ANZ updates wholesale domestic debt programme

Australia and New Zealand Banking Group Limited ABN 11 005 357 522

News Release
For Release: 21 February 2017

ANZ updates domestic debt issuance programme

Australia and New Zealand Banking Group Limited has updated its Australian dollar debt
issuance programme for the issue of Medium Term Notes, Subordinated Notes and
Transferable Certificates of Deposit.

Attached are the following updated documents:

1. Information Memorandum dated 21 February 2017; and
2. Amended and Restated Deed Poll dated 21 February 2017.


For media enquiries contact:

Stephen Ries
Head of Media Relations
Tel: +61-3-86543659 or +61-409-655 551
Email: Stephen.Ries@anz.com


For investor and analyst queries contact:

Cameron Davis
Executive Manager, Investor Relations
Tel: +61-3-8654 7716 or +61-421-613 819
Email: Cameron.Davis@anz.com























NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE U.S. This statement does not constitute an offer of any securities for
sale. The securities offered will not be registered under the U.S. Securities Act of
1933 and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.

INFORMATION MEMORANDUM










AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
Australian Business Number 11 005 357 522
(Incorporated with limited liability in Australia)









AUSTRALIAN DOLLAR
DEBT ISSUANCE PROGRAMME

for the Issue of Medium Term Notes, Subordinated Medium Term Notes and Transferable Certificates of Deposit







Arranged by
Australia and New Zealand
Banking Group Limited






The date of this Information Memorandum is 21 February 2017.

1
IMPORTANT NOTICE

Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (the “Issuer”) having
made all reasonable enquiries confirms that to the best of its knowledge this Information
Memorandum (the “Information Memorandum”) contains or incorporates all of the information
relating to the Issuer and its subsidiaries (together the ‘‘Group’’) which is material in the context of
the subscription for and offering, sale and issuance of Medium Term Notes and Subordinated Medium
Term Notes (“Subordinated Notes” and together with the Medium Term Notes, the “Notes”) and/or
the making and acceptance of transferable deposits (the “Transferable Deposits”) and the offering,
sale and issuance of Transferable Certificates of Deposit representing the relevant Transferable
Deposits (the “Transferable Certificates of Deposit”) (together with the Notes, the “Securities”),
the information contained in or incorporated by reference into this Information Memorandum is in
every material respect true and accurate and not misleading, any opinions and intentions expressed
in this Information Memorandum are honestly held or made, have been reached after considering all
relevant circumstances and are based on reasonable assumptions, there are no other facts the
omission of which would, in the context of the subscription for and offering, sale and issuance of
Securities, make any statement in this Information Memorandum misleading in any material respect
and all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the
accuracy of all such information and statements. The Issuer accepts responsibility accordingly.

This Information Memorandum serves to amend an existing Australian Dollar Debt Issuance
Programme of the Issuer the most recent Information Memorandum for which was dated 3 August
2015 (the "Existing Programme"). Securities issued by the Issuer under the Existing Programme
prior to the date of this Information Memorandum and any additional tranches of Securities of existing
series of Securities will continue to have the benefit of the deed poll dated 26 February 2007, 28
November 2008, 10 August 2010, 14 February 2012, 8 April 2014 or 3 August 2015 (or such other
relevant deed poll as applicable), and any agreements relating to such Securities entered into on or
about the date of the applicable deed poll (as supplemented, amended, modified or replaced by the
applicable Pricing Supplement for those Securities (“Pricing Supplement”)).

No person has been authorised to give any information or to make any representation other than
those contained in this Information Memorandum in connection with the Issuer, the Group, the issue
or sale of the Securities and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or any of the Dealers or the Arranger (each as defined
below in the “Summary of Programme”). Neither the delivery of this Information Memorandum nor
any offer, issue or sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer or the Group since the date
hereof or the date upon which this Information Memorandum has been most recently amended or
supplemented or that there has been no adverse change in the financial position of the Issuer or the
Group since the date hereof or the date upon which this Information Memorandum has been most
recently amended or supplemented or that any other information supplied in connection with this
Australian Dollar Debt Issuance Programme (the “Programme”) is correct as of any time subsequent
to the date on which it is supplied or, if different, the date indicated in the document containing the
same.

The distribution of this Information Memorandum and the issuance, offering or sale of the Securities in
certain jurisdictions may be restricted by law. Persons into whose possession this Information
Memorandum or interests in or rights in respect of the Securities come are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restrictions.

No action has been taken by the Issuer, the Arranger or the Dealers which would permit a public
offering of any Securities or distribution of this Information Memorandum in any jurisdiction where
action for that purpose is required.

The Securities have not been and will not be registered under the United States Securities Act of
1933, as amended (the ‘‘Securities Act’’). Subject to certain exceptions, the Securities may not be
offered, sold or delivered within the United States or to U.S. persons. For a description of certain
restrictions on acceptance, offers, issues and sales of the Securities and on distribution of this
Information Memorandum, see ‘‘Subscription and Sale”.

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Neither this Information Memorandum nor any Pricing Supplement constitutes an offer of, or an
invitation by or on behalf of any of the Issuer, the Dealers or the Arranger to make or accept any
Transferable Deposit or to subscribe for, purchase or acquire any Securities and should not be
considered as a recommendation by the Issuer, the Arranger, the relevant Dealers or any of them that
any recipient of this Information Memorandum or any Pricing Supplement should subscribe for or
purchase any Securities. Each recipient of this Information Memorandum or any Pricing Supplement
shall be taken to have made its own investigation and appraisal of the condition (financial or
otherwise) of the Issuer and the Group.

The Dealers and the Arranger have not separately verified the information contained in this
Information Memorandum. None of the Dealers or the Arranger makes any representation, express
or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the
information in this Information Memorandum. Neither this Information Memorandum nor any
document or information incorporated by reference herein is intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by any of the Issuer,
the Dealers or the Arranger that any recipient of this Information Memorandum or any document or
information incorporated by reference herein should make any Transferable Deposit or purchase or
acquire any Securities. Each potential depositor or investor in or purchaser of Securities should
determine for itself the financial condition and affairs of the Issuer and the relevance of the information
contained in this Information Memorandum or the documents and information incorporated by
reference or any other financial statements and its purchase or acquisition of Securities or making of
Transferable Deposits should be (and will be deemed as having been) based upon any such
investigation as is necessary. None of the Dealers or the Arranger undertakes to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Information
Memorandum nor to advise any investor or potential investor in the Securities of any information
coming to the attention of any of the Dealers or the Arranger.

No advice is given in respect of the taxation treatment of potential depositors, investors or purchasers
in connection with investment in any Securities and each depositor, investor or purchaser is advised
to consult its own professional adviser.

Each Dealer, its subsidiaries, directors and employees may receive fees, brokerage and commissions
and may act as principal in dealing in any Securities.

Under the Programme, the Issuer may from time to time issue Securities subject as set out herein. A
summary of the terms and conditions of the Programme and the Securities appears below. The
applicable terms of any Security will be agreed between the Issuer and the relevant Dealer prior to the
issuance of the Securities and will be set out in the Conditions of the Securities incorporated by
reference into the Securities, as modified and supplemented by the relevant Pricing Supplement (as
defined below) in respect of such Securities.

In this Information Memorandum all references to the issue or issuance of Securities are to:

(i) the issue of Transferable Certificates of Deposit by the Issuer in respect of Transferable
Deposits made by investors and accepted by the Issuer; or
(ii) the issue of Notes by the Issuer; or
(iii) both as the context requires.

Unless otherwise defined in this Information Memorandum, words and expressions defined or used in
the “Conditions of the Securities” below, as amended by any relevant Pricing Supplement in respect
of a Series of Securities, or in that Pricing Supplement (as applicable), shall have the meanings given
in this Information Memorandum.

3
TABLE OF CONTENTS


Page
Important Notice 1

Documents Incorporated by Reference 4

Summary of the Programme 5

Conditions of the Securities 16
Definitions and Interpretation 16
Form, Denomination and Title 27
Status 29
Interest and Other Calculations 30
Redemption, Purchase and Options 34
Conversion or Write-Off of Subordinated Notes on Non-
Viability Trigger Event
38
Conversion of Subordinated Notes 41
Write-Off of Subordinated Notes 45
Substitution of Issuer 45
Payments 47
Transfer 48
Taxation 50
Prescription 51
Events of Default 51
Subordination 53
Meetings of Registered Holders, Modifications and
Waiver
54
Further Issues of Securities 54
Notices 54
Governing Law 55
Schedule A 56

Description of Ordinary Shares

61
Use of Proceeds 63

Subscription and Sale 64

Form of Pricing Supplement 69

4
DOCUMENTS INCORPORATED BY REFERENCE

This Information Memorandum should be read and construed in conjunction with each Pricing
Supplement relating to any Securities, the most recently published audited annual consolidated
financial statements (including the auditor’s report thereon and notes thereto) of the Issuer and any
subsequent unaudited semi-annual consolidated financial statements (including the auditor’s report
thereon and notes thereto) of the Issuer from time to time and any amendment or supplement to this
Information Memorandum, which shall be deemed to be incorporated in, and to form part of, this
Information Memorandum. Any statement or information contained in this Information Memorandum
or in any document which is deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for the purpose of this Information Memorandum to the extent that a
statement contained herein or in a document which is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Information Memorandum.

References to “Information Memorandum” are to this Information Memorandum and to any other
document incorporated by reference collectively and to any of them individually, in each case as
modified or superseded.

Copies of all documents incorporated by reference into this Information Memorandum may be
obtained from the Issuer and are available for inspection at the Issuer’s offices at ANZ Centre
Melbourne, Level 9, 833 Collins Street, Docklands, Victoria, 3008, Australia.

5
SUMMARY OF THE PROGRAMME

The following summary does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Information Memorandum and, in relation to the terms and
conditions of any particular Tranche of Securities, the relevant Pricing Supplement. Words and
expressions defined or used in ‘‘Conditions of the Securities’’ below or any Pricing Supplement in
respect of any Series of Securities (as applicable) shall have the same meanings in this summary.
This summary must be read as an introduction to this Information Memorandum and any decision to
invest in the Securities should be based on a consideration of this Information Memorandum as a
whole, including the information and documents incorporated by reference.


Issuer:
Australia and New Zealand Banking Group Limited

Description:
An Australian Dollar denominated Debt Issuance Programme
allowing for the issuance of Transferable Certificates of
Deposit, Medium Term Notes and Subordinated Notes.

Programme Size:
Unlimited

Arranger:
Australia and New Zealand Banking Group Limited

Dealers:
Australia and New Zealand Banking Group Limited

Additional Dealers may be appointed, from time to time, by the
Issuer for any Tranche of Securities.

Direct Issues by Issuer:
The Issuer may also issue Securities directly to purchasers or
investors (as applicable) procured by it. Such purchasers will
be required to confirm and acknowledge to the Issuer in writing
that the issue of the Securities resulted from the Securities
being offered for issue as a result of negotiations being
initiated publicly in electronic form (e.g. Reuters or
Bloomberg), or in another form that was used by financial
markets for dealing in debentures.

Method of Issue or
Acceptance of Securities:
Securities will be issued on a syndicated or a non-syndicated
basis. Securities may be issued by the Issuer in one or more
Series having one or more Issue Dates and on terms
otherwise identical (or identical other than in respect of the first
payment of interest and related matters described below), with
the Securities of each Series being intended to be
interchangeable with all other Securities of those Series. Each
Series of Securities may be issued in Tranches on the same or
different Issue Dates. The specific terms of each Tranche
(which will be supplemented, where necessary, with
supplemental terms and conditions and, save in respect of the
Issue Date, Issue Price, first payment of interest and principal
amount of the Tranche, will be identical to the terms of other
Tranches of the same Series) will be set out in a Pricing
Supplement.

Issue Price:
Notes may be issued at their principal amount or at a discount
or premium to their principal amount.


Transferable Certificates of Deposit may be issued at their
principal amount or at a discount or premium to their principal
amount (where the principal amount is equal to the amount of
the relevant Transferable Deposit accepted by the Issuer).

6

Form of Securities:
Securities will be issued in registered form. Securities will be
constituted by a deed poll dated 20 June 2001 as last
amended and restated on 21 February 2017 and as further
amended and/or restated and/or supplemented from time to
time (“Deed Poll”) given by the Issuer for the benefit of the
Registered Holders of those Securities from time to time and
will take the form of entries on a Register maintained by the
Registrar. A copy of the Deed Poll may be inspected during
normal business hours at the offices of the Issuer or the
Registrar or such other place or places as may be determined
from time to time and notified to the Registered Holders.

The terms and conditions of the Securities are contained in
Schedule 1 to the Deed Poll and are modified and
supplemented by the relevant Pricing Supplement.

Title:
Entry of the name of the person in the Register in respect of a
Security constitutes the obtaining or passing of title and is
conclusive evidence that the person so entered is the
Registered Holder of the Securities.

No certificates or other evidence of title will be issued to
Registered Holders unless the Issuer determines that
certificates should be made available or it is required to do so
pursuant to any applicable law or regulation. Securities that
are held in the Austraclear System will be registered in the
name of Austraclear Limited and title to the Securities will be
determined in accordance with the Austraclear Regulations.

Payments:
Payments will be made on the payment dates specified in the
Pricing Supplement to the persons whose names are entered
in the Register as at 5.00pm local Registry Office time on the
relevant Record Date which is the 8
th
day before a payment
date.

Payments in respect of Securities lodged within the
Austraclear System will be made by crediting the amount due
to the account of the Registered Holder in accordance with the
Austraclear Regulations. If Securities are not lodged in the
Austraclear System, payments will be made to the account of
the Registered Holder noted on the Register. If no account is
notified then payments will be made by cheque mailed on the
Business Day immediately preceding the relevant Interest
Payment Date or on the Maturity Date (as applicable) to the
Registered Holder at its address appearing on the Register as
at 5.00pm local Registry Office time on the relevant Record
Date.

Maturities:
Any maturity, subject to compliance with legal and regulatory
requirements. The Maturity Date applicable to each Tranche
of Securities will be specified in the relevant Pricing
Supplement.

Denominations:
Securities will be issued in such denominations as may be
specified as the Specified Denominations in the relevant
Pricing Supplement subject to compliance with all applicable
legal and/or regulatory and/or central bank requirements.

Securities may only be issued in Australia if the aggregate

7
consideration payable by the investor or purchaser (in the
case of a Transferable Certificate of Deposit by way of a
deposit with the Issuer) is at least A$500,000 (disregarding
moneys lent by the Issuer or its associates) or if the Securities
are otherwise issued in a manner that does not require
disclosure to investors in accordance with Part 6D.2 or
Chapter 7 of the Corporations Act 2001 (Cth) (“Corporations
Act”).

Securities may only be issued by the Issuer in a jurisdiction or
jurisdictions other than Australia if the issue is in compliance
with the laws of the jurisdiction in which the issue is made and
the Securities are otherwise issued in a manner that does not
require disclosure to investors under the laws of that
jurisdiction or those jurisdictions.

Transfer of Securities:
Securities may only be transferred in accordance with the
Conditions.

Transfers of Securities held in the Austraclear System or any
other clearing system specified in the relevant Pricing
Supplement will be made in accordance with the Austraclear
Regulations or the rules and regulations of the relevant
clearing system (as appropriate). In the case of Subordinated
Notes, if a Non-Viability Trigger Event occurs and the
Subordinated Notes are to be converted into Ordinary Shares,
such Ordinary Shares will be issued to the person who is a
Participant (as defined in the Austraclear Regulations) in the
Austraclear System (or, in certain circumstances, to another
person nominated by the Issuer). Ordinary Shares may not be
traded in the Austraclear System. Subordinated Notes must be
converted immediately on the occurrence of a Non-Viability
Trigger Event (as described further below “Additional Security
Risks – Subordinated Notes”) and this may affect or disrupt
trading or other transactions in connection with the
Subordinated Notes. The Issuer has no responsibility for any
such effects or disruptions and the consequences of any
conversion or write-off for persons interested in the
Subordinated Notes in a clearing system are matters for the
rules, regulations and procedures of Austraclear or other
clearing system specified in the relevant Pricing Supplement
and the terms of any dealings between persons interested in
the Notes.

In all other cases, applications for the transfer of Securities
must be made by lodgement of a duly completed (if applicable)
stamped transfer and acceptance form with the Registrar.
Transfer and acceptance forms can be obtained from the
Registrar. The transfer takes effect upon the transferee’s
name being entered on the Register.

Securities are only transferable within, to or from Australia in
the denominations specified in the relevant Pricing
Supplement and Securities may only be transferred within, to
or from Australia if the aggregate consideration payable by the
transferee at the time of transfer is at least A$500,000
(disregarding moneys lent by the transferor or its associates)
or the transfer otherwise does not require disclosure to
investors in accordance with Part 6D.2 or Chapter 7 of the
Corporations Act.

8

Securities may only be transferred between persons in a
jurisdiction or jurisdictions other than Australia if the transfer is
in compliance with the laws of the jurisdiction in which transfer
takes place and the Securities are otherwise transferred in a
manner that does not require disclosure to investors under the
laws of that jurisdiction or jurisdictions.

Fixed Rate Securities:
Fixed Rate Securities will bear a fixed rate of interest payable
in arrears on the Interest Payment Date or Dates in each year
as specified in the relevant Pricing Supplement.

Floating Rate Securities:
Floating Rate Securities will bear interest set separately for
each Series at a rate determined by reference to a rate
appearing on an agreed screen page of a commercial
quotation service or on such other basis as may be specified
in the relevant Pricing Supplement, as adjusted by any
applicable Margin. Interest Periods and Interest Payment
Dates will be specified in the relevant Pricing Supplement.

Index Linked Securities:
Payments (whether in respect of principal or interest and
whether at maturity or otherwise) in respect of, respectively,
Index Linked Redemption Securities and Index Linked Interest
Securities will be calculated by reference to such stock or
commodity or other index, currency exchange rate and/or
formula as the Issuer and the relevant Dealer or other investor
may agree (as specified in the relevant Pricing Supplement).

A Subordinated Note cannot be an Index Linked Security.

Zero Coupon Securities:
Zero Coupon Securities may be issued at their Principal
Amount or at a discount to it and will not bear interest. A
Subordinated Note cannot be a Zero Coupon Security.

Interest Periods and
Interest Rates:
The length of the Interest Periods for the Securities and the
applicable Rate of Interest or its method of calculation may
differ from time to time or be constant for any Series.
Securities may have a Maximum Rate of Interest, a Minimum
Rate of Interest or both. The use of Interest Accrual Periods
permits the Security to bear interest at different rates in the
same Interest Period. All such information will be set out in
the relevant Pricing Supplement. A Minimum Rate of Interest
or Maximum Rate of Interest cannot be specified for a
Subordinated Note.

Other Securities:
The Issuer may from time to time issue Securities in a form not
contemplated by ‘‘Conditions of the Securities’’ herein. Terms
applicable to any other type of Security that the Issuer may
agree to issue and any relevant Dealer(s) or other investor
may agree to purchase under the Programme will be set out in
the relevant Pricing Supplement.

Security Risks:
The following paragraph does not describe all the risks of an
investment in the Securities. Prospective depositors,
investors or purchasers should consult their own financial, tax
and legal advisers about the risks associated with an
investment in a particular Tranche of Securities and the
suitability of investing in the Securities in light of their
particular circumstances.

An investment in Securities, the premium and/or the interest

9
on or principal of which is determined by reference to one or
more currencies, commodities, interest rates or other indices
or formulae, either directly or indirectly, may entail significant
risks not associated with similar investments in a conventional
debt security, including the risks that the resulting interest rate
and/or premium may be less than that payable on a
conventional debt security at the same time and/or that an
investor could lose all or a substantial portion of the principal
of its Securities.

Neither the current nor the historical value of the relevant
currencies, commodities, interest rates or other indices or
formulae should be taken as an indication of future
performance of such currencies, commodities, interest rates
or other indices or formulae during the term of any Security.

Additional Security Risks
(Subordinated Notes):
Without in any way limiting the section above titled “security
Risks”, certain risks arise in respect of Subordinated Notes.

Subordinated Notes issued under this Information
Memorandum are subject to mandatory conversion into
ordinary shares of the Issuer (or a successor) (“Ordinary
Shares”), or write-off, if a Non-Viability Trigger Event occurs.
The applicable Pricing Supplement will specify whether the
conversion option or the write-off option will apply.

If a Non-Viability Trigger Event occurs, on the date of such
event, (1) if the conversion option applies to the Subordinated
Notes, the Issuer will be required to convert some or all of the
principal amount of the Subordinated Notes into Ordinary
Shares, or (2) if the conversion option applies to the
Subordinated Notes but the Subordinated Notes are not
converted for any reason within five Business Days after the
conversion date, or if the applicable Pricing Supplement
specifies the write-off option, the Issuer will be required to
write off some or all of the principal amount of the
Subordinated Notes and immediately and irrevocably
terminate the rights of the holders of such Subordinated
Notes. Where a write-off occurs, investors will lose some or all
of the value of their investment and will not receive any
compensation.

It is not certain what would constitute non-viability but non-
viability could be expected to include a serious impairment of
the Issuer’s financial position.

Where Subordinated Notes are converted, investors may
receive Ordinary Shares worth significantly less than the
principal amount of the investor’s Subordinated Notes.

A Non-Viability Trigger Event could occur at any time.

There may be no market in Ordinary Shares received on
conversion and investors may not be able to sell the Ordinary
Shares at a price equal to the value of their investment and as
a result may suffer loss. The sale of Ordinary Shares in the
Issuer may also be restricted by applicable Australian law and
as a result investors may suffer loss.

In certain circumstances, the Ordinary Shares that an investor

10
would receive on conversion will be issued to a nominee, who
will sell the shares on behalf of that investor. The nominee will
have no duty to obtain a fair market price in such sale.

There are provisions of Australian law that are relevant to the
ability of any person to acquire interests in the Issuer beyond
the limits prescribed by those laws. Subordinated Noteholders
should take care to ensure that by acquiring any Subordinated
Notes which provide for such Subordinated Notes to be
converted to Ordinary Shares, they do not breach any
applicable restrictions on the ownership of interests in the
Issuer. If the acquisition or conversion of such Subordinated
Notes by the Subordinated Noteholder or a nominee would
breach those restrictions the Issuer may be prevented from
converting such Notes and where conversion is required such
Notes may be required to be written off.

The requirement for conversion or write-off on account of a
Non-Viability Trigger Event does not apply to subordinated
debt issued by the Issuer prior to 1 January 2013, and
accordingly the holders of Subordinated Notes issued under
this Information Memorandum are likely to be in a worse
position in the event of the Issuer becoming non-viable than
holders of subordinated debt issued by the Issuer without a
mandatory conversion or write-off feature.
Depending upon its performance and financial position, there
is a risk that the Issuer may default on payment of some or all
of the interest or principal on a Subordinated Note. In this
case, investor’s rights are limited to certain specified remedies
and, for example, investors do not have the right to require the
Issuer to redeem the Subordinated Note early. Although the
Conditions may specify certain remedies (for example,
seeking an order for the winding-up of the Issuer) the grant of
those remedies may be in the discretion of the court, and as
such may not be granted.

Investors should note in particular Conditions 3.3, 5A to 5D
(inclusive), 10.2 and 11 and Schedule A to the Conditions.


Ordinary Shares:
For a description of the rights and liabilities attaching to
Ordinary Shares of the Issuer issued on conversion of the
Subordinated Notes, see the section “Description of Ordinary
Shares” below.

Optional Redemption:
The Pricing Supplement issued in respect of each Tranche of
Securities will state whether such Securities may be
redeemed (either in whole or in part) prior to their stated
maturity at the option of the Issuer or the Registered Holders,
and if so the terms applicable to such redemption.
Notwithstanding the foregoing, Registered Holders will have
no option to require redemption of any Subordinated Notes
prior to their stated maturity. In the case of Subordinated
Notes, the Optional Redemption Date must not be earlier than
5 years from the Issue Date.

Redemption by
instalments:
The Pricing Supplement in respect of each Series of
Securities that are redeemable in two or more instalments will
set out the Instalment Amounts in which and Instalment Dates
on which the Securities may be redeemed. A Subordinated

11
Note may not be redeemable by instalments.

Redemption for tax
reasons:

In certain circumstances following notice by the Issuer, all of
the Securities of a Series may be redeemed following any
changes in tax law which give rise to an obligation of the
Issuer to make a withholding or deduction and pay additional
amounts, and in certain other circumstances (as provided in
Condition 5.2 (Redemption for Taxation Reasons)).

Redemption for regulatory
reasons (Subordinated
Notes):
The Pricing Supplement issued in respect of each Series of
Subordinated Notes will state whether those Subordinated
Notes may be redeemed if a Regulatory Event occurs (as
provided in Condition 5.2A (Redemption of Subordinated
Notes for regulatory reasons)).

Approval of APRA for
redemption (Subordinated
Notes):
The Issuer may not redeem any Subordinated Notes or
purchase, or procure that any of its Related Entities purchase,
any Subordinated Notes without the prior written approval of
the Australian Prudential Regulatory Authority (“APRA”).

Conditions to redemption
(Subordinated Notes):
The Issuer will not be permitted to redeem any Subordinated
Note unless (1) the Subordinated Note is replaced
concurrently or beforehand with Regulatory Capital of the
same or better quality and the replacement of the
Subordinated Note is done under conditions that are
sustainable for the Issuer’s income capacity or (2) APRA is
satisfied that the Issuer’s capital position is well above its
minimum capital requirements after the Issuer elects to
redeem the Subordinated Note.

Conversion or Write-Off
(Subordinated Notes):
Subordinated Notes will be mandatorily converted into
Ordinary Shares or written-off (as specified in the relevant
Pricing Supplement) where APRA determines that (1) such
conversion or write-off is necessary because, without it, the
Issuer would become non-viable; or (2) without a public sector
injection of capital or equivalent support, the Issuer would
become non-viable.

Status of Securities:
The status of the Securities is as set out in Condition 3
(Status).

The Issuer is an "authorised deposit-taking institution" within
the meaning of that term in the Banking Act 1959 of the
Commonwealth of Australia (the “Banking Act”).

The Securities will be direct, unsecured and general
obligations of the Issuer and:

• in the case of Securities other than Subordinated
Notes, will rank equally with all other present and
future unsecured and unsubordinated obligations of
the Issuer (other than certain debts of the Issuer
required to be preferred by the relevant law, including
without limitation amounts given priority under the
Banking Act and the Reserve Bank Act 1959 of
Australia (the "Reserve Bank Act"); and
• in the case of Subordinated Notes, will be
subordinated obligations of the Issuer and will rank
pari passu among themselves and, unless otherwise
specified in the applicable Pricing Supplement, rank

12
pari passu with all Equal Ranking Securities.

Section 13A(3) of the Banking Act provides that, in the event
an authorised deposit-taking institution (“ADI”) (such as the
Issuer) becomes unable to meet its obligations or suspends
payment, the ADI's assets in Australia are available to meet
specified liabilities of the ADI in priority to all other liabilities of
the ADI (including the Securities). These specified liabilities
include certain obligations of the ADI to APRA in respect of
amounts payable by APRA to holders of protected accounts,
other liabilities of the ADI in Australia in relation to protected
accounts, debts to the Reserve Bank of Australia (“RBA”)
and certain other debts to APRA.

Under section 16(2) of the Banking Act, certain other debts of
the Issuer due to APRA shall have in a winding-up of the
Issuer, subject to section 13A(3) of the Banking Act, priority
over all other unsecured debts of the Issuer. Further, section
86 of the Reserve Bank Act provides that in a winding-up of
the Issuer, debts due by the Issuer to the RBA shall, subject
to section 13A(3) of the Banking Act, have priority over all
other debts of the Issuer.

The Securities will not be protected accounts in Australia or
otherwise benefit from a priority under the Banking Act and
the Reserve Bank Act.

Transferable Certificates of Deposit

Transferable Certificates of Deposit may be issued on a
senior, unsecured and unsubordinated basis and will rank at
least equally with all other unsecured and unsubordinated
obligations of the Issuer, except liabilities mandatorily
preferred by law.

The Issuer does not make any representations as to whether
the Transferable Certificates of Deposit would constitute the
Issuer’s deposit liabilities in Australia for the purposes of the
Banking Act. The Transferable Certificates of Deposit do not
constitute protected accounts in Australia for the purposes of
the Banking Act.

Medium Term Notes

Medium Term Notes will constitute direct, unconditional,
senior, unsubordinated and unsecured obligations of the
Issuer ranking pari passu among themselves and with all
present and future unsubordinated and unsecured obligations
of the Issuer (save for certain liabilities mandatorily preferred
by law including, but not limited to, amounts given priority
under the Banking Act and the Reserve Bank Act).

The Medium Term Notes do not constitute the Issuer’s deposit
liabilities, or a protected account, in Australia for the purposes
of the Banking Act.

Subordinated Notes

Subordinated Notes will constitute direct and unsecured
subordinated obligations of the Issuer and, unless otherwise

13
specified in the applicable Pricing Supplement, rank pari
passu among themselves and, unless otherwise specified in
the applicable Pricing Supplement, rank pari passu with all
Equal Ranking Securities. Equal Ranking Securities include
the instrument known as Perpetual Capital Floating Rate
Notes and any other instruments issued after 1 January 2013
as Relevant Tier 2 Securities.

The consequence of this is that instruments issued as Lower
Tier 2 Capital prior to 1 January 2013 are not Equal Ranking
Securities but rank in a winding up of the Issuer senior to the
Subordinated Notes.

The reason for this ranking is that under APRA’s prudential
standards which came into force on 1 January 2013 in order
to qualify for Tier 2 Capital, Subordinated Notes must rank in
a winding up of the Issuer with the most junior ranking claims
which rank ahead of Common Equity Capital and Additional
Tier 1 Capital.

Since the Issuer has on issue Perpetual Capital Floating Rate
Notes and these would rank in a winding up ahead of share
capital but behind the Subordinated Notes issued prior to 1
January 2013, the Subordinated Notes are required to rank
equally with the Perpetual Capital Floating Rate Notes.

In the event of a winding-up of the Issuer, and assuming
Subordinated Notes have not been Converted or Written-Off
on account of a Non-Viability Trigger Event or redeemed,
Subordinated Noteholders will be entitled to claim for an
amount equal to the principal amount of the Subordinated
Notes then outstanding, together with all accrued and unpaid
interest thereon. The claim for this amount will be
subordinated in right of payment to all Senior Creditors as
more fully set out in Condition 3.3 (Status – Subordinated
Notes), Condition 4.10 (Condition of Payment – Subordinated
Notes) and Condition 11 (Subordination). However, the claim
of Subordinated Noteholders in a winding-up will be adversely
affected if a Non-Viability Trigger Event occurs. If, following a
Non-Viability Trigger Event, Notes are Converted into
Ordinary Shares, Subordinated Noteholders will have a claim
as an ordinary shareholder of the Issuer. If, following a Non-
Viability Trigger Event, Subordinated Notes are Written-Off, all
rights in relation to those Subordinated Notes will be
terminated and Subordinated Noteholders will not have their
capital repaid.

In respect of Subordinated Notes, prior to the winding-up of
the Issuer, the obligation of the Issuer to make payments
(including of any principal, additional amounts and interest) on
the Subordinated Notes will be conditional on the Issuer being
Solvent at the time of, and immediately after, such payment
by the Issuer. Any such failure to pay will not be considered
an Event of Default for the purposes of the Subordinated
Notes.

The Subordinated Notes do not constitute the Issuer’s deposit
liabilities, or a protected account, in Australia for the purposes
of the Banking Act.

14
Approved NOHC
(Subordinated Notes):
ANZ may without the consent of Subordinated Noteholders
amend the terms and conditions of the Subordinated Notes to
enable substitution of an Approved NOHC as the issuer of
ordinary shares on Conversion upon the occurrence of a Non-
Viability Trigger Event. Investors should note Condition 5D.

No Set-Off (Subordinated
Notes):
Neither the Issuer nor a Subordinated Noteholder has any
contractual right to set off any sum at any time due and
payable to a Subordinated Noteholder or the Issuer (as
applicable) under or in relation to the Subordinated Notes
against amounts owing by the Subordinated Noteholder to the
Issuer or by the Issuer to the Subordinated Noteholder (as
applicable).

Cross Default:
Not applicable.

Austraclear:
Unless otherwise specified in the relevant Pricing
Supplement, application will be made to Austraclear Limited
ABN 94 002 060 773 for approval for each Tranche of
Securities to be traded on the settlement system operated by
Austraclear Limited (in accordance with the Regulations and
Operating Manual of Austraclear Limited).

Registrar:
Austraclear Services Limited ABN 28 003 284 419

Tax File Number:
The Issuer will deduct tax from payments of interest on the
Securities at the highest marginal tax rate plus the highest
Medicare levy if an Australian resident investor or a non-
resident investor carrying on business in Australia at or
through a permanent establishment of the non-resident in
Australia has not supplied an appropriate tax file number,
Australian Business Number or exemption details.

Withholding Tax:
All payments by the Issuer of principal and interest in respect
of the Securities will be made free and clear of all Australian
withholding taxes, subject to exceptions, all as described in
Condition 8 (Taxation).

Public Offer Test:
The Issuer proposes to issue Securities and to make
payments of interest in a manner which will satisfy the
requirements of section 128F of the Income Tax Assessment
Act 1936 (Cth) of Australia. The public offer test status of a
Tranche of Securities will be specified in the relevant Pricing
Supplement.

Stamp Duty:
Any stamp duty incurred at the time of the issue of the
Securities will be for the account of the Issuer. Any stamp duty
payable on the transfer of the Securities will be for the
account of the investors.

Investors are advised to seek independent advice regarding
any stamp duty or other taxes imposed by another jurisdiction
upon the transfer of, or interests in, Securities in any
jurisdiction outside Australia.

Governing Law:
State of Victoria and Commonwealth of Australia.

Listing:
Application may be made for one or more Tranches of
Securities issued under the Programme to be listed on the
Australian Securities Exchange or admitted to listing, trading

15
and/or quotation on such other exchange, listing authority or
quotation system specified in the relevant Pricing Supplement
if agreed between the Issuer and the relevant Dealers and
specified in the Pricing Supplement. Securities which are
listed on the Australian Securities Exchange will not be
transferred through or registered on the Clearing House
Electronic Subregister System (“CHESS”) and will not be
CHESS approved securities. In the event that an interface
between the Register maintained by the Registrar and
CHESS is established the documents relating to the
Programme may be amended to facilitate settlement on
CHESS and so the Securities will become CHESS approved
securities.

Securities may also be unlisted.

Selling Restrictions:
Australia, New Zealand, United Kingdom, United States,
Japan, Hong Kong and the European Economic Area and
such other restrictions as may be required in connection with
a particular issue of Securities and as more fully set out in
‘‘Subscription and Sale’’.

The Issuer is “Category 2” for the purpose of Regulation S
under the Securities Act.

Rating:
Securities may be rated.

A rating is not a recommendation to buy, sell or hold
Securities and is subject to variation, suspension or
withdrawal at any time by the assigning organisation.

Any credit rating in respect of any Securities or the Issuer is
for distribution only to persons who are not a “retail client”
within the meaning of section 761G of the Corporations Act
and are also sophisticated investors, professional investors or
other investors in respect of whom disclosure is not required
under Part 6D.2 of the Corporations Act and, in all cases, in
such circumstances as may be permitted by applicable law in
any jurisdiction in which an investor may be located. Anyone
who is not such a person is not entitled to receive this
Information Memorandum and anyone who receives it must
not distribute it to any person who is not entitled to receive it.

Calculation Agent:
A Calculation Agent may be named in the Pricing Supplement
in respect of each Tranche of Securities. In certain
circumstances, the Issuer may terminate the appointment of
the Calculation Agent and appoint additional calculation
agents or appoint a leading bank or investment banking firm
involved in the interbank market that is most closely
connected with the ca
lculation to act as a Calculation Agent.
A Calculation Agent may not resign its duties without a
successor having been appointed.

16
CONDITIONS OF THE SECURITIES

The following is the text of the terms and conditions that, subject to completion and amendment and
as supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall
be applicable to the Securities of each Series.

Words and expressions defined in the Deed Poll or used in the Pricing Supplement shall have the
same meanings where used in these Conditions unless the context otherwise requires or unless
otherwise stated and provided that, in the event of inconsistency between the Deed Poll and the
Pricing Supplement, the Pricing Supplement will prevail.

The Securities are constituted by a deed poll dated 20 June 2001 as last amended and restated on
21 February 2017 and as further amended and/or supplemented and/or restated as at the Issue Date
of the Securities (the “Deed Poll”) executed by Australia and New Zealand Banking Group Limited
(the “Issuer”) and issued with the benefit of the Registry Services Agreement. Copies of the Registry
Services Agreement, the Deed Poll and the relevant Pricing Supplement are available to the relevant
Registered Holders for inspection at the registered offices of the Issuer and Registrar which are, as at
the date hereof:

Issuer: Australia and New Zealand Banking Group Limited, ANZ Centre Melbourne, Level
9, 833 Collins Street, Docklands, Victoria, 3008, Australia.

Registrar: Austraclear Services Limited, Level 4, 20 Bridge Street, Sydney, NSW 2000

The Registered Holders of the Securities and any person claiming through or under a Registered
Holder are entitled to the benefit of, are bound by and are deemed to have notice of all of the
provisions contained in the Deed Poll (including the relevant Pricing Supplement), the Information
Memorandum dated 21 February 2017 (including all documents incorporated by reference) and the
Registry Services Agreement.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Conditions, unless the context otherwise requires, the following defined terms shall
have the meanings set out below:

“Aggregate Principal Amount” means, in relation to a Tranche of Securities, the amount
specified in the Pricing Supplement or in relation to any Certificate the aggregate Principal
Amount of the Securities to which that Certificate relates.

“Amortisation Yield” has the meaning given in Condition 5.3(ii) unless otherwise specified in
the Pricing Supplement.

“Amortised Face Amount’’ has the meaning given to it in Condition 5.3(ii) unless otherwise
specified in the Pricing Supplement.

“Approved NOHC” means an entity which:

(i) is a non-operating holding company within the meaning of the Banking Act
(which term, as used herein, includes any amendments thereto, rules thereunder
and any successor laws, amendments and rules); and

(ii) has agreed for the benefit of Subordinated Noteholders:

(A) to issue fully paid ordinary shares in its capital under all circumstances when the
Issuer would otherwise have been required to Convert a Principal Amount of
Subordinated Notes, subject to the same terms and conditions as set out in
these Conditions (with all necessary modifications); and

17

(B) to use all reasonable endeavours to procure quotation of Approved NOHC
Ordinary Shares issued upon Conversion of relevant Subordinated Notes on the
Australian Securities Exchange.

“Approved NOHC Ordinary Shares” means a fully paid ordinary share in the capital of the
Approved NOHC.

“APRA” means the Australian Prudential Regulation Authority (or any successor organisation).

“ASX Listing Rules” means the listing rules of the Australian Securities Exchange as
amended, varied or waived (whether in respect of the Issuer or generally) from time to time.

“ASX Operating Rules” means the market operating rules of the Australian Securities
Exchange as amended, varied or waived (whether in respect of the Issuer or generally) from
time to time.

‘‘Austraclear’’ means Austraclear Limited (ABN 94 002 060 773).

“Austraclear Participant” means a Participant as defined in the Austraclear Regulations.

‘‘Austraclear Regulations’’ means the regulations known as the ‘Austraclear Regulations’
established by Austraclear (as amended from time to time), together with any subsidiary rules or
procedures of Austraclear that govern the use of the Austraclear System.

‘‘Austraclear System’’ means the system operated by Austraclear for holding Securities and
the electronic recording and settling of transactions in those Securities between members of
that system.

“Australia” means the Commonwealth of Australia.

‘‘Australian Dollars” and “A$” means the lawful currency for the time being of Australia.

"Australian Securities Exchange" means ASX Limited (ABN 98 008 624 691) or the
Australian Securities Exchange operated by it (as the context requires).

“Banking Act” means Banking Act 1959 of Australia.

“BBSW Page” has the meaning given in Condition 4.2.

“Broken Amount” means the amount specified as such in (or calculated in accordance with
the provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the
Subordinated Notes, in accordance with Condition 5A.4.

‘‘Business Day’’ means:

(i) for the purposes of Conditions 5A to 5D (inclusive), means a day which is a
business day within the meaning of the ASX Listing Rules; and

(ii) for all other purposes, means a day (other than a Saturday or Sunday or public
holiday) on which commercial banks and foreign exchange markets settle
payments in Sydney and in such other places as are specified as “Additional
Financial Centres” in the Pricing Supplement.

‘‘Business Day Convention’’ means a convention for adjusting any date if it would otherwise
fall on a day that is not a Business Day and the following Business Day Conventions, where
specified in the relevant Pricing Supplement in relation to any date applicable to any Security,
have the following meanings:

18
(i) “Floating Rate Business Day Convention” means that the date is postponed
to the next day that is a Business Day unless it would thereby fall into the next
calendar month, in which event (x) such date shall be brought forward to the
immediately preceding Business Day and (y) each subsequent such date shall
be the last Business Day of the month in which such date would have fallen had
it not been subject to adjustment;

(ii) ‘‘Following Business Day Convention’’ means that the date is postponed to
the first following day that is a Business Day;

(iii) ‘‘Modified Following Business Day Convention’’ or Modified Business Day
Convention means that the date is postponed to the first following day that is a
Business Day unless that day falls in the next calendar month in which case that
date is the first preceding day that is a Business Day; and

(iv) ‘‘Preceding Business Day Convention’’ means that the date is brought
forward to the first preceding day that is a Business Day.

Where no Business Day Convention is specified in a relevant Pricing Supplement, it shall be
deemed to be the Modified Following Business Day Convention.

‘‘Calculation Agent’’ means, in respect of a Tranche of Securities, the person specified as the
Calculation Agent in the relevant Pricing Supplement. The Calculation Agent must be the same
for all Securities in a Series.

‘‘Certificate’’ means a certificate confirming registered ownership of a Security.

‘‘CHESS’’ means the Clearing House Electronic Subregister System operated by the Australian
Securities Exchange, or its affiliates or successors.

“Code’’ means the U.S. Internal Revenue Code of 1986.

‘‘Condition’’ means the correspondingly numbered condition in these terms and conditions.

“Control” has the meaning given in the Corporations Act.

“Controlled Entity” shall mean, in respect of the Issuer, an entity the Issuer Controls.

“Conversion” means, in relation to a Subordinated Note, the allotment and issue of Ordinary
Shares and the termination of the holder’s rights in relation to the relevant Principal Amount of
that Subordinated Note, in each case in accordance with Schedule A to these Conditions, and
“Convert”, “Converting” and “Converted” have corresponding meanings.

“Conversion Number” has the meaning given to it in Schedule A.

‘‘Corporations Act’’ means the Corporations Act 2001 (Cth) of Australia.

‘‘Day Count Fraction’’ means, in relation to the calculation of an amount of interest on any
Security for any period of time (from and including the first day of such period to but excluding
the last) (whether or not constituting an Interest Accrual Period, the "Calculation Period’’):

(i) if ‘‘Actual/360’’ is specified in the Pricing Supplement, the actual number of days
in the Calculation Period divided by 360;

(ii) if ‘‘Actual/365’’ or "Actual/Actual’’ is specified in the Pricing Supplement, the
actual number of days in the Calculation Period divided by 365 (or, if any portion
of that Calculation Period falls in a leap year, the sum of (A) the actual number of
days in that portion of the Calculation Period falling in a leap year divided by 366
and (B) the actual number of days in that portion of the Calculation Period falling
in a non-leap year divided by 365);

19

(iii) if ‘‘Actual/365 (fixed)’’ is specified in the Pricing Supplement, the actual number
of days in the Calculation Period divided by 365;

(iv) if ‘‘Actual/Actual (ICMA)’’ is specified in the Pricing Supplement:

(A) if the Calculation Period is equal to or shorter than the Determination Period
during which it falls, the number of days in the Calculation Period divided by the
product of:

(A) the number of days in such Determination Period; and

(B) the number of Determination Periods normally ending in any year;
and

(B) if the Calculation Period is longer than one Determination Period, the sum of:

(A) the number of days in such Calculation Period falling in the
Determination Period in which it begins divided by the product of
(1) the number of days in such Determination Period and (2) the
number of Determination Periods normally ending in any year; and

(B) the number of days in such Calculation Period falling in the next
Determination Period divided by the product of (1) the number of
days in such Determination Period and (2) the number of
Determination Periods normally ending in any year

where:

‘‘Determination Period’’ means the period from and including an
Interest Payment Date in any year to but excluding the next Interest
Payment Date;

(v) if ‘‘30/360’’ is specified in the Pricing Supplement, the number of days in the Calculation
Period divided by 360 (the number of days to be calculated on the basis of a year of 360
days with 12 30-day months); and

(vi) if ‘‘RBA Bond Basis’’ is specified in the Pricing Supplement, one divided by the
number of Interest Payment Dates in a year.

“Deed Poll” means the deed poll dated 20 June 2001 as last amended and restated on
21 February 2017 and as further amended and/or supplemented and/or restated as at the Issue
Date of the Securities, executed by the Issuer.

“Director” means a director of the Issuer.

‘‘Early Redemption Amount’’ means the amount which may be payable in respect of a
Security which is, in relation to a Security other than a Zero Coupon Security, its Principal
Amount or, in relation to a Zero Coupon Security, as specified in Condition 5.3, unless
otherwise specified as such in (or calculated or determined in accordance with the provisions
of) the relevant Pricing Supplement.

“Equal Ranking Securities” means any instrument that ranks in a winding-up of the Issuer as
the most junior claim in the winding-up of the Issuer ranking senior to Junior Ranking
Securities, and includes:

(i) if on issue at the commencement of the winding-up of the Issuer, the Perpetual
Capital Floating Rate Notes issued under the trust deed dated 30 October 1986
between the Issuer and Bankers Trustee Company Limited, as amended from

20
time to time (except in so far as such amendment is inconsistent with such
ranking); and

(ii) any other instruments issued after 1 January 2013 as Relevant Tier 2 Securities.

‘‘Event of Default’’ in respect of Medium Term Notes, has the meaning given to it in Condition
10.1 and, in respect of Subordinated Notes, has the meaning given in Condition 10.2.

‘‘Extraordinary Resolution’’ has the meaning given to it in the Meeting Provisions.

“FATCA” means:

(i) Sections 1471-1474 of the Code (or any amended or successor version to the
Code) and any current or future regulations or official interpretations thereof;

(ii) any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance or practices
adopted pursuant to any intergovernmental agreement entered into in connection
with the implementation of either such sections of the Code or analogous
provisions of non-U.S. law; or

(iii) any agreement pursuant to the implementation of paragraphs (i) or (ii) above with
the U.S. Internal Revenue Service, the U.S. government or any governmental or
taxation authority in any other jurisdiction.

“FATCA Withholding” means any deduction or withholding made for or on account of FATCA.

“Final Coupon Amount” means the amount specified as such in (or calculated in accordance
with the provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the
Subordinated Notes, in accordance with Condition 5A.4.

‘‘Final Redemption Amount’’ means the amount payable in respect of a Security which is its
Principal Amount unless otherwise specified as such in (or calculated in accordance with the
provisions of) the relevant Pricing Supplement.

“Fixed Rate Security” means a Security that bears interest at a fixed rate specified in the
relevant Pricing Supplement.

‘‘Floating Rate Security’’ means a Security that bears interest at a floating rate specified in
the relevant Pricing Supplement.

“Foreign Holder” has the meaning given in Condition 5B.4.

“GST” has the meaning given to it in Section 195-1 of the A New Tax System (Goods and
Services Tax) Act 1999 (Cth).

“Inability Event” shall mean the Issuer is prevented by applicable law or order of any court or
action of any government authority (including regarding the insolvency, winding-up or other
external administration of the Issuer) or any other reason from Converting the Subordinated
Notes.

‘‘Index’’ means the index applying to a Security, as specified in the relevant Pricing
Supplement.

“Index Linked Interest Security” means a Security (other than a Subordinated Note) that
bears interest at a rate calculated by reference to an Index.

“Index Linked Redemption Security” means a Security (other than a Subordinated Note) the
Early or Final Redemption Amount in respect of which is calculated by reference to an Index.

21
“Index Linked Securities” means an Index Linked Interest Security or an Index Linked
Redemption Security.

“Instalment Amount” means the amount specified as such in (or calculated in accordance
with the provisions of) the relevant Pricing Supplement.

‘‘Interest Accrual Period’’ means the period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the first Interest Period Date and each
successive period beginning on (and including) an Interest Period Date and ending on (but
excluding) the next succeeding Interest Period Date during the relevant Interest Period, except
that the last Interest Accrual Period ends on (and excludes) the Maturity Date or the date of any
earlier redemption of a Security in accordance with the Conditions.

‘‘Interest Amount’’ means the amount of interest payable in respect of a Security, and in the
case of Fixed Rate Securities, also means the Fixed Coupon Amount or Broken Amount, as the
case may be, so specified in the relevant Pricing Supplement and, in the case of the
Subordinated Notes, as it may be adjusted in accordance with Condition 5A.4;

“Interest Basis” means the interest basis specified as such in the relevant Pricing
Supplement.

‘‘Interest Commencement Date’’ means the Issue Date in respect of Securities or such other
date as may be specified in the Pricing Supplement.

‘‘Interest Determination Date’’ means, with respect to a Rate of Interest and Interest Accrual
Period, the date specified as such in the Pricing Supplement or, if none is so specified the first
day of such Interest Accrual Period.

‘‘Interest Payment Date’’ means the date or dates specified as such in, or determined in
accordance with the provisions of, the relevant Pricing Supplement and adjusted, if not a
Business Day, in accordance with the applicable Business Day Convention.

‘‘Interest Period’’ means the period beginning on (and including) the Interest Commencement
Date and ending on (but excluding) the first Interest Payment Date and each successive period
beginning on (and including) an Interest Payment Date and ending on (but excluding) the next
succeeding Interest Payment Date, except that the final Interest Period ends on (but excludes)
the Maturity Date or any other period specified in the Pricing Supplement.

‘‘Interest Period Date’’ means each Interest Payment Date unless otherwise specified in the
Pricing Supplement.

‘‘Issue Date’’ means the date of issue of the Securities as specified in or determined in
accordance with the relevant Pricing Supplement (and in the case of Transferable Certificates
of Deposit will be the same date as the date of acceptance of the relevant Transferable Deposit
by the Issuer).

“Issue Date VWAP” has the meaning given in Schedule A.

“Issue Price’’ means the issue price for Securities specified in, calculated in or determined in
accordance with the provisions of the Pricing Supplement.

“Issuer’’ means Australia and New Zealand Banking Group Limited (ABN 11 005 357 522).

“Issuer Group” shall mean the Issuer and its Controlled Entities.

“Junior Ranking Securities” means any instrument that:

(i) qualifies as Tier 1 Capital (or, in the case of any instrument issued prior to 1
January 2013, was treated as constituting Tier 1 Capital in accordance with the
prudential standards which applied prior to 1 January 2013 irrespective of

22
whether or not such instrument is treated as constituting Tier 1 Capital in
accordance with any transitional arrangements approved by APRA); and

(ii) by its terms is, or is expressed to be, subordinated in a winding-up of the Issuer
to the claims of Subordinated Noteholders and other Equal Ranking Securities.

“Level 1”, “Level 2” and “Level 3” means those terms as defined by APRA from time to time.

“Margin” means the margin specified as such in the relevant Pricing Supplement.

‘‘Maturity Date’’ means the maturity date specified in, or determined in accordance with the
provisions of, the relevant Pricing Supplement and as recorded in the Register.

“Maximum Rate of Interest’’ means the maximum interest rate (if any) specified in, or
calculated or determined in accordance with the provisions of the relevant Pricing Supplement.

“Maximum Redemption Amount” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement.

“Medium Term Note” means an unsubordinated Note as more fully described in
Condition 3.2.

“Meeting Provisions’’ means the provisions for the convening of meetings of, and passing of
resolutions by, Registered Holders set out in Schedule 2 of the Deed Poll.

“Minimum Rate of Interest" means the minimum interest rate (if any) specified in, or
calculated or determined in accordance with the provisions of the relevant Pricing Supplement.

“Minimum Redemption Amount” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement.

“Non-Viability Determination” has the meaning given in Condition 5A.2.

“Non-Viability Trigger Event” has the meaning given in Condition 5A.2.

“Note” means either an unsubordinated or a subordinated medium term note being a debt
obligation of the Issuer owing to a Registered Holder, the details of which are identified in the
Register, and, in these Conditions, references to Notes are references to Notes of the relevant
Series.

“Noteholder’’ means the Registered Holder of a Note.

“Offshore Associate” means an associate (as defined in section 128F of the Income Tax
Assessment Act 1936 (Cth) of Australia) of the Issuer that is either a non-resident of Australia
which does not acquire the Securities in carrying on a business at or through a permanent
establishment in Australia or, alternatively, a resident of Australia that acquires the Securities in
carrying on business at or through a permanent establishment outside of Australia.

“Optional Redemption Amount” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in
the case of the Subordinated Notes, in accordance with Condition 5A.4.

“Optional Redemption Date” means the date or dates specified as such in the relevant
Pricing Supplement.

“Ordinary Share” shall mean a fully paid ordinary share in the capital of the Issuer.

“outstanding’’ means in relation to the Securities of any Series, all the Securities issued other
than (a) those that have been redeemed in accordance with the Conditions, (b) those which
have become void or in respect of which claims have become prescribed (c) those which have

23
been purchased and cancelled as provided for in the Conditions and (d) to the extent
Converted or Written-Off.

“Pricing Supplement’’ means the pricing supplement document prepared in relation to the
Securities of the relevant Tranche.

“Principal Amount’’ means the notional principal amount of each Security which will, unless
indicated otherwise or, in the case of the Subordinated Notes, as provided in Condition 5A.4,
be the same amount as the “Specified Denomination” of each Security so specified in the
relevant Pricing Supplement.

“Programme’’ means the Australian Dollar Debt Issuance Programme of the Issuer providing
for the issue of Notes and Transferable Certificates of Deposit by the Issuer.

“Publication Time” means the Relevant Time or such other time at which a Reference Rate
customarily appears on the Relevant Screen Page.

“Rate of Interest’’ means the rate of interest payable from time to time in respect of a
particular Security and that is either specified or calculated in accordance with the provisions
set out in the Pricing Supplement.

“Rate Multiplier” means the rate multiplier specified as such in the relevant Pricing
Supplement.

“Record Date’’ means, in the case of payments of interest or principal, the date eight days
prior to the relevant payment date.

“Reference Banks’’ means the institutions specified as such in the Pricing Supplement or, if
none, four major banks selected by the Calculation Agent in the interbank market (or, if
appropriate, money, swap or over-the-counter index options market) that is most closely
connected with the Reference Rate specified in the Pricing Supplement.

“Reference Rate” means the rate, if any, specified in the relevant Pricing Supplement.

“Register’’ means the register of Registered Holders maintained by the Registrar in
accordance with the Registry Services Agreement or such other relevant agreement between
the Registrar and the Issuer.

“Registered Holder’’ means:

(i) in respect of Subordinated Notes only and only for so long as such
Subordinated Notes are held in the Austraclear System, for the
purposes of determining the person entitled to be issued Ordinary
Shares (or, where Condition 5B.4 applies, the net proceeds of sale of
such shares) and the amount of their entitlements, a person who is an
Austraclear Participant; and

(ii) otherwise, in relation to any Security, a person whose name is for the time being
recorded in the Register to signify ownership of the Security. If the Security is
owned jointly by more than one person, a Registered Holder includes a person
whose name appears in the Register as a joint owner.

“Registrar" means Austraclear Services Limited (ABN 28 003 284 419) or such other person
appointed and notified by the Issuer.

“Registry Office’’ means the following office of the Registrar: Level 4, 20 Bridge Street,
Sydney, NSW 2000 or such other place notified by the Issuer or the Registrar.

“Registry Services Agreement’’ means the Registry Services Agreement dated 4 August
2010 as amended from time to time, between the Registrar and the Issuer.

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“Regulatory Capital” shall mean a Tier 1 Capital Security or a Tier 2 Capital Security.

“Regulatory Event” has the meaning given in Condition 5.2A.

“Related Entity” has the meaning given by APRA from time to time.

“Relevant Date” in respect of any Security means the date on which payment in respect of it
first becomes due or (if any amount of the money payable is improperly withheld or refused) the
date on which payment in full of the amount outstanding is made or (if earlier) the date seven
days after that on which notice is duly given to the Registered Holders that such payment will
be made, provided that payment is in fact made.

“Relevant Financial Centre’’ means, with respect to any Floating Rate Security to be
determined in accordance with Screen Rate Determination on an Interest Determination Date
the financial centre specified as such in the Pricing Supplement or, if none is so specified, the
financial centre with which the relevant Reference Rate is most closely connected.

“Relevant Screen Page” means the page specified as such in the relevant Pricing
Supplement.

“Relevant Securities” means each of the:

(i) Relevant Tier 1 Securities; and

(ii) Relevant Tier 2 Securities;

“Relevant Tier 1 Security” means, where a Non-Viability Trigger Event occurs, a Tier 1
Capital Security that, in accordance with its terms or by operation of law, is capable of being
converted into Ordinary Shares or written-off upon the occurrence of that event.

“Relevant Tier 2 Security” means, where a Non-Viability Trigger Event occurs, a Tier 2
Capital Security that, in accordance with its terms or by operation of law, is capable of being
converted into Ordinary Shares or written-off upon the occurrence of that event.

“Relevant Time’’ means, with respect to any Interest Determination Date, the relevant time
specified in the Pricing Supplement.

“Reserve Bank Act” means Reserve Bank Act 1959 of Australia.

“Screen Rate Determination” has the meaning specified in the Pricing Supplement and in
Condition 4.2(ii).

“Security’’ means a Transferable Certificate of Deposit, Medium Term Note or Subordinated
Note.

“Senior Creditors” means all present and future creditors of the Issuer (including but not
limited to depositors of the Issuer and holders of any other instruments issued before 1 January
2013 as a Tier 2 Capital Security) whose claims:

(i) would be entitled to be admitted in the winding up of the Issuer; and

(ii) are not in respect of Equal Ranking Securities or Junior Ranking Securities.

“Senior Executive” means:

(i) those officers classified by the Issuer as "Group 1 Employees" or as "Senior
Executives";

(ii) all ANZ Country Heads; and

25

(iii) a person who, for the time being is acting in any of the positions of persons identified in
paragraphs (i) or (ii) above,

and a certificate given by a company secretary of the Issuer or an assistant company secretary
of the Issuer stating that a person qualifies as a person within paragraph (i), (ii) or (iii) is
conclusive evidence of that fact.

‘‘Series’’ means a Tranche of Securities together with any further Tranche or Tranches of
Securities which are:

(i) expressed to be consolidated and form a single Series; and

(ii) identical in all respects (including as to listing) except for the respective Issue Dates,
Interest Commencement Dates, Issue Prices or amounts of the first payment of interest.

“Solvent” means at any time in respect of the Issuer:

(i) it is able to pay all its debts as and when they become due and payable; and

(ii) its assets exceed its liabilities, in each case determined on an unconsolidated stand-
alone basis.

“Specified Denomination” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in
the case of the Subordinated Notes, in accordance with Condition 5A.4.

“Subordinated Note’’ means a subordinated Note as more fully described in Condition 3.3.

“Subordinated Noteholder’’ means the Registered Holder of a Subordinated Note.

“Taxes” means taxes, levies, imposts, deductions, charges or withholdings and duties
(including stamp and transaction duties) imposed by any authority together with any related
interest, penalties and expenses in connection with them.

“Tier 1 Capital” means the Tier 1 capital of the Issuer (on a Level 1 basis) or the Issuer Group
(on a Level 2 basis or, if applicable, a Level 3 basis) as defined by APRA from time to time.

“Tier 1 Capital Security” means a share, note or other security or instrument constituting Tier
1 Capital.

“Tier 2 Capital” means Tier 2 capital of the Issuer (on a Level 1 basis) or the Issuer Group (on
a Level 2 basis or, if applicable, a Level 3 basis) as defined by APRA from time to time.

“Tier 2 Capital Security” means a note or other security or instrument constituting Tier 2
Capital.

“Trigger Event Date” means the date (whether or not a Business Day) on which APRA
notifies the Issuer of a Non-Viability Trigger Event as contemplated in Condition 5A.2.

“Trigger Event Notice” has the meaning given to it in Condition 5A.3.

“Tranche’’ means Securities that are identical in all respects (including as to listing).

“Transferable Certificate of Deposit” means a transferable certificate of deposit, issued in
respect of a Transferable Deposit, owing to a Registered Holder, the details of which are
recorded in the Register, and, in these Conditions, references to Transferable Certificates of
Deposit are references to Transferable Certificates of Deposit of the relevant Series.

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“Transferable Deposit’’ means a transferable deposit made by an investor and accepted by
the Issuer.

“U.S.” means the United States.

“VWAP” has the meaning given in Schedule A.

“Written-Off”:

(i) where Condition 5B applies, has the meaning given to it in Condition 5B.7; and

(ii) where Conditions 5C applies, has the meaning given to it in Condition 5C.2.

“Zero Coupon Security’’ means a Transferable Certificate of Deposit or Note (other than a
Subordinated Note) that does not bear interest.

1.2 Interpretations

In these Conditions unless the contrary intention appears:

(i) a reference to Conditions is a reference to these Conditions as supplemented, modified
or altered by the relevant Pricing Supplement;

(ii) a reference to a statute, ordinance, code or other law includes regulations and other
instruments under it and consolidations, amendments, re-enactments or replacements
of any of them;

(iii) the singular includes the plural and vice versa;

(iv) the word “person” incorporates a firm, body corporate, an unincorporated association
or an authority;

(v) a reference to a person incorporates references to the person’s executors,
administrators, successors, substitutes (including, without limitation, persons taking by
novation) and assigns;

(vi) a reference to any thing (including, without limitation, any amount) is a reference to the
whole and each part of it and a reference to a group of persons is a reference to all of
them collectively, to any two or more of them collectively and to each of them
individually;

(vii) unless otherwise specified to the contrary, any reference to a particular time is a
reference to Sydney time;

(viii) headings are inserted for convenience and do not affect the interpretation of these
Conditions;

(ix) all references to the issue or issuance of Securities are to:

(a) the issue of Transferable Certificates of Deposit by the Issuer in respect of
Transferable Deposits made by investors and accepted by the Issuer; or

(b) the issue of Notes by the Issuer; or

(c) both as the context requires;

(x) any provisions which refer to the requirements of APRA or any other prudential
regulatory requirements will apply to the Issuer only if the Issuer is an entity, or the
holding company of an entity, or is a direct or indirect subsidiary of an Approved NOHC,
subject to regulation and supervision by APRA at the relevant time;

27

(xi) any provisions which require APRA’s consent or approval will apply only if APRA
requires that such consent or approval be given at the relevant time;

(xii) any provisions in these Conditions requiring the prior approval of APRA for a particular
course of action to be taken by the Issuer do not imply that APRA has given its consent
or approval to the particular action as of the Issue Date of the applicable Security;

(xiii) a reference to any term defined by APRA (including, without limitation, “Level 1”, “Level
2”, “Level 3”, “Tier 1 Capital” and “Tier 2 Capital”) shall, if that term is replaced or
superseded in any of APRA’s applicable prudential regulatory requirements or
standards, be taken to be a reference to the replacement or equivalent term;

(xiv) the terms takeover bid, relevant interest and scheme of arrangement when used in
these Conditions have the meaning given in the Corporations Act;

(xv) for the avoidance of doubt, if Conversion under Condition 5B or Write-Off under
Condition 5C of Subordinated Notes is to occur on a Trigger Event Date, then that
Conversion or Write-Off must occur on that date notwithstanding that it may not be a
Business Day;

(xvi) a reference to a term defined by the ASX Listing Rules or the ASX Operating Rules
shall, if that term is replaced in those rules, be taken to be a reference to the
replacement term; and

(xvii) in respect of Ordinary Shares, if the principal securities exchange on which the Ordinary
Shares are listed becomes other than the Australian Securities Exchange, unless the
context otherwise requires a reference to the Australian Securities Exchange shall be
read as a reference to that principal securities exchange and a reference to the ASX
Listing Rules, the ASX Operating Rules or any term defined in any such rules, shall be
read as a reference to the corresponding rules of that exchange or corresponding
defined terms in such rules (as the case may be).


2 FORM, DENOMINATION AND TITLE

2.1 Constitution

The Securities are registered debt obligations of the Issuer constituted by and owing under the
Deed Poll. The obligations of the Issuer in respect of these Conditions and the relevant Pricing
Supplement extend to each individual Security and, following on from that, the Registered
Holder of each Security without the Registered Holder having to join forces with any other
Registered Holder or any predecessor in title of that Registered Holder of a Security.

2.2 Title

Entry of the name of the person purchasing a Security, or the transferee of a Security on the
Register at the relevant time will constitute the passing of title of that Security and will be
conclusive evidence of that person’s entitlements to receive interest and repayment of principal
in the manner provided for in these Conditions (subject to rectification for fraud or error). A
Security registered in the name of more than one person is held by those persons as joint
tenants (unless requested otherwise and in a form satisfactory to the Issuer). Securities will be
registered by name only without reference to any trusteeship. Neither the Issuer nor the
Registrar is, except as required by law, obliged to take notice of any other claim to a Security.

2.3 Independent Obligations

Each entry in the Register constitutes the separate and individual title of the Registered Holder
to the indebtedness of the Issuer to that relevant Registered Holder.

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2.4 Location of Register

The Register will be established and maintained by the Registrar at its Registry Office unless
otherwise specified in the relevant Pricing Supplement.

2.5 Denomination

(i) Securities are issued in the Specified Denominations specified in the Pricing Supplement.
Securities may only be sold in Australia if the aggregate consideration payable to the
Issuer by the purchaser (in the case of a Transferable Certificate of Deposit by way of a
deposit with the Issuer) is at least A$500,000 (disregarding moneys lent by the relevant
Issuer or its associates) or if the Securities are otherwise sold in a manner which does not
require disclosure to investors in accordance with Part 6D.2 and Chapter 7 of the
Corporations Act.

(ii) Securities may only be issued by the Issuer in a jurisdiction or jurisdictions other than
Australia if the issue is in compliance with the laws of the jurisdiction in which the issue or
sale is made and the Securities are otherwise issued or sold in a manner that does not
require disclosure to investors under the laws of that jurisdiction or those jurisdictions.

2.6 Austraclear

If Securities are lodged in the Austraclear System, the Registrar will enter Austraclear in the
Register as the Registered Holder of those Securities. While those Securities remain in the
Austraclear System, all dealings (including transfers and payments) in relation to those
Securities within the Austraclear System will be governed by the regulations for the Austraclear
System and need not comply with these Conditions to the extent of any inconsistency provided
that, in respect of Subordinated Notes, the regulations of the Austraclear System do not
override these Conditions if it would impact the eligibility of the Subordinated Notes as Tier 2
Capital.

2.7 Certificates

No certificate or other evidence of title will be issued by or on behalf of the Issuer to evidence
title to a Security unless the Issuer determines that such certificates should be made available
or it is required to do so pursuant to any applicable law or regulation.

2.8 Acknowledgment

Where Austraclear is recorded in the Register as the Registered Holder, each person in whose
Security Record (as defined in the Austraclear Regulations) that Security is recorded is deemed
to acknowledge in favour of the Registrar and Austraclear that:

(i) the Registrar’s decision to act as the Registrar of the Security does not constitute a
recommendation or endorsement by the Registrar or Austraclear in relation to the
Security but only indicates that such Security is considered by the Registrar to be
compatible with the performance by it of its obligations as Registrar under its agreement
with the Issuer to act as Registrar of the Security; and

(ii) the Registered Holder does not rely on any fact, matter or circumstance contrary to
Condition 2.8(i).

2.9 Australian Securities Exchange Listing

Securities which are listed on the Australian Securities Exchange will not be transferred through
or registered on CHESS and will not be CHESS approved securities. In the event that an
interface between the Register maintained by the Registrar and CHESS is established the
Conditions and any other Programme documents may be amended to facilitate settlement on
CHESS and so that the Securities will become CHESS approved securities.

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3. STATUS

The Securities may be Transferable Certificates of Deposit, Medium Term Notes or
Subordinated Notes as specified in the applicable Pricing Supplement.

The Issuer is an "authorised deposit-taking institution" within the meaning of that term in the
Banking Act.

The Securities are not protected accounts in Australia or otherwise benefit from a priority under
the Banking Act or other applicable law.

3.1 Transferable Certificates of Deposit

Transferable Certificates of Deposit constitute senior, direct, unconditional, unsecured and
unsubordinated obligations of the Issuer and will rank at least equally with all other unsecured
and unsubordinated obligations of the Issuer, except liabilities mandatorily preferred by law.

The Issuer does not make any representations as to whether the Transferable Certificates of
Deposit would constitute the Issuer’s deposit liabilities in Australia for the purposes of the
Banking Act. The Transferable Certificates of Deposit are not protected accounts in Australia
for the purposes of the Banking Act.

3.2 Medium Term Notes

The Medium Term Notes constitute senior, direct, unconditional and unsecured obligations of
the Issuer and rank pari passu among themselves and pari passu with all other present and
future unsubordinated and unsecured obligations of the Issuer (save for certain liabilities
mandatorily preferred by law including, but not limited to, amounts given priority under the
Banking Act and the Reserve Bank Act).

The Medium Term Notes rank senior to the Issuer's subordinated obligations, including the
Subordinated Notes.
The Medium Term Notes are not deposit liabilities of the Issuer, or protected accounts, in
Australia for the purposes of the Banking Act.

3.3 Subordinated Notes

The Subordinated Notes constitute direct and unsecured subordinated obligations of the Issuer
and, unless otherwise specified in the applicable Pricing Supplement and subject to Conditions
5A to 5C (inclusive), rank pari passu among themselves and with Equal Ranking Securities. In
the event of the winding-up of the Issuer (see Condition 11 (Subordination)) and prior to the
commencement of the winding-up of the Issuer (see Condition 4.10), the principal amount of,
any interest on, and any other payments, including additional amounts, in respect of the
Subordinated Notes will rank behind all claims of Senior Creditors and subject to Conditions 5A
to 5C (inclusive), pari passu with Equal Ranking Securities and ahead of Junior Ranking
Securities.

Neither the Issuer nor a Subordinated Noteholder has any contractual right to set off any sum at
any time due and payable to a Subordinated Noteholder or the Issuer (as applicable) under or in
relation to the Subordinated Notes against amounts owing by the Subordinated Noteholder to
the Issuer or by the Issuer to the Subordinated Noteholder (as applicable).

The Subordinated Notes do not limit the amount of liabilities ranking senior to the Subordinated
Notes that may be hereafter incurred or assumed by the Issuer.
The Subordinated Notes do not constitute the Issuer’s deposit liabilities, or a protected account,
in Australia for the purposes of the Banking Act.

30

4. INTEREST AND OTHER CALCULATIONS

4.1 Interest on Fixed Rate Securities

Each Fixed Rate Security bears interest on its outstanding Principal Amount from, and
including, the Interest Commencement Date at the rate per annum (expressed as a percentage)
equal to the Rate of Interest, such interest being payable in arrears on each Interest Payment
Date. If a Fixed Coupon Amount or a Broken Amount is specified in the applicable Pricing
Supplement, the amount of interest payable on each Interest Payment Date will amount to the
Fixed Coupon Amount or, if applicable, the Broken Amount so specified and in the case of the
Broken Amount will be payable on the particular Interest Payment Date(s) specified in the
applicable Pricing Supplement.

4.2 Interest on Floating Rate Securities and Index Linked Interest Securities

(i) Interest Payment Dates: Each Floating Rate Security and Index Linked Interest
Security bears interest on its outstanding Principal Amount from the Interest
Commencement Date at the rate per annum (expressed as a percentage) equal to the
Rate of Interest, such interest being payable in arrears on each Interest Payment Date.
Such Interest Payment Date(s) is/are either specified in the Pricing Supplement as the
Interest Payment Dates or, if no Interest Payment Date(s) are specified, Interest
Payment Date shall mean each date which falls the number of months or other period
shown in the Pricing Supplement as the Interest Period after the preceding Interest
Payment Date or, the case of the first Interest Payment Date, after the Interest
Commencement Date.

(ii) Rate of Interest for Floating Rate Securities: The Rate of Interest in respect of Floating
Rate Securities for each Interest Accrual Period shall be determined in the manner
specified in the Pricing Supplement and the provisions below relating to Screen Rate
Determination shall apply (as amended by the Pricing Supplement).

Screen Rate/Reference Bank Determination (non BBSW)

(x) If Screen Rate Determination is specified in the Pricing Supplement as
the manner in which the Rate of Interest is to be determined and the
Rate of Interest specified in the Pricing Supplement is a rate other than
“BBSW”, the Rate of Interest for each Interest Accrual Period shall be
(as determined by the Calculation Agent) on the following basis:

(I) if the Reference Rate is a composite quotation or a quotation
customarily supplied by one entity, the Calculation Agent will
determine the Reference Rate which appears on the Relevant
Screen Page at the then prevailing Publication Time on the
relevant Interest Determination Date; or

(II) in any other case, the Calculation Agent will determine the
arithmetic mean of the Reference Rates which appear on the
Relevant Screen Page at the then prevailing Publication Time on
the relevant Interest Determination Date;


(y) if paragraph (x)(I) above applies and no Reference Rate appears on
the Relevant Screen Page at the then prevailing Publication Time on
the Interest Determination Date or if sub-paragraph (x)(II) applies and
fewer than two Reference Rates appear on the Relevant Screen Page
at the then prevailing Publication Time on the Interest Determination
Date or if, in either case, the Relevant Screen Page is unavailable,
subject as provided below, the Rate of Interest shall be the arithmetic
mean of the Reference Rates that each of the Reference Banks is

31
quoting (or such of them, being at least two, as are so quoting) to
leading banks in the Relevant Financial Centre at the Publication Time
on the Interest Determination Date, as determined by the Calculation
Agent; and

(z) if paragraph (y) above applies and the Calculation Agent determines
that fewer than two Reference Banks are so quoting the Reference
Rate, subject as provided below, the Rate of Interest shall be the
arithmetic mean of the rates per annum (expressed as a percentage)
that the Calculation Agent determines to be the rates (being the
nearest equivalent to the Reference Rate) that at least two out of five
leading banks selected by the Calculation Agent (after consultation with
the Issuer) in the Relevant Financial Centre, are quoting at or about the
then prevailing Publication Time for a period equivalent to the relative
Interest Accrual Period to leading banks carrying on business in the
Relevant Financial Centre; except that, if fewer than two of such banks
are so quoting to such leading banks, the Rate of Interest shall be the
Rate of Interest determined on the previous Interest Determination
Date (after readjustment for any difference between any Margin, Rate
Multiplier or Maximum or Minimum Rate of Interest applicable to the
preceding Interest Accrual Period and to the relevant Interest Accrual
Period).

Screen Rate Determination - BBSW

(aa) If Screen Rate Determination is specified in the Pricing Supplement as
the manner in which the Rate of Interest is to be determined and the
Rate of Interest specified in the Pricing Supplement is “BBSW”, the
Rate of Interest for each Interest Accrual Period shall be the rate
(expressed as an interest rate per annum and rounded up, if
necessary, to the fourth decimal place) for prime bank eligible
securities having a tenor approximately equal to the relevant Interest
Accrual Period which is designated as the “AVG MID” on the Thomson
Reuters Screen “BBSW” Page (“BBSW Page”) at the then prevailing
Publication Time;

(bb) If the Reference Rate does not appear on the BBSW Page at the then
prevailing Publication Time, the Rate of Interest shall be determined in
good faith by the Calculation Agent on the Interest Determination Date,
having regard, to the extent possible, to the rates otherwise bid and
offered at or around the time which is 15 minutes after the then
prevailing Publication Time on the Interest Determination Date for
prime bank eligible securities having a tenor approximately equal to the
relevant Interest Accrual Period; and if such rates are not available, the
rates otherwise bid or offered at or around the time which is 15 minutes
after the then prevailing Publication Time on the Interest Determination
Date for funds having a tenor approximately equal to the Interest
Accrual Period; and

(cc) If the Calculation Agent is unable to determine the Rate of Interest in
accordance with paragraph (bb), the Rate of Interest shall be the Rate
of Interest determined on the previous Interest Determination Date
(after readjustment for any difference between any Margin, Rate
Multiplier or Maximum or Minimum Rate of Interest applicable to the
preceding Interest Accrual Period and to the relevant Interest Accrual
Period).

Any reference in these Conditions or in a Pricing Supplement to a screen page on
Reuters or on Bloomberg or other service means the display page so designated on the
Thomson Reuters Monitor Money Rates Service or the Bloomberg Professional®

32
service or such other service (or any successor service of any of these services), as the
case may be, or such other page as may replace such page for the purpose of
displaying the relevant rate.

(iii) Rate of Interest for Index Linked Interest Securities: The Rate of Interest in respect of
Index Linked Interest Securities for each Interest Accrual Period shall be determined in
the manner specified in the relevant Pricing Supplement and interest will accrue by
reference to an Index or formula as specified in the relevant Pricing Supplement.

(iv) Linear Interpolation: If the Pricing Supplement states that “Linear Interpolation” applies
to an Interest Period, the Calculation Agent must determine the Rate of Interest for that
Interest Period using straight line interpolation by reference to two rates determined
using the Screen Rate Determination or other floating rates, in each case, as specified
in the Pricing Supplement. The first rate must be determined as if the Interest Period
were the period of time for which rates are available next shorter than the length of the
Interest Period (or any alternative Interest Period specified in the Pricing Supplement).
The second rate must be determined as if the Interest Period were the period of time for
which rates are available next longer than the length of the Interest Period (or any
alternative Interest Period specified in the Pricing Supplement).

4.3 Zero Coupon Securities

Where a Security, the Interest Basis of which is specified in the Pricing Supplement to be Zero
Coupon, is repayable prior to the Maturity Date and is not paid when due, the amount due and
payable prior to the Maturity Date shall be the Early Redemption Amount of such Security,
unless otherwise specified in the Pricing Supplement. As from the Maturity Date, the Rate of
Interest for any overdue principal of such a Security shall be a rate per annum (expressed as a
percentage) equal to the Amortisation Yield.

4.4 Accrual of Interest

Interest shall cease to accrue on each Security on the due date for redemption unless payment
is improperly withheld or refused, in which event interest shall continue to accrue (as well after
as before judgment) on the outstanding Principal Amount of the Security at the Rate of Interest
in the manner provided in this Condition 4 to the Relevant Date.

4.5 Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption
Amounts, Rate Multipliers and rounding

(i) If any Margin or Rate Multiplier is specified in the Pricing Supplement (either (x)
generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall
be made to all Rates of Interest, in the case of (x), or the Rates of Interest for the
specified Interest Accrual Periods, in the case of (y), calculated in accordance with 4.2
above by adding (if a positive number) or subtracting (if a negative number) the
absolute value of such Margin or multiplying by such Rate Multiplier, subject always to
the next paragraph;

(ii) If any Maximum or Minimum Rate of Interest, Instalment Amount or Early, Final or
Optional Redemption Amount is specified in the Pricing Supplement, then any Rate of
Interest, Instalment Amount or Early, Final or Optional Redemption Amount shall be
subject to such maximum or minimum, as the case may be;

(iii) Subject to the requirements of applicable law and, where the Securities are lodged in
the Austraclear System, the Austraclear Regulations, for the purposes of any
calculations required pursuant to these Conditions (unless otherwise specified), (x) all
percentages resulting from such calculations shall be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point (with halves being rounded up),
(y) all figures shall be rounded to seven decimal places (with halves being rounded up)
and (z) all currency amounts that fall due and payable shall be rounded to the nearest
cent (with one half cent being rounded up).

33

4.6 Calculations

The amount of interest payable in respect of any Security for any Interest Accrual Period shall,
subject where that Security is lodged in the Austraclear System, to the Austraclear Regulations,
be calculated by multiplying the product of the Rate of Interest and the outstanding Principal
Amount of such Security by the Day Count Fraction, unless an Interest Amount (or a formula for
its calculation) is specified in the Pricing Supplement in respect of such period, in which case
the amount of interest payable in respect of such Security for such period shall equal such
Interest Amount (or be calculated in accordance with such formula). Where any Interest Period
comprises two or more Interest Accrual Periods, the amount of interest payable in respect of
such Interest Period shall be the sum of the amounts of interest payable in respect of each of
those Interest Accrual Periods.

4.7 Determination and Publication of Rate of Interest, Interest Amounts, Early, Final or
Optional Redemption Amounts and Instalment Amounts

As soon as practicable after the Relevant Time on each Interest Determination Date or such
other time on such date as the Calculation Agent may be required to calculate any rate or
amount, obtain any quotation or make any determination or calculation, it shall determine such
rate and calculate the Interest Amounts in respect of each Specified Denomination of the
Securities for the relevant Interest Accrual Period, calculate the Final Redemption Amount,
Early Redemption Amount, Instalment Amount or Optional Redemption Amount, obtain such
quotation or make such determination or calculation, as the case may be, and cause the Rate of
Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest
Payment Date and, if required to be calculated, the Final Redemption Amount, Early
Redemption Amount, Instalment Amount or Optional Redemption Amount to be notified to the
Issuer, the Registrar (which will then notify the Registered Holders of the calculation as required
by the Issuer to the address of the Registered Holders recorded in the Register), any other
Calculation Agent appointed in respect of the Securities that is to make a further calculation
upon receipt of such information and, if the Securities are listed on a stock exchange and the
rules of such exchange so require, such exchange as soon as possible after their determination
but in no event later than (y) the commencement of the relevant Interest Accrual Period, if
determined prior to such time in the case of notification to such exchange of a Rate of Interest
and Interest Amount, or (z) in all other cases, the fourth Business Day after such determination.
Where any Interest Payment Date or Interest Accrual Period is subject to adjustment pursuant
to the application of a Business Day Convention, the Interest Amounts and the Interest Payment
Date so published may subsequently be amended (or appropriate alternative arrangements
made by way of adjustment) without notice in the event of an extension or shortening of the
Interest Accrual Period. If the Securities become due and payable under Condition 10 (Events
of Default), the accrued interest and the Rate of Interest payable in respect of the Securities
shall nevertheless continue to be calculated as previously in accordance with this Condition but
no publication of the Rate of Interest or the Interest Amount so calculated need be made. The
determination of any rate or amount, the obtaining of each quotation and the making of each
determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error)
be final and binding upon all parties.

4.8 Calculation Agent and Reference Banks

If the Pricing Supplement specifies that Reference Banks are applicable, Issuer shall procure
that there shall at all times be four Reference Banks (or such other number as may be required)
with offices in the Relevant Financial Centre and one or more Calculation Agents if provision is
made for them in the Pricing Supplement and for so long as any Security is outstanding. If any
Reference Bank (acting through its relevant offices) is unable or unwilling to continue to act as a
Reference Bank, then the Issuer shall appoint another Reference Bank with an office in the
Relevant Financial Centre to act as such in its place. Where more than one Calculation Agent
is appointed in respect of the Securities, references in these Conditions to the Calculation Agent
shall be construed as each Calculation Agent performing its respective duties under the
Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation
Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any

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Interest Amount, Instalment Amount, Final Redemption Amount, Early Redemption Amount or
Optional Redemption Amount or to comply with any other requirement, the Issuer shall appoint
a leading bank or investment banking firm engaged in the interbank market (or, if appropriate,
money, swap or over-the-counter index options market) that is most closely connected with the
calculation or determination to be made by the Calculation Agent to act as such in its place.
The Calculation Agent may not resign its duties without a successor having been appointed as
aforesaid.

4.9 Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and
decisions given, expressed, made or obtained for the purposes of the provisions of this
Condition 4 shall (in the absence of wilful default, bad faith or manifest error) be binding on the
Issuer, the Calculation Agent, the Registrar and all Registered Holders, and (in the absence of
wilful default, bad faith or manifest error) no liability to the Issuer or the Registered Holders,
shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its
powers, duties and discretions pursuant to such provisions.

4.10 Conditions of Payment – Subordinated Notes

Prior to the commencement of the winding-up of the Issuer (other than under or in connection
with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency):

(i) the obligations of the Issuer to make payments of principal of, any interest on, and
any other payments, including additional amounts, in respect of the Subordinated
Notes will be conditional on the Issuer being Solvent at the time of payment by the
Issuer; and

(ii) no payment of principal of, any interest on, and any other payments, including
additional amounts, in respect of the Subordinated Notes shall be made unless the
Issuer is Solvent immediately after making the payment,

and if, pursuant to this Condition, the Issuer fails to make any payment of principal of, or
interest on, or any other payment, including additional amounts, in respect of any
Subordinated Note when due, such failure will not constitute an Event of Default for the
purposes of Condition 10.2(ii).

A certificate signed by the Issuer, two authorised signatories or an auditor of the Issuer or, if the
Issuer is being wound up, its liquidator as to whether the Issuer is Solvent at any time is (in the
absence of willful default, bad faith or manifest error) conclusive evidence of the information
contained in the certificate and will be binding on the Subordinated Noteholders. In the absence
of any such certificate, the Subordinated Noteholders are entitled to assume (unless the
contrary is proved) that the Issuer is Solvent at the time of, and will be Solvent immediately
after, any payment on or in respect of the Subordinated Notes.

5. REDEMPTION, PURCHASE AND OPTIONS

5.1 Redemption by Instalments and Final Redemption

(i) Unless previously redeemed, purchased and cancelled as provided in this Condition 5
or unless the relevant Instalment Date (being one of the dates so specified in the Pricing
Supplement) is extended pursuant to the Conditions or any provision of the relevant
Pricing Supplement, each Security that provides for Instalment Dates and Instalment
Amounts shall be partially redeemed on each Instalment Date at the related Instalment
Amount specified in the Pricing Supplement. The outstanding Principal Amount of each
such Security shall be reduced by the Instalment Amount (or, if such Instalment Amount
is calculated by reference to a proportion of the Principal Amount of such Security, such
proportion) for all purposes with effect from the related Instalment Date, unless payment
of the Instalment Amount is improperly withheld or refused, in which case, such amount

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shall remain outstanding until the Relevant Date relating to such Instalment Amount. A
Subordinated Note will not provide for redemption by instalments.

(ii) Unless previously redeemed, purchased and cancelled as provided below or Written-Off
or Converted as provided in Condition 5A or its maturity is extended pursuant to the
Conditions or any provision of the relevant Pricing Supplement, each Security shall be
finally redeemed on the Maturity Date specified in the Pricing Supplement at its Final
Redemption Amount or, in the case of a Security falling within paragraph (i) above, its
final Instalment Amount.

5.2 Redemption for taxation reasons

If, as a result of any change in or amendment to the laws or regulations of Australia or any
political subdivision or any authority thereof or therein having power to tax, or any change in the
application or official interpretation of such laws or regulations, which change or amendment
becomes effective on or after the Issue Date (and in respect of any Subordinated Note, which
the Issuer did not expect as at the Issue Date of that Subordinated Note) of any Security (as
specified in the Pricing Supplement):

(i) in the case of any Note, the Issuer has or will become obliged to pay any additional
amounts as provided in Condition 8 (Taxation);

(ii) in the case of any Subordinated Note only and if specified in the Pricing Supplement,
the Issuer or the consolidated tax group of which it is a member would be exposed to
more than a de minimis amount of other taxes, levies, imposts, charges and duties
(including stamp and transaction duties) imposed by any authority together with any
related interest, penalties and expenses in connection with them, assessments or other
governmental charges in connection with any Security; or

(iii) in the case of any Subordinated Note only and if specified in the Pricing Supplement,
the Issuer determines that any interest payable on any Security is not, or may not be,
allowed as a deduction for the purposes of Australian income tax,

the Issuer may at its option, at any time (if the Security is neither a Floating Rate Security nor an
Index Linked Interest Security) or on any Interest Payment Date (in the case of Floating Rate
Securities or Index Linked Interest Securities) and subject to Condition 5.8 in the case of any
Subordinated Note, on giving not more than 60 nor less than 30 days’ notice to the Registered
Holders of the relevant Series (which notice shall be irrevocable) redeem all, but not some only,
of the Securities of the relevant Series at their Early Redemption Amount together with interest
accrued to the date fixed for redemption, provided that no such notice of redemption shall be
given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay
such additional amounts were a payment in respect of the Securities then due. Prior to the
publication of any notice of redemption pursuant to this Condition 5.2, the Issuer shall deliver to
the Registrar a certificate signed by two persons each of whom is either a Director, a Senior
Executive or an authorised representative (or equivalent status) of the Issuer stating that the
Issuer is entitled to effect such redemption and setting forth a statement of the facts showing
that the conditions precedent to the right of the Issuer so to redeem have occurred.

5.2A Redemption of Subordinated Notes for regulatory reasons

If specified in the relevant Pricing Supplement, if a Regulatory Event occurs, the Issuer may at
its option, at any time (if the Subordinated Note is not a Floating Rate Security) or on any
Interest Payment Date (in the case of a Subordinated Note that is a Floating Rate Security) and
subject to Condition 5.8 on giving not more than 60 nor less than 30 days’ notice to the
Subordinated Noteholders of the relevant Series (which notice shall be irrevocable) redeem all,
but not some only, of the Subordinated Notes of the relevant Series at their Early Redemption
Amount together with interest accrued to the date fixed for redemption. Prior to the publication
of any notice of redemption pursuant to this Condition 5.2A, the Issuer shall deliver to the
Registrar a certificate signed by two persons each of whom is either a Director, a Senior
Executive or an authorised representative (or equivalent status) of the Issuer stating that the

36
Issuer is entitled to effect such redemption and setting forth a statement of the facts showing
that the conditions precedent to the right of the Issuer so to redeem have occurred.

For the purposes of this Condition, “Regulatory Event” means the receipt by the
directors of the Issuer of:

(i) an opinion from a reputable legal counsel that as a result of any amendment to,
clarification of or change (including any announcement of a change that has
been or will be introduced) in, any law or regulation of Australia, or any official
administrative pronouncement or action or judicial decision interpreting or applying such
laws or regulations, which amendment, clarification or change is effective,
or pronouncement, action or decision is announced, after the Issue Date; or

(ii) an official written statement from APRA,

that, in each case, the Issuer is not or will not be entitled to treat all Subordinated Notes of a
Series as Tier 2 Capital, provided that, in each case, on the Issue Date of the Subordinated
Notes, the Issuer did not expect that matters giving rise to the Regulatory Event would occur.

5.3 Early Redemption of Zero Coupon Securities

(i) The Early Redemption Amount payable in respect of any Zero Coupon Security that
does not bear interest prior to the Maturity Date, the Early Redemption Amount of which
is not linked to an index and/or a formula, upon redemption of such Security pursuant to
Condition 5.2, 5.4 or 5.5 or upon it becoming due and payable as provided in Condition
10 (Events of Default), shall be the Amortised Face Amount (calculated as provided
below) of such Security unless otherwise specified in the Pricing Supplement.

(ii) Subject to the provisions of sub-paragraph (iii) below, the “Amortised Face Amount”
of any such Security shall be the scheduled Final Redemption Amount of such Security
on the Maturity Date discounted to the date of its early redemption at a rate per annum
(expressed as a percentage) equal to the “Amortisation Yield” (which, if none is set
out in the Pricing Supplement, shall be such rate as would produce an Amortised Face
Amount equal to the Issue Price of the Securities if such Securities were discounted
back from the Maturity Date to the relevant Issue Date) compounded annually. Where
such calculation is to be made for a period of less than one year, it shall be made on the
basis of the Day Count Fraction set out in the Pricing Supplement.

(iii) If the Early Redemption Amount payable in respect of any such Security upon its
redemption pursuant to Condition 5.2, 5.4 or 5.5 or upon it becoming due and payable
as provided in Condition 10 (Events of Default), is not paid when due, the Early
Redemption Amount due and payable in respect of such Security shall be the Amortised
Face Amount of such Security as defined in sub-paragraph (ii) above, except that such
sub-paragraph shall have effect as though the reference therein to the date on which
the Security becomes due and payable were replaced by a reference to the Relevant
Date. The calculation of the Amortised Face Amount in accordance with this sub-
paragraph shall continue to be made (after, as well as before, judgment) until the
Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which
case the amount due and payable shall be the scheduled Final Redemption Amount of
such Security on the Maturity Date together with any interest that may accrue in
accordance with Condition 4.4.

Where such calculation is to be made for a period of less than one year, it shall be made on the
basis of the Day Count Fraction.

5.4 Redemption at the Option of the Issuer and Exercise of the Issuer's Options

If a Call Option is included in the Pricing Supplement and subject to Condition 5.8 in the case of
any Subordinated Note, the Issuer may, on giving not less than five or more than 30 days’
irrevocable notice (subject to such other notice period as may be specified in the Pricing

37
Supplement under “Option Exercise Date”) to the Registered Holders redeem or exercise any
Issuer’s option (as may be described in the Pricing Supplement) in relation to all or, if so
provided, some of the Securities on any Optional Redemption Date (which, in the case of a
Subordinated Note, may not be before the fifth anniversary of the Issue Date of that
Subordinated Note). Any such redemption of Securities shall be at their Optional Redemption
Amount together with interest accrued to the date fixed for redemption. Any such redemption or
exercise of the Issuer's option shall just relate to Securities of a Principal Amount at least equal
to the Minimum Redemption Amount to be redeemed specified in the Pricing Supplement and
no greater than the Maximum Redemption Amount to be redeemed specified in the Pricing
Supplement.

All Securities in respect of which any such notice is given shall be redeemed, or the Issuer’s
option shall be exercised, on the date specified in such notice in accordance with this Condition.

In the case of a partial redemption or a partial exercise of an Issuer’s option, the notice to
Registered Holders shall also contain details of the Principal Amount of Securities to be
redeemed or in respect of which such option has been exercised, which shall have been drawn
in such place as may be fair and reasonable in the circumstances, having regard to prevailing
market practices and in such manner as it deems appropriate, subject to compliance with any
applicable laws and stock exchange requirements.

5.5 Redemption at the Option of Registered Holders and Exercise of Registered Holders'
Options

If a Put Option is specified in the Pricing Supplement, the Issuer shall, at the option of the
Registered Holder of such Security, upon the Registered Holder of such Security giving not less
than 15 nor more than 30 days’ notice to the Issuer (subject to such other notice period as may
be specified in the Pricing Supplement under “Option Exercise Date”), redeem such Security on
the Optional Redemption Date(s) so provided at its Optional Redemption Amount together with
interest accrued to the date fixed for redemption. No such notice may be withdrawn without the
prior consent of the Issuer or if, prior to the due date for its redemption or the exercise of the
option, the relevant Security becomes immediately due and payable.

To exercise such option or any other Registered Holder’s option that may be set out in the
Pricing Supplement, the Registered Holder must complete, sign and deliver to the Registrar
within the notice period, a redemption notice (in the form obtainable from the Registrar) together
with any Certificate held by the Registered Holder relating to the Securities to be transferred and
such evidence as the Registrar may require to establish the rights of that Registered Holder to
the relevant Securities.

A Put Option may not be specified in the Pricing Supplement in respect of Subordinated Notes.

5.6 Purchases

The Issuer is taken to represent as at the date of issue of each Security, that it does not know or
have any reasonable grounds to suspect that that Security or any interest in or right in respect
of that Security is being or will later be, acquired either directly or indirectly by an Offshore
Associate of the Issuer acting other than in the capacity of a dealer, manager or underwriter in
relation to the placement of the Securities or a clearing house, custodian, funds manager or
responsible entity of a registered scheme within the meaning of the Corporations Act.

The Issuer and:

(i) in the case of the Subordinated Notes, any of its Related Entities; and

(ii) in any other case, any of its subsidiaries,

may, to the extent permitted by applicable laws and regulations and subject to Condition 5.8 in
the case of any Subordinated Note, at any time purchase Securities in the open market or
otherwise. Securities purchased by the Issuer, any of its Related Entities or any of its

38
subsidiaries may be surrendered by the purchaser through the Issuer to the Registrar for
cancellation or, may be held or resold, in each case at the option of the Issuer, the relevant
Related Entity or the relevant subsidiary. In the event that Securities are purchased by the
Issuer, any of its Related Entities or any of its subsidiaries but not cancelled the Issuer, the
relevant Related Entity or the relevant subsidiary will relinquish any voting rights in respect of
those purchased Securities.



5.7 Cancellation

All Securities redeemed by the Issuer or surrendered by the purchaser through the Issuer for
cancellation shall be surrendered for cancellation by the Issuer or purchaser notifying the
Registrar and surrendering to the Registrar any Certificates held by the Registered Holder
relating to the Securities to be cancelled by the Registrar and if so surrendered, the Securities
will be cancelled forthwith. Any Securities so surrendered for cancellation may not be reissued
or resold and the obligations of the Issuer in respect of any such Securities shall be discharged.

5.8 Consent of APRA

Notwithstanding anything to the contrary in this Condition 5, the Issuer may not (i) redeem any
Subordinated Notes under Conditions 5.2, 5.2A or 5.4 above or (ii) prior to the Maturity Date
purchase, or procure that any of its Related Entities purchase, any Subordinated Notes under
Condition 5.6 above without the prior written approval of APRA. In addition, the prior written
approval of APRA is required to modify, abrogate, vary or compromise the terms of any Series
of Subordinated Notes where such action may affect the eligibility of such Subordinated Notes
as Tier 2 Capital.

Subordinated Noteholders should not expect that APRA’s approval will be given for any
redemption or purchase of Subordinated Notes.

5.9 Conditions to redemption for Subordinated Notes

Without limiting Condition 5.8, the Issuer will not be permitted to redeem any Subordinated
Note unless the Subordinated Note is replaced concurrently or beforehand with Regulatory
Capital of the same or better quality and the replacement of the Subordinated Note is done
under conditions that are sustainable for the Issuer’s income capacity or APRA is satisfied that
the Issuer’s capital position is well above its minimum capital requirements after the
Issuer elects to redeem the Subordinated Note.

5A. Conversion or Write-Off of Subordinated Notes on Non-Viability Trigger Event

5A.1. Application to Subordinated Notes only

Conditions 5A, 5B and 5C apply only to Subordinated Notes. Schedule A to these Conditions
(including the defined terms therein) shall be deemed to form part of, and be incorporated in,
Condition 5B.

5A.2 Non-Viability Trigger Event

A “Non-Viability Trigger Event” means the earlier of:

(i) the issuance to the Issuer of a written determination from APRA that conversion or
write-off of Relevant Securities is necessary because, without it, APRA considers that
the Issuer would become non-viable; or

(ii) a determination by APRA, notified to the Issuer in writing, that without a public sector
injection of capital, or equivalent support, the Issuer would become non-viable,

each such determination being a “Non-Viability Determination”.

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5A.3 Conversion or Write-Off of Subordinated Notes on Trigger Event Date

If a Non-Viability Trigger Event occurs:

(i) on the Trigger Event Date, subject only to Condition 5B.5, such Principal Amount of the
Subordinated Notes will immediately Convert or be Written-Off (whichever is applicable
as specified in the Pricing Supplement) as is required by the Non-Viability
Determination provided that:

(a) where the Non-Viability Trigger Event occurs under Condition 5A.2(i) and such
Non-Viability Determination does not require all Relevant Securities to be
converted into Ordinary Shares or written-off, such Principal Amount of the
Subordinated Notes shall Convert or be Written-Off (whichever is applicable as
specified in the Pricing Supplement) as is sufficient (determined by the Issuer in
accordance with Condition 5A.3(ii)) to satisfy APRA that the Issuer is viable
without further conversion or write-off; and

(b) where the Non-Viability Trigger Event occurs under Condition 5A.2(ii), all the
Principal Amount of the Subordinated Notes will immediately Convert or be
Written-Off (whichever is applicable as specified in the Pricing Supplement).

(ii) the Issuer will determine the Principal Amount of Subordinated Notes which must be
Converted or Written-Off (as applicable) in accordance with Condition 5A.3(i)(a), on
the following basis:

(a) first, convert into Ordinary Shares or write-off all Relevant Tier 1 Securities; and

(b) secondly, if conversion into Ordinary Shares or write-off of all Relevant Tier 1
Securities is not sufficient to satisfy the requirements of Condition 5A.3(i)(a)
(and provided that as a result of the conversion or write-off of Relevant Tier 1
Capital Securities APRA has not withdrawn the Non-Viability Determination),
Convert or Write-Off (as applicable) a Principal Amount of Subordinated Notes
and convert into Ordinary Shares or write-off a number or principal amount of
other Relevant Tier 2 Securities on an approximately pro-rata basis or in a
manner that is otherwise, in the opinion of the Issuer, fair and reasonable
(subject to such adjustment as the Issuer may determine to take into account
the effect on marketable parcels and the need to round to whole numbers the
number of Ordinary Shares and the authorised denominations of the Principal
Amount of any Subordinated Note or the number or principal amount of other
Relevant Tier 2 Securities remaining on issue, and the need to effect the
conversion immediately) and, for the purposes of this Condition 5A.3(ii)(b),
where the specified currency of the principal amount of Relevant Tier 2
Securities is not the same for all Relevant Tier 2 Securities, the Issuer may treat
them as if converted into a single currency of the Issuer’s choice at such rate of
exchange as the Issuer in good faith considers reasonable,

provided that such determination does not impede or delay the immediate Conversion
or Write-Off (as applicable) of the relevant Principal Amount of Subordinated Notes;

(iii) on the Trigger Event Date, the Issuer shall determine the Subordinated Notes or
portions thereof as to which the Conversion or Write-Off (as applicable) is to take effect
and in making that determination may make any decisions with respect to the identity of
the Subordinated Noteholders at that time as may be necessary or desirable to ensure
Conversion or Write-off (as applicable) occurs in an orderly manner, including
disregarding any transfers of Subordinated Notes that have not been settled or
registered at that time provided that such determination does not impede or delay the
immediate Conversion or Write-Off (as applicable) of the relevant Principal Amount of
Subordinated Notes;

40
(iv) the Issuer must give notice of its determination pursuant to Condition 5A.3(iii) (a
“Trigger Event Notice”) as soon as practicable to the Subordinated Noteholders,
which must specify:

(a) the Trigger Event Date;

(b) the Principal Amount of the Subordinated Notes Converted or Written-Off (as
applicable); and

(c) the relevant number or principal amount of other Relevant Securities converted
or written-off;

(v) none of the following events shall prevent, impede or delay the Conversion or Write-Off
(as applicable) of Subordinated Notes as required by Condition 5A.3(i):

(a) any failure or delay in the conversion or write-off of other Relevant Securities;

(b) any failure or delay in giving a Trigger Event Notice;

(c) any failure or delay by a Subordinated Noteholder or any other party in
complying with the provisions of Condition 5A.4;

(d) any requirement to select or adjust the number or Principal Amount of
Subordinated Notes to be Converted or Written-Off (as applicable) in
accordance with Condition 5A.3(ii)(b) or 5A.3(iii); and

(e) in the case of Conversion only, any failure or delay in quotation of Ordinary
Shares to be issued on Conversion.

If a Non-Viability Determination takes effect, the Issuer must perform the obligations in
respect of the determination immediately on the day it is received by the Issuer, whether or
not such day is a Business Day.

5A.4 Conversion or Write-Off of a whole or of a portion of a Subordinated Note

Subject to Condition 5D.2(iii)(b), in respect of any Subordinated Note which is Converted or
Written-Off:

(i) the Issuer shall notify the Registrar of the Principal Amount of such Subordinated Note
that has been Converted or Written-Off (whether in whole or in part) and instruct the
Registrar to reflect this Conversion or Write-Off (as applicable) in the Register so that
the Principal Amount of such Subordinated Note is reduced, in the case of a
Subordinated Note Converted or Written-Off in whole, to zero, or, in the case of a
Subordinated Note which is Converted or Written-Off in part, to an amount equal to the
non-Converted or non-Written-Off (as applicable) portion of the Principal Amount of
such Subordinated Note;

(ii) in the case of a Subordinated Note which is Converted or Written-Off only in part:

(a) where the date of the Conversion or Write-off is not an Interest Payment Date,
the amount of interest payable in respect of that Subordinated Note on each
Interest Payment Date falling after that date will be reduced and calculated on
the Principal Amount of that Subordinated Note as reduced on that date;

(b) for the purposes of any interest calculation, the Interest Amount, the Fixed
Coupon Amount, the Broken Amount and any related amount in respect of that
Subordinated Note shall be reduced in the same proportion as the Principal
Amount Converted or Written-Off in respect of that Subordinated Note bears to
the Principal Amount of that Subordinated Note before such Conversion or
Write-Off;

41

(c) the Early Redemption Amount, the Final Redemption Amount, the Optional
Redemption Amount, the Specified Denomination and Principal Amount or any
related amount shall be reduced in the same proportion as the Principal Amount
Converted or Written-Off in respect of that Subordinated Note bears to the
Principal Amount of that Subordinated Note before such Conversion or Write-
Off; and

(iii) if a Certificate has been issued to the relevant Subordinated Noteholder in respect of
such Subordinated Note, then, if the Issuer so requires, such Subordinated Noteholder
shall surrender such Certificate to the Issuer (or, if the Issuer so directs, to the
Registrar) and, in the case of a Subordinated Note which is Converted or Written- Off
only in part, the Issuer shall deliver to the Subordinated Noteholder, a new Certificate
for a Subordinated Note with a Principal Amount equal to the non-Converted or non-
Written-Off (as applicable) portion of the Principal Amount of such Subordinated Note.

5B. Conversion of Subordinated Notes

5B.1 Conversion of Subordinated Notes on Trigger Event Date

Unless "Write-Off – Applicable" is specified in the relevant Pricing Supplement, Condition 5B
shall apply to the Subordinated Notes and, notwithstanding any other provision in these
Conditions, on the Trigger Event Date the relevant Principal Amount (as determined under
Condition 5A.3) of the Subordinated Notes will Convert immediately and irrevocably.

From the Trigger Event Date, subject to Conditions 5B.5 and 5B.6(iii)(c), the Issuer shall treat
any Subordinated Noteholder of any Subordinated Note or portion thereof which is required to
be Converted as the holder of the relevant number of Ordinary Shares and will take all such
steps, including updating any register, required to record the Conversion and the issuance of
such Ordinary Shares.

5B.2 Provision of information

Where a Principal Amount of Subordinated Notes is required to be Converted under Condition
5B, a Subordinated Noteholder of Subordinated Notes or portion thereof that are subject to
Conversion wishing to receive Ordinary Shares must, no later than the Trigger Event Date (or,
in the case where Condition 5B.4(vi) applies, within 30 days of the date on which Ordinary
Shares are issued upon such Conversion), have provided to the Issuer:

(i) its name and address (or the name and address of any person in whose name it directs
the Ordinary Shares to be issued) for entry into any register of title and receipt of any
certificate or holding statement in respect of any Ordinary Shares;

(ii) the security account details of such Subordinated Noteholder in CHESS or such other
account to which the Ordinary Shares may be credited; and

(iii) such other information as is reasonably requested by the Issuer for the purposes of
enabling it to issue the Conversion Number of Ordinary Shares to such Subordinated
Noteholder,

and the Issuer has no duty to seek or obtain such information.

5B.3 Failure to Convert

Subject to Condition 5B.4 and Condition 5B.5, if, in respect of a Conversion of Subordinated
Notes, the Issuer fails to issue, on the Trigger Event Date, the Conversion Number of Ordinary
Shares in respect of the relevant Principal Amount of such Subordinated Notes to, or in
accordance with the instructions of, the relevant Subordinated Noteholder on the Trigger Event
Date or any other nominee where Condition 5B.4 applies, the Principal Amount of such

42
Subordinated Notes which would otherwise be subject to Conversion shall remain on issue and
outstanding until:

(i) the Ordinary Shares are issued to, or in accordance with the instructions of, the
Subordinated Noteholder of such Subordinated Notes; or

(ii) such Subordinated Notes are Written-Off in accordance with these Conditions;

provided that the sole right of the Subordinated Noteholder in respect of Subordinated Notes or
portion thereof that are subject to Conversion is its right to be issued Ordinary Shares upon
Conversion (subject to its compliance with Condition 5B.2 or to receive the proceeds from their
sale pursuant to Condition 5B.4, as applicable) and the remedy of such Subordinated
Noteholder in respect of the Issuer’s failure to issue the Ordinary Shares is limited (subject
always to Condition 5B.5) to seeking an order for specific performance of the Issuer’s obligation
to issue the Ordinary Shares to the Subordinated Noteholder or where Condition 5B.4 applies
to the nominee and to receive such proceeds of sale, in each case, in accordance with the
terms of the Subordinated Notes. This Condition 5B.3 does not affect the obligation of the
Issuer to issue the Ordinary Shares when required in accordance with these Conditions.

5B.4 Issue to nominee

If, in respect of a Subordinated Note and a Subordinated Noteholder of that Subordinated Note,
the Subordinated Note or portion thereof is required to be Converted and:

(i) the Subordinated Noteholder has notified the Issuer that it does not wish to receive
Ordinary Shares as a result of the Conversion (whether entirely or to the extent
specified in the notice), which notice may be given at any time prior to the Trigger
Event Date;

(ii) the Subordinated Notes are held by a Subordinated Noteholder whose address in the
register is a place outside Australia or who the Issuer otherwise believes may not be a
resident of Australia (a “Foreign Holder”);

(iii) for any reason (whether or not due to the fault of the Subordinated Noteholder) the
Issuer has not received the information required by Condition 5B.2 prior to the Trigger
Event Date and the lack of such information would prevent the Issuer from issuing the
Ordinary Shares to the Subordinated Noteholder on the Trigger Event Date; or

(iv) a FATCA Withholding is required to be made in respect of the Ordinary Shares issued
on Conversion,

then, on the Trigger Event Date:

(v) where Condition 5B.4(i), 5B.4(ii) or 5B.4(iv) applies, the Issuer shall issue the Ordinary
Shares to the Subordinated Noteholder only to the extent (if at all) that:

(a) where Condition 5B.4(i) applies, the Subordinated Noteholder has notified the
Issuer that it wishes to receive them;

(b) where Condition 5B.4(ii) applies, the Issuer is satisfied that the laws of both
Australia and the Foreign Holder’s country of residence permit the issue of
Ordinary Shares to the Foreign Holder (but as to which the Issuer is not bound
to enquire), either unconditionally or after compliance with conditions which the
Issuer in its absolute discretion regards as acceptable and not unduly onerous;
and

(c) where Condition 5B.4(iv) applies, the issue is net of the FATCA Withholding;

43
and, to the extent the Issuer is not obliged to issue Ordinary Shares to the
Subordinated Noteholder, the Issuer will issue the balance of the Ordinary Shares to
the nominee in accordance with Condition 5B.4(vi); and

(vi) otherwise, subject to applicable law, the Issuer will issue the balance of Ordinary
Shares in respect of the Subordinated Noteholder to a competent nominee (which may
not be the Issuer or any of its Related Entities) and will promptly notify such
Subordinated Noteholder of the name of and contact information for the nominee and
the number of Ordinary Shares issued to the nominee on its behalf and, subject to
applicable law and:

(a) subject to Condition 5B.4(vi)(b), the nominee will as soon as reasonably
possible and no later than 35 days after issue of the Ordinary Shares sell those
Ordinary Shares and pay a cash amount equal to the net proceeds received,
after deducting any applicable brokerage, stamp duty and other taxes and
charges, to the Subordinated Noteholder;

(b) where Condition 5B.4(iii) applies, the nominee will hold such Ordinary Shares
and will transfer Ordinary Shares to such Subordinated Noteholder promptly
after such Subordinated Noteholder provides the nominee with the information
required to be provided by such Subordinated Noteholder under Condition 5B.2
(as if a reference in Condition 5B.2 to the Issuer is a reference to the nominee
and a reference to the issue of Ordinary Shares is a reference to the transfer of
Ordinary Shares) but only where such information is provided to the nominee
within 30 days of the date on which Ordinary Shares are issued to the nominee
upon Conversion of such Subordinated Note and failing which the nominee will
sell the Ordinary Shares and pay the proceeds to such Subordinated
Noteholder in accordance with Condition 5B.4(vi)(a); and

(c) where Condition 5B.4(iv) applies, the nominee shall deal with Ordinary Shares
the subject of a FATCA Withholding and any proceeds of their disposal in
accordance with FATCA;

(vii) nothing in this Condition 5B.4 shall affect the Conversion of the Subordinated Notes of
a Subordinated Noteholder who is not a person to which any of Condition 5B.4(i) to
5B.4(iv) (inclusive) applies; and

(viii) for the purposes of this Condition 5B.4, none of the Issuer or the nominee owes any
obligations or duties to the Subordinated Noteholders in relation to the price at which
Ordinary Shares are sold or has any liability for any loss suffered by a Subordinated
Noteholder as a result of the sale of Ordinary Shares.

5B.5 Write-Off of Subordinated Notes if Conversion is not effected within 5 Business Days
after a Trigger Event Date

Notwithstanding any other provision of Condition 5B and provided that "Write-Off – Applicable"
is not specified in the relevant Pricing Supplement, where Subordinated Notes are required to
be Converted on the Trigger Event Date and Conversion of the relevant Principal Amount of the
Subordinated Notes that are subject to Conversion has not been effected within five Business
Days after the relevant Trigger Event Date for any reason (including an Inability Event):

(i) the relevant Principal Amount of each Subordinated Note which, but for this Condition
5B.5, would be Converted, will not be Converted and instead will be Written-Off with
effect on and from the Trigger Event Date; and

(ii) the Issuer shall notify the Subordinated Noteholders as promptly as practically possible
that Conversion of the relevant Principal Amount of the Subordinated Notes has not
occurred and that such Principal Amount of the Subordinated Notes has been Written-
Off.

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5B.6 Subordinated Noteholder acknowledgements

Each Subordinated Noteholder irrevocably:

(i) consents to becoming a member of the Issuer upon the Conversion of the relevant
Principal Amount of Subordinated Notes as required by this Condition 5B and agrees to
be bound by the constitution of the Issuer, in each case in respect of the Ordinary
Shares issued to such Subordinated Noteholder on Conversion;

(ii) acknowledges and agrees that it is obliged to accept Ordinary Shares upon a
Conversion of the Principal Amount Subordinated Notes it holds notwithstanding
anything that might otherwise affect a Conversion of such Principal Amount of
Subordinated Notes including:

(a) any change in the financial position of the Issuer since the issue of such
Subordinated Notes;

(b) any disruption to the market or potential market for the Ordinary Shares or to
capital markets generally; or

(c) any breach by the Issuer of any obligation in connection with such Subordinated
Notes;

(iii) acknowledges and agrees that where Condition 5A.3 applies:

(a) there are no other conditions to a Non-Viability Trigger Event occurring as and
when provided in Condition 5A.2;

(b) Conversion must occur immediately on the occurrence of a Non-Viability Trigger
Event and that may result in disruption or failures in trading or dealings in the
Subordinated Notes;

(c) it will not have any rights to vote in respect of any Conversion and that the
Subordinated Note does not confer a right to vote at any meeting of members of
the Issuer; and

(d) the Ordinary Shares issued on Conversion may not be quoted at the time of
issue, or at all;

(iv) acknowledges and agrees that where Condition 5B.5 applies, no conditions or events
will affect the operation of that Condition and such Subordinated Noteholder will not
have any rights to vote in respect of any Write-Off under that Condition and has no
claim against the Issuer arising in connection with the application of that Condition;

(v) acknowledges and agrees that such Subordinated Noteholder has no right to request a
Conversion of any Principal Amount of any Subordinated Notes or to determine
whether (or in what circumstances) the Principal Amount of Subordinated Notes it holds
is Converted; and

(vi) acknowledges and agrees that none of the following shall prevent, impede or delay the
Conversion or (where relevant) Write-Off of the Principal Amount of Subordinated
Notes:

(a) any failure to or delay in the conversion or write-off of other Relevant Securities;

(b) any failure or delay in giving a Trigger Event Notice or other notice required by
this Condition 5B;

(c) any failure or delay in quotation of the Ordinary Shares to be issued on
Conversion;

45

(d) any failure or delay by a Subordinated Noteholder or any other party in
complying with the provisions of Condition 5A.4; and

(e) any requirement to select or adjust the number or Principal Amount of
Subordinated Notes to be Converted in accordance with Condition 5A.3(ii)(b) or
5A.3(iii).

5B.7 Meaning of “Written-Off”

For the purposes of Condition 5B, “Written-Off” shall mean that, in respect of a Subordinated
Note or portion thereof that is otherwise subject to Conversion and a Trigger Event Date:

(i) the Subordinated Note or portion thereof that is otherwise subject to Conversion will not
be Converted on that date and will not be Converted or redeemed under these
Conditions on any subsequent date; and

(ii) with effect on and from the Trigger Event Date, the rights of the relevant Subordinated
Noteholder of the Subordinated Note or portion thereof (including any right to receive
any payment thereunder including payments of principal and interest both in the future
and accrued but unpaid as at the Trigger Event Date) in relation to such Subordinated
Note or portion thereof are immediately and irrevocably terminated and written-off; and

“Write-Off” has a corresponding meaning.

5C Write-Off of Subordinated Notes

5C.1 Write-Off of Subordinated Notes on Trigger Event Date

If "Write-Off – Applicable" is specified in the relevant Pricing Supplement, Condition 5C shall
apply to the Subordinated Notes and on the Trigger Event Date the rights of the Subordinated
Noteholder of the relevant Subordinated Notes in relation to the relevant Principal Amount (as
determined under Condition 5A.3) of the Subordinated Notes are Written-Off (as that term is
defined for the purposes of Condition 5C).

Each Subordinated Noteholder irrevocably acknowledges and agrees that no conditions or
events will affect the operation of this Condition 5C and such Subordinated Noteholder will not
have any rights to vote in respect of any Write-Off under this Condition 5C.1.

5C.2 Meaning of “Written-Off”

For the purposes of this Condition 5C, “Written-Off” shall mean that, in respect of a
Subordinated Note or portion thereof and a Trigger Event Date, the rights of the relevant
Subordinated Noteholder (including any right to receive any payment thereunder including
payments of principal and interest both in the future and accrued but unpaid as at the Trigger
Event Date) in relation to such Subordinated Note or portion thereof are immediately and
irrevocably terminated and written-off, and “Write-Off” has a corresponding meaning.

5D Substitution of Issuer

5D.1 Application of this Conditions

Unless "Write-Off – Applicable" is specified in the relevant Pricing Supplement, this Condition
5D shall apply to the Subordinated Notes.

5D.2 Substitution of Approved NOHC

Where:

(i) either of the following occurs:

46

(a) a takeover bid is made to acquire all or some of the Ordinary Shares and such
offer is, or becomes, unconditional and either:

(A) the bidder has at any time during the offer period, a relevant interest
in more than 50% of the Ordinary Shares on issue; or

(B) the directors of the Issuer, acting as a board, issue a statement that
at least a majority of its directors who are eligible to do so have
recommended acceptance of such offer (in the absence of a higher
offer); or

(b) a court orders the holding of meetings to approve a scheme of arrangement
under Part 5.1 of the Corporations Act, which scheme would result in a person
having a relevant interest in more than 50% of the Ordinary Shares that will be
on issue after the scheme is implemented and:

(A) all classes of members of the Issuer pass all resolutions required to
approve the scheme by the majorities required under the
Corporations Act, to approve the scheme; and

(B) an independent expert issues a report that the proposals in
connection with the scheme are in the best interests of the holders of
Ordinary Shares; and

(ii) the bidder or the person having a relevant interest in the Ordinary Shares in the Issuer
after the scheme is implemented (or any entity that Controls the bidder or the person
having the relevant interest) is an Approved NOHC,

then the Issuer without further authority, assent or approval of the Subordinated Noteholders
may (but with the prior written approval of APRA):

(iii) amend these Conditions such that, unless APRA otherwise agrees, on the date the
Principal Amount of Subordinated Notes is to be Converted:

(a) each Subordinated Note that is being Converted in whole will be automatically
transferred by each holder of such Subordinated Note free from encumbrance
to the Approved NOHC on the date the Conversion is to occur;

(b) in respect of each Subordinated Note that is being Converted only in part, on
the date the Conversion is to occur:

(A) the Principal Amount of the Subordinated Note that is being
Converted shall be reduced to an amount equal to the non-Converted
portion of the Principal Amount of such Subordinated Note in
accordance with Condition 5A.4; and

(B) the Approved NOHC will be taken to hold a new Subordinated Note
with a Principal Amount equal to the Converted portion of the
Principal Amount of the Subordinated Note being Converted,

provided that any failure or delay by a Subordinated Noteholder or any other
party in complying with the provisions of Condition 5D.2(iii)(b) shall not
prevent, impede or delay the Conversion or Write-Off of Subordinated Notes;

(c) each holder (or a nominee in accordance with Condition 5B.2 or 5B.4 (as
applicable), which provisions shall apply, mutatis mutandis, to such Approved
NOHC Ordinary Shares) of the Subordinated Note or portion thereof being
Converted will be issued a number of Approved NOHC Ordinary Shares equal
to the Conversion Number and the provisions of Schedule A to these

47
Conditions shall apply (with any necessary changes) to the determination of
the number of such Approved NOHC Ordinary Shares; and

(d) as between the Issuer and the Approved NOHC, each Subordinated Note
held by the Approved NOHC as a result of Condition 5D.2(iii)(b) will be
automatically Converted into a number of Ordinary Shares such that the total
number of Ordinary Shares held by the Approved NOHC by reason of such
Conversion increases by the number which equals the number of Approved
NOHC Ordinary Shares issued by the Approved NOHC to holders on
Conversion; and

(iv) makes such other amendments as in the Issuer’s reasonable opinion are necessary
and appropriate to effect the substitution of an Approved NOHC as the provider of the
ordinary shares on Conversion in the manner contemplated by these Conditions,
including, where the terms upon which the Approved NOHC acquires the Issuer are
such that the number of Approved NOHC Ordinary Shares on issue immediately after
the substitution differs from the number of Ordinary Shares on issue immediately
before that substitution (not involving any cash payment or other distribution to or by
the holders of any such shares), an adjustment to any relevant VWAP or Issue Date
VWAP consistent with the principles of adjustment set out in Schedule A to these
Conditions.

5D.3 Notice of substitution of Approved NOHC

The Issuer shall give a notice to the Subordinated Noteholders as soon as practicable after
the substitution in accordance with Condition 5D.2 specifying the amendments to these
Conditions which will be made in accordance with Condition 5D.2 to effect the substitution of
an Approved NOHC as issuer of ordinary shares on Conversion.

5D.4 Further substitutions

After a substitution under Condition 5D.2, the Approved NOHC may without the authority,
approval or assent of the holder of Subordinated Notes, effect a further substitution in
accordance with Condition 5D.2 (with necessary changes).

6. PAYMENTS

6.1 Payments by the Issuer

(i) Payments in respect of interest or principal on any Security made by the Issuer to
Registered Holders will be made in accordance with details recorded with the Registrar
by 5:00 pm local Registry Office time on the relevant Record Date.

(ii) When a Security is recorded in the Register as being held jointly, payment of interest or
principal (as the case may be) by the Issuer will be made to the Registered Holders in
their joint names unless requested otherwise (and in a form satisfactory to the Issuer)
by 5:00 pm local Registry Office time on the relevant Record Date.

6.2 Method of Payment

Payments in respect of each Security will be made:

(i) where the Securities are lodged in the Austraclear System, by crediting on the relevant
Interest Payment Date or Maturity Date (determined in accordance with the Business
Day Convention specified in the relevant Pricing Supplement) the amount then due to
the account of the relevant Registered Holder in accordance with the Austraclear
Regulations; or

(ii) if the relevant Securities have not been lodged or are removed from the Austraclear
System, by crediting on the relevant Interest Payment Date, in the case of payments of

48
interest, or the Maturity Date, in the case of payments of principal, the amount then due
to a bank account in Australia previously notified by the Registered Holder to the
Registrar. Each Interest Payment Date and Maturity Date shall be determined in
accordance with the Business Day Convention specified in the relevant Pricing
Supplement. If the Registered Holder has not notified the Registrar of such an account
by 5.00pm local Registry Office time on the relevant Record Date or upon application by
the Registered Holder to the Registrar no later than 5.00pm local Registry Office time
on the relevant Record Date, payments in respect of the relevant Security will be made
by cheque mailed on the Business Day immediately preceding the relevant Interest
Payment Date in the case of payments of interest or on the Maturity Date, in the case of
payments of principal, at the Registered Holder’s risk to the Registered Holder (or to the
first named of joint Registered Holders) of such Security at the address appearing in the
Register as at 5.00pm local Registry Office time on the relevant Record Date. Cheques
to be despatched to the nominated address of a Registered Holder will in such case be
deemed to have been received by the Registered Holder on the relevant Interest
Payment Date, in the case of payments of interest, or the Maturity Date, in the case of
payments of principal, and no further amount will be payable by the Issuer in respect of
the relevant Security as a result of payment not being received by the Registered
Holder on the due date.

No payment of interest will be mailed to an address in the United States or transferred to an
account maintained by the Registered Holder in the United States.

6.3 Payments Subject to Fiscal Laws

All payments are subject in all cases to any applicable fiscal or other laws, regulations and
directives, but without prejudice to the provisions of Condition 8 (Taxation). No commission or
expenses shall be charged to the Registered Holders in respect of such payments.

6.4 Appointment of Agents

The Registrar and (if appointed) the Calculation Agent act solely as agents of the Issuer and do
not assume any obligation or relationship of agency or trust for or with any Registered Holder.
The Issuer reserves the right at any time to vary or terminate the appointment of the Registrar or
(if appointed) the Calculation Agent, provided that the Issuer shall at all times maintain (i) a
Registrar, (ii) one or more Calculation Agent(s) where the Conditions so require, and (iii) such
other agents as may be required by the rules of any stock exchange, listing authority and/or
quotation system on which the Securities may be admitted to listing, trading and/or quotation.
Notice of any change to the specified office of the Registrar or the Calculation Agent shall
promptly be given to the Registered Holders in accordance with Condition 14 (Notices).

7 TRANSFER

7.1 Transfer

(i) Unless Securities are lodged in the Austraclear System, and subject to Condition 7.2, all
applications to transfer Securities must be made by lodging with the Registrar a properly
completed transfer and acceptance form in the form approved by the Issuer and the
Registrar. Any Certificate relating to the Securities to be transferred must also be
surrendered to the Registrar. Transfer and acceptance forms are available from any
Registry Office. Each Registry Office will provide prompt marking and transfer services.
Each transfer form must be accompanied by such evidence (if any) as the Registrar
may require to prove the title of the transferor or the transferor’s right to transfer the
Security, and be signed by both the transferor and the transferee. The transfer takes
effect upon the transferee’s name being entered on the Register.

(ii) Securities lodged in the Austraclear System will be transferable only in accordance with
the Austraclear Regulations.

49
7.2 Limit on Transfer

(i) Securities may only be transferred within, to or from Australia in the denominations
specified in the Pricing Supplement and if the consideration payable at the time of
transfer is a minimum amount of A$500,000 (in either case, disregarding moneys lent
by the transferor or its associates) or the transfer otherwise does not require disclosure
to investors in accordance with Part 6D.2 and Chapter 7 of the Corporations Act.

(ii) Securities may only be transferred between persons in a jurisdiction or jurisdictions
other than Australia if the transfer is in compliance with the laws of the jurisdiction in
which the transfer takes place and the transfer of the Securities otherwise does not
require disclosure to investors in accordance with the laws of the jurisdiction in which
the transfer takes place.

7.3 Partial Transfers

Where a transferor executes a transfer of less than all Securities registered in its name, and the
identity of the specific Securities to be transferred are not identified, the Registrar may register
the transfer in respect of such of the Securities registered in the name of the transferor as the
Registrar thinks fit, provided the total Principal Amount of the Securities registered as having
been transferred equals the total Principal Amount of the Securities expressed to be transferred
in the transfer.

7.4 Closed Period

A transfer of a Security shall not be effective unless and until entered on the Register. The
Register will be closed for the purpose of determining entitlements to payments of interest and
repayments of any Principal Amount at 5:00 pm local Registry Office time on the Record Date
prior to the relevant Interest Payment Date, the relevant Maturity Date and any relevant
redemption date. Therefore, transfers must be received by the Registrar at the relevant
Registry Office prior to that time.

7.5 Stamp Duty

The Registered Holder is responsible for any stamp duties or other similar taxes which are
payable in any jurisdiction in connection with any transfer, assignment or other dealing with the
Securities.

7.6 Transmission

The Registrar must register a transfer of a Security to or by a person who is entitled to make or
receive the transfer in consequence of:

(i) death, bankruptcy, liquidation or winding-up of a Registered Holder; or

(ii) the making of a vesting order by a court or other body with power to make the order,

on receiving the evidence of entitlement that the Registrar or the Issuer requires.


7.7 Austraclear Services Limited as Registrar

If Austraclear Services Limited is the Registrar and Securities are lodged in the Austraclear
System, despite any other provision of those Conditions, these Securities are not transferable
on the Register, and the Issuer may not, and must procure that the Registrar does not, register
any transfer of those Securities issued by it and no member of the Austraclear System has the
right to request any registration of any transfer of the relevant Securities, except:

(i) for the purposes of any Conversion, Write-Off, repurchase, redemption or cancellation
(whether on or before the Maturity Date of the relevant Security) of the relevant

50
Security, a transfer of the relevant Security from Austraclear to the Issuer (or if
applicable, to an Approved NOHC in accordance with Condition 5D) may be entered in
the Register; and

(ii) if Austraclear exercises or purports to exercise any power it may have under the
Austraclear Regulations from time to time for the Austraclear System or these
Conditions, to require the relevant Security to be transferred on the Register to a
member of the Austraclear System, the relevant Security may be transferred on the
Register from Austraclear to the member of the Austraclear System.

In any of these cases, the relevant Security will cease to be held in the Austraclear System.

8. TAXATION

8.1 General

Subject as provided below, all payments of principal and interest in respect of the Securities
shall be made free and clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied, collected, withheld
or assessed by or within Australia or by any authority therein or thereof having power to tax
(together Taxes), unless such withholding or deduction is required by law.

8.2 Issuer to pay Additional Amounts

Where such withholding or deduction is required by law, the Issuer shall pay such additional
amounts to the Registered Holders as shall result in receipt by those Registered Holders of
such amounts as would have been received by them had no such withholding or deduction
been required, except that no such additional amounts shall be payable with respect to any
Security:

(i) in respect of which the Registered Holder thereof is liable to such Taxes, duties,
assessments or governmental charges in respect of such Security by reason of its
having some connection with Australia, other than the mere holding of such Security or
the receipt of the relevant payment in respect thereof; or

(ii) in respect of which the Registered Holder thereof is an Offshore Associate of the Issuer
(acting other than in the capacity of a clearing house, paying agent, custodian, funds
manager or responsible entity of a registered scheme within the meaning of the
Corporations Act); or

(iii) in respect of which the Taxes have been imposed or levied as a result of the
Registered Holder of such Security being party to or participating in a scheme to avoid
such Taxes, being a scheme which the Issuer was neither a party to nor participated in;
or

(iv) to, or to a third party on behalf of, an Australian resident Registered Holder or a non-
resident Registered Holder who is engaged in carrying on business in Australia at or
through a permanent establishment of the non-resident in Australia, if that person has
not supplied an appropriate tax file number, Australian business number or other
exemption details.

8.4 Tax File Number

The Issuer will deduct tax from payments of interest on the Securities at the highest marginal
tax rate plus the highest Medicare levy if an Australian resident investor or a non-resident
investor carrying on business in Australia at or through a permanent establishment of the non-
resident in Australia has not supplied an appropriate tax file number, Australian Business
Number or exemption details.

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8.5 References

References in these Conditions to (i) ‘‘principal’’ shall be deemed to include any premium
payable in respect of the Securities (other than Subordinated Notes for which there is no
premium payable), all Instalment Amounts, Final Redemption Amounts, Early Redemption
Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the
nature of principal payable pursuant to Condition 5 (Redemption, Purchase and Options), or any
amendment or supplement to it, (ii) ‘‘interest’’ shall be deemed to include all Interest Amounts
and all other amounts payable pursuant to Condition 4 (Interest and other Calculations), or any
amendment or supplement to it and (iii) ‘‘principal’’ and/or ‘‘interest’’ shall be deemed to
include any additional amounts that may be payable under this Condition or any undertaking
given in addition to or substitution for it under the Deed Poll. Any additional amounts due in
respect of the Subordinated Notes will be subordinated in right of payment as described in
Condition 3.3 (Status – Subordinated Notes), Condition 4.10 (Condition of Payment –
Subordinated Notes) and Condition 11 (Subordination).

If the Issuer is or becomes subject at any time to any taxing jurisdiction other than or in addition
to Australia, references in Condition 5.2 and Condition 8 shall be read and construed as
including references to such other taxing jurisdiction(s).

8.6 FATCA

The Issuer may withhold or make deductions from payments or from the issue of Ordinary
Shares to a Noteholder where it is required to do so under or in connection with FATCA, or
where it has reasonable grounds to suspect that the Noteholder or a beneficial owner of the
Securities may be subject to FATCA, and may deal with such payment, and any Ordinary
Shares in accordance with FATCA. If any withholding or deduction arises under or in connection
with FATCA, the Issuer will not be required to pay any further amounts or issue any further
Ordinary Shares on account of such withholding or deduction or otherwise reimburse or
compensate, or make any payment to, a Noteholder or a beneficial owner of the Securities for
or in respect of any such withholding or deduction. A dealing with such payment and any
Ordinary Shares in accordance with FATCA satisfies the Issuer’s obligations to that Noteholder
to the extent of the amount of that payment or issue of Ordinary Shares.

9. PRESCRIPTION

Claims against the Issuer for payment in respect of the Securities shall be prescribed and
become void unless made within ten years (in the case of principal) or five years (in the case of
interest) from the appropriate Relevant Date in respect of them.

10. EVENTS OF DEFAULT

10.1 Medium Term Notes

If any one of the following events (‘‘Events of Default’’) occurs and is continuing, the
Registered Holder of any Medium Term Note of any Series may give written notice to the
Registrar at its Registry Office that such Medium Term Note is immediately repayable,
whereupon it shall immediately become due and repayable at its Early Redemption Amount
together with accrued interest to the date of payment unless, prior to the date that such written
notice is received by the Registrar, the Issuer shall have cured or otherwise made good all
Events of Default in respect of the Medium Term Notes of such Series:

(i) default is made in the payment of any principal or Final Redemption Amount, Early
Redemption Amount, Optional Redemption Amount, Instalment Amount or Amortised
Face Amount (in the case of a Zero Coupon Security) (whether becoming due upon
redemption or otherwise) or interest when due, in respect of any Medium Term Note of
such Series, and such default continues for a period of seven days; or

(ii) the Issuer fails to perform or observe any of its obligations under any Medium Term
Note of such Series other than those specified in paragraph (i) above and in such case

52
(except where such failure is incapable of remedy) such failure continues for a period of
30 days next following the service by any Registered Holder of any Medium Term Note
of such Series on the Issuer of written notice requiring the same to be remedied; or

(iii) otherwise than for the purpose of an amalgamation or reconstruction or merger within
the meaning of these words under the laws of Australia, a resolution is passed that the
Issuer be wound up or dissolved; or

(iv) the Issuer stops payment (within the meaning of Australian or any other applicable
bankruptcy law) of its obligations; or

(v) an encumbrancer takes possession of or a receiver is appointed of the whole or a
substantial part of the undertaking and assets of the Issuer and any such event is
continuing for 45 days after its occurrence and would materially prejudice the
performance by the Issuer of its obligations under the Medium Term Notes of such
Series or a distress or execution is levied or enforced upon or sued out against the
whole or a substantial part of the undertaking and assets of the Issuer which would
materially prejudice the performance of the Issuer of its obligations under the Medium
Term Notes of such Series and is not discharged within 60 days thereof; or

(vi) proceedings shall have been initiated against the Issuer under any applicable
bankruptcy, reorganisation or other similar law and such proceedings shall not have
been discharged or stayed within a period of 60 days; or

(vii) the Issuer shall initiate or consent to proceedings relating to itself under any applicable
bankruptcy, insolvency, composition or other similar law (otherwise than for the
purpose of amalgamation, reconstruction or merger (within the meaning of those words
under the laws of Australia)) and such proceedings would materially prejudice the
performance by the Issuer of its obligations under the Medium Term Notes of such
Series.

Notwithstanding any other provision of this Condition 10.1 no Event of Default in respect of any
Medium Term Note shall occur solely on account of any failure by the Issuer to perform or
observe its obligations in relation to, or the taking of any process or proceeding in respect of
any share, note or other security or instrument constituting Tier 1 Capital or Tier 2 Capital.

10.1A Transferable Certificates of Deposit

If any of the events described in Condition 10.1 occur, that Condition 10.1 applies to
Transferable Certificates of Deposit as if references in that Condition 10.1 to Medium Term
Notes were references to Transferable Certificates of Deposit.

10.2 Subordinated Notes

The following are Events of Default with respect to Subordinated Notes:

(i) (a) the making of an order by a court of the State of Victoria, Australia or a court with
appellate jurisdiction from such court which is not successfully appealed or
permanently stayed within 60 days of the entry of such order; or

(b) the valid adoption by the Issuer 's shareholders of an effective resolution,

in each case for the winding-up of the Issuer (other than under or in connection with a
scheme of amalgamation or reconstruction not involving bankruptcy or insolvency); and

(ii) Subject to Condition 4.10:

(a) default in the payment of interest on any Subordinated Note when due, continued
for 30 days; or

53
(b) default in the payment of principal of any Subordinated Note when due.

Upon the occurrence of an Event of Default specified in paragraph (i) above, subject to the
subordination provisions, the Principal Amount of, and all accrued and unpaid interest on, the
Subordinated Notes will automatically become due and payable.

If an Event of Default contemplated by paragraph (ii) above with respect to any Subordinated
Notes occurs and is continuing, a Subordinated Noteholder may only, in order to enforce the
obligations of the Issuer under such Subordinated Notes:

(A) notwithstanding the provisions of paragraph (B) below, institute proceedings in
the State of Victoria, Australia (but not elsewhere) for the winding-up of the Issuer
(all subject to, and in accordance with, the terms of Condition 11
(Subordination)); or

(B) institute proceedings for recovery of the money then due, provided that the Issuer
will not, by virtue of the institution of any such proceedings (other than
proceedings for the winding-up of the Issuer) be obliged to pay any sums
representing principal or interest in respect of the Subordinated Notes sooner
than the same would otherwise have been payable by it and provided that the
Issuer is Solvent at the time of, and will be Solvent immediately after, any such
payment.

No remedy against the Issuer other than those referred to in this Condition 10.2, shall be
available to the Subordinated Noteholders, whether for the recovery of amounts owing in
respect of the Subordinated Notes or in respect of any breach by the issuer of any of its other
obligations under or in respect of the Subordinated Notes.

10.3 Notification

If an Event of Default occurs under Conditions 10.1 or 10.2 above, the Issuer will promptly after
becoming aware of it notify the Registrar of the occurrence of the Event of Default specifying
details of it and use its reasonable endeavours to procure that the Registrar promptly notifies
the Registered Holders of the occurrence of the Event of Default by registered post to the
address of the Registered Holders recorded in the Register.

11. SUBORDINATION

In the event of the winding-up of the Issuer constituting an Event of Default with respect to the
Subordinated Notes, there shall be payable with respect to the Subordinated Notes, subject to
the subordination provisions discussed above (see Condition 3.3 (Status – Subordinated
Notes) and Condition 4.10 (Condition of Payment – Subordinated Notes), an amount equal to
the Principal Amount of the Subordinated Notes then outstanding, together with all accrued and
unpaid interest thereon to the repayment date.

As a result of the subordination provisions, no amount will be payable in the winding-up of the
Issuer in Australia in respect of the Subordinated Notes until all claims of Senior Creditors
admitted in the winding-up proceeding have been satisfied in full. By subscription for, or
transfer of, Subordinated Notes to a Subordinated Noteholder, that Subordinated Noteholder
will be taken to have agreed that no amount in respect of the Subordinated Notes will be repaid
until all the claims of the Senior Creditors admitted in the winding-up proceeding have been
satisfied accordingly. Accordingly, if proceedings with respect to the winding-up of the Issuer in
Australia were to occur, the Subordinated Noteholders could recover less relative to the holders
of deposit liabilities, the holders of Medium Term Notes and the holders of prior ranking
subordinated liabilities of the Issuer.

If in any such winding-up, the amount payable with respect to the Subordinated Notes and any
claims ranking equally with those Subordinated Notes cannot be paid in full, those
Subordinated Notes and other claims ranking equally with those Subordinated Notes will share

54
relatively in any distribution of the Issuer's assets in a winding-up in proportion to the respective
amounts to which they are entitled.

Any amount not paid due to Condition 4.10 (Conditions of Payment – Subordinated Notes) or
Condition 10.2 (Subordinated Notes), remains a debt owing to the Noteholder by the Issuer
until it is paid and will be payable on the first date on which payment can be made in
compliance with the relevant Condition.

12. MEETINGS OF REGISTERED HOLDERS, MODIFICATIONS AND WAIVER

12.1 Meetings of Registered Holders

Meetings of Registered Holders may be convened in accordance with the Meeting Provisions
contained in Schedule 2 to the Deed Poll. Any such meeting may consider any matters
affecting the interests of Registered Holders, including, without limitation, the variation of the
terms of the Securities by the Issuer and the granting of approvals, consents and waivers, and
the declaration of an Event of Default.

12.2 Modification of the Deed Poll

The Deed Poll may be amended by the Issuer, without the consent of any Registered Holder
for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective
provision contained therein which does not, in the reasonable opinion of the Issuer, adversely
affect the interests of the Registered Holders. All other amendments to the Deed Poll must be
passed at a duly convened meeting of Registered Holders by an Extraordinary Resolution. The
Issuer will notify the Registrar of any amendments made pursuant to this Condition and will use
its reasonable endeavours to procure that the Registrar notifies the Registered Holders of the
amendment by post to the address of the Registered Holders recorded in the Register.

12.3 No modification, amendment or waiver which may affect Tier 2 Capital eligibility

The prior written approval of APRA is required in respect of any modification, amendment or
waiver in respect of the terms of any Series of Subordinated Notes where such modification,
amendment or waiver may affect the eligibility of any Series of Subordinated Notes as Tier 2
Capital.

13. FURTHER ISSUES OF SECURITIES

The Issuer may from time to time without the consent of the Registered Holders create and
issue further securities either having the same terms and conditions as the Securities in all
respects (or in all respects except for the Issue Date or first payment of interest on them) and
so that such further issue of securities shall be consolidated and form a single Series with the
outstanding Securities of any Series or upon such terms as the Issuer may determine at the
time of their issue. References in these Conditions to the Securities include (unless the context
requires otherwise) any other securities issued pursuant to this Condition and forming a single
Series with the Securities.

14. NOTICES

14.1 To Registered Holders

All notices by the Issuer to Registered Holders will be valid if posted by ordinary mail to the
relevant Registered Holder at its address appearing on the Register (or in the case of joint
Registered Holders to the first named).

Any such notice shall be deemed to have been given on the sixth Business Day after posting if
posted to an address in Australia and on the tenth Business Day if posted to an address outside
of Australia.

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14.2 To the Issuer and Registrar

All notices by a Registered Holder to the Issuer and Registrar will be valid if posted by ordinary
mail to the Issuer and the Registrar at their addresses specified above. Unless a later time is
specified in it, a notice by a Registered Holder takes effect from the time it is received by the
Issuer or Registrar except that if it is received after 5.00pm in the place of receipt or not on a
Business Day, it is to be taken to be received at 9.00am on the next succeeding Business Day
in that place.

15. GOVERNING LAW

The Securities are governed by the laws in force in the State of Victoria and Australia.

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SCHEDULE A TO THE CONDITIONS OF THE SECURITIES

1 Conversion

If the Issuer must Convert a Principal Amount of a Subordinated Note in accordance with the
Conditions, then, subject to this Schedule A and Condition 5D.2 and unless the Pricing
Supplement specifies that the Alternative Conversion Number applies, the following
provisions apply:
(a) the Issuer will allot and issue on the Trigger Event Date a number of Ordinary
Shares in respect of the Principal Amount of that Subordinated Note equal to the
Conversion Number, where the Conversion Number (but subject to the Conversion
Number being no more than the Maximum Conversion Number) is a number
calculated according to the following formula:
Conversion Number =
Principal Amount
((1- CD) × VWAP)
where:
“CD” means the conversion discount specified in the applicable Pricing Supplement;
“VWAP” (expressed in dollars and cents) means the VWAP during the VWAP Period
and where the “Maximum Conversion Number” means a number calculated
according to the following formula:
Maximum Conversion =
Number
Principal Amount
Issue Date VWAP × 0.2

(b) on the Trigger Event Date, the rights of each holder of a Subordinated Note
(including to payment of interest with respect to such Principal Amount, both in the
future and as accrued but unpaid as at the Trigger Event Date) in relation to each
Subordinated Note or portion thereof that is being Converted will be immediately
and irrevocably terminated for an amount equal to the Principal Amount of that
Subordinated Note that is being Converted and the Issuer will apply that Principal
Amount by way of payment for subscription for the Ordinary Shares to be allotted
and issued under Section 1(a) of this Schedule A. Each holder of the Subordinated
Note is taken to have irrevocably directed that any amount payable under Section 1
of this Schedule A is to be applied as provided for in Section 1 of this Schedule A
and no holder of the Subordinated Note has any right to payment in any other way;
(c) any calculation under Section 1(a) of this Schedule A shall be, unless the context
requires otherwise, be rounded to four decimal places provided that if the total
number of additional Ordinary Shares to be allotted to a holder of the Subordinated
Note in respect of the aggregate Principal Amount of the Subordinated Notes it
holds which is being Converted includes a fraction of an Ordinary Share, that
fraction of an Ordinary Share will be disregarded; and
(d) the rights attaching to Ordinary Shares issued as a result of Conversion do not take
effect until 5.00pm (Melbourne, Australia time) on the Trigger Event Date (unless
another time is required for Conversion on that date). At that time all other rights
conferred or restrictions imposed on that Subordinated Note under the Conditions
will no longer have effect to the extent of the Principal Amount of that Subordinated
Note being Converted (except for the right to receive the Ordinary Shares as set
forth in Section 1 of this Schedule A and Condition 5B and except for rights relating
to interest which is payable but has not been paid on or before the Trigger Event
Date which will continue).

57
2 Adjustments to VWAP
For the purposes of calculating VWAP in the Conditions:
(a) where, on some or all of the Business Days in the relevant VWAP Period, Ordinary
Shares have been quoted on the Australian Securities Exchange as cum dividend or
cum any other distribution or entitlement and the relevant Principal Amount of
Subordinated Notes will Convert into Ordinary Shares after the date those Ordinary
Shares no longer carry that dividend or any other distribution or entitlement, then the
VWAP on the Business Days on which those Ordinary Shares have been quoted
cum dividend or cum any other distribution or entitlement shall be reduced by an
amount (“Cum Value”) equal to:
(i) (in case of a dividend or other distribution), the amount of that dividend or
other distribution including, if the dividend or other distribution is franked, the
amount that would be included in the assessable income of a recipient of the
dividend or other distribution who is both a resident of Australia and a natural
person under the Tax Act;
(ii) (in the case of any other entitlement that is not a dividend or other
distribution under Section 2(a)(i) of this Schedule A which is traded on the
Australian Securities Exchange on any of those Business Days), the volume
weighted average sale price of all such entitlements sold on the Australian
Securities Exchange during the VWAP Period on the Business Days on
which those entitlements were traded; or
(iii) (in the case of any other entitlement which is not traded on the Australian
Securities Exchange during the VWAP Period), the value of the entitlement
as reasonably determined by the directors of the Issuer; and
(b) where, on some or all of the Business Days in the VWAP Period, Ordinary Shares
have been quoted on the Australian Securities Exchange as ex dividend or ex any
other distribution or entitlement, and the relevant Principal Amount of Subordinated
Notes will Convert into Ordinary Shares which would be entitled to receive the
relevant dividend or other distribution or entitlement, the VWAP on the Business
Days on which those Ordinary Shares have been quoted ex dividend or ex any other
distribution or entitlement shall be increased by the Cum Value.
3 Adjustments to VWAP for divisions and similar transactions
(a) Where during the relevant VWAP Period there is a change in the number of the
Ordinary Shares on issue as a result of a division, consolidation or reclassification of
the Issuer’s share capital (not involving any cash payment or other distribution (or
compensation) to or by holders of Ordinary Shares) (a “Reorganisation”), in
calculating the VWAP for that VWAP Period the daily VWAP applicable on each day
in the relevant VWAP Period which falls before the date on which trading in Ordinary
Shares is conducted on a post Reorganisation basis shall be adjusted by the
following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reorganisation; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganisation.
(b) Any adjustment made by the Issuer in accordance with Section 3(a) of this Schedule
A will, absent manifest error, be effective and binding on holders of the

58
Subordinated Notes under these terms and these terms will be construed
accordingly. Any such adjustment must be promptly notified to all holders of the
Subordinated Notes.
4 Adjustments to Issue Date VWAP
For the purposes of determining the Issue Date VWAP, corresponding adjustments to VWAP
will be made in accordance with Section 2 and Section 3 of this Schedule A during the 20
Business Day period over which VWAP is calculated for the purposes of determining the
Issue Date VWAP. On and from the Issue Date adjustments to the Issue Date VWAP:
(a) may be made in accordance with Sections 5 to 7 of this Schedule A (inclusive); and
(b) if so made, will cause an adjustment to the Maximum Conversion Number.
5 Adjustments to Issue Date VWAP for bonus issues
(a) Subject to Section 5(b) of this Schedule A below, if at any time after the Issue Date
the Issuer makes a pro rata bonus issue of Ordinary Shares to holders of Ordinary
Shares generally, the Issue Date VWAP will be adjusted immediately in accordance
with the following formula:
V
= V
o X

RD
RD + RN
where:
V means the Issue Date VWAP applying immediately after the application of this
formula;
V
o
means the Issue Date VWAP applying immediately prior to the application of this
formula;
RN means the number of Ordinary Shares issued pursuant to the bonus issue; and
RD means the number of Ordinary Shares on issue immediately prior to the allotment
of new Ordinary Shares pursuant to the bonus issue.
(b) Section 5(a) of this Schedule A does not apply to Ordinary Shares issued as part of
a bonus share plan, employee or executive share plan, executive option plan, share
top up plan, share purchase plan or a dividend reinvestment plan.
(c) For the purpose of Section 5(a) of this Schedule A, an issue will be regarded as a
pro rata issue notwithstanding that the Issuer does not make offers to some or all
holders of Ordinary Shares with registered addresses outside Australia, provided
that in so doing the Issuer is not in contravention of the ASX Listing Rules.
(d) No adjustments to the Issue Date VWAP will be made under this Section 5 of this
Schedule A for any offer of Ordinary Shares not covered by Section 5(a) of this
Schedule A, including a rights issue or other essentially pro rata issue.
(e) The fact that no adjustment is made for an issue of Ordinary Shares except as
covered by Section 5(a) of this Schedule A shall not in any way restrict the Issuer
from issuing Ordinary Shares at any time on such terms as it sees fit nor require any
consent or concurrence of any Subordinated Noteholders.

59
6 Adjustment to Issue Date VWAP for divisions and similar transactions
(a) If at any time after the Issue Date, a Reorganisation occurs, the Issuer shall adjust
the Issue Date VWAP by multiplying the Issue Date VWAP applicable on the
Business Day immediately before the date of any such Reorganisation by the
following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reorganisation; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganisation.
(b) Any adjustment made by the Issuer in accordance with Section 6(a) of this Schedule
will, absent manifest error, be effective and binding on Subordinated Noteholders
under these terms and these terms will be construed accordingly.
(c) Each Subordinated Noteholder acknowledges that the Issuer may, consolidate,
divide or reclassify securities so that there is a lesser or greater number of Ordinary
Shares at any time in its absolute discretion without any such action requiring any
consent or concurrence of any Subordinated Noteholders.
7 No Adjustment to Issue Date VWAP in certain circumstances
Despite the provisions of Section 5 and Section 6 of this Schedule A, no adjustment shall be
made to the Issue Date VWAP where such adjustment (rounded if applicable) would be less
than one percent of the Issue Date VWAP then in effect.
8 Announcement of adjustment to Issue Date VWAP
The Issuer will notify Subordinated Noteholders (an “Adjustment Notice”) of any adjustment
to the Issue Date VWAP under this Schedule A within 10 Business Days of the Issuer
determining the adjustment and the adjustment set out in the announcement will be final and
binding.
9 Ordinary Shares
Each Ordinary Share issued or arising upon Conversion ranks pari passu with all other fully
paid Ordinary Shares.
10 Listing Ordinary Shares issued on Conversion
The Issuer shall use all reasonable endeavours to list the Ordinary Shares issued upon
Conversion of the Subordinated Notes on the Australian Securities Exchange.
11 Alternative Conversion Number
If the Issuer must Convert a Principal Amount of a Subordinated Note in accordance with the
Conditions and the Pricing Supplement specifies that the Alternative Conversion Number
applies, then:

60
(a) Section 1 of this Schedule A applies on the basis that the Conversion Number for
the purposes of Section 1(a) of this Schedule A is the number of Ordinary Shares
specified in the Pricing Supplement as the Alternative Conversion Number (subject
to the Alternative Conversion Number being no more than the Maximum Conversion
Number as determined in accordance with Section 1(a) of Schedule A); and
(b) Sections 2 to 8 (inclusive) of this Schedule A do not apply to the Alternative
Conversion Number.
12 Definitions
For the purposes of this Schedule A the following terms shall have the following meanings:
“Cum Value” has the meaning given in Section 2 of this Schedule A.
“Issue Date VWAP” means, in respect of Subordinated Notes of a Series, the VWAP during
the period of 20 Business Days on which trading in Ordinary Shares took place immediately
preceding (but not including) the first date on which any Subordinated Notes of that Series
were issued, as adjusted in accordance with Sections 5 to 7 (inclusive) of this Schedule A.
“Reorganisation” has the meaning given in Section 3 of this Schedule A.
“Tax Act” means:
the Income Tax Assessment Act 1936 (Cth) of Australia or the Income Tax
Assessment Act 1997 (Cth) of Australia as the case may be and a reference to any
section of the Income Tax Assessment Act 1936 (Cth) of Australia includes a
reference to that section as rewritten in the Income Tax Assessment Act 1997 (Cth)
of Australia; and
any other Act setting the rate of income tax payable and any regulation promulgated
under it.
“VWAP” means, subject to any adjustments under this Schedule A, the average of the daily
volume weighted average sale prices (such average being rounded to the nearest full cent) of
Ordinary Shares sold on the Australian Securities Exchange during the VWAP Period or on
the relevant days but does not include any “Crossing” transacted outside the “Open Session
State” or any “Special Crossing” transacted at any time, each as defined in the ASX
Operating Rules, or any overseas trades or trades pursuant to the exercise of options over
Ordinary Shares;
“VWAP Period” means the period of 5 Business Days or such other period specified in the
applicable Pricing Supplement on which trading in Ordinary Shares took place immediately
preceding (but not including) the Trigger Event Date.

61

DESCRIPTION OF ORDINARY SHARES

A summary of the key rights attaching to the ordinary shares of the Issuer (“Ordinary Shares”) is as
follows. lnvestors who wish to inspect the constitution of the Issuer may do so at the registered office
of the lssuer during normal office hours.

Voting rights
Subject to the constitution of the Issuer, the Corporations Act and any rights or restrictions attached to
any shares or class of shares, a registered holder of an Ordinary Share is entitled to attend and vote at
a general meeting of the lssuer. Any resolution being considered at a general meeting is decided on a
show of hands unless a poll is held. On a show of hands, each registered holder of an Ordinary Share
entitled to vote, present in person or by proxy, attorney of representative has one vote.

On a poll, each registered holder of an Ordinary Share has one vote for each Ordinary Share. Partly
paid Ordinary Shares confer that fraction of a vote which is equal to the proportion which the amount
paid bears to the total issue price of the Ordinary Share.

General meetings
Notice of a general meeting must be given to each registered holder of an Ordinary Share in
accordance with the Corporations Act. At least 28 days’ notice must be given of a meeting of
registered holders of Ordinary Shares. Written notice must be given to all registered holders of an
Ordinary Share entitled to attend and vote at a meeting. All registered holders of an Ordinary Share
except for holders of partly paid ordinary shares who have failed to pay a call in respect of such
shares are entitled to attend to vote at general meetings of the Issuer. Voting rights attaching to other
classes of shares in the Issuer may differ. Each registered holder of an Ordinary Share is entitled to
receive notices, financial statements and other documents required to be sent to a registered holder of
an Ordinary Share under the constitution of the Issuer, Corporations Act and ASX Listing Rules, but in
the case of financial statements and annual reports only where the registered holder of an Ordinary
Share has requested one to be sent to them in accordance with the Corporations Act.

Dividend entitlement
Subject to the Corporations Act, the constitution of the Issuer and the terms of issue of Ordinary
Shares, the board of Directors of the lssuer (“Board”) may resolve to pay dividends on Ordinary
Shares which are considered by the Board to be appropriate, in proportion to the capital paid up on
the Ordinary Shares held by a registered holder of an Ordinary Share (subject to the rights of holders
of shares carrying preferred rights including Subordinated Notes).

Dividend reinvestment plan and bonus option plan
Registered holders of Ordinary Shares who are eligible may participate in the lssuer's dividend
reinvestment plan or bonus option plan, as in force from time to time, in accordance with (and subject
to) the terms and conditions of those plans. Registered holders of Ordinary Shares who are subject to
the laws of a country or place other than Australia may not be eligible to participate, because of legal
requirements that apply in that country or place or in Australia. Until the Board otherwise determines,
participation in the lssuer's dividend reinvestment plan and bonus option plan is not available directly
or indirectly to any entity or person (including any legal or beneficial owner of Ordinary Shares) who is
(or who is acting on behalf of or for the account or benefit of an entity or person who is) in or resident
in the United States (including its territories or possessions) or Canada.

Rights of shareholders on a winding-up of the lssuer
lf the lssuer is wound up and its property is more than sufficient to pay all debts, share capital of the
lssuer and expenses of the winding-up, the excess must be divided among registered holders of
Ordinary Shares in proportion to the capital paid up on the Ordinary Shares held by them at the
commencement of the winding-up (subject to the rights of holders of shares carrying preferred rights
on winding-up including Subordinated Notes). A partly paid Ordinary Share is counted as a fraction of
a fully paid Ordinary Share equal to the proportion which the amount paid on it bears to the total issue
price of the Ordinary Share.

However, with the sanction of a special resolution, the liquidator may divide among the registered
holders of Ordinary Shares the assets of the lssuer in kind and decide how the division is to be carried

62
out and vest assets in trustees of any trusts for the benefit of the registered holders of Ordinary Shares
as the liquidator thinks appropriate.

Transfer of Ordinary Shares
Subject to the constitution of the Issuer, Ordinary Shares may be transferred by any means permitted
by the Corporations Act or by law. The Board may decline to register a transfer where permitted to do
so under the ASX Listing Rules and the settlement operating rules of the ASX (“ASX Settlement
Operating Rules”), or where registration of the transfer is forbidden by the Corporations Act, ASX
Listing Rules or ASX Settlement Operating Rules. ln addition, subject to the Corporations Act, ASX
Listing Rules and ASX Settlement Operating Rules, the Board may decline to register a transfer if
registration would create a new holding of less than a marketable parcel under the ASX Listing Rules.

lssues of further Ordinary Shares
Subject to the constitution of the Issuer, Corporations Act and ASX Listing Rules, the Board may issue
or grant options in respect of Ordinary Shares on such terms as the Board decides. The Board may
also issue preference shares, including redeemable preference shares, or convertible notes with any
rights attaching to them that the Board determines prior to the issue.

Variation of the constitution
The constitution of the Issuer can only be modified by a special resolution in accordance with the
Corporations Act. Under the Corporations Act, for a resolution to be passed as a special resolution it
must be passed by at least 75% of the votes cast by members entitled to vote on the resolution.

Variation of rights
The lssuer may only modify or vary the rights attaching to any class of shares with the prior approval,
by a special resolution, of the holders of shares in that class at a meeting of those holders, or with the
written consent of the holders of at least 75% of the issued shares of that class.

Subject to the terms of issue, the rights attached to a class of shares are not treated as varied by the
issue of further shares which rank equally with that existing class for participation in profits and assets
of the lssuer.

63
USE OF PROCEEDS

The net proceeds from the issue of any Notes or Transferable Certificates of Deposit will be used by
the Issuer for its general corporate purposes.

64
SUBSCRIPTION AND SALE

Subject to the terms and on the conditions contained in each relevant subscription agreement (each a
“Subscription Agreement”) entered into between the Issuer and the relevant Dealers, the Securities
will be offered from time to time by the Issuer to the Dealers. However, the Issuer has reserved the
right to sell Securities directly on its own behalf to other intermediaries and purchasers procured by it.

The Issuer will agree to indemnify the Dealer(s) against certain liabilities in connection with the offer
and sale of the Securities. Each Subscription Agreement will entitle the relevant Dealers to terminate
any agreement that they may make to subscribe for Securities in certain circumstances prior to
payment for such Securities being made to the Issuer. In the event of any inconsistency between the
provisions of the relevant Subscription Agreement and the Information Memorandum or the
Conditions, the provisions of the relevant Subscription Agreement shall apply.

The Issuer may pay each relevant Dealer a commission as agreed between the Issuer and that
Dealer in respect of a Tranche of Securities, which commission may be deducted from the net
proceeds payable to the Issuer on the closing of that Series. The Issuer may agree to reimburse the
relevant Dealers for certain of their activities in connection with the issue of a Tranche of Securities.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act) in relation to the
Programme or any Securities (including the Information Memorandum) has been or will be lodged
with or registered by the Australian Securities and Investments Commission or the Australian
Securities Exchange Limited or any other stock exchange licensed under the Corporations Act. Each
Dealer appointed under the Programme will be required to represent and agree that in connection
with the distribution of the Securities, it has not:

(a) made or invited, and will not make or invite, an offer of the Securities for issue or sale in
Australia (including an offer or invitation which is received by a person in Australia); and

(b) distributed or published and will not distribute or publish any draft, preliminary or final form
information memorandum, advertisement or other offering material relating to the Securities in
Australia,

unless:
(i) the minimum aggregate consideration payable by each offeree is at least A$500,000 or
its equivalent in an alternate currency (disregarding money lent by the Issuer or its
associates (as described in Division 2 of Part 1.2 in Chapter 1 of the Corporations Act))
or the offer otherwise does not require disclosure to investors in accordance with Part
6D.2 or Chapter 7 of the Corporations Act and does not constitute an offer to a “retail
client” as defined for the purposes of section 761G of the Corporations Act; and

(ii) such action complies with all applicable laws, directives and regulations and does not
require any document to be lodged with, or registered by, the Australian Securities and
Investments Commission.

Each Dealer appointed under the Programme will be required to agree, that it will not sell any
Securities issued by the Issuer in circumstances where employees of the Dealer aware of, or involved
in, the sale know, or have reasonable grounds to suspect, that the Security or an interest in or right in
respect of the Security, was being or would later be, acquired either directly or indirectly by an
Offshore Associate of the Issuer acting other than in the capacity of a dealer, manager or underwriter
in relation to the placement of the Securities or a clearing house, custodian, funds manager or
responsible entity of a registered scheme within the meaning of the Corporations Act.

"Offshore Associate" means an associate (as defined in section 128F of the Income Tax
Assessment Act 1936 (Cth) of Australia and any successor legislation) of the Issuer that is either a
non-resident of the Commonwealth of Australia which does not acquire the Securities in carrying on a
business at or through a permanent establishment in Australia or, alternatively, a resident of Australia

65
that acquires the Securities in carrying on business at or through a permanent establishment outside
of Australia.

Hong Kong

Each Dealer will be required to represent and agree that:

(a) it has not offered or sold and will not offer or sell in the Hong Kong Special Administrative Region
of the People's Republic of China (“Hong Kong”), by means of any document, any Securities (except
for Securities which are a "structured product" as defined in the Securities and Futures Ordinance
(Cap.571) of Hong Kong (the “SFO”)) other than (i) to "professional investors" as defined in the SFO
and any rules made under the SFO, or (ii) in other circumstances which do not result in the document
being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of Hong Kong (the “Companies Ordinance”) or which do not constitute an offer
to the public within the meaning of that the Companies Ordinance; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the Securities, which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to Securities which are or are intended to be
disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the
SFO and any rules made under the SFO.

Japan

The Securities have not been and will not be registered under the Financial Instruments and
Exchange Act of Japan (Act No. 25 of 1948, as amended, the "FIEA") and each Dealer will be
required to represent and agree that it will not offer or sell any Securities, directly or indirectly, in
Japan or to, or for the benefit of, any Japanese Person or to others for re-offering or resale, directly or
indirectly, in Japan or to, or for the account or benefit of, any Japanese Person except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with, the FIEA and all
applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and
regulatory authorities and in effect at the relevant time. For the purposes of this paragraph,
"Japanese Person" shall mean any person resident in Japan, including any corporation or other
entity organised under the laws of Japan.
New Zealand

No action has been or will be taken by the Issuer or any Dealer which would permit a public or
regulated offering of any of the Securities, or possession or distribution of any offering material in
relation to the Securities, in New Zealand.

Each Dealer will be required to represent and agree that it has not offered, sold or delivered and will
not directly or indirectly offer, sell or deliver any Securities, and it will not distribute any offering
memorandum or advertisement in relation to any offer of Securities, in New Zealand, other than to
any or all of the following persons only:
1. "wholesale investors" as that term is defined in clauses 3(2)(a), (c) and (d) of Schedule 1 to
the Financial Markets Conduct Act 2013 of New Zealand ("FMC Act"), being a person who is:
(a) an "investment business";
(b) "large"; or
(c) a "government agency",
in each case as defined in Schedule 1 to the FMC Act; and
2. in other circumstances where there is no contravention of the FMC Act, provided that (without
limiting paragraph (a) above) Securities may not be offered or transferred to any "eligible