CSL Ltd. — Share Issue/Capital Change 2019

Mar 11, 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

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

104,060

Principal $terms$ of the $\overline{3}$ *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?	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 Оľ interest payment
5.	Issue price or consideration	Performance Rights Plan (PRP) 2014 - 1,309, 2017 - 1,309, 2018 - 3,249 and 2019 - 306 rights all at nil price. Global Employee Share Plan (GESP) - 97,887 shares at an issue price of \$160.69 $=$ \$15,729,462.03.
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. Issued to employees under GESP, most recently approved by shareholders 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

ğ.

⁺ See chapter 19 for defined terms.

• 6_b The date the security holder resolution under rule 7.1A was passed
• 6с Number of ⁺securities issued without security holder approval under rule 7.1
• $6d$ 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
• 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.
• If +securities were issued under | 6h $7.1A$ $\operatorname{non-cash}$ rule for consideration, state date on which valuation of consideration was released 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
• ⁺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.

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

18 February 2019 - 8 March 2019

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

• 8 Number and ⁺class of a *securities quoted on AS (including the ⁺securities in section 2 if applicable)
• Number and ⁺class of al 9 ⁺securities not quoted on AS) (including the ⁺securities in section 2 if applicable)

	Number	+ Class
11 X n	453,094,772	Ordinary shares
	Number	+ Class
11 X	832,434	Performance Rights granted under CSL's
n		Performance Rights Plan.

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

CSL's present dividend policy is not changed as a result of the issue of shares.

Performance Options granted under CSL's Performance Rights Plan.

Part 2 - Pro rata issue

10

11	holder security Is required?	approval 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 1	+ Record to determine date entitlements	Not applicable
16	Will different holdings on registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Not applicable

634,433

⁺ See chapter 19 for defined terms.

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 receipt of acceptances or renunciations	Not applicable
20	Names of any underwriters	Not applicable
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 or renunciations on behalf of 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 participate to 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

L

$\overline{\chi}_2$

⁺ See chapter 19 for defined terms.

• How do security holders sell part $3¹$ of their entitlements through a broker and accept for the balance?
• How do security holders dispose | $32$ of their entitlements (except by sale through a broker)?

⁺Issue date 33

Not applicable

Not applicable

Not applicable

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)

$(b)$

35

$(a)$ ⁺Securities described in Part 1 $\sqrt{ }$

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 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)

⁺ See chapter 19 for defined terms.

38	Number of + securities for which + quotation is sought	Not applicable
39	+ Class of + securities for which quotation is sought	Not applicable
40	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	Not applicable
	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 Or interest payment
41	Reason for request for quotation $\mathbf{n}$ ow	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	+ Class
4 2	Number and + class of all + securities quoted ASX on (including the + securities in clause 38)	Not applicable	Not applicable
Quotation agreement

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

⁺ See chapter 19 for defined terms.

• 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 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: 12 March 2019

Sign here:

Company Secretary

.......................................

Print name:

Fiona Mead

$\qquad \qquad =\qquad \qquad \qquad =\qquad \qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \qquad =\qquad \$

⁺ See chapter 19 for defined terms.