22 July 2013
The Manager
Company Announcements Office The Australian Securities Exchange Level4
20 Bridge Street
Sydney
NSW
2000

Trusted sbzce 1888

Equìty Trustees Umited

ABN460040312.98

AFS Licence No .240975

RSE Lken<:e No L0003004

levell,575 Bourke Street

Melbourne Victorìa 3000

GPOBox2307

Melbourne Vie 3001

Telephone (61 3) 8623 5000

Facsimile (61 3} 8623 5200

Email equity@eqt.com.au

Website www.eqt.com.au

Dear Sir/Madam

Takeover Bid by Equity Trustees Limited in relation to The Trust Company Limited- Extension of offer period

We enclose, pursuant to section 6500(1) of the Corporations Act 2001 (Cth}, a notice of variation in relation to Equity Trustees Limited's off market takeover bid for The Trust Company Limited, together with a copy of the letter to Trust Company shareholders accompanying the notice of variation.
Yours faithfully

#-··

Terry Ryan


CFO and Company Secretary Equity Trustees Limited TRyan@ egt.com.au
T +61 3 8623 5372

Enel

22 July 2013

1- 0 0 0 0 0 1 000 EQT MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Trust Company Shareholder,

EQT's Offer is extended to allow time for you to accept



fquiTrl1$ts UIYlìhJ.d

ABN 46 004031 198

AFSLlcènceNo 2400/5

RSE lkence No L0003004

Level2,575 Sourke Street

Mtllbo Jme Vktorla 3000

GP08ox2307

Melbourne f1c 3001

Telephone (61 3) 8623 5000

Facsimile {61 3) 8623 5200

f.mt ll!i.'f.lUity@ìttt'.Jt.ttJrrLiW

Wébsite www.eqtc.on1.t u

This letter provides a brief update on the status of our offerto acquire your shares in The Trust Company in exchange for shares in Equity Trustees (ASX: EQT).

On 21 June, Equity Trustees increased our originai offer by 12o/o and provided you with the opportunity to receive a dividend from Trust Company of 22 cents per share (which is anticipated to be fully franked).

Significantly, EQT anticipates higher pre-tax synergies from a merger with Trust Company of $11m per year with the possibility of that increasing to $15m per year. This is very materia! when you consider that pro-forma post tax earnings for the combined group are in the order of $18m.

Following our improved offer, the Board of Trust Company invited EQT to present our views on the synergies to an independent expert, Ernst & Young. These meetings were held on 2 July and 10 July. We are encouraged by this interaction and remain confident that the stated level of synergies is readily achievable by our management team, who have the expertise to deliver the benefits forali shareholders.

lmportantly, as a former Trust Company shareholder you will receive 62°/o of the combined synergies

- which is in stark contrast to the low 11o/o possible under Perpetual's competing proposai.

EQT is a company that is complementary to Trust Company, with less exposure to volatile financial markets than Perpetual's busJJne ss· -"·"W'···""'" EQT considers we offer higher lon value ; and more control for you as a shareholder in ee1S.":ei'itlba nv

On 16 May, the Australian Competition and Consumer Comm .

a review of Perpetual's proposed acquisition of The Trust Co pany the proposed date for announcement of ACCC's decision is

release of a Statement of lssues).

To allow for the decision from the ACCC as well as Trust C extended the closing date of our offer to 30 September 20 this extension.

-------- -- ----

Samples/00000 l /00000 l


Page 12

We encourage you to revisit our earlier statements regarding the attractions of our offer, which are also shown on our website at www.eqt.com.au. You can accept our improved offer at any time by completing the acceptance form previously sent to you. lf you have any queries, or would like a replacement acceptance form, please cali our information line on 1300 357 574.

We remain committed to welcoming you as a new shareholder in our strengthened company. Together, our companies have the scale and capabilities to deliver superior long-term returns for ali shareholders.

Yours sincerely,

J A Killen OAM

Chairman

Equity Trustees Limited



To:

EQUITY TRUSTEES LIMITED ABN 46 004 031 298 NOTICE OF VARIATION EXTENDING OFFER PERIOD

Australian Securities and lnvestments Commission (AS/C)

Trusted since 1888

Equity Trustees Limited

ABN 46 004 031 298

AFS Licence No 240975

RSE Licence No L0003094

Level 2, 575 Bourke Street

Melbourne Victoria 3000

GPO Box 2307

Melbourne Vie 3001

Telephone (61 3) 8623 5000

Facsimile (61 3) 8623 5200

Email equity@eqt.com.au

Website www.eqt.com.au

2 The Trust Company Limited (ABN 59 004 027 749)
3 Each person to whom an offer was made (Offer) pursuant to the replacement bidder's statement dated 27 March 2013 (Bidder's Statement) by Equity Trustees
Limited (ABN 46 004 031 298) (Equity Trustees).
Equity Trustees gives notice under section 6500 of the Corporations Act 2001 (Cth) (Corporations Act) that it varies the Offer by extending the Offer Period (as described in the Bidder's Statement) so as to change the close of the Offer Period from 7.00pm (Melbourne time) on 31 July 2013, to
7.00pm (Melbourne time) on 30 September 2013 (unless further extended or withdrawn).
Pursuant to section 630(2)(a) of the Corporations Act, the new date for giving notice under section
630 of the Corporations Act of the status of the defeating conditions set out in section 9.8 of the
Bidder's Statement is 20 September 2013.
The Offer was previously varied by notices dated 23 Aprii 2013, 27 May 2013 and 21 June 2013. As this variation results in Equity Trustees varying the Offer in a way that postpones for more than
1 month the time when Equity Trustees has to meet its obligations under the bid, each person to whom Equity Trustees has made an Offer and who has accepted the Offer has the right to withdraw their acceptance within 1 month beginning on the day after the day on which a copy of this notice of variation is received in accordance with section 650E of the Corporations Act.
Any notice by a Trust Company Shareholder withdrawing its acceptance of the Offer under section
650E of the Corporations Aet must:
a. if the shares are in a CHESS Holding, be in the form of a Valid Originating Message transmitted to ASX Settlement by the Controlling Participant for that CHESS Holding, specifying the number of shares to be released from the Offer Accepted Subposition in which the relevant shares have been reserved; or
b. in any other case, be in writing and delivered to Equity Trustees.
lf a Trust Company Shareholder withdraws an acceptance in this manner, Equity Trustees must, before the end of 14 days after the day it is given the withdrawal notice:

a. return to the Trust Company Shareholder any documents that were sent by the Trust Company
Shareholder to Equity Trustees with the acceptance of the Offer; and
b. if the shares are in a CHESS Holding, transmit to ASX Settlement a Valid Message that authorises the release of those shares from the Offer Accepted Subposition in which the CHESS Holding has been reserved.
In order to assist with the processing of withdrawals, the withdrawal notice should identify the full name(s) of the withdrawing Trust Company Shareholder, provide the Trust Company Shareholder's Security Reference Number (SRN) or Holder ldentification Number (HIN) (if applicable) and be signed in the same manner as the Trust Company Shareholder signed the Acceptance Form.
Unless the context requires otherwise, terms defined in the Bidder's Statement have the same meaning when used in this notice.
Words defined in the ASX Settlement Operating Rules have the same meaning when used in this notice, unless the context requires otherwise.
A copy of this notice was lodged with ASIC on 22 July 2013. Neither ASIC nor any of its officers takes any responsibility for the contents of this notice.

Dated 22 July 2013

Signed on behalf of Equity Trustees Limited by directors of Equity Trustees Limited who are authorised toso sign by a resolution passed at a meeting of directors of Equity Trustees Limited.



Director Director
Equity Trustees Limited Equity Trustees Limited

distributed by