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CSL Ltd. — AGM Information 2025
Sep 16, 2025
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AGM Information
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17 September, 2025 Melbourne, Australia
CSL Notice of Annual General Meeting
CSL Limited (ASX:CSL; USOTC:CSLLY)
The CSL Board of Directors is pleased to release the Notice of Meeting for CSL’s 2025 Annual General Meeting, to be held at the RACV Club, level 17, 501 Bourke Street, Melbourne, on Tuesday 28 October 2025 at 10am (AEDT). The shareholder pack, including the proxy form for the meeting, is attached.
Authorised for lodgement by:
Fiona Mead Company Secretary
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Investor Relations
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Media Relations
Chris Cooper
Head, Investor Relations CSL Limited P: +61 455 022 740 E: [email protected]
Brett Foley
Communications CSL Limited P: +61 461 464 708 E: [email protected]
CSL Limited | ABN 99 051 588 348 | 655 Elizabeth Street, Melbourne VIC 3000
Page | 1
ASX Announcement
Notice of Meeting 2025
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Driven by Our Promise
DEE’S STORY
Dee, a retired police officer, lives boldly with Alpha-1 antitrypsin deficiency, a rare genetic condition.
A fierce advocate and adventurer, she conquered Mount Rainier and has cycled across Cape Cod to raise awareness of Alpha-1. Her grit, humour, and love for the Alpha-1 community inspire others to push limits, stay active, and embrace every challenge with heart and determination.
NOTICE OF MEETING 2025
Notice is given that the 2025 Annual General Meeting (AGM) of CSL Limited (ABN 99 051 588 348) will be held on Tuesday, 28 October 2025 at 10 a.m. (Melbourne time).
Shareholders may attend in person at the RACV City Club, Level 17, 501 Bourke Street, Melbourne 3000 or participate online at - - - https://meetings.lumiconnect.com/300 052 251 591
OUR VALUES
CONTENTS
Our Values, as shown on the right, are fundamental to our success – helping us to save lives, protect the health of people and earn our reputation as a trusted and reliable global leader.
Patient Focus
Make people and patients your passion
Integrity Walk your talk
| Items of Business Explanatory Notes |
4 8 |
|
|---|---|---|
| Important Information on | ||
| Voting and Participation | 20 |
Innovation
Reach for the unreachable
Superior Performance
Make yourself proud
Collaboration
Adventure together
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Our
Impact Delivering enduring patient impact around the world
2025
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CSL is delivering enduring patient impact around the world
- READ MORE IN OUR IMPACT REPORT 2025
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1
Invitation from the Chair
On behalf of your Board of Directors, I am pleased to invite you to the 2025 Annual General Meeting (AGM) of CSL Limited (CSL or the Company).
CSL’s AGM will be held on Tuesday, 28 October 2025 at the RACV City Club, Level 17, 501 Bourke St, Melbourne 3000, starting at 10 a.m. (Melbourne time).
This meeting will be held in a hybrid format (in person and online) meaning shareholders have the option to join the meeting either at the venue or virtually. Further details about attending the meeting are set out in this notice on page 20.
Shortly after opening the AGM, I will address the meeting and then our Chief Executive Officer, Dr Paul McKenzie will review CSL’s operations and performance over the year to 30 June 2025. More information about our financial and operational performance are included in our Annual Report which can be found on our website CSL.com.
We will then move through the items of business set out in this Notice of Meeting, and shareholders as a whole will have an opportunity to ask questions and make comments about the management and operations of the Company.
The AGM is an important opportunity to hear from our shareholders. We encourage shareholders to submit their written questions well in advance of the AGM by logging into www.investorvote.com.au and submitting questions no later than 5 p.m. (Melbourne time) Tuesday, 21 October 2025.
We will endeavour to answer as many of the frequently asked questions as practicable during the meeting.
At last year’s Annual General Meeting, CSL received a ‘first strike’ on its Remuneration Report. While this was disappointing, the Board has taken this feedback very seriously and has consulted broadly with shareholders and other stakeholders to understand the concerns that led to the first strike. Our response to the first strike and the changes implemented to CSL’s remuneration structure are set out in our 2025 Remuneration Report at page 61 of the Company’s Annual Report.
In the event we receive a ‘second strike’ at this year’s AGM on the Remuneration Report, a resolution to spill the Board will be put to shareholders. If the conditional resolution is put to the AGM, the Board unanimously recommends that shareholders vote AGAINST the conditional resolution.
CSL’s Board of Directors
This year, Ms Marie McDonald and Dr Megan Clark AC will retire from the Board. Both have been highly respected, valued and hard working Board members. Ms McDonald steps down after 12 years as a Non-executive Director, and Dr Clark after 9 years as a Non-executive Director. On behalf of the Board I thank them both for their contributions and wish them well for the future.
We are pleased that Dr Brian Daniels joined the Board on 1 December 2024 as a Non-executive Director. He is a member of the Innovation and Development Committee. You can read more about Dr Daniels on page 9. Dr Daniels is standing for election to the Board of CSL at the AGM and the Board recommends Dr Daniels election as a Non-executive Director.
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CSL Notice of Meeting 2025
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We will also welcome Mr Cameron Price as a Non-executive Director from 1 October 2025. He is a member of the Human Resources and Remuneration Committee and he will become the Chair of Human Resources and Remuneration Committee at the end of the 2025 AGM. You can read more about Mr Cameron Price on page 10. Mr Price is standing for election to the Board of CSL at the AGM and the Board recommends his election as a Non-executive Director.
Board Recommendation
The Board recommends that shareholders vote in favour of the resolutions in Items 2, 3, and 4 and against Item 5 if it is put to the AGM.
Thank you for your continued support of CSL. I encourage you to join us at the AGM and look forward to welcoming you then.
Yours faithfully,
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Brian McNamee AO Chair
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 2025.
2. Election of Directors
To consider and, if thought fit, to pass the following resolutions each as an ordinary resolution:
-
a) That Dr Brian Daniels, who retires as a Director in accordance with CSL’s Constitution and, being eligible, be elected as a Non-executive Director.
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b) That Mr Cameron Price, who retires as a Director in accordance with CSL’s Constitution and, being eligible, be elected as a Non-executive Director.
3. Adoption of the Remuneration Report
To consider and, if thought fit, to pass the following as a non-binding ordinary resolution:
That the Remuneration Report for the year ended 30 June 2025 as set out in the Directors’ Report 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 2025, 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 on Item 3:
-
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 as the chair of the meeting decides, even though Item 3 is connected with the remuneration of CSL’s KMP.
The chair of the meeting intends to vote all available proxies in favour of Item 3.
4
CSL Notice of Meeting 2025
4. Approval of a grant of Performance Share Units to the Chief Executive Officer and Managing Director, Dr Paul McKenzie
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That approval be given for all purposes, including ASX Listing Rule 10.14, for the grant of Performance Share Units to the Chief Executive Officer and Managing Director, Dr Paul McKenzie, as his annual long-term incentive for the year ended 30 June 2026 as set out in the Explanatory Notes to this Notice of Meeting.
Voting exclusion applicable to Item 4
CSL will disregard any votes on Item 4:
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cast in favour of the resolution by or on behalf of Dr McKenzie or any of his 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 on Item 4:
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as proxy or attorney for a person entitled to vote on the item in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
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as proxy for a person entitled to vote on the item by the person chairing the meeting in accordance with an express authorisation to exercise the proxy as the chair of the meeting decides; or
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by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the item; and
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the holder votes on the item in accordance with directions given by the beneficiary to the holder to vote in that way.
The chair of the meeting intends to vote all available proxies in favour of Item 4.
5
Contingent Business
5. Conditional Board spill resolution
If required, to consider, and if thought fit, to pass the following resolution as an ordinary resolution:
That, subject to and conditional on at least 25% or more of the votes validly cast on the resolution in Item 3 (Adopting the Remuneration Report for the year ended 30 June 2025) being cast against that resolution:
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a) an extraordinary general meeting of the Company (the Spill Meeting) be held within 90 days of the passing of this resolution;
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b) all of the directors who were directors of the Company when the resolution to make the Directors’ Report for the year ended 30 June 2025 was passed and who remain in office at the time of the Spill Meeting cease to hold office immediately before the end of the Spill Meeting; and
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c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote of shareholders at the Spill Meeting.
Note: This is a conditional resolution and will only be put to the 2025 AGM if at least 25% of the votes validly cast on the resolution proposed in Item 3 are against that resolution.
If you do not want a Spill Meeting to take place, you should vote ‘Against’ Item 5. If you want a Spill Meeting to take place, you should vote ‘For’ Item 5.
The Board recommends that shareholders vote AGAINST Item 5 if it is put to the AGM.
.
6
CSL Notice of Meeting 2025
Voting exclusion applicable to Item 5
CSL will disregard any votes cast on Item 5:
-
by or on behalf of a person who is a member of CSL’s KMP named in the Remuneration Report for the year ended 30 June 2025, 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 on Item 5:
-
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 as the chair of the meeting decides, even though Item 5 is connected with the remuneration of CSL’s KMP.
In accordance with CSL’s Constitution, CSL will also disregard any votes cast on Item 5 by a shareholder that is a ‘significant foreign shareholder’, as that term is defined in the Constitution.
The chair of the meeting intends to vote all undirected proxies against Item 5 if it is put to the meeting.
7
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 the annual financial report (or statements) and the reports of the Directors and the Auditor for the financial year ended 30 June 2025 before the AGM.
This item does not require a formal resolution to be put to the Meeting. However, shareholders as a whole will be given a reasonable opportunity to submit questions about, or make comments on, the reports and the management of CSL. Shareholders will also be given a reasonable opportunity to submit questions to a representative of the Company’s Auditor, Deloitte, in relation to the conduct of the audit (including the independence of the Auditor), the preparation and content of the auditor’s report and the accounting policies adopted by the Company.
Item 2 Election of Directors
Dr Brian Daniels joined the Board in December 2024 and Mr Cameron Price joined the Board in October 2025 after completion of appropriate background checks. In accordance with Rule 65(c) of CSL’s Constitution, they will retire at the end of the AGM, and being eligible submit themselves for election.
+ READ MORE AT INVESTORS.CSL.COM/ INVESTORS/ANNUAL-REPORT
8
CSL Notice of Meeting 2025
Item 2(a) Election of Director
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Dr Brian Daniels BS, MS, MD
Dr. Daniels received Bachelor of Science and Medical Science degrees from Massachusetts Institute of Technology and his M.D. from Washington University, St. Louis. He trained in internal medicine at New York Hospital and rheumatology/immunology at UCSF.
Dr Daniels has over 30 years of experience in clinical development, medical affairs, commercialization and biotech investing. Dr Daniels is currently a partner at 5AM Ventures, joining as a Venture Partner in 2014 and becoming a Partner in 2018.
Dr Daniels spent more than 20 years in clinical drug development, including leading the Development and Medical Affairs division at Bristol-Myers Squibb. He directed the development of numerous innovative medicines across a number of therapeutic areas including in Cardio-Vascular, Virology and Oncology.
Dr Daniels is Chairperson at Artiva Biotherapeutics and Director at Inipharm. The Board has determined that Dr Daniels is an independent Director.
In light of the skills and experience detailed above, the Board (with Dr Daniels abstaining) recommends that shareholders vote in favour of the election of Dr Daniels as a Non-executive Director of CSL.
9
Explanatory Notes
Item 2(b) Election of Director
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Mr Cameron Price LLB(Hons), BEc
Mr Price holds a Bachelor of Laws (First Class Honours) and Bachelor of Economics from Monash University.
Mr Price has extensive experience in global investment markets, risk management, public affairs, and legal strategy and compliance. Until recently, he was General Counsel & Chief Risk Officer at the Future Fund, Australia’s Sovereign Wealth Fund, which manages the global investment of more than $300 billion of funds including the $240 billion Future Fund and the $24 billion Medical Research Future Fund. He held this role for 11 years.
Prior to that Mr Price was a senior commercial lawyer, partner and Board member at law firm Allens for 25 years, specialising in mergers & acquisitions, equity capital markets and corporate governance and compliance.
Mr Price is a Director on the Board of Ruyton Girls’ School.
The Board has determined that Mr Price is an independent Director.
In light of the skills and experience detailed above, the Board (with Mr Price abstaining) recommends that shareholders vote in favour of the election of Mr Price as a Non-executive Director of CSL.
10
CSL Notice of Meeting 2025
Item 3
Adoption of the Remuneration Report
Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is contained in the 2024/25 Annual Report and starts on page 61. You can obtain a copy of the 2024/25 Annual Report on CSL.com or by contacting CSL’s share registrar, Computershare.
Shareholders as a whole will have a reasonable opportunity at the meeting to submit questions about or make comments on the Remuneration Report. 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 the Company. 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:
-
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 CSL’s remuneration 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 2025.
Voting restrictions apply in relation to this item and are described in the Items of Business on page 4.
Shareholders should note that while the vote on Item 3 is advisory only, if 25% or more of the votes cast on this item are ‘against’ adopting the Company’s Remuneration Report, Item 5 (conditional Board spill meeting resolution) will be put to the meeting. The operation and consequences of the conditional Board spill meeting resolution are set out in the additional notes to Item 5 on page 19.
The Board recommends that shareholders vote in favour of adopting the Remuneration Report for the financial year ended 30 June 2025.
11
Explanatory Notes
Item 4
Approval of a Grant of Performance Share Units to the Chief Executive Officer and Managing Director, Dr Paul McKenzie
Under the Australian Securities Exchange ( ASX ) Listing Rules, shareholder approval is required for an issue of CSL securities to Directors.
4.1 Proposed Grant
It is proposed that Dr Paul McKenzie, an Executive Director of CSL and the Chief Executive Officer and Managing Director, be granted 58,360 Performance Share Units ( PSUs ) as his long-term incentive ( LTI ) for the year ended 30 June 2026. The Board believes it is in shareholders’ interests to provide Dr McKenzie with an equity-based incentive to ensure there is alignment between returns for shareholders and Dr McKenzie’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 at no cost 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 ( ROIC ) and Earnings per Share ( EPS ) growth ( EPSg ) performance measures described below. PSUs carry no voting or dividend entitlements.
The key terms of the 2026 grant of PSUs to Dr McKenzie are set out below:
| Grant value | The grant value, or target opportunity, of Dr McKenzie’s LTI is |
|---|---|
| equivalent to 425% of Dr McKenzie’s base salary of US$1,930,883 as | |
| at 1 September 2025, being US$8,206,253. | |
| The grant value was converted to Australian dollars using the RBA | |
| closing exchange rate on 29 August 2025 (being A$0.6538). | |
| For 2026, the total grant value in Australian dollars is A$12,551,625. | |
| Number of PSUs | The number of PSUs to be granted to Dr McKenzie is 58,360, being the |
| to be granted | above grant value in A$ divided by the Market Price. |
| The Market Price is the fve day volume weighted average price at which | |
| CSL Shares were traded on the ASX up to and including 29 August 2025, | |
| being A$215.07. | |
| The PSUs are divided into two tranches – Tranche 1 will comprise 70% | |
| of the total number of PSUs and Tranche 2 will comprise the remaining | |
| 30%. The number of PSUs in each tranche is as follows: | |
| • Tranche 1: 40,852; and |
|
| • Tranche 2: 17,508. |
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CSL Notice of Meeting 2025
4.2 Determination of targets
Tranche 1 is subject to a ROIC performance measure and Tranche 2 is subject to an EPSg performance measure. Both performance measures will be assessed at the end of a three-year performance period (1 July 2025 to 30 June 2028).
When determining the performance hurdles the Board considered a range of factors including CSL’s strategy, historical and forecast financial performance, the Board approved budget and external factors including guidance and other relevant market disclosures. Sensitivity analysis and modelling was also undertaken to test both the threshold and target values selected to create ambition and sufficient stretch, and alignment with shareholder interests.
Performance Tranche 1 – ROIC measures At the test date, Tranche 1 of PSUs that are eligible to be tested for vesting will be subject to a performance assessment based on the growth of ROIC (in percentage points) over the 3 years from FY25 (year ended 30 June 2025) to FY28 (year ending 30 June 2028), where:
(Reported EBIT x (1 – Effective Tax Rate))
ROIC =
(Average Equity + Average Net Debt)
For prior “on foot” awards, performance is assessed on the basis of average ROIC over the relevant 3 years. For the FY26 LTI grant, the timing and extent of the strategic initiatives announced on 19 August 2025 means the use of average ROIC would not appropriately represent CSL’s long term ROIC objectives. As a result, for the FY26 LTI grant, the Board considers it more appropriate to determine vesting outcomes based on the improvement in ROIC from FY25 to FY28.
CSL continues to use statutory measures for the LTI.
Tranche 2 – EPSg
At the test date, Tranche 2 of PSUs that are eligible to be tested for vesting will be subject to an EPSg three-year compound annual growth rate performance measure, where:
CSL Reported NPAT attributable to CSL shareholders in USD EPS =
Weighted Average Number of Shares on Issue
13
Explanatory Notes
Performance hurdle and vesting
Tranche 1 – ROIC
Full vesting will occur on achievement of target level performance, with partial (33%) vesting on achievement of threshold performance. Note that the 33% vesting is a reduction from prior years and is in response to shareholder feedback about the quantum of vesting for threshold ROIC performance.
| ROIC | |||
|---|---|---|---|
| Performance | percentage | FY28 ROIC | |
| level | point growth | result | Outcome |
| Below | Less than 1.5 | ROIC less than | 0% vesting |
| threshold | 13.0% | ||
| Threshold | 1.5 | ROIC of 13.0% | 33% vesting on |
| (calculated to one | achievement of | ||
| decimal point) | threshold level | ||
| performance | |||
| Between | 1.5 to 2.2 | ROIC of between | Vesting on a |
| threshold | 13.0% and 13.7% | straight-line basis | |
| and target | (calculated to one | between 33% and | |
| decimal point) | 100% | ||
| Target | 2.2 | ROIC of 13.7% | 100% vesting |
| (calculated to one | |||
| decimal point) | |||
| Above | Above 2.2 | ROIC above 13.7% | Outcome capped |
| target | at 100% – cannot | ||
| exceed target |
Further to the above vesting schedule, an additional gateway must be passed before vesting of Tranche 1 can occur. This gateway requires that ROIC is delivering a minimum acceptable return across the 3-year performance period. Specifically, the gateway requires that the arithmetic average of the 3 annual ROIC outcomes during the performance period exceeds CSL’s internal investment hurdle rate. This rate is based on the minimum return we require on our investments to ensure we are making sound investment decisions and appropriately manage risk and clearly exceed our cost of capital. The rate applicable in the year ending 30 June 2028 will be used for the purposes of this gateway.
Performance will be measured on 1 September 2028 based on ROIC for the financial year ending 30 June 2028. The Board considers that testing performance on this basis recognises the importance of growing ROIC over the longer term.
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CSL Notice of Meeting 2025
Performance Tranche 2 – EPSg hurdle and vesting continued
Vesting will occur on achievement of target level performance, with partial vesting (50%) on achievement of threshold performance.
Performance
| level | Hurdles | Outcome |
|---|---|---|
| Below | EPSg less than 9.0% | 0% vesting |
| threshold | ||
| Threshold | EPSg of 9.0% (calculated | 50% vesting on achievement |
| to one decimal point) | of threshold level | |
| performance | ||
| Between | EPSg of between 9.0% | Vesting on a straight-line |
| threshold | and 10.0% (calculated | basis between 50% |
| and target | to one decimal point) | and 100% |
| Target | EPSg of 10.0% (calculated | 100% vesting |
| to one decimal point) | ||
| Above | EPSg above 10.0% | Outcome capped at 100% – |
| target | cannot exceed target |
Performance will be measured on 1 September 2028 based on the three-year compound annual growth rate of EPS over the period 1 July 2025 to 30 June 2028. The base figure is the EPS recorded in the financial year immediately prior to the grant (ended 30 June 2025) and the performance is measured by reference to the EPS recorded in the financial year immediately prior to the date of vesting (ending 30 June 2028). EPS will be adjusted to exclude the effect of any share repurchases/buybacks that have the effect of materially reducing the number of ordinary shares outstanding during the performance period. The Board considers that testing performance on this basis recognises the importance of sustained longer-term performance.
Tranches 1 and 2
Any PSUs that do not vest following testing of the performance hurdles at the vesting date will lapse. There will be no retesting of performance hurdles.
The Board has the absolute discretion (subject to legal and Listing Rule requirements) to adjust the ROIC or EPSg performance conditions, including the hurdles and vesting schedules. In making any adjustment, the Board may take into account any matter that it considers relevant, including matters outside of management’s influence, the impact of any material acquisitions or corporate activity, one-off non-recurrent items, or a broader assessment of CSL performance outcomes.
As communicated in the 2024 Remuneration Report, a change has been made to the EPA Plan for Dr McKenzie’s award. At the end of the three-year performance period, for any PSUs that vest, an additional one-year holding period will be applied to any shares held by Dr McKenzie after taking into account any shares that need to be sold to cover Dr McKenzie’s tax withholding obligations.
15
Explanatory Notes
4.3 Award term
| Holding lock | 12 months from vesting (expected to be from 1 September 2028 to |
|---|---|
| period | 31 August 2029). |
| Cessation of | If Dr McKenzie ceases employment with CSL before the PSUs vest then, |
| employment | unless the Board determines otherwise, all unvested PSUs will lapse. |
| However, if Dr McKenzie ceases employment by retirement, redundancy, | |
| death, total or permanent disability or another ‘qualifying leaver’ reason | |
| as determined by the Board in its absolute discretion then, unless | |
| the Board determines otherwise, Dr McKenzie will retain a pro-rated | |
| number of PSUs based on the period elapsed from the start of the | |
| performance period 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). | |
| If Dr McKenzie ceases employment with CSL before the end of the | |
| holding lock period for any reason, the holding lock period will continue | |
| to apply and Dr McKenzie will not be able to access the shares until the | |
| restriction is lifted. | |
| Clawback | The terms of the award will be subject to the Board approved Company |
| and malus | Clawback and Malus Policy and Risk Management/Reward Framework. |
| This policy enables the clawback or adjustment of any incentive | |
| awards which vest (or may vest), including but not limited to any gain | |
| realised from the disposal of the underlying shares, as a result of fraud, | |
| dishonesty, risk management outcomes, violation of any material | |
| law or regulation, material misstatement, omission or error in the | |
| fnancial statements, material violation of CSL’s Code of Conduct or | |
| any other policy governing the conduct of employees or serious and | |
| wilful misconduct. | |
| Change of | In the event of a change of control of the Company, unless otherwise |
| Control | 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. | |
| Any shares that are subject to the holding lock period will be dealt with, | |
| so that Dr McKenzie will remain, as of the date of the determination, in | |
| a fnancial position in respect of the shares which is as near as possible | |
| to that which existed immediately prior to the change of control | |
| event occurring. |
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CSL Notice of Meeting 2025
4.4 Additional information provided in accordance with ASX Listing Rule 10.15
| Why is approval | ASX Listing Rule 10.14 provides that a listed company must not issue |
|---|---|
| being sought | equity securities to a Director under an employee incentive scheme |
| and what | unless it obtains the approval of its shareholders. Dr McKenzie is a |
| will happen | “director” for the purposes of ASX Listing Rule 10.15.1. |
| if approval is not given? |
CSL is seeking shareholder approval for the purposes of Listing Rule 10.14 to give CSL the fexibility to issue shares to satisfy PSUs that vest and for |
| transparency and governance reasons. | |
| If shareholder approval is not obtained, then the Board will provide | |
| alternative remuneration to Dr McKenzie in order to appropriately | |
| remunerate and incentivise him, which will most likely be an equivalent | |
| cash amount, subject to the same performance, service and other | |
| conditions, including the holding period. | |
| Why are PSUs | CSL uses PSUs because they create share price alignment between |
| used for Dr | executives and ordinary shareholders but do not provide the executives |
| McKenzie’s LTI? | with the full benefts of share ownership (such as dividend and voting |
| rights) unless and until the PSUs vest and shares are allocated. | |
| Other | As the PSUs will form part of Dr McKenzie’s remuneration for 2026, |
| Information | they will be granted at no cost and there will be no amount payable by |
| Dr McKenzie on vesting of the PSUs. | |
| Shares allocated on vesting of the PSUs will be subject to a one-year | |
| holding lock. At the end of the holding lock period, no further | |
| restrictions on trading (subject to CSL’s Securities Dealing Policy) will | |
| be applied. | |
| There is no loan scheme in relation to the PSUs or the shares allocated | |
| on vesting of the PSUs. | |
| Dr McKenzie is prohibited from dealing in PSUs and hedging the share | |
| price exposure in respect of PSUs. | |
| Dr McKenzie will be eligible to receive dividends on his shares during | |
| the holding lock period. |
17
Explanatory Notes
| Other | Dr McKenzie is the only Director who is eligible to participate in, and |
|---|---|
| Information | receive PSUs under, the EPA Plan. The ASX Listing Rules require this |
| continued | Notice of Meeting to state the number of securities that have previously |
| been issued to, and average price of securities paid by, Dr McKenzie for | |
| those securities under the EPA Plan. The EPA Plan was introduced in | |
| 2017 and since implementation 135,765 PSUs have been issued (at no | |
| cost) to Dr McKenzie under the EPA Plan in respect of prior year LTI. | |
| ASX Listing Rule 10.15.4 requires this Notice of Meeting to include details | |
| (including the amount) of Dr McKenzie’s current total remuneration. | |
| Details of Dr McKenzie’s remuneration at the date of this Notice of | |
| Meeting are set out below. |
| Fixed remuneration (salary) | US$1,930,883 |
|---|---|
| Short-term incentive | 120% of fxed remuneration at target, 240% of fxed remuneration at maximum |
| Long-term incentive | 425% of fxed remuneration on a face |
| value basis |
Further details of Dr McKenzie’s remuneration are set out in the Remuneration Report on pages 61 to 89 of the 2024/25 Annual Report. Details of any PSUs or CSL shares issued under the EPA Plan will be published in the Company’s Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the EPA Plan after this resolution is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule unless an exception under Listing Rule 10.16 applies.
Voting restrictions apply in relation to this item and are described in the Items of Business on page 5.
The Board (with Dr McKenzie abstaining) recommends that shareholders vote in favour of granting Performance Share Units to the Chief Executive Officer and Managing Director, Dr McKenzie.
18
CSL Notice of Meeting 2025
Contingent Business – Item 5
Conditional Board spill resolution
This resolution will only be put to the AGM if at least 25% of the votes validly cast on Item 3 (the resolution to adopt the Remuneration Report) are cast against the adoption of the Remuneration Report. If less than 25% of the votes validly cast on Item 3 are against adopting the Remuneration Report at the 2025 AGM, then there will be no second strike and Item 5 will not be put to the meeting.
If put to the meeting, the conditional Board spill resolution will be considered as an ordinary resolution. If this resolution is passed and becomes effective, a special meeting of shareholders known as a “Spill Meeting” must be held within 90 days. The following Non-executive directors will cease to hold office immediately before the end of the Spill Meeting unless they are re-elected at the Spill Meeting:
-
Dr Brian McNamee;
-
Professor Andrew Cuthbertson;
-
Dr Brian Daniels;
-
Carolyn Hewson;
-
Samantha Lewis;
Although Dr Megan Clark and
Ms Marie McDonald held directorships when the Board passed the resolution for the Directors’ Report for financial year ended 30 June 2025, they will have retired at the close of the 2025 AGM and will not be required to stand for re-election at the Spill Meeting.
If Mr Cameron Price is elected at the 2025 AGM, he will not be required to stand for re-election at the Spill Meeting as he was not in office at the time that the Directors’ Report for the financial year ended 30 June 2025 was passed.
Voting restrictions apply in relation to this item and are described in the Items of Business on page 6.
The Board recommends that shareholders vote AGAINST the contingent spill resolution. By order of the Board
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Fiona Mead Company Secretary 17 September 2025
-
Elaine Sorg; and
-
Alison Watkins.
The Board recommends that shareholders vote against the contingent spill resolution.
19
Important Information
How to participate in person
Shareholders are invited to attend the CSL AGM in person at the RACV City Club, Level 17, 501 Bourke St Melbourne on Tuesday, 28 October 2025 at 10 a.m. (Melbourne time). Please visit the RACV City Club website for more information on getting to the venue.
Registrations will open at 9 a.m.
The health of CSL’s shareholders, employees and other meeting attendees is of paramount importance. Please do not attend the AGM in person if you feel unwell. Other restrictions and precautionary measures may also be imposed on attendance if necessary, including limiting or refusing entry to visitors and other attendees.
All shareholders are encouraged to submit written questions in advance of the meeting and to lodge a directed proxy, even if they plan to attend the meeting in person.
If it becomes necessary or appropriate to make alternative arrangements for the meeting, shareholders will be given as much notice as possible and further information will be provided on CSL’s website.
How to participate in the AGM online
You can participate online in real time using the Lumi online platform. This can be done from your computer, tablet, or mobile device with an internet connection. You can access the online platform from your device by clicking here.
By participating in the meeting online you will be able to:
-
vote between the commencement of the meeting and the closure of voting as announced by the chair of the meeting;
-
hear the meeting discussion and view the live webcast; and
-
submit and ask questions at the appropriate time while the meeting is in progress.
To participate in the AGM online, you can log in to the meeting from your computer or mobile device by clicking here.
Once you have entered the URL above in your browser, you will need the following information to participate in the AGM in real time:
-
(a) Your username, which is your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 at least one hour prior to the AGM to obtain log-in details.
-
(b) Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the AGM Online Meeting Guide for their password details.
Further information regarding participating in the AGM online, including browser requirements, is detailed in the AGM Online Meeting Guide available on CSL.com.
The platform will allow shareholders to view the meeting live, vote, submit questions and make comments (verbally and in writing) in real time. Please note, to participate and vote online you will need your security holder number and postcode and must register at least 15 minutes before the meeting commences.
The AGM will also be webcast on our website CSL.com.
20
CSL Notice of Meeting 2025
Technical difficulties
Technical difficulties may arise during the course of the AGM. The chair of the meeting has discretion as to whether and how the meeting should proceed in the event that a technical difficulty arises. In exercising their discretion, the chair of the meeting will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected.
Proxy voting and proxyholder participation
CSL encourages shareholders to submit a proxy vote online ahead of the meeting, even if you are planning to attend in person or online. Proxy votes can be lodged at www.investorvote.com.au.
Proxyholders may contact CSL’s share registry, Computershare Investor Services Pty Ltd, on +61 3 9415 4024 for further information.
Am I entitled to vote at the AGM?
To vote at the AGM you must be a registered holder of CSL shares as at 10 a.m. (Melbourne time) on Sunday, 26 October 2025. 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 will voting be conducted?
A poll will be called on each of the resolutions set out in this Notice of Meeting. A show of hands will not be conducted.
How do I register my attendance at the meeting venue on the day of the AGM?
You must register to vote at the AGM. The registration desk will be open from 9 a.m. Melbourne time and you should 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.
How do I register my online attendance on the day of the AGM?
If shareholders and proxyholders wish to participate online, they must use the Lumi online platform. Online registration will open from 9 a.m. (Melbourne time) on Tuesday, 28 October 2025 and shareholders and proxyholders should login at least 15 minutes prior to the meeting. To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready.
Proxyholders will need to contact the call centre on +61 3 9415 4024 one hour before the meeting to obtain their login details.
When and how do I lodge a proxy?
A proxy appointment (and the power of attorney or other authority under which it is signed, if any) must be received by CSL’s Share Registry, no later than 10 a.m. (Melbourne time) on Sunday, 26 October 2025. See information under ‘I am entitled to vote but I can’t participate in the meeting in person or online – what should I do?’ for further details related to appointing a proxy.
21
Important Information
Shareholders who receive their Notice of Meeting and proxy form electronically will have received an e-mail with a link to the Computershare site. You will need your SRN/HIN and your postcode to submit your proxy appointment.
Shareholders who receive hard copies of their Notices of Meeting will also receive a proxy form in the mail.
Proxies may be lodged in the following ways:
-
Online : www.investorvote.com.au and following the instructions set out on the website.
-
Mail : CSL Share Registrar Computershare Investor Services Pty Limited GPO Box 242 Melbourne, Victoria 3001
You can arrange to receive shareholder information electronically by contacting Computershare on 1800 646 882 (within Australia) or +61 3 9415 4178 (outside Australia) or at www.investorcentre.com/au.
Intermediary custodian voting: for intermediary online subscribers only (custodians) please submit your voting intentions at www.intermediaryonline.com. If you have appointed a proxy to attend the Meeting and then you also attend the Meeting your proxy will not be revoked, unless you instruct Computershare that you would like to revoke your proxy prior to the meeting. In this case, your proxy will not be eligible to vote on those items of business.
I have a power of attorney from a shareholder – how do I vote?
I am a corporate shareholder – how can I participate and vote?
A body corporate that is a shareholder, or has been appointed proxy, 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. Evidence of the appointment, including any authority under which it has been signed must be provided to CSL’s Share Registry prior to the AGM or brought to the meeting venue (unless it has previously been given to CSL or CSL’s Share Registry).
I am a representative of a corporate shareholder – how can I participate and vote?
Please ensure the requirements of section 250D of the Corporations Act have been complied with and provide evidence of your appointment, including any authority under which it is signed, CSL’s Share Registry prior to the AGM or bring it to the meeting venue.
I am entitled to vote but if I can’t attend the meeting in person or online – what should I do?
Shareholders are entitled 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. See above for details on how to lodge a proxy. More details are set out below to assist you with setting up your proxy vote properly.
An original or certified copy of the power of attorney under which you are authorised to attend and vote at the meeting must be provided to CSL’s Share Registry prior to the AGM or brought to the meeting venue (unless you or the shareholder have previously lodged this paperwork with CSL’s Share Registry).
22
CSL Notice of Meeting 2025
How do I ensure I appoint a valid proxy?
If you are entitled to attend and vote at the meeting, you may appoint a proxy, and up to two proxies where you are entitled to cast two or more votes.
Each proxy will have the right to vote on a poll and to speak at the meeting.
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.
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).
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 submit your proxy form but do not nominate the identity of your proxy, then CSL will deem the chair of the meeting as your proxy to vote on your behalf.
If you submit your proxy form with a direction on how to vote and your nominated proxy does not participate in the meeting or does not vote on the resolution in accordance with your directions, the chair of the meeting will act in place of your nominated proxy and vote in accordance with your instructions (subject to any voting restrictions).
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 and the Executive KMP) and their closely related parties (such as close family members and any controlled companies) as your proxy. However, unless the chair 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 and 5 unless you direct them how to vote by marking the voting boxes on the proxy form for those items. Dr McKenzie and his associates will not be able to vote your proxy in favour of item 4 unless you direct them how to vote. The chair of the meeting may vote any undirected proxies as they decide, even though Items 3, 4 and 5 are in connection with KMP remuneration.
Can I appoint the chair of the meeting as my proxy?
Yes, you can appoint the chair of the meeting as your proxy.
If you appoint the chair of the meeting as your proxy, or the chair 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 and 5, by completing and submitting the proxy form you are expressly authorising the chair of the meeting to exercise your proxy as he sees fit in relation to those resolutions even though Items 3, 4 and 5 are connected with the remuneration of CSL’s KMP.
The chair of the meeting intends to vote all available proxies in favour of Items 2 to 4 and against Item 5.
23
Important Information
Can I ask questions at the meeting?
Shareholders may ask questions at the meeting, whether they attend in person or participate online. To ask a question online during the AGM (verbally or in writing), shareholders must use the Lumi online platform. A reasonable opportunity will be given to shareholders as a whole at the AGM to ask questions about, or make comments on, all items of business and the management of CSL.
You are encouraged to submit written questions relating to CSL and the business of the AGM in advance of the meeting. Shareholders may also submit questions to CSL’s Auditor in advance of the meeting 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 2025. The Auditor is not obliged to provide written answers.
Shareholders can submit their questions in advance of the meeting at www.investorvote.com.au.
Questions must be received by no later than 5 p.m. (Melbourne time) on Tuesday, 21 October 2025.
The chair of the meeting will endeavour to address the more frequently raised themes during the course of the meeting. However, there may not be sufficient time available at the meeting to address all of the questions raised. Please note that individual responses will not be sent to shareholders.
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 by contacting CSL’s Share Registrar.
24
CSL Notice of Meeting 2025
CSL confirms that this document complies with the notice of meeting content requirements set out in the Listing Rules. ASX has provided no objection to this document under Listing Rule 15.1.4 based on this confirmation.
25
CSL.com
POSTAGE PAID AUSTRALIA
IF UNDELIVERABLE PLEASE RETURN TO: GPO Box 2848 Melbourne VIC 3001 Australia
CSL
MR SAM SAMPLE
FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
CSL Limited Shareholder Pack 2025
Information online
CSL’s 2024/25 Annual Report and Notice of Meeting are available online at CSL.com under the Investors section.
- VOTE ONLINE AT
WWW.INVESTORVOTE.COM.AU
Samples/000001/000001
==> picture [89 x 46] intentionally omitted <==
CSL LIMITED ABN 99 051 588 348
Need assistance?
Phone:
1800 646 882 (within Australia) +61 3 9415 4178 (outside Australia)
Online:
www.investorcentre.com/contact
CSL
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
CSL Limited Annual General Meeting
The CSL Limited (the Company ) Annual General Meeting will be held on Tuesday, 28 October 2025 at 10 a.m. (Melbourne time). You are encouraged to participate in the meeting using the following options:
==> picture [47 x 47] intentionally omitted <==
MAKE YOUR VOTE COUNT
To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:
==> picture [38 x 38] intentionally omitted <==
Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
For your proxy appointment to be effective it must be received by 10 a.m. (Melbourne time) on Sunday, 26 October 2025.
==> picture [48 x 39] intentionally omitted <==
ATTENDING THE MEETING VIRTUALLY
To watch the webcast, ask questions and vote on the day of the meeting, please visit https://meetings.lumiconnect.com/300-052-251-591
For instructions refer to the online user guide which can be located at https://investors.csl.com/investors/shareholder-information/agm
==> picture [40 x 44] intentionally omitted <==
ATTENDING THE MEETING IN PERSON
The meeting will be held at the RACV City Club, Level 17, 501 Bourke Street, Melbourne 3000.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
Samples/000001/000002
==> picture [89 x 46] intentionally omitted <==
CSL LIMITED ABN 99 051 588 348
Need assistance?
Phone:
1800 646 882 (within Australia) +61 3 9415 4178 (outside Australia)
Online:
www.investorcentre.com/contact
CSL
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 10 a.m. (Melbourne time) on Sunday, 26 October 2025.
Proxy Form
How to Vote on Items of Business
Lodge your Proxy Form:
XX
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
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 or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
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.
A proxy need not be a securityholder of the Company.
Online:
Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.
Your secure access information is
==> picture [47 x 49] intentionally omitted <==
Control Number: 999999
SRN/HIN: I9999999999 PIN: 99999
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
SIGNING INSTRUCTIONS FOR POSTAL FORMS
Individual: Where the holding is in one name, the securityholder must sign.
By Mail:
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.
PARTICIPATING IN THE MEETING
Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia
By Fax:
1800 783 447 within Australia or +61 3 9473 2555 outside Australia
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".
Proxy Revocation
If you have appointed a proxy to attend the Meeting and then you also attend the Meeting your proxy will not be revoked, unless you instruct Computershare that you would like to revoke the proxy. In this case, your proxy will not be eligible to vote on those items of business.
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
Samples/000001/000003/i12
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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
Step 1
Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of CSL Limited hereby appoint the Chairman OR of the Meeting
XX
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) at the Annual General Meeting of CSL Limited to be held at the RACV City Club, Level 17, 501 Bourke Street, Melbourne 3000 and online on Tuesday, 28 October 2025 at 10 a.m. (Melbourne time) and at any adjournment or postponement of that meeting.
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, 4 and 5 (except where I/we have indicated a different voting intention in step 2) even though Items 3, 4 and 5 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, 4 and 5 by marking the appropriate box in step 2.
Step 2 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 poll and your votes will not be counted in computing the required majority.
For Against Abstain
| Item | 2a | Election of Director - Dr Brian Daniels | |||
|---|---|---|---|---|---|
| Item | 2b | Election of Director - Mr Cameron Price | |||
| Item | 3 | Adoption of the Remuneration Report | |||
| Item | 4 | Approval of a grant of Performance Share Units to the Chief Executive Officer and Managing Director, Dr Paul McKenzie |
Conditional resolution - Please note that Item 5 will only be considered at the meeting if the conditions outlined in the Notice of Meeting are satisfied. The Board recommends you vote Against Item 5.
Item 5 Conditional Board spill resolution
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business with the exception of Item 5 where the Chairman of the Meeting intends to vote against. In exceptional circumstances, the Chairman of the meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
Step 3 Signature of Securityholder(s) This section must be completed.
| Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Update your communication details By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically Mobile Number Email Address (Optional) Date / / |
/ / |
|---|---|
C S L
3 1 8 8 3 7 A
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CSL LIMITED ABN 99 051 588 348
CSLRM
MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SUBURB SAMPLETOWN VIC 3030
Dear Securityholder,
We have been trying to contact you in connection with your securityholding in CSL Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.
Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.
We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.
You are requested to include the following;
-
Securityholder Reference Number (SRN);
-
ASX trading code;
-
Name of company in which security is held;
-
Old address; and
New address.
Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:
Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia
Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.
Yours sincerely
CSL Limited
Samples/000002/000007/i12
Online Meeting Guide CSL Limited AGM 28 October 2025, 10:00 AEDT
Attending the meeting virtually
Those attending online will be able to view a live webcast of the meeting. Shareholders and Proxyholders can ask questions and submit votes in real time.
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Scan to join the meeting
To participate online, visit https://meetings.lumiconnect.com/300-052-251-591 on your smartphone, tablet or computer.
You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.
To log in, you may require the following information:
Meeting ID: 300-052-251-591
Australian residents
SRN / HIN
(on your proxy form)
Postcode
(postcode of your registered address)
Overseas residents
SRN / HIN
(on your proxy form)
Country Code
(three-character country code) e.g. New Zealand - NZL ; United Kingdom - GBR ; United States of America - USA ; Canada - CAN
Appointed Proxies
To receive your unique username and password, please contact Computershare on +61 3 9415 4024.
Guests
To register as a guest, you will need to enter your name and email address.
A full list of country codes can be found at the end of this guide.
Registering for the meeting
1 To participate in the meeting, follow thedirect link at the top of the page. Alternatively, visit meetings.lumiconnect.com and enter the unique 12-digit Meeting ID, provided above.
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Meeting ID
Join Meeting
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- 2 To proceed into the meeting, you willneed to read and accept the Terms and Conditions and select if you are a Securityholder/Proxy or a Guest. Note that only Securityholders and Proxies can vote and ask questions in the meeting.
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CSL AGM 2025
Securityholder or Proxy Guest
Having trouble logging in?... v
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To register as a Shareholder, 3 enter your SRN or HIN and Postcode or Country Code and press Sign in.
To register as a Guest,
enter your name and other requested details and press Continue.
To register as a Proxyholder, you will need
your username and password as provided by Computershare. In the ‘SRN or HIN’ field enter your username and in the ‘Postcode or Country Code’ field enter your password and press Sign in.
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CSL AGM 2025
SRN or HIN
Postcode or Country Code
Having trouble logging in?... v
Sign in
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CSL AGM 2025
First Name
Last Name
Email
Having trouble logging in?... v
Continue
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Watching the meeting
- 4 On a desktop/laptop device, you will see the home tab on the left, which displays the meeting title and instructions. The webcast will appear automatically on the right. Press play and ensure your device is not muted.
You can watch the webcast full screen, by selecting the full screen icon.
To reduce the webcast to its original size, select the minimise icon.
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Close
HOME BROADCAST Request to Speak
VOTING
MESSAGING
Watching the meeting
On a desktop device, press play within the broadcast window on the right-hand
side to begin the presentation. On mobile devices, the broadcast window may
be minimised, press the broadcast icon to open the window and then press
play. Ensure that your device isn't muted and that the volume is turned up.
Voting
When voting starts, a voting icon will appear, and the resolutions will be
displayed. Select For, Against or Abstain to cast your vote. There is no enter
or send button. You may however cancel your vote and enter a new selection
while voting is open.
Asking text questions
Select the messaging icon, type your question in the 'Ask a question' box and
press the send button.
Asking audio questions
If you would like to ask a question, click on “Request To Speak” at the top of
the broadcast window and follow the instructions to join the audio questions
queue.
MEETING ID
XXX-XXX-XXX-XXX
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- 5 On a mobile device, select the Broadcast icon at the bottom of the screen to open the webcast. Pressplay and ensure your device is not muted.
During the meeting, mobile users can minimise the webcast at any time by selecting one of the other icons in the menu bar.
You will still be able to hear the meeting while the broadcast is minimised. Selecting the Broadcast icon again will reopen the webcast.
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Watching the meeting
On a desktop device, press play within the broadcast window on the right-hand side
to begin the presentation. On mobile devices, the broadcast window may be
minimised, press the broadcast icon to open the window and then press play.
Ensure that your device isn't muted and that the volume is turned up.
Voting
When voting starts, a voting icon will appear, and the resolutions will be displayed.
Select For, Against or Abstain to cast your vote. There is no enter or send button.
You may however cancel your vote and enter a new selection while voting is open.
Asking text questions
Select the messaging icon, type your question in the 'Ask a question' box and press
the send button.
Asking audio questions
Click on “Request To Speak” at the top of the broadcast window and follow the
instructions to join the audio questions queue.
HOME VOTING MESSAGING BROADCAST
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BROADCAST Request to Speak
HOME VOTING MESSAGING BROADCAST
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Voting
6 When the Chair declares the poll open:
- A voting icon will appear on screen and the meeting resolutions will be displayed. To vote, select one of the voting options. Your response will be highlighted. To change your vote, simply select a different option to override.
There is no need to press a submit or send button. Your vote is automatically counted. Votes may be changed up to the time the Chair closes the poll.
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Poll Open
You have voted on 0 of 2 items
Resolution 1: Resolution text appears here.
Select a choice to send
For Against Abstain
Cancel
Resolution 2: Resolution text appears here.
Select a choice to send
For Against Abstain
Cancel
HOME VOTING MESSAGING BROADCAST
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Poll Open
You have voted on 2 of 2 items
Resolution 1: Resolution text appears here.
For - Vote received
For Against Abstain
Cancel
Resolution 2: Resolution text appears here.
For - Vote received
For Against Abstain
Cancel
HOME VOTING MESSAGING BROADCAST
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Text Questions
- 7 To ask a written question, tap on the messaging icon , type your question in the box at the top of the screen and press the send button . SEND
Confirmation that your message has been received will appear.
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Messaging
Ask a question SEND
0 / 1000
ALL MESSAGES MY MESSAGES
Moderator Tue 30 Jan 2024 14:53
Welcome to the meeting. If you would like to submit a test question, type your
question in the chat box above and then press the send button.
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- 8 Questions sent via the Lumi platform may bemoderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.
A copy of your sent questions, along with any written responses, can be viewed by selecting "MY MESSAGES".
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Messaging
Ask a question SEND
0 / 1000
ALL MESSAGES MY MESSAGES
Example User Tue 30 Jan 2024 14:53
This is a copy of my question...
Moderator Wed 28 Oct 2024 13:43
Thanks for your question...
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Audio Questions
- 9 If you would like to ask a verbal question, click the‘Request to Speak’ button at the top right corner of the broadcast window.
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BROADCAST Request to Speak
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-
10
-
The audio questions interface will now display. Confirm your details, click 'Submit Request' and follow the instructions on screen to connect.
You will hear the meeting while you wait to ask your question.
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Return to broadcast
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BROADCAST
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Please Read - Audio Question Instructions
If prompted, grant access to your microphone in the pop up box.
Press the green "Join Queue" button below.
Your Name: Example User
If you are unable to connect via the web, you can connect via
phone using the number below
DIAL-IN NUMBER(s)
+61000000000
When requested, your access PIN is 000000
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Country Codes - Computershare
For overseas shareholders, select your country code from the list below and enter it into the password field.
| ABW | Aruba | DOM | Dominican Republic | LAO | Lao Pdr | QAT | Qatar |
|---|---|---|---|---|---|---|---|
| AFG | Afghanistan | DZA | Algeria | LBN | Lebanon | REU | Reunion |
| AGO | Angola | ECU | Ecuador | LBR | Liberia | ROU | Romania Federation |
| AIA | Anguilla | EGY | Egypt | LBY | Libyan Arab Jamahiriya | RUS | Russia |
| ALA | Aland Islands | ERI | Eritrea | LCA | St Lucia | RWA | Rwanda |
| ALB | Albania | ESH | Western Sahara | LIE | Liechtenstein | SAU | Saudi Arabia |
| AND | Andorra | ESP | Spain | LKA | Sri Lanka | SDN | Sudan |
| ANT | Netherlands Antilles | EST | Estonia | LSO | Kingdom of Lesotho | SEN | Senegal |
| ARE | United Arab Emirates | ETH | Ethiopia | LTU | Lithuania | SGP | Singapore |
| ARG | Argentina | FIN | Finland | LUX | Luxembourg | SGS | Sth Georgia & Sandwich Isl |
| ARM | Armenia | FJI | Fiji | LVA | Latvia | SHN | St Helena |
| ASM | American Samoa | FLK | Falkland Islands (Malvinas) | MAC | Macao | SJM | Svalbard & Jan Mayen |
| ATA | Antarctica | FRA | France | MAF | St Martin | SLB | Soloman Islands |
| ATF | French Southern | FRO | Faroe Islands | MAR | Morocco | SCG | Serbia & Outlying |
| ATG | Antigua & Barbuda | FSM | Micronesia | MCO | Monaco | SLE | Sierra Leone |
| AUS | Australia | GAB | Gabon | MDA | Republic Of Moldova | SLV | El Salvador |
| AUT | Austria | GBR | United Kingdom | MDG | Madagascar | SMR | San Marino |
| AZE | Azerbaijan | GEO | Georgia | MDV | Maldives | SOM | Somalia |
| BDI | Burundi | GGY | Guernsey | MEX | Mexico | SPM | St Pierre and Miqueion |
| BEL | Belgium | GHA | Ghana | MHL | Marshall Islands | SRB | Serbia |
| BEN | Benin | GIB | Gibraltar | MKD | Macedonia Former Yugoslav Rep | STP | Sao Tome and Principle |
| BFA | Burkina Faso | GIN | Guinea | MLI | Mali | SUR | Suriname |
| BGD | Bangladesh | GLP | Guadeloupe | MLT | Malta | SVK | Slovakia |
| BGR | Bulgaria | GMB | Gambia | MMR | Myanmar | SVN | Slovenia |
| BHR | Bahrain | GNB | Guinea-Bissau | MNE | Montenegro | SWE | Sweden |
| BHS | Bahamas | GNQ | Equatorial Guinea | MNG | Mongolia | SWZ | Swaziland |
| BIH | Bosnia & Herzegovina | GRC | Greece | MNP | Northern Mariana Islands | SYC | Seychelles |
| BLM | St Barthelemy | GRD | Grenada | MOZ | Mozambique | SYR | Syrian Arab Republic |
| BLR | Belarus | GRL | Greenland | MRT | Mauritania | TCA | Turks & Caicos |
| BLZ | Belize | GTM | Guatemala | MSR | Montserra | TCD | Chad |
| BMU | Bermuda | GUF | French Guiana | MTQ | Martinique | TGO | Congo |
| BOL | Bolivia | GUM | Guam | MUS | Mauritius | THA | Thailand |
| BRA | Brazil | GUY | Guyana | MWI | Malawi | TJK | Tajikistan |
| BRB | Barbados | HKG | Hong Kong | MYS | Malaysia | TKL | Tokelau |
| BRN | Brunei Darussalam | HMD | Heard & McDonald Islands | MYT | Mayotte | TKM | Turkmenistan |
| BTN | Bhutan | HND | Honduras | NAM | Namibia | TLS | East Timor Republic |
| BUR | Burma | HRV | Croatia | NCL | New Caledonia | TMP | East Timor |
| BVT | Bouvet Island | HTI | Haiti | NER | Niger | TON | Tonga |
| BWA | Botswana | HUN | Hungary | NFK | Norfolk Island | TTO | Trinidad & Tobago |
| CAF | Central African Republic | IDN | Indonesia | NGA | Nigeri | TUN | Tunisia |
| CAN | Canada | IMN | Isle Of Man | NIC | Nicaragua | TUR | Turkey |
| CCK | Cocos (Keeling) Islands | IND | India | NIU | Niue | TUV | Tuvalu |
| CHE | Switzerland | IOT | British Indian Ocean Territory | NLD | Netherlands | TWN | Taiwan |
| CHL | Chile | IRL | Ireland | NOR | Norway | TZA | Tanzania |
| CHN | China | IRN | Iran Islamic Republic of | NPL | Nepal | UGA | Uganda |
| CIV | Cote D’ivoire | IRQ | Iraq | NRU | Nauru | UKR | Ukraine |
| CMR | Cameroon | ISL | Iceland | NZL | New Zealand | UMI | United States Minor Outlying |
| COD | Democratic Republic of Congo | ISM | British Isles | OMN | Oman | URY | Uruguay |
| COK | Cook Islands | ISR | Israel | PAK | Pakistan | USA | United States of America |
| COL | Colombia | ITA | Italy | PAN | Panama | UZE | Uzbekistan |
| COM | Comoros | JAM | Jamaica | PCN | Pitcairn Islands | VNM | Vietnam |
| CPV | Cape Verde | JEY | Jersey | PER | Peru | VUT | Vanuatu |
| CRI | Costa Rica | JOR | Jordan | PHL | Philippines | WLF | Wallis & Fortuna |
| CUB | Cuba | JPN | Japan | PLW | Palau | WSM | Samoa |
| CYM | Cayman Islands | KAZ | Kazakhstan | PNG | Papua New Guinea | YEM | Yemen |
| CYP | Cyprus | KEN | Kenya | POL | Poland | YMD | Yemen Democratic |
| CXR | Christmas Island | KGZ | Kyrgyzstan | PRI | Puerto Rico | YUG | Yugoslavia Socialist Fed Rep |
| CZE | Czech Republic | KHM | Cambodia | PRK | North Korea | ZAF | South Africa |
| DEU | Germany | KIR | Kiribati | PRT | Portugal | ZAR | Zaire |
| DJI | Djibouti | KNA | St Kitts And Nevis | PRY | Paraguay | ZMB | Zambia |
| DMA | Dominica | KOR | South Korea | PSE | Palestinian Territory | ZIM | Zimbabwe |
| DNK | Denmark | KWT | Kuwait | PYF | French Polynesia |
If you require any help using this system prior to or during the meeting, please call +61 2 8075 0100 so we can assist you.
Need help?