CSL Ltd. — Capital/Financing Update 2019

Jun 3, 2019

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

CSL Limited

ABN

99 051 588 348

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

⁺Class of ⁺securities issued or to $\mathbf{1}$ be issued

Ordinary shares

Number of ⁺securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued

Principal terms of the *securities (e.g. if options, exercise price and expiry date; if

28,268

partly paid ⁺securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Fully paid ordinary shares
1,767

$\overline{\mathbf{3}}$

⁺ See chapter 19 for defined terms.

$\bar{\sigma}$

4	Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted +securities?	Yes
	If the additional + securities do not rank equally, please state: • the date from which they do the extent to which they participate for the next dividend, (in the case of a distribution) trust, Or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution OГ interest payment
5	Issue price or consideration	Performance Rights Plan (PRP) 2012 - 3,020, 2013 - 2,997 and 2014 - 3,658 rights all at nil price. $2014 - 18,593$ options at an issue price of $\frac{2}{3}$ , 93 = 1,374,580.49.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Issued to employees under PRP upon exercise of Rights and Options granted. The PRP was adopted by shareholders at the 2003 Annual General Meeting (AGM) and was most recently reapproved at the 2018 AGM.
6a	Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i	Not applicable
6b	The date the security holder resolution under rule 7.1A was passed	Not applicable
6c	Number of + securities issued without security holder approval under rule 7.1	Not applicable

$\tilde{\underline{\nu}}$

04/03/2013

$\left[ \mathbf{r}\right]$

⁺ See chapter 19 for defined terms.

• 6d Number of ⁺securities issued with security holder approval under rule 7.1A
• 6e Number of ⁺securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of ⁺securities issued under an exception in rule 7.2
• 6g If *securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule $7.1A$ $for$ non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• Calculate the entity's remaining 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• ⁺Issue dates $\overline{7}$

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and ⁺class of all ⁺securities quoted on ASX (including the ⁺securities in section 2 if applicable)

Number	+ Class
453,138,632	Ordinary shares

Number	+ Class

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

13 May 2019 - 31 May 2019

⁺ See chapter 19 for defined terms.

$\mathbf Q$	Number and + class of all 807,181 *securities not quoted on ASX (including the + securities in		Performance Rights granted under CSL's Performance Rights Plan.
	section 2 if applicable)	615,840	Performance Options granted under CSL's Performance Rights Plan.
10	Dividend policy (in the case of a trust, distribution policy) on the .	as a result of the issue of shares.	CSL's present dividend policy is not changed

÷,

Part 2 - Pro rata issue

increased capital (interests)

$11\,$	holder security approval Is required?	Not applicable
12	Is the issue renounceable or non- renounceable?	Not applicable
13	Ratio in which the + securities will be offered	Not applicable
14	+ Class of + securities to which the offer relates	Not applicable
15	determine + Record date to entitlements	Not applicable
16	different Will holdings on registers (or subregisters) be calculating aggregated for entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Not applicable
18	Names of countries in which the entity has security holders who will not sent new offer - be documents Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	of Closing date for receipt acceptances or renunciations	Not applicable
20	Names of any underwriters	Not applicable

⁺ See chapter 19 for defined terms.

Amount of any underwriting fee | Not applicable $21$ or commission Names of any brokers to the Not applicable 22 issue Fee or commission payable to the $|$ Not applicable $23$ broker to the issue Amount of any handling fee $24$ Not applicable payable to brokers who lodge acceptances or renunciations on behalf of security holders If the issue is contingent on $25$ Not applicable security holders' approval, the date of the meeting Date entitlement and acceptance $26$ Not applicable form and offer documents will be sent to persons entitled If the entity has issued options, Not applicable $27$ and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders $28$ Date rights trading will begin (if $\vert$ Not applicable applicable) Date rights trading will end (if Not applicable $29$ applicable) How do security holders sell Not applicable 30 their entitlements in full through a broker? How do security holders sell part Not applicable $3¹$ of their entitlements through a broker and accept for the balance? How do security holders dispose Not applicable $3²$ of their entitlements (except by sale through a broker)? ⁺Issue date Not applicable 33

Appendix 3B Page 5

⁺ See chapter 19 for defined terms.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of ⁺securities $34$ (tick one)
• ⁺Securities described in Part 1 $(a)$ $\sqrt{ }$

$(b)$ All other ⁺securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

If the *securities are *equity securities, the names of the 20 largest holders of the 35 additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders

If the 'securities are 'equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000 100,001 and over

A copy of any trust deed for the additional +securities 37

Entities that have ticked box 34(b)

• $38$ Not applicable Number of ⁺securities for which ⁺quotation is sought
• ⁺Class of ⁺securities for which 39 quotation is sought

Not applicable

⁺ See chapter 19 for defined terms.

40	Do the + securities rank equally in $\parallel$ all respects from the + issue date with an existing + class of quoted *securities?	Not applicable
	If the additional + securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution interest or payment
41	Reason for request for quotation now	Not applicable
	Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion of another + security, clearly identify that other 'security)

Number and ⁺class of all $42$ ⁺securities quoted on ASX (including the ⁺securities in clause $38)$

Number	+ Class
Not applicable	Not applicable

Quotation agreement

• ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX $\mathbf{I}$ may quote the 'securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those +securities should not be granted +quotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

⁺ See chapter 19 for defined terms.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{3}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document is not available now, we will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

...Date: 4 June 2019 Company Secretary

Sign here:

Print name:

....................................... Fiona Mead

$\mathbf{m} = \mathbf{m} = \mathbf{m} = \mathbf{m} = \mathbf{m}$

⁺ See chapter 19 for defined terms.