CSL Ltd. — Regulatory Filings 2012

May 7, 2012

A3 Change - ultimate holding company

Form 484 Corporations Act 2001

Change to company details

Sections A, B or C may be lodged independently with this signed cover page to notify ASIC of:

Suburb/City

Melbourne

• A1 Change of address A2 Change of name – officeholders and proprietary
  company members
• B1 Cease company officeholder B2 Appoint company officeholder B3 Special purpose company
• C1 Cancellation of shares
• C2 Issue of shares C3 Change to share structure
• $C4$ Changes to the register of members for proprietary
  companies

If there is insufficient space in any section of the form, you may photocopy the relevant page(s) and submit as part of this lodgement

	Company name
Company details	CSL Limited
	ACN/ABN
	051 588 348
Refer to guide for information about corporate key	Corporate key
	Who should ASIC contact if there is a query about this form?
Lodgement details	ASIC registered agent number (if applicable)
An image of this form will be available	2552 - Melbourne
as part of the public register.	Firm/organisation
	Allens Arthur Robinson
	Contact name/position description	Telephone number (during business hours)
	Cameron Price/Partner	(03) 9614 1011
	Email address (optional)
	Postal address
	GPO BOX 1776Q

Signature

This form must be signed by a current officeholder of the company.

I certify that the information in this cover sheet and the attached sections of this form are true and complete.

State/Territory

Victoria

John Levy
Capacity
Director
Company secretary
Signature
Date signed
5 8 0 $\overline{2}$ n и

Lodgement

Send completed and signed forms to: Australian Securities and Investments Commission, PO Box 4000, Gippsland Mail Centre VIC 3841.

For help or more information Telephone 1300 300 630 Email info.enquiries@asic.gov.au Web www.asic.gov.au

Postcode

3001

Or lodge the form electronically by visiting the ASIC website www.asic.gov.au

Section C completion guide

Standard share codes
Refer to the following table for the
share class codes for sections C1, C2,
C3 and C4

Share class code	Full title	Share class code	Full title
Α	A	PRF	preference
B	B etc	CUMP	cumulative preference
EMP	employee's	NCP	non-cumulative preference
FOU	founder's	REDP	redeemable preference
LG	life governor's	NRP	non-redeemable preference
MAN	management	CRP	cumulative redeemable preference
ORD	ordinary	NCRP	non-cumulative redeemable preference
RED	redeemable	PARP	participative preference
SPE	special
code			If you are using the standard share class codes you do not need to provide a full title for the shares, just the share class

If you are not using the standard share class code, enter a code of no more than 4 letters and then show the full title.

Sections to complete

Use the table below to identify the sections of this form to complete (please indicate the sections that have been completed). Completion of this table is optional.

		C1-Cancellation of shares	C 2 – Issue of shares	C3 - Change to share structure table	$C4 - Change to$ members register
	Issue of shares
	Proprietary company	Not required	$\checkmark$	✓	✓
	Public company
	if in response to the Annual company statement	Not required		✓	Not required
$\times$	if not in response to the Annual company statement Not required		✓	$\sqrt{P}$ Preferred	Not required
	Cancellation of shares
	Proprietary company	$\checkmark$	Not required	✓	✓
	Public company
	if in response to the Annual company statement		Not required	✓	Not required
×	if not in response to the Annual company statement $\checkmark$		Not required	$\sqrt{}$ Preferred	Not required
	Transfer of shares
	Proprietary company	Not required	Not required	Not required	✓
	Public company
	if in response to the Annual company statement	Not required	Not required	Not required	Not required
	if not in response to the Annual company statement Not required		Not required	Not required	Not required
	Changes to amounts paid
	Proprietary company	Not required	Not required	✓	✓
	Public company
	if in response to the Annual company statement	Not required	Not required	✓	Not required
	if not in response to the Annual company statement Not required		Not required	Not required	Not required
	Changes to beneficial ownership
	Proprietary company	Not required	Not required	Not required	✓
	Public company
	if in response to the Annual company statement	Not required	Not required	Not required	Not required
	if not in response to the Annual company statement Not required		Not required	Not required	Not required

To notify ASIC about a division or conversion of a class of shares, you must lodge a Form 211 within 28 days of the change occurring. To notify ASIC about a conversion of shares into larger or smaller numbers, you must lodge a Form 2205B within 28 days of the change occurring.

C1 Cancellation of shares

Reason for cancellation Please indicate the reason that shares have been cancelled (select one or more boxes)	Redeemable preference shares - S.254J Redeemed out of profits Redeemed out of proceeds of a fresh issue of shares
	Capital reduction - S.256A - S.256E Single shareholder company Multiple shareholder company. A Form 2560 must be lodged before a capital reduction takes place
	Share buy-back $-$ ss.257H(3) Minimum holding buy-back by listed company Other buy-back type. A form 280 or 281 must be lodged at least 14 days, and X no more than 1 year before the share buy-back can take place
	Forfeited shares - S.258D Shares returned to a public company - ss.258E(2) & (3) Under section 651C, 724(2), 737 or 738 Under section 1325A (court order)
	Other Description Give section reference

Details of cancelled shares

List the details of shares cancelled in the following table

Share class code	Number of shares cancelled	Amount paid (cash or otherwise)
ORD	550.096	\$20,413,993.95
	These shares were cancelled during the period 25 April to 3 May 2012

Earliest date of change

Please indicate the earliest date that any of the above changes occurred.
---------------------------------------------------------------------------	--

C₂ Issue of shares

List details of new share issues in the following table.

Share class code	Number of shares issued	Amount paid per share	Amount unpaid per share
ORD	6,818	NIL	NIL
ORD	3.408	\$17.48	NIL
ORD	13,020	\$35.46	NIL
Earliest date of change
	Please indicate the earliest date that any of the above changes occurred

		2 3 1 0 4 1 1 2
	ſМ	M1

If shares were issued for other than cash, were some or all of the shares issued under a written contract?

- I ı
-------------

if yes, proprietary companies must also lodge a Form 207Z certifying that all stamp duties have been paid. Public companies must also lodge a Form 207Z and either a Form 208 or a copy of the contract.

No

if no, proprietary companies are not required to provide any further documents with this form. Public companies must also lodge a Form 208.

C3 Change to share structure

Where a change to the share structure table has occurred (eg. as a result of the issue or cancellation of shares), please show the updated details for the share classes affected. Details of share classes and affected by th

Share class code	Full title if not standard	Total number of shares (current after changes)	Total amount paid on these shares	Total amount unpaid on these shares
ORD		511,690,925	\$(197, 503, 968.92)	NIL
		(as at 3 May 2012)	Comprising share capital account of \$0 and share buy back reserve of \$197,503,968.92
Earliest date of change
$\overline{2}$ 3	Please indicate the earliest date that any of the above changes occurred $\overline{2}$

Lodgement details

Is this document being lodged to update the Annual Company Statement that was sent to you?

$\boxtimes$ No

C4 Changes to the register of members for proprietary companies

• Use this section to notify changes to the register of members for your proprietary company (changes to the shareholdings of members):
  • If there are 20 members or less in a share class, all changes need to be notified
  • If the share class and with whom the shares are jointly owned

The changes apply to	Please indicate the name and address of the member whose shareholding		Family name			Given names
has changed		OR
			Company name
			ACN/ARBN/ABN
			Office, unit, level, or PO Box number
			Street number and Street name
		Suburb/City					State/Territory
			Postcode Country (if not Australia)
Earliest date of change
	Please indicate the earliest date that any of the following changes occurred.		Date of change
The changes are		[D	$D$ ] [M M 1	Y IY
held.	Beneficially held usually means that the owner of the shares is entitled to the direct benefit from the shares. For example, benefits could include the							entitlements to payments in relation to any dividends. Shares held by a person as trustee, nominee or on account of another person are non-beneficially
Share class code	Shares increased by (number)	Shares decreased by $\dots$ (number)	Total number now held	Total \$ paid on these shares	Total \$ unpaid on these shares	Fully paid (y/n)	Beneficially held (y/n)	Top 20 member (y/n)

Date of entry
[M ſD D1 ΓV M)

C4 Continued... Further changes to the register of members for proprietary companies

Use this section to notify changes to the register of members for your proprietary company (changes to the shareholdings of members):

If there are 20 members or less in a share class, all changes need to be notified

• If there are more than 20 members in a share class, only changes to the top twenty need be notified (s178B) $\ddot{\bullet}$
• If shares are jointly owned, you must also provide names and addresses of all joint owners on a separate sheet (annexure), clearly indicating $\ddot{\phantom{0}}$ the share class and with whom the shares are jointly owned

The changes apply to Please indicate the name and address of the member whose shareholding	Family name			Given names
has changed	OR Company name
	ACN/ARBN/ABN
	Office, unit, level, or PO Box number
		Street number and Street name
	Suburb/City Postcode Country (if not Australia)			State/Territory
Earliest date of change Please indicate the earliest date that any of the following changes occurred.	Date of change [D] D] [M M]	Y IY
The changes are
Share class Shares Shares code increased by $\ldots$ (number) (number)	Total number decreased by now held	Total \$ paid on these shares	Total \$ unpaid on these shares	Fully paid (y/n)	Beneficially held (y/n)	Top 20 member (y/n)

(New members only)

	Date of entry
D	٦	M1