Commonwealth Bank of Australia : ISSUE OF U.S.$1.25 BILLION WORTH OF SUBORDINATED NOTES

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ISSUE OF U.S.$1.25 BILLION WORTH OF SUBORDINATED NOTES

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

Monday, 14 March 2022 SYDNEY: Commonwealth Bank of Australia (CBA) is pleased to confirm that, on 14 March 2022, it issued U.S.$1,250,000,000 billion 3.784 percent subordinated notes due 2032 (Subordinated Notes) under its U.S. $50,000,000,000 Senior and Subordinated Medium Term Notes Program (U.S. MTN Program). Terms used but not defined in this announcement are defined in the offering circular for the U.S. MTN Program dated 25 February 2022 (Offering Circular).

The Subordinated Notes 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 Notes that is based on the description in the Offering Circular, as supplemented by the pricing supplement for the Subordinated Notes dated 3 March 2022 (Subordinated Notes Pricing Supplement); 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.

CBA confirms that:

1. the Subordinated Notes were issued without disclosure to investors under Part 6D.2 of the Corporations Act;
2. the information in this notice remains current as at today's date;
3. 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

1 Commonwealth Bank of Australia | Media Release 048/2022 | ACN 123 123 124 Ground Floor Tower 1, 201 Sussex Street, Sydney NSW 2000

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1. 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 Notes offer on CBA

The issue of Subordinated Notes 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 71.47 Ordinary Shares per Subordinated Note (with a nominal value of A$1,380.58), based on the Issue Date VWAP of A$96.58 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 from www.asx.com.autogether with CBA's other ASX announcements.

The following information can be obtained from the Investor Centre at: www.commbank.com.au/investors:

• CBA's half-year profit announcement for the half-year ended 31 December 2021;
• CBA's annual report for the year ended 30 June 2021;
• Continuous disclosure notices lodged with ASX; and
• Other general information provided to investors.

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

• Offering Circular and Pricing Supplements;
• CBA's half-year profit announcement for the half-year ended 31 December 2021;
• CBA's annual report for the year ended 30 June 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

2 Commonwealth Bank of Australia | Media Release 048/2022 | ACN 123 123 124 Ground Floor Tower 1, 201 Sussex Street, Sydney NSW 2000

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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 Notes 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 Notes 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

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

3 Commonwealth Bank of Australia | Media Release 048/2022 | ACN 123 123 124 Ground Floor Tower 1, 201 Sussex Street, Sydney NSW 2000

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Schedule 1 - Rights and liabilities attaching to the Subordinated Notes

The following is a brief summary only and should be read in conjunction with the Offering Circular and Subordinated Notes Pricing Supplement. Capitalised terms not otherwise defined have the meaning given to them in the Offering Circular.

Important Notice

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

The Subordinated Notes 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 Notes 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.

In this document, "we", "our", "us" or "CBA" refer to the Commonwealth Bank of Australia excluding its subsidiaries, and the "CBA Group" refers to CBA (or any NOHC that is the holding company of CBA) and its subsidiaries, in each case, unless otherwise specified or the context otherwise requires.

Commonwealth Bank of Australia

(ABN 48 123 123 124)

U.S.$1,250,000,000

3.784% Subordinated Notes due 2032

(Subject to Exchange for fully paid ordinary shares of CBA or Write Down

upon the occurrence of a Non-Viability Trigger Event)

CERTAIN DEFINITIONS

In this document, unless otherwise specified or the context otherwise requires:

• "ABN" means Australian Business Number;
• "additional amounts" has the meaning given in this document under the heading "Description of the Subordinated Notes - Payment of additional amounts";
• "ADI" means an institution that is an authorized deposit taking institution under the Australian
  Banking Act and regulated as such by APRA;

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• "Appointed Person" has the meaning given in this document under the heading "Description of the
  Subordinated Notes - Automatic Exchange or Write Down upon the occurrence of a Non-Viability Trigger Event - Appointment of Appointed Person";
• "APRA" means the Australian Prudential Regulation Authority or any successor body responsible for prudential regulation of us;
• "associate" has the meaning given in this document under the heading "Description of the Subordinated Notes - Payment of additional amounts";
• "ASX" means ASX Limited or the securities market operated by it, as the context requires;
• "ASX Listing Rules" means the listing rules of ASX from time to time with any applicable modification or waiver granted by ASX;
• "Attributable Proceeds" has the meaning given in this document under the heading "Description of the Subordinated Notes - Exchange Mechanics - Exchange where the holder of Subordinated
  Notes does not wish to receive Ordinary Shares or is an Ineligible Subordinated Holder";
• "Australian Banking Act" means the Banking Act 1959 (Cth) of Australia;
• "Australian Corporations Act" or the "Corporations Act" means the Corporations Act 2001 (Cth) of Australia;
• "Australian FSBT Act" means the Financial Sector (Transfer and Restructure) Act 1999 (Cth) of Australia;
• "Australian Reserve Bank Act" means the Reserve Bank Act 1959 (Cth) of Australia;
• "Australian Tax Act" means the Income Tax Assessment Act 1936 (Cth) of Australia;
• "A$", "Australian Dollar" or "$" means the Australian dollar and "US$" or "U.S.$" means the U.S. dollar;
• "Board" means either our board of directors or a committee appointed by our board of directors;
• "Business Day" means, unless otherwise specified in the Subordinated Notes Pricing Supplement, for the purposes of (a) any day on which trading in Ordinary Shares is to take place or Ordinary Shares or other entitlements are to be traded or quoted, (b) issuance of Ordinary Shares or (c) any VWAP determination or adjustment, a business day within the meaning of the ASX Listing Rules. For all other purposes of a Subordinated Note, unless otherwise specified in the Subordinated Notes
  Pricing Supplement, the term "Business Day" means a day that meets all the following applicable requirements:
• • is a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in The City of New York or Sydney, Australia generally are authorized or obligated by law, regulation or executive order to close; and
  • solely with respect to any payment or other action to be made or taken at any place of payment designated by us outside The City of New York, is a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in such place

5 Commonwealth Bank of Australia | Media Release 048/2022 | ACN 123 123 124 Ground Floor Tower 1, 201 Sussex Street, Sydney NSW 2000