8 September 2005

Mr James Gerraty Listings Officer Australian Stock Exchange Limited 530 Collins St MELBOURNE VIC 3000

Dear Mr Gerraty

FOR ANNOUNCEMENT -ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING

Following is the 2004-2005 Annual Report and Notice of the Annual General Meeting including Explanatory Notes and Proxy Form of CSL Limited, which will be held at the Function Centre, National Tennis Centre, Melbourne Park, Batman Avenue, Melbourne on Wednesday, 12 October, 2005, at 10.00 a.m.

The above material is being mailed to shareholders on 9 September 2005.

Yours sincerely

Peter Turvey COMPANY SECRETARY

CSL Limited ABN 99 051 588 348 Annual Report 2004-2005

CSL Limited is a global, specialty biopharmaceutical company that develops, manufactures and markets products to treat and prevent serious human medical conditions.

Innovation and new product development for unmet medical needs continue to drive CSL's growth.

The CSL Group includes:

ZLB Behring
E CSL Bioplasma
ECSL Pharmaceutical

_______________________________________

CSLS Year in Review Financial Results Business Feature Pages $10 - 25$ CSL Group Brisiness Operations Controlled Entries Executive Management Group Directors Profiles Share Information Shareholder Information Corporate Governance 37. Financial Report 43
BUSINESS FEATURE PAGES $10²$ $\overline{2}$ ZLB Behring 14 CSL Bioplasma 16 26. . . CSL Pharmaceutical 28. New Product Development 18 31 J Our People 20. Health, Safety and Environment 32 22 34. Corporate Citizenship 24. 35

CSSES YOGENEN ROVIOW Highlights 2004-2005

Dear Shareholder.

It is with much pleasure that we can report that CSL's expanded plasma therapeutics business has been successfully integrated and has enabled us to deliver our strongest financial result to date.

Highlights of the year were:

B Reported net profit after tax of \$547 million, up 149% on the previous year with net profit after tax from continuing operations of \$317 million after adjusting for the operating contributions and sale of JRH Biosciences and goodwill.
II Net operating cash flow of \$568 million, up 174% on the previous year.
1999 The sale of JRH Biosciences to the Sigma-Aldrich Corporation for an estimated profit of \$250 million on 28 February 2005.
1999 A significant expansion of influenza vaccine manufacturing and research facilities in Melbourne which has strengthened our ability to meet the increasing demands of our Australian and international customers.
In Australia, CSL entered into a new five-year agreement with the National Blood Authority under which CSL Bioplasma will provide specialised plasma products and other services to State and Federal governments in collaboration with the Australian Red Cross.
B CSL's exclusive licensee, Merck & Co. Inc., announced they will file with the US FDA before the end of 2005 for a product license for a new vaccine against human papillomavirus. The technology for this vaccine to prevent cervical cancer and genital warts was developed in the early 1990s in a collaboration between CSL and Professor lan Frazer at the University of Queensland.

HOCHOLOGICAL PRODUCTS

i inamela filomights to othe year ance a so hine 2005

Five Year Summary

All fujures are in \$A million unless stated officrivise.

	2004-05:	2002.04	2002-02	2001-02	2000-01
Titteren med i				99.
ikoyayayayaya, Total revenue	3,253	1.836	1.313	1.350	855
Sales revenue	2,150	1,650	1,300	1,336	843
Research and development investment	146	101	92	93	BÎ
Profit from ordinary activities before income tax expense	642	255	102	157	106
Net profit attributable to members of CSL Limited	547	220	70.	124	78
Profit from ordinary activities after income tax expense before amortisation of goodwill	584	262	113	164	102
Capital investment	105	80	74	83	$\mathbf{H}$
Total assets at 30 June	3.874	3,875	2,220	2.312	1, 772
Total equity at 30 June	2,075	2.074	1.283	1,273	876
Net tangible assets per share at 30 June (\$)	101	6.18	2.42	179	1.36
Weighted average number of shares (million)	196	118	159	158	150
Basic earnings per share (cents)	278.9	123.3	44.2	78.2	52.3
Dividend per share (cents)	570	38.0	34.0	34.0	26.0

Dividends to Shareholders

On 15 April 2005, our shareholders received an interim dividend of 17 cents per share (fully franked). CSL's final dividend of 30 cents per share (fully franked) and a special dividend of 10 cents per share franked to 1.78 cents per share will be paid on 10 October 2005.

Dividends and Financial Results

On 15 April 2005, our shareholders received an interim dividend of 17 cents per share (fully franked). CSL's final dividend of 30 cents per share, fully franked, and a special dividend of 10 cents per share franked to 1.78 cents per share will be paid on 10 October 2005. It should be noted however, that due to an increasing proportion of Company revenue being generated offshore and increasing expenditure in Australia on research and development, CSL is unlikely to be in a position to deliver franked dividends next financial year.

CSL Group net profit after tax of \$547 million. included an estimated net profit after tax of \$250 million from the sale of JRH Biosciences. Group sales revenue grew 67% to \$2.75 billion. as ZLB Behring completed its first full year of operations.

Net operating cash flows improved 174% to \$568 million.

In February 2005, we announced an on-market. buy back of up to 10 million shares (5% of issued capital) which has since been completed at a total cost of \$318 million. In June 2005, we announced that a second on-market buy back of up to eight. million shares would be carried out in the next. financial year. Our strong cash flows and balance sheet position underpin this latest buy back which will further benefit all shareholders by improving investment returns including earnings per share and return on equity.

Business Reports

CSL's business activities include ZLB Behring, CSL Bioplasma, CSL Pharmaceutical and our globally integrated research and development. operations.

ZLB Behring

2LB Behring has delivered a highly successful first full financial year with sales of \$2.2 billion and substantial cost savings produced as a result of restructuring and integration synergies. 2LB Behring is now a global leader in plasma therapies and a significant supplier of recombinant. Factor Vill for the treatment of Haemophilia A.

Our sales of Carimune® fintravenous immunoglobulin) benefited from improved prices in the United States. Sales volumes of Helixate® grew strongly at steady prices with strong sales in Europe due to increased government funding for conversion from plasma-derived Factor VIII to recombinant Factor VIII.

Sales of plasma-derived Factor VIII for the treatment of Von Willebrand Factor deficiency were strong, representing 60% of plasma-derived Factor VIII sales. The market for this product is expected to grow due to the improved awareness and diagnosis of this deficiency.

The integration of the two prior companies (2LB Bioplasma and Aventis Behring) proceeded according to plan with all but a few of 700. initiatives achieved in line with or better than expectations. Approximately 90% of planned initiatives were in place by April 2005 and the Integration Office was closed with the remaining activities transferred to regular operations.

Financial targets for the year were exceeded in all cases with strong profit and excellent cashflow, the latter benefiting from a reduction in inventory through more focused management. of working capital.

ZLB Behring's first liquid intravenous immunoglobulin has now been approved in eight. European countries and market development is gaining momentum. Vivaglobin®, our new subcutaneously administered immunoglobulin, was approved in Europe late in the year and offers. patients more opportunity for home infusion, as well as improved tolerability. Vivaglobin® is currently being evaluated for approval by the US FDA.

Our critical care product portfolio of haemostatics, inhibitors and plasma substitutes save lives in surgical complications, trauma and acquired and chronic deficiencies in acute care situations. Haemocomplettan®, our fibrinogen product, is being used to stem bleeding after surgery. Beriplex®, our four coaqulation factor concentrate, restores deficiencies associated with liver complications. Currently accounting for 17% of combined sales, the broader registration of these critical care therapies in Europe and through the US will provide growth opportunities in the future.

.
.
.

.
.
.
.

In Japan, we have strengthened our surgical sealant business through a distribution agreement with Nycomed for Tachocomb, a fibrinogen based sheet for sealing tissue wounds. Tachocomb complements Beriplast®, our fibrin sealant product. 2LB Behring is now the leader in this market. segment in Japan.

We have continued to make progress with Zemaira®, our Alpha-1-Proteinase Inhibitor for treatment of emphysema, with a five-fold growth in the number of patients using this product this year. Further growth is anticipated through increased efforts to detect those at risk by education and diagnostic programs for this genetic disorder. Registration of this product is currently being sought in Europe.

We have commenced clinical trials for the registration of Berinert® (C-1-£sterase Inhibitor) in the US for the treatment of hereditary angeodema (HAE), a life threatening condition brought on by severe swelling of the tissues due to genetic deficiency of the protein. Berinert® is already marketed in Europe and Japan.

2LB Plasma Services, part of 21B Behring, is one of the largest collectors of human blood plasma. in the world with operations in the US and Europe. Through our own plasma collection operations and commercial purchases, we source all plasma required by ZLB Behring.

We have standardised operational systems across our US plasma collection centres and we are well advanced with developing a fully integrated global plasma supply chain that will further help us to manage plasma inventory.

In a stringently regulated industry, we comply with the highest international standards and continue to explore avenues for further innovation.

CSL Bioplasma

Sales revenue growth of 17% by CSL Bioplasma to \$209 million this year has been underpinned by the impact of merging the 2LB Behring commercial activities in Asia (with the exceptionof Japan) into our business, and also the increasing demand for INTRAGAM® P (intravenous immunoglobulin) in markets where we provide contract fractionation services.

In January 2005, we were proud to announce the signing of a new Plasma Products Agreement (PPA) with the National Blood Authority (NBA) which now acts on behalf of all Australian State and Federal governments. Under the new five-year agreement, and in collaboration with the Australian Red Cross Blood Service, we will provide the life saving plasma-derived therapeutics that meet the rigorous Australian requirements for safety, security and reliability of access by the medical community. Through close cooperation with the NBA, we have achieved a smooth transition to the new arrangements included in the PPA.

The successful integration of ZLB Behring's regional commercial operations with CSL Bioplasma has created a strong platform for our business growth in the Asia Pacific region. by adding a diverse portfolio to our existing plasma-derived therapeutic products.

By taking advantage of the complementary strengths of CSL Bioplasma and ZLB Behring, we can now provide an extensive range of life-saving therapeutic products and services to governments, medical professionals and patients. We can offer the broadest range of products in our industry, customised contract fractionation for blood services throughout our region, and enhanced client support through our direct presence in key markets.

We have executed a five-year agreement with Bayer HealthCare granting CSL the exclusive Australian distribution rights for KOGENATE® FS (recombinant coagulation Factor VIII octalog alpha). KOGENATE® FS complements our comprehensive portfolio of trusted coagulation therapies used in the treatment of bleeding disorders such as Haemophilia A and Von Willebrand disease. This new collaboration with Bayer HealthCare brings together two organisations with complementary expertise and strengths that will benefit Australia's haemophilia community.

CSL Pharmaceutical \$205 milliori

JM4 Bioscierices
\$141 million

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$\mathcal{W}^{\mathcal{Y}}$

KV.

CSL total Revenue (\$A millions)

CSI Bioplasma

IRH Biosciences

CSL Pharmacautical

fitt Biosteinis sold on 28 February 2005.

ASLE Droits Before Interest and Tax (6A millions)

CSL R&D Investment (\$A millions)

CSL Profit After Tax (\$A millions)

Melbourne Meril Kayakkayak Osaliw Control Team Leader Trimunochemistry

Bern: Croup Leader, Adrian Locher setting up a centrifuge.

Financial Calendar

2005

24 August	Annual profit and final dividend announcement
30 August	Shares traded ex-dividend
5 September	Record date for final dividend
10 October	Final dividend paid
12 October	Annual General Meeting
31 December	Half year ends
2006

22 February	Half year profit and interim dividend announcement.
14 Marchi	Shares traded ex-dividend.
20 March	Record date for interim dividend
13 April	interim dividend paid
30 June	Year ends
23 August	Annual profit and final dividend announcement
18 September	Shares traded ex-dividend
22 September	Record date for final dividend
13 October	Final dividend paid
18 October	Annual General Meeting
31 December	Half year ends

Annual General Meeting

Wednesday 12 October 2005 at 10:00am Function Centre, National Tennis Centre Melbourne Park. Balman Avenue Melbourne 3000

AGM Live Webcast

Note: The Chairman's Report and the Chief Executive Officer's Report will both be webcast through CSL's website, www.csl.com.au.

Log on to the Home Page of CSL's website and then click on the item under-CSL News called Armual General Meeting webcast

New Plasma Products Agreement

CSL CEO and Managing Director, Brian McNamee, and the National Blood Authority CEO and General Manager, Dr Alison Turner, sign a new Plasma Products Agreement, Under the new five-year agreement which commenced on 1 January 2005. CSL Bioplasma continues to provide specialised plasma products and services to the State and Federal governments in Australia - in collaboration with the Australian Red Cross Blood Service (photo by courtesy of the NBA).

In July 2004, Australia's Federal Government announced a change in policy regarding the provision of in-vitro diagnostic reagents used in assessing the compatibility of donor-recipient. blood. CSL had provided these reagents to pathology laboratories throughout. Australia since 1993 by agreement with the Federal Government. As part of the NBA's new national procurement arrangements introduced on 1 July 2005, we have been accredited as a provider of in-vitro diagnostic reagents. The breadth and quality of our products has helped ensure we remain a major provider of diagnostics with a pivotal role in transfusion. medicine in Australia.

CSL Pharmaceutical

Sales revenue of \$205 million for CSL Pharmaceutical compared favourably with our result for the previous year, given a reduction in pharmaceutical distribution activities.

CSL's new influenza vaccine centre in Melbourne was officially opened in May 2005. Australia's first line of defence against influenza, the new centre includes an expanded and upgraded manufacturing facility and a new vaccine seed preparation laboratory.

The new vaccine centre has significantly increased CSL's ability to supply the Australian public with influenza vaccine and the benefit of this position. has already been demonstrated in the first few months of operation. Owing to a shortage of vaccine from other suppliers, CSL provided all

Australian Federal Government requirements for the 2005 season to vaccinate people aged 65 and over, and also made up part of the shortfall in New Zealand.

The only facility of its kind in the Southern Hemisphere, the new centre will play a key role in combating influenza outbreaks in the Asia Pacific region.

In the event of an influenza pandemic, CSL nowalso has the capacity to efficiently provide vaccine for the entire Australian population. In this regard, CSL continues to play an essential part in protecting Australia from influenza and other serious infectious diseases.

Further opportunities for opening up new markets in Europe and South East Asia can now be realised, particularly in the light of shortages of influenza vaccine worldwide.

CSL is a participant in two of Australia's national vaccination programs with our Fluvax® influenza vaccine and Pneumovax 23, a vaccine against pneumoccocal disease that we distribute in Australia on behalf of Merck & Co. Inc. The national Pneumovax 23 program began in January. 2005 and includes everyone aged 65 and over, people with chronic medical conditions (such as diabetes, cardiovascular, respiratory, liver or renal diseases), people with alcohol-related problems, tobacco smokers and those who are immunocompromised.

New Product Development

We continue to invest in new protein-based product development projects for treating serious human diseases. These medicines are derived from our core technologies in plasma fractionation, vaccinology, recombinant proteins (including recombinant antibodies) and our immunostimulating ISCOMATRIX® adjuvant.

We have successfully integrated all global research and development activities. In the Northern Hemisphere, we have centres of excellence to support plasma product manufacturing in-Marburg, Germany (coagulation and specialty products), Bern, Switzerland (immunoglobulins) and Kankakee, USA (Alpha-1-Pl). In Melbourne, we support our Australian plasma and influenza vaccine products, and conduct our new product development activities.

Merck & Co. Inc., the exclusive licensee of our human papillomavirus (HPV) vaccine, is now well advanced in its Phase III clinical development program and has announced that filing with the US FDA for a product license will take place in the second half of 2005. Publications of clinical data from Merck during the year continue to give us. confidence that this vaccine will make a strongcontribution to international public health by preventing certain types of cervical cancer and genital warts.

Developing new high value products from human plasma remains a key strategic imperative. In Canada, we have now begun a Phase II clinical

trial of our plasma-derived reconstituted highdensity lipoprotein (rHDL) drug. The trial will test whether infusions of rHDL can reduce the volumeof atherosclerotic plaque in the coronary arteries of patients with acute coronary syndromes. The clinical development program for ZLB Behring's chromatographically purified liquid IVIG product has also begun.

Over the past few years, we have invested significantly in our proprietary ISCOMATRIX® adjuvant technology. When formulated with an antigen, an adjuvant will increase the quality and strength of the immune response to the antigen. We believe that the ISCOMATRIX® adjuvant has unique properties that will enable it to be part. of a new range of potential immunotherapeutic products and vaccines. Our commercialisation strategy is to broadly license the ISCOMATRIX® adjuvant technology to partners who have aninterest in enhancing the immune response of their own product candidates. The recently announced agreement with Merck & Co. Inc. is further validation of this strategy. However, we also continued the development of our own biotech product for the treatment of HPV infection. that combines the adjuvant technology with a patented E6/E7 fusion protein from the maincancer-causing serotype HPV16. This product has been tested for safety and immunogenicity in both HIV negative and positive individuals, and we are planning a Phase II clinical study. to test whether we can treat precancerous lesions in anal intra-epithelial neoplasia (AIN).

As the only manufacturer of influenza vaccine inthe Southern Hemisphere, we are very conscious of the threat posed by the annual influenza season. and particularly in an influenza pandemic. CSL is working closely with health authorities in Australia to ensure that we can respond as rapidly as possible in the event that a pandemic is declared. We have made a manufacturing seed from the H5N1 strain, a potential pandemic strain circulating in bird populations in South-East Asia, and will conduct our first clinical trials of this prototype vaccine in the second half of 2005.

Consistent with our focus on protein-based medicines, we are developing a number of earlier stage recombinant antibody opportunities with Australian academic partners. These include new ways to potentially treat myeloid leukemia (Institute of Medical and Veterinary Sciences in Adelaide) and a technology to achieve topical delivery of antibody fragments for treating serious. eye diseases (flinders University also in Adelaide).

Our Thanks to Management and Staff

Fundamental to our delivering CSL's best ever financial result has been the successful integration. of two plasma therapeutics businesses during the year. Many people have been directly involved inthis process, and many others played their part. in making it happen at grass roots level. There have also been significant achievements in other areas of our business - in research and development, in manufacturing activities, and inbringing the highest quality products to our customers. Your Board of Directors would like to take this opportunity to thank management and staff for the commitment shown in a landmark. year that has strengthened our position as a global specialty biopharmaceutical Company.

Jean Lode

Peter Wade Chairman

Brian McNamee Chief Executive Officer and Managing Director

Clockwise from above:

Bern: Laboratory Technician, Marlise
Nanzer testing Albumin for sterility

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Chattanooga: ZLB Plasma Services
Blomedical Technician, Tara Sanders,
explains the plasma donation process to
summer Stafford.

King of Prussia: Jim Reilly is ZLB Behring's
Marketing Director for Zemaira®

Marburg: Project Engineers Stefan
Bonnard and Olaf Homer

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19 januarikainen rajoittajan ja viirtyjä suurimmistoittajan ja kaupunkielija ja kaupunkielija ja kaupunkielija
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Staf kod pomuzomu odvojadao vodinata in noblogi

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ZUBYBOATEIAGI a katika matsaya da katika matsaya na matsaya na matsaya na matsaya na matsaya na matsaya na matsaya na matsay

ZLB Behring is a global leader in the manufacture of plasma therapeutics with the broadest range of quality products in our industry and substantial markets in the USA, Europe and Japan.

Based at King of Prussia in Pennsylvania (USA), ZLB Behring has manufacturing plants in Kankakee, Illinois (USA), Bern (Switzerland) and Marburg (Germany), and sales and distribution centres throughout the world.

Our plasma therapeutics include:

Coagulation therapies to treat bleeding disorders such as haemophilia;
Critical care products for treatment of shock in trauma, sepsis, severe burns and cardiac surgery;
Immunoglobulins to treat infections and autoimmune diseases, and to prevent haemolytic disease in the newborn;
Wound treatment therapies used to minimise blood loss.
Alpha-1-Proteinase Inhibitor, a prophylactic treatment for people at risk from life-shortening, inherited emphysema.

We understand the needs of people who rely on our products. Those with haemophilia (a bleeding disorder resulting in poor blood clotting and continuous bleeding) have to learn to live with this life-threatening condition. People can suffer severeblood plasma losses in emergency trauma situations. and with serious burns. Some patients have wounds that continue bleeding, or immune systems too weak to fight infection.

21B Behring provides a wide variety of programs and services to improve patient access to care and quality of life.

continued next page

Estimated Global Market Share		Dank
Coagulation	-22%
Critical Care	-20%
Immunoglobulins	18%
Alpha-1-PE	10%
Worldwide market share	ヴォツム

The Company of the Company of the Company of the Company of the Company of the Company of the Company of the C

2LB Behring is well positioned to develop its global business in plasma therapeutics through our broad portfolio of high quality products, global marketing that meets customer needs, a pipeline of new and improved plasma products, lower cost and higher yield manufacturing processes, and effective balancing of supply and demand.

Manufacturing is focused on core product strengths at each location and cost effective operations that create more return for each litre of plasma processed.

Since creating manufacturing centres of excellence, we have brought a sharper focus on life cycle. management, the product pipeline, process development and product safety.

图 Marburg develops coagulation therapies, along with critical care and specialty products;
Bern focuses on immunoglobulins, production methods and safety standards;
Kankakee is responsible for the continuous improvement of Alpha-1-Proteinase Inhibitor.

2LB Behring's plasma collection business, 2LB Plasma Services, has more than 65 collection centres in the USA and Germany, along with plasma testing laboratories and logistics centres in both countries.

One of the largest collectors of human blood plasma in the world, ZLB Plasma Services sources the plasma required by ZLB Behring through its plasma collection operations and commercial purchases.

Globally, more than 400,000 donors provide the plasma used to produce life-saving products for critically ill patients. ZLB Plasma Services offers a reliable and secure source of plasma for those essential medications.

21B Behring's plasma collection business is based at Boca Raton in Florida and has the largest plasma. testing laboratory in the industry at Knoxville in Tennessee and a logistics centre at Indianapolis in Indiana. Based at Marburg, operations in Germany include eight plasma collection centres across the country, a plasma-testing laboratory in Gottingen. and a Marburg logistics centre.

In this stringently regulated industry, ZLB Behring complies with the highest international standards, uses the most sophisticated systems, and continues to explore avenues of innovation.

Kankakee: Packaging Operator, Karin Noble labels. sterile water for injection for Monoclate P®.

Bern: Vreni Fortsch is Head of Process Development

Major plasma products marketed by ZLB Behring

Haemophilia and Other Coaquiation Disorders

Coagulation therapies are used to treat bleeding disorders such as haemophilia and Von Willebrand disease
Recombinant Factor VIII $\cdot$ Helixate $^\circ$ FS $\ddots$ Hefixate^® NexGen

Plasma-derived Factor VIII Beriate® P

Haemate® P Humate-P® Monoclate-P^®
Plasma-derived Factor IX Berinin^@ P. Mononine® Factor IX HS
Von Willebrand Disease Haemate^@ P Humate-^p® Stimate $^\circledR$
Other Coagulation Disorders Beriplex® P. Fibrogammin® P. Haemocomplettan® P Kybernin® P

Critical Care Conditions

Critical care products are used to treat shock, sepsis and severe burns, and are used in cardiac surgery -
Trauma Therapies AlbuRx™ 5 and 25 Albuminar® 5 and 25 Beriplex^® P/N Haemocomplettan® $\mathfrak{p}_\parallel$ Human-Albumin 20% Behring

Inhibitors.

Berinert $^\text{\textregistered}$ P Kybernin^® P
Cardiology $\mathbf{Streptase}^{\otimes}$

Alpha 1-Proteinase Inhibitor Deficiency

For people at risk from lifeshortening emphysema through a genetic deficiency in their synthesis of this protein

.
Zemaira®

Wound Healing

Wound healing therapies are used to facilitate healing
Beriplast^® P. Fibrogammin® P

Immune Disorders and Immune Therapy

Immunoglobulins are used to treat infections and autoimmune diseases, and to prevent haemolytic disease in the newborn

Polyvalent Immunoglobulins Beriglobin® P

Carimune^® NF Sandoglobulin Gamma-Venin® P Gammar® - P.I.V. Redimune® Venimmun® N

Specific Immunoglobulins

Berirab® P. Hepatitis B Immunoglobulin P Rhesogamma® P. Rhophylac®
Tetagam® P. Varicellon® P.

CAS 100 DO CARDO San San San Barat na Barat na Barat na Barat na Barat na Barat na Barat na Barat na Barat na Barat na Barat n

CONTRACTOR

The successful integration of CSL Bioplasma's Asia Pacific operations with the established commercial activities of ZLB Behring in Asia has created a strong platform for continuing business growth in our region.

CSL Bioplasma in Melbourne is the operations centre for this combined business which includes a regional office. in Hong Kong responsible for operations in China, Taiwan, South Korea and South Asia, as well as plasma. fractionation services to the Governments of Hong Kong, Singapore and Malaysia.

The complementary strengths of CSL Bioplasma and 2LB Behring Asia enable us to deliver an extensive range of life-saving therapeutic products and services to governments, medical professionals and patients.

We now offer the broadest range of products in our industry, customised toll manufacturing to blood services throughout our region, and strong client support through our presence in key markets.

CSL Bioplasma has a successful record in toll manufacturing through well-established relationships. with the Australian Red Cross Blood Service, the New Zealand Blood Service and other blood services in our region.

2LB Behring Asia operations are grounded in a long established position as a leading supplier of commercial plasma therapeutics including an extensive portfolio of plasma-derived and recombinant products for the treatment of haemophilia.

In the Southern Hemisphere, CSL Bioplasma is the largest. manufacturer of plasma products and the preferred provider of plasma therapeutics and related services in Australia and important regional markets.

We ensure our products remain at the leading edge of the plasma-derived therapeutics industry by continuing to invest in the development of innovative products and enhancements to our current portfolio.

Melbourne: CSL Bioplasma's Employee Development Manager, Jack Baressi, presented a training workshop on CSL Values for the ZLB Behring team in China during their mid-year sales meeting in Huang Shan.

The ZLB Behring Team in China: Operating out of Guangzhou, Shanghal and Beijing, our ZLB Behring team in China provides chent sales and support services to customers in twelve of China's twenty seven provincial centres. The team is shown nere in Huang Shan at the midyear sales meeting and training workshop.

Major plasma products manufactured by CSL Bioplasma

Coagulation Therapies

Coagulation therapies are used to treat bleeding disorders such as haemophilia and Von Willebrand disease

Biostate®
MonoFix® -VF
Prothrombinex⁷⁴⁴ HT

KOGENATE FS

KOGENATE FS (recombinant
coagulation Factor VIII octacog
alpha). In December2004,
CSL Bioplasma signed a five-year
distribution agreement with
Bayer Australia through which
CSL Bioplasma acquired the exclusive rights to distribute
KOGENATE FS in Australia.

Immunoglobulins

Immunoglobulins are used to modify function of the immune system

Intragam® P
Normal Immunoglobulin
Rh(D) Immunogiobulin
CMV immunogiobulin
Hepatitis B Immunoglobulin
Zoster Immunoglobulin
Tetanus Immunoglobulin

Critical Care Products

Critical care products are used for plasma volume expansion and for replacement of albumin

Albumex^®

Thrombotrol^®

Diagnostic Products

Diagnostic products are used to determine compatibility of donorrecipient blood in transfusion settings

ABO Monocional Reagents. Reagent Red Blood Cells

Our Toll Fractionation Services

CSL Bioplasma performs plasma fractionation for Australia's. National Blood Authority, a role. pivotal to Australia's policy of selfsufficiency. CSL Bioplasma is also the national fractionator for New Zealand, Hong Kong, Malaysia and Singapore.

ZLB Behring Plasma Therapeutics

CSL Bioplasma also markets ZLB Behring's commercial products in Asia through ZLB Behring Asia.

OS Phamnacoulogi

alah sahiji désa di kacamatan di kacamatan di kacamatan di kacamatan di kacamatan di kacamatan di kacamatan di

CSL's new influenza vaccine centre in Melbourne is the only one of its kind in the Southern Hemisphere and Australia's first line of defence against this serious infectious disease.

Expanded and upgraded at a cost of more than \$30 million, the new facility has the capacity to meet. inter-pandemic customer vaccine requirements for both Northern and Southern Hemisphere winters, optimising plant capacity all year round. Should a pandemic occur, CSL is now also well positioned. to produce enough vaccine to protect the entire-Australian population.

CSL is contracted to supply 65% of Federal Government requirements for its national vaccination program against influenza targeting people over 65 and Torres Straight Islanders over 50. This year, CSL also had to make up for a shortfall in vaccine from another supplier, an unexpected but useful capacity test for our expanded manufacturing facilities.

Influenza disease of varying severity occurs every year as a result of minor changes in circulating strains. (know as antigenic shifts) of influenza viruses and waning limmunity in human populations. In epidemic years, many thousands of people around the world die from influenza or complications arising from infection with this disease.

Unlike the minor changes that occur from year. to year in circulating strains of influenza virus, a pandemic virus (the result of an antigenic drift) will be an influenza variant that the population as a whole has not been exposed to previously. According to the World Health Organisation (WHO), influenzal pandemics may be expected to occur three or four times each century. The last in Australia was in 1968.

The WHO undertakes surveillance of influenzal around the world, monitoring disease activity and circulating strains. Health authorities and manufacturers work closely with the WHO to develop the inter-pandemic influenza vaccines required to combat annual outbreaks.

The WHO and other international bodies warn that the threat of an influenza pandemic is both inevitable and imminent. In Australia and throughout the world, research and development work is being carried out so that we can better anticipate and effectively respond to the next influenza pandemic.

Major pharmaceutical products marketed by CSL

For prevention of
Influenza
Pneumococcal infection
Meningococcal C disease
Diphtheria and Tetanus
Tetanus
Hepatitis B infection
Haemophilus influenzae B
Hepatitis A infection
Varicella
Haemophilus Influenzae B
and Hepatitis B infection
Q-Fever
Measles, mumps and rubella

Anti-Infectives	For treatment of:
Flopen ^®	Severe staphylococcal infections
Moxacin®	Bacterial infections
Fucidin*	Bacterial infections
BenPen® –	Bacterial infections
Other products	For treatment of:
Tramal*	Moderate to severe pain
Flomax*	Benign prostatic hyperplasia
Antivenoms	Envenomation
Cervidil*	Complications during childbirth requiring induced labour
Modaviqil*	Excessive daytime sleepiness in narcolepsy
Epi-Pen*	Severe allergic reactions
Daivobet"	Psoriasis
Daivonex"	Psoriasis

ra maranganon
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*See page 120

New Product Development CSL's adjuvant technology being used to produce new vaccines

The new generation of vaccines and immunotherapies being developed by the biopharmaceutical industry to target chronic infectious diseases and cancer require complex immune responses to be effective.

New classes of immunological adjuvants will provide the immune system stimulation necessary to induce these immune responses.

One of the core technologies developed by CSL is our ISCOMATRIX® adjuvant which is now ready for use in the broad commercialisation of a new generation of human vaccines.

Adjuvants enhance or modify the immune response to antigens which are substances (usually proteins). that stimulate the body's immune system to produce antibodies. Bacteria, viruses and allergens are among the most common sources of antigens and cellular responses. Correctly formulated, the ISCOMATRIX* adjuvant forms particles that look like viruses to the immune system. These adjuvant particles can be formulated with specific antigens to produce new and improved vaccines.

A fot of work has been carried out to optimise the manufacturing process for our ISCOMATRIX® adjuvant. and to ensure the technology has both unique activities and potential to be manufactured on an industrial scale. Important for regulatory and partnering reasons, we now also more fully understand how our adjuvant works.

CSL's ISCOMATRIX® adjuvant is combined with specific antigens to produce vaccines. The adjuvanted vaccines will generate potent and durable antibody responses, allow lower doses of antigen to be used to generate the same immune response, and induce cellular (T-cell) immune responses. These T-cell responses are considered necessary to allow development of a new generation of immunotherapeutic products, as opposed to the traditional preventative vaccines on the market today.

CSL has had an important collaboration with Merck & Co. Inc. involving CSE's ISCOMATRIX® adjuvant. Merck has been testing the adjuvant in preclinical experiments. CSL has entered into a broad ISCOMATRIX* license and option agreement with Merck. We will work with Merck across a range of vaccines that address both infectious and non-infectious diseases.

Immunotherapeutic vaccine projects include collaborations with Chiron Corporation to develop an HCV immunotherapeutic, SanofiPasteur on Chlamydia and treatments for cancer with the Ludwig Institute for Cancer Research.

Melbourne: CSL's ISCOMATRIX® adjuvant commercialisation team (left to right) Zita Cunningham (Director of Business Development), Martin Pearse (Program Leader for External Collaborations), Debbie Drare (Program Leader for ISCOMATRIX" adjuvant) and Kate Noonan (Business Development Manager for R&D).

Following a sustained period of research and development, CSL's ISCOMATRIX® adjuitant technology is now being commercialised with a number of major partners to develop a range of new human vaccines.

Major human health projects

Products

Vacune to prevent Coural Canter and Gentral Warts

Melanoma/Turnovi jmmunotherapy

Vaccine to treat Hepatitis Contection

Vsciliw to treet Human Papillomaviruses

Liquid Niles

Weatment of ACS with 18101

Topical Eye Delivery

Cervical Cancer and Genital Warts: human papillomaviruses are associated with a range of clinical manifestations including genital dysplasias, tumours and warts.

Melanoma and turnour immunotherapy: targeting the human immune system to recognise and kill cancer cells is an attractive approach to reduce tumour burden, increase quality of life, and potentially cure patients with various forms of cancer.

Hepatitis C (HCV): a major international public health problem. We are working with scientists at Chiron Corporation to develop an immunotherapeutic to treat patients with chronic HCV infection.

Current Status

Phase III clinical development

Phase II clinical development

Phase 1b clinical development

Clinical development Phase II

Clinical development

Late stage research

CSL's R&D Partners

Corporate

Merck & Co. Inc.

Chiron Corporation

The University of Queensland

Academic

Ludwig Institute for Cancer Research

The University of Queensland

Montreal Heart Institute Flinders University

Liquid N/Kis: our improved products are in clinical testing.

Acute Coronary Syndromes (ACS): reconstituted highdensity lipoprotein (rHDL) may be used to shrink atherosclerotic plaque in the walls of coronary arteries following heart attacks.

Topical Eye Therapy: delivery of biotech treatment for eye disease requires injection into the eye. We are working with collaborators at Flinders Medical Centre to develop topical (eye drops) delivery of biotech ophthalmic therapies.

Clarkwise (from above) Kankakee: Patkaging Operator, Paula
Wishnowski, carries out vial volume and
appearance inspections

Karikakeo: Maintermoce Mechanic, Craig
Runnet, replaces a process tank agitator
motor. Bern: System Specialist, Reto Moser at
work in the IT Computer Centre

1920. gada argamenta a

Chattanooga: 218 Plasma Services
Bromedical Technician, Kaydie Thomas
prepares to perform a medical screening
process

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KATERIKA SERIA

Marburg: Laboratory Technician, Sonja
Beckmann Scheld in the research
Taboratory for coagulation products Tokyo: Takeshi Fujikawa is one of ZLB¹
Behring's sales representatives. Melbourne: CSL Pharmsceutical sales
representative: Nadine Francis.
militaristic component

Our People Building our capability for competitive advantage

On 1 April 2005, the end of the first year of operations of the integrated ZLB Behring was celebrated in King of Prussia, Pennsylvania with the people at ZLB Behring, integration team leaders, the CSL Board and CSL Executive Management.

At this event, CSL Chairman, Peter Wade, recognised the extraordinary efforts that have been made by hundreds of our people to create ZLB Behring. Peter's address was accompanied by the launch of the new orientation. multimedia program which features over 30 employees across the globe sharing their passion about our products and services and their work in the CSL Group.

Building our capability for competitive advantage is essential to enabling execution of business strategies and our success as a global biopharmaceutical company. More than 80% of the CSL Group population of just over 7000 employees are working outside Australia in over 25 countries. Understanding the differing needs of the CSL Group's stakeholders and the regional and local environments in which we work has been enhanced by the rapid development of extensive knowledge networks and acceleration of our learning processes. Global initiatives include the CSL Group Executive Leadership Program, the Quality Managers' annual forum, the Global R&D projects, the Learning and Development Managers network, a new library portal via the shared intranet and the information Services Board, to name a few.

CSL's Individual Performance Management (IPM) process has been implemented in ZLB Behring. Under this process rewards for executives and managers are based on achievement of a mix of company, site specific and individual challenging objectives. This has been designed to support development of a value adding culture and a focus on increased accountability, team working acrossboundaries, devolved decision making and improved communications across the Group.

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High level engagement of people in the CSL Groupis a global priority. CSL's CEO and Managing Director, Brian McNamee and the various business leaders provide our people with a compelling vision and clear strategy at regular meetings in each of the major locations inthe CSL Group. Open feedback about our operations. and recommendations for improvement is actively encouraged. The biannual Global Employee Opinion-Survey to be conducted in November 2005 in eight. languages will enable us to again measure our effectiveness in engaging our people.

It is our continuing task to ensure CSL's business operations are carried out in workplaces that are safe and healthy for our employees, for the community and for the environment.

Health, Safety and Environment

CSL's ability to provide safe and healthy workplaces has been demonstrated in another year in which no significant health, safety or environmental incidents have been reported.

Our employees participate in a wide range of activities through which we maintain and develop safe and healthy workplaces within a framework of clearly defined policies, guidelines and standard operating procedures. Health, Safety and Environment (HS&E) committees provide the forums through which employees and unions are represented and actions initiated.

Developed to comply with international standards, CSL's HS&E management system has been implemented across all our business operations and creates a strongfocus for sustaining our culture of safety. Each site has a nominated HS&E professional, supervisor or manager responsible for maintaining and developing the HS&E system.

In July 2005, CSL's Bioplasma facility at Broadmeadows in Melbourne achieved re-accreditation for Australian Standard AS4801, a recognised and reliable indication of how effectively CSL's health and safety management. systems are being applied. Re-accreditation was carried out by Lloyds Register, an internationally recognised quality and auditing organisation.

CSL complies with the relevant regulations covering the jurisdictions in which we operate. In keeping with company policy and to minimise the potential for environmental impacts, all CSL sites are required to ensure compliance with their local environmental regulations and policies.

OSLS HEALTH SATETY AND
ENVIRONMENT SYSTEMS

1999 - André Maria (André Maria (André Maria (André Maria (André Maria (André Maria (André Maria (André Mari The result of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company o

ZAR DARIE STORE AND RESERVED

For his strong contribution to the profession, Neil Dine, CSL's Director, Corporate Health, Safety, Environment and Security, has become the first member outside the US to receive the award from the American Society of Safety Engineers for "International Safety Professional of the Year".

Elenkonkie dreie (dyplani Berri: Usti Schulch, Mahager, HS&E, Bern Ust Schutch, Manager, HS&E
Tesponds to a file alarm notification
Kankakee: Maintenance Mechanics and
Members of the Emergency Response
Mollema and Ron Fiers conduct a
Mollema and Ron Fiers conduct a
confined space Marburg: 6eft to right) Bjeem Wiesner
Marburg: 6eft to right) Bjeem Wiesner
Kooff (Head of HS&E)
Kooff (Head of HS&E)

Kankakee: Donna O Keefe RN (51588⁾
Manager, Occupational Health) shows
members of the Emergency Response
feam: Andrew URIAn, (1158F Specialist)
and Debra Sassina (Senior Stability
Specialist: Occility Control), how to
ezternai defarmator - Marburg: Sascha Ludwig (Technician)
- gowned up ready to clean the
- cryoprecipitate cutter

CSL's comprehensive health, safety and environment management system
Includes aucht criteria used to measure and monitor performance against Rychnyggelig Griecke Kaylering

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a manazarta da kasa ya katika matsa ya katika matsa ya kasa ya kasa ya katika matsa ya katika matsa ya katika
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management
Working environment
and faillities
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Masic management
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In the early 1990s, James Gerrand (right) contracted
the immune-mediated nerve disorder known as
officient inflammatory demyelinating polyneuropathy
(GDP) for which he receives fortnightly infusions of
GSLs intragam^e P.

The Australian Red Cross Blood Service provides
plasma to CSL Bloplasma to produce intragam® P, an
intraversous immunoglobulin that is vital in the
treatment of CIDP and Guillan-Barre Syndrome (GBS).

James is Director of a group in Victoria (Australia)
that he started in 1992 to support CIDP and GBS
patients, undertake research into the illness, and
promote understanding of the condition.

Get in the Game Fitness

ZLB Benring's strong supposit for patients has brought
about the establishment of such innovative programs as
Choice which offers a compresiensive range of resources
and services designed to nelp families petter manage
the

Margaret Mary Conger (above) is a Chaice Member
Support Representative who helps patients to get the
information and support that they need Janet Reimund
(above top), a Program Specialist in haemophilia, is also
closely in

ZLB Behring initiatives such as Gettin' in the Game are
designed to teach children with bleeding disorders the
value of exercise - from the physical benefits to the
emotional rewards.

in the USA. The National Hemophilia
Foundation and ZLB Behring have
Joined forces to offer an annual
Junior National Championship in
Daseball and golf, another program
to encourage children with bleeding
disorders to get a

Corporate Citizenship in action

Global support for patients living with bleeding disorders

CSL's desire to be an outstanding corporate citizen is integral to our work in making a positive contribution to the lives of patients with serious medical conditions. who use our products. It is also based on our significant research and development programs which aim to extend access to health care for patients with ummet medical needs.

Our strong commitment to the highest standards of corporate citizenship is underpinned by our Values, our Code of Conduct and our associated policy framework. Our people are educated about the way in which CSL's business is conducted through orientation programs as well as specific communication activities. Appropriate demonstration of the Values and Code of Conduct is integral to our performance management system.

Across the world, we contribute to improving the quality of life for patients with haemophilia. We work closely with Health Departments, the Blood Services, regulators, medical groups, patient communities and research and academic institutions to fulfil our ongoing commitment to original medical research and world class standards of patient care, education and support.

In Australia and New Zealand, we support excellence in haemophilia care and education as a Sustaining Patron of the Haemophilia Foundations of Australia and New Zealand, and we are an active supporter. of the Inflammatory Neuropathy Support Group of Victoria Inc. and the Australia New Zealand Intensive Care Society Foundation and Clinical Trials Group.

In Asia, Latin America, the Middle East and Eastern Europe, we work with the haemophilia communities in the annual awarding of the ZLB Behring Grant. This year's grant, 'Simple Things, Great Results', will be awarded to the top three project proposals. submitted based on their likelihood of improving the quality of life of patients with haemophilia and von-Willebrand disease in their local environment.

In the United States, 2LB Behring Choice is a program. that offers resources and services to help families. better manage the daily challenges of living with bleeding disorders.

We make wider contributions to the communities in which we operate through the ongoing development. of relationships with our network of stakeholders. We recognise the interdependence that exists between our company and our customers, our people, our shareholders, our regulators, our suppliers and our communities and the value of aligning our efforts for mutual long term benefit.

Our Values

Superior Performance: We strive to be the best at what we do-
---------------------------------------------------------------	--	--	--	--	--	--	--	--	--	--

Innovation: We seek better ways of doing things

Integrity: We are ethical and honest at all times

Collaboration: We work together to achieve better results

Customer Focus: We seek to understand and meet their needs

The CSL Group

ZLB Behring

Business: Immunoglobulins, Albumin, Coagulation and Wound Healing Therapies, Pulmonary Disease Treatments

1.	King of Prussia	USA	Aciministration. Sales, Distribution
	- Benn	Switzerfand	R&D, Manufacturing, Sales, Distribution
-3	Marburg	Germany	R&D, Manufacturing
4	Kankakee	USA	Manufacturing
5	Ottawa	Canada
6	Mexico City	Mexico
7	Sao Paulo	Brazil
-8	Buenos Aires	Argentina
9	Haywards Heath	UK
10	Leuven	Belgium
$-11$	París	France
12	Lisbon	Portugal
13	Barcelona	Spain	Regional Sales and Distribution
$\overline{14}$	Copenhagen	Denmark
-15	Stockholm	Sweden
16	Hattersheim	Germany
17	Vienna	Austria
18	Milan	ltaly
79	Zurich	Switzerland
20	Kryoneri	Greece
21	Tokyo	Japan	លេចលើ

gional Sales d Distribution

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ZLB Plasma Services

			Business: Plasma Collection and Testing Management Collection
22	Boca Raton	USA	Administration
23	Knoxville	USA	Testing Laboratory
-24	Indianapolis	USA	Logístics Centre
25	Marburg	Germany	EU Administration
-26	Gottingen	Germany	Testing Laboratory
27	Marburg	Germany	Logístics Centre

61 Plasma Collection Centres in the USA + 8 Plasma Collection Centres in Germany.

CSL Limited

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CSL Group Head Office: Melbourne, Australia

	28 Melbourne Australia Administration, R&D,
		Sales, Distribution

			завез, слудирата
29	Sydney	Australia
30	Brisbane	Australia	Sales and
-21	Adelaide	Australia	Distribution
-22	Perrh	Australia

CSL Pharmaceutical

	Business: Vaccines, Anti-infectives, Antivenoms.

		.	.
:33-	Melbourne	Australia	Manufacturing
-34	Auckland	New Zealand	Sales, Distribution

CSL Bioplasma

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Business: Immunoglobulins, Albumin, Coagulation and Wound Healing Therapies, Blood Diagnostics

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. 35	Melbourne	Australia	'' R&D, Manufacturino
			Sales. Distribution
136	Auckland	New Zealand
-37	North Point	Hong Kong
- 38	Beijing	China	Sales and Distribution	۰.,
39	Shanghai	China
40	Guangzhou	China

Controlled Entitles

Controlled Entities continued

CSI IMATED

CSL Limited, based in Melbourne, Australia, is a public company listed on the Australian Stock Exchange and parent company of the CSL Group. The Company manufactures plasma products, human vaccines and antivenoms. Business operations are carried out by CSL Bioplasma (plasma products). and CSL Pharmaceutical.

CSL (New Zealand) Limited in Auckland is the New Zealand marketing arm for our CSL Bioplasma and CSL Pharmaceutical businesses.

Cervax Pty Ltd was formed for a specific research and development project.

Iscotec AB has technology to enhance the immune response to vaccines.

CSL International Pty Ltd is a holding company for the international operations of the CSL Group.

MA888 SEP is a partnership formed to allow CSL access to benefits arising from commercialisation of the MA888 patent for recombinant Factor VIII.

CSL Finance Pty Ltd raises debt funding for the CSL Group.

ZLB Behring Asia Pacific Ltd, ZLB Behring SA and ZLB Behring UK Limited are sales and marketing companies for plasma products manufactured by ZLB Behring.

ZLB Behring Holdings Ltd holds product licences for ZLB Behring.

CSL Denmark ApS is a holding company for certain European subsidiaries of the CSL Group.

CSL UK Holdings Limited is a holding company for certain UK operations of the CSL Group.

ZLB Behring AG manufactures plasma products in Bern, Switzerland.

ZLB Bioplasma UK Limited is a dormant company.

ZLB GmbH holds certain plasma products licences.

ZLB Holdings Inc. is the holding company for ZLB Behring LLC (see details this page).

ZLB Behring Holdings GmbH is a holding company for ZLB Behring Holdings KG (see details this page).

ZLB HOLDINGS INC.

ZLB Holdings Inc. and ZLB Bioplasma HK Limited are holding companies for ZLB Behring LLC.

ZLB Behring LLC manufactures products in Kankakee, Illinois and owns the following sales and marketing operations: ZLB Behring Brazil Ltda (Sao Paulo - Brazil), ZLB Behring KK (Tokyo - Japan), ZLB Behring SA de CV (Mexico City - Mexico), ZLB Behring SA (Paris - France) and ZLB Behring Canada Inc. (Ottowa - Canada).

Business operations also include ZLB Pharma GmbH, holding German product licences, ZLB Sales Force Inc. which employs the US sales force, and ZLB Foundation, a charitable foundation.

ZLB Bioplasma Inc. owns and operates ZLB Plasma Services in the US.

ZLB BEHRING HOLDINGS GMBH

ZLB Behring Holdings GmbH is a holding company for ZLB Behring Holdings KG.

ZLB Behring Holdings KG, a holding company for the European businesses of 2LB Behring, includes the following sales and marketing operations: ZLB Behring (Schweiz) AG (Zurich - Switzerland), ZLB Behring SpA (Milan - Italy). ZLB Behring SA (Barcelona – Spain), ZLB Behring Lda (Lisbon – Portugal), ZLB Behring GmbH (Vienna - Austria), ZLB Behring NV (Brussels - Belgium), ZLB Behring AB (Stockholm - Sweden), and ZLB Behring MEPE. (Kryoneri – Greece).

Company operations also include ZLB Behring GmbH, a plasma products manufacturer in Marburg, Germany and ZLB Plasma Services GmbH, a plasma collection business in Germany.

MACUITIVA Management Group

DI SERIA SANTA

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a a shekara

a katalog a katalog katalog katalog atau na katalog atau na katalog atau na katalog atau na katalog atau na ka
Tanah katalog atau na katalog atau na katalog atau na katalog atau na katalog atau na katalog atau na katalog

an Baringa

Directors' Profiles

Peter H Wade, FCPA, FAICD - (age 71) Finance, Management (resident in Victoria). Chairman

Mr Wade was elected to the CSL Board in 1994 and became Chairman in 1999. He had previously served CSL as a Commissioner and Director from 1985 to 1993 including a period as Acting Chairman during 1988. Mr Wade was formerly a Director of Tabcorp Holdings Limited and Managing Director, North Limited.

Brian A McNamee, MB, BS, FAICD - (age 48)

Pharmaceutical Industry, Medicine (resident in Victoria). Chief Executive Officer and Managing Director

Dr McNamee was appointed to the CSL Board in 1990. and is the Chief Executive Officer and Managing Director. He is a Director of the Peter MacCallum Cancer Foundation. Ltd and Gen-Probe Inc, a US company. Dr McNamee completed Bachelor of Medicine and Bachelor of Surgery Degrees at the University of Melbourne in 1979. Before taking up his present position. Dr McNamee was Managing Director and Chief Executive of Pacific Biotechnology Limited in Sydney, NSW (1988-89), General Manager, Faulding Product Divisions, F & Faulding & Co Limited, Adelaide, South Australia (1984-87), and International Product. Manager, Dr Madaus & Co, based in Cologne, West Germany (1982-84).

Artoni M Cipa, B.Bus (Acc), Grad.Dip (Acc), CPA, ACIS - $(aqe 50)$

Fimance (resident in Victoria). Finance Director

Mr Cipa was appointed to the CSL Board as Finance Director in August 2000. Mr Cipa commenced his employment. at CSL in 1990 as Finance Manager. He was instrumental in the float of the Company in 1994 at which time he was appointed Chief Financial Officer. Prior to joining CSL, Mr Cipa was employed at large public companies where he had significant exposure to mergers and acquisitions.

John Akehurst, MA (Oxon), FIMechE - (age 56) Engineering, Management

(resident in Western Australia).

Mr Akehurst was appointed to the CSL Board in April 2004. After graduating in Engineering from Oxford University, he has had 30 years' experience in the international hydrocarbon industry, most recently as Managing Director. and CEO of Woodside Petroleum Ltd. Prior to this, he held a number of engineering and management positions with the Royal Dutch/Shell Group of Companies.

Mr Akehurst is Chairman of Indigo Energy Ltd, a Director of Biostarch Technologies Ltd and a former Director of Oil Search Limited. Mr Akeburst is also a Director of the University of Western Australia Business School and of Youth Focus, a charitable organisation dedicated to the prevention. of youth suicide. Mr Akehurst is a Member of the Human-Resources Committee.

Elizabeth A Alexander, AM, BCom, FCPA, FCA, FAICD -(age 62)

Accounting (resident in Victoria).

Miss Alexander was appointed to the CSL Board in July. 1991. She is a Director of Amcor Limited and Boral Limited. She is a Member of the Takeovers Pane), a Member of the Financial Reporting Council and past National President of the Australian Society of Certified Practising Accountants and of the Australian Institute of Company Directors. She is Chairman of the Board of Advice to the Salvation Army (Southern Command) and is Deputy Chairman of the Winston Churchill Fellowship Trust. Miss Alexander is Chairman of the Audit and Risk Management Committee.

lan A Renard, BA, LLM, FAICD - (age 59) Law (resident in Victoria).

Mr Renard was appointed to the CSL Board in August 1998. For many years he practised in company and commercial law. He is a Director of Newcrest Mining Limited, Hillview. Quarries Pty Ltd, SP Australia Networks (Distribution) Pty Ltd and SP Australia Networks (Transmission) Pty Ltd. Mr Renard is Chancellor of the University of Melbourne. Mr Renard is a Member of the Audit and Risk Management Committee.

Maurice A Renshaw, B.Pharm. - (age 58) International Pharmaceutical Industry tresident in NSW).

Mr Renshaw was appointed to the CSL Board in July 2004. Formerly, he was Vice-President of Pfizer Inc. Executive Vice-President, Pfizer Consumer Group and President of Pfizer Consumer Healthcare Division. Prior to his positions in Pfizer. Mr Renshaw was Vice-President of Warner Lambert Co and President of Parke-Davis US. Mr Renshaw has had more than thirty years experience in the international pharmaceutical industry. Mr Renshaw is a Member of the Audit and Risk Management Committee.

Kenneth J Roberts, AM, FRACP (Hon), BEc, FCPA, FAIM, FAICD. - (age 67)

International Pharmaceutical Industry. Management, Marketing, Human Resources (resident in NSW)

Mr Roberts was appointed to the CSL Board in February 1996. Formerly, be was Chairman and Managing Directorof Welcome Australasia and Director of Marketing Development for the Wellcome worldwide group.

Mr Roberts is Chairman of the Royal Australasian College. of Physicians Research and Education Foundation and Start-up Australia Pty Ltd. He is also Chairman of the Boards of the Australian Genome Research Facility Ltd and the Australian Phenomics Facility and Deputy Chairman of IMB. Com Pty Ltd, the University of Queensland's biotechnology transfer company. Mr Roberts is Chairman of the Human-Resources Committee.

Arthur C Webster, BVSc, DipBact (Lond) - (age 61) Animal Health Industry, Commerce (resident in NSW).

Dr Webster was appointed to the CSL Board in March. 1998. He is Chairman of four private Australian companies. He is a Council Member of both the Postgraduate Foundation in Veterinary Science and the Veterinary Science Foundation, University of Sydney. Dr Webster was formerly Technical Director then Managing Director of the asimal health company, Cyanamid Webster Pty Ltd, and a Member of the Board of Governors, University of Western-Sydney, Dr Webster is a Member of the Human-Resources Committee.

Peter R Turvey, BA/LLB, MAICD Company Secretary

Sharehionaddon

CSL Limited Issued Capital: Ordinary shares: 188,272,370 as at 30 June 2005

Details of Incorporation

CSL's activities were carried on within the Commonwealth Department of Health until the Commonwealth Serum Laboratories Commission was formed as a statutory corporation under the Commonwealth Serum Laboratories Act 1961 (Cth) [the CSL Act] on 2 November 1961. On 1 April 1991, the Corporation was converted to a public company limited by shares under the Corporations Law of the Australian Capital Territory and it was renamed Commonwealth Serum Laboratories Limited. These changes were brought into effect by the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990 (Cth). On 7 October 1991, the name of the Company was changed to CSL Limited. The Commonwealth divested all of its shares by public float on 3 June 1994.

The CSL Sale Act 1993 (Cth) amends the CSL Act to impose certain restrictions on the voting rights of persons having significant foreign shareholdings, and certain restrictions on the Company itself.

CSL ordinary shares have been traded on the Australian Stock Exchange since 30 May 1994. Melbourne is the Home Exchange.

Substantial Shareholders

. . . . . . . . . . . . . . . . . . . .

See page 35 of this Annual Report.

Voting Rights

At a general meeting, subject to restrictions imposed on significant foreign shareholders and some other minor exceptions, on a show of hands each shareholder present has one vote. On a poll, each shareholder present has one vote for each fully paid share held in person or by proxy.

In accordance with the CSL Act, CSL's Constitution provides that the votes attaching to significant foreign shareholdings are not to be counted when they pertain to the appointment, removal or replacement of more than one-third of the directors of CSL who hold office at any particular time. A significant foreign shareholding is one where a foreign person has a relevant interest in 5% or more of CSL's voting shares.

Significant Foreign Shareholdings

The Fidelity Investment Group is designated a significant foreign shareholder under the provisions of CSL's Constitution.

Distribution of Shareholdings as at 30 June 2005
Range	Holders	Shares	% total Shares
1 - 000	30.645	14 262 222	$1 + 1$
1001-4300	16.794	33235021	1/68
5001 10000	896	6.037.956	3.21
10.001 100.000	-391	9299.847	494
100.001 and over	.62	125.447.328	0663
Total Shareholders	48.988	188.272.370	100.00
Number of shareholders with less than
a marketable parter of 15 shares
(based on the share price of 30 June 2005)?	681	5.62

Shareholder Information

. . . . . . . . . . . . . . . . . . .

CSL's Twenty Largest Shareholders as at 30 June 2005 Shareholder Account Shares %Total Shares Chase Mantatran Nominees Limited 32,422,791 $1/22$ 8. I $\sum_{i=1}^n$ Westpac Custodian Nominees Limited 24316.413 $12.92$ 3 National Nominees Unitréd 21.950.314 $11.66$ Ciricord Nominees Pty Limited .
3 Ib Á $1454021$ 5 Queensland investment Corporation 6,218,661 z 201 ANZ Nominees Limited $4.221.439$ 6. Cash Income A/c $2.25$ Cogent Nominees Pty Limited 2950.115 í. $157$ $\mathcal{B}^{\mathcal{C}}$ AMP Life Limited $2222364$ Tab. 9 Citicorp Norminees Pty Limited CFS WSLE Imputation Fund A/c 2,175,305 148 10 ANZ Nominees Limited 2018.237 $1/10$ 11 Citicorp Nominees Pty Limited CES Imputation Fund Are $1,444448$ $0f$ 12 HSBC Custody Nominees (Australia) Uniited - GSI ECSA $1.775921$ $0/0$ 13 AG Normnees Pty Limited 1000453 $0.99$ 14 HSBC Custody Nominees (Australia) Eimited 1,087,332 $0.66$ 15 Conset Northees Pty Urnited SMP Accounts 976,204 $0.52$ 16 HSBC Custody Nominees (Australia) Limited - GSCO ECSA 914995 $0.49$ 17 Westpac Financial Services Limited 044 C/- Westpac Custodian Nominees Emited 831.42 18 Perpetual Trustee Company Ltd. 663 12 $0.45$ 19 Government Superannuation Office A/c State Super Fund C/- National Nominees Emited: 639,302 0.34 20 UBS Private Chemis Australia Nominees Pty Ltd $555.024$ $0.30$ In addition, at the date of this Report substantial shareholding notices have been received from: Fidelity Management Research Company and Fidelity International Limited 13,159,739 6.95

Satangary ng mga manakatalo ng panag

**************************************

Share Registry

Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street Abbotsford VIC 3067 Postal Address: GPO Box 2975 Melbourne VIC 3001

Enquiries within Australia: 1800 646 882 Enquiries outside Australia: 61 3 9415 4000 Investor enquiries facsimile: 61 3 9473 2500 Website: www.computershare.com.au Email: [email protected]

Shareholders with inquiries should telephone or write to the Share Registry at the above address.

Separate shareholdings may be consolidated by advice to the Share Registry in writing.

Change of address should be notified to the Share Registry in writing without delay. Shareholders who are broker sponsored on the CHESS sub-register must notify their sponsoring broker of a change of address.

Direct payment of dividends into a nominated account may be arranged with the Share Registry. Shareholders are encouraged to use this option by writing to the Share Registry with particulars.

The Annual Report is produced for your information. However, should you receive more than one or wish to be removed from the mailing list for the Annual Report, please advise the Share Registry. You will continue to receive Notices of Meeting and Proxy.

The Annual General Meeting will be held at the Function Centre, National Tennis Centre, Melbourne Park, Batman Avenue, Melbourne at 10:00am on Wednesday 12 October 2005. There is a public car park adjacent to the Function Centre which will be available to shareholders. at no charge.

Help us to help the environment with eTree

Register your email address at www.efree.com.au/csl to receive your Annual Report and other shareholder communications electronically, eTree is a Computershare. initiative with Landcare Australia providing an environmental incentive for electing to receive shareholder. communications electronically to save paper and help preserve the environment. For every email address registered to a validated shareholding, CSL will donate up to two dollars directly to Landcare Australia to help a fandscape restoration project in the State or Territory where you live.

To find out more about eTree visit. http://www.eTree.com.au/csl

You will need your shareholder reference number (SRN) or Holder Identification Number (HIN) to register.

Shareholders as at 30 June 2005
Burnston (Barnston)	Shareholders	Shares
Australian Capital Territory	2.012	1.064.365
New South Wates	12016	90/14/29
Nothern lentory	143	110.545
Queensland	6869	33 863.223
South Australia	3.025	3828.891
Jasmania	(03)	11.486
Mistoria.	206/1	18.114052
Western Australia Martin Martin Martin Martin Martin Martin Martin Martin Martin Martin Martin Martin Martin Martin Martin Mar	3.092	3.318.812
International Shareholders	1.381	1,314,263
Total Shareholders	48.988	188.272.370

Gono fallo de la via fallo.

This statement outlines the Company's principal corporate governance practices in place during the year.

1. THE BOARD OF DIRECTORS

1.1 The Board Charter

The Board has a formal charter documenting its membership, operating procedures and the apportionment of responsibilities between the Board and management.

The Board is responsible for oversight of the management of the Company and providing strategic direction. It monitors operational and financial performance, human resources policies and practices and approves the Company's budgets and business plans. It is also responsible for overseeing the Company's risk management, financial reporting and compliance framework.

The Board has delegated the day-to-day management of the Company, and the implementation of approved business plans and strategies to the Managing Director, who in turn may further delegate to senior management. In addition, a detailed authorisations policy sets out the decision-making powers which may be exercised at various levels of management.

The Board has delegated specific authority to four Board committees that assist it in discharging its responsibilities by examining various issues and making recommendations to the Board. Those committees are the Audit and Risk Management Committee, the Human Resources Committee, the Nomination Committee and the Securities and Market Disclosure Committee. Each committee is governed by a charter setting out its composition and responsibilities. A description of each committee and their responsibilities is set out below. The Board also delegates specific responsibilities to ad hoc committees from time to time.

The Board charter sets quidelines as to the desired term of service of non-executive directors. Board appointees should be available to serve for at least eight years. Prior to re-election the Board must review the performance of such director. In the event that such performance is considered less than adequate, the Board may decide that it will not support the re-election of such director.

Directors are entitled to access independent professional advice at the Company's expense to assist them in fulfilling their responsibilities. To do so, a director must first obtain the approval of the Chairperson. The director should inform the Chairperson of the reason for seeking the advice, the name of the person from whom the advice is to be sought, and the estimated cost of the advice. Professional advice obtained in this way is made available to the whole Board.

1.2 Composition of the Board

Throughout the year there were either eight or nine directors on the Board. (Mr Maurice Renshaw was appointed to the Board shortly after the start of the financial year in July 2004). Two of the Directors - the Managing Director and the Finance Director - are executive directors. The Board charter provides that a majority of directors should be independent. No director acts as a nominee or representative of any particular shareholder. A profile of each current director, including details of their skills, expertise, relevant experience, term of office and Board committee memberships can be found on pages 32 and 33.

The Chairman of the Board is an independent, non-executive director. He is responsible for leadership of the Board, for ensuring that the Board functions effectively, and for communicating the views of the Board to the public. The Chairman sets the agenda for Board meetings and manages their conduct and facilitates open and constructive communication between the Board, management, and the public.

Corporate Governance continued

1.3 Independence

The Board has determined that all of its non-executive directors are independent, and were independent for the duration of the reporting period.

All CSL directors are aware of, and adhere to, their obligation under the Corporations Act 2001 to disclose to the Board any interests or relationships that they or any associate of theirs may have in a matter that relates to the affairs of the Company, and any other matter that may affect their independence. As required by law, details of related party dealings are set out in full in note 27 to the Company's financial statements. All directors have agreed to give the company notice of changes to their relevant interests in Company shares within five days to enable both them and the Company to comply with the Australian Stock Exchange (ASX) Listing Rules. If a potential conflict of interests exists on a matter before the Board then (unless the remaining directors determine otherwise), the director concerned does not receive the relevant briefing papers, and takes no part in the Board's consideration of the matter nor exercises any influence over other members of the Board.

In addition to considering issues that may arise from disclosure by directors from time to time under these obligations, the Board makes an annual assessment. of each non-executive director to determine whether it considers the director to be independent. The Board considers that an independent director is a director who is independent of management and free of any business or other relationship that could, or could reasonably be perceived to, materially interfere with the exercise of their unfettered and independent judgment.

Information about any such interests or relationships, including any related financial or other details, is assessed by the Board to determine whether the relationship could, or could reasonably be perceived to, materially interfere with the exercise of a director's unfettered and independent judgment. As part of this process the Board takes into account a range of relevant matters including:

information contained in specific disclosures made by directors pursuant to their obligations under the Board charter and the Corporations Act;

any past employment relationship between the director and the Company;

any shareholding the director or any of his or her associates may have in the Company;

any association or former association the director may have with a professional adviser or consultant to the Company;

any other related party transactions whether as a. supplier or customer of the Company or as party to a contract with the Company other than as a director of the Company.

$\geq$

any other directorships held by the director; and

any family or other relationships a director may have with another person having a relevant relationship or interest.

In determining whether an interest or relationship is considered to interfere with a director's independence, the Board has regard to the materiality of the interest or relationship. For this purpose, the Board adopts a conservative approach to materiality consistent with Australian accounting standards. If a director has a current or former association with a supplier, professional adviser or consultant to the CSL Group, that supplier, adviser or consultant will be considered material:

from the Company's point of view, if the annual amount payable by the CSL Group to the supplier, adviser or consultant exceeds 5% of the consolidated expenses of the CSL Group; and

from the director's point of view, if that amount exceeds 5% of the supplier's, adviser's or consultant's total revenues.

Similarly, a customer of the CSL Group would be considered material for this purpose from the Company's point of view if the annual amount received by the CSL Group from the customer exceeds 5% of the consolidated revenue of the CSL Group, and from the director's point of view if that amount exceeds 5% of the customer's total expenses.

In addition to assessing the relationship in a quantitative sense, the Board also considers qualitative factors, such as the nature of the goods or services supplied, the period since the director ceased to be associated and their general subjective assessment of the director.

The Board notes that Elizabeth Alexander is a former partner of PricewaterhouseCoopers and Ian Renard is a former consultant to Allens Arthur Robinson, with both professional service firms providing professional advice to the Company during the financial year. In each case, the Board determined (applying the above criteria) that the director was independent despite those former relationships. In each case, the relationship was regarded as immaterial from both the Company's and the professional service firm's point of view using the above quantitative criteria and, in any event, the Board's general subjective assessment of each director was that the Company's relationship with the professional service firm did not prejudice the director's ability to act independently and in the best interests of the Company.

1.4 Nomination Committee

The functions and responsibilities of the Nomination Committee are documented in a formal charter approved by the Board. Currently all members of the Board sit as the Nomination Committee, and the Committee is chaired by the Board Chairperson.

The Committee is responsible for reviewing the Board's membership and making recommendations on any new appointments. The Committee is also responsible for:

setting and following the procedure for the selection of new directors for nomination;
conducting regular reviews of the Board's succession plans to enable it to maintain an appropriate mix. of skills and experience:
regularly reviewing the membership of Board committees; and
conducting annual performance reviews of the Board, individual directors, and the Board committees.

Information about meetings held during the year, and individual directors' attendance at these meetings, can be found on page 44 of the Directors' Report attached to the financial report.

1.5 Director Appointments

Mr Maurice Renshaw was the only new director appointed to the Board during the financial year and, in accordance with the Company's Constitution, he was elected at the 2004 annual general meeting. Miss Elizabeth Alexander and Mr Tony Cipa were each reelected as directors at the 2004 annual general meeting.

Before their nomination for election or re-election, it is the Company's policy to ask directors to acknowledge to the Board that they have sufficient time to meet the Company's expectations of them. The Board requires that all of its members devote the time necessary to ensure that their contribution to the Company is of the highest possible quality. The Board charter sets out procedures for the removal of a director whose contribution is found to be inadequate.

1.6 Performance Evaluation

As mentioned above, the Board (as the Nomination Committee) meets annually to review its own a performance. The Chairperson also holds discussions with individual directors to facilitate peer review. The non-executive directors are responsible for evaluating the performance of the Managing Director, who in turn evaluates the performance of all other senior executives. These evaluations are based on specific criteria including the Company's business performance, whether the long term strategic objectives are being achieved and the achievement of individual performance objectives.

In addition to the briefing papers, agenda and related information regularly supplied to directors, the Board has an ongoing education program designed to give directors. further insight into the operation of the Company's business. As part of this program, directors have the opportunity to visit Company facilities and attend meetings and information sessions with employees.

Corporate Governance continued

2. AUDIT AND RISK MANAGEMENT

2.1 Integrity in Financial Reporting and Regulatory Compliance

The Board is committed to ensuring the integrity and quality of its financial reporting, risk management and compliance systems.

Prior to giving their director's declaration in respect of the annual and half-year financial statements, the Board requires the Managing Director and the Finance Director to sign written declarations to the Board that:

The relevant financial statements present a true and fair view, in all material respects, of the Company's financial condition and operational results, and are in accordance with relevant accounting standards; and
The declaration is founded on a sound and functioning system of risk management and internal compliance which implements the applicable policies of the Board and which operated efficiently and effectively in all material respects during the applicable period.

2.2 Audit and Risk Management Committee

The Audit and Risk Management Committee is responsible for assisting the Board in fulfilling its financial reporting, risk management and compliance responsibilities. The functions and responsibilities of the Committee are set out in a charter. Broadly, the Committee is responsible for:

overseeing the Company's system of financial reporting and safeguarding its integrity;
overseeing risk management and compliance. systems and internal control framework;
monitoring the activities and effectiveness of the internal audit function;
monitoring the activities and performance of the external auditor and coordinating its operation with the internal audit function; and
providing full reports to the Board on all matters relevant to the Committee's responsibilities.
The roles and responsibilities of the Committee are reviewed annually.

The Committee currently comprises three independent non-executive directors. Details of the Committee's current members, including their qualifications and experience, are set out in the directors' profiles on pages

32 and 33. The Committee charter provides that a majority of the Committee must be independent directors, and that the Committee Chair must be an independent director who is not also Chairperson of the Board. Executive directors may not be members of the Committee. Members are chosen having regard to their qualifications and training to ensure that each is capable of considering and contributing to the matters for which the Committee is responsible.

The Committee meets at least four times a year, and senior executives and internal and external auditors frequently attend meetings on invitation by the Committee. The Committee holds regular meetings with both the internal and external auditors without management or executive directors present. The Board Chairperson may also attend meetings of the Committee. in an ex officio capacity. Details of Committee meetings held during the year and individual directors' attendance at these meetings can be found on page 44 of the Directors' Report attached to the financial report.

A Risk Management Committee of responsible executives reports to the Audit and Risk Management Committee on a quarterly basis. Its task is to quantify and manage certain business risks, including those relating to 3 operating systems, the environment, health and safety, product liability, physical assets, security, disaster recovery, risk financing and compliance. Risk assessment and management policies are reviewed periodically.

2.3 External Auditor

One of the chief functions of the Audit and Risk Management Committee is to review and monitor the performance and independence of the external auditor. The Company's external auditor for the financial year was Ernst & Young, who were appointed by shareholders at the 2002 annual general meeting. A description of the procedure followed in appointing Ernst & Young is set out in the notice of the 2002 annual general meeting.

The Committee has established guidelines to ensure the independence of the external auditor. The external audit partner is to be rotated at least every five years, and the auditor is required to make an independence declaration annually. Information about the total remuneration of the external auditor, including details of remuneration for any non-audit services, can be found on page 93 of the financial report.

The Committee is satisfied that the provision of those non-audit services by the external auditor was consistent with auditor independence.

It is the Company's policy to request that the auditor attend each annual general meeting to be available to answer questions from shareholders.

$3.$ REMUNERATION POLICIES

Detail on the Company's remuneration policies and practices (including details of the Human Resources Committee of the Board, remuneration of directors and senior executives of the consolidated entity and the Company, and details of the Company's employee share, option and performance rights plans) are set out in the Remuneration Report on pages 46 to 60 of this report.

4. MARKET DISCLOSURE

4.1 Summary of Continuous Disclosure Policy

The Board has approved a continuous disclosure policy designed to facilitate the Company's compliance with its obligations under the Australian Stock Exchange (ASX) Listing Rules. The policy:

gives guidance as to the types of information that may require disclosure, including examples of practical application of the rules;
.
gives practical guidance for dealing with market analysts and the media;
identifies the correct channels for passing on potentially market-sensitive information as soon as it comes to hand;
establishes regular occasions at which senior executives and directors are actively prompted to. consider whether there is any potentially marketsensitive information which may require disclosure; and
allocates responsibility for approving the substance and form of any public disclosure and communications with investors.

4.2 Securities and Market Disclosure Committee

The Board has delegated authority to a Securities and Market Disclosure Committee, which has a formal charter. The Committee is designed to be convened at short notice to enable the Company to comply with continuous disclosure obligations and securities related. issues. It comprises a minimum of any two directors, one of whom must be an independent director.

The Committee has authority to:

approve the form and substance of any disclosure to be made by the Company to the ASX in fulfilment of its continuous disclosure obligations;
approve the allotment and issue, and registration of transfers of securities;
make determinations on matters relating to the location of the share register; and
effect compliance with other formalities which may be urgently required in relation to matters affecting the share capital.

4.3 Shareholder Communication

In addition to its formal disclosure obligations under the ASX Listing Rules, the Board uses a number of additional means of communicating with shareholders. These include:

the half-year and annual report; ⊳
posting media releases, public announcements, notices of general meetings and voting results, and other investor related information on the Company's website;
annual general meetings, including webcasting which permits shareholders worldwide to view proceedings.

The Company has a dedicated corporate governance page on the Company's website which supplements the communication to shareholders in the annual report regarding the Company's corporate governance policies and practices. That web page also contains copies of many of the Company's governance-related documents, policies and information.

The Board is committed to monitoring ongoing developments that may enhance communication with shareholders, including technological developments, regulatory changes and the continuing development. of "best practice" in the market, and to implementing changes to the Company's communications strategies whenever reasonably practicable to reflect any such developments.

Corporate Governance continued

5. SECURITES TRADING POLICY

By promoting director and employee ownership of shares, the Board hopes to encourage directors and employees to become long-term holders of Company securities, aligning their interests with those of the Company. It does not condone short-term or speculative trading in its securities by directors and employees. The Company has a comprehensive securities trading policy which applies to all directors and employees. The policy aims to inform directors and employees of the law relating to insider trading, and provide them with practical guidance for avoiding unlawful transactions in Company securities.

As a basic principle, the policy states that directors and employees should not buy or sell securities in the Company when they are in possession of price sensitive information which is not generally available to the market. The policy identifies trading 'windows' during which, subject to the blanket rule, it is safest to trade in Company securities. Directors and employees are reminded that procuring others to trade in Company securities when in possession of price sensitive information is also a breach of the law and the securities trading policy. Acquisitions of securities under the employee share and option plans are exempt from the prohibition under the Corporations Act 2001.

A procedure of internal disclosure applies to directors and employees wishing to buy or sell Company securities or exercise options over Company shares. Directors and employees are forbidden from making such transactions without the prior approval of the Chairperson (in the case of directors) or the Company Secretary (in the case of employees). Directors also have specific disclosure obligations under the Corporations Act 2001. and the corresponding ASX Listing Rules.

ETHICAL STANDARDS

In 2002, the Company set out to identify a set of values common to the diverse business units that form the CSL Group. This process resulted in the adoption of the CSL Group Values, intended to set a foundation for working across the organisation and serve as a tool in decision-making. These values are superior performance, innovation, integrity, collaboration and customer focus.

The Board has also adopted a Corporate Code of Conduct (the Code) outlining its commitment to ethical conduct. The Code sets out principles of conduct derived from the Group Values. The Code includes:

a commitment to conducting its business with the utmost integrity by complying with laws and regulations in all countries in which the Company operates, and by fulfilling all of its responsibilities. to shareholders and the financial community.

rules guiding employees and directors towards ethical decisions in situations of potential conflict of interest, political involvement, bribery and financial inducements;

workplace relations principles regarded by the Company as fundamental, including mutual respect, anti-discrimination and freedom of association;

commitment to adherence to health and safety standards, both of products, through compliance with manufacturing and other best practice standards, and in the provision of safe employee work environments;

practices for responsible environmental management;

guidance for beneficial interactive relationships with the communities in which CSL operates and collaboration throughout the organisation.

The Company expects that its contractors will comply not only with the laws of the countries in which they operate, but also with internationally accepted best practice. It therefore expects that contractors also observe the principles set out in the Code of Conduct.

In furtherance of the Code, the Company has adopted a whistleblower policy which outlines the Company's commitment to ensuring that employees are able to raise concerns regarding any illegal conduct or malpractice without being subject to victimisation, harassment or discriminatory treatment, and to have such concerns. properly investigated. This Serious Complaints Policy sets out the mechanism by which staff, contractors and consultants can confidently, and anonymously if they wish, voice concerns in a responsible manner without fear of discriminatory treatment.

Tanah di Kabupatén Bandaran ZOO ADO OS

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E 21 E 31 A 31 E 32 A 32 A 33 A 34 A 55 A 56
Statement of Jinandal Performance
Seronia kelahirna masjida
Seronjan peru peru
Notes to and forming part of the Financial Statements
DIREKCIA DESERTATOR	Þ.
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Directors' Report

The Board of Directors of CSL Limited has pleasure in submittingthe statement of financial position of the Company and of the consolidated entity at 30 June 2005, and the related statement of financial performance and statement of cash flows for the year then ended, and reports as follows:

1. Directors.

The Directors of the Company in office during the financial year and until the date of this report are as follows:

Mr P H Wade (Chairman)
Dr B A McNamee (Managing Director)
Mr. J Akehurst
Miss E.A Alexander, AM
Mr. A M Cípa
Mr.LA Renard
Mr M A Renshaw (appointed July 2004)
Mr. K. J. Roberts, AM
Dr. A C. Webster
Particulars of the directors' qualifications, experience, all
directorships of public companies held for the past three
years, special responsibilities, ages and the period for which each has been a director are set out in the Directors' Profiles
section of the Annual Report.

2. Company Secretary

The company secretary is Mr P R Turvey, BA/LLB, MAICD. Mr Turvey was appointed to the position of company secretary in 1998 having joined the Company in 1992. Before joining CSL Limited he held the role of Company Secretary for five years with Biotech Australia Pty Ltd. Mr E H Bailey, B.Com/LLB, is Assistant Company Secretary and was appointed in 2001 having joined the Company in 2000. Before joining the Company he was a Senior Associate. with Arthur Robinson & Hedderwicks.

3. Directors' Meetings

During the year, the Board held 10 meetings. The Audit and Risk Management Committee met four times and the Human Resources Committee met five times. The Nomination Committee comprises the full Board and meets in conjunction. with Board Meetings. The Securities and Market Disclosure Committee met 15 times and comprises at least any two Directors, one of whom must be a non-executive director.

The attendances of directors at meetings of the Board and its Committees were:

	Board of Directors		Management Committee		Market Distinage Committee	¹¹ Human Respurces Committee
	Attended	Maximum	Attended	Maxemen	Attended	Attentied	Maximum
[P.H Wade]
"B A McNartiee
J Akehurst
E.A Alexander
A M Cipa.
I A Renard
M.A Renshaw
K.J. Roberts
A C Webster

³ Attended for at least part in ex officio capacity

² Attended for at least part by invitation

continued

Principal Activities 4.

The principal activities of the consolidated entity during the financial year were the research, development, manufacture, marketing and distribution of biopharmaceutical and allied products. During the year the consolidated entity sold its cell culture business, JRH Biosciences, to Sigma-Aldrich Corporation.

Cperating Results. S.

The profit of the consolidated entity for the financial year, after providing for income tax, amounted to \$546.5 million. This represents a 149% increase on the 2003-2004 result of \$219.6 million. Underlying net profit after tax was \$316.7 million an increase of 103% over the previous year after adjusting for goodwill and the sale and operating contributions of JRH Biosciences and the Animal Health Division in 2004 and 2005. Net profit after tax including goodwill amortisation but before the sale of JRH Biosciences was \$297 million. Sales revenue was \$2.75 billion which was up 67% on the previous year. Research and development. expenditure was \$146m which was up 44% on the previous year. Net operating cash flow was \$568 million which was up 174% on the previous year.

& Dividends

The following dividends have been paid or declared since. the end of the preceding financial year.

2003-2004 A final dividend for the year ended 30 June, 2004, of 26 cents per ordinary share, fully franked at 30%, was paid on 8 October, 2004, out of profits for that year as declared by the Directors in last year's Directors' Report.

2004-2005 An interim dividend on ordinary shares of 17 cents per share, fully franked at 30%, was paid on 15 April 2005. The Directors of the Company have declared a final. dividend of 30 cents per ordinary share, fully franked and a special dividend of 10 cents per ordinary share franked to 1.78 cents per ordinary share for the year ended 30 June 2005, to be paid out of profits for that year.

In accordance with determinations by the Directors, the Company's dividend reinvestment plan remains suspended.

Total dividends for the 2004-2005 year are:

On Ordinary shares 1980 - PASSA

- Interim fully franked dividend.
paid 15 April 2005	33,701.
Final dividend
payable on 10 October 2005	73.538 .

7. Review of Operations.

The most significant activity during the year has been the implementation of a complex integration plan to merge the Aventis Behring business acquired in the previous year with ZLB Bioplasma. ZLB Behring, the new merged entity with global sales of \$2.2 billion, became a global leader in plasma. therapies and a significant supplier of Recombinant Factor VIII. for the treatment of Haemophilia A. Sales of intravenous Immunoglobulin benefited from improved prices in the United States with the Company's first liquid version being approved in eight European countries. Vivaglobin, the new subcutaneously administered immunoglobulin was approved in Europe late in the year and is currently being evaluated in the US by the FDA.

Eretre Kopot

The Australian plasma products operations, CSL Bioplasma, generated \$209 million in sales revenue achieving growth of 17% underpinned by the merging of ZLB Behring's commercial activities in Asia (excluding Japan).

A new Agreement was entered into with the National Blood Authority which provides for the supply of plasma derived therapeutics to Australia for the next five years. In addition, a new five year agreement was entered into with Bayer Healthcare appointing the Company as the exclusive Australian distributor for Bayer's recombinant Factor VIII product.

In regard to the Company's pharmaceutical business, a new influenza vaccine centre was opened with an expanded and upgraded manufacturing facility and an increased ability to supply influenza vaccine to the Australian market and with capacity to efficiently provide vaccine in the event. of an influenza pandemic.

In regard to new product development activities, Merck & Co. Inc, as the exclusive licensee of a human papillomavirus. vaccine, has announced that it intends to file for product registration with the US FDA in the second half of 2005. In Canada the Phase II clinical trials of plasma derived. reconstituted high density lipoprotein (rHDL) has recently begun to test whether infusions of rHDL will reduce the volume of plaque in coronary arteries of patients with acute coronary syndromes.

Progress has also been made in the development of the scomatrix® adjuvant with the continued clinical program of a number of potential products utilising the technology as well as continuing to work with licensing partners such as Merck and Chiron on new vaccine and immunotherapeutic opportunities.

Skanificant changes in the State of Affairs

In February 2005, the consolidated entity sold its JRH Biosciences business to Sigma-Aldrich Corporation for US\$370 million (A\$492 million) subject to normal contractual adjustments.

There are no other significant changes in the state of affairs of the consolidated entity during the financial year not otherwise disclosed in this report or in the financial statements.

Direktir Report

continued

9. Significant Events After Year End

Directors are not aware of any matter or dircumstance which. has arisen since the end of the financial year which has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.

10. Likely Developments, Business Strategies and Future Prospects

In the medium term, the Company will continue to grow through developing differentiated plasma products, expanding flu vaccine sales, receiving royalty flows from the exploitation of the human papillomavirus by Merck & Co. Inc, referred to in section 7 of this Directors' Report and the commercialisation of the Company's iscomatrix® adjuvant technology. Over the fonger term the Company intends to develop new products which are protected by its own intellectual property which are high margin human health medicines marketed and sold by the Company's global operations. Further comments on likely developments and expected results of certain aspects of the operations of the consolidated entity, and on the business strategies and prospects for future financial years of the consolidated entity, are contained in the Year in Review in the Annual Report and in section 7 of this Directors' Report. Additional information of this nature can be found on the Company's website (www.csl.com.au). Any further information of this nature has been omitted as it would unreasonably prejudice the interests of the consolidated entity if this report were to refer further to such matters.

11. Environnantaj Regulatory Performance

The consolidated entity maintains management systems for health, safety and the environment that are consistent with internationally recognised standards to help ensure that its facilities operate to those standards to help protect its. employees, contractors and the environment. The consolidated entity also provides appropriate training and resources so that its employees are equipped to work safely and to maintain incident-free workplaces.

Additionally, the consolidated entity's environmental obligations and waste discharge quotas are regulated under applicable Australian and foreign laws. All environmental performance obligations are monitored by the Board and subjected from time to time to government agency audits and site inspections.

The consolidated entity also endeavours to minimise the environmental impact of its operations by recycling waste paper and other materials and by the responsible management and disposal of all product packaging.

No environmental breaches have been notified by the Environmental Protection Authority in Victoria, Australia, or by any other equivalent interstate or foreign government. agency in relation to the Company's Australian or International operations during the year ended 30 June 2005

-12 Directors' Shareholdings and interests

At the date of this report, the interests of the directors who held office at 30 June 2005 in the shares, options and performance rights of the Company are set out in tables on pages 57 and 59 of this report.

13. Directory' Interests in Contracts.

Section 17 of this report sets out particulars of the Director's Deed entered into by the Company with each director in relation to Board paper access (indemnity and insurance matters).

14. Share Options

As at the date of this report, the number of unissued ordinary shares in the Company under options and under performance rights are set out in Note 28 of the Financial Statements.

Holders of options or performance rights do not have any right, by virtue of the options or performance rights, to participate in any share issue by the Company or any other body corporate or in any interest issued by any registered managed investment scheme.

The number of options exercised during the financial year and the exercise price paid to acquire fully paid ordinary shares in the Company is set out in Note 28 of the Financial Statements. Since the end of the financial year, no further options have been exercised.

During, and since the end of, the financial year, no performance rights were exercised. There were no shares issued as a result of the exercise of performance rights during the financial year or since the end thereof.

15. Remuneration Report

Board and Human Resources Committee

The Board has adopted a formal charter delegating certain. of its responsibilities concerning human resources and remuneration to the Human Resources Committee. This charter can be found on the Company's website under Corporate Governance: Board and Committee Charters.

The responsibilities of the Human Resources Committee indude;

reviewing and monitoring the human resources. strategic plan:
reviewing and approving the corporate human resources policies;
lestablishing a policy framework for employee and senior executive remuneration;
reviewing and recommending the terms relating to the Company's employee share, option and performance right schemes;

recommending to the Board individual senior executive remuneration packages and where appropriate, seeking independent advice regarding senior executive remuneration;

Director Report continued

15. Remuneration Report (cost.) |

· recommending to the Board senior executive recruitment, retention and termination policies as well as succession planning strategies and policies;
reviewing benchmarks against which salary reviews are made and monitoring and reviewing the Company's performance management system; and
reporting to the Board any findings or recommendations of the Committee after each meeting.
In accordance with the charter, the Board reserves responsibility for:
. the remuneration of non-executive directors;
setting the terms of employment and remuneration for the Managing Director;
· l'approving remuneration for senior executive management; and
the operation and policies relating to the Company's employee share, option and performance right schemes and succession planning.

The Board's Human Resources Committee comprises three members, all of whom are independent non-executive directors. These are:

· Mr Ken Roberts (Chairman);
· Dr. Arthur Webster, and
. Mr John Akeharst.

Mr John Akehurst replaced Mr Ian Renard (formerly a member of the Human Resources Committee) during the course of the year. Mr Kelvin Milroy, the General Manager - Human Resources, acts as Secretary of the Committee. The Board Chairperson may attend any meeting of the Committee in an ex officio capacity. The Managing Director, senior executives and professional advisors retained by the Human Resources Committee may attend meetings by invitation.

The Committee meets at the conclusion of the performance management process, at the conclusion of the successionplanning process, and at other times as are required to discharge its responsibilities. Information about Committee meetings held during the year and individual directors' attendance at these meetings can be found in section 3 of this Directors' Report,

Any recommendation made by the Human Resources Committee concerning an individual director or executive's remuneration is made without that director or executive being present.

Non-Executive Directors' Remuneration

The Board's principal responsibility is the oversight of the management of the Company and providing strategic direction for and approving the Company's business strategies and objectives. Non-executive director remuneration is not linked to the Company's short-term financial performance and these directors are not entitled to performance based remuneration or participation in the Company's equity incentive plans.

Non-executive directors are entitled to fixed fees having regard to their Board responsibilities, obligations on any of the four Board committees and the aggregate non-executive director remuneration limit approved by shareholders. Within this limit, the Board determines the fees payable to non-executive directors based on advice from professional advisors which takes into consideration fees payable to non-executive directors by comparable organisations as well as fee levels which the Board considers appropriate to attract and retain high quality nonexecutive directors having regard to the Company's requirements.

Currently, the Company's Constitution sets the maximum aggregate amount of remuneration which may be paid to nonexecutive directors at \$1,500,000. Any increases to this sum must be approved by shareholders at a general meeting. As contemplated by the Constitution, remuneration for any extraservices by individual directors or the reimbursement of reasonable. expenses incurred by directors may also be approved by the Board from time to time.

The table on page 52 of this report sets out the fees paid to nonexecutive directors which amounted to \$1,021,876 and which. was based on the following schedule:

NED Committee Fees (Effective 1 Jan 2005)

	Auß & Risk	Maanaa
	Management Response Moningityn Dishosore Board Committee Committee Committee Committee

Chairman 250,000.		$25,000 = 15,000$
Members 110,000	10.000	7.500

Non-executive directors participate in the Non-Executive Directors' Share Plan (the NED Share Plan) approved by shareholders at the 2002 annual general meeting. Under the NED Share Plan, nonexecutive directors take at least 20% of their fees in the form of shares in the Company which are purchased on-market at prevailing share prices. These purchases are made by the NED Share Plan administrator at pre-determined intervals.

In addition to fees paid in cash or taken in the form of shares, non-executive directors also receive superannuation contributions equal to 9% of their fees.

Non-executive directors were entitled to a retirement allowance as approved by shareholders in 1994 equal to the highest fees over any consecutive 36 months of service. If the director had served more than five years on the Board, they would receive another 5% of the base fee at the time of retirement for every additional year served, up to a limit of 15 years. The Board terminated this retirement plan as at 31 December 2003 and froze the retirement allowance as at that date. No Non-executive Director has accrued any entitiement to any retirement allowance since 31 December 2003.

Executive Remuneration Structure

Remuneration Policy

The Company's remuneration policy is designed to be competitive and equitable and to attract and retain high quality employees. The aim of the policy is to provide executives (including Executive Directors and the Company Secretary) with an appropriate balance of fixed and performance related remuneration.

Diretors' Report

continued

15. Remaneration Report (cont.)

Fixed remuneration is set at a level competitive with market. rates and the performance component ensures that a
significant proportion of executive remuneration is at risk by being linked to the achievement of corporate objectives,
business performance and shareholder returns. The
performance component may also include elements of
remuneration designed to encourage retention.

Where appropriate, the Human Resources Committee considers independent external advice in setting both the balance of fixed and performance remuneration and the remuneration levels.

Remuneration Structure

The Company's remuneration structure comprises three core elements:

fixed remuneration
· short-term incentives
. Und-term incentives

Together, these elements comprise an executive's total potential remuneration.

Broadly, an executive will have fixed remuneration and a short-term incentive percentage representing the executive's potential short-term incentive as a percentage of fixed remuneration. Under the Company's performance management system, this percentage ranges from 15% to 50% of fixed remuneration depending on an executive's seniority level, in addition, an executive may participate in, specific one-off Board approved incentive arrangements relating to key corporate objectives, milestones or events.

An executive will also have a long-term incentive percentage, which is multiplied by their fixed remuneration to derive a long-term incentive amount. This amount influences the level of options or performance rights which may be allocated to an eligible executive under the Company's equity incentive arrangements. The long-term incentive percentage generally reflects an executive's short-term incentive percentage and hence also ranges from 15% to 50% of fixed remuneration.

The short-term and long-term incentive arrangements are discussed further below.

Subject to specific industry or geographical labour market. conditions, the short-term and long-term incentive. percentages are the same and the proportion of performance related remuneration to an executive's total potential remuneration is kept consistent for a given level of seniority. As an executive's seniority level increases, so do the incentive percentages and the proportion of performance related remuneration to that executive's total potential remuneration.

CSEs performance management system is central to how the Company manages performance related remuneration and its integration into the total remuneration structure. The extent to which executives meet or exceed the performance objectives as set out in the performance management system influences the calculation of short-term incentives as well as executives' ability to participate in the Company's long-temp incentive programs. Performance as measured under the performance management system is also taken into consideration in reviewing fixed remuneration.

The total remuneration levels for executive directors and specified executives are illustrated in the tables on pages 52 and 53 of this report. The balance of fixed and performance related remuneration for executive directors and specified executives is illustrated in the table on page 55 of this report.

Fixed Remuneration

Depending on the country in which the executive is employed, an executive's fixed pay is expressed as a "Total Employment Cost" ("TEC") or as "salary plus benefits".

Where a TEC approach is adopted, an executive's fixed remuneration comprises benefits the executive has elected to receive in lieu of salary inclusive of any associated costs such as fringe benefits tax and mandatory superannuation with the balance taken as cash salary. Where a "salary plus benefits" approach is adopted, the salary is specified and the Company provides benefits to an executive consistent with the labour market practices in that jurisdiction.

Executives who are working in a country other than their usual country of residence are eligible to receive benefits in. accordance with the Company's expatriate policies. CSL's expatriate arrangements are intended to recompense an executive for the additional commitment and costs associated with working in a different country. The Human Resources Committee periodically reviews these arrangements to ensure. appropriateness and consistency with market practices.

The level of fixed remuneration paid to each executive is based on the executive's skills and experience, the requirements for their role and their relevant labour market in terms of the particular industry and geographical location.

In setting fixed remuneration, the executive's total potential remuneration is taken into consideration to ensure appropriateness of the balance between fixed and performance related remuneration and also appropriateness, of the resulting total potential remuneration level.

Executive fixed remuneration is reviewed annually to ensure that it remains market competitive for each executive and reflects any changes in an executive's role or relevant. employment market conditions. The executive's performance as evaluated against objectives under the Company's performance management system significantly influences recommendations relating to fixed remuneration.

Any recommendations concerning senior executive fixed remuneration levels are made by the Human Resources Committee to the Board for the Board's consideration.

All executives, excluding directors, are eligible to participate in the CSL Global Employee Share Plan on the same terms and conditions as all other employees. A description of this Plan is set out in note 28 "Employee Benefits" of the financial statements.

Short-term Incentives

Short-term incentives may be awarded to employees based on their annual performance as evaluated under the CSL performance management system. In addition, the Human Resources Committee may recommend the establishment of specific incentive programs linked to the achievement of key corporate objectives, milestones or events. Short-term incentives are paid in cash.

Diretors' Report continued

15. Remmeration Report (com.)

.
All executive directors and specified executives are eligible to receive an annual incentive under the Company's performance management system. This system facilitates consideration of appropriate performance metrics by the Company and by executives and provides the mechanism for the payment of incentives linked to measurable gains in the achievement of the Company's corporate objectives.

Under the performance management system, usually no more than six key performance objectives for a financial year are specified along with actions to achieve the stated objectives and indicators or measures to be applied in assessing an executive's performance against the objectives.

Typically, the performance objectives comprise elements relating to individual performance (specific business tasks), the performance of the relevant business division or function depending on the executive's role (eg revenue, cost targets). and in some cases, that of the CSL group. Importantly, consistent with the philosophy of the short-term incentive percentage representing the potential short-term incentive, performance is assessed against the extent to which these objectives are exceeded and not simply met. As discussed below, the objectives directly relate to the corporate objectives, strategic plans and financial budgets approved by the Board.

Accordingly, the specific short-term incentive objectives vary from executive to executive both in terms of their nature and the weighting of these objectives in accordance with the Company's priorities.

In relation to process, the Board approves the corporate objectives, strategic plans and financial budgets. The Board also approves the Managing Director's specific performance objectives established with reference to the Board approved corporate objectives, plans and budgets. The Managing Director specifically approves the performance objectives for other executives which are also based on the Board approved. corporate objectives, plans and budgets and which are also linked to the Managing Director's performance objectives.

Annual performance objectives and assessment criteria are established consistent with the corporate objectives and business plans approved by the Board and the responsibilities of the executive's position. Upon completion of the annual performance period, performance reviews are then. conducted. Proposed incentive payments are then derived from this process having regard to the established performance objectives and assessment criteria. The Human-Resources Committee or Board then considers the proposed incentive payments for approval.

In relation to one-off incentive programs, two programs were approved by the Board during the year. A retention incentive was approved payable to certain executives who remained with the CSL Group antil successful completion of the sale of JRH Biosciences provided the business unit met and continued to meet specific business performance targets. The Board approved on 16 March 2004 an incentive linked to the

successful integration of ZLB Behring based on integration metrics approved by the Board which were previously used to evaluate the Aventis Behring acquisition.

As with proposed incentive payments under the Company's performance management system, any proposed payments under the one-off incentive programs are considered for approval by the Human Resources Committee or Board.

Further details relating to payments under the short-term incentive programs are set out on pages 52 and 53 of this report.

Long-term Incentives

Long-term incentives are reserved for employees who have performed to a required performance level and who are regarded as being of strategic operational importance to the Company and for prospective key employees. The Company used the CSL Performance Rights Plan approved by shareholders at the 2003 annual general meeting for this purpose during the financial year.

Performance Rights Plan

The number of Performance Rights issued to an executive. is dependent upon an executive's long term incentive percentage and the Company's share price. In the case of Executive Directors, any allocations of Performance Rights are also subject to shareholder approval. Shareholder approval was obtained at the 2003 annual general meeting for up to 350,000 performance rights to be issued in total to Dr Brian McNamee and Mr. Tony Cipa over three years.

During the financial year, Performance Rights were granted as equity compensation benefits to executive directors and specified executives on the basis that they were strategically operationally important employees who had performed to a required performance level as evaluated under the Company's performance management system.

The Performance Rights were issued for no consideration. Each Right entitles the holder to subscribe for one fully paid ordinary share in the entity for either nil or nominal consideration. A Performance Right may only be exercised when it has become a Vested Performance Right. Unvested Performance Rights cannot be exercised and lapse on termination of employment. Vested Performance Rights can be exercised from the date they become Vested Performance Rights until they lapse which is seven years. from their issue date.

Performance Rights may become Vested Performance Rights. If the Company satisfies specific Performance Hurdles during specified Performance Periods.

The minimum Performance Period is three years. If all eligible, Performance Rights do not vest at the end of this period, performance may be reassessed at one-yearly intervals for up to a further two years. Any Performance Rights which remain unvested after the last reassessment lapse.

The Board believes that a three year performance period is an appropriate minimum time-frame over which executives should be assessed in relation to the achievement of long-. term corporate objectives.

Diretars' Report continued

15. Remaneration Report (cont.)

If Performance Rights remain unvested at the end of this period, performance is tested again a year later over at least a four year performance period. If the Performance Hurdle is not fully met at this time, performance is subject to a final test one further year later over at least a five year performance period.

The measure used in the Performance Hurdle is the Company's Total Shareholder Return (TSR) relative to that of the companies comprising the ASX top 100 by market capitalisation (excluding companies with the GICS industry codes of commercial banks, oil and gas and metals and, mining). The Peer Groups for various allocations were established on 1 October 2003, 31 March 2004 and 1 October 2004 and are stipulated in the documents evidencing the respective grants.

The Board's view is that TSR is an appropriate measure to assess long-term performance as this measure closely reflects shareholder requirements in terms of share price growth and distributions. Also, the extent to which longer-term corporate objectives are achieved should be reflected in the Company's share price and dividend paying capacity by this time.

Given the Company's relevant capital markets, the Board's view is that the Peer Group best represents the jurisdiction and also the companies with which CSL competes for capital. As the Company is employing a relative TSR measure, the Board's opinion was to exclude from the Peer Group companies operating in distinctive industries not relevant to CSL (such as mining companies).

The Performance Hurdle is defined so that a proportion of Performance Rights vest when a minimum target is reached and this proportion increases as performance exceeds the minimum target.

In relation to Performance Rights granted to date, if the Company's performance in terms of TSR ranking places it below the 50th percentile at every Test Date, none of the Performance Rights will vest. Where the Company is placed at or above the 75th percentile on any Test Date, all of the Performance Rights, which have reached or exceeded the minimum Performance Period of three years will vest. 50% of the eligible Performance Rights vest upon CSL being ranked at the 50th percentile with the balance vesting on a straight line basis between the 50th and 75th percentiles. The data used, to assess performance is provided by external advisors.

SESOP II

The Senior Executive Share Ownership Plan II ("SESOP II") has previously been used for the purpose of delivering longterm incentives. SESOP II was approved by special resolution at the annual general meeting of the Company on. 20 November 1997.

Under this program, options were issued for a term of seven years and began to be exercisable, subject to satisfying the performance hurdle, after the third anniversary of the date of grant. An allocation could be fully exercisable after five years. The exercise price was calculated using the weighted average price over the five days preceding the issue date of the option.

For the options to be exercisable, a performance hurdle relating to earnings per share for CSL ordinary shares must be met. Specifically, for the period from the financial year preceding the grant of options until the financial year prior to the date of exercise, pre-abnormal earnings per share must increase by 7% compound per annum. Either none or all of the options are exercisable depending upon whether this target is achieved.

In addition, there is also an individual employee hurdle requiring an executive to obtain for the financial year prior to exercise of the options, a satisfactory rating under the Company's performance management system.

In relation to grants of options made in previous financial years, the Board's view was that an earnings per share performance hurdle was most appropriate given a key approved corporate. objective of pursuing sustainable growth.

Under the rules of SESOP II, participants may be provided with a loan to fund the exercise of the options. Consequently, no loan is made to the recipients of options until the option is exercised and no amounts are recorded in receivables until the option is exercised, Interest equivalent to the after-tax cash amount of dividends on the underlying shares (excluding the impact of imputation and assuming a marginal income tax rate of 48.5%) is charged on the loan.

No options were issued under SESOP II during the 2005 financial year,

The table below indicates the Company's annual compound growth in earnings per share (EPS) from various base financial years. Options granted under SESOP and SESOP If are subject to. the hurdle of 7% annual compound growth in such earnings. SESOP. Finandai Year Allocation 1987 1988 1988 2008 2001 2002 2003 2004 2005 21% 24% 17% 16% 19% 23% 10% 24% 33% 1997 1998 27% 16% 15% 16% 24% 9% 24% 34% 6% 9% 15% 23% 5% 24% 35% 1999. 2000 13% 20% 29% 5% 28% 41% 2001 28% 38% 3% 32% 47% 2002 50% (8%). 133%. 52% 2003 $(43%)$ 26% 53% 2004 179%152% 2005 128%

trrespective of the base year, every allocation of options has to date satisfied the performance hurdle between when the options became first exercisable and their expiry date. Accordingly, except. for options lapsing in accordance with the Rules (eg termination of employment) all options that have met the time-related vesting requirements have vested.

As mentioned earlier in this report, short-term incentives are principally managed by the Company's performance management system. Also, until July 2003, long-term incentives were delivered through SESOP and SESOP If using options having an EPS hurdle. Accordingly, until July 2003, there is no direct link between TSR. and performance related pay except to the extent that EPS may influence TSR.

15. Remuneration Report (cont.)

Since October 2003, the Company has provided long-term incentives using Performance Rights which have a TSR hurdle. While no Performance Period has yet completed for any allocation, the table below summarises the prospect of Performance Rights vesting given the Company's relative TSR performance over the Performance Period to date.

Рекк Сконд Estabibizkazt Date	- Company 筆袋裂	- Pensnike 發展性 (2)	- Rioghts Tezhno ^e
1.October 2003 :	119%	-99	100%
31 March 2004	65%		100%.
1 October 2004	22%		98%

Test date of 31 March 2005 being the most recent periodical update to participants

All Performance Rights vest at the 75th percentile

Director and Executive Contracts

Non Executive Directors

Non-executive directors are subject to ordinary election and rotation requirements as stipulated in the ASX Listing Rules and the Company's Constitution. Accordingly, there are no specific employment contracts with non-executive directors.

Executive Directors and Specified Executives Each contract outlines the key terms of employment including the executive's fixed remuneration. The potential short term incentive may also be stipulated in the contract or be governed by the Company's remuneration structure which governs the level of short-term incentives applicable to seplority levels.

It is the Company's general practice that employment contracts for executive directors and specified executives do. not have a fixed term. Except for Mr Tom Giarla who is on a fixed term contract expiring on 31 January 2006, all of the executive directors' and specified executives' employment. contracts do not have a fixed term.

It is the Company's policy that employment contracts for executive directors and specified executives contain provisions for termination with notice or payment in lieu thereof and for termination by the Company without notice for serious misconduct and breach of contract.

Certain executive directors and specified executives may be entitled to receive a termination payment in addition to notice where the Company terminates employment, with the executive. In all circumstances, termination payments are not required to be made where termination of employment by the Company occurs for serious misconduct and breach of contract.

Directive Report continued

The notice period required to be given by the employee or the Company along with any termination payments to which they may be eligible are set out in the table below. With the exception of Tom Giarla whose termination payment may include potential bonuses, termination payments for all executive directors and specified executives are expressed in months and calculated by reference to TEC or salary (excluding benefits) which the executive would have earned over that time.

	NGC 2020 VIZIKA 2	13111222 PRIKAT	343 FFRIQUERUM
	by Company	try Employee	Payments
Executive Directors
B A McNamee.	.6 months		6 months 12 months
A M Cipa	6 months		6 months - 12 months
Specified Executives
P Jurner.	6 months		6 months [12 months
C. Armit.	6 months		6 months 6 months
P Bordonaro	3 months		3 months 12 months
A Cuthbertson	6.months	6 months	12 months
P. Turyey	6 months.		6 months 12 months
K Milroy	3 months		3 months 12 months
A Martinez	6 months		6 months [12 months]
M Sontrop	3 months		3 months 12 months
H Strenger	3 months		3 months 242 months
T.Giarla -	3 months,		3 months 12 months
			plus bonus
			potential

Estimated; termination payment is actually based on terms expressed as 5 weeks per year of service (for 5 years) plus 3 weeks for year thereafter to maximum of 15 years.

Diretors' Report continued

Remmeration Report (cont.)

Director and Executive Remuneration

Director Remuneration - Audited Section

		Primary		Post employment		Konity
	Cash salary ුහෝ දිපයේ	Sone:S	Cash Non-monstary Bergiits		Super Rethement annuation Benefits	Performance	Rights" Options'	Total
Executive Directors
Dr B A McNamee 2005		1,257,993 1,300,000	68,678	40,202		246,680		2,913,553
Managing Director 2004	947,207	482,500	79,635	44,254		65,522		1,619,118
A M Cipal, Julius 2005	508,020	495,000	2,565	42,531		138,349	31,269	1,217,734
Finance Director 2004	406,552	176,000	2,645	33,448		40,197	92,500	751,342
Non-executive Directors
P H Wade 2005	235,000			21,150				256,150
Chairman 2004	210,000			18,900				228,900
2005 J Akehurst ^s .	108,750			9,788				118,538
Non-executive director 2004	25,000			2,250				27,250
E A Alexander. 2005	127,500			11,475				138,975
Non-executive director 2004	110,000			9,900				119,900
I A Renard 2005	118,750			10,688				129,438
2004 Non-executive director	107,500			9,675				117,175
M A Renshaw? 2005	110,000			9,900				119,900
Non-executive director 2004
K J Roberts 2005	120,000			10,800				130,800
2004 Non-executive director	105,000			9,450				114,450
2005 A C Webster	117,500			10,575				$-128,075$
2004 Non-executive director	103,750			9,338				113,088
2005 "Total of all Directors -		2,703,513 1,795,000	71,243	167,109		385,029	31,269	5,153,163
2004	2,015,009	658,500	82,280	137,215		105,719	92,500	3,091,223

Mr. J Akehurst commenced 1. April 2004.

Mr M A Renshaw commenced 20 July 2004

As disclosed on page 47 of this Report under the section titled "Non-Executive Directors' Remuneration", non-executive directors participate in the NED Share Plan under which non-executive directors take at least 20% of their fees in the form of shares in the Company which are purchased on-market at prevailing share prices. ...

As disclosed on pages 48 and 49 of this Report under the section titled "Short-term Incentives", executive directors were entitled to receive one-off-bonuses linked to meeting performance objectives relating to the successful integration of ZLB Behring.

Of the \$1,300,000 cash bonus to Dr B A McNamee, \$650,000 resulted from his annual performance as evaluated by the Board under the Company's performance management system and \$650,000 was awarded in relation to the one-off Board approved ZLB Behring integration program...

Of the \$495,000 cash bonus to A M Cipa, \$275,000 was awarded as a result of his annual performance under the Company's performance management system as approved by the Board and \$220,000 was awarded in relation to the one-off Board approved ZLB Behring integration program.

In relation to the ZLB integration borius, the borius was dependant upon achieving 95% of the earnings and cash flow integration targets based on integration metrics used by the Board to evaluate the Aventis Berling acquisition.

The options and rights have been valued using a combination of the Binomial and Black Scholes option valuation methodologies as at the grant date adjusted for the probability of performance hurdles being achieved. This valuation was undertaken by PricewaterhouseCoopers.

The amounts disclosed in remuneration have been determined by allocating the value of the options and performance rights evenly over the period from grant date to vesting date in accordance with applicable accounting standards. As a result, the current year includes options that were granted in prior years and therefore disclosed as part of the executive director's. remuneration in prior years using the grant date basis of measurement.

Diretars' Report continued

Remuneration Report (com.)

Specified Executive Remuneration - Audited Section

			Primary		Post employment		ťanty
		Cath saisre ани (сев?)	Casa - Boxes''	Non-manetary teratits		Super Rethement socuation Benefits	Performanca . . Rights' Options'		Total
Specified Executives
P Turner –	2005	946,377	762,440	4,172	78,260			83,514 200,002	2,074,765
President - ZLB Behring (based in United States)	2004	745,385	403,056		40,823		16,351	270,546	1,476,161
C Armit	2005	381,966	124,500	62,895	33,160		47,121	160,066	809,708
President - CSL Pharmaceutical
(based in Australia) P.Bordonaro	2004 2005	369,544 368,755	160,000 120,000	29,650	28,800		10,326 68,085	228,524 31,269	797,194 648,542
General Manager - CSL Bioplasma					30,783
(based in Australia)	2004	324,883	105,900	23,647	27,512		18,617	92,500	593,059
A Cuthbertson -	2005	324,772	105,000	53,614	24,747		37,166	173,777	719,076
Chief Scientific Officer (based in Australia)	2004	290,000	72,500	10,987			7,852.	193,165	574.504
P Turvey	2005	366,197	294,000	31,859	48,740			58,319 126,414	925,529
Company Secretary and General Counsel
(based in Australia) K Milroy	2004 2005	295,392 392,405	101.100 258,566	20,558 23,495	40,440 33,913		9,435 20,896	170,013 $-82,156$	636,938 811,431
General Manager · Human Resources (based in United States)	2004	263,063	145,801	19,425	32,935		410.	166,518	628,152
T Giarla	2005		481,889 1,574,604	9,663	29,382		20,747	$-98,628$	2,214,913
President - JRH Biosciences (based in United States)	2,004	384,809	182,252	34,307	15,421			169,800	786,589
A Martinez . ¹	2005	397,795	418,082		25,533		25,219		866,629
Executive Vice President - Commercial Development - ZLB Behring
(based in United States)	2004	102,830	105,648		5,246		495		214,219
M Sontrop ()	2005	534,478	427,700	2,725	45,652.		21,976	66,836	1,099,367
Senior Vice President and Managing Director - Marburg - 2LB Behring
(based in Germany)	2004	385,656	213,776		34,762		431	146,378	781,003
H Strenger	2005	1,311,049	239,705		26,750		10,088		1,587,592
Vice President and General Manager - Japan - ZLB Behring
(based in Japan)	2004	162,532	299,159		6,947		198		468,836
Total Specified Executives 2005	2004	5,505,683 4,324,597 3,324,094 1,789,192		218,073 108,924	376,920 232,886			393,131 939,148 64,115 1,437,444	11,757,552 6,956,655

Cash salary and fees, cash bonuses and superannuation paid in foreign currency have been converted to Australian dollars at the average exchange rate for the year ended 30 June 2005. Both the amount of remuneration and any prior years may be influenced by changes in the respective currency exchange rates.

Director Report

continued

15. Remmeration Report (cont.)

Specified Executive Remuneration - Audited Section (cont.) -

Certain specified executives receive specific allowances in connection with the Company's expatriate remuneration policies as follower-

بمستعرضه		- Fixed Base Šašan	fræðfæt Allowanees	Total Cash- Salar
Specified Executives
`P Turner.	-2005 -	846,928	99,449.	946,377
K Milroy	2005	299,788	92,617	392,405.
M Sontrop	2005.	411.136	123,342	$-534,478$ .
H Strenger	2005	600.686	710.363	1,311,049

Mr H Strenger's cash salary and fees includes payments relating to particular expatriate arrangements resulting from his previous contractual rights with Aventis Behring and the transition to CSL's expatriate policies. [1111]

Included in cash bonuses are the following ZLB integration bonuses to key executives of the integration team: P Turner \$381,220; P. Turvey \$126,000; K. Milroy \$137,902; A. Martinez \$198,897 and M. Sontrop \$210,209.

T Giarla was entitled to receive a US \$300,000 non-compete payment (effective for up to 2 years) relating to the sale of JRH Biosciences and was also entitled to receive a US \$300,000 sign-on fee on entering into an employment agreement with CSL in lieu of further entitlements in connection with the sale of JRH Biosciences.

The amounts disclosed have been determined by allocating the value of the options and performance rights evenly over the period from grant date to vesting date in accordance with applicable accounting standards. As a result, the current year includes options that were granted in prior years and disclosed as part of the executive's remuneration in prior years using the grant date basis of measurement.

Director Report continued

15. Remuneration Report (cont.)

Executive Directors and Specified Executives

Fixed and Performance Remuneration Components

.
Remuneration Components as a Proportion of Total Remuneration

				Performance Reisted Remuneration
Flessi Sermanexation			Konsby Based
	(not krași to .		Performance	Parformanse
performance"	лэнразу	Cash Sased 811	Shaxes	Cartesas	Total	Texat
Executive Directors
B.A McNamee	47%	45%	8%	0%	53%.	100%
A M Cipa	45%	41%	11%	3%	55%	100%
Specified Executives
P. Turner	50%	37%	4%	9%	50%	100%
C Armit	59%.	15%	6%	20%	41%.	100%.
P Bordonaro.	66%	19%	10%.	5%	34%	100%.
'A Cuthbertson,	56%	15%	5%	24%	44%	100%-
P Turvey	48%	32%	6%	14%	52%	100%
K Milroy	55%	32%	3%	10%	.45%	100% .
T Giarla .	24%	71%	-1%	4%	76%	100%.
A Martinez	49%	.48%	3%	0%	51%	100%.
M Sontrop	53%	39%	2%	6%	47%.	100%.
H Strenger	84%	15%	1%	0%	16%	100%

Remuneration not linked to company performance means fixed remuneration as outlined in the section "Executive Remuneration Structure", on pages 47, and 48 of this report and comprises cash salary, superannuation and non monetary benefits (interest on loans). The community

As stated under the section "Fixed Remuneration" on page 48 of this report, any recommendations concerning senior executive fixed remuneration levels are significantly influenced by the executive's performance as assessed under the Company's. performance management system. The Com

Cash based STI includes any payments based on the executive's performance under the Company's performance management. system as well as any payments pursuant to the specific one-off programs approved by the Board relating to the integration of ZLB Behring and the JRH Biosciences sale.

The balance between fixed and performance related pay, the relationship between short-term and long-term incentive percentages has been significantly influenced during the financial year as a result of cash based short term incentive payments in connection with the integration of ZLB Behring and the sale of JRH Biosciences.

In addition, aside from foreign currency influences, relativities have also been affected by the grants of Performance Rights for certain executives being recognised in the 2004 financial accounts and the proposed grant of Performance Rights which will be recognised in the 2006 financial accounts.

Lastars' Report

continued

Remmeration Report (cont.)

Directors and Specified Executives

Performance Remuneration

		Short term incentive ^®		Estimates of the maximum Temanstation amounts which could be received under the 2005 aquity grants in future years?		- 123 Renameration to gaising a options'	- (6) Vake at 寒滋注 date"	- 100. Vaam at greiche GBSS"	-38 Total of coäznes: (8) to (C)
	Perpentage Avardeti	Percentage Next Awarded ^®	7308	2007	2028	级
Executive Directors
B A McNamee	100.0%					-8%		1,692,000 1,692,000
A M Cipa	:100.0%					14%			$501,246 = 501,246$
Specified Executives
P Turner.	:100.0%					14%			153,186. 1:153,186.
C.Armit.	-75.0%	25.0%		24,828 24,828 24,828		-26%-	$24,960 -$	$1,427,200$ , $1,452,160$ ,
P Bordonaro	- 75.0%	$25.0\%$				-15%		342,580.	342,580
A Cuthbertson	- 75.0%	-25.0%-				29%		232,320.	.232,320 $\mathcal{L}_{\mathcal{L}}$
P Turvey	100.0%					20%		341,438	$-341,438$
K Milroy	- 87.5%	12.5%				13%		219,940	219,940
T Giarta	:100.0%			24,828 24,828 24,828		5%	24,960.		454,320 479,280
A Martinez	400,0%					3%
M Sontrop	100.0%					8%			416,460 416,460
H Strenger	100.0%					1%

Short term incentive awarded and not awarded relates to the period ended 30 June 2005 only.

.
As mentioned on pages 48 and 49 of this report under the section 'Short-term incentives", consistent with the philosophy of the short-term incentive percentage representing the potential short-term incentive is that performance under the performance management system is assessed in terms of the extent to which objectives are exceeded.

Accordingly, to be awarded 100% of short-term incentive, an executive is required to have exceeded all performance objectives. An executive who has obtained less than 100% of their incentive payment may have met all their objectives and exceeded some of their objectives but may not have exceeded all of the performance objectives.

The balance between fixed and performance related pay and the relationship between long-term incentive pay and total remuneration has been significantly influenced during the financial year as a result of cash based short term incentive payments pursuant to the specific one-off programs approved by the Board in connection with the integration of ZLB Behring and the sale of JRH Biosciences.

In addition, relativities have also been affected by the grants of Performance Rights for certain executives being recognised in the 2004 financial accounts and the proposed grant of Performance Rights which will be recognised in the 2006 financial accounts.

The maximum value has been determined at grant date and amortised in accordance with the applicable accounting standard requirements. The minimum value of the grant is \$nil if the performance conditions are not satisfied. No options were granted during 2005.

The value at grant date has been determined by the share price at the close of business on grant date less the option exercise price times by the number of options granted during 2005.

The value at exercise date has been determined by the share price at the close of business on exercise date less the option exercise price times by the number of options exercised during 2005.

Diretor' Report continued

15. Remmeration Report (cont.)

Directors and Specified Executives

Options and Rights Holdings

Performance Rights

						Terms and Conditions for Performance Rights grants during 2005
			Éalante at			Volum per :	T - First	- Last
	Balança at 1 Any 7364	Manber. Granted	30 kum - 2005	Nunbar . łapseć	Gram Gate	Grant Date	Right at Exercise Date	Zustia Date
Executive Directors
B A McNamee	70,000		70,000.
A M Cipa.	40,000-		40.000.
Specified Executives
P. Turner :	24,800		24,800
C Armit	8,400	6.000	14,400.		- 25-Aug-04		\$20.69 30-Sep-07 25-Aug-11
P Bordonaro.	20,800		20,800
A Cuthbertson	11,100-		11,100.
P Turvey	7,100		17,100
K Milroy	5,800		5,800
T Giarla		6,000	6,000		25-Aug-04 -		\$20.69 30-Sep-07 25-Aug-11
A Martinez	7,000		7,000
M Sontrop.	6,100.		6,100
H Strenger	2,800		2,800
Total	213,900	12,000	225,900

The Board has resolved to make grants of Performance Rights relating to the 2005 financial year subsequent to completing
assessments under the Company's performance management system and annual reviews of executive remuner in the 2004 financial statements. For this reason, only a small number of grants are being recognised this financial year.

SESOP and SESOP II Options
	Balanya at 1	Waxaben	*Anton	Nuntza	r Balance at rij	Ramber
	h39 2004	Granted	Exercised	Lassad	30 have 2005	Vested
Executive Directors
B.A.McNamee	100,000.		100,000
A M Cipa .	100,954.		25,954		75,000 ·	$-60,000$
Specified Executives
P.Turner	185,192		10,192		175,000.	80,000
.C.Armit,	250,000.		160,000.		90,000
P Bordonaro	101,000.		26,000		75,000	60,000
A Cuthbertson	135,000 j		48,000		87,000
P Turvey	125,924		-25,924		-100,000	40,000
K.Milroy	84,000		14,000.		70,000	.21,000
l' Giarla .	139,500.		36,000		103,500	$-72,000$
M Sontrop	91.000		33,000		58,000	19,800
Total	1,312,570		479,070		833,500	352,800

In relation to the 2005 financial year, the Company used the CSL Performance Rights Plan approved by shareholders at the 2003 annual general meeting for long term incentive purposes. Accordingly, no options were issued under SESOP II during the financial year. The last grant of options under SESOP II was made in July 2003.

$\ddot{z}$

Diretors' Report continued.

15. Requmeration Report (cont.)

Directors and Specified Executives Shares on Exercise of Options and Rights

	Date Options - Number of Grantad''	Shares	$-2$ and $\$$ Per Share
Executive Directors
B A McNamee	Nov-1997	100,000	- 8.93
A M Cipa	1998-اناب	-5,954	10.82
	Jul-1999	20,000	13.23
Specified Executives
P Turner	Jul-1998.	10,192	10.82
.C Armit .	Feb-2000	160,000.	23,07
.P.Bordonaro	Jul-1998	6,000	10.82
	Jul-1999.	20,000	13,23
A Cuthbertson	Feb-2000	48,000.	-21.01
P Turvey	Jul-1998.	.5,924	10.82
	Jul-1999	20,000	13.23
K Milroy	1999-ايا	14,000	13.23
T Giarta.	.1999 - انال	36,000	13.23
M Sontrop	Jul-1999	33.000	13.23
Total		479,070

For all of the Options granted, the time-related vesting criteria was 60% of the allocation after 3 years from grant date,
20% after 4 years from grant date and the balance of 20% after 5 years from grant date.

Refer to the table on page 57 of this report for the balance of options and performance rights held by executive directors and specified executives subsequent to exercise of the options and performance rights as set out above.

LAND A LAND continued

15. Remuneration Report (cont.)

Directors and Specified Executives

млее са плина пр		Options	Other	Balance at	Baisnes as of
	Bińsnyd II.	exentsel	changes	38 ann	date of this
	1 ABY 2004	diaring year	charing year	2005	?SHMI
Directors
8 A McNamee.	770,651	100,000	(527, 140)	343,511	343,511
A.M Cipal	8,468	25,954	(25, 875)	8.547	8,547
-P.H.Wade	28,490		2,420	30.910	31,267
.) Akeljurst	:2,500		3,813	6,313	6,470
E A Alexander	5,215		1,301	6,516	6,673
I A Renard	5,342		1,031	6,373	6,530
M A Renshaw			659	659	-816
K J Roberts	4.872		966	5,838	5,995
A C Webster	7.876		.966	8,842	8,999
Specified Executives
P Turner	2,050.	10,192		12,242	12,242
C, Armit,	724	160,000	(49, 814)	110,910	110,910
P Bordonaro,	36,760	$-26,000.$	(36,000)	26,760	26,760
A Cuthbertson	30,379.	48,000	(30,000)	48,379	48,379
P. Turvey	30,734	25,924	(9,687)	46,971	46,971
K Milroy	31,304	14,000	. (8,701)	36,603	36,603
T Giarla	40,500	-36,000	(76,500)
A Martinez			121	-121	:121
M Sontrop	1.559.	$-33,000$	(32, 704)	1.855	1,855
H Strenger
Total	1,007,424	479,070	(785, 144)	701,350	702,649

Loans to Directors and Specified Executives

Details of the aggregate of loans to Directors and Specified Executives are as shown:

		Salance 2010	Gnaroed	Not Granteri 434943	Baie:100 2000
Directors Specified executives	2005	1.882 -1.893 1.930		218	941 1.882 5.041
	2004	1.587	28	137	1.930
Total Directors and Specifed Executives	2005.	3.812			5.982
	2004	3,480	79	270	3,812

Diretars' Report

continued

15. Remuneration Report (cont.)

Details of individuals with loans above \$100,000 in the reporting period are as follows:

				Baiance at	Highest
	$\mathbb{R}$ zianza at $_{\odot}$	$^{\circ}$ interest $^{\circ}$	Numest	30 hans	media in
	i kay 2004 . Charged . Not charged			2303	period
	$3300 -$	90KQ	\$800	3650	\$300
Directors.
B A McNamee	1,834		69	893	2.727
Specified Executives
-P-Turner				110
[C] Armit		14	63	2,537	2.537
-P Bordonaro	462	15	30	330	791
A Cuthbertson	155	15.	54	1,008	1.008
P Turvey	397	16	32	593	.726
K Milroy	381		23	- 463	-463
T Giarla					1.012
M Sontrop					437

All of the loans relate to SESOP and SESOP II under which executive directors and specified executives were provided with loans to fund the exercise of options. SESOP was terminated by the Company and there are no longer any outstanding options under SESOP. No grants of options have been made under SESOP II since July 2003.

Loans to executive directors and specified executives relating to SESOP are interest free. Loans relating to SESOP II are charged interest at a concessional average rate of 2%. This is based on interest being charged equivalent to the after-tax cash amount of dividends on the underlying shares (excluding the impact of imputation and assuming a marginal income tax rate of 48.5%). The average commercial rate of interest during the year was 7%.

Diretor' Report continued

Other Transactions and Balances with Directors and Specified Executives

The directors and specified executives and their related entities. have the following transactions with entities within the consolidated entity that occur within a normal employee, customer or supplier relationship on terms and conditions no more favourable than those which it is reasonable to expect. the entity would have adopted if dealing at arm's length in. similar circumstances;

$\cdot$ The Company has a number of contractual research $\cdot$ relationships with the University of Melbourne of which Mr lan Renard is the Chancellor and Miss Elizabeth Alexander is the Chair of the Finance Committee and a member of the Council.

• The parent entity made contributions during the financial year to the CSL Superannuation Plan. Dr.B A McNamee is a shareholder of the Plan's trustee company, but not a member of the Plan.

Indemnification of Directors and Officers

During the financial year, the insurance and indemnity arrangements discussed below were in place concerning directors and officers of the consolidated entity.

The Company has entered into a Director's Deed with each director regarding access to Board papers, indemnity and insurance. Each Deed provides:

(a) an ongoing and unlimited indemnity to the relevant director against liability incurred by that director in or arising out of the conduct of the business of the Company or of a subsidiary (as defined in the Corporations Act) or in or arising out of the discharge of the duties of that director. The indemnity is given to the extent permitted by law and to the extent and for the amount that the relevant, director is not otherwise entitled to be, and is not actually, indemnified by another person or out of the assets of a corporation, where the fiability is incurred in or arising out of the conduct of the business of that corporation or inthe discharge of the duties of the director in relation to that corporation;
(b) that the Company will maintain, for the term of each director's appointment and for seven years following cessation of office, an insurance policy for the benefit of each director which insures the director against liability for acts or omissions of that director in the director's capacity or former capacity as a director of the Company; and.
(c) the relevant director with a right of access to Board papers relating to the director's period of appointment as a director for a period of seven years following that director's cessation of office. Access is permitted where the director is, or may be, defending legal proceedings or appearing before an inquiry or hearing of a government agency or an external administrator, where the proceedings, inquiry or hearing relates to an act or omission of the director in performing the director's duties to the Company during the director's period of appointment.

In addition to the Director's Deeds, Rule 146 of the Company's Constitution requires the Company to indemnify each "officer" of the Company and of each wholly owned subsidiary of the Company out of the assets of the Company "to the relevant extent" against any liability incurred by the officer in the conduct of the business of the Company or inthe conduct of the business of such wholly owned subsidiary of the Company or in the discharge of the duties of the officer unless incurred in circumstances which the Board resolves do not justify indemnification.

For this purpose, "officer" includes a director, executive officer, secretary, agent, auditor or other officer of the Company. The indemnity only applies to the extent the Company is not precluded by law from doing so, and to the extent that the officer is not otherwise entitled to be or is actually indemnified by another person, including under any insurance policy, or out of the assets of a corporation, where the liability is incurred in or arising out of the conduct of the business of that corporation or in the discharge of the duties of the officer in relation to that corporation.

The Company paid insurance premiums of \$1,065,095.83 in respect of a contract insuring each individual director of the Company and each full time executive officer, director and secretary of the Company and its controlled entities, against certain liabilities and expenses (including liability for certain legat costs) arising as a result of work performed in their... respective capacities, to the extent permitted by law.

Auditor independence and non-audit services

The company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the company and/or the consolidated entity are important.

Details of the amounts paid or payable to the entity's auditor, Ernst & Young for non-audit services provided during the year are set out below. The directors, in accordance with the advice received from the Audit and Risk Management. Committee, are satisfied that the provision of non-audit. services is compatible with the general standard of independence for auditors imposed by the Corporations Act. 2001. The directors are satisfied that the provision of nonaudit services by the auditor did not compromise the auditor Independence requirements of the Corporations Act 2001 for the following reasons:

all non-audit services have been reviewed by the Audit and Risk Management Committee to ensure that they do not impact the impartiality and objectivity of the auditor.
none of the services undermine the general principles relating to auditor independence as set out in Professional Statement F1, including reviewing or auditing the auditor's own work, acting in a management or a decision making capacity for the company, acting as an advocate for the company or jointly sharing economic risks and rewards.

A copy of the auditors' independence declaration as required under section 307C of the Corporations Act 2001 accompanies this report.

Direttor" Report continued.

Ernst & Young and its related practices received or are due to
it receive the following amounts for the provision of non-audit.
services:
Completion audits in relation to the
- JRH business unit disposal	\$508,103.
. Accounting advice and audit services.
tin relation to AIFRS	$-$67,500$
Compliance audits and advice	\$46,764
	\$622,367

19.Rounding

The amounts contained in this report and in the financial report have been rounded to the nearest \$1,000 (where rounding is applicable) unless specifically stated otherwise under the relief available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies.

This report has been made in accordance with a resolution of directors.

Signed

efer Lode

Peter H Wade (Director)

Signed

Brian A McNamee (Director) Melbourne

August 2005

EII ERNST & YOU ING

A TRICANNE Spee Melbourne VIC 3000 Acsisalia. GPO Box 67
Melhourne VIC 3001

■ 【a】【6】 3 每200 0000 Fax: 613.9654.6166 DX: 293 Molbourne

Auditor's Independence Declaration

to the Directors of CSL Limited

In relation to our audit of the financial report of CSL Limited for the financial year ended 30 June 2005, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

Cant g yong

Ernst & Young

Wizer

wan Wingreen Partner Melbourne.

24 August 2005

Liability limited by a scheme approved under Frefessional Standards Legislation.

CSL Limited and its controlled entities Statement of Finanziel Performance for the year ended 30 June 2005.

	Consolidated Entity		Pasain Kriity
Motos	2005 \$888	23884 \$006	2005 \$(%%)	2004 \$338
:Sales revenue	2,749,934	[1,650,196]	363,320	-416,593
Cost of sales	1,686,776	1,070,028	169,872	221,259
Gross profit	1,063,158	580,168	193,448	195,334
Other revenues	502,976	185,515.	33,471	116,206
Research and development expenses	145,721	101,188	59,192	46,856
Selling and marketing expenses	332,336	146,433	42,517	44,374
General and administration expenses	174,583	131,029	55,577	38,190
Borrowing costs 3(b).	41,640	$-23,742$	387	-307.
Other expenses - Net assets of discontinued operations sold 36	178,548	.59,281		24,920
Other expenses 3(b)(i)	51,366	49,381
Profit from ordinary activities before income tax expense	641,940	$-254,629$	69,246	-156,893
Income tax expense relating to ordinary activities	95,422	35,004	8,487	36,553
Net profit attributable to members of CSL Limited 25	546,518	219,625	60,759	120,340
Net exchange difference on translation of financial statement of self-sustaining foreign operations. 24	(181, 715)	64,435
Share issue costs 23		(10.126)		(10, 126)
Total revenues, expenses and valuation adjustments attributable to members of CSL Limited recognised directly in equity	(181, 715)	54,309		(10, 126)
Total changes in equity other than those resulting from transactions with owners as owners attributable to members
of CSL Limited 26	364,803	273.934	60.759	110.214
	Cerzs	5223
Basic earnings per share 37	278.85	123.30
37 Diluted earnings per share	277.50	122.80

The above statement of financial performance should be read in conjunction with the accompanying notes.

CSL Limited and its controlled entities Statement of Francis Position as at 30 June 2005.

		Consolidated Enthy		Pazent Entity
Mates	2006 9.KR	2234. \$3870	2986 8030	2024 SQ238
CURRENT ASSETS
Cash assets	723,842	114,896	461,769	12,700
Receivables 6	536,983	532,196.	68,864	43,265.
inventories	946,583	1,352,578.	59,451	66,147
Other 8	22,244	31,860	2,419	3,894
Total Current Assets	2,229,652	2,031,530	592,503	126,006
NON-CURRENT ASSETS
-9. Receivables	11,014	6,489.	20,041	305,109
Other financial assets 10	19,578	$-8,223$	1,232,905	1,204,058
11. Property, plant and equipment	769,143	887,017.	261,402	259,199
·12 : Deferred tax assets	97,414	77,644	10,400	.9,825.
13. Intangibles.	744,143	859,870.	20,000	20,000
Other 14	3,352	4,610
Total Non-Current Assets	1,644,644	1,843,853	1,544,748	1,798,191
TOTAL ASSETS	3,874,296	3,875,383	2,137,251	1,924,197
CURRENT LIABILITIES
Payables 15 -	398,555	458,502.	543,936	53,905
Interest-bearing liabilities 16.	21,861	$-13,297$
Current tax liabilities 17.,	37,130	26,903		21,960
18 Provisions	75,171	199,406	17,848	15,843
Total Current Liabilities	532,717	698,108	561,784	91,708
NON-CURRENT LIABILITIES
Payables 19.		3,314	29,604
20. Interest-bearing liabilities	1,003,035	851,033
Deferred tax liabilities 21.	106,814	80,577	33,968	12,699.
22 Provisions	157,218	168,309	16,391	20,712
Total Non-Current Liabilities	1,267,067	1,103,233	79,963	33,411
total liabilities	1,799,784	1,801,341	641,747	125,119
NET ASSETS	2,074,512	2,074,042	1,495,504	1,799,078
EQUITY
23 Contributed equity	1,223,034	1,502,417.	1,223,034	1,502,417
24. Reserves	(62,091)	77,373	22,824	22,824
25 Retained profits	913,569	494,252	249,646	273,837
26 TOTAL EQUITY	2,074,512	2,074,042	1,495,504	1,799,078

The above statement of financial position should be read in conjunction with the accompanying notes.

Service Co.

1 Summary of Significant Accounting Policies

(a) Basis of Accounting

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 including applicable Accounting Standards. Other mandatory professional reporting requirements (Urgent Issues Group Consensus Views) have also been complied with. The financial report has been prepared in accordance with the historical cost convention.

(b) Changes in Accounting Policies.

The accounting policies adopted are consistent with those of the previous year.

(c) Principles of Consolidation

The consolidated financial statements are those of the consolidated entity, comprising CSL Limited (the parent entity) and all entities that CSL Limited controlled during the year and at balance date. CSL Limited and its controlled entities together are referred to in this financial report as the consolidated entity. All intercompany balances and transactions between entities in the consolidated entity, including any unrealised profits or losses, have been eliminated in full.

Where control of an entity is obtained during a financial year, its results are included in the consolidated statement of financial performance from the date on which control commences. Where there is loss of control of an entity, the consolidated financial statement of performance includes the results for the part of the reporting period during which control existed.

(d) income Tax

Tax-effect accounting is applied using the liability method whereby income tax is regarded as an expense and is calculated on the accounting profit after allowing for permanent differences. To the extent timing differences occur between the time items are recognised in the financial statements and when items are taken into account in determining taxable income, the net related taxation benefit or liability, calculated at current rates, is disclosed as a future income tax benefit or a provision for deferred income tax. The net future income tax benefit relating to tax losses is not carried forward as an asset unless the benefit is virtually certain of being realised.

(e) Foreign Currency Translation

Transactions in foreign currencies of entities within the consolidated entity are converted to Australian currency at the rate of exchange ruling at the date of the transaction.

Amounts payable to and by the entities within the consolidated entity that are outstanding at the reporting date and are denominated in foreign currencies have been converted to Australian currency using rates of exchange ruling at the end of the financial year.

The assets, liabilities and equity of integrated foreign operations are translated using the temporal rate method. Any exchange difference arising through the use of the temporal method is taken directly to the statement of financial performance.

The assets, liabilities and equity of self-sustaining foreign operations are translated using the current rate method. Any exchange difference arising through the use of the current rate method is taken directly to the foreign currency translation reserve.

The exchange gains and losses arising on those foreign currency borrowings which are designated as hedges of self-sustaining controlled foreign entities are offset in the foreign currency translation reserve against the gains and losses arising on the translation of the net assets of those entities. These circumstances represent an effective natural hedge.

(f) Inventories

All inventories are stated at the lower of cost and net realisable value. Cost includes direct material and labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity.

(g) Acquisitions of Assets-

The purchase method of accounting is used for all acquisitions of assets regardless of whether shares or other assets are acquired. Cost is measured as the fair value of consideration given at the date of acquisition plus costs directly attributable to the acquisition.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present. value as at the date of the acquisition. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Where the consideration for an acquisition is specifically hedged, exchange gains or losses on the hedging transaction arising up to the date of acquisition and costs relative to the hedging transaction are deferred and included in the cost of acquisition.

Provisions for restructuring costs and related employee termination benefits are recognised as at the date of acquisition of an entity on the basis described in the accounting policy notes 3(n) and 3(x) respectively.

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements continued

: Sunmary of Significant Accounting Policies (cont.)

(g) Acquisitions of Assets (cont.)

Where goodwill arises it is brought to account on the basis described in Note 1(I).

Where an entity is acquired and the fair value of the identifiable net assets acquired, including any liability for restructuring costs,

exceeds the cost of acquisition, the difference represents a discount on acquisition. The discount on acquisition is accounted for by reducing proportionately the fair values of the non-monetary assets acquired until the discount is eliminated.

(h) Freehold Property, Plant and Equipment

Freehold land and buildings are recorded at deemed cost which is not in excess of the recoverable amount. Provision for depreciation of buildings has been made.

The consolidated entity is of the opinion that land and buildings are indivisible and constitute one class of asset. Land and buildings are disclosed separately in Note 11 to provide supplementary information regarding the depreciation of buildings in accordance with AASB 1041 Revaluation of Non-Current Assets.

Plant and equipment is stated at cost less depreciation or amortisation which is not in excess of the recoverable amount. Capital work in progress is stated at cost.

Property, plant and equipment, except freehold land, are depreciated over their economic lives on a straight line basis as follows:

Buildings	$-5$ - 30 years.
- Plant and equipment.	$3 - 15$ years.
Leasehold improvements	5 - 10 years -

(i) Recoverable Amount

Non-current assets measured using the cost basis are not carried at an amount above their recoverable amount, and where carrying values exceed this recoverable amount assets are written down, in determining recoverable amount, the expected net cash flows have been discounted to their present value using a market determined, risk adjusted rate of 9.45%.

(j) Leaschold Improvements

The cost of improvements to leasehold properties is amortised over the unexpired period of the lease or the estimated useful life of the improvement whichever is the shorter.

(k) Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Operating leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight-line basis.

Finance leases

Leases which effectively transfer substantially all of the risks and benefits incidental to ownership of the leased item to the group are capitalised at the present value of the minimum lease payments and disclosed as property, plant and equipment. A lease liability of equal value is also recognised.

Capitalised lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term. Minimum lease, payments are allocated between interest expense and reduction of the lease liability with the interest expense calculated using the interest rate implicit in the lease and recognised directly in net profit.

Surplus lease space

The liability of surplus lease space is the net future payments for surplus lease space under non-cancellable operating leases discounted at rates implicit in the leases.

(I) Goodwill

On acquisition of some or all of the assets of another entity, the identifiable net assets acquired are measured at their fair value. The excess of the fair value of the purchase consideration plus incidental expenses over the fair value of the identifiable net assets is brought to account as goodwill and is amortised on a straight line basis over the period of expected benefit which currently ranges from 10 to 20 years. The carrying value of goodwill is reviewed at each reporting date by the directors and written down where it is considered that the carrying amount exceeds the recoverable amount.

1 Sunnary of Significant Accounting Policies (cont.)

(m) Research and Development, Patents and Intellectual Property

Current expenditure on research and development and on patents is charged against profit from ordinary activities as incurred. Expenditure on equipment used in research and development activities is capitalised in property, plant and equipment and depreciated over its estimated useful life. Purchased intellectual property and other intangibles are carried at cost and amortised over the expected benefit, not exceeding 20 years. The carrying value of intellectual property and other intangibles is reviewed annually by the directors and written down where it is considered the carrying amount exceeds its recoverable amount.

(n) Provisions

Provisions are recognised when the consolidated entity has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events, it is probable that future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation.

Dividends.

A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly recommended on or before the reporting date.

mno

The Incurred But Not Reported (IBNR) provision is determined on an actuarial basis as the present value of potential future payments, using statistics based on past experience and a judgemental assessment of relevant risk and probability factors. The liability covers claims incurred but not paid, incurred but not reported and the anticipated direct and indirect costs of settling those claims.

Restructuring

-Liabilities for the cost of restructuring entities acquired are recognised as at the date of the acquisition of an entity, if the main features of the restructuring were planned and there was a demonstrable commitment to the restructuring at the acquisition date and this is supported by a detailed plan developed within three months of the acquisition or prior to the completion of the financial report, if earlier.

Onerous contracts

A provision for onerous contracts is recognised when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract.......

The provision recognised is based on the excess of the estimated cash flows to meet the unavoidable costs under the contract over the estimated cash flows to be received in relation to the contract, having regard to the risks of the activities relating to the contract. The net estimated cash flows are discounted using market yields at balance date on national government guaranteed bonds with terms to maturity and currency that match, as close as possible, the expected future payments, where the effect of discounting is material.

(o) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Safes revenue

Sales revenue comprises revenue earned (net of returns, discounts and allowances) from the provision of products external to the consolidated entity. Sales revenue is recognised when title to the goods has passed to the buyer.

Interest income

Interest income is recognised as it accrues.

Other revenue

Other revenue, including government grants, is recognised when the entitlement is confirmed.

(p) Cash and Cash Equivalents

Cash on hand and in banks and short-term deposits are stated at nominal value.

For the purpose of the statement of cash flows, cash includes cash on hand and at call deposits with banks or financial institutions and investments in money market instruments, net of bank overdrafts,

Bank overdrafts are carried at the principal amount. Interest is charged as an expense as it accrues.

(q) Goods and Services Tax and other foreign equivalents (GST)

Revenues, expenses and assets are recognised net of GST except where the amount of GST incurred is not recoverable. Receivables and payables are stated at the GST inclusive amount.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities that are recoverable are classified as operating cash flows.

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements continued.

1 Summary of Significant Accounting Policies (cont.)

(r) Other Financial Assets

Interests in non-controlled entities or non-associated corporations are included in investments at the lower of cost or the recoverable amount.

(s) Receivables

Trade debtors are initially recorded at the amount of the contracted sale proceeds. Provision for doubtful debts is recognised to the extent that recovery of the outstanding receivable balance is considered no longer probable.

Other debtors and other receivables are recognised and carried at the nominal amount due. They are non-interest bearing and have various repayment terms.

(t) Payables

Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the consolidated entity.

Trade and other creditors are non-interest bearing and have various repayment terms.

(u) Interest-Bearing Liabilities

Bank and other loans are carried on the statement of financial position at their principal amount. Interest is charged as an expense as it accrues.

(v) Derivative Financial Instruments

The consolidated entity enters into forward exchange contracts where it agrees to sell specified amounts of foreign currencies in the future at a predetermined exchange rate. The objective is to match the contracts with committed future cash flows from sales and purchases in foreign currencies, to protect the consolidated entity against exchange rate movements.

(w)Borrowing Costs

Borrowing costs are expensed in the period in which they are incurred, except where they are included in the costs of qualifying assets, or ancillary costs associated with originating a loan. Any ancillary costs are amortised over the period of the loan.

(x) Employee Benefits

Provision is made for employee benefits accumulated as a result of employees rendering services up to reporting date. These benefits include wages and salaries, annual leave, long service leave and other post retirement benefits.

Employee benefits including on costs, expected to be settled within one year together with benefits arising from wages and salaries and annual leave which will be settled after one year, have been measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. Long service leave and other post retirement benefits, including on costs, payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those. benefits.

Employee benefits expenses and revenues are charged against profits on a net basis in their respective categories.

Defined Benefit Superannuation Plans

Contributions to defined benefit superannuation plans maintained by the consolidated entity are expensed in the year they are paid or become payable. Provisions are made for plans that are in net deficit.

Termination Benefits arising as a consequence of acquisitions.

Liabilities for termination benefits relating to an acquired entity that arise as a consequence of acquisitions are recognised as at the date of acquisition if the main features of the terminations were planned and a valid expectation had been raised in those employees affected that the terminations would be carried out and this is supported by a detailed plan developed within three months of the acquisition or prior to the completion of the financial report, if earlier. These liabilities are disclosed in aggregate with other restructuring costs as a consequence of the acquisition.

(y) Equity-Based Compensation Schemes

Certain employees are entitled to participate in equity-based compensation schemes. Loans are provided to assist in the purchase of shares and options. The details of the schemes are described in Note 28.

No remuneration expense is recognised in respect of issues made through the equity-based compensation schemes. Amounts outstanding on employee share loans are included in non current receivables.

		Consolidated Entity		Pazant Entity
	2385 \$386	2682 \$386	2336 家公演	33 8828
Revenue from Ordinary Activities
Sales revenue	2,749,934	1,650,196	363,320	416,593
Other revenue . Interest received/receivable
Other persons and/or corporations	17,061	-9.461 -	11,584	.8,825
Controlled entities			923	$-1,298$
Specified directors and executives.	143		143	- 79
Dividend revenue - Controlled entities			16,331	2,035
Proceeds from sale of property, plant and equipment,	712	413	13	45
Net Proceeds from sale of business unit	458,246	161,627.,		100,109
Rent.	940	- 389.	940	389
Rovalties	20.016	9,393	306	180
Other	5,858	4.153	3,231	3,246
Total other revenues	502,976	185,515	33,471	116,206
Total revenue from ordinary activities	3,252,910	1,835,711	396,791	532,799

CSL Limited and its controlled entities.

Notes to and forming part of the Financial Statements continued

	Consolkistai Enthy	Parent Kriky
koles	2005 \$3333	2396 \$200	26825 集隊第	SAN
Operating Profit
Profit from ordinary activities before income tax includes the following specific net gains and expenses:
(a) Net gains/(losses)
Net gain/(loss) on disposal of property, plant and equipment	(1, 994)	(2,584)	(67)	(1,034)
Net gain on the disposal of business unit 36.	279,698	102,346.		75,189.
Foreign exchange gains/(losses)	1,074	3,386	980	9,106
Foreign currency translation gains/(losses)	(531)	(159)
(b) Expenses
Borrowing costs
Interest paid/payable
Other persons and/or corporations	39,653	.22,768	387	307
Other borrowing costs	1,987	974
Total borrowing costs	41,640	23,742	387	307
Depreciation and amortisation of fixed assets
Buildings depreciation	11,875	9,104	3,836	3,953
Plant and equipment depreciation	102,755	69,688	25,910	28,024
Leased property, plant and equipment amortisation	3,907	208
Leasehold improvements amortisation	798	2,004
Total depreciation and amortisation of fixed assets	119,335	81,004	29,746	31,977
Amortisation of intangibles
Intellectual Property (i)	5,802	2,949
Goodwill (i)	45,564	46,042
Total amortisation of intangibles	51,366	48,991
(i) The functional expense classification of Other Expenses indudes goodwill and intellectual property amortisation.
Other charges against assets
Doubtful debts	2,528	814	(3)
Writedown of inventory to net realisable value	26,148	20,156	981	3,855.
Rental expenses relating to operating leases.	41,039	36,975	1,433	2,610
Superannuation contributions - defined benefit fund	11,879	24,036	2,336	3,645

		Consolidated Entity		Perent Entity
	2335 \$938	2004 \$300	2985 \$8333	23924 \$(K))
heome Tax
The income tax expense for the financial year differs from the amount. calculated on the profit. The differences are reconciled as follows:
Profit from ordinary activities before income tax expense	641,940	254,629	69.246	156,893
Income tax calculated at 30%.	192,582	76.389	20,774	47,068
Tax effect of permanent differences.
Non-deductible depreciation and amortisation	12,090	3,520	279	296
Research and development	(2,404)	(2,308)	(2,404)	(2,308)
Equity Raising costs	(879)	(879)	(879)	(879)
Non-assessable capital gain	(54, 831)	(5,684)		(5,684)
Restructuring costs relating to acquisition of controlled entity	(20, 830)	{36,032}
Exempt dividends received			(4, 899)	(610)
Inventory cost base differences	(72,908)	(35, 302)
Sundry items	(4, 503)	(1,590)	(1, 583)	(1,436)
Unrecognised deferred tax assets.	22,185	15,041
Effects of different rates of tax on overseas income	16,991	20,785
Under/(Over) provision in prior year	7,929	1,064	(2, 801)	106
Income tax expense attributable to profit from ordinary activities	95,422	35,004	8,487	36,553
5 - Current Assets – Cash assets
Cash at bank and on hand	258,528	$-112,478$		.12,700.
Cash deposits	465,314	2,418	461,769
	723,842	114,896	461,769	12,700
Current Assets - Receivables
Trade debtors.	502,325	-495,909	29,673	33,520
Less: provision for doubtful debts	4,170	1,642	497	500
	498,155	494,267.	29,176	33,020
Sundry debtors	38,828	37,929	15,089	10,245
Receivable - wholly owned controlled entities			24,599
	536,983	532,196	68,864	43,265

.
CSL Limited and its controlled entitles

Notes to and forming part of the Financial Statements continued

		Consolidated Entity		Perent Entity
	2006 \$993	2013 5200	2005 \$(%)}	\$20H)
Current Assets - Inventories
Raw materials and stores - at cost	196,939	326,340.	11,922	12,508
Less: provision for diminution in value	3,515	3,851	159	424
Raw materials and stores - net	193,424	322,489	11,763	12,084
Work in progress - at cost.	539,361	565,306	18,673	13.955.
Less: provision for diminution in value	33,780	16,924	902	309
Work in progress - net	505,581	548,382	17,771	13,646
Finished goods - at cost	265,896	$-490,397$	31,355	41,202
Less: provision for diminution in value	18,318	8,690	1,438	785
Finished goods - net	247,578	481,707	29,917	40,417
	946,583	1,352,578	59,451	66,147

Current Assets - Othe
Prepayments	22,244	31,860	2,419	3,894

Non-Curent Assets – Receivables
Related bodies corporate
Wholly owned controlled entities			5,148	294,909
Partly owned controlled entities			3,939	3,939.
Loans to specified directors	941	1,882.	941	$-1,882$
Loans to specified executives	5,041	[1,930]	5,449	1,930
Loans to other employees	5,032	2,677	4,564	2,449
	11,014	6,489	20,041	305,109

Non-Qurant Assets - Other financial assets 73
Investments in non-controlled entities at cost	4,698	$4,421$ .	4,698	4,421
provision for diminution in value of investments		1,000		1,000
	4,698	3,421	4,698	3,421
Managed Financial Assets	11,868	4,802
Long Term Deposits	3,012
Shares in controlled entities (refer Note 33)			1,228,207	1,200,637
	19,578	8,223	1,232,905	1,204,058

continued

	Consolidated Entity		Pazent Entity
	2006 \$300	2384 \$306	2005 \$800	13.18 \$328
11 Non-Current Assets - Property, Plant and Equipment
-Land at cost
Opening balance	27,090	27,101	25,029	25,029
Additions	809
Disposals.	(1,607)	(644)
Additions through acquisition of controlled entities		654.
Currency translation differences	(195)	(21)
Closing balance	26,097	27,090	25,029	25,029
Buildings at cost.
Opening balance	206,448	188,802	71,215	-70,973
Additions		.193
Disposals	(5, 159)	(12, 424)
Additions through acquisition of controlled entities		23,978.
Transferred from capital work in progress.	12,695	2,160	9,948
Currency translation differences	(17, 331)	3,739
Closing balance	196,653	206,448	81,163	71,215
Accumulated depreciation
Opening balance	33,241	24,825	18,664	14.711
Depreciation for the year	11,875	9,104.	3,836	3,953
Disposals	(1, 221)	$(1,280)$ .
Currency translation differences	(4, 856)	592
Closing balance	39,039	33,241	22,500	18,664
Net book value	157,614	173,207	58,663	52,551
Net book value of land and buildings	183,711	200,297	83,692	77,580
Leasehold improvements at cost
Opening balance	11,687	11,117.	168	.168,
Additions	5,221	$\sim$ 237 .
Disposals.	(13, 234)	(543)
Additions through acquisition of controlled entities
Transferred from capital in progress	952	$-1,358.$
Currency translation differences	(418)	(482)
Closing balance	4,208	11,687	168	168
Accumulated amortisation
Opening balance	5,575	3,798	168	168
Amortisation for the year	798	2,004
Disposais	(3, 473)	(186)
Currency translation differences	(618)	(41)
Closing balance	2,282	5,575	168	168
Net book value of leasehold improvements	1,926	6,112

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements continued

		Consolidated Entity		Person Katily
	2005 \$3333	2392 \$200 T	2895 \$830	ばな \$888
11 Non-Current Assets - Property, Plant and Equipment (cont.
Plant and equipment at cost
Opening balance	909,382	.666,608	431,207	453,003
Additions	29,431	19,111
Disposais.	(57, 175)	(72, 579)	(1, 270)	(30, 224)
Additions through acquisition of controlled entities		241,486
Transferred from capital work in progress.	82,424	$-42,380.$	56,296	8,428
Currency translation differences	(79, 725)	22,376
Closing balance	884,337	909,382	486,233	431,207
Accumulated depreciation
Opening balance	381,776	364,055.	297,008	294,761
Depreciation for the year	102,755	69,688.	25,910	28,024
Disposals.	(27, 670)	$-(53,374)$	(1, 190)	$-(25, 777)$
Currency translation differences	(44, 291)	1,407
Closing balance	412,570	381,776	321.728	297,008
Net book value of plant and equipment	471,767	527,606	164,505	134,199
Leased property, plant and equipment at cost
Opening balance	33,046
Additions	4,741
Disposals.	(731)
Additions through acquisition of controlled entities		30,645
Currency translation differences	(3, 439)	2,401
Closing balance	33,617	33,046
Accumulated amortisation
Opening balance	214
Amortisation for the year	3,907	208
Currency translation differences	(380)	6
Closing balance	3,741	214
Net book value of leased property, plant and equipment	29,876	32,832
Capital work in progress
Opening balance.	120,170	36,606.	47,420	24,479
Additions.	64,813	$-70,050$	32,029	-31,611.
Additions through acquisition of controlled entities		53,675
Transferred to buildings at cost.	(12, 695)	(2,160)	(9, 948)	(242)
Transferred to plant and equipment at cost	(82, 424)	(42,380)	(56, 296)	(8, 428)
Transferred to leasehold improvements at cost.	(952)	(1,358)
Currency translation differences	(7,049)	5,737
Closing balance	81,863	120,170	13,205	47,420
Total net book value of property, plant and equipment	769,143	887,017	261,402	259,199

11 Non-Current Assets - Property, Mant and Equipment (cont.)

Valuation of land and buildings

Land and buildings are valued every three years.

The most recent valuation of land and buildings was at 30 June 2005. The valuation of these land and buildings was on their fair market value based on existing use and showed an excess of \$133,776,000 above their book value of \$160,539,000. This ~ independent valuation was carried out by Mr PR Dickinson, AAPI AREI, of CB Richard Ellis (V) Pty Ltd and was performed on all the groups properties with the exception of those acquired with the Aventis Behring acquisition in the prior year. The D

The land and buildings acquired through the Aventis Behring acquisition in the prior year were written down to their fair value at the date of the acquisition.

. .			.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ a seri Mexicana de la alta de Moro, a la região final a nela população de 1995, a la alta de 1996, e la nueva n 1000 мандандар көрсөлдөрдөрдүр аландар аны медаль дереда анын мемлекеттик алар меделиктерин менен королу алар	238		8335	The common 8:22/28
$\sim$ 12 Non-Current Assets – Deferred tax assets $\left\lfloor \cdots \right\rfloor$ . The second second a bandara da bandara da bandara ya gunda bandara da da da da da da da da da da da da da				$\cdots$ . .
Future income tax benefit	97.414	644	10.400
a na 1976 a kaominina mpikambana ny kaodim-paositra 2008–2014. Ilay kaominina dia kaominina mpikambana amin'ny 化乙基苯基苯基医心包医卡普氏征计有效数据人名英格兰人姓氏克莱克的变体经交易公司医牙齿

All future income tax benefits are attributable to timing differences. At 30 June 2005, the consolidated entity has unrecognised deferred tax assets in respect of tax losses carried forward of \$62.1 million. (2004; \$47.2 million).

This benefit for tax losses will only be obtained if:

(i) the consolidated entity derives future assessable income of a nature and an amount sufficient to enable the benefit from the deductions for the losses to be realised, and

(ii) the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation, and

(iii) no changes in tax legislation adversely affect the consolidated entity in realising the benefit from the deductions for the losses.

.	849.163
Less: accumulated amortisation.	198.864	178.027
.	650.299	785.380
the contract of the contract of . .	84.411
Less: accumulated amortisation.	10.567	. 5. 787
. . .	73.844	.
	20.000		20.000
. in a market and a company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company o	744.143	$\cdots$		The control

(i) The foreign currency translation differences arising from the translation of self-sustaining foreign operations has decreased goodwill at cost by \$100.8 million this financial year (2004: increased by \$16.0 million).

14 Non-Curent Assets - Other

Deferred borrowing costs	3,352	4.610


lirade creditors	146,846	$232,413 -$	31,356
Accruais and other creditors	251,709	$-191,861.$	23,441
wap payable		34.228
Payable – wholly owned controlled entities			489.139
	398.555	ፈፍՋ ፍሰ2-	543.936	. -ans

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements continued.

		Consolidated Entity	to Kayne	Parent Entity
	2005 \$300	2334 \$600	2835 \$000	23,23 \$(3))
16 Current Lishilities – Interest bearing lishilities
Bank overdrafts - Unsecured	4.091	14,553
Bank loans - Unsecured (refer Note 20(a))	1,011	1.363
Deferred cash settlement for intangibles acquired - Unsecured (refer 20(e))	8,283
Lease Ilability - Secured (refer Note 20(f))	1,756	2.028
Surplus lease space - Unsecured (refer Note 20(g))	6,720	5.353
	21.861	13.297
17 Current Liabilities – Tax Ilabilities
income tax	37.130	26.903		21.960
18 Current Liabilities – Provisions
Employee benefits (refer Note 28)	47,198	61,520	16,717	:4.593
Restructuring (i)	23,319	115,879.
Onerous contracts (ii)	2,467	$-17,420$
Other (iii)	2,187	4,587	1.131	1,250
	75,171	199,406	17,848	15,843

Restructuring

This provision is for restructuring in relation to and as a result of the prior acquisitions.

Onerous contracts

The provision recognised is based on the excess of the estimated cash flows to meet the unavoidable costs under certain contracts over.

the estimated cash flows to be received in relation to the contracts, having regard to the risks of the activities relating to the contracts.

The net estimated cash flows are discounted using market yields at balance date on national government guaranteed bonds with terms to maturity and currency that match, as close as possible, the expected future payments, where the effect of discounting is material.

Movements

(i) Restructuring
Carrying amount at the beginning of the financial year.	115,879	19,305.
Provision made on acquisition (refer Note 35)		-115,360-
Additional provision	5,014	$\pm 9.270$ .
Payments made	(89, 364)	$-(25,752)$
Currency translation differences	(8, 210)	7.696
Carrying amount at the end of the financial year	23,319	115.879
(ii) Operous contracts
Carrying amount at the beginning of the financial year	17,420
Payments made	(13, 371)
Provision acquired.		-15.970
Currency translation differences	(1,582)	1.450
Carrying amount at the end of the financial year	2.467	17.420

	Consolidated Entity		Parent Entity
	2005	2998	2006	2324
	\$000	3333	3368	\$323
18 Current Liabilities - Provisions (cont.)
(iii) Other
Carrying amount at the beginning of the financial year	4.587	340	1,250	456
Additional provision	2.053	3,472	1,277	2,292
Provision acquired		3,487
Payments made	(4,089)	(2,7.12)	(1, 396)	(1,498)
Currency translation differences	(364)
Carrying amount at the end of the financial year	2,187	4,587	1,131	1.250

19 Non-Current Liabilities – Payables
Other creditors.		3,314
Payable - wholly owned controlled entities			29,604
		3.314	29,604

20 Nor-Gurent Liabilities – Interest bearing liabilities
Bank Joans - Unsecured (a).	458.276	236,172
Vendor Ioans - Unsecured (b)		25,776
Senior Unsecured Notes - Unsecured (c)	327,225	362,371
Deferred cash settlement for subsidiary acquired - Unsecured (d)	150,950	158,146
Deferred cash settlement for intangibles acquired - Unsecured (e)	24,255	16,245
Lease liability - Secured (f)	38,485	43,174
Surplus lease space - Unsecured (g)	3,844	9,149
	1,003,035	851,033

(a) The group has a global multi-currency facility of \$A650 million. During the year, Euro 100 million and Yen 7.5 billion were drawn down and a repayment of CHF 22.5 million was also made. The facility expires in March 2007 and March 2009. Interest is payable semi-annually in arrears at a variable rate.

(b) A Swiss franc vendor loan was provided by Rotkreuzstiftung Zentrallaboratorium Biutspendedienst SRK as a deferred settlement of 22.5% of the purchase price for the assets of Rotkreuzstiftung Zentrallaboratorium. The loan balance was repaid on 30 June 2005. Interest was fixed at 4.75% for the term of the loan.

(c) Represents USD250 million of Senior Unsecured Notes placed into the US Private Placement market. The Notes mature in December 2012 with interest fixed at 5.30% and 5.90%. Repayments are made biannually from December 2006 to December 2012.

(d) At reporting date, the company had a deferred cash settlement representing the present value of the remaining consideration payable for the acquisition of Aventis Behring, discounted at the prevailing commercial borrowing rate and payable in tranches as follows:-

- Payment (USD)	Payment Date	Discount Rate
' 30 million	--1 July 2006	3.79%
- 30 million	.31 December 2006
∵ 65 million	-31 December 2007	66%

(e) The company has deferred cash settlements for consideration payable on the acquisition of intangibles, discounted at the incremental borrowing rate at the time of acquisition (ranging from 2% to 3.5%).

(f) Finance leases have an average lease term of 18 years. The average discount rate implicit in the lease is 6.37%.

(g) The liability of surplus lease space is the net future payments for surplus lease space under non-cancellable operating leases discounted at rates implicit in the leases. Refer to Note 31.

Refer to Note 34 for details on the total facilities available and drawn down.

CSL Limited and its controlled entitles

Notes to and forming part of the Financial Statements continued

		Conselldated Entity	P are nt Entic
a para series de Portugales.	2005 \$600	2682 30230	2005 30 米 30
그는 아직 아버지의 그는 아직 사람들이 어떻게 하나 사람들이 있다. 21 Non-Current Liabilities – Deferred tax habilities.
Provision for deferred income tax	106,814	80.577	33.968	12.699
Non-Current Liabilities – Provision
Claims provision including IBNR (i)	5,745	11.161	5.745
Employee benefits (refer Note 28) [11]	138,690	140.801	10.646
Onerous contracts (ii)	12.783	16.347
	157.218	168.309	16.391	20.712

(i) Claims provision including IBNR [1999]

The Australian Government has indemnified CSL Limited for certain existing and potential claims made for personal injury and damage suffered through use of certain products manufactured by CSL Limited under government ownership. The indemnity covers AIDS and hepatitis related claims for blood products derived from Australian blood. The indemnity also covers CID claims for human pitultary hormones (manufacture of which ceased in 1985) and claims for pertussis vaccines manufactured prior to June 1994.

(ii) Orierous contracts

Refer to Note 18 for description of provision.

Movements

Claims provision including [BNR]
Carrying amount at the beginning of the financial year	11.161	15.853	11,161	5.85
Additional provision
Provisions utilised	(5, 416)	(5,000)	(5, 416)	(5,000)
Carrying amount at the end of the financial year	5.745	11.161	5.745	11.161
(ii) Onerous contracts
Carrying amount at the beginning of the financial year	16.347
Provision acquired
'avment made	(1, 311)
Currency translation differences	(2, 253)	1.360
Carrying amount at the end of the financial year	12.783	16,347

A Mitted production of the theory of the team of the company of the continual part of the company of the company of the	Consolidated Entire National Co	Parant Entity World T
r Pears and reasonably in the response of the index of the continent theory is in the Pears that the context is he considered a comparable concert comparable in the fifth of the team of the constant the comparable constants	2003年6月11日 - 2001年1 2007年11月11日 1000年 328	2005 - P - \$6436
the first strip with a transfer of the فالمعاقب والمتاريخ والمحافظ والمتعاون والمتحافظ والمتناوب والمتحال والمتحال والمحافظ Marana ay kalabasan ng mga 1999 na mga katalog na mga 1990 na katalog na mga kalalang nagsigalang ng mga kalalang ng mga kalalang ng mga kalalang ng mga kalalang ng mga kalalang ng mga kalalang ng mga kalalang ng mga kalal 23 Contributed Equity [11] the experiment of the committee of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the con .		the color
Ordinary shares fully paid	$-1.502.417$ 1.223.034 1.223.034	- 1.502.417
	the property of the company of the company	the policy of the

			223122
Municer ni shares	ŚOK XX	·Number of útskes

196,448,377	1,502,417	159,938,660.	936,430
		27,905,594 438,118
		$-7.041.824 - 110.556$
985,210	15.628	$222.740 -$	- 2.825
770.457	21,442	$1,229,417$ .	. ~23,197
68.326	1,342	$\sim$ 110,142 $\sim$ $\sim$ 1,417
			(10,126)
(10,000,000)	(317,795)
188.272.370			1.502.417
		98892	1.223.034 196.448.377

(a) On 10 December 2003 the parent entity issued 27,905,594 fully paid shares at \$15.70 per share for the purpose of enabling the consolidated entity to acquire Aventis Behring. Costs associated with the equity raising have been applied against contributed equity.

(b) On 26 February 2004 the parent entity issued 7,041,824 fully paid shares at \$15.70 per share for the purpose of enabling the consolidated entity to acquire Aventis Befring. Costs associated with the equity raising have been applied against contributed equity

(c) During March, April and May 2005, the Company purchased 10,000,000 ordinary shares on market as part of its ongoing capital management program. Of these 8,871,306 were cancelled prior to year end and 1,128,694 were cancelled after 30 June 2005. The buy-back was approved by the Board on 22 February 2005. The shares were acquired at an average price of \$31.76 per share, with prices ranging from \$28.57 to \$35.05. There is also an on market buy-back taking place subsequent to year end.

(d) Options exercised under SESOP II as disclosed at Note 28 during the year were as follows:

		3.4233 203.223.1.651.673.1 - ELE 83.23, G		TTEDS (25.33), KUI 33,35), V
and the second company of the second company of the second contribution of the second contribution of the second graduate and a structure to the term of the structure	2005 \$32.73	2664 5336	2086 3000
				988
- 100,000 issued at \$8.93.	893		893
58,310 issued at \$10.82	631		631
131,000 issued at \$11.45		355.		355
179,000 issued at \$12.19	1.398	- 784.	1,398	784
519,920 issued at \$13.23	5.192	.686.	5.192	.686
-68,000 issued at \$20.84	1.417		1,417
48,000 issued at \$21.01	1.008		1.008
かいかいかいかいかい 160,000 issued at \$23.07.	3,691		3.691
15,000 issued at \$27.97	420		420
28.720 issued at \$34.04	978		978
	15.628	2.825	15.628	2.825

CSL Limited and Its controlled entitles

Notes to and forming part of the Financial Statements continued

		Consolidated Entity	P are nt Kntity
The process of the 1	2005 śma	2084 8688	2335 3 (米) 2	23.73 SO31
23 Contributed Equity (cont.) (e) Shares issued to shareholders under the Dividend Reinvestment Plan were as follows:
770,457 issued at \$27.83 on 14 October 2004	21,442		21,442
.482,802 issued at \$22.30 on 27 April 2004.		10,766		10,766
- 746,615 issued at \$16.65 on 17 October 2003		12.431		12,431
	21,442	23.197	21,442	23,197
(f) Shares issued to employees under the Global Employee. Share Plan (GESP) as disclosed in Note 28 were as follows:
35,895 issued at \$22.09 on 9 March 2005.	793		793
32,431 issued at \$16.92 on 13 September 2004	549		549
44,721 issued at \$14.32 on 16 March 2004 -		640.		640
- 65,421 issued at \$11.87 on 9 September 2003		777		777
	1.342	1.417	1.342	1,417

Terms and conditions of contributed equity -

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.

Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the company.

24 Reserves

Composition
Asset revaluation reserve	22.837	22,837	22,824
Foreign currency translation reserve	(84.928)	54.536
	(62,091)	77.373	22.824
Foreign currency translation reserve movement . Opening balance - Net exchange differences on translation of foreign.	54.536
controlled entities, net of hedge	(181, 715)	64,435
Transfer to retained profits on sale of business unit	42.251	{3.958}
Closing balance	(84.928)	54.536

Nature and purpose of reserves

The Asset Revaluation Reserve is used to record increments and decrements in the value of non-current assets. The reserve can only be used to pay dividends in limited circumstances. All land and buildings previously revalued are now carried at a deemed cost.

$\epsilon$ , and $\epsilon$

The Foreign Currency Translation Reserve is used to record exchange differences arising from the translation of the financial statements of self-sustaining operations and exchange gains and losses arising on those foreign currency borrowings which are designated as hedges of self-sustaining controlled foreign entities.

	Consolidated Entity		Parent Entity
	23936 \$300	2384 5288	2005 8000	にねる 8628
25 Retained Profits and Dividends
Retained profits at the beginning of the financial year	494.252	329,372	273,837	212,200
Transfer from foreign currency translation reserve on sale
of business unit.	(42, 251)	3,958
Dividends provided for or paid	(84,950)	(58,703)	(84, 950)	(58,703)
Net profit attributable to CSL Limited	546,518	219,625	60,759	120,340
Retained profits at the end of the financial year	913,569	494,252	249,646	273,837
Final ordinary dividend of 26 cents per share fully franked paid on 8 October 2004 (2004; 22 cents per share fully franked)	51,249	35,204	51,249	35,204
Interim ordinary dividend of 17 cents per share fully franked paid on 15 April 2005 (2004: 12 cents per share fully franked)	33,701	23,499	33,701	23.499
	84,950	58,703	84,950	58,703
Dividends not recognised at year end In addition to the above dividends, since year end the directors have recommended the payment of a final dividend of 30 cents per share fully franked (2004: 26 cents per share fully franked) and a special dividend of 10 cents per share franked to 1.78 cents per share (2004: Nil). The aggregate amount of the proposed dividend, based on the number of shares on issue at the date of this report, is expected to be paid on 10 October 2005 out of retained profits at 30 June 2005, but not recognised as a liability. franking credit balance The amount of retained profits and reserves that could be distributed as fully franked dividends from franking credits that exist or will arise after payment of income tax in the next year, excluding debits	73,538	51.077.	73.538	51.077
attaching to the final dividend not recognised at year end

CSL Limited and its controlled enlities

Notes to and forming part of the Financial Statements continued

2684 2005 2005 29834 \$300 氢镁论 52230 SZ (8) ing the problem is the property of the state of 26 Equity .

Total equity at the beginning of the financial year. 2.074.042 :1,282,698 1.799.078 -1.171.454.
Total changes in equity recognised in the statement $\left\lceil \cdot \right\rceil$ . 60.759 273.934 of financial performance with 364,803
Transactions with owners as owners, $-576,113$ (279, 383) (279, 383) -576,113 Contributed equity
(58,703) Dividends (58,703) (84.950) (84, 950)
Total equity at 30 June. 2.074.512 2.074.042 1.799.078 1.495.504

27 Retated Parties Disclosures

Ultimate Controlling Entity

The ultimate controlling entity is CSL Limited.

Transactions with Related Parties in the wholly owned controlled group

The parent entity entered into the following transactions during the year with related parties in the consolidated entity:

. Loans were advanced and repayments received on the long term intercompany accounts;

. Interest was charged on outstanding intercompany loan account balances;

· Sales and purchases of products;

. Licensing of intellectual property,

Provision of marketing services by controlled entities; and

« Management fees were received from a controlled entity.

The sales, purchases and other services were undertaken on commercial terms and conditions.

Payment for intercompany transactions is through the intercompany loan accounts which may be subject to extended payment terms.

Amounts payable to and receivable from parties in the wholly owned controlled entities are set out in the notes to the financial statements.

Ownership interests:

The ownership interests in related parties in the consolidated entity are disclosed in Note 33. All transactions with controlled entities have been eliminated on consolidation.

Transactions with Other Related Parties

During the year, the parent entity did not enter into any transactions with other related parties. Amounts payable to and receivable from other related parties are set out in the notes to the financial statements.

Director and Executive Disclosures

The company has applied the exemption under Corporations Amendments Requlation 2005 which exempts listed companies from providing remuneration disclosures in relation to their specified directors and specified executives in their annual financial reports by Accounting Standard AASB1046 'Director and Executive Disclosures by Disclosing Entities'. These remuneration disclosures, together with other disclosures in relation to AASB 1046, are provided in the Directors' Report designated as audited. The other disclosures required by AASB1046 that are included in the Directors' Report but are not exempted from being included in the Financial Report under Corporations Amendments Regulation 2005 are duplicated below.

27 Related Parties Disclosures (cont.)

Director and Executive Disclosures (cont.)

Directors and Specified Executives Options and Rights Holdings

Performance Rights

							Terns and Conditions for Performance
							~græds diging 2006.
	ãsieme at		Balance at			Value per	– Arsi	J. ZL
	1 kshy	Number	30 have	Napibex	Stand.	-Xişin et	Exercise.	Kangin
	2304	Granted	2006	1.2475880	Date	Grænt Gate	Dain	Date
Executive Directors
B A McNamee	70,000.		70,000
A.M Cipa	40,000		40,000
Specified Executives
P Turner	24,800		24,800
Ç Armit	$-8,400$	.6.000	14,400		25-Aug-04		\$20.69 30-Sep-07 - 25-Aug-11
P Bordonaro	20,800.		20,800
A Cuthbertson	11,100.		11,100
P Turvey	17,100		17,100
K Milroy	5,800		5,800
T Giarla		6.000	6,000		25-Aug-04	\$20.69	$-30$ -Sep-07. $-$	1:25-Aug-11
A Martinez	7,000		7,000
M Sontrop.	6,100		6,100
H Strenger	2,800		2,800
Total	213,900	12,000	225,900

SESOP and SESOP II Options
	Balance at . 1 luly - 23334	Bumbs: Granted	finnies: Exercitori	- Stander Lapsed	Ssiance at 30 kgw 2005	Muniaz Verkerk
Executive Directors
B A McNamee	-100,000		100,000.
A M Cipa.	100,954		25.954		75,000	60,000
Specified Executives
P Turner	185,192		10,192		175,000	80,000
C Armit	250,000		160,000.		90,000
P Bordonaro	101,000.		26,000		75,000	60,000
A Cuthbertson	135,000		48,000		87,000
P Turvey	125,924.		-25,924.		100,000	40,000
K Milroy	84,000.		14,000.		70,000	-21,000
T.Glarla j	:39,500.		36,000		103,500	72,000
M Sontrop	91.000		33.000		58,000	19,800
Total	1,312,570		479,070		833,500	352,800

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements continued

27 Related Parties Disclosures (cont.)

Director and Executive Disclosures (cont.)

Director and Specified Executives Shares on Exercise of Options and Rights

	i i Bernedig eg a med ne Date Option Grantext	Kamier of shares	$\mathbb{P}$ and $\mathbb{S}$ per share
Executive Directors
B A McNamee.	November 1997	100,000	$8.93 -$
A.M Cipa	July 1998,	$-5,954$	.10.82.
	July 1999.	$-20,000$	$-13.23$
Specified Executives
P Turner	July 1998	10,192	10.82.
C Armit	February 2000	160,000	23.07
P Bordonaro	July 1998.	6,000	10.82
	July 1999.	20,000	13.23
A Cuthbertson	February 2000	48,000	21.01.
P Turvey	July 1998.	5,924	10.82
	July 1999	20,000	13.23
K. Milroy	July 1999.	14,000	13.23
T Giarla	July 1999.	36,000	13.23 ₁
M Sontrop	July 1999	33,000	13.23
Total		479,070

For all of the Options granted, the time-related vesting criteria was 60% of the allocation after 3 years from grant date, 20% after 4 years from grant date and the balance of 20% after 5 years from grant date.

	27 Related Parties Disclosures (comt.) -

Director and Executive Disclosures (cont.)

Directors and Specified Executives Shareholding

Total	1,007,424	479,070	(785, 144)	701,350	702,649
H Strenger
M Sontrop	559	33,000	(32,704)	1,855	1,855
A Martinez			12î	121	121
T Giarla	40,500	36,000	(76, 500)
K.Milroy	33,304	14,000	(8, 701)	36,603	36,603
P Turvey.	30,734.	25,924.	(9,687)	46,971	46,971
A Cuthbertson	30,379	48,000	(30,000)	48,379	48,379
P. Bordonaro	36,760	26,000	(36,000)	26,760	26,760.
C Armit	724	160,000	(49, 814)	110,910	110,910
P Turner	2,050	[10, 192]		12,242	12,242
Specified Executives
A C Webster.	7,876		966	8,842	8,999
K. J Roberts	4,872		.966.	5,838	5,995
M.A.Renshaw			659.	659	.816
I A Renard	5,342		1,031	6,373	6,530
E A Alexander	5,215		$-1,301$	6,516	$-6,673$
J Akenurst.	2,500		3,813	6,313	6,470
P.H. Wade	28,490		$-2,420$	30,910	31,267
A M Cipa.	8,468	25,954	(25, 875)	8,547	8,547
B A McNamee	770,651	100,000	(527, 140)	343,511	343,511
Directors
	2034	durkny year	during year	2005	this Wapont
	Baiance. 20. Lily	- Opticana Łagrętszej	- Ottar Creations.	Salance at 30 kme	Salerna ng of date of

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements continued

27 Related Parties Disclosures (cont.)

Director and Executive Disclosures (cont.)

Loans to Directors and Specified Executives

Details of the aggregate of Joans to Directors and Specified Executives are as shown:

			Salance. SMO.
Directors	.882		941 1,882
Specified executive:	.930	218.	5,041
	1.587		1.930
Total Directors and Specifed Executives 2005			5,982
	-480	270	3.812

Details of individuals with loans above \$100,000 in the reporting period are as follows:

					Buy rest
	Batance at 1 hev 2304 -	interest	$\sim$ - Francest. Charged Not Charged 30 have 2005	Balance at	. meing in parioti
		832633		家演彩	\$(2)
Directors
B.A.McNamee	1,834		69	893	2.727.
Specified Executives
P Turner,			4.	110	110
C Armit			63.	2,537	2,537.
P. Bordonaro	462		:30.	330	791.
A Cuthbertson	155.	h	54.	1,008	1,008
P. Jurvey	397			693	.726
K Milroy	381		23.	463	163
^-T Giarla	536				1.012.
M Sontrop					437

Other Transactions and Balances with Directors and Specified Executives

The directors and specified executives and their related entities have the following transactions with entities within the consolidated entity that occur within a normal employee, customer or supplier relationship on terms and conditions no more favourable than those which it is reasonable to expect the entity would have adopted if dealing at arm's length in similar circumstances.

. The Company has a number of contractual research relationships with the University of Melbourne of which Mr lan Renard is the Chancellor and Miss Elizabeth Alexander is the Chair of the Finance Committee and a member of the Council.
. The parent entity made contributions during the financial year to the CSL Superannuation Plan. Dr B.A McNamee is a shareholder of the Plan's trustee company, but not a member of the Plan.

		-Consolidated Enifty		Parant Entity
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, a de la componentación de la componentación de la componentación de la componentación de la componentación de En la componentación de la componentación de la componentación de la componentación de la componentación de la от на селото се станителните на селото се от селото место и селото на селото 1994 година, селото место селото н	233135 saa		20335 紫微鏡
Maria Maria Maria Mandala (Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Mari .28 Employee Senefits And $\Box$ Employee benefit liabilities: $\Box$ . $\Box$ . $\Box$
Provision for employee benefits - current (note 18)	47.198	61.520	16,717
Provision for employee benefits - non-current (note 22)	138.690	140.801	10.646	9.551
	185.888	202.321	27.363	24.144
The number of full time equivalents employed at 30 June.	6.474	7.565	1.253	1 21G

Employee Share Ownership Schemes -

CSL Limited operates the following schemes:

Senior Executive Share Ownership Plan (SESOP) ~

The establishment of the SESOP plan was approved by special resolution at the annual general meeting of the Company on 15 August 1994. .

Under the rules of SESOP, the parent entity has provided an interest free loan to each participant which was used to acquire the options. A receivable is included in the financial statements in Note 9, In the event of lapse, the parent entity has undertaken to acquire the options at an amount equal to the option price. This amount will be used to discharge the participants' loans. Options issued under SESOP ceased during the year ended 30 lune 1997. الرابط ويتحاجم والمحجر والمتحدث

There are no longer any SESOP options outstanding however there are some interest free loans associated with exercised SESOP options remaining...

Revised Senior Executive Share Ownership Plan (SESOP II)

The establishment of the SESOP If plan was approved by special resolution at the annual general meeting of the Company on 20 November 1997.

Under the rules of SESOP II no loan is made to the recipients of options until the option is exercised. Consequently, no amounts are recorded in receivables until the option is exercised. The options are issued for a term of seven years and begin to be exercisable after the third anniversary of the date of grant. The

options cannot be transferred and are not quoted on the ASX. All and produce the access the control of the active of

Performance hurdles for both the consolidated entity and employees must be met before the options can be exercised. The exercise price is calculated using the weighted average price over the 5 days preceding the issue date of the option.

The following table summarises information about options outstanding at 30 June 2005.

·我你 of Grant Date Employees-	Opening Baiance Granted	During the year `Kxerchec! 1.7209998	Balance st 30 Anne 2005	Expiry Exercise T Date Prise
SESOP II = 20 November 1997	100,000	-100,000.		\$8.93 20-Nov-04
SESOP # - 14 July 1998 : 11	58,310	358,310.5		$$10.82 - 14 - h1 - 05$
SESOP II - 13 July 1999. 27.	392,480-	392,480.		\$13,23 13-Jul-06
SESOP II - 16 November 1999.	85,000	68,000	17,000	\$20.84 16-Nov-06
SESOP II: 28 February 2000	-60,000.	48,000 -	12,000	\$21.01 28-Feb-07
SESOP II - 9 February 2000	200,000 .	160.000.	40,000	\$23.07 - 9-Feb-07 -
SESOP B - 2 August 2000 28	612,700	$^{\circ}28,720$ $\scriptstyle\sim$ 25,000	558,980	\$34.04 2-Aug-07
SESOP II - 20 June 2001 34	649,500	15.100 :	634,400	\$37.54 - 20-Jun-08
SESOP II - 21 August 2001. З.	90,000		90,000	\$49.31 20-Aug-08
SESOP II - 23 August 2001 -	-198,000 .	72,000	126,000	$$37.54 - 22-Auq-08$
SESOP II - 18 October 2001	-5,000		5,000	\$43.51 20-Aug-08
SESOP II = 10 December 2001	${\sim}91{,}000$ .	28,000	63,000	\$49.94 9-Dec-08
SESOP II = 28 January 2002	20,000		20,000	\$47.20 28-Jan-09
SESOP # - 23. July 2002 -	49.1,091,200.	- 62,500 15,000-	1.013,700	\$27.97 23-Jul-09.
SESOP # - 16 October 2002	$-30,000$		30.000	\$20.67 16-Oct-09
29 SESOP # - 1 July 2003	507,600	114,700	392,900	\$12.19 1-Jul-10
Total	4,190,790	202,600 985,210	3.002,980

28 Employee Benefits (cont.)

Senior Executive Share Ownership Plan (SESOP II)

.
The following table summarises information about options exercised by employees during the year ended 30 June 2005:

Number of Options	Grant. Date	Exemise Date	Cezisy ïlate	Exercise Bride	Proceeds from shares issued	Mazder of shares issued	issue Oate	Pair value of Stuares issaed
42,426	14-纪科1998	31-Aug-2004	14-Jul-2005	\$10.82	\$459,049	42.426	03-Sep-2004	\$25.85
342,480	13-Jul-1999	31-Aug-2004	13-Jul-2006	\$13.23	\$4,531,010	342,480	03-Sep-2004	\$25.85
100,000	20-Nov-1997	31-Aug-2004	20-Nov-2004	\$8.93	\$893,000	100,000	03-Sep-2004	\$25.85
68,000	16-Nov-1999	31-Aug-2004	16-Nov-2006	\$20.84	\$1,417,120	68,000	03-Sep-2004	\$25.85
48,000	28-Feb-2000	31-Aug-2004	28-Feb-2007	\$21.01	\$1,008,480	48,000	03-Sep-2004	\$25.85
9,930	14-Jul-1998	17-Sep-2004	14-Jul-2005	\$10.82	\$107,443	9,930	20-Sep-2004	\$29.75
19,200	01-Jul-2003	17-Sep-2004	01-Jul-2010	\$12.19	\$234,048	19,200	20-Sep-2004	\$29.75
14,000	13-я́л-1999	17-Sep-2004	13-Jul-2006	\$13.23	\$185,220	14,000	20-Sep-2004	\$29.75
48,000	01-地斗2003	10-Dec-2004	01-Jul-2010	\$12.39	\$585,120	48,000	13-Dec-2004	\$28.30
5,954	14-Jul-1998	23-Feb-2005	14-Jul-2005	\$10.82	\$64,422	5,954	28-feb-2005	\$31.99
36,000	13-яя⊱1999	23-Feb-2005	13-Jul-2006	\$13.23	\$476,280	36.000	28-feb-2005	\$31.99
160,000	09-Feb-2000	23-Feb-2005	09-feb-2007	\$23.07	\$3,691,200	160,000	28-feb-2005	\$31.99
47,500	01-я́и - 2003	10-Mar-2005	01-Jul-2010	\$12.39	\$579,025	47,500	15-Mar-2005	\$33.49
15,000	23-纪时-2002	10-Mar-2005	23-Jul-2009	\$27.97	\$419,550	15,000	15-Mar-2005	\$33.49
28,720	02-Aug-2000	23-Mar-2005	02-Aug-2007	\$34.04	\$977,629	28,720	28-Mar-2005	\$35.08
985.230					\$15,628,596	985,210

The following table summarises information about options exercised by employees during the year ended 30 June 2004:

-Nunde et Gathan	$-63233$ üate	Kreniye Bate	- Expiry - 1 - 1 - Exemplae Date	Pzka	- Presencis Number of from Susres Issueež	$\pm 0.00000$ ${5,3,3,4}$	1891.35 Date	Tair value -of Shares Issued
-14,000.	≅17-Mar-1998	10-Jul-2003. UNITZ-Mar-2005. N\$11,45.11150.300.					$-14,000 - 22$ -Jul-2003 $-$ \$13.82.
- 9,000.	17-Mar-1998	$\degree$ 12-Oct-2003 $\degree$ 17-Mar-2005 $\degree$ \$11.45 $\degree$ \$103,050				19,000	15-Oct-2003 1516.98
.18,000 .		.13-Jul-1999.				[18,000]	$07 - Noy - 2003 - $17.52$
-40,500 -		- 13-Jul-1999. 17-Jan-2004. 13-Jul-2006. \$13.23.					$\sim$ \$535,815 $\sim$ 40,500 $\sim$ 20-Jan-2004 [1\$17.57].
35,000.	- 13-JuE1999 - 11 28-Mar-2004 - 13-JuI-2006 - 1∼\$13.23 - 15463,050 (11-35,000 - 131-Mar-2004 - \$20.98
35,000.		01-Jul-2003 28-Mar-2004	$01 - 1.1 - 2010$ \$12.19 \$426,650				35,000 31-Mar-2004 \$20.98
:29,300-		$-01$ -Jul-2003 $-12$ -Apr-2004	$-01$ -Jul-2010. $-$ \$12.19 $-$				$-$ \$357,167 $-$ 29,300 $-$ 35-Apr-2004 $-$	$-$ \$23.20
33,940	$-13 - 11 - 1999$	12-Apr-2004	$-13$ -Jul-2006. $-$ \$13.23. $-$ \$449.026.				$-33,940 - 15$ -Apr-2004	$-$ \$23.20
8.000	17-Mar-1998	12-Apr-2004	17-Mar-2005	\$11.45	\$91,600	8,000	15-Apr-2004	\$23.20
222.740		arrange and threaten three chairs and three presidents and			\$2,824,798	222.740

The fair value of shares issued during the reporting period is considered to be the market price of shares of CSL Limited on the ASX as at the closing of trading on their respective issue dates.

28 Employee Benefits (cont.)

Employee Performance Rights Plan.

The establishment of the Performance Rights Plan was approved by special resolution at the annual general meeting of the Company on 16 October 2003.

Unless otherwise determined by the Board, Performance Rights will be granted for no consideration payable by the employee. A Performance Right represents the right to subscribe for or acquire one share for either nil or monetary consideration not exceeding $$1.00$ per share.

A Performance Right may only be exercised when it has become a Vested Performance Right. Unvested Performance Rights cannot. be exercised. Vested Performance Rights can be exercised from the date they become Vested Performance Rights until they lapse.

Performance Rights may become Vested Performance Rights if the Company satisfies specified Performance Hurdles during specified Performance Periods. The Performance hurdle is the Company's Total Shareholder Return (TSR) relative to the ASX top 100 index (excluding commercial banks, oil and gas and selected metals and mining companies).

The Performance Period is 3 years (or, if not fully met after 3 years, then 4 years or 5 years) with the Test Dates occurring at the end of Years 3, 4 and 5. The Performance Hurdles will 'cascade' so that a proportion of Performance Rights become Vested Performance Rights when a minimum target is reached, and the proportion will increase as performance exceeds the minimum target.

If, on any Test Date, the Company's performance does not place it above the 50th percentile, in terms of TSR ranking, none of the Performance Rights will vest. Where the Company is placed at or above the 75th percentile, all of the Performance Rights will vest. Between the 50th and 75th percentiles, the proportion of Performance Rights that will vest will increase on a straight line basis.

No loans are provided by the Company in relation to the grant of Performance Rights to, or exercise of Performance Rights by employees under the Performance Rights Plan.

The following table summarises information about performance rights outstanding and exercisable at 30 June 2005;

	Isanica		Durino the vear:		Balance at	Exembas	Earliest	-Bazáry
Grant Date	Baince	Camana	Exercised	Læssed	30 have 2005	管弦器	Vezbra Date	Date
16-Oct-2003 50,000					50.000			Mill 30-Sep-2006 27-Oct-2010.
15-0ec-2003 1153,000				(24, 400)	128.600		Nit 30-Sep-2006. 27-Oct-2010
28-Apr-2004 60,000					60.000		Nit 31-Mar-2007 31-Mar-2011
$-21$ -Jun-2004 $-132,300$ .					132.300		Nil 31-Mar-2007 31-Mar-2011
29-Oct-2004		83.400			83.400	Nii	30-Sep-2007	25-Aug-2011
	395.300	83,400		(24,400)	454.300

Global Employee Share Plan (GESP)

Global Employee Share Plan (GESP) also operates whereby employees make contributions from after tax salary up to a maximum of \$3,000 per contribution period. The employees receive the shares at a 15% discount to the applicable market rate, as quoted on the ASX on the first day or the last day of the six month contribution period, whichever is lower.

29 Superammuztion Plans

The consolidated entity sponsors a range of superannuation plans for its employees worldwide. Entities of the consolidated entity who operate benefit plans contribute to their respective plans in accordance with the Trust Deeds following receipt of actuarial advice.

The consolidated entity's defined benefit plans as at 30 June 2005 are as follows:-

Name of the plan	Ym.	Date of Last Assessment	Note
CSL Superannuation Plan (Australia)	Defined Benefit.	30 June 2005	{a} .`
ZLB Bioplasma AG Pension Fund (Switzerland)	Defined Benefit.	30 June 2005.	$\langle \varphi \rangle$ .
ZLB Behring Pension Plan (US PP)	Defined Benefit	30 June 2005	(C) [
: ZLB Behring Union Pension Plan (US UPP).	Defined Benefit .	130 June 2005	(c)
ZLB Behring GmbH Pension Plan,
~ ZLB Pharma GmbH Pension Plan and	Defined Benefit.	(30 June 2005)	$\Theta_{\rm L}$
ZLB Behring KG Pension Plan (Germany)
ZLB Behring KK Retirement Allowance Plan (Japan)	Defined Benefit.	≅30 June 2005

Details of the above superannuation plans as at the date of their last assessment are as follows:- ...

	Australia 家族第	Switzerland \$093	被殺 3036	US 8392 \$988	Germany 協議館	780883 \$838	Total \$683
Net market value of plan assets.	26.040	193,688	62.158	44.055			325.943
Accrued benefits	(26,199).	(193,637)	(73.190)	(65, 244)	(57,616)	(5.672)	(423, 558)
	(159)	51	(11,032)	(21, 189)	(57,616)	(5.672)	(95, 617)
Amounts provided	169		11.032.	21.389	57.616	5.672	95,668
Excess of plan assets and amounts provided over accrued benefits		-51
Vested benefits	24.140	163.964	73.190	65.244	-52.320	3.932	382.790

(a) The actuarial assessment of the CSL Superannuation Plan was performed by Mr P.Shallue, BSc., FIAA of Mercer Benefit Services. , Pty Ltd. on 30 June 2005. The UNITED States all the Chronicle T a da 1970 e segundo de la Caracción.
Nos estados estados de la Caracción de la Caracción.

(b) The actuarial assessment of the ZLB Bioplasma AG Pension Fund was performed by Mr M A Rothlisberger, Qualified Pension Actuary and Dr. Q Kern, Dipt. phys. ing. ETH of AON Chuard Consulting AG on 30 June 2005.

(c) The actuarial assessments of the ZLB Behring Pension Plan and ZLB Behring Union Pension Plan were performed by Mr. T Billone, ASA and Mr.C Chinici, EA of Buck Consultants on 30 June 2005. Name

(d) The actuarial assessment of the ZLB Behring GmbH Pension Plan, ZLB Pharma GmbH Pension Plan and ZLB Behring KG Pension Plan were performed by M Grünzig and F Tiede, certified actuaries of Hochster Pensions Benefits Services GmbH on 30 June 2005.

(e) The actuarial assessment of the ZLB Behring KK Retirement Allowance Plan was performed by Mr M Suzuki, Certified Pension Actuary, FIAJ, and Mr Z Watanabe, Certified Pension Actuary, FIAJ of Mercer Human Resource Consulting Ltd. on 30 June 2005.

		Consolidated Entity		Pazent Bully
	2386	$-2604 -$	2005	-238)
30 Remuneration of Auditors Amounts received, or due and receivable, for the audit and review of $_\odot$ the financial reports of the parent entity and its controlled entities by $\pm$
- Ernst & Young	590.217	-608.000.	590,217	- 608.000
- Ernst & Young related practices	2,391,655	2,352,576
	2,981,872	2.960.576	590,217	608,000
sa ang pangyayang mga mitira Amounts received, or due and receivable, for the other services in relation to the parent entity and its controlled entities by:
- Ernst & Young '	602.672	$-326.200.$	602,672
- Ernst & Young related practices ²	19.695	4.851.940
	622.367	5.178.140	602,672	326,200
	3,604.239	8,138,716	1,192,889	934.200

Includes completion audits in relation to the JRH disposal, IAS Implementation advice and other compliance audits (2004 includes, work on the Aventis Behring acquisition). Refer Directors' report for further details. New York on

² Completion audits in relation to the JRH disposal (2004 includes financial due diligence in relation to the Aventis Behring

acquisition). Refer Directors' report for further details,

			Parent Entity
2393 \$868	2332 338	2005 \$832	232 公公社
10.550		4,500
	446
10.550	32.741.	4,500	9.985

31,889	29,436	1,433	$-3,378$
86,222	.112,241	2,619	.176
132,268	140,543	378	158
250,379	282,220	4,430	2.712

250.379	282.220	4.430	2,712
		Consolidated Entity 32,295

Operating leases entered into relate predominantly to leased land and rental properties. Rental payments are generally fixed, but with inflation escalation clauses on which contingent rentals are determined. No operating leases contain restrictions on financing or other leasing activities.

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements. continued

			Parent Entity
2005 \$3233	2388 9288	2636 \$000	20,834 \$QQQ


1,937	1,912
8,374	7,575
32,329	37,877
42,640	47,364
(2, 399)	(2, 162)
40,241	45,202
1,756	2,028
38,485	43,174
40,241	45,202



6,720	5.353.
1,756	2,028
8,476	7.381

3,844	9.149
38,485	43,174
42,329	52,323
50,805	59,704
		Consolidated Entity

32 Contingent Assets and Liabilities

Guarantees

Details and estimates of maximum amounts of contingent liabilities, classified in accordance with the party from whom the liability $\therefore$ could arise for which no provisions are included in the financial statements, are a

- Parent entity guarantee of controlled entity borrowings [111111111111111111111111111111111111	state of Gage of the
.
.

As explained in Note 33, the parent entity has entered into a deed of cross guarantee in accordance with a class order issued by the Australian Securities and Investments Commission. The parent entity, and the controlled entities which are party to the deed, have guaranteed the repayment of all current and future creditors in the event that any of these companies are wound up.

Service Agreements

The maximum contingent liabilities for benefits under service agreements, in the event of an involuntary redundancy, is between 3 to 12 months. Agreements are held with the managing director and persons who take part in the management of the companies in the consolidated entity.

These contingent liabilities amount to:	24.	. 780	3.36?
.

32 Contingent Assets and Liabilities (cont.)

Contingent consideration on acquisitions

On 31 March 2004, the consolidated entity acquired the global plasma therapeutics business of Aventis Behring. The consideration included contingent payments. A cash payment or issue of shares (at CSL Limited's discretion) in the amount of USD 125 million wilt be required to be made by the consolidated entity if the fourth year ordinary share price of CSL Limited is above A\$28 per share ('trigger price'). To satisfy this requirement, the volume weighted average share price of an ordinary share of CSL Limited must be above the trigger price for 20 consecutive trading days for the period starting from 1 October 2007 and ending on 31 March 2008.

A further cash payment or issue of shares (at CSL Limited's discretion) in the amount of USD 125 million will be required to be made by the consolidated entity if the fourth year ordinary share price of CSL Limited is above A\$35 per share. The same requirement for the trigger price must be satisfied as mentioned above.

Litigation

The consolidated entity is currently involved in litigation with both Bayer and Baxter over alleged infringement of the consolidated entity's interest in the Freudenberg patent covering technology involved in the production of rFVIII. Bayer has filed a counter suit against the consolidated entity, claiming breach of the Helixate supply agreement. There is no guarantee that the consolidated entity will be successful in their defence of this patent. Bayer's counter suit against the consolidated entity represents a threat to the continued supply of Helixate from Bayer.

The consolidated entity is involved in other litigation in the ordinary course of business. The directors believe that future payment for any contingent liabilities in respect of litigation is remote. The consolidated entity has disclaimed liability for, and are vigorously defending, all current claims and actions that have been made.

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements continued

	Country of Instructuation	Percentage Owned
		2005 %	22, 12 %
33 Controlled Entities
Parent Entity:
CSL Limited.	Australia
Controlled Entities of CSL Limited:
JRH Biosciences Pty Ltd	Australia		100	(e)
Cervax Pty Ltd	Australia	74	74.
CSL (New Zealand) Limited	New Zealand	100	100	(a)
Iscotec AB	Sweden	100	100.	$(a)$ .
CSL International Pty Ltd	Australia	100	100.
CSL Finance Pty Ltd	Australia	100	100
CSL Denmark ApS.	Denmark	100	100.	(a)
ZLB Behring AG.	Switzerland,	100	-100.	(a)
ZLB GoribH.	Germany	100	100.	(a)
CSL UK Holdings Limited	England.	100	100.	$\left( a\right)$
JRH Biosciences Limited	England		100.	(e)
ZLB Bioplasma UK Limited	England	100	100.	(a)
ZLB Bioplasma Belgium spri	Belgium		100.	(a)(b)
ZLB Bioplasma Italy srl	Italy		100.	(a)(c)
CSL US Inc.	JISA		100.	(e)
JRH Biosciences Inc	USA		100.	$(e)$ .
ZLB Holdings Inc.	USA	100	-100.	(a)
ZLB Bioplasma (Hong Kong) Limited ZLB Behring LLC	Hong Kong JSA	100	100.	(a)
ZLB Bio-Services Inc.	USA	100	100. 100.	$\left\langle a\right\rangle _{a}$
ZLB Behring Sales Force Inc.	USA	100	100.	-(a)(d) (a)
ZLB Bioplasma Inc	USA	100	100	(a)
ZLB Behring Canada Inc.	Canada	100	100	(a)
ZLB Behring Brazil Comercio de Produtos
Farmaceuticals Ltda	Brazil	100	300 ₁	(a)
ZLB Behring KK	Japan,	100	100	.(a)
Aventis Behring S.A. de C.V.	Mexico	100	.100	(a)
ZLB Behring S.A.	France	100	$-100$	(a).
ZLB Pharma GmbH	Germany	100	100.	$(a)$ .
Aventis Behring Hispaniola S.A.	Dominican Republic		-100	$(f)$ .
ZLB Behring Foundation for Research and Advancement of Patient Health	USA	100	100	(a) .

	Country of incorporation		Percentage Owned
		2006 %	208
33 Controlled Entities (cont.)
ZLB Behring Verwaltungs GmbH	Germany	100	100 (a)
ZLB Behring Beteiligungs GrnbH & Co KG	Germany	100	100 (a)
ZLB Plasma Services GmbH	Germany	100	100. (a)
ZLB Behring GrribH.	Germany	100	100. (a)
ZLB Behring (Switzerland) AG	Switzerland	100	100 (a)
ZLB Betring GmbH	Austria	100	100. (a)
ZLB Behring S.A.	Spain	100	100. (a)
ZLB Behring A.B.	Sweden	100	100. $(a)$ .
ZLB Behring S.p.A.	∑ltaly	100	100 (a)(c)
ZLB Behring N.V.	Belgium.	100	100 (a)(b)
ZLB Behring Lda.	Portugal.	100	10Q {a}
ZLB Behring MEPE	Greege	100	-100. (a)
ZLB Behring Asia Pacific Limited.	Hong Kong	100	100. (a)
ZLB Behring S.A.	Argentina.	100	-100. (a)
ZLB Behring Holdings Ltd.	England.	100	$-100$ (a)
ZLB Behring UK Ltd.	England	100	100 ${a}$

(a) Audited by affiliates of the parent entity auditors. The con-

المهمون والمحافظ والأرادي

(b) ZLB Bioplasma Belgium sprt merged with ZLB Behring NV during the financial year, as a consequence 52% of the share capital of ZLB Behring NV is owned by CSL Denmark ApS. e en la presentat de la distribució de la distribució de la proposició de la distribució de la distribució de
La política de la distribució de la distribució de la proposició de la seu en la distribució de la distribució

(c) [ZLB Bioplasma Italy srl merged with ZLB Behring S.p.A. during the financial year, as a consequence 3% of the share capital of ZLB Behring S.p.A is owned by CSL Denmark ApS.

(d) ZLB Bio-Services Inc merged with ZLB Bioplasma Inc during the year.

(e) Entity was sold on 28 February 2005.

(f) Entity dissolved during the year.

33 Controlled Entities (cart.)

A deed of cross guarantee between CSL International Pty Ltd and CSL Limited was enacted on 20 June 1995 and relief was obtained from preparing financial statements of CSL International Pty Ltd under the ASIC Class Order. On 30 June 2003, an Assumption Deed was lodged with ASIC, which joins CSL Finance Pty Ltd and JRH Biosciences Pty Ltd as parties to the deed of cross guarantee. JRH Biosciences Pty Ltd was removed from the deed on its disposal from the group during the year. Under the deed, all entities guarantee to support the liabilities and obligations of each other. Financial information for the class order group comprising CSL Limited, CSL International Pty Ltd. CSL Finance Pty Ltd and JRH Biosciences Pty Ltd (until its disposal on 28 February 2005) is as follows:

26255 2324 \$3W 8:339 Statement of Financial Performance Sales revenue 403,201 452,475 Cost of sales 202,458 253,290 Gross profit. 200,743 199,185 443,140 134,159 Other revenues Research and development expenses 59,192 46,856 Selling and marketing expenses 43,132 45,068 43,847 General and administration expenses 42,804 Borrowing costs 23.807 $-19,444$ Carrying amount of net assets of discontinued operations sold 261,678 24,920 Profit from ordinary activities before income tax expense 212,227 154,252 Income tax expense relating to ordinary activities 15,748 35,753 Profit from ordinary activities after income tax expense 196,479 118,499 Set out below is a summary of movements in consolidated retained profits of the closed group: Retained profits at the beginning of the financial year 461,246 401,450 Net profit. 196,479 418,499 Dividends provided for or paid $(84.950)$ $(58,703)$ Retained profits at the end of the financial year 572,775 461,246

33 Commoffed Entitles (cont.) 2386 2004 SOH) .
9889 Statement of Financial Position CURRENT ASSETS Cash assets 461,769 $[12,561]$ Receivables 50,951 63,631 Inventories 59,451 93,753 Other 2,419 3,894 Total Current Assets 574,590 173,839 NON-CURRENT ASSETS 456,876 Receivables 653,387 Other financial assets 1,301,407 1,534,091 Property, plant and equipment. 261,402 259,993 Deferred tax assets 10,400 $-10,233$ Intangibles 20,000 20,000 2,050,085 Total Non-Current Assets 2,477,704 TOTAL ASSETS 2,624,675 2,651,543 CURRENT LIABILITIES Payables. 138,221 $-57,938$ Tax liabilities 16,219 Provisions 17,848 15,622 Total Current Liabilities 156,069 89,779 NON-CURRENT LIABILITIES Payables 1,328 34,941 Interest bearing liabilities 598,286 489,681 Deferred tax liabilities 33,968 29,943 Provisions 16,391 20,712 Total Non-Current Liabilities 649,973 575,277 TOTAL LIABILITIES 806,042 665,056 NET ASSETS 1,818,633 1,986,487 EQUITY Contributed equity 1,223,034 1,502,417 Reserves. 22,824 $-.22,824$ Retained profits 572,775 461,246 TOTAL EQUITY 1,818,633 1,986,487

CSI, Limited and its controlled entitles

Notes to and forming part of the Financial Statements continued

		kmsolidated Entñv
nni manara amara ang mga mga r Marka Magdung di Kasar Adam Milya di Gabupat dan juga sebagai kara mengali kecamatan Mangguna menjujukan ke the meaning a subscription of the contract of a subscription of the through	2005 923833	2084	2005 实践第
AUTOMOTIVE PROGRAM 4 Statement of Cash Flows
Recondiliation of Cash Assets and Non-Cash Financing and Investing Activities
(i) Cash at the end of the year is shown in the statement $\cdot$ of financial position as:
Cash on hand :	258.528	112.478.
Cash deposits	465.314	$\ldots$ 2.418 $\ldots$	461,769
Bank overdrafts	(4.091)	(4.553)
	719.751	110.343	461.769	12.700

(ii) Non-Cash Financing and Investing Activities

On 31 March 2004, the consolidated entity acquired the global plasma therapeutics business of Aventis Behring through the acquisition of 100% of the share capital of Aventis Behring LLC and Aventis Behring GmbH for \$954.0 million. \$146.5 million of the consideration amount represents deferred consideration at the date of acquisition.

Reconciliation of Profit from Ordinary Activities after Tax- to Cash Flows from Operations.
Profit from ordinary activities after tax	546,518	219,625.	60,759	120,340.
Non-cash items in profit from ordinary activities
Depreciation and amortisation.	170.701	129,995.	29,746	-31,977.
Loss on sale of property, plant and equipment.	1,994	2,584	67	1,034
Amortisation of borrowing costs.	1,258	.974
Changes in assets and liabilities, net of the effects of purchase of controlled entities
- (Increase)/decrease in receivables.	(83, 560)	55,773	(14, 463)	16,437.
(Increase)/decrease in inventories	157,972	(33, 268)	6,696	(7,882)
(Increase)/decrease in prepayments	(3, 147)	(20, 869)	475	(2, 392)
(Increase)/decrease in tax assets	(22,016)	(18, 651)	(575)	.668
Increase/(decrease) in payables	40,234	(13, 793)	892	(6, 562)
Decrease in provisions.	(36, 572)	$\scriptstyle{\sim}$ (20,924) .	(2, 316)	(5,271)
(Increase)/decrease in tax liabilities	44,087	7,892	(5, 558)	10,043
	817,469	$-309,340.$	75,723	-158,392.
Less: Profit on sale of a business unit	249,647	102.346		75,189
Net cash inflow from operating activities	567,822	206.994	75,723	83,203

34 Statement of Cash Flows (cont.)

Financing Facilities The consolidated entity has access to the following financing facilities with a number of financial institutions;

		konsolkiated Entin		Parant Enti
		Drzysta doveni
			3030	SO: 21
June 2005
Bank overdraft facility (b), (d)	9,383	4,091	5,292	4.482	4,482
Bank loan facilities (a), (d)	658.514	459.287	199,227
Total financing facilities (c)	667.897	463.378	204.519	4.482	4,482

June 2004
Bank overdraft facility (b), (d)	, 141,		58.
Bank loan facilities (a), (d)	758.906	237.535	521.371
Total financing facilities (c)	768.046	242,088	525,958	4.587	4.587

(a) Drawn facilities expire in March 2007 and March 2009.

e e esp

(b) No specific expiry date.

(c) The current/non-current allocation of loan facilities reflect the existing refinancing arrangements in place during the period.

(d) The bank loan and overdraft facilities have certain loan covenants attached to them. As at balance date, the consolidated entity was in compliance with these covenants.

Disposal of Controlled Entities and Businesses [1111]

$\phi_{\sigma, \sigma} \circ \phi_{\sigma, \sigma} \circ \phi_{\sigma_{\sigma, \sigma}} \circ \phi_{\sigma, \sigma} \circ \phi_{\sigma_{\sigma, \sigma}} \circ \phi_{\sigma, \sigma_{\sigma, \sigma}} \circ \phi_{\sigma, \sigma_{\sigma, \sigma}} \circ \phi_{\sigma_{\sigma, \sigma}} \circ \phi_{\sigma_{\sigma, \sigma}}$

On 28 February 2005, the consolidated entity disposed of the JRH business unit to Sigma-Aldrich Corporation. Details of the disposal are included in Note 36.

On 26 March 2004, the consolidated entity disposed of the Animal Health business unit. This business unit included Biocor Animal Health Inc. Details of the disposal are included in Note 36.

35 Acquisition of Controlled Entities and Businesses

		Consolidated Entity
		2022 \$8888
Consideration.
Cash -		807,528
Deferred Consideration		146,515
l'otal consideration		954,043
Fair value of net assets of consolidated entities acquired
Current Assets	Cash	34,658
	Receivables.	385,250
	Inventories	,069,853
	Other	7.962
.Non-current assets	Receivables	1,897.
	Other financial assets	1,976.
	Property, plant and equipment	470,403.
	Deferred tax assets	37,784.
Current liabilities	Payables	(254, 855)
	Interest-bearing liabilities	(8,847)
	Provisions - Employee entitlements	(32,798)
	Provisions - Other	(19, 457)
	Provision for restructuring (note 18)	(115,360)
Non-current liabilities	Interest-bearing liabilities	(47,999)
	Deferred tax liabilities	(46, 493)
	Provisions - Employee entitlements	(122, 147)
	Provisions - Other	(14, 987)
		1,346,840
Discount on Acquisition		(392, 797)
Total consideration		954,043
Outflow of cash to acquire consolidated entities and business
Cash consideration		807,528.
Cash acquired		(34, 658)
		772,870

Contingent consideration

On 31 March 2004, the consolidated entity acquired the global plasma therapeutics business of Aventis Behring. The consideration included contingent payments. A cash payment or issue of shares (at CSL Limited's discretion) in the amount of USD 125 million will be required to be made by the consolidated entity if the fourth year ordinary share price of CSL Limited is above A\$28 per share ('trigger price'). To satisfy this requirement, the volume weighted average share price of an ordinary share of CSL Limited must be above the trigger price for 20 consecutive trading days for the period starting from 1 October 2007 and ending on 31 March 2008.

. . . . . . . .

36 Discontinued Operation

Disposal of JRH Biosciences

On 28 February 2005 the consolidated entity disposed of the JRH business unit to Sigma-Aldrich Corporation. The disposal included 100% of the voting shares in CSL US Inc., JRH Biosciences Limited and JRH Biosciences Pty Ltd. CSL US Inc was the owner of JRH Biosciences Inc.

The net gain from the sale of the JRH Business was as follows:

Consolidated Entity
	2005 \$306
Net proceeds from the sale of the JRH business unit.	458,246
Written down value of assets sold and liabilities settled	(178, 548)
Net gain on sale before tax.	279,698
Attributable income tax expense	(30,051)
Net gain on sale after tax	249,647
The carrying amounts of total assets to be disposed and total liabilities settled were as follows:
Total Assets.	199.842
Total Liabilities	21,294
Net Assets	178,548
Financial Performance Information - The financial performance of the business unit for the year ended 30 June 2005 is as follows: Revenue from ordinary activities	141,327
Expenses from ordinary activities	119,387
Profit from ordinary activities before income tax.	21,940
Income tax expense relating to ordinary activities	7,378
Profit from ordinary activities after income tax	14,562
Cash flows during the year. Net cash flows from operating activities. Net cash flows from investing activities. Net cash flows from financing activities	(12, 826) (14, 868) 48,709
Net cash inflows	21,015

36 Discontinued Operation (cont.)

Disposal of Animal Health Business Unit

On 26 March 2004, the consolidated entity disposed of the Animal Health business unit to Pfizer Inc. The disposal included the sale of assets in Australia and New Zealand and the disposal of 100% of the voting share capital of Biocor Animal Health Inc. in the USA.

. . . . .

N. . . . . . . .

$\cdots$ TIMO

The net gain from the sale of the Animal Health business was as follows:

	Consolidated Entity
	2034
	\$8%%
Net proceeds from the sale of the Animal Health business unit	161,627
Written down value of assets sold and flabilities settled	(59, 281)
Net gain on sale before tax.	102,346
Attributable income tax expense	(27,035)
Net gain on sale after tax	75,311
The carrying amounts of total assets to be disposed and total liabilities settled were as follows:
Total Assets	61,710
Total Liabilities	2,429
Net Assets	59,281
Financial Performance Information
The financial performance of the business unit for the year ended 30 June 2004 is as follows:

Revenue from ordinary activities	54,286
Expenses from ordinary activities	(49, 663)
Profit from ordinary activities before income tax	4,623.
Income tax expense relating to ordinary activities	(374)
Profit from ordinary activities after income tax	4,249

Cash flows during the year
Net cash flows from operating activities	6,940.
Net cash flows from investing activities	(594)
Net cash flows from financing activities	(4, 127)
Net cash inflows	2,219

a territorio de territorio de la constitución de la constitución de la constitución de la constitución de la c Constitución 37. Earnings Per Share The following reflects the income and share information used in the calculation of basic and diluted earnings per share: t the appeal of complete that the entity of the paper of commences. de est liberatura e quals a
		Consolidzaad Erdity
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, and provide the community of the Community of the Community of the Community of the Community of the Community	20225	11 - 11 11 12 22
Earnings used in calculating basic earnings per share	546.518	219.625
and the second contract of the second contract of the second contract of the second contract of the second contract of		Number of shares
-Weighted average gumber of ordinary shares used in the calculation of basic earnings. per share: Effect of dilutive securities:		195,988,194 178,174,322
Share options	957.127	680.869
Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share	196,945,321 178,855,191

Conversions, calls, subscription or issues after 30 June 2005...

Since the end of the financial year, no ordinary shares have been issued.

There have been no other conversions to, calls of, or subscriptions for ordinary shares or issues of potential ordinary shares since the reporting date and before the completion of this financial report.

38 Segment Information

		.
	Defined business seaments — Products/services
	Totai Human Health	Develops, manufactures and markets biopharmaceutical products to the human health industry.
Biosciences		Develops, manufactures and markets cell culture reagents used in the manufacture of vaccines, :
		bionharmaceuticals and gene therany products.

The Human Health business segment has been further broken down into ZLB Behring and Other Human Health to assist with external analysis of the financials. Other Human Health Includes CSL Pharmaceutical and CSL Bioplasma.

Geographical Segments

The consolidated entity operates predominantly in three segments, being Australasia/Asia Pacific, Americas and EMEA. The geographic segment of Australasia/Asia Pacific comprises Australia, New Zealand and Asia. The geographic segment of Americas Includes USA, Canada and South America. The geographic segment of EMEA includes Europe, Middle East and Africa.

Segment Accounting Policies

The consolidated entity accounts for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.

Segment accounting policies are the same as the consolidated entity's policies described in Note 1. During the financial year, there were no changes in segment accounting policies that had a material effect on the segment information.

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements continued

38 Segment Information (cont.)

	712	Siya Human	WA S FRANCOU		-Eiznin	Consoli
	Szénba)	Pagaith	Health*	Sícscierus	-atitus	-422434
Business Segments	\$(%)!	\$(K)()	\$3K)	\$000	\$\$(8)\	S388
2005
External sales	2,195,196	413.769	2,608,965	140,969		2,749,934
Other external revenue	22,830	3.038	25,848			25,848
intersegment revenue	26,561	87	78	358	(436)
Segment revenue	2.244.567	416.894	2,634,891	141,327	(436)	2,775,782
Proceeds from sale of Biosciences Business Unit						458,246
Unallocated revenue						18,882
Total revenue						3,252,910
Segment earnings	315.767	59.861	375,628	25,311		400,939
Borrowing costs						(41, 640)
Unaliocated expense net of unallocated revenue						2,943
Net Gain from sale of Biosciences Business Unit						279,698
Profit from ordinary activities before tax						641,940
income tax expense						95,422
Profit from ordinary activities after tax						546,518
Segment assets	2,623,670	386,160	3,009,830			3,009,830
Cash assets						723,842
Unallocated assets						140,624
Total assets						3,874,296
Segment liabilities	507.801	59,222	567,023			567,023
Interest bearing liabilities						1,024,896
Provision for dividend
Unallocated flabilities						207,865
Total (iabilities						1,799,784
Other Information
Parchase of property, plant and equipment and intarigible assets	89,489	32,281	121,770	13,936		135,706
Unallocated acquisitions of property, plant and equipment
Total acquisitions						135,706
Depreciation and amortisation	137,330	28,126	165,456	3,442		168,898
Unallocated depreciation and amortisation						1,803
Total depreciation and amortisation						170,701
Other non-cash expenses	1,927	67	1.994			1,994

*The Total Human Health Segment includes intra segment eliminations of \$26,570,000.

Australeștal.

	MAG PERTIC	.	XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX ŚOGO
Geographic Segments
External revenues	974.656	1.103.051	1.175.203	3,252,910
Segment assets	1.089.215	723.418	2.061.663	3.874.296
Acquisition of property, plant and
equipment and intangible assets.	68.413	33.892	33.401	135.706
.

ice dike a shi n na -sa an inte n namani na ni hariba na d		Citer	Tan
	- 213	Finanzar	Fransan		Animal	Cieria	-Canso#
Business Segments	Sebzbeg	Health \$882	Health	Siozierzes 52236	Messitin \$322	-ations	-ciałeni \$386
	\$Q(C)		\$3,333			\$399
2004. External sales.	1,015,645	389,551.	1,405,196	192,466	52,534		1,650,196

Other external revenue	10,099	3,493	13,592		367		13,959
Intersegment revenue	11,759	84	11,843	1,043	1,385	(14, 271)
Segment revenue Unallocated revenue	1,037,503~	393,128	1,430,631	193,509.	54,286		$(14,271)$ 1,664,155 19,929
Proceeds from sale of
Animal Health Business Unit							161,627
Total revenue							1,835,711
Segment earnings	57,140	63,525	-120,665.	-41,194	5.170		167,029
Borrowing costs							(23, 742)
Unallocated expense net of unallocated revenue.							$-8,996$
Net Gain from sale of Animal Health Business Unit							102,346
Profit from ordinary activities before tax							254,629
Income tax expense							35,004
Profit from ordinary activities
after tax							219,625
Segment assets	$-3,102,409$ $-$	396,396	3,498,805	160.269			3,659,074
Cash assets							114,896
Unallocated assets							101,413
Total assets							3,875,383
Segment liabilities	683,540	$-67,502$	-751,042	23,420			774,462
Interest bearing liabilities							864,330
Provision for dividend
Unallocated liabilities Total liabilities							162,549 1,801,341
Other Information
Purchase of property, plant and
equipment and intangible assets Unallocated acquisitions of	33,850	217.66					79,361
property, plant and equipment							229
Total acquisitions							79,591
Depreciation and amortisation	91.568	30.814	22.382	4.703			129,309
Unallocated depreciation and amortisation							686
Total depreciation and amortisation							129,995
Other non-cash expenses	1,630	(2,008)	(378)			2,962	2,584
Geographic Segments			(sustrebesia). Asia Pacific \$8200	Americas \$336	EASE A \$829	£lìminatìons S833	Cansolidatec \$3230
External revertues			570,077	875,906	389,728		1,835,711
Segment assets			506,040	826,826 2,542,517			3,875,383
Acquisition of property, plant and equipment and intangible assets			33.111	18.343	28.137		79.591

CSL Llmited and its controlled entitles

Notes to and forming part of the Financial Statements. continued

39 Financial Instruments

Objectives for holding derivative financial instruments

The consolidated entity uses derivative financial instruments to manage specifically (dentified interest rate and foreign currency risks as approved by the board of directors. ...... an di Kabupatèn Bandar
Kabupatèn Bandaran Sulawan Bandar $\phi_{\rm{S}}$ , i.e., i.e., $\phi_{\rm{S}}$
The consolidated entity is primarily exposed to the risk of adverse movements in exchange rates and interest rates. The purpose of which specific derivative instruments are used is as follows:
Foreign currency forward exchange contracts are purchased predominantly to hedge the foreign currency value of receivables and payables. Forward exchange contracts are purchased throughout the consolidated entity when considered necessary to create a desired hedge position;
The consolidated entity raises short and long term debt at both fixed and variable rates. Interest rate swap agreements are used to convert variable interest rate exposures on certain debt to fixed rates. These swaps entitle the consolidated entity to receive, or oblige it to pay, the amounts, if any, by which actual interest payments on nominated loan amounts exceed or fall below specified interest amounts.

Interest Rate Risk Exposures

The consolidated entity is exposed to interest rate risk through primary financial assets and liabilities modified through derivative. financial instruments such as interest rate and cross currency swaps. The following table summarises interest rate risk for the consolidated entity together with effective interest rates as at balance date.

	Franting		Fixed interest rate maturing in . 1 year Ower 1 year.	an	Nat-kr:exest		Aveneye
	- Ratu (z)	or less.	`to 5 years	5 years	Searing	Iotal I	Interest Rete
	2366	\$026	实用X3	\$600	\$2260	\$0260.	96
39 Financial Instruments (cont.)
June 2005
Financial Assets
Cash at bank and on hand	258,528				٠	258,528	2.10
Trade debtors					502,325	502,325
Other debtors					38,828	38,828
Cash deposits	465.314				ŧ.	465,314	5.51
Loans to directors and employees					11,014	11,014
investment in non-controlled entities					4,698	4,698
Other financial assets					14,880	14,880
	723,842					571,745 1,295,587
Financial Liabilities
Trade creditors					146,846	146,846
Other creditors					251,709	251,709
Bank loans	459,287					459,287	1.82
Vendor loan
Bank overdraft	4,091					4,091	2.45
Senior Unsecured Notes			74,791	252,434		327,225	5.66
Deferred consideration		8,283	175,205			183,488	4.03
Surplus lease space		6,720	3,844			10,564
Lease liabilities	463,378	1,756	11,733	26,752		40,241 398,555 1,423,451	5.95
June 2004		16,759	265,573	279,186
Financial Assets
Cash at bank and on hand	112,478.					112,478	1.14
Trade debtors					495,909	495,909
Other debtors					.37,929	37,929
Cash deposits.		2,418				$-2,418$	3.00
Loans to directors and employees					6,489	6,489
investment in non controlled entities					3,421	3,421
Other financial assets					4,802	4,802
	112,478	2,418			548,550	663,446
Financial Liabilities
Trade creditors.					232,413	$-232,413$
Other creditors					191,861	191,861
Swap payable.					34,228	$-34,228$
Bank loans. Vendor loan.	237.535		25,776			237,535 -25,776	1.44 4.75
Bank overdraft.	4,553					4,553	0.70
Senior Unsecured Notes			.36,237.	326,134		362,371	5.66
Defened consideration			174,391			174,391	4.35
Surplus lease space.		5,353	9,149			34,502	2.45
Lease liabilities		2,028	7,537.	35,637		$-45,202$	6.37
Interest rate swap*	(134,647) 134,647

* Notional principal amounts

(a) Floating interest rates represent the most recently determined rate applicable to the instrument at balance sheet date.

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements continued

39 Financial Instruments (cont.)

Foreign Exchange Risk

The consolidated entity enters into forward exchange contracts to buy and sell specified amounts of foreign currencies in the future at predetermined exchange rates. The objective is to match the contracts with committed future cash flows from sales and purchases in foreign currencies, to protect the consolidated entity against exchange rate movements.

The accounting policy with regard to forward exchange contracts is outlined in Note 1(v).

The following table summarises by currency the Australian dollar value of forward exchange agreements at balance date. Foreign currency amounts are translated at rates prevailing at reporting date. Contracts to buy and self foreign currencies are entered into from time to time to offset purchase and sale obligations in order to maintain a desired hedge position.

The parent entity and other controlled entities enter into forward contracts to hedge foreign currency receivables from other entities within the group.

These receivables are eliminated on consolidation, however, the hedges are in place to protect the parent entity and other group controlled entities from movements in exchange rates that would give rise to a statement of financial performance impact.

		Average		2005	2003
Cuntency	2686	Exchange Rzte 2004	Buy \$300	Sell \$803	Kaby \$300	\$0. \$88%)
US dollars
3 months or less	0.7635	0.6903	41,721	(32,780)	79,026	(36, 144)
Pounds sterling 3 months or less	0.4226	0.3805	59,287	(24, 392)	730	(14, 249)
New Zealand dollars
3 months or less
Euro –
3 months or less	0.6331	0.5704	237,724	(6, 971)	55,347	(113, 682)
Swiss francs
3 months or fess 3 to 12 months	0.9772	0.8836 1.0003	38,889	(243, 624)	7,922	(237, 221) (210,000)
			38,889	(243, 624)	7,922	(447, 221)
Hungarian Florint
3 months or less	156.4300	144.7800		(522)		(179)
Japanese Yen
3 months or less	84.32	74.9200		(30, 217)		(17, 722)
Swedish Kroner 3 months or less	5.9693	5.1896		(6,041)		(4,893)
Mexican Peso
3 months or less	8.2654	7.9418		(8, 466)		(8,978)
Brazilian Real
3 months or less	1.9605	2.2561		(3,765)		(3,914)
Argentina Peso
3 months or less	2.2081			(5,602)
Danish Kroner 3 months or less	4.7045			(6, 164)
Australian dollars
3 months or less	0.7387	0.8254	72.353	(81, 430)	296,249	(2,292)
3 to 12 months		1.0003			210,000
			72,353	(81, 430)	506,249	(2, 292)
			449,974	(449, 974)	649,274	(649, 274)

39 Financial Instruments (cont.)

The consolidated entity is exposed to foreign currency exchange risk through primary financial assets and liabilities.

The following table, expressed in Australian dollars, summarises the foreign exchange risk carried by the consolidated entity as a result of the existence of foreign currency denominated financial assets and liabilities.

	Aust S	辍多	mana Franço	List	Other	Total
Ourrency	S (29	\$(B))	多锑维	%%%	928	\$860
June 2005
Financial Assets
Cash assets	461,169	181,792	6,957	45,021	28,903	723,842
Trade debtors	29,438	108,545	3,471	240,243	120,628	502,325
Other debtors	6,132	26,291	1,663	3,259	1,483	38,828
Employee loans	10,955			13	46	11,014
investment in non-controlled entities	4,698					4,698
Other financial assets		10,615		1,742	2,523	14,880
	512,392	327,243	12,091	290,278	153,583	1,295,587
Financial Liabilities
Trade creditors	20,747	68,943	10,215	28,893	18,048	146,846
Other creditors	54,105	94,109	26,281	62,692	14,522	251,709
Bank Ioans			163,566	205,664	90,057	459,287
Deferred consideration		150,950	14,294		18,244	183,488
Senior Unsecured Notes		327,225				327,225
Surplus lease space		10,366		198		10,564
Lease liabilities				37,988	2,253	40,241
8aกk overdrafts		4,067		24		4,091
	74,852	655,660	214,356	335,459	143,124	1,423,451
June 2004
Financial Assets
Cash assets.	12,189	56,705	3,027.	27,587	15,388.	114,896
Trade debtors	32,237	162,838	-5,010	.253,118	42,706	495,909
Other debtors	$-8,683$	22,002	3,181	1.444	2,619	37,929
Employee loans.	.6,261			200	-28	6,489
Investment in non controlled entities	3,421					3,421
Other financial assets				894	3,908	4,802
	62,791	241,545	11,218	283,243	64,649	663,446
Financial Liabilities
Trade creditors.	22,344	95,181	-15,237	$-87.276$ .	12,375.	232,413
Other creditors		,80,190	11,432	.65,181	8,601	191,861
Swap payable			34,228.			34,228
Bank loans	151		183,297.	52,724	1.363	237,535.
Vendor loan			-25,776			25,776
Defened consideration		158,146	16,245			174,391
Senior Unsecured Notes		362,371				362,371
Surplus lease space		-14,502				14,502
Lease liabilities						45,202
Bank overdrafts		4,553				4,553
		71 A Q A Q			つつどつて	200.820

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements continued

39 Financial Instruments (cont.)

-Credit Risk
- Credit risk represents the extent of credit related losses that the consolidated entity may be subject to on amounts to be exchanged Trunder derivatives or to be received from financial instruments. The consolidated entity, while exposed to credit related losses in the event of non-performance by counterparties to financial instruments, does not expect any counterparties to fail to meet their obligations.
The maximum exposure to credit risk at balance date to recognised financial assets is the carrying amount, net of any provision for doubtful debts, as disclosed in the statement of financial position and notes to the financial statements.
The consolidated entity minimises concentrations of credit risks by undertaking transactions with a large number of debtors in various countries.
. The major geographic concentrations of credit risk arise from the location of counterparties to the consolidated entity's financial assets as shown in the following table:

221,827 335.828 47.977



57 R14 -

The carrying amounts and estimated net fair values of financial assets and financial liabilities held at balance date are given below. The following methods and assumptions are used to determine the net fair values of financial assets and liabilities:

Recognised financial instruments

Short term instruments where carrying amounts approximate net fair values are omitted. The net fair value of a financial asset or a financial liability is the amount at which the assets could be exchanged, or a liability settled in a current transaction between willing parties after allowing for transaction costs.

Unrecognised financial instruments

The fair value of the interest rate swap contracts in the prior year was determined as the difference in present value of the future interest cash flows. Consolidated Enthy

系容解 Carrying Carváres vekse STOLET 983 X 38 X 38 \$2933 協議額	Fair zaîne. 5323
Financial Assets
Investments in non-controlled entities. 4.698 4,698 $-3.421$	13,421
Other financial assets 14,880 14,880 4,802.	4,802
941 1,882 Loans to specified directors 941	1,882
Loans to specified executives 5,041 5.041 1,930	1,930
5,032 2.677 Loans to other employees 5,032	2.677
Financial Liabilities
6.858 6,858 7,944 $-7.944$ Short term debt.
641,717 823,986 823,986 641.717 Long term debt .
174,391 174,391 Deferred consideration 183,488 183,488
10,564 10,564 14,502 Surplus lease space	14,502
.34,228 Swap payable	30,062
Vendor loans 25,776 25,776
Derivatives
interest rate swaps	{4,777}

40 Adoption of International Financial Reporting Standards

This financial report has been prepared in accordance with Australian Accounting Standards and other current financial reporting requirements (AGAAP). The Australian Accounting Standards Board (AASB) is adopting International Financial Reporting Standards for application to reporting periods beginning on or after 1 January 2005. This means that the CSL Group will be required to prepare financial statements for the year ending 30 June 2006 that comply with Australian equivalents of International Financial Reporting Standards (AIFRS) and their related pronouncements as issued and recognised by the AASB,

The CSL Group will report its compliance with AIFRS for the first time for the half-year ended 31 December 2005. The transitional rules for the first time adoption of AIFRS require that entities restate their comparative financial statements using all AIFRSs, except for AASB 132 Financial Instruments: Disclosure and Presentation and AASB 139 Financial Instruments: Recognition and Measurement.

The majority of the adjustments required on transition are required to be made to opening retained earnings in the opening AIFRS balance sheet as at 1 July 2004. However, transitional adjustments relating to those standards where comparatives are not required will be made to opening retained earnings at 1 July 2005. Comparatives restated under AIFRS will not be reported in the financial statements until 31 December 2005, being the first half-year reported in compliance with AIFRS.

The CSL Group established a formal AlfRS Steering Committee in 2003 to plan and manage the convergence to AlFRS, monitor the developments in AIFRS and ensure it is prepared to report under AIFRS in accordance with the timeline outlined above. The AIFRS Steering Committee includes senior members of management, is monitored by the Group Finance Director and reports to the Audit and Risk Management Committee on the progress towards transition.

The project has been separated into four phases - impact analysis, design and planning, solution development and implementation. The CSL Group has substantially completed the implementation phase with the earlier three phases being fully completed during the year. The project is achieving its scheduled milestones and we expect to be in a position to fully comply with the requirements of AlfRS as they are currently issued.

Although the adjustments disclosed in this note are based on management's best knowledge of expected standards and interpretations, and current facts and circumstances, these may change. The actual adjustments on transition to AIFRS may differ from those disclosed for a number of reasons; for example, the AASB issuing amended or additional standards or interpretations, the ongoing work of the AIFRS project team or emerging accepted practice in the interpretations and application of AIFRS and UIG interpretations.

The following reconciliations set out the known or reliably estimable impacts on the financial statements for the year ended 30 June 2005 had it been prepared under the AIFRS standards refeased as at 30 June 2005. Until the company prepares its first full AIFRS financial statements, the possibility cannot be excluded that the accompanying disclosures may have to be adjusted.

There is no impact on cash flows,

Recondilation of net profit.

Net profit (AIFRS)*	488.715	56.005
Income tax expense	(137,786)
. Other revenue – government grants	(2,460)	(2,460)
Share-based payments expense.	(2, 294)	(2.294)
Profit on sale of business unit	9.048
Employee benefits expense	30.125
Amortisation expense	45,564
Net profit (AGAAP)	546.518	60.759
t talered de komade de la tradicionada de 1975, el decembre de 1980 e 1980 komt 1990, el al kompleta de komple a da da da kasa da da da kasa da kasa da kasa da da da da 1980. Da da da kasa da da kasa da 1980 ka 1980 da	23335 SOO B	2805 \$3033
Representation of the Second Property		2372333
ing tinasa galawati ing kabupatan ana nasil sa kaing taig masa tinang pagbasa tina titik di pada sa mating l		225233

*There is no impact on the reported cash flow for the year.

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements continued

40 Adoption of International Financial Reporting Standards (cont.)

		Corezidzted	PORTA
		Kaile	Entity
		2886	2805
		高额缩	\$333
Reconditation of net assets
Net assets (AGAAP)		2,074,512	1,495,504
Goodwill .		42,290
Deferred income		(2,960)	(2,960)
Provision for employee benefits		(12, 942)
Deferred tax fiability		(48, 152)
Net assets (AIFRS)		2,052,748	1,492,544
Total equity (AGAAP)		2,074,512	1,495,504
Retained profits - opening		153,611	21,384
Retained profits - current profit.		(57,803)	(4,754)
Retained profits - other movements		(33, 367)
Foreign currency translation reserve	ii, iii, v, vi	(64, 615)
Asset revaluation reserve		(22, 824)	(22, 824)
Share-based payments reserve		3.234	3,234
Net equity (AIFRS)		2,052,748	1,492,544

The following explanatory notes relate to the reconciliations above and describe the differences between the accounting policies under AlfRS and the current treatment under AGAAP:

i) Impairment of Assets

Under AGAAP the CSL Group determines the recoverable amount of its assets on the basis of discounted cash flows.

On the adoption of the AIFRS standard AASB 136 Impairment of Assets, the recoverable amount of an asset is determined as the higher of its net selling price and value in use.

The CSL Group's assets including goodwill have been tested for impairment on transition to AIFRS and at 30 June 2005 as part of the cash generating unit to which they belong. Based on the tests performed at the lowest level of cash generating units, there is no impairment of assets under the AIFRS requirements.

ii) Goodwill

Under AGAAP goodwill is amortised on a straight line basis over the period during which the benefits are expected to arise, not exceeding 20 years, and is subject to a bi-annual recoverable amounts review.

On the adoption of the AIFRS standard AASB 3 Business Combinations, goodwill acquired in a business combination will not be amortised, instead it will be subject to annual impairment testing focussing on the cash flows of related cash generating units. If . AASB 3 had been applied on the date of transition to AlfRS (1 July 2004), the carrying amount of consolidated goodwill at this. date would be unchanged as the CSL Group has elected not to apply the standard retrospectively to past acquisitions. There was no impairment to goodwill at this date.

If AASB 3 had been applied during the year ended 30 June 2005, the consolidated entity's profit before tax for the year would have been \$45,564,000 higher. Consolidated goodwill at 30 June 2005 would have been \$42,290,000 higher due to no amortisation and taking into account foreign exchange movements. There was no impairment to goodwill at 30 June 2005.

There would have been no impact on the parent entity's financial statements on the adoption of AASB 3.

iii) Employee Benefits

Under AGAAP, contributions to defined benefit superannuation plans and other retirement benefits that CSL Group sponsors are expensed in the year they are paid or become payable. In addition, when a plan is in a net deficit position, a provision is. recognised by the consolidated entity for the amount of the net deficit.

40 Adoption of International Financial Reporting Standards (cont.)

On the adoption of the AIFRS standard AASB 119 Employee Benefits, the CSL Group will be required to recognise the net position of each scheme, including any net surpluses in funds, based on actuarial valuations on the statement of financial position. Subsequent movements in the net asset or liability of each plan are recognised in either the statement of financial performance or retained earnings. Actuarial gains and losses are recognised directly in retained earnings.

If AASB 119 had been applied on the date of transition to AIFRS (1 July 2004), the consolidated entity's provision for employee benefits would have been \$20,394,000 higher at this date, with a corresponding decrease in retained earnings.

If AASB 119 had been applied during the year ended 30 June 2005, the consolidated entity's profit before tax for the year ended 30 June 2005 would have been \$30,125,000 higher as a result of decreased employee benefits expense. The higher profit under AIFRS is primarily due to actuarial losses in plans for the year being taken directly to retained earnings under AASB 119 and the additional liabilities recognised at transition date. The provision for employee benefits at 30 June 2005 for the consolidated entity would have been \$12,942,000 higher due to the above and taking into account foreign exchange movements.

There would have been no material impact on the parent entity's financial statements on the adoption of AASB 119.

iv) Share-based Payments

Under AGAAP, the CSL Group does not recognise an expense for options or performance rights issued under the current plans (for further information on share plans refer to note 28).

On the adoption of the AIFRS standard AASB 2 Share-based Payments, the CSL Group will be required to recognise an expense for all share-based remuneration issued after 7 November 2002 which had not vested by 1 January 2005. The expense is based on the fair value of the equity instruments issued at the grant date and is recognised on a pro-rata basis over the vesting period in the statement of financial performance with a corresponding adjustment to share-based payments reserve within equity.

If AASB 2 had been applied on the date of transition to AIFRS (1 July 2004), the consolidated entity and the parent entity would create a share-based payments reserve within the equity section of the statement of financial position for \$940,000, with a corresponding decrease in retained earnings.

If AASB 2 had been applied during the year ended 30 June 2005, the consolidated and parent entity's profits before tax would have been \$2,294,000 lower due to increased employee benefits expense. The consolidated and parent entity's share-based payments reserve at 30 June 2005 would have been \$3,234,000.

v) Income Taxes

Under AGAAP, tax effect accounting is applied using the liability method whereby income tax is calculated on accounting profit after allowing for permanent differences.

On the adoption of the AIFRS standard AASB 112 Incorne Taxes the "balance sheet" approach for accounting for incorne taxes. will be adopted by the CSL Group. The new approach recognises deferred tax balances in the statement of financial position when there is a difference between the carrying value of an asset or liability and its tax base.

If AASB 112 had been applied on the date of transition to AIFRS (1 July 2004), the consolidated entity's net deferred tax asset would have been \$98,085,000 higher at this date, with a corresponding increase in retained earnings.

If AASB 112 had been applied during the year ended 30 June 2005, the consolidated entity's tax expense would have been \$137,786,000 higher. The consolidated entities net deferred tax liability would have been \$48,152,000 higher at 30 June 2005 due to the above and taking into account foreign exchange movements.

.
These differences take into consideration the numerous tax jurisdictions in which the group operates and the implications of the fair value accounting at the date of acquisition of Aventis Behring. The increase in the net deferred tax asset at the transition date is primarily due to AASB 112 requiring the CSL Group to recognise a deferred tax asset in respect of the unrealised portion of the discount on acquisition and other fair value adjustments from the Aventis Behring acquisition that remain in the balance sheet at the date of transition. The subsequent movement to a net deferred tax liability under AIFRS at 30 June 2005 is primarily due to this deferred tax asset decreasing and flowing through the tax expense line as the assets to which the fair value and discount. relate are realised. Such a deferred tax asset is not recognised under current AGAAP requirements.

It should also be noted that the above change in approach has no impact on cash taxes payable.

There is no material impact on the parent entity's financial statements on the adoption of AASB 112.

vi) Government Grants

Under AGAAP, Government grants are recognised immediately as revenue when the fair value of the grant can be reliably measured and it is probable that future economic benefits will be received.

On the adoption of the AIFRS standard AASB 120 Accounting for Government Grants and Disclosure of Government Assistance, where government grants are provided for the acquisition or construction of a long-term asset, the amount of the grant is. required to be deferred. The grant is then recognised as income over the periods necessary to match the grant with the related. costs that are intended to be compensated.

CSL Limited and its controlled entities

Notes to and forming part of the Financial Statements continued.

40 Adoption of International Financial Reporting Standards (cort.)

If AASB 120 had been applied on the date of transition to AIFRS (1 July 2004), the consolidated entity and the parent entity's deferred income liability would increase by \$500,000, with a corresponding decrease in retained earnings.

If AASB 120 had been applied during the year ended 30 June 2005, the consolidated and parent entity's profits before tax would have been \$2,460,000 lower, with a corresponding increase in deferred income liability. The deferred income liability would have been \$2,960,000 at 30 June 2005. The release of the deferred income is matched with the depreciation period of the related asset.

vii) Profit on sale of business unit

Under AGAAP, when a business unit is disposed of, the portion of the foreign currency translation reserve that related to the business unit is transferred from that reserve to retained earnings.

On the adoption of the AIFRS standard AASB 121 The Effects of Changes in Foreign Exchange Rates, on disposal of a business unit, the portion of the balance of the foreign currency translation reserve which relates to the unit being disposed must be recognised in the profit and loss account as part of the gain or loss on disposal.

If AASB 121 had been applied during the year ended 30 June 2005 (and taking into account the exemption noted below), the consolidated entity's profit before tax would have been \$9,048,000 higher due to a higher profit on the disposal of the JRH business unit.

There is no impact on the parent entity's financial statements on the adoption of AASB 120.

viii) Foreign currency translation reserve: cumulative translation differences

On the initial application of AIFRS, the Group has elected to apply the exemption in AASB 1 First time Adoption of Australian Equivalents to International Financial Reporting Standards relating to the balance of the foreign currency translation reserve. The cumulative translation differences for all foreign operations represented in the foreign currency translation reserve will be deemed to be zero at the date of transition to AIFRS.

As a result of this exemption, the balance of the consolidated entity's foreign currency translation reserve at the date of transition (1 July 2004) of \$54,536,000 will be transferred to retained earnings. As a result of this transfer, the consolidated entities foreign currency translation reserve will decrease and retained earnings will increase by \$54,536,000 at 30 June 2005. The effect of the current years other AIFRS movements increase the foreign currency translation reserve at 30 June 2005 by an additional \$10,079,000.

There is no impact on the parent entity's financial statements from the election of this exemption.

ix) Land and Buildings

On the initial application of AlFRS, the Group has elected to apply the exemption in AASB 1 First time Adoption of Australian Equivalents to International Financial Reporting Standards and use a previous AGAAP revaluation of land and buildings as the deemed cost.

As a result of this exemption, the balance of the consolidated and parent entity's asset revaluation reserve will be transferred to retained earnings at the date of transition (1 July 2004), resulting in an increase of \$22,824,000 and leaving the asset revaluation reserve balance at zero.

x) Financial Instruments

The CSL Group will be taking advantage of the exemption under AASB 1 to apply AASB 132 Financial Instruments: Disclosure and Presentation and AASB 139 Financial Instruments: Recognition and Measurement only from 1 July 2005. "This allows the group to apply previous AGAAP to comparative information of financial instruments within the scope of AASB 132 and AASB 139 for the 30 June 2006 financial report.

The application of AASB 132 and AASB 139 will not have a material impact on the CSL Group. The current classification of financial instruments issued by entities in the consolidated entity would not change. Measurement of financial assets and financial liabilities will initially be at fair value with subsequent measurement at amortised cost using the effective interest rate. method. Tor hedges of net investments, the CSL Group has in place appropriate documentation at 1 July 2005 which designates the risk being hedged, hedged item, hedging instrument and specific requirements for the prospective and retrospective testing for hedges of net investments for the year ended 30 June 2006. The resulting accounting treatment will be consistent with the current AGAAP treatment. [All derivative financial instruments will be designated as fair value through profit or loss unless designated as part of a hedging relationship upon initial recognition.

CSL Limited and its controlled entitles Directors' Mentalization

(1) In the opinion of the Directors:
(a) the financial report, and the additional disclosures included in the directors' report designated as audited, of the company and of the consolidated entity are in accordance with the Corporations Act 2001, including: [1]
- (i) giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2005 and of their performance for the year ended on that date; and [1].
(ii) complying with Accounting Standards and Corporations Regulations 2001; and
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and. payable.
(2) This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A. of the Corporations Act 2001 for the financial period ending 30 June 2005.
(3) In the opinion of the Directors, as at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in Note 33 will be able to meet any obligations or liabilities to which they are or may become subject, by virtue of the Deed of Cross Guarantee dated 20 June 1995.

Made in accordance with a resolution of the directors,

fer bade

Peter H Wade Chairman

Melbourne 24 August 2005

Brían A McNamee Managing Director

EII FRNST & YOU INIC

120 Collins Smoot Melbourne VIC 3000 Aestralia TIPO BACKZ Methourne VIC 2001

■ Tel: 61-3 9238 8000 Fax: 61 3 9654 6166 DX 293 Methourne

Independent Audit Repart

to Members of CSL Limited

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for CSL.Limited (the company) and the consolidated entity, for the year ended 30 June 2005. The consolidated entity comprises both the company and the entities it controlled during that year.

The directors of the company are responsible for preparing a financial report and the additional disclosures, including the Director Remuneration and Specified Executive Remuneration disclosures included in the directors' report designated as audited ('additional disclosures') that gives a true and fair view of the financial position and performance of the company and the consolidated entity, and that complies with Accounting Standards in Australia, in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report and the additional disclosures.

Audit approach

We conducted an independent audit of the financial report and the additional disclosures in order to express an opinion on them to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards in order to provide reasonable assurance as to whether the financial report and the additional disclosures are free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report and the additional disclosures present fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards in Australia, and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

-sexamining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report and the additional disclosures; and
assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting lestimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

We performed procedures to assess whether the substance of business transactions was accurately reflected in the financial report and the additional disclosures. These and our other procedures did not include consideration or judgement of the appropriateness or reasonableness of the business plans or strategies adopted by the directors and management of the company.

Liability limited by a scheme approved under Frencskand Standards Legislation.

EU ERNST & YOUNG

Independence

We are independent of the company, and have met the independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. We have given to the directors of the company a written Auditor's Independence Declaration, a copy of which is included in the directors' report. In addition to our audit of the financial report and the additional disclosures, we were engaged to undertake the services disclosed in the notes to the financial statements. The provision of these services has not impaired our independence.

Audit Opinion

In our opinion, the financial report and the additional disclosures included in the directors' report designated as audited of CSL Limited are in accordance with:

(a) the Corporations Act 2001, including:
(i) giving a true and fair view of the financial position of CSL Limited and the consolidated entity at 30 June 2005 and of their performance for the year ended on that date; and
(ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
(b) other mandatory financial reporting requirements in Australia.

Earnt of Yong

Ernst & Young

Wizeren

Ivan Wingreen Partner Melbourne

24 August 2005

Trademarks

CSL, Bioplasma and ZLB are
all trademarks of the CSL Group

Registered trademark of CSL Limited
or its affiliates.
Trademark of CSL Limited or its affiliates.
Trademarks of companies other than
CSL and referred to in this Annual Report
are listed below:
Controlled Therapeutic
(Scotland) Limited	Cervidil

Leo Pharmeceuticai
Products Limited AS	Daiyonex
	Saiyobet
	Fucicies

Merck & Co. Inc.	Çamvax
	FF S-Vax II maga n
	PedvaxHi8
	Pagumovaz
	Vaqta
	Varivax

Yamanquchi Europe BV	Fiomax
Grunenthal GmbH	Iramal

Chiron SpA	Menjugate

Genetoo SA	Modavigil
- Merck KGaA	. Epiken

Biopharmaceuticals for Life^™

CSL initied

ticojniststo Hend Office

Aneoperatosel Garkville Magnesos ATA 216 Telephone 401 Octobibli Facilnile: +61/9389 1434 Baars in Chaine an

45 Poplar Road Parkville Victoria 3052 Australia Telephone: +61 3 9389 1911 Facsimile: +61 3 9387 8454

Dear Shareholder

I have much pleasure in inviting you to our 15th Annual General Meeting, a Notice of which is attached.

The Meeting will be held at the Function Centre at the National Tennis Centre, Melbourne Park, Batman Avenue, Melbourne on Wednesday, 12 October, 2005, commencing at 10.00 a.m. Refreshments will be available before and after the Meeting.

Trams from Flinders Street stop at the Rod Laver Arena tram stop. Proceed through the car park to the ramp leading to the Function Centre. If driving, take Entrance D off Swan Street and proceed to the Northern Car Park. Entrance A off Batman Avenue will also be open for those travelling from the City via the Batman Avenue tollway. At either Entrance A or Entrance D, take a ticket from the gate on arrival. You will be able to validate this ticket at the validation machine in the venue during registration. You can then use the validated ticket to exit the venue after the Annual General Meeting.

Please bring this Notice with you as the barcode printed on it will assist registration and admission.

If you cannot attend but wish to appoint a Proxy, a personalised proxy form is enclosed which may be returned in the envelope provided.

To comply with legal requirements, representatives of Companies holding shares who wish to vote should complete and bring or mail in the "Certificate of Appointment of a Corporate Representative" which may be continuing or for this Meeting only. A new form is not required if a continuing Appointment form has been lodged previously. A form of the Certificate may be obtained from the Company's share registry.

I and the Managing Director will be reviewing the operations of the Group over the past 12 months, concentrating on the integration of ZLB Behring and its performance during the year.

Shareholders will also be asked, among other things, to adopt the Remuneration Report relating to Directors and Executives remuneration, which Report is detailed in the Directors' Report published in the Company's 2005 Annual Report and which outlines the Board's policies for determining the remuneration of Directors and Executives and, among other things, the relationship between those policies and CSL's performance.

Shareholders will also be asked to approve certain amendments to the Company's Constitution to allow the Company to assist shareholders with realising value from their shareholdings where such shareholdings are in unmarketable parcels.

Your participation at the meeting will be both welcome and appreciated by your Directors who look forward to presenting an informative program.

Yours sincerely

year bode.

Peter Wade CHAIRMAN

9 September 2005

The Company e de la composició de la composició de la composició de la composició de la composició de la composició de la
En 21 de julio de la composició de la composició de la composició de la composició de la composició de la comp

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the Fifteenth Annual General Meeting of CSL Limited (ABN 99 051 588 348) will be held at the Function Centre, National Tennis Centre, Melbourne Park, Batman Avenue, Melbourne on 12 October 2005 at 10.00 am (EST).

CSL Limited ABN 99 051 588 348 45 Poplar Road Parkville Victoria 3052 Australia Telephone: +61 3 9389 1911 Facsimile: +61 3 9387 8454

ORDINARY BUSINESS

1. Accounts and Reports

To receive and consider the Financial Statements and the reports of the Directors and Auditors for the year ended 30 June 2005, and to note the final and special dividends in respect of the year ended 30 June 2005 declared by the Board and paid by the Company.

2. Election of Directors

(a) To consider and, if thought fit, to pass the following resolution as an ordinary resolution: 'That Mr Ken J Roberts, a Director retiring from office by rotation in accordance with Rule 99(a) of the Constitution, being eligible, is re-elected as a Director of the Company.'.
(b) To consider and, if thought fit, to pass the following resolution as an ordinary resolution: 'That Mr Ian A Renard, a Director retiring from the office by rotation in accordance with Rule 99(a) of the Constitution, being eligible, is re-elected as a Director of the Company.'
(c) To consider and, if thought fit, to pass the following resolution as an ordinary resolution: 'That Mr Peter H Wade, a Director retiring from the office by rotation in accordance with Rule 99(a) of the Constitution, being eligible, is re-elected as a Director.
of the Company." Information about the candidates for re-election, together with information about voting by any significant foreign shareholder in the Company is included in the Explanatory Notes.

SPECIAL BUSINESS

Adoption of the Remuneration Report To consider and, if thought fit, to pass the following resolution as an ordinary resolution: 'That the Remuneration Report (which forms part of the Directors' report) for the year ended 30 June 2005 be adopted." For information on the Remuneration Report, see the

Explanatory Notes.

Alterations to the Constitution - Unmarketable Parcels of Shares

To consider and, if thought fit, to pass the following resolution as a special resolution:

'That the Company's Constitution be altered to provide for the sale of unmarketable parcels of shares by the Company. in the manner described in the Appendix to the notice convening this meeting."

For further information on the proposed alterations to the Constitution, see the Explanatory Notes and the Appendix.

NDRE SAN STANDER SAN STANDER NE AN DIE SONE IN DE

INFORMATION ON PROXIES

Please note that:

. a shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy; secure security l si s $\phi_{\rm{max}}$
a proxy need not be a shareholder of the Company; $\bullet$
a shareholder who is entitled to cast two or more votes ٠ may appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise; and ري.
په کارې کې د مختلف
to be valid the form appointing the proxy and the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) must be lodged, or received by fax, at least 48 hours prior to the meeting at the following address:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Fax: (03) 9473 2555

A proxy appointment form accompanies this Notice of Annual General Meeting.

The Company has determined that for the purposes of voting at the meeting, shares will be taken to be held by those who hold them at 10.00pm on 10 October 2005.

BY THE ORDER OF THE BOARD

Peter R Turvey - Company Secretary 9 September 2005

LAND COMPANY CONTINUES

RESOLUTION 2 ELECTION OF DIRECTORS

Candidates for Re-election to the Office of Director Kenneth J Roberts, AM, FRACP (Hon), BEc, FCPA, FAIM, FAICD, (age 67) - International Pharmaceutical Industry, Management, Marketing, Human Resources (resident in NSW)

Mr Roberts was appointed to the CSL Board in February 1996. Mr Roberts is Chairman of the Royal Australasian College of Physicians Research and Education Foundation and Start-up Australia Pty Ltd. He is also Chairman of the Boards of the Australian Genome Research Facility Ltd and the Australian Phenomics Facility and Deputy Chairman of IMB Com Pty Ltd. the University of Queensland's biotechnology transfer company. Mr Roberts is Chairman of the Human Resources Committee.

lan A Renard, BA, LLM, FAICD - (age 59) Law (resident in Victoria).

Mr Renard was appointed to the CSL Board in August 1998. For many years he practised in company and commercial law. He is a Director of Newcrest Mining Limited, Hillview Quarries Pty Ltd, SP Australia Networks (Distribution) Pty Ltd and SP. Australia Networks (Transmission) Pty Ltd. Mr Renard is Chancellor of the University of Melbourne. Mr Renard is a Member of the Audit and Risk Management Committee.

Peter H Wade, FCPA, FAICD - (age 71) Finance, Management (resident in Victoria), Chairman Mr Wade was elected to the CSL Board in 1994 and became Chairman in 1999. He had previously served CSL as a Commissioner and Director from 1985 to 1993 including a period as Acting Chairman during 1988. Mr Wade was formerly a Director of Tabcorp Holdings Limited and Managing Director, North Limited.

Voting restrictions on any significant foreign shareholder

As required by the Commonwealth Serum Laboratories Act, the Company's Constitution provides that if the Board becomes aware of a 'significant foreign shareholding' in the Company. the Board must be divided into two classes of directors, comprising O class and A class directors. The Constitution defines a 'significant foreign shareholder' as a foreign person who has a relevant interest in at least 5% of the voting shares of the Company.

The number of 0 class directors must be the number nearest to but not exceeding one third of the directors. Thus in a Board of 9 members, there would need to be 3 0 class directors and 6 A class directors. Under the Constitution, the Managing Director must be regarded as an A class director. All shareholders are entitled to vote on the election of an O class director. A significant foreign shareholder (including

any controlled entitles and nominees of the significant foreign shareholder to the extent they hold the shares which comprise the significant foreign shareholding) may not vote on the election of an A class director.

As required by the Constitution, the Board conducts periodic reviews of the Company's share register with a view to determining whether or not there are any significant foreign shareholders. For example, the Company reviews the underlying ownership of substantial shareholders of the Company who, in accordance with Chapter 6C of the Corporations Act, must give notice to the Company and the ASX if they and their associates have relevant interests in 5% or more of the voting shares in the Company. In most cases to date, where the substantial shareholder is a foreign company or a member of a foreign company's group, it has been in its capacity as a fund manager. The Constitution provides that a fund manager is only a foreign person for this purpose if the total interests of foreign persons in the fund represent more than 40% of the total.

As a result of those periodic reviews, the Board has determined that all the shares presently owned by or registered in the names of subsidiaries of FMR Corp are part of a significant foreign shareholding, because FMR Corp (a foreign company) has a relevant interest (as defined in the Corporations Act) in those shares, and because the Company understands that the total interests of foreign persons in the relevant funds managed by the subsidiaries of FMR Corp exceed 40% of the total. Based on the last substantial shareholding notice lodged with the Australian Stock Exchange, FMR Corp had relevant interests in 5.94% of the ordinary shares in the Company at . 27 July 2005.

Accordingly, FMR Corp, its controlled entities and its nominees (to the extent they own or hold shares in which FMR Corp has a relevant interest) and any other significant foreign shareholder at the time of the Annual General Meeting, will be prohibited from voting at the election of each A class director at the 2005 Annual General Meeting. an Sala

In accordance with the Constitution, the Board of Directors has determined that Mr Peter Wade (Chairman of Directors), Mr Ian Renard and Miss Elizabeth Alexander, be classified as 0 class directors, with the rest of the Directors being classified as A class directors.

At the 2005 Annual General Meeting, 1 A class director (being Mr Ken J Roberts) and 2 0 class directors (being Mr lan A Renard and Mr Peter H Wade) will retire by rotation

and have made themselves available for re-election.

RESOLUTION 3: ADOPTION OF THE REMUNERATION REPORT

As a result of some recent amendments to the Corporations Act 2001 (Cth), the Company is now required to include, in the Directors' Report, a detailed Remuneration Report setting out certain prescribed information relating to directors' and executives' remuneration, and submit this for adoption by resolution of shareholders at the AGM. The Directors' Report for the year ended 30 June 2005. contains such a Remuneration Report. A copy of the report is

set out on pages 46 to 60 of the 2005 Annual Report and can. also be found on the CSL website at www.csl.com.au. The Remuneration Report discusses matters including (but not limited to: and the state of the state of the state of the state of the state of the state of the state of the

Board policies for determining the remuneration of directors and executives;
The relationship between the policies and CSL's performance:
If the remuneration of directors and executives are performance based, details of these performance conditions; and see
Certain 'prescribed details' of the directors and the top five highest remunerated executives of the Company group. Shareholders are asked to adopt the Remuneration Report. The shareholder vote is advisory only and does not bind the directors of the Company.

RESOLUTION 4: ALTERATIONS TO THE CONSTITUTION - UNMARKETABLE PARCELS OF SHARES

The Listing Rules of the Australian Stock Exchange (ASX Listing Rules) currently deems an unmarketable parcel of. shares to be a parcel that is worth less than \$500. The cost to the Company of maintaining and servicing these parcels is high relative to the value of the shares in the parcels.

The price of the shares as at 30 June 2005 was \$33.72, resulting in a marketable parcel of shares being approximately 14 shares. As at 30 June 2005, there were approximately 681 holdings of unmarketable parcels of shares in the Company amounting to a total of approximately 5,562 shares. As a measure to minimise the ongoing costs of maintaining its share register and also to assist shareholders with unmarketable parcels to realise value from their shareholdings, it is proposed to amend the Company's Constitution to enable the Company, subject to certain restrictions and the ASX Listing

Rules, to act as the agent for the shareholders and sell the shares on behalf of the shareholders.

Under the proposed amendment to the Company's Constitution, if the Company decides to utilise the provisions it will be

required to provide a shareholder who holds less than a marketable parcel of shares, with a notice which specifies a date at least 6 weeks from the date the notice is sent by which the shareholder can make an election to be exempt from the sale provision of the Constitution.

If a shareholder elects to be exempt from this provision by the relevant date, the shareholder may retain their unmarketable parcels of shares and the Company will not be permitted to sell these shares.

If, however, the shareholder does not make such an election or does not increase their shareholding to at least a marketable parcel, the Company can proceed to sell those shares for that shareholder.

The Company could only sell unmarketable parcels of shares once in a 12 month period and may not sell shares following the announcement of a takeover bid for the Company. After the offer period of the takeover bid closes a new notice may be given.

Any shares sold in accordance with the proposed amendments are to be sold on the shareholder's behalf by the Company at a price and on terms determined by the company secretary in the company secretary's sole discretion. The Company bears the costs of the sale. The proceeds of sale will be sent to the shareholder within 45 days after completion of the sale. The proposed constitutional amendments to effect this proposal are set out in the Appendix to this notice of meeting. Those provisions are consistent with the requirements of ASX Listing Rule 15.13 and the equivalent provisions in the constitutions of

Appendix - Proposed Alterations to the Constitution

Insert the following after the definition of 'Director' in $\mathbf{1}$ Rule $4(1)$ :

many other ASX listed companies.

'Divestment Notice means a notice in writing stating or to the effect that the Company intends to sell or arrange the sale of the shares of a shareholder unless within the Specified Period (which must be set out in the notice):

(i) the shareholding of the shareholder increases to at least a Marketable Parcel and the shareholder notifies the Company in writing of the increase;
(ii) the shares are sold by the shareholder; or
(iii) the shareholder gives to the Company a written notice that the shareholder wishes to retain the shares."
Insert the following after the definition of 'Minister' in $2¹$ Rule $4(1)$ :

'Notice Date means the date on which the Company sends to a shareholder a Divestment Notice.'.

1. Insert the following after the definition of 'Rules' in Rule $4(1)$ : $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$
'Sale Period means the period of either seven days following the expiration of the Specified Period or, where Rule 15A(4) applies, seven days following the date of receipt by the Company of revocation of the notice referred to in Rule 15A(4). $\sim$ 2007 and 2008
Insert the following after the definition of 'Significant' 4. foreign shareholding' in Rule 4(1): "Specified Period means a period of not less than six
weeks after the Notice Date, as determined by the Company.' Company
1. Insert the following after the definition of 'writing and written' in Rule 4(1)

"The terms Marketable Parcel and Takeover have the same meaning as they are given in the Listing Rules and the terms Certificated Holding, Holding Adjustment and Issuer Sponsored Holding have the same meaning as they are given in the ASTC Settlement Rules."

1. Insert the following as Rule 4(6):
'(6) Where under this Rule powers are conferred on the Secretary the powers may be exercised either by the Secretary or by any person nominated by the Secretary New York Control of the Secretary New York Control of the Secretary Secretary Arts
1. Insert the following after Rule 15 as Rule 15A:
"15A. Unmarketable Parcels
(1) Subject to Rule 15A(2), the Secretary may at any time. and from time to time send a Divestment Notice to any shareholder holding less than a Marketable Parcel of shares in the Company. .
Prezident i Prezident
(2) Subject to Rule 15A(14), the Company may not give more than one Divestment Notice to a particular shareholder in any 12 months period.
(3) Where the Company has sent to a shareholder a Divestment Notice then, unless within the Specified Period: Period:
- (a) -the shareholding of the shareholder increases to at least a Marketable Parcel and the shareholder has notified the Company in writing of the increase;
- (b) the relevant shares are sold by the shareholder; $or \tbinom{1}{2}$
- (c) the shareholder gives to the Company a written notice that the shareholder wishes to retain the relevant shares,
the shareholder is deemed to have irrevocably appointed the Company as the shareholder's agent to sell the shares the subject of the Divestment Notice during the Sale Period at the price and on the terms determined by the Secretary in the Secretary's sole discretion and to receive the proceeds of sale on behalf of the shareholder. Nothing in this Rule obliges the Company to sell the shares. For the purposes of the sale, the Company may initiate a Holding Adjustment to move all the shares from a CHESS holding to an Issuer Sponsored Holding or a Certificated Holding or to take any other action the Company considers necessary or desirable to effect the sale.
(4) Where a shareholder has given to the Company notice under Rule 15A(3)(c) the shareholder may at any time revoke the notice and on revocation the Company is constituted the shareholder's agent as provided in Rule 15A(3).
(5) The Secretary may execute on behalf of a shareholder a transfer of the shares in respect of which the Company is appointed agent under Rule 15A(3) in the manner and form the Secretary considers necessary and to deliver the transfer to the purchaser. The Secretary may take any action on behalf of the shareholder as the Secretary considers necessary to effect the sale and transfer of the shares.
(6) The Company may register a transfer of shares whether or not any certificate for the shares has been delivered to the Company. The contract of the Company.
(7) If the shares of two or more shareholders to whom this Rule applies are sold to one purchaser, the transfer may be effected by one transfer.
If shares are sold under this Rule, the Company must:
(a) within a reasonable time after completion of the sale, inform the former shareholder of the sale and the total sale proceeds received by the Company; and ...
(b) within 45 days after completion of the sale, cause the proceeds of sale to be sent to the former shareholder (or, in the case of joint holders, to the holder whose name appeared first in the Register in respect of the joint holding). Despite the preceding sentence, if the shares are certificated, the Company will not be obliged to

send those proceeds to the shareholder until after the Company receives any certificate relating to the shares (or the Company is satisfied that the certificate has been lost or destroyed or that its production is not essential). Payment may be made in any manner and by means as determined by the Board and is at the risk of the former shareholder.

(9) The Company bears the costs of sale of the transferor of shares sold under this Rule (but is not liable for tax on income or capital gains of the former shareholder).
(10) All money payable to former shareholders under this Rule which is unclaimed for one year after payment may be invested or otherwise made use of by the Board for the benefit of the Company until claimed or otherwise disposed of according to law. No money payable under this Rule by the Company to former shareholders bears interest as against the Company.
(11) A certificate signed by the Secretary stating that shares sold under this Rule have been properly sold discharges the purchaser of those shares from all liability in respect of the purchase of those shares.
(12) When a purchaser of shares is registered as the holder of the shares, the purchaser: ...
(a) is not bound to see to the regularity of the actions and proceedings of the Company under this Rule or to the application of the proceeds of sale; and يتحاول يتحجر
(b) has title to the shares which is not affected by any irregularity or invalidity in the actions and proceedings of the Company.
(13) Any remedy of any shareholder to whom this Rule. applies in respect of the sale of the shareholder's shares is limited to a right of action in damages against the Company to the exclusion of any other. right, remedy or relief against any other person.
(14). On the date on which a Takeover is announced in relation to the Company, the power of the Company to sell shares under this Rule lapses. However, this Rule 15A(14) does not affect the Company's authority to finalise any matter relating to shares sold prior to the announcement of the Takeover. Despite Rule 15A(2). after the close of the offers under the Takeover the Company may invoke the procedures set out in this Rule."

CSL Limited ABN 99 051 588 348 r no salar 45 Poplar Road Parkville Victoria 3052 Australia Telephone: +61 3 9389 1911 Facsimile: +61 3 9387 8454

ABN 99 051 588 348	ASITHER	Mark this box with an X if you have made any changes. to your name or address details (see reverse of this form).					Enquiries (within Australia) (outside Australia) Facsimile	Proxy Form All correspondence to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia www.computershare.com	1800 646 882 61 3 94 15 4000 61 3 9473 2555
	Appointment of Proxy We being a member/s of CSL Limited and entitled to attend and vote hereby appoint
	the Chairman of the Meeting (mark with an $N$ )	អេ					than the Chairman of the Meeting.	Write here the name of the person you are appointing if this person is someone other
	or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of CSL Limited to be held at the Function Centre, National Tennis Centre, Melbourne Park, Batman Avenue, Melbourne on Wednesday, 12 October 2005 at 10:00am and at any adjournment of that meeting.
	Voting directions to your proxy - please mark		X		to indicate your directions	For		Against	Abstain*
ltem 2a	To re-elect Mr Ken J Roberts as a Director
ltem 2b	To re-elect Mr Ian A Renard as a Director
ltem 2c	To re-elect Mr Peter H Wade as a Director
ltem 3	To adopt the Remuneration Report for the year ended 30 June 2005
ltem 4	To approve the alterations to the Constitution regarding the sale of unmarketable parcels of shares
	* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll, or if your votes entitlement cannot be voted by the Chairman of the Meeting, your votes will not be counted in computing the required majority on a poll.
	Appointing a second Proxy I/We wish to appoint a second proxy. Mark with an 'X' if you wish to appoint a second proxy.	AND	%	OR			Form.	State the percentage of your voting rights or the number of securities for this Proxy

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3

9. попозната правительно положения материализации по положения положения положения положения положения положения в т
Individual/Sole Director and Sole Company Director

!!

Director

Director/Company Secretary

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╇

Contact Name

1 Your Name and Address

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy 4

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

(a) indicate that you wish to appoint a second proxy by marking the box.
(b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
(c) return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting - ie, by 10.00am on Monday 10 October 2005. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

by posting, delivery or facsimile to CSL Limited share registry at the address opposite, or
by delivering to the Registered office of CSL Limited 45 Poplar Road, Parkville Victoria 3052

CSL Limited share registry Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Facsimile 61 3 9473 2555

AI assistant

CSL Ltd. — Annual Report 2005

17854_rns_2005-09-08_252e1bdf-07aa-45ee-a8c8-180dd151bf92.pdf

FOR ANNOUNCEMENT -ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING

Contents

CSSES YOGENEN ROVIOW Highlights 2004-2005

Highlights of the year were:

HOCHOLOGICAL PRODUCTS

Five Year Summary

Dividends to Shareholders

Dividends and Financial Results

Business Reports

ZLB Behring

CSL Bioplasma

CSL total Revenue (\$A millions)

Financial Calendar

2005

Annual General Meeting

AGM Live Webcast

New Plasma Products Agreement

CSL Pharmaceutical

New Product Development

Our Thanks to Management and Staff

ZUBYBOATEIAGI a katika matsaya da katika matsaya na matsaya na matsaya na matsaya na matsaya na matsaya na matsaya na matsay

continued next page

The Company of the Company of the Company of the Company of the Company of the Company of the Company of the C

Major plasma products marketed by ZLB Behring

Haemophilia and Other Coaquiation Disorders

Plasma-derived Factor VIII Beriate® P

Critical Care Conditions

Inhibitors.

Alpha 1-Proteinase Inhibitor Deficiency

Wound Healing

Immune Disorders and Immune Therapy

Polyvalent Immunoglobulins Beriglobin® P

Specific Immunoglobulins

CAS 100 DO CARDO San San San Barat na Barat na Barat na Barat na Barat na Barat na Barat na Barat na Barat na Barat na Barat n

Major plasma products manufactured by CSL Bioplasma

Coagulation Therapies

KOGENATE FS

Immunoglobulins

Critical Care Products

Diagnostic Products

Our Toll Fractionation Services

OS Phamnacoulogi

Major pharmaceutical products marketed by CSL

New Product Development CSL's adjuvant technology being used to produce new vaccines

Major human health projects

Products

Our People Building our capability for competitive advantage

Health, Safety and Environment

OSLS HEALTH SATETY ANDENVIRONMENT SYSTEMS

Corporate Citizenship in action

Global support for patients living with bleeding disorders

Our Values

The CSL Group

ZLB Behring

gional Sales d Distribution

ZLB Plasma Services

CSL Limited

CSL Pharmaceutical

CSL Bioplasma

Controlled Entitles

Controlled Entities continued

CSI IMATED

ZLB HOLDINGS INC.

ZLB BEHRING HOLDINGS GMBH

MACUITIVA Management Group

Directors' Profiles

Peter H Wade, FCPA, FAICD - (age 71) Finance, Management (resident in Victoria). Chairman

Brian A McNamee, MB, BS, FAICD - (age 48)

Artoni M Cipa, B.Bus (Acc), Grad.Dip (Acc), CPA, ACIS - $(aqe 50)$

John Akehurst, MA (Oxon), FIMechE - (age 56) Engineering, Management

Elizabeth A Alexander, AM, BCom, FCPA, FCA, FAICD -(age 62)

lan A Renard, BA, LLM, FAICD - (age 59) Law (resident in Victoria).

Maurice A Renshaw, B.Pharm. - (age 58) International Pharmaceutical Industry tresident in NSW).

Kenneth J Roberts, AM, FRACP (Hon), BEc, FCPA, FAIM, FAICD. - (age 67)

Arthur C Webster, BVSc, DipBact (Lond) - (age 61) Animal Health Industry, Commerce (resident in NSW).

Peter R Turvey, BA/LLB, MAICD Company Secretary

Sharehionaddon

CSL Ltd. Annual Report 2005

OSLS HEALTH SATETY AND
ENVIRONMENT SYSTEMS