Perpetual Limited — M&A Activity 2013

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16 May 2013

Shareholder Update

Dear Shareholder

On 7 May 2013, Perpetual announced that it had entered into an agreement under which it proposes to acquire all of the ordinary shares in The Trust Company.

The Trust Company is a trustee company with over $168 billion in funds under management, advice or supervision.

We share with The Trust Company a heritage that pre-dates Australia’s federation, as well as outstanding client service values. As does Perpetual, The Trust Company has strong and longstanding client relationships and a team of talented and dedicated people.

It is proposed that this friendly acquisition would be completed through a Scheme of Arrangement. A Scheme of Arrangement is a process that is expected to take a few months and which includes regulatory reviews, as well as the obtaining of court approvals and the approval of The Trust Company’s shareholders.

The Board of Directors of The Trust Company has unanimously recommended our proposal to their shareholders in the absence of a superior proposal, however there can be no certainty of outcome at this stage until all approvals have been received and conditions met.

We take the view that The Trust Company represents an attractive opportunity for Perpetual as it is highly complementary with each of our three businesses. It will deliver economies of scale for Perpetual Investments and Perpetual Private and build a broader range of capabilities in Corporate Trust. An acquisition of The Trust Company will also contribute to our Transformation 2015 corporate vision and strategy to simplify, refocus and grow your company.

We remain focused on delivering the Transformation 2015 benefits in accordance with the previously announced program of work. The third pillar of that program focuses on accelerating growth and an acquisition of The Trust Company will strongly contribute to that objective.

Based on the findings of our extensive due diligence process, we expect the acquisition of The Trust Company to have a positive impact on our earnings per share, on an underlying profit after tax basis, from the next financial year onwards, and synergies of at least $15 million per year before tax to be achieved by the end of the second year post-acquisition. As such, we believe an acquisition of The Trust Company represents a financially compelling opportunity for you, our shareholders.

One of the important considerations relevant to this acquisition was whether it had any implications for our future dividends.

The Group’s dividend policy is to pay dividends within a range of 80-100% of net profit after tax (NPAT) on an annualised basis, with a goal to maximise fully franked dividends to shareholders.

Angel Place, Level 12, 123 Pitt Street Sydney NSW 2000, Australia GPO Box 4172, Sydney NSW 2001, Australia

Perpetual Limited ABN 86 000 431 827

Tel +612 9229 9000 Fax +612 8256 1494 [email protected]

The acquisition of The Trust Company Limited will naturally incur transaction expenses, predominantly in the first 12 to 18 months.

There will also be additional charges after the acquisition due to the requirement to amortise identifiable intangibles. These charges are of a non-cash nature and are not expected to affect the Group’s future cash flows.

Consistent with our prior practice, we expect to exclude the impact of certain significant items from NPAT in determining dividends.

We remain committed, including after any acquisition, to our objective of maximising the efficient return of surplus capital, as appropriate, to shareholders.

A combination of Perpetual and The Trust Company would also allow us to deliver additional product and service benefits to our clients. It will also create further opportunities for employees.

We are well placed for the integration of The Trust Company following our investment in Perpetual Private’s new portfolio wrap service and the refocusing of Corporate Trust on its corporate fiduciary services. The continued outstanding investment performance by Perpetual Investments can also be leveraged further. We have maintained our disciplined approach in reviewing this acquisition opportunity and we are confident in our ability to successfully apply our integration capabilities.

In conclusion, The Trust Company represents a compelling growth opportunity and further progresses Perpetual’s vision of becoming Australia’s largest independent wealth manager of choice. Your Board believes that the combination of these two businesses will provide substantial benefits for shareholders, clients and staff.

We look forward to reporting to you further on this important initiative for Perpetual.

In the meantime, you can read the full text of our announcement and our market presentation on the Shareholder Centre page of our website perpetual.com.au.

Yours faithfully

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Peter Scott Chairman

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Geoff Lloyd Managing Director and Chief Executive Officer

Angel Place, Level 12, 123 Pitt Street Tel +612 9229 9000 Sydney NSW 2000, Australia Fax +612 8256 1494 GPO Box 4172, Sydney NSW 2001, Australia [email protected]

Perpetual Limited ABN 86 000 431 827