STEPS IN IMPLEMENTINg THE SCHEME a. Scheme Implementation Agreement

on 7 may 2013, The Trust Company and Perpetual entered into the Scheme Implementation Agreement under which The Trust Company agreed to propose the Scheme. on 9 September 2013, The Trust Company and Perpetual agreed to amend the Scheme Implementation Agreement. A summary of the key terms of the Scheme Implementation Agreement is set out in section 2.4 and a copy of the Scheme Implementation Agreement is provided in Annexure C.

b. Deed Poll

on 10 october 2013, Perpetual executed the Deed Poll pursuant to which Perpetual agreed, subject to the Scheme becoming effective, to provide the Scheme Consideration to each Scheme Participant.

A copy of the Deed Poll is included in Annexure e.

c. Court hearings

on 16 october 2013, the Court ordered that The Trust Company convene the Scheme meeting to be held at Level 15, 20 Bond Street, Sydney NSW 2000 on 28 November 2013 commencing at 10.00am for the purposes of considering the Scheme. The order of the Court convening the Scheme meeting is not, and should not be treated as, an endorsement by the Court of, or any other expression of opinion by the Court on, the Scheme.

The Trust Company will apply to the Court for an order approving the Scheme if the Scheme is approved by the Requisite majority of Scheme Participants at the Scheme meeting. The Court has a discretion as to whether to grant the orders approving the Scheme, even if the Scheme is approved by the Requisite majority of Scheme Participants.

The Corporations Act and the Supreme Court (Corporations) Rules 1999 (NSW) provide a procedure for Shareholders to oppose the approval by the Court of the Scheme. If you wish to oppose the approval of the Scheme at the Second Court hearing you may do so by filing with the Court and serving on The Trust Company an interlocutory process in the prescribed form together with any affidavit on which you wish to rely at the hearing. With leave of the Court, you may also oppose the approval of the Scheme by appearing at the Second Court hearing and applying to raise any objections you may have at the hearing. The Trust Company should be notified in advance of an intention to object. The date for the Second Court hearing is currently scheduled to be 3 December 2013, though an earlier or later date may be sought. Any change to this date will be announced through ASX and notified on The Trust Company’s website (www.thetrustcompany.com.au).

d. Actions by The Trust Company and Perpetual

If the Court order approving the Scheme is obtained, the directors of each of The Trust Company and Perpetual will take or procure the taking of the steps required for the Scheme to proceed.

In particular:

• The Trust Company will lodge with ASIC copies of the Court order under section 411 of the Corporations Act, approving the Scheme and the Scheme will become effective. This is expected to occur on 4 December 2013; and

• Perpetual will appoint nominees to The Trust Company Board.

e. Suspension of trading of Shares in The Trust Company

The Scheme provides that no Shareholder shall dispose of or purport or agree to dispose of any Shares or any interest in Shares after Close of Trading. Any dealings in Shares after Close of Trading will not be recognised.

f. New Perpetual Shares to trade on deferred settlement basis

Perpetual will seek confirmation from ASX that, as from the Business Day after the effective Date (or such later date as ASX requires), expected to be 5 December 2013, the New Perpetual Shares issued as Scheme Consideration will be listed for quotation on the official list of ASX, initially on a deferred settlement basis and, with effect from the Business Day after the Implementation Date (or such later date as ASX requires), on an ordinary settlement basis. Shareholders who sell New Perpetual Shares before they receive their holding statements or confirm their holdings of New Perpetual Shares do so at their own risk. Neither The Trust Company nor Perpetual takes any responsibility for such trading.

g. Election Date

The last date and time for lodging an election Form as described in section 2.2(b) is 7.00pm on 10 December 2013.

fURTHER dETAiLS

CONCERNiNg THE SCHEME CoNT.

2

h. Determination of who is entitled to the Special Dividend

For the purpose of calculating entitlements to the Special Dividend, any dealings in Shares will only be recognised if such dealings are effected on or before the Close of Trading, and registrable transmission applications or transfers in respect of those dealings are received on or before, the Special Dividend Record Date, 7.00pm on 11 December 2013, at the place where the Register for those Shares is kept.

i. Determination of who is entitled to the Scheme Consideration

For the purpose of calculating entitlements under the Scheme, any dealings in Shares will only be recognised if such dealings are effected on or before the Close of Trading on, and registrable transmission applications or transfers in respect of those dealings are received on or before, the Record Date, 7.00pm on 13 December 2013, at the place where the Register for those Shares is kept.

For the purpose of determining entitlements to Scheme Consideration, The Trust Company will, until payment of such Scheme Consideration has been made, maintain the Register upon the basis that Shares have not been transferred and otherwise in accordance with the foregoing provisions of this section and the Register in this form will solely determine entitlements to Scheme Consideration.

j. Payment of Special Dividend

If the Scheme becomes effective, the Special Dividend will be paid by The Trust Company to Shareholders on the Implementation Date, 18 December 2013.

The Special Dividend will be paid by making a deposit into the nominated bank account of Shareholders recorded with The Trust Company Registry as at the Special Dividend Record Date. This will be a separate payment from the payment of Cash Consideration (if applicable). If a Shareholder has not previously notified The Trust Company Registry of their nominated bank account, they should visit the self-service site (www.investorcentre.com) and complete their own entry or contact The Trust Company Registry on 1300 850 505 prior to the Special Dividend Record Date. If a Shareholder does not have a nominated bank account with The Trust Company Registry as at the Special Dividend Record Date, they will be sent a cheque for the Special Dividend. If any Shareholder’s whereabouts is unknown as at the Special Dividend Record Date, the Special Dividend will be paid into a separate bank account and held until claimed or applied under laws dealing with unclaimed moneys.

k. Payment of Scheme Consideration If the Scheme becomes effective:

• No later than two Business Days before the Implementation Date, Perpetual Sub will deposit the aggregate amount of the Cash Consideration payable to all Scheme Participants in Immediately Available Funds in a trust account operated by The Trust Company to be held on trust for the purpose of paying the Scheme Consideration to the Scheme Participants;

• On the Implementation Date, the Cash Consideration will be paid by making a deposit into the nominated bank account of the relevant Scheme Participant recorded with The Trust Company Registry as at the Record Date. If a Scheme Participant has not previously notified The Trust Company Registry of their nominated bank account, they should visit the self-service site (www.investorcentre.com) and complete their own entry or contact The Trust Company Registry on 1300 850 505 prior to the Record Date. If a Scheme Participant does not have a nominated bank account with The Trust Company Registry as at the Record Date, they will be sent a cheque for the Cash Consideration. If any Scheme Participant’s whereabouts is unknown as at the Record Date, the Cash Consideration will be paid into a separate bank account and held until claimed or applied under laws dealing with unclaimed moneys;

• On the Implementation Date, The Trust Company will deliver to Perpetual Sub a duly completed and executed master share transfer form signed on behalf of each Scheme Participant by The Trust Company to transfer all of the Scheme Shares to Perpetual Sub;

• On the Implementation Date, Perpetual will:

– enter the name of each Scheme Participant in the Perpetual share register in respect of the New Perpetual Shares which that Scheme Participant is entitled to receive under the Scheme; and – Send or procure the dispatch by pre-paid ordinary post (or, if the address of the Scheme

Participant in the Register is outside Australia, by pre-paid airmail post) to each Scheme Participant to their address recorded in the Register at 7.00pm on the Record Date, a holding statement for the New Perpetual Shares issued to that Scheme Participant in accordance with the Scheme;

• Scheme Consideration will be paid to Foreign Shareholders in accordance with section 2.5(o); and • Subject to provision of the Scheme Consideration by Perpetual as described above, the legal

transfer of all of the Shares to Perpetual Sub will be completed and The Trust Company will enter the name of Perpetual Sub in the Register in respect of the Scheme Shares.

If the Scheme becomes effective, Scheme Participants will be deemed to have warranted that their Scheme Shares are fully paid and free from all encumbrances and that they have full power and capacity to transfer those Shares.

l. Scheme Participants with an existing holding of Perpetual Shares in a CHESS holding

If a Scheme Participant is an existing holder of both Shares in The Trust Company and Perpetual Shares under the same CheSS holder Identification Number (hIN), the standing instructions recorded on that hIN in the share register for their existing Perpetual Shares will, to the maximum extent permitted by law, apply to their New Perpetual Shares (except to the extent that Perpetual determines otherwise).

m. Scheme Participants with an existing holding of Perpetual Shares in an issuer sponsored holding and Scheme Participants who do not own Perpetual Shares

For Scheme Participants who are existing holders of Perpetual Shares in an issuer sponsored holding or who are not already a holder of Perpetual Shares, the compatible standing instructions which currently apply to Scheme Participants’ Shares in The Trust Company will, to the maximum extent permitted by law, from the Scheme Record Date be deemed to be new standing instructions to, and accepted by, Perpetual in respect of New Perpetual Shares issued to those shareholders (except to the extent that Perpetual determines otherwise). This will include compatible instructions relating to payment of dividends and written and electronic communications from The Trust Company. You can revoke or amend those instructions by notifying the Perpetual Registry in writing.

n. Instructions relating to tax file numbers

In all cases, your tax file number or tax file number exemption disclosures for The Trust Company are not applicable to your holding for New Perpetual Shares and will not be transferred to the Perpetual Registry.

Accordingly, your instructions relating to tax file numbers and tax file number exemption disclosures will need to be given to the Perpetual Registry after New Perpetual Shares have been issued to you. The Perpetual Registry will contact you for these instructions shortly after your New Perpetual Shares have been issued.

fURTHER dETAiLS

CONCERNiNg THE SCHEME CoNT.

2

o. Foreign Shareholders

Subject to the provisions of the Scheme, Perpetual’s obligation to provide New Perpetual Shares to a Scheme Participant who is a Foreign Shareholder will be satisfied by Perpetual issuing the New Perpetual Shares to which the Scheme Participant would have been entitled (were they not a Foreign Shareholder) to the Nominee, and procuring that the Nominee:

i. As soon as reasonably practicable after the effective Date, in consultation with Perpetual, sells or procures the sale (including on an aggregated or partially aggregated basis), in the ordinary course of trading on ASX, of all the New Perpetual Shares issued to the Nominee and remits to Perpetual the proceeds of sale (after deduction of any applicable brokerage, stamp duty and other costs, taxes and charges) (the Proceeds); and

ii. Pays, or procures the payment, to each Foreign Shareholder the amount calculated in accordance with the following formula and rounded down to the nearest cent:

A = (B ÷ C) x D where

A is the amount to be paid to the Foreign Shareholder;

B is the number of New Perpetual Shares attributable to, and that would otherwise have been issued to, that Foreign Shareholder had they not been a Foreign Shareholder and which are instead issued to the Nominee;

C is the total number of New Perpetual Shares attributable to, and which would otherwise have been issued to, all Foreign Shareholders collectively and which are instead issued to the Nominee; and

D is the Proceeds (as defined in section 2.5(o)(i))

Payments to a Foreign Shareholder under the Scheme will be in full satisfaction of the Foreign Shareholder’s right to receive New Perpetual Shares under the Scheme.

The Proceeds relevant to each Foreign Shareholder will be paid by making a deposit into the nominated bank account recorded with The Trust Company Registry for that Foreign Shareholder as at the Record Date. Foreign Shareholders who have not previously notified The Trust Company Registry of their nominated bank account should visit the self-service site (www-au.computershare.com/investor) and complete their own entry or contact The Trust Company Registry on 1300 850 505 prior to the Record Date. If a Foreign Shareholder does not have a nominated bank account with The Trust Company Registry as at the Record Date, they will be sent a cheque for the proceeds. If any Foreign Shareholder's whereabouts are unknown as at the Record Date, the relevant Proceeds will be paid into a separate bank account and held until claimed or applied under laws dealing with unclaimed moneys.

The Nominee has been selected by Perpetual and is Goldman Sachs Australia Pty Ltd (ABN 21 006 797 897). The Nominee is not giving, and is not obliged to give, any advice to Foreign Shareholders and, by agreeing to act or acting as Foreign Shareholder sales facility nominee, has not given any advice or recommendation to make an election. By electing to receive all or part of their Scheme Consideration as Share Consideration, Foreign Shareholders acknowledge, consent to, and agree that:

• The Nominee and its affiliates are full service financial institutions engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services;

• The Nominee and its affiliates have provided, and may in the future provide, financial advisory, financing services and other services to Perpetual, its affiliates and to persons and entities with relationships with Perpetual and its affiliates, for which they received or will receive customary fees and expenses;

• The Nominee and/or its affiliates is acting as financial adviser to Perpetual in relation to the Scheme. The Nominee and/or its affiliates may receive fees, expenses and other compensation in connection with this role;

• In the ordinary course of their various business activities, the Nominee and its affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of Perpetual, and/or persons and entities with relationships with Perpetual, its affiliates (including, without limitation, their respective shareholders and other stakeholders). The Nominee and its affiliates may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. These activities may impact the price at which shares may be sold under the arrangement set out in section 2.5(o)(i);

• The sale facility described in section 2.5(o)(i) is being arranged by Perpetual and not the Nominee;

• The Nominee is not providing a ‘designated service’ (as that term is defined in the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cwlth)) for the purposes of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cwlth) in connection with any sale facility described in section 2.5(o)(i); and

• In providing services to Perpetual in connection with the sale facility described in section 2.5(o)(i), the Nominee is acting as an execution only broker; and:

(A) Perpetual has not appointed or engaged the Nominee as agent or sub agent of the Foreign Shareholders or to assume or perform any duties or obligations (fiduciary or otherwise) in respect of the Foreign Shareholders in connection with the sale facility described in section 2.5(o)(i) or the transaction contemplated by it; and

(B) Subject to any applicable law, the Nominee is not, and is not to be taken to be providing any services on behalf of, for or to any Foreign Shareholders, to be acting as an agent or sub-agent of, or in respect of, any Foreign Shareholders or assuming or accepting any duty (fiduciary or otherwise) or responsibility to any Foreign Shareholders in connection with the sale facility described in section 2.5(o)(i) or the transactions contemplated by it.