Shareholders Update: Scheme of Implementation Arrangement with Perpetual Limited

On 21 February 2013, Equity Trustees Limited (“Equity Trustees”) announced its intention to make an off-market takeover offer for all the issued shares in The Trust Company Limited (the “Equity Trustees Offer”).

For the reasons outlined in the target’s statement sent to shareholders on 19 April 2013, The Trust Company Board advises shareholders to reject the offer from Equity Trustees by taking no action in relation to that offer.

On 7 May 2013, we announced that we had entered into a Scheme of Implementation Agreement (“Scheme”) with Perpetual Limited to implement a proposal from Perpetual to acquire all of the shares in The Trust Company (“Perpetual Proposal”). If this Scheme is implemented, shareholders in The Trust Company will receive:

• 0.1495 Perpetual shares for each share in The Trust Company (or a cash equivalent, subject to a cap of $60 million)
• a 22 cent special dividend per share (which is expected to be fully franked), to be paid by The Trust Company

The Scheme requires the approval of shareholders and will be considered at the Scheme Meeting to be held in mid-August. Further information, including how to vote, will follow in the Scheme Booklet which is expected to be mailed to all shareholders in mid-July. You are encouraged to read the Scheme Booklet in its entirety, once received.

The Board of The Trust Company recommends that you vote in favour of the Scheme, in the absence of a superior proposal.

The Board will continue to keep you updated on developments as they occur. In the meantime, if you have any queries in relation to the Equity Trustees Offer or Perpetual Proposal, please contact our Shareholder Information Line on 1800 505 206 (Toll Free) or +612 8256 3354 (callers outside Australia).

General Information

We are committed to a progressive dividend policy with a payout ratio of at least 80% of net profit after tax. This is consistent with our strategic goal of delivering increased dividends to our shareholders.

For more shareholder information please visit the following links:

Corporate Governance
Company Announcements

• Key Dates
• Dividends
• Downloads
• Reports
• Presentations

Please note that past performance is not a reliable indication of future performance.