THE TRUST COMPANY LIMITED SCHEME BOOKLET

Transcription

1 16 October 2013 THE TRUST COMPANY LIMITED SCHEME BOOKLET We attach the Scheme Booklet lodged with the Australian Securities and Investments Commission in relation to scheme of arrangement to effect the proposed acquisition of 100% of the issued shares in The Trust Company by Perpetual Limited. The Scheme Booklet, including the Independent Expert s Report, will be mailed to The Trust Company shareholders on 24 October ENDS For further information, please contact: For media enquiries: For shareholder enquiries: Angus Urquhart Geoffrey Stirton Hintons Group Company Secretary Tel: Tel: aurquhart@hintons.com.au Page 1 of 1 The Trust Company Limited ABN

2 THE TRUST COMPANY Limited ABN Scheme Booklet In relation to a recommended proposal from Perpetual Limited ABN For a scheme of arrangement between The Trust Company Limited and the holders of The Trust Company Limited shares. The Trust Company Limited Directors unanimously recommend that you VOTE IN FAVOUR of the Scheme in the absence of a superior proposal. This is an important document and requires your immediate attention. You should read it in its entirety before you decide whether or not to vote in favour of the Scheme. If you are in doubt as to what you should do, you should consult your legal, financial or other professional adviser. Financial adviser Legal adviser

3 This Scheme Booklet contains important information about the Scheme and it will help you make an informed decision about how to vote. Shareholder Information Line The Trust Company has established a Shareholder Information Line which Shareholders should call if they have any questions in relation to the Scheme. The telephone number for the Shareholder Information Line is (Within Australia), (Outside Australia). The Shareholder Information Line is available Monday to Friday from 9.00am to 5.00pm (Sydney time).

4 CONTENTS Important Notices for Shareholders... 1 Important Dates...4 Letter from Chairman of The Trust Company... 5 Letter from Chairman of Perpetual... 8 Reasons to Vote in Favour of the Scheme... 9 Reasons why you may Consider Voting Against the Scheme How to Participate in the Scheme...11 Frequently Asked Questions Matters Relevant to your Vote on the Scheme Further Details Concerning the Scheme Information about The Trust Company Information about Perpetual Information about the Combined Group Taxation Implications Risks Additional Information Glossary Annexure A Independent Expert s Report Annexure B Investigating Accountant s Report Annexure C Scheme Implementation Agreement Annexure D Scheme of Arrangement Annexure E Deed Poll Annexure F Notice of Meeting...371

5 Important notices This Scheme Booklet contains important information This Scheme Booklet is the explanatory statement required to be sent to Shareholders under Part 5.1 of the Corporations Act in relation to the Scheme. The purpose of this Scheme Booklet is to explain the terms of the Scheme and the manner in which the Scheme will be considered and implemented (if approved by a Requisite Majority of Shareholders and by the Court) and to provide information as is prescribed or otherwise material to the decision of Shareholders whether or not to vote in favour of the Scheme. You should read this booklet in its entirety before making a decision as to how to vote. Status of Scheme Booklet This Scheme Booklet is not a disclosure document required by Chapter 6D of the Corporations Act. Section 708(17) of the Corporations Act provides that Chapter 6D of the Corporations Act does not apply in relation to arrangements under Part 5.1 of the Corporations Act approved at a meeting held as a result of an order under section 411(1). Instead, shareholders asked to vote on an arrangement at such a meeting must be provided with an explanatory statement as referred to above. Responsibility for information The information contained in this Scheme Booklet other than in paragraphs 1.1(g) and 1.2(e) of section 1, paragraphs 2.4(i) (other than the statement about The Trust Company s intentions), 2.6, 2.7 and 2.8 of section 2, sections 4, 5, 6, 7 (other than section 7.4), 8.3 and 8.4, the Investigating Accountant s Report and the Independent Experts Report (The Trust Company Information) has been prepared by The Trust Company and is the responsibility of The Trust Company. Neither Perpetual, its shareholders, nor any of their advisers assume any responsibility for the accuracy or completeness of The Trust Company Information. The information contained in paragraphs 1.1(g) and 1.2(e) of section 1, paragraphs 2.4(i) (other than the statement about The Trust Company s intentions), 2.6, 2.7 and 2.8 of section 2, sections 4, 5, 7 (other than section 7.4), 8.3 and 8.4 of this Scheme Booklet (Perpetual Information) has been provided by Perpetual and is the responsibility of Perpetual. Neither The Trust Company nor any of The Trust Company Directors, its officers or advisers assume any responsibility for the accuracy or completeness of the Perpetual Information. Lonergan Edwards & Associates Limited has prepared the Independent Expert s Report in relation to the Scheme contained in Annexure A of this Scheme Booklet and takes responsibility for that report. KPMG Transaction Services has been engaged by Perpetual to prepare the Investigating Accountant s Report as set out in Annexure B of this Scheme Booklet in relation to the compilation of the Pro Forma Historical Financial Information contained in section 5.3 of this Scheme Booklet and takes responsibility for that report. King & Wood Mallesons has prepared the information on the taxation implications of the Scheme contained in section 6 of this Scheme Booklet and takes responsibility for that information. ASIC and ASX involvement A copy of this Scheme Booklet has been reviewed by ASIC for the purposes of section 411(2) of the Corporations Act. ASIC has been requested to provide a statement, in accordance with section 411(17) of the Corporations Act, that ASIC has no objection to the Scheme. ASIC s policy in relation to statements under section 411(17) of the Corporations Act is that it will not provide such a statement until the Second Court Date. This is because ASIC will not be in a position to advise the Court until it has had an opportunity to observe the entire Scheme process. If ASIC provides that statement, it will be produced to the Court on the Second Court Date. A copy of this Scheme Booklet has been lodged with ASX. Neither ASIC or ASX nor any of their respective officers take any responsibility for the contents of this Scheme Booklet. Forward looking statements Certain statements in this Scheme Booklet relate to the future. These statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements to be materially different from expected future results, performance 1 THE TRUST COMPANY LIMITED Scheme Booklet

6 or achievements expressed or implied by those statements. These statements reflect only views held as at the date of this Scheme Booklet. None of The Trust Company, The Trust Company Directors or its officers, or any other person gives any representation, assurance or guarantee that the events expressed or implied in any forward looking statements in this Scheme Booklet will actually occur and you are cautioned not to place undue reliance on such forward looking statements. Subject to any continuing obligations under law or the ASX Listing Rules, The Trust Company and The Trust Company Directors disclaim any obligation or undertaking to disseminate after the date of this Scheme Booklet any updates or revisions to any forward looking statements to reflect any change in expectations in relation to those statements or change in events, conditions or circumstances on which any such statement is based other than to comply with legal obligations or the ASX Listing Rules. Investment advice Other than the Independent Expert s Report and the Investigating Accountant s Report, the information contained in this Scheme Booklet does not constitute financial product advice. In preparing this Scheme Booklet, The Trust Company has not taken into account the objectives, financial situation or needs of individual Shareholders. It is important that you consider the information in this Scheme Booklet in light of your particular circumstances. You should seek your own independent professional advice regarding your particular circumstances and the Scheme or if you are in doubt as to how to vote on the Scheme. Important notice associated with Court order under section 411(1) of the Corporations Act The fact that under section 411(1) of the Corporations Act the Court has ordered that a meeting be convened and has approved the explanatory statement required to accompany the notices of the meeting does not mean that the Court: Has formed any view as to the merits of the proposed Scheme or as to how members should vote (on this matter members must reach their own decision); or Has prepared, or is responsible for the content of, the explanatory statement. Shareholders outside Australia This Scheme Booklet is subject to Australian disclosure requirements. Financial information in this Scheme Booklet has been prepared in accordance with AIFRS and is presented in an abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act. Australian disclosure requirements and AIFRS may be different from those applicable in other jurisdictions. Foreign Shareholders Foreign Shareholders may not be entitled to receive New Perpetual Shares pursuant to the Scheme. Foreign Shareholders should refer to section 2.5(o) of this Scheme Booklet. This Scheme Booklet is not a New Zealand prospectus or an investment statement and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (or any other relevant New Zealand law). This Scheme Booklet may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain. Securities are offered to the public in New Zealand under this Scheme Booklet in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). Tax implications of the Scheme Section 6 of this Scheme Booklet provides a general outline of the Australian income tax consequences for Scheme Participants who dispose of their Shares to Perpetual in accordance with the Scheme. It does not purport to be a complete analysis or to identify all potential tax consequences nor is it intended to replace the need for specialist tax advice in respect of the particular circumstances of individual Scheme Participants. Scheme Participants who are subject to taxation outside Australia should also consult their tax adviser as to the applicable tax consequences of the Scheme in the relevant jurisdiction. THE TRUST COMPANY LIMITED Scheme Booklet 2

7 Important notices CONT. Privacy The Trust Company and Perpetual may collect personal information in the process of implementing the Scheme. This information may include the names, contact details and security holdings of Shareholders and the names of persons appointed by Shareholders to act as proxy, attorney or corporate representative at the Scheme Meeting. The primary purpose of collecting this information is to assist The Trust Company and Perpetual to conduct the Scheme Meeting and to implement the Scheme. Personal information of the type described above may be disclosed to The Trust Company Registry and the Perpetual Registry, print and mail service providers, authorised securities brokers and Related Bodies Corporate of The Trust Company and Perpetual. Shareholders have certain rights to access personal information that has been collected. They should contact The Trust Company Registry in the first instance, if they wish to access their personal information. Shareholders who appoint a named person to act as their proxy, attorney or corporate representative should ensure that they inform that person of these matters. Notice of Meeting The Notice of Meeting is set out in Annexure F. Defined terms Capitalised terms used in this Scheme Booklet are defined in the Glossary. Each of the documents reproduced in some of the annexures to this Scheme Booklet has its own defined terms, which are sometimes different from those in the Glossary. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this document. All numbers are rounded unless otherwise indicated. The financial amounts in this Scheme Booklet are expressed in Australian currency unless otherwise stated. A reference to $, A$ and AUD and cents is to Australian currency, unless otherwise stated. All times referred to in this Scheme Booklet are references to times in Sydney, unless otherwise stated. The Trust Company and Perpetual websites The contents of The Trust Company and Perpetual s websites do not form part of this Scheme Booklet and Shareholders should not rely on their content. Date This Scheme Booklet is dated 16 October THE TRUST COMPANY LIMITED Scheme Booklet

8 Important DATES 16 October 2013 First Court Date for approval of this Scheme Booklet 21 October 2013 Record date for the FY14 Interim Dividend 24 October 2013 Scheme Booklet and Notice of Meeting despatched to Shareholders 5 November 2013 Payment of the FY14 Interim Dividend 14 November 2013 First day of the Perpetual VWAP Period 10.00am on 26 November pm on 26 November 2013 Latest time and date for receipt of proxy forms for Scheme Meeting Scheme Meeting Record Date for determining eligibility to vote at the Scheme Meeting 27 November 2013 Last day of the Perpetual VWAP Period 10.00am on 28 November 2013 Scheme Meeting to be held at Level 15, 20 Bond Street, Sydney NSW December 2013 Second Court Date for approval of the Scheme 4 December 2013 Effective Date Court order is lodged with ASIC and Scheme takes effect Last day of trading in Shares on ASX 5 December 2013 New Perpetual Shares commence trading on a deferred settlement basis 7.00pm on 10 December pm on 11 December pm on 13 December December 2013 Election Date last time to lodge Election Forms Special Dividend Record Date Record Date for determining entitlement to Scheme Consideration Implementation Date Payment of the Scheme Consideration and Special Dividend and issue of New Perpetual Shares Dispatch of statements confirming the allotment of New Perpetual Shares Last day of deferred settlement trading for New Perpetual Shares 19 December 2013 New Perpetual Shares commence trading on a normal settlement basis on ASX Notes All dates following the date of the Scheme Meeting where stated above or throughout this Scheme Booklet are indicative only and, among other things, are subject to all necessary approvals from the Court. Any changes to the above timetable (which may include an earlier or later date for the Second Court Date) will be announced through ASX and notified on The Trust Company s website THE TRUST COMPANY LIMITED Scheme Booklet 4

9 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: 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

10 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 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 THE TRUST COMPANY LIMITED Scheme Booklet 6

11 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 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 (Within Australia) or (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

12 Letter from Chairman of Perpetual 16 OCTOBER 2013 Dear Shareholder The Trust Company Board and the Perpetual Board have unanimously agreed to a proposal for Perpetual to acquire all of the issued Shares in The Trust Company (Revised Perpetual Proposal). The Revised Perpetual Proposal requires your approval of a Scheme of Arrangement. With your approval, we believe we have the ability to deliver enhanced shareholder value to both The Trust Company and Perpetual shareholders. If the Revised Perpetual Proposal proceeds, for each Share in The Trust Company you hold, you will receive: Scheme Consideration of: Perpetual Shares (Share Consideration); The cash equivalent of the Share Consideration, with a floor price so that you receive at least $6.29 for each of your Shares in The Trust Company, and subject to an aggregate cap of $110 million (Cash Consideration); or A combination of Share Consideration and Cash Consideration. A 22 cent special dividend (expected to be fully franked) paid by The Trust Company. In addition to the Scheme Consideration and the 22 cent 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. Perpetual and The Trust Company share a heritage that pre-dates Australia s federation, as well as outstanding client service values. The Trust Company has strong and longstanding client relationships and a team of talented and dedicated people; attributes that are strongly aligned with Perpetual s culture. We believe that the Revised Perpetual Proposal represents a compelling opportunity for shareholders of both companies. The Trust Company s operations are highly complementary with each of Perpetual s three businesses, and will deliver economies of scale and a broader range of capabilities to clients that we believe will be in Shareholders interests. The proposal is expected to deliver enhanced value to The Trust Company and Perpetual shareholders over the medium and long term by bringing together highly complementary businesses and established, respected brands. Both Perpetual and The Trust Company have taken a thorough and disciplined approach to preparing for this transaction. We are confident in our ability to successfully combine the operations of both companies. Perpetual is well placed for the integration of The Trust Company following our investment in the new portfolio wrap service of our Perpetual Private wealth advice business and the refocusing of our Corporate Trust business on its corporate fiduciary services. An Independent Expert has considered the terms of the Revised Perpetual Proposal and concluded that the Scheme is fair and reasonable and in the best interests of Shareholders of The Trust Company, in the absence of a Superior Proposal. In conclusion, Perpetual s offer to acquire all the outstanding ordinary shares in The Trust Company represents a compelling opportunity for the shareholders of both companies and will contribute to the realisation of a shared vision of becoming Australia s largest independent wealth manager of choice. Our Board believes that the combination of the two businesses will provide substantial benefits for shareholders and clients. Your participation is important. I encourage you to read this Scheme Booklet and to vote in favour of the Scheme by returning the enclosed blue proxy form by 10.00am on 26 November 2013 or by attending the Scheme Meeting on 28 November Yours faithfully Peter Scott Chairman Perpetual THE TRUST COMPANY LIMITED Scheme Booklet 8

13 Reasons to Vote in Favour of the Scheme The Trust Company Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of Shareholders, in the absence of a Superior Proposal Shareholders will be paid a 22 cent Special Dividend (expected to be fully franked 1 ) if the Scheme proceeds The Scheme Consideration, taken together with the Special Dividend, provides a significant premium 2 for your Shares based on undisturbed prices A comprehensive process has been undertaken and a number of subsequent proposals have been received. However, no Superior Proposal to the Revised Perpetual Proposal has emerged Shareholders have the choice of receiving their Scheme Consideration as Share Consideration, Cash Consideration or various combinations of both 3 If you elect to receive Share Consideration, you will have the opportunity to participate in the strategic and financial benefits of the Combined Group, which are expected to be significant If you elect to receive Cash Consideration, you are guaranteed to receive Scheme Consideration to a value of at least $6.29 per Scheme Share 4 The Scheme Consideration provides an opportunity for all Shareholders to readily realise value for their Shares that is otherwise not available in the current relatively illiquid market for trading in Shares in The Trust Company If the Scheme does not proceed and no Superior Proposal emerges, the price of Shares in The Trust Company may fall below prevailing prices Scheme Participants who elect to receive Share Consideration may be eligible for CGT rollover relief There is no brokerage or stamp duty associated with the disposal of your Shares under the Scheme 9 THE TRUST COMPANY LIMITED Scheme Booklet

14 Reasons why you may Consider Voting Against the Scheme You may disagree with The Trust Company Directors recommendation or the conclusion of the Independent Expert You may consider that the Revised Equity Trustees Offer is a more attractive proposal compared to the Revised Perpetual Proposal You may consider that there is the potential for a Superior Proposal to be made in the foreseeable future The value of the Scheme Consideration will be dependent on the market value of Perpetual Shares leading up to the implementation of the Scheme. The value of the Scheme Consideration you ultimately receive may be lower than the value calculated before the date of this Scheme Booklet You may not want to own Perpetual Shares (which you may receive even if you elect to receive all of your Scheme Consideration as Cash Consideration and you are scaled back 4 ), for the following reasons: The integration of The Trust Company and Perpetual may be more difficult or take more time than currently anticipated and there is a risk that expected synergies may not be realised within the anticipated timeframe or at all to their full extent Perpetual Shares may not be attractive for some Shareholders, who may prefer to maintain their current investment exposure to a pure trustee company There are a number of risks associated with owning Perpetual Shares (see section 1.2(e)(iii) and section 7.3) The tax consequences of transferring your Shares pursuant to the Scheme may not be optimal for your financial position Section 1 provides further detail on the reasons to vote in favour or reasons why you may consider voting against the Scheme, which you may wish to take into account before deciding how to vote. 1 The value of franking credits will vary depending on Shareholders individual tax position. You should seek independent professional advice about the ability to use franking credits and the value of any franking credits to you. 2 The Scheme Consideration together with the Special Dividend reflects a 59.3% premium to the closing price of Shares in The Trust Company on 20 February 2013, being the last trading day prior to the announcement of the Original Equity Trustees Offer. The closing price of Shares in The Trust Company has been adjusted for the FY13 Final Dividend of 18 cents per Share and the FY14 Interim Dividend of 17 cents per Share declared by The Trust Company Board on 9 October The Scheme Consideration together with the Special Dividend also represents a premium of 11.8% and 21.4% to the implied value of the Revised Equity Trustees Offer and IOOF Proposal respectively as at 14 October 2013, the last practicable trading day before the date of this Scheme Booklet. Shareholders should note that the Cash Consideration (if they elect to receive Cash Consideration) will be calculated based on the trading price of Perpetual Shares for a defined period leading up to the Scheme Meeting. See Entitlements under the Scheme in the Frequently Asked Questions section of this Scheme Booklet for more details. 3 Shareholders have the choice of electing to receive 0%, 20%, 40%, 60%, 80% or 100% of the Scheme Consideration in the form of Cash Consideration (the remainder being received in the form of Share Consideration). See section 2.2(i) for further information. 4 As explained in section 2.2(c), the Cash Consideration is a capped amount and you may therefore be subject to scale back and receive some New Perpetual Shares even if you elect 100% Cash Consideration. THE TRUST COMPANY LIMITED Scheme Booklet 10

15 How to Participate in the Scheme Scheme Consideration and Special Dividend If the Scheme is implemented, for each Share in The Trust Company held, Scheme Participants will receive: a. Scheme Consideration: Perpetual Shares for each Share, which can be received as: Perpetual Shares (Share Consideration); The cash equivalent of the Share Consideration, subject to an agreed aggregate cap (as outlined below), with a floor price of $6.29 per Share (Cash Consideration); or A mix of the above; and b. Special Dividend: a 22 cent special dividend (expected to be fully franked) paid by The Trust Company. Irrespective of whether the Scheme proceeds, Shareholders will receive the FY14 Interim Dividend of 17 cents per Share (fully franked) as declared by The Trust Company Board on 9 October How to Vote The Scheme Meeting at which Shareholders will vote on whether to approve the Scheme will be held at Level 15, 20 Bond Street, Sydney NSW 2000 at 10.00am on 28 November Your personalised blue proxy form for the Scheme Meeting accompanies this Scheme Booklet. Information setting out how you may vote by proxy is contained in the Notice of Meeting. Proxy forms may be lodged as follows: Post: Computershare Investor Services Pty Limited GPO Box 1282 Melbourne VIC 3001 Australia Delivery: Computershare Investor Services Pty Limited Level 4, 60 Carrington Street Sydney NSW 2000 Australia Fax: Within Australia Outside Australia Proxy forms, together with any power of attorney or authority under which the proxy form is signed, must be received no later than 10.00am on 26 November 2013 (48 hours prior to commencement of the Scheme Meeting). Proxy forms received after this time will be invalid. For further information regarding voting by proxy and other methods by which you may vote at the Scheme Meeting (including if you hold Restricted Shares), please see the Voting section of the Frequently Asked Questions section of this Scheme Booklet. 11 THE TRUST COMPANY LIMITED Scheme Booklet

16 How to Elect your Scheme Consideration Scheme Participants may elect to receive their Scheme Consideration in the following combinations: 100% Share Consideration only; 20% Cash Consideration and 80% Share Consideration; 40% Cash Consideration and 60% Share Consideration; 60% Cash Consideration and 40% Share Consideration; 80% Cash Consideration and 20% Share Consideration; or 100% Cash Consideration only. You can elect the form of Scheme Consideration that you would prefer to receive by completing the enclosed Election Form and returning it to one of the addresses stated in the How to Vote section above in accordance with the instructions on the Election Form so that it is received by The Trust Company Registry prior to 7.00pm on the Election Date, 10 December Scheme Participants who elect to receive all or part of their Scheme Consideration as Cash Consideration will receive at least $6.29 per Share, or a greater amount determined in accordance with the Perpetual VWAP subject to an aggregate cap amount of $110 million to be paid by Perpetual. Shareholders electing to receive Cash Consideration will have their entitlements to Cash Consideration scaled back proportionately to the extent that this cap would otherwise be exceeded. To the extent that a Shareholder s Cash Consideration is scaled back, the Shareholder will receive at least $6.29 per Share in New Perpetual Shares, based on the Perpetual VWAP (for the avoidance of doubt, the value that the Shareholder ultimately receives per Share on the Implementation Date may be more or less than $6.29 depending on the trading price of Perpetual Shares on the Implementation Date relative to its trading price over the Perpetual VWAP Period (i.e. the 10 Business Days before the date of the Scheme Meeting)). You can also make an Election if you currently hold Unvested Performance Rights or Restricted Shares. This is discussed further in the Entitlements under the Scheme section of the Frequently Asked Questions and in sections 2.2 and 2.3 of this Scheme Booklet. If no Election is made, or an Election is invalid, or it is received after the Election Date, a Shareholder will be deemed to have validly elected to receive 100% of their Scheme Consideration as Share Consideration. See section 2.2 for further information on Election of Scheme Consideration. THE TRUST COMPANY LIMITED Scheme Booklet 12

17 Frequently Asked Questions This Scheme Booklet contains detailed information regarding the Scheme. This section provides summary answers to some questions that Shareholders may have in relation to the Scheme and will assist you to locate further detailed information in this Scheme Booklet. QUESTION ANSWER Background What is the Scheme? Who is Perpetual? On 7 May 2013, The Trust Company and Perpetual announced that they had entered into a Scheme Implementation Agreement under which Perpetual will acquire all of the Shares in The Trust Company and, as a result, The Trust Company will become a wholly owned subsidiary of Perpetual. On 9 September 2013, the parties announced that they had amended the Scheme Implementation Agreement to reflect the Revised Perpetual Proposal. The acquisition will be implemented by way of a scheme of arrangement under which Shareholders can elect to receive the Scheme Consideration in New Perpetual Shares, cash (Cash Consideration is subject to potential scale back) or a mixture of New Perpetual Shares and cash. Shareholders who elect to receive some of their Scheme Consideration as Cash Consideration will receive at least $6.29 per Share or a greater amount if the Perpetual VWAP is higher than $ If the Scheme is approved and implemented, all Scheme Shares will be transferred to Perpetual. Section 2 contains a summary of the Scheme (including the conditions to which the Scheme is subject) and its effect. Perpetual is an ASX-listed investment, financial advice and trustee group offering a range of managed investment, wealth management, superannuation and trustee services for individuals and institutional investors. Perpetual is included in the S&P/ASX 100 Index. The company was founded in 1886 and has a longstanding reputation as one of the most trusted providers of financial services in Australia. Recommendations What does The Trust Company Board recommend? How do The Trust Company Directors intend to vote? The Trust Company Board considers that the Scheme is in the best interests of Shareholders and unanimously recommends that Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal. The reasons as to why The Trust Company Directors unanimously recommend the Scheme are set out in section 1.1 of this Scheme Booklet. Each of The Trust Company Directors intends to vote the voting rights attached to all Shares over which he or she has control in favour of the Scheme, in the absence of a Superior Proposal. 13 THE TRUST COMPANY LIMITED Scheme Booklet

18 QUESTION ANSWER Recommendations cont. What is the opinion of the Independent Expert? The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of Shareholders, in the absence of a Superior Proposal. The complete Independent Expert s Report is set out in Annexure A. You are encouraged to read it. Entitlements under the Scheme What will I receive if the Scheme is approved and implemented? If the Scheme is implemented, for each Scheme Share, Scheme Participants will be entitled to receive, at their election, their Scheme Consideration in Share Consideration, Cash Consideration or a mixture of Share Consideration and Cash Consideration. Shareholders are able to elect to receive their Scheme Consideration in the followings combinations: 100% Share Consideration only; 20% Cash Consideration and 80% Share Consideration; 40% Cash Consideration and 60% Share Consideration; 60% Cash Consideration and 40% Share Consideration; 80% Cash Consideration and 20% Share Consideration; or 100% Cash Consideration only. If, following the Elections by the Scheme Participants, Cash Consideration payable by Perpetual exceeds $110 million, there will be a proportional scale back of the Cash Consideration. To the extent that a Scheme Participant s Cash Consideration is scaled back, the Scheme Participant will receive at least $6.29 per Share in New Perpetual Shares, based on the Perpetual VWAP (for the avoidance of doubt, the value that the Scheme Participant ultimately receives per Share on the Implementation Date may be more or less than $6.29 depending on the trading price of Perpetual Shares on the Implementation Date relative to its trading price over the Perpetual VWAP Period (i.e. the 10 Business Days before the date of the Scheme Meeting)). Shareholders whose registered address is outside Australia and its external territories or New Zealand should consider the question relating to Foreign Shareholders below. In addition to the Scheme Consideration, if the Scheme is implemented, Shareholders who are registered in the Register as a holder of Shares on the Special Dividend Record Date will be paid a Special Dividend of 22 cents per Scheme Share, expected to be fully franked, on the Implementation Date. THE TRUST COMPANY LIMITED Scheme Booklet 14

19 Frequently Asked Questions CONT. QUESTION ANSWER Entitlements under the Scheme cont. How is the Share Consideration calculated? How is the Cash Consideration calculated? Will I be entitled to the FY14 Interim Dividend? If, following my Election, I am entitled to receive a certain percentage of my Scheme Consideration as Share Consideration, will I receive that Share Consideration? If, after making an Election (or deemed Election) a Scheme Participant is entitled to receive Share Consideration, they will receive New Perpetual Shares for every Scheme Share or, if a dividend (other than the Excluded Dividend) is paid by Perpetual or the record date for a Perpetual dividend (other than the Excluded Dividend) occurs prior to the Implementation Date, an adjusted number of New Perpetual Shares reflecting the diminished value of Perpetual Shares after the dividend. All New Perpetual Shares issued as Share Consideration will be quoted on ASX and rank equally with existing Perpetual Shares. If a Scheme Participant elects to receive Cash Consideration for all or a portion of their Scheme Consideration, for every Scheme Share they will receive an amount calculated by multiplying the Perpetual VWAP by either (reflecting the offer ratio for the Share Consideration) or, if a dividend (other than the Excluded Dividend) is paid by Perpetual or the record date for a Perpetual dividend (other than the Excluded Dividend) occurs prior to the Implementation Date, by the Adjusted Number, subject in any event to the Cash Consideration for each Scheme Share being not less than $6.29. If, following the Elections by the Scheme Participants, Cash Consideration payable by Perpetual exceeds $110 million, there will be a proportional scale back of the Cash Consideration. To the extent that a Scheme Participant s Cash Consideration is scaled back, the Scheme Participant will receive at least $6.29 per Share in New Perpetual Shares, based on the Perpetual VWAP (for the avoidance of doubt, the value that the Scheme Participant ultimately receives per Share on the Implementation Date may be more or less than $6.29 depending on the trading price of Perpetual Shares on the Implementation Date relative to its trading price over the Perpetual VWAP Period (i.e. the 10 Business Days before the date of the Scheme Meeting)). On 9 October 2013, The Trust Company Board declared a fully franked FY14 interim dividend of 17 cents per Share which is payable on 5 November 2013 (FY14 Interim Dividend). You will be entitled to receive the FY14 Interim Dividend if you were noted on the Register as a Shareholder on 21 October 2013 irrespective of whether the Scheme is approved and implemented. Yes, if after your Election you are entitled to receive a certain percentage of your Scheme Consideration as Share Consideration, you will receive that Share Consideration provided that you are not a Foreign Shareholder. 15 THE TRUST COMPANY LIMITED Scheme Booklet

20 QUESTION ANSWER Entitlements under the Scheme cont. If I elect to receive a certain percentage of my Scheme Consideration as Cash Consideration, will I receive that Cash Consideration? How do I make an Election? Can I make an Election if I hold Restricted Shares or Unvested Performance Rights? What if I do not make an Election? Should I make an Election even if I intend not to vote or to vote against the Scheme? There is an aggregate cap of $110 million on the amount of Cash Consideration to be paid by Perpetual. See section 2.2(c) for further details. Shareholders who elect to receive Cash Consideration will have their entitlements to Cash Consideration scaled back proportionately to the extent that this cap would otherwise be exceeded. To the extent that a Shareholder s Cash Consideration is scaled back, the Shareholder will receive at least $6.29 per Share in New Perpetual Shares, based on the Perpetual VWAP (for the avoidance of doubt, the value that the Shareholder ultimately receives per Share on the Implementation Date may be more or less than $6.29 depending on the trading price of Perpetual Shares on the Implementation Date relative to its trading price over the Perpetual VWAP Period (i.e. the 10 Business Days before the date of the Scheme Meeting)). The Election Form enclosed with this Scheme Booklet is the form of Election under which each Shareholder elects to receive Share Consideration, Cash Consideration or a mixture of both. The Election Form sets out the Election process and must be received before 7.00pm (Sydney time) on the Election Date, 10 December 2013, by The Trust Company Registry. Yes. The Election you make will apply to any Shares that you hold as at the Record Date. Accordingly, if you are issued with Shares following the vesting of Performance Rights or your Restricted Shares are released from their trading restriction and you hold these Shares at the Record Date, any Election you make will apply in respect of those Shares. It is currently anticipated that: All Unvested Performance Rights as at the Effective Date will become vested (unless cancelled) and relevant Shares issued on the Effective Date; and All Restricted Shares will be released from their trading restriction and transferred to their beneficial holders on the Effective Date. If a valid Election is not received by 7.00pm on the Election Date you will be deemed to have validly elected to receive 100% of your Scheme Consideration as Share Consideration. If you make an invalid Election, you will be deemed to have validly elected to receive 100% of your Scheme Consideration as Share Consideration. If you intend not to vote, or to vote against the Scheme, you should nevertheless consider making an Election. If you do not make an Election and the Scheme becomes Effective, you will be taken to have elected to receive 100% of your Scheme Consideration as Share Consideration regardless of whether you voted for or against the Scheme. THE TRUST COMPANY LIMITED Scheme Booklet 16