8. Significant changes and subsequent events Other than as disclosed in this Directors’ Report (which includes pages 2 to 89 of the OFR) and information as disclosed in Note 23 (Subsequent Events) of the Financial Statements, the directors are not aware of: – any significant changes in the consolidated entity’s state of affairs during FY2025 or to the Group’s principal activities during the year; or – any other matter or circumstance which has arisen since the end of FY2025 which has significantly affected or may significantly affect the operations of the Group, results of those operations or the state of affairs of the Group in subsequent financial years. 9. Environmental regulation and compliance To meet industry and regulatory standards at its facilities, CSL uses an enterprise-wide Environment, Health and Safety (EHS) Management System. This system covers compliance with government regulations and commitments for continuous improvement of health and safety in the workplace and minimising the negative effects of operations on the environment. CSL continues to mature its overall environmental sustainability program and embedding environmental considerations into work practices. Key environmental principles are driven by processes like the ‘EHS by Design’ program (and the operational identification of environmental aspects and impacts), in alignment with ISO 14001 principles, to further reduce CSL’s potential impact on the environment and local communities. There were no significant environmental breaches at CSL operations during the reporting period. A significant environmental breach is defined as a non‑compliance with environmental legislation in the jurisdiction in which the event occurs, that has an impact rating of major or critical for environmental or regulatory dimensions as per CSL’s Enterprise Risk Management Framework. CSL has met its reporting obligations under the Australian Government’s National Greenhouse and Energy Reporting Act 2007 and Victorian Government’s National Pollutant Inventory requirements in the Environment Protection Regulations 2021 (Vic). 10. Directors’ shareholdings and interests The interests of the directors in the shares, options and performance rights of CSL are set out in the Remuneration Report – Tables 13 and 14 (page 86) for executive Key Management Personnel (KMP) and Tables 15 and 16 (pages 87 and 88) for non‑executive directors. The Group’s Securities Dealing Policy prohibits KMP from entering into transactions which limit exposure to risk in relation to securities granted under CSL’s equity incentive schemes. From time to time, the Company Secretary makes inquiries of KMP as to their compliance with this policy. 11. Performance rights and options As at 30 June 2025, the number of unissued ordinary shares in CSL under options and under performance rights are set out in Note 6 (People Costs) and Note 17 (Detailed Information – People Costs) of the Financial Statements. Holders of options or performance rights do not have any right, by virtue of the options or performance rights, to participate in any share issue by CSL or any other body corporate or in any interest issued by any registered managed investment scheme. The number of options and performance rights exercised during FY2025 and the exercise price paid to acquire fully paid ordinary shares in CSL is set out in Note 6 (People Costs) of the Financial Statements. Since the end of FY2025, no shares were issued under CSL’s Performance Rights Plan. Since the end of FY2025, there has been no change to the information contained in Note 17 (Detailed Information – People Costs) to the Financial Statements. Since the end of FY2025, 5,860 Restricted Share Units and 5,106 Performance Share Units have been forfeited due to participant ceasing employment. Since the end of the FY2025, there has been no change to the information contained in Note 17 (Detailed Information – People Costs) to the Financial Statements. 12. Indemnities and insurance During the financial year, the insurance and indemnity arrangements discussed below were in place concerning directors and officers of the consolidated entity. CSL has entered into a Director’s Deed with each director regarding access to Board papers, indemnity and insurance. Each deed provides: 1. a n ongoing indemnity to the relevant director against liability incurred by that director as an officer of CSL or a related body corporate. The indemnity is given to the extent permitted by law and to the extent and for the amount that the relevant director is not otherwise entitled to be, and is not actually, indemnified by another person or out of the assets of a corporation, where the liability is incurred in or arising out of the conduct of the business of that corporation or in the discharge of the duties of the director in relation to that corporation; 2. t hat CSL will purchase and maintain an insurance policy that covers directors against liability as a director and officer of CSL. Coverage will be maintained for a minimum of seven years following the cessation of office for each director; and 3. t he relevant director with a right of access to Board papers in connection with any relevant proceedings. In addition to the Director’s Deeds, Rule 95 of CSL’s Constitution requires CSL to indemnify each ‘officer’ of CSL and of each wholly owned subsidiary of CSL out of the assets of CSL ‘to the relevant extent’ against any liability incurred by the officer in or arising out of the conduct of the business of CSL or in the conduct of the business of such wholly owned subsidiary of CSL or in the discharge of the duties of the officer, unless incurred in circumstances which the Board resolves do not justify indemnification. Further details are set out in the Constitution, available on CSL.com. + READ MORE AT CSL.COM/WE-ARE-CSL/ CORPORATE-GOVERNANCE Directors’ Report 54 Directors’ Report
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