ASX Cleansing Notice Wholesale Subordinated Notes

Australia and New Zealand Banking Group Limited ABN 11 005 357 522
News Release
For release: 26 July 2019
Issue of A$1,750,000,000 Floating Rate
Subordinated Notes
Notice under section 708A(12H)(e) of the
Corporations Act 2001 (Cwlth)
Today Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (“Issuer”)
will issue A$1,750,000,000 subordinated notes due 26 July 2029 pursuant to its Australian
dollar debt issuance programme (the “Subordinated Notes”).
The Subordinated Notes convert into fully paid ordinary shares of the Issuer (“Ordinary
Shares”) where the Australian Prudential Regulation Authority (“APRA”) determines this to
be necessary on the grounds that the Issuer would otherwise become non-viable.
This notice is a cleansing notice prepared for the purposes of section 708A(12H)(e) of the
Corporations Act 2001 (Cwlth) (“Corporations Act”) (as inserted by ASIC Corporations
(Regulatory Capital Securities) Instrument 2016/71) to enable Ordinary Shares or Approved
NOHC
1
Ordinary Shares issued on conversion of the Subordinated Notes to be freely
tradeable without further disclosure and includes in the Schedule commercial particulars of
the Subordinated Notes, extracted from the Pricing Supplement for the Subordinated Notes
dated 25 July 2019.

A description of the rights and liabilities attaching to the Subordinated Notes is contained in
the “Conditions of the Securities” section of the Information Memorandum dated 15 October
2018 that was lodged with the Australian Securities Exchange (“ASX”) on that day
(“Information Memorandum”). A description of the rights and liabilities attaching to
Ordinary Shares is set out in the Information Memorandum.
Words and expressions defined in the Information Memorandum have the same meanings in
the remainder of this cleansing notice unless the contrary intention appears.
The issue of Subordinated Notes by the Issuer will not have a material impact on the
Issuer’s financial position. If a Non-Viability Trigger Event occurs and the Issuer issues
Ordinary Shares, the impact of Conversion on the Issuer would be to increase the Issuer’s
shareholders’ equity. The number of Ordinary Shares issued on Conversion is limited to the
Maximum Conversion Number. The Maximum Conversion Number is 181.0282 Ordinary
Shares per Subordinated Note (with a Principal Amount of A$1,000), based on the Issue
Date VWAP
2
of A$27.62.
As a disclosing entity, the Issuer is subject to regular reporting and disclosure obligations
under the Corporations Act and ASX Listing Rules. Broadly, these obligations require the

1
Non-operating holding company. Refer to the Information Memorandum for the meaning of “Approved NOHC
Ordinary Shares” in the context of the Subordinated Notes.

2
Average of the daily volume weighted average sale prices of ANZ ordinary shares. Refer to the Information
Memorandum for the meaning of “Issue Date VWAP” in the context of the Subordinated Notes.

Issuer to prepare and lodge with the Australian Securities and Investments Commission
(“ASIC”) both yearly and half yearly financial statements and to report on its operations
during the relevant accounting period, and to obtain an audit or review report from its
auditor.
Copies of documents lodged with ASIC may be obtained from or inspected at an ASIC office.
The Issuer must ensure that the ASX is continuously notified of information about specific
events and matters as they arise for the purposes of ASX making the information available
to the Australian securities market. In this regard, the Issuer has an obligation under the
ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any
information concerning it of which it becomes aware, which a reasonable person would
expect to have a material effect on the price or value of its quoted securities.
The Issuer will provide a copy of any of the following documents free of charge to any
person who requests a copy before the Subordinated Notes are issued:
 the Information Memorandum;
 any continuous disclosure notices given by the Issuer in the period after the lodgement
of the annual financial report of the Issuer for the year ended 30 September 2018 and
before the date of this notice;
 the Issuer’s consolidated financial report and dividend announcement for the half year
ended 31 March 2019;
 the Issuer’s annual financial report for the year ended 30 September 2018; and
 the Issuer’s constitution.

All written requests for copies of the above documents should be addressed to:
Investor Relations Department
Australia and New Zealand Banking Group Limited
ANZ Centre Melbourne
Level 10
833 Collins Street
Docklands Vic 3008

This notice is not a prospectus or other disclosure document in relation to the Subordinated
Notes, and does not constitute an offer or invitation for the Subordinated Notes or any
Ordinary Shares for issue or sale in Australia. Subordinated Notes are only available for sale
to persons in Australia in circumstances where disclosure is not required in accordance with
Part 6D.2 and the sale is not to a retail client for the purposes of Chapter 7 of the
Corporations Act.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES OF AMERICA
The securities have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (“US Securities Act”) or the securities laws of any state of the United
States or any jurisdiction, and the securities may not be offered or sold in the United States
or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under
the US Securities Act) unless an exemption from the registration requirements of the US
Securities Act is available and the offer and sale is in accordance with all applicable state
securities laws of any state of the United States. This notice is not an offer or invitation to
any U.S. persons.

SCHEDULE - Commercial particulars of the Subordinated Notes
This description is extracted from the Pricing Supplement.

1
Issuer: Australia and New Zealand Banking Group Limited
2 (i) Series Number:
140
(ii) Tranche Number:
1

(if fungible with an existing Series, include details of
that Series, including the date on which the Securities
become fungible)

3
Specified Currency:
Australian Dollars (“A$”)
4
Aggregate Principal Amount: A$1,750,000,000

(i) Tranche: A$1,750,000,000

(ii) Series: A$1,750,000,000
5
(i) Issue Price: 100.00 per cent. of the Aggregate Principal Amount

(ii) Net proceeds: A$1,750,000,000
6
Specified Denomination(s) (and Principal Amount): A$1,000 in each case as it may be adjusted in
accordance with Condition 5A.4
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) unless the offer or invitation otherwise 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).
7 (i) Issue Date:
26 July 2019
(ii) Interest Commencement Date:
Issue Date
8
Maturity Date:
Interest Payment Date falling on or nearest to 26 July
2029
9
Interest Basis: 3 month BBSW + 2.00 per cent. per annum Floating 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: Issuer Call Option
(Further particulars specified below)
13
Status of the Securities: Subordinated Notes
14
Listing: None
15
Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16
Fixed Rate Security Provisions: Not Applicable
17
Floating Rate Security Provisions: Applicable

(i) (a) Interest Period(s):

Not Applicable (For the avoidance of doubt, the definition
in Condition 1.1 applies)
(b) Interest Payment Dates:
26 July, October, January and April in each year
commencing on 26 October 2019 up to (and including)
the earlier of either the Optional Redemption Date or the
Maturity Date, in each case subject to adjustment in
accordance with the Business Day Convention

(c) Interest Period Date if not an Interest Payment
Date:
Not Applicable
(ii) Business Day Convention:
Modified Following Business Day Convention

(iii) Manner in which the Rate(s) of Interest is/are to be
determined:
Screen Rate Determination
(iv) Calculation Agent responsible for calculating the
Rate(s) of Interest and Interest Amount(s):
Australia and New Zealand Banking Group Limited
(v) Screen Rate Determination:
Applicable

- Reference Rate: BBSW


- Interest Determination Date(s):
The first day of each Interest Period

- Relevant Screen Page: BBSW Page

- Relevant Time: 10:30 am

- Relevant Financial Centre: Sydney

- Reference Banks: Not Applicable
(vi) Margin(s):
+ 2.00 per cent. per annum
(vii) Minimum Rate of Interest:
Not Applicable
(viii) Maximum Rate of Interest:
Not Applicable
(ix) Rate Multiplier
Not Applicable
(x) Day Count Fraction:
Actual/365 (fixed)
(xi) Fall back provisions, rounding provisions,
denominator and any other terms relating to the
method of calculating interest on Floating Rate
Securities, if different from those set out in the
Conditions:
Not Applicable
18
Zero Coupon Security Provisions: Not Applicable
19
Linear interpolation: Not Applicable
20
Index-Linked Interest Security Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION
21
Call Option: Applicable
Any early redemption will be subject to the prior written
approval of APRA.
(i) Option Exercise Date(s) (if other than as set out in
the Conditions):
As set out in Condition 5.4
(ii) Optional Redemption Date(s):
26 July 2024 and every Interest Payment Date thereafter
up to (but excluding) the Maturity Date, in each case
subject to adjustment in accordance with the Business

Day Convention
The Optional Redemption Date must not be earlier than 5
years from the Issue Date.
(iii) Optional Redemption Amount(s) and method, if
any, of calculation of such amount(s):
Redemption at Par, as it may be adjusted in accordance
with Condition 5A.4
(iv) If redeemable in part:
Not Applicable
(a) Minimum Redemption Amount:
Not Applicable
(b) Maximum Redemption Amount:
Not Applicable
22
Put Option: Not Applicable
23
Final Redemption Amount: Par, as it may be adjusted in accordance with Condition
5A.4
24
Early Redemption Amount:
Early Redemption Amount(s) payable on redemption
for taxation reasons, or a Regulatory Event (if
applicable, for Subordinated Notes only) or on Event of
Default and/or the method of calculating the same (if
required or if different from that set out in the
Conditions):
Par, as it may be adjusted in accordance with Condition
5A.4
25
Redemption for Regulatory Event (Subordinated Notes
only):
Applicable
Any early redemption will be subject to the prior written
approval of APRA.
26
Redemption for taxation reasons: Any early redemption will be subject to the prior written
approval of APRA.

Condition 5.2(i): Applicable (Note that Condition 5.2(i) applies
automatically).

Condition 5.2(ii) (Subordinated Notes only): Applicable

Condition 5.2(iii) (Subordinated Notes only): Applicable
PROVISIONS APPLICABLE TO SUBORDINATED NOTES
27
Subordinated Notes: Applicable
28
Write-Off: Not Applicable
(Where “Not Applicable” is specified at this paragraph 28,
this is without prejudice to the application of Condition
5B.5 where “Applicable” is specified at paragraph 29)
29
Conversion: Applicable

(i) CD:
(ii) VWAP Period:
1.00%
5 Business Days
30
Alternative Conversion Number: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
31
Form of Securities: Registered
32
Record Date: 7 days
33
Additional Financial Centre(s) (for the purposes of the
“Business Day” definition) or other special provisions
relating to Interest Payment Dates:
Not Applicable

34
Public Offer Test compliant: Yes
35 Details relating to Instalment Notes, including
Instalment Amount(s) and Instalment Date(s):
Not Applicable
36
Consolidation provisions: Not Applicable
37
Governing law: State of Victoria and Commonwealth of Australia
38
Other terms or special conditions: Applicable
Conditions 4.2(ii)(z) and 4.2(ii)(cc) are amended in each
case by adding the words “in the case of the Medium
Term Notes only,” before the words “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).”
In Condition 4.2(iv), immediately under paragraph (c),
add the following:
“In the case of Subordinated Notes only, any Successor
Reference Rate determined by the Calculation Agent in
accordance with paragraph (a) above, and any terms and
other relevant methodology for calculating such
Successor Reference Rate (including any adjustment
factor to the Successor Reference Rate) determined by
the Calculation Agent in accordance with paragraph (b)
above, will be subject to the prior written approval of
APRA having been obtained in each case.”
In Condition 4.2(v), after the words “make such
determination in its discretion”, insert the words “(subject,
in the case of Subordinated Notes only, to the
requirement for APRA’s prior written approval as
specified in Condition 4.2(iv) above)”.
In Condition 5.2, in the first paragraph, delete the words
“on or” before the words “after the Issue Date”.
In Condition 5B.1, at the beginning of the second
paragraph, replace the words “From the Trigger Event
Date,” with the words “On and from the Trigger Event
Date,”.
In Condition 5D.2(iv), replace the words “necessary and
appropriate” with the words “necessary or appropriate”.
DISTRIBUTION
39
If syndicated, names of Lead Managers and the
Dealers:
Not Applicable
40
If non-syndicated, name of Dealer: Australia and New Zealand Banking Group Limited
41
Additional selling restrictions: Applicable
The selling restriction set out in the Information
Memorandum in the section “Subscription and Sale”
under “Singapore” is deleted and replaced with:
This Information Memorandum has not been registered
as a prospectus with the Monetary Authority of
Singapore. Accordingly, this Information Memorandum
and any other document or material in connection with
the offer or sale, or invitation for subscription or purchase,
of the Securities may not be circulated or distributed, nor
may the Securities be offered or sold, or be made the
subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore
other than (i) to an institutional investor (as defined in the

SFA) under Section 274 of the SFA, (ii) to a relevant
person (as defined in Section 275(2) of the SFA)
pursuant to Section 275(1), or any person pursuant to
Section 275(1A), and in accordance with the conditions
specified in Section 275, of the SFA, and (where
applicable) Regulation 3 of the Securities and Futures
(Classes of Investors) Regulations 2018 or (iii) otherwise
pursuant to, and in accordance with the conditions of, any
other applicable provision of the SFA.
Where the Securities are subscribed or purchased under
Section 275 of the SFA by a relevant person which is:
(a) a corporation (which is not an accredited investor
(as defined in the SFA)) the sole business of which
is to hold investments and the entire share capital
of which is owned by one or more individuals, each
of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited
investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an
individual who is an accredited investor,
the securities or securities-based derivatives contracts
(each as defined in Section 2(1) of the SFA) of that
corporation or the beneficiaries’ rights and interest
(howsoever described) in that trust shall not be
transferred within six months after that corporation or that
trust has acquired the Securities pursuant to an offer
made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person,
or to any person arising from an offer referred to in
Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the
transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities
and Futures (Offers of Investments) (Securities
and Securities-based Derivatives Contracts)
Regulations 2018.
Any reference to the SFA is a reference to the Securities
and Futures Act, Chapter 289 of Singapore and a
reference to any term as defined in the SFA or any
provision in the SFA is a reference to that term as
modified or amended from time to time including by such
of its subsidiary legislation as may be applicable at the
relevant time.

OPERATIONAL INFORMATION
42
ISIN:
AU3FN0049128
43
Common Code:
203286619
44
Any clearing system(s) other than Austraclear and the
relevant identification number(s):
The Securities will be lodged in the Australcear System.
Securities may also be held and transacted in the
Euroclear and Clearstream systems.