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 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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