CSL Ltd. — Share Issue/Capital Change 2017

Mar 28, 2017

Australian Securities & Investments Commission

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:

A1 Change of address

A2 Change of name – officeholders and proprietary company members

A3 Change – ultimate holding company

B1 Cease company officeholder C1 Cancellation of shares B2 Appoint company officeholder C2 Issue of shares B3 Special purpose company C3 Change to share structure

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 details Refer to guide for information about corporate key		Companyname	Companyname	Companyname
		CSL Limited
		ACN/ABN
		051 588 348
		Corporate key
Lodgement details An image of this form will be available as part of the public register.		Who should ASIC contact if there is aquery about this form?
		ASIC registered agent number (if applicable)
		2552 - Melbourne
		Firm/organisation
		Allens
		Contact name/position description Telephone number (during business hours)
		Robert Pick/Partner		(03) 9614 1011
		Email address (optional)
		Postal address
		GPO BOX 1776
		Suburb/City State/Territory Postcode
		Melbourne			Victoria		3001

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.	I certify that the information in this cover sheet and the attached sections of this form are true and complete.	I certify that the information in this cover sheet and the attached sections of this form are true and complete.	I certify that the information in this cover sheet and the attached sections of this form are true and complete.	I certify that the information in this cover sheet and the attached sections of this form are true and complete.	I certify that the information in this cover sheet and the attached sections of this form are true and complete.	I certify that the information in this cover sheet and the attached sections of this form are true and complete.	I certify that the information in this cover sheet and the attached sections of this form are true and complete.	I certify that the information in this cover sheet and the attached sections of this form are true and complete.	I certify that the information in this cover sheet and the attached sections of this form are true and complete.	I certify that the information in this cover sheet and the attached sections of this form are true and complete.	I certify that the information in this cover sheet and the attached sections of this form are true and complete.	I certify that the information in this cover sheet and the attached sections of this form are true and complete.
		Name
		Bruce Brook
		Capacity
		Director
		Company secretary
		Signature
		Date signed
		2		9	/	0		3	/	1		7
		[D D] [M M] [Y Y]
Lodgement	Send completed and signed forms to: Australian Securities and Investments Commission, PO Box 4000, Gippsland Mail Centre VIC 3841. Or lodge the form electronically by visiting the ASIC website www.asic.gov.au For help or more information Telephone 1300 300 630 Email info.enquiries@asic.gov.au Web www.asic.gov.au

ASIC Form 484 mrtm A0130730722v41 305447175

Cover page

1 July 2010

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
	A 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
	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
	code
	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 C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register	C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register	C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register	C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register	C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register	C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register	C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register	C1 – Cancellation of shares C2 – Issue of shares C3 – Change to share structure table C4 – Change to members register
	Issue of shares
		Proprietary company			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	Not required		 Preferred	Not required
	Cancellation of shares
		Proprietary company				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		Not required	 Preferred	Not required
	Transfer of shares
		Proprietary company			Not required	Not required	Not required	
	Public company
					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
					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.

ASIC Form 484 mrtm A0130730722v41 305447175

Section C Page 1 of 5

1 July 2010

C1 Cancellation of shares

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----- Start of picture text -----

Reason for cancellation Redeemable preference shares – S.254J
Please indicate the reason that shares
have been cancelled (select one or Redeemed out of profits
more boxes)
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
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 485,340 59,743,914.85
Earliest date of change
Please indicate the earliest date that any of the above changes occurred.
0 6 / 0 3 / 1 7
[D D] [M M] [Y Y]
----- End of picture text -----

ASIC Form 484 mrtm A0130730722v41 305447175

Section C Page 2 of 5

1 July 2010

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	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share	Share class code Number of shares issued Amount paid per share Amount unpaid per share
	ORD								3,550				NIL	NIL
	ORD								10,829				NIL	NIL
	ORD								3,390				Nil	NIL
	ORD								9				$92.46	NIL
	These shares were issued between 6 March 2017 – 24 March 2017
	Earliest date of change
	Please indicate the earliest date that any of the above changes occurred
	0		6	/	0		3	/	1		7
	[D D] [M M] [Y Y]

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

Yes 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 not affected by the change are not required here.

	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	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	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	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	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	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	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	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	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	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	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	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	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	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	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	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	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	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	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
	class code
	ORD															454,711,772	($4,429,201,808.23)	NIL
																	Comprising share
																	capital account of $0
																(as at 28 March
																	and share buy back
																2017)
																	reserve of
																	$4,429,201,808.23
	Earliest date of change
	Please indicate the earliest date that											any of the above changes occurred
	0		6	/	0		3	/	1		7
	[D D] [M M] [Y Y]
Lodgement details													Is this document being lodged to update the Annual Company Statement that was sent to you?
															Yes
													No

ASIC Form 484 mrtm A0130730722v41 305447175

Section C Page 3 of 5

1 July 2010

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 there are more than 20 members in a share class, only changes to the top twenty need be notified (s178B)

• If shares are jointly owned, you must also provide names and addresses of all joint owners on a separate sheet (annexure), clearly indicating the share class and with whom the shares are jointly owned

The changes apply to					Family name													Given names
Please indicate the name and address
of the member whose shareholding
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		Date of change
of the following changes occurred.						/					/
		[D			D]			[M		M]		[Y		Y]

	The changes are	The changes are	The changes are	The changes are
	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
	held.
	Share class			Shares		Shares					Total number							Total $ paid				Total $ unpaid		Fully paid		Beneficially	Top 20
	code			increased by		decreased by					now held							on these				on these		(y/n)		held (y/n)	member (y/n)
				…(number)		…(number)												shares				shares
Date of entry of member's name register					in			Date of entry
(New members only)												/					/
								[D		D]			[M		M]			[Y		Y]

ASIC Form 484 mrtm A0130730722v41 305447175

Section C Page 4 of 5

1 July 2010

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)

• If shares are jointly owned, you must also provide names and addresses of all joint owners on a separate sheet (annexure), clearly indicating 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 has changed Earliest date of change Please indicate the earliest date that any of the following changes occurred.	The changes apply to Please indicate the name and address of the member whose shareholding has changed Earliest date of change Please indicate the earliest date that any of the following changes occurred.	The changes apply to Please indicate the name and address of the member whose shareholding has changed Earliest date of change Please indicate the earliest date that any of the following changes occurred.	The changes apply to Please indicate the name and address of the member whose shareholding has changed Earliest date of change Please indicate the earliest date that any of the following changes occurred.
					Family name Given names
					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)
					Date of change
									/				/
					[D D] [M M] [Y Y]
The changes are
Share class code Shares increased by …(number) Shares decreased by …(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 of member's name in register (New members only)					Date of entry
									/				/
					[D D] [M M] [Y Y]

ASIC Form 484 mrtm A0130730722v41 305447175

Section C Page 5 of 5

1 July 2010