CSL Ltd. — Share Issue/Capital Change 2002

Nov 14, 2002

AUSTRALIAN STOCK EXCHANGE CSL000112

Our ref.: 02/1081

15 November 2002

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

Dear Mr Gerraty

NEW ISSUE OF OPTIONS AND ORDINARY SHARES TO EMPLOYEES

We advise that 117,878 shares were issued today to senior executives cligible to exercise options issued to them under SESOP II on 17 March 1998, 14 July 1998 and 13 July 1999. SESOP II was approved by shareholders at General Meeting on 20 November 1997.

Yours sincerely

COMPANY SECRETARY

Enc

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

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).

	+ Class of + securities issued or to be issued	Options to subscribe for ordinary shares in the Company.
	Number of + securities issued or to be issued (if known) or maximum number which may be issued	See attachment.
3	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 conversion)	The shares will rank equally in all respects with all other issued ordinary shares.

⁺ See chapter 19 for defined terms.

Do the ⁺securities rank equally in all Yes. 4 respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• · the extent to which they participate for the next dividend, (in the case of 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
• 5 Issue price or consideration

See attached.

Purpose of the issue 6 (If issued as consideration for the acquisition of assets, clearly identify those assets)

Issued to employees under the Senior Executive Share Ownership Plan II upon exercise of options granted. The Plans were adopted at a Shareholders' General Meeting on 20 November 1997.

$\overline{7}$ Dates of entering $+$ securities into $\begin{bmatrix} \end{bmatrix}$ uncertificated holdings or despatch of certificates

15 November 2002.

		Number	+ Class
8	Number and + class of all	159,092,055	Ordinary.
	quoted on + securities ASX (including the securities in clause 2
	if applicable)

^- See chapter 19 for defined terms.

	Number	+Class
Number and + class of all 5,430,565 *securities not quoted on ASX (including the securities in clause 2 if applicable)		SESOP II options.

The present dividend policy will be maintained $10$ Dividend policy (in the case of a trust, distribution policy) on the on the enlarged issued capital created by this increased capital (interests) issue.

Part 2 - Bonus issue or pro rata issue

11	approval holder security 1s required?	N/A
12	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the + securities will be offered	N/A
14	+ Class of + securities to which the offer relates	N/A
15	determine + Record date to entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has *security holders who will not be sent new issue documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with.
	Crass reference: rule 7.7.
19	reccipt of date for Closing acceptances or renunciations	N/A

⁺ See chapter 19 for defined terms.

$\frac{1}{2}$

Appendix 3B
New issue announcement

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23.	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25	If the issue is contingent ņп *security holders' approval, the date of the meeting	N/A
2 0	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
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	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do 'security holders sell their entitlements in full through a broker?	N/A
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	N/A

⁺ See chapter 19 for defined terms.

32	How do $*$ security holders dispose of $\mid N/A \rangle$ their entitlements (except by sale through a broker)?
-33	+ Despatch date	N/A

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)
$\left( a\right)$		Securities described in Part 1
(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

(If the additional securities do not form a new class, go to 43)

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
• If the ⁺securities are ⁺equity securities, a distribution schedule of the additional 36 *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

37

A copy of any trust deed for the additional +securities

(now go to $43$ )

⁺ See chapter 19 for defined terms.

Appendix 3B

New issue announcement

Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• 39 Class of *securities for which quotation is sought
• Do the ⁺securities rank equally in all 40 respects from the date of allotment with an existing +class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• · the extent to which they participate for the next dividend, (in the case of 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

(if issued upon conversion of another security, clearly identify that other security)

Number and ⁺class of all ⁺securities 42 quoted on ASX (including the securities in clause 38)

- Class __

(now go to 43)

⁺ See chapter 19 for defined terms.

All entities

Fees

43 Payment method (tick one)

Cheque attached

Electronic payment made

Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation 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.

⁺ See chapter 19 for defined terms.

• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ 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.

7.... Date: .../.2 Company secretary

Sign here:

Peter Turvey

Print name:

$\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1}{2\pi}\frac{1$

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

⁺ See chapter 19 for defined terms.

$\sim 10^{-1}$

$\mathcal{L}^{\pm}$

$\mathcal{L}_{\mathcal{A}}$

Attachment

Date and Grant of Option	No. of Shares	Issue Price	Amount to be raised by the Issue
SESOP II 17 March 1998	16,000	\$11.45	\$183,200.00
14 July 1998	34,618	\$10.82	\$374,566.76
1999 13 July	67,260	\$13.23	\$889,849.80
Total	117.878		\$1,447,616.56

$\sim 10^{11}$

$\mathcal{L}^{\text{max}}_{\text{max}}$