Commonwealth Bank of Australia : ISSUE OF AUD 1.1 BILLION WORTH OF SUBORDINATED SECURITIES

ISSUE OF AUD 1.1 BILLION WORTH OF SUBORDINATED SECURITIES

Notice under section 708A(12H)(e) Corporations Act 2001 (Cth)

Thursday, 14 April 2022 SYDNEY: Commonwealth Bank of Australia (CBA) is pleased to confirm that, on 14 April 2022, it issued AUD 700,000,000 worth of subordinated floating rate securities due 14 April 2032 (Subordinated Floating Rate Securities) and AUD 400,000,000 worth of subordinated fixed to floating rate securities due 14 April 2032 (Subordinated Fixed to Floating Rate Securities, and together with the Subordinated Floating Rate Securities, the Subordinated Securities). The Subordinated Securities were issued pursuant to CBA's A$ debt program. Terms used but not defined in this announcement are defined in the information memorandum for the issue of the Subordinated Securities under the A$ debt program dated 4 May 2021 (the Information Memorandum).

The Subordinated Securities potentially exchange into fully paid ordinary shares of CBA (Ordinary Shares) if a Non-Viability Trigger Event occurs.

This notice is a cleansing notice prepared for the purposes of section 708A(12H)(e) of the Corporations Act 2001 (Cth) (the Corporations Act) (as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71). CBA has elected to give this notice to enable Ordinary Shares issued on Exchange to be sold without disclosure under Chapter 6D of the Corporations Act. This notice includes all the information investors and their professional advisers would reasonably require to make an informed assessment of:

• • in Schedule 1, the rights and liabilities attaching to the Subordinated Securities that is based on the description in the Information Memorandum, as supplemented by the pricing supplement for the issue of the Subordinated Floating Rate Securities dated 11 April 2022 (the Subordinated Floating Rate Securities Pricing Supplement) and the pricing supplement for the issue of the Subordinated Fixed to Floating Rate Securities dated 11 April 2022 (the Subordinated Fixed to Floating Rate Securities Pricing Supplement, and together with the Subordinated Floating Rate Securities Pricing Supplement, the Pricing Supplements); and

• • in Schedule 2, the rights and liabilities attaching to Ordinary Shares,

in each case only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in this notice.

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Commonwealth Bank of Australia | Media Release 076/2022 | ACN 123 123 124

Ground Floor Tower 1, 201 Sussex Street, Sydney NSW 2000

CBA confirms that:

• (a) the Subordinated Securities were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

• (b) the information in this notice remains current as at today's date;

• (c) this notice (including the schedules) complies with section 708A of the Corporations Act, as modified by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71; and

• (d) this notice (including the schedules) complies with section 708A(12I) of the Corporations Act as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71.

Effect of the Subordinated Securities offer on CBA

The issue of Subordinated Securities by CBA will not have a material impact on CBA's financial position. If a Non-Viability Trigger Event occurs and CBA issues Ordinary Shares, the impact of Exchange on CBA would be to increase CBA's shareholders' equity. The number of Ordinary Shares issued on Exchange is limited to the Maximum Exchange Number. The Maximum Exchange Number is 471.5002 Ordinary Shares per Subordinated Security (with a nominal value of A$10,000), based on the Issue Date VWAP of A$106.0445 per Ordinary Share.

Additional information

CBA is a disclosing entity for the purposes of the Corporations Act and, as a result, is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. In addition, CBA must notify ASX immediately (subject to certain exceptions) if it becomes aware of information about CBA that a reasonable person would expect to have a material effect on the price or value of its securities including Ordinary Shares.

Copies of documents lodged with ASIC can be obtained from, or inspected at, an ASIC office. They can also be obtained fromwww.asx.com.au together with CBA's other ASX announcements.

ThefollowinginformationcanbeobtainedfromtheInvestorCentreat:

www.commbank.com.au/investors:

• • CBA's half-yearly and annual financial reports;

• • Continuous disclosure notices lodged with ASX; and

• • Other general information provided to investors.

• 2 Commonwealth Bank of Australia | Media Release 076/2022 | ACN 123 123 124 Ground Floor Tower 1, 201 Sussex Street, Sydney NSW 2000

CBA will provide a copy of any of the following documents free of charge to any person upon their written request:

• • The Information Memorandum and the Pricing Supplements;

• • CBA's annual financial report and full year profit announcement for the year ended 30 June 2021;

• • CBA's half-year profit announcement for the half-year ended 31 December 2021;

• • Any continuous disclosure notices given by CBA in the period after the lodgement of its profit announcement for the half-year ended 31 December 2021 and before the date of this notice; and

• • CBA's constitution.

Written requests for copies of these documents should be made to:

Investor Relations

Commonwealth Bank of Australia

Level 18, Tower 1

201 Sussex Street

Sydney NSW 2000

Important information

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any 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 (the Securities Act)). The Subordinated Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction in the United States. Accordingly, the Subordinated Securities may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the Securities Act) unless they have been registered under the Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S state securities laws.

The release of this announcement was authorised by the Continuous Disclosure Committee of CBA.

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

SCHEDULE 1 - SUMMARY OF THE SUBORDINATED SECURITIES

The following is a brief summary only and should be read in conjunction with the Information Memorandum and the Pricing Supplements. Capitalised terms not otherwise defined have the meaning given to them in the Conditions of the Subordinated Securities which are set out in the Information Memorandum.

Important Notice

Nothing in this document constitutes an offer of securities for sale in any jurisdiction. The primary offer and distribution of the Subordinated Securities has closed.

The Subordinated Securities have not been, and will not be, registered under the Securities Act, or the securities laws of any state of the U.S. or other jurisdiction and the Subordinated Securities may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable laws of other jurisdictions.

Issuer:

Commonwealth Bank of Australia (CBA or the Issuer)

Description:

A$700,000,000 Subordinated Floating Rate Securities and A$400,000,000 Subordinated Fixed to Floating Rate Securities due 14 April 2032, each issued under the Issuer's Australian Dollar denominated debt issuance program.

Issue size:

A$700,000,000 of Subordinated Floating Rate Securities and A$400,000,000 of Subordinated Fixed to Floating Rate Securities

Issue Date:

14 April 2022.

Issue Price:

100 per cent. of the Aggregate Outstanding Principal Amount

Direct issues Issuer:

by

The Issuer may issue Subordinated Securities directly to purchasers or investors (as applicable) procured by it. Such purchasers will be required to confirm and acknowledge to the Issuer in writing that the issue of Subordinated Securities resulted from the Subordinated Securities being offered for issue as a result of negotiations being initiated publicly in electronic form (eg Reuters or Bloomberg) or in another form that was used by financial markets for dealing in debentures.

Registrar:

Austraclear Services Limited ABN 28 003 284 419 (Austraclear).

Calculation Agent:

CBA.

ISIN

(SubordinatedAU3FN0067989

Floating Rate Securities):

ISIN (Subordinated Fixed to Floating Rate Securities):

AU3CB0288389

Form:

Each Subordinated Security will be:

•

denominated in Australian Dollars;

•

registered on a register located in Sydney (unless otherwise agreed) (Register);

•

a debt obligation of the Issuer constituted by, and owing under, the Subordinated Deed Poll;

•

subject to the relevant Conditions of the Subordinated Securities (set out in the Information Memorandum) as supplemented by, in the case of the Subordinated Floating Rate Securities, the Subordinated Floating Rate Securities Pricing Supplement, and in the case of the Subordinated Fixed to Floating Rate Securities, the Subordinated Fixed to Floating Rate Securities Pricing Supplement.

Title:

Entry of the name of the person in the Register in respect of a Subordinated Security constitutes or passes title to the Subordinated Security and is conclusive evidence of that person's entitlements to receive interest and repayment of principal in the manner provided for in the Conditions of the Subordinated Securities. No certificates will be issued unless the Issuer is required to do so by applicable law or regulation. Subordinated Securities that are held in the Austraclear System will be registered in the name of Austraclear and title to the Subordinated Securities will be determined in accordance with the Austraclear Regulations.

Denomination:

Subordinated Securities will be issued in denominations of A$10,000.

Clearing System:

Subordinated Securities may be traded either within or outside any Clearing System (as defined below).

The Issuer will apply to Austraclear for approval for the Subordinated Securities to be traded on the settlement system operated by Austraclear (Austraclear System). Such approval of the Subordinated Securities by Austraclear is not a recommendation or endorsement by Austraclear of the Subordinated Securities.