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Notice under wholesale USD30B Global Covered Bond Programme

Debt Issuance19 November 2018ANZFinancials

20 November 2018
Notice under wholesale U.S.$30,000,000,000 ANZ Global

Covered Bond Programme

Attached is a copy of a notice sent via the U.S. Depositary Trust Company to holders of the wholesale

ASX listed USD 1,250,000,000 2.05 per cent Series 2015-1 Covered Bonds due 27 May 2020.

Yours faithfully

Simon Pordage

Company Secretary

Company Secretary’s Office

ANZ Centre Melbourne, Level 9, 833 Collins St, Docklands, VIC 3008

Phone: +61 3 9273 5555 | Fax: +61 3 8542 5252

www.anz.com

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

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
COVERED BONDHOLDERS. IF COVERED BONDHOLDERS ARE IN ANY DOUBT AS TO THE

ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL

ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR

OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER

IMPORTANT NOTICE TO THE HOLDERS OF

USD1,250,000,000 2.05 PER CENTSERIES 2015-1 COVERED BONDS

DUE 27May 2020

(ISIN: US05252EAD58, US05252FAD24)

(the "Existing Covered Bonds")

issued pursuant to

the Australia and New Zealand Banking Group Limited U.S.$ 30,000,000,000 ANZ Global Covered

Bond Programme (the "Programme")

NOTICE IS HEREBY GIVEN to the holders of the Existing Covered Bonds as follows:

19November 2018.

1.We, Australia and New Zealand Banking Group Limited (the "Issuer") refer to the bond trust deed

dated 14 November 2011 and made between the Issuer, Perpetual Corporate Trust Limited, as

Covered Bond Guarantor, ANZ Capel Court Limited, as Trust Manager and DB Trustees (Hong

Kong) Limited ("Bond Trustee") as amended and supplemented on 22 November 2012 and further

amended and restated on 15 November 2013 and further amended and supplemented on 10

November 2014and further amended and supplemented on 8 November 2016and further amended

and restated on 9 November 2018("Bond Trust Deed"). All words and expressions defined in the

Bond Trust Deed or the Definitions Schedule (as defined in the Bond Trust Deed), as supplemented,

amended or restated from time to time shall (save as otherwise provided herein or unless the context

otherwise requires) have the same meanings in this notice.

2.In this notice:

(a)“Effective Date” means 9 November 2018; and

(b)“Amending Deed” means Amending Deed No.6 dated 9 November 2018 between, among

others,the Issuer, Perpetual Corporate Trust Limited, as Covered Bond Guarantor, ANZ

Capel Court Limited, as Trust Manager and the Bond Trustee.

3.This notice is given to all Covered Bondholders in accordance with:

(a)clause 22.6 of the Security Trust Deed; and

(b)clause21.1 of the Bond Trust Deed.

Amendments to Programme Documents

4.Clause 8.1(d) (Termination events) of the Account Bank Agreement isamended as set out in the

Amending Deed. This amendment took effect on the Effective Date.

5.A new clause 23 (Privacy) is inserted into the Mortgage Sale Agreement and an amendment is made
to paragraph 14 of Schedule 1 (Representations and Warranties) of the Mortgage Sale Agreementas

set out in the Amending Deed. These amendments took effect on the Effective Date.

6.Clause 13 (Use of data) of the Servicing Deed is replaced with a new clause 13 (Privacy), clause

14.1(h) (Covenants of the Servicer) ofthe Servicing Deed is amended and references in the

Servicing Deed to “Transaction Documents” are replaced with references to “Programme

Documents”as set out in the Amending Deed. These amendments took effect on the Effective Date.

7.The definition of “Approved External Dispute Resolution Scheme” is amended and definitions of

“Eligible Data Breach”, “Personal Information”, “Privacy Act”, “Privacy Commissioner”, “Privacy

Laws” and “Reference Rate”inserted as set out in the Amending Deed. These amendments took

effect on the Effective Date.

8.Copies of the Amending Deed are availableduring usual business hours on any weekday (Saturdays,

Sundays and public holidays excepted), fromthe offices of the Covered Bond Paying Agent and the

Issuer as set out below:

Covered Bond Paying Agent

Deutsche Bank AG, Hong Kong Branch

Level 52

International Commerce Centre

1 Austin Road West

Kowloon, Hong Kong

The Issuer

Australia and New Zealand Banking Group Limited

ANZ Centre Melbourne

Level 9, 833 Collins Street

Docklands VIC 3008

Australia

9.Any queries in relation to the matters set out in this notice should be directed to:

Head of Group Funding

Australia and New Zealand Banking Group Limited

ANZ Centre Melbourne

Level 9, 833 Collins Street

Docklands VIC 3008

Australia

Telephone: +61 3 8655 3860

Email: funding@anz.com

This notice is given by:

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

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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