Notice of Meeting 2019 Annual General Meeting Contents

How to get there 3

Chairman’s message 4

Our business 6

What we delivered in FY19 7

Notice of meeting 8

Explanatory Memorandum 10

2 of Notice of Meeting 2019 How to get there

By Car 2019 Annual By Train The ICC Exhibition Car Park provides Town Hall and Central Stations are General Meeting casual rate parking. Entry is via Darling approximately a 10 minute walk to the Drive. Information on parking is available ICC Sydney. The 2019 Annual General at iccsydney.com.au/visit-icc-sydney/ Getting-To-ICC-Sydney#parking- Meeting of the Commonwealth By Bus information Bank of Australia (AGM or Take bus routes 389 and 501. The bus More parking is available at the ICC Meeting) will be held on stop closest to the ICC Sydney is at Theatre Car Park, also accessible via Wednesday, 16 October 2019 Harris Street, near Allen Street, and is Darling Drive. with registration commencing approximately a 10 minute walk to the ICC Sydney. at 8:30am (Sydney time). By Taxi By Light Rail The closest taxi drop off and pick up point The Meeting will commence at 9:30am is located on Iron Wharf Place next to (Sydney time) in the Darling Harbour The closest light rail stops are Convention Harbourside Shopping Centre, accessible Theatre at the International Convention Centre and Exhibition Centre and are via Darling Drive and is directly in front of Centre (ICC) Sydney, 14 Darling Drive, approximately a 2 minute walk to the the ICC Sydney. Sydney, New South Wales. A map and ICC Sydney. directions are set out below. On Foot By Ferry Timetables and further transport The Darling Harbour Theatre is located Direct ferry services operated by information are available at on Level 3 and is accessible from Ground Captain Cook Cruises to Darling Harbour transportnsw.info and iccsydney.com. Level by lift, escalator and stairs. The Convention Wharf are available from au/visit-icc-sydney most appropriate entrance to access the Circular Quay, King Street Wharf and Darling Harbour Theatre is marked on the Pyrmont Bay Wharf. Darling Harbour map below. Convention Wharf is approximately a 1 minute walk to ICC Sydney.

Arrive early to allow time for registration and security checks

QUARRY STREET WESTERNDISTRIBUTOR

MURRAY STREET HARRIS STREET

Taxi Light Rail PYRMONT STREET Exhibition Dropo/Pickup Convention Carpark Centre Entry Light Rail Exhibition Centre DARLING DRIVE

Convention Sofitel Darling Centre Harbour

IRON WHARF PLACE Dropo zone Hotel

Exhibition Convention Centre Entry Harbourside ICC Shopping Centre Sydney Main Foyer Theatre

Moriarty Walk

TUMBALONG BOULEVARD Cockle Bay

3 Chairman’s Our business Notice of Explanatory message What we delivered in FY19 meeting Memorandum

Chairman’s message

We expect the sale of Count Financial to complete in October, are ceasing our CFP-Pathways business, and have commenced the assisted closure of Financial Wisdom. By simplifying our portfolio of businesses we are reducing risk and cost and creating the capacity to invest in our core banking businesses. We have also been working to become a better bank, and to deliver better outcomes for our customers. This year, we have been committed to fixing past failings and to compensating impacted customers quickly. To deliver on our purpose of improving customers’ financial wellbeing we have been removing and reducing fees and charges, and have introduced smart alerts to help customers avoid fees. Improvements have also been made to the way we listen and respond to customers, including the implementation of a more robust complaints handling process.

Executive leadership This financial year marks the first full year of Matt Comyn as Chief Executive Officer of the Bank. Matt has built a new Dear Shareholder Becoming a simpler, better bank experienced leadership team that is working to deliver cultural change and the I am pleased to invite you to attend the We are becoming a simpler, more focused Bank’s strategy. 2019 AGM of the Commonwealth Bank bank that is aligned to meeting the needs of Australia. of customers in our core markets. This year our focus has been on our Wealth Governance, culture and accountability In the 2019 financial year we have Management division where we have Much work has been done to strengthen made significant progress on our been remediating past issues and governance, culture and accountability strategy to become a simpler, better making progress on our plans to exit at the Bank. Most recently, this work has bank and have been addressing key our wealth businesses. been guided by the recommendations governance, accountability, risk and of last year’s Australian Prudential We sold our life insurance remediation issues. Regulation Authority (APRA) Prudential business, Sovereign, in July 2018 for Inquiry into CBA and we have been $1.3 billion; and in August this year, working systematically to deliver all of the completed the sale of our global asset milestones in the resulting APRA-endorsed management business, Colonial First Remedial Action Plan. The key focus this State Global Asset Management year has been to improve the governance (CFSGAM), for $4.2 billion. and management of non-financial risk, We are making progress on the sales of including operational risk and compliance. our life insurance businesses in Australia, We have implemented the Banking China and Indonesia. We are also exiting Executive Accountability Regime (BEAR). our aligned financial advice businesses.

4 Commonwealth Bank of Australia Notice of Meeting 2019 We have also been making changes commitment to supporting the responsible Items of business to our business in response to the global transition to net zero emissions The Notice of Meeting for the AGM recommendations of the Final Report of – including by reducing our exposures commences on page 8 of this document the Royal Commission into Misconduct in to thermal coal mining and coal fired and outlines the items of business that we the Banking, Superannuation and Financial power generation, with a view to exiting will put to shareholders for consideration. Services Industry. As the supporting the sectors by 2030, subject to Australia Background information on these legislative and regulatory changes are having a secure energy platform. The items is contained in the Explanatory made, we will continue to work with our policy also incorporates our human Memorandum on pages 10 to 15, which regulators and government to implement rights commitments and our approach to forms part of the Notice of Meeting. the recommendations. managing the risks of modern slavery in our business operations and supply chains. The Notice of Meeting contains Remuneration resolutions for: Remuneration plays an important role Financial performance  the re-election of Shirish Apte and in reinforcing the achievement of the In the 2019 financial year, the Bank Mary Padbury, and the election Bank’s priorities. Over the past three reported a net profit after tax of of Professor Genevieve Bell and years, remuneration consequences $8,571 million on a statutory basis and Paul O’Malley; 1 and changes to our performance and $8,492 million on a cash basis.  the adoption of the 2019 remuneration framework reflect a strong While this year’s result has been impacted Remuneration Report; focus on reinforcing greater accountability, by the actions we have taken to deliver   to support cultural change and better the grant of securities to the CEO, better customer and risk outcomes customer and risk outcomes across Matt Comyn; and – including customer remediation the Bank.  costs, revenue forgone for the benefit the adoption of a new Constitution. Over the 2017 and 2018 financial years of customers, and elevated risk and Please refer to the Explanatory there was a reduction of more than compliance costs – it also reflects the Memorandum for more information on $100 million in remuneration outcomes continued performance and strength of each of the resolutions. for Directors, Executives, senior leaders our underlying business. The strength of and employees. These consequences our balance sheet was particularly evident How to vote were applied to reinforce individual and this year. As at 30 June 2019, our Common A Voting/Proxy form (Form) accompanies collective accountability for the reputation Equity Tier 1 (CET1) capital ratio was 10.7%, this document. You can use the Form of the Bank, the findings of the APRA above APRA’s ‘unquestionably strong’ to register your attendance at the AGM, Prudential Inquiry, and poor customer and benchmark of 10.5%. The sale of CFSGAM lodge your vote directly or appoint a proxy risk outcomes. in August has since delivered a further to vote on your behalf. 68 basis points of CET1. This financial year we have continued A question form also accompanies this to add more rigour and challenge to This performance has enabled the document. You can use the form to submit the risk assessment process which is Board to declare a final dividend of questions in advance of the AGM on any a key consideration when determining $2.31 per share, taking the full year shareholder matters relevant to the AGM. remuneration outcomes. Of the 15 dividend to $4.31 per share fully franked, While time may not permit me to address all Executives eligible for a short-term flat on last year. The final dividend is of the questions submitted, I will endeavour variable remuneration award, 14 received payable on 26 September 2019. to address the more frequently raised in-year reductions in relation to risk and shareholder matters during the AGM. reputational matters, including the CEO. Board renewal If you are unable to attend the AGM, In January, we welcomed Professor All Group Executives also experienced a you can view a live webcast online at reduction in their variable remuneration Genevieve Bell and Paul O’Malley to commbank.com.au/agm. outcomes due to shareholder and the Board. Both will stand for election customer outcomes, including as a at this AGM with the support of the The Board and senior executives of the consequence of the impact of customer Board. Current Non-Executive Directors, Bank warmly invite you to join us for remediation provisions on this year’s Mary Padbury and Shirish Apte, will stand refreshments at the conclusion of the AGM. financial performance. for re-election, again with the support of Yours sincerely the Board. Sustainable business practice Sir David Higgins will retire from the Board We are committed to acting sustainably on 31 December 2019, after more than five and responsibly in the long-term interests years of service. I would like to thank Sir of the economy and broader community. David for his commitment and contribution. Catherine Livingstone AO Chairman This year we have integrated our Paul will succeed Sir David as Chairman environmental and social commitments of the People & Remuneration Committee into a single Group Environmental and from 1 January 2020. Social Policy. This policy includes our

1 Statutory net profit after tax includes discontinued operations. Cash net profit after tax is reported on a continuing operations basis.

5 Chairman’s Our business Notice of Explanatory message What we delivered in FY19 meeting Memorandum

Our business

Our purpose Our strengths Our purpose is to improve the financial wellbeing Market leadership of our customers and communities. • Main financial institution for 1 in 3 Australians • Leading market share in home lending, household deposits and credit cards Our values • Leading payments provider with largest merchant base We are guided by our values: Customer reach • We do what is right • We are accountable • 17.4 million customers, including the highest share of • We are dedicated to service youth and new migrant segments • We pursue excellence • Largest branch network in Australia and Australia-based call centres • We get things done • 7.0 million active digital customers, #1 for online and mobile banking (Canstar) Our strategy Talent Our strategy is to become a simpler, better bank that • 48,238 employees delivers balanced and sustainable outcomes for our • Gender diverse leadership – 50% of Board Directors customers, community, our people and shareholders. are female Our execution priorities are: • Workforce is more culturally diverse than the Australian population • Simplify our business • Lead in retail and commercial banking Innovation • Best in digital • Real-time core banking platform • #1 mobile banking app in Australia (Forrester) Our business areas • Leading data and analytics capabilities

• Retail Banking Services Financial strength • Business and Private Banking • 830,000+ shareholders • Institutional Banking and Markets • Deposit funding 69% • Wealth Management • Common Equity Tier 1 capital ratio of 10.7% (APRA), • ASB New Zealand 16.2% (International) • International Financial Services Sustainability Our brands • Committed to sustainable and responsible business practices Our brands include some of the best known names • Report in line with the recommendations of the in financial services in Australia and New Zealand. Task Force on Climate-related Financial Disclosures • Listed on DJSI Pacific

For more information visit commbank.com.au/2019AnnualReport

6 Commonwealth Bank of Australia Notice of Meeting 2019 What we delivered in FY19

Stakeholder outcomes

$92bn $36bn of new lending for of new lending for Australian home buyers Australian businesses

Customers 1.2m $275m Better outcomes new personal transaction changes to fees and charges accounts opened for customers benefiting customers

427,500+ 236 students provided with CommBank Foundation financial education (Start Smart) community grants

Community $5.1bn 18,000+ Trusted low carbon employee pro bono and and reputable financing volunteering hours

$5.9bn 39.1% paid to our people in salaries women in and superannuation leadership roles

Our people 25.2hrs 73.9% Energised, average hours of training of our people accountable per employee working flexibly

$7.6bn $3,702 returned to shareholders dividend amount received by as dividends average retail shareholder

Shareholders Long-term 12.5% 21% sustainable return on equity total shareholder return returns (cash basis) (1 year)

7 Chairman’s Our business Notice of Explanatory message What we delivered in FY19 meeting Memorandum

Notice of meeting

2019 Annual General Meeting

The 2019 Annual General Items of Business Meeting (the AGM or Meeting) of the Commonwealth Bank 1. Consideration of Financial Statements 3. Adoption of the 2019 Remuneration and Reports Report of Australia (the Bank, To adopt the Remuneration Report of the Company or CBA) will be held To consider the Financial Report, the Directors’ Report and the Auditor’s Report Company for the financial year ended on Wednesday, 16 October 2019 of the Company for the financial year 30 June 2019. with registration commencing ended 30 June 2019. The vote on this Item is advisory only at 8:30am (Sydney time). and does not bind the Company or its 2. Re-election and election of Directors Directors. The Meeting will commence at 9:30am (a) To re-elect Shirish Apte who retires (Sydney time) in the Darling Harbour in accordance with the Company’s 4. Grant of Securities to Matt Comyn Theatre at the International Convention Constitution and, being eligible, offers To approve for all purposes, including Centre Sydney, 14 Darling Drive, himself for re-election. ASX Listing Rule 10.14, Matt Comyn’s Sydney, New South Wales. (b) To re-elect Mary Padbury who retires participation in the Employee Equity Plan in accordance with the Company’s (EEP) of the Company and for the grant Constitution and, being eligible, offers of rights to Matt Comyn within one year herself for re-election. of the date of this AGM under the EEP and on the terms described in the Explanatory (c) To elect Professor Genevieve Bell Memorandum, which forms part of who retires in accordance with the this document. Company’s Constitution and, being eligible, offers herself for election. 5. Adoption of a new Constitution (d) To elect Paul O’Malley who retires To approve and adopt a new Constitution, in accordance with the Company’s tabled at the Meeting and signed by the Constitution and, being eligible, offers Chairman of the Meeting for the purposes himself for election. of identification, as the Constitution of Information about the Directors seeking the Company in place of the current re-election and election under Item Constitution, with effect from the close 2 appears on page 10 and 11 of the of the Meeting. Explanatory Memorandum, which forms As Item 5 is a special resolution, it will only part of this document, including the be passed if at least 75% of the votes cast Board’s recommendation in relation to the on the Item are in favour of the resolution. Directors seeking re-election and election.

8 Commonwealth Bank of Australia Notice of Meeting 2019 Voting Exclusion Statement for Item 3 If you vote on at least one Item, but leave Sending us your Direct Vote or The Company will disregard any votes cast other Item(s) blank, the vote on the Item(s) Proxy Form on Item 3: marked will be valid, but no vote will be The completed Voting/Proxy Form must counted for the Item(s) left blank. be received by the Company’s Share  by or on behalf of a member of Registry, Link Market Services Limited the Company’s Key Management If you leave the voting boxes blank for all (Share Registry), at Locked Bag A14, Personnel (KMP) named in the Items, the Chairman of the Meeting will Sydney South New South Wales 1235 or Company’s 2019 Remuneration be deemed to be your appointed proxy by facsimile to (02) 9287 0309 in Australia, Report or their closely related parties, for all Items. The voting intentions of the or (+61) 2 9287 0309 if you are overseas, regardless of the capacity in which the Chairman of the Meeting are set out below or by hand delivering it to Level 12, vote is cast; or in the section entitled “Voting Intentions of the Chairman of the Meeting”. 680 George Street, Sydney, by 9:30am  as a proxy by a member of the (Sydney time) on Monday, 14 October 2019. Company’s KMP at the date of the Proxy Appointment A return envelope is provided. AGM or a closely related party of such If you are a shareholder and unable to If you wish to submit a direct vote or your a member. attend and vote at the AGM, and do proxy appointment and voting instructions However, votes will not be disregarded not choose to use direct voting, you are electronically, visit the Share Registry if they are cast as a proxy for a person entitled to appoint a proxy to attend and website, vote.linkmarketservices.com/CBA entitled to vote on Item 3: vote on your behalf. A proxy need not be a and follow the prompts and instructions.  in accordance with a direction as to shareholder and may be an individual or a You will need your Securityholder how to vote on the Voting/Proxy Form; body corporate. To do so, you should mark Reference Number (SRN) or Holder or “X” in Method B on the Voting/Proxy Form, Identification Number HIN( ) which appears to appoint the Chairman of the Meeting in the top right hand side of the Voting/  by the Chairman of the Meeting under as your proxy, or insert the name of your Proxy Form. an express authorisation to exercise the proxy in the space provided in Method B. If your direct vote or proxy appointment proxy even though Item 3 is connected Subject to what is set out below in relation is signed by an attorney, or in the case with the remuneration of the KMP. to the KMP, if no voting directions are of a direct vote or proxy submitted given, the proxy may vote as they see fit electronically, authenticated by an attorney, Voting Exclusion Statement for Item 4 for each undirected resolution. the power of attorney (or a certified copy The Company will disregard any votes If a shareholder appoints a member of of the power of attorney) must be received on Item 4: the Company’s KMP (which includes any by the Share Registry at the address, or by  cast in favour of that Item by or on Director) as a proxy, the member is not facsimile to the number, provided above. behalf of Matt Comyn or any of his permitted to cast the shareholder’s votes A return envelope is provided. associates, regardless of the capacity on Item 3 or 4, unless the shareholder in which the vote is cast; and directs the member how to vote or Determination of a Shareholder’s the Chairman of the Meeting is the Right to Vote  cast as a proxy by a member of the Company’s KMP at the date of the shareholder’s proxy. The Board has determined that a person’s AGM or a closely related party of such If you are a shareholder entitled to cast voting entitlement at the AGM will be the a member. two or more votes, you may appoint up to entitlement of that person set out in the register of shareholders at 7:00pm (Sydney However, votes will not be disregarded two proxies to attend the AGM and vote time) on Monday, 14 October 2019. Share if they are cast as a proxy for a person on a poll and may specify the proportion transfers registered after that time will not entitled to vote on Item 4: of voting rights or the number of votes each proxy is appointed to exercise. If you be able to be used to determine voting  in accordance with a direction as to appoint two proxies and both attend the entitlements at the AGM. how to vote on the Voting/Proxy Form; AGM, neither proxy may vote on a show By order of the Board or of hands.  by the Chairman of the Meeting under an express authorisation to exercise the Express authorisation of Chairman proxy even though Item 4 is connected If a shareholder appoints the Chairman with the remuneration of a member of of the Meeting as their proxy or the the Company’s KMP. Chairman of the Meeting is appointed as the shareholder’s proxy by default, and the Kara Nicholls Direct Voting shareholder does not mark a voting box for Group Company Secretary If you are a shareholder and unable to Item 3 or 4, then by signing and returning 12 September 2019 attend and vote at the AGM, you are the Voting/Proxy Form the shareholder entitled to vote your shares directly by expressly authorises the Chairman of the marking “X” in Method A on the Voting/ Meeting to exercise the proxy in respect Proxy Form which accompanies this of the relevant Item, even though the Item document. You will then not need to is connected with the remuneration of one appoint a proxy to act on your behalf. You or more of the Company’s KMP. should mark “For”, “Against” or “Abstain” for each Item on the Voting/Proxy Form. Voting Intentions of the Chairman of the Meeting The Chairman of the Meeting intends to vote all available proxies in favour of Items 2(a), 2(b), 2(c), 2(d), 3, 4 and 5.

9 Chairman’s Our business Notice of Explanatory message What we delivered in FY19 meeting Memorandum

Explanatory Memorandum

ITEM 1 ITEM 2 Consideration of Financial Re-election and election of Directors Statements and Reports In accordance with the Company’s The Financial Report, the Directors’ Report Constitution, Shirish Apte and Mary and the Auditor’s Report of the Company Padbury will retire at the AGM and offer for the financial year ended 30 June 2019 themselves for re-election. The retiring (collectively the Reports) will be put before Directors were last re-elected in 2016. the AGM. The Reports are contained in the In accordance with the Company’s Company’s Annual Report for the financial Constitution, Professor Genevieve Bell and year ended 30 June 2019 ( 2019 Annual Paul O’Malley will retire at the AGM and ) which is available on our website. Report offer themselves for election. This Item does not require a formal The Board: Shirish Apte resolution to be put to the Meeting. Shirish has been a Non-Executive Director Shareholders will be given a reasonable  has a Director appointment criteria since June 2014. He has more than opportunity to ask questions about, in place, which incorporates the 32 years’ financial services experience or make comments on, the Reports, Company’s Board skills matrix, to having held various senior roles with Citi, management and the business of the ensure that the Board has the desired including Co-Chairman of Citi Asia Pacific Company more generally. skills and experience important for the effectiveness of the Board; Banking, Chief Executive Officer of Citi Shareholders may submit written Asia Pacific, Co-Chief Executive Officer of questions to PricewaterhouseCoopers  assesses the skills and experience , Middle East & Africa, and Country (PwC), the Company’s external auditor, of any prospective Non-Executive Manager and Deputy President of Citi about the content of the Auditor’s Report Director against those criteria as part Handlowy, where he is now a member of and the conduct of the audit via the of the ongoing Board renewal process; the Supervisory Board. Shirish is a former enclosed Shareholder Questions Form. and Director of Crompton Greaves Ltd. The questions must be received by the  before appointing a new Director, Committees: Risk Committee Share Registry by 5.00pm (Sydney time) undertakes comprehensive checks (Chairman) and Audit Committee. on Tuesday, 8 October 2019. The auditor into a candidate’s background and is not obliged to provide written answers. experience. Other Directorships and interests: In addition, the auditor will attend the IHH Healthcare Bhd (including two AGM and the Chairman of the Meeting In addition, the Board undertakes an of its subsidiaries), Fullerton will provide a reasonable opportunity annual evaluation of its performance. This Credit Company Limited, AIG Asia for shareholders to ask questions of the review includes an assessment of each Pacific Pte Ltd, Clifford Capital Pte auditor relevant to: Director’s individual performance. The Ltd, Pierfront Capital Mezzanine Fund Board considers the evaluation results in Pte Ltd (Chairman), Citi Handlowy  the conduct of the audit; determining whether to endorse those (Supervisory Board), Accion  the preparation and content of the Directors standing for re-election or International, Virtusa Corporation auditor’s report; election at the AGM. (Advisor), Acibadem Hospital Group  the accounting policies adopted by the The Board considers that Shirish Apte, (Turkey) and Fortis Healthcare. Company in relation to the preparation Mary Padbury, Professor Genevieve Bell Qualifications: CA, BCom, MBA. of the financial statements; and and Paul O’Malley are independent Non-Executive Directors.  the independence of the auditor in Having regard to the above relation to the conduct of the audit. considerations, and the results of the 2019 director performance evaluation, the Board (with Shirish Apte abstaining) recommends that shareholders vote in favour of his re-election.

10 Commonwealth Bank of Australia Notice of Meeting 2019 Mary Padbury Professor Genevieve Bell Paul O’Malley Mary has been a Non-Executive Director Genevieve became a Non-Executive Paul became a Non-Executive Director since June 2016. She is a pre-eminent Director on 1 January 2019. Genevieve on 1 January 2019. Paul was Managing intellectual property lawyer with over is a cultural anthropologist, technologist Director and Chief Executive Officer of 35 years’ experience. Mary retired as and futurist. Genevieve is a Distinguished BlueScope Steel Limited from 2007 to a Partner of Ashurst at the end of April Professor at the College of Engineering 2017, after joining the company as Chief 2018 and from the role of Vice Chairman and Computer Science at the Australian Financial Officer eighteen months prior. of Ashurst at the end of 2017. She was National University (ANU) and is the He was formerly the Chief Executive Chairman of Ashurst Australia for eight inaugural Florence Violet McKenzie Chair Officer of TXU Energy, a subsidiary of TXU years prior to the firm’s full merger at the University. Genevieve is a Senior Corp based in Dallas, Texas, and has held with Ashurst LLP in 2013. Mary spent a Fellow of Intel Corporation and is the Vice other senior financial management roles number of years in the UK with boutique President of Intel Product Assurance and within TXU. Paul had previously worked in firm Bristows, and as resident Partner of Security Group. investment banking and consulting. Ashurst Australia. She has undertaken Committees: Nil. Paul is a former Director of the Worldsteel intellectual property work for Australian Association, Chair of their Nominating and multinational corporations in a range Other Directorships and interests: Committee and Trustee of the of technology areas and has extensive Florence Violet McKenzie (Chairman), Cricket Ground Trust. international, legal and governance Autonomy, Agency & Assurance experience. Innovation Institute (3A), National Committees: People & Remuneration Science and Technology Council Committee and Nominations Committees: People & Remuneration (Member) and Editorial Board of the Committee. Committee and Nominations Australian Army Journal (Member). Committee. Other Directorships and interests: Qualifications: PhD, MA, MPhil, BA. Australian Catholic Redress Limited Other Directorships and interests: (Chairman). Trans-Tasman IP Attorneys Board (Chairman), The Macfarlane Burnet Having regard to the above Qualifications: BCom, M. App Finance, Institute for Medical Research and considerations, and the results of the ACA. Public Health Ltd (Chairman), Clinical 2019 director performance evaluation, the Board (with Professor Genevieve Genomics Technologies Pty Ltd Having regard to the above Bell abstaining) recommends that (Chairman), Chief Executive Women considerations, and the results of the shareholders vote in favour of (Member) and Victorian Legal 2019 director performance evaluation, her election. Admissions Committee (Member). the Board (with Paul O’Malley abstaining) Qualifications: BA LLB (Hons), GAICD. recommends that shareholders vote in favour of his election. Having regard to the above considerations, and the results of the 2019 director performance evaluation, the Board (with Mary Padbury abstaining) recommends that shareholders vote in favour of her re-election.

11 Chairman’s Our business Notice of Explanatory message What we delivered in FY19 meeting Memorandum

 Updated remuneration mix for the ASB will also participate in the LTVR award ITEM 3 Group Chief Risk Officer to now differ for the financial year ending 30 June 2020 from other Group Executives and with performance measures relevant to Adoption of the 2019 Remuneration further support his independent status the ASB business. Details will be provided Report from the Group’s business activities in the 2020 Annual Report. No other Section 250R of the Corporations Act 2001 Directors are entitled to participate in the The vote on this Item is advisory only (Cth) ( ) requires a listed company to LTVR award. Act and does not bind the Directors or put a resolution to shareholders to adopt the Company. Further details about the rights to be its Remuneration Report for the relevant offered to Matt Comyn, and the applicable The Board recommends that financial year. performance measures for the LTVR shareholders vote in favour of this Item. The Company’s Remuneration Report for award, are set out below. the financial year ended 30 June 2019 can be found at pages 82 to 108 of the 2019 LTVR award Annual Report. It sets out the performance ITEM 4 Matt Comyn’s 2020 financial year LTVR and remuneration for the Company’s award will be determined according to Grant of Securities to Matt Comyn KMP (who comprise the Company’s three performance measures: Non-Executive Directors, the Managing ASX Listing Rule 10.14 requires shareholder Director and Chief Executive Officer CEO( ), 1. Total Shareholder Returns: 75% of the approval for the acquisition of securities award, a maximum number of 35,969 Group Executives, the CEO ASB and by a director under an employee incentive Other Executives1). rights, will be subject to a performance scheme. Securities include shares and measure that ranks the Company’s The Company’s remuneration framework rights to acquire shares. While it is currently Total Shareholder Return (TSR) is designed to align executive and intended that shares will be acquired relative to a peer group comprising shareholder interests, retain talent and on market as opposed to issuing new the 20 largest companies by market support long term value creation by shares to satisfy any award that vests, capitalisation listed on the ASX on 1 July providing employees with competitive shareholder approval is being sought, 2019, excluding resources companies remuneration and rewards for sustainable both for good governance and to preserve and CBA. long term performance. The Board flexibility in case, for any reason, it is obtains independent advice on the ultimately considered in the Company’s The TSR peer group comprises Amcor appropriateness of these arrangements. best interests to issue shares rather than Limited, Limited, ASX source them on market. Limited, Australia and New Zealand The Board also recognises the pivotal role Banking Group Limited, Brambles that remuneration can play in managing Approval is sought to grant Matt Comyn, Limited, Limited, CSL risk, contributing to the achievement of the Company’s Managing Director and Limited, , Insurance positive risk management, and outcomes CEO, rights under the Company’s EEP Australia Group Limited, Macquarie to support the Group’s consequence as his long-term variable remuneration Group Limited, National Australia management framework. The Board (LTVR) award. LTVR forms part of the Bank Limited, QBE Insurance Group places a high importance on accountability, Company’s remuneration strategy Limited, , Suncorp with remuneration consequences being for the CEO, with market competitive Group Limited, Sydney Airport, applied when risk and conduct standards remuneration at risk and in alignment with Corporation Limited, Group, are not met. shareholder interests. Limited, Banking During the 2019 financial year, a number It is proposed that a maximum of 47,957 Corporation, and Woolworths Group of changes were implemented in order rights will be granted to Matt Comyn. Limited. to strengthen the link between risk The rights entitle Matt Comyn to receive 2. Trust and Reputation: 12.5% of the management and remuneration outcomes, shares, or a cash equivalent payment, award, a maximum number of 5,994 including: as determined by the Board, subject to rights, will be measured against vesting conditions, including satisfaction  An “Exceptionally Managed” category the RepTrak® Pulse Score Survey of the performance hurdles set out being added to the risk assessment conducted by the Reputation Institute, below over the period from 1 July 2019 to scale, to ensure the risk assessment which uses four equally weighted 30 June 2023 (the Performance Period). process promotes and recognises questions to test the trust, respect effective risk behaviours, supporting The LTVR award aims to focus efforts on and admiration a respondent has for positive cultural change. achieving superior performance for the a particular company. The Company’s Company’s key stakeholder groups, being score over the Performance Period is  Introduction of concurrent Board its customers, community, employees and compared with, and ranked against, Committee meetings during which shareholders. Participants in the LTVR the performance over the same period material financial and non-financial award for the financial year ending 30 of a peer group of 16 of the largest risks relevant to executive performance June 2020 comprise Matt Comyn and the consumer-facing companies listed and remuneration are collectively Company’s Group Executives. The CEO on the ASX by market capitalisation. considered across all Committees.

1 Other Executives include Michael Venter (Chief Operating Officer Wealth Management) and all Acting Group Executives.

12 Commonwealth Bank of Australia Notice of Meeting 2019 The peer group excludes resource In addition, the LTVR award will be subject to a risk and reputation review by the Board companies, companies that are before any vesting occurs. This ensures that the outcomes that would otherwise be not familiar to the general public, delivered based on performance against the performance measures appropriately companies that do not operate considers the Bank’s risk and reputation outcomes. nationally, and CBA. A positive TSR The number of rights that vest for each performance hurdle will be determined as set gateway must be achieved before out below: any rights subject to this performance measure can vest to ensure that no Total Shareholder Return: vesting occurs unless the change in shareholder value over the period Company’s peer group ranking Vesting to be is positive. at 30 June 2023 applied The peer group comprises AGL Energy In the top quartile (ie 75th percentile or higher) 100% Limited, Australia and New Zealand Banking Group Limited, Coles Group Between the median and 75th percentile Pro-rata vesting from 50% to 100% Limited, Limited, Insurance Australia Group Limited, At the median 50% Limited, Below the median 0% Private Limited, Limited, Airways Limited, QBE Trust and Reputation: Insurance Group Limited, Corporation Ltd, Company’s peer group ranking Vesting to be Limited, Telstra Corporation Limited, at 30 June 2023 applied Wesfarmers Limited, Westpac Banking Corporation, and Woolworths Group In the top quartile (ie 75th percentile or higher) 100% Limited. Between the median and 75th percentile Pro-rata vesting from 50% to 100% 3. Employee Engagement: 12.5% of the At the median 50% award, a maximum number of 5,994 rights, will be measured against an Below the median 0% Employee Engagement performance A positive TSR gateway must be achieved before the Trust and Reputation tranche measure. Employees are invited to can vest. participate in an externally conducted survey. Employee Engagement is Employee Engagement: based on the proportion of employees responding that they “strongly Company’s Employee Engagement Score Vesting to be agree” or “agree” with four questions at 30 June 2023 applied relating to satisfaction, commitment, advocacy and pride (each of which Stretch score 78% 100% is equally weighted). Employee Engagement will be measured based Between 72% and 78% Pro-rata vesting from 50% to 100% on the improvement of the Company’s Target score 72% 50% Employee Engagement outcomes over the Performance Period. The Below target 72% 0% surveys will be conducted by an A positive TSR gateway must be achieved before the Employee Engagement tranche independent provider who will facilitate can vest. and collate the results. A positive TSR gateway must be achieved before any rights subject to this performance measure can vest to ensure that no vesting occurs unless the change in shareholder value over the period is positive.

13 Chairman’s Our business Notice of Explanatory message What we delivered in FY19 meeting Memorandum

The Board may change the peer group When will the rights be granted? companies listed above, for example, if ITEM 5 The rights will be granted to Matt Comyn one of the peer group companies following the 2019 AGM, and in any event Adoption of a new Constitution ceases to be listed on the ASX during the no later than 12 months after the AGM. performance period. The next largest ASX The Company’s current Constitution listed companies by market capitalisation Is Matt Comyn required to pay for was last amended at the 2008 Annual at the being of the performance period the rights? General Meeting. It is proposed to adopt provides the reserve bench. a new Constitution as there have been a The rights will be granted to Matt Comyn number of developments in law, corporate How many rights will be granted at no cost. Matt Comyn will not be governance principles and general to Matt Comyn? provided with any loans in relation to his corporate and commercial practice for acquisition of securities under the EEP. A maximum of 47,957 rights will be granted ASX listed companies since that time. to Matt Comyn. This number has been Is Matt Comyn entitled to dividends? The Board recommends the adoption of determined by dividing his maximum a new Constitution which reflects current Prior to vesting, rights do not carry any LTVR opportunity for each tranche by the market practice and terminology. Many of voting or dividend (or equivalent payment) volume weighted average price (VWAP) the proposed changes are administrative rights. Any shares allocated to Matt Comyn of the Company’s ordinary shares over the or relatively minor in nature. The material on vesting of the rights will carry the same five trading days up to 1 July 2019 (being differences between the current rights (including with respect to voting and $82.57)). Constitution and the new Constitution dividends) as other ordinary shares in are outlined below. If the Company makes a bonus issue or the Company. This means that Matt Comyn rights issue or undertakes a corporate will only receive dividends that are paid Share capital and variation of action or capital reconstruction, the Board from the time any rights vest as shares. class rights may adjust the number or value of the rights granted to Matt Comyn to ensure Treatment of shares and rights The preference share provisions in rule no material advantage or disadvantage if Matt Comyn leaves the Company 2.2 of the new Constitution are less occurs, subject to any ASX Listing Rule prescriptive than the equivalent provisions In general, if Matt Comyn ceases requirements. Any such adjustments will under the current Constitution, conferring employment before the rights vest, unless be explained in the Company’s Annual greater flexibility regarding the terms of the Board determines otherwise, his Report issued following the adjustment. any preference shares issued in the future. unvested rights will remain on foot and the Each of the LTVR performance measures vesting conditions will be tested in Proposed rule 2.5(b) of the new will be tested following the end of the the ordinary course following the end of Constitution sets out the rules relating Performance Period (i.e. after year ending the Performance Period . In the case to separate class meetings such that 30 June 2023). The total number of rights of termination of employment for cause, a quorum is at least 2 persons holding (if any) that vest will be the aggregate of the unless the Board determines otherwise, or representing at least one third of the rights that vest against each performance the unvested rights will lapse. issued shares of the class or, if there is one measure, subject to the discretion retained holder of shares in a class, that person. Any rights granted under this award that by the Board. Any holder of shares of the class present, do not vest when tested following the end or the chair of the meeting, may demand The total award is subject to a risk and of the Performance Period will lapse. a poll. reputation review. The Board retains Participation under previous approvals discretion to determine the amount and Calls, forfeiture, indemnities, form of any award that may vest (if any). At the 2018 Annual General Meeting, lien and surrender The Board has discretion to determine shareholders approved the granting to Currently, the Company has a default fixed that some or all of the award will lapse in Matt Comyn of rights under the EEP. Matt interest rate of 15% p.a. (or such other certain circumstances, including where, Comyn was subsequently granted 54,364 rate as the Directors may determine) in in the opinion of the Board: rights which are subject to the terms of the respect of amounts which may be owed 2019 financial year LTVR award. No price • the vesting of rights is not justified or by shareholders. Under rule 3.9 of the is or was payable for the acquisition of supportable having regard to Matt new Constitution, this default fixed rate those rights. No other rights have been Comyn’s performance and/or conduct would be replaced by a floating interest granted to a Director under the EEP or any or the performance of the Company rate based on the penalty interest rate other employee incentive scheme, since as a whole; or set under legislation (or if the Board has the 2018 Annual General Meeting. • the vesting of rights will impact on the fixed a rate, that rate). Proposed rules 3.4, financial soundness of the Company If approval is given under ASX Listing Rule 3.5 and 3.6 also clarify the ability of the or one of its subsidiaries; or 10.14, approval is not required under ASX Board to exempt shares from forfeiture, Listing Rule 7.1. lien and the members’ indemnity under • the Company is required or entitled to the Constitution (should circumstances reclaim remuneration or reduce Matt The Board (with Matt Comyn abstaining) warrant it). Comyn’s remuneration outcome under recommends that shareholders vote law, regulation or Company policy; or in favour of this Item. • a significant unexpected or unintended consequence or outcome has occurred which impacts the Company.

14 Commonwealth Bank of Australia Notice of Meeting 2019 Dividends Directors Directors will be excluded where (i) they are on a leave of absence approved by the The Company’s current Constitution The Company’s current Constitution Board, (ii) they have notified the Chairman has separate provisions for interim and requires one third of the Board to stand or the Group Company Secretary they final dividends and adopts a range of for election at each AGM. The new may be uncontactable during the period terminology to describe how the Company Constitution will remove this rule to bring the resolution is being considered, (iii) they pays dividends. Rule 4.1 of the new the Company’s Constitution in line with are incapacitated (e.g. due to ill health), Constitution harmonises these provisions the ASX Listing Rules, which require (iv) they have disqualified themselves and adopts the generic term ‘dividend’ to an election of Directors each year and from considering the resolution or (v) they avoid any potential technical distinctions that a Director must not hold office would be prohibited under the Act or other in terminology. (without re-election) past the third annual laws or regulations from voting on the general meeting following the Director’s Proposed rule 4.1 also introduces scope resolution. All Directors are expected to appointment or three years, whichever for the Company to reinvest unclaimed attend all Board meetings and participate is longer. dividends, for the benefit of the relevant in Board decisions. shareholder, into shares in the Company The rules in the new Constitution after a period of time has elapsed. The relating to Directors’ remuneration Notices existing equivalent rule in the Company’s are broadly in line with the rules in the The Company’s existing rules regarding current Constitution provides that current Constitution. Rule 7.3 of the new giving notice to shareholders provide that, unclaimed money can be used for the Constitution clarifies that in calculating aside from the notice of meeting, notice benefit of the Company until such time as the maximum fees payable to Directors, will be served on the day that it would it is claimed or disposed of in accordance superannuation contributions made to arrive “in the ordinary course” of the post. with the law. comply with superannuation guarantee Rule 13.4 of the new Constitution adopts legislation are included in the aggregate a standard ASX listed company approach Transfer and transmission of shares fee cap. to members’ notices and simplifies The Company’s current constitutional The current Constitution provides that administration by providing that a notice provisions regarding unmarketable parcels the quorum for a Directors’ meeting is from the Company properly addressed of shares impose time limitations which are one half of the total number of Directors and posted, is taken to be served at not required under the ASX Listing Rules. for the time being in office (rounded 10.00am Sydney time on the day after These restrictions are removed in the new upwards if not a whole number), or three, the date it is posted. Constitution which more closely reflects whichever is greater. The new Constitution the requirements of the ASX Listing Rules. provides that unless the Board decides General Updates New rule 5.4 clarifies that the Board may, differently, the quorum is one half of the Rules which were outdated or restated in certain circumstances, revoke a notice total number of Directors for the time Act or ASX Listing Rule requirements have given in relation to an unmarketable parcel. being in office who are not excluded been removed to simplify the document (rounded upwards if not a whole number) and minimise the need for updates in General meetings or three, whichever is greater. A Director the event of any legislative or regulatory The new Constitution incorporates a will be excluded where (i) they are on a change. The provisions of the Constitution number of changes to assist with the leave of absence approved by the Board, have been amended to reflect changes orderly conduct of general meetings of (ii) they have notified the Chairman or the in terminology now contained in the Act, the Company. Group Company Secretary they may be the ASX Listing Rules and ASX Settlement uncontactable for a certain period of time Rule 6.6 of the new Constitution expressly Operating Rules. and the Board meeting is held during that confirms the Chairman’s power to ‘not period, (iii) they are incapacitated (e.g. The Board recommends that put’ certain resolutions to the meeting, due to ill health), (iv) they have disqualified shareholders vote in favour of this Item. notwithstanding they may have been listed themselves from considering the relevant in the notice of meeting. Copies of the Company’s existing item(s) of business at a Board meeting, or Constitution and new Constitution are New rule 6.7 provides that a matter will be (v) they would be prohibited under the Act available from the Commonwealth Bank decided on a poll without first being put or other laws or regulations from voting on of Australia website commbank.com.au to the meeting on a show of hands where the relevant item(s) of business. the matter is set out in the notice of You can request a copy of the Directors can pass written resolutions meeting or any other circumstance where Company’s existing Constitution of the Board where (i) all Directors (other the Chairman determines it appropriate. and new Constitution by emailing than those excluded as outlined below) [email protected]. sign or consent to the resolution, and (ii) the Directors who sign or consent to the resolution would have constituted a quorum at the meeting.

15 Registered Office Telephone Numbers for Commonwealth Bank of Australia Overseas Shareholders Ground Floor, Tower 1 New Zealand 0800 442 845 201 Sussex Street United Kingdom 0845 640 6130 Sydney NSW 2000 Fiji 008 002 054 Telephone: +61 2 9378 2000 Facsimile: +61 2 9118 7192 [email protected] Shareholder Information www.commbank.com.au/shareholder

Share Registrar Annual Report Link Market Services Limited To request a copy of the 2019 Annual Report, Level 12 please call Link Market Services Limited on 680 George Street +61 1800 022 440 or by email at Sydney NSW 2000 [email protected] Telephone: +61 1800 022 440 Facsimile: +61 2 9287 0303 An electronic version of the Commonwealth Web: www.linkmarketservices.com.au Bank’s 2019 Annual Report is available at Email: [email protected] www.commbank.com.au/investors

Australian Securities Exchange Listing CBA

CBA1433270819