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CSL Ltd. Capital/Financing Update 2006

Apr 5, 2006

17854_rns_2006-04-05_6e6bb5de-59be-4ab3-8843-bd01ca5cc7c1.pdf

Capital/Financing Update

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 177/96. Origin: Appendix 5. Amended 177/98, 179799, 177/2000, 30/9/2001, 1173/2002, 171/2003.

Name of entity

CSL Limited

ABN 99 051 588 348

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\pm$ Class of $\pm$ securities issued or to be
issued
Performance Rights under the CSL Limited
Performance Rights Plan (the Plan )
2 Number of + securities issued or to
be issued (if known) or maximum
number which may be issued
39.050
$\mathcal{L}$ Principal terms of the securities
(eg, if options, exercise price and
expiry date; if partly
paid
securities, the amount outstanding
and due dates for payment; if
convertible
securities.
the
conversion price and dates
for
Subject to satisfaction of certain performance
hurdles and the other rules of the Plan, each
Performance Right carries the right to subscribe
for or acquire one ordinary share in CSL
Limited for no consideration. Subject to the
Plan rules, Performance Rights expire 7 years
$\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$

after the date of grant.

  • See chapter 19 for defined terms.

conversion)

Do the *securities rank equally in all
respects from the date of allotment
Performance Rights are not quoted
No.
with an existing "class of quoted
*securities?
securities, and do not confer the right to
participate in dividends or new issues of shares.
If the additional securities do not
rank equally, please state:
the date from which they do
which
the
extent to
they
participate for the next dividend,
οf
(in
the
case
trust,
a.
distribution) or interest payment
the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
If and when a Performance Right is exercised,
the resulting fully paid ordinary share will rank
equally with all other issued ordinary shares.
Issue price or consideration Nil.
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
The Performance Rights were issued to senior
and strategic employees as long term incentives
for those employees. The Plan, and the issues
to those employees, were approved by
shareholders at the Company's 2003 Annual
General Meeting.
uncertificated holdings or despatch
of certificates
6 April 2006.
Number
and
†class
οf
all
quoted
*securities
$-$ on
ASX.
(including the securities in clause
2 if applicable)
Number
+ Class
181,865,019
Ordinary shares
Dates of entering + securities into

$+$ See chapter 19 for defined terms.

Number + Class
9 Number and + class of all
*securities not quoted on ASX
(including the securities in clause
2 if applicable)
1,337,710 Options to subscribe
for ordinary shares
issued under CSL's
employee share
ownership plans
(SESOP I and II).
920,450 Performance Rights
granted under the CSL
Limited Performance
Rights Plan.
10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Not applicable.

Part 2 - Bonus issue or pro rata issue

11 holder
security
approval
Is
required?
Not applicable.
12 Is the issue renounceable or non-
renounceable?
Not applicable.
13 Ratio in which the "securities will Not applicable.
be offered
14 Class of securities to which the Not applicable.
offer relates
15 determine
*Record
date
to.
entitlements
Not applicable.
16. Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
Not applicable.
17 Policy for deciding entitlements in
relation to fractions
Not applicable.

+ See chapter 19 for defined terms.

18 Names of countries in which the
entity has *security holders who
will
not
Ъe
sent
new
issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
Not applicable.
19. οf
Closing
date
for
receipt
acceptances or renunciations
Not applicable.
20 Names of any underwriters Not applicable.
21 Amount of any underwriting fee or
commission
Not applicable.
22 Names of any brokers to the issue Not applicable.
23. Fee or commission payable to the $\vert$
broker to the issue
Not applicable.
24 Amount of any handling
fee
payable to brokers who lodge
acceptances or renunciations
on
behalf of + security holders
Not applicable.
25. If the issue is contingent
on
"security holders"
approval,
the
date of the meeting
Not applicable.
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
Not applicable.
27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
Not applicable.
28 Date rights trading will begin (if Not applicable.
applicable)
29. Date rights trading will end (if Not applicable.
applicable)
30 How do *security holders sell their $\vert$
entitlements
in full
through
a
Not applicable.

$+$ See chapter 19 for defined terms.

broker?
31 How do *security holders sell part
of their entitlements through a
broker and accept for the balance?
Not applicable.
32 How do *security holders dispose
of their entitlements (except by sale
through a broker)?
Not applicable.
33 *Despatch date Not applicable.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities (tick one)
  • Securities described in Part 1 $(a)$
(b) All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the *securities are *equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders

36 If the securities are equity securities, a distribution schedule of the additional
*securities setting out the number of holders in the categories
1 - 1.000
$1.001 - 5.000$
$5,001 - 10,000$
$10,001 - 100,000$
$100,001$ and over

A copy of any trust deed for the additional *securities

37

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38 Number of securities for which Not applicable.
*quotation is sought
39. for which
Class of "securities
quotation is sought
Not applicable.
40. Do the securities rank equally in all
respects from the date of allotment
with an existing
class of quoted
*securities?
Not applicable.
If the additional securities do not
rank equally, please state:
the date from which they do
۰
extent to
which
the the
they
۰
participate for the next dividend,
(in
the
case
οÊ
a
trust.
distribution) or interest payment
the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41 Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period
Not applicable.
issued
upon
conversion
(if =
οf
another security, clearly identify that
other security)
42. Number and class of all securities
quoted on ASX (including the
securities in clause 38)
Number
Not applicable.
+ Class
Not applicable.

$+$ See chapter 19 for defined terms.

Ouotation agreement

  • *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the *securities on any conditions it decides.
  • $\overline{2}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those *securities should not be granted *quotation.
  • An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
  • If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.
  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  • We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before *quotation of the "securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here:
Company Secretary

Print name:


Peter Turvey

+ See chapter 19 for defined terms.