CSR Share Purchase Plan

							CSR Share Purchase Plan


CSR Limited ABN 90 000 001 276
2 October 2007
Key Dates1
    Date 2007          Event
                                                           The date on which CSR Limited determines
    19 September       Record Date
                                                           Eligible Shareholders.

    12 October         Opening Date                        Share Purchase Plan opens.

                                                           Share Purchase Plan closes.Applications
    2 November         Closing Date
                                                           must be received by 5.00pm Sydney time.

    9 November         Allotment Date                      Shares allotted.

                                                           Transaction confirmation despatched to
    12 November        Despatch Date
                                                           shareholders.
                                                           The date on which Shares are anticipated to
    14 November        Trading Date
                                                           begin trading

CSR Limited ABN 90 000 001 276 (CSR) has the discretion to alter the Key Dates.
1




1          How much can you invest?
           The amount you may invest under this Share Purchase Plan (SPP) is limited. You may only apply
           for a parcel of ordinary shares in CSR (Shares) with a value of:

           $2,500 or $5,000

           If you receive more than one copy of this booklet, or if you hold shares in more than one capacity
           (for example, because you are both a sole and joint holder of shares), the maximum amount you
           may apply to invest under the SPP in all capacities is $5,000. By applying to purchase shares under
           the SPP, you certify that you have not exceeded this $5,000 limit.

           Because the Shares are being issued at a fixed issue price (described below), the parcel of Shares
           you have applied for will not equal a whole number. In this case the number of Shares issued to
           you will be rounded up to the nearest whole number of Shares.




2          What is the allotment price of the shares?
           The issue price will be $3.06 being the price paid for shares in CSR by institutional investors in the
           Placement announced to the ASX by CSR on 12 September 2007. This price is less than the
           market price of the shares trading on the ASX at the commencement of trading on 13 September
           2007, the day following the announcement of the Placement. The market price of the Shares may
           rise or fall between the date of this offer and the date when the Shares are allotted under the SPP.
           Therefore, the market price of the Shares you receive on the allotment date may be more or less
           than the price paid for the Shares. The current Share price can be obtained from the Australian
           Securities Exchange and is listed in the financial or business section of major daily newspapers
           circulating in Australia. Shareholders should consider obtaining their own independent financial
           and taxation advice before making a decision to acquire Shares under the SPP.
3   Who is eligible under this offer?
    You are eligible to apply for shares under this offer if you are a person or entity:

    ■ who is registered as a holder at 7 pm on 19 September 2007; and

    ■ has a registered address in Australia or New Zealand.

    Nominee companies expressly noted on the CSR share register as holding on behalf of a beneficiary
    may apply on behalf of their underlying beneficiaries. The application form needs to be accompanied
    by a schedule showing the names and addresses of each beneficiary and the number of Shares
    applied for.




4   Can I transfer my offer to a third party?
    The offer is non-renounceable, so you cannot transfer your right to participate in the SPP to a
    third party.




5   What is the Allotment Date?
    The date of allotment of the Shares under the SPP is currently expected to be 9 November 2007.




6   What rights will the shares carry?
    The Shares to be issued under the SPP will be ordinary shares and rank equally with all other
    ordinary shares on issue in CSR.




7   Will the shares be eligible for the next dividend?
    Shares issued under the SPP will be eligible for the half year dividend (the interim dividend for
    CSR’s financial year ending 31 March 2008), to be paid on 10 December 2007.




8   How do I apply for shares under the SPP?
    ■ If you would like to participate in the SPP, please follow the step-by-step instructions on the
      back of the enclosed Application Form.

    ■ To participate, you can make a payment by BPay ® or complete the Application Form and provide
      a cheque or money order in accordance with the instructions on the Application Form, with
      payments to be made in Australian dollars in each case.

    ■ BPay ® customers should use the Reference Number shown on the Application Form, which is
      required to identify your holding. If you make your payment with BPay ® you do not need to
      return your Application Form.

    ■ By submitting payment through BPay ® you:
      (a) irrevocably accept the SPP offer;
      (b) acknowledge that you have read and understood the Terms and Conditions of the SPP;
      (c) apply to subscribe for shares in accordance with the Terms and Conditions of the SPP;
          and
      (d) certify that the aggregate application amount of ordinary shares for which you have
          applied under the SPP (including through joint and beneficial holdings), even if you
          received more than one offer under this SPP, does not exceed A$5,000.
8
     How do I apply for shares under the SPP? (continued)
     ■ Cheque and money orders should be made payable to ‘CSR Limited – Share Purchase Plan Trust
       Account’ and sent with an Application Form in the reply paid envelope enclosed to Computershare
       investor Services Pty Limited, GPO Box 253, Sydney NSW 2001. New Zealand holders will
       need to affix the appropriate postage.

     All payments and applications must be received no later than 5.00 pm Sydney time on 2 November
     2007. You will not be able to withdraw or revoke your application or BPay ® payment once you have
     sent it in.




9    What happens if the issue is oversubscribed?
     If applications for Shares received under this offer exceed $75,000,000, we may scale back the
     number of Shares to be issued to shareholders by reducing the maximum number of Shares each
     shareholder is entitled to purchase under the SPP.

     If, for whatever reason, we allot fewer Shares to you than you applied for, we will send you a
     cheque for an amount equal to the reduction in the number of shares multiplied by the issue price
     of $3.06. No interest will be payable on this amount.




10   Other terms and conditions
     The terms of this SPP amend the terms of the share purchase plan previously adopted by the
     Board and notified to the ASX (the Original Plan), by substituting this SPP for the terms of the
     Original Plan as an amendment to those terms, and as an amendment permitted under the terms
     of the Original Plan. Offers under this SPP will not be made until at least one month after the date
     of notification to Shareholders of the proposed changes to the Original Plan.

     Shareholders will be bound by the constitution of CSR Limited and these terms and conditions by
     accepting the offer to acquire Shares under the SPP. No brokerage or other transaction costs will
     apply to the acquisition of Shares under the SPP. The new Shares will rank equally in all respects
     with CSR Limited existing Shares from the date of allotment.

     CSR Limited may, in its absolute discretion, accept or reject your application to purchase Shares
     under the SPP, including (without limitation) if:

     ■ your Application Form is incorrectly completed or incomplete or otherwise determined by CSR
       Limited to be invalid;
     ■ your cheque is dishonoured or has not been completed correctly;
     ■ the cheque or money order that you enclose with the Application Form is not made out for the
       exact amount of the parcel of Shares that you have selected on the Application Form;
     ■ a BPay ® payment is not received, or is incomplete or invalid;
     ■ it appears that you are applying to buy more than A$5,000 (in aggregate) of Shares; or
     ■ CSR Limited believes that you are not an eligible shareholder (subject to compliance with any
       applicable Australian Securities and Investments Commission (ASIC) or ASX requirements).

     No interest will be paid on any application money returned to you.

     If you apply to participate in the SPP by completing and returning the Application Form:

     ■ your application, on these terms and conditions, will be irrevocable and unconditional (it cannot
       be withdrawn);
10
     Other terms and conditions (continued)
     ■ you acknowledge that you are an eligible CSR Limited shareholder;
     ■ you certify that you have not applied for Shares with an aggregate application price in excess of
       A$5,000 under the SPP and any similar arrangements in the 12 months prior to your application,
       even though you may have received more than one offer under the SPP or received an offer in
       more than one capacity under the SPP;
     ■ you acknowledge that you are lawfully permitted to accept the offer to acquire Shares under the
       SPP and participate in the SPP in accordance with the laws applicable in Australia and any other
       applicable laws in the jurisdiction in which you and/or the beneficial owner of your Shares are
       situated;
     ■ you accept the risk associated with any refund that may be despatched to you by cheque to your
       address shown on CSR Limited’s share register;
     ■ you acknowledge that neither CSR Limited nor Computershare Investor Services Pty Limited
       has provided you with investment advice or financial product advice, and that neither has any
       obligation to provide this advice, concerning your decision to apply for the purchase of Shares
       under the SPP; and
     ■ you irrevocably and unconditionally agree to the terms and conditions and agree not to do any
       act or thing which would be contrary to the spirit, intention or purpose of the SPP.

     The offer of Shares under the SPP is in accordance with the ASIC Class Order CO 02/831 which
     grants relief from the requirement to prepare a disclosure document for this offer. In New Zealand,
     the offer of Shares under the SPP is in accordance with the Securities Act (Overseas Companies)
     Exemption Notice 2002, which grants relief from the requirement to prepare an investment
     statement or prospectus for this offer.

     This document does not constitute an offer of securities for sale in the United States or to ‘U.S.
     persons’ (as defined in regulation S under the U.S. Securities Act) and may not be sent or
     disseminated in, directly or indirectly, the United States or to any ‘U.S. person’ in any place.
     CSR Limited’s Shares will not be registered under the U.S. Securities Act or the securities laws of
     any state of the United States and may not be offered, sold or otherwise transferred in the United
     States or to any ‘U.S. person’ except in compliance with the registration requirements of the U.S.
     Securities Act and any other applicable state securities laws or pursuant to an exemption from the
     registration requirements of the U.S. Securities Act and applicable state securities laws.

     It is important to note that the participation in the SPP is optional. The offer is also non-renounceable.
     This means shareholders cannot transfer their right to purchase Shares under the SPP to a
     third party.

     CSR Limited reserves the right to reject any application for Shares under the SPP that it believes
     does not comply with the terms and conditions in this booklet.

     CSR Limited may make determinations in any manner it thinks fit, in relation to any difficulties,
     anomalies or disputes which may arise in connection with or by reason of the operation of the SPP
     whether generally or in relation to any participant or application. Any determination by CSR Limited
     will be conclusive and binding on all eligible CSR Limited shareholders and other persons to whom
     the determination relates. CSR Limited reserves the right to waive strict compliance with any
     provisions of the terms and conditions of the SPP, to amend or vary those terms and conditions
     and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or
     termination will be binding on all eligible shareholders even where CSR Limited does not notify
     one or more eligible shareholders of that event.

     These terms and conditions are governed by the laws in force in New South Wales and are to be
     interpreted in accordance with their spirit, intention and purpose.
11   How do I get more information?
     For further questions, please contact CSR’s share registry:

     Computershare Investor Services Pty Limited
     Level 3, 60 Carrington Street
     Sydney NSW 2000 Australia
     GPO Box 7045
     Sydney NSW 2001 Australia
     Telephone within Australia 1800 676 061
     International +61 3 9415 4033
     Facsimile (03) 8234 5050
     International +61 3 8234 5050
     Internet site www.computershare.com.au
     E-mail web.queries@computershare.com.au




     These materials do not constitute an offer of securities for sale in the United States to “U.S. persons” (as defined
     in Regulation S under the U.S. Securities Act) and may not be sent or disseminated in, directly or indirectly, the
     United States or to any “U.S. person” in any place. CSR Limited’s shares have not been and will not be registered
     under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered, sold
     or otherwise transferred in the United Sates, or to any “U.S. person” except in compliance with the registration
     requirements of the U.S. Securities Act and any other applicable state securities laws or pursuant to an exemption
     from the registration requirements of the U.S. Securities Act and applicable state securities laws.