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CSL Ltd. — AGM Information 2019
Sep 5, 2019
17854_rns_2019-09-05_f6ed07d3-f56e-491e-a79e-f81bf2d1cfd5.pdf
AGM Information
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CSL Limited Notice of 2019 Annual General Meeting
Contents
| Contents | |
|---|---|
| Items of Business | 3 |
| Explanatory Notes | 5 |
| Voting and Participation | 13 |
Invitation from the Chairman
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Dear Fellow Shareholder,
I am pleased to invite you to the 2019 Annual General Meeting ( AGM ) of CSL Limited ( CSL ).
Our AGM will be held on Wednesday, 16 October 2019 at The Westin Sydney, starting at 1 p.m. Sydney time. Please find a map of the venue and transport details on page 16.
Shortly after opening the AGM, I will address the meeting and then our Chief Executive Officer will review CSL’s operations and performance over the year to 30 June 2019. We will then move through the items of business set out in the Notice of Meeting.
The AGM is an important part of CSL’s overall approach to governance and shareholder engagement. You will have the opportunity to speak with your Directors and leaders, ask questions about the management and operations of your company and vote on the items of business. As with our approach in previous years, we welcome shareholders to submit written questions ahead of the AGM.
If you are unable to attend the meeting, I encourage you to appoint a proxy to attend and vote on your behalf. You can do this online, via the share registry’s website at www.investorvote.com.au or using the enclosed proxy form (which may be returned in the envelope provided). A live webcast of the AGM will be available at CSL.com.
Board Renewal
Dr Tadataka “Tachi” Yamada KBE, who was appointed to the Board in September 2016 and is a member of the Innovation and Development Committee, has decided to retire from the Board at the end of the 2019 AGM. Tachi has been a highly respected and trusted member of the Board and a valued member of the Innovation and Development Committee. I would like to thank Tachi for his valuable contribution to CSL over the years and wish him well for the future.
We have underway a targeted search for a Non-executive Director with experience in the bio pharmaceutical industry and R&D/ Product Development. We expect to make an appointment in due course.
Ms Marie McDonald and Dr Megan Clark AC are seeking re-election to the Board of CSL.
CSL Limited Notice of Meeting 2019 1
Invitation from the Chairman continued
Marie joined the Board in August 2013 and continues to make valuable contributions to the Board and Committees drawing on her extensive financial markets, risk management and change management expertise.
Megan joined the Board in February 2016 and brings a broad strategic perspective and global experience to her role on the Board, as Chair of the Human Resources and Remuneration Committee and as a member of the Corporate Governance and Nomination Committee and Innovation and Development Committee.
The Board recommends the re-election of these directors.
Board Recommendation
The Board recommends that you vote in favour of Items 2 to 4(b).
Thank you for your continued support of CSL. I hope that you can join us at the AGM and I look forward to meeting as many shareholders as possible on the day.
Yours sincerely,
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Dr Brian McNamee AO Chairman
2 CSL Limited Notice of Meeting 2019
Notice of Annual General Meeting
NOTICE IS GIVEN that the 2019 Annual General Meeting (AGM) of CSL Limited (ABN 99 051 588 348) will be held at The Westin Sydney, Grand Ballroom, located at 1 Martin Place, Sydney, New South Wales, on Wednesday, 16 October 2019 at 1 p.m. (Sydney time).
New city and venue
Items of Business
1. Financial Statements and Reports
To receive and consider the Financial Statements and the reports of the Directors and Auditors for the year ended 30 June 2019.
2. Re-election of Directors
To consider and, if thought fit, to pass the following resolutions each as an ordinary resolution:
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(a) That Ms Marie McDonald, who retires as a Director in accordance with CSL’s Constitution and, being eligible, be re-elected.
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(b) That Dr Megan Clark AC, who retires as a Director in accordance with CSL’s Constitution and, being eligible, be re-elected.
3. Adoption of the Remuneration Report
To consider and, if thought fit, to pass the following as an ordinary resolution:
That the Remuneration Report for the year end 30 June 2019 as set out in Section 11 of the Annual Report be adopted.
Voting exclusion applicable to Item 3
CSL will disregard any votes cast on Item 3:
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by or on behalf of a person who is a member of CSL’s Key Management Personnel ( KMP ) named in the Remuneration Report for the year ended 30 June 2019, and their closely related parties (regardless of the capacity in which the vote is cast); or
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as proxy by a person who is a member of the KMP on the date of the AGM and their closely related parties.
However, votes will not be disregarded if they are cast as proxy for a person entitled to vote:
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in accordance with the directions on the proxy form; or
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by the person chairing the meeting in accordance with an express authorisation in the proxy form to exercise the proxy even though Item 3 is connected with the remuneration of CSL’s KMP.
CSL Limited Notice of Meeting 2019 3
Notice of Annual General Meeting continued
4. Approval of a Grant of Performance Share Units to Executive Directors
To consider and, if thought fit, to pass the following resolutions each as an ordinary resolution:
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(a) That approval be given for the grant of Performance Share Units to the Chief Executive Officer and Managing Director, Mr Paul Perreault, as his annual long term incentive for the year ended 30 June 2020 as set out in the Explanatory Notes to this Notice of Meeting.
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(b) That approval be given to grant Performance Share Units to the Chief Scientific Officer, Professor Andrew Cuthbertson AO, as his annual long term incentive for the year ended 30 June 2020 as set out in the Explanatory Notes to this Notice of Meeting.
Voting exclusion applicable to Items 4(a) and 4(b)
CSL will disregard any votes on Items 4(a) and 4(b):
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cast in favour of the item by or on behalf of Mr Perreault, Professor Cuthbertson AO or any of their associates (regardless of the capacity in which the vote is cast); and
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cast as proxy by a person who is a member of the KMP on the date of the AGM or their closely related parties.
However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on the Item:
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in accordance with the directions on the proxy form; or
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by the person chairing the meeting in accordance with an express authorisation in the proxy form to exercise the proxy even though Items 4(a) and (b) are connected with the remuneration of CSL’s KMP.
4 CSL Limited Notice of Meeting 2019
Explanatory Notes
The Explanatory Notes that follow form part of the Notice of Meeting and provide important information regarding the items of business to be considered at the AGM.
Item 1
Financial Statements and Reports
The laws in Australia require Directors to lay before the AGM the financial report (or statements) and the report of the Directors and the Auditor for the year.
This item does not require a formal resolution to be put to the Meeting. However, shareholders will be given reasonable opportunity to ask questions about, or make comments on, the Reports and the management of CSL.
Shareholders can access a copy of the annual report at CSL.com.
Items 2(a) and 2(b)
Re-election of Directors
In accordance with Rule 67(a) of CSL’s Constitution, Ms Marie McDonald and Dr Megan Clark AC will retire at the AGM, and being eligible, submit themselves for re-election.
The Board reviews the performance of the Directors seeking re-election at the AGM with the assistance from the Corporate Governance and Nomination Committee. As part of its review, the Corporate Governance and Nomination Committee considers the skills, knowledge, experience, nationality and gender represented on the Board.
Based on the reviews, the Board considers that Ms Marie McDonald and Dr Megan Clark AC continue to make valuable contributions to the Board and that the Board, as a whole, has an appropriate mix of skills, backgrounds, knowledge, experience and diversity to discharge its responsibilities and support CSL’s culture.
CSL Limited Notice of Meeting 2019 5
Explanatory Notes continued
Items 2(a) and 2(b) Re-election of Directors
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Marie McDonald BSc (Hons), LLB (Hons)
Ms McDonald has been a Director of CSL since August 2013, and is a member of the Audit and Risk Management Committee and the Human Resources and Remuneration Committee.
Ms McDonald is a former lawyer with over 30 years’ experience in the legal sector. She was previously the Chair of the Corporations Committee of the Business Law section of the Law Council of Australia and a former member of the Australian Takeovers Panel. Ms McDonald has extensive financial markets, risk management and change management expertise.
Ms McDonald is currently a director of Nanosonics Limited, Nufarm Limited and the Walter and Eliza Hall Institute of Medical Research.
The Board has determined that Ms McDonald is an independent Director.
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Dr Megan Clark AC BSc (Hons), PhD
Dr Clark has been a Director of CSL since February 2016, and is the Chair of the Human Resources and Remuneration Committee and a member of the Corporate Governance and Nomination Committee and a member of the Innovation and Development Committee.
Dr Clark was the Chief Executive of the Commonwealth Scientific and Industrial Research Organisation (CSIRO) from 2009 until November 2014. Prior to joining CSIRO, she was a Director at NM Rothschild and Sons (Australia) and held senior positions at BHP, including Vice President Technology and Vice President Health, Safety and Environment. Through these positions, Dr Clark brings a broad strategic perspective and global experience, with proven health, safety and environment and technology performance.
Dr Clark is currently a director of Rio Tinto and Care Australia, and a Member of the Australian advisory board of the Bank of America Merrill Lynch.
Recommendation
The Board (with Ms McDonald abstaining) recommends that shareholders vote in favour of the re-election of Ms McDonald as a Director of CSL.
The Board has determined that Dr Clark is an independent Director.
Recommendation
The Board (with Dr Clark abstaining) recommends that shareholders vote in favour of the re-election of Dr Clark as a Director of CSL.
6 CSL Limited Notice of Meeting 2019
Retiring Directors
Dr Tadataka “Tachi” Yamada KBE will be retiring from the Board at the conclusion of this year’s AGM, and will not be seeking re-election.
Item 3
Adoption of the Remuneration Report
Shareholders will have a reasonable opportunity at the meeting to ask questions about or make comments on the Remuneration Report. The Remuneration Report is contained in the 2018/19 Annual Report, and starts on page 58. You can obtain a copy of the 2018/19 Annual Report on CSL.com or by contacting CSL’s share registrar, Computershare.
Item 3 is required under Australian law and the vote on the adoption of the Remuneration Report is an advisory vote only and does not bind the Directors or CSL. However, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies of the company for future years.
The Remuneration Report includes:
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−an explanation of CSL’s policies in relation to the nature and amount of the remuneration of the KMP;
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−a description of the relationship between such policies and CSL’s performance; and
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−remuneration details for KMP and any associated performance conditions for the period ended 30 June 2019.
The Board recommends that shareholders vote in favour of adopting the Remuneration Report for the financial year ended 30 June 2019.
Items 4(a) and 4(b)
Approval of a Grant of Performance Share Units to Executive Directors
Under the Australian Securities Exchange ( ASX ) Listing Rules, shareholder approval is required for an issue of CSL securities to Directors. It is proposed that Mr Paul Perreault, an Executive Director of CSL and the Chief Executive Officer and Managing Director, and Professor Andrew Cuthbertson AO, an Executive Director of CSL and Chief Scientific Officer, be granted Performance Share Units ( PSUs ) as their long-term incentive for the year ended 30 June 2020. The Board believes it is in shareholders’ interests to provide Mr Perreault and Professor Cuthbertson with an equity based incentive to ensure there is alignment between satisfactory returns for shareholders and each Executive Director’s reward.
If approved by shareholders, the awards will be made under the CSL Limited Executive Performance and Alignment Plan (the EPA Plan , which is operated under the CSL Limited Performance Rights Plan), and PSUs will be granted within twelve months of the AGM.
Each PSU granted under the EPA Plan is a conditional right to one fully paid ordinary share in CSL, subject to meeting the applicable service and performance conditions, including the Return on Invested Capital performance measure described below.
If not approved by shareholders, then the Board will provide to Mr Perreault and Professor Cuthbertson an equivalent cash amount, subject to performance, service and other conditions.
CSL Limited Notice of Meeting 2019 7
Explanatory Notes continued
Grant of PSUs to Mr Paul Perreault – Item 4(a)
The key terms of the 2020 grant of PSUs to Mr Perreault are set out below.
| Grant Value | The grant value, or target opportunity, of Mr Perreault’s long term |
|---|---|
| incentive is equivalent to 400% of Mr Perreault’s base salary of | |
| US$1,751,000 as at 1 September 2019, being US$7,004,000. | |
| The grant value is converted to Australian dollars using the | |
| RBA closing exchange rate on 30 August 2019 (being A$0.6718). | |
| For 2020, the grant value in Australian dollars is A$10,425,722. | |
| Number of PSUs | The number of PSUs to be granted to Mr Perreault is 44,306, |
| to be granted | being the above grant value in A$ divided by the Market Price. |
| The Market Price is the fve day volume weighted average price | |
| at which Shares were traded on the ASX up to and including | |
| 30 August 2019, being A$235.31. | |
| The PSUs are divided into four equal tranches, with each tranche of | |
| PSUs to be tested on a separate testing date (see the ‘Performance | |
| Hurdle and Vesting’ section below). The number of PSUs in each | |
| tranche is as follows: | |
| −Tranche 1 – 11,077; | |
| −Tranche 2 – 11,077; | |
| −Tranche 3 – 11,077; and | |
| −Tranche 4 – 11,075. |
8 CSL Limited Notice of Meeting 2019
Grant of PSUs to Professor Andrew Cuthbertson AO – Item 4(b)
The key terms of the 2020 grant of PSUs to Professor Cuthbertson are set out below.
| Grant Value | The grant value, or target opportunity, of Professor Cuthbertson’s |
|---|---|
| long term incentive is equivalent to 200% of Professor Cuthbertson’s | |
| base salary of A$1,008,483 as at 1 September 2019, being A$2,016,966. | |
| Number of PSUs | The number of PSUs to be granted to Professor Cuthbertson is 8,571 |
| to be granted | being the above grant value divided by the Market Price. |
| The Market Price is the fve day volume weighted average price | |
| at which Shares were traded on the ASX up to and including | |
| 30 August 2019, being A$235.31. | |
| The PSUs are divided into four equal tranches, with each tranche of | |
| PSUs to be tested on a separate testing date (see the ‘Performance | |
| Hurdle and Vesting’ section below). The number of PSUs in each | |
| tranche is as follows: | |
| Tranche 1 – 2,143; | |
| Tranche 2 – 2,143; | |
| Tranche 3 – 2,143; and | |
| Tranche 4 – 2,142. |
Terms applying to Items 4(a) and 4(b)
The terms set out below apply to the proposed grant of PSUs to Mr Perreault and Professor Cuthbertson.
| Performance | At each test date, the tranche of PSUs that is eligible to be tested |
|---|---|
| Measure | for vesting will be subject to a seven year rolling average |
| ‘Return on Invested Capital’ (ROIC) performance measure, where: |
(Reported EBIT x (1 – Effective Tax Rate)) ROIC = (Average Equity + Average Net Debt)
CSL Limited Notice of Meeting 2019 9
Explanatory Notes continued
Performance The Board has determined the ROIC hurdle based on past, current Hurdle and and expected future ROIC performance over the relevant performance Vesting period and, peer group historical performance. A review against market consensus was also undertaken to ensure the target set is in alignment with expected outcomes and appropriate vesting occurs. In 2020, the Board has introduced an annual threshold of ROIC performance that must be achieved before vesting can occur – the measure is the Investment Hurdle Rate (IHR). The IHR is the minimum return we require on our investments to ensure we are making sound investment decisions and appropriately manage risk and cover our cost of capital. This has been added as a provision of the LTI target to ensure that the ROIC is delivering an appropriate return each financial year as well as over the seven year rolling average period and aligns with shareholder outcomes and expectations. Provided ROIC in any one year is above the IHR, vesting will occur on achievement of target level performance, with partial vesting on achievement of threshold performance:
| Performance Level | Hurdles | Outcome |
|---|---|---|
| Below threshold | ROIC less | 0% vesting |
| than 22.0% | ||
| Threshold | ROIC of 22.0% (calculated to | 50% vesting on achievement |
| one decimal point) | of threshold level | |
| performance | ||
| Between threshold and | ROIC of between 22.0% and | Vesting on a straightline |
| target | 25.0% (calculated to one | basis between 50% |
| decimal point) | and 100%. | |
| Target | ROIC of 25.0% (calculated to | 100% vesting |
| one decimal point) | ||
| Above target | ROIC above 25.0% | Outcome capped at 100% – |
| cannot exceed target |
10 CSL Limited Notice of Meeting 2019
| If ROIC is below the IHR in any one year, no vesting will occur | |
|---|---|
| in that year. | |
| Performance will be measured on the vesting date for each tranche | |
| as follows based on a seven year average of ROIC at the vesting date: | |
| −Tranche 1 vesting date – 1 September 2020; | |
| −Tranche 2 vesting date – 1 September 2021; | |
| −Tranche 3 vesting date – 1 September 2022; and | |
| −Tranche 4 vesting date – 1 September 2023. | |
| For example, for Tranche 1 the ROIC will be calculated as the average of the annual ROIC for each of the fnancial years ending 30 June |
|
| 2014, 2015, 2016, 2017, 2018, 2019 and 2020. The Board considers that | |
| testing performance on an annual basis recognises the importance | |
| of sustained longer-term performance. | |
| Any PSUs which do not vest following testing of the performance | |
| hurdle at each Tranche’s vesting date will lapse. There will be | |
| no retesting of performance hurdles in that Tranche. | |
| Cessation of | If the Executive Director ceases employment with CSL before the |
| Employment | PSUs vest then unless the Board determines otherwise all unvested |
| PSUs will lapse. | |
| However, if the Executive Director ceases employment by retirement, | |
| redundancy, death, total or permanent disability or another ‘Good | |
| Leaver’ reason as determined by the Board in its absolute discretion | |
| then, unless the Board determines otherwise, the Executive Director | |
| will retain a pro-rated number of PSUs based on the period elapsed | |
| from the issue date to the date of cessation. Such PSUs will remain | |
| on foot subject to the original terms and conditions of the awards | |
| including award Vesting Date. | |
| To the extent permitted by law, the Board may elect to settle any PSUs | |
| vesting by way of a cash payment (rather than ordinary shares). | |
| Clawback and | The terms of the awards will be subject to the Company’s Clawback |
| Malus | and Malus Policy. |
| This Policy enables the clawback or adjustment of any incentive | |
| awards which vest (or may vest), including any gain realised from | |
| the disposal of the underlying shares, as a result of a material misstatement or omission in the fnancial statements or otherwise |
|
| as a result of fraud, dishonesty or serious and wilful misconduct. | |
| Change of Control | In the event of a change of control of the Company, unless otherwise |
| determined by the Board, a pro-rated number of PSUs granted, | |
| based on the time elapsed since the issue date,will be tested against | |
| the performance measures and will vest based on the extent to | |
| which the performance measures have been met. |
CSL Limited Notice of Meeting 2019 11
Explanatory Notes continued
Other information As the PSUs will form part of Mr Perreault’s and Professor Cuthbertson’s remuneration for 2020, they will be granted at no cost and there will be no amount payable by Mr Perreault and Professor Cuthbertson on vesting of the PSUs. Shares allocated on vesting of the PSUs will not be subject to any additional restrictions on trading (subject to CSL’s Securities Dealing Policy).
There is no loan scheme in relation to the PSUs or the shares allocated on vesting of the PSUs. Mr Perreault and Professor Cuthbertson are prohibited from dealing in PSUs and hedging the share price exposure in respect of PSUs. Mr Perreault and Professor Cuthbertson are the only Directors who are eligible to participate in, and receive PSUs under, the EPA Plan. Since the last shareholder approval at the 2018 Annual General Meeting, 37,449 PSUs were issued (at no cost) to Mr Perreault as his 2019 long-term incentive. These are the only PSUs that have been granted to a Director under the EPA Plan since last shareholder approval was received.
Further details of Mr Perreault’s and Professor Cuthbertson’s remuneration package, including fixed and short term incentive payments, and the long term incentive plan framework, are set out in the Remuneration Report on pages 58 to 87 of the 2018/19 Annual Report.
If shareholder approval is given for the issue of securities under ASX Listing Rule 10.14, approval is not required under ASX Listing Rule 7.1.
Recommendation
The Board (with Mr Perreault and Professor Cuthbertson abstaining) recommends that the shareholders vote in favour of granting Performance Share Units to the Executive Director’s, Mr Perreault and Professor Cuthbertson AO.
By order of the Board
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Fiona Mead Company Secretary 6 September 2019
12 CSL Limited Notice of Meeting 2019
Voting and Participation
Am I entitled to vote at the AGM?
To vote at the AGM you must be a registered holder of CSL shares as at 7 p.m. (Sydney time) on Monday, 14 October 2019. The number of shares you hold at that time determines your voting entitlement.
Restrictions apply on the eligibility of certain people to vote on particular items of business. CSL has set out the applicable voting exclusions for the relevant item of business immediately after the proposed resolution in this Notice of Meeting.
How do I register my attendance on the day of the AGM?
You must register to vote at the AGM. The registration desk will be open from 12 p.m. Sydney time and we ask that you arrive at least 30 minutes before the meeting commences to allow enough time to complete registration. To make the registration process quicker, please bring your proxy form to the meeting so we can scan the personalised barcode to register your attendance.
I have a power of attorney from a shareholder – how do I vote?
Please bring to the meeting an original or certified copy of the power of attorney under which you are authorised to attend and vote at the meeting, unless you or the shareholder have previously lodged this paperwork with CSL’s Share Registry.
I am a corporate shareholder – how can I attend and vote?
A body corporate that is a shareholder may appoint an individual to act as its representative at the AGM. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it has been signed, unless it has previously been given to the CSL or CSL’s Share Registry.
I am a representative of a corporate shareholder – how can I attend and vote?
Please bring to the meeting the evidence as required under the Corporations Act of your appointment, including any authority under which it is signed, unless you or the shareholder have previously lodged this paperwork with CSL or CSL’s Share Registry.
I am entitled to vote but I can’t attend the meeting – what should I do?
If you are entitled to vote and cannot attend, you are encouraged to appoint a proxy to attend and vote on your behalf. The proxy need not be a shareholder of CSL, and may be an individual or a body corporate.
A proxy form accompanies this Notice of Meeting. You can obtain additional proxy forms from the Register. You (or your attorney) must sign the proxy form. If you are a corporation, your proxy form must be executed in accordance with the Corporations Act.
More details are set out below to assist you with setting up your proxy vote properly.
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−If you are entitled to attend and cast two or more votes, you may appoint up to two proxies.
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−Each proxy will have the right to vote on a poll and to speak at the meeting.
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−Where two proxies are appointed, you may specify the proportion or number of votes that each proxy may exercise. If you appoint two proxies and do not specify the proportion, each proxy may exercise half your votes. Fractions of votes are disregarded. Where two proxies are appointed, neither may vote on a show of hands.
CSL Limited Notice of Meeting 2019 13
Voting and Participation continued
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−If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form. If you do not direct a proxy on how to vote on an item of business, or should any resolution other than those specified in this Notice of Meeting be proposed at the meeting, your proxy may vote or abstain from voting on that resolution as they see fit (subject to any applicable voting exclusions restrictions).
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−If you instruct your proxy to abstain from voting on an item of business, they are directed to not vote on a poll and the shares, subject of the proxy appointment, are not counted in calculating the required majority.
If you return your proxy form with a direction on how to vote but do not nominate the identity of your proxy, then CSL will deem the Chairman of the meeting as your proxy to vote on your behalf.
If you return your proxy form with a direction on how to vote and your nominated proxy does not attend the meeting, or does not vote on the resolution in accordance with your directions, the Chairman will act in place of your nominated proxy and vote in accordance with your instructions.
What if my proxy is a KMP of CSL or a closely related party of the KMP?
You can appoint a member of CSL’s KMP (which includes each of the Directors, the CFO and the Executive KMP) and their closely related parties (such as close family members and any controlled companies) to vote as your proxy. However, unless the Chairman of the meeting is your proxy, members of CSL’s KMP and their closely related parties will not be able to vote as proxy on Items 3, 4(a) and 4(b) unless you direct them on how to vote by marking the voting boxes on the proxy form for those items. Similarly, Mr Perreault and Professor Cuthbertson and their associates will not be able to vote your proxy in favour of items 4(b) and 4(c) unless you direct them how the vote.
Can I appoint the Chairman of the meeting as my proxy?
Yes, you can appoint the Chairman of the meeting as your proxy.
If you appoint the Chairman of the meeting as your proxy, or the Chairman of the meeting is appointed as your proxy by default, and you do not mark the voting boxes on the proxy form for Items 3, 4(a) and 4(b), by completing and returning the proxy form you are expressly authorising the Chairman of the meeting to exercise your proxy in relation to these resolutions even though they are connected with the remuneration of CSL’s KMP.
The Chairman of the meeting intends to vote all available proxies in favour of each item of business.
14 CSL Limited Notice of Meeting 2019
When and how do I have to submit my proxy appointment?
Proxies must be lodged by 1 p.m. Sydney time on Monday, 14 October 2019. Proxies lodged after this time are invalid.
If your power of attorney has signed your proxy form, a certified copy of the power of attorney, or the power itself, must be received by CSL or the Share Registrar by 1 p.m. Sydney time on Monday, 14 October 2019.
Proxy forms (and any associated power of attorney) must be lodged in one of the following ways:
Online www.investorvote.com.au Facsimile (in Australia) 1800 783 447 (outside Australia) +61 3 9473 2555 Hand delivery CSL Share Registrar Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street Abbotsford, Victoria 3067 Mail CSL Share Registrar Computershare Investor Services Pty Limited GPO Box 242 Melbourne, Victoria 3001
Intermediary www.intermediaryonline.com. Custodians only
Can I ask questions at the meeting?
You will have the opportunity to ask questions at the meeting (including the opportunity to ask questions of the auditor). So that we can hear from as many shareholders as possible, we ask that you keep your questions short and clear, and you do not ask more than two questions initially. If time permits, anyone wishing to speak more than once will be given a subsequent opportunity.
You can also submit written questions relating to CSL and the business of the AGM in advance by returning the accompanying question form (also available on CSL.com). Shareholders may also submit questions to CSL’s auditors on the content of the auditor’s report or the conduct of its audit of CSL’s Financial Report for the year ended 30 June 2019. Such questions must be received by no later than 5 p.m. on Wednesday, 9 October 2019. Please send written questions to [email protected].
The Chairman of the meeting will endeavour address the more frequently raised themes during the course of the meeting. Please note that individual responses will not be sent to shareholders.
CSL Limited Notice of Meeting 2019 15
Getting there
The Westin Sydney, Grand Ballroom, 1 Martin Place, Sydney, NSW Wednesday, 16 October 2019 at 1 p.m.
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Millers
Point
Barangaroo The Rocks
Circular
Quay
Wynyard
Station
The Westin Sydney
1 Martin Place
Martin Place
Darling Station
Harbour
Pyrmont
Cockle Hyde
Bay Town Hall Park
Station
Woolloomooloo
Bridge St
Harris St Exit
Liverpool St
Park St
Phillip St
College St
Sussex St
York St
Macquarie St
Clarence St
Barangaroo Ave
Pitt St
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16 CSL Limited Notice of Meeting 2019
Transport options
Train
Martin Place Railway Station is the closest train station (approximately 220 metres from The Westin Sydney). Other nearby stations include Wynyard (approximately 300 metres via George Street) and Town Hall (approximately 750 metres).
Bus
Bus stops are within close proximity of The Westin Sydney, stopping along York, Castlereagh and Elizabeth Streets.
Ferry
Circular Quay is the closest ferry station (approximately 1 km) to The Westin Sydney.
Car
Venue parking is managed by Secure Parking and accessed via 159 Pitt Street, Sydney. For parking rates and further information visit www.secureparking.com.au or call 1300 727 483.
For more information on planning your trip, you can call 131 500 or visit www.transportnsw.info
Accessing information on CSL
CSL produces a range of publications that can be viewed or downloaded at CSL.com. You can elect to receive a paper copy of the Annual Report through the Share Registrar.
Find out more CSL.com
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CSL Limited Notice of Meeting 2019 17
CSL.com