ANSELL LIMITED — AGM Information 2012

Sep 20, 2012

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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

21 September 2012

Manager Companies Company Announcements Office Australian Securities Exchange Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

2012 Notice of Meeting

In accordance with Listing Rule 3.17, attached is a copy of the 2012 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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Innovating for Growth

Notice of Annual General Meeting 2012

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 22 October 2012 at 10.00am

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 using one of the methods below:

10. in person at the Registered Office – Ansell Limited: Level 3, 678 Victoria Street, Richmond, Victoria 3121

11. or the Share Registry

12. Computershare Investor Services Pty Ltd : Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067;

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

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

15. online at www.investorvote.com.au

16. online at www.intermediaryonline.com (for Intermediary Online subscribers only)

prior to 10.00am (AEDT) on Saturday, 20 October 2012.

1. 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 10.00am (AEDT) on Saturday, 20 October 2012.

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 2012.

2. Re-election and Election of Directors

To re-elect or elect the following Directors:

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

• (b) John A Bevan, who was appointed a Director on 1 August 2012 pursuant to Rule 33(a) of the Company’s Constitution, retires in accordance with Rule 33(b) of the Company’s Constitution and, being eligible, offers himself for election as a Director.

Each re-election or election will be voted on as a separate ordinary resolution.

3. Grant of Performance Share Rights to the Managing Director

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

“That approval be given for the grant of 259,080 Performance Share Rights to the Managing Director and Chief Executive Officer of the Company, Mr Magnus Nicolin, on the terms summarised in the Explanatory Notes to this Notice of Meeting.”

4. 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 2012.”

The Remuneration Report is set out on pages 53 to 67 of the Annual Report 2012.

Voting exclusion statement – resolutions 3 and 4

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on resolution 3 by Mr Nicolin or on his behalf by his associates. In addition, the Corporations Act provides that a member of the Company’s key management personnel (KMP) (as disclosed in the Remuneration Report), or a closely related party of such KMP, cannot cast a vote on resolution 3 (as a proxy) or resolution 4 (in any capacity). However, these restrictions will not apply where:

• (i) such a person casts a vote as a proxy for a person who is permitted to vote, in accordance with a direction on the proxy form; or

• (ii) the proxy is the Chairman and the appointment expressly authorises the Chairman to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of members of the key management personnel of the Company.

By order of the Board,

Craig M Cameron Company Secretary

Melbourne, 17 September 2012

ANSELL LIMITED NOTICE OF ANNuAL GENERAL MEETING 2012

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ExPLANATORy NOTES TO ShAREhOLDERS

Item 1 – Financial Report

In accordance with the Corporations Act, the Financial Report, Directors’ and Auditor’s Reports for the year ended 30 June 2012 will be put before the Annual General Meeting. These reports are contained within the Annual Report 2012.

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 2012 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 and Election of Directors

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

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John Bevan BCom

Marissa T Peterson B Sc (Mech), MBA (Harvard), Hon Doctorate (MGMT)

John Bevan was appointed to the Board as a Non-Executive Director in August 2012.

Marissa Peterson was appointed a Non-Executive Director in August 2006. She is the Chair of the Business Process Transformation Committee and a member of the Audit and Risk Committee.

Current Directorships: Executive Director of Alumina Limited

Mrs Peterson is a Director of Humana Inc. and Oclaro Inc.

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 and quality, logistics and distribution, customer advocacy and leadership development.

Mr Bevan is currently the Chief Executive Officer and Executive Director of Alumina Limited and brings to the Board extensive international business experience in developing markets. Prior to joining Alumina Limited in June 2008 he had a long career with the BOC Group Plc where he was a member of the Board of Directors, and held a variety of senior management positions in Australia, Korea, Thailand, Singapore and the uK.

Mrs Peterson is 50 and resides in the uSA.

Mr Bevan is 55 and resides in Australia.

Board recommendation

As part of its ongoing performance review process, the Board has formally considered the contribution of Mrs Peterson to the Board and its Committees. The Board unanimously supports her re-election as a Director and recommends that shareholders vote in favour of the resolution.

Mr Bevan, having only recently been appointed to the Board, has not participated in the Board review process. The Board exhaustively considered the skills, experience and qualifications of Mr Bevan when it conducted its search for a new director and believes Mr Bevan is an excellent candidate for election to the Board. Accordingly, the Board unanimously supports his election and recommends that shareholders vote in favour of the resolution.

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

ANSELL LIMITED Notice of ANNuAl GeNerAl MeetiNG 2012

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Item 3 – Grant of Performance Share Rights to the Managing Director

The Board has recently reviewed the Company’s long term incentive plan (LTIP). While the cash long term incentive scheme that has operated over the past few years has significantly simplified the regulatory and taxation issues associated with operating a global long term incentive scheme, it has not resulted in senior management building sizeable long term equity holdings in the Company.

Following a review by the Nomination, Remuneration and Evaluation Committee, the Board has decided that in order to more closely align senior executive ‘at risk’ remuneration with the creation of long term shareholder value, the new 2013 LTIP will operate by way of a grant of performance share rights (Rights) for the Managing Director and Chief Executive Officer and an equal proportion of cash and Rights for other members of the Executive Leadership Team and senior management with a grading designation of Vice President and above.

Accordingly shareholder approval is sought for the grant of Rights to the Managing Director and Chief Executive Officer, Mr Magnus Nicolin, under the LTIP in accordance with ASX Listing Rule 10.14.

Approval is also sought under section 200B of the Corporations Act to allow for the Board to determine pro rata vesting of the Rights in the event of cessation of Mr Nicolin’s employment in certain ‘good leaver’ circumstances (which would otherwise be deemed, and treated as, a termination benefit). The Board would not exercise this discretion should Mr Nicolin resign or be terminated for cause, in which event all unvested share Rights would immediately lapse.

ANSELL LimitEd Notice of ANNuAl GeNerAl MeetiNG 2012

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ExPLANATORy NOTES TO ShAREhOLDERS CONTINuED

An overview of the details of the proposed grant is set out below.

Number of performance	Subject to shareholder approval, Mr Nicolin will be granted 259,080 Rights. Each Right entitles
share rights	Mr Nicolin, upon vesting, to one fully paid ordinary share in the Company.
	The number of Rights granted was calculated by reference to the volume weighted average price
	of Ansell Limited shares on the ASX over a 90 day period to 10 August 2012. This number was
	determined based on Mr Nicolin’s maximum long term incentive opportunity. With the assistance of
	Aon Hewitt, the Nomination, Remuneration and Evaluation Committee recently reviewed Mr Nicolin’s
	remuneration structure. As Mr Nicolin is located in the Company’s operational headquarters in the
	united States it was considered appropriate that his remuneration structure should be benchmarked
	against comparable uS remuneration arrangements. As a result of the review the Board (excluding
	Mr Nicolin) determined that to maintain a market competitive remuneration structure it was
	necessary to change the ‘at risk’ components of Mr Nicolin’s remuneration structure to align
	with current uS remuneration arrangements and therefore Mr Nicolin’s target long term
	incentive component of his remuneration structure was increased to 200% of his base salary.
Date of grant of	If shareholder approval is obtained, the Rights will be granted to Mr Nicolin shortly after the meeting,
performance share rights	but in any event no later than (12 months) after the meeting.
Performance conditions	The LTIP includes both a ‘gateway’ condition, which must be satisfed before any Rights may vest,
	and a ‘performance’ condition, which will determine the level of vesting of the Rights.
	The ‘gateway’ condition is that Ansell’s return on equity (ROE) over the year to 30 June 2015 must
	be at least 1.5 times the Company’s Weighted Average Cost of Capital (WACC).
	The ‘performance’ condition is based on growth in the Company’s earnings per share (EPS) over the
	3 year performance period. The target EPS growth rate is 8% per annum compound and the stretch
	EPS growth rate is 12% per annum compound. A threshold hurdle has also been introduced based
	on an EPS growth rate of 7% per annum compound. Vesting of 25% of the Rights commences at
	the threshold hurdle. Vesting of the rights then continues on a straight line basis with 100% of the
	Rights vesting at or above achievement of the stretch hurdle. If either the ‘gateway’ condition
	or the threshold hurdle of the performance condition are not satisfed, the Rights will lapse.
Price payable on grant
or vesting	No amount will be payable in respect of the grant or upon vesting of the Rights.
Trading restrictions	Shares allocated on vesting of Rights will not be subject to additional trading restrictions (aside from
	complying with the Company’s Share Trading Policy).
Cessation of employment	In general, should Mr Nicolin cease employment before the Rights vest as a result of his resignation
	or termination in circumstances the Board determines as related to his performance, the Rights will lapse.
	In limited circumstances, including death, disability or termination by the Company for convenience,
	the Board may vest the Rights on a pro rata basis having regard to that part of the performance
	period elapsed at the time of ceasing employment and the performance of the Company against
	the performance condition for that year.
Other information	Mr Nicolin is the only Director of the Company entitled to participate in the LTIP. No securities have
(including for the purposes	previously been issued under this new LTIP.
of section 200E of the
Corporations Act)	The value of any of the Rights that may vest on ceasing employment cannot currently be ascertained. The circumstances which will afect the calculation of this value include the fraction of the performance
	period that has elapsed at the time employment ceases (as the number of Rights to vest is determined
	with reference to the elapsed part of the performance period at that time) and performance against the
	performance condition at the time employment ceases.

ANSELL LIMITED Notice of ANNuAl GeNerAl MeetiNG 2012

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The Board believes that an equity based long term incentive, in the form of performance share rights over Ansell shares, is an important component of executive remuneration to ensure an appropriate part of reward is linked to generating long term returns for shareholders. The approval being sought from shareholders relates to the fact that Ansell has elected to provide the long term incentive in the form of equity rather than as cash. If shareholders do not approve the grant of Rights as a long term incentive for the Managing Director, there are issues associated with the competitiveness of his total remuneration package, alignment of rewards with other senior executives and Ansell’s contractual obligations to our Managing Director. In these circumstances, the Board would provide Mr Nicolin with an equivalent long term cash incentive subject to the same performance conditions and performance period as described above.

Board recommendation

The Board, other than Mr Nicolin, unanimously recommends that shareholders vote in favour of this resolution.

Item 4 – Remuneration Report (Non-binding Advisory Vote)

Shareholders are asked to adopt the Company’s Remuneration Report for the year ended 30 June 2012. The Remuneration Report is set out on pages 53 to 67 of the Annual Report 2012.

Ansell’s remuneration strategy is designed to provide a link between the achievement of the key objectives of the Company’s corporate strategy and executive reward. It is designed to reward, motivate and retain the Company’s executive team, 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 vote on resolution 4 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.

Further 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 2013 Notice of AGM as required by the Corporations Act.

Board recommendation

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

ANSELL LimitEd Notice of ANNuAl GeNerAl MeetiNG 2012

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Ansell Limited

Annual General Meeting RACV Club, Level 17, 501 Bourke Street Melbourne Victoria on Monday 22 October 2012 at 10.00am.

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

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ANSELL LIMITED ABN 89 004 085 330

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

Lodge your vote: 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, Victoria, 3001 Registered Office - Ansell Limited Level 3, 678 Victoria Street Richmond, Victoria 3121 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 - 2012 Annual General Meeting

 For your vote to be effective it must be received by 10:00am (AEDT) Saturday 20 October 2012

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).

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.



Vote online or view the 2012 Annual Report and Notice of Meeting, 24 hours a day, 7 days a week:

www.investorvote.com.au

Cast your proxy vote

Access the annual report Review and update your securityholding

Your secure access information is: Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999  PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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



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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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

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 22 October 2012 at 10:00am (AEDT) and at any adjournment of that meeting, I/we being a 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 individual or body corporate named, or if no individual 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 following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit).

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 3 and 4 (except where I/we have indicated a different voting intention below) even though Items 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 3 and 4 by marking the appropriate box in step 2 below.

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

Item 2a Re-election of Director - Marissa T Peterson Item 2b Election of Director - John A Bevan Item 3 Grant of Performance Share Rights to the Managing Director Item 4 Adoption of the Remuneration Report (non-binding advisory vote)

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

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SIGN
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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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