Computershare : Retail Entitlement Offer and Retail Offer Booklet

MARKET ANNOUNCEMENT

Computershare Limited ABN 71 005 485 825 Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067 Australia PO Box 103 Abbotsford Victoria 3067 Australia

Telephone [phone]

Facsimile 61 3 9473 2500 www.computershare.com

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Date:	31 March 2021
To:	Australian Securities Exchange
Subject:	Retail Entitlement Offer - Retail Offer Booklet

Computershare Limited (Computershare) advises that, in respect of its underwritten 1 for 8.8 pro-rata accelerated renounceable entitlement offer (with retail entitlements trading) that was announced on 24th March 2021 (Entitlement Offer), the retail component of the Entitlement Offer (Retail Entitlement Offer) opens today.

Enclosed is a copy of the Retail Offer Booklet in respect of the Retail Entitlement Offer.

Computershare also advises that it will today complete despatch of the following documents:

1. to Eligible Retail Shareholders (as defined in the Retail Offer Booklet) of Computershare who have a registered address in Australia and New Zealand and who have nominated to receive documents from Computershare by electronic means, the Retail Offer Booklet and personalised Entitlement and Acceptance Form by such electronic means; and
2. to any other Eligible Retail Shareholders of Computershare who have a registered address in Australia and New Zealand, a letter notifying them of the Retail Entitlement Offer and providing instructions on how to participate in the Retail Entitlement Offer.

For further information contact:

Michael Brown

Investor Relations

Ph [phone] [e-mail]

This announcement was authorised to be given to the ASX by the Company Secretary

This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any shares in the United States. The Retail Entitlements and the New Shares (each, as defined in the Retail Offer Booklet) have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Retail Entitlements may not be issued to, or exercised or taken up by, and the New Shares may not be offered or sold to, directly or indirectly, persons in the United States or persons who are acting for the account or benefit of persons in the United States unless they are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction of the United States.

In particular, persons in the United States and persons acting for the account or benefit of persons in the United States will not be eligible to purchase or trade Retail Entitlements on the ASX or otherwise, or take up or exercise Retail Entitlements purchased on the ASX or otherwise, or transferred from another person.

MARKET ANNOUNCEMENT

RETAIL ENTITLEMENT OFFER

Computershare Limited

1 for 8.8 pro rata accelerated renounceable entitlement offer of Computershare Limited ordinary shares at $13.55 per New Share

Retail Entitlement Offer closes:

5.00pm (Melbourne time) on Monday, 19 April 2021

If you are an Eligible Retail Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. This document is not a prospectus under the Corporations Act and has not been lodged with the Australian Securities and Investments Commission. You should consult your stockbroker, solicitor, accountant or other professional adviser if you have any questions.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

IMPORTANT NOTICES

This Retail Offer Booklet is dated Wednesday, 31 March 2021 and relates to the Retail Entitlement Offer, which is part of the Entitlement Offer by Computershare Limited (ACN 005 485 825)

(Computershare) to raise approximately A$835 million. Capitalised terms in this section have the meaning given to them in this Retail Offer Booklet.

This Retail Offer Booklet has been issued by Computershare.

The Retail Entitlement Offer is made pursuant to section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73). This Retail Offer Booklet is not a prospectus or a product disclosure statement under the Corporations Act and has not been lodged with ASIC. This Retail Offer Booklet does not contain all of the information which would be required to be disclosed in a prospectus or product disclosure statement. As a result, it is important for you to read and understand the publicly available information on Computershare and the Entitlement Offer (for example, the information available on Computershare's website at www.computershare.com/corporate

or on ASX's website at www.asx.com.au) prior to deciding whether to accept your Retail Entitlement and apply for New Shares. The information in this Retail Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

Please contact your professional adviser or the Computershare Offer Information Line on 1300 218 195 (within Australia) or [phone] (outside Australia) between 8.30am and 5.00pm (Melbourne time) on Monday to Friday if you have any questions.

This Retail Offer Booklet should be read in its entirety (including the accompanying Entitlement and Acceptance Form) before you decide to participate in the Retail Entitlement Offer. In particular, the Investor Presentation in Section 3 of this Retail Offer Booklet details important factors and risks that could affect the financial and operating performance of Computershare. Please refer to the 'Key risks' section of the Investor Presentation for details. When making an investment decision in connection with the Retail Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues (some of which have been outlined in Section 5 of this Retail Offer Booklet).

In addition to reading this Retail Offer Booklet in conjunction with Computershare's other periodic and continuous disclosure announcements including the Investor Presentation and Computershare's announcements to ASX and on its website, you should conduct your own independent review, investigations and analysis of Computershare and the New Shares and obtain any professional advice you require to evaluate the merits and risks of an investment in Computershare before making any investment decision.

By paying for your New Shares through BPAY® or EFT in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Retail Offer Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Retail Offer Booklet.

No overseas offering

This Retail Offer Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Retail Offer Booklet does not constitute an offer to Ineligible Retail Shareholders.

This Retail Offer Booklet is not to be distributed in, and no offer of New Shares is to be made, in countries other than Australia and New Zealand.

No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Retail Offer Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this Retail Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for Computershare to lawfully receive your Application Monies.

New Zealand

The Entitlements and the New Shares are not being offered to the public within New Zealand other than to existing shareholders of Computershare with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. The offer of New Shares is renounceable in favour of members of the public.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States

None of the information in this Retail Offer Booklet or the accompanying Entitlement and Acceptance Form constitutes an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person acting for the account or benefit of any person in the United States. Neither this Retail Offer Booklet (or any part of it), the accompanying ASX Announcements and Investor Presentation nor the accompanying Entitlement and Acceptance Form may be released or distributed directly or indirectly, in the United States.

The Entitlements and the New Shares have not been, and will not 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 persons in the United States, and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States, or persons that are acting for the account or benefit of persons in the United States. The Entitlements and the New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold outside the United States in 'offshore transactions' (as defined in Rule 902(h) under the

U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.

Definitions, time and currency

Defined terms used in this Retail Offer Booklet are contained in Section 6. All references to time are to Melbourne time, unless otherwise indicated.

All references to '$' are AUD unless otherwise noted.

Taxation

There will be tax implications associated with participating in the Retail Entitlement Offer and receiving New Shares or Retail Entitlements. Section 5 provides for a general guide to the Australian income tax, goods and services tax and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders. The guide does not take account of the individual circumstances of particular Eligible Retail Shareholders and does not constitute tax advice. Computershare recommends that you consult your professional tax adviser in connection with the Retail Entitlement Offer.

Privacy

Computershare collects information about each Applicant for the purposes of processing the Application and, if the Application

is successful, to administer the Applicant's shareholding in Computershare.

By paying for your New Shares through BPAY® or EFT in accordance with the instructions on the Entitlement and Acceptance Form, you will be providing personal information to Computershare (directly or through the Share Registry). Computershare collects, holds and will use that information to assess your Application. Computershare collects your personal information to process and administer your shareholding in Computershare and to provide related services to you. Computershare may disclose your personal information for purposes related to your shareholding in Computershare, including to the Share Registry, Computershare's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that Computershare holds about you. To make a request for access to your personal information held by (or on behalf of) Computershare, please contact Computershare through the Share Registry.

Governing law

This Retail Offer Booklet, the Retail Entitlement Offer and the contracts formed on acceptance of the Applications are governed by the law of Victoria, Australia. Each Applicant submits to the exclusive jurisdiction of the courts of Victoria, Australia.

Past performance

Investors should note that Computershare's past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guarantee or guidance as to) Computershare's future performance including Computershare's future financial position or share price performance.

Future performance

This Retail Offer Booklet contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of Computershare and certain plans and objectives of the management of Computershare. Forward-looking statements include those containing words such as "anticipate", "believe", "expect", "estimate", "should", "will", "plan", "could", "may", "intends", "guidance", "project", "forecast", "target", "likely" and other similar expressions, and include, but are not limited to, statements regarding the outcome and effects of the Retail Entitlement Offer and the Acquisition. Any forward-looking statements, opinions and estimates provided in this Retail Offer Booklet are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks and uncertainties and other factors which are beyond the control of Computershare and the Joint Lead Manager Parties. This includes any statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements may include projections, guidance on future revenues, earnings, dividends and estimates.

The forward-looking statements contained in this Retail Offer Booklet involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

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 outbreak of COVID-19.Forward-lookingstatements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither Computershare, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-lookingstatement will actually occur. In particular, such forward-lookingstatements are subject to significant uncertainties and contingencies, many of which are outside the control of Computershare. A number of important factors could cause actual results or performance to differ materially from the forward-lookingstatements. Investors should consider the forward-lookingstatements contained in this Retail Offer Booklet in light of those disclosures.

The forward-looking statements are based on information available to Computershare as at the date of this Retail Offer Booklet. Except as required by law or regulation (including the Listing Rules), Computershare is under no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

The Joint Lead Managers have not authorised, approved or verified any forward-looking statements.

Joint Lead Managers

Goldman Sachs Australia Pty Ltd and UBS AG, Australia Branch (the Joint Lead Managers) have acted as Joint Lead Managers to, and underwriters of the Entitlement Offer. Neither the Joint Lead Managers, their affiliates, shareholders or related bodies corporate (as that term is defined in the Corporations Act), nor any of their respective directors, employees, officers, representatives, agents, partners, consultants, affiliates, advisers or intermediaries (together with the Joint Lead Managers, the Joint Lead Manager Parties), nor the advisers to Computershare or any other person (other than Computershare), has authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this Retail Offer Booklet (or any other materials released by Computershare) and the Joint Lead Manager Parties do not make or purport to make, and have not authorised, approved or verified any statement (including any forward-looking statement) in this Retail Offer Booklet and there is no statement in this Retail Offer Booklet which is based on any statement by any of them.

The Joint Lead Manager Parties may, from time to time, hold interests in the securities of, or earn brokerage, fees or other benefits from Computershare, including being directors of, or providing investment banking services to Computershare.

The Joint Lead Managers are full service financial institutions engaged in various activities, which may include trading, financing, financial advisory, investment management, research, principal investment, hedging, market making, brokerage and other financial and non-financial activities including for which it has received or may receive customary fees and expenses. The Joint Lead Managers or other Joint Lead Manager Parties may have interests in the shares of Computershare, including being directors of, or providing investment banking services to, Computershare.

The Joint Lead Managers are acting for and providing services to Computershare in relation to the Offer and will not be acting for or providing services to Shareholders or potential investors. The Joint Lead Managers have been engaged solely as independent contractors and are acting solely in a contractual relationship on an arm's length basis with Computershare. The engagement of the Joint Lead Managers is not intended to create any fiduciary obligations, agency or other relationship between the Joint Lead Managers and Shareholders or potential investors and no Joint Lead Manager Party accepts any fiduciary obligations owed to or relationship with any investor or potential investor in connection with the Entitlement Offer or otherwise, and by accepting this Retail Offer Booklet each recipient expressly disclaims any fiduciary relationship and agrees that it is responsible for making its own independent judgements with respect to the Entitlement Offer, and any other transaction or other matter arising in connection with this Retail Offer Booklet.

1

IMPORTANT INFORMATION

The Joint Lead Managers will receive fees and expenses for acting as joint lead managers and underwriters to the Entitlement Offer. The Joint Lead Manager Parties may, from time to time, hold interests in the securities of, or earn brokerage, fees or other benefits from Computershare and may in the future be lenders to Computershare or its affiliates.

Disclaimer

Determination of eligibility of investors for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Computershare and the Joint Lead Managers. To the maximum extent permitted by law, each of Computershare and its affiliates and each Joint Lead Manager Party disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion. To the maximum extent permitted by law, the Joint Lead Manager Parties expressly exclude and disclaim all liability (including, without limitation, any liability arising from fault or negligence on the part of any person) and any direct, indirect, consequential or contingent loss, damage expense or cost whatsoever incurred by you as a result of your participation or failure to participate in the Retail Entitlement Offer and the information in this Retail Offer Booklet being inaccurate

or due to information being omitted from this Retail Offer Booklet, whether by way of negligence or otherwise, and make no representation or warranty, express or implied, as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representation or warranties, express or implied, as to the fairness, currency, accuracy, reliability or completeness of the information in this Retail Offer Booklet.

The Joint Lead Manager Parties make no representation regarding and take no responsibility for any part of this Retail Offer Booklet or any action taken by you on the basis of that information. To the maximum extent permitted by law, the Joint Lead Manager Parties exclude and disclaim all liability (including, without limitation, any liability arising from fault or negligence on the part of any person) and any direct, indirect, consequential or contingent loss, damage, expense or cost whatsoever arising from the use of any part of this Retail Offer Booklet or otherwise arising in connection with it.

The Joint Lead Manager Parties make no recommendation as to whether you or your related parties should participate in the Retail Entitlement Offer nor do they make any representations or warranties, express or implied, to you or any other person concerning the Entitlement Offer or any such information, and by paying for your New Shares through BPAY® or EFT in accordance with the instructions on the Entitlement and Acceptance Form, you represent, warrant and agree that you have not relied on any statements made by the Joint Lead Manager Parties in relation to the New Shares or the Entitlement Offer generally and you further expressly disclaim that you are in a fiduciary relationship with any of them.

The Retail Entitlement Offer is being undertaken by Computershare and the Joint Lead Managers have no role, involvement or responsibility for the Retail Entitlement Offer.

Risks

Refer to the 'Key risks' section of the Investor Presentation included in Section 3 of this Retail Offer Booklet for a summary of general and specific risk factors that may affect Computershare. You should consider these risks carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Retail Entitlement Offer.

No cooling off

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw an Application once it has been accepted.

Trading Retail Entitlements and New Shares

Computershare and the Joint Lead Manager Parties will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade Retail Entitlements before they receive their Entitlement and Acceptance Form, whether on the basis of confirmation of the allocation provided by Computershare or the Share Registry or otherwise, or who otherwise trade or purport to trade Retail Entitlements in error or which they do not hold or are not entitled to.

Computershare and the Joint Lead Manager Parties will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by Computershare or the Share Registry, or failure to maintain their updated details on the Computershare share register or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Retail Offer Booklet.

Any information or representation that is not in this Retail Offer Booklet may not be relied on as having been authorised by Computershare, its officers or its related bodies corporate in connection with the Retail Entitlement Offer.

If you are in any doubt as to these matters, you should first consult with your stockbroker, solicitor, accountant or other professional adviser.

The information in this Retail Offer Booklet remains subject to change without notice.

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