CSL Ltd. — Capital/Financing Update 2021

Dec 13, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

CSL LIMITED

Announcement Type

New announcement

Date of this announcement

14/12/2021

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 9] intentionally omitted <==

An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CSL	ORDINARY FULLY PAID	2,747,253

+Record date

13/12/2021

Offer closing date

7/2/2022

+Issue date

14/2/2022

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CSL	ORDINARY FULLY PAID	23,076,924

Proposed +issue date 21/12/2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

CSL LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

99051588348

1.3 ASX issuer code

CSL

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

14/12/2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 9] intentionally omitted <==

An offer of +securities under a +securities purchase plan A placement or other type of issue

Proposed issue of securities

2 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

Proposed issue of securities

3 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

CSL : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

CSL : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 2,747,253

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 2,500

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

Proposed issue of securities

4 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Describe all the applicable parcels available for this offer in number of securities or dollar value

Under the SPP, eligible shareholders may each apply for SPP Shares in parcels valued at A$2,500, A$5,000, A$7,500, A$10,000, A$12,500, A$15,000, A$20,000, A$25,000 or A$30,000.

Offer price details

Has the offer price been determined? No

In what currency will the offer be made?

AUD - Australian Dollar

How and when will the offer price be determined?

The lower of: ¿the same price paid by institutional investors under the placement, and ¿a 2.0% discount to the VWAP of CSL shares traded during the 5 ASX trading days up to, and including, the SPP closing date (expected to be 7 Feb 2022)

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

CSL may, in its absolute discretion, undertake a scale-back which will be conducted having regard to shareholdings of eligible shareholders as at the SPP record date who applied for SPP Shares. This will ensure that, subject to the maximum application amount, participating shareholders will receive an amount of SPP Shares that: ¿at least maintains their percentage shareholding in CSL (Pro Rata Amount); or ¿is equivalent to the number of SPP Shares applied for if lower than their Pro Rata Amount.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

14/12/2021

4C.2 +Record date

13/12/2021

4C.3 Date on which offer documents will be made available to investors

21/12/2021

4C.4 Offer open date 21/12/2021

Proposed issue of securities

5 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

4C.5 Offer closing date

7/2/2022

4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 14/2/2022

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Standard share registry fees, settlement fees, legal and other external adviser fees and ASX administrative fees.

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue To pay for the acquisition of an asset

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

Proposed issue of securities

6 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer All countries other than Australia and New Zealand.

4F.3 URL on the entity's website where investors can download information about the proposed offer www.cslspp.com.au

4F.4 Any other information the entity wishes to provide about the proposed offer None

Proposed issue of securities

7 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description CSL : ORDINARY FULLY PAID Number of +securities proposed to be issued 23,076,924 Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 273.00000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Proposed issue of securities

8 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7C - Timetable

7C.1 Proposed +issue date

21/12/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

23,076,924 CSL fully paid ordinary shares, assuming an offer price of A$273.00, noting that the final Offer Price is to be determined via the bookbuild, commencing at A$273.00 per New Share.

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Merrill Lynch Equities (Australia) Limited (ACN 006 276 795) and Goldman Sachs Australia Pty Ltd (ACN 21 006 797 897) (together, the JLMs).

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

CSL has agreed to pay 0.20% of the total proceeds raised under the Placement to the JLMs as a management fee.

Proposed issue of securities

9 / 10

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

CSL may also pay to the JLMs, in its sole and absolute discretion, an incentive fee of up to 0.40% of the total proceeds raised under the Placement.

7E.2 Is the proposed issue to be underwritten? Yes

7E.2a Who are the underwriter(s)?

Merrill Lynch Equities (Australia) Limited (ACN 006 276 795) and Goldman Sachs Australia Pty Ltd (ACN 21 006 797 897).

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

The Placement is fully underwritten by the JLMs.

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

CSL has agreed to pay 0.60% of the total proceeds raised under the Placement to the JLMs as an underwriting fee.

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Refer to the summary of the Underwriting Agreement set out in Appendix C of the investor presentation lodged with the ASX on 14 December 2021.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Standard share registry fees, settlement fees, legal and other external adviser fees and ASX administrative fees.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To pay for the acquisition of an asset

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

None

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Proposed issue of securities

10 / 10