Annual Report 2019

YEAR IN REVIEW During FY2019, Computershare took some important steps in executing our growth strategies. We made the second largest acquisition in Computershare’s history, purchasing Equatex, and we are well underway with our integration project and focused on delivering the benefits of this investment. At the same time, we began the work of transitioning our major business lines from a regional to a global model, to empower each of them to identify and take advantage of the best market opportunities wherever they might be found. With all this taking place, we still continued to hit our targets. Management EPS increased by 12.8%, EBITDA increased by 10.2% and return on equity once again exceeded 26%. We’ve seen improved operating leverage and margin expansion in the business. We benefited from higher interest rates which helped margin income increase by 40% to over $250 million. This enhanced our results and contributed to funding higher returns for shareholders. The final FY2019 dividend of AU 23 cents (up 9.5%) brings the total dividend for the year to AU 44 cents, an increase of 10% year on year. We are also carrying out an AUD 200 million on-market share buy-back to efficiently distribute capital to shareholders. In Employee Share Plans, the contribution of Equatex has outperformed our initial expectations, bringing stronger than expected transactional revenues. US Mortgage Services is also tracking to plan, with improving US market conditions leading to a stronger second half performance. The focus for Issuer Services, our largest business, has broadened from seeking efficiencies and margin improvement to achieving growth. We are focused on bringing new services and products to market to build share in new, complementary revenue pools. Our cost-out programs are another important contributor to our results, delivering over US $30 million of gross savings this year. Over the last three years, we have now realised over $80 million of gross savings with another $60 million to come over the next four years. Our balance sheet remains strong. After funding several major investments, our leverage ratio (net debt to EBITDA excluding non‑recourse debt) remains conservative at 1.84x. With our free cash flow we are well placed to self-fund our growth strategies and reward shareholders. OUTLOOK Computershare’s success comes from our disciplined execution. We have clear, long-term strategies, which in turn drive specific priorities for each year, communicated to every employee. In plain language, everyone knows exactly what they need to do. In FY2020 we expect underlying profit growth in all our major business lines. However, we expect this growth to be offset by the impact of two factors that are explained by our CEO in detail in his report. In effect, Management EPS is expected to decline by 5% this year. We are strongly committed to delivering sustained earnings growth and improved shareholder returns. ACKNOWLEDGMENTS On behalf of my fellow directors, I’d like to thank you for your ongoing support as a shareholder and look forward to your continuing involvement in FY20. Computershare is well positioned to maintain growth and profitability into the future, and to provide real value for our shareholders, customers and communities alike. Of course, none of this would be possible without the outstanding people that work in our offices around the world. As we often reiterate, culture is critical to us. In support of this, our global People team has rolled out a new program ‘Being Purple’ to codify our core values of Certainty, Ingenuity and Advantage that underly our strong performance year on year. I’d also like to take a moment to convey our appreciation to more than 50 of our employees participating in Trek Nepal 2018 and 2019, who have committed to raise more than AUD 440,000 to support our major Change A Life partner, World Youth International. You can read more about this in the Community section of this report. Finally, I would like to especially thank Stuart Irving, our CEO and President, for the tireless work he performs on behalf of our company, and the high quality of leadership he provides, ensuring our strategies are fully realised. I’d also like to thank Mark Davis, our CFO. After nineteen years of service Mark has informed the Company of his intention to resign. We appreciate his outstanding contribution to Computershare and wish him all the very best for the future. I would also like to acknowledge my fellow board members for their considerable expertise, skills and invaluable support. Simon Jones Chairman

BUILDING COMPUTERSHARE FOR THE NEXT STAGE OF GROWTH Computershare has been run, since the mid-1990s when it first ventured overseas, as a regional business model, with some global shared services, and our reporting focused on country-by-country breakdowns. During the last 18 months we have been looking at ways to work smarter, intensify our customer focus, identify opportunities for new business and, importantly, build out additional products. At times the regional model has restricted us, so we have moved to an entirely new management structure aligned around complementary products in the group, designed to enable the next phase of growth. (Please note, this will bring changes in our segment reporting from FY2020, but not in this report.) We design and execute long-term plans and we do the right thing by the business, our customers and our people. That’s Computershare in a nutshell and our new structure is part of that. We continue to do the things that have served us well and evolve with our customers’ needs. For Issuer Services, our ongoing focus is to re-energise, expand and increase the profitability of our largest and most established business. We are ambitious for growth – our aim is to continue to build our core business while leveraging our registry skills and deep customer relationships into new complementary markets (including Entity Management, Registered Agent, and Private Markets). We will continue to improve our front office capabilities and expand and enhance our product suite. With Net Promoter Scores in this business between 50 to 70 across all our regions, we are well-placed to build share in these new revenue pools. We also see positive structural growth trends in this area, such as rising compliance and regulatory reporting requirements, and increasing numbers of subsidiaries within company structures. The emerging field of ‘RegTech’ – technologies and services that help companies come to grips with rising compliance, governance and reporting requirements – offers us many new opportunities for cross-selling and further revenue growth. In Share Plans, our decision to acquire Equatex is already bearing fruit, providing a greater than expected contribution towards these FY2019 results. Business integration is on track. We have commenced moving clients to the EquatePlus platform, and we reaffirm the $30 million of synergy cost benefits across the combined business that we detailed last May. Taking a wider view, Equatex increases our scale, upgrades our technology and capabilities, balances our industry exposure and improves our earnings. It also enables us to continue to upgrade customer experience and to provide data insights to help our client companies attract, retain and reward their key employees. We’ve also continued to invest in our US Mortgage Services business: $31.8m for the LenderLive acquisition, $100.4m in mortgage service rights and capex of $55.6m. We expect further growth in this market to be less capital intensive. The balance of loans under management in the US is up 25.7% to $101.8bn, and we are carefully building additional scale with scope to grow to around $150bn. Towards the end of FY2019, we achieved our target of 20% pre-tax profit margins in this business. We are quietly proud of this. We are now working on delivering these margins on a sustained basis. Supporting our major business lines, we’ve continued to transition to a global service model, eliminating inefficiency and duplicated effort, and finding the best locations to provide the highest levels of service at lower cost. We are also changing the way that technology is leveraged within Computershare. We have created specialised roles at the highest level of global technology management – a global CIO to drive innovation and development, and a global CTO to oversee service delivery and infrastructure. Together, they will be offering our business lines a range of models for how they develop new products and how they deploy them. Each business line has been assigned its own CIO, working with business heads to determine the best strategies to bring new products to market and the right mix of technology investment. EXECUTING OUR STRATEGIC PRIORITIES We have a very positive scorecard in terms of delivering on what we committed to do during the past twelve months. This is not accidental. Every year our global management team develops a carefully focused set of objectives that align with our longer-term plans for achieving sustained growth. I share updates for these priorities regularly with all my fellow employees across our global organisation. Everyone here knows them. It’s that shared alignment that underpins our execution strength and drives our results. Please bear in mind that FY2018’s results benefited from over $60 million of event-based revenue that came from three large pieces of work – these mask somewhat the strength of our FY2019 results. Notwithstanding that high base, our revenue increased by 4.8% to $2,411.4 million. Management EBITDA increased to $685.9 million, a rise of 10.2% which was aided by the improved revenue mix coming from margin income. The EBITDA margin for the year increased by 130bps to 28.4%. Over the last ten years, Computershare’s EBITDA margin has been in a consistent range of between 24.1% and 29.4%. It has been below 26% in only two of those 20 half-year periods. Our goal is to continue to deliver high quality results through economic cycles. Our management effective tax rate for the year was 26.5% which was a little lower than expected in our original guidance assumptions. As we noted at the half, there was a favourable settlement of a legacy tax matter, around $3 million, which was a major part of the benefit. Management EPS was up 12.8% and statutory EPS was higher again at 76.57 cents, up almost 40% on last year. (This includes the gain on sale from the disposal of the Karvy business.) Our cost-out programs are clearly part of this performance, delivering over $30 million of gross savings this year. These savings help us manage our costs. Total operating costs increased by 2.7% compared to revenue growth of 4.8%. Excluding acquisitions and disposals, total operating costs decreased 0.2%. Our largest business, US Register Maintenance, continues to perform, achieving 5.3% organic revenue growth on the back of some high‑profile client wins increasing the number of shareholders we service. These clients recognise our technical expertise, capability in complex transactions and global scope. Across Register Maintenance and Corporate Actions, our EBITDA margin increased to 35.8% (+250bps) despite weaker Corporate Actions activity in the second half. In Employee Share Plans, revenue grew 29.6% and EBITDA was up 31.6%. This includes the Equatex contribution. EBITDA margin (excluding margin income) increased to 19.5% (+200bps) supported by efficiency gains. In Business Services, we achieved revenue growth of 5.7%, which includes growth of 11.5% in mortgage services and another strong performance in corporate trust. We have started to expand this strong business into new markets. Margin income also made a strong contribution of $250.7m, up 39.7%, on average client balances of $18.5bn for the year. Computershare continues to deliver high returns, achieving returns of 26.4% (on equity) and 14.8% (on invested capital). We’ve paid a final dividend of 23 cents (+9.5% pcp) and an overall dividend of 44 cents (+10% on FY2018), along with an AUD 200m on-market buy-back. At the same time, we have maintained a conservative balance sheet. This provides us with the flexibility to self-fund our organic growth strategies with value adding acquisitions as they arise. OUTLOOK FOR FY2020 While we have good cause to be optimistic about how Computershare is positioned for long-term growth and profitability, FY2020 Management EPS is expected to decrease by around 5% on FY2019 in constant currency terms. While I am disappointed by this expected result, particularly for our shareholders, it shouldn’t be taken as an indicator of weakness in our core businesses. Rather, it reflects two factors for FY2020: extra costs imposed by the delayed migration of UK loans onto our own platforms and the adoption of AASB16 accounting for leases. Without these two factors, we would expect Management EPS to increase by 5% in constant currency terms. We’ve been clear and consistent on our guidance on the UKAR migrations. Our engagement with UK Mortgage Services clients continues to be positive as we jointly progress through to the new agreed migration dates, and we absolutely expect to complete this onboarding by May 2020. In the meantime, we’ve brought forward a program of cost reductions in this business to respond to short‑term weakness in the UK mortgage market due to uncertainties surrounding Brexit. However, more widely, we have expectations for higher growth and profitability in 2021 and beyond. We’ve brought in fresh management talent to revitalise performance and empowered them to pursue growth through new products and services to clients and shareholders. Our new global business line structure allows greater focus on front-office coordination and cross-selling. Improved customer service levels and investments in product development give us an increasing competitive edge in large markets. We continue to foster technology innovation and expect to gain wider benefits from the toolkit we brought in with the Equatex purchase. We are driving further digitisation and data mining to streamline operational processes and improve our delivery for customers. In light of this, I’d like to express my appreciation to our shareholders for the interest, input and support they have provided to us over the past year and look forward to their ongoing participation in the future. I’d also like to thank my fellow workers across our many global offices for the outstanding contribution they continue to make to Computershare’s success. We have a special culture of customer focus and a ‘can do’ ethic that I have observed countless times on my travels. I draw a great deal of inspiration from their enthusiasm and professionalism; those interactions are the thing I enjoy most about my role. Mark Davis deserves special recognition. He has been a great partner for me and I thank him for his counsel and support over the years we have worked together. In short, I am excited by the opportunities ahead of us and I am confident in our ability to deliver. Stuart Irving CEO