Table 17: Non-Executive Director Shareholdings KMP Balance as at 1 July 2021 Number of Shares Acquired on Exercise of Rights during year Value of Shares Acquired on Exercise of Rights during year US$35 Number of (Shares Sold)/ Purchased Balance at 30 June 2022 Non-Executive Director B McNamee 161,681 563 117,930 118 162,362 B Brook 5,604 200 41,225 318 6,122 M Clark 3,405 160 33,550 448 4,013 A Cuthbertson36 111,693 59 11,320 – 111,752 C Hewson 764 403 84,523 74 1,241 D Maskell37 – 209 40,099 – 209 M McDonald 3,255 241 50,553 118 3,614 A Watkins38 1,715 122 23,407 118 1,955 35 T he value at exercise date has been determined by the share price at the close of business on the exercise date multiplied by the number of Rights exercised during 2022. The A$ value was converted to US$ at an average rate for the year of 1.37359. 36 T he opening balance for A Cuthbertson is at 2 October 2021 being the date A Cuthbertson became a NED. All equity held by A Cuthbertson in his capacity as a member of the Company’s Executive KMP until 1 October 2021 is disclosed elsewhere in this Report. 37 T he opening balance for D Maskell is at 18 August 2021 being the date D Maskell became a NED. 38 The opening balance for A Watkins is at 18 August 2021 being the date A Watkins became a NED. 39 T he number of Rights granted is determined by dividing the NEDs elected percentage of pre-tax base fee (minimum 20%) by the five day volume weighted average price (VWAP) at which CSL shares were traded on the ASX ending on (and including) the last ASX trading day prior to the date of grant of the Rights being 25 August 2021 of A$305.37. The Rights were granted on 26 August 2021 in two tranches. Tranche 1 had a vesting date of 21 February 2022 and Tranche 2 vests 22 August 2022. For the grant to A Cuthbertson on 4 October 2021, the VWAP was A$293.32. 40 T he value at grant date has been determined by the share price at the close of business on the grant date of 26 August 2021 being A$308.10 multiplied by the number of Rights granted during 2022. For the grant to A Cuthbertson on 4 October 2021, the closing share price was A$287.33. The A$ value was converted to US$ at an average exchange rate for the year of 1.37359. The Rights have an expiry date fifteen years from the start of the financial year in which the Rights were granted. 41 T he value of Rights is calculated based on an assessment of the fair market value of the instruments in accordance with the accounting standards (refer to Note 18 in the Financial Statements). The fair value of each Right granted on 26 August 2021 was Tranche 1: A$304.00 and Tranche 2: A$302.62 multiplied by the number of Rights granted during 2022. For the grant to A Cuthbertson, the fair value for Tranche 1 was A$292.17 and Tranche 2 was A$290.69. 42 V esting and exercise occurred in relation to Tranche 2 of the 2021 grant and Tranche 1 of the 2022 grant. All Rights eligible vested at 100% during the year. No Rights eligible to vest were lapsed. 43 T he value at exercise date has been determined by the share price at the close of business on the exercise date multiplied by the number of Rights exercised during 2022. The A$ value was converted to US$ at an average exchange rate for the year of 1.37359. Australian based NEDs have Rights exercised at the vesting date and a holding lock is placed on the shares for a period of three to fifteen years as elected by the NED. 44 V ested Rights are exercisable to the NED at the end of the nominated restriction period. All vested Rights are currently unexercisable until the end of the nominated restriction period. 45 U nvested Rights represent Tranche 2 of the 2022 grant that will vest on 22 August 2022, following the release of full year financial results. 46 T he opening balance for A Cuthbertson is at 2 October 2021 being the date A Cuthbertson became a NED. All equity held by A Cuthbertson in his capacity as a member of the Company’s Executive KMP until 1 October 2021 is disclosed elsewhere in this Report. 47 T he opening balance for D Maskell is at 18 August 2021 being the date D Maskell became a NED. 48 T he opening balance for A Watkins is at 18 August 2021 being the date A Watkins became a NED. There have been no movements in shareholdings of NEDs between 30 June 2022 and the date of this Report. Table 18: Non-Executive Director Right Holdings KMP Security Balance at 1 July 2021 Number Granted39 Face Value of Rights Granted US$40 Fair Value of Rights Granted US$41 Number Exercised42 Value of Rights Exercised US$43 Number Lapsed Balance at 30 June 2022 Number Vested During Year Balance at 30 June 2022 Vested44 Unvested45 Non-Executive Director B McNamee Right 278 569 127,628 125,644 563 117,930 – 284 563 – 284 B Brook Right 80 240 53,833 52,995 200 41,225 – 120 200 – 120 M Clark Right 80 160 35,888 35,331 160 33,550 – 80 160 – 80 A Cuthbertson46 Right – 179 37,443 37,945 59 11,320 – 120 59 – 120 PSU 4,480 – – – – – – 4,480 – – 4,480 C Hewson Right 202 401 89,945 88,548 403 84,523 – 200 403 – 200 D Maskell47 Right – 417 93,534 92,081 209 40,099 – 208 209 – 208 M McDonald Right 121 240 53,833 52,995 241 50,553 – 120 241 – 120 A Watkins48 Right – 243 54,505 53,659 122 23,407 – 121 122 – 121 CSL Limited Annual Report 2021/22 93
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