Tier 2

Automatic Exchange or Write Down upon the occurrence of a Non-Viability Trigger Event

Non-Viability Trigger Event

A “Non-Viability Trigger Event” occurs when APRA notifies us in writing that it believes:

• 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, we would become non-viable; or

• a public sector injection of capital, or equivalent support, is necessary because, without it, we 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).

Exchange

No Subordinated Note or portion thereof can, or will, be Exchanged at the option of a holder thereof.

If a Non-Viability Trigger Event has occurred and all or some of the Subordinated Notes (or percentage of the Outstanding Principal Amount of each Subordinated Note) are required to be Exchanged in accordance with “—Non-Viability Trigger Event”, then:

• Exchange of the relevant Subordinated Notes or percentage of the Outstanding Principal Amount of each Subordinated Note will occur in accordance with “—Non-Viability Trigger Event” and “—Exchange Mechanics” immediately upon the date of occurrence of the Non-Viability Trigger Event; and

• the entry of the corresponding Subordinated Note in each relevant holding of a holder of Subordinated Notes in the register of the Depositary will constitute an entitlement of that holder of Subordinated Notes (or, where the provisions described under “—Exchange Mechanics — Exchange where the holder of Subordinated Notes does not wish to receive Ordinary Shares or is an Ineligible Subordinated Holder” applies, of the nominee) to the relevant number of Ordinary Shares (and, if applicable, also to any remaining balance of the Subordinated Notes or remaining percentage of the Outstanding Principal Amount of each Subordinated Note), and we will recognize the holder of Subordinated Notes (or, where “—Exchange Mechanics — Exchange where the holder of Subordinated Notes does not wish to receive Ordinary Shares or is an Ineligible Subordinated Holder” 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 us, the holder of the Subordinated Note or any other person (and we will, as soon as possible thereafter and without delay on our part, take any appropriate procedural steps to record such Exchange, including to procure the updating of the register of the Depositary and the Ordinary Share register and seek quotation of Ordinary Shares issued on Exchange).