Commentary & Deal Flow

Book Update: Books > €2.5bn

IPTs: MS+160a

• Issuer: Commonwealth Bank of Australia
• LEI: MSFSBD3QN1GSN7Q6C537
• Format: Fixed rate reset subordinated notes (the “Subordinated Notes”)
• Form of Subordinated Notes: Registered Notes
• Status of Subordinated Notes: Direct, subordinated and unsecured obligations of the Issuer and will rank in the winding up of the Issuer (a) after the claims in respect of Senior Ranking Obligations including claims preferred by applicable laws, (b) equally among themselves and with claims in respect of Equal Ranking Securities and (c) ahead of all claims in respect of Junior Ranking Securities including claims referred to in sections 563AA and 563A of the Corporations Act 2001 of Australia (the “Corporations Act”).
• Issuer Ratings: Aa2/AA-/AA (Moody's/S&P/Fitch)
• Expected Issue Ratings: A2/A-/A (Moody's/S&P/Fitch)
• Currency / Size: € Benchmark
• Settlement Date: 21-May-26 (T+6)
• Optional Redemption Date: 21-May-36
• Optional Redemption: Issuer Call (in full and not in part) on the Optional Redemption Date, as described in the Information Memorandum. The Subordinated Notes will be redeemed at their then outstanding principal amount together with any accrued but unpaid interest as at the date fixed for redemption. Among other things, prior written APRA approval is required by the Issuer to redeem the Subordinated Notes on the Optional Redemption Date. Holders should not expect that APRA approval will be forthcoming.
• Maturity Date: 21-May-37
• IPT: MS+160bps area
• Interest Rate: [•]% per annum payable annually in arrear on each Interest Payment Date for the period from (and including) the Issue Date to (but excluding) the Optional Redemption Date. If the Subordinated Notes have not been redeemed, purchased and cancelled, written-down or exchanged by the Issuer on or before the Optional Redemption Date, the interest, payable annually in arrear for the period from (and including) the Optional Redemption Date to (but excluding) the Maturity Date, shall reset to a fixed rate per annum equal to the aggregate of the applicable Reset Reference Rate and the Reset Margin of [•]%.
• Reset Reference Rate: One-year Euro Mid-Swap Rate at approximately 11am (Frankfurt Time), on the second T2 Business Day preceding the Optional Redemption Date, as determined by the Principal Paying Agent.
• Interest Payment Dates: 21 May in each year commencing 21-May-27, subject to adjustment for payment purposes only in accordance with the Business Day Convention specified below.
• Day Count Convention: Actual/Actual (ICMA), Unadjusted
• Business Day Convention: Following, in the case of payment only
• Business Days: T2, London, Sydney and New York
• Early Redemption at the option of the Issuer (Regulatory Event, for taxation reasons): Issuer may redeem the Subordinated Notes (in full and not in part), subject to the Conditions (including APRA having given prior written approval), for certain taxation or certain regulatory reasons, as described in the Information Memorandum, at their then outstanding principal amount together with any accrued but unpaid interest as at the date fixed for redemption.
• Clean-Up Redemption at the option of the Issuer: Applicable – Issuer may elect to redeem all, but not some only, of the Subordinated Notes outstanding on the Residual Redemption Date, having given irrevocable notice within the Residual Redemption Notice Period in accordance with the Conditions (including APRA having given prior written approval), at their Residual Redemption Amount together with any accrued but unpaid interest to, but excluding, the Residual Redemption Date, if, prior to the date of such notice, 75 per cent or more in aggregate principal amount of the Subordinated Notes issued have been redeemed or purchased and cancelled.
• Non-Viability Trigger Event: A Non-Viability Trigger Event occurs when APRA notifies the Issuer in writing that it believes: (a) an Exchange of all or some Subordinated Notes, or conversion or write down of capital instruments of the Group, is necessary because, without it, the Issuer would become non-viable; or (b) a public sector injection of capital, or equivalent support, is necessary because, without it, the Issuer would become non-viable.
• Exchange following a Non-Viability Trigger Event: Mandatory conversion into ordinary shares of Commonwealth Bank of Australia (ACN 123 123 124) if a Non-Viability Trigger Event occurs. Permanent write-down if conversion fails within 5 Ordinary Share Business Days after the date of the occurrence of the Non-Viability Trigger Event.
• Use of Proceeds: General corporate purposes
• Governing Law: English law except as to the subordination, exchange, write-down and substitution provisions which are governed by New South Wales law
• Documentation: The Information Memorandum dated 1-Jul-25 and the supplements to it dated 13-Aug-25, 12-Feb-26 and 10-Mar-26 (the "Information Memorandum") for the issue of Exempt Notes under the Issuer's Euro Medium Term Note Programme. The Information Memorandum is available at https://www.commbank.com.au/about-us/investors/emtn-programme.html?ei=tl_emtn-programme
• Denominations: €100,000 and integral multiples of €1,000 thereafter
• Listing: Application is expected to be made for the Subordinated Notes to be quoted on the Australian Securities Exchange (“ASX”). The Subordinated Notes will not be traded on the ASX.
• Joint Lead Managers: Barclays, Commonwealth Bank of Australia, Natixis, Société Générale and UBS
• Target Market: MiFID II / UK MiFIR Professional Clients and Eligible Counterparties only (all distribution channels permitted by applicable law). No PRIIPs key information document (KID) or disclosure document required by the FCA Product Disclosure Sourcebook has been prepared as not available to retail in EEA or UK.
• Clearing: Euroclear / Clearstream
• ISIN / Common Code: XS3328447928 / 332844792
• Timing: Books open, today’s business