2025
Perpetual Limited (Perpetual) is an ASX-listed company (ASX:PPT) headquartered in Sydney, Australia, providing
Perpetual Group Annual Report 2025
asset management, wealth management and trustee services to local and international clients.
Contents | ||||
About Perpetual Group | 1 | Financial Report | 93 | |
Our business | 1 | Primary statements | 94 | |
FY25 financial highlights | 2 | Group performance | 98 | |
Refreshed Group strategy | 3 | Operating assets and liabilities | 109 | |
Chair’s Report | 4 | Capital management and financing | 116 | |
CEO’s Report | 6 | Risk management | 119 | |
Business division updates | 8 | Other disclosures | 127 | |
Sustainability | 14 | Basis of preparation | 143 | |
Consolidated entity disclosure statement | 148 | |||
Directors’ Report | 18 | Directors’ declaration Independent Auditor’s Report to the | 153 | |
Directors’ Report | 18 | shareholders of Perpetual Limited | 154 | |
Remuneration Report | 26 | Securities exchange and investor information | 161 | |
Operating and Financial Review | 61 | |||
Review of Group | 62 | |||
Review of businesses | 76 | |||
Appendices | 86 | |||
Reporting suite
Perpetual Group1 presents its 2025 Annual Reporting suite for the year ended 30 June 2025.
Visit perpetual.com.au/shareholders/ reports-and-presentations/ for more.
Acknowledgement of Country
Perpetual acknowledges Aboriginal and Torres Strait Islander peoples of this nation. We acknowledge the Traditional Custodians of the lands on which our company is located and where we conduct our business. We pay our respects to ancestors and Elders, past and present.
Perpetual is committed to honouring Aboriginal and Torres Strait Islander peoples’ unique cultural and spiritual relationships to the land, waters and seas and their rich contribution to society.
Sustainability Report
2025
Page 1 of 26 |Public / Internal use only / Confidential / Highly confidential / Strictly confidential
Perpetual Limited
2025 Corporate Governance Statement
Annual Report
2025
Annual Report
Corporate Governance Statement
Sustainability Report
1. Perpetual Limited and its subsidiaries.
1
Perpetual Group
Our business
About Perpetual Group
Directors’ Report
Operating and Financial Review
Perpetual Group has been serving Australians since 1886. Today, we are an ASX-listed company (ASX:PPT) headquartered in Sydney, Australia, providing asset management, wealth management and trustee services to local and international clients. Those clients include Australian and international institutions, not-for-profit organisations, private businesses, financial advisers, individuals and families.
Asset Management
$903.9mTotal revenue
Our Asset Management business is a global investment management business that operates via six investment boutiques based in Australia, the UK and US. Through these boutiques, we offer an extensive range of specialist investment capabilities spanning equities, credit and fixed income, multi-asset, cash and sustainable investment solutions.
Financial Report
Corporate Trust
$204.2mTotal revenue
Our Corporate Trust business is a leading provider of fiduciary and digital solutions to the banking and financial services industry in Australia and Singapore. It administers securitisation portfolios, investment and debt structures to protect the interests of our clients’ investors. Corporate Trust supports clients locally and overseas with a unique offering through three reporting segments: Debt Market Services, Managed Funds Services, Digital and Markets.
Read more Page 10
Wealth Management
$235.6mTotal revenue
Our Wealth Management business comprises three distinct brands in addition to Perpetual Private – Fordham, Jacaranda Financial Planning and Priority Life – offering a unique mix of wealth management, advice and trustee services. The diverse range of capabilities includes strategic advice on superannuation and retirement planning, general investment, asset protection, insurance, tax management, estate planning, aged care, social security, succession planning and philanthropy. Our clients include individuals, families, businesses, not-for-profit organisations and First Nations communities throughout Australia.
Read more Page 12
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Perpetual Group
Perpetual Group Annual Report 2025
FY25 financial highlightsOperating revenue2
$1,373m
Underlying earnings per share6
180.8cps
Underlying profit after tax4
$204.1m
Dividends
115cps
FIVE-YEAR PROFILE
June 2025
June 2024
June 2023
June 2022
June 2021
Total revenue 1 | $m | 1,379.1 | 1,349.2 | 1,028.0 | 748.2 | 650.2 |
Operating revenue 2 | $m | 1,373.0 | 1,335.0 | 1,013.8 | 767.7 | 640.6 |
Underlying EBITDA 3,11 | $m | 400.1 | 409.0 | 310.0 | 248.5 | 214.0 |
Underlying profit before tax (UPBT) 4,11 | $m | 279.2 | 283.6 | 219.2 | 201.2 | 169.3 |
Underlying profit after tax (UPAT) 4,11 | $m | 204.1 | 206.1 | 163.2 | 148.2 | 122.8 |
Net (loss)/profit after tax (NPAT) 5 | $m | (58.2) | (472.2) | 59.0 | 101.2 | 72.9 |
Diluted earnings per share on UPAT 6,11 | cents | 181 | 183 | 197 | 258 | 218 |
Diluted earnings per share on NPAT 7 | cents | (52) | (421) | 71 | 177 | 130 |
Return on average shareholders’ equity – UPAT 8,11 % | 12.1 | 10.0 | 9.9 | 16.2 | 15.7 | |
Return on average shareholders’ equity – NPAT 9 % | (3.4) | (23.0) | 3.6 | 11.0 | 9.3 | |
Dividend per share – ordinary10 | cents | 115 | 118 | 155 | 209 | 180 |
Total equity at 30 June 11,12 | $m | 1,646.6 | 1,741.1 | 2,315.1 | 925.8 | 907.1 |
Assets under management (AUM) – Asset Management 13,14 | $b | 226.8 | 215.0 | 212.1 | 90.4 | 98.3 |
Funds under advice (FUA) – Wealth Management 13,15 | $b | 21.5 | 19.8 | 18.5 | 17.4 | 17.0 |
Funds under administration (FUA) – Corporate Trust 13,16 | $b | 1,272.6 | 1,206.4 | 1,162.5 | 1,092.3 | 922.8 |
Capital expenditure 17 | $m | 19.7 | 32.1 | 21.9 | 18.9 | 24.0 |
Market capitalisation | $m | 2,071 | 2,432 | 2,912 | 1,637 | 2,266 |
No. of shares on issue – weighted average 18 | m | 112.9 | 112.7 | 83.0 | 57.3 | 56.2 |
No. of shares on issue at 30 June | m | 114.7 | 114.1 | 112.5 | 56.7 | 56.6 |
Share price at 30 June | $ | 18.06 | 21.31 | 25.88 | 28.88 | 40.05 |
Share price range for year | $ low | 15.00 | 18.95 | 20.32 | 27.87 | 27.03 |
$ high | 24.00 | 26.20 | 34.80 | 42.27 | 40.05 | |
Excludes income from structured investments.
Excludes income from structured investments, transaction and integration costs and unrealised gains/losses on financial assets.
EBITDA represents earnings before interest, taxation, depreciation, amortisation of intangible assets, equity remuneration expense and significant items.
Excludes significant items.
Attributable to equity holders of Perpetual Limited.
Diluted earnings per share calculated using the weighted average number of ordinary shares and potential ordinary shares on issue.
June 2024 figures have been restated due to a restatement of weighted average number of ordinary shares.
Diluted earnings per share calculated using the weighted average number of ordinary shares and potential ordinary shares on issue for June 2021, June 2022 and June 2023. June 2024 figures have been restated to exclude potential ordinary shares on the basis that NPAT is a loss-making position. June 2025 figures have been calculated excluding potential ordinary shares on the basis that NPAT is in a loss-making position.
Calculated using UPAT.
Calculated using NPAT.
Dividends declared with respect to the financial year.
June 2021 figures have been restated for the change in accounting policy relating to Software-as-a-Service (SaaS) arrangements.
June 2024 and June 2023 figures have been restated following the completion of the Purchase Price Allocation (PPA) of Pendal Group.
Represents 30 June closing balances.
Formerly Perpetual Asset Management Australia and Perpetual Asset Management International.
Formerly Perpetual Private.
Formerly Perpetual Corporate Trust.
June 2021, June 2022, June 2023 and June 2024 figures have been restated to exclude expenditure on right-of-use assets.
Includes ordinary shares and potential ordinary shares. The weighted average number of ordinary shares for the June 2021 period were adjusted retrospectively in accordance with AASB 133 Earnings per Share following the issues of new shares at a discount to market value during the period. June 2024 figures have been restated due to a restatement of weighted average number of ordinary shares.
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Perpetual Group
About Perpetual Group
Refreshed Group strategy
Directors’ Report
This year, we announced a refreshed Group strategy. Our goal is for Perpetual to be a strong financial services group, with differentiated businesses that operate with discipline to deliver improved returns for our shareholders.
Operating and Financial Review
Our purpose
To create enduring prosperityOur values
Excellence IntegrityFinancial Report
PartnershipOur strategic imperatives
Deliver
Simplify operational
excellence
Invest for growth
Simplify the Group and drive greater autonomy and accountability
Remove complexity and create a leaner, more efficient structure
Complete the internal separation of our businesses to drive end-to-end accountability, but with Group oversight
Strengthen the balance sheet in the near term
Pursue the potential sale of Wealth Management
Deliver cost reduction commitments
Explore potential outsourcing/ offshoring opportunities
Strong client engagement built on quality products and services. Disciplined cost, performance and capital management
Align each business to appropriate financial targets
Establish disciplined cost and capital management practices
Ensure each business has strong, accountable and aligned management
Deliver clear and true-to-label investment strategies
Retain leadership position in key markets through client retention and service innovation
Improve performance and measured investment to deliver earnings growth
Ensure cost discipline so that revenue growth is supported at an efficient level and there is reinvestment in growth areas
Invest in digital and markets capabilities in Corporate Trust to support long-term growth
Undertake measured investment in new products and capabilities to diversify and grow revenue
12 months Next 24 months 24 months +
4
Perpetual Group Annual Report 2025
Chair’s Report
The 2025 financial year saw leadership changes and strategic actions designed to sharpen our focus and enhance longer-term value for shareholders.
Throughout this period, the Board remained focused and committed to ensuring that our decisions reflect the best interests of shareholders, and support and foster the long-term strength of the company.
Dear Shareholders,
Since being appointed Chair in February this year,
I have worked closely with Perpetual Group’s new CEO and Managing Director, Bernard Reilly, to reset the organisation for the future.
Earlier in FY25, my role as Deputy Chair included overseeing the appointment of Bernard Reilly, with a key focus of his being to reduce costs and drive operational efficiency across the Group and improve the performance of our Asset Management business.
The Board is pleased with the progress Bernard has made since he was appointed in September 2024, despite the change from the originally planned direction to be a standalone Asset Management business following the termination of the Scheme Implementation Deed with an affiliate of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) in February 2025.
Termination of Scheme of Arrangement with KKR and the sale of Wealth Management
In the first half of FY25, Perpetual progressed the internal separation of its three businesses in preparation for a Scheme of Arrangement with KKR whereby KKR would acquire Perpetual’s Wealth Management and Corporate Trust businesses (the “Scheme”).
In February 2025, Perpetual announced the termination of the Scheme Implementation Deed with KKR after the Board withdrew its recommendation following an
Independent Expert concluding the Scheme was not in the best interests of shareholders. This followed feedback from the Australian Taxation Office (ATO) that the tax implications for shareholders would be greater than anticipated at the time of entering the Scheme Implementation Deed.
In originally recommending the transaction to shareholders, the Board had taken firm advice from its taxation and financial advisers and was extremely disappointed with
the differing views of the ATO. Following the ATO feedback, the Board and management engaged with KKR to explore alternative transactions that the Board believed could be in the best interests of shareholders. Ultimately, following extensive engagement with KKR, Perpetual’s Board withdrew its recommendation and the Scheme process with KKR was terminated. While this was not the outcome anticipated, the process highlighted the underlying strength, quality and value of our three businesses and
our brand, and ultimately, the significant amount of work completed in preparation of the proposed transaction with KKR meant that we were on a path to a simpler operating model, with each of our three businesses having more autonomy and accountability.
Following the termination of the Scheme Implementation Deed, the Board decided that in order to continue to invest in our businesses, we would also explore the sale
of the Wealth Management business, with the potential to use funds to both reduce debt and invest further in our Corporate Trust and Asset Management businesses.
At the time of writing, we continue to progress the proposed sale of the Wealth Management business.
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Chair’s Report
Financial results and dividends
In FY25, we implemented leadership changes and strategic actions designed to sharpen our focus and deliver greater value to shareholders.
Throughout this period, the Board has remained focused and committed to ensuring that our decisions reflect the best interests of shareholders and support and foster the long-term strength of the company.
The Group reported an underlying profit after tax (UPAT) of $204.1 million in FY25, 1% lower than FY24. Our earnings were impacted by net outflows in our Asset Management business, a softer performance in Wealth Management, due to ongoing corporate uncertainty, and the absence
of one-off benefits recorded in FY24. These impacts were partially offset by continued growth in Corporate Trust and our Asset Management business benefiting from higher equity markets.
Importantly, there has been significant progress in simplifying the organisation and its central operations and the business has delivered well in excess of the targeted
$30 million in annualised cost savings. These savings form part of the broader Simplification Program announced at the half year results, to deliver $70 million to $80 million
in annualised cost savings by the end of FY27. The Board is pleased with the progress but recognises there is still further work required, to both deliver efficiencies in the business as well as invest for long-term growth.
We reported a statutory net loss after tax of $58.2 million for FY25. The statutory result includes $262.4 million of significant items, including an impairment predominantly related to the J O Hambro boutique, as well as transaction,
integration, Strategic Review and KKR transaction costs and costs related to our Simplification Program.
A final dividend of $0.54 per share was declared which was unfranked. Total dividends for the year were $1.15 per share, representing a payout ratio of 65% of UPAT for the full
year, within the Board’s dividend policy to pay between 60% and 90% of UPAT on an annualised basis in dividends to shareholders.
The Board will continue with the dividend reinvestment plan this year, enabling shareholders to reinvest their dividends without any transaction costs.
Board changes
Through the year, the Board underwent several changes, and was also reduced in size from eight to six
Non-executive Directors. Tony D’Aloisio retired as Chair in February after eight years on the Board. In October 2024, long-standing Non-executive Directors, Ian Hammond and Nancy Fox AM, also retired from the Board. Following Nancy’s retirement, Fiona Trafford-Walker assumed the role of Chair of the People and Remuneration Committee (PARC). We also welcomed Paul Ruiz to the Board, who replaced Ian as Chair of the Audit Risk and Compliance Committee (ARCC). I would like to sincerely thank Tony, Nancy and Ian for their contributions and guidance through a period of substantial change and strategic initiatives at Perpetual.
Responding to shareholder feedback regarding our remuneration approach
About Perpetual Group
At our AGM in 2024, we received a first strike on our FY24 Remuneration Report. The Board and I are committed to addressing shareholder concerns transparently and constructively. We have engaged extensively with
major shareholders and proxy advisors to gain a deeper understanding of their concerns.
Directors’ Report
Following this engagement, the Board undertook a detailed review of our remuneration framework in the first half of
the financial year. As a result, we have implemented several changes to strengthen alignment between executive remuneration, company performance and shareholder expectations. These changes include reinstating NPAT
Operating and Financial Review
as the primary financial measure in the Group scorecard, enhanced disclosure regarding treatment of unvested long-term incentives and growth incentive awards, and no guaranteed variable or retention awards being agreed for key management personnel for FY25.
Further details on these and further changes to the remuneration framework are outlined in our Remuneration Report on page 26.
We remain committed to upholding high standards of governance and accountability and will continue to listen and respond to shareholder feedback as we execute our strategy and deliver long-term value.
Closing remarks
Financial Report
On behalf of the Board, I would like to sincerely thank our people for their dedication and resilience during a year of significant change for the Group.
Finally, I want to thank you, our shareholders, for your continued support. We are confident in the path ahead and in the capability of the leadership team to execute our strategy and deliver improved returns over time.
Gregory Cooper
Chair
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Perpetual Group Annual Report 2025
CEO’s Report
We are reshaping Perpetual Group to be a nimble, leaner and more efficient business, that can deliver improved returns to shareholders over the long-term.
Dear Shareholders,
Since stepping into the role as CEO and Managing Director in September 2024, I have spent time listening to our people, shareholders and clients. In the first few months
in the role, my early observations have only strengthened my belief in the quality of Perpetual’s business, the depth of talent across the Group, and the significant opportunity we have to build a more efficient, client-focused and future-ready organisation.
FY25 can be characterised by shifting market conditions and broader macroeconomic uncertainty, particularly in the second half of the financial year where there was increased volatility in major equity markets. Investor sentiment was driven by ongoing uncertainty regarding interest rates, inflation, and geopolitical tensions. A market rebound
in June provided a more constructive close to the year.
Despite this market backdrop, corporate uncertainty, and specific challenges in our Asset Management business, Perpetual Group demonstrated resilience. Our Corporate Trust business delivered solid growth continuing to benefit from growth in asset values and a robust housing market in Australia, while Asset Management recorded higher assets under management (AUM) despite experiencing net outflows. Underlying earnings in our Wealth Management
business were impacted by the uncertainty surrounding the sale process for the business, as discussed below.
At a strategic level, the internal separation program that commenced to prepare for the transaction with KKR has continued and we are on a pathway to having each of our three businesses operating with more autonomy, and greater control and accountability for their own profitability. With a view to further simplifying our business, in February this year, we announced our intention to pursue the sale of our Wealth Management business and that sale process continues to progress.
In addition to the proposed sale of Wealth Management, an important outcome of the internal separation of our
business units has been the ability to deliver on our targeted cost reduction program. Initially announced in August
2024 with a goal of achieving $25–$35 million in annualised savings by June 2026, the Simplification Program was revised in February 2025 to target $70–$80 million in annualised savings by June 2027. This program involves streamlining central functions and reallocating resources across our three core businesses. We have acted quickly
to implement these changes, resulting in annualised cost savings achieved of $44 million at 30 June 2025
exceeding our FY25 target of $30 million. This marks significant progress toward our longer-term goal and underscores our commitment to operational efficiency and disciplined cost management.
We are reshaping Perpetual Group to be a nimble, leaner and more efficient business, that can deliver improved returns to shareholders over the long-term. Our strategy, which we announced as part of our FY25 results, has three priorities: simplify, drive operational excellence and invest for growth. For each of these our focus is clear:
Simplify: to simplify the Group and
drive greater autonomy and accountability.
Drive operational excellence: continue to deliver strong client engagement built on quality products and services, and deliver disciplined cost, performance and capital management.
Invest for growth: to improve performance and carefully invest to deliver earnings growth.
Our new strategy is outlined on page 3.
We have already made progress in each of these areas, and while there remains a significant amount to do, I believe we are on the right path to returning the business to a strong and profitable company.
7
CEO’s Report
Financial and operating results
In FY25, the Group reported a UPAT of $204.1 million, a decrease of 1% on the prior year, mainly due to the impact of outflows
in our Asset Management business and a softer year for our Wealth Management businesses due to uncertainty around its ownership.
In Asset Management, the business experienced net outflows of $16.2 billion driven by a range of factors, including underperformance in certain strategies, client mergers and portfolio reallocations. Outflows were primarily concentrated in Global, International and US Equity strategies within J O Hambro, Barrow Hanley and TSW. Despite these outflows, total AUM increased by 5% to
$226.8 billion as at 30 June 2025 supported by higher equity markets and revenue was 2% higher.
Corporate Trust continued its steady growth, with funds under administration (FUA) increasing 5% to $1,272.6 billion, supported by growth across its two core divisions -
Debt Market Services and Managed Funds Services. Our Managed Funds division had another strong year, with FUA rising 9% to $539.6 billion, driven by market growth and improved valuations in real estate. Additionally, Digital and Markets (formerly Perpetual Digital) grew revenues by 18% to now contributing 15% of Corporate Trust’s total revenue.
In Wealth Management, funds under advice (FUA) grew 9% to $21.5 billion. Across its two segments, market-related revenue increased, supported by stronger equity markets, while non-market related revenue was broadly flat, impacted by uncertainty surrounding the ownership of the business. Overall, underlying profit before tax (UPBT) declined, primarily due to lower revenue growth and higher expenses.
We also made progress on strengthening our financial position. In May, we refinanced our syndicated debt facilities, consolidating all previous core and acquisition facilities
into four new facilities on improved terms and covenants, reflecting confidence in the Group and its underlying businesses. We now have no debt maturities until 2027. Additionally, we reduced our gross debt in the second half of the year from circa $840 million at 31 December 2024 to $738.5 million at 30 June 2025, bettering our target of between $740 million to $750 million by 30 June 2025.
Leadership changes
Through the year, we refreshed our leadership team with a view to both simplifying our leadership structure as well as bringing in fresh perspectives to the business. In June, we announced a new Chief Financial Officer (CFO), Suzanne Evans, who joined in July 2025. She brings substantial financial and industry experience to the business.
In November 2024, we appointed James MacNevin to the role of Chief Operating Officer (COO), joining from State Street Global Advisors, and we also appointed Allan Lo Proto as Chief Risk Officer (CRO), succeeding Sam Mosse. Post the financial year end, we also announced the appointment of Helen Mediati as General Counsel, bringing legal expertise to the leadership team.
These changes have meant that some people will be leaving the business in the near future. I would like to thank in particular, Chris Green, Perpetual’s previous CFO, for his contribution over his extended time at Perpetual. My thanks also extends to Paul Chasemore, Chief People Officer, for his support and input throughout my first year in the role, as well as Craig Squires, Executive, Transitional Services, for his
leadership both in preparation for the transaction with KKR and in his previous role as COO. Chris, Craig and Paul have been valued members of the team and we all wish them the very best for the future.
About Perpetual Group
Progress on Perpetual’s Prosperity Plan
Directors’ Report
In FY25, we continued to make progress against the commitments set out in our Perpetual Prosperity Plan. Of our 35 commitments, 23 were on track or have been achieved across our four key pillars: Governance, Planet, People, and Communities. With much of our work impacted by the corporate uncertainty of the last 12 months, we are pleased to have progressed on a number of our commitments. This will be the final year we report on this plan as we look to refresh our plan and goals in the coming year.
Operating and Financial Review
Our people remain our most valuable asset. We have once again been recognised by the Workplace Gender Equality Agency (WGEA) as an Employer of Choice for Gender Equality, a position we have held since 2018.
We remain committed to doing more to achieve gender equality and increase the representation of women in our sector. In FY25, 32% of our global senior leadership cohort were women.
Financial Report
Looking ahead, we are preparing to meet the new climate-related financial disclosure requirements under Australia’s recently legislated sustainability reporting framework. We are progressing this work through a dedicated internal working group, support from external experts, and active participation in industry discussions, to ensure we are well placed to meet Group 1 compliance from FY26.
Closing remarks
It has been a privilege to lead Perpetual during a year of meaningful change and progress.
Despite the corporate uncertainty and internal changes through the year, what stands out most to me is the resilience and dedication of our people across the Group. Their commitment to our clients, our values, and to each other gives me great confidence in our future.
I am confident that through the actions aligned to our strategy, we will deliver a stronger, more resilient and more efficient Perpetual, positioned to grow and deliver long-term value.
Bernard Reilly
CEO and Managing Director
8
Business division updates
Perpetual Group Annual Report 2025
Asset ManagementAssets under management
$226.8b
Total revenue
$903.9m
As a global asset management business with investment teams operating in key markets and regions across the globe, the depth and breadth of our product range – from both an asset class and geographic perspective – provides earnings diversity.
9
Business division updates
Financial performance
In FY25, Asset Management reported UPBT of
$200.9 million, flat on FY24, supported by performance fees and higher average AUM driven by higher equity markets over the year.
Revenue increased 2% in FY25 to $903.9 million.
The increase was mainly due to higher performance fees, positive currency movements and an uplift in equity markets.
Total expenses were 2% higher than FY24, amounting to $703.0 million, with foreign currency movements,
variable remuneration related to performance fees earned, investment in technology platform and infrastructure, cyber security and licences collectively contributing
to the expense growth.
Business performance
At the conclusion of FY25, total AUM for the business was
$226.8 billion, up 5% on FY24. The business experienced net outflows totalling $16.2 billion for the year, mostly in the J O Hambro boutique, as well as in Barrow Hanley.
In J O Hambro, net outflows amounted to $7.7 billion, mainly from two strategies – the International Select and Global Select strategies – which have suffered from a period of underperformance. In February, we announced a plan to revitalise the boutique focused on three areas: improving client engagement, product rationalisation to support reinvestment, and identifying new capabilities to add to
the business. Importantly, J O Hambro remains a highly regarded investment boutique in Europe and the United Kingdom and through a focused plan, we believe the boutique can deliver future growth.
Across our other boutiques, in the United States (US), Barrow Hanley ended the financial year with a positive quarter
of net flows, despite a more challenging year in which active US equities strategies faced headwinds mainly due to the structural exposure to pension funds. In Australia, our Pendal and Perpetual boutiques continued to deliver solid investment performance for their clients and attract new monies in both equities and credit and fixed income capabilities.
Donald Trump’s “Liberation Day” tariff announcements, and shifting monetary policy. Within this context, our boutiques remain well-positioned to identify quality investment opportunities and deliver long-term value for our clients.
About Perpetual Group
New strategy to deliver long-term growth
Directors’ Report
In FY25, the Asset Management business launched a new strategy – Transform & Grow – focused on simplification, operational excellence and organic growth, and aligned to Perpetual’s refreshed Group strategy. Through the year, the business progressed four key priorities. It:
Implemented a new operating model to improve efficiency and accountability;
Executed on the Simplification Program, discussed
in the CEO’s letter, which included product, platform and vendor rationalisation;
Operating and Financial Review
Refreshed our distribution approach, moving from a regional to global approach, to support our boutiques in key target markets; and
Developed a focused plan to revitalise the J O Hambro business.
Under our new operating model, our aim is for each of our boutiques to benefit from greater operational autonomy in day-to-day decision-making, client engagement, and
market-specific strategy execution. This structure also allows us to better support each boutique’s performance while ensuring alignment with the broader group.
Financial Report
Importantly, we are exploring opportunities to evolve our product suite and deliver high-quality, contemporary investment solutions. In June 2025, Perpetual entered into a Letter of Intent with Partners Group to explore product development and investment strategy opportunities that integrate public and private assets.
In distribution, we have moved from a regional approach to a global approach and we have reallocated resources to frontline roles to increase our on-the-ground presence in key regions such as the US, where we now cover both the east and west coasts.
Investment performance across the business was robust, with 59% of strategies outperforming1 their benchmarks
over the three-year horizon.
As a global Asset Management business with investment teams operating in key markets and regions across the globe, the depth and breadth of our product range – from both an asset class and geographic perspective – provides earnings diversity. Throughout FY25, equity markets demonstrated resilience, with heightened geopolitical tensions, evolving trade dynamics following US President
Continued recognition
Our teams continued to excel and be recognised
in the industry for their investment performance with both Perpetual and Pendal recognised in the 2024 Zenith
Fund Awards2 for a fourth consecutive year; and Perpetual’s Pure Equity Alpha Fund named “Best Market Neutral Fund” at the 2024 Australian Alternative Investment Awards3.
As at 30 June 2025, 59% of strategies outperformed their benchmarks over three years to 30 June 2025, and 80% of strategies outperformed their benchmarks over five years to 30 June 2025. Investment performance is presented on a gross of fees basis. Investment performance of the strategies may differ once fees and costs are taken into account. Past performance isnot indicative of future performance. The disclosure document or product disclosure statement (PDS) of any of the investment strategies should be considered before deciding whether to acquire or hold units in any strategy. Target Market Determinations for the Perpetual funds are available on perpetual.com.au or calling 1800 022 033. Target Market Determinations for the Pendal funds are available on pendalgroup.com or 1300 346 821.
Zenith Investment Partners Pty Ltd ABN 27 103 132 672 AFSL 226872 Fund Awards issued 4 September 2024 are solely statements of opinion and not a recommendation in relation to making any investment decisions. Fund Awards are current for 12 months and subject to change at any time. Fund Awards for previous years are for historical purposes only. Full details on Zenith Fund Awards at zenithpartners.com.au/zenith-fund-awards-2024/
2024 Hedge Funds Rock and the Australian Alternative Investment Awards. All rights reserved. The awards are provided solely for informational purposes and not a recommendation or endorsement of a fund or fund manager. Hedge Funds Rock and the Australian Alternative Investment Awards does not guarantee that a fund or fund manager will perform in line with its nominated award as it reflects past performance only.
10
Business division updates
Perpetual Group Annual Report 2025
Corporate TrustFunds under administration
$1,272.6b
Total revenue
$204.2m
Corporate Trust was awarded “Australian Trustee of the Year” in the KangaNews Awards1 for the ninth consecutive year. The Digital and Markets division was also recognised in the 2024 Australian Financial Review’s Most Innovative Company Awards. This industry recognition is a testament to the quality of our business as a fiduciary and digital solutions provider to the banking and financial services industry.
11
Business division updates
Financial performance
Corporate Trust reported UPBT of $90.9 million in FY25, 7% higher than FY24. Revenue of $204.2 million was 9% higher, driven by growth in all three business units – Debt Market Services (DMS), Managed Funds Services (MFS), and Digital and Markets.
DMS, which services the debt capital markets and the securitisation industry, delivered revenue of $86.1 million, an increase of 10% on FY24, primarily driven by underlying growth in the securitisation portfolio from new and existing clients.
MFS, which provides corporate trustee and custodian services to fund managers and institutional investors
across the globe, including through our Singapore business, delivered revenue of $88.1 million, 5% higher than the previous year. The increase was primarily due to continued market activity across clients within commercial property (office, industrial, retail) and infrastructure, private credit, fixed income and equities.
Digital and Markets, which has been renamed from Perpetual Digital, reported revenue of $30.1 million,
18% higher than FY24. The segment delivered continued organic growth and an increase in its Perpetual Intelligence offerings, specifically Treasury and Finance Intelligence (TFI), Fixed Income Intelligence (FII), Investor and Market Intelligence, and software-as-a-service (SaaS) products.
Total expenses increased 10% to $113.3 million, mainly due to business growth, investment in new client products and continued investment in digitally transforming Corporate Trust’s legacy technology and infrastructure with cloud-based SaaS applications, as well as expenses associated with the Group’s broader investment in
cyber security.
Business commentary
Corporate Trust delivered robust growth in FY25, with total FUA reaching over $1.27 trillion as at 30 June 2025, up 5% on FY24.
DMS FUA increased 3% to $732.9 billion as at 30 June 2025, driven by continued growth in the residential mortgage backed securities (RMBS) and asset backed securities (ABS) segments, as well as covered bonds. The securitisation market is a strong driver for the DMS division, and the business has benefitted from a record 2024 calendar year of securitisation issuances, backed up by a strong start
to the 2025 calendar year.
MFS FUA increased 9% to $539.6 billion as at 30 June 2025, with strong performance across custody and responsible entity products. These areas benefitted from favourable market conditions, including improved valuations in real estate and broader asset price recovery. We continued
to attract new mandates in Custody services, particularly from institutional clients seeking robust asset servicing capabilities. The responsible entity division saw strong organic growth across our institutional clients who have experienced growth in private credit, fixed income and equity strategies.
Digital and Markets also had a strong year with assets under administration (AUA) of $569.3 billion, an increase of 4%
About Perpetual Group
on FY24. The AUA uplift was driven by accelerated growth in our FII product for our banking and financial services clients. Our new FII product attracted NAB Private Wealth as a new user and an early adopter, and in the second half of the year we onboarded Income Asset Management. The platform continues to be well received by our clients and contributed to the increase in AUA.
Directors’ Report
The strength of our client relationships is a key driver of success for our business. In FY25 we delivered a NPS score of +62, up from +54 in FY24, reflecting the ongoing trust our clients continue to place in our business.
Operating and Financial Review
Further, for the ninth consecutive year Corporate Trust was awarded “Australian Trustee of the Year” in the KangaNews Awards1; and our FII product won the “Best Investment Platform/App” category at the 10th Annual FinTech and Banking Awards. Our Digital and Markets division was
also recognised in the 2024 Australian Financial Review’s Most Innovative Company Awards within the Banking, Superannuation and Financial Services category.
The ongoing recognition from our clients and within the industry provides a testament to the quality of our business as a fiduciary, custodian and digital solutions provider to the banking and financial services industry.
Financial Report
Case study
Perpetual’s TFI platform is a digital workflow offering in the Digital and Markets’ business.
Treasury and Financial Intelligence helps to streamline and automate end-to-end trust management, pool selection and funding processes for Australian trust managers, treasury and finance teams. The platform is now widely adopted across the securitisation market, with ~100 trusts live and more than $30 billion in RMBS, commercial mortgage backed securities (CMBS), and auto and equipment finance.
One client success story is Athena. Since launching in 2019, non-bank digital mortgage provider Athena has originated over $6 billion in home loans, built entirely from the ground up. From inception, Perpetual has been a critical partner, helping Athena secure its first funding and providing trustee and treasury, trust management and SaaS products that underpin its growth. Today, that partnership extends to new funding innovations, including a future loan portfolio marketplace with TFI.
The KangaNews Awards use the votes of market participants across Australian and New Zealand debt markets.
12
Business division updates
Perpetual Group Annual Report 2025
Wealth ManagementFunds under advice
$21.5b 9%
Total revenue
$235.6m 4%
Wealth Management has been delivering quality advice for almost 140 years to a broad client base of business owners, medical practitioners and other professionals, not-for-profit organisations, native title trusts and high-net-worth individuals. Throughout a period of corporate change, we continued to deliver consistent, high-quality client service reflected in the
business achieving a record high NPS result for the year.
13
Business division updates
Financial performance
FY25 revenue was $235.6 million, 4% higher than FY24, mainly due to stronger revenue in the market related business line. Market related revenue was 6% higher than FY24 due to strong equity markets while non-market related revenue, which includes advice and accounting services, was $79.7 million, 1% higher than FY24. While positive, revenue growth was impacted by corporate uncertainty surrounding the sale of the business. Despite this uncertainty, we experienced continued growth from Jacaranda Financial Planning in the pre-retiree business, philanthropy, and medical segments.
Total expenses were $184.1 million, 7% higher than FY24, with continued investment in staff and technology to support future business growth, and one-off legal and retention-related expenses.
Overall, Wealth Management reported UPBT of $51.5 million, 5% lower than FY24 due to both lower growth in non-market related revenue and higher expenses.
FUA at the end of FY25 was $21.5 billion, 9% higher than FY24, primarily due to net flows from a new institutional client win and the improvement of equity markets.
Business commentary
Our Wealth Management business demonstrated resilience through a period of macroeconomic uncertainty marked by geopolitical tensions and tariff impacts across parts of the economy, as well as corporate uncertainty surrounding the ownership of our business.
Across our business, we continued to deliver a high level of client service. An area of particular focus in FY25 was our Advice for Women by Women offering launched late in 2024 (see Case study).
Along with our Advice for Women by Women program, also within our advice segment of the business, we continued
to grow our ‘core’ managed account portfolio offering, which gives clients access to a portfolio of Australian
shares constructed by our team of investment managers. The portfolio delivered strong returns in the year to 30 June 2025, outperforming its benchmark by more than 1%1 over both one year and five years, and the portfolio now exceeds $800 million in assets managed on behalf of our clients.
Our work in the philanthropy and community and social investments sector remains a core pillar of our business. At the end of FY25, Perpetual managed over 1,200 charitable trusts, foundations, and endowments,
offering services like trusteeship, investment management, strategy, grant-making, and governance. Having engaged meaningfully in the philanthropic sector, we collaborate with philanthropists to maximise their impact in the communities they care about.
In FY25, we distributed more than $129 million on behalf
of our clients to the charity sector, and a further $34 million was distributed to charitable organisations through our IMPACT philanthropy program, which reviewed more
than 2,000 funding applications. We were also a major supporting partner in the successful launch of the She Gives campaign, a movement that seeks to highlight women’s philanthropic giving at any scale, to any cause, to accelerate positive social change.
As one of the largest managers of philanthropic funds in Australia, we are proud to play such a significant role in funding the not-for-profit sector.
About Perpetual Group
Directors’ Report
The Perpetual First Nations Communities division continues to make meaningful and lasting impact by working closely with First Nations communities. The division had a strong year, while providing benefits for the communities they work with, also growing the funds under management in support of these communities. A focus this year has been community-led succession planning and the development of emerging leaders’ programs. Along with the emerging leaders’ initiative, the team has continued to provide
Operating and Financial Review
broad support for community health, education, and cultural programs as well as advocating for the rights and interests of Indigenous communities. Perpetual continues to be a trustee and investment adviser of choice to these communities and manages in excess of $1.1 billion in assets for First Nations communities as at 30 June 2025.
Finally, throughout a period of corporate uncertainty, we continued to deliver consistent, high-quality client service. The strength of our longstanding client relationships, which in some instances span five generations, is reflected in our FY25 NPS, which saw a record high result of +56. NPS is the measure of our clients’ willingness to recommend Perpetual to friends, colleagues or peers. Our National Medical Advisers team recorded one of the five highest NPS scores across the entire Perpetual Group.
Financial Report
Case study
In October 2024, we successfully launched Perpetual’s Advice for Women by Women program.
The program is designed to address the comprehensive and distinct financial needs and goals of women through a supportive and inclusive advice framework. Today,
approximately 50% of our Wealth Management advice team are women, and women represent approximately 40% of our client base. The program has been well received by clients which has led to high quality client referrals.
Investment performance is presented on a gross of fees basis. Investment performance of the strategies may differ once fees and costs are taken into account. Past performance is not indicative of future performance. The disclosure document or product disclosure statement (PDS) of any of the investment strategies should be considered before deciding whether to acquire or hold units in any strategy.
14
Sustainability
Perpetual Group Annual Report 2025
Perpetual’s Prosperity Plan
This year marks our
final performance update across the Prosperity Plan’s pillars.
In September 2022, Perpetual introduced its Prosperity Plan – our comprehensive sustainability strategy. Of the 35 commitments we set, 23 have been successfully achieved or are on track for achievement. While there is still work to be done,
the results achieved to date coincide with a period of significant change and uncertainty across our business. Despite this, we’ve demonstrated resilience and adaptability, enabling us to deliver 65% of our commitments, and make meaningful progress on several key initiatives, with greater clarity on the renewed pathway ahead.
Progress across the four pillars of our Prosperity Plan
Governance
Committed to the highest standard
Draw on our trusted brand and deep history, to work to uphold best practices,
accountability and integrity in all we do. 0
We met all our Governance commitments set out in our Prosperity Plan.
Planet Measuring our impact on the environment
Consider the risks and opportunities relating to climate change on behalf
of our clients and reduce the environmental footprint of our own operations.
We achieved 100% renewably powered operations and are advancing our climate
AASB S2, making significant progress on our Planet commitments.
People Champion inclusion and high performance
wellbeing and supports each of our people to bring their best.
Our People related targets have been significantly impacted by the prolonged
the sentiment of our employees and also our ability to positively impact on key diversity targets as we have internally restructured the business under a new operating model.
Communities Support strong communities
Leverage our services, time and philanthropy to support not-for-profit 3
organisations, give back to communities, and help advance First
Nations prosperity.
We have continued to support reconciliation and capacity building in the philanthropy sector which has contributed to progress against our community commitments.
Detail on the commitments and their outcomes for FY25 can be found in the Sustainability Report, with each section starting on the following pages: Governance – 8, Planet – 15, People – 24 and Community – 30
15
Sustainability
Governance: committed to the highest standards
We measure our clients’ willingness to recommend Perpetual Group to friends, colleagues, and peers through our NPS. In FY25, the Group achieved a score of +53, marking our third consecutive year above +50. This strong result reflects our ongoing commitment to building trusted relationships and is testament to the consistent value we deliver to our clients.
In FY25, we made progress to strengthen environmental, social and governance (ESG) skills and capabilities across our organisation by implementing climate scenario analysis, updating ESG assessment tools for several investment teams, and expanding our team with new sustainability professionals. These ESG initiatives have helped embed ESG considerations more deeply into our business operations and decision-making processes.
Planet: preparing for mandatory climate-related financial disclosure
Perpetual is subject to the Australian Sustainability Reporting Standards, AASB S2, and is preparing for year one reporting in 2026. Following our established climate roadmap, documented below is the progress made throughout the FY25 period.
Governance
Our Board oversees our sustainability strategy and climate-related issues. Since the implementation of Perpetual’s Prosperity Plan, we have made governance improvements to enhance this oversight. This includes explicitly referencing the Board’s role in managing climate-related risks in the Board Charter.
Our sustainability governance structure ensures sustainability is integrated and supported throughout all levels of our organisation.
About Perpetual Group
The Sustainability team provides the Perpetual Limited Board and Executive Committee with six-monthly updates on climate and our sustainability strategy. These updates include a status report on our climate-related commitments, metrics related to our operational performance, and climate risk and emissions exposure metrics for our investments.
Directors’ Report
We established the Climate Disclosure working group to our governance structure, with the intended purpose of bringing together the right people to support mandatory disclosure under AASB S2 and drive climate risk and
Operating and Financial Review
opportunities integration across all levels of the organisation. This group met throughout the year to review progress at a Group and business level, with the core focus on the Group level being a year one reporting entity.
During the year, further sustainability roles were scoped and hired for in the underlying businesses to support deeper governance and accountability for addressing climate and broader sustainability. These roles aim to enhance the understanding and implementation of climate and sustainability linked strategy in the Corporate Trust
and Wealth Management businesses.
Strategy
Financial Report
This year, we sought the assistance of an industry partner to conduct scenario analysis on Perpetual Group’s strategic business model, operations and investment portfolios. The intention of this project is to enable guidance on strategic decision making and investment team engagement to manage risks and
advance opportunities relating to climate change. In late FY25, we appointed Alvarez & Marsal (A&M) to support this endeavour, and we will be able to share more detailed information of the outputs on this project in our next sustainability report.
16
Sustainability
Perpetual Group Annual Report 2025
Risk management
management processes. Climate-related risks are reflected in the Sustainability and Responsible Investing risk category | Scope 1 | Direct GHG emissions from controlled sources2 | 50 | 3 | 43 |
within our Risk Management Framework (RMF). The RMF is in place to ensure risks are identified, assessed and managed effectively across the Group. | Scope 2 | Electricity (location-based) Electricity (market-based) | 1,310 0 | 1,537 335 | 1,514 242 |
For further information on the inherent climate-related | Scope 3 | Total Scope 3 operational | 15,156 | 19,672 | 22,120 |
The identification, assessment and management of climate risk is integrated into our enterprise-wide risk
Chart 1 – GHG emissions metrics for our operations in FY251
Scope Metric (unit TCO2e) FY25 FY24 FY23
risks identified and some of the risk mitigants in place
to manage those risks, see our FY25 Sustainability Report.
Metrics and targets
As a global business, Perpetual Group is committed to reducing our own operational environmental footprint. Our operational greenhouse gas (GHG) emissions from FY25 are set out in the chart on the right. More specific
breakdown of our operational emissions can be found in the FY25 Sustainability Report.
operational emissions
emissions3
As a global business, Perpetual Group is committed to reducing our own operational environmental footprint.
Based on operational control boundary setting approach.
Includes direct GHG emissions from natural gas usage, fuel use and refrigerants.
Based on location-based methodology.
17
Sustainability
About Perpetual Group
Financed emissions relates to the GHG emissions associated with our equity and fixed income (corporate debt) investment holdings, held on behalf of our clients. This covers 79% of our total AUM as at 30 June 20254.
Chart 2 – Financed emissions for our equity and fixed income (corporate debt) investments in FY255
Directors’ Report
Metric
Description
Unit
Asset class
Emissions6
FY257
Total carbon
Absolute GHG emissions associated with a portfolio,
Million tCO2e
Equity
Scope 1
6.43
emissions8
expressed in tonnes CO2e.
Corporate bonds
Scope 2 1.38
Scope 3 79.08
Scope 1 0.50
Scope 2 0.06
Scope 3 4.27
Weighted average carbon intensity9
A portfolio’s exposure to carbon-intensive companies, expressed in tonnes CO2e/$m revenue.
tCO2e/$m revenue
Equity Scope 1
and 2
Corporate bonds
116.80
Operating and Financial Review
131.08
For further information on our Financed Emissions and other climate-related metrics, see our FY25 Sustainability Report.
People: championing inclusion and high performance
While the Group remains committed to building better gender diversity in our business, we did not meet our targets for women in leadership (40%) and women in asset management (25%). Our progress in these areas has been significantly affected by the transition to a new
operating model. As leaders, this moment calls for reflection – we acknowledge that improvement is necessary, and
we recognise that there is still considerable work ahead.
We remain firmly committed to advancing gender equity. With the rollout of our new operating model, we are introducing a refreshed Diversity, Equity, and Inclusion (DEI) strategy for FY26 to FY28 in Australia. This renewed approach ensures that our gender representation goals continue to be a central focus moving forward.
Communities: support strong communities
Perpetual Group continues to support reconciliation efforts. In FY25, we hosted National Reconciliation Week and NAIDOC Week events, including cultural tours and talks by Indigenous leaders. We also continued working with Supply Nation-certified suppliers and participated in Reconciliation Australia’s leadership sessions.
Through our support for capacity building and thought leadership in the Australian philanthropy and not-for-profit sectors, the Perpetual Foundation and Centenary Foundation Trustees Endowments, established with our own corporate funds, distributed $653,700 in FY25 to strengthen the capabilities of not-for-profit organisations.
Financial Report
Looking to the future
As we prepare for FY26 and shape the future of Perpetual Group, upholding a responsible and sustainable approach remains an essential element of our long-term success.
We will be undertaking a new assessment, to understand the sustainability-related issues that are most relevant for our stakeholders and new operating structure. This will inform the development of a new sustainability strategy for the Group.
We look forward to sharing this with you in FY26, as
we continue to create enduring prosperity for our clients, our people and our communities – an ambition deeply embedded in our sustainability approach.
Covers 79% of total combined Asset Management and Wealth Management AUM as at 30 June 2025. It does not include FUA from our Corporate Trust division or FUA for our Wealth Management division. Further, it does not include assets or investment vehicles like cash and ETFs where we cannot obtain data nor see through to the underlying assets.
Source: ISS ESG Data as of 30 June 2025. Includes equity and fixed income (corporate debt) holdings in our Asset Management and Wealth Management divisions where our ESG data provider has coverage. Our reporting adheres to the GHG Protocol ‘operational control’ approach. See our FY25 Financed Emissions Basis of Preparation for more details at perpetual.com.au/sustainability/archive/.
Scope in this table refers to emissions of our equity and fixed income (corporate debt) investment holdings.
FY25 figures utilise the EVIC methodology and prior years used the market capitalisation as fixed income (corporate bonds) data was not readily available. As a result, the table has been re-baselined to FY25.
For total carbon emissions, Scope 1 and Scope 2 GHG emissions are calculated using an enterprise value including cash as the denominator. This is calculated by combining the total debt and market capitalisation of a holding. Where no market capitalisation is not available (non-listed issuers), total debt only is used.
For WACI, Scope 1 and Scope 2 GHG emissions are allocated based on portfolio weights, that being the current value of investment relative to the current portfolio value. This is calculated using this formula: (current value of investment / current portfolio value) x (issuer’s Scope 1 and Scope 2 GHG emissions / Issuer’s $million revenue).
18
Directors’ Report
for the year ended 30 June 2025
Perpetual Group Annual Report 2025
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
FIA, FIAA, BEc (Actuarial Studies) (Age 55)
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 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 of NSW Treasury Corporation, 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 57)
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 equity 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 is currently a Director of Webster Financial Corporation (NYSE: WBS) where she is Chair of the Technology Committee and a member of the Executive and Enterprise Risk Committees. She
also serves as Vice Chair of the Egyptian American Enterprise Fund and is a Trustee of FIT College of the State University of New York.
Listed company directorships held during the past three financial years
Webster Financial Corporation, NYSE: WBS (from February 2022 following merger with Sterling Bancorp to Present)
Mondee Holdings, Nasdaq: MOND (from July 2022 to April 2025)
Sterling Bancorp NYSE: STL (from May 2019 to February 2022)
Fintech Acquisition Corp. VI
(from February 2021 to December 2022)
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
Christopher Jones
Independent Non-executive Director
MA (Cantab) CFA (Age 64)
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 City, USA. He has over 40 years’ experience in the financial services industry across both investments and funds management.
Most recently, Mr Jones was 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 (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
19
Directors’ Report
About Perpetual Group
for the year ended 30 June 2025
Paul Ruiz
Independent Non-executive Director
BSc (Econ), FCA, GAICD (Age 60)
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 Dai-ichi 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 (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
Fiona Trafford-Walker
Independent Non-executive Director
BEc, M. Fin (Age 58)
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 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 Victorian
Funds Management Corporation and FleetPartners Group Limited, an Investment Committee Member of the Walter and
Eliza Hall Institute and Independent Advisor to the Investment Committee of the Australian Retirement Trust.
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
Directors’ Report
Independent Non-executive Director
Operating and Financial Review
BA (Hons) Accounting (Age 61)
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.
Financial Report
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 ABRDN Fund Managers Ltd. He was previously Chair of Jupiter Unit Trust Managers Limited and Henderson Investment Funds Limited.
Listed company directorships held during the past three financial years
None
Board Committee memberships
Chair of the Investment Committee
Member of the People and Remuneration Committee
Member of the Nominations Committee
20
Directors’ Report
for the year ended 30 June 2025
Perpetual Group Annual Report 2025
Directors who retired during the year
Bernard Reilly
CEO and Managing Director
BEcon, CFA (Age 56)
Mr Reilly has been the CEO and Managing Director of Perpetual since September 2024.
Skills and experience
Mr Bernard Reilly is an experienced asset management executive with more than 30 years’ experience in international and domestic asset management, banking and the finance sector.
For the past two years, he 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 AUM in the region to US$325 billion, while growing profitability.
Tony D’Aloisio AM
Chair and Independent Non-executive Director
BA LLB (Hons)
Appointed as an Independent
Non-executive Director of Perpetual
in December 2016 and appointed as Chair in May 2017.
In February 2025, Mr D’Aloisio retired as Chair and a Director of Perpetual.
Nancy Fox AM
Independent Non-executive Director
BA JD (Law) FAICD
Appointed as an Independent
Non-executive Director of Perpetual in September 2015.
On 17 October 2024, Ms Fox retired as a Director of Perpetual, as Chair of the People and Remuneration Committee
and as a Member of the Audit, Risk and Compliance Committee, Integration Committee, Nominations Committee and Board Implementation Committee.
21
Directors’ Report
for the year ended 30 June 2025
About Perpetual Group
Company secretary
Ian Hammond
Independent Non-executive Director
BA (Hons) FCA FCPA FAICD
Appointed as an Independent
Non-executive Director of Perpetual in March 2015.
On 17 October 2024, Mr Hammond retired as a Director of Perpetual, as Chair of the Audit, Risk and Compliance Committee and as a Member of the Investment Committee, Technology and Cyber Security Committee and Nominations Committee.
Rob Adams
CEO and Managing Director
BBus (Accounting)
Appointed as the CEO and Managing Director of Perpetual in September 2018. On 8 May 2024, Perpetual announced that Rob Adams would retire as Group Managing Director and CEO. He retired on 2 September 2024.
Sylvie Dimarco
Directors’ Report
Operating and Financial Review
Head of Governance and Company Secretary
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 and
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.
Financial Report
Ms Dimarco has over 18 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.
Perpetual Group Annual Report 2025
22
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 to30 June 2025were:
DIRECTOR | BOARD SCHEDULED UNSCHEDULED MEETINGS MEETINGS | AUDIT, RISK AND COMPLIANCE COMMITTEE (ARCC) | PEOPLE AND REMUNERATION COMMITTEE (PARC) | INVESTMENT COMMITTEE | TECHNOLOGY AND CYBER SECURITY COMMITTEE | BOARD IMPLEMENTATION COMMITTEE¹ | ||||||||
ELIGIBLE | ELIGIBLE | ELIGIBLE | ELIGIBLE | ELIGIBLE | ELIGIBLE | ELIGIBLE | ||||||||
TO ATTEND | ATTENDED | TO ATTEND | ATTENDED | TO ATTEND | ATTENDED | TO ATTEND | ATTENDED | TO ATTEND | ATTENDED | TO ATTEND | ATTENDED | TO ATTEND | ATTENDED | |
Tony D’Aloisio AM | 8 | 8 | 20 | 20 | - | - | - | - | - | - | - | - | - | - |
Mona Aboelnaga Kanaan | 11 | 11 | 21 | 19 | 2 | 2 | 7 | 7 | 3 | 3 | 4 | 4 | 5 | 4 |
Rob Adams | 2 | 2 | 4 | 4 | - | - | - | - | - | - | - | - | - | - |
Gregory Cooper | 10 | 10 | 21 | 20 | 4 | 4 | 5 | 5 | 2 | 2 | - | - | - | - |
Nancy Fox AM | 4 | 4 | 7 | 5 | 1 | 1 | 3 | 3 | - | - | - | - | 4 | 4 |
Ian Hammond | 4 | 4 | 7 | 7 | 1 | 1 | - | - | - | - | 1 | 1 | - | - |
Christopher Jones | 11 | 11 | 21 | 21 | - | - | 7 | 7 | 3 | 3 | 4 | 3 | 5 | 5 |
Bernard Reilly | 9 | 9 | 15 | 15 | - | - | - | - | - | - | - | - | - | - |
Paul Ruiz | 9 | 9 | 15 | 15 | 5 | 5 | - | - | - | - | 2 | 2 | 1 | 1 |
Fiona Trafford-Walker | 11 | 11 | 21 | 21 | 5 | 5 | 7 | 7 | 3 | 3 | 4 | 4 | 5 | 5 |
Philip Wagstaff | 11 | 11 | 21 | 19 | - | - | 7 | 7 | 3 | 1 | - | - | - | - |
Directors’ Report
for the year ended 30 June 2025
1. The Board Implementation Committee ceased on 25 February 2025.
There were no meetings for the Nominations Committee. Matters were considered via circular resolutions and there were 16 during the financial year to 30 June 2025.
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 2025 there were twenty one 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.
23
Directors’ Report
for the year ended 30 June 2025
About Perpetual Group
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.
Directors’ Report
Review of operations
A review of operations is included in the Operating and Financial Review (OFR).
For the year ended 30 June 2025, Perpetual reported a net loss after tax attributable to equity holders of Perpetual Limited of $58.2 million compared to the net loss after tax attributable to equity holders of Perpetual Limited for the year ended
30 June 2024 of $472.2 million.
Operating and Financial Review
For the year ended 30 June 2025, Perpetual reported an underlying profit after tax (UPAT) attributable to equity holders of Perpetual Limited of $204.1 million compared to the UPAT attributable to equity holders of Perpetual Limited for the year ended 30 June 2024 of $206.1 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.
Financial Report
The reconciliation of net 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 2025 is shown below.
30 JUNE 2025 $M | 30 JUNE 2024 $M | |
Statutory net loss after tax attributable to equity holders of Perpetual Limited | (58.2) | (472.2) |
Significant items after tax | ||
Transaction, Integration, Strategic Review and Simplification costs1 | 92.8 | 84.2 |
Non-cash amortisation or impairment of acquired intangible assets2 | 191.1 | 590.3 |
(Gains)/losses on financial assets and liabilities3 | (22.9) | (6.6) |
Accrued incentive compensation liability4 | 1.3 | 10.4 |
Underlying profit after tax attributable to equity holders of Perpetual Limited | 204.1 | 206.1 |
Relates to costs associated with the acquisition/establishment of Pendal Group, Barrow Hanley and other entities together with the Strategic Review, Simplification and the sale of Wealth Management. Costs include professional fees, administrative and general expenses and staff costs related to specific retention and performance grants.
Relates to amortisation expense on customer contracts and non-compete agreements acquired through business combinations, or impairment losses on revaluation of intangibles including goodwill and customer contracts acquired through business combinations.
Relates to unrealised mark to market gains and losses on EMCF, seed fund investments, financial assets held for regulatory purposes together with realised derivative gains/losses.
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 Regulaľory Guide 230 – Disclosing non-IFRS financial informaľion. 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.
Financial markets are dealing with changing expectations for inflation and interest rates that impact global economies and financial markets. The consolidated entity continues to monitor the impact of these factors on its operations, control environment and financial reporting.
Consistent with the approach applied in the preparation of the financial statements for the period ended 31 December 2024, 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 equity market volatility which has the potential to lead to a material financial impact. Whilst this has been factored into the preparation of the financial report, the accounting policies and methodologies have been applied on a consistent basis to the annual financial report. The Board and management continue to closely monitor developments with a focus on potential financial and operational impacts as development arise.
24
Directors’ Report
for the year ended 30 June 2025
Perpetual Group Annual Report 2025
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 2025 Final 2024 ordinary Interim 2025 ordinary | 53 61 | 60.5 69.9 | 50% Franked 0% Franked | 4 Oct 2024 4 Apr 2025 |
Total amount | 114 | 130.4 | ||
Declared after the end of the financial year 2025 After balance date, the Directors declared the following dividend: Final 2025 ordinary | 54 | 61.9 | 0% Franked | 3 Oct 2025 |
Total amount | 61.9 | |||
The financial effect of dividends declared after year end are not reflected in the 30 June 2025 financial statements and will be recognised in subsequent financial reports.
State of affairs and subsequent events
On 2 June 2025, Perpetual Limited announced it had refinanced its syndicated debt facilities. The arrangement refinanced all of Perpetual’s existing corporate debt on improved terms and covenants, reflecting strong confidence in Perpetual and its underlying businesses. Perpetual has no debt maturities until 2027.
In the first half of FY25, Perpetual progressed the internal separation of its three businesses in preparation for a Scheme of Arrangement with an affiliate of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) whereby KKR would acquire Perpetual’s Wealth Management and Corporate Trust businesses (the “Scheme”). In February 2025, Perpetual announced that it had terminated the Scheme with KKR due to an Independent Expert concluding the Scheme was not in the best interests of shareholders. Following the decision to terminate the Scheme, Perpetual determined to continue the internal separation of its three businesses in order to simplify its business, as well as explore the sale of its Wealth Management business, which continues to progress.
A final 0% franked dividend of $0.54 per share was declared on 28 August 2025 and is to be paid on 3 October 2025.
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.
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.
25
Directors’ Report
for the year ended 30 June 2025
About Perpetual Group
Insurance
In accordance with the provisions of the Corporaľions Acľ 2OO1, 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
Directors’ Report
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.
NAME | REGISTERED SCHEME | RELEVANT INTEREST (UNITS) |
Christopher Jones | J P Morgan Global Bond Opportunities Fund | 79,378 |
JPM Equity Premium Income ETF | 15,118 |
Chief Executive Officer and Managing Director’s and Chief Financial Officer's declaration
Operating and Financial Review
Financial Report
The CEO and Managing Director, and the CFO declared in writing to the Board, in accordance with section 295A of the Corporaľions Acľ 2OO1, 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 2025 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.
26
Directors’ Report
for the year ended 30 June 2025
Perpetual Group Annual Report 2025
Remuneration Report
Dear Shareholders,
As the newly appointed 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 2025 (FY25). This report offers shareholders and stakeholders a clear and comprehensive overview of Perpetual’s remuneration approach and how remuneration outcomes for our Executive Key Management Personnel (KMP) are aligned with the Group’s FY25 performance and the long-term interests of our shareholders, clients and broader stakeholder community.
Understanding and responding to reasons for the strike against our FY24 Remuneration Report
Following the release of last year’s Remuneration Report and the resulting first strike, the Board undertook a comprehensive consultation process with proxy advisers and shareholders to ensure we understood the concerns raised. We value this feedback and have responded with a number of what we believe are meaningful and appropriate changes to our remuneration practices which are outlined in Section 1.2 of this report. Where we have not made changes this year, the feedback was carefully considered and we have outlined our reasons for not making changes at this time.
Perpetual’s performance in FY25
As one of the responses to the strike against the FY24 Remuneration Report, the Board changed the primary financial indicator for measuring executive performance from Underlying Profit After Tax (UPAT) to Net Profit After Tax (NPAT) for FY25.
The FY25 result was driven by a number of one-off Significant Items, largely related to strategic initiatives and the terminated KKR transaction, as well as non-cash impairments in the J O Hambro business. At a Group level, Perpetual reported a Net Loss After Tax of $58.2 million, slightly favourable to our expectations at the start of the year, which forecast a Net Loss After Tax of $61.5 million (incorporating planned one-off costs and other Significant Items that were known at that time).
Impacting NPAT positively, the total value of Significant Items in cash terms was materially below our original expectations, with a number of expected one-off costs either not materialising due to the terminated transaction to sell our Corporate Trust (CT) and Wealth Management (WM) businesses to KKR, or being deferred into FY26 as they relate to the current planned sale of WM.
Due to the size of unexpected Significant Items impacting NPAT both positively and negatively, the Board also considered UPAT in assessing the overall performance of the business and when deciding variable reward outcomes for KMP. Perpetual’s UPAT of $204.1 million was 5.8% above our target of $192.9 million, but down slightly (1.0%) compared to FY24.
Continued profit growth was delivered in CT, however WM was impacted by uncertainty around its future ownership. Asset Management (AM) delivered stable profit, driven by relatively stable Assets Under Management (AUM) despite the impact of net outflows of $16.2 billion. Perpetual also achieved $44 million of annualised cost savings in FY25, in excess of our target of
$30 million, the first stage of a broader program to deliver $70-80 million of annualised cost savings by 30 June 2027.
Our team delivered positive client outcomes in FY25. Our Net Promoter Score (NPS) outcome of +53 in FY25 equalled our second highest score for the Group, remaining well above Perpetual’s long-term target of +40. Our investment teams continued to deliver solid relative investment performance, with 59% of the Group’s strategies outperforming their benchmarks over a three-year time horizon (slightly below our target of 60%).
FY25 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 FY25, the Board weighed up some challenging financial results, including non-cash impairments and net outflows within certain AM boutiques, alongside the continued execution of our corporate strategy by a largely new Executive team and delivery of positive client outcomes at the same time as achieving significant cost reduction targets and progressing strategic initiatives such as the proposed sale of WM. The Board also recognised in its remuneration approach this year the significant level of uncertainty surrounding the ownership of parts of the Group and the impact this had on the ability of management and our businesses to deliver results for their clients and for shareholders.
For FY25, the Board has determined to award the new CEO a Variable Incentive award of 95% of target, or 54% of maximum opportunity, with individual outcomes for other Executive KMP averaging 90% of target, or 51% of maximum opportunity.
Further details on variable remuneration outcomes are provided in Section 7. Bonus funding levels approved for the Executive KMP were broadly aligned to the bonus funding levels approved for corporate staff across Perpetual.
27
Directors’ Report
for the year ended 30 June 2025
About Perpetual Group
Change in Board and Executive KMP composition
During FY25, the Board underwent several changes in its composition. Tony D’Aloisio, Nancy Fox and Ian Hammond retired, prompting a transition in leadership roles. Greg Cooper was appointed Chair of the Board, while I assumed the role of Chair of the PARC. Paul Ruiz joined the Board and was appointed Chair of the Audit, Risk and Compliance Committee (ARCC) and Phil Wagstaff was named Chair of the Investment Committee (IC).
Directors’ Report
During FY25, there were a number of key leadership transitions. Bernard Reilly was appointed as CEO in September 2024, replacing Rob Adams. Allan Lo Proto stepped into the role of Chief Risk Officer (CRO) from 1 January 2025 following Sam Mosse’s resignation. James MacNevin was appointed Chief Operating Officer (COO), replacing Craig Squires, who transitioned into the role of Executive, Transitional Services. At the end of FY25, we announced that Chris Green was stepping down as Chief Financial Officer (CFO), with Suzanne Evans announced as his successor.
Following the implementation of a new operating model effective 1 May 2025, the CRO and COO roles will no longer be designated as KMP, as responsibilities and teams within these functions have been integrated into WM, CT and AM.
This brings greater accountability to the roles of the Chief Executives of these businesses, as they now lead more complete end-to-end businesses within the overall Perpetual Group. Further details on KMP changes are provided in Section 1.4 of this report.
Operating and Financial Review
Conclusion
On behalf of the Board, I would like to extend our sincere thanks to shareholders and other stakeholders for your valuable feedback and continued engagement regarding our remuneration approach. We believe we have achieved a thoughtful balance between aligning with shareholder expectations and ensuring our team is fairly rewarded, positioning the company to successfully deliver on its strategic objectives.
I would also like to sincerely thank our broader Perpetual team, who have continued to deliver for our clients and shareholders in the face of continued uncertainty in the last few years.
Financial Report
Yours sincerely,
Fiona Trafford-Walker
Chair, People and Remuneration Committee
28
Directors’ Report
for the year ended 30 June 2025
Perpetual Group Annual Report 2025
Remuneration Report (Audited) Contents
Key Management Personnel and executive summary 28
Governance 31
Our people 32
Our remuneration philosophy and structure 32
Risk and Sustainability 34
Aligning Perpetual Group performance and reward 36
Variable Reward 40
Data disclosures - Executive KMP 46
Non-executive Director remuneration 54
Key Terms 58
Key Management Personnel and executive summary
Key Management Personnel for FY25
NAME POSITION TERM AS KMP IN FY25
Executive KMP
CurrgnĒ
Bernard Reilly Chief Executive Officer and Managing Director From 2 September 2024 Richard McCarthy Chief Executive, Corporate Trust Full year
Mark Smith Chief Executive, Wealth Management Full year
Chris Green1 Chief Financial Officer Full year
CurrgnĒ «юgcuĒivgs, KM™ for parĒ of FY25
Craig Squires Executive, Transitional Services Until 7 November 2024
Allan Lo Proto2 Chief Risk Officer From 1 January 2025 until 30 April 2025
James MacNevin2 Chief Operating Officer From 8 November 2024 until 30 April 2025
Formgr «юgcuĒivgs and KM™
Rob Adams Chief Executive Officer and Managing Director Until 1 September 2024 Sam Mosse Chief Risk and Sustainability Officer Until 31 December 2024 Non-executive KMP
CurrgnĒ
Greg Cooper Chair Full year (Chair from 28 February 2025)
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 From 9 September 2024
Formgr
Tony D'Aloisio Chair Until 27 February 2025
Nancy Fox Independent Director Until 17 October 2024
Ian Hammond Independent Director Until 17 October 2024
Chris Green ceased as CFO effective 30 June 2025, replaced by Suzanne Evans.
Allan Lo Proto and James MacNevin ceased as KMP effective 30 April 2025, following a change to operating model.

