Tier 2

Automatic Exchange or Write Down upon the occurrence of a Non-Viability Trigger Event
Non-Viability Trigger Event
(a) A Non-Viability Trigger Event occurs when APRA notifies the Issuer in writing that it believes:
(i) an Exchange or, if the Subordinated Pricing Supplement specifies, Write Down of all or some Subordinated Securities, or conversion or write down of capital instruments of the CBA Group, is necessary because, without it, the Issuer would become non-viable; or
(ii) a public sector injection of capital, or equivalent support, is necessary because, without it, the Issuer would become non-viable.

APRA may specify an aggregate face value of capital instruments which must be Exchanged, Written Down, converted or written down (as applicable).

If a Non-Viability Trigger Event occurs, the Issuer must:

(i) Exchange in accordance with Conditions 4.2 and 4.3; or

(ii) if the Subordinated Pricing Supplement specifies Write Down, Write Down in accordance with Condition 4.3, such number of Subordinated Securities (or, if it so determines, such percentage of the Outstanding Principal Amount of each Subordinated Security) as is equal (taking into account any conversion or write down of other Relevant Securities as referred to in Condition 4.1(c)) to the aggregate face value of capital instruments which APRA has notified the Issuer must be Exchanged, Written Down converted or written down (or, if APRA has not so notified the Issuer, such number or, if the Issuer so determines, such percentage of the Outstanding Principal Amount of each Subordinated Security, as is necessary to satisfy APRA that the Issuer will no longer be non-viable). If a Non-Viability Trigger Event occurs under Condition 4.1(a)(ii), the Issuer must Exchange or, if the Subordinated Pricing Supplement specifies, Write Down all Subordinated Securities.

Exchange
(a) If a Non-Viability Trigger Event has occurred and all or some of the Subordinated Securities (or percentage of the Outstanding Principal Amount of each Subordinated Security) are required to be Exchanged in accordance with Condition 4.1, then:

(i) Exchange of the relevant Subordinated Securities or percentage of the Outstanding Principal Amount of each Subordinated Security will occur in accordance with Conditions 4.1 and 5 immediately upon the date of occurrence of the Non-Viability Trigger Event; and

(ii) the entry of the corresponding Subordinated Security in each relevant Subordinated Holder’s holding in the Register will constitute an entitlement of that Subordinated Holder (or, where Condition 5.10 applies, of the nominee) to the relevant number of Ordinary Shares (and, if applicable, also to any remaining balance of the Subordinated Securities or remaining percentage of the Outstanding Principal Amount of each Subordinated Security), and the Issuer will recognise the Subordinated Holder (or, where Condition 5.10 applies, the nominee) as having been issued the relevant Ordinary Shares for all purposes,

in each case without the need for any further act or step by the Issuer, the Subordinated Holder or any other person (and the Issuer will, as soon as possible thereafter and without delay on the part of the Issuer, take any appropriate procedural steps to record such Exchange, including updating the Register and the Ordinary Share register and seek quotation of Ordinary Shares issued on Exchange).

If convertible, conversion rate
AUD 10,000 value of ordinary shares subject to 1% discount and Maximum Exchange Number

Ordinary Share means a fully paid ordinary share in the capital of the Issuer.