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CSL Ltd. Annual Report 2006

Sep 14, 2006

17854_rns_2006-09-14_606c2a3a-6d25-4536-9848-7e62b948c0b1.pdf

Annual Report

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Afrikai Report 2005 2006

Contents

The Year in Review 1 Directors' Profiles 22
The CSL Story 1916-2006 8 Executive Management Group 24
CSL Behring 9 Controlled Entities 25
CSL Bioplasma 12. Business Operations 28
CSL Biotherapies 14 Share Information 30
New Product Development 16 Shareholder Information 31
Our People, Our Communities 18 Corporate Governance 33
Financial Report. 39

Financial Calendar

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CSLS Year in Review Highlights 2005-2006

Peter Wade Charman

Brian McNamee Chief Executive Officer and Managing Director

Dear Shareholder.

We are pleased to report that the continuing strong performance of our plasma therapeutics business has delivered an excellent year for CSL. In addition, our long-term commitment to research and development has resulted in a significant collaborative outcome with Merck & Co. Inc. with the approval of the world's first vaccine against cervical cancer.

Highlights:

  • Net profit after tax from continuing operations (before the recognition of the contingent consideration) reached \$351 million, up 49% on the previous year, and net operating cash flow was \$522 million. Given our strong performance, CSL has made provision for the contingent payment of US\$250 million arising from the acquisition of Aventis Behring in 2004.
  • In June 2006, the US FDA and Australia's TGA both granted approval to market Gardasil, the world's first vaccine against cervical cancer. Merck & Co. Inc. is our licensee and has exclusive global marketing rights. CSL will receive royalties from Merck's sales and has the distribution rights for Australia and New Zealand.
  • CSL announced an \$80 million capital investment in our Australian influenza vaccine plant to double capacity to 40 million doses per season and accommodate plans to introduce this vaccine into the US market in the 2007-08 winter season.
  • After achieving encouraging preliminary results from initial clinical trials of our pandemic influenza vaccine based on the H5N1 avian virus, CSL is working closely with public health authorities and the Australian Government to develop and license a safe and effective prototype vaccine.
  • Key plasma therapeutics continued to record strong growth in sales and Vivaglobin® subcutaneous immunoglobulin became the first product of its kind to be launched in the US market.
  • CSL announced a proposal to acquire 100% of the issued shares in Zenyth Therapeutics Limited to be implemented by way of a Scheme of Arrangement.
  • The Company's various visual identities and operating names have been aligned to strengthen connections throughout CSL's global network.

OSLS YEAR IN REVIEW Financial Results

Dividends to Shareholders

On 13 April 2006, our shareholders received an interim unfranked dividend of 28 cents per share. CSL's final unfranked dividend of 40 cents per share will be paid on 13 October 2006.

Five Year Summary

All figures are in \$A million unless stated otherwise11

2005-06. 2004-05 2003-04 2002-03 2001-02
Total revenue 2,904 2,650 1.836 1.313 1,350
Sales revenue 2.849 2.609 1.650 1.300 1,336
Research and development investment 161 141 101 92 93
Profit before income tax expense ® 499 410 255 102 157
Net profit 21 351 235 220 70 124
Capital investment 122 105 80 74 83
Total assets at 30 June 4.186 3,893 3.875 2,220 2,312
Total equity at 30 June 1.990 2,109 2.074 1,283 1,273
Net tangible assets per share at 30 June (\$) 6.43 7.02 6.18 2.42 1.79
Weighted average number of shares (million) 182 196 178 159 158
Basic earnings per share (cents) 23 192.8 119.8 123.3 44.2 78.2
Dividend per share (cents) 33 68.0 47.0 38.0 34.0 34.0

(1) The Group's results for the year ended 30 June 2006 and 30 June 2005 are reported in accordance with the Australian Equivalents to International Enternational Reporting Standards (A-IFRS). The Group's results for the years ended 30 June 2002 through to 30 June 2004 are reported in accordance with the Group's old basis of accounting (AGAAP).

(2) Excludes the recognition of the contingent consideration payable for the acquisition of Aventis Behring and the profit after tax from discontinued operations.

(3) Excludes special dividend of 10 cents for the year ended 30 June 2005.

01-02 02-03 03-04 04-05 05-06

CSL R&D Investment (SA millions)

Year in Review PIA (REPART)

$Viv$ aglobin $^\circ$ subcutaneous immunoglobulin this year became the first product of its kind to be launched in the US market.

Dividends and Financial Results

On 13 April 2006, shareholders received an interim unfranked dividend of 28 cents per share. A final unfranked dividend of 40 cents per share will be paid on 13 October 2006. As foreshadowed in last year's Annual Report, dividends have not been franked due to the increasing proportion of revenue now being generated offshore and increased expenditure. on research and development in Australia.

The CSL Group achieved a net profit after tax from continuing operations of \$351 million (excluding the recognition of the contingent consideration on acquisition. of Aventis Behring) with sales revenue up 9% to \$2.8 billion. Strong net operating cash flows amounted to \$522 million.

As a result of the strong performance this year, provision has been made for a contingent payment as agreed when we acquired Aventis Behring in 2004. CSL agreed to pay US\$250 million to Aventis Behring if CSL's share price moved above \$35 dollars and remained above that price. for any 60 consecutive trading days in the period between. 27 September 2007 and 26 March 2008. The provision is shown as a separate item in CSE's profit and loss account. for the financial year ended 30 June 2006.

Business Reports

CSL's business activities include CSL Behring (previously ZLB Behring), CSL Bioplasma, CSL Biotherapies (previously CSL Pharmaceutical), and our global research and development operations.

CSL Behring

CSL Behring this year consolidated the momentum from the integration of Aventis Behring in 2004 with sales reaching \$2.4 billion and further improvements achieved in business efficiency. Sales revenue was 11% ahead. of the previous year (10% in constant currency) with strong performance across our product portfolio.

The strong demand for Factor VIII contributed to sales growth of 10% in our Helixate® recombinant product. The sales growth of plasma-derived Factor VIII and von Willebrand Factor products has been helped by the increasing awareness of von Willebrand Disease and Immune Tolerance-Therapy (ITT) treatment protocols.

Immunoglobulin sales grew over the previous year with continued strong demand in the US market driving global growth. We successfully launched Liquid Sandoglobulin in Europe with strong sales in England, France and Denmark. Vivaglobin® (immunoglobulin for subcutaneous injection). received US Food and Drug Administration (FDA) approval midway through the year and has been launched in the United States for the treatment of Primary Immune Deficiency, Vivaglobin® offers patients the flexibility of treating themselves in the convenience of their own homes, with approval from their doctors.

CSL Behring achieved strong growth in the number of patients being treated with Zemaira® for genetically-linked emphysema and the recent FDA approval of our expanded manufacturing capacity has significantly increased the potential for greater patient numbers.

In Japan, self-sufficiency initiatives and flat demand for plasma therapeutics are slowly eroding sales opportunities. However, CSL Behring's specialty products in surgical sealants and for critical care provide a base for usto compete in this market.

CSL Behring's financial performance has continued to exceed expectations as a result of strong demand across CSL Behring's product portfolio. This is reflected in a 28% increase in earnings before interest and tax over the previous year. Product margins have improved fromadditional manufacturing volumes, higher prices, integration benefits, and from operating efficiencies compensating for the discount allocated to inventory arising.

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Share Rank
Coaquiation 20% 2
Critical Care 21%
Emmunealoculus 21% 2
Amadel 9%.

from the purchase of Aventis Behring. Market demand and improved supply chain management have produced strong cash flows from operations.

Strong US demand for intravenous immunoglobulin is also driving the demand for plasma to manufacture our products. CSL Behring is well placed to meet growth opportunities through its own plasma collection centres and plasma purchased from US and European Blood Banks.

Our research and development projects have made good. progress this year. The clinical trial for a chromatographic, high-yielding liquid immunoglobulin for intravenous administration has been completed and filings are planned. for late 2006 with the FDA, European and Canadian regulatory agencies. A surgical study for Humate®/Haemate® (plasma-derived Factor VIII) has been completed and the file supplement for this indication has been submitted to the FDA. A multi-centre clinical trial in Hereditary Angiodema. is in progress with the aim of broad registration of Berinert." (C-1 Esterase Inhibitor) for treatment of this painful and sometimes life-threatening condition. A clinical trial will also be completed in 2006 evaluating the use of Beriplex* (prothrombin complex) for treatment of coagulation factor deficiencies associated with Warfarin therapy.

To meet projected demand for immunoglobulin, work has commenced on a large-scale chromatographic purification. plant at our Bern facility. The Bern project includes a state-of-the-art filling suite for immunoglobulin. At our Marburg plant, we have started work on a new filling suite. for coaqulation factor products. Additional works are being undertaken to expand our capacity for coagulation. and acute care products.

CSL Bioplasma

CSL Bioplasma includes our contract fractionation operations. in Melbourne, the commercial operations of CSL Behring Asia (excluding Japan) and our Immunohaematology Group.

Several industry policy changes have contributed to an 8% reduction in sales revenue to \$191 million this year. Sales of our plasma-derived therapeutics were affected by the first full year of Australian Government funding for imported recombinant coagulation factors. This was also the first fullyear of the Plasma Products Agreement (PPA) with the Australian National Blood Authority (NBA) under a new pricing policy for fractionation services. The new Australian procurement arrangements introduced by the NBA for the diagnostics sector also had an impact on our market share for immunohaematology products.

Under the PPA, CSL Bioplasma has fractionated approximately 300 tonnes of Australian plasma this year producing sufficient life-saving, plasma-derived therapeutics to treat approximately 200,000 Australians.

We are achieving higher yields of intravenous immunoglobulin as a result of innovative improvements. to the fractionation process used for Intragam® P. Our industry-leading intravenous immunoglobulin yield allows. us to optimise the extraction of IVIg from the voluntary blood donations collected in Australia, and thereforeprovide greater quantities of this life-saving product. to our health care professionals.

During the year, we launched the Mix2Vial, an improved reconstitution device designed to enhance ease of use and patient safety when reconstituting our lyophilised coagulation. factors including Biostate® (Factor VIII), MonoFix® (Factor IX), and Prothrombinex - HT (factors il, IX and X concentrate).

CSL Biotherapies President, Colin Armit (left) and Merck, Sharpe and Dohme CEO, Will Delast, sign a new agreement under which CSL will distribute a broader range of Merck vaccines in Australia.

Significant sales revenues continue to be generated through the customised contract fractionation operations we provide to the blood services of New Zealand, Malaysia, Hong Kongand Singapore. This year, we extended our contract fractionation agreement with Hong Kong, and renegotiated our manufacturing agreement with the New Zealand Blood Service. Renewing these agreements reinforces the position of CSL Bioplasma as the plasma fractionator of choice. in the Asia Pacific.

Strong demand for albumin in Asia, particularly China, underpinned CSL Behring Asia's 20% growth in sales revenue. We continue to build our infrastructure in Chinaand now have offices in Beijing, Shanghai, Guangzhour and Chengdu.

CSL Biotherapies

CSL Biotherapies is the new name for CSL Pharmaceutical and is responsible for vaccines and pharmaceuticals in Australia, and global sales of our influenza vaccines.

Sales revenue this year reached \$212 million (up 3%). with a strong contribution coming from our expanding influenza vaccine business.

The launch of our influenza vaccine in the United Kingdom. and in Sweden coincided with a shortfall in supply from other manufacturers. As a result, almost one in four patients in the United Kingdom received CSL vaccine.

In February 2006, we announced plans to introduce CSL's influenza vaccine to the US market and the associated investment of \$80 million in plant and equipment. When this work is completed at our Melbourne facility, we will double vaccine manufacturing capacity to 40 million doses per season, In June 2006, an investigational new drug application was approved by the US FDA and we initiated the required clinical study under an accelerated approval process. Subject. to FDA approval, we plan to launch our vaccine in the US market for the 2007-08 winter season.

CSL Biotherapies has made further progress in Asian. markets with approval of formulated bulk influenza vaccine. for supply to Korea. Our Fluvax® is marketed in Singapore, Malaysia and Hong Kong, and regulatory authorities in Chinahave recently accepted the registration dossier for our fluvaccine as a first step to market entry. A long-term supply agreement has been reached with the New Zealand government for the first time.

One of the few manufacturers of influenza vaccine in the world, CSL Biotherapies is well placed to take advantage. of increased demand that has resulted from supply shortages, greater awareness of the benefits of immunisation and concerns about a pandemic.

Approved by the Australian Therapeutic Goods Administration (TGA) in June this year, Gardasil is the first vaccine shown to prevent cervical cancer. Gardasil is the result of a crucial breakthrough in 1991 by Professor. lan Frazer and his team at the University of Queensland, collaborative research with CSL scientists and the strong support since 1995 of Merck & Co. Inc. (Merck), our licenseefor this product. Merck granted CSL exclusive marketing rights for Gardasil in Australia and New Zealand.

The launch of Gardasil and other new vaccines in the comingyear underpin a strong platform for business growth.

CSUs proprietary iscomatrix" adjuvant is now being manufactured at our Kankakee site for use by US-based licensees in the development of a new generation of human vaccines.

New Product Development

The biggest research and development event this year has been the licensing of the Merck human papillomavirus. vaccine, Gardasil, in the US and Australia (see feature on page 16 of this Report).

Another area of significant achievement has been the work in supporting the internationalisation of CSL's influenzal vaccine. As already mentioned, we have now licensed our high quality Australian influenza vaccine in key European countries and started the clinical trials required for registration in the United States.

At the same time, we have responded to the international public health threat of bird flu by producing and testing an experimental vaccine against the H5N1 strain that has caused concern across a number of countries in and beyond our region. As the only flu vaccine manufacturer in the Southern-Hemisphere, we are working closely with public health authorities and the Australian Department of Health to develop and license a safe and effective prototype vaccine. in Australia as soon as possible. In developing the H5N1 vaccine, we have used technologies that we are confident. can reliably be reproduced in large quantities, should a crisis occur. Early in 2006, we completed our first human clinical trial and in the second half of this year we will be exploring responses to higher doses of antigen in a broader age group.

Adjuvants are used to enhance or modify the human immune response to antigens in vaccines. Following some years of R&D investment in CSEs proprietary ISCOMATRIX* adjuvant, we are now pleased to be moving the technology into a larger scale manufacturing environment at our Kankakee site in the US. This adjuvant will be used by US-based licensees including Merck in their development.

of a new generation of human vaccines. We plan to produce commercial quantities of GMP-quality adjuvant at both our US and Australian manufacturing sites.

Consistent with our long-term manufacturing of polyclonal immunoglobulin purified from human plasma, CSL has a significant interest in developing biotechnology products. based on recombinant monoclonal antibody (MAb) technology. The academic scientific base to support the discovery of these MAb candidates is strong in Australia. We are investing in relationships, skills, facilities and intellectual property that will enable us to develop our lead antibody. candidate, a drug potentially to treat leukaemia, as well as a growing portfolio of exciting preclinical candidate molecules.

Consistent with this strategy, the Company has announced a proposal to acquire 100% of the issued shares in Zenyth Therapeutics Ltd to be implemented by way of a Scheme of Arrangement. Our proposal was unanimously recommended by Zenyth Directors in the absence of a superior proposal. from a third party. If the proposal is approved by Zenythshareholders and the Supreme Court of Victoria, we look forward to combining Zenyth's portfolio of pre-clinical R&D. projects with CSE's R&D portfolio and using our complementary skills to enhance our scientific capabilities.

The CSL Board

Mr Peter Wade will retire from the Board prior to our Annual General Meeting in October this year after seven years as Chairman. He will be succeeded by Elizabeth Alexander who brings 15 years experience to her new role as Chairman, having been appointed to the Board in 1991. Mr Wade served as a Commissioner and Director from 1985 to 1993, and was reappointed as a Director in 1994 shortly after CSL was listed as a public company on the Australian

The official opening of CSL Behring's expanded Kankakee production facility for Zemaira®, a treatment for genetically-linked emphysema. CSL Chairman, Peter Wade, cuts the ribbon watched by CEO, Brian McNamee and Director, Elizabeth Alexander,

Stock Exchange. Mr Wade has been closely involved in our successful transition from an Australian government. instrumentality to a global business. The Board appreciates his significant 20-year commitment to the growth of CSL and recognises his key role in creating an international company.

In addition, Dr Arthur Webster, who was appointed to the Board as a Director in March 1998 has decided not to seek re-election at the October Annual General Meeting. The Board has greatly appreciated Dr Webster's significant. contribution to Board decisions particularly during the time. that the Company operated its Animal Health business but also in assisting the Company to become a global operation. Dr Webster has been a valued member of the Human Resources Committee.

In June this year, we welcomed Professor John Shine to the Board. Professor Shine is Executive Director of the Garvan-Institute of Medical Research, Professor of Medicine and Professor of Molecular Biology at the University of NSW, past Chairman of the National Health and Medical Research Council, and Vice President of the Australian Academy of Science. Professor Shine will be seeking to be elected to the Board at the Annual General Meeting in October.

We also welcome Mr David Simpson to the Board. Mr Simpson is the non-executive Chairman of Aristocrat Leisure Limited and a Director of the Eighthouse Foundation, having previously been the Finance Director for Tabcorp Holdings. Limited from 1995 to 2003 and prior to that Executive General Manager Finance for Southcorp Holdings Limited from 1987 to 1995. Mr Simpson will succeed Elizabeth Alexander as Chair of the Audit and Risk Management. Committee. He will be seeking to be elected to the Board at the Annual General Meeting in October.

Our Thanks to Management and Staff

CSL now has more than 7,500 employees in 26 countries. and successfully integrated operations have been the key to another year of strong business performance. It is important. that we recognise that our employees at all levels have been instrumental in delivering this result. Your Board of Directors congratulates management and staff for the vital roles theyhave played in another excellent business outcome for CSL this financial year by continuing to deliver innovative medicines to thousands of people.

year bade.

Peter Wade Chairman

Brian McNamee Chief Executive Officer and Managing Director

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The CSL Story 1916-2006

In CSL's 90th year, there is no more fitting commemoration than to know that through our strong commitment to research and development we have played a key role in the collaborative work that has delivered the world's first vaccine against cervical cance:

Our core plasma therapeutics business had its origins in the early 1950s when CSL began to carry out plasma fractionation on behalf of the Australian Government in collaboration with the Australian Red Cross and using [111] blood from woluntary donors. Since listing as a publiccompany in 1994. CSL has become a world leader in the in plasma therapeutics through astute acquisitions and sound commercial management. The management

First produced in Australia for the 1968 influenza parxlemic. CSLs split wrion influenza vaccine is now part of Australia's national vaccination program, and international markets are expanding. The only influenza vaccine manufacturer in the Southern Hemisphere, CSL is also working closely with public health authorities and the Australian Department of Health to develop and license a safe and effective prototype pandemic influenza vaccine based on the H5N1 avian virus.

Now a global specialty biopharmaceutical company, CSL is continuing to build the skills and capacity to develop, manufacture and market products for the treatment. and prevention of serious human medical conditions.

CSL was established by the Australian Government in 1916 to produce sera,
vaccines and other biologicals at a
humoud and other biologicals at a time when World War I led to supply
shortages of these products to Australia. By 1923, within a year of its discovery,
CSL produced insulin to treat diabetes. Under Wartime conditions in 1944 CS manufactured penicillin and Australia
became the first country to make regular supplies available to a civilian population.
Production of BCG vaccine for the
prevention of tuberculosis began in 1947. In a ter-year period starting in 1956, CSL produced 25 million doses of Salk polio
Vaccine and saw the disease virtually
eliminated in Australia. These are just a few of many notable achievements
in human health over the past 90 years

CSL Behring is a global leader in biotherapies with the broadest range of quality products in our industry and substantial markets in the USA, Europe and Japan.

Our lifesaving and life-prolonging therapies are indicated for the treatment of rare diseases such as haemophiliaand other bleeding disorders, primary immune deficiency disorders, and inherited respiratory disease. Our plasmaderived therapeutics are used to prevent Rh factor problems. in the newborn, to assist recovery from heart surgery. and to treat shock and severe burns.

CSL Behring

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

CSL Behring remains well positioned to develop its global biotherapeutics business 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.

Our extensive research and development activities, patient. support services and patient-focused resources are key elements in an ongoing commitment to people whose lives depend on our products.

We listen carefully to the concerns of people with rare, life-threatening disorders and work to address their needs. By providing safe and effective products and services, we help patients to improve quality of life. And we continue to develop programs that help patients and families to manage the daily challenges of living with chronic conditions.

CSL Behring produces high quality products in our state-ofthe-art facilities using the most sophisticated methods available. Because patient safety is our first priority, we closely monitor every aspect of the manufacturing process.

CSL Behring's plasma collection business, ZLB Plasma. Services, has 65 collection centres in the USA and eight. in Germany, along with plasma testing laboratories. and logistics centres in both countries.

Laboratory technician, Thomas Rein, carries out a Real Time PCR quantitative virus detection assay used to determine that biological materials are virus free.

Head of Patents and Licences in Marburg, Dr Hans-Friedrich Lauppe, with Senior Patent Manager, Felicitas Sigmund.

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.

ZLB Plasma Services is based in Boca Raton, Florida (USA) and has the largest plasma-testing laboratory in the industry in Knoxville, Tennessee (USA) and a logistics centre in Indianapolis, Indiana (USA).

Based in Marburg, our German operations include a plasma-testing laboratory in Goettingen and a logistics centre in Schwalmstadt.

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

In this stringently regulated industry, CSL Behring and ZLB Plasma Services comply with the highest international standards, use the most sophisticated systems and continueto explore avenues of innovation.

HAEMOPHILIA AND OTHER
COAGULATION DISORDERS
CRITICAL CARE CONDITIONS ALPHA 1-PROTEINASE INHIBITOR
DEFICIENCY
Coagulation therapies are used to treat
bleeding disorders such as haemophilia
and Von Willebrand disease.
Critical care products are used to treat
shock, sepsis and severe burns, and are
used in cardiac stirgery.
For people at risk from life-shortening
emphysema through a genetic deficiency
in their synthesis of this protein,
Recombinant Factor VIII
* Helixate® FS
Helixate® NexGen
Plasma-derived Factor VIII
Trauma Therapies
» AlbuRx 336 5 and 25
« AlbuRx 366 5 and 20
» Albuminar ® ~5 and ~25
™ Zemaira®
IMMUNE DISORDERS
AND IMMUNE THERAPY
« Beriate® P
» Haemate® P
« Humate-P®
* Monoclate-P®
· Albumin ZLB 5% and 20%
Beriplex® P/N
» Haemocompiettan® P
• Human-Albumin 20% Behring,
low salt
Immunoglobulins are used to treat
infections and autoimmune diseases.
and to prevent haemolytic disease in the
newborn.
Plasma-derived Factor IX
». Berinin® P
* Mononine®
« Factor IX P Behring
Inhibitors
'» Berinert® P
« Kybernín® P.
Polyvalent Immunoglobulins
» Beriglobin® P.
« Carimune® NF
* Redimune @
Von Willebrand Disease.
« Haemate® P
Humate-P®
Stimate ®
Cardiology
« Streptase®
WOUND HEALING
* Redimune® NF Liquid
« Sandoglobulin ®
® Sandoglobulin® NF Liquid
⊛Gamma-Venin® P
» Gammar ® -P.I.V.
Other Coagulation Disorders
« Benplex® P/N
Wound healing therapies are used to
facilitate healing.
∝ Venimmun® N
« Vivaglobin®
« Fibrogammin® P
« Haemocompiettan® P
Kybernin® P
» Beripfast® P
« Fibrogammin®. P
* Tachocomb. 8
« Immune Globulin Subcutaneous
(Human)
Specific Immunoglobulins
« Berirab® P
Hepatitis B Immunoglobulin P
Behring
» Rhesogamma ® F
« Rhophylac ®
Tetagam ® P
» Varicellon® P

■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■

Immunchaematology Laboratory Supervisor, Teresa Anderson, examines red cells ready for freezing at the ZLB Plasma Services plasma-testing laboratory in Knoxville, Termessee.

-CSL Behring sales representative, Ayako Kiyonaga makes a presentation to a Tokyo pharmacist.

Leigh Ann Miller is a Senior Biomedical Technician. In the ZLB Plasma Services collection centre In-Knoxville, Tennessee, one of more than 60 centres across the USA.

Apprentice Laboratory Technician, David Rufenacht, tests a water sample at CSL Behring's manufacturing facility in Bern.

Based in Melbourne, CSL Bioplasma delivers contract plasma fractionation services and commercial plasma-derived therapeutics throughout the Asia Pacific (except Japan).

Contract plasma fractionation services are provided from our fractionation facility in Australia under long-standing agreements with the Governments and blood services of Australia, New Zealand, Hong Kong, Malaysia and Singapore. Our regional office in Hong Kong, now supported by offices in Beijing, Shanghai, Guangzhou and Chengdu, drives business in China, Taiwan, South Korea and South Asia.

CSL Bioplasma has been Australia's national fractionator since 1952 and this relationship continues today under our five-year (2005-2010) Plasma Products Agreement (PPA) with the Australian Government, an agreement which is now managed by the National Blood Authority. The contractual arrangements under the PPA ensure Australia retains control over the quality, safety and supply of its plasma-derived therapeutics.

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$\Box$ Major plasma products manufactured by CSL Bioplasma $\Box$
COAGULATION THERAPIES CRITICAL CARE PRODUCTS TOLL FRACTIONATION SERVICES
Coagulation therapies are used to Critical care products are used for CSL Bioplasma performs plasma
treat bleeding disorders such as plasma volume expansion and for fractionation for Australia's National
haemophilia and von Willebrand replacement of albumin. Blood Authority, a role pivotal to
disease. * Albumex® Australia's policy of self-sufficiency.
* Biostate ® * Thrombotrol ® CSL Bioplasma is also the national
ं∢ MonoFix® ≂.VF fractionator of New Zealand, Hong
® Prothrombinex™ - HT Kong, Malaysia and Singapore.
DIAGNOSTIC PRODUCTS
Diagnostic products are used
IMMUNOGLOBULINS to determine compatibility of CSL BEHRING PLASMA
Immunoglobulins are used to modify donor-recipient blood in THERAPEUTICS
function of the immune system. transfusion settings. CSL Biopíasma markets CSL Behring's
«Intragam @ P ABO Monoclonal Reagents commercial products in Asia through
« Normal immunoglobulin Reagent Red Blood Cells CSL Behring Asia.
, Rh(D) immunoglobulin
« CMV immunoglobulin
· Hepatitis B Immunoglobulin
Zoster Immunoglobulin
Tetanus Immunociobulin

Under regulatory control of Australia's Therapeutic Goods Administration, CSL Bioplasma works very closely with the Australian Red Cross Blood Service and the regional blood services supplying plasma for fractionation into a range of products. The voluntary, non-remunerated plasmadonations that we receive from each of these blood services remain strictly separated at every stage from receipt, through fractionation, to storage and distribution.

The chromatographic fractionation processes developed by CSL Bioplasma's scientists and engineers extract high purity plasma-derived therapeutics including intravenous immunoglobulin and Factor VIII - von Willebrand factor concentrate. We use innovative processes to recover the highest yields from each donation.

CSL Bioplasma offers a broad range of products, customised toll manufacturing to blood services throughout our region, and strong client support through our presence. in key markets.

CSL Bioplasma Process Specialist, Kylie-Cranver, is shown here working with chromatography columns dedicated to processing plasma collected from Australian donors. Plasma donations received from blood services in Australia and throughout the Asia Pacific region are strictly separated at every stage from receipt, through plasma fractionation to storage and distribution.

During a Careers Day, CSL Bioplasma Scientist, Vicky Gatzigiannis, talks about her work to Matthew Ellis.

CSL Biotherapies has continued to expand global sales of our influenza vaccines this year and is now further increasing manufacturing capacity to take advantage of growing international demand.

The new \$80 million capital investment in our Melbourne influenza vaccine plant announced in February this year will double production capacity to 40 million doses per season and accommodate plans to introduce CSL vaccine into the US market.

and Drug Administration (FDA). Subject to FDA approval, we will supply vaccine for the 2007-2008 winter and have capacity to supply up to 20 million doses to the US market. in the following season as our expanded manufacturing facilities come on line.

After CSL completes the required US human clinical study, we will submit a Biologics License Application to the Food In 2004, we completed a \$33 million expansion to meet the increasing vaccine demands of our customers in both

VACCINES FOR PREVENTION OF: ANTI-INFECTIVES FOR TREATMENT OF:
:Fluvax® Influenza. Flopen® Severe staphylococcal infections
Pneumovax*.23 Pneumococcal infection Moxacin ® Bacterial infections
Menjugate* Meningococcal C disease Fucidin* Bacterial infections
ADT ® Diphtheria and Tetanus. BenPen® Bacterial infections
H-B-Vax. II
PedvaxHIB
Hepatitis B infection
Haemophilus influenzae B
OTHER PRODUCTS FOR TREATMENT OF:
Vaqta* Hepatitis A infection Tramal* Moderate to severe pain
Variyax* Varicella . Flomaxtra* Benign prostatic hyperplasia
Comvax* Haemophilus influenzae B and. Antivenoms Enveriomation
$Q$ -Vax $\circledast$ Hepatitis B infection
Q-Fever.
Cervidil * Complications during childbirth
requiring induced tabour
MMR*I Measles, mumps and rubella Modavigil. * Excessive daytime sleepiness in
narcolepsy -
RotaTeq* Rotavirus-induced gastroentiritis Epi-Pen* Severe allergic reactions
Gardasif 3 Cervical cancer Daivonex* Psoriasis
Daivobet* Psoriasis.

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Northern and Southern Hemisphere markets. In 2005, we made up for an unexpected shortfall of influenzavaccine imports to Australia. CSL Biotherapies is well. positioned to manufacture enough influenza vaccine. to protect the Australian population in the event of a pandemic. Pandemics result from a new influenza variant. that populations have not been exposed to previously, and can occur at any time.

During the year, we achieved encouraging results from initial clinical trials of our pandemic influenza vaccine based on the H5N1 avian virus. Further trials now targeting a broader age range will determine the optimum dosage and demonstrate safety.

CSL has manufactured influenza vaccine in Melbourne since 1968 and our branded influenza vaccines are marketed in 16 countries worldwide. We also provide bulk influenza vaccine to 24 countries.

Under a contract with the Australian Government, CSL also supplies 65% of the vaccine requirements for Australia's national program against influenza targeting people over 65 and Torres Straight Islanders over 50.

Our influenza vaccine manufacturing plant in Melbourne is the only one of its kind in the Southern Hemisphere and is Australia's first line of defence against this serious infectious disease. The new expansion of facilities will help meet the increasing global demand for seasonal influenza vaccines.

In June 2006, the US Food and Drug Administration (FDA) and Australia's Therapeutic Goods Administration granted approval to sell Gardasil – the world's first vaccine against cervical cancer.

Merck & Co. Inc., CSL's ficensee for this novel quadrivalent. recombinant vaccine, has also applied for licensing approval to regulatory authorities in a number of other countries.

The powerful result of more than 15 years collaborative work, Gardasil has potential to benefit millions of women. Cervical cancer is the second most prevalent cancer in

women, typically affecting those aged 35 to 55, and causing close to 240,000 deaths globally each year. Gardasil is designed to prevent 70% of cervical cancers.

Cervical cancers are caused by human papillomavirus (HPV). infections. Professor lan Frazer and his team at the University of Queensland made the crucial first breakthrough in 1991

Our Future Research and Development Focus

New Product Development

CSL is investing in the development of new protein-based mediunes that can be punikat hom human plasma, matte kom traditional sources (as with our influenza vaccines), or be produced using recombinant biotechnology. The common feature is that all these approaches lead to powerful biological medicines for treating serious himan diseases

ASHIBIKDHIPHINABEXQIONITPIOSTEIBES sontinued to strengthen the focus of nesearch and development activities on developing products that materiour នភាពពេលនៅវិនាសារព្រំសែន

OSLS research and development programs show agr strong commitment to products made from human plasma, as with our range of liquid miravenous and submitaneous immunoclobulins. We are also engaged in broadening both regulatory jurisdictions and clinical indications in speakly phono products such as Zemaira (alpha 1 antitrypsin inhibitor) and Berinert3 P (C) esterase inhibitor).

We continue to support market expansion tor our Australian manufactured influenza vacemes by seeking new international registrations. Another goal for us is to improve influenza vacane efficacy, particularly in older accepte.

An increasing proportion of our research and development investment is being allat nich tie bielegandlegy mojedes particularly for recombinant antibody medianes. A key longer-term objective is to build the skills and facilities that ensure we are capable of carrying out the dinical development of recombinant antibody candidates and following this through all the way to commercial sourch.

by discovering that the HPV capsid recombinant protein could self-assemble into virus-like particles (VLPs) which made production of a vaccine possible. Research continued in collaboration with CSL scientists from the early 1990s and with the support of Merck from 1995.

Extensive clinical trials carried out by Merck demonstrated Gardasil prevented 100% of all high-grade cervical pre-cancers and non-invasive cervical cancers associated with HPV types 16 and 18.

HPV types 6, 11, 16 and 18 in the vaccine are the most. common types affecting the health of women, accounting for a significant proportion of abnormal pap tests. HPV types 16 and 18 account for close to 70 percent of cervical cancer cases and are linked to most deaths from this disease. HPV types 6 and 11 cause about 90 percent. of genital warts infections.

Merck has exclusive global marketing rights for Gardasil vaccine. CSL has the distribution rights for Australia and New Zealand and will receive royalties from global sales.

18 CSL Limited Annual Report 2005-2006

To succeed in the complex and challenging environment in which we operate, we rely on our people understanding and demonstrating CSL's Values of customer focus, innovation, integrity, collaboration and superior performance.

Our people continue to find innovative ways to integrate our Values with CSL's business. Management tools help demonstrate how to keep our Values alive, including the Values Road Map developed at CSL Bioplasma, the Values Journal in CSL Behring's US Commercial Operations group and an intranet based resource in Marburg, In several locations including Hong Kong and Lisbon, team-building activities have focused on the importance of living our Values alongside a clear understanding of business objectives.

Healthy Workplaces

All CSL businesses focus on creating and maintaining a safe and healthy work environment. Our Health, Safety and Environment Management System (HS&EMS) provides a structured approach to managing global risk and dealing effectively with occupational health, safety and environmental issues. Our system meets international occupational safety and health management standards (OHSAS 18001). Our safety specialists collaborate to ensure understanding of, and compliance with, our HS&EMS. The focus is on both prevention and remediation of issues via ongoing training and internal and external audits.

We recognise the importance of healthy life styles and a positive work-life balance. Alongside ongoing education sessions, we promote a range of well-being initiatives such as bike riding groups, triathlon teams, yoga classes and seated massage. We help strengthen our sense of community by bringing our people together to celebrate project milestones and other significant events.

7,500 People with Great Ideas

An exceptionally high 77% of our 7,500 employees, across 26 countries, responded to the Global Employee. Opinion Survey in December 2005. Over 83% of those who responded are proud to work for CSL and 81% agree that their manager listens to their ideas and opinions. Opportunities for improvement include the need to further recognise the achievements of our people and to concentrate on organisational cohesion. Local improvement initiatives are being developed within work areas based. on their specific results.

Our People, Our Communities

Working rogetter on project linelines in Marbing are Senior Project Management team (from left) on Martin Vey,
Thike Friebenshauser Mark Prinsensberg and Brill-Inks Volper

Jylo generations at CSN Behring Intellectual Property
Director Di Hugo Piel, with daughter Milly a legal
student who spent lime as a trainee in the Marburg
Legal Department of the Marburg

Jessica and her son at an event in King of Prussia
that marked the 20th anniversary of the US launch
of Humate P Both mother and son receive treatment
for Von Willebrand disease

Our People, Our Communities continued

Sharing Knowledge Effectively

How we select, interpret and apply knowledge to our work is crucial to our success. We have many ways of promoting more effective communication and knowledge sharing via work planning discussions, team meetings, town half meetings, the intranet and regular newsletters.

We invest in technological improvements to expedite the transfer of knowledge within the organisation. For example, cross-functional teams have streamlined data management to improve our supply and value chains. Likewise, a new Digital Media Management system provides a single point of access for company images, documents and product materials.

Contributing to Our Communities

To inform our business planning, we seek to understand the cares, concerns, motivations and needs of our stakeholders through surveys, patient group forums, sales conventions, industry conferences and research symposia.

Patients and plasma donors are a source of inspiration and help us understand the positive difference our work makes to people's lives.

Many employees including those in our large manufacturing sites have had the chance to listen directly to stories from patients with serious medical conditions.

Product donations in emergency situations is a hallmark of the way we meet our corporate social responsibilities. Other long-standing programs dedicated to improving patient care include disease awareness education and collaboration with patient advocacy organisations. CSL works pro-actively with government and communityorganisations to ensure the company plays a positive role. in the communities in which we live. We provide charitable contributions in support of local organisations and support. employee volunteer activities.

CSL contributes to scientific education by providing scholarships and grants to universities. Many of our professionals are also involved in post-graduate teaching and mentoring and we welcome school site visits.

Learning and Leadership

To maintain a competitive advantage by increasing our adaptability and resilience, we are implementing effective approaches to learning online, in work teams and on the job. Our learning is focused on knowing what we do well and enabling our people to continue to be successful.

We know that our relationships with each other, our customers and partners are as important as our systems and processes. With work often being done by virtual teams, we are developing our skills to build effective working relationships across cultural and geographical boundaries.

Our leaders energise people to make continuous learning a reality. Challenging our leaders to communicate a compelling vision and clear statement of how we are going to be successful is a feature of our leadership programs. Tools for 360-degree feedback, internal mentoring and external coaching are improving the leadership capability of our managers.

CSL Group Employees by Region

CSL Bioplasma Emergency Response Group members (from left) Morris Esposito, Mark Amos and Simon Trease
on a training exercise with their new vahicle,

Supported by the on-site Rike Users Group and encounaged. by CSL, an increasing number of employees at Parkville in
Melbourne cycle to work including (from left) Mary Walker,
Geoff Lewis, Carlos Krepelka, Sam Straniero, Phuong Tang, Candion Cook and James Thyse

Albumin Manager, Anthony Manovella, taking part in a
Careers Day at CSL Bioplasma's manufacturing fasility with
(from left) Thomas Anderson, Michael Pell, Ashloy Haslam
and Callum Lippiatt

Voin Dundun-ya revancs his prze fran Corey and Perry Parker at the golf and baseball Junior National
Championship presented by the National Hemophilia
Foundation and CSL Behring. This annual event encourages
Rids with bleeding disorders to get active and stay fit

Corey (160) was a professional baseball player and is
Manager of Coaquiation Products in Southern California
Perry is a coll professional Both Corey and Perry have
Hemophilia A

The Head of Solution Development in Bern, Andre Strahmwith Joyce Errollino, Associate Director of eStrategy
in King of Prussia, training to the a web site content
management system to be introduced worldwide.

Directors' Profiles

PETER WADE Chairman

ELIZARFTH DR BRIAN MCNAMEE ALEXANDER Chief Executive Officer and Managing Director

TONY CIPA JOHN AKEHURST IAN RENARD Einance Director

MAURICE RENSHAW

KENNETH ROBERTS ICHAN SHINE

DAVID SIMPSON ARTHUR WEBSTER

PETER H WADE, FCPA, FAICD - (age 72) 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. Mr Wade will be retiring from the Board on 30.September 2006.

ELIZABETH A ALEXANDER, AM. BCom, FCPA, FCA, FAICD - (age 63)

Finance and Risk Management (resident in Victoria).

Miss Alexander was appointed to the CSL Board in July 1991 and will become Chairman on 1 October 2006. She is a Director of Boral Limited and D.B. RREEF. She is a Member of the Takeovers Panet, Deputy Chairman of the Financial Reporting Couricil 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), is Deputy Chairman of the Winston Churchill Fellowship Trust and Chairman of the Finance Committee of Melbourne -University. Miss Alexander was Chairman of the Audit and Risk Management Committee and will remain a Member of the Committee when she becomes Chairman of the Board.

BRIAN A MCNAMEE, MB, BS, FAICD - (age 49) 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.

ANTONI M CIPA, B.Bus (Acc), Grad Dip (Acc), CPA, ACIS - (age 51) Finance (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.

JOHN AKEHURST, MA (Oxon), FIMechE - (age 57) 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 hydrocarbos. industry, most recently as Managing Director and CEO of Woodside Petroleam Ltd. Prior to this, he held a number of engineering and management positions with the Royal Dutch/Shell Group of Companies.

Mr. Akehurst is a Director of Alinta Limited and of Coogee Resources Limited. He is Chairman of Indigo Energy Ltd, a Director of Biostarch Technologies Ltd and a former Director of Oil Search Limited. He 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 Aketsurst is a Member of the Human Resources Committee.

IAN A RENARD, BA, LLM, FAICD - (age 60) 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 was a Director of Newcrest Mining Limited up until September 2006, and is a Director of Hillyiew Quarries Pty Ltd, SP Australia Networks (Distribution) Ltd and SP Australia Networks (Transmission) 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 59) International Pharmaceutical Industry (resident 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 Global Consumer Group and President of Pfizer's Global Consumer Healthcare Division. Prior to his positions in Pfizer, Mr Renshaw was Vice-President of Warner Lambert Co. and President of Parke-Davis USA. Mr Renshaw has had more than thirty years experience in the international pharmaceutical industry. Mr Renshaw was a Member of N. the Audit and Risk Management Committee and is a Member of the Human Resources Committee.

KENNETH J ROBERTS, AM, FRACP (Hon), BEC, FCPA, FAIM, FAICD. - (acre 68)

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

Mr Roberts was appointed to the CSL Board in February 1996. Formerly, he was Chairman and Managing Director of Wellcome 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.

JOHN SHINE, AO, FAA - (Age 60) Pharmaceutical Industry, Medicine (resident in NSW).

.
Professor Shine was appointed to the CSL Board in June 2006. He is Executive Director of the Garvan Institute of Medical Research and a Board Member of the Garvan Research Foundation. He is Professor of Molecular Biology and Professor of Medicine at the University of NSW, and a Director of many scientific research and medical bodies throughout Australia. Professor Shine was also Chairman of the National Healthand Medical Research Council (NHMRC) and a Member of the Prime Minister's Science, Engineering and Innovation Council. (PMSE(C) up to 30 June 2006.

DAVID J SIMPSON, FCPA - (Age 66) Finance and Management (resident in Victoria).

Mr Simpson is the non-executive Chairman of Aristocrat Leisure Limited and a Director of the Lighthouse Foundation. For many, years, Mr Simpson was Finance Director of Tabcorp Holdings Limited and before that Executive General Manager Finance. of Southcorp Holdings Ltd. He will become Chairman of the $\frac{1}{2}$ Audit and Risk Management Committee when Miss Alexander takes up the role of Chairman of the Board.

ARTHUR C WEBSTER, BVSc, DipBact (Lond) - (age 62) 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 animal health. company, Cyanamid Webster Pty Ltd, and a Member of the $\cdot$ 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

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Human Resources

Gancolleg Entities

CSL LIMITED

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.

CSL Biotherapies Pty Ltd is responsible for vaccines and pharmaceuticals in Australia, and global sales of influenza vaccines.

CSL (New Zealand) Limited in Auckland is the New Zealand marketing arm for CSL Bioplasma (plasma products). and CSL Biotherapies (vaccines and pharmaceutical products).

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 the CSL Group.

CSL Biotherapies Asia/Pacific Limited is the Hong Kong sales and marketing arm for influenza vaccines. manufactured by CSL Biotherapies Pty Ltd.

ZLB Behring Holdings Ltd holds product licences for the CSL Group.

CSL Denmark ApS is a holding company for European subsidiaries of the CSL Group (also known as ZLB Behring ApS).

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

ZLB Behring AG manufactures plasma products in Bern, Switzerland.

ZLB Bioplasma UK Limited and ZLB GmbH were previously sales and marketing companies for products. manufactured by ZLB Behring AG, and now hold product registrations for the CSL Group.

ZLB Holdings Inc. is a 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 CSL Biotherapies 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.

CSL Biotherapies Inc is the US marketing arm. for influenza vaccines manufactured by CSL Limited.

ZLB BEHRING HOLDINGS GMBH

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

ZLB Behring Holdings KG is a holding company for the European businesses of the CSL Group including 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.

Controlled Entities contracted

CSL Limited Annual Report 2005-2006 $\bar{z}7$

The CSL Group: CSL Behring incorporating ZLB Plasma Services. CSL Bioplasma, and CSL Biotherapies

CSL has more than 7,500 employees working in 26 countries.

CSL LIMITED

CSL Group Head Office: Melbourne, Australia (1991)
Meibourne Australia Corporate, R&D

CSL BIOTHERAPIES

Business: Vaccines and pharmaceuticals in Australia, and global sales and marketing of influenza vaccines Australia Melbourne Sales, Manufacturing Warehousing

and Distribution

Australia Warehousing
Australia and Distribution
Australia
New Zealand Sales, Marketing
USA Sales, Marketing
China Sales, Marketing

CSL BIOPLASMA

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

Melbourne Australia R&D, Manufacturing
Sales, Distribution
Sydney Australia
Brisbane Australia Warehousing
Adelaide Australia and Distribution
Perth Australia
Auckland New Zealand
: Hong Kong China
. Beijing China Sales and
. Chengdu China Distribution
- Shanghail China
Guangzhou China
the State and

CSL BEHRING

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

∿King of Prussia USA Administration, R&D.
Sales, Distribution
Bern Switzerland R&D, Manufacturing,
Sales, Distribution
Marburg Germany R&D, Manufacturing
Kankakee USA R&D, Manufacturing
Ottawa Canada
Mexico City Mexico
Sao Paulo 8razif
Buenos Aires Argentina
Haywards Heath
Leuven Belgium
Paris France
Lisbon Portugal
Barcelona Spain Regional Sales
and Distribution
Copenhagen Denmark
Stockholm Sweden
Hattersheim Germany
Vienna Austria
Milan ltaly
Zurich Switzerland
Kryoneri Greece
Токұо Japan

ZLB PLASMA SERVICES

Business: Plasma Collection and Testing
----------------------------------------- -- --
.
Boca Raton USA Administration
Knoxville tisa Testing Laboratory
Indianapolis USA Logístics Centre
Goettingen Germany Testing Laboratory
Schwalmstadt Germany EU Logistics Centre

Plus 65 Plasma Collection Centres in the USA and 8 Plasma Collection Centres.in Germany

CSL Limited Annual Report 2005-2006

Information

CSL Limited Issued Capital: Ordinary shares: 181,889,019 as at 30 June 2006

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 31 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

As at 30 June 2006, Barclays Global Investors Australia Limited is considered a significant foreign shareholder representing the interests of the Barclays Group.

DISTRIBUTION OF SHAREHOLDINGS AS AT 30 JUNE 2006

Range Holders Shares % total Shares
31-1.000 34.038 14,775,776 812
$1001 - 5.000$ 15.753 31.121.813 1711
5.001 10.000 -857 5.817.423 -3.20.
10.001 100.000 279 8.740.305 4.81
100.001 and over $-14$ 121.433.642 66.76
Mai Shareholders 51.079 181.889.013 400.00
Number of shareholders with less
than a marketable parcel of 10 shares
thased on the share price of 30 June 2006). -290 - d. 2361

Siarender
Information

CSL'S TWENTY LARGEST SHAREHOLDERS AS AT 30 JUNE 2006

Shareholder Account Shares %Total Shares
11 Chase Manhattan Nominees 31,465,672 17.30
$\mathbf{2}$ Westpac Custodian Nominees 21,403,455 1111
3 National Nominees Limited 21.021,781 11.56
$\boldsymbol{A}$ ANZ Nominees Limited Cash income Art 9,092,044 500
5. Citicarp Nominees Pty Limited 7635,381 4.20
6 Cogent Nominees Pty Limited 3,594,779 1.98
7, Queensland Investment Corporation 3.475,052 ាទា
8 Citicorp Nominees Pty Limited CFS WSLE Imputation Fund A/c 2.549.923 1.40
9. AMP Life Limited 2.156,174 110
10 Citicorp Nominees Pty Linited CFS imputation Fund A/c 1,714,429 0.94
11 HSBC Custody Nortunees (Australia) Limited 1.403,616 0.77
12 Citicorp Nominees Pty Limited CFS WSLE Geared Share Fund A/C 1,386,881 076
13 Citicorp Nominees Pty Limited CFS WSLE Aust Share Fund A/c 1,341,621 0.74
14 Cogent Nominees Pty Limited SMP Accounts 1.219.323 0/0
15 Citicorp Nominees Pty Limited CFS WSLE Industrial Share A/c 1073070 0.59
16. Suncerp Custodian Services Pty Limited AET. 926,600 0.51
17 IAG Nominees Pty Limited 878.767 0.48
18 Perpetual Irustee Company Ltd. 643.029 0.35.
19 UBS Nominees Pty Limited 574417 0.32
20. Westpac Financial Services Limited 514,184 0.28
In addition, substantial shareholding notices have been received from:
Commonwealth Bank of Australia 10.507.860 581
Barclays Global Investors Australia United 9,389,319 5.19

State to deal dichoated as a manual

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 enquiries 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 18 October 2006. 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 efree

As a participating member of effree, CSL Limited is proud to support this environmental initiative encouraging shareholders to receive all their shareholder communications electronically. You can help reduce paper waste and company costs by electing to receive all your CSL shareholder information (including the Annual Report) online. For every email address registered at www.efree.com.au/csl, two dollars will be donated to Landcare Australia on your behalf to support native reafforestation and restoration projects in the State or Territory in which you reside. With your support, CSL is already helping to facilitate the planting of more than 22,000 native trees across Australia and New Zealand. Your effort goes a long way towards building a more sustainable future. We also encourage you to visit eTree if your email address has changed and you need to update it. For every updated registration, a one dollar donation will be made to Landcare Australia.

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

Shareholders Shares
Australian Capital Territory 120 1.040.317
an Maria Bar
New South Wales
andro de la Carolla de Ca 12,838 82,748,062
Northern lentory 157 104.693
Cureenstand a la partir de la familia de la companya de la companya de la companya de la companya de la companya de la com 7322 12,499,432
South Australia 3068 3.650.869.
lasmania a martin and the more and 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 t -148 699,808
Victoria 21.037 76.621.433
Mestern Australia Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Ma 3.242 23,133,887
International Shareholders ි 546 1.390.518
katai Shareholders m m 181.889.019

SHAREHOLDERS AS AT 30 JUNE 2006

Conodiate Govenaard

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 are set out below. The Board also delegates specific responsibilities to ad hoc committees from time to time.

The Board charter sets guidelines as to the desired term of service of non-executive directors. Board appointees should be available to serve for at least 8 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 Chairman. The director should inform the Chairman 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 nine or ten directors on the Board. (Professor John Shine was appointed to the Board in June 2006). Mr David Simpson has since also been appointed. 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 22 and 23 of this Report.

As announced by Peter Wade at the 2005 Annual General Meeting, he intends to retire from the Board prior to the 2006 Annual General Meeting and Elizabeth Alexander will take over as Chairman of the Board effective from . the 2006 Annual General Meeting.

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 condition

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,

  • 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.

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 Chairman.

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 40.

1.5 Director Appointments

Professor John Shine and Mr David Simpson were new directors appointed to the Board since the last Annual General Meeting and, in accordance with the Company's Constitution, they will be seeking to be elected at the 2006. annual general meeting. Messrs lan Renard, Ken Roberts and Peter Wade were each re-elected as directors at the 2005 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 performance. The Chairman 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.

$2. \,$ 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 financial statements and associated Notes comply with AIFRS Accounting Standards as required by the Corporations Act 2001, the Corporations Regulation 2001 and the CSL Group Accounting Policies.
  • The financial statements and associated Notes give a true and fair view of the financial position as at 30 June. 2006 and performance of the Company for the year then ended as required by the Corporations Act 2001.
  • In their opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
  • They have established and maintained an adequate risk management and internal compliance and control system to facilitate the preparation of a reliable financial report which in all material respects implement the policies adopted by the Board of Directors and the Statements made above are based on that system.

Corporate Governance continued

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 the 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 22 and 23 of this Report. 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 Chairman 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. Details of Committee meetings held during the year and individual directors' attendance at these meetings can be found on page 40.

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 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 in note 29 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.

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 42 to 57.

MARKET DISCLOSURE 4.

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 market-sensitive 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 $\mathbb{R}^+$ 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; and
  • 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, policles 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 contract

SECURITIES TRADING POLICY

5.

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 nor does it permit directors or employees to enter into any price protection arrangements with third parties to hedge such securities. 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 quidance 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 Chairman (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.

6. 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 decisionmaking. 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, antidiscrimination 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; and
  • 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 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.

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The Board of Directors of CSL Limited has pleasure in submitting their report on the consolidated entity at 30 June. 2006, consisting of CSL Limited and its controlled entities.

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)

Mill H Akehurst

Miss E.A. Alexander, AM

Mr A M Cipa

Mr I A Renard

Mr M A Renshaw

Mr K J Roberts, AM

Professor J Shine: AO (appointed 1 June 2006).

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 Mi P R Turvey, BA/LLB, MAICO. 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 Blotech 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 nine 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 17 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:

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Directors' Report e provincija i prije

Principal Activities

The principal activities of the consolidated entity during the financial year were the research, development, manufacture, marketing and distribution of biopharmaceutical and alled products

5. Operating Results

Profit from continuing operations after tax and net profitfor the year attributable to members (excluding the recognition of the contingent consideration on acquisition. of Aventis Behring and the profit after tax from discontinued operations) was up 49.5% to \$350.9 million. Net profit from continuing operations and profitattributable to members of the parent entity was \$117.4 million. Sales revenue was \$2,849 million up 9%. on the previous year with research and development. expenditure of \$161 million up 14% on the previous year. Net operating cash flow was \$522.2 million which was 8% lower than the previous year.

6. Dividends

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

2004-2005 A final dividend for the year ended 30 lune. 2005 of 30 cents per ordinary share, fully franked at 30%, and a special dividend of 10 cents per share franked to 1.78 cents per share was paid on 10 October, 2005, cut of profits for that year as declared by the Directors in last year's Directors' Report.

2005-2006 An interim dividend on ordinary shares of 28 cents per share, unfranked, was paid on 13 April 2006. The Directors of the Company have declared a final clividend of 40 cents per ordinary share, unfranked, for the year ended 30 June 2006, to be paid out of retained. profits

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

Total dividends for the 2005-2006 year are:

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Interim dividendi
paid 13 April 2006 50.910.
Final dividend
12.156
payable on 13 October 2006.

On Ordinary shares

7. Review of Operations

The Company's operating results for the year ended 30 lune, 2006, reflects a strong contribution by CSL Behring (in the financial report, CSL Behring is referred to as ZLB Behring) with sales growing 11% to \$2.4 billion. CSL Behring's growth was a function of solid performance. across the product portfolio

Strong demand in the USA for intravenous immunoglobulin has given rise to additional demand for the raw material, plasma. CSL Behring is well placed to meet this growth. opportunity through its own plasma collection centres. The US FDA approved Vivaglobin in January 2006 being the first subcutaneous immunoglobulin approved in the US. Clinical work on a chromatographic high yielding liquid.....

immunoglobulin for intravenous administration has also been completed.

CSL Broplasma's sales declined 8% to \$191m attributable to an Australian Government change of policy relating to the importation of recombinant coagulation factors.

CSL Biotherapies (previously known as CSL Pharmaceuticals) grew sales by 3% to \$212m largely driven by growth in northern hemisphere influenza vaccine sales. A new

Agreement was signed with Merck & Co, Inc. for the Australian distribution of a number of new vaccines. Merck, CSI's licensee, also received approval in the US. and Australia for the marketing of the world's first cervical cancer vaccine, Gardasilio.

The Company also announced plans to develop influenzaproduction capacity to 40 million doses per season. to facilitate its US entry strategy as well as announcing encouraging results from its initial clinical trial of a pandemic influenza vaccine based on the H5N1 awain virus.

For further information on the operations of the Company refer to the Year in Review in the Annual Report.

8. Significant changes in the State of Affairs

There were no 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

9. Significant events after year end

On 17 July 2006 the consolidated entity announced a proposal to acquire 100% of the issued shares in Zenyth. Therapeutics Limited, a publicly listed Australian based.
biotechnology company. The consideration offered is 82 cents per share. The proposal has been unanimously. recommended by Zenyth's directors in the absence of a superior proposal by a third party and is proposed to be implemented by way of a scheme of arrangement between Zenyth and its shareholders.

Directors are not aware of any other matter or circumstance 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 internationally, receiving royalty flows from the exploitation of the human papillomavirus. vaccine by Merck & Co. Inc and the commercialisation of the Company's Iscomatrix® adjuvant technology Over the longer 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 inthe 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.cst.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. Environmental Requiatory 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 2006.

12. Directors' Shareholdings and Interests

At the date of this report, the interests of the directors who held office at 30 June 2006 in the shares, options and performance rights of the Company are set out in a table on pages 54, 55 and 56 of this Report.

13. Directors' Interests in Contracts

Section 17 of this Report sets out particulars of the Directors 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 26 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 reqistered. 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 Notes 21 and 26 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, noperformance 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

This report summarises the director and executive remuneration policies and practices, including detailed remuneration outcomes for the 2006 financial year. The report has been prepared in accordance with the remuneration reporting requirements under section 300A of the Corporations Act 2007 and Corporations Regulation. 2M 6.04, details the remuneration arrangements for Key Management Personnel according to Accounting Standard AASB 124 Related Party Disclosures

Key Management Personnel comprise:

  • · all directors of CSL and
  • those individuals who have authority and responsibility for planning, directing and controlling the activities. of the Company and the consolidated entity.

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 www.csl.com.au website under Corporate Governance: Board and Committee Charters

The responsibilities of the Human Resources Committee псаюе

  • U, reviewing and monitoring the human resources strategic plan,
  • reviewing and approving the corporate human resources policies:
  • establishing a policy framework for employee and senior executive remuneration.
  • reviewing and recommending the terms relating to the Company's employee share, option and performance. night schemes:
  • recommending to the Board individual senior executive. remuneration packages and where appropriate, seeking independent advice regarding senior executive. remuneration.
  • · recommending to the Board serior 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 with the terms of employment and remuneration for the Managing Director
  • 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 Human Resources Committee comprises four members, all of whom are independent non-executive directors (NED). These are:

  • Mr Ken Roberts (Chairman)
  • · Mr John Akefurst
  • · Mr Maurice Renshaw (joined june 2006); and
  • · Dr Arthur Webster

Ms Alison von Bibra, General Manager - Human Resources, acts as Secretary of the Committee. The Board Chairperson may attend any meeting of the Committee in an ex officiocapacity. The Managing Director, senior executives and professional advisors retained by the Human Resources. Committee attend meetings by invitation.

The Committee meets at the conclusion of the performance management process, at the conclusion of the succession planning process, prior to the allocation of long term incentives, 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 tour Board committees and the aggregate nonexecutive 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 Boardconsiders appropriate to attract and retain high quality non-executive directors having regard to the Company's requirements and the responsibilities attached to the successful discharge of director's duties.

Currently, the Company's Constitution sets the maximum aggregate amount of remuneration which may be paid. to non-executive directors at \$1,500,000. Any increases to this sum must be approved by shareholders at a general meeting. As outlined in the Constitution, remuneration for any extra services 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 49 of this Report sets out the fees paid to non-executive directors and is based on the following NED. Committee Fees schedule

NED Committee Fees (Effective 1 Jan 2006)

Auda & Risk Навтал SECURITY
& Warket
Management
Road Committee Committee Committee Committee
Resources Nomination flischosure
Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andr
Charman 300.000 30.000 20.000
Members 125.000 12.500. 10,000

The Chairman and members of the Nortunation Committee and the Securities and Market Disclosure Committee do not receive any additional fees for committee responsibilities.

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, non-executive directors are required to take at least 20% of their director's fees in the form of shares in the Company Shares 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 superammation 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 retrement plan as at 31 December 2003 and froze the retirement allowance as at that date. No nonexecutive clientor has accrued any entitlement to any retirement allowance since 31 December 2003.

Executive 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.

Remuneration is set at a level competitive with market rates. The performance related remuneration ensures that a significant proportion of executive remuneration is at risk by linking reward to the achievement of personal and corporate. objectives, business performance and shareholder returns.

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

Executive Remuneration Structure

The Company's remuneration structure comprises three core elements

  • · fixed remuneration.
  • short-term incentives; and
  • fong-term intentives.

logether, 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 10% to 60% 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, milestories or events.

During the 2006 financial year, executives were also able to participate in the Company's equity incentive arrangements. Under this arrangement, a long-term incentive percentage is applied to an eligible executive's fixed remineration. to derive a long-term intentive amount. This amount determines the allocation level of options or performance. rights to the executive. The long-term incentive percentage generally reflects an executive's short term incentive percentage and hence also ranges from 10% to 60% of fixed remuneration.

In June 2006, the CSL Board approved new long-term. incentive arrangements for future equity grants that will become effective in the 2007 financial year. The changes are consistent with the rules of the CSL Performance Rights Plan approved by shareholders at the Annual General Meeting in 2003.

The short-term and long-term incentive arrangements are discussed further on pages 44 to 47 of this Report. Additionally details about the new long-term incentive arrangements are outlined at page 46.

Subject to specific industry or geographical labour market conditions, the short-term and long-term incentive percentages for the 2006 financial year were generally of equal amounts. 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 semionty level increases, so do the incentive. percentages and the proportion of performance related remuneration to that executive's total potential. remuneration.

CSLs 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 shortterm incentives as well as executives' ability to participate in the Company's long-term 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 Key Management Personnel are illustrated in the tables on pages 49 to 51 of this Report. The balance of fixed and performance related remuneration for executive Kevi Management Personnel is illustrated in the table on page 52 of this Report.

Following a market competitiveness review in December 2005, an adjustment to fixed remuneration and a supplementary long-term incentive grant was offered to a limited number of executives in order to align their total. remureration with that of the market.

Fixed Remaneration

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 policies are intended to compensate an executive for the additional commitment and costs associated with working in a different country. The Human Resources Committee periodically reviews these policies to ensure appropriateness and consistency with market practices.

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

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 the serior executive fixed remuneration levels are made by the Human Resources Committee to the Board for the Board's consideration.

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, inilestones or events. Shortterm incentives are paid in cash...

Directors' Report

All executive Key Management Personnel 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. The actions to achieve the stated objectives and indicators or measures to be applied in assessing an executive's performance against the objectives are also determined.

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) costs targets) and in some cases, that of the CSL group.

Importantly, consistent with the philosophy of the shortterm incentive percentage representing the potential shortterm 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 pronties.

In relation to process, the Board approves the corporate objectives, strategic plans and financial budgets. The Boardalso 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 then considers the proposed. incentive payments and makes a recommendation to the Board, for approval.

In relation to one-off incentive programs, on 16 March. 2004, the Board approved 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 Avents Behring acquisition. A cash payment was payable to selected executives whose roles were deemed critical in ensuring a successful integration, in two tranches. The second tranche was payable during the current financial year after an assessment that the second year integration targets were met

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

Further details relating to payments under the short-term incentive programs are set out on pages 49 to 51 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 and/or operational. importance to the Company, and for prospective keyemployees. 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 Tall Tall executive Key Management Personnel on the basis that they were strategically and/or 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 entities 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 clate.

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. vill lapse.

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, 1 October

oomide med

2004, 7 June 2005 and 20 December 2005 and are stipulated in the documents evidencing the respective grants

The Board views TSR as 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. over this time.

Given the Company's relevant capital markets, the Board's view is that the Reer 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 lest Date, none of the Performance Rights will vest. Where the Company is placed at or above the 75th percentile on any lest 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 advisers.

Future Long-term Incentive Arrangements

The Board has determined that future long-term incentive grants to executives will incorporate both Performance. Rights and Performance Options (each with a different performance hurdle) to provide a more appropriate balance of risk, a more leveraged incentive and broader performance measurement criteria. The use of these two types of equity is expected to closer align reward. with corporate performance, increase the market competitiveness of the total remuneration package, and facilitate the attraction and retention of highcalbre executives

Each tong-term incentive grant will generally consist of 50% Performance Rights and 50% Performance Options. For a specified group of Senior Leadership Executives, a mixof 40% Performance Rights and 60% Performance Options will be granted. This latter group includes the CEO and the state of Managing Director and Executive Key Management Personnel

The Performance Rights will continue to be granted on a similar basis as described above. The performance hurdle attached to Performance Rights will be a relative TSR hundle. with a peer group as described above. Vesting will occur where the Company's TSR ranking is at or above the 50th percentile.

The Performance Options will be issued for hil consideration. with an exercise price equal to the volume weighted.

average CSL share price over the week up to and including the gay of grant.

The performance hurdle for the Performance Options will be an earnings per share (EPS) measure. It is expected that the initial target will be 10% compound EPS growth per annum measured from 30 June in the financial year preceding the grant of options until 30 lune in the financial. year prior to the relevant test date. Either none or all of the Performance Options are exercisable depending on whether this target is achieved.

The Board considers that an EPS performance hurdle. is appropriate since a key approved corporate objective is the pursuit of sustainable earnings growth.

Performance Rights and Performance Options will be issued for a term of seven years and begin to be exercisable, subject to satisfying the relevant performance hurdle, after the second anniversary of the date of grant asdetailed in the table below.

Grant date amiwersary 411
Percentage of Performance
Rights and Options vested 25% 35% 40%

If the portion tested at each anniversary meets the relevant performance hurdle, that portion of rights and options will vest and become exercisable until the expiry date. If the portion tested rais to meet the performance hurdle the portion will be carried over to the next anniversary and retested. After the fifth anniversary, any Performance... Rights and Performance Options not vested will lapse.

Importantly, there is an individual employee hurdle requiring an executive to obtain for the financial year prior to exercise of the Performance Rights and Performance Options. a satisfactory (or equivalent) rating under the Company's performance management system.

There will be no company provided toans as part of the future long-term incentive arrangements.

SESOP II

The Senior Executive Share Ownership Plan II (USESOP III) had previously been used for the purpose of delivering long-term 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 clate 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 had to 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. had to increase by seven percent compound per amum. Either none or all of the options are exercisable depending. upon whether this target is achieved.

Directors' Report Osmanlıkla

In addition, there was 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. qrowth.

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

No options were issued under SESOP II during the 2006. financial vear.

During the past financial year, the SESOP II foan terms were adjusted to enable the Company to seek loan repayment. where the market value of the shares issued to an individual participant falls to 110% or less of the total exercise price. This mechanism will ensure that the full loan amount remains recoverable by the Company.

Relationship between Company Performance & Executive Remuneration

Over the last five years, reward delivered under the longterm intentive component of executive remuneration has been dependent on CSL's EPS growth or TSR performance. As discussed earlier, from the 2007 financial year the longterm interitive arrangements will be dependent on both the EPS growth and TSR performance of CSL.

The table below illustrates the Company's annual compound growth in basic earnings per share (EPS) for the three possible test dates for each SESOP allocation. Options granted inder SESOP and SESOP II have vested where the 7% hurdle of annual compound growth is achieved after taking into account exceptional items.

SESOP Financial Year
Allocation 2000 2001 2002 2003 2004 2005 2006
1997 16% 19% 23%
1998 18% 24%. 9%
1999 $23\%$ 5% 15%
2000. 5% $18\%$ -22%
2001 19% 24% 30%
2002. 23% 30%
2003. 25%

To date each allocation of options has satisfied the performance hurdle before their explity date. Accordingly, except for options lapsing in accordance with the Rules (eq 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, and until July 2003, long-term. incentives were delivered through SESOP and SESOP II using options having an EPS hurdle. Accordingly, until July 2003. there was no direct link between TSR and performance. related pay except to the extent that EPS could influence ISR

Since October 2003, the Company has provided long-term. incentives using Performance Rights which have a TSR. hurdle. Write no Performance Period has yet been 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. The data is indicative of results as if tested. on 30 June 2006.

Company Indicative
TSR! avdicative Murniker
Peer Group as at Percentie of Raints
Establishment Date 30 have 2006 Ram Vesting
1 October 2003 247% 100 0 100%
31 March 2004 164% 987 100%
1 October 2004 93% 949 100%
7 lune 2006 85% 100.0 100%
20 December 2005 32% 96.2 100%

All Performance Rights yest 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 Key Management Personnel

All executive Key Management Personnel are employed. under a service contract. 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 policy which governs the level of short term incentives applicable to senionty levels.

It is the Company's general practice that employment contracts for executives do not have a fixed term.

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

Certain 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 senous misconduct and breach of contract.

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 Glarla whose termination payment may include potential homises, termination payments for all executives are expressed in months and calculated by reference to TEC or salary (excluding benefits). which the executive would have earned over that time.

Nation Period
by Company
Nouce Period
by Employee
lemination
Payments
Executive
Directors
B A McNamee 6 months 6 months 12 months
A M Cipa 6 months 6 months 12 months
Specified Executives
Pillumer 6 months 6 months 12 months
C Amit 6 months 6 months None
P Bordonaro 2 3 months 3 months 12 months
A Curtinertson 6 months 6 months 12 months
P. Turvey 6 months 6 months 12 months
К Мису 3 months 3 months 12 months
A vor Bibra 6 months 6 months 12 nonths
l Giarla 6 months 6 months 12 months

The Company and Mr C Armit entered into a fixed term contract begraving 14 November 2005 and ending 31 December 2007. The Company cannot terminate this agreement before 31. December 2007 except in the case of material under performance whereupon six months notice is required, or termination for serious misconduct or breach of contract.

  • The Company and Mr P Bordonaro entered into a fixed term contract beginning 1 February 2006 and ending 31 March 2008. Under the new employment arrangements Mr P Bordonaro ceased to be a Key Management Personnel from 1 February 2006. The notice periods and termination payments disclosed reflect those that were in place while Mr P Bordonaro was Key Management Personnel
  • 11 Mr K Milroy ceased to be a Key Management Personnel on 6 January 2006. The notice periods and termination payments. disclosed reflect those that were in place while Mr K Milroy was Key Management Personnel
  • Mr 1 Giarla is currently on an international assignment contract. The term of the assignment is from 16 Tanuary 2006 to $\qquad \qquad$ 1 February 2009 with an option to extend by 12 months by mutual agreement with the company. Should Mr T Grada bemade redundant during or at the conclusion of the assignment. a termination payment consisting of 1 year base salary (or USD300.000, whichever is greater), 100% of armual short term [100%] incentive potential (or USD150.000), whichever is greater), health in the benefits for two years after terraination date, and USD32.000 as compensation for other origoing benefits. Resignation within the initial two years of the assignment or at the end of the assignment results in a termination payment as described above unless a suitable role is found in the United States.

Directors' Report Continued and the Continued Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of th

15. Remuneration Report (continued)

Director and Executive Remuneration

Director Remuneration

Primary Post employment Other Long Jerm Share Based Paymonts
Cash salary
and fees!
Caso
Bonus:
Ă.
Non-
топезагу
Senefits
Super-
annualion Semetits
Other
-5
1 ong
Service
teave
Å
Termination
Benefits.
- 5
Performance
Rights'
ю.
Options fotal
Executive Directors
Dr. & A McNamee 2006 1,542,374 1,500,000 17.695 42,060 ÷. 160,629 $\mathcal{A}$ 610.904 3,873,662
Managing Director 2005 1473.007 1300000 66/3 40,202 143.735 246.680 3-212-302
A M Cipa 2006 610.568 543,000 1.828 47,400 ä, 65,166 $\sim$ 275.017 1,542,979
Finance Director 2005 026.416 495.000 2,565 42,531 46,990 138,349 31,269 1,282,120
Non-executive Directors
P H Wade 2006 275,000 24,750 í, ÷. 299.750
Chairman 2005 235.000 21450 ÷. 256,150
J Akehurst 2006 126,250 11,363 $\mathbf{r}$ Ŵ, 137,613
Non-executive director 2005 108.750 9,788. 118,38
L.A. Alexander 2006 145,000 ×. 13.050 W, $\overline{\phantom{a}}$ r. 158,050
Non-executive director 2005 127,600 11.475 138.975
I A Renard 2006 128,750 X. ×. 11,587 ŵ × 140,337
Non-executive director 2005 118 / 50 10688 129,438
M A Renshaw 2006 128,750 s. $\mathcal{L}_{\mathcal{A}}$ 11.587 Ø u, 140,337
Non-executive director 2005 110.000 9.900 119.900
K Roberts 2006 135,000 12,150 ÷. $\alpha$ 147,150
Non-executive director 2005 120 000 10.800 130.800
A U Webster 2006 126,250 11,363 ж 137,613
Non-executive director 2005 417 GOO 10.575 128,075
Total of all Directors 2006 3,217,942 2,043,000 19,523 185,310 $\omega$ 225,795 ä, 885.921 6,577,491
2005 2.33.523 195.000 1 243 167.109 490.725 385.029 31.269 5,576,298

Mr M A Renshaw commenced 20 July 2004

As disclosed on page 43 of this Report under the section titled
"Non-Executive Director Remuneration", non-executive
directors participate in the NED Share Plan under which non-executive directors are required to 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 page 44 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. included in the cash bonuses are the following ZLB integration. bonuses which were paid in two tranches in the 2005 financial year and 2006 financial year:

VO ST. Performance
BOTHSS
71.13
integration
Bonus
lound
Cash
Sonns:
Dr B A McNamee 2006 \$750,000 \$750,000 \$1,500,000
2005 \$650.000 \$650.000 \$1.300.000
Mr A M Ciba 2006 \$297.000 \$246,000 \$543.000
2005 \$275.000 \$220,000 \$495.000

In relation to the ZLB integration bonus, the bonus 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 Behring 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.

Contract of the Community Contract of the Community CONTRACTOR CONTRACTOR CONTRACTOR

88888888888

a kama wa mshindi wa 1979, alikuwa wa 1979, alikuwa wa 1979, alikuwa wa 1980, alikuwa wa 1980, alikuwa wa 198

Directors' Report

15. Remuneration Report (continued)

Non Director Key Management Personnel Renumeration

Primary Post employment Other Long Term Share Based Payments
Castrodary
and fees!
1.357
Monus
A,
Non-
monetary
Benefits
Retire-
Super-
ment
annuaton Benefits
Loug
Service
Leave
Техтопикон
Benefits
Pertormarce
Rights
Oplears' fotal
P Turner 2006 886,025 886,683 34.384 78,696 85,192 209,144 158,340 2,338,464
President
ZLB Behring
(based in United
States)
2005 1 008 492 762.440. 41/2 76,260 395.940 83.514 200.002 2 32 820
C Armit 2006 396,340 107,500 61,993 35,401 19,016 96,027 105,560 821,837
President
CSL Phormaceutical
(based in Australia)
2005 390,761 124,300 62,895 33.160 16.033 47,121 160.066 834 536
P Bordonaro 2006 188,489 2,189 73,411
IIX.
106,268 370,357
General Manager
CSL Bioplasma
(based in Australia)
A Cumperson
2005
2006
3/135/
424,586
120.000
157,500
29.660
91,085
30 783 4841
41,039
68.083
89,167
31.269 655.985
994,315
Chief Scientific Officer
(based in Australia)
2005 356.772 105.000 53614 32,598
24.141
16.829 37 166 158,340
1/3/11
767,905
P Turvey 2006 464,228 309,625 50,051 51,886 53,647
ú,
102,919 105,560 1,137,916
Company Secretary
and General Counsel
(based in Australia)
К Мілоу
2005
2006
397.233
224,512
294.000
132,000
31.859
20,383
48,740
30,013
22.838 58,319
45,491
126,414
160,675
979.403
613,074
General Manager
Human Resource
(based in Australia) 2005 376.665 258.566 23.495 32.913 5.115 20,896 82.156 800 806
T Claria
President Bioplasma
Asia Pacific
2006 256,269 460,754 58,070 23,237 ÷. 67.780 206,582 1,072,692
(based in Australia) 2005 461,899 1,574,604 9.663 29,362 20,747 98,628 2,214,923
A von Bibra
General Manager
Human Resource
(based in Australia)
2006
2006
134,513 174,185 27,977 9.796 22,346 23.103 103,662 495,582
Total of non-director
Key Management
Personnel
2006
2005
2,974,962 2,228,247
3365179 3239110 215348
346,132 335,038
278,985
221,240
461,596
739,899
335.848
998,719
8/2312
1,844,237
8.786.378

  • Cash salary and fees, cash bonuses and superannuation paid. in foreign currency have been converted to Australian dollars at the year end exchange rate. Both the amount of remuneration and any movement in comparison to prior years may be influenced by changes in the respective currency exchange rates
  • Included in the cash bonuses are the following ZLB integration. bonuses which were paid in two tranches in the 2005 financial year and 2006 financial year.
71.9 Iotal
Performance wwegration Cash
Vear BOITES BORUS Norus
P lumer 2006 \$449.757 \$436,926 \$886,683
2005 \$391,220. \$381.220 \$162.440
P lutvey 2006 \$169,750 \$139,875 \$309,625
2005 \$168000 \$126.000 \$294.000
K Minov 2006 ù. \$132,000 \$132,000
2005 \$120.664 13/902 \$258,566
A von Bibra 2006 \$90,000 \$84,185 \$174,185
20.000

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 have been determined by allocating the minimum 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 with as part of the executive's remuneration in prior years using the grant date basis of measurement.

In the 2005 financial year. I Giarla was entitled to receive a USD 300,000 non-compete payment (effective for up to two years) relating to the sale of JRH Biosclences and was
also entitled to receive a USD 300,000 sign-on fee on entering
into an employment agreement with CSL in lieu of further entitiements in connection with the sale of JRH Biosciences.

Ms A von Bibra became Key Management Personnel during the 2006 financial year, therefore no amounts are disclosed for the 2005 financial year manufacturers and the

15. Remuneration Report (continued)

Executive Key Management Personnel

Fixed and Performance Remuneration Components

Remuneration Components as a Proportion of Total Remuneration

Pertermance Related Remuneration
Fixed Remineration
(not linked)
Equary Based
to company
performancel
Cash Based
SIE
Performance
Mares.
Performance
Options
lotal fotal.
Executive Directors
B.A.M.Namee 45% 39% 16% 65% 100%
A M Cipa 41% 35% 18% 53% 100%
Key Management Personnel
P Turner 46% 38% $9\%$ 7% 54% 100%
C Armiti 62% 13% $12\%$ 13% 38% 100%
P Bordonaro. 71% 9% 29% 23% 100%
A Cuttibertson 59% 16% 9% 16% 41% 100%
P Turvey 55% 21% 9% 9% 45% 100%
K Milroy 45% 22% 7% 26% 55% 100%
1 Grarla 32% 43% 6% 19% 66% 100%
A von Bibra 39% 35% $5\%$ 21%. 61% 100%

Remuneration not linked to company performance means fixed remuneration as outlined in the section. Executive Remuneration Structure" on page 44 of this Report and comprises cash salary, superannuation and non-monetary benefits (including interest on loans if any).

As stated under the section "Fixed Remuneration" on page 44 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.

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.

The balance between fixed and performance related pay and 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.

Directors' Report an martin

15. Remuneration Report (continued)

Executive Key Management Personnel

a a shekarar 1979

Performance Remuneration

Short term intertive 2016 Accounting Values being amortised in respect
of the 2006 equity grants in future years."
春村
Remunerat n
consisting
of options.
& rights
(B)
Value of
Richts.
gesneer!
durant
05/06 at
monted
date
K)
Maiue of
Options
exemised
during
05/06 at
exercise
date"
10)
Total of
совники
@ 10 (0)
Percentage
Awarded
Percentage
Not Auranded!
2007
$\sim$
2008 2009
Š.
2010
ł.
$\mathbb{P}_\alpha$ S. A
Executive Directors
B A McNamee $83.3\%$ 16.7% 682.471 684.341 666.25 204 281 16% 2614.690 2614.650
А М Сцю -90.0% 10.0% 266,702 267.432 260.759 81.713 18% 199 360 997.500 2018.850
Key Management Personnel
P lumer 100.0% 252.665 253.353 245.430 65 334 16% 942.003 2918850 3920853
C Armit 62.5% 315% 48.466 48.599 45.412 25% 181.780 613.200 794 980
P Bordonaro 48.466 48,599 45,412 29% 181.780 1.399.500 1.561.280
A Cumbertson 87.5% 12.5% 138.405 138.784 136.253 49.412 25% 514830 469.980 984 810
P Jurvey 81.5% 12.5% 86.993 81.232 84431 21.961 18% 324 380 1.674.900 1.999.280
KIMEOV 28.949 29.029 21125 33% 108,580 24.080 132.660
1 Giarla 31.5% 62.6% 44.563 44.685 41/94 25% 167 140 1.015.200 1162340
A von Bibra 75.0% 25.0% 21.468 21.527 20.115 26% 60.520 320.10 400.699

Short term incentive awarded and not awarded relates to the period ended 30 June 2006 only.

As mentioned on pages 44 and 45 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, 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.

Ø. The 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.

Represents the value of options and rights that are granted to the person as part of their remuneration in the 2006 financial year. The value at grant date represents the accounting value of the grant.

Represents the value of options and rights that were granted to the person as part of their remuneration and that were exercised. during the year. The value at exercise date has been determined by the share price at the close of business on exercise date less the option/right exercise price (if any) times by the number of options/rights exercised during 2006.

mmmmmm8

Continued

15. Remuneration Report (continued)

  • Executive Key Management Personnel
  • Options and Rights Holdings Committee Committee Committee Committee
  • Performance Rights
lerns and Conditions for Performance Rights
grants during 2006
Balance 201
1m 2008
Number
Granted
balance at
30 June
2006
Number
vested
During the
Year
Grant Date Value per
Richt af
Grant Date
Y.
First
Exercise
Date
1 ast
Lxercise
Date
Executive Directors
B.A.McNamee 70.000 40.000
37.000
147,500 15-14-05
7 Mar 06
24.51
43.58
30 Sep 08
20-Dec-08
7-180-12
20 Dec 12
A M Cipa 40.000 15.000 15-10-05. 24.51 30 Sep 06 $J$ -lun 1 $Z$
Key Management
Personnel
15.000 70.000 $\sim$ 7 Mar 06 43.68 20 Dec-08 20 Dec-12
Pluner 24.800 17650 $I-$ Sep $-05$ 24.40 30-Sep-08) 7-Jun-12
11.900 54.350 6 Арг-06 42.97 20 Dec-08 20 Dec 12
A Cuthbertson 11.100 5250 $7-$ Se $p$ -O $5$ 24.40 30-Sep-08. $7 \text{ km} \cdot 12$
9000 25.350 ¥ 6 Apr 06 42.97 20-Dec-08 20-Dec-12
Pillavey 17 100 6250 $T$ -Sep-Ob 24.40 $30$ -Sep-OS $7 - 1$ Lin $-12$
4.000 27350 6-Apr-06 42.97 $20 - \log 08$ 20 Dec 12
C Armiti 14 400 1.450 21.850 7-Sep Ob 24.40 30-Sep-08) $7 - \ln n + 2$
P Bordonaro 20.800 7.450 28.250 7 Sep-05 24.40 30 Sep 08 7 Jun 12
K Miroy 5800 4.450 10,250 23 7-Sep-05 24.40 $30$ -Sep $-06$ $7 - 110 - 12$
I Glarla 6.000 6.850 12850 S. $7-$ Serp $ (15)$ 24.40 30-Sep-06 7-lun-12
A von Bibra 1.500 3,300 4.800 $I$ -Sen $-05$ 24.40 30-Sep 08 $7 - 11 + 12$
¶ota∥ 211.500 191,050 402.550

Alan Alaman Manazarta (Alan Alaman Manazarta (Alan Alaman Manazarta (Alan Alaman Manazarta (Alan Alaman Manaz

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

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

The Board has resolved to make grants of Performance Rights relating to the 2006 financial year subsequent to completing assessments under the Company's performance management system and annual reviews of executive remuneration levels. These are expected to be granted in October 2006.

ganaan mil

a kanang manang manang manang manang manang manang manang manang manang manang manang manang manang manang man


,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

a a mata a mata a cinemata a cinemata a cinemata a cinemata a cinemata a cinemata a cinemata a cinemata a cine

15. Remuneration Report (continued)

Executive Key Management Personnel

SESOP and SESOP II Options

Balance at 1
July 2005
Mumber
Granted
Number
Exercised
Manber
Lapsed
Forteited
Balance at
30 June 2006
Winnber
Vested
Dunna
the Year
Vested and
Exercisable
at 30 June
2006
Executive Directors
B A McNamee
А М Стра 75.000 50.000. 25.000 15.000 25.000
Specified Executives
Pllumer 175.000 145.000 30.000 65.000
C Armit 90.000 40.000 50.000 70.000 30.000
P Bordonaro 75,000 75.000 15,000
A Cutribertson 87.000 57000 30.000 57.000
Pilurvey 100.000 80.000 20,000 40.000
K Milroy 70.000 28.000 42.000 7.000
I Giarla 103.500 - 1 45,000 58.500 54.000 36.000
A von Bibra 39.600 21.120 18.480 5,280
lotall 815 100 541 120 273.980 328.280 91.000

In relation to the 2006 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 und

Shares Issued on Exercise of Options and Rights

Date Options
granted 1
& rahts Manber of
Shares
Paid 3
Per Strate
Unpaid \$
Per Share
Executive Directors
B. A. McNamee
A M Cipa Aug-2000 50.000 34.04
Key Management
Personnel
Pillumer Aug-2000 100 000 34.04
11 2002 45.000 21.91
C Armit Feb-2000 40.000 23.01
A Cuthbertson feb 2000 12.000 21.01
11 2002 45.000 2191
Р илиех Aug. 2000 50.000 34.04 mm
101-2002 30.000 2/97
P Bordonaro Aug-2000 75.000 34.04
K Milroy Jun-2001 28,000 37.54
1 Gerta Aul-2003. 45.000 12.19
A von Bibra lun 2001 21.120 37.54
lotal IIII 541.120

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

Refer to the tables on page 54 and above for the balance of options and performance rights held by Key Management
Personnel subsequent to exercise of the options and performance rights as set out above $\mathbf{z}$

the contract of the contract of the contract of

San San San San San San San San San San

iiiiii

Directors' Report

15. Remuneration Report (continued)

Directors and other Key Management Personnel

Shareholding

Balance at Outtons
exercised
Other
charates
Balance at
$30 \mu m$
Balance as of
date of this
1 Any 2005 damng year during year 2006 report
Directors
B A McNamee 343.511 (50,000) 293.511 293.611
А М Стра 8.547 50.000 (50.000) 8547 8547
P. H. Wade 30 910 1241 32.161 32.151
Akehurst 6313 531 6.844 6.844
t. A Alexander 6.516 531 7.047 1047
J.A. Renand 6373 531 6,904 6.904
M A Renshaw 659 531 0.190 1,190
K J Roberts 5.838 (469) 5.369 5,369
A C Webster 8 842 531 9.373 9373
Key Management
Personnel
Pilmner 12.242 146.000 (145,000) 12.242 12,242
C. Armit 110.910 40.000 (80,0.00) 70.910 70.910
P Bordonaro 26,760 75,000 (101/000) 760 760
A Cuthbertson 49.379 57.000 (48.000) 57.379 57.379
Pilavey 46.971 80.000 (75.113) 51.268 51.258
K Miltov 36.603 28.000 (62, 832) 1771 1711
ll Giarla 45.000 (45.000)
A von Bibra 1,283 21.120 (21) 765 636 638
lotal 700.657 541,120 (675, 683) 565.894 565,894

Loans to Executive Key Management Personnel.

Details of the aggregate of toans to Key Management Personnel are as shown:

Opening
Balance
\$000
interest
Charged
\$000
merest
Not Charged
\$000
Closina
Kalance
5000
Mumber
in group
30 June 2005
Executive Directors 2006 941 37 20 493 2
2005 1.882. 71 -71 941 -2
Key Management 2006 5,041 112 212 4.938 8
Personnel 2005 1.930. 72. 218. 5.041 10.
Total Executive Directors
and Key Management 2006 5.982 149 232 5.431 10
Personnel 2005 -3.812 143 -289 5.982 12.

15. Remuneration Report (continued)

Loans to Executive Key Management Personnel (continued).

Details of the aggregate of Icans to Key Management Personnel are as shown:

Balance at
1 May 2005
\$000
Interest
Charged
\$ 000
mterest
Not Charged
\$ 000
Balance at
30 June 2006
3.000
Highest Owing
in Penad
\$ 000
Executive Directors
B A McNamee 893 35. 18 447 893
A M Cina 48. D. 2 46. 48.
Key Management
Personnel
D'iurner 110 4 4 110. 110
C Amit 2.537 401 62. 1615 3.460
P Bordonaro 330 2. 330
A Cuthbertson 1.008 37 91 1.611 1/84
Pluney 593 20. 50 1702. 11702
K Miroy 463 3. 463
1 Grana ារា

All of the loans relate to SESOP and SESOP II under which Key Management Personnel were provided with Idans 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 Key Management Personnel 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%)

Interest not charged represents the difference between the average commercial rate of interest during the year (7%). and interest charged to the individual.

16. Other Transactions and Balances with Directors and other Key Management Personnel

The directors and other key management personnel 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 relationships induding property leasing and research collaborations. with the University of Methourne of which Mi lan. Renard is the Chancellor and Miss Elizabeth Alexander is the Chair of the Finance Committee and a member of the Council, and
  • 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.

17. 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,

  • an ongoing and unlimited indemnity to the relevant director against liability incurred by that director in or ansing out of the conduct of the business. of the Company or of a subsidiary (as defined in the Corporations Act 2001) 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 liability is incurred in or ansing out of the conduct of the business of that corporation or in the discharge of the duties of the director in relation to that corporation.
  • 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 ornissions of that director in the director's capacity or former capacity as a director of the Company, and
  • 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 periodof appointment.

In addition to the Director's Deeds, Rule 146 of the Company's Constitution requires the Company to indemnity 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 in the 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 inthe discharge of the duties of the officer in relation to that corporation.

The Company paid instrance premiums of \$678,937.89 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 legal costs) arising as a result of work performed in their respective capacities, to the extent permitted by law.

18. 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 entry'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 non-audit services by the auditor didnot 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, and

· 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.

Ernst & Young and its related practices received or are due to receive the following amounts for the provision. of non-audit services."

Due diligence and completion audits
Compliance and other audits.
\$194,243 0.16000
\$210.243

19. Rounding

The amounts contained in this report and in the financial containing the amount of 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 orrectors.

Signed

Peter H Wade (Director)

Signed

Brian A McNamee (Director)

Melbourne 23 August 2006

EII ERNST & YOUNG

F Ernst & Young Building Enter
8 Exhibition Street
Melbourne VIC 3000 Australia

GPO Box 67
Melbourne VIC 3001

■ Tel 61 3 9288 8000 Fax 61 3 8650 7777

Auditor's Independence Declaration

In relation to our audit of the financial report of CSL Limited for the financial year ended 30 June 2006, 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.

Emit 9 yours

Ernst & Young

Ivan Wingreen Partner Melbourne

23 August 2006

Liability limited by a scheme approved under-Professional Standards Legislation.

CSL Limited and its controlled entities Income Statement for the year ended 30 June 2006

Consolidated Entity [[[[[[[[[
Contingent
Consideration
Operating
2006
(Note 5)
2006
Total
2006
2005
Notes \$000 \$000 \$000 \$000
Continuing operations
Sales revenue 3 2,848,908 2,848,908 2 608 965
Cost of sales
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
m (1,703,033) ÷ (1,703,033) (1.618.833)
Gross profit 1,145,875 $\ddot{\phantom{0}}$ 1,145,875 990,132
Other revenues 3. 54,624 54,624 41,294
Other income 3 2,081 2,081
MANAMANAN
Research and development expenses
(161, 023) (161, 023) (140.958)
Selling and marketing experises. (339, 863) (339, 863) (324, 866)
General and administration expenses (161, 197) (328, 515) (489, 712) (116.604)
Finance costs 3 (41, 517) $\Delta$ (41, 517) (38.816)
Profit before income tax expense 498,980 (328, 515) 170,465 410.283
Income tax experise 4. (148, 087) 94,979 (53, 108) (175, 554)
Net profit from continuing operations
23 350,893 (233, 536) 117,357 234.729
Discontinued operations
Proticatter tax from discontinued operations Ġ. 253.045
Profit attributable to members of the parent entity 23. 350,893 (233, 536) 117,357 487.774
Earning, per share Cents Cents
Cents
Basic earnings per share for profit from continuing operations 34 192.77 64.47 110 ii
Basic earnings per share for profit from discontinuing operations 34 129.11
Basic earnings per share for profit attributable to members. 34 192.77 64.47 ШЩ
248.68
Diluted earnings per share for profit from continuing operations 34 184.25 61.62 116.39
Diluted earnings per share for profit attributable to members 34 184.25 61.62 241.86

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

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a a shekarar 1999

CSL Limited and its controlled entities Income Statement
for the year ended 30 June 2006

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

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

gan an aikin

этайхаар шахагу
2006 2005
Notes \$000 5000
Continuing operations
Sales revenue А, 346,822 363.320
Cost of sales (171, 356) (11) 8531
Gross profit 175,466 192,467
Other revenues 3 35.016 30.998
Other Income 3. 1,660
Research and development expenses (79, 509) 159,1921
Seling and marketing expenses (47, 785) 142.5171
General and administration expenses. (58, 419) (56, 558)
Finance costs $\mathcal{A}$ (4, 826) (387)
Profit before income tax expense 21,603 64.811
Income tax expense. $\overline{4}$ (5, 569) (0, 16)
Profit attributable to members of the parent entity 23 16,034 65,295

the contract of the contract of the contract of the contract of the contract of

W. . . . . . . . . . . . . . . . . . .

a a shekarar 1979

CSL Limited and its controlled entities Balance Sheet
as at 30 June 2006

Consolidated Entry Parem Entity
Notes 2006
\$000
2005
\$900
2006
\$000
2005
4000
CURRENT ASSETS
Cast and cash equivalents J. 753,694 723,842 177,290 461.769
Trade and other receivables. 8 593,679 559.227 99,734 71,283
Current tax assets 18 6,889 6,889
Inventories 9 973,427 946,583 66,426 59,451
Other financial assets 10 7,872
Total Current Assets 2,335,561 2.229.652 350,339 592.603
NON-CURRENT ASSETS
Irade and other receivables. 8 17,673 14.026 11,117 20.041
Other financial assets 4H 4,728 16.566 1,232,935 232.905
Property plant and equipment 12 816,336 769,143 268,881 261.402
Deferred tax assets 13 187,432 76.659.
Intangible assets 14 820,841 786,435, 20,000 20,000
Retrement benefit assets 16, 3,514 -60. 1,840
Iotal Non-Current Assets 1,850,524 1.662.879 1,534,773 1.534.348
TOTAL ASSETS 4,186,085 $3.892 + 31$ 1,885,112 2.126.851
CURRENT LIABILITIES
Trade and other payables 16. 388,979 396,555 688,999 595 199
Interest-bearing kabilities and borrowings 17 463,632 14.141
Current tax labilities
Provisions
18
19.
88,038
85,885
31,130
81,891
26,115 1/348
Deferred government grants 20 371 296 371 296.
Retirement benefit liabilities 15 4,635
Total Current Liabilities 1,031,540 533 (013) 715,485 613.343
NON CURRENT LIABILITIES
Interest-bearing Vabilities 17. 595,197 995,839
Non-current tax liabilities 18 5,043
Deterred tax habilities 13 61,767 18,211 1,715 9.958
Provisions. 19 408,053 78,546 5,223 16.391
Deferred government grants 20 4,093 2.664 4,093 2,004
Retirement benefit liabilities $15\,$
wm
90,588 95.667 - 159
Total Non-Current Liabilities
m
1,164,741 1.250.993 11,031 29.172
TOTAL LIABILITIES 2,196,281 1.784.006 726,516 642.510
NET ASSETS 1,989,804 2.08525 1,158,596 1,484,336
EQUITY
Contributed equity 21 994,101 1,223,456 994,101 1,223,466
Reserves 22 (55, 767) (18200) 13,351 2.803
Retained earnings 23 1,051,470 1.068.065 151,144 258 067
TOTAL EQUITY 24. 1,989,804 2.106.25. 1,158,596 1484,336

a kacamatan ing Kabupatèn Tanah

200000000000000000000000000000000000000

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

MANAMANA

CSL Limited and its controlled entities Statement of Recognised Income and Expense
for the year ended 30 June 2006

,,,,,,,,,,,,,

33333333333333333333333333333333333333

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

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

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

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

Conselvated Entry Parent Eminy
Notes 2006
\$000
2005
6000
2006
\$000
2005
SOOO
Profit for the year 117.357 487.774 16.034 56.295
Exchange differences on translation of foreign operations.
net of hedges.
22. 116.691 1106-973.
Gains liossest on available for sale financial assets, net of tax 22. (101) (101)
Actuaria gains losses) on derined benefit plans, net of tax 23. (9,558) (16/136) 1,437 38.
Net income (expense) recognised directly in equity. 107.032 (213,100) 1.336 38.
Total recognised income and expense for the year
attributable to equity holders
24 224.389 274.665 17.370 1999

a a shekarar 1979

CSL Limited and its controlled entities Cash Flow Statement

Consolidated Entry Parent Entity
Motes 2006
\$000
2005
\$000
2006
\$000
2006
9.000
Cash flows from Operating Activities
Receipts from customers (inclusive of GST) 2,982,382 2.698.158 373,303 369.640
Payments to suppliers and employees (inclusive of GST) (2,324,695) (207333) (329, 539) (291, 294)
Cash generated from operations 657,687 624821 43,764 16.346
Income taxes (paid/received (127, 727) (43, 299) 4,173 (14.620)
Interest received 24,767 16,954 8,438 12.384
finance costs paid (32, 563) 130.660) (324) (384)
32
Net cash inflow from operating activities
522,164 66/622 56,051 15123
6.
Net cash outflow from operating activities - discontinued operations
9.566
Net cash inflow from operating activities - continuing operations 522,164 511.386 56,051 $\frac{1}{2}$
Cash flows from Investing Activities
Proceeds from sale of property, plant and equipment 2.739 712 281 13
Proceeds (payments) from the sale of business unit. (14, 920) 460.135
Dividends received 396 2,661
Payments for property, plant and equipment (122,065) (105,015) (38, 881) 132.0291
Payments for other investments (132) (211) (132) 12TT)
Payments for intellectual property (8,548) (9.001)
Payments for restructuring of acquired entities and businesses. (10,086)
(5,025)
(83, 967)
Payments for onerous contracts (14682)
(30.433)
(20.624)
Income tax on profit on sale of business unit (157, 641) 217,472 (36,071) [52.917]
Net cash inflow/foutflow) from investing activities
Net cash outflow from investing activities - discontinued operations.
Ø.
14.868
Net cash inflow/(outflow) from investing activities
- continuing operations (157, 641) 232.340 (36,071) [52,817]
Cash flows from Financing Activities
21
Proceeds from issue of shares
51.711 16,970 51.711 16970
Payments for shares bought back
21
(281, 538) (317, 195) (281, 538) (317.795)
Dividends paid (124, 394) (63, 508) (124, 394) (63, 508)
Acvances from subsidiaries 49,762 700,596
Proceeds from borrowings (2,082) 266.617
(10, 20, 2)
Repayment of portowings
Net cash inflow/(outflow) from financing activities
(356, 303) (166,688) (304, 459) 426,263
Net cash flow from financing activities - discontinued operations
6.
Net cash inflow/(outflow) from financing activities
- continuing operations (356, 303) (166,688) (304, 459) 426.263
Net increase/(decrease) in cash and cash equivalents
- continuing operations
8,220 643.040 (284, 479) 449,069
Net decrease in cash and cash equivalents
- discontinued operations
f)
(24, 434)
Net increase in cash and cash equivalents 8,220 018606 (284, 479) 449,069
Cash and cash equivalents at the beginning of the financial year
WWWW
719,751 110343 461,769 12,700
Exchange rate variations on foreign cash and cash equivalent
Dalances
20,017 (0, 108)
32
Cash at the end of the financial year
747,988 710,761 177,290 461,769

CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2006

1 Summary of Significant Accounting Policies

The financial report of CSL Limited (the Company) for the year ended 30 line 2006 was authorised for Issue in accordance with a resolution of the directors on 23 August 2006.

(a) Statement of compliance

This general purpose financial report has been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Compliance with AASBs ensures that the financial report, comprising the financial statements and notes thereto, complies with the international Financial Reporting Standards (IFRS).

This is the first financial report prepared in accordance with the Australian equivalents to the International Financial Reporting Standards (AIFRS) and AASB 1 First-Time adoption of Australian Equivalents to International Financial Reporting Standards has been applied. The consolidated entity has taken the exemption available under AASB 1 to only apply AASB 7 Financial Instruments: Disclosure, AASB 132 Financial Instruments. Presentation and AASB 139 Financial Instruments: Recognition and Measurement from 1 July 2005. An explanation of how the transition to AIFRS has affected the reported financial position, financial performance and cash flows of the consolidated entity and the Company is provided in note 37.

Except for the revised AASB 119 Employee Benefits (issued December 2004) and AASB 7 Financial Instruments. Disclosure fissued August 2005), Australian Accounting Standards that have been issued or amended subsequent to 1 July 2005, but are not yet effective or adopted by the consolidated entity for the annual reporting period ended 30 June 2006 are as follows:

AASB
amendment/
standard
Affected Standard(s) Nature of change
to accounting policy
Application date
of standard
Application date
for the
consolidated entity
2004-3 AASB 1: First-time adoption of AlFRS,
AASB 101: Presentation of Financial
Statements, and AASB 324; Related
Party Disclosures.
No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 July 2006
2005-1 AASB 139: Financial Instruments:
Recognition and Measurement.
No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 July 2006
2005-4 AASB 139: Financial Instruments:
Recognition and Measurement,
AASB 132: Financial Instruments:
Disclosure and Presentation. AASB 1:
First-time adoption of AIFRS,
AASB 1023: General Insusance
Contracts, and AASB 1038: Life
Insurance Contracts.
No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 July 2006
2005-5 AASB 3: First time adoption of AIFRS,
AASB 139: Financial instruments:
Recognition and Measurement.
No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 July 2006
2005-6 AASB 3: Business Combinations. No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 July 2006
2005-9 AASB 4: Insurance contracts,
AASB 1023: General Insustance
Costracts.
AASB 132: Financial instruments:
Presentation and Disclosure.
AASB 139: Financial instruments:
Recognition and Measurement.
Change to accounting policy
required. However, no material
impact on the current financial
years financial statements.
1 January 2006# 1 July 2006

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

Summary of Significant Accounting Policies (continued) I

(a) Statement of compliance (continued) statement or compliance (community) and the community of the community of the community of the community of the community of the community of the community of the community of the community of the community of the communit

AASB
amendment/
standard
Affected Standard(s) Nature of change
to accounting policy
Application date
of standard
Application date
for the
consolidated entity
2005-10 AASB 3: First time adoption of AIFRS,
AASB 4: Insurance contracts,
AASB 101: Presentation of Financial
Statements,
AASB 114: Segment Reporting,
AASB 117: Leases,
AASB 133: Earnings per Share,
AASB 132: Financial Instruments:
Presentation and Disclosure.
AASB 139: Financial Instruments:
Recognition and Measurement,
AAS8 1023: General Insurance
Contracts,
AASB 1038: Life Insurance Contracts.
No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 ltdy 2006
2006-3 AASB 121: The Effects of Changes
in Foreign Exchange Rates.
No change to accounting policy
required. Therefore no impact.
31 December 2006* 1 ltdly 2006
UiG 4 UIG 4: Determining whether an Asset
Contains a Lease.
No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 ltdy 2006
UIG 5 UIG 5: Rights to Interests arising from
Decommissioning, Restoration and
Environmental Rehabilitation Funds.
Not applicable to the consolidated
entity. Therefore no impact.
Not applicable Not applicable
UiG 6 UIG 6: Liabilities arising from
Participating in a Specific Market -
Waste Electrical and Electronic
Equipment.
Not applicable to the consolidated
entity. Therefore no impact.
Not applicable Not applicable
UiG 7 UIG 7: Applying the Restatement
Approach under AASB 129 Financial
Reporting in Hyperinflationary
Economies.
No change to accounting policy
required. Therefore no impact.
1 March 2006# 1 ltdy 2006
UIG 8 UIG 8: Scope of AASB 2.
required. Therefore no impact.
No change to accounting policy 1 May 2006# 1 luly 2006
UiG 9 UIG 9: Reassessment of Embedded
Derivatives.
No change to accounting policy
required. Therefore no impact.
3 June 2006# 1 laly 2006
$t$ Application date is for the annual reporting periods beginning on or after this date.

Application date is for the annual reporting periods ending on or after this date.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 lune 2006.

Summary of Significant Accounting Policies (continued)

(b) Basis of Accounting

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available for-sale financial assets, financial assets and ilabilities (including derivative instruments) at fair value through profit or loss, and land and buildings.

The preparation of a financial report in conformity with Australian Accounting Standards requires directors to make judgments. estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The consolidated entity has elected to apply AASB 119 Employee Benefits fissued December 2004) to the annual reporting period beginning 1 July 2005. This includes applying AASB 119 to the comparatives in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors.

The consolidated entity has also elected to apply AASB-7 Financial Instruments. Disclosure to the annual reporting period beginning 1 July 2005. As permitted by AASB 1 First-Time adoption of Australian Equivalents to International Financial Reporting Standards, comparative information has not been restated.

The accounting policies set out below have been applied consistently, except as noted below, to all periods presented in the consolidated financial report and in preparing the opening AIFRS balance sheet at 1 July 2004 for the purpose of the transition to Australian Accounting Standards - AIFRS.

(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 period and at balance date (together being 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 period, its results are included in the consolidated income statement from the date on which control commences. Where there is loss of control of an entity, the consolidated income statement. includes the results for the part of the reporting period during which control existed.

(d) Foreign Currency Translation

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Australian dollars, which is CSL Limited's functional and presentational currency

Foreign currency transactions are translated into the functional currency using the rate of exchange ruling at the date of the transaction

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end. exchange rates of monetary assets and labilities denominated in functional currencies are recognised in the locome statement. except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Translation differences on non-monetary items, such as securities held at fair value through profit or loss, are reported as part of the securities fair value gain or loss. Translation differences on non-monetary items, such as securities classified as available for sale financial assets, are included in the fair value reserve in equity.

Assets and liabilities of foreign operations are translated to Australian dollars at the rates of exchange ruling at the end of the reporting period. Revenue and expenses of foreign operations are translated to Australian dollars at the average rates of exchange ruling for the period. Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity.

On consolidation, exchange differences ansing from the translation of any net investment in foreign operations, and of borrowings designated as hedges of such investments, are taken to the translation reserve. When a foreign operation is sold. a proportionate share of the post 1 luly 2004 net exchange differences are recognised in the income statement as part of the gain or loss on sale.

Summary of Significant Accounting Policies (continued)

(e) Revenue Recognition

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

Sales 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 the significant risks and rewards of ownership of the goods have passed to the buyer and the costs incurred or to be incurred in respect of the transaction can be reliably measured.

Interest income

Interest income is recognised as it accrues (using the effective interest rate method).

Citier revenue

Other revenue is recognised as it accrues.

Dividend income

Dividend income is recognised when the shareholders right to receive the payment is established.

(f) Government Grants

Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be received. and the consolidated entity will comply with all attached conditions.

Government grants relating to an expense item are deferred and recognised in the income statement over the penod necessary. to match them with the expenses that they are intended to compensate. Government grants received for which there is no future related costs are recognised in the income statement immediately.

Government grants relating to the purchase of property, plant and equipment are included in current and non-current liabilities. as deferred income and are released to the income statement on a straight line basis over the expected useful lives of the related assets.

(g) Borrowing Costs

Borrowing costs are expensed as incurred fusing the effective interest rate method), except where they are directly attributable to the acquisition or construction of a qualifying asset, in which case they are capitalised as part of the cost of that asset.

(b) 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.

(i) Income Tax

Income tax on the profit or loss for the reporting penod comprises current and deferred tax. Income tax is recognised In the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised. итесниту.

Current tax is the expected tax payable on the taxable income for the reporting period, using the income tax rate for each jurisdiction that has been enacted or substantially enacted at reporting date and any adjustments to tax payable in respect of previous vears.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences, at the tax rates expected to apply when the assets are recovered or liabilities are settled, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Temporary differences arising from the initial recognition of an asset or a liability that affect neither accounting profit nor taxable income and differences relating to investments in subsidiaries, to the extent they will probably not reverse in the foreseeable. future, are not provided for

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and tax losses.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities related to the same taxable entity or group and the same taxation authority

Summary of Significant Accounting Policies (continued)

(j) Cash and Cash Equivalents

Cash on hand and in banks and short-term deposits are stated at nominal value. Cash and cash equivalents comprises cash on hand, at call deposits with banks or financial institutions, investments in money market instruments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts.

Bank overdrafts are carried at the principal amount interest is charged as an expense as it accrues (using the effective interest rate method).

(k) Trade and other receivables

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

Other receivables are recognised and carried at the nominal amount due. Non-current receivables are recognised and carried at amortised cost. They are non-interest bearing and have various repayment terms.

(1) Inventories

Raw materials and stores, work in progress and finished goods 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.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

(r) Investments and other financial assets

The consolidated entity has taken the exemption available under AASB 1 to apply AASB 7, AASB 132 and AASB 139 only from 1 July 2005. The consolidated entity has applied Australian accounting standards in force prior to financial years beginning 1 January 2005 ("AGAAP") to the comparative information on investments and other financial assets within the scope of AASB 7 AASB 132 and AASB 139

In accordance with AGAAP, prior to 1 luly 2005, interests in non-controlled entities or non-associated corporations are included in investments at the lower of cost or the recoverable amount.

In accordance with AIFRS, subsequent to 1 July 2005, the consolidated entity classifies its investments as financial assets at fair value through the profit or loss, or available for sale financial assets. The classification depends on the purpose for which the investments were acquired. The consolidated entity determines the classification of its investments at initial recognition and re-evaluates this designation at each reporting date when allowed and appropriate.

Emancial assets at fair value through profit or loss

This category includes financial assets held for trading and financial assets designated at fair value through profit or loss on initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated. A financial asset is designated in this category if there exists the possibility it will be sold in the short term, and the asset is subject to frequent changes in fair value. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected. to be realised within 12 months of the balance sheet date.

Realised and unrealised gains and losses arising from changes in the fair value of the financial assets at fair value through profit or loss are included in the income statement in the period in which they arise.

Financial assets at fair value through the profit or loss are carried at fair value.

Available-for-sale financial assets

Available for sale financial assets are non-derivatives that are designated as available for sale. They are included in non-current assets unless it is intercled to dispose of the investment within 12 months of the balance sheet date.

Available for sale financial assets are carried at fair value.

Unrealised gains and losses ansing from changes in the fair value of financial assets classified as available for sale are recognised in equity in the unrealised gains reserve until they are sold or impaired, at which time the accumulated fair value adjustments are included in the income statement.

The fair value of financial assets is based on active market prices. If the market for a financial asset is not active, the consolidated entity establishes fair value by using valuation techniques. These include reference to the fair values of recent arm's length transactions, involving the same instruments or other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the specific dicumstances.

Investments in subsidiaries are carried at their cost of acquisition, less any impairment allowance, in the Company's financial statements

CSL Limited and its controlled entities Notes to the Financial Statements continued for the war ended 30 June 2006.

Summary of Significant Accounting Policies (continued)

In) Acquisition of Assets

The purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments 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 acquistion. 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.

The consolidated entity has taken the exemption available under AASB 1 not to apply AASB 3 to past business combinations that occurred before transition to AFRS.

In accordance with AIFRS, where an entity is acquired and the fair value of the identifiable net assets acquired, including any existing restructuring liabilities and contingent liabilities assumed of the acquired entity, exceeds the cost of acquisition, the difference represents a discount on acquisition. The discount on acquisition is recognised immediately in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired. Where goodwill arises it is brought to account on the basis described in note 1(s).

(o) Property, Plant and Equipment

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

Plant and equipment is stated at cost less depreciation, amortisation and accumulated impairment losses, which is not in excess. of the recoverable arnount. Capital work in progress is stated at cost. Property, plant and equipment, except freehold land, are depreciated over their useful lives on a straight line basis as follows:

Buildings 5 - 30 years
Plant and equipment $3 - 15$ years
Leasehold improvements 6 10 years

(p) Impairment of Assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently wherever events or changes in circumstances indicate that it may be impaired.

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised in the income statement for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. In assessing value in use, the estimated fulure cash flows are discounted to their present value using a pre-tax discount rate that reflects. the current market assessments of the time value of money and the risks specific to the asset.

For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Imparment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash generating units, and then, to reduce the carrying amount of the other assets in the unit on a pro-rata basis.

(g) Leasehold 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.

(r) 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.

Finance leases

Leases which effectively transfer substantially all the risks and benefits incidental to ownership of the leased item to the consolidated entity are capitalised at the lower of the fair value of the leased item and the present value of the minimum lease. payments. The corresponding rental obligations, net of finance charges, are included in interest bearing liabilities.

Lease payments are allocated between finance charges and reduction of the lease liability so as to achieve a constant rate on the finance balance outstanding. Finance charges are charged directly against income. Capitalised lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term.

1 Summary of Significant Accounting Policies (continued)

(r) Leases (continued)

Operation 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 in the income statement on a straight-line basis.

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

(s) Goodwill

On acquisition of some or all of the assets of another entity, the identifiable net assets acquired fincluding contingent liabilities assumed) 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. As from 1 July 2004 goodwill is not amortised

Goodwill is tested for impairment arrivally, or more hequently if events or changes in circumstances indicate that it might be impaired. Goodwill acquired is allocated to each of the cash generating units expected to benefit from the combination's synergies, impairment is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates.

For business combinations prior to 1 luly 2004, the date of transition to AIFRS, goodwill is included on the basis of its amortised cost, being the amount recorded under the previous AGAAP. The consolidated entity has taken the exemption available under AASB 1 not to restate the opening AIFRS balance sheet for business combinations that occurred prior to transition to AIFRS.

(t) Research and Development, Patents and Intellectual Property

Current expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in the income statement as an expense when it is incurred.

Expenditure on development activities, being the application of research findings or other knowledge to a plan or design for the production of new or substantially improved products before the start of commercial production or use, is recognised in the income statement as incurred except where the products being developed are technically and commercially feasible and adequate resources are available to complete their development.

Expenditure on equipment used in research and development activities is capitalised in property, plant and equipment and depredated over its estimated useful life.

Purchased intellectual property and other intangibles have been assessed as having finite lives and are carried at cost less accurrulated amortisation and accurridated impairment losses. Purchased intellectual property and other intangibles are amortised on a systematic basis over their useful lifes (from 10 to 20 years).

The carrying value of intellectual property and other intangibles is tested for impairment annually, or more frequently where events or changes in circumstances indicate that they might be impaired.

(u) frade and other payables

Liabilities for trade payables 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.

(v) Interest-Bearing Liabilities and Borrowings

Interest-bearing liabilities and borrowings are recognised initially at fair value net of transactions costs incurred. Subsequent to initial recognition, interest-bearing liabilities and borrowings are stated at amortised cost with any difference between the proceeds (net of transaction costs) and the redemption value recognised in the income statement over the period of borrowings using the effective interest method.

(w) Denvative Financial Instruments

The consolidated entity may use derivative financial instruments to hedge its exposure to foreign exchange risks arising from operational, financing and investment activities.

In accordance with it's treasury policy, the consolidated entity does not hold or issue derivative trading instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

The consolidated entity has taken the exemption available under AASB 1 to apply AASB 7, AASB 132 and AASB 139 from 1 July 2005. The consolidated entity has applied previous AGAAP in the comparative information on financial instruments within the scope of AASB 7, AASB 132 and AASB 139.

In accordance with AGAAP prior to 1 July 2005, the consolidated entity entered into forward exchange contracts where it agrees to purchase or 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.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006

Ñ. Summary of Significant Accounting Policies (continued)

(w) Denvative Financial Instruments (continued)

Gains or costs arising from entering into forward exchange contracts, together with the subsequent exchange gains or losses resulting from re-measurement of those contracts by reference to movements in spot exchange rates are deferred in the balance sheet from the inception of the hedging transaction up to the date of the purchase or sale and included in the measurement. of the purchase or sale

In accordance with AIFRS, effective 1 July 2005, derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The gain or loss on remeasurement to fair value is recognised immediately in the income statement, except where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability or a highly probable forecasted transaction, in which case the effective part of any gain or loss on the derivative financial instrument is recognised directly in equity. The ineffective part of any gain or loss is recognised immediately in the income statement.

The fair value of forward exchange contracts is calculated by reference to current forward exchange rates for contracts with smilar maturity profiles.

When the forecasted transaction, which is subject to a derivative financial instrument designated as a hedge, results in the recognition of a non-financial asset or non-financial liability or the forecast transaction for a non-financial asset or non-financial liability becomes a firm commitment for which fair value hedge accounting is applied, the associated cumulative gain or loss is removed from equity and included in the initial cost or other carrying amount of the non-financial asset or liability.

If a hedge of a forecasted transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gains or losses that were recognised directly in equity are reclassified into the income statement in the same period. or periods during which the asset acquired or liability assumed affects profit or loss.

For cash flow hedges, other than those covered by the preceding two policy statements, the associated cumulative gain or loss is removed from equity and recognised in the income statement in the same period or periods during which the hedged forecast transaction affects profit or loss.

(x) Provisions

Provisions are recognised when the consolidated entity has a present legal or constructive obligation arising from past transactions or events, it is probable that a future sacrifice of economic benefits will be made, and a reliable estimate of the amount of the obligation can be made.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost. In addition, the following specific recognition criteria must also be met before a provision is recognised.

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.

Claims provision including IBNR

The claims provision including Incurred But Not Reported (IBNR) is determined on an actuanal 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

A restructuring provision is recognised when the main features of the restructuring are planned, identifying the business/locations affected, location, function and approximate number of employees, the expenditures that will be undertaken and the implementation timetable, and there is a demonstrable commitment and valid expectation that the restructuring planwill be implemented.

Onerous contracts

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

Surphis lease space

A provision for surplus lease space is recognised when a net obligation exists in respect of operating leases that have been identified as surplus to the consolidated entity's current requirements.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006

Summary of Significant Accounting Policies (continued) Ã.

W 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, are measured at their nominal amounts based on remuneration rates which are expected to be paid when the lability 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 using the projected unit credit method.

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

Superannuation Plans

The consolidated entity contributes to defined benefit and defined contribution superannuation plans for the benefit of all employees. Defined benefit superannuation plans provide defined tump sum benefits based on years of service and final average salary. Defined contribution plans receive fixed contributions from the consolidated entity and the consolidated entity's. legal and constructive obligation is limited to these contributions.

A tiability or asset in respect of defined benefit superannuation plans is recognised in the balance sheet, and is measured as the present value of the defined benefit obligation at the reporting date less the fair value of the superannuation funds assets at that date and any unrecognised past service cost. The present value of the defined benefit obligation is based on expected future payments which arise from membership of the fund to the reporting date, calculated by independent actuaries using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee. departures and periods of service.

Expected future payments are discounted using market yields at the reporting date on national government bonds with maturity and currency that match, as closely as possible, the estimated future cash outflows. Actuanal gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in retained earnings as incurred.

Past service costs are recognised immediately in income, unless the changes to the superannuation fund are conditional on the employees remaining in service for a specified period of time (vesting period). In this case, the past service costs are amortised on a straight-line basis over the vesting period.

Future taxes that are funded by the entity and are part of the provision of the existing benefit obligation are taken into account in measuring the net liability or asset.

Contributions to defined contribution superannuation plans are recognised as an expense as they become payable.

Termination Benefits arising as a consequence of acquisitions

Liabilities for termination benefits relating to an acquired entity are recognised if a termination benefit hability of the acquired entity exists as at the date of the acquisition. Liabilities for termination benefits arising as a result of the acquisition are recognised in accordance with note 1(y).

(z) Share-based payment transactions

Under the Revised Senior Executive Share Ownership Plan and Employee Performance Rights Plan, Group Executives and Employees are granted options or performance rights over CSL Limited shares which only vest if the Company and the individual achieve certain performance hurdles.

Under the Grobal Employee Share Plan, all employees are granted the option to acquire discounted CSL Limited shares.

No employee experise is recognised in respect of options and rights granted before 7 November 2002 and/or vested before 1 lanuary 2005. The shares are recognised when the options or rights are exercised and the proceeds received allocated to share capital.

The fair value of options or rights granted after 7 November 2002 and vesting after 1 January 2005 is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is recognised over the penod during which the employees become unconclitionally entitled to the options. The fair value at grant date is independently determined using a combination of the Binomial and Black Scholes option valuation methodologies, taking into account the terms and conditions upon which the options and rights were granted.

The fair value of the options granted excludes the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each reporting date, the Company revises its estimate of the number of options and rights that are expected to vest. The employee benefit expense recognised each period. takes into account the most recent estimate of the number of options and rights that are expected to vest. No expense is recognised for options and rights that do not ultimately vest, except where vesting is conditional upon a market condition.

Upon exercise of options or rights, the balance of the share-based payments reserve relating to those options or rights is transferred to share capital.

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 lune 2006

× Summary of Significant Accounting Policies (continued)

(aa) Contributed equity

Ordinary shares are classified as equity, incremental costs directly attributable to the issue or buy-back of shares are shown in equity as a deduction, net of tax, from equity,

(bb) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to members, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in determination of basic earnings per share to take into account the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Discontinued operations

Basic and diluted earnings per share attributable to discontinued operations is calculated by dividing the profit attributable. to members from discontinued operations and dividing it by the weighted average number of cridinary shares calculated for the basic earnings per share and diluted earnings per share calculations as outline above respectively.

$\bar{Z}$ Segment Information

Business Secments

The consolidated entity's primary segment reporting format is business segments. The consolidated entity operates one segment - Human Health, the principal activity being to develop, manufacture and market biopharmaceutical products to the human health industry.

The Human Health business segment has been further broken down into ZLB Behring and Other Human Health to assist with external analysis of the financial statements. 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 North 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 translers 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.

ganan mana

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 lune 2006

2 Segment Information (continued)

Business Segments ZLB Behring
2006
\$000
Other
Human
Health
2006
\$000
Total
Human
Health
2006
\$000
AR Behring
2005
\$000
Other
Human
Health
2005
5000
lotal
Human
Health
2005
SOOC
External sales 2,445,621 403,287 2,848.908 2,195.196 413.760 2.608.965
Other external revenue 4,721 24,193 28,914 22098 578 22.676
Segment revenue 2,450,342 427,480 2,877,822 2.217.294 414,347 2.631.641
Unallocated revenue 25,710 18.618
lotal revenue 2,903,532 2.650.269
Segment results 497,947 47,902 545,849 390.182 57,721 447,903
Finance costs (41, 517) (36.615)
Net unallocated reveraie / expense (5, 352) 1,195.
Profit before income tax expense
and contingent consideration
498,980 410,283
Contingent consideration (328, 515)
Profit before income tax expense 170,465 410,283
income tax expense (53, 108) (176, 54)
Profit from continuing operations 117,357 234.129
Profit from discontinued operations,
net of tax
111111111111111111111111111111111111111 253 045
Profit attributable to members of the
parent entity
117,357 487,774
Assets and liabilities 111111111111111111111111111111111111111
Secment assets 3,231,836 372,048 3,603,884 2 656 216 376.662 3.031.878
Unallocated assets 582,201 860,653
Total assets 4,186,085 3,692,531
Secment labilities 807,710 69,887 877,597 494.979 38.420 533.389
Unallocated liabilities
Total habilities
1,318,684
2,196,281
1,250,607
1/84,006
Other Segment information
Segment capital expenditure 82.721 38,278 120,999 89.489 31.095 120,584
Unallocated capital expenditure 1,066 1,186
Discontinued operation capital expenditure 13.936
Total capital expenditure 122,065 135,706
Depreciation and amortisation 84,772 29,271 114,043 02,562 28.126 120,688
Unallocated depreciation and amortisation 2,021 1803
Discontinued operation depiedation and
amortsator 2.646
Total depreciation and amortisation 116,064 125.137
Other non-cash expenses 75 75 1.927 -67 1,994

MANARIANO

WWWWWW

Wen

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

2 Segment Information (continued)

Australasia/ Europe, Middle
Asia Pacific Americas East & Africa Consolidated
Geographic Segments \$000 \$000 \$000 \$000
June 2006
External revenues 575.073 1.200.896 1.127.563 2.903.532
Segment assets 1,131,432 736.636 2,318,017 4,186,085
Total capital expenditure 39.703 40.000 42.362 122,065
June 2005
External revenues -503.562 1.022.998 1123.699 2660259
Segment assets 1074905 699.822 210144 3.892.531
lotal capital expenditure $-68.413$ -33.892 33.401 135.706
Consolidated Entity Patent Emity
2006
\$000
2005
\$000
2006
\$000
2005
\$000
Revenue and expenses
3
Revenue and expenses from continuing operations
(a) Revenue
Sales revenue
2,848,908 2.608.955 346.822 363.320
Other revenue
Dividend revenue
Subsidiaries 2,265 16331
Finance revenue 25,466 16,940 8,337 12,650
Rent 950 940 950 940
Royalties and licence revenue. 28,208 23.414 23,464 1077
lotal other revenues 54,624 41,294 35,016 30.998
Iotal revenue from continuing operations 2,903,532 2.650.259 381,838 394 318
Finance revenue compuses.
Interest received/receivable:
Other persons and/or corporations 25,317 16/97 8,033 11,564
Subsidiaries 165 923
Key management personnell 149 143 139 143
25,466 16,940 8,337 12.650
(b) Other income
Government quants 1,660 1,660
Net gains on disposal of plant, property and equipment. 421 W
l'otal other income 2,081 1,660

The consolidated entity has also entered into various grant agreements relating to the development, commercialisation and
production of pharmaceutical products. The grants received are deferred until all conditions or othe the expenses that they are intended to compensate.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 lune 2006.

a series and the series of the series of the series of the series of the series of the

Consolidated Entity Parent Enrity
Mores 2006
\$000
2005.
\$000
2006
\$000
2005
5000
Revenue and expenses (continued)
finance costs
桥.
Interest pard/payable
Other persons and/or corporations 34,157 29.544 4,826 387
Non-cash interest - Unwinding of discount 7.360 9211
fotal finance costs 41,517 38.815 4,826 387
(d) Depreciation and amortisation included
in the income statement
Depreciation and amortisation of fixed assets.
Buildings depreciation 12 8,936 11.702 4,007 3,836
Plant and equipment depreciation 12 92,243 101.029 27,115 25,910
Leased property, plant and equipment amortisation $12\,$ 2,877 3,907
Leasehold improvements amortisation $12^{\circ}$ 950 51
110,689
20/46
fotal depreciation and amortisation of fixed assets 105,006 31,122
Amertisation of interigibles
Intelectual Property
14 11,058 5.802
fotal amortisation of intangibles. 11,058 5.802 mmmme
lotal depreciation and amortisation. 116,064 122.491 31,122 20.746
(e) Other expenses
Write down of inventory to net realisable value. 14,852 26.148 3,490 981
Doubtfull debts 8,787 2.628 (74) $^{(3)}$
Net loss on disposal of PPE 1.994 75 61
Net foreign exchange (gain)/loss 951 (543) 611 (930)
Lease payments and related expenses included
移头
in the income statement
Rental expenses relating to operating leases 34,098 41 039 1,930 1433
(g) Employee benefits expense
Salaries and wages 674,602 666.816 116,505 106, 182
Defined benefit plan (benefit)/expense 25, 14,218 (18, 199) 1,952 2,017
Defined contribution plan expense 25 19,638 14,460 9,610 8.631
Share based payments expense 22. 4,684 2.294 4,684 2.294
713,142 663,790 132,751 110.124

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Million Million (Million Million School)

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CSL Limited and its controlled entities

Notes to the Financial Statements continued
for the year ended 30 line 2006

Consolidated Entity Parent Ernity
Notes. 2006
\$000
2005
- 1000
2006
\$000
2005
\$400
hw ome tax
Income tax expense reported in the consolidated
income statement
Income tax expense attributable to discontinued operations.
53,108 175,554
37.429
5,569 9516
53,108 212.983 5,569 9.516
(a) Reconciliation of income tax expense
Recognised in the income statement
Current tax expense
Current year
160,191 95677 6,714 12.253
Deterred tax expense
Orgination and reversal of temporary differences
(lax losses recognised)/ Expense on derecognition.
(96, 638) 81192 (2, 432) 64.
of tax losses (13, 184) 22.185
13. (109, 822) 100.377 (2, 432) 64
Under (over) provided in prior years
Income tax expense reported in the income statement
2,739
53,108
7.929
212,983
1,287
5,569
(2.801)
9.516
Recognised directly in equity
Deterred tax benefit/experise
Share based payments
Net actuarial (gain)/loss on defined benefit plans.
6,427
6,319
(8184) 6,427
(616)
17
13.
Income tax expense recognised in equity
12,746 (6184) 5,811 HJ.
(b) Reconciliation between tax expense and pre-tax
oct profit
The reconciliation between tax experise and the product
of accounting profit before income tax multiplied by the
consolidated entity's applicable income tax rate is as follows:
Accounting profit before tax from continuing operations.
Accounting profit before tax from discontinued operations
170,465 410,283
290 474
21,603 64 811
Accounting profit before income tax 170,465 100(15) 21,603 64.817
Income tax calculated at 30% (2005-30%) 51,139 210.228 6,481 19.443
Research and development (2,984) (2,4)(4) (2,984) (2.404)
Non-assessable capital loss / (gain)
Exempt directors received
2,073 (51, 193) (680) (4, 899)
Other mon-rieductible expenses / (non-assessable revenue) 7,570 9 945 1,466 177
(Utilisation of tax losses)/Unrecognised deferred tax assets (13, 183) 22185
Effects of offferent rates of tax on overseas income- 5,754 16,293
Under/(Over) provision in prior year 2,739 1.925 1,286 (2.803)
53,108 212.983 5,569 9.516

a a shekara Notes to the Financial Statements continued

furthe year ended 30 June 2006.

Income tax (continued)

Tax consolidation in Australia

The Company and its wholly owned Australian resident entities formed a tax consolidation group with effect from 1 July 2004 and therefore are taxed as a single entity from that date. CSL Limited is the head entity of the tax-consolidated group.

Tax effect accounting by members of the tax consolidated group in Australia

Current tax expense/income, deferred tax liabilities and deferred tax assets ansing from temporary differences of the members of the tax-consolidation group are recognised in the separate financial statements of the members of the tax-consolidation group using the 'separate taxpayer within group' approach, by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation.

Current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries are assumed by the head entity in the tax consolidation group and are recognised as amounts payable/(receivable) to/(from) other entities in the tax-consolidated group in conjunction with any tax funding arrangement amounts (refer below). Any difference between these amounts is recognised as an equity contribution or distribution.

The Company recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the extent that it is probable that future taxable profits of the tax-consciidated group will be available against which the asset can be utilised.

Tax funding arrangements and tax sharing agreements in Australia

Members of the tax-consolidated group have entered into a tax funding agreement. The tax funding agreement sets out the funding obligations of members of the tax-consolidated group. Payments are required to/from the head entity equal to the current tax hability/(asset) assumed and any deferred tax assets arising from unused tax losses assumed by the head entity. resulting in the head entity recognising an inter-entity payable/(receivable) equal to the tax liability/(asset) assumed. The Interentity payable/(receivable) is at call

Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entity's obligation to make payments for tax liabilities to the relevant authorities.

The head entity, in conjunction with other members of the tax consolidated group, has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax llabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amount under the tax sharing agreement is considered remote.

5 Contingent consideration on acquisition of Aventis Behring

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 ordinary share price of CSL Limited is above A\$28 per share ('trigger price') for a specified future period. To satisfy this requirement, the volume weighted average share price of an ordinary share of CSL Limited must be above the trigger price for any 60 consecutive trading days during the period from 27 September 2007 to 26 March 2008.

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

On 20 June 2006 the Board of Directors performed their six monthly review of the likelihood of the potential contingent payments meeting the criteria for recognition as a provision. During this review it was determined that as a result of the continued positive business performance the contingency now met the recognition criteria and accordingly a provision was raised by the Group and booked in the accounts of the acquirer, ZLB Bioplasma (Hong Kong) Limited.

Consistent with AIFRS and the company's announcement at the time of the acquisition, the provision is charged to the Income Statement at the time of recognition. To provide the reader with greater clarity of the effect of this charge on the financial statements, it has been separately shown on the face of the Income Statement. The liability is included on the balance sheet within non-current provisions (see note 19).

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

Discontinued operations ł.

On 28 February 2005, the consolidated entity disposed of the JRH business unit, a separate business segment, to Sigma-Aldrich
Corporation, The disposal included 100% of the voting shares in CSL US Inc, JRH Biosciences Limi

Details on the sale of the JRH businesses are as follows:

Consolidated Entry
2005
3400
(a) Profit after tax from discontinued operation
Pre-tax gain on sale of discontinued operation (see (b) below). 278,902
Post 1 July 2004 foreign currency translation reserve movement (11.164)
Income tax expense (30,051)
Gain on sale after tax 237 687
Contribution for the period 1 July 2004 to 28 February 2005 after tax (see (c) below) 15358
Profit after tax from discontinued operation 253.045
(b) Gain on sale and effect of the disposal on individual assets
and liabilities of the consolidated entity
Cash and cash equivalents (18,863)
Trade and other receivables. (18.284)
Inventones (113.276)
Property, plant and equipment 140.4751
Deferred tax assets (111)
Intangible assets (9/85)
trade and other payables 20.969
Provisions
Net identifiable assets and liabilities
1,720
(1/9.344)
Consideration received, satisfied in cash. 456,246
Pre-tax gain on sale of discontinued operation. 278.902
Net cash inflow from transaction (consideration net of cash disposed) 439.363
(c) Analysis of profit and loss contribution for the period 1 July 2004
to 28 February 2005 of the discontinued operation
Sales revenue
Cost of sales
140.969
(94.091)
Gioss profit 46.878
Other revenues 264.
Research and development expenses. (4/63)
Selling and marketing expenses. (1.470)
General and administration expenses (9.348)
finance costs (2.825)
Profit before income tax. 22,136
Income tax expense.
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
mmmmm
Net profit after tax
(1,3/8)
15.58
(d) Cash flows for the period 1 July 2004 to 28 February 2005 of the discontinued operation
Net cash flows from operating activities
(9,66)
Net cash flows from investing activities (14.868)
Net cash flows from financing activities.
Net cash flows [24, 4, 34]

CSL Limited and its controlled entities Notes to the Financial Statements continued

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$000 4000 \$000 5000
7. Cash and cash equivalents
Cash at bank and on hand 384,064 258.528 28,066
Cash deposits 369,630 46.314 149,224 461,769
753,694 123.842 177,290 461,769
fracte and other receivables
Current
Irade receivables 538,726 502.325 35,843 29.673
Less. Allowance for doubtful debts (i) 13,744 4.970 423 497.
524,982 498,156 35,420 29,176
Sundhy receivables 40,063 38.828 7,805 15.089
Prepayments 28,634 22 244 3,036 2.419
Receivables - wholly owned subsidiaries 49,534 24,599
Receivables - partly owned subsidiaries 3,939
593.679 169,227 99,734 VI.eta
Non Current
Related parties
Wholly owned subsidiaries 5,148
Partly owned subsidiaries 2 939
Loans to key management personnel - executive directors 511 941 511 941
Loans to key management personnel - other executives 4,937 5,041 4,937 5.443
Leans to other employees. 5,669 0.032 5,669 4,564
Long Term Deposits 6,556 - 3012
17,673 14 026 11,117 20,041
(i) Reconciliation of Allowance for doubtful debts
Opening balance 4,170 1.642 497 500
Additional allowance / (utilised) 8,787
787
3.901
(1,3/3)
(74) 13)
Currency translation differences 13,744 4,170 423 497
9. inventories
Raw materials and stores – at cost 188,269 196,939 13,088 11.922
Less. Allowance for diminution in value 10,139 3.516 967 159
Raw materials and stores - net 178,130 103.424 12,121 11.763
Work in progress - et cost 413,415 539.36 19,073 18.673
Less. Alcwance for diminution in value 25,699 32.780
505.581
1,549 902
11111
Work in progress - net 387,716 17,524
Finished goods - at cost
Less. Allowance for diminution in value.
423,129
15,548
265,896
18318
37,985
1,204
31.335
1,436
Finished goods - net 407,581 247 578 36,781 20.901
973,427 946-683 66,426 59.451
10 Other financial assets
Cuirent
At fair value through the profit or loss. sommininininin
Managed financial assets 7,872

88888

uu miinimii

Notes to the Financial Statements continued
for the year ended 30 lune 2006

Consolidated Frany Parem Entity
2006
\$000
2005
\$000
2006
\$000
2009
\$100
Cither financial assets (continued)
Aon-current
Available for sele financial assets.
Unisted equity securities
At far value through the profit or loss:
Managed financial assets
Investment in non-controlled entity at cost.
4,728 11,868
4.696
4,728 4.698
Shares in subsidiaries - at cost (refer note 31) 1,228,207 1.228.201
4,728 16.566 1,232,935 1.232.906
12 Property, Plant and Equipment
Land at cost
Opening balance
Other additions
Disposals
Currency translation differences
26.097
(411)
48
27.090
609
(1.602)
(196)
25,030 25.030
Closing balance 25,734 26.097 25,030
Buildings at cost
Opening balance
Transferred from capital work in progress
Other additions
196,653
24,803
264
206.448
12695
81,162
2,093
71,214
9,948
Disposals (101) (5,159)
Currency translation differences. 9,741 (17.33)
Closing balance
Accumulated depreciation and impairment losses
Opening balance
Depreciation for the year
Disposals
231,360
39,039
8,936
(103)
196,653
35,241
11875
(1221)
83,255
22,500
4,007
61.162
18.664
3.836
Currency translation differences 2,769 (4, 856)
Closing balance 50,641 39,039
167,614
26,507 22.500
Net book value of buildings
Net book value of land and buildings
180,719
206.453
183,111 56,748
81,778
58.662
82.692
Leasehold improvements at cost
Opening balance
Transferred from capital work in progress
Other additions
4,208
1,286
31
1168I
952
5.221
168 168
Disposals
Currency translation differences
(26)
(459)
(12.234)
(416)
(9)
Closing balance 5,040 4,208 159
Accumulated amortisation and impairment.
Opening balance
Amortisation for the year
Disposals
2,282
950
(17)
5,75
798
(3.473)
168
$\left( 9\right)$
168
Currency translation differences 163 1618)
Closing balance 3,378 2.282 159 168
Net book value of leasehold improvements. 1,662 1,926.

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annannan

CSL Limited and its controlled entities Notes to the Financial Statements continued
for the year ended 30 line 2006

MANA

Consolidated Entry Parent Entity
2006
\$000
2006.
sono
2006
\$000
2005
5000
12 Property, Plant and Equipment (continued)
Plant and equipment at cost
Opening balance 884,337 909.382 486,233 431,208
Transferred from capital work in progress 69,160 82.424 17,020 06,206
Other additions 18,297 29.431
Disposals (24, 187) (5/175) (10, 408) (1,270)
Currency translation differences
amma
47,013 (19726)
Closing balance 994,620 604.337 492,845 486,234
Accumulated depredation and impairment
Opening balance 412,570 381.776 321,728 297.008
Depreciation for the year 92,243 102.755 27,115 25,910
Disposals (22,151) (27670) (10, 128) (1, 189)
Currency translation differences 26,641 (44.253)
Closing balance 509,303 412,570 338,715 321,729
Net book value of plant and equipment 485,317 411,161 154,130 164,505
Leased property, plant and equipment at cost
Opening balance 33,617 33.046
Other additions 256 4/41
Disposals (116) (731)
Currency translation differences 3,536 (2.439)
Closing balance 37,293 33.617 $\star$
mmammammamm
Accumulated amortisation and impairment
Opening balance 3,741 214
Amortisation for the year 2,877 3.907
Disposals (108)
Currency translation differences 1,371 (360)
Closing balance 7,881 W
3.741
÷ 000000000000000000000000000000000000000
Net book value of leased property, plant and equipment 29,412 29.876
Capital work in progress
Opening balance 81,863 1201/0 13,205 47,420
Other additions 103,084 64,813 38,880 32,029
transferred to buildings at cost (24, 803) (12.695) (2,092) (9,948)
Transferred to plant and equipment at cost (69, 160) (82, 424) (17, 020) (56, 296)
fransferred to leasehold improvements at cost. (1, 286) (952)
Currency translation differences
Closing balance
3,794
93,492
(1.049)
81,863
32,973 13,205
Total net book value of property, plant and equipment 816,336 $169 - 43$ 268,881 261.402

CSL Limited and its controlled entities

Notes to the Financial Statements continued

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

1999 - Jan Jan Salam Barat dan Bandara dan Bandara dan Bandara dan Ba

for the year ended 30 line 2006.

Consolidated Entity Patern Ernity
2006
\$000
2005
5000
2006
\$000
2005
\$000
13 Deferred tax assets and liabilities
Deferred tax asset
Deferred tox llability
187,432
(61, 767)
76,659
(16.21)
(1, 715) (9.958)
Net deferred tax asset / (liability)
(a) Deferred tax balances comprise temporary
differences attributable to:
Amounts recognised in the income statement
125,665 iiiiiii (1 7616) (1, 715) (9.958)
trade and other receivables.
inventories
(7,518)
41,698
(4, 935)
21,330
449
(2,095)
(143)
(1.466)
Property, plant and equipment
Intangible assets
(62,066)
(49, 171)
(55.637)
(34,35)
(18, 797) [20, 701]
Other accets
frace and other payables
8.169
8,813
(170)
12.321
153
2,084
230
1,362
Interest bearing liabilities
Other liabilities and provisions.
Recognised carry forward tax losses
Other
751
163,428
7,474
1,341
910
66.062
26
426
10,680 10/43
Amounts recognised in equity
Other assets
112,919
6.427
6.566 (7, 526)
6,427
(0.975)
interest bearing liabilities.
Other liabilities and provisions
6,319 (8184) (616) 17
Net deferred tax asset (liability) 12,746
125,665
(8, 184)
(16.8)
5,811
(1, 715)
17
(9.958)
(b) Movement reconciled
Opening balance
Credited/Icharged) to the income statement
(1,618)
109,882
126.653
(109, 337)
(9,958)
2,432
(9.877)
(64)
Credited/(charged) to equity
Acquisition of subsidiary
Disposal of subsidiary
12,746 (8, 184)
(712)
5,811 (17)
000000000000000000000000000000000000000
Currency translation difference
Closing balance
NA MARKA A A ARABA A ARABAN DA A ANG PARA ANG PANGAPALA A ANG.
NG SA SA SA SA SA SA SA ARABAN ANG PANGAPANG ANG PANGAPAN.
Pangang pangapang pangapang pangapang ang mangapang pangapang ang man
4,655
125,665
(12033)
്വക്ക
(1, 715) (9.958)
(c) Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following.
lax losses:
Expry date in less than 1 year.
Expry date greater than 1 year but less than 5 years.
226 3,567
Expry date greater than 5 years.
mmmmm
No expry date
6,519
19,547
20,460
35,899
26,292 59.926 mmanis

Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will
be available for utilisation in the entities that have recorded these losses.

CSI, Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006
\$000
2005
\$000
2006
\$000
2005
3000
14 Intangible Assets
(a) Carrying amounts
Goodwill
Opening balance 692,591 785,380
Disposals (9.785)
Currency translation differences 42,840 (83.004)
Closing balance 735,431 692.091 ÷
Intellectual property
Opening balance 104,411 80,211 20,000 20,000
Additions 32.098
Disposals
Currency translation differences 1,438 (1,964)
Closing balance 105,849 104,411 20,000 20,000
Accurriulated amortisation and impairment
Opening balance 10,567 5/6/
Amortisation for the year 11,058 5.802
Disposals B.
Currency translation differences (1, 186) (1.022)
Olosing balance 20,439 10.56T
Net intellectual property 85,410 93.844 20,000 2000
Total net intangible assets 820,841 786.435 20,000 20,000

The amortisation charge is recognised in general and administration expenses in the income statement.

(b) Impairment tests for cash generating units containing goodwill

All goodwill is related to the ZLB Behring cash generating unit.

The impairment test for the ZLB Behring cash generating unit is based on value in use calculations. These calculations use cash flow projections based on actual operating results and the three-year strategic business plan. Cash flows for a further period of 3 years have been extrapolated using a zero per cent growth rate at which point a Terminal Value is calculated based on a business valuation multiple. The valuation multiple has been calculated based on independent external analyst views, long term government bond rates and the Company's pre-tax cost of debt. Projected cash flows have been discounted by using the implied pre-tax discount rate of 9.44% associated with the business valuation multiple discussed above.

The recoverable amount of the unit significantly exceeds its carrying amount, including goodwill. It is not considered a reasonable possibility for a change in assumptions to occur that would lead to the recoverable amount failing below the units carrying amount.

a a shekarar wasan ƙwallon ƙafa ta ƙasar Ingila.

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

Consolidated Entity Farent Entity
2006
\$000
2005
3000
2006
\$000
2005
\$400
15 Retnement benefit assets and habilities.
Retirement benefit assets
Non-carent
Defined benefit plans (refer note 25)
3,514 50. 1.840
Retirement benefit liabilities
Current defined benefit plans (refer note 25) 4,635
Non-current defined benefit plans (refer note 25). 90.588 95.667 159
Total retirement benefit liabilities 95.223 95.667 159
16 Trade and other payables
Correra
Trade payables 136,089 146,646 32,859 31.356
Accruais and other payables 252,890 251709 37,179 23.441
Payable - wholly owned subsidiaries 618,961 540.402
388,979 398.555 688,999 595.199
17 Interest-bearing liabilities and borrowings
Current
Bank overchafts - Unsecured 5.706 4,091
Bank loans - Unsecured (a)
Senior Unsecured Notes Unsecured (b)
347,333
18,993
1011
Deferred cash settlement for subsidiary acquired - unsecured (c) 80,228
Deferred cash settlement for intangibles acquired - Unsecured (d) 9,261 8.283
Lease liability - Secured (e) 2,111 1,766
463,632 15.141 ÷
Moneuren
Bank loans Unsecured (a) 139,589 451,258
Senior Unsecured Notes Unsecured (b) 317,477 324,891
Deferred cash settlement for subsidiary acquired Unsecured (c)
Deterred cash settlement for intangibles acquired - Unsecured (d)
82,262
16,459
150,960
24,255
Lease lability Secured (e) 39,410 38.485
595,197 995.839 0000000000000000000000000000000000000

(a) The consolidated entity has a global multi-currency facility of \$650 million (2005: \$650 million). During the year there were no additional draw downs under the facility. The current portion of the facility expires in March 2007, with the non-current portion expiring in March 2009. Interest is payable semi-annually in arrears at a variable rate.

(b) 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. On 19 June 2006 USD88 million of the notes was converted into Euro 70 million via an agreement with the noteholders. The Euro notes have the same maturity profile as the USD notes, however the interest rate on the Euro notes is fixed at 3.98% and 4.70%.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

17 Interest bearing liabilities and borrowings (continued).

(c) 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.

'ayment (USD). Payment Date Discount Rate
30 million i 15 Auly 2006 - 379%
30 millioni 31 December 2006 4.29%
aa mulkanii 31 December 2007 4.66%

(d) The company has deferred cash settlements for consideration payable on the acquisition of intangible assets, discounted at the incremental borrowing rate at the time of acquisition (ranging from 2% to 3.5%). Payment dates are determined in accordance with the acquisition agreements and are payable at various dates concluding in 2007.

(e) Finance leases have an average tease term of 18 years (2005: 18 years). The weighted average discount rate implicit in the leases is 6:14% (2005: 6:37%). The consolidated entity's lease liabilities are secured by leased assets of \$29.4m (2005: \$29.9m). In the event of default, leased assets revert to the lesson.

Refer to note 32 for details on the total facilities available and drawn down. Note 36 has further information about the consolidated entity's exposure to interest rate risk, foreign exchange risk and the fair value of financial assets and liabilities.

Consolidated Entity Parent Emity
2006
\$000
2005
\$000
2006
\$000
2005.
$-000$
18 Tax assets and habilities
Current Assets
lincome tax 6,889 6,889
Tax Liabilities
Current liability income tax 88,038 8888
37.130
Non-current income tax 5,043
Total tax liabilities 93.081 37130

gan masa sa

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

Consolidated Enlity Parent Emily
2006
\$000
2005
SOOO
2006
\$000
2006
\$000
9 Provisions
Curent
contovee benefits (efer note 25). 66,237 47,198 24,805 16.717
Restruction and 10,828 23.319
Onerous contracts (ii) 4,676 2407
Surplus lease space (iii) 2,343 6.720
Other [vi] 1,801 2181 1,310 1 137
85,885 81.891 26,115 1/848
Non-corrent
Employee benefits (refer note 25) 52,586 56.174 4,221 10 646
Onerous contracts (ii) 15,863 12.783
Stirplus lease space (iii) 948 3.844
Provision for contingent consideration on Aventis Behring.
acquisition (refer Note 5 and (iv))
337,654
Claims provision including IBNR (v) 1.002 5,745 1,002 5,145
408.053 78.546 5.223 16,391

(i) Restructuring

This provision is for restructuring.

(ii) Orierous contracts

The provision recognised is based on the excess of the estimated cash flows to meet the unavoidable costs, over the estimated cash flows to be received in relation to certain contracts, having regard to the risks of the activities relating to the contracts.

(iii) Surphus lease space

A surplus lease space provision has been recognised in respect to the net obligation payable for various non-cancellable operating leases where the leases have been identified as surplus to the consolidated entity's current requirements.

(v) Claims provision

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

Discounting

Where the effect of discounting is determined to be material to the provision, the net estimated cash flows are discounted using a pre-tax discount rate reflecting current market assessments of the time value of money and the risks specific to the lability

CSL Limited and its controlled entities Notes to the Financial Statements continued
for the year ended 30 line 2006

Consolidated Entity Parent Entity
2006
\$000
2005
som
2006
\$000
2005
\$900
Provisions (continued)
Movements
(i) Restructuring
Opening balance 23,319 115,879
Additional provision 6.014
Payments made (10,086) (89.364)
Provision released (3, 357)
Currency translation differences. 952 (8, 210)
Closing balance 10,828 23319
(ii) Orierous contrads
Opening balance 15,250 33/167
Additional provision 9,111
Payments made (5,025) (14.682)
Currency translation differences 1,203 (3,835)
Closing balance 20,539 15.250
(iii) Surplus lease space
Opening balance 10,564 14.502
Additional provision 396
Payments made (4,908) (2.960)
Provision released (2,511)
Currency translation differences 146 (1.884)
Closing balance 3,291 10.664
(iv) Contingent consideration on Aventis Behring acquisition
Opening balance
Provision recognised 328,515
Currency translation differences 9,139
Clesing balance 337,654
(v) Claims provision including IBNR
Opening balance 5,745 11161 5,745 11,161
Provisions utilised (4, 743) (5.416) (4, 743) (5, 416)
Closing balance 1,002 5/45 1,002 5.745
ЩЩ
(vi) Other
Opening balance
000000000000000000000000000000000000000
2,187 4,681 1,131 1,250
Accitional provision 1,101 2.053 74,575 3127 I
Payments made (1,539) (4.089) (74, 396) (1,396)
Currency translation differences 52 (364)
Closing balance 1,801 2.18T 1,310 - 1781
20 Deferred government grants
Current deferred income 371 296 371 296
Non-current deferred income 4,093 2664 4,093 2,664
4,464 2.960 4,464 2.960

33

W

mik WW

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

Maria Maria Bara

Notes to the Financial Statements continued

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2006 2005
\$000 \$000
21 Contributed cauty
Ordinary shares issued and fully naid. 994.101 994.101

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 proxy, at a meeting of the company.

2006 2005
Number
of shares
\$000 Number
of shares.
5000
Movement in ordinary shares on issue
Opening balance 188,272,370 1.223.466 196 448 377 1.502.417
Share buy back, inclusive of cost (i) (8,000,000) $(281,538)$ (10,000,000) 1317 TOUT
Shares issued to employees through participation
in SESOPJIII
1,553,870 49.917 GR5-2101 15.628
Shares issued to shareholders though participation.
in Dividend Recruestment Plan (III)
770457 21.442
Shares issued to employees through participation in GESP (iv) 62.779 1.794 -68.326 1.342
Share Based payments reserve transfer (see note 22). 462 432
Closing balance 181,889,019 994.101 188.272.370 1,223,466

MANAGEMENT SERVICE SERVICE SERVICE

(i) As part of its continuing capital management program, the Company purchased 8,000,000 ordinary shares on market
at an average price of \$35.16 per share, with prices ranging from \$34.25 to \$36.44. The share buy back was

During March, April and May 2005, the Company purchased 10,000,000 crdinary shares on market as part of its ongoing capital management program. Of these 8.871.306 were cancelled prior to 30 June 2005 and 1,128.694 cancelled
subsequent to 30 June 2005. The share 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.

Consciidated Entity Parem Erany
2006
\$000
2005
\$000
2006
\$000
2005
3400
(ii) Options exercised under SESOP II as disclosed in note 25 were as follows:
0 issued at \$8.93 893 893
0 Issued at \$10.82 631 631
52,200 issued at \$12.19 636 1.398 636 1.398
$0$ issued at $\$13.23$ $-1.102$ 5.192
17,000 issued at \$20.84 354 1417 354 1411
12,000 issued at \$21.01 252 1008 252 1.008
40,000 issued at \$23.07 923 3.691 923 3.691
459,610 issued at \$27.97 12,855 420 12,855 420
467.589 issued at 134.04 15,917 976 15,917 978
18,000 issued at \$20.67 372 372
24.800 Issued at \$49.94 1,239 1,239
462 680 issued at \$37.54 17,369 17,369
49,917 15.628 49.917 15.628
(iii) Shares issued to shareholders under the Dividend
Reinvestment Plan
21.442 21.442
21.442 ٠ 21,442

CSI, Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

Consolidated Emiry Parent Entity
2006
\$000
2005.
SOUG
2006
\$000
2005
%000
21 Contributed equity (continued)
(iv) Shares issued to employees under Global Employee
Share Plan (GESP) as disclosed in note 26 were as follows:
$-29.789$ issued at $$27.59$ on 9 September 2005 822 649 822 549
- 32,990 issued at \$29.46 on 8 March 2006 972 793. 972 793
1,794 1.342 1,794 1.342
22 Reserves
Share based payments reserve (I) 13,452 2803 13,452 2.603
Net unrealised gains reserve (ii) (101) (101)
Foreign currency translation reserve (iii) (69, 118) (185.809)
(55, 767) (183,006) 13,351 2,803
Movement reconciliation
(i) Share based payments reserve
Opening balance 2,803 941 2,803 941
Share based payments expense
Deferred tax on share based payments
4,684
6,427
2.294 4,684
6.427
2,294
transfer to contributed equity (462) (432) (462) (432)
!!!!!!!!!!
Closing balance 13,452 2.803 13,452 2.803
(ii) Net unrealised gains reserve
Opening balance
Unrealised rosses on revaluation of available for sale investments (101) (101)
Crosing balance (101) (101)
(iii) Foreign currency translation reserve
Opening balance
(185, 809)
Net exchange gains/losses) on translation of foreign
subsidiaries, net of hedge
116,691 (196,973)
Realised exchange loss on disposal of foreign subsidiaries
reclassified to the income statement, net of hedge
11 164
Closino balance (69.118) (185, 809) 8888888

Nature and purpose of reserves

(i) Share based payments reserve

The share based payments reserve is used to recognise the fair value of options, performance rights and global employee share plan rights issued but not exercised. Amounts are transferred to contributed equity when options and other equity instruments are exercised.

(ii) Not unrealised gains reserve

The net unrealised gains reserve is used to recognise the cumulative changes in the fair value, net of tax, of investments that are classified as available for sale. Amounts are recognised in profit or loss when the associated assets are sold or impaired.

(iii) Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations and exchange gains and losses arising on those foreign currency borrowings which are designated as hedging the Company's net investment in foreign operations.

CSL Limited and its controlled emities

Notes to the Financial Statements continued
for the year ended 30 line 2006

Consulidated Fritty Patent Entity
2006
\$000
2005
\$990.
2006
\$000
2005
SOM.
23 Retained earnings
Opening balance 1,068,065 681377 258,067 287.684
Net profit for the year 117,357 481.174 16,034 55,295
Dradends (124, 394) (84, 950) (124, 394) [64,950]
Actuarial gain/(loss) on defined benefit plans (15, 877) (24, 320) 2,053 55
Deferred tax on actuanal gain/(loss) on defined benefit plans 6,319 $6 - 184$ (616) (17)
Closing balance 1,051,470 1.068.065 151,144 258.067
(a) Dividends paid
Dividends recognised in the current year by the Company are:
Final ordinary dividend of 30 cents per share, fully franked,
paid on 10 October 2005 (2005: 26 cents per share, fully franked) 55,113 51,249 55,113 51,249
Special dividend of 10 cents per share, tranked to 1.78 cents,
paid on 10 October 2005 (2005: Nil cents per share)
18,371 18,371
Interim ordinary dividend of 28 cents per share, unfranked,
paid on 13 April 2006 (2005: 17 cents per share, fully franked). 50,910 33/101 50,910 33.701
124,394 84.960 124,394 84.950
(b) 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 40 cents
per share, unfranked (2005; ordinary dividend of 30 cents per
share fully franked, special dividend of 10 cents per share franked
to 1.78 cents per share). The acgregate 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 13 October 2006 out of
retained earnings at 30 June 2006, but not recognised as a liability 72,756 13,538 72.756 13.538
(c) Tranking credit balance
There are no amounts 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
debts attaching to the final dividend not recognised at year end.
24 Loury
lotal equity at the beginning of the financial year. 2,108,525 2 184 135 1,484,336 291,042
lotal recognised income and expense for the year attributable
to equity holders.
224,389 274 665 17,370 56.333
Movement in contributed equity (229, 365) (278.201) (229, 365) (278.951)
Dividends (124, 394) (84,950) (124, 394) (84.950)
Realised exchange differences on disposal of foreign subsidiaries
reclassified to the income statement, net of hedge 11,164
Movement in share based payments reserve
lotal equity at the end of the financial year.
10,649
1,989,804
1.662
2,108,525
10,649
1,158,596
1.862
484 336

8888888888

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

Consolidated Entity Parent Entity
Mores 2006
\$000
2005
4000
2006
\$000
2005
9000
25 Employee benefits
A reconciliation of the employee benefits recognised is as follows:
Retrement benefit assets - non-current (note 15) 3.514 -50 1.840
Retrement benefit labilities - current frote 151 4,635
Provision for employee penefits - current innie 19) 66.237 47.198 24,805 16.717
Retrement benefit lianities - non-current mote 15) 90.588 95.667 159.
Provision for employee benefits - non-current (note 19) 52.586 56.174 4.221 10.646
lotal employee benefits liabilities. 214.046 199.039 29,026 27.522
The number of full time equivalents employed at 30 June. 7.575 6.474 1.427 1253.

(a) Defined benefit plans

The consolidated entity sponsors a range of defined benefit superannuation plans that provide pension benefits for its worldwide. employees upon retirement. Entities of the consolidated entity who operate the defined benefit plans contribute to the
respective plans in accordance with the Trust Deeds, following the receipt of actuarial advice.

Consolidated Entity Parent Fraity
2006
\$000
2005
\$000
2006
\$000
2005
\$000
Movements in the net liability/(asset) for defined benefit
obligations recognised in the balance sheet
Net liability/(asset) for defined benefit obligation:
Opening balance 95.617 115,565 159 533
Contributions received (38, 732) (11.879) (1,898) (2,336)
Benefits paid (1, 849) (1888)
Expense/(benefit) recognised in the income statement (refer below). 14.218 (18,799) 1,952 2.017
Actuarial (gams)/losses recognised in equity 15,877 24 320 (2,053) (55)
Liabilities transferred 60 (171)
Currency translation differences 6,518 (11.531)
Closino balance 91.709 96.617 (1, 840) 158
Net hability/(asset) for defined benefit obligation is reconciled
to the balance sheet as follows:
ketirement benefit assets - non-current (note 15) (3, 514) 1501 (1, 840)
Retrement benefit labilities - current frate 15) 4,635
ketirement benefit liabilities - non-current mote 15) 90.588 95.661 169
Net lability 91.709 98.617 (1, 840) 159
Amounts for the current and previous periods are as follows:
Defined benefit collgation 477,637 421,658 26,903 26.199
Plan assets 385.928 325.941 28,743 26,040
Surplus/Ideficit) (91, 709) (96.61J) 1,840 ---------------------------------------
Experience adjustments on plan liabilities (10, 562) (30,269) 959 11.1 I S)
Experience adjustments on plan assets (5, 316) 5,969 1.094 11 ZO
Actual return on plan assets 11,924 25.129 2,910 2812

The consolidated entity and the Company have used the AASB 1 exemption and disclosed amounts under AASB 1 20A(p)
above for each annual reporting period prospectively from the AIFRS transition date (1 July 2004).

CSL Limited and its controlled entities

Notes to the Financial Statements continued
for the year ended 30 June 2006

Consolidated Entry Parem Entity
2006 2005 2006 2005
\$000 :000 \$000 \$000
25 Employee benefits (continued)
(a) Defined benefit plans (continued)
Changes in the present value of the defined benefit obligation
are as follows:
Opening balance 421,558 453,397 26,199 24.207
Service cost 14,514 18,752 2,627 2.412
interest cost 16,006 19.643 1,141 1,241
Contributions by members 3,086 3,769
Actuarial (gains)/losses 10,562 30,289 (959) 1,116
(Gains)/losses on curtalments (41623)
Benefits paid (12, 837) (16, 542) (1,593) (2.225)
Otter inovernents 486 (723) (512) (557)
Currency translation differences 24,262 (45, 399)
Closing belance 477,637 421.556 26,903 26.199
The present value of the defined benefit obligation comprises:
Present value of wholly unit inded obligations 81,034 63.281
Present value of funded obligations 396,603 358.271 26,903 26.199
477,637 421.556 26,903 26,199
Changes in the fair value of plan assets are as follows:
Opening balance 325,941 337 832 26,040 23674
Expected return on plan assets 17,240 19,160 1,816 1642
Actuanal gains/(losses) on plan assets (5, 316) 5.969 1,094 1120
Contributions by employer 38,732 11.879 1,898 2,336
Contributions by members 3,087 3/169
Benefits paid (10, 988) (14,654) (1, 593) (2, 225)
Gans/Josses) on curtailments (3, 589)
Other movements (512) (557) (512) (557)
Currency translation differences 17,744 (32.868)
Closing belance 385,928 325,941 28,743 26.040
The major categories of plan assets as a percentage of total
plan assets is as follows:
Cash 15.7% 0.4% 8.1%
Equity instruments 28.9% 48.4% 59.9% 60.1%
Debt insulaments 44.8% 38.6% 22.3% 10.2%
Property 8.8% 10.3% 9.7% 29.1%
Other assets 1.8% 23%
100.0% 100.0% 100% 100.0%
Expenses/(gains) recognised in the income statement
are as follows:
Current service costs 14,514 18.762 2,627 2,412
16,006 19.643 1,141 1.241
Interest on obligation
Expected return on assets
Losses/(gains) on curtailments and settlements
(17, 240) (10,160)
(38.034)
(1, 816) (1.642)
Past service costs 938
14,218 (16 799) 1,952 2,017
The defined benefit plan expenses/(gains) are recognised in general and administration expenses in the income statement.

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

$\mathbb{S}4$ CSL Limited Annual Report 2005-2006

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 line 2006

2006
2005
2006
2005
Consolidated Entity Parent Entity
\$000 \$000 \$000 5000
25 Employee bondits (continued)
(a) Defined benefit plans (continued)
The principal actuarial assumptions at the balance sheet
date (expressed as weighted averages) are as follows:
45%
4%
4.9%
4.2%
Discount rate
6.2%
7.0%
7.0%
5.8%
Expected return on assets and expected long-term rate of return on assets.
5.0%
2.4%
2.6%
5.0%
Future salary increases
0.2%
0.6%
5.0%
Future pension increases

The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories.

Surplus/(deficit) for each defined benefit plan on a funding basis

Plan Contribution
Plan
assets'
Accrued
benefit 1
surplus/ recommended
(deficity) ${per\, year}$ 2.3
Consolidated Entity - June 2006
CSL Superannuation Plan (Australia)* 28.743 (26, 903) 1.840 2,093
ZEB Bioplasma AG Pension Fund (Switzerland) 222,181 (220, 506) 1.675 8,433
ZEB Behring Pension Plan (US PP) 82.102 (86, 657) (4, 555) 4,555
ZEB Behring Uaion Pension Plan (US UPP) 52,902 (62, 537) (9,635)
ZLB Behring GmbH Pension Plan (Germany). ٠ (69, 779) (69, 779)
ZEB Pharma GmbH Peasion Plan (Germany) (1,819) (1, 819)
ZLB Behring KG Pension Plan (Germany) (2,932) (2, 932)
ZLB Plasma Services GmbH Pension Plan (Germany) (146) (146)
ZEB Behring KK Retirement Allowance Plan (Japan) ٠ (6, 358) (6, 358)
385,928 (477, 637) (91,709) 15,081
Consolidated Entity - June 2005
CSL Superannuation Plan (Australia) 26,040 (26.199) (159) 2,113
ZLB Bioplasma AG Pension Fund (Switzerland) 193.689. (193,638) 50. 8 386
ZLB Behring Pension Plan (US PP) 62158 173.1901 111.0321
ZLB Behring Union Pension Plan (US UPP) 44.055 (65.244) (21, 180)
2LB Behring GmbH Pension Plan (Germany) ${1,4,144}$ 454 144
ZLE Pharma GmbH Pension Plan (Germany) (1.472) (1.472)
ZLB Behring KG Pension Plan (Germany) (1.879) (1.870)
2LB Plasma Services GmbH Pension Plan (Germany) (120) (120)
ZLB Behring KK Retirement Allowance Plan (Japan) (SC/2) (5,6/2)
325.941 (421.558) 195 B I A 10499

Plan assets at net market value, and accrued benefits have been calculated at 31 May 2006 (prior year: 30 June 2005),
being the date of the most recent financial statements of the plans.

Genetally contribution recommendations for actively funded plans is based on a methodology that will achieve
and maintain a target level of 100% - 105% coverage of vested defined benefit liabilities. The level of contribut

The principal economic assumptions used in making these recommendations include.

Consolidated Entity Parent Emma
2006
2005.
2006
2005
\$000 \$000
Expected return on plan assets. 5.8% 7.0%
Full the salary moreases. 2.6% 5.0%

The CSL Superannuation Plan (Australia) is also the defined benefit plan of the parent entity On 1 June 2006 the
CSL Superannuation Plan ceased operation as a stand alone fund. The Assets and Liabilities of the Plan were t

CSL Limited and its controlled entities Notes to the Financial Statements continued

for the year ended 30 June 2006.

25 Employee benefits (continued)

(b) Defined contribution plans.

The consolidated entity and parent entity makes contributions to various defined contribution superarmuation plans. The amounts recognised as an expense for the year ended 30 June 2006 was \$19,638,000 and \$9,610,000 respectively (2005) \$14,480,000 and \$8,631,000il

26 Share based payments

(a) Share based payment schemes

The Company operates the following schemes that entities key management personnel and senior employees to purchase shares in the company.

Serior Executive Share Ownership Plan (SESOP)

The Company has an option arrangement (Senior Executive Ownership Plan (SESOP)) where options were granted before 7 November 2002. AASB 2 has not been applied to these options in accordance with the transitional provisions of AASB 1. There are no outstanding SESOP opticns, however some interest free loans associated with exercised options remain (refer note 8 for details)

Revised Senior Executive Share Ownership Plan (SESOP II)

The establishment of the SESOP II 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

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.

AASB 2 has only been applied to those options that were issued after 7 November 2002 in accordance with the transitional provisions of AASB 1.

Employee Performance Rights Plan (Performance Rights)

The establishment of the Employee Performance Rights Plan (Performance Rights) 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 Flurdies 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.

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.

26 Share based payments (continued)

(b) Outstanding share based payment equity instruments

The number and exercise price for each share based payment scheme outstanding is presented as follows. All options are settled by physical delivery of shares.

Opening Closing Exercise Expiry Vested at
June 2006 Batance Granted Exercised Forfeited Lapsed balance Price ďate 30 June 2006
SESOP II
(by grant date)
16 November 1999* 17,000 (37,000) \$20.84 16-Nov-06
28 February 2000* 12,000 (32,000) \$23.01 28-Feb-07
9 February 2000* 40,000 $\overline{a}$ (40,000) $\overline{a}$ \$23.07 09-Feb-07
2 August 2000* 558,980 Ĭ. (467, 580) (41, 100) 50,300 \$34.04 02-Aug-07 50,300
20 June 2003* 634,400 (462, 680) (28, 300) 143,420 \$37.54 20- kun-08 143,420
21 August 2001* 90,000 90,000 \$49.31 20-Aug-08 90,000
23 August 2001* 126,000 (41,000) ×, 85,000 \$37.54 22-Aug-08 85,000
18 October 2001* 5,000 (5,000) ł, \$43.51 20-Aug-08
10 December 2001* 63,000 (24, 800) 38,200 \$49.94 09-Dec-08 38,200
28 January 2002* 20,000 (20,000) $\overline{\phantom{a}}$ \$47.20 28- i an-09
23 July 2002* 1,013,700 L (459, 610) í, 554.090 \$27.97 23-lui-09. 554.090
16 October 2002* 30,000 $\overline{a}$ (18,000) ÷, 32,000 \$20.67 16-Oct-09 12,000
1 July 2003 392,900 (52,200) 340,700 \$12.39 03-kil-10
3,002,980 $-$ {1,553,870} (135, 400) $-1,313,710$
Performance Rights
(by grant date)
16 October 2003 50,000 50,000 27-Oct-10
15 December 2003 128,600 L, 128,600 27-Oct-10
28 April 2004 60,000 60,000 翅形 31-Mar-11
21 June 2004 132,300 (15,700) 116,600 31-Mar-11
29 October 2004 83,400 (800) J. 82.600 25-Aug-13
15 July 2005 ÷, 55,000 Ĭ. 55,000 07-lan-12
7 September 2005 346,750 (8,000) 338,750 刘雨 07-Jun-12
7 March 2006 52,500 52,500 20-Dec-12
6 April 2006 40,850 40,850 20-Dec-12
454,300 495,300 (24, 500) $\overline{a}$ 924,900
GESP
(by grant date)
1 March 2005 29.789 $\overline{\phantom{a}}$ (29, 789) \$27.59 31-Aug-05
1 September 2005 $\overline{a}$ 32,990 (32,990) $\frac{1}{2}$ \$29.46 28-Feb-06
1 March 2006# $\overline{\phantom{a}}$ 22,072 22,072 \$44.17 31-Aug-06
29,789 55,062 (62, 779) ×, 22,072
Total 3,487,069 550,162 (1,616,649) (159.900) $-2.260.682$

* AASB 2 has not been applied to these options as they were issued before 7 November 2002.

As noted above, the exercise price at which GESP plan shares are issued is calculated at a 15% discount to the lower of the ASX inarket price on the first and last dates of the contribution period. Accordingly the exerci

The weighted average share price at the dates of exercise, by equity instrument type, is as follows:
SESOP B 847.99
Performance Rights
GESP \$44.18
.

CSL Limited and its controlled emities Notes to the Financial Statements continued for the year ended 30 line 2006.

26 Share based payments (continued)

(b) Outstanding share based payment equity instruments (continued).

ltne 2005 Opening
Gatanee
Granted
Exemised
Fortened
Lapsed Closing
balance
Exercise
Price
Expiry
ann.
Vested at
30 have 2005
SESOP II
(by grant date)
20 November 1997 4 100,000 (100,000) -68.93 20 Nov-04
14 kuly 1998 4 68.310 52.310 \$10.82 14-11-05
13 kily 1990* 392,480 (392, 480) 88 \$13.23 13-дл-06
16 November 1999 85,000 (68.000) 41 17,000 \$20.84 16 Nov 06 17000
28 February 2000* 60,000 (48.000) 12,000 \$21.01 $28 - 60$ 12.000
9 February 2000 200,000 (160,000) 40,000 \$23.07 09-feb-07 40,000
2 August 2000* 612.700 (28/20)
ŗ,
(25,000) 568.980 \$34.04 $02 - A_{11} 07$ 558,080
20 June 2001 * 649,500 115,7001 634 400 \$37.64 20 Am 08 634.400
21 August 2001* 90.000 90,000 \$49.31 20-Aug-08 9000
23 August 2001* 198,000 (12,000) 126,000 \$37.54 22-Aug-08 126,000
18 October 2001 f 5.000 5,000 \$43.61 20 Aug-08 6000
10 December 2001 f 91000 SIINININININSSE (28,000) 63.000 \$49.94 09 Dec-08 63,000
28 Ianuary 2002 20.000 20.000 34/20 28-fan-09 20,000
23 July 2002* 1,091,200 (15,000) 162.500) 11013 700 \$2191 23-10109 1.013,700
16 October 2002 * 30.000 30,000 \$20.67 16-0at-09 30.000
1 July 2003 507,600 (114,700) 392 900 \$12.19 01-a1-10
4,190,790 (985,210) (202,600) 3,002,980 2.610.080
Performance Rights
(by grant date)
mmmm
16 October 2003 50,000 60,000 ΝIΙ $270$ ch $10$
15 December 2003 153,000 124.4001 125,600 ΝIΙ $27 - 0 + 10$
28 April 2004 60.000 60.000 NI. 31 Mar 11
21 lune 2004 132,300 132,300 NJ 31-Mar 11
23 October 2004 W. 83.400 83.400 NI. 25 Aug 11
395,300 83.400 (24.400) 454.300
GESP
(by grant date)
1 September 2004 35.895
(35.895)
\$22.09 28-Feb-06
1 Marth 2006# 800028 29.789
wana
29.789 27.52 31-Aug-06
65.664
(35,800)
29.789
llotal 4.586.090 149.084.(1,021,105) (227.000) 3.487.069

ana ang mga mga mga mga mga mga mga mga mga mg

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$^*$ AASB 2 has not been applied to these options as they were issued before 7 November 2002.

As noted above, the exercise price at which GESP plan shares are issued is calculated at a 15% discount to the lower of the ASX
market price on the first and last dates of the contribution period. Accordingly the exercis issued is not yet known (and may differ from the assumptions and fair values disclosed below). The above disclosures are estimated based on information available as at 30 June 2005.

The weighted average share price at the dates of exercise, by equity instrument type, is as follows:

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
s sopal www The Search Control
Performance Rights and Committee Rights
All Andrew Communications
YAKKO . ---------------------------------------

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

26 Share based payments (continued)

(c) Valuation assumptions and fair values of equity instruments granted

The fair value of services received in return for equity instruments granted are measured by reference to the fair value of equity instruments granted. The estimate of fair value of the services received is measured based on a combination of the Binomial and Black Scholes option valuation methodologies. The expected vesting period of equity instruments is also used as an input into the valuation model applied.

The following tables summarise the assumptions and fair values of unexercised equity instruments issued after 7 November 2002.

Expected Risk free
Fair Value ® Share
Price
Exercise
Price
Expected
volatility 2
Life
assumption
dividend
vield
interest
rate
SESOP II
(by grant date)
1 July 2003 \$4.58 \$12.08 \$12.19 37.0% 3-5 years 2.5% 5.60%
Performance Rights
(by grant date)
16 October 2003 \$10.52 \$16.25 Ni 37.0% 4 years 2.5% 5.61%
15 December 2003 \$11.33 \$17.51 Ni 37.0% 4 years 2.5% 5.79%
28 April 2004 \$15.14 \$22.91 Ni 35.0% 4 years 2.0% 5.71%
23 June 2004 \$14.34 \$21.72 Ni 34.0% 4 years 2.0% 5.63%
29 October 2004 \$20.69 \$28.80 Ni 34.0% 4 years 2.0% 5.32%
15 July 2005 \$24.53 \$34.90 Ni 27.0% 4 years 3.5% 5.19%
7 September 2006 \$24.40 \$34.75 Ni 27.0% 4 years 1.5% 5.10%
7 March 2006 \$43.58 \$53.25 Ni 27.0% 4 years 1.5% 5.37%
6 April 2006 \$42.97 \$53.41 Νß 27.0% 4 years 1.5% 5.51%
GESP
(by grant date) 3
1 September 2004 \$5.97 \$26.03 \$22.09 34.0% 6 months 2.0% 5.70%
1 March 2005 \$7.60 \$33.11 \$28.14 34.0% 6 months 2.0% 5.70%
1 September 2006 \$6.19 \$34.52 \$29.46 27.0% 6 months 1.5% 5.10%
1 March 2006 \$10.89 \$51.97 \$44.17 27.0% 6 months 3.5% 5.37%

Equity instruments are granted under a service condition and, for equity instruments issued under the SESOP II plan, a non-market performance condition. Such conditions are not taken into account in the grant date fair value measurement of the services received. The market conditions associated with equity instruments issued under the SESOP II and Performance Rights plans are incorporated into the determination of the fair value at grant date.

The expected volatility is based on the historic volatility (calculated based on the remaining life assumption of each equity instrument), adjusted for any expected changes to future volability due to publicly available information.

The fair value of GESP equity instruments is estimated based on the assumptions prevailing on the grant date. In accordance with the terms and conditions of the GESP plan, shares are issued at the lower of the ASX market price on the first and last dates of the contribution period.

for the year ended 30 lune 2006.

27 Key management personnel disclosures.

The following were key management personnel of the consolidated entity at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period.

Executive directors

B A McNamee (Chief Executive Officer and Managing Director)

A M Cipa (Finance Director)

Non-executive directors

P H Wade (Chairman)

J Akelurst

MIRSS

E.A. Alexander and the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contrac

LA Renard

M A Renshaw

K I Roberts

1 Shine (appointed 1 June 2006) [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [

A C Webster

Executives

P Turner (President, ZLB Behring)

C Armit (President, CSL Pharmaceutical)

P Bordonaro (President, CSL Bioplasma)4

A Curinbertson (Chief Scientific Officer)

P Turvey (Company Secretary and General Counsel)

K Milroy (General Manager, Human Resources)6

1 Glaria (President, CSL Bioplasma)*

A von Bibra (General Manager, Human Resources ).6

+ During the year the role of President of CSL Bioplasma transitioned from Mr Bordonaro to Mr Giarla.

maanaalassa massa

4 During the year the role of General Manager of Human Resources transitioned from Mr Milroy to Ms von Bibra. The disclosures below for Ms von Bibra are for the period from 23 January 2006 to 30 June 2006.

animilli

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

27 Key management personnel disclosures (continued)

2002/02/02/02/20

Total compensation for key management personnel

Consolidated Entry Parent Entity
2006
\$
2005
Ķ.
2006
\$
2005
Ϋ́.
Short term
Salary and Fees. 6,192,904 6 319 102 5,306,879 6,310,610
Short term incentive cash corius. 4,271,247 5.034.110 3,384,564 4271670
Non-monetary benefits 365,655 286.591 331,271 282.419
lotal. 10,829,806 11 639 803 9,022,714 9864699
Post-employment
Superannuation benefits 520,348 446,034 441,652 367,834
fotall 520.348 446.094 441.652 367,834
Other long-term - Long service
leave and equivalents
447.035 652,321 361,843 256.381
Share-based payments
Equity settled shares / units 1,625,820 720,877 1,416,676 637,363
Equity settled options / nants 998,719 903.581 840.379 703.579
2,624,539 1.624.458 2,257,055 1,340,942
Total 14,421,728 14.362676 12,083,264 1.820.856

The consolidated entity has applied the relief granted in Regulation 2M of the Corporations Act to disclose certain compensation
Information required by AASB 124 Related Parties Disclosure in respect of key management pers

Loans to key management personnel and their related parties (consolidated entity)

Details regarding the aggregate of loans made, guaranteed or secured by any entity in the consolidated entity to key management personnel and their related parties, and the number of individuals in each group, are as follows:

Opening
balance
S.
Interest
charged
Closing
balance
¢,
Mumber
ли скоша:
Total for key management personnel 2006 5.982.000 149.000 5.385.000 10.
2005 3.812.000 143.000 5,982,000 12.
Total for other related parties 2006 $\sim$
2005.
Total for key management personnel 2006. 5.982.000 149.000 5,385,000 10.
and their related parties 2005. 3.812.000 143000 5,982,000 12.

an an an Aonaichte

anan 1111

a a a chuid ann an

CSL Limited and its controlled entities. Notes to the Financial Statements continued

for the year ended 30 June 2006.

27 Key management personnel disclosures (continued)

Loans to key management personnel and their related parties (continued)

Details regarding loans outstanding at the reporting date to key management personnel and their related parties at any time during the reporting period, are as follows.

Balance at
1 huw 2005
Interest
charged.
Balance at
30 June 2006
Haghest
owner
in pernod
interest rat
charged.
X. s
Executive Directors
B A McNamee 893.000 36.000 447,000 893.000 18.000
A M Cipa 48.000 2000 46.000 48.000 2.000
Key Management Personnel
Patranec 110.000 4.000 310,000 110.000 4.000
C. Armit 2537000 40.000 1,615,000 3,460,000 62.000
P Bordonaro 330.000 330.000 2000
A Cuthberson 1.008.000 37.000 1.513,000 1,784,000 91.000
P Luvey 593.000 20.000 1.702,000 1702,000 50.000
K MILOV 463,000 463,000 3.000
A von Bibra
1 Giana 11.000

mmmmmm

All of the loans relate to SESOP and SESOP II under which key management personnel 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 this plan. No grants of options have been made under SESOP II since July 2003.

Loans to key management personnel relating to SESOP are interest free. Loans relating to SESOP II are charged interest at a concessional average rate of 2.5%. 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 7.82%.

Other key management personnel transactions with the company or its controlled entities

The key management personnel 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 relationships, including property leases and collaborative research arrangements. 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.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

27 Key management personnel disclosures (continued)

Options and rights over equity instruments granted as compensation The movement during the reporting period in the number of options and rights over ordinary shares in the Company held directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:

SESOP and SESOPIE
Quaems
Balarice at
1 luly 2005
Number:
Granted
Mumber
Exercised
Munher
Lapse of
FortKied
Balance at
30 June 2006
Munber
vested during
the year
Vested and
exercisable
at 30 June 2006
Executive Directors
B A McNamee
А М Ста 75.000. 50.000 25.000 15.000 25.000.
Executives
Patrick 175.000 145000 30.000 65.000
C Arrut 90.000 40.000 50,000 70.000 30.000
P Bordonaro 76.000 75.000 15.000
A Cuthbertson 87.000 57.000 30,000 57,000
Pillurvey 100.000 80.000 20,000 40.000
K Miroy 70.000. 28.000 42,000 7.000
Tuskaria. 103.500. 45.000 58.500 54.000 36.000
A von Bibra -39.600 21.120 18,480 6.280
lotal 816.100 541.120 273,980 328.280 91.000

No SESOP or SESOP II options were granted in the current year. No SESOP or SESOP II options have been granted since the end of the financial year. The options have been provided at no cost to the recipients.

No options held by key management personnel are vested but not exercisable.

For further details, including the key terms and conditions, grant and exercise dates for options granted to executives, referincte 26.

Manifestania

______________________________________

an an an Aonaichte

TANA ARA

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 lune 2006.

  1. Key management personnel disclosures (continued)
,,,,,,,,,,,, balance at Mumber Balance at
Performance Rights 1 July 2005 Granted. 30 June 2006
Executive Directors
B A McNamee 70.000 77500 147,500
A M Cipa 40.000 30.000 70,000
Executives
$P$ if $a$ a.e. 24.800 29.660. 54,350
C Arrut 14.400 7450 21,850
P. Bordonaro 20.800 7.450 28,250
A Cuthbertson 33. 100. 14,250 25,350
Pillavey 17 100 10.250. 27,350
К Миру $-800$ 4.450 10,250
J Giarla 6.000 6,850 12,850
A von Bibra 1.500 3.300 4,800
Total 211,500 191,050 402,550

Performance Rights were granted during the current year as follows

Date granted Ехрігу
date
Exercise
price
Fair
value
15 July, 2005 7 June 2012 Ni \$24.53
7 September, 2005 7 June 2012 Na \$24.40
7 March, 2006 20 December 2012 Νi \$43.58
6 April, 2006 20 December 2012 Na \$42.97

No Performance Rights have been granted since the end of the financial year. The Performance Rights have been provided at no cost to the recipients.

No Performance Rights held by key management personnel have vested.

For further details, including the key terms and conditions, grant and exercise dates for all Performance Rights granted to executives, refer note 26.

Modification of terms of equity-settled share-based payment transactions

No terms of equity-settled share-based payment transactions (including options and performance rights granted as compensation to a key management person) have been altered or modified by the issuing entity during the reporting period.

CSL Limited and its controlled entities Notes to the Financial Statements continued

for the year ended 30 lune 2006.

27 Key management personnel disclosures (continued)

Exercise of equity instruments granted as compensation

During the reporting period, the following shares were issued on the exercise of options or performance rights granted
as compensation:

30 June 2006 Paid 30 June 2005
Date Option
Granted
Number
of shares
per share
\$
Date Ootton
Gramed
Number
of sharps.
Paid new
share.
Æ.
Directors
B A McNamee н November 1997 100.000 \$8.93
A M Cipa August 2000 50,000 \$34.04 July 1998 6.054 \$10.82
July 1999 20.000 \$13.23
Executives
F Turnet July 2002 45,000 \$27.97 $h$ ny 1998. 10.192 \$10.82
August 2000 100,000 \$34.04
C Armit February 2000 40,000 \$23.07 February 2001 160.000 \$23.07
P Bordonaro August 2000 75,000 \$34.04 July 1998 6.000 \$10.82
A Cuthbertson February 2000 12,000 \$21.01 huy 1999 20.000 \$1323
July 2002 45,000 \$27.97 February 2000 48.000 \$21.01
E liney August 2000 50,000 \$34.04 lulv 1998 5.024 \$10.82
July 2002 30,000 \$27.97 huv 1999 20,000 \$13.23
K Milroy June 2001 28,000 \$37.54 luv 1999 14.000 \$13.23
1 Giarla July 2003 45,000 \$12.19 July 1999 36.000 \$13.23
A von Bibra June 2001 21,120 \$37.54
Total: 541,120 446.070

There are no amounts unpaid on the shares as a result of the exercise of options or performance rights.

Balance at Options/Performance Rights Other changes Balance at
Movemerts in shares 1 Luy 2005 Exercised during year during year 30 June 2006
Executive Directors
B A McNamee 343.511 (50,000) 293,511
AMCpa 8.547 50.000 (50,000) 8,547
Non-Executive Directors
P H Wade 30 910 1,241 32,151
Akenurst 6,313 531 6,844
L. A. Alexander 6,516 531 7,047
1 A Renand 6373 531 6,904
MA Renshaw 659 531 1,190
Ki Roberts 5838 (469) 5,369
A C Webster 8.842 531 9,373
Executives
Pillumer 12,242 145,000 1145.0001 12,242
C Armit 110910 40,000 (80,000) 70,910
P Bordonaro 26.760 75,000 (101,000) 760
A Cuthbertson 48.379 57.000 (46,000) 57,379
Pilavey 46,971 8000 (15, 713) 51,258
К Мігоу 36,603 28.000 (62, 832) 1,771
1 Giarla 45,000 (45,000)
A von Bibra 1.283 21.120 (21.765) 638
Total 100657 541.120 675,883 565,894

There have been no movements in shareholdings of key management personnel between 30 lune 2006 and the date of this report.

28 Non key management personnel related party disclosure

Ultimate Controlling Entity

The ultimate controlling entity is CSL united.

Identity of related parties

The parent entity has a related party relationship with its subsidiaries (see note 31) and with its key management personnel (see note 27)

Other related party transactions

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

Wholly owned subsidiatios

  • * 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 intercompany loan accounts and may be subject to extended payment terms.

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

Partly owned subsidiaries

· No transactions occurred during the year.

Amounts payable to and receivable from parties in the partly owned subsidiaries are set out in the notes to the financial statements.

Transactions with key management personnel and their related parties

Disclosures relating to key management personnel are disclosed in note 27.

Transactions with other related parties

During the year, the parent and subsidiaries made contributions to defined benefit and contribution superannuation plans as disclosed in note 25.

Ownership interests in related parties

The ownership interests in related parties in the consolidated entity are disclosed in note 31. All transactions with subsidiaries have been eliminated on consolidation.

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 lune 2006.

Consolidated Entity Parent Indry
2006
S
2005 2006
s
2005
Æ.
29 Remuneration of Auditors
Amounts received, or due and receivable, for the audit and review
of the financial reports of the parent entity and its subsidiaries by:
tra a King
Ernst & Young related practices
751,500
2,541,364
590.217
2,391,655
751,500 590.217
3.292.864 2.981.872 751.500 590.217
Amounts received, or due and receivable, for the other services.
in relation to the parent entity and its subsidiaries by
Ernst & Young
due diligence / completion audits
accounting advice
16,000 488.408
67.600
16,000 488.408
67.500
compliance and other audits. 13,050 46.764 13,050 46,764
Emst & Young related practices
due oligence / completion audits
accounting advice
19.695
complance and other auclits. 181,193
210,243 622.367 29,050 602.672
3,503,107 3604.239 780,550 1.192.889

30 Commitments and contingencies

Consolidated Entity Parent Entity
2006
\$000
2005
SOCIO-
2006
\$000
2005
ROOD
(a) Operating leases
Non-cancellable operating lease rentals are payable as follows:
Not later than one year. 35.667 31.889 1.259 1433.
Later than one year but not later than five years 86.466 86.222 2.084 2613.
Later than twe years 117.482 132.2681 370 378.
239.615 250 370 3.713 2.430

Operating leases entered into relate predominantly to leased land and rental properties. Rental payments are predominantly
Tixed, but generally contain inflation escalation clauses on which contingent rentals are determine

(b) Finance leases

Future minimum lease payments are payable as follows:
Not later than one year 4.771 4,242
Later than one year but not later than five years. 17,416 16.614
Later than twe years 49,160 49.095
lotal minimum lease payments 71.347 69.951
Future aname charges (29, 826) (29.710)
Finance lease liability 41,521 40.241
The present value of finance lease liabilities is as follows:
Not later than one year. 2.198 1.850
Later than one year but not later than five years. 8.372 7.969
Later than tive years 30,951 30,422
41,521 40.243
Finance lease - current liability (refer note 17) 2.111 1756
Finance lease - non-current liability liefer note 17 39.410 38.485
41.521 AC 241

Finance leases entered into relate predominantly to leased plant and equipment. Lease payments are generally fixed for the life
of the agreement. At the end of the lease term, the consolidated entity has the option to purc leasing activities.

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

Consolidated Entity Parent Entity
2006
\$000
2005
3000
2006
\$000
2006
SOOO
30 Commitments and contingencies (continued)
(c) Total lease hability
Current
Finance leases (refer note 17) 2,111 1756
Surplus lease space (refer note 19)
mmummummes
2,343 6.720
4.454 84/6
Non-aurent
Finance leases trefer note 171 39,410 38.485
Surplus lease space (refer note 10) 948 3.844
40,358 42,329
44.812 50.805
(d) Capital commitments
Capital expenditure contracted for at balance date but not
provided for in the financial statements, payable,
Not later than one year
40.109 11.808 13,832 4.500
Later than one year but not later than five years
Later than twe years
8,160
48,269 11.608 13,832 4.500

(e) Contingent assets and habilities

Guarantees

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

SRAKALBRETAL S RS: Patent entry quarantee of subsidiary borrowings. 26.632 858.451
4.995
26.632 863.446

Service agreements

The maximum contingent liability 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. The maximum liability that could arise, for which no provisions are included in the financial statements is as follows:

------- ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ -682- -5.463.
. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

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 the 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 of a material amount in respect of litigation is remote. An estimate of the financial effect of this litigation cannot be calculated as it is not practicable at this stage. The consolidated entity has disclaimed liability for, and is vigorously defending, all current claims and actions that have been made.

Deed of cross guarantee

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 subsidiaries 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. Refer note 33 for details.

CSL Limited and its controlled entities Notes to the Financial Statements continued
for the year ended 30 line 2006

Country of incorporation Percentage Owned
2006
2005
!!!!!?‱
Controlled Entitles
M.
Parent Eminy
CSL Limited Australia
Subsidiaries of CSL Limited:
Cervax Pty Ltd Australia 74 74.
CSL (New Zealand) Limited New Zealand 100 100 (a)
Iscoter AB Sweden 100 100(a)
CSL International Pty Ltd Australia 100 100
CSL Finance Pty Ltd
CSL Denmark ApS
Australia
Denmark
100
100
100
$100$ $(a)$
2LB Behring AG Switzerland 100 $100$ $(a)$
ZLB GmbH Germany 100 100(a)
CSL JK Hodings Limited England 100 100(6)
ZLB Bioplasma UK Limited England 100 $100$ $(a)$
ZLB Holdings Inc. USA 160 100.
CSL Brotherapies Inc. USA 100 .lb)
ZLB Bioplasma (Hong Kong) Limited Hang Kong 100 100 (a)
ZLB Benning LLC USA 100 $100$ $(a)$
ZLB Behring Sales Force Inc. USA 100 $100$ (a)
ZLB Bioplasma fire USA 100 $100$ (a)
ZLB Behring Canada Inc. Canada 100
100
100 (a)
ZLB Behiing Brazil Comercio de Produtos Farmaceuticais Ltda
ZLB Behring KK
Brazil
Japan
100 100(a)
$100$ (a)
ZLB Behring S.A. de C.V. Мехісо 100 100 (a)
ZLB Benting S.A. France 100 100 (a)
ZLB Prama GmbH Germany 160 $100$ $(a)$
ZLB Behring Foundation for Research and
Advancement of Patient Health
USA 100 100 (a)
ZLB Behring Verwaltungs GmbH
ZLB Behring Beteiligungs GmbH & Co KG
Germany
Germany
100
100
$100$ $(a)$
100(p)
ZLB Plasma Services GmbH Germany 100 $100$ (a)
2.B Behring GrinbH taesmann 100 100(a)
ZLB Behring (Switzerland) AG Switzerland 100 $100$ (a)
1999 - Andrea Andrewski, filozof a strong a strong and a strong and a strong and a strong and a strong and a
ZLB Behring GmbH
Austria 100 $100$ $(a)$
ZLB Benang S.A. Spain 100 100(a)
ZLB Behring A.B. Sweden 100 $100$ $(a)$
ZLB Behring S.p.A. Italy 100 100(a)
ZLB Behring N.V. Belgium 100 $100\,$ (a)
4.3 Behing Lda
ZLB Betting MEPE
Portugal
Стенсе
100
100
$100$ $(a)$
100 (a)
ZLB Behring Asia Pacific Limited! Hong Kong 100 100(6)
ZLB Behring S A Argentina 100 100 (a)
ZLB Behring Holdings Ltd. England 100 $100$ $(a)$
ZLB Behing UK Ltd. England 100 $100$ $(a)$
CSL Biotherapies Asia Pacific Limited Hong Kong 100 O)

(a) Audited by affiliates of the parent entity auditors.
(b) CSL Biotherapies Inc and CSL Biotherapies Asia Pacific Limited were incorporated during the year.

anana

ammannannan

Notes to the Financial Statements continued
for the year ended 30 line 2006

Consolidated Entity Parent Entity
Noves 2006
\$000
2005
\$000
2006
\$000
2005
\$000
32 Statement of Cash Hows
(a) Reconditation of cash and cash equivalents and
non-cash financing and investing activities
Cash at the end of the year is shown in the cash flow
stotement as:
Castrat bank and on hand 7 384.064
369,630
258.528
465.314
28.066
Cash deposits
Bank overchafts
17. (5,706) (4.091) 149.224 461,769
747,988 /19/51 177.290 461.769
(b) Reconciliation of Profit after Tax to Cash Hows
from Operations
Profit after tax 117.357 481 74 16.034 56.296
Non-cash items in profit after tax
Contingent consideration 233,536
Depreciation and amortisation. 116,064 125.137 31,122 29.746
Loss / (Gain) on sale of property, plant and equipment (421) 1994 75 67
Finance costs 1.351 1,268
Unwinding of discount 7.360 9.271
Realised exchange loss on disposal of foreign subsidiaries.
reclassified to the income statement
11 164
Share based payments expense 4.684 2.294 4,684 2.294
Changes in assets and labilities, net of the effects of
purchase / disposal of subsidiaries.
Increase/decrease in trade and other receivables. 24,704 (86, 707) (16, 803) 113.988)
Increasevecrease in inventories 30,500 157972 (6.975) 6.696
(Increase/decrease in retrement benefit assets (19, 342) 921 213
lincreasei/decrease in deferred tax assets 6,809 113,235 (14, 216)
Increase/Idecrease) in trade and other payables (6,066) 31.036 10,751 892
Increase/Idecrease) in deferred government grants 1.504 2.460 1,504 2.460
Increase/Idecrease) in provisions (3,713) 122.2221 5.862 (2.316)
Increase/Inemease) in retirement benefit liabilities (5, 714) (37,060) (158) (336)
Increase/(decrease) in deferred tax liabilities 13.551 (53.024) 23.958 (5.081)
6. 522,164 805.509
231687
56,051 15/23
Less: Gain on sale of discontinued operations, net of tax 522,164 567.622 56.051 75,723
Net cash inflow from operating activities

MARKA ANDRO DE LA CALCACIÓN DE LA CALCACIÓN DE LA CALCACIÓN DE

WWW

(c) Financing Facilities

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

Consolidated Entity Parent Entity
\$000 Accessible Drawn down
SAAA
Unused
\$000
Accessible
saan
Drawn down
\$000
lmused
\$000
June 2006
Bank overdraft facility (b), (d) 10.219 5.706 4.513 4.513 4.513
Bank loan facilities (a), (d) 655.132 486,778 168.354
Total financing facilities (c) 665.351 492.484 172.867 4.513

CSL Limited and its controlled entities Notes to the Financial Statements continued

for the year ended 30 June 2006.

32 Statement of Cash Flows (continued) [1997]

(c) Financing Facilities (continued)

Consolidated Entity Parery Friday
Accessible Drawn down
-9990
ಾಂಬ AIGHT-COLL
3000
Accessible Drawn down
30000
5000 Unused
-9000
June 2005
Bank overdraft facility (b) (d) 9.383 4.091 -92 4.482 4482
Bank Ican facilities (a) (d) 658.514 458.260 200.245
lotal financing facilities (c). 667.897 462.360 205.537 4 482 4.482

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

(b) No specific explividate.

(c) The current / non-current allocation of loan facilities reflects 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.

33 Deed of Gross Guarantee

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 Onder. On 30 June 2003, and
Assumption Deed was lodged with ASIC, which joins CSL Finance Pty Ltd and RRH Biosciences Pty Ltd a 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:

Consolidated Entry
Summarked Impare Statement and Retained Earnings 2006
\$000
2005
5000
Profit before tax. 243,272 206,493
Income tax expense. (10, 268) ្រាច, 356)
Net profit. 233.004 191.137
Set out below is a summary of movements in consolidated retained earnings of the closed group:
Retained earnings at beginning of the financial year. 581.196 474.071
Net profit 233.004 191137
Actuarial gain / floss) on defined benefit plans, net of tax 1.437 -38.
Dividends provided for or paid. (124, 394) (84,950)
Retained earnings at the end of the financial year. 691.243 581 196

As disclosed in note 5 the contingent consideration on the acquisition of Aventis Behring was recognised on 20 June 2006 and accordingly a provision was raised by the Group and booked in the accounts of the acquirer, ZLB Bioplasma (Hong Kong) Limited. As the provision was booked in ZLB Bioplasma (Hong Kong) Limited, the provision and associated charge is not reflected within the class order group.

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

33 Deed of Cross Guarantee (continued)

Consolidated Entry
2006 2005
Balance Sheet \$000 40m
CURRENT ASSETS
Cash and cash equivalent 434,383 461 769
Irade and other recevables. 58,975 53,370
Current tax assets 57,374
Inventories
Other financial assets
66,426 59.451
fotal current assets 617,158 574 590
NON-CURRENT ASSETS
trade and other receivables
429,080 456.876
Other financial assets 1,259,318 1,298.641
Property plant and equipment. 268,881 261,402
Deferred tax assets 24,457
Intangible assets 20,000 20,000
Retrement benefit assets 1,840
Total non-current assets 2,003,576 2,036,919
TOTAL ASSETS 2,620,734 2611,509
CURRENT LIABILITIES
frade and other payables. 109,361 138.221
Interest-bearing liabilities and borrowings 359,855 11111111111112
Other financial liabilities 111111111111111111111111111111111111111
Current tax liabilities 24,801 111111111111111111111111111111111111111
Provisions 26,116 17848
Deferred government grants 371 296
Retirement benefit liabilities
Total Current Liabilities 520,504 156,365
NON-CURRENT LIABILITIES
Irade and other payables 69.813 1.328
interest-bearing liabilities and borrowings. 274,399 595 520
Non-current tax liabilities
Deferred tax liabilities 37,225 31,61%
Provisions 5,223 16,397
Deterred government grants 4,093 2664
Retirement benefit liabilities 159
Total Non-Current Labilities 390,753 64/6/9
TOTAL LIABILITIES
KAMANAN MANA (KAMAN
911,257 804,044
NET ASSETS 1,709,477 1.807.465
EQUITY
Contributed equity 994,101 1,223,466
Reserves 24,133 2.803
Retained earnings
Maria Maria (Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria
691,243 581 196
TOTAL EQUITY 1,709,477 160/465

www.

W.

mmer

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

Consciunted Entity
2006
\$000
2005
5000
34 Earnmos Per Share
Earnings used in calculating basic and cliutive earnings per share comprises.
Profit from continuing operations 117.357 234.729
Profit from discontinuing aperations. 253.045
Profit attributable to ordinary shareholders 117,357 481.114

Mimber of shares
2006 2005
Weighted average number of ordinary shares used in the calculation of basic earnings
per share:
182.025.674 195 988 194
Effect of clique securities.
Senior Executive Share Ownership Plan options 697,530 500 953
Employee Performance Rights 587.904 321.154
Global Employee Share Plan 29.299 7551
Contingent Consideration 7.098.615 4.852.093
Adjusted weighted average number of ordinary shares used in the calculation of diluted.
earnings per share.
190.439.022 201609345

Contingent consideration

In accordance with AASB 133 Earnings Per Share, contingent consideration that may be settled in either cash or ordinary shares. is required to be included in the calculation of diluted earnings per share where the effect is dilutive.

Conversions, calls, subscription or issues after 30 June 2006.

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.

35 Events occurring after reporting date

On 17 July 2006, the consolidated entity announced a proposal to acquire 100% of the issued shares (125.2 million at 30 June 2006) in Zenyth Therapeutics Limited (Zenyth), a listed Australian based biotechnology company. The consideration offered is 82 cents cash per share. The proposal has been unanimously recommended by Zenyth's directors and is proposed to be implemented by way of a scheme of arrangement between Zenyth and its shareholders.

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

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006

36 Financial Instruments

Objectives for holding derivative financial instruments

The consolidated entity is primarily exposed to the risk of adverse movements in exchange rates and interest rates and accordingly uses derivative financial instruments to manage specifically identified risks as approved by the board of directors. The accounting policy applied by the consolidated entity in respect to derivative financial instruments is outlined in note 1(w).

The purpose of specific derivative instruments that may be used by the consolidated entity 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 when considered necessary to create a desired hedge position, and
  • 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, from time to time, exposed to interest rate risk through primary financial assets and liabilities. In
accordance with the consolidated entities approved risk management policies, derivative fina rate swaps are used to hedge interest rate risk exposures. As at 30 June 2006, no derivative financial instruments hedging interest rate risk were outstanding (2005-Nil).

The following tables summarise interest rate risk for income earning financial assets and interest-bearing financial liabilities. the effective interest rates as at balance date and the periods in which they reprice

Fixed interest rate maturing in
Floating 1 year Over 1 year Over Non-interest Average
Consolidated Entity - June 2006 Rate (a)
\$000
or less
\$000
to 5 years
\$000
5 years
\$000
Bearing
\$000
Total
\$000
Interest Rate
%
Financial Assets
Cash and cash equivalents. 753,694 ۰ $\mathbf{r}$ 753.694 4.75%
Trade and other receivables ٠ 611,352 611,352
Other financial assets 12.600 12,600
753,694 ٠ 623,952 1,377,646
Financial Liabilities
Trade and other payables ۰ 388,979 388,979
Bank loans - ansecured 486,922 ÷ ٠ 486,922 2.59%
Deferred consideration
-intangibles acquired
٠ 9.261 16.459 ٠ 25.720 2.78%
Deferred consideration
-subsidiary acquired
۰ 80.228 82,262 ٠ ٠ 162.490 4.35%
Bank overdraft - unsecured 5,706 ÷ ۰ ÷ 5.706 5.10%
Senior unsecured notes ۰ 18.993 75,713 241.764 336,470 5.22%
Lease liabilities 2.111 8,394 31,016 41,521 6.14%
492,628 110,593 182,828 272,780 388,979 1,447,808

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006

36 Financial Instruments (continued)

Fixed interest rate maturing in
Floating
Rate (a)
1 year
or less
Over 1 year
to 5 years.
Over
Sheats
Man-interest
Bearing
lotal Average
Interest Rate
Consolidated Enuty - June 2005 \$000 5000 3000 5000 \$000 2006 96.
Financial Assets
Cash and cash equivalents 123.842 723,842 4.29%
Irade and other receivables 573.253 573,253
Other financial assets 16,566 16.566
723.842 890000000000000000000000000000000000000 589 819 713 661
Financial Liabilities
frace and other payables. ×. 396.656. 398.555
Bank overdraft 4.031 4.091 2.45%
Bank loans - unsecured 458,269 456.269 1.82%
Deterred consideration
-intangibles acquired
8.283 24.255 32.538 2.50%
Deferred consideration
–subsidiary acquired.
× 150950 150.950 4.36%
Senior unsecured notes 14.258 250633 324.891 570%
Lease labilities 1756 11/33 26.752 40.241 5.95%
462,360 10.039 261.196 211.385 398.555 1409.35

* Notional principal amounts

(a) Floating interest rates represent the most recently determined rate applicable to the instrument at balance sheet date. The following tables summarise interest rate risk for income-earning financial assets and interest-bearing financial liabilities, the effective interest rates as at balance date and the periods in which they reprice.

Fixed interest rate maturing in
Floating 1 year Over 1 year Over Non-interest Average
Parent Entity - June 2006 Rate (a)
\$000
or less
\$000
to 5 years
\$000
5 years
\$000
Bearing
\$000
Total
\$000
Interest Rate
Financial Assets
Cash and cash equivalents 177.290 177.290 -5.62%
Trade and other receivables 110.851 -110.851
Other financial assets 1,232,935 1,232,935
177.290 1.343.786 1.521.076
Financial Liabilities
Trade and other payables 688.999 688.999
688.999 688.999

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

CSL Limited and its controlled entities Notes to the Financial Statements continued

for the year ended 30 June 2006.

36 Financial Instruments (continued)

Fixed interest rate maturing in
Parent Entry - Arme 2005 Hoating
Hate (a)
SOOT
A year
OF RESS
-5166
Over 1 year
AO 5 Vears
- 1000
Ower
Sycars
-5000
Nor-merest
Bearing
\$000
lotal.
5000
Average
interest itate
- 200
Financial Assets
Cash and cash equivalents 461.769 461.769 5.54%
lizde and other receivables. -91-324) -91.324
Other financial assets 1,232.905 1,232,905
461769 1.324.229 1 785.998
Financial Liabilities
Trade and other payables. 595.199. -595.199
595.199 -596.199

Notional principal amounts

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

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. Contracts to buy and sell 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 subsidiaries also enter into forward contracts to hedge foreign currency receivables from other entities within the group.

These receivables are eliminated on consolidation, thowever, the hedges are in place to protect the parent entity and other group subsidiaries from movements in exchange rates that would give rise to an income statement impact.

Hedges of net investment in foreign subsidiaries

Included in Interest Bearing Liabilities (refer note 17) as at 30 June 2006, are Unsecured Notes amounting to US\$86.66m (2005; US\$175m) and EUR 70.334m (2005. Nil) that are designated as a hedge of the consolidated entity's investment in ZLB Holdings. Inc and ZLB Behring Gmbh. A net foreign exchange loss of \$8.5m (2005, gain of \$24.6m) was recognised in equity on translation of these borrowings to Australian Dollars.

Included in Interest Beanno Liabilities (refer note 17) as at 30 June 2006, are Bank Loans amounting to EUR 130m (2005, EUR 130m) that are designated as a hedge of the consolidated entity's investment in ZLB Behring GmbH. A net foreign exchange loss of \$17.3m (2005; gain of \$22.4m) was recognised in equity on translation of these borrowings to Australian Dollars.

Sensitivity analysis

In managing interest rate and currency risks the consolidated entity aims to reduce the impact of short-term fluctuations on the consolidated entity's earnings. However, over the longer-term, permanent changes in foreign exchange and interest rates would give rise to a consolidated entity income statement impact.

At 30 June 2006 it is estimated that a general increase of one percentage point in interest rates would increase/(decrease) the consolidated entity's profit after tax by approximately \$1.8m (2005: \$1.8m).

It is estimated that a general increase of one percentage point in the value of the Australian Dollar against other currencies. would increase/Idecrease) the consolidated entity's profit after tax by approximately \$3 3m for the year ended 30 June 2006 (2005: \$2.6m). The forward exchange contracts have been included in this calculation. The manner of the state of

CSL Limited and its controlled entities Notes to the Financial Statements continued

for the year ended 30 June 2006

36 Financial Instruments (continued)

Fair values

The fair values, together with the carrying amounts of Financial Asset and Financial Liabilities shown in the balance sheet, are as follows:

Carrying
amount
Fair
Value
Carrying
amount
f air
Value
2006 2006 2005 2005
Consolidated Entity \$000 \$000 5000 SOO0
Financial Assets
Cash and cash equivalents
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
753,694 753,694 723,842 123,842
trade and other receivables. 611,352 611,352 513.253 5/3,283
Other thancial assets
Derivatives
Unlisted equity securities 4,728 4,728 4.698 4.698
Managed financial assets 7,872 7,872 11.668 11,868
Financial Liabilities 1,377,646 1,377,646 $-1, 3, 13, 66, 1$ 1.313.661
Bank overdraft
5,706
388,979
5,706
388,979
-4.091
398,555
4.091
398,555
frace and other payables
Interest bearing liabilities and borrowings
00000000000000000000000000000000000000
Unsecured bank loans 486,922 486,922 458,269 459,287
Unsecured notes 336,470 338,462 324,891 321,225
Deferred cash settlement 188,210 188,210 183.488 183,486
Finance leases 41.521 41,521 40 241 40,241
Other financial liabilities
Derivatives
mmmmmmmm 1,447,808 1,449,800 1,409,535 1.412,687
There are no unrecognised gains or losses.
Parent Entity
Financial Assets
Cash and cash equivalents 177,290 177,290 461.769. 461,769
trade and other receivables. 110,851 110,851 91,324 91,324
Other financial assets
Derivatives
Unlisted equity securities 4,728 4,728 4.698 4,698
Longiterin deposits
Managed financial assets
292,869 292,869 55/191 557,791
Financial Liabilities
Bank overdraft
trade and other payables
688,999 688,999 595.199 595,199
Interest bearing liabilities and borrowings
Unsecured bank loans
Unsecured notes
Deferred cash settlement
Finance leases
Other financial liabilities
Derivatives
688,999 688,999 595,199 595.199
There are no unrecognised gams or losses

aanaanaana

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 june 2006

36 Financial Instruments (continued)

The following methods and assumptions were used to determine the net fail values of financial assets and liabilities.

trade and other receivables I payables

The carrying value of trade and other receivables/payables with a remaining life of less than one year is deemed to reflect its fair value. All other trade and other receivables/payables are discounted to determine fair values.

Other financial assets - Derivatives

Forward exchange contracts are either marked to market using listed market prices or by discounting the contractual forward price and deducting the current spot rate. Where discounted cash flows are used, estimated future cash flows are based on the director's best estimate and the discount rate is a market related rate for a similar instrument at the balance sheet date.

Other financial assets - other

Fair value is estimated using valuation techniques including recent arms length transactions of like assets, discounted cash flow analysis and comparison to fair values of similar financial instruments.

Interest bearing liabilities and borrowings

Fair value is calculated based on the discounted expected future principal and interest cash flows.

Interest hearing liabilities and borrowings - Finance leases

The fair value is estimated as the present value of future cash flows, discounted at market interest rates for homogeneous lease agreements. The estimated fair values reflect change in interest rates.

Credit Risk

Credit risk represents the extent of credit related losses that the consolidated entity may be subject to on amounts to be exchanged under financial instruments contracts or the amount receivable from trade and other debtors. Management has established policies to monitor and limit the exposure to credit risk on an on-going basis.

Transactions involving derivative financial instruments are with counterparties with whom the consolidated entity has a signed netting agreement as well as sound credit ratings. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations.

The consolidated entity infrienties the credit risks associated with trade and other debtors by undertaking transactions with a large number of customers in various countries.

The maximum exposure to credit risk at balance date is the carrying amount, net of any allowance for doubtful debts or impairment, of each financial asset, including derivative financial instruments, in the balance sheet.

The credit quality of financial assets that are neither past due, nor impaired is as follows:

For the year ended
30 June 2006
Financial
Institutions
Governments Hospitals Buying
Groups
Other Total
Cash and cash equivalents 753.694 753,694
Trade and other receivables. 1.242 36.104 209.817 170.555 193.634 611.352
Other financial assets 12.600 12.600
767.536
.
36.104 209.817
170.555 193.634 1.377.646

1989 - Johann Stein, fransk politiker (d. 1989)

The consolidated entity has not renegotiated any material collection/repayment terms of any financial assets in the current financial year.

CSI, Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

36 Financial Instruments (continued)

Credit Risk (continued)

An analysis of trade receivables that are past due and the allowance for doubthal debts is as follows. All other financial assets are less than 30 days overdue.

Allowance
for doubtful
For the period ended 30 June 2006: Not impaired Impaired debts
Trade and other receivables:
less than 30 days overdue 357,451
more than 30 but less than 90 days overdue 84.605
more than 90 days overdue. 82.926 13.744 13,744
524.982 13.744 13.744

Financial assets are considered impaired where there is objective evidence that the consolidated entity will not be able to collect all amounts due according to the original trade and other receivable terms. An allowance for doubtful debts is created for the difference between the assets carrying amount and the present value of estimated future cashflows. The consolidated entity's trading terms do not generally include the requirement for customers to provide collateral as security for financial assets.

37 Explanation of transition to AIFRS

As stated in significant accounting policies note 1, these consolidated financial statements are the first prepared in accordance with AIFRS.

The policies set out in the significant accounting policies section of this report have been applied in preparing the financial statements for the year ended 30 June 2006, the comparative information presented in these financial statements for the year ended 30 June 2005 and in the preparation of an opening AIFRS balance sheet as at 1 July 2004 (the consolidated entity's transition date)

In preparing its opening AIFRS balance sheet, the consolidated entity has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting (AGAAP). An explanation of how the transition from the previous AGAAP to AIFRS has affected the consolidated entity's financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables.

22000000000000000000000000000000000000

_______________________________________


CSL Limited and its controlled entitles Notes to the Financial Statements continued for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(a) Reconciliation of equity reported under previous Australian Generally Accepted Accounting Principles (AGAAP) to equity under Australian equivalents to IFRS (AIFRS)

iiiiiiiiiiiiiiiiiiiiii

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

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

,,,,,,,,,,,,,,,,,,,,,,,,,

i). At the date of transition to AIFRS: 1 July 2004

Consolidated Entity Parent Entity
Notes Previous
Agaap
\$'000
Effect of
transition
to AIFRS
\$'000
AIFRS
\$'000
Previous
AGAAR
\$ 000
Effect of
transition
to Alfre
\$1000
airs
\$3000
CURRENT ASSETS
Cash and cash equivalents 114,896 114.896 12,700 12.700
frade and other receivables.
TX.
532,396 31,860 564,056 43,265 3.894 47 159
Inventones 1,352,578 $\overline{\phantom{a}}$ 1,352,578 66.147 66.147
Other
Ű.
31,860 (31,860) 3,894 (3,894)
Total Current Assets 2,031,530 2,031,530 126,006 126,006
NON-CURRENT ASSETS
trace and other receivables 6,489 6,489 305.109 305.109
Citier financial assets 8,223 8,223 204.058 1,204,058
Property, plant and equipment 887,017 887,017 259,190 259,199
Deferred tax assets
M.
77,644 192,825 270,469 0,825 (9 825)
thangible assets 859,870 $\overline{\phantom{a}}$ 859,870 20000 20.000
Other
зā,
4,610 (4,610)
Retirement benefit assets
M.
1,026 1,026
Total Non-Current Assets 1,843,853 189,241 2,033,094 1.798,191 (0,825) 1 768.366
TOTAL ASSETS 3,875,383 189,241 4,064,624 1.924.197 (9.825) 1.914.372
CURRENT LIABILITIES
trade and other payables. 458,502 458,502 53,905 53,905
Interest bearing liabilities and www.
borrowings
X.
13,297 (5,353) 7,944
Otter financial liabilities
Current tax liabilities 26,903 26,903 21.960 21,960
Provisions
X.
199,406 5,353 204,759 15.843 15,843
Deferred government grants
ÎV.
296 296 296. 296
Total Current Liabilities 698,308 296 698.404 91/08 296. 02.004
NON-CURRENT LIABILITIES
Interest bearing liabilities and
borrowings
X, M
854,347 ${13,759}$ 840,588
Deferred tax liabilities
$\mathcal{U}$
80,577 61,239 141,816 12.699 (2, 822) 0.817
Provisions
W(X)
168,309 ${86,023}$ 82,286 20.112 20.712
Deferred government grants
JV.
204 204 204 204
Retirement benefit liabilities
W.
116,591 116,591 M. \$33 633
Total Non-Current Liabilities 1,103,233 78,252 1,181,485 33.411 (2085) 31.326
TOTAL LIABILITIES
mw
1,801,341 78,548 1,879,889 125.110 (1/89) 123,330
NET ASSETS 2,074,042 110,693 2,184,735 1/99.076
$(0.036)$ 1 $101.042$
EQUITY
Contributed equity 1,502,417 1,502,417 1.502A11 1,502,417
Reserves
XV.
77,373 (76, 432) 943 22824 (21.883) 941
ketained earnings
XVI.
494,252 187,125 681,377 213831 13.847 287.684
TOTAL EQUITY 2,074,042 110,693 2,184,735 199078 (6.036) 1.01.042

22.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 lune 2006

37 Explanation of transition to AIFRS (continued) ii). At the end of the last reporting period under previous AGAAP: 30 June 2005

Consolidated Entity Parent Entity
Notes. Previous
agaap
\$'000
Effect of
transition
to AIFRS
\$'000
AIFRS
\$'000
Previous
ACAAR
8 DUQ
Effect of
transmon
10 AIPS
\$'000
AIFRS
\$ 000
CURRENT ASSETS
Cash and cash equivalents 723,842 723,842 461,769 461,769
trade and other receivables 536,983
ÌХ.
22,244 559,227 68,864 2419. 71,283
Inventones 946,583 $\overline{\phantom{a}}$ 946,583 59,401 59,451
Other 22,244
ĨХ
(22.244) 2,419 (2.419)
Other financial assets
Total Current Assets 2,229,652 2,229,652 592.503 mill -592.503
NON-CURRENT ASSETS
Irade and other receivables 11,014
ÌХ.
3,012 14,026 20,041 X. 20.041
Other financial assets 19,578
ijĶ.
(3.012) 16,566 1232905 1,232,905
Property plant and equipment 769,143 $\overline{\phantom{a}}$ 769,143 261.402 261.402
Deferred tax assets 97,414
V.
(20, 755) 76,659 10.400 (10 400)
Intangible assets
TM.
Other
744,143 42,292 786,435 20,000 2000
Retrement benefit assets 3,352
XI.
W
(3,352)
50
50
lotal Non-Current Assets 1,644,644 18,235 1,662,879 1,544,748 (10,400) 1,534,348
TOTAL ASSETS 3,874,296 18,235 3,892,531 2137251 (10.400) 2.126.651
CURRENT LIABILITIES
trade and other payables 398,555
$\mathcal{Q}$
398,555 573,540 21.659 595,199
Interest bearing liabilities and
borrowings 21,861
Х
(6, 720) 15,141
Other financial liabilities
Current tax liabilities 37,130 37,130
Provisions
Deferred government grants
75,171
Χ
IV.
6,720
296
81,891
296
17 848 296. 17846
296.
Total Current Liabilities 532,717 296 533,013 591.366 21.955 613,343
NON-CURRENT LIABILITIES
Interest bearing liabilities and
$X \times V$
DONOWIDOS
1,003,035 (7, 196) 995,839
Deferred tax liabilities 106,814
ÿ
(28, 537) 78,277 33.968 (24,010) 9968
Provisions
ЦX,
157,218 (78, 672) 78,546 16,301 99 16,391
Deterred government grants. W 2,664 2,664 2.664 2,664
Retirement benefit liabilities
Total Non-Current Liabilities
W.
1,267,067
95,667
(16, 074)
95,667
1,250,993
159
$(2 - 187)$
159
29.172
TOTAL LIABILITIES 1,799,784 (15, 778) 1,784,006 90.359
641,747
768 642.515
NET ASSETS 2,074,512 34,013 2,108,525 1.495.504 (11.168) 1.484.336
EQUITY
Contributed equity 1,223,034
TI.
432 1,223,466 1,223,034 432 1223,466
Reserves
X).
(62,093) (120, 915) (183,006) 22824 (20.021) 2,803
Retained earnings
ma l
913,569 154,496 1,068,065 249,646 8.421 258.067
TOTAL EQUITY 2,074,512 34,013 2,108,525 1.495.004 $[11.168]$ 1.464.336

minimini

www.

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(b) Reconciliation of profit under previous AGAAP to profit under Australian equivalents to IFRS (AIFRS).

i). Reconciliation of profit for the year ended 30 June 2005

Consolidated Entity Parent Fritty
Notes Previous
AGAAP
\$'000
Effect of
transition
to AIFRS
\$'000
AIFRS
\$'000
Previous
AGAAP
\$ 0.00
Friest of
transform
to All'RS
\$000
AIFRS
\$000
Sales revenue M 2.749,934 (140.969) 2,608.965 363.320 363.320
Cost of sales VLXIV. (1,686,776) 67,943 (1,618,833) (169.872) (981) (170 ssa)
Gross profit 1,063,158 (73,026) 990,132 193,448 (981) 102.467
Other revenue 17.VI.XII 502,976 (461,682) 41,294 33.471 (2.473) 30.998
Research and development
expenses
M. (145, 721) 4.763 (140,958) (59.192) (59.192)
Selling and marketing experises vil. (332, 336) 7.470 (324, 866) (42.512) (42.517)
General and administration.
expenses
1 ш.м.ха
хи хи
(174, 583) 58,079 (116, 504) 155.577 4981) (56, 566)
Other expenses Met assets
of discontinued operations
VI. (178, 548) 178,548
Other expenses 4.VOMBI (51,366) 51,366
Finance costs VIII (41, 640) 2,825 (38, 815) 13871 (387)
Profit before income tax
expense - continuing operations
641,940 (231,657) 430.283 69.246 (4.435) 64,811
Ілсотне тах ехрепье – солтигшло
operations
M. (95, 422) (80, 132) (175, 554) (8,481) (1 029) (9, 516)
Net Profit after tax from continuing
operations
546,518 (311,789) 234.729 60.750 (5.464) 55.205
Net Profit after tax from
discontinued operations
VIII 253,045 253,045
Net profit attributable to members
of CSL Limited
546,518 (58.744) 487.774 60 759 (5, 464) 55.295

(c) Reconciliation of cash flow statement for the year ended 30 June 2005 The adoption of AIFRS has not resulted in any material adjustments to the cash flow statement.

(d) Adoption of AASB 132 Financial Instruments: Presentation and Disclosure and AASB 139 Financial Instruments: Recognition and Measurement

The adoption, effective 1 July 2005, of AASB 132 and AASB 139 has not resulted in any material adjustments to the consolidated balance sheet.

CSL Limited and its controlled entitles Notes to the Financial Statements continued for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(e) Notes to the reconciliations

(i) Goodwill

In accordance with AIFRS, from 1 July 2004 goodwill acquired in a business combination is no longer amortised.
Instead goodwill is subject to an annual impairment test focusing on the cash flows of the related cash generat The incremental effect on the balance sheet is as follows.

Consolidated Entity Parent Frinty
1 luly 2004
\$000
30 June 2005
\$000
3000 1 luly 2004 30 lune 2005
5000
increase intangible assets. 43.052
(increase) deterred tax liabilities. (10, 676)
MET ASSETS 32,376
Decrease foreign currency translation reserve 1,951
(Increase) retained earnings (34, 327)
total eolity
WARRANGANGANGAN
(32, 376)
The incernental effect on the income statement is as follows: Year ended
30 June 2005
\$000
Year ended
30 Any 2005
- 000
(Decrease) other expenses. (45.564)
Incease income tax expense 11,237
MELPROFIE (34, 327)

(ii) Employee Benefits

In accordance with AIFRS, actuarial valuations have been used to measure and recognise the net benefit or obligation
attributable to current and prior periods of the defined benefit superarmuation plans and other retiremen

The incremental effect on the balance sheet is as follows:

Consolidated Entity Parent Emiry.
1 July 2004
\$000
30 June 2005
\$000
SOOT 1 длу 2004 - 30 для 2005.
-5600
increase retirement benefit assets. 1,026 50.
Increase deferred tax assets 8,229 5,066 160. 48.
(Increase) retirement benefit liabilities. (533) (159) (533) 1159).
(Increase) non-current provisions (20, 886) (12,992)
(increase) deterred tax labilities (225) (11)
NET ASSETS ${12,389}$ (8,046) 1373) 00 O
(Increase) foreign currency translation reserve (1,002)
Decrease retained earnings 12,389 9,048 373 174
TOTAL EQUITY 12,389 8.046 313 111
The incremental effect on the income statement is as follows: Year ended
30 June 2005
\$000
Year ended
30 June 2005
30OO
(Decrease) general and administration experies. (29,967) (319)
Increase income tax expense. 10,490 96
NET PROFIL (19.477) (224)

In addition, in accordance with AASB 119 Employee Benefits, Retrement benefit liabilities are presented separately from provisions. and therefore liabilities recognised in the AGAAP balance sheet have been reclassified as follows:

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 line 2006

37 Explanation of transition to AIFRS (continued)

--------------
Consolidated Entity Parent Entity
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
\$000 1 luly 2004 30 lune 2005
\$000
1 для 2004 - 30 для 2005
A TARA DA MARTIN
Decrease non-current provisions. 116.058 95.508
Increase) non-current retirement perefit. Isbiities (116.058). (95.508)
NET ASSETS

(iii) Share-based payments

In accordance with AIFRS, a share based payments expense has been recognised for options, performance rights and share plan
arrangements granted after 7 November 2002 that remain unexercised as at 1 January 2005

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

The incremental effect on the balance sheet is as follows:

Consolidated Entity Farem Entity
1 luly 2004
\$000
30 June 2005
\$000
SOUTH 1 Any 2004 30 Aug 2005
5000
(increase) contributed equity (432) (432)
(Increase) share based payments reserve (941) (2,803) 19411 (2.803)
Decrease retained earnings 941 3.235 -941 3.235
10 AL EQUITY
The incremental effect on the income statement is as follows. Year ended
30 June 2005
\$000
Year ended
30 June 2005
\$000
Increase general and administration expenses 2.294 2.294
nei profil 2.294 2.294

(iv) Government Grants

In accordance with AIFRS, where a government grant relates to the acquisition or construction of an asset, the far value is deferred and released, on a straight line basis, to the income statement over the expected useful life of the relevant asset.

The incremental effect on the balance sheet is as follows:

Consolidated Entity Parent Entity
1 luly 2004
\$000
30 June 2005
\$000
1 kuw 2004
\$000
30 June 2005
\$000
Increase deferred tax assets 350 888 150 888
Increase) current deferred government grants (296) (296) (296) (296)
fincrease) non-current deterred government grants. (204) (2,664) (204) (2.664)
NET ASSETS (350) (2,072) (350) (2.072)
Decrease retained earnings 350 2.072 350 2072
total equity 350 2.072 350 2012
The incremental effect on the income statement is as follows. Year ended
30 June 2005
\$000
Year ended.
30 hmc 2005
\$000
Decrease other revenue 2.460 2,460
(Decrease) income tax expenses (738) (788)
NET PROFIT 1,722 1.122

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(v) Income laxes

In accordance with AIFRS, the 'balance sheet' approach has been adopted in accounting for income taxes. This requires the identification of temporary differences for each asset and liability. These differences take into consideration the numerous tax jurisdictions in which the consolidated entity operates and the differences in the book and tax bases of assets and liabilities as a result of the acquisition of Aventis Behring which under AGAAP were treated as permanent differences. The increase in the net deferred tax asset at the transition date is primarily due to AASB 112 requiring the consolidated entity to recognise a deferred tax asset in respect of the unrealised portion of the discount on acquisition and other adjustments from the Aventis Behring acquisition that remain in the balance sheet at the date of transition. The subsequent movement 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 and liabilities with differences in bases are realised. Such a deferred tax asset is not recognised under AGAAP.

In addition, in accordance with AASB 112 Income Tax, deferred tax assets and deferred tax liabilities of the same taxable entity/group are required to be set off if they relate to income taxes levied by the same taxation authority and the entity/group has a legally enforceable nont to set off current tax assets against current tax liabilities.

the incremental effect on the balance sheet is as follows.

Consolidated Entity Parent Fittity
1 luly 2004
\$000
30 June 2005
\$000
5000 1 July 2004 30 June 2005
1000
Increase/Idecrease) deferred tax assets 184.446 (26.709) 110.1351 111 336)
dncrease)/decrease deferred tax habilities (61.014) 39.224 2822 24.030
(increase) decrease current trade and other payables (21,659)
NET ASSETS 123,432 12.515 (7.313) 18.9851
Decrease foreign currency translation reserve 14.345
drorease/decrease retained earnings (123, 432) (26.860) 7.313. 6,985
total equity. (123.432) (12.515) 7313 8.985

The incremental effect on the income statement is as follows: Year ended Year ended 30 June 2005 30 avu 2005 \$000 3000 1612 Increase income tax expenses (non-cash) 96,572 NET PROFIT 96,572 $1/6/2$

Consolidated Entity Parent Enrity
1 luly 2004
\$000
30 June 2005
\$000
$-5000$ 1 длу 2004 - 30 для 2005
3000
Deferred tax assets
balance sheet approach / set-off (above) 184,446 ${26.709}$ 440 4351 01 3361
employee benefits inote al- 8,229 5.066 160. 48
querment grants (note iv) 150 888 150 888
192,825 ${20.755}$ (9.825) (10, 400)
Deterred tax habilities
balance sheet approach / set off (above) (61,014) 39.224 2822 24.010.
goodwill trote it (10.676)
employee benefits incite in (225) (13)
(61.239) 28.537 2.822 24.010.

KARA MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN

CSL Limited and its controlled emities

Notes to the Financial Statements continued

for the year ended 30 line 2006.

37 Explanation of transition to AIFRS (continued)

(v) Income Taxes (continued)

The total incremental effect on the income statement arising from transition to AIFRS is as follows:

Consolidated Entity Parent Entity
Year ended
30 lune 2005
\$000
Year ended
30 June 2005
-3000
Income tax experise - continuing operations
balance sheet approach (above). 96.572 16/2
goodwill (note ill 11.237
employee benefits (note ii) 10.490 -96
government grants (note w) (738) (738)
discontinued operations inote vil (37, 429)
80.132 - 129

(vi) Profit on sale of business unit

In accordance with AIFRS, on disposal of a business unit, the portion of the balance of the foreign currency translation reserve that
relates to the business unit being disposed must be recognised in the income statement a

The incremental effect on the balance sheet is as follows:

Consolidated Entity Parent Emily
1 luly 2004
\$000
30 June 2005
\$000
\$000 1 km 2004 - 30 km 2005
\$000
(Decrease) intangible assets (760) UUNGU MANAHUWA
NET ASSETS (760)
(increase) foreign currency translation reserve (11,200)
Decrease retained earnings 11.960 8888
TO AL EQUIDY 760
the incremental effect on the income statement is as follows. Year ended
30 June 2005
\$000
Vear ended
30 June 2005
\$000
(Increase) other expenses (796)
(Decrease) net profit from discontinued operations (11, 164)
NET PROFIT (11,960)

In addition, in accordance with AASB 5 Non-current assets Held for Sale and Discontinued Operations, the results of a disposed business unit and the profit on the sale of that business unit are removed from results from continuing operations and separately
disclosed. The effect of this is as follows:

Year ended
30 Ame 2005
\$000
Year ended
30 ame 2005
\$000
Decrease sales revenue 140,969
(Decrease) cost of sales (94,091)
Decrease other revenue 458.530
(Decrease) research and development expenses (4,763)
(Decrease) selling and marketing expenses (7.470) ж
(Decrease) general and administration expenses (9,348)
(Decrease) other expenses - net assets of discontinued operations (178,548)
(Decrease) other expenses (796)
(Decrease) finance costs (2,825)
(Decrease) income tax expense - continuing operations (37, 429)
fincrease) net profit after tax from discontinued operations. (264, 209)
NET PROFIT

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(vii) Foreign currency translation reserve: curridative translation differences

In accordance with an exemption provided by AASB 1, the consolidated entity has deemed that the cumulative translation differences for all foreign subsidiaries at the date of transition to AIFRS be reset to \$Nil. Accordingly the opening balance and subsequent foreign currency reserve transfers have been adjusted.

The effect on the balance sheet is as follows: www.www.www.www.

Consolidated Emiryl Parent Enuty
\$000 July 2004 30 June 2005
\$000
ПАЛИ 2004 30 две 2005
SOUT
Decrease foreinn currency translation reserve 54.536 96.787
tincrease) retained earnings. (54.536) 496.787)
kojal eoliin.

There is no effect on the income statement.

(viii) Land and Buildings

In accordance with an exemption provided by AASB 1, the consolidated entity has elected to use a previous AGAAP revaluation of land and buildings as deemed cost. Accordingly, the balance of the asset revaluation reserve has been transferred to retained earnings

The effect on the balance sheet is as follows:

Consolidated Entity Parent Emm
July 2004 -
\$000
30 June 2005
\$000
1 July 2004 30 Aug 2005
SOOO.
Decrease asset revaluation reserve 22.837 22.837 22.824
-22 824.
Increase/vetained earnings/ (22,837) ${22,837}$ 122724
22.824
ofa foliim

There is no effect on the income statement.

(ix) AIFRS presentational adjustment - Prepayments and other receivables

In accordance with AASB 101 Presentation of Financial Statements Prepayments and Long term deposits have been reclassified from Other assets and Other financial assets to Trade and other receivables as follows:

Consulated Entry Parent Entity
1 July 2004.
\$000
30 June 2005
\$000
5000 1 lub 2004 30 kmc 2005
1000
increase current trade and other receivables. 31.860 22.244 3.894 2419
(Decrease) other assets) (31,860) ${22.244}$ (3.894) 12,4191
ulcrease non-current trans and other receivables. 3.012
(Decrease) other financial assets (3,012)
NET ASSETS.

(x) AIFRS presentational adjustment - Surplus lease space provisions

In accordance with AASB 101 Presentation of Financial Statements Surplus lease space provisions have been reclassified from Interest bearing liabilities to Provisions as follows....

Conscitutional Entity Parent Entity
- July 2004
\$000
30 June 2005
\$000
1 July 2004 30 Julie 2005
- 3100
3000
Decrease current interest bearing liabilities 5.353 6.720
(increase) current provisions (5,353) (6.720)
Decrease non-current interest bearing liabilities 9.149 3.844
(Increase) hon-current provisions (9,149) (3.844)
NET ASSETS

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(xi) AIFRS presentational adjustment - Borrowing costs

In accordance with AASB 101 Presentation of Financial Statements Deferred borrowing costs are included within the carrying value of interest bearing liabilities and therefore the following adjustment has been made.

Aonsolidated Entity Parent Ernity
\$000 1 iulv 2004 - 30 iune 2005 -
\$000
1 дам 2004 30 липе 2005
-3000
-3000
flecrease non-current other assets (4.610). ${3,352}$
Decrease non-current interest bearing liabilities and borrowings 4.610 3.352
ne assets

(xii) AIFRS presentational adjustment - Other Revenue

In accordance with AASB 101 Presentation of Financial Statements Items previously shown gross in Other Revenue are off-set with their associated costs and shown in either other income or expenses. The effect of this is as follows:

Year ended
30 Ame 2005
\$000
year ended
20 June 2005
Decrease other revenue
(Decrease) general and administration expenses

(xiii) AIFRS presentational adjustment - Other Expenses

In accordance with AASB 101 Presentation of Financial Statements, the category of other expenses has been eliminated and items have been reclassified to general and administration expenses as follows:

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Year ended
30 June 2005
\$000
Year ended
30 ляте 2006
Increase general and administration expenses 5.802
(Decrease) other expenses

(xiv) AIFRS presentational adjustment - Inventory write-downs

In accordance with AASB 101 Presentation of Financial Statements, inventory write-downs (to net realisable value) have been reclassified from general and administration expenses to cost of sales. The effect of this is as follows:

Year ended
30 June 2005
\$000
Vear ended
30 June 2005
Increase cost of sales 26.148
Decrease) general and administration expenses (26,148)

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(xv) Reserves

The Committee of the Committee

The total incremental effect on Reserves of the above noted adjustments is as follows.

Consolidated Entity Parent Emily
1 luly 2004
\$000
30 June 2005
\$000
SHOU - 1 100 1004 - 10 10 10 10 10 10 10 10 10
-5000
Reserves
goodval (note iji 1.953
employee benefits (note in (1.002)
share-based payments (note iii) (941) (2,803) (94.1) 42.8031
income taxes (note w) 14.345
profit on sale of business unit (note vi) ${11,200}$
foreign currency translation reserve cumulative translation
differences inote vill
54,536 96.787
land and buildings (note viii) 22,837 22.837 22824 -22 824
76.432 120.915 21.683 20.021

(xvi) Retained earnings

The total incremental effect on Retained earnings of the above noted adjustments is as follows:

Consolidated Emiry Parent Eurity
1 luly 2004
\$000
30 June 2005
\$000
1 1uly 2004 -
- 600
30 kmc 2005
3000
Retained earnings
- doogvall (rote 1) ${34,327}$
employee benefits (note ii). 32.389 9.048 313 411
share-based payments (note 11) 941 3.235 041 3.235.
government grants (note W) 350 2.072 350. 2.012
theome taxes (note v) (123, 432) (26.860) 7313 8985
profit on sale of business unit (note vi) 11.960
foreign currency translation reserve curriculative translation.
differences inote will
(54,536) ${96.787}$
land and buildings (note viii) (22, 837) ${22,837}$ 4228241 (22.824)
(187.125) (154.496) (13.847) 18.4211

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

ana amin'ny fisika

33333333333333333333333333333333333333

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

summummum

CSL Limited and its controlled entities Directors' Declaration

(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

  • (i) giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2006 and of their performance for the year ended on that date: and
  • (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 2006.
  • (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.

Peter + Made Chairman minimum minimum

Melbourne 23 August 2006

Brian A McNamee Managing Director

EII FRNST & YOUNG

F Ernst & Young Building 8 Exhibition Street Melbourne VIC 3000 Australia

GPO Box 67 Melbourne VIC 3001

# Tel 61 3 9288 8000 Fax 61 3 8650 7777

Independent Audit Report

to Members of CSL Limited

Scope

The financial report, remuneration disclosures and directors' responsibility

The financial report comprises the income statement, balance sheet, statement of recognised income and expense, cash flow statement, 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 2006. The consolidated entity comprises both the company and the entities it controlled during that year.

The company has disclosed information as required by paragraphs Aus 25.4 to Aus 25.7.2 of Accounting Standard 124 Related Party Disclosures ("remuneration disclosures"), under the heading "Remuneration Report" on pages 42 to 57 of the directors' report, as permitted by Corporations Requiation 2M.6.04.

The directors of the company are responsible for preparing a financial report 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 2007. 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. The directors are also responsible for the remuneration disclosures contained in the directors' report-

Audit approach

We conducted an independent audit of the financial report in order to express an opinion 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 is free of material misstatement and the remuneration disclosures comply with Accounting Standard AASB 124 Related Party Disclosures: 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 quarantee that all material misstatements have been detected

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2007, 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 and whether the remuneration disclosures comply with Accounting Standard AASB 124 Related Party Disclosures

We formed our audit opinion on the basis of these procedures, which included.

  • examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report and the remuneration disclosures, and
  • assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates 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 remuneration 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 Professional Standards Legislation.

Independence

We are independent of the company and the consolidated entity 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.

Audit opinion

Іп сил оринов.

1 the financial report of CSL Limited is in accordance with the top of

(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 2006 and of their performance for the year ended on that date: and
  • (ii) complying with Accounting Standards in Australia and the Corporations Regulations 2007, and

(b) other mandatory financial reporting requirements in Australia.

2 the remuneration disclosures that are contained on pages 42 to 57 of the directors' report comply with Accounting Standard AASB 124 Related Party Disclosures AASB 124 Related Party

Ennt 9 yours

Ernst & Young

Wignen

wan Wingreen management Partner Methourne

23 August 2006

Designed and constructions of their Design Association Melbourne.

Registered Head Office

Maria Gregoria

Emandel Report

Goldians

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A BOOK TELEVISION 5133
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Statement of Recombact Internet and Cardinal COL
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Directors Declaration 18143
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The Board of Directors of CSL Limited has pleasure in submitting their report on the consolidated entity at 30 June. 2006, consisting of CSL Limited and its controlled entities.

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)

Mill H Akehurst

Miss E.A. Alexander, AM

Mr A M Cipa

Mr I A Renard

Mr M A Renshaw

Mr K J Roberts, AM

Professor J Shine: AO (appointed 1 June 2006).

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 Mi P R Turvey, BA/LLB, MAICO. 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 Blotech 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 nine 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 17 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 Directory Aucht and Alsk
Management
Commune Securities and
Market Disclosure
Cormute
itunan kecamca
Commute
Attended Blazinans Atterised Maxonum Attended: Attended Maxmum
P H Wade A. 9. $\mathcal{A}^{1}$ WWW.WWW.WWW.WWW.WWWWWWWWWWWWWWWWWWWWWW 31 7 $4^3$
B.A.M.Namee $\Lambda$ .a. 泽生
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j Akehurst Ĥ. G. 3. $\mathbb{F}_3$ .
L A Alexander 4. 9. Â. 000000000000
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A M Cipa Q. 9 B $\Lambda$
LA Renard g, Y. 4 4 1
M A Renshaw Ø. g, 4. 4
K Roberts 9. 5. Æ.
J Shine 1.
A C Webster 9. O. B. $\mathbb{F}_2$

Attended for at least part in ex officio capacity

Attended for at least part by invitation

Directors' Report e provincija i prije

Principal Activities

The principal activities of the consolidated entity during the financial year were the research, development, manufacture, marketing and distribution of biopharmaceutical and alled products

5. Operating Results

Profit from continuing operations after tax and net profitfor the year attributable to members (excluding the recognition of the contingent consideration on acquisition. of Aventis Behring and the profit after tax from discontinued operations) was up 49.5% to \$350.9 million. Net profit from continuing operations and profitattributable to members of the parent entity was \$117.4 million. Sales revenue was \$2,849 million up 9%. on the previous year with research and development. expenditure of \$161 million up 14% on the previous year. Net operating cash flow was \$522.2 million which was 8% lower than the previous year.

6. Dividends

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

2004-2005 A final dividend for the year ended 30 lune. 2005 of 30 cents per ordinary share, fully franked at 30%, and a special dividend of 10 cents per share franked to 1.78 cents per share was paid on 10 October, 2005, cut of profits for that year as declared by the Directors in last year's Directors' Report.

2005-2006 An interim dividend on ordinary shares of 28 cents per share, unfranked, was paid on 13 April 2006. The Directors of the Company have declared a final clividend of 40 cents per ordinary share, unfranked, for the year ended 30 June 2006, to be paid out of retained. profits

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

Total dividends for the 2005-2006 year are:

SOOO
Interim dividendi
paid 13 April 2006 50.910.
Final dividend
12.156
payable on 13 October 2006.

On Ordinary shares

7. Review of Operations

The Company's operating results for the year ended 30 lune, 2006, reflects a strong contribution by CSL Behring (in the financial report, CSL Behring is referred to as ZLB Behring) with sales growing 11% to \$2.4 billion. CSL Behring's growth was a function of solid performance. across the product portfolio

Strong demand in the USA for intravenous immunoglobulin has given rise to additional demand for the raw material, plasma. CSL Behring is well placed to meet this growth. opportunity through its own plasma collection centres. The US FDA approved Vivaglobin in January 2006 being the first subcutaneous immunoglobulin approved in the US. Clinical work on a chromatographic high yielding liquid.....

immunoglobulin for intravenous administration has also been completed.

CSL Broplasma's sales declined 8% to \$191m attributable to an Australian Government change of policy relating to the importation of recombinant coagulation factors.

CSL Biotherapies (previously known as CSL Pharmaceuticals) grew sales by 3% to \$212m largely driven by growth in northern hemisphere influenza vaccine sales. A new

Agreement was signed with Merck & Co, Inc. for the Australian distribution of a number of new vaccines. Merck, CSI's licensee, also received approval in the US. and Australia for the marketing of the world's first cervical cancer vaccine, Gardasilio.

The Company also announced plans to develop influenzaproduction capacity to 40 million doses per season. to facilitate its US entry strategy as well as announcing encouraging results from its initial clinical trial of a pandemic influenza vaccine based on the H5N1 awain virus.

For further information on the operations of the Company refer to the Year in Review in the Annual Report.

8. Significant changes in the State of Affairs

There were no 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

9. Significant events after year end

On 17 July 2006 the consolidated entity announced a proposal to acquire 100% of the issued shares in Zenyth. Therapeutics Limited, a publicly listed Australian based.
biotechnology company. The consideration offered is 82 cents per share. The proposal has been unanimously. recommended by Zenyth's directors in the absence of a superior proposal by a third party and is proposed to be implemented by way of a scheme of arrangement between Zenyth and its shareholders.

Directors are not aware of any other matter or circumstance 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 internationally, receiving royalty flows from the exploitation of the human papillomavirus. vaccine by Merck & Co. Inc and the commercialisation of the Company's Iscomatrix® adjuvant technology Over the longer 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 inthe 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.cst.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. Environmental Requiatory 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 2006.

12. Directors' Shareholdings and Interests

At the date of this report, the interests of the directors who held office at 30 June 2006 in the shares, options and performance rights of the Company are set out in a table on pages 54, 55 and 56 of this Report.

13. Directors' Interests in Contracts

Section 17 of this Report sets out particulars of the Directors 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 26 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 reqistered. 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 Notes 21 and 26 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, noperformance 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

This report summarises the director and executive remuneration policies and practices, including detailed remuneration outcomes for the 2006 financial year. The report has been prepared in accordance with the remuneration reporting requirements under section 300A of the Corporations Act 2007 and Corporations Regulation. 2M 6.04, details the remuneration arrangements for Key Management Personnel according to Accounting Standard AASB 124 Related Party Disclosures

Key Management Personnel comprise:

  • · all directors of CSL and
  • those individuals who have authority and responsibility for planning, directing and controlling the activities. of the Company and the consolidated entity.

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 www.csl.com.au website under Corporate Governance: Board and Committee Charters

The responsibilities of the Human Resources Committee псаюе

  • U, reviewing and monitoring the human resources strategic plan,
  • reviewing and approving the corporate human resources policies:
  • establishing a policy framework for employee and senior executive remuneration.
  • reviewing and recommending the terms relating to the Company's employee share, option and performance. night schemes:
  • recommending to the Board individual senior executive. remuneration packages and where appropriate, seeking independent advice regarding senior executive. remuneration.
  • · recommending to the Board serior 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 with the terms of employment and remuneration for the Managing Director
  • 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 Human Resources Committee comprises four members, all of whom are independent non-executive directors (NED). These are:

  • Mr Ken Roberts (Chairman)
  • · Mr John Akefurst
  • · Mr Maurice Renshaw (joined june 2006); and
  • · Dr Arthur Webster

Ms Alison von Bibra, General Manager - Human Resources, acts as Secretary of the Committee. The Board Chairperson may attend any meeting of the Committee in an ex officiocapacity. The Managing Director, senior executives and professional advisors retained by the Human Resources. Committee attend meetings by invitation.

The Committee meets at the conclusion of the performance management process, at the conclusion of the succession planning process, prior to the allocation of long term incentives, 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 tour Board committees and the aggregate nonexecutive 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 Boardconsiders appropriate to attract and retain high quality non-executive directors having regard to the Company's requirements and the responsibilities attached to the successful discharge of director's duties.

Currently, the Company's Constitution sets the maximum aggregate amount of remuneration which may be paid. to non-executive directors at \$1,500,000. Any increases to this sum must be approved by shareholders at a general meeting. As outlined in the Constitution, remuneration for any extra services 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 49 of this Report sets out the fees paid to non-executive directors and is based on the following NED. Committee Fees schedule

NED Committee Fees (Effective 1 Jan 2006)

Auda & Risk Навтал SECURITY
& Warket
Management
Road Committee Committee Committee Committee
Resources Nomination flischosure
Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andreas Andr
Charman 300.000 30.000 20.000
Members 125.000 12.500. 10,000

The Chairman and members of the Nortunation Committee and the Securities and Market Disclosure Committee do not receive any additional fees for committee responsibilities.

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, non-executive directors are required to take at least 20% of their director's fees in the form of shares in the Company Shares 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 superammation 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 retrement plan as at 31 December 2003 and froze the retirement allowance as at that date. No nonexecutive clientor has accrued any entitlement to any retirement allowance since 31 December 2003.

Executive 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.

Remuneration is set at a level competitive with market rates. The performance related remuneration ensures that a significant proportion of executive remuneration is at risk by linking reward to the achievement of personal and corporate. objectives, business performance and shareholder returns.

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

Executive Remuneration Structure

The Company's remuneration structure comprises three core elements

  • · fixed remuneration.
  • short-term incentives; and
  • fong-term intentives.

logether, 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 10% to 60% 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, milestories or events.

During the 2006 financial year, executives were also able to participate in the Company's equity incentive arrangements. Under this arrangement, a long-term incentive percentage is applied to an eligible executive's fixed remineration. to derive a long-term intentive amount. This amount determines the allocation level of options or performance. rights to the executive. The long-term incentive percentage generally reflects an executive's short term incentive percentage and hence also ranges from 10% to 60% of fixed remuneration.

In June 2006, the CSL Board approved new long-term. incentive arrangements for future equity grants that will become effective in the 2007 financial year. The changes are consistent with the rules of the CSL Performance Rights Plan approved by shareholders at the Annual General Meeting in 2003.

The short-term and long-term incentive arrangements are discussed further on pages 44 to 47 of this Report. Additionally details about the new long-term incentive arrangements are outlined at page 46.

Subject to specific industry or geographical labour market conditions, the short-term and long-term incentive percentages for the 2006 financial year were generally of equal amounts. 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 semionty level increases, so do the incentive. percentages and the proportion of performance related remuneration to that executive's total potential. remuneration.

CSLs 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 shortterm incentives as well as executives' ability to participate in the Company's long-term 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 Key Management Personnel are illustrated in the tables on pages 49 to 51 of this Report. The balance of fixed and performance related remuneration for executive Kevi Management Personnel is illustrated in the table on page 52 of this Report.

Following a market competitiveness review in December 2005, an adjustment to fixed remuneration and a supplementary long-term incentive grant was offered to a limited number of executives in order to align their total. remureration with that of the market.

Fixed Remaneration

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 policies are intended to compensate an executive for the additional commitment and costs associated with working in a different country. The Human Resources Committee periodically reviews these policies to ensure appropriateness and consistency with market practices.

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

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 the serior executive fixed remuneration levels are made by the Human Resources Committee to the Board for the Board's consideration.

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, inilestones or events. Shortterm incentives are paid in cash...

Directors' Report

All executive Key Management Personnel 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. The actions to achieve the stated objectives and indicators or measures to be applied in assessing an executive's performance against the objectives are also determined.

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) costs targets) and in some cases, that of the CSL group.

Importantly, consistent with the philosophy of the shortterm incentive percentage representing the potential shortterm 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 pronties.

In relation to process, the Board approves the corporate objectives, strategic plans and financial budgets. The Boardalso 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 then considers the proposed. incentive payments and makes a recommendation to the Board, for approval.

In relation to one-off incentive programs, on 16 March. 2004, the Board approved 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 Avents Behring acquisition. A cash payment was payable to selected executives whose roles were deemed critical in ensuring a successful integration, in two tranches. The second tranche was payable during the current financial year after an assessment that the second year integration targets were met

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

Further details relating to payments under the short-term incentive programs are set out on pages 49 to 51 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 and/or operational. importance to the Company, and for prospective keyemployees. 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 Tall Tall executive Key Management Personnel on the basis that they were strategically and/or 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 entities 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 clate.

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. vill lapse.

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, 1 October

oomide med

2004, 7 June 2005 and 20 December 2005 and are stipulated in the documents evidencing the respective grants

The Board views TSR as 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. over this time.

Given the Company's relevant capital markets, the Board's view is that the Reer 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 lest Date, none of the Performance Rights will vest. Where the Company is placed at or above the 75th percentile on any lest 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 advisers.

Future Long-term Incentive Arrangements

The Board has determined that future long-term incentive grants to executives will incorporate both Performance. Rights and Performance Options (each with a different performance hurdle) to provide a more appropriate balance of risk, a more leveraged incentive and broader performance measurement criteria. The use of these two types of equity is expected to closer align reward. with corporate performance, increase the market competitiveness of the total remuneration package, and facilitate the attraction and retention of highcalbre executives

Each tong-term incentive grant will generally consist of 50% Performance Rights and 50% Performance Options. For a specified group of Senior Leadership Executives, a mixof 40% Performance Rights and 60% Performance Options will be granted. This latter group includes the CEO and the state of Managing Director and Executive Key Management Personnel

The Performance Rights will continue to be granted on a similar basis as described above. The performance hurdle attached to Performance Rights will be a relative TSR hundle. with a peer group as described above. Vesting will occur where the Company's TSR ranking is at or above the 50th percentile.

The Performance Options will be issued for hil consideration. with an exercise price equal to the volume weighted.

average CSL share price over the week up to and including the gay of grant.

The performance hurdle for the Performance Options will be an earnings per share (EPS) measure. It is expected that the initial target will be 10% compound EPS growth per annum measured from 30 June in the financial year preceding the grant of options until 30 lune in the financial. year prior to the relevant test date. Either none or all of the Performance Options are exercisable depending on whether this target is achieved.

The Board considers that an EPS performance hurdle. is appropriate since a key approved corporate objective is the pursuit of sustainable earnings growth.

Performance Rights and Performance Options will be issued for a term of seven years and begin to be exercisable, subject to satisfying the relevant performance hurdle, after the second anniversary of the date of grant asdetailed in the table below.

Grant date amiwersary 411
Percentage of Performance
Rights and Options vested 25% 35% 40%

If the portion tested at each anniversary meets the relevant performance hurdle, that portion of rights and options will vest and become exercisable until the expiry date. If the portion tested rais to meet the performance hurdle the portion will be carried over to the next anniversary and retested. After the fifth anniversary, any Performance... Rights and Performance Options not vested will lapse.

Importantly, there is an individual employee hurdle requiring an executive to obtain for the financial year prior to exercise of the Performance Rights and Performance Options. a satisfactory (or equivalent) rating under the Company's performance management system.

There will be no company provided toans as part of the future long-term incentive arrangements.

SESOP II

The Senior Executive Share Ownership Plan II (USESOP III) had previously been used for the purpose of delivering long-term 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 clate 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 had to 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. had to increase by seven percent compound per amum. Either none or all of the options are exercisable depending. upon whether this target is achieved.

Directors' Report Osmanlıkla

In addition, there was 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. qrowth.

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

No options were issued under SESOP II during the 2006. financial vear.

During the past financial year, the SESOP II foan terms were adjusted to enable the Company to seek loan repayment. where the market value of the shares issued to an individual participant falls to 110% or less of the total exercise price. This mechanism will ensure that the full loan amount remains recoverable by the Company.

Relationship between Company Performance & Executive Remuneration

Over the last five years, reward delivered under the longterm intentive component of executive remuneration has been dependent on CSL's EPS growth or TSR performance. As discussed earlier, from the 2007 financial year the longterm interitive arrangements will be dependent on both the EPS growth and TSR performance of CSL.

The table below illustrates the Company's annual compound growth in basic earnings per share (EPS) for the three possible test dates for each SESOP allocation. Options granted inder SESOP and SESOP II have vested where the 7% hurdle of annual compound growth is achieved after taking into account exceptional items.

SESOP Financial Year
Allocation 2000 2001 2002 2003 2004 2005 2006
1997 16% 19% 23%
1998 18% 24%. 9%
1999 $23\%$ 5% 15%
2000. 5% 18% -22%
2001 19% 24% 30%
2002. 23% 30%
2003. 25%

To date each allocation of options has satisfied the performance hurdle before their explity date. Accordingly, except for options lapsing in accordance with the Rules (eq 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, and until July 2003, long-term. incentives were delivered through SESOP and SESOP II using options having an EPS hurdle. Accordingly, until July 2003. there was no direct link between TSR and performance. related pay except to the extent that EPS could influence ISR

Since October 2003, the Company has provided long-term. incentives using Performance Rights which have a TSR. hurdle. Write no Performance Period has yet been 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. The data is indicative of results as if tested. on 30 June 2006.

Company Indicative
TSR! avdicative Murniker
Peer Group as at Percentie of Raints
Establishment Date 30 have 2006 Ram Vesting
1 October 2003 247% 100 0 100%
31 March 2004 164% 987 100%
1 October 2004 93% 949 100%
7 lune 2006 85% 100.0 100%
20 December 2005 32% 96.2 100%

All Performance Rights yest 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 Key Management Personnel

All executive Key Management Personnel are employed. under a service contract. 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 policy which governs the level of short term incentives applicable to senionty levels.

It is the Company's general practice that employment contracts for executives do not have a fixed term.

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

Certain 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 senous misconduct and breach of contract.

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 Glarla whose termination payment may include potential homises, termination payments for all executives are expressed in months and calculated by reference to TEC or salary (excluding benefits). which the executive would have earned over that time.

Nation Period
by Company
Nouce Period
by Employee
lemination
Payments
Executive
Directors
B A McNamee 6 months 6 months 12 months
A M Cipa 6 months 6 months 12 months
Specified Executives
Pillumer 6 months 6 months 12 months
C Amit 6 months 6 months None
P Bordonaro 2 3 months 3 months 12 months
A Curtinertson 6 months 6 months 12 months
P. Turvey 6 months 6 months 12 months
К Мису 3 months 3 months 12 months
A vor Bibra 6 months 6 months 12 nonths
l Giarla 6 months 6 months 12 months

The Company and Mr C Armit entered into a fixed term contract begraving 14 November 2005 and ending 31 December 2007. The Company cannot terminate this agreement before 31. December 2007 except in the case of material under performance whereupon six months notice is required, or termination for serious misconduct or breach of contract.

  • The Company and Mr P Bordonaro entered into a fixed term contract beginning 1 February 2006 and ending 31 March 2008. Under the new employment arrangements Mr P Bordonaro ceased to be a Key Management Personnel from 1 February 2006. The notice periods and termination payments disclosed reflect those that were in place while Mr P Bordonaro was Key Management Personnel
  • 11 Mr K Milroy ceased to be a Key Management Personnel on 6 January 2006. The notice periods and termination payments. disclosed reflect those that were in place while Mr K Milroy was Key Management Personnel
  • Mr 1 Giarla is currently on an international assignment contract. The term of the assignment is from 16 Tanuary 2006 to $\qquad \qquad$ 1 February 2009 with an option to extend by 12 months by mutual agreement with the company. Should Mr T Grada bemade redundant during or at the conclusion of the assignment. a termination payment consisting of 1 year base salary (or USD300.000, whichever is greater), 100% of armual short term [100%] incentive potential (or USD150.000), whichever is greater), health in the benefits for two years after terraination date, and USD32.000 as compensation for other origoing benefits. Resignation within the initial two years of the assignment or at the end of the assignment results in a termination payment as described above unless a suitable role is found in the United States.

Directors' Report Continued and the Continued Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of the Books of th

15. Remuneration Report (continued)

Director and Executive Remuneration

Director Remuneration

Primary Post employment Other Long Jerm Share Based Paymonts
Cash salary
and fees!
Caso
Bonus:
Ă.
Non-
топезагу
Senefits
Super-
annualion Semetits
Other
-5
1 ong
Service
teave
Å
Termination
Benefits.
- 5
Performance
Rights'
ю.
Options fotal
Executive Directors
Dr. & A McNamee 2006 1,542,374 1,500,000 17.695 42,060 ÷. 160,629 $\mathcal{A}$ 610.904 3,873,662
Managing Director 2005 1473.007 1300000 66/3 40,202 143.735 246.680 3-212-302
A M Cipa 2006 610.568 543,000 1.828 47,400 ä, 65,166 $\sim$ 275.017 1,542,979
Finance Director 2005 026.416 495.000 2,565 42,531 46,990 138,349 31,269 1,282,120
Non-executive Directors
P H Wade 2006 275,000 24,750 í, ÷. 299.750
Chairman 2005 235.000 21450 ÷. 256,150
J Akehurst 2006 126,250 11,363 $\mathbf{r}$ Ŵ, 137,613
Non-executive director 2005 108.750 9,788. 118,38
L.A. Alexander 2006 145,000 ×. 13.050 W, $\overline{\phantom{a}}$ r. 158,050
Non-executive director 2005 127,600 11.475 138.975
I A Renard 2006 128,750 X. ×. 11,587 ŵ × 140,337
Non-executive director 2005 118 / 50 10688 129,438
M A Renshaw 2006 128,750 s. $\mathcal{L}_{\mathcal{A}}$ 11.587 Ø u, 140,337
Non-executive director 2005 110.000 9.900 110,900
K Roberts 2006 135,000 12,150 ÷. $\alpha$ 147,150
Non-executive director 2005 120 000 10.800 130.800
A U Webster 2006 126,250 11,363 ж 137,613
Non-executive director 2005 417 GOO 10.575 128,075
Total of all Directors 2006 3,217,942 2,043,000 19,523 185,310 $\omega$ 225,795 ä, 885.921 6,577,491
2005 2.33.523 195.000 1 243 167.109 190.725 385.029 31.269 5,576,298

Mr M A Renshaw commenced 20 July 2004

As disclosed on page 43 of this Report under the section titled
"Non-Executive Director Remuneration", non-executive
directors participate in the NED Share Plan under which non-executive directors are required to 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 page 44 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. included in the cash bonuses are the following ZLB integration. bonuses which were paid in two tranches in the 2005 financial year and 2006 financial year:

VO ST. Performance
BOTHSS
71.13
integration
Bonus
lound
Cash
Sonns:
Dr B A McNamee 2006 \$750,000 \$750,000 \$1,500,000
2005 \$650.000 \$650.000 \$1.300.000
Mr A M Ciba 2006 \$297.000 \$246,000 \$543.000
2005 \$275.000 \$220,000 \$495.000

In relation to the ZLB integration bonus, the bonus 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 Behring 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.

Contract of the Community Contract of the Community CONTRACTOR CONTRACTOR CONTRACTOR

88888888888

a kama wa mshindi wa 1979, alikuwa wa 1979, alikuwa wa 1979, alikuwa wa 1980, alikuwa wa 1980, alikuwa wa 198

Directors' Report

15. Remuneration Report (continued)

Non Director Key Management Personnel Renumeration

Primary Post employment Other Long Term Share Based Payments
Castrodary
and fees!
1.357
Monus
A,
Non-
monetary
Benefits
Retire-
Super-
ment
annuaton Benefits
Loug
Service
Leave
Телляникон
Benefits
Pertormarce
Rights
Oplears' fotal
P Turner 2006 886,025 886,683 34.384 78,696 85,192 209,144 158,340 2,338,464
President
ZLB Behring
(based in United
States)
2005 1 008 492 762.440. 41/2 76,260 395.940 83.514 200.002 2 32 820
C Armit 2006 396,340 107,500 61,993 35,401 19,016 96,027 105,560 821,837
President
CSL Phormaceutical
(based in Australia)
2005 390,761 124,300 62,895 33.160 16.033 47,121 160.066 834 536
P Bordonaro 2006 188,489 2,189 73,411
IIX.
106,268 370,357
General Manager
CSL Bioplasma
(based in Australia)
A Cumperson
2005
2006
3/135/
424,586
120.000
157,500
29.660
91,085
30 783 4.841
41,039
68.083
89,167
31.269 655.985
994,315
Chief Scientific Officer
(based in Australia)
2005 356.772 105.000 53614 32,598
24.141
16.829 37 166 158,340
1/3/11
767,905
P Turvey 2006 464,228 309,625 50,051 51,886 53,647
ú,
102,919 105,560 1,137,916
Company Secretary
and General Counsel
(based in Australia)
К Мілоу
2005
2006
397.233
224,512
294.000
132,000
31.859
20,383
48,740
30,013
22.838 58,319
45,491
126,414
160,675
979.403
613,074
General Manager
Human Resource
(based in Australia) 2005 376.665 258.566 23.495 32.913 5.115 20,896 82.156 800 806
T Claria
President Bioplasma
Asia Pacific
2006 256,269 460,754 58,070 23,237 ÷. 67.780 206,582 1,072,692
(based in Australia) 2005 461,899 1,574,604 9.663 29,362 20,747 98,628 2,214,923
A von Bibra
General Manager
Human Resource
(based in Australia)
2006
2006
134,513 174,185 27,977 9.796 22,346 23.103 103,662 495,582
Total of non-director
Key Management
Personnel
2006
2005
2,974,962 2,228,247
3365179 3239110 215348
346,132 335,038
278,985
221,240
461,596
739,899
335.848
998,719
8/2312
1,844,237
8.786.378

  • Cash salary and fees, cash bonuses and superannuation paid. in foreign currency have been converted to Australian dollars. at the year end exchange rate. Both the amount of remuneration and any movement in comparison to prior years may be influenced by changes in the respective currency exchange rates
  • Included in the cash bonuses are the following ZLB integration. bonuses which were paid in two tranches in the 2005 financial year and 2006 financial year.
71.9 Iotal
Performance wwegration Cash
Vear BOITES BORUS Norus
P lumer 2006 \$449.757 \$436,926 \$886,683
2005 \$391,220. \$381.220 \$162.440
P lutvey 2006 \$169,750 \$139,875 \$309,625
2005 \$168.000 \$126.000 \$294.000
K Minov 2006 ù. \$132,000 \$132,000
2005 \$120.664 13/902 \$258,566
A von Bibra 2006 \$90,000 \$84,185 \$174,185
20.000

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 have been determined by allocating the minimum 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 with as part of the executive's remuneration in prior years using the grant date basis of measurement.

In the 2005 financial year. I Giarla was entitled to receive a USD 300,000 non-compete payment (effective for up to two years) relating to the sale of JRH Biosclences and was
also entitled to receive a USD 300,000 sign-on fee on entering
into an employment agreement with CSL in lieu of further entitiements in connection with the sale of JRH Biosciences.

Ms A von Bibra became Key Management Personnel during the 2006 financial year, therefore no amounts are disclosed for the 2005 financial year manufacturers and the

15. Remuneration Report (continued)

Executive Key Management Personnel

Fixed and Performance Remuneration Components

Remuneration Components as a Proportion of Total Remuneration

Pertermance Related Remuneration
Fixed Remineration
(not linked)
Equary Based
to company
performancel
Cash Based
SIE
Performance
Mares.
Performance
Options
lotal fotal.
Executive Directors
B.A.M.Namee 45% 39% 16% 65% 100%
A M Cipa 41% 35% 18% 53% 100%
Key Management Personnel
P Turner 46% 38% $9\%$ 7% 54% 100%
C Armiti 62% 13% $12\%$ 13% 38% 100%
P Bordonaro. 71% 9% 29% 23% 100%
A Cuttibertson 59% 16% 9% 16% 41% 100%
P Turvey 55% 21% 9% 9% 45% 100%
K Milroy 45% 22% 7% 26% 55% 100%
1 Grarla 32% 43% 6% 19% 66% 100%
A von Bibra 39% 35% $5\%$ 21%. 61% 100%

Remuneration not linked to company performance means fixed remuneration as outlined in the section. Executive Remuneration Structure" on page 44 of this Report and comprises cash salary, superannuation and non-monetary benefits (including interest on loans if any).

As stated under the section "Fixed Remuneration" on page 44 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.

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.

The balance between fixed and performance related pay and 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.

Directors' Report an martin

15. Remuneration Report (continued)

Executive Key Management Personnel

a a shekarar 1999

Performance Remuneration

Short term intertive 2016 Accounting Values being amortised in respect
of the 2006 equity grants in future years."
春村
Remunerat n
consisting
of options.
& rights
(B)
Value of
Richts.
gesneer!
durant
05/06 at
monted
date
K)
Maiue of
Options
exemised
during
05/06 at
exercise
date"
10)
Total of
совники
@ 10 (0)
Percentage
Awarded
Percentage
Not Auranded!
2007
$\sim$
2008 2009
İ.
2010
ł.
$\mathbb{P}_\alpha$ S. A
Executive Directors
B A McNamee $83.3\%$ 16.7% 682.471 684.341 666.25 204 281 16% 2614.690 2614.650
А М Сцю -90.0% 10.0% 266,702 267.432 260.759 81.713 18% 199 360 997.500 2018.850
Key Management Personnel
P lumer 100.0% 252.665 253.353 245.430 65 334 16% 942.003 2918850 3920853
C Armit 62.5% 315% 48.466 48.599 45.412 25% 181.780 613.200 794 980
P Bordonaro 48.466 48,599 45,412 29% 181.780 1.399.500 1.561.280
A Cumbertson 87.5% 12.5% 138.405 138.784 136.253 49.412 25% 514830 469.980 984 810
P Jurvey 81.5% 12.5% 86.993 81.232 84431 21.961 18% 324 380 1.674.900 1.999.280
KIMEOV 28.949 29.029 21125 33% 108,580 24.080 132.660
1 Glarla 31.5% 62.6% 44.563 44.685 41/94 25% 167 140 1.015.200 1162340
A von Bibra 75.0% 25.0% 21.468 21.527 20.115 26% 60.520 320.10 400.699

Short term incentive awarded and not awarded relates to the period ended 30 June 2006 only.

As mentioned on pages 44 and 45 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, 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.

Ø. The 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.

Represents the value of options and rights that are granted to the person as part of their remuneration in the 2006 financial year. The value at grant date represents the accounting value of the grant.

Represents the value of options and rights that were granted to the person as part of their remuneration and that were exercised. during the year. The value at exercise date has been determined by the share price at the close of business on exercise date less the option/right exercise price (if any) times by the number of options/rights exercised during 2006.

mmmmmm8

Continued

15. Remuneration Report (continued)

  • Executive Key Management Personnel
  • Options and Rights Holdings Committee Committee Committee Committee
  • Performance Rights
lerns and Conditions for Performance Rights
grants during 2006
Balance 201
1m 2008
Number
Granted
balance at
30 June
2006
Number
vested
During the
Year
Grant Date Value per
Richt af
Grant Date
Y.
First
Exercise
Date
1 ast
Lxercise
Date
Executive Directors
B.A.McNamee 70.000 40.000
37.000
147,500 15-14-05
7 Mar 06
24.51
43.58
30 Sep 08
20-Dec-08
7-180-12
20 Dec 12
A M Cipa 40.000 15.000 15-10-05. 24.51 30 Sep 06 $J$ -lun 1 $Z$
Key Management
Personnel
15.000 70.000 $\sim$ 7 Mar 06 43.68 20 Dec-08 20 Dec-12
Pluner 24.800 17650 $I-$ Sep $-05$ 24.40 30-Sep-08) 7 Iun 12
11.900 54.350 6 Арг-06 42.97 20 Dec-08 20 Dec 12
A Cuthbertson 11.100 5250 $7-$ Se $p$ -O $5$ 24.40 30-Sep-08. $7 \text{ km} \cdot 12$
9000 25350 ¥ 6 Apr 06 42.97 20-Dec-08 20-Dec-12
Pillavey 17 100 6250 $T$ -Sep-Ob 24.40 $30$ -Sep $\omega$ 8 $7 - 1$ Lin $-12$
4.000 27350 6-Apr-06 42.97 $20 - \log 08$ 20 Dec 12
C Armiti 14 400 1.450 21.850 7-Sep Ob 24.40 30-Sep-08) $7 - \ln n + 2$
P Bordonaro 20.800 7.450 28.250 7 Sep-05 24.40 30 Sep 08 7 Jun 12
K Miroy 5800 4.450 10,250 23 7-Sep-05 24.40 $30$ -Sep $-06$ $7 - 115 - 12$
I Glarla 6.000 6.850 12850 S. $7-$ Se $p1$ (Jo 24.40 30-Sep-06 7-lun-12
A von Bibra 1500 3,300 4.800 $I$ -Sen $-05$ 24.40 30-Sep 08 $7 - 11 + 12$
¶ota∥ 211.500 191,050 402.550

Alan Alaman Manazarta (Alan Alaman Manazarta (Alan Alaman Manazarta (Alan Alaman Manazarta (Alan Alaman Manaz

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

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

The Board has resolved to make grants of Performance Rights relating to the 2006 financial year subsequent to completing assessments under the Company's performance management system and annual reviews of executive remuneration levels. These are expected to be granted in October 2006.

ganaan mil

a kanang manang manang manang manang manang manang manang manang manang manang manang manang manang manang man


,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

a a mata a mata a cinemata a cinemata a cinemata a cinemata a cinemata a cinemata a cinemata a cinemata a cine

15. Remuneration Report (continued)

Executive Key Management Personnel

SESOP and SESOP II Options

Balance at 1
July 2005
Mumber
Granted
Number
Exercised
Manber
Lapsed
Forteited
Balance at
30 June 2006
Winnber
Vested
Dunna
the Year
Vested and
Exercisable
at 30 June
2006
Executive Directors
B A McNamee
А М Стра 75.000 50.000. 25.000 15.000 25.000
Specified Executives
Pllumer 175.000 145.000 30.000 65.000
C Armit 90.000 40.000 50.000 70.000 30.000
P Bordonaro 75,000 75.000 15,000
A Cutribertson 87.000 57000 30.000 57.000
Pilurvey 100.000 80.000 20,000 40.000
K Milroy 70.000 28.000 42.000 7.000
I Giarla 103.500 - 1 45,000 58.500 54.000 36.000
A von Bibra 39.600 21.120 18.480 5,280
lotall 815 100 541 120 273.980 328.280 91.000

In relation to the 2006 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 und

Shares Issued on Exercise of Options and Rights

Date Options
granted 1
& rahts Manber of
Shares
Paid 3
Per Strate
Unpaid \$
Per Share
Executive Directors
B. A. McNamee
A M Cipa Aug-2000 50.000 34.04
Key Management
Personnel
Pillumer Aug-2000 100 000 34.04
11 2002 45.000 21.91
C Armit Feb-2000 40.000 23.01
A Cuthbertson feb 2000 12.000 21.01
11 2002 45.000 2191
Р илиех Aug. 2000 50.000 34.04 mm
101-2002 30.000 2/97
P Bordonaro Aug-2000 75.000 34.04
K Milroy Jun-2001 28,000 37.54
1 Gerta Aul-2003. 45.000 12.19
A von Bibra lun 2001 21.120 37.54
lotal IIII 541.120

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

Refer to the tables on page 54 and above for the balance of options and performance rights held by Key Management
Personnel subsequent to exercise of the options and performance rights as set out above $\mathbf{z}$

the contract of the contract of the contract of

San San San San San San San San San San

iiiiii

Directors' Report

15. Remuneration Report (continued)

Directors and other Key Management Personnel

Shareholding

Balance at Outtons
exercised
Other
charates
Balance at
30 June
Balance as of
date of this
1 Any 2005 damng year during year 2006 report
Directors
B A McNamee 343.511 (50,000) 293.511 293.611
А М Стра 8.547 50.000 (50.000) 8547 8547
P. H. Wade 30 910 1241 32.161 32.151
J Akehurst 6313 531 6.844 6.844
t. A Alexander 6.516 531 7.047 1047
J.A. Renand 6373 531 6,904 6.904
M A Renshaw 659 531 0.190 1,190
K J Roberts 5.838 (469) 5.369 5,369
A C Webster 8 842 531 9.373 9373
Key Management
Personnel
Pilmner 12.242 146.000 (145,000) 12.242 12,242
C. Armit 110.910 40.000 (80,0.00) 70.910 70.910
P Bordonaro 26,760 75,000 (101/000) 760 760
A Cuthbertson 49.379 57.000 (48.000) 57.379 57.379
Pilavey 46.971 80.000 (75.113) 51.268 51.258
K Miltov 36.603 28.000 (62, 832) 1771 1711
ll Giarla 45.000 (45.000)
A von Bibra 1,283 21.120 (21) 765 636 638
lotal 700.657 541,120 (675, 683) 565.894 565,894

Loans to Executive Key Management Personnel.

Details of the aggregate of toans to Key Management Personnel are as shown:

Opening
Balance
\$000
interest
Charged
\$000
merest
Not Charged
\$000
Closina
Kalance
5000
Mumber
in group
30 June 2005
Executive Directors 2006 941 37 20 493 2
2005 1.882. 71 -71 941 -2
Key Management 2006 5,041 112 212 4.938 8
Personnel 2005 1.930. 72. 218. 5.041 10.
Total Executive Directors
and Key Management 2006 5.982 149 232 5.431 10
Personnel 2005 -3.812 143 -289 5.982 12.

15. Remuneration Report (continued)

Loans to Executive Key Management Personnel (continued).

Details of the aggregate of Icans to Key Management Personnel are as shown:

Balance at
1 May 2005
\$000
Interest
Charged
\$ 000
mterest
Not Charged
\$ 000
Balance at
30 June 2006
3.000
Highest Owing
in Penad
\$ 000
Executive Directors
B A McNamee 893 35. 18 447 893
A M Cina 48. D. 2 46. 48.
Key Management
Personnel
D'iurner 110 4 4 110. 110
C Amit 2.537 401 62. 1615 3.460
P Bordonaro 330 2. 330
A Cuthbertson 1.008 37 91 1.611 1/84
Pluney 593 20. 50 1702 1 702
K Miroy 463 3. 463
1 Grana ារា

All of the loans relate to SESOP and SESOP II under which Key Management Personnel were provided with Idans 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 Key Management Personnel 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%)

Interest not charged represents the difference between the average commercial rate of interest during the year (7%). and interest charged to the individual.

16. Other Transactions and Balances with Directors and other Key Management Personnel

The directors and other key management personnel 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 relationships induding property leasing and research collaborations. with the University of Methourne of which Mi lan. Renard is the Chancellor and Miss Elizabeth Alexander is the Chair of the Finance Committee and a member of the Council, and
  • 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.

17. 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,

  • an ongoing and unlimited indemnity to the relevant director against liability incurred by that director in or ansing out of the conduct of the business. of the Company or of a subsidiary (as defined in the Corporations Act 2001) 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 liability is incurred in or ansing out of the conduct of the business of that corporation or in the discharge of the duties of the director in relation to that corporation.
  • 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 ornissions of that director in the director's capacity or former capacity as a director of the Company, and
  • 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 periodof appointment.

In addition to the Director's Deeds, Rule 146 of the Company's Constitution requires the Company to indemnity 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 in the 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 inthe discharge of the duties of the officer in relation to that corporation.

The Company paid instrance premiums of \$678,937.89 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 legal costs) arising as a result of work performed in their respective capacities, to the extent permitted by law.

18. 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 entry'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 non-audit 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, and

· 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.

Ernst & Young and its related practices received or are due to receive the following amounts for the provision. of non-audit services."

Due diligence and completion audits
Compliance and other audits.
\$194,243 0.16000
\$210.243

19. Rounding

The amounts contained in this report and in the financial containing the amount of 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 orrectors.

Signed

Peter H Wade (Director)

Signed

Brian A McNamee (Director)

Melbourne 23 August 2006

EII ERNST & YOUNG

F Ernst & Young Building Enter
8 Exhibition Street
Melbourne VIC 3000 Australia

GPO Box 67
Melbourne VIC 3001

■ Tel 61 3 9288 8000 Fax 61 3 8650 7777

Auditor's Independence Declaration

In relation to our audit of the financial report of CSL Limited for the financial year ended 30 June 2006, 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.

Emit 9 yours

Ernst & Young

Ivan Wingreen Partner Melbourne

23 August 2006

Liability limited by a scheme approved under-Professional Standards Legislation.

CSL Limited and its controlled entities Income Statement for the year ended 30 June 2006

Consolidated Entity [[[[[[[[[
Contingent
Consideration
Operating
2006
(Note 5)
2006
Total
2006
2005
Notes \$000 \$000 \$000 \$000
Continuing operations
Sales revenue 3 2,848,908 2,848,908 2 608 965
Cost of sales
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
m (1,703,033) ÷ (1,703,033) (1.618.833)
Gross profit 1,145,875 $\ddot{\phantom{0}}$ 1,145,875 990,132
Other revenues 3. 54,624 54,624 41,294
Other income 3 2.081 2,081
MANAMANAN
Research and development expenses
(161, 023) (161, 023) (140.958)
Selling and marketing experises. (339, 863) (339, 863) (324, 866)
General and administration expenses (161, 197) (328, 515) (489, 712) (116.604)
Finance costs 3 (41, 517) $\Delta$ (41, 517) (38.816)
Profit before income tax expense 498,980 (328, 515) 170,465 410.283
Income tax experise 4. (148, 087) 94,979 (53, 108) (175, 554)
Net profit from continuing operations
23 350,893 (233, 536) 117,357 234.729
Discontinued operations
Proticatter tax from discontinued operations Ġ. 253.045
Profit attributable to members of the parent entity 23. 350,893 (233, 536) 117,357 487.774
Earning, per share Cents Cents
Cents
Basic earnings per share for profit from continuing operations 34 192.77 64.47 110 ii
Basic earnings per share for profit from discontinuing operations 34 129.11
Basic earnings per share for profit attributable to members. 34 192.77 64.47 ШЩ
248.68
Diluted earnings per share for profit from continuing operations 34 184.25 61.62 116.39
Diluted earnings per share for profit attributable to members 34 184.25 61.62 241.86

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

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a a shekarar 1979

CSL Limited and its controlled entities Income Statement
for the year ended 30 June 2006

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

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

gan an aikin

этайхаар шахагу
2006 2005
Notes \$000 5000
Continuing operations
Sales revenue А, 346,822 363.320
Cost of sales (171, 356) (11) 8531
Gross profit 175,466 192,467
Other revenues 3 35.016 30,998
Other Income 3. 1,660
Research and development expenses (79, 509) 159,1921
Seling and marketing expenses (47, 785) 142.5021
General and administration expenses. (58, 419) (56, 558)
Finance costs $\mathcal{A}$ (4, 826) (387)
Profit before income tax expense 21,603 64.811
Income tax expense. $\overline{4}$ (5, 569) (0, 16)
Profit attributable to members of the parent entity 23 16,034 65,295

the contract of the contract of the contract of the contract of the contract of

W. . . . . . . . . . . . . . . . . . .

a a shekarar 1979

CSL Limited and its controlled entities Balance Sheet
as at 30 June 2006

Consolidated Entry Parem Entity
Notes 2006
\$000
2005
\$900
2006
\$000
2005
4000
CURRENT ASSETS
Cast and cash equivalents J. 753,694 723,842 177,290 461.769
Trade and other receivables. 8 593,679 559.227 99,734 71,283
Current tax assets 18 6,889 6,889
Inventories 9 973,427 946,583 66,426 59,451
Other financial assets 10 7,872
Total Current Assets 2,335,561 2.229.652 350,339 592.603
NON-CURRENT ASSETS
Irade and other receivables. 8 17,673 14.026 11,117 20.041
Other financial assets 4H 4,728 16.566 1,232,935 232.905
Property plant and equipment 12 816,336 769,143 268,881 261.402
Deferred tax assets 13 187,432 76.659.
Intangible assets 14 820,841 786,435, 20,000 20,000
Retrement benefit assets 16, 3,514 -60. 1,840
Iotal Non-Current Assets 1,850,524 1.662.879 1,534,773 1.534.348
TOTAL ASSETS 4,186,085 $3.892 + 31$ 1,885,112 2.126.851
CURRENT LIABILITIES
Trade and other payables 16. 388,979 396,555 688,999 595 199
Interest-bearing kabilities and borrowings 17 463,632 14.141
Current tax labilities
Provisions
18
19.
88,038
85,885
31,130
81,891
26,115 1/348
Deferred government grants 20 371 296 371 296.
Retirement benefit liabilities 15 4,635
Total Current Liabilities 1,031,540 533 013 715,485 613.343
NON CURRENT LIABILITIES
Interest-bearing Vabilities 17. 595,197 995,839
Non-current tax liabilities 18 5,043
Deterred tax habilities 13 61,767 18,211 1,715 9.958
Provisions. 19 408,053 78,546 5,223 16.391
Deferred government grants 20 4,093 2.664 4,093 2,004
Retirement benefit liabilities $15\,$
wm
90,588 95.667 - 159
Total Non-Current Liabilities
m
1,164,741 1.250.993 11,031 29.172
TOTAL LIABILITIES 2,196,281 1.784.006 726,516 642.510
NET ASSETS 1,989,804 2.08525 1,158,596 1,484,336
EQUITY
Contributed equity 21 994,101 1,223,456 994,101 1,223,466
Reserves 22 (55, 767) (18200) 13,351 2.803
Retained earnings 23. 1,051,470 1.068.065 151,144 258 067
TOTAL EQUITY 24. 1,989,804 2.106.25. 1,158,596 1484,336

a kacamatan ing Kabupatèn Tanah

200000000000000000000000000000000000000

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

MANAMANA

CSL Limited and its controlled entities Statement of Recognised Income and Expense
for the year ended 30 June 2006

,,,,,,,,,,,,,

33333333333333333333333333333333333333

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

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

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

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

Conselvated Entry Parent Eminy
Notes 2006
\$000
2005
6000
2006
\$000
2005
SOOO
Profit for the year 117.357 487.774 16.034 56.295
Exchange differences on translation of foreign operations.
net of hedges.
22. 116.691 1106-973.
Gains liossest on available for sale financial assets, net of tax 22. (101) (101)
Actuaria gains losses) on derined benefit plans, net of tax 23. (9,558) (16/136) 1,437 38.
Net income (expense) recognised directly in equity. 107.032 (213,100) 1.336 38.
Total recognised income and expense for the year
attributable to equity holders
24 224.389 274.665 17.370 1999

a a shekarar 1979

CSL Limited and its controlled entities Cash Flow Statement

Consolidated Entry Parent Entity
Motes 2006
\$000
2005
\$000
2006
\$000
2006
9.000
Cash flows from Operating Activities
Receipts from customers (inclusive of GST) 2,982,382 2.698.158 373,303 369.640
Payments to suppliers and employees (inclusive of GST) (2,324,695) (207333) (329, 539) (291, 294)
Cash generated from operations 657,687 624821 43,764 16.346
Income taxes (paid/received (127, 727) (43, 299) 4,173 (14.620)
Interest received 24,767 16,954 8,438 12.384
finance costs paid (32, 563) 130.660) (324) (384)
32
Net cash inflow from operating activities
522,164 66/622 56,051 15123
6.
Net cash outflow from operating activities - discontinued operations
9.566
Net cash inflow from operating activities - continuing operations 522,164 511.386 56,051 $\frac{1}{2}$
Cash flows from Investing Activities
Proceeds from sale of property, plant and equipment 2.739 712 281 13
Proceeds (payments) from the sale of business unit. (14, 920) 460.135
Dividends received 396 2,661
Payments for property, plant and equipment (122,065) (105,015) (38, 881) 132.0291
Payments for other investments (132) (211) (132) 12TT)
Payments for intellectual property (8,548) (9.001)
Payments for restructuring of acquired entities and businesses. (10,086)
(5,025)
(83, 967)
Payments for onerous contracts (14682)
(30.433)
(20.624)
Income tax on profit on sale of business unit (157, 641) 217,472 (36,071) [52.917]
Net cash inflow/foutflow) from investing activities
Net cash outflow from investing activities - discontinued operations.
Ø.
14.868
Net cash inflow/(outflow) from investing activities
- continuing operations (157, 641) 232.340 (36,071) [52,817]
Cash flows from Financing Activities
21
Proceeds from issue of shares
51.711 16,970 51.711 16970
Payments for shares bought back
21
(281, 538) (317, 195) (281, 538) (317.795)
Dividends paid (124, 394) (63, 508) (124, 394) (63, 508)
Acvances from subsidiaries 49,762 700,596
Proceeds from borrowings (2,082) 266.617
(10, 20, 2)
Repayment of portowings
Net cash inflow/(outflow) from financing activities
(356, 303) (166,688) (304, 459) 426,263
Net cash flow from financing activities - discontinued operations
6.
Net cash inflow/(outflow) from financing activities
- continuing operations (356, 303) (166,688) (304, 459) 426.263
Net increase/(decrease) in cash and cash equivalents
- continuing operations
8,220 643.040 (284, 479) 449,069
Net decrease in cash and cash equivalents
- discontinued operations
f)
(24, 434)
Net increase in cash and cash equivalents 8,220 018606 (284, 479) 449,069
Cash and cash equivalents at the beginning of the financial year
WWWW
719,751 110343 461,769 12,700
Exchange rate variations on foreign cash and cash equivalent
Dalances
20,017 (0, 108)
32
Cash at the end of the financial year
747,988 710,761 177,290 461,769

CSL Limited and its controlled entities Notes to the Financial Statements for the year ended 30 June 2006

1 Summary of Significant Accounting Policies

The financial report of CSL Limited (the Company) for the year ended 30 line 2006 was authorised for Issue in accordance with a resolution of the directors on 23 August 2006.

(a) Statement of compliance

This general purpose financial report has been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Compliance with AASBs ensures that the financial report, comprising the financial statements and notes thereto, complies with the international Financial Reporting Standards (IFRS).

This is the first financial report prepared in accordance with the Australian equivalents to the International Financial Reporting Standards (AIFRS) and AASB 1 First-Time adoption of Australian Equivalents to International Financial Reporting Standards has been applied. The consolidated entity has taken the exemption available under AASB 1 to only apply AASB 7 Financial Instruments: Disclosure, AASB 132 Financial Instruments. Presentation and AASB 139 Financial Instruments: Recognition and Measurement from 1 July 2005. An explanation of how the transition to AIFRS has affected the reported financial position, financial performance and cash flows of the consolidated entity and the Company is provided in note 37.

Except for the revised AASB 119 Employee Benefits (issued December 2004) and AASB 7 Financial Instruments. Disclosure fissued August 2005), Australian Accounting Standards that have been issued or amended subsequent to 1 July 2005, but are not yet effective or adopted by the consolidated entity for the annual reporting period ended 30 June 2006 are as follows:

AASB
amendment/
standard
Affected Standard(s) Nature of change
to accounting policy
Application date
of standard
Application date
for the
consolidated entity
2004-3 AASB 1: First-time adoption of AlFRS,
AASB 101: Presentation of Financial
Statements, and AASB 324; Related
Party Disclosures.
No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 July 2006
2005-1 AASB 139: Financial Instruments:
Recognition and Measurement.
No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 July 2006
2005-4 AASB 139: Financial Instruments:
Recognition and Measurement,
AASB 132: Financial Instruments:
Disclosure and Presentation. AASB 1:
First-time adoption of AIFRS,
AASB 1023: General Insusance
Contracts, and AASB 1038: Life
Insurance Contracts.
No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 July 2006
2005-5 AASB 3: First time adoption of AIFRS,
AASB 139: Financial instruments:
Recognition and Measurement.
No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 July 2006
2005-6 AASB 3: Business Combinations. No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 July 2006
2005-9 AASB 4: Insurance contracts,
AASB 1023: General Insustance
Costracts.
AASB 132: Financial instruments:
Presentation and Disclosure.
AASB 139: Financial instruments:
Recognition and Measurement.
Change to accounting policy
required. However, no material
impact on the current financial
years financial statements.
1 January 2006# 1 July 2006

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006

Summary of Significant Accounting Policies (continued) I

(a) Statement of compliance (continued) statement or compliance (community) and the community of the community of the community of the community of the community of the community of the community of the community of the community of the community of the communit

AASB
amendment/
standard
Affected Standard(s) Nature of change
to accounting policy
Application date
of standard
Application date
for the
consolidated entity
2005-10 AASB 3: First time adoption of AIFRS,
AASB 4: Insurance contracts,
AASB 101: Presentation of Financial
Statements,
AASB 114: Segment Reporting,
AASB 117: Leases,
AASB 133: Earnings per Share,
AASB 132: Financial Instruments:
Presentation and Disclosure.
AASB 139: Financial Instruments:
Recognition and Measurement,
AAS8 1023: General Insurance
Contracts,
AASB 1038: Life Insurance Contracts.
No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 ltdy 2006
2006-3 AASB 121: The Effects of Changes
in Foreign Exchange Rates.
No change to accounting policy
required. Therefore no impact.
31 December 2006* 1 ltdly 2006
UIG 4 UIG 4: Determining whether an Asset
Contains a Lease.
No change to accounting policy
required. Therefore no impact.
1 January 2006# 1 ltdy 2006
UIG 5 UIG 5: Rights to Interests arising from
Decommissioning, Restoration and
Environmental Rehabilitation Funds.
Not applicable to the consolidated
entity. Therefore no impact.
Not applicable Not applicable
UiG 6 UIG 6: Liabilities arising from
Participating in a Specific Market -
Waste Electrical and Electronic
Equipment.
Not applicable to the consolidated
entity. Therefore no impact.
Not applicable Not applicable
UiG 7 UIG 7: Applying the Restatement
Approach under AASB 129 Financial
Reporting in Hyperinflationary
Economies.
No change to accounting policy
required. Therefore no impact.
1 March 2006# 1 ltdy 2006
UIG 8 UIG 8: Scope of AASB 2.
required. Therefore no impact.
No change to accounting policy 1 May 2006# 1 luly 2006
UiG 9 UIG 9: Reassessment of Embedded
Derivatives.
No change to accounting policy
required. Therefore no impact.
3 June 2006# 1 laly 2006
$t$ Application date is for the annual reporting periods beginning on or after this date.

Application date is for the annual reporting periods ending on or after this date.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 lune 2006.

Summary of Significant Accounting Policies (continued)

(b) Basis of Accounting

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available for-sale financial assets, financial assets and ilabilities (including derivative instruments) at fair value through profit or loss, and land and buildings.

The preparation of a financial report in conformity with Australian Accounting Standards requires directors to make judgments. estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The consolidated entity has elected to apply AASB 119 Employee Benefits fissued December 2004) to the annual reporting period beginning 1 July 2005. This includes applying AASB 119 to the comparatives in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors.

The consolidated entity has also elected to apply AASB-7 Financial Instruments. Disclosure to the annual reporting period beginning 1 July 2005. As permitted by AASB 1 First-Time adoption of Australian Equivalents to International Financial Reporting Standards, comparative information has not been restated.

The accounting policies set out below have been applied consistently, except as noted below, to all periods presented in the consolidated financial report and in preparing the opening AIFRS balance sheet at 1 July 2004 for the purpose of the transition to Australian Accounting Standards - AIFRS.

(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 period and at balance date (together being 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 period, its results are included in the consolidated income statement from the date on which control commences. Where there is loss of control of an entity, the consolidated income statement. includes the results for the part of the reporting period during which control existed.

(d) Foreign Currency Translation

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Australian dollars, which is CSL Limited's functional and presentational currency

Foreign currency transactions are translated into the functional currency using the rate of exchange ruling at the date of the transaction

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end. exchange rates of monetary assets and labilities denominated in functional currencies are recognised in the locome statement. except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Translation differences on non-monetary items, such as securities held at fair value through profit or loss, are reported as part of the securities fair value gain or loss. Translation differences on non-monetary items, such as securities classified as available for sale financial assets, are included in the fair value reserve in equity.

Assets and liabilities of foreign operations are translated to Australian dollars at the rates of exchange ruling at the end of the reporting period. Revenue and expenses of foreign operations are translated to Australian dollars at the average rates of exchange ruling for the period. Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity.

On consolidation, exchange differences ansing from the translation of any net investment in foreign operations, and of borrowings designated as hedges of such investments, are taken to the translation reserve. When a foreign operation is sold. a proportionate share of the post 1 luly 2004 net exchange differences are recognised in the income statement as part of the gain or loss on sale.

Summary of Significant Accounting Policies (continued)

(e) Revenue Recognition

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

Sales 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 the significant risks and rewards of ownership of the goods have passed to the buyer and the costs incurred or to be incurred in respect of the transaction can be reliably measured.

Interest income

Interest income is recognised as it accrues (using the effective interest rate method).

Citier revenue

Other revenue is recognised as it accrues.

Dividend income

Dividend income is recognised when the shareholders right to receive the payment is established.

(f) Government Grants

Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be received. and the consolidated entity will comply with all attached conditions.

Government grants relating to an expense item are deferred and recognised in the income statement over the penod necessary. to match them with the expenses that they are intended to compensate. Government grants received for which there is no future related costs are recognised in the income statement immediately.

Government grants relating to the purchase of property, plant and equipment are included in current and non-current liabilities. as deferred income and are released to the income statement on a straight line basis over the expected useful lives of the related assets.

(g) Borrowing Costs

Borrowing costs are expensed as incurred fusing the effective interest rate method), except where they are directly attributable to the acquisition or construction of a qualifying asset, in which case they are capitalised as part of the cost of that asset.

(b) 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 GSI component of cash flows arising from investing and financing activities that are recoverable are classified as operating cash flows.

(i) Income Tax

Income tax on the profit or loss for the reporting penod comprises current and deferred tax. Income tax is recognised In the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised. итесниту.

Current tax is the expected tax payable on the taxable income for the reporting period, using the income tax rate for each jurisdiction that has been enacted or substantially enacted at reporting date and any adjustments to tax payable in respect of previous vears.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences, at the tax rates expected to apply when the assets are recovered or liabilities are settled, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Temporary differences arising from the initial recognition of an asset or a liability that affect neither accounting profit nor taxable income and differences relating to investments in subsidiaries, to the extent they will probably not reverse in the foreseeable. future, are not provided for

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and tax losses.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities related to the same taxable entity or group and the same taxation authority

Summary of Significant Accounting Policies (continued)

(j) Cash and Cash Equivalents

Cash on hand and in banks and short-term deposits are stated at nominal value. Cash and cash equivalents comprises cash on hand, at call deposits with banks or financial institutions, investments in money market instruments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts.

Bank overdrafts are carried at the principal amount interest is charged as an expense as it accrues (using the effective interest rate method).

(k) Trade and other receivables

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

Other receivables are recognised and carried at the nominal amount due. Non-current receivables are recognised and carried at amortised cost. They are non-interest bearing and have various repayment terms.

(1) Inventories

Raw materials and stores, work in progress and finished goods 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.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

(r) Investments and other financial assets

The consolidated entity has taken the exemption available under AASB 1 to apply AASB 7, AASB 132 and AASB 139 only from 1 July 2005. The consolidated entity has applied Australian accounting standards in force prior to financial years beginning 1 January 2005 ("AGAAP") to the comparative information on investments and other financial assets within the scope of AASB 7 AASB 132 and AASB 139

In accordance with AGAAP, prior to 1 luly 2005, interests in non-controlled entities or non-associated corporations are included in investments at the lower of cost or the recoverable amount.

In accordance with AIFRS, subsequent to 1 July 2005, the consolidated entity classifies its investments as financial assets at fair value through the profit or loss, or available for sale financial assets. The classification depends on the purpose for which the investments were acquired. The consolidated entity determines the classification of its investments at initial recognition and re-evaluates this designation at each reporting date when allowed and appropriate.

Emancial assets at fair value through profit or loss

This category includes financial assets held for trading and financial assets designated at fair value through profit or loss on initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated. A financial asset is designated in this category if there exists the possibility it will be sold in the short term, and the asset is subject to frequent changes in fair value. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected. to be realised within 12 months of the balance sheet date.

Realised and unrealised gains and losses arising from changes in the fair value of the financial assets at fair value through profit or loss are included in the income statement in the period in which they arise.

Financial assets at fair value through the profit or loss are carried at fair value.

Available-for-sale financial assets

Available for sale financial assets are non-derivatives that are designated as available for sale. They are included in non-current assets unless it is intercled to dispose of the investment within 12 months of the balance sheet date.

Available for sale financial assets are carried at fair value.

Unrealised gains and losses ansing from changes in the fair value of financial assets classified as available for sale are recognised in equity in the unrealised gains reserve until they are sold or impaired, at which time the accumulated fair value adjustments are included in the income statement.

The fair value of financial assets is based on active market prices. If the market for a financial asset is not active, the consolidated entity establishes fair value by using valuation techniques. These include reference to the fair values of recent arm's length transactions, involving the same instruments or other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the specific dicumstances.

Investments in subsidiaries are carried at their cost of acquisition, less any impairment allowance, in the Company's financial statements

CSL Limited and its controlled entities Notes to the Financial Statements continued for the war ended 30 June 2006.

Summary of Significant Accounting Policies (continued)

In) Acquisition of Assets

The purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments 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 acquistion. 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.

The consolidated entity has taken the exemption available under AASB 1 not to apply AASB 3 to past business combinations that occurred before transition to AFRS.

In accordance with AIFRS, where an entity is acquired and the fair value of the identifiable net assets acquired, including any existing restructuring liabilities and contingent liabilities assumed of the acquired entity, exceeds the cost of acquisition, the difference represents a discount on acquisition. The discount on acquisition is recognised immediately in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired. Where goodwill arises it is brought to account on the basis described in note 1(s).

(o) Property, Plant and Equipment

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

Plant and equipment is stated at cost less depreciation, amortisation and accumulated impairment losses, which is not in excess. of the recoverable arnount. Capital work in progress is stated at cost. Property, plant and equipment, except freehold land, are depreciated over their useful lives on a straight line basis as follows:

Buildings 5 - 30 years
Plant and equipment $3 - 15$ years
Leasehold improvements 6 10 years

(p) Impairment of Assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently wherever events or changes in circumstances indicate that it may be impaired.

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised in the income statement for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. In assessing value in use, the estimated fulure cash flows are discounted to their present value using a pre-tax discount rate that reflects. the current market assessments of the time value of money and the risks specific to the asset.

For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Imparment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash generating units, and then, to reduce the carrying amount of the other assets in the unit on a pro-rata basis.

(g) Leasehold 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.

(r) 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.

Finance leases

Leases which effectively transfer substantially all the risks and benefits incidental to ownership of the leased item to the consolidated entity are capitalised at the lower of the fair value of the leased item and the present value of the minimum lease. payments. The corresponding rental obligations, net of finance charges, are included in interest bearing liabilities.

Lease payments are allocated between finance charges and reduction of the lease liability so as to achieve a constant rate on the finance balance outstanding. Finance charges are charged directly against income. Capitalised lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term.

1 Summary of Significant Accounting Policies (continued)

(r) Leases (continued)

Operation 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 in the income statement on a straight-line basis.

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

(s) Goodwill

On acquisition of some or all of the assets of another entity, the identifiable net assets acquired fincluding contingent liabilities assumed) 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. As from 1 July 2004 goodwill is not amortised

Goodwill is tested for impairment arrivally, or more hequently if events or changes in circumstances indicate that it might be impaired. Goodwill acquired is allocated to each of the cash generating units expected to benefit from the combination's synergies, impairment is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates.

For business combinations prior to 1 luly 2004, the date of transition to AIFRS, goodwill is included on the basis of its amortised cost, being the amount recorded under the previous AGAAP. The consolidated entity has taken the exemption available under AASB 1 not to restate the opening AIFRS balance sheet for business combinations that occurred prior to transition to AIFRS.

(t) Research and Development, Patents and Intellectual Property

Current expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in the income statement as an expense when it is incurred.

Expenditure on development activities, being the application of research findings or other knowledge to a plan or design for the production of new or substantially improved products before the start of commercial production or use, is recognised in the income statement as incurred except where the products being developed are technically and commercially feasible and adequate resources are available to complete their development.

Expenditure on equipment used in research and development activities is capitalised in property, plant and equipment and depredated over its estimated useful life.

Purchased intellectual property and other intangibles have been assessed as having finite lives and are carried at cost less accurrulated amortisation and accurridated impairment losses. Purchased intellectual property and other intangibles are amortised on a systematic basis over their useful lifes (from 10 to 20 years).

The carrying value of intellectual property and other intangibles is tested for impairment annually, or more frequently where events or changes in circumstances indicate that they might be impaired.

(u) frade and other payables

Liabilities for trade payables 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.

(v) Interest-Bearing Liabilities and Borrowings

Interest-bearing liabilities and borrowings are recognised initially at fair value net of transactions costs incurred. Subsequent to initial recognition, interest-bearing liabilities and borrowings are stated at amortised cost with any difference between the proceeds (net of transaction costs) and the redemption value recognised in the income statement over the period of borrowings using the effective interest method.

(w) Denvative Financial Instruments

The consolidated entity may use derivative financial instruments to hedge its exposure to foreign exchange risks arising from operational, financing and investment activities.

In accordance with it's treasury policy, the consolidated entity does not hold or issue derivative trading instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

The consolidated entity has taken the exemption available under AASB 1 to apply AASB 7, AASB 132 and AASB 139 from 1 July 2005. The consolidated entity has applied previous AGAAP in the comparative information on financial instruments within the scope of AASB 7, AASB 132 and AASB 139.

In accordance with AGAAP prior to 1 July 2005, the consolidated entity entered into forward exchange contracts where it agrees to purchase or 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.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006

Ñ. Summary of Significant Accounting Policies (continued)

(w) Denvative Financial Instruments (continued)

Gains or costs arising from entering into forward exchange contracts, together with the subsequent exchange gains or losses resulting from re-measurement of those contracts by reference to movements in spot exchange rates are deferred in the balance sheet from the inception of the hedging transaction up to the date of the purchase or sale and included in the measurement. of the purchase or sale

In accordance with AIFRS, effective 1 July 2005, derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The gain or loss on remeasurement to fair value is recognised immediately in the income statement, except where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability or a highly probable forecasted transaction, in which case the effective part of any gain or loss on the derivative financial instrument is recognised directly in equity. The ineffective part of any gain or loss is recognised immediately in the income statement.

The fair value of forward exchange contracts is calculated by reference to current forward exchange rates for contracts with smilar maturity profiles.

When the forecasted transaction, which is subject to a derivative financial instrument designated as a hedge, results in the recognition of a non-financial asset or non-financial liability or the forecast transaction for a non-financial asset or non-financial liability becomes a firm commitment for which fair value hedge accounting is applied, the associated cumulative gain or loss is removed from equity and included in the initial cost or other carrying amount of the non-financial asset or liability.

If a hedge of a forecasted transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gains or losses that were recognised directly in equity are reclassified into the income statement in the same period. or periods during which the asset acquired or liability assumed affects profit or loss.

For cash flow hedges, other than those covered by the preceding two policy statements, the associated cumulative gain or loss is removed from equity and recognised in the income statement in the same period or periods during which the hedged forecast transaction affects profit or loss.

(x) Provisions

Provisions are recognised when the consolidated entity has a present legal or constructive obligation arising from past transactions or events, it is probable that a future sacrifice of economic benefits will be made, and a reliable estimate of the amount of the obligation can be made.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost. In addition, the following specific recognition criteria must also be met before a provision is recognised.

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.

Claims provision including IBNR

The claims provision including Incurred But Not Reported (IBNR) is determined on an actuanal 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

A restructuring provision is recognised when the main features of the restructuring are planned, identifying the business/locations affected, location, function and approximate number of employees, the expenditures that will be undertaken and the implementation timetable, and there is a demonstrable commitment and valid expectation that the restructuring planwill be implemented.

Onerous contracts

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

Surphis lease space

A provision for surplus lease space is recognised when a net obligation exists in respect of operating leases that have been identified as surplus to the consolidated entity's current requirements.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006

Summary of Significant Accounting Policies (continued) Ã.

W 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, are measured at their nominal amounts based on remuneration rates which are expected to be paid when the lability 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 using the projected unit credit method.

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

Superannuation Plans

The consolidated entity contributes to defined benefit and defined contribution superannuation plans for the benefit of all employees. Defined benefit superannuation plans provide defined tump sum benefits based on years of service and final average salary. Defined contribution plans receive fixed contributions from the consolidated entity and the consolidated entity's. legal and constructive obligation is limited to these contributions.

A tiability or asset in respect of defined benefit superannuation plans is recognised in the balance sheet, and is measured as the present value of the defined benefit obligation at the reporting date less the fair value of the superannuation funds assets at that date and any unrecognised past service cost. The present value of the defined benefit obligation is based on expected future payments which arise from membership of the fund to the reporting date, calculated by independent actuaries using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee. departures and periods of service.

Expected future payments are discounted using market yields at the reporting date on national government bonds with maturity and currency that match, as closely as possible, the estimated future cash outflows. Actuanal gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in retained earnings as incurred.

Past service costs are recognised immediately in income, unless the changes to the superannuation fund are conditional on the employees remaining in service for a specified period of time (vesting period). In this case, the past service costs are amortised on a straight-line basis over the vesting period.

Future taxes that are funded by the entity and are part of the provision of the existing benefit obligation are taken into account in measuring the net liability or asset.

Contributions to defined contribution superannuation plans are recognised as an expense as they become payable.

Termination Benefits arising as a consequence of acquisitions

Liabilities for termination benefits relating to an acquired entity are recognised if a termination benefit hability of the acquired entity exists as at the date of the acquisition. Liabilities for termination benefits arising as a result of the acquisition are recognised in accordance with note 1(y).

(z) Share-based payment transactions

Under the Revised Senior Executive Share Ownership Plan and Employee Performance Rights Plan, Group Executives and Employees are granted options or performance rights over CSL Limited shares which only vest if the Company and the individual achieve certain performance hurdles.

Under the Grobal Employee Share Plan, all employees are granted the option to acquire discounted CSL Limited shares.

No employee experise is recognised in respect of options and rights granted before 7 November 2002 and/or vested before 1 January 2005. The shares are recognised when the options or rights are exercised and the proceeds received allocated to share capital.

The fair value of options or rights granted after 7 November 2002 and vesting after 1 January 2005 is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is recognised over the penod during which the employees become unconclitionally entitled to the options. The fair value at grant date is independently determined using a combination of the Binomial and Black Scholes option valuation methodologies, taking into account the terms and conditions upon which the options and rights were granted.

The fair value of the options granted excludes the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each reporting date, the Company revises its estimate of the number of options and rights that are expected to vest. The employee benefit expense recognised each period. takes into account the most recent estimate of the number of options and rights that are expected to vest. No expense is recognised for options and rights that do not ultimately vest, except where vesting is conditional upon a market condition.

Upon exercise of options or rights, the balance of the share-based payments reserve relating to those options or rights is transferred to share capital.

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 lune 2006

× Summary of Significant Accounting Policies (continued)

(aa) Contributed equity

Ordinary shares are classified as equity, incremental costs directly attributable to the issue or buy-back of shares are shown in equity as a deduction, net of tax, from equity,

(bb) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to members, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in determination of basic earnings per share to take into account the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Discontinued operations

Basic and diluted earnings per share attributable to discontinued operations is calculated by dividing the profit attributable. to members from discontinued operations and dividing it by the weighted average number of cridinary shares calculated for the basic earnings per share and diluted earnings per share calculations as outline above respectively.

$\bar{Z}$ Segment Information

Business Secments

The consolidated entity's primary segment reporting format is business segments. The consolidated entity operates one segment - Human Health, the principal activity being to develop, manufacture and market biopharmaceutical products to the human health industry.

The Human Health business segment has been further broken down into ZLB Behring and Other Human Health to assist with external analysis of the financial statements. 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 North 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 translers 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.

gang manala

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 lune 2006

2 Segment Information (continued)

Business Segments ZLB Behring
2006
\$000
Other
Human
Health
2006
\$000
Total
Human
Health
2006
\$000
AR Behring
2005
\$000
Other
Human
Health
2005
5000
lotal
Human
Health
2005
SOOC
External sales 2,445,621 403,287 2,848.908 2,195.196 413.760 2.608.965
Other external revenue 4,721 24,193 28,914 22098 578 22.676
Segment revenue 2,450,342 427,480 2,877,822 2.217.294 414,347 2.631.641
Unallocated revenue 25,710 18.618
lotal revenue 2,903,532 2.650.269
Segment results 497,947 47,902 545,849 390.182 57,721 447,903
Finance costs (41, 517) (36.615)
Net unallocated reveraie / expense (5, 352) 1,195.
Profit before income tax expense
and contingent consideration
498,980 410,283
Contingent consideration (328, 515)
Profit before income tax expense 170,465 410,283
income tax expense (53, 108) (176, 54)
Profit from continuing operations 117,357 234.129
Profit from discontinued operations,
net of tax
111111111111111111111111111111111111111 253 045
Profit attributable to members of the
parent entity
117,357 487,774
Assets and liabilities 111111111111111111111111111111111111111
Secment assets 3,231,836 372,048 3,603,884 2 656 216 376.662 3.031.878
Unallocated assets 582,201 860,653
Total assets 4,186,085 3,692,531
Secment labilities 807,710 69,887 877,597 494.979 38.420 533.389
Unallocated liabilities
Total habilities
1,318,684
2,196,281
1,250,607
1/84,006
Other Segment information
Segment capital expenditure 82.721 38,278 120,999 89.489 31.095 120,584
Unallocated capital expenditure 1,066 1,186
Discontinued operation capital expenditure 13.936
Total capital expenditure 122,065 135,706
Depreciation and amortisation 84,772 29,271 114,043 02,562 28.126 120,688
Unallocated depreciation and amortisation 2,021 1803
Discontinued operation depiedation and
amortsator 2.646
Total depreciation and amortisation 116,064 125.137
Other non-cash expenses 75 75 1.927 -67 1,994

MANARIANO

WWWWWW

Wen

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

2 Segment Information (continued)

Australasia/ Europe, Middle
Asia Pacific Americas East & Africa Consolidated
Geographic Segments \$000 \$000 \$000 \$000
June 2006
External revenues 575.073 1.200.896 1.127.563 2.903.532
Segment assets 1,131,432 736.636 2,318,017 4,186,085
Total capital expenditure 39.703 40.000 42.362 122,065
June 2005
External revenues -503.562 1.022.998 1123.699 2660259
Segment assets 1074905 699.822 210144 3.892.531
lotal capital expenditure $-68.413$ -33.892 33.401 135.706
Consolidated Entity Patent Emity
2006
\$000
2005
\$000
2006
\$000
2005
\$000
Revenue and expenses
3
Revenue and expenses from continuing operations
(a) Revenue
Sales revenue
2,848,908 2.608.955 346.822 363.320
Other revenue
Dividend revenue
Subsidiaries 2,265 16331
Finance revenue 25,466 16,940 8,337 12,650
Rent 950 940 950 940
Royalties and licence revenue. 28,208 23.414 23,464 1077
lotal other revenues 54,624 41,294 35,016 30.998
Iotal revenue from continuing operations 2,903,532 2.650.259 381,838 394 318
Finance revenue compuses.
Interest received/receivable:
Other persons and/or corporations 25,317 16/97 8,033 11,564
Subsidiaries 165 923
Key management personnell 149 143 139 143
25,466 16,940 8,337 12.650
(b) Other income
Government quants 1,660 1,660
Net gains on disposal of plant, property and equipment. 421 W
l'otal other income 2,081 1,660

The consolidated entity has also entered into various grant agreements relating to the development, commercialisation and
production of pharmaceutical products. The grants received are deferred until all conditions or othe the expenses that they are intended to compensate.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 lune 2006.

a series and the series of the series of the series of the series of the series of the

Consolidated Entity Parent Enrity
Mores 2006
\$000
2005.
\$000
2006
\$000
2005
5000
Revenue and expenses (continued)
finance costs
62
Interest pard/payable
Other persons and/or corporations 34,157 29.544 4,826 387
Non-cash interest - Unwinding of discount 7.360 9211
fotal finance costs 41,517 38.815 4,826 387
(d) Depreciation and amortisation included
in the income statement
Depreciation and amortisation of fixed assets.
Buildings depreciation 12 8,936 11.702 4,007 3,836
Plant and equipment depreciation 12 92,243 101.029 27,115 25,910
Leased property, plant and equipment amortisation $12\,$ 2,877 3,907
Leasehold improvements amortisation $12^{\circ}$ 950 51
110,689
20/46
fotal depreciation and amortisation of fixed assets 105,006 31,122
Amertisation of interigibles
Intelectual Property
14 11,058 5.802
fotal amortisation of intangibles. 11,058 5.802 mmmme
lotal depreciation and amortisation. 116,064 122.491 31,122 20.746
(e) Other expenses
Write down of inventory to net realisable value. 14,852 26.148 3,490 981
Doubtfull debts 8,787 2.628 (74) $^{(3)}$
Net loss on disposal of PPE 1.994 75 61
Net foreign exchange (gain)/loss 951 (543) 611 (930)
Lease payments and related expenses included
移头
in the income statement
Rental expenses relating to operating leases 34,098 41 039 1,930 1433
(g) Employee benefits expense
Salaries and wages 674,602 666.816 116,505 106, 182
Defined benefit plan (benefit)/expense 25, 14,218 (18, 199) 1,952 2,017
Defined contribution plan expense 25 19,638 14,460 9,610 8.631
Share based payments expense 22. 4,684 2.294 4,684 2.294
713,142 663,790 132,751 110.124

gan milli

11111111111111111111111111111111111111

æ

Million Million (Million Million School)

a a mara a mara a mara a ta 1970.
Mara a mara a mara a mara a mara a mara a mara a mara a mara a mara a mara a mara a mara a mara a mara a mara

CSL Limited and its controlled entities

Notes to the Financial Statements continued
for the year ended 30 line 2006

Consolidated Entity Parent Ernity
Notes 2006
\$000
2005
- 1000
2006
\$000
2005
\$400
hw ome tax
Income tax expense reported in the consolidated
income statement
Income tax expense attributable to discontinued operations.
53,108 175,554
37.429
5,569 9516
53,108 212.983 5,569 9.516
(a) Reconciliation of income tax expense
Recognised in the income statement
Current tax expense
Current year
160,191 95677 6,714 12.253
Deterred tax expense
Orgination and reversal of temporary differences
(lax losses recognised)/ Expense on derecognition.
(96, 638) 81192 (2, 432) 64.
of tax losses (13, 184) 22.185
13. (109, 822) 100.377 (2, 432) 64
Under (over) provided in prior years
Income tax expense reported in the income statement
2,739
53,108
7.929
212,983
1,287
5,569
(2.801)
9.516
Recognised directly in equity
Deterred tax benefit/experise
Share based payments
Net actuarial (gain)/loss on defined benefit plans.
6,427
6,319
(8184) 6,427
(616)
17
13.
Income tax expense recognised in equity
12,746 (6184) 5,811 HJ.
(b) Reconciliation between tax expense and pre-tax
oct profit
The reconciliation between tax experise and the product
of accounting profit before income tax multiplied by the
consolidated entity's applicable income tax rate is as follows:
Accounting profit before tax from continuing operations.
Accounting profit before tax from discontinued operations
170,465 410,283
290 474
21,603 64 811
Accounting profit before income tax 170,465 100(15) 21,603 64.817
Income tax calculated at 30% (2005-30%) 51,139 210.228 6,481 19.443
Research and development (2,984) (2,4)(4) (2,984) (2.404)
Non-assessable capital loss / (gain)
Exempt directors received
2,073 (51, 193) (680) (4, 899)
Other mon-rieductible expenses / (non-assessable revenue) 7,570 9 945 1,466 177
(Utilisation of tax losses)/Unrecognised deferred tax assets (13, 183) 22185
Effects of offferent rates of tax on overseas income- 5,754 16,293
Under/(Over) provision in prior year 2,739 1.925 1,286 (2.803)
53,108 212.983 5,569 9.516

a a shekarar 1999 Notes to the Financial Statements continued

furthe year ended 30 June 2006.

Income tax (continued)

Tax consolidation in Australia

The Company and its wholly owned Australian resident entities formed a tax consolidation group with effect from 1 July 2004 and therefore are taxed as a single entity from that date. CSL Limited is the head entity of the tax-consolidated group.

Tax effect accounting by members of the tax consolidated group in Australia

Current tax expense/income, deferred tax liabilities and deferred tax assets ansing from temporary differences of the members of the tax-consolidation group are recognised in the separate financial statements of the members of the tax-consolidation group using the 'separate taxpayer within group' approach, by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation.

Current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries are assumed by the head entity in the tax consolidation group and are recognised as amounts payable/(receivable) to/(from) other entities in the tax-consolidated group in conjunction with any tax funding arrangement amounts (refer below). Any difference between these amounts is recognised as an equity contribution or distribution.

The Company recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the extent that it is probable that future taxable profits of the tax-consciidated group will be available against which the asset can be utilised.

Tax funding arrangements and tax sharing agreements in Australia

Members of the tax-consolidated group have entered into a tax funding agreement. The tax funding agreement sets out the funding obligations of members of the tax-consolidated group. Payments are required to/from the head entity equal to the current tax hability/(asset) assumed and any deferred tax assets arising from unused tax losses assumed by the head entity. resulting in the head entity recognising an inter-entity payable/(receivable) equal to the tax liability/(asset) assumed. The Interentity payable/(receivable) is at call

Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entity's obligation to make payments for tax liabilities to the relevant authorities.

The head entity, in conjunction with other members of the tax consolidated group, has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax llabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amount under the tax sharing agreement is considered remote.

5 Contingent consideration on acquisition of Aventis Behring

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 ordinary share price of CSL Limited is above A\$28 per share ('trigger price') for a specified future period. To satisfy this requirement, the volume weighted average share price of an ordinary share of CSL Limited must be above the trigger price for any 60 consecutive trading days during the period from 27 September 2007 to 26 March 2008.

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

On 20 June 2006 the Board of Directors performed their six monthly review of the likelihood of the potential contingent payments meeting the criteria for recognition as a provision. During this review it was determined that as a result of the continued positive business performance the contingency now met the recognition criteria and accordingly a provision was raised by the Group and booked in the accounts of the acquirer, ZLB Bioplasma (Hong Kong) Limited.

Consistent with AIFRS and the company's announcement at the time of the acquisition, the provision is charged to the Income Statement at the time of recognition. To provide the reader with greater clarity of the effect of this charge on the financial statements, it has been separately shown on the face of the Income Statement. The liability is included on the balance sheet within non-current provisions (see note 19).

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

Discontinued operations ł.

On 28 February 2005, the consolidated entity disposed of the JRH business unit, a separate business segment, to Sigma-Aldrich
Corporation, The disposal included 100% of the voting shares in CSL US Inc, JRH Biosciences Limi

Details on the sale of the JRH businesses are as follows:

Consolidated Entry
2005
3400
(a) Profit after tax from discontinued operation
Pre-tax gain on sale of discontinued operation (see (b) below). 278,902
Post 1 July 2004 foreign currency translation reserve movement (11.164)
Income tax expense (30,051)
Gain on sale after tax 237 687
Contribution for the period 1 July 2004 to 28 February 2005 after tax (see (c) below) 15358
Profit after tax from discontinued operation 253.045
(b) Gain on sale and effect of the disposal on individual assets
and liabilities of the consolidated entity
Cash and cash equivalents (18,863)
Trade and other receivables. (18.284)
Inventones (113.276)
Property, plant and equipment 140.4751
Deferred tax assets (111)
Intangible assets (9/85)
trade and other payables 20.969
Provisions
Net identifiable assets and liabilities
1,720
(1/9.344)
Consideration received, satisfied in cash. 456,246
Pre-tax gain on sale of discontinued operation. 278.902
Net cash inflow from transaction (consideration net of cash disposed) 439.363
(c) Analysis of profit and loss contribution for the period 1 July 2004
to 28 February 2005 of the discontinued operation
Sales revenue
Cost of sales
140.969
(94.091)
Gioss profit 46.878
Other revenues 264.
Research and development expenses. (4/63)
Selling and marketing expenses. (1.470)
General and administration expenses (9.348)
finance costs (2.825)
Profit before income tax. 22,136
Income tax expense.
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
mmmmm
Net profit after tax
(1,3/8)
15.58
(d) Cash flows for the period 1 July 2004 to 28 February 2005 of the discontinued operation
Net cash flows from operating activities
(9,66)
Net cash flows from investing activities (14.868)
Net cash flows from financing activities.
Net cash flows [24, 4, 34]

CSL Limited and its controlled entities Notes to the Financial Statements continued

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$000 4000 \$000 5000
7. Cash and cash equivalents
Cash at bank and on hand 384,064 258.528 28,066
Cash deposits 369,630 46.314 149,224 461,769
753,694 123.842 177,290 461,769
fracte and other receivables
Current
Irade receivables 538,726 502.325 35,843 29.673
Less. Allowance for doubtful debts (i) 13,744 4.970 423 497.
524,982 498,156 35,420 29,176
Sundhy receivables 40,063 38.828 7,805 15.089
Prepayments 28,634 22 244 3,036 2.419
Receivables - wholly owned subsidiaries 49,534 24,599
Receivables - partly owned subsidiaries 3,939
593.679 169,227 99,734 VI.eta
Non Current
Related parties
Wholly owned subsidiaries 5,148
Partly owned subsidiaries 2 939
Loans to key management personnel - executive directors 511 941 511 941
Loans to key management personnel - other executives 4,937 5,041 4,937 5.443
Leans to other employees. 5,669 0.032 5,669 4,564
Long Term Deposits 6,556 - 3012
17,673 14 026 11,117 20,041
(i) Reconciliation of Allowance for doubtful debts
Opening balance 4,170 1.642 497 500
Additional allowance / (utilised) 8,787
787
3.901
(1,3/3)
(74) 13)
Currency translation differences 13,744 4,170 423 497
9. inventories
Raw materials and stores – at cost 188,269 196,939 13,088 11.922
Less. Allowance for diminution in value 10,139 3.516 967 159
Raw materials and stores - net 178,130 103.424 12,121 11.763
Work in progress - et cost 413,415 539.36 19,073 18.673
Less. Alcwance for diminution in value 25,699 32.780
505.581
1,549 902
11111
Work in progress - net 387,716 17,524
Finished goods - at cost
Less. Allowance for diminution in value.
423,129
15,548
265,896
18318
37,985
1,204
31.335
1,436
Finished goods - net 407,581 247 578 36,781 20.901
973,427 946-583 66,426 59.451
10 Other financial assets
Cuirent
At fair value through the profit or loss. sommininininin
Managed financial assets 7,872

88888

uu miinimii

Notes to the Financial Statements continued
for the year ended 30 lune 2006

Consolidated Frany Parem Entity
2006
\$000
2005
\$000
2006
\$000
2009
\$100
Cither financial assets (continued)
Aon-current
Available for sele financial assets.
Unisted equity securities
At far value through the profit or loss:
Managed financial assets
Investment in non-controlled entity at cost.
4,728 11,868
4.696
4,728 4.698
Shares in subsidiaries - at cost (refer note 31) 1,228,207 1.228.201
4,728 16.566 1,232,935 1.232.906
12 Property, Plant and Equipment
Land at cost
Opening balance
Other additions
Disposals
Currency translation differences
26.097
(411)
48
27.090
809
(1.602)
(196)
25,030 25.030
Closing balance 25,734 26.097 25,030
Buildings at cost
Opening balance
Transferred from capital work in progress
Other additions
196,653
24,803
264
206.448
12695
81,162
2,093
71,214
9,948
Disposals (101) (5,159)
Currency translation differences. 9,741 (17.33)
Closing balance
Accumulated depreciation and impairment losses
Opening balance
Depreciation for the year
Disposals
231,360
39,039
8,936
(103)
196,653
35,241
11875
(1221)
83,255
22,500
4,007
61.362
18.664
3.836
Currency translation differences 2,769 (4, 856)
Closing balance 50,641 39,039
167,614
26,507 22.500
Net book value of buildings
Net book value of land and buildings
180,719
206.453
183,111 56,748
81,778
58.662
82.692
Leasehold improvements at cost
Opening balance
Transferred from capital work in progress
Other additions
4,208
1,286
31
1168I
952,
5.221
168 168
Disposals
Currency translation differences
(26)
(459)
(12.234)
(416)
(9)
Closing balance 5,040 4,208 159
Accumulated amortisation and impairment.
Opening balance
Amortisation for the year
Disposals
2,282
950
(17)
5,75
798
(3.473)
168
$\left( 9\right)$
168
Currency translation differences 163 1618)
Closing balance 3,378 2.282 159 168
Net book value of leasehold improvements. 1,662 1,926.

a a mara a mata a ta 1979.

a ang

annannan

CSL Limited and its controlled entities Notes to the Financial Statements continued
for the year ended 30 line 2006

MANA

Consolidated Entry Parent Entity
2006
\$000
2006.
sono
2006
\$000
2005
5000
12 Property, Plant and Equipment (continued)
Plant and equipment at cost
Opening balance 884,337 909.382 486,233 431,208
Transferred from capital work in progress 69,160 82.424 17,020 06,206
Other additions 18,297 29.431
Disposals (24, 187) (5/175) (10, 408) (1,270)
Currency translation differences
amma
47,013 (19726)
Closing balance 994,620 604.337 492,845 486,234
Accumulated depredation and impairment
Opening balance 412,570 381.776 321,728 297.008
Depreciation for the year 92,243 102.755 27,115 25,910
Disposals (22, 151) (27670) (10, 128) (1, 189)
Currency translation differences 26,641 (44.253)
Closing balance 509,303 412,570 338,715 321,729
Net book value of plant and equipment 485,317 411,161 154,130 164,505
Leased property, plant and equipment at cost
Opening balance 33,617 33.046
Other additions 256 4/41
Disposals (116) (731)
Currency translation differences 3,536 (2.439)
Closing balance 37,293 33.617 $\star$
mmammammamm
Accumulated amortisation and impairment
Opening balance 3,741 214
Amortisation for the year 2,877 3.907
Disposals (108)
Currency translation differences 1,371 (360)
Closing balance 7,881 W
3.741
÷ 000000000000000000000000000000000000000
Net book value of leased property, plant and equipment 29,412 29.876
Capital work in progress
Opening balance 81,863 1201/0 13,205 47,420
Other additions 103,084 64,813 38,880 32,029
transferred to buildings at cost (24, 803) (12.695) (2,092) (9,948)
Transferred to plant and equipment at cost (69, 160) (82, 424) (17, 020) (56, 296)
fransferred to leasehold improvements at cost. (1, 286) (952)
Currency translation differences
Closing balance
3,794
93,492
(1.049)
al est
32,973 13,205
Total net book value of property, plant and equipment 816,336 $169 - 43$ 268,881 261.402

CSL Limited and its controlled entities

Notes to the Financial Statements continued

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

1999 - Jan Jan Salam Barat dan Bandara dan Bandara dan Bandara dan Ba

for the year ended 30 line 2006.

Consolidated Entity Patern Ernity
2006
\$000
2005
5000
2006
\$000
2005
\$000
13 Deferred tax assets and liabilities
Deferred tax asset
Deferred tox llability
187,432
(61, 767)
76,659
(16.21)
(1, 715) (9.958)
Net deferred tax asset / (liability)
(a) Deferred tax balances comprise temporary
differences attributable to:
Amounts recognised in the income statement
125,665 iiiiiii (1 7616) (1, 715) (9.958)
trade and other receivables.
inventories
(7,518)
41,698
(4, 935)
21,330
449
(2,095)
(143)
(1.466)
Property, plant and equipment
Intangible assets
(62,066)
(49, 171)
(55.637)
(34, 35)
(18, 797) [20, 701]
Other accets
frace and other payables
8.169
8,813
(170)
12.321
153
2,084
230
1,362
Interest bearing liabilities
Other liabilities and provisions.
Recognised carry forward tax losses
Other
751
163,428
7,474
1,341
910
66.062
26
426
10,680 10/43
Amounts recognised in equity
Other assets
112,919
6.427
6.566 (7, 526)
6,427
(0.975)
interest bearing liabilities.
Other liabilities and provisions
6,319 (8184) (616) 17
Net deferred tax asset (liability) 12,746
125,665
(8, 184)
(16.8)
5,811
(1, 715)
17
(9.958)
(b) Movement reconciled
Opening balance
Credited/Icharged) to the income statement
(1,618)
109,882
126.653
(109, 337)
(9,958)
2,432
(9.877)
(64)
Credited/(charged) to equity
Acquisition of subsidiary
Disposal of subsidiary
12,746 (8, 184)
(712)
5,811 (17)
000000000000000000000000000000000000000
Currency translation difference
Closing balance
NA MARKA A A ARABA A ARABAN DA A ANG PARA ANG PANGAPALA A ANG.
NG SA SA SA SA SA SA SA ARABAN ANG PANGAPANG ANG PANGAPAN.
Pangang pangapang pangapang pangapang ang mangapang pangapang ang man
4,655
125,665
(12033)
്വക്ക
(1, 715) (9.958)
(c) Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following.
lax losses:
Expry date in less than 1 year.
Expry date greater than 1 year but less than 5 years.
226 3,567
Expry date greater than 5 years.
mmmmm
No expry date
6,519
19,547
20,460
35,899
26,292 59.926 mmanis

Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will
be available for utilisation in the entities that have recorded these losses.

CSI, Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006
\$000
2005
\$000
2006
\$000
2005
3000
14 Intangible Assets
(a) Carrying amounts
Goodwill
Opening balance 692,591 785,380
Disposals (9.785)
Currency translation differences 42,840 (83.004)
Closing balance 735,431 692.091 ÷
Intellectual property
Opening balance 104,411 80,211 20,000 20,000
Additions 32.098
Disposals
Currency translation differences 1,438 (1,964)
Closing balance 105,849 104,411 20,000 20,000
Accurriulated amortisation and impairment
Opening balance 10,567 5/6/
Amortisation for the year 11,058 5.802
Disposals B.
Currency translation differences (1, 186) (1.022)
Olosing balance 20,439 10.56T
Net intellectual property 85,410 93.844 20,000 2000
Total net intangible assets 820,841 786.435 20,000 20,000

The amortisation charge is recognised in general and administration expenses in the income statement.

(b) Impairment tests for cash generating units containing goodwill

All goodwill is related to the ZLB Behring cash generating unit.

The impairment test for the ZLB Behring cash generating unit is based on value in use calculations. These calculations use cash flow projections based on actual operating results and the three-year strategic business plan. Cash flows for a further period of 3 years have been extrapolated using a zero per cent growth rate at which point a Terminal Value is calculated based on a business valuation multiple. The valuation multiple has been calculated based on independent external analyst views, long term government bond rates and the Company's pre-tax cost of debt. Projected cash flows have been discounted by using the implied pre-tax discount rate of 9.44% associated with the business valuation multiple discussed above.

The recoverable amount of the unit significantly exceeds its carrying amount, including goodwill. It is not considered a reasonable possibility for a change in assumptions to occur that would lead to the recoverable amount failing below the units carrying amount.

a a shekarar wasan ƙwallon ƙafa ta ƙasar Ingila.

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

Consolidated Entity Farent Entity
2006
\$000
2005
3000
2006
\$000
2005
\$400
15 Retnement benefit assets and habilities.
Retirement benefit assets
Non-carent
Defined benefit plans (refer note 25)
3,514 50. 1.840
Retirement benefit liabilities
Current defined benefit plans (refer note 25) 4,635
Non-current defined benefit plans (refer note 25). 90.588 95.667 159
Total retirement benefit liabilities 95.223 95.667 159
16 Trade and other payables
Correra
Trade payables 136,089 146,646 32,859 31.356
Accruais and other payables 252,890 251709 37,179 23.441
Payable - wholly owned subsidiaries 618,961 540.402
388,979 398.555 688,999 595.199
17 Interest-bearing liabilities and borrowings
Current
Bank overchafts - Unsecured 5.706 4,091
Bank loans - Unsecured (a)
Senior Unsecured Notes Unsecured (b)
347,333
18,993
1011
Deferred cash settlement for subsidiary acquired - unsecured (c) 80,228
Deferred cash settlement for intangibles acquired - Unsecured (d) 9,261 8.283
Lease liability - Secured (e) 2,111 1,766
463,632 15.141 ÷
Moneuren
Bank loans Unsecured (a) 139,589 451,258
Senior Unsecured Notes Unsecured (b) 317,477 324,891
Deferred cash settlement for subsidiary acquired Unsecured (c)
Deterred cash settlement for intangibles acquired - Unsecured (d)
82,262
16,459
150,960
24,255
Lease lability Secured (e) 39,410 38.485
595,197 995.839 0000000000000000000000000000000000000

(a) The consolidated entity has a global multi-currency facility of \$650 million (2005: \$650 million). During the year there were no additional draw downs under the facility. The current portion of the facility expires in March 2007, with the non-current portion expiring in March 2009. Interest is payable semi-annually in arrears at a variable rate.

(b) 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. On 19 June 2006 USD88 million of the notes was converted into Euro 70 million via an agreement with the noteholders. The Euro notes have the same maturity profile as the USD notes, however the interest rate on the Euro notes is fixed at 3.98% and 4.70%.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

17 Interest bearing liabilities and borrowings (continued).

(c) 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.

'ayment (USD). Payment Date Discount Rate
30 million i 15 Auly 2006 - 379%
30 millioni 31 December 2006 4.29%
aa mulkanii 31 December 2007 4.66%

(d) The company has deferred cash settlements for consideration payable on the acquisition of intangible assets, discounted at the incremental borrowing rate at the time of acquisition (ranging from 2% to 3.5%). Payment dates are determined in accordance with the acquisition agreements and are payable at various dates concluding in 2007.

(e) Finance leases have an average tease term of 18 years (2005: 18 years). The weighted average discount rate implicit in the leases is 6:14% (2005: 6:37%). The consolidated entity's lease liabilities are secured by leased assets of \$29.4m (2005: \$29.9m). In the event of default, leased assets revert to the lesson.

Refer to note 32 for details on the total facilities available and drawn down. Note 36 has further information about the consolidated entity's exposure to interest rate risk, foreign exchange risk and the fair value of financial assets and liabilities.

Consolidated Entity Parent Emity
2006
\$000
2005
\$000
2006
\$000
2005.
$-000$
18 Tax assets and habilities
Current Assets
lincome tax 6,889 6,889
Tax Liabilities
Current liability income tax 88,038 8888
37.130
Non-current income tax 5,043
Total tax liabilities 93.081 37130

gan mana

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

Consolidated Enlity Parent Emily
2006
\$000
2005
SOOO
2006
\$000
2006
\$000
9 Provisions
Curent
contovee benefits (efer note 25). 66,237 47,198 24,805 16.717
Restruction and 10,828 23.319
Onerous contracts (ii) 4,676 2407
Surplus lease space (iii) 2,343 6.720
Other [vi] 1,801 2181 1,310 1 137
85,885 81.891 26,115 1/848
Non-corrent
Employee benefits (refer note 25) 52,586 56.174 4,221 10 646
Onerous contracts (ii) 15,863 12.783
Stirplus lease space (iii) 948 3.844
Provision for contingent consideration on Aventis Behring.
acquisition (refer Note 5 and (iv))
337,654
Claims provision including IBNR (v) 1.002 5,745 1,002 5,145
408.053 78.546 5.223 16,391

(i) Restructuring

This provision is for restructuring.

(ii) Orierous contracts

The provision recognised is based on the excess of the estimated cash flows to meet the unavoidable costs, over the estimated cash flows to be received in relation to certain contracts, having regard to the risks of the activities relating to the contracts.

(iii) Surphus lease space

A surplus lease space provision has been recognised in respect to the net obligation payable for various non-cancellable operating leases where the leases have been identified as surplus to the consolidated entity's current requirements.

(v) Claims provision

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

Discounting

Where the effect of discounting is determined to be material to the provision, the net estimated cash flows are discounted using a pre-tax discount rate reflecting current market assessments of the time value of money and the risks specific to the lability

CSL Limited and its controlled entities Notes to the Financial Statements continued
for the year ended 30 line 2006

Consolidated Entity Parent Entity
2006
\$000
2005
som
2006
\$000
2005
\$900
Provisions (continued)
Movements
(i) Restructuring
Opening balance 23,319 115,879
Additional provision 6.014
Payments made (10,086) (89.364)
Provision released (3, 357)
Currency translation differences. 952 (8, 210)
Closing balance 10,828 23319
(ii) Orierous contrads
Opening balance 15,250 33/167
Additional provision 9,111
Payments made (5,025) (14.682)
Currency translation differences 1,203 (3.835)
Closing balance 20,539 15.250
(iii) Surplus lease space
Opening balance 10,564 14,502
Additional provision 396
Payments made (4,908) (2.960)
Provision released (2,511)
Currency translation differences 146 (1.884)
Closing balance 3,291 10.664
(iv) Contingent consideration on Aventis Behring acquisition
Opening balance
Provision recognised 328,515
Currency translation differences 9,139
Clesing balance 337,654
(v) Claims provision including IBNR
Opening balance 5,745 11161 5,745 11,161
Provisions utilised (4, 743) (5.416) (4, 743) (5, 416)
Closing balance 1,002 5/45 1,002 5.745
ЩЩ
(vi) Other
Opening balance
000000000000000000000000000000000000000
2,187 4,681 1,131 1,250
Accitional provision 1,101 2.053 74,575 3127 I
Payments made (1,539) (4.089) (74, 396) (1,396)
Currency translation differences 52 (364)
Closing balance 1,801 2.18T 1,310 - 1781
20 Deferred government grants
Current deferred income 371 296 371 296
Non-current deferred income 4,093 2664 4,093 2,664
4,464 2.960 4,464 2.960

33

W

mik WW

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

Maria Maria Bara

Notes to the Financial Statements continued

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2006 2005
\$000 \$000
21 Contributed cauty
Ordinary shares issued and fully naid. 994.101 994.101

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 proxy, at a meeting of the company.

2006 2005
Number
of shares
\$000 Number
of shares.
5000
Movement in ordinary shares on issue
Opening balance 188,272,370 1.223.466 196 448 377 1.502.417
Share buy back, inclusive of cost (i) (8,000,000) $(281,538)$ (10,000,000) 1317 TOUT
Shares issued to employees through participation
in SESOPJIII
1,553,870 49.917 GR5-2101 15.628
Shares issued to shareholders though participation.
in Dividend Recruestment Plan (III)
770457 21.442
Shares issued to employees through participation in GESP (iv) 62.779 1.794 -68.326 1.342
Share Based payments reserve transfer (see note 22). 462 432
Closing balance 181,889,019 994.101 188.272.370 1,223,466

MANAGEMENT SERVICE SERVICE SERVICE

(i) As part of its continuing capital management program, the Company purchased 8,000,000 ordinary shares on market
at an average price of \$35.16 per share, with prices ranging from \$34.25 to \$36.44. The share buy back was

During March, April and May 2005, the Company purchased 10,000,000 crdinary shares on market as part of its ongoing capital management program. Of these 8.871.306 were cancelled prior to 30 June 2005 and 1,128.694 cancelled
subsequent to 30 June 2005. The share 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.

Consciidated Entity Parem Erany
2006
\$000
2005
\$000
2006
\$000
2005
3400
(ii) Options exercised under SESOP II as disclosed in note 25 were as follows:
0 issued at \$8.93 893 893
0 Issued at \$10.82 631 631
52,200 issued at \$12.19 636 1.398 636 1.398
$0$ issued at $\$13.23$ $-1.102$ 5.192
17,000 issued at \$20.84 354 1417 354 1411
12,000 issued at \$21.01 252 1008 252 1.008
40,000 issued at \$23.07 923 3.691 923 3.691
459,610 issued at \$27.97 12,855 420 12,855 420
467.589 issued at 134.04 15,917 976 15,917 978
18,000 issued at \$20.67 372 372
24.800 Issued at \$49.94 1,239 1,239
462 680 issued at \$37.54 17,369 17,369
49,917 15.628 49.917 15.628
(iii) Shares issued to shareholders under the Dividend
Reinvestment Plan
21.442 21.442
21.442 ٠ 21,442

CSI, Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

Consolidated Emiry Parent Entity
2006
\$000
2005.
SOUG
2006
\$000
2005
%000
21 Contributed equity (continued)
(iv) Shares issued to employees under Global Employee
Share Plan (GESP) as disclosed in note 26 were as follows:
$-29.789$ issued at $$27.59$ on 9 September 2005 822 649 822 549
- 32,990 issued at \$29.46 on 8 March 2006 972 793. 972 793
1,794 1.342 1,794 1.342
22 Reserves
Share based payments reserve (I) 13,452 2803 13,452 2.603
Net unrealised gains reserve (ii) (101) (101)
Foreign currency translation reserve (iii) (69, 118) (185.809)
(55, 767) (183,006) 13,351 2,803
Movement reconciliation
(i) Share based payments reserve
Opening balance 2,803 941 2,803 941
Share based payments expense
Deferred tax on share based payments
4,684
6,427
2.294 4,684
6.427
2,294
transfer to contributed equity (462) (432) (462) (432)
!!!!!!!!!!
Closing balance 13,452 2.803 13,452 2.803
(ii) Net unrealised gains reserve
Opening balance
Unrealised rosses on revaluation of available for sale investments (101) (101)
Crosing balance (101) (101)
(iii) Foreign currency translation reserve
Opening balance
(185, 809)
Net exchange gains/losses) on translation of foreign
subsidiaries, net of hedge
116,691 (196,973)
Realised exchange loss on disposal of foreign subsidiaries
reclassified to the income statement, net of hedge
11 164
Closino balance (69.118) (185, 809) 8888888

Nature and purpose of reserves

(i) Share based payments reserve

The share based payments reserve is used to recognise the fair value of options, performance rights and global employee share plan rights issued but not exercised. Amounts are transferred to contributed equity when options and other equity instruments are exercised.

(ii) Not unrealised gains reserve

The net unrealised gains reserve is used to recognise the cumulative changes in the fair value, net of tax, of investments that are classified as available for sale. Amounts are recognised in profit or loss when the associated assets are sold or impaired.

(iii) Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations and exchange gains and losses arising on those foreign currency borrowings which are designated as hedging the Company's net investment in foreign operations.

CSL Limited and its controlled emities

Notes to the Financial Statements continued
for the year ended 30 line 2006

Consulidated Fritty Patent Entity
2006
\$000
2005
\$990.
2006
\$000
2005
SOM.
23 Retained earnings
Opening balance 1,068,065 681377 258,067 287.684
Net profit for the year 117,357 481.174 16,034 55,295
Dradends (124, 394) (84, 950) (124, 394) [64,950]
Actuarial gain/(loss) on defined benefit plans (15, 877) (24, 320) 2,053 55
Deferred tax on actuanal gain/(loss) on defined benefit plans 6,319 $6 - 184$ (616) (17)
Closing balance 1,051,470 1.068.065 151,144 258.067
(a) Dividends paid
Dividends recognised in the current year by the Company are:
Final ordinary dividend of 30 cents per share, fully franked,
paid on 10 October 2005 (2005: 26 cents per share, fully franked) 55,113 51,249 55,113 51,249
Special dividend of 10 cents per share, tranked to 1.78 cents,
paid on 10 October 2005 (2005: Nil cents per share)
18,371 18,371
Interim ordinary dividend of 28 cents per share, unfranked,
paid on 13 April 2006 (2005: 17 cents per share, fully franked). 50,910 33/101 50,910 33.701
124,394 84.960 124,394 84.950
(b) 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 40 cents
per share, unfranked (2005; ordinary dividend of 30 cents per
share fully franked, special dividend of 10 cents per share franked
to 1.78 cents per share). The acgregate 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 13 October 2006 out of
retained earnings at 30 June 2006, but not recognised as a liability 72,756 13,538 72.756 13.538
(c) Tranking credit balance
There are no amounts 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
debts attaching to the final dividend not recognised at year end.
24 Loury
lotal equity at the beginning of the financial year. 2,108,525 2 184 135 1,484,336 291,042
lotal recognised income and expense for the year attributable
to equity holders.
224,389 274 665 17,370 56.333
Movement in contributed equity (229, 365) (278.201) (229, 365) (278.951)
Dividends (124, 394) (84,950) (124, 394) (84.950)
Realised exchange differences on disposal of foreign subsidiaries
reclassified to the income statement, net of hedge 11,164
Movement in share based payments reserve
lotal equity at the end of the financial year.
10,649
1,989,804
1.662
2,108,525
10,649
1,158,596
1.862
484 336

8888888888

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

Consolidated Entity Parent Entity
Mores 2006
\$000
2005
4000
2006
\$000
2005
9000
25 Employee benefits
A reconciliation of the employee benefits recognised is as follows:
Retrement benefit assets - non-current (note 15) 3.514 -50 1.840
Retrement benefit labilities - current frote 151 4,635
Provision for employee penefits - current innie 19) 66.237 47.198 24,805 16.717
Retrement benefit lianities - non-current mote 15) 90.588 95.667 159.
Provision for employee benefits - non-current (note 19) 52.586 56.174 4.221 10.646
lotal employee benefits liabilities. 214.046 199.039 29,026 27.522
The number of full time equivalents employed at 30 June. 7.575 6.474 1.427 1253.

(a) Defined benefit plans

The consolidated entity sponsors a range of defined benefit superannuation plans that provide pension benefits for its worldwide. employees upon retirement. Entities of the consolidated entity who operate the defined benefit plans contribute to the
respective plans in accordance with the Trust Deeds, following the receipt of actuarial advice.

Consolidated Entity Parent Fraity
2006
\$000
2005
\$000
2006
\$000
2005
\$000
Movements in the net liability/(asset) for defined benefit
obligations recognised in the balance sheet
Net liability/(asset) for defined benefit obligation:
Opening balance 95.617 115,565 159 533
Contributions received (38, 732) (11.879) (1,898) (2,336)
Benefits paid (1, 849) (1888)
Expense/(benefit) recognised in the income statement (refer below). 14.218 (18,799) 1,952 2.017
Actuarial (gams)/losses recognised in equity 15,877 24 320 (2,053) (55)
Liabilities transferred 60 (171)
Currency translation differences 6,518 (11.531)
Closino balance 91.709 96.617 (1, 840) 158
Net hability/(asset) for defined benefit obligation is reconciled
to the balance sheet as follows:
ketirement benefit assets - non-current (note 15) (3, 514) 1501 (1, 840)
Retrement benefit labilities - current frate 15) 4,635
ketirement benefit liabilities - non-current mote 15) 90.588 95.661 169
Net lability 91.709 98.617 (1, 840) 159
Amounts for the current and previous periods are as follows:
Defined benefit collgation 477,637 421,658 26,903 26.199
Plan assets 385.928 325.941 28,743 26,040
Surplus/Ideficit) (91, 709) (96.61J) 1,840 ---------------------------------------
Experience adjustments on plan liabilities (10, 562) (30,269) 959 11.1 I S)
Experience adjustments on plan assets (5, 316) 5,969 1.094 11 ZO
Actual return on plan assets 11,924 25.129 2,910 2812

The consolidated entity and the Company have used the AASB 1 exemption and disclosed amounts under AASB 1 20A(p)
above for each annual reporting period prospectively from the AIFRS transition date (1 July 2004).

CSL Limited and its controlled entities

Notes to the Financial Statements continued
for the year ended 30 June 2006

Consolidated Entry Parem Entity
2006 2005 2006 2005
\$000 :000 \$000 \$000
25 Employee benefits (continued)
(a) Defined benefit plans (continued)
Changes in the present value of the defined benefit obligation
are as follows:
Opening balance 421,558 453,397 26,199 24.207
Service cost 14,514 18,752 2,627 2.412
interest cost 16,006 19.643 1,141 1,241
Contributions by members 3,086 3,769
Actuarial (gains)/losses 10,562 30,289 (959) 1,116
(Gains)/losses on curtalments (41623)
Benefits paid (12, 837) (16, 542) (1,593) (2.225)
Otter inovernents 486 (723) (512) (557)
Currency translation differences 24,262 (45, 399)
Closing belance 477,637 421.556 26,903 26.199
The present value of the defined benefit obligation comprises:
Present value of wholly unit inded obligations 81,034 63.281
Present value of funded obligations 396,603 358.271 26,903 26.199
477,637 421.556 26,903 26,199
Changes in the fair value of plan assets are as follows:
Opening balance 325,941 337 832 26,040 23674
Expected return on plan assets 17,240 19,160 1,816 1642
Actuanal gains/(losses) on plan assets (5, 316) 5.969 1,094 1120
Contributions by employer 38,732 11.879 1,898 2,336
Contributions by members 3,087 3/169
Benefits paid (10, 988) (14,654) (1, 593) (2, 225)
Gans/Josses) on curtailments (3, 589)
Other movements (512) (557) (512) (557)
Currency translation differences 17,744 (32.868)
Closing belance 385,928 325,941 28,743 26.040
The major categories of plan assets as a percentage of total
plan assets is as follows:
Cash 15.7% 0.4% 8.1%
Equity instruments 28.9% 48.4% 59.9% 60.1%
Debt insulaments 44.8% 38.6% 22.3% 10.2%
Property 8.8% 10.3% 9.7% 29.1%
Other assets 1.8% 23%
100.0% 100.0% 100% 100.0%
Expenses/(gains) recognised in the income statement
are as follows:
Current service costs 14,514 18.762 2,627 2,412
16,006 19.643 1,141 1.241
Interest on obligation
Expected return on assets
Losses/(gains) on curtailments and settlements
(17, 240) (10,160)
(38.034)
(1, 816) (1.642)
Past service costs 938
14,218 (16 799) 1,952 2,017
The defined benefit plan expenses/(gains) are recognised in general and administration expenses in the income statement.

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

$\mathbb{S}4$ CSL Limited Annual Report 2005-2006

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 line 2006

2006
2005
2006
2005
Consolidated Entity Parent Entity
\$000 \$000 \$000 5000
25 Employee bondits (continued)
(a) Defined benefit plans (continued)
The principal actuarial assumptions at the balance sheet
date (expressed as weighted averages) are as follows:
45%
4%
4.9%
4.2%
Discount rate
6.2%
7.0%
7.0%
5.8%
Expected return on assets and expected long-term rate of return on assets.
5.0%
2.4%
2.6%
5.0%
Future salary increases.
0.2%
0.6%
5.0%
Future pension increases

The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories.

Surplus/(deficit) for each defined benefit plan on a funding basis

Plan Contribution
Plan
assets'
Accrued
benefit 1
surplus/ recommended
(deficity) ${per\, year}$ 2.3
Consolidated Entity - June 2006
CSL Superannuation Plan (Australia)* 28.743 (26, 903) 1.840 2,093
ZEB Bioplasma AG Pension Fund (Switzerland) 222,181 (220, 506) 1.675 8,433
ZEB Behring Pension Plan (US PP) 82.102 (86, 657) (4, 555) 4,555
ZEB Behring Uaion Pension Plan (US UPP) 52,902 (62, 537) (9,635)
ZLB Behring GmbH Pension Plan (Germany). ٠ (69, 779) (69, 779)
ZEB Pharma GmbH Peasion Plan (Germany) (1,819) (1, 819)
ZLB Behring KG Pension Plan (Germany) (2,932) (2, 932)
ZLB Plasma Services GmbH Pension Plan (Germany) (146) (146)
ZEB Behring KK Retirement Allowance Plan (Japan) ٠ (6, 358) (6, 358)
385,928 (477, 637) (91,709) 15,081
Consolidated Entity - June 2005
CSL Superannuation Plan (Australia) 26,040 (26.199) (159) 2,113
ZLB Bioplasma AG Pension Fund (Switzerland) 193.689. (193,638) 50. 8 386
ZLB Behring Pension Plan (US PP) 62158 173.1901 111.0321
ZLB Behring Union Pension Plan (US UPP) 44.055 (65.244) (21, 180)
2LB Behring GmbH Pension Plan (Germany) ${1,4,144}$ 454 144
ZLE Pharma GmbH Pension Plan (Germany) (1.472) (1.472)
ZLB Behring KG Pension Plan (Germany) (1.879) (1.870)
2LB Plasma Services GmbH Pension Plan (Germany) (120) (120)
ZLB Behring KK Retirement Allowance Plan (Japan) (SC/2) (5,6/2)
325.941 (421.558) 195 B I A 10499

Plan assets at net market value, and accrued benefits have been calculated at 31 May 2006 (prior year: 30 June 2005),
being the date of the most recent financial statements of the plans.

Genetally contribution recommendations for actively funded plans is based on a methodology that will achieve
and maintain a target level of 100% - 105% coverage of vested defined benefit liabilities. The level of contribut

The principal economic assumptions used in making these recommendations include.

Consolidated Entity Parent Emma
2006
2005.
2006
2005
\$000 \$000
Expected return on plan assets. 5.8% 7.0%
Full the salary moreases. 2.6% 5.0%

The CSL Superannuation Plan (Australia) is also the defined benefit plan of the parent entity On 1 June 2006 the
CSL Superannuation Plan ceased operation as a stand alone fund. The Assets and Liabilities of the Plan were t

CSL Limited and its controlled entities Notes to the Financial Statements continued

for the year ended 30 June 2006.

25 Employee benefits (continued)

(b) Defined contribution plans.

The consolidated entity and parent entity makes contributions to various defined contribution superarmuation plans. The amounts recognised as an expense for the year ended 30 June 2006 was \$19,638,000 and \$9,610,000 respectively (2005) \$14,480,000 and \$8,631,000il

26 Share based payments

(a) Share based payment schemes

The Company operates the following schemes that entities key management personnel and senior employees to purchase shares in the company.

Serior Executive Share Ownership Plan (SESOP)

The Company has an option arrangement (Senior Executive Ownership Plan (SESOP)) where options were granted before 7 November 2002. AASB 2 has not been applied to these options in accordance with the transitional provisions of AASB 1. There are no outstanding SESOP opticns, however some interest free loans associated with exercised options remain (refer note 8 for details)

Revised Senior Executive Share Ownership Plan (SESOP II)

The establishment of the SESOP II 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

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.

AASB 2 has only been applied to those options that were issued after 7 November 2002 in accordance with the transitional provisions of AASB 1.

Employee Performance Rights Plan (Performance Rights)

The establishment of the Employee Performance Rights Plan (Performance Rights) 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 Flurdies 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.

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.

26 Share based payments (continued)

(b) Outstanding share based payment equity instruments

The number and exercise price for each share based payment scheme outstanding is presented as follows. All options are settled by physical delivery of shares.

Opening Closing Exercise Expiry Vested at
June 2006 Batance Granted Exercised Forfeited Lapsed balance Price ďate 30 June 2006
SESOP II
(by grant date)
16 November 1999* 17,000 (37,000) \$20.84 16-Nov-06
28 February 2000* 12,000 (32,000) \$23.01 28-Feb-07
9 February 2000* 40,000 $\overline{a}$ (40,000) $\overline{a}$ \$23.07 09-Feb-07
2 August 2000* 558,980 Ĭ. (467, 580) (41, 100) 50,300 \$34.04 02-Aug-07 50,300
20 June 2003* 634,400 (462, 680) (28, 300) 143,420 \$37.54 20- kun-08 143,420
21 August 2001* 90,000 90,000 \$49.31 20-Aug-08 90,000
23 August 2001* 126,000 (41,000) ×, 85,000 \$37.54 22-Aug-08 85,000
18 October 2001* 5,000 (5,000) ł, \$43.51 20-Aug-08
10 December 2001* 63,000 (24, 800) 38,200 \$49.94 09-Dec-08 38,200
28 January 2002* 20,000 (20,000) $\overline{\phantom{a}}$ \$47.20 28- i an-09
23 July 2002* 1,013,700 L (459, 610) í, 554.090 \$27.97 23-lui-09. 554.090
16 October 2002* 30,000 $\overline{a}$ (18,000) ÷, 32,000 \$20.67 16-Oct-09 12,000
1 July 2003 392,900 (52,200) 340,700 \$12.39 03-kil-10
3,002,980 $-$ {1,553,870} (135, 400) $-1,313,710$
Performance Rights
(by grant date)
16 October 2003 50,000 50,000 27-Oct-10
15 December 2003 128,600 L, 128,600 27-Oct-10
28 April 2004 60,000 60,000 翅形 31-Mar-11
21 June 2004 132,300 (15,700) 116,600 31-Mar-11
29 October 2004 83,400 (800) J. 82.600 25-Aug-13
15 July 2005 ÷, 55,000 Ĭ. 55,000 07-km-12
7 September 2005 346,750 (8,000) 338,750 刘雨 07-Jun-12
7 March 2006 52,500 52,500 20-Dec-12
6 April 2006 40,850 40,850 20-Dec-12
454,300 495,300 (24, 500) $\overline{a}$ 924,900
GESP
(by grant date)
1 March 2006 29.789 $\overline{\phantom{a}}$ (29, 789) \$27.59 31-Aug-05
1 September 2005 $\overline{a}$ 32,990 (32,990) $\frac{1}{2}$ \$29.46 28-Feb-06
1 March 2006# $\overline{\phantom{a}}$ 22,072 22,072 \$44.17 31-Aug-06
29,789 55,062 (62, 779) ×, 22,072
Total 3,487,069 550,162 (1,616,649) (159.900) $-2.260.682$

* AASB 2 has not been applied to these options as they were issued before 7 November 2002.

As noted above, the exercise price at which GESP plan shares are issued is calculated at a 15% discount to the lower of the ASX inarket price on the first and last dates of the contribution period. Accordingly the exerci

The weighted average share price at the dates of exercise, by equity instrument type, is as follows:
SESOP B \$47.99
Performance Rights
GESP \$44.18
.

CSL Limited and its controlled emities Notes to the Financial Statements continued for the year ended 30 line 2006.

26 Share based payments (continued)

(b) Outstanding share based payment equity instruments (continued).

ltne 2005 Opening
Gatanee
Granted
Exemised
Fortened
Lapsed Closing
balance
Exercise
Price
Expiry
ane
Vested at
30 have 2005
SESOP II
(by grant date)
20 November 1997 4 100,000 (100,000) -68.93 20 Nov-04
14 kuly 1998 4 68.310 52.310 \$10.82 14-11-05
13 kily 1990* 392,480 (392, 480) 88 \$13.23 13-дл-06
16 November 1999 85,000 (68.000) 41 17,000 \$20.84 16 Nov 06 17000
28 February 2000* 60,000 (48.000) 12,000 \$21.01 $28 - 60$ 12.000
9 February 2000 200,000 (160,000) 40,000 \$23.07 09-feb-07 40,000
2 August 2000* 612.700 (28/20)
ŗ,
(25,000) 568.980 \$34.04 $02 - A_{11} 07$ 558,080
20 June 2001 * 649,500 115,7001 634 400 \$37.64 20 Am 08 634.400
21 August 2001* 90.000 90,000 \$49.31 20-Aug-08 9000
23 August 2001* 198,000 (12,000) 126,000 \$37.54 22-Aug-08 126,000
18 October 2001 f 5.000 5,000 \$43.61 20 Aug-08 6000
10 December 2001 f 91.000 SIINININININSSE (28,000) 63.000 \$49.94 09 Dec-08 63,000
28 Ianuary 2002 20.000 20.000 34/20 28-fan-09 20,000
23 July 2002* 1,091,200 (15,000) 162.500) 11013.700 \$2191 23-10109 1.013,700
16 October 2002 * 30.000 30,000 \$20.67 16-0at-09 30.000
1 July 2003 507,600 (114,700) 392 900 \$12.19 01-a1-10
4,190,790 (985,210) (202,600) 3,002,980 2.610.080
Performance Rights
(by grant date)
mmmm
16 October 2003 50,000 60,000 ΝIΙ $270$ ch $10$
15 December 2003 153,000 124.4001 125,600 ΝIΙ $27 - 0 + 10$
28 April 2004 60.000 60.000 NI. 31 Mar 11
21 lune 2004 132,300 132,300 NJ 31-Mar 11
23 October 2004 W. 83.400 83.400 NI. 25 Aug 11
395,300 83.400 (24.400) 454.300
GESP
(by grant date)
1 September 2004 35.895
(35.895)
\$22'09 28-Feb-06
1 Marth 2006# 800028 29.789
wana
29.789 27.52 31-Aug-06
65.664
(35,800)
29.789
llotal 4.586.090 149.084.(1,021,105) (227.000) 3.487.069

ana ang mga mga mga mga mga mga mga mga mga mg

an an an ainm

$^*$ AASB 2 has not been applied to these options as they were issued before 7 November 2002.

As noted above, the exercise price at which GESP plan shares are issued is calculated at a 15% discount to the lower of the ASX
market price on the first and last dates of the contribution period. Accordingly the exercis issued is not yet known (and may differ from the assumptions and fair values disclosed below). The above disclosures are estimated based on information available as at 30 June 2005.

The weighted average share price at the dates of exercise, by equity instrument type, is as follows:

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
s sopal www The Search Control
Performance Rights and Committee Rights
All Andrew Communications
YAKKO . ---------------------------------------

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

26 Share based payments (continued)

(c) Valuation assumptions and fair values of equity instruments granted

The fair value of services received in return for equity instruments granted are measured by reference to the fair value of equity instruments granted. The estimate of fair value of the services received is measured based on a combination of the Binomial and Black Scholes option valuation methodologies. The expected vesting period of equity instruments is also used as an input into the valuation model applied.

The following tables summarise the assumptions and fair values of unexercised equity instruments issued after 7 November 2002.

Expected Risk free
Fair Value ® Share
Price
Exercise
Price
Expected
volatility 2
Life
assumption
dividend
vield
interest
rate
SESOP II
(by grant date)
1 July 2003 \$4.58 \$12.08 \$12.19 37.0% 3-5 years 2.5% 5.60%
Performance Rights
(by grant date)
16 October 2003 \$10.52 \$16.25 Ni 37.0% 4 years 2.5% 5.61%
15 December 2003 \$11.33 \$17.51 Ni 37.0% 4 years 2.5% 5.79%
28 April 2004 \$15.14 \$22.91 Ni 35.0% 4 years 2.0% 5.71%
23 June 2004 \$14.34 \$21.72 Ni 34.0% 4 years 2.0% 5.63%
29 October 2004 \$20.69 \$28.80 Ni 34.0% 4 years 2.0% 5.32%
15 July 2005 \$24.53 \$34.90 Ni 27.0% 4 years 3.5% 5.19%
7 September 2006 \$24.40 \$34.75 Ni 27.0% 4 years 1.5% 5.10%
7 March 2006 \$43.58 \$53.25 Ni 27.0% 4 years 1.5% 5.37%
6 April 2006 \$42.97 \$53.41 Νß 27.0% 4 years 1.5% 5.51%
GESP
(by grant date) 3
1 September 2004 \$5.97 \$26.03 \$22.09 34.0% 6 months 2.0% 5.70%
1 March 2005 \$7.60 \$33.11 \$28.14 34.0% 6 months 2.0% 5.70%
1 September 2006 \$6.19 \$34.52 \$29.46 27.0% 6 months 1.5% 5.10%
1 March 2006 \$10.89 \$51.97 \$44.17 27.0% 6 months 3.5% 5.37%

Equity instruments are granted under a service condition and, for equity instruments issued under the SESOP II plan, a non-market performance condition. Such conditions are not taken into account in the grant date fair value measurement of the services received. The market conditions associated with equity instruments issued under the SESOP II and Performance Rights plans are incorporated into the determination of the fair value at grant date.

The expected volatility is based on the historic volatility (calculated based on the remaining life assumption of each equity instrument), adjusted for any expected changes to future volability due to publicly available information.

The fair value of GESP equity instruments is estimated based on the assumptions prevailing on the grant date. In accordance with the terms and conditions of the GESP plan, shares are issued at the lower of the ASX market price on the first and last dates of the contribution period.

for the year ended 30 lune 2006.

27 Key management personnel disclosures.

The following were key management personnel of the consolidated entity at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period.

Executive directors

B A McNamee (Chief Executive Officer and Managing Director)

A M Cipa (Finance Director)

Non-executive directors

P H Wade (Chairman)

J Akelurst

MIRSS

E.A. Alexander and the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contrac

LA Renard

M A Renshaw

K I Roberts

1 Shine (appointed 1 June 2006) [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [1999] [

A C Webster

Executives

P Turner (President, ZLB Behring)

C Armit (President, CSL Pharmaceutical)

P Bordonaro (President, CSL Bioplasma)4

A Curinbertson (Chief Scientific Officer)

P Turvey (Company Secretary and General Counsel)

K Milroy (General Manager, Human Resources)6

1 Glaria (President, CSL Bioplasma)*

A von Bibra (General Manager, Human Resources ).6

+ During the year the role of President of CSL Bioplasma transitioned from Mr Bordonaro to Mr Giarla.

maanaalassa missä

4 During the year the role of General Manager of Human Resources transitioned from Mr Milroy to Ms von Bibra. The disclosures below for Ms von Bibra are for the period from 23 January 2006 to 30 June 2006.

animilli

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

27 Key management personnel disclosures (continued)

2002/02/02/02/20

Total compensation for key management personnel

Consolidated Entry Parent Entity
2006
\$
2005
Ķ.
2006
\$
2005
Ϋ́.
Short term
Salary and Fees. 6,192,904 6 319 102 5,306,879 6,310,610
Short term incentive cash corius. 4,271,247 5.034.110 3,384,564 4271670
Non-monetary benefits 365,655 286.591 331,271 282.419
lotal. 10,829,806 11 639 803 9,022,714 9864699
Post-employment
Superannuation benefits 520,348 446,034 441,652 367,834
fotall 520.348 446.094 441.652 367,834
Other long-term - Long service
leave and equivalents
447.035 652,321 361,843 256.381
Share-based payments
Equity settled shares / units 1,625,820 720,877 1,416,676 637,363
Equity settled options / nants 998,719 903.581 840.379 703.579
2,624,539 1.624.458 2,257,055 1,340,942
Total 14,421,728 14.362676 12,083,264 11,820,856

The consolidated entity has applied the relief granted in Regulation 2M of the Corporations Act to disclose certain compensation
Information required by AASB 124 Related Parties Disclosure in respect of key management pers

Loans to key management personnel and their related parties (consolidated entity)

Details regarding the aggregate of loans made, guaranteed or secured by any entity in the consolidated entity to key management personnel and their related parties, and the number of individuals in each group, are as follows:

Opening
balance
S.
Interest
charged
Closing
balance
¢,
Mumber
ли скоша:
Total for key management personnel 2006 5.982.000 149.000 5.385.000 10.
2005 3.812.000 143.000 5,982,000 12.
Total for other related parties 2006 $\sim$
2005.
Total for key management personnel 2006. 5.982.000 149.000 5,385,000 10.
and their related parties 2005. 3.812.000 143000 5,982,000 12.

an an an Aonaichte

anan 1111

a a a chuid ann an

CSL Limited and its controlled entities. Notes to the Financial Statements continued

for the year ended 30 June 2006.

27 Key management personnel disclosures (continued)

Loans to key management personnel and their related parties (continued)

Details regarding loans outstanding at the reporting date to key management personnel and their related parties at any time during the reporting period, are as follows.

Balance at
1 huw 2005
Interest
charged.
Balance at
30 June 2006
Haghest
owner
in pernod
interest rat
charged.
X. s
Executive Directors
B A McNamee 893.000 36.000 447,000 893.000 18.000
A M Cipa 48.000 2000 46.000 48.000 2.000
Key Management Personnel
Patranec 110.000 4.000 310,000 110.000 4.000
C. Armit 2537000 40.000 1,615,000 3,460,000 62.000
P Bordonaro 330.000 330.000 2000
A Cuthberson 1.008.000 37.000 1.513,000 1,784,000 91.000
P Jurvey 593.000 20.000 1.702,000 1702,000 50.000
K MILOV 463,000 463,000 3.000
A von Bibra
1 Giana 11.000

mmmmmm

All of the loans relate to SESOP and SESOP II under which key management personnel 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 this plan. No grants of options have been made under SESOP II since July 2003.

Loans to key management personnel relating to SESOP are interest free. Loans relating to SESOP II are charged interest at a concessional average rate of 2.5%. 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 7.82%.

Other key management personnel transactions with the company or its controlled entities

The key management personnel 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 relationships, including property leases and collaborative research arrangements. 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.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

27 Key management personnel disclosures (continued)

Options and rights over equity instruments granted as compensation The movement during the reporting period in the number of options and rights over ordinary shares in the Company held directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:

SESOP and SESOPIE
Quaems
Balarice at
1 luly 2005
Number:
Granted
Mumber
Exercised
Munber
Lapse of
FortKied
Balance at
30 June 2006
Munber
vested during
the year
Vested and
exercisable
at 30 June 2006
Executive Directors
B A McNamee
А М Ста 75.000. 50.000 25.000 15.000 25.000.
Executives
Patrick 175.000 145000 30.000 65.000
C Arrut 90.000 40.000 50,000 70.000 30.000
P Bordonaro 76.000 75.000 15.000
A Cuthbertson 87.000 57.000 30,000 57,000
Pillurvey 100.000 80.000 20,000 40.000
K Miroy 70.000. 28.000 42,000 7.000
Tuskaria. 103.500. 45.000 58.500 54.000 36.000
A von Bibra -39.600 21.120 18,480 6.280
lotal 816.100 541.120 273,980 328.280 91.000

No SESOP or SESOP II options were granted in the current year. No SESOP or SESOP II options have been granted since the end of the financial year. The options have been provided at no cost to the recipients.

No options held by key management personnel are vested but not exercisable.

For further details, including the key terms and conditions, grant and exercise dates for options granted to executives, referincte 26.

Manifestania

______________________________________

an an an Aonaichte

TANA ARA

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 lune 2006.

  1. Key management personnel disclosures (continued)
,,,,,,,,,,,, balance at Mumber Balance at
Performance Rights 1 July 2005 Granted. 30 June 2006
Executive Directors
B.A.McNamee 70.000 77500 147,500
A M Cipa 40.000 30.000 70,000
Executives
$P$ if $a$ a.e. 24.800 29.660. 54,350
C Arrut 14.400 7450 21,850
P. Bordonaro 20.800 7.450 28,250
A Cuthbertson 33. 100. 14,250 25,350
Pillavey 17 100 10.250. 27,350
К Миру $-800$ 4.450 10,250
J Giarla 6.000 6,850 12,850
A von Bibra 1.500 3.300 4,800
Total 211,500 191,050 402,550

Performance Rights were granted during the current year as follows

Date granted Ехрігу
date
Exercise
price
Fair
value
15 July, 2005 7 June 2012 Ni \$24.53
7 September, 2005 7 June 2012 Na \$24.40
7 March, 2006 20 December 2012 Νi \$43.58
6 April, 2006 20 December 2012 Na \$42.97

No Performance Rights have been granted since the end of the financial year. The Performance Rights have been provided at no cost to the recipients.

No Performance Rights held by key management personnel have vested.

For further details, including the key terms and conditions, grant and exercise dates for all Performance Rights granted to executives, refer note 26.

Modification of terms of equity-settled share-based payment transactions

No terms of equity-settled share-based payment transactions (including options and performance rights granted as compensation to a key management person) have been altered or modified by the issuing entity during the reporting period.

CSL Limited and its controlled entities Notes to the Financial Statements continued

for the year ended 30 lune 2006.

27 Key management personnel disclosures (continued)

Exercise of equity instruments granted as compensation

During the reporting period, the following shares were issued on the exercise of options or performance rights granted
as compensation:

30 June 2006 Paid 30 June 2005
Date Option
Granted
Number
of shares
per share
\$
Date Ootton
Gramed
Number
of sharps.
Paid new
share.
Æ.
Directors
B A McNamee н November 1997 100.000 \$8.93
A M Cipa August 2000 50,000 \$34.04 July 1998 6.054 \$10.82
July 1999 20.000 \$13.23
Executives
F Turnet July 2002 45,000 \$27.97 $h$ ny 1998. 10.192 \$10.82
August 2000 100,000 \$34.04
C Armit February 2000 40,000 \$23.07 February 2001 160.000 \$23.07
P Bordonaro August 2000 75,000 \$34.04 July 1998 6.000 \$10.82
A Cuthbertson February 2000 12,000 \$21.01 huy 1999 20.000 \$1323
July 2002 45,000 \$27.97 February 2000 48.000 \$21.01
E liney August 2000 50,000 \$34.04 lulv 1998 5.024 \$10.82
July 2002 30,000 \$27.97 huv 1999 20,000 \$13.23
K Milroy June 2001 28,000 \$37.54 luv 1999 14.000 \$13.23
1 Giarla July 2003 45,000 \$12.19 July 1999 36.000 \$13.23
A von Bibra June 2001 21,120 \$37.54
Total: 541,120 446.070

There are no amounts unpaid on the shares as a result of the exercise of options or performance rights.

Balance at Options/Performance Rights Other changes Balance at
Movemerts in shares 1 Luy 2005 Exercised during year during year 30 June 2006
Executive Directors
B A McNamee 343.511 (50,000) 293,511
AMCpa 8.547 50.000 (50,000) 8,547
Non-Executive Directors
P H Wade 30 910 1,241 32,151
Akenurst 6,313 531 6,844
L. A. Alexander 6,516 531 7,047
1 A Renand 6373 531 6,904
MA Renshaw 659 531 1,190
Ki Roberts 5838 (469) 5,369
A C Webster 8.842 531 9,373
Executives
Pillumer 12,242 145,000 1145.0001 12,242
C Armit 110910 40,000 (80,000) 70,910
P Bordonaro 26.760 75,000 (101,000) 760
A Cuthbertson 48.379 57.000 (46,000) 57,379
Pilavey 46,971 8000 (15, 713) 51,258
К Мігоу 36,603 28.000 (62, 832) 1,771
1 Giarla 45,000 (45,000)
A von Bibra 1.283 21.120 (21.765) 638
Total 100657 541.120 675,883 565,894

There have been no movements in shareholdings of key management personnel between 30 lune 2006 and the date of this report.

28 Non key management personnel related party disclosure

Ultimate Controlling Entity

The ultimate controlling entity is CSL united.

Identity of related parties

The parent entity has a related party relationship with its subsidiaries (see note 31) and with its key management personnel (see note 27)

Other related party transactions

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

Wholly owned subsidiatios

  • * 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 intercompany loan accounts and may be subject to extended payment terms.

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

Partly owned subsidiaries

· No transactions occurred during the year.

Amounts payable to and receivable from parties in the partly owned subsidiaries are set out in the notes to the financial statements.

Transactions with key management personnel and their related parties

Disclosures relating to key management personnel are disclosed in note 27.

Transactions with other related parties

During the year, the parent and subsidiaries made contributions to defined benefit and contribution superannuation plans as disclosed in note 25.

Ownership interests in related parties

The ownership interests in related parties in the consolidated entity are disclosed in note 31. All transactions with subsidiaries have been eliminated on consolidation.

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 lune 2006.

Consolidated Entity Parent Indry
2006
S
2005 2006
s
2005
Æ.
29 Remuneration of Auditors
Amounts received, or due and receivable, for the audit and review
of the financial reports of the parent entity and its subsidiaries by:
tra a King
Ernst & Young related practices
751,500
2,541,364
590.217
2,391,655
751,500 590.217
3.292.864 2.981.872 751.500 590.217
Amounts received, or due and receivable, for the other services.
in relation to the parent entity and its subsidiaries by
Ernst & Young
due diligence / completion audits
accounting advice
16,000 488.408
67.600
16,000 488.408
67.500
compliance and other audits. 13,050 46.764 13,050 46,764
Emst & Young related practices
due oligence / completion audits
accounting advice
19.695
complance and other auclits. 181,193
210,243 622.367 29,050 602.672
3,503,107 3604.239 780,550 1.192.889

30 Commitments and contingencies

Consolidated Entity Parent Entity
2006
\$000
2005
SOCIO-
2006
\$000
2005
ROOD
(a) Operating leases
Non-cancellable operating lease rentals are payable as follows:
Not later than one year. 35.667 31.889 1.259 1433.
Later than one year but not later than five years 86.466 86.222 2.084 2613.
Later than twe years 117.482 132.2681 370 378.
239.615 250 370 3.713 2.430

Operating leases entered into relate predominantly to leased land and rental properties. Rental payments are predominantly
Tixed, but generally contain inflation escalation clauses on which contingent rentals are determine

(b) Finance leases

Future minimum lease payments are payable as follows:
Not later than one year 4.771 4,242
Later than one year but not later than five years. 17,416 16.614
Later than twe years 49,160 49.095
lotal minimum lease payments 71.347 69.951
Future aname charges (29, 826) (29.710)
Finance lease liability 41,521 40.241
The present value of finance lease liabilities is as follows:
Not later than one year. 2.198 1.850
Later than one year but not later than five years. 8.372 7.969
Later than tive years 30,951 30,422
41,521 40.243
Finance lease - current liability (refer note 17) 2.111 1756
Finance lease - non-current liability liefer note 17 39.410 38.485
41.521 AC 241

Finance leases entered into relate predominantly to leased plant and equipment. Lease payments are generally fixed for the life
of the agreement. At the end of the lease term, the consolidated entity has the option to purc leasing activities.

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

Consolidated Entity Parent Entity
2006
\$000
2005
3000
2006
\$000
2006
SOOO
30 Commitments and contingencies (continued)
(c) Total lease hability
Current
Finance leases (refer note 17) 2,111 1756
Surplus lease space (refer note 19)
mmummummes
2,343 6.720
4.454 84/6
Non-aurent
Finance leases trefer note 171 39,410 38.485
Surplus lease space (refer note 10) 948 3.844
40,358 42,329
44.812 50.805
(d) Capital commitments
Capital expenditure contracted for at balance date but not
provided for in the financial statements, payable,
Not later than one year
40.109 11.808 13,832 4.500
Later than one year but not later than five years
Later than twe years
8,160
48,269 11.608 13,832 4.500

(e) Contingent assets and habilities

Guarantees

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

SRAKALBRETAL S RS: Patent entry quarantee of subsidiary borrowings. 26.632 858.451
4.995
26.632 863.446

Service agreements

The maximum contingent liability 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. The maximum liability that could arise, for which no provisions are included in the financial statements is as follows:

------- ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ -682- -5.463.
. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

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 the 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 of a material amount in respect of litigation is remote. An estimate of the financial effect of this litigation cannot be calculated as it is not practicable at this stage. The consolidated entity has disclaimed liability for, and is vigorously defending, all current claims and actions that have been made.

Deed of cross guarantee

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 subsidiaries 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. Refer note 33 for details.

CSL Limited and its controlled entities Notes to the Financial Statements continued
for the year ended 30 line 2006

Country of incorporation Percentage Owned
2006
2005
!!!!!?‱
Controlled Entitles
M.
Parent Eminy
CSL Limited Australia
Subsidiaries of CSL Limited:
Cervax Pty Ltd Australia 74 74.
CSL (New Zealand) Limited New Zealand 100 100 (a)
Iscoter AB Sweden 100 100(a)
CSL International Pty Ltd Australia 100 100
CSL Finance Pty Ltd
CSL Denmark ApS
Australia
Denmark
100
100
100
$100$ $(a)$
2LB Behring AG Switzerland 100 $100$ $(a)$
ZLB GmbH Germany 100 100(a)
CSL JK Hodings Limited England 100 100(6)
ZLB Bioplasma UK Limited England 100 $100$ $(a)$
ZLB Holdings Inc. USA 160 100.
CSL Brotherapies Inc. USA 100 .lb)
ZLB Bioplasma (Hong Kong) Limited Hang Kong 100 100 (a)
ZLB Benning LLC USA 100 $100$ $(a)$
ZLB Behring Sales Force Inc. USA 100 $100$ (a)
ZLB Bioplasma fire USA 100 $100$ (a)
ZLB Behring Canada Inc. Canada 100
100
100 (a)
ZLB Behiing Brazil Comercio de Produtos Farmaceuticais Ltda
ZLB Behring KK
Brazil
Japan
100 100(a)
$100$ (a)
ZLB Behring S.A. de C.V. Мехісо 100 100 (a)
ZLB Benting S.A. France 100 100 (a)
ZLB Prarma Grubal Germany 160 $100$ $(a)$
ZLB Behring Foundation for Research and
Advancement of Patient Health
USA 100 100 (a)
ZLB Behring Verwaltungs GmbH
ZLB Behring Beteiligungs GmbH & Co KG
Germany
Germany
100
100
$100$ $(a)$
100(p)
ZLB Plasma Services GmbH Germany 100 $100$ (a)
2.B Behring GrinbH taesmann 100 $100$ $(a)$
ZLB Behring (Switzerland) AG Switzerland 100 $100$ (a)
1999 - Andrea Andrewski, filozof a strong a strong and a strong and a strong and a strong and a strong and a
ZLB Behring GmbH
Austria 100 $100$ $(a)$
ZLB Benang S.A. Spain 100 100(a)
ZLB Behring A.B. Sweden 100 $100$ $(a)$
ZLB Behring S.p.A. Italy 100 100(a)
ZLB Behring N.V. Belgium 100 $100\,$ (a)
4.3 Behing Lda
ZLB Betting MEPE
Portugal
Стенсе
100
100
$100$ $(a)$
100 (a)
ZLB Behring Asia Pacific Limited! Hong Kong 100 100(6)
ZLB Behring S A Argentina 100 100 (a)
ZLB Behring Holdings Ltd. England 100 $100$ $(a)$
ZLB Behring UK Ltd. England 100 $100$ $(a)$
CSL Biotherapies Asia Pacific Limited Hong Kong 100 O)

(a) Audited by affiliates of the parent entity auditors.
(b) CSL Biotherapies Inc and CSL Biotherapies Asia Pacific Limited were incorporated during the year.

anana

ammannannan

Notes to the Financial Statements continued
for the year ended 30 line 2006

Consolidated Entity Parent Entity
Noves 2006
\$000
2005
\$000
2006
\$000
2005
\$000
32 Statement of Cash Hows
(a) Reconditation of cash and cash equivalents and
non-cash financing and investing activities
Cash at the end of the year is shown in the cash flow
stotement as:
Castrat bank and on hand 7 384.064
369,630
258.528
465.314
28.066
Cash deposits
Bank overchafts
17. (5,706) (4.091) 149.224 461,769
747,988 /19/51 177.290 461.769
(b) Reconciliation of Profit after Tax to Cash Hows
from Operations
Profit after tax 117.357 481 74 16.034 56.296
Non-cash items in profit after tax
Contingent consideration 233,536
Depreciation and amortisation. 116,064 125.137 31,122 29.746
Loss / (Gain) on sale of property, plant and equipment (421) 1994 75 67
Finance costs 1.351 1,268
Unwinding of discount 7.360 9.271
Realised exchange loss on disposal of foreign subsidiaries.
reclassified to the income statement
11 164
Share based payments expense 4.684 2.294 4,684 2.294
Changes in assets and labilities, net of the effects of
purchase / disposal of subsidiaries.
Increase/decrease in trade and other receivables. 24,704 (86, 707) (16, 803) 113.988)
Increasevecrease in inventories 30,500 157972 (6.975) 6.696
(Increase/decrease in retrement benefit assets (19, 342) 921 213
lincreasei/decrease in deferred tax assets 6,809 113,235 (14, 216)
Increase/Idecrease) in trade and other payables (6,066) 31.036 10,751 892
Increase/Idecrease) in deferred government grants 1.504 2.460 1,504 2.460
Increase/Idecrease) in provisions (3,713) 122.2221 5.862 (2.316)
Increase/Inemease) in retirement benefit liabilities (5, 714) (37,060) (158) (336)
Increase/(decrease) in deferred tax liabilities 13.551 (53.024) 23.958 (5.081)
6. 522,164 805.509
231687
56,051 15/23
Less: Gain on sale of discontinued operations, net of tax 522,164 567.622 56.051 75,723
Net cash inflow from operating activities

MARKA ANDRO DE LA CALCACIÓN DE LA CALCACIÓN DE LA CALCACIÓN DE

WWW

(c) Financing Facilities

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

Consolidated Entity Parent Entity
\$000 Accessible Drawn down
SAAA
Unused
\$000
Accessible
saan
Drawn down
\$000
lmused
\$000
June 2006
Bank overdraft facility (b), (d) 10.219 5.706 4.513 4.513 4.513
Bank loan facilities (a), (d) 655.132 486,778 168.354
Total financing facilities (c) 665.351 492.484 172.867 4.513

CSL Limited and its controlled entities Notes to the Financial Statements continued

for the year ended 30 June 2006.

32 Statement of Cash Flows (continued) [1999]

(c) Financing Facilities (continued)

Consolidated Entity Parery Friday
Accessible Drawn down
-9990
ಾಂಬ AIGHT-COLL
3000
Accessible Drawn down
30000
5000 Unused
-9000
June 2005
Bank overdraft facility (b) (d) 9.383 4.091 -92 4.482 4482
Bank Ican facilities (a) (d) 658.514 458.260 200.245
lotal financing facilities (c). 667.897 462.360 205.537 4 482 4.482

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

(b) No specific explividate.

(c) The current / non-current allocation of loan facilities reflects 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.

33 Deed of Gross Guarantee

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 Onder. On 30 June 2003, and
Assumption Deed was lodged with ASIC, which joins CSL Finance Pty Ltd and RRH Biosciences Pty Ltd a 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:

Consolidated Entry
Summarked Impare Statement and Retained Earnings 2006
\$000
2005
5000
Profit before tax. 243,272 206,493
Income tax expense. (10, 268) ្រាច, 356)
Net profit. 233.004 191.137
Set out below is a summary of movements in consolidated retained earnings of the closed group:
Retained earnings at beginning of the financial year. 581.196 474.071
Net profit 233.004 191137
Actuarial gain / floss) on defined benefit plans, net of tax 1.437 -38.
Dividends provided for or paid. (124, 394) (84,950)
Retained earnings at the end of the financial year. 691.243 581 196

As disclosed in note 5 the contingent consideration on the acquisition of Aventis Behring was recognised on 20 June 2006 and accordingly a provision was raised by the Group and booked in the accounts of the acquirer, ZLB Bioplasma (Hong Kong) Limited. As the provision was booked in ZLB Bioplasma (Hong Kong) Limited, the provision and associated charge is not reflected within the class order group.

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

33 Deed of Cross Guarantee (continued)

Consolidated Entry
2006 2005
Balance Sheet \$000 400a
CURRENT ASSETS
Cash and cash equivalent 434,383 461 769
Irade and other recevables. 58,975 53,370
Current tax assets 57,374
Inventories
Other financial assets
66,426 59.451
fotal current assets 617,158 574 590
NON-CURRENT ASSETS
trade and other receivables
429,080 456.876
Other financial assets 1,259,318 1,298.641
Property plant and equipment. 268,881 261,402
Deferred tax assets 24,457
Intangible assets 20,000 20,000
Retrement benefit assets 1,840
Total non-current assets 2,003,576 2,036,919
TOTAL ASSETS 2,620,734 2611,509
CURRENT LIABILITIES
frade and other payables. 109,361 138.221
Interest-bearing liabilities and borrowings 359,855 11111111111112
Other financial liabilities 111111111111111111111111111111111111111
Current tax liabilities 24,801 111111111111111111111111111111111111111
Provisions 26,116 17848
Deferred government grants 371 296
Retirement benefit liabilities
Total Current Liabilities 520,504 156,365
NON-CURRENT LIABILITIES
Irade and other payables 69.813 1.328
interest-bearing liabilities and borrowings. 274,399 595 520
Non-current tax liabilities
Deferred tax liabilities 37,225 31,61%
Provisions 5,223 16,397
Deterred government grants 4,093 2664
Retirement benefit liabilities 159
Total Non-Current Labilities 390,753 64/6/9
TOTAL LIABILITIES
KAMANAN MANA (KAMAN
911,257 804,044
NET ASSETS 1,709,477 1.807.465
EQUITY
Contributed equity 994,101 1,223,466
Reserves 24,133 2.803
Retained earnings
Maria Maria (Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria
691,243 581 196
TOTAL EQUITY 1,709,477 160/465

www.

W.

mmer

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

Consciunted Entity
2006
\$000
2005
5000
34 Earnmos Per Share
Earnings used in calculating basic and cliutive earnings per share comprises.
Profit from continuing operations 117.357 234.729
Profit from discontinuing aperations. 253.045
Profit attributable to ordinary shareholders 117,357 481.114

Mimber of shares
2006 2005
Weighted average number of ordinary shares used in the calculation of basic earnings
per share:
182.025.674 195 988 194
Effect of clique securities.
Senior Executive Share Ownership Plan options 697,530 500 953
Employee Performance Rights 587.904 321.154
Global Employee Share Plan 29.299 7551
Contingent Consideration 7.098.615 4.852.093
Adjusted weighted average number of ordinary shares used in the calculation of diluted.
earnings per share.
190.439.022 201609345

Contingent consideration

In accordance with AASB 133 Earnings Per Share, contingent consideration that may be settled in either cash or ordinary shares. is required to be included in the calculation of diluted earnings per share where the effect is dilutive.

Conversions, calls, subscription or issues after 30 June 2006.

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.

35 Events occurring after reporting date

On 17 July 2006, the consolidated entity announced a proposal to acquire 100% of the issued shares (125.2 million at 30 June 2006) in Zenyth Therapeutics Limited (Zenyth), a listed Australian based biotechnology company. The consideration offered is 82 cents cash per share. The proposal has been unanimously recommended by Zenyth's directors and is proposed to be implemented by way of a scheme of arrangement between Zenyth and its shareholders.

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

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006

36 Financial Instruments

Objectives for holding derivative financial instruments

The consolidated entity is primarily exposed to the risk of adverse movements in exchange rates and interest rates and accordingly uses derivative financial instruments to manage specifically identified risks as approved by the board of directors. The accounting policy applied by the consolidated entity in respect to derivative financial instruments is outlined in note 1(w).

The purpose of specific derivative instruments that may be used by the consolidated entity 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 when considered necessary to create a desired hedge position, and
  • 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, from time to time, exposed to interest rate risk through primary financial assets and liabilities. In
accordance with the consolidated entities approved risk management policies, derivative fina rate swaps are used to hedge interest rate risk exposures. As at 30 June 2006, no derivative financial instruments hedging interest rate risk were outstanding (2005-Nil).

The following tables summarise interest rate risk for income earning financial assets and interest-bearing financial liabilities. the effective interest rates as at balance date and the periods in which they reprice

Fixed interest rate maturing in
Floating 1 year Over 1 year Over Non-interest Average
Consolidated Entity - June 2006 Rate (a)
\$000
or less
\$000
to 5 years
\$000
5 years
\$000
Bearing
\$000
Total
\$000
Interest Rate
%
Financial Assets
Cash and cash equivalents. 753,694 ۰ $\mathbf{r}$ 753.694 4.75%
Trade and other receivables ٠ 611,352 611,352
Other financial assets 12.600 12,600
753,694 ٠ 623,952 1,377,646
Financial Liabilities
Trade and other payables ۰ 388,979 388,979
Bank loans - ansecured 486,922 ÷ ٠ 486,922 2.59%
Deferred consideration
-intangibles acquired
٠ 9.261 16.459 ٠ 25.720 2.78%
Deferred consideration
-subsidiary acquired
۰ 80.228 82,262 ٠ ٠ 162.490 4.35%
Bank overdraft - unsecured 5,706 ÷ ۰ ÷ 5.706 5.10%
Senior unsecured notes ۰ 18.993 75,713 241.764 336,470 5.22%
Lease liabilities 2.111 8,394 31,016 41,521 6.14%
492,628 110,593 182,828 272,780 388,979 1,447,808

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006

36 Financial Instruments (continued)

Fixed interest rate maturing in
Floating
Rate (a)
1 year
or less
Over 1 year
to 5 years.
Over
Sheats
Man-interest
Bearing
lotal Average
Interest Rate
Consolidated Enuty - June 2005 \$000 5000 3000 3000 \$000 2006 96.
Financial Assets
Cash and cash equivalents 123.842 723,842 4.29%
Irade and other receivables 573.253 573,253
Other financial assets 16,566 16.566
723.842 890000000000000000000000000000000000000 589 819 713 661
Financial Liabilities
frace and other payables. ×. 396.656. 398.555
Bank overdraft 4.031 4.091 2.45%
Bank loans - unsecured 458,269 456.269 1.82%
Deterred consideration
-intangibles acquired
8.283 24.255 32.538 2.50%
Deferred consideration
–subsidiary acquired.
× 150950 150.950 4.36%
Senior unsecured notes 14.258 250633 324.891 570%
Lease labilities 1756 11/33 26.752 40.241 5.95%
462,360 10.039 261.196 211.385 398.555 1409.35

* Notional principal amounts

(a) Floating interest rates represent the most recently determined rate applicable to the instrument at balance sheet date. The following tables summarise interest rate risk for income-earning financial assets and interest-bearing financial liabilities, the effective interest rates as at balance date and the periods in which they reprice.

Fixed interest rate maturing in
Floating 1 year Over 1 year Over Non-interest Average
Parent Entity - June 2006 Rate (a)
\$000
or less
\$000
to 5 years
\$000
5 years
\$000
Bearing
\$000
Total
\$000
Interest Rate
Financial Assets
Cash and cash equivalents 177.290 177.290 -5.62%
Trade and other receivables 110.851 -110.851
Other financial assets 1,232,935 1,232,935
177.290 1.343.786 1.521.076
Financial Liabilities
Trade and other payables 688.999 688.999
688.999 688.999

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

CSL Limited and its controlled entities Notes to the Financial Statements continued

for the year ended 30 June 2006.

36 Financial Instruments (continued)

Fixed interest rate maturing in
Parent Entry - Arme 2005 Hoating
Hate (a)
SOOT
A year
OF RESS
-5166
Over 1 year
AO 5 Vears
- 1000
CASE
Sycars
-5000
Nor-merest
Bearing
\$000
lotal.
5000
Average
interest itate
- 200
Financial Assets
Cash and cash equivalents 461.769 461.769 5.54%
lizde and other receivables. -91-324) -91.324
Other financial assets 1,232.905 1,232,905
461769 1.324.229 1 785.998
Financial Liabilities
Trade and other payables. 595.199. -595.199
595.199 -596.199

Notional principal amounts

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

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. Contracts to buy and sell 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 subsidiaries also enter into forward contracts to hedge foreign currency receivables from other entities within the group.

These receivables are eliminated on consolidation, thowever, the hedges are in place to protect the parent entity and other group subsidiaries from movements in exchange rates that would give rise to an income statement impact.

Hedges of net investment in foreign subsidiaries

Included in Interest Bearing Liabilities (refer note 17) as at 30 June 2006, are Unsecured Notes amounting to US\$86.66m (2005; US\$175m) and EUR 70.334m (2005. Nil) that are designated as a hedge of the consolidated entity's investment in ZLB Holdings. Inc and ZLB Behring Gmbh. A net foreign exchange loss of \$8.5m (2005, gain of \$24.6m) was recognised in equity on translation of these borrowings to Australian Dollars.

Included in Interest Beanno Liabilities (refer note 17) as at 30 June 2006, are Bank Loans amounting to EUR 130m (2005, EUR 130m) that are designated as a hedge of the consolidated entity's investment in ZLB Behring GmbH. A net foreign exchange loss of \$17.3m (2005; gain of \$22.4m) was recognised in equity on translation of these borrowings to Australian Dollars.

Sensitivity analysis

In managing interest rate and currency risks the consolidated entity aims to reduce the impact of short-term fluctuations on the consolidated entity's earnings. However, over the longer-term, permanent changes in foreign exchange and interest rates would give rise to a consolidated entity income statement impact.

At 30 june 2006 it is estimated that a general increase of one percentage point in interest rates would increase/(decrease) the consolidated entity's profit after tax by approximately \$1.8m (2005: \$1.8m).

It is estimated that a general increase of one percentage point in the value of the Australian Dollar against other currencies. would increase/Idecrease) the consolidated entity's profit after tax by approximately \$3 3m for the year ended 30 June 2006 (2005: \$2.6m). The forward exchange contracts have been included in this calculation. The manner of the state of

CSL Limited and its controlled entities Notes to the Financial Statements continued

for the year ended 30 lune 2006

36 Financial Instruments (continued)

Fair values

The fair values, together with the carrying amounts of Financial Asset and Financial Liabilities shown in the balance sheet, are as follows:

Carrying
amount
Fair
Value
Carrying
amount
f air
Value
2006 2006 2005 2005
Consolidated Entity \$000 \$000 5000 SOO0
Financial Assets
Cash and cash equivalents
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
753,694 753,694 723,842 123,842
trade and other receivables. 611,352 611,352 513.253 5/3,283
Other thancial assets
Derivatives
Unlisted equity securities 4,728 4,728 4.698 4.698
Managed financial assets 7,872 7,872 11.668 11,868
Financial Liabilities 1,377,646 1,377,646 $-1, 3, 13, 66, 1$ 1.313.661
Bank overdraft
5,706
388,979
5,706
388,979
-4.091
398,555
4.091
398,555
frace and other payables
Interest bearing liabilities and borrowings
00000000000000000000000000000000000000
Unsecured bank loans 486,922 486,922 458,269 459,287
Unsecured notes 336,470 338,462 324,891 321,225
Deferred cash settlement 188,210 188,210 183.488 183,486
Finance leases 41.521 41,521 40 241 40.241
Other financial liabilities
Derivatives
mmmmmmmm 1,447,808 1,449,800 1,409,535 1.412,687
There are no unrecognised gains or losses.
Parent Entity
Financial Assets
Cash and cash equivalents 177,290 177,290 461.769. 461,769
trade and other receivables. 110,851 110,851 91,324 91,324
Other financial assets
Derivatives
Unlisted equity securities 4,728 4,728 4.698 4,698
Longiterin deposits
Managed financial assets
292,869 292,869 55/191 557,791
Financial Liabilities
Bank overdraft
trade and other payables
688,999 688,999 595.199 595,199
Interest bearing liabilities and borrowings
Unsecured bank loans
Unsecured notes
Deferred cash settlement
Finance leases
Other financial liabilities
Derivatives
688,999 688,999 595,199 595.199
There are no unrecognised gams or losses

aanaanaana

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 june 2006

36 Financial Instruments (continued)

The following methods and assumptions were used to determine the net fail values of financial assets and liabilities.

trade and other receivables I payables

The carrying value of trade and other receivables/payables with a remaining life of less than one year is deemed to reflect its fair value. All other trade and other receivables/payables are discounted to determine fair values.

Other financial assets - Derivatives

Forward exchange contracts are either marked to market using listed market prices or by discounting the contractual forward price and deducting the current spot rate. Where discounted cash flows are used, estimated future cash flows are based on the director's best estimate and the discount rate is a market related rate for a similar instrument at the balance sheet date.

Other financial assets - other

Fair value is estimated using valuation techniques including recent arms length transactions of like assets, discounted cash flow analysis and comparison to fair values of similar financial instruments.

Interest bearing liabilities and borrowings

Fair value is calculated based on the discounted expected future principal and interest cash flows.

Interest hearing liabilities and borrowings - Finance leases

The fair value is estimated as the present value of future cash flows, discounted at market interest rates for homogeneous lease agreements. The estimated fair values reflect change in interest rates.

Credit Risk

Credit risk represents the extent of credit related losses that the consolidated entity may be subject to on amounts to be exchanged under financial instruments contracts or the amount receivable from trade and other debtors. Management has established policies to monitor and limit the exposure to credit risk on an on-going basis.

Transactions involving derivative financial instruments are with counterparties with whom the consolidated entity has a signed netting agreement as well as sound credit ratings. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations.

The consolidated entity infrienties the credit risks associated with trade and other debtors by undertaking transactions with a large number of customers in various countries.

The maximum exposure to credit risk at balance date is the carrying amount, net of any allowance for doubtful debts or impairment, of each financial asset, including derivative financial instruments, in the balance sheet.

The credit quality of financial assets that are neither past due, nor impaired is as follows:

For the year ended
30 June 2006
Financial
Institutions
Governments Hospitals Buying
Groups
Other Total
Cash and cash equivalents. 753.694 753,694
Trade and other receivables. 1.242 36.104 209.817 170.555 193.634 611.352
Other financial assets 12.600 12.600
767.536
.
36.104 209.817
170.555 193.634 1.377.646

1989 - Johann Stein, fransk politiker (d. 1989)

The consolidated entity has not renegotiated any material collection/repayment terms of any financial assets in the current financial year.

CSI Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

36 Financial Instruments (continued)

Credit Risk (continued)

An analysis of trade receivables that are past due and the allowance for doubthal debts is as follows. All other financial assets are less than 30 days overdue.

Allowance
for doubtful
For the period ended 30 June 2006: Not impaired impaired debts
Trade and other receivables:
less than 30 days overdue 357,451
more than 30 but less than 90 days overdue 84.605
more than 90 days overdue. 82.926 13.744 13,744
524.982 13.744 13.744

Financial assets are considered impaired where there is objective evidence that the consolidated entity will not be able to collect all amounts due according to the original trade and other receivable terms. An allowance for doubtful debts is created for the difference between the assets carrying amount and the present value of estimated future cashflows. The consolidated entity's trading terms do not generally include the requirement for customers to provide collateral as security for financial assets.

37 Explanation of transition to AIFRS

As stated in significant accounting policies note 1, these consolidated financial statements are the first prepared in accordance with AIFRS.

The policies set out in the significant accounting policies section of this report have been applied in preparing the financial statements for the year ended 30 June 2006, the comparative information presented in these financial statements for the year ended 30 June 2005 and in the preparation of an opening AIFRS balance sheet as at 1 July 2004 (the consolidated entity's transition date)

In preparing its opening AIFRS balance sheet, the consolidated entity has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting (AGAAP). An explanation of how the transition from the previous AGAAP to AIFRS has affected the consolidated entity's financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables.

22000000000000000000000000000000000000

_______________________________________


CSL Limited and its controlled entitles Notes to the Financial Statements continued for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(a) Reconciliation of equity reported under previous Australian Generally Accepted Accounting Principles (AGAAP) to equity under Australian equivalents to IFRS (AIFRS)

iiiiiiiiiiiiiiiiiiiiii

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

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

,,,,,,,,,,,,,,,,,,,,,,,,,

i). At the date of transition to AIFRS: 1 July 2004

Consolidated Entity Parent Entity
Notes Previous
Agaap
\$'000
Effect of
transition
to AIFRS
\$'000
AIFRS
\$'000
Previous
AGAAR
\$ 000
Effect of
transition
to Alfre
\$1000
airs
\$3000
CURRENT ASSETS
Cash and cash equivalents 114,896 114.896 12,700 12.700
frade and other receivables.
TX.
532,396 31,860 564,056 43,265 3.894 47 159
Inventones 1,352,578 $\overline{\phantom{a}}$ 1,352,578 66.147 66.147
Other
Ű.
31,860 (31,860) 3,894 (3,894)
Total Current Assets 2,031,530 2,031,530 126,006 126,006
NON-CURRENT ASSETS
trace and other receivables 6,489 6,489 305.109 305.109
Citier financial assets 8,223 8,223 204.058 1,204,058
Property, plant and equipment 887,017 887,017 259, 190 259,199
Deferred tax assets
M.
77,644 192,825 270,469 0825 (9 825)
thangible assets 859,870 $\overline{\phantom{a}}$ 859,870 20000 20.000
Other
зā,
4,610 (4,610)
Retirement benefit assets
M.
1,026 1,026
Total Non-Current Assets 1,843,853 189,241 2,033,094 1.798,191 (0,825) 1 768.366
TOTAL ASSETS 3,875,383 189,241 4,064,624 1.924.197 (9.825) 1.914.372
CURRENT LIABILITIES
trade and other payables. 458,502 458,502 53,905 53,905
Interest bearing liabilities and www.
borrowings
X.
13,297 (5,353) 7,944
Otter financial liabilities
Current tax liabilities 26,903 26,903 21.960 21,960
Provisions
X.
199,406 5,353 204,759 15.843 15,843
Deferred government grants
ÎV.
296 296 296. 296
Total Current Liabilities 698,308 296 698.404 91/08 296. 02.004
NON-CURRENT LIABILITIES
Interest bearing liabilities and
borrowings
X, M
854,347 ${13,759}$ 840,588
Deferred tax liabilities
$\mathcal{U}$
80,577 61,239 141,816 12.699 (2, 822) 0.817
Provisions
W(X)
168,309 ${86,023}$ 82,286 20.112 20.712
Deferred government grants
JV.
204 204 204 204
Retirement benefit liabilities
W.
116,591 116,591 M. \$33 633
Total Non-Current Liabilities 1,103,233 78,252 1,181,485 33.411 (2085) 31.326
TOTAL LIABILITIES
mw
1,801,341 78,548 1,879,889 125.110 (1/89) 123,330
NET ASSETS 2,074,042 110,693 2,184,735 1/99.076
$(0.036)$ 1 $101.042$
EQUITY
Contributed equity 1,502,417 1,502,417 1.502A11 1,502,417
Reserves
XV.
77,373 (76, 432) 943 22824 (21.883) 941
ketained earnings
XVI.
494,252 187,125 681,377 213831 13.847 287.684
TOTAL EQUITY 2,074,042 110,693 2,184,735 199078 (6.036) 1.01.042

23.

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 lune 2006

37 Explanation of transition to AIFRS (continued) ii). At the end of the last reporting period under previous AGAAP: 30 June 2005

Consolidated Entity Parent Entity
Notes. Previous
agaap
\$'000
Effect of
transition
to AIFRS
\$'000
AIFRS
\$'000
Previous
ACAAR
8 DUQ
Effect of
transmon
10 AIPS
\$'000
AIFRS
\$ 000
CURRENT ASSETS
Cash and cash equivalents 723,842 723,842 461,769 461,769
trade and other receivables 536,983
ÌХ.
22,244 559,227 68,864 2419. 71,283
Inventones 946,583 $\overline{\phantom{a}}$ 946,583 59,401 59,451
Other 22,244
ĨХ
(22.244) 2,419 (2.419)
Other financial assets
Total Current Assets 2,229,652 2,229,652 592.503 mill -592.503
NON-CURRENT ASSETS
Irade and other receivables 11,014
ÌХ.
3,012 14,026 20,041 X. 20.041
Other financial assets 19,578
ijĶ.
(3.012) 16,566 1232905 1,232,905
Property plant and equipment 769,143 $\overline{\phantom{a}}$ 769,143 261.402 261.402
Deferred tax assets 97,414
V.
(20, 755) 76,659 10.400 (10 400)
Intangible assets
TM.
Other
744,143 42,292 786,435 20,000 2000
Retrement benefit assets 3,352
XI.
W
(3,352)
50
50
lotal Non-Current Assets 1,644,644 18,235 1,662,879 1,544,748 (10,400) 1,534,348
TOTAL ASSETS 3,874,296 18,235 3,892,531 2137251 (10.400) 2.126.651
CURRENT LIABILITIES
trade and other payables 398,555
$\mathcal{Q}$
398,555 573,540 21.659 595,199
Interest bearing liabilities and
borrowings 21,861
Х
(6, 720) 15,141
Other financial liabilities
Current tax liabilities 37,130 37,130
Provisions
Deferred government grants
75,171
Χ
IV.
6,720
296
81,891
296
17 848 296. 17846
296.
Total Current Liabilities 532,717 296 533,013 591.366 21.955 613,343
NON-CURRENT LIABILITIES
Interest bearing liabilities and
$X \times V$
DONOWIDOS
1,003,035 (7, 196) 995,839
Deferred tax liabilities 106,814
ÿ
(28, 537) 78,277 33.968 (24,010) 9968
Provisions
ЦX,
157,218 (78, 672) 78,546 16,301 99 16,391
Deterred government grants. W 2,664 2,664 2.664 2,664
Retirement benefit liabilities
Total Non-Current Liabilities
W.
1,267,067
95,667
(16, 074)
95,667
1,250,993
159
$(2 - 187)$
159
29.172
TOTAL LIABILITIES 1,799,784 (15, 778) 1,784,006 90,359
641,747
768 642.515
NET ASSETS 2,074,512 34,013 2,108,525 1.495.504 (11.168) 1.484.336
EQUITY
Contributed equity 1,223,034
TI.
432 1,223,466 1,223,034 432 1223,466
Reserves
X).
(62,093) (120, 915) (183,006) 22824 (20.021) 2,803
Retained earnings
ma l
913,569 154,496 1,068,065 249,646 8.421 258.067
TOTAL EQUITY 2,074,512 34,013 2,108,525 1.495.004 $[11.168]$ 1.464.336

minimini

www.

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(b) Reconciliation of profit under previous AGAAP to profit under Australian equivalents to IFRS (AIFRS).

i). Reconciliation of profit for the year ended 30 June 2005

Consolidated Entity Parent Fritty
Notes Previous
AGAAP
\$'000
Effect of
transition
to AIFRS
\$'000
AIFRS
\$'000
Previous
AGAAP
\$ 0.00
Friest of
transform
to All'RS
\$000
AIFRS
\$000
Sales revenue M 2.749,934 (140.969) 2,608.965 363.320 363.320
Cost of sales VLXIV. (1,686,776) 67,943 (1,618,833) (169.872) (981) (170 ssa)
Gross profit 1,063,158 (73,026) 990,132 193,448 (981) 102.467
Other revenue 17.VI.XII 502,976 (461,682) 41,294 33.471 (2.473) 30.998
Research and development
expenses
M. (145, 721) 4.763 (140,958) (59.192) (59.192)
Selling and marketing experises vil. (332, 336) 7.470 (324, 866) (42.512) (42.517)
General and administration.
expenses
1 ш.м.ха
хи хи
(174, 583) 58,079 (116, 504) 155.577 4981) (56, 566)
Other expenses Met assets
of discontinued operations
VI. (178, 548) 178,548
Other expenses 4.VOMBI (51, 366) 51,366
Finance costs VIII (41, 640) 2,825 (38, 815) 13871 (387)
Profit before income tax
expense - continuing operations
641,940 (231,657) 430.283 69.246 (4.435) 64,811
Ілсотне тах ехрепье – солтигшло
operations
M. (95, 422) (80, 132) (175, 554) (8,481) (1 029) (9, 516)
Net Profit after tax from continuing
operations
546,518 (311,789) 234.729 60.750 (5.464) 55.205
Net Profit after tax from
discontinued operations
VIII 253,045 253,045
Net profit attributable to members
of CSL Limited
546,518 (58.744) 487.774 60 759 (5, 464) 55.295

(c) Reconciliation of cash flow statement for the year ended 30 June 2005 The adoption of AIFRS has not resulted in any material adjustments to the cash flow statement.

(d) Adoption of AASB 132 Financial Instruments: Presentation and Disclosure and AASB 139 Financial Instruments: Recognition and Measurement

The adoption, effective 1 July 2005, of AASB 132 and AASB 139 has not resulted in any material adjustments to the consolidated balance sheet.

CSL Limited and its controlled entitles Notes to the Financial Statements continued for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(e) Notes to the reconciliations

(i) Goodwill

In accordance with AIFRS, from 1 July 2004 goodwill acquired in a business combination is no longer amortised.
Instead goodwill is subject to an annual impairment test focusing on the cash flows of the related cash generat The incremental effect on the balance sheet is as follows.

Consolidated Entity Parent Frinty
1 luly 2004
\$000
30 June 2005
\$000
3000 1 luly 2004 30 lune 2005
5000
increase intangible assets. 43.052
(increase) deterred tax liabilities. (10, 676)
MET ASSETS 32,376
Decrease foreign currency translation reserve 1,951
(Increase) retained earnings (34, 327)
total eolity
WARRANGANGANGAN
(32, 376)
The incernental effect on the income statement is as follows: Year ended
30 June 2005
\$000
Year ended
30 Any 2005
- 000
(Decrease) other expenses. (45.564)
Incease income tax expense 11,237
MELPROFIE (34, 327)

(ii) Employee Benefits

In accordance with AIFRS, actuarial valuations have been used to measure and recognise the net benefit or obligation
attributable to current and prior periods of the defined benefit superarmuation plans and other retiremen

The incremental effect on the balance sheet is as follows:

Consolidated Entity Parent Emiry.
1 July 2004
\$000
30 June 2005
\$000
SOOT 1 длу 2004 - 30 для 2005.
-5600
increase retirement benefit assets. 1,026 50.
Increase deferred tax assets 8,229 5,066 160. 48.
(Increase) retirement benefit liabilities. (533) (159) (533) 1159)
(Increase) non-current provisions (20, 886) (12,992)
(increase) deterred tax labilities (225) (11)
NET ASSETS ${12,389}$ (8,046) 1373) 00 O
(Increase) foreign currency translation reserve (1,002)
Decrease retained earnings 12,389 9,048 373 174
TOTAL EQUITY 12,389 8.046 313 111
The incremental effect on the income statement is as follows: Year ended
30 June 2005
\$000
Year ended
30 June 2005
30OO
(Decrease) general and administration experies. (29,967) (319)
Increase income tax expense. 10,490 96
NET PROFIL (19.477) (224)

In addition, in accordance with AASB 119 Employee Benefits, Retrement benefit liabilities are presented separately from provisions. and therefore liabilities recognised in the AGAAP balance sheet have been reclassified as follows:

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 line 2006

37 Explanation of transition to AIFRS (continued)

--------------
Consolidated Entity Parent Entity
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
\$000 1 luly 2004 30 lune 2005
\$000
1 для 2004 - 30 для 2005
A TARA DA MARTIN
Decrease non-current provisions. 116.058 95.508
Increase) non-current retirement benefit. Isbilities (116.058). (95.508)
NET ASSETS

(iii) Share-based payments

In accordance with AIFRS, a share based payments expense has been recognised for options, performance rights and share plan
arrangements granted after 7 November 2002 that remain unexercised as at 1 January 2005

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

The incremental effect on the balance sheet is as follows:

Consolidated Entity Farem Entity
1 luly 2004
\$000
30 June 2005
\$000
SOUTH 1 Any 2004 30 Aug 2005
5000
(increase) contributed equity (432) (432)
(Increase) share based payments reserve (941) (2,803) 19411 (2.803)
Decrease retained earnings 941 3.235 -941 3.235
10 AL EQUITY
The incremental effect on the income statement is as follows. Year ended
30 June 2005
\$000
Year ended
30 June 2005
\$000
Increase general and administration expenses 2.294 2.294
nei profil 2.294 2.294

(iv) Government Grants

In accordance with AIFRS, where a government grant relates to the acquisition or construction of an asset, the far value is deferred and released, on a straight line basis, to the income statement over the expected useful life of the relevant asset.

The incremental effect on the balance sheet is as follows:

Consolidated Entity Parent Entity
1 luly 2004
\$000
30 June 2005
\$000
1 kuw 2004
\$000
30 June 2005
\$000
Increase deferred tax assets 350 888 150 888
Increase) current deferred government grants (296) (296) (296) (296)
fincrease) non-current deterred government grants. (204) (2,664) (204) (2.664)
NET ASSETS (350) (2,072) (350) (2.072)
Decrease retained earnings 350 2.072 350 2072
total equity 350 2.072 350 2012
The incremental effect on the income statement is as follows. Year ended
30 June 2005
\$000
Year ended.
30 hmc 2005
\$000
Decrease other revenue 2.460 2,460
(Decrease) income tax expenses (738) (788)
NET PROFIT 1,722 1.122

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(v) Income laxes

In accordance with AIFRS, the 'balance sheet' approach has been adopted in accounting for income taxes. This requires the identification of temporary differences for each asset and liability. These differences take into consideration the numerous tax jurisdictions in which the consolidated entity operates and the differences in the book and tax bases of assets and liabilities as a result of the acquisition of Aventis Behring which under AGAAP were treated as permanent differences. The increase in the net deferred tax asset at the transition date is primarily due to AASB 112 requiring the consolidated entity to recognise a deferred tax asset in respect of the unrealised portion of the discount on acquisition and other adjustments from the Aventis Behring acquisition that remain in the balance sheet at the date of transition. The subsequent movement 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 and liabilities with differences in bases are realised. Such a deferred tax asset is not recognised under AGAAP.

In addition, in accordance with AASB 112 Income Tax, deferred tax assets and deferred tax liabilities of the same taxable entity/group are required to be set off if they relate to income taxes levied by the same taxation authority and the entity/group has a legally enforceable nont to set off current tax assets against current tax liabilities.

the incremental effect on the balance sheet is as follows.

Consolidated Entity Parent Fittity
1 luly 2004
\$000
30 June 2005
\$000
5000 1 July 2004 30 June 2005
1000
Increase/Idecrease) deferred tax assets 184.446 (26.709) 110.1357 111 336)
dncrease)/decrease deferred tax habilities (61.014) 39.224 2822 24.030
(increase) decrease current trade and other payables (21,659)
NET ASSETS 123,432 12.515 (7.313) 18.9851
Decrease foreign currency translation reserve 14.345
drorease/decrease retained earnings (123, 432) (26.860) 7.313. 6,985
total equity. (123.432) (12.515) 7313 8.985

The incremental effect on the income statement is as follows: Year ended Year ended 30 June 2005 30 avu 2005 \$000 3000 1612 Increase income tax expenses (non-cash) 96,572 NET PROFIT 96,572 $1/6/2$

Consolidated Entity Parent Enrity
1 luly 2004
\$000
30 June 2005
\$000
$-5000$ 1 длу 2004 - 30 для 2005
3000
Deferred tax assets
balance sheet approach / set-off (above) 184,446 ${26.709}$ 440 4351 01 3361
employee benefits inote al- 8,229 5.066 160. 48
querment grants (note iv) 150 888 150 888
192,825 ${20.755}$ (9.825) (10, 400)
Deterred tax habilities
balance sheet approach / set off (above) (61,014) 39.224 2822 24.010.
goodwill trote it (10.676)
employee benefits incite in (225) (13)
(61.239) 28.537 2.822 24.010.

KARA MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN MANAMAN

CSL Limited and its controlled emities

Notes to the Financial Statements continued

for the year ended 30 line 2006.

37 Explanation of transition to AIFRS (continued)

(v) Income Taxes (continued)

The total incremental effect on the income statement arising from transition to AIFRS is as follows:

Consolidated Entity Parent Entity
Year ended
30 lune 2005
\$000
Year ended
30 June 2005
-3000
Income tax experise - continuing operations
balance sheet approach (above). 96.572 16/2
goodwill (note ill 11.237
employee benefits (note ii) 10.490 -96
government grants (note w) (738) (738)
discontinued operations inote vil (37, 429)
80.132 - 129

(vi) Profit on sale of business unit

In accordance with AIFRS, on disposal of a business unit, the portion of the balance of the foreign currency translation reserve that
relates to the business unit being disposed must be recognised in the income statement a

The incremental effect on the balance sheet is as follows:

Consolidated Entity Parent Emily
1 luly 2004
\$000
30 June 2005
\$000
\$000 1 km 2004 - 30 km 2005
\$000
(Decrease) intangible assets (760) UUNGU MANAHAN
NET ASSETS (760)
(increase) foreign currency translation reserve (11,200)
Decrease retained earnings 11.960 88
TO AL EQUIDY 760
the incremental effect on the income statement is as follows. Year ended
30 June 2005
\$000
Vear ended
30 June 2005
\$000
(Increase) other expenses (796)
(Decrease) net profit from discontinued operations (11, 164)
NET PROFIT (11,960)

In addition, in accordance with AASB 5 Non-current assets Held for Sale and Discontinued Operations, the results of a disposed business unit and the profit on the sale of that business unit are removed from results from continuing operations and separately
disclosed. The effect of this is as follows:

Year ended
30 Ame 2005
\$000
Year ended
30 ame 2005
\$000
Decrease sales revenue 140,969
(Decrease) cost of sales (94,091)
Decrease other revenue 458.530
(Decrease) research and development expenses (4,763)
(Decrease) selling and marketing expenses (7.470) ж
(Decrease) general and administration expenses (9,348)
(Decrease) other expenses - net assets of discontinued operations (178,548)
(Decrease) other expenses (796)
(Decrease) finance costs (2,825)
(Decrease) income tax expense - continuing operations (37, 429)
fincrease) net profit after tax from discontinued operations. (264, 209)
NET PROFIT

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(vii) Foreign currency translation reserve: curridative translation differences

In accordance with an exemption provided by AASB 1, the consolidated entity has deemed that the cumulative translation differences for all foreign subsidiaries at the date of transition to AIFRS be reset to \$Nil. Accordingly the opening balance and subsequent foreign currency reserve transfers have been adjusted.

The effect on the balance sheet is as follows: www.www.www.www.

Consolidated Emiry. Parent Enuty
\$000 July 2004 30 June 2005
\$000
ПАЛИ 2004 30 две 2005
SOUT
Decrease foreinn currency translation reserve 54.536 96.787
tincrease) retained earnings. (54.536) 496.787)
kojal eoliin.

There is no effect on the income statement.

(viii) Land and Buildings

In accordance with an exemption provided by AASB 1, the consolidated entity has elected to use a previous AGAAP revaluation of land and buildings as deemed cost. Accordingly, the balance of the asset revaluation reserve has been transferred to retained earnings

The effect on the balance sheet is as follows:

Consolidated Entity Parent Emm
July 2004
\$000
30 June 2005
\$000
1 July 2004 30 Aug 2005
SOOO.
Decrease asset revaluation reserve 22.837 22.837 22.824
-22 824.
Increase/retained earnings/ (22,837) ${22,837}$ 122724
22.824
ofa foliim

There is no effect on the income statement.

(ix) AIFRS presentational adjustment - Prepayments and other receivables

In accordance with AASB 101 Presentation of Financial Statements Prepayments and Long term deposits have been reclassified from Other assets and Other financial assets to Trade and other receivables as follows:

Consulated Entry Parent Entity
1 July 2004.
\$000
30 June 2005
\$000
5000 1 lub 2004 30 kmc 2005
1000
increase current trade and other receivables. 31.860 22.244 3.894 2419
(Decrease) other assets) (31,860) ${22.244}$ (3.894) 12.4191
ulcrease non-current trans and other receivables. 3.012
(Decrease) other financial assets (3,012)
NET ASSETS.

(x) AIFRS presentational adjustment - Surplus lease space provisions

In accordance with AASB 101 Presentation of Financial Statements Surplus lease space provisions have been reclassified from Interest bearing liabilities to Provisions as follows....

Conscitutional Entity Parent Entity
- July 2004
\$000
30 June 2005
\$000
1 July 2004 30 Julie 2005
- 3100
3000
Decrease current interest bearing liabilities 5.353 6.720
(increase) current provisions (5,353) (6.720)
Decrease non-current interest bearing liabilities 9.149 3.844
(Increase) hon-current provisions (9,149) (3.844)
NET ASSETS

CSL Limited and its controlled entities

Notes to the Financial Statements continued

for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(xi) AIFRS presentational adjustment - Borrowing costs

In accordance with AASB 101 Presentation of Financial Statements Deferred borrowing costs are included within the carrying value of interest bearing liabilities and therefore the following adjustment has been made.

Aonsolidated Entity Parent Ernity
\$000 1 iulv 2004 - 30 iune 2005 -
\$000
1 дам 2004 30 липе 2005
-3000
-3000
flecrease non-current other assets (4.610). ${3,352}$
Decrease non-current interest bearing liabilities and borrowings 4.610 3.352
ne assets

(xii) AIFRS presentational adjustment - Other Revenue

In accordance with AASB 101 Presentation of Financial Statements Items previously shown gross in Other Revenue are off-set with their associated costs and shown in either other income or expenses. The effect of this is as follows:

Year ended
30 Ame 2005
\$000
year ended
20 June 2005
Decrease other revenue
(Decrease) general and administration expenses

(xiii) AIFRS presentational adjustment - Other Expenses

In accordance with AASB 101 Presentation of Financial Statements, the category of other expenses has been eliminated and items have been reclassified to general and administration expenses as follows:

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Year ended
Year ended
30 ляте 2006
30 June 2005
\$000
Increase general and administration expenses 5.802
(Decrease) other expenses

(xiv) AIFRS presentational adjustment - Inventory write-downs

In accordance with AASB 101 Presentation of Financial Statements, inventory write-downs (to net realisable value) have been reclassified from general and administration expenses to cost of sales. The effect of this is as follows:

Year ended
30 June 2005
\$000
Vear ended
30 June 2005
Increase cost of sales 26.148
Decrease) general and administration expenses (26,148)

CSL Limited and its controlled entities Notes to the Financial Statements continued for the year ended 30 June 2006.

37 Explanation of transition to AIFRS (continued)

(xv) Reserves

The Committee of the Committee

The total incremental effect on Reserves of the above noted adjustments is as follows.

Consolidated Entity Parent Emily
1 July 2004
\$000
30 June 2005
\$000
SHOU - 1 100 1004 - 10 10 10 10 10 10 10 10 10
-5000
Reserves
goodval (note iji 1.953
employee benefits (note in (1.002)
share-based payments (note iii) (941) (2,803) (94.1) 42.8031
income taxes (note w) 14.345
profit on sale of business unit (note vi) ${11,200}$
foreign currency translation reserve cumulative translation
differences inote vill
54,536 96.787
land and buildings (note viii) 22,837 22.837 22824 -22 824
76.432 120.915 21.683 20.021

(xvi) Retained earnings

The total incremental effect on Retained earnings of the above noted adjustments is as follows:

Consolidated Emiry Parent Eurity
1 luly 2004
\$000
30 June 2005
\$000
1 1uly 2004 -
- 600
30 kmc 2005
3000
Retained earnings
- doowll (rote 1) ${34,327}$
employee benefits (note ii). 32.389 9.048 313 411
share-based payments (note 11) 941 3.235 041 3.235.
government grants (note W) 350 2.072 350. 2.012
theome taxes (note v) (123, 432) (26.860) 7313 8985
profit on sale of business unit (note vi) 11.960
foreign currency translation reserve curriculative translation.
differences inote will
(54,536) ${96.787}$
land and buildings (note viii) (22, 837) ${22,837}$ 4228241 (22.824)
(187.125) (154.496) (13.847) 18.4211

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

ana amin'ny fisika

33333333333333333333333333333333333333

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

summummum

CSL Limited and its controlled entities Directors' Declaration

(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

  • (i) giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2006 and of their performance for the year ended on that date: and
  • (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 2006.
  • (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.

Peter + Made Chairman minimum minimum

Melbourne 23 August 2006

Brian A McNamee Managing Director

EII FRNST & YOUNG

F Ernst & Young Building 8 Exhibition Street Melbourne VIC 3000 Australia

GPO Box 67 Melbourne VIC 3001

# Tel 61 3 9288 8000 Fax 61 3 8650 7777

Independent Audit Report

to Members of CSL Limited

Scope

The financial report, remuneration disclosures and directors' responsibility

The financial report comprises the income statement, balance sheet, statement of recognised income and expense, cash flow statement, 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 2006. The consolidated entity comprises both the company and the entities it controlled during that year.

The company has disclosed information as required by paragraphs Aus 25.4 to Aus 25.7.2 of Accounting Standard 124 Related Party Disclosures ("remuneration disclosures"), under the heading "Remuneration Report" on pages 42 to 57 of the directors' report, as permitted by Corporations Requiation 2M.6.04.

The directors of the company are responsible for preparing a financial report 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 2007. 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. The directors are also responsible for the remuneration disclosures contained in the directors' report-

Audit approach

We conducted an independent audit of the financial report in order to express an opinion 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 is free of material misstatement and the remuneration disclosures comply with Accounting Standard AASB 124 Related Party Disclosures: 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 quarantee that all material misstatements have been detected

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2007, 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 and whether the remuneration disclosures comply with Accounting Standard AASB 124 Related Party Disclosures

We formed our audit opinion on the basis of these procedures, which included.

  • examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report and the remuneration disclosures; and
  • assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates 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 remuneration 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 Professional Standards Legislation.

Independence

We are independent of the company and the consolidated entity 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.

Audit opinion

Іп сил оринов.

1 the financial report of CSL Limited is in accordance with the top of

(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 2006 and of their performance for the year ended on that date: and
  • (ii) complying with Accounting Standards in Australia and the Corporations Regulations 2007, and

(b) other mandatory financial reporting requirements in Australia.

2 the remuneration disclosures that are contained on pages 42 to 57 of the directors' report comply with Accounting Standard AASB 124 Related Party Disclosures AASB 124 Related Party

Ennt 9 yours

Ernst & Young

Wignen

wan Wingreen management Partner Methourne

23 August 2006

Registered Head Office

Maria Gregoria

CSL Limited 45 Poplar Road Parkville Victoria 3052 Australia

Telephone: +61 3 9389 1911 Facsimile: +61 3 9387 8454 www.csl.com.au

Dear Shareholder

I have much pleasure in inviting you to our 16th 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, 18 October, 2006, 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.

The Managing Director and Elizabeth Alexander, as your new Chairman, will be reviewing the operations of the Group over the past 12 months, concentrating on the performance of CSL Behring during the year and the initiatives the Company is taking in respect to expanding its investments in its influenza vaccine.

Shareholders will 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 2006 Annual Report and which outlines the Board's policies for determining the remuneration of Directors and Executives and the relationship between those policies and CSL's performance.

At the 2003 Annual General Meeting, shareholders approved the grant of performance rights to the Company's two executive directors over a three year period. That period is due to expire and as a result shareholders will also be asked to approve a further maximum number of performance rights over the next three year period.

As announced at the last Annual General Meeting, I will retire as at 30 September, 2006, and Elizabeth Alexander will succeed me as Chairman of your Company. May I express my appreciation for the support and encouragement that I have received from shareholders, the Board and management during my time as Chairman.

Your participation at the meeting will be both welcome and appreciated by your Directors who look forward to presenting an informative program.

Yours sincerely

a fode.

Peter Wade CHAIRMAN

15 September 2006

CSL Limited ABN 99 051 588 348

CSE

Nongs Africa Sea Sala Mean 19

NOTICE IS GIVEN that the Sixteenth 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 18 October 2006 at 10.00 am (EST).

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 2006, and to note the final dividend in respect of the year ended 30 June 2006 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 Professor John Shine, a Director appointed in accordance with Rule 87 of the Constitution, being eligible, is 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 David Simpson, a Director appointed in accordance with Rule 87 of the Constitution, being eligible, is elected as a Director of the Company.".

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

'That Miss Elizabeth A Alexander, 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.'.

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

'That Mr Antoni M Cipa, 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 election and re-election, together with information about voting by any significant foreign shareholder in the Company, is included in the Explanatory Notes.

SPECIAL BUSINESS

3. 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 2006 be adopted.".

For information on the Remuneration Report, see the Explanatory Notes.

4 Renewal of Partial Takeover Provision

To consider and, if thought fit, to pass the following resolution as a special resolution:

'That the Company approves the renewal for a three year period of Rule 147 of the Constitution of the Company.'

A description of Rule 147, and further information relating to this resolution, is included in the Explanatory Notes.

  1. Approval of Issue of Performance Rights to Executive Directors

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

'That the Company hereby approves, for the purposes of ASX Listing Rule 10.14 and for all other purposes:

  • a) the issue of up to a maximum of 500,000 performance rights from time to time under, and in accordance with, the Company's Performance Rights Plan to any of the executive directors of the Company as at the date this resolution is passed, during the period of three years from the date this resolution is passed: and
  • b) any issue of shares to those executive directors upon the exercise of any such performance rights.".

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by:

a director of the Company; and

• an associate of a director of the Company.

However, the Company need not disregard a vote if:

  • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
  • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides (and the acknowledgment box on the proxy form in relation to this resolution is marked).

For information on the proposed issue of Performance Rights to the Executive Directors, see the Explanatory Notes.

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;
  • a proxy need not be a shareholder of the Company;
  • a shareholder who is entitled to cast two or more votes may appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise: and
  • 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 16 October 2006.

BY THE ORDER OF THE BOARD

Bueney,

Peter R Turvey - Company Secretary 15 September 2006

EXPLANATORY NOTES

RESOLUTION 2 - ELECTION OF DIRECTORS

Candidates for Election to the Office of Director

John Shine, AO, FAA (Age 60) Pharmaceutical Industry, Medicine (resident in NSW)

Professor Shine was appointed to the CSL Board in June 2006. He is the Executive Director of the Garvan Institute of Medical Research and a Board Member of the Garvan Research Foundation. He is Professor of Molecular Biology and Professor of Medicine at the University of New South Wales, and a Director of many scientific research and medical bodies throughout Australia. Professor Shine was also Chairman of the National Health and Medical Research Council (NHMRC) and a member of the Prime Minister's Science, Engineering and Innovation Council (PMSEIC) up to 30 June 2006.

David J Simpson, (Age 66) Finance and Management (resident in Victoria)

Mr Simpson was appointed to the CSL Board in September 2006. He is a Fellow of the CPA Australia. Mr Simpson is the non executive Chairman of Aristocrat Leisure Limited and a Director of Lighthouse Foundation. For many years Mr Simpson was Finance Director of Tabcorp Holdings Limited and before that Executive General Manager Finance of Southcorp Holdings Ltd. Mr Simpson has taken over responsibility of Chairman of the Audit and Risk Management Committee from Elizabeth Alexander.

Candidates for Re-election to the Office of Director

Elizabeth A Alexander.

AM, BCorn, FCPA, FCA, FAICD (Age 63) Finance and Risk Management (resident in Victoria)

Miss Alexander was appointed to the CSL Board in July 1991. She is a Director of Boral Limited and D.B. RREEF. She is a Member of the Takeovers Panel, Deputy Chairman 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), Deputy Chairman of the Winston Churchill Fellowship Trust and Chairman of the Finance Committee of Melbourne University. Miss Alexander was Chairman of the Audit and Risk Management Committee and will become Chairman of the Board.

Antoni M Cipa,

B.Bus (Acc), Grad.Dip (Acc), CPA, ACIS (Age 51) Finance (resident in Victoria)

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.

Retiring Directors

Peter H Wade, a director on the CSL Board since 1994 and Chairman from 1999 to 2006, will resign as a director of the Company with effect from 30 September 2006.

Arthur C Webster, a director on the CSL Board since 1998. will be retiring from the Board by rotation at the conclusion of this year's meeting, and will not be seeking re-election.

Pursuant to Rule 78 of the Company's Constitution the Board has determined that, as a result of the retirements of Mr Wade and Mr Webster, and the appointments of Professor Shine and Mr Simpson, the number of Board members will remain at 9.

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 O 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 O 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 members of the Barclays Global Investors Australia Limited are part of a significant foreign

shareholding, because Barclays Global Investors Australia Limited, which is owned by Bardays Group (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 members of the Barclays Global Investors Australia Limited exceed 40% of the total Based on the last substantial shareholding notice lodged with the Australian Stock Exchange, Barclays Global Investors Australia Limited had relevant interests in 5.19% of the ordinary shares in the Company at 28 February 2006.

Accordingly, Barclays Global Investors Australia Limited, its controlled entities and its nominees (to the extent they own or hold shares in which the Barclays Group 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 2006 Annual General Meeting.

In accordance with the Constitution, the Board of Directors has determined that as at the date of the Annual General Meeting Elizabeth Alexander, Ian Renard and John Shine be classified as O class directors, with the rest of the Directors being classified as A class directors.

At the 2006 Annual General Meeting, 1 A class director (being Mr Antoni M Cipa) and 1 O class director (being Miss Elizabeth A Alexander) will retire by rotation and have made themselves available for re-election. In addition, 1 A class director (being Mr David Simpson) and 1 O class director (being Professor John Shine) will be up for election.

RESOLUTION 3 - ADOPTION OF THE REMUNERATION REPORT

Under the Corporations Act 2001 (Cth), the Company is 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 2006 contains such a Remuneration Report. A copy of the report is set out on pages 42 to 57 of the 2006 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):

  • 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

Certain 'prescribed details' of the directors and the topfive 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 - RENEWAL OF PARTIAL TAKEOVER PROVISION

The Company's Constitution includes a rule (Rule 147) dealing with proportional takeover bids, which provides that the Company can prohibit the registration of a transfer of shares resulting from a proportional takeover bid unless shareholders in a general meeting approve the bid.

A proportional takeover bid would involve a bidder conducting an off-market takeover bid for a specified proportion of the shares in the Company held by each shareholder

It is a requirement of the Corporations Act that proportional takeover bid approval rules apply for a maximum period of three years unless renewed. As the Company's proportional takeover bid approval rule (Rule 147) was last renewed at the 2003 Annual General Meeting on 16 October 2003, it is due to expire on 16 October 2006. To continue the operation of Rule 147, it is necessary for Rule 147 to be renewed at the 2006 Annual General Meeting.

The Board considers that it is in the interests of shareholders for the Company to have a proportional takeover bid approval rule, and therefore recommends that shareholders vote to adopt the renewed rule.

Effect of Proportional Takeover Approval Rule

The Corporations Act requires that, if a proportional takeover bid is made and the Company's Constitution includes a provision like Rule 147, the Directors must convene and hold a meeting of shareholders to vote on a resolution to approve the bid. The meeting must be held, and the resolution voted on, before the approving resolution deadline, which is defined in the Corporations Act as the 14th day before the last day of the bid period.

Rule 147 provides that for a resolution to be approved it must be passed by a majority of votes at the meeting, excluding votes by the bidder and its associates.

If no resolution to approve the bid has been voted on inaccordance with Rule 147 as at the end of the 14th day before the end of the bid period, a resolution approving the bid will be deemed by the Corporations Act to have been passed, thereby allowing the bid to proceed.

If a resolution to approve the bid is rejected, binding acceptances are required to be rescinded, and all unaccepted offers and offers failing to result in binding contracts are taken to be withdrawn.

If the resolution is approved, the relevant transfers of shares will be registered, provided they comply with the other provisions of the Company's Constitution and the Corporations Act.

Rule 147 does not apply to full takeover offers. Rule 147 will expire 3 years after its last renewal unless renewed by a further special resolution of shareholders.

Reasons for Proposing the Resolution

The Board considers that shareholders should continue to have the opportunity to vote on a proposed proportional takeover bid. A proportional takeover bid for the Company may enable control of the Company to be acquired by a party holding less than a majority interest and without shareholders having the opportunity to dispose of all their shares. This could mean that shareholders could be at risk of being left as part of a minority interest in the Company. This could place shareholders under pressure to accept the bid. If Rule 147 is renewed, it will minimise the risk to shareholders by enabling shareholders to decide whether a proportional takeover bid should be permitted to proceed.

Present Acquisition Proposals

At the date of this notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Review of Proportional Takeover Approval Provisions

The Corporations Act requires these explanatory notes to discuss retrospectively the advantages and disadvantages, for directors and members, of the proportional takeover provision proposed to be renewed.

While the proportional takeover approval provisions have been in effect, there have been no takeover bids for the Company, either proportional or otherwise. Consequently there are no actual examples against which to review the advantages or disadvantages of the existing proportional takeover provisions (contained in Rule 147) for the directors and members of the Company. The directors are not aware of any potential takeover bid which was discouraged by Rule 147.

Potential Advantage and Disadvantages

In addition to a retrospective discussion of the provisions proposed to be renewed, the Corporations Act also requires these explanatory notes to discuss the potential future advantages and disadvantages of the proposed rule for both directors and members.

The directors consider that there are no such advantages or disadvantages for them as they remain free to make a recommendation on whether a proportional takeover bid should be accepted.

The proposed rule will ensure that all members will have an opportunity to study a proportional takeover bid and then attend or be represented by proxy at a meeting called

specifically to vote on the proposal. A majority of shares voted at the meeting, excluding the shares of the bidder and its associates, is required for the resolution to be passed, following which shareholders will be able to decide whether to accept proportional takeover bids which may result in a change of control in the Company.

This will enable shareholders to prevent a proportional takeover bid proceeding if they believe that control of the Company should not be permitted to pass under the bid. and accordingly the terms of any future proportional takeover bid are likely to be structured to be attractive to the holders of a majority of the remaining shares.

It may be argued that the rule reduces the possibility of a successful proportional takeover bid and that as a result, proportional takeover bids for the Company will be discouraged. This in turn may reduce opportunities that shareholders may have to sell some of their shares at an attractive price to persons seeking control of the Company, and may reduce any 'takeover speculation' element in the Company's share price on the Australian Stock Exchange. It may also be said that the provisions constitute an additional restriction on the abilities of individual shareholders to deal freely with their shares.

Recommendation

The Directors consider that the renewal of Rule 147 is in the interests of shareholders as it allows shareholders (excluding the bidder and its associates) to have a continuing right to vote on any proportional takeover and to determine whether a proportional takeover bid should proceed. The Directors recommend that shareholders vote in favour of the renewal of Rule 147.

RESOLUTION 5 - APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO EXECUTIVE DIRECTORS

Resolution 5 seeks approval, for the purposes of ASX Listing Rule 10.14, for the issue of up to a maximum of 500,000 Performance Rights under the Company's Performance Rights Plan (the Plan) from time to time to any of the Executive Directors of the Company, as at the date the resolution is passed, during the period of three years from the date the resolution is passed (ie, until 18 October 2009). Any such issue of Performance Rights to any Executive Director is subject to that Executive Director having performed to a required performance level. Shares may subsequently be issued to the Executive Directors upon the exercise of such Performance Rights without the need for further shareholder approval.

The Plan was approved by shareholders at the 2003 Annual General Meeting and a summary of the Plan can be found in the Remuneration Report on pages 45 and 46 of the Company's 2006 Annual Report.

The current Executive Directors of the Company are:

  • Dr Brian McNamee (Managing Director); and
  • Mr Tony Cipa (Finance Director).

Initially. Dr McNamee and Mr Cipa will be the only Executive Directors who will be entitled to participate in the Plan. No other Executive Directors in future will be able to participate in the Plan without future shareholder approval being obtained under ASX Listing Rule 10.14.

The participation of the Executive Directors in the Plan is a result of the Company's current remuneration strategy that all senior and strategic employees (including the Executive Directors) largely receive their long term incentives in the form of Performance Rights. Those Performance Rights will be a combination of Performance Rights with no exercise price (Rights) and with an exercise price based on the market price for the Company's shares at or about the time the offer is made (Options).

It is currently proposed that Dr McNamee and Mr Cipa will continue to participate in the Plan annually on the following basis:

  • · each year, the Board will determine a "Target Value" of Performance Rights to be offered to each Executive Director. The Target Value is initially expected to approximate 30% of the total remuneration of the Executive Director given that they are highly valued executives. The Target Value will then be indexed each vear
  • Rights with a value of 40% of the applicable Target Value, and Options with a value of 60% of the applicable Target Value, will be offered to each Executive Director;
  • for this purpose, the value of the Rights and Options to be offered will be the value as at the time of offer, based on standard option valuation methodology (such as the Black-Scholes model), taking into account such factors as the prevailing share price, historical price volatility, the performance hurdles and the vesting periods.
  • Under certain circumstances, the Board may seek to make an allocation of so called Cliff Options or Rights to its Executive Directors. Such Cliff Options or Rights will have a single vesting date which would be longer than that provided for ordinary rights or options. Such vesting date may coincide with the expiry of an Executive Director's contract and would provide a means of ensuring ongoing tenure to a prescribed date. It is proposed that any use of such Cliff Options or Rights would be within the 500,000 aggregate rights for which approval is sought.

The maximum number of Performance Rights that may be acquired by those Executive Directors over the 3 year approval period is 500,000 in aggregate. The actual number of Performance Rights issued will, as mentioned above, depend on changes to the applicable Target Value, the

Company's share price, the valuation of Performance Rights, the remuneration and performance of the Executive Director, over the period.

The Performance Rights that are issued to an Executive Director will:

  • be issued for no consideration payable by the Executive Director; and
  • represent the right to subscribe for or acquire one Share for either nil consideration (in the case of Rights) or an exercise price based on the market price of the Company's shares at or about the time of the offer (in the case of Options).

Pursuant to shareholder approval in October 2003, the following Performance Rights have been granted to the Executive Directors since the introduction of the Plan in October 2003 (in each case the acquisition price and exercise price of the Performance Right was nil):

Dr Brian McNamee 147.500
Mr Tony Cipa 70.000

It is also expected that, as part of the annual performance review process, further Performance Rights will be granted to Dr McNamee and Mr Cipa prior to the date of the 2006 Annual General Meeting. These Performance Rights will be issued within the 3 year limit of 350,000 approved by shareholders at the 2003 Annual General Meeting.

No loans were provided (in relation to previous issues) or will be provided by the Company in relation to the grant of Performance Rights to, or exercise of Performance Rights by, Executive Directors under the Plan.

Details of any Performance Rights issued to an Executive Director under the Plan will be published in each annual report issued by the Company relating to a period in which the Performance Rights were issued. The annual report will also contain a statement that shareholder approval for the issue of the Performance Rights was obtained under ASX Listing Rule 10.14.

Recommendation

The Non-Executive Directors recommend that shareholders vote in favour of the resolution to approve the issue of Performance Rights to the Executive Directors on the basis outlined above.

C31 Linked ABN 99 05 1588 248 Latin Richard Tarkville Victoria (152 AVENITA Phoney 461 3 9389 1911 Fax: +61 3 9889 1484

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as aceador de la componentación

CSL Limited

ABN 99 051 588 348

Proxy Form

All correspondence to:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Enquiries (within Australia) 1800 646 882 (outside Australia) 61 3 9415 4000 61 3 9473 2555 Facsimile www.computershare.com

Appointment of Proxy

I/We being a member/s of CSL Limited and entitled to attend and vote hereby appoint

the Chairman
of the Meeting
ΩR
(mark with an 'X')
------------------------------------------------------------ --

Mark this box with an 'X' if you have made any changes

to your name or address details (see reverse of this form)

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

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, 18 October 2006 at 10:00am and at any adjournment of that meeting.

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IMPORTANT: FOR ITEM 5 BELOW

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on item 5 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of that item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 5 and your votes will not be

COUNTED IN CONDUCTIVE RECORDED MICHAELD IN A DOMESTIC ON THIS RENT. THE CHAMBIAN OF THE MACHINE RECORD DIVIDENCE OF DOVES IN ROUGH OF RENT O.
Voting directions to your proxy – please mark $\vert \bm{\mathsf{X}} \vert$ to indicate your directions For Against Abstain*
Item 2a To elect Professor John Shine as a Director
Item 2b To elect Mr David Simpson as a Director
Item 2c To re-elect Miss Elizabeth A Alexander as a Director
Item 2d To re-elect Mr Antoni M Cipa as a Director
Item 3 To adopt the Remuneration Report for the year ended 30 June 2006
ltem 4 Renewal of nartial Takenwer Provision

Approval of Issue of Performance Rights to Executive Directors Item 5

* 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

We wish to appoint a second proxy.

Mark with an 'X' if
AND
vou wish to appoint
$\%$ 0F State the percentage of your voting rights
or the number of securities for this Proxy
a second proxy. Farm.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overteal to enable your directions to be implemented.

Individual or Securityholder 1

Securityholder 2

idividual/Sole Director and Sole Company Director Director

Director/Company Secretary

Contact Name

k

Contact Daytime Telephone

Date

Securityholder 3

HOW TO COMPLETE THE PROXY FORM

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.

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.

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

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:

  • indicate that you wish to appoint a second proxy by marking the box. $(a)$
  • (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.

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 Holdina: where the holding is in more than one name, all of the securityholders 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 16 October 2006. 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