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Appendix 3B

Listing Change3 February 2021ANZFinancials

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 4 February 2021

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 2020Page 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)

EUR 750,000,000 0.669 per cent. Fixed

Rate Subordinated Notes due May 2031

(the “Notes”)

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

750,000,000 issued in denominations of

EUR 100,000 and integral multiples of EUR

1,000 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”.

EUR

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 EUR

100,000 and integral multiples of EUR 1,000

in excess thereof)

7B.3c

AUD equivalent to issue price amount per

+security

Answer this question if the currency is non-AUD

Approximately AUD 1,189,594,240.83

(issued in denominations of approximately

AUD 158,612.57 and integral multiples of

approximately AUD 1,586.13 in excess

thereof)

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 date5 February 2021

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

Barclays Capital Asia Limited

BNP Paribas

Deutsche Bank AG, London Branch

HSBC Bank plc

UBS AG London Branch

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”.

0.375% of the aggregate principal amount of

the Notes

7E.2 *Is the proposed issue to be underwritten?No

+See chapter 19 for defined terms
18 July 2020Page 7

7E.2a *Who are the underwriter(s)?

Answer this question if your response to Q7E.2 is

“Yes”.

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 2020Page 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:

As set out in the Annex to the Pricing

Supplement

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 2020Page 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 2020Page 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.

EUR 750,000,000 0.669 per cent. Fixed

Rate Subordinated Notes due May 2031

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.

XS2294372169

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 2020Page 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 3

February 2021 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 2020Page 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 2020Page 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 2020Page 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 2020Page 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 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 As set out on the website of ANNA or

alternatively sourced from the responsible

National Numbering Agency that assigned

the ISIN.

*+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.

EUR

+See chapter 19 for defined terms
18 July 2020Page 16

Total principal amount of class EUR 750,000,000

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 EUR

100,000 and integral multiples of EUR

1,000 in excess thereof)

Number of +securities

This should be the total principal amount of class

divided by the face value

Aggregate principal amount of EUR

750,000,000 issued in denominations of

EUR 100,000 and integral multiples of EUR

1,000 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.

5 May 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.

0.669 per cent. per annum in respect of the

period up to (but excluding) the optional

redemption date of 5 May 2026. If the

Notes are not redeemed, purchased and

cancelled, written-off or converted on or

before the optional redemption date, the

fixed interest rate from (and including) the

optional redemption date will be reset as

set out at item 15(i) of the Pricing

Supplement

*Maturity date

The date on which the security matures.

5 May 2031

Class type description EUR 750,000,000 0.669 per cent. Fixed

Rate Subordinated Notes due May 2031

*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

PRICING SUPPLEMENT
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 OR THE UK 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 OR THE UK PROSPECTUS REGULATION.

PROHIBITION OF SALES TO EEA 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"). 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 "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to

retail investors in the EEA will be prepared and therefore offering or selling the Notes or otherwise making them

available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i)

a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic

law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning

of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or

regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would

not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it

forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the

EU PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation")

for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared

and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK

may be unlawful under the UK PRIIPs Regulation.

UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE

COUNTERPARTIES TARGET MARKET – Solely for the purposes of each UK MiFIR manufacturer's

product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i)

the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of

Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms

part of domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to

eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or

recommending the Notes (a "distributor") should take into consideration the UK MiFIR manufacturers' target

market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product

Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes

(by either adopting or refining the UK MiFIR manufacturers' target market assessment) and determining

appropriate distribution channels. The Issuer is not subject to UK MiFIR and is therefore not a "manufacturer" for

the purposes of the UK MiFIR Product Governance Rules and has no responsibility or liability for identifying a

target market, or any other product governance obligation set out in the UK MiFIR, for financial instruments it

issues (including the foregoing target market assessment for the Notes described in this legend).

Notice to Canadian Investors

The Notes may be sold only in any province of Canada to purchasers purchasing, or deemed to be

purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus

Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject

to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies
for rescission or damages if the Information Memorandum (as defined below) or this Pricing Supplement

(including any amendment hereto) contains a misrepresentation, provided that the remedies for rescission

or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of

the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the

securities legislation of the purchaser’s province or territory for particulars of these rights or consult with

a legal advisor.

Upon receipt of this document, each Canadian purchaser hereby confirms that it has expressly requested

that all documents evidencing or relating in any way to the sale of the securities described herein (including

for greater certainty any purchase confirmation or any notice) be drawn up in the English language only.

Par la réception de ce document, chaque acheteur canadien confirme par les présentes qu’il a expressément

exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs

mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis)

soient rédigés en anglais seulement.

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).

A

ustralia 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)

L

egal Entity Identifier: JHE42UYNWWTJB8YTTU19

U

S$60,000,000,000

Euro Medium Term Note Programme

Series No: 2034

Tranche No: 1

EUR 750,000,000 0.669 per cent. Subordinated Notes due 5 May 2031 (the "Notes")

Issue Price: 100 per cent.

Australia and New Zealand Banking Group Limited

Barclays Capital Asia Limited

BNP Paribas

Deutsche Bank AG, London Branch

HSBC Bank plc

UBS AG London Branch

(the "Joint Lead Managers")

The date of this Pricing Supplement is 3 February 2021

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") and in the Annex hereto, "Notes

being issued as Sustainable Development Goals Bonds". 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: 2034

(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: EUR 750,000,000

(i) Series: EUR 750,000,000

(ii) Tranche: EUR 750,000,000

5 Issue Price: 100 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,

as it may be adjusted in accordance with Condition 5A.4. No

Notes in definitive form will be issued with a denomination

above EUR 199,000, 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 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 as it may be adjusted in accordance with Condition

5A.4

7 (i) Issue Date: 5 February 2021


(ii) Interest Commencement

Date:

Issue Date

8 Maturity Date: 5 May 2031
9 Interest Basis: Fixed Rate (Further particulars specified below)

10 Redemption/Payment Basis: Redemption at Par

11 Change of Interest or

Redemption/Payment Basis:

Change of Interest Basis as specified in item 15(i) below

12 Put/Call Options: Call Option (Further particulars specified below)

13 Status of the Notes: Subordinated Notes

14 Method of distribution: Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15 Fixed Rate Note Provisions Applicable

(

i)Rate of Interest:0.669 per cent. per annum payable annually in arrear in respect

of the period from (and including) the Issue Date up to (but

excluding) the Optional Redemption Date. This is equivalent to

an annual yield of 0.669 per cent.

"Spread" is defined as 1.12 per cent. per annum, being the

difference between 0.669 per cent. (being the yield on an annual

basis on the Trade Date) and the 5.25 year EUR Mid-Market

Swap Rate of -0.451 per cent. at the time of pricing on the Trade

Date.

"Trade Date" means 27 January 2021.

"5.25 year EUR Mid-Market Swap Rate" means the annual

mid-market rate (EURIBOR basis) for a euro swap transaction

having a five year and 3 month maturity, which is calculated as

the straight line interpolation of:

-the

annual mid-market rate (EURIBOR basis) for a euro swap

transaction having a five year maturity

appearing on the

Bloomberg page "EUAMDB05 Index" at the time of pricing;

a

nd

-the annual mid-market rate (EURIBOR basis) for a euro swap

transaction having a six year maturity appearing on Bloomberg

p

age "EUAMDB06 Index" at the time of pricing,

each as determined by the Calculation Agent.

"Relevant Screen Page" means Bloomberg page

"EUAMDB05 Index" (or such other page as may replace such

page on Bloomberg Professional® service, or such other page

as may be determined by the Calculation Agent for purposes of

displaying comparable rates).

If the Notes are not redeemed, purchased and cancelled,

Written-Off or Converted on or before the Optional

Redemption Date, the interest payable annually in arrear on the

Notes from, and including, the Optional Redemption Date to,

but excluding, the Maturity Date, shall be reset to a fixed rate

equal to the prevailing 5 year EUR Mid-

Market Swap

Reference Rate on the day which is two TARGET2 Business

Days preceding the Optional Redemption Date (the "Reset

Determination Date") plus the Spread of 1.12 per cent.

"5 year EUR Mid-Market Swap Reference Rate" means,
subject to Condition 4(o) (Benchmark Replacement) as

modified by this Pricing Supplement, the annual mid-market

rate (EURIBOR basis) for a euro swap transaction commencing

on the Optional Redemption Date and having a five year

maturity, appearing on the Relevant Screen Page at 11:00am

(Frankfurt time) as determined by the Calculation Agent. If

such a rate does not appear on the Relevant Screen Page at

11.00am (Frankfurt time) on the Reset Determination Date, the

5 year EUR Mid- Market Swap Reference Rate shall instead be

determined by the Calculation Agent on the following basis:

(i)the Calculation Agent shall request the principal

office of each of four major banks in the interbank

market for EUR swap transactions, as selected by the

Calculation Agent (the "Reference Banks"

), to

provide the Calculation Agent with the rate at which

sw

aps in EUR (EURIBOR basis) are offered by it, as

at approximately 11.00am (Frankfurt time) on the

Reset Determination Date, to participants in the

interbank market for EUR swap transactions

commencing on the Optional Redemption Date and

having a five-year maturity (each a "5 year EUR

Mid-Market Swap Rate Quotation"); and

(

ii)if at least three 5 year EUR Mid-Market Swap Rate

Quotations are provided, the 5 year EUR Mid-Market

Swap Reference Rate will be the arithmetic mean of

the 5 year EUR Mid-Market Swap Rate Quotations,

eliminating the highest 5 year EUR Mid-Market Swap

Rate Quotation (or, in the event of equality, one of the

highest) and the lowest 5 year EUR Mid-Market

Swap Rate Quotation (or, in the event of equality, one

of the lowest), expressed as a percentage and rounded,

if necessary to the nearest 0.001 per cent. (0.0005 per

cent. being rounded upwards); and

(iii)if fewer than three 5 year EUR Mid- Market Swap

Rate Quotations as referred to in paragraph (i) above

are provided, the 5 year EUR Mid-

Market Swap

Reference Rate shall be the annual mid-market rate

(

EURIBOR basis) for a euro swap transaction having

a 5 year maturity that appeared on the most recent

Relevant Screen Page that was last available prior to

11.00am (Frankfurt time) on the Reset Determination

Date all as determined by the Calculation Agent.

In this Pricing Supplement, Condition 4(o) (Benchmark

Replacement) shall appl

y with the following amendment,

namely the 5 year EUR Mid-Market Swap Reference Rate is a

"Reference Rate".

(ii)(a) Interest Payment

Date(s):

5 May in each year commencing on 5 May 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:
EUR 6.69 per Calculation Amount in respect of the period from

(and including) the first Interest Payment Date falling on 5 May

2021 up to (but excluding) the Optional Redemption Date, as it

may be adjusted in accordance with Condition 5A.4

(iv) Broken Amount(s): EUR 1.63126027 per Calculation Amount in respect of the

period from (and including) the Issue Date to (but excluding)

the Interest Payment Date falling on 5 May 2021, as it may be

adjusted in accordance with Condition 5A.4

(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):

New York

For the avoidance of doubt, in addition to the Additional

Business Centres noted above, London, TARGET2 System 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 Applicable
Any early redemption will be subject to the prior written

approval of the Australian Prudential Regulation Authority

(i)Option Exercise Date(s)

(if other than as set out in

the Conditions):

Not Applicable

(ii)Optional Redemption

Date(s):

5 May 2026 (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 suc

h

a

mount(s):

Redemption at Par, as it may be adjusted in accordance with

Condition 5A.4

(

iv)If redeemable in part:

(

a)Minimum

Redempti

on

Amount:

Not Applicable

(b

)Maximum

Redempti

on

A

mount:

Not Applicable

24 Put Option Not Applicable

25 F

inal Redemption Amount of each

Note

Redemption at Par, 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)

Redemption at Par, 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

C

ondition 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:

New York

For the avoidance of doubt, in addition to the Additional

Financial Centres noted above, London, TARGET2 System 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: Five Business Days

(

ii)Alternative Conversi

on

N

umber:

Not Applicable

(

iii)Write-Off (see Conditi

on

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: Applicable
See the Annex to this Pricing Supplement, "Notes being issued

as Sustainable Development Goals Bonds".

Each of the following is not an Event of Default under the

Conditions of the Subordinated Notes and does not otherwise

require the early repayment of the Subordinated Notes:

(a)a failure by the Issuer to allocate and use the proceeds

of the Subordinated Notes as described in the Annex

and the Framework (as defined in the Annex) 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 (as defined in the Annex) and/or the ICMA

Documents (as defined in the Annex) or anything

described in the Annex;

(c)a failure of any third party opinion, assurance or

certification provider to opine on, assure or certify any

periodic report or the Framework as described in the

Annex; or

(d)any revision or withdrawal of any opinion, assurance or

certification of the Notes, any periodic report or the

Framework for any reason.

DISTRIBUTION

39

(

i) If syndicated, names of

Managers:

Australia and New Zealand Banking Group Limited

ANZ Centre Melbourne

Level 9, 833 Collins Street

Docklands VIC 3008

Australia

B

arclays Capital Asia Limited

41/F Cheung Kong Center

2 Queen's Road Central

Hong Kong

BN

P Paribas

16, boulevard des Italiens

75009 Paris

France

D

eutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

H

SBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

U

BS AG London Branch

5 Broadgate

London EC2M 2QS

United Kingdom

(
ii)Stabilising Manager (if

any):

Not Applicable

40 If non-syndicated, name of

Dealer:

Not Applicable

41 Additional selling restrictions: Canada

The Notes may be sold only in any province of Canada to

purchasers purchasing, or deemed to be purchasing, as

principal that are accredited investors, as defined in

National Instrument 45-106 Prospectus Exemptions or

subsection 73.3(1) of the Securities Act (Ontario), and are

permitted clients, as defined in National Instrument 31-

103 Registration Requirements, Exemptions and Ongoing

Registrant Obligations. Any resale of the Notes must be

made in accordance with an exemption from, or in a

transaction not subject to, the prospectus requirements of

applicable securities laws.

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

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 A$500,000 (or its

equivalent in an alternate currency)

2 RATINGS

Ratings:








3 OPERATIONAL INFORMATION

ISIN Code: XS2294372169

Common Code: 229437216

FISN:

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:

As set out on the website of ANNA or alternatively sourced

from the responsible National Numberi

ng 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.


ANNEX TO THE PRICING SUPPLEMENT
NOTES BEING ISSUED AS SUSTAINABLE DEVELOPMENT GOALS BONDS

Use of Proceeds

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

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

(1) project finance or corporate loans or labelled green, social or sustainability 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 August 2020 (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 Subordinated Notes. Eligible Assets may mature, be sold, repaid, prepaid or otherwise

expire before or after the Maturity Date of the Subordinated 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

Subordinated Notes, the Issuer presently intends to reallocate an amount equal to the Relevant Proceeds allocated

to that Eligible Asset back to its own account until the Maturity Date of the Subordinated Notes or such time as

the Issuer may allocate an amount equal to those Relevant Proceeds 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 Subordinated Notes, the Issuer will not be required to terminate the funding of such Eligible

Asset by Relevant Proceeds on the Maturity Date of the Subordinated Notes.

The calculation and payment of principal and interest on the Subordinated Notes is not and will not be linked to

any Eligible Asset or the credit standing of any Eligible Asset.

The Subordinated Notes are subordinated and will rank in accordance with the Conditions and are not covered

by a guarantee of the Issuer or a related entity. This Annex does not create any arrangement which enhances the

seniority of any claim by a Noteholder. No property interest or security interest in favour of any investor is created

in any Relevant Proceeds or any Eligible Asset. The Subordinated Noteholders do not have netting or set-off

rights and there are no cross default clauses in relation to the Eligible Assets.

The Issuer has issued, and may, from time to time, issue other bonds, notes or debt securities and use their

proceeds of issue to finance or refinance Eligible Assets ("Other SDG Securities") under this programme or

otherwise. The Issuer may, from time to time, re-allocate or apportion at its discretion Eligible Assets among the

Subordinated Notes and other SDG Securities.

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.

The International Capital Market Association published documents entitled "The Social Bond Principles 2020"

as at June 2020, "The Sustainability Bond Guidelines 2018" as at June 2018 and "The Green Bond Principles

2018" as at June 2018 (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 14 August 2020 (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 is credible and

impactful and aligns with the ICMA Documents; and (ii) a reasonable assurance opinion dated 14 December

2020 (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.


• Decent Work and Economic Growth (SDG 8) – Sustain per capita economic growth in accordance with

national circumstances. Promote development oriented policies that support productive activities, decent

job creation, entrepreneurship, creativity and innovation, and encourage the formalization and growth of

micro-, small- and medium-sized enterprises, including through access to financial services. Strengthen

the capacity of domestic financial institutions to encourage and expand access to banking, insurance and

financial services for all.


• 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 transport systems for all, improving road safety, notably by expanding public transport, with

special attention to the needs of those in 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.


• Life on Land (SDG 15) - Ensure the conservation, restoration and sustainable use of terrestrial and inland

freshwater ecosystems and their services, in particular forests, wetlands, mountains and drylands, in line

with obligations under international agreements. Promote the implementation of sustainable management

of all types of forests, halt deforestation, restore degraded forests and substantially increase afforestation

and reforestation globally. Combat desertification, restore degraded land and soil, including land affected

by desertification, drought and floods, and strive to achieve a land degradation-neutral world. Take urgent

and significant action to reduce the degradation of natural habitats, halt the loss of biodiversity and protect

and prevent the extinction of threatened species.


Indicative Eligible Assets

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

1

Eligible Asset volumes are as at 31 December 2020. Please note that the Issuer has issued, and may, from time to time, issue

Other SDG Securities and use their proceeds of issue to finance or refinance Eligible Assets under this programme or

otherwise. The information is indicative only and subject to change without notice. The Issuer may, from time to time, re-

allocate or apportion at its discretion Eligible Assets among the Subordinated Notes and other SDG Securities. The Eligible

Assets currently support an existing EUR 750m Senior Unsecured 0.625 per cent. Notes due 21 February 2023

(XS1774629346), EUR 1b 1.125 per cent. Subordinated Notes due 21 November 2029 (XS2082818951) and AUD 1.25b

Subordinated Notes due 26 February 2031 (AU3FN0055687) and will also support the proposed Subordinated Notes.

2

GBP" refers to "The Green Bond Principles 2018" and "SBP" refers to "The Social Bond Principles 2020".

3

SDG breakdown may not total 100% due to rounding.

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 https://www.anz.com/debtinvestors/centre/. 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 Joint Lead Managers that the use of the Relevant Proceeds 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 in accordance with any timing schedule and

accordingly there is no assurance that such proceeds will be totally or partially allocated to 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 anything described in this Annex will not constitute an Event of

Default under the Subordinated Notes or require early repayment of the Subordinated Notes. The Issuer does not

give any representation, warranties or undertakings in this Annex.

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 Subordinated 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 Joint

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

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 Subordinated 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 Subordinated Notes,

are not a recommendation to buy, sell or hold the Subordinated Notes, may be revised or withdrawn at any time

and are only current as of the date initially issued.

Any event, and/or failure to apply the Relevant Proceeds 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, and/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 Subordinated 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 Subordinated Notes and

also potentially the value of any other Subordinated 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 by the Issuer

to comply with the Framework, the SDGs and/or the ICMA Documents or anything described in this Annex, 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 Subordinated Notes, any periodic report or the Framework for any reason constitute an Event of

Default with respect to the Subordinated Notes or require any early repayment. Any such failure, however, may

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

mandates to invest in sustainable, social and green assets. Investors should note that there is no recourse to the

Issuer in these circumstances.

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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