Off-Market Buy-Back Booklet

THIS IS AN IMPORTANT DOCUMENT If you are in any doubt as to the action you should take, please consult your financial, taxation or other professional adviser immediately.

Financial Adviser Legal Adviser Tax Adviser

This Buy-Back is not available to persons in, and this document is not to be distributed into, the United States of America or Canada.

Perpetual Limited ABN 86 000 431 827

A. Important Dates

August 2011
Friday, 26 August 2011	Announcement of Buy-Back
	Last day that Shares can be acquired on the ASX to be eligible to both:
Tuesday, 30 August 2011	ƒ participate in the Buy-Back; and
	ƒ qualify for franking credit entitlement in respect of Buy-Back consideration
	Ex-Entitlement Date: Shares acquired on the ASX on or after this date will generally not confer an entitlement to participate in the Buy-Back
Wednesday, 31 August 2011	Final Dividend ex-entitlement date: shares quoted ex-entitlement to Perpetual's Final Dividend
September 2011
Tuesday, 6 September 2011	Record Date: Determination of shareholders entitled to participate in the Buy-Back
	Final Dividend record date
Friday, 9 September 2011	Mailing of Buy-Back Documents to shareholders expected to be completed
Monday, 26 September 2011	Tender Period opens
Tuesday, 27 September 2011	Payment of the Final Dividend
October 2011
Friday, 14 October 2011	Closing Date: Tender Period closes. Tenders must be received by the Perpetual Share Registry no later than 7:00pm, Sydney time
Monday, 17 October 2011	Buy-Back Date: Announcement of the Buy-Back Price and scale back (if any)
Friday, 21 October 2011	Dispatch/crediting of Buy-Back proceeds to participating shareholders completed

While Perpetual does not anticipate changing these dates and times, Perpetual reserves the right to do so by way of an announcement to the ASX. Perpetual may also decide not to proceed with the Buy-Back.

This booklet is dated Monday, 29 August 2011 and is current as at that date.

Eligibility to participate

You are eligible to participate in the Buy-Back if Shares are registered in your name on the Record Date Tuesday, 6 September 2011 and, in accordance with the ASX Settlement Operating Rules, the Shares confer an entitlement to receive this Invitation.

Unless you have sold Shares on or after the Ex-Entitlement Date, the number of Shares you are entitled to tender is shown in Part A of your Tender Form.

B. Buy-Back Summary

Buy-Back	Perpetual is buying back Shares by way of an off-market tender which provides you with an opportunity to sell some or all of your Shares to Perpetual.
Size	Perpetual expects to buy back up to approximately \$70 million worth of its Shares. The final size of the Buy-Back will depend on shareholder demand and market conditions at the time.
Participation	Shareholders can tender Shares registered in their name at the Record Date Tuesday, 6 September 2011. Shares acquired on the ASX on or after the Ex-Entitlement Date, Wednesday, 31 August 2011, do not confer an entitlement to participate in the Buy-Back. Participation is voluntary. No action is required if a shareholder decides not to participate.
Minimum number of Shares that can be tendered	With the exception of shareholders who own 220 Shares or less, the minimum number of Shares that can be tendered is 220. Shareholders who own more than 220 Shares are not required to tender all of their Shares.
	Shareholders who own 220 Shares or less and wish to participate in the Buy-Back must tender all of their Shares.
Dividend Component of the Buy-Back	All of the Buy-Back Price above \$9.22 (capital per share) is expected to be treated as a fully franked dividend (refer discussion on Dividend Component and Deemed Tax Value in Section 2).
Tender Discount Range	Tenders can be lodged at Tender Discounts between 6 percent and 10 percent inclusive (at 1 percent intervals) to the Market Price, which is the Volume Weighted Average Price (VWAP) of Shares traded on the ASX over the five trading days up to and including the Closing Date.
	Tenders can be made conditional on the Buy-Back Price being no less than a minimum specified price.
Multiple Tender Discounts	With the exception of shareholders who own 220 Shares or less, shareholders can tender different parcels of Shares at different Tender Discounts. Shareholders who own 220 Shares or less can only tender Shares at one discount or as a Final Price Tender.
Final Price Tender	Shareholders may submit a Final Price Tender which is an offer to sell Shares at the Buy-Back Price determined by Perpetual.
Minimum Price	Shareholders can specify a Minimum Price (being one of four prices specified on the Tender Form) in conjunction with their Tender Discount(s) and/or Final Price Tender. If a Minimum Price is specified, this will make their Tender conditional upon the Buy-Back Price being no less than the Minimum Price specified.
Buy-Back Price	The Buy-Back Price will be determined by discounting the Market Price by the largest Tender Discount within the Tender Discount Range so that Perpetual can buy back the desired amount of capital. All successful participants will receive the same Buy-Back Price for any Shares bought back by Perpetual.
Buy-Back benefits	Any Eligible Shareholder can participate in the Buy-Back (although there is no obligation to do so).
	There are no brokerage fees (as there typically are when selling Shares on the ASX). As a result, the Buy-Back may be an efficient mechanism for shareholders with small shareholdings to sell their Shares.
	The after tax returns from selling Shares into the Buy-Back may be greater for some shareholders than selling Shares on the ASX.
Ineligible shareholders	Excluded Foreign Persons, including any person who is (or who is acting on behalf of or for the account of a person who is) in the United States, a US Person or a resident of Canada, are not eligible to participate in the Buy-Back.

Definitions

Some words used in this booklet have defined meanings. Section 5 'Definitions and Interpretation' defines the words which are capitalised throughout this booklet.

Further advice

This document has been prepared without taking into account your particular objectives, financial situation or needs. If you are in any doubt as to the action you should take, you should consult your financial, taxation or other professional adviser immediately.

Enquiries

If you have any questions about the Buy-Back or the content of this booklet, please call the Buy-Back Information Line on 1300 732 806 (within Australia) or on +61 2 8280 7620 (from outside Australia) between 8:30am to 5:30pm, Sydney time, Monday to Friday. Alternatively, information on the Buy-Back is available on the Perpetual website at www.perpetual.com.au.

C. Action Steps

The following provides a summary of the steps you need to follow to participate in the Buy-Back. Further detail is contained within this booklet, which you should read carefully to ensure that you understand the Buy-Back and how it will affect you. If you are in any doubt, seek independent professional advice.

Participation	Decide whether or not you wish to participate. If you decide not to participate, no further action is required.
Number of Shares and Tender Discount(s)	To participate, you need to decide: ▪ the number of Shares you wish to tender; and the Tender Discount(s) at which you tender those Shares and/or whether you elect to ▪ tender Shares as a Final Price Tender. If you hold 220 Shares or less and want to participate, you must Tender all of your Shares in one parcel at one of the indicated discounts on the Tender Form or as a Final Price Tender. If you hold more than 220 Shares, you can Tender different parcels of Shares at different Tender Discounts and/or as a Final Price Tender, provided the total number of Shares that you tender is greater than or equal to 220.
Minimum Price (optional)	Determine whether you wish to specify a Minimum Price in addition to the Tender Discount(s) and/or Final Price Tender. If you specify a Minimum Price, the Tender of your Shares at the Tender Discount(s) you specify is conditional upon the Buy-Back Price being no less than your Minimum Price.
Tender Form	Depending on whether you are an Issuer Sponsored Holder or a CHESS Holder, complete and sign the Tender Form that accompanies this booklet as follows:
 Issuer Sponsored Holders	Blue Tender Form – you will have received a blue Tender Form if you have an Issuer Sponsored Holding of 220 Shares or less	Yellow Tender Form – you will have received a yellow Tender Form if you have an Issuer Sponsored Holding of more than 220 Shares
	Return the completed and signed Tender Form in the enclosed reply-paid envelope (within Australia). Alternatively, Tender Forms can be either mailed or delivered to the addresses provided below:
	Mailing Address	Delivery Address
	Perpetual Limited C/- Link Market Services Limited Reply Paid 1521 Sydney South NSW 1234	Perpetual Limited C/- Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000
 CHESS Holders	White Tender Form – you will have received a white Tender Form if you have a CHESS Holding of 220 Shares or less	Pink Tender Form – you will have received a pink Tender Form if you have a CHESS Holding of more than 220 Shares
	▪ Complete and sign the enclosed Tender Form Contact your Controlling Participant (usually your stockbroker), who is named on your ▪ Tender Form, in relation to processing and lodgement arrangements Do not send the Tender Form to the Perpetual Share Registry ▪
LODGEMENT	TENDER FORMS, WHETHER MAILED, DELIVERED OR PROCESSED BY CONTROLLING PARTICIPANTS, MUST BE RECEIVED BY 7:00PM, SYDNEY TIME, ON THE CLOSING DATE, FRIDAY, 14 OCTOBER 2011.

Chairman's Letter

Dear Shareholder

On behalf of the Board, I am pleased to invite you to participate in the off-market Buy-Back announced by Perpetual on Friday, 26 August 2011 in which up to approximately \$70 million worth of Shares are expected to be bought back. This booklet outlines the details of the Buy-Back, and provides instructions on how to participate.

As advised in the CEO's letter to shareholders dated 1 June 2011, Perpetual is taking a more active approach to the management of its capital in order to improve returns to shareholders. In light of this policy, we have already announced a reduction in Perpetual's risk-based capital requirements to approximately A\$140 million and a reduction in shareholder capital invested in a number of seed funds. As a next step, after undertaking a capital management review, the Board has decided that the most efficient method to return available funds and improve the flexibility of Perpetual's capital management is to undertake an off-market Buy-Back.

The Board believes that the return can be made without impacting Perpetual's growth opportunities and without compromising its capital or liquidity position. Further, the Board is confident that following the Buy-Back the company will still be able to maintain its dividend payout ratio and fully frank dividends in the future.

Part of the Buy-Back Price received by shareholders who sell their Shares in the Buy-Back will be treated as a fully franked dividend for tax purposes which, depending on your circumstances, may potentially make selling Shares into the Buy-Back more appealing than selling on the Australian Securities Exchange (ASX). Shareholders who retain their Shares also potentially benefit from the Buy-Back as Perpetual's future earnings will be attributed to a smaller number of Shares outstanding.

You can choose to tender some or all of your Shares (subject to the minimum participation requirements) in the Buy-Back. Additionally you can choose to tender your Shares at specified discounts to the Market Price, or you can simply accept the final Buy-Back Price for the Shares you tender. The final Buy-Back Price will be determined as the lowest price at which Perpetual can buy back the targeted amount of capital, based on the tenders received from all shareholders.

The decision to participate in the Buy-Back is entirely voluntary. I urge you, in making a decision about your participation in the Buy-Back, to discuss your own particular circumstances with financial, taxation and/or other professional advisers.

For further information on the Buy-Back, shareholders can call the Buy-Back Information Line on 1300 732 806 (within Australia) or +61 2 8280 7620 (from outside Australia) or visit the Perpetual website at www.perpetual.com.au.

If you wish to submit a Tender, please ensure if you are an Issuer Sponsored Holder that your validly completed and signed Tender Form is received by the Perpetual Share Registry, or if you are a CHESS Holder, your controlling participant processes your Tender by no later than 7:00pm, Sydney time, on Friday, 14 October 2011.

Yours sincerely

Peter Scott Chairman

Table of Contents

	1. Details of the Buy-Back and Tender Process	7
	ABOUT THE BUY-BACK	8
1.1	What is an off-market tender buy-back?	8
1.2	Why is Perpetual returning capital to shareholders?	8
1.3	Why is an off-market tender Buy-Back considered the best process for returning capital?	8
1.4	Will Perpetual's dividend policy be changed as a result of the Buy-Back?	9
	YOUR PARTICIPATION IN THE BUY-BACK	9
1.5	Do I have to tender my Shares?	9
1.6	What does the Buy-Back mean for me if I do not participate?	9
1.7	What are the reasons for participating in the Buy-Back?	9
1.8	Are foreign shareholders being invited to participate?	9
	THE TENDERING PROCESS	9
1.9	At what discount(s) can I tender my Shares?	9
	1.10 What Shares and how many can I tender into the Buy-Back?	9
	1.11 Maximum and minimum number of Shares that can be tendered	9
	1.12 Will I still receive the Final Dividend if I participate in the Buy-Back?	10
	1.13 Can I specify a Minimum Price for the sale of my Shares? 10
	1.14 What is a Final Price Tender?	10
	1.15 How do I participate in the Buy-Back?	10
	TENDER OUTCOMES	12
	1.16 What price will Perpetual pay to buy back my Shares?	12
	1.17 How will I know what the Market Price is?	12
	1.18 How will I know if my Tender has been received?	12
	1.19 How will I know what the Buy-Back Price is?	12
	1.20 Will all the Shares I tender be bought back?	12
	1.21 How will I know how many of my Shares have been bought back?	12
	1.22 How will the Buy-Back Price compare with selling Shares on the ASX and what are the Australian tax implications? 13
	1.23 How will Perpetual determine successful Tenders and any scale back?	13
	1.24 How will a scale back affect my Tender?	15
	OTHER QUESTIONS	17
	1.25 Can I trade Shares after submitting a Tender?	17
	1.26 How have Perpetual Shares performed over recent times?	17
	1.27 Can I withdraw or amend my Tender?	17
	1.28 How can I obtain additional Tender and Withdrawal/Amendment Forms?	18`

	1.29 What if I have more than one holding of Shares?	18
	1.30 What if I have a joint shareholding?	18
	1.31 How will I receive payment for Shares bought back?	18
	1.32 Can I still vote at any shareholder meeting if I tender my Shares?	18
	1.33 Can I transfer my rights to participate in the Buy-Back?	18
2.	Australian Tax Implications for Shareholders	19
2.1	Introduction	20
2.2	Dividend Component	20
2.3	Capital Component	21
2.4	Examples of sale of Shares in the Buy-Back for resident individuals and complying superannuation funds	23
3.	Effect of the Buy-Back on Perpetual	25
3.1	What is the impact of the Buy-Back on Perpetual's balance sheet?	26
3.2	How will the Buy-Back be funded?	27
3.3	Impact of the Buy-Back on key financial indicators and capital ratios	27
3.4	What effect will the Buy-Back have on Perpetual's issued Shares?	27
3.5	What effect will the Buy-Back have on the control of Perpetual?	27
3.6	Underlying financial performance summary	27
4.	Additional Information on the Buy-Back	28
4.1	Size of the Buy-Back	29
4.2	Excluded foreign persons	29
4.3	Shares held by trustees and nominees	29
4.4	Margin lending arrangements	29
4.5	Restrictions on the payment of Buy-Back proceeds	29
4.6	Rights under this Invitation cannot be transferred	29
4.7	The effect of submitting a Tender	29
4.8	Perpetual's rights to accept or reject Tenders and Tender Forms	30
4.9	Perpetual's right to vary dates and times	30
	4.10 Perpetual's right to adjust Tenders	30
	4.11 Directors' and Group Executives' entitlements	31
	4.12 ASIC relief	31
	4.13 ASX relief	31
	4.14 Privacy	31
5.	Definitions and Interpretation	32
5.1	Definitions	33
5.2	Interpretation	35

1. Details of the Buy-Back and Tender Process

This booklet invites you to tender your Shares to Perpetual in the Buy-Back. It sets out the terms of the Buy-Back and other information to assist you in making a decision whether to participate in the Buy-Back.

In reviewing the Buy-Back booklet you should also have regard to other information previously made available to you about Perpetual, such as its 2011 financial statements and its half year report for the six month period to 31 December 2010, both of which can be reviewed on-line at www.perpetual.com.au under the 'Shareholders' tab.

ABOUT THE BUY-BACK

1.1 What is an off-market tender buy-back?

An off-market tender buy-back is a process that has been used by a number of ASX listed companies, whereby a company invites its shareholders to offer to sell their shares (to the company) by way of a tender process. Shares bought back by the company are cancelled, thereby reducing the number of shares the company has on issue.

Under this Buy-Back, Shares may be tendered by Eligible Shareholders to Perpetual:

• at any of the specified discounts in the Tender Discount Range from 6 percent to 10 percent (at 1 percent intervals) to the Market Price; or
• as a Final Price Tender, which is an offer to sell Shares at the Buy-Back Discount determined by Perpetual.

As the Buy-Back Discount is measured with reference to the Market Price, which is not determined until the Closing Date, in addition to specifying a Tender Discount (which applies to the Market Price), you may also specify a Minimum Price below which you are not prepared to sell your Shares.

Following the close of the Tender Period, Perpetual will determine the Buy-Back Price which equates to the largest Tender Discount to the Market Price that will enable Perpetual to purchase the desired amount of capital (see also Section 1.16). All successful participants will receive the same Buy-Back Price for any Shares bought back by Perpetual.

1.2 Why is Perpetual returning capital to shareholders?

After having reviewed Perpetual's financial position and business plans, the Board considers it appropriate for the company to undertake a capital management initiative in the form of an offmarket Buy-Back for up to approximately \$70 million. The Board believes that an off-market Buy-Back can be undertaken to return surplus capital to shareholders without impacting Perpetual's growth opportunities and without compromising its capital or liquidity position. Information on the financial impact of the Buy-Back on Perpetual is shown in Section 3.

1.3 Why is an off-market tender Buy-Back considered the best process for returning capital?

The Board considered various alternatives for returning capital to shareholders and concluded that an off-market tender Buy-Back is in the best interests of Perpetual and its shareholders as it benefits both participating and non-participating shareholders. Relative to other methods of returning capital to shareholders such as a special dividend, the Buy-Back is expected to have a beneficial impact on earnings per share. A special dividend provides only a discrete, one-off cash benefit to shareholders, offers no choice of participation and was not considered to be the most efficient way to return capital to shareholders.

Benefits of the Buy-Back include:

• potential for improved earnings per share and return on equity for investors who continue to hold Shares in Perpetual;
• for some shareholders, depending on their tax status, the after tax return from participating in the Buy-Back may be greater than selling their Shares on the ASX;
• any Shares bought back will be bought at a discount of at least 6 percent to the Market Price, which will enable a greater number of Shares to be bought back than could be bought back on-market with the same amount of capital, and therefore benefits shareholders who elect not to participate;
• all Eligible Shareholders have an equal opportunity to participate;
• participation is optional and Eligible Shareholders have the flexibility to tailor their participation to suit their own circumstances. In particular you can choose:
• whether to tender your Shares;
• how many (if any) Shares to tender;
• the Tender Discount(s) or Final Price Tender; and
• a Minimum Price;
• no brokerage fee is payable and there is no need to appoint a stockbroker in order to participate in the Buy-Back; and

shareholders with small shareholdings can sell all of their Shares without the risk of being left with some residual Shares.

1.4 Will Perpetual's dividend policy be changed as a result of the Buy-Back?

Perpetual does not intend to change its dividend policy as a result of the Buy-Back.

YOUR PARTICIPATION IN THE BUY-BACK

1.5 Do I have to tender my Shares?

Participation in the Buy-Back is entirely voluntary. If you do not wish to participate, you do not have to do anything.

1.6 What does the Buy-Back mean for me if I do not participate?

If you do not participate or your Tender is unsuccessful, the number of Shares you hold will not change as a result of the Buy-Back, although your proportional holding will increase (as there will be fewer shares on issue). You will benefit from any improvement in earnings per share and return on equity and you will continue to be subject to the normal investment risks associated with Share ownership.

1.7 What are the reasons for participating in the Buy-Back?

Key reasons to participate in the Buy-Back include:

• all of the Buy-Back Price above \$9.22 (capital per share) is expected to be treated as a fully franked dividend (refer Section 2). Depending on your individual circumstances and the Australian income taxation consequences for you, this may provide a greater after tax return than selling your Shares on the ASX;
• no brokerage fee is payable and there is no need to appoint a stockbroker in order to participate in the Buy-Back; and
• for shareholders with small shareholdings, it may be an efficient method of selling all of your Shares.

It should be noted that you may be able to sell your Shares for a higher price on the ASX. Perpetual's Share price on the ASX may be, or may move, higher than the Buy-Back Price during or after the Tender Period. It may also vary significantly in the future. By making the Invitation and in setting the Tender Discount Range, Perpetual is not making any recommendation or giving any advice on the value of your Shares or whether (or how) you should sell your Shares.

1.8 Are foreign shareholders being invited to participate?

Foreign shareholders are not being invited to participate. Excluded Foreign Persons will not be entitled to sell their Shares to Perpetual under the Buy-Back.

THE TENDERING PROCESS

1.9 At what discount(s) can I tender my Shares?

You may tender your Shares at one of the specified Tender Discounts in the Tender Discount Range or as a Final Price Tender (see Section 1.14).

If you hold more than 220 Shares, you may tender parcels of Shares at different Tender Discounts and/or as a Final Price Tender, provided you tender at least 220 Shares in total, but not more Shares than you are entitled to tender.

If you hold 220 Shares or less, and wish to participate, you must tender all your Shares at one Tender Discount, or tender all your Shares as a Final Price Tender.

Regardless of the number of Shares you own and the Tender Discount(s) you select, you may also specify a Minimum Price (see Section 1.13).

1.10 What Shares and how many can I tender into the Buy-Back?

You are entitled to tender Shares which are registered in your name on the Record Date (Tuesday, 6 September 2011).

Shares which you acquire on the ASX on or after the Ex-Entitlement Date, Wednesday, 31 August 2011, do not confer an entitlement to participate in the Buy-Back.

1.11 Maximum and minimum number of Shares that can be tendered

Unless you have sold Shares on or after the Ex-Entitlement Date, the maximum number of Shares you are entitled to tender into the Buy-Back is set out on the personalised Tender Form enclosed with this booklet.

If you hold 220 Shares or less, and wish to sell Shares in the Buy-Back, you must tender all your Shares at one Tender Discount or tender all your Shares as a Final Price Tender.

If you hold more than 220 Shares, you may tender any number of your Shares at one or more Tender Discounts (or as a Final Price Tender), provided the aggregate number of Shares tendered is greater than 220.

If you sold Shares on or after the Ex-Entitlement Date then you can only tender those Shares that you held on the Record Date and which you continue to hold.

1.12 Will I still receive the Final Dividend if I participate in the Buy-Back?

Yes. All shareholders with a registered holding at Tuesday, 6 September 2011 (Final Dividend record date) will be entitled to receive the 90 cents per share Final Dividend (and any DRP entitlement Shares) whether or not they participate in the Buy-Back. Under the Buy-Back, Shares will not be bought back until Monday, 17 October 2011 which is after the Final Dividend record date. As a result, you will still receive the Final Dividend on any Shares that are tendered into the Buy-Back.

Shares issued under the DRP with respect to the Final Dividend will not have an entitlement to participate in the Buy-Back.

If you are a participant in the DRP, it is important to note that if you successfully tender all or part of your Shares into the Buy-Back, the operation of the DRP may result in you holding a small number of Shares that may be less than a marketable parcel. To avoid this possibility, Perpetual's Buy-Back announcement on Friday, 26 August 2011 suggested that shareholders who intend to sell all their Shares into the Buy-Back consider discontinuing their participation in the DRP. This will only take effect if your notice of withdrawal from the DRP has been received by 5:00pm, Sydney time, on Tuesday, 6 September 2011.

1.13 Can I specify a Minimum Price for the sale of my Shares?

You are entitled, although not required, to specify a Minimum Price below which you are not prepared to sell your Shares.

This is not an alternative to specifying a Tender Discount and/ or Final Price Tender, but is used in conjunction with the Tender Discount(s) and/or Final Price Tender you specify. You can elect a Minimum Price if you are concerned that movements in the Share price after you lodge your Tender may result in your Tender Discount(s) and/or Final Price Tender corresponding to a lower Buy-Back Price than you are willing to accept.

The Tender Forms allow you to specify one of four Minimum Prices. If the Buy-Back Price is less than your Minimum Price, then Perpetual will not purchase any of the Shares you tender, irrespective of your Tender Discount(s) and/or whether you submit a Final Price Tender.

If you fail to nominate a Tender Discount or a Final Price Tender, and only make your Tender conditional on the Minimum Price, your Tender will be invalid and will not be accepted.

If you nominate more than one Minimum Price, your Tender will be conditional upon the lowest Minimum Price you have specified.

1.14 What is a Final Price Tender?

A Final Price Tender is an offer to sell Shares to Perpetual at the Buy-Back Discount that is determined by the Tender process. This could be a discount as large as 10 percent or as small as

6 percent to the Market Price. A Final Price Tender increases the likelihood that your Shares will be bought back.

Final Price Tenders are designed to make it easier for shareholders to participate successfully in the Buy-Back.

If the Buy-Back Discount is less than 10 percent, Final Price Tenders without a Minimum Price, or with a Minimum Price less than or equal to the Buy-Back Price, will not be scaled back. See Sections 1.23 and 1.24 for details on how any scale back works.

By submitting a Final Price Tender without a Minimum Price you will ensure that at least some of your Shares will be bought back, unless Perpetual exercises its discretion to buy back no Shares at all.

If a large number of Final Price Tenders are submitted, it is more likely that the Buy-Back Discount will be larger (i.e. the Buy-Back Price is more likely to be lower).

Note that if you specify a Minimum Price it will still apply in respect of any Shares tendered using a Final Price Tender.

1.15 How do I participate in the Buy-Back?

There are four steps to follow if you wish to participate in the Buy-Back:

Step 1 – Decide how many Shares you wish to sell;

Step 2 – Choose your Tender Discount(s) and/or whether to submit a Final Price Tender;

Step 3 – Decide if you want to have a Minimum Price and what it will be; and

Step 4 – Submit your Tender Form so that it is received by 7:00pm, Sydney time, on Friday, 14 October 2011.

Step 1 – Decide how many Shares you wish to sell The personalised Tender Form enclosed with this booklet sets

out the maximum number of Shares you can tender into the Buy-Back. If you hold more than 220 Shares on the Record Date, you may tender any number of Shares between 220 and this maximum number. If you hold 220 Shares or less on the Record Date (blue or white Tender Form) you may only lodge one Tender for all of your Shares.

You must not, before the Buy-Back Date, sell or offer to sell to others the Shares you have tendered in the Buy-Back, unless you first withdraw or amend your Tender (see Section 1.27).

Step 2 – Choose your Tender Discount(s) and/or whether to submit a Final Price Tender

Once you have decided how many Shares you wish to tender into the Buy-Back, you need to choose the discount(s) to the Market Price at which you are willing to sell those Shares (your Tender Discount(s)).

Tender Discount options – You may tender your Shares at any discount in the range (from 6 percent to 10 percent to the Market Price) set out on the Tender Form or as a Final Price Tender.

If you hold 220 Shares or less on the Record Date, you may only tender all your Shares at one Tender Discount or tender all your Shares as a Final Price Tender (see Section 1.14). You cannot split your holding and tender different parcels of your Shares at different Tender Prices.

If you hold more than 220 Shares on the Record Date, you may tender different parcels of your Shares at different Tender Discounts and/or as a Final Price Tender. For example, you may tender one third of your Shares at an 8 percent Tender Discount, one third at a 9 percent Tender Discount and one third as a Final Price Tender, provided the aggregate number of Shares you tender is 220 Shares or more. However, you may not tender the same Shares at different Tender Discounts (or at both a Tender Discount and as a Final Price Tender). Each parcel of Shares tendered at a different Tender Discount or as a Final Price Tender is a separate Tender. The total number of Shares that you tender into the Buy-Back should not exceed the number of Shares that you held as at the Record Date, as set out in Part A on your Tender Form.

To provide shareholders with an indication of the possible after-tax proceeds from selling their Shares into the Buy-Back compared to selling their Shares through the ASX, Perpetual intends to provide access to a tax calculator through its website at www.perpetual.com.au. The same information can be obtained by calling the Buy-Back Information Line. For the purposes of the Buy-Back, Perpetual will commence calculating an estimate of the Market Price from 6:00pm, Sydney time, on Monday, 10 October 2011 and will place this information on its website at www.perpetual.com.au.

Perpetual shareholders may wish to delay submitting their Tender until towards the end of the Tender Period so that they can consider the approximate Market Price before submitting their Tender Form.

Step 3 – Decide if you want to have a Minimum Price and if so determine what it will be

You may also elect to impose a Minimum Price condition on your Tender (see Section 1.13).

Four Minimum Price options are available from which you can choose. The Minimum Price can only be one of these four options.

If you elect a Minimum Price, it will apply to all Shares you tender (at differing Tender Discounts and including Final Price Tenders). Acceptance of your Tender will be conditional upon the Buy-Back Price being no less than the Minimum Price elected by you on your Tender Form.

If you elect a Minimum Price and the Buy-Back Price is less than the Minimum Price elected by you on your Tender Form, your tender will be rejected and your Shares will not be bought back.

Step 4 – Submit your Tender(s) by 7:00pm, Sydney time, Friday, 14 October 2011

Make sure you sign your personalised Tender Form. How you submit your Tender will depend on the type of holding you have, which will be specified on your Tender Form. Details are as follows.

(a) Issuer Sponsored Holdings (blue or yellow Tender Forms)

You need to complete and sign either:

• A blue Tender Form, which only allows either a single Tender Discount or a Final Price Tender. A blue Tender Form has been provided if you have an Issuer Sponsored Holding and you hold 220 Shares or less; or
• A yellow Tender Form, which allows Tenders of different parcels of Shares at multiple Tender Discounts and/or as a Final Price Tender. A yellow Tender Form has been provided if you have an Issuer Sponsored Holding and you hold more than 220 Shares.

You need to send or deliver the completed and signed Tender Form to the Perpetual Share Registry as follows:

If sending by mail: Perpetual Limited	or	If delivering in person: Perpetual Limited
C/- Link Market		C/- Link Market
Services Limited		Services Limited
Reply Paid 1521		Level 12, 680 George Street
Sydney South NSW 1234		Sydney NSW 2000

You can use the enclosed reply-paid envelope if you are posting your Tender Form within Australia.

Your Tender Form must be received at one of the above addresses by 7:00pm, Sydney time, on Friday, 14 October 2011. You should allow sufficient time for this to occur if you are sending your Tender Form by mail.

(b) CHESS Holdings (white or pink Tender Forms)

You need to complete and sign either:

• A white Tender Form, which only allows either a single Tender Discount or a Final Price Tender. A white Tender Form has been provided if you have a CHESS holding and you hold 220 Shares or less; or
• A pink Tender Form, which allows Tenders of different parcels of Shares at multiple Tender Discounts and/or as a Final Price Tender. A pink Tender Form has been provided if you have a CHESS holding and you hold more than 220 Shares.

You need to send or deliver the completed and signed Tender Form to your Controlling Participant (normally your stockbroker). The name of the Controlling Participant who manages your CHESS Holding as at the Record Date is printed on your Tender Form. You should allow your Controlling Participant sufficient time such that they can process your Tender by no later than 7:00pm, Sydney time, on Friday, 14 October 2011.

You should not send your Tender Form to the Perpetual Share Registry if you have a CHESS Holding.

CHESS Holders may receive written confirmation from CHESS of the Tenders made on your holding by your Controlling Participant or Tenders withdrawn by your Controlling Participant. Irrespective of its wording, this confirmation is not an acceptance by Perpetual of any Tender.

TENDER OUTCOMES

1.16 What price will Perpetual pay to buy back my Shares?

The Buy-Back Price will be the price obtained by applying the Buy-Back Discount to the Market Price and rounding to the nearest cent. The Buy-Back Discount will be determined as the largest discount within the range of 6 percent to 10 percent inclusive (at intervals of 1 percent) that will allow Perpetual to purchase the amount of capital it determines to buy back.

For each Share purchased you receive an amount 'A' determined as follows:

• A = B x (1-C) where:
• A = Buy-Back Price
• B = Market Price (see Section 1.17)
• C = The Buy-Back Discount as a percentage

So for example, if the relevant Market Price is \$23.00 and the Buy-Back Discount is 10% percent, then the Buy-Back Price would be \$20.70 calculated as \$23.00 x (1 – 10/100).

Any Shares bought back will be bought back at the Buy-Back Price, even if your Tender Discount would have resulted in a lower price than the Buy-Back Price.

Perpetual does not intend to buy back shares at a price that exceeds the Deemed Tax Value, but reserves the right to do so subject to an announcement to the ASX.

1.17 How will I know what the Market Price is?

The Buy-Back Discount applies to the Market Price, which is calculated as the Volume Weighted Average Price (VWAP) of Shares traded on the ASX over the five trading days up to and including the Closing Date (see definition of VWAP and Market Price in Section 5.1).

To provide an indication of the Market Price, Perpetual will calculate the running VWAP during this five day period which will be available by calling the Buy-Back Information Line and will be provided on the Perpetual website at www.perpetual.com.au. This will be updated daily.

Perpetual plans to announce the actual Market Price, representing the VWAP for the full five day period up to and including the Closing Date, at or before 6:00pm on Friday, 14 October 2011. The announcement will be provided on the Perpetual website at www.perpetual.com.au. Alternatively, shareholders can call the Buy-Back Information Line.

1.18 How will I know if my Tender has been received?

You can check if your Tender has been received by contacting the Buy-Back Information Line. Please note that the receipt or processing of your Tender does not mean that your Tender has been accepted.

1.19 How will I know what the Buy-Back Price is?

Perpetual expects to announce the Buy-Back Price on the ASX on Monday, 17 October 2011.

The announcement will be provided on the Perpetual website (www.perpetual.com.au). Alternatively, shareholders can call the Buy-Back Information Line.

1.20 Will all the Shares I tender be bought back?

The success of your Tender will depend on your Tender Discount, your Minimum Price (if applicable), the size and Tender Discounts of Tenders lodged by other shareholders and the total number of Tenders Perpetual accepts. There is no guarantee that all or even some of your Tenders will be accepted.

In the event that there are more Shares tendered at the Buy-Back Discount than Perpetual is prepared to buy, a scale back will occur (see Sections 1.23 and 1.24).

The success of your Tender also depends on whether a valid Tender Form has been submitted.

1.21 How will I know how many of my Shares have been bought back?

On or before Friday, 21 October 2011, Perpetual will send all shareholders who have tendered Shares into the Buy-Back a statement notifying them of the number of Shares (if any) that have been bought back. Where Tenders have been successful, the notification will be accompanied by a direct credit confirmation advice or a cheque for the proceeds as outlined in Section 1.31.

Shareholders can also call the Buy-Back Information Line after 9:00am on Monday, 17 October 2011 to find out if their Tenders have been successful.

1.22 How will the Buy-Back Price compare with selling Shares on the ASX and what are the Australian tax implications?

It is likely that you will be able to sell your Shares at a higher price on the ASX than the Buy-Back Price as the Buy-Back Price will be at a discount to the Market Price. However, the tax treatment and/or savings in brokerage fees may make participating in the Buy-Back more attractive depending on the size of your holding and your individual circumstances.

The specific tax implications of selling your Shares into the Buy-Back will depend on your individual circumstances. Section 2 contains general information on some of the Australian tax consequences of selling into the Buy-Back.

By way of illustration, a table comparing the tax implications of selling into the Buy-Back relative to selling on the ASX for different investor circumstances is provided in Section 2.4.

To provide shareholders with an indication of the possible after-tax proceeds from selling their Shares into the Buy-Back compared to selling their Shares on the ASX, Perpetual intends to provide access to a tax calculator through its website (www.perpetual.com.au). By making this Invitation, Perpetual is not making any recommendation or giving advice on the value of your Shares, nor is it making any recommendation or giving any advice on whether you should tender Shares into the Buy-Back or sell Shares on the ASX.

You should consult a professional adviser if you have any questions in relation to the tax, financial or any other implications of the Buy-Back.

1.23 How will Perpetual determine successful Tenders and any scale back?

Rules for the Tender are set out below. Examples are shown in Section 1.24.

What is a scale back?

Perpetual will need to apply a scale back if the number of Shares tendered at Tender Discounts greater than or equal to the Buy-Back Discount and as Final Price Tenders exceeds the total number of Shares Perpetual determines to buy back. Perpetual expects to announce details of any scale back on Monday, 17 October 2011. The scale back will be undertaken on a pro-rata basis after taking into account Small Residual Holding Tenders and Priority Parcels.

What is a Priority Parcel?

In the event of a scale back, Perpetual will buy back the first 220 Shares successfully tendered by each shareholder or such lesser number of Shares determined to be the Priority Parcel as is required to ensure that Perpetual buys back only the number of Shares it determines to buy back. If you successfully tender less than the Priority Parcel, then all of your tendered Shares would be bought back in the circumstances set out below.

Perpetual is adopting this approach to ensure that small registered shareholders are not disadvantaged by any scale back and have the greatest opportunity to participate in the Buy-Back.

What is a Small Residual Holding Tender?

A Small Residual Holding Tender is a Tender submitted by a shareholder who has tendered all of their Shares at one or more Tender Discounts greater than or equal to the Buy-Back Discount and/or as a Final Price Tender and who would otherwise be left with 90 Shares or less as a result of a scale back. No scale back will apply to such Tenders.

For the avoidance of doubt, if you are registered to participate in Perpetual's DRP at 5:00pm, Sydney time, on Tuesday, 6 September 2011, your Tender in any event will not be classified as a Small Residual Holding Tender.

How will a successful Tender be determined?

If the Buy-Back Discount is between 6 percent and 9 percent inclusive, successful Tenders will be determined as follows:

Tender submitted:	Small Residual Holding Tenders; or ▪ Tenders from Shareholders with 220 Shares ▪ or less	Balance of Tenders ▪
Final Price Tender; or At a Tender Discount greater than the Buy-Back Discount	Tender accepted in full¹	Tender accepted in full¹
At a Tender Discount equal to the Buy-Back Discount	Tender accepted in full¹	A scale back on a pro-rata basis will occur after allowing for Priority Parcel Shares¹
At a Tender Discount less than the Buy-Back Discount	Tender rejected in full	Tender rejected in full

If the Buy-Back Discount is 10 percent, successful Tenders will be determined as follows:

Tender submitted:	Small Residual Holding Tenders; or ▪ ▪ Tenders from Shareholders with 220 Shares or less	▪ Balance of Tenders
Final Price Tender; or At a Tender Discount equal to the Buy-Back Discount	Tender accepted in full¹	A scale back on a pro-rata basis will occur after allowing for Priority Parcel Shares¹
At a Tender Discount less than the Buy-Back Discount	Tender rejected in full	Tender rejected in full

1 If a Minimum Price has been specified in addition to the Tender Discount, and the Buy-Back Price is below the Minimum Price, then the Tender will be rejected in full and none of the Shares tendered will be bought back.

1.24 How will a scale-back affect my Tender?

The details of any scale back are expected to be announced on Monday, 17 October 2011. When the scale back is calculated, and results in a number of Shares being bought back that includes a fraction, the actual number of Shares bought back will be rounded down to the next Share.

The examples set out on the following pages illustrate how a scale back may affect your Tender. Shareholders should not rely on the discounts used as being the Buy-Back Discount, as the discounts specified are for illustrative purposes only.

Example of a Buy-Back Discount of 8 per cent with a 20 per cent scale back1 on sample Tenders

Shares owned	Shares tendered	Tender Discount	Tender either partially or fully successful	Small Residual Holding Tender	Number of Shares bought back
180	180	10%	Yes	No	180
8,000	4,000	Final Price Tender	Yes		4,000
	2,000	10%	Yes		2,000
8,000	4,000	7%	No		0
	2,000	8%	Yes		1,644
520	220	Final Price Tender	Yes		220
	300	8%	Yes		300
700	150	Final Price Tender	Yes		150
	350	8%	Yes		294
		Explanation
					No No Yes No

Simon The Tender Discount of 10% is greater than the Buy-Back Discount (8%) so the Tender will be accepted in full.

• Rachel The Tender at a Tender Discount of 7% will be rejected, as the Tender Discount is less than the Buy-Back Discount (8%). The Shares tendered at a Tender Discount of 8%, which is the Buy-Back Discount, will be subject to a scale back after the Priority Parcel of 220 Shares has been bought back. The scale back will be calculated on 1,780 Shares (2,000 less 220 Priority Parcel) so 1,644 of Rachel's Shares (220 Priority Parcel plus 80% of 1,780) will be bought back.
• Darren The Final Price Tender of 220 Shares is accepted in full as the Buy-Back Discount (8%) is less than the maximum discount in the Tender Discount Range (10%). No scale back applies to the 300 Shares tendered at a Tender Discount of 8%, even though the Tender Discount is equal to the Buy-Back Discount. This is because a scale back of the 300 Shares would result in Darren holding 60 Shares (300 less 80% of the 300) and Darren has tendered all his shares as a Final Price Tender and/or Tender Discounts at or greater than the Buy-Back Discount making the Tender a Small Residual Holding Tender. All shares tendered by Darren will therefore be bought back.
• Ian The Final Price Tender for 150 Shares will be accepted in full as the Buy-Back Discount (8%) is less than the maximum discount in the Tender Discount Range (10%). The 350 Shares tendered at a Tender Discount of 8%, which is the Buy-Back Discount, are subject to a scale back. The Priority Parcel of 220 Shares will be bought back, 150 of which are from Ian's Final Price Tender leaving 70 that will be bought back from Shares tendered at a 8% Tender Discount. A scale back will therefore apply to 280 Shares (350 less 70) of the Shares tendered at a Tender Discount of 8%, resulting in 294 Shares (70 as a result of Priority Parcel rules plus 80% of 280) that will be bought back. 56 of the Shares that Ian tendered will not be bought back.

Note that Ian's Tender is not a Small Residual Holding Tender, even though all his Tenders are a Final Price Tender and/or at Tender Discounts at or greater than the Buy-Back Discount, as Ian has tendered only 500 of his 700 Shares.

1 A 20 percent scale back will result in 80 percent of Shares tendered at the Buy-Back Discount being bought back subject to rules on Small Residual Holding Tenders and Priority Parcels.

David As the Buy-Back Discount (8%) is less than the maximum discount in the Tender Discount Range (10%), the Final Price Tender will be accepted in full. The Tender at a Tender Discount of 10% will also be accepted in full as the Tender Discount is greater than the Buy-Back Discount (8%).

	Shares owned	Shares tendered	Tender Discount	Tender either partially or fully successful	Small Residual Holding Tender	Number of Shares bought back
Simon	180	180	10%	Yes	No	180
		4,000	Final Price Tender	Yes
David	8,000	2,000	10%	Yes	No	4,844
		4,000	7%	No		0
Rachel	8,000	2,000	8%	No	No	0
		220	Final Price Tender	Yes		220
Darren	520	300	8%	No	No	0
		150	Final Price Tender	Yes		150
Ian	700	350	8%	No	No	0
			Explanation

Example of a Buy-Back Discount of 10 percent with a 20 percent scale back1 on sample Tenders

Simon The Tender will be accepted in full. Simon has tendered his Shares at the Buy-Back Discount (10%), but no scale back applies (as could occur for larger parcels of Shares tendered at the Buy-Back Discount) as the number of Shares tendered is less than the Priority Parcel.

David As the Buy-Back Discount is 10%, both the Final Price Tender and the Tender at a Tender Discount of 10% will be accepted subject to a scale back. Aggregating the two Tenders, and allowing for the 220 Share Priority Parcel, the scale back will be calculated on 5,780 Shares (the aggregate of 4,000 and 2,000 less the Priority Parcel of 220) effectively reducing the number of Shares accepted to 4,844 (220 Priority Parcel plus 80% of 5,780).

Rachel None of the Shares tendered by Rachel will be accepted, as the Tender Discounts for both parcels of Shares tendered (7% and 8%) were less than the Buy-Back Discount of 10%.

Darren The Tender at a Tender Discount of 8% will be rejected, as the Tender Discount is less than the Buy-Back Discount (10%). The Final Price Tender of 220 Shares will not be subject to scale back (as could occur for larger parcels of Shares tendered as Final Price Tenders when the Buy-Back Discount is the maximum in the Tender Discount Range) as it is equal to the Priority Parcel.

Ian The Tender at a Tender Discount of 8% will be rejected, as the Tender Discount is less than the Buy-Back Discount (10%). The Final Price Tender of 150 Shares will not be subject to a scale back (as could occur for larger parcels of Shares tendered as Final Price Tenders when the Buy-Back Discount is the maximum in the Tender Discount Range) as it is less than the Priority Parcel.

1 A 20 percent scale back will result in 80 percent of Shares tendered at the Buy-Back Discount (and where the Buy-Back Discount is 10 percent, 80 percent of Shares tendered as Final Price Tenders) being bought back subject to rules on Small Residual Holding Tenders and Priority Parcels.

OTHER QUESTIONS

1.25 Can I trade Shares after submitting a Tender?

You must not sell, offer to sell, or otherwise transfer the Shares that you have tendered into the Buy-Back. In addition, you must not convert the Shares you tender from an Issuer Sponsored Holding to a CHESS Holding or vice versa, or move them between CHESS Holdings (for instance, you cannot change your HIN (Holder Identification Number) or your Controlling Participant).

Once you have submitted a Tender, a type of 'lock' will be placed over the Shares you have tendered. You will not be able to successfully deal with those Shares until those Shares are released, which will occur as soon as practicable after the Buy-Back Date (except for Shares which have been bought back). For Shares to be released before the Buy-Back Date you must withdraw or amend your Tender. It should be noted that withdrawals and amendments may not take immediate effect. See Section 1.27 for information on withdrawing or amending Tenders.

If you sell, offer to sell, or otherwise transfer any Shares after you submit a Tender, and at the Buy-Back Date you do not hold at least the number of Shares you have tendered, Perpetual may, in its absolute discretion, reject your Tender (in whole or in part) or treat your Tender as if you had tendered the number of Shares actually held by you at the Closing Date (see Sections 4.8 and 4.10).

1.26 How have Perpetual Shares performed over recent times?

The closing price of Perpetual Shares on the ASX on Thursday, 25 August 2011, being the last day before Perpetual announced the Buy-Back, was \$24.07. Perpetual's highest and lowest closing prices and Volume Weighted Average Price (VWAP) during each of the preceding five months were as follows:

Period	Low	High	VWAP
Apr-11	28.29	29.99	29.19
May-11	27.70	29.38	28.44
Jun-11	24.49	27.90	25.84
Jul-11	23.09	24.95	24.18
Aug-111	21.21	24.15	22.52

1 Figures for August 2011 represent month to date figures as at Thursday, 25 August 2011

A graph of the Share price performance of Perpetual over the period from Friday, 01 January 2009 to Thursday, 25 August 2011 is set out below.

Source: IRESS, as at Thursday, 25 August 2011

1.27 Can I withdraw or amend my Tender?

Once you have submitted a Tender, it can only be withdrawn or amended by following the procedures below.

(a) Issuer Sponsored Holdings

You may amend or withdraw your Tender(s) by contacting the Buy-Back Information Line and requesting and completing a Withdrawal/Amendment Form, and sending it to the Perpetual Share Registry at the address provided.

The effect of amending your Tenders by submitting a Withdrawal/ Amendment Form will be to withdraw all your previous Tenders and replace them with the Tenders detailed on that form. On the Withdrawal/Amendment Form, you will need to complete the details of all the Tenders you wish to submit as if you had not previously submitted them.

Completed Withdrawal/Amendment forms mailed or delivered must be received by Perpetual Share Registry no later than 7:00pm, Sydney time, on Friday, 14 October 2011.

(b) CHESS Holdings

If you have a CHESS Holding, you will need to instruct your Controlling Participant in sufficient time for them to process your amendment or withdrawal by no later than 7:00pm, Sydney time, on Friday, 14 October 2011.

You should not send a Withdrawal/Amendment Form to the Perpetual Share Registry.

The effect of your Controlling Participant withdrawing or amending one or more of your Tenders will be to withdraw those Tenders, and in the case of an amendment, to replace the amended Tenders with new Tenders.

If you are a CHESS Holder, you may receive written confirmation from CHESS of the withdrawals/ amendments made on your holding by your Controlling Participant. Irrespective of its wording, this confirmation is not an acceptance by Perpetual of any Tender.

1.28 How can I obtain additional Tender and Withdrawal/Amendment Forms?

If you require replacement Tender Forms or additional Withdrawal/Amendment Forms, call the Buy-Back Information Line.

1.29 What if I have more than one holding of Shares?

You will receive a personalised Tender Form for each separate registered holding of Shares. For example, if you hold some Shares in your name and some Shares jointly with your spouse, you will receive two Tender Forms. You may tender Shares in the Buy-Back from any or all of your separate registered holdings provided that you complete the Tender Form and follow the instructions on each Tender Form for each holding you wish to tender. Any scale back that applies to Shares tendered from more than one registered holding of Shares will be applied to each registered holding as if held by different persons.

1.30 What if I have a joint shareholding?

If you hold your Shares jointly with another person (for example your spouse) and you have an Issuer Sponsored Holding, you must complete and return the Tender Form in accordance with instructions for joint holdings on the Tender Form.

1.31 How will I receive payment for Shares bought back?

If you have an existing direct credit authority for the payment of dividends on your Shares recorded on the Perpetual Share Register at 7:00pm, Sydney time, on the Closing Date (Friday, 14 October 2011), all proceeds due to you under the Buy-Back will be credited to your nominated bank account.

In all other cases you will be sent a cheque for the Buy-Back proceeds in Australian dollars to your address as recorded on the Perpetual Share Register at 7:00pm, Sydney time, on Friday, 14 October 2011.

Cheques and direct credit advices will be mailed to you at your risk to your address, as shown on the Perpetual Share Register at 7:00pm, Sydney time, on Friday, 14 October 2011. It is your responsibility to inform the Perpetual Share Register of any changes to your contact details.

Payments to bank accounts and dispatch of cheques are expected to be completed by Friday, 21 October 2011. Payments to the accounts and the dispatch of cheques to the address of

shareholders as recorded on the Perpetual Share Register on the Closing Date will satisfy Perpetual's obligation to pay for any Shares bought back.

1.32 Can I still vote at any shareholder meeting if I tender my Shares?

Shareholders who tender their Shares to Perpetual will still be entitled to vote in respect of those Shares (in accordance with the voting rights attached to those Shares) at any Perpetual shareholder meeting that is held on or before the Closing Date.

1.33 Can I transfer my rights to participate in the Buy-Back?

Rights in the Buy-Back are not transferable.

2. Australian Tax Implications for Shareholders

The tax consequences of participating in the Buy-Back will vary depending on your circumstances. It is important that you consult with your taxation professional regarding your particular circumstances.

2.1 Introduction

This summary has been prepared as a general guide based on Australian tax legislation and practices current as at Friday, 26 August 2011. It assumes that you are not a share trader and that you hold your Shares as capital assets. It also assumes that you have not made an election under the taxation of financial arrangements ('TOFA') regime that affects the recognition of gains and losses in respect of your Shares.

In May 2009, the Assistant Treasurer announced a number of proposed changes to the tax laws affecting off-market share buy-backs. These changes, if enacted, may affect the terms on which companies offer to buy back their shares and the taxation consequences for Perpetual shareholders of participating in the Buy-Back.

It has been announced that any such changes to the taxation laws affecting off-market share buy-backs would apply from the date of enactment of the relevant legislation. Since that legislation has yet to be introduced into Parliament, Perpetual does not anticipate that the Buy-Back will be affected by the proposed changes. However, this cannot be known with certainty.

The summary below is based on the current law and does not consider the effect of the proposed changes.

Has the ATO made a ruling about the Buy-Back?

Perpetual has received a draft class ruling from the ATO which provides preliminary confirmation of a number of the statements contained in this summary. The ATO will not issue the class ruling in a form that is binding until after completion of the Buy-Back. Although it is not anticipated to be the case, when the binding class ruling is issued by the ATO it is possible that it may express a view contrary to that set out below.

How will I be able to see a copy of the ruling? After the class ruling is issued, it will be available on the ATO website. A link to it will be posted on the Perpetual website at www.perpetual.com.au.

Tax allocation

For tax purposes, the amount you receive from selling a Share in the Buy-Back will comprise:

• Dividend Component equal to the Buy-Back Price less \$9.22.
• Capital component equal to \$9.22.

2.2 Dividend Component

Australian residents

How much dividend income must I include in my assessable income?

Generally, you must include in your assessable income for each Share that you sell:

• the Dividend Component, being the difference between the Buy-Back Price and \$9.22; plus
• the attached franking credit.

Will the Dividend Component be fully franked?

The Dividend Component will be fully franked assuming that the Buy-Back Price does not exceed the Deemed Tax Value. It follows that if you satisfy the holding period rules, you will be entitled to a tax offset equal to the amount of the franking credit. A tax offset reduces the tax payable on your taxable income.

If you are an individual, a complying superannuation fund or a charitable institution and the available tax offsets exceed your overall tax liability for the 2012 income year, you will be entitled to a refund of the excess.

If you are a company (including a listed investment company), the tax offset reduces the tax payable on your taxable income but you will not be entitled to a refund of any excess. In addition, the franking credit attaching to the Dividend Component should be included in your franking account.

Could there be an unfranked dividend component?

It is anticipated that the Dividend Component will be fully franked assuming that the Buy-Back Price will not be in excess of the Deemed Tax Value (refer Section 2.3). However, if the Buy-Back Price is greater than the applicable Deemed Tax Value then that excess would be treated as an unfranked dividend.

Since the Buy-Back Price and Deemed Tax Value cannot be known until the completion of the Tender Period, it cannot be stated with certainty that the Buy-Back Price will be less than the Deemed Tax Value. Perpetual does not intend to buy back shares at a price that exceeds the Deemed Tax Value, but reserves the right to do so subject to an announcement to the ASX. In determining whether or not to proceed with the Buy-Back, a factor Perpetual may take into account is the extent of any likely unfranked Dividend Component.

What are the holding period rules?

To qualify for tax offsets/franking credits attaching to the Dividend Component, you must hold the Shares that you sell in the Buy-Back at risk for at least 45 clear days (that is, excluding the day of acquisition and day of disposal) or qualify for an exemption from the holding period rules.

In addition, if you or your associates are under an obligation to make a payment that passes the benefit of the Dividend

Component to another person (a 'related payment'), you may also not qualify for the franking credit unless other 'at risk' holding requirements are satisfied.

If you do not qualify for tax offsets/franking credits attaching to the Dividend Component you do not include the franking credit in your income.

Are my Shares held at risk and free of related payment obligations?

Whether you have any risk reduction arrangements or related payment obligation arrangements in place depends on your own particular circumstances.

Examples of risk reduction arrangements include options or hedging arrangements. An example of a related payment obligation would be a dividend swap agreement.

Will the Shares that I sell in the Buy-Back be held for 45 clear days?

Yes. The 45 day holding period will be counted back from Sunday, 16 October 2011, being the day prior to the date that the Buy-Back contract is formed, to Friday, 2 September 2011. Shares acquired on the ASX before the Ex-Entitlement Date (Wednesday, 31 August 2011) will be entitled to participate in the Buy-Back and will have been held for 45 clear days prior to its Buy-Back date. It therefore follows that no Shares should be bought back which have been held for less than 45 clear days.

If I buy more Shares on the ASX on or after the Ex-Entitlement Date on Wednesday, 31 August 2011 will the 'last-in-first-out' rule treat them as the Shares I sell in the Buy-Back?

No. Perpetual expects the class ruling to confirm that the lastin-first-out rule applicable for the 45 day holding period rule will not apply to treat you as selling in the Buy-Back any Shares purchased on the ASX on or after the Ex-Entitlement Date.

Are there any exemptions from the holding period rules?

An exemption from the holding period rule is available to an individual shareholder who has a total franking credit/tax offset entitlement of \$5,000 or less (aggregating all dividends) for the 2012 income year.

An exemption from the holding period rule should also be available to complying superannuation funds and widely held trusts that comply with certain 'benchmark portfolio' rules.

These exemptions do not apply if you or your associates make a related payment in respect of the Dividend Component.

Other requirements for franking credits

There are a number of tax rules designed to discourage streaming of, and trading in, franking credits. The rules can deny tax offsets, and in the case of a company can deny franking credits attaching to the Dividend Component of a Buy-Back.

Perpetual has received preliminary advice from the ATO that these will not deny you tax offsets or franking credits on the Dividend Component.

However, the particular circumstances of each participating shareholder will also be relevant in determining whether the rules deny the benefit of the tax offset or franking credit. For example, the period during which you hold the Shares and any arrangements you have in relation to the Shares will be important.

Non-residents for tax purposes

Provided the Dividend Component is not attributable to a permanent establishment in Australia and the Buy-Back Price does not exceed the Deemed Tax Value, you will not be subject to Australian income tax or Australian withholding tax on the Dividend Component.

You need to bear in mind that the Dividend Component is treated as a dividend only for Australian tax purposes. You should not assume that it will be treated as dividend income in your home country. In most countries, it will likely be treated simply as part of the sale proceeds of your Shares.

2.3 Capital component

Resident individuals

What is the Sale Consideration?

In calculating any gain or loss on sale, you will be taken to have received Sale Consideration equal to the greater of:

• the Deemed Tax Value (explained below), less the Dividend Component; and
• \$9.22.

It should be noted that the Sale Consideration will be significantly different from the capital gains tax consideration which would result from an on-market sale of Shares, as illustrated in the table at Section 2.4.

What is the Deemed Tax Value?

The requirement to make a Deemed Tax Value adjustment is set out in Taxation Determination TD 2004/22, which can be obtained from the ATO website at http://law.ato.gov.au.

The ATO has indicated that, for the purposes of the Buy-Back, the Deemed Tax Value will be determined in accordance with the following formula:

	4206.5
\$21.98 x	on the Closing Date
	Closing level of S&P/ASX 200 Index

where:

• \$21.98 was the VWAP of Shares over the last five trading days before the announcement of the Buy-Back, adjusted to take into account the Final Dividend; and
• 4206.5 was the opening level of the S&P/ASX 200 Index on Friday, 26 August 2011.

If the movement in the S&P/ASX 200 Index is significantly different from the movement in Perpetual's traded Share price over the relevant period, Perpetual may approach the ATO to seek to vary the methodology used to determine the Deemed Tax Value.

Must I calculate the Deemed Tax Value or the Sale Consideration?

No. The Deemed Tax Value and the Sale Consideration will be determined by Perpetual and confirmed by the ATO in its class ruling.

Where can I find the Deemed Tax Value and the Sale Consideration?

Perpetual will make preliminary determinations of the Deemed Tax Value and the Sale Consideration which will be included in the announcement of the Buy-Back results to the ASX on Monday, 17 October 2011. The announcement will be provided on the Perpetual website at www.perpetual.com.au. Alternatively, Perpetual's preliminary determination of the Deemed Tax Value and the Sale Consideration can be obtained by calling the Buy-Back Information Line.

Confirmation of the Deemed Tax Value and Sale Consideration will be contained in the ATO class ruling.

Why is the Deemed Tax Value or the Sale Consideration not in this booklet?

The Deemed Tax Value formula in Taxation Determination TD 2004/22 relies in part on the movement of the S&P/ASX 200 Index up to the close of the Buy-Back. The Deemed Tax Value can therefore not be determined until then.

The Sale Consideration is dependent on both the Deemed Tax Value and the Buy-Back Price. The Buy-Back Price will not be available until after the Tender Period.

How do I calculate a capital gain or capital loss?

You will make a capital gain to the extent that the Sale Consideration exceeds the cost base of your Shares.

The cost base of a Share will generally be your original or deemed cost of acquisition, plus any incidental costs of acquisition and disposal. If you acquired a Share pursuant to an employee equity scheme, your cost base will be determined under the specific provisions of the tax law dealing with such schemes.

You will make a capital loss to the extent that the reduced cost base of your Shares exceeds the Sale Consideration. You may only use a capital loss to offset a capital gain, either in the same or a later year.

At what time will a capital gain or capital loss arise?

For capital gains tax purposes, any capital gain or capital loss will occur on completion of the Buy-Back, which is anticipated to occur on Monday, 17 October 2011.

Will I be able to discount a capital gain or index the cost base of my Shares?

If, on Monday, 17 October 2011, you have held a Share for at least 12 months, you need only include one-half of any net capital gain in respect of that Share in your assessable income; in other words, you would discount your net capital gain on the sale of your Share by 50 percent. Any current or prior year capital losses that you have not offset against other capital gains must be applied against the capital gain before it is discounted.

If you acquired a Share before 1 July 1999, you may choose to index the cost base of your Share (up to 30 September 1999) in calculating a capital gain instead of applying the 50% discount.

If, at the time you sell your Shares in the Buy-Back, you have held the Shares for less than 12 months, the assessable amount of the capital gain (net of capital losses) cannot be discounted.

Does the CGT discount or indexation apply to a capital loss?

A capital loss is not subject to the 50% discount. However, a capital loss must be applied against a capital gain prior to the discount being applied to the remaining net capital gain.

The cost base of a Share cannot be indexed in calculating a capital loss.

Are there any exemptions?

If you acquired a Share on or before 19 September 1985, any capital gain or loss from disposal of the Share in the Buy-Back will generally be disregarded.

Complying superannuation funds

A complying superannuation fund without current pension liabilities participating in the Buy-Back will generally be treated the same as a resident individual, except that the discount on capital gains on Shares held for at least 12 months is one-third, rather than one-half, of any capital gain (after first setting off capital losses). This means that a complying superannuation fund shareholder only needs to include two-thirds of any net capital gain in its assessable income.

Where a complying superannuation fund acquired a Share on or before 19 September 1985 a capital gain or loss from disposing of the Share will not be disregarded. However, the cost base of a Share acquired before 1 July 1988 may be adjusted to the market value of the Share on 30 June 1988.

Resident companies

A resident company, including a listed investment company, will typically only make a capital loss on the sale of a Share under the Buy-Back if the reduced cost base of the Share exceeds the greater of the Buy-Back price and the Deemed Tax Value.

A resident company will make a capital gain on the sale of a Share to the extent that the Sale Consideration exceeds the cost base of that Share.

Will the company be able to discount a capital gain or capital loss?

Companies are not entitled to discount a capital gain. However, if a company acquired a Share before 1 July 1999, it may choose to index the cost base of its shares (up to 30 September 1999) in calculating a capital gain.

The cost base of a Share cannot be indexed in calculating a capital loss.

Non-residents for tax purposes

Perpetual believes that its Shares are not 'indirect Australian real property interests'. Accordingly, you will not make a capital gain or capital loss for Australian tax purposes on the sale of your Shares in the Buy-Back unless you have used your Shares at any time in carrying on a business through a permanent establishment in Australia or unless you have previously resided in Australia and held the Shares without recognising a capital gain or loss at the point in time when you left Australia.

2.4 Examples of sale of Shares in the Buy-Back for resident individuals and complying superannuation funds

The following table provides an illustrative example of the potential Australian tax consequences for Australian resident individuals and Australian complying superannuation funds from disposing of their Shares in the Buy-Back.

This table is an example only and is based on a number of assumptions:

• a Buy-Back Price of \$20.70;
• a Deemed Tax Value of \$22.50;
• on-market sale at \$23.00; and
• a cost base of \$28.00.

Sample tax calculations for selling into the Buy-Back at \$20.70 and selling on the ASX at \$23.00

	Tax payable by resident	Methodology	0.0% marginal			Your taxable income		Superfund
	individuals and complying superannuation funds without current pension liabilities		tax rate	\$6,001 - \$37,000	\$37,001- \$80,000	\$80,001 - \$180,000	\$180,001+	without current pension liabilities
				16.5% marginal tax rate¹	32.0% marginal tax rate¹	39.5% marginal tax rate¹	47.5% marginal tax rate¹	15.0% marginal tax rate
	Basic parameters/assumptions
1	Deemed Tax Value (assumed)²		\$22.50	\$22.50	\$22.50	\$22.50	\$22.50	\$22.50
2	Buy-Back Price (assumed)		\$20.70	\$20.70	\$20.70	\$20.70	\$20.70	\$20.70
3	Cost base (assumed)		\$28.00	\$28.00	\$28.00	\$28.00	\$28.00	\$28.00
4	Capital per Share		\$9.22	\$9.22	\$9.22	\$9.22	\$9.22	\$9.22
5	Marginal tax rate¹		0.0%	16.5%	32.0%	39.5%	47.5%	15.0%
6	Capital gains discount		N/A	50.0%	50.0%	50.0%	50.0%	33.3%
	Selling the Buy-Back at \$20.70
	Income tax consequences
7	Fully franked dividend	=(2) - (4)	\$11.48	\$11.48	\$11.48	\$11.48	\$11.48	\$11.48
8	Add: gross up for franking credits³	=(7) / 0.7 x 0.3	\$4.92	\$4.92	\$4.92	\$4.92	\$4.92	\$4.92
9	Assessable income³	=(7) + (8)	\$16.40	\$16.40	\$16.40	\$16.40	\$16.40	\$16.40
10	Tax on that assessable income¹	=(9) x (5)	\$0.00	\$(2.71)	\$(5.25)	\$(6.48)	\$(7.79)	\$(2.46)
11	Tax offset for franking credits³	=(8)	\$4.92	\$4.92	\$4.92	\$4.92	\$4.92	\$4.92
12	Net tax benefit (obligation)1,³	=(10) + (11)	\$4.92	\$2.21	\$(0.33)	\$(1.56)	\$(2.87)	\$2.46
13	After tax dividend proceeds1,3	=(7) + (12)	\$16.40	\$13.69	\$11.15	\$9.92	\$8.61	\$13.94
	Capital gains tax consequences
14	Deemed Tax Value²	=(1)	\$22.50	\$22.50	\$22.50	\$22.50	\$22.50	\$22.50
15	Less: Dividend	=(7)	\$11.48	\$11.48	\$11.48	\$11.48	\$11.48	\$11.48
16	Sale Consideration²	=(14) - (15)	\$11.02	\$11.02	\$11.02	\$11.02	\$11.02	\$11.02
17	Less: Assumed cost base	=(3)	\$28.00	\$28.00	\$28.00	\$28.00	\$28.00	\$28.00
18	Nominal capital gain/(loss) on disposal	=(16) - (17)	\$(16.98)	\$(16.98)	\$(16.98)	\$(16.98)	\$(16.98)	\$(16.98)
19	Discounted impact of capital gain/(loss)4	=(18) x (100% - (6))	\$(8.49)	\$(8.49)	\$(8.49)	\$(8.49)	\$(8.49)	\$(11.33)
20	Tax impact of loss/(gain)4	=(19) x (5)	\$0.00	\$1.40	\$2.72	\$3.35	\$4.03	\$1.70
21	Add: Capital component of Buy-Back Price	=(4)	\$9.22	\$9.22	\$9.22	\$9.22	\$9.22	\$9.22
22	After tax sale consideration1,2,4	=(20) + (21)	\$9.22	\$10.62	\$11.94	\$12.57	\$13.25	\$10.92
23	TOTAL AFTER TAX PROCEEDS1,2,3,4	=(13) + (22)	\$25.62	\$24.31	\$23.09	\$22.49	\$21.86	\$24.86
	Comparison with sale of Shares on the ASX at \$23.00
24	Sale proceeds (assumed)5		\$23.00	\$23.00	\$23.00	\$23.00	\$23.00	\$23.00
25	Less: Assumed cost base	=(3)	\$28.00	\$28.00	\$28.00	\$28.00	\$28.00	\$28.00
26	Nominal capital gain/(loss) on disposal	=(24) - (25)	\$(5.00)	\$(5.00)	\$(5.00)	\$(5.00)	\$(5.00)	\$(5.00)
27	Discounted capital gain/ (loss)4	=(26) x (100% - (6))	\$(2.50)	\$(2.50)	\$(2.50)	\$(2.50)	\$(2.50)	\$(3.34)
28	Tax impact of loss/(gain)5	=(27) x (5)	\$0.00	\$0.41	\$0.80	\$0.99	\$1.19	\$0.50
29	TOTAL AFTER TAX PROCEEDS1,5	=(24) + (28)	\$23.00	\$23.41	\$23.80	\$23.99	\$24.19	\$23.50

The table applies for Australian resident individual shareholders and complying superannuation funds. Figures assume:

1 The marginal tax rate for individuals with taxable income greater than \$6,000 includes the Medicare Levy at a rate of 1.5%. However, for the 2012 year, the Medicare Levy is not payable if your taxable income is \$18,839 or less. For individuals with taxable between \$37,001 and \$80,000 a Flood Levy of 0.5% is assumed and for individuals earning \$80,001 or more, 1% is assumed. However, for the 2012 year, the Flood Levy is payable at the rate of 0.5% on taxable income between \$50,000 and \$100,000 and at 1% on taxable income in excess of \$100.000. The liability of an individual to pay the Medicare Levy or the Flood Levy also depends on the individual's own circumstances.

2 Deemed Tax Value of the Shares of \$22.50. The Deemed Tax Value will change depending on the movement in the S&P/ASX 200 Index up to the close of the Buy-Back (see Section 2.3).

3 Shareholders receive full entitlement to the franking benefits.

4 Any capital loss made on the Buy-Back should be able to be applied to offset capital gains made in the 2012 income year or later years. For the purpose of this example, we have assumed that the capital loss will be applied against a capital gain to which the CGT discount applies. The table also assumes that capital gains are subject to discount relief and are not subject to indexation.

5 No brokerage fees have been included when selling on the ASX.

3. Effect of the Buy-Back on Perpetual

3.1 What is the impact of the Buy-Back on Perpetual's balance sheet?

The table below sets out Perpetual's consolidated balance sheet as at 30 June 2011, assuming Shares to the value of \$70 million are bought back. The ultimate size of the Buy-Back will be dependent on shareholder demand and market conditions at the time.

The amount by which the Buy-Back Price exceeds the amount debited to share capital (\$9.22 per Share) will be debited to retained earnings. For example, if the Buy-Back Price is \$20.70 an amount of \$11.48 per Share will be debited to retained earnings.

Excerpts from Perpetual's consolidated balance sheet as at 30 June 2011

\$ million	Reported as at 30 June 2011	Pro-forma adjustment for Buy-Back 1,2, 3	Pro-forma balances as at 30 June 2011
Cash & equivalents	220.3	(70.5)	149.8
Other assets	1,393.7	0.1	1,393.8
Total assets	1,614.0	(70.4)	1,543.6
Interest bearing corporate debt	45.0		45.0
Other liabilities	1,192.9		1,192.9
Total liabilities	1,237.9		1,237.9
Net assets	376.1	(70.4)	305.7
Contributed equity	245.1	(31.2)	213.9
Reserves	44.2		44.2
Retained earnings	76.7	(39.2)	37.5
Total Equity attributable to equity holders of perpetual limited	366.0	(70.4)	295.6
Non-controlling interest	10.1		10.1
Total Equity	376.1	(70.4)	305.7

1 Pro-forma calculations assume the Buy-Back Price is \$20.70 and the number of Shares bought back is 3.38 million. \$20.70 is an example only. You should not rely on this price as being the Buy-Back Price. See Section 1.16 for an explanation of how the Buy-Back Price will be determined.

2 Share capital consists of ordinary Shares only.

3 Assuming a Buy-Back Price of \$20.70, \$9.22 of the Buy-Back Price will be debited to share capital and the assumed balance of \$11.48 per Share will be debited to retained earnings.

4 Costs of undertaking the Buy-Back are estimated at \$0.5m before tax.

5 All numbers are subject to roundings.

3.2 How will the Buy-Back be funded?

The Buy-Back will be funded from Perpetual's existing cash and equivalents.

3.3 Impact of the Buy-Back on key financial indicators and capital ratios

While the precise impact of the Buy-Back cannot be determined until the Buy-Back Price and the size of the Buy-Back is known, the Buy-Back is expected to improve Perpetual's future consolidated earnings per share and return on equity.

Capital management

The Board and management of Perpetual regularly review Perpetual's capital structure to ensure appropriate returns of capital to shareholders while:

• Retaining sufficient surplus capital to provide for uncertainty and operational risk that resides within the business;
• Maintaining adequate liquidity to ensure financial flexibility; and
• Ensuring the company has capital resources to take advantage of growth opportunities as they arise.

Franking credits

The amount of franking credits that Perpetual will utilise under the Buy-Back will not be known until the Buy-Back Price and the total size of the Buy-Back is determined. For example, assuming Perpetual buys back \$70 million worth of Shares at a discount of 10 percent to an assumed Market Price of \$23.00, Perpetual would anticipate its franking credit balance to fall by approximately \$17.3 million (assumes \$9.22 capital per Share).

Perpetual expects to be able to continue to fully frank its dividends under its current dividend policy for the foreseeable future.

3.4 What effect will the Buy-Back have on Perpetual's issued Shares?

As at Thursday, 25 August 2011, Perpetual had 44.7 million Shares on issue. Assuming a total of \$70 million worth of Shares are bought back, the following table sets out the number of Shares and the percentage of total issued Shares which would be bought back at different Buy-Back Prices. This table provides examples only and you should not rely on them as being the percentage of Shares which will be bought back under the Buy-Back. All Shares that Perpetual buys back will be cancelled.

Assumed Buy-Back Discount	Buy-Back Prices assuming Market Price of \$23.00	Number of Shares bought back (million)	% of total issued Shares
10%	20.70	3.38	7.6%
9%	20.93	3.34	7.5%
8%	21.16	3.31	7.4%
7%	21.39	3.27	7.3%
6%	21.62	3.24	7.2%

3.5 What effect will the Buy-Back have on the control of Perpetual?

Perpetual has a diversified shareholder base. As such, the Buy-Back of approximately 7 percent of shares is not expected to have any impact on the control of Perpetual.

3.6 Underlying financial performance summary

On 26 August 2011, Perpetual announced its full year result covering the period 1 July 2010 to 30 June 2011. Perpetual reported underlying profit after tax (UPAT) of \$72.9 million, an increase of 0.1 percent over the previous corresponding period. Other financial highlights (as compared to the previous corresponding period) included:

• Net profit after tax attributable to equity holders of Perpetual Limited: down 31.5% to \$62.0 million
• Revenue: up 1.5% to \$513.5 million
• Cashflow from operations: down 25.0% to \$114.5 million
• Interest coverage (EBITDA ÷ interest expense): down 25.9% to 40 times
• Leverage (debt ÷ (debt + equity)): down 40bps to 10.7%
• Corporate debt: unchanged at \$45 million

Electronic copies of Perpetual's 2011 Financial Statements can be found at www.perpetual.com.au under the tab titled 'Shareholders'. Announcements made by Perpetual after the date of this booklet may also be of interest to shareholders. Any such announcements can be found at the website mentioned above (under the tab 'Shareholders' and then the heading 'News & Media Centre').

4. Additional Information on the Buy-Back

4.1 Size of the Buy-Back

Perpetual intends to buy back up to approximately \$70 million worth of Shares under the Buy-Back which represents approximately 7 percent of Perpetual's issued Shares.

ASIC has granted Perpetual an exemption under subsection 257D(4) of the Corporations Act to permit Perpetual to conduct the Buy-Back in substantially the same manner as an equal access buy-back scheme. Further details of the exemption granted by ASIC are set out in Section 4.12.

Under the Corporations Act, Perpetual may, without shareholder approval, buy back Shares under an equal access scheme, provided that the number of voting shares bought back in the Buy-Back and in any other buy-back conducted in the 12 months preceding the Buy-Back Date, does not exceed 10 percent of the smallest number of votes attaching to Perpetual's voting shares at any time during the 12 months preceding the Buy-Back Date. Perpetual will not buy back Shares in excess of this limit. Perpetual retains the discretion to buy back any lesser number of Shares or no Shares at all.

4.2 Excluded Foreign Persons

This Invitation is not made to any Excluded Foreign Persons.

Without limiting the rights that Perpetual otherwise has in relation to Tenders, a Tender submitted by such persons will not be accepted by Perpetual.

4.3 Shares held by trustees and nominees

Trustees and nominees who hold Shares should inform the beneficial owners of the Shares about the Buy-Back, subject to any legal restrictions in the countries where such beneficial owners are resident and provided such persons are not Excluded Foreign Persons, and then aggregate all Tenders received from beneficial owners. It is the responsibility of the trustee or nominee to complete one aggregated Tender Form on behalf of all beneficial owners.

Trustees or nominees who hold Shares on behalf of or for the account of a US Person, a resident of Canada or a person in the United States must not inform any such person of the Buy-Back. It is the responsibility of the trustee or nominee to ensure that, when completing an aggregated Tender Form, it does not include any tender on behalf of a US Person, a resident of Canada or a person in the United States.

For Issuer Sponsored Holdings, the trustee or nominee must ensure that an aggregated Tender Form is received by the Perpetual Share Registry by 7:00pm, Sydney time, on the Closing Date Friday, 14 October 2011. For CHESS Holdings, the trustee or nominee will need to aggregate all Tenders received from beneficial owners and provide instructions to its controlling participant in time for the aggregated Tender to be processed by 7:00pm, Sydney time, on the Closing Date Friday, 14 October 2011.

4.4 Margin lending arrangements

If you hold Shares under margin lending arrangements or if they are held as security for a loan or as ASX Clear Pty Ltd collateral, you should ensure that your participation in the Buy-Back is permitted by those margin lending arrangements, loan documentation or by ASX Clear Pty Ltd.

4.5 Restrictions on the payment of Buy-Back proceeds

Perpetual will pay shareholders the Buy-Back Price for each of their Shares that are bought back, unless it is prohibited from doing so.

4.6 Rights under this Invitation cannot be transferred

You cannot transfer your rights under this Invitation. Those rights are personal to you.

4.7 The effect of submitting a Tender

A Tender constitutes an offer to sell the tendered Shares to Perpetual on the terms and conditions set out in the Buy-Back Documents. A Tender does not, of itself, constitute a binding contract for the sale of the tendered Shares and cannot be enforced against Perpetual. Perpetual retains the discretion to accept or reject any Tender, and may choose to reject all Tenders.

If Perpetual accepts your Tender, a binding Buy-Back Contract is formed between you and Perpetual, and you must sell the tendered Shares to Perpetual on the terms and conditions set out in the Buy-Back Documents, including the terms and conditions set out below.

By submitting a Tender Form, you:

• offer to sell to Perpetual on the Buy-Back Date the number of Shares nominated for sale on your Tender Form (adjusted in accordance with the terms and conditions set out in the Buy-Back Documents) at your nominated Tender Discount(s) and/or as a Final Price Tender (subject to any Minimum Price you may have chosen);
• agree that Perpetual's announcement to the ASX on the Buy-Back Date in relation to the Buy-Back Price and other details (including any scale back) is:

• effective notice or communication of Perpetual's acceptance of Tenders submitted by you at a Tender Discount equal to or greater than the Buy-Back Discount or as a Final Price Tender (adjusted in accordance with the terms and conditions set out in the Buy-Back Documents), which are submitted in accordance with the Buy-Back Documents (or treated by Perpetual as being so submitted), which are at a price which is not less than your Minimum Price (if you have chosen one) and which are not rejected by Perpetual; and

• effective notice of Perpetual's rejection of any of your Tenders submitted at a Tender Discount less than the Buy-Back Discount or where your Minimum Price (if you have chosen one) is greater than the Buy-Back Price;

• agree that it is only upon such communication by announcement to the ASX that a Buy-Back Contract is formed for the purchase of relevant Shares;
• waive any requirement to receive further notice or communication from Perpetual of its acceptance or rejection of any Tender submitted by you;
• warrant to Perpetual that at all times after you tender your Shares for sale into the Buy-Back, and on the Buy-Back Date, you are the registered holder of the Shares that you have tendered and that they are free from any mortgage, charge, lien or other encumbrance (whether legal or equitable) and from any third party rights;
• warrant that you are a person to whom the Invitation may lawfully be made and whose participation in the Buy-Back is permitted under the laws of the jurisdiction in which you are resident;
• warrant that you are not (nor are you acting on behalf of or for the account of) a US Person, a person located in the United States, a Canadian resident or a person who is otherwise an Excluded Foreign Person;
• warrant that you have not distributed or sent any Buy-Back Documents or other document referring to the Buy-Back into the United States, to any US Person, or to any Canadian resident;
• authorise Perpetual (and its officers, agents or contractors) to correct any error in or omission from your Tender Form and/or Withdrawal/Amendment Form, and to insert any missing details;
• undertake not to sell or offer to sell Shares to any other person if, as a result, you will at any time after you submit your Tender until the Buy-Back Date hold fewer Shares than the number of Shares you have tendered;
• authorise Perpetual to make payment:
• by direct credit to your nominated account if you have a direct credit authority recorded on the Perpetual Share Register at 7:00pm, Sydney time, on the Closing Date Friday, 14 October 2011 or
• if you do not have a direct credit authority, by cheque mailed to your address shown on the Perpetual Share Register at 7:00pm, Sydney time, on the Closing Date;
• agree that damages is not an adequate remedy for breach of the obligations set out above. If you sell Shares in breach of these terms, you will be deemed to have appointed Perpetual or its agent as your attorney to purchase Shares in your name and at your expense to satisfy your obligations under the Buy-Back and you will indemnify Perpetual for all costs incurred by it in connection with any such purchase; and

undertake that if you breach any of these covenants, undertakings, agreements or warranties you will indemnify Perpetual for all its costs arising from the breach.

You will be taken to have submitted a Tender when the Perpetual Share Registry receives your signed and validly completed Tender Form from you or, if you have a CHESS Holding, your Tender from your Controlling Participant through CHESS.

4.8 Perpetual's rights to accept or reject Tenders and Tender Forms

At any time, Perpetual may (at its sole discretion):

• accept or reject any Tender or Tender Form; and/or
• accept or reject a Tender not made on the terms and conditions set out in the Buy-Back Documents, or a Tender Form not submitted in accordance with the procedures set out in the Buy-Back Documents.

Perpetual may do each of these things in relation to all or some of the Tenders or the Tender Forms it receives, in its absolute discretion.

4.9 Perpetual's right to vary dates and times

While Perpetual does not anticipate changing any of the dates and times set out in the Buy-Back Documents (including, without limitation, the Closing Date and the Buy-Back Date), it reserves the right to do so without notifying you (other than by announcement to the ASX) and without any other notice. Such an announcement will be taken to amend the Buy-Back documents accordingly.

4.10 Perpetual's right to adjust Tenders

You are entitled to sell in the Buy-Back the lesser of:

• the number of Shares registered in your name on the Record Date (and, in accordance with the ASX Settlement Operating Rules conferring an entitlement to participate in the Buy-Back); and
• the number of Shares you hold on the Buy-Back Date.

If you submit one Tender and it is more than the number of Shares you hold as at the Buy-Back Date and Perpetual accepts your Tender, Perpetual will buy back only the number of Shares you hold as at the Buy-Back Date.

If you submit one or more Tenders and, in aggregate, you have tendered more Shares than you are eligible to sell into the Buy-Back, Perpetual will:

a) first buy back the Shares tendered at the largest Tender Discount which is greater than or equal to the Buy-Back Discount (and which are not excluded by the specification of a Minimum Price which is lower than the Buy-Back Price);

• b) next buy back the Shares tendered at the next largest Tender Discount which is greater than or equal to the Buy-Back Discount (and which are not excluded by the specification of a Minimum Price which is lower than the Buy-Back Price); and
• c) repeat this process until all of your Shares tendered at or above the Buy-Back Discount (and which are not excluded by the specification of a Minimum Price which is lower than the Buy-Back Price) are bought back (subject to any scale back).

A Final Price Tender will be treated as a Tender at the largest discount in the range for the purposes of this provision.

4.11 Directors' and Group Executives' entitlements

Perpetual Directors and Group Executives have agreed not to participate in the buy-back.

4.12 ASIC relief

ASIC has granted Perpetual an exemption under subsection 257D(4) of the Corporations Act. Provided certain conditions are met, including that the Buy-Back Price is calculated by applying the Tender Discount selected by Perpetual following the end of the Tender Period to the Market Price and that Eligible Shareholders are permitted to lodge a Tender conditional on a Minimum Price, this exemption permits Perpetual:

• to conduct the Buy-Back similarly to the conduct of an equal access Buy-Back in accordance with Division 2 of Part 2J.1 of the Corporations Act;
• to use the scale back mechanism described in Section 1.23;
• to invite all shareholders (other than Excluded Foreign Persons) to offer for sale Shares in accordance with the terms and conditions set out in the Buy-Back Documents, rather than Perpetual offering to buy back such Shares;
• to invite shareholders with 220 Shares or less to offer to sell Shares only if they submit one Tender for all their Shares at the same Tender Discount or as a Final Price Tender; and
• not to accept any Tender received from any Excluded Foreign Person.

4.13 ASX relief

The ASX has granted Perpetual a waiver from Listing Rule 7.40 so that Perpetual can dispatch the Buy-Back booklet to shareholders no later than 4 business days after the Buy-Back Record Date.

4.14 Privacy

Perpetual is carrying out the Buy-Back in accordance with the Corporations Act. This involves the collection of personal information contained in Tender Forms to enable Perpetual to process your Tender. If you do not provide this information, Perpetual may be hindered in, or prevented from, processing your Tender.

The personal information collected by Perpetual will only be disclosed to the Perpetual Share Registry in its capacity as share registrar of Perpetual, to a print and mail service provider, to Perpetual's advisers in relation to the Buy-Back and to financial institutions in respect of payments to you in connection with the Buy-Back or as required or authorised by law.

If you wish to access the personal information collected by Perpetual in relation to your shareholding, please write to Link Market Services at the mailing address set out in the Tender Form.

5. Definitions and Interpretation

5.1 Definitions

In the Buy-Back Documents unless the context otherwise requires:

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691 or the market it operates.

ASX Settlement means ASX Settlement Pty Ltd ABN 49 008 504 532.

ASX Settlement Operating Rules means the operating rules of ASX Settlement as amended from time to time.

ATO means the Australian Taxation Office.

Board or Perpetual Board means the board of directors of Perpetual Limited.

Buy-Back means the off-market buy-back of Shares by way of tender process as set out in the Buy-Back Documents.

Buy-Back Contract means the contract formed on the Buy-Back Date between you and Perpetual if Perpetual accepts your Tender.

Buy-Back Date means the date and time Perpetual announces to the ASX the Buy-Back Price, the total number of Shares to be bought back and the details of any scale back (expected to be Monday, 17 October 2011).

Buy-Back Discount means the discount to be selected by Perpetual, being the largest discount within the Tender Discount Range which will enable Perpetual to buy back the number of Shares that it determines to buy back and which will result in a Buy-Back Price that is no greater than the Deemed Tax Value.

Buy-Back Documents means this booklet, the Tender Form and the Withdrawal/Amendment Form.

Buy-Back Information Line means the telephone number 1300 732 806 (within Australia) or +61 2 8280 7620 (from outside Australia) which will be open from 8:30am to 5:30pm, Sydney time, Monday to Friday during the Tender Period excluding public holidays. On the Closing Date, the Buy-Back Information Line will remain open until 7:00pm.

Buy-Back Price means the price at which Perpetual will buy back Shares from Tenders it accepts in the Buy-Back, rounded to the nearest cent. The Buy-Back Price is determined by applying the Buy-Back Discount selected by Perpetual to the Market Price.

CGT means capital gains tax.

CHESS means the Clearing House Electronic Subregister System.

CHESS Holder means a holder of Shares on the CHESS sub-register of Perpetual.

CHESS Holding means a holding of Shares on the CHESS sub-register of Perpetual.

Closing Date means Friday, 14 October 2011 7:00pm, unless the Perpetual Board announces a later date.

Controlling Participant means a person that has the capacity in CHESS to act on a shareholder's instructions in relation to the relevant Shares.

Corporations Act means the Corporations Act 2001 (Cth).

Deemed Tax Value is, subject to the approval of an alternate methodology by the ATO, the VWAP over the five trading days before the Buy-Back was announced adjusted for the Final Dividend adjusted for the movement in the S&P/ASX 200 Index from the opening of trading on the day the Buy-Back was announced (Friday, 26 August 2011) to the close of trading on the day the Buy-Back closes (expected to be Friday, 14 October 2011). That is:

\$21.98 x Closing level of S&P/ASX 200 Index on the Closing Date

Where:

\$21.98 was the VWAP of Shares over the five trading days before the announcement of the Buy-Back, adjusted to take into account the Final Dividend

4206.5

4206.5 was the S&P/ASX 200 Index at the opening of trading on Friday, 26 August 2011

Dividend Component is the portion of the Buy-Back Price treated as a dividend as described in Section 2.

DRP means the Perpetual dividend reinvestment plan.

EBITDA means earnings before interest, taxation, depreciation, amortisation of intangible assets, equity remuneration expense and significant items.

Eligible Shareholders means any persons with Shares registered under their name on the Record Date but excluding Excluded Foreign Persons and any other persons precluded for any reason specified in the Buy-Back Documents from participating in the Buy-Back.

Excluded Foreign Person means any person:

• (a) who holds Shares to whom Perpetual would be prohibited from paying money pursuant to any act, rule or regulation of Australia which prohibits Perpetual from making payments to foreign persons; or
• (b) who does not have a registered address in Australia and who:
• (i) holds Shares and resides in a jurisdiction where it would be illegal under the laws of that jurisdiction to permit shareholders residing in that jurisdiction to participate in the Buy-Back; or
• (ii) is acting on behalf of or for the account of a person who holds Shares and resides in a jurisdiction where it would be illegal under the laws of that jurisdiction to permit such person residing in that jurisdiction to participate in the Buy-Back for a shareholder.

For the avoidance of doubt, Excluded Foreign Persons includes any person who is (or who is acting on behalf of or for the account of a person who is) in the United States, a US Person or a resident of Canada.

Ex-Entitlement Date means Wednesday, 31 August 2011, on or after which Shares acquired on the ASX will not confer an entitlement to participate in the Buy-Back.

Final Dividend means Perpetual's dividend of 90 cents per share for the period ended 30 June 2011, expected to be paid on Tuesday, 27 September 2011.

Final Price Tender means a tender in which the shareholder elects to receive the Buy-Back Price as determined in accordance with the Buy-Back process.

Invitation means the invitation by Perpetual to its Eligible Shareholders to offer to sell Shares as set out in the Buy-Back Documents.

Issuer Sponsored Holder means a holder of Shares on the issuer sponsored sub-register of Perpetual.

Issuer Sponsored Holding means a holding of Shares on the issuer sponsored sub-register of Perpetual.

Market Price means the Volume Weighted Average Price (VWAP) of Shares traded on the ASX on the five trading days up to and including the Closing Date, calculated to four decimal places, as determined by Perpetual on the Closing Date and announced at or before 6:00pm, Sydney time, on the Closing Date.

Minimum Price means one of the specified minimum prices on the Tender Form, which a shareholder may select in order for their Tender to be conditional upon the Buy-Back Price being no less than that amount.

Perpetual means Perpetual Limited ABN 86 000 431 827.

Perpetual Share Register means the share register of Perpetual maintained by Link Market Services Limited ABN 54 083 214 537.

Perpetual Share Registry means Link Market Services Limited ABN 54 083 214 537.

Priority Parcel means 220 Shares or such lesser number of Shares as is required to ensure that Perpetual is able to buy back only the number of Shares it determines to buy back.

Record Date means Tuesday, 6 September 2011, being the date of determination of shareholders entitled to participate in, and the number of Perpetual ordinary shares entitled to be tendered into, the Buy-Back.

Sale Consideration has the meaning set out in Section 2.3.

Shares means fully paid ordinary shares in the capital of Perpetual on issue as at the Record Date.

Small Residual Holding Tender means a Tender submitted by a shareholder who has tendered all of their Shares at one or more Tender Discounts greater than or equal to the Buy-Back Discount and/or as a Final Price Tender and who would otherwise have a residual holding of 90 Shares or less as a result of the scale back.

Tender means a shareholder's offer to sell nominated Shares back to Perpetual at a specified Tender Discount or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents as amended in accordance with the procedures set out in this booklet.

Tender Discount means one of the specified discounts to the Market Price (from 6 percent to 10 percent inclusive, at 1 percent intervals) as set out on the Tender Form.

Tender Discount Range means the range of Tender Discounts at which shareholders can submit Tenders, being 6 percent to 10 percent inclusive, at 1 percent intervals.

Tender Form means the form of offer by a shareholder to sell their Shares to Perpetual which is enclosed with this booklet and includes a Tender Form amended in accordance with the procedures set out in the Buy-Back Documents.

Tender Period means the period within which shareholders may lodge, withdraw or amend a Tender in accordance with the Buy-Back Documents.

US Person has the meaning given by Regulation S under the United States Securities Act of 1933 as amended from time to time.

VWAP or Volume Weighted Average Price means the volume weighted average price of Shares traded on the ASX excluding any transactions defined in the ASX Settlement Operating Rules as special crossings, crossings prior to the commencement of normal trading, crossings during the closing phase and the after hours adjust phase, any overseas trades or trades pursuant to the exercise of options over Shares and any overnight crossings or other trades that Perpetual determines to exclude on the basis that the trades are not fairly reflective of natural supply and demand.

Withdrawal/Amendment Form means the form titled 'Tender Withdrawal/Amendment Form' available on request from the Buy-Back Information Line.

you or shareholder means a holder of Shares in Perpetual.

5.2 Interpretation

In the Buy-Back Documents, unless the context otherwise requires:

• the singular includes the plural, and vice versa;
• words importing one gender include other genders;
• other parts of speech and grammatical forms of a word or phrase defined in this document have a corresponding meaning;
• terms used in the Buy-Back Documents and defined in the Corporations Act have the meanings ascribed to them in the Corporations Act;
• a reference to currency is to Australian dollars; and
• a reference to time is to Sydney time.

The postal acceptance rule does not apply to Tenders.

The Invitation, your Tender, and any Buy-Back Contract are governed by the laws of New South Wales, Australia.

Enquiries

If you have any questions about the Buy-Back or the content of this booklet, please call the Buy-Back Information Line on ^{1300 732 806} (within Australia) or on +^{61 2 8280 7620} (from outside Australia) between 8:30am to 5:30pm, Sydney time, Monday to Friday. Alternatively, information on the Buy-Back is available on the Perpetual website at www.perpetual.com.au

Tender Form – Issuer Sponsored Holders

(more than 220 Shares)

THISDOCUMENT IS IM POR TANT. IF YOUDONOT UNDERS TAND IT YOU S HOULD CONSULT YOUR PROFESSIONAL ADVISER .

Securityholder Reference Number (SRN):

Shares you can tender as at 6 September 2011:

A

I/We offer to sell the following Shares to Perpetual Limited at the Tender Discount(s) specified and/or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents:

Insert the number of Shares (if any) you wish to tender as a Final Price Tender.		as a F INAL PRICE TENDER
	AND/ O R	E
	L	at a 10% Tender Discount
Insert the number of Shares (if any) you wish to tender next to the		at a Tender Discount 9%
Tender Discount(s) at which you wish to tender those Shares.	P	at a 8% Tender Discount
You should refer to the special instructions overleaf before completing this Tender Form.	M	at a Tender Discount 7%
		at a 6% Tender Discount
T OTAL NUMBER OF S HARES TENDERED (Add up rows in Part B)		The number of Shares in Part C must not be more than the number in Part A, but must be greater than or equal to 220 Shares.
A Thi s part d i s optional – e i t her lea YOU MUST ALS O complete parts	v e IT blan k o r tick one M I N b AND c: You should only tick a Minimum Price if you wish to make your Tender(s) conditional on the Buy-Back Price being no less than one of the following Minimum Prices. You will not receive less than this amount for your Shares, however your Shares will not be bought back if the Minimum Price you tick is higher than the Buy-Back Price.	IMUM PRICE only – IF YOU CO
S \$18.50	\$19.50 \$20.50	\$21.50
Please sign within the boxes below in accordance with instructions overleaf
Individual OR Sole Director and Sole Company Secretary	Joint Shareholder 2 OR Director/Company Secretary	Joint Shareholder 3 OR Director
Telephone Number – Business Hours	Telephone Number – After Hours	Contact Name (PRINT)	MPLETE PART D

Tender forms mus t be received by TH E RE GIS TRY by no later than 7:00P M ( Sydney time) on Friday, 14 O c tober 2011 *PPT BBT002*

Tender Form Instructions – Issuer Sponsored Holders

(more than 220 Shares)

How to complete this Tender Form

The instructions below are cross-referenced to each section of the Tender Form. Please complete the form in black ink.

^A This is the maximum number of Shares you can tender in the Buy-Back. You must tender at least 220 Shares if you wish to participate in the Buy-Back.

• ^B Part B allows you to choose whether you Tender your Shares as a Final Price Tender or at one of the specified Tender Discounts. For example, you may tender some Shares shown in Part A as a Final Price Tender, some Shares at the specified Tender Discount of say, 9%, and some Shares at the specified Tender Discount of say, 8%. Each parcel of Shares tendered at a different Tender Discount is a separate Tender.
• ^C You must add up the number of Shares inserted in Part B and write the total number in Part C. This total number must not exceed the number of Shares shown in Part A, but must be greater than or equal to 220 Shares. If the number of Shares in Part C is more than the number of Shares in Part A, you will be deemed to have offered only the number of Shares shown in Part A and, if you have selected more than one Tender Discount and/or a Final Price Tender, your Tender will be adjusted in the manner set out in section 4.10 of the Buy-Back booklet.
• SAMPLE ^D Part D is optional, and allows you to specify a Minimum Price. You should tick one (and only one) of the Minimum Price options if you wish to make your Tender(s) conditional on the Buy-Back Price being no less than the Minimum Price you select. You will not be paid less than this amount for your Shares, however if the Minimum Price you select is higher than the Buy-Back Price, none of your Shares will be bought back. If you specify a Minimum Price you must also complete Parts B and C. You must not tick more than one box – if you choose more than one Minimum Price, your Tender(s) will be deemed to be conditional on the lowest Minimum Price that you have chosen.
• ^E Sign and date the Tender Form at Part E. By signing and returning this Tender Form you acknowledge that you have read and understood the Buy-Back Documents and the Tender(s) specified on this Tender Form and agree to, and make an offer to sell the tendered Shares to Perpetual Limited at the Tender Discount(s) specified and/or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents (including the warranties, authorisations and undertakings set out in section 4.7 of the Buy-Back booklet).

Joint shareholders – all holders must sign.

Under power of attorney – where this Tender Form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power. If not already noted by the Registry, an originally certified copy of the power of attorney must be sent to the Registry.

Deceased estate – all executors should sign. If not already noted by the Registry, send an originally certified copy of probate or letters or administration to the Registry.

Company – this Tender Form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director.

Submitting your Tender Form

If you require further information on how to complete this Tender Form please contact the Buy-Back Information Line on 1300 732 806 (within Australia) or +61 2 8280 7620 (from outside Australia).

Use the enclosed envelope to send or deliver your completed and signed Tender Form to the following address so that it is received by no later than 7:00pm (Sydney time) on Friday, 14 October 2011.

Mailing Address Perpetual Limited Perpetual Limited C/- Link Market Services Limited C/- Link Market Services Limited Reply Paid 1521 Level 12, 680 George Street Sy d n ey South NSW 1234

Delivery Address S Y D N E Y NSW 2000

This T e nder Form relates to t h e Perpetual Limited B uy-Back boo klet dated 29 August 2011 a n d s hould be read in conj u nction with t hat docume n t.

Th e terms a n d co nditio n s of t h e B uy-Back, a n d t h e effect of submitti n g a T e nder, are set out in t h e B uy-Back Boo klet .

Perpetual Limited ABN 86 000 431 827

Withdrawal/Amendment Form – Issuer Sponsored Holders

(more than 220 Shares)

THIS DOCUMENT IS IMPORTANT. IF YOU DO NOT UNDERSTAND IT YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER.

Securityholder Reference Number (SRN):

Please place a tick in the appropriate box:

Withdrawal: I/We wish to withdraw my/our previous Tender(s) in accordance with the Buy-Back booklet. (Complete Part E only.)

R
Amendment: I/We wish to withdraw my/our previous Tender(s) in full and wish to submit a replacement Tender as set out below. (Complete Parts B, C, D and E.)	E A
I/We offer to sell the following Shares to Perpetual Limited at the Tender Discount(s) specified and/or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents:	L
Insert the number of Shares (if any) you wish to tender as a Final Price Tender.	as a F INAL PRICE TENDER
AND/	O R
Insert the number of	P at a 10% Tender Discount
M Shares (if any) you wish to tender next to the Tender Discount(s) at which you wish	at a 9% Tender Discount
to tender those Shares. You should refer to the	at a 8% Tender Discount
A special instructions overleaf before completing this Withdrawal/	at a 7% Tender Discount
S Amendment Form.	at a 6% Tender Discount
= T OTAL NUMBER OF S HARES TENDERED (Add up rows in Part B)	The number of Shares in Part C must not be more than the number in Part A, but must be greater than or equal to 220 Shares.
Thi s part d i s optional – e i t her lea v e IT blan k o r YOU MUST ALS O complete parts Shares, however your Shares will not be bought back if the Minimum Price you tick is higher than the Buy-Back Price.	tick one M I N IMUM PRICE only – IF YOU CO MPLETE PART D b AND c: You should only tick a Minimum Price if you wish to make your Tender(s) conditional on the Buy-Back Price being no less than one of the following Minimum Prices. You will not receive less than this amount for your
\$18.50 \$19.50	\$20.50 \$21.50
Please sign within the boxes below in accordance with instructions overleaf
Individual OR Sole Director Joint Shareholder 2 OR and Sole Company Secretary Director/Company Secretary	Joint Shareholder 3 OR Director
Telephone Number – Business Hours Telephone Number – After Hours	Contact Name (PRINT)
( ) ( )
/Amendment forms must b e received b y the REGISTRY b	y no later than 7:00PM (Sydney time ) on Friday , 14 Octo ber 2011

PPT WAF002

*PPT WAF002*

Withdrawal/Amendment Form Instructions – Issuer Sponsored Holders

(more than 220 Shares)

How to complete this Withdrawal/Amendment Form

The instructions below are cross-referenced to each section of the Withdrawal/Amendment Form. Please complete this Withdrawal/Amendment Form using black ink.

Place a tick in either the "Withdrawal" Box or the "Amendment" Box but not both.

Place a tick in the "Withdrawal" Box if you wish to withdraw your previous Tender in full (and not replace it). Place a tick in the "Amendment" Box if you wish to withdraw your previous Tender in full and replace it with a new Tender.

^A This is the maximum number of Shares you can tender in the Buy-Back. You must tender at least 220 Shares if you wish to participate in the Buy-Back.

• ^B Part B allows you to choose whether you Tender your Shares as a Final Price Tender or at one of the specified Tender Discounts. For example, you may tender some Shares shown in Part A as a Final Price Tender, some Shares at the specified Tender Discount of say, 9%, and some Shares at the specified Tender Discount of say, 8%. Each parcel of Shares tendered at a different Tender Discount is a separate Tender.
• ^C You must add up the number of Shares inserted in Part B and write the total number in Part C. This total number must not exceed the number of Shares shown in Part A. If the number of Shares in Part C is more than the number of Shares in Part A, you will be deemed to have offered only the number of Shares shown in Part A and, if you have selected more than one Tender Discount and/or a Final Price Tender, your Tender will be adjusted in the manner set out in section 4.10 of the Buy-Back booklet.
• SAMPLE ^D Part D is optional, and allows you to specify a Minimum Price. You should tick one (and only one) of the Minimum Price options if you wish to make your Tender(s) conditional on the Buy-Back Price being no less than the Minimum Price you select. You will not be paid less than this amount for your Shares, however if the Minimum Price you select is higher than the Buy-Back Price, none of your Shares will be bought back. If you specify a Minimum Price you must also complete Parts B and C. You must not tick more than one box – if you choose more than one Minimum Price, your Tender(s) will be deemed to be conditional on the lowest Minimum Price that you have chosen.
• ^E Sign and date the Withdrawal/Amendment Form at Part E. By signing and returning this Withdrawal/Amendment Form you acknowledge that you have read and understood the Buy-Back Documents and the Tender(s) specified on this Withdrawal/Amendment Form and agree to, and make an offer to sell the tendered Shares to Perpetual Limited at the Tender Discount(s) specified and/or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents (including the warranties, authorisations and undertakings set out in section 4.7 of the Buy-Back booklet).

Joint shareholders – all holders must sign.

Under power of attorney – where this Withdrawal/Amendment Form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power. If not already noted by the Registry, an originally certified copy of the power of attorney must be sent to the Registry.

Deceased estate – all executors should sign. If not already noted by the Registry, send an originally certified copy of probate or letters or administration to the Registry.

Company – this Withdrawal/Amendment Form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director.

Submitting your Withdrawal/Amendment Form

If you require further information on how to complete this Withdrawal/Amendment Form please contact the Buy-Back Information Line on 1300 732 806 (within Australia) or +61 2 8280 7620 (from outside Australia).

Use the enclosed envelope to send or deliver your completed and signed Withdrawal/Amendment Form to the following address so that it is received by no later than 7:00pm (Sydney time) on Friday, 14 October 2011.

Mailing Address Delivery Address Perpetual Limited Perpetual Limited C/- Link Market Services Limited C/- Link Market Services Limited Reply Paid 1521 Level 12, 680 George Street Sy d n ey South NSW 1234

S Y D N E Y NSW 2000

This Wit hdrawal/Ame ndme n t Form relates to t h e Perpetual Limited B uy-Back boo klet dated 29 August 2011 a n d s hould be read in conj u nction with t hat docume n t.

Th e terms a n d co nditio n s of t h e B uy-Back, a n d t h e effect of submitti n g a T e nder, are set out in t h e B uy-Back Boo klet .

Tender forms mus t be received by the Regis try by no later than 7:00P M ( Sydney time) on Friday, 14 O c tober 2011

PPT BBT001

Tender Form Instructions – Issuer Sponsored Holders

(220 Shares or less)

How to complete this Tender Form

The instructions below are cross-referenced to each section of the Tender Form. Please complete the form in black ink.

^A This is the number of Shares you can tender into the Buy-Back. As you hold 220 Shares or less, if you wish to participate in the Buy-Back, you must tender all your Shares.

• ^B Part B allows you to choose whether you Tender your Shares as a Final Price Tender or at one of the specified Tender Discounts. As you hold 220 Shares or less you cannot split your holding and tender different parcels of Shares at different Tender Discounts.
• ^C Part C is optional, and allows you to specify a Minimum Price. You should tick one (and only one) of the Minimum Price options if you wish to make your Tender conditional on the Buy-Back Price being no less than the Minimum Price you select. You will not be paid less than this amount for your Shares, however if the Minimum Price you select is higher than the Buy-Back Price, none of your Shares will be bought back. If you specify a Minimum Price you must also complete Part B. You must not tick more than one box – if you choose more than one Minimum Price, your Tender will be deemed to be conditional on the lowest Minimum Price that you have chosen.
• SAMPLE ^D Sign and date the Tender Form at Part D. By signing and returning this Tender Form you acknowledge that you have read and understood the Buy-Back Documents and the Tender specified on this Tender Form and agree to, and make an offer to sell the tendered shares to Perpetual Limited at the Tender Discount specified or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents (including the warranties, authorisations and undertakings set out in section 4.7 of the Buy-Back booklet).

Joint shareholders – all holders must sign.

Under power of attorney – where this form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power. If not already noted by the Registry, an originally certified copy of the power of attorney must be sent to the Registry.

Deceased estate – all executors should sign. If not already noted by the Registry, send an originally certified copy of probate or letters or administration to the Registry.

Company – this form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director.

Submitting your Tender Form

If you require further information on how to complete this Tender Form please contact the Buy-Back Information Line on 1300 732 806 (within Australia) or +61 2 8280 7620 (from outside Australia).

Use the enclosed envelope to send or deliver your completed and signed Tender Form to the following address so that it is received no later than 7:00pm (Sydney time) on Friday, 14 October 2011.

Mailing Address Perpetual Limited Perpetual Limited

Reply Paid 1521 Level 12, 680 George Street Sy dney Sou th NSW 1234

Delivery Address C/- Link Market Services Limited C/- Link Market Services Limited S Y DNEY NSW 2000

This Ten d e r Fo rm r elat e s to the Perp e t ual L i mit e d Buy-B ack book l e t dat e d 29 August 2011 a n d should be r ead in conjunction with t hat documen t.

The t e r m s a n d condition s o f the Buy-B ack, a n d the effec t o f s u b mitting a Ten d e r, are s e t ou t in the Buy-B ack Book l e t .

WITHDRAWAL/AMENDMENT forms mus t b e re cei ved by the R e g i stry by no later than 7:00PM ( S ydney time) o n Friday, 14 O c tober 2011

PPT WAF001

Withdrawal/Amendment Form Instructions – Issuer Sponsored Holders

(220 Shares or less)

Withdrawing or amending your Tender

The instructions below are cross-referenced to each section of the Withdrawal/Amendment Form. Please complete this Withdrawal/Amendment Form using black or dark blue ink only.

Place a tick in either the "Withdrawal" Box or the "Amendment" Box but not both.

Place a tick in the "Withdrawal" Box if you wish to withdraw your previous Tender in full (and not replace it). Place a tick in the "Amendment" Box if you wish to withdraw your previous Tender in full and replace it with a new Tender.

How to complete this Withdrawal/Amendment Form

The instructions below are cross-referenced to each section of the Withdrawal/Amendment Form. Please complete the form in black ink.

^A This is the number of Shares you can tender into the Buy-Back. As you hold 220 Shares or less, if you wish to participate in the Buy-Back, you must tender all your Shares.

^B Part B allows you to choose whether you Tender your Shares as a Final Price Tender o r at one of the specified Tender Discounts. As you hold 220 Shares or less you cannot split your holding and tender different parcels of Shares at different Tender Discounts.

SAMPLE ^C Part C is optional, and allows you to specify a Minimum Price. You should tick one (and only one) of the Minimum Price options if you wish to make your Tender conditional on the Buy-Back Price being no less than the Minimum Price you select. You will not be paid less than this amount for your Shares, however if the Minimum Price you select is higher than the Buy-Back Price, none of your Shares will be bought back. If you specify a Minimum Price you must also complete Part B. You must not tick more than one box – if you choose more than one Minimum Price, your Tender will be deemed to be conditional on the lowest Minimum Price that you have chosen.

^D Sign and date the Withdrawal/Amendment Form at Part D. By signing and returning this Withdrawal/Amendment Form you acknowledge that you have read and understood the Buy-Back Documents and the Tender specified on this Withdrawal/Amendment Form and agree to, and make an offer to sell the tendered shares to Perpetual Limited at the Tender Discount specified or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents (including the warranties, authorisations and undertakings set out in section 4.7 of the Buy-Back booklet).

Joint shareholders – all holders must sign.

Under power of attorney – where this form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power. If not already noted by the Registry, an originally certified copy of the power of attorney must be sent to the Registry.

Deceased estate – all executors should sign. If not already noted by the Registry, send an originally certified copy of probate or letters or administration to the Registry.

Company – this form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director.

Submitting your Withdrawal/Amendment Form

If you require further information on how to complete this Withdrawal/Amendment Form please contact the Buy-Back Information Line on 1300 732 806 (within Australia) or +61 2 8280 7620 (from outside Australia).

Use the enclosed envelope to send or deliver your completed and signed Withdrawal/Amendment Form to the following address so that it is received no later than 7:00pm (Sydney time) on Friday, 14 October 2011.

Mailing Address Delivery Address Perpetual Limited Perpetual Limited Reply Paid 1521 Level 12, 680 George Street Sy dney S o u th NSW 1234

C/- Link Market Services Limited C/- Link Market Services Limited S Y DNEY NSW 2000

This Wit hdrawal/Amen dmen t Form r elat e s to the Perp e t ual L i mit e d Buy-B ack boo k l e t dat e d 29 Au g ust 2011 a n d s h o uld be r ead in c onjunction with t hat documen t.

The t e r m s a n d c o nditio n s of the Buy-B ack, a n d the effec t of s u b mitti n g a Ten d e r, are s e t o u t in the Buy-B ack Boo k l e t .

Perpetual Limited

ABN 86 000 431 827

Tender Form – CHESS Sponsored Holders

(more than 220 Shares)

THIS DOCUMENT IS IMPORTANT. IF YOU DO NOT UNDERSTAND IT YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER.

Do NOT send your Tender Form to the Registry. Send this form to your controlling CHESS participant (usually your stock broker) .

Controlling CHESS Participant as at 6 September 2011:

Holder Identification Number (HIN):

Shares you can tender as at 6 September 2011:

A

wish to tender as a Final Price Tender.	as a FINAL PRIC E TE NDE R
	E A ND/OR
	L at a 10% Tender Discount
Insert the number of Shares (if any) you wish to tender next to the Tender	P at a 9% Tender Discount
Discount(s) at which you wish to tender those Shares. You should refer to the	at a 8% Tender Discount
special instructions overleaf before completing this Tender Form.	M at a Tender Discount 7%
	A at a 6% Tender Discount
S TE NDE RED (Add up rows in Part B) Thi s pa r t d i s optional – e i t h er lea	more than the number in Part A, but must be greater than or equal to 220 Shares. v e IT bla nk or tick on e MINIMUM PRIC E on ly – IF YOU CO MPLETE PA ND c: You should only tick a Minimum Price if you wish to make your Tender(s) conditional b A
YOU MUST ALS O complete pa rts	on the Buy-Back Price being no less than one of the following Minimum Prices. You will not receive less than this amount for your Shares, however your Shares will not be bought back if the Minimum Price you tick is higher than the Buy-Back Price.
\$18.50	\$19.50 \$20.50 \$21.50
	Please sign within the boxes below in accordance with instructions overleaf
	Joint Shareholder 2 OR Joint Shareholder 3 OR Director/Company Secretary Director
Individual OR Sole Director and Sole Company Secretary Telephone Number – Business Hours	Telephone Number – After Hours Contact Name (PRINT)

(see top right of this form for your Controlling CHESS Participant).

*PPT BBT004*

Tender Form Instructions – CHESS Sponsored Holders

(more than 220 Shares)

How to complete this Tender Form

The instructions below are cross-referenced to each section of the Tender Form. Please complete the form in black ink.

^A This is the maximum number of Shares you can tender in the Buy-Back. You must tender at least 220 Shares if you wish to participate in the Buy-Back.

• ^B Part B allows you to choose whether you Tender your Shares as a Final Price Tender or at one of the specified Tender Discounts. For example, you may tender some Shares shown in Part A as a Final Price Tender, some Shares at the specified Tender Discount of say, 9%, and some Shares at the specified Tender Discount of say, 8%. Each parcel of Shares tendered at a different Tender Discount is a separate Tender.
• ^C You must add up the number of Shares inserted in Part B and write the total number in Part C. This total number must not exceed the number of Shares shown in Part A. If the number of Shares in Part C is more than the number of Shares in Part A, you will be deemed to have offered only the number of Shares shown in Part A and, if you have selected more than one Tender Discount and/or a Final Price Tender, your Tender will be adjusted in the manner set out in section 4.10 of the Buy-Back booklet.
• SAMPLE ^D Part D is optional, and allows you to specify a Minimum Price. You should tick one (and only one) of the Minimum Price options if you wish to make your Tender(s) conditional on the Buy-Back Price being no less than the Minimum Price you select. You will not be paid less than this amount for your Shares, however if the Minimum Price you select is higher than the Buy-Back Price, none of your Shares will be bought back. If you specify a Minimum Price you must also complete Parts B and C. You must not tick more than one box – if you choose more than one Minimum Price, your Tender(s) will be deemed to be conditional on the lowest Minimum Price that you have chosen.
• ^E Sign and date the Tender Form at Part E. By signing and returning this Tender Form you acknowledge that you have read and understood the Buy-Back Documents and the Tender(s) specified on this Tender Form and agree to, and make an offer to sell the tendered Shares to Perpetual Limited at the Tender Discount(s) specified and/or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents (including the warranties, authorisations and undertakings set out in section 4.7 of the Buy-Back booklet).

Joint shareholders – all holders must sign.

Under power of attorney – where this Tender Form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power. Contact your Controlling CHESS Participant for any additional documentation required by them.

Deceased estate – all executors should sign. Contact your Controlling CHESS Participant for any additional documentation required by them.

Company – this Tender Form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director.

Submitting your Tender Form

Do not send your Tender Form to the Registry.

You need to ensure that your Controlling CHESS Participant (normally your stockbroker) receives your Tender instructions in sufficient time for them to process your Tender by no later than 7:00pm (Sydney time) on Friday, 14 October 2011. The name of the Controlling CHESS Participant who manages your CHESS holding as at Tuesday, 6 September 2011 is pre-printed on the front of this Tender Form.

If you require further information on how to complete this Tender Form please contact the Buy-Back Information Line on 1300 732 806 (within Australia) or +61 2 8280 7620 (from outside Australia).

This Tender Form relates to the P e rpet ual Limited Bu y-Back boo klet dated 29 August 2011 a n d sho uld be read in conjunction with that doc ume n t.

The te rms a n d co nditio n s of the Bu y-Back, a n d the effect of s ubmitting a T e nder, a r e set o u t in the Bu y-Back Boo klet .

Perpetual Limited

ABN 86 000 431 827

Withdrawal/Amendment Form – CHESS Sponsored Holders

(more than 220 Shares)

THIS DOCUMENT IS IM PORTANT. IF Y OU DO NOT UNDERSTAND IT Y OU SHO ULD CONS ULT Y O U R PROFESSIONAL AD VISER . Do NOT send your Withdrawal/Amendment Form to the Registry. Send this form to your controlling CHESS participant (usually your stock broker).

Controlling CHESS Participant as at 6 September 2011:

Holder Identification Number (HIN):

Please place a tick in the appropriate box:

OR

Withdrawal: I/We wish to withdraw my/our previous Tender(s) in accordance with the Buy-Back booklet. (Complete Part E only.)

Shares you can tender as at 6 September 2011:

Amendment: I/We wish to withdraw my/our previous	A
Tender(s) in full and wish to submit a replacement Tender as set out below. (Complete Parts B, C, D and E.)
I/We offer to sell the following Shares to Perpetual Limited at the Tender Discount(s) specified and/or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents:		E
Insert the number of Shares (if any) you wish to tender as a Final Price Tender.	L	as a FINAL PRIC	E TE NDE R
	A ND/OR
Insert the number of	P	at a 10%	Tender Discount
M Shares (if any) you wish to tender next to the Tender Discount(s) at which you wish		at a 9%	Tender Discount
to tender those Shares. You should refer to the special instructions		at a 8%	Tender Discount
A overleaf before completing this Withdrawal/ Amendment Form.		at a 7%	Tender Discount
		at a 6%	Tender Discount
S T OTAL NUMBE R OF S H A RES TE NDE RED (Add up rows in Part B)	=		The number of Shares in Part C must not be more than the number in Part A, but must be greater than or equal to 220 Shares.
Thi s pa r t d i s optional – e i t h er lea v e IT bla YOU MUST ALS O complete pa rts b A on the Buy-Back Price being no less than one of the following Minimum Prices. You will not receive less than this amount for your Shares, however your Shares will not be bought back if the Minimum Price you tick is higher than the Buy-Back Price.	nk or tick on e MINIMUM PRIC ND c: You should only tick a Minimum Price if you wish to make your Tender(s) conditional	E on ly –	IF YOU CO MPLETE PA RT D
\$18.50 \$19.50	\$20.50		\$21.50
Please sign within the boxes below in accordance with instructions overleaf
Individual OR Sole Director and Sole Company Secretary	Joint Shareholder 2 OR Director/Company Secretary	Joint Shareholder 3 OR Director
Telephone Number – Business Hours	Telephone Number – After Hours	Contact Name (PRINT)
( ) (	)
Withdrawal/Amendment forms M UST B E RE CEI CONTROLLIN G CHESS PARTI C I PANT CAN PRO CESS Y O U R TENDER (see top right of this form for your Controlling CHESS	VED BY Y O U R CONTROLLIN G CHESS BY NO LATER THAN 7:00P	PARTI C I PANT SO M (Sydne y time) on Participant).	THAT Y O U R Friday, 14 Octo ber 2011

PPT WAF004

*PPT WAF004*

Withdrawal/Amendment Form Instructions – CHESS Sponsored Holders

(more than 220 Shares)

How to complete this Withdrawal/Amendment Form

The instructions below are cross-referenced to each section of the Withdrawal/Amendment Form. Please complete this Withdrawal/Amendment Form using black ink.

Place a tick in either the "Withdrawal" Box or the " Amendment" Box but not both. Place a tick in the "Withdrawal" Box if you wish to withdraw your previous Tender in full (and not replace it). Place a tick in the "Amendment" Box if you wish to withdraw your previous Tender in full and replace it with a new Tender.

• ^A This is the maximum number of Shares you can tender in the Buy-Back. You must tender at least 220 Shares if you wish to participate in the Buy-Back.
• ^B Part B allows you to choose whether you Tender your Shares as a Final Price Tender or at one of the specified Tender Discounts. For example, you may tender some Shares shown in Part A as a Final Price Tender, some Shares at the specified Tender Discount of say, 9%, and some Shares at the specified Tender Discount of say, 8%. Each parcel of Shares tendered at a different Tender Discount is a separate Tender.
• ^C You must add up the number of Shares inserted in Part B and write the total number in Part C. This total number must not exceed the number of Shares shown in Part A. If the number of Shares in Part C is more than the number of Shares in Part A, you will be deemed to have offered only the number of Shares shown in Part A and, if you have selected more than one Tender Discount and/or a Final Price Tender, your Tender will be adjusted in the manner set out in section 4.10 of the Buy-Back booklet.
• SAMPLE ^D Part D is optional, and allows you to specify a Minimum Price. You should tick one (and only one) of the Minimum Price options if you wish to make your Tender(s) conditional on the Buy-Back Price being no less than the Minimum Price you select. You will not be paid less than this amount for your Shares, however if the Minimum Price you select is higher than the Buy-Back Price, none of your Shares will be bought back. If you specify a Minimum Price you must also complete Parts B and C. You must not tick more than one box – if you choose more than one Minimum Price, your Tender(s) will be deemed to be conditional on the lowest Minimum Price that you have chosen.
• ^E Sign and date the Withdrawal/Amendment Form at Part E. By signing and returning this Withdrawal/Amendment Form you acknowledge that you have read and understood the Buy-Back Documents and the Tender(s) specified on this Withdrawal/Amendment Form and agree to, and make an offer to sell the tendered Shares to Perpetual Limited at the Tender Discount(s) specified and/or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents (including the warranties, authorisations and undertakings set out in section 4.7 of the Buy-Back booklet).

Joint shareholders – all holders must sign.

Under power of attorney – where this Withdrawal/Amendment Form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power. Contact your Controlling CHESS Participant for any additional documentation required by them.

Deceased estate – all executors should sign. Contact your Controlling CHESS Participant for any additional documentation required by them.

Company – this Withdrawal/Amendment Form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director.

Submitting your Withdrawal/Amendment Form

Do not send your Withdrawal/Amendment Form to the Registry.

You need to ensure that your Controlling CHESS Participant (normally your stockbroker) receives your withdrawal/amendment instructions in sufficient time for them to process your withdrawal/amendment by no later than 7:00pm (Sydney time) on Friday, 14 October 2011. The name of the Controlling CHESS Participant who manages your CHESS holding as at Tuesday, 6 September 2011 is pre-printed on the front of this Withdrawal/Amendment Form.

If you require further information on how to complete this Withdrawal/Amendment Form please contact the Buy-Back Information Line on 1300 732 806 (within Australia) or +61 2 8280 7620 (from outside Australia).

This Withdrawal/Amendment Form relates to the P e rpet ual Limited Bu y-Back boo klet dated 29 August 2011 a n d sho uld be read in conjunction with that doc ume n t.

The te rms a n d co nditio n s of the Bu y-Back, a n d the effect of s ubmitting a T e nder, a r e set o u t in the Bu y-Back Boo klet .

Perpetual Limited

ABN 86 000 431 827

Tender Form – C HESS Sponsored Holders

(220 Shares or less)

THIS DOCUMENT IS IM PORTA NT. IF YOU DO NOT UNDERSTAND IT YOU S HOU L D CONSULT YOUR PROFESSIONAL ADVISER .

Do NOT send your Tender Form to Perpetual Limited Registry. Send this form to your controlling C HESS participant (usually your stock broker).

Please refer to the instructions on the back of this form.

Controlling CHESS Participant as at 6 September 2011:

Holder Identification Number (HIN):

Shares you can tender as at 6 September 2011:

Shares as a FINAL PR ICE TE NDER			E L If you wish to tender all your Shares as a Final Price Tender, please indicate with a tick.
OR
Shares at a TE NDER D ISCOU N T		P 10% at a	Tender Discount
		9% at a	Tender Discount
If you wish to tender all your Shares at one of the specified Tender Discounts, please tick only one of the Tender Discounts.	M	8% at a	Tender Discount
		7% at a	Tender Discount
Thi s part C i s opt i o nal – e i t her	A lea v e IT bla nk or	6% at a t i ck o n	Tender Discount e MINIMUM PR ICE o n ly – IF YOU COMPLETE PART C
S YOU MUST ALSO complete part Shares will not be bought back if the Minimum Price you tick is higher than the Buy-Back Price.	b		: You should only tick a Minimum Price if you wish to make your Tender conditional on the Buy-Back Price being no less than one of the following prices. You will not receive less than this amount for your Shares, however your
\$18.50	\$19.50		\$20.50 \$21.50
Please sign within the boxes below in accordance with instructions overleaf
Individual OR Sole Director and Sole Company Secretary	Joint Shareholder 2 OR Director/Company Secretary		Joint Shareholder 3 OR Director

Tender forms mus t be received by YOUR CON TROLLING C HESS PA R TICIPA NT SO THAT YOUR CON TROLLING C HESS PA R TICIPA NT C A N PROCESS YOUR TENDER by no later than 7:00P M ( Sydney time) on Frid ay, 14 O c tober 2011 (see top right of this form for your Controlling C HESS Participant).

PPT BBT003

*PPT BBT003*

Tender Form Instructions – C HESS Sponsored Holders

(220 Shares or less)

How to complete this Tender Form

The instructions below are cross-referenced to each section of the Tender Form. Please complete the form in black ink.

^A This is the number of Shares you can tender into the Buy-Back. As you hold 220 Shares or less, if you wish to participate in the Buy-Back, you must tender all your Shares.

^B Part B allows you to choose whether you Tender your Shares as a Final Price Tender or at one of the specified Tender Discounts. As you hold 220 Shares or less you cannot split your holding and tender different parcels of Shares at different Tender Discounts.

^C Part C is optional, and allows you to specify a Minimum Price. You should tick one (and only one) of the Minimum Price options if you wish to make your Tender conditional on the Buy-Back Price being no less than the Minimum Price you select. You will not be paid less than this amount for your Shares, however if the Minimum Price you select is higher than the Buy-Back Price, none of your Shares will be bought back. If you specify a Minimum Price you must also complete Part B. You must not tick more than one box – if you choose more than one Minimum Price, your Tender will be deemed to be conditional on the lowest Minimum Price that you have chosen.

SAMPLE ^D Sign and date the Tender Form at Part D. By signing and returning this Tender Form you acknowledge that you have read and understood the Buy-Back Documents and the Tender specified on this Tender Form and agree to, and make an offer to sell the tendered shares to Perpetual Limited at the Tender Discount specified or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents (including the warranties, authorisations and undertakings set out in section 4.7 of the Buy-Back booklet).

Joint shareholders – all holders must sign.

Under power of attorney – where this form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power. Contact your Controlling CHESS Participant for any additional documentation required by them.

Deceased estate – all executors should sign. Contact your Controlling CHESS Participant for any additional documentation required by them.

Company – this form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director.

Submitting your Tender Form

Do not send your Tender Form to the Perpetual Limited Registry.

You need to ensure that your Controlling CHESS Participant (normally your stockbroker) receives your Tender instructions in sufficient time for them to process your Tender no later than 7:00pm (Sydney time) on Friday, 14 October 2011. The name of the Controlling CHESS Participant who manages your CHESS holding as at Tuesday, 6 September 2011 is pre-printed on the front of this Tender Form.

If you require further information on how to complete this form please contact the Buy-Back Information Line on 1300 732 806 (within Australia) or +61 2 8280 7620 (from outside Australia).

This Tender Form relates to the P e rpet ual Limited Bu y-Back booklet dated 29 August 2011 a n d should be read in conjunction with that d o cum e n t.

The term s a n d con d i tion s o f the Bu y-Back, a n d the effect o f s u bmitting a T e nder, a r e set ou t in the Bu y-Back Booklet .

Perpetual Limited

ABN 86 000 431 827

Withdrawal/Amendment Form – CHESS Sponsored Holders

(220 Shares or less)

THIS DOCUMENT IS IMPORTANT. IF YOU DO NOT UNDERSTAND IT YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER.

Do NOT send your Withdrawal/Amendment Form to the Registry. Send this form to your controlling CHESS participant (usually your stock broker).

Please refer to the instructions on the back of this form.

Controlling CHESS Participant as at 6 September 2011:

Holder Identification Number (HIN):

Please place a tick in the appropriate box: Withdrawal: I/We wish to withdraw my/our previous Tender in accordance with the Buy-Back booklet. (Complete Part D only.)	OR		E as set out below. (Complete Part B, C and D.)	Amendment: I/We wish to withdraw my/our previous Tender in full and wish to submit a replacement Tender
		Shares you can tender as at 6 September 2011:
As you hold 220 Shares or less, you must tender all your Shares if you wish to participate in the Buy-Back.		A
I/We offer to sell all my/our Shares to Perpetual Limited at the Tender Discount specified or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents:		L
B Shares as a FINAL PRICE TENDER		P please indicate with a tick.		If you wish to tender all your Shares as a Final Price Tender,
OR
Shares at a TENDER DISCOUNT	at a	10%	Tender Discount
	M at a	9%	Tender Discount
A If you wish to tender all your Shares at one of the specified Tender Discounts, please tick only one of the Tender Discounts.	at a	8%	Tender Discount
S	at a	7%	Tender Discount
	at a	6%	Tender Discount
This part C is optional – either lea v C YOU MUST ALSO com p l e te p a r Buy-Back Price being no less than one of the following prices. You will not receive less than this amount for your Shares, however your Shares will not be bought back if the Minimum Price you tick is higher than the Buy-Back Price.	e IT blan k or tic k one	MINIMUM PRICE onl	y – IF	YOU COMPLETE PART C t b: You should only tick a Minimum Price if you wish to make your Tender conditional on the
\$18.50	\$19.50	\$20.50		\$21.50
Please sign within the boxes below in accordance with instructions overleaf D
Individual OR Sole Director and Sole Company Secretary	Joint Shareholder 2 OR Director/Company Secretary		Joint Shareholder 3 OR Director
Telephone Number – Business Hours	Telephone Number – After Hours		Contact Name (PRINT)
( )	( )
Withdrawal /Amendment Forms must b e received PARTICIPANT CAN PROCESS YOUR TENDER	b BY no later than (see top right of this form for your Controlling CHESS Participant).	7:00PM (Sydney time	) on Friday , 14 Octo	y YOUR CONTROLLING CHESS PARTICIPANT SO THAT YOUR CONTROLLING CHESS ber 2011

PPT WAF003

*PPT WAF003*

Withdrawal/Amendment Form Instructions – CHESS Sponsored Holders

(220 Shares or less)

Withdrawing or amending your Tender

The instructions below are cross-referenced to each section of the Withdrawal/Amendment Form. Please complete this Withdrawal/Amendment Form using black or dark blue ink only.

Place a tick in either the "Withdrawal" Box or the "Amendment" Box but not both.

Place a tick in the "Withdrawal" Box if you wish to withdraw your previous Tender in full (and not replace it). Place a tick in the "Amendment" Box if you wish to withdraw your previous Tender in full and replace it with a new Tender.

How to complete this Withdrawal/Amendment Form

The instructions below are cross-referenced to each section of the Withdrawal/Amendment Form. Please complete the form in black ink.

^A This is the number of Shares you can tender into the Buy-Back. As you hold 220 Shares or less, if you wish to participate in the Buy-Back, you must tender all your Shares.

• ^B Part B allows you to choose whether you Tender your Shares as a Final Price Tender or at one of the specified Tender Discounts. As you hold 220 Shares or less you cannot split your holding and tender different parcels of Shares at different Tender Discounts.
• SAMPLE ^C Part C is optional, and allows you to specify a Minimum Price. You should tick one (and only one) of the Minimum Price options if you wish to make your Tender conditional on the Buy-Back Price being no less than the Minimum Price you select. You will not be paid less than this amount for your Shares, however if the Minimum Price you select is higher than the Buy-Back Price, none of your Shares will be bought back. If you specify a Minimum Price you must also complete Part B. You must not tick more than one box – if you choose more than one Minimum Price, your Tender will be deemed to be conditional on the lowest Minimum Price that you have chosen.
• ^D Sign and date the Withdrawal/Amendment Form at Part D. By signing and returning this Withdrawal/Amendment Form you acknowledge that you have read and understood the Buy-Back Documents and the Tender specified on this Withdrawal/Amendment Form and agree to, and make an offer to sell the tendered shares to Perpetual Limited at the Tender Discount specified or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents (including the warranties, authorisations and undertakings set out in section 4.7 of the Buy-Back booklet).

Joint shareholders – all holders must sign.

Under power of attorney – where this form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power. Contact your Controlling CHESS Participant for any additional documentation required by them.

Deceased estate – all executors should sign. Contact your Controlling CHESS Participant for any additional documentation required by them.

Company – this form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director.

Submitting your Withdrawal/Amendment Form

Do not send your Withdrawal/Amendment Form to the Perpetual Limited Registry.

You need to ensure that your Controlling CHESS Participant (normally your stockbroker) receives your withdrawal/amendment instructions in sufficient time for them to process your withdrawal/amendment no later than 7:00 pm (Sydney time) on Friday, 14 October 2011. The name of the Controlling CHESS Participant who manages your CHESS holding as at Tuesday, 6 September 2011 is pre-printed on the front of this Withdrawal/Amendment Form.

If you require further information on how to complete this form please contact the Buy-Back Information Line on 1300 732 806 (within Australia) or +61 2 8280 7620 (from outside Australia).

This Withdrawal/Amendment F orm relates to the P e rpet ual L i mited Bu y-Back boo klet dated 29 August 2011 a n d sho uld be read in conjunction with that docum e n t.

The term s a n d co nditio n s of the Bu y-Back, a n d the effect of s u b mitting a T e nder, a r e set o u t in the Bu y-Back Boo klet .