Annual financial statement
Page 1
Page 1 27 August 2026 ASX Limited ASX Market Announcements Office Level 27, 39 Martin Place Sydney NSW 2000 Perpetual FY26 Financial Results The following announcements to the market are provided: FY26 Appendix 4E FY26 ASX Announcement ✓ FY26 Full Year Statutory Accounts FY26 Results Presentation FY26 Operating and Financial Review Appendix 4G FY26 Corporate Governance Statement Yours faithfully, Sylvie Dimarco Company Secretary (Authorising Officer) Perpetual Limited ABN 86 000 431 827 Angel Place Level 14, 123 Pitt Street Sydney NSW 2000 Australia Phone +61 9229 9000 www.perpetual.com.au
Page 2
Financial Report For the year ended 30 June 2026 Perpetual Limited ABN 86 000 431 827
Page 3
The Directors present their report together with the consolidated financial statements of Perpetual Limited, (‘Perpetual’ or the ‘Company’) and its controlled entities (the ‘consolidated entity’ or the ‘group’), for the year ended 30 June 2026 and the auditor's report thereon. Contents of the Directors’ Report Page No Directors 3 Company secretary 6 Directors’ meetings 7 Corporate governance statement 8 Principal activities 8 Review of operations 8 Dividends 9 State of affairs and subsequent events 9 Likely developments 9 Environmental regulation 10 Indemnification of Directors and officers 10 Insurance 10 Directors’ interests in registered schemes 10 Chief Executive Officer and Managing Director’s and Chief Financial Officer’s declaration 10 Remuneration Report 11 Our remuneration philosophy and approach 13 Key Management Personnel for FY26 16 Changes to Executive KMP fixed remuneration and target Variable Incentives in FY26 16 Variable Reward approach and outcomes 17 Remuneration Governance 22 Risk and Sustainability 23 Data disclosures - Executive KMP 25 Non-executive Director remuneration 31 Key Terms 34 Non-audit services provided by the external auditor 35 Rounding off 35 Lead Auditor’s independence declaration 36 Directors' Report for the year ended 30 June 2026 2
Page 4
Directors The Directors of the Company at any time during or since the end of the financial year are as follows. Gregory Cooper Chair and Independent Non-executive Director FIAA, BEc (Actuarial Studies) (Age 56) Mr Cooper has been an Independent Non-executive Director of Perpetual since September 2019. In February 2025, he was appointed Chair. Skills and experience: Mr Cooper has more than 30 years of global investment industry experience in the UK, Asia and Australia with a deep understanding of international funds management. Mr Cooper brings strong financial services and strategy expertise to the Perpetual Board predominantly gained from his executive career at Schroders Australia where he was the Chief Executive Officer (CEO) from 2006 to 2018, with responsibility for Schroders’ institutional business first across Asia Pacific and then globally. He also has extensive experience across the superannuation, banking and technology sectors. Mr Cooper currently serves as Independent Chair of Avanteos Investments Limited (Trustee of the Colonial First State Superannuation Funds). He is also a Non-executive Director and Chair of Calvary Health Care and a Non- executive Director of Australian Payments Plus Limited and some of its subsidiaries/ related entities, EdStart Pty Ltd, and the Australian Indigenous Education Foundation. Previously he acted as a Non-executive Director to the Financial Services Council and held the position of Chair from 2014 to 2016. Board Committee memberships: – Chair of the Nominations Committee (appointed Chair in February 2025) Mona Aboelnaga Kanaan Independent Non-executive Director BSc (Econ) MBA (Age 58) Ms Aboelnaga Kanaan has been an Independent Non- executive Director since 2021. Skills and experience: Based in New York, USA, Ms Aboelnaga Kanaan is a seasoned CEO, director, entrepreneur and asset management executive having held leadership positions over a distinguished career spanning more than 30 years. She is currently the Managing Partner of K6 Investments LLC, an independent private investment firm which she founded in 2011. Previously, Ms Aboelnaga Kanaan served as President and CEO of Proctor Investment Managers, a firm she founded in 2002 to acquire and scale traditional and alternative asset managers. Ms Aboelnaga Kanaan sold the firm to National Bank of Canada in 2006, acquired affiliates managing nearly $14 billion in assets under management and continued as Proctor’s President and CEO until 2013. Ms Aboelnaga Kanaan currently serves as a Director of Cannae Holdings, Inc. (NYSE: CNNE) where she chairs the Strategic Review Working Group and is a member of its Audit Committee. She is also Vice Chair of the Egyptian American Enterprise Fund, where she chairs the Investment Committee and serves on the Audit, Compensation, and Nominations and Governance Committees. In addition, Ms Aboelnaga Kanaan is a Trustee of the FIT College, part of the State University of New York, where she chairs the Joint Development Committee and is a member of the Audit Committee. Listed company directorships held during the past three financial years: – Cannae, NYSE: CNNE (from December 2025 to present) – Webster Financial Corporation, NYSE: WBS (from February 2022 until its sale to Santander in August 2026) – Mondee Holdings, Nasdaq: MOND (from July 2022 to April 2025) Board Committee memberships: – Chair of the Technology and Cyber Security Committee – Member of the Investment Committee – Member of the People and Remuneration Committee – Member of the Audit, Risk and Compliance Committee – Member of the Nominations Committee Directors' Report for the year ended 30 June 2026 3
Page 5
Directors continued Christopher Jones Independent Non-executive Director MA (Cantab) CFA (Age 65) Mr Jones was appointed as an Independent Non-executive Director of Perpetual in January 2023 following the acquisition of Pendal Group. Skills and experience Mr Jones is based in New York, USA. He has over 40 years’ experience in the financial services industry across both investments and funds management. Most recently, Mr Jones is Principal of CMVJ Capital LLC, a private investor and adviser in the financial services, asset management and technology industries. Prior to this, he was Head of Blackrock’s US Global Fundamental Equity and Co-head of Global Active Equity. Previously, he spent 32 years in a range of roles at Robert Fleming and Co and JP Morgan Asset Management. Listed company directorships held during the past three financial years: – Pendal Group Limited, ASX: PDL (from 2018 until delisting in January 2023) Board Committee memberships: – Member of the People and Remuneration Committee – Member of the Investment Committee – Member of the Technology and Cyber Security Committee – Member of the Nominations Committee Paul Ruiz Independent Non-executive Director BSc (Econ), FCA, GAICD (Age 61) Mr Ruiz has been an Independent Non-executive Director of Perpetual since September 2024. Skills and experience: Mr Ruiz was an audit partner with KPMG until 2016. During his audit career, he specialised in the audit of financial services businesses and led the delivery of assurance services to a number of major financial services groups in Australia and internationally. In addition to Mr Ruiz’s deep financial services experience, his leadership skills include external and internal audit, financial reporting, risk management, mergers and acquisitions, divestments and capital raisings. Mr Ruiz currently serves as a Non-executive Director of TAL Daiichi Life Australia, one of Australia’s leading life insurers, where he chairs the Audit Committee. Mr Ruiz previously served on the boards and chaired audit committees of AMA Group (ASX: AMA), the Financial Planning Association of Australia, the Fred Hollows Foundation and its controlled entity, Alina Vision, as well as serving on a number of NSW Government audit and risk committees. Mr Ruiz is a Director of Queensland Trustees Pty Limited, which acts as trustee for Perpetual’s employee share plans. Listed company directorships held during the past three financial years: – AMA Group Limited, ASX: AMA (from May 2021 to September 2023) Board Committee memberships: – Chair of the Audit, Risk and Compliance Committee – Member of the Technology and Cyber Security Committee – Member of the Nominations Committee Directors' Report for the year ended 30 June 2026 4
Page 6
Directors continued Fiona Trafford-Walker Independent Non-executive Director BEc, M. Fin (Age 59) Ms Trafford-Walker has been an Independent Non-executive Director of Perpetual since December 2019. Skills and experience: Ms Trafford-Walker has over 30 years experience within the investment industry, bringing extensive knowledge of investment management and a strong institutional and international perspective to the Perpetual Board. Ms Trafford-Walker began her career in institutional investment consulting in 1992, spending most of her career at Frontier Advisors where she was, at various times, its Managing Director, Director of Consulting and Investment Director. Currently Ms Trafford-Walker is a Non-executive Director of FleetPartners Group Limited (ASX: FPR), an Investment Committee Member of the Walter and Eliza Hall Institute, Independent Advisor to the Investment Committee of Australian Retirement Trust and Independent Member of the IFM Real Estate Investment Committee. Ms Trafford-Walker is a Director of Queensland Trustees Pty Limited, which acts as trustee for Perpetual’s employee share plans. Listed company directorships held during the past three financial years: – FleetPartners Group, ASX: FPR (from July 2021 to present) – Prospa Group Limited, ASX: PGL (from March 2018 to August 2024) – Link Administration Holdings, ASX: LNK (from October 2015 to May 2024) Board Committee memberships: – Chair of the People and Remuneration Committee – Member of the Investment Committee – Member of the Technology and Cyber Security Committee – Member of the Audit, Risk and Compliance Committee – Member of the Nominations Committee Philip Wagstaff Independent Non-executive Director BA (Hons) Accounting (Age 62) Mr Wagstaff was appointed as an Independent Non- executive Director of Perpetual in November 2023. Skills and experience Mr Wagstaff has over 35 years’ experience in asset management and has served on the executive committee of several large global asset managers including Janus Henderson, M&G and Gartmore. Mr Wagstaff brings strong expertise in sales, marketing, brand and product development together with experience of mergers, acquisitions and integrations across the asset management sector. Mr Wagstaff is Chair of You Investments Limited in the UK and Chair of Aberdeen Fund Managers Ltd. He was previously Chair of Jupiter Unit Trust Managers Limited and Henderson Investment Funds Limited. Board Committee memberships: – Chair of the Investment Committee – Member of the People and Remuneration Committee – Member of the Nominations Committee Directors' Report for the year ended 30 June 2026 5
Page 7
Directors continued Bernard Reilly CEO and Managing Director BEcon, CFA (Age 57) Mr Reilly has been the CEO and Managing Director of Perpetual since September 2024. Skills and experience: Mr Reilly is an experienced asset management executive with more than 30 years’ experience in international and domestic asset management, banking and the finance sector. Prior to joining Perpetual, Mr Reilly was Chief Executive of Australian Retirement Trust (ART), overseeing the successful merger and integration of Sunsuper and QSuper to form ART in February 2022. Today, the fund manages over A$300 billion on behalf of 2.4 million members. Prior to Australian Retirement Trust, Mr Reilly was CEO of Sunsuper (from 2019 to 2022) and Head of NAB Asset Management (from 2015 to 2016). Mr Reilly spent over 24 years at State Street Global Advisors in various senior roles, including Executive Vice President, Global Head of Strategy (Boston) and Head of Asia Pacific, Hong Kong and Sydney. As Head of Asia Pacific, Mr Reilly oversaw State Street’s Asia business and the doubling of Assets Under Management (AUM) in the region to US$325 billion, while growing profitability. Company secretary Sylvie Dimarco LLB, GradDipAppCorpGov, FGIA, GAICD Ms Dimarco was appointed Company Secretary of Perpetual in April 2020. Skills and experience: Ms Dimarco joined Perpetual in 2014 and is currently Head of Governance & Company Secretary at Perpetual. She is also Company Secretary of Perpetual Equity Investment Company Limited (ASX: PIC) and all of Perpetual’s subsidiary boards. She is a member of the Perpetual Limited Continuous Disclosure Committee. Ms Dimarco has over 19 years’ experience in company secretariat practice and administration for listed and unlisted companies. Before Perpetual, she practised as a commercial lawyer in Sydney and Canberra for 11 years, working in predominantly mid-sized law firms. Ms Dimarco holds a Bachelor of Laws degree from the University of Sydney and has completed the Governance Institute of Australia’s Graduate Diploma of Applied Corporate Governance. Ms Dimarco is a Graduate of the Australian Institute of Company Directors course. Directors' Report for the year ended 30 June 2026 6
Page 8
Directors’ meetings The number of Directors’ meetings which Directors were eligible to attend (including meetings of Board Committees) and the number of meetings attended by each Director during the financial year to 30 June 2026 were: DIRECTOR BOARD AUDIT, RISK AND COMPLIANCE COMMITTEE (ARCC) PEOPLE AND REMUNERATION COMMITTEE (PARC) INVESTMENT COMMITTEE NOMINATIONS COMMITTEE TECHNOLOGY AND CYBER SECURITY COMMITTEE SCHEDULED MEETINGS UNSCHEDULED MEETINGS ELIGIBLE TO ATTEND ATTENDED ELIGIBLE TO ATTEND ATTENDED ELIGIBLE TO ATTEND ATTENDED ELIGIBLE TO ATTEND ATTENDED ELIGIBLE TO ATTEND ATTENDED ELIGIBLE TO ATTEND ATTENDED ELIGIBLE TO ATTEND ATTENDED Gregory Cooper 12 12 11 11 — — — — — — 2 2 — — Mona Aboelnaga Kanaan 12 11 11 10 6 6 6 5 4 4 1 1 4 4 Christopher Jones 12 12 11 10 — — 6 6 4 4 1 1 4 4 Bernard Reilly 12 12 11 11 — — — — — — — — — — Paul Ruiz 12 12 11 11 6 6 — — — — 2 2 4 4 Fiona Trafford-Walker 12 12 11 10 6 6 6 6 4 4 2 1 4 3 Philip Wagstaff 12 12 11 8 — — 6 5 4 4 2 2 — — Unscheduled Board meetings are out-of-cycle Board meetings typically called for a special purpose that do not form part of the Board approved yearly planner. During the financial year to 30 June 2026 there were 11 unscheduled Board meetings. Directors from time to time may and do attend committee meetings even though they may not be a member of that committee. Directors' Report for the year ended 30 June 2026 7
Page 9
Corporate Governance Statement Perpetual’s Corporate Governance Statement, which meets the requirements of ASX Listing Rule 4.10.3, is located on the Corporate Governance page of Perpetual’s website at perpetual.com.au/about/corporate-governance-and-policies. Principal activities The principal activities of the consolidated entity during the financial year were portfolio management, financial planning, trustee, responsible entity and compliance services, executor services, investment administration and custody services. Review of operations A review of operations is included in the Operating and Financial Review (OFR). For the year ended 30 June 2026, Perpetual reported a net profit after tax attributable to equity holders of Perpetual Limited of $88.9 million compared to the net loss after tax attributable to equity holders of Perpetual Limited for the year ended 30 June 2025 of $58.2 million. For the year ended 30 June 2026, Perpetual reported an underlying profit after tax (UPAT) attributable to equity holders of Perpetual Limited of $217.0 million compared to the UPAT attributable to equity holders of Perpetual Limited for the year ended 30 June 2025 of $204.1 million. UPAT attributable to equity holders of Perpetual Limited excludes certain items, that are either significant by virtue of their size and impact on net profit after tax attributable to equity holders of Perpetual Limited, or are determined by the Board and management to be outside normal operating activities. UPAT attributable to equity holders of Perpetual Limited is disclosed as it is useful for investors to gain a better understanding of Perpetual's financial results from normal operating activities. The reconciliation of net profit/(loss) after tax attributable to equity holders of Perpetual Limited to UPAT attributable to equity holders of Perpetual Limited for the year ended 30 June 2026 is shown below. 30 JUNE 2026 30 JUNE 2025 $M $M Statutory net profit after tax attributable to equity holders of Perpetual Limited 88.9 (58.2) Significant items after tax Transaction and Simplification costs1 (7.2) 92.8 Non-cash amortisation and impairment of acquired intangible assets2 123.7 191.1 (Gains)/losses on financial assets and liabilities3 (3.5) (22.9) Accrued incentive compensation liability4 15.1 1.3 Underlying profit after tax attributable to equity holders of Perpetual Limited 217.0 204.1 1. Relates to Simplification initiatives and the sale of Wealth Management, as well as residual acquisition and integration costs associated with Pendal Group, Barrow Hanley and other entities. Costs include professional fees, administrative and general expenses, and staff costs related to specific retention and performance grants. Sale of Wealth includes a tax expense credit being the difference between tax on the taxable gain (reduced for utilisation of historical capital losses) and the deferring of the tax on the accounting gain to FY27. 2. Relates to amortisation expense on customer contracts and non-compete agreements acquired through business combinations, or impairment losses on intangibles including goodwill and customer contracts acquired through business combinations. 3. Relates to unrealised mark to market gains and losses on EMRF, seed fund investments, financial assets held for regulatory purposes together with gains/losses on derivatives. 4. This liability reflects the movement in the value of employee owned units in Barrow Hanley. UPAT attributable to equity holders of Perpetual Limited reflects an assessment of the result for the ongoing business of the consolidated entity as determined by the Board and management. UPAT has been calculated in accordance with ASIC's Regulatory Guide 230 – Disclosing non-IFRS financial information. UPAT attributable to equity holders of Perpetual Limited has not been audited by our external auditors; however, the adjustments to net profit after tax attributable to equity holders of Perpetual Limited have been extracted from the books and records that have been audited. Directors' Report for the year ended 30 June 2026 8
Page 10
Dividends Dividends paid or provided by the Company to members since the end of the previous financial year were: CENTS PER SHARE TOTAL AMOUNT $M FRANKED / UNFRANKED DATE OF PAYMENT Declared and paid during the financial year 2026 Final 2025 ordinary 54 61.9 Unfranked 3 Oct 2025 Interim 2026 ordinary 59 68.2 Unfranked 7 Apr 2026 Total amount 113 130.1 Declared during the financial year 2026 After balance date, the Directors declared the following dividend: Final 2026 ordinary 63 72.9 Unfranked 2 Oct 2026 Total amount 72.9 The financial effect of dividends declared after year end are not reflected in the 30 June 2026 financial statements and will be recognised in subsequent financial reports. State of affairs and subsequent events Perpetual continues to make progress towards satisfying conditions precedent for the sale of Wealth Management. This includes Bain Capital receiving Australian Competition and Consumer Commission (ACCC) approval and Perpetual obtaining from Australian Securities & Investments Commission (ASIC) the required Australian Financial Services License variations. Further, Court proceedings have commenced to facilitate the transfer of certain assets, liabilities and undertakings relating to the Wealth business, including by way of Schemes of Arrangement. The sale of Wealth Management is a key priority as part of Perpetual’s ongoing simplification. Subject to completion, net proceeds from the sale will be used to further reduce gross debt, and strengthen the balance sheet, while supporting continued investment in organic growth in the Asset Management and Corporate Trust businesses over time. The transaction is on track to complete within the final quarter of the 2026 calendar year, subject to satisfaction or waiver of the remaining conditions precedent. Whilst this is the case, there can be no certainty as to the ultimate timing or completion of the transaction. A final unfranked dividend of 63 cents per share was declared on 27 August 2026 and is to be paid on 2 October 2026. Other than the matters noted above, the Directors are not aware of any other event or circumstance since the end of the financial year not otherwise dealt with in this report that has affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years. Likely developments Information about the business strategies and prospects for future financial years of the consolidated entity are included in the Operating and Financial Review. Further information about likely developments in the operations of the consolidated entity and the expected results of those operations in future financial years has not been included in this report because disclosure of the information would be likely to result in unreasonable prejudice to the consolidated entity because the information is commercially sensitive. Directors' Report for the year ended 30 June 2026 9
Page 11
Environmental regulation The consolidated entity acts as trustee or custodian for a number of property trusts which have significant developments throughout Australia. These fiduciary operations are subject to environmental regulations under both Commonwealth and State legislation in relation to property developments. Approvals for commercial property developments are required by State planning authorities and environmental protection agencies. The licence requirements relate to air, noise, water and waste disposal. The responsible entity or manager of each of these property trusts is responsible for compliance and reporting under the government legislation. The consolidated entity is not aware of any material non-compliance in relation to these licence requirements during the financial year. The consolidated entity has determined that it is not required to register to report under the National Greenhouse and Energy Reporting Act 2007, which is Commonwealth environmental legislation that imposes reporting obligations on entities that reach reporting thresholds during the financial year. Indemnification of Directors and officers The Company and its controlled entities indemnify the current Directors and officers of the companies against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as Directors of the consolidated entity, except where the liabilities arise out of conduct involving a lack of good faith. The Company and its controlled entities will meet the full amount of any such liabilities, including costs and expenses. The auditor of the Company is in no way indemnified out of the assets of the Company. Insurance In accordance with the provisions of the Corporations Act 2001, the Company has a directors and officers' liability policy which covers all Directors and officers of the consolidated entity. The terms of the policy specifically prohibit disclosure of details of the amount of the insurance cover and the premium paid. Directors’ interests in registered schemes As at the date of this report, directors had the following relevant interests in registered schemes made available by the Company or a related body corporate of the Company. RELEVANT INTEREST NAME REGISTERED SCHEME (UNITS) Christopher Jones J P Morgan Global Bond Opportunities Fund 26,495 JPM Equity Premium Income ETF 9,546 Paul Ruiz Perpetual Credit Income Trust 84,000 Chief Executive Officer and Managing Director’s and Chief Financial Officer's declaration The CEO and Managing Director, and the CFO declared in writing to the Board, in accordance with section 295A of the Corporations Act 2001, that the financial records of the Company for the financial year have been properly maintained, and that the Company's financial report for the year ended 30 June 2026 complies with accounting standards and presents a true and fair view of the Company's financial condition and operational results. This statement is required annually. Directors' Report for the year ended 30 June 2026 10
Page 12
Remuneration Report Dear Shareholders, As Chair of the People and Remuneration Committee (PARC), I am pleased to present, on behalf of the Board, Perpetual’s Remuneration Report for the financial year ended 30 June 2026. This report provides shareholders with a clear overview of the Group’s remuneration framework and how outcomes for Executive Key Management Personnel (KMP) align with FY26 p e r f o r m a n c e a n d t h e l o n g - t e r m i n t e r e s t s o f s h a r e h o l d e r s , c l i e n t s a n d o t h e r s t a k e h o l d e r s . Perpetual’s performance in FY26 The Group delivered statutory Net Profit After Tax (NPAT) of $88.9 million for FY26, above the target of $67.3 million. The NPAT r e s u l t c o n t i n u e s t o b e i m p a c t e d b y e l e v a t e d l e v e l s o f n o n - r e c u r r i n g S i g n i f i c a n t I t e m s . I m p a c t i n g N P A T p o s i t i v e l y w e r e Significant Items associated with the sale of the Wealth Management (WM) business and the Simplification Program. These were offset by the negative impact of the non-cash intangible impairment in TSW. Strategic progress remained a key focus during the year, with the Group delivering against its priority initiatives, including signing a binding agreement for the sale of WM, with the expected net cash proceeds intended to reduce debt and support investment in organic growth in the Asset Management (AM) and Corporate Trust (CT) businesses. This pivotal step toward a simplified business will enhance our ability to invest for future growth and deliver improved shareholder returns over the longer term. Performance across business units was mixed. Asset Management (AM) exceeded its profitability target, despite net outflows impacting revenue outcomes. Corporate Trust (CT) delivered strong earnings growth, supported by continued revenue momentum. WM operated in a challenging environment, with revenue and net flows continuing to be impacted by uncertainty over its future ownership. The diversification of the Group’s earnings across CT and the scale of the AM business provided resilience during periods of market volatility in FY26. However, revenue remains under pressure, reflecting ongoing structural fee compression and i n c r e a s e d c o m p e t i t i o n f r o m l o w e r - c o s t p a s s i v e i n v e s t m e n t p r o d u c t s a c r o s s a c t i v e a s s e t m a n a g e m e n t . I n r e s p o n s e , t h e G r o u p remains focused on mitigating these headwinds through delivery of cost reduction initiatives, innovation in the product suite alongside selected product rationalisation and broadening our distribution capabilities. The Group continued to execute on the Simplification Program during the year, with annualised cost savings of $72.6 million achieved to date. In this context, the Board considered overall performance to reflect resilient financial outcomes and disciplined execution of strategic priorities during a period of ongoing transformation and market volatility. The Board is disappointed with the Company’s share price performance in FY26 and recognises the negative impact on shareholders. All members of the Board hold shares in the Company and this is a key mechanism for creation of alignment with all shareholders. Several Board members purchased shares in FY26 when the trading window was open, but due to ongoing corporate activity, these trading periods were again shorter than usual. The Board is of the view that the current share price does not appropriately reflect the value of the business but also acknowledges that prospective and current shareholders need to have confidence in the Board’s and management’s strategy and the execution thereof in order to be able to support the Company by way of share purchases. FY26 variable remuneration outcomes The PARC and the Board spend considerable time each year evaluating the contribution and performance of the Chief Executive Officer and Managing Director (CEO) and other Executive KMP. Perpetual maintains a performance-driven remuneration framework, linking Executive KMP bonuses to key financial and strategic objectives. In arriving at the proposed Variable Incentive outcomes for FY26, the Board weighed up a positive Net Profit After Tax (NPAT) outcome and full achievement of targets for CT New Business Revenue, contrasted with WM net flows falling below target and higher than expected net outflows within certain AM boutiques resulting in below target Annualised Net Revenue (ANR). The Board also considered the considerable progress made by the team on strategic priorities resulting in achievement of a binding sale of WM, the development and commencement of a clear strategy to turn around the performance of the J O Hambro boutique in AM and significant progress made in FY26 toward the $70-80m cost out target to be realised by FY27. While recognising the disappointing shareholder returns experienced during FY26, the Board concluded that the CEO delivered strongly against a number of strategic and operational priorities that are expected to support long-term value creation, and for FY26, determined to award the CEO a Variable Incentive award of 106% of target, or 61% of maximum opportunity, with individual outcomes for other Executive KMP outlined in Section 4.6 - Variable Remuneration Outcomes. Executive KMP Variable Incentive outcomes were broadly aligned to the bonus funding levels approved for corporate staff across Perpetual. Further details on variable remuneration outcomes are provided in Section 4. Directors’Report for the year ended 30 June 2026 11
Page 13
Remuneration changes during FY26 Executive KMP Consistent with the Board’s approach in prior years, fixed and variable remuneration increases during the year were carefully considered, driven by factors such as ensuring remuneration remains competitive, incentivising future value and ensuring leadership continuity, while also considering the shareholder experience and the need to keep cost management as a key focus. Further detail on the changes to Executive KMP target packages are set out in Section 3. Non-Executive Director (NED) Fees A review of NED fees was undertaken during FY26 in the context of several years of unchanged fee levels (with the last increase effective in 2022), evolving external market conditions and increased complexity and time commitment required. E f f e c t i v e 1 M a r c h 2 0 2 6 , t h e B o a r d i m p l e m e n t e d a n u m b e r o f c h a n g e s t o N o n - E x e c u t i v e D i r e c t o r f e e a r r a n g e m e n t s , i n c l u d i n g i n c r e a s e s t o A u s t r a l i a n - b a s e d D i r e c t o r f e e s o f 1 5 % , U n i t e d S t a t e s - b a s e d D i r e c t o r f e e s o f 6 % a n d t h e B o a r d C h a i r f e e o f 1 8 % . Having regard to the period since the last fee review, these increases are equivalent to annualised increases of approximately 3 . 8 % p e r a n n u m f o r A u s t r a l i a n - b a s e d D i r e c t o r s , 1 . 4 % p e r a n n u m f o r U n i t e d S t a t e s - b a s e d D i r e c t o r s a n d 4 . 4 % p e r a n n u m f o r the Board Chair. In addition, the Board standardised committee fees for internationally based NEDs and agreed a simplified approach to ongoing fee reviews. The role of Deputy Chair was removed and in response to feedback received, the travel allowance was removed. The number of independent NEDs stabilised at six (down from eight in prior years) resulting in a total expense of $1.9 million compared to the prior year of $2.2 million, and well within the shareholder-approved cap of $3.0 million. Further detail is set out in Section 8.1. Conclusion On behalf of the Board, I would like to thank our shareholders and broader stakeholders for their continued engagement and constructive feedback on our remuneration approach. The Board remains committed to ensuring remuneration outcomes are appropriately aligned to shareholder interests, while supporting the attraction and retention of capability required to deliver the Group’s strategy. I also sincerely thank our people across the entire Perpetual Group, who have continued to deliver for clients and shareholders during a period of sustained uncertainty and change. Yours sincerely, Fiona Trafford-Walker Chair, People and Remuneration Committee Directors' Report for the year ended 30 June 2026 12
Page 14
Remuneration Report (Audited) Contents 1. Our remuneration philosophy and approach 13 2. Key Management Personnel for FY26 16 3. Changes to Executive KMP fixed remuneration and target Variable Incentives in FY26 16 4. Variable Reward approach and outcomes 17 5. Remuneration Governance 22 6. Risk and Sustainability 23 7. Data disclosures - Executive KMP 25 8. Non-executive Director remuneration 31 9. Key Terms 34 1. Our remuneration philosophy and approach Perpetual’s remuneration philosophy is designed to enable the achievement of our business strategy, ensure that remuneration outcomes are aligned with the best interests of our shareholders and clients and are market competitive. To that end, we use the following guiding principles to direct our remuneration approach. 1.1 Remuneration principles Our remuneration policy is designed around six guiding principles, which aim to: 1. attract, motivate and retain the desired talent; 2. balance value creation for shareholders, clients and employees; 3. facilitate the accumulation of Perpetual equity or investments in product to drive an ownership mentality and long-term alignment of interests; 4. embed and encourage sound risk management, behaviours and conduct; 5. be simple, transparent, equitable and easily understood and administered; and 6. be supported by a governance framework that avoids conflicts of interest and ensures proper controls are in place. 1.2 Remuneration policy for CEO and other Executive KMP CEO and other Executive KMP remuneration Perpetual has a transparent remuneration model that is aligned to our business strategy and supports the attraction and retention of talent. With the exception of the CT CEO, each Executive KMP has a target Variable Incentive amount that will form the starting basis for the Board’s determination of each year’s allocation. See below for further detail on the arrangement for the CT CEO. Fixed Fixed reward Paid as cash Set in consideration of the total target remuneration package and the desired remuneration mix for the role, taking into account the remuneration of market peers, internal relativities and the skill and expertise brought to the role. Calculated on a ‘total cost to company’ basis, consisting of cash salary, pension, and in Australia, packaged employee benefits and associated fringe benefits tax (FBT). FIXED VS. VARIABLE COMPONENT CASH VS. EQUITY EXPLANATION OF COMPONENT 13
Page 15
Variable Incentive (subject to Group Scorecard prior to allocation) Cash Paid as cash Each participant has a Variable Incentive target, expressed as a defined dollar target amount. Annual Variable Incentive outcomes are linked to performance against key business metrics directly linked to our strategy. The Variable Incentive is awarded as a mix of Cash and Unhurdled Equity. The Unhurdled Equity component is awarded as Share Rights, which vest after two years into Restricted Shares for a further two years. Unhurdled Equity Awarded as equity Variable Incentive (not subject to Group Scorecard prior to allocation) Hurdled Equity Awarded as equity The Hurdled Equity component is awarded in the form of Performance Rights (subject to performance hurdles of absolute TSR) which vests equally over three and four years (with any vested equity tested after three years restricted for a further year). The emphasis on equity ensures that Variable Incentive outcomes are linked to shareholder experience through reinforcing long- term ownership of Perpetual shares. FIXED VS. VARIABLE COMPONENT CASH VS. EQUITY EXPLANATION OF COMPONENT The absolute three- and four-year TSR performance hurdles will be aligned to the following achievement scale. COMPOUND ANNUAL GROWTH IN TSR PERCENTAGE OF RELEVANT TRANCHE OF PERFORMANCE RIGHTS THAT VEST Less than 7% per annum 0% 7% to 10% per annum Straight-line vesting from 50% to 100% 10% or above per annum 100% The number of Performance Rights granted for FY26 performance will be determined by dividing the relevant variable incentive award dollar amount by the five-day VWAP1 prior to the grant date. This approach is consistent with the practice adopted every year for Executive KMP awards. 1.3 Features of the KMP Variable Incentive Plan Structure of the KMP Variable Incentive Plan The diagram below summarises the structure and vesting schedules of the Executive KMP Variable Incentive plan awards for FY26. The FY26 Group Scorecard assessment impacts the Variable Incentive Cash and Variable Incentive Unhurdled Equity, but not the Hurdled Equity component. Directors' Report for the year ended 30 June 2026 14 1 The Volume Weighted Average share price provides the average price that a security has traded at throughout the day or agreed period.
Page 16
CT CEO remuneration The CT CEO will continue to be eligible to receive the same remuneration components as other Executive KMP, comprising f i x e d r e m u n e r a t i o n , a n a n n u a l c a s h i n c e n t i v e a n d l o n g - t e r m i n c e n t i v e s d e l i v e r e d t h r o u g h b o t h u n h u r d l e d a n d h u r d l e d equity. However, variable remuneration opportunities are now determined by reference to a percentage of CT UBPT. The applicable percentage is assessed annually within an approved range, with the Board determining the final outcome based on performance against a balanced scorecard comprising financial, strategic and risk management measures. This now more directly aligns the CT CEO’s total remuneration outcomes with the performance of the CT business. Remuneration mix Executive KMP have a significant portion of their remuneration linked to performance and at risk, with the Board able to risk- adjust remuneration if required. There is a strong alignment to long-term incentives for Executive KMP, as Perpetual believes in meaningful equity ownership for this key group. Total remuneration continues to be determined using a range of factors including Perpetual’s market peers. The table below shows the average on target remuneration mix for Executive KMP as at 30 June 2026 (excluding the CEO, CT due to the profit share arrangement outlined above). 15
Page 17
2. Key Management Personnel for FY26 NAME POSITION TERM AS KMP IN FY26 Executive KMP Current Bernard Reilly Chief Executive Officer and Managing Director Full Year Suzanne Evans Chief Financial Officer Full Year Mark Smith Chief Executive, Wealth Management Full Year Richard McCarthy Chief Executive, Corporate Trust Full Year Non-executive KMP Current Gregory Cooper Chair Full Year Christopher Jones Independent Director Full Year Fiona Trafford-Walker Independent Director Full Year Mona Aboelnaga Kanaan Independent Director Full Year Philip Wagstaff Independent Director Full Year Paul Ruiz Independent Director Full Year 3. Changes to Executive KMP fixed remuneration and target Variable Incentives in FY26 Changes to FY26 fixed remuneration and/or target Variable Incentives were agreed for Executive KMP, as follows. Section 7 of this report provides detailed information on individual Executive KMP remuneration levels. Suzanne Evans, Chief Financial Officer – The Board regularly reviews executive remuneration against external benchmarks to ensure continued alignment with market practice and shareholder expectations. – To address the need to maintain appropriate market alignment, particularly given the critical nature of Ms Evans role to the delivery of the Group’s strategic priorities, effective 1 July 2026, Ms Evans received an increase to her cash and unhurdled variable incentive targets from $275,000 to $325,000. – There were no changes to Ms Evans’ fixed remuneration or hurdled variable incentive target. – When making this decision, the Board took into consideration that this increase to remuneration is entirely ‘at risk’ and subject to Perpetual’s future performance. REMUNERATION COMPONENT CURRENT NEW (EFFECTIVE 1 JULY 26) PERCENTAGE UPLIFT Fixed remuneration $550,000 $550,000 — Target cash Variable Incentive $275,000 $325,000 18% Target Unhurdled Equity Variable Incentive $275,000 $325,000 18% Target Hurdled Equity LTI Variable Incentive $600,000 $600,000 — Total $1,700,000 $1,800,000 6% Mark Smith, Chief Executive Wealth Management – To address the need for ongoing stability and continuity of leadership during the ongoing sale process of WM, effective 1 October 2025, Mr Smith received an increase to his fixed remuneration from $730,000 per annum to $850,000 per annum. – There were no changes to any other components of Mr Smith’s target remuneration. – When making this decision, the Board also took into consideration that this will not be an ongoing cost to Perpetual shareholders after the sale of WM has completed. REMUNERATION COMPONENT CURRENT NEW (EFFECTIVE 1 OCTOBER 25) PERCENTAGE UPLIFT Fixed remuneration $730,000 $850,000 16% Target cash Variable Incentive $350,000 $350,000 — Target Unhurdled Equity Variable Incentive $350,000 $350,000 — Target Hurdled Equity LTI Variable Incentive $350,000 $350,000 — Total $1,780,000 $1,900,000 7% Directors' Report for the year ended 30 June 2026 16
Page 18
4. Variable Reward approach and outcomes 4.1 Alignment of performance and reward to strategy Variable remuneration is designed to reward Executive KMP for their performance over the course of the year, provided they have achieved performance standards based on financial and non-financial measures focused on delivering short and long-term value. The variable remuneration structure is designed to drive business strategy with outcomes being aligned to shareholders. 4.2 Performance commentary for FY26 At a Group level, Perpetual delivered a statutory NPAT result of $88.9 million, well above the target of $67.3 million. The result was primarily driven by lower than anticipated Significant Items associated with the sale of the Wealth Management business and the Simplification Program, the recognition of a tax credit and favourable market conditions during the year, partially offset by the non-cash impairment in TSW. The Board considered these factors in its assessment of performance and remuneration outcomes. AM delivered Underlying Profit Before Tax (UPBT) of $207.5 million for FY26, exceeding target by 17.9% and also 3.2% above FY25. The result was supported by positive market movements, partially offset by foreign exchange impacts and higher than expected net outflows. AM Annualised Net Revenue (ANR) was below target at $(84.2) million, reflecting challenging net flows of $(25.1) billion during the year, which contributed to Assets Under Management (AUM) reducing to $224.4 billion as at 30 June 2026. While profitability exceeded target, the Board recognise that net flow and revenue outcomes remained below target and they continue to be an area of focus. CT delivered strong performance in FY26 with delivery of UPBT of $98.8 million, representing year-on-year growth of 8.7%. This result was driven by continued revenue growth in Debt Market Services, Managed Fund Services and Digital and Markets. As at 30 June 2026, CT Funds Under Administration totalled approximately $1.3 trillion, flat compared to 30 June 2025. WM delivered UPBT of $44.0 million in FY26, representing a (14.6)% decline on the prior year. The business has over the past year faced challenging circumstances with WM net flows of $188.2 million falling below the target of $405.0 million, with closing Funds Under Advice of $22.1 billion remaining flat from FY25. Investment performance in AM declined relative to FY25 and was below target, with 51% of funds meeting their performance o b j e c t i v e s o v e r a t h r e e - y e a r h o r i z o n . P e r f o r m a n c e a c r o s s A u s t r a l i a n e q u i t i e s s t r a t e g i e s a t b o t h P e r p e t u a l a n d P e n d a l d e c l i n e d during the year, with the exception of Microcap strategies, which outperformed their benchmarks. Fixed Income performance was strong across the platform, with all Perpetual and Pendal strategies outperforming. Internationally, investment performance was mixed. J O Hambro’s UK and Emerging Markets equity teams delivered strong outcomes, with most funds outperforming their benchmarks, while US boutique Barrow Hanley recorded solid results, with 73% of funds outperforming. In contrast, J O Hambro Global and International equities strategies, together with those of Trillium and TSW, experienced performance challenges. The Group continued to make progress against its non-financial measures, with performance considered on plan for the key strategic initiative of the sale of WM, with a binding sale agreement signed with Bain Capital and all separation activity on track. The Simplification Program continued to progress ahead of plan during FY26, delivering annualised cost savings of $72.6 million, compared to the target of $60 million by the end of the program's second year. Management remained focused on t h e d e l i v e r y o f k e y i n i t i a t i v e s , i n c l u d i n g f i n a n c e s y s t e m s t r a n s f o r m a t i o n , b a c k a n d m i d d l e - o f f i c e s i m p l i f i c a t i o n a n d t h e o n g o i n g r i g h t - s i z i n g o f s u p p o r t f u n c t i o n s . T h e B o a r d r e m a i n s c o n f i d e n t t h a t t h e p r o g r a m i s w e l l p o s i t i o n e d t o a c h i e v e i t s FY27 annualised cost savings target of $70 million to $80 million. In assessing overall performance, the Board considered both the financial outcomes achieved and the disciplined execution of strategy in a period of ongoing transformation and external market volatility. Directors' Report for the year ended 30 June 2026 17
Page 19
4.3 Group Scorecard assessment The Board assesses performance against a balanced scorecard comprising financial outcomes and strategic priorities aligned t o t h e G r o u p ’ s m e d i u m - t e r m o b j e c t i v e s . F o r F Y 2 6 , p e r f o r m a n c e w a s e v a l u a t e d a c r o s s s t a t u t o r y f i n a n c i a l m e a s u r e s , a l o n g s i d e the delivery of key future value drivers and strategic initiatives. At Perpetual, we are committed to alignment of shareholder expectations and remuneration practices and policy. During the FY25 engagement process with proxy advisers, a key concern was raised relating to the use of a negative statutory NPAT target and the application of discretion to consider Underlying Profit After Tax (UPAT). Although continued volatility in n o n - r e c u r r i n g S i g n i f i c a n t I t e m s r e m a i n e d a f e a t u r e o f F Y 2 6 , t h e p o s i t i v e a n d n e g a t i v e i m p a c t s o f t h e s e l a r g e l y o f f s e t e a c h other. This meant the Board considered that NPAT remained the most appropriate primary measure of financial performance in FY26. In FY26, the Perpetual Group Scorecard was structured to align closely with shareholder interests and strategic priorities. The Group Scorecard was weighted 85% towards financial measures, reflecting the importance of delivering sustainable earnings growth. Within that 85%, 70% was based on achieving the NPAT target, with 15% allocated to future value drivers, including new business revenue and net flows. Within the non-financial measures, the Group’s cost reduction program and completion of WM sale accounted for 10% as the key strategic objectives for FY26, and 5% was linked to client outcomes designed to deliver value over both the short and long term. STRATEGIC MEASURE WEIGHT FULL YEAR PERFORMANCE Financial 85% Outcome Comments Group NPAT 70% Target: $67.3m Actual: $88.9m Measure exceeded target. AM - Annualised Net Revenue (ANR) 15% Target: $(23.9)m Actual: $(84.2)m Measure below target due to higher than anticipated outflows in AM. CT – New Business Revenue Target: $26.3m Actual: $33.3m Measure exceeded target with CT continuing to deliver consecutive years of strong revenue growth. WM – Net Flows Target: $405m Actual: $188.2m Measure below target. Client 5% Outcome Comments % of funds meeting investment objectives over three years 5% Target: 60% Actual: 51% Measure below target with a number of funds dropping below their objectives in FY26. Strategic Priorities 10% Outcome Comments Progress completion of WM sale to deliver optimum value to shareholders 10% Measure met Measure met with entry into binding agreement with Bain Capital for the sale of WM. Progress towards the 3-year Group cost out program to be delivered by FY27 ($70-80m cost out) Measure exceeded Measure exceeded with the Simplification Program on track to deliver the FY27 cost out target of $70-$80m. Life to Date Program (July 2024 to June 2026) annualised savings are $72.6m against the target of $60.0m by the end of FY26. 4.4 Executive KMP Variable Incentive group, business unit and individual weightings For all KMP except Mr McCarthy, individual Variable Incentive awards are determined through an assessment of performance against the Group Scorecard, business unit performance against agreed priorities and individual performance, which includes an assessment of behavioural expectations for all Executive KMP. Executive KMP must also meet risk, compliance and sustainability requirements to be eligible to receive a Variable Incentive payment. The relative weights of Group and business unit performance reflect our primary focus on delivering strong Group outcomes for our shareholders. – CEO outcomes were weighted 40% to Perpetual Group performance, 30% towards performance of AM (reflecting his dual role as Chief Executive, Asset Management) and 30% to individual performance. Directors' Report for the year ended 30 June 2026 18
Page 20
– Executive KMP supporting Group functions (Ms Evans) outcomes were weighted 60% to Perpetual Group performance and 40% to business unit and individual performance. – Executive KMP with responsibility for the P&L of a business unit (Mr Smith) outcomes were weighted 40% to Perpetual Group performance and 60% to business unit and individual performance. This difference aims to provide greater focus on delivery against agreed business unit financial and non-financial goals. – As outlined in the FY25 Remuneration Report, Mr McCarthy’s Variable Incentive is now determined as a percentage of CT UPBT and based on his individual performance and the performance of CT. See Section 1.3 for more details. PERPETUAL PERFORMANCE BUSINESS UNIT PERFORMANCE INDIVIDUAL PERFORMANCE CEO (Mr Reilly) 40% 30% 30% Executive KMP Group functions (Ms Evans) 60% 40% Executive KMP P&L functions (Mr Smith) 40% 60% Chief Executive CT (Mr McCarthy) 0% 100% 4.5 CEO performance and reward outcomes The Board’s assessment of the contribution of the CEO for FY26 was made against the Group Scorecard results, AM’s results and agreed individual priorities set for the CEO. The Group Scorecard achievements are set out in Section 4.3 of this report. In addition to leading business as usual initiatives, for which no incentive was allocated, the CEO made significant contributions as follows in FY26. – The agreement and execution of a binding sale agreement for WM, including development of both pre- and post-sale strategies for the Group. This followed the pivot needed post the termination of the Scheme of Arrangement with KKR. – Strong progress on the J O Hambro turnaround strategy, including material changes to the operating model and the appointment of a new CEO, Mr Bill Street. – Played a key role in managing the Trillium leadership transition and contributed to shaping the refreshed strategic direction. – Drove significant progress against the Group’s multi-year cost reduction program, exceeding the FY26 target and remaining on track to exceed FY27 targets. In considering these and weighing up his overall contribution, the Board has determined to award the CEO an overall outcome of 106% of target, or 61% of maximum in respect of FY26. The Board has also determined to award the CEO the full 100% of the Hurdled Equity component of his remuneration, enabling the CEO to participate in potential future value with shareholders through effective strategy execution in the medium to longer term. Directors' Report for the year ended 30 June 2026 19
Page 21
4.6 FY26 Variable Incentive outcomes for all Executive KMP In determining annual Variable Incentive outcomes for the Executive KMP, the Board seeks to balance shareholder and client outcomes, while encouraging and rewarding Executive KMP for creating sustainable shareholder value. Performance, risk and reward are considered within the context of the longer-term business strategy. The Board is disappointed with the share price performance over the course of FY26 and the negative impact on shareholders. In determining KMP outcomes, the Board balanced the shareholder experience against management’s delivery of the Group’s business plan and financial outcomes, as well as progress against strategic priorities. The Board considers that the resulting remuneration outcomes are measured and fair and reflect both the financial performance achieved and the disciplined execution of strategy during the period. With the exception of Richard McCarthy (discussed further in Section 1.3), the Board has structured the variable remuneration framework to clearly distinguish between target and maximum outcomes. Achievement of balanced scorecard measures at target results in a variable remuneration outcome of 100% of target opportunity, reflecting delivery of planned performance. This target outcome represents 100% of a possible maximum opportunity of up to 175%, with the maximum only available where performance materially exceeds target across the balanced scorecard. In arriving at Variable Incentive outcomes for FY26, the Board weighed the financial performance of the business alongside the disciplined execution of strategy and client outcomes. The table below provides the total Variable Incentive outcome (both cash and equity portions) received by the Executive KMP for FY26. As the Hurdled Equity component is subject to forward-looking performance hurdles (described in Section 1.2), it is typically awarded at 100% of target. B Reilly 636,000 636,000 1,272,000 1,200,000 106% 2,100,000 61% 1,200,000 1,200,000 S Evans 330,550 330,550 661,100 550,000 120% 962,500 69% 600,000 600,000 M Smith 286,300 286,300 572,600 700,000 82% 1,225,000 47% 350,000 350,000 R McCarthy5 575,000 575,000 1,150,000 N/A N/A N/A N/A 400,000 400,000 Total 1,827,850 1,827,850 3,655,700 2,450,000 103% 4,287,500 59% 2,550,000 2,550,000 NAME VARIABLE INCENTIVE CASH VARIABLE INCENTIVE UNHURDLED EQUITY¹ TOTAL VARIABLE INCENTIVE (CASH + UNHURDLED) FY26 VARIABLE INCENTIVE TARGET (CASH + UNHURDLED) FY26 VARIABLE INCENTIVE (AS % OF TARGET)2 MAX @ 175% OF TARGET3 FY26 VARIABLE INCENTIVE (AS % OF MAX) TARGET HURDLED EQUITY ACTUAL HURDLED EQUITY AWARDED4 $ $ $ $ % $ % $ $ Current Executives 1. Variable Incentive Unhurdled Equity awarded as Share Rights with tenure based hurdles only. 2. Represents the sum of the Cash and Unhurdled Variable Incentive outcome for FY26 as a percentage of target Cash and Unhurdled Variable Incentive. 3. Maximum opportunity Executives may earn under the Cash and Unhurdled elements of the Variable Incentive Plan. 4. Variable Incentive Hurdled Equity awarded as Performance rights with an absolute Total Shareholder Return hurdle. 5. For further information on Mr. McCarthy's remuneration structure, see Section 1.3. Directors' Report for the year ended 30 June 2026 20
Page 22
4.7 Variable Incentive outcomes and five-year Group performance One of Perpetual’s guiding remuneration principles is that the remuneration structure should balance value creation for our shareholders, clients and employees. The table below shows Perpetual’s five-year performance across a range of metrics and corresponding incentive outcomes. Note that Mr Reilly assumed the CEO role from September 2024 and the prior years’ outcomes therefore reflect those for the prior CEO. Following changes to the Group's operating model, accountability for customer outcomes is now assessed at a business unit l e v e l . C o n s e q u e n t l y , N e t P r o m o t e r S c o r e ( N P S ) i s n o l o n g e r m e a s u r e d o n a c o n s i s t e n t G r o u p - w i d e b a s i s a n d h a s b e e n removed from the table below to ensure reported metrics remain aligned with management accountability and performance assessment. As noted previously, the Board is disappointed in the share price performance but also recognises the need to remunerate what is essentially a management team that had been in place for just under two years at 30 June 2026 for what they have achieved in that time and the changes made to strengthen the Company’s future prospects. Section 4.9 shows the vested and lapsed outcomes of previously allocated Variable Incentives. FY22 FY23 FY24 FY25 FY26 30 JUNE 2022 30 JUNE 2023 30 JUNE 2024 30 JUNE 2025 30 JUNE 2026 Net profit (loss) after tax - NPAT $m 101.2 59.0 -472.2 -58.2 88.9 Underlying profit after tax - UPAT $m 148.2 163.2 206.1 204.1 217.0 Earnings per share - UPAT1 cps 258 197 179 181 186 Total dividends paid/payable per ordinary share2 cps 209 155 118 115 122 Closing share price $ 28.88 25.88 21.31 18.06 15.50 1-year TSR % (22.7) (3.9) (12.6) (9.9). (7.9) 3-year CAGR TSR % (6.4) (1.7) (12.8) (8.2) (9.7) 4-year CAGR TSR % (2.7) (5.7) (1.5) (11.6) (7.7) 5-year CAGR TSR % (6.5) (2.8) (6.5) (2.8) (10.5) CEO - Variable Incentive as % of target3 % 106 55 80 95 106 CEO - Variable Incentive as % of maximum target3 % 61 31 46 54 61 KMP (excluding CEO) - Variable Incentive as % of target % 103 49 83 90 101 KMP (excluding CEO) - Variable Incentive as % of maximum target % 59 28 47 51 58 1. EPS - UPAT includes combined continued and discontinued operations. 2. Dividends paid are for the respective financial year. 3. CEO Variable Incentive outcomes for FY22 to FY24 are for Perpetual’s previous CEO, Rob Adams. FY25 and FY26 Variable Incentive outcomes are for Bernard Reilly. Directors' Report for the year ended 30 June 2026 21
Page 23
4.8 Minimum shareholding guideline for Executive KMP A minimum shareholding guideline applies to Executive KMP. The purpose of this guideline is to strengthen the alignment between Executive KMP and shareholders’ interests related to the long-term performance of the Perpetual share price. Under this guideline, Executive KMP are expected to establish and hold a minimum shareholding to the value of: – CEO: 1.5 times fixed remuneration; and – Other Executive KMP: 0.5 times fixed remuneration For the purposes of this calculation, the value of each vested Restricted Share still held under restriction for the Executive KMP is treated as being equal to 50% of actual value, as this approximates the value of the share in the hands of the Executive after allowing for tax. Unvested shares or rights do not count towards the target holding. A five-year transition period from the date of appointment to an Executive KMP role gives Executive KMP reasonable time to meet their shareholding guideline. Where the guideline is not met after the required time period, the CEO and other Executive KMP may be restricted from trading vested shares. As at 30 June 2026, progress towards the minimum shareholding target for each Executive KMP can be found in Section 7.4. Perpetual’s main equity vesting events for Executive KMP occur in September each year (see Section 7.5 for further information on upcoming vesting events). 4.9 Vesting and lapsing outcomes of prior year equity awards Vesting of the FY23 Unhurdled Variable Incentive Equity award into Restricted Shares In September 2025, the two-year tranche of FY23 KMP Unhurdled Equity Variable Incentive vested into Restricted Shares. As these awards were Unhurdled Equity, no financial hurdle was needed to be met, however the vesting of the awards remained subject to the Board’s assessment of whether any risk, conduct or other issues occurred during or after the vesting period that would warrant the application of applicable malus and clawback provisions. The Board’s review identified no risk, conduct or other issues that would warrant an impact on individual Executive KMP vesting outcomes for these awards. Lapsing of FY21 KMP Hurdled Equity award (four-year tranche) and FY22 KMP Hurdled Equity award (three-year tranche) – The four-year tranche of the KMP FY21 Hurdled Equity allocation was tested in September 2025 and did not meet the threshold CAGR absolute TSR hurdle range of 7-10% required for vesting. As a result, this tranche of the KMP FY21 Hurdled Equity allocation lapsed and will not be retested. – The three-year tranche of the KMP FY22 Hurdled Equity allocation was also tested in September 2025 and did not meet the CAGR absolute TSR hurdle range of 7-10% required for vesting. As a result, this tranche of the KMP FY22 Hurdled Equity allocation lapsed and will not be retested. Lapsing of Tranche 1 of the KMP Growth Incentive (three-year tranche) – The three-year tranche of the one-off KMP Growth Incentive (allocated in FY22) was also tested in September 2025 and did not meet the threshold CAGR absolute TSR hurdle range of 10-15% required for vesting. As a result, this tranche of the KMP Growth Incentive lapsed and will not be retested. 5. Remuneration Governance 5.1 The People and Remuneration Committee The PARC is a committee of the Board and is comprised of independent NEDs. Operating under delegated authority from the Board, the PARC evaluates and monitors people and remuneration practices to ensure that the performance of Perpetual Group is optimised with an appropriate level of governance while balancing the interests of shareholders, clients and employees in order to support the delivery of the Group’s strategy. The PARC’s terms of reference were updated in July 2025 and are available on our website1. The terms of reference are intentionally broad, encompassing remuneration as well as the key elements of Perpetual’s people and culture strategy. This enables the PARC to focus on ensuring high quality talent management, succession planning and leadership development at all levels of Perpetual. The PARC met seven times during the year, with attendance details set out on page 7 of this Directors’ Report. A standing invitation exists to all NEDs to attend PARC meetings. At the PARC’s invitation, the CEO, the Chief Operating Officer (COO) and the Head of Performance and Reward attended meetings, except where matters associated with their own performance evaluation, development or remuneration were considered. The PARC considers advice and views from those invited to attend meetings and draws on services from a range of external sources, including remuneration advisers where considered appropriate. Directors' Report for the year ended 30 June 2026 22 1 perpetual.com.au/4a18d7/globalassets/_au-site-media/01-documents/04-group/02-governance--policy/2025/parc-terms-of-reference---final- approved-31.07.2025.pdf
Page 24
5.2 Remuneration approval process The Board, through the Chair of the Board, conducts a formal review of the performance of the CEO on an annual basis. The Chair, in consultation with the PARC, then makes recommendations directly to the Board for approval of the Variable Incentive allocation. For other Executive KMP, the CEO makes recommendations to the PARC on Variable Incentive allocations. Once recommendations are reviewed and endorsed, the PARC makes recommendations for the Executive KMP to the Board for final approval. 5.3 Hedging and share trading policy Consistent with Corporations Act obligations, Perpetual’s Share Trading Policy prohibits employees and Directors from entering into hedging arrangements in relation to Perpetual shares. 5.4 Share dealing approval Perpetual has a policy for trading in Perpetual shares which stipulates certain trading black-out periods and requires all employees to seek pre-trade approval via an automated platform. A copy of the policy has been lodged with the ASX and appears on Perpetual’s website1. 6. Risk and Sustainability 6.1 Incorporating risk, conduct and behaviours into performance Risk management is a fundamental focus within our business and the Perpetual Board has the responsibility and makes the commitment to ensure that Perpetual has a sound risk management framework in place. Perpetual’s Chief Risk Office is a centralised corporate function, managed by the Chief Risk Officer (CRO), who reports directly to the CEO. The CRO function has developed risk measurement systems and practices that are utilised when determining ‘at risk’ remuneration. Risk management is a key performance metric at a Group, business unit and individual level. The Board, the PARC and people leaders have a range of mechanisms available to adjust remuneration and incentive outcomes to reflect behavioural, risk or compliance outcomes (both upwards or downwards) at a Group, business unit and individual level. The table below summarises the range of mechanisms available and their intended operation. Risk dashboards (apply at a Group or business unit level) Incentive funding can be adjusted (upwards or downwards) following a combined ARCC and PARC review of Group and business unit risk ‘dashboards’, which are produced by the Risk and Internal Audit functions throughout the year as well as leading into financial year-end. Behavioural ratings – Perpetual Behaviours and Risk Ratings Individual behavioural and risk assessments are undertaken for most employees at Perpetual, noting that acquired businesses may operate their own risk and behavioural assessment frameworks. For Perpetual Group employees, the behavioural and risk components of their individual scorecard effectively moderate employee performance outcomes. Behaviour is assessed against expectations across a four-point scale and can result in either upward or downward adjustments to performance ratings and reward or bonus outcomes. Additionally, a discrete risk assessment is undertaken for most employees using a consistent framework covering a range of risk measures and expectations across various seniority levels of the organisation. Malus provisions and international equivalents These allow for the Board to adjust or lapse any unvested incentive awards where, in the opinion of the Board, the participant has acted fraudulently and/or dishonestly, has breached his or her obligations to the Group, where outcomes have been misstated, or where the Board determines at its sole discretion that outcomes are inappropriate. Clawback provisions and international equivalents These allow for the Board to reclaim (or claw back) vested incentives where, in the opinion of the Board, vesting occurred as a result of fraud, dishonesty, a breach of obligations or where outcomes have been misstated. This applies to both current and former employees. Risk and Reward Committee A management committee comprised of the CEO and CRO reviews the application of risk and behavioural adjustments to compensation outcomes as part of the compensation review process. Board discretion Overriding the above mechanisms, the Board, and in some instances management, has discretion to adjust proposed incentive or vesting outcomes, subject to the applicable rules governing each incentive plan. The discretion to vary incentive outcomes from the agreed formulas ranges from absolute unfettered discretions to more limited discretions which may only be applied in specific circumstances. MECHANISM DESCRIPTION / INTENTION OF THE MECHANISM In addition to the above mechanisms, Perpetual: – performs detailed scenario testing on potential outcomes under any new or changed incentive plans; Directors' Report for the year ended 30 June 2026 23 1 perpetual.com.au/49d280/globalassets/_au-site-media/01-documents/04-group/02-governance--policy/2025/personal-trading-in-ppt-securities- app-28.05.2025.pdf
Page 25
– reviews the alignment between proposed remuneration outcomes and performance achievement for incentive plans on an annual basis; and – delivers a significant portion of variable remuneration as deferred incentives (for more senior employees) in equity or investments in products to align remuneration with longer term shareholder and client outcomes. An employee’s approach to managing risk is a key factor when considering yearly performance. Risk management performance measures are overlaid in employee scorecards as per the graphic below. These measures are considered when assessing overall performance and incentive payments. 6.2 FY26 Risk Performance FY26 full year risk performance results demonstrate continued focus on risk, compliance and conduct across the Group and are considered positive given the extent of transformational change that has continued over the last 12 months, as outlined below: – the sale of WM; – the continued progress towards internal business line separation and transition to a leaner and simplified operating model, including the completion of standalone businesses with dedicated end-to-end support functions; – growing inbound regulatory engagement in Australia and the evolving regulatory operating environment across our global business; and – management of other key initiatives throughout the business during a period of challenging market conditions globally. Overall, the risk management framework clearly defines the expected behaviours and ensure risk remains adequately prioritised despite the strain on the business. Divisions showed predominantly positive risk behaviours through the year. Notwithstanding this, results for some isolated metrics across the business are being closely monitored to ensure the desired risk behaviours underpinning our strong risk culture remain prioritised and supported. Where deviations from expected risk behaviours have occurred, relevant management and employees have received a remuneration reduction for the full year. The quantum of adjustments is commensurate with the degree of the deviation from the behaviours expected and is considered in the context of overall remuneration outcomes. 6.3 Incorporating sustainability into performance and FY26 sustainability performance FY26 was a transitional year for Perpetual with regards to our sustainability strategy due to the changes within the Group, and a streamlined approach was used to assess sustainability performance on an interim basis. The FY26 Sustainability Overlay established interim sustainability-related performance expectations for the Executive KMP during FY26, reflecting the transition between Perpetual’s previous Sustainability Strategy, Perpetual’s Prosperity Plan (which concluded in FY25), and the new Sustainability Strategy, launched in our FY26 Sustainability Report. A streamlined approach was adopted during this transitional year to assess Perpetual Group’s sustainability performance. This included a focus on assessing executives on progress towards the delivery of Australian Sustainability Reporting Standards (ASRS) requirements and our Diversity, Equity and Inclusion strategy. Based on progress, no adjustments were made to bonus funding at either the Group or divisional level and there were no adjustments to individual Executive KMP Variable Incentive outcomes for FY26. Perpetual’s new Sustainability Strategy will be launched in our FY26 Sustainability Report. Directors' Report for the year ended 30 June 2026 24
Page 26
7. Data disclosures - Executive KMP 7.1 Remuneration of Executive KMP - Statutory Reporting B Reilly 2026 970,000 636,000 - 57,692 - 30,000 16,673 - - 386,350 - 2,096,715 49 % 20258 803,401 393,014 - 63,646 - 29,932 13,795 - - 79,357 - 1,383,145 34 % S Evans 2026 511,538 330,550 - 14,808 - 30,000 9,070 - - 53,734 - 949,700 40 % 2025 - - - - - - - - - - - - - M Smith 2026 790,735 286,300 - 3,269 30,000 (3,476) - - 512,224 - 1,619,052 49 % 2025 700,068 259,000 - 39,438 681,000 29,932 (29,944) - - 468,184 - 2,147,678 34 % R McCarthy 2026 720,000 575,000 - (5,769) - 30,000 17,878 - - 551,359 - 1,888,468 60 % 2025 620,068 406,000 - 25,438 320,600 29,932 10,837 - - 508,090 - 1,920,965 48 % SHORT-TERM BENEFITS POST-EMPLOYMENT BENEFITS OTHER LONG- TERM BENEFITS6 EQUITY-BASED BENEFITS7 TERMINATION PAYMENTS TOTAL PERFORMANCE LINKED BENEFITS CASH SALARY1 VARIABLE INCENTIVE CASH2 NON- MONETARY BENEFITS3 OTHER4 RETENTION AWARDS5 SUPERANNUATION LONG SERVICE LEAVE OTHER LONG-TERM EMPLOYEE BENEFITS SHARES PERFORMANCE RIGHTS NAME $ $ $ $ $ $ $ $ $ $ $ $ % Current Executives 1. Cash salary is the ordinary cash salary received in the year including payment for annual, long service, personal leave or other types of paid leave taken. 2. Variable Incentive cash payments consist of cash payments to be made in September 2026 for the CEO and Group Executives. 3. Non-monetary benefits represent those amounts salary sacrificed from fixed remuneration to pay for benefits such as leased motor vehicles, car parking, and purchased leave. 4. Other short-term benefits relate to: - salary continuance and death and total and permanent disability insurance provided as part of the remuneration package; and - the value of accrued annual leave for FY26 less leave taken which is depicted as cash salary. 5. Retention awards relating to the strategic review as referenced in Section 1.3 of the 2024 Remuneration Report. 6. The value of accrued long service leave for FY26 less leave taken, which is depicted as cash salary. 7. Share-based remuneration includes costs incurred in FY26 for the FY22, FY23, FY24, FY25 and FY26 Variable Incentive equity grants. Share-based remuneration has been valued using the Black Scholes method (for un- hurdled equity) and the Monte Carlo simulation method (for hurdled equity), which considers the performance hurdles relevant to each issue of equity instruments. The value of each equity instrument has been provided by PricewaterhouseCoopers. Share-based remuneration is the amount expensed in the financial statements for the year and includes adjustments to reflect the most current expectation of vesting of LTI grants with non- market condition hurdles. For grants with non-market conditions including earnings per share hurdles, the number of shares expected to vest is estimated at the end of each reporting period and the amount to be expensed in the financial statements is adjusted accordingly. For grants with market conditions such as TSR hurdles, the number of shares expected to vest is not adjusted during the life of the grant and no adjustment is made to the amount expensed in the financial statements (except if service conditions are not met). The accounting treatment of non-market and market conditions are in accordance with accounting standards. 8. Amounts for B Reilly are pro rated for the period 2 September 2024 to 30 June 2025 Directors' Report for the year ended 30 June 2026 25
Page 27
7.2 Executive KMP Remuneration received The table below represents the actual remuneration received by the Executive KMP during FY26. This table differs to the statutory remuneration table on page 25 that has been prepared in accordance with the Corporations Act and Australian Accounting Standards. The difference between the two tables is predominantly due to the accounting treatment of the share-based payments and the timing of receipt of Variable Incentive cash awards awarded in FY25 and received in cash in FY26. NAME TOTAL FIXED REMUNERATION VARIABLE INCENTIVE CASH1 EQUITY VESTED DURING YEAR2 DIVIDENDS PAID ON RESTRICTED SHARES DURING YEAR3 PAYMENTS MADE ON TERMINATION TOTAL $ $ $ $ $ $ Current Executives B Reilly 1,000,000 393,014 - - - 1,393,014 M Smith 820,735 259,000 174,456 23,444 - 1,277,635 R McCarthy 750,000 406,000 268,386 27,230 - 1,451,616 S Evans 541,538 - - 541,538 1. Represents the cash portion of Variable Incentive outcome for FY25 paid in September 2025. 2. Represents the value of equity grants awarded in previous years which vested during the year. 3. Dividends paid on Restricted Shares that remain subject to a holding lock. 7.3 Value of unvested remuneration that may vest in future years The table below shows the estimates of the maximum cost of equity-based remuneration granted by Perpetual should all targets be met in the future. 30/06/20271 30/06/20281 30/06/20291 30/06/20301 30/06/20311 NAME MAXIMUM MAXIMUM MAXIMUM MAXIMUM MAXIMUM $ $ $ $ $ B Reilly 670,429 681,858 286,352 74,523 — S Evans 410,723 264,776 91,174 22,695 — M Smith 521,571 378,067 108,565 25,255 — R McCarthy 137,857 203,428 85,564 30,715 — 1. The minimum value of the grants is $nil if the performance targets are not met. The values above are determined in accordance with accounting standards. The fair value of granted shares is recognised as an employee expense with a corresponding increase in equity. Fair value is measured at grant date and amortised over the performance and/or service period. 7.4 Shareholdings as at 30 June 2026 The table below summarises the movement in holdings of ordinary shares held directly, indirectly, or by a related party during the year and the balance at the end of the year. MINIMUM SHAREHOLDING REQUIREMENTS (MSR) NAME TOTAL SHARES HELD AT 1 JULY 2025 VESTING OF RIGHTS NET OTHER CHANGE1 SHARES HELD PERSONALL Y AT 30 JUNE 2026 SHARES HELD NOMINALLY AT 30 JUNE 20262 TOTAL SHARES HELD AT 30 JUNE 2026 PROGRESS TOWARD MSR3 SHAREHOL DING REQUIREME NT %4 PROGRESS AGAINST MSR5 Current Executives B Reilly 5,180 - - - 5,180 5,180 5.4 % 150 % <5 years as KMP S Evans - - - - - - - % 50 % <5 years as KMP M Smith 53,740 8,577 - 27,589 34,728 62,317 189.4 % 50 % Meets R McCarthy 26,167 13,195 - 39,362 - 39,362 112.9 % 50 % Meets 1. Includes any on and off market acquisition and disposal. 2. Shares held nominally are included in the "Total shares held at 30 June 2026" column. Total shares are held directly by the KMP and indirectly by the KMP's related parties, inclusive of domestic partner, dependents and entities controlled, jointly controlled or significantly influenced by the KMP. 3. Value is calculated through reference to the closing Perpetual share price at 30 June 2026 of AUD $15.50. 4. CEO and Executive minimum shareholding requirements are 150% and 50% of fixed remuneration respectively. 5. Executives have a five year transition period to meet their shareholding requirement. Directors' Report for the year ended 30 June 2026 26
Page 28
7.5 Unvested Share and Performance Rights holdings of the Executive KMP The table below summarises the Share and Performance Rights holdings and movements by number granted to the Executive KMP by Perpetual, for the year ended 30 June 2026. For details of the fair valuation methodology, refer to Section 4.1 of the notes to, and forming part of, the financial statements. Current Executives B Reilly Performance Rights2 1 Apr 2025 19.78 1 Sept 2027 25,278 25,278 8.00 Performance Rights2 1 Apr 2025 19.78 1 Sept 2028 25,278 25,278 7.90 Share Rights3 1 Sept 2025 21.51 1 Sept 2027 18,271 18,271 15.54 Performance Rights4 1 Sept 2025 21.51 1 Sept 2028 27,894 27,894 7.54 Performance Rights4 1 Sept 2025 21.51 1 Sept 2029 27,894 27,894 7.57 Aggregate value $1,593,00 9 $0 $0 M Smith Performance Rights4 1 Sept 2021 41.23 1 Sept 2025 3,421 3,421 17.05 Performance Rights4 1 Sept 2022 27.52 1 Sept 2025 6,085 6,085 12.70 Performance Rights4 1 Sept 2022 27.52 1 Sept 2026 6,085 6,085 11.03 Performance Rights5 1 Sept 2022 8.90 1 Sept 2025 22,471 22,471 8.44 Performance Rights5 1 Sept 2022 8.25 1 Sept 2026 24,242 24,242 7.85 Performance Rights5 1 Sept 2022 7.63 1 Sept 2027 26,212 26,212 7.28 Share Rights3 1 Sept 2023 21.22 1 Sept 2025 8,577 8,577 16.36 Performance Rights4 1 Sept 2023 21.22 1 Sept 2026 8,577 8,577 10.04 Performance Rights4 1 Sept 2023 21.22 1 Sept 2027 8,577 8,577 5.36 Share Rights3 1 Sept 2024 20.04 1 Sept 2026 17,465 17,465 15.63 Performance Rights4 1 Sept 2024 20.04 1 Sept 2027 8,732 8,732 7.89 Performance Rights4 1 Sept 2024 20.04 1 Sept 2028 8,733 8,733 7.82 Share Rights3 1 Sept 2025 21.51 1 Sept 2027 12,040 12,040 16.36 Performance Rights4 1 Sept 2025 21.51 1 Sept 2028 8,135 8,135 8.31 Performance Rights4 1 Sept 2025 21.51 1 Sept 2029 8,136 8,136 8.33 NAME INSTRUMENT GRANT DATE GRANT PRICE VESTING DATE HELD AT 1 JULY 2025 MOVEMENT DURING THE YEAR1 GRANTED FORFEITED VESTED HELD AT 30 JUNE 2026 FAIR VALUE OF INSTRUMENT AT GRANT DATE $ NUMBER OF INSTRUMENTS NUMBER OF INSTRUMENTS NUMBER OF INSTRUMENTS $ Directors' Report for the year ended 30 June 2026 27
Page 29
Aggregate value $608,970 $650,412 $174,456 R McCarthy Performance Rights4 1 Sept 2021 41.23 1 Sept 2025 2,754 2,754 17.05 Performance Rights4 1 Sept 2022 27.52 1 Sept 2025 5,451 5,451 12.70 Performance Rights4 1 Sept 2022 27.52 1 Sept 2026 5,451 5,451 11.03 Performance Rights5 1 Sept 2022 8.90 1 Sept 2025 22,471 22,471 8.44 Performance Rights5 1 Sept 2022 8.25 1 Sept 2026 24,242 24,242 7.85 Performance Rights5 1 Sept 2022 7.63 1 Sept 2027 26,212 26,212 7.28 Share Rights3 1 Sept 2023 21.22 1 Sept 2025 13,195 13,195 16.36 Performance Rights4 1 Sept 2023 21.22 1 Sept 2026 8,247 8,247 10.04 Performance Rights4 1 Sept 2023 21.22 1 Sept 2027 8,246 8,246 5.36 Share Rights3 1 Sept 2024 20.04 1 Sept 2026 13,972 13,972 15.63 Performance Rights4 1 Sept 2024 20.04 1 Sept 2027 6,986 6,986 7.89 Performance Rights4 1 Sept 2024 20.04 1 Sept 2028 6,986 6,986 7.82 Share Rights3 1 Sept 2025 21.51 1 Sept 2027 18,874 18,874 16.36 Performance Rights4 1 Sept 2025 21.51 1 Sept 2028 8,135 8,135 8.31 Performance Rights4 1 Sept 2025 21.51 1 Sept 2029 8,136 8,136 8.33 Aggregate value $755,969 $623,950 $268,386 NAME INSTRUMENT GRANT DATE GRANT PRICE VESTING DATE HELD AT 1 JULY 2025 MOVEMENT DURING THE YEAR1 GRANTED FORFEITED VESTED HELD AT 30 JUNE 2026 FAIR VALUE OF INSTRUMENT AT GRANT DATE $ NUMBER OF INSTRUMENTS NUMBER OF INSTRUMENTS NUMBER OF INSTRUMENTS $ 1. Granted aggregate value is calculated by multiplying the number of instruments by the grant price. Vested and forfeited aggregate value is calculated by multiplying the number of shares by the Perpetual closing share price on the vesting date. 2. Mr Reilly's performance rights issued in April 2025 as two tranches with a TSR hurdle. Tranche 1 is subject to a 29 month performance period before vesting into Restricted Shares for one year. Tranche 2 was subject to a 41 month performance period before vesting. 3. Share Rights granted to KMP in September 2022, 2023, 2024 & 2025 convert to Restricted Shares 2 years after the grant date. The holding lock is removed 4 years after the grant date, as per the terms of the Executive Leadership Team Variable Incentive Plan. These Share Rights are not included in the Table after vesting. 4. Performance Rights granted to KMP in September 2021, 2022, 2023, 2024 & 2025 were issued as 2 tranches with a TSR hurdle. T1 is subject to a 3 year performance period before vesting into Restricted Shares for one year. T2 was subject to a 4 year performance period before vesting. Vested Performance Rights with a holding lock are not included in the Table after vesting. 5. Performance Rights issued under the "KMP LTI Growth Plan" were issued as 3 tranches with a TSR hurdle. T1 is subject to a 3 year performance period before vesting into Restricted Shares for two years. T2 is subject to a 4 year performance period before vesting into Restricted Shares for one year. T3 is subject to a 5 year performance period before vesting. Directors' Report for the year ended 30 June 2026 28
Page 30
7.6 Termination terms for Executive KMP Following are the Executive KMP contractual arrangements. TERM WHO CONDITIONS Duration of contract – All Executive KMP Ongoing until notice is given by either party Notice to be provided by the Executive to terminate the employment agreement – CEO and Managing Director – Other Executive KMP 12 months 6 months Notice to be provided by Perpetual to terminate the employment agreement without cause – CEO and Managing Director – Other Executive KMP 12 months 6 months Notice to be provided by Perpetual for summary dismissal – All Executive KMP No notice Post-employment restraint – All Executive KMP Non-Solicitation - up to 12 months from the date on which notice of termination was given Non-Competition - varies by role The agreements also allow Perpetual to make a payment in lieu of notice, subject to Board approval. Directors' Report for the year ended 30 June 2026 29
Page 31
7.7 Termination of employment Treatment on termination of employment is as follows. EVENT AWARDS NOT YET GRANTED AWARDS GRANTED, BUT NOT YET VESTED VESTED BUT RESTRICTED VI CASH & VI UNHURDLED EQUITY HURDLED EQUITY VI UNHURDLED EQUITY VI HURDLED EQUITY RESTRICTED SHARES Resignation Termination for poor performance No further Variable Incentive is payable in respect of the current or prior performance years as at the date of notice Forfeited Retained under the plan with restriction periods continuing to apply Summary dismissal No further variable incentive is payable in respect of the current or prior performance years as at the date of notice of termination Forfeited Forfeited Death A pro-rated variable incentive based on the period of the performance year completed (excluding notice paid in lieu or gardening leave) and full year performance score will be delivered at the normal time. If an Executive is employed for only a short period of the year, the Board may determine to award no Variable Incentive. No additional Hurdled Equity Performance Rights will be granted. Immediate vesting and conversion to unrestricted shares (subject to Board approval) Immediate conversion to unrestricted shares (subject to Board approval) Mutual agreement, retirement (requires Board approval), redundancy or Total and Permanent Disablement (TPD) A pro-rated variable incentive based on the period of the performance year completed (excluding notice paid in lieu or gardening leave) and full year performance score will be delivered at the normal time. If an Executive is employed for only a short period of the year, the Board may determine to award no Variable Incentive. No additional Hurdled Equity Performance Rights will be granted. Retained under the plan with restriction periods and hurdles (where applicable) continuing to apply A pro-rated number of units based on proportion of vesting period served to termination date are retained under the plan with restriction periods and hurdles continuing to apply Retained under the plan with restriction periods continuing to apply This approach to treatment of incentives on termination of employment in conjunction with the broader plan design strengthens the alignment of interests between Executive KMP and shareholders over the long term. The extended vesting and restriction periods encourage Executive KMP to make decisions that are in the long-term interests of shareholders, with implications of those decisions extending beyond an Executive KMP’s tenure at Perpetual while they continue to have shares retained in the plan. Directors' Report for the year ended 30 June 2026 30
Page 32
8. Non-executive Director remuneration 8.1 Remuneration policy and data Perpetual’s Remuneration Policy for NEDs aims to ensure that we attract and retain suitably skilled, experienced and committed individuals to serve on the Board. NEDs do not receive performance related remuneration and are not entitled to receive performance shares or options over Perpetual shares as part of their remuneration arrangements. Fee framework NEDs receive a base fee. Except for the Chair, they also receive fees for participating in Board Committees (other than the Nominations Committee), either as Chair or as a member1. Board Committee and Fee Changes The current aggregate fee pool for NEDs is $3.0 million and was approved by shareholders at the 2025 Annual General Meeting. During FY26, the Board undertook a review of NED fee levels, informed by external market benchmarking. In determining the outcome of the review, the Board noted that Chair and Australian and US based Director fees had remained unchanged since 2021. Accordingly, fee increases were approved effective 1 March 2026, with Chair fees increasing by 18% to $400,000, A u s t r a l i a n - b a s e d D i r e c t o r f e e s i n c r e a s i n g b y 1 5 % t o $ 1 9 0 , 0 0 0 a n d U S - b a s e d D i r e c t o r f e e s i n c r e a s i n g b y 6 % t o U S D $ 1 9 0 , 0 0 0 . With the previous fee increase having taken effect in 2022, these adjustments equate to annualised increases of a p p r o x i m a t e l y 4 . 4 % p e r a n n u m f o r A u s t r a l i a n - b a s e d D i r e c t o r s , 1 . 4 % p e r a n n u m f o r U n i t e d S t a t e s - b a s e d D i r e c t o r s a n d 3 . 8 % per annum for the Board Chair over the intervening period. The adjustments reflected the sustained increase in Board workload, the current organisational complexity and time passed since the last review. In conjunction with these changes, the Board simplified the international committee fee structure, removed the travel allowance and introduced a standardised annual review process for NED fees. This is expected to result in more incremental, regular fee uplifts in the future, broadly aligned with the approach applied to fixed remuneration reviews for the wider e m p l o y e e p o p u l a t i o n . T h i s a p p r o a c h i s i n t e n d e d t o p r o m o t e c o n s i s t e n c y a n d a v o i d t h e n e e d f o r m o r e s i g n i f i c a n t o n e - o f f adjustments following extended periods of fee restraint. NON-EXECUTIVE DIRECTORS’ BASE FEES 1 JUL 2025 - 28 FEB 2026 EFFECTIVE 1 MAR 20261 AU-BASED US-BASED3 UK-BASED4 AU-BASED US-BASED3 UK-BASED4 AUD USD GBP AUD USD GBP Chair 340,000 400,000 Directors 165,000 180,000 140,000 190,000 190,000 140,000 NON-EXECUTIVE DIRECTORS’ COMMITTEE FEES 1 JUL 2025 - 28 FEB 2026 EFFECTIVE 1 MAR 20261 AU-BASED US-BASED3 UK-BASED4 AU-BASED US-BASED3 UK-BASED4 AUD USD AUD AUD USD GBP Audit, Risk and Compliance Committee Chair 35,000 35,000 35,000 28,000 Audit, Risk and Compliance Committee member 17,000 17,000 22,000 17,000 17,000 13,000 People and Remuneration Committee Chair 35,000 35,000 35,000 28,000 People and Remuneration Committee member 17,000 17,000 17,000 17,000 17,000 13,000 Investment Committee Chair 25,000 25,000 25,000 25,000 20,000 Investment Committee member 13,000 13,000 14,300 13,000 13,000 10,000 Technology & Cyber-security Committee Chair 25,000 25,000 25,000 19,000 Technology & Cyber-security Committee Member 13,000 13,000 14,300 13,000 13,000 10,000 Nominations Committee member Nil Nil Nil Nil Nil Nil Overseas travel allowance per trip (long-haul)2 10,000 10,000 10,000 Nil Nil Nil 1. The committee fee framework has been expanded to accommodate future appointments and standardised in local currency, creating a consistent approach to committee fee arrangements across the US and UK. 2. This allowance is paid once for each return overseas trip where the flight time, one way, is at least 8 hours. This allowance ceased in February 2026. 3. Applies to US based Directors only. 4. Applies to UK based Directors only. The fees detailed above are inclusive of any superannuation or pension contributions, capped at the maximum prescribed under any applicable legislation. Directors' Report for the year ended 30 June 2026 31 1 Any other contracts are at arm’s length in the normal course of business and on normal commercial terms consistent with other employees and clients. Those transactions may involve investments in Perpetual managed funds and financial advice provided by WM.
Page 33
Australian-based NEDs may receive employer superannuation contributions into one of Perpetual’s employee superannuation funds or in a complying fund of their choice. NEDs can also salary sacrifice superannuation contributions out of their base fee. Total fees paid to NEDs in FY26 were $1,909,108. More details are provided in the table below. Retirement policy NEDs who have held office for three years since their last appointment must retire and seek re-election at the Annual General Meeting. To revitalise the Board, Perpetual’s NEDs agree not to seek re-election after three terms of three years. However, the Board may invite a NED to continue in office beyond nine years if there is a compelling reason and, as determined by the Board, if in the best interests of shareholders. Outside of superannuation contributions, no retirement benefits are paid to NEDs. Remuneration of the Non-executive Directors (statutory reporting) Details of NED remuneration are set out in the table below. Current G Cooper 2026 370,000 – 370,000 2025 312,833 – 312,833 C Jones3 2026 344,058 – 344,058 2025 364,377 – 364,377 F Trafford-Walker 2026 251,333 – 251,333 2025 249,188 – 249,188 M A Kanaan3 2026 386,276 – 386,276 2025 420,451 – 420,451 P Ruiz 2026 197,619 23,714 221,333 2025 150,465 17,304 167,769 P Wagstaff3 2026 336,108 – 336,108 2025 322,858 – 322,858 Total 2026 1,885,394 23,714 1,909,108 Total 2025 1,820,173 17,304 1,837,476 SHORT-TERM BENEFITS POST EMPLOYMENT BENEFITS PERPETUAL BOARD FEES SUPERANNUATION1 TOTAL2 NAME $ $ $ 1. Australian NEDs can elect to take superannuation contributions in excess of their Superannuation Guarantee Contribution as part of their base fees. 2. NEDs do not receive any non-cash benefits as part of their remuneration. 3. Ms A Kanaan, Mr Wagstaff and Mr Jones do not receive any payments such as pension contributions in addition to Board fees. UK fees have been converted to AUD using an FX rate of 1.9257 and US fees have been converted to AUD using an FX rate of 1.4558. 8.2 NED shareholdings Alignment with shareholder interests The minimum shareholding guideline for NEDs requires them to hold shares equivalent to their base fee within a five-year period from appointment. NEDs do not receive share rights or options and are required to comply with Perpetual’s Hedging and Share Trading policies. Non-executive Director shareholdings The table below summarises the movement in NED holdings of ordinary shares held during the year and the balance at the end of the year. The table includes shares held both in total (directly or indirectly) and held by related parties. Directors' Report for the year ended 30 June 2026 32
Page 34
While NEDs have sought to increase their shareholdings, their ability to do so during FY26 was constrained by extended trading blackout periods. These restrictions reflected ongoing corporate activity, including transactions associated with the sale of the WM business, which limited opportunities for Directors to acquire shares during the year. NAME SHARES HELD AT 1 JULY 2025 CHANGE SHARES HELD PERSONALLY AT 30 JUNE 2026 SHARES HELD NOMINALLY AT 30 JUNE 20261 TOTAL SHARES HELD AT 30 JUNE 2026 VALUE AS AT 30 JUNE 2026 TARGET DATE TO MEET MINIMUM SHARE- HOLDING GUIDELINE 1 TIMES BASE FEE MET2 TOTAL PURCHASED COST3 NUMBER OF SHARES G Cooper 19,047 1,258 - 20,305 20,305 314,728 Sep 2024 Yes 513,249 P Ruiz 9,988 1,845 - 11,833 11,833 183,412 Sep 2029 Yes 218,586 C Jones 15,571 - 15,571 - 15,571 241,351 Jan 2028 Yes 339,394 F Trafford-Walker 5,667 2,219 7,886 - 7,886 122,233 Dec 2024 No 170,787 M Kanaan 9,122 - 1,011 8,111 9,122 141,391 Jun 2026 No 187,724 P Wagstaff 6,690 4,540 11,230 - 11,230 174,065 Nov 2028 <5 years as NED 196,120 1. Shares held nominally are included in the "Total shares held at 30 June 2026" column. Total shares are held directly by the Director and indirectly by the Director's related parties, inclusive of domestic partner, dependents and entities controlled, jointly controlled or significantly influenced by the Director. 2. The Board's minimum shareholding requirement is set at one times annual base fees, calculated using the total acquisition cost of shares held. Applying the relevant foreign exchange rates at 30 June 2026, being 1.9257 for GBP/AUD and 1.4558 for USD/AUD, the equivalent minimum shareholding r e q u i r e m e n t f o r U K - b a s e d a n d U S - b a s e d D i r e c t o r s w a s A U D $ 2 6 9 , 5 9 4 a n d A U D $ 2 7 6 , 6 0 5 r e s p e c t i v e l y . 3. Represents the total amount each Director has paid to purchase shares. Directors' Report for the year ended 30 June 2026 33
Page 35
9. Key Terms Cash Refers to the Cash component of the Variable Incentive plan. The Cash component of the plan is delivered to KMP following the completion of the performance year. Executive KMP Executive Key Management Personnel. Those people who have the authority and responsibility for planning, directing and controlling Perpetual’s activities, either directly or indirectly. Key Management Personnel disclosed in this Report are the CEO and Managing Director and other Executive KMP (collectively Executive KMP). Fixed Remuneration Fixed remuneration consists of cash salary, superannuation, packaged employee benefits and associated fringe benefits tax. Group Perpetual Limited and its controlled entities. Group Scorecard The performance measures of financial, client, growth and people as agreed by the Board to assess short and long-term Perpetual Group performance for the purposes of determining the amount of variable remuneration payable (if any). Hurdled Equity The Hurdled Equity component is awarded in the form of Performance Rights (subject to performance hurdles of absolute TSR) equally over three years (with any vested equity restricted for a further year) and four years. Market peers For the purposes of benchmarking remuneration practices and levels, Perpetual’s market peers refer to listed companies in the diversified financial services industry, excluding major banks and other financial services companies in the Standard & Poor’s (S&P)/ASX 200. Non-Executive Director (NED) Non-Executive Directors (NEDs) or Non-Executive KMP are members of a company's board of directors who are not part of the executive team. NPAT NPAT is the net profit after tax in accordance with the Australian Accounting Standards. Performance Rights Performance Rights are granted under the Hurdled Equity component of the Executive Variable Incentive plan. Restricted Shares Once Share Rights are held for a two-year vesting period, and if the vesting conditions are met, are converted to Restricted Shares on a one share for one Share Right basis. Restricted shares are then held for a further two years. Share Rights Share Rights are issued around September each year, following the performance period. Share Rights have a two-year vesting period, at which point, if the vesting conditions are met, they are converted to Restricted Shares on a one share for one Share Right basis. Unhurdled Equity The Unhurdled Equity component is awarded as Share Rights, which vest after two years into Restricted Shares for a further two years. UPAT UPAT is underlying net profit after tax in accordance with the Australian Accounting Standards. Variable Incentive Variable Incentive includes both cash and equity components of the CEO and other Executive KMP Variable Incentive Plan. Directors' Report for the year ended 30 June 2026 34
Page 36
Non-audit services provided by the External Auditor For details regarding non-audit services paid or payable to KPMG, refer to section 5.8 Auditor's remuneration in the Consolidated Financial Statements. The Board has a review process in relation to any non-audit services provided by the external auditor. The Board considered the non-audit services provided by the auditor and is satisfied that the provision of these non-audit services by the auditor is compatible with, and does not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: – all non-audit services are subject to the corporate governance procedures adopted by the Company and are reviewed by the Audit, Risk and Compliance Committee to ensure that they do not impact the integrity and objectivity of the auditor; and – non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they do not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards. The Lead Auditor's independence declaration for the 30 June 2026 financial year is included at the end of this Report. Rounding off The Company is of a kind referred to in ASIC Corporations Instrument 2026/183 dated 24 March 2026 and, in accordance with that Instrument, amounts in the consolidated financial statements and the Directors' Report have been rounded off to the nearest one hundred thousand dollars, unless otherwise stated. This report is made in accordance with a resolution of the Directors. Gregory Cooper Chair Bernard Reilly CEO and Managing Director Sydney 27 August 2026 Directors' Report for the year ended 30 June 2026 35
Page 37
36 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of Perpetual Limited I declare that, to the best of my knowledge and belief, in relation to the audit of the financial report and the review of specified Sustainability Disclosures in the Climate Report of Perpetual Limited for the financial year ended 30 June 2026 there have been: i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit and review; and ii. no contraventions of any applicable code of professional conduct in relation to the audit and review. KPMG Karen Hopkins Partner Sydney 27 August 2026
Page 38
Climate Report Pursuant to Australian Sustainability Reporting Standards (ASRS AASB S2) Table of contents Governance 39 Strategy 42 Risk management 48 Metrics and Targets 49 Notes to the Climate Report 51 Director’s Declaration 53 Statement of compliance The AASB S2 Climate Report (‘Climate Report’) has been prepared in accordance with Australian Sustainability Reporting Standards issued by the Australian Accounting Standards Board (being AASB S2 Climate-related Disclosures) and the Corporations Act 2001 (Cth). The Climate Report has been prepared on a consolidated basis in respect of Perpetual Limited (Company) and its controlled entities (together, ‘Perpetual Limited’, ‘Perpetual’ or ‘the Group’) for the year ended 30 June 2026. Currency within the report is presented in AUD and is aligned to the presentation currency used in the Financial Statements. Where additional sustainability-related information has been included, it is provided to give context and does not form part of the mandatory AASB S2 disclosures. This Climate Report has been prepared for Perpetual Limited and its controlled entities (together referred to as the Group or consolidated entity), consistent with the reporting entity presented in the consolidated Financial Statements for the year ended 30 June 2026. Forward looking statements Climate-related disclosures involve uncertainty and factors outside the Group’s control. Actual outcomes may differ materially from any forward-looking statements in this Climate Report, and readers should not place undue reliance on the forward-looking statements and forward-looking climate-related information in this report, which are based on the Group’s current views, assumptions, judgements and estimates as at the report date. Due to the high level of uncertainty associated with long dated future projections, quantitative supporting information for the medium- and long-term anticipated financial effects disclosures, relating to identified climate-related risks and opportunities may not be available in all instances. Where quantitative information has not been provided, the Group has disclosed qualitative information based on reasonable and supportable information available at the reporting date, including scenario analysis and management judgement. GHG emissions disclosed in this report are estimates and are subject to inherent measurement uncertainty and data limitations. Emissions data for FY26 is preliminary and may be refined as data quality improves and reporting practices, standards and methodologies continue to evolve. Refer to Notes to the Climate Report for further information on the judgements applied. First time adoption of AASB S2 and transition relief Perpetual is reporting under AASB S2 for the first time for its annual reporting period ending 30 June 2026. AASB S2 provides transition relief for the first annual reporting period in which an entity applies the standard. The Group has applied the following transition relief: – Relief from disclosing Scope 3 greenhouse gas emissions. The Group has applied this transition relief and has not disclosed Scope 3 greenhouse gas emissions in this Climate Report. – Relief from the requirement to disclose comparative information in the first reporting period. Climate Report for the year ended 30 June 2026 37
Page 39
Changes in reporting boundary On 16 March 2026, Perpetual Limited announced that it had entered into a binding agreement to sell its Wealth Management business to Bain Capital Private Equity, LP ("Bain Capital") (the "Transaction"). Perpetual continues to make progress towards satisfying the conditions precedent required for completion of the transaction, including Bain Capital receiving ACCC approval and Perpetual obtaining approval from ASIC for the required AFSL variations. Perpetual has also commenced Court processes to facilitate the transfer of certain assets, liabilities and undertakings relating to the Wealth Management business, including by way of schemes of arrangement under Part 5.1 of the Corporations Act1. While further customary conditions remain to be satisfied, the Transaction remains expected to complete in the final quarter of the 2026 calendar year. However, there can be no assurance as to the timing of completion of the Transaction. Accordingly, this Climate Report has been prepared on a consolidated basis, consistent with the Group's Financial Statements, and includes the full-year climate-related impacts, risks and opportunities of the Wealth Management business for FY26. The proposed sale of the Wealth Management business represents a significant change to the Group's structure and strategy. Consistent with the FY26 Financial Statements, future climate-related disclosures are expected to reflect the Group’s continuing operations following successful completion of the transaction. Climate Report for the year ended 30 June 2026 38 1 It will not be necessary to obtain approval from shareholders of Perpetual to implement the corporate restructure, including the schemes of arrangement under Part 5.1 of the Corporations Act which will be implemented by certain subsidiaries of Perpetual.
Page 40
Governance O u r g o v e r n a n c e a p p r o a c h i n t e g r a t e s a n d e m b e d s s u s t a i n a b i l i t y , i n c l u d i n g c l i m a t e - r e l a t e d r i s k s a n d o p p o r t u n i t i e s ( C R R O s ) , across all levels of the organisation. 1. Board-level oversight of CRROs The Perpetual Board (the Board) oversees the Group’s climate-related governance, strategy and disclosures and is supported in this oversight by the Audit Risk and Compliance Committee (ARCC). The People and Remuneration Committee (PARC) and Nominations Committee (NC) support the Board in relation to remuneration, succession planning, skills and capability matters, including matters relevant to sustainability and climate-related governance where applicable. Refer to Table 1.1 below, which sets out Perpetual’s governance structure in relation to CRROs. Table 1.1 Perpetual Group Board of Directors The Board is responsible for overseeing the Group’s climate-related governance, strategy and disclosures. The Board’s oversight responsibilities for CRROs are reflected in the Board Charter and supported by the responsibilities set out in the ARCC Terms of Reference (TOR). Refer to the Perpetual Limited Board Charter 2026 (Section 2.2, Pages 2-3) and the ARCC TOR (Section 1.1, Page 1). These governance documents establish the Board’s role in overseeing sustainability-related strategy, risk management, external reporting and regulatory compliance, including climate-related matters. The Board explicitly considers climate-related matters as part of its risk management and external reporting responsibilities. The Board takes CRROs into account through their oversight of the Group’s sustainability strategy, Risk Management Framework (RMF) and Risk Appetite Statement (RAS). In exercising this oversight, the Board considers management updates on CRROs, including the potential impacts of CRROs on the Group’s strategy, business model, financial performance and risk profile. Where relevant, CRROs may be considered as part of materials supporting key business decisions, including major transactions, to assist the Board’s consideration of potential risks, opportunities and associated trade-offs. The Board receives updates on CRROs from management at least twice a year and uses this information to oversee the Group’s climate-related disclosures and strategic response to CRROs. The Board also oversees management’s delivery of the sustainability strategy, including initiatives to identify, assess, manage and respond to CRROs through review of an internal reporting update at least twice a year. Led by the NC, the annual Board skills assessment process enables the Board to maintain a broad and appropriate mix of skills. Refer to the NC TOR, relevant sections relating to Board composition, succession planning and skills assessment Section 4.1. Climate Report for the year ended 30 June 2026 39
Page 41
The assessment considers the skills and competencies required to oversee the Group’s strategy, risk management and reporting obligations, including CRROs. As part of this process, the NC reviews the Board members capabilities against identified competency requirements and considers whether additional expertise, training or development is required. The FY26 assessment identified that the Board has appropriate skills and competencies to oversee CRROs, including capabilities relevant to climate-related governance, risk management, scenario analysis and sustainability-related disclosures, supported by targeted ongoing education. This is supported by ongoing director education on key regulatory and sustainability developments. In FY26, Board members attended externally facilitated AASB S2 related training covering climate scenario analysis, disclosure requirements, governance responsibilities and director duties. The Audit, Risk and Compliance Committee (ARCC) The ARCC assists the Board in overseeing CRROs, requiring the Committee to monitor the adequacy and effectiveness of the Group's RMF and to review the adequacy and effectiveness of the Group's identification, management and disclosure of climate and sustainability risks. Refer to the ARCC TOR, Section 1.1. CRROs are embedded within Perpetual’s RMF as a defined risk category under ‘Sustainability and Responsible Investing’. Please refer to Risk Management section below for further details on how the RMF captures management of CRROs. The Group Chief Risk Officer (CRO) is responsible for climate-related matters in the context of the RMF. People and Remuneration Committee (PARC) The PARC assists the Board in overseeing remuneration practices and people-related matters. These responsibilities are reflected in the PARC TOR, which set out the Committee’s role in overseeing the Group’s remuneration framework, performance measures and targets, and risk-related considerations relevant to remuneration outcomes. Refer to the PARC TOR, Sections 1.1 and 4.2-4.3. The PARC is advised by the ARCC on risk considerations that may affect the performance and reward framework. In FY26, PARC oversaw the Group Scorecard, including the Sustainability Overlay (Refer to the PARC TOR, Sections 1.1 and 4.2-4.3), which incorporates measures relating to the Group's progress in implementing mandatory AASB S2 reporting requirements. Further information regarding the Group's remuneration framework and performance assessment arrangements is provided in the Remuneration Report (Pages 13-34) and Directors Report (Pages 3-35). Executive Remuneration Executive remuneration was not linked to CRROs, climate-related targets or climate-related performance measures in FY26. These measures supported broader sustainability and reporting objectives and were not based on climate-related performance outcomes or CRRO-specific targets. While these considerations form part of broader performance assessments, they are not currently applied as separately weighted remuneration measures. Accordingly, management determined that executive remuneration outcomes for FY26 were not linked to climate-related considerations, climate-related targets or CRRO-specific performance measures. Climate Report for the year ended 30 June 2026 40
Page 42
2. Management’s roles and responsibilities At the executive level, responsibility for CRROs is jointly delegated to the Group Chief Risk Officer (CRO) and the Group Chief Financial Officer (CFO) as executive sponsors. The CRO is responsible for overseeing the implementation and operation of the Group's RMF and RAS. In relation to CRROs, this includes overseeing their identification, assessment, management and reporting through the Group's risk management processes. The RAS helps inform the assessment and management of risks, including CRROs, by providing guidance on the Board's risk expectations and appetite while the CFO’s external reporting responsibilities include the Climate Report (as part of the Annual Report). Both executive sponsors attend Board and ARCC meetings for reporting and oversight. The ARCC receives quarterly updates on matters relevant to CRROs through the CRO report, including reporting on the Sustainability and Responsible Investing risk category, regulatory developments (including climate-related reporting requirements), notable developments and issues requiring their attention. The CRO and CFO are supported by the enterprise sustainability team within the Chief Risk Office. This team provides subject matter expertise to support climate-related reporting and integration of CRROs into the RMF, together with decentralised sustainability resources across the Group, including Perpetual’s boutiques and businesses (Please refer to Page 63 for definition of ‘businesses’ and ‘boutiques’). Perpetual Group CRROs are recognised within the Group’s RMF within the ‘Sustainability and Responsible Investing’ risk category. Oversight is supported through Group-level risk reporting processes, which incorporate inputs from Asset Management, Wealth Management and Corporate Trust management within the Group’s RMF. Relevant climate-related matters are considered through these processes and reported to Executive Committee (ExCo) and the ARCC where appropriate. Further information is provided in the Risk Management section on Page 48. Preparation of the Group’s inaugural Climate Report has been overseen by the CFO and CRO and delivered by the Perpetual Group enterprise sustainability team in consultation with relevant subject matter experts across the Group. While CRROs are addressed within the Group’s governance and risk management framework, responsibility for assessing and managing climate-related matters remains with each business, having regard to its operating model, activities and obligations.. Asset Management (AM) AM is a global investment management business that operates via six investment boutiques based in Australia, the United Kingdom and United States. Within AM, climate considerations are integrated into investment processes in accordance with each boutique’s investment philosophy and investment style. Investment teams operate in accordance with their own i n v e s t m e n t s t y l e s , p r o c e s s e s a n d d e c i s i o n - m a k i n g f r a m e w o r k s . A s s u c h , t h e a p p r o a c h t o i d e n t i f y i n g , a s s e s s i n g a n d m a n a g i n g CRROs varies across boutiques and are not centrally prescribed or standardised at a Group level. Consistent with the Group's governance and RMF, each boutique or investment team determines how, and to what extent, climate considerations are incorporated, aligned to their respective investment philosophy and fiduciary obligations. Corporate Trust (CT) Our CT business is a leading provider of fiduciary and digital solutions to the banking and financial services industry in Australia and Singapore. Where CT acts as trustee or responsible entity (RE), investment management is delegated to appointed investment managers, who retain discretion to determine the relevance of climate-related considerations to the relevant investment strategy and for incorporating such considerations into investment decision-making where appropriate. Corporate Trust does not apply a single prescribed climate risk methodology across the investment products for which it acts as trustee or responsible entity. Responsibility for considering CRROs in investment management is generally exercised by the appointed investment manager in accordance with the relevant trust or scheme documentation and investment strategy. Wealth Management (WM) WM provides wealth management, tailored financial advice and trustee services through Perpetual Private, Fordham, Jacaranda Financial Planning and Priority Life. Within WM, climate- related considerations are integrated into relevant processes in accordance with each business’s service model. Accordingly, approaches to identifying, assessing and managing CRROs are not centrally prescribed or standardised across WM. Consistent with the Group's governance and RMF, each business determines how, and to what extent, climate considerations are incorporated, aligned to their respective service offerings. Climate Report for the year ended 30 June 2026 41
Page 43
Strategy Perpetual Group has identified and assessed CRROs that could reasonably be expected to affect the Group’s prospects across the business over the short, medium, and long term . Management assessed climate-related materiality by considering the nature, likelihood and magnitude of potential impacts of CRROs on the Group's business model, strategy, cash flows, financial position and financial performance across the short, medium and long term. This assessment incorporated climate scenario analysis, expected financial effects and management judgement, including consideration of cumulative impacts where relevant. 1. The Group’s business model and value chain The Group's three current businesses (AM, WM and CT) generate primarily fee-based revenue linked to assets under management (AUM), assets under administration (AUA), funds under administration (FUA), investment performance, and fiduciary and advisory services. The Group's primary exposure to climate-related impacts arises through its investment value chain, particularly within AM and WM where changes in investment performance, asset valuations and client demand may affect AUM and related fee income. CT is also exposed to climate-related impacts through its trustee and RE services within the investment value chain. Climate-related impacts from upstream suppliers were not identified as a key driver of the Group’s identified CRROs in FY26. 2. Approach to determining CRROs The CRRO identification process was built on previous climate-related risk assessments undertaken by the Group, including a set of 15 CRROs previously developed with support from an external climate advisor. As part of the FY26 assessment, these CRROs were reviewed, refreshed and consolidated through application of the process described below, including consideration of the Group's business model, value chain, commercial drivers, climate sensitivities and scenario analysis. This process informed the identification and prioritisation of the CRROs disclosed in this report. Table 1.2 PROCESS TO IDENTIFY AND ASSESS CRROS PROCESS STEP DESCRIPTION 1. Business model and value chain The end-to-end business model and value chain were mapped to key dependencies and impacts across the six capitals (human, intellectual, financial, natural, manufactured, and social and relationship). 2. Commercial business drivers Key commercial drivers of financial performance, position and cash flows were identified, (e.g. management fees, performance fees and advice fees). 3. Climate sensitivities Climate sensitivities that may affect commercial drivers were identified using qualitative and quantitative inputs. This included factors such as GDP, climate-adjusted cost of capital, carbon pricing and sectoral emissions pathways across material country and sector exposures. 4. Climate scenario analysis Climate sensitivities were assessed under different climate scenarios and time horizons to identify key trends and inherent risk. This analysis informs areas requiring increased oversight. 5. Climate-related risks and opportunities A list of CRROs were identified based on scenario analysis and reflect inherent risk exposure. 6. Climate resilience The resilience of the strategy, business model and value chain to CRROs was assessed. 7. Anticipated financial effects For each CRRO, the potential financial effects were assessed, including direction, timing and relative magnitude. Effects may be positive or negative and may differ across financial metrics (e.g. assets under management and earnings). These assessments are subject to uncertainty and may change over time. They do not represent actual or forecast performance. This involved the application of judgement and placed climate scenario analysis at its core. Scenario-based projections of how key commercial drivers may respond to climate sensitivities informed the assessment of likelihood, timing, magnitude, and associated opportunities in accordance with the Group’s RMF. This is embedded in current processes per the Risk Management section (Page 48). Climate Report for the year ended 30 June 2026 42
Page 44
Scenario Analysis The Group used climate scenario analysis to identify and assess the anticipated effects of CRROs and the resilience of Perpetual’s business model, value chain and overall strategy. The climate scenario analysis was undertaken during FY26 and was used to support the Group's assessment of CRROs and resilience for the year ended 30 June 2026. It covered the Group, as well as our 33 operational locations but excluded operational suppliers such as data centres, which are managed through the Group’s vendor management and procurement framework and business continuity program. We used climate scenarios developed by the Network for Greening the Financial System (NGFS) and the Intergovernmental Panel on Climate Change (IPCC). Key assumptions reflected in these scenarios include differing levels of policy intervention, carbon pricing, technological development, emissions trajectories, energy usage and energy mix, economic impacts and global warming outcomes. Under the Net Zero pathway, the energy mix is assumed to decarbonise more rapidly, supported by stronger climate policy and higher carbon prices, while the Hot House pathway assumes continued fossil fuel reliance and slower decarbonisation. These assumptions influence emissions trajectories, transition costs and the performance of emissions- intensive sectors, informing the assessment of CRROs, anticipated financial effects and resilience. The NGFS scenarios were used to assess transition-related impacts, while the IPCC pathways were used to assess physical climate risks. When assessing physical climate risks, the Group considered relevant national and regional variables, including the potential impacts of flooding, bushfires, cyclones, extreme heat, local weather patterns and infrastructure disruption across regions in which investee companies and operations are located. Comprehensive modelling documentation and underlying assumptions are publicly available through the NGFS and IPCC Four scenarios have been selected to represent low and high emission futures (warming indicator as at end of century): • NGFS Net Zero (~1.3°C, transition focused) reflects an orderly and accelerated transition consistent with net zero by 2050. Based on NGFS Net Zero 2050 and Sudden Wake-Up Call, it assumes strong policy action emerging rapidly, resulting in higher near-term transition impacts but limited physical risk. • IPCC Net Zero (~1.8°C, physical risk) is aligned with the IPCC SSP1-2.6 pathway and represents a low-emissions future where early action constrains warming, while recognising that some physical risks remain. • NGFS Hot House (~2.9°C, transition focused) assumes ongoing policy inertia, based on NGFS Current Policies with near-term disruption under Disaster and Policy Stagnation. This pathway results in elevated long-term physical risks alongside uneven transition impacts. • IPCC Hot House (~2.7°C, physical risk) reflects a higher-emissions trajectory (IPCC SSP2-4.5), with limited additional mitigation and increasing exposure to chronic and acute physical hazards. To support analysis and disclosure, these four scenarios have been grouped into two representative climate pathways: a lower-emissions (“Net Zero”) pathway and a higher-emissions (“Hot House”) pathway. The Net Zero pathway comprises of the NGFS Net Zero and IPCC Net Zero scenarios, while the Hot House pathway comprises of the NGFS Hot House and IPCC Hot House scenarios. Over the short, medium and long term, NGFS scenarios have been applied to analyse transition-related impacts (including physical damages transmitted through macroeconomic channels), while IPCC pathways have been used to assess physical climate risks. When assessing anticipated financial effects and resilience, the Group considers both transition and physical risk drivers across each pathway. Together, these scenarios provide a structured basis to evaluate potential financial and strategic implications under both low-warming (Net Zero) and high-warming (Hot House) climate futures. 3. Time horizons The Group has defined three-time horizons to support climate-related analysis and disclosures, reflecting business planning cycles, strategy horizons and investment timeframes: • Short term (to FY28, <2 years): aligned with business planning cycles, the Group’s “operational excellence” strategy period and regulatory implementation timelines. • Medium term (FY29-FY31, 2-5 years): aligned with the Group’s medium-term business planning horizon. • Long term (>5 years): reflects longer-dated investment, client and market timeframes, including investment horizons and stewardship priorities. Scenario analysis has been applied across these time horizons. This includes analysis of a delayed transition scenario (e.g. “Sudden Wake-Up Call”), which assumes limited early action followed by a rapid policy shift toward a net zero pathway. Climate Report for the year ended 30 June 2026 43
Page 45
4. CRROs for Perpetual Perpetual has identified two CRROs that are reasonably expected to affect the Group’s prospects across its businesses. These CRROs reflect impacts on investment performance, AUM, AUA, product positioning and client demand across short-, medium- and long-term horizons. Table 1.3 CRRO RISK OR OPPORTUNITY TIME HORIZON 1. Climate-related physical and transition risks could impact performance of investments [Impacting AM, WM] • Physical Risks (acute/ chronic) - Increased frequency and severity of extreme weather events impacting investee company operations, assets and supply chains, resulting in reduced investment performance, AUM and related fee income. • Transition risk (Market, Policy/legal) - Climate-related regulation, carbon pricing and disclosure requirements impacting investee companies, resulting in higher costs, valuation pressure and potential impacts to investment performance, AUM and related fee income. – Short-term – Medium-term – Long-term 2. Evolving market expectations and preferences on climate- related products and services could impact both client retention and attrition [Impacting AM, WM and CT] • Transition risks (market, reputation, policy/legal): Rising demand for climate-aligned products and transparency, stricter regulations and disclosure requirements, and higher client expectations can lead to potential loss of mandates/AUM, AUA, trustee and responsible entity appointments increased compliance costs and greenwashing risk, reputational damage, and reduced client retention. • Opportunity (market/products/services): Develop/adapting climate-aligned offerings can lead to growth potential (or risk of missed opportunities if not). – Short-term – Medium-term – Long-term Assessment of climate resilience and anticipated financial effects For both CRRO 1 and 2, the Group has used climate-related scenario analysis under the Net Zero and Hot House pathways, which comprise the lower-emissions ("Net Zero") and higher-emissions ("Hot House") climate futures described in the scenario analysis section above to assess the anticipated financial effects (AFEs) of the identified CRROs and the resilience of its strategy and business model. Climate scenario analysis indicates that the Group is exposed to both physical risks under a Hot House scenario and transition risks under a Net Zero scenario, with impacts emerging across short-, medium- and long- term horizons. For the assessment of anticipated financial effects (AFEs) and resilience across both identified CRROs, under each scenario and time horizon, the Group considered both likelihood and magnitude. Likelihood and magnitude were assessed in accordance with the Group's RMF, which is used consistently across the Group's enterprise risk assessment processes and incorporates financial consequence thresholds calibrated to the Group's financial performance. Magnitude was assessed using a combination of qualitative and quantitative factors, including impacts on clients, operations (including people), compliance, legal and brand impacts, together with the potential effects on the Group's financial performance, financial position and cash flows. For climate-related disclosures, anticipated financial impacts were expressed relative to the Group's underlying profit before tax (UPBT) and categorised as low, (<0.5% of UPBT), moderate, (0.5%-2% of UPBT), significant (2%-7% of UPBT) or severe (>7% of UPBT), reflecting the relative magnitude of financial impacts under the RMF. This approach provides decision-useful information regarding the relative magnitude of anticipated financial effects while maintaining consistency with the Group's existing enterprise risk management methodology and the requirements of AASB S2. In addition to assessing climate resilience and anticipated financial effects, the Group considered whether identified climate-related risks could materially affect assets recognised in the financial statements, as summarised in Table 1.4 below. Materiality was aligned with financial materiality thresholds used in the general-purpose financial statements. See Note 2.4 of the financial statements for further information. Table 1.4 ASSET CLASS CARRYING VALUE ($M)2 Goodwill 845.7 Customer contracts 726.1 Total intangible assets 1714 As at 30 June 2026, the Group's asset base is predominantly comprised of intangible assets, including goodwill and customer contracts, which are linked to future cash flows from investment and wealth management activities. These balances are not directly exposed to climate-related hazards. Any impact from identified climate-related risks would arise indirectly where climate-related impacts affect investee company performance, investment returns and asset valuations, which may in turn reduce AUM and fee revenue. If sustained over time, these impacts could affect the recoverable amount and carrying value of goodwill and customer-related intangible assets. Based on current assessments, this has not been identified as a material or quantifiable exposure. 2 The amounts per the above table include assets and liabilities of Perpetual Wealth Management which is classified as held for Sale as at 30 June 2026. Climate Report for the year ended 30 June 2026 44
Page 46
Identified CRRO 1 Climate-related physical and transition risks could impact performance of investments Nature of risks Perpetual is exposed to climate-related risks primarily through its investment activities. CRROs are concentrated in listed equity investments across global markets, with exposure varying by sector, geography and investee company characteristics. Exposure may be more significant in emissions-intensive sectors and industries undergoing economic and regulatory transition. Climate-related transition and physical risks can affect investee companies through changes in macroeconomic conditions, policy settings, sector dynamics and company-specific factors, influencing investment performance and valuations across the Group's portfolios. As an active investment manager, these impacts may adversely affect investment returns, resulting in declines in AUM and fee income. If sustained over time, reductions in AUM and revenue may also affect the carrying value of intangible assets, including goodwill and customer contracts. Mitigation and adaptation Perpetual’s primary mitigation includes its active investment management approach across relevant actively managed portfolios and its focus on highly liquid global listed securities. Consistent with the Group’s multi-boutique model, investment management is undertaken by separate boutique investment teams, each exercising independence in determining its own distinct investment philosophy, objectives, process and approach to incorporating climate-related considerations. There is no single prescribed Group-wide investment methodology. However, in the context of each business’s investment approach and the needs of their clients, climate-related risks are generally considered, where financially material, within investment fundamental analysis, decision-making and ownership practices, and alongside other material factors in assessing expected risk-adjusted returns prior to investment. The liquidity of listed securities provides investment teams with flexibility to adjust exposures where climate-related risks are not adequately compensated by expected returns and to reposition portfolios as market pricing and sector dynamics evolve. For selected investment strategies, climate-related considerations may provide an additional risk management lens by incorporating financially material climate-related factors into investment decisions. Climate-related factors may form a key component of this lens and may include consideration of emissions intensity, climate-related targets, transition plans, decarbonisation progress and exposure to physical or transition risks. This supports the assessment of climate-related risk exposure and expected risk-adjusted returns under transition and physical risk scenarios. Current Effects For FY26, the identified CRRO did not result in material effects on the Group’s business model, value chain, financial performance, financial position or cash flows. Further, the Group is not aware of any factors that would result in a material adjustment to carrying amounts in FY27. Anticipated Financial Effects Quantitative assessment was undertaken for short-term anticipated financial effects. Due to the inherent uncertainty associated with long-dated climate-related projections, medium- and long-term anticipated financial effects were assessed qualitatively using reasonable and supportable information available at the reporting date, including scenario analysis, management judgement and the assumptions described in this report. Overall, the Group expects financial impacts for CRRO 1 to be low in the short term, and low to moderate over the medium and long term, reflecting existing risk mitigation approaches. Downside risks may arise from adverse market or valuation impacts, where physical or transition risks affect investee companies, sectors or markets. The Group’s active investment management approach is designed to support timely responses to changes in macroeconomic conditions, sector performance and company valuations. Climate-related impacts are expected to affect the Group’s financial performance, position and cash flows primarily indirectly through changes in AUM, investment performance and associated fee income. For example, markets, sectors and individual companies within the Group’s portfolios, as well as relevant benchmarks, may be affected by the following: – In the short term, financial impacts are expected to be low under both scenarios. Under a Hot House pathway, acute weather events may lead to episodic market disruption, and in turn, impose stress via GDP loss, increased cost of capital and stressed asset valuations due to physical damages. Under a Net Zero pathway, early policy tightening and technological shifts may begin to differentiate transition leaders and laggards, with some sectors experiencing initial valuation pressure. These effects may result in low impacts to AUM and fee income. – Over the medium term, impacts are expected to remain within the low to moderate range described above. Under a Hot House pathway, macroeconomic conditions may stabilise following earlier disruptions, with residual effects reflected in market pricing. Under a Net Zero scenario, increasing carbon pricing, policy support for decarbonisation and changing market dynamics are expected to place upward pressure on costs of capital and contribute to earnings and valuation pressure for more emissions intensive sectors. These impacts may be reflected in changes to AUM levels, client flows and related fee revenue – In the long term, physical risks under a Hot House pathway may increasingly weigh on economic growth and asset values as chronic impacts intensify. Under a Net Zero scenario, sustained decarbonisation, structural economic adjustment and rising carbon costs are expected to drive more significant valuation impacts, particularly for businesses that are slower to transition. This may result in more sustained impacts on AUM, revenue and overall profitability. Climate Report for the year ended 30 June 2026 45
Page 47
Identified CRRO 2 Evolving market expectations and preferences on climate-related products and services could impact both client retention and attrition Nature of risk and opportunity Perpetual is exposed to climate-related transition risk through evolving client expectations, market demand and regulatory developments affecting products and services across our businesses. This risk may be more pronounced under a Net Zero scenario pathway, where client demand for climate-integrated and transition-aligned products may accelerate. As climate-related regulation and disclosure expectations evolve, clients may increasingly seek products with clearer climate integration, stewardship and transparency, including climate-related outcomes such as emissions reduction and transition alignment. If Perpetual’s products, client reporting or service offerings do not evolve in line with these preferences, or are perceived as not meeting evolving client expectations regarding climate integration and transparency, the Group could experience lower AUM attraction, reduced client retention, mandate losses or pressure on fee positioning. Regulatory developments may require targeted updates to products and services across the Group. At the same time, evolving client demand may create opportunities for growth in climate-aligned products and services. However, these opportunities may emerge unevenly across businesses, products and client segments, and may not offset downside impacts on existing AUM, revenue or related intangible asset values. Climate-related considerations are incorporated within Perpetual's broader ESG and business processes. Within AM and WM, these considerations may be integrated into investment decision-making in a manner that reflects the investment strategy of each boutique, while within CT they may be considered in the development and delivery of relevant products and services The Group has not quantified a climate- specific opportunity metric for FY26 because climate-related considerations are embedded within broader ESG and business processes and apply differently across the Group's businesses and boutiques. Mitigation and adaptation Perpetual’s diversified multi-boutique model, operating across different brands, strategies and client segments, is a key mitigant in responding to varied market preferences that may evolve or amplify over time. This structure also positions the Group to capture opportunities from increasing client demand for climate-aligned investment solutions, by leveraging its broad range of offerings from traditional active management through to ESG (climate inclusive) integrated strategies. Across the Group, Perpetual has established a platform to respond to sustainable finance and climate-related product expectations, including requirements such as SFDR and UK SDR, and to scale these capabilities where client demand increases in the future. This is supported by in-house responsible investment capabilities, including Regnan, which can contribute to product development, stewardship, research and client engagement, further supporting differentiation and potential growth in climate-aligned offerings. Similarly, within CT, climate-related considerations may inform the enhancement of relevant products and services, including trustee, responsible entity and managed fund services that may be affected by evolving climate-related regulatory and reporting requirements. These developments may create opportunities to broaden service offerings and strengthen client relationships. Current Effects For FY26, no material effects on the Group’s business model, value chain, financial performance, financial position or cash flows were noted. Further, the Group is not aware of any factors that would result in a material adjustment to carrying amounts in FY27. Anticipated Financial Effects The Group used climate scenario analysis under Hot House and Net Zero pathways to assess anticipated financial effects and the resilience of its strategy and business model across short-, medium- and long-term horizons. Overall, the Group expects financial impacts to be low over time. Given the inherent uncertainty associated with long-dated climate-related projections, anticipated financial effects over the medium and long term have been assessed qualitatively using reasonable and supportable information available at the reporting date, including scenario analysis, management judgement and the assumptions described in this report. Impacts are expected to arise primarily through changes in AUM levels, client flows and mandate retention, affecting management and performance fee revenue recognised in profit or loss and, if sustained, the carrying value of intangible assets, including goodwill and customer-related intangible assets. While opportunities from climate-aligned products and services may support growth, those opportunities would not necessarily offset downside risks to existing AUM, revenue or intangible asset values. – In the short term, impacts are expected to be low under both pathways. Under a Hot House pathway, client demand is not expected to materially shift beyond current trends, with AUM flows continuing to be driven primarily by existing market factors. Under a Net Zero pathway, a rapid policy shift could drive increased demand for climate-integrated products, creating both risks of outflows from less-aligned offerings and opportunities for inflows into climate-oriented strategies. These dynamics may result in a low impact on AUM and related fee income. For CT, impacts may arise through changing client expectations, regulatory requirements and demand for trustee, RE and managed fund services, which may influence client retention, service offerings and related fee income. Climate Report for the year ended 30 June 2026 46
Page 48
– Over the medium term, impacts may become more evident under a Net Zero pathway, although they are expected to remain low overall, as policy implementation and regulatory developments influence client preference. Demand may increasingly favour investment solutions that demonstrate robust climate integration, stewardship and exposure to transition opportunities, while products with higher exposure to transition risk may face pressure on AUM and fee margins. Impacts under a Hot House pathway are expected to remain limited, with minimal change in client preferences. These effects may be reflected in changes to AUM composition, client retention and related fee revenue. For CT, evolving regulatory requirements and client expectations may influence demand for trustee, responsible entity and managed fund services, client retention and related fee income. Although some climate-aligned offerings may benefit, associated growth may not be sufficient to offset declines in existing products or related pressure on fee revenue and intangible asset values. – In the long term, divergence between pathways is expected to increase. Under a Hot House pathway, client demand is not anticipated to materially change. Under a Net Zero pathway, increasing policy stringency and evolving client expectations may lead to greater differentiation between investment managers based on their climate capabilities, with continued risk of AUM reallocation alongside opportunities for growth in climate-aligned products and services. For CT, ongoing changes in regulatory requirements, reporting obligations and client expectations may continue to influence demand for trustee, RE and managed fund services and associated fee income. Consistent with the overall assessment described above, any resulting financial impacts are expected to remain low. However, growth in new or adapted offerings may not fully offset downside impacts on existing AUM, revenue growth and profitability. 5. Strategic response to CRROs The Group’s strategic response to CRROs includes the ongoing application of our governance, risk management and scenario analysis processes. For investment-related CRROs, this includes portfolio monitoring and the integration of financially material climate-related factors into investment management approaches, as appropriate, across individual boutiques and businesses. For market and client-related CRROs, the Group continues to assess evolving client demand, regulatory expectations and opportunities associated with climate-aligned investment strategies, products and services, including trustee, RE and managed fund services within CT. These processes support the ongoing identification, assessment and management of CRROs across the short, medium and long term. The Group has not established a formal climate transition plan as at 30 June 2026. Climate Report for the year ended 30 June 2026 47
Page 49
Risk Management The Group’s approach to identifying and managing CRROs is integrated within the RMF. Climate-related factors, including physical, transition and liability risks, are considered as part of existing financial and non-financial risks across the Group. These risks are assessed, prioritised and managed in a manner consistent with other risk types, in alignment with the Group’s risk appetite and governance processes. 1. Approach to risk management Climate-related risks are prioritised and managed on a consistent basis with other risk types within the Group’s RMF. Where relevant, CRROs may be recognised as stand-alone risks within the ‘Sustainability and Responsible Investing’ principal risk category. Two CRROs (refer to Strategy section) were identified as meeting this threshold. The CRRO identification process also identified additional CRROs that do not meet the threshold for stand-alone management. These are not managed as separate risks; instead, they are incorporated into existing principal risk categories based on their underlying nature and managed through established risk management processes. The climate-related component of these risks is not considered material on a standalone basis and, accordingly, separate disclosure is not required. The Group uses ongoing risk management activities, governance processes and climate-related scenario analysis to identify, assess, prioritise and monitor CRROs, including climate-related opportunities. Climate-related opportunities are monitored through ongoing assessment of client demand, regulatory developments, product and service trends, with outcomes informing updates to risk assessments where relevant. Integration within the RMF The Group’s approach avoids duplication of risks across categories. Instead, climate considerations are embedded within the most relevant existing risk categories, while maintaining visibility of material CRROs at a Group level. This supports the management of climate risk through established processes. As the Group’s sustainability strategy matures, the articulation and allocation of climate risk drivers across principal risk categories may continue to evolve to maintain alignment with the RMF. CT, WM and AM approach to managing CRROs At a business and boutique level, a hybrid approach reflects business and boutique autonomy and investment philosophies. Climate risk management processes are implemented in conjunction with existing risk management practices, where relevant. Oversight is maintained through Group-level risk reporting from business and boutique management to the ExCo and the ARCC. Assessment and prioritisation The Group assesses the materiality of CRROs using inputs including climate scenario analysis, the RMF, risk appetite, judgement and external expertise. Outcomes of this assessment inform the identification, prioritisation and management of climate-related risks within the RMF. Further detail on the Group’s assessment approach and related strategic responses is provided in the Strategy section (Page 42). Climate Report for the year ended 30 June 2026 48
Page 50
Metrics and targets The Group’s greenhouse gas (GHG) emissions inventory for the current financial year is presented in Table 1.5 below. Table 1.5 SCOPE FY26 Scope 1: Direct GHG emissions (tCO2e) diesel and natural gas 55 Scope 2: Indirect GHG emissions (tCO2e) based on location-based electricity consumption 978 Scope 2: Market-based emissions (tCO2e), reflective of our renewable energy certificate (RECs) procurement. Since FY23, RECs have been procured to cover electricity consumption across operational sites globally. 0 1. Measurement approach and boundary setting Perpetual’s FY26 GHG inventory has been prepared using the operational control consolidation approach, covering activities associated with the Group’s operations and business units. Scope 1 and Scope 2 GHG emissions have been measured in accordance with the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (GHG Protocol Corporate Standard). All disclosed Scope 1 and Scope 2 emissions relate to entities under operational control within the consolidated Group; The Group does not have any associates, joint ventures or unconsolidated entities for which greenhouse gas emissions are required to be separately disclosed. This approach has been selected as it aligns with the Group’s management structure and operational decision-making, enabling consistent measurement and reporting of emissions from activities over which the Group has control and supporting the collection of reliable and complete emissions data. The Group’s operational boundary includes Scope 1 and Scope 2 emissions, as defined under the GHG Protocol Corporate Standard. During FY26, emissions for a limited number of properties were estimated using an energy intensity methodology where underlying energy consumption data was unavailable. Further detail on boundary determination, estimation techniques and measurement methodologies is provided below (Notes to the Climate Report, Page 52). 2. Other climate-related metrics and targets For FY26, the Group has not established formal, quantified climate-related targets. The Group monitored performance using absolute Scope 1 and Scope 2 greenhouse gas emissions. Climate-related financial metrics As outlined in the Strategy and Risk Management sections, the Group has identified business-relevant CRROs relating to fee income and mandate base (including AUM), and client demand for products and services across the Group's businesses. These risks are managed through Group-level oversight and embedded within business-level decision-making and risk management processes as described in the Risk Management section of this report. Climate integration into investment strategies The Group integrates ESG considerations, including CRROs into investment decision-making processes across relevant strategies. The extent and application of climate considerations vary by boutique and investment approach. Given the diversity of these approaches across the Group, management has not identified a single climate-specific percentage of AUM as a relevant or decision-useful metric for FY26. Climate-related considerations are incorporated differently across investment strategies, products and services. Accordingly, management does not currently use a single Group-wide climate opportunity metric to monitor or assess climate-related opportunities. Investments in sectors that are exposed to climate transition risks Exposure to both CRRO 1 and 2 is assessed by measuring AUM invested in sectors considered more sensitive to climate- related transition risks. This provides an indication of the extent to which the Group's investment portfolios may be affected by changes associated with the transition to a lower-carbon economy. Table 1.6 INVESTMENTS IN SECTORS THAT ARE EXPOSED TO CLIMATE TRANSITION RISKS SHARE OF AUM AUM invested in sectors exposed to climate transition risks3 $57.7bn (25.7% of $224.4bn4 - total AUM) 3 Airlines, Aluminium, Automotive, Cement, Coal Mining, Diversified Mining, Electricity Utilities, Food Producers, Oil & Gas, Paper, Shipping, Steel, Real Estate, Chemicals, Forest, Land, & Agriculture, Apparel & Footwear. 4 Refer to Section 2.1.4 of the Operating and Financial Review. Climate Report for the year ended 30 June 2026 49
Page 51
Additional commentary on physical climate risk vulnerabilities Physical climate risk exposure primarily arises through the Group's investment activities, as described in CRRO 1. Physical climate hazards, including flooding, bushfires, cyclones and extreme heat events, may affect the operations, asset values and financial performance of underlying portfolio companies, which could in turn impact investment performance, AUM and associated fee income. The Group has not quantified a portfolio-level metric for physical climate risk exposure. Physical climate risks are highly location-specific and require detailed asset-level and operational data from underlying investee companies, which is not consistently available across investment portfolios. Accordingly, the assessment has been performed using information reasonably available at the reporting date, consistent with the proportionality provisions of AASB S2. Climate-related capital allocation The Group does not separately track capital allocation, financing or operating expenditure specifically attributable to climate- related risks and opportunities. Climate-related considerations are incorporated into broader investment decision-making and risk management processes. As climate-related expenditure is not separately tracked, a quantified measure of capital allocated to CRROs is not currently available. 3. Carbon pricing The Group does not currently apply an internal carbon price in business or investment decision-making. Carbon pricing assumptions are incorporated within NGFS scenario modelling used in climate scenario analysis, where they function as a transition risk input rather than an operational pricing mechanism. Climate Report for the year ended 30 June 2026 50
Page 52
Notes to the Climate Report 1. Judgements and assumptions SIGNIFICANT JUDGEMENTS APPLIED BY MANAGEMENT AND THE BOARD CRRO identification and aggregation Management and the Board applied significant judgement in identifying and consolidating CRROs. We utilised previous work on climate-related disclosures, including the historic 15 CRROs developed with an external advisor. For the inaugural Climate Report, we combined a validation and refresh of these with a consolidation undertaking based on common underlying climate sensitivities, similar financial transmission channels, and alignment to our commercial business drivers. The consolidation was informed by the external climate scenario analysis, validated against TCFD industry practice guidance, and approved by Management. Where possible, research and data analysis were used to support the identification process; however, the nature of forward-looking climate risk assessment requires significant professional judgement. Assessment of material climate-related information Management and the Board applied judgement in determining which CRROs, metrics and disclosures were material for inclusion in the Climate Report. This assessment considered the nature, likelihood and magnitude of potential impacts on the Group’s business model, strategy, cash flows, financial position and financial performance across the short, medium and long term. In forming this judgement, Management considered the results of the CRRO assessment process, climate scenario analysis and the information needs of primary users of the report. MEASUREMENT UNCERTAINTIES Significant uncertainties The following significant areas of uncertainty were considered in our assessment of climate resilience: – Market liquidity: Our resilience assessment assumes that listed securities markets continue to function normally and that portfolio liquidity remains available for active repositioning. A severe market dislocation or prolonged illiquidity event could impair this core mitigant. – Scenario data quality and availability: Climate scenario outputs are subject to model limitations, and Australia-specific regional data is not available within NGFS frameworks. We use global and OECD-level proxies, which may not fully capture domestic dynamics. – Consumer preference trajectory: The pace and magnitude of client demand shifts toward climate-integrated investment products (CRRO 2) are qualitatively assessed. No reliable quantitative proxy exists within climate scenario frameworks. – GHG emissions quantification: GHG emissions reporting involves the use of estimation techniques, assumptions and emissions factors. For certain locations, estimated electricity consumption was used where complete activity data was unavailable, including extrapolation of partial-year data and the application of energy intensity benchmarks. Emissions outcomes may therefore vary if alternative data sources, estimation methodologies or emissions factors are applied Climate data quality and availability Climate metrics and data used to identify and assess CRROs, conduct the climate scenario analysis, and assess anticipated effects are subject to inherent limitations. NGFS climate scenario outputs rely on global and OECD-level proxies; Australia-specific regional data is not directly available within the NGFS framework, which may not fully capture domestic market dynamics. Investee-level emissions data used in the climate scenario analysis relies on third-party data providers and is subject to estimation, coverage gaps, and reporting lags. We intend to improve data quality over successive reporting periods through enhanced data collection and supply chain engagement. These uncertainties may influence the assessment of the likelihood, timing and magnitude of identified CRROs and their anticipated financial effects. However, Management does not consider that these uncertainties would reasonably be expected to change the overall conclusions of the climate scenario analysis or the identification of the Group's disclosed CRROs. Consistency with financial statement assumptions The Climate Report and the consolidated Financial Statements for the year ended 30 June 2026 have been prepared using the same reporting entity and reporting period. To the extent climate- related matters are reflected in the Financial Statements, including impairment assessments, recoverability assessments and other accounting estimates, management has sought to maintain consistency between the underlying data and assumptions used in the Financial Statements and those used in preparing this Climate Report. However, the Climate Report incorporates climate scenario analysis and longer-term assessments of CRROs extending beyond the time horizons typically applied in preparing the Financial Statements. These assessments utilise NGFS and IPCC climate scenarios and are intended to support the evaluation of climate resilience and anticipated financial effects. In contrast, the Financial Statements are prepared in accordance with Australian Accounting Standards and are based on assumptions and estimates that reflect conditions and expectations existing at the reporting date. Management has not identified any significant differences between the data and assumptions used in preparing the Climate Report and those used in preparing the Financial Statements that would reasonably be expected to affect users' understanding of the Group's financial position, financial performance or climate-related disclosures. Climate Report for the year ended 30 June 2026 51
Page 53
3. Greenhouse gas emissions TOPIC NOTES DISCLOSURE Operational Boundary Perpetual applies the operational control approach and reports 100% of Scope 1 and 2 emissions from facilities where it has authority to implement operating policies. Leased and serviced offices under Perpetual control are included; home-working locations are excluded. Scope 1 sources Scope 1 includes direct emissions from refrigerants, natural gas at St James's Market, London, and diesel used for generator testing at Angel Place, Sydney. No fuel or gas is used for heating at office locations outside the UK. Natural gas consumption at St James's Market was estimated for the full reporting period. Scope 1 methodology and factors Scope 1 emissions were calculated using fuel consumption and refrigerant data multiplied by relevant emission factor or GWPs. Fuel emission factors and refrigerant GWPs were sourced from the Australian National Greenhouse Accounts Factors 2025. This includes the stationary fuel combustion emission factor applied to diesel and a UK emission factor applied to natural gas consumption at 1 St James's Market, London, and refrigerant GWPs applied to refrigerant leakage calculations. Scope 1 assumptions / estimates No additional material assumptions were required for Scope 1 calculations. Refrigerant emissions were calculated only where data was provided, and no refrigerant recharge occurred in FY26. Other refrigerant sources were assessed as likely immaterial based on prior-year analysis. Natural gas consumption at St James's Market, London, was estimated for the full reporting period using a benchmark intensity factor of 160 kWh/m²/year applied to the site's net lettable area (NLA). Diesel consumption for the period January 2026 to June 2026 was estimated using actual consumption data from July 2025 to December 2025 Scope 2 Sources Scope 2 includes purchased electricity consumed at operations under Perpetual's operational control, including leased and serviced office locations where applicable. Scope 2 methodology and factors Location-based emissions were calculated using electricity consumption by site multiplied by grid emission factors. Market-based emissions used renewable electricity certificates and residual mix factors. Factors were sourced from NGA Factors 2025, US EPA 2025, UK DESNZ 2025 and Carbon Footprint country-specific electricity factors. Scope 2 assumptions / estimates Where actual electricity consumption data was unavailable, energy use was estimated using the best available information. Estimation methods were applied in order of priority and included: (a) extrapolation of partial-year consumption data to annualise usage; (b) application of energy intensity benchmarks based on comparable facilities; and (c) use of proxy facilities or average net lettable area (NLA), considering location, NLA and full-time equivalent employees (FTEs). These approaches were used to support inventory completeness where site-specific consumption data was not available. Reported emissions are sensitive to the estimation methods and assumptions applied where underlying activity data is unavailable. This sensitivity primarily relates to the use of estimated electricity consumption, benchmark energy intensity factors, proxy facility data and extrapolation of partial-period information. Emissions derived from estimated data are inherently more sensitive than those based on actual consumption data. Renewable electricity instruments Perpetual procured renewable electricity instruments to support its market-based Scope 2 reporting. These include GreenPower and Large-scale Generation Certificates (LGCs) for Australia, Singapore and Hong Kong, Renewable Energy Guarantees of Origin (REGOs) for the UK, France and the Netherlands, Renewable Energy Certificates (RECs) for the USA, and Ireland renewable energy certificates for Ireland. These instruments were applied to the relevant jurisdictions to reflect renewable electricity procurement in the market-based Scope 2 calculation. The market- based Scope 2 calculation reflects renewable electricity instruments procured for FY26. At the time of publishing, the RECs included in our dataset have not yet been purchased. The Group commits to purchasing and retiring these RECs subsequent to the completion of the year-end assurance of associated emissions. Climate Report for the year ended 30 June 2026 52
Page 54
Directors’ Declaration In the opinion of the directors of Perpetual Limited (the ‘Company’), reasonable steps have been taken to ensure the substantive provisions of the Climate Report, including: 1. The climate statements and notes; and 2. Statements and notes required as at 27 August 2026 by legislative instrument, for the consolidated entity set out on pages 37 to 52, are in accordance with the Corporations Act 2001 (Cth), including sections 296C and 296D, and are in compliance with the Australian Sustainability Reporting Standards (being AASB S2 Climate-related Disclosures). Signed in accordance with a resolution of the directors: Gregory Cooper Chair Bernard Reilly CEO & Managing Director Dated at 27 August 2026 Climate Report for the year ended 30 June 2026 53
Page 55
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Review Report To the shareholders of Perpetual Limited Report on specified Sustainability Disclosures presented in the ‘Climate Report’ of Perpetual Limited as included in the Annual Financial Report prepared in accordance with the Corporations Act 2001 Review Conclusion on specified Sustainability Disclosures as required under the Corporations Act 2001 We have conducted a review of the following specified Sustainability Disclosures presented in the Clim ate Report as included in the Perpetual Limited Annual Financial Report for the year ended 30 June 2026 in accordance with Australian Standards on Sustainability Assurance (ASSA) 5010 Timeline for Audits and Reviews of Information in Sustainability Reports under the Corporations Act 2001 issued by the Auditing and Assurance Standards Board (AUASB). Specified Sustainability Disclosures Reporting requirement of Australian Sustainability Reporting Standard AASB S2 Climate-related Disclosures (AASB S2) (including related general disclosures required by Appendix D) (the Criteria) Locations in Climate Report Governance disclosures Paragraph 6 Section “Governance” on pages 39 - 41 Strategy (climate-related risks and opportunities) disclosures Subparagraphs 9(a), 10(a) and 10(b) Section “Strategy”, subsection “6. CRROs for Perpetual”, in Table 1.3, page 44 Scope 1 greenhouse gas emissions Subparagraphs 29(a)(i)(1) to (2) and 29 (a)(ii) to (v) Sec tion “Metrics and Targets”, Table 1.5, “Scope 1: Direct GHG emissions (tCO2-e)”, page 49 Scope 2 greenhouse gas emissions (location-based and market-based) Section “Metrics and Targets”, Table 1.5, “Scope 2: Indirect GHG emissions (tCO 2-e)” and “Scope 2: Market-based emissions (tCO2-e)”, page 49 The requirements of AASB S2 identified in the table above form the Criteria relevant to the specified Sustainabilit y Disclosures and apply under Division 1 of Part 2M.3 of the Corporations Act 2001 ( the Act). We have not become aware of any matter in the course of our review that makes us believe that the specified Sustainability Disclosures specified in the table above do not comply with Division 1 of Part 2M.3 of the Corporations Act 2001. 54
Page 56
55 Basis for Conclusion Our review has been conducted in accordance with ASSA 5000 General Requirements for Sustainability A ssurance Engagements issued by the AUASB. Our review includes obtaining limited assurance about whether the specified Sustainability Disclosures are free from material misstatement. In applying the relevant Criteria, we note that subsection 296C(1) of the Act includes a requirement to comply with AASB S2. Our conclusion is based on the procedures we have performed and the evidence we have obtained in accordance with ASSA 5000. The procedures in a review vary in nature and timing from, and are less in extent than for, an audit. Consequently, the level of assurance obtained in a review is substantially lower than the assurance that would have been obtained had an audit been performed. See the “Summary of the Work Performed“ section of our report. Our responsibilities under ASSA 5000 are further described in the “Auditor’s responsibilities” section of our report. We comply with the independence and other ethical requirements of APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited related to sustainability assurance engagements. Our firm applies Auditing Standard ASQM1 Quality Management for Firms that Perform Audits or Reviews of Financial Reports and Other Financial Information, or Other Assurance or Related Services Engagements, issued by the AUASB. This standard requires the firm to design, implement and operate a system of quality management, including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Other Information The Directors of Perpetual Limited are responsible for the Other Information. The Other Information comprises the financial and non-financial information included in the Perpetual Annual Financial Report but does not include the specified Sustainability Disclosures and our review report thereon. Our conclusion on the specified Sustainability Disclosures does not cover the other information and we do not express any form of conclusion thereon with the exception of the Financial Report and our respective audit reports. In connection with our review of the specified Sustainability Disclosures, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the specified Sustainability Disclosures, or our knowledge obtained when conducting the review, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Page 57
56 Responsibilities for the specified Sustainability Disclosures The Directors of Perpetual Limited are responsible for: • The preparation of the specified Sustainability Disclosures in accordance with the Act; and • Designing, implementing and maintaining a system of internal control that it determines is necessary to ena ble the preparation of specified Sustainability Disclosures in accordance with the Act that are free from material misstatement, whether due to fraud or error. Inherent Limitations I nherent limitations exist in all assurance engagements due to the selective testing of the information being examined. It is therefore possible that fraud, error or material misstatement in the specified Sustainability Disclosures may occur and not be detected. Non-financial data may be subject to more inherent limitations than financial data, given both its nature and the methods used for determining, calculating, and estimating such data. The precision of different measurement techniques may also vary. The absence of a significant body of established practice on which to draw to evaluate and measure non-financial information allows for different, but acceptable, evaluation and measurement techniques that can affect comparability between entities and over time. For climate risks and opportunities, there is inherent uncertainty as a result of using assumptions about future events and management’s actions that may not occur. Greenhouse gas quantification is subject to inherent uncertainty due to the nature of the information and the uncertainties inherent in: (i) the methods used for determining or estimating the appropriate amounts, (ii) information used to determine emission factors and (iii) the values needed to combine emissions of different gases. Auditor’s Responsibilities Our objectives are to plan and perform the r eview to obtain limited assurance about whether the specified Sustainability Disclosures are free from material misstatement, whether due to fraud or error, and to issue a review report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the specified Sustainability Disclosures. As part of a review in accordance with ASSA 5000, we exercise professional judgment and maintain professional scepticism throughout the engagement. We also: • Perform risk assessment procedures, including obtaining an understanding of internal controls relevant to t he engagement to identify and assess the risks of material misstatement, whether due to fraud or error, at the disclosure level but not for the purpose of providing a conclusion on the effectiveness of the entity’s internal control. • Design and perform procedures responsive to the assessed risks of material misstatement at the disclosure le vel. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Page 58
5 7 Summary of the Work Performed A review is a limited assurance engagement and involves performing procedures to obtain evidence about the s pecified Sustainability Disclosures. The nature, timing and extent of procedures selected depend on professional judgement, including the assessed risks of material misstatement at the disclosure level, whether due to fraud or error. In conducting our review, we: • Enquired with relevant personnel to obtain an understanding over key systems and processes to capture, collate, calculate and report the Sustainability Disclosures; • Assessed the suitability and application of the Criteria in respect of the Sustainability Disclosures; • Tested the underlying Sustainability Disclosures, on a sample basis, to source documentation; • Reconciled the Sustainability Disclosures to underlying information on a sample basis; and • Reviewed internal documentation including policies, minutes of meetings, and basis of preparation documents. KPM G K aren Hopkins Partner Mark Spicer Partner Sydney 2 7 August 2026
Page 59
Table of contents Primary Statements 59 Consolidated Statement of Profit or Loss and Other Comprehensive Income 59 Consolidated Statement of Financial Position 60 Consolidated Statement of Changes in Equity 61 Consolidated Statement of Cash Flows 62 SECTION 1 SECTION 5 Group performance 63 Other disclosures 98 1.1 Operating segments 63 5.1 Structured products assets and liabilities 98 1.2 Revenue 67 5.2 Parent entity disclosures 100 1.3 Expenses 69 5.3 Controlled entities 101 1.4 Income taxes 70 5.4 Deed of cross guarantee 105 1.5 Earnings per share 74 5.5 Unconsolidated structured entities 107 1.6 Dividends 75 5.6 Share-based payments 108 1.7 Net cash from operating activities 76 5.7 Key management personnel and related parties 111 1.8 Discontinued operation 77 5.8 Auditor's remuneration 112 5.9 Subsequent events 113 SECTION 2 Assets and liabilities 79 SECTION 6 2.1 Business combinations 79 Basis of preparation 114 2.2 Receivables 79 6.1 Reporting entity 114 2.3 Other financial assets 80 6.2 Basis of preparation 114 2.4 Intangibles 81 6.3 Other material accounting policies 116 2.5 Employee benefits 85 6.4 Changes in material accounting policies 118 2.6 Accrued incentive compensation 86 6.5 New standards and interpretations not yet adopted 118 SECTION 3 Consolidated entity disclosure statement 119 Capital management and financing 87 Directors’ declaration 124 3.1 Cash and cash equivalents 87 Independent Auditor’s Report to the shareholders of Perpetual Limited 125 3.2 Borrowings 87 3.3 Contributed equity 88 Securities exchange and investor information 131 3.4 Commitments and contingencies 89 SECTION 4 Risk management 90 4.1 Risk management 90 Financial Statements of Perpetual Limited and its controlled entities for the year ended 30 June 2026 58
Page 60
SECTION 2026 2025 RE-PRESENTED* $M $M Continuing operations Revenue 1.2 1,156.3 1,154.9 Expenses 1.3 (998.0) (1,059.6) Impairment losses on non-financial assets (63.5) (153.7) Financing costs (50.2) (68.9) Unrealised gain on derivatives — 26.5 Net profit/(loss) before tax 44.6 (100.8) Income tax benefit 1.4 14.5 8.6 Net profit/(loss) after tax from continuing operations 59.1 (92.2) Discontinued operation Profit from discontinued operation after tax 1.8 29.8 34.0 Net profit/(loss) after tax 88.9 (58.2) Other comprehensive income Items that are or may be reclassified subsequently to profit or loss: Foreign currency translation differences (86.6) 66.2 Other comprehensive income/(loss), net of income tax (86.6) 66.2 Total comprehensive income 2.3 8.0 Profit attributable to: Equity holders of Perpetual Limited 88.9 (58.2) Non-controlling interests — — 88.9 (58.2) Total comprehensive income attributable to: Equity holders of Perpetual Limited 2.3 8.0 Non-controlling interests — — 2.3 8.0 Earnings per share Basic earnings per share – cents per share 1.5 78.5 (52.1) Diluted earnings per share – cents per share 1.5 76.2 (52.1) Earnings per share – continuing operations Basic earnings per share – cents per share 1.5 52.2 (82.6) Diluted earnings per share – cents per share 1.5 50.7 (82.6) * Comparative information has been re-presented due to a discontinued operation. Refer to section 1.8. The Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the ‘Notes to and forming part of the Consolidated Financial Statements’ set out on pages 63 to 118. Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2026 59
Page 61
SECTION 2026 2025 $M $M Assets Cash and cash equivalents 3.1 330.2 343.2 Receivables 2.2 189.1 252.8 Current tax assets 1.4 — 18.6 Structured products - EMRF assets 5.1 236.9 239.6 Other assets 29.4 31.8 Assets held for sale 1.8 309.1 — Total current assets 1,094.7 886.0 Other financial assets 2.3 356.2 340.8 Property, plant and equipment 110.2 149.3 Intangibles 2.4 1,511.5 1,883.6 Deferred tax assets 1.4 191.6 145.2 Other assets 13.3 12.9 Total non-current assets 2,182.8 2,531.8 Total assets 3,277.5 3,417.8 Liabilities Payables 63.4 87.7 Current tax liabilities 1.4 43.3 — Structured products - EMRF liabilities 5.1 236.9 239.2 Employee benefits 2.5 240.0 272.6 Lease liabilities 15.9 16.4 Provisions 2.2 7.2 Other liabilities 3.8 1.7 Liabilities directly associated with the assets held for sale 1.8 86.1 — Total current liabilities 691.6 624.8 Payables 11.0 — Borrowings 3.2 627.5 735.8 Deferred tax liabilities 1.4 130.3 139.3 Employee benefits 2.5 75.3 65.3 Accrued incentive compensation 2.6 87.6 68.8 Lease liabilities 97.2 134.9 Provisions 0.8 2.3 Total non-current liabilities 1,029.7 1,146.4 Total liabilities 1,721.3 1,771.2 Net assets 1,556.2 1,646.6 Equity Contributed equity 3.3 2,266.3 2,224.1 Reserves 112.9 223.1 Retained earnings (837.2) (800.6) Total equity attributable to equity holders of Perpetual Limited 1,542.0 1,646.6 Non-controlling interests 14.2 — Total equity 1,556.2 1,646.6 The Consolidated Statement of Financial Position is to be read in conjunction with the ‘Notes to and forming part of the Consolidated Financial Statements’ set out on pages 63 to 118. Consolidated Statement of Financial Position as at 30 June 2026 60
Page 62
$M GROSS CONTRIBUTED EQUITY TREASURY SHARE RESERVE EQUITY COMPENSATION RESERVE FOREIGN CURRENCY TRANSLATION RESERVES RETAINED EARNINGS TOTAL EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF PERPETUAL LIMITED NON- CONTROLLING INTERESTS TOTAL EQUITY Balance at 1 July 2025 2,304.4 (80.3) 58.0 165.1 (800.6) 1,646.6 — 1,646.6 Total comprehensive income/(loss) — — — (86.6) 88.9 2.3 — 2.3 Movement on treasury shares (1.1) 39.6 (43.1) — 4.6 — — — Issue of ordinary shares 18.5 (14.8) — — — 3.7 — 3.7 Equity remuneration expense — — 20.4 — — 20.4 — 20.4 Deferred taxes — — (0.9) — — (0.9) — (0.9) Dividends paid to shareholders — — — — (130.1) (130.1) — (130.1) Recognition of NCI — — — — — — 14.2 14.2 Balance at 30 June 2026 2,321.8 (55.5) 34.4 78.5 (837.2) 1,542.0 14.2 1,556.2 $M GROSS CONTRIBUTED EQUITY TREASURY SHARE RESERVE EQUITY COMPENSATION RESERVE FOREIGN CURRENCY TRANSLATION RESERVES RETAINED EARNINGS TOTAL EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF PERPETUAL LIMITED NON- CONTROLLING INTERESTS TOTAL EQUITY Balance at 1 July 2024 2,292.9 (118.9) 84.0 98.9 (615.8) 1,741.1 — 1,741.1 Total comprehensive income/(loss) — — — 66.2 (58.2) 8.0 — 8.0 Movement on treasury shares 0.8 46.8 (51.4) — 3.8 — — — Issue of ordinary shares 10.7 (7.0) — — — 3.7 — 3.7 Repurchase of shares on market — (1.2) — — — (1.2) — (1.2) Equity remuneration expense — — 26.1 — — 26.1 — 26.1 Deferred taxes — — (0.7) — — (0.7) — (0.7) Dividends paid to shareholders — — — — (130.4) (130.4) — (130.4) Balance at 30 June 2025 2,304.4 (80.3) 58.0 165.1 (800.6) 1,646.6 — 1,646.6 The Consolidated Statement of Changes in Equity is to be read in conjunction with the ‘Notes to and forming part of the Consolidated Financial Statements’ set out on pages 63 to 118. Consolidated Statement of Changes in Equity for the year ended 30 June 2026 61
Page 63
SECTION 2026 2025 $M $M – Cash flows from operating activities Cash receipts in the course of operations 1,459.7 1,424.4 Cash payments in the course of operations (1,149.4) (1,130.4) Dividends received 0.4 1.1 Interest received 13.2 12.5 Interest paid (43.0) (59.6) Income taxes paid (8.6) (30.9) Net cash from operating activities 1.7 272.3 217.1 Cash flows from investing activities Payments for property, plant, equipment and software (15.8) (20.7) Payments for investments (166.5) (82.3) Proceeds from sale of investments 175.8 126.1 Payment for acquisition of a business (22.4) (15.7) Proceeds from financial instruments — 26.5 Loan to external entity — (16.5) Cash acquired as part of acquisition of business 5.7 — Net cash used in investing activities (23.2) 17.4 – Cash flows from financing activities Repayments of borrowings (140.0) (100.0) Receipt from borrowings 40.0 125.0 Transaction costs related to borrowings (0.2) (2.5) Lease payments (25.1) (23.8) Repurchase of shares on market — (1.2) Dividends paid (126.5) (126.7) Net cash from financing activities (251.8) (129.2) Net increase in cash and cash equivalentsNet increase in cash and cash equivalents (2.7) 105.3 Cash and cash equivalents at 1 July 343.2 221.3 Effect of movements in exchange rates on cash held (8.7) 16.6 Cash and cash equivalents at 30 June¹ 331.8 343.2 1. Cash and cash equivalents at 30 June 2026 includes cash held by continuing operations of $330.2 million (refer to section 3.1 ) and cash held by discontinued operation of $1.6 million (refer to section 1.8). The Consolidated Statement of Cash Flows includes discontinued operation. Please refer to section 1.8 for cash flows associated with discontinued operation and cash and cash equivalents reclassified as held for sale. The Consolidated Statement of Cash Flows is to be read in conjunction with the 'Notes to and forming part of the Consolidated Financial Statements' set out on pages 63 to 118. Consolidated Statement of Cash Flows for the year ended 30 June 2026 62
Page 64
Section 1 Group performance This section focuses on the results and performance of Perpetual as a consolidated entity. On the following pages you will find disclosures explaining Perpetual's results for the year, segmental information, taxation, earnings per share and dividend information. Where an accounting policy is specific to a single note, the policy is described in the section to which it relates. 1.1 Operating segments An operating segment is a component of the consolidated entity that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the consolidated entity’s other components and for which discrete financial information is available. All operating segments' results are regularly reviewed by the consolidated entity's CEO to make decisions about resources to be allocated to the segment and assess their performance. Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, head office expenses, income tax expenses, assets and liabilities. The following summary describes the operations in each of the reportable segments: i. Services provided Perpetual is a global financial services firm operating primarily in Australia, the United States and the United Kingdom. Perpetual provides a diverse range of financial products and services including asset management, financial advisory and trustee services via its three business segments, supported by Group Support Services. Asset Management A global multi-boutique asset management business offering an extensive range of specialist and differentiated investment capabilities through six boutique and seven brands in key regions globally. Wealth Management The Wealth Management business consists of Perpetual Private and three other distinct specialist businesses (Fordham, Priority Life and Jacaranda Financial Planning), offering a unique mix of wealth management, advice and trustee services to individuals, families, businesses, not-for-profit organisations and Indigenous communities throughout Australia. Corporate Trust Our Corporate Trust business is a leading provider of fiduciary, custody and digital solutions to the banking and financial services industry, with offices in Australia and Singapore. Group Support Services The business units are supported by Group Support Services comprising Group Investments, Finance, Corporate Affairs, Legal, Audit, Risk, Compliance, Company Secretary, Technology, Transformation, Operations, People and Culture and Sustainability. ii. Geographical information The majority of the consolidated entity’s revenue and assets relate to operations in Australia, the United States and the United Kingdom. The Australian operations are represented by Asset Management, Wealth Management and Corporate Trust. The United States and United Kingdom operations are represented by Asset Management. The geographic information analyses the consolidated entity’s revenue and non-current assets by the Company’s country of domicile. In presenting the geographic information, revenue has been based on the country of domicile of the Company recognising it and segment assets were based on the geographic location of the assets. iii. Major customer The consolidated entity does not rely on any major customer. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 63
Page 65
1.1 Operating segments continued ASSET MANAGEMENT1 CORPORATE TRUST TOTAL REPORTABLE SEGMENT GROUP SUPPORT SERVICES SIGNIFICANT ITEMS2 CONSOLIDATED STATEMENT OF PROFIT OR LOSS WEALTH MANAGEMENT (DISCONTINUED) 30 JUNE 2026 $M $M $M $M $M $M $M Major service lines Barrow Hanley 232.6 — 232.6 — — 232.6 — J O Hambro 195.6 — 195.6 — — 195.6 — Pendal 124.0 — 124.0 — — 124.0 — Perpetual Asset Management 178.3 — 178.3 — — 178.3 — Trillium Asset Management 39.7 — 39.7 — — 39.7 — TSW 117.5 — 117.5 — — 117.5 — Market related — — — — — — 156.9 Non-market related — — — — — — 76.1 Debt Market Services — 95.0 95.0 — — 95.0 — Managed Funds Services — 95.0 95.0 — — 95.0 — Perpetual Digital — 30.7 30.7 — — 30.7 — Investment Income 1.7 0.1 1.8 28.4 0.8 31.0 0.7 Net gain on sale of investments — — — 13.2 — 13.2 — Unrealised gains on financial assets 0.6 — 0.6 (2.2) 5.3 3.7 — Total revenue 890.0 220.8 1,110.8 39.4 6.1 1,156.3 233.7 Operating expenses (653.7) (106.1) (759.8) (45.2) (58.8) (863.8) (174.6) Depreciation and amortisation (16.6) (11.7) (28.3) (5.6) (83.1) (117.0) (10.2) Equity remuneration amortisation (9.1) (2.2) (11.3) (0.4) (5.5) (17.2) (3.2) Impairment loss on non-financial assets — — — — (63.5) (63.5) — Financing costs (3.1) (2.0) (5.1) (42.7) (2.4) (50.2) (3.0) Profit/(loss) before tax 207.5 98.8 306.3 (54.5) (207.2) 44.6 42.7 Income tax benefit/(expense) from continuing operations 14.5 Net profit after tax from continuing operations 59.1 Profit from discontinued operation after tax 29.8 Transaction and Simplification costs (7.2) Non-cash amortisation or impairment of acquired intangible assets 123.7 (Gains)/losses on financial assets and liabilities (3.5) Accrued incentive compensation liability 15.1 Underlying profit after tax attributable to equity holders of Perpetual Limited 217.0 Reportable segment assets³ 1,340.6 344.4 1,685.0 1,283.4 — 2,968.4 309.1 Reportable segment liabilities³ (645.1) (48.4) (693.5) (941.7) — (1,635.2) (86.1) Capital expenditure 1.6 12.5 14.1 2.3 — 16.4 0.2 Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 64
Page 66
1.1 Operating segments continued ASSET MANAGEMENT1 CORPORATE TRUST TOTAL REPORTABLE SEGMENT GROUP SUPPORT SERVICES SIGNIFICANT ITEMS2 CONSOLIDATED STATEMENT OF PROFIT OR LOSS WEALTH MANAGEMENT (DISCONTINUED) RE-PRESENTED* RE-PRESENTED* RE-PRESENTED* RE-PRESENTED* 30 JUNE 2025 $M $M $M $M $M $M $M Major service lines Barrow Hanley 217.8 — 217.8 — — 217.8 — J O Hambro 235.6 — 235.6 — — 235.6 — Pendal 124.1 — 124.1 — — 124.1 — Perpetual Asset Management 168.3 — 168.3 — — 168.3 — Trillium Asset Management 45.9 — 45.9 — — 45.9 — TSW 117.6 — 117.6 — — 117.6 — Market related — — — — — — 155.9 Non-market related — — — — — — 79.1 Debt Market Services — 86.0 86.0 — — 86.0 — Managed Funds Services — 87.9 87.9 — — 87.9 — Perpetual Digital — 30.1 30.1 — — 30.1 — Investment Income 3.2 0.2 3.4 20.0 0.1 23.5 0.6 Net gain on sale of investments 0.5 — 0.5 7.0 — 7.5 — Unrealised gains on financial assets 0.2 — 0.2 2.2 8.1 10.5 — Total revenue 913.2 204.2 1,117.4 29.3 8.2 1,154.9 235.6 Operating expenses (681.9) (99.3) (781.2) (29.5) (114.6) (925.3) (171.6) Depreciation and amortisation (18.9) (11.1) (30.0) (6.3) (74.7) (111.0) (10.1) Equity remuneration amortisation (9.2) (2.0) (11.2) (0.5) (11.6) (23.3) (2.8) Impairment loss on non-financial assets — — — — (153.7) (153.7) — Financing costs (2.3) (0.9) (3.2) (57.2) (8.5) (68.9) (2.1) Unrealised gain on derivatives — — — — 26.5 26.5 — Profit/(loss) before tax 200.9 90.9 291.8 (64.2) (328.4) (100.8) 49.0 Income tax expense from continuing operations 8.6 Net profit/(loss) after tax from continuing operations (92.2) Profit from discontinued operation after tax 34.0 Transaction and Simplification costs 92.8 Non-cash amortisation or impairment of acquired intangible assets 191.1 (Gains)/losses on financial assets and liabilities (22.9) Accrued incentive compensation liability 1.3 Underlying profit after tax attributable to equity holders of Perpetual Limited 204.1 Reportable segment assets³ 1,496.6 269.4 1,766.0 1,397.1 — 3,163.1 254.7 Reportable segment liabilities³ (652.2) (23.0) (675.2) (1,058.2) — (1,733.4) (37.8) Capital expenditure 1.5 11.5 13.0 6.7 — 19.7 — Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 65
Page 67
1.1 Operating segments continued * Comparative information has been re-presented due to a discontinued operation. Refer to section 1.8. 1. Segment information for Asset Management includes the Perpetual Exact Market Return Fund, refer to section 5.1(i.). 2. Significant items includes: – Simplification initiatives and the sale of Wealth Management, as well as residual acquisition and integration costs associated with Pendal Group, Barrow Hanley and other entities. Costs include professional fees, administrative and general expenses, and staff costs related to specific retention and performance grants. Sale of Wealth includes a tax expense credit being the difference between tax on the taxable gain (reduced for utilisation of historical capital losses) and the deferring of the tax on the accounting gain to FY27; – amortisation expense on customer contracts and non-compete agreements acquired through business combinations; or impairment losses on intangibles including goodwill and customer contracts acquired through business combinations; – unrealised mark to market gains and losses on seed fund investments, financial assets held for regulatory purposes together with realised derivative gains/losses; and – movement in the value of employee owned units in Barrow Hanley. 3. As at 30 June. Geographical analysis CONTINUING OPERATIONS DISCONTINUED OPERATION TOTAL $M 2026 2025 2026 2025 2026 2025 Revenue Australia 525.6 501.5 233.7 235.6 759.3 737.1 United States 463.7 458.9 — — 463.7 458.9 United Kingdom 117.8 134.7 — — 117.8 134.7 Other countries 49.2 59.8 — — 49.2 59.8 1,156.3 1,154.9 233.7 235.6 1,390.0 1,390.5 2026 2025 $M $M Non-current assets Australia and Other Countries¹ 922.2 1,078.1 United States 927.8 1,052.9 United Kingdom 332.8 400.8 2,182.8 2,531.8 1. In aggregate, Other Countries is immaterial. It includes non-UK European businesses, Singapore and Hong Kong. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 66
Page 68
1.2 Revenue CONTINUING OPERATIONS DISCONTINUED OPERATION TOTAL $M 2026 2025 2026 2025 2026 2025 Revenue from contracts with customers 1,096.9 1,101.9 233.1 235.0 1,330.0 1,336.9 Income from structured products 12.6 11.4 — — 12.6 11.4 Dividends 0.7 1.1 — — 0.7 1.1 Interest and unit trust distributions 29.2 22.5 0.6 0.6 29.8 23.1 Net realised gains on sale of financial assets 13.2 7.5 — — 13.2 7.5 Unrealised gains on financial assets 3.7 10.5 — — 3.7 10.5 1,156.3 1,154.9 233.7 235.6 1,390.0 1,390.5 Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 67
Page 69
1.2 Revenue continued Accounting policies Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The consolidated entity recognises revenue when it transfers control over a product or provides service to a customer. Revenue from contracts with customers The consolidated entity earns revenue from the provision of financial products and services. These include investment management and administration, financial advisory and trustee services (including responsible entity, superannuation, philanthropic and estate administration). The majority of the consolidated entity's revenue arises from service contracts where performance obligations are satisfied over time. Customers obtain control of services as they are delivered, and revenue is recognised over time as those services are provided. Investment management and administration revenue is calculated as a percentage of the funds invested in accordance with the investment mandates or the respective product disclosure statements. Some investment products and mandates include performance fees, which are contingent on achieving or exceeding a defined performance hurdle and the revenue is recognised when it is highly probable that a significant reversal in the cumulative amount of the revenue would not occur. Whilst performance fees are recognised over time, they are typically constrained until meeting or exceeding the performance hurdle due to market volatility. Revenue from financial advisory services is assessed on a contract by contract basis. Revenue is recognised over the period the services are provided. Revenue may be charged on a fixed fee, fee for service (‘time and costs') or as a percentage of assets under administration basis: – Under fixed fee contracts, revenue is recognised as the related services are provided on a percentage of completion basis, or when specified milestones in the contract have been achieved. Fees received in advance are deferred as a contract liability until the service has been provided. – Revenue charged under fee for service contracts is recognised based on the amount the consolidated entity is entitled to invoice for services performed to date, based on the contracted rates. Trustee Services are also assessed on a contract by contract basis. Contracts may include a fee to establish a trust, as well as ongoing trustee and other service fees. Establishment fees are recognised when the trust has been established and is based on the standalone value of the service. A small part of the consolidated entity's revenue is recognised at a point in time, generally when a performance obligation is linked to a particular event (i.e. an application or redemption transaction for a customer). Revenue is recognised when the consolidated entity executes a specific transaction on behalf of the customer. Dividends Dividend income is recognised in profit or loss on the date the consolidated entity’s right to receive payment is established which, in the case of quoted securities, is the ex-dividend date. Interest and unit trust distributions Interest income is recognised as it accrues, taking into account the effective yield of the financial asset. Unit trust distributions are recognised in profit or loss when right to receive payments is established. Net realised gains on sale of financial asset Net gain on sale represents proceeds less costs on sale of financial assets. Unrealised gains on financial assets Represents movement in the fair value of the consolidated entity’s financial assets classified as Fair Value Through Profit and Loss (FVTPL) during the financial year. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 68
Page 70
1.3 Expenses CONTINUING OPERATIONS DISCONTINUED OPERATION TOTAL $M 2026 2025 2026 2025 2026 2025 Employee-related expenses excluding equity remuneration expense1 653.1 688.3 93.7 88.7 746.8 777.0 Administrative and general expenses 201.0 227.6 80.9 82.9 281.9 310.5 Distributions and expenses relating to structured products 9.7 9.4 9.7 9.4 Equity remuneration expense 17.2 23.3 3.2 2.8 20.4 26.1 Depreciation and amortisation expense 117.0 111.0 10.2 10.1 127.2 121.1 998.0 1,059.6 188.0 184.5 1,186.0 1,244.1 1. Includes an amount related to Perpetual Group's defined contributions to employees' superannuation and pensions of $35.8 million (2025: $35.7 million). Accounting policies Expenses are recognised at the fair value of the consideration paid or payable when services are received. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 69
Page 71
1.4 Income taxes 2026 2025 RE-PRESENTED* $M $M Current year tax expense Current year tax expense 53.8 17.6 Prior year adjustments (1.8) (0.8) Total current tax expense impacting income taxes payable 52.0 16.8 Deferred tax expense Prior year adjustments (3.7) 1.6 Temporary differences (62.8) (27.0) Total deferred tax benefit (66.5) (25.4) Total income tax benefit (14.5) (8.6) Net profit before tax for the year from continuing operations 44.6 (100.8) Prima facie income tax expense calculated at 30% (2025: 30%) on profit for the year 13.4 (30.2) – Recognition of previously unrecognised capital and revenue losses (12.8) (1.7) – Non-assessable income — (0.1) – Prior year adjustments (5.5) 0.9 – Effect of tax rates in foreign jurisdictions (6.7) (9.5) – Other non-taxable income/expenses and tax credits (1.1) (5.3) – Other non-deductible expenses 26.8 37.3 Recognition of CGT on the Wealth Management sale transaction (taxable event) 40.0 — Recognition of tax on Wealth Management sale transaction for accounting profits (68.6) — Total (14.5) (8.6) Effective tax rate (ETR) (32.5%) 8.5% Income taxes receivable at the beginning of the year (18.6) (2.6) Income taxes payable for the financial year 71.0 17.0 Less: Tax paid during the year (8.6) (30.9) Other (0.5) (2.1) Income taxes (receivable)/payable at the end of the year 43.3 (18.6) Represented in the Statement of Financial Position by: Current tax assets/(liabilities) (43.3) 18.6 * Comparative information has been re-presented due to a discontinued operation. Refer to section 1.8. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 70
Page 72
1.4 Income taxes continued Basis of calculation of ETR The ETR is calculated as total income tax expenses divided by net profit before tax for the year. The consolidated entity currently has tax obligations in Australia, the United States, Singapore, the United Kingdom, the Republic of Ireland, Hong Kong, Netherlands, Switzerland, France, Germany and the Czech Republic. Operations in Hong Kong, Netherlands, France, Germany and the Czech Republic do not currently have a material tax impact. Explanation of variance to the legislated 30% tax rate The consolidated entity's effective tax rate for the year was (32.5)% (30 June 2025: 8.5%). The effective tax rate differs from the legislated rate of 30% predominantly due to a $41.4 million net tax benefit arising from the Wealth Management sale transaction. This benefit comprised the recognition of previously unrecognised capital losses which can be used to offset the gain on sale and the difference between the taxable gain and the accounting gain on disposal reflecting a higher tax cost base relative to accounting cost. The ETR was further favourably impacted by a $5.5 million tax benefit relating to prior period tax return adjustments. These favourable items were partially offset by the tax effect of non-deductible expenses ($26.8 million) primarily relating to non- cash impairment of TSW goodwill, Australian thin capitalisation interest deductions denied, as well as tax losses of J O Hambro Singapore and the Paris Branch which are not capable of utilisation. Capital tax (gains)/losses calculated at 30% tax in Australia The total tax benefits associated with realised capital losses was nil as the tax benefits from these losses were fully utilised against capital gains arising from the Wealth Management sale transaction (30 June 2025: $15.8 million, comprising $3.0 million recognised as a deferred tax asset and $12.8 million not recognised as a deferred tax asset). Movement in deferred tax balances 2026 BALANCE 1 JULY 2025 RECOGNISED IN PROFIT OR LOSS BALANCE 30 JUNE 2026 $M $M $M Deferred tax assets Provisions and accruals 10.4 1.9 12.3 Capital expenditure deductible over five years 12.1 0.5 12.6 Employee benefits 67.7 (7.2) 60.5 Property, plant and equipment 3.2 (0.2) 3.0 Intangible assets 34.9 (3.9) 31.0 Recognised capital losses 3.0 (3.0) — Accounting capital gain to be realised — 68.6 68.6 Unrealised net capital losses 0.1 (0.1) — Lease adjustments AASB 16 9.2 0.5 9.7 Transferred to assets held for sale — (12.1) (12.1) Other items 4.6 1.4 6.0 Deferred tax assets 145.2 46.4 191.6 Deferred tax liabilities Intangible assets (122.3) 8.5 (113.8) Lease adjustments AASB 16 (3.1) 0.9 (2.2) Unrealised net capital gains (7.6) (0.8) (8.4) Capital raising costs (1.6) (1.1) (2.7) Transferred to liabilities held for sale — 3.7 3.7 Other items (4.7) (2.2) (6.9) Deferred tax liabilities (139.3) 9.0 (130.3) Net deferred tax assets 5.9 55.4 61.3 Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 71
Page 73
1.4 Income taxes continued Movement in deferred tax balances continued 2025 BALANCE 1 JULY 2024 RECOGNISED IN PROFIT OR LOSS RECOGNISED IN OTHER COMPREHENSIVE INCOME BALANCE 30 JUNE 2025 $M $M $M $M Deferred tax assets Provisions and accruals 9.1 1.3 — 10.4 Capital expenditure deductible over five years 6.7 5.4 — 12.1 Employee benefits 66.5 1.2 — 67.7 Property, plant and equipment 4.6 (1.4) — 3.2 Intangible assets 39.8 (4.9) — 34.9 Recognised capital losses 3.0 — — 3.0 Unrealised net capital losses 0.1 — — 0.1 Lease adjustments AASB 16 7.9 1.3 — 9.2 Other items 5.5 (0.9) — 4.6 Deferred tax assets 143.2 2.0 — 145.2 Deferred tax liabilities Intangible assets (154.0) 31.7 — (122.3) Lease adjustment AASB 16 (2.6) (0.5) — (3.1) Unrealised net capital gains (5.0) (2.6) — (7.6) Capital raising costs (1.5) (0.1) — (1.6) Other items (3.7) 0.1 (1.1) (4.7) Deferred tax liabilities (166.8) 28.6 (1.1) (139.3) Net deferred tax assets/(liabilities) (23.6) 30.6 (1.1) 5.9 Accounting policies Income tax expense comprises current and deferred tax. Income tax expense is recognised in the net profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at reporting date and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: – the initial recognition of goodwill – the initial recognition of assets or liabilities that affect neither accounting nor taxable profit and does not give rise to equal taxable and deductible temporary differences – differences relating to investments in subsidiaries to the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary differences can be utilised. Deferred tax assets are reviewed at each balance date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities are netted when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 72
Page 74
1.4 Income taxes continued Accounting policies continued Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised. Perpetual Limited and its wholly owned Australian entities elected to form an income tax consolidated group as of 1 July 2002. As a consequence, all members of the tax consolidated group are taxed as a single entity and governed by a tax funding agreement. Under the agreement, all wholly owned Australian entities fully compensate Perpetual Limited for any current income tax payable assumed and are compensated by Perpetual Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Perpetual Limited under the income tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the members’ financial statements. Base Erosion and Profit Shifting (BEPS) Pillar Two disclosure Pillar Two legislation has been enacted, or substantively enacted, in certain jurisdictions in which the Group operates. The legislation was effective for the Group's financial year beginning 1 July 2024. The Group is within the scope of the enacted or substantively enacted legislation and has performed an assessment of its potential exposure to Pillar Two income taxes for the year ended 30 June 2026. The assessment is based on the most recent information available regarding the financial performance and tax positions of the constituent entities within the Group. Based on this assessment, the Group has not identified any material exposure to Pillar Two income taxes for the year ended 30 June 2026 and no Pillar Two top-up tax liability has arisen. Accordingly, no current tax expense has been recognised in respect of Pillar Two top-up taxes for the year ended 30 June 2026 (30 June 2025: $0.8 million). Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 73
Page 75
1.5 Earnings per share 2026 2025 RE-PRESENTED* CENTS PER SHARE Basic earnings per share – continuing operations 52.2 (82.6) Basic earnings per share – discontinued operation 26.3 30.5 Total basic earnings per share 78.5 (52.1) Diluted earnings per share – continuing operations 50.7 (82.6) Diluted earnings per share – discontinued operation 25.5 30.5 Total diluted earnings per share 76.2 (52.1) $M $M Net profit/(loss) after tax attributable to equity holders of Perpetual Limited – continuing operations 59.1 (92.2) Net profit after tax attributable to equity holders of Perpetual Limited – discontinued operation 29.8 34.0 Total net profit/(loss) after tax attributable to equity holders of Perpetual Limited 88.9 (58.2) NUMBER OF SHARES Weighted average number of ordinary shares (basic) - continuing operations¹ 113,303,375 111,624,771 Weighted average number of ordinary shares (basic) - discontinued operation¹ 113,303,375 111,624,771 Weighted average number of ordinary shares (diluted) - continuing operations² 116,674,625 111,624,771 Weighted average number of ordinary shares (diluted) - discontinued operation 116,674,625 111,624,771 * Comparative information has been re-presented due to a discontinued operation. Refer to section 1.8. 1. The weighted average number of ordinary shares outstanding excludes unallocated treasury shares. 2. The weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share is the same due to the net loss for the year being anti-dilutive in the prior year. Accounting policies Basic EPS is calculated by dividing the net profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for shares held by the Company's employee share plan trust. Diluted EPS is determined by dividing the net profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding, adjusted for shares held by the Company's sponsored employee share plan trust and for the effects of all dilutive potential ordinary shares, which comprise shares and options/rights granted to employees under long-term incentive and retention plans. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 74
Page 76
1.6 Dividends CENTS PER SHARE TOTAL AMOUNT $M FRANKED / UNFRANKED DATE OF PAYMENT 2026 Final 2025 ordinary 54 61.9 Unfranked 3 Oct 2025 Interim 2026 ordinary 59 68.2 Unfranked 7 Apr 2026 Total amount 113 130.1 2025 Final 2024 ordinary 53 60.5 50% Franked 4 Oct 2024 Interim 2025 ordinary 61 69.9 Unfranked 4 Apr 2025 Total amount 114 130.4 All franked dividends declared or paid during the year were paid out of retained earnings. The Company’s Dividend Reinvestment Plan (DRP) is optional and offers ordinary shareholders in Australia and New Zealand the opportunity to acquire fully paid ordinary shares, without transaction costs. Shareholders can elect to participate in or terminate their involvement in the DRP at any time. Since the end of the financial year, the Directors declared the following dividend. CENTS PER SHARE TOTAL AMOUNT1 $M FRANKED / UNFRANKED DATE OF PAYMENT Final 2026 ordinary 63 72.9 Unfranked 2 Oct 2026 1. Calculation based on ordinary shares on issue as at 30 June 2026. The financial effect of this dividend has not been brought to account in the financial statements for the year ended 30 June 2026 and will be recognised in subsequent financial reports. There are no tax consequences to the Group. 2026 2025 DIVIDEND FRANKING ACCOUNT $M $M Amount of franking credits/(deficit) available to shareholders for subsequent financial years 38.9 (15.8) The above available amounts are based on the balance of the dividend franking account at 30 June 2026 adjusted for the current tax payable recognised by the tax consolidated group at year end. The consolidated entity is in a franking credit surplus as at 30 June 2026, compared with a franking credit deficit as at 30 June 2025. The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. Accounting policies Dividends are recognised as a liability in the year in which they are declared. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 75
Page 77
1.7 Net cash from operating activities 2026 2025 $M $M Reconciliation of profit/(loss) for the year to net cash from operating activities Profit/(loss) for the year 88.9 (58.2) Items classified as investing/financing activities: Profit on sale of financial assets (13.2) (7.5) Realised gain on derivatives — (26.5) Interest unwind on deferred acquisition consideration — 0.1 Operating liabilities acquired from business combinations (14.6) — Lease payments 25.1 23.8 Non-cash items: Depreciation and amortisation expense 127.0 121.1 Interest expense 1.1 7.9 Cost of fixed assets disposed 0.1 5.2 Equity remuneration expense 20.4 26.1 Impairment losses on non-financial assets 63.5 153.7 Reinvestment of dividends and unit distributions 3.0 2.1 Mark to market movements on financial assets (8.0) (7.7) Change in value of accrued incentive compensation liability 24.1 1.6 Other (2.0) 3.2 (Increase)/decrease in assets Receivables 10.6 (26.4) Current tax assets — (16.0) Other assets (3.7) (0.8) Deferred tax assets (58.4) (2.0) Increase/(decrease) in liabilities Payables (16.1) (0.6) Provisions 18.9 4.2 Current tax liabilities 61.9 — Lease liabilities (16.6) (17.2) Deferred tax liabilities (12.6) (6.5) Employee benefits (23.7) 36.2 Other liabilities (3.4) 1.3 Net cash from operating activities 272.3 217.1 Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 76
Page 78
1.8 Discontinued operation As first disclosed on 16 March 2026, the Consolidated Entity agreed total consideration for the sale of its Wealth Management business to Bain Capital for an upfront consideration at completion of $500 million, subject to regulatory and customary adjustments, with potential incremental upfront consideration of $50 million based on the performance of the advice business prior to completion and a further earn out payment of up to $50 million relating to the Accounting and Wealth operations, tested and payable two years following completion. Management has applied judgement in determining that the Wealth Management business satisfies the criteria for classification as held for sale under AASB 5 Non-current Assets Held for Sale and Discontinued Operations. This assessment required consideration of whether the disposal was highly probable at the reporting date, including the status of regulatory and other approvals and the expected timing of completion. Management also considered the status of ongoing separation activities to determine if the business was available for sale in its present condition subject only to terms that are usual and customary, and whether the disposal is expected to be completed within twelve months of classification. Perpetual continues to make progress towards satisfying conditions precedent for the sale of Wealth Management. This includes Bain Capital receiving Australian Competition and Consumer Commission (ACCC) approval and Perpetual obtaining from Australian Securities & Investments Commission (ASIC) the required Australian Financial Services License variations. Further, Court proceedings have commenced to facilitate the transfer of certain assets, liabilities and undertakings relating to the Wealth business, including by way of Schemes of Arrangement. The sale of Wealth Management is a key priority as part of Perpetual’s ongoing simplification. Subject to completion, net proceeds from the sale will be used to further reduce gross debt, and strengthen the balance sheet, while supporting continued investment in organic growth in the Asset Management and Corporate Trust businesses over time. The transaction is on track to complete within the final quarter of the 2026 calendar year, subject to satisfaction or waiver of the remaining conditions precedent. Whilst this is the case, there can be no certainty as to the ultimate timing or completion of the transaction. Results of discontinued operation 2026 2025 $M $M Revenue 233.7 235.6 Expenses (188.0) (184.5) Financing costs (3.0) (2.1) Results from operating activities 42.7 49.0 Income tax (12.9) (15.0) Results from operating activities, net of tax 29.8 34.0 Basic earnings per share - cents per share 26.3 30.5 Diluted earnings per share - cents per share 25.5 30.5 Net cash from discontinued operation 2026 2025 $M $M Net cash from operating activities 10.1 18.9 Net cash used in investing activities (3.3) (16.1) Net cash used in financing activities (5.7) (1.2) Net cash flows for the period1 1.1 1.6 1. Wealth Management is part of Perpetual Limited's treasury arrangements under which significantly all cash resources are held and managed centrally. Receipts from customers and payments to suppliers and employees are made to and from centrally controlled funds. Net cash from discontinued operation presents the notional cash inflows and outflows for the non-cash transactions dealt with in this way. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 77
Page 79
1.8 Discontinued operation (continued) Assets and liabilities of disposal group held for sale 2026 $M Cash and cash equivalents 1.6 Receivables 37.1 Other financial assets 12.2 Property, plant and equipment 39.0 Goodwill and other intangibles 202.5 Deferred tax assets 12.1 Other Assets 4.6 Assets held for sale 309.1 Payables 8.1 Employee Benefits 22.2 Lease Liabilities 41.7 Provisions 10.4 Deferred tax liabilities 3.7 Liabilities held for sale 86.1 Accounting policies Discontinued operation A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which: – represents a separate major line of business or geographic area of operations; – is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or – is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale. When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re- presented as if the operation had been discontinued from the start of the comparative period. Assets held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to financial assets, deferred tax assets or employee benefit assets, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification as held-for-sale and subsequent gains and losses on remeasurement are recognised in profit or loss. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and any equity-accounted investee is no longer equity accounted. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 78
Page 80
Section 2 Assets and liabilities This section shows the assets used to generate Perpetual's trading performance and the liabilities incurred as a result. Liabilities relating to the consolidated entity’s financing activities are addressed in section 3. 2.1 Business combinations Interfi On 5 June 2026, Perpetual entered into a share sale deed (‘the Acquisition’) to acquire 70% of the share capital of Interfi Systems Pty Ltd (‘Interfi’). Interfi was a privately-owned asset servicing technology business based in Victoria, Australia and an established provider of loan servicing technology to the non-bank lending sector. The acquisition aligns with the Group’s strategy to grow its Corporate Trust operations and expand capabilities within its Digital and Markets division. Interfi’s platform supports securitisation and structured finance transactions across the loan lifecycle, including loan administration and related servicing activities. The acquisition completed on 19 June 2026, being the date on which control transferred to the Group. The present value of the purchase consideration for the acquisition was approximately $33.4 million. The provisional net assets acquired predominantly comprised goodwill and other intangible assets, including software and customer contracts. Interfi’s contribution to the Group’s assets and results was not material for the year ended 30 June 2026. 2.2 Receivables 2026 2025 $M $M Current Trade receivables 182.9 236.5 Less: Allowance for expected credit losses (1.6) (2.1) 181.3 234.4 Other receivables 7.8 18.4 189.1 252.8 Movements in the allowance for expected credit losses have been recognised in Administrative and general expenses in section 1.3. Amounts charged to the provision account are generally written off when there is no expectation of additional recoveries. In subsequent periods, any recoveries of amounts previously written off are credited against administrative and general expenses in section 1.3. Accounting policies Receivables comprise trade and other receivables. Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost less an allowance for ECL. Collectability of trade receivables is reviewed on an ongoing basis and at balance date, in addition to the ECL, specific impairment losses are recorded for any doubtful debts. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 79
Page 81
2.3 Other financial assets 2026 2025 $M $M Non-current Listed equity securities 51.0 29.9 Unlisted unit trusts 237.4 247.1 Debt securities 23.1 4.4 Unlisted investment funds 41.3 44.2 Loan receivable 3.4 15.2 356.2 340.8 Accounting policies Financial assets The consolidated entity’s investments in equity securities, unlisted unit trusts, unlisted investment funds and debt securities are classified at Fair Value Through Profit and Loss (FVTPL) with the associated realised and unrealised gains and losses taken to the Income Statement. Refer to section 4.1 iv. Fair values for investments in equity securities are obtained from quoted market prices in active markets. Unlisted unit trusts and other assets are valued considering market transactions and valuation techniques (such as discounted cash flow models and option pricing models), as appropriate. Unlisted investment funds represent an equity interest in the Barrow Hanley CLO Fund I LP fund, established to invest its assets primarily in the economic equity interests of multiple collateralised loan obligation (CLO) transactions and warehouse facilities in connection therewith. Fair values for unlisted investment funds are obtained from an independent, third-party fund administrator and are based on the net asset value of the fund at the reporting date. Loan receivables are initially recorded at fair value and subsequently measured at amortised cost over the life of the loan. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 80
Page 82
2.4 Intangibles $M GOODWILL CUSTOMER CONTRACTS CAPITALISED SOFTWARE PROJECT WORK IN PROGRESS OTHER TOTAL Year ended 30 June 2026 At cost 1,486.3 1,081.7 194.3 12.4 83.3 2,858.0 Foreign exchange movement 60.3 65.6 0.6 — 2.7 129.2 Accumulated amortisation — (358.4) (130.7) — (19.5) (508.6) Accumulated impairment loss (700.9) (62.8) — — (0.9) (764.6) Transferred to assets held for sale (190.2) (11.9) (0.1) — (0.3) (202.5) Carrying amount 655.5 714.2 64.1 12.4 65.3 1,511.5 Balance at 1 July 2025 889.9 851.1 55.8 17.9 68.9 1,883.6 Additions 35.3 5.3 6.0 12.8 — 59.4 Transfers — — 18.3 (18.3) — — Foreign exchange movement (16.0) (48.2) 0.1 — (3.1) (67.2) Amortisation expense — (82.1) (16.0) — (0.2) (98.3) Impairment loss (63.5) — — — — (63.5) Transferred to assets held for sale (190.2) (11.9) (0.1) — (0.3) (202.5) Balance as at 30 June 2026 655.5 714.2 64.1 12.4 65.3 1,511.5 Year ended 30 June 2025 At cost 1,451.1 1,076.4 170.0 17.9 83.3 2,798.7 Foreign exchange movement 76.2 113.8 0.5 — 5.8 196.3 Accumulated amortisation — (276.3) (114.7) — (19.3) (410.3) Accumulated impairment loss (637.4) (62.8) — — (0.9) (701.1) Carrying amount 889.9 851.1 55.8 17.9 68.9 1,883.6 Balance at 1 July 2024 973.7 942.8 26.1 49.5 69.6 2,061.7 Additions — — — 17.8 — 17.8 Transfers — — 49.4 (49.4) — — Foreign exchange movement 6.2 45.9 0.1 — 0.9 53.1 Amortisation expense — (74.8) (19.8) — (0.7) (95.3) Impairment loss (90.0) (62.8) — — (0.9) (153.7) Balance as at 30 June 2025 889.9 851.1 55.8 17.9 68.9 1,883.6 Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 81
Page 83
2.4 Intangibles continued 2026 2025 $M $M Goodwill Impairment Testing The cash-generating units have the following carrying amounts of goodwill: Wealth Management1 — 190.2 Corporate Trust 194.0 158.7 Asset Management, comprising CGU: – Perpetual Asset Management Australia 3.5 3.5 – Trillium Asset Management 50.2 52.7 – Barrow Hanley 215.0 225.4 – TSW — 66.6 – Pendal Australia 192.8 192.8 655.5 889.9 1. The Wealth Management business is classified as Held For Sale and disclosed separately as at 30 June 2026. Refer to section 1.8 . The recoverable amount of each cash-generating unit (CGU) has been determined based on the higher of its value in use and fair value less costs of disposal. The forecast cash flows used in impairment testing are based on assumptions as to the level of profitability of each business over a projected five-year period. These forecasted cash flows are based on a five-year forecast, three years of which have been approved by the Board and a further two years of management forecasts have been applied. The main drivers of revenue growth are the value of assets under management (AUM) in the Trillium, Barrow Hanley, Perpetual Australia Asset Management, Pendal, J O Hambro and TSW CGUs, funds under advice (FUA) in the Wealth Management CGU and securitisation and capital flows in the Corporate Trust CGU. The following assumptions have been applied in deriving the value in use of each CGU: – The value in use is estimated based on the net present value of future cash flow projections to be realised from each of the CGUs over the next five years plus a terminal value. – The pre-tax discount rates used in the current year ranged from 15.7% to 18.0% (2025: 12.8% to 15.1%) for Australian CGUs and from 14.5% to 21.7% (2025: 14.2% to 14.7%) for Non-Australian CGUs. – A terminal value with a growth rate of 2.1% for the US and UK CGUs and 2.5% for the Australian CGUs has also been applied (2025: 2.1% for US and UK CGU’s and 2.5% for Australian CGUs). The pre-tax discount rate used for the UK CGU has increased during the year to reflect the business being in the early stages of its new five year strategy. Other than the normal operating changes linked to ongoing business initiatives, the assumptions do not include the effects of any future restructuring to which the consolidated entity is not yet committed or of future cash outflows by the consolidated entity which will improve or enhance the consolidated entity’s performance. An assessment of fair value less costs of disposal was also applied for the TSW CGU in accordance with AASB 136 Impairment of Assets, calculated using a market multiple approach. The following assumptions have been applied in deriving the fair value less cost of disposal for the TSW CGU: – Estimated fair value is determined by applying observable price / earnings multiples of comparable companies within the Asset Management industry to the estimated the future maintainable earnings of the TSW CGU. The price / earnings multiple applied in the current year was 10.5 times forecast earnings, consistent with externally sourced information. – A deduction is then made for the estimated costs of disposal equal to 5% of fair value based on industry benchmarks and past experience. The valuation is considered to be level 3 in the fair value hierarchy due to unobservable inputs used in the valuation. At 30 June 2026, the recoverable amounts of the Corporate Trust, Wealth Management, Perpetual Asset Management Australia, Barrow Hanley, Trillium, J O Hambro and Pendal Australia CGU’s were greater than their respective carrying amounts. Therefore, no impairment was required (2025: $153.7 million). Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 82
Page 84
2.4 Intangibles continued TSW Cash-Generating Unit During the year ended 30 June 2026, management performed an impairment assessment of the TSW CGU, which includes goodwill arising from prior business combinations. Following receipt of information subsequent to year end but prior to signing of the financial statements, management updated the impairment assessment to reflect evidence regarding conditions that existed at 30 June 2026. The updated assessment incorporated the expected loss of a client mandate representing approximately US$4.6 billion of funds under management. Management exercised significant judgement in determining whether the post balance sheet date client communication constituted additional evidence of conditions existing at the reporting date, and whether this represented an adjusting or non-adjusting event for the purposes of AASB 110 Events after the Reporting Period. The recoverable amount was determined based on the value-in-use approach as the higher recoverable amount. The forecast cash flows used in impairment testing are based on a five-year forecast. The carrying amount was determined to be higher than its recoverable amount. As a result, a non-cash impairment expense was recognised during the year. CASH GENERATING UNITS CARRYING VALUE RECOVERABLE AMOUNT NON-CASH IMPAIRMENT EXPENSE $M $M $M TSW 265.9 202.4 63.5 The total non-cash impairment expense of $63.5 million was allocated to goodwill reducing the balance of goodwill for the TSW CGU to nil. The key assumptions used in the estimation of value-in-use were as follows: CASH GENERATING UNITS PRE-TAX DISCOUNT RATE % TERMINAL GROWTH RATE % EXPECTED EARNINGS GROWTH – 5 YEAR COMPOUNDED ANNUAL GROWTH RATE (CAGR) TSW 16.0 % 2.1 % (6.2) % The pre-tax discount rate used in the prior year was 14.65% for TSW. Following the impairment charge recognised in the TSW CGU, the recoverable amount was equal to the carrying amount. Therefore, any adverse movement in a key assumption would lead to further impairment. Impact of possible changes in key assumptions At the reporting date, there is no reasonable change in key assumptions that could cause the carrying amount of the Corporate Trust, Wealth Management, Perpetual Asset Management Australia, Barrow Hanley, J O Hambro and Pendal Australia CGU’s to exceed the recoverable amount. In relation to the Trillium CGU, a shift in the pre-tax discount rate of 160 basis points, using management’s forward looking cashflow forecasts, would result in the recoverable amount being equal to the carrying value. Management has identified that a reasonably possible change in three key assumptions could cause a significant change in the recoverable amount for TSW. The following table demonstrates the sensitivity of the recoverable amount to these assumptions: RECOVERABLE AMOUNT $M PRE-TAX DISCOUNT RATE % TERMINAL GROWTH RATE % EXPECTED EARNINGS GROWTH – 5 YEAR COMPOUNDED ANNUAL GROWTH RATE (CAGR) $M $M $M Increase of 0.5% Decrease of 0.5% Increase of 0.25% Decrease of 0.25% Increase of 1% on year 5-CAGR Decrease of 1% on year 5-CAGR TSW 199.3 205.7 205.6 199.3 211.6 197.2 Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 83
Page 85
2.4 Intangibles continued Accounting policies Goodwill Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the consolidated entity’s share of the net identifiable assets of the acquired subsidiary or associate at the date of acquisition. Goodwill is allocated to cash generating units and is not amortised, but tested for impairment annually. Goodwill is measured at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Amortisation For those intangible assets which are amortised, the amortisation is calculated over the cost of the asset, or another amount substituted for cost, less its residual value. The estimated useful lives in the current and comparative periods are as follows: – capitalised software: 2.5 to 10 years (2025: 2.5 to 10 years) – customer contracts and relationships acquired: 5 to 15 years (2025: 5 to 16 years) – non-compete (included in other intangible assets): 3 to 5 years. (2025: 3 to 5 years) Amortisation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate. Software Certain internal and external costs directly incurred in acquiring and developing software have been capitalised and are amortised over their useful lives. Development costs include only those costs directly attributable to the development phase and are only recognised following completion of a technical feasibility study and where the consolidated entity has an intention and ability to use the asset. Costs incurred on software maintenance are expensed as incurred. Other intangible assets Brand names acquired by the consolidated entity are included in other intangible assets. Brand names have an indefinite useful life and are not amortised but tested for impairment annually. Brand names are measured at cost less accumulated impairment losses. Other intangible assets acquired by the consolidated entity, which have finite useful lives, are stated at cost less accumulated amortisation and impairment losses. Subsequent expenditure Subsequent expenditure is capitalised only when it increases future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 84
Page 86
2.5 Employee benefits Aggregate liability for employee benefits, including on-costs 2026 2025 $M CURRENT NON-CURRENT CURRENT NON-CURRENT Provision for annual leave 7.3 — 9.8 — Provision for long service leave 8.4 2.7 12.3 3.5 Other employee benefits1 216.6 64.9 237.3 48.3 Provision for distribution - Barrow Hanley 6.2 — 4.7 — Provision for long-term incentive plans — 7.7 — 13.5 Restructuring provision 1.5 — 8.5 — 240.0 75.3 272.6 65.3 1. Short-term incentives (STI) and deferred STI. The non-current portion of the long service leave provision has been discounted using a rate of 5.8% (2025: 5.3%) which is based on the 10 year corporate bond rate. The provision for long-term incentive plans has been discounted using a range of 4.28% to 4.69% (2025: 4.34% to 4.48%), which is based on the relevant US Treasury note rate that matches the expected payment term. The number of full time equivalent employees at 30 June 2026 was 1,764 (2025: 1,789). Accounting policies Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the consolidated entity has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Other long-term employee benefits and provision for long-term incentive plans The consolidated entity’s net obligation in respect of long-term employee benefits and long-term incentive plans (LTI) are the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Re-measurements are recognised in profit or loss in the period in which they arise. The provision for long-term incentive plans relates to schemes operated by Barrow Hanley. Restructuring A provision for restructuring is recognised when the consolidated entity has approved a detailed and formal restructuring plan and the restructuring has either commenced or has been announced publicly. Future operating costs are not provided for. Critical assumptions and estimates The provision for other LTI are dependent on the achievement of future revenue and profit hurdles, which have been measured using management’s estimate of likely outcomes. Key assumptions requiring judgement include projected cash flows, growth rate assumptions and margins. The provision represents the pro-rated portion (based on service provided to date) of the estimated future cash payments, discounted using the relevant US Treasury bond rate. The liability will be reassessed at each reporting period based on the latest consolidated entity’s forecasts, with fair value adjustments recognised in profit and loss. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 85
Page 87
2.6 Accrued incentive compensation 2026 2025 $M $M Non-current Accrued incentive compensation 87.6 68.8 87.6 68.8 Barrow Hanley, a Group Subsidiary, has a profit-sharing plan (the Plan). Under the Plan, Barrow Hanley may award annual bonuses to key employees, a portion of which may be paid to the eligible employees through the issuance of unit interests. The awards of unit interests have a three-year vesting period from the grant date, and the value is determined at grant date based on a predetermined formula. Under the provisions of the Plan, these awards contain a feature whereby shares may be put back to the parent of Barrow Hanley (Perpetual US Holding Company, Inc) in the future. Movement in the fair value of the liability is taken to employee-related expenses. The liability is re-measured each period until settlement. Unit interests are also entitled to distributions, which are accrued at each reporting date. An increase to staff related expenses is recorded with the corresponding increase to the liability included in employee benefits. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 86
Page 88
Section 3 Capital management and financing This section outlines how Perpetual manages its capital structure and related financing costs, including its balance sheet liquidity and access to capital markets. Perpetual's objectives when managing capital are to safeguard its ability to continue as a going concern, to continue to provide returns to shareholders, and to reduce the cost of capital. 3.1 Cash and cash equivalents 2026 2025 $M $M Bank balances 170.4 183.6 Short-term deposits 159.8 159.6 330.2 343.2 Short-term deposits represent investments in term deposits maturing within 90 days. 3.2 Borrowings 2026 2025 $M $M Non-current borrowings¹ 627.5 735.8 627.5 735.8 1. Net of borrowing costs of $1.8 million (2025: $2.7 million). The consolidated entity has access to the following credit facilities: Total facility used 627.5 735.8 Facility unused 260.0 160.0 In May 2025, the consolidated entity refinanced and entered into a new syndicated facility arrangement, summarised in the table below: FACILITY TYPE MAXIMUM COMMITMENT INTEREST RATE TERMINATION DATE Facility A Revolving Loan Facility $300 million AUD BBSY plus margin 31 July 2028 Facility B USD Term Loan Facility $130 million USD SOFR plus margin 31 July 2029 Facility C Bank Guarantee Facility $185 million AUD Margin only 31 July 2028 Facility D Term Loan Facility $400 million AUD BBSY plus margin 31 July 2027 The syndicated facility had a weighted average floating interest rate of 5.34% at 30 June 2026, exclusive of bank guarantees and the undrawn line fee (2025: 6.25%). The consolidated entity relies on bank guarantees issued under Facility C to meet its regulatory capital requirements. In establishing the syndicated facility arrangement, the consolidated entity incurred costs of $2.8 million. These costs have been capitalised and net off against the total facility used. Costs will be released to profit and loss over the term of the facility. $1.8 million of capitalised borrowing costs are yet to be released to profit and loss. The consolidated entity has agreed to various debt covenants being shareholders' funds as a specified percentage of total assets, a maximum ratio of gross debt to EBITDA and a minimum interest cover. The consolidated entity is in compliance with the covenants at 30 June 2026 and anticipates being compliant going forward. Should the consolidated entity not satisfy any of these covenants, the outstanding balance of the loans may become due and payable. Accounting policies Borrowings are initially recognised at fair value net of transaction costs incurred. Subsequent to initial recognition, interest- bearing borrowings are stated at amortised cost. The financial liability under the facility has a fair value equal to its carrying amount. Interest-bearing borrowings are removed from the Consolidated Statement of Financial Position when the obligation specified in the contract is discharged, cancelled or expired. Financing costs comprise interest payments on borrowings calculated using the effective interest method, and unwinding of discounts on provisions. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 87
Page 89
3.3 Contributed equity 2026 2025 $M $M Fully paid ordinary shares 115,691,221 (30 June 2025: 114,691,851) 2,321.8 2,304.4 Treasury shares 1,654,971 (30 June 2025: 2,641,313) (55.5) (80.3) 2,266.3 2,224.1 2026 2025 NUMBER OF SHARES $M NUMBER OF SHARES $M Movements in share capital (net of treasury shares held) Balance at beginning of period 112,050,538 2,224.1 109,986,327 2,174.0 Shares issued: – Issue of ordinary shares 999,370 18.5 564,730 10.7 – Movement on treasury shares 986,342 23.7 1,499,481 39.4 Balance at end of period 114,036,250 2,266.3 112,050,538 2,224.1 The Company does not have authorised capital or par value in respect of its issued shares. Terms and conditions Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders' meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are fully entitled to any surplus capital. Accounting policies Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. Repurchase of share capital (treasury shares) When share capital recognised as equity is repurchased or held by employee share plans and subject to vesting conditions, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 88
Page 90
3.4 Commitments and contingencies (a) Commitments 2026 2025 $M $M Contracted but not provided for and payable within one year 4.9 33.0 Contracted but not provided for and payable within one to two years 24.7 — 29.6 33.0 Capital expenditure contracted but not provided for and payable within one to two years primarily relates to committed fit- out costs and further investments in the unlisted investment fund which is primarily invested in multiple collateralised loan obligation transactions and warehouse facilities in connection therewith. (b) Contingencies 2026 2025 $M $M Contingent liabilities Bank guarantee in favour of the ASX Settlement and Transfer Corporation Pty Limited with respect to trading activities 1.0 1.0 Bank guarantee in favour of certain Group subsidiaries in relation to the provision of responsible entity services and custodial or depository services 152.7 143.4 Bank guarantee issued in respect of the lease of premises 9.6 10.7 163.3 155.1 In the ordinary course of business, contingent liabilities exist in respect of claims and potential claims against entities in the consolidated entity. The consolidated entity does not consider that the outcomes of any such claims known to exist at the date of this report, either individually or in aggregate, are likely to have a material effect on its operations or financial position. Accounting policies Contingent liabilities A contingent liability is a possible obligation arising from past events that may be incurred subject to the outcome of an uncertain future event not wholly within the consolidated entity's control. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 89
Page 91
Section 4 Risk management Perpetual's activities expose it to a variety of financial and non-financial risks. Financial risks include credit risk, liquidity risk and market risks (including currency risk, interest rate risk and price risk). Key financial exposures are operational risk and a failure to meet regulatory compliance obligations. The nature of the financial risk exposures arising from financial instruments, the objectives, policies and processes for managing these risks, and the methods used to measure them are detailed below. 4.1 Risk management Perpetual recognises that risk is part of doing business and that the ongoing management of risk is critical to its success. The approach to managing risk is articulated in the Risk Management Framework. The Risk Management Framework is supported by the Chief Risk Office, which is responsible for the design and maintenance of the framework, establishing and maintaining group-wide risk management policies, and providing regular risk reporting to the Board, the Audit, Risk and Compliance Committee (ARCC) and the Group Executive Leadership Team. This framework is approved by the Perpetual Board of Directors (the Board) and is reviewed for adequacy and appropriateness on an annual basis. The Board regularly monitors the overall risk profile of the consolidated entity and sets the risk appetite for the consolidated entity, usually in conjunction with the annual planning process. The Board is responsible for ensuring that management has appropriate processes in place for managing all types of risk, ranging from financial risk to operational risk. To assist in providing ongoing assurance and comfort to the Board, responsibility for risk management oversight has been delegated to the ARCC. The main functions of this Committee are to oversee the consolidated entity’s accounting policies and practices, the integrity of financial statements and reports, the scope, quality and independence of external audit arrangements, the monitoring of the internal audit function, the effectiveness of risk management policies and the adequacy of insurance programs. This Committee is also responsible for monitoring overall legal and regulatory compliance. The activities of the consolidated entity expose it to the following financial risks: credit risk, liquidity risk and market risk. These are distinct from the financial risks borne by customers which arise from financial assets managed by the consolidated entity in its role as fund manager, trustee and responsible entity. i. Credit risk Credit risk refers to the risk that a customer or counterparty to a financial instrument will fail to meet its contractual obligations resulting in financial loss to the consolidated entity. Credit risk arises principally from the consolidated entity’s cash and trade receivables. The consolidated entity mitigates its credit risk by ensuring cash deposits are held with high credit quality financial institutions and other highly liquid investments are held with trusts operated by the entity. The maximum exposure of the consolidated entity to credit risk on financial assets which have been recognised on the Consolidated Statement of Financial Position is the carrying amount, net of any allowance for expected credit losses. The table below outlines the consolidated entity's maximum exposure to credit risk as at reporting date. 2026 2025 $M $M Cash and cash equivalents 331.8 343.2 Trade receivables 212.4 234.4 Other receivables 13.8 18.4 Other financial assets 345.3 336.4 Debt securities 23.1 4.4 Details of the credit risk relating to EMRF are disclosed in section 5.1. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 90
Page 92
4.1 Risk management continued i. Credit risk continued The cash and cash equivalents are held with bank and financial institution counterparties, which are predominantly rated ‘BBB’ or higher, based on Standard & Poor’s rating. The consolidated entity's exposure to trade receivables is influenced mainly by the individual characteristic of each customer. Outstanding fees and receivables are monitored on a daily basis and an aged debtors report is prepared and monitored by business units. Management assesses the credit quality of customers by taking into account their financial position, past experience and other factors. The credit quality of financial assets that are neither past due nor credit-impaired is assessed by reference to external credit ratings, if available, or to historical information on counterparty default rates. The table below provides an aged analysis of gross carrying amount of trade and other receivables that were past due at reporting date but for which no loss allowance has been recognised, as these assets are not considered to be credit-impaired: 2026 2025 LESS THAN 30 DAYS $M 30 TO 60 DAYS $M 60 TO 90 DAYS $M MORE THAN 90 DAYS $M TOTAL $M LESS THAN 30 DAYS $M 30 TO 60 DAYS $M 60 TO 90 DAYS $M MORE THAN 90 DAYS $M TOTAL $M Trade and other receivables 3.7 4.9 0.7 4.4 13.7 15.8 2.3 0.8 5.0 23.9 ii. Liquidity risk Liquidity risk is the risk that the financial obligations of the consolidated entity cannot be met as and when they fall due without incurring significant costs. The consolidated entity’s approach to managing liquidity is to maintain a level of cash or liquid investments sufficient to meet its ongoing financial obligations. The consolidated entity has a robust liquidity risk framework in place which is principally driven by the Capital Management Review (refer to section 4.1 v. for further information). At 30 June 2026, total base capital requirements were $60 million, as per the Group Treasury Policy, compared to $199.9 million of available liquid funds. The consolidated entity manages liquidity risk by continually monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Surplus funds are generally only invested in instruments that are tradable in highly liquid markets. In addition, a six month forecast of liquid assets, cash flows and balance sheet is reviewed by the Board on a semi-annual basis to ensure there is sufficient liquidity within the consolidated entity. The tables below show the maturity profiles of the financial liabilities for the consolidated entity. These have been calculated using the contractual undiscounted cash flows. 2026 2025 LESS THAN 1 YEAR 1 TO 5 YEARS GREATER THAN 5 YEARS TOTAL LESS THAN 1 YEAR 1 TO 5 YEARS GREATER THAN 5 YEARS TOTAL $M $M $M $M $M $M $M $M Liabilities Payables 71.5 12.6 — 84.1 87.7 — — 87.7 Borrowings — 629.3 — 629.3 — 738.5 — 738.5 Lease liabilities 28.7 103.7 88.5 220.9 20.5 72.2 69.9 162.6 100.2 745.6 88.5 934.3 108.2 810.7 69.9 988.8 Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 91
Page 93
4.1 Risk management continued iii. Market risk Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the consolidated entity’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The consolidated entity is subject to the following market risks: (a) Currency risk The consolidated entity’s investment of capital in foreign operations - for example, subsidiaries or associates with functional currencies other than the Australian Dollar - exposes the consolidated entity to the risk of changes in foreign exchange rates. Variations in the value of these foreign operations arising as a result of exchange differences are reflected in the foreign currency translation reserve in equity. The consolidated entity is primarily exposed to currency risk relating to the United States (USD), the United Kingdom (GBP), Singapore (SGD) and European (EUR) operations. Where it is considered appropriate, the consolidated entity takes out economic hedges against larger foreign exchange denominated revenue streams (primarily US Dollar). The primary objective of hedging is to ensure that, if practical, the effect of changes in foreign exchange rates on the consolidated capital ratios are minimised. As at 30 June 2026, a total balance of $48.5 million remained in the foreign currency translation reserve from hedging relationships for which hedge accounting is no longer applied. Exposure to currency risk The summary quantitative data about the consolidated entity’s exposure to currency risk as reported to management of the consolidated entity is as follows. The following are financial assets and liabilities in currencies other than the reporting currency of the consolidated entity. 2026 2025 USD GBP SGD EUR USD GBP SGD EUR $M $M $M $M $M $M $M $M Financial assets and liabilities¹ Cash and cash equivalents 89.8 160.6 9.2 15.2 96.5 158.4 13.0 10.8 Receivables 89.5 10.8 2.5 5.7 86.6 13.8 2.2 5.7 Other financial assets 133.0 76.7 — 10.7 151.4 69.0 — 10.6 Unlisted investment fund 41.3 — — — 44.2 — — — Payables (7.6) (9.4) (0.6) (3.2) (9.9) (12.4) (0.7) (2.7) Borrowings (189.3) — — — (198.5) — — — Net statement of financial position exposure 156.7 238.7 11.1 28.4 170.3 228.8 14.5 24.4 1. The consolidated entity is also exposed to currency risk arising from transactions denominated in Hong Kong Dollars (HKD), Swiss Francs (CHF) and Czech Koruny (CZK). Exposures to these currencies are not considered material and have not been disclosed separately. The table below demonstrates the impact of a 10% strengthening/(weakening) of the Australian dollar against the currencies noted above at 30 June, on the net profit after tax and equity of the consolidated entity with all other variables held constant: 2026 2025 IMPACT ON NET PROFIT AFTER TAX IMPACT ON EQUITY IMPACT ON NET PROFIT AFTER TAX IMPACT ON EQUITY $M $M $M $M +/- 10% (20.1)/20.1 (33.5)/33.5 (21.1)/21.1 (33.7)/33.7 Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 92
Page 94
4.1 Risk management continued iii. Market risk continued (b) Interest rate risk Interest rate risk is the risk to the consolidated entity’s earnings and capital arising from changes in market interest rates. The financial instruments held that are impacted by interest rate risk consist of cash and borrowings. The consolidated entity's exposure to interest rate risk arises predominantly on the $889.3 million syndicated facility, of which $629.3 million was drawn as at 30 June 2026 (refer to section 3.2). This loan facility is rolled on a one month, three month or six month term. The consolidated entity's exposure to interest rate risk for the financial assets and liabilities is set out as follows FLOATING INTEREST RATE FIXED INTEREST RATE NON-INTEREST BEARING TOTAL $M $M $M $M At 30 June 2026 Financial assets Cash and cash equivalents 267.9 36.8 27.1 331.8 Receivables 1.5 — 224.7 226.2 Other financial assets 35.1 3.6 329.7 368.4 304.5 40.4 581.5 926.4 Financial liabilities Payables — — 71.6 71.6 Lease liabilities — 154.8 — 154.8 Borrowings 629.3 — — 629.3 629.3 154.8 71.6 855.7 At 30 June 2025 Financial assets Cash and cash equivalents 285.5 34.9 22.8 343.2 Receivables 1.6 — 251.2 252.8 Other financial assets 15.9 3.6 321.3 340.8 303.0 38.5 595.3 936.8 Financial liabilities Payables — — 87.7 87.7 Lease liabilities — 151.3 — 151.3 Borrowings 738.5 — — 738.5 738.5 151.3 87.7 977.5 The table below demonstrates the impact of a 1% change in interest rates, with all other variables held constant, on the net profit after tax and equity of the consolidated entity. 2026 2025 IMPACT ON NET PROFIT AFTER TAX IMPACT ON EQUITY IMPACT ON NET PROFIT AFTER TAX IMPACT ON EQUITY $M $M $M $M +/- 1% (2.4)/2.4 (2.4)/2.4 (3.0)/3.0 (3.0)/3.0 The impact on net profit after tax for the year would be mainly as a result of an (increase)/decrease in interest expense on borrowings. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 93
Page 95
4.1 Risk management continued iii. Market risk continued (c) Market risks arising from Assets Under Management The consolidated entity’s revenue is significantly dependent on assets under management (AUM). Management calculates the expected impact to annualised revenue from a 10% movement in AUM to be approximately $96.3 million. (d) Market risks arising from seed funds The consolidated entity is exposed to equity price risk on investments held by its seed funds. The funds may also be exposed to the other risks which influence the value of those shares or units (including foreign exchange rates and interest rates). The Perpetual Investment Committee and Seed Capital Oversight Committee are responsible for reviewing and recommending new incubation strategies and ensuring management has appropriate processes and systems in place for managing investment risk for each fund. Risk management techniques are used in the selection of investments, including derivatives, which are only acquired if they meet specified investment criteria. Daily monitoring of trade restrictions and derivative exposure against limits is undertaken with any breach of these restrictions reported to the Chief Risk Officer. These funds may be party to derivative financial instruments in the normal course of business in order to hedge exposure to fluctuations in foreign exchange rates, interest rates and equity indices in accordance with the funds' investment guidelines. The seed funds may be exposed to currency risk and interest rate risk. Their investment managers may enter into derivative contracts (such as forwards, swaps, options and futures) through approved counterparties to manage this risk. However, the use of these contracts must be consistent with the investment strategy and restrictions of each seed fund, and agreed acceptable level of risk. These funds are also exposed to interest rate risk on cash holdings. Interest income from cash holdings is earned at variable interest rates and investments in cash holdings are at call. (e) Market risks arising from the Exact Market Return Fund The risk management approach to, and exposures arising from EMRF are disclosed in section 5.1. iv. Fair value The following tables present the consolidated entity's assets and liabilities measured and recognised at fair value, by valuation method, at 30 June 2026. The different levels have been defined as follows: Level 1: Quoted prices in active markets for identical assets and liabilities; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Inputs for the asset or liability that are not based on observable market data. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 94
Page 96
4.1 Risk management continued iv. Fair value continued LEVEL 1 LEVEL 2 LEVEL 3 TOTAL $M $M $M $M At 30 June 2026 Financial assets Listed equity securities 51.0 — — 51.0 Unlisted unit trusts — 237.4 — 237.4 Unlisted investment fund — — 41.3 41.3 Structured products - EMRF assets — 236.9 — 236.9 Debt securities — 23.1 — 23.1 51.0 497.4 41.3 589.7 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL $M $M $M $M At 30 June 2025 Financial assets Listed equity securities 29.9 — — 29.9 Unlisted unit trusts — 247.1 — 247.1 Unlisted investment fund — — 44.2 44.2 Structured products - EMRF assets 22.1 217.5 — 239.6 Debt securities 4.4 — — 4.4 56.4 464.6 44.2 565.2 The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values: 2026 2025 $M $M Balance at 1 July 44.2 46.6 Foreign exchange movements (2.2) 0.5 Net change in fair value (unrealised) (0.7) (2.9) Balance at 30 June 41.3 44.2 The investment in the unlisted investment fund, representing equity interests of multiple collateralised loan obligation (CLO) transactions, is classified as a Level 3 fair value instrument as it is an unlisted entity, valued using unobservable inputs. The fair value of the unlisted investment fund has been determined using the net asset value of the fund as at 30 June 2026 obtained from an independent, third-party fund administrator. For the fair value of the unlisted investment fund, reasonably possible changes at the reporting date to the net asset value of the fund, holding other inputs constant, would have the following effects: 2026 2025 IMPACT ON NET PROFIT AFTER TAX IMPACT ON EQUITY IMPACT ON NET PROFIT AFTER TAX IMPACT ON EQUITY $M $M $M $M +/- 10% 2.9/(2.9) 2.9/(2.9) 3.1/(3.1) 3.1/(3.1) Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 95
Page 97
4.1 Risk management continued iv. Fair value continued The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the consolidated entity is the last traded price. Marketable shares included in other financial assets are traded in an organised financial market and their fair value is the current quoted last traded price for an asset. The carrying amounts of bank term deposits and receivables approximate fair value. The fair value of investments in unlisted shares in other corporations is determined by reference to the underlying net assets and an assessment of future maintainable earnings and cash flows of the respective corporations. The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. The estimates of fair value where valuation techniques are applied are subjective and involve the exercise of judgement. Changing one or more of the assumptions applied in valuation techniques to reasonably possible alternative assumptions may impact on the amounts disclosed. v. Capital risk management A Capital Management Review is carried out as needed and is submitted to the CFO for review and approval. If changes are required to funding requirements, the capital structure or to the capital management strategy of the consolidated entity, the CFO will present their recommendation to the Board via the Audit, Risk and Compliance Committee. The Group Policy – Treasury ensures that the level of financial conservatism is appropriate for the Company's businesses including acting as custodian and manager of clients' assets and operation as a trustee company. This policy also aims to provide business stability and accommodate the growth needs of the consolidated entity. This policy comprises three parts: (a) Dividend policy Dividends paid to shareholders are typically in the range of 60-90% of the consolidated entity's underlying profit after tax attributable to members of the Company, which is line with the policy announced in June 2023. In certain circumstances, the Board may declare a dividend outside of that range. (b) Review of capital and distribution of excess capital A review of the consolidated entity’s capital base is performed as needed and excess capital that is surplus to the consolidated entity’s current requirements may potentially be returned to shareholders in the absence of a strategically aligned, value accretive investment opportunity. (c) Gearing policy The current gearing policy aims to target an investment grade credit rating by maintaining a corporate debt to capital ratio (corporate debt/(corporate debt + equity)) of 30% or less and EBIT interest cover (EBIT/interest expense) of more than ten times. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 96
Page 98
4.1 Risk management continued v. Capital risk management continued Accounting policies The consolidated entity initially recognises receivables on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the consolidated entity becomes a party to the contractual provisions of the instrument. Financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date at which the consolidated entity becomes a party to the contractual provisions of the instrument. The consolidated entity derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. (a) Financial assets at fair value through profit or loss Financial assets other than receivables are mandatorily classified and measured at fair value through profit or loss on initial recognition. Attributable transaction costs are recognised in profit or loss when incurred. Financial assets mandatorily classified at fair value through profit or loss are measured at fair value and changes recognised in profit or loss. (b) Receivables Receivables are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, receivables are measured at amortised cost using the effective interest method less impairment losses. The consolidated entity derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the consolidated entity is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the Consolidated Statement of Financial Position when, and only when, the consolidated entity has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. (c) Derivative financial instruments The consolidated entity holds derivative financial instruments within funds to hedge its interest rate, foreign exchange and market risk exposures. Derivatives are recognised initially at fair value. Attributable transaction costs are recognised in profit or loss when incurred. (d) Financial guarantee contracts Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. Financial guarantees are given to wholly owned subsidiaries, within the consolidated entity. Such guarantees are only provided in exceptional circumstances and are subject to specific Board approval and are monitored on a quarterly basis as part of the consolidated entity's regulatory reporting. The liability is initially measured at fair value and subsequently at the higher of the amount determined in accordance with AASB 137 Provisions, Contingent Liabilities and Contingent Assets and the amount initially recognised less cumulative amortisation, where appropriate. Where guarantees in relation to loans or other payables of subsidiaries are provided for no compensation, the fair values are accounted for as contributions and recognised as part of the cost of the investment. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 97
Page 99
Section 5 Other disclosures This section contains other miscellaneous disclosures that are required by accounting standards. 5.1 Structured products assets and liabilities i. Exact Market Return Fund 2026 2025 $M $M Current assets Perpetual Exact Market Return Fund 236.9 239.6 236.9 239.6 Current liabilities Perpetual Exact Market Return Fund 236.9 239.2 236.9 239.2 The Exact Market Return Fund (EMRF) current asset balances reflect the fair value of the assets held by the Fund. The current liabilities balances represent the consolidated entity's obligation to the Fund’s investors. The difference between the current assets and current liabilities balance has been recorded in profit and loss. EMRF was established with the purpose of providing an exact return that matched the Bloomberg AusBond Bank Bill Index (the benchmark index) to investors. The Fund's ability to pay the benchmark return to the investors is guaranteed by the consolidated entity. The National Australia Bank has provided EMRF product with a guarantee to the value of $3 million (2025: $3 million) to be called upon in the event that the consolidated entity is unable to meet its obligations. Due to the guaranteed benchmark return to investors, the consolidated entity is exposed to the risk that the return of EMRF differs from that of the benchmark. The return of EMRF is affected by risks to the underlying investments in the EMRF portfolio, which are market, liquidity and credit risks. EMRF uses professional investment managers to manage the impact of the above risks by using prudent investment guidelines and investment processes. The investment managers explicitly target low volatility and aim to achieve this through a quality screening process that is designed to assess the likelihood of default and difficult trading patterns during periods of rapid systematic risk reduction. There is a clearly defined mandate for the inclusion of sectors and issuances. In periods of risk reduction, diversification may be narrowly focused on cash and highly liquid investment-grade assets. At times of higher risk tolerance, appropriate diversification should be expected. Interest rate exposure is limited to +/- 90 days versus the benchmark. The portfolios are constructed with the goal of having a diversified set of securities, while largely retaining the low risk characteristics of a cash investment. Liquidity risk of EMRF is managed by maintaining a level of cash or liquid investments in the portfolios which is sufficient to meet a level and pattern of investor redemptions (consistent with past experience), distributions or other of the Fund’s financial obligations. This is complemented by a dynamic portfolio management process that ensures liquidity is increased when there is an expectation of a deterioration in market conditions. Cash flow forecasts are prepared for the Fund, including the consideration of the maturity profile of the securities, interest and other income earned by the Fund, and projected investor flows based on historical trends and future expectations. As a result of the swap agreements between EMRF and the consolidated entity, the consolidated entity consolidates EMRF and is hence exposed to credit risk on its exposure to the $236.9 million (2025: $239.6 million) of underlying investments held by EMRF. The maximum exposure would only be realised in the unlikely event that the recoverable value of all the underlying investments held by EMRF decline to $nil. The credit quality of financial assets is managed by EMRF using Standard & Poor’s rating categories or equivalent, in accordance with the investment mandate of EMRF. The exposure in each credit rating category is monitored on a daily basis. This review process allows assessment of potential losses as a result of risks and the undertaking of corrective actions. The investment managers have undertaken to restrict the asset portfolio of the underlying funds to securities, deposits or obligations with a Standard & Poor’s or equivalent 'BBB-' fund credit quality rating or higher. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 98
Page 100
5.1 Structured products assets and liabilities continued i. Exact Market Return Fund continued The investment managers of the underlying Funds invested by EMRF enter into a variety of derivative financial instruments such as credit default swaps and foreign exchange forwards in the normal course of business in order to mitigate credit risk exposure and to hedge fluctuations in foreign exchange rates. Details of the assets held by the underlying Funds are set out below: 30 JUNE 2026 AAA TO AA - A+ TO A- BBB+ TO BBB- TOTAL $M $M $M $M Corporate bonds and money market securities 15.0 57.1 6.0 78.1 Mortgage and asset backed securities 143.4 — — 143.4 Cash management trust 10.0 — — 10.0 Cash 9.9 — — 9.9 178.3 57.1 6.0 241.4 Other (4.5) 236.9 30 JUNE 2025 AAA TO AA - A+ TO A- BBB+ TO BBB- TOTAL $M $M $M $M Corporate bonds and money market securities 72.9 59.6 1.5 134.0 Mortgage and asset backed securities 86.0 — — 86.0 Cash management trust 16.8 — — 16.8 Cash 5.3 — — 5.3 181.0 59.6 1.5 242.1 Other (2.5) 239.6 The table below demonstrates the impact of a 1% change in the fair value of the underlying assets of EMRF, due to market price movements, based on the values at reporting date. 2026 2025 $M $M 1% increase 2.4 2.4 1% decrease (2.4) (2.4) The actual impact of a change in the fair value of the underlying assets of EMRF on the consolidated profit before tax is dependent on the performance of the Fund relative to the benchmark index. If the Fund’s performance is below the benchmark return, then the consolidated entity will be obliged to make payments to the investor. Conversely, if the Fund’s performance is higher than the benchmark, then the benefit of the higher performance accrues to the consolidated entity. In addition, any variance between the consolidated entity’s current assets EMRF balance and the consolidated entity’s current liabilities EMRF balance would be reflected in profit and loss. Accounting policies The EMRF product, consisting of EMRF, is consolidated as the consolidated entity is exposed to variable returns and has the power to affect those returns. The swap agreements result in the benchmark rate of return being paid to the unitholders in the Fund. The swap agreements are inter-company transactions between a subsidiary of the Company and the Funds and are eliminated on consolidation. Assets and liabilities of EMRF are disclosed separately on the face of the Consolidated Statement of Financial Position as structured product assets and structured product liabilities. The benchmark return generated by EMRF and distributions to unitholders are disclosed in section 3.1 Expenses as distributions and expenses related to structured products. The financial assets represented by the structured products assets balance are accounted for in accordance with the underlying accounting policies of the consolidated entity. These consist of investments that are mandatorily classified at FVTPL. The financial liabilities are measured at amortised cost. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 99
Page 101
5.2 Parent entity disclosures As at, and throughout, the financial year ended 30 June 2026 the parent entity of the consolidated entity was Perpetual Limited. 2026 2025 $M $M Result of the parent entity Profit after tax for the year 236.6 32.2 Total comprehensive income for the year 236.6 32.2 Financial position of the parent entity at year end Current assets 488.2 2,601.1 Total assets 3,678.1 3,796.6 Current liabilities 387.6 520.0 Total liabilities 1,128.7 1,377.1 Total equity of the parent entity comprising: Share capital 2,293.3 2,287.0 Reserves 21.9 9.5 Retained earnings 234.2 123.0 Total equity 2,549.4 2,419.5 Parent entity contingencies The Directors are of the opinion that provisions are not required in respect of any parent entity contingencies, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement. 2026 2025 $M $M Uncalled capital of the controlled entities 12.5 12.1 In the ordinary course of business, contingent liabilities exist in respect of claims and potential claims against the parent entity. The parent entity does not consider that the outcome of any such claims known to exist at the date of this report, either individually or in aggregate, are likely to have a material effect on its operations or financial position. Parent entity guarantees in respect of the debts of its subsidiaries The parent entity has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of certain subsidiaries. Further details of the Deed of Cross Guarantee and the subsidiaries subject to the deed are disclosed in section 5.4. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 100
Page 102
5.3 Controlled entities Perpetual Limited3 Controlled Entities1 Perpetual Investment Management Limited 100 100 Australia Perpetual Assets Pty. Ltd.2 100 100 Australia Australian Trustees Limited3 100 100 Australia Perpetual Trustee Company (Canberra) Limited3,6 100 — Australia Perpetual Trustee Company Limited 100 100 Australia Perpetual Trustees Consolidated Limited3 100 100 Australia Perpetual Trustees Queensland Limited3 100 100 Australia Perpetual Trustees Victoria Limited3 100 100 Australia Perpetual Trustees W.A. Ltd3,7 — 100 Australia Queensland Trustees Pty. Ltd.2 100 100 Australia Fordham Business Advisors Pty Ltd2,7 — 100 Australia Perpetual Superannuation Limited 100 100 Australia Perpetual Nominees Limited 100 100 Australia Perpetual Services Pty Limited2 100 100 Australia Perpetual Australia Pty Limited2,3 100 100 Australia Perpetual Trust Services Limited 100 100 Australia Perpetual Acquisition Company Limited 100 100 Australia Perpetual Digital Holdings Pty Ltd2 100 100 Australia PCT PWM HoldCo Pty Ltd2 100 100 Australia Perpetual Exact Market Return Fund 100 100 Australia BENEFICIAL INTEREST COUNTRY OF INCORPORATION AND PRINCIPAL PLACE OF BUSINESSNAME OF COMPANY 2026 2025 % % Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 101
Page 103
5.3 Controlled entities continued Entities under the control of Perpetual Digital Holdings Pty Limited Perpetual Digital Pty Ltd2 100 100 Australia Perpetual Roundtables Pty Limited2 100 100 Australia Perpetual Wholesale Fiduciary Services Pty Ltd2 100 100 Australia Perpetual CT Capital Pty Ltd10 100 100 Australia Perpetual CT Markets Pty Ltd2,11 100 100 Australia Interfi Systems Pty Ltd4 70 — Australia Entities under the control of Perpetual CT Capital Pty Ltd8 Easterly Asset Management Pty Ltd2 100 100 Australia Perpetual CT Advisory Pty Ltd2,12 100 100 Australia Entities under the control of Perpetual Investment Management Limited Perpetual Strategic Partners Limited13 100 — Australia Entities under the control of Interfi Systems Pty Ltd4 Interfi Systems International Pty Ltd 100 — Australia Entities under the control of Perpetual Trustee Company Limited Perpetual Corporate Trust Limited 100 100 Australia P.T. Limited 100 100 Australia Entities under the control of P.T. Limited Perpetrust Nominees Proprietary Limited2 100 100 Australia Entities under the control of PCT PWM HoldCo Pty Ltd Perpetual PCT Services Pty Ltd2 100 100 Australia Perpetual PWM Services Pty Ltd2 100 100 Australia Perpetual IP Holdings Pty Ltd2 100 100 Australia Entities under the control of Perpetual PWM Services Pty Ltd Perpetual Trustee Company (Canberra) Limited3,6 — 100 Australia Perpetual Trustees W.A. Ltd3,7 100 — Australia Fordham Business Advisors Pty Ltd2,7 100 — Australia Jacaranda Financial Planning Pty Ltd8 100 — Australia Fintuition Institute Pty Limited2,8 100 — Australia The Trust Company (UTCCL) Limited9 100 — Australia BENEFICIAL INTEREST COUNTRY OF INCORPORATION AND PRINCIPAL PLACE OF BUSINESSNAME OF COMPANY 2026 2025 % % Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 102
Page 104
5.3 Controlled entities continued Entities under the control of Perpetual Acquisition Company Limited The Trust Company Limited 100 100 Australia Fintuition Institute Pty Limited2,8 — 100 Australia Perpetual US Holding Company, Inc 100 100 USA Perpetual Asset Management UK Limited5 — 100 UK Trillium Asset Management UK Limited5 — 100 UK Perpetual Europe Holding Company B.V 100 100 Netherlands Jacaranda Financial Planning Pty Ltd8 — 100 Australia Perpetual Asia - Hong Kong Ltd 100 100 Hong Kong Perpetual Finance UK Ltd 100 100 UK Pendal Group Limited3 100 100 Australia Entities under the control of Pendal Group Limited Pendal Institutional Limited 100 100 Australia Pendal Fund Services Limited 100 100 Australia JOHCM (Singapore) PTE. Limited 100 100 Singapore JOHCM Funds (UK) Limited 100 100 UK J O Hambro Capital Management Limited 100 100 UK Perpetual Investment Services Europe Limited 100 100 Republic of Ireland Pendal USA Inc. 100 100 USA Entities under the control of Pendal USA Inc. JOHCM (USA) Inc. 100 100 USA Thompson, Siegel & Walmsley LLC 100 100 USA Entities under the control of Thompson, Siegel & Walmsley LLC WPS Capital Management, LLC 50 50 USA Entities under the control of The Trust Company Limited Perpetual (Asia Holdings) Pte. Ltd. 100 100 Singapore The Trust Company (Australia) Limited 100 100 Australia The Trust Company (UTCCL) Limited9 — 100 Australia Entities under the control of The Trust Company (Australia) Limited The Trust Company (Nominees) Limited 100 100 Australia The Trust Company (PTAL) Limited 100 100 Australia The Trust Company (RE Services) Limited 100 100 Australia Entities under the control of Perpetual (Asia Holdings) Pte. Limited Perpetual (Asia) Limited 100 100 Singapore Perpetual Wealth Management PTE. Limited 100 100 Singapore BENEFICIAL INTEREST COUNTRY OF INCORPORATION AND PRINCIPAL PLACE OF BUSINESSNAME OF COMPANY 2026 2025 % % Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 103
Page 105
5.3 Controlled entities continued Entities under the control of Perpetual US Holding Company, Inc Trillium Asset Management Group, LLC 100 100 USA Perpetual US Services, LLC 100 100 USA Perpetual US TDC, LLC 100 100 USA Barrow Hanley Mewhinney & Strauss, LLC 77 77 USA BHMS Investment GP, LLC 100 100 USA Entities under the control of Trillium Asset Management Group, LLC Trillium Asset Management, LLC 100 100 USA Trillium Impact GP, LLC 100 100 USA Entities under the control of Barrow Hanley Mewhinney & Strauss, LLC BH Credit Holdings GP, LLC 100 100 USA BH Credit Management, LLC 100 100 USA Barrow Hanley Holding GP, LLC 100 100 USA BH Credit Holdings II GP, LLC 100 100 USA BH Credit Management II, LLC 100 100 USA BENEFICIAL INTEREST COUNTRY OF INCORPORATION AND PRINCIPAL PLACE OF BUSINESSNAME OF COMPANY 2026 2025 % % 1. Entities in bold are directly owned by Perpetual Limited. 2. A small proprietary company as defined by the Corporations Act 2001 and is not required to be audited for statutory purposes. 3. Company is a party to the Deed of Cross Guarantee as noted in section 5.4. 4. Perpetual acquired a 70% interest in Interfi Systems Pty Ltd on 19 June 2026. Refer to section 2.1 for further details. 5. Entity was deregistered on 18 November 2025. 6. Ownership of entity was transferred from Perpetual PWM Services Pty Ltd to Perpetual Limited on 1 December 2025. 7. Ownership of entity was transferred from Perpetual Limited to Perpetual PWM Services Pty Ltd on 1 December 2025. 8. Ownership of entity was transferred from Perpetual Acquisition Company Limited to Perpetual PWM Services Pty Ltd on 1 December 2025. 9. Ownership of entity was transferred from The Trust Company Limited to Perpetual PWM Services Pty Ltd on 1 December 2025. 10. Previously registered as Perpetual Capital Markets Pty Ltd until 21 August 2025. 11. Previously registered as Perpetual Markets Pty Ltd until 21 August 2025. 12. Previously registered as Perpetual Advisory Pty Ltd until 21 August 2025. 13. Entity was incorporated on 24 November 2025. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 104
Page 106
5.4 Deed of cross guarantee Perpetual Limited and certain wholly owned subsidiaries listed below (collectively, ‘the Closed Group’) have entered into a Deed of Cross Guarantee (‘the Deed’) effective 29 June 2017 and varied by Assumption Deed effective 28 June 2024, Revocation Deed effective 27 November 2025 and Assumption Deed effective 26 June 2026. The effect of the Deed is that Perpetual Limited has guaranteed to pay any deficiency in the event of a winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001 (Cth). The subsidiaries have also given a similar guarantee in the event that Perpetual Limited is wound up. Pursuant to ASIC Corporations (wholly owned companies) Instrument 2016/785 (‘Instrument’), the wholly owned subsidiaries noted below within the Closed Group (except where noted) are relieved from the Corporations Act 2001 (Cth) requirements for preparation, audit and lodgement of their financial reports. The following entities are party to the Deed:; – Perpetual Trustees Consolidated Limited – Perpetual Trustees Victoria Limited – Perpetual Trustees Queensland Limited – Perpetual Trustees W.A. Limited1 – Perpetual Australia Pty Limited – Perpetual Acquisition Company Limited – Perpetual Trustee Company (Canberra) Limited2 – Australian Trustees Limited – Pendal Group Limited 1. Perpetual Trustees W.A. Ltd left the Closed Group on 1 December 2025. 2. Perpetual Trustee Company (Canberra) Ltd ("PTCCL") left the Closed Group on 1 April 2025. It left the Deed by execution of a Revocation Deed by all the Closed Group members, effective 27 November 2025. On 1 December 2025 PTCCL was transferred from Perpetual PWM Services Pty Limited to Perpetual Limited. It rejoined the Deed by execution of an Assumption Deed by PTCCL and Perpetual Limited, effective 26 June 2026. A summarised Consolidated Statement of Profit or Loss and Other Comprehensive Income and Consolidated Statement of Financial Position comprising the Closed Group as at 30 June 2026 are set out below. The financial statements for the Extended Closed Group are the same as the Closed Group. YEAR ENDED 30 JUNE 2026 YEAR ENDED 30 JUNE 2025 $M $M Revenue 368.3 314.3 Expenses (200.7) (263.3) Financing costs (43.9) (65.8) Net profit/(loss) before tax 123.7 (14.8) Income tax benefit 48.7 48.4 Net profit after tax 172.4 33.6 Other comprehensive income, net of income tax 6.3 41.6 Total comprehensive income 178.7 75.2 Total comprehensive income attributable to: Equity holders of the Company 178.7 75.2 Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 105
Page 107
5.4 Deed of cross guarantee continued 2026 2025 $M $M Current assets Cash and cash equivalents 34.8 52.0 Receivables 285.5 230.3 Current tax assets — 13.9 Structured Products - EMRF assets 236.9 239.6 Prepayments 16.2 16.1 Other assets 0.9 1.3 Total current assets 574.3 553.2 Non-current assets Prepayments — 0.9 Other financial assets 2,696.9 2,787.1 Property, plant and equipment 79.3 100.2 Intangibles 233.0 234.4 Deferred tax assets 133.9 75.0 Total non-current assets 3,143.1 3,197.6 Total assets 3,717.4 3,750.8 Current liabilities Payables 150.0 169.7 Structured Products - EMRF liabilities 236.9 239.2 Current tax liabilities 47.9 — Employee benefits 100.5 118.0 Lease liabilities 6.8 5.4 Provisions 11.6 7.2 Total current liabilities 553.7 539.5 Non-current liabilities Borrowings 627.5 735.8 Deferred tax liabilities 8.3 6.1 Employee benefits 21.8 21.2 Lease liabilities 87.2 93.9 Provisions — 1.9 Total non-current liabilities 744.8 858.9 Total liabilities 1,298.5 1,398.4 Net assets 2,418.9 2,352.4 Equity Contributed equity 2,329.2 2,287.0 Reserves (36.1) (18.9) Retained earnings 125.8 84.3 Total equity 2,418.9 2,352.4 Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 106
Page 108
5.5 Unconsolidated structured entities Perpetual Limited and its subsidiaries have interests in various structured entities that are not consolidated. A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements. Perpetual has an interest in a structured entity when the Company has a contractual or non-contractual involvement that exposes it to variable returns from the performance of the entity. The Company’s interest includes investments held in securities or units issued by these entities and fees earned from management of the assets within these entities. Information on the Company’s interests in unconsolidated structured entities as at 30 June is as follows INVESTMENT FUNDS - COMPANY MANAGED CARRYING AMOUNT MAXIMUM EXPOSURE TO LOSS1 $M $M 2026 Other financial assets - non-current 278.7 249.5 2025 Other financial assets - non-current 291.3 254.7 1. For all unlisted unit trusts and investment funds, the consolidated entity’s maximum exposure to loss is equivalent to the cost of the investment in the fund. Consolidated entity managed investment funds The consolidated entity manages unlisted unit trusts and investment funds through asset management subsidiaries. Control over these managed unlisted unit trusts and investment funds may exist since the consolidated entity has power over the activities of the funds. However, these unlisted unit trusts and investment funds have not been consolidated because the consolidated entity does not have the ability to affect the level of returns and is not exposed to significant variability in returns from the funds. The consolidated entity earns management fees from the management of these unlisted unit trusts and investment funds which are commensurate with the services provided and are reported in revenue from the provision of services. Management fees are generally based on the value of the assets under management. Therefore, the fees earned are impacted by the composition of the assets under management and fluctuations in financial markets. The revenue earned is included in revenue from the provision of services in section 1.2. Unlisted unit trusts and investment funds are investment vehicles that consist of a pool of funds collected from several investors for the purpose of investing in securities such as money market instruments, debt securities, equity securities and other similar assets. For all unlisted unit trusts and investment funds, the consolidated entity’s maximum exposure to loss is equivalent to the cost of the investment in the fund. Unlisted unit trusts and investment funds are generally financed through the issuance of fund units. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 107
Page 109
5.6 Share-based payments During the year, $20,305,161 (2025: $26,072,113) of amortisation relating to shares, performance rights and share rights was recognised as an expense with the corresponding entry directly in equity. i. Employee share schemes - equity settled The Chief Executive Officer (CEO), Key Management Personnel (KMP) and certain executives and employees are provided with deferred shares as part of their executive remuneration arrangements. These arrangements are summarised as follows: PLAN LONG-TERM INCENTIVE (LTI) PLAN FUND MANAGER VARIABLE REWARD SCHEME ONE PERPETUAL SHARE PLAN (OPSP) Type of share-based payment (allocated at no cost) Perpetual ordinary shares. Perpetual ordinary shares of up to $1,000 per employee per year. How it is used Primarily used to reward key management and specialist employees globally, forming a part of their variable remuneration. Primarily used for mandatory deferral of a portion of fixed and/or variable reward for eligible investment managers. To reward eligible employees, subject to the Company meeting its net profit after tax target. Market performance conditions None Service conditions Continued employment throughout the vesting period or as determined by the Board. Shares must normally remain within the Plan for three years from grant date unless the employee leaves Perpetual. Vesting period 3 years 1 - 5 years Immediate Dividends and voting rights during vesting period Yes Unvested awards If a participant is terminated for cause or gives notice of resignation before the vesting date, all unvested shares will lapse or be forfeited, unless the board determines otherwise. If a participant’s employment ends for any other reason, a pro rata portion of the unvested shares are retained. Details of the movement in employee shares All shares granted during the year were issued at market price. The number of shares granted is determined by dividing the value of the grant by the Volume Weighted Average Price (VWAP) of Perpetual shares traded on the ASX in the five business days up to and including the grant date. The following table illustrates the movement in employee shares during the financial year: NUMBER OPENING BALANCE 1 JULY VESTED SHARES SHARES PURCHASED ON MARKET SHARES ISSUED ON MARKET CLOSING BALANCE AT 30 JUNE 2026 2,641,313 (1,773,342) — 787,000 1,654,971 2025 4,140,794 (1,929,481) 60,000 370,000 2,641,313 The weighted average remaining contractual life of employee shares at 30 June 2026 was 1 year (30 June 2025: 1 year). This does not include unallocated shares of 323,045 (30 June 2025: 371,521). Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 108
Page 110
5.6 Share-based payments continued ii. Share and performance rights - equity settled The CEO, KMP and certain executives and employees are provided with share and performance rights as part of their executive remuneration arrangements. These arrangements are summarised as follows: PLAN LONG-TERM INCENTIVE (LTI) PLAN EXECUTIVE KMP VARIABLE INCENTIVE PLAN EXECUTIVE KMP GROWTH INCENTIVE PLAN Type of share-based payment (allocated at no cost) Share rights Share and performance rights Performance rights How it is used Primarily used as a retention incentive for key management and specialist employees. Aligns executive remuneration and accountability with shareholder experience over the long term. One-off award made in September 2022 as part of a retention incentive and alignment of executive remuneration with shareholder experience over the long term. Market performance conditions None Unhurdled Awards: None Hurdled Awards (performance rights): Measured against the Compounded Annual Growth Rate (CAGR) of the Company's absolute Total Shareholder Return (TSR) over a four year performance period. Measured against a performance hurdle of CAGR of absolute TSR over a five year performance period. Testing dates None Unhurdled Awards: None Hurdled Awards: In equal portions on the third and fourth anniversaries from grant date. In equal portions on the third, fourth and fifth anniversaries from grant date. Service conditions Continued employment throughout the vesting period or as determined by the Board. Vesting period 3 years 2, 3 and 4 years 3, 4 and 5 years Dividends and voting rights during vesting period None Unvested awards If a participant is terminated for cause or gives notice of resignation before the vesting date, all unvested shares will lapse or be forfeited, unless the board determines otherwise. If a participant’s employment ends for any other reason, a pro rata portion of the unvested shares are retained. All unreleased restricted shares allocated to a participant on vesting will remain restricted until the end of the performance period, unless the participant is terminated for cause, in which case the awards are forfeited. The number of Share and Performance Rights granted is determined by dividing the value of the grant by the VWAP of Perpetual shares traded on the ASX in the five business days up to and including the grant date. Details of the movement in rights The following table illustrates the movement in rights during the financial year: NUMBER OF SHARE RIGHTS - EQUITY SETTLED OPENING BALANCE 1 JULY GRANTED DURING THE YEAR VESTED DURING THE YEAR FORFEITED DURING THE YEAR CLOSING BALANCE AT 30 JUNE 2026 2,147,857 1,142,209 (716,955) (390,969) 2,182,142 2025 2,937,530 284,922 (939,862) (134,733) 2,147,857 During the year, the Company granted $17,148,009 (30 June 2025: $3,470,073) of Share Rights and Performance Rights. The weighted average issue price was $15.80 (Unhurdled) and $8.63 (Hurdled) (30 June 2025: $16.20 (Unhurdled) and $8.06 (Hurdled)). The weighted average remaining contractual life of share rights at 30 June 2026 was 1.5 years (30 June 2025: 1 year). Unhurdled share rights are granted to eligible employees under the LTI Plan and Executives under the Variable Incentive Plan. The number of unhurdled share rights granted is determined by dividing the value of the grant by the VWAP of Perpetual shares traded on the ASX in the five business days up to and including the grant date. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 109
Page 111
5.6 Share-based payments continued ii. Share and performance rights - equity settled continued Details of the movement in rights continued Performance Rights are granted to Executives under the Variable Incentive Plan. The number of Performance Rights granted is determined by dividing the value of the rights granted by the VWAP of Perpetual shares traded on the ASX in the five business days up to and including the grant date, discounted for the non-payment of dividends during the performance period, as calculated by an independent external adviser. Key inputs used in the calculation of the fair value of these awards granted in the current and prior years are summarised below. 2026 2025 UNHURDLED SHARE RIGHTS PERFORMANCE RIGHTS (TSR HURDLED) UNHURDLED SHARE RIGHTS PERFORMANCE RIGHTS (TSR HURDLED) Share price ($) 19.30 - 20.34 19.30 - 20.34 19.65 19.35 - 19.65 Dividend yield (%) 5.6 - 6.0 5.6 - 6.0 6.2 6.5 - 6.9 Expected volatility (%) 30 30 30 30 Risk free interest rate (%) 3.29 3.31 - 3.43 3.55 3.49 - 3.68 Contractual life 2 years 3 - 4 years 2 years 2.4 - 4 years Critical accounting assumptions and estimates The cost of equity-settled share-based payments is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value calculation is performed by an external valuation expert and is determined using the Black Scholes Model and Binomial/Monte-Carlo simulation valuation techniques and other market based valuation techniques, taking into account the terms and conditions upon which the equity instruments were granted. The valuation methodologies involve a number of judgements and assumptions which may affect the share based payment expense taken to profit and loss and equity. The tax effect of the excess of estimated future tax deductions for share-based payments over the related cumulative remuneration expense is recognised directly in equity. The estimated future tax deduction is based on the share price of ordinary shares in the Company at balance date in accordance with AASB 112 Income Taxes. Accounting policies Employee share purchase plans Share incentive programs allow employees to acquire shares in the Company. The fair value of shares and/or rights granted under these programs is recognised as an employee expense with a corresponding increase in equity. Fair value is measured at grant date and amortised over the period during which employees become unconditionally entitled to the shares. The fair value of the rights granted is measured using a binomial model, taking into account the terms and conditions upon which the rights were granted. The amount recognised as an expense is adjusted to reflect the actual number of rights that vest except where forfeiture is due to share prices not achieving their threshold for vesting. Deferred staff incentives The Company grants certain employees shares under long-term incentive, short-term incentive and retention plans. Under these plans, shares vest to employees over relevant vesting periods. To satisfy the long-term incentives granted, the Company purchases or issues shares under the LTI Plan. The fair value of the shares granted is measured by the share price adjusted for the terms and conditions upon which the shares were granted. This fair value is amortised on a straight-line basis over the applicable performance and vesting period. The consolidated entity makes estimates of the number of shares that are expected to vest. Where appropriate, revised estimates are reflected in profit or loss with the corresponding adjustment to the equity compensation reserve. Where shares containing a market linked hurdle do not vest, due to total shareholder return not achieving the threshold for vesting, an adjustment is made to retained earnings and equity compensation reserve. Rights Performance Rights and Share Rights are issued for the benefit of eligible Perpetual employees pursuant to the LTI Plan. Unlike Perpetual’s other employee share plans, there will be no treasury shares issued to employees at the rights grant date. Over the vesting period of the rights, an equity remuneration expense will be amortised to the equity compensation reserve based on the fair value of the rights at the grant date. On vesting, the intention is to settle the rights with available treasury shares. A fair value adjustment between contributed equity and treasury shares will be recognised to revalue the recycled shares to the fair value of the rights at the vesting date. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 110
Page 112
5.7 Key management personnel and related parties The Executive and Non-executive key management personnel of Perpetual Limited during the period were as follows: NAME POSITION TERM AS KMP IN FY26 Executive KMP Current Bernard Reilly Chief Executive Officer and Managing Director Full Year Suzanne Evans Chief Financial Officer Full Year Mark Smith Chief Executive, Wealth Management Full Year Richard McCarthy Chief Executive, Corporate Trust Full Year Non-executive KMP Current Gregory Cooper Chair Full Year Christopher Jones Independent Director Full Year Fiona Trafford-Walker Independent Director Full Year Mona Aboelnaga Kanaan Independent Director Full Year Philip Wagstaff Independent Director Full Year Paul Ruiz Independent Director Full Year Total compensation of key management personnel 2026 2025 $ $ Short-term 6,775,517 9,477,706 Post-employment 143,714 229,710 Share-based 1,503,666 3,541,278 Other long-term 40,145 (92,845) Termination benefits — 507,331 Total 8,463,042 13,663,180 Related party disclosures Executives have not entered into material contracts with the Company or a member of the consolidated entity since the end of the previous financial year and there were no material contracts involving key management personnel’s interests existing at year end. Perpetual services and products, including financial advice by Wealth Management, are made available to Directors and KMP on normal commercial terms consistent with other employees and clients. Controlled entities and associates The consolidated entity has a related party relationship with its key management personnel (see Remuneration Report). Business transactions with related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 111
Page 113
5.8 Auditor's remuneration 2026 2025 $ $ Audit and review services Auditors of the Group - KPMG Australia – Audit and review of financial statements - Group 1,506,464 1,554,602 – Audit and review of financial statements - Controlled entities 234,269 268,394 – Audit and review of financial statements - Perpetual funds1 1,452,904 1,984,593 3,193,637 3,807,589 Overseas KPMG Firms – Audit and review of financial statements - Group 577,313 723,529 – Audit and review of financial statements - Controlled entities 1,022,758 1,109,502 – Audit and review of financial statements - Perpetual funds1 116,465 105,344 1,716,536 1,938,375 Total audit and review services 4,910,173 5,745,964 Assurance Services Auditors of the Group - KPMG Australia – Regulatory assurance services 398,498 435,861 – Assurance over internal controls reports 869,278 899,023 – Sustainability assurance services 137,000 — – Other assurance services — 38,542 1,404,776 1,373,426 Overseas KPMG Firms – Regulatory assurance services 298,328 306,747 – Other assurance services 96,084 129,001 394,412 435,748 Total Assurance Services 1,799,188 1,809,174 Other Services2 Auditors of the Group - KPMG Australia – Advisory Services — 97,277 – Other non-assurance services — 439,892 — 537,169 Overseas KPMG Firms – Other non-assurance services 109,811 115,093 109,811 115,093 Total Other Services 109,811 652,262 6,819,172 8,207,400 1. These fees are incurred by the consolidated entity on behalf of managed funds for which Perpetual Investment Management Limited and Pendal Fund Services Limited act as responsible entity or trustee for and are recovered from the funds via management fees. 2. Other services primarily relate to the provision of risk and controls gap analysis and agreed upon procedures. Non-audit services paid to KPMG are in accordance with the Company's auditor independence policy as outlined in Perpetual's Corporate Responsibility Statement. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 112
Page 114
5.9 Subsequent events A final unfranked dividend of 63 cents per share was declared on 27 August 2026 and is to be paid on 2 October 2026. Other than the matters noted above, the Directors are not aware of any other event or circumstance since the end of the financial year not otherwise dealt with in this report that has affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 113
Page 115
Section 6 Basis of preparation This section sets out Perpetual's accounting policies that relate to the financial statements as a whole. Where an accounting policy is specific to a single note, the policy is described in the note to which it relates. This section also shows new accounting standards, amendments and interpretations, and whether they are effective in the 2026 financial year or later years. We explain how these changes are expected to impact the financial position and performance of Perpetual. 6.1 Reporting entity Perpetual Limited (‘the Company’) is domiciled in Australia. The consolidated financial report of the Company as at and for the year ended 30 June 2026 comprises the Company and its controlled entities (together referred to as the ‘consolidated entity’ or the ‘group’) and the consolidated entity’s interests in associates. Perpetual is a for-profit entity and primarily involved in portfolio management, financial planning, trustee, responsible entity and compliance services, executor services, investment administration and custody services. The consolidated financial statements were authorised for issue by the Directors on 27 August 2026. The Company is a public company listed on the Australian Securities Exchange (code: PPT), incorporated in Australia and operating primarily in Australia, the United States and the United Kingdom. The consolidated annual report for the consolidated entity as at and for the year ended 30 June 2026 is available at perpetual.com.au. 6.2 Basis of preparation i. Statement of compliance The financial report is a general purpose financial report prepared in accordance with Australian Accounting Standards adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The financial report of the consolidated entity also complies with International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB). ii. Basis of preparation The consolidated financial statements have been prepared on a historical cost basis, except for financial assets which are measured at fair value. The consolidated financial statements are presented in Australian dollars, which is the functional currency of the majority of the consolidated entity. The Company is of a kind referred to in ASIC Corporations Instrument 2026/183 dated 24 March 2026 and in accordance with that Instrument, all financial information presented in Australian dollars has been rounded to the nearest one hundred thousand dollars, unless otherwise stated. Use of judgements and estimates The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively. Management has evaluated whether there were any additional areas of significant judgement or estimation uncertainty, assessed the impact of market inputs and variables potentially impacted by prevailing conditions on the carrying values of its assets and liabilities, and considered the impact on the consolidated entity’s financial statement disclosures. The consolidated entity’s revenues have a high degree of exposure to market volatility which has the potential to lead to a material financial impact. The US and UK operations are similarly exposed to market movements due to the nature of the business. Whilst this has been factored into the preparation of the financial report, the accounting policies and methodologies have been applied on a consistent basis throughout the financial year. The Directors and management continue to closely monitor developments with a focus on potential financial and operational impacts as developments arise. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 114
Page 116
6.2 Basis of preparation continued ii. Basis of preparation continued Use of judgements and estimates continued Significant areas of estimation, uncertainty and critical judgements in applying accounting policies are described below: (a) Judgements Information about critical judgements in applying accounting policies in accordance with Australian Accounting Standard AASB 10 Consolidated Financial Statements is included in section 5.3 Controlled entities. Management has applied judgement in determining that the Wealth Management business satisfies the criteria for classification as held for sale under AASB 5 Non-current Assets Held for Sale and Discontinued Operations. This assessment required consideration of whether the disposal was highly probable at the reporting date, including the status of regulatory and other approvals and the expected timing of completion. Management also considered the status of ongoing separation activities to determine if the business was available for sale in its present condition subject only to terms that are usual and customary, and whether the disposal is expected to be completed within twelve months of classification. Changes in these assumptions or circumstances may result in a reassessment of the held-for-sale classification (b) Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the year ended 30 June 2026 are included in the following notes: – Section 1.2 Revenue – Section 2.4 Intangibles – Section 2.5 Employee benefits – Section 2.6 Accrued incentive compensation – Section 5.6 Share-based payments The consolidated entity has considered the impact of prevailing conditions specifically with respect to the impairment of Goodwill and Other intangible assets (Section 2.4) in preparing these financial statements. Measurement of fair values A number of the consolidated entity’s accounting policies and disclosures require the measurement of fair values for both financial and non-financial assets and liabilities. The consolidated entity has an established control framework with respect to the measurement of fair values. This includes overseeing all significant fair value measurements. Significant unobservable inputs and valuation adjustments are regularly reviewed. If third party information, such as broker quotes or pricing services, is used to measure fair values, an assessment is made of the evidence obtained from the third parties. This is used to support the conclusion that such valuations meet the requirements of AASB 9 Financial Instruments, including the level in the fair value hierarchy in which such valuations should be classified. Significant valuation issues are reported to the Audit, Risk and Compliance Committee. When measuring the fair value of an asset or a liability, the consolidated entity uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: – Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. – Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). – Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The consolidated entity recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Further information about the assumptions made in measuring fair values is included in the following notes – Section 4.1 Risk management – Section 5.1 Structured products assets and liabilities Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 115
Page 117
6.3 Other material accounting policies Material accounting policies have been included in the relevant notes to which the policies relate. Other material accounting policies are listed below: i. Basis of consolidation (a) Subsidiaries Subsidiaries are entities controlled by the consolidated entity. The consolidated entity controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date control commences until the date control ceases. (b) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing consolidated financial statements. Unrealised gains arising from transactions with associates are eliminated against the investment to the extent of the consolidated entity’s interest in the associate. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Gains and losses are recognised when the contributed assets are consumed or sold by the associates or, if not consumed or sold, when the consolidated entity’s interest in such entities is disposed of. (c) Collateralised loan obligation (CLO) Perpetual holds an equity interest in a collateralised loan obligation investment fund (the ‘Fund’) established to invest its assets primarily in the economic equity interests of multiple CLO transactions and warehouse facilities in connection therewith. The Fund is managed by Barrow Hanley Credit Management LLC (‘BH Credit’). A significant judgement for Perpetual is whether the Group controls the Fund and is therefore required to consolidate the Fund in the results of the consolidated entity. Control is determined based on the consolidated entity’s assessment of decision making authority, rights held by other parties, remuneration and exposure to returns. In assessing whether the consolidated entity controls the Fund it is necessary to consider whether the consolidated entity acts in capacity of principal or agent for the Fund. In doing so, the consolidated entity has assessed in combination, whether the kick-out rights of third-party investors into the Fund are substantive and the aggregate economic interest of the consolidated entity into the Fund. Based on management’s assessment, the Fund has not been consolidated for accounting purposes. ii. Foreign currency (a) Foreign currency transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss. Translation differences on financial assets and liabilities carried at fair value are reported as part of their fair value gain or loss. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. (b) Foreign operations The results and financial position of subsidiaries that have a functional currency different from the presentation currency are translated into Australian dollars as follows: – Assets and liabilities for each statement of financial position item presented are translated at the closing rate at the date of that statement of financial position. – Income and expenses for each statement of comprehensive income item are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions). Foreign currency differences are recognised in other comprehensive income. When an international operation is disposed of, in part or in full, the relevant amount in the foreign currency translation reserve is transferred to profit or loss or to non- controlling interest as part of the profit or loss on disposal. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 116
Page 118
6.3 Other material accounting policies continued iii. Impairment (a) Financial assets (including receivables) ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the difference between the present value of the cash flows due to the entity in accordance with the contract and the present value of cash flows that the consolidated entity expects to receive. The consolidated entity has applied the simplified approach under AASB 9 to calculate expected credit losses for Receivables. Under this approach, expected credit losses are calculated based on the life of the instrument. During this process, the probability of the non-payment of the receivables is assessed using the single loss rate approach. Impairment losses on financial assets measured at amortised cost are recognised in profit or loss and deducted from the gross carrying amount of the assets. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. (b) Non-financial assets The carrying amounts of the consolidated entity’s non-financial assets, other than deferred tax assets (see section 1.4), are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated at each reporting date. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the ‘cash-generating unit’ or CGU). Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which goodwill is monitored for internal reporting purposes. The consolidated entity's corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the Statement of Comprehensive Income. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying value of other intangible assets. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each balance sheet date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. iv. Hedge accounting A foreign currency exposure arises from a net investment in subsidiaries that have a different functional currency from that of the consolidated entity. The risk arises from the fluctuation in spot exchange rates between the functional currency of the subsidiaries and the consolidated entity’s functional currency, which causes the amount of the net investment to vary in the consolidated financial statements. This risk may have a significant impact on the consolidated entity’s financial statements. The consolidated entity’s policy is to hedge these exposures only when not doing so would be expected to have a significant impact on the regulatory capital ratios of the Company and its subsidiaries. The hedged risk in the net investment hedge is the variability in the US dollar exchange rate against the Australian dollar that will result in a reduction in the carrying amount of the consolidated entity’s net investment in the subsidiaries. An economic relationship exists between the hedged net investment and hedging instrument due to the shared foreign currency risk exposure. The consolidated entity uses foreign currency denominated debt as a hedging instrument. The consolidated entity assesses effectiveness by comparing past changes in the carrying amount of the debt that are attributable to a change in the spot rate with past changes in the investment in the foreign operation due to movement in the spot rate (the offset method). The consolidated entity’s policy is to hedge the net investment only to the extent of the debt principal; therefore, the hedge ratio is established by aligning the principal amount of the debt with the carrying amount of the net investment that is designated. There are no sources of ineffectiveness because changes in the spot exchange rate are designated as the hedged risk. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 117
Page 119
6.3 Other material accounting policies continued iv. Hedge accounting continued (a) Derivative financial instruments and hedge accounting At inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument, including whether changes in cash flows of the hedged item and hedging instrument are expected to offset each other. At times, the Group holds derivative financial instruments to hedge its foreign currency risk exposures. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit or loss. The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly probably forecast transactions arising from changes in foreign exchange rates and non-derivative financial liabilities as hedges of foreign exchange risk on a net investment in a foreign operation. (b) Cash flow hedges When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income (OCI) and accumulated in the cash flow hedge reserve. The effective portion of changes in the fair value of the derivative that is recognised in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss. v. Reserves (a) Foreign currency translation reserve The Foreign Currency Translation Reserve (FCTR) records the foreign currency differences from the translation of the financial information of foreign operations that have a functional currency other than Australian dollars. (b) Equity compensation reserve The equity compensation reserve represents the fair value, at grant date, of the Company's own shares held by an equity compensation plan that the consolidated entity is required to include in the consolidated financial statements. This reserve will be reversed against share capital when the underlying shares vest to the employee. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the consolidated entity's own equity instruments. The tax effect of the excess of estimated future tax deduction for share based payments over the related cumulative remuneration expense is recognised directly in equity. The estimated future tax deduction is based on the share price of ordinary shares in the Company at balance date in accordance with AASB 112 Income Taxes. 6.4 Changes in material accounting policies The accounting policies applied in these financial statements are the same as those applied in the consolidated entity’s financial statements as at and for the year ended 30 June 2025. 6.5 New standards and interpretations not yet adopted There are no other new standards, amendments to standards, and interpretations effective for the first time in the current financial period that would have a material impact to the consolidated entity. Notes to and forming part of the consolidated financial statements for the year ended 30 June 2026 118
Page 120
The tables below meet the requirements of the ‘Consolidated entity disclosure statement’ required by the Corporations Act 2001: Perpetual Limited3 Body corporate Australia N/A Australian N/A Controlled Entities1 Perpetual Investment Management Limited Body corporate Australia 100 Australian N/A Perpetual Assets Pty. Ltd.2 Body corporate Australia 100 Australian N/A Australian Trustees Limited3 Body corporate Australia 100 Australian N/A Perpetual Trustee Company (Canberra) Limited3,6 Body corporate Australia 100 Australian N/A Perpetual Trustee Company Limited Body corporate Australia 100 Australian N/A Perpetual Trustees Consolidated Limited3 Body corporate Australia 100 Australian N/A Perpetual Trustees Queensland Limited3 Body corporate Australia 100 Australian N/A Perpetual Trustees Victoria Limited3 Body corporate Australia 100 Australian N/A Queensland Trustees Pty. Ltd2 Body corporate Australia 100 Australian N/A Perpetual Superannuation Limited Body corporate Australia 100 Australian N/A Perpetual Nominees Limited Body corporate Australia 100 Australian N/A Perpetual Services Pty Limited2 Body corporate Australia 100 Australian N/A Perpetual Australia Pty Limited2,3 Body corporate Australia 100 Australian N/A Perpetual Trust Services Limited Body corporate Australia 100 Australian N/A Perpetual Acquisition Company Limited Body corporate Australia 100 Australian N/A Perpetual Digital Holdings Pty Ltd2 Body corporate Australia 100 Australian N/A PCT PWM HoldCo Pty Ltd2 Body corporate Australia 100 Australian N/A Perpetual Exact Market Return Fund Trust Australia 100 Australian N/A Barrow Hanley Emerging Markets Fund Trust Australia 78 Australian N/A Perpetual Global Active Income Fund5 Trust Australia 100 Australian N/A Pendal Group Employee Benefit Trust Trust Jersey — Foreign Jersey Pendal Group Employee Benefit Trust No.2 Trust Jersey — Foreign Jersey The Trustee for Perpetual Trustees Australia Limited Long Term Incentive Trust Australia — Australian N/A Perpetual Trustees Australia Limited Tax Deferred Employee Share Plan Trust Australia — Australian N/A The Trustee for Perpetual Trustees Australia Limited Executive Share Plan Trust Australia — Australian N/A ENTITY NAME BODY CORPORATE, PARTNERSHIP OR TRUST COUNTRY OF INCORPORATION AND PRINCIPAL PLACE OF BUSINESS % OF SHARE CAPITAL HELD DIRECTLY OR INDIRECTLY BY THE COMPANY IN THE BODY CORPORATE AUSTRALIAN OR FOREIGN TAX RESIDENT TAX JURISDICTION FOR FOREIGN RESIDENT 2026 % Consolidated entity disclosure statement for the year ended 30 June 2026 119
Page 121
Entities under the control of Perpetual Digital Holdings Pty Limited Perpetual Digital Pty Ltd2 Body corporate Australia 100 Australian N/A Perpetual Roundtables Pty Limited2 Body corporate Australia 100 Australian N/A Perpetual Wholesale Fiduciary Services Pty Ltd2 Body corporate Australia 100 Australian N/A Perpetual CT Capital Pty Ltd10 Body corporate Australia 100 Australian N/A Perpetual CT Markets Pty Ltd2,11 Body corporate Australia 100 Australian N/A Interfi Systems Pty Ltd4 Body corporate Australia 70 Australian N/A Entities under the control of Perpetual CT Capital Pty Ltd10 Easterly Asset Management Pty Ltd2 Body corporate Australia 100 Australian N/A Perpetual CT Advisory Pty Ltd2,12 Body corporate Australia 100 Australian N/A Entities under the control of Perpetual Investment Management Limited Perpetual Strategic Partners Limited13 Body corporate Australia 100 Australian N/A Entities under the control of Interfi Systems Pty Ltd4 Interfi Systems International Pty Ltd Body corporate Australia 100 Australian N/A Entities under the control of Perpetual Trustee Company Limited Perpetual Corporate Trust Limited Body corporate Australia 100 Australian N/A P.T. Limited Body corporate Australia 100 Australian N/A Entities under the control of P.T. Limited Perpetrust Nominees Proprietary Limited2 Body corporate Australia 100 Australian N/A Entities under the control of PCT PWM HoldCo Pty Ltd Perpetual PCT Services Pty Ltd2 Body corporate Australia 100 Australian N/A Perpetual PWM Services Pty Ltd2 Body corporate Australia 100 Australian N/A Perpetual IP Holdings Pty Ltd2 Body corporate Australia 100 Australian N/A Entities under the control of Perpetual PWM Services Pty Ltd Perpetual Trustees W.A. Ltd3,7 Body corporate Australia 100 Australian N/A Fordham Business Advisors Pty Ltd2,7 Body corporate Australia 100 Australian N/A Jacaranda Financial Planning Pty Ltd8 Body corporate Australia 100 Australian N/A Fintuition Institute Pty Limited2,8 Body corporate Australia 100 Australian N/A The Trust Company (UTCCL) Limited9 Body corporate Australia 100 Australian N/A ENTITY NAME BODY CORPORATE, PARTNERSHIP OR TRUST COUNTRY OF INCORPORATION AND PRINCIPAL PLACE OF BUSINESS % OF SHARE CAPITAL HELD DIRECTLY OR INDIRECTLY BY THE COMPANY IN THE BODY CORPORATE AUSTRALIAN OR FOREIGN TAX RESIDENT TAX JURISDICTION FOR FOREIGN RESIDENT 2026 % Consolidated entity disclosure statement for the year ended 30 June 2026 120
Page 122
Entities under the control of Perpetual Acquisition Company Limited The Trust Company Limited Body corporate Australia 100 Australian N/A Perpetual US Holding Company, Inc Body corporate USA 100 Foreign USA Perpetual Europe Holding Company B.V Body corporate Netherlands 100 Foreign Netherlands Perpetual Asia - Hong Kong Ltd Body corporate Hong Kong 100 Foreign Hong Kong Perpetual Finance UK Ltd Body corporate UK 100 Foreign UK Pendal Group Limited3 Body corporate Australia 100 Australian N/A Entities under the control of Perpetual Finance UK Ltd Barrow Hanley US ESG Value Opp Fund Trust Ireland 100 Foreign Ireland Barrow Hanley Conscious Concentrated Emerging Markets Body corporate Ireland 100 Foreign Ireland Entities under the control of Pendal Group Limited Pendal Institutional Limited Body corporate Australia 100 Australian N/A Pendal Fund Services Limited Body corporate Australia 100 Australian N/A JOHCM (Singapore) PTE. Limited Body corporate Singapore 100 Foreign Singapore JOHCM Funds (UK) Limited Body corporate UK 100 Foreign UK J O Hambro Capital Management Limited Body corporate UK 100 Foreign UK J O Hambro Capital Management Limited, Zug Branch Body corporate Switzerland 100 Foreign Switzerland Permanent establishment of J O Hambro Capital Management Limited in Czech Republic Body corporate Czech Republic 100 Foreign Czech Republic Perpetual Investment Services Europe Limited Body corporate Ireland 100 Foreign Ireland Perpetual Investment Services Europe Limited, Paris Branch Body corporate France 100 Foreign France Perpetual Investment Services Europe Limited, Germany Branch Body corporate Germany 100 Foreign Germany Perpetual Investment Services Europe Limited, Amsterdam Branch Body corporate Netherlands 100 Foreign Netherlands Pendal USA Inc. Body corporate USA 100 Foreign USA Entities under the control of Pendal USA Inc. JOHCM (USA) Inc. Body corporate USA 100 Foreign USA Thompson, Siegel & Walmsley LLC Body corporate USA 100 Foreign USA Entities under the control of Thompson, Siegel & Walmsley LLC WPS Capital Management, LLC Body corporate USA 50 Foreign USA Entities under the control of The Trust Company Limited Perpetual (Asia Holdings) Pte. Ltd. Body corporate Singapore 100 Foreign Singapore The Trust Company (Australia) Limited Body corporate Australia 100 Australian N/A ENTITY NAME BODY CORPORATE, PARTNERSHIP OR TRUST COUNTRY OF INCORPORATION AND PRINCIPAL PLACE OF BUSINESS % OF SHARE CAPITAL HELD DIRECTLY OR INDIRECTLY BY THE COMPANY IN THE BODY CORPORATE AUSTRALIAN OR FOREIGN TAX RESIDENT TAX JURISDICTION FOR FOREIGN RESIDENT 2026 % Consolidated entity disclosure statement for the year ended 30 June 2026 121
Page 123
Entities under the control of The Trust Company (Australia) Limited The Trust Company (Nominees) Limited Body corporate Australia 100 Australian N/A The Trust Company (PTAL) Limited Body corporate Australia 100 Australian N/A The Trust Company (RE Services) Limited Body corporate Australia 100 Australian N/A Entities under the control of Perpetual (Asia Holdings) Pte. Limited Perpetual (Asia) Limited Body corporate Singapore 100 Foreign Singapore Perpetual Wealth Management PTE. Limited Body corporate Singapore 100 Foreign Singapore Entities under the control of Perpetual US Holding Company, Inc Trillium Asset Management Group LLC Body corporate USA 100 Foreign USA Perpetual US Services, LLC Body corporate USA 100 Foreign USA Perpetual US TDC, LLC Body corporate USA 100 Foreign USA Barrow Hanley Mewhinney & Strauss, LLC Partnership USA 77 Foreign USA BHMS Investment GP, LLC Body corporate USA 100 Foreign USA Entities under the control of Trillium Asset Management Group, LLC Trillium Asset Management, LLC Body corporate USA 100 Foreign USA Trillium Impact GP, LLC Body corporate USA 100 Foreign USA Entities under the control of Perpetual US TDC, LLC Barrow Hanley Emerging Markets Value Fund Trust USA 61 Foreign USA Entities under the control of Barrow Hanley Mewhinney & Strauss, LLC BH Credit Holdings GP, LLC Body corporate USA 100 Foreign USA BH Credit Management, LLC Body corporate USA 100 Foreign USA Barrow Hanley Holding GP, LLC Body corporate USA 100 Foreign USA BH Credit Holding II GP, LLC Body corporate USA 100 Foreign USA BH Credit Management II, LLC Body corporate USA 100 Foreign USA ENTITY NAME BODY CORPORATE, PARTNERSHIP OR TRUST COUNTRY OF INCORPORATION AND PRINCIPAL PLACE OF BUSINESS % OF SHARE CAPITAL HELD DIRECTLY OR INDIRECTLY BY THE COMPANY IN THE BODY CORPORATE AUSTRALIAN OR FOREIGN TAX RESIDENT TAX JURISDICTION FOR FOREIGN RESIDENT 2026 % 1. Entities in bold are directly owned by Perpetual Limited. 2. A small proprietary company as defined by the Corporations Act 2001 and is not required to be audited for statutory purposes. 3. Company is a party to the Deed of Cross Guarantee as noted in section 5.4. 4. Perpetual acquired a 70% interest in Interfi Systems Pty Ltd on 19 June 2026. Refer to section 2.1 for further details. 5. Entity was incorporated on 11 March 2026. 6. Ownership of entity was transferred from Perpetual PWM Services Pty Ltd to Perpetual Limited on 1 December 2025. 7. Ownership of entity was transferred from Perpetual Limited to Perpetual PWM Services Pty Ltd on 1 December 2025. 8. Ownership of entity was transferred from Perpetual Acquisition Company Limited to Perpetual PWM Services Pty Ltd on 1 December 2025. 9. Ownership of entity was transferred from The Trust Company Limited to Perpetual PWM Services Pty Ltd on 1 December 2025. 10. Previously registered as Perpetual Capital Markets Pty Ltd until 21 August 2025. 11. Previously registered as Perpetual Markets Pty Ltd until 21 August 2025. 12. Previously registered as Perpetual Advisory Pty Ltd until 21 August 2025. 13. Entity was incorporated on 24 November 2025. Consolidated entity disclosure statement for the year ended 30 June 2026 122
Page 124
Key assumptions and judgements Determination of tax residency Section 295 (3A) of the Corporation Acts 2001 requires that the tax residency of each entity which is included in the Consolidated Entity Disclosure Statement (CEDS) be disclosed. In the context of an entity which was an Australian resident, “Australian resident” has the meaning provided in the Income Tax Assessment Act 1997. The determination of tax residency involves judgment as the determination of tax residency is highly fact dependent and there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency. In determining tax residency, the consolidated entity has applied the following interpretations: – Australian tax residency - the consolidated entity has applied current legislation and judicial precedent, including having regard to the Commissioner of Taxation’s public guidance in Tax Ruling TR 2018/5. – Foreign tax residency - the consolidated entity has applied current legislation and where available judicial precedent in the determination of foreign tax residency. Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with. Partnerships and trusts Australian tax law does not contain specific residency tests for partnerships and trusts. Generally, these entities are taxed on a flow-through basis so there is no need for a general residence test. There are some provisions which treat trusts as residents for certain purposes, but this does not mean the trust itself is an entity that is subject to tax. Additional disclosures on the tax status of partnerships and trusts have been provided where relevant. Branches (permanent establishments) Foreign branches of Australian subsidiaries are not separate legal entities and therefore do not have a separate residency for Australian tax purposes. Generally, the Australian subsidiary that the branch is a part of will be the relevant tax resident, rather than the branch operations. Additional disclosures on the tax status of Australian subsidiaries having a foreign branch with a taxable presence in that jurisdiction have been provided where relevant. Consolidated entity disclosure statement for the year ended 30 June 2026 123
Page 125
1. In the opinion of the Directors of Perpetual Limited (the ‘Company’): a. the consolidated financial statements and notes set out on pages 59 to 118, and the Remuneration Report in the Directors' Report, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity's financial position as at 30 June 2026 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; b. the consolidated entity disclosure statement as at 30 June 2026 set out on pages 119 to 123 is true and correct; and c. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. There are reasonable grounds to believe that the Company and the certain wholly owned subsidiaries identified in section 5.4 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and these entities pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785. 3. The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and Managing Director and the Chief Financial Officer for the year ended 30 June 2026. 4. The Directors draw attention to section 6.2 i. to the consolidated financial statements which includes a statement of compliance with International Financial Reporting Standards. Signed in accordance with a resolution of the Directors: Dated at Sydney this 27th day of August 2026 Gregory Cooper Chair Bernard Reilly CEO & Managing Director Directors’ declaration 124
Page 126
125 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report To the shareholders of Perpetual Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Perpetual Limited (the Company). In our opinion, the accompanying Financial Report of the Company gives a true and fair view, including of the Consolidated Entity’s financial position as at 30 June 2026 and of its financial performance for the year then ended, in accordance with the Corporations Act 2001, in compliance with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises: • Consolidated Statement of Financial Position as at 30 June 2026 • Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Changes in Equity, and Consolidated Statement of Cash Flows for the year then ended • Consolidated Entity Disclosure Statement and accompanying basis of preparation as at 30 June 2026 • Notes, including material accounting policies • Directors’ Declaration. The Consolidated Entity consists of the Company and the entities it controlled at the year end or from time to time during the financial year. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Consolidated Entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have fulfilled our other ethical responsibilities in accordance with these requirements. Key Audit Matters The Key Audit Matters we identified are: • Valuation of goodwill and customer contracts; and • Revenue from contracts with customers. Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Page 127
126 Valuation of goodwill ($655.5m) and customer contracts ($714.2m) Refer to Section 2.4 to the Financial Report The key audit matter How the matter was addressed in our audit The Consolidated Entity’s annual testing of goodwill and customer contracts for impairment is a key audit matter given the: • size of the goodwill and customer contracts balances (being 20% and 22% of total assets respectively) • Consolidated Entity recorded an impairment charge of $63.5m against goodwill during the year • net outflow of Funds Under Management (FUM) experienced by certain Cash Generating Units (CGUs) of the Consolidated Entity in the current year. This increased the possibility of goodwill and customer contracts being impaired • judgement applied by us when evaluating the evidence available for forward-looking assumptions adopted by the Consolidated Entity in its value-in-use models and fair value less costs of disposal model, including: − forecast operating cash flows, growth rates and terminal growth rates, as well as forecast profits, which are influenced by subjective drivers such as forecast FUM. These are difficult to predict as they rely on the Consolidated Entity’s expectation of future customer activity and market performance, which can be impacted by economic uncertainties arising from the ongoing geopolitical events, increasing the risk of future fluctuations and inaccurate forecasting where there is a wider range of possible outcomes − the Consolidated Entity operating across different geographies with varying pressures on market performance and capital flows, which increases the risk of inaccurate forecasts or a wider range of possible outcomes − discount rates, including CGU specific risk premiums, which are complicated in nature and vary according to the conditions and environment the specific CGU is subject to from time to time Our procedures included: • Evaluating the Consolidated Entity’s determination of CGUs based on our understanding of the operations of the Consolidated Entity’s business, and how independent cash inflows are generated, against the requirements of the accounting standards. • Assessing the post balance sheet date mandate redemption notification, and evidence of conditions existing at the reporting date and subsequently, against the requirements of the accounting standards. Working with our valuation specialists, our procedures included: • Assessing the appropriateness of the value in use and fair value less costs of disposal methods applied by the Consolidated Entity to perform the annual test of goodwill and customer contracts for impairment against the requirements of the accounting standards. • Assessing the integrity of the value-in-use models and fair value less costs of disposal model used, including the determination of carrying values and the accuracy of the underlying calculation formulas. • Assessing the accuracy of previous forecasts of the Consolidated Entity to inform our evaluation of forecasts incorporated in the models. • Comparing the forecast cash flows contained in the value-in-use models and forecast profits contained in the fair value less costs of disposal model to Board approved forecasts and our inquiries with management of the Consolidated Entity for consistency. • Challenging the Consolidated Entity’s forecast operating cash flows, growth assumptions and forecast profits in light of the Consolidated Entity’s net FUM flows and ongoing market volatility. We compared forecast growth rates and terminal growth rates to published studies of industry trends and expectations. In doing so, we also considered the differences between industry trends and the Consolidated Entity’s operations and used our knowledge of the Consolidated Entity, its past performance, business activities, customer base, committed future strategic plans, and our industry
Page 128
127 − price to earnings multiples of comparable companies, and estimated costs of disposal which are subjective in nature and tend to be prone to greater risk for potential bias, error and inconsistent application. • judgement required in assessing whether information received after the reporting date constituted additional evidence of conditions existing at reporting date and therefore represented an adjusting event. This judgement affected the forecast cash flows and valuation assumptions used in determining the carrying value of the CGU. We involved valuation specialists to supplement our senior audit team members in assessing this key audit matter. experience. • Independently developing a range of discount rates considered comparable with the Consolidated Entity, using publicly available market data for comparable entities, adjusted by CGU specific risk factors. • Performing sensitivity analysis by varying key assumptions, such as forecast growth rates, terminal growth rates and discount rates, within a reasonably possible range to identify CGUs at higher risk of impairment, assumptions at higher risk of bias and determining where to focus our further procedures. • Assessing the reasonableness of the price-to- earnings multiple implied by the fair value less costs of disposal model through comparison with publicly available market data for comparable entities, including consideration of the comparability of those entities to the CGU. • Recalculating the impairment charge against the recorded amount disclosed. We assessed the disclosures in the financial report using our understanding of the issues obtained from our testing, and against the requirements of the accounting standards. Revenue from contracts with customers ($1,330.0m) Refer to Section 1.2 to the Financial Report The key audit matter How the matter was addressed in our audit Revenue from contracts with customers (Revenue) is a key audit matter due to: • its significance to the financial performance of the Consolidated Entity • the significant audit effort required because of: − the various streams of revenue generated from a diverse range of products and services and across geographies, each with varying fee rates and contractual terms − high volume of transactions across key revenue streams − key inputs used in the calculation of revenue being sourced from several of the Consolidated Entity’s third-party service organisations which provide custody, investment administration and unit registry services. This required us to Our procedures included: • Inquiring of management and inspecting underlying documentation to understand processes for key revenue streams and testing key controls at the Consolidated Entity related to these revenue streams. • Assessing the Consolidated Entity’s revenue recognition policies, including how contractual terms impact performance fees, against the requirements of the accounting standards. • Testing samples of revenue across each key revenue stream. We performed the following: − Inspected contracts and assessed the revenue recognised against the revenue recognition criteria, considering the satisfaction of performance obligations − Recalculated the investment management and financial advice services revenue recognised based on the various fee rates in the underlying
Page 129
128 understand the key processes and assess the key controls of these service organisations relevant to the Consolidated Entity’s revenue recognition. • judgements applied in the Consolidated Entity’s revenue recognition policy for performance fees, particularly where the point of revenue recognition is dependent on varying contractual terms. The significant revenue streams include fees from: • the provision of investment management services to institutional mandate clients, investment funds and superannuation funds • trustee and document custodian services • management and administrative services for securitisation trusts • the provision of financial advice and accounting services. We involved senior team members in assessing this key audit matter. contracts, and the underlying funds under management (FUM) or funds under advice (FUA) sourced from third party service organisation reports or statements from custodian banks − Tested trustee services, securitisation services and document custodian services revenue by checking to invoices and subsequent cash receipts − Tested financial advice and accounting services revenue by checking to invoices, engagement letters and subsequent cash receipts. • Obtaining and reading the Consolidated Entity’s third party service organisations’ GS007 (Guidance Statement 007 Audit Implications of the Use of Service Organisations for Investment Management Services), ISAE 3402 (International Standard on Assurance Engagements 3402 Assurance Reports on Controls at a Service Organisation) and SOC 1 (System and Organisation Controls) assurance reports (together “controls assurance reports”) to understand the service organisations’ processes and assess controls related to investment administration and custody. • We obtained and read the Consolidated Entity’s bridging letters over the period not covered by the relevant controls assurance reports. We compared the information presented in the bridging letter for consistency with those in the controls assurance reports. • Assessing the reputation, professional competence and independence of the auditors of the controls assurance reports. • Recalculating a sample of performance fee revenue based on the underlying contractual terms and product performance relative to the benchmark and checking the inputs to source. We compared to amounts recorded in the Consolidated Entity’s bank statements. • Assessing the disclosures in the financial report using our understanding obtained from our testing and against the requirements of the accounting standards. Other Information Other Information is financial and non-financial information in Perpetual Limited’s annual report which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information.
Page 130
129 The Other Information we obtained prior to the date of this Auditor’s Report was the Director’s Report, Remuneration Report, Climate Report, Operating and Financial Review, Securities Exchange and Investor Information and Corporate Governance Statement. The Group at a glance, Financial highlights, Chairman’s Report, CEO’s Report and Business division updates are expected to be made available to us after the date of the Auditor’s Report. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not and will not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and specified sustainability disclosures within the Climate Report and our related assurance opinions. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Consolidated Entity, and in compliance with Australian Accounting Standards and the Corporations Regulations 2001 • implementing necessary internal control to enable the preparation of a Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Consolidated Entity, and that is free from material misstatement, whether due to fraud or error • assessing the Consolidated Entity and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Consolidated Entity and Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objective is: • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and • to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf . This description forms part of our Auditor’s Report.
Page 131
130 Report on the Remuneration Report Opinion In our opinion, the Remuneration Report of Perpetual Limited for the year ended 30 June 2026, complies with Section 300A of the Corporations Act 2001. Directors’ responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited the Remuneration Report included in pages 13 to 34 of the Directors’ report for the year ended 30 June 2026. Our responsibility is to express an opinion as to whether the Remuneration Report complies in all material respects with Section 300A of the Corporations Act 2001, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Karen Hopkins Partner Matthew Brunton Partner Sydney 27 August 2026
Page 132
2026 Annual General Meeting The 2026 Annual General Meeting of the Company will be held at Amora Jamison Sydney, Level 2, 11 Jamison Street, Sydney NSW on Thursday 29 October 2026 commencing at 10:00 am. Shareholders can also participate online. Securities exchange listing The ordinary shares of Perpetual Limited are listed on the Australian Securities Exchange (ASX) under the ASX code PPT, with Sydney being the home exchange. Substantial shareholders NAME NUMBER OF SHARES % OF INTEREST DATE OF LAST SUBSTANTIAL SHAREHOLDER NOTIFICATION Washington H. Soul Pattinson and Company Limited (Soul Patts) and Subsidiaries 7,881,164 6.87 23 September 2025 Blackrock Group 7,258,934 6.28 20 March 2026 Macquarie Group Limited and Macquarie Group Entities 5,933,447 5.17 16 September 2025 Unmarketable parcels of shares The number of security investors holding less than a marketable parcel of 27 securities ($18.960 on 31 July 2026) is 977 and they hold 12,742 securities. DISTRIBUTION SCHEDULE OF HOLDINGS AS AT 31 JULY 2026 NUMBER OF HOLDERS NUMBER OF SHARES 1 – 1,000 shares 23,863 8,312,356 1,001 – 5,000 shares 7,404 15,862,287 5,001 – 10,000 shares 821 5,888,320 10,001 – 100,000 shares 445 9,044,120 100,001 and over shares 32 76,584,138 Total 32,565 115,691,221 Securities exchange and investor information 131
Page 133
Twenty largest shareholders as at 31 July 2026 NAME NUMBER OF ORDINARY SHARES PERCENTAGE OF ISSUED CAPITAL HSBC Custody Nominees¹ 20,514,436 17.73 % Citicorp Nominees Pty Limited¹ 20,060,666 17.34 % JP Morgan Nominees Australia Limited¹ 13,697,133 11.84 % Washington H Soul Pattinson & Co Ltd 7,886,909 6.82 % Woodross Nominees Pty Ltd¹ 3,545,150 3.06 % BNP Paribas Noms Pty Ltd 3,304,441 2.86 % Pacific Custodians Pty Limited (PPT Plans Ctrl A/C)¹ 1,698,679 1.47 % BNP Paribas Nominees Pty Ltd (Agency Lending A/C)¹ 1,216,688 1.05 % Queensland Trustees Pty Ltd (LTI Plan #Account 2 A/C)² 539,097 0.47 % Carlton Hotel Ltd 424,964 0.37 % Enbeear Pty Ltd 369,832 0.32 % BNP Paribas Nominees Pty Ltd (IB AU NOMS Retailclient)1 338,832 0.29 % Netwealth Investments Limited 334,423 0.29 % Vesta Investments Pty Ltd (Murray Investment A/C)1 312,984 0.27 % Queensland Trustees Pty Ltd2 301,342 0.26 % BNP Paribas Nominees Pty Ltd (Hub24 Custodial Serv Ltd)1 293,352 0.25 % Mutual Trust Pty Ltd 200,000 0.17 % Mr Bradley John Newcombe 175,000 0.15 % J S Millner Holdings Pty Limited 166,300 0.14 % Southern Steel Investments Pty Ltd 161,429 0.14 % Total 75,541,657 65.29 % 1. Held in capacity as executor, trustee or agent. 2. The total number of shares held by Queensland Trustees Pty Ltd as trustee of the various Employee Share Plans is 840,439 shares Restricted securities There are no securities subject to voluntary escrow. Unquoted securities The Company has the following unquoted rights on issue under its Employee Share Plans: – 1,998,503 performance rights For further information, please refer to Section 5.6 in the Consolidated Financial Statements. Securities exchange and investor information 132
Page 134
Other information Perpetual Limited, incorporated and domiciled in Australia, is a publicly listed company limited by shares. Voting rights Under the Company's Constitution, each member present at a general meeting (whether in person, by proxy, attorney or corporate representative) is entitled: 1. on a show of hands to one vote, and 2. on a poll to one vote for each share held. If a member is present in person, any proxy of that member is not entitled to vote. Voting by proxy Voting by proxy allows shareholders to express their views on the direction and management of the economic entity without attending a meeting in person. On-market buyback There is no current on-market buyback. Final dividend The final dividend of 63 cents per share will be paid on 2 October 2026 to shareholders entitled to receive dividends and registered on 11 September 2026, being the record date. Enquiries If you have any questions about your shareholding or matters such as dividend payments, tax file numbers or change of address, you are invited to contact the Company’s share registry office below, or visit its website at au.investorcentre.mpms.mufg.com or email ppt@cm.mpms.mufg.com. MUFG Corporate Markets (AU) Limited Perpetual Shareholder Information Line: Liberty Place, Level 41 1300 732 806 161 Castlereagh Street Fax: (02) 9287 0303 Sydney NSW 2000 and Parramatta Square Locked Bag A14 Level 21, Building 6 & 8 Sydney South NSW 1235 10 Darcy Street Parramatta NSW 2150 Any other enquiries which you may have about the Company can be directed to the Company’s registered office, or visit the Company’s website at perpetual.com.au Principal registered office Level 14, Tel: (02) 9229 9000 123 Pitt Street Sydney NSW 2000 Company Secretary Sylvie Dimarco Website address: perpetual.com.au Securities exchange and investor information 133