ANZ updates wholesale domestic debt issuance programme
Australia and New Zealand Banking Group Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522
News Release
For Release: 11 March 2021
ANZ updates wholesale domestic debt issuance programme
ANZ today updated its Australian dollar wholesale debt issuance programme for the issue of
medium term notes and subordinated notes.
Attached are the following updated documents:
1. Information Memorandum dated 11 March 2021; and
2. Amended and Restated Deed Poll dated 11 March 2021.
For media enquiries contact:
Stephen Ries
Head of Corporate Communications
Tel: +61 3 8654 3659 or +61 409 655 551
Email: Stephen.Ries@anz.com
For investor and analyst enquiries contact:
Scott Gifford
Head of Debt Investor Relations - Group
Treasury
Tel: +61 8655 5683 or +61 434 076 876
Email: Scott.Gifford@anz.com
Approved for distribution by ANZ’s Continuous Disclosure Committee
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE U.S. This statement does not constitute an offer of any securities for
sale. The securities offered will not be registered under the U.S. Securities Act of
1933 and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.
INFORMATION MEMORANDUM
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
Australian Business Number 11 005 357 522
(Incorporated with limited liability in Australia)
AUSTRALIAN DOLLAR
DEBT ISSUANCE PROGRAMME
for the Issue of Medium Term Notes and Subordinated Medium Term Notes
Arranged by
Australia and New Zealand
Banking Group Limited
The date of this Information Memorandum is 11 March 2021.
1
IMPORTANT NOTICE
Introduction:
This Information Memorandum (the “Information Memorandum”) serves to amend an existing
Australian Dollar Debt Issuance Programme of the Australia and New Zealand Banking Group Limited
(ABN 11 005 357 522) (the “Issuer”) the most recent Information Memorandum for which was dated
15 October 2018 (the "Existing Programme") for the offering, sale and issuance of Medium Term
Notes and Subordinated Medium Term Notes (“Subordinated Notes”). In this Information
Memorandum, unless otherwise specified, the terms “Notes” and “Securities” include both Medium
Term Notes and Subordinated Notes.
Securities issued under the Existing Programme:
Securities issued by the Issuer under the Existing Programme prior to the date of this Information
Memorandum and any additional tranches of Securities of existing series of Securities will continue to
have the benefit of the deed poll dated 26 February 2007, 28 November 2008, 10 August 2010, 14
February 2012, 8 April 2014, 3 August 2015, 21 February 2017 or 15 October 2018 (or such other
relevant deed poll as applicable), and any agreements relating to such Securities entered into on or
about the date of the applicable deed poll (as supplemented, amended, modified or replaced by the
applicable Pricing Supplement for those Securities (“Pricing Supplement”)).
Issuer’s responsibility:
This Information Memorandum has been prepared by and issued with the authority of the Issuer.
The Issuer accepts responsibility for the information contained in this Information Memorandum.
No independent advice:
This Information Memorandum has been prepared for distribution to professional investors whose
ordinary business includes buying and selling debt securities as principal or agent.
Each potential investor in or purchaser of Securities should determine (and will be taken to have
determined) for itself the financial condition and affairs of the Issuer and the relevance and sufficiency
of the information contained in this Information Memorandum or the documents and information
incorporated by reference or any other financial statements. Such purchase or acquisition of Securities
should be (and will be deemed as having been) based upon the investor’s own independent
investigation of the financial condition and affairs and their own appraisal of the creditworthiness of the
Issuer, after taking all appropriate advice from qualified professional persons. Any investment decision
should be based on that decision, investigation and appraisal and not on this Information Memorandum.
None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer
during the life of the arrangements contemplated by this Information Memorandum nor to advise any
investor or potential investor in the Securities of any information coming to the attention of any of the
Dealers or the Arranger.
No advice is given in respect of the taxation treatment of potential investors or purchasers in connection
with investment in any Securities or the legal consequences of such an acquisition and each investor
or purchaser should consult its own professional adviser.
No authorisation:
No person has been authorised to give any information or to make any representation other than those
contained in this Information Memorandum in connection with the Issuer, the Issuer and its subsidiaries
(together, the “Group”), the issue or sale of the Securities and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or any of the Dealers
or the Arranger (each as defined below in the “Summary of Programme”).
Currency of information:
Neither the delivery of this Information Memorandum nor any offer, issue or sale made in connection
herewith shall, under any circumstances, create any implication that there has been no change in the
affairs of the Issuer or the Group since the date hereof or the date upon which this Information
Memorandum has been most recently amended or supplemented or that there has been no adverse
change in the financial position of the Issuer or the Group since the date hereof or the date upon which
2
this Information Memorandum has been most recently amended or supplemented or that any other
information supplied in connection with this Australian Dollar Debt Issuance Programme (the
“Programme”) is correct as of any time subsequent to the date on which it is supplied or, if different,
the date indicated in the document containing the same.
Distribution arrangements:
The distribution of this Information Memorandum and the issuance, offering or sale of the Securities in
certain jurisdictions may be restricted by law. Persons into whose possession this Information
Memorandum or interests in or rights in respect of the Securities come are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restrictions.
No action has been taken by the Issuer, the Arranger or the Dealers which would permit a public offering
of any Securities or distribution of this Information Memorandum in any jurisdiction where action for that
purpose is required.
The Securities have not been and will not be registered under the United States Securities Act of 1933,
as amended (the ‘‘Securities Act’’). Subject to certain exceptions, the Securities may not be offered,
sold or delivered within the United States or to U.S. persons. For a description of certain restrictions
on acceptance, offers, issues and sales of the Securities and on distribution of this Information
Memorandum, see ‘‘Subscription and Sale”.
Neither this Information Memorandum nor any Pricing Supplement constitutes an offer of, or an
invitation by or on behalf of any of the Issuer, the Dealers or the Arranger to subscribe for, purchase or
acquire any Securities and should not be considered as a recommendation by the Issuer, the Arranger,
the relevant Dealers or any of them that any recipient of this Information Memorandum or any Pricing
Supplement should subscribe for or purchase any Securities. Each recipient of this Information
Memorandum or any Pricing Supplement shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer and the Group.
Notification under Section 309B(1) of the Securities and Futures Act of Singapore (the "SFA")
Unless otherwise stated in the Pricing Supplement, the Issuer has determined and hereby notifies all
relevant persons (as defined in Section 309A of the SFA) that the Securities issued or to be issued
under this Programme shall be 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).
No retail product distribution conduct
This Information memorandum and the Securities are not for distribution to any person in Australia who
is a retail client for the purposes of section 761G of the Corporations Act. No target market
determination has been or will be made for the purposes of Part 7.8A of the Corporations Act.
No independent verification:
The Dealers and the Arranger have not separately verified the information contained in this Information
Memorandum. None of the Dealers or the Arranger makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information in
this Information Memorandum. Neither this Information Memorandum nor any document or information
incorporated by reference herein is intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of the Issuer, the Dealers or the Arranger that
any recipient of this Information Memorandum or any document or information incorporated by
reference herein should purchase or acquire any Securities. The Dealer and the Arranger, if the same
legal entity as the Issuer, act solely through a separate division of the Issuer in the context of this
Information Memorandum and the Programme, without reference to any of its or its subsidiaries’
respective personnel or operations outside that division, and therefore, are not to be taken to be aware
of any matters within the knowledge of such personnel or operations relating to the Issuer or the
Programme.
Fees:
Each Dealer, its subsidiaries, directors and employees may receive fees, brokerage and commissions
and may act as principal in dealing in any Securities.
3
Under the Programme, the Issuer may from time to time issue Securities subject as set out herein. A
summary of the terms and conditions of the Programme and the Securities appears below. The
applicable terms of any Security will be agreed between the Issuer and the relevant Dealer prior to the
issuance of the Securities and will be set out in the Conditions of the Securities incorporated by
reference into the Securities, as modified and supplemented by the relevant Pricing Supplement (as
defined below) in respect of such Securities.
Unless otherwise defined in this Information Memorandum, words and expressions defined or used in
the “Conditions of the Securities” below, as amended by any relevant Pricing Supplement in respect of
a Series of Securities, or in that Pricing Supplement (as applicable), shall have the meanings given in
this Information Memorandum.
4
TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................. 5
SUMMARY OF THE PROGRAMME ...................................................................................................... 6
RANKING TABLE ................................................................................................................................. 17
CONDITIONS OF THE SECURITIES ................................................................................................... 18
1. DEFINITIONS AND INTERPRETATION ....................................................................................... 18
2. FORM, DENOMINATION AND TITLE ........................................................................................... 29
3. STATUS ......................................................................................................................................... 30
4. INTEREST AND OTHER CALCULATIONS .................................................................................. 31
5. REDEMPTION, PURCHASE AND OPTIONS ............................................................................... 38
6. PAYMENTS ................................................................................................................................... 51
7. TRANSFER .................................................................................................................................... 52
8. TAXATION ..................................................................................................................................... 53
9. PRESCRIPTION ............................................................................................................................ 55
10. EVENTS OF DEFAULT.............................................................................................................. 55
11. SUBORDINATION ..................................................................................................................... 57
12. MEETINGS OF REGISTERED HOLDERS, MODIFICATIONS AND WAIVER ......................... 57
13. FURTHER ISSUES OF SECURITIES ....................................................................................... 58
14. NOTICES ................................................................................................................................... 58
15. GOVERNING LAW ..................................................................................................................... 58
SCHEDULE A TO THE CONDITIONS OF THE SECURITIES ............................................................ 59
DESCRIPTION OF ORDINARY SHARES ............................................................................................ 64
USE OF PROCEEDS ............................................................................................................................ 66
DESCRIPTION OF THE ISSUER AND THE GROUP .......................................................................... 67
SUBSCRIPTION AND SALE ................................................................................................................ 68
PRICING SUPPLEMENT ...................................................................................................................... 76
5
DOCUMENTS INCORPORATED BY REFERENCE
This Information Memorandum should be read and construed in conjunction with:
each Pricing Supplement relating to any Securities,
the most recently published audited annual consolidated financial statements (including the
auditor’s report thereon and notes thereto) of the Issuer, any subsequent unaudited semi-
annual consolidated financial statements (including the auditor’s report thereon and notes
thereto) of the Issuer and the half yearly (ending 31 March) profit announcement of the Issuer
from time to time lodged on ASX; and
any amendment or supplement to this Information Memorandum, which shall be deemed to be
incorporated in, and to form part of, this Information Memorandum.
Any statement or information contained in this Information Memorandum or in any document which is
deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the
purpose of this Information Memorandum to the extent that a statement contained herein or in a
document which is deemed to be incorporated by reference herein modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise). Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Information
Memorandum.
References to “Information Memorandum” are to this Information Memorandum and to any other
document incorporated by reference collectively and to any of them individually, in each case as
modified or superseded.
Copies of all documents incorporated by reference into this Information Memorandum may be obtained
from the Issuer and are available for inspection at the Issuer’s offices at ANZ Centre Melbourne, Level
9, 833 Collins Street, Docklands, Victoria, 3008, Australia.
Although not incorporated by reference, the annual report, trading updates (if any) and
continuous disclosure notices in relation to the Issuer are available online at www.asx.com.au.
6
SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Information Memorandum and, in relation to the terms and conditions of any
particular Tranche of Securities, the relevant Pricing Supplement. Words and expressions defined or
used in ‘‘Conditions of the Securities’’ below or any Pricing Supplement in respect of any Series of
Securities (as applicable) shall have the same meanings in this summary. This summary must be read
as an introduction to this Information Memorandum and any decision to invest in the Securities should
be based on a consideration of this Information Memorandum as a whole, including the information and
documents incorporated by reference.
Issuer: Australia and New Zealand Banking Group Limited.
Description: An Australian Dollar denominated Debt Issuance Programme
allowing for the issuance of Medium Term Notes and
Subordinated Notes.
Programme Size: Unlimited.
Arranger: Australia and New Zealand Banking Group Limited.
Dealers: Australia and New Zealand Banking Group Limited.
Additional Dealers may be appointed, from time to time, by the
Issuer for any Tranche of Securities.
Direct Issues by Issuer: The Issuer may also issue Securities directly to purchasers or
investors (as applicable) procured by it. Such purchasers will
be required to confirm and acknowledge to the Issuer in writing
that the issue of the Securities resulted from the Securities
being offered for issue as a result of negotiations being initiated
publicly in electronic form (e.g. Thomson Reuters or
Bloomberg), or in another form that was used by financial
markets for dealing in debentures.
Method of Issue or
Acceptance of Securities:
Securities will be issued on a syndicated or a non-syndicated
basis. Securities may be issued by the Issuer in one or more
Series having one or more Issue Dates and on terms otherwise
identical (or identical other than in respect of the first payment
of interest and related matters described below), with the
Securities of each Series being intended to be interchangeable
with all other Securities of those Series. Each Series of
Securities may be issued in Tranches on the same or different
Issue Dates. The specific terms of each Tranche (which will be
supplemented, where necessary, with supplemental terms and
conditions and, save in respect of the Issue Date, Issue Price,
first payment of interest and principal amount of the Tranche,
will be identical to the terms of other Tranches of the same
Series) will be set out in a Pricing Supplement.
Issue Price: Notes may be issued at their principal amount or at a discount
or premium to their principal amount.
Form of Securities: Securities will be issued in registered form. Securities will be
constituted by a deed poll dated 20 June 2001 as last amended
and restated on 11 March 2021 and as further amended and/or
restated and/or supplemented from time to time (“Deed Poll”)
given by the Issuer for the benefit of the Registered Holders of
those Securities from time to time and will take the form of
7
entries on a Register maintained by the Registrar. A copy of the
Deed Poll may be inspected during normal business hours at
the offices of the Issuer or the Registrar or such other place or
places as may be determined from time to time and notified to
the Registered Holders.
The terms and conditions of the Securities are contained in
Schedule 1 to the Deed Poll and are modified and
supplemented by the relevant Pricing Supplement.
Title: Entry of the name of the person in the Register in respect of a
Security constitutes the obtaining or passing of title and is
conclusive evidence that the person so entered is the
Registered Holder of the Securities.
No certificates or other evidence of title will be issued to
Registered Holders unless the Issuer determines that
certificates should be made available or it is required to do so
pursuant to any applicable law or regulation. Securities that are
held in the Austraclear System will be registered in the name of
Austraclear Ltd and title to the Securities will be determined in
accordance with the Austraclear Regulations.
Payments: Payments will be made on the payment dates specified in the
Pricing Supplement to the persons whose names are entered in
the Register as at 5.00pm local Registry Office time on the
relevant Record Date.
Payments in respect of Securities lodged within the Austraclear
System will be made by crediting the amount due to the account
of the Registered Holder in accordance with the Austraclear
Regulations. If Securities are not lodged in the Austraclear
System, payments will be made to the account of the Registered
Holder noted on the Register. If no account is notified then
payments will be made by cheque mailed on the Business Day
immediately preceding the relevant Interest Payment Date or on
the Maturity Date (as applicable) to the Registered Holder at its
address appearing on the Register as at 5.00pm local Registry
Office time on the relevant Record Date.
Maturities: Any maturity, subject to compliance with legal and regulatory
requirements. The Maturity Date applicable to each Tranche of
Securities will be specified in the relevant Pricing Supplement.
Denominations: Securities will be issued in such denominations as may be
specified as the Specified Denominations in the relevant Pricing
Supplement subject to compliance with all applicable legal
and/or regulatory and/or central bank requirements.
Securities may only be issued in Australia if the aggregate
consideration payable by the investor or purchaser is at least
A$500,000 (disregarding moneys lent by the Issuer or its
associates) or if the Securities are otherwise issued in a manner
that does not require disclosure to investors in accordance with
Part 6D.2 (disregarding section 708(19)) or Chapter 7 of the
Corporations Act 2001 (Cth) (“Corporations Act”) and does not
constitute an offer to a “retail client” as defined for the purposes
of section 761G of the Corporations Act.
8
Securities may only be issued by the Issuer in a jurisdiction or
jurisdictions other than Australia if the issue is in compliance
with the laws of the jurisdiction in which the issue is made and
the Securities are otherwise issued in a manner that does not
require disclosure to investors under the laws of that jurisdiction
or those jurisdictions.
Transfer of Securities: Securities may only be transferred in accordance with the
Conditions.
Transfers of Securities held in the Austraclear System or any
other clearing system specified in the relevant Pricing
Supplement will be made in accordance with the Austraclear
Regulations or the rules and regulations of the relevant clearing
system (as appropriate).
In the case of Subordinated Notes, if a Non-Viability Trigger
Event occurs and the Subordinated Notes are to be Converted
into Ordinary Shares, such Ordinary Shares will be issued to the
person who is a Participant (as defined in the Austraclear
Regulations) in the Austraclear System (or, in certain
circumstances, to another person nominated by the Issuer).
Ordinary Shares may not be traded in the Austraclear System.
Subordinated Notes must be Converted immediately on the
occurrence of a Non-Viability Trigger Event (as described
further below “Additional Security Risks (Subordinated
Notes)”) and this may affect or disrupt trading or other
transactions in connection with the Subordinated Notes. The
Issuer has no responsibility for any such effects or disruptions
and the consequences of any Conversion or Write-Off for
persons interested in the Subordinated Notes in a clearing
system are matters for the rules, regulations and procedures of
Austraclear or other clearing system specified in the relevant
Pricing Supplement and the terms of any dealings between
persons interested in the Subordinated Notes.
In all other cases, applications for the transfer of Securities must
be made by lodgement of a duly completed (if applicable)
stamped transfer and acceptance form with the Registrar.
Transfer and acceptance forms can be obtained from the
Registrar. The transfer takes effect upon the transferee’s name
being entered on the Register.
Securities are only transferable within, to or from Australia in the
denominations specified in the relevant Pricing Supplement and
Securities may only be transferred within, to or from Australia if
the aggregate consideration payable by the transferee at the
time of transfer is at least A$500,000 (disregarding moneys lent
by the transferor or its associates) or the transfer otherwise
does not require disclosure to investors in accordance with Part
6D.2 (disregarding section 708(19)) or Chapter 7 of the
Corporations Act, and provided in each case that the transfer
does not constitute an offer to a “retail client” as defined for the
purposes of section 761G of the Corporations Act.
Securities may only be transferred between persons in a
jurisdiction or jurisdictions other than Australia if the transfer is
in compliance with the laws of the jurisdiction in which transfer
takes place and the Securities are otherwise transferred in a
9
manner that does not require disclosure to investors under the
laws of that jurisdiction or jurisdictions.
Fixed Rate Securities: Fixed Rate Securities will bear a fixed rate of interest payable in
arrears on the Interest Payment Date or Dates in each year as
specified in the relevant Pricing Supplement.
Floating Rate Securities: Floating Rate Securities will bear interest set separately for
each Series at a rate determined by reference to the Reference
Rate as specified in the Pricing Supplement, as adjusted by any
applicable Margin. Interest Periods and Interest Payment Dates
will be specified in the relevant Pricing Supplement.
The Conditions contain provisions to replace the Reference
Rate with a Successor Reference Rate in the case of Reference
Rate Disruption Event, without a requirement for the consent of
Noteholders.
In the case of Subordinated Notes, any Successor Reference
Rate and any terms and other relevant methodology for
calculating such Successor Reference Rate (including any
adjustment factor to the Successor Reference Rate) is subject
to the prior written approval of APRA. Subordinated
Noteholders should note that APRA's approval may not be
given for any Successor Reference Rate, and any terms and
other relevant methodology for calculating such Successor
Reference Rate (including any adjustment factor to the
Successor Reference Rate) it considers to have the effect of
increasing the Interest Rate contrary to applicable prudential
standards.
Index Linked Securities: Payments (whether in respect of principal or interest and
whether at maturity or otherwise) in respect of, respectively,
Index Linked Redemption Securities and Index Linked Interest
Securities will be calculated by reference to such stock or
commodity or other index, currency exchange rate and/or
formula as the Issuer and the relevant Dealer or other investor
may agree (as specified in the relevant Pricing Supplement). A
Subordinated Note cannot be an Index Linked Security.
Zero Coupon Securities: Zero Coupon Securities may be issued at their Principal Amount
or at a discount to it and will not bear interest. A Subordinated
Note cannot be a Zero Coupon Security.
Interest Periods and
Interest Rates:
The length of the Interest Periods for the Securities and the
applicable Rate of Interest or its method of calculation may differ
from time to time or be constant for any Series. Securities may
have a Maximum Rate of Interest, a Minimum Rate of Interest
or both. The use of Interest Accrual Periods permits the
Security to bear interest at different rates in the same Interest
Period. All such information will be set out in the relevant
Pricing Supplement. A Minimum Rate of Interest or Maximum
Rate of Interest cannot be specified for a Subordinated Note.
Other Securities: The Issuer may from time to time issue Securities in a form not
contemplated by ‘‘Conditions of the Securities’’ herein.
Terms applicable to any other type of Security that the Issuer
may agree to issue and any relevant Dealer(s) or other investor
may agree to purchase under the Programme will be set out in
the relevant Pricing Supplement.
10
Security Risks: There are risks associated with an investment in the Securities.
Prospective investors or purchasers should consult their own
financial, tax and legal advisers about the risks associated with
an investment in a particular Tranche of Securities and the
suitability of investing in the Securities in light of their particular
circumstances. Without limiting this statement, investors should
consider particular risks in structured Securities and
Subordinated Notes described in the following paragraphs.
Additional Risks
(Structured Securities):
An investment in Securities, the premium and/or the interest on
or principal of which is determined by reference to one or more
currencies, commodities, interest rates or other indices or
formulae (“Structured Securities”) may, either directly or
indirectly, entail significant risks not associated with similar
investments in a conventional debt security, including the risks
that the resulting interest rate and/or premium may be less than
that payable on a conventional debt security at the same time
and/or that an investor could lose all or a substantial portion of
the principal of its Securities.
Neither the current nor the historical value of the relevant
currencies, commodities, interest rates or other indices or
formulae should be taken as an indication of future performance
of such currencies, commodities, interest rates or other indices
or formulae during the term of any Structured Security.
Optional Redemption: The Pricing Supplement issued in respect of each Tranche of
Securities will state whether such Securities may be redeemed
(either in whole or in part) prior to their stated maturity at the
option of the Issuer or the Registered Holders, and if so the
terms applicable to such redemption. Notwithstanding the
foregoing, Registered Holders will have no option to require
redemption of any Subordinated Notes prior to their stated
maturity. In the case of Subordinated Notes, the Optional
Redemption Date must not be earlier than 5 years from the
Issue Date.
Redemption by
instalments:
The Pricing Supplement in respect of each Series of Securities
that are redeemable in two or more instalments will set out the
Instalment Amounts in which and Instalment Dates on which the
Securities may be redeemed. A Subordinated Note may not be
redeemable by instalments.
Redemption for tax
reasons:
In certain circumstances following notice by the Issuer, all of the
Securities of a Series may be redeemed following any changes
in tax law which give rise to an obligation of the Issuer to make
a withholding or deduction and pay additional amounts, and in
certain other circumstances (as provided in Condition 5.2
(Redemption for Taxation Reasons)).
Status of Securities: The status of the Securities is as set out in Condition 3 (Status).
In addition, a simplified diagram illustrating the expected
ranking of the Securities compared to other creditors of the
Issuer is set out on page 17 below.
The Issuer is an "authorised deposit-taking institution" (“ADI”)
within the meaning of that term in the Banking Act 1959 of the
Commonwealth of Australia (the “Banking Act”).
11
The Securities will be direct, unsecured and general obligations
of the Issuer and:
in the case of Securities other than Subordinated
Notes, will rank equally with all other present and future
unsecured and unsubordinated obligations of the
Issuer (other than certain debts of the Issuer required
to be preferred by the relevant law, including without
limitation amounts given priority under the Banking Act
and the Reserve Bank Act 1959 of Australia (the
"Reserve Bank Act"); and
in the case of Subordinated Notes, will be subordinated
obligations of the Issuer and will rank pari passu among
themselves and, unless otherwise specified in the
applicable Pricing Supplement, rank pari passu with all
Equal Ranking Securities.
Section 13A(3) of the Banking Act provides that, in the event an
ADI (such as the Issuer) becomes unable to meet its obligations
or suspends payment, the ADI's assets in Australia are
available to meet specified liabilities of the ADI in priority to all
other liabilities of the ADI (including the Securities). These
specified liabilities include certain obligations of the ADI to
APRA in respect of amounts payable by APRA to holders of
protected accounts, other liabilities of the ADI in Australia in
relation to protected accounts, debts to the Reserve Bank of
Australia (“RBA”) and certain other debts to APRA.
Under section 16(2) of the Banking Act, certain other debts of
the Issuer due to APRA shall have in a winding-up of the Issuer,
subject to section 13A(3) of the Banking Act, priority over all
other unsecured debts of the Issuer. Further, section 86 of the
Reserve Bank Act provides that in a winding-up of the Issuer,
debts due by the Issuer to the RBA shall, subject to section
13A(3) of the Banking Act, have priority over all other debts of
the Issuer.
The Securities will not be a deposit liability or protected account
or otherwise benefit from a priority under the Banking Act and
the Reserve Bank Act.
Medium Term Notes
Medium Term Notes will constitute direct, unconditional, senior,
unsubordinated and unsecured obligations of the Issuer ranking
pari passu among themselves and with all present and future
unsubordinated and unsecured obligations of the Issuer (save
for certain liabilities mandatorily preferred by law including, but
not limited to, amounts given priority under the Banking Act and
the Reserve Bank Act).
The Medium Term Notes do not constitute a deposit liability or
a protected account for the purposes of the Banking Act.
Subordinated Notes
Subordinated Notes will constitute direct and unsecured
subordinated obligations of the Issuer and, unless otherwise
specified in the applicable Pricing Supplement, rank pari passu
12
among themselves and, unless otherwise specified in the
applicable Pricing Supplement, rank pari passu with all Equal
Ranking Securities. Equal Ranking Securities include the
instrument known as Perpetual Capital Floating Rate Notes and
any other instruments that are Relevant Tier 2 Securities.
In the event of a winding-up of the Issuer, and assuming
Subordinated Notes have not been Converted or Written-Off on
account of a Non-Viability Trigger Event or redeemed,
Subordinated Noteholders will be entitled to claim for an amount
equal to the principal amount of the Subordinated Notes then
outstanding, together with all accrued and unpaid interest
thereon. The claim for this amount will be subordinated in right
of payment to all Senior Creditors as more fully set out in
Condition 3.2 (Status – Subordinated Notes), Condition 4.10
(Condition of Payment – Subordinated Notes) and Condition 11
(Subordination). However, the claim of Subordinated
Noteholders in a winding-up will be adversely affected if a Non-
Viability Trigger Event occurs. If, following a Non-Viability
Trigger Event, Notes are Converted into Ordinary Shares,
Subordinated Noteholders will have a claim as an ordinary
shareholder of the Issuer. If, following a Non-Viability Trigger
Event, Subordinated Notes are Written-Off, all rights in relation
to those Subordinated Notes will be terminated and
Subordinated Noteholders will not have their capital repaid.
In respect of Subordinated Notes, prior to the winding-up of the
Issuer, the obligation of the Issuer to make payments (including
of any principal, additional amounts and interest) on the
Subordinated Notes, will be conditional on the Issuer being
Solvent at the time of, and immediately after, such payment by
the Issuer. Any such failure to pay will not be considered an
Event of Default for the purposes of the Subordinated Notes.
The Subordinated Notes do not constitute a deposit liability or a
protected account for the purposes of the Banking Act.
Cross Default: Not applicable.
Austraclear: Unless otherwise specified in the relevant Pricing Supplement,
application will be made to Austraclear Ltd (ABN 94 002 060
773) for approval for each Tranche of Securities to be traded on
the settlement system operated by Austraclear Ltd (in
accordance with the Regulations and Operating Manual of
Austraclear Ltd).
Registrar: Austraclear Services Limited (ABN 28 003 284 419).
Tax File Number:
The Issuer will deduct tax from payments of interest on the
Securities at the highest marginal tax rate plus the highest
Medicare levy if an Australian resident investor or a non-
resident investor carrying on business in Australia at or through
a permanent establishment of the non-resident in Australia has
not supplied an appropriate tax file number, Australian Business
Number or exemption details.
Withholding Tax: All payments by the Issuer of principal and interest in respect of
the Securities will be made free and clear of all Australian
withholding taxes, subject to exceptions, all as described in
Condition 8 (Taxation).
13
Public Offer Test: The Issuer proposes to issue Securities and to make payments
of interest in a manner which will satisfy the requirements of
section 128F of the Income Tax Assessment Act 1936 (Cth) of
Australia. The public offer test status of a Tranche of Securities
will be specified in the relevant Pricing Supplement.
Stamp Duty: Any stamp duty incurred at the time of the issue of the Securities
will be for the account of the Issuer. Any stamp duty payable on
the transfer of the Securities will be for the account of the
investors.
Investors are advised to seek independent advice regarding any
stamp duty or other taxes imposed by another jurisdiction upon
the transfer of, or interests in, Securities in any jurisdiction
outside Australia.
Governing Law: State of Victoria and Commonwealth of Australia.
Listing: Application may be made for one or more Tranches of
Securities issued under the Programme to be listed on the
Australian Securities Exchange or admitted to listing, trading
and/or quotation on such other exchange, listing authority or
quotation system specified in the relevant Pricing Supplement if
agreed between the Issuer and the relevant Dealers and
specified in the Pricing Supplement. Securities which are listed
on the Australian Securities Exchange will not be transferred
through or registered on the Clearing House Electronic
Subregister System (“CHESS”) and will not be CHESS
approved securities. In the event that an interface between the
Register maintained by the Registrar and CHESS is established
the documents relating to the Programme may be amended to
facilitate settlement on CHESS and so the Securities will
become CHESS approved securities.
Securities may also be unlisted.
Selling Restrictions: See the jurisdictions and restrictions set out in ‘‘Subscription
and Sale’’.
The Issuer is “Category 2” for the purpose of Regulation S under
the Securities Act.
Rating: Securities may be rated.
A rating is not a recommendation to buy, sell or hold Securities
and is subject to variation, suspension or withdrawal at any
time by the assigning organisation.
Any credit rating in respect of any Securities or the Issuer is for
distribution only to persons who are not a “retail client” within
the meaning of section 761G of the Corporations Act and are
also sophisticated investors, professional investors or other
investors in respect of whom disclosure is not required under
Part 6D.2 or Chapter 7 of the Corporations Act and, in all
cases, in such circumstances as may be permitted by
applicable law in any jurisdiction in which an investor may be
located. Anyone who is not such a person is not entitled to
receive this Information Memorandum and anyone who
14
receives it must not distribute it to any person who is not
entitled to receive it.
Calculation Agent: A Calculation Agent may be named in the Pricing Supplement
in respect of each Tranche of Securities. In certain
circumstances, the Issuer may terminate the appointment of the
Calculation Agent and appoint additional calculation agents or
appoint a leading bank or investment banking firm involved in
the interbank market that is most closely connected with the
calculation to act as a Calculation Agent. A Calculation Agent
may not resign its duties without a successor having been
appointed.
Additional Security Risks
(Subordinated Notes):
Without in any way limiting the section above titled “Security
Risks”, certain additional risks arise in respect of Subordinated
Notes.
Subordinated Notes issued under this Information
Memorandum are subject to mandatory Conversion into
ordinary shares of the Issuer (or a successor) (“Ordinary
Shares”), or Write-Off, if a Non-Viability Trigger Event occurs.
The applicable Pricing Supplement will specify whether the
Conversion option or the Write-Off option will apply. If a Non-
Viability Trigger Event occurs, on the date of such event
(“Trigger Event Date”), (1) if the Conversion option applies to
the Subordinated Notes, the Issuer will be required to Convert
some or all of the principal amount of the Subordinated Notes
into Ordinary Shares, or (2) if the Conversion option applies to
the Subordinated Notes but the Subordinated Notes are not
Converted for any reason within five Business Days after the
Trigger Event Date, or if the applicable Pricing Supplement
specifies the write-off option, the Issuer will be required to write
off some or all of the principal amount of the Subordinated Notes
and immediately and irrevocably terminate the rights of the
holders of such Subordinated Notes. Where a write-off occurs,
investors will lose some or all of the value of their investment
and will not receive any compensation.
It is a requirement under APRA’s prudential standards that any
term subordinated debt, in order to be eligible for inclusion as
regulatory capital, contain provisions for conversion or write-off
in the event of non-viability. The prudential standards do not
define non-viability and APRA has not provided specific
guidance on how it would determine non-viability. Non-viability
could be expected to include a serious impairment of ANZ’s
financial position. However, it is possible that APRA’s view of
non-viability may not be confined to solvency or capital
measures and APRA’s position on these matters may change
over time. APRA has indicated that non-viability is likely to arise
prior to the insolvency of an authorised deposit-taking
institution. Non-viability may be significantly impacted by a
number of factors, including factors which impact the business,
operation and financial condition of ANZ, such as systemic and
non-systemic macro-economic, environmental and operational
factors.
Where Subordinated Notes are Converted, investors may
receive Ordinary Shares worth significantly less than the
principal amount of the investor’s Subordinated Notes.
15
A Non-Viability Trigger Event could occur at any time.
There may be no market in Ordinary Shares received on
Conversion and investors may not be able to sell the Ordinary
Shares at a price equal to the value of their investment and as
a result may suffer loss. The sale of Ordinary Shares in the
Issuer may also be restricted by applicable Australian law and
as a result investors may suffer loss.
In certain circumstances, the Ordinary Shares that an investor
would receive on Conversion will be issued to a nominee, who
will sell the shares on behalf of that investor. The nominee will
have no duty to obtain a fair market price in such sale.
There are provisions of Australian law that are relevant to the
ability of any person to acquire interests in the Issuer beyond
the limits prescribed by those laws. Subordinated Noteholders
should take care to ensure that by acquiring any Subordinated
Notes which provide for such Subordinated Notes to be
Converted to Ordinary Shares, they do not breach any
applicable restrictions on the ownership of interests in the
Issuer. If the acquisition or conversion of such Subordinated
Notes by the Subordinated Noteholder or a nominee would
breach those restrictions the Issuer may be prevented from
Converting such Subordinated Notes and where Conversion is
required such Subordinated Notes may be required to be
Written-Off.
The requirement for conversion or write-off on account of a Non-
Viability Trigger Event does not apply to subordinated debt
issued by the Issuer prior to 1 January 2013, and accordingly
the holders of Subordinated Notes issued under this Information
Memorandum are likely to be in a worse position in the event of
the Issuer becoming non-viable than holders of subordinated
debt issued by the Issuer without a mandatory conversion or
write-off feature.
Depending upon its performance and financial position, there is
a risk that the Issuer may default on payment of some or all of
the interest or principal on a Subordinated Note. In this case,
investor’s rights are limited to certain specified remedies and,
for example, investors do not have the right to require the Issuer
to redeem the Subordinated Note early. Although the
Conditions may specify certain remedies (for example, seeking
an order for the winding-up of the Issuer) the grant of those
remedies may be in the discretion of the court, and as such may
not be granted.
Investors should note in particular Conditions 3.2, 5A to 5D
(inclusive), 10.2 and 11 and Schedule A to the Conditions.
Ordinary Shares: For a description of the rights and liabilities attaching to Ordinary
Shares of the Issuer issued on Conversion of the Subordinated
Notes, see the section “Description of Ordinary Shares”
below.
Redemption for regulatory
reasons (Subordinated
Notes):
The Pricing Supplement issued in respect of each Series of
Subordinated Notes will state whether those Subordinated
Notes may be redeemed if a Regulatory Event occurs (as
16
provided in Condition 5.2A (Redemption of Subordinated Notes
for regulatory reasons)).
Approval of APRA for
redemption (Subordinated
Notes):
The Issuer may not redeem any Subordinated Notes or
purchase, or procure that any of its Related Entities purchase,
any Subordinated Notes without the prior written approval of the
Australian Prudential Regulatory Authority (“APRA”).
Prospective purchasers of Subordinated Notes should not
expect that APRA’s consent will be given for any redemption of
Subordinated Notes.
Conditions to redemption
(Subordinated Notes):
The Issuer will not be permitted to redeem any Subordinated
Note unless (1) the Subordinated Note is replaced concurrently
or beforehand with Regulatory Capital of the same or better
quality and the replacement of the Subordinated Note is done
under conditions that are sustainable for the Issuer’s income
capacity or (2) APRA is satisfied that the Issuer’s capital position
at Level 1, Level 2 and, if applicable, Level 3 is well above its
minimum capital requirements after the Issuer elects to redeem
the Subordinated Note.
Conversion or Write-Off
(Subordinated Notes):
Subordinated Notes will be mandatorily Converted into Ordinary
Shares or Written-Off (as specified in the relevant Pricing
Supplement) where APRA determines that (1) such conversion
or write-off is necessary because, without it, the Issuer would
become non-viable; or (2) without a public sector injection of
capital or equivalent support, the Issuer would become non-
viable.
Approved NOHC
(Subordinated Notes):
ANZ may without the consent of Subordinated Noteholders (but
with the prior written approval of APRA) amend the terms and
conditions of the Subordinated Notes to enable substitution of
an Approved NOHC as the issuer of ordinary shares on
Conversion upon the occurrence of a Non-Viability Trigger
Event. Investors should note Condition 5D.
No Set-Off (Subordinated
Notes):
Neither the Issuer nor a Subordinated Noteholder has any
contractual right to set off any sum at any time due and payable
to a Subordinated Noteholder or the Issuer (as applicable)
under or in relation to the Subordinated Notes against amounts
owing by the Subordinated Noteholder to the Issuer or by the
Issuer to the Subordinated Noteholder (as applicable).
17
RANKING TABLE
If the Issuer becomes insolvent and is unable to pay its debts, an administrator or liquidator
would be expected to make distributions to its creditors in accordance with a statutory order
of priority. A simplified diagram illustrating the expected ranking of the Securities compared
to other creditors of the Issuer is set out below:
Type of obligation Examples of obligations/securities
Higher
ranking/
earlier
priority/
first to be
repaid
Secured debt and
liabilities preferred
by law
Senior ranking secured obligations
(such as collateralised liabilities to
central banks and clearing houses).
Liabilities which the Banking Act
provides are to be paid out of the
Issuer’s assets in Australia in priority to
liabilities in respect of Securities,
including protected accounts in
Australia (such as current accounts,
savings accounts and term deposit
accounts and certain liabilities to APRA
and debts to the RBA); other liabilities
preferred in a winding up, such as debts
due to the RBA, costs of the winding up
and certain employee entitlements.
The Medium
Term Notes
Unsubordinated
unsecured debt
The Medium Term Notes, other bonds
and notes, trade and general creditors.
(Note: covered bonds are an unsecured
claim on the Issuer but are secured over
certain assets of the Group).
The
Subordinated
Notes
Basel 3 compliant
Tier 2 Capital
instruments
The Subordinated Notes, other Tier 2
Capital instruments issued by the Issuer
and the Perpetual Capital Floating Rate
Notes.
(Note: if a Subordinated Note is
Converted, the Ordinary Shares that a
Holder receives on Conversion will rank
equally with other Ordinary Shares. If a
Subordinated Note is Written-Off,
Holders have no further claims on the
Issuer.)
Preference shares
and other equally
ranked
instruments
Additional Tier 1 Capital instruments
(such as capital notes and convertible
preference shares) and other
obligations ranking senior only to
ordinary shares.
Lower
ranking/
later
priority/
last to be
repaid
Ordinary shares Ordinary Shares
18
CONDITIONS OF THE SECURITIES
The following is the text of the terms and conditions that, subject to completion and amendment and as
supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall be
applicable to the Securities of each Series.
Words and expressions defined in the Deed Poll or used in the Pricing Supplement shall have the same
meanings where used in these Conditions unless the context otherwise requires or unless otherwise
stated and provided that, in the event of inconsistency between the Deed Poll and the Pricing
Supplement, the Pricing Supplement will prevail.
The Securities are constituted by a deed poll dated 20 June 2001 as last amended and restated on 11
March 2021 and as further amended and/or supplemented and/or restated as at the Issue Date of the
Securities (the “Deed Poll”) executed by Australia and New Zealand Banking Group Limited (the
“Issuer”) and issued with the benefit of the Registry Services Agreement. Copies of the Registry
Services Agreement, the Deed Poll and the relevant Pricing Supplement are available to the relevant
Registered Holders for inspection at the registered offices of the Issuer and Registrar which are, as at
the date hereof:
Issuer: Australia and New Zealand Banking Group Limited, ANZ Centre Melbourne,
Level 9, 833 Collins Street, Docklands, Victoria, 3008, Australia.
Registrar: Austraclear Services Limited, Level 4, 20 Bridge Street, Sydney, NSW 2000
The Registered Holders of the Securities and any person claiming through or under a Registered Holder
are entitled to the benefit of, are bound by and are deemed to have notice of all of the provisions
contained in the Deed Poll (including the relevant Pricing Supplement), the Information Memorandum
dated 11 March 2021 (including all documents incorporated by reference) and the Registry Services
Agreement.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Conditions, unless the context otherwise requires, the following defined terms shall
have the meanings set out below:
“Aggregate Principal Amount” means, in relation to a Tranche of Securities, the amount
specified in the Pricing Supplement or in relation to any Certificate the aggregate Principal
Amount of the Securities to which that Certificate relates.
“Amortisation Yield” has the meaning given in Condition 5.3(ii) unless otherwise specified in
the Pricing Supplement.
“Amortised Face Amount’’ has the meaning given to it in Condition 5.3(ii) unless otherwise
specified in the Pricing Supplement.
“Approved NOHC” means an entity which:
(i) is a non-operating holding company within the meaning of the Banking Act (which term,
as used herein, includes any amendments thereto, rules thereunder and any successor
laws, amendments and rules); and
(ii) has agreed for the benefit of Subordinated Noteholders:
(A) to issue fully paid ordinary shares in its capital under all circumstances when the
Issuer would otherwise have been required to Convert a Principal Amount of
Subordinated Notes, subject to the same terms and conditions as set out in these
Conditions (with all necessary modifications); and
19
(B) to use all reasonable endeavours to procure quotation of Approved NOHC
Ordinary Shares issued upon Conversion of relevant Subordinated Notes on the
Australian Securities Exchange.
“Approved NOHC Ordinary Shares” means a fully paid ordinary share in the capital of the
Approved NOHC.
“APRA” means the Australian Prudential Regulation Authority (or any successor
organisation).
“ASX Listing Rules” means the listing rules of the Australian Securities Exchange as
amended, varied or waived (whether in respect of the Issuer or generally) from time to time.
“ASX Operating Rules” means the market operating rules of the Australian Securities
Exchange as amended, varied or waived (whether in respect of the Issuer or generally) from
time to time.
‘‘Austraclear’’ means Austraclear Ltd (ABN 94 002 060 773).
“Austraclear Participant” means a Participant as defined in the Austraclear Regulations.
‘‘Austraclear Regulations’’ means the regulations known as the ‘Austraclear Regulations’
established by Austraclear (as amended from time to time), together with any subsidiary rules
or procedures of Austraclear that govern the use of the Austraclear System.
‘‘Austraclear System’’ means the system operated by Austraclear for holding Securities and
the electronic recording and settling of transactions in those Securities between members of
that system.
“Australia” means the Commonwealth of Australia.
‘‘Australian Dollars” and “A$” means the lawful currency for the time being of Australia.
"Australian Securities Exchange" means ASX Limited (ABN 98 008 624 691) or the
Australian Securities Exchange operated by it (as the context requires).
“Banking Act” means Banking Act 1959 of Australia.
“BBSW Page” has the meaning given in Condition 4.2.
“Broken Amount” means the amount specified as such in (or calculated in accordance with
the provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the
Subordinated Notes, in accordance with Condition 5A.4.
‘‘Business Day’’ means:
(i) for the purposes of Conditions 5A to 5D (inclusive), means a day which is a business day
within the meaning of the ASX Listing Rules; and
(ii) for all other purposes, means a day (other than a Saturday or Sunday or public
holiday) on which commercial banks and foreign exchange markets settle
payments in Sydney and in such other places as are specified as “Additional
Financial Centres” in the Pricing Supplement.
‘‘Business Day Convention’’ means a convention for adjusting any date if it would otherwise
fall on a day that is not a Business Day and the following Business Day Conventions, where
specified in the relevant Pricing Supplement in relation to any date applicable to any Security,
have the following meanings:
20
(i) “Floating Rate Business Day Convention” means that the date is postponed to the
next day that is a Business Day unless it would thereby fall into the next calendar month,
in which event (x) such date shall be brought forward to the immediately preceding
Business Day and (y) each subsequent such date shall be the last Business Day of the
month in which such date would have fallen had it not been subject to adjustment;
(ii) ‘‘Following Business Day Convention’’ means that the date is postponed to the first
following day that is a Business Day;
(iii) ‘‘Modified Following Business Day Convention’’ or Modified Business Day
Convention means that the date is postponed to the first following day that is a Business
Day unless that day falls in the next calendar month in which case that date is the first
preceding day that is a Business Day; and
(iv) ‘‘Preceding Business Day Convention’’ means that the date is brought forward to the
first preceding day that is a Business Day.
Where no Business Day Convention is specified in a relevant Pricing Supplement, it shall be
deemed to be the Modified Following Business Day Convention.
‘‘Calculation Agent’’ means, in respect of a Tranche of Securities, the person specified as
the Calculation Agent in the relevant Pricing Supplement. The Calculation Agent must be the
same for all Securities in a Series.
‘‘Certificate’’ means a certificate confirming registered ownership of a Security.
‘‘CHESS’’ means the Clearing House Electronic Subregister System operated by the
Australian Securities Exchange, or its affiliates or successors.
“Code’’ means the U.S. Internal Revenue Code of 1986.
‘‘Condition’’ means the correspondingly numbered condition in these terms and conditions.
“Control” has the meaning given in the Corporations Act.
“Controlled Entity” shall mean, in respect of the Issuer, an entity the Issuer Controls.
“Conversion” means, in relation to a Subordinated Note, the allotment and issue of Ordinary
Shares and the termination of the holder’s rights in relation to the relevant Principal Amount of
that Subordinated Note, in each case in accordance with Schedule A to these Conditions, and
“Convert”, “Converting” and “Converted” have corresponding meanings.
“Conversion Number” has the meaning given to it in Schedule A.
‘‘Corporations Act’’ means the Corporations Act 2001 (Cth) of Australia.
‘‘Day Count Fraction’’ means, in relation to the calculation of an amount of interest on any
Security for any period of time (from and including the first day of such period to but excluding
the last) (whether or not constituting an Interest Accrual Period, the "Calculation Period’’):
(i) if ‘‘Actual/360’’ is specified in the Pricing Supplement, the actual number of days in the
Calculation Period divided by 360;
(ii) if ‘‘Actual/365’’ or "Actual/Actual’’ is specified in the Pricing Supplement, the actual
number of days in the Calculation Period divided by 365 (or, if any portion of that
Calculation Period falls in a leap year, the sum of (A) the actual number of days in that
portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual
number of days in that portion of the Calculation Period falling in a non-leap year divided
by 365);
21
(iii) if ‘‘Actual/365 (fixed)’’ is specified in the Pricing Supplement, the actual number of
days in the Calculation Period divided by 365;
(iv) if ‘‘Actual/Actual (ICMA)’’ is specified in the Pricing Supplement:
(a) if the Calculation Period is equal to or shorter than the Determination Period
during which it falls, the number of days in the Calculation Period divided by the
product of:
(A) the number of days in such Determination Period; and
(B) the number of Determination Periods normally ending in any year;
and
(b) if the Calculation Period is longer than one Determination Period, the sum of:
(A) the number of days in such Calculation Period falling in the
Determination Period in which it begins divided by the product of (1)
the number of days in such Determination Period and (2) the number
of Determination Periods normally ending in any year; and
(B) the number of days in such Calculation Period falling in the next
Determination Period divided by the product of (1) the number of
days in such Determination Period and (2) the number of
Determination Periods normally ending in any year
where:
‘‘Determination Period’’ means the period from and including an Interest
Payment Date in any year to but excluding the next Interest Payment Date;
(v) if ‘‘30/360’’ is specified in the Pricing Supplement, the number of days in the Calculation
Period divided by 360 (the number of days to be calculated on the basis of a year of 360
days with 12 30-day months); and
(vi) if ‘‘RBA Bond Basis’’ is specified in the Pricing Supplement, one divided by the number
of Interest Payment Dates in a year.
“Deed Poll” means the deed poll dated 20 June 2001 as last amended and restated on 11
March 2021 and as further amended and/or supplemented and/or restated as at the Issue
Date of the Securities, executed by the Issuer.
“Director” means a director of the Issuer.
‘‘Early Redemption Amount’’ means the amount which may be payable in respect of a
Security which is, in relation to a Security other than a Zero Coupon Security, its Principal
Amount or, in relation to a Zero Coupon Security, as specified in Condition 5.3, unless
otherwise specified as such in (or calculated or determined in accordance with the provisions
of) the relevant Pricing Supplement.
“Equal Ranking Securities” means any present or future instrument that ranks in a winding-
up of the Issuer as the most junior claim in the winding-up of the Issuer ranking senior to
Junior Ranking Securities, and includes:
(i) if on issue at the commencement of the winding-up of the Issuer, the Perpetual Capital
Floating Rate Notes issued under the trust deed dated 30 October 1986 between the
Issuer and Bankers Trustee Company Limited, as amended from time to time (except in
so far as such amendment is inconsistent with such ranking); and
(ii) any other instruments issued as Relevant Tier 2 Securities.
22
‘‘Event of Default’’ in respect of Medium Term Notes, has the meaning given to it in
Condition 10.1 and, in respect of Subordinated Notes, has the meaning given in Condition
10.2.
‘‘Extraordinary Resolution’’ has the meaning given to it in the Meeting Provisions.
“FATCA” means:
(i) Sections 1471-1474 of the Code (or any amended or successor version to the Code) and
any current or future regulations or official interpretations thereof;
(ii) any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance or practices adopted
pursuant to any intergovernmental agreement entered into in connection with the
implementation of either such sections of the Code or analogous provisions of non-U.S.
law; or
(iii) any agreement pursuant to the implementation of paragraphs (i) or (ii) above with the
U.S. Internal Revenue Service, the U.S. government or any governmental or taxation
authority in any other jurisdiction.
“FATCA Withholding” means any deduction or withholding made for or on account of
FATCA.
‘‘Final Redemption Amount’’ means the amount payable in respect of a Security which is its
Principal Amount unless otherwise specified as such in (or calculated in accordance with the
provisions of) the relevant Pricing Supplement.
“Fixed Coupon Amount” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in
the case of the Subordinated Notes, in accordance with Condition 5A.4.
“Fixed Rate Security” means a Security that bears interest at a fixed rate specified in the
relevant Pricing Supplement.
‘‘Floating Rate Security’’ means a Security that bears interest at a floating rate specified in
the relevant Pricing Supplement.
“Foreign Holder” has the meaning given in Condition 5B.4.
“GST” has the meaning given to it in Section 195-1 of the A New Tax System (Goods and
Services Tax) Act 1999 (Cth).
“Inability Event” shall mean the Issuer is prevented by applicable law or order of any court or
action of any government authority (including regarding the insolvency, winding-up or other
external administration of the Issuer) or any other reason from Converting the Subordinated
Notes.
‘‘Index’’ means the index applying to a Security, as specified in the relevant Pricing
Supplement.
“Index Linked Interest Security” means a Security (other than a Subordinated Note) that
bears interest at a rate calculated by reference to an Index.
“Index Linked Redemption Security” means a Security (other than a Subordinated Note)
the Early or Final Redemption Amount in respect of which is calculated by reference to an
Index.
“Index Linked Securities” means an Index Linked Interest Security or an Index Linked
Redemption Security.
23
“Instalment Amount” means the amount specified as such in (or calculated in accordance
with the provisions of) the relevant Pricing Supplement.
‘‘Interest Accrual Period’’ means the period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the first Interest Period Date and each
successive period beginning on (and including) an Interest Period Date and ending on (but
excluding) the next succeeding Interest Period Date during the relevant Interest Period, except
that the last Interest Accrual Period ends on (and excludes) the Maturity Date or the date of
any earlier redemption of a Security in accordance with the Conditions.
‘‘Interest Amount’’ means the amount of interest payable in respect of a Security, and in the
case of Fixed Rate Securities, also means the Fixed Coupon Amount or Broken Amount, as
the case may be, so specified in the relevant Pricing Supplement and, in the case of the
Subordinated Notes, as it may be adjusted in accordance with Condition 5A.4.
“Interest Basis” means the interest basis specified as such in the relevant Pricing
Supplement.
‘‘Interest Commencement Date’’ means the Issue Date in respect of Securities or such other
date as may be specified in the Pricing Supplement.
‘‘Interest Determination Date’’ means, with respect to a Rate of Interest and Interest Accrual
Period, the date specified as such in the Pricing Supplement or, if none is so specified the first
day of such Interest Accrual Period.
‘‘Interest Payment Date’’ means the date or dates specified as such in, or determined in
accordance with the provisions of, the relevant Pricing Supplement and adjusted, if not a
Business Day, in accordance with the applicable Business Day Convention.
‘‘Interest Period’’ means the period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the first Interest Payment Date and each
successive period beginning on (and including) an Interest Payment Date and ending on (but
excluding) the next succeeding Interest Payment Date, except that the final Interest Period
ends on (but excludes) the Maturity Date or any other period specified in the Pricing
Supplement.
‘‘Interest Period Date’’ means each Interest Payment Date unless otherwise specified in the
Pricing Supplement.
‘‘Issue Date’’ means the date of issue of the Securities as specified in or determined in
accordance with the relevant Pricing Supplement.
“Issue Date VWAP” has the meaning given in Schedule A.
“Issue Price’’ means the issue price for Securities specified in, calculated in or determined in
accordance with the provisions of the Pricing Supplement.
“Issuer’’ means Australia and New Zealand Banking Group Limited (ABN 11 005 357 522).
“Issuer Group” shall mean the Issuer and its Controlled Entities.
“Junior Ranking Securities” means any present or future instrument:
(i) issued as Tier 1 Capital; and
(ii) that by its terms is, or is expressed to be, subordinated in a winding-up of the Issuer to
the claims of Subordinated Noteholders and other Equal Ranking Securities.
24
“Level 1”, “Level 2” and “Level 3” means those terms as defined by APRA from time to
time.
“Margin” means the margin specified as such in the relevant Pricing Supplement.
‘‘Maturity Date’’ means the maturity date specified in, or determined in accordance with the
provisions of, the relevant Pricing Supplement and as recorded in the Register.
“Maximum Rate of Interest’’ means the maximum interest rate (if any) specified in, or
calculated or determined in accordance with the provisions of the relevant Pricing
Supplement.
“Maximum Redemption Amount” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement.
“Medium Term Note” means an unsubordinated Note as more fully described in
Condition 3.1.
“Meeting Provisions’’ means the provisions for the convening of meetings of, and passing of
resolutions by, Registered Holders set out in Schedule 2 of the Deed Poll.
“Minimum Rate of Interest" means the minimum interest rate (if any) specified in, or
calculated or determined in accordance with the provisions of the relevant Pricing
Supplement.
“Minimum Redemption Amount” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement.
“Non-Viability Determination” has the meaning given in Condition 5A.2.
“Non-Viability Trigger Event” has the meaning given in Condition 5A.2.
“Note” means either an unsubordinated or a subordinated medium term note being a debt
obligation of the Issuer owing to a Registered Holder, the details of which are identified in the
Register, and, in these Conditions, references to Notes are references to Notes of the relevant
Series.
“Noteholder’’ means the Registered Holder of a Note.
“Offshore Associate” means an associate (as defined in section 128F of the Income Tax
Assessment Act 1936 (Cth) of Australia) of the Issuer that is either a non-resident of Australia
which does not acquire the Securities in carrying on a business at or through a permanent
establishment in Australia or, alternatively, a resident of Australia that acquires the Securities
in carrying on business at or through a permanent establishment outside of Australia.
“Optional Redemption Amount” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in
the case of the Subordinated Notes, in accordance with Condition 5A.4.
“Optional Redemption Date” means the date or dates specified as such in the relevant
Pricing Supplement.
“Ordinary Share” shall mean a fully paid ordinary share in the capital of the Issuer.
“outstanding’’ means in relation to the Securities of any Series, all the Securities issued
other than (a) those that have been redeemed in accordance with the Conditions, (b) those
which have become void or in respect of which claims have become prescribed (c) those
which have been purchased and cancelled as provided for in the Conditions and (d) to the
extent Converted or Written-Off.
25
“Pricing Supplement’’ means the pricing supplement document prepared in relation to the
Securities of the relevant Tranche.
“Principal Amount’’ means the notional principal amount of each Security which will, unless
indicated otherwise or, in the case of the Subordinated Notes, as provided in Condition 5A.4,
be the same amount as the “Specified Denomination” of each Security so specified in the
relevant Pricing Supplement.
“Programme’’ means the Australian Dollar Debt Issuance Programme of the Issuer providing
for the issue of Notes by the Issuer.
“Publication Time” means the Relevant Time or such other time at which a Reference Rate
customarily appears on the Relevant Screen Page.
“Rate of Interest’’ means the rate of interest payable from time to time in respect of a
particular Security and that is either specified or calculated in accordance with the provisions
set out in the Pricing Supplement.
“Rate Multiplier” means the rate multiplier specified as such in the relevant Pricing
Supplement.
“Record Date’’ means, in the case of payments of interest or principal, the date specified in
relevant Pricing Supplement, prior to the relevant payment date.
“Reference Banks’’ means the institutions specified as such in the Pricing Supplement or, if
none, four major banks selected by the Calculation Agent in the interbank market (or, if
appropriate, money, swap or over-the-counter index options market) that is most closely
connected with the Reference Rate specified in the Pricing Supplement.
“Reference Rate” means the rate, if any, specified in the relevant Pricing Supplement.
“Reference Rate Disruption Event” has the meaning given in Condition 4.2.
“Register’’ means the register of Registered Holders maintained by the Registrar in
accordance with the Registry Services Agreement or such other relevant agreement between
the Registrar and the Issuer.
“Registered Holder’’ means:
(i) in respect of Subordinated Notes only and only for so long as such Subordinated Notes
are held in the Austraclear System, for the purposes of determining the person entitled
to be issued Ordinary Shares (or, where Condition 5B.4 applies, the net proceeds of sale
of such shares) and the amount of their entitlements, a person who is an Austraclear
Participant; and
(ii) otherwise, in relation to any Security, a person whose name is for the time being recorded
in the Register to signify ownership of the Security. If the Security is owned jointly by
more than one person, a Registered Holder includes a person whose name appears in
the Register as a joint owner.
“Registrar" means Austraclear Services Limited (ABN 28 003 284 419) or such other person
appointed and notified by the Issuer.
“Registry Office’’ means the following office of the Registrar: Level 4, 20 Bridge Street,
Sydney, NSW 2000 or such other place notified by the Issuer or the Registrar.
“Registry Services Agreement’’ means the Registry Services Agreement dated 4 August
2010 as amended from time to time, between the Registrar and the Issuer.
“Regulatory Capital” shall mean a Tier 1 Capital Security or a Tier 2 Capital Security.
26
“Regulatory Event” has the meaning given in Condition 5.2A.
“Related Entity” has the meaning given by APRA from time to time.
“Relevant Date” in respect of any Security means the date on which payment in respect of it
first becomes due or (if any amount of the money payable is improperly withheld or refused)
the date on which payment in full of the amount outstanding is made or (if earlier) the date
seven days after that on which notice is duly given to the Registered Holders that such
payment will be made, provided that payment is in fact made.
“Relevant Financial Centre’’ means, with respect to any Floating Rate Security to be
determined in accordance with Screen Rate Determination on an Interest Determination Date
the financial centre specified as such in the Pricing Supplement or, if none is so specified, the
financial centre with which the relevant Reference Rate is most closely connected.
“Relevant Screen Page” means the page specified as such in the relevant Pricing
Supplement
“Relevant Securities” means each of the:
(i) Relevant Tier 1 Securities; and
(ii) Relevant Tier 2 Securities;
“Relevant Tier 1 Security” means, where a Non-Viability Trigger Event occurs, a Tier 1
Capital Security that, in accordance with its terms or by operation of law, is capable of being
converted into Ordinary Shares or written-off upon the occurrence of that event.
“Relevant Tier 2 Security” means, where a Non-Viability Trigger Event occurs, a Tier 2
Capital Security that, in accordance with its terms or by operation of law, is capable of being
converted into Ordinary Shares or written-off upon the occurrence of that event.
“Relevant Time’’ means, with respect to any Interest Determination Date, the relevant time
specified in the Pricing Supplement.
“Reserve Bank Act” means Reserve Bank Act 1959 of Australia.
“Screen Rate Determination” has the meaning specified in the Pricing Supplement and in
Condition 4.2(ii).
“Security’’ means a Medium Term Note or Subordinated Note.
“Senior Creditors” means all present and future creditors of the Issuer (including but not
limited to depositors of the Issuer whose claims:
(i) would be entitled to be admitted in the winding up of the Issuer; and
(ii) are not in respect of Equal Ranking Securities or Junior Ranking Securities.
“Senior Executive” means:
(i) those officers classified by the Issuer as "Group 1 Employees" or as "Senior Executives";
(ii) all ANZ Country Heads; and
(iii) a person who, for the time being is acting in any of the positions of persons identified in
paragraphs (i) or (ii) above,
27
and a certificate given by a company secretary of the Issuer or an assistant company
secretary of the Issuer stating that a person qualifies as a person within paragraph (i), (ii) or
(iii) is conclusive evidence of that fact.
‘‘Series’’ means a Tranche of Securities together with any further Tranche or Tranches of
Securities which are:
(i) expressed to be consolidated and form a single Series; and
(ii) identical in all respects (including as to listing) except for the respective Issue Dates,
Interest Commencement Dates, Issue Prices or amounts of the first payment of interest.
“Solvent” means at any time in respect of the Issuer:
(i) it is able to pay all its debts as and when they become due and payable; and
(ii) its assets exceed its liabilities, in each case determined on an unconsolidated stand-
alone basis.
“Specified Denomination” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in
the case of the Subordinated Notes, in accordance with Condition 5A.4.
“Subordinated Note’’ means a subordinated Note as more fully described in Condition 3.2.
“Subordinated Noteholder’’ means the Registered Holder of a Subordinated Note.
“Successor Reference Rate” has the meaning given in Condition 4.2.
“Taxes” has the meaning given in Condition 8.1.
“Tier 1 Capital” means the Tier 1 capital of the Issuer (on a Level 1 basis) or the Issuer
Group (on a Level 2 basis or, if applicable, a Level 3 basis) as defined by APRA from time to
time.
“Tier 1 Capital Security” means a share, note or other security or instrument constituting
Tier 1 Capital.
“Tier 2 Capital” means Tier 2 capital of the Issuer (on a Level 1 basis) or the Issuer Group
(on a Level 2 basis or, if applicable, a Level 3 basis) as defined by APRA from time to time.
“Tier 2 Capital Security” means a note or other security or instrument constituting Tier 2
Capital.
“Trigger Event Date” means the date (whether or not a Business Day) on which APRA
notifies the Issuer of a Non-Viability Trigger Event as contemplated in Condition 5A.2.
“Trigger Event Notice” has the meaning given to it in Condition 5A.3.
“Tranche’’ means Securities that are identical in all respects (including as to listing).
“U.S.” means the United States.
“VWAP” has the meaning given in Schedule A.
“Written-Off”:
(i) where Condition 5B applies, has the meaning given to it in Condition 5B.7; and
(ii) where Conditions 5C applies, has the meaning given to it in Condition 5C.2.
28
“Zero Coupon Security’’ means a Note (other than a Subordinated Note) that does not bear
interest.
1.2 Interpretations
In these Conditions unless the contrary intention appears:
(i) a reference to Conditions is a reference to these Conditions as supplemented, modified
or altered by the relevant Pricing Supplement;
(ii) a reference to a statute, ordinance, code or other law includes regulations and other
instruments under it and consolidations, amendments, re-enactments or replacements of
any of them;
(iii) the singular includes the plural and vice versa;
(iv) the word “person” incorporates a firm, body corporate, an unincorporated association or
an authority;
(v) a reference to a person incorporates references to the person’s executors, administrators,
successors, substitutes (including, without limitation, persons taking by novation) and
assigns;
(vi) a reference to any thing (including, without limitation, any amount) is a reference to the
whole and each part of it and a reference to a group of persons is a reference to all of
them collectively, to any two or more of them collectively and to each of them individually;
(vii) unless otherwise specified to the contrary, any reference to a particular time is a reference
to Sydney time;
(viii) headings are inserted for convenience and do not affect the interpretation of these
Conditions;
(ix) all references to the issue or issuance of Securities are to the issue of Notes by the Issuer;
(x) any provisions which refer to the requirements of APRA or any other prudential regulatory
requirements will apply to the Issuer only if the Issuer is an entity, or the holding company
of an entity, or is a direct or indirect subsidiary of an Approved NOHC, subject to
regulation and supervision by APRA at the relevant time;
(xi) any provisions which require APRA’s consent or approval will apply only if APRA requires
that such consent or approval be given at the relevant time;
(xii) any provisions in these Conditions requiring the prior approval of APRA for a particular
course of action to be taken by the Issuer do not imply that APRA has given its consent
or approval to the particular action as of the Issue Date of the applicable Security;
(xiii) a reference to any term defined by APRA (including, without limitation, “Level 1”,
“Level 2”, “Level 3”, “Tier 1 Capital” and “Tier 2 Capital”) shall, if that term is replaced or
superseded in any of APRA’s applicable prudential regulatory requirements or standards,
be taken to be a reference to the replacement or equivalent term;
(xiv) the terms takeover bid, relevant interest and scheme of arrangement when used in these
Conditions have the meaning given in the Corporations Act;
(xv) for the avoidance of doubt, if Conversion under Condition 5B or Write-Off under Condition
5C of Subordinated Notes is to occur on a Trigger Event Date, then that Conversion or
Write-Off must occur on that date notwithstanding that it may not be a Business Day;
29
(xvi) a reference to a term defined by the ASX Listing Rules or the ASX Operating Rules shall,
if that term is replaced in those rules, be taken to be a reference to the replacement term;
and
(xvii) in respect of Ordinary Shares, if the principal securities exchange on which the Ordinary
Shares are listed becomes other than the Australian Securities Exchange, unless the
context otherwise requires a reference to the Australian Securities Exchange shall be
read as a reference to that principal securities exchange and a reference to the ASX
Listing Rules, the ASX Operating Rules or any term defined in any such rules, shall be
read as a reference to the corresponding rules of that exchange or corresponding defined
terms in such rules (as the case may be).
2. FORM, DENOMINATION AND TITLE
2.1 Constitution
The Securities are registered debt obligations of the Issuer constituted by and owing under the
Deed Poll. The obligations of the Issuer in respect of these Conditions and the relevant Pricing
Supplement extend to each individual Security and, following on from that, the Registered
Holder of each Security without the Registered Holder having to join forces with any other
Registered Holder or any predecessor in title of that Registered Holder of a Security.
2.2 Title
Entry of the name of the person purchasing a Security, or the transferee of a Security on the
Register at the relevant time will constitute the passing of title of that Security and will be
conclusive evidence of that person’s entitlements to receive interest and repayment of
principal in the manner provided for in these Conditions (subject to rectification for fraud or
error). A Security registered in the name of more than one person is held by those persons as
joint tenants (unless requested otherwise and in a form satisfactory to the Issuer). Securities
will be registered by name only without reference to any trusteeship. Neither the Issuer nor
the Registrar is, except as required by law, obliged to take notice of any other claim to a
Security.
2.3 Independent Obligations
Each entry in the Register constitutes the separate and individual title of the Registered Holder
to the indebtedness of the Issuer to that relevant Registered Holder.
2.4 Location of Register
The Register will be established and maintained by the Registrar at its Registry Office unless
otherwise specified in the relevant Pricing Supplement.
2.5 Denomination
(i) Securities are issued in the Specified Denominations specified in the Pricing Supplement.
Securities may only be sold in Australia if the aggregate consideration payable to the Issuer
by the purchaser is at least A$500,000 (disregarding moneys lent by the Issuer or its
associates) or if the Securities are otherwise sold in a manner which does not require
disclosure to investors in accordance with Part 6D.2 and Chapter 7 of the Corporations Act.
(ii) Securities may only be issued by the Issuer in a jurisdiction or jurisdictions other than
Australia if the issue is in compliance with the laws of the jurisdiction in which the issue or
sale is made and the Securities are otherwise issued or sold in a manner that does not
require disclosure to investors under the laws of that jurisdiction or those jurisdictions.
30
2.6 Austraclear
If Securities are lodged in the Austraclear System, the Registrar will enter Austraclear in the
Register as the Registered Holder of those Securities. While those Securities remain in the
Austraclear System, all dealings (including transfers and payments) in relation to those
Securities within the Austraclear System will be governed by the regulations for the
Austraclear System and need not comply with these Conditions to the extent of any
inconsistency provided that, in respect of Subordinated Notes, the regulations of the
Austraclear System do not override these Conditions if it would impact the eligibility of the
Subordinated Notes as Tier 2 Capital.
2.7 Certificates
No certificate or other evidence of title will be issued by or on behalf of the Issuer to evidence
title to a Security unless the Issuer determines that such certificates should be made available
or it is required to do so pursuant to any applicable law or regulation.
2.8 Acknowledgment
Where Austraclear is recorded in the Register as the Registered Holder, each person in
whose Security Record (as defined in the Austraclear Regulations) that Security is recorded is
deemed to acknowledge in favour of the Registrar and Austraclear that:
(i) the Registrar’s decision to act as the Registrar of the Security does not constitute a
recommendation or endorsement by the Registrar or Austraclear in relation to the
Security but only indicates that such Security is considered by the Registrar to be
compatible with the performance by it of its obligations as Registrar under its agreement
with the Issuer to act as Registrar of the Security; and
(ii) the Registered Holder does not rely on any fact, matter or circumstance contrary to
Condition 2.8(i).
2.9 Australian Securities Exchange Listing
Securities which are listed on the Australian Securities Exchange will not be transferred
through or registered on CHESS and will not be CHESS approved securities. In the event that
an interface between the Register maintained by the Registrar and CHESS is established the
Conditions and any other Programme documents may be amended to facilitate settlement on
CHESS and so that the Securities will become CHESS approved securities.
3. STATUS
The Securities may be Medium Term Notes or Subordinated Notes as specified in the
applicable Pricing Supplement.
The Securities are not a deposit liability or protected account for the purposes of the Banking
Act and do not otherwise benefit from a priority under the Banking Act or other applicable law.
3.1 Medium Term Notes
The Medium Term Notes constitute senior, direct, unconditional and unsecured obligations of
the Issuer and rank pari passu among themselves and pari passu with all other present and
future unsubordinated and unsecured obligations of the Issuer (save for certain liabilities
mandatorily preferred by law including, but not limited to, amounts given priority under the
Banking Act and the Reserve Bank Act).
The Medium Term Notes rank senior to the Issuer's subordinated obligations, including the
Subordinated Notes.
31
The Medium Term Notes are not a deposit liability or protected account for the purposes of the
Banking Act and do not otherwise benefit from a priority under the Banking Act or other
applicable law.
3.2 Subordinated Notes
The Subordinated Notes constitute direct and unsecured subordinated obligations of the
Issuer and, unless otherwise specified in the applicable Pricing Supplement and subject to
Conditions 5A to 5C (inclusive), rank pari passu among themselves and with Equal Ranking
Securities. In the event of the winding-up of the Issuer (see Condition 11 (Subordination)) and
prior to the commencement of the winding-up of the Issuer (see Condition 4.10), the principal
amount of, any interest on, and any other payments, including additional amounts, in respect
of the Subordinated Notes will rank behind all claims of Senior Creditors and subject to
Conditions 5A to 5C (inclusive), pari passu with Equal Ranking Securities and ahead of Junior
Ranking Securities.
Neither the Issuer nor a Subordinated Noteholder has any contractual right to set off any sum
at any time due and payable to a Subordinated Noteholder or the Issuer (as applicable) under
or in relation to the Subordinated Notes against amounts owing by the Subordinated
Noteholder to the Issuer or by the Issuer to the Subordinated Noteholder (as applicable).
The Subordinated Notes do not limit the amount of liabilities ranking senior to the
Subordinated Notes that may be hereafter incurred or assumed by the Issuer.
The Subordinated Notes are not a deposit liability of the Issuer or protected account for the
purposes of the Banking Act and do not otherwise benefit from a priority under the Banking
Act or other applicable law.
4. INTEREST AND OTHER CALCULATIONS
4.1 Interest on Fixed Rate Securities
Each Fixed Rate Security bears interest on its outstanding Principal Amount from, and
including, the Interest Commencement Date at the rate per annum (expressed as a
percentage) equal to the Rate of Interest, such interest being payable in arrears on each
Interest Payment Date. If a Fixed Coupon Amount or a Broken Amount is specified in the
applicable Pricing Supplement, the amount of interest payable on each Interest Payment Date
will amount to the Fixed Coupon Amount or, if applicable, the Broken Amount so specified and
in the case of the Broken Amount will be payable on the particular Interest Payment Date(s)
specified in the applicable Pricing Supplement.
4.2 Interest on Floating Rate Securities and Index Linked Interest Securities
(i) Interest Payment Dates: Each Floating Rate Security and Index Linked Interest Security
bears interest on its outstanding Principal Amount from the Interest Commencement Date
at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such
interest being payable in arrears on each Interest Payment Date. Such Interest Payment
Date(s) is/are either specified in the Pricing Supplement as the Interest Payment Dates or,
if no Interest Payment Date(s) are specified, Interest Payment Date shall mean each date
which falls the number of months or other period shown in the Pricing Supplement as the
Interest Period after the preceding Interest Payment Date or, the case of the first Interest
Payment Date, after the Interest Commencement Date.
(ii) Rate of Interest for Floating Rate Securities: The Rate of Interest in respect of Floating
Rate Securities for each Interest Accrual Period shall be determined by the Calculation
Agent in the manner specified in the Pricing Supplement and the provisions below relating
to Screen Rate Determination shall apply (as amended by the Pricing Supplement).
32
Screen Rate/Reference Bank Determination (non BBSW)
(x) If Screen Rate Determination is specified in the Pricing Supplement as
the manner in which the Rate of Interest is to be determined and the
Rate of Interest specified in the Pricing Supplement is a rate other than
“BBSW”, the Rate of Interest for each Interest Accrual Period shall be
calculated (as determined by the Calculation Agent) on the following
basis:
(I) if the Reference Rate is a composite quotation or a quotation
customarily supplied by one entity, the Calculation Agent will
determine the Reference Rate which appears on the Relevant
Screen Page at the then prevailing Publication Time on the
relevant Interest Determination Date; or
(II) in any other case, the Calculation Agent will determine the
arithmetic mean of the Reference Rates which appear on the
Relevant Screen Page at the then prevailing Publication Time on
the relevant Interest Determination Date;
(y) if paragraph (x)(I) above applies and no Reference Rate appears on the
Relevant Screen Page at the then prevailing Publication Time on the
Interest Determination Date or if sub-paragraph (x)(II) applies and fewer
than two Reference Rates appear on the Relevant Screen Page at the
then prevailing Publication Time on the Interest Determination Date or if,
in either case, the Relevant Screen Page is unavailable, subject as
provided below, the Rate of Interest shall be the arithmetic mean of the
Reference Rates that each of the Reference Banks is quoting (or such
of them, being at least two, as are so quoting) to leading banks in the
Relevant Financial Centre at the Publication Time on the Interest
Determination Date, as determined by the Calculation Agent; and
(z) if paragraph (y) above applies and the Calculation Agent determines that
fewer than two Reference Banks are so quoting the Reference Rate,
subject as provided below, the Rate of Interest shall be the arithmetic
mean of the rates per annum (expressed as a percentage) that the
Calculation Agent determines to be the rates (being the nearest
equivalent to the Reference Rate) that at least two out of five leading
banks selected by the Calculation Agent (after consultation with the
Issuer) in the Relevant Financial Centre, are quoting at or about the then
prevailing Publication Time for a period equivalent to the relative Interest
Accrual Period to leading banks carrying on business in the Relevant
Financial Centre; except that, if fewer than two of such banks are so
quoting to such leading banks, the Rate of Interest shall be the Rate of
Interest determined on the previous Interest Determination Date (in the
case of the Medium Term Notes only, after readjustment for any
difference between any Margin, Rate Multiplier or Maximum or Minimum
Rate of Interest applicable to the preceding Interest Accrual Period and
to the relevant Interest Accrual Period).
Screen Rate Determination - BBSW
(aa) If Screen Rate Determination is specified in the Pricing Supplement as
the manner in which the Rate of Interest is to be determined and the
Reference Rate specified in the Pricing Supplement is “BBSW”, the
Reference Rate for each Interest Accrual Period shall be the rate
(expressed as an interest rate per annum and rounded up, if necessary,
to the fourth decimal place) for prime bank eligible securities having a
tenor approximately equal to the relevant Interest Accrual Period which
33
is designated as the “AVG MID” on the Thomson Reuters Screen
“BBSW” Page (“BBSW Page”) at the then prevailing Publication Time;
(bb) If the Reference Rate does not appear on the BBSW Page at the then
prevailing Publication Time, the Rate of Interest shall be determined in
good faith by the Calculation Agent on the Interest Determination Date,
having regard, to the extent possible, to the rates otherwise bid and
offered at or around the time which is 15 minutes after the then prevailing
Publication Time on the Interest Determination Date for prime bank
eligible securities having a tenor approximately equal to the relevant
Interest Accrual Period; and if such rates are not available, the rates
otherwise bid or offered at or around the time which is 15 minutes after
the then prevailing Publication Time on the Interest Determination Date
for funds having a tenor approximately equal to the Interest Accrual
Period; and
(cc) Subject to Condition 4.2(iii), if the Calculation Agent is unable to
determine the Rate of Interest in accordance with paragraph (bb), the
Rate of Interest shall be the Rate of Interest determined on the previous
Interest Determination Date (in the case of the Medium Term Notes only,
after readjustment for any difference between any Margin, Rate
Multiplier or Maximum or Minimum Rate of Interest applicable to the
preceding Interest Accrual Period and to the relevant Interest Accrual
Period).
(iii) Any reference in these Conditions or in a Pricing Supplement to a screen page on
Thomson Reuters or on Bloomberg or other service means the display page so
designated on the Thomson Reuters Monitor Money Rates Service or the Bloomberg
Professional® service or such other service (or any successor service of any of these
services), as the case may be, or such other page as may replace such page for the
purpose of displaying the relevant rate.
(iv) If the Calculation Agent determines that the Reference Rate has been affected by a
Reference Rate Disruption Event, then the following provisions shall apply:
(a) the Calculation Agent shall use as the “Reference Rate” such Successor
Reference Rate and such terms and other methodology described in
paragraph (b) below that it has determined;
(b) if the Calculation Agent has determined a Successor Reference Rate in
accordance with paragraph (a) above, the Calculation Agent may determine
the Business Day Convention, the definitions of Business Day, Day Count
Fraction, Publication Time, Relevant Screen Page, Relevant Time,
Reference Rate and Interest Determination Date and any other relevant
methodology for calculating such Successor Reference Rate, including any
adjustment factor it determines is needed to make such Successor
Reference Rate comparable to the Reference Rate, subject to APRA’s prior
written approval in the case of Subordinated Notes; and
(c) if, in respect of an Interest Period or an Interest Accrual Period, the
Calculation Agent is unable to determine a Successor Reference Rate in
accordance with paragraphs (a) and (b) above, the Reference Rate for:
(A) that Interest Period or Interest Accrual Period shall be the
Reference Rate determined on the previous Interest
Determination Date; and
(B) any subsequent Interest Periods or Interest Accrual Periods shall
be determined in accordance with paragraphs (a) and (b) above
and, if necessary, this paragraph (c).
34
In the case of Subordinated Notes only, any Successor Reference Rate determined by
the Calculation Agent in accordance with paragraph (a) above, and any terms and
other relevant methodology for calculating such Successor Reference Rate (including
any adjustment factor to the Successor Reference Rate) determined by the Calculation
Agent in accordance with paragraph (b) above, will be subject to the prior written
approval of APRA having been obtained in each case.
Subordinated Noteholders should note that APRA's approval may not be given for any
Successor References Rate, and any terms and other relevant methodology for
calculating such Successor Reference Rate (including any adjustment factor to the
Successor Reference Rate) it considers to have the effect of increasing the Interest
Rate contrary to applicable prudential standards.
(v) In making its determinations in accordance with Condition 4.2(iv), the Calculation Agent:
(a) shall act in good faith and in a commercially reasonable manner; and
(b) may consult with such sources of market practice as it considers appropriate,
but otherwise may make such determination in its discretion (subject, in the case of
Subordinated Notes only, to the requirement for APRA’s prior written approval as
specified in Condition 4.2(iv) above).
(vi) For the purposes of Condition 4.2(iv):
(a) “Reference Rate Disruption Event” means that:
(A) the Reference Rate has been discontinued or otherwise ceased to be
calculated or administered; or
(B) the Reference Rate is no longer generally accepted in the Australian
market as a reference rate appropriate to floating rate debt securities
of a tenor and interest period comparable to that of the Floating Rate
Security; and
(b) “Successor Reference Rate” means a rate that is generally accepted in the
Australian market as the successor to the Reference Rate, or if there is no such
rate, a reference rate appropriate to floating rate debt securities of a tenor and
interest period most comparable to that of the Floating Rate Security.
(vii) Rate of Interest for Index Linked Interest Securities: The Rate of Interest in respect of
Index Linked Interest Securities for each Interest Accrual Period shall be determined in
the manner specified in the relevant Pricing Supplement and interest will accrue by
reference to an Index or formula as specified in the relevant Pricing Supplement.
(viii) Linear Interpolation: If the Pricing Supplement states that “Linear Interpolation” applies
to an Interest Period, the Calculation Agent must determine the Rate of Interest for that
Interest Period using straight line interpolation by reference to two rates determined using
the Screen Rate Determination or other floating rates, in each case, as specified in the
Pricing Supplement. The first rate must be determined as if the Interest Period were the
period of time for which rates are available next shorter than the length of the Interest
Period (or any alternative Interest Period specified in the Pricing Supplement). The
second rate must be determined as if the Interest Period were the period of time for which
35
rates are available next longer than the length of the Interest Period (or any alternative
Interest Period specified in the Pricing Supplement).
4.3 Zero Coupon Securities
Where a Security, the Interest Basis of which is specified in the Pricing Supplement to be Zero
Coupon, is repayable prior to the Maturity Date and is not paid when due, the amount due and
payable prior to the Maturity Date shall be the Early Redemption Amount of such Security,
unless otherwise specified in the Pricing Supplement. As from the Maturity Date, the Rate of
Interest for any overdue principal of such a Security shall be a rate per annum (expressed as a
percentage) equal to the Amortisation Yield.
4.4 Accrual of Interest
Interest shall cease to accrue on each Security on the due date for redemption unless
payment is improperly withheld or refused, in which event interest shall continue to accrue (as
well after as before judgment) on the outstanding Principal Amount of the Security at the Rate
of Interest in the manner provided in this Condition 4 to the Relevant Date.
4.5 Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption
Amounts, Rate Multipliers and rounding
(i) If any Margin or Rate Multiplier is specified in the Pricing Supplement (either (x) generally,
or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made
to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest
Accrual Periods, in the case of (y), calculated in accordance with 4.2 above by adding (if
a positive number) or subtracting (if a negative number) the absolute value of such Margin
or multiplying by such Rate Multiplier, subject always to the next paragraph.
(ii) If any Maximum or Minimum Rate of Interest, Instalment Amount or Early, Final or
Optional Redemption Amount is specified in the Pricing Supplement, then any Rate of
Interest, Instalment Amount or Early, Final or Optional Redemption Amount shall be
subject to such maximum or minimum, as the case may be.
(iii) Subject to the requirements of applicable law and, where the Securities are lodged in the
Austraclear System, the Austraclear Regulations, for the purposes of any calculations
required pursuant to these Conditions (unless otherwise specified), (x) all percentages
resulting from such calculations shall be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (with halves being rounded up), (y) all figures
shall be rounded to seven decimal places (with halves being rounded up) and (z) all
currency amounts that fall due and payable shall be rounded to the nearest cent (with
one half cent being rounded up).
(iv) The Pricing Supplement in respect of any Subordinated Notes must not specify a Rate
Multiplier, Maximum Rate of Interest, Minimum Rate of Interest or Instalment Amount.
4.6 Calculations
The amount of interest payable in respect of any Security for any Interest Accrual Period shall,
subject where that Security is lodged in the Austraclear System, to the Austraclear
Regulations, be calculated by multiplying the product of the Rate of Interest and the
outstanding Principal Amount of such Security by the Day Count Fraction, unless an Interest
Amount (or a formula for its calculation) is specified in the Pricing Supplement in respect of
such period, in which case the amount of interest payable in respect of such Security for such
period shall equal such Interest Amount (or be calculated in accordance with such formula).
Where any Interest Period comprises two or more Interest Accrual Periods, the amount of
interest payable in respect of such Interest Period shall be the sum of the amounts of interest
payable in respect of each of those Interest Accrual Periods.
36
4.7 Determination and Publication of Rate of Interest, Interest Amounts, Early, Final or
Optional Redemption Amounts and Instalment Amounts
As soon as practicable after the Relevant Time on each Interest Determination Date or such
other time on such date as the Calculation Agent may be required to calculate any rate or
amount, obtain any quotation or make any determination or calculation, the Calculation Agent
shall:
(a) determine such rate and calculate the Interest Amounts in respect of each Specified
Denomination of the Securities for the relevant Interest Accrual Period;
(b) calculate the Final Redemption Amount, Early Redemption Amount, Instalment Amount or
Optional Redemption Amount;
(c) obtain such quotation or make such determination or calculation, as the case may be; and
(d) cause:
(i) the Rate of Interest and the Interest Amounts for each Interest Accrual Period and
the relevant Interest Payment Date; and
(ii) if required to be calculated, the Final Redemption Amount, Early Redemption
Amount, Instalment Amount or Optional Redemption Amount,
to be notified to:
(A) the Issuer;
(B) the Registrar (which will then notify the Registered Holders of the calculation
as required by the Issuer to the address of the Registered Holders recorded
in the Register);
(C) any other Calculation Agent appointed in respect of the Securities that is to
make a further calculation upon receipt of such information; and
(D) if the Securities are listed on a stock exchange and the rules of such
exchange so require, such exchange,
as soon as possible after their determination but in no event later than:
(x) the commencement of the relevant Interest Accrual Period, if determined prior to
such time in the case of notification to such exchange of a Rate of Interest and
Interest Amount; or
(z) in all other cases, the fourth Business Day after such determination.
Where any Interest Payment Date or Interest Accrual Period is subject to adjustment pursuant
to the application of a Business Day Convention, the Interest Amounts and the Interest
Payment Date so published may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without notice in the event of an extension or
shortening of the Interest Accrual Period.
If the Securities become due and payable under Condition 10 (Events of Default), the accrued
interest and the Rate of Interest payable in respect of the Securities shall nevertheless
continue to be calculated as previously in accordance with this Condition but no publication of
the Rate of Interest or the Interest Amount so calculated need be made.
The determination of any rate or amount, the obtaining of each quotation and the making of
each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest
error) be final and binding upon all parties.
37
4.8 Calculation Agent and Reference Banks
If the Pricing Supplement specifies that Reference Banks are applicable, the Issuer shall
procure that there shall at all times be four Reference Banks (or such other number as may be
required) with offices in the Relevant Financial Centre and one or more Calculation Agents if
provision is made for them in the Pricing Supplement and for so long as any Security is
outstanding. If any Reference Bank (acting through its relevant offices) is unable or unwilling
to continue to act as a Reference Bank, then the Issuer shall appoint another Reference Bank
with an office in the Relevant Financial Centre to act as such in its place. Where more than
one Calculation Agent is appointed in respect of the Securities, references in these Conditions
to the Calculation Agent shall be construed as each Calculation Agent performing its
respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as
such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest
Accrual Period or to calculate any Interest Amount, Instalment Amount, Final Redemption
Amount, Early Redemption Amount or Optional Redemption Amount or to comply with any
other requirement, the Issuer shall appoint a leading bank or investment banking firm engaged
in the interbank market (or, if appropriate, money, swap or over-the-counter index options
market) that is most closely connected with the calculation or determination to be made by the
Calculation Agent to act as such in its place. The Calculation Agent may not resign its duties
without a successor having been appointed as aforesaid.
4.9 Certificates to be final
All certificates, communications, opinions, determinations, calculations, quotations and
decisions given, expressed, made or obtained for the purposes of the provisions of this
Condition 4 shall (in the absence of wilful default, bad faith or manifest error) be binding on the
Issuer, the Calculation Agent, the Registrar and all Registered Holders, and (in the absence of
wilful default, bad faith or manifest error) no liability to the Issuer or the Registered Holders,
shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its
powers, duties and discretions pursuant to such provisions.
4.10 Conditions of Payment – Subordinated Notes
Prior to the commencement of the winding-up of the Issuer (other than under or in connection
with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency):
(i) the obligations of the Issuer to make payments of principal of, any interest on, and any
other payments, including additional amounts, in respect of the Subordinated Notes
will be conditional on the Issuer being Solvent at the time of payment by the Issuer;
and
(ii) no payment of principal of, any interest on, and any other payments, including
additional amounts, in respect of the Subordinated Notes shall be made unless the
Issuer is Solvent immediately after making the payment,
and if, pursuant to this Condition, the Issuer fails to make any payment of principal of, or
interest on, or any other payment, including additional amounts, in respect of any
Subordinated Note when due, such failure will not constitute an Event of Default for the
purposes of Condition 10.2(ii).
A certificate signed by the Issuer, two authorised signatories or an auditor of the Issuer or, if
the Issuer is being wound up, its liquidator as to whether the Issuer is Solvent at any time is (in
the absence of wilful default, bad faith or manifest error) conclusive evidence of the
information contained in the certificate and will be binding on the Subordinated Noteholders. In
the absence of any such certificate, the Subordinated Noteholders are entitled to assume
(unless the contrary is proved) that the Issuer is Solvent at the time of, and will be Solvent
immediately after, any payment on or in respect of the Subordinated Notes.
38
5. REDEMPTION, PURCHASE AND OPTIONS
5.1 Redemption by Instalments and Final Redemption
(i) Unless previously redeemed, purchased and cancelled as provided in this Condition 5 or
unless the relevant Instalment Date (being one of the dates so specified in the Pricing
Supplement) is extended pursuant to the Conditions or any provision of the relevant
Pricing Supplement, each Security that provides for Instalment Dates and Instalment
Amounts shall be partially redeemed on each Instalment Date at the related Instalment
Amount specified in the Pricing Supplement. The outstanding Principal Amount of each
such Security shall be reduced by the Instalment Amount (or, if such Instalment Amount
is calculated by reference to a proportion of the Principal Amount of such Security, such
proportion) for all purposes with effect from the related Instalment Date, unless payment
of the Instalment Amount is improperly withheld or refused, in which case, such amount
shall remain outstanding until the Relevant Date relating to such Instalment Amount. A
Subordinated Note will not provide for redemption by instalments.
(ii) Unless previously redeemed, purchased and cancelled as provided below or Written-Off
or Converted as provided in Condition 5A or its maturity is extended pursuant to the
Conditions or any provision of the relevant Pricing Supplement, each Security shall be
finally redeemed on the Maturity Date specified in the Pricing Supplement at its Final
Redemption Amount or, in the case of a Security falling within paragraph (i) above, its
final Instalment Amount.
5.2 Redemption for taxation reasons
If, as a result of any change in or amendment to the laws or regulations of Australia or any
political subdivision or any authority thereof or therein having power to tax, or any change in
the application or official interpretation of such laws or regulations, which change or
amendment becomes effective after the Issue Date (and in respect of any Subordinated Note,
which the Issuer did not expect as at the Issue Date of that Subordinated Note) of any
Security (as specified in the Pricing Supplement):
(i) in the case of any Note, the Issuer has or will become obliged to pay any additional
amounts as provided in Condition 8 (Taxation);
(ii) in the case of any Subordinated Note only and if specified in the Pricing Supplement, the
Issuer or the consolidated tax group of which it is a member would be exposed to more
than a de minimis amount of other taxes, levies, imposts, charges and duties (including
stamp and transaction duties) imposed by any authority together with any related interest,
penalties and expenses in connection with them, assessments or other governmental
charges in connection with any Security; or
(iii) in the case of any Subordinated Note only and if specified in the Pricing Supplement, the
Issuer determines that any interest payable on any Security is not, or may not be, allowed
as a deduction for the purposes of Australian income tax,
the Issuer may at its option, at any time (if the Security is neither a Floating Rate Security nor
an Index Linked Interest Security) or on any Interest Payment Date (in the case of Floating Rate
Securities or Index Linked Interest Securities) and subject to Condition 5.8 in the case of any
Subordinated Note, on giving not more than 60 nor less than 30 days’ notice to the Registered
Holders of the relevant Series (which notice shall be irrevocable) redeem all, but not some only,
of the Securities of the relevant Series at their Early Redemption Amount together with interest
accrued to the date fixed for redemption, provided that no such notice of redemption shall be
given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay
such additional amounts were a payment in respect of the Securities then due. Prior to the
publication of any notice of redemption pursuant to this Condition 5.2, the Issuer shall deliver to
the Registrar a certificate signed by two persons each of whom is either a Director, a Senior
Executive or an authorised representative (or equivalent status) of the Issuer stating that the
Issuer is entitled to effect such redemption and setting forth a statement of the facts showing
that the conditions precedent to the right of the Issuer so to redeem have occurred.
39
5.2A Redemption of Subordinated Notes for regulatory reasons
If specified in the relevant Pricing Supplement, if a Regulatory Event occurs, the Issuer may at
its option, at any time (if the Subordinated Note is not a Floating Rate Security) or on any Interest
Payment Date (in the case of a Subordinated Note that is a Floating Rate Security) and subject
to Condition 5.8 on giving not more than 60 nor less than 30 days’ notice to the Subordinated
Noteholders of the relevant Series (which notice shall be irrevocable) redeem all, but not some
only, of the Subordinated Notes of the relevant Series at their Early Redemption Amount
together with interest accrued to the date fixed for redemption. Prior to the publication of any
notice of redemption pursuant to this Condition 5.2A, the Issuer shall deliver to the Registrar a
certificate signed by two persons each of whom is either a Director, a Senior Executive or an
authorised representative (or equivalent status) of the Issuer stating that the Issuer is entitled to
effect such redemption and setting forth a statement of the facts showing that the conditions
precedent to the right of the Issuer so to redeem have occurred.
For the purposes of this Condition, “Regulatory Event” means the receipt by the directors of
the Issuer of:
(i) an opinion from a reputable legal counsel that as a result of any amendment to,
clarification of or change (including any announcement of a change that has been or will
be introduced) in, any law or regulation of Australia, or any official administrative
pronouncement or action or judicial decision interpreting or applying such laws or
regulations, which amendment, clarification or change is effective, or pronouncement,
action or decision is announced, after the Issue Date; or
(ii) an official written statement from APRA,
that, in each case, the Issuer is not or will not be entitled to treat all Subordinated Notes of a
Series as Tier 2 Capital, provided that, in each case, on the Issue Date of the Subordinated
Notes, the Issuer did not expect that matters giving rise to the Regulatory Event would occur.
5.3 Early Redemption of Zero Coupon Securities
(i) The Early Redemption Amount payable in respect of any Zero Coupon Security that
does not bear interest prior to the Maturity Date, the Early Redemption Amount of which
is not linked to an index and/or a formula, upon redemption of such Security pursuant to
Condition 5.2, 5.4 or 5.5 or upon it becoming due and payable as provided in Condition
10 (Events of Default), shall be the Amortised Face Amount (calculated as provided
below) of such Security unless otherwise specified in the Pricing Supplement.
(ii) Subject to the provisions of sub-paragraph (iii) below, the “Amortised Face Amount”
of any such Security shall be the scheduled Final Redemption Amount of such Security
on the Maturity Date discounted to the date of its early redemption at a rate per annum
(expressed as a percentage) equal to the “Amortisation Yield” (which, if none is set
out in the Pricing Supplement, shall be such rate as would produce an Amortised Face
Amount equal to the Issue Price of the Securities if such Securities were discounted
back from the Maturity Date to the relevant Issue Date) compounded annually. Where
such calculation is to be made for a period of less than one year, it shall be made on the
basis of the Day Count Fraction set out in the Pricing Supplement.
(iii) If the Early Redemption Amount payable in respect of any such Security upon its
redemption pursuant to Condition 5.2, 5.4 or 5.5 or upon it becoming due and payable
as provided in Condition 10 (Events of Default), is not paid when due, the Early
Redemption Amount due and payable in respect of such Security shall be the Amortised
Face Amount of such Security as defined in sub-paragraph (ii) above, except that such
sub-paragraph shall have effect as though the reference therein to the date on which
the Security becomes due and payable were replaced by a reference to the Relevant
Date. The calculation of the Amortised Face Amount in accordance with this sub-
paragraph shall continue to be made (after, as well as before, judgment) until the
40
Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which
case the amount due and payable shall be the scheduled Final Redemption Amount of
such Security on the Maturity Date together with any interest that may accrue in
accordance with Condition 4.4.
Where such calculation is to be made for a period of less than one year, it shall be made on
the basis of the Day Count Fraction.
5.4 Redemption at the Option of the Issuer and Exercise of the Issuer's Options
If a Call Option is included in the Pricing Supplement and subject to Condition 5.8 in the case
of any Subordinated Note, the Issuer may, on giving not less than five or more than 30 days’
irrevocable notice (subject to such other notice period as may be specified in the Pricing
Supplement under “Option Exercise Date”) to the Registered Holders redeem or exercise any
Issuer’s option (as may be described in the Pricing Supplement) in relation to all or, if so
provided, some of the Securities on any Optional Redemption Date (which, in the case of a
Subordinated Note, may not be before the fifth anniversary of the Issue Date of that
Subordinated Note). Any such redemption of Securities shall be at their Optional Redemption
Amount together with interest accrued to the date fixed for redemption. Any such redemption
or exercise of the Issuer's option shall just relate to Securities of a Principal Amount at least
equal to the Minimum Redemption Amount to be redeemed specified in the Pricing
Supplement and no greater than the Maximum Redemption Amount to be redeemed specified
in the Pricing Supplement.
All Securities in respect of which any such notice is given shall be redeemed, or the Issuer’s
option shall be exercised, on the date specified in such notice in accordance with this
Condition.
In the case of a partial redemption or a partial exercise of an Issuer’s option, the notice to
Registered Holders shall also contain details of the Principal Amount of Securities to be
redeemed or in respect of which such option has been exercised, which shall have been
drawn in such place as may be fair and reasonable in the circumstances, having regard to
prevailing market practices and in such manner as it deems appropriate, subject to
compliance with any applicable laws and stock exchange requirements.
5.5 Redemption at the Option of Registered Holders and Exercise of Registered Holders'
Options
If a Put Option is specified in the Pricing Supplement, the Issuer shall, at the option of the
Registered Holder of such Security, upon the Registered Holder of such Security giving not
less than 15 nor more than 30 days’ notice to the Issuer (subject to such other notice period
as may be specified in the Pricing Supplement under “Option Exercise Date”), redeem such
Security on the Optional Redemption Date(s) so provided at its Optional Redemption Amount
together with interest accrued to the date fixed for redemption. No such notice may be
withdrawn without the prior consent of the Issuer or if, prior to the due date for its redemption
or the exercise of the option, the relevant Security becomes immediately due and payable.
To exercise such option or any other Registered Holder’s option that may be set out in the
Pricing Supplement, the Registered Holder must complete, sign and deliver to the Registrar
within the notice period, a redemption notice (in the form obtainable from the Registrar)
together with any Certificate held by the Registered Holder relating to the Securities to be
transferred and such evidence as the Registrar may require to establish the rights of that
Registered Holder to the relevant Securities.
A Put Option may not be specified in the Pricing Supplement in respect of Subordinated
Notes.
41
5.6 Purchases
The Issuer is taken to represent as at the date of issue of each Security, that it does not know
or have any reasonable grounds to suspect that that Security or any interest in or right in
respect of that Security is being or will later be, acquired either directly or indirectly by an
Offshore Associate of the Issuer acting other than in the capacity of a dealer, manager or
underwriter in relation to the placement of the Securities or a clearing house, custodian, funds
manager or responsible entity of a registered scheme within the meaning of the Corporations
Act.
The Issuer and:
(i) in the case of the Subordinated Notes, any of its Related Entities; and
(ii) in any other case, any of its subsidiaries,
may, to the extent permitted by applicable laws and regulations and subject to Condition 5.8 in
the case of any Subordinated Note, at any time purchase Securities in the open market or
otherwise. Securities purchased by the Issuer, any of its Related Entities or any of its
subsidiaries may be surrendered by the purchaser through the Issuer to the Registrar for
cancellation or, may be held or resold, in each case at the option of the Issuer, the relevant
Related Entity or the relevant subsidiary. In the event that Securities are purchased by the
Issuer, any of its Related Entities or any of its subsidiaries but not cancelled the Issuer, the
relevant Related Entity or the relevant subsidiary will relinquish any voting rights in respect of
those purchased Securities.
5.7 Cancellation
All Securities redeemed by the Issuer or surrendered by the purchaser through the Issuer for
cancellation shall be surrendered for cancellation by the Issuer or purchaser notifying the
Registrar and surrendering to the Registrar any Certificates held by the Registered Holder
relating to the Securities to be cancelled by the Registrar and if so surrendered, the Securities
will be cancelled forthwith. Any Securities so surrendered for cancellation may not be
reissued or resold and the obligations of the Issuer in respect of any such Securities shall be
discharged.
5.8 Consent of APRA
Notwithstanding anything to the contrary in this Condition 5, the Issuer may not (i) redeem any
Subordinated Notes under Conditions 5.2, 5.2A or 5.4 above or (ii) prior to the Maturity Date
purchase, or procure that any of its Related Entities purchase, any Subordinated Notes under
Condition 5.6 above without the prior written approval of APRA. In addition, the prior written
approval of APRA is required to modify, abrogate, amend, waive, vary or compromise the
terms of any Series of Subordinated Notes where such action may affect the eligibility of such
Subordinated Notes as Tier 2 Capital.
Subordinated Noteholders should not expect that APRA’s approval will be given for any
redemption or purchase of Subordinated Notes.
5.9 Conditions to redemption for Subordinated Notes
Without limiting Condition 5.8, the Issuer will not be permitted to redeem any Subordinated
Note unless the Subordinated Note is replaced concurrently or beforehand with Regulatory
Capital of the same or better quality and the replacement of the Subordinated Note is done
under conditions that are sustainable for the Issuer’s income capacity or APRA is satisfied
that the Issuer’s capital position at Level 1, Level 2 and, if applicable, Level 3 is well above its
minimum capital requirements after the Issuer elects to redeem the Subordinated Note.
42
5A. Conversion or Write-Off of Subordinated Notes on Non-Viability Trigger Event
5A.1 Application to Subordinated Notes only
Conditions 5A, 5B and 5C apply only to Subordinated Notes. Schedule A to these Conditions
(including the defined terms therein) shall be deemed to form part of, and be incorporated in,
Condition 5B.
5A.2 Non-Viability Trigger Event
A “Non-Viability Trigger Event” means the earlier of:
(i) the issuance to the Issuer of a written determination from APRA that conversion or
write-off of Relevant Securities is necessary because, without it, APRA considers that
the Issuer would become non-viable; or
(ii) a determination by APRA, notified to the Issuer in writing, that without a public sector
injection of capital, or equivalent support, the Issuer would become non-viable,
each such determination being a “Non-Viability Determination”.
5A.3 Conversion or Write-Off of Subordinated Notes on Trigger Event Date
If a Non-Viability Trigger Event occurs:
(i) on the Trigger Event Date, subject only to Condition 5B.5, such Principal Amount of the
Subordinated Notes will immediately Convert or be Written-Off (whichever is applicable
as specified in the Pricing Supplement) as is required by the Non-Viability
Determination provided that:
(a) where the Non-Viability Trigger Event occurs under Condition 5A.2(i) and such
Non-Viability Determination does not require all Relevant Securities to be
converted into Ordinary Shares or written-off, such Principal Amount of the
Subordinated Notes shall Convert or be Written-Off (whichever is applicable as
specified in the Pricing Supplement) as is sufficient (determined by the Issuer in
accordance with Condition 5A.3(ii)) to satisfy APRA that the Issuer is viable
without further conversion or write-off; and
(b) where the Non-Viability Trigger Event occurs under Condition 5A.2(ii), all the
Principal Amount of the Subordinated Notes will immediately Convert or be
Written-Off (whichever is applicable as specified in the Pricing Supplement).
(ii) the Issuer will determine the Principal Amount of Subordinated Notes which must be
Converted or Written-Off (as applicable) in accordance with Condition 5A.3(i)(a), on
the following basis:
(a) first, convert into Ordinary Shares or write-off all Relevant Tier 1 Securities; and
(b) secondly, if conversion into Ordinary Shares or write-off of all Relevant Tier 1
Securities is not sufficient to satisfy the requirements of Condition 5A.3(i)(a) (and
provided that as a result of the conversion or write-off of Relevant Tier 1 Capital
Securities APRA has not withdrawn the Non-Viability Determination), Convert or
Write-Off (as applicable) a Principal Amount of Subordinated Notes and convert
into Ordinary Shares or write-off a number or principal amount of other Relevant
Tier 2 Securities on an approximately pro-rata basis or in a manner that is
otherwise, in the opinion of the Issuer, fair and reasonable (subject to such
adjustment as the Issuer may determine to take into account the effect on
marketable parcels and the need to round to whole numbers the number of
Ordinary Shares and the authorised denominations of the Principal Amount of
any Subordinated Note or the number or principal amount of other Relevant Tier
43
2 Securities remaining on issue, and the need to effect the conversion
immediately) and, for the purposes of this Condition 5A.3(ii)(b), where the
specified currency of the principal amount of Relevant Tier 2 Securities is not the
same for all Relevant Tier 2 Securities, the Issuer may treat them as if converted
into a single currency of the Issuer’s choice at such rate of exchange as the Issuer
in good faith considers reasonable,
provided that such determination does not impede or delay the immediate Conversion
or Write-Off (as applicable) of the relevant Principal Amount of Subordinated Notes;
(iii) on the Trigger Event Date, the Issuer shall determine the Subordinated Notes or
portions thereof as to which the Conversion or Write-Off (as applicable) is to take effect
and in making that determination may make any decisions with respect to the identity of
the Subordinated Noteholders at that time as may be necessary or desirable to ensure
Conversion or Write-off (as applicable) occurs in an orderly manner, including
disregarding any transfers of Subordinated Notes that have not been settled or
registered at that time provided that such determination does not impede or delay the
immediate Conversion or Write-Off (as applicable) of the relevant Principal Amount of
Subordinated Notes;
(iv) the Issuer must give notice of its determination pursuant to Condition 5A.3(iii) (a
“Trigger Event Notice”) as soon as practicable to the Subordinated Noteholders,
which must specify:
(a) the Trigger Event Date;
(b) the Principal Amount of the Subordinated Notes Converted or Written-Off (as
applicable); and
(c) the relevant number or principal amount of other Relevant Securities converted
or written-off;
(v) none of the following events shall prevent, impede or delay the Conversion or Write-Off
(as applicable) of Subordinated Notes as required by Condition 5A.3(i):
(a) any failure or delay in the conversion or write-off of other Relevant Securities;
(b) any failure or delay in giving a Trigger Event Notice;
(c) any failure or delay by a Subordinated Noteholder or any other party in complying
with the provisions of Condition 5A.4;
(d) any requirement to select or adjust the number or Principal Amount of
Subordinated Notes to be Converted or Written-Off (as applicable) in accordance
with Condition 5A.3(ii)(b) or 5A.3(iii); and
(e) in the case of Conversion only, any failure or delay in quotation of Ordinary
Shares to be issued on Conversion.
If a Non-Viability Determination takes effect, the Issuer must perform the obligations in
respect of the determination immediately on the day it is received by the Issuer, whether or
not such day is a Business Day.
5A.4 Conversion or Write-Off of a whole or of a portion of a Subordinated Note
Subject to Condition 5D.2(iii)(b), in respect of any Subordinated Note which is Converted or
Written-Off:
(i) the Issuer shall notify the Registrar of the Principal Amount of such Subordinated Note
that has been Converted or Written-Off (whether in whole or in part) and instruct the
44
Registrar to reflect this Conversion or Write-Off (as applicable) in the Register so that
the Principal Amount of such Subordinated Note is reduced, in the case of a
Subordinated Note Converted or Written-Off in whole, to zero, or, in the case of a
Subordinated Note which is Converted or Written-Off in part, to an amount equal to the
non-Converted or non-Written-Off (as applicable) portion of the Principal Amount of
such Subordinated Note;
(ii) in the case of a Subordinated Note which is Converted or Written-Off only in part:
(a) where the date of the Conversion or Write-off is not an Interest Payment Date,
the amount of interest payable in respect of that Subordinated Note on each
Interest Payment Date falling after that date will be reduced and calculated on
the Principal Amount of that Subordinated Note as reduced on that date;
(b) for the purposes of any interest calculation, the Interest Amount, the Fixed
Coupon Amount, the Broken Amount and any related amount in respect of that
Subordinated Note shall be reduced in the same proportion as the Principal
Amount Converted or Written-Off in respect of that Subordinated Note bears to
the Principal Amount of that Subordinated Note before such Conversion or Write-
Off;
(c) the Early Redemption Amount, the Final Redemption Amount, the Optional
Redemption Amount, the Specified Denomination and Principal Amount or any
related amount shall be reduced in the same proportion as the Principal Amount
Converted or Written-Off in respect of that Subordinated Note bears to the
Principal Amount of that Subordinated Note before such Conversion or Write-Off;
and
(iii) if a Certificate has been issued to the relevant Subordinated Noteholder in respect of
such Subordinated Note, then, if the Issuer so requires, such Subordinated Noteholder
shall surrender such Certificate to the Issuer (or, if the Issuer so directs, to the
Registrar) and, in the case of a Subordinated Note which is Converted or Written- Off
only in part, the Issuer shall deliver to the Subordinated Noteholder, a new Certificate
for a Subordinated Note with a Principal Amount equal to the non-Converted or non-
Written-Off (as applicable) portion of the Principal Amount of such Subordinated Note.
5B. Conversion of Subordinated Notes
5B.1 Conversion of Subordinated Notes on Trigger Event Date
Unless "Write-Off – Applicable" is specified in the relevant Pricing Supplement, Condition 5B
shall apply to the Subordinated Notes and, notwithstanding any other provision in these
Conditions, on the Trigger Event Date the relevant Principal Amount (as determined under
Condition 5A.3) of the Subordinated Notes will Convert immediately and irrevocably.
On and from the Trigger Event Date, subject to Conditions 5B.5 and 5B.6(iii)(c), the Issuer
shall treat any Subordinated Noteholder of any Subordinated Note or portion thereof which is
required to be Converted as the holder of the relevant number of Ordinary Shares and will
take all such steps, including updating any register, required to record the Conversion and the
issuance of such Ordinary Shares.
5B.2 Provision of information
Where a Principal Amount of Subordinated Notes is required to be Converted under Condition
5B, a Subordinated Noteholder of Subordinated Notes or portion thereof that are subject to
Conversion wishing to receive Ordinary Shares must, no later than the Trigger Event Date (or,
in the case where Condition 5B.4(vi) applies, within 30 days of the date on which Ordinary
Shares are issued upon such Conversion), have provided to the Issuer:
45
(i) its name and address (or the name and address of any person in whose name it directs
the Ordinary Shares to be issued) for entry into any register of title and receipt of any
certificate or holding statement in respect of any Ordinary Shares;
(ii) the security account details of such Subordinated Noteholder in CHESS or such other
account to which the Ordinary Shares may be credited; and
(iii) such other information as is reasonably requested by the Issuer for the purposes of
enabling it to issue the Conversion Number of Ordinary Shares to such Subordinated
Noteholder,
and the Issuer has no duty to seek or obtain such information.
5B.3 Failure to Convert
Subject to Condition 5B.4 and Condition 5B.5, if, in respect of a Conversion of Subordinated
Notes, the Issuer fails to issue, on the Trigger Event Date, the Conversion Number of
Ordinary Shares in respect of the relevant Principal Amount of such Subordinated Notes to, or
in accordance with the instructions of, the relevant Subordinated Noteholder on the Trigger
Event Date or any other nominee where Condition 5B.4 applies, the Principal Amount of such
Subordinated Notes which would otherwise be subject to Conversion shall remain on issue
and outstanding until:
(i) the Ordinary Shares are issued to, or in accordance with the instructions of, the
Subordinated Noteholder of such Subordinated Notes; or
(ii) such Subordinated Notes are Written-Off in accordance with these Conditions;
provided that the sole right of the Subordinated Noteholder in respect of Subordinated Notes
or portion thereof that are subject to Conversion is its right to be issued Ordinary Shares upon
Conversion (subject to its compliance with Condition 5B.2 or to receive the proceeds from
their sale pursuant to Condition 5B.4, as applicable) and the remedy of such Subordinated
Noteholder in respect of the Issuer’s failure to issue the Ordinary Shares is limited (subject
always to Condition 5B.5) to seeking an order for specific performance of the Issuer’s
obligation to issue the Ordinary Shares to the Subordinated Noteholder or where Condition
5B.4 applies to the nominee and to receive such proceeds of sale, in each case, in
accordance with the terms of the Subordinated Notes. This Condition 5B.3 does not affect
the obligation of the Issuer to issue the Ordinary Shares when required in accordance with
these Conditions.
5B.4 Issue to nominee
If, in respect of a Subordinated Note and a Subordinated Noteholder of that Subordinated
Note, the Subordinated Note or portion thereof is required to be Converted and:
(i) the Subordinated Noteholder has notified the Issuer that it does not wish to receive
Ordinary Shares as a result of the Conversion (whether entirely or to the extent
specified in the notice), which notice may be given at any time prior to the Trigger
Event Date;
(ii) the Subordinated Notes are held by a Subordinated Noteholder whose address in the
register is a place outside Australia or who the Issuer otherwise believes may not be a
resident of Australia (a “Foreign Holder”);
(iii) for any reason (whether or not due to the fault of the Subordinated Noteholder) the
Issuer has not received the information required by Condition 5B.2 prior to the Trigger
Event Date and the lack of such information would prevent the Issuer from issuing the
Ordinary Shares to the Subordinated Noteholder on the Trigger Event Date; or
46
(iv) a FATCA Withholding is required to be made in respect of the Ordinary Shares issued
on Conversion,
then, on the Trigger Event Date:
(v) where Condition 5B.4(i), 5B.4(ii) or 5B.4(iv) applies, the Issuer shall issue the Ordinary
Shares to the Subordinated Noteholder only to the extent (if at all) that:
(a) where Condition 5B.4(i) applies, the Subordinated Noteholder has notified the
Issuer that it wishes to receive them;
(b) where Condition 5B.4(ii) applies, the Issuer is satisfied that the laws of both
Australia and the Foreign Holder’s country of residence permit the issue of
Ordinary Shares to the Foreign Holder (but as to which the Issuer is not bound to
enquire), either unconditionally or after compliance with conditions which the
Issuer in its absolute discretion regards as acceptable and not unduly onerous;
and
(c) where Condition 5B.4(iv) applies, the issue is net of the FATCA Withholding;
and, to the extent the Issuer is not obliged to issue Ordinary Shares to the
Subordinated Noteholder, the Issuer will issue the balance of the Ordinary Shares to
the nominee in accordance with Condition 5B.4(vi); and
(vi) otherwise, subject to applicable law, the Issuer will issue the balance of Ordinary
Shares in respect of the Subordinated Noteholder to a competent nominee (which may
not be the Issuer or any of its Related Entities) and will promptly notify such
Subordinated Noteholder of the name of and contact information for the nominee and
the number of Ordinary Shares issued to the nominee on its behalf and, subject to
applicable law and:
(a) subject to Condition 5B.4(vi)(b), the nominee will as soon as reasonably possible
and no later than 35 days after issue of the Ordinary Shares sell those Ordinary
Shares and pay a cash amount equal to the net proceeds received, after
deducting any applicable brokerage, stamp duty and other taxes and charges, to
the Subordinated Noteholder;
(b) where Condition 5B.4(iii) applies, the nominee will hold such Ordinary Shares
and will transfer Ordinary Shares to such Subordinated Noteholder promptly after
such Subordinated Noteholder provides the nominee with the information
required to be provided by such Subordinated Noteholder under Condition 5B.2
(as if a reference in Condition 5B.2 to the Issuer is a reference to the nominee
and a reference to the issue of Ordinary Shares is a reference to the transfer of
Ordinary Shares) but only where such information is provided to the nominee
within 30 days of the date on which Ordinary Shares are issued to the nominee
upon Conversion of such Subordinated Note and failing which the nominee will
sell the Ordinary Shares and pay the proceeds to such Subordinated Noteholder
in accordance with Condition 5B.4(vi)(a); and
(c) where Condition 5B.4(iv) applies, the nominee shall deal with Ordinary Shares
the subject of a FATCA Withholding and any proceeds of their disposal in
accordance with FATCA;
(vii) nothing in this Condition 5B.4 shall affect the Conversion of the Subordinated Notes of
a Subordinated Noteholder who is not a person to which any of Condition 5B.4(i) to
5B.4(iv) (inclusive) applies; and
(viii) for the purposes of this Condition 5B.4, none of the Issuer or the nominee owes any
obligations or duties to the Subordinated Noteholders in relation to the price at which
47
Ordinary Shares are sold or has any liability for any loss suffered by a Subordinated
Noteholder as a result of the sale of Ordinary Shares.
5B.5 Write-Off of Subordinated Notes if Conversion is not effected within 5 Business Days
after a Trigger Event Date
Notwithstanding any other provision of Condition 5B and provided that "Write-Off –
Applicable" is not specified in the relevant Pricing Supplement, where Subordinated Notes are
required to be Converted on the Trigger Event Date and Conversion of the relevant Principal
Amount of the Subordinated Notes that are subject to Conversion has not been effected
within five Business Days after the relevant Trigger Event Date for any reason (including an
Inability Event):
(i) the relevant Principal Amount of each Subordinated Note which, but for this Condition
5B.5, would be Converted, will not be Converted and instead will be Written-Off with
effect on and from the Trigger Event Date; and
(ii) the Issuer shall notify the Subordinated Noteholders as promptly as practically possible
that Conversion of the relevant Principal Amount of the Subordinated Notes has not
occurred and that such Principal Amount of the Subordinated Notes has been Written-
Off.
5B.6 Subordinated Noteholder acknowledgements
Each Subordinated Noteholder irrevocably:
(i) consents to becoming a member of the Issuer upon the Conversion of the relevant
Principal Amount of Subordinated Notes as required by this Condition 5B and agrees to
be bound by the constitution of the Issuer, in each case in respect of the Ordinary
Shares issued to such Subordinated Noteholder on Conversion;
(ii) acknowledges and agrees that it is obliged to accept Ordinary Shares upon a
Conversion of the Principal Amount Subordinated Notes it holds notwithstanding
anything that might otherwise affect a Conversion of such Principal Amount of
Subordinated Notes including:
(a) any change in the financial position of the Issuer since the issue of such
Subordinated Notes;
(b) any disruption to the market or potential market for the Ordinary Shares or to
capital markets generally; or
(c) any breach by the Issuer of any obligation in connection with such Subordinated
Notes;
(iii) acknowledges and agrees that where Condition 5A.3 applies:
(a) there are no other conditions to a Non-Viability Trigger Event occurring as and
when provided in Condition 5A.2;
(b) Conversion must occur immediately on the occurrence of a Non-Viability Trigger
Event and that may result in disruption or failures in trading or dealings in the
Subordinated Notes;
(c) it will not have any rights to vote in respect of any Conversion and that the
Subordinated Note does not confer a right to vote at any meeting of members of
the Issuer; and
(d) the Ordinary Shares issued on Conversion may not be quoted at the time of issue,
or at all;
48
(iv) acknowledges and agrees that where Condition 5B.5 applies, no conditions or events
will affect the operation of that Condition and such Subordinated Noteholder will not
have any rights to vote in respect of any Write-Off under that Condition and has no
claim against the Issuer arising in connection with the application of that Condition;
(v) acknowledges and agrees that such Subordinated Noteholder has no right to request a
Conversion of any Principal Amount of any Subordinated Notes or to determine
whether (or in what circumstances) the Principal Amount of Subordinated Notes it holds
is Converted; and
(vi) acknowledges and agrees that none of the following shall prevent, impede or delay the
Conversion or (where relevant) Write-Off of the Principal Amount of Subordinated
Notes:
(a) any failure to or delay in the conversion or write-off of other Relevant Securities;
(b) any failure or delay in giving a Trigger Event Notice or other notice required by
this Condition 5B;
(c) any failure or delay in quotation of the Ordinary Shares to be issued on
Conversion;
(d) any failure or delay by a Subordinated Noteholder or any other party in complying
with the provisions of Condition 5A.4; and
(e) any requirement to select or adjust the number or Principal Amount of
Subordinated Notes to be Converted in accordance with Condition 5A.3(ii)(b) or
5A.3(iii).
5B.7 Meaning of “Written-Off”
For the purposes of Condition 5B, “Written-Off” shall mean that, in respect of a
Subordinated Note or portion thereof that is otherwise subject to Conversion and a Trigger
Event Date:
(i) the Subordinated Note or portion thereof that is otherwise subject to Conversion will not
be Converted on that date and will not be Converted or redeemed under these
Conditions on any subsequent date; and
(ii) with effect on and from the Trigger Event Date, the rights of the relevant Subordinated
Noteholder of the Subordinated Note or portion thereof (including any right to receive
any payment thereunder including payments of principal and interest both in the future
and accrued but unpaid as at the Trigger Event Date) in relation to such Subordinated
Note or portion thereof are immediately and irrevocably terminated and written-off; and
“Write-Off” has a corresponding meaning.
5C. Write-Off of Subordinated Notes
5C.1 Write-Off of Subordinated Notes on Trigger Event Date
If "Write-Off – Applicable" is specified in the relevant Pricing Supplement, Condition 5C shall
apply to the Subordinated Notes and on the Trigger Event Date the rights of the Subordinated
Noteholder of the relevant Subordinated Notes in relation to the relevant Principal Amount (as
determined under Condition 5A.3) of the Subordinated Notes are Written-Off (as that term is
defined for the purposes of Condition 5C).
49
Each Subordinated Noteholder irrevocably acknowledges and agrees that no conditions or
events will affect the operation of this Condition 5C and such Subordinated Noteholder will not
have any rights to vote in respect of any Write-Off under this Condition 5C.1.
5C.2 Meaning of “Written-Off”
For the purposes of this Condition 5C, “Written-Off” shall mean that, in respect of a
Subordinated Note or portion thereof and a Trigger Event Date, the rights of the relevant
Subordinated Noteholder (including any right to receive any payment thereunder including
payments of principal and interest both in the future and accrued but unpaid as at the Trigger
Event Date) in relation to such Subordinated Note or portion thereof are immediately and
irrevocably terminated and written-off, and “Write-Off” has a corresponding meaning.
5D. Substitution of Issuer
5D.1 Application of this Conditions
Unless "Write-Off – Applicable" is specified in the relevant Pricing Supplement, this Condition
5D shall apply to the Subordinated Notes.
5D.2 Substitution of Approved NOHC
Where:
(i) either of the following occurs:
(a) a takeover bid is made to acquire all or some of the Ordinary Shares and such
offer is, or becomes, unconditional and either:
(A) the bidder has at any time during the offer period, a relevant interest
in more than 50% of the Ordinary Shares on issue; or
(B) the directors of the Issuer, acting as a board, issue a statement that
at least a majority of its directors who are eligible to do so have
recommended acceptance of such offer (in the absence of a higher
offer); or
(b) a court orders the holding of meetings to approve a scheme of arrangement under
Part 5.1 of the Corporations Act, which scheme would result in a person having
a relevant interest in more than 50% of the Ordinary Shares that will be on issue
after the scheme is implemented and:
(A) all classes of members of the Issuer pass all resolutions required to
approve the scheme by the majorities required under the
Corporations Act, to approve the scheme; and
(B) an independent expert issues a report that the proposals in
connection with the scheme are in the best interests of the holders of
Ordinary Shares; and
(ii) the bidder or the person having a relevant interest in the Ordinary Shares in the Issuer
after the scheme is implemented (or any entity that Controls the bidder or the person
having the relevant interest) is an Approved NOHC,
then the Issuer without further authority, assent or approval of the Subordinated Noteholders
may (but with the prior written approval of APRA):
(iii) amend these Conditions such that, unless APRA otherwise agrees, on the date the
Principal Amount of Subordinated Notes is to be Converted:
50
(a) each Subordinated Note that is being Converted in whole will be automatically
transferred by each holder of such Subordinated Note free from encumbrance
to the Approved NOHC on the date the Conversion is to occur;
(b) in respect of each Subordinated Note that is being Converted only in part, on
the date the Conversion is to occur:
(A) the Principal Amount of the Subordinated Note that is being
Converted shall be reduced to an amount equal to the non-
Converted portion of the Principal Amount of such
Subordinated Note in accordance with Condition 5A.4; and
(B) the Approved NOHC will be taken to hold a new Subordinated
Note with a Principal Amount equal to the Converted portion of
the Principal Amount of the Subordinated Note being
Converted,
provided that any failure or delay by a Subordinated Noteholder or any other
party in complying with the provisions of Condition 5D.2(iii)(b) shall not prevent,
impede or delay the Conversion or Write-Off of Subordinated Notes;
(c) each holder (or a nominee in accordance with Condition 5B.2 or 5B.4 (as
applicable), which provisions shall apply, mutatis mutandis, to such Approved
NOHC Ordinary Shares) of the Subordinated Note or portion thereof being
Converted will be issued a number of Approved NOHC Ordinary Shares equal
to the Conversion Number and the provisions of Schedule A to these Conditions
shall apply (with any necessary changes) to the determination of the number of
such Approved NOHC Ordinary Shares; and
(d) as between the Issuer and the Approved NOHC, each Subordinated Note held
by the Approved NOHC as a result of Condition 5D.2(iii)(b) will be automatically
Converted into a number of Ordinary Shares such that the total number of
Ordinary Shares held by the Approved NOHC by reason of such Conversion
increases by the number which equals the number of Approved NOHC Ordinary
Shares issued by the Approved NOHC to holders on Conversion; and
(iv) makes such other amendments as in the Issuer’s reasonable opinion are necessary or
appropriate to effect the substitution of an Approved NOHC as the provider of the
ordinary shares on Conversion in the manner contemplated by these Conditions,
including, where the terms upon which the Approved NOHC acquires the Issuer are
such that the number of Approved NOHC Ordinary Shares on issue immediately after
the substitution differs from the number of Ordinary Shares on issue immediately
before that substitution (not involving any cash payment or other distribution to or by
the holders of any such shares), an adjustment to any relevant VWAP or Issue Date
VWAP consistent with the principles of adjustment set out in Schedule A to these
Conditions.
5D.3 Notice of substitution of Approved NOHC
The Issuer shall give a notice to the Subordinated Noteholders as soon as practicable after
the substitution in accordance with Condition 5D.2 specifying the amendments to these
Conditions which will be made in accordance with Condition 5D.2 to effect the substitution of
an Approved NOHC as issuer of ordinary shares on Conversion.
5D.4 Further substitutions
After a substitution under Condition 5D.2, the Approved NOHC may without the authority,
approval or assent of the holder of Subordinated Notes, effect a further substitution in
accordance with Condition 5D.2 (with necessary changes).
51
6. PAYMENTS
6.1 Payments by the Issuer
(i) Payments in respect of interest or principal on any Security made by the Issuer to
Registered Holders will be made in accordance with details recorded with the Registrar
by 5:00 pm local Registry Office time on the relevant Record Date.
(ii) When a Security is recorded in the Register as being held jointly, payment of interest or
principal (as the case may be) by the Issuer will be made to the Registered Holders in
their joint names unless requested otherwise (and in a form satisfactory to the Issuer) by
5:00 pm local Registry Office time on the relevant Record Date.
6.2 Method of Payment
Payments in respect of each Security will be made:
(i) where the Securities are lodged in the Austraclear System, by crediting on the relevant
Interest Payment Date or Maturity Date (determined in accordance with the Business Day
Convention specified in the relevant Pricing Supplement) the amount then due to the
account of the relevant Registered Holder in accordance with the Austraclear
Regulations; or
(ii) if the relevant Securities have not been lodged or are removed from the Austraclear
System, by crediting on the relevant Interest Payment Date, in the case of payments of
interest, or the Maturity Date, in the case of payments of principal, the amount then due
to a bank account in Australia previously notified by the Registered Holder to the
Registrar. Each Interest Payment Date and Maturity Date shall be determined in
accordance with the Business Day Convention specified in the relevant Pricing
Supplement. If the Registered Holder has not notified the Registrar of such an account
by 5.00pm local Registry Office time on the relevant Record Date or upon application by
the Registered Holder to the Registrar no later than 5.00pm local Registry Office time on
the relevant Record Date, payments in respect of the relevant Security will be made by
cheque mailed on the Business Day immediately preceding the relevant Interest Payment
Date in the case of payments of interest or on the Maturity Date, in the case of payments
of principal, at the Registered Holder’s risk to the Registered Holder (or to the first named
of joint Registered Holders) of such Security at the address appearing in the Register as
at 5.00pm local Registry Office time on the relevant Record Date. Cheques to be
despatched to the nominated address of a Registered Holder will in such case be deemed
to have been received by the Registered Holder on the relevant Interest Payment Date,
in the case of payments of interest, or the Maturity Date, in the case of payments of
principal, and no further amount will be payable by the Issuer in respect of the relevant
Security as a result of payment not being received by the Registered Holder on the due
date.
No payment of interest will be mailed to an address in the United States or transferred to an
account maintained by the Registered Holder in the United States.
6.3 Payments Subject to Fiscal Laws
All payments are subject in all cases to any applicable fiscal or other laws, regulations and
directives, but without prejudice to the provisions of Condition 8 (Taxation). No commission or
expenses shall be charged to the Registered Holders in respect of such payments.
6.4 Appointment of Agents
The Registrar and (if appointed) the Calculation Agent act solely as agents of the Issuer and
do not assume any obligation or relationship of agency or trust for or with any Registered
Holder. The Issuer reserves the right at any time to vary or terminate the appointment of the
52
Registrar or (if appointed) the Calculation Agent, provided that the Issuer shall at all times
maintain (i) a Registrar, (ii) one or more Calculation Agent(s) where the Conditions so require,
and (iii) such other agents as may be required by the rules of any stock exchange, listing
authority and/or quotation system on which the Securities may be admitted to listing, trading
and/or quotation. Notice of any change to the specified office of the Registrar or the
Calculation Agent shall promptly be given to the Registered Holders in accordance with
Condition 14 (Notices).
7. TRANSFER
7.1 Transfer
(i) Unless Securities are lodged in the Austraclear System, and subject to Condition 7.2, all
applications to transfer Securities must be made by lodging with the Registrar a properly
completed transfer and acceptance form in the form approved by the Issuer and the
Registrar. Any Certificate relating to the Securities to be transferred must also be
surrendered to the Registrar. Transfer and acceptance forms are available from any
Registry Office. Each Registry Office will provide prompt marking and transfer services.
Each transfer form must be accompanied by such evidence (if any) as the Registrar may
require to prove the title of the transferor or the transferor’s right to transfer the Security,
and be signed by both the transferor and the transferee. The transfer takes effect upon
the transferee’s name being entered on the Register.
(ii) Securities lodged in the Austraclear System will be transferable only in accordance with
the Austraclear Regulations.
7.2 Limit on Transfer
(i) Securities may only be transferred within, to or from Australia in the denominations
specified in the Pricing Supplement and if the consideration payable at the time of
transfer is a minimum amount of A$500,000 (in either case, disregarding moneys lent
by the transferor or its associates) or the transfer otherwise does not require disclosure
to investors in accordance with Part 6D.2 and Chapter 7 of the Corporations Act.
(ii) Securities may only be transferred between persons in a jurisdiction or jurisdictions
other than Australia if the transfer is in compliance with the laws of the jurisdiction in
which the transfer takes place and the transfer of the Securities otherwise does not
require disclosure to investors in accordance with the laws of the jurisdiction in which
the transfer takes place.
7.3 Partial Transfers
Where a transferor executes a transfer of less than all Securities registered in its name, and
the identity of the specific Securities to be transferred are not identified, the Registrar may
register the transfer in respect of such of the Securities registered in the name of the transferor
as the Registrar thinks fit, provided the total Principal Amount of the Securities registered as
having been transferred equals the total Principal Amount of the Securities expressed to be
transferred in the transfer.
7.4 Closed Period
A transfer of a Security shall not be effective unless and until entered on the Register. The
Register will be closed for the purpose of determining entitlements to payments of interest and
repayments of any Principal Amount at 5:00 pm local Registry Office time on the Record Date
prior to the relevant Interest Payment Date, the relevant Maturity Date and any relevant
redemption date. Therefore, transfers must be received by the Registrar at the relevant
Registry Office prior to that time.
53
7.5 Stamp Duty
The Registered Holder is responsible for any stamp duties or other similar taxes which are
payable in any jurisdiction in connection with any transfer, assignment or other dealing with the
Securities.
7.6 Transmission
The Registrar must register a transfer of a Security to or by a person who is entitled to make or
receive the transfer in consequence of:
(i) death, bankruptcy, liquidation or winding-up of a Registered Holder; or
(ii) the making of a vesting order by a court or other body with power to make the order,
on receiving the evidence of entitlement that the Registrar or the Issuer requires.
7.7 Austraclear Services Limited as Registrar
If Austraclear Services Limited is the Registrar and Securities are lodged in the Austraclear
System, despite any other provision of those Conditions, these Securities are not transferable
on the Register, and the Issuer may not, and must procure that the Registrar does not,
register any transfer of those Securities issued by it and no member of the Austraclear System
has the right to request any registration of any transfer of the relevant Securities, except:
(i) for the purposes of any Conversion, Write-Off, repurchase, redemption or cancellation
(whether on or before the Maturity Date of the relevant Security) of the relevant
Security, a transfer of the relevant Security from Austraclear to the Issuer (or if
applicable, to an Approved NOHC in accordance with Condition 5D) may be entered in
the Register; and
(ii) if Austraclear exercises or purports to exercise any power it may have under the
Austraclear Regulations from time to time for the Austraclear System or these
Conditions, to require the relevant Security to be transferred on the Register to a
member of the Austraclear System, the relevant Security may be transferred on the
Register from Austraclear to the member of the Austraclear System.
In any of these cases, the relevant Security will cease to be held in the Austraclear System.
8. TAXATION
8.1 General
Subject as provided below, all payments of principal and interest in respect of the Securities
shall be made free and clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied, collected, withheld
or assessed by or within Australia or by any authority therein or thereof having power to tax
(together, “Taxes”), unless such withholding or deduction is required by law.
8.2 Issuer to pay Additional Amounts
Where such withholding or deduction is required by law, the Issuer shall pay such additional
amounts to the Registered Holders as shall result in receipt by those Registered Holders of
such amounts as would have been received by them had no such withholding or deduction
been required, except that no such additional amounts shall be payable with respect to any
Security:
(i) in respect of which the Registered Holder thereof is liable to such Taxes, duties,
assessments or governmental charges in respect of such Security by reason of its
54
having some connection with Australia, other than the mere holding of such Security
or the receipt of the relevant payment in respect thereof; or
(ii) in respect of which the Registered Holder thereof is an Offshore Associate of the
Issuer (acting other than in the capacity of a clearing house, paying agent, custodian,
funds manager or responsible entity of a registered scheme within the meaning of the
Corporations Act); or
(iii) in respect of which the Taxes have been imposed or levied as a result of the
Registered Holder of such Security being party to or participating in a scheme to
avoid such Taxes, being a scheme which the Issuer was neither a party to nor
participated in; or
(iv) to, or to a third party on behalf of, an Australian resident Registered Holder or a non-
resident Registered Holder who is engaged in carrying on business in Australia at or
through a permanent establishment of the non-resident in Australia, if that person has
not supplied an appropriate tax file number, Australian business number or other
exemption details.
8.4 Tax File Number
The Issuer will deduct tax from payments of interest on the Securities at the highest marginal
tax rate plus the highest Medicare levy if an Australian resident investor or a non-resident
investor carrying on business in Australia at or through a permanent establishment of the non-
resident in Australia has not supplied an appropriate tax file number, Australian Business
Number or exemption details.
8.5 References
References in these Conditions to (i) ‘‘principal’’ shall be deemed to include any premium
payable in respect of the Securities (other than Subordinated Notes for which there is no
premium payable), all Instalment Amounts, Final Redemption Amounts, Early Redemption
Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in
the nature of principal payable pursuant to Condition 5 (Redemption, Purchase and Options),
or any amendment or supplement to it, (ii) ‘‘interest’’ shall be deemed to include all Interest
Amounts and all other amounts payable pursuant to Condition 4 (Interest and other
Calculations), or any amendment or supplement to it and (iii) ‘‘principal’’ and/or ‘‘interest’’
shall be deemed to include any additional amounts that may be payable under this Condition
or any undertaking given in addition to or substitution for it under the Deed Poll. Any
additional amounts due in respect of the Subordinated Notes will be subordinated in right of
payment as described in Condition 3.2 (Status – Subordinated Notes), Condition 4.10
(Condition of Payment – Subordinated Notes) and Condition 11 (Subordination).
If the Issuer is or becomes subject at any time to any taxing jurisdiction other than or in
addition to Australia, references in Condition 5.2 and Condition 8 shall be read and construed
as including references to such other taxing jurisdiction(s).
8.6 FATCA
The Issuer may withhold or make deductions from payments or from the issue of Ordinary
Shares to a Noteholder where it is required to do so under or in connection with FATCA, or
where it has reasonable grounds to suspect that the Noteholder or a beneficial owner of the
Securities may be subject to FATCA, and may deal with such payment, and any Ordinary
Shares in accordance with FATCA. If any withholding or deduction arises under or in
connection with FATCA, the Issuer will not be required to pay any further amounts or issue
any further Ordinary Shares on account of such withholding or deduction or otherwise
reimburse or compensate, or make any payment to, a Noteholder or a beneficial owner of the
Securities for or in respect of any such withholding or deduction. A dealing with such payment
55
and any Ordinary Shares in accordance with FATCA satisfies the Issuer’s obligations to that
Noteholder to the extent of the amount of that payment or issue of Ordinary Shares.
9. PRESCRIPTION
Claims against the Issuer for payment in respect of the Securities shall be prescribed and
become void unless made within ten years (in the case of principal) or five years (in the case
of interest) from the appropriate Relevant Date in respect of them.
10. EVENTS OF DEFAULT
10.1 Medium Term Notes
If any one of the following events (‘‘Events of Default’’) occurs and is continuing, the
Registered Holder of any Medium Term Note of any Series may give written notice to the
Registrar at its Registry Office that such Medium Term Note is immediately repayable,
whereupon it shall immediately become due and repayable at its Early Redemption Amount
together with accrued interest to the date of payment unless, prior to the date that such written
notice is received by the Registrar, the Issuer shall have cured or otherwise made good all
Events of Default in respect of the Medium Term Notes of such Series:
(i) default is made in the payment of any principal or Final Redemption Amount, Early
Redemption Amount, Optional Redemption Amount, Instalment Amount or Amortised
Face Amount (in the case of a Zero Coupon Security) (whether becoming due upon
redemption or otherwise) or interest when due, in respect of any Medium Term Note of
such Series, and such default continues for a period of seven days; or
(ii) the Issuer fails to perform or observe any of its obligations under any Medium Term Note
of such Series other than those specified in paragraph (i) above and in such case (except
where such failure is incapable of remedy) such failure continues for a period of 30 days
next following the service by any Registered Holder of any Medium Term Note of such
Series on the Issuer of written notice requiring the same to be remedied; or
(iii) otherwise than for the purpose of an amalgamation or reconstruction or merger within
the meaning of these words under the laws of Australia, a resolution is passed that the
Issuer be wound up or dissolved; or
(iv) the Issuer stops payment (within the meaning of Australian or any other applicable
bankruptcy law) of its obligations; or
(v) an encumbrancer takes possession of or a receiver is appointed of the whole or a
substantial part of the undertaking and assets of the Issuer and any such event is
continuing for 45 days after its occurrence and would materially prejudice the
performance by the Issuer of its obligations under the Medium Term Notes of such Series
or a distress or execution is levied or enforced upon or sued out against the whole or a
substantial part of the undertaking and assets of the Issuer which would materially
prejudice the performance of the Issuer of its obligations under the Medium Term Notes
of such Series and is not discharged within 60 days thereof; or
(vi) proceedings shall have been initiated against the Issuer under any applicable
bankruptcy, reorganisation or other similar law and such proceedings shall not have been
discharged or stayed within a period of 60 days; or
(vii) the Issuer shall initiate or consent to proceedings relating to itself under any applicable
bankruptcy, insolvency, composition or other similar law (otherwise than for the purpose
of amalgamation, reconstruction or merger (within the meaning of those words under the
laws of Australia)) and such proceedings would materially prejudice the performance by
the Issuer of its obligations under the Medium Term Notes of such Series.
56
Notwithstanding any other provision of this Condition 10.1, no Event of Default in respect of
any Medium Term Note shall occur solely on account of any failure by the Issuer to perform or
observe its obligations in relation to, or the taking of any process or proceeding in respect of
any share, note or other security or instrument constituting Tier 1 Capital or Tier 2 Capital.
10.2 Subordinated Notes
The following are Events of Default with respect to Subordinated Notes:
(i) (a) the making of an order by a court of the State of Victoria, Australia or a court with
appellate jurisdiction from such court which is not successfully appealed or
permanently stayed within 60 days of the entry of such order; or
(b) the valid passing by the Issuer 's shareholders of an effective resolution,
in each case for the winding-up of the Issuer (other than under or in connection with a
scheme of amalgamation or reconstruction not involving bankruptcy or insolvency); and
(ii) Subject to Condition 4.10:
(a) default in the payment of interest on any Subordinated Note when due, continued
for 30 days; or
(b) default in the payment of principal of any Subordinated Note when due.
Upon the occurrence of an Event of Default specified in paragraph (i) above, subject to the
subordination provisions, the Principal Amount of, and all accrued and unpaid interest on, the
Subordinated Notes will automatically become due and payable.
If an Event of Default contemplated by paragraph (ii) above with respect to any Subordinated
Notes occurs and is continuing, a Subordinated Noteholder may only, in order to enforce the
obligations of the Issuer under such Subordinated Notes:
(A) notwithstanding the provisions of paragraph (B) below, institute proceedings in the
State of Victoria, Australia (but not elsewhere) for the winding-up of the Issuer (all
subject to, and in accordance with, the terms of Condition 11 (Subordination)); or
(B) institute proceedings for recovery of the money then due, provided that the Issuer
will not, by virtue of the institution of any such proceedings (other than proceedings
for the winding-up of the Issuer) be obliged to pay any sums representing principal
or interest in respect of the Subordinated Notes sooner than the same would
otherwise have been payable by it and provided that the Issuer is Solvent at the
time of, and will be Solvent immediately after, any such payment.
No remedy against the Issuer other than those referred to in this Condition 10.2, shall be
available to the Subordinated Noteholders, whether for the recovery of amounts owing in
respect of the Subordinated Notes or in respect of any breach by the issuer of any of its other
obligations under or in respect of the Subordinated Notes.
10.3 Notification
If an Event of Default occurs under Conditions 10.1 or 10.2 above, the Issuer will promptly after
becoming aware of it notify the Registrar of the occurrence of the Event of Default specifying
details of it and use its reasonable endeavours to procure that the Registrar promptly notifies
the Registered Holders of the occurrence of the Event of Default by registered post to the
address of the Registered Holders recorded in the Register.
57
11. SUBORDINATION
In the event of the winding-up of the Issuer constituting an Event of Default with respect to the
Subordinated Notes, there shall be payable with respect to the Subordinated Notes, subject to
the subordination provisions discussed above (see Condition 3.2 (Status – Subordinated
Notes) and Condition 4.10 (Condition of Payment – Subordinated Notes), an amount equal to
the Principal Amount of the Subordinated Notes then outstanding, together with all accrued and
unpaid interest thereon to the repayment date.
As a result of the subordination provisions, no amount will be payable in the winding-up of the
Issuer in Australia in respect of the Subordinated Notes until all claims of Senior Creditors
admitted in the winding-up proceeding have been satisfied in full. By subscription for, or
transfer of, Subordinated Notes to a Subordinated Noteholder, that Subordinated Noteholder
will be taken to have agreed that no amount in respect of the Subordinated Notes will be repaid
until all the claims of the Senior Creditors admitted in the winding-up proceeding have been
satisfied accordingly. Accordingly, if proceedings with respect to the winding-up of the Issuer
in Australia were to occur, the Subordinated Noteholders could recover less relative to the
holders of deposit liabilities, the holders of Medium Term Notes and the holders of prior ranking
subordinated liabilities of the Issuer.
If in any such winding-up, the amount payable with respect to the Subordinated Notes and any
claims ranking equally with those Subordinated Notes cannot be paid in full, those Subordinated
Notes and other claims ranking equally with those Subordinated Notes will share relatively in
any distribution of the Issuer's assets in a winding-up in proportion to the respective amounts
to which they are entitled.
Any amount not paid due to Condition 4.10 (Conditions of Payment – Subordinated Notes) or
Condition 10.2 (Subordinated Notes), remains a debt owing to the Noteholder by the Issuer
until it is paid and will be payable on the first date on which payment can be made in compliance
with the relevant Condition.
12. MEETINGS OF REGISTERED HOLDERS, MODIFICATIONS AND WAIVER
12.1 Meetings of Registered Holders
Meetings of Registered Holders may be convened in accordance with the Meeting Provisions
contained in Schedule 2 to the Deed Poll. Any such meeting may consider any matters affecting
the interests of Registered Holders, including, without limitation, the variation of the terms of
the Securities by the Issuer and the granting of approvals, consents and waivers, and the
declaration of an Event of Default.
12.2 Modification of the Deed Poll
Subject to Condition 12.3:
(i) the Deed Poll or the terms of any Series of Securities may be amended by the Issuer,
without the consent of any Registered Holder, if in the opinion of the Issuer, the
amendment:
(a) is necessary or advisable to comply with any law;
(b) is necessary to correct an obvious error or omission, or is otherwise of a formal,
minor, technical or administrative nature only;
(c) is made for the purpose of curing any ambiguity or of curing, correcting or
supplementing any defective provision;
(d) is not materially prejudicial to the interests of Registered Holders generally; or
(e) only applies to Securities issued by the Issuer after the date of the amendment;
58
(ii) in all other circumstances, the Deed Poll or the terms of any Series of Securities may be
amended with the approval of Registered Holders by an Extraordinary Resolution. The
Issuer will notify the Registrar of any amendments made pursuant to this Condition and
will use its reasonable endeavours to procure that the Registrar notifies the Registered
Holders of the amendment by post to the address of the Registered Holders recorded in
the Register.
In the case of an amendment to the terms of any Series of Securities, reference in this Condition
12.2 to “Registered Holders” are to be taken to refer to the Registered Holders of that Series of
Securities.
12.3 No changes which may affect Tier 2 Capital eligibility
The prior written approval of APRA is required in respect of any modification, abrogation,
variation, amendment, waiver or compromise in respect of the terms of any Series of
Subordinated Notes or the Deed Poll where such modification, abrogation, variation,
amendment, waiver or compromise may affect the eligibility of any Series of Subordinated
Notes as Tier 2 Capital.
13. FURTHER ISSUES OF SECURITIES
The Issuer may from time to time without the consent of the Registered Holders create and
issue further securities either having the same terms and conditions as the Securities in all
respects (or in all respects except for the Issue Date or first payment of interest on them) and
so that such further issue of securities shall be consolidated and form a single Series with the
outstanding Securities of any Series or upon such terms as the Issuer may determine at the
time of their issue. References in these Conditions to the Securities include (unless the context
requires otherwise) any other securities issued pursuant to this Condition and forming a single
Series with the Securities.
14. NOTICES
14.1 To Registered Holders
All notices by the Issuer to Registered Holders will be valid if posted by ordinary mail to the
relevant Registered Holder at its address appearing on the Register (or in the case of joint
Registered Holders to the first named).
Any such notice shall be deemed to have been given on the sixth Business Day after posting if
posted to an address in Australia and on the tenth Business Day if posted to an address outside
of Australia.
14.2 To the Issuer and Registrar
All notices by a Registered Holder to the Issuer and Registrar will be valid if posted by ordinary
mail to the Issuer and the Registrar at their addresses specified above. Unless a later time is
specified in it, a notice by a Registered Holder takes effect from the time it is received by the
Issuer or Registrar except that if it is received after 5.00pm in the place of receipt or not on a
Business Day, it is to be taken to be received at 9.00am on the next succeeding Business Day
in that place.
15. GOVERNING LAW
The Securities are governed by the laws in force in the State of Victoria and Australia.
59
SCHEDULE A TO THE CONDITIONS OF THE SECURITIES
1 Conversion
If the Issuer must Convert a Principal Amount of a Subordinated Note in accordance with the
Conditions, then, subject to this Schedule A and Condition 5D.2 and unless the Pricing
Supplement specifies that the Alternative Conversion Number applies, the following provisions
apply:
(a) the Issuer will allot and issue on the Trigger Event Date a number of Ordinary Shares
in respect of the Principal Amount of that Subordinated Note equal to the Conversion
Number, where the Conversion Number (but subject to the Conversion Number being
no more than the Maximum Conversion Number) is a number calculated according to
the following formula:
Conversion Number = =
Principal Amount
((1- CD) × VWAP)
where:
“CD” means the conversion discount specified in the applicable Pricing Supplement;
“VWAP” (expressed in dollars and cents) means the VWAP during the VWAP Period
and where the “Maximum Conversion Number” means a number calculated
according to the following formula:
Maximum Conversion =
Number
=
Principal Amount
Issue Date VWAP × 0.2
(b) on the Trigger Event Date, the rights of each holder of a Subordinated Note (including
to payment of interest with respect to such Principal Amount, both in the future and
as accrued but unpaid as at the Trigger Event Date) in relation to each Subordinated
Note or portion thereof that is being Converted will be immediately and irrevocably
terminated for an amount equal to the Principal Amount of that Subordinated Note
that is being Converted and the Issuer will apply that Principal Amount by way of
payment for subscription for the Ordinary Shares to be allotted and issued under
Section 1(a) of this Schedule A. Each holder of the Subordinated Note is taken to
have irrevocably directed that any amount payable under Section 1 of this Schedule
A is to be applied as provided for in Section 1 of this Schedule A and no holder of the
Subordinated Note has any right to payment in any other way;
(c) any calculation under Section 1(a) of this Schedule A shall be, unless the context
requires otherwise, be rounded to four decimal places provided that if the total number
of additional Ordinary Shares to be allotted to a holder of the Subordinated Note in
respect of the aggregate Principal Amount of the Subordinated Notes it holds which
is being Converted includes a fraction of an Ordinary Share, that fraction of an
Ordinary Share will be disregarded; and
(d) the rights attaching to Ordinary Shares issued as a result of Conversion do not take
effect until 5.00pm (Melbourne, Australia time) on the Trigger Event Date (unless
another time is required for Conversion on that date). At that time all other rights
conferred or restrictions imposed on that Subordinated Note under the Conditions will
no longer have effect to the extent of the Principal Amount of that Subordinated Note
being Converted (except for the right to receive the Ordinary Shares as set forth in
Section 1 of this Schedule A and Condition 5B and except for rights relating to interest
which is payable but has not been paid on or before the Trigger Event Date which will
continue).
60
2 Adjustments to VWAP
For the purposes of calculating VWAP in the Conditions:
(a) where, on some or all of the Business Days in the relevant VWAP Period, Ordinary
Shares have been quoted on the Australian Securities Exchange as cum dividend or
cum any other distribution or entitlement and the relevant Principal Amount of
Subordinated Notes will Convert into Ordinary Shares after the date those Ordinary
Shares no longer carry that dividend or any other distribution or entitlement, then the
VWAP on the Business Days on which those Ordinary Shares have been quoted cum
dividend or cum any other distribution or entitlement shall be reduced by an amount
(“Cum Value”) equal to:
(i) (in case of a dividend or other distribution), the amount of that dividend or other
distribution including, if the dividend or other distribution is franked, the amount
that would be included in the assessable income of a recipient of the dividend
or other distribution who is both a resident of Australia and a natural person
under the Tax Act;
(ii) (in the case of any other entitlement that is not a dividend or other distribution
under Section 2(a)(i) of this Schedule A which is traded on the Australian
Securities Exchange on any of those Business Days), the volume weighted
average sale price of all such entitlements sold on the Australian Securities
Exchange during the VWAP Period on the Business Days on which those
entitlements were traded; or
(iii) (in the case of any other entitlement which is not traded on the Australian
Securities Exchange during the VWAP Period), the value of the entitlement as
reasonably determined by the directors of the Issuer; and
(b) where, on some or all of the Business Days in the VWAP Period, Ordinary Shares
have been quoted on the Australian Securities Exchange as ex dividend or ex any
other distribution or entitlement, and the relevant Principal Amount of Subordinated
Notes will Convert into Ordinary Shares which would be entitled to receive the relevant
dividend or other distribution or entitlement, the VWAP on the Business Days on which
those Ordinary Shares have been quoted ex dividend or ex any other distribution or
entitlement shall be increased by the Cum Value.
3 Adjustments to VWAP for divisions and similar transactions
(a) Where during the relevant VWAP Period there is a change in the number of the
Ordinary Shares on issue as a result of a division, consolidation or reclassification of
the Issuer’s share capital (not involving any cash payment or other distribution (or
compensation) to or by holders of Ordinary Shares) (a “Reorganisation”), in
calculating the VWAP for that VWAP Period the daily VWAP applicable on each day
in the relevant VWAP Period which falls before the date on which trading in Ordinary
Shares is conducted on a post Reorganisation basis shall be adjusted by multiplying
such daily VWAP by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reorganisation; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganisation.
(b) Any adjustment made by the Issuer in accordance with Section 3(a) of this Schedule
A will, absent manifest error, be effective and binding on holders of the Subordinated
61
Notes under these terms and these terms will be construed accordingly. Any such
adjustment must be promptly notified to all holders of the Subordinated Notes.
4 Adjustments to Issue Date VWAP
For the purposes of determining the Issue Date VWAP, corresponding adjustments to VWAP
will be made in accordance with Section 2 and Section 3 of this Schedule A during the 20
Business Day period over which VWAP is calculated for the purposes of determining the Issue
Date VWAP. On and from the Issue Date adjustments to the Issue Date VWAP:
(a) may be made in accordance with Sections 5 to 7 of this Schedule A (inclusive); and
(b) if so made, will cause an adjustment to the Maximum Conversion Number.
5 Adjustments to Issue Date VWAP for bonus issues
(a) Subject to Section 5(b) of this Schedule A below, if at any time after the Issue Date
the Issuer makes a pro rata bonus issue of Ordinary Shares to holders of Ordinary
Shares generally, the Issue Date VWAP will be adjusted immediately in accordance
with the following formula:
V
V
V
= V
o X
RD
RD + RN
where:
V means the Issue Date VWAP applying immediately after the application of
this formula;
V
o
means the Issue Date VWAP applying immediately prior to the application
of this formula;
RN means the number of Ordinary Shares issued pursuant to the bonus issue;
and
RD means the number of Ordinary Shares on issue immediately prior to the
allotment of new Ordinary Shares pursuant to the bonus issue.
(b) Section 5(a) of this Schedule A does not apply to Ordinary Shares issued as part of a
bonus share plan, employee or executive share plan, executive option plan, share top
up plan, share purchase plan or a dividend reinvestment plan.
(c) For the purpose of Section 5(a) of this Schedule A, an issue will be regarded as a pro
rata issue notwithstanding that the Issuer does not make offers to some or all holders
of Ordinary Shares with registered addresses outside Australia, provided that in so
doing the Issuer is not in contravention of the ASX Listing Rules.
(d) No adjustments to the Issue Date VWAP will be made under this Section 5 of this
Schedule A for any offer of Ordinary Shares not covered by Section 5(a) of this
Schedule A, including a rights issue or other essentially pro rata issue.
(e) The fact that no adjustment is made for an issue of Ordinary Shares except as covered
by Section 5(a) of this Schedule A shall not in any way restrict the Issuer from issuing
Ordinary Shares at any time on such terms as it sees fit nor require any consent or
concurrence of any Subordinated Noteholders.
6 Adjustment to Issue Date VWAP for divisions and similar transactions
(a) If at any time after the Issue Date, a Reorganisation occurs, the Issuer shall adjust the
Issue Date VWAP by multiplying the Issue Date VWAP applicable on the Business
Day immediately before the date of any such Reorganisation by the following formula:
A
62
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reorganisation; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganisation.
(b) Any adjustment made by the Issuer in accordance with Section 6(a) of this Schedule
will, absent manifest error, be effective and binding on Subordinated Noteholders
under these terms and these terms will be construed accordingly.
(c) Each Subordinated Noteholder acknowledges that the Issuer may, consolidate, divide
or reclassify securities so that there is a lesser or greater number of Ordinary Shares
at any time in its absolute discretion without any such action requiring any consent or
concurrence of any Subordinated Noteholders.
7 No Adjustment to Issue Date VWAP in certain circumstances
Despite the provisions of Section 5 and Section 6 of this Schedule A, no adjustment shall be
made to the Issue Date VWAP where such adjustment (rounded if applicable) would be less
than one percent of the Issue Date VWAP then in effect.
8 Announcement of adjustment to Issue Date VWAP
The Issuer will notify Subordinated Noteholders (an “Adjustment Notice”) of any adjustment
to the Issue Date VWAP under this Schedule A within 10 Business Days of the Issuer
determining the adjustment and the adjustment set out in the announcement will be final and
binding.
9 Ordinary Shares
Each Ordinary Share issued or arising upon Conversion ranks pari passu with all other fully
paid Ordinary Shares.
10 Listing Ordinary Shares issued on Conversion
The Issuer shall use all reasonable endeavours to list the Ordinary Shares issued upon
Conversion of the Subordinated Notes on the Australian Securities Exchange.
11 Alternative Conversion Number
If the Issuer must Convert a Principal Amount of a Subordinated Note in accordance with the
Conditions and the Pricing Supplement specifies that the Alternative Conversion Number
applies, then:
(a) Section 1 of this Schedule A applies on the basis that the Conversion Number for the
purposes of Section 1(a) of this Schedule A is the number of Ordinary Shares
specified in the Pricing Supplement as the Alternative Conversion Number (subject to
the Alternative Conversion Number being no more than the Maximum Conversion
Number as determined in accordance with Section 1(a) of this Schedule A); and
(b) Sections 2 to 8 (inclusive) of this Schedule A do not apply to the Alternative
Conversion Number.
12 Definitions
For the purposes of this Schedule A the following terms shall have the following meanings:
“Cum Value” has the meaning given in Section 2 of this Schedule A.
63
“Issue Date VWAP” means, in respect of Subordinated Notes of a Series, the VWAP during
the period of 20 Business Days on which trading in Ordinary Shares took place immediately
preceding (but not including) the first date on which any Subordinated Notes of that Series were
issued, as adjusted in accordance with Sections 5 to 7 (inclusive) of this Schedule A.
“Reorganisation” has the meaning given in Section 3 of this Schedule A.
“Tax Act” means:
the Income Tax Assessment Act 1936 (Cth) of Australia or the Income Tax
Assessment Act 1997 (Cth) of Australia as the case may be and a reference to any
section of the Income Tax Assessment Act 1936 (Cth) of Australia includes a reference
to that section as rewritten in the Income Tax Assessment Act 1997 (Cth) of Australia;
and
any other Act setting the rate of income tax payable and any regulation promulgated
under it.
“VWAP” means, subject to any adjustments under this Schedule A, the average of the daily
volume weighted average sale prices (such average being rounded to the nearest full cent) of
Ordinary Shares sold on the Australian Securities Exchange during the VWAP Period or on the
relevant days but does not include any “Crossing” transacted outside the “Open Session State”
or any “Special Crossing” transacted at any time, each as defined in the ASX Operating Rules,
or any overseas trades or trades pursuant to the exercise of options over Ordinary Shares;
“VWAP Period” means the period of 5 Business Days or such other period specified in the
applicable Pricing Supplement on which trading in Ordinary Shares took place immediately
preceding (but not including) the Trigger Event Date.
64
DESCRIPTION OF ORDINARY SHARES
The rights and liabilities attaching to the ordinary shares of the Issuer (“Ordinary Shares”) are set out
in the constitution of the Issuer (“Constitution”) and are also regulated by the Corporations Act, ASX
Listing Rules and the general law. A summary of the key rights attaching to the Ordinary Shares is as
follows. lnvestors who wish to inspect the Constitution may do so at the registered office of the lssuer
during normal office hours.
Voting rights
Subject to any rights or restrictions attached to any shares or class of shares, a registered holder of an
Ordinary Share (“Shareholder”) is entitled to attend and vote at a general meeting of the lssuer. Any
resolution being considered at a general meeting is decided on a show of hands unless a poll is held.
On a show of hands, each Shareholder present has one vote.
On a poll, each Shareholder has one vote for each Ordinary Share. Partly paid Ordinary Shares confer
that fraction of a vote which is equal to the proportion which the amount paid bears to the total issue
price of the Ordinary Share.
General meetings
Notice of a general meeting must be given to each Shareholder in accordance with the Corporations
Act. Each Shareholder is entitled to receive notices, financial statements and other documents required
to be provided to Shareholders under the Constitution, Corporations Act and ASX Listing Rules.
Dividend entitlement
Subject to the Corporations Act, the Constitution and the terms of issue of Ordinary Shares, the board
of directors of the lssuer (“Board”) may resolve to pay dividends on Ordinary Shares which are
considered by the Board to be appropriate, in proportion to the capital paid up on the Ordinary Shares
held by each Shareholder (subject to the rights of holders of shares carrying preferred rights including
Subordinated Notes).
Dividend reinvestment plan and bonus option plan
Shareholders who are eligible may participate in the lssuer's dividend reinvestment plan or bonus option
plan, as in force from time to time, in accordance with (and subject to) the rules of those plans.
Shareholders who are subject to the laws of a country or place other than Australia may not be eligible
to participate, because of legal requirements that apply in that country or place or in Australia. Until the
Board otherwise determines, participation in the lssuer's dividend reinvestment plan and bonus option
plan is not available directly or indirectly to any entity or person (including any legal or beneficial owner
of Ordinary Shares) who is (or who is acting on behalf of or for the account or benefit of an entity or
person who is) in or resident in the United States (including its territories or possessions) or Canada.
Rights of shareholders on a winding-up of the lssuer
lf the lssuer is wound up and its property is more than sufficient to pay all debts, share capital of the
lssuer and expenses of the winding-up, the excess must be divided among Shareholders in proportion
to the capital paid up on the Ordinary Shares at the commencement of the winding-up (subject to the
rights of holders of shares carrying preferred rights on winding-up including Subordinated Notes). A
partly paid Ordinary Share is counted as a fraction of a fully paid Ordinary Share equal to the proportion
which the amount paid on it bears to the total issue price of the Ordinary Share.
However, with the sanction of a special resolution, the liquidator may divide among Shareholders the
assets of the lssuer in kind and decide how the division is to be carried out or vest assets in trustees of
any trusts for the benefit of Shareholders as the liquidator thinks appropriate.
Transfer of Ordinary Shares
Ordinary Shares may be transferred by any means permitted by the Corporations Act or by law. The
Board may decline to register a transfer where permitted to do so under the ASX Listing Rules or the
settlement operating rules of the ASX (“ASX Settlement Operating Rules”), or where registration of
the transfer is forbidden by the Corporations Act, ASX Listing Rules or ASX Settlement Operating Rules.
ln addition, subject to the Corporations Act, ASX Listing Rules and ASX Settlement Operating Rules,
65
the Board may decline to register a transfer if registration would create a new holding of less than a
marketable parcel under the ASX Listing Rules.
lssues of further shares
Subject to the Constitution, Corporations Act and ASX Listing Rules, the Board may issue or grant
options in respect of Ordinary Shares on such terms as the Board decides. The Board may also issue
preference shares, including redeemable preference shares, or convertible notes with preferred,
deferred or special rights or restrictions in relation to dividends, voting, return of capital and participation
in surplus on a winding-up of the Issuer.
Variation of the Constitution
The Constitution can only be modified by a special resolution in accordance with the Corporations Act.
Under the Corporations Act, for a resolution to be passed as a special resolution it must be passed by
at least 75 per cent. of the votes cast by members entitled to vote on the resolution.
Variation of rights
The lssuer may only modify or vary the rights attaching to any class of shares with the prior approval,
by a special resolution, of the holders of shares in that class at a meeting of those holders, or with the
written consent of the holders of at least 75 per. cent of the issued shares of that class.
Subject to the terms of issue, the rights attached to a class of shares are not treated as varied by the
issue of further shares which rank equally with that existing class for participation in profits and assets
of the lssuer.
66
USE OF PROCEEDS
The net proceeds from the issue of any Notes will be used by the Issuer for its general corporate
purposes.
67
DESCRIPTION OF THE ISSUER AND THE GROUP
The Group, which began its Australian operations in 1835 and its New Zealand operations in 1840, is
one of the four major banking groups headquartered in Australia. The Issuer is a public company
limited by shares incorporated in Australia and was registered in the State of Victoria on 14 July 1977.
The Issuer’s registered office is located at Level 9, 833 Collins Street, Docklands, Victoria, 3008,
Australia, and the telephone number is +61 3 9683 9999. Its Australian Business Number is ABN 11
005 357 522.
The Issuer provides a broad range of banking and financial products and services to retail, small
business, corporate and institutional customers. Geographically, operations span Australia, New
Zealand, a number of countries in the Asia Pacific region, the United Kingdom, France, Germany and
the United States.
68
SUBSCRIPTION AND SALE
Subject to the terms and on the conditions contained in each relevant subscription agreement (each a
“Subscription Agreement”) entered into between the Issuer and the relevant Dealers, the Securities
will be offered from time to time by the Issuer to the Dealers. However, the Issuer has reserved the
right to sell Securities directly on its own behalf to other intermediaries and purchasers procured by it.
The Issuer will agree to indemnify the Dealer(s) against certain liabilities in connection with the offer
and sale of the Securities. Each Subscription Agreement will entitle the relevant Dealers to terminate
any agreement that they may make to subscribe for Securities in certain circumstances prior to payment
for such Securities being made to the Issuer. In the event of any inconsistency between the provisions
of the relevant Subscription Agreement and the Information Memorandum or the Conditions, the
provisions of the relevant Subscription Agreement shall apply.
The Issuer may pay each relevant Dealer a commission as agreed between the Issuer and that Dealer
in respect of a Tranche of Securities, which commission may be deducted from the net proceeds
payable to the Issuer on the closing of that Series. The Issuer may agree to reimburse the relevant
Dealers for certain of their activities in connection with the issue of a Tranche of Securities.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act) in relation to the
Programme or any Securities (including the Information Memorandum) has been or will be lodged with
or registered by the Australian Securities and Investments Commission or the Australian Securities
Exchange Limited or any other stock exchange licensed under the Corporations Act. Each Dealer
appointed under the Programme will be required to represent and agree that in connection with the
distribution of the Securities, it has not:
(a) made or invited, and will not make or invite, an offer of the Securities for issue or sale in
Australia (including an offer or invitation which is received by a person in Australia); and
(b) distributed or published and will not distribute or publish any draft, preliminary or final form
information memorandum, advertisement or other offering material relating to the Securities in
Australia,
unless:
(i) the minimum aggregate consideration payable by each offeree is at least A$500,000 or its
equivalent in an alternate currency (disregarding money lent by the Issuer or its associates
(as described in Division 2 of Part 1.2 in Chapter 1 of the Corporations Act)) or the offer
otherwise does not require disclosure to investors in accordance with Part 6D.2
(disregarding section 708(19)) or Chapter 7 of the Corporations Act and does not constitute
an offer to a “retail client” as defined for the purposes of section 761G of the Corporations
Act; and
(ii) such action complies with all applicable laws, directives and regulations and does not
require any document to be lodged with, or registered by, the Australian Securities and
Investments Commission.
Each Dealer appointed under the Programme will be required to agree, that it will not sell any Securities
issued by the Issuer in circumstances where employees of the Dealer aware of, or involved in, the sale
know, or have reasonable grounds to suspect, that the Security or an interest in or right in respect of
the Security, was being or would later be, acquired either directly or indirectly by an Offshore Associate
of the Issuer acting other than in the capacity of a dealer, manager or underwriter in relation to the
placement of the Securities or a clearing house, custodian, funds manager or responsible entity of a
registered scheme within the meaning of the Corporations Act.
"Offshore Associate" means an associate (as defined in section 128F of the Income Tax Assessment
Act 1936 (Cth) of Australia and any successor legislation) of the Issuer that is either a non-resident of
the Commonwealth of Australia which does not acquire the Securities in carrying on a business at or
69
through a permanent establishment in Australia or, alternatively, a resident of Australia that acquires
the Securities in carrying on business at or through a permanent establishment outside of Australia.
European Economic Area
Each Dealer will be required to represent and agree that it has not made and will not make an offer of
Securities which are the subject of any offering contemplated by this Information Memorandum as
completed by the Pricing Supplement in relation thereto to the public in any Member State in the
European Economic Area ("EEA") except that it may make an offer of such Securities to the public in
that Member State:
(a) at any time to any legal entity which is a qualified investor as defined in the EU Prospectus
Regulation (as defined below);
(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined
in the EU Prospectus Regulation), subject to obtaining the prior consent of the relevant Dealer
or Dealers nominated by the Issuer for any such offer; or
(c) at any time in any other circumstances falling within Article 1(4) of the EU Prospectus
Regulation,
provided that no such offer of Securities referred to in (a) to (c) above shall require the Issuer or any
Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, or supplement a
prospectus pursuant to Article 23 of the EU Prospectus Regulation.
Prohibition of Sales to Retail Investors
This Information Memorandum is not a prospectus for the purposes of the EU Prospectus Regulation
(as defined below).
Each Dealer will be required to represent and agree that it has not made and will not make an offer of
Securities which are the subject of any offering contemplated by this Information Memorandum as
completed by the Pricing Supplement in relation thereto to any retail investor in the EEA. For the
purposes of this provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:
(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 2016/97/EU, 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; or
(iii) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation"); and
(b) the expression “offer” means the communication in any form and by any means of sufficient
information on the terms of the offer and the Securities to be offered so as to enable an investor
to decide to purchase or subscribe for the Securities.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "EU PRIIPs Regulation") for offering or selling the Securities or otherwise making them available
to retail investors in the EEA or will be prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs
Regulation.
United Kingdom
70
Each Dealer will be required to represent and agree that it has not made and will not make an offer of
Securities which are the subject of the offering contemplated by this Information Memorandum as
completed by the Pricing Supplement in relation thereto to the public in the United Kingdom except that
it may make an offer of such Securities to the public in the United Kingdom:
(a) at any time to any legal entity which is a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA;
(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue
of the EUWA) in the United Kingdom (the "UK Prospectus Regulation") subject to
obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for
any such offer; or
(c) at any time in any other circumstances falling within section 86 of the Financial Services
and Markets Act 2000 of the United Kingdom (the "FSMA"),
provided that no such offer of Securities referred to in (a) to (c) above shall require the Issuer or any
Dealer to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus
pursuant to Article 23 of the UK Prospectus Regulation.
Prohibition of Sales to Retail Investors
This Information Memorandum is not a prospectus for the purposes of the UK Prospectus Regulation.
Each Dealer will be required to represent and agree that it has not made and will not make an offer of
Securities which are the subject of any offering contemplated by this Information Memorandum as
completed by the Pricing Supplement in relation thereto to any retail investor in the United Kingdom.
For the purposes of this provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:
(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”);
(ii) a customer within the meaning of the provisions of the FSMA and any rules or
regulations made under the FSMA which were relied on immediately before exit day
to implement Directive (EU) 2016/97, 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; or
(iii) not a "qualified investor" as defined in Article 2 of the UK Prospectus Regulation; and
(b) the expression “offer” means the communication in any form and by any means of sufficient
information on the terms of the offer and the Securities to be offered so as to enable an investor
to decide to purchase or subscribe for the Securities.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part
of domestic law by virtue of the EUWA and the regulations made under the EUWA (as amended, the
"UK PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to
retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
United Kingdom
Each Dealer will be required to represent and agree that it has not made and will not make an offer of
Securities which are the subject of the offering contemplated by this Information Memorandum as
71
completed by the Pricing Supplement in relation thereto to the public in the United Kingdom except that
it may make an offer of such Securities to the public in the United Kingdom:
(a) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK
Prospectus Regulation;
(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined
in Article 2 of the UK Prospectus Regulation subject to obtaining the prior consent of the relevant
Dealer or Dealers nominated by the Issuer for any such offer; or
(c) at any time in any other circumstances falling within section 86 of the FSMA,
provided that no such offer of Securities referred to in (a) to (c) above shall require the Issuer or any
Dealer to publish a prospectus pursuant to section 85 of the FSMA
or supplement a prospectus
pursuant to Article 23 of the UK Prospectus Regulation.
Each Dealer will also be required to represent and agree that:
(a) Financial promotion: it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage in
investment activity (within the meaning of section 21 of the FSMA received by it in connection
with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA
would not, if the Issuer was not an authorised person, apply to the Issuer;
(b) General compliance: it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to such Securities in, from or otherwise
involving the United Kingdom; and
(c) Deposit taking: in relation to any Securities which have a maturity of less than one year (i) it
is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business and (ii) it has not offered or
sold and will not offer or sell any Securities other than to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as principal or as
agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold,
manage or dispose of investments (as principal or agent) for the purposes of their businesses
where the issue of the Securities would otherwise constitute a contravention of Section 19 of
FSMA by the Issuer.
Hong Kong
Each Dealer will be required to represent and agree that:
(a) it has not offered or sold and will not offer or sell in the Hong Kong Special Administrative
Region of the People's Republic of China (“Hong Kong”), by means of any document, any
Securities (except for Securities which are a "structured product" as defined in the Securities
and Futures Ordinance (Cap.571) of Hong Kong (the “SFO”)) other than:
(i) to "professional investors" as defined in the SFO and any rules made under the SFO; or
(ii) in other circumstances which do not result in the document being a "prospectus" as defined
in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
Hong Kong (the “Companies Ordinance”) or which do not constitute an offer to the public
within the meaning of the Companies Ordinance; and
(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have
in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the Securities, which is directed at, or the
contents of which are likely to be accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other than with respect to Securities
72
which are or are intended to be disposed of only to persons outside Hong Kong or only to
"professional investors" as defined in the SFO and any rules made under the SFO.
Japan
The Securities have not been and will not be registered under the Financial Instruments and
Exchange Act of Japan (Act No. 25 of 1948, as amended, the "FIEA") and, accordingly, each Dealer
will be required to represent and agree that it will not offer or sell any Securities, directly or indirectly,
in Japan or to, or for the benefit of, any Japanese Person or to others for re-offering or resale, directly
or indirectly, in Japan or to any Japanese Person except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the FIEA and all applicable laws,
regulations and guidelines promulgated by the relevant Japanese governmental and regulatory
authorities and in effect at the relevant time. For the purposes of this paragraph, "Japanese Person"
shall mean any person resident in Japan, including any corporation or other entity organised under
the laws of Japan.
New Zealand
No action has been or will be taken by the Issuer or any Dealer which would permit a public or regulated
offering of any of the Securities, or possession or distribution of any offering material in relation to the
Securities, in New Zealand.
Each Dealer will be required to represent and agree that it has not offered, sold or delivered and will
not directly or indirectly offer, sell or deliver any Securities, and it will not distribute any offering
memorandum or advertisement in relation to any offer of Securities, in New Zealand, other than to any
or all of the following persons only:
1. "wholesale investors" as that term is defined in clauses 3(2)(a), (c) and (d) of Schedule 1 to the
Financial Markets Conduct Act 2013 of New Zealand ("FMC Act"), being a person who is:
(a) an "investment business";
(b) "large"; or
(c) a "government agency",
in each case as defined in Schedule 1 to the FMC Act; and
2. in other circumstances where there is no contravention of the FMC Act, provided that (without
limiting paragraph (1) above) Securities may not be offered or transferred to any "eligible
investors" (as defined in the FMC Act) or any person that meets the investment activity criteria
specified in clause 38 of Schedule 1 to the FMC Act.
Singapore
This Information Memorandum has not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this Information Memorandum and any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be
circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation
for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an
institutional investor (as defined in Section 4A of the SFA pursuant to Section 274 of the SFA, (ii) to a
relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1), or any person
pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275
of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors)
73
Regulations 2018, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Where the Securities are subscribed or purchased under Section 275 of the SFA by a relevant person
which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the
sole business of which is to hold investments and the entire share capital of which is owned by
one or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited investor,
the securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA)
of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not
be transferred within six months after that corporation or that trust has acquired the Securities pursuant
to an offer made under Section 275 of the SFA except:
(i) to an institutional investor or to a relevant person, or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; or
(ii) where no consideration is or will be given for the transfer; or
(iii) where the transfer is by operation of law; or
(iv) as specified in Section 276(7) of the SFA; or
(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments)
(Securities and Securities-based Derivatives Contracts) Regulations 2018.
A reference to the SFA is a reference to the Securities and Futures Act, Chapter 289 of Singapore and
a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or
provision as modified or amended from time to time including by such of its subsidiary legislation as
may be applicable at the relevant time.
South Korea
The Securities have not been and will not be registered under the Financial Investment Services and
Capital Markets Act of Korea. Each Dealer will be required to represent and agree that the Securities
have not been and will not be offered, sold or delivered, directly or indirectly, in Korea or to, or for the
account or benefit of, any resident of Korea (as defined in the Foreign Exchange Transactions Law of
Korea and its Enforcement Decree), or to any other person for reoffering, resale or re-delivery, directly
or indirectly, in Korea or to, or for the account or benefit of, any resident of Korea, except as otherwise
permitted by applicable Korean laws and regulations. Without prejudice to the foregoing, the number of
the Securities offered in Korea or to a resident in Korea shall be less than fifty, and for a period of one
year from the Issue Date of the Securities, none of the Securities may be divided resulting in an increase
number of the Securities. Furthermore, the Securities may not be resold to Korean residents unless the
purchaser of the Securities complies with all applicable regulatory requirements (including but not
limited to government reporting requirements under the Foreign Exchange Transactions Law of Korea
and its Enforcement Decree) in connection with the purchase of the Securities.
Taiwan
The Securities may be made available for purchase from outside Taiwan by investors residing in Taiwan
either directly or through a duly licensed Taiwan intermediary, but may not be offered or sold in Taiwan.
Any subscriptions of Securities shall only become effective upon acceptance by the Issuer or the
relevant Dealer outside Taiwan and shall be deemed a contract entered into in the jurisdiction of
incorporation of the Issuer or relevant Dealer, as the case may be.
74
United States
The Securities have not been and will not be registered under the United States Securities Act of 1933,
as amended (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons, except pursuant to an exemption from the registration requirements
of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S
under the Securities Act. Each Dealer appointed under the Programme will be required to represent
and agree, that it has not offered or sold, and will not offer or sell, Securities (a) (i) as part of its
distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering
of the Securities comprising the relevant Tranche and the completion of the distribution of the Securities
comprising the relevant Tranche, as determined and certified to the Issuer by such Dealer (or, in the
case of a sale of a Tranche of Securities to or through more than one Dealer, by each of such Dealers
as to the Securities of such Tranche purchased by or through it, in which case the Issuer shall notify
each such Dealer when all such Dealers have so certified) and (b) within the United States or to, or for
the account or benefit of, U.S. persons except in accordance with Rule 903 of Regulation S under the
Securities Act. Accordingly, each Dealer appointed under the Programme will be required to represent
and agree, that none of it, its affiliates or any persons acting on its or their behalf have engaged or will
engage in any directed selling efforts (as defined in Regulation S under the Securities Act) with respect
to the Securities, and that it and they have complied and will comply with any applicable offering
restrictions requirement of Regulation S under the Securities Act. Each Dealer appointed under the
Programme will be required to agree that, at or prior to the confirmation of any sale of Securities, it will
have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration
that purchases Securities from it or through it during the distribution compliance period (as defined in
Regulation S under the Securities Act) a confirmation or notice to substantially the following effect:
"The Securities covered hereby have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States and may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise
until 40 days after the later of the commencement of the offering of the Securities comprising the relevant
Tranche and the completion of the distribution of the Securities comprising the relevant Tranche, as
determined and certified by [Name of Dealer or Dealers, as the case may be], except, in either case, in
accordance with Rule 903 of Regulation S under the Securities Act. Terms used above have the meaning
given to them by Regulation S under the Securities Act."
Each Dealer appointed under the Programme will be required to agree to notify the Issuer when it has
completed its distribution of the Securities of any Tranche. In addition, until 40 days after the later of the
commencement of the offering of the Securities comprising the relevant Tranche and the completion of
the distribution of the Securities comprising the relevant Tranche, any offer or sale of Securities within
the United States by a Dealer (whether or not participating in the offering) may violate the registration
requirements of the Securities Act.
Each issuance of index-, commodity- or currency-linked Securities may be subject to such additional
U.S. selling restrictions as the relevant Dealer may agree with the Issuer as a term of the issuance, and
purchase or, as the case may be, subscription of such Securities. Each Dealer appointed under the
Programme will be required agree, that it shall offer, sell and deliver such Securities only in compliance
with such additional U.S. selling restrictions.
General
These selling restrictions may be modified by the agreement of the Issuer and the Dealers including
following a change in a relevant law, regulation or directive. Any such modification will be set out in the
Pricing Supplement issued in respect of the issue of Securities to which it relates or in a supplement to
this Information Memorandum.
No action has been taken in any country or jurisdiction by the Issuer that would permit a public offering
of any of the Securities, or possession or distribution of the Information Memorandum or any other
offering material or any Pricing Supplement in relation thereto, in any country or jurisdiction where action
for that purpose is required.
75
Each Dealer appointed under the Programme will be required to agree, that it will (to the best of its
knowledge and belief) comply with all applicable securities laws and regulations in each jurisdiction in
which it purchases, offers, sells or delivers Securities or has in its possession or distributes the
Information Memorandum, any other offering material or any Pricing Supplement, in all cases at its own
expense and will obtain any consent, approval or permission required by it for the purchase, offer, sale
or delivery by it of Securities under the laws and regulations in force in any jurisdiction to which it is
subject or in which it makes such purchases, offers, sales or deliveries and none of the Issuer nor any
of the other Dealers shall have any responsibility therefor.
Persons into whose hands this Information Memorandum or any Pricing Supplement comes are
required by the Issuer and the relevant Dealers in respect of any Series of Securities to comply with all
applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell
or deliver Securities or have in their possession or distribute such offering material, in all cases at their
own expense.
76
The form of Pricing Supplement that will be issued in respect of each Tranche of Securities, subject
only to the possible deletion of non-applicable provisions, is set out below:
PRICING SUPPLEMENT
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(Australian Business Number 11 005 357 522)
(Incorporated with limited liability in Australia)
Australian Dollar
Debt Issuance Programme
Series No: [ ]
Tranche No: [ ]
[Brief Description and Aggregate Principal Amount of the Medium Term Notes/Subordinated
Notes]
Issue Price: [ ] per cent.
[Name(s) of Dealers(s)]
The date of this Pricing Supplement is [ ]
77
This document constitutes the Pricing Supplement relating to the issue of Securities 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 11 March 2021. This Pricing
Supplement contains the final terms of the Securities and must be read in conjunction with the
Information Memorandum, as supplemented as at the Issue Date.
The following alternative language applies if the first Tranche of an issue of Securities which is
being increased was issued under an Information Memorandum with an earlier date.
[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions
(the "Conditions") set forth in the Information Memorandum dated 11 March 2021. This Pricing
Supplement contains the final terms of the Securities and must be read in conjunction with the
Information Memorandum dated 11 March 2021 [and the supplemental Information
Memorandum dated [ ]] (the “Information Memorandum”), save in respect of the Conditions
which are extracted from the Information Memorandum dated [original date] and are attached
hereto.]
Include whichever of the following apply or specify items as "Not Applicable" or “N/A”. Note
that the numbering should remain as set out below, even if "Not Applicable" is indicated for
individual paragraphs or sub-paragraphs. Italics denote directions for completing the Pricing
Supplement.
1 Issuer: Australia and New Zealand Banking Group Limited
2 (i) Series Number: [ ]
(ii) Tranche Number: [ ]
(if fungible with an existing Series, include details
of that Series, including the date on which the
Securities become fungible)
3 Specified Currency: Australian Dollars
4 Aggregate Principal Amount:
(i) Tranche: [ ]
(ii) Series: [ ]
5 (i) Issue Price: [ ] per cent. of the Aggregate Principal Amount
[plus accrued interest from [insert date] (in the case
of fungible Securities only, if applicable)]
(ii) Net proceeds: [ ]
6 Specified Denomination(s) (and Principal Amount): [ ] [[[in each case] as it may be adjusted in
accordance with Condition 5A.4] [include for
Subordinated Notes only]]
7 (i) Issue Date: [ ]
(ii) Interest Commencement Date: [Issue Date/Other (specify)]
8 Maturity Date: [ ] [specify date or (for Floating Rate Securities)
Interest Payment Date falling on or nearest to the
relevant date]
9 Interest Basis: [[ ] per cent. Fixed Rate]
[[specify reference rate] +/- per cent. Floating Rate]
[Zero Coupon] [Not applicable for Subordinated
Notes]
[Index Linked Interest] [Not applicable for
Subordinated Notes]
[Other (specify)]
(Further particulars
specified below)
10 Redemption/Payment Basis: [Redemption at Par]
[Index Linked Redemption] [Not applicable for
Subordinated Notes]
[Dual Currency] [Not applicable for Subordinated
Notes]
[Instalment] [Not applicable for Subordinated Notes]
[Other (specify)]
11 Change of Interest or Redemption/Payment Basis: [Not Applicable/ [ ] (Specify details of any
provision for convertibility of Securities into another
interest or redemption/payment basis)] [(Further
particulars specified below)]
12 Put/Call Options: [Not Applicable]
[Put Option] [Not applicable for Subordinated Notes]
[Call Option]
[(Further particulars
specified below)]
13 Status of the Securities: [Medium Term Notes ][Subordinated Notes]
78
14 Listing: [Australian Securities Exchange/(specify)/None]
15 Method of distribution: [Syndicated/Non-syndicated]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16 Fixed Rate Security Provisions: [Applicable/Not Applicable] (If not applicable, delete
the remaining sub-paragraphs of this paragraph)
(i) Rate[(s)] of Interest: [ ] per cent. Per annum [payable [annually/semi-
annually/quarterly/monthly] in arrears]
(ii) Interest Payment Date(s): [ ] in each year [commencing on [ ] up to and
including the Maturity Date]
(iii) Fixed Coupon Amount[(s)]: [[ ] per [ ] in Specified Denomination/Not
Applicable]
(iv) Broken Amount(s): [Not Applicable/ [ ] (Insert particulars of any
initial or final broken interest amounts which do not
correspond with the Fixed Coupon Amount[(s)] and
the Interest Payment Date for which it is payable)]
(v) Business Day Convention: [Floating Rate Business Day Convention/Following
Business Day Convention/Modified Following
Business Day Convention/Preceding Business Day
Convention/other (give details)]
(vi) Day Count Fraction: [Actual/Actual (ICMA)] [30/360] [RBA Bond Basis]
[Other (specify)]
(vii) Other terms relating to the method of
calculating interest for Fixed Rate
Securities:
[Not Applicable/[ ] (give details)]
17 Floating Rate Security Provisions: [Applicable/Not Applicable] (If not applicable, delete
the remaining sub-paragraphs of this paragraph)
(i) (a) Interest Period(s):
[[ ](Specify either a period or periods or a
specific date or dates)/Not Applicable (if no different
to Condition1.1)]
(b) Interest Payment Dates: [[ ]/Not Applicable]
(c) Interest Period Date if not an Interest
Payment Date:
[[ ]/Not Applicable]
(ii) Business Day Convention: [Floating Rate Business Day Convention/Following
Business Day Convention/Modified Following
Business Day Convention/Preceding Business Day
Convention/other (give details)]
(iii) Manner in which the Rate(s) of Interest
is/are to be determined:
[Screen Rate Determination/other (give details)]
(iv) Calculation Agent responsible for
calculating the Rate(s) of Interest and
Interest Amount(s):
[ ]
(v) Screen Rate Determination: [Applicable/Not Applicable]
- Reference Rate: [ ]
- Interest Determination Date(s): [ ]
- Relevant Screen Page: [ ]
- Relevant Time: [ ]
- Relevant Financial Centre: [ ]
- Reference Banks: [Applicable/Not Applicable] (If applicable, specify the
Reference Banks as follows) [ ]
(vi) Margin(s): [+/-] [ ] per cent. per annum
(vii) Minimum Rate of Interest: [[ ] per cent. per annum/Not Applicable] [Not
applicable for Subordinated Notes]
(viii) Maximum Rate of Interest: [[ ] per cent. per annum/Not Applicable] [Not
applicable for Subordinated Notes]
(ix) Rate Multiplier [[ ]/Not Applicable] [Not applicable for
Subordinated Notes]
(x) Day Count Fraction: [Actual/360][Actual/365][Actual/365 (fixed)][other
(specify)]
(xi) Fall back provisions, rounding provisions,
denominator and any other terms relating
to the method of calculating interest on
Floating Rate Securities, if different from
those set out in the Conditions:
[(specify) (Also, review and confirm additional
defined terms in Condition 5 (Interest and Other
Calculations): Interest Accrual Period etc)]
18 Zero Coupon Security Provisions: [Applicable/Not Applicable] (If not applicable, delete
the remaining sub-paragraphs of this paragraph. [Not
applicable for Subordinated Notes]
(i) Amortisation Yield: [[ ] per cent. per annum/Not applicable]
(ii) Day Count Fraction: [ ]
[(iii)] [Any other relevant provisions and/or
other formula/basis for determining the
amount payable or the Amortised Face
Amount (if other than as specified in
Condition 4.3):]
[ ]
79
19 Linear interpolation: [Not Applicable/Applicable – the Rate of Interest for
the [long]/[short] [first/last] Interest Period shall be
calculated using Linear Interpolation]
20 Index-Linked Interest Security Provisions: [Applicable/Not Applicable] (If not applicable, delete
the remaining sub-paragraphs of this paragraph. [Not
applicable for Subordinated Notes]
(i) Index/Formula: [give or annex details]
(ii) Calculation Agent responsible for
calculating the Rate(s) of interest:
[ ]
(iii) Provisions for determining the Rate of
Interest where calculation by reference to
Index and/or Formula:
[ ]
(iv) Interest Determination Date(s): [ ]
(v) Provisions for determining the Rate of
Interest where calculation by reference to
Index and/or Formula is impossible or
impracticable or otherwise disrupted:
[ ]
(vi) (a) Interest Period(s):
[[ ](Specify either a period or periods or a
specific date or dates)/Not Applicable (if no different
to Condition1.1)]
(b) Interest Payment Dates: [[ ]/Not Applicable]
(c) Interest Period Date if not an Interest
Payment Date:
[[ ]/Not Applicable]
(vii) Business Day Convention: [Floating Rate Business Day Convention/Following
Business Day Convention/Modified Following
Business Day Convention/Preceding Business Day
Convention/other (give details)]
(viii) Minimum Rate of Interest: [[ ] per cent. per annum/Not Applicable]
(ix) Maximum Rate of Interest: [[ ] per cent. per annum/Not Applicable]
(x) Day Count Fraction: [ ]
(xi) [Margin/Rate Multiplier]: [+/-] [ ] per cent. per annum
PROVISIONS RELATING TO REDEMPTION
21 Call Option: [Applicable/Not Applicable] (If not applicable, delete
the remaining sub-paragraphs of this paragraph)
[[Any early redemption
will be subject to the prior
written approval of
APRA.] [include for
Subordinated Notes
only]]
(i) Option Exercise Date(s) (if other than as
set out in the Conditions):
[ ]
(ii) Optional Redemption Date(s): [ ]
[[The Optional
Redemption Date must
not be earlier than 5
years from the Issue
Date.] [include for
Subordinated Notes
only]]
(iii) Optional Redemption Amount(s) and
method, if any, of calculation of such
amount(s):
[[ ] per Security of [ ] Specified
Denomination/Redemption at Par/Other (specify)] [[,
as it may be adjusted in accordance with Condition
5A.4] [include for Subordinated Notes only]]
(iv) If redeemable in part: [[ ]/Not Applicable]
(a) Minimum Redemption Amount: [[ ]/Not Applicable] [Not applicable for
Subordinated Notes]
(b) Maximum Redemption Amount: [[ ]/Not Applicable] [Not applicable for
Subordinated Notes]
22 Put Option: [Applicable/Not Applicable] (If not applicable, delete
the remaining sub-paragraphs of this paragraph. [Not
applicable for Subordinated Notes]
(i) Option Exercise Date(s) (if other than as set
out in the Conditions):
[ ]
(ii) Optional Redemption Date(s): [ ]
(iii) Optional Redemption Amount(s) and
method, if any, of calculation of such
amount(s):
[[ ] per Security of [ ] Specified
Denomination/Redemption at Par/Other (specify)]
23 Final Redemption Amount: [[ ] per Security of [ ] Specified
Denomination/Par/other/Index-Linked Redemption/
See Appendix for method of calculation (Specify)] [[,
as it may be adjusted in accordance with Condition
5A.4] [include for Subordinated Notes only]]
24 Early Redemption Amount: [[ ] per Security of [ ] Specified
Denomination/Par/other/Index-Linked Redemption/
80
Early Redemption Amount(s) payable on
redemption for taxation reasons, or a Regulatory
Event (if applicable, for Subordinated Notes only)
or on Event of Default and/or the method of
calculating the same (if required or if different from
that set out in the Conditions):
See Appendix for method of calculation (Specify)] [[,
as it may be adjusted in accordance with Condition
5A.4] [include for Subordinated Notes only]]
25 Redemption for Regulatory Event (Subordinated
Notes only):
[Applicable/Not Applicable] (If not applicable, delete
the remaining sub-paragraphs of this paragraph)
Any early redemption will
be subject to the prior
written approval of
APRA.
26 Redemption for taxation reasons: Any early redemption will be subject to the prior
written approval of APRA.
Condition 5.2(i): Applicable (Note that Condition 5.2(i) applies
automatically).
Condition 5.2(ii) (Subordinated Notes only): [Applicable/Not Applicable]
Condition 5.2(iii) (Subordinated Notes only): [Applicable/Not Applicable]
PROVISIONS APPLICABLE TO SUBORDINATED NOTES
27 Subordinated Notes: [Applicable/Not
Applicable] (If not
applicable, specify “Not
Applicable” to paragraphs
28 and 29)
28 Write-Off: [Applicable/Not Applicable] (If not applicable,
complete paragraph 29)
(Where “Not Applicable”
is specified at this
paragraph 28, this is
without prejudice to the
application of Condition
5B.5 where “Applicable”
is specified at paragraph
29)
29 Conversion: [Applicable/Not Applicable]
(i) CD:
(ii) VWAP Period:
[ ]
[ ]
30 Alternative Conversion Number: [Applicable/Not Applicable] [If Applicable, the
Alternative Conversion Number is [specify number
eg: 2]]
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
31 Form of Securities: Registered
32 Record Date: [1 day/ 7 days/ 8 days /
Other (specify number of
days) ]
33 Additional Financial Centre(s) (for the purposes of
the “Business Day” definition) or other special
provisions relating to Interest Payment Dates:
[Not Applicable/give details.]
34 Public Offer Test compliant: [Yes/No/Not Applicable]
35 Details relating to Instalment Notes, including
Instalment Amount(s) and Instalment Date(s):
[Not Applicable/give details]
36 Consolidation provisions: [Not Applicable/The provisions annexed to this
Pricing Supplement apply]
37 Governing law: State of Victoria and Commonwealth of Australia
38 Other terms or special conditions: [Not Applicable/give details]
DISTRIBUTION
39 If syndicated, names of Lead Managers and
the Dealers:
[Not Applicable/give names]
40 If non-syndicated, name of Dealer: [Not Applicable/give names]
41 Additional selling restrictions: [Not Applicable/give details]
OPERATIONAL INFORMATION
42 ISIN: [Not Applicable/insert number]
43 Common Code: [Not Applicable/insert number]
44 Any clearing system(s) other than Austraclear and
the relevant identification number(s):
[Not Applicable/give name(s) and number(s)]
81
[LISTING APPLICATION
This Pricing Supplement comprises the details required to list the Securities described herein pursuant to the Australian
Dollar Debt Issuance programme as from [insert date of listing of the Securities]]
[RATINGS
The Securities to be issued [have been]/[have not been]/[are expected to be] rated:
[Standard & Poor's (Australia) Pty Ltd: [ ]]
[Moody's Investors Service Pty, Limited: [ ]]
[Fitch Australia Pty Ltd: [ ]
[[Other]: [ ]]
(The above disclosure should reflect the rating allocated to Securities of the type being issued under the Programme
generally or, where the issue has been specifically rated, that rating)
A rating is not a recommendation by any rating organisation to buy, sell or hold Securities and may be subject to
revision or withdrawal at any time by the assigning rating organisation.]
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
Signed on behalf of the Issuer:
By: .................................
[Duly Authorised Signatory/Attorney]
82
ISSUER
Australia and New Zealand Banking Group Limited
ANZ Centre Melbourne
Level 9, 833 Collins Street
Docklands
Victoria 3008
Attention: Group Treasury - Head of Group Funding
Telephone: (03) 8655 3860
Email: funding@anz.com
REGISTRAR
Austraclear Services Limited
Level 4, 20 Bridge Street
Sydney
NSW 2000
Attention: Senior Manager, Austraclear and ASX Collateral
Telephone: (02) 9227 0782
ARRANGER and DEALER
Australia and New Zealand Banking Group Limited
Level 6, ANZ Tower
242 Pitt Street
Sydney
New South Wales 2000
Attention: Head of Bond Syndicate, Global Markets
Telephone: (02) 8037 0200
DATED 11 March 2021
AMENDED AND RESTATED DEED POLL
by
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
Australian Business Number 11 005 357 522
(Incorporated with limited liability in Australia)
AUSTRALIAN DOLLAR
DEBT ISSUANCE PROGRAMME
2
AMENDED AND RESTATED DEED POLL
THIS AMENDED AND RESTATED DEED POLL is made on 11 March 2021 by
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED A.B.N. 11 005 357
522 (the Issuer) in favour of Registered Holders from time to time.
RECITALS
A. The Issuer wishes to amend and restate the deed poll originally made on 20 June 2001
and amended and restated on 11 April 2003, 23 April 2004, 26 February 2007, 28
November 2008, 10 August 2010, 14 February 2012, 8 April 2014, 3 August 2015, 21
February 2017 and 15 October 2018 (the Original Deed Poll).
B. Under an Information Memorandum dated 11 March 2021 (the Information
Memorandum) relating to the Australian Dollar Debt Issuance Programme (the
Programme), the Issuer proposes to issue Notes (the Securities) from time to time.
C. The Issuer agrees to enter into this Deed in order to enable the Registered Holders from
time to time of such Securities to obtain the benefit of the terms on which those Securities
are issued as set out in the Conditions of the Securities and the relevant Pricing
Supplement.
NOW THIS DEED WITNESSES as follows:
1. INTERPRETATION
1.1 Conditions means the Conditions of the Securities contained in Schedule 1 to this Deed.
1.2 Meeting Provisions means the provisions contained in Schedule 2 to this Deed.
1.3 Previous Deed Poll means any of the following deeds poll of the Issuer:
(a) the Deed Poll dated 20 June 2001;
(b) the Deed Poll dated 20 June 2001 as amended and restated on 11 April 2003;
(c) the Deed Poll dated 20 June 2001 as amended and restated on 11 April 2003
and 23 April 2004;
(d) the Deed Poll dated 20 June 2001 as amended and restated on 11 April 2003,
23 April 2004 and 26 February 2007;
(e) the Deed Poll dated 20 June 2001 as amended and restated on 11 April 2003,
23 April 2004, 26 February 2007 and 28 November 2008;
(f) the Deed Poll dated 20 June 2001 as amended and restated on 11 April 2003,
23 April 2004, 26 February 2007, 28 November 2008 and 10 August 2010;
(g) the Deed Poll dated 20 June 2001 as amended and restated on 11 April 2003,
23 April 2004, 26 February 2007, 28 November 2008, 10 August 2010 and 14
February 2012;
(h) the Deed Poll dated 20 June 2001 as amended and restated on 11 April 2003,
23 April 2004, 26 February 2007, 28 November 2008, 10 August 2010,
14 February 2012 and 8 April 2014;
(i) the Deed Poll dated 20 June 2001 as amended and restated on 11 April 2003,
23 April 2004, 26 February 2007, 28 November 2008, 10 August 2010,
14 February 2012, 8 April 2014 and 21 February 2017;
3
(j) the Deed Poll dated 20 June 2001 as amended and restated on 11 April 2003,
23 April 2004, 26 February 2007, 28 November 2008, 10 August 2010, 14
February 2012, 8 April 2014, 21 February 2017 and 15 October 2018; and
(k) the Original Deed Poll.
1.4 Security Terms means, in relation to any Security, the Conditions as amended by the
relevant Pricing Supplement for any Tranche of Securities.
1.5 Unless the context otherwise requires, terms defined in the Security Terms have the same
meanings in this Deed.
1.6 Condition 1.2 (except (i)) of the Conditions applies to this Deed as if incorporated in this
Deed and as if all references to “these Conditions” are references to “this Deed”.
2. REGISTERED HOLDERS TO HAVE BENEFIT OF THE SECURITY TERMS
2.1 The obligations of the Issuer under the Securities are constituted by and specified in this
Deed.
2.2 Subject to the Security Terms, the Issuer unconditionally and irrevocably agrees for the
benefit of each Registered Holder that such Registered Holder shall, until it has disposed
of all Securities held by it, be entitled to the benefit of the terms contained in the Security
Terms in respect of the Securities held by it.
2.3 Each Registered Holder who acquires any Securities in accordance with the Security
Terms otherwise than by issue or acceptance (as applicable) by the Issuer shall acquire
all rights and benefits to which that Registered Holder would have been entitled under
the Security Terms with respect to that Security if that Registered Holder had held that
Security from its Issue Date.
2.4 Each Registered Holder and any person claiming through or under a Registered Holder
is bound by this Deed and is deemed to have notice of this Deed (including the Meeting
Provisions), the Conditions, the Information Memorandum, the relevant Pricing
Supplement and the Registry Services Agreement.
2.5 This Deed amends and restates the Original Deed Poll and applies to the exclusion of the
Original Deed Poll in respect of all Securities issued after the date of this Deed, except
in relation to any Securities issued on terms that they may be consolidated to form a
single Series with any outstanding Securities issued under a Previous Deed Poll, which
Securities have the benefit of such Previous Deed Poll.
3. DEED DEPOSITED WITH REGISTRAR
3.1 This Deed shall be delivered to and held by the Registrar while any Security remains
outstanding and for so long after as any claim made against the Issuer by any Registered
Holder in relation to the Securities, the Security Terms or this Deed shall not have been
finally adjudicated, settled or discharged.
3.2 Each Registered Holder is taken to have irrevocably instructed the Issuer that this Deed
is to be held by the Registrar and appointed and authorised the Registrar to hold this Deed
at its office in Melbourne on its behalf.
4. ILLEGALITY
The illegality, invalidity or unenforceability of any provision of this Deed under the law
of any jurisdiction shall not affect its legality, validity or enforceability under the law of
any other jurisdiction nor the legality, validity or enforceability of any other provision of
this Deed.
5. GOVERNING LAW
This Deed is governed by the laws of Victoria and the Commonwealth of Australia.
4
6. ATTORNEYS
Each attorney executing this Deed states that he or she has no notice of revocation of his
or her power of attorney.
EXECUTED as a DEED
5
SCHEDULE 1
CONDITIONS OF THE SECURITIES
CONDITIONS OF THE SECURITIES
The following is the text of the terms and conditions that, subject to completion and amendment and as
supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall be
applicable to the Securities of each Series.
Words and expressions defined in the Deed Poll or used in the Pricing Supplement shall have the same
meanings where used in these Conditions unless the context otherwise requires or unless otherwise
stated and provided that, in the event of inconsistency between the Deed Poll and the Pricing
Supplement, the Pricing Supplement will prevail.
The Securities are constituted by a deed poll dated 20 June 2001 as last amended and restated on 11
March 2021 and as further amended and/or supplemented and/or restated as at the Issue Date of the
Securities (the “Deed Poll”) executed by Australia and New Zealand Banking Group Limited (the
“Issuer”) and issued with the benefit of the Registry Services Agreement. Copies of the Registry
Services Agreement, the Deed Poll and the relevant Pricing Supplement are available to the relevant
Registered Holders for inspection at the registered offices of the Issuer and Registrar which are, as at
the date hereof:
Issuer: Australia and New Zealand Banking Group Limited, ANZ Centre Melbourne,
Level 9, 833 Collins Street, Docklands, Victoria, 3008, Australia.
Registrar: Austraclear Services Limited, Level 4, 20 Bridge Street, Sydney, NSW 2000
The Registered Holders of the Securities and any person claiming through or under a Registered Holder
are entitled to the benefit of, are bound by and are deemed to have notice of all of the provisions
contained in the Deed Poll (including the relevant Pricing Supplement), the Information Memorandum
dated 11 March 2021 (including all documents incorporated by reference) and the Registry Services
Agreement.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Conditions, unless the context otherwise requires, the following defined terms shall
have the meanings set out below:
“Aggregate Principal Amount” means, in relation to a Tranche of Securities, the amount
specified in the Pricing Supplement or in relation to any Certificate the aggregate Principal
Amount of the Securities to which that Certificate relates.
“Amortisation Yield” has the meaning given in Condition 5.3(ii) unless otherwise specified in
the Pricing Supplement.
“Amortised Face Amount’’ has the meaning given to it in Condition 5.3(ii) unless otherwise
specified in the Pricing Supplement.
“Approved NOHC” means an entity which:
(i) is a non-operating holding company within the meaning of the Banking Act (which term,
as used herein, includes any amendments thereto, rules thereunder and any successor
laws, amendments and rules); and
(ii) has agreed for the benefit of Subordinated Noteholders:
(A) to issue fully paid ordinary shares in its capital under all circumstances when the
Issuer would otherwise have been required to Convert a Principal Amount of
Subordinated Notes, subject to the same terms and conditions as set out in these
Conditions (with all necessary modifications); and
(B) to use all reasonable endeavours to procure quotation of Approved NOHC
Ordinary Shares issued upon Conversion of relevant Subordinated Notes on the
Australian Securities Exchange.
“Approved NOHC Ordinary Shares” means a fully paid ordinary share in the capital of the
Approved NOHC.
“APRA” means the Australian Prudential Regulation Authority (or any successor
organisation).
“ASX Listing Rules” means the listing rules of the Australian Securities Exchange as
amended, varied or waived (whether in respect of the Issuer or generally) from time to time.
“ASX Operating Rules” means the market operating rules of the Australian Securities
Exchange as amended, varied or waived (whether in respect of the Issuer or generally) from
time to time.
‘‘Austraclear’’ means Austraclear Ltd (ABN 94 002 060 773).
“Austraclear Participant” means a Participant as defined in the Austraclear Regulations.
‘‘Austraclear Regulations’’ means the regulations known as the ‘Austraclear Regulations’
established by Austraclear (as amended from time to time), together with any subsidiary rules
or procedures of Austraclear that govern the use of the Austraclear System.
‘‘Austraclear System’’ means the system operated by Austraclear for holding Securities and
the electronic recording and settling of transactions in those Securities between members of
that system.
“Australia” means the Commonwealth of Australia.
‘‘Australian Dollars” and “A$” means the lawful currency for the time being of Australia.
"Australian Securities Exchange" means ASX Limited (ABN 98 008 624 691) or the
Australian Securities Exchange operated by it (as the context requires).
“Banking Act” means Banking Act 1959 of Australia.
“BBSW Page” has the meaning given in Condition 4.2.
“Broken Amount” means the amount specified as such in (or calculated in accordance with
the provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the
Subordinated Notes, in accordance with Condition 5A.4.
‘‘Business Day’’ means:
(i) for the purposes of Conditions 5A to 5D (inclusive), means a day which is a business day
within the meaning of the ASX Listing Rules; and
(ii) for all other purposes, means a day (other than a Saturday or Sunday or public
holiday) on which commercial banks and foreign exchange markets settle
payments in Sydney and in such other places as are specified as “Additional
Financial Centres” in the Pricing Supplement.
‘‘Business Day Convention’’ means a convention for adjusting any date if it would otherwise
fall on a day that is not a Business Day and the following Business Day Conventions, where
specified in the relevant Pricing Supplement in relation to any date applicable to any Security,
have the following meanings:
(i) “Floating Rate Business Day Convention” means that the date is postponed to the
next day that is a Business Day unless it would thereby fall into the next calendar month,
in which event (x) such date shall be brought forward to the immediately preceding
Business Day and (y) each subsequent such date shall be the last Business Day of the
month in which such date would have fallen had it not been subject to adjustment;
(ii) ‘‘Following Business Day Convention’’ means that the date is postponed to the first
following day that is a Business Day;
(iii) ‘‘Modified Following Business Day Convention’’ or Modified Business Day
Convention means that the date is postponed to the first following day that is a Business
Day unless that day falls in the next calendar month in which case that date is the first
preceding day that is a Business Day; and
(iv) ‘‘Preceding Business Day Convention’’ means that the date is brought forward to the
first preceding day that is a Business Day.
Where no Business Day Convention is specified in a relevant Pricing Supplement, it shall be
deemed to be the Modified Following Business Day Convention.
‘‘Calculation Agent’’ means, in respect of a Tranche of Securities, the person specified as
the Calculation Agent in the relevant Pricing Supplement. The Calculation Agent must be the
same for all Securities in a Series.
‘‘Certificate’’ means a certificate confirming registered ownership of a Security.
‘‘CHESS’’ means the Clearing House Electronic Subregister System operated by the
Australian Securities Exchange, or its affiliates or successors.
“Code’’ means the U.S. Internal Revenue Code of 1986.
‘‘Condition’’ means the correspondingly numbered condition in these terms and conditions.
“Control” has the meaning given in the Corporations Act.
“Controlled Entity” shall mean, in respect of the Issuer, an entity the Issuer Controls.
“Conversion” means, in relation to a Subordinated Note, the allotment and issue of Ordinary
Shares and the termination of the holder’s rights in relation to the relevant Principal Amount of
that Subordinated Note, in each case in accordance with Schedule A to these Conditions, and
“Convert”, “Converting” and “Converted” have corresponding meanings.
“Conversion Number” has the meaning given to it in Schedule A.
‘‘Corporations Act’’ means the Corporations Act 2001 (Cth) of Australia.
‘‘Day Count Fraction’’ means, in relation to the calculation of an amount of interest on any
Security for any period of time (from and including the first day of such period to but excluding
the last) (whether or not constituting an Interest Accrual Period, the "Calculation Period’’):
(i) if ‘‘Actual/360’’ is specified in the Pricing Supplement, the actual number of days in the
Calculation Period divided by 360;
(ii) if ‘‘Actual/365’’ or "Actual/Actual’’ is specified in the Pricing Supplement, the actual
number of days in the Calculation Period divided by 365 (or, if any portion of that
Calculation Period falls in a leap year, the sum of (A) the actual number of days in that
portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual
number of days in that portion of the Calculation Period falling in a non-leap year divided
by 365);
(iii) if ‘‘Actual/365 (fixed)’’ is specified in the Pricing Supplement, the actual number of
days in the Calculation Period divided by 365;
(iv) if ‘‘Actual/Actual (ICMA)’’ is specified in the Pricing Supplement:
(a) if the Calculation Period is equal to or shorter than the Determination Period
during which it falls, the number of days in the Calculation Period divided by the
product of:
(A) the number of days in such Determination Period; and
(B) the number of Determination Periods normally ending in any year;
and
(b) if the Calculation Period is longer than one Determination Period, the sum of:
(A) the number of days in such Calculation Period falling in the
Determination Period in which it begins divided by the product of (1)
the number of days in such Determination Period and (2) the number
of Determination Periods normally ending in any year; and
(B) the number of days in such Calculation Period falling in the next
Determination Period divided by the product of (1) the number of
days in such Determination Period and (2) the number of
Determination Periods normally ending in any year
where:
‘‘Determination Period’’ means the period from and including an Interest
Payment Date in any year to but excluding the next Interest Payment Date;
(v) if ‘‘30/360’’ is specified in the Pricing Supplement, the number of days in the Calculation
Period divided by 360 (the number of days to be calculated on the basis of a year of 360
days with 12 30-day months); and
(vi) if ‘‘RBA Bond Basis’’ is specified in the Pricing Supplement, one divided by the number
of Interest Payment Dates in a year.
“Deed Poll” means the deed poll dated 20 June 2001 as last amended and restated on 11
March 2021 and as further amended and/or supplemented and/or restated as at the Issue
Date of the Securities, executed by the Issuer.
“Director” means a director of the Issuer.
‘‘Early Redemption Amount’’ means the amount which may be payable in respect of a
Security which is, in relation to a Security other than a Zero Coupon Security, its Principal
Amount or, in relation to a Zero Coupon Security, as specified in Condition 5.3, unless
otherwise specified as such in (or calculated or determined in accordance with the provisions
of) the relevant Pricing Supplement.
“Equal Ranking Securities” means any present or future instrument that ranks in a winding-
up of the Issuer as the most junior claim in the winding-up of the Issuer ranking senior to
Junior Ranking Securities, and includes:
(i) if on issue at the commencement of the winding-up of the Issuer, the Perpetual Capital
Floating Rate Notes issued under the trust deed dated 30 October 1986 between the
Issuer and Bankers Trustee Company Limited, as amended from time to time (except in
so far as such amendment is inconsistent with such ranking); and
(ii) any other instruments issued as Relevant Tier 2 Securities.
‘‘Event of Default’’ in respect of Medium Term Notes, has the meaning given to it in
Condition 10.1 and, in respect of Subordinated Notes, has the meaning given in Condition
10.2.
‘‘Extraordinary Resolution’’ has the meaning given to it in the Meeting Provisions.
“FATCA” means:
(i) Sections 1471-1474 of the Code (or any amended or successor version to the Code) and
any current or future regulations or official interpretations thereof;
(ii) any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance or practices adopted
pursuant to any intergovernmental agreement entered into in connection with the
implementation of either such sections of the Code or analogous provisions of non-U.S.
law; or
(iii) any agreement pursuant to the implementation of paragraphs (i) or (ii) above with the
U.S. Internal Revenue Service, the U.S. government or any governmental or taxation
authority in any other jurisdiction.
“FATCA Withholding” means any deduction or withholding made for or on account of
FATCA.
‘‘Final Redemption Amount’’ means the amount payable in respect of a Security which is its
Principal Amount unless otherwise specified as such in (or calculated in accordance with the
provisions of) the relevant Pricing Supplement.
“Fixed Coupon Amount” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in
the case of the Subordinated Notes, in accordance with Condition 5A.4.
“Fixed Rate Security” means a Security that bears interest at a fixed rate specified in the
relevant Pricing Supplement.
‘‘Floating Rate Security’’ means a Security that bears interest at a floating rate specified in
the relevant Pricing Supplement.
“Foreign Holder” has the meaning given in Condition 5B.4.
“GST” has the meaning given to it in Section 195-1 of the A New Tax System (Goods and
Services Tax) Act 1999 (Cth).
“Inability Event” shall mean the Issuer is prevented by applicable law or order of any court or
action of any government authority (including regarding the insolvency, winding-up or other
external administration of the Issuer) or any other reason from Converting the Subordinated
Notes.
‘‘Index’’ means the index applying to a Security, as specified in the relevant Pricing
Supplement.
“Index Linked Interest Security” means a Security (other than a Subordinated Note) that
bears interest at a rate calculated by reference to an Index.
“Index Linked Redemption Security” means a Security (other than a Subordinated Note)
the Early or Final Redemption Amount in respect of which is calculated by reference to an
Index.
“Index Linked Securities” means an Index Linked Interest Security or an Index Linked
Redemption Security.
“Instalment Amount” means the amount specified as such in (or calculated in accordance
with the provisions of) the relevant Pricing Supplement.
‘‘Interest Accrual Period’’ means the period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the first Interest Period Date and each
successive period beginning on (and including) an Interest Period Date and ending on (but
excluding) the next succeeding Interest Period Date during the relevant Interest Period, except
that the last Interest Accrual Period ends on (and excludes) the Maturity Date or the date of
any earlier redemption of a Security in accordance with the Conditions.
‘‘Interest Amount’’ means the amount of interest payable in respect of a Security, and in the
case of Fixed Rate Securities, also means the Fixed Coupon Amount or Broken Amount, as
the case may be, so specified in the relevant Pricing Supplement and, in the case of the
Subordinated Notes, as it may be adjusted in accordance with Condition 5A.4.
“Interest Basis” means the interest basis specified as such in the relevant Pricing
Supplement.
‘‘Interest Commencement Date’’ means the Issue Date in respect of Securities or such other
date as may be specified in the Pricing Supplement.
‘‘Interest Determination Date’’ means, with respect to a Rate of Interest and Interest Accrual
Period, the date specified as such in the Pricing Supplement or, if none is so specified the first
day of such Interest Accrual Period.
‘‘Interest Payment Date’’ means the date or dates specified as such in, or determined in
accordance with the provisions of, the relevant Pricing Supplement and adjusted, if not a
Business Day, in accordance with the applicable Business Day Convention.
‘‘Interest Period’’ means the period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the first Interest Payment Date and each
successive period beginning on (and including) an Interest Payment Date and ending on (but
excluding) the next succeeding Interest Payment Date, except that the final Interest Period
ends on (but excludes) the Maturity Date or any other period specified in the Pricing
Supplement.
‘‘Interest Period Date’’ means each Interest Payment Date unless otherwise specified in the
Pricing Supplement.
‘‘Issue Date’’ means the date of issue of the Securities as specified in or determined in
accordance with the relevant Pricing Supplement.
“Issue Date VWAP” has the meaning given in Schedule A.
“Issue Price’’ means the issue price for Securities specified in, calculated in or determined in
accordance with the provisions of the Pricing Supplement.
“Issuer’’ means Australia and New Zealand Banking Group Limited (ABN 11 005 357 522).
“Issuer Group” shall mean the Issuer and its Controlled Entities.
“Junior Ranking Securities” means any present or future instrument:
(i) issued as Tier 1 Capital; and
(ii) that by its terms is, or is expressed to be, subordinated in a winding-up of the Issuer to
the claims of Subordinated Noteholders and other Equal Ranking Securities.
“Level 1”, “Level 2” and “Level 3” means those terms as defined by APRA from time to
time.
“Margin” means the margin specified as such in the relevant Pricing Supplement.
‘‘Maturity Date’’ means the maturity date specified in, or determined in accordance with the
provisions of, the relevant Pricing Supplement and as recorded in the Register.
“Maximum Rate of Interest’’ means the maximum interest rate (if any) specified in, or
calculated or determined in accordance with the provisions of the relevant Pricing
Supplement.
“Maximum Redemption Amount” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement.
“Medium Term Note” means an unsubordinated Note as more fully described in
Condition 3.1.
“Meeting Provisions’’ means the provisions for the convening of meetings of, and passing of
resolutions by, Registered Holders set out in Schedule 2 of the Deed Poll.
“Minimum Rate of Interest" means the minimum interest rate (if any) specified in, or
calculated or determined in accordance with the provisions of the relevant Pricing
Supplement.
“Minimum Redemption Amount” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement.
“Non-Viability Determination” has the meaning given in Condition 5A.2.
“Non-Viability Trigger Event” has the meaning given in Condition 5A.2.
“Note” means either an unsubordinated or a subordinated medium term note being a debt
obligation of the Issuer owing to a Registered Holder, the details of which are identified in the
Register, and, in these Conditions, references to Notes are references to Notes of the relevant
Series.
“Noteholder’’ means the Registered Holder of a Note.
“Offshore Associate” means an associate (as defined in section 128F of the Income Tax
Assessment Act 1936 (Cth) of Australia) of the Issuer that is either a non-resident of Australia
which does not acquire the Securities in carrying on a business at or through a permanent
establishment in Australia or, alternatively, a resident of Australia that acquires the Securities
in carrying on business at or through a permanent establishment outside of Australia.
“Optional Redemption Amount” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in
the case of the Subordinated Notes, in accordance with Condition 5A.4.
“Optional Redemption Date” means the date or dates specified as such in the relevant
Pricing Supplement.
“Ordinary Share” shall mean a fully paid ordinary share in the capital of the Issuer.
“outstanding’’ means in relation to the Securities of any Series, all the Securities issued
other than (a) those that have been redeemed in accordance with the Conditions, (b) those
which have become void or in respect of which claims have become prescribed (c) those
which have been purchased and cancelled as provided for in the Conditions and (d) to the
extent Converted or Written-Off.
“Pricing Supplement’’ means the pricing supplement document prepared in relation to the
Securities of the relevant Tranche.
“Principal Amount’’ means the notional principal amount of each Security which will, unless
indicated otherwise or, in the case of the Subordinated Notes, as provided in Condition 5A.4,
be the same amount as the “Specified Denomination” of each Security so specified in the
relevant Pricing Supplement.
“Programme’’ means the Australian Dollar Debt Issuance Programme of the Issuer providing
for the issue of Notes by the Issuer.
“Publication Time” means the Relevant Time or such other time at which a Reference Rate
customarily appears on the Relevant Screen Page.
“Rate of Interest’’ means the rate of interest payable from time to time in respect of a
particular Security and that is either specified or calculated in accordance with the provisions
set out in the Pricing Supplement.
“Rate Multiplier” means the rate multiplier specified as such in the relevant Pricing
Supplement.
“Record Date’’ means, in the case of payments of interest or principal, the date specified in
relevant Pricing Supplement, prior to the relevant payment date.
“Reference Banks’’ means the institutions specified as such in the Pricing Supplement or, if
none, four major banks selected by the Calculation Agent in the interbank market (or, if
appropriate, money, swap or over-the-counter index options market) that is most closely
connected with the Reference Rate specified in the Pricing Supplement.
“Reference Rate” means the rate, if any, specified in the relevant Pricing Supplement.
“Reference Rate Disruption Event” has the meaning given in Condition 4.2.
“Register’’ means the register of Registered Holders maintained by the Registrar in
accordance with the Registry Services Agreement or such other relevant agreement between
the Registrar and the Issuer.
“Registered Holder’’ means:
(i) in respect of Subordinated Notes only and only for so long as such Subordinated Notes
are held in the Austraclear System, for the purposes of determining the person entitled
to be issued Ordinary Shares (or, where Condition 5B.4 applies, the net proceeds of sale
of such shares) and the amount of their entitlements, a person who is an Austraclear
Participant; and
(ii) otherwise, in relation to any Security, a person whose name is for the time being recorded
in the Register to signify ownership of the Security. If the Security is owned jointly by
more than one person, a Registered Holder includes a person whose name appears in
the Register as a joint owner.
“Registrar" means Austraclear Services Limited (ABN 28 003 284 419) or such other person
appointed and notified by the Issuer.
“Registry Office’’ means the following office of the Registrar: Level 4, 20 Bridge Street,
Sydney, NSW 2000 or such other place notified by the Issuer or the Registrar.
“Registry Services Agreement’’ means the Registry Services Agreement dated 4 August
2010 as amended from time to time, between the Registrar and the Issuer.
“Regulatory Capital” shall mean a Tier 1 Capital Security or a Tier 2 Capital Security.
“Regulatory Event” has the meaning given in Condition 5.2A.
“Related Entity” has the meaning given by APRA from time to time.
“Relevant Date” in respect of any Security means the date on which payment in respect of it
first becomes due or (if any amount of the money payable is improperly withheld or refused)
the date on which payment in full of the amount outstanding is made or (if earlier) the date
seven days after that on which notice is duly given to the Registered Holders that such
payment will be made, provided that payment is in fact made.
“Relevant Financial Centre’’ means, with respect to any Floating Rate Security to be
determined in accordance with Screen Rate Determination on an Interest Determination Date
the financial centre specified as such in the Pricing Supplement or, if none is so specified, the
financial centre with which the relevant Reference Rate is most closely connected.
“Relevant Screen Page” means the page specified as such in the relevant Pricing
Supplement
“Relevant Securities” means each of the:
(i) Relevant Tier 1 Securities; and
(ii) Relevant Tier 2 Securities;
“Relevant Tier 1 Security” means, where a Non-Viability Trigger Event occurs, a Tier 1
Capital Security that, in accordance with its terms or by operation of law, is capable of being
converted into Ordinary Shares or written-off upon the occurrence of that event.
“Relevant Tier 2 Security” means, where a Non-Viability Trigger Event occurs, a Tier 2
Capital Security that, in accordance with its terms or by operation of law, is capable of being
converted into Ordinary Shares or written-off upon the occurrence of that event.
“Relevant Time’’ means, with respect to any Interest Determination Date, the relevant time
specified in the Pricing Supplement.
“Reserve Bank Act” means Reserve Bank Act 1959 of Australia.
“Screen Rate Determination” has the meaning specified in the Pricing Supplement and in
Condition 4.2(ii).
“Security’’ means a Medium Term Note or Subordinated Note.
“Senior Creditors” means all present and future creditors of the Issuer (including but not
limited to depositors of the Issuer whose claims:
(i) would be entitled to be admitted in the winding up of the Issuer; and
(ii) are not in respect of Equal Ranking Securities or Junior Ranking Securities.
“Senior Executive” means:
(i) those officers classified by the Issuer as "Group 1 Employees" or as "Senior Executives";
(ii) all ANZ Country Heads; and
(iii) a person who, for the time being is acting in any of the positions of persons identified in
paragraphs (i) or (ii) above,
and a certificate given by a company secretary of the Issuer or an assistant company
secretary of the Issuer stating that a person qualifies as a person within paragraph (i), (ii) or
(iii) is conclusive evidence of that fact.
‘‘Series’’ means a Tranche of Securities together with any further Tranche or Tranches of
Securities which are:
(i) expressed to be consolidated and form a single Series; and
(ii) identical in all respects (including as to listing) except for the respective Issue Dates,
Interest Commencement Dates, Issue Prices or amounts of the first payment of interest.
“Solvent” means at any time in respect of the Issuer:
(i) it is able to pay all its debts as and when they become due and payable; and
(ii) its assets exceed its liabilities, in each case determined on an unconsolidated stand-
alone basis.
“Specified Denomination” means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in
the case of the Subordinated Notes, in accordance with Condition 5A.4.
“Subordinated Note’’ means a subordinated Note as more fully described in Condition 3.2.
“Subordinated Noteholder’’ means the Registered Holder of a Subordinated Note.
“Successor Reference Rate” has the meaning given in Condition 4.2.
“Taxes” has the meaning given in Condition 8.1.
“Tier 1 Capital” means the Tier 1 capital of the Issuer (on a Level 1 basis) or the Issuer
Group (on a Level 2 basis or, if applicable, a Level 3 basis) as defined by APRA from time to
time.
“Tier 1 Capital Security” means a share, note or other security or instrument constituting
Tier 1 Capital.
“Tier 2 Capital” means Tier 2 capital of the Issuer (on a Level 1 basis) or the Issuer Group
(on a Level 2 basis or, if applicable, a Level 3 basis) as defined by APRA from time to time.
“Tier 2 Capital Security” means a note or other security or instrument constituting Tier 2
Capital.
“Trigger Event Date” means the date (whether or not a Business Day) on which APRA
notifies the Issuer of a Non-Viability Trigger Event as contemplated in Condition 5A.2.
“Trigger Event Notice” has the meaning given to it in Condition 5A.3.
“Tranche’’ means Securities that are identical in all respects (including as to listing).
“U.S.” means the United States.
“VWAP” has the meaning given in Schedule A.
“Written-Off”:
(i) where Condition 5B applies, has the meaning given to it in Condition 5B.7; and
(ii) where Conditions 5C applies, has the meaning given to it in Condition 5C.2.
“Zero Coupon Security’’ means a Note (other than a Subordinated Note) that does not bear
interest.
1.2 Interpretations
In these Conditions unless the contrary intention appears:
(i) a reference to Conditions is a reference to these Conditions as supplemented, modified
or altered by the relevant Pricing Supplement;
(ii) a reference to a statute, ordinance, code or other law includes regulations and other
instruments under it and consolidations, amendments, re-enactments or replacements of
any of them;
(iii) the singular includes the plural and vice versa;
(iv) the word “person” incorporates a firm, body corporate, an unincorporated association or
an authority;
(v) a reference to a person incorporates references to the person’s executors, administrators,
successors, substitutes (including, without limitation, persons taking by novation) and
assigns;
(vi) a reference to any thing (including, without limitation, any amount) is a reference to the
whole and each part of it and a reference to a group of persons is a reference to all of
them collectively, to any two or more of them collectively and to each of them individually;
(vii) unless otherwise specified to the contrary, any reference to a particular time is a reference
to Sydney time;
(viii) headings are inserted for convenience and do not affect the interpretation of these
Conditions;
(ix) all references to the issue or issuance of Securities are to the issue of Notes by the Issuer;
(x) any provisions which refer to the requirements of APRA or any other prudential regulatory
requirements will apply to the Issuer only if the Issuer is an entity, or the holding company
of an entity, or is a direct or indirect subsidiary of an Approved NOHC, subject to
regulation and supervision by APRA at the relevant time;
(xi) any provisions which require APRA’s consent or approval will apply only if APRA requires
that such consent or approval be given at the relevant time;
(xii) any provisions in these Conditions requiring the prior approval of APRA for a particular
course of action to be taken by the Issuer do not imply that APRA has given its consent
or approval to the particular action as of the Issue Date of the applicable Security;
(xiii) a reference to any term defined by APRA (including, without limitation, “Level 1”,
“Level 2”, “Level 3”, “Tier 1 Capital” and “Tier 2 Capital”) shall, if that term is replaced or
superseded in any of APRA’s applicable prudential regulatory requirements or standards,
be taken to be a reference to the replacement or equivalent term;
(xiv) the terms takeover bid, relevant interest and scheme of arrangement when used in these
Conditions have the meaning given in the Corporations Act;
(xv) for the avoidance of doubt, if Conversion under Condition 5B or Write-Off under Condition
5C of Subordinated Notes is to occur on a Trigger Event Date, then that Conversion or
Write-Off must occur on that date notwithstanding that it may not be a Business Day;
(xvi) a reference to a term defined by the ASX Listing Rules or the ASX Operating Rules shall,
if that term is replaced in those rules, be taken to be a reference to the replacement term;
and
(xvii) in respect of Ordinary Shares, if the principal securities exchange on which the Ordinary
Shares are listed becomes other than the Australian Securities Exchange, unless the
context otherwise requires a reference to the Australian Securities Exchange shall be
read as a reference to that principal securities exchange and a reference to the ASX
Listing Rules, the ASX Operating Rules or any term defined in any such rules, shall be
read as a reference to the corresponding rules of that exchange or corresponding defined
terms in such rules (as the case may be).
2. FORM, DENOMINATION AND TITLE
2.1 Constitution
The Securities are registered debt obligations of the Issuer constituted by and owing under the
Deed Poll. The obligations of the Issuer in respect of these Conditions and the relevant Pricing
Supplement extend to each individual Security and, following on from that, the Registered
Holder of each Security without the Registered Holder having to join forces with any other
Registered Holder or any predecessor in title of that Registered Holder of a Security.
2.2 Title
Entry of the name of the person purchasing a Security, or the transferee of a Security on the
Register at the relevant time will constitute the passing of title of that Security and will be
conclusive evidence of that person’s entitlements to receive interest and repayment of
principal in the manner provided for in these Conditions (subject to rectification for fraud or
error). A Security registered in the name of more than one person is held by those persons as
joint tenants (unless requested otherwise and in a form satisfactory to the Issuer). Securities
will be registered by name only without reference to any trusteeship. Neither the Issuer nor
the Registrar is, except as required by law, obliged to take notice of any other claim to a
Security.
2.3 Independent Obligations
Each entry in the Register constitutes the separate and individual title of the Registered Holder
to the indebtedness of the Issuer to that relevant Registered Holder.
2.4 Location of Register
The Register will be established and maintained by the Registrar at its Registry Office unless
otherwise specified in the relevant Pricing Supplement.
2.5 Denomination
(i) Securities are issued in the Specified Denominations specified in the Pricing Supplement.
Securities may only be sold in Australia if the aggregate consideration payable to the Issuer
by the purchaser is at least A$500,000 (disregarding moneys lent by the Issuer or its
associates) or if the Securities are otherwise sold in a manner which does not require
disclosure to investors in accordance with Part 6D.2 and Chapter 7 of the Corporations Act.
(ii) Securities may only be issued by the Issuer in a jurisdiction or jurisdictions other than
Australia if the issue is in compliance with the laws of the jurisdiction in which the issue or
sale is made and the Securities are otherwise issued or sold in a manner that does not
require disclosure to investors under the laws of that jurisdiction or those jurisdictions.
2.6 Austraclear
If Securities are lodged in the Austraclear System, the Registrar will enter Austraclear in the
Register as the Registered Holder of those Securities. While those Securities remain in the
Austraclear System, all dealings (including transfers and payments) in relation to those
Securities within the Austraclear System will be governed by the regulations for the
Austraclear System and need not comply with these Conditions to the extent of any
inconsistency provided that, in respect of Subordinated Notes, the regulations of the
Austraclear System do not override these Conditions if it would impact the eligibility of the
Subordinated Notes as Tier 2 Capital.
2.7 Certificates
No certificate or other evidence of title will be issued by or on behalf of the Issuer to evidence
title to a Security unless the Issuer determines that such certificates should be made available
or it is required to do so pursuant to any applicable law or regulation.
2.8 Acknowledgment
Where Austraclear is recorded in the Register as the Registered Holder, each person in
whose Security Record (as defined in the Austraclear Regulations) that Security is recorded is
deemed to acknowledge in favour of the Registrar and Austraclear that:
(i) the Registrar’s decision to act as the Registrar of the Security does not constitute a
recommendation or endorsement by the Registrar or Austraclear in relation to the
Security but only indicates that such Security is considered by the Registrar to be
compatible with the performance by it of its obligations as Registrar under its agreement
with the Issuer to act as Registrar of the Security; and
(ii) the Registered Holder does not rely on any fact, matter or circumstance contrary to
Condition 2.8(i).
2.9 Australian Securities Exchange Listing
Securities which are listed on the Australian Securities Exchange will not be transferred
through or registered on CHESS and will not be CHESS approved securities. In the event that
an interface between the Register maintained by the Registrar and CHESS is established the
Conditions and any other Programme documents may be amended to facilitate settlement on
CHESS and so that the Securities will become CHESS approved securities.
3. STATUS
The Securities may be Medium Term Notes or Subordinated Notes as specified in the
applicable Pricing Supplement.
The Securities are not a deposit liability or protected account for the purposes of the Banking
Act and do not otherwise benefit from a priority under the Banking Act or other applicable law.
3.1 Medium Term Notes
The Medium Term Notes constitute senior, direct, unconditional and unsecured obligations of
the Issuer and rank pari passu among themselves and pari passu with all other present and
future unsubordinated and unsecured obligations of the Issuer (save for certain liabilities
mandatorily preferred by law including, but not limited to, amounts given priority under the
Banking Act and the Reserve Bank Act).
The Medium Term Notes rank senior to the Issuer's subordinated obligations, including the
Subordinated Notes.
The Medium Term Notes are not a deposit liability or protected account for the purposes of the
Banking Act and do not otherwise benefit from a priority under the Banking Act or other
applicable law.
3.2 Subordinated Notes
The Subordinated Notes constitute direct and unsecured subordinated obligations of the
Issuer and, unless otherwise specified in the applicable Pricing Supplement and subject to
Conditions 5A to 5C (inclusive), rank pari passu among themselves and with Equal Ranking
Securities. In the event of the winding-up of the Issuer (see Condition 11 (Subordination)) and
prior to the commencement of the winding-up of the Issuer (see Condition 4.10), the principal
amount of, any interest on, and any other payments, including additional amounts, in respect
of the Subordinated Notes will rank behind all claims of Senior Creditors and subject to
Conditions 5A to 5C (inclusive), pari passu with Equal Ranking Securities and ahead of Junior
Ranking Securities.
Neither the Issuer nor a Subordinated Noteholder has any contractual right to set off any sum
at any time due and payable to a Subordinated Noteholder or the Issuer (as applicable) under
or in relation to the Subordinated Notes against amounts owing by the Subordinated
Noteholder to the Issuer or by the Issuer to the Subordinated Noteholder (as applicable).
The Subordinated Notes do not limit the amount of liabilities ranking senior to the
Subordinated Notes that may be hereafter incurred or assumed by the Issuer.
The Subordinated Notes are not a deposit liability of the Issuer or protected account for the
purposes of the Banking Act and do not otherwise benefit from a priority under the Banking
Act or other applicable law.
4. INTEREST AND OTHER CALCULATIONS
4.1 Interest on Fixed Rate Securities
Each Fixed Rate Security bears interest on its outstanding Principal Amount from, and
including, the Interest Commencement Date at the rate per annum (expressed as a
percentage) equal to the Rate of Interest, such interest being payable in arrears on each
Interest Payment Date. If a Fixed Coupon Amount or a Broken Amount is specified in the
applicable Pricing Supplement, the amount of interest payable on each Interest Payment Date
will amount to the Fixed Coupon Amount or, if applicable, the Broken Amount so specified and
in the case of the Broken Amount will be payable on the particular Interest Payment Date(s)
specified in the applicable Pricing Supplement.
4.2 Interest on Floating Rate Securities and Index Linked Interest Securities
(i) Interest Payment Dates: Each Floating Rate Security and Index Linked Interest Security
bears interest on its outstanding Principal Amount from the Interest Commencement Date
at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such
interest being payable in arrears on each Interest Payment Date. Such Interest Payment
Date(s) is/are either specified in the Pricing Supplement as the Interest Payment Dates or,
if no Interest Payment Date(s) are specified, Interest Payment Date shall mean each date
which falls the number of months or other period shown in the Pricing Supplement as the
Interest Period after the preceding Interest Payment Date or, the case of the first Interest
Payment Date, after the Interest Commencement Date.
(ii) Rate of Interest for Floating Rate Securities: The Rate of Interest in respect of Floating
Rate Securities for each Interest Accrual Period shall be determined by the Calculation
Agent in the manner specified in the Pricing Supplement and the provisions below relating
to Screen Rate Determination shall apply (as amended by the Pricing Supplement).
Screen Rate/Reference Bank Determination (non BBSW)
(x) If Screen Rate Determination is specified in the Pricing Supplement as
the manner in which the Rate of Interest is to be determined and the
Rate of Interest specified in the Pricing Supplement is a rate other than
“BBSW”, the Rate of Interest for each Interest Accrual Period shall be
calculated (as determined by the Calculation Agent) on the following
basis:
(I) if the Reference Rate is a composite quotation or a quotation
customarily supplied by one entity, the Calculation Agent will
determine the Reference Rate which appears on the Relevant
Screen Page at the then prevailing Publication Time on the
relevant Interest Determination Date; or
(II) in any other case, the Calculation Agent will determine the
arithmetic mean of the Reference Rates which appear on the
Relevant Screen Page at the then prevailing Publication Time on
the relevant Interest Determination Date;
(y) if paragraph (x)(I) above applies and no Reference Rate appears on the
Relevant Screen Page at the then prevailing Publication Time on the
Interest Determination Date or if sub-paragraph (x)(II) applies and fewer
than two Reference Rates appear on the Relevant Screen Page at the
then prevailing Publication Time on the Interest Determination Date or if,
in either case, the Relevant Screen Page is unavailable, subject as
provided below, the Rate of Interest shall be the arithmetic mean of the
Reference Rates that each of the Reference Banks is quoting (or such
of them, being at least two, as are so quoting) to leading banks in the
Relevant Financial Centre at the Publication Time on the Interest
Determination Date, as determined by the Calculation Agent; and
(z) if paragraph (y) above applies and the Calculation Agent determines that
fewer than two Reference Banks are so quoting the Reference Rate,
subject as provided below, the Rate of Interest shall be the arithmetic
mean of the rates per annum (expressed as a percentage) that the
Calculation Agent determines to be the rates (being the nearest
equivalent to the Reference Rate) that at least two out of five leading
banks selected by the Calculation Agent (after consultation with the
Issuer) in the Relevant Financial Centre, are quoting at or about the then
prevailing Publication Time for a period equivalent to the relative Interest
Accrual Period to leading banks carrying on business in the Relevant
Financial Centre; except that, if fewer than two of such banks are so
quoting to such leading banks, the Rate of Interest shall be the Rate of
Interest determined on the previous Interest Determination Date (in the
case of the Medium Term Notes only, after readjustment for any
difference between any Margin, Rate Multiplier or Maximum or Minimum
Rate of Interest applicable to the preceding Interest Accrual Period and
to the relevant Interest Accrual Period).
Screen Rate Determination - BBSW
(aa) If Screen Rate Determination is specified in the Pricing Supplement as
the manner in which the Rate of Interest is to be determined and the
Reference Rate specified in the Pricing Supplement is “BBSW”, the
Reference Rate for each Interest Accrual Period shall be the rate
(expressed as an interest rate per annum and rounded up, if necessary,
to the fourth decimal place) for prime bank eligible securities having a
tenor approximately equal to the relevant Interest Accrual Period which
is designated as the “AVG MID” on the Thomson Reuters Screen
“BBSW” Page (“BBSW Page”) at the then prevailing Publication Time;
(bb) If the Reference Rate does not appear on the BBSW Page at the then
prevailing Publication Time, the Rate of Interest shall be determined in
good faith by the Calculation Agent on the Interest Determination Date,
having regard, to the extent possible, to the rates otherwise bid and
offered at or around the time which is 15 minutes after the then prevailing
Publication Time on the Interest Determination Date for prime bank
eligible securities having a tenor approximately equal to the relevant
Interest Accrual Period; and if such rates are not available, the rates
otherwise bid or offered at or around the time which is 15 minutes after
the then prevailing Publication Time on the Interest Determination Date
for funds having a tenor approximately equal to the Interest Accrual
Period; and
(cc) Subject to Condition 4.2(iii), if the Calculation Agent is unable to
determine the Rate of Interest in accordance with paragraph (bb), the
Rate of Interest shall be the Rate of Interest determined on the previous
Interest Determination Date (in the case of the Medium Term Notes only,
after readjustment for any difference between any Margin, Rate
Multiplier or Maximum or Minimum Rate of Interest applicable to the
preceding Interest Accrual Period and to the relevant Interest Accrual
Period).
(iii) Any reference in these Conditions or in a Pricing Supplement to a screen page on
Thomson Reuters or on Bloomberg or other service means the display page so
designated on the Thomson Reuters Monitor Money Rates Service or the Bloomberg
Professional® service or such other service (or any successor service of any of these
services), as the case may be, or such other page as may replace such page for the
purpose of displaying the relevant rate.
(iv) If the Calculation Agent determines that the Reference Rate has been affected by a
Reference Rate Disruption Event, then the following provisions shall apply:
(a) the Calculation Agent shall use as the “Reference Rate” such Successor
Reference Rate and such terms and other methodology described in
paragraph (b) below that it has determined;
(b) if the Calculation Agent has determined a Successor Reference Rate in
accordance with paragraph (a) above, the Calculation Agent may determine
the Business Day Convention, the definitions of Business Day, Day Count
Fraction, Publication Time, Relevant Screen Page, Relevant Time,
Reference Rate and Interest Determination Date and any other relevant
methodology for calculating such Successor Reference Rate, including any
adjustment factor it determines is needed to make such Successor
Reference Rate comparable to the Reference Rate, subject to APRA’s prior
written approval in the case of Subordinated Notes; and
(c) if, in respect of an Interest Period or an Interest Accrual Period, the
Calculation Agent is unable to determine a Successor Reference Rate in
accordance with paragraphs (a) and (b) above, the Reference Rate for:
(A) that Interest Period or Interest Accrual Period shall be the
Reference Rate determined on the previous Interest
Determination Date; and
(B) any subsequent Interest Periods or Interest Accrual Periods shall
be determined in accordance with paragraphs (a) and (b) above
and, if necessary, this paragraph (c).
In the case of Subordinated Notes only, any Successor Reference Rate determined by
the Calculation Agent in accordance with paragraph (a) above, and any terms and
other relevant methodology for calculating such Successor Reference Rate (including
any adjustment factor to the Successor Reference Rate) determined by the Calculation
Agent in accordance with paragraph (b) above, will be subject to the prior written
approval of APRA having been obtained in each case.
Subordinated Noteholders should note that APRA's approval may not be given for any
Successor References Rate, and any terms and other relevant methodology for
calculating such Successor Reference Rate (including any adjustment factor to the
Successor Reference Rate) it considers to have the effect of increasing the Interest
Rate contrary to applicable prudential standards.
(v) In making its determinations in accordance with Condition 4.2(iv), the Calculation Agent:
(a) shall act in good faith and in a commercially reasonable manner; and
(b) may consult with such sources of market practice as it considers appropriate,
but otherwise may make such determination in its discretion (subject, in the case of
Subordinated Notes only, to the requirement for APRA’s prior written approval as
specified in Condition 4.2(iv) above).
(vi) For the purposes of Condition 4.2(iv):
(a) “Reference Rate Disruption Event” means that:
(A) the Reference Rate has been discontinued or otherwise ceased to be
calculated or administered; or
(B) the Reference Rate is no longer generally accepted in the Australian
market as a reference rate appropriate to floating rate debt securities
of a tenor and interest period comparable to that of the Floating Rate
Security; and
(b) “Successor Reference Rate” means a rate that is generally accepted in the
Australian market as the successor to the Reference Rate, or if there is no such
rate, a reference rate appropriate to floating rate debt securities of a tenor and
interest period most comparable to that of the Floating Rate Security.
(vii) Rate of Interest for Index Linked Interest Securities: The Rate of Interest in respect of
Index Linked Interest Securities for each Interest Accrual Period shall be determined in
the manner specified in the relevant Pricing Supplement and interest will accrue by
reference to an Index or formula as specified in the relevant Pricing Supplement.
(viii) Linear Interpolation: If the Pricing Supplement states that “Linear Interpolation” applies
to an Interest Period, the Calculation Agent must determine the Rate of Interest for that
Interest Period using straight line interpolation by reference to two rates determined using
the Screen Rate Determination or other floating rates, in each case, as specified in the
Pricing Supplement. The first rate must be determined as if the Interest Period were the
period of time for which rates are available next shorter than the length of the Interest
Period (or any alternative Interest Period specified in the Pricing Supplement). The
second rate must be determined as if the Interest Period were the period of time for which
rates are available next longer than the length of the Interest Period (or any alternative
Interest Period specified in the Pricing Supplement).
4.3 Zero Coupon Securities
Where a Security, the Interest Basis of which is specified in the Pricing Supplement to be Zero
Coupon, is repayable prior to the Maturity Date and is not paid when due, the amount due and
payable prior to the Maturity Date shall be the Early Redemption Amount of such Security,
unless otherwise specified in the Pricing Supplement. As from the Maturity Date, the Rate of
Interest for any overdue principal of such a Security shall be a rate per annum (expressed as a
percentage) equal to the Amortisation Yield.
4.4 Accrual of Interest
Interest shall cease to accrue on each Security on the due date for redemption unless
payment is improperly withheld or refused, in which event interest shall continue to accrue (as
well after as before judgment) on the outstanding Principal Amount of the Security at the Rate
of Interest in the manner provided in this Condition 4 to the Relevant Date.
4.5 Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption
Amounts, Rate Multipliers and rounding
(i) If any Margin or Rate Multiplier is specified in the Pricing Supplement (either (x) generally,
or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made
to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest
Accrual Periods, in the case of (y), calculated in accordance with 4.2 above by adding (if
a positive number) or subtracting (if a negative number) the absolute value of such Margin
or multiplying by such Rate Multiplier, subject always to the next paragraph.
(ii) If any Maximum or Minimum Rate of Interest, Instalment Amount or Early, Final or
Optional Redemption Amount is specified in the Pricing Supplement, then any Rate of
Interest, Instalment Amount or Early, Final or Optional Redemption Amount shall be
subject to such maximum or minimum, as the case may be.
(iii) Subject to the requirements of applicable law and, where the Securities are lodged in the
Austraclear System, the Austraclear Regulations, for the purposes of any calculations
required pursuant to these Conditions (unless otherwise specified), (x) all percentages
resulting from such calculations shall be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (with halves being rounded up), (y) all figures
shall be rounded to seven decimal places (with halves being rounded up) and (z) all
currency amounts that fall due and payable shall be rounded to the nearest cent (with
one half cent being rounded up).
(iv) The Pricing Supplement in respect of any Subordinated Notes must not specify a Rate
Multiplier, Maximum Rate of Interest, Minimum Rate of Interest or Instalment Amount.
4.6 Calculations
The amount of interest payable in respect of any Security for any Interest Accrual Period shall,
subject where that Security is lodged in the Austraclear System, to the Austraclear
Regulations, be calculated by multiplying the product of the Rate of Interest and the
outstanding Principal Amount of such Security by the Day Count Fraction, unless an Interest
Amount (or a formula for its calculation) is specified in the Pricing Supplement in respect of
such period, in which case the amount of interest payable in respect of such Security for such
period shall equal such Interest Amount (or be calculated in accordance with such formula).
Where any Interest Period comprises two or more Interest Accrual Periods, the amount of
interest payable in respect of such Interest Period shall be the sum of the amounts of interest
payable in respect of each of those Interest Accrual Periods.
4.7 Determination and Publication of Rate of Interest, Interest Amounts, Early, Final or
Optional Redemption Amounts and Instalment Amounts
As soon as practicable after the Relevant Time on each Interest Determination Date or such
other time on such date as the Calculation Agent may be required to calculate any rate or
amount, obtain any quotation or make any determination or calculation, the Calculation Agent
shall:
(a) determine such rate and calculate the Interest Amounts in respect of each Specified
Denomination of the Securities for the relevant Interest Accrual Period;
(b) calculate the Final Redemption Amount, Early Redemption Amount, Instalment Amount or
Optional Redemption Amount;
(c) obtain such quotation or make such determination or calculation, as the case may be; and
(d) cause:
(i) the Rate of Interest and the Interest Amounts for each Interest Accrual Period and
the relevant Interest Payment Date; and
(ii) if required to be calculated, the Final Redemption Amount, Early Redemption
Amount, Instalment Amount or Optional Redemption Amount,
to be notified to:
(A) the Issuer;
(B) the Registrar (which will then notify the Registered Holders of the calculation
as required by the Issuer to the address of the Registered Holders recorded
in the Register);
(C) any other Calculation Agent appointed in respect of the Securities that is to
make a further calculation upon receipt of such information; and
(D) if the Securities are listed on a stock exchange and the rules of such
exchange so require, such exchange,
as soon as possible after their determination but in no event later than:
(x) the commencement of the relevant Interest Accrual Period, if determined prior to
such time in the case of notification to such exchange of a Rate of Interest and
Interest Amount; or
(z) in all other cases, the fourth Business Day after such determination.
Where any Interest Payment Date or Interest Accrual Period is subject to adjustment pursuant
to the application of a Business Day Convention, the Interest Amounts and the Interest
Payment Date so published may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without notice in the event of an extension or
shortening of the Interest Accrual Period.
If the Securities become due and payable under Condition 10 (Events of Default), the accrued
interest and the Rate of Interest payable in respect of the Securities shall nevertheless
continue to be calculated as previously in accordance with this Condition but no publication of
the Rate of Interest or the Interest Amount so calculated need be made.
The determination of any rate or amount, the obtaining of each quotation and the making of
each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest
error) be final and binding upon all parties.
4.8 Calculation Agent and Reference Banks
If the Pricing Supplement specifies that Reference Banks are applicable, the Issuer shall
procure that there shall at all times be four Reference Banks (or such other number as may be
required) with offices in the Relevant Financial Centre and one or more Calculation Agents if
provision is made for them in the Pricing Supplement and for so long as any Security is
outstanding. If any Reference Bank (acting through its relevant offices) is unable or unwilling
to continue to act as a Reference Bank, then the Issuer shall appoint another Reference Bank
with an office in the Relevant Financial Centre to act as such in its place. Where more than
one Calculation Agent is appointed in respect of the Securities, references in these Conditions
to the Calculation Agent shall be construed as each Calculation Agent performing its
respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as
such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest
Accrual Period or to calculate any Interest Amount, Instalment Amount, Final Redemption
Amount, Early Redemption Amount or Optional Redemption Amount or to comply with any
other requirement, the Issuer shall appoint a leading bank or investment banking firm engaged
in the interbank market (or, if appropriate, money, swap or over-the-counter index options
market) that is most closely connected with the calculation or determination to be made by the
Calculation Agent to act as such in its place. The Calculation Agent may not resign its duties
without a successor having been appointed as aforesaid.
4.9 Certificates to be final
All certificates, communications, opinions, determinations, calculations, quotations and
decisions given, expressed, made or obtained for the purposes of the provisions of this
Condition 4 shall (in the absence of wilful default, bad faith or manifest error) be binding on the
Issuer, the Calculation Agent, the Registrar and all Registered Holders, and (in the absence of
wilful default, bad faith or manifest error) no liability to the Issuer or the Registered Holders,
shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its
powers, duties and discretions pursuant to such provisions.
4.10 Conditions of Payment – Subordinated Notes
Prior to the commencement of the winding-up of the Issuer (other than under or in connection
with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency):
(i) the obligations of the Issuer to make payments of principal of, any interest on, and any
other payments, including additional amounts, in respect of the Subordinated Notes
will be conditional on the Issuer being Solvent at the time of payment by the Issuer;
and
(ii) no payment of principal of, any interest on, and any other payments, including
additional amounts, in respect of the Subordinated Notes shall be made unless the
Issuer is Solvent immediately after making the payment,
and if, pursuant to this Condition, the Issuer fails to make any payment of principal of, or
interest on, or any other payment, including additional amounts, in respect of any
Subordinated Note when due, such failure will not constitute an Event of Default for the
purposes of Condition 10.2(ii).
A certificate signed by the Issuer, two authorised signatories or an auditor of the Issuer or, if
the Issuer is being wound up, its liquidator as to whether the Issuer is Solvent at any time is (in
the absence of wilful default, bad faith or manifest error) conclusive evidence of the
information contained in the certificate and will be binding on the Subordinated Noteholders. In
the absence of any such certificate, the Subordinated Noteholders are entitled to assume
(unless the contrary is proved) that the Issuer is Solvent at the time of, and will be Solvent
immediately after, any payment on or in respect of the Subordinated Notes.
5. REDEMPTION, PURCHASE AND OPTIONS
5.1 Redemption by Instalments and Final Redemption
(i) Unless previously redeemed, purchased and cancelled as provided in this Condition 5 or
unless the relevant Instalment Date (being one of the dates so specified in the Pricing
Supplement) is extended pursuant to the Conditions or any provision of the relevant
Pricing Supplement, each Security that provides for Instalment Dates and Instalment
Amounts shall be partially redeemed on each Instalment Date at the related Instalment
Amount specified in the Pricing Supplement. The outstanding Principal Amount of each
such Security shall be reduced by the Instalment Amount (or, if such Instalment Amount
is calculated by reference to a proportion of the Principal Amount of such Security, such
proportion) for all purposes with effect from the related Instalment Date, unless payment
of the Instalment Amount is improperly withheld or refused, in which case, such amount
shall remain outstanding until the Relevant Date relating to such Instalment Amount. A
Subordinated Note will not provide for redemption by instalments.
(ii) Unless previously redeemed, purchased and cancelled as provided below or Written-Off
or Converted as provided in Condition 5A or its maturity is extended pursuant to the
Conditions or any provision of the relevant Pricing Supplement, each Security shall be
finally redeemed on the Maturity Date specified in the Pricing Supplement at its Final
Redemption Amount or, in the case of a Security falling within paragraph (i) above, its
final Instalment Amount.
5.2 Redemption for taxation reasons
If, as a result of any change in or amendment to the laws or regulations of Australia or any
political subdivision or any authority thereof or therein having power to tax, or any change in
the application or official interpretation of such laws or regulations, which change or
amendment becomes effective after the Issue Date (and in respect of any Subordinated Note,
which the Issuer did not expect as at the Issue Date of that Subordinated Note) of any
Security (as specified in the Pricing Supplement):
(i) in the case of any Note, the Issuer has or will become obliged to pay any additional
amounts as provided in Condition 8 (Taxation);
(ii) in the case of any Subordinated Note only and if specified in the Pricing Supplement, the
Issuer or the consolidated tax group of which it is a member would be exposed to more
than a de minimis amount of other taxes, levies, imposts, charges and duties (including
stamp and transaction duties) imposed by any authority together with any related interest,
penalties and expenses in connection with them, assessments or other governmental
charges in connection with any Security; or
(iii) in the case of any Subordinated Note only and if specified in the Pricing Supplement, the
Issuer determines that any interest payable on any Security is not, or may not be, allowed
as a deduction for the purposes of Australian income tax,
the Issuer may at its option, at any time (if the Security is neither a Floating Rate Security nor
an Index Linked Interest Security) or on any Interest Payment Date (in the case of Floating Rate
Securities or Index Linked Interest Securities) and subject to Condition 5.8 in the case of any
Subordinated Note, on giving not more than 60 nor less than 30 days’ notice to the Registered
Holders of the relevant Series (which notice shall be irrevocable) redeem all, but not some only,
of the Securities of the relevant Series at their Early Redemption Amount together with interest
accrued to the date fixed for redemption, provided that no such notice of redemption shall be
given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay
such additional amounts were a payment in respect of the Securities then due. Prior to the
publication of any notice of redemption pursuant to this Condition 5.2, the Issuer shall deliver to
the Registrar a certificate signed by two persons each of whom is either a Director, a Senior
Executive or an authorised representative (or equivalent status) of the Issuer stating that the
Issuer is entitled to effect such redemption and setting forth a statement of the facts showing
that the conditions precedent to the right of the Issuer so to redeem have occurred.
5.2A Redemption of Subordinated Notes for regulatory reasons
If specified in the relevant Pricing Supplement, if a Regulatory Event occurs, the Issuer may at
its option, at any time (if the Subordinated Note is not a Floating Rate Security) or on any Interest
Payment Date (in the case of a Subordinated Note that is a Floating Rate Security) and subject
to Condition 5.8 on giving not more than 60 nor less than 30 days’ notice to the Subordinated
Noteholders of the relevant Series (which notice shall be irrevocable) redeem all, but not some
only, of the Subordinated Notes of the relevant Series at their Early Redemption Amount
together with interest accrued to the date fixed for redemption. Prior to the publication of any
notice of redemption pursuant to this Condition 5.2A, the Issuer shall deliver to the Registrar a
certificate signed by two persons each of whom is either a Director, a Senior Executive or an
authorised representative (or equivalent status) of the Issuer stating that the Issuer is entitled to
effect such redemption and setting forth a statement of the facts showing that the conditions
precedent to the right of the Issuer so to redeem have occurred.
For the purposes of this Condition, “Regulatory Event” means the receipt by the directors of
the Issuer of:
(i) an opinion from a reputable legal counsel that as a result of any amendment to,
clarification of or change (including any announcement of a change that has been or will
be introduced) in, any law or regulation of Australia, or any official administrative
pronouncement or action or judicial decision interpreting or applying such laws or
regulations, which amendment, clarification or change is effective, or pronouncement,
action or decision is announced, after the Issue Date; or
(ii) an official written statement from APRA,
that, in each case, the Issuer is not or will not be entitled to treat all Subordinated Notes of a
Series as Tier 2 Capital, provided that, in each case, on the Issue Date of the Subordinated
Notes, the Issuer did not expect that matters giving rise to the Regulatory Event would occur.
5.3 Early Redemption of Zero Coupon Securities
(i) The Early Redemption Amount payable in respect of any Zero Coupon Security that
does not bear interest prior to the Maturity Date, the Early Redemption Amount of which
is not linked to an index and/or a formula, upon redemption of such Security pursuant to
Condition 5.2, 5.4 or 5.5 or upon it becoming due and payable as provided in Condition
10 (Events of Default), shall be the Amortised Face Amount (calculated as provided
below) of such Security unless otherwise specified in the Pricing Supplement.
(ii) Subject to the provisions of sub-paragraph (iii) below, the “Amortised Face Amount”
of any such Security shall be the scheduled Final Redemption Amount of such Security
on the Maturity Date discounted to the date of its early redemption at a rate per annum
(expressed as a percentage) equal to the “Amortisation Yield” (which, if none is set
out in the Pricing Supplement, shall be such rate as would produce an Amortised Face
Amount equal to the Issue Price of the Securities if such Securities were discounted
back from the Maturity Date to the relevant Issue Date) compounded annually. Where
such calculation is to be made for a period of less than one year, it shall be made on the
basis of the Day Count Fraction set out in the Pricing Supplement.
(iii) If the Early Redemption Amount payable in respect of any such Security upon its
redemption pursuant to Condition 5.2, 5.4 or 5.5 or upon it becoming due and payable
as provided in Condition 10 (Events of Default), is not paid when due, the Early
Redemption Amount due and payable in respect of such Security shall be the Amortised
Face Amount of such Security as defined in sub-paragraph (ii) above, except that such
sub-paragraph shall have effect as though the reference therein to the date on which
the Security becomes due and payable were replaced by a reference to the Relevant
Date. The calculation of the Amortised Face Amount in accordance with this sub-
paragraph shall continue to be made (after, as well as before, judgment) until the
Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which
case the amount due and payable shall be the scheduled Final Redemption Amount of
such Security on the Maturity Date together with any interest that may accrue in
accordance with Condition 4.4.
Where such calculation is to be made for a period of less than one year, it shall be made on
the basis of the Day Count Fraction.
5.4 Redemption at the Option of the Issuer and Exercise of the Issuer's Options
If a Call Option is included in the Pricing Supplement and subject to Condition 5.8 in the case
of any Subordinated Note, the Issuer may, on giving not less than five or more than 30 days’
irrevocable notice (subject to such other notice period as may be specified in the Pricing
Supplement under “Option Exercise Date”) to the Registered Holders redeem or exercise any
Issuer’s option (as may be described in the Pricing Supplement) in relation to all or, if so
provided, some of the Securities on any Optional Redemption Date (which, in the case of a
Subordinated Note, may not be before the fifth anniversary of the Issue Date of that
Subordinated Note). Any such redemption of Securities shall be at their Optional Redemption
Amount together with interest accrued to the date fixed for redemption. Any such redemption
or exercise of the Issuer's option shall just relate to Securities of a Principal Amount at least
equal to the Minimum Redemption Amount to be redeemed specified in the Pricing
Supplement and no greater than the Maximum Redemption Amount to be redeemed specified
in the Pricing Supplement.
All Securities in respect of which any such notice is given shall be redeemed, or the Issuer’s
option shall be exercised, on the date specified in such notice in accordance with this
Condition.
In the case of a partial redemption or a partial exercise of an Issuer’s option, the notice to
Registered Holders shall also contain details of the Principal Amount of Securities to be
redeemed or in respect of which such option has been exercised, which shall have been
drawn in such place as may be fair and reasonable in the circumstances, having regard to
prevailing market practices and in such manner as it deems appropriate, subject to
compliance with any applicable laws and stock exchange requirements.
5.5 Redemption at the Option of Registered Holders and Exercise of Registered Holders'
Options
If a Put Option is specified in the Pricing Supplement, the Issuer shall, at the option of the
Registered Holder of such Security, upon the Registered Holder of such Security giving not
less than 15 nor more than 30 days’ notice to the Issuer (subject to such other notice period
as may be specified in the Pricing Supplement under “Option Exercise Date”), redeem such
Security on the Optional Redemption Date(s) so provided at its Optional Redemption Amount
together with interest accrued to the date fixed for redemption. No such notice may be
withdrawn without the prior consent of the Issuer or if, prior to the due date for its redemption
or the exercise of the option, the relevant Security becomes immediately due and payable.
To exercise such option or any other Registered Holder’s option that may be set out in the
Pricing Supplement, the Registered Holder must complete, sign and deliver to the Registrar
within the notice period, a redemption notice (in the form obtainable from the Registrar)
together with any Certificate held by the Registered Holder relating to the Securities to be
transferred and such evidence as the Registrar may require to establish the rights of that
Registered Holder to the relevant Securities.
A Put Option may not be specified in the Pricing Supplement in respect of Subordinated
Notes.
5.6 Purchases
The Issuer is taken to represent as at the date of issue of each Security, that it does not know
or have any reasonable grounds to suspect that that Security or any interest in or right in
respect of that Security is being or will later be, acquired either directly or indirectly by an
Offshore Associate of the Issuer acting other than in the capacity of a dealer, manager or
underwriter in relation to the placement of the Securities or a clearing house, custodian, funds
manager or responsible entity of a registered scheme within the meaning of the Corporations
Act.
The Issuer and:
(i) in the case of the Subordinated Notes, any of its Related Entities; and
(ii) in any other case, any of its subsidiaries,
may, to the extent permitted by applicable laws and regulations and subject to Condition 5.8 in
the case of any Subordinated Note, at any time purchase Securities in the open market or
otherwise. Securities purchased by the Issuer, any of its Related Entities or any of its
subsidiaries may be surrendered by the purchaser through the Issuer to the Registrar for
cancellation or, may be held or resold, in each case at the option of the Issuer, the relevant
Related Entity or the relevant subsidiary. In the event that Securities are purchased by the
Issuer, any of its Related Entities or any of its subsidiaries but not cancelled the Issuer, the
relevant Related Entity or the relevant subsidiary will relinquish any voting rights in respect of
those purchased Securities.
5.7 Cancellation
All Securities redeemed by the Issuer or surrendered by the purchaser through the Issuer for
cancellation shall be surrendered for cancellation by the Issuer or purchaser notifying the
Registrar and surrendering to the Registrar any Certificates held by the Registered Holder
relating to the Securities to be cancelled by the Registrar and if so surrendered, the Securities
will be cancelled forthwith. Any Securities so surrendered for cancellation may not be
reissued or resold and the obligations of the Issuer in respect of any such Securities shall be
discharged.
5.8 Consent of APRA
Notwithstanding anything to the contrary in this Condition 5, the Issuer may not (i) redeem any
Subordinated Notes under Conditions 5.2, 5.2A or 5.4 above or (ii) prior to the Maturity Date
purchase, or procure that any of its Related Entities purchase, any Subordinated Notes under
Condition 5.6 above without the prior written approval of APRA. In addition, the prior written
approval of APRA is required to modify, abrogate, amend, waive, vary or compromise the
terms of any Series of Subordinated Notes where such action may affect the eligibility of such
Subordinated Notes as Tier 2 Capital.
Subordinated Noteholders should not expect that APRA’s approval will be given for any
redemption or purchase of Subordinated Notes.
5.9 Conditions to redemption for Subordinated Notes
Without limiting Condition 5.8, the Issuer will not be permitted to redeem any Subordinated
Note unless the Subordinated Note is replaced concurrently or beforehand with Regulatory
Capital of the same or better quality and the replacement of the Subordinated Note is done
under conditions that are sustainable for the Issuer’s income capacity or APRA is satisfied
that the Issuer’s capital position at Level 1, Level 2 and, if applicable, Level 3 is well above its
minimum capital requirements after the Issuer elects to redeem the Subordinated Note.
42
5A. Conversion or Write-Off of Subordinated Notes on Non-Viability Trigger Event
5A.1 Application to Subordinated Notes only
Conditions 5A, 5B and 5C apply only to Subordinated Notes. Schedule A to these Conditions
(including the defined terms therein) shall be deemed to form part of, and be incorporated in,
Condition 5B.
5A.2 Non-Viability Trigger Event
A “Non-Viability Trigger Event” means the earlier of:
(i) the issuance to the Issuer of a written determination from APRA that conversion or
write-off of Relevant Securities is necessary because, without it, APRA considers that
the Issuer would become non-viable; or
(ii) a determination by APRA, notified to the Issuer in writing, that without a public sector
injection of capital, or equivalent support, the Issuer would become non-viable,
each such determination being a “Non-Viability Determination”.
5A.3 Conversion or Write-Off of Subordinated Notes on Trigger Event Date
If a Non-Viability Trigger Event occurs:
(i) on the Trigger Event Date, subject only to Condition 5B.5, such Principal Amount of the
Subordinated Notes will immediately Convert or be Written-Off (whichever is applicable
as specified in the Pricing Supplement) as is required by the Non-Viability
Determination provided that:
(a) where the Non-Viability Trigger Event occurs under Condition 5A.2(i) and such
Non-Viability Determination does not require all Relevant Securities to be
converted into Ordinary Shares or written-off, such Principal Amount of the
Subordinated Notes shall Convert or be Written-Off (whichever is applicable as
specified in the Pricing Supplement) as is sufficient (determined by the Issuer in
accordance with Condition 5A.3(ii)) to satisfy APRA that the Issuer is viable
without further conversion or write-off; and
(b) where the Non-Viability Trigger Event occurs under Condition 5A.2(ii), all the
Principal Amount of the Subordinated Notes will immediately Convert or be
Written-Off (whichever is applicable as specified in the Pricing Supplement).
(ii) the Issuer will determine the Principal Amount of Subordinated Notes which must be
Converted or Written-Off (as applicable) in accordance with Condition 5A.3(i)(a), on
the following basis:
(a) first, convert into Ordinary Shares or write-off all Relevant Tier 1 Securities; and
(b) secondly, if conversion into Ordinary Shares or write-off of all Relevant Tier 1
Securities is not sufficient to satisfy the requirements of Condition 5A.3(i)(a) (and
provided that as a result of the conversion or write-off of Relevant Tier 1 Capital
Securities APRA has not withdrawn the Non-Viability Determination), Convert or
Write-Off (as applicable) a Principal Amount of Subordinated Notes and convert
into Ordinary Shares or write-off a number or principal amount of other Relevant
Tier 2 Securities on an approximately pro-rata basis or in a manner that is
otherwise, in the opinion of the Issuer, fair and reasonable (subject to such
adjustment as the Issuer may determine to take into account the effect on
marketable parcels and the need to round to whole numbers the number of
Ordinary Shares and the authorised denominations of the Principal Amount of
any Subordinated Note or the number or principal amount of other Relevant Tier
2 Securities remaining on issue, and the need to effect the conversion
immediately) and, for the purposes of this Condition 5A.3(ii)(b), where the
specified currency of the principal amount of Relevant Tier 2 Securities is not the
same for all Relevant Tier 2 Securities, the Issuer may treat them as if converted
into a single currency of the Issuer’s choice at such rate of exchange as the Issuer
in good faith considers reasonable,
provided that such determination does not impede or delay the immediate Conversion
or Write-Off (as applicable) of the relevant Principal Amount of Subordinated Notes;
(iii) on the Trigger Event Date, the Issuer shall determine the Subordinated Notes or
portions thereof as to which the Conversion or Write-Off (as applicable) is to take effect
and in making that determination may make any decisions with respect to the identity of
the Subordinated Noteholders at that time as may be necessary or desirable to ensure
Conversion or Write-off (as applicable) occurs in an orderly manner, including
disregarding any transfers of Subordinated Notes that have not been settled or
registered at that time provided that such determination does not impede or delay the
immediate Conversion or Write-Off (as applicable) of the relevant Principal Amount of
Subordinated Notes;
(iv) the Issuer must give notice of its determination pursuant to Condition 5A.3(iii) (a
“Trigger Event Notice”) as soon as practicable to the Subordinated Noteholders,
which must specify:
(a) the Trigger Event Date;
(b) the Principal Amount of the Subordinated Notes Converted or Written-Off (as
applicable); and
(c) the relevant number or principal amount of other Relevant Securities converted
or written-off;
(v) none of the following events shall prevent, impede or delay the Conversion or Write-Off
(as applicable) of Subordinated Notes as required by Condition 5A.3(i):
(a) any failure or delay in the conversion or write-off of other Relevant Securities;
(b) any failure or delay in giving a Trigger Event Notice;
(c) any failure or delay by a Subordinated Noteholder or any other party in complying
with the provisions of Condition 5A.4;
(d) any requirement to select or adjust the number or Principal Amount of
Subordinated Notes to be Converted or Written-Off (as applicable) in accordance
with Condition 5A.3(ii)(b) or 5A.3(iii); and
(e) in the case of Conversion only, any failure or delay in quotation of Ordinary
Shares to be issued on Conversion.
If a Non-Viability Determination takes effect, the Issuer must perform the obligations in
respect of the determination immediately on the day it is received by the Issuer, whether or
not such day is a Business Day.
5A.4 Conversion or Write-Off of a whole or of a portion of a Subordinated Note
Subject to Condition 5D.2(iii)(b), in respect of any Subordinated Note which is Converted or
Written-Off:
(i) the Issuer shall notify the Registrar of the Principal Amount of such Subordinated Note
that has been Converted or Written-Off (whether in whole or in part) and instruct the
Registrar to reflect this Conversion or Write-Off (as applicable) in the Register so that
the Principal Amount of such Subordinated Note is reduced, in the case of a
Subordinated Note Converted or Written-Off in whole, to zero, or, in the case of a
Subordinated Note which is Converted or Written-Off in part, to an amount equal to the
non-Converted or non-Written-Off (as applicable) portion of the Principal Amount of
such Subordinated Note;
(ii) in the case of a Subordinated Note which is Converted or Written-Off only in part:
(a) where the date of the Conversion or Write-off is not an Interest Payment Date,
the amount of interest payable in respect of that Subordinated Note on each
Interest Payment Date falling after that date will be reduced and calculated on
the Principal Amount of that Subordinated Note as reduced on that date;
(b) for the purposes of any interest calculation, the Interest Amount, the Fixed
Coupon Amount, the Broken Amount and any related amount in respect of that
Subordinated Note shall be reduced in the same proportion as the Principal
Amount Converted or Written-Off in respect of that Subordinated Note bears to
the Principal Amount of that Subordinated Note before such Conversion or Write-
Off;
(c) the Early Redemption Amount, the Final Redemption Amount, the Optional
Redemption Amount, the Specified Denomination and Principal Amount or any
related amount shall be reduced in the same proportion as the Principal Amount
Converted or Written-Off in respect of that Subordinated Note bears to the
Principal Amount of that Subordinated Note before such Conversion or Write-Off;
and
(iii) if a Certificate has been issued to the relevant Subordinated Noteholder in respect of
such Subordinated Note, then, if the Issuer so requires, such Subordinated Noteholder
shall surrender such Certificate to the Issuer (or, if the Issuer so directs, to the
Registrar) and, in the case of a Subordinated Note which is Converted or Written- Off
only in part, the Issuer shall deliver to the Subordinated Noteholder, a new Certificate
for a Subordinated Note with a Principal Amount equal to the non-Converted or non-
Written-Off (as applicable) portion of the Principal Amount of such Subordinated Note.
5B. Conversion of Subordinated Notes
5B.1 Conversion of Subordinated Notes on Trigger Event Date
Unless "Write-Off – Applicable" is specified in the relevant Pricing Supplement, Condition 5B
shall apply to the Subordinated Notes and, notwithstanding any other provision in these
Conditions, on the Trigger Event Date the relevant Principal Amount (as determined under
Condition 5A.3) of the Subordinated Notes will Convert immediately and irrevocably.
On and from the Trigger Event Date, subject to Conditions 5B.5 and 5B.6(iii)(c), the Issuer
shall treat any Subordinated Noteholder of any Subordinated Note or portion thereof which is
required to be Converted as the holder of the relevant number of Ordinary Shares and will
take all such steps, including updating any register, required to record the Conversion and the
issuance of such Ordinary Shares.
5B.2 Provision of information
Where a Principal Amount of Subordinated Notes is required to be Converted under Condition
5B, a Subordinated Noteholder of Subordinated Notes or portion thereof that are subject to
Conversion wishing to receive Ordinary Shares must, no later than the Trigger Event Date (or,
in the case where Condition 5B.4(vi) applies, within 30 days of the date on which Ordinary
Shares are issued upon such Conversion), have provided to the Issuer:
(i) its name and address (or the name and address of any person in whose name it directs
the Ordinary Shares to be issued) for entry into any register of title and receipt of any
certificate or holding statement in respect of any Ordinary Shares;
(ii) the security account details of such Subordinated Noteholder in CHESS or such other
account to which the Ordinary Shares may be credited; and
(iii) such other information as is reasonably requested by the Issuer for the purposes of
enabling it to issue the Conversion Number of Ordinary Shares to such Subordinated
Noteholder,
and the Issuer has no duty to seek or obtain such information.
5B.3 Failure to Convert
Subject to Condition 5B.4 and Condition 5B.5, if, in respect of a Conversion of Subordinated
Notes, the Issuer fails to issue, on the Trigger Event Date, the Conversion Number of
Ordinary Shares in respect of the relevant Principal Amount of such Subordinated Notes to, or
in accordance with the instructions of, the relevant Subordinated Noteholder on the Trigger
Event Date or any other nominee where Condition 5B.4 applies, the Principal Amount of such
Subordinated Notes which would otherwise be subject to Conversion shall remain on issue
and outstanding until:
(i) the Ordinary Shares are issued to, or in accordance with the instructions of, the
Subordinated Noteholder of such Subordinated Notes; or
(ii) such Subordinated Notes are Written-Off in accordance with these Conditions;
provided that the sole right of the Subordinated Noteholder in respect of Subordinated Notes
or portion thereof that are subject to Conversion is its right to be issued Ordinary Shares upon
Conversion (subject to its compliance with Condition 5B.2 or to receive the proceeds from
their sale pursuant to Condition 5B.4, as applicable) and the remedy of such Subordinated
Noteholder in respect of the Issuer’s failure to issue the Ordinary Shares is limited (subject
always to Condition 5B.5) to seeking an order for specific performance of the Issuer’s
obligation to issue the Ordinary Shares to the Subordinated Noteholder or where Condition
5B.4 applies to the nominee and to receive such proceeds of sale, in each case, in
accordance with the terms of the Subordinated Notes. This Condition 5B.3 does not affect
the obligation of the Issuer to issue the Ordinary Shares when required in accordance with
these Conditions.
5B.4 Issue to nominee
If, in respect of a Subordinated Note and a Subordinated Noteholder of that Subordinated
Note, the Subordinated Note or portion thereof is required to be Converted and:
(i) the Subordinated Noteholder has notified the Issuer that it does not wish to receive
Ordinary Shares as a result of the Conversion (whether entirely or to the extent
specified in the notice), which notice may be given at any time prior to the Trigger
Event Date;
(ii) the Subordinated Notes are held by a Subordinated Noteholder whose address in the
register is a place outside Australia or who the Issuer otherwise believes may not be a
resident of Australia (a “Foreign Holder”);
(iii) for any reason (whether or not due to the fault of the Subordinated Noteholder) the
Issuer has not received the information required by Condition 5B.2 prior to the Trigger
Event Date and the lack of such information would prevent the Issuer from issuing the
Ordinary Shares to the Subordinated Noteholder on the Trigger Event Date; or
(iv) a FATCA Withholding is required to be made in respect of the Ordinary Shares issued
on Conversion,
then, on the Trigger Event Date:
(v) where Condition 5B.4(i), 5B.4(ii) or 5B.4(iv) applies, the Issuer shall issue the Ordinary
Shares to the Subordinated Noteholder only to the extent (if at all) that:
(a) where Condition 5B.4(i) applies, the Subordinated Noteholder has notified the
Issuer that it wishes to receive them;
(b) where Condition 5B.4(ii) applies, the Issuer is satisfied that the laws of both
Australia and the Foreign Holder’s country of residence permit the issue of
Ordinary Shares to the Foreign Holder (but as to which the Issuer is not bound to
enquire), either unconditionally or after compliance with conditions which the
Issuer in its absolute discretion regards as acceptable and not unduly onerous;
and
(c) where Condition 5B.4(iv) applies, the issue is net of the FATCA Withholding;
and, to the extent the Issuer is not obliged to issue Ordinary Shares to the
Subordinated Noteholder, the Issuer will issue the balance of the Ordinary Shares to
the nominee in accordance with Condition 5B.4(vi); and
(vi) otherwise, subject to applicable law, the Issuer will issue the balance of Ordinary
Shares in respect of the Subordinated Noteholder to a competent nominee (which may
not be the Issuer or any of its Related Entities) and will promptly notify such
Subordinated Noteholder of the name of and contact information for the nominee and
the number of Ordinary Shares issued to the nominee on its behalf and, subject to
applicable law and:
(a) subject to Condition 5B.4(vi)(b), the nominee will as soon as reasonably possible
and no later than 35 days after issue of the Ordinary Shares sell those Ordinary
Shares and pay a cash amount equal to the net proceeds received, after
deducting any applicable brokerage, stamp duty and other taxes and charges, to
the Subordinated Noteholder;
(b) where Condition 5B.4(iii) applies, the nominee will hold such Ordinary Shares
and will transfer Ordinary Shares to such Subordinated Noteholder promptly after
such Subordinated Noteholder provides the nominee with the information
required to be provided by such Subordinated Noteholder under Condition 5B.2
(as if a reference in Condition 5B.2 to the Issuer is a reference to the nominee
and a reference to the issue of Ordinary Shares is a reference to the transfer of
Ordinary Shares) but only where such information is provided to the nominee
within 30 days of the date on which Ordinary Shares are issued to the nominee
upon Conversion of such Subordinated Note and failing which the nominee will
sell the Ordinary Shares and pay the proceeds to such Subordinated Noteholder
in accordance with Condition 5B.4(vi)(a); and
(c) where Condition 5B.4(iv) applies, the nominee shall deal with Ordinary Shares
the subject of a FATCA Withholding and any proceeds of their disposal in
accordance with FATCA;
(vii) nothing in this Condition 5B.4 shall affect the Conversion of the Subordinated Notes of
a Subordinated Noteholder who is not a person to which any of Condition 5B.4(i) to
5B.4(iv) (inclusive) applies; and
(viii) for the purposes of this Condition 5B.4, none of the Issuer or the nominee owes any
obligations or duties to the Subordinated Noteholders in relation to the price at which
Ordinary Shares are sold or has any liability for any loss suffered by a Subordinated
Noteholder as a result of the sale of Ordinary Shares.
5B.5 Write-Off of Subordinated Notes if Conversion is not effected within 5 Business Days
after a Trigger Event Date
Notwithstanding any other provision of Condition 5B and provided that "Write-Off –
Applicable" is not specified in the relevant Pricing Supplement, where Subordinated Notes are
required to be Converted on the Trigger Event Date and Conversion of the relevant Principal
Amount of the Subordinated Notes that are subject to Conversion has not been effected
within five Business Days after the relevant Trigger Event Date for any reason (including an
Inability Event):
(i) the relevant Principal Amount of each Subordinated Note which, but for this Condition
5B.5, would be Converted, will not be Converted and instead will be Written-Off with
effect on and from the Trigger Event Date; and
(ii) the Issuer shall notify the Subordinated Noteholders as promptly as practically possible
that Conversion of the relevant Principal Amount of the Subordinated Notes has not
occurred and that such Principal Amount of the Subordinated Notes has been Written-
Off.
5B.6 Subordinated Noteholder acknowledgements
Each Subordinated Noteholder irrevocably:
(i) consents to becoming a member of the Issuer upon the Conversion of the relevant
Principal Amount of Subordinated Notes as required by this Condition 5B and agrees to
be bound by the constitution of the Issuer, in each case in respect of the Ordinary
Shares issued to such Subordinated Noteholder on Conversion;
(ii) acknowledges and agrees that it is obliged to accept Ordinary Shares upon a
Conversion of the Principal Amount Subordinated Notes it holds notwithstanding
anything that might otherwise affect a Conversion of such Principal Amount of
Subordinated Notes including:
(a) any change in the financial position of the Issuer since the issue of such
Subordinated Notes;
(b) any disruption to the market or potential market for the Ordinary Shares or to
capital markets generally; or
(c) any breach by the Issuer of any obligation in connection with such Subordinated
Notes;
(iii) acknowledges and agrees that where Condition 5A.3 applies:
(a) there are no other conditions to a Non-Viability Trigger Event occurring as and
when provided in Condition 5A.2;
(b) Conversion must occur immediately on the occurrence of a Non-Viability Trigger
Event and that may result in disruption or failures in trading or dealings in the
Subordinated Notes;
(c) it will not have any rights to vote in respect of any Conversion and that the
Subordinated Note does not confer a right to vote at any meeting of members of
the Issuer; and
(d) the Ordinary Shares issued on Conversion may not be quoted at the time of issue,
or at all;
(iv) acknowledges and agrees that where Condition 5B.5 applies, no conditions or events
will affect the operation of that Condition and such Subordinated Noteholder will not
have any rights to vote in respect of any Write-Off under that Condition and has no
claim against the Issuer arising in connection with the application of that Condition;
(v) acknowledges and agrees that such Subordinated Noteholder has no right to request a
Conversion of any Principal Amount of any Subordinated Notes or to determine
whether (or in what circumstances) the Principal Amount of Subordinated Notes it holds
is Converted; and
(vi) acknowledges and agrees that none of the following shall prevent, impede or delay the
Conversion or (where relevant) Write-Off of the Principal Amount of Subordinated
Notes:
(a) any failure to or delay in the conversion or write-off of other Relevant Securities;
(b) any failure or delay in giving a Trigger Event Notice or other notice required by
this Condition 5B;
(c) any failure or delay in quotation of the Ordinary Shares to be issued on
Conversion;
(d) any failure or delay by a Subordinated Noteholder or any other party in complying
with the provisions of Condition 5A.4; and
(e) any requirement to select or adjust the number or Principal Amount of
Subordinated Notes to be Converted in accordance with Condition 5A.3(ii)(b) or
5A.3(iii).
5B.7 Meaning of “Written-Off”
For the purposes of Condition 5B, “Written-Off” shall mean that, in respect of a
Subordinated Note or portion thereof that is otherwise subject to Conversion and a Trigger
Event Date:
(i) the Subordinated Note or portion thereof that is otherwise subject to Conversion will not
be Converted on that date and will not be Converted or redeemed under these
Conditions on any subsequent date; and
(ii) with effect on and from the Trigger Event Date, the rights of the relevant Subordinated
Noteholder of the Subordinated Note or portion thereof (including any right to receive
any payment thereunder including payments of principal and interest both in the future
and accrued but unpaid as at the Trigger Event Date) in relation to such Subordinated
Note or portion thereof are immediately and irrevocably terminated and written-off; and
“Write-Off” has a corresponding meaning.
5C. Write-Off of Subordinated Notes
5C.1 Write-Off of Subordinated Notes on Trigger Event Date
If "Write-Off – Applicable" is specified in the relevant Pricing Supplement, Condition 5C shall
apply to the Subordinated Notes and on the Trigger Event Date the rights of the Subordinated
Noteholder of the relevant Subordinated Notes in relation to the relevant Principal Amount (as
determined under Condition 5A.3) of the Subordinated Notes are Written-Off (as that term is
defined for the purposes of Condition 5C).
Each Subordinated Noteholder irrevocably acknowledges and agrees that no conditions or
events will affect the operation of this Condition 5C and such Subordinated Noteholder will not
have any rights to vote in respect of any Write-Off under this Condition 5C.1.
5C.2 Meaning of “Written-Off”
For the purposes of this Condition 5C, “Written-Off” shall mean that, in respect of a
Subordinated Note or portion thereof and a Trigger Event Date, the rights of the relevant
Subordinated Noteholder (including any right to receive any payment thereunder including
payments of principal and interest both in the future and accrued but unpaid as at the Trigger
Event Date) in relation to such Subordinated Note or portion thereof are immediately and
irrevocably terminated and written-off, and “Write-Off” has a corresponding meaning.
5D. Substitution of Issuer
5D.1 Application of this Conditions
Unless "Write-Off – Applicable" is specified in the relevant Pricing Supplement, this Condition
5D shall apply to the Subordinated Notes.
5D.2 Substitution of Approved NOHC
Where:
(i) either of the following occurs:
(a) a takeover bid is made to acquire all or some of the Ordinary Shares and such
offer is, or becomes, unconditional and either:
(A) the bidder has at any time during the offer period, a relevant interest
in more than 50% of the Ordinary Shares on issue; or
(B) the directors of the Issuer, acting as a board, issue a statement that
at least a majority of its directors who are eligible to do so have
recommended acceptance of such offer (in the absence of a higher
offer); or
(b) a court orders the holding of meetings to approve a scheme of arrangement under
Part 5.1 of the Corporations Act, which scheme would result in a person having
a relevant interest in more than 50% of the Ordinary Shares that will be on issue
after the scheme is implemented and:
(A) all classes of members of the Issuer pass all resolutions required to
approve the scheme by the majorities required under the
Corporations Act, to approve the scheme; and
(B) an independent expert issues a report that the proposals in
connection with the scheme are in the best interests of the holders of
Ordinary Shares; and
(ii) the bidder or the person having a relevant interest in the Ordinary Shares in the Issuer
after the scheme is implemented (or any entity that Controls the bidder or the person
having the relevant interest) is an Approved NOHC,
then the Issuer without further authority, assent or approval of the Subordinated Noteholders
may (but with the prior written approval of APRA):
(iii) amend these Conditions such that, unless APRA otherwise agrees, on the date the
Principal Amount of Subordinated Notes is to be Converted:
(a) each Subordinated Note that is being Converted in whole will be automatically
transferred by each holder of such Subordinated Note free from encumbrance
to the Approved NOHC on the date the Conversion is to occur;
(b) in respect of each Subordinated Note that is being Converted only in part, on
the date the Conversion is to occur:
(A) the Principal Amount of the Subordinated Note that is being
Converted shall be reduced to an amount equal to the non-
Converted portion of the Principal Amount of such
Subordinated Note in accordance with Condition 5A.4; and
(B) the Approved NOHC will be taken to hold a new Subordinated
Note with a Principal Amount equal to the Converted portion of
the Principal Amount of the Subordinated Note being
Converted,
provided that any failure or delay by a Subordinated Noteholder or any other
party in complying with the provisions of Condition 5D.2(iii)(b) shall not prevent,
impede or delay the Conversion or Write-Off of Subordinated Notes;
(c) each holder (or a nominee in accordance with Condition 5B.2 or 5B.4 (as
applicable), which provisions shall apply, mutatis mutandis, to such Approved
NOHC Ordinary Shares) of the Subordinated Note or portion thereof being
Converted will be issued a number of Approved NOHC Ordinary Shares equal
to the Conversion Number and the provisions of Schedule A to these Conditions
shall apply (with any necessary changes) to the determination of the number of
such Approved NOHC Ordinary Shares; and
(d) as between the Issuer and the Approved NOHC, each Subordinated Note held
by the Approved NOHC as a result of Condition 5D.2(iii)(b) will be automatically
Converted into a number of Ordinary Shares such that the total number of
Ordinary Shares held by the Approved NOHC by reason of such Conversion
increases by the number which equals the number of Approved NOHC Ordinary
Shares issued by the Approved NOHC to holders on Conversion; and
(iv) makes such other amendments as in the Issuer’s reasonable opinion are necessary or
appropriate to effect the substitution of an Approved NOHC as the provider of the
ordinary shares on Conversion in the manner contemplated by these Conditions,
including, where the terms upon which the Approved NOHC acquires the Issuer are
such that the number of Approved NOHC Ordinary Shares on issue immediately after
the substitution differs from the number of Ordinary Shares on issue immediately
before that substitution (not involving any cash payment or other distribution to or by
the holders of any such shares), an adjustment to any relevant VWAP or Issue Date
VWAP consistent with the principles of adjustment set out in Schedule A to these
Conditions.
5D.3 Notice of substitution of Approved NOHC
The Issuer shall give a notice to the Subordinated Noteholders as soon as practicable after
the substitution in accordance with Condition 5D.2 specifying the amendments to these
Conditions which will be made in accordance with Condition 5D.2 to effect the substitution of
an Approved NOHC as issuer of ordinary shares on Conversion.
5D.4 Further substitutions
After a substitution under Condition 5D.2, the Approved NOHC may without the authority,
approval or assent of the holder of Subordinated Notes, effect a further substitution in
accordance with Condition 5D.2 (with necessary changes).
6. PAYMENTS
6.1 Payments by the Issuer
(i) Payments in respect of interest or principal on any Security made by the Issuer to
Registered Holders will be made in accordance with details recorded with the Registrar
by 5:00 pm local Registry Office time on the relevant Record Date.
(ii) When a Security is recorded in the Register as being held jointly, payment of interest or
principal (as the case may be) by the Issuer will be made to the Registered Holders in
their joint names unless requested otherwise (and in a form satisfactory to the Issuer) by
5:00 pm local Registry Office time on the relevant Record Date.
6.2 Method of Payment
Payments in respect of each Security will be made:
(i) where the Securities are lodged in the Austraclear System, by crediting on the relevant
Interest Payment Date or Maturity Date (determined in accordance with the Business Day
Convention specified in the relevant Pricing Supplement) the amount then due to the
account of the relevant Registered Holder in accordance with the Austraclear
Regulations; or
(ii) if the relevant Securities have not been lodged or are removed from the Austraclear
System, by crediting on the relevant Interest Payment Date, in the case of payments of
interest, or the Maturity Date, in the case of payments of principal, the amount then due
to a bank account in Australia previously notified by the Registered Holder to the
Registrar. Each Interest Payment Date and Maturity Date shall be determined in
accordance with the Business Day Convention specified in the relevant Pricing
Supplement. If the Registered Holder has not notified the Registrar of such an account
by 5.00pm local Registry Office time on the relevant Record Date or upon application by
the Registered Holder to the Registrar no later than 5.00pm local Registry Office time on
the relevant Record Date, payments in respect of the relevant Security will be made by
cheque mailed on the Business Day immediately preceding the relevant Interest Payment
Date in the case of payments of interest or on the Maturity Date, in the case of payments
of principal, at the Registered Holder’s risk to the Registered Holder (or to the first named
of joint Registered Holders) of such Security at the address appearing in the Register as
at 5.00pm local Registry Office time on the relevant Record Date. Cheques to be
despatched to the nominated address of a Registered Holder will in such case be deemed
to have been received by the Registered Holder on the relevant Interest Payment Date,
in the case of payments of interest, or the Maturity Date, in the case of payments of
principal, and no further amount will be payable by the Issuer in respect of the relevant
Security as a result of payment not being received by the Registered Holder on the due
date.
No payment of interest will be mailed to an address in the United States or transferred to an
account maintained by the Registered Holder in the United States.
6.3 Payments Subject to Fiscal Laws
All payments are subject in all cases to any applicable fiscal or other laws, regulations and
directives, but without prejudice to the provisions of Condition 8 (Taxation). No commission or
expenses shall be charged to the Registered Holders in respect of such payments.
6.4 Appointment of Agents
The Registrar and (if appointed) the Calculation Agent act solely as agents of the Issuer and
do not assume any obligation or relationship of agency or trust for or with any Registered
Holder. The Issuer reserves the right at any time to vary or terminate the appointment of the
Registrar or (if appointed) the Calculation Agent, provided that the Issuer shall at all times
maintain (i) a Registrar, (ii) one or more Calculation Agent(s) where the Conditions so require,
and (iii) such other agents as may be required by the rules of any stock exchange, listing
authority and/or quotation system on which the Securities may be admitted to listing, trading
and/or quotation. Notice of any change to the specified office of the Registrar or the
Calculation Agent shall promptly be given to the Registered Holders in accordance with
Condition 14 (Notices).
7. TRANSFER
7.1 Transfer
(i) Unless Securities are lodged in the Austraclear System, and subject to Condition 7.2, all
applications to transfer Securities must be made by lodging with the Registrar a properly
completed transfer and acceptance form in the form approved by the Issuer and the
Registrar. Any Certificate relating to the Securities to be transferred must also be
surrendered to the Registrar. Transfer and acceptance forms are available from any
Registry Office. Each Registry Office will provide prompt marking and transfer services.
Each transfer form must be accompanied by such evidence (if any) as the Registrar may
require to prove the title of the transferor or the transferor’s right to transfer the Security,
and be signed by both the transferor and the transferee. The transfer takes effect upon
the transferee’s name being entered on the Register.
(ii) Securities lodged in the Austraclear System will be transferable only in accordance with
the Austraclear Regulations.
7.2 Limit on Transfer
(i) Securities may only be transferred within, to or from Australia in the denominations
specified in the Pricing Supplement and if the consideration payable at the time of
transfer is a minimum amount of A$500,000 (in either case, disregarding moneys lent
by the transferor or its associates) or the transfer otherwise does not require disclosure
to investors in accordance with Part 6D.2 and Chapter 7 of the Corporations Act.
(ii) Securities may only be transferred between persons in a jurisdiction or jurisdictions
other than Australia if the transfer is in compliance with the laws of the jurisdiction in
which the transfer takes place and the transfer of the Securities otherwise does not
require disclosure to investors in accordance with the laws of the jurisdiction in which
the transfer takes place.
7.3 Partial Transfers
Where a transferor executes a transfer of less than all Securities registered in its name, and
the identity of the specific Securities to be transferred are not identified, the Registrar may
register the transfer in respect of such of the Securities registered in the name of the transferor
as the Registrar thinks fit, provided the total Principal Amount of the Securities registered as
having been transferred equals the total Principal Amount of the Securities expressed to be
transferred in the transfer.
7.4 Closed Period
A transfer of a Security shall not be effective unless and until entered on the Register. The
Register will be closed for the purpose of determining entitlements to payments of interest and
repayments of any Principal Amount at 5:00 pm local Registry Office time on the Record Date
prior to the relevant Interest Payment Date, the relevant Maturity Date and any relevant
redemption date. Therefore, transfers must be received by the Registrar at the relevant
Registry Office prior to that time.
7.5 Stamp Duty
The Registered Holder is responsible for any stamp duties or other similar taxes which are
payable in any jurisdiction in connection with any transfer, assignment or other dealing with the
Securities.
7.6 Transmission
The Registrar must register a transfer of a Security to or by a person who is entitled to make or
receive the transfer in consequence of:
(i) death, bankruptcy, liquidation or winding-up of a Registered Holder; or
(ii) the making of a vesting order by a court or other body with power to make the order,
on receiving the evidence of entitlement that the Registrar or the Issuer requires.
7.7 Austraclear Services Limited as Registrar
If Austraclear Services Limited is the Registrar and Securities are lodged in the Austraclear
System, despite any other provision of those Conditions, these Securities are not transferable
on the Register, and the Issuer may not, and must procure that the Registrar does not,
register any transfer of those Securities issued by it and no member of the Austraclear System
has the right to request any registration of any transfer of the relevant Securities, except:
(i) for the purposes of any Conversion, Write-Off, repurchase, redemption or cancellation
(whether on or before the Maturity Date of the relevant Security) of the relevant
Security, a transfer of the relevant Security from Austraclear to the Issuer (or if
applicable, to an Approved NOHC in accordance with Condition 5D) may be entered in
the Register; and
(ii) if Austraclear exercises or purports to exercise any power it may have under the
Austraclear Regulations from time to time for the Austraclear System or these
Conditions, to require the relevant Security to be transferred on the Register to a
member of the Austraclear System, the relevant Security may be transferred on the
Register from Austraclear to the member of the Austraclear System.
In any of these cases, the relevant Security will cease to be held in the Austraclear System.
8. TAXATION
8.1 General
Subject as provided below, all payments of principal and interest in respect of the Securities
shall be made free and clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied, collected, withheld
or assessed by or within Australia or by any authority therein or thereof having power to tax
(together, “Taxes”), unless such withholding or deduction is required by law.
8.2 Issuer to pay Additional Amounts
Where such withholding or deduction is required by law, the Issuer shall pay such additional
amounts to the Registered Holders as shall result in receipt by those Registered Holders of
such amounts as would have been received by them had no such withholding or deduction
been required, except that no such additional amounts shall be payable with respect to any
Security:
(i) in respect of which the Registered Holder thereof is liable to such Taxes, duties,
assessments or governmental charges in respect of such Security by reason of its
having some connection with Australia, other than the mere holding of such Security
or the receipt of the relevant payment in respect thereof; or
(ii) in respect of which the Registered Holder thereof is an Offshore Associate of the
Issuer (acting other than in the capacity of a clearing house, paying agent, custodian,
funds manager or responsible entity of a registered scheme within the meaning of the
Corporations Act); or
(iii) in respect of which the Taxes have been imposed or levied as a result of the
Registered Holder of such Security being party to or participating in a scheme to
avoid such Taxes, being a scheme which the Issuer was neither a party to nor
participated in; or
(iv) to, or to a third party on behalf of, an Australian resident Registered Holder or a non-
resident Registered Holder who is engaged in carrying on business in Australia at or
through a permanent establishment of the non-resident in Australia, if that person has
not supplied an appropriate tax file number, Australian business number or other
exemption details.
8.4 Tax File Number
The Issuer will deduct tax from payments of interest on the Securities at the highest marginal
tax rate plus the highest Medicare levy if an Australian resident investor or a non-resident
investor carrying on business in Australia at or through a permanent establishment of the non-
resident in Australia has not supplied an appropriate tax file number, Australian Business
Number or exemption details.
8.5 References
References in these Conditions to (i) ‘‘principal’’ shall be deemed to include any premium
payable in respect of the Securities (other than Subordinated Notes for which there is no
premium payable), all Instalment Amounts, Final Redemption Amounts, Early Redemption
Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in
the nature of principal payable pursuant to Condition 5 (Redemption, Purchase and Options),
or any amendment or supplement to it, (ii) ‘‘interest’’ shall be deemed to include all Interest
Amounts and all other amounts payable pursuant to Condition 4 (Interest and other
Calculations), or any amendment or supplement to it and (iii) ‘‘principal’’ and/or ‘‘interest’’
shall be deemed to include any additional amounts that may be payable under this Condition
or any undertaking given in addition to or substitution for it under the Deed Poll. Any
additional amounts due in respect of the Subordinated Notes will be subordinated in right of
payment as described in Condition 3.2 (Status – Subordinated Notes), Condition 4.10
(Condition of Payment – Subordinated Notes) and Condition 11 (Subordination).
If the Issuer is or becomes subject at any time to any taxing jurisdiction other than or in
addition to Australia, references in Condition 5.2 and Condition 8 shall be read and construed
as including references to such other taxing jurisdiction(s).
8.6 FATCA
The Issuer may withhold or make deductions from payments or from the issue of Ordinary
Shares to a Noteholder where it is required to do so under or in connection with FATCA, or
where it has reasonable grounds to suspect that the Noteholder or a beneficial owner of the
Securities may be subject to FATCA, and may deal with such payment, and any Ordinary
Shares in accordance with FATCA. If any withholding or deduction arises under or in
connection with FATCA, the Issuer will not be required to pay any further amounts or issue
any further Ordinary Shares on account of such withholding or deduction or otherwise
reimburse or compensate, or make any payment to, a Noteholder or a beneficial owner of the
Securities for or in respect of any such withholding or deduction. A dealing with such payment
and any Ordinary Shares in accordance with FATCA satisfies the Issuer’s obligations to that
Noteholder to the extent of the amount of that payment or issue of Ordinary Shares.
9. PRESCRIPTION
Claims against the Issuer for payment in respect of the Securities shall be prescribed and
become void unless made within ten years (in the case of principal) or five years (in the case
of interest) from the appropriate Relevant Date in respect of them.
10. EVENTS OF DEFAULT
10.1 Medium Term Notes
If any one of the following events (‘‘Events of Default’’) occurs and is continuing, the
Registered Holder of any Medium Term Note of any Series may give written notice to the
Registrar at its Registry Office that such Medium Term Note is immediately repayable,
whereupon it shall immediately become due and repayable at its Early Redemption Amount
together with accrued interest to the date of payment unless, prior to the date that such written
notice is received by the Registrar, the Issuer shall have cured or otherwise made good all
Events of Default in respect of the Medium Term Notes of such Series:
(i) default is made in the payment of any principal or Final Redemption Amount, Early
Redemption Amount, Optional Redemption Amount, Instalment Amount or Amortised
Face Amount (in the case of a Zero Coupon Security) (whether becoming due upon
redemption or otherwise) or interest when due, in respect of any Medium Term Note of
such Series, and such default continues for a period of seven days; or
(ii) the Issuer fails to perform or observe any of its obligations under any Medium Term Note
of such Series other than those specified in paragraph (i) above and in such case (except
where such failure is incapable of remedy) such failure continues for a period of 30 days
next following the service by any Registered Holder of any Medium Term Note of such
Series on the Issuer of written notice requiring the same to be remedied; or
(iii) otherwise than for the purpose of an amalgamation or reconstruction or merger within
the meaning of these words under the laws of Australia, a resolution is passed that the
Issuer be wound up or dissolved; or
(iv) the Issuer stops payment (within the meaning of Australian or any other applicable
bankruptcy law) of its obligations; or
(v) an encumbrancer takes possession of or a receiver is appointed of the whole or a
substantial part of the undertaking and assets of the Issuer and any such event is
continuing for 45 days after its occurrence and would materially prejudice the
performance by the Issuer of its obligations under the Medium Term Notes of such Series
or a distress or execution is levied or enforced upon or sued out against the whole or a
substantial part of the undertaking and assets of the Issuer which would materially
prejudice the performance of the Issuer of its obligations under the Medium Term Notes
of such Series and is not discharged within 60 days thereof; or
(vi) proceedings shall have been initiated against the Issuer under any applicable
bankruptcy, reorganisation or other similar law and such proceedings shall not have been
discharged or stayed within a period of 60 days; or
(vii) the Issuer shall initiate or consent to proceedings relating to itself under any applicable
bankruptcy, insolvency, composition or other similar law (otherwise than for the purpose
of amalgamation, reconstruction or merger (within the meaning of those words under the
laws of Australia)) and such proceedings would materially prejudice the performance by
the Issuer of its obligations under the Medium Term Notes of such Series.
Notwithstanding any other provision of this Condition 10.1, no Event of Default in respect of
any Medium Term Note shall occur solely on account of any failure by the Issuer to perform or
observe its obligations in relation to, or the taking of any process or proceeding in respect of
any share, note or other security or instrument constituting Tier 1 Capital or Tier 2 Capital.
10.2 Subordinated Notes
The following are Events of Default with respect to Subordinated Notes:
(i) (a) the making of an order by a court of the State of Victoria, Australia or a court with
appellate jurisdiction from such court which is not successfully appealed or
permanently stayed within 60 days of the entry of such order; or
(b) the valid passing by the Issuer 's shareholders of an effective resolution,
in each case for the winding-up of the Issuer (other than under or in connection with a
scheme of amalgamation or reconstruction not involving bankruptcy or insolvency); and
(ii) Subject to Condition 4.10:
(a) default in the payment of interest on any Subordinated Note when due, continued
for 30 days; or
(b) default in the payment of principal of any Subordinated Note when due.
Upon the occurrence of an Event of Default specified in paragraph (i) above, subject to the
subordination provisions, the Principal Amount of, and all accrued and unpaid interest on, the
Subordinated Notes will automatically become due and payable.
If an Event of Default contemplated by paragraph (ii) above with respect to any Subordinated
Notes occurs and is continuing, a Subordinated Noteholder may only, in order to enforce the
obligations of the Issuer under such Subordinated Notes:
(A) notwithstanding the provisions of paragraph (B) below, institute proceedings in the
State of Victoria, Australia (but not elsewhere) for the winding-up of the Issuer (all
subject to, and in accordance with, the terms of Condition 11 (Subordination)); or
(B) institute proceedings for recovery of the money then due, provided that the Issuer
will not, by virtue of the institution of any such proceedings (other than proceedings
for the winding-up of the Issuer) be obliged to pay any sums representing principal
or interest in respect of the Subordinated Notes sooner than the same would
otherwise have been payable by it and provided that the Issuer is Solvent at the
time of, and will be Solvent immediately after, any such payment.
No remedy against the Issuer other than those referred to in this Condition 10.2, shall be
available to the Subordinated Noteholders, whether for the recovery of amounts owing in
respect of the Subordinated Notes or in respect of any breach by the issuer of any of its other
obligations under or in respect of the Subordinated Notes.
10.3 Notification
If an Event of Default occurs under Conditions 10.1 or 10.2 above, the Issuer will promptly after
becoming aware of it notify the Registrar of the occurrence of the Event of Default specifying
details of it and use its reasonable endeavours to procure that the Registrar promptly notifies
the Registered Holders of the occurrence of the Event of Default by registered post to the
address of the Registered Holders recorded in the Register.
11. SUBORDINATION
In the event of the winding-up of the Issuer constituting an Event of Default with respect to the
Subordinated Notes, there shall be payable with respect to the Subordinated Notes, subject to
the subordination provisions discussed above (see Condition 3.2 (Status – Subordinated
Notes) and Condition 4.10 (Condition of Payment – Subordinated Notes), an amount equal to
the Principal Amount of the Subordinated Notes then outstanding, together with all accrued and
unpaid interest thereon to the repayment date.
As a result of the subordination provisions, no amount will be payable in the winding-up of the
Issuer in Australia in respect of the Subordinated Notes until all claims of Senior Creditors
admitted in the winding-up proceeding have been satisfied in full. By subscription for, or
transfer of, Subordinated Notes to a Subordinated Noteholder, that Subordinated Noteholder
will be taken to have agreed that no amount in respect of the Subordinated Notes will be repaid
until all the claims of the Senior Creditors admitted in the winding-up proceeding have been
satisfied accordingly. Accordingly, if proceedings with respect to the winding-up of the Issuer
in Australia were to occur, the Subordinated Noteholders could recover less relative to the
holders of deposit liabilities, the holders of Medium Term Notes and the holders of prior ranking
subordinated liabilities of the Issuer.
If in any such winding-up, the amount payable with respect to the Subordinated Notes and any
claims ranking equally with those Subordinated Notes cannot be paid in full, those Subordinated
Notes and other claims ranking equally with those Subordinated Notes will share relatively in
any distribution of the Issuer's assets in a winding-up in proportion to the respective amounts
to which they are entitled.
Any amount not paid due to Condition 4.10 (Conditions of Payment – Subordinated Notes) or
Condition 10.2 (Subordinated Notes), remains a debt owing to the Noteholder by the Issuer
until it is paid and will be payable on the first date on which payment can be made in compliance
with the relevant Condition.
12. MEETINGS OF REGISTERED HOLDERS, MODIFICATIONS AND WAIVER
12.1 Meetings of Registered Holders
Meetings of Registered Holders may be convened in accordance with the Meeting Provisions
contained in Schedule 2 to the Deed Poll. Any such meeting may consider any matters affecting
the interests of Registered Holders, including, without limitation, the variation of the terms of
the Securities by the Issuer and the granting of approvals, consents and waivers, and the
declaration of an Event of Default.
12.2 Modification of the Deed Poll
Subject to Condition 12.3:
(i) the Deed Poll or the terms of any Series of Securities may be amended by the Issuer,
without the consent of any Registered Holder, if in the opinion of the Issuer, the
amendment:
(a) is necessary or advisable to comply with any law;
(b) is necessary to correct an obvious error or omission, or is otherwise of a formal,
minor, technical or administrative nature only;
(c) is made for the purpose of curing any ambiguity or of curing, correcting or
supplementing any defective provision;
(d) is not materially prejudicial to the interests of Registered Holders generally; or
(e) only applies to Securities issued by the Issuer after the date of the amendment;
(ii) in all other circumstances, the Deed Poll or the terms of any Series of Securities may be
amended with the approval of Registered Holders by an Extraordinary Resolution. The
Issuer will notify the Registrar of any amendments made pursuant to this Condition and
will use its reasonable endeavours to procure that the Registrar notifies the Registered
Holders of the amendment by post to the address of the Registered Holders recorded in
the Register.
In the case of an amendment to the terms of any Series of Securities, reference in this Condition
12.2 to “Registered Holders” are to be taken to refer to the Registered Holders of that Series of
Securities.
12.3 No changes which may affect Tier 2 Capital eligibility
The prior written approval of APRA is required in respect of any modification, abrogation,
variation, amendment, waiver or compromise in respect of the terms of any Series of
Subordinated Notes or the Deed Poll where such modification, abrogation, variation,
amendment, waiver or compromise may affect the eligibility of any Series of Subordinated
Notes as Tier 2 Capital.
13. FURTHER ISSUES OF SECURITIES
The Issuer may from time to time without the consent of the Registered Holders create and
issue further securities either having the same terms and conditions as the Securities in all
respects (or in all respects except for the Issue Date or first payment of interest on them) and
so that such further issue of securities shall be consolidated and form a single Series with the
outstanding Securities of any Series or upon such terms as the Issuer may determine at the
time of their issue. References in these Conditions to the Securities include (unless the context
requires otherwise) any other securities issued pursuant to this Condition and forming a single
Series with the Securities.
14. NOTICES
14.1 To Registered Holders
All notices by the Issuer to Registered Holders will be valid if posted by ordinary mail to the
relevant Registered Holder at its address appearing on the Register (or in the case of joint
Registered Holders to the first named).
Any such notice shall be deemed to have been given on the sixth Business Day after posting if
posted to an address in Australia and on the tenth Business Day if posted to an address outside
of Australia.
14.2 To the Issuer and Registrar
All notices by a Registered Holder to the Issuer and Registrar will be valid if posted by ordinary
mail to the Issuer and the Registrar at their addresses specified above. Unless a later time is
specified in it, a notice by a Registered Holder takes effect from the time it is received by the
Issuer or Registrar except that if it is received after 5.00pm in the place of receipt or not on a
Business Day, it is to be taken to be received at 9.00am on the next succeeding Business Day
in that place.
15. GOVERNING LAW
The Securities are governed by the laws in force in the State of Victoria and Australia.
SCHEDULE A TO THE CONDITIONS OF THE SECURITIES
1 Conversion
If the Issuer must Convert a Principal Amount of a Subordinated Note in accordance with the
Conditions, then, subject to this Schedule A and Condition 5D.2 and unless the Pricing
Supplement specifies that the Alternative Conversion Number applies, the following provisions
apply:
(a) the Issuer will allot and issue on the Trigger Event Date a number of Ordinary Shares
in respect of the Principal Amount of that Subordinated Note equal to the Conversion
Number, where the Conversion Number (but subject to the Conversion Number being
no more than the Maximum Conversion Number) is a number calculated according to
the following formula:
Conversion Number = =
Principal Amount
((1- CD) × VWAP)
where:
“CD” means the conversion discount specified in the applicable Pricing Supplement;
“VWAP” (expressed in dollars and cents) means the VWAP during the VWAP Period
and where the “Maximum Conversion Number” means a number calculated
according to the following formula:
Maximum Conversion =
Number
=
Principal Amount
Issue Date VWAP × 0.2
(b) on the Trigger Event Date, the rights of each holder of a Subordinated Note (including
to payment of interest with respect to such Principal Amount, both in the future and
as accrued but unpaid as at the Trigger Event Date) in relation to each Subordinated
Note or portion thereof that is being Converted will be immediately and irrevocably
terminated for an amount equal to the Principal Amount of that Subordinated Note
that is being Converted and the Issuer will apply that Principal Amount by way of
payment for subscription for the Ordinary Shares to be allotted and issued under
Section 1(a) of this Schedule A. Each holder of the Subordinated Note is taken to
have irrevocably directed that any amount payable under Section 1 of this Schedule
A is to be applied as provided for in Section 1 of this Schedule A and no holder of the
Subordinated Note has any right to payment in any other way;
(c) any calculation under Section 1(a) of this Schedule A shall be, unless the context
requires otherwise, be rounded to four decimal places provided that if the total number
of additional Ordinary Shares to be allotted to a holder of the Subordinated Note in
respect of the aggregate Principal Amount of the Subordinated Notes it holds which
is being Converted includes a fraction of an Ordinary Share, that fraction of an
Ordinary Share will be disregarded; and
(d) the rights attaching to Ordinary Shares issued as a result of Conversion do not take
effect until 5.00pm (Melbourne, Australia time) on the Trigger Event Date (unless
another time is required for Conversion on that date). At that time all other rights
conferred or restrictions imposed on that Subordinated Note under the Conditions will
no longer have effect to the extent of the Principal Amount of that Subordinated Note
being Converted (except for the right to receive the Ordinary Shares as set forth in
Section 1 of this Schedule A and Condition 5B and except for rights relating to interest
which is payable but has not been paid on or before the Trigger Event Date which will
continue).
2 Adjustments to VWAP
For the purposes of calculating VWAP in the Conditions:
(a) where, on some or all of the Business Days in the relevant VWAP Period, Ordinary
Shares have been quoted on the Australian Securities Exchange as cum dividend or
cum any other distribution or entitlement and the relevant Principal Amount of
Subordinated Notes will Convert into Ordinary Shares after the date those Ordinary
Shares no longer carry that dividend or any other distribution or entitlement, then the
VWAP on the Business Days on which those Ordinary Shares have been quoted cum
dividend or cum any other distribution or entitlement shall be reduced by an amount
(“Cum Value”) equal to:
(i) (in case of a dividend or other distribution), the amount of that dividend or other
distribution including, if the dividend or other distribution is franked, the amount
that would be included in the assessable income of a recipient of the dividend
or other distribution who is both a resident of Australia and a natural person
under the Tax Act;
(ii) (in the case of any other entitlement that is not a dividend or other distribution
under Section 2(a)(i) of this Schedule A which is traded on the Australian
Securities Exchange on any of those Business Days), the volume weighted
average sale price of all such entitlements sold on the Australian Securities
Exchange during the VWAP Period on the Business Days on which those
entitlements were traded; or
(iii) (in the case of any other entitlement which is not traded on the Australian
Securities Exchange during the VWAP Period), the value of the entitlement as
reasonably determined by the directors of the Issuer; and
(b) where, on some or all of the Business Days in the VWAP Period, Ordinary Shares
have been quoted on the Australian Securities Exchange as ex dividend or ex any
other distribution or entitlement, and the relevant Principal Amount of Subordinated
Notes will Convert into Ordinary Shares which would be entitled to receive the relevant
dividend or other distribution or entitlement, the VWAP on the Business Days on which
those Ordinary Shares have been quoted ex dividend or ex any other distribution or
entitlement shall be increased by the Cum Value.
3 Adjustments to VWAP for divisions and similar transactions
(a) Where during the relevant VWAP Period there is a change in the number of the
Ordinary Shares on issue as a result of a division, consolidation or reclassification of
the Issuer’s share capital (not involving any cash payment or other distribution (or
compensation) to or by holders of Ordinary Shares) (a “Reorganisation”), in
calculating the VWAP for that VWAP Period the daily VWAP applicable on each day
in the relevant VWAP Period which falls before the date on which trading in Ordinary
Shares is conducted on a post Reorganisation basis shall be adjusted by multiplying
such daily VWAP by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reorganisation; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganisation.
(b) Any adjustment made by the Issuer in accordance with Section 3(a) of this Schedule
A will, absent manifest error, be effective and binding on holders of the Subordinated
Notes under these terms and these terms will be construed accordingly. Any such
adjustment must be promptly notified to all holders of the Subordinated Notes.
4 Adjustments to Issue Date VWAP
For the purposes of determining the Issue Date VWAP, corresponding adjustments to VWAP
will be made in accordance with Section 2 and Section 3 of this Schedule A during the 20
Business Day period over which VWAP is calculated for the purposes of determining the Issue
Date VWAP. On and from the Issue Date adjustments to the Issue Date VWAP:
(a) may be made in accordance with Sections 5 to 7 of this Schedule A (inclusive); and
(b) if so made, will cause an adjustment to the Maximum Conversion Number.
5 Adjustments to Issue Date VWAP for bonus issues
(a) Subject to Section 5(b) of this Schedule A below, if at any time after the Issue Date
the Issuer makes a pro rata bonus issue of Ordinary Shares to holders of Ordinary
Shares generally, the Issue Date VWAP will be adjusted immediately in accordance
with the following formula:
V
V
V
= V
o X
RD
RD + RN
where:
V means the Issue Date VWAP applying immediately after the application of
this formula;
V
o
means the Issue Date VWAP applying immediately prior to the application
of this formula;
RN means the number of Ordinary Shares issued pursuant to the bonus issue;
and
RD means the number of Ordinary Shares on issue immediately prior to the
allotment of new Ordinary Shares pursuant to the bonus issue.
(b) Section 5(a) of this Schedule A does not apply to Ordinary Shares issued as part of a
bonus share plan, employee or executive share plan, executive option plan, share top
up plan, share purchase plan or a dividend reinvestment plan.
(c) For the purpose of Section 5(a) of this Schedule A, an issue will be regarded as a pro
rata issue notwithstanding that the Issuer does not make offers to some or all holders
of Ordinary Shares with registered addresses outside Australia, provided that in so
doing the Issuer is not in contravention of the ASX Listing Rules.
(d) No adjustments to the Issue Date VWAP will be made under this Section 5 of this
Schedule A for any offer of Ordinary Shares not covered by Section 5(a) of this
Schedule A, including a rights issue or other essentially pro rata issue.
(e) The fact that no adjustment is made for an issue of Ordinary Shares except as covered
by Section 5(a) of this Schedule A shall not in any way restrict the Issuer from issuing
Ordinary Shares at any time on such terms as it sees fit nor require any consent or
concurrence of any Subordinated Noteholders.
6 Adjustment to Issue Date VWAP for divisions and similar transactions
(a) If at any time after the Issue Date, a Reorganisation occurs, the Issuer shall adjust the
Issue Date VWAP by multiplying the Issue Date VWAP applicable on the Business
Day immediately before the date of any such Reorganisation by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reorganisation; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganisation.
(b) Any adjustment made by the Issuer in accordance with Section 6(a) of this Schedule
will, absent manifest error, be effective and binding on Subordinated Noteholders
under these terms and these terms will be construed accordingly.
(c) Each Subordinated Noteholder acknowledges that the Issuer may, consolidate, divide
or reclassify securities so that there is a lesser or greater number of Ordinary Shares
at any time in its absolute discretion without any such action requiring any consent or
concurrence of any Subordinated Noteholders.
7 No Adjustment to Issue Date VWAP in certain circumstances
Despite the provisions of Section 5 and Section 6 of this Schedule A, no adjustment shall be
made to the Issue Date VWAP where such adjustment (rounded if applicable) would be less
than one percent of the Issue Date VWAP then in effect.
8 Announcement of adjustment to Issue Date VWAP
The Issuer will notify Subordinated Noteholders (an “Adjustment Notice”) of any adjustment
to the Issue Date VWAP under this Schedule A within 10 Business Days of the Issuer
determining the adjustment and the adjustment set out in the announcement will be final and
binding.
9 Ordinary Shares
Each Ordinary Share issued or arising upon Conversion ranks pari passu with all other fully
paid Ordinary Shares.
10 Listing Ordinary Shares issued on Conversion
The Issuer shall use all reasonable endeavours to list the Ordinary Shares issued upon
Conversion of the Subordinated Notes on the Australian Securities Exchange.
11 Alternative Conversion Number
If the Issuer must Convert a Principal Amount of a Subordinated Note in accordance with the
Conditions and the Pricing Supplement specifies that the Alternative Conversion Number
applies, then:
(a) Section 1 of this Schedule A applies on the basis that the Conversion Number for the
purposes of Section 1(a) of this Schedule A is the number of Ordinary Shares
specified in the Pricing Supplement as the Alternative Conversion Number (subject to
the Alternative Conversion Number being no more than the Maximum Conversion
Number as determined in accordance with Section 1(a) of this Schedule A); and
(b) Sections 2 to 8 (inclusive) of this Schedule A do not apply to the Alternative
Conversion Number.
12 Definitions
For the purposes of this Schedule A the following terms shall have the following meanings:
“Cum Value” has the meaning given in Section 2 of this Schedule A.
“Issue Date VWAP” means, in respect of Subordinated Notes of a Series, the VWAP during
the period of 20 Business Days on which trading in Ordinary Shares took place immediately
preceding (but not including) the first date on which any Subordinated Notes of that Series were
issued, as adjusted in accordance with Sections 5 to 7 (inclusive) of this Schedule A.
“Reorganisation” has the meaning given in Section 3 of this Schedule A.
“Tax Act” means:
the Income Tax Assessment Act 1936 (Cth) of Australia or the Income Tax
Assessment Act 1997 (Cth) of Australia as the case may be and a reference to any
section of the Income Tax Assessment Act 1936 (Cth) of Australia includes a reference
to that section as rewritten in the Income Tax Assessment Act 1997 (Cth) of Australia;
and
any other Act setting the rate of income tax payable and any regulation promulgated
under it.
“VWAP” means, subject to any adjustments under this Schedule A, the average of the daily
volume weighted average sale prices (such average being rounded to the nearest full cent) of
Ordinary Shares sold on the Australian Securities Exchange during the VWAP Period or on the
relevant days but does not include any “Crossing” transacted outside the “Open Session State”
or any “Special Crossing” transacted at any time, each as defined in the ASX Operating Rules,
or any overseas trades or trades pursuant to the exercise of options over Ordinary Shares;
“VWAP Period” means the period of 5 Business Days or such other period specified in the
applicable Pricing Supplement on which trading in Ordinary Shares took place immediately
preceding (but not including) the Trigger Event Date.
52
SCHEDULE 2
PROVISIONS FOR MEETINGS OF REGISTERED HOLDERS
Interpretation
1. In this Schedule:
(a) references to a meeting are to a meeting of Registered Holders of a single
Series of Securities and include:
(i) if there is only one Holder, the attendance of that person or its
Proxy on the day and at the place and time specified in
accordance with these provisions;
(ii) the presence of persons physically at a single venue;
(iii) the presence of persons at two or more venues using any
technology that gives Holders as a whole a reasonable
opportunity to participate, including, without limitation, by
conference telephone call video conference or any electronic,
online or virtual platform; and
(iv) unless the context otherwise requires, any adjournment;
(b) references to the place of a meeting shall be taken to include any applicable
electronic, online or virtual platform;
(c) a reference to the signing or execution of any document includes signing or
execution by electronic means;
(b) references to Securities are only to the Securities of the Series in respect of
which a meeting has been, or is to be, called, and references to Registered
Holders are to the holders of those Securities, respectively;
(c) agent means a proxy for, or representative of, a Registered Holder;
(d) Extraordinary Resolution means a resolution passed at a meeting duly
convened and held in accordance with this Deed by a majority of at least
75 per cent of the votes cast;
(e) Ordinary Resolution means a resolution passed at a meeting duly convened
and held in accordance with this Deed by a clear majority of the votes cast;
and
(f) references to persons representing a proportion of the Securities are to
Registered Holders or agents holding or representing in aggregate at least that
proportion in Principal Amount of the Securities for the time being
outstanding.
Powers of Meetings
2. A meeting shall, subject to the Conditions and without prejudice to any powers
conferred on other persons by this Deed, have power by Extraordinary Resolution:
(a) to sanction any proposal by the Issuer or any modification, abrogation,
variation, amendment, waiver or compromise of, or arrangement in respect
of, the rights of the Registered Holders in their capacity as Registered Holders
against the Issuer, whether or not those rights arise under the Securities;
53
(b) to sanction any proposal by the Issuer for the exchange or substitution for the
Securities of, or the conversion of the Securities into, shares, bonds or other
obligations or securities of the Issuer or any other entity;
(c) to assent to any modification, abrogation, variation, amendment, waiver or
compromise of this Deed or the Securities proposed by the Issuer or any other
entity;
(d) to authorise anyone to concur in and do anything necessary to carry out and
give effect to an Extraordinary Resolution;
(e) to give any authority, direction or sanction required to be given by
Extraordinary Resolution;
(f) to appoint any persons (whether Registered Holders or not) as a committee or
committees to represent the Registered Holders’ interests and to confer on
them any powers or discretions which the Registered Holders could
themselves exercise by Extraordinary Resolution; and
(g) to approve the substitution of any entity for the Issuer (or any previous
substitute) as principal debtor under this Deed,
provided that the provisions relating to quorum contained in paragraph 11 will apply
to any resolution for the purpose of subparagraphs 2(a) to (g), or any amendment to
this proviso and provided further that the prior written approval of APRA is obtained
in respect of a Series of Subordinated Notes if required pursuant to Condition 5.8 or
12.3 or if the exercise of power (whether by Extraordinary Resolution or otherwise)
may affect the eligibility of a Series of Subordinated Notes as Tier 2 Capital.
Convening a Meeting
3. The Issuer may at any time convene a meeting. If the Issuer receives a written
request by Registered Holders holding at least 10 per cent of the aggregate Principal
Amount of the Securities of any Series for the time being outstanding and is
indemnified to its satisfaction against all costs and expenses, the Issuer shall convene
a meeting of the Registered Holders of that Series. Every meeting shall be held at a
time and place approved by the Issuer and shall use such technology as the Issuer
deems fit to give Holders as a whole a reasonable opportunity to participate.
4. At least 21 days’ notice (exclusive of the day on which the notice is given and of the
day of the meeting) shall be given to the Registered Holders. A copy of the notice
shall be given by the party convening the meeting to the other parties. The notice
shall specify the day, time and place of meeting and the nature of the resolutions to be
proposed and shall explain how Registered Holders may appoint proxies or
representatives and the details of the time limits applicable.
Arrangements for Voting
5. A Registered Holder may, by an instrument in writing (which may be electronic if the
Issuer deems fit) in the form available from the Registrar in the English language
executed by or on behalf of the Registered Holder and delivered to the Registrar at
least 24 hours before the time fixed for a meeting, appoint any person (a proxy) to act
on his behalf in connection with that meeting. A proxy need not be a Registered
Holder.
6. A corporation which is the Registered Holder of a Security may, by delivering to the
Registrar at least 24 hours before the time fixed for a meeting a certified copy of a
resolution executed under its common seal, executed in accordance with Section
127(1) of the Corporations Act or signed on its behalf by its duly appointed attorney
or a person authorised under Section 250D of the Corporations Act to act as the
54
corporation's representative at the meeting (with, if it is not in English, a certified
translation into English), authorise any person to act as its representative (a
representative) in connection with that meeting.
7. Any vote cast at a meeting by a proxy or a representative appointed by Registered
Holders in accordance with paragraphs 5 or 6 above is valid despite any previous
revocation or amendment of the appointment of the proxy or representative (as
applicable) or any of the relevant Registered Holder’s instructions pursuant to which
the form referred to in paragraph 5 was executed unless written notice of such
revocation or amendment is received from the relevant Registered Holder by the
Registrar in each case at least 24 hours before the time fixed for the meeting.
Chairman
8. The chairman of a meeting shall be such person as the Issuer may nominate in
writing, but if no such nomination is made or if the person nominated is not present
within 15 minutes after the time fixed for the meeting the Registered Holders or
agents present shall choose one of their number to be chairman, failing which the
Issuer may appoint a chairman. The chairman need not be a Registered Holder or
agent. The chairman of an adjourned meeting need not be the same person as the
chairman of the original meeting.
Attendance
9. The following may attend and speak at a meeting:
(a) Registered Holders and agents;
(b) the chairman;
(c) the Issuer and the Registrar (through their respective representatives) and
their respective financial and legal advisers; and
(d) the Dealers (if any).
No one else may attend or speak.
Quorum and Adjournment
10. No business (except choosing a chairman) shall be transacted at a meeting unless a
quorum is present at the commencement of business. If a quorum is not present
within 15 minutes from the time initially fixed for the meeting, it shall, if convened
on the requisition of Registered Holders, be dissolved. In any other case it shall be
adjourned until such date, not less than 14 nor more than 42 days later, and time and
place as the chairman may decide. If a quorum is not present within 15 minutes from
the time fixed for a meeting so adjourned, the meeting shall be dissolved.
11. Two or more Registered Holders or agents present in person shall be a quorum:
(a) in the cases marked ‘No minimum proportion’ in the table below, whatever
the proportion of the Securities which they represent; and
(b) in any other case, only if they represent the proportion of the Securities
shown by the table below.
Purpose of meeting Required proportion of the Securities
outstanding
Any meeting except
one referred to in
next column
Meeting previously
adjourned through
want of a quorum
55
To pass a resolution in connection with
the matters listed in paragraph 2 of this
Schedule
A clear majority 33 per cent
Any other purpose A clear majority No minimum
proportion
12. The chairman may with the consent of (and shall if directed by) a meeting adjourn the
meeting from time to time and from place to place. Only business which could have
been transacted the original meeting may be transacted at a meeting adjourned in
accordance with this paragraph or paragraph 10.
13. At least 10 days’ notice of a meeting adjourned through want of a quorum shall be
given in the same manner as for an original meeting and that notice shall state the
quorum required at the adjourned meeting. No notice need, however, otherwise be
given of an adjourned meeting.
Voting
14. Each question submitted to a meeting shall be decided by a show of hands unless a
poll is (before, or on the declaration of the result of, the show of hands) demanded by
the chairman, the Issuer or one or more persons representing 2 per cent of the
Securities.
15. Unless a poll is demanded a declaration by the chairman that a resolution has or has
not been passed shall be conclusive evidence of the fact without proof of the number
or proportion of the votes cast in favour of or against it.
16. If a poll is demanded, it shall be taken in such manner and (subject as provided
below) either at once or after such adjournment as the chairman directs. The result of
the poll shall be deemed to be the resolution of the meeting at which it was demanded
as at the date it was taken. A demand for a poll shall not prevent the meeting
continuing for the transaction of business other than the question on which it has been
demanded.
17. A poll demanded on the election of a chairman or on a question of adjournment shall
be taken at once.
18. A Registered Holder or, in the case of a Security registered as being owned jointly,
the person whose name appears first on the Register as one of the owners of the
Security, is entitled to vote in respect of the Security either in person or by proxy.
19. Subject to paragraph 18, on a show of hands every person who is present in person
and is a Registered Holder or is a proxy or representative has one vote. On a poll
every such person has one vote in respect of each proportion of the Principal Amount
of the Securities equal to the minimum denomination of such Series of Securities
registered in that person’s name or in respect of which that person is a proxy or
representative. Without prejudice to the obligations of proxies, a person entitled to
more than one vote need not use them all or cast them all in the same way.
20. In case of equality of votes the chairman shall both on a show of hands and on a poll
have a casting vote in addition to any other votes which he may have.
Use of Ordinary Resolution
21. The Registered Holders have the power by Ordinary Resolution to do anything for
which an Extraordinary Resolution is not required.
56
Effect and Publication of an Extraordinary Resolution
22. An Extraordinary Resolution or Ordinary Resolution shall be binding on all the
Registered Holders, whether or not present at the meeting and each of them shall be
bound to give effect to it accordingly. The passing of such a resolution shall be
conclusive evidence that the circumstances justify its being passed. The Issuer shall
give notice of the passing of an Extraordinary Resolution or Ordinary Resolution to
Registered Holders within 14 days but failure to do so shall not invalidate the
resolution.
Resolutions in writing
23. A resolution is passed:
(a) if it is an Ordinary Resolution, where within one month from the Notification
Date, Registered Holders representing a clear majority of the aggregate
Principal Amount of outstanding Securities of any Series as at the
Notification Date have signed the resolution; or
(b) if it is an Extraordinary Resolution, where within one month from the
Notification Date, Registered Holders representing at least 75% of the
aggregate Principal Amount of outstanding Securities of any Series as at the
Notification Date have signed the resolution,
and any such resolution is deemed to have been passed on the date on which the last
Registered Holder whose signature on the resolution caused it to be so passed signed
it (as evidenced on its face). For the purpose of this paragraph, Notification Date
means the date stated in the copies of the resolutions to be made in writing sent for
that purpose to the Registered Holders, which must be no later than the date on which
the resolution is first notified to Registered Holders.
24. The accidental omission to give a copy of the resolution to, or the non-receipt of such
a copy by, any Registered Holder does not invalidate a resolution in writing made
pursuant to paragraph 23.
25. A resolution in writing signed by Registered Holders may be contained in one
document or in several documents in like form each signed by one or more Registered
Holders.
Minutes
26. The Registrar must keep minutes of the proceedings of every meeting of Registered
Holders. Minutes shall be made of all resolutions and proceedings at every meeting
and, if purporting to be signed by the chairman of that meeting or of the next
succeeding meeting, shall be conclusive evidence of the matters in them. Until the
contrary is proved, every meeting for which minutes have been so made and signed
shall be deemed to have been duly convened and held and all resolutions passed or
proceedings transacted at it to have been duly passed and transacted.
Austraclear
27. If Securities of any Series are lodged in the Austraclear System, all dealings
(including the convening and holding of meetings) in relation to those Securities
within the Austraclear System will be governed by the Austraclear Regulations and
need not comply with these Meeting Provisions to the extent of any inconsistency.
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.