CSL Ltd Annual Report 2019
12 CSL Limited Issued Capital Ordinary Shares: 453,138,632 as at 30 June 2019. 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 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 CSL itself. CSL ordinary shares (being the only class of shares on issue) have been traded on the Australian Securities Exchange (ASX) since 30 May 1994. Melbourne is the Home Exchange. In June 2014, CSL commenced a sponsored Level 1 American Depository Receipts (ADR) programwith the Bank of New York Mellon. The sponsored ADR program replaced the unsponsored ADR programs that have previously operated with CSL’s involvement. The ADRs are tradeable via licensed US brokers in the ordinary course of trading in the Over-The-Counter (OTC) market in the US. Particulars for the sponsored ADR program are: US Exchange – OTC and DR Ticker Symbol – CSLLY. Substantial shareholders As at 30 June 2019, BlackRock Inc and its subsidiaries and The Vanguard Group Inc and its subsidiaries were substantial shareholders in CSL. The number of shares to which each substantial holder and the substantial holder’s associates have a relevant interest, as disclosed in substantial holding notices given to CSL, are as follows: Name Number of shares held % of total voting rights BlackRock Inc and its subsidiaries (last notice received on 3 March 2017) 22,884,245 5.02 The Vanguard Group Inc and its subsidiaries (last notice received on 31 October 2018) 23,049,170 5.10 Voting rights At a general meeting, subject to restrictions imposed on significant foreign shareholdings 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. Distribution of shareholdings as at 30 June 2019 Range Total Holders Shares % of Issued Capital 1 – 1,000 140,267 33,287,407 7.35 1,001 – 5,000 22,364 51,407,512 11.34 5,001 – 10,000 3,629 24,949,316 5.51 10,001 – 100,000 1,510 27,040,645 5.97 100,001 and over 54 316,453,752 69.84 Total shareholders and shares on issue 167,824 453,138,632 100.00 Unmarketable Parcels Minimum Parcel Size Holders Shares Minimum A$500.00 parcel at A$215.00 per share (being the closing market price on 28 June 2019) 3 494 609 CSL Limited Annual Report 2019 136 Share Information
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