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Sydneyy, 5 Novemb
ber 2014
COMM
MONWEAL
LTH BANK OF AUSTR
RALIA
ISSUE OF
F A$1 BILLION TIER 2 CAPITAL SUBORDINATED SE
ECURITIES
N
NOTICE UN
NDER SECT
TION 708A
A(12G)(e) CORPORAT
TIONS ACT 2001 (CTH
H)
Commo
onwealth Ba
ank of Australia (“CBA””) is pleased to confirm
m that, on 5 November 2014, it
issued A$1 billion Tier 2 Cap
pital subord
dinated note
es due 5 November 20024 pursua
ant to its
A$ deb
bt program
m (“Subord
dinated Se
ecurities”). Terms use
ed but noot defined in this
announ
ncement arre defined in the Infformation Memorandu
M
um dated 28 Octobe
er 2014
(“Inform
mation Memorandum”).
The Subordinated Securities potentially
p
e
exchange in
nto fully paid
d ordinary sshares of CBA
(“Ordina
ary Shares””) if a Non-V
Viability Trig
gger Event occurs.
o
This no
otice is a cle
eansing notice prepared
d for the pu
urposes of section
s
708A
A(12G)(e) of
o the
Corpora
ations Act 2001
2
(Cth) (“Corporatio
(
ons Act”) (as
s inserted by
b ASIC Insstrument 14-1133). C
CBA has elected to giv
ve this noticce to enable
e Ordinary Shares
S
issu ed on exchange to
be sold without dissclosure und
der Chapterr 6D of the Corporation
ns Act and iincludes:
ƒ in schedule 1, a descriptio
on of the rig hts and liab
bilities attaching to Subbordinated
Seccurities that is based on
n the descriiption in the
e Information Memoranndum (as
app
plicable to th
he Subordin
nated Securrities and as
s supplemented by thee Pricing
Sup
pplement for the Suborrdinated Seccurities date
ed 3 Novem
mber 2014;
ƒ in schedule 2, commercial particularss of the Sub
bordinated Securities,
S
pprovided in the
Priccing Supplement; and
ƒ in schedule 3, a descriptio
on of the rig hts and liab
bilities attaching to Orddinary Share
es.
CBA co
onfirms that:
(a)
(b)
(c)
(d)
Subordinated Securitie
es were issu
ued withoutt disclosure to investorrs under Part 6D.2
of the Corp
porations Ac
ct;
the informa
ation in this notice rema
ains currentt as at today
y’s date;
this notice (including th
he Schedul e) complies
s with sectio
on 708A of tthe Corpora
ations
Act, as notiionally modified by AS IC Class Orrders [CO 08/35]
0
and [[CO10/322], and
further mod
dified by AS
SIC Relief In
nstrument 14-1133; and
d
CBA has co
omplied with section 70
o the Corpo
orations Actt as inserted
d by
08A(12H) of
ASIC Relie
ef Instrumen
nt 14-1133.
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
EFFECT
T OF THE SUBORDINA
ATED SECUR
RITIES OFF
FER ON CBA
A
The issue of Subordinated Se
ecurities by CBA will no
ot have a material impaact on CBA’s
financia
al position. If
I a Non-Via
ability Trigge
er Event oc
ccurs and CBA issues O
Ordinary Sh
hares,
the imp
pact of Exch
hange on CB
BA would b e to increas
se CBA’s sh
hareholderss’ equity. Th
he
numberr of Ordinarry Shares is
ssued on Exxchange is limited
l
to the Maximum
m Exchange
e
Number. The Maxiimum Excha
ange Numb
ber is 6,446.5472 Ordin
nary Sharess per Suborrdinated
Securityy (with a no
000), based
ominal value
e of A$100,0
d on the Issue Date VW
WAP of A$7
77.5609
per Ord
dinary Share
e.
ADDITIO
ONAL INFO
ORMATION
g entity for the
t purpose
es of the Co
orporations Act and, ass a result, is
s
CBA is a disclosing
subject to regular reporting
r
an
nd disclosurre obligation
ns under the Corporati ons Act and
d the
ASX Lissting Rules.. In addition
n, CBA musst notify ASX
X immediate
ely (subjectt to certain
exceptio
ons) if it beccomes awa
are of inform
mation about CBA that a reasonabble person would
w
expect to have a material
m
effe
ect on the prrice or value
e of its secu
urities includding Ordina
ary
Shares.
Copies of documents lodged with
w ASIC a
and ASX ca
an be obtain
ned from, orr inspected at, an
ASIC offfice and ca
an also be obtained
o
fro m www.asx
x.com.au.
The prin
ncipal risks affecting CBA’s
C
busine
ess are set out in its an
nnual financcial reports.
ed from the Shareholde
er Centre att
The following inforrmation can be obtaine
www.co
ommbank.com.au:
CBA’s half--yearly and annual fina
•
ancial reportts;
continuous disclosure notices lod
dged with AS
SX; and
•
other general informattion provide
•
ed to investo
ors.
CBA will provide a copy of any of the follo
owing docu
uments free of charge tto any perso
on upon
their wrritten requesst:
ƒ the Information
n Memorand
dum;
ƒ CBA
A’s annual financial
f
rep
port for the year ended
d 30 June 20
014;
ƒ anyy continuouss disclosure
e notices givven by CBA
A in the perio
od after thee lodgementt of its
ann
nual financia
al report for the year en
nded 30 Jun
ne 2014 and
d before thee date of this
notice; and
ƒ CBA
A’s constitution.
Written requests fo
or copies off these docu
uments should be made to:
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Investor Relations
Commo
onwealth Ba
ank of Austrralia
Level 18, Tower 1
201 Susssex Streett
Sydneyy NSW 2000
0
Tricia H
Ho-Hudson
Head off Capital an
nd Regulato
ory Strategyy
Telepho
one (02) 9118 1319
This anno
ouncement do
oes not constittute an offer to
o sell, or the solicitation
s
of an
a offer to buyy, any securitie
es in the
United S
States or to, orr for the accou
unt or benefit o
of, any U.S. pe
erson (as defin
ned in Regulaation S under the
t U.S.
Securitiess Act of 1933
3, as amended
d (the “Securitiies Act”)). The
e Subordinated
d Securities hhave not been, and will
not be, re
egistered unde
er the Securitiies Act or the ssecurities law
ws of any state or other jurisddiction in the United
U
States. A
Accordingly, th
he Subordinate
ed Securities m
may not be off
ffered or sold in the United S
States or to, or for the
account o
or benefit of, any
a U.S. perso
on (as defined
d in Regulation
n S under the Securities Actt) unless they have
been reg
gistered under the Securities
s Act, or are offfered and solld in a transac
ction exempt fr
from, or not su
ubject to,
ements of the Securities
S
Actt and applicab
ble U.S state securities lawss.
the registtration require
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
SCHED
DULE 1 – SU
UMMARY OF
F SUBORDIN
NATED SEC
CURITIES
The folllowing is a brief summary only an
nd should be
e read in co
onjunction w
with the Info
ormation
Memora
andum, whiich contains
s the full Co
onditions of the Subord
dinated Seccurities. Cap
pitalised
terms n
not otherwiise defined have the meaning given
g
to th
hem in the Conditions
s of the
Subordinated Secu
urities.
A. PRO
OVISIONS APPLICAB
BLE TO A
ALL SECUR
RITIES (IN
NCLUDING SUBORDIINATED
SEC
CURITIES)
Issu
uer:
Com
mmonwealth
h Bank of Au
ustralia (CB
BA or the Isssuer)
Desscription:
An Australian
A
D
Dollar denom
minated deb
bt issuance program under
whic
ch the Issu
uer may is
ssue Mediu
um Term N
Notes (MT
TNs),
Tran
nsferable C
Certificates of Deposit (TCDs) o r Subordinated
ether, Sec
Secu
urities (toge
curities). Securities may represent
eithe
er unsubord
dinated obliigations of the Issuer (in the cas
se of
MTN
Ns and TCD
Ds) or subo
ordinated ob
bligations oof the Issue
er (in
the case
c
of Sub
bordinated Securities).
S
Prog
gram size:
Unlim
mited
Dire
ect issues
Issu
uer:
by The Issuer ma
ay issue Securities
S
directly
d
to purchasers
s or
inves
stors (as a
applicable) procured by it. Such purchasers
s will
be re
equired to cconfirm and
d acknowled
dge to the I ssuer in wrriting
that the issue o
of Securitie
es resulted from the S
Securities being
b
offerred for iss ue as a re
esult of ne
egotiations being initiated
publicly in elecctronic form
m (eg Reuters or Blooomberg) or
o in
hat was use
ed by financial marketts for dealin
ng in
anotther form th
debe
entures.
Reg
gistrar:
Austtraclear S
Services Limited
L
AB
BN 28 0003 284 419
(Aus
straclear) a
and/or any other perso
on appointeed by the Issuer
Supplemen
for a series (in
ncluding, if the relevant Pricing S
nt so
contemplates, tthe Issuer ittself).
Calcculation Age
ent:
The Calculation
n Agent is CBA or the person sspecified in
n the
relev
vant Pricing
g Suppleme
ent. The Calculation
C
A
Agent mus
st be
the same
s
for alll Securities in a series.
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Form
m:
Each
h Security w
will be:
•
denomin
nated in Australian
A
Dollars
D
(unnless otherw
wise
agreed);;
•
registere
ed on a register
r
loc
cated in S
Sydney (un
nless
otherwisse agreed) (Register);
(
•
a debt o
obligation off the Issuer constitutedd by, and ow
wing
under, th
he relevant Deed Poll;
•
subject to the re
elevant Con
nditions (sset out in this
Informattion Memo
orandum) as
a supplem
mented by the
applicab
ble Pricing Supplement
S
t for that Seecurity
urities of a ny series may
m
be described by any marke
eting
Secu
name specified in the relev
vant Pricing Suppleme nt.
e:
Title
Entry
y of the na me of the person
p
in th
he Registerr in respect of a
Secu
urity constiitutes or passes
p
title
e to the S
Security and is
conc
clusive evid
dence of th
hat person’’s entitlemeents to rec
ceive
interrest and rep
payment off principal in
n the mannner provided
d for
in th
he Conditio
ons. No ce
ertificates will
w be issuued unless the
Issuer is requi red to do so by app
plicable law
w or regulation.
Secu
urities that are held in the Austraclear S
System will be
e name of Austraclearr and title too the Securrities
regis
stered in the
will be determ
mined in accordanc
ce with thhe Austrac
clear
Regulations.
Den
nomination:
urities will b
omination sspecified in
n the
Secu
be issued in the deno
relev
vant Pricing
g Supplement.
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Clea
aring System:
Secu
urities may be traded either withiin or outsidde any Clea
aring
Systtem (as defiined below)).
The Issuer wiill apply to
o Austracle
ear for appproval for the
Secu
urities to be
e traded on
n the settlement systeem operated
d by
Austtraclear (Au
ustraclear System) unless
u
otheerwise spec
cified
t. Such appproval of the
in th
he relevan
nt Pricing Supplemen
S
Secu
urities by Austraclea
ar is not a recom
mmendation
n or
endo
orsement byy Austraclear of the Se
ecurities.
Secu
urities mayy also be traded on
n the settllement sys
stem
operrated by Euroclear Bank S.A
A./N.V. (Eu
uroclear), the
settlement systtem operated by Clea
arstream Baanking, soc
ciété
anon
nyme, Luxe
embourg (C
Clearstream
m) or any other clea
aring
syste
em outside
e Australia ifi so specified in the rrelevant Priicing
Supp
plement (to
ogether with
h the Austrraclear Sysstem, Euroc
clear
and Clearstream
m, each a Clearing
C
Sy
ystem).
urities held in a Clearring System
m are subjeect to the rules
r
Secu
and regulationss of that Cle
earing Systtem (provid ed that notthing
in th
hose rules and regullations affe
ects any prrovision of the
Conditions wh ich relates
s to the eligibility
e
off Subordinated
Secu
urities as Tiier 2 capitall of the Issuer).
Payyments:
Paym
ments will b
be made in
n accordanc
ce with detaails recorde
ed in
the Register b
by 5.00 pm
m local Reg
gistry Officce time on the
relev
vant Recorrd Date (ie
e the date seven dayys prior to the
relev
vant payme
ent date).
For a Security rregistered in the name
e of Austracclear, payments
Regulations
will be
b made in accordance
e with the Austraclear
A
s.
If a Security i s not regis
stered in the
t
name of Austraclear,
paym
ment will be
e made to the person
n whose naame appearrs in
the Register
R
ass the holderr of that Sec
curity on thee relevant book
b
closiing date eith
her:
•
by electtronic transfer to an account in A
Australia, which
w
account must be sp
pecified not less than 7 business days
d
prior to tthe due date for payme
ent: or
•
by A$ ch
heque poste
ed to an address in Auustralia,
a
with the latest paym
ment instruuctions of that
in accordance
pers
son. For join
nt holders, payments will
w be madee to the person
whos
se name ap
ppears first in the Register.
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Tran
nsfer:
Secu
urities can only be transferred in accorddance with the
Conditions.
m will be made
nsfers of Se
ecurities held in a Clea
aring System
m
Tran
in accordance with the ru
ules and re
egulations of the rele
evant
Clea
aring System
m.
Secu
urities may only be transferred witthin, to or frrom Australlia in
the denominati ons specified in the Pricing
P
Suppplement an
nd if
on payable
e at the tim
me transferr is a minim
mum
the consideratio
amo
ount of A$50
00,000 (in either
e
case, disregardinng moneys lent
by th
he transfero
ror or its as
ssociates) or
o if the offfer or invita
ation
givin
ng rise to th
he transfer otherwise
o
does not connstitute an offer
o
or in
nvitation fo r which dis
sclosure is required tto be made to
inves
stors in a ccordance with Part 6D.2 or Part 7 of the
Corp
porations A
Act and the transfer is not made tto a retail client
c
as defined
d
in ssection 761G of the Corporations
C
s Act and does
d
not require
r
lodg
ging any do
ocument und
der Divisionn 5 of Part 6D.2
6
or un
nder Part 7 of the Corp
porations Ac
ct.
Secu
urities mayy only be transferred
d between persons in a
jurisdiction (or jjurisdictions
s) other tha
an Australiaa if the tran
nsfer
and all conductt connected
d with the transfer
t
com
mplies with
h the
relev
vant laws o
of the relev
vant jurisdic
ction in whiich the tran
nsfer
takes place.
Stam
mp
taxe
es:
duty
and No stamp
s
duty is payable in Australia
a on the isssue, transfe
er or
he MTNs orr TCDs.
rede
emption of th
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
All payments of principa
al and intterest in rrespect of the
Secu
urities will be made without
w
with
hholding orr deduction for,
any present or future taxes, duties,
d
asssessments or
gove
ernmental ccharges off whatever nature im
mposed, lev
vied,
colle
ected, withh
held or asse
essed by orr within Ausstralia or by any
authority in orr of Austra
alia having power too tax (toge
ether
Taxe
es), unless such withholding or de
eduction is required by
y law
or pe
ermitted by the Conditiions.
Whe
ere a withho
olding or de
eduction is required
r
by law, the Issuer
must pay add
ditional am
mounts to Holders off Subordinated
Secu
urities (Sub
bordinated
d Holders) so that thhey receive the
amo
ounts they w
would have received had no suchh withholdin
ng or
dedu
uction been
n required, except,
e
broa
adly:
•
•
•
•
•
•
if the S
Subordinated Holder is
s liable to ssuch Taxes
s by
reason of its having som
me connecction with the
Commo
onwealth of Australia;
if the Su
ubordinated
d Holder is an
a Offshoree Associate;
if the Su
ubordinated
d Holder is party
p
to a sccheme to avoid
a
Taxes;
if the Subordinatted Holder has nott supplied an
approprriate tax file number or equivalent;;
if the Au
ustralian Co
ommissione
er of Taxatioon requires
s the
Issuer tto withhold pay to it amounts
a
in respect off tax
payable
e to it by the
e Subordinated Holder; or
on acco
ount of any
y withholding or deduuction requ
uired
pursuan
nt to FATCA
A (as defined below).
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
FAT
TCA: Holderrs
mayy be subjectt to
FAT
TCA withhollding
and information
n
repo
orting:
ce provisionns of the Hiring
The Foreign Acccount Tax Complianc
Restore Emp
ployment Act (FATCA
A) were enacted
Incentives to R
M
2010 in an efforrt to assist the United States Inte
ernal
in March
Reve
enue Servicce (IRS) in enforcing U.S.
U
taxpayyer compliance.
More
e specificallly, FATCA imposes a 30% withhholding tax
x on
certa
ain paymen
nts to certain
n non-U.S. financial insstitutions which
w
do not
n enter intto and comp
ply with an agreement with the IR
RS to
prov
vide certain information
n on the ho
olders of itss debt or eq
quity
(othe
er than deb
bt or equity interests th
hat are reguularly traded
d on
securities market).
an established
e
m
In addition, F
FATCA impo
oses
a 30
0 percent w
withholding tax on “pa
assthru payyments” of U.S.
sourrce income from certa
ain non-U.S
S. financiall institutions to
holders of deb
bt or equity
y that do not provide the neces
ssary
inforrmation and
d certificatio
ons. Unde
er FATCA, a “grandfa
ather
rule”” exempts ffrom withho
olding tax under FATC
CA (i) payments
of U.S.
U
source income (in
nterest and proceeds)) on obligattions
outstanding on 1 July 2014, and (ii) payments
p
frrom a non-U.S.
issue
er to hold
ders of its
s obligation
ns, if suchh obligation
n is
outstanding six months aftter the adop
ption of U.S
S. Treasury final
regu
ulations add
dressing the term “forreign passtthru payme
ents”
(unle
ess the ob
bligation is significanttly modifiedd, and is thus
treatted as being
g reissued for
f U.S. fed
deral incomee tax purpo
oses,
afterr the app
plicable da
ate). In addition,
a
uunder FAT
TCA,
withh
holding on ““foreign pas
ssthru paym
ments” will bbe phased in no
earlier than 1 Ja
anuary 2017.
The Australian Governme
ent and U.S
S. Governm
ment signed
d an
interrgovernmen
ntal agreem
ment with re
espect to FA
ATCA (IGA
A) on
28 April
A
2014. The obligattions impos
sed on Ausstralian finan
ncial
instittutions unde
er the IGA were
w
implem
mented intoo Australian
n law
on 30 June 2014 un
nder the Tax Lawss Amendm
ment
(Imp
plementation
n of the FATCA
F
Agrreement) A
Act 2014 (Cth)
(
(Actt). With e
effect from 1 July 20
014, Austtralian finan
ncial
instittutions whicch are Repo
orting Austrralian Finanncial Instituttions
unde
er the IGA
A that main
ntain U.S. Reportablee Accounts (as
defin
ned in the
e IGA) must
m
follow
w specific due dilige
ence
proc
cedures to identify their
t
accou
unt holderss and pro
ovide
inforrmation abo
out certain accounts
a
as
s specified in the IGA and
the Act
A to the C
Commission
ner of Taxation. The C
Commissione
er of
Taxa
ation will p rovide that information to the IR
RS. Underr the
IGA,, an Austra
alian financiial institutio
on, which m
may include
e the
Issuer, which iss in complia
ance with its
s obligationss under the
e Act
shou
uld not gene
erally be su
ubject to witthholding unnder FATCA
A on
any payments it receive
es. Further, a Reporrting Austra
alian
Fina
ancial Institu
ution would generally not
n be requ ired to withhold
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
unde
er FATCA ffrom payme
ents it make
es (unless itt has agree
ed to
do so
s under tthe U.S. “qualified
“
in
ntermediaryy,” “withholding
foreign partnerrship,” or “withholding
“
g foreign ttrust” regim
mes).
Therre can be n
no assuranc
ce that the Issuer will bbe treated as a
Reporting Austrralian Finan
ncial Instituttion or that it would no
ot be
requ
uired to with
hhold under FATCA or pursuant to the IGA
A. To
the extent amo
ounts paid to or from the Issuerr are subjec
ct to
olding, there will be no “grosss up” (or any
FATCA Withho
additional amo unt) payab
ble by way of compeensation to any
Hold
ders for the deducted amount.
a
The Issuer mayy determine
e that it should or muust comply with
certa
ain obligatio
ons as a result of the IGA. As succh, Holders
s will
be re
equired to provide any
y informatio
on, tax docuumentation and
waiv
vers that th
he Issuer determines
d
are necesssary to com
mply
with FATCA, t he IGA or rules implementing tthe IGA. The
Issuer’s ability to satisfy such
s
obligattions will deepend on each
e
Hold
der providin
ng, or causing to be provided,
p
aany information,
tax documenttation and
d waivers
s, includinng informa
ation
conc
cerning the direct or ind
direct owne
ers of such H
Holder, that the
Issuer determin
nes are nece
essary to sa
atisfy such oobligations..
The above disscussion is
s based on
n the IGA
A, the Act and
regu
ulations and
d guidance of the U.S. Treasury D
Department and
the IRS may ssupplementt or modify these reg ulations an
nd/or
guidance in a w
way that wo
ould alter the applicatioon of FATC
CA to
the Issuer and tthe Securities. The impact of the FATCA reg
gime
financial in
for Australian
A
nstitutions will
w also ddepend on any
asso
ociated guid
dance issue
ed by the Australian
A
T
Taxation Office
O
(Guiidance). Ass at the da
ate of this Information Memorand
dum,
final Guidance
e has not yet been released. Holder should
cons
sult its ow
wn tax ad
dvisor to obtain a more deta
ailed
explanation of F
FATCA and
d the IGA an
nd to learn how they might
m
affec
ct such hold
der in its particular circu
umstance.
TFN
Ns and ABN
Ns:
The Issuer will deduct amounts from payments if an Austra
alian
resid
dent Holderr or a non resident Holder
H
who is engage
ed in
carry
ying on bu siness in Australia
A
att or throughh a permanent
establishment o
of the non resident
r
in Australia,
A
haas not supp
plied
an appropriate
a
tax file num
mber, Austrralian businness numbe
er or
othe
er exemption
n details.
Investors shoul d obtain the
eir own taxation advicee regarding
g the
taxation status o
of investing
g in Securitie
es.
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Pub
blic offer tesst:
The Issuer prop
poses to iss
sue Securities and to m
make payments
of in
nterest in a manner that
t
will sa
atisfy sectioon 128F off the
Income Tax Asssessment Act
A 1936 of Australia. T
The public offer
o
test status of a Tranche of Securitie
es will be sspecified in
n the
relev
vant Pricing
g Supplement.
Govverning law::
New
w South Walles
Listiing:
The Securities w
will not be listed on any stock excchange
Inve
estment Rissks
This paragraph
h does not describe all the risks in investin
ng in
Secu
urities. Prosspective inv
vestors or purchasers
p
should con
nsult
theirr own finan
ncial and le
egal advisers about riisks associated
with an investm
ment in a particular tran
nche or seriees of Securrities
and the suitabi lity of inves
sting in the Securities in light of their
particular circum
mstances.
In addition to tthe credit risks
r
assoc
ciated with the Issuerr, an
inves
stment in certain ty
ypes of structured S
Securities, the
prem
mium and/o
or the inte
erest on or
o principaal of which
h is
dete
ermined by reference to
t one or more
m
valuess of currenc
cies,
commodities, in
nterest rates or other indices
i
or fformulae, either
direc
ctly or indire
ectly, may entail signifficant risks not associated
with similar in
nvestments in a con
nventional debt secu
urity,
inclu
uding the riisks that th
he resulting interest raate will be less
than that payab
ble on a con
nventional debt
d
securitty purchase
ed at
the same time
e and/or th
hat an inve
estor couldd lose all or
o a
subs
stantial porttion of the principal
p
of those Securrities.
Neith
her the cu
urrent nor the historic
cal value oof the relevant
curre
encies, com
mmodities, interest ra
ates or otther indices
s or
form
mulae shou
uld be ta
aken as an
a
indicattion of fu
uture
perfo
ormance off such curre
encies, com
mmodities, innterest rate
es or
othe
er indices orr formulae during
d
the te
erm of any S
Securities.
B. P
PROVISION
NS APPLICABLE TO S
SUBORDIN
NATED SEC
CURITIES
Issu
uance in serries:
Subo
ordinated S
Securities may
m be issu
ued in seriees provided that
the Optional
O
Re
edemption Date of any
y tranche oof Subordinated
Secu
urities mus t not be le
ess than fiv
ve years affter the datte of
issue
e of the Su bordinated Securities as
a specifiedd in, the Priicing
Supp
plement (Is sue Date).
Issu
ue Price
Subo
ordinated Securities may be issued at their princ
cipal
amo
ount or at a d
o their princcipal amoun
nt.
discount or premium to
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Stattus and
rankking:
Subo
ordinated Securities will be direct, u nsecured
subo
ordinated ob
bligations of
o the Issuerr and rank:
and
•
after the
e claims in respect
r
of Senior
S
Rankking Obligattions
including
g claims pre
eferred by applicable
a
laaws;
•
equally amongst th
hemselves and
a with claaims in res
spect
of Equall Ranking Securities;
S
and
a
•
ahead of all claims in res
spect of JJunior Ran
nking
Securitie
es.
“Sen
nior Rankin
ng Obligattions” mea
ans all pressent and fu
uture
depo
osits and otther liabilitie
es, securitie
es and otheer obligation
ns of
the Issuer whic h would be entitled to be admittedd in the winding
up of
o the Issue
er (and inclu
uding but not limited too obligation
ns in
resp
pect of instr uments issued before 1 January 2013 as Tier 2
Capital) other than Equ
ual Ranking Securitiees and Ju
unior
Ranking Securi ties.
“Equ
ual Rankin g Securitie
es” means any instrum
ment that ra
anks
in a winding up
p of the Iss
suer as the
e most juniior claim in
n the
wind
ding up of the Issuer ranking senior
s
to JJunior Ran
nking
Secu
urities, and includes:
(a)
(b)
if on isssue at the commencem
c
ment of thee winding up
u of
the Issue
er:
(i)
t he JPY20,0
000,000,000 Perpetuaal Subordinated
C
Callable Fixed/Floatin
ng Rate Reverse Dual
D
C
Currency Se
ecurities iss
sued by the Issuer in 1999;
a
and
(ii)
t he JPY9,0
000,000,000
0 Perpetua l Subordinated
I nstruments issued by the Bannk of Wes
stern
A
Australia Limited in 1996 and aassigned to the
Isssuer in 2012; and
any othe
er instrumen
nts, present and futuree, issued aftter 1
Januaryy 2013 as instruments constituting
c
Tier 2 Cap
pital.
“Jun
nior Rankin
ng Securitties” means
s any instruument, present
and future, issu
ued by the Is
ssuer which
h:
(a)
q
qualify as Tier
T
1 Capittal (or, in thhe case of any
instrrument issu
ued prior to
o 1 Januarry 2013), w
was treated
d as
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
cons
stituting Tie
er 1 Capita
al in accord
dance with the prude
ential
standards which
h applied prior to 1 Jan
nuary 2013 , irrespectiv
ve of
whetther or not such instru
ument is treated as connstituting Tier 1
Capital in acccordance with
w
any transitional
t
arrangements
prov
vided by AP
PRA or wh
hich rank or
o are exprressed to rank
equa
ally with succh securities in a winding up of thee Issuer; an
nd
(b)
a
all ordinary shares of th
he Issuer.
The
e applicable
e laws wh
hich give priority
p
to certain cla
aims
inclu
ude (but arre not limitted to) sec
ctions 13A and 16 off the
Bank
king Act 19
959 (Cth) (Banking
(B
Act)
A
and seection 86 off the
Rese
erve Bank A
Act 1959 (C
Cth). These provisions provide tha
at, in
the event tha
at the Issu
uer becom
mes unablee to meett its
oblig
gations or ssuspends payment, its assets in A
Australia arre to
be available
a
to meet its lia
abilities to, among othhers, APRA,, the
Rese
erve Bank of Australia
a and holders of proteected acco
ounts
held
d in Australiia, in prioritty to all oth
her liabilitiess, including
g the
Subo
ordinated S
Securities.
Changes to app
plicable law
ws may exttend the deebts require
ed to
be preferred
p
b
by law. Th
he Subordinated Seccurities are not
prote
ected acco
ounts or de
eposit liabiliities of the Issuer forr the
purp
poses of the
e Banking Act.
A
Ten
nor:
Subo
ordinated S
Securities shall be issu
ued with a minimum te
enor
of fiv
ve years (o r such grea
ater amountt as otherw
wise specifie
ed in
the relevant
r
Priccing Supple
ement).
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Eve
ents of Default:
An event
e
of defa
fault (Eventt of Default) broadly occcurs if:
(a)
( the Issu er fails to pay any amo
ount due in respect of the
t
Subordi nated Secu
urities and such
s
defaultt continues for
a period
d of 15 Business Days (except wheere the non
npaymen
nt is in comp
pliance with law or legaal advice); or
o
(b)
( an orderr is made by
y a court off competentt jurisdiction
n, or
an effecctive resoluttion is passe
ed, for the w
winding up of
o
the Issu er in Austra
alia (and not successfuully appeale
ed or
permane
ently stayed
d within 30 Business D
Days).
If an Event of D
Default occu
urs as descrribed in paraagraph (a), the
Subo
ordinated H
Holders may
y institute prroceedings::
•
•
•
to recovver the amo
ount the Issu
uer has faileed to pay,
provided
d that the Is
ssuer may only
o
be com
mpelled to pay
that amo
ount to the extent that, immediateely after the
paymen
nt, the Issue
er will be So
olvent (as deefined in the
e
Corpora
ations Act);
for speccific perform
mance of any other obliggation in
respect of the Subo
ordinated Security; or
for the w
winding up of
o the Issue
er in Australlia.
If an Event of D
Default occu
urs as descrribed in paraagraph (b), a
Subo
ordinated H
Holder may prove in the
e winding upp of the Issuer
in re
espect of an
n amount eq
qual to the outstanding
o
principal
amo
ount plus acccrued but unpaid
u
Interest up to (bbut excluding)
the date
d
of com
mmencemen
nt of the win
nding up.
Therre are no otther Events of Default, and a Suboordinated
Hold
der has no rright to acce
elerate paym
ment or exeercise any other
o
reme
edy (includi ng any righ
ht to sue for damages) as a
cons
sequence o
of any Eventt of Default other than in the
circu
umstances d
described above.
a
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Interest:
Subo
ordinated Securities may be issued ass Fixed Rate
R
Subo
ordinated Securities or Floatting Rate Subordinated
Secu
urities. A Subordina
ated Securrity bears interest on
n its
Outs
standing Prrincipal Amo
ount, subjec
ct to the Coonditions off the
Subo
ordinated S
Securities an
nd the relev
vant Pricing Supplemen
nt.
Interrest is paya
able in arre
ears on eac
ch Interest Payment Date.
D
No interest acccrues on Su
ubordinated
d Securitiess required to
o be
exch
hanged forr Ordinary Shares in
n the periiod from (and
inclu
uding) the In
nterest Payment Date that immeddiately prece
edes
the Exchange
E
D
Date or Wriite Down Date to the E
Exchange Date
D
or Write
W
Down D
Date (as ap
pplicable).
Stam
mp duty
No stamp
s
duty is payable in Australia on the issuue or transfe
er of
the Subordinatted Securities. No stamp
s
dutyy is payable in
Austtralia on th
he issue of
o Ordinary
y Shares tto a holde
er of
Subo
ordinated S
Securities on
o an Excha
ange (or onn a subsequent
trans
sfer), provid
ded that no
o person (alone or w
with associa
ates)
obta
ains an interrest of 90% or more in CBA.
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Red
demption orr
Rep
purchase:
Each
h Subordina
ated Security will be Redeemed
R
on the Matturity
Date
e specified
d in the Pricing Supplement for its Final
F
Redemption Am
mount unles
ss previously Redeem
med, Exchan
nged
or fu
ully Written D
Down.
The Issuer ma
ay elect to Redeem all
a or somee Subordinated
Secu
urities on a n Optional Redemption Date in aaccordance with
the Conditions
C
o
of the Subo
ordinated Se
ecurities. Thhis option is
s not
exerrcisable beffore the fifth
h anniversary of the Isssue Date off the
Subo
ordinated S
Securities (o
or such othe
er later datee(s) specifie
ed in
the relevant
r
Priccing Supple
ement).
In certain
c
circu
umstances following notice
n
by tthe Issuer, the
Issuer may red eem all (bu
ut not some
e) Subordinnated Securrities
if the
ere is a matterial risk th
hat, as a res
sult of a ch ange in law
ws of
Austtralia (inclluding following any
y announccement of a
pros
spective cha
ange or am
mendment which
w
has bbeen or will be
intro
oduced) the
e Issuer wo
ould be exp
posed to a more than
n de
minimis adverrse tax consequenc
ce in re lation to the
Subo
ordinated S
Securities other than a tax connsequence the
Issuer expected
d as at the Issue
I
Date.
In certain
c
circu
umstances following notice
n
by tthe Issuer, the
Issuer may red eem all (bu
ut not some
e) Subordinnated Securrities
if it determiness that as a result of a change in the law
ws of
Austtralia or a c hange in AP
PRA’s prudential standdards (including
follow
wing any announcem
ment of a prospecti ve change
e or
ame
endment wh
hich has be
een or will be
b introduceed) all or some
or a percentage
e of Subordinated Securities aree not or willl not
be trreated as T
Tier 2 Capital of the CBA
C
Group under APR
RA’s
prud
dential stan
ndards (as amended from time to time), other
o
than as a resu
ult of a ch
hange of tre
eatment exxpected by the
Issuer as at the
e Issue Date
e.
The Issuer or a ny memberr of the CBA
A Group maay, to the ex
xtent
perm
mitted by ap
pplicable law
ws and regu
ulations, at aany time
purc
chase Subo rdinated Se
ecurities in the
t open maarket, by
tender to all or ssome of the
e Subordina
ated Holderss or by priva
ate
agre
eement or o
otherwise at any price.
Early
y Redemptiion or Repu
urchase of Subordinateed Securitie
es is
subject to the p
prior written approval off APRA.
Hold
ders of Su
ubordinated Securities
s should nnot expect that
APR
RA’s approvval will be given for any early Redemption or
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Repurchase of Subordinatted Securitie
es.
No S
Set-Off:
None of the Isssuer, any Subordinatted Holder or any person
claim
ming throug
gh any of them has any
y right of seet-off in res
spect
of an
ny amountss owed by one
o person to the otherr person ariising
unde
er or in conn
nection with
h the Suborrdinated Seccurities.
Non
n-Viability
Trig
gger Event:
A “N
Non-Viabilityy Trigger Ev
vent” occurs
s when APR
RA notifies the
t
Issuer in writing
g that it believes:
(i)
an E
Exchange or, if the relevant Pricinng Supplem
ment
spec ifies, Write Down of all
a or somee Subordinated
Secu
urities, or conversion
c
or write ddown of ca
apital
instru
uments off the CBA
A Group, is neces
ssary
beca
ause, withou
ut it, the Is
ssuer wouldd become nonviable
e; or
(ii)
a pu
ublic sectorr injection of capital, or equiva
alent
supp
port, is nece
essary beca
ause, witho ut it, the Issuer
would
d become non-viable.
n
APR
RA may sspecify an aggregate
e face vaalue of ca
apital
instrruments w
which mustt be Exc
changed, W
Written Do
own,
conv
verted or wrritten down (as applicable).
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Excchange or Write
W
Dow
wn on the
occu
urrence of a
Non
n-Viability
Trig
gger Event:
If a Non-Viabilit
N
ty Trigger Event
E
occurs
s, the Issueer must:
(i)
Exch
hange; or
(ii)
if the
e relevant Pricing Su
upplement sspecifies Write
W
Down
n, Write Down,
such
h number off Subordina
ated Securitties (or, if it so determines,
such
h percentag
ge of the Outstanding
O
Principal A
Amount of each
e
Subo
ordinated S
Security) as
s is equal (taking intto account any
conv
version or w
write down of other Relevant
R
Seecurities) to
o the
aggrregate face
e value of capital
c
instrruments whhich APRA has
notiffied the I ssuer mus
st be Exchanged, Written Down
D
conv
verted or w
written down
n (or, if APR
RA has nott so notified
d the
Issuer, such n
number or, if the Issuer so dettermines, such
s
perc
centage of the Outstanding Prrincipal Am
mount of each
e
Subo
ordinated S
Security, as is necessary to satisfyy APRA that the
Issuer will no l onger be non-viable).
n
If a Non-V
Viability Trig
gger
Even
nt occurs in
n circumsta
ances where
e APRA beelieves a pu
ublic
sector injection
n of capital, or equivalent supporrt, is neces
ssary
beca
ause, witho
out it, the Is
ssuer would
d become non-viable, the
Issuer must Exxchange or,, if the Pricing Supple ment speciifies,
Write
e Down all S
Subordinate
ed Securitie
es.
In determining
d
the numb
ber of Subordinated Securities
s, or
perc
centage of the Outstanding Prrincipal Am
mount of each
e
Subo
ordinated S
Security, wh
hich must be
b Exchangged, or Wrritten
Dow
wn, the Issue
er will:
(i)
first, exchange, convert or write downn the face value
v
of a ny Relevant Tier 1 Securities whose te
erms
requiire or perm
mit, or are ta
aken by law
w to requirre or
perm
mit, them to be exchan
nged, conveerted or wrritten
down
n before Exchange or Write Down of the
Subo
ordinated Se
ecurities;
(ii)
seco ndly, excha
ange, conve
ert or write down the face
value
e of any Re
elevant Tier 2 Securitiees whose te
erms
requiire or perm
mit, or are ta
aken by law
w to requirre or
perm
mit, them to be exchan
nged, conveerted or wrritten
down
n before Exchange or Write Down of the
Subo
ordinated Se
ecurities; an
nd
(iii)
thirdl y, if excha
ange, conv
version or write down
n of
those
e securities
s is not suffficient, Exc hange or Write
W
Down
n (in the ca
ase of the Subordinated
S
d Securities
s) or
exch ange, conv
vert or write
e down (in tthe case of any
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
otherr Relevant Tier
T 2 Secu
urities) on a pro-rata basis
b
or in a manner that
t
is otherrwise, in thee opinion off the
Issue
er, fair and reason
nable, the Subordinated
Secu
urities and any
a other Relevant
R
Tiier 2 Securrities
whosse terms req
quire or perrmit, or are taken by la
aw to
requiire or perm
mit, them to be exchannged, conve
erted
or w
written down in that manner (suubject to such
s
adjusstments as the Issuer may
m determ
mine to take into
acco unt the effe
ect on mark
ketable parc
rcels and whole
w
numb
bers of Ord
dinary Sharres and anyy Subordinated
Secu
urities or other Rele
evant Tierr 2 Securrities
rema
aining on iss
sue),
but such dettermination will not impede tthe immed
diate
Exch
hange or Write Do
own of th
he relevannt numberr of
Subo
ordinated S
Securities or percenttage of thhe Outstanding
Princ
cipal Amou
unt of each Subordinated Securitty (as the case
c
may be).
If, fo
or any reaso
on, Exchang
ge of any Subordinated
S
d Security (or
( a
perc
centage of the Outs
standing Principal
P
Am
mount of any
Subo
ordinated S
Security) req
quired to be Exchangeed fails to take
effec
ct and the Isssuer is nott otherwise able to issuue the Ordinary
Sharres require
ed to be is
ssued in re
espect of ssuch Excha
ange
withiin five Bus iness Days
s after the date of thee occurrenc
ce of
the Non-Viabilitty Trigger Event, or ifi the Pricinng Supplem
ment
spec
cifies “Write
e Down” the
en the relevant Suborddinated Hold
der’s
rightts (includin
ng to paym
ment of th
he Outstannding Princ
cipal
Amo
ount and Interest) in relation to such Subordinated
Secu
urities or pe
ercentage of the Outs
standing Prrincipal Amount
of th
he Subordin
nated Securrities are im
mmediately aand irrevoc
cably
term
minated (Wriitten Down).
Subo
ordinated H
Holders sh
hould note that the Issuer has
s no
oblig
gation to isssue or ke
eep on iss
sue any R
Relevant Tie
er 1
Secu
urities or Re
elevant Tierr 2 Securitie
es.
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Excchange
Mecchanics
On the Exchan
nge Date, the Issuer will issue the Excha
ange
Num
mber of Ord inary Share
es for each Subordinatted Security
y (or
perc
centage of the Outstanding Prrincipal Am
mount of each
e
Subo
ordinated Security) required to
t be Exxchanged. The
Exch
hange Num
mber is, subjject always
s to the Excchange Num
mber
being no grea
ater than the Maxim
mum Exchaange Num
mber,
calcu
ulated acco
ording to the
e following formula:
f
Exc
change Num
mber
=
Outstanding
O
Principal
Amouunt
P x VW
WAP
where:
P me
eans the nu
umber spec
cified in the Subordinateed Pricing
Supp
plement.
VWA
AP (expresssed in Australian dollarrs and centss) means,
broa
adly, the ave
erage daily volume weighted pricees of Ordina
ary
Sharres traded o
on ASX durring the rele
evant VWAP
P Period.
VWA
AP Period m
means:
(a)
( in the ca
ase of the calculation
c
of
o the Exchaange Numb
ber,
the perio
od of 5 Business Days on which trrading in
Ordinaryy Shares took place im
mmediately ppreceding (but
not inclu
uding) the Exchange
E
Date; or
(b)
( in the ca
ase of the Is
ssue Date VWAP,
V
the period of 20
0
Businesss Days on which
w
tradin
ng in Ordinaary Shares
took pla ce immedia
ately preced
ding but exccluding the
Issue Da
ate.
Max
ximum Exch
hange Num
mber means
s a numberr calculated
acco
ording to the
e following formula:
f
Maximum Excchange
Num
mber
=
Outstandingg Principal
Amoount
0.20 x Issue Date VWAP
P
The Issue Date
e VWAP (an
nd according
gly the Maxximum
Exch
hange Num
mber) is subjject to limite
ed adjustmeents for bon
nus
issue
es and certa
ain capital reconstructi
r
ions.
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
If:
•
•
•
the Sub
bordinated Holder
H
has notified
n
the Issuer that it
does no
ot wish to re
eceive Ordin
nary Sharess as a resultt of
Exchang
ge;
the Sub
bordinated Holder
H
is, brroadly, restrricted by
applicab
ble Australia
an law from
m holding Orrdinary Shares
or is con
nsidered by
y the Issuer not to be a resident off
Australia
a; or
the Issu
uer has not received (fo
or any reasoon whether or
not due to the fault of that Sub
bordinated H
Holder) any
y
informattion require
ed by it so as to impedee the Issuerr
issuing tthe Ordinarry Shares,
then, on the Excchange Datte, the Issue
er will issuee the Excha
ange
Num
mber of Ordiinary Share
es to a nominee (which nominee may
m
not be
b the Issue
er or a Rela
ated Entity of
o the Issue r) for no
additional consiideration on
n terms thatt the nomineee will arran
nge
for th
heir sale at market valu
ue and pay the Attributtable Proce
eeds
to the relevant S
Subordinate
ed Holder.
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Add
ditional NonViab
bility Trigger
Eve
ent Risk
With
hout in any w
way limiting
g the sectio
on above titlled “Investm
ment
Risk
ks”, certain additional risks
r
arise in respect oof Subordinated
Secu
urities.
As outlined
o
in the section
ns above titled “Non-V
Viability Trig
gger
Even
nt” and “Excchange or Write
W
Down
n”, Subordinnated Securrities
are subject to a Non-Viab
bility Trigger Event thaat could lea
ad to
Subo
ordinated S
Securities be
eing Exchan
nged or Wriitten Down.
The inclusion of the Non-Viability
N
y Trigger Event in the
cond
ditions of ccapital securities is a new requuirement under
APR
RA’s pruden
ntial standarrds that hav
ve applied ssince 1 January
2013
3.
It sh
hould be no
oted that whether
w
a Non-Viability
N
y Trigger Event
will occur
o
is at the discrettion of APR
RA and therre are curre
ently
no precedents
p
ffor this. The circumsta
ances in whhich APRA may
exerrcise its disccretion are not limited to when A
APRA may have
h
a co
oncern abou
ut a bank’s
s capital lev
vels but maay also inc
clude
when APRA ha
as a concern
n about a bank’s
b
fundiing and liqu
uidity
levels.
If on
ne, or a co
ombination, of general risks assoociated with
h the
Issuer’s busine
esses lead
ds to a significant ccapital loss
s, or
prolo
onged difficculties in raiising fundin
ng or maintaaining suffic
cient
liquid
dity, the Isssuer believe
es this may be the typee of situatio
on in
whic
ch APRA be
ecomes con
ncerned and notifies thhe Issuer th
hat it
has become no
on-viable.
If Subordinate
S
ed Securitiies are Exchanged
E
following the
occu
urrence of a Non-Via
ability Trigger Event, the numbe
er of
Ordinary Share
es received is limited to
o the Maxim
mum Excha
ange
Num
mber. There is a risk th
hat Subordin
nated Secu rity Holders
s will
rece
eive a numb
ber of Ordin
nary Shares
s with a vallue significa
antly
less than the O utstanding Principal Am
mount.
If a Non-Viabi lity Triggerr Event oc
ccurs and W
Write Dow
wn is
spec
cified or Exxchange is not effectiive and thee Issuer is not
othe
erwise able to issue Ordinary
O
Sh
hares withinn five Busin
ness
Days
s, then Su
ubordinated Security Holders’
H
rigghts under the
Subo
ordinated Securities will be terminated.
t
Subordinated
Secu
urity Holde
ers’ investm
ment will lo
ose all of its value, the
Outs
standing P
Principal Amount
A
will not bee repaid and
Subo
ordinated Security Holders will not receive any
compensation.
If Subordinate
S
ed Securitiies are Exchanged
E
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
following the
occu
urrence of a Non-Viab
bility Trigge
er Event, saale of Ordinary
Sharres issued on Exchan
nge may be restrictedd by applic
cable
Austtralian law,, including,, if the Iss
suer has nnot issued the
discllosure requ
uired by the
t
Corporrations Actt for the new
Ordinary Share
es, then restrictions apply on the ssale of the new
Ordinary Share
es to certain
n investors within 12 m
months of their
issue
e. Howeve
er, these res
strictions will not applyy if CBA ma
akes
certa
ain complliant disclo
osures at the tim
me when the
Subo
ordinated S
Securities arre issued.
Subo
ordinated S
Security Holders may re
eceive Ordi nary Shares on
Exch
hange. The
e rights and liabilitie
es attachinng to Ordinary
Sharres are set out in the Constitution
C
and are alsso regulated by
the Corporation
ns Act, ASX
X Listing Rules
R
and oother applic
cable
laws
s.
Ame
endments
The Issuer mayy amend the
e Conditions
s:
•
without the consent of Holders
s, as set outt in the
Conditio
ons, includin
ng if the am
mendment iss of a forma
al,
technica
al or minor nature;
n
to correct an errror and where
there is no material prejudice and
a if certa in condition
ns
are met ,
ssubstitute fo
or itself a no
on-operatingg holding
ccompany (N
NOHC) as th
he debtor inn respect off the
S
Subordinate
ed Securitie
es and as isssuer of the
O
Ordinary Sh
hares on Ex
xchange; orr
ssubstitute fo
or itself a NOHC as thee issuer of the
t
O
Ordinary Sh
hares on Ex
xchange; annd
•
with the
e consent off Holders, by a Special Resolution
n
being pa
assed at a duly
d
conven
ned meetingg.
Certain amendm
ments may require prio
or written appproval from
m
APR
RA. Approva
al is at the discretion
d
of
o APRA andd may or may
not be
b given.
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
SCHED
DULE 2 – PR
RICING SUPP
PLEMENT
The folllowing shou
uld be read
d in conjuncction with th
he Conditions includedd in the Info
ormation
Memora
andum.
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
SCHED
DULE 3 – SU
UMMARY OF
F CBA CONS
STITUTION
The con
nstitution off CBA is datted 13 Nove
ember 2008
8, and incorrporates am
mendments up to
and including all am
mendments
s passed at the Annuall General Meeting
M
on 113 Novembe
er 2008
(Constitution). Th
he Constituttion provide
es for the folllowing:
y Shares
Rights attaching to Ordinary
m be issu
ued to Holde
ers by way of Exchang
ge. Ordinarry Shares may
m also
Ordinarry Shares may
be issued to a nominee to ho
old for sale
e for your benefit
b
if Ex
xchange occcurs and yo
ou have
notified CBA that you do no
ot wish to receive Orrdinary Sha
ares or youu are an In
neligible
Subordinated Hold
der. Any Orrdinary Sha
ares issued to Holders
s by way off Exchange
e will be
fully paid and will rank
r
equally
y with Ordin
nary Shares
s already on
n issue in alll respects.
Transfe
ers
Subjectt to the AS
SX Settlem
ment Opera
ating Rules, transfers of Ordinarry Shares are not
effective
e until regisstered. Ordiinary Share
es are trans
sferable, subject to thee ASX Listin
ng Rules
and the
e Constitutio
on, and the right of the
e directors of CBA to refuse
r
to reegister a tra
ansfer of
Ordinarry Shares in
n limited circ
cumstancess.
Unless otherwise required
r
by
y law or the
e Constitutio
on, CBA is entitled to ttreat the registered
holder a
as the abso
olute owner of a share
e. Ordinary
y Shares he
eld by a truustee may, with the
directorrs’ consent, be identifie
ed as being subject to the
t relevantt trust.
Except in limited circumstance
es, CBA is n
not bound to
t register more
m
than thhree person
ns as
joint holders of an Ordinary Share. CBA d
does not iss
sue share certificates
c
uunless requ
uired by
law or the ASX Lissting Rules.
Restricttions apply in respect of persons who becom
me entitled to Ordinaryy Shares by
y reason
of a hollder’s death
h, bankruptc
cy or menta
al incapacity
y. In the cas
se of the deeath of a holder, the
survivorr or survvivors jointtly registe red as shareholders
s and thee legal personal
p
represe
entatives of a sole hold
der are the
e only perso
ons CBA will recognisee as having
g title to
the mem
mber’s interrest in the shares.
s
Dividen
nds
Holderss of Ordinarry Shares may
m receive dividends if the directo
ors determinne that a dividend
is payab
ble. CBA may
m not pay a dividend unless CBA
A’s assets exceed
e
its li abilities, the
e
paymen
nt of the divvidend is fair and reaso
onable to ho
olders of Ordinary Sharres as a wh
hole and
the payyment does not materia
ally prejudicce the ability
y of CBA to pay its credditors. Paym
ment
may alsso be subjecct to the rights of holde
ers of securrities carryin
ng preferredd rights. CBA pays
shareho
olders with registered addresses
a
iin Australia, New Zeala
and and thee United Kin
ngdom
cash divvidends by direct crediit. If a directt credit paym
ment instruction is not provided, the
dividend
d will be he
eld in a non--interest bea
aring accou
unt. CBA als
so has a divvidend
reinvestment plan for eligible shareholde
ers. The dire
ectors of CB
BA determinne whether or not
the divid
dend reinve
estment plan operates for each div
vidend and their decisiion is annou
unced
to ASX..
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124
Windin
ng up
On win
nding up of CBA, hold
ders of Ord
dinary Sharres will partticipate in tthe division
n of any
surplus assets of CBA
C
(subjec
ct to the righ
hts of holde
ers of shares carrying ppreferred rig
ghts).
Meeting
gs
Holderss of Ordina
ary Shares are entitle
ed to receiv
ve notice of,
o attend aand, subjec
ct to the
Constitu
ution, to vo
ote in perso
on, by repre
esentative, attorney
a
or proxy at g eneral mee
etings of
CBA.
how of han
nds, each holder (rega rdless of th
he number of shares hheld) has one vote.
On a sh
On a po
oll, each holder has one vote for e
each fully pa
aid Ordinary
y Share hel d.
Issue o
of further shares
The dire
C
control the issue o
of shares. Subject
S
to the Corporaations Act and
a ASX
ectors of CBA
Listing Rules, the directors
d
ma
ay issue furrther shares
s, and grantt rights or o ptions overr shares,
on such
h terms as they
t
think fitt.
Restric
ctions of ow
wnership of
o Ordinary
y Shares
Australiian laws inccluding fina
ancial secto
or and foreig
gn ownersh
hip and takeeover laws impose
certain limitations on
o the right of personss to hold, ow
wn or vote on
o Ordinary Shares.
Variatio
on of the Constitution
C
n
CBA ma
ay seek app
proval by sp
pecial resol ution of holders of Ord
dinary Sharees (passed by at
least 75
5% of the vo
otes cast by
y members entitled to vote
v
on the resolution) to vary the
Constitu
ution.
Commonwea
alth Bank of Ausstralia | ACN 12
23 123 124