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					CSL Limited




 Annual Report 1998 - 1999
                                                 CSL Limited
                                                 ACN 051 588 348



                                                 CSL Limited develops, manufactures and
                                                 markets pharmaceutical products of
       Contents
                                                 biological origin.
 1     CSL’s Year at a Glance
 2     Financial Highlights
                                                 Our business is health care:
 3     The Year in Review
 8     Pharmaceutical Business                   •Life-saving products derived from human
10     New Product Development                    plasma;
12     Bioplasma Business
14     Veterinary Business
                                                 •Pharmaceuticals and diagnostics essential
16     Biosciences Business
                                                  to community health;
18     Our People
                                                 •Veterinary vaccines and diagnostics to
18     Mission Statement
                                                  protect livestock and companion animals.
20     The CSL Group Chart
20     Controlled Entities
21     Organisation Chart
22     Directors’ Profiles
                                                  Annual General Meeting
24     Corporate Governance
                                                  Thursday 14 October 1999 at 10:00am
27     Corporate Citizenship
                                                  Function Centre, National Tennis Centre
28     Finance Report                             Melbourne Park, Batman Avenue
                                                  Melbourne 3000
29     Five Year Summary
29     CSL Monthly Share Price
30     Share Information
                                                  Financial Calendar
31     Shareholder Information
                                                        1999
32     CSL Business Offices                        27   September        Shares traded ex-dividend
                                                    1   October          Record date for final dividend
                                                   14   October          Final dividend paid
                                                   14   October          Annual General Meeting
Front Cover photographs:                           31   December         Half year ends
CSL’s new facility for the manufacture of
novel biopharmaceuticals. CSL’s clinical trial          2000
programs will now be underpinned by a               9   February         Half year profit and interim dividend announcement
capacity to produce genetically engineered          6   April            Shares traded ex-dividend
candidate vaccines and other biologicals.          12   April            Record date for interim dividend
                                                   26   April            Interim dividend paid
                                                   30   June             Year ends
                                                   15   August           Annual profit and final dividend announcement
                                                   22   September        Shares traded ex-dividend
                                                   28   September        Record date for final dividend
                                                   12   October          Final dividend paid
                                                   12   October          Annual General Meeting
                                                   31   December         Half year ends
CSL’s Year at a Glance
Group revenues of $424.9m from CSL’s businesses in 1998-99 (up 16%)
have produced an after tax profit of $47.4m - an increase of 16% on the
previous year’s comparable figure.




                                                                    Bioplasma Division
                                                                    ($129.8m sales revenue)
                                                                    Bioplasma Division delivered revenue growth of 10% through
                                                                    processing higher volumes of plasma and introducing new
                                                                    products. The Division entered into an agreement with the
                                                                    American Red Cross to manufacture products on their behalf
                  Pharmaceutical Division                           (from plasma they supply) and to co-develop an important
                                                                    new fibrin bandage product.
                           ($166.5m sales revenue)
    Pharmaceutical Division again achieved excellent growth in
     sales revenue by continuing to develop domestic business
    for vaccines and in-licensed products, building international
              markets and introducing important new products.
                   Sales increased in all key areas of business.



                                                                    Veterinary Division
                                                                    ($42.2m sales revenue)
                                                                    Veterinary Division had a very good year with substantial
                                                                    sales growth in Australia. In its first year under CSL
                                                                    ownership, Biocor Animal Health, Inc, our new subsidiary in
                                                                    the USA, performed well to achieve its sales revenue targets.
                                                                    In support of a strong product pipeline, the Division continued
                                                                    to expand investment in new product development.
                     The Biosciences Group
                                ($75m sales revenue)
Following a major business review, the Biosciences Group now
        includes CSL’s American, European and Australian-based
operations under one umbrella. JRH Biosciences’ strong growth
  in cell culture business delivered sales revenue of $61.8m - an
 increase of 26% on the previous year. Australian sales revenue
 ($13.2m) was similar to last year’s result ($13.5m). Australian
      operations have been restructured to eliminate low margin     New Product Development
    agency products and to significantly reduce operating costs.
                                                                    During the year, all of CSL’s businesses introduced new
                                                                    products into the marketplace. Our major collaborations for
                                                                    key research and development projects proceeded according
                                                                    to plan. Construction of CSL’s new facility for the
                                                                    manufacture of novel biopharmaceuticals was completed
                                                                    on time and under budget.


                                                                                                          CSL’s Year at a Glance   1
                 Financial Highlights


                 Financial Highlights Year ended 30 June
                 All figures in $A million unless otherwise stated.     1998-1999   1997-1998   % change

                 Total revenue                                              424.9       366.7       16.0

                 Sales revenue                                              413.5       353.5       17.0

                 Research and development                                    40.8        39.1        4.3

                 Operating profit before interest and income tax             68.7        58.5       17.6

                 Operating profit after tax before abnormal item             47.4        40.9       15.8

                 Abnormal income tax credit                                               3.9

                 Profit after tax and abnormals                              47.4        44.8

                 Capital investment                                          39.0        21.3       83.1

                 Total assets at 30 June                                    561.5       523.8        7.2

                 Shareholders’ funds at 30 June                             414.9       390.3        6.3

                 Net tangible assets per share at 30 June ($)                3.15        2.97        6.1

                 Weighted average number of shares (million)                131.4       131.1        0.2

                 Earnings per share (cents)                                  36.1        34.2        5.6

                 Dividend per share (cents)                                  21.0        18.0       16.7

                 There is a five year statistical summary on page 29.




                 Dividends to Shareholders
                 An interim dividend on ordinary shares of 7 cents per share
                 (franked at 36%) was paid on 28 April 1999. A final dividend
                 on ordinary shares of 14 cents per share (franked at 36%) will
                 be paid on 14 October 1999. The total dividend for the year of
                 $27.6m (21 cents per share) represents a payout ratio of 58%
                 of net profit.




2   Financial Highlights
The Year in Review
In a year of sustained growth, our Group revenues rose 16% to
$424.9m, producing a net profit after tax of $47.4m, an increase
of 16% on the previous year’s comparable figure. All businesses
contributed to this growth in profit



Corporate Objectives for 1998-99                               During the year, we continued to implement strategies for
                                                               international growth in our plasma products, veterinary
Our corporate objectives for the year as stated to
                                                               and cell culture businesses.
shareholders in the last Annual Report were to continue
to focus on building domestic financial strength and global    The Bioplasma Division reached a major milestone with
competitiveness for plasma and veterinary products, while      the signing of an agreement with the American Red Cross
maintaining competitive returns.                               covering contract fractionation and co-development of
                                                               new products. CSL is required to achieve US FDA approval
We are pleased to report that our objectives have been
                                                               for its products and the Broadmeadows plant.
attained and financial performance continues to improve.
                                                               This is a significant collaboration for the Company and
Outcomes
                                                               has the potential to increase our plasma products
Our international growth has been particularly encouraging,    business substantially.
sales having risen 42% to $97.5m comprising 24% of
total sales.                                                   Other international successes this year have included the
                                                               integration of our new subsidiary in the USA, Biocor
It has also been a strong year for the introduction of new     Animal Health Inc, under operational control of the
and innovative products, derived from our R&D programs         Veterinary Division. Biocor has contributed strongly to our
and in-licensing. These products provide a platform for        offshore growth in its first full year of CSL ownership.
future growth.



CSL Chairman, Colin Harper (left), Vice Chairman, Peter Wade (centre) and Chief Executive and Managing Director,
Dr Brian McNamee, outside CSL’s new facility for the production of components for new vaccines and other biologicals.




                                                                                                                      The Year in Review   3
                         CSL Total Revenue                                             CSL Profit Before Interest & Tax
                         ($ millions)                                                  ($ millions)
                                                                                                                              68.7
                450                                             424.9            70

                400                                                                                                   58.5
                                                        366.7                    60
                350                             318.1                                                         48.1
                                        290.6                                    50
                300                                                                                   41.6
                             256.8
                250                                                              40
                                                                                             33.2

                200                                                              30

                150
                                                                                 20
                100
                                                                                 10
                50

                             94-95      95-96   96-97   97-98   98-99                       94-95     95-96   96-97   97-98   98-99




                JRH Biosciences Inc, the backbone of our cell culture          Sales of Fluvax® influenza vaccine, our leading product,
                business, has expanded its activities in its US domestic       continue to grow, which has required us to increase
                market and internationally, particularly in Europe where       production capacity accordingly.
                additional technical and distribution capabilities are under
                development in the United Kingdom (UK).                        Bioplasma Division
                                                                               The Bioplasma Division achieved an increase of 10% in
                Pharmaceutical Division
                                                                               sales revenue, to reach $129.8m.
                Domestically, competition has continued to intensify,
                conforming to the global trend. Subsidiaries of                The Australian Red Cross has continued to collect greater
                multinational enterprises (mainly based in the USA and         volumes of Australian plasma which has enabled us to
                UK) provide approximately 90% of the value of prescription     continue to increase the supply of plasma products.
                sales, the majority of which are subsidised by the Federal
                                                                               The most significant development for the Division is a
                Government through the pricing control and access
                                                                               major collaboration with the American Red Cross. Plasma
                system of the Pharmaceutical Benefit Scheme (PBS).
                                                                               products, manufactured for the American Red Cross from
                Against this background, the Pharmaceutical Division           plasma which it will supply, will first, however, require
                continued its strong growth pattern, with revenue              registration in the USA. This in itself will be a substantial
                increasing by 14% over the prior year to $166.5m.              task for the Division’s clinical and regulatory specialists.

                The Division has achieved this by continuing to develop its    The Division has also committed a small team of engineers
                domestic business for vaccines and in-licensed products,       and process specialists to work with LFO in Poland on the
                developing new international markets, and introducing new      design and construction of the plant and equipment to
                products.                                                      fractionate Polish plasma. The building that will house the
                                                                               plant has been completed.
                In the domestic vaccine market, the most significant
                product launch was Tripacel*, a diphtheria, tetanus and        Some of the Division’s product development activities
                acellular pertussis (whooping cough) vaccine for childhood     which came to fruition during the year were the
                immunisation.                                                  registration and launch of MonoFIX® - VF (purified factor
                                                                               IX) and Thrombotrol® - VF (antithrombin III) in Australia.
                Pentavax*, a polyvalent vaccine co-developed by CSL and        Intragam® P, an immunoglobulin developed by CSL for
                Merck & Co Inc, designed to protect children against           treatment of severe infections, has also received product
                diphtheria, tetanus, pertussis, hepatitis B and haemophilus    registration from the Australian Therapeutic Goods
                influenzae B, has been recommended for marketing               Administration (TGA).
                approval. A component in CSL’s strategy for children’s
                vaccines, Pentavax* will be available later this year.         Veterinary Division
                                                                               The Veterinary Division had a very strong year with sales
                Two in-licensed products which received PBS listing are
                                                                               of $42.2m, an increase of 57.5% over the prior year.
                Avonex* and Daivonex*. Avonex* slows the progression
                of disability in people with multiple sclerosis, and           Record sales were achieved in the domestic market for
                Daivonex* is a treatment for psoriasis.                        sheep vaccines, enhanced by the introduction of new
                                                                               Glanvac® Vitamin B12 products.

                * See inside back cover


4   The Year in Review
       CSL Post Tax Profit Before Abnormal                             CSL R&D Investment
       ($ millions)                                                    ($ millions)
50                                            47.4              45
                                                                                                               40.8
                                                                                                      39.1
45                                                              40
                                      40.9                                                    36.6
40
                              35.2                              35
                                                                                      30.2
35
                      29.0                                      30           27.1
30
            24.5                                                25
25
                                                                20
20
                                                                15
15

10                                                              10

5                                                                5

           94-95      95-96   96-97   97-98   98-99                         94-95     95-96   96-97   97-98   98-99




Longrange™ botulinum vaccine and Leptoshield® bovine            The Biosciences product range has been further
leptospirosis vaccine supported growth in the cattle            rationalised to remove some agency products.
vaccine market. A new Canvac® C5 multi-component
canine vaccine was successfully launched, and uptake has        New Product Development
been good.                                                      The central Research and Development Division continues
                                                                to provide two key roles within the Group. These are to
New and differentiated products resulting from our R&D
                                                                develop innovative biopharmaceutical products and to
programs continue to position the Division as a successful
                                                                provide support for manufactured and in-licensed
specialist animal health business.
                                                                pharmaceutical products.
A major undertaking for the Division has been integration
                                                                The current major R&D programs are proceeding according
into the CSL Group of our US bacterial and viral vaccine
                                                                to plan. These are projects to develop vaccines to prevent
manufacturing and marketing operation, Biocor Animal
                                                                human papillomavirus infection, to treat peptic ulcers, and
Health Inc. Biocor is based in Omaha, Nebraska.
                                                                to develop our ISCOM™ adjuvant technology, designed to
The General Manager of the Division has relocated to the        stimulate the immune response to vaccines. Progress is
USA, as have certain other senior personnel, and key            outlined more fully in the “New Product Development”
appointments in R&D, business development, regulatory           section of this Annual Report.
affairs, sales and marketing have been made. The USA is
                                                                A new facility for pilot-scale production of vaccines and
the world’s largest market for veterinary vaccines.
                                                                other biologicals for use in clinical trials of new products in
Biosciences Group                                               man (pictured on the front cover of this Annual Report) has
                                                                been completed on time and within its budget of $14m.
Following a business review, the Biosciences Group now          Validation of the plant is now in progress.
encompasses both the international operations of JRH
Biosciences Inc and CSL’s Australian-based operations.          CSL continues to fund certain early stage research projects
The combined revenue for the Group was $75m, an                 in universities and research institutes and is an active
increase of 20%, with another record performance by JRH.        participant in the government-funded Co-operative
                                                                Research Centre for Vaccine Technology.
Major upgrades were undertaken at JRH’s serum
processing facility at Lenexa, Kansas, USA, to streamline       Industry and Government
processes. This follows enhancement and expansion of the
                                                                Globally, the pharmaceutical industry faces a number of
JRH plant at Denver, Pennsylvania, where we have
                                                                challenges arising from the complex policy environment in
consolidated media manufacturing, as announced last
                                                                which it operates. Growing regulatory requirements have
year. Filtron Pty Ltd at Brooklyn, Victoria, has also had its
                                                                increased the time it takes to release new products, and
serum products manufacturing capability expanded to
                                                                this has led to some erosion of patent life.
meet increasing demands.
                                                                A considerable, and growing, amount of R&D is conducted
New cell culture and related products are being developed
                                                                with external groups, with extensive alliances being put in
which include the incorporation of recombinant proteins to
                                                                place between industry and academic partners.
improve performance. Recombinant growth factors are
being in-licensed. Ex-Cell™ 525 media has recently been
launched for growth and production of certain cells used
in gene therapy applications.

                                                                                                              The Year in Review   5
CSL Divisional Sales 1998-99                                           CSL Divisional Sales 1997-98


Pharmaceutical $166.5 million                                                                         Pharmaceutical $146 million




Bioplasma $129.8 million                                                                                 Bioplasma $118.2 million




Biosciences Group $75 million                                                                      Biosciences Group $62.5 million


Veterinary $42.2 million                                                                                   Veterinary $26.8 million




Total Sales Revenue 1998-99 $413.5 million                             Total Sales Revenue 1997-98 $353.5 million




The Federal Governments’ Factor (f) scheme, which has         The Board
enabled the Company to expand its R&D program for the
                                                              In accordance with the Constitution of the Company, the
past several years, terminated on 30 June 1999, and was
                                                              Chairman will retire from the Board at the conclusion of
replaced by the Pharmaceutical Industry Investment
                                                              the Annual General Meeting.
Program (PIIP). CSL was successful in obtaining the
maximum possible PIIP allocation of $60m over five years.     Mr Peter Wade has been appointed Deputy Chairman by
                                                              the Board and will become the next Chairman. He was
As with Factor (f), the PIIP aims to provide only partial
                                                              elected to the Board for his present term in 1994.
compensation to pharmaceutical manufacturers for the
                                                              Previously, from 1985 to 1993, Mr Wade served CSL as
effects of low prices for products purchased by
                                                              both a Commissioner and a Director, including an extended
Government under the PBS and other programs.
                                                              period as the Acting Chairman during 1988.
This funding will continue to be used by CSL to support its
R&D programs, together with funds derived from
operational income.




6    The Year in Review
                                                                               CSL’s Chairman to
                                                                               retire in October

                                                                               CSL’s Chairman, Mr Colin Harper, will retire from the Board
                                                                               at the conclusion of the Annual General Meeting in
                                                                               October this year.

                                                                               Mr Harper was appointed to the Commonwealth Serum
                                                                               Laboratories Commission as its Chairman in 1988.

                                                                               During his eleven years as Chairman, Mr Harper has been
                                                                               closely involved in CSL’s transition to an unlisted public
                                                                               company (1991), our privatisation and sale by public float
                                                                               in 1994, and the development and international expansion
                                                                               of our businesses.

                                                                               The CSL Board wishes to express its great appreciation
                                                                               of his leadership and his many contributions during a
                                                                               time of significant change, growth and development for
                                                                               the Company.




CSL Chairman, Colin Harper.




The Year Ahead                                                         Thanks to Management and Staff
The Company’s objectives for the year ahead may be summarised          Once again, we are pleased to report such a successful year for
as follows:                                                            the Company. We are proud and appreciative of the contributions
• We will continue to improve returns as a growing                     made by management and staff, and on behalf of the Board and
  international company;                                               shareholders we give them our thanks.

• We will further entrench our domestic market position
  by building on competitive strengths;
• We will develop our international plasma products, veterinary
  vaccines and cell culture businesses, and evaluate the
  international potential for other niche biological products.
• We will position the Pharmaceutical Division and Biosciences
  Group for sustainable growth and profitability, and we will foster    Colin Harper                           Brian McNamee
  innovation, new product development and leadership in a high          Chairman                               Chief Executive
  performance work environment.




                                                                                                                    The Year in Review   7
                Pharmaceutical Business
                The Pharmaceutical Division develops, manufactures and markets
                vaccines for human use, and markets vaccines, antibiotics and
                pharmaceutical products supplied by other manufacturers.




                                                                                 1998-99 Business Report
                                                                                 The Pharmaceutical Division continued its strong growth
                                                                                 pattern again this year recording a 14% increase in sales
                                                                                 revenue with improvement in all key areas of business.
                                                                                 Supported by the launches of important new
                                                                                 pharmaceuticals, established lines such as Fluvax®,
                                                                                 Pneumovax* 23 (Merck & Co Inc) and the
                               Pharmaceutical Sales          $166.5 million      measles/mumps/rubella product M-M-R II* (Merck & Co
                                                                                 Inc) recorded particularly strong performances.

                                                                                 Travel vaccine sales have grown substantially over the
                                                                                 past three years as a result of an increasing awareness by
                Major pharmaceutical products                                    Australians of the need to seek medical advice before
                marketed in Australia by CSL                                     travelling overseas. Travellers are taking up vaccination
                                                                                 against influenza, hepatitis A and B, typhoid, cholera and
                Vaccines                For prevention of:                       Japanese Encephalitis.
                Fluvax®                 Influenza
                Pneumovax*              Pneumococcal infection                   New Products
                Triple Antigen™         Diphtheria, tetanus and whooping cough
                                                                                 A major product launch during the year was Tripacel*
                ADT®                    Diphtheria and tetanus
                                                                                 (Connaught Laboratories Limited), a diphtheria, tetanus
                Tet-Tox®                Tetanus
                H-B-VAX II*             Hepatitis B infection
                                                                                 and five-component acellular pertussis combination
                PedvaxHIB*              HIB disease                              vaccine. Several other vaccines are now well advanced in
                Typh-Vax® (Oral)        Typhoid                                  the registration process including Comvax* (Merck & Co
                Typhim VI*              Typhoid                                  Inc), Varivax* (Merck & Co Inc) and Orochol* (Swiss
                Vaqta*                  Hepatitis A infection                    Serum and Vaccine Institute Berne). Comvax* is a
                                                                                 combination of hepatitis B and haemophilus influenzae B,
                Anti-infectives         For treatment of:
                                                                                 both important in Australia’s National Childhood
                Flopen®                 Severe staphylococcal infections         Immunisation programs. We anticipate marketing approval
                Moxacin®                Bacterial infections
                Clavulin*               Bacterial infections
                Fucidin*                Bacterial infections

                Other products          For treatment of:
                Antivenoms              Envenomation
                Lonavar*                Delayed puberty (males)
                                        Turners Syndrome (females)
                Daivonex*               Psoriasis
                Advantan*               Inflammatory dermatoses
                Avonex*                 Multiple sclerosis


                * See inside back cover for trade marks




8   Pharmaceutical Business
Pharmaceutical sales representative, Sonia Tsoukas, introducing CSL’s new ten-pack box of Fluvax® influenza vaccine.
Fluvax®, CSL’s leading product, now comes in tamper evident syringe packaging.


before the end of 1999 for Varivax*, a varicella (chicken     multiple sclerosis and has had a good uptake since its
pox) vaccine, and Orochol*, an oral cholera vaccine.          listing. Daivonex* ointment, a breakthrough treatment for
                                                              psoriasis, has also been far more widely prescribed since
Pentavax* (Merck & Co Inc) was recommended for                being listed under the Pharmaceutical Benefits Scheme.
marketing approval during the year and joins Tripacel*
and Comvax* as a key component in CSL’s strategy for          Omnic*, a new product shown to be effective in relieving
children’s vaccines. Pentavax* is designed to protect         the symptoms of benign prostatic hyperplasia, has been
children against diphtheria, tetanus, whooping cough,         granted marketing approval by the Australian Drug
hepatitis B and haemophilus influenzae B.                     Evaluation Committee this year. CSL gained access to
                                                              Omnic* as a result of our developing commercial
CSL’s production of influenza vaccine increased again this    relationship with Yamanouchi Europe BV.
year to cater for the growing demand for influenza vaccine
in both our domestic and international markets. Sales to      One of the core competencies CSL has developed over the
Europe and South Africa improved and we established new       past several years is the capacity to store and transport
markets in South America. As we increase vaccine              pharmaceuticals under strict temperature control
production capacity, we also enhance CSL’s ability to meet    conditions. This capacity led to our being appointed
the needs of the Australian community in the event of an      distributor on behalf of the Victorian Government for the
influenza pandemic.                                           vaccines they use in immunisation programs. We have
                                                              now also successfully tendered for cold chain vaccine
Two important pharmaceutical products being marketed in       distribution for the New South Wales Government.
Australia by CSL, Avonex* (Biogen Inc) and Daivonex* (Leo
Pharmaceutical Products Ltd AS) achieved listing under the
Pharmaceutical Benefits Scheme in February this year.
Avonex* slows the progression of disability in people with




* See inside back cover


                                                                                                               Pharmaceutical Business   9
                               CSL scientists Andreas
                               Meister (left) and Dallas
                               Hartman analyse an antigen
                               sample in our new protein
                               chemistry laboratory at
                               Parkville.



                               Inside the purification suite of
                               CSL’s new facility for manufacture
                               of novel biopharmaceuticals,
                               scientist Heidi Elmer isolates
                               genetically engineered
                               recombinant proteins.




10   New Product Development
New Product Development
Australia’s largest investor in pharmaceutical research and
development, CSL directs its activities towards biological products
designed to act on or through the immune system.




Vaccine to Prevent HPV Infection                               New Facility
Our collaboration with Merck & Co. Inc (USA) and the           We have completed construction of a new facility for the
University of Queensland to develop a virus-like particle      manufacture of novel biopharmaceuticals. Our clinical trial
(VLP) vaccine to protect against the four major                programs will now be underpinned by a capacity to
papillomaviruses responsible for venereal warts and            produce genetically-engineered, candidate vaccines and
carcinoma of the cervix continues to make good progress.       other biologicals in line with international standards of
Two of the strains have been studied in healthy volunteers     Good Manufacturing Practice.
and shown to be safe and immunogenic. The project has
now moved into early Phase II clinical studies in the United   Completed on time and under budget, the new
States.                                                        manufacturing facility will be used initially to produce
                                                               recombinant antigens for the eradication of chronic
Peptic Ulcer Treatment                                         Helicobacter pylori infections.
CSL’s collaboration with Astra Zeneca and the University of    As part of a continuing program to upgrade facilities, our
New South Wales is also progressing well. Several              protein chemistry group has been relocated to a modern,
antigens have been expressed and purified, and novel           purpose built laboratory.
delivery systems are being investigated. The aim of this
project is to develop a vaccine to treat Helicobacter pylori   New Projects
infections, known to be associated with the development
                                                               Two earlier stage projects, which are currently not
of peptic ulcers and gastric cancer.
                                                               partnered, are under way. The first is to develop a vaccine
ISCOM™ Technology                                              for treatment of women who are chronically infected with
                                                               HPV and have developed signs of carcinoma of the cervix.
CSL’s licensed Immune Stimulating Complex (ISCOM™)             Initial clinical studies with a recombinant antigen
technology is being evaluated in primates and man, using       formulated with ISCOMATRIX™ are planned in the coming
several antigens of clinical importance. This work is being    year. The second project, which arose from a collaboration
carried out in conjunction with major pharmaceutical           with the Dental School at the University of Melbourne,
companies and research institutes, such as the Ludwig          aims to develop a vaccine for the prevention or treatment
Institute for Cancer Research (New York).                      of periodontal disease.
The ISCOM™ technology developed by Iscotec AB                  CSL continues to fund early stage research projects in
(Sweden) has been shown to stimulate cellular and              universities and research institutes, including Australia’s
humoral immune responses in laboratory animals.                Co-operative Research Centre for Vaccine Technology: the
                                                               Federal Government has recently renewed funding for this
                                                               Centre for a further seven years. We also maintain
                                                               collaborative projects with a number of major international
                                                               organisations.

                                                               CSL’s strategy for research and development is to
                                                               identify, secure and add value to intellectual property
                                                               as the basis for the development of innovative
                                                               biopharmaceutical products.




                                                                                                                New Product Development   11
                Bioplasma Business
                CSL’s Bioplasma Division is the exclusive manufacturer in Australia
                of products derived from human plasma. CSL also processes plasma
                supplied by other countries into a range of products.




                                                                                       1998-99 Business Report
                                                                                       The Bioplasma Division has recorded a 10% growth in
                                                                                       revenue this year, from $118.2m to $129.8m, with
                                                                                       increased sales coming from the higher volumes of
                                                                                       plasma being processed and from the introduction
                                                                                       of new products.

                                                                                       The Australian Red Cross Blood Service
                              Bioplasma Sales               $129.8 million
                                                                                       The Australian Red Cross Blood Service again increased
                                                                                       its supplies of plasma to CSL to help meet the continuing
                                                                                       strong domestic demand for plasma products. CSL’s
                Major plasma products                                                  MonoFIX® - VF (a high purity Factor IX) and
                                                                                       Thrombotrol® - VF (antithrombin III), both recently
                Clotting Factors          For treatment of:                            introduced into the Australian market, have been well
                Factors VIII and IX       Bleeding disorders such as haemophilia
                                                                                       received by haematologists. Growing demand in Asian
                                                                                       markets for our plasma fractionation services resulted in
                Immunoglobulins           For treatment of:                            a 22% increase in international revenue and included
                Intragam®                 Infections and a range of autoimmune         our first business with the Republic of China (Taiwan)
                                          diseases                                     and India.

                Plasma volume                                                          American Red Cross Biomedical Services
                expanders                 For treatment of:
                                                                                       CSL has entered into an agreement with American Red
                Albumex®                  Acute blood loss (in emergency
                                          trauma situations) and severe burns          Cross Biomedical Services to develop and manufacture
                                                                                       plasma products. The largest provider of blood, plasma
                                                                                       and tissue products in the USA, the American Red Cross
                People born deficient in Factor VIII and Factor IX experience severe
                                                                                       provides almost half of America’s blood supply.
                bleeding into their joints and muscles which causes extreme pain
                                                                                       A substantial task for CSL will be to obtain US FDA
                as well as long periods of impaired mobility. Treatment with
                clotting factors minimises bleeding episodes and allows people to
                                                                                       approval of our facilities and registration of our products.
                lead active lives.                                                     CSL will manufacture plasma products from a given


                Intragam® is an intravenous immunoglobulin used to treat people
                with congenital or acquired deficiencies which make them
                susceptible to recurrent infections. Intragam® can allow these
                people to live healthier lives as active members of the community.




12   Bioplasma Business
CSL continues to work closely with the Australian Red Cross Blood Service (ARCBS) to improve the quality and
availability of plasma products.

Shown here (left to right) are ARCBS Chief Financial Officer and Company Secretary, Gavin Wigginton, ARCBS
Chief Executive Officer, Dr Robert Hetzel, CSL Managing Director, Dr Brian McNamee, and the General Manager
of CSL’s Bioplasma Division, Peter Turner.



volume of blood plasma provided by the American Red              Customer Relations
Cross, and co-develop a fibrin bandage product. Because
                                                                 The Bioplasma Division works closely with the Australian
of its ability to stem major arterial bleeding, fibrin bandage
                                                                 Red Cross Blood Service and similar international blood
has the potential to revolutionise treatment of
                                                                 transfusion services to improve the quality and availability
haemorrhage caused by trauma and surgery.
                                                                 of plasma products.
Laboratorium Frakcjonowania Osocza Sp. z.o.o. (LFO)
                                                                 Plasma collected by the Australian Red Cross from
The building that will house LFO’s new plasma                    Australian volunteer donors is supplied to CSL for
fractionation plant at Mielec in Poland has been completed       manufacture of plasma-derived products which are
and work on the design and construction of the plant and         returned to the Red Cross for distribution to Australia’s
equipment is now under way.                                      health care community. Funding provided by the Federal
                                                                 Government ensures that plasma products manufactured
The Bioplasma Division has a small team of engineers and         by CSL on behalf of the Australian Red Cross are provided
process specialists working in Europe on this project. CSL       to all Australians free of charge.
will receive royalties on the sale of plasma products
processed at the new facility in return for the                  Products manufactured on behalf of other countries, using
manufacturing technology we have licensed to LFO.                plasma they supply, are returned to their country of origin.
                                                                 In addition, plasma from sources outside Australia,
New Product Development                                          approved by the Australian Therapeutic Goods
CSL has obtained Australian market approval for                  Administration, is fractionated on behalf of additional
Intragam® P (a high purity, pasteurised intravenous              international customers who cannot supply plasma for
immunoglobulin), and for an improved range of                    fractionation at CSL.
intramuscular immunoglobulins. Clinical trials for
Biostate® (high purity, double virus inactivated Factor VIII)
have been completed and we anticipate marketing
approval in 2000.


                                                                                                                       Bioplasma Business   13
                 Veterinary Business
                 The Veterinary Division develops, manufactures and markets
                 vaccines for the prevention of disease in farm livestock (sheep,
                 cattle and pigs) and companion animals (horses, dogs and cats).




                                                                                  1998-99 Business Report
                                                                                  In an excellent result for the Veterinary Division,
                                                                                  substantial sales growth in Australia combined with
                                                                                  revenue generated by CSL’s new subsidiary, Biocor Animal
                                                                                  Health, Inc, delivered sales revenue of $42.2m - an
                                                                                  increase of 57.5% on the previous year.

                                                                                  In Australia, we achieved significant growth in revenue
                             Veterinary Sales           $42.2 million
                                                                                  across our entire product range despite declining livestock
                                                                                  numbers and static dog and cat populations.

                                                                                  We achieved record sales in the highly competitive
                 Major veterinary products                                        domestic market for sheep vaccines, supported by new
                 marketed in Australia by CSL                                     additions to our Glanvac® vitamin B12 range and the
                                                                                  launch of our new Scabigard® vaccine applicator.
                 Vaccines              For prevention of:
                 Glanvac®              Cheesy gland and clostridial diseases,     The launches of our Longrange™ botulinum vaccine and
                                        selenium deficiency and vitamin B12       Leptoshield® bovine leptospirosis vaccine helped to
                                        deficiency in sheep                       provide growth in cattle product sales. Revenue growth
                 Ultravac® 5 in 1      Clostridial diseases in cattle and sheep
                                                                                  from equine vaccines was also encouraging.
                 Scabigard®            Scabby mouth in sheep
                 Canvac®               Viral and bacterial diseases in dogs       In a very successful year for small animal vaccines, our
                 Fevac®                Viral diseases in cats
                                                                                  new Canvac® C5 multi-component canine vaccine gained
                 Equivac®              Bacterial diseases in horses
                                                                                  a substantial market share. Against aggressive
                 Longrange®            Botulism in cattle
                                                                                  competition, our sales of small animal vaccines also
                 Ultravac® 7 in 1      Leptospirosis and clostridial diseases
                                       in cattle
                                                                                  increased significantly in New Zealand.

                 Diagnostic Products   For diagnosis of:
                 Bovigam®              Bovine tuberculosis
                 Parachek®             Johne’s disease in cattle




14   Veterinary Business
West Australian merino stud breeder, Murray Groves, uses Glanvac 6S B12 vaccine to protect his sheep from
cheesy gland and clostridial diseases, selenium deficiency and vitamin B12 deficiency.



Biocor Animal Health, Inc                                       International Market Growth
CSL subsidiary, Biocor Animal Health, Inc, manufactures         Sales growth in Europe and the Middle East has been very
and markets a range of small animal vaccines and carries        encouraging, particularly in sheep vaccines. We expect the
out contract manufacturing of vaccines for livestock.           demand to increase for Parachek™ and our products
Acquired by CSL in June 1998, Biocor’s manufacturing            against clostridial diseases in sheep.
plant is located in Omaha, Nebraska.
                                                                In Europe and the United States, the product registration
In the world’s largest market for veterinary vaccines,          process is under way for Improvac™, a vaccine to improve
our new American operation has achieved its vaccine             the meat quality in male pigs. Improvac™ has been
sales targets in this first year under CSL ownership.           submitted to the European Medicines Evaluation Agency
Our stronger focus on marketing small animal vaccines,          for registration in European Union countries. In the USA,
new and improved packaging, and close attention to              the initial application has been made to the Food and
developing customer service, have all helped to boost           Drug Administration.
sales substantially.
                                                                The Veterinary Division continues to expand investment in
CSL’s diagnostic kit (Parachek™) for detecting Johne’s          new product development in support of our strong product
disease in cattle has been submitted to the US Department       pipeline. We will further consolidate our leading position in
of Agriculture for registration and further applications will   Australia by building new market segments and by
be made in the coming year. Biocor’s strong growth              maintaining a strong focus on developing customer
potential is supported by the pipeline of new products          relationships. Internationally, an increasing focus on the
we plan to introduce into the American market.                  US market through Biocor is expected to continue the
                                                                strong sales performance achieved this year.
The Biocor team has been significantly strengthened
during the year with key appointments in research and
development, business development, regulatory affairs,
sales and marketing.




                                                                                                                       Veterinary Business   15
                 Biosciences Business
                 The Biosciences Group develops, manufactures and markets cell
                 culture reagents, blood grouping reagents and human diagnostics.
                 Our cell culture reagents include dry powder media, liquid media
                 and sera, used in the manufacture of vaccines, biopharmaceuticals
                 and gene therapy products.



                                                                                                1998-99 Business Report
                                                                                                JRH Biosciences has achieved another record
                                                                                                performance with strong growth in cell culture media
                                                                                                business delivering sales revenue of $61.8m, an increase
                                                                                                of 26% on last year’s $49m.

                                                                                                Following a major business review, the Biosciences Group
                                                                                                now includes CSL’s American (JRH), European (JRH) and
                                Biosciences Sales              $75 million
                                                                                                Australian-based operations under one umbrella. Sales
                                                                                                revenue from our Australian operations was $13.2m,
                 Major Biosciences Group products                                               similar to the result for the previous year ($13.5m). Total
                                                                                                revenue for the new Biosciences Group was $75m.
                 Biotechnology products
                 used in cell culture                       For use in:                         The strong growth in revenue from JRH’s media products
                                                                                                has been driven by the successful pharmaceutical industry
                 Sera                                       The production of vaccines,         commercialisation of new biotechnology-derived products.
                                                            monoclonal antibodies and
                 Media                                      recombinant proteins. Sera,         Profitability also increased significantly due to improved
                                                            media and growth factors are        margins and cost savings resulting from consolidation of
                 Growth Factors                             also extensively used in research
                                                                                                all media manufacturing activities at our Denver,
                                                            and diagnostic laboratories.
                                                                                                Pennsylvania plant last year.
                 In cell culture, sera are used to grow cells in vitro (in the laboratory):
                                                                                                A major upgrade of our serum processing facilities at
                 media are combined with sera or growth factors to grow cells in vitro.
                 Growth factors are a synthetic source of protein used to stimulate
                                                                                                Lenexa, Kansas has been undertaken during the year.
                 cell growth.                                                                   This facilities upgrade will enable us to manufacture 2000
                                                                                                litre batches of serum and will include clean-in-place and
                 Product Customisation                                                          steam-in-place systems, as well as automatic dispensing
                 The Biosciences Group offers expertise in media development,                   capabilities. The new plant is scheduled to be fully
                 large volume batches of product, media customisation and media                 operational by the end of 1999.
                 handling systems to satisfy the specialised cell culture needs of the
                 health industry.

                 Disease diagnostic systems                 For detection of:
                 QuantiFERON® diagnostics                   A range of disease states


                 Blood grouping reagents                    For determination of:
                                                            Blood groups
                                                            Blood group antibodies


                 Biotechnology products                     For use in:
                                                            Pharmaceutical manufacture
                                                            Research laboratories




16   Biosciences Business
At the American Society of Gene Therapy meeting held in Washington DC in June this year, Matt Caffrey (right),
one of JRH Biosciences’ Technical Support Specialists, talks to Julian Hanak of Cobra Therapeutics about the
benefits of EX-CELL™ 525.

Successfully launched during the year, EX-CELL™ 525 is the preferred media for the growth and production of
PerC6 cells used in gene therapy applications.



During the year, our Australian-based serum operation,          Biosciences Business Review
Filtron Pty Ltd, successfully completed an upgrade to
                                                                As stated earlier in this report, the revenue from our
enable the manufacture of serum products in 2000 litre
                                                                Australian-based Biosciences operations was similar to
batches. Filtron’s ability to manufacture larger batches of
                                                                the previous year. Following a review of Australian
serum will deliver our customers significant savings in
                                                                operations, a major business restructure has been
their pre-acceptance testing costs.
                                                                undertaken including the rationalisation of low margin
Our new product development focus remains on safe,              agency products and a significant reduction in
regulatory-friendly media formulations. The use of              operating costs. The future direction of Australian
recombinant proteins continues to be a key to the success       operations will be underpinned by a much sharper focus
of our media formulations, from both performance and            on profitable products.
regulatory perspectives. EX-CELL™ 525 media for PerC6
                                                                Key objectives for Biosciences’ Australian business will
cells was successfully launched during the year and is the
                                                                be to entrench our domestic market position in blood
preferred media for the growth and production of PerC6
                                                                bank diagnostics and cell culture reagents and to
cells used by our customers in gene therapy applications.
                                                                successfully commercialise our novel QuantiFERON®
JRH continues to focus its resources and capabilities           diagnostic technology in key international markets,
on partnering with commercial companies that use                particularly North America.
mammalian, insect cell culture and gene therapy
                                                                As well as providing the basis for the tuberculosis
techniques to develop and manufacture therapeutics
                                                                diagnostic test that we now market in Australia and
and vaccines. Given an expected increase in the
                                                                are trialling in the United States and Japan, CSL’s
successful commercialisation of new biopharmaceutical
                                                                QuantiFERON® technology has potential for other
products by our customers, JRH remains well positioned
                                                                diseases that were previously difficult to diagnose.
for future growth.




                                                                                                                   Biosciences Business   17
                  Our People
                  The focus of CSL’s human resources activities is to develop a flexible,
                  committed and skilled workforce that is rewarded for excellence and
                  innovation.




                  Our Mission                                            Leadership and Management Training
                                                                         Throughout the year, CSL has continued to focus on
                  Our mission is to be a growing                         developing the skills and leadership capabilities of its
                  Australian public company                              employees, and on building a quality work environment.

                  specialising in biological                             Our senior leadership development program, "Leading for
                                                                         Competitive Advantage" continues to provide our
                  products benefiting Australian
                                                                         leadership group opportunities for involvement in CSL’s
                  and international health care.                         cultural and strategic development. During the next year,
                                                                         this program will move into its third phase which will
                                                                         specifically focus on developing individual skills.
                  To enhance shareholder wealth, we will:
                                                                         We have continued to develop the "Frontline Management
                  • Meet customers’ expectations with quality
                                                                         Initiative" we began last year. This program is being
                    products and excellent service;
                                                                         carried out in collaboration with the Royal Melbourne
                  • Invest in the development of new products and        Institute of Technology (RMIT) and is expanding the skills
                    the introduction of those products into Australian   and leadership capacity of our middle management group.
                    and international markets;
                                                                         Both our senior leadership and middle management
                  • Pursue collaborations which build on our             programs are leading edge initiatives through which CSL
                    scientific, manufacturing and marketing expertise;   leaders benefit from exposure to the latest management
                                                                         and leadership thinking.
                  • Develop a flexible, committed and skilled
                    workforce rewarded for excellence and innovation;    Staff Opinion Survey

                  • Ensure our workplace is healthy for employees        In what has become a bi-annual event, all CSL employees
                    and the community;                                   were invited to participate in our 1999 opinion survey.
                                                                         Survey results were distributed to employees, and each
                  • Strive for continuous improvement in all areas       division gave presentations about divisional results.
                    of our business.
                                                                         The Australian Employees Survey Group of 226 Australian
                                                                         private and public organisations provides benchmarks
                                                                         against which we are able to check our results. In ten
                                                                         of the twelve categories that we included in our 1999
                                                                         survey, CSL achieved equal or better results than those
                                                                         recognised benchmarks.




18   Our People
Corporate Human Resources Course Coordinator (standing left), Helen Politis and the Course Facilitator,
Catherine Smithson (right) introduce a module of CSL’s leadership development program.



CSL’s opinion surveys have also enabled us to identify           Further initiatives to develop a quality work environment
areas of progress since 1994 when the Company was                are being developed as part of CSL’s latest Enterprise
privatised. Since that time, we have recorded significant        Agreement, currently being negotiated with CSL employee
increases in positive responses to more than 25% of our          representatives and unions.
survey questions.
                                                                 The 1999 Enterprise Agreement will deliver greater
Feedback from our surveys has also enabled us to review          workplace flexibility, as well as new pay for
areas requiring improvement and introduce new strategies         performance provisions. These and other positive
where they have been needed.                                     outcomes are being achieved as the result of CSL’s
                                                                 consultative and cooperative approach to the development
A Quality Work Environment                                       of a quality workplace.
Initiatives have been put in place as part of our "preferred
employer" strategy to enable CSL to maintain a quality
work environment.

The range of incentives include an extensive
communication and training program against harassment
in the workplace, the further development of our equal
employment opportunities, and new remuneration
packaging arrangements. These and other initiatives
enhance our recognised position as a progressive and
"family-friendly" organisation.




                                                                                                                             Our People   19
Controlled Entities
The CSL Group                                                     CSL Limited
                                                                  ACN 051 588 348




 Coselco Insurance               Filtron Pty Ltd                  CSL International               CSL (New Zealand)           Iscotec AB                Cervax Pty Ltd
 Pty Ltd                                                          Pty Ltd                         Limited
 ACN 006 691 925                 ACN 051 958 377                  ACN 066 194 938                 Incorporated in NZ          Incorporated in Sweden    ACN 079 857 177
          100 %                          100 %                              100 %                          100 %                       100 %                 74 %
                            Filtron Pty Ltd is                                                CSL (New Zealand) Limited is
                            operationally part of the                                         operationally part of the CSL
                            Biosciences Group.                                                Pharmaceutical, Bioplasma
                                                                  CSL UK Limited
                                                                                              and Veterinary Divisions and
                                                                  Incorporated in the         the Biosciences Group.
                                                                  United Kingdom
                                                                            100 %




                                                  CSL US Inc                    JRH Europe Limited
                                                                                Incorporated in the
                                                  Incorporated in the USA       United Kingdom
                                                          100 %                           100 %



JRH Biosciences Inc        JRH Biosciences                      Biocor Animal               Biocor Animal
                           Inc is operationally                                             Health Inc is
                                                                                                                              CSL Bioplasma Inc
                                                                Health Inc
                           part of the                                                      operationally part
 Incorporated in the USA                                        Incorporated in the USA                                       Incorporated in the USA
                           Biosciences Group.                                               of the Veterinary
         100 %                                                              100 %           Division.                                  100 %




CSL Limited, based in Melbourne, is a public company listed on                                CSL UK Limited, based in London, is a subsidiary of CSL
the Australian Stock Exchange and the parent company of the                                   International Pty Ltd. CSL US Inc, and JRH Europe Limited are
CSL Group. All subsidiary companies in the Group are wholly                                   subsidiaries of CSL UK Limited.
owned by the parent company except Cervax Pty Ltd, a
company in which CSL has a majority shareholding.                                             JRH Europe Limited, based in London, is a subsidiary of CSL
                                                                                              UK Limited and is the European sales and marketing agent for
Coselco Insurance Pty Ltd, registered in Melbourne, provides a                                JRH Biosciences Inc.
range of insurances for CSL.
                                                                                              CSL US Inc is a wholly owned subsidiary of CSL UK Limited.
Filtron Pty Ltd, based in Melbourne, is operationally part of CSL’s                           JRH Biosciences Inc, Biocor Animal Health Inc and CSL
Biosciences Group. Filtron manufactures quality Australian serum                              Bioplasma Inc are subsidiaries of CSL US Inc.
used to produce cell culture media.
                                                                                              JRH Biosciences Inc is a subsidiary of CSL US Inc. Based in
CSL (New Zealand) Limited, based in Auckland, is the New                                      Kansas in the United States, JRH is one of the largest
Zealand marketing arm for CSL’s Pharmaceutical, Bioplasma and                                 manufacturers of specialised cell culture media in the world.
Veterinary Divisions and the Biosciences Group. The company                                   Operationally part of CSL’s Biosciences Group, JRH has
also manufactures a range of veterinary viral vaccines at a                                   manufacturing sites in Kansas and Pennsylvania.
dedicated plant in Upper Hutt, near Wellington.
                                                                                              Biocor Animal Health Inc, is a wholly owned
Iscotec AB, a Swedish company, is a wholly owned subsidiary                                   subsidiary of CSL US Inc. Based in Omaha, Nebraska,
of CSL. Iscotec has technology that enhances the immune                                       in the United States, Biocor manufactures and markets
response to vaccines.                                                                         veterinary vaccines.

Cervax Pty Ltd, 74% owned by CSL Limited, is a                                                CSL Bioplasma Inc, is a wholly owned subsidiary of
company formed to undertake a specific research and                                           CSL US Inc. CSL Bioplasma Inc has been established to
development project.                                                                          undertake clinical trial programs related to registration of CSL’s
                                                                                              portfolio of plasma products in the United States.
CSL International Pty Ltd, located in Melbourne, is a holding
company for the international operations of the CSL Group.

20   Controlled Entities
Organisation Chart

                                            Managing Director
                                             Dr Brian McNamee




                                                                           Company Secretary & General Counsel
                                                                                         Peter Turvey




 Research and Development                Pharmaceutical Division                    Corporate Projects
 Professor Ian Gust, AO - Director    Stan McLiesh - General Manager              Bob Moses - Vice President




            Finance                         Bioplasma Division                       Human Resources
                                        Peter Turner - General Manager         Kelvin Milroy - Corporate Manager
   Tony Cipa - General Manager




                                            Veterinary Division
      Business Services              Dr Hugh Middleton - General Manager
 David Doherty - General Manager




Each member of CSL’s Executive
Management Group reports                    Biosciences Group
directly to the Managing Director.        Paul Bordonaro - President


                                                                                                 Organisation Chart   21
Directors’ Profiles
                                                              Colin J Harper, CA (Scots), FAICD - Chairman (age 68)
                                                              - Corporate Governance, Finance (resident in Victoria).
                                                              Mr Harper was appointed Chairman of the Commonwealth
                                                              Serum Laboratories Commission in November 1988. He
                                                              was formerly General Manager and Chief Executive of the
                                                              merchant bank Australian United Corporation Ltd. Since
                                                              1976, Mr Harper has been a professional non-executive
                                                              director and has gained experience by serving at various
                     Colin J Harper    Brian A McNamee
                                                              times on the Boards of more than twenty companies.
                                                              Mr Harper is currently a Director of Australia and New
                                                              Zealand Banking Group Limited, from which he will retire
                                                              on 30 September 1999.

                                                              Brian A McNamee, MB, BS - Managing Director (age 42)
                                                              - Pharmaceutical Industry, Medicine (resident in Victoria).
                                                              Dr McNamee is the Chief Executive and Managing
                                                              Director of CSL. Dr McNamee completed Bachelor of
                                                              Medicine and Bachelor of Surgery Degrees at the
                                                              University of Melbourne in 1979. Before taking up his
                     Peter H Wade     Elizabeth A Alexander   present position in 1990, Dr McNamee was Managing
                                                              Director and Chief Executive of Pacific Biotechnology
                                                              Limited in Sydney, NSW (1988-89), General Manager,
                                                              Faulding Product Divisions, F H Faulding & Co Limited,
                                                              Adelaide, South Australia (1984-87), and International
                                                              Product Manager, Dr Madaus & Co, based in Cologne,
                                                              West Germany (1982-84). He is a Director of the Royal
                                                              Botanic Gardens Board.

                                                              Peter H Wade, FCPA, FAICD - Deputy Chairman (age 65)
                                                              - Finance, Management (resident in Victoria).
                  C Ian R McDonald        Ian A Renard        Mr Wade was elected to the Board in 1994. He had
                                                              previously served CSL as a Commissioner and Director
                                                              from 1985 to 1993 including a period as Acting Chairman
                                                              during 1988. Mr Wade is Chairman of Acacia Resources
                                                              Limited, a Director of Tabcorp Holdings Limited, former
                                                              Managing Director, North Limited and former Chairman,
                                                              Energy Resources of Australia Limited, and Gunns
                                                              Kilndried Timber Industries Limited.




                  Kenneth J Roberts     Arthur C Webster




22   Directors’ Profiles
Elizabeth A Alexander, AM. BCom, FCPA, FAIM, FCA,            Kenneth J Roberts, AM, BEc, FCPA, FAIM, FAICD
FAICD (age 56) - Accounting (resident in Victoria).          (age 61) - International Pharmaceutical Industry,
                                                             Management, Marketing (resident in NSW).
Miss Alexander was appointed to the CSL Board in July
1991. She is a Partner of PricewaterhouseCoopers, and a      Mr Roberts was appointed to the Board in February 1996.
Director of Amcor Limited and Boral Limited. She is          He was formerly Chairman and Managing Director of
National Vice President of the Australian Institute of       Wellcome Australasia and Director of Marketing
Company Directors, a Member of the Corporations and          Development for the Wellcome worldwide group. He is
Securities Panel of the Australian Securities and            Managing Director of the Australian Technology Group
Investments Commission, past National President of the       Limited, Chairman of the Royal Australasian College of
Australian Society of Certified Practising Accountants, a    Physicians Research and Education Foundation and a
Member of the Council of the Australian Defence Force        Member of the Boards of the Australian Genome Research
Academy and a Member of the Deputy Prime Minister’s          Facility and the University of Queensland Centre for Drug
Trade Policy and Advisory Committee. She was a Member        Design and Development.
of the National Commission of Audit. Miss Alexander is
Chairman of the Audit and Risk Management Committee.         Arthur C Webster, BVSc, DipBact (Lond) (age 55)
                                                             - Animal Health Industry, Commerce (resident in NSW).
C Ian R McDonald, BSc (Hons) (age 66)
                                                             Dr Webster was appointed to the CSL Board in March
- International Pharmaceutical Industry (resident in NSW).
                                                             1998. He was formerly Technical Director then Managing
Mr McDonald was appointed a Director of CSL in October       Director of the animal health company Cyanamid Webster
1992. Mr McDonald was formerly Group Vice President,         Pty Ltd and a Member of the Board of Governors,
Pharmaceuticals, of Syntex Corporation, President of         University of Western Sydney.
Syntex Pharmaceuticals International Limited, Vice
President Asia Pacific of G D Searle & Co and a former       Company Secretary and General Counsel
Director of Agen Limited Group. He is a past Managing        Peter R Turvey, BA/LLB
Director of Searle Australia Pty Limited and Mead Johnson
Pty Limited, and is a Director of Rothschild Bioscience
Managers Limited. Mr McDonald is a Member of the Audit
and Risk Management Committee.

Ian A Renard, BA, LLM, FAICD (age 53)
- Law (resident in Victoria).
Mr Renard was appointed to the CSL Board in August
1998. He is a Partner of Arthur Robinson & Hedderwicks,
solicitors, practising in company and commercial law. He
is a Director of AMP Limited, Newcrest Mining Limited,
Ericsson Australia Pty Ltd and Hillview Quarries Pty Ltd,
and was formerly a Director of North Limited. Mr Renard is
also President of the Library Board of Victoria, a Member
of the Council of the University of Melbourne and a
Member of the Board of Governors of Melbourne
University Private Limited.




                                                                                                  Directors’ Profiles   23
                Corporate Governance
                This statement outlines the Company’s main Corporate             The Nomination Committee is comprised of the full Board.
                Governance practices, all of which were in place                 In the event of the Nomination Committee inviting a person
                throughout the financial year.                                   to become a Director, that person will be subject to election
                                                                                 by the shareholders at the next general meeting in
                Shareholders                                                     accordance with Corporations Law.
                The Board of Directors seeks to ensure that the
                                                                                 The composition of the Board is determined based on the
                shareholders are informed of all major developments
                                                                                 following principles:
                affecting the economic entity’s state of affairs.
                                                                                 • Non-executive directors should be independent of the
                The participation of shareholders at the Annual General            Company and its management;
                Meeting is appreciated.
                                                                                 • The Chairman should not be a current or past executive
                The Board of Directors and its Committees                          of the Company;

                The Board is responsible for the corporate governance of         • The majority of the Board should comprise directors
                the Company including strategic direction, establishing            who are independent and non-executive; and
                operational criteria and monitoring the achievement of           • The Board should comprise directors who represent a
                objectives and conduct of operations. The Board delegates          broad range of expertise, qualifications, experience
                responsibility for executive management of the Company to          and age.
                the Managing Director who has regard to matters reserved
                for the Board, and who is accountable to the Board. The          Criteria for selection of non-executive directors include
                Board reports to the shareholders.                               ability, experience and specific skills such as strengths in
                                                                                 the pharmaceutical industry, financial, legal, marketing or
                The Board is responsible for the internal control framework      other areas, including international experience. When a
                and has developed a set of policies, procedures, practices       vacancy is foreseen or where it is considered that the
                and various committees which set criteria and enable the         Board would benefit from the services of a new director
                Board to monitor compliance with statutory, legal,               with particular expertise, unless an obvious candidate
                stakeholder and best practice requirements. This                 exists, a panel of candidates with appropriate skills and
                framework is regularly reviewed.                                 experience is considered. Appointees should desirably be
                                                                                 able to serve for at least eight years before retiring from the
                The Board delegates certain powers to Committees which           Board no later than the AGM following their 68th birthday.
                assist it by examining various issues and making
                recommendations to the Board. Committees of the Board            Membership and performance of the Board is reviewed
                are the Audit and Risk Management Committee,                     annually, six months before the Annual General Meeting.
                Remuneration Committee, Securities Committee and                 The composition of the Board is reviewed in relation to the
                Nomination Committee. The Board also delegates specific          appropriate mix of skills and experience.
                responsibilities to ad hoc committees of directors from time
                to time.                                                         Directors have adopted guidelines which, in addition to the
                                                                                 above, relate to the size of the Board and maximum length
                Composition of the Board                                         of service on the Board (15 years). Procedures to bring
                                                                                 about the retirement or removal of a director should there
                Profiles of the directors of the Company, including details of
                                                                                 be less than adequate contribution to the Board are
                their qualifications, age and experience, are set out on
                                                                                 included in the guidelines. These guidelines also contain a
                pages 22 and 23 of this Annual Report.
                                                                                 policy regulating the dealings by directors in securities of
                The Managing Director is CSL’s only executive director. The      the Company.
                Chairman and all of the other directors are non-executive
                                                                                 Independent professional advice may be sought by
                and are independent. No director acts as a nominee or
                                                                                 directors, at the Company's expense, to allow directors to
                representative of any particular shareholder.
                                                                                 carry out their duties. Prior approval of the Chairman is
                Nomination Committee                                             required. The director should give reasons for the request,
                                                                                 nominate the person from whom advice is to be sought and
                The Nomination Committee is responsible for reviewing the
                                                                                 obtain a quote. Independent professional advice obtained
                Board’s membership and making recommendations on new
                                                                                 this way will be made available to the whole Board.
                appointments.
                                                                                 The composition, powers and authority of the Boards of
                                                                                 controlled entities are subject to the approval of the
                                                                                 parent Board.

24   Corporate Governance
Audit and Risk Management Committee                                The appointment of Arthur Andersen as Auditor took
                                                                   effect on 28 June 1994, following a competitive tendering
The Audit and Risk Management Committee is comprised
                                                                   process. The performance of the auditor is reviewed by
of three to five non-executive directors appointed for terms
                                                                   the Audit and Risk Management Committee.
of three years. Membership is confirmed annually. The
names of current Committee members are included in                 Remuneration Committee
the directors’ profiles. The internal and external auditors,
Managing Director, General Manager Finance, General                The Remuneration Committee is comprised of all non-
Manager Business Services, and the Manager - Internal              executive directors. The Committee meets at the
Audit, attend all Audit and Risk Management                        commencement of each financial year in relation to the
Committee meetings.                                                remuneration of the Managing Director and General
                                                                   Managers, and from time to time as required on other
The Board has policies in place which require regular              business within its responsibility.
reports from the insurance subsidiary, Coselco Insurance
Pty Ltd, and an executive committee responsible for                The responsibilities of the Remuneration Committee are:
managing areas of risk within the Company. This                    • Deciding the remuneration of non-executive directors in
committee, which reports to the Audit and Risk                       accordance with Rule 88 of the Company’s Constitution
Management Committee, is responsible for maintaining                 and the remuneration of directors for extra services in
oversight of risk assessment and management practices as             accordance with Rules 89 and 90;
they apply to systems, the environment, health, safety,
                                                                   • Deciding the remuneration of the Managing Director in
product liability, physical assets, security, disaster recovery,
                                                                     accordance with Rule 100;
risk financing and compliance. Borrowings, guarantees and
capital expenditure programs beyond minor levels require           • Considering and recommending to the Board the terms
Board approval.                                                      of the service contract of the Managing Director;
                                                                   • Endorsing remuneration proposals of the Managing
Procedures are in place to ensure immediate reporting to
                                                                     Director in relation to General Managers;
the Board of any significant occurrences.
                                                                   • Overseeing of the Company’s Senior Executive
Responsibilities of the Audit and Risk Management                    Share Ownership and General Employee Share
Committee                                                            Ownership Plans.
The primary objective of the Audit and Risk Management             Executives are remunerated on the basis of a salary
Committee is to assist the Board to discharge effectively its      competitive with market rates and a performance-based
fiduciary responsibilities with regard to accounting, control      incentive related to individual, divisional and corporate
and reporting practices of the Group, which comprises the          performance during the past financial year, on the
internal control environment and management of                     recommendation of the Managing Director. A Senior
stewardship over corporate assets.                                 Executive Share Ownership Plan ("SESOP") was approved
                                                                   by shareholders in general meeting. The SESOP was
In addition, the Audit and Risk Management
                                                                   modified at a subsequent general meeting ("SESOP II").
Committee will:
                                                                   All General Managers and certain key executives
• Enable non-executive directors to maintain oversight             participate. The Board maintains a direct interest in
  of the Company’s finances and confidence in the                  succession planning for senior managerial positions.
  financial reports;
                                                                   Remuneration of Directors
• Enhance the credibility and objectivity of financial reports
  with other interested parties including shareholders,            Non-executive directors’ fees of an amount not exceeding
  regulators and creditors;                                        $400,000 in total are provided for in the Company’s
• Provide an independent communication forum for                   Constitution. This sum can only be increased by the
  directors, management and auditors in relation to the            Company at a general meeting. Non-executive directors’
  financial affairs of the Company, and thus maintain the          fees for 1998-99 are contained in the notes to the
  independence of a strong audit function;                         accounts. Remuneration for any extra services by individual
                                                                   directors may be approved under Rules 89 and 90 from
• Review and recommend the adoption of the annual                  time to time.
  and half-yearly accounts;
• Review risk management and report to the Board on its
  effectiveness in safeguarding the Company’s assets.
                                                                                   Continued on page 26


                                                                                                                      Corporate Governance   25
                CSL’s volunteer Emergency Response Group team includes (left to right) Peter Schoofs, Steve Gwyer and Ian Liddle.
                All members of the team have been trained to manage any hazardous workplace situations.


                Continued from page 25

                A non-executive directors’ retirement benefit plan was         Year 2000 Exposure
                approved by shareholders in general meeting of the
                                                                               The Company has made two statements concerning its
                Company as a result of which directors have agreements
                                                                               potential exposure to the Year 2000 problem to the
                with the Company which conform to the Constitution of the
                                                                               Australian Stock Exchange on 26 June 1998 and 26 March
                Company in respect of entitlements.
                                                                               1999. Copies of these statements are available on request
                The Managing Director has a contract of employment with        from the Company Secretary.
                the Company which contains, inter alia, the arrangements
                                                                               A multi-disciplinary corporate project team coordinates all
                regarding payment of remuneration in the form of salary
                                                                               Year 2000 activities, the objective of which is to ensure that
                and incentive awards. Shareholders at general meetings
                                                                               the Company’s business operations will not be interrupted
                have approved the issue to the Managing Director of a total
                                                                               as a consequence of century dating problems with systems
                900,000 options, with matching interest free loans, under
                                                                               and/or equipment, and to put in place contingency plans
                the terms of the SESOPs. A proportion of these options has
                                                                               which will allow the Company’s business operations to
                been exercised.
                                                                               continue uninterrupted as a consequence of century dating
                Securities Committee                                           problems with systems and/or equipment.

                A Securities Committee, comprising any two directors, is       The tasks being undertaken to complete the project are at
                responsible for the allotment, registration and transfer of    various stages of completion.
                securities, approving releases to the Australian Stock
                Exchange and associated media, which are made in               Ethical Standards
                accordance with the Corporations Law and Listing Rules,        All directors, executives, managers and employees are
                matters relating to the location of the Share Register and     expected to act with integrity and objectivity and maintain
                any other formalities which may be required in relation to     appropriate ethical standards which are articulated in the
                matters affecting the share capital.                           Company’s Code of Ethical Practices.

                                                                               The Company abides by the Code of Conduct of the
                                                                               Australian Pharmaceutical Manufacturers Association, the
                                                                               Code of Good Manufacturing Practice, the Code of Good
                                                                               Laboratory Practice and similar standards applicable to the
                                                                               pharmaceutical and veterinary industries.

26   Corporate Governance
Corporate Citizenship
Our continuing aim is to ensure that CSL’s business operations
are carried out in workplaces that are safe and healthy for our
employees, for the community and for the environment.




Occupational Health and Safety                                 The Environment
It is CSL’s policy to comply with relevant health and safety   Each CSL site is involved in activities aimed at minimising
laws and regulations in all the jurisdictions in which we      the impact of our operations on the community and
are located and to ensure our facilities continue to operate   the environment.
to the satisfaction of the regulatory authorities concerned.
                                                               CSL maintains a number of agreements for the proper
Our employees are encouraged to participate in a wide          disposal of solid and liquid wastes. At each location, we
range of activities through which we maintain and develop      have agreements for the discharge of liquid waste to the
safe and healthy workplaces, supported by policies,            sewer, and with licensed operators for the safe disposal of
guidelines and standard operating procedures.                  biohazardous and other forms of solid waste.
This includes the Health, Safety and Environment Advisory
Committee, and related networks throughout the Company         We regularly review waste management practices looking
in which employees are actively encouraged to participate      for new ways of waste minimisation, recycling and
and which have appropriate union representation.               material re-use.

During the year, CSL’s Bioplasma Division joined the select    The Australian National Pollutant Inventory, coordinated by
group of organisations to achieve advanced level               the Federal Government, requires all major manufacturing
SafetyMAP accreditation from the Victorian WorkCover           operations to report on atmospheric emissions for certain
Authority (VWA). Established to provide a benchmark            specified chemicals. In this regard, CSL’s only requirement
for assessing and improving health and safety                  is to report on combustion products from our natural
management processes, this award is given only to              gas boilers.
organisations that can demonstrate an effective system
                                                               The Company has also been pro-active at reviewing its
for the management and delivery of occupational health
                                                               use of electricity, gas, water and other inputs to ensure
and safety in the workplace.
                                                               their efficient use and to reduce operational costs. As an
CSL administers rehabilitation programs which assist           example, our veterinary plant in Upper Hutt, New Zealand
employees injured in the workplace to return to work in        has managed to reduce monthly water consumption by
the shortest possible time. Our lost time injury frequency     more than 30%.
rates (LTIFRs) and medical treatment injury frequency
rates have continued to fall. For instance, our LTIFR fell
from 26 per million hours worked in 1996, to 14 in 1997
and 9 in 1998.

Workers compensation costs (and current outstanding
liabilities) have fallen by more than 50% since 1994 and
are expected to fall again this year. This improvement in
performance has been reflected in a reduction in our
payment for workers compensation insurance.




                                                                                                                    Corporate Citizenship   27
                 Finance Report
                 Strong growth in revenues and profitability was sustained during
                 the 1998-99 year. Revenues increased by 16% to $424.9m with all
                 business units recording growth over the previous year.

                 Of particular note is the contribution to the Group from international
                 revenues which increased 41.6% during the year to $97.5m. Nearly
                 one quarter of Group revenue is now generated from sales to
                 customers located outside Australia.



                 Operating Profit                                                Dividend
                 Operating profit before interest and tax increased by 17.6%     The directors have declared a final dividend of $18.4m (14
                 to $68.7m.                                                      cents per share) fully franked. The total dividend for the
                                                                                 year of $27.6m represents a payout of 58% of net profit
                 This is consistent with the Group's stated objective of         after tax consistent with prior years.
                 continued growth in profitability. Profit after tax of $47.4m
                 was an increase of 15.8% over the profit after tax and          Cash Flow
                 before abnormals recorded last year. Group investment in
                                                                                 Working capital management continues to be a priority in
                 research and development grew by 4.3% to $40.8m.
                                                                                 all CSL Group companies. The increase in inventory
                 Earnings Per Share                                              reflects the need for the Group to continue to invest in
                                                                                 future growth through adequate stocks of new products.
                 Earnings per share of 36.1 cents represents an increase of
                 16% over the prior year figure (excluding the abnormal          Capital investment during the year was $39.0m. Another
                 item) of 31.2 cents.                                            strong year generated cash flow from operations of
                                                                                 $72.4m. Net cash on hand (cash and investments less
                 Shareholders Funds                                              borrowings) increased by $9.2m to $36.6m ensuring that
                 Shareholders funds increased by 6.3% to $414.9m. Total          the Company continues to be well placed to take
                 assets of $561.5m were 7.2% higher than last year. This         advantage of investment opportunities that may arise.
                 reflects the revaluation of land and buildings at 30 June
                 1999 which contributed $8.4m of the increase. Net
                 tangible assets per share have increased by 6.1% to $3.15.




28   Finance Report
    Five Year Summary
            All figures are in $A million unless otherwise stated.               1998-99     1997-98     1996-97        1995-96    1994-95

            Total revenue                                                          424.9        366.7      318.1          290.6       256.8
            Sales revenue                                                          413.5        353.5      305.0          281.1       250.4
            Research and development                                                40.8         39.1       36.6           30.2        27.1
            Operating profit before interest and income tax                         68.7         58.5       48.1           41.6        33.2
            Operating profit after tax before abnormal item                         47.4         40.9       35.2           29.0        24.5
            Abnormal income tax credit                                                             3.9
            Profit after tax and abnormals                                          47.4         44.8
            Capital investment                                                      39.0         21.3       16.6           16.2        31.4
            Total assets at 30 June                                                561.5        523.8      511.1          474.7       472.3
            Shareholders’ funds at 30 June                                         414.9        390.3      363.0          341.6       331.2
            Net tangible assets per share at 30 June ($)                            3.15         2.97       2.79           2.62        2.53
            Weighted average number of shares (million)                            131.4        131.1      130.0          130.0       130.0
            Earnings per share (cents)                                              36.1         34.2       27.0           22.3        18.9
            Dividend per share (cents)                                              21.0         18.0       15.5           13.0        12.0




            CSL Monthly Share Price: June 1994 to June 1999
$15.00
                                                                                                                                          June 1999

$14.00

$13.00

$12.00                                                                                                      June 1998


$11.00

$10.00
                                                                                           June 1997

 $9.00

 $8.00

 $7.00                                                               June 1996


 $6.00

 $5.00
                                          June 1995

 $4.00    June 1994


 $3.00

 $2.00

         J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J




                                                                                                                          Five Year Summary   29
                 Share Information

                 CSL Limited                                                   Substantial Shareholders
                 Issued Capital:                                               See page 31 of this Annual Report.
                 Ordinary shares: 131,652,084                                  Voting Rights
                 Details of Incorporation                                      At a general meeting, subject to restrictions imposed on
                                                                               significant foreign shareholders and some other minor
                 CSL’s activities were carried on within the Commonwealth
                                                                               exceptions, on a show of hands each shareholder present
                 Department of Health until the Commonwealth Serum
                                                                               has one vote. On a poll each shareholder present has one
                 Laboratories Commission was formed as a statutory
                                                                               vote for each fully paid share held.
                 corporation under the Commonwealth Serum Laboratories
                 Act 1961 (Cth) [the CSL Act] on 2 November 1961. On 1         In accordance with the CSL Act, CSL’s Constitution
                 April 1991, the Corporation was converted to a public         provides that the votes attaching to significant foreign
                 company limited by shares under the Corporations Law of       shareholdings are not to be counted when they pertain to
                 the Australian Capital Territory: it was renamed              the appointment, removal or replacement of more than
                 Commonwealth Serum Laboratories Limited. These                one-third of the directors of CSL who hold office at any
                 changes were brought into effect by the Commonwealth          particular time. A significant foreign shareholding is one
                 Serum Laboratories (Conversion into Public Company) Act       where a foreign person has a relevant interest in 5% or
                 1990 (Cth). On 7 October 1991, the name of the Company        more of CSL’s voting shares.
                 was changed to CSL Limited. The Commonwealth
                 divested all of its shares by public float on 3 June 1994.    Significant Foreign Shareholdings

                 The CSL Sale Act 1993 (Cth) amends the CSL Act to             There are no significant foreign shareholdings as at
                 impose certain restrictions on the voting rights of persons   30 June 1999.
                 having significant foreign shareholdings, and certain
                 restrictions on the Company itself.

                 CSL ordinary shares have been traded on the Australian
                 Stock Exchange since 30 May 1994. Melbourne is the
                 Home Exchange.




                 Distribution of Shareholdings as at 30 June 1999

                   Range                                                        Holders                 Shares             % Total Shares


                   1 - 1000                                                      14,220             11,443,935                         8.70

                   1001 - 5000                                                   12,198             29,553,000                        22.45

                   5001 - 10000                                                     999              7,465,633                         5.67

                   10001 - 100000                                                   415             10,478,116                         7.95

                   100001 and over                                                    89            72,711,400                        55.23


                   Total Shareholders                                            27,921           131,652,084                     100.00

                   Number of shareholders with                                        34                   216
                   less than a marketable parcel of 38 shares
                   (based on the share price at 30 June 1999).




30   Share Information
Shareholder Information

Share Registry                                          Change of address should be notified to the Share
                                                        Registry in writing without delay. Shareholders who are
Computershare Registry Services Pty Ltd                 Broker sponsored on the CHESS sub-register must notify
Level 12, 565 Bourke Street                             their sponsoring Broker of a change of address.
Melbourne Victoria 3000
Telephone: 03 9611 5711                                 Direct payment of dividends into a nominated account
Facsimile: 03 9611 5710                                 may be arranged with the Share Registry.

GPO Box 2975EE                                          The Annual Report is produced for your information.
Melbourne Victoria 3001                                 However, should you receive more than one or wish to be
1800 646 882 outside Melbourne                          removed from the mailing list for the Annual Report, please
                                                        advise the Share Registry. You will continue to receive
Shareholders with inquiries should telephone or write   Notices of Meetings and Proxy.
to the Share Registry at the above address.
                                                        The Annual Meeting will be held at the Function Centre,
Separate shareholdings may be consolidated by           National Tennis Centre, Melbourne Park, Batman Avenue,
advising the Share Registry in writing.                 Melbourne at 10:00am on Thursday 14 October 1999.



 CSL’s Twenty Largest Shareholders as at 30 June 1999

 Shareholder                                                  Account              Shares       % Total Shares

 1      Westpac Custodian Nominees Limited                                     11,843,122                   9.00
 2      National Nominees Limited                                               7,862,189                   5.97
 3      Chase Manhattan Nominees Limited                                        4,409,601                   3.35
 4      AMP Life Limited                                                        3,834,012                   2.91
 5      Citicorp Nominees Pty Limited                                           3,180,865                   2.42
 6      MLC Limited                                                             2,882,572                   2.19
 7      SAS Trustee Corporation                                                 2,666,068                   2.03
 8      Perpetual Trustees Nominees Limited                                     2,388,265                   1.81
 9      Queensland Investment Corporation                                       1,978,891                   1.50
 10     BT Custodial Services Pty Limited                     SUB CUS           1,448,731                   1.10
 11     Perpetual Trustees Australia Limited                                    1,412,239                   1.07
 12     Permanent Trustee Australia Limited                   FIR0027           1,383,312                   1.05
 13     Permanent Trustee Australia Limited                   FIR0020           1,326,711                   1.01
 14     Permanent Trustee Australia Limited                   FIR0018           1,204,244                   0.91
 15     ANZ Nominees Limited                                                    1,066,192                   0.81
 16     Tower Life Australia Limited                                              994,355                   0.76
 17     GIO Personal Investment Services Limited                                  955,339                   0.73
 18     AMP Nominees Pty Limited                                                  927,093                   0.70
 19     Perpetual Trustees Victoria Limited                   IMPUTA              828,400                   0.63
 20     Perpetual Trustees Victoria Limited                   SUPER               804,750                   0.61


 In addition, substantial shareholding notices
 have been received from the following:

 Maple-Brown Abbott Limited                                                     9,626,534                   7.31
 AMP Limited                                                                    8,379,674                   6.36




                                                                                                         Shareholder Information   31
                 CSL Business Offices
                 CSL Limited                              International Offices
                 Registered Head Office                   CSL (New Zealand) Limited
                 45 Poplar Road                           Pharmaceutical Division
                 Parkville                                Bioplasma Division
                 Victoria 3052 Australia                  Biosciences Group
                 Telephone: + 61 3 9389 1911              Level 4, Building 10
                 Facsimile: + 61 3 9389 1434              666 Great South Road
                                                          Central Park, Penrose
                 Bioplasma Division                       Auckland 6
                 189 Camp Road                            New Zealand
                 Broadmeadows                             Telephone: +64 9 579 8105
                 Victoria 3047                            Facsimile: +64 9 579 8106
                 Telephone: + 61 3 9246 5200
                 Facsimile: + 61 3 9246 5299              CSL (New Zealand) Limited
                                                          Veterinary Division
                 State Sales Offices                      2-6 Shakespeare Avenue
                                                          Upper Hutt
                 Victoria and Tasmania                    New Zealand
                 45 Poplar Road                           Telephone: +64 4 527 9088
                 Parkville                                Facsimile: +64 4 527 9332
                 Victoria 3052
                 Telephone:                               CSL UK Limited
                 - Pharmaceutical: + 61 3 9389 1408       JRH Europe Limited
                 - Veterinary:     + 61 3 9389 1251       1st Floor, The Ice House
                 - Biosciences:    + 61 3 9389 1644       Dean Street
                 Facsimile:        + 61 3 9389 1727       Marlow
                                                          Buckinghamshire SL7 3AB
                 New South Wales                          England
                 25-27 Paul Street North                  Telephone: +44 1628 474 739
                 North Ryde                               Facsimile: +44 1628 474 665
                 New South Wales 2113
                 Telephone: (02) 9887 4433                JRH Biosciences Inc
                 Facsimile: (02) 9887 3171                13804 W. 107th Street
                                                          Lenexa
                 Queensland                               Kansas 66215 USA
                 14 Dividend Street                       Telephone: +1 913 469 5580
                 Mansfield                                US Toll Free: +1 800 255 6032
                 Queensland 4122                          Facsimile: +1 913 469 5584
                 Telephone: (07) 3849 6140
                 Facsimile: (07) 3849 6141                Biocor Animal Health Inc
                                                          2720 North 84th Street
                 South Australia and Northern Territory   Omaha
                 11 Coongie Avenue                        Nebraska 68134 USA
                 Edwardstown                              Telephone: +1 402 393 7440
                 South Australia 5039                     Facsimile: +1 402 393 4712
                 Telephone: (08) 8276 3200
                 Facsimile: (08) 8277 0556

                 Western Australia
                 293-297 Fitzgerald Street
                 Perth
                 Western Australia 6000
                 Telephone: (08) 9328 7322
                 Facsimile: (08) 9227 6196




32   CSL Business Offices
Major pharmaceutical products                                                  Major veterinary products
marketed in Australia by CSL                                                   marketed in Australia by CSL

Vaccines               For prevention of:                                      Vaccines                   For prevention of:
Fluvax®                Influenza                                               Glanvac®                   Cheesy gland and clostridial diseases,
                                                                                                          selenium deficiency and vitamin B12
Pneumovax*             Pneumococcal infection
                                                                                                          deficiency in sheep
Triple Antigen™        Diphtheria, tetanus and whooping cough
                                                                               Ultravac® 5 in 1           Clostridial diseases in cattle and sheep
ADT®                   Diphtheria and tetanus
                                                                               Scabigard®                 Scabby mouth in sheep
Tet-Tox®               Tetanus
                                                                               Canvac®                    Viral and bacterial diseases in dogs
H-B-VAX II*            Hepatitis B infection
                                                                               Fevac®                     Viral diseases in cats
PedvaxHIB*             HIB disease
                                                                               Equivac®                   Bacterial diseases in horses
Typh-Vax® (Oral)       Typhoid
                                                                               Longrange®                 Botulism in cattle
Typhim VI*             Typhoid
                                                                               Ultravac® 7 in 1           Leptospirosis and clostridial diseases
Vaqta*                 Hepatitis A infection
                                                                                                          in cattle

Anti-infectives        For treatment of:
                                                                               Diagnostic Products        For diagnosis of:
Flopen®                Severe staphylococcal infections
                                                                               Bovigam®                   Bovine tuberculosis
Moxacin®               Bacterial infections
                                                                               Parachek®                  Johne’s disease in cattle
Clavulin*              Bacterial infections
Fucidin*               Bacterial infections

Other products         For treatment of:
Antivenoms             Envenomation
                                                                               Major Biosciences Group products
Lonavar*               Delayed puberty (males)
                       Turners Syndrome (females)
                                                                               Biotechnology products
Daivonex*              Psoriasis
                                                                               used in cell culture                       For use in:
Advantan*              Inflammatory dermatoses
Avonex*                Multiple sclerosis                                      Sera                                       The production of vaccines,
                                                                                                                          monoclonal antibodies and
                                                                               Media                                      recombinant proteins. Sera,
                                                                                                                          media and growth factors are
                                                                               Growth Factors                             also extensively used in research
                                                                                                                          and diagnostic laboratories.
Major plasma products
                                                                               In cell culture, sera are used to grow cells in vitro (in the laboratory):
Clotting Factors          For treatment of:                                    media are combined with sera or growth factors to grow cells in vitro.
Factors VIII and IX       Bleeding disorders such as haemophilia               Growth factors are a synthetic source of protein used to stimulate
                                                                               cell growth.
Immunoglobulins           For treatment of:
                                                                               Product Customisation
Intragam®                 Infections and a range of autoimmune
                          diseases                                             The Biosciences Group offers expertise in media development,
                                                                               large volume batches of product, media customisation and media han-
Plasma volume                                                                  dling systems to satisfy the specialised cell culture needs of the health
expanders                 For treatment of:                                    industry.
Albumex®                  Acute blood loss (in emergency
                          trauma situations) and severe burns                  Disease diagnostic systems                 For detection of:
                                                                               QuantiFERON® diagnostics                   A range of disease states
                                                                               Blood grouping reagents                    For determination of:
People born deficient in Factor VIII and Factor IX experience severe bleed-
                                                                                                                          Blood groups
ing into their joints and muscles which causes extreme pain as well as                                                    Blood group antibodies
long periods of impaired mobility. Treatment with clotting factors min-
                                                                               Biotechnology products                     For use in:
imises bleeding episodes and allows people to lead active lives.
                                                                                                                          Pharmaceutical manufacture
                                                                                                                          Research laboratories
Intragam® is an intravenous immunoglobulin used to treat people with
congenital or acquired deficiencies which make them susceptible to
recurrent infections. Intragam® can allow these people to live healthier
lives as active members of the community.




                                                             * See inside back cover flap
   Trade Marks
  CSL, CSL Biosciences, Bioplasma, and JRH are all
  trade marks of CSL Limited.

® Registered trade mark of CSL Limited.

™ Trade mark of CSL Limited.

* Trade marks of companies other than CSL
   and referred to in this Annual Report are
   listed below:



  Biogen, Inc                              Avonex

  Bio-Technology General Corp.             Lonavar

  Connaught Laboratories Limited           Tripacel

  Leo Pharmaceutical
  Products Limited AS                      Daivonex
                                           Fucidin

  Merck & Co, Inc                          Comvax
                                           H-B-Vax II
                                           M-M-R II
                                           PedvaxHIB
                                           Pentavax
                                           Pneumovax
                                           Vaqta
                                           Varivax

  Pasteur Mérieux Serums et Vaccins        Typhim VI

  Schering AG                              Advantan

  SmithKline Beecham
   (Australia) Pty Ltd                     Clavulin

  Swiss Serum and
   Vaccine Institute Berne                 Orochol

  Yamanouchi Europe BV                     Omnic
  About CSL Limited
  CSL Limited is an Australian public company specialising in the
  development, manufacture and marketing of biologically based
  health care products which benefit the community.
  Our products include human and veterinary pharmaceuticals
  (notably vaccines), products derived from human plasma,
  diagnostics, and cell culture reagents.
  Our aim is to continue building CSL in ways which will benefit
  our shareholders.
  We will accomplish this by:
• Meeting customers’ expectations with quality products and
  excellent service;
• Investing in development of new products - and introducing
  those products into Australian and international markets;
• Pursuing collaborations which build on our scientific,
  manufacturing and marketing expertise;
• Developing a flexible, committed and skilled workforce
  rewarded for excellence and innovation;
• Ensuring our workplace is healthy for employees and
  the community;
• Striving for continuous improvement in all areas of our business.
  CSL is firmly committed to research and development, quality
  assurance and the development of international product and
  marketing alliances.
  The Company is the largest investor in Australian pharmaceutical
  research and development, and one of the largest employers in
  Australia’s pharmaceutical manufacturing industry.
  The Company’s earnings are supported by established brands
  with strong domestic market shares. The Company also has a
  long-term contract with the Federal Government for the
  manufacture of plasma-derived products for the Australian
  Red Cross.
  Continuing improvements in profitability will be achieved as CSL
  expands its business nationally and internationally by actively
  marketing products developed both by CSL and in collaboration
  with partners.
  Internet http://www.csl.com.au

				
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