ANZ Group Holdings Limited logo

Appendix 3B

Debt Issuance23 February 2018ANZFinancials

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 1

29390304_3

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B


New issue announcement,

application for quotation of additional securities

and agreement


Information or documents not available now must be given to ASX as soon as available. Information and

documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,

04/03/13



Name of entity

Australia and New Zealand Banking Group Limited (ANZ)


ABN

11 005 357 522


We (the entity) give ASX the following information.



Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).


1

+

Class of

+

securities issued or to

be issued


Medium Term Notes




2

Number of

+

securities issued or

to be issued (if known) or

maximum number which may

be issued


EUR 750,000,000 0.625 per cent. Fixed Rate Notes

due 21 February 2023 (the “Notes”)




Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 2 04/03/2013

3 Principal terms of the

+

securities (e.g. if options,

exercise price and expiry date; if

partly paid

+

securities, the

amount outstanding and due

dates for payment; if

+

convertible securities, the

conversion price and dates for

conversion)

Refer to the particulars taken from the Pricing

Supplement dated 19 February 2018 relating to the

issue of the Notes (“Pricing Supplement”), attached

as the Annex to this Appendix 3B, to be read in

conjunction with the Information Memorandum for

ANZ’s $US60,000,000,000 Euro Medium Term Note

Programme dated 16 May 2017 (the “Information

Memorandum”), a copy of which has previously

been published on the ASX.


Unless otherwise defined in this Appendix 3B,

capitalised terms in this Appendix 3B have the

meaning set out in the Information Memorandum

and Pricing Supplement.

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 3



4

Do the

+

securities rank equally

in all respects from the

+

issue

date with an existing

+

class of

quoted

+

securities?


If the additional

+

securities do

not rank equally, please state:

 the date from which they do

 the extent to which they

participate for the next

dividend, (in the case of a

trust, distribution) or

interest payment

 the extent to which they do

not rank equally, other than

in relation to the next

dividend, distribution or

interest payment

As described more fully under “Conditions of the

Notes - Status and Guarantee - Unsubordinated

Notes” in the Information Memorandum, the

Notes constitute direct, unconditional and

unsecured obligations of ANZ and (save for

certain debts of ANZ required to be preferred by

applicable law, including (but not limited to)

those in respect of protected accounts (as

defined in the Banking Act) in Australia and

various debts due to the Australian Prudential

Regulation Authority (“APRA”) and the Reserve

Bank of Australia (“RBA”) required to be

preferred by Australian law) rank pari passu

among themselves and equally with all other

unsubordinated, unsecured obligations of ANZ.


5 Issue price or consideration


Issue price: 99.912 per cent. of the Aggregate

Principal Amount of the Notes.


Interest basis: 0.625 per cent. per annum payable

annually in arrear. Refer to the Pricing

Supplement for further particulars relating to

interest payable on the Notes.



Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 4 04/03/2013

6 Purpose of the issue

(If issued as consideration for

the acquisition of assets, clearly

identify those assets)







ANZ intends to use an amount equal to the net

proceeds of the issue of the Notes (the

“Relevant Proceeds”) to finance or refinance, in

whole or in part: (1) project finance or corporate

loans to projects and businesses (“Loan

Assets”); or (2) ANZ’s own operating or capital

expenditures (“ANZ Expenditure”), (together,

the "Eligible Assets") which, in each case, are

determined by ANZ (in its absolute discretion)

to fall within one or more of the Eligible

Categories (as defined in the Pricing

Supplement) and meet the process for evaluation

and selection in accordance with the Issuer's

"ANZ Sustainable Development Goals (SDG) Bond

Framework" dated February 2018 (the

"Framework").

For the avoidance of doubt, a failure by ANZ to

allocate and use the proceeds of the Notes as

described in the Pricing Supplement will not be

an “Event of Default” under the Conditions of

the Notes.

Refer to the Pricing Supplement for further

particulars regarding the intended use of

proceeds for the Notes.



6a

Is the entity an

+

eligible entity

that has obtained security

holder approval under rule 7.1A?


If Yes, complete sections 6b – 6h

in relation to the

+

securities the

subject of this Appendix 3B, and

comply with section 6i

No



6b The date the security holder

resolution under rule 7.1A was

passed

Not applicable




6c

Number of

+

securities issued

without security holder approval

under rule 7.1

Not applicable




6d

Number of

+

securities issued

with security holder approval

under rule 7.1A

Not applicable




6e

Number of

+

securities issued

with security holder approval

under rule 7.3, or another

specific security holder approval

(specify date of meeting)


Not applicable

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 5




6f

Number of

+

securities issued

under an exception in rule 7.2

Not applicable




6g

If

+

securities issued under rule

7.1A, was issue price at least 75%

of 15 day VWAP as calculated

under rule 7.1A.3? Include the

+

issue date and both values.

Include the source of the VWAP

calculation.

Not applicable




6h

If

+

securities were issued under

rule 7.1A for non-cash

consideration, state date on

which valuation of

consideration was released to

ASX Market Announcements

Not applicable




6i Calculate the entity’s remaining

issue capacity under rule 7.1 and

rule 7.1A – complete Annexure 1

and release to ASX Market

Announcements

Not applicable



7

+

Issue dates

Note: The issue date may be prescribed by

ASX (refer to the definition of issue date in

rule 19.12). For example, the issue date for a

pro rata entitlement issue must comply with

the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.


21 February 2018




Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 6 04/03/2013


Number

+

Class

8

Number and

+

class of all

+

securities quoted on ASX

(including the

+

securities in

section 2 if applicable)



2,922,607,944



5,728,859




11,200,000


16,100,000


9,701,791


16,220,000


9,310,782


Fully paid ordinary

shares


Fully paid Convertible

Preference Shares

issued in 2011 (CPS3)


ANZ Capital Notes 1


ANZ Capital Notes 2


ANZ Capital Notes 3


ANZ Capital Notes 4


ANZ Capital Notes 5




USD1,250,000,000 2.05 per cent. Covered Bond due

May 2020


CNY2,500,000,000 4.75 per cent. Fixed Rate

Subordinated Notes due January 2025


SGD500,000,000 3.75 per cent. Fixed Rate

Subordinated Notes due March 2027


AUD200,000,000 4.75 per cent. Fixed Rate

Subordinated Notes due May 2027


USD1,000,000,000 Perpetual Subordinated

Contingent Convertible Securities


AUD225,000,000 4.75 per cent. Fixed Rate

Subordinated Notes due September 2032


EUR750,000,000 0.625 per cent. Fixed Rate Notes

due February 2023

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 7



Number

+

Class

9

Number and

+

class of all

+

securities not quoted on ASX

(including the

+

securities in

section 2 if applicable)




7,747,817


Options on issue

(there are no options

approved for grant but

not yet granted)




10 Dividend policy (in the case of a

trust, distribution policy) on the

increased capital (interests)

Not applicable




Part 2 - Pro rata issue


11 Is security holder approval

required?


Not applicable


12 Is the issue renounceable or non-

renounceable?

Not applicable


13

Ratio in which the

+

securities

will be offered

Not applicable


14

+

Class of

+

securities to which the

offer relates

Not applicable


15

+

Record date to determine

entitlements

Not applicable


16 Will holdings on different

registers (or subregisters) be

aggregated for calculating

entitlements?

Not applicable


17 Policy for deciding entitlements

in relation to fractions


Not applicable


18 Names of countries in which the

entity has security holders who

will not be sent new offer

documents

Note: Security holders must be told how their

entitlements are to be dealt with.

Cross reference: rule 7.7.

Not applicable



19 Closing date for receipt of

acceptances or renunciations

Not applicable

Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 8 04/03/2013


20 Names of any underwriters



Not applicable


21 Amount of any underwriting fee

or commission

Not applicable


22 Names of any brokers to the

issue



Not applicable


23 Fee or commission payable to

the broker to the issue

Not applicable


24 Amount of any handling fee

payable to brokers who lodge

acceptances or renunciations on

behalf of security holders

Not applicable



25 If the issue is contingent on

security holders’ approval, the

date of the meeting

Not applicable


26 Date entitlement and acceptance

form and offer documents will be

sent to persons entitled

Not applicable


27 If the entity has issued options,

and the terms entitle option

holders to participate on

exercise, the date on which

notices will be sent to option

holders

Not applicable


28 Date rights trading will begin (if

applicable)

Not applicable


29 Date rights trading will end (if

applicable)



Not applicable


30 How do security holders sell

their entitlements in full through

a broker?

Not applicable


31 How do security holders sell part

of their entitlements through a

broker and accept for the

balance?

Not applicable


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 9


32 How do security holders dispose

of their entitlements (except by

sale through a broker)?

Not applicable


33

+

Issue date



Not applicable



Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities


34

Type of

+

securities

(tick one)


(a)


+

Securities described in Part 1



(b)


All other

+

securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,

employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible

securities


Entities that have ticked box 34(a)


Additional securities forming a new class of securities



Tick to indicate you are providing the information or

documents



35


If the

+

securities are

+

equity securities, the names of the 20 largest holders of the

additional

+

securities, and the number and percentage of additional

+

securities

held by those holders



36


If the

+

securities are

+

equity securities, a distribution schedule of the additional

+

securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over



37


A copy of any trust deed for the additional

+

securities


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


Appendix 3B Page 10 04/03/2013

Entities that have ticked box 34(b)


38

Number of

+

securities for which

+

quotation is sought


Not applicable




39

+

Class of

+

securities for which

quotation is sought


Not applicable


40

Do the

+

securities rank equally in

all respects from the

+

issue date

with an existing

+

class of quoted

+

securities?


If the additional

+

securities do

not rank equally, please state:

 the date from which they do

 the extent to which they

participate for the next

dividend, (in the case of a

trust, distribution) or interest

payment

 the extent to which they do

not rank equally, other than in

relation to the next dividend,

distribution or interest

payment

Not applicable


41 Reason for request for quotation

now

Example: In the case of restricted securities, end

of restriction period


(if issued upon conversion of

another

+

security, clearly identify

that other

+

security)


Not applicable


Number +

Class

42

Number and

+

class of all

+

securities quoted on ASX

(including the

+

securities in clause

38)




Not applicable Not applicable


Appendix 3B
New issue announcement




+ See chapter 19 for defined terms.


04/03/2013 Appendix 3B Page 11



Quotation agreement


1

+

Quotation of our additional

+

securities is in ASX’s absolute discretion. ASX

may quote the

+

securities on any conditions it decides.


2 We warrant the following to ASX.


 The issue of the

+

securities to be quoted complies with the law and is

not for an illegal purpose.


 There is no reason why those

+

securities should not be granted

+

quotation.


 An offer of the

+

securities for sale within 12 months after their issue

will not require disclosure under section 707(3) or section 1012C(6) of

the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be

able to give this warranty


 Section 724 or section 1016E of the Corporations Act does not apply to

any applications received by us in relation to any

+

securities to be

quoted and that no-one has any right to return any

+

securities to be

quoted under sections 737, 738 or 1016F of the Corporations Act at the

time that we request that the

+

securities be quoted.


 If we are a trust, we warrant that no person has the right to return the

+

securities to be quoted under section 1019B of the Corporations Act at

the time that we request that the

+

securities be quoted.


3 We will indemnify ASX to the fullest extent permitted by law in respect of any

claim, action or expense arising from or connected with any breach of the

warranties in this agreement.


4 We give ASX the information and documents required by this form. If any

information or document is not available now, we will give it to ASX before

+

quotation of the

+

securities begins. We acknowledge that ASX is relying on

the information and documents. We warrant that they are (will be) true and

complete.



Sign here: ............................................................ Date: 22 February 2018

(Company secretary)



Print name: Simon Pordage


== == == == ==

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70-40674475

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the

Conditions set forth in the Information Memorandum dated 16 May 2017 and the

Supplemental Information Memorandum dated 27 October 2017 and any supplement to

the Base Prospectus of the Issuer dated 16 May 2017, which are deemed to be

incorporated by reference into the Information Memorandum (which, for the avoidance

of doubt, includes the Supplemental Base Prospectuses dated 22 May 2017, 20 June

2017, 19 July 2017, 15 August 2017, 23 October 2017, 6 November 2017, 10

November 2017 and 13 December 2017) (together, the "Information Memorandum")

and in the Annex hereto, "Notes being issued as Sustainable Development Goal

Bonds". The Pricing Supplement of the Notes must read in conjunction with the Information

Memorandum.

1.Issuer:Australia and New Zealand Banking Group

Limited

2.

(i)Series Number: 1949

(ii)Tranche Number:1

3.

(i)Specified Currency or

Currencies:

Euro ("EUR")

(ii)Exotic Currency Payments:Not Applicable

(iii)Exotic Currency Relevant Time: Not Applicable

(iv)Exotic Currency Thomson

Reuters Screen Page:

Not Applicable

4.

Aggregate Principal Amount:

(i)Series:EUR 750,000,000

(ii)Tranche:EUR 750,000,000

5.

Issue Price:99.912 per cent. of the Aggregate Principal

Amount

6.

(i)Specified Denomination(s) (and

Principal Amount):

EUR 100,000 and integral multiples of

EUR 1,000 thereafter. No Notes in

definitive form will be issued with a

denomination above EUR 199,000

The minimum aggregate consideration

payable in respect of an offer or invitation

in Australia or any offer or invitation

received in Australia must be no less than

A$500,000 (or its equivalent in an alternate

currency, in each case, disregarding

moneys lent by the offeror or its associates)

Annex to Appendix 3B:

The following information is taken from the Pricing Supplement.

-2 -
70-40674475

unless the offer or invitation does not

require disclosure to investors under Part

6D.2 or Chapter 7 of the Corporations Act.

In every case, an offer or invitation must

not be to a retail client (as defined in

section 761G of the Corporations Act)

(ii)Calculation Amount:EUR 1,000

7.

(i)Issue Date:21 February 2018

(ii)Interest Commencement Date:Issue Date

8.

Maturity Date:21 February 2023

9.

Interest Basis:Fixed Rate

(further particulars specified below)

10.

Redemption/Payment Basis:Redemption at Par

11.

Change of Interest or

Redemption/Payment Basis:

Not Applicable

12.

Put/Call Options:Not Applicable

13.

Status of the Notes:Unsubordinated Notes

14.

Method of distribution:Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.

Fixed Rate Note Provisions: Applicable

(i)Rate of Interest:0.625 per cent. per annum payable annually

in arrear

(ii)(a)Interest Payment Date(s): 21 February in each year, commencing on

21 February 2019, in each case subject to

adjustment for payment purposes only in

accordance with the Business Day

Convention specified below

(b)Interest Period(s):As defined in Condition 4(n)

(c)Interest Period Date:As defined in Condition 4(n)

(iii)Fixed Coupon Amount:EUR 6.25 per Calculation Amount

(iv)Broken Amount(s):Not Applicable

(v)Day Count Fraction:Actual/Actual (ICMA)

-3 -
70-40674475

(vi)Business Day Convention:Following Business Day Convention

(a)Adjusted:Not Applicable

(b)No Adjustment:Applicable

(vii)Additional Business Centre(s):New York

For the avoidance of doubt, in addition to

the Additional Business Centre noted

above, London, Sydney and the TARGET2

System are business centres for the

purposes of the definition of "Business

Day" in Condition 4(n)

(viii)Party responsible for calculating

the Rate(s) of Interest and/or

Interest Amount(s):

The Fiscal Agent shall be the Calculation

Agent

(ix)Other terms relating to the

method of calculating interest

for Fixed Rate Notes:

Not Applicable

16.Floating Rate Note Provisions:Not Applicable

17.CMS Rate Note Provisions:Not Applicable

18.Inverse Floating Rate Note Provisions:Not Applicable

19.Zero Coupon Note Provisions:Not Applicable

20.Index-Linked Interest Note/Other

variable-linked interest Note Provisions:

Not Applicable

21. Dual Currency Note Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION

22. Call Option: Not Applicable

23. Put Option: Not Applicable

24. Final Redemption Amount of each

Note:

EUR 1,000 per Calculation Amount

25.Early Redemption Amount:

(Early Redemption Amount(s) payable

on redemption on account of a

Regulatory Event, for taxation reasons,

on an Event of Default or other early

redemption and/or the method of

EUR 1,000 per Calculation Amount

-4 -
70-40674475

calculating the same)

26.Redemption for Regulatory Event:Not Applicable

27.Redemption for taxation reasons:

Condition 5(b)(i):Applicable (Note that Condition 5(b)(i)

applies automatically)

Condition 5(b)(ii): Not Applicable

Condition 5(b)(iii): Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

28.Form of Notes:Bearer Notes

Temporary Global Note exchangeable for a

Permanent Global Note which is

exchangeable for Bearer Notes in definitive

form on 60 days' notice (or, following a

failure to pay principal, on 30 days' notice)

by the Issuer and in the limited

circumstances specified in the Permanent

Global Note

29.Payment Business Day Convention:Following

30.Additional Financial Centre(s) or other

special provisions relating to Payment

Business Days:

New York

For the avoidance of doubt, in addition to

the Additional Financial Centre noted

above, London, Sydney and the TARGET2

System are financial centres for the

purposes of the definition of "Payment

Business Day" in Condition 6(h)

31.Talons for future Coupons or Receipts

to be attached to Notes in definitive

form (and dates on which such Talons

mature):

No

32.Details relating to Instalment Notes,

including Instalment Amount(s) and

Instalment Date(s):

Not Applicable

33.Redenomination, renominalisation and

reconventioning provisions:

Not Applicable

34.Consolidation provisions:Not Applicable

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70-40674475

35.Governing Law:English

OTHER FINAL TERMS

36.Subordinated Notes:Not Applicable

37.Other final terms:See the Annex to this Pricing Supplement,

"Notes being issued as Sustainable

Development Goal Bonds"

For the avoidance of doubt:

(a) a failure by the Issuer to allocate and

use the proceeds of the Notes as described

in the Annex and the Framework or prepare

any periodic report as described in the

Annex or Framework;

(b) a failure by the Issuer to comply with

the Framework, the SDGs and/or the ICMA

Documents;

(c) a failure of any third party opinion,

assurance or certification provider to opine

on, assure or certify any periodic report or

the Framework; or

(d)any revision or withdrawal of any

opinion, assurance or certification of the

Notes, any periodic report or the

Framework for any reason,

will not be an Event of Default under the

Conditions of the Notes

DISTRIBUTION

38.(i)If syndicated, names of

Managers:

Joint Lead Managers:

Australia and New Zealand Banking Group

Limited

Barclays Capital Asia Limited

BNP Paribas

HSBC Bank plc

Co-Lead Managers:

DZ BANK AG Deutsche Zentral-

Genossenschaftsbank, Frankfurt am Main

Norddeutsche Landesbank – Girozentrale –

-6 -
70-40674475

(ii)Stabilising Manager (if any):HSBC Bank plc (in accordance with all

applicable laws and rules and outside

Australia)

39.If non-syndicated, name of Dealer:Not Applicable

40.Additional selling restrictions:Not Applicable

41.

US Selling Restrictions:Regulation S Category 2; TEFRA D Rules

42.Prohibition of Sales to EEA Retail

Investors:

Not Applicable

Signed on behalf of Australia and New Zealand Banking Group Limited:

By:

Duly Authorised Signatory/Attorney

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70-40674475

PART B – OTHER INFORMATION

1.

LISTING

Application is expected to be made by the Issuer for the Notes to be listed on the

Australian Securities Exchange with effect from or about the Issue Date

The Notes will not be transferred through, or registered on, the Clearing House

Electronic Sub-Register System ("CHESS") operated by ASX Settlement Pty Ltd (ABN

49 008 504 532) and will not be "Approved Financial Products" for the purposes of

that system. Interest in the Notes will instead be held in, and transferable through,

Euroclear Bank SA/NV or Clearstream Banking S.A.

No transfers will be made to retail clients (as defined in section 761G of the

Corporations Act 2001 of Australia) and no bids or offers may be made on an

Australian Securities Exchange trading platform with a value less than A$500,000 (or

its equivalent in an alternate currency)

3.

OPERATIONAL INFORMATION

ISIN Code:XS1774629346

Common Code:177462934

Any clearing system(s) other than

Euroclear Bank SA/NV and Clearstream

Banking, société anonyme and the relevant

identification number(s):

Not Applicable

Delivery:Delivery against payment

Names and addresses of additional Paying

Agent(s) or other Agent(s) (if any):

Not Applicable

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70-40674475

ANNEX TO THE PRICING SUPPLEMENT

NOTES BEING ISSUED AS SUSTAINABLE DEVELOPMENT GOAL BONDS

Use of Proceeds

The Issuer intends to use an amount equal to the net proceeds of the issue of the Notes (the

"Relevant Proceeds") to finance or refinance, in whole or in part:

(1)project

finance or corporate loans to projects and businesses ("Loan Assets"); or

(2)the Issuer's own operating or capital expenditures ("ANZ Expenditure"),

(together, referred to herein as "Eligible Assets") which, in each case, are determined by the

Issuer (in its absolute discretion) to fall within one or more of the Eligible Categories (as

defined below) and meet the process for evaluation and selection in accordance with the

Issuer's "ANZ Sustainable Development Goals (SDG) Bond Framework" dated February 2018

(the "Framework"). Certain further information in relation to the Framework is set out

below.

The term of any Eligible Assets to which Relevant Proceeds are allocated under the

Framework may be shorter or longer than the term of the Notes. Eligible Assets may mature,

be sold, repaid, prepaid or otherwise expire before or after the Maturity Date of the Notes. In

the case of any Relevant Proceeds allocated to an Eligible Asset that matures, is sold, repaid

or prepaid or otherwise expires before the Maturity Date of the Notes, the Issuer presently

intends to reallocate an amount equal to the face value of that Eligible Asset back to its own

account until the Maturity Date of the Notes or such time as the Issuer may allocate an

amount equal to such amounts to any other new or existing Eligible Assets in the Eligible

Categories in accordance with the Framework. If any Eligible Asset remains outstanding

after the Maturity Date of the Notes, the Issuer will not be required to terminate the funding

of such Eligible Asset by Relevant Proceeds on the Maturity Date of the Notes.

Payment of principal and interest on the Notes is not and will not be linked to any Eligible

Asset. No property interest or security interest in favour of any investor is created in any

Relevant Proceeds or any Eligible Asset.

Framework

In September 2015, the United Nations' General Assembly formally established 17

sustainable development goals (the "SDGs") to be addressed by 2030. The SDGs set a

common framework for public and private stakeholders to set their agendas and define their

policies and strategies over a 15 year period.

In June 2017, the International Capital Market Association's published documents entitled

"The Social Bond Principles 2017", "The Sustainability Bond Guidelines 2017" and "The

Green Bond Principles 2017" (together, the "ICMA Documents").

The Issuer presently understands that the Framework is consistent with the ICMA

Documents. The Issuer has procured: (i) a "second party opinion" dated February 2018 (the

"Sustainalytics Opinion") from Sustainalytics Australia Pty. Ltd. ("Sustainalytics"), a

provider of environment, social and governance (ESG) and corporate governance research

and ratings, confirming that, in the opinion of Sustainalytics, the Framework creates

meaningful impact, is transparent, credible and aligns with the ICMA Documents; and (ii) a

-9 -
70-40674475

reasonable assurance opinion dated 9 February 2018 (the "EY Assurance") from Ernst &

Young ("EY") confirming that, in EY's opinion, the Issuer's SDG bond issuance process

meets the requirements of the ICMA Documents in all material respects. The Issuer is under

no obligation to update the Framework.

Eligible Categories

The Relevant Proceeds will be used to finance or re-finance, in whole or in part, Eligible

Assets that are determined in the Issuer's absolute discretion to promote any of the SDGs

within one or more of the Eligible Categories (as defined below) subject to, and in

accordance with, the Framework (including, but not limited to, the eligibility criteria and the

process for evaluation and selection set out therein). The indicative Eligible Assets as at the

date of this Pricing Supplement are set out

below for information purposes only.

The "Eligible Categories" as at the date of this Pricing Supplement are set out in the

Framework. They comprise the following SDG targets:

Good Health and Well-being (SDG 3) - Reduce by one third premature mortality from

non-communicable diseases through prevention and treatment and promote mental health

and well-being. Strengthen the prevention and treatment of substance abuse, including

narcotic drug abuse and harmful use of alcohol. Achieve universal health coverage,

including financial risk protection, access to quality essential health-care services and

access to safe, effective, quality and affordable essential medicines and vaccines for all.

Quality Education (SDG 4) - Ensure equal access for all women and men to affordable

and quality technical, vocational and tertiary education, including university.

Substantially increase number of youth and adults who have relevant skills, including

technical and vocational skills, for employment, decent jobs and entrepreneurship

Eliminate gender disparities in education and ensure equal access to all levels of

education and vocational training for the vulnerable, including persons with disabilities,

indigenous peoples and children in vulnerable situations.

Clean Water and Sanitation (SDG 6) - Access to safe and affordable drinking water.

Access to adequate and equitable sanitation and hygiene. Improve Water Quality.

Increase water-use efficiency and reduce the number of people suffering from water

scarcity.

Affordable and Clean Energy (SDG 7) - Ensure universal access to affordable, reliable

and modern energy services. Increase substantially the share of renewable energy in the

global energy mix. Expand infrastructure and upgrade technology for supplying modern

and sustainable energy services for all in developing countries, in particular least

developed countries, small island developing States, and land-locked developing

countries.

Industry Innovation and Infrastructure (SDG 9) - Upgrade infrastructure and retrofit

industries to make them sustainable, with increased resource use efficiency and greater

adoption of clean and environmentally sound technologies and industrial processes.

Reduced inequalities (SDG 10) - Empower and promote the social, economic and

political inclusion of all, irrespective of age, sex, disability, race, ethnicity, origin,

religion or economic or other status.


Sustainable Cities and Communities (SDG 11) - Ensure access for all to adequate, safe

and affordable housing and basic services and upgrade slums. Provide access to safe,

affordable, accessible and sustainable transpo1t systems for all, improving road safety,

notably by expanding public transpo1t, with special attention to the needs of those m

vulnerable situations, women, children, persons with disabilities and older persons.


Responsible consumption and production (SDG 12) Environmentally sound

management of chemicals and all wastes throughout their life cycle, in accordance with

agreed international frameworks, and significantly reduce their release to air, water and

soil in order to minimize their adverse impacts on human health and the environment.

Substantially reduce waste generation through prevention, reduction, recycling and reuse


Climate Change (SDG 13) - Strengthen resilience and adaptive capacity to climate-related

hazards and natural disasters in all countries. Improve education, awareness-raising and

human and institutional capacity on climate change mitigation, adaptation, impact

reduction and early warning. Promote mechanisms for raising capacity for effective

climate change related planning and management in least developed countries and small

island developing States, including focusing on women, youth and local and marginalized

communities.

Indicative Eligible Assets

The indicative Eligible Assets as the date of this Pricing Supplement are set out below:

an,

GBPISBP Category

2

Access to essential services,

Socioe:.onomic advancement and

empowerment;

Affordable basic infrastructure

Access to essential services,

Socioe-:.onomic advancement and

empowerment

Renewable energy;

Energy efficiency

Green buildings

Socioe-:.onomic advancement and

empowerment

Affordable housing;

Affordable basic infrastructure;

Access to essentia l s ervices:

Clean transport

Unallocated Proceeds

Total

Asset/Type

Aged Care I Corporate

Aged Care I Corporate

Aged Care I Corporate

Hospital I Corporate

Hospital I Corporate

Hospital I Project Finance

Hospital I Project Finance

University - Studenl �ousing I

Project Financ3

Unrversity I Corpcrate

University I Corpcrate

Unrversity I Corporate

Renewable I Project Finance

Renewable I Project Finance

ANZ Cu111mt:!1l:iol Offil.t:!

Commercial Office I Corporate

Commercial Office I Corporate

Commercial Office I Corporate

Commercial Office I Corporate

Commercial Office I Corporate

ANZ Money Minded and Saver Plus

Clean Transport I Project Finance

Clean Transport I Project Finance

Location

Australia

VIC

Australia

OLD

Australia

NSW

NSW

Australia

NSW

VIC

NSW

OLD

QLD

VIC

NSW

WA

QLD

NSW

NT

Global

Australia

Australia

800m

142m

78m

308m

7m

115m

Om

1,450m

55_2%

9_8%

5-4%

21-2%

0-5%

7_9%

0%

100%

I

The above figures and other infonnation are based on available Eligible Assets as at the date of this

Pricing Supplement that may be financed or re-financed (in whole or in pati) by the Relevant Proceeds.

The above infonnation is indicative only and subject to change without notice.

2

"GBP" refers to "The Green Bond Principles 2017" and "SBP" refers to "The Social Bond Principles

2017" published by the International Capital Market Association in June 2017.

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70--40674475

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Documents Available

Subject

to applicable law, copies of the Framework, the Sustainalytics Opinion and EY

Assurance (subject to any applicable consent and confidentiality requirements) and periodic

progress reports prepared by the Issuer may be obtained by investors from the Issuer's

website, at

http://debtinvestors.anz.com. None of these documents or the contents of such

website are incorporated into, or form part of, either this Pricing Supplement or the

Information Memorandum.

Investor Considerations

No assurance is given by the Issuer or the Managers that the use of the proceeds of the issue

of the Notes as described above will satisfy, whether in whole or in part, any present or future

investor expectations

or requirements as regards any investment criteria or guidelines with

which such investor or its investments are required to comply, in particular with regard to any

direct or indirect sustainability impact of any projects or uses, the subject of or related to, any

Eligible Assets, eligible businesses and projects under the Framework.

While it is the intention of the Issuer to apply the Relevant Proceeds in the manner described

in this Pricing

Supplement, there can be no assurance that the relevant Eligible Assets,

businesses

and projects will be capable of being implemented in or substantially in such

manner and/or accordance with any timing schedule and that accordingly there is no

assurance that such proceeds will be totally or partially disbursed for such Eligible Assets,

projects or

businesses. Nor can there be any assurance that any Eligible Assets, eligible

businesses and projects will be completed within any specified period or at all or with the

results or

outcome as originally expected or anticipated by the Issuer. Any such event as

described above or failure by the Issuer to comply with the Framework, the SDGs, the ICMA

Documents or a breach of any representation, warranty and undertaking described in this

Annex will not constitute an Event of Default under the Notes.

Furthermore, it should be noted that there is currently no clear definition (legal, regulatory or

otherwise) of, nor market consensus

as to what constitutes, a "green", "social" or

"sustainable" project, or as to what precise attributes are required for a particular project to be

defined as "green", "social" or "sustainable", nor can any assurance be given that such a clear

definition or consensus will develop over time. Accordingly, no assurance is or can be given

to investors that any project(s)

or use(s) the subject of, or related to, any Eligible Assets,

eligible businesses and projects under the Framework will meet any or all investor

expectations regarding such "sustainable" performance objectives or that any adverse impacts

will not occur during the implementation of any project(s) or use(s) the subject of, or related

to, any Eligible Assets, eligible businesses and projects.

No assurance

or representation is given as to the suitability or reliability for any purpose

whatsoever of any opinion, assurance or certification of any third party (whether or not

solicited by the Issuer) which may be made available in connection with the issue of the

Notes and in particular with any Eligible Assets, eligible businesses and projects to fulfil any

sustainability and/or other criteria. For the avoidance of doubt, any such opinion, assurance or

certification

is not, nor should be deemed to be, a recommendation by the Issuer, the

Managers or any other person to buy, sell or hold any Notes, may be subject to revision or

-12 -
70-40674475

withdrawal at any time and would only be current as of the date that it was initially issued.

Prospective investors must determine for themselves the relevance of any such opinion,

assurance or certification and/or the information contained therein and/or the provider of such

opinion, assurance or certification for the purpose of any investment in the Notes. Currently,

Sustainalytics is not subject to any specific regulatory or other regime or oversight and the

Sustainalytics Opinion is provided for information purposes only and on a no liability basis.

The EY Assurance is subject to the specific scope, limitations, assumptions and qualifications

set out in it, including that EY does not accept or assume any responsibility to any third

parties.

Opinions, assurances and certifications may not reflect the potential impact of all risks related

to the structure, market, additional risk factors discussed above and other factors that may

affect the value of the Notes, are not a recommendation to buy, sell or hold the Notes, may be

revised or withdrawn at any time and are only current as of the date initially issued.

Any such event or failure to apply the Relevant Proceeds of the issue of the Notes for any

project(s) or use(s), including any Eligible Assets, eligible businesses and projects, and/or

revision or withdrawal of any opinion, assurance or certification as described above or any

such opinion, assurance or certification attesting that the Issuer is not complying in whole or

in part with any matters for which such opinion, assurance or certification is opining, assuring

or certifying on and/or the Notes no longer being listed or admitted to trading on any stock

exchange or securities market as aforesaid may have a material adverse effect on the value of

such Notes and also potentially the value of any other Notes which are intended by the Issuer

to finance Eligible Assets, eligible businesses and projects and/or result in adverse

consequences for certain investors with portfolio mandates to invest in securities to be used

for a particular purpose.

In no circumstances will any failure by the Issuer to allocate and use the Relevant

Proceeds for Eligible Assets in accordance with the Framework or the Issuer's failure to

prepare any periodic report, or the failure of Sustainalytics, EY or any other third party

opinion, assurance or certification provider to opine on, assure or certify any periodic

report or the Framework or any revision or withdrawal of any opinion, assurance or

certification of the Notes, any periodic report or the Framework for any reason constitute

an Event of Default with respect to the Notes. Any such failure, however, may affect the

value of the Notes and/or have adverse consequences for certain investors with portfolio

mandates to invest in sustainable and green assets.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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