ANSELL LIMITED — AGM Information 2007

Oct 1, 2007

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Notice is given that the Annual General Meeting of Ansell Limited will be held at the RACV Club, Level 2, 501 Bourke Street, Melbourne, Victoria on Friday, 2 November 2007 at 2.00pm.

Notice of Annual General Meeting 2007

Ansell Limited ABN 89 004 085 330 Registered Offi ce

Level 3, 678 Victoria Street, Richmond, Victoria 3121 GPO Box 772, Melbourne, Victoria 3001

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2 ANSELL NOTICE OF MEETING 2007

Notice of Meeting

NOTES:

1. On a poll, ordinary shareholders have one vote for every fully paid ordinary share held.

2. A member entitled to attend and vote is entitled to appoint not more than two proxies.

3. A proxy need not be a member of the Company.

4. A proxy may be either an individual or a body corporate. If you wish to appoint a body corporate as your proxy, you must specify on the proxy form:

5. the full name of the body corporate appointed as proxy; and

6. the full name or title of the individual representative of the body corporate at the Meeting.

7. Where more than one proxy is appointed, each proxy may be appointed to represent a specifi ed proportion or number of the member’s voting rights and neither proxy is entitled to vote on a show of hands if more than one proxy attends. If it is desired to appoint two proxies, then an additional proxy form can be obtained from the Ansell Limited Share Registry by telephoning (61 3) 9415 4000.

8. Proxy forms must be signed by a member or the member’s attorney or, if a corporation, executed under seal or in accordance with section 127 of the Corporations Act 2001 or signed by an authorised offi cer or agent.

9. Proxy forms (and if the appointment is signed by the appointor’s attorney, the original authority under which the appointment was signed or a certifi ed copy of the authority) must be returned:

10. In person at Level 3, 678 Victoria Street, Richmond, Victoria 3121;

11. By post C/- Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001; or

12. By facsimile on (61 3) 9473 2555, prior to 2.00pm on 31 October 2007.

13. The Board has determined, in accordance with the Company’s Constitution and the Corporations Regulations, that a shareholder’s voting entitlement at the meeting will be taken to be the entitlement of that person shown in the register of members as at 10.00pm (EST) on 31 October 2007.

Ordinary business

1. To receive and consider the fi nancial and other reports for the year ended 30 June 2007

2. To re-elect and elect Directors

• (a) Ronald J S Bell who retires by rotation in accordance with Rule 33(c) of the Company’s Constitution and being eligible offers himself for re-election.

• (b) William Peter Day who was appointed a Director on 20 August 2007, retires in accordance with Rule 33(b) of the Company’s Constitution and being eligible offers himself for election.

Special business

3. Refreshing ability to conduct further on-market buy-back

To consider and, if thought fi t, pass the following resolution as an ordinary resolution: ‘That approval is given for the Company to buy back up to 10% of its issued shares during the period from the Company’s 2007 Annual General Meeting to the conclusion of the Company’s 2008 Annual General Meeting.’

4. Renewal of Partial Takeover Provisions

To consider and, if thought fi t, pass the following resolution as a special resolution:

‘That the Company renew the partial takeover provisions contained in Rule 70 of the Constitution with effect from 31 December 2007 for a period of three years concluding on 31 December 2010 and Rule 70(d) be amended accordingly.’

5. Amendment to Constitution –

Rotation of Directors

To consider and, if thought fi t, pass the following resolution as a special resolution: ‘That Rule 33(c) and (d) of the Constitution is omitted and the following paragraphs are inserted in Rule 33 effective immediately from the passing of this resolution:

• (c) A Director (excluding a Managing Director and a Director appointed under paragraph (a)) may not hold offi ce beyond the third annual general meeting following the meeting at which the Director was elected or last re-elected (whichever is later). A Director who retires from offi ce under this paragraph retains offi ce until the conclusion of the relevant annual general meeting.

• (ca) If the Directors have appointed more than one Managing Director, the Directors must, where required by the Listing Rules, nominate one of them to not be subject to vacation of offi ce under this Rule.

• (d) Where it is a requirement of law or the Listing Rules that a Director be submitted for election or re-election at an annual general meeting and it is necessary that a Director retire before the period specifi ed in paragraph (c) to satisfy this requirement, the Director to retire will be the Director having been longest in offi ce since the date of his or her election or last re-election. As between Directors who were last elected or re-elected on the same date, the Director to retire will, unless agreed otherwise, be decided by lot.’

6. Grant of performance rights and options to the Chief Executive Offi cer

To consider and, if thought fi t, pass the following resolution as an ordinary resolution:

‘That approval is given for the grant of 172,009 performance rights and 172,009 options to the Chief Executive Offi cer and Managing Director, Douglas D Tough, in accordance with the rules of the Ansell long-term incentive plan and on the additional terms summarised in the Explanatory Notes to this Notice of Meeting.’

Voting Restriction

The Company will disregard any votes cast on resolution 6 by any Director or their associates, unless the vote is cast:

• as proxy for a person who is entitled to vote in accordance with the directions on the proxy form specifying how the proxy is to vote; or

• by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Other business

7. To adopt the Remuneration Report (non-binding vote)

To consider and, if thought fi t, pass the following resolution as a non-binding resolution:

’To receive and adopt the Remuneration Report for the year ended 30 June 2007.’ The Remuneration Report is set out on pages 24 to 33 of the Annual Review.

BY ORDER OF THE BOARD

R J Bartlett

Secretary 17 September 2007.

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Explanatory Notes to Shareholders

Item 2 – To re-elect and elect Directors

The following are the backgrounds of the Directors who are seeking re-election or election:

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Ronald J S Bell

BA (Strathclyde)

Ronnie Bell joined the Board as a Non-executive Director in August 2005. He has been a member of the Nomination, Remuneration and Evaluation Committee since August 2005, and was appointed Chairman of that Committee in August 2007. Mr Bell brings to the Board broad general management and marketing skills, particularly in the European and North American markets.

Mr Bell is a Director of Northern Foods Plc and Edrington Group, and is Chairman of the Milk Link Co-Operative.

Mr Bell is an experienced international consumer industry executive with a background of over 30 years in highly competitive global branded products. He is a former President of Kraft Foods, Europe and served as Executive Vice President of Kraft Foods Inc.

Ronnie Bell is 57 and resides in the United Kingdom.

W Peter Day

LL,B (Hons – UK), MBA, FCPA, FCA, FCA (UK) Peter Day was appointed to the Board as a Non-executive Director on 20 August 2007, and at the same time, was appointed as a member of the Audit and Risk Committee. He was most recently Executive General Manager Finance for Amcor Limited, and will retire from full-time executive duties with that Company towards the end of 2007.

Mr Day has a diversifi ed background in fi nancial reporting, fi nance and general management. He is currently Chairman of Orbital Corporation Limited and a member of the International Accounting Standards Board’s Joint International Group on Financial Statements, a former Chairman of the Australian Accounting Standards Board, and was Deputy Chairman of the Australian Securities & Investments Commission.

Mr Day has also held senior executive positions with Bonlac Foods, Rio Tinto, CRA and Comalco, including Chief Financial Offi cer at Commonwealth Aluminum Corporation (USA) and Managing Director, Business Services in Australia.

Prior to his appointment, Mr Day had not had any connection with either the Company or any of its Directors.

Peter Day is 57 and resides in Australia.

Board Recommendation

As part of its ongoing performance review process, the Board has formally considered Ronald Bell’s contribution to the Board and the Nomination, Remuneration and Evaluation Committee, and strongly supports Mr Bell’s re-election as a Director.

Mr Day, having recently been appointed to the Board, has not participated in the Board review process; however, the Board strongly supports his election as a Director.

The Board considers both Mr Bell and Mr Day to be independent Directors.

4 ANSELL NOTICE OF MEETING 2007

Explanatory Notes to Shareholders continued

Item 3 – Refreshing ability to conduct further on-market buy-back

Background

As part of the Company’s ongoing capital management program, 9.8 million shares were bought back and cancelled between the date of the 2006 Annual General Meeting and the date of this notice.

The Board has reviewed the Company’s current capital structure and its projected cash fl ows and capital requirements for the next 12 months and has determined that it would be advantageous to have the fl exibility to conduct further on-market buy-backs.

Approval sought

The Board is seeking shareholder approval to buy-back up to 10% of ordinary shares on issue as at the date of the meeting (which, calculated based on the number of shares currently on issue, would be approximately 14.1 million shares) between the 2007 Annual General Meeting and the Company’s 2008 Annual General Meeting.

The Company may repurchase up to 10% of ordinary shares on issue over the next 12 months without shareholder approval, under the Corporations Act. However, given the Company’s purchases of shares during the past year, in the absence of seeking this authority from shareholders, the effective limit on the number of shares the Company may buy-back during the forthcoming year may effectively be less than 10%.

The Company is only seeking authority to buy back up to 10% of issued shares where it considers it to be in the Company’s best interests. The Company reserves its rights as to when (and if) it conducts a buy-back.

Advantages/disadvantages of on-market buy-backs

The advantages of on-market buy-backs include:

In deciding how to vote on this resolution, shareholders should consider the fact that any on-market buy-back:

• could, all other things remaining the same, reduce net asset backing per share; and

• may result in a reduction of the Company’s index weighting.

Effect of buy-backs on the Company

In an on-market buy-back, shares are acquired at the market price of shares at the time. Based upon an estimated 141 million ordinary shares on issue at the date of the AGM, 10% represents 14.1 million shares.

As the number of shares to be bought back, and price at which those shares might be bought back, is unknown, it is not possible to state the maximum cost of any buy-back. However, to repurchase 14.1 million shares would cost approximately A$179 million at market prices at the date of preparation of this Notice of Meeting.

It is currently anticipated that any on-market buy-back will be funded from cash reserves.

Effect of buy-backs on control of the Company

The effect of any buy-back on the control of the Company will not be known until the buy-back is conducted. Having regard to the Company’s current shareholding spread, any buy-back is not expected to result in a change of control.

General

The Board believes that the Company will remain conservatively geared and have strong fi nancial fl exibility and liquidity, notwithstanding a further on-market buy-back of up to 10% of the ordinary shares on issue.

Board recommendation

The Board unanimously recommends that shareholders vote in favour of the resolution.

• the Company has complete fl exibility to adjust the volume and timing of shares purchased;

• they are very simple to implement, involve little cost and can be tailored to changing market conditions;

• they may provide taxation advantages to shareholders who elect to sell their shares, as the Company is not currently able to provide franking credits on dividends paid.

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Item 4 – Renewal of Partial Takeover Provisions

The Corporations Act permits a Company’s constitution to include a provision that enables it to refuse to register shares acquired under a proportional takeover bid unless shareholders approve the bid. Currently, Rule 70 of the Constitution ceases to have effect on 31 December 2007.

Proportional Takeover Bid

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares (i.e. less than 100%).

Effect of a Proportional Takeover Bid Provision

If a proportional takeover bid is made, the Directors must ensure that a general meeting is held more than 14 days before the last day of the bid period, at which shareholders will consider a resolution to approve the takeover bid.

Each shareholder has one vote for each fully paid share held. The vote is decided on a simple majority. The bidder and its associates are not allowed to vote. If the resolution is not passed, no transfer will be registered and the offer will be taken to have been withdrawn. If the resolution is not voted on, the bid is taken to have been approved. If the bid is approved (or taken to have been approved) all valid transfers must be registered.

The proportional takeover approval provisions do not apply to full takeover bids and if renewed, will only apply until 31 December 2010.

Knowledge of any Acquisition Proposals

As at the date of this Notice, no Director is aware of any proposal by any person to acquire or to increase the extent of a substantial interest in the Company.

Reasons for and Potential Advantages and Disadvantages of Rule 70

The Directors consider that the takeover approval provisions have no potential advantages for them.

The reasons for and potential advantages of Rule 70 for shareholders include:

• (a) shareholders have the right to decide by majority vote whether to accept a proportional takeover bid;

• (b) it may help shareholders avoid being locked in as a minority and may prevent a bidder acquiring control of the Company without paying an adequate control premium (i.e. paying for all of their shares);

• (c) it increases shareholders’ bargaining power and may assist in ensuring that any proportional takeover bid is adequately priced.

The potential disadvantages for shareholders of Rule 70 include:

• (a) proportional takeover bids for shares in the Company may be discouraged and the likelihood of a proportional takeover succeeding may be reduced; and

(b) shareholders may lose an opportunity to sell some of their shares at a premium. While the existing proportional takeover provisions have been in effect, there have been no takeover bids for the Company. The Directors are not aware of any potential bid that was discouraged by Rule 70.

The Directors do not believe the possible disadvantages outweigh the advantages of the proportional takeover provisions operating for the next three years.

Board recommendation

The Board unanimously recommends that shareholders vote in favour of this resolution.

6 ANSELL NOTICE OF MEETING 2007

Explanatory Notes to Shareholders continued

Item 5 – Amendment to the Company’s Constitution – Retirement by rotation of Directors

It is proposed that the provisions of the Constitution relating to annual retirement by rotation of approximately one third of Directors be removed and replaced with provisions that better refl ect the size of Ansell’s Board and the desire for greater continuity on the Board.

Effect of Current Provision

The effect of the current Rule 33(c), given the size of Ansell’s Board, is that, notwithstanding provisions in the ASX Listing Rules that require directors to be submitted for re-election at least every three years, Ansell’s Directors are generally required to submit for re-election every two years under the current one third annual retirement by rotation provisions. The frequency of rotation impacts on Board renewal and succession planning, two factors which are cited in the ASX Corporate Governance Council’s Revised Principles and Recommendations on best corporate practice as critical to a company’s performance.

Effect of Amendment

The proposed amendment to the Constitution addresses this issue by requiring each Director to retire at the third annual general meeting after the Director was elected or last re-elected. The provisions also recognise the requirements of the ASX Listing Rules that there must be an election of directors each year. If there is no Director required to be submitted for election because they were appointed to fi ll casual vacancies during the year or pursuant to the three-year maximum term rule, the Director having been longest in offi ce since last re-election must stand for re-election (and if there is more than one such Director, the candidate to be submitted for election shall be determined by agreement or lot).

Board recommendation

The Board unanimously recommends that shareholders vote in favour of the resolution.

Item 6 – Grant of performance rights and options to the Chief Executive Offi cer

This resolution seeks shareholder approval for the grant to the Managing Director and Chief Executive Offi cer, Mr D D Tough, of performance rights and options under the Ansell long-term incentive plan. Details of Mr Tough’s remuneration package for the 2007 fi nancial year are set out in the Remuneration Report on pages 24 to 33 of the Annual Review.

A summary of the operation of the long-term incentive plan is set out in Table 7 of the Remuneration Report. The Remuneration Report is set out on pages 24 to 33 of the 2007 Annual Review, which is also available from the Company’s website (www.ansell.com).

A brief overview of details of the proposed grant is set out below.

Specifi c terms of grant

Long-term incentives are intended to provide approximately 40% of Mr Tough’s total annual remuneration for performance at target (increasing to approximately 50% for performance at stretch targets).

The Board has determined to make available to Mr Tough, an equal number of performance rights and options as an appropriate balance between the incentive to drive forward the Company’s share price and the dilutive effect of introducing additional share options. Awards combining options and performance rights are also refl ective of standard market practice in the United States. The performance rights and options will be tested after three years.

The grant to Mr Tough will comprise 172,009 performance rights and 172,009 options. The number of options and performance rights was determined based on the value of the instruments as at 30 June 2007, calculated using binomial tree valuation methodology for the performance rights and Monte-Carlo simulation methodology for the options.

If approved, it is intended that the grant to Mr Tough will be made shortly after this meeting and no later than 12 months from the date of this meeting.

No amount will be payable by Mr Tough in respect of the grant, or upon vesting of the performance rights; however, the options will have an exercise price based on the Company’s share price on ASX over the fi ve trading days up to and including the grant date.

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Different performance conditions will apply in respect of the performance rights and the options.

Performance conditions for options

The options are subject to a performance condition based on the Company’s Total Shareholder Return (TSR) over the three-year vesting period. TSR measures the return to a shareholder over the performance period in terms of changes in the market value of the shares plus the value of the dividends paid on the shares.

The growth in the Company’s TSR will be compared with the TSR performance of a comparator group comprising global organisations operating within the same or similar industry segments as the Company. The comparator companies for the 2008 grant are listed in Table 7 of the Remuneration Report.

The vesting schedule for options, which will be determined by reference to the level of TSR growth achieved by the Company over the vesting period compared with the performance of other companies in the comparator group, is also the same as that which applied to the 2007 grant, and which is set out in Table 7 of the Remuneration Report.

Change of control and cessation of employment

In addition to the circumstances set out above, the Directors also have discretion to determine that the performance rights and options will vest in certain circumstances described in the Plan Rules, subject to pro rata performance up to the relevant date. Where Mr Tough ceases employment with the Company any unvested performance rights and options will lapse, except in specifi ed circumstances.

Any performance rights or options which do not vest at the end of the applicable performance period will lapse.

Other required information

Mr Tough is the only Director of the Company entitled to participate in the Plan. In 2006, following shareholder approval, he was granted a total of 207,883 performance rights and 207,883 options.

Board recommendation

The Board (other than Mr Tough) unanimously recommends that shareholders vote in favour of the resolution.

Item 7 – Remuneration Report (non-binding advisory vote)

Shareholders are asked to adopt the Company’s Remuneration Report for the year ended 30 June 2007. The Remuneration Report is set out on pages 24 to 33 of the 2007 Annual Review, which is also available from the Company’s website (www.ansell.com).

The vote on resolution 7 is advisory only, and does not bind the Directors. However, a reasonable opportunity for discussion of the Remuneration Report will be provided at the conclusion of voting on the formal resolutions before the Meeting.

The Nomination, Remuneration and Evaluation Committee will take into account the discussion on this resolution and the outcome of the vote when considering the future remuneration arrangements of the Company.

Board Recommendation

The Board unanimously recommends that shareholders vote in favour of the resolution.

Performance condition for performance rights

The performance rights are subject to a performance condition based on growth in the Company’s earnings per share (EPS) over the three-year period. The Board has, having regard to the guidance previously provided to the market, selected a base of US$0.58 EPS for the 2008 fi nancial year (base point), being the mid-point of the guidance provided to the market in August 2007.

The target EPS growth rate is 12% per annum compound, measured from the base point to the end of the 2010 fi nancial year. The stretch hurdle for each tranche is an EPS value that is 7.5% above the target EPS value for that tranche.

The Board will exclude the effect of net changes in capital when measuring EPS performance. This ensures the current capital management program of share buy-backs will not infl uence performance against these targets.

The vesting schedule for the performance rights at relative EPS growth rates is the same as that which applied to the 2007 grant and which is set out in Table 7 of the Remuneration Report.

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The Annual General Meeting of Ansell Limited
will be held at the RACV Club, Level 2,
501 Bourke Street, Melbourne, Victoria
on Friday, 2 November 2007 at 2.00pm.
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GPO
Flinders Lane
Bourke Street
Little Collins Street
Little Bourke Street
Lonsdale Street
Collins Street
Flinders Street
Little Lonsdale Street
501 Bourke Street
55
86
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Tram
Trams
RACV CLUB
Elizabeth Street
William Street
King Street
Queen Street
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