PART A CONTRACTUAL TERMS

Transcription

1 FINAL TERMS 13 June 2011 Commonwealth Bank of Australia Issue of NOK 250,000, per cent. Notes due 15 December 2015 (the Notes ) (to be consolidated and form a single series with the NOK 500,000, per cent. Notes due 15 December 2015 issued on 15 March 2011 (the "Existing Notes")) under the U.S.$70,000,000,000 Euro Medium Term Note Programme The Programme Circular referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Programme Circular dated 14 October 2010 and the Supplement dated 16 February 2011 (together, the "Programme Circular") which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Programme Circular and the Supplement. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Programme Circular and the Supplement. The Programme Circular and the Supplement are available for viewing during normal business hours at the registered and head office of CBA at Ground Floor, Tower 1, 201 Sussex Street, Sydney, NSW, Australia, 2000 and copies may be obtained from the Principal Paying Agent at Winchester House, 1 Great Winchester Street, London EC2N 2DB, England. 1. Issuer: Commonwealth Bank of Australia

2 2. (i) Series of which Notes are to be treated as forming part: 5065 (ii) Tranche Number: 2 the Notes will be consolidated and form a single series with the Existing Notes upon exchange of the Temporary Bearer Global Note for the Permanent Bearer Global Note upon certification as to non-u.s. beneficial ownership, expected to occur on or after the first day following the expiry of 40 days after the Issue Date 3. Specified Currency or Currencies: Norwegian Krone ("NOK") 4. Aggregate Nominal Amount: (i) Series: 750,000,000 (ii) Tranche: 250,000, Issue Price of Tranche: per cent. of the Aggregate Nominal Amount plus 92 days' accrued interest in respect of the period from, and including 15 March 2011 to, but excluding, 15 June (i) Specified Denominations: NOK 10,000 (ii) Calculation Amount: NOK 10, (i) Issue Date: 15 June 2011 (ii) Interest Commencement Date: 15 March Maturity Date: 15 December Interest Basis: Fixed Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest Basis or Redemption/ Payment Basis: Not applicable

3 12. Put/Call Options: Not applicable 13. Status of the Notes: Unsubordinated 14. Method of distribution: Non-Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions Applicable (i) Rate of Interest: per cent. per annum payable annually in arrear (ii) (A) Interest Period End Date(s): (B) Interest Payment Date(s): 15 December in each year from and including 15 December 2011 (iii) Fixed Coupon Amount(s): NOK per Calculation Amount payable on each Interest Payment Date other than the first Interest Payment Date where a Broken Amount will apply. (iv) Business Day Convention: (A) (B) Interest Period End Date(s): Interest Payment Date(s): Following Business Day Convention (v) Additional Business Centre(s): (vi) Broken Amount(s): NOK per Calculation Amount payable on the first Interest Payment Date falling in December (vii) Day Count Fraction: Actual/Actual (ICMA) (viii) Determination Date(s): 15 December in each year, commencing on 15 December 2011 (ix) Other terms relating to the method of calculating interest None

4 for Fixed Rate Notes: 16. Floating Rate Note Provisions 17. Zero Coupon Note Provisions 18. Index Linked Note Provisions 19. Dual Currency Note Provisions PROVISIONS RELATING TO REDEMPTION 20. Issuer Call: 21. Investor Put: 22. Final Redemption Amount: NOK 10,000 per Calculation Amount 23. Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6(g): Condition 6(g) shall apply GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Any applicable Taxing Jurisdiction: 25. Form of Notes: Bearer Notes Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes only upon an Exchange Event 26. Additional Financial Centre(s) or other special provisions relating to Payment Dates: 27. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): Sydney, New York and TARGET2, in addition to London and Oslo No

5 28. Details relating to Partly-Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 29. Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made: 30. Redenomination applicable: Redenomination not applicable 31. Other final terms: DISTRIBUTION 32. (i) If syndicated, names and addresses of Managers and underwriting commitments: (ii) Date of Syndication Agreement: (iii) Stabilising Manager(s) (if any): 33. If non-syndicated, name and address of relevant Dealer: The Toronto-Dominion Bank 60 Threadneedle Street London EC2R 8AP United Kingdom 34. Total commission and concession: per cent. of the Aggregate Nominal Amount 35. Whether TEFRA D rules applicable or TEFRA rules not applicable: TEFRA D 36. Non exempt Offer: 37. Additional selling restrictions: Kingdom of Norway The Issuer has not sought the approval of the Ministry of Finance of the Kingdom of Norway for the Notes to be publicly

6 tradeable in Norway nor has it sought the approval of the Norwegian National Bank for the introduction of the Notes onto the Norwegian market. No offering material in relation to the Notes has therefore been, or will be, approved by the Oslo Stock Exchange. Accordingly, each Manager will be required to represent and agree that it has not offered or sold and will not offer or sell any Notes directly or indirectly in the Kingdom of Norway or to residents or citizens of the Kingdom of Norway and that it has not distributed and will not distribute the Programme Circular or any other offering material relating to the Notes in or from the Kingdom of Norway. PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's regulated market and to listing on the Official List of the UK Listing Authority of the Notes described herein pursuant to the U.S.$70,000,000,000 Euro Medium Term Note Programme of Commonwealth Bank of Australia and ASB Finance Limited, London Branch. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of Commonwealth Bank of Australia: By:... Duly authorised

7 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING 2. RATINGS 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 regulated market and the Official List of the UK Listing Authority) with effect from 15 June The Existing Notes have been admitted to trading on the London Stock Exchange's regulated market and to listing on the Official List of the UK Listing Authority. Ratings: The Notes to be issued have been rated: S&P: AA Moody's: Aa2 The following ratings reflect the ratings allocated to notes of the type issued under the Programme generally: S & P: AA Moody's: Aa2 Fitch: AA Standard & Poor's (Australia) Pty Ltd. is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009. However, the application for registration under Regulation (EC) No. 1060/2009 of Standard & Poor's Credit Market Services Europe Limited, which is established in the European Union, disclosed the intention to endorse credit ratings of Standard & Poor's

8 (Australia) Pty Ltd. Notification of the corresponding registration decisions has not yet been provided by the relevant competent authority. Fitch Australia Pty Limited is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009. However, the application for registration under Regulation (EC) No. 1060/2009 of Fitch Ratings Limited, which is established in the European Union, disclosed the intention to endorse credit ratings of Fitch Australia Pty Limited. Notification of the corresponding registration decisions has not yet been provided by the relevant competent authority. Moody's Investor Services Pty Ltd is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009. However, the application for registration under Regulation (EC) No. 1060/2009 of Moody's Investors Service Limited, which is established in the European Union, disclosed the intention to endorse credit ratings of Moody's Investor Services Pty Ltd. Notification of the corresponding registration decisions has not yet been provided by the relevant competent authority. 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to their offer. 4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer See "Use of Proceeds" wording in the Programme Circular (ii) Estimated net proceeds: NOK 254,189,383.56

9 (iii) Estimated total expenses: 1,750 (admission to trading) 5. YIELD Indication of yield: per cent. per annum The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 6. HISTORIC INTEREST RATES 7. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING 8. PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT 9. OPERATIONAL INFORMATION (i) ISIN Code: Until the Notes have been consolidated and form a single series with the Existing Notes, they will be assigned a temporary ISIN code as follows: XS Thereafter, they will assume the same ISIN as the Existing Notes as follows: XS (ii) Common Code: Until the Notes have been consolidated and form a single series with the Existing Notes, they will be assigned a temporary Common Code as follows: Thereafter, they will assume the same

10 Common Code as the Existing Notes as follows: (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): (iv) Delivery: Delivery against payment (v) Names and addresses of additional Paying Agent(s) (if any): 10. TERMS AND CONDITIONS OF THE OFFER Offer Price: Conditions to which the offer is subject: Description of the application process: Details of the minimum and/or maximum amount of application: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:

11 Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: