ANSELL LIMITED — AGM Information 2009

Sep 13, 2009

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Ansell Limited

A.B.N. 89 004 085 330

Level 3, 678 Victoria Street Richmond, Victoria 3121, Australia GPO Box 772 Melbourne Victoria 3001, Australia Telephone (+613) 9270 7270 Facsimile (+613) 9270 7300 www.ansell.com

14 September 2009

Company Announcements Office Australian Securities Exchange Limited Level 4 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

2009 Notice of Meeting

In accordance with Listing Rule 3.17, attached is a copy of the 2009 Notice of Annual General Meeting and Proxy Form to be sent to shareholders.

Yours sincerely,

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Craig M Cameron Company Secretary

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A global leader in Healthcare Barrier Protection

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Notice of Annual General Meeting 2009

Notice is given that the Annual General Meeting of Ansell Limited will be held at the RACV Club, Level 17, 501 Bourke Street, Melbourne, Victoria on Wednesday, 14 October 2009 at 2.00pm.

Ansell Limited ABN 89 004 085 330 Registered Office Level 3, 678 Victoria Street, Richmond, Victoria 3121 GPO Box 772, Melbourne, Victoria 3001

Notice of Meeting

Notice is given that the Annual General Meeting of Ansell Limited will be held at the RACV Club, Level 17, 501 Bourke Street, Melbourne, Victoria on Wednesday, 14 October 2009 at 2.00pm.

Ordinary Business

1. Financial Report

To receive and consider the financial report and the reports of the Directors and the Auditor of the Company for the year ended 30 June 2009.

2. Remuneration Report

To consider and, if thought fit, pass the following resolution

as a non-binding resolution:

‘To receive and adopt the Remuneration Report for the year ended 30 June 2009.’

The Remuneration Report is set out on pages 19 to 31 of the Annual Report 2009.

3. Re-election of Directors

To re-elect two Directors:

• (a) Peter L Barnes who retires in accordance with Rule 33(c) of the Company’s Constitution and being eligible offers himself for re-election.

• (b) Marissa T Peterson who retires in accordance with Rule 33(c) of the Company’s Constitution and being eligible offers herself for re-election.

By order of the Board

Craig M Cameron

Company Secretary 31 August 2009

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

8. a specified 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.

9. 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 officer or agent.

10. Proxy forms (and if the appointment is signed by the appointor’s attorney, the original authority under which the appointment was signed or certified copy of the authority) should be completed and lodged:

11. In person at:

12. The Registered Office – Ansell Limited, Level 3, 678 Victoria Street, Richmond, Victoria 3121;

13. The Share Registry – Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067;

14. By mail C/- Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001;

15. By facsimile on (61 3) 9473 2555; or

Explanatory Notes to Shareholders

Item 1 – Financial Report

In accordance with the Corporations Act 2001, the Financial Report, Directors’ and Auditor’s Reports for the year ended 30 June 2009 will be put before the Annual General Meeting. These reports are contained within the Annual Report 2009.

Shareholders can access a copy of the Annual Report on the Company’s website at: www.ansell.com. A printed copy of the Annual Report 2009 has been sent only to those shareholders who have elected to receive a printed copy.

There is no requirement for a formal resolution on this matter. Accordingly, there will be no formal resolution put to the meeting.

Shareholders will be given a reasonable opportunity at the meeting to raise questions on these reports or make comments on Company matters.

Item 2 – Remuneration Report (non-binding advisory vote)

Shareholders are asked to adopt the Company’s Remuneration Report for the year ended 30 June 2009. The Remuneration Report is set out on pages 19 to 31 of the Annual Report 2009.

Ansell’s remuneration strategy is designed to reward, motivate and retain senior executives, with market competitive remuneration and benefits, to support the continued success of the Company’s businesses and the creation of shareholder value.

The Remuneration Report sets out, in detail, the Company’s policy for determining remuneration for Directors and Senior Executives. It includes information on the elements of remuneration that are performance based, the performance conditions that apply and the methodology used to assess the achievement of these performance conditions.

• Online at www.investorvote.com.au

• prior to 2.00pm on 12 October 2009.

• 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 12 October 2009.

During the year ended 30 June 2009, Ansell implemented a new cash-based long-term incentive plan. The primary objectives behind the implementation of the new plan were to:

• simplify the long-term incentive arrangements and enhance their transparency to shareholders and to provide Ansell’s executive team with performance measures that appropriately motivate their performance;

• establish long-term incentive arrangements that are sufficiently flexible to reflect local market conditions and yet allow for consistency of arrangements for executives, given the global nature of Ansell’s businesses.

In light of the ongoing economic uncertainty in the major markets in which Ansell operates, a review was completed in respect of the remuneration structure to be taken forward into the 2010 financial year. The outcome of this review is explained in more detail in the body of the Remuneration Report. Of significance was the decision made by the Company to suspend the annual review process on fixed remuneration, broadly across the Company, until business performance recovers. Consistent with the suspension of the annual review process across the Company, Board fees will not be reviewed in the 2010 financial year.

The vote on resolution 2 is advisory only, and does not bind the Directors. However, a reasonable opportunity for discussion of the Remuneration Report will be provided at the Annual General 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.

Item 3 – Re-election of Directors

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

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Peter L Barnes BCom, MBA (Melb) Age 66. Resides in Australia

Marissa T Peterson MBA (Harvard), BSc (Mech) Age 47. Resides in the USA

Mrs Peterson was appointed a Non-executive Director on 22 August 2006. She is a member of the Audit and Risk Committee.

Mr Barnes was appointed a Non-executive Director in October 2001 and Chairman in August 2005. He is a member of the Nomination, Remuneration and Evaluation Committee.

Mrs Peterson is a Director of Supervalu Inc., Humana Inc., and the Lucille Packard Children’s Hospital of Stanford University in California.

Mr Barnes is a Director of News Corporation and Deputy Chairman of Metcash Limited, and is Chairman of Samuel Smith & Son Pty Limited.

Mrs Peterson retired from executive roles in mid-2006, having spent the previous 18 years with Sun Microsystems in senior executive positions. She has extensive experience in supply chain management, manufacturing, supplier management and procurement, logistics and distribution and services.

Mr Barnes brings to the Board experience in finance, marketing and general management in the international arena. His background includes a long career with Philip Morris International Inc., where he held several senior management positions in Australia and overseas, including Managing Director, Lindeman Holdings Ltd, and President, Asia Region, based in Hong Kong.

Mrs Peterson is 47 and resides in the USA.

Mr Barnes is 66 and resides in Australia.

Board Recommendation

As part of its ongoing performance review process, the Board has formally considered Mr Barnes’ and Mrs Peterson’s respective contributions to the Board, and its Committees. The Board unanimously supports their re-election as Directors and recommends that shareholders vote in favour of these resolutions.

The Board considers both Mr Barnes and Mrs Peterson to be independent Directors.

Board Recommendation

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

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Flinders Lane
Bourke Street
Little Collins Street
La Trobe Street
Flagstaff
Gardens
Lonsdale Street
Little Bourke Street
Collins Street
Flinders Street
Flagstaff
Station
Southern Cross
Station
Flinders Street
Station
Little Lonsdale Street
Bourke Street Mall
501 Bourke Street
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Tram
Trams
RACV
CLUB
GPO Swanston Street
Elizabeth Street
William Street
King Street
Spencer Street
Queen Street
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Ansell Limited Annual General Meeting RACV Club, Level 17, 501 Bourke Street, Melbourne, Victoria

Wednesday, 14 October 2009 2.00pm

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Lodge your vote:

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Online:

www.investorvote.com.au

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

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By Mail:

Share Registry - Computershare Investor Services Pty Ltd GPO Box 242 Melbourne VIC 3001 Australia Registered Office - Ansell Limited Level 3, 678 Victoria Street Richmond VIC 3121

000001 000 ANN MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

In Person:

Share Registry - Computershare Investor Services Pty Ltd Yarra Falls, 452 Johnston Street, Abbottsford VIC 3067 Registered Office - Ansell Limited Level 3, 678 Victoria Street Richmond VIC 3121

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online or view the 2009 Annual Report and Notice of Meeting, 24 hours a day, 7 days a week:

www.investorvote.com.au

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Your secure access information is: Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

Cast your proxy vote Access the annual report Review and update your securityholding

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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For your vote to be effective it must be received by 2:00 pm Monday 12 October 2009

How to Vote on Items of Business

Signing Instructions for Postal Forms

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form

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916CR_0_Sample_Proxy/000001/000003

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

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Proxy Form

to indicate your directions

Please mark

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Appoint a Proxy to Vote on Your Behalf

XX

At the Annual General Meeting of Ansell Limited to be held at RACV Club, Level 17, 501 Bourke Street, Melbourne, Victoria, on Wednesday 14 October 2009 at 2.00pm and at any adjournment of that meeting, I/we being a member/s of Ansell Limited hereby appoint

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the person you are appointing as your proxy. Do not insert your own name(s).

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the Chairman OR of the Meeting

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit).

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Items of Business

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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2	To adopt the Remuneration Report (non-binding vote)
3a	Re-election of Director - Peter L Barnes
3b	Re-election of Director - Marissa T Peterson

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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