Appendix 3B

This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities

+ See chapter 19 for defined terms
18 July 2020 Page 1
Appendix 3B
Proposed issue of +securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are
in an existing class of security, and the event timetable includes rights (or entitlement for non-
renounceable issues), and deferred settlement trading or a representation of such, ASX requires the
issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading.
This code will be different to the existing class. If the securities do not rank equally with the existing
class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.
Further information on the requirement for the notification of an ISIN is available from the Create
Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named)
give ASX the following
information about a proposed
issue of
+
securities and, if ASX
agrees to
+
quote any of the
+
securities (including any
rights) on a
+
deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules
Australia and New Zealand Banking Group Limited
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
ABN 11 005 357 522
1.3 *ASX issuer code ANZ
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous announcement
☐ A cancellation of a previous announcement
1.4a *Reason for update
Mandatory only if “Update” ticked in
Q1.4 above. A reason must be
provided for an update.

1.4b *Date of previous
announcement to this update
Mandatory only if “Update” ticked in
Q1.4 above.

+ See chapter 19 for defined terms
18 July 2020 Page 2
1.4c *Reason for cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.

1.4d *Date of previous
announcement to this
cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.

1.5 *Date of this announcement 21 December 2020
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your ASX listings compliance
adviser if you are unsure.

☐ A +bonus issue (complete Parts 2 and 8)
☐ A standard +pro rata issue (non-renounceable or
renounceable) (complete Q1.6a and Parts 3 and 8)
☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
☐ An offer of +securities under a +securities purchase
plan (complete Parts 4 and 8)
☐ A non-+pro rata offer of +securities under a
+disclosure document or +PDS (complete Parts 5 and 8)
☐ A non-+pro rata offer to wholesale investors under an
information memorandum (complete Parts 6 and 8)
☒ A placement or other type of issue (complete Parts 7 and
8)
1.6a *The proposed standard +pro
rata issue is:
Answer this question if your response
to Q1.6 is “A standard pro rata issue
(non-renounceable or renounceable).”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Non-renounceable
☐ Renounceable
1.6b *The proposed accelerated
offer is:
Answer this question if your response
to Q1.6 is “An accelerated offer”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Accelerated non-renounceable entitlement offer
(commonly known as a JUMBO or ANREO)
☐ Accelerated renounceable entitlement offer
(commonly known as an AREO)
☐ Simultaneous accelerated renounceable entitlement
offer (commonly known as a SAREO)
☐ Accelerated renounceable entitlement offer with dual
book-build structure (commonly known as a
RAPIDS)
☐ Accelerated renounceable entitlement offer with retail
rights trading (commonly known as a PAITREO)

+ See chapter 19 for defined terms
18 July 2020 Page 3

Part 7 – Details of proposed placement or other issue
If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities
proposed to be issued in Part 8.
Part 7A – Proposed placement or other issue – conditions
Question
No.
Question Answer
7A.1 *Are any of the following approvals required
for the placement or other type of issue?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
No
7A.1a Conditions
Answer these questions if your response to 7A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please answer “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval

Court approval
Lodgement of court
order with +ASIC

ACCC approval
FIRB approval
Other (please specify
in comment section)

Part 7B – Details of proposed placement or other issue - issue details
Question
No.
Question Answer
7B.1 *Class of +securities to be offered under the
placement or other issue (please enter both
the ASX security code & description)
AUD 195,000,000 2.92 per cent. Fixed Rate
Subordinated Notes due December 2040
(the “Notes”)

+ See chapter 19 for defined terms
18 July 2020 Page 4
7B.2 Number of +securities proposed to be
issued
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include
the number of securities based on the variable as at
the date the Appendix 3B is lodged with ASX and add
a note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of
this form making it clear that this number is based on
the variable as at the date of the Appendix 3B and that
it may change.
Aggregate principal amount of AUD
195,000,000 issued in denominations of
AUD 200,000 and integral multiples of AUD
2,000 in excess thereof
7B.3 *Are the +securities proposed to be issued
being issued for a cash consideration?
If the securities are being issued for nil cash consideration, answer
this question “No”.
Yes
7B.3a *In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q7B.3 is
“Yes”.
AUD
7B.3b *What is the issue price per +security
Answer this question if your response to Q7B.3 is “Yes”
and by reference to the issue currency provided in your
response to Q7B.3a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.3 as “No” and complete Q7B.3d.
100% of the aggregate principal amount of
the Notes (issued in denominations of AUD
200,000 and integral multiples of AUD
2,000)
7B.3c
AUD equivalent to issue price amount per
+security
Answer this question if the currency is non-AUD

7B.3d Please describe the consideration being
provided for the +securities
Answer this question if your response to Q7B.3 is “No”.

7B.3e Please provide an estimate of the AUD
equivalent of the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.

Part 7C – Proposed placement or other issue – timetable
Question
No.
Question Answer
7C.1 *Proposed +issue date 22 December 2020

+ See chapter 19 for defined terms
18 July 2020 Page 5
Part 7D – Proposed placement or other issue – listing rule requirements
Question
No.
Question Answer
7D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
No
7D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “Yes”.

7D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
No
7D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question the issuer is an ASX Listing, your
response to Q7D.1 is “No” and if your response to
Q7D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.

7D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
No
7D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.

+ See chapter 19 for defined terms
18 July 2020 Page 6
7D.1c(ii) *Please explain why the entity has chosen
to do a placement or other issue rather than
a +pro rata issue or an offer under a
+security purchase plan in which existing
ordinary +security holders would have been
eligible to participate
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.

7D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
Answer this question if the issuer is an ASX Listing.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
No
7D.3 *Will any of the +securities to be issued be
+restricted securities for the purposes of the
listing rules?
Note: the entity should not apply for quotation of
restricted securities
No
7D.3a *Please enter, the number and +class of the
+restricted securities and the date from
which they will cease to be +restricted
securities
Answer this question if your response to Q7D.3 is
“Yes”.

7D.4 *Will any of the +securities to be issued be
subject to +voluntary escrow?
No
7D.4a *Please enter the number and +class of the
+securities subject to +voluntary escrow
and the date from which they will cease to
be subject to +voluntary escrow
Answer this question if your response to Q7D.4 is
“Yes”.

Part 7E – Proposed placement or other issue – fees and expenses
Question
No.
Question Answer
7E.1 *Will there be a lead manager or broker to
the proposed issue?
Yes
7E.1a *Who is the lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
Australia and New Zealand Banking Group
Limited ABN 11 005 357 522

7E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
0.28% of the aggregate principal amount of
the Notes
7E.2 *Is the proposed issue to be underwritten? No
7E.2a *Who are the underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.

+ See chapter 19 for defined terms
18 July 2020 Page 7
7E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the issue that is
underwritten)?
Answer this question if your response to Q7E.2 is
“Yes”.

7E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.

7E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q7E.2 is
“Yes”.
Note: You may cross-refer to a covering
announcement or to a separate annexure with this
information.

7E.3 *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed issue?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q7E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.

7E.3a *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.

7E.3b *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.

7E.3c *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.

7E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed issue
Not Applicable

+ See chapter 19 for defined terms
18 July 2020 Page 8
Part 7F – Proposed placement or other issue – further information
Question
No.
Question Answer
7F.1 *The purpose(s) for which the entity is
issuing the securities
You may select one or more of the items in the list.
☐ To raise additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☒ Other [provide details below]
Additional details:
The net proceeds from the issue will be
used by ANZ for its general corporate
purposes.
7F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue proceeds?
No
7F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue proceeds
Answer this question if your response to Q7F.2 is
“Yes”.

7F.3 Any other information the entity wishes to
provide about the proposed issue
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.
Interests in the Notes will be instead held in,
and transferrable 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 AUD 500,000 (or its equivalent in an
alternate currency).

+ See chapter 19 for defined terms
18 July 2020 Page 9
Part 8 – details of +securities proposed to be issued
Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to
issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each
class of security proposed to be issued.
Part 8A – type of +securities proposed to be issued
Question
No.
Question Answer
8A.1 *The +securities proposed to be issued are:
Tick whichever is applicable
Note: SPP offers must select “existing quoted class”
☐ Additional +securities in a class that is
already quoted on ASX ("existing
quoted class")
☐ Additional +securities in a class that is
not currently quoted, and not intended
to be quoted, on ASX ("existing
unquoted class")
☒ New +securities in a class that is not yet
quoted, but is intended to be quoted, on
ASX ("new quoted class")
☐ New +securities in a class that is not
quoted, and not intended to be quoted,
on ASX ("new unquoted class")
Note: If the +securities referred to in this form are being offered under a +disclosure document or
+PDS and the entity selects the first or third option in its response to question 8A.1 above (existing
quoted class or new quoted class), then by lodging this form with ASX, the entity will be taken, for the
purposes of sections 711(5) and 1013H (as applicable) of the Corporations Act, to have applied for
quotation of those +securities. However, once the final number of +securities offered under the
+disclosure document or +PDS is known, the entity must complete and lodge with ASX an
Appendix 2A applying for the quotation of that number of +securities.
Part 8B – details of +securities proposed to be issued (existing quoted class or
existing unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.
Question
No.
Question Answer
8B.1 *ASX security code & description
8B.1a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities are non CDIs)

8B.2a *Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?

8B.2b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8B.2a is
“No”.

+ See chapter 19 for defined terms
18 July 2020 Page 10
8B.2c *Provide the actual non-ranking end date
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “Yes”.

8B.2d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “No”.

8B.2e *Please state the extent to which the
+securities do not rank equally:
 in relation to the next dividend,
distribution or interest payment; or
 for any other reason
Answer this question if your response to Q8B.2a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment or they
may not be entitled to participate in some other event,
such as an entitlement issue.

Part 8C – details of +securities proposed to be issued (new quoted class or new
unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.
Question
No.
Question Answer
8C.1 *+Security description
The ASX security code for this security will be
confirmed by ASX in due course.
AUD 195,000,000 2.92 per cent. Fixed
Rate Subordinated Notes due December
2040
8C.2 *Security type
Select one item from the list.
Please select the most appropriate security type from
the list. This will determine more detailed questions to
be asked about the security later in this section. Select
“ordinary fully or partly paid shares/units” for stapled
securities or CDIs. For interest rate securities, please
select the appropriate choice from either “Convertible
debt securities” or “Non-convertible debt securities”
(tradeable securities); or “Wholesale debt securities”
(non-tradeable). Select “Other” for performance
shares/units and performance options/rights or if the
selections available in the list do not appropriately
describe the security being issued.
☐ Ordinary fully or partly paid shares/units
☐ Options
☐ +Convertible debt securities
☐ Non-convertible +debt securities
☐ Redeemable preference shares/units
☒ Wholesale debt securities
☐ Other
8C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are proposing to issue a new
class of securities other than CDIs. See also the note
at the top of this form.
XS2276590507
8C.3a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities are non CDIs)

8C.4a *Will all the +securities proposed to be
issued in this class rank equally in all
respects from the issue date?
Yes

+ See chapter 19 for defined terms
18 July 2020 Page 11
8C.4b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8C.4a is
“No”.

8C.4c *Provide the actual non-ranking end date
Answer this question if your response to Q8C.5a is
“No” and your response to Q8C.4b is “Yes”.

8C.4d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8C.4a is
“No” and your response to Q8C.4b is “No”.

8C.4e *Please state the extent to which the
+securities do not rank equally:
 in relation to the next dividend,
distribution or interest payment; or
 for any other reason
Answer this question if your response to Q8C.4a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.

8C.5 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities
proposed to be issued or provide the
information by separate announcement.
You may cross-reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.
Attached is the Pricing Supplement dated
21 December 2020 relating to the issue of
the Notes. Please also see the Information
Memorandum for ANZ’s $60,000,000,000
Euro Medium Term Note Programme dated
20 November 2020 attached to ANZ’s
Appendix 3B lodged with ASX on 16
December 2020.
8C.6 *Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.
Not Applicable
8C.7a
Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected this security type in your response to Question 8C.2.
*+Security currency
This is the currency in which the face amount of an
issue is denominated. It will also typically be the
currency in which distributions are declared.

*Will there be CDIs issued over the
+securities?

+ See chapter 19 for defined terms
18 July 2020 Page 12
*CDI ratio
Answer this question if you answered “Yes” to the
previous question. This is the ratio at which CDIs can
be transmuted into the underlying security (e.g. 4:1
means 4 CDIs represent 1 underlying security whereas
1:4 means 1 CDI represents 4 underlying securities).

*Is it a partly paid class of +security?
*Paid up amount: unpaid amount
Answer this question if answered “Yes” to the previous
question.
The paid up amount represents the amount of
application money and/or calls which have been paid
on any security considered ‘partly paid’
The unpaid amount represents the unpaid or yet to be
called amount on any security considered ‘partly paid’.
The amounts should be provided per the security
currency (e.g. if the security currency is AUD, then the
paid up and unpaid amount per security in AUD).

*Is it a stapled +security?
This is a security class that comprises a number of
ordinary shares and/or ordinary units issued by
separate entities that are stapled together for the
purposes of trading.

8C.7b
Option details
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
*+Security currency
This is the currency in which the exercise price is
payable.

*Exercise price
The price at which each option can be exercised and
convert into the underlying security.
The exercise price should be provided per the security
currency (i.e. if the security currency is AUD, the
exercise price should be expressed in AUD).

*Expiry date
The date on which the options expire or terminate.

*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if an option is exercised
For example, if the option can be exercised to receive
one fully paid ordinary share with ASX security code
ABC, please insert “One fully paid ordinary share
(ASX:ABC)”.

8C.7c
Details of non-convertible +debt securities, +convertible debt securities, or
redeemable preference shares/units
Answer the questions in this section if you selected one of these security types in your response to Question
Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section

+ See chapter 19 for defined terms
18 July 2020 Page 13
*Type of +security
Select one item from the list
☐ Simple corporate bond
☐ Non-convertible note or bond
☐ Convertible note or bond
☐ Preference share/unit
☐ Capital note
☐ Hybrid security
☐ Other
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.

*Face value
This is the principal amount of each security.
The face value should be provided per the security
currency (i.e. if security currency is AUD, then the face
value per security in AUD).

*Interest rate type
Select one item from the list
Select the appropriate interest rate type per the terms
of the security. Definitions for each type are provided in
the Guide to the Naming Conventions and Security
Descriptions for ASX Quoted Debt and Hybrid
Securities
☐ Fixed rate
☐ Floating rate
☐ Indexed rate
☐ Variable rate
☐ Zero coupon/no interest
☐ Other
*Frequency of coupon/interest payments
per year
Select one item from the list.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No coupon/interest payments
☐ Other
*First interest payment date
A response is not required if you have selected “No
coupon/interest payments” in response to the question
above on the frequency of coupon/interest payments

*Interest rate per annum
Answer this question if the interest rate type is fixed.
% p.a.
*Is the interest rate per annum estimated at
this time?
Answer this question if the interest rate type is fixed.

*If the interest rate per annum is estimated,
then what is the date for this information to
be announced to the market (if known)
Answer this question if the interest rate type is fixed
and your response to the previous question is “Yes”.
Answer “Unknown” if the date is not known at this time.

*Does the interest rate include a reference
rate, base rate or market rate (e.g. BBSW
or CPI)?
Answer this question if the interest rate type is floating
or indexed.

+ See chapter 19 for defined terms
18 July 2020 Page 14
*What is the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.

*Does the interest rate include a margin
above the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed.

*What is the margin above the reference
rate, base rate or market rate (expressed as
a percent per annum)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
% p.a.
*Is the margin estimated at this time?
Answer this question if the interest rate type is floating
or indexed.

*If the margin is estimated, then what is the
date for this information to be announced to
the market (if known)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
Answer “Unknown” if the date is not known at this time.

*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
 “s128F exempt” means interest payments are not
taxable to non-residents;
 “Not s128F exempt” means interest payments are
taxable to non-residents;
 “s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable

*Is the +security perpetual (i.e. no maturity
date)?

*Maturity date
Answer this question if the security is not perpetual

+ See chapter 19 for defined terms
18 July 2020 Page 15
*Select other features applicable to the
+security
Up to 4 features can be selected. Further information is
available in the Guide to the Naming Conventions and
Security Descriptions for ASX Quoted Debt and Hybrid
Securities.
☐ Simple
☐ Subordinated
☐ Secured
☐ Converting
☐ Convertible
☐ Transformable
☐ Exchangeable
☐ Cumulative
☐ Non-Cumulative
☐ Redeemable
☐ Extendable
☐ Reset
☐ Step-Down
☐ Step-Up
☐ Stapled
☐ None of the above
*Is there a first trigger date on which a right
of conversion, redemption, call or put can
be exercised (whichever is first)?

*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.

*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if the +securities to be quoted are
converted, transformed or exchanged
Answer this question if the security features include
“converting”, “convertible”, “transformable” or
“exchangeable”.
For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX security code
ABC, please insert “1,000 fully paid ordinary shares
(ASX:ABC)”.

8C.7d
Details of wholesale debt securities
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
CFI DTFQFR, as updated, as set out on the
website of the Association of National
Numbering Agencies ("ANNA") or
alternatively sourced from the responsible
National Numbering Agency that assigned
the ISIN.
FISN ANZ BANKING GRP/2.92 MTN 20401222,
as updated, as set out on the website of
ANNA or alternatively sourced from the
responsible National Numbering Agency
that assigned the ISIN.

+ See chapter 19 for defined terms
18 July 2020 Page 16
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
AUD
Total principal amount of class AUD 195,000,000
Face value
This is the offer / issue price or value at which the
security was offered on issue.
100% of the aggregate principal amount of
the Notes (issued in denominations of AUD
200,000 and integral multiples of AUD
2,000)
Number of +securities
This should be the total principal amount of class
divided by the face value
Aggregate principal amount of AUD
195,000,000 issued in denominations of
AUD 200,000 and integral multiples of AUD
2,000 in excess thereof
*Interest rate type
Select the appropriate interest rate type per the terms
of the security.
☒ Fixed rate
☐ Floating rate
☐ Fixed to floating
☐ Floating to fixed
*Frequency of coupon/interest payments
per year
Select one item from the list. The number of interest
payments to be made per year for a wholesale debt
security.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☒ Annual
☐ No payments
*First interest payment date
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments.
22 December 2021
*Interest rate per annum
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments. The rate
represents the total rate for the first payment period
which may include a reference or base rate plus a
margin rate and other adjustment factors where
applicable, stated on a per annum basis. If the rate is
only an estimate at this time please enter an indicative
rate and provide the actual rate once it has become
available.
2.92%
*Maturity date
The date on which the security matures.
22 December 2040
Class type description AUD 195,000,000 2.92 per cent. Fixed
Rate Subordinated Notes due December
2040

+ See chapter 19 for defined terms
18 July 2020 Page 17

*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
 “s128F exempt” means interest payments are not
taxable to non-residents;
 “Not s128F exempt” means interest payments are
taxable to non-residents;
 “s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☒ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable

Introduced 01/12/19; amended 31/01/20; amended 18/07/20

THIS PRICING SUPPLEMENT WILL BE ISSUED IN RESPECT OF NOTES WHICH ARE NOT
ADMITTED TO THE OFFICIAL LIST OF THE UK FINANCIAL CONDUCT AUTHORITY OR TO
ANY OTHER EUROPEAN ECONOMIC AREA OR UNITED KINGDOM REGULATED MARKET OR
OFFERED TO THE PUBLIC IN THE EUROPEAN ECONOMIC AREA OR IN THE UNITED
KINGDOM FOR THE PURPOSES OF THE PROSPECTUS REGULATION. THE PRICING
SUPPLEMENT HAS NOT BEEN REVIEWED OR APPROVED BY THE UK FINANCIAL CONDUCT
AUTHORITY AND DOES NOT CONSTITUTE A PROSPECTUS FOR THE PURPOSES OF THE
PROSPECTUS REGULATION.
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS: The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA") or in the United Kingdom (the "UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of
Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK will
be prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
MiFID II product governance – The Issuer is not subject to MiFID II and any implementation thereof by an EU
Member State. The Issuer is therefore not a "manufacturer" for the purposes of the MiFID Product Governance
Rules under EU Delegated Directive 2017/593 and has no responsibility or liability for identifying a target market,
or any other product governance obligation set out in MiFID II, for financial instruments it issues (including the
foregoing target market assessment for the Notes described in this legend).
Notification under Section 309(B)(1) of the Securities and Futures Act of Singapore (the "SFA") – The
Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018 and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the
"MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).

Australia and New Zealand Banking Group Limited
(Australian Business Number 11 005 357 522)
(Incorporated with limited liability in Australia and registered in the State of

Victoria)
Legal Entity Identifier: JHE42UYNWWTJB8YTTU19
US$60,000,000,000
Euro Medium Term Note Programme
Series No: 2033
Tranche No: 1
AUD 195,000,000 2.92 per cent. Subordinated Notes due 22 December 2040
Issue Price: 100 per cent.
Australia and New Zealand Banking Group Limited (the “Dealer”)
The date of this Pricing Supplement is 21 December 2020

PART A – CONTRACTUAL TERMS
This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used
herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information
Memorandum dated 20 November 2020 (the "Information Memorandum"). This Pricing Supplement of the
Notes must be read in conjunction with the Information Memorandum.
1 Issuer Australia and New Zealand Banking Group Limited
2 (i) Series Number: 2033
(ii) Tranche Number: 1
3 (i) Specified Currency or
Currencies:
Australian Dollars ("AUD")
(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: AUD 195,000,000
(i) Series: AUD 195,000,000
(ii) Tranche: AUD 195,000,000
5 Issue Price: 100 per cent. of the Aggregate Principal Amount
6 (i) Specified Denomination(s)
(and Principal Amount):
AUD 200,000 and integral multiples of AUD 2,000 in excess
thereof, 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 AUD 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 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: AUD 2,000, as it may be adjusted in accordance with Condition
5A.4
7 (i) Issue Date: 22 December 2020
(ii) Interest Commencement
Date:
Issue Date
8 Maturity Date: 22 December 2040
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: Subordinated Notes
14 Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15 Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 2.92 per cent. per annum payable annually in arrear
(ii) (a) Interest Payment
Date(s):
22 December in each year commencing on 22 December 2021; 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(r)
(c) Interest Period
Date:
As defined in Condition 4(r)
(iii) Fixed Coupon Amount: AUD 58.40 per Calculation Amount, as it may be adjusted in
accordance with Condition 5A.4
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: Actual/Actual (ICMA)
(vi) Business Day
Convention:
Following Business Day Convention
(a) Adjusted: Not Applicable
(b) No Adjustment: Applicable
(vii) Additional Business
Centre(s):
Not Applicable
For the avoidance of doubt, London and Sydney are business
centres for the purposes of the definition of "Business Day" in
Condition 4(r)
(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 (for
Unsubordinated Notes only):
Not Applicable
18 Inverse Floating Rate Note
Provisions (for Unsubordinated
Notes only):
Not Applicable
19. Range Accrual Note Provisions
(for Unsubordinated Notes only):
Not Applicable
20 Zero Coupon Note Provisions (for
Unsubordinated Notes only):
Not Applicable

21 Index-Linked Interest Note/Other
variable-linked interest Note
Provisions (for Unsubordinated
Notes only):
Not Applicable

22 Dual Currency Note Provisions (for
Unsubordinated Notes only):
Not Applicable

PROVISIONS RELATING TO REDEMPTION
23 Call Option Not Applicable
24 Put Option Not Applicable

25 Final Redemption Amount of each
Note
AUD 2,000 per Calculation Amount, as it may be adjusted in
accordance with Condition 5A.4
26 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 calculating
the same)
AUD 2,000 per Calculation Amount, as it may be adjusted in
accordance with Condition 5A.4
Any early redemption will be subject to the prior written approval
of the Australian Prudential Regulation Authority
27 Redemption for Regulatory Event
(for Subordinated Notes issued by
ANZBGL only)
Applicable
28 Redemption for taxation reasons

Condition 5(b)(i) Applicable (Note that Condition 5(b)(i) applies automatically)
Condition 5(b)(ii) (for
Subordinated Notes issued by
ANZBGL only)
Applicable
Condition 5(b)(iii) (for
Subordinated Notes issued by
ANZBGL only)
Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES
29 Form of the Notes: Registered Notes
Registered Global Note exchangeable for Certificates in
definitive form in the limited circumstances specified in the
Registered Global Note
30 Payment Business Day Convention: Following
31 Additional Financial Centre(s) or
other special provisions relating to
Payment Business Days:
Not Applicable
For the avoidance of doubt, London and Sydney are financial
centres for the purposes of the definition of "Payment Business
Day" in Condition 6(h)
32 Talons for future Coupons or
Receipts to be attached to Notes in
definitive form (and dates on which
such Talons mature):
No
33 Details relating to Instalment Notes,
including Instalment Amount(s)
and Instalment Date(s):
Not Applicable
34 Redenomination, renominalisation
and reconventioning provisions:
Not Applicable
35 Consolidation provisions: Not Applicable
36 Governing Law: English, except in relation to subordination, Conversion and
Write-Off provisions of the Notes which will be governed by, and
construed in accordance with, the laws of the State of Victoria
and the Commonwealth of Australia
OTHER FINAL TERMS
37 Subordinated Notes: Applicable
(i) Conversion: Applicable
CD: 1.00 per cent.
VWAP Period: 5 Business Days
(ii) Alternative Conversion
Number:
Not Applicable
(iii) Write-Off (see Condition
5B.1 and 5C.1):
Not Applicable
(Where "Not Applicable" is specified at this item 37(iii), this is
without prejudice to the application of Condition 5B.5 where
"Applicable" is specified at item 37(i))
38 Other final terms: Not Applicable
DISTRIBUTION

39 (i) If syndicated, names of
Managers:
Not Applicable

(ii) Stabilising Manager (if
any):
Not Applicable
40 If non-syndicated, name of Dealer: Australia and New Zealand Banking Group Limited
41 Additional selling restrictions: Not Applicable
42 US Selling Restrictions: TEFRA Not Applicable; Reg S. Category 2

Signed on behalf of Australia and New Zealand Banking Group Limited

By: Adrian Went, Group Treasurer
Duly Authorised Signatory/Attorney

PART B – OTHER INFORMATION
1 LISTING
Application is expected to be made by the Issuer for the Notes
to be listed as a debt security on the Australian Securities
Exchange on 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. Interests in the Notes will be instead held in, and
transferrable 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 AUD 500,000 (or its
equivalent in an alternate currency)
2 RATINGS

Ratings:






3 OPERATIONAL INFORMATION
ISIN Code: XS2276590507
Common Code: 227659050
FISN: ANZ BANKING GRP/2.92 MTN 20401222, as updated, as
set out on the website of the Association of National
Numbering Agencies ("ANNA") or alternatively sourced
from the responsible National Numbering Agency that
assigned the ISIN.
CFI code: DTFQFR, as updated, as set out on the website of ANNA or
alternatively sourced from the responsible National
Numbering Agency that assigned the ISIN.
Any clearing system(s) other than
Euroclear Bank SA/NV and
Clearstream Banking S.A. 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

Names and addresses of additional
Paying Agent(s) (if any) or, in the
case of VPS Notes, the VPS Agent
and the VPS Trustee:
Not Applicable