sydney, 5 november 2014 - commbank · 2019. 8. 20. · cba co (a) (b) (c) (d) lth bank of aus, 5...
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ISSUE OFNOTICE UN
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MONWEALION TIER 2TION 708A
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make paymon 128F ofThe public ospecified in
change
in investinshould con
isks associes of Securin light of
the IssuerSecurities,
al of whichs of currencformulae, enot associdebt secu
ate will be ty purchase
d lose all orities.
of the relether indicestion of funterest rateSecurities.
es provided of Subordinfter the datd in, the Pri
their princcipal amoun
ents f the offer
n the
ng in nsult ated rities their
r, an the
h is cies, ither ated urity, less
ed at or a
vant s or uture es or
that ated te of icing
cipal nt.
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Statrank
alth Bank of Aus
tus and king:
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23 123 124
ordinated ordinated ob
after theincluding
equally of Equal
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nior Rankinosits and otssuer whic
of the Issuepect of instrital) other king Securi
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ding up of urities, and
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any otheJanuary
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Securities bligations o
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of all claies.
ng Obligatther liabilitieh would be
er (and incluuments iss
than Equties.
g Securitiep of the Issthe Issue
includes:
sue at the cer:
he JPY20,0Callable FCurrency Seand
he JPY9,0nstruments
Australia Lissuer in 20
er instrumeny 2013 as in
ng Securitued by the Is
qualify as Tued prior to
will be of the Issuer
respect of Seferred by a
hemselves aSecurities; a
ms in res
tions” meaes, securitieentitled to
uding but nued before
ual Rankin
es” means suer as ther ranking s
commencem
000,000,00ixed/Floatinecurities iss
000,000,000 issued bmited in 112; and
nts, presenstruments c
ties” meansssuer which
Tier 1 Capito 1 Januar
direct, ur and rank:
Senior Rankapplicable la
and with claand
spect of J
ans all preses and othebe admittedot limited to1 January g Securitie
any instrume most junisenior to J
ment of the
0 Perpetuang Rate sued by the
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nking
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up of
ated Dual 999;
ated stern the
ter 1 pital.
sent
any d as
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Ten
alth Bank of Aus
nor:
stralia | ACN 12
consstanwhetCapprovequa
(b)
TheincluBankResethe obligbe aReseheldSubo
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23 123 124
stituting Tiedards whichther or not ital in acc
vided by APally with suc
a
e applicableude (but arking Act 19erve Bank Aevent tha
gations or savailable to erve Bank
d in Australiordinated S
nges to apppreferred bected acco
poses of the
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er 1 Capitah applied psuch instru
cordance wPRA or whch securitie
all ordinary
e laws whre not limit959 (Cth) (BAct 1959 (C
at the Issususpends p
meet its liaof Australia
ia, in prioritSecurities.
plicable lawby law. Thounts or dee Banking A
Securities sr such greacing Supple
al in accordrior to 1 Jan
ument is trewith any thich rank os in a windi
shares of th
hich give pted to) sec(Banking ACth). These uer becomayment, itsabilities to, a and holdty to all oth
ws may exthe Subordieposit liabiliAct.
hall be issuater amountement).
dance with nuary 2013ated as contransitional or are exprng up of the
he Issuer.
priority to ctions 13A Act) and se
provisions mes unable
assets in Aamong others of prote
her liabilities
tend the denated Secities of the
ued with a t as otherw
the prude, irrespectivnstituting T
arrangemressed to e Issuer; an
certain claand 16 of
ection 86 ofprovide tha
e to meetAustralia ar
hers, APRA,ected accos, including
ebts requirecurities are Issuer for
minimum tewise specifie
ential ve of ier 1 ents rank
nd
aims f the f the at, in t its re to , the
ounts g the
ed to not
r the
enor ed in
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Eve
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ents of Defa
stralia | ACN 12
ult: An e
(
(
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23 123 124
event of defa
(a) the IssuSubordia periodpaymen
(b) an orderan effecthe Issupermane
Event of Dordinated H
to recovprovidedthat amopaymenCorporafor specrespect for the w
Event of Dordinated H
espect of anount plus acdate of com
re are no otder has no redy (includisequence oumstances d
fault (Event
er fails to pnated Secu
d of 15 Busint is in compr is made by
ctive resoluter in Austraently stayed
Default occuHolders may
ver the amod that the Isount to the
nt, the Issueations Act);cific performof the Subo
winding up o
Default occuHolder may n amount eqccrued but ummencemen
ther Eventsright to acceng any righ
of any Eventdescribed a
t of Default
ay any amourities and sness Days
pliance withy a court oftion is passealia (and nod within 30
urs as descry institute pr
ount the Issussuer may oextent that,
er will be So
mance of anordinated Sof the Issue
urs as descrprove in the
qual to the ounpaid Internt of the win
of Default, elerate paymht to sue for t of Default above.
) broadly oc
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f competented, for the wt successfuBusiness D
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uer has faileonly be com immediate
olvent (as de
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er in Austral
ribed in parae winding upoutstanding est up to (b
nding up.
and a Suboment or exedamages) other than
ccurs if:
respect of tt continues ere the non
al advice); ot jurisdictionwinding up oully appealeDays).
agraph (a), :
ed to pay, mpelled to pely after the efined in the
gation in
lia.
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but excludin
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the for
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the
ay
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other
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Commonwea
Inte
Stam
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rest:
mp duty
stralia | ACN 12
SuboSuboSecuOutsSubo
InterNo iexchincluthe Eor W
No sthe AustSubotransobta
23 123 124
ordinated ordinated urities. A standing Prordinated S
rest is payanterest acc
hanged foruding) the InExchange D
Write Down D
stamp duty Subordinattralia on thordinated Ssfer), provid
ains an inter
Securities Securities Subordina
rincipal AmoSecurities an
able in arrecrues on Sur Ordinary nterest PayDate or WriDate (as ap
is payable ted Securithe issue oSecurities oded that norest of 90%
may be or Float
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ears on eacubordinated
Shares inment Date ite Down D
pplicable).
in Australiaies. No sof Ordinaryon an Exchao person (or more in
issued asting Rate rity bears ct to the Covant Pricing
ch Interest d Securities n the perithat immedate to the E
on the issustamp duty y Shares tange (or onalone or wCBA.
s Fixed RSubordin
interest ononditions of Supplemen
Payment Ds required toiod from
diately preceExchange D
ue or transfey is payablto a holden a subseqwith associa
Rate ated
n its f the nt.
Date. o be (and edes Date
er of e in
er of uent
ates)
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Commonwea
RedRep
alth Bank of Aus
demption orpurchase:
stralia | ACN 12
r EachDateRedor fu
The Secuthe CexerSubothe r
In cIssuif theAustprosintrominiSuboIssu
In cIssuif it Austfollowameor a be trprudthanIssu
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23 123 124
h Subordinae specifiedemption Am
ully Written D
Issuer maurities on aConditions orcisable befordinated Srelevant Pric
certain circuer may redere is a mattralia (incl
spective chaoduced) themis adverordinated Ser expected
certain circuer may reddetermines
tralia or a cwing any
endment whpercentage
reated as Tdential stan as a resuer as at the
Issuer or amitted by apchase Suboer to all or s
eement or o
y Redemptiect to the p
ders of SuRA’s approv
ated Securd in the mount unlesDown.
ay elect to n Optional of the Subofore the fifthSecurities (ocing Supple
umstances eem all (buterial risk thluding follange or am
e Issuer worse tax Securities d as at the I
umstances eem all (bu
s that as ahange in APannouncem
hich has bee of SuborTier 2 Capindards (as ult of a ch
e Issue Date
ny memberpplicable lawrdinated Sesome of the
otherwise at
ion or Repuprior written
ubordinated val will be
ity will be RPricing S
ss previous
Redeem aRedemptio
ordinated Seh anniversaor such otheement).
following nut not somehat, as a resowing any
mendment would be expconsequencother than Issue Date.
following nut not somea result of PRA’s prudment of a
een or will bdinated Setal of the Camended
hange of tree.
r of the CBAws and reguecurities in te Subordina
any price.
urchase of approval of
Securitiesgiven for
Redeemed upplement ly Redeem
all or somen Date in aecurities. Thry of the Isser later date
notice by te) Subordinsult of a chy announcwhich has bposed to a ce in re
a tax con
notice by te) Subordina change ential stand
a prospectibe introducecurities are
CBA Group from time eatment ex
A Group maulations, at athe open maated Holders
Subordinatef APRA.
s should nany early
on the Matfor its F
med, Exchan
e Subordinaccordance his option issue Date ofe(s) specifie
the Issuer, nated Securange in lawcement obeen or wi more thanlation to nsequence
the Issuer, nated Secur
in the lawdards (incluve changeed) all or s
e not or will under APRto time), o
xpected by
ay, to the exany time arket, by s or by priva
ed Securitie
not expect Redemptio
turity Final nged
ated with
s not f the ed in
the rities ws of f a ll be n de
the the
the rities
ws of ding
e or ome l not RA’s other the
xtent
ate
es is
that n or
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Commonwea
No S
NonTrig
alth Bank of Aus
Set-Off:
n-Viability gger Event:
stralia | ACN 12
Rep
Nonclaimof anunde
A “NIssu
APRinstrconv
23 123 124
urchase of
e of the Isming througny amountser or in conn
Non-Viabilityer in writing
(i) an EspecSecuinstrubecaviable
(ii) a pusuppwould
RA may sruments wverted or wr
Subordinat
ssuer, any gh any of ths owed by onection with
y Trigger Evg that it beli
Exchange oifies, Write
urities, or cuments of
ause, withoue; or
ublic sectorport, is neced become n
specify an which mustritten down
ted Securitie
Subordinatem has any
one person h the Subor
vent” occurseves:
r, if the relDown of a
conversion f the CBAut it, the Is
r injection essary becanon-viable.
aggregatet be Exc(as applica
es.
ted Holder y right of seto the other
rdinated Sec
s when APR
evant Pricinall or someor write d
A Group, ssuer would
of capital,ause, witho
e face vachanged, Wble).
or any peet-off in resr person aricurities.
RA notifies t
ng Suppleme Subordin
down of cais neces
d become
or equivaut it, the Is
alue of caWritten Do
rson spect ising
the
ment ated
apital ssary non-
alent suer
apital own,
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Commonwea
ExcDowoccuNonTrig
alth Bank of Aus
change or Wwn on the urrence of a
n-Viability gger Event:
stralia | ACN 12
Write
a
If a N
suchsuchSuboconvaggrnotifconvIssupercSuboIssuEvensectbecaIssuWrite
In dpercSuboDow
23 123 124
Non-Viabilit
(i) Exch
(ii) if theDown
h number ofh percentagordinated Sversion or wregate facefied the Iverted or wer, such n
centage of ordinated Ser will no lnt occurs inor injectionause, withoer must Exe Down all S
determiningcentage of ordinated S
wn, the Issue
(i) first, of arequipermdownSubo
(ii) secovaluerequipermdownSubo
(iii) thirdlthoseDownexch
ty Trigger E
hange; or
e relevant n, Write Do
f Subordinage of the OSecurity) aswrite down
e value of cssuer mus
written downnumber or,
the OutsSecurity, as onger be nn circumstan of capital,out it, the Isxchange or,Subordinate
the numbthe Outs
Security, wher will:
exchange, ny Relevaire or perm
mit, them to n before ordinated Se
ndly, exchae of any Reire or perm
mit, them to n before ordinated Se
y, if exchae securitiesn (in the caange, conv
Event occurs
Pricing Suwn,
ated SecuritOutstanding
s is equal of other R
capital instrst be Ex
n (or, if APRif the Iss
tanding Pris necessa
non-viable).ances where or equivalssuer would, if the Priced Securitie
ber of Sutanding Prhich must b
convert or nt Tier 1
mit, or are tabe exchan
Exchange ecurities;
ange, conveelevant Tier mit, or are ta
be exchanExchange ecurities; an
ange, convs is not suffase of the Svert or write
s, the Issue
upplement s
ties (or, if it Principal A(taking int
Relevant Seruments whchanged, RA has not uer so detrincipal Amry to satisfyIf a Non-V
e APRA beent suppord become ing Supple
es.
bordinated rincipal Ambe Exchang
write downSecurities
aken by lawnged, conve
or Write
ert or write 2 Securitie
aken by lawnged, conve
or Write nd
version or ficient, Exc
Subordinatede down (in t
er must:
specifies W
so determiAmount of eto account ecurities) tohich APRA Written D
t so notifiedtermines, s
mount of ey APRA thaViability Trigelieves a purt, is necesnon-viable,ment speci
Securitiesmount of eged, or Wr
n the face vwhose te
w to requirerted or wrDown of
down the es whose tew to requirerted or wrDown of
write downhange or Wd Securitiesthe case of
Write
nes, each
any o the
has Down d the such each t the gger ublic
ssary the ifies,
s, or each ritten
value erms re or ritten
the
face erms re or ritten
the
n of Write s) or any
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Commonweaalth Bank of Ausstralia | ACN 12
but ExchSuboPrincmay
If, fopercSuboeffecSharwithithe specrightAmoSecuof thterm
SuboobligSecu
23 123 124
otheror in IssueSecuwhosrequior wadjusacconumbSecurema
such dethange or ordinated Scipal Amoube).
or any reasocentage of ordinated Sct and the Isres requirein five BusNon-Viabilit
cifies “Writets (includinount and urities or pehe Subordin
minated (Wri
ordinated Hgation to isurities or Re
r Relevant Ta manner t
er, fair aurities and ase terms reqire or perm
written dowstments as unt the effebers of Ordurities or aining on iss
termination Write Do
Securities unt of each
on, Exchangthe Outs
Security) reqssuer is not
ed to be isiness Daysty Trigger
e Down” theng to paym
Interest) ercentage
nated Securitten Down)
Holders shssue or keelevant Tier
Tier 2 Secuthat is othernd reasonany other Rquire or per
mit, them to n in that the Issuer mect on markdinary Sharother Rele
sue),
will not own of thor percentSubordina
ge of any Sstanding Pquired to bt otherwise
ssued in res after the Event, or i
en the relevment of thin relationof the Outsrities are im.
hould note eep on issr 2 Securitie
urities) on arwise, in thenable, the Relevant Tirmit, or are be exchanmanner (sumay determketable parcres and anyevant Tier
impede the relevantage of thted Securit
SubordinatedPrincipal Am
e Exchangeable to issu
espect of sdate of theif the Pricinant Subordhe Outstan
to such standing Pr
mmediately a
that the sue any Res.
a pro-rata be opinion of
Subordinier 2 Securtaken by la
nged, conveubject to s
mine to takercels and wy Subordinr 2 Secur
the immednt numberhe Outstanty (as the c
d Security (mount of ed fails to ue the Ordisuch Exchae occurrencng Supplem
dinated Holdnding Princ
Subordinrincipal Amand irrevoc
Issuer hasRelevant Tie
basis f the ated rities
aw to erted such into
whole ated rities
diate r of ding case
(or a any take nary
ange ce of ment der’s cipal ated ount
cably
s no er 1
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Commonwea
ExcMec
alth Bank of Aus
change chanics
stralia | ACN 12
On NumpercSuboExchbeincalcu
Exc
P meSupp
VWAbroaShar
VWA
(
(
Maxacco
MaNum
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23 123 124
the Exchanmber of Ordcentage of ordinated hange Numg no greaulated acco
change Num
where:
eans the nuplement.
AP (expressadly, the averes traded o
AP Period m
(a) in the cathe perioOrdinarynot inclu
(b) in the caBusinestook plaIssue Da
ximum Exchording to the
ximum Excmber
Issue Datehange Numes and certa
nge Date, inary Share
the OutsSecurity)
mber is, subjater than ording to the
mber
umber spec
sed in Austerage daily on ASX dur
means:
ase of the cod of 5 Busy Shares touding) the E
ase of the Isss Days on wce immediaate.
hange Nume following f
change
e VWAP (anmber) is subj
ain capital r
the Issuer es for each tanding Prrequired tject alwaysthe Maxim
e following f
= O
cified in the
ralian dollarvolume we
ring the rele
calculation oiness Daysok place im
Exchange D
ssue Date Vwhich tradinately preced
mber meansformula:
= 0.
nd accordingject to limitereconstructi
will issue Subordinat
rincipal Amto be Ex
s to the Excmum Exchaformula:
Outstanding Amou
P x VW
Subordinate
rs and centsighted price
evant VWAP
of the Exchaon which tr
mmediately pate; or
VWAP, the ng in Ordinading but exc
s a number
OutstandingAmo
20 x Issue
gly the Maxed adjustmeions.
the Exchated Security
mount of exchanged. change Numange Num
Principal unt
WAP
ed Pricing
s) means, es of OrdinaP Period.
ange Numbrading in preceding (
period of 20ary Shares cluding the
r calculated
g Principal ount Date VWAP
ximum ents for bon
ange y (or each The
mber mber,
ary
ber,
but
0
P
nus
-
Commonweaalth Bank of Ausstralia | ACN 12
If: •
•
•
thenNumnot baddifor thto th
23 123 124
the Subdoes noExchangthe Subapplicabor is conAustraliathe Issunot due informatissuing t
, on the Excmber of Ordibe the Issuetional consiheir sale at e relevant S
bordinated Hot wish to rege;
bordinated Hble Australiansidered bya; or
uer has not to the fault
tion requirethe Ordinar
change Datinary Shareer or a Relaideration onmarket valu
Subordinate
Holder has neceive Ordin
Holder is, bran law fromy the Issuer
received (fo of that Sub
ed by it so ary Shares,
te, the Issuees to a nomiated Entity on terms thatue and pay ed Holder.
notified the nary Shares
roadly, restrm holding Or
not to be a
or any reasobordinated Hs to impede
er will issuenee (which
of the Issuet the nominethe Attribut
Issuer that s as a result
ricted by rdinary Sha resident of
on whether Holder) anye the Issuer
e the Excha nominee mr) for no ee will arrantable Proce
it t of
res f
or y r
ange may
nge eeds
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Commonwea
AddViabEve
alth Bank of Aus
ditional Nonbility Trigge
ent Risk
stralia | ACN 12
-r
WithRiskSecu
As oEvenare Subo
The condAPR2013
It shwill ono pexera cowheleve
If onIssuprololiquidwhichas
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23 123 124
hout in any wks”, certain urities.
outlined in nt” and “Excsubject to aordinated S
inclusion ditions of c
RA’s pruden3.
hould be nooccur is at
precedents frcise its disconcern aboun APRA hals.
ne, or a coer’s busineonged difficdity, the Iss
ch APRA bebecome no
Subordinateurrence of nary Share
mber. There eive a numb
than the O
Non-Viabicified or Exerwise able s, then Suordinated urity Holdestanding Pordinated pensation.
Subordinate
way limitingadditional r
the sectionchange or Wa Non-Viab
Securities be
of the Ncapital secntial standar
oted that wthe discretfor this. Thcretion are ut a bank’s
as a concern
ombination, esses leadculties in raisuer believeecomes conon-viable.
ed Securitia Non-Via
es received is a risk th
ber of Ordinutstanding
lity Triggerxchange is
to issue OubordinatedSecurities
ers’ investmPrincipal A
Security
ed Securiti
g the sectiorisks arise i
ns above tiWrite Downbility Triggeeing Exchan
Non-Viabilityurities is ards that hav
whether a Ntion of APRe circumstanot limited
s capital levn about a b
of general ds to a siising fundines this may ncerned an
ies are Eability Trigg
is limited tohat Subordinnary SharesPrincipal Am
r Event ocnot effecti
Ordinary ShSecurity Hwill be t
ment will loAmount w
Holders
ies are E
on above titln respect o
tled “Non-Vn”, Subordinr Event thanged or Wri
y Trigger a new requve applied s
Non-ViabilityRA and therances in wh
to when Avels but ma
bank’s fundi
risks assognificant c
ng or maintabe the type
d notifies th
Exchanged er Event, o the Maximnated Secus with a valmount.
ccurs and Wive and the
hares withinHolders’ rigterminated. ose all of ill not bewill not
Exchanged
led “Investmof Subordin
Viability Trignated Securat could leaitten Down.
Event in uirement usince 1 Jan
y Trigger Ere are currehich APRA
APRA may hay also incing and liqu
ociated withcapital lossaining suffice of situatiohe Issuer th
following the numbemum Excharity Holderslue significa
Write Dowe Issuer isn five Businghts under Subordinits value,
e repaid receive
following
ment ated
gger rities ad to
the nder uary
vent ently may
have clude uidity
h the s, or cient on in hat it
the er of ange s will antly
wn is not ness
the ated
the and any
the
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Commonwea
Ame
alth Bank of Aus
endments
stralia | ACN 12
occuSharAustdisclOrdiOrdiissuecertaSubo
SuboExchSharthe laws
The •
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23 123 124
urrence of ares issued tralian law,losure requnary Sharenary Sharee. Howeveain complordinated S
ordinated Shange. Theres are set Corporation
s.
Issuer maywithout Conditiotechnicathere is are met- s
cSO
- sO
with thebeing pa
ain amendmRA. Approvabe given.
a Non-Viabon Exchan
, including,uired by t
es, then reses to certainer, these resliant disclo
Securities ar
Security Hole rights aout in the C
ns Act, ASX
y amend thethe consen
ons, includinal or minor nno materia, substitute focompany (NSubordinateOrdinary Shsubstitute foOrdinary Sh
e consent ofassed at a d
ments may al is at the d
bility Triggenge may b, if the Issthe Corportrictions apn investors strictions wosures atre issued.
ders may rend liabilitie
ConstitutionX Listing R
e Conditionst of Holdersng if the amnature; to cl prejudice a
or itself a noNOHC) as thed Securitiehares on Exor itself a Nhares on Exf Holders, bduly conven
require priodiscretion o
er Event, sae restrictedsuer has nrations Actply on the swithin 12 m
ill not apply the tim
eceive Ordies attachin and are als
Rules and o
s: s, as set out
mendment isorrect an erand if certa
on-operatinghe debtor ines and as isxchange; orOHC as the
xchange; any a Special ned meeting
or written apof APRA and
ale of Ordid by applicnot issued t for the sale of the months of y if CBA ma
me when
nary Shareng to Ordiso regulate
other applic
t in the s of a formarror and whin condition
g holding n respect ofssuer of the r e issuer of tnd Resolutiong.
pproval fromd may or m
nary cable
the new new their akes
the
s on nary d by
cable
al, ere
ns
f the
the
n
m ay
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Commonwea
SCHED The follMemora
alth Bank of Aus
DULE 2 – PR
lowing shouandum.
stralia | ACN 12
RICING SUPP
uld be read
23 123 124
PLEMENT
d in conjunc
ction with th
he Conditio
ns included
d in the Infoormation
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23 123 124
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141104pm CBA T2 cleansing notice (clean).pdfExecuted Pricing Supplement