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53014 Cba Emtn P1-31 PROGRAMME CIRCULAR Incorporated in Australia with limited liability ASB Finance Limited, London Branch Incorporated in New Zealand with limited liability Unconditionally and irrevocably guaranteed (in the case of Notes issued by ASB Finance Limited, London Branch) by ASB Bank Limited Incorporated in New Zealand with limited liability U.S.$35,000,000,000 Euro Medium Term Note Programme All references in the Programme Circular to ASB Finance Limited, London Branch shall, for the purpose of the disclosure requirement of the Prospectus Directive (as defined below), be construed as references to ASB Finance Limited. Commonwealth Bank of Australia (“CBA”) and ASB Finance Limited, London Branch (“ASB Finance” and, together with CBA, the “Issuers”) may from time to time issue Euro Medium Term Notes (the “Notes”) in any form contemplated in “Conditions of the Notes” herein and as described in “Description of the Programme” herein. The payment of all amounts payable in respect of Notes issued by ASB Finance will be unconditionally and irrevocably guaranteed by ASB Bank Limited (“ASB” or the “Guarantor”). The Notes will be issued from time to time to one or more of the Dealers specified on page 7 (each a “Dealer” and together the “Dealers”, which expression shall include any additional Dealers appointed under the Programme (as defined below) from time to time). The relevant Issuer may agree with any Dealer and The Law Debenture Trust Corporation p.l.c. (the “Trustee”) as trustee for the holders of the Notes that Notes may be issued in a form not contemplated by the “Conditions of the Notes” herein, in which case supplementary listing particulars, if appropriate, will be published which will describe the effect of the agreement reached in relation to such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. Application has been made to the Financial Services Authority acting in its capacity as the competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for Notes to be issued during the period of 12 months from the date of this Programme Circular under this U.S.$35,000,000,000 Euro Medium Term Note Programme (the “Programme”) to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Gilt Edged and Fixed Interest market. References in this Programme Circular to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange’s Gilt Edged and Fixed Interest Market and have been admitted to the Official List. The London Stock Exchange’s Gilt Edged and Fixed Interest Market is a regulated market for the purposes of Directive 93/22/EEC (the “Investment Services Directive”). Notice of the aggregate nominal amount of, interest (if any) payable in respect of, the issue price of, and any other terms and conditions not contained herein which are applicable to, each Series of Notes will be set forth in a Final Terms supplement (each a “Final Terms”) which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK Listing Authority and the London Stock Exchange. This document is issued in replacement of a Programme Circular dated 14 October 2005 and accordingly supersedes that earlier Programme Circular. This does not affect any Notes issued under the Programme prior to the date of this Programme Circular. Arranged by: UBS Investment Bank Citigroup Commonwealth Bank of Australia Credit Suisse First Boston Deutsche Bank Dresdner Kleinwort HSBC JPMorgan Lehman Brothers Merrill Lynch International Morgan Stanley Nomura International UBS Investment Bank Dated 13 October, 2006 This Programme Circular comprises a base prospectus of each Issuer, as explained in the following paragraph, for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”). CBA accepts responsibility for the information contained in the CBA Base Prospectus. The “CBA Base Prospectus” includes the information contained in this Programme Circular except for any of the information contained herein under the headings, “Issuers – ASB Finance Limited, London Branch” and “Guarantor – ASB Bank Limited” on page 6, under the headings “Risk Factors – ASB Finance” and “Risk Factors – ASB” on page 12, under the headings “ASB Finance Limited, London Branch” and “Directors of ASB Finance Limited, London Branch” on pages 66 and 67 and under the headings “ASB Bank Limited” and “Directors of ASB Bank Limited” on pages 68 to 74 (inclusive). Each of ASB and ASB Finance accepts responsibility for the information contained in the ASB Finance Base Prospectus. The “ASB Finance Base Prospectus” includes the information contained in this Programme Circular except for any of the information contained herein under the headings “Issuers – Commonwealth Bank of Australia” on pages 5 and 6, under the headings “Risk Factors – CBA” on pages 11 and 12 and, under the headings “Commonwealth Bank of Australia” and “Directors of Commonwealth Bank of Australia” on pages 58 to 65 (inclusive). To the best of the knowledge of each of CBA, ASB Finance and ASB (which have each taken all reasonable care to ensure that such is the case) the information contained in the Base Prospectus for which it has taken responsibility in accordance with the preceding sentences of this paragraph, is in accordance with the facts and does not omit anything likely to affect the import of such information. Copies of the Final Terms will be available from the registered office of CBA at Level 7, 48 Martin Place, Sydney, NSW 2000, Australia, the London branch office of ASB Finance (currently Senator House, 85 Queen Victoria Street, London EC4V 4HA) and the specified office set out below of each of the Paying Agents (as defined below). The fact that ASB is New Zealand’s fourth largest bank has been extracted from AC Nielsen Consumer Finance Monitor. ASB confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by AC Nielsen Consumer Finance Monitor, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Programme Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Programme Circular shall, save as specified herein, be read and construed on the basis that such documents are so incorporated and form part of this Programme Circular. Neither the Dealers (which term in this paragraph and the third paragraph below includes Commonwealth Bank of Australia in its capacity as a dealer but does not include Commonwealth Bank of Australia in its capacity as an issuer of the Notes) nor the Trustee have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained in this Programme Circular or any further information supplied by each of CBA, ASB Finance and ASB in connection with the Notes. No person has been authorised to give any information or to make any representation not contained in this Programme Circular or any further information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by either Issuer, the Guarantor, any of the Dealers or the Trustee. Neither this Programme Circular nor any further information supplied in connection with the Notes is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by either Issuer, the Guarantor, any of the Dealers or the Trustee that any recipient of this Programme Circular or any further information supplied in connection with the Notes should purchase any of the Notes. Each investor contemplating purchasing Notes should make its own independent investigation of the condition and affairs, 2 and its own appraisal of the creditworthiness, of the relevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance). Neither this Programme Circular nor any further information supplied in connection with the Notes constitutes an offer or invitation by or on behalf of either Issuer, the Guarantor, any of the Dealers or the Trustee to any person to subscribe for or to purchase any of the Notes. The delivery of this Programme Circular does not at any time imply that the information contained herein concerning CBA, ASB Finance and/or ASB is correct at any time subsequent to the date hereof or that any further information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers and the Trustee expressly do not undertake to review the financial or other condition or affairs of CBA, ASB Finance or ASB and any of their respective subsidiaries during the life of the Programme. Investors should review, inter alia, the most recent financial statements of the relevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance) when deciding whether or not to purchase any of the Notes. The distribution of this Programme Circular and the offer or sale of the Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Programme Circular or any Notes come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Programme Circular and the offer or sale of the Notes in the United States of America, the European Economic Area (including the United Kingdom), Japan, Australia and New Zealand (see “Subscription and Sale”).
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