Capital/Financing Update • Dec 12, 2025
Capital/Financing Update
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PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a "qualified" investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE – In connection with Section 309B of the Securities and Futures Act 2001 of Singapore (as amended) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined the classification of the Notes to be capital markets products other than prescribed capital markets products (as defined in the CMP Regulations 2018) and Specified Investment Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and in the MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
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Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Programme Circular dated 1 July 2025 and the supplement to it dated 13 August 2025 which together constitutes a base prospectus for the purposes of the UK Prospectus Regulation (the "Programme Circular"). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Programme Circular in order to obtain all the relevant information. The Programme Circular has been published on the Issuer's website at: http://www.commbank.com.au/about-us/investors/emtn-programme.html.
1. Issuer: Commonwealth Bank of Australia 2. (i) Series of which Notes are to be treated as forming part: 6717 (ii) Tranche Number: 1 (iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable 3. Specified Currency or Currencies: Euro ("EUR") 4. Aggregate Nominal Amount: (i) Series: EUR 400,000,000 (ii) Tranche: EUR 400,000,000 5. Issue Price: 100.00 per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations: EUR 100,000 (ii) Calculation Amount (in relation to calculation of interest on Notes in global form or registered definitive form see Conditions): Specified Denominations
7. (i) Issue Date: 12 December 2025
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(ii) Interest Commencement Date: Issue Date
8. Maturity Date: Interest Payment Date falling in or nearest to
December 2026
9. Interest Basis: Compounded Daily ESTR+0.28 per cent.
Floating Rate
(see paragraph 14 below)
10. Redemption/Payment Basis: Subject to any purchase and cancellation or
early redemption, the Notes will be redeemed on the Maturity Date at 100.00 per cent. of their
nominal amount
11. Change of Interest Basis: Not Applicable
12. Put/Call Options: Not Applicable
13. Fixed Rate Note Provisions: Not Applicable
14. Floating Rate Note Provisions: Applicable
(i) Specified Period(s)/Specified
Interest Payment Dates:
12 March 2026, 12 June 2026, 12 September 2026 and 12 December 2026 subject to
adjustment in accordance with the Business
Day Convention set out in (ii) below
(ii) Business Day Convention: Modified Following Business Day Convention
(iii) Additional Business Centre(s): T2, London, New York and Sydney
(iv) Calculation to be on a Not Applicable
Calculation Amount:
Not Applicable
(v) Party responsible for determining the Rate of Interest and/or calculating the Interest
Amount (if not the Principal
Paying Agent):
(vi) Manner in which the Rate of Interest and Interest Amount are
to be determined:
Date(s):
Reference Rate: ESTR
Interest Determination "p" T2 Business Days if ESTR prior to the
Interest Payment Date for the relevant Floating Interest Period or such other date on which the relevant payment of interest falls due (but
which by its definition or the operation of the
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relevant provisions is excluded from such
Interest Floating Period.
Relevant Screen Page: BTMM EU (Bloomberg)
SONIA Observation Not Applicable
Method:
Back Period:
Period:
Method:
€STR Calculation Method: €STR Compounded Daily
€STR Observation Method: Lag
p: Five (5) T2 Business Days
Index Determination: Not Applicable
Specified Time: Not Applicable
Interest Period End Date(s) The Interest Payment Date for the relevant
Interest Period
(vii) Linear Interpolation: Not Applicable
(viii) Margin(s) +0.28 per cent. per annum
(ix) Minimum Rate of Interest: Not Applicable
(x) Maximum Rate of Interest: Not Applicable
(xi) Day Count Fraction: Actual/360, Adjusted
15. Zero Coupon Note Provisions: Not Applicable
16. Issuer Call: Not Applicable
17. Investor Put: Not Applicable
18. Final Redemption Amount: EUR 100,000 per Calculation Amount
Condition 6(f) shall apply
19. Early Redemption Amount payable on redemption for taxation reasons or on
event of default:
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| 20. | Form of Notes: | Bearer Notes: | |
|---|---|---|---|
| Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes upon an Exchange Event. |
|||
| 21. | Payment Business Day Convention: | Modified Following Business Day Convention | |
| 22. | Additional Financial Centre(s): | T2, London, New York and Sydney | |
| 23. | Talons for future Coupons to be attached to Definitive Notes: |
No | |
| PROVISIONS APPLICABLE TO RMB NOTES | |||
| 24. | RMB Currency Event: | Not Applicable | |
| 25. | Spot Rate (if different from that set out in Condition 7(l)): |
Not Applicable | |
| 26. | Party responsible for calculating the Spot Rate: |
Not Applicable | |
| 27. | Relevant Currency (if different from that set out in Condition 7(l)): |
Not Applicable | |
| 28. | RMB Settlement Centre(s) | Not Applicable | |
| DISTRIBUTION | |||
| 29. | Additional selling restrictions: | Not Applicable | |
| By: | Signed on behalf of Commonwealth Bank of Australia |
||
| Title: | Head of Term Funding |
Duly authorised
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(a) Listing and Admission to trading: Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to
trading on the London Stock Exchange's main
market with effect from the Issue Date.
(b) Estimate of total expenses related to admission to trading: GBP 6,200
Ratings: The Notes to be issued are expected to be rated:
Standard & Poor's (Australia) Pty. Ltd: AA-
(i) Reasons for the offer: See "Use of Proceeds" in the Offering Circular
(ii) Estimated net proceeds: EUR 400,000,000
Save for any fees payable to Commonwealth Bank of Australia (the Dealer), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
Indication of Yield: Not Applicable
(i) ISIN: XS3251563253
(ii) Common Code: 325156325
(iii) CFI Code: See the website of the Association of National
Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
(iv) FISN: See the website of the Association of National
Numbering Agencies (ANNA) or alternatively sourced from the responsible National
Numbering Agency that assigned the ISIN
(v) CMU Instrument Number: Not Applicable
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(vi) Any clearing system(s) other than Euroclear and Clearstream, Luxembourg, and the relevant identification number(s):
Not Applicable
(vii) CMU Lodging and Paying Agent: Not Applicable
(viii) Delivery: Delivery against payment
(ix) Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
(x) U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
(xi) Prohibition of Sales to EEA Retail Investors: Applicable
(xii) Prohibition of Sales to UK Retail Investors: Applicable
(xiii) Prohibition of Sales to Belgian Consumers: Applicable
(xiv) Relevant Benchmark As at the date hereof, ESTR does not appear in the register of administrators and benchmarks established and maintained by the UK Financial Conduct Authority pursuant to Article 36 of Regulation (EU) No.2016/1011 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. As far as the Issuer is aware, as at the date hereof, the transitional provisions in Article 51 of Regulation (EU) No. 2016/1011 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 apply, such that ESTR is not currently required to obtain authorisation/registration (or, if located outside the UK, recognition, endorsement or equivalence).
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