Perpetual Limited — Proxy Solicitation & Information Statement 2013

16 October 2013

THE TRUST COMPANY RELEASE OF PERPETUAL SCHEME BOOKLET

The Trust Company Limited ( The Trust Company ) today announces that the Australian Securities and Investments Commission has registered the Scheme Booklet in relation to the previously announced Scheme of Arrangement ( Scheme ) under which Perpetual Limited ( Perpetual ) will acquire 100% of the issued shares in The Trust Company. The release of the Scheme Booklet follows orders made by the Supreme Court of New South Wales on 16 October 2013 to convene a meeting of shareholders in The Trust Company to consider and vote on the Scheme on 28 November 2013.

The Directors of The Trust Company believe that a combination with Perpetual not only creates significant value for shareholders of both companies but will also provide substantial benefits for clients of the combined group. Perpetual’s fiduciary heritage and commitment to service quality will also ensure that The Trust Company’s high standards are maintained.

Each member of The Trust Company Board recommends that shareholders vote in favour of the Scheme and will vote the voting rights attached to all Shares over which he or she has control in favour of the Scheme, in each case in the absence of a Superior Proposal. The Independent Expert’s Report, prepared by Lonergan Edwards, concludes that the Scheme is fair and reasonable and in the best interests of shareholders in The Trust Company, in the absence of a Superior Proposal.

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The Scheme Booklet contains a letter from Bruce Corlett, Chairman of The Trust Company, providing further explanation of the Scheme and the Board’s recommendation. The letter is attached to this announcement.

The full Scheme Booklet, including the Independent Expert’s Report, has been lodged with the Australian Securities Exchange today and is expected to be mailed to all shareholders in The Trust Company in the coming week. Shareholders are encouraged to read the document in its entirety.

Scheme Meeting

The Scheme requires the approval of shareholders in The Trust Company and will be considered at the Scheme Meeting to be held at 10.00am on Thursday 28 November 2013 at the offices of The Trust Company at Level 15, 20 Bond Street, Sydney. All shareholders in The Trust Company are encouraged to vote either by attending the Scheme Meeting in person, or by lodging a proxy vote by 10.00am on Tuesday 26 November 2013.

If you have any questions in relation to the Scheme, or the Scheme Booklet, please contact The Trust Company Shareholder Information Line on 1800 505 206 (Within Australia) or +612 8256 3354 (Outside Australia).

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The Trust Company Limited ABN 59 004 027 749

ENDS

For further information, please contact:

For media enquiries: For shareholder enquiries: Angus Urquhart Geoffrey Stirton Hintons Group Company Secretary Tel: +61 3 9600 1979 Tel: +61 2 8295 8100 [email protected] www.thetrustcompany.com.au

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The Trust Company Limited ABN 59 004 027 749

LETTER fROM CHAiRMAN Of THE TRUST COMPANY 16 oCToBeR 2013

Dear Shareholder

PROPOSED ACqUISITION OF THE TRUST COMPANY BY PERPETUAL

I am pleased to enclose the details of Perpetual Limited’s (Perpetual) proposal (Revised Perpetual Proposal) to acquire your shares in The Trust Company Limited (The Trust Company).

Your Directors consider that the Revised Perpetual Proposal is in the best interests of Shareholders in The Trust Company and unanimously recommend that you VOTE IN FAVOUR of the Scheme, in the absence of a Superior Proposal.

BACkgROUND ON THE REVISED PERPETUAL PROPOSAL

on 7 may 2013, The Trust Company announced that it had entered into a Scheme Implementation Agreement with Perpetual to implement a proposal from Perpetual to acquire all of the issued Shares in The Trust Company by way of a scheme of arrangement under Part 5.1 of the Corporations Act.

on 9 September 2013, following the receipt of an improved takeover offer from equity Trustees and a proposal from IooF, The Trust Company announced that it had received an improved proposal from Perpetual and that it had agreed with Perpetual to amend the Scheme Implementation Agreement to reflect the improved proposal. Under the Scheme Implementation Agreement (as amended), Shareholders in The Trust Company will receive:

• a. Scheme Consideration: 0.182 Perpetual Shares for each Share in The Trust Company, which can be received as:

• i. Perpetual Shares (Share Consideration);

• ii. The cash equivalent of the Share Consideration, subject to an agreed aggregate cap, with a floor price of $6.29 per Share (Cash Consideration); or

• iii. A mix of the above; and

• b. Special Dividend: a 22 cent special dividend (expected to be fully franked) paid by The Trust Company.

In addition to the Scheme Consideration and the Special Dividend, you will also receive an interim dividend of 17 cents (fully franked) to be paid by The Trust Company on 5 November 2013 provided you were a Shareholder on the record date for the interim dividend.

VALUE OF THE REVISED PERPETUAL PROPOSAL

Based on the closing price of Perpetual Shares of $37.30 on 6 September 2013, being the last trading day prior to the announcement of the Revised Perpetual Proposal, the implied value of the Scheme Consideration and Special Dividend (ignoring the potential value of franking credits associated with the Special Dividend) is $7.01 per Share. This represents a 59.3% premium to the closing price of Shares on 20 February 2013, being the last trading day prior to equity Trustees announcing a takeover offer for The Trust Company, adjusted for the FY13 Final Dividend and the FY14 Interim Dividend declared by The Trust Company.

Based on the closing price of Perpetual Shares on 14 october 2013, being the last practicable trading day prior to the date of this Scheme Booklet, the Scheme Consideration and the Special Dividend (ignoring the potential value of franking credits associated with the Special Dividend) together represent a value per Share in The Trust Company of $7.75.

You may also benefit from up to 9.4 cents per Share of franking credits attached to the Special Dividend. You should seek independent professional advice about the ability to use franking credits and the value of any franking credits to you.

5 THE TRUST COMPANY LIMITED Scheme Booklet

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DIRECTORS’ RECOMMENDATION

each member of The Trust Company Board recommends that you vote in favour of the Scheme and will vote the voting rights attached to all Shares over which he or she has control in favour of the Scheme, in each case in the absence of a Superior Proposal.

Your Directors believe that a combination of Perpetual and The Trust Company not only creates significant value for shareholders of both companies but will also provide substantial benefits for clients of the Combined Group. Perpetual’s fiduciary heritage and commitment to service quality will also ensure the high standards that our clients rely upon are maintained.

Full details of the key reasons for the Directors’ recommendation of the Scheme are set out in section 1.1 of this Scheme Booklet. As with all transactions of this nature, the Scheme has disadvantages and risks. These are set out in sections 1.2 and 7 of this Scheme Booklet.

OPINION OF THE INDEPENDENT EXPERT

The Trust Company Board commissioned Lonergan edwards to prepare an Independent expert’s Report on the Scheme. The Independent expert concluded that the Scheme is fair and reasonable and in the best interests of Shareholders in The Trust Company, in the absence of a Superior Proposal. The full report of the Independent expert is set out in Annexure A of this Scheme Booklet.

COMPREHENSIVE PROCESS

The Trust Company Board arrived at its recommendation for the Revised Perpetual Proposal following a comprehensive process to maximise value for Shareholders, which culminated in five proposals for the company being announced by three different suitors:

• 21 February 2013: The Original Equity Trustees Offer was announced. On 19 April 2013, The Trust Company Board issued its Target’s Statement, recommending that Shareholders reject the original equity Trustees offer and outlining its reasons for doing so.

• 7 May 2013: The Trust Company announced that it had entered into a Scheme Implementation Agreement with Perpetual. Following the announcement of the original equity Trustees offer, The Trust Company received approaches from a number of parties expressing interest in The Trust Company. Following a process of due diligence and negotiation with interested parties, The Trust Company Board determined that the proposal from Perpetual was the most attractive.

• 21 June 2013: The Revised Equity Trustees Offer was announced, which improved on the terms offered under the original equity Trustees offer announced on 21 February 2013. on 13 September 2013, The Trust Company issued its Third Supplementary Target’s Statement, recommending that Shareholders reject the Revised equity Trustees offer and outlining its reasons for doing so.

• 2 September 2013: The IOOF Proposal was received. At the time, after having considered the IOOF Proposal carefully, The Trust Company Board determined that the IooF Proposal was likely to be a Superior Proposal to the original Perpetual Proposal under the Scheme Implementation Agreement with Perpetual. on 4 September 2013, The Trust Company provided Perpetual with notice that it had three business days to match or better the IooF Proposal pursuant to its obligations under the Scheme Implementation Agreement.

• 9 September 2013: The Revised Perpetual Proposal was announced. The Trust Company received an improved proposal from Perpetual and agreed with Perpetual to amend the Scheme Implementation Agreement to reflect the improved proposal. The IooF Proposal lapsed.

In addition to representing a higher value to Shareholders than the Revised equity Trustees offer and IooF Proposal, the Revised Perpetual Proposal is superior for a number of reasons. These include (but are not limited to) the higher minimum value of $6.29 per Share under the Cash Consideration option, higher total cash amount of $110 million available to satisfy the Cash Consideration and greater

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THE TRUST COMPANY LIMITED Scheme Booklet

LETTER fROM CHAiRMAN Of THE TRUST COMPANY 16 oCToBeR 2013 CoNT.

consideration flexibility for Shareholders in being able to mix and match Cash Consideration and Share Consideration.

Since the Revised Perpetual Proposal was announced, no Superior Proposal has emerged. Should any further third party proposal be received, your Directors will, consistent with their fiduciary duties, consider the merits of any such proposal and advise you accordingly.

EqUITY TRUSTEES TAkEOVER OFFER

The takeover offer from equity Trustees of 37 equity Trustees Shares for every 100 Shares and a special dividend of 22 cents per Share (expected to be fully franked) to be paid by The Trust Company will remain open until 7.00pm (melbourne time) on 29 November 2013 (unless further extended or withdrawn).

For the reasons previously outlined in the Third Supplementary Target’s Statement sent to Shareholders in The Trust Company on 17 September 2013, The Trust Company Board unanimously recommends that Shareholders reject the Revised equity Trustees offer, and do nothing in relation to all documents sent to you by equity Trustees.

The Independent expert has considered the relative merits of the Revised equity Trustees offer as well as the IooF Proposal and concluded that the proposed scheme with Perpetual is a superior proposal to both the Revised equity Trustees offer and the lapsed IooF Proposal.

SCHEME MEETINg

The Scheme can only be implemented if it is approved by the Requisite majority of Shareholders in The Trust Company at the Scheme meeting to be held at Level 15, 20 Bond Street, Sydney NSW 2000 at 10.00am on 28 November 2013, and if it is subsequently approved by the Court. You do not need to attend the Scheme meeting in person to vote, as your vote can be made by proxy. A blue proxy form is enclosed with this Scheme Booklet and if you wish to vote by proxy, you must return the completed blue proxy form to The Trust Company Registry by post, delivery or facsimile in accordance with the provisions of the “how to Participate in the Scheme” section of this Scheme Booklet no later than 10.00am on 26 November 2013.

This is a very significant moment in The Trust Company’s history and it is important that you vote at the Scheme meeting so that you can have a say as to whether or not the Scheme proceeds. The Scheme will only proceed if the requisite voting thresholds outlined in the “Voting” section of the Frequently Asked Questions section are met. I urge you to read the Scheme Booklet (including the Independent expert’s Report) in its entirety as it contains important information that will need to be considered before you vote on the Scheme.

If you are in any doubt as to the action that you should take in relation to the Scheme, you should seek your own independent professional advice. If you have any questions about your Shares in The Trust Company or any other matter in this Scheme Booklet, you should contact The Trust Company’s Shareholder Information Line on 1800 505 206 (Within Australia) or +612 8256 3354 (outside Australia).

on behalf of The Trust Company Board, I would like to take this opportunity to thank you again for your ongoing support of The Trust Company. Your Board believes that the proposed acquisition of The Trust Company by Perpetual makes strong commercial and strategic sense and is in the best interests of Shareholders in The Trust Company. I look forward to your participation in the Scheme meeting.

Yours sincerely

Bruce Corlett AM Chairman The Trust Company

7 THE TRUST COMPANY LIMITED Scheme Booklet