Company Announcements

Commonwealth Bank of Australia announces cash tender offers for certain of its outstanding notes

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014

LONDON, NEW YORK and SYDNEY, December 1, 2020 - Commonwealth Bank of Australia ("CBA") announced today that it has commenced seven concurrent, but separate cash tender offers for any and all of the outstanding notes (the "Notes") of the series listed in the table below. The tender offers are being made pursuant to an offer to purchase dated today and an accompanying notice of guaranteed delivery, which set out a more complete description of the terms and conditions of the tender offers, including the determination of the cash purchase price in the case of the Fixed Rate Notes (as defined below). Holders of the Notes are urged to read the offer to purchase and the accompanying notice of guaranteed delivery carefully before making any decisions with respect to the tender offers.

The tender offers will expire at 5:00 p.m., New York City time, on December 7, 2020, unless extended (such time and date, as the same may be extended with respect to a tender offer, the "Expiration Date"). Tendered Notes may be withdrawn at any time at or prior to, but not after, 5:00 p.m., New York City time, on December 7, 2020, unless extended (such time and date, as the same may be extended with respect to a tender offer, the "Withdrawal Date"). The settlement date of the tender offers will occur promptly following the Expiration Date, expected to be December 10, 2020 (the "Settlement Date").

To be eligible to receive the applicable purchase price described below under the relevant tender offer, holders of the Notes must (i) validly tender and not validly withdraw their Notes at or prior to the Expiration Date or (ii) deliver a properly completed and duly executed notice of guaranteed delivery and other required documents pursuant to the guaranteed delivery procedures described in the offer to purchase (the "Guaranteed Delivery Procedures") at or prior to the Expiration Date and tender their Notes at or prior to 5:00 p.m., New York City time, on the second Business Day following the Expiration Date, which is expected to be December 9, 2020 (the "Guaranteed Delivery Date"). In addition to the purchase price, holders whose Notes are accepted for purchase in the tender offers will also receive accrued and unpaid interest from, and including, the last interest payment date for the relevant series of Notes up to, but excluding, the Settlement Date ("Accrued Interest").

The following table sets forth the series of Notes subject to the tender offers, the applicable purchase price payable (the "Purchase Price") for Notes accepted for purchase in the tender offers and the acceptance priority level (the "Acceptance Priority Level") for each tender offer in connection with the Maximum Tender Condition (as defined below):

(1)  Subject to the satisfaction or waiver of the conditions of the tender offers described in the offer to purchase, if the Maximum Tender Condition is not satisfied with respect to every series of Notes, CBA will accept Notes for purchase in the order of their respective Acceptance Priority Level (with 1 being the highest Acceptance Priority Level and 7 being the lowest Acceptance Priority Level). It is possible that a tender offer with a particular Acceptance Priority Level will result in the Maximum Tender Amount (as defined below) being exceeded and therefore Notes sought in such tender offer will not be accepted for purchase even if one or more series of Notes with a higher or lower Acceptance Priority Level are accepted for purchase.

(2)  Per US$1,000 or €1,000, as applicable, principal amount of Notes. In addition to the applicable Purchase Price specified in the table above, holders whose Notes are purchased in the tender offers will also receive accrued and unpaid interest from, and including, the last interest payment date for the relevant series of Notes up to, but excluding, the Settlement Date ("Accrued Interest").

Subject to the satisfaction or waiver of the conditions of the tender offers described in the offer to purchase (including the Maximum Tender Condition), CBA will pay holders of the (i) 1.125 per cent. Notes due 18 January 2028, (ii) 3.350% Senior Medium-Term Notes, Series A due June 4, 2024, (iii) 3.450% Senior Medium-Term Notes, Series A due March 16, 2023 and (iv) 2.850% Senior Medium-Term Notes, Series A due May 18, 2026 (collectively, the "Fixed Rate Notes") that validly tender and do not validly withdraw their Fixed Rate Notes at or prior to the Expiration Date the applicable Purchase Price of such series described below, and will pay holders of the (i) Floating Rate Senior Medium-Term Notes, Series A due June 4, 2024, (ii) Floating Rate Notes due March 2023 and (iii) Floating Rate Senior Medium-Term Notes, Series A due March 16, 2023 (collectively, the "Floating Rate Notes") that validly tender and do not validly withdraw their Floating Rate Notes at or prior to the Expiration Date the applicable Purchase Price of such series of Floating Rate Notes indicated in the table above.

The Purchase Price for each series of Fixed Rate Notes (each, a "Fixed Rate Note Purchase Price") will be determined as described in the offer to purchase in a manner intended to result in a yield to maturity equal to the sum of (i) in the case of Fixed Rates Notes denominated in Euros, the 2028 Interpolated Mid-Swap Rate (as defined in the offer to purchase), as determined at 9:00 a.m., New York City time, on December 7, 2020 (such time and date, as the same may be extended, the "EUR Price Determination Time"), or (ii) in the case of Fixed Rate Notes denominated in U.S. dollars, the yield to maturity of the applicable reference benchmark for the relevant series of Fixed Rate Notes denominated in U.S. dollars based on the bid-side price of such reference benchmark as displayed on the applicable Bloomberg Reference Page specified in the table above, as determined at 2:00 p.m., New York City time, on December 7, 2020 (such time and date, as the same may be extended, the "USD Price Determination Time"), plus, in each case, the relevant fixed spread as shown in the table above. This sum is referred to in the offer to purchase as the "Tender Offer Yield" in respect of such series of Fixed Rate Notes. Specifically, the Fixed Rate Note Purchase Price per US$1,000 or €1,000, as applicable, principal amount of each series of Fixed Rate Notes will equal the present value of all remaining payments of the principal and interest on such series of Fixed Rate Notes, discounted to the Settlement Date, at a discount rate equal to the applicable Tender Offer Yield, minus, in each case, the applicable Accrued Interest for such series of Fixed Rate Notes.

The tender offers are not contingent upon the tender of any minimum principal amount of Notes. The consummation of a tender offer is not conditioned on the consummation of the other tender offers. Each tender offer is independent of the other tender offers, and CBA may terminate, withdraw or modify any tender offer without terminating, withdrawing or modifying other tender offers. However, the tender offers are subject to the satisfaction or waiver of certain conditions set forth in the offer to purchase, including the Maximum Tender Condition described below.

CBA's obligation to accept for purchase, and to pay the applicable Purchase Price for a particular series of Notes validly tendered pursuant to the tender offers is subject to, and conditioned on the aggregate principal amount of all Notes validly tendered and accepted for purchase in the tender offers not exceeding US$1,500 million (the "Maximum Tender Amount"), and on the Maximum Tender Amount being equal to or greater than the sum of the aggregate principal amount of all validly tendered Notes of such series, plus the aggregate principal amount of all validly tendered Notes of each series accepted for purchase in the tender offers having a higher Acceptance Priority Level (the "Maximum Tender Condition").

If the Maximum Tender Condition is not satisfied with respect to each series of Notes, then CBA may, at any time at or prior to the Expiration Date, for (i) a series of Notes (the "First Non-Covered Notes") for which the Maximum Tender Amount is less than the sum of (x) the aggregate principal amount of all validly tendered First Non-Covered Notes and (y) the aggregate principal amount of all validly tendered Notes of all series, having a higher Acceptance Priority Level (with 1 being the highest Acceptance Priority Level and 7 being the lowest Acceptance Priority Level) than the First Non‑Covered Notes, and (ii) all series of Notes with an Acceptance Priority Level lower than the First Non‑Covered Notes (together with the First Non-Covered Notes, the "Non-Covered Notes"):

(a)        terminate a tender offer with respect to one or more series of Non-Covered Notes for which the Maximum Tender Condition has not been satisfied and promptly return all validly tendered Non‑Covered Notes to the respective tendering holders; or

(b)        waive the Maximum Tender Condition with respect to one or more series of Non-Covered Notes and accept all Notes of such series, and of any series of Notes having a higher Acceptance Priority Level, validly tendered; or

(c)        if there is any series of Non-Covered Notes for which:

1.      the aggregate principal amount of all validly tendered Notes of such series, plus

2.      the aggregate principal amount of all validly tendered Notes of all series having a higher Acceptance Priority Level than such series of Notes, other than any Non-Covered Notes,

are equal to, or less than, the Maximum Tender Amount, accept all validly tendered Notes of all series having a lower Acceptance Priority Level, until there is no series of Notes with a higher or lower Acceptance Priority Level to be considered for purchase for which the conditions set forth above are met.

It is possible that a tender offer with a particular Acceptance Priority Level will result in the Maximum Tender Amount being exceeded and therefore Notes sought in such tender offer will not be accepted for purchase even if one or more series of Notes with a higher or lower Acceptance Priority Level are accepted for purchase.

If any series of Notes is accepted for purchase pursuant to the tender offers, all Notes of that series that are validly tendered will be accepted for purchase. No series of Notes will be subject to proration pursuant to the tender offers.

For purposes of determining whether the Maximum Tender Condition is satisfied, CBA will assume that all Notes tendered pursuant to the Guaranteed Delivery Procedures will be duly delivered at or prior to the Guaranteed Delivery Date and CBA will not subsequently adjust the acceptance of the Notes in accordance with the Acceptance Priority Levels if any such Notes are not so delivered. CBA reserves the right, subject to applicable law, to waive the Maximum Tender Condition with respect to any tender offer.

In determining the if Maximum Tender Condition is satisfied for any of the Offers, the aggregate U.S. dollar-equivalent principal amount of Notes denominated in Euros tendered in the tender offers shall be calculated at the exchange rate, as of the USD Price Determination Time, as reported on Bloomberg screen page "BFIX" under the heading "FX Rate vs. USD" (or, if such screen is unavailable, a generally recognized source for currency quotations selected by the Dealer Managers (as defined below) with quotes as of a time as close as reasonably possible to the aforementioned).

CBA may, in its sole discretion, subject to applicable law, waive any one or more of the conditions at any time.

If CBA terminates any tender offer with respect to one or more series of Notes, it will give written notice thereof to the Depositary (as defined below) and will make a public announcement thereof as promptly as practicable and all Notes tendered pursuant to such terminated tender offer(s) and not accepted for payment will be returned promptly to the tendering holders thereof. With effect from such termination, any Notes blocked at the relevant clearing system will be released. If the Maximum Tender Condition is not satisfied with respect to a series of Notes, elections to the Guaranteed Delivery Procedures will be promptly rejected with respect to such series.

BNP Paribas, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Commonwealth Bank of Australia, J.P. Morgan Securities LLC and J.P. Morgan Securities plc are serving as dealer managers (collectively, the "Dealer Managers") in connection with the tender offers. Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as Dealer Managers in respect of the tender offers for the Notes denominated in U.S. dollars. Citigroup Global Markets Limited and J.P. Morgan Securities plc are acting as Dealer Managers in respect of the tender offers for the Notes denominated in Euros. Commonwealth Bank of Australia is acting as a Dealer Manager only in respect of the tender offers outside the United States. Global Bondholder Services Corporation is acting as the depositary and information agent (the "Depositary") for the tender offers.

This announcement is released by CBA and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the tender offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Kara Nicholls, Group Company Secretary, Commonwealth Bank of Australia.

Neither the offer to purchase nor any disclosure document (as defined in the Corporations Act 2001 of Australia (the "Australian Corporations Act")) in relation to the Notes has been lodged with the Australian Securities and Investments Commission, and the tender offers are only available to persons in Australia to whom an offer or invitation can be made without disclosure under Parts 6D.2 or 7.9 of the Australian Corporations Act.

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to sell any securities. The tender offers are being made only pursuant to the terms and conditions set forth in the offer to purchase and the accompanying notice of guaranteed delivery. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

The tender offers are not being made to holders of Notes in any jurisdiction in which CBA is aware that the making of the tender offers would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the tender offers to be made by a licensed broker or dealer, the tender offers will be deemed to be made on CBA's behalf by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Any questions or requests for assistance regarding the tender offers may be directed to (i) BNP Paribas at +44 20 7595-8668 (Europe), (888) 210-4358 (U.S. toll-free) or (212) 841-3059 (U.S.); (ii) Citigroup Global Markets Inc. at (800) 558-3745 (U.S. toll-free) or (212) 723-6106 (collect); (iii) Citigroup Global Markets Limited at +44 20 7986-8969; (iv) Commonwealth Bank of Australia at +61 (2) 9118-1221 (collect); (v) J.P. Morgan Securities LLC (within the United States) at (212) 834-4045 (U.S. collect) or (866) 834‑4666 (U.S. toll-free); or (vi) J.P. Morgan Securities plc (outside the United States) at +44 20 7134‑2468. Requests for documents may be directed to Global Bondholder Services Corporation, Inc. at (866) 470-3800 (U.S. toll-free) or (212) 430-3774. The offer to purchase and accompanying notice of guaranteed delivery can be accessed at the following link: https://www.gbsc-usa.com/commonwealth/.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from such holder in order for that holder to be able to participate in, or withdraw their instruction to participate in, a tender offer, before the deadlines specified herein and in the offer to purchase. The deadlines set by any such intermediary and the relevant clearing systems for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the offer to purchase.

The tender offers are being made solely pursuant to the offer to purchase and accompanying notice of guaranteed delivery. The offer to purchase and accompanying notice of guaranteed delivery have not been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the offer to purchase, the accompanying notice of guaranteed delivery or any other documents related to the tender offers, and it is unlawful and may be a criminal offense to make any representation to the contrary.

United Kingdom. This announcement has been issued by CBA which is authorized and regulated by the Australian Prudential Regulation Authority and is subject to limited regulation by the United Kingdom Financial Conduct Authority (the "FCA"), and is being distributed only to existing holders of the Notes. This announcement is only addressed to such holders where they would (if they were clients of CBA) be per se professional clients or per se eligible counterparties of CBA within the meaning of the FCA rules. This announcement is not addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of this announcement should note that CBA is acting on its own account in relation to the tender offers and will not be responsible to any other person for providing the protections which would be afforded to clients of CBA or for providing advice in relation to the tender offers.

In addition, this announcement and any other documents or materials relating to the tender offers are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement, such documents and/or materials as a financial promotion is only being made to persons outside the United Kingdom or those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement, or such other documents or materials relates is available only to and will be engaged in only with Relevant Persons, and they should not be relied on by any person who is not a Relevant Person.

Italy. None of the tender offers, this announcement or any other document or materials relating to the tender offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. Each of the tender offers is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

France. The tender offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor any other document or material relating to the tender offers has been or shall be distributed to the public in France and only qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the tender offers. This announcement has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium. The tender offers are not being made, directly or indirectly, to the public in Belgium. Neither this announcement nor any other documents or materials relating to the tender offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten / Financial Services and Markets Authority) and, accordingly, the tender offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the tender offers may not be advertised and the tender offers will not be extended, and neither this announcement nor any other documents or materials relating to the tender offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of investment instruments and the admission to trading of investment instruments on a regulated market (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, this announcement has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the tender offers. Accordingly, the information contained in this announcement may not be used for any other purpose or disclosed to any other person in Belgium.

Forward-Looking Statements

This announcement contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. CBA undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason, except as required by applicable law.