7.2 Remuneration Governance Policies and Approach Feature Description Board Discretion ‒ C EO and Executive KMP outcomes are holistically assessed by the Board before approval. The Board also considers whether there are any circumstances warranting application of discretion (including under the Malus and Clawback Policy). ‒ T he Board has the discretion to adjust STI and LTI outcomes downwards, including to zero, and can also adjust STI upwards. Treatment of STI on Cessation of Employment and Change of Control ‒ A ‘qualified leaver’ (for example someone who retires or is made redundant) or an employee who ceases employment under a change of control event, may receive a pro-rata payment paid in the ordinary course based on the portion of the Performance Period worked, subject to Performance Measures being met. ‒ I f the Executive KMP is not a ‘qualified leaver’, no payment will be made unless the Board determines otherwise. Treatment of LTI on Cessation of Employment ‒ A ‘qualified leaver’ (for example someone who retires or is made redundant) retains a pro-rated number of PSUs based on time elapsed since grant date. Retained PSUs will remain subject to original terms and conditions including satisfaction of performance conditions at the test date. ‒ I f an Executive KMP is not a ‘qualified leaver’, all unvested PSUs will generally lapse unless the Board determines otherwise. Treatment of LTI on Change of Control ‒ I n the event of a change of control, the Board, in its absolute discretion, may determine that some or all of the PSUs vest having regard to the performance of CSL during the performance period up to the date of the change of control event. ‒ V esting may occur at the date of the change of control event, or an earlier vesting date as determined by the Board. Malus and Clawback Policy ‒ C SL operates a Malus and Clawback Policy across both STI and LTI. The Board, in its discretion, may apply the policy to any incentive provided to a senior executive, including a former senior executive, upon the occurrence (or the discovery of the occurrence) of a material adverse development. Commencement Benefits ‒ T he HRRC and Board may determine that it is appropriate for a commencement benefit to be offered to an externally hired Executive KMP, aligned to the CSL framework. ‒ C ommencement benefits in the form of cash and/or equity can be made to compensate for remuneration being forfeited from a former employer. Awards may be discounted to take into consideration any performance conditions on the award at the former employer. Minimum shareholding guideline ‒ T he following levels of vested equity must be held within five years of appointment: • CEO: Three times base salary • Other Executive KMP: One times base salary • NEDs: One times Board base fee (refer to section 8.1 for more details) ‒ A s at 30 June 2025, all Executive KMP hold, or are on track to hold, the minimum shareholding requirement within the relevant time period. Securities Dealing ‒ T he CSL Securities Dealing Policy prohibits employees from using price protection arrangements (e.g., hedging) in respect of CSL securities, or allowing them to be used. The Policy also provides that no CSL securities can be used in connection with a margin loan. ‒ U pon vesting of an award, an employee may only deal in their CSL securities in accordance with the Policy. A breach of the Policy may result in disciplinary action. A copy of the Policy is available at http://www.csl.com.au/about/governance.htm. 7.3 Contractual Provisions for Executive KMP Executive KMP are employed on individual service contracts that outline the terms of their employment, which include: Duration of Contract Notice Period Employee Notice Period CSL* Termination Payment No fixed term Six months Six months 12 months * CSL may also terminate at any time without notice for serious misconduct and/or breach of contract. CSL may also make a payment in lieu of notice with total termination payment capped at 12 months. The CEO is a US based executive and, under the CEO’s employment contract, CSL has agreed to indemnify the CEO if he is subject to additional tax on his remuneration in any jurisdiction other than the US. CSL will also reimburse the CEO for the net difference between US and foreign tax liabilities after taking into account any credits available to the CEO in the US. 79 CSL Limited Annual Report 2024/25
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