19CCSL’s articles of association to include certain provisions

19C CSL’s articles of association to include certain provisions

(1) The articles of association of CSL must, on and after the sale day, include the following provisions: (a) a provision imposing restrictions on the counting of votes in respect of the appointment, replacement and removal of directors of CSL so as to prevent the votes attaching to all significant foreign shareholdings being counted in respect of the appointment, replacement or removal, of more than one‑third of the directors of CSL who hold office at any particular time; and (b) a provision requiring the directors of CSL, for the purposes of enforcing the articles giving effect to paragraph (a), to take reasonable steps to find out whether there are significant foreign shareholdings; and (c) a provision conferring the following powers on the directors of CSL to enable the directors to enforce the articles giving effect to paragraph (a): (i) the power to remove or limit the right of a person to exercise voting rights attached to voting shares in CSL in respect of the appointment, replacement or removal of a director of CSL; and (ii) the power to remove a director of CSL; and (d) a provision requiring that the head office of CSL always be located in Australia; and (e) a provision requiring that the principal facilities used by CSL and any CSL subsidiaries to produce products derived from human plasma collected from blood or plasma donated by individuals in Australia always be located in Australia; and (f) a provision requiring that, at all times, at least two‑thirds of the directors of CSL be Australian citizens; and (g) a provision requiring that the presiding director (however described) at a meeting of the board of directors of CSL be an Australian citizen; and (h) a provision prohibiting CSL from taking any action at any time to become incorporated outside Australia. (2) In this section:

significant foreign shareholding means a holding of voting shares in CSL in which a foreign person has a relevant interest, if the foreign person has relevant interests in at least 5% of the voting shares in CSL.