Commentary & Deal Flow

IPTs: 10NC5: UKT+145bp area

• Issuer: Commonwealth Bank of Australia (ABN 48 123 123 124) (the “Issuer” or “CBA”)
• LEI: MSFSBD3QN1GSN7Q6C537
• Format: Fixed rate reset subordinated notes (the “Subordinated Notes”)
• Form of Notes: Registered Notes
• Status of 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 (Cth) (the “Corporations Act”).
• Issuer Ratings: Aa2 (Stable) / AA- (Stable) / AA (Stable) (Moody's / S&P / Fitch)
• Expected Issue Rating: A2 / A- / A (Moody’s / S&P / Fitch)
• Currency / Size: £ Benchmark
• Settlement Date: 21-Aug-26 (T+6)
• Optional Redemption Date: 21-Aug-31 (5-year)
• Maturity Date: 21-Aug-36 (10-year)
• IPT: UKT+145bps area
• Rate of Interest: [●]% per annum payable semi-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 semi-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: Five-year UK Gilt Rate at approximately 11am (London Time), on the second Business Day preceding the Optional Redemption Date, as determined by the Principal Paying Agent
• Interest Payment Dates: 21 February and 21 August in each year commencing 21-Feb-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: London, New York, Sydney
• Optional Redemption: Issuer Call (in full and not in part) on the Optional Redemption Date, as described in the Information Memorandum and in the pricing supplement relating to the Subordinated Notes (the “Pricing Supplement”). 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.
• 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. Prior written APRA approval is required, and such approval is at the discretion of APRA and may or may not be given.
• 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 CBA 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
• Programme: The Issuer’s US$70,000,000,000 Euro Medium Term Note Programme (the "Programme"), as described in the Information Memorandum relating to the Programme dated 30-Jun-26 (the "Information Memorandum")
• Denoms / Listing: GBP 100k x 1k / 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 Leads: Commonwealth Bank of Australia, Deutsche Bank AG London Branch, HSBC Bank plc, Lloyds Bank Corporate Markets plc and RBC Europe Limited
• Target market: MiFID II / UK MiFIR Professional Clients and Eligible Counterparties only (all distribution channels permitted by applicable law). No EEA PRIIPs or CCI product summary has been prepared as not available to retail in EEA or UK
• Clearing: Euroclear / Clearstream
• ISIN / Common Code: XS3476611473 / 347661147
• Timing: Books Open, today’s business