueand profitability to be maintained in spite of a rather depressed New Zealand sharemarket.

Mike Smith General ManagerComputershare Registry Services (New Zealand)

New Zealand statisticsSTAFF

75

SHAREHOLDER ACCOUNTS

1.6 million

COMPANIES

280

MARKET SHARE

90%

COMPUTERSHARE PRODUCTS IN THE REGION

ASTS, SUMMIT

AUCKLAND

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REGIONAL REPORTSHONG KONG

REGISTRY SERVICESHong Kong

The Hong Kong market has had strong growthover the past year with every indication that it is set to continue, and this was reflectedin our business growth.

We managed a number of highly successfulIPOs, including HK Tracker Fund, tom.com andSunEVision, taking the number of shareholderaccounts we manage to nearly half a million.

Our position as the number one registrar in the Asian market fits with Computershare’sglobal registry, thanks to our geographical presence and the high level of cross ownershipthat exists between Hong Kong and the United Kingdom.

The year ahead looks to be very exciting, withthe commencement of the Mass Transit Rail Authority government privatisation andfloat, which should add considerably to ourtotal shareholder accounts.

We are planning to use Computershare’s online IPO product this year to offer our clientsand their investors a simple and efficient wayof applying for shares in a float.

This is just one of the benefits we are sharingin as part of the Computershare group as we look forward to a fruitful year together.

David Lee Managing DirectorCentral Registration Hong Kong

Hong Kong statistics(50% owner)

STAFF

135

SHAREHOLDER ACCOUNTS

445,000

COMPANIES

214

MARKET SHARE

60%

COMPUTERSHARE PRODUCTS IN THE REGION

SCRIP, SMARTS, ASTS

HONG KONG

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39

FinancialsCOMPLETE CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIALSTATEMENTS OF THE COMPANY ARE AVAILABLE IN THE COMPUTERSHAREFINANCIAL REPORT TO SHAREHOLDERS 2000

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Peter John Griffin B.Comm (Melb) ASIA

Non Executive Director, age 60

Peter Griffin is a Director of NM RothschildAustralia Holdings Pty Limited group of companies. He is also a Director of Just JeansGroup Limited and Grand Hotel Company Ltd.

Mr Griffin is a Member of the FederalGovernment’s Companies and SecuritiesAdvisory Committee; Vice President and aMember of the Executive Committee of theAnti-Cancer Council of Victoria and Chairman of Finance Committee; Director of TheVictorian Breast Cancer Research ConsortiumInc and Director of the Australian CancerSociety. He is also a Director of The MurdochChildren’s Research Institute, Chairman of The Investment Committee and a Memberof the National Council of Opera Australia.

Mr Griffin has had over 30 years experience in investment banking, both as founding partner of one of the senior Australianstockbroking firms and as Chief Executive of one of the leading investment groups in Australia.

Alexander (Sandy) Stuart Murdoch DDA BEc ASA ASIA

Chairman, age 59

Sandy Murdoch has been Chairman ofComputershare since listing in 1994. Prior to his association with ComputershareSandy was Chief Executive of Linfox TransportGroup for eleven years until 1989 when heretired as an executive, and he spent five years with merchant bank Chase NBA GroupLimited in corporate finance and lending.

Sandy is chairman of CPI Group Limited, ERG Limited and Q–Vis Limited; Director of Rothschild Australia Capital Investors Limited and a number of private companies.

John Phillip Shergold FCA

Non-Executive Director, age 60

John Shergold was Chief General Manager,Building Products, Pioneer International Limited for four years until retiring in March1995. Prior to this he was Managing Director of Brick and Pipe Industries Limited forseventeen years. Today John is a director ofJohn Swire & Sons Pty Ltd, City West WaterLimited, Chairman of Catalyst RecruitmentSystems Limited and a Director of a number of other unlisted public and private companies.He was appointed to the board in June 1995.

OUR BOARD OF DIRECTORS

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Anthony Norman Wales FCA FCIS

Finance Director, age 56

Tony Wales commenced employment withKPMG Peat Marwick Chartered Accountants in 1962. He stayed with the firm for 12years and then ran a private practice for 14years. In 1987 he joined Citistate CorporationLimited as its company secretary. In 1990 he commenced employment withComputershare in a full time capacity havingacted as its financial adviser and Non-ExecutiveDirector since 1981. Tony has been an Executive Director since 1990.

Penelope Jane Maclagan BSc (Hons) DipEd

Director/Software Manager, age 48

Penny Maclagan joined Computershare in1983 and was appointed as an AlternateDirector in 1986, subsequently becoming a Director in May 1995. Penny has extensiveknowledge and understanding of the securities registration industry from both a business and a systems perspective. Penny is Managing Director of ComputershareTechnology Services.

Christopher John MorrisManaging Director, age 52

Chris Morris became Managing Director ofComputershare in 1990, having been a foundingmember since the company’s establishment in 1978. Chris has extensive knowledge of thesecurities industry and its user requirementsand is responsible for ensuring that theCompany’s software and hardware are at the forefront of industry requirements.

Chris has represented Computershare on industry related committees involved in the implementation of industry changes such as CHESS in Australia, FASTER in New Zealand and CREST in the United Kingdom. Chris hasoverall responsibility for management controland business operations.

Since March 2000 Chris has been temporarilyresiding in the United States, overseeing anddirecting strategic expansion in the region.

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DIRECTORS’ REPORT

The following is an extract from the Directors’ report which is set out in full in the Financial Report to Shareholders 2000.

The board of directors of Computershare Limited has pleasure in submitting the balance sheet of the company and the consolidatedentity 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:

DIRECTORSThe names of the directors in office at the date of this report are:

AS Murdoch (Chairman)CJ Morris (Managing Director)PJ GriffinPJ MaclaganJP ShergoldAN Wales

DIRECTORS’ INTERESTS AND BENEFITSAt 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 2,250,000PJ Maclagan 16,238,928CJ Morris 52,435,212AS Murdoch 609,800JP Shergold 240,000AN Wales 32,592,384

PRINCIPAL ACTIVITIESThe 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 andoption plans, and the provision of software specialising in share registry,financial and stock markets. There were no significant changes in thenature of the activities of the consolidated entity during the year.

DIRECTORS’ MEETINGSThe number of directors’ meetings (including meetings of committeesof directors) and the number of meetings attended by each of thedirectors of the company during the financial year are:

Nomination RemunerationDirectors’ Audit Committee Committee CommitteeMeetings Meetings Meetings Meetings

A B A B A B A B

AS Murdoch 12 12 3 3 1 1 1 1PR Allen 4 6 – – – – – –PJ Griffin 12 12 3 3 1 1 1 1R Hodgkinson 1 3 – – – – – –PJ Maclagan 9 12 – – – – – –CJ Morris 12 12 – – – – – –EN Pretty 2 4 – – – – – –JP Shergold 11 12 3 3 1 1 1 1AN Wales 11 12 2 3 – – – –

A Number of meetings attendedB Number of meetings held during the time

the director held office during the year.

CONSOLIDATED PROFITThe consolidated profit for the year attributable to the members ofComputershare Limited (‘Computershare’) was $38,192,143 after incometax and outside equity interests. This represents a 160% improvementon the 1999 result of $14,695,058.

DIVIDENDSThe 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 $2,376,576fully franked in respect of the year ended 30 June 1999 was paid on 28 September 1999.

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 2000was paid on 28 March 2000.

A final dividend recommended by the directors of the company inrespect of the year ended 30 June 2000, to be paid on 29 September2000, 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.

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000

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REVIEW OF OPERATIONS Sales revenue was up 34% to $394.9 million for the year. Operatingprofit after tax attributable to members of the parent entity for the year ended 30 June 2000 was $38.2 million compared to the previousyear 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 groupexpensed over $30.0 million for systems development and research.The results reflect a strong profit contribution from the UnitedKingdom share registry business and the continued strongperformance of the Australian operations.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRSSignificant changes in the affairs of the consolidated entity during the financial year were as follows:

Effective 1 July1999 Computershare acquired a controlling interest in the Ci Group. Ci is a major service provider to Computershareregistry and is a leading provider of electronic documents to theAustralian, New Zealand and UK markets with services ranging fromlaser 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 theComputershare group have been brought together to formComputershare Technology Services Pty Ltd (‘CTS’). CTS expands uponthe activities previously undertaken by Computershare Systems withthe 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 considerationof $78.0 million.

Effective 1 May 2000 the company acquired American SecuritiesTransfer and Trust Inc for a consideration of $15.2million.

During May 2000, Computershare Investor Services Inc acquired theshare registry and corporate trust businesses of Montreal Trust for$149.4 million. The effective dates of acquisition for the share registrybusiness was 1 May 2000 and the corporate trust business wasacquired on 1 June 2000.

In the opinion of the directors there were no other significant changesin the affairs of the consolidated entity during the financial year under review that are not otherwise disclosed in this report or theconsolidated accounts.

SIGNIFICANT EVENTS AFTER BALANCE DATENo matter or circumstance has arisen since the end of the financial yearwhich is not otherwise dealt with in this report or in the consolidatedfinancial statements, that has significantly affected or may significantlyaffect the operations of the consolidated entity, the results of thoseoperations or the state of affairs of the consolidated entity in subsequentfinancial years, other than:

The secured term loan facility of $20.3 million in the UK was repaid in full and terminated on 31 August 2000.

On 5 July 2000 a final settlement of $59.8 million for the acquisition of the Montreal Trust business took place.

LIKELY DEVELOPMENTS AND FUTURE RESULTSThe directors remain confident of the consolidated entity’s immediatefuture. The consolidated entity will continue to pursue its policy ofincreasing its market share through expansion into local and overseasmarkets during the next financial year. The directors have excluded fromthis 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 OPTIONSDetails of options granted to directors or relevant officers as part of theirremuneration are set out in the section of this report headed “Directors’and Officers’ Remuneration”. Details of shares under option, or issuedduring or since the end of the financial year due to the exercise of anoption, are set out in Note 17 to the financial statements and form part of this report. The names of the employees who currently hold optionsare entered in the Register of Options kept by the company pursuant to section 216C of the Corporations Law. The register may be inspectedfree of charge.

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INDEMNIFICATION OF OFFICERS During the period, the company paid an insurance premium to insuredirectors and officers of the company and its controlled entities againstliability. The directors of the company are as detailed earlier in the reportand the contract also covers all executive officers and directors andexecutive officers of controlled entities. Disclosure of the amount ofinsurance premium payable and a summary of the nature of liabilitiescovered by the insurance contract is prohibited by a confidentiality clause in the contract.

ROUNDING OF AMOUNTSThe 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 consolidatedfinancial statements and the Directors’ report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise.

FINANCIAL STATEMENTSConsolidated financial statements of the entity for the year ending 30 June 2000 are included in the Financial Report to Shareholders 2000which is made available with the Report to the Shareholders 2000. Thefinancial statements are accompanied by an unqualified auditor’s report.

Signed in accordance with a resolution of the directors.

AS Murdoch CJ MorrisChairman Director

SYDNEY25 September 2000

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DIRECTORS’ AND OFFICERS’ REMUNERATIONRemuneration of directors and senior executives of the company is established by the Remuneration Committee. Remuneration is determined aspart of an annual performance review, having regard to market factors and a performance evaluation process. For executive directors and officersremuneration packages generally comprise salary and superannuation. Executives are also provided with longer-term incentives through theemployee 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 June2000 are as follows:

Base salary Directors’ Fee Superannuation Options Other Benefits Total Options granted$ $ $ $ $ $ during the year

DirectorsAS 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 – 20,833 389,333 –CJ Morris 385,000 – 38,500 – – 423,500 –JP Shergold – 58,750 5,875 – – 64,625 –AN Wales 335,000 – 33,500 – 13,183 381,683 –

OfficersM Elliott 254,000 – 32,900 2,400,000 – 2,686,900 3,000,000 1

J Leiper 499,492 – 18,619 – – 518,111 –E Stockdale 355,872 – – – 24,542 380,414 –AH Gidley-Baird 276,000 – 46,000 – – 322,000 –R Randle 247,000 – 75,000 – – 322,000 –

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 on15 October 2003. 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.

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2000

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PROFIT AND LOSS STATEMENT For the year ended 30 June 2000

CONSOLIDATED PARENT ENTITY2000 1999 2000 1999$000 $000 $000 $000

Operating revenue 408,935 302,849 80,880 36,448

Operating profit before depreciation, amortisation and borrowing costs 91,369 56,186 36,950 15,005Depreciation and amortisation (25,997) (21,768) (3,376) (2,827)Borrowing costs (2,864) (2,936) (959) (1,541)

Operating profit before abnormal items 62,508 31,482 32,615 10,637Abnormal items – (2,536) – –

Operating profit before tax 62,508 28,946 32,615 10,637Income tax attributable to operating profit (21,906) (14,171) (8,024) (3,607)

Operating profit after income tax but beforeoutside equity interests 40,602 14,775 24,591 7,030Outside equity interests (2,409) (80) – –

Operating profit after tax attributableto members of the parent entity 38,193 14,695 24,591 7,030Retained profits at the beginning of the financial year 17,872 7,888 13,085 10,766Total available for appropriation 56,065 22,583 37,676 17,796

Dividends provided for or paid (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

Complete consolidated financial statements and financial statements of the company are available in the Computershare Financial Report to Shareholders 2000.

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BALANCE SHEETas at 30 June 2000

CONSOLIDATED PARENT ENTITY2000 1999 2000 1999$000 $000 $000 $000

CURRENT ASSETSCash 47,764 29,544 19,215 8,238Receivables 121,445 77,297 7,670 4,111Investments 12 – – –Inventories 3,485 1,155 – –Other 9,804 2,892 604 407

Total Current Assets 182,510 110,888 27,489 12,756

NON-CURRENT ASSETSReceivables 74 923 190,485 49,011Investments 66,519 24,863 209,590 104,662Property, plant and equipment 90,765 34,290 9,735 11,272Goodwill 308,864 71,430 – –Intangibles 187 1,430 190 87Other 10,526 4,495 1,248 922

Total Non-Current Assets 476,935 137,431 411,248 165,954

Total Assets 659,445 248,319 438,737 178,710

CURRENT LIABILITIESAccounts payable 75,335 31,882 3,935 1,211Borrowings 3,943 17,553 2,372 9,910Provisions 43,979 29,067 8,453 7,831Other 59,822 – – –

Total Current Liabilities 183,079 78,502 14,760 18,952

NON-CURRENT LIABILITIESBorrowings 85,691 27,861 62,967 26,807Provisions 4,674 6,223 605 1,070

Total Non-Current Liabilities 90,365 34,084 63,572 27,877

Total Liabilities 273,444 112,586 78,332 46,829

Net Assets 386,001 135,733 360,405 131,881

EQUITYShare capital (a) 329,849 118,254 327,516 118,251Reserves (a) 1,336 (481) 545 545Retained profits (a) 54,816 17,960 32,344 13,085

Total Equity 386,001 135,733 360,405 131,881

MEMBERS OF THE PARENT EQUITY OUTSIDE ENTITY INTERESTS2000 1999 2000 1999$000 $000 $000 $000

(a) Interest in the equity of the consolidated entity:Share Capital 328,022 118,251 1,827 3Reserves 1,411 (473) (75) (8)Retained profits 50,733 17,872 4,083 88

Total Shareholders’ Equity 380,166 135,650 5,835 83

Complete consolidated financial statements and financial statements of the company are available in the Computershare Financial Report to Shareholders 2000.

FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2000

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STATEMENT OF CASH FLOWSFor the year ended 30 June 2000

CONSOLIDATED PARENT ENTITY2000 1999 2000 1999$000 $000 $000 $000

CASH FLOWS FROM OPERATING ACTIVITIESReceipts from customers 365,201 303,343 39,135 33,658Payments to suppliers and employees (293,403) (252,642) (20,510) (15,183)Dividends received 2,173 60 10,667 30Interest paid (3,090) (3,262) (1,169) (1,863)Interest received 4,433 2,257 2,719 208Income taxes paid (20,207) (12,539) (8,035) (3,424)

Net operating cash flows 55,107 37,217 22,807 13,426

CASH FLOWS FROM INVESTING ACTIVITIESPurchase of controlled entities (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 1,414 6 12Proceeds from sale of investments 2,868 25 – 25Other (965) 1,145 – –

Net investing cash flows (282,834) (36,422) (247,705) (35,753)

CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issues of shares 208,265 28,119 208,265 28,119Proceeds from borrowings 82,982 5,417 62,000 5,417Repayment of borrowings (38,423) (7,845) (28,700) –Loans from controlled entities – – 777 1,924Dividends paid (5,038) (4,668) (5,038) (4,668)Proceeds from finance leases – 2,099 – 1,555Repayment of finance leases (2,864) (1,569) (1,428) (1,253)Other 815 – – –

Net financing cash flows 245,737 21,553 235,876 31,094

Net increase/(decrease) in cash held 18,010 22,348 10,977 8,767Cash at the beginning of the financial year 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

Complete consolidated financial statements and financial statements of the company are available in the Computershare Financial Report to Shareholders 2000.

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE STATEMENT The Board of Directors is responsible for settingthe strategic direction of Computershare andensuring it is properly managed andcontinuously improves its performance so as to protect and enhance shareholders’ interests.The board keeps its own processes underreview and aims to achieve global best practice in matters of corporate governance. To assist in the execution of its responsibilities,the board has established a number of board committees and a framework for themanagement of the company.

The BoardThe company presently has three non-executive directors, which includes the chairman, and three executive directors,ensuring independence and objectivity. Details of each present member of the boardand their shareholdings are disclosed in theDirectors’ Report.

Board CommitteesThe board has created a number of committeesincluding an Audit Committee, NominationsCommittee and a Remuneration Committee.It is the board’s policy that committees of the board dealing with corporate governance matters should be chaired by a non-executivedirector and has at least a majority of themembers being non-executive directors. Any director or committee of the board isentitled to obtain independent professional or other advice at the cost of the company,unless the board determines otherwise, and is entitled to obtain such resources andinformation from the company, including direct access to employees of and advisers to the company, as they may require.

Audit CommitteeThe principal functions of the audit committeeinclude reviewing and making recommen-dations to the board and assisting it in thedischarge of its responsibilities in respect of compliance with statutory responsibilitiesrelating to accounting policy and disclosure. It is responsible for assessing the adequacy of accounting, financial and operating controls,reviewing the performance of the externalauditors and examining their evaluation ofinternal controls and management’s response.

The audit committee is chaired by JohnShergold and has three other members: Sandy Murdoch, Peter Griffin and Tony Wales.The managing director and the externalauditors are invited to audit committeemeetings at the discretion of the committee.The committee meets twice per year and on other occasions where circumstancesrequire it.

Nomination CommitteeThe composition of the board is reviewedannually by the nominations committee to ensure that the board has the appropriateexpertise and experience. When a vacancyexists or where it is considered that the boardwould benefit from the services of a newdirector with particular skills the committeeselects a panel of candidates. The board thenappoints the most suitable candidate whomust stand for election at the general meetingof shareholders. The nominations committee is chaired by Sandy Murdoch and has two other members, being Peter Griffin andJohn Shergold.

Remuneration CommitteeThe board has a sub-committee comprised of Non-Executive Directors Sandy Murdoch,Peter Griffin and John Shergold.

The senior executive management of thecompany, comprising the founders and major shareholders, have specifically expressedthe view that their remuneration should takesome account of the significant equity holdingthey have in the company. With thisbackground, the sub committee has allowedremuneration for the personnel to be retainedat a rate below market level and at a level that does not fully recognise their significantcontribution to the company.

As a policy, the company seeks to remuneratestaff in line with market conditions andreflective of their contribution. The board isvery keen to have as many employees as possible with an equity holding in thecompany. Many staff have been grantedoptions with take up shares in the company at various stages and the board is keen to see the practice continue. It closely links the employees’ success with thecompany’s success.

The directors believe that a significantcontributing factor in the success of the company is the wide shareholding of staff facilitated by the option plan.

Adoption of a ContinuousDisclosure ProtocolThe company has adopted a continuous disclosure protocol. Darryl Corney has beenappointed the disclosure officer and is required to collate and, where appropriate,disclose share price sensitive information.

Equity Participation by Non-Executive DirectorsThe board encourages non-executive directors to own shares in the company.

Annual ReviewIt is the board’s policy that the board should at least annually review the performance of the board, the company and management, and the allocation of the work of the companybetween the board and management.

Conflicts of InterestIn the event that a potential conflict of interestmay arise, involved directors must withdrawfrom all deliberations concerning the matter.They are not permitted to exercise any influenceover other board members or receive relevantboard papers.

Ethical StandardsThe company recognises the need for directorsand employees to observe the highest standardsof behaviour and business ethics when engagingin corporate activity.

The company seeks to maintain its reputationfor integrity. The board has adopted a code of ethics that sets out the principles and standards with which all officers andemployees are expected to comply in the performance of their respective functions.A key element of that code is the requirementthat officers and employees act in accordancewith the law and with the highest standards of propriety. The code and its implementationare to be reviewed each year. A copy of the code of ethics is available to shareholderson request.

Identification and Management of Significant Business RiskThe board and senior management identifiesthe significant areas of potential business and legal risk. The identification, monitoringand, where appropriate, the reduction ofsignificant risk to the company are highlightedin the bi-annual business plan presented to the board by the managing director. The board reviews and approves theparameters under which such risks will bemanaged before adopting the business plan.

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Code of Practice for Buying and Selling Computershare SecuritiesThe freedom of directors and executives todeal in Computershare’s securities is restrictedin a number of ways – by statute, by commonlaw and by the requirements of the ListingRules of the ASX. In addition to theserestrictions, the Code of Practice is thatdirectors and executives of the Computersharegroup may only buy or sell Computershareshares, after notifying the chairman, in the fourweeks immediately following Computershare’shalf year and full year financial resultsannouncements and, if relevant, any AnnualGeneral Meeting announcement.

Shareholder RelationsThe Computershare shareholders areresponsible for voting on the appointment of directors. The board seeks to informshareholders of all major developmentsaffecting the company by:

— Making available all periodic financialreports and announcements of materialdevelopments on the Computersharewebsite – www.computershare.com

— Submitting proposed major changes in the company’s affairs to a vote of shareholders, as required by theCorporations Law

— An Annual General Meeting is held eachyear to enable shareholders to receivereports by the board of the company’sactivities. All shareholders who are unable to attend these meetings areencouraged to communicate issues or askquestions by writing to the company.

GLOSSARY

GLOSSARY

NZSE New Zealand Stock Exchange

ASX Australian Stock Exchange

ASTS Automated Securities TradingSystem – a trading system forglobal securities exchanges

CHAMP connects Australian broking and institutional clients to theAustralian Stock Exchange’sCHESS settlement system

CHESS Australian electronic settlement system

COSMOS Computershare’s new systemdesign that will be the basis ofall future products

CPU Computershare

CREST UK electronic settlement system

CTS Computershare Technology Services

EDC Electronic Data Capture –processes very large volumesof documents while directlyupdating a company register

IPO initial public offering

Investor a web-based service forOnline shareholders to obtain personal

shareholding information fromthe share register

Issuer Online a web-based service for companies to explore their own share register

IT Information Technology

IVR Interactive Voice Response – a way for share holders toobtain details of their holdingsand other information

LSE London Stock Exchange

ORMS Order Routing ManagementSystem – allows brokers and fund managers to manage and route orders to multiple markets from a single workstation

The Pavilions Computershare’s registry services office in Bristol, United Kingdom

PCX Pacific Exchange, Inc.

SCRIP Computershare’s software system that supports the management of company share registers

SMARTS A system to identify tradingAnalytics opportunities across multiple

markets

SMARTS Securities Markets AutomatedResearch Training andSurveillance – a system thatalerts authorities to anyimproprieties and assists inensuring a fair and efficientmarket

SUMMIT broker accounting settlementsystem designed for Australianand New Zealand markets

Registry see share registry

SAYE Save as you earn

SFE Sydney Futures Exchange

Share the generic term used toRegistry describe the management of a

public company share register.Used in Australia, New Zealandand the United Kingdom

STRATE South African electronic settlement system

Transfer the generic term used toSecretary describe the management of a

public company share register.Used in South Africa

Transfer the generic term used toAgent describe the management of a

public company share register.Used in Canada and the UnitedStates of America

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CORPORATE DIRECTORY

South Africa

JOHANNESBURGComputershare ServicesEdura HouseLevel 4 / 41 Fox StreetJohannesburg South Africa 2001PO Box 61051 MarshaltownJohannesburg South Africa 2107Telephone +27 11 370 7700Facsimile +27 11 836 6145

United Kingdom

England

BRISTOLComputershare Services PLCThe PavilionsBridgwater RoadBedminster DownBristol BS99 7NH EnglandTelephone +44 870 702 0000Facsimile +44 870 703 6101

Scotland

EDINBURGHComputershare Services PLCOwen House8 Bankhead Crossway NorthEdinburgh EH11 4BR ScotlandTelephone +44 870 702 0010Facsimile +44 131 442 4924

United States of America

CHICAGOComputershare Investor Services2 North LaSalle StreetChicago Illinois 60602Telephone +1 312 588 4992Facsimile +1 312 601 4332

CLEVELANDComputershare Investor ServicesIslander OneSuite 6503 / 7550 Lucerne Drive Cleveland Ohio 44130Telephone +1 440 239 7351Facsimile +1 440 239 7355

LAKEWOODComputershare Investor ServicesSuite Z- 2 / 12039 West AlamedaParkwayLakewood Colorado 80228Telephone +1 303 986 5400Facsimile +1 303 984 2444

OFFICE LOCATIONSCORPORATE OFFICE

Australia

MELBOURNEComputershare Limited18 – 62 Trenerry CrescentAbbotsford Victoria Australia 3067PO Box 103 Abbotsford Victoria Australia 3067Telephone +61 3 9235 5500Facsimile +61 3 9235 5600

SECURITIES REGISTRATION SERVICES

Australia

ADELAIDEComputershare Registry ServicesLevel 11 / 115 Grenfell StreetAdelaide South Australia 5000Telephone +61 8 8236 2300Facsimile +61 8 8236 2305

BRISBANEComputershare Registry ServicesCentral Plaza OneLevel 27 / 345 Queen StreetBrisbane Queensland 4000Telephone +617 3237 2100Facsimile +617 3229 9860

MELBOURNE Computershare Registry ServicesLevel 12 / 565 Bourke StreetMelbourne Victoria 3000Telephone +61 3 9611 5711Facsimile +61 3 9611 5710

PERTHComputershare Registry ServicesLevel 2 / Reserve Bank Building45 St George’s TerracePerth Western Australia 6000Telephone +61 8 9323 2000Facsimile +61 8 9323 2033

SYDNEYComputershare Registry Services60 Carrington StreetSydney New South Wales 2000Telephone +61 2 8234 5000Facsimile +61 2 8234 5050

Canada

ALBERTAComputershare Investor Services Inc6th Floor / 530 – 8th Avenue SW,Alberta Calgary T2P 3S8Telephone +1 403 267 6800Facsimile +1 403 267 6529

EDMONTONComputershare Investor Services Inc.Concourse Level 10050 Jasper AvenueEdmonton Alberta T5J 1V7Telephone +1 780 413 4314Facsimile +1 780 426 4032

MONTREALComputershare Investor Services Inc7th Floor1800 Avenue McGill CollegeMontreal Quebec H3A 3K9Telephone +1 514 982 7000Facsimile +1 514 982 7069

TORONTOComputershare Investor Services Inc100 Univertsity AvenuseToronto Ontario M5J 2Y1Telephone +1 416 263 9200Facsimile +1 416 263 9261

VANCOUVERComputershare Investor Services Inc510 Burrard Street VancouverBritish Columbia V6C 3B9Telephone +1 604 661 9400Facsimile +1 604 669 1548

WINNIPEGComputershare Investor Services IncMezzanine Level200 Portage AvenueWinnipeg Manitoba R3C 3X2Telephone +1 204 985 3101Facsimile +1 204 985 3162

ST JOHN’SComputershare Investor Services Inc2nd Floor / 10 Factory LaneSt John’s Newfoundland A1C 5H6Telephone +1 709 576 7921Facsimile +1 709 576 7898

HALIFAXComputershare Investor Services Inc.Suite 501/1465 Brenton StreetPost Box 36012Halifax Nova Scotia B3J 3S9Telephone +1 902 420 2211Facsimile +1 902 420 2764

Channel Islands

JERSEYComputershare Services (Channel Islands) Ltd31 Pier RoadSt Helier Jersey JE4 8PWPO Box 83 Ordnance HouseChannel IslandsTelephone +44 1534 825200Facsimile +44 1534 825250

Ireland

DUBLINComputershareServices (Ireland) LtdHeron House / Corrig RoadSandyford Industrial EstateDublin 18 IrelandTelephone +363 1216 3100Facsimile +353 1216 3151

Hong Kong

Central Registration Hong Kong LimitedHopewell Centre19th Floor / Rooms 1901- 5183 Queen’s Road East Hong KongTelephone +852 2862 8628Facsimile +852 2865 0990

New Zealand

AUCKLANDComputershare Registry Services3rd Floor / 277 BroadwayNewmarket Auckland New ZealandPrivate Bag 92119Auckland New ZealandTelephone +64 9 522 0022Facsimile +64 9 520 3111

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LOS ANGELESComputershare Investor ServicesSuite 1020515 S Figueroa Street Los Angeles California 90071Telephone +1 213 362 4910Facsimile +1 213 362 4916

DALLASComputershare Investor Services1601 Elm StreetSuite 4340 / Thanksgiving Tower Dallas Texas 75201Telephone +1 214 665 6030Facsimile +1 214 969 1859

NEW YORKComputershare Investor ServicesWall Street Plaza19th Floor 88 Pine Street New York New York 10005Telephone +1 212 701 7600Facsimile +1 212 701 7664

TECHNOLOGY SERVICES

Australia

MELBOURNEComputershare Technology Services18 – 62 Trenerry CrescentAbbotsford Victoria Australia 3067Telephone +61 3 9235 5500Facsimile +61 3 9235 5600PO Box 103 Abbotsford Victoria Australia 3067

SYDNEYComputershare Technology ServicesLevel 5 / 60 Carrington StreetSydney NSW 2000Telephone +61 2 8234 5400Facsimile +61 2 8234 5455

Canada

MONTREALComputershare Technology Services7th Floor1800 Avenue McGill College Montreal Quebec H3A 3K9Telephone +1 514 982 7000Facsimile +1 514 982 7069

United States of America

CHICAGOComputershare Technology Services2 North LaSalle StreetChicago Illinois 60602Telephone +312 588 4992Facsimile +312 601 4332

NEW YORKComputershare Technology ServicesWall Street Plaza19th Floor 88 Pine Street New York New York 10005Telephone +212 7017600Facsimile +212 7017664

INVESTOR RELATIONS

Australia

Computershare AnalyticsLevel 4 / 60 Carrington StreetSydney New South Wales 2000Telephone +61 2 8234 5253Facsimile +61 2 8234 5450

United Kingdom

England

BRISTOLComputershare AnalyticsThe PavilionsBridgwater RoadBedminster DownBristol BS99 7NH EnglandTelephone +44 870 702 0002Facsimile +44 870 703 6101

DESIGN/PRINT/MAIL

Australia

MELBOURNECi Limited 5 Westside Avenue Port Melbourne Victoria 3207Telephone +61 3 9646 9555Facsimile +61 3 9646 9566

SYDNEY Ci Limited 24 Byrne Street Auburn New South Wales 2144Telephone +61 2 9748 0777 Facsimile +61 2 9748 0133

United Kingdom

BRISTOLCi (UK) Ltd PO Box 1313 The Pavilions Bridgwater Road Bristol BS99 2GETelephone +44 117 944 9100 Facsimile +44 117 944 9101

New Zealand

AUCKLANDCi (NZ) Ltd 17A William Pickering Drive North Harbour Industrial Estate Auckland 1331 New ZealandTelephone +64 9 415 6170Facsimile +64 9 415 6580

CUSTODIAL SERVICES

South Africa

JOHANNESBURGComputershare Custodial Services Ltd2nd FloorEdura House / 41 Fox StreetJohannesburg South Africa 2001PO Box 61051, MarshalltownJohannesburg South Africa 2107Telephone +2711370 7700Facsimile +27 11838 6496

WEBSITE

www.computershare.com

New Zealand

AUCKLANDComputershare Technology Services3rd Floor / 277 BroadwayNewmarket Auckland New ZealandPrivate Bag 92119Auckland New ZealandTelephone +64 9 522 0022Facsimile +64 9 522 0058

Philippines

MAKATI CITYComputershare Technology ServicesCitibank Tower / Unit 25-E, 25-F8741 Paseo de Roxas Makati City PhillippinesTelephone +63 2 848 0720Facsimile +63 2 848 0727

United Kingdom

England

LONDONComputershare Technology Services7th Floor / Jupiter HouseTriton Court14 Finsbury SquareLondon EC2A 1BRTelephone +44 207 920 0010Facsimile +44 207 920 0120

BRISTOLComputershare Technology ServicesThe PavilionsBridgwater RoadBedminster DownBristol BS99 7NH EnglandTelephone +44 870 702 0002Facsimile +44 870 703 6101

Scotland

EDINBURGHComputershare Technology ServicesOwen House8 Bankhead Crossway NorthEdinburgh EH11 4BR ScotlandTelephone +44 870 702 0012Facsimile +44 131 458 5526

Page 56: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

52C

OM

PUTE

RSH

AR

E R

EPO

RT

TO S

HA

REH

OLD

ERS

2000

CORPORATE DIRECTORY / FINANCIAL CALENDAR

CORPORATE DIRECTORY

DIRECTORS Alexander Stuart Murdoch (Chairman)Christopher John Morris (Managing Director)Peter John GriffinPenelope Jane MaclaganJohn Phillip ShergoldAnthony Norman Wales

COMPANY SECRETARIESAnthony Norman WalesDarryl John Corney

REGISTERED OFFICE18 – 62 Trenerry CrescentAbbotsford Victoria Australia 3067PO Box 103 Abbotsford Victoria Australia 3067Telephone +61 3 9235 5500Facsimile +61 3 9235 5600

STOCK EXCHANGE LISTINGSAustralian Stock Exchange LimitedThe New Zealand Stock Exchange

SOLICITORSMinter EllisonLevel 23 / Rialto Towers525 Collins StreetMelbourne Victoria 3000

AUDITORSArthur Andersen360 Elizabeth StreetMelbourne Victoria 3000

SHARE REGISTRYComputershare Limited18 – 62 Trenerry CrescentAbbotsford Victoria Australia 3067PO Box 103Abbotsford Victoria Australia 3067Telephone +61 3 9235 5500Facsimile +61 3 9235 5600

BANKERSNational Australia Bank Limited271 Collins StreetMelbourne Victoria 3000

Australia and New Zealand Banking Group Limited Corporate and Institutional Banking287 Collins StreetMelbourne Victoria 3000

FINANCIAL CALENDAR

7 SEPTEMBER 2000Announcement of result for the company’s 2000 financial year

8 SEPTEMBER 2000Books close for final dividend

29 SEPTEMBER 2000Payment of final dividend

2 OCTOBER 2000Mailing of Annual Report

2 NOVEMBER 2000Annual General Meeting – Melbourne

1 MARCH 2001Announcement of result for the halfyear ended 31 December 2000

12 MARCH 2001Books close for interim dividend

24 MARCH 2001Payment of interim dividend

CREDITSDesign by PanoperaWriting by Computershare and Andrew PeglerPhotography by Earl CarterPrint by The Craftsman PressSatellite imagery was processed by the Bureau of Meteorology, obtained from the GeostationaryMeteorological Satellite (GMS-5) of the JapanMeteorological Agency, the Meteosat Geostationary Satellite (METOSAT-5) of the EuropeanOrganisation for the exploitation of MeteologicalSatellites (EUMETSAT) Meteosat Data©2000EUMETSAT and the Meteosat Geostationary Satellite (GOES–EAST) of the National Oceanic and Atmospheric Administration/Department of Commerce.

Page 57: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents
Page 58: REPORT TO SHAREHOLDERS 2000 - computershare.com Annual Report.pdf · Total shareholders’ equity ($000) 386,001 135,733 Performance Indicators Basic earnings per share 7.5 cents

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