Directors’ Report Table 16: Non-Executive Director Shareholdings KMP Opening Balance as at 1 July 2022 Number of Shares Acquired on Vesting and Exercise of Rights during year Value of Shares Acquired on Exercise of Rights during year US$39 Number of (Shares Sold)/ Purchased Closing Balance at 30 June 2023 Non-Executive Director B McNamee 162,362 588 117,440 (16,370) 146,580 B Brook 6,122 377 75,414 – 6,499 M Clark 4,013 166 33,155 270 4,449 A Cuthbertson 111,752 1,333 263,854 (22,822) 90,263 C Hewson 1,241 414 82,688 – 1,655 D Maskell 209 508 101,531 – 717 M McDonald 3,614 249 49,733 – 3,863 A Watkins 1,955 271 54,144 1,000 3,226 There have been no movements in shareholdings of NEDs between 30 June 2023 and the date of this Report. Table 17: Non-Executive Director Rights Holdings Closing Balance at 30 June 2023 KMP Security Opening Balance at 1 July 2022 Number Granted40 Face Value of Rights Granted US$41 Fair Value of Rights Granted US$42 Number Exercised43 Value of Rights Exercised US$44 Number Lapsed Closing Balance at 30 June 2023 Number Vested During Year Vested45 Unvested46 Non-Executive Director B McNamee Right 284 608 118,475 119,306 588 117,440 – 304 588 – 304 B Brook Right 120 514 100,157 100,861 377 75,414 – 257 377 – 257 M Clark Right 80 171 33,321 33,555 166 33,155 – 85 166 – 85 A Cuthbertson47 Right 120 257 50,079 50,431 249 49,733 – 128 249 – 128 PSU 4,480 – – – 1,084 214,121 (2,235) 1,161 1,333 – 1,161 C Hewson Right 200 428 83,400 83,985 414 82,688 – 214 414 – 214 D Maskell Right 208 600 116,916 117,736 508 101,531 – 300 508 – 300 M McDonald Right 120 257 50,079 50,431 249 49,733 – 128 249 – 128 A Watkins Right 121 300 58,458 58,869 271 54,144 – 150 271 – 150 39 T he value at exercise date has been determined by the share price at the close of business on the exercise date multiplied by the number of Rights exercised during 2023. The A$ value was converted to US$ at an average rate for the year of 1.48733. 40 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 24 August 2022 of A$294.46. The Rights were granted on 25 August 2022 in two tranches. Tranche one had a vesting date of 20 February 2023 and tranche two vests 21 August 2023. 41 T he value at grant date has been determined by the share price at the close of business on the grant date of 25 August 2022 being A$289.82 multiplied by the number of Rights granted during 2023. The A$ value was converted to US$ at an average exchange rate for the year of 1.48733. The Rights have an expiry date fifteen years from the start of the financial year in which the Rights were granted. 42 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 25 August 2022 was Tranche 1: A$292.74 and Tranche 2: A$290.97 multiplied by the number of Rights granted during 2023. 43 V esting and exercise occurred in relation to Tranche 2 of the 2022 grant and Tranche 1 of the 2023 grant. All Rights eligible vested at 100% during the year. No Rights eligible to vest were lapsed. 44 T he value at exercise date has been determined by the share price at the close of business on the exercise date multiplied by the number of Rights exercised during 2023. The A$ value was converted to US$ at an average exchange rate for the year of 1.48733. 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. 45 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. 46 Unvested Rights represent Tranche 2 of the 2023 grant that will vest on 21 August 2023, following the release of full year financial results. 47 A ll PSUs held by A Cuthbertson in his capacity as a member of the Company’s Executive KMP until 1 October 2021 are disclosed in prior year Remuneration Reports. CSL Limited Annual Report 2022/23 106
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