CSL Ltd. — Capital/Financing Update 2019

Feb 18, 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).

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

Ordinary shares

26,161

• Number of ⁺securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued
• 3 Principal terms of the ⁺securities (e.g. if options, exercise price and expiry date; if 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

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted + securities? If the additional + securities do not rank equally, please state: the date from which they do ۰ the extent to which they ٠ participate for the next dividend, (in the case of a trust, distribution) interest or payment the extent to which they do not ۰ rank equally, other than in relation to the next dividend, distribution or interest payment	Yes
5	Issue price or consideration	Performance Rights Plan (PRP) 2012 16,496 and 2014 - 9,665 rights all at nil price.
6	Purpose of the issue (If issued as consideration for the acquisition $\circ$ f 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).
6a	Is the entity an + eligible entity that obtained has 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	date the security holder The resolution under rule 7.1A was passed	Not applicable
6c	Number of + securities issued without security holder approval under rule 7.1	Not applicable
6d	Number of + securities issued with security holder approval under rule 7.1A	Not applicable

$\alpha$

⁺ See chapter 19 for defined terms.

Number of ⁺securities issued with 6e 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
• If ⁺securities issued under rule $6g$ 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.
• $6_h$ If ⁺securities were issued under rule $7.1A$ for non-cash consideration, state date on which valuation of consideration was released $\mathsf{to}$ ASX Market Announcements

$6i$ Calculate the entity's remaining issue capacity under rule 7.1 and rule $7.1A$ – complete Annexure 1 and release to ASX Market Announcements

$7\phantom{.0}$ ⁺Issue dates

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

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

28 January 2019 - 15 February 2019 Number ⁺Class 452,990,712 Ordinary shares

⁺ See chapter 19 for defined terms.

$\overline{9}$ Number and ⁺class of all ⁺securities not quoted on ASX (including the ⁺securities in section 2 if applicable)

Number	+ Class
838,607	Performance Rights
	granted under CSL's
	Performance Rights Plan.
634,433
	Performance Options
	granted under CSL's
	Performance Rights Plan.

$10$ trust, distribution policy) on the increased capital (interests)

Dividend policy (in the case of a $\sqrt{\text{CSL/s}}$ present dividend policy is not changed as a result of the issue of shares.

Part 2 - Pro rata issue

11	Is security holder approval 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	+ Record date determine to entitlements	Not applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating 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 be sent new offer documents
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for of receipt acceptances or renunciations	Not applicable
20	Names of any underwriters	Not applicable

⁺ See chapter 19 for defined terms.

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

Part 3 - Quotation of securities

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

Appendix 3B Page 5

⁺ See chapter 19 for defined terms.

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

٠	٦ I

37

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

36	If the $\pm$ securities are $\pm$ equity securities, a distribution schedule of the additional $\pm$ 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

Entities that have ticked box 34(b)

38 Number of ⁺securities for which ⁺quotation is sought

Not applicable

39 ⁺Class of ⁺securities for which quotation is sought

Not applicable

⁺ See chapter 19 for defined terms.

40 Do the ⁺securities rank equally in all Not applicable respects from the ⁺issue date with an existing ⁺class of quoted ⁺securities?

If the additional ⁺securities do not rank equally, please state:

• the date from which they do $\bullet$
• 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 $\bullet$ rank equally, other than in relation to the next dividend. distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another ⁺security, clearly identify that other ⁺security)

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

Number	+ Class
Not applicable	Not applicable

Quotation agreement

• $\mathbf{1}$ ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX may quote the ⁺securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• 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.

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

Not applicable

⁺ See chapter 19 for defined terms.

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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any 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: 19 February 2019 Company Secretary

Sign here:

Print name: ....................................... Fiona Mead $\equiv \equiv \equiv \equiv \equiv \equiv \equiv \equiv \equiv$

$+$ See chapter 19 for defined terms.