ANSELL LIMITED — AGM Information 2011

Sep 15, 2011

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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

16 September 2011

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

Dear Sir/Madam

2011 Notice of Meeting

In accordance with Listing Rule 3.17, attached is a copy of the 2011 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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MEDICAL SOLUTIONS

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INDUSTRIAL SOLUTIONS

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VERTICALS

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WELLNESS

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NOTICE OF ANNUAL GENERAL MEETING

2011

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 Monday, 17 October 2011 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

ANSELL Notice of ANNuAl GeNerAl MeetiNG 2011

NOTICE OF ANNUAL GENERAL MEETING 2011

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 Monday, 17 October 2011 at 2.00pm.

NOTES

Important note regarding proxies: The laws that apply to voting on resolutions relating to the remuneration of key management personnel have changed.

Certain categories of persons (including Directors and the Chairman of the Meeting) are now prohibited from voting on such resolutions, including as proxy in some circumstances.

If you are appointing a proxy, to ensure that your vote counts, please read the instructions on the Proxy Form carefully.

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 to attend the Meeting.

7. Where more than one proxy is appointed, each proxy may be appointed to represent 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 1300 850 505 (within Australia) or (61 3) 9415 4000 (outside Australia).

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 officer 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 certified copy of the authority) must be returned:

10. In person at the Registered Office – Ansell Limited: Level 3, 678 Victoria Street, Richmond, Victoria 3121 or the Share Registry – Computershare Investor Services Pty Ltd: Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067;

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

12. By facsimile on 1800 783 447 (within Australia) or (61 3) 9473 2555 (outside Australia);

13. Online at

; or

• Online at (for Intermediary Online Subscribers only);

• prior to 2.00pm (AEDT) on Saturday, 15 October 2011.

• 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 2.00pm (AEDT) on Saturday, 15 October 2011.

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 2011.

2. Re-election of Directors

To re-elect two directors:

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

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

3. Remuneration Report

(non-binding advisory note)

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 2011.’

The Remuneration Report is set out on pages 34 to 49 of the Annual Report 2011.

Voting exclusion statement – Corporations Act

The Corporations Act prohibits any votes being cast on resolution 3 by or on behalf of a person who is disclosed in the Remuneration Report as a member of the key management personnel of the Company (which includes the Directors and the Chairman) or a closely related party of that member. However, such a person may cast a vote on resolution 3 if they do so as a proxy for a person who is permitted to vote, in accordance with a direction on the Proxy Form. By order of the Board,

craig M cameron Company Secretary Melbourne, 2 September 2011

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 2011 will be put before the Annual General Meeting. These reports are contained within the Annual Report 2011. Shareholders can access a copy of the Annual Report on the Company’s website at: A printed copy of the Annual Report 2011 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 – Re-election of Directors

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

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GLENN L L BARNES B Ag Sc (Melb), CPM, FAMI, FAIM, FAICD, SF Fin, FRSA

L DALE CRANDALL CPA, MBA (UC Berkeley)

Glenn L L Barnes

L Dale Crandall

Glenn Barnes was appointed to the Board as a Non-executive Director in September 2005. He is a member of the Audit and Risk Committee, the Nomination, Remuneration and Evaluation Committee and the Business Process Transformation Committee.

Dale Crandall was appointed to the Board as a Non-executive Director in November 2002. He is the Chairman of the Audit and Risk Committee.

Current Directorships: Director of Coventry Health Care Inc, Serena Software Inc, Bridgepoint Education Inc and UnionBanCal Corporation. Mr Crandall has a background in accounting and finance and is a former Group Managing Partner for Southern California for Price Waterhouse. He was formerly President and Chief Operating Officer of Kaiser Foundation Health Plan and Hospitals in the USA.

Current Directorships: Director of Australian Unity Limited.

Mr Barnes has over 20 years governance experience in banking and financial services, business information, consumer goods and the not-for-profit sector. He was involved in the packaged goods, banking and financial services sectors for over 30 years, as an executive, business leader and Director in Australia, New Zealand, the United Kingdom, United States of America, Republic of Ireland, Japan and China.

Mr Crandall is 70 and resides in the USA.

Mr Barnes is 64 and resides in Australia.

Board recommendation

As part of its ongoing performance review process, the Board has formally considered the respective contributions of Messrs Barnes and Crandall 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 Mr Crandall to be independent Directors.

ANSELL Notice of ANNuAl GeNerAl MeetiNG 2011

EXPLANATORy NOTES TO ShArEhoLdErS

Item 3 – Remuneration Report (non-binding advisory vote)

Shareholders are asked to adopt the Company’s Remuneration Report for the year ended 30 June 2011. The Remuneration Report is set out on pages 34 to 49 of the Annual Report 2011.

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.

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.

Note: As noted above, the vote on this resolution 3 is advisory only and does not bind the Directors. As a result of amendments to the Corporations Act known generally as the ‘two strikes rule’, shareholders should note that the result of the vote on this item may affect next year’s Annual General Meeting – if 25 per cent or more of the votes cast on this resolution are ‘against’, a resolution to spill the Board will be included on the 2012 Notice of AGM as required by the Corporations Act.

The vote on resolution 3 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.

Ansell Limited

Annual General Meeting

RACV Club, Level 17, 501 Bourke Street, Melbourne, Victoria on Monday, 17 October 2011 at 2.00pm.

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Little Collins Street
Bourke Street
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Lonsdale Street
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Station
Flinders Street Station
Flinders Lane
Little Lonsdale Street
Bourke Street Mall
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Swanston Street
Elizabeth Street
William Street
King Street
Spencer Street
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GPO
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Lodge your vote:

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ANSELL LIMITED ABN 89 004 085 330

• Online:

www.investorvote.com.au

For Intermediary Online subscribers only

(custodians) www.intermediaryonline.com

• By Mail:

Share Registry - Computershare Investor Services Pty Limited

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, Abbotsford 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 - 2011 Annual General Meeting

 For your vote to be effective it must be received by 2:00pm (AEDT) Saturday 15 October 2011

How to Vote on Items of Business

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

Appointment of Proxy

*In considering who to appoint as your proxy, you should take careful note of the warnings outlined in Step 1.

Voting 100% of your holding: You may direct your proxy how to vote by marking one of the boxes opposite each item of business in Step 2. If you mark more than one box on an item your vote will be invalid on that item.

If your proxy chooses to vote, then he/she must vote in accordance with your direction. If you have directed your proxy to vote, and they do not attend the meeting or choose to not vote on a poll, then the Chairman of the Meeting will vote your proxies as directed by you in Step 2.

If you do not direct your proxy how to vote by marking a box in Step 2, your proxy may vote as they choose on that item. However, note that if the Chairman of the Meeting is your proxy, he will vote your undirected proxy in accordance with the Chairman’s voting intentions (set out in Step 2 below) if you tick the applicable box in Step 1.

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 of 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 of securities for each in Step 1 overleaf.

Signing Instructions for Postal Forms

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

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

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. Delete titles as applicable.

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.investorcentre.com under the information tab, "Downloadable Forms".

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.

A proxy need not be a securityholder of the Company.

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Vote online or view the 2011 Annual Report and Notice of Meeting, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is:

Cast your proxy vote

Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999  PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

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



916CR_0_Sample_Proxy/000001/000002

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

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I9999999999
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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

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

at the Annual General Meeting of Ansell Limited to be held at the RACV Club, Level 17, 501 Bourke Street, Melbourne, Victoria on Monday 17 October 2011 at 2.00pm and at any adjournment of that meeting, I/we being member/s of Ansell Limited hereby appoint

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the Chairman of the Meeting

OR



PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the person or body corporate named, or if no person or body corporate 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 directions set out below (or if no directions have been given, as the proxy sees fit).

The laws that apply to voting on resolutions relating to the remuneration of key management personnel (who are disclosed in the Remuneration Report - and includes the Directors and the Chairman of the Meeting) have changed. Certain categories of persons are now prohibited from voting on such resolutions. To ensure that your vote counts, please carefully consider the proxy appointment instructions set out below.

Note 1: If you are considering appointing the Chairman of the Meeting as your proxy, you should note that the Chairman of the Meeting is a member of the key management personnel. The Chairman of the Meeting can only exercise your proxy on Item 3 if you mark the box in the section below or if you direct him how to vote by marking the relevant box in Step 2.

Note 2: If you appoint a member of the key management personnel of Ansell Limited (other than the Chairman of the Meeting) or a closely related party of such a member as your proxy for Item 3, you must direct him/her how to vote in Step 2. These persons/entities are not permitted to vote undirected proxies on Item 3 and your votes will not be counted in calculating the required majority if a poll is called on that item.

Important for Item 3 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote for or against) or by marking the box below (in which case the Chairman of the Meeting will vote in favour of Item 3).

By marking the box below, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 3 (as set out below). If you do not mark this box, and you have not directed your proxy how to vote on Item 3, the Chairman of the Meeting cannot cast your votes on Item 3 and your votes will not be counted in computing the required majority if a poll is called on this item. The Chairman of the Meeting intends to vote all available proxies in favour of Item 3.

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I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 3 (except where I/we have indicated a different voting intention in Step 2 below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Item 3 is connected directly or indirectly with the remuneration of a member of key management personnel.

Items of Business  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.

ORDINARY BUSINESS

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Item	2a	Re-election of Director - Glenn L L Barnes
Item	2b	Re-election of Director - L Dale Crandall
Item	3	Adoption of the Remuneration Report (non-binding advisory vote)

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

SIGN 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	Date	/ /
Name	Telephone

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