Commonwealth Bank of Australia : CommBank PERLS XIV Capital Notes - Prospectus

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CommBank PERLS XIV Capital Notes Prospectus

NOT FOR DISTRIBUTION IN THE UNITED STATES

Tuesday, 1 March 2022 SYDNEY: Commonwealth Bank of Australia (CBA) today lodged with the Australian Securities and Investment Commission a prospectus (Prospectus) regarding its offer of CommBank PERLS XIV Capital Notes (PERLS XIV). A copy of the Prospectus is attached.

Important information

Investments in PERLS XIV are an investment in CBA and may be affected by the ongoing performance, financial position and solvency of CBA. They are not deposit liabilities or protected accounts of CBA under the Banking Act 1959 (Cth) and are not guaranteed or insured by any Australian government, government agency or compensation scheme. The information provided in this announcement is not investment advice and has not been prepared taking into account your investment objectives, financial situation or particular needs (including financial and taxation considerations). If you have any questions, you should seek advice from your financial or other professional advisor before deciding to invest in PERLS XIV.

The offering of securities referred to in this release is open only to investors that are in Australia, and accordingly, this release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended). This information, the Prospectus or any other material relating to the Offer is not for distribution in the United States.

The release of this announcement was authorised by the Board.

Danny John	Melanie Kirk
Media Relations	Investor Relations
02 9118 6919	02 9118 7113
[e-mail]	[e-mail]

1 Commonwealth Bank of Australia | Media Release 035/2022 | ACN 123 123 124 Ground Floor Tower 1, 201 Sussex Street, Sydney NSW 2000

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Prospectus and PERLS IX Reinvestment Offer Information

CommBank

PERLS XIV

Capital Notes

Commonwealth Bank of Australia

ABN 48 123 123 124

Issuer Commonwealth Bank of Australia ABN 48 123 123 124 Date of Prospectus: 1 March 2022

Arranger Commonwealth Bank of Australia

Joint Lead Managers

Commonwealth Bank of Australia

ANZ Securities Limited

Bell Potter Securities Limited

Morgans Financial Limited

National Australia Bank Limited

Ord Minnett Limited

Shaw and Partners Limited

UBS AG, Australia Branch

Westpac Institutional Bank

Investments in CommBank PERLS XIV Capital Notes are an investment in CBA and may be affected by the ongoing performance, financial position and solvency of CBA.

They are not deposit liabilities or protected accounts of CBA under the Banking Act 1959 (Cth).

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Important Notices

For personal use only

Prospectus

This Prospectus relates to the offer by the Commonwealth Bank of Australia ABN 48 123 123 124 ("CBA") of CommBank PERLS XIV Capital Notes ("PERLS XIV") in Australia to raise A$750 million, with the ability to raise more or less ("Offer").

This Prospectus is dated 1 March 2022 and a copy was lodged with the Australian Securities and Investments Commission ("ASIC") on this date. This Prospectus will expire 13 months after the date of this Prospectus and no PERLS XIV will then be issued on the basis of this Prospectus.

ASIC and ASX Limited ("ASX") take no responsibility for the contents of this Prospectus or for the merits of investing in PERLS XIV.

This Prospectus does not provide information in relation to the credit ratings of CBA or PERLS XIV as the companies which provide ratings in relation to CBA may only disclose this information to certain investors under the terms of their Australian Financial Services Licences.

Exposure Period

Under the Corporations Act 2001 (Cth) ("Corporations Act"), CBA must not process Applications in the seven day period after this Prospectus was lodged with ASIC ("Exposure Period"). The Exposure Period may be extended by ASIC by up to a further seven days. The purpose of the Exposure Period is to enable market participants to examine the Prospectus prior to the raising of funds. No applications received during the Exposure Period will be accepted until after it has expired.

Documents relevant to the Offer

In addition to this Prospectus, the following documents are relevant to the Offer and can be obtained from the Investor Centre at commbank.com.au/perls:

• the full terms of PERLS XIV (see Appendix A to this Prospectus);
• the Deed Poll (see Section 6.2 "Other documents relevant to the Offer"); and
• the Constitution (see Section 6.2 "Other documents relevant to the Offer."); and
• the Target Market Determination ("TMD").

In addition to reading this Prospectus in full, it is important that you read these documents in full before deciding to invest in PERLS XIV.

Status of PERLS XIV

PERLS XIV are subordinated1, unsecured notes, issued by CBA.

Investments in PERLS XIV are an investment in CBA and may be affected by the ongoing performance, financial position and solvency of CBA. Investments in PERLS XIV are not deposit liabilities or protected accounts of CBA under the Banking Act and are not guaranteed or insured by any Australian government, government agency or compensation scheme.

Investments in securities such as PERLS XIV are subject to risks which could affect their performance, including loss of investment and income. CBA does not guarantee the market price of PERLS XIV or any particular rate of return.

Information about the risks of investing in PERLS XIV is detailed in Section 5 "Risks of CommBank PERLS XIV Capital Notes".

No representations other than in this Prospectus

No person is authorised to provide any information or to make any representation in connection with the Offer that is not contained in this Prospectus, and you may not rely on any such information as having been authorised by CBA.

Past performance information

The financial information provided in this Prospectus is for information purposes only and is not a forecast of future performance. Past performance and trends should not be relied upon as being indicative of future performance and trends.

Prospectus does not provide investment advice

The information provided in this Prospectus is not investment advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation considerations). It is important that you read this Prospectus in full before deciding to invest in PERLS XIV and consider the risks that could affect an investment in PERLS XIV.

From October 2021, new Corporations Act provisions which were introduced by the Treasury Laws Amendment (Design and Distribution Obligations and Product Intervention Powers) Act 2019 (the "PDDO Provisions") require issuers to ensure investors are at the centre of their approach when designing and distributing financial products. The PDDO Provisions require CBA to create a TMD to describe the cohort of investors to whom PERLS XIV are targeted, and conditions around how PERLS XIV are distributed to help ensure that persons who invest are or are likely to be within the target market. CBA has created a TMD, a copy of which is available from the Investor Centre.

This Prospectus also contains information in relation to (amongst other things) the Reinvestment Offer. Neither CBA nor any other person is providing any investment advice or making any recommendation to Eligible PERLS IX Holders in respect of the Reinvestment Offer.

If you have any questions, you should seek advice from your financial or other professional adviser before deciding to invest in

PERLS XIV.

Obtaining a Prospectus

This Prospectus can be obtained electronically from the Investor Centre at commbank.com.au/perls or from your Syndicate Broker. If you access an electronic copy of this Prospectus, the following conditions apply:

• the Prospectus is available to residents of Australia accessing and downloading, or printing, the electronic Prospectus in Australia;
• you must access and download the electronic Prospectus in full; and
• by lodging an Application, you declare that you were given access to the electronic Prospectus.

However, you should note that Applications under the Offer cannot be made to CBA directly, and must be made through a Syndicate Broker. Refer to Section 7 "How to Apply".

1. Holders of PERLS XIV rank after holders of Senior Ranking Obligations, including creditors preferred by law and secured creditors. Your PERLS XIV rank equivalently to a preference share. See Section 2.6 "How will CommBank PERLS XIV Capital Notes rank in a winding up?"

CommBank PERLS XIV Capital Notes	iii

For personal use only

Restrictions on foreign jurisdictions

The distribution of this Prospectus and the Offer or sale of PERLS XIV may be restricted by law in certain jurisdictions. Persons who receive this Prospectus outside Australia must inform themselves about and observe all such restrictions. Nothing in this Prospectus is to be construed as authorising its distribution or the Offer or sale of PERLS XIV in any jurisdiction other than Australia and CBA does not accept any liability in that regard.

Furthermore, PERLS XIV may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material may be distributed or published, in any jurisdiction except under circumstances that will result in compliance with any applicable laws or regulations.

Restrictions applying to US Persons are outlined in Section 6.6 "US Persons".

Defined words and expressions

Capitalised words have specific meanings and are defined in Section 8 "Glossary" or Appendix A "Terms of CommBank PERLS XIV Capital Notes".

A reference to A$ or Australian dollars in this Prospectus is a reference to Australian currency. A reference to time in this Prospectus is a reference to Sydney, New South Wales, Australia time unless otherwise stated.

If you have any questions about PERLS XIV or the Offer, you should seek advice from your financial or other professional adviser. You can also call the PERLS XIV Information Line on 1800 992 547 (Monday to Friday 8.00am - 7.30pm, Sydney time) during the Offer Period. Applicants may also call their Syndicate Broker.

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