Computershare : Investor presentation - acquisition and capital r...

ACQUISITION OF WELLS FARGO CORPORATE TRUST SERVICES AND EQUITY RAISING

Stuart Irving

CEO and President

24 March 2021

Not for distribution or release in the United States

Nick Oldfield

Chief Financial Officer

This investor presentation (Presentation) is dated 24 March 2021 and has been prepared by Computershare Limited (ABN 71 005 485 825) (Computershare or CPU) and approved for release to the ASX by the CPU Board. By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation, you acknowledge and agree to the terms set out below.

This Presentation has been prepared in relation to:

• ‒ Computershare's acquisition (Acquisition) of the corporate trust business of Wells Fargo Bank, N.A. and Wells Fargo Delaware Trust Company, N.A. (Wells Fargo Corporate Trust Services or CTS); and

• ‒ a pro rata accelerated renounceable entitlement offer with retail rights trading of new fully paid ordinary shares in Computershare (New Shares) to be made to eligible institutional shareholders of Computershare in certain permitted jurisdictions (Institutional Entitlement Offer) and eligible retail shareholders of Computershare in Australia and New Zealand (Retail Entitlement Offer) under section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) as modified by Australian Securities and Investments Commission (ASIC) Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 (Entitlement Offer).

Summary information

This Presentation is for information purposes only and is a summary only. It should be read in conjunction with Computershare's most recent financial report and Computershare's other periodic and continuous disclosure information lodged with the Australian Securities Exchange (ASX), which is available atwww.asx.com.au. The content of this Presentation is provided as at the date of this Presentation (unless otherwise stated). The information in this Presentation remains subject to change without notice. Computershare may in its absolute discretion, but without being under any obligation to do so, update or supplement this Presentation. Any further information will be provided subject to the terms and conditions contained in this important notice and disclaimer. Reliance should not be placed on information or opinions contained in this Presentation and, subject only to any legal obligation to do so, Computershare does not have any obligation to correct or update the content of this Presentation.

Certain information in this Presentation has been sourced from the sellers of Wells Fargo Corporate Trust Services, its representatives or associates. As described further in the risk factors outlined in Appendix A of this Presentation, Computershare has not been able to verify the accuracy, reliability or completeness of all such information and no representation or warranty, expressed or implied, is made by Computershare as to its accuracy, reliability or completeness. If any such information is or proves to be inaccurate, incomplete, incorrect, or misleading, there is a risk that the actual financial position and performance of Computershare may be materially different to the financial position and performance expected by Computershare and reflected in this Presentation.

Certain market and industry data used in this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither Computershare nor its advisers or representatives have independently verified any such market or industry data provided by third parties or industry or general publications.

Not financial product advice or offer

This announcement is not financial product advice and has not taken into account your objectives, financial situation or needs. This announcement has been prepared for release in Australia. This Presentation does not and does not purport to contain all information necessary to make an investment decision, is not intended as investment or financial advice (nor tax, accounting or legal advice), must not be relied upon as such and does not and will not form any part of any contract or commitment for the acquisition of New Shares. Any decision to buy or sell securities or other products should be made only after seeking appropriate financial advice.

This Presentation is of a general nature and does not take into consideration the investment objectives, financial situation or particular needs of any particular investor.

Any investment decision should be made solely on the basis of your own enquiries. Before making an investment in Computershare, you should consider whether such an investment is appropriate to your particular investment objectives, financial situation or needs.

This Presentation is for information purposes only and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with ASIC or any other foreign regulator). This Presentation is not, and does not constitute, and should not be read or understood as an invitation, solicitation, inducement, recommendation or offer of securities for subscription, purchase or sale in any jurisdiction. The distribution of this Presentation in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, this Presentation must not be distributed or released in the United States.

This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person who is acting for the account or benefit of any person in the United States, or in any other jurisdiction in which such an offer would be illegal.

Not financial product advice or offer continued

Neither the entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be taken up or exercised by, and the New Shares may not be offered or sold to, directly or indirectly, persons in the United States or persons that are acting for the account or benefit of persons in the United States, unless they have been registered under the U.S. Securities Act (which Computershare has no obligation or intention to do or procure) or are offered or sold in a transaction except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.

Refer to Appendix C of this Presentation for further details about international offer restrictions.

The retail offer booklet for the Retail Entitlement Offer will be available following its lodgement with the ASX. Any eligible retail shareholder in Australia or New Zealand who wishes to participate in the Retail Entitlement Offer should read the retail offer booklet before deciding whether to apply under that offer.

Investment risk

An investment in Computershare shares is subject to known and unknown risks, some of which are beyond the control of Computershare and its directors and officers. Neither Computershare nor the Underwriters guarantee any particular rate of return or the performance of Computershare nor do they guarantee any particular tax treatment. You should have regard to the risk factors outlined in Appendix A of this Presentation when making your investment decision. Cooling off rights do not apply to the acquisition of New Shares.

Financial information

All financial information in this Presentation is in US Dollars (US$, $ or USD) unless otherwise stated. The financial information for Wells Fargo Corporate Trust Services in this presentation is unaudited. Wells Fargo Corporate Trust Services is a division of Wells Fargo Bank N.A. and its financial information is carve out in nature and not separately audited from Wells Fargo Bank N.A. In addition, Computershare has not been able to verify, and accordingly does not take responsibility for, the accuracy, reliability or completeness of such information. This Presentation includes certain pro forma financial information including in relation to Wells Fargo Corporate Trust Services. The pro forma financial information has been prepared by Computershare in reliance on the financial and other information in relation to Wells Fargo Corporate Trust Services that was provided to Computershare in connection with the Acquisition. Investors should note that Computershare has not been able to verify the accuracy, reliability or completeness of, and accordingly Computershare does not take responsibility for such information. The pro forma financial information has not been subject to audit or review. The pro forma financial information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of Computershare's views on its, nor anyone else's, future financial position and/or performance or any scale benefits, synergies or opportunities that may be realised as a result of the Acquisition. The pro forma historical financial information has been prepared by Computershare in accordance with the measurement and recognition principles, but not the disclosure requirements, prescribed by the Australian Accounting Standards (AAS). In addition, the pro forma financial information in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission, and such information does not purport to comply with Article 3-05 of Regulation S-X.

Investors should be aware that certain financial measures included in this Presentation are 'non-IFRS financial information' under ASIC Regulatory Guide 230: 'Disclosing non-IFRS financial information' published by ASIC and also 'non-GAAP financial measures' within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under AAS and International Financial Reporting Standards (IFRS). Non-IFRS financial information/non-GAAP financial measures in this Presentation include EBIT, EBITDA, Management EBITDA, net debt, ROIC, leverage, recurring revenue, non-recurring revenue, margin income and Adjusted EV. Such non-IFRS financial information/non-GAAP financial measures do not have a standardised meaning prescribed by AAS or IFRS. Therefore, the non-IFRS financial information may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Although Computershare believes these non-IFRS financial measures provide useful information to investors in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any non-IFRS financial information/non-GAAP financial measures included in this Presentation.

Certain figures, amounts, percentages, estimates, calculations of value and fractions provided in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation.

Limitation on information in relation to CTS

All information in this presentation in relation to CTS is extracted from publicly available information about CTS or information obtained from the sellers of CTS or derived from due diligence investigations undertaken by CPU and its advisers based solely on such information. CPU has not independently verified such information, and, to the maximum extent permitted by law, makes no representation or warranty, express or implied, as to the fairness, accuracy, correctness, completeness or adequacy of any information in relation to CTS.

Past performance

Past performance, including past share price performance of Computershare and pro forma financial information given in this Presentation, is given for illustrative purposes only and should not be relied upon as (and is not) an indication of Computershare's views on its future financial performance or condition. Past performance of Computershare and Wells Fargo Corporate Trust Services cannot be relied upon as an indicator of (and provides no guidance as to) the future performance of Computershare. Nothing contained in this Presentation nor any information made available to you is, or shall be relied upon as, a promise, representation, warranty or guarantee, whether as to the past, present or future.

Future performance and forward-looking statements

This Presentation contains certain "forward-looking statements". The words "expect", "anticipate", "estimate", "intend", "believe", "guidance", "should", "could", "may", "will", "predict", "plan" and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position, including Computershare's FY21 guidance, the outcome of the Acquisition and performance and any synergies of the combined businesses following the Acquisition and the outcome of the Entitlement Offer are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks and certainties and other factors which are beyond the control of Computershare, its directors and management including any further impacts of COVID-19 on Computershare's continued trading and operations. This includes statements about market and industry trends, which are based on interpretations of current market conditions.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic.

Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumption on which these statements are based. These statements may assume the success of Computershare's business strategies. The success of any of those strategies will be realised in the period for which the forward-looking statement may have been prepared or otherwise. Except as required by law or regulation, none of Computershare, its representatives or advisers assumes any obligation to update these forward-looking statements. No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Presentation. The forward-looking statements are based on information available to Computershare as at the date of this Presentation. Except as required by law or regulation (including the ASX Listing Rules), none of Computershare, its representatives or advisers undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements.

Disclaimer

To the maximum extent permitted by law, each of Computershare and the Underwriters (defined on slide 26 of this Presentation) and each of their respective related bodies corporate, shareholders and affiliates, and each of their respective officers, directors, partners, employees, representatives, affiliates, agents, consultants and advisers exclude and expressly disclaim:

• ‒ any and all responsibility and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any direct, indirect, consequential or contingent loss, damage, expense or cost arising from this Presentation or reliance on anything contained in or omitted from it or otherwise arising in connection with this Presentation or incurred by you as a result of your participation in, or failure to participate in, the Offer;

• ‒ any obligations or undertaking to release any updates or revision to the information in this Presentation to reflect any change in expectations or assumptions; and

• ‒ all liabilities in respect of, and make no representation or warranty, express or implied, as to the accuracy, currency, reliability, completeness or fairness of the information, opinions and conclusions contained in this Presentation or any constituent or associated presentation, or that this Presentation contains all material information about Computershare or that a prospective investor or purchaser may require in evaluating a possible investment in Computershare or acquisition of shares in Computershare, or likelihood of fulfilment or reasonableness of any forecasts, prospects or returns or forward-looking statement or any event or results expressed or implied in any forward-looking statement.

The Underwriters and each of their respective related bodies corporate, shareholders and affiliates, and each of their respective officers, directors, partners, employees, representatives, affiliates, agents, consultants and advisers (each an Underwriter Party):

• ‒ have not independently verified any of the information in this Presentation and take no responsibility for any part of this Presentation or the Entitlement Offer;

• ‒ have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation;

• ‒ make no recommendations as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning the Entitlement Offer; and

• ‒ do not make or purport to make any statements in this Presentation and there is no statement in this Presentation which is based on any statement by any of them.