CSL Ltd. — Share Issue/Capital Change 2003

Dec 16, 2003

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 171/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

$\overline{\text{CSL}}$ Limited

ABN 051 588 348

We CSL Limited 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	Performance Rights under the CSL Limited Performance Rights Plan (the Plan )
2	Number of $\pm$ securities issued or to be issued (if known) or maximum number which may be issued	169,200
3	Principal terms of the "securities (eg, if options, exercise price and expiry date; if partly paid "securities, the amount outstanding and due dates payment; if *convertible for securities, the conversion price and dates for conversion)	Subject to satisfaction of certain performance hurdles and the other rules of the Plan (which are summarised in the Notice of Meeting for the Company's 2003 AGM), each Performance Right carries the right to subscribe for or acquire one ordinary share in CSL Ltd for no consideration. Subject to the Plan rules, Performance Rights expire 7 years after the date of grant.

• See chapter 19 for defined terms.

4	Do the securities rank equally in all 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 which extent to the 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,	Performance Rights are not quoted No. securities, and do not confer the right to participate in dividends or new issues of shares. If and when a Performance Right is exercised, the resulting fully paid ordinary share will rank equally with all other issued ordinary shares.
	distribution or interest payment
5	Issue price or consideration	Nil
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The Performance Rights were issued to various senior and strategic employees as long term incentives for those employees. The Plan was approved by shareholders at the Company's 2003 Annual General Meeting.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	15 December 2003 (date of entry into the Company's register of holders of Performance Rights).
		Number + Class
8	Number and $\cdot$ class of all quoted ASX. *securities on (including the securities in clause 2 if applicable)	188,697,290 Ordinary shares

• See chapter 19 for defined terms.

		Number	+ Class
-9	Number and class all οf securities not quoted on ASX (including the securities in clause 2) if applicable)	4,853,030	Options to subscribe for ordinary shares issued under CSL's employee share ownership plans (SESOP 1 and 11).
		219,200	Performance Rights granted under the Plan.

$10₁$ trust, distribution policy) on the
increased capital (interests)

Dividend policy (in the case of a $\sqrt{\frac{h}{\epsilon}}$ The present dividend policy is not changed as a result of the grant of Performance Rights.

Part 2 - Bonus issue or pro rata issue

11	security holder 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	*Record determine 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.
18	Names of countries in which the entity has *security holders who will not be sent new issue documents	Not applicable.
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	оf Closing date for receipt acceptances or renunciations	Not applicable.

$+$ See chapter 19 for defined terms.

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 broker to the issue	Not applicable.
24	Amount of any handling fee payable to brokers who lodge acceptances renunciations on behalf of Ωr *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 applicable)	Not applicable.
29.	Date rights trading will end (if Not applicable. applicable)
30.	How do *security holders sell their entitlements in full through a broker?	Not applicable.
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable.

⁺ See chapter 19 for defined terms.

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date Not applicable.

Not applicable.

Part 3 - Ouotation of securities

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

34 Type of securities (tick one)

$(b)$

• $(a)$ Securities described in Part 1
• 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

• If the "securities are "equity securities, the names of the 20 largest holders of the 35 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

37

A copy of any trust deed for the additional *securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which *quotation is sought	Not applicable.
39.	Class of "securities for which 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? If the additional securities do not rank equally, please state:	Not applicable.
	the date from which they do ٠ extent which the 10 1 they ٠ participate for the next dividend, $(in$ the оf case a trust. distribution) or interest payment the extent to which they do not ٠ 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.
	(if issued conversion upon οf another security, clearly identify that other security)
		Number	*Class
42	Number and class of all securities quoted on ASX (including the securities in clause 38)	Not applicable.	Not applicable.

⁺ See chapter 19 for defined terms.

Ouotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the *securities on any conditions it decides.
• $\overline{\mathcal{L}}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not $\bullet$ 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.

• $\overline{3}$ 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.
• $\overline{4}$ We give ASX the information and documents required by this form. If any 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

$\overline{\text{min}} \ \overline{\text{min}} \ \overline{\text{min}} \ \overline{\text{min}} \ \overline{\text{min}} \ \overline{\text{min}} \ \overline{\text{min}}$

$+$ See chapter 19 for defined terms.