Perpetual : Share Purchase Plan

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

ASX Announcement

4 August 2020

Perpetual Share Purchase Plan

Perpetual Limited ABN 86 000 431 827

Angel Place,

Level 18, 123 Pitt Street

Sydney NSW 2000

Australia

Phone [phone] www.perpetual.com.au

The Share Purchase Plan (SPP) announced by Perpetual Limited (Perpetual) on Monday, 27 July 2020 opens today. Eligible Shareholders now have the opportunity to apply for up to A$30,000 of new fully paid ordinary shares in Perpetual (SPP Shares) without incurring brokerage or other transaction costs.

The SPP follows Perpetual's successful placement announced on Monday, 27 July 2020, which raised approximately A$225 million (Placement). The SPP aims to raise up to A$40 million and is not underwritten. While this amount reflects Perpetual's current assessment of the estimated size of the SPP which would provide a fair opportunity for non-institutional investors to participate, Perpetual may increase or decrease this amount in its discretion having regard to matters including the level of applications under the SPP. Any scaleback to the SPP will be pro rata to existing shareholdings.

Perpetual shareholders are eligible to participate in the SPP if they were a registered holder of Perpetual ordinary shares at 7:00pm (Sydney AEST time) on Friday, 24 July 2020, with an address on the Perpetual share register in Australia or New Zealand (Eligible Shareholders). Shareholders in the United States, or who or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP.

SPP Shares are being offered at the issue price of the lower of:

• A$30.30 per SPP Share, being the price paid by institutional investors under the Placement; and
• a 2% discount to the volume weighted average price of Perpetual shares traded on ASX during the five trading days up to, and including the SPP Closing Date (being Wednesday, 26 August 2020).

Participation in the SPP is voluntary. Once issued, SPP Shares will rank equally with existing Perpetual shares and have the same voting rights, dividend rights and other entitlements as existing shares. SPP Shares will be eligible to receive the FY 2020 final dividend.

The SPP is expected to close at 5:00pm (Sydney AEST time) on Wednesday, 26 August 2020. SPP Shares are expected to be issued on Friday, 4 September 2020 and to commence trading on ASX on Monday, 7 September 2020.

Retail Investor Enquiries

For further information about the SPP, Eligible Shareholders can visit the SPP offer website at https://events.miraqle.com/ppt-offeror contact the Registry from 8:30am to 5:30pm (Sydney AEST time) Monday to Friday on 1300 732 806 (callers within Australia) or [phone] (callers outside Australia).

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Key Dates

	Event		Date
	Record Date for SPP		7:00pm (Sydney AEST time), Friday 24 July
	2020
	SPP Offer Opens and SPP Offer Booklet Dispatched		Tuesday, 4 August 2020
	Release of FY20 Financial Year results		Thursday, 20 August 2020
	Shareholder update		12.30pm (Sydney AEST time) Friday, 21 August
	2020
	SPP Offer closes		5:00pm (Sydney AEST time), Wednesday, 26
		August 2020
	Announcement of results of SPP		Monday, 31 August 2020
	Issue of SPP Shares and Record Date for FY20 Final		Friday, 4 September 2020
	Dividend
	SPP Shares commence trading on ASX		Monday, 7 September 2020
	Holding statements for SPP Shares dispatched		Tuesday, 8 September 2020

This timetable is indicative only and subject to change. Perpetual reserves the right to alter the dates above at its discretion, subject to the ASX Listing Rules and Corporations Act.

Additional Details

Further details of the Placement and the SPP Offer are set out in the ASX announcement and Investor Presentation provided to ASX on Monday, 27 July 2020 (Investor Presentation). The Investor Presentation contains important information including key risks with respect to the SPP Offer.

Perpetual will release the FY20 financial results on 20 August 2020. Further information, including how to register for the webcast, can be found on the Perpetual shareholder centre - FY20 results webcast.

Perpetual shareholders are also invited to a shareholder update on Friday 21 August 2020 at 12.30pm (Sydney AEST time) where they will be able to hear more about Perpetual's recently announced acquisition of US based asset manager Barrow, Hanley, Mewhinny & Strauss, LLC and about the SPP. Perpetual shareholders can register their attendance at the Perpetual shareholder centre - shareholder update.

For further information, please contact:
Investors and analysts	Media (via Domestique)
Catherine Buckmaster	Jim Kelly
Senior Manager	[phone] / [e-mail]
Investor Relations & Corporate Finance
Tel: [phone]	Jon Snowball
[e-mail]	[phone] / [e-mail]

Sylvie Dimarco

Company Secretary

(Authorising Officer)

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About Perpetual

Perpetual is a financial services group operating in funds management, financial advisory and trustee services. Our origin as a trustee company, coupled with our strong track record of investment performance, has created our reputation as one of the strongest brands in financial services in Australia.

Important Notice

This announcement is not for distribution or release in the United States.

This announcement is not financial product advice and has not taken into account your objectives, financial situation or needs. This announcement has been prepared for release in Australia. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any jurisdiction in which such an offer would be illegal. The SPP Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person that is acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).

This announcement contains certain "forward-looking statements". The words "expect", "anticipate", "estimate", "intend", "believe", "guidance", "should", "could", "may", "will", "predict", "plan" and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties and other factors that are beyond the control of Perpetual, its directors and management.

These forward-looking statements should not be relied upon as a representation or warranty, express or implied, as to future matters or an indication or guarantee of future performance. Prospective financial information has been based on current expectations about future events and is, however, subject to risks, uncertainties, contingencies and assumptions that could cause actual results to differ materially from the expectations described in such prospective financial information. Readers are strongly cautioned not to place undue reliance on forward-lookingstatements, including in respect of the Company's FY20 results, 4Q20 market conditions and FY21 outlook, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused in relation to the Company and otherwise by the COVID-19pandemic. The forward-looking statements are based on information available to Perpetual as at the date of this announcement. None of Perpetual, its representatives or advisers undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date of this review, subject to disclosure obligations under the applicable law or any relevant listing rules of the ASX.

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Perpetual Limited

Share Purchase Plan Booklet

This is an important document and requires your immediate attention. You should read this Booklet in full.

Eligible Shareholders have the opportunity to participate in the Share Purchase Plan (SPP) offer by applying for up to $30,000 of new Shares without incurring brokerage or other transaction costs. Details of the SPP Offer and how to participate are set out in this Booklet.

Applications for new Shares under the SPP must be received by 5.00pm (Sydney AEST) time) on Wednesday, 26 August 2020.

This Booklet is dated Tuesday, 4 August 2020.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Table of contents

1	Letter to Shareholders	1
2	Summary of important dates	3
3	Summary of SPP	4
4	SPP Terms and Conditions	8
	4.1	Offer ..........................................................................................................................	8
	4.2	Eligible Shareholders ..............................................................................................	9
	4.3	Joint holders and Custodians and nominees.......................................................	9
	4.4	Applications for SPP Shares ..................................................................................	9
	4.5	Issue Price ..............................................................................................................	11
	4.6	Number of SPP Shares to be issued....................................................................	11
	4.7	Issue of SPP Shares ..............................................................................................	12
	4.8	Shareholders outside Australia and New Zealand.............................................	12
	4.9	Acknowledgements ...............................................................................................	12
	4.10	Scale back ..............................................................................................................	14
	4.11	Dispute resolution .................................................................................................	15
	4.12	Variation and termination .....................................................................................	15
	4.13	Privacy policy.........................................................................................................	15
	4.14	Underwriting...........................................................................................................	16
	4.15	Governing law ........................................................................................................	16
5	Glossary	17

Important information

This document is intended for use only in connection with the SPP Offer to Eligible Shareholders in Australia or New Zealand. No action has been taken to permit an offering of Shares in any jurisdiction outside of Australia and New Zealand. The distribution of this document may be restricted by law and persons (including Custodians and nominees) who come into possession of this document should observe any such restrictions.

This document may not be distributed or released in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States or in any jurisdiction in which such an offer would be illegal. The Shares to be offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).

1 Letter to Shareholders

Dear Shareholder

On behalf of the directors of Perpetual Limited (Perpetual), I am pleased to offer you the opportunity to participate in the Perpetual Share Purchase Plan (SPP), which allows each Eligible Shareholder to subscribe for up to $30,000 of new Shares (SPP Shares) without incurring brokerage or other transaction costs.

The SPP aims to raise up to $40 million and is not underwritten. Perpetual may decide to accept applications (in whole or in part) that result in the SPP raising more or less than $40 million, in its absolute discretion. Should any scale back be necessary, any scale back arrangements will be made on a pro rata basis to existing shareholdings. The SPP follows Perpetual's successful placement announced on Monday, 27 July 2020, which raised approximately $225 million (Placement).

SPP Shares are being offered at the issue price of the lower of:

• $30.30 per SPP Share, being the price paid by institutional investors under the Placement; and
• a 2% discount to the volume weighted average price (VWAP) of Perpetual Shares traded on ASX during the five trading days up to, and including, the SPP Closing Date (being Wednesday, 26 August 2020).

The SPP, together with the completed Placement, will allow Perpetual to fund the acquisition of a 75% stake in Barrow, Hanley, Mewhinney & Strauss LLC, a US-based asset manager and to provide financial flexibility in the context of COVID-19 to execute on a range of strategic organic and inorganic opportunities.

Further details about the Placement are included in Perpetual's ASX announcement and investor presentation released on Monday, 27 July 2020, which we encourage you to read (available at https://www.asx.com.au/asx/share-price-research/company/PPT).

Participation in the SPP

Participation in the SPP is voluntary and open to all Eligible Shareholders, being holders of Shares in Perpetual at 7.00pm (Sydney AEST time) on Friday, 24 July 2020 (SPP Record Date) whose address on the Register is in Australia or New Zealand. The SPP is also being extended to Eligible Shareholders who are Custodians or nominees to participate in the SPP on behalf of certain Eligible Beneficiaries on the terms and conditions set out in this booklet (Booklet). Shareholders in the United States are not eligible to participate in the SPP. Similarly, Shareholders (including Custodians and nominees) who hold Shares on behalf of persons in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons.

Once issued, SPP Shares will rank equally with existing Shares and have the same voting rights, dividend rights and other entitlements as existing Shares. SPP Shares will be eligible to receive the Financial Year 2020 Final dividend.

The terms and conditions of the SPP are provided in this Booklet. We urge you to read these materials in their entirety and seek your own financial and taxation advice in relation to the SPP, before you decide whether to participate.

How to apply for SPP Shares

The SPP opens on Tuesday, 4 August 2020 and is expected to close at 5.00pm (Sydney AEST time) on Wednesday, 26 August 2020. SPP Shares are expected to be issued on Friday, 4 September 2020 and to commence trading on ASX on Monday, 7 September 2020.

Page | 1

To apply for SPP Shares, you must, by 5.00pm (Sydney AEST time) on Wednesday, 26 August 2020, either:

• make a payment directly via BPAY®, which is recommended by the Registry in light of delays to postal services caused by the COVID-19 pandemic, as you do not need to return the Application Form if you choose this option; or
• complete and return the personalised Application Form, together with payment via cheque.

Questions and further information

This Booklet contains important information about the SPP to assist you in deciding whether to participate in the SPP. You should read this Booklet carefully and in its entirety before deciding whether to apply, together with the 'Key Risks' section of Perpetual's investor presentation released to the ASX on Monday, 27 July 2020.

A copy of this Booklet along with information about how to apply under the SPP is available at https://events.miraqle.com/ppt-offer. You will need to provide your Shareholder Reference Number or Holder Identification Number and follow the instructions provided.

If you have any questions in relation to how to participate in the SPP, please contact the Registry from 8:30am to 5:30pm (Sydney AEST time) Monday to Friday on 1300 732 806 (callers within Australia) or [phone] (callers outside Australia). If you have any questions in relation to whether an investment in Perpetual through the SPP is appropriate for you, please contact your stockbroker, solicitor, accountant or other professional adviser.

Thank you for your continued support of Perpetual.

Yours sincerely

Tony D'Aloisio AM

Chairman

Page | 2

2	Summary of important dates
	Event		Date
	SPP Record Date (the date that eligibility to participate in the		7.00pm (Sydney AEST time),
	SPP was determined)		Friday, 24 July 2020
	Opening Date for applications		Tuesday, 4 August 2020
	Release of FY20 Financial Year results1		Thursday, 20 August 2020
	Closing Date for applications		5.00pm (Sydney AEST time),
			Wednesday, 26 August 2020
	Results of SPP announced		Monday, 31 August 2020
	Issue of SPP Shares		Friday, 4 September 2020
	Record date for FY20 Final dividend
	SPP Shares commence trading on ASX		Monday, 7 September 2020
	Dispatch of holding statements		Tuesday, 8 September 2020
	This timetable is indicative only and subject to change. Perpetual reserves the right to alter the
	dates above at its discretion, subject to the ASX Listing Rules and Corporations Act. All references
	to times in this Booklet are to Sydney AEST time.

1 Further information on the FY20 Financial results can be found on the shareholder centre: https://www.perpetual.com.au/about/shareholders.

Page | 3

3 Summary of SPP

You should read this section in conjunction with the Terms and Conditions of the SPP set out in section 4 of this Booklet.

Key SPP details	Summary
SPP Offer	Each Eligible Shareholder of Perpetual may subscribe for up to $30,000
	of SPP Shares without brokerage or other transaction costs.
Purpose of the SPP	The SPP, together with the Placement, is being undertaken to allow
	Perpetual to fund the acquisition of a 75% stake in Barrow, Hanley,
	Mewhinney & Strauss LLC, a US-based asset manager and to provide
	financial flexibility in the context of COVID-19 to execute on a range of
	strategic organic and inorganic opportunities.
Voluntary participation	Participation in the SPP is entirely voluntary.
	Before you decide whether to participate in the SPP, Perpetual
	recommends you seek independent financial advice from your
	stockbroker, solicitor, accountant or other professional adviser.
	If you do not wish to participate in the SPP, you do not need to take any
	action.

Issue Price of the SPP Shares

The Issue Price of the SPP Shares is the lower of:

• $30.30 per SPP Share, being the price paid by institutional investors under the Placement; and
• a 2% discount to the volume weighted average price (VWAP) of Perpetual Shares traded on ASX during the five trading days up to, and including, the Closing Date (being Wednesday, 26 August 2020), rounded to the nearest cent.

There is a risk that the market price of Shares may rise or fall between the date of this Booklet and the time of issue of SPP Shares under the SPP. This means that the price you pay for the SPP Shares issued to you may be less than or more than the market price of Shares at the date of this Booklet or the time of issue.

Your application is unconditional, irrevocable and cannot be withdrawn under any circumstances, even if the market price of Shares changes after you lodge your application.

Eligible Shareholders Eligible Shareholders, being holders of Shares in Perpetual at 7.00pm (Sydney AEST time) on Friday, 24 July 2020 whose address on the Register is in Australia or New Zealand, are eligible to participate in the SPP.

The SPP is also being extended to Eligible Shareholders who are

Custodians or nominees to participate in the SPP on behalf of Eligible

Beneficiaries on the terms and conditions provided in this Booklet.

Notwithstanding the foregoing, Shareholders in the United States are

page 4

Key SPP details	Summary
	not eligible to participate in the SPP. Similarly, Shareholders who hold
	Shares on behalf of persons in the United States or are acting for the
	account or benefit of persons in the United States, are not eligible to
	participate in the SPP on behalf of those persons.
Not transferable	The SPP Offer cannot be transferred.
Investment amount	Eligible Shareholders may apply for SPP Shares in parcels valued at
	$1,000, $2,500, $5,000, $7,500, $10,000, $12,500, $15,000, $20,000,
	$25,000 or $30,000.
	The number of SPP Shares issued to an applicant will be rounded up to
	the nearest whole number after dividing the application monies by the
	Issue Price, subject to any scale back applied in accordance with this
	Booklet.
	Where Perpetual decides to apply scale back, any scale back
	arrangements will be made on a pro rata basis to existing
	shareholdings. If this happens you may be issued SPP Shares to a
	value that is less than the value of SPP Shares you applied for.
	The balance of any application money that is not applied to acquire
	SPP Shares (as a result of rounding or scale back) will be refunded to
	you without interest unless the amount is less than $15, in which case it
	will be donated to a charity or charities nominated by Perpetual.
How to apply	If you wish to participate in the SPP, you need to do one of the
	following:
	Option 1: Apply via BPAY
	This is the fastest and easiest way to apply and is recommended by the
	Registry in light of delays to postal services caused by the COVID-19
	pandemic.
	To apply via BPAY you will need to:
	• use the personalised reference number that is required to identify
	your shareholding, as shown on your personalised Application Form
	which accompanies this Booklet or which can be accessed at
	https://events.miraqle.com/ppt-offer;
	• be an account holder with an Australian branch of a financial
	institution that supports BPAY transactions; and
	• ensure that your payment for the appropriate amount is received by
	the Registry before 5.00pm (Sydney AEST time) on Wednesday, 26
	August 2020. Financial institutions may implement earlier cut-off
	times with regard to electronic payment, and you should therefore
	take this into consideration when making payment.
	If you are paying via BPAY, you do not need to return the Application
	Form but you will be taken to have made the statements and
	certifications that are set out in the Application Form.
	Option 2: Pay by cheque and apply using your personalised
	Application Form
	Please complete the personalised Application Form, which

page 5

Key SPP details	Summary
	accompanies this Booklet or can be downloaded at
	https://events.miraqle.com/ppt-offer, and return it with your cheque
	made payable to "Perpetual Limited SPP", drawn on an Australian
	branch of a financial institution and crossed "Not Negotiable" to:
	Mailing address:
	Perpetual Limited
	C/- Link Market Services Limited
	GPO Box 3560
	Sydney NSW 2001
	Your completed Application Form and cheque for the appropriate
	amount must be received by the Registry prior to the close of the SPP
	Offer at 5.00pm (Sydney AEST time) on Wednesday, 26 August 2020.
	Please ensure you factor in delays to postal services caused by the
	COVID-19 pandemic if you choose this option.
	To access the SPP website at https://events.miraqle.com/ppt-offer, you
	will need provide your Shareholder Reference Number or Holder
	Identification Number and follow the instructions provided.

Rights attached to SPP SPP Shares will rank equally with all other Shares on issue and have

Shares	the same voting rights, dividend rights and other entitlements as
	existing Shares.
	SPP Shares will be eligible to receive the Financial Year 2020 Final
	dividend.
Custodians and	The SPP is being extended to Eligible Shareholders who are
nominees	Custodians or nominees and who wish to apply for SPP Shares on
	behalf of certain Eligible Beneficiaries.
	The SPP is being offered to Custodians and nominees as the registered
	Shareholder. Custodians and nominees are not required to participate
	on behalf of their Eligible Beneficiaries. Custodians and nominees may
	choose whether or not to extend the SPP to their Eligible Beneficiaries.
	Notwithstanding the foregoing, Custodians and nominees may not
	participate in the SPP on behalf of, and may not distribute this Booklet
	or any documents relating to this SPP to, any person in the United
	States. In the event that a Custodian or nominee is acting for the
	account or benefit of a person in the United States, it is not permitted to
	participate in respect of that person.
	If you wish to apply as a Custodian or nominee under the SPP to
	receive SPP Shares for one or more Eligible Beneficiaries, you must
	complete and submit an additional 'Custodian Certificate' that
	contains further certifications and details (as required under the terms
	of ASIC Corporations (Share and Interest Purchase Plans) Instrument
	2019/547) before your application will be accepted. Applications by
	Custodians or nominees that are not accompanied by a duly completed
	Custodian Certificate will be rejected. By applying as a Custodian on
	behalf of Eligible Beneficiaries to purchase SPP Shares, you certify
	(amongst other things) that each Eligible Beneficiary has not exceeded
	the $30,000 limit.
	To request a Custodian Certificate or for further information about the
	custodian application process, please contact the Registry from 8:30am
	to 5:30pm (Sydney AEST time) Monday to Friday on 1300 732 806

page 6

Key SPP details	Summary
	(callers within Australia) or [phone] (callers outside
	Australia).
	A Custodian will be ineligible to participate in the SPP if their
	participation would be in breach of ASIC Corporations (Share and
	Interest Purchase Plans) Instrument 2019/547.
Issue of SPP Shares	As set out in this Booklet, it is expected that the SPP Shares will be
	issued on Friday, 4 September 2020. Holding statements are expected
	to be dispatched on or around Tuesday, 8 September 2020.
Oversubscriptions	The amount that each Eligible Shareholder can apply for under the SPP
	is capped at $30,000. The SPP aims to raise up to $40 million.
	Perpetual may decide to accept applications (in whole or in part) that
	result in the SPP raising more or less than $40 million, in its absolute
	discretion. Should any scale back be necessary, any scale back
	arrangements will be made on a pro rata basis to existing
	shareholdings.
	If there is a scale back you will receive less than the parcel of SPP
	Shares for which you apply. If a scale back produces a fractional
	number of SPP Shares when applied to your parcel, the number of SPP
	Shares you will be issued will be rounded up to the nearest whole
	number of SPP Shares. If there is a scale back, the difference between
	the application monies received from you, and the number of SPP
	Shares allocated to you multiplied by the Issue Price will be refunded to
	you (without interest) unless the amount is less than $15, in which case
	it will be donated to a charity or charities nominated by Perpetual.
Refunds	Any application monies refunded by Perpetual will be paid by cheque or
	direct credit (the payment method will be determined by Perpetual in its
	absolute discretion) in Australian currency. By applying for SPP Shares,
	each Shareholder authorises Perpetual to pay any monies to be
	refunded by using the payment instructions of the Shareholder recorded
	in the Registry's records if Perpetual should elect to pay in this manner.
More information	A copy of the Booklet along with information about how to apply under
	the SPP via BPAY or cheque is available at
	https://events.miraqle.com/ppt-offer.
	If you have any questions in relation to how to participate in the SPP,
	please contact the Registry from 8:30am to 5:30pm (Sydney AEST
	time) Monday to Friday on 1300 732 806 (callers within Australia) or
	[phone] (callers outside Australia).
	If you have any questions in relation to whether an investment in
	Perpetual through the SPP is appropriate for you, please contact your
	stockbroker, solicitor, accountant or other professional adviser.

page 7

4 SPP Terms and Conditions

Important notice and disclaimer

This Booklet does not provide financial advice and has been prepared without taking account of any person's investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation or particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters.

The offer of SPP Shares under the SPP Offer is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, which grants relief from the requirement for Perpetual to provide prospectus or product disclosure statement disclosure in relation to the SPP. This Booklet does not constitute a prospectus or product disclosure statement and has not been lodged with ASIC. The issue of a prospectus or product disclosure statement is not required for the purpose of the SPP Offer. You must rely on your own knowledge of Perpetual, previous disclosure made by Perpetual to ASX and if necessary, consult with your stockbroker, solicitor, accountant or other professional adviser when deciding whether or not to participate in the SPP Offer.

If you participate in the SPP by completing and returning the Application Form or by making a payment by BPAY, you are accepting the risk that the market price of Shares may change between the SPP Record Date, the date on which you send the Application Form to the Registry or make a payment by BPAY, and the Issue Date. This means that, up to and after the Issue Date, you may be able to buy Shares on ASX at a lower price than the Issue Price.

Please read these terms and conditions carefully, as you will be bound by them in participating in the SPP. Eligible Shareholders accepting the SPP Offer will also be bound by the constitution of Perpetual.

The previous sections of this Booklet and the Application Form form part of these Terms and Conditions.

4.1 Offer

1. Perpetual offers each Eligible Shareholder the opportunity to purchase up to $30,000 of SPP Shares under the SPP subject to and in accordance with the terms and conditions set out below, in the previous sections of this Booklet and the Application Form (SPP Offer).
2. The SPP Offer opens on Tuesday, 4 August 2020 and closes at 5.00pm (Sydney AEST time) on Wednesday, 26 August 2020 (or such other date as Perpetual determines, in its absolute discretion).
3. Participation in the SPP is voluntary. If you choose not to participate in the SPP, your right to participate lapses at the Closing Date, being 5.00pm (Sydney AEST time) on Wednesday, 26 August 2020 (or such other date as Perpetual determines, in its absolute discretion).
4. The SPP Offer is non-transferable and, therefore, Eligible Shareholders cannot transfer their right to apply for SPP Shares to a third party.
5. The SPP Offer to each Eligible Shareholder (whether as a Custodian or on its own account) is made on the same terms and conditions.
6. All references to $ or dollars in this Booklet are references to Australian dollars unless otherwise indicated.

page 8

1. Eligible Shareholders
2. 1. You are eligible to participate in the SPP Offer if you:
   2. 1. are a Shareholder in Perpetual on the Register at the SPP Record Date, being 7.00pm (Sydney AEST time) on Friday, 24 July 2020;
      2. had a registered address on the Register in either Australia or New Zealand at the SPP Record Date; and
      3. are not in the United States and are not acting for the account or benefit of a person in the United States (or, in the event that you are acting for the account or benefit of a person in the United States, you are not participating in the SPP in respect of that person).
   3. The SPP is also extended to Eligible Shareholders who are Custodians or nominees, in accordance with clauses 4.3(b), 4.3(c) and 4.4(e) below.
   4. The SPP Offer is not made to Shareholders with a registered address outside of Australia and New Zealand.
   5. Shareholders in the United States are not eligible to participate in the SPP. Similarly, Shareholders who hold Shares on behalf of persons in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons.
3. Joint holders and Custodians and nominees
4. 1. If two or more persons are registered on the Register as jointly holding Shares, they are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and a certification given by any of them is taken to be a certification given by all of them.
   2. Subject to these terms and conditions, Eligible Shareholders who are Custodians or nominees may participate in the SPP on behalf of each Eligible Beneficiary on whose behalf the Custodian or nominee is holding Shares.
   3. Due to legal restrictions, Custodians and nominees may not distribute this Booklet to any person in, and may not participate in the SPP on behalf of any beneficial Shareholder in the United States. In the event that a Custodian or nominee is acting for the account or benefit of a person in the United States, it is not permitted to participate in respect of that person.
5. Applications for SPP Shares
6. 1. Eligible Shareholders may apply for SPP Shares in parcels valued at $1,000, $2,500, $5,000, $7,500, $10,000, $12,500, $15,000, $20,000, $25,000 or $30,000.
   2. No brokerage or other transaction costs will apply to the acquisition of SPP Shares.
   3. Eligible Shareholders who wish to apply for SPP Shares must either:
   4. 1. make a payment for the appropriate amount via BPAY in accordance with the instructions available athttps://events.miraqle.com/ppt-offeror on the Application Form, so that your payment is received by the Registry prior to 5.00pm (Sydney AEST time) on Wednesday, 26 August 2020. You are encouraged to apply via BPAY in light of delays to postal services caused by the

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COVID-19 pandemic, as you do not need to return the Application

Form if you choose this option; or

1. 1. complete the Application Form which accompanies this Booklet or can be downloaded at https://events.miraqle.com/ppt-offerand forward it to the address below with a cheque drawn for the appropriate amount from an Australian branch of a financial institution made payable to "Perpetual Limited SPP" and crossed "Not Negotiable" so that it is received by the Registry prior to 5.00pm (Sydney AEST time) on Wednesday, 26 August 2020.
      Mailing address: Perpetual Limited
      C/- Link Market Services Limited GPO Box 3560
      Sydney NSW 2001
2. Eligible Shareholders who receive more than one offer under the SPP (for example, because they hold Shares in more than one capacity or in different registered holdings) may apply on different Application Forms for SPP Shares but may not apply for SPP Shares with an aggregate value of more than $30,000 across all shareholdings in those different capacities.
3. If you wish to subscribe for SPP Shares as a Custodian or nominee for one or more Eligible Beneficiaries, you must also complete and submit an additional Custodian Certificate that contains further certifications and details (required under the terms of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) before your application will be accepted. Applications by Custodians or nominees that are not accompanied by a duly completed Custodian Certificate will be rejected. To request a Custodian Certificate or for further information about the custodian application process, please contact the Registry from 8:30am to 5:30pm (Sydney AEST time) Monday to Friday on
   1300 732 806 (callers within Australia) or [phone] (callers outside Australia).
4. Perpetual may accept or reject your application for SPP Shares in whole or in part in its discretion including, without limitation, if:
5. 1. your application does not comply with these terms and conditions;
   2. it appears you are not an Eligible Shareholder;
   3. your Application Form and cheque, or BPAY payment, is not received by the Closing Date, being 5.00pm (Sydney AEST time) on Wednesday, 26 August 2020
   4. if paying by cheque, your Application Form is incomplete or incorrectly completed or is otherwise determined by Perpetual to be invalid;
   5. your cheque is dishonoured or has been incorrectly completed;
   6. it appears that you are applying for more than $30,000 of SPP Shares in aggregate (including as a result of Shares you hold directly, jointly or through a custodian or nominee arrangement) or your application is not for an amount of $1,000, $2,500, $5,000, $7,500, $10,000, $12,500, $15,000, $20,000, $25,000 or $30,000;
   7. payment of the application monies is not submitted in Australian currency or, if payment is made by cheque, the cheque is not drawn on an Australian branch of a financial institution; or

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1. 1. 1. the amount of your BPAY payment or cheque is not equal to the amount of your application. If this occurs, Perpetual will, in its discretion:
      2. 1. refund in full your application monies and not issue any SPP Shares to you; or
         2. treat your application as an application for the number of SPP Shares that would have been issued had you applied for the highest designated amount that is less than the amount of your payment and refund to you the excess of your application monies (without interest) unless the amount is less than $15, in which case it will be donated to a charity or charities nominated by Perpetual.
   2. If you are entitled to a refund of all or any of your application monies, the refund will be paid to you, without interest, as soon as is practicable:
   3. 1. by direct credit to your nominated account (as recorded on the Register) or cheque; or
      2. by returning your Application Form and cheque, if not processed, to your registered address (as recorded on the Register).
2. Issue Price
3. 1. The Issue Price per SPP Share is the lower of:
   2. 1. $30.30 per SPP Share, being the price paid by institutional investors under the Placement; and
      2. a 2% discount to the volume weighted average price (VWAP) of Perpetual Shares traded on ASX during the five trading days up to, and including, the Closing Date (being Wednesday, 26 August 2020), rounded to the nearest cent.
   3. The current Share price can be obtained from ASX and is listed in the financial and business section of major daily newspapers circulating in Australia.
   4. You agree to pay the Issue Price per SPP Share for the number of SPP Shares calculated under clause 4.6(a) or, if there is a scale back, the number of SPP Shares calculated under clause 4.10.
4. Number of SPP Shares to be issued
5. 1. If you apply for SPP Shares, you will apply for a certain value, rather than a certain number, of SPP Shares. If your application is accepted, Perpetual will divide the value of your application monies by the Issue Price (as determined under clause 4.5(a)) in order to determine the number of SPP Shares which, subject to scale back, will be issued to you.
   2. If this calculation produces a fractional number, the number of SPP Shares issued will be rounded up to the nearest whole SPP Share. The balance of any application money that is not applied to acquire SPP Shares (as a result of rounding or scale back) will be refunded to you without interest unless the amount is less than $15, in which case it will be donated to a charity or charities nominated by Perpetual.

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1. Issue of SPP Shares
2. 1. SPP Shares will be issued on the Issue Date.
   2. SPP Shares will rank equally with existing Shares as at the Issue Date.
   3. SPP Shares will have the same voting rights, dividend rights and other entitlements as existing Shares.
   4. SPP Shares will be eligible to receive the Financial Year 2020 Final dividend.
   5. Perpetual will apply to ASX for the quotation of SPP Shares. It is anticipated that SPP Shares will be quoted on ASX immediately after their issue.
   6. The Registry will send you a holding statement, confirming the issue of SPP Shares, on or around Tuesday, 8 September 2020.
3. Shareholders outside Australia and New Zealand
4. 1. The laws of some countries prohibit or make impracticable participation in the SPP by certain overseas Shareholders. Shareholders who are not resident in Australia or New Zealand will not be able to participate in the SPP. The SPP does not constitute an offer of Shares for sale or issue in any jurisdiction other than Australia or New Zealand.
   2. The SPP Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders of Perpetual at the SPP Record Date with registered addresses in New Zealand to whom the offer of SPP Shares is being made in reliance on the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).
   3. This Booklet has not been registered, filed with or approved by any New Zealand regulatory authority. This Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.
   4. Shareholders in the United States are not eligible to participate in the SPP. Similarly, Shareholders (including Custodians and nominees) who hold Shares on behalf of persons in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons.
5. Acknowledgements
   By returning an Application Form with a cheque or making a payment via BPAY, you:
6. 1. are deemed to have accepted the SPP Offer and you irrevocably and unconditionally agree to the terms and conditions of the SPP and the terms and conditions of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP or these SPP terms and conditions;
   2. warrant that all details and statements in your Application Form are true and complete and are not misleading;
   3. agree that your application will be irrevocable and unconditional (that is, it cannot be withdrawn under any circumstances);
   4. warrant that you are an Eligible Shareholder and are eligible to participate in the SPP;

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1. acknowledge that no interest will be paid on any application monies held pending the issue of SPP Shares or subsequently refunded to you for any reason;
2. acknowledge that Perpetual and its officers and agents, are not liable for any consequences of the exercise or non-exercise of its discretions referred to in these terms and conditions;
3. agree to pay the Issue Price per SPP Share up to the maximum of:
4. 1. the value you have selected on the Application Form; or
   2. the maximum value of your BPAY payment or cheque;
5. acknowledge and agree that:
6. 1. you are not in the United States and are not acting for the account or benefit of a person in the United States (or, in the event that you are acting for the account or benefit of a person in the United States, you are not participating in the SPP in respect of that person);
   2. the SPP Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, and accordingly, the SPP Shares may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States);
   3. you have not, and will not, send this Booklet or any materials relating to the SPP to any person outside of Australia or New Zealand, including in the United States;
   4. if in the future you decide to sell or otherwise transfer the SPP Shares, you will only do so in the regular way for transactions on ASX where neither you nor any person acting on your behalf know, or have reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States; and
   5. if you are acting as a trustee, nominee or Custodian, each beneficial holder on whose behalf you are participating is resident in Australia or New Zealand (and is not in the United States and is not acting for the account or benefit of a person in the United States), and you have not sent this Booklet, or any materials relating to the SPP, to any person outside Australia and New Zealand (including, without limitation, to any person in the United States or to any person acting for the account or benefit of a person in the United States);
7. if you are applying on your own behalf (and not as a Custodian or nominee) acknowledge and agree that:
8. 1. you are not applying for SPP Shares of more than $30,000 in value under the SPP (including by instructing a Custodian or nominee to acquire SPP Shares on your behalf under the SPP); and
   2. the total of the application price for the following does not exceed $30,000:
   3. 1. the SPP Shares the subject of the application;
      2. any other Shares issued to you under the SPP or any similar arrangement in the 12 months before the application;

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1. 1. any other SPP Shares which you have instructed a Custodian or nominee to acquire on your behalf under the SPP; and
   2. any other Shares issued to a Custodian in the 12 months before the application as a result of an instruction given by you to the Custodian or nominee to apply for Shares on your behalf under an arrangement similar to the SPP;
2. if you are a Custodian or nominee and are applying on behalf of an Eligible Beneficiary on whose behalf you hold Shares, acknowledge and agree that:
3. 1. you are a Custodian (as that term is defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) or a nominee;
   2. you held Shares on behalf of the Eligible Beneficiary as at the SPP Record Date who has instructed you to apply for SPP Shares on their behalf under the SPP and that that Eligible Beneficiary has been given a copy of this Booklet;
   3. you are not applying for SPP Shares on behalf of any Eligible Beneficiary with an application price of more than $30,000 under the SPP; and
   4. the information in the Custodian Certificate submitted with your Application Form is true, correct and not misleading;
4. accept the risk associated with any refund that may be dispatched to you by direct credit or cheque to your address shown on the Register;
5. are responsible for any dishonour fees or other costs Perpetual may incur in presenting a cheque for payment that is dishonoured;
6. agree to be bound by the constitution of Perpetual, and the SPP terms and conditions;
7. acknowledge that none of Perpetual, its advisers or agents, has provided you with any financial product or investment advice or taxation advice in relation to the SPP, or has any obligation to provide such advice;
8. you authorise Perpetual, and its officers and agents, to do anything on your behalf necessary for SPP Shares to be issued to you in accordance with these terms and conditions;
9. you acknowledge that Perpetual may at any time irrevocably determine that your application is valid, in accordance with the terms and conditions of the SPP, even if the Application Form is incomplete, contains errors or is otherwise defective; and
10. you authorise Perpetual, and its officers and agents, to correct minor or easily rectified errors in, or omissions from, your Application Form and to complete the Application Form by the insertion of any missing minor detail.

4.10 Scale back

1. The amount that each Eligible Shareholder can apply for under the SPP is capped at $30,000. The SPP aims to raise up to $40 million.
2. Perpetual may decide to accept applications (in whole or in part) that result in the SPP raising more or less than $40 million, in its absolute discretion.

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1. 1. Should any scale back be necessary, any scale back arrangements will be made on a pro rata basis to existing shareholdings.
   2. If there is a scale back you will receive less than the parcel of SPP Shares for which you apply.
   3. If a scale back produces a fractional number of SPP Shares when applied to your parcel, the number of SPP Shares you will be issued will be rounded up to the nearest whole number of SPP Shares.
   4. If there is a scale back, the difference between the application monies received from you, and the number of SPP Shares allocated to you multiplied by the Issue Price will be refunded to you (without interest) unless the amount is less than $15, in which case it will be donated to a charity or charities nominated by Perpetual.
2. Dispute resolution
3. 1. Perpetual may settle, in any manner it deems appropriate, any difficulties, anomalies, or disputes which may arise in connection with, or by reason of, the operation of the SPP whether generally or in relation to any participant or any application for SPP Shares, and its decision shall be conclusive and binding on all participants and other persons to whom the determination relates.
   2. The powers of Perpetual under these terms and conditions may be exercised by the Directors or any delegate or representative of the Directors.
4. Variation and termination
5. 1. Perpetual reserves the right at any time to:
   2. 1. amend or vary these terms and conditions;
      2. waive strict compliance with any provision of these terms and conditions;
      3. withdraw the SPP Offer or suspend or terminate the SPP;
      4. vary the timetable for the SPP, including the Closing Date; and
      5. not accept an application, not issue SPP Shares or issue SPP Shares to a value less than that applied for under the SPP by an Eligible Shareholder (including a Custodian or nominee applying on behalf of its Eligible Beneficiaries).
   3. In the event that the SPP is withdrawn or terminated, all application monies will be refunded. No interest will be paid on any money returned to you.
6. Privacy policy
7. 1. Chapter 2C of the Corporations Act requires information about a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. This information must continue to be included in the public register if you cease to be a shareholder.
   2. Perpetual and the Registry may collect personal information to process your application, implement the SPP and administer your holding of Shares. The personal information contained in the Register is also used to facilitate payments and corporate communications (including financial results), annual reports and other information to be communicated to Shareholders, and to

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ensure compliance with legal and regulatory requirements, including Australian taxation laws and the Corporations Act.

1. 1. Your personal information may be disclosed to joint investors, the Registry, securities brokers, third party service providers (including print and mail service providers, technology providers and professional advisers), related entities of Perpetual and its agents and contractors, and ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law (which may include disclosures to the Australian Taxation Office and other government or regulatory bodies or where you have consented to the disclosure). In some cases, the types of organisations referred to above to whom your personal information may be disclosed may be located overseas.
   2. A copy of Perpetual's privacy statement, which describes how we manage your personal information, is available athttps://www.perpetual.com.au/privacy- policy. The Registry's privacy policy is available at http://www.linkgroup.com/docs/Link_Group_Privacy_Policy.pdf.
2. Underwriting
   The SPP is not underwritten.
3. Governing law
   These terms and conditions are governed by the laws in force in New South Wales. Any dispute arising out of, or in connection with, these terms and conditions, or the SPP Offer, will be determined by the courts of New South Wales. By accepting the SPP Offer, you agree to submit to the exclusive jurisdiction of the courts in New South Wales.

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5 Glossary

The following definitions apply throughout this Booklet unless the context requires otherwise.

Term		Meaning
$		Australian dollars.
Application Form		your personalised application form, which:
		• is enclosed with this Booklet; or
		• can be downloaded from https://events.miraqle.com/ppt-offer.
ASIC		Australian Securities and Investments Commission.
ASX		ASX Limited (ACN 008 624 691), or the market operated by it, as the
		context requires.
Beneficiary		a person on whose behalf a Custodian or nominee is holding Shares at
		the SPP Record Date.
Closing Date		5.00pm (Sydney AEST time) on Wednesday, 26 August 2020 (or such
		other date as Perpetual determines, in its absolute discretion).
Corporations Act		the Corporations Act 2001 (Cth).
Custodian		a custodian as defined in paragraph 4 of ASIC Corporations (Share and
		Interest Purchase Plans) Instrument 2019/547.
Custodian Certificate		a certificate complying with paragraph 8(3) of ASIC Corporations
		(Share and Interest Purchase Plans) Instrument 2019/547.
Directors		the directors of Perpetual.
Eligible Beneficiary		a Beneficiary with a registered address in either Australia or New
		Zealand, provided that such Beneficiary is not in the United States.

Eligible Shareholder a Shareholder at the SPP Record Date:

• whose address on the Register is in Australia or New Zealand; and
• who is not in the United States and not acting for the account or benefit of a person in the United States (or, in the event that such Shareholder is acting for the account or benefit of a person in the United States, it is not participating in the SPP in respect of that person).

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Term		Meaning
Issue Date		Friday, 4 September 2020 (or such other date as Perpetual determines,
		in its absolute discretion).
Issue Price		the price per SPP Share as determined under section 4.5 of the Terms
		and Conditions.
Offer Period		the period commencing on the Opening Date and ending on the
		Closing Date.
Opening Date		Tuesday, 4 August 2020.
Perpetual		Perpetual Limited (ABN 86 000 431 827)
Placement		the placement of Shares to institutional investors, announced to ASX
		on Monday, 27 July 2020.
Register		the register of Shareholders.
Registry		Link Market Services Limited (ACN 083 214 537).
Share		a fully paid ordinary share in Perpetual.
Shareholder		a registered holder of a Share.
SPP		the Share Purchase Plan offer made to Eligible Shareholders under the
		terms of this Booklet.
SPP Offer		the offer in section 4.1 of the Terms and Conditions.
SPP Record Date		7.00pm (Sydney AEST time) on Friday, 24 July 2020.
SPP Share		a new Share to be issued under the SPP.
U.S. Securities Act		the U.S. Securities Act of 1933, as amended.

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