Commonwealth Bank of Australia : Tier 2 Capital Subordinated JPY Notes Cleansing Notice

Friday, 2 December 2016: Commonwealth Bank of Australia (CBA) is pleased to confirm that, on 2 December 2016, it issued JPY20,000,000,000 worth of subordinated notes. The JPY20,000,000,000 Callable Fixed to Floating Rate Tier 2 Capital subordinated notes due 2026 were issued pursuant to CBA's Euro Medium Term Note Programme (Subordinated Notes). Terms used but not defined in this announcement are defined in the programme circular for the issue of Exempt Notes under CBA's Euro Medium Term Note Programme dated 30 September 2016 (Programme 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) (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 Programme Circular, as supplemented by the pricing supplement for the Subordinated Notes dated 2 December 2016 (Pricing Supplement) and the description of the form of the Subordinated Notes from the section of the Programme Circular headed "Form of the Notes"; 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:

• Subordinated Notes were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

  Commonwealth Bank of Australia | ACN 123 123 124 | 150/2016

  1

• the information in this notice remains current as at today's date;

• 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

• this notice (including the schedules) has complied 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 80,468.54 Ordinary Shares per Subordinated Note (with a nominal value of A$1,222,800), based on the Issue Date VWAP of A$75.98 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.au together with CBA's other ASX announcements.

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

• CBA's half-yearly and annual financial reports;

• Continuous disclosure notices lodged with ASX; and

• Other general information provided to investors.

  Commonwealth Bank of Australia | ACN 123 123 124 | 150/2016

  2

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

• Programme Circular and Pricing Supplement;

• CBA's annual financial report for the year ended 30 June 2016;

• Any continuous disclosure notices given by CBA in the period after the lodgement of its annual financial report for the year ended 30 June 2016 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 Ground Floor, Tower 1

201 Sussex Street

Sydney NSW 2000

Tricia Ho-Hudson

Head of Capital and Regulatory Strategy Telephone (02) 9118 1319

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.

ENDS

Commonwealth Bank of Australia | ACN 123 123 124 | 150/2016

3

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

A. PROVISIONS APPLICABLE TO THE SUBORDINATED NOTES

Commonwealth Bank of Australia | ACN 123 123 124 | 150/2016

4