CSL Ltd. — Share Issue/Capital Change 2003

Feb 24, 2003

Our ref.: 02/1081

25 February 2003

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

Dear Mr Gerraty

NEW ISSUE OF ORDINARY SHARES TO AN EMPLOYEE

We advise that 530,333 shares were issued today to a senior executive eligible to exercise options issued to him under SESOP II on 12 October, 2000, 12 September, 2001 and 6 September, 2002. SESOP II was approved by shareholders at General Meeting on 20 November 1997.

Yours sincerely

Peter Turvey 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, 1/1/2003.

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be | Ordinary shares issued

• Number of ⁺securities issued or to $\overline{2}$ 530,333 be issued (if known) or maximum number which may be issued
• $\overline{3}$ 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)

Fully paid ordinary shares

• 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?	Yes
	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, (in the case of 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
5.	Issue price or consideration	\$0.01 per ordinary share (being the exercise price of each option).
6.	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The shares were issued to Dr Brian McNamee as a result of the exercise of 530,333 options held by him under CSL's Senior Executive Share Ownership Plan II (SESOP II). The options were previously granted to Dr McNamee as the form of awards paid to Dr McNamee pursuant to a Memorandum of Understanding dated 16 July 1998 between Dr McNamee and CSL Ltd. The grant of such options was approved by CSL shareholders at the 2000 Annual General Meeting.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	26 February 2003
8	and + class Number of all *securities quoted ASX on (including the securities in clause 2 if applicable)	Number 159,643,688	+ Class Ordinary shares

		Number	+ Class
9	Number and + class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)	4,878,932	Options to subscribe for ordinary shares issued under CSL's employee share
			ownership plans (SESOP 1 and SESOP II).

$10¹⁰$ trust, distribution policy) on the
increased capital (interests)

Dividend policy (in the case of a $\sqrt{\phantom{a}}$ As per existing ordinary shares in CSL.

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	security holder approval Ĩs required?	Not applicable
12.	Is the issue renounceable or non- Not applicable renounceable?
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 $\mathfrak{g}$ 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 entifiements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt οf΄ acceptances or renunciations	Not applicable

Appendix 3B Page 3

⁺ See chapter 19 for defined terms.

20.	Names of any underwriters	Not applicable
21	Amount of any underwriting fee or	Not applicable
	commission
22	Names of any brokers to the issue	Not applicable
23.	Fee or commission payable to the	Not applicable
	broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances	Not applicable
	or renunciations on behalf of
	*security holders
25.	If the issue is contingent on	Not applicable
	*security holders' approval, the date of the meeting
26	Date entitlement and acceptance	Not applicable
	form and prospectus or Product
	Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and	Not applicable
	the terms entitle option holders to
	participate on exercise, the date on
	which notices will be sent to option holders
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 in full through entitlements a	Not applicable
	broker?
31	How do *security holders sell part	Not applicable
	of their entitlements through a
	broker and accept for the balance?

⁺ 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 - Quotation of securities

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

• 34 Type of securities (tick one)
• $(a)$ 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

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

⁺ 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 $\vert$ 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 which the. to. they participate for the next dividend, $\mathfrak{f}$ in the case оf 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	Not applicable
	Example: In the case of restricted securities, end of restriction period
	issued upon conversion (ii 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.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbb{I}$ 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.

• $\overline{3}$ 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.
• 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

$= 10$

⁺ See chapter 19 for defined terms.

Attachment to Appendix 3B
February 2003

Date and Grant of			Amount to be
Options	No. of Shares	Issue Price	raised by the Issue
SESOP II
12 October 2000	82,540	1c.	\$825.40
SESOP II
12 September 2001	243,193	1c	\$2,431.93
SESOP II
6 September 2002	204,600	1c	\$2,046.00
Total	530,333		\$5,303.33