CSL : Investor Presentation CSL Swiss Tender Acquisition of Vifor

ersonal use only

CSL Limited

Tender Offer to Acquire 100% of Vifor Pharma Ltd

14 December, 2021

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Paul Perreault	Joy Linton
CEO and MD	CFO

ersonal use only

Important Notices and Disclaimer

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.

This investor presentation (Presentation) is dated 14 December 2021 and has been prepared and authorised by CSL Limited (ABN 99 051 588 348) (CSL). By accepting this Presentation, you represent and warrant that you are entitled to receive this Presentation in accordance with the restrictions and agree to be bound by the limitations contained within it.

This Presentation includes information about:

• CSL's proposed acquisition of Vifor Pharma Ltd. (Vifor Pharma); and
• CSL's proposed capital raising to partly fund the proposed acquisition of Vifor Pharma (Proposed Acquisition), comprising a fully underwritten institutional placement (Placement) of new fully paid ordinary shares in CSL (New Shares) and a non-underwritten offer of New Shares to eligible shareholders under a share purchase plan (SPP, and together with the Placement, the Offer).

SUMMARY INFORMATION

This Presentation contains summary information about CSL and its controlled entities (the Group) and the Group's activities which is current only as at the date of this Presentation (unless otherwise stated). The information in this Presentation is of a general nature and does not purport to be complete. This Presentation does not purport to contain all of the information that an investor should consider when making an investment decision nor does it contain all of the information that would be required to be included in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act 2001 (Cth) (the Corporations Act).

CSL's historical information in this Presentation is, or is based upon, information that has been released to the Australian Securities Exchange (ASX). This Presentation should be read in conjunction with CSL's other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au.

Certain information in this Presentation (including financial information - whether audited, unaudited, historical or anticipated) has been sourced from Vifor Pharma and its associates. While steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy. For more information, see "Reliance on information provided" in Appendix B: Key Risks in this Presentation. Certain market and industry data used in connection with this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither CSL nor its representatives have independently verified any such market or industry data provided by third parties or industry or general publications.

ROUNDING

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation.

NOT FINANCIAL PRODUCT ADVICE

This Presentation is for information purposes only and is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law (and will not be lodged with the Australian Securities and Investments Commission (ASIC)) or the law of any other jurisdiction. This Presentation is not financial product advice or investment advice nor a recommendation to acquire New Shares and has been prepared without taking into account the objectives, financial situation and particular needs of particular investors. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs, and seek appropriate advice, including financial, legal and taxation advice, appropriate to their jurisdiction. CSL is not licensed to provide financial product advice in respect of the New Shares.

FINANCIAL INFORMATION

All dollar values contained in this document are expressed in United States dollars unless otherwise stated or the context requires otherwise.

CSL prepares its financial information in accordance with the Corporations Act, Australian Accounting Standards (AAS), and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB).

This Presentation includes certain pro forma financial information to reflect the impact of the Proposed Acquisition and the Offer. The pro forma historical financial information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of CSL's views on its future financial position and/or performance or any scale benefits, synergies or opportunities that may be realised as a result of the Proposed Acquisition. The pro forma historical financial information has been prepared by CSL in accordance with the measurement and recognition requirements, but not disclosure requirements, prescribed by the AAS, and has not been subject to audit or review. The purchase price accounting for the Proposed Acquisition in this Presentation has been shown on an illustrative basis. CSL will undertake a formal fair value assessment of all of the tangible and intangible assets, liabilities and contingent liabilities of Vifor Pharma post-acquisition, which may give rise to different values to those used for the purposes of the pro forma financial information set out in this Presentation. The pro forma financial information included in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commissionor Article 3-05 of Regulation S-X .

Investors should be aware that certain financial measures included in this Presentation are "non-IFRS financial information" under ASIC Regulatory Guide 230: "Disclosing non-IFRS financial information" published by ASIC and also "non- GAAP financial measures" within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934 and are not recognised under the AAS or IFRS. The non-IFRS financial information and non-GAAP financial measures in this Presentation include EBITDA, EBIT, EBIT margin, net debt, free cash flow, gearing, leverage and net leverage. CSL believes the non-IFRS financial information and non-GAAP financial measures provide useful information to investors in measuring the financial performance and condition of its business. However, investors should note that the non-IFRS financial information and non-GAAP financial measures do not have standardised meanings prescribed by the AAS or IFRS. Therefore, the non-IFRS financial information is not a measure of financial performance, liquidity or value under the IFRS and may not be comparable to similarly titled measures presented by other entities, nor should the information be construed as an alternative to other financial measures determined in accordance with the AAS or IFRS. Investors are cautioned not to place undue reliance on any non-IFRS financial information or non-GAAP financial measures included in this Presentation.

FORWARD LOOKING STATEMENTS

This Presentation contains statements that constitute forward-looking statements. The forward-looking statements contained in this Presentation include statements regarding CSL's intent, belief or current expectations with respect to the timetable, conduct and outcome of the Offer and the use of Offer proceeds, statements about the Proposed Acquisition, statements about the plans, objectives and strategies of the management of CSL, statements about the industry and markets in which the Group operates, and statements about the future performance of the Group's business and its financial condition, future earnings, distributions and performance, indicative drivers and forecasted economic indicators. The words "anticipate", "believe", "expect", "estimate", "aim", "project", "forecast", "estimate", "risk", "likely", "intend", "outlook", "should", "could", "would", "may", "will", "continue", "plan", "probability", "indicative", "seek", "target", "plan" and other similar expressions are intended to identify forward-looking statements.

You are strongly cautioned not to place undue reliance on forward-looking statements, including in respect of CSL's future financial performance and outlook, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by COVID-19.

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Important Notices and Disclaimer (Cont'd)

Any such statements, opinions and estimates in this Presentation speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are provided as a general guide only. The forward-looking statements in this Presentation are not indications, guarantees or predictions of future performance and involve known and unknown risks (including (without limitation) the risks and uncertainties associated with CSL, the Group, the business of the Group, the Proposed Acquisition and the other risks set out in Appendix B: Key Risks to this Presentation), uncertainties and other factors, many of which are beyond the control of CSL, its officers, employees, agents and advisors, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct, and may cause actual results to differ materially from those expressed or implied in such statements. Forward-looking statements may also assume the success of CSL's business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond CSL's control, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statements may have been prepared or otherwise.

There can be no assurance that actual outcomes will not differ materially from these statements. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and their differences may be material. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements, including (without limitation) the risks and uncertainties associated with the ongoing impacts of COVID-19, the Australian, US, European and global economic environment and capital market conditions and other risk factors set out in this Presentation. Investors should consider the forward-looking statements contained in this Presentation in light of those risks and disclosures. The forward-looking statements are based on information available to CSL as at the date of this Presentation.

None of CSL, the underwriters for the Placement and lead managers for the Offer (Joint Lead Managers), or any other person, gives any representation, warranty or assurance, or guarantees that the occurrence of the events expressed or implied in any forward-looking statement will occur.

Each recipient of this Presentation should make its own enquiries and investigations regarding all information included in this Presentation, including the assumptions, uncertainties and contingencies that may affect CSL's future operations and the values and the impact that future outcomes may have on CSL.

To the maximum extent permitted by law, CSL, the Joint Lead Managers and each of their respective advisors, affiliates, related bodies corporate, directors, officers, partners, employees and agents (Extended Parties) disclaim any responsibility for the accuracy or completeness of any forward-looking statements whether as a result of new information, future events or results or otherwise. To the maximum extent permitted by law, each of CSL and the Joint Lead Managers and their respective Extended Parties disclaim any responsibility to update or revise any forward-looking statement to reflect any change in CSL's financial condition, status or affairs or any change in the events, conditions or circumstances on which a statement is based, except as required by Australian law.

PAST PERFORMANCE

Past performance and pro forma historical financial information in this Presentation is provided for illustrative purposes only and should not be relied upon and is not an indication of future performance, including future share price information. Historical information in this Presentation relating to CSL is information that has previously been released to the market. For further details on that historical information, please see past announcements released to the ASX.

INVESTMENT RISKS

An investment in CSL is subject to investment risks including possible loss of income and principal invested. CSL does not guarantee any particular rate of return or the performance of CSL. Recipients should read the risks set out in Appendix B: Key Risks to this Presentation for a non-exhaustive summary of the key risks that may affect CSL and its financial and operating performance.

NOT AN OFFER

This Presentation is not and should not be considered an offer or an invitation to acquire New Shares or any other financial products in any jurisdiction and does not and will not form any part of any contract for the acquisition of New Shares.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This Presentation may not be distributed or released in the United States. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States, or in any other jurisdiction in which such an offer would be unlawful. The New Shares to be offered and sold under the Offer have not been, and will not be, registered under the U.S. Securities Act of 1933 (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold to any person in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.

By accepting this Presentation you represent and warrant that you are entitled to receive such Presentation in accordance with the above restrictions and agree to be bound by the limitations contained herein.

The distribution of this Presentation (including an electronic copy) may be restricted by law in certain other countries. You should read the important information set out in Appendix D: International Offer Restrictions to this Presentation. Failure to comply with these restrictions may constitute a violation of applicable securities laws.

THE JOINT LEAD MANAGERS

Each Joint Lead Manager, together with its respective affiliates, is a full service securities firm and commercial bank engaged in various activities, which may include in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing, as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of corporations, governments and individuals for which they have received or may receive customary fees and expenses or other transaction consideration. In the course of these activities, the Joint Lead Managers and their respective affiliates may at any time for their own account and for the accounts of their clients make or hold investments in equity securities or other financial products of CSL or its affiliates, and receive customary fees and expenses or other transaction consideration in respect of such activities. In the course of these activities, the Joint Lead Managers and their respective affiliates may at any time for their own account and for the accounts of their clients make or hold investments in equity securities or other financial products of CSL or its affiliates, and receive customary fees and expenses or other transaction consideration in respect of such activities. The Joint Lead Managers are acting as joint lead managers and underwriters to the Placement for which they have received or expect to receive fees and reimbursement of expenses. One or more Joint Lead Managers or their respective affiliates may be or may become lenders to CSL or its related bodies corporate under certain loan facilities, and affiliates of one or more Joint Lead Managers may have or enter into derivative exposures involving CSL or its related bodies corporates, including exposures to hedge the interest rate or currency risk associated with the financing or making of the Proposed Acquisition. The Joint Lead Managers and their respective affiliates may receive fees, make profits or avoid losses and be reimbursed for expenses in connection with these activities. The Joint Lead Managers (and/or their respective affiliates) are underwriting the Placement only. The Joint Lead Managers are acting for and providing services to CSL in relation to the Offer and will not be acting for or providing services to CSL shareholders or creditors. Each of the Joint Lead Managers has been engaged solely as an independent contractor and is acting solely in a contractual relationship on an arm's length basis with CSL. The engagement of the Joint Lead Managers by CSL is not intended to create any agency or other relationship between the Joint Lead Managers and CSL shareholders or creditors.

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Important Notices and Disclaimer (Cont'd)

In connection with the Placement, one or more institutional investors may elect to acquire an economic interest in the New Shares (Economic Interest), instead of subscribing for or acquiring the legal or beneficial interest in those securities. A Joint Lead Manager (or its affiliates) may, for its own account, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire New Shares in connection with the writing of those derivative transactions in the Placement and/or the secondary market. As a result of those transactions, a Joint Lead Manager (and/or its affiliates) may be allocated, subscribe for or acquire New Shares or shares of CSL in the Placement and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those securities. These transactions may, together with other shares in CSL acquired by a Joint Lead Manager or its affiliates in connection with their ordinary course sales and trading, principal investing and other activities, result in that Joint Lead Manager or its affiliates disclosing a substantial holding and earning fees. A summary of the key terms of the underwriting agreement between CSL and the Joint Lead Managers is provided in Appendix C.

DISCLAIMER

While the information in this Presentation has been prepared in good faith and with reasonable care, no representation or warranty, express or implied, is made as to the accuracy, adequacy or reliability of any statements, estimate, opinions or other information contained in the Presentation. The information in this Presentation is subject to change without notice.

None of the Joint Lead Managers, or any of their or CSL's respective Extended Parties, have authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation and none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them.

To the maximum extent permitted by law, CSL, the Joint Lead Managers and their respective Extended Parties:

• expressly exclude and disclaim all liabilities (including, without limitation, liability for negligence) in respect of any direct or indirect expenses, losses, damages or costs incurred as a result of participation in the Offer, or failure to participate in, or the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise; and
• make no representation or warranty, express or implied, as to the fairness, currency, accuracy, reliability or completeness of information, opinions and conclusions in this Presentation and take no responsibility for any part of this Presentation. No person is authorised to give any information or make any representation in connection with the Offer that is not contained in this Presentation. Any information or representation not contained in this Presentation may not be relied on as having been authorised by CSL in connection with the Offer. The Joint Lead Managers and their respective Extended Parties take no responsibility for any information in this Presentation, for any action taken by you on the basis of such information or for the Offer and make no recommendations as to whether any person should participate in the Offer nor do they make any representations or warranties concerning the Offer or any such information, and they disclaim any fiduciary relationship between them and the recipients of this Presentation, or any duty to the recipients of this Presentation or participants in the Offer.

You represent, warrant and agree that you have not relied on any statements made by a Joint Lead Manager or any of its Extended Parties in relation to the New Shares or the Offer generally and you further expressly disclaim that you are in a fiduciary relationship with any of them. To the maximum extent permitted by law, you agree to release and indemnify the Joint Lead Managers and their respective Extended Parties from and against all claims, losses, liabilities, expenses, costs, actions, damages, remedies or other matters, whether in tort, contract or under law or otherwise, arising from or which may arise from or in connection with the provision of, or any purported reliance on, this Presentation and you covenant that no claim or allegations will be made against the Joint Lead Managers or their respective Extended Parties in relation to this Presentation.

This Presentation is not an offer or invitation for subscription or purchase of or a recommendation of securities. It does not take into account the investment objectives, financial situation and particular needs of the investor. Before making an investment in CSL, the investor or prospective investor should consider whether such an investment is appropriate to their particular investment needs, objectives and financial circumstances and consult an investment adviser if necessary.

Information, including forecast financial information, in this presentation should not be considered as a recommendation in relation to holding, purchasing or selling shares, securities or other instruments in CSL or any other entity. Due care and attention has been used in the preparation of forecast information. However, actual results may vary from forecasts and any variation may be materially positive or negative. Forecasts by their very nature are subject to uncertainty and contingencies, many of which are outside the control of CSL. Past performance is not a reliable indication of future performance.

You acknowledge and agree that determination of eligibility of investments for the purposes of the Placement and SPP is determined by reference to a number of matters, including legal requirements and the discretion of CSL and the Joint Lead Managers and each of CSL, the Joint Lead Managers and their respective Extended Parties disclaim any duty or liability (including for negligence) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law.

You acknowledge and agree that your existing holding will be estimated by reference to CSL's beneficial register on 13 December 2021 which shows historical holdings as at that date and is not up to date. There will be no verification or reconciliation of the holdings as shown in the historical beneficial register and accordingly this may not truly reflect your actual holding. CSL and the Joint Lead Managers do not have any obligation to reconcile assumed holdings (eg, for recent trading or swap positions) when determining allocations nor do they have any obligation to allocate pro rata on the basis of existing shareholdings. If you do not reside in a permitted offer jurisdiction you will not be able to participate in the Placement. Each of CSL, the Joint Lead Managers and their respective Extended Parties disclaim any duty or liability (including for negligence) in respect of the determination of your allocation using your assumed holdings.

You further acknowledge and agree that allocations are at the sole discretion of CSL and/or the Joint Lead Managers. Each of CSL, the Joint Lead Managers and their respective Extended Parties disclaim any duty or liability (including for negligence) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law. Furthermore, CSL and the Joint Lead Managers reserve the right to change the timetable in their absolute discretion including by closing the Placement bookbuild early or extending the Placement bookbuild closing time (generally or for particular investor(s)) in their absolute discretion (but have no obligation to do so), without recourse to them or notice to you. Furthermore, communications that a transaction is "covered" (i.e. aggregate demand indications exceed the amount of the shares offered) are not an assurance that the transaction will be fully distributed.

WITHDRAWAL AND COOLING-OFF

CSL reserves the right to withdraw or vary the timetable for the Offer without notice. Cooling off rights do not apply to an investment in New Shares.

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Transaction Highlights

ersonal use only

Expands CSL's leadership across an attractive portfolio focused on Renal Disease and Iron Deficiency

Complements CSL's existing therapeutic focus areas and high quality pipeline

CSL's global reach, R&D capabilities and resources augment the delivery of Vifor Pharma's products to patients

Expected to be low-to-mid teens NPATA per share accretive in the first full year of CSL ownership1, including full run rate cost synergies2

Acquisition consideration3 of US$12.3 billion / A$17.2 billion funded via US$4.5 billion / A$6.3 billion underwritten Placement4, US$6.0 billion / A$8.4 billion new debt and existing cash / undrawn facilities

CSL confirms FY22 NPAT guidance of c. US$2,150 million - US$2,250 million @ CC5

Note: USD converted to AUD at spot FX of 1.406 and CHF converted to USD at spot FX of 1.083 as at 13 December 2021.

1. NPATA per share reflects net profit after tax excluding amortisation (post-tax) and excludes one-off transaction costs and integration costs. The Transaction is also expected to be immediately EPS accretive in the first full year of CSL ownership (expected to be FY23) on an EPS reported basis including the amortisation of intangibles recognised as a result of the acquisition based on a preliminary estimate of purchase price accounting.
2. Full run rate annual pre-tax cost synergies of US$75 million expected to phase in over three years post acquisition close.

5			3.	Total acquisition consideration based on offer price of US$179.25 per share, fully diluted shares on issue of 65 million, and debt of CHF 540 million. Excludes transaction costs.
		4.	CSL will also undertake a non-underwritten Share Purchase Plan ("SPP") to eligible CSL shareholders. The SPP is targeting to raise up to A$750 million.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES	5.	Constant Currency (CC) removes the impact of exchange rate movements to facilitate comparability. Refer to the analyst presentation regarding CSL's annual financial results for the
				financial year ended 30 June 2021 lodged with the ASX on 18 August 2021 for further information regarding constant currency calculations.