The Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the financial year ended 30 June 2002.

DIRECTORS

The names of the directors in office at the date of this report are:

A.S. Murdoch (Chairman)
C.J. Morris (Managing Director)
P.D. DeFeo
P.J. Griffin
P.J. Maclagan
I.D. Saville
A.N. Wales

The qualifications, experience and responsibilities of directors are outlined on pages 3.4 Board of Directors.

DIRECTORS' INTERESTS

At the date of this report, the direct and indirect interests of the directors in the shares of the Company are:

Name	Number of Options	Number of Ordinary Shares	Number of Reset Preference Shares
P.D. DeFeo	-	-	-
P.J. Griffin	-	2,000,000	-
P.J. Maclagan	-	16,367,525	1,330
C.J. Morris	-	54,635,042	-
A.S. Murdoch	-	609,800	-
I.D. Saville	-	100,000	-
A.N. Wales	-	32,592,384	-

DIRECTORS' MEETINGS

The number of meetings of the Board of Directors (and of Board committees) and the number of meetings attended by each of the directors during the financial year are:

Name	Directors' Meetings		Audit Committee Meetings		Nomination Committe Meetings		Remuneration Committee Meetings
	A	B	A	B	A	B	A	B
A.S. Murdoch	6	6	3	3	2	2	1	1
P.D. DeFeo	-	1	-	-	-	-	-	-
M.E. Elliott*	3	3	-	-	-	-	-	-
P.J. Griffin	6	6	3	3	2	2	1	1
P.J. Maclagan	5	6	-	-	-	-	-	-
C.J. Morris	5	6	1**	-	-	-	-	-
I.D. Saville	1	1	-	-	-	-	-	-
A.N. Wales	6	6	3	3	2	2	1	1

A - Number of meetings attended
B - Number of meetings held during the time the director held office during the year * M.E. Elliott is no longer a director and resigned on 8 November 2001
** Attended by invitation

PRINCIPAL ACTIVITIES

The principal activities of the consolidated entity during the course of the financial year were the operation of computer technology services, operation of share registries, including the administration of employee share and option plans and the provision of software specialising in share registry, financial and stock markets. In addition, the group also offers corporate trust services and acts as trustee for clients' debt offerings in certain markets and provides share ownership and other investor relations services through its Analytics businesses and print and mail distribution services through its Document Services businesses.

Computershare is a registered securities transfer agent. In addition, certain subsidiaries are Trust companies whose charters include the power to accept deposits, primarily acting as an escrow and paying agent on behalf of customers. In certain jurisdictions the group is subject to regulation by certain federal and state agencies and undergoes periodic examinations by those regulatory agencies.

There were no other significant changes in the nature of the activities of the consolidated entity during the year.

CONSOLIDATED PROFIT

The consolidated profit of the consolidated entity for the financial year was $71,293,536 after income tax and outside equity interests. This represents an 84% improvement on the 2001 result of $38,734,474. Consolidated profit of the consolidated entity for the financial year excluding non-recurring items was $57,930,984 after income tax and outside equity interests. This represents a 5% improvement on the 2001 results of $54,915,845. Profit before non-recurring items is determined as follows:

	Consolidated
	2002 $000s	2001 $000s
Net Profit	71,293	38,734
Exclusion of Write down investment in Etrade, net of tax	-	20,244
Exclusion of sale of SUMMIT, net of tax	-	(4,062)
Exclusion of Hong Kong equity transaction	(13,362)	-
Net profit excluding non-recurring items (refer note 2b)	57,931	54,916

DIVIDENDS

The following dividends of the consolidated entity have been paid, declared or recommended since the end of the preceding financial year:

Ordinary Shares

• A final ordinary dividend of half a cent per share amounting to $2,745,651 fully franked at 30% in respect of the year ended 30 June 2001 was paid on 28 September 2001
• An interim ordinary dividend of half a cent per share amounting to $2,766,217 fully franked at 30% in respect of the half year ended 31 December 2001 was paid on 19 March 2002
• A final dividend recommended by the directors of the Company in respect of the year ended 30 June 2002, to be paid on 26 September 2002, is an ordinary dividend of two and a half cents per share amounting to $13,856,959 franked at 30%.

Reset Preference Shares

• A reset preference dividend of $2.8027 per share amounting to $4,204,040.17 franked at 30% in respect of the six months ended 30 May 2002 was paid on 31 May 2002.
• A reset preference share dividend of 5.5% per annum amounting to $678,083 has been accrued in respect of the period 1 June 2002 to 30 June 2002.

REVIEW OF OPERATIONS

The group has recorded an operating profit before tax and non-recurring items of $83.8 million for the year ended 30 June 2002 (2001: $90.9 million). The result was achieved on revenue of $781.0 million (2001: $754.3 million). Before non-recurring items the group's earnings before interest, tax, depreciation and amortisation (EBITDA) decreased by 3% to $147.6 million (2001: $151.6 million). We are pleased to have met the forecast we outlined in February, particularly given the challenging conditions currently existing in the core registry business, which continues to be affected by low interest rates and subdued corporate activity. The quality of our earnings remain high as evidenced by strong cash flows from all businesses, an improved discipline across the group on cost containment and our continuing prudent approach of expensing software development which this year totalled $36 million.

The results for the year represent a significant achievement for the group given the volatility of financial markets and world economic conditions. These factors impacted the business through subdued corporate actions and lower margin income, although growth was experienced in non-registry businesses.

Regionally, revenues and operating earnings (EBITDA) were relatively evenly spread between North America, Asia Pacific and Europe.

The North American business, which continues to be affected by 40 year-low interest rates, generated revenues of $305 million and EBITDA of $41.1 million during the year. A substantial reduction in corporate actions (mergers and acquisitions, initial public offerings and stock splits) resulted in reduced registry income, however, this was offset by a solid contribution from the Plan Managers business, particularly in the first half of the year.

The Asia Pacific region contributed revenues of $237 million and EBITDA of $56.7 million, representing growth of 20% and 39% respectively. These improved results were generated by the acquisition of BT Registries in Australia and New Zealand and the joint venture with Hong Kong Exchanges and Clearing Ltd. The European region (including South Africa) contributed $237 million and $49.3 million respectively.

The results were impacted by a reduction in corporate actions, and lower interest rates affecting margin income in the registry business.

Operating margins remained strong at 19%, with Asia Pacific and Europe achieving 24% and 21% respectively and North America 13%.

Computershare Technology Services has been extremely active as it implements technology and infrastructure to support the expansion of the global registry network. For the year ended 30 June 2002 total technology expenses (including external bureau services) rose by 19% over the spend in the prior 2001 financial year. This increase in costs is a direct result of major projects such as: development and implementation of an ESPP system for United States Plan Managers; development of a Global Options System; development and implementation of SCRIP in United States, Hong Kong and Canadian markets and set up of communications and data infrastructure for North America.

Other operational highlights include:

• Selected registrar for over 60% of new IPOs in Australia
• Increased market share in Hong Kong to in excess of 80% through the formation of a joint venture with Hong Kong Exchanges and Clearing Limited
• Became the sole provider of registry services in South Africa through our acquisition of Mercantile Registrars
• Our first entry into continental Europe through our joint venture with Deutsche Börse to provide registry-related services to the German market
• Appointed the share registrar for the Bank of China HK listing the largest IPO in Asia this year with nearly 400,000 shareholders
• Selected to advise the China Securities Depository and Clearing Corporation on the Chinese securities registration service
• Sale of the SMARTS Market Surveillance system to the Singapore Exchange and Monetary Authority
• Infrastructure rollout in North America completed
• United States SCRIP conversion 100% completed which now enables us to market registry to major companies
• Canada conversion to SCRIP remains on track for completion by end March 2003
• Merrill Lynch Employee Share Plan conversion complete
• Contract with BP to manage their employee share plan globally
• Involvement with an increasing number of major cross border transactions in Canada and the United States
• Substantial growth in commercial (non-registry) document services business worldwide.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

Significant changes in the affairs of the consolidated entity during the financial year which are reported in the consolidated financial statements were:

In September 2001, Computershare acquired BT Registries in Australia and New Zealand, adding approximately 1.0 million securityholder accounts including equity, fixed interest and rental bond accounts.

In November 2001, Computershare announced the acquisition of the Mercantile Registrars business in South Africa which was successfully completed in April 2002. Computershare is now the sole provider of registry services in the South African market.

As part of Computershare's capital management strategy to strengthen its balance sheet and diversify its equity funding base, the company raised $150.0 million through the issue of $100 Reset Preference Shares. A preferential non-cumulative fully franked dividend of 5.5% per annum is fixed for the first five years and paid semi-annually in arrears in May and November. The Preference Shares have an ability to convert to ordinary shares at a 2.5% discount to the ordinary share price at the reset dates, with the first reset date being 30 November 2006.

In December 2001, it was announced that Computershare had taken a 49% interest in a newly formed joint venture with Deutsche Börse to provide share registration and related services to the German equities market and at a later stage to the equities market in continental Europe.

In May 2002, Computershare announced that it would re-organise its global management structure into three main operating regions of Europe (including UK, Ireland and South Africa), North America (United States and Canada) and Asia Pacific (Australia, New Zealand and Hong Kong). All senior appointments have been made and the new structure was in place prior to the end of this financial year.

In June 2002 Computershare merged its Hong Kong registry business with that of Hong Kong Exchanges and Clearing Limited. The joint venture is 76% owned by Computershare and currently has in excess of 80% market share. The aim of the joint venture is to provide share registry and related services to the Hong Kong market and to explore further opportunities in Asia, particularly in China.

New Appointments to the Board

• In December 2001, the Board appointed Iain Saville to the Board as an executive director. At the same time Iain was appointed to the newly created position of Managing Director - Europe, responsible for the operations and growth of the United Kingdom, continental Europe and South Africa. Iain's appointment took the number of executive directors to three.
• In May 2002, Philip DeFeo was appointed to the Board as non-executive director. Phil is currently chairman of the California-based Pacific Exchange (PCX), one of the leading stock exchanges in the United States. Philip's appointment takes the total number of non-executive directors to four.

In the opinion of the directors there were no other significant changes in the affairs of the consolidated entity during the financial year under review that are not otherwise disclosed in this report or the consolidated accounts.

SIGNIFICANT EVENTS AFTER YEAR END

No matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this report or in the consolidated financial statements, that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years, other than:

On 30 July 2002, Computershare announced that it had obtained approval from the United States Securities and Exchange Commission to be an ADR agent in the United States and that it intends to now market this service to its non-United States-based clients.

On 28 August 2002, Computershare announced that it had formed a strategic alliance with Citigroup Global Investments to focus on new opportunities and work together in North America and globally. As part of this agreement Citibank has been provided with an option over 12,081,633 shares in Computershare at an exercise price of $1.83. As at 30 June 2002 no financial impact from this new strategic alliance had been reflected in either the Statement of Financial Performance or the Statement of Financial Position.

On 28 August 2002, Computershare also announced that it would acquire up to 10 percent of its shares through an on-market buyback that would be funded by its existing facilities. The buyback commenced on 11 September 2002 and at the date of this report, 300,000 shares had been purchased. The buy-back is in place for a six month period ending on 11 March 2003.

LIKELY DEVELOPMENTS AND FUTURE RESULTS

The Directors remain confident of the consolidated entity's immediate future. Operationally, the Company is on track to have its proprietary software, the SCRIP system, live in all three regions by the end of 2002. Following this Computershare will have a truly global registry model which will be able to deliver efficiencies and benefits to the Company's clients across the regions in which they operate.

The Company also expects the strong growth in its Employee Share Plan business to continue. This business, which currently represents 8% of consolidated revenue, has grown significantly over the last year.

Revenues and earnings growth will depend on the recovery of global equity markets, and in particular a higher level of corporate actions. Any increase in interest rates will also be revenue and earnings positive. The company will nevertheless remain vigilant in managing its cost base efficiently given the uncertain outlook going forward to ensure it continues to deliver acceptable levels of operating earnings and margins.

The Company is confident that it will be able to pay a 5 cent per share fully franked dividend from the 2002/03 financial year onwards.

SHARE OPTIONS

Details of options granted to directors or relevant officers as part of their remuneration are set out in the section of this report headed Directors' and Officers' Remuneration. Details of shares under option, or issued during or since the end of the financial year due to the exercise of an option, are set out in Note 19 to the detailed financial report. The names of the employees who currently hold options are entered in the Register of Options kept by the company pursuant to section 170 of the Corporations Act 2001. The register may be inspected free of charge.

DIRECTORS' AND OFFICERS' REMUNERATION

Remuneration of directors and senior executives of the Company is established by the Remuneration Committee. Remuneration is determined as part of an annual performance review, having regard to market factors and a performance evaluation process. For executive directors and officers, remuneration packages generally comprise salary and superannuation. Executives are also provided with longer-term incentives through the employee share ownership and option schemes, which act to align the executives' actions with the interests of the shareholders.

The Board meets annually to review its own performance. The non-executive directors are responsible for evaluating the performance of the Chief Executive, who in turn evaluates the performance of all other senior executives.

Details of remuneration provided to directors and the five most senior executive officers of the consolidated entity for the year ended 30 June 2002 are as follows:

	Base Salary $	Directors Fee $	Supera- nnuation $	Bonus $	Other Benefits $	Total Excluding Options $	Value of Options Granted $	Total Including Options $
Directors
A.S. Murdoch	-	115,000	11,500	-	-	126,500	-	126,500
P.D. DeFeo	-	-	-	-	-	-	-	-
M.E. Elliot	169,565	-	16,957	-	-	186,522	-	186,522
P.J. Griffin	-	100,000	10,000	-	-	110,000	-	110,000
P.J. Maclagan	348,333	-	42,000	-	9,817	400,150	-	400,150
C.J. Morris	348,333	-	38,000	-	-	386,333	-	386,333
I.D. Saville	138,351	-	27,670	-	329,442	495,463	-	495,463
A.N. Wales	83,750	75,000	15,875	-	204,462	379,087	-	379,087
Officers
S. Rothbloom	572,410	-	5,724	-	-	578,134	320,000	898,134
R. Waterhouse	572,410	-	-	-	-	572,410	320,000	892,410
E. Stockdale	517,986	-	18,938	28,943	-	565,867	271,080	836,947
S. Crosby	336,381	-	8,803	-	165,388	510,572	222,160	732,732
P. Conn	381,607	-	-	79,204	-	460,811	64,000	524,811

A.N. Wales became a non-executive director on 1 October 2001. Other benefits paid to A.N. Wales relate primarily to the payment of unused annual and long service leave.

Other benefits paid to I.D. Saville relate to a grant of ordinary shares.

Options have been valued as at the date of issue using the Black-Scholes option pricing model.

The officers included in this disclosure are those executives having, during the year, the greatest authority for managing the Group. Other executives who have not had such authority may have received remuneration at a level in excess of that shown for the executives named above.

Resigned as director on 8 November 2001.

INDEMNIFICATION OF OFFICERS

During the period, the Company paid an insurance premium to insure directors and officers of the Company and its controlled entities against liability. The directors of the Company are as detailed earlier in the report and the contract also covers all executive officers and directors and executive officers of controlled entities.

Disclosure of the amount of insurance premium payable and a summary of the nature of liabilities covered by the insurance contract is prohibited by a confidentiality clause in the contract.

ROUNDING OF AMOUNTS

The parent entity is a company of the kind specified in the Australian Securities and Investments Commission class order 98/0100. In accordance with the class order, amounts in the consolidated financial statements and the Directors' Report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise.

Signed in accordance with a resolution of the directors.

12 September 2002