Capital Notes 6 & Capital Notes 1 Reinvestment Offer

Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
News Release
For release: 1 June 2021

ANZ launches ANZ Capital Notes 6 Offer and
ANZ Capital Notes 1 Reinvestment Offer

ANZ today announced the offer of a new Additional Tier 1 capital security, ANZ Capital Notes
6, to raise A$1 billion with the ability to raise more or less (Offer).

The Offer contains a Reinvestment Offer under which Eligible CN1 Holders
1
may apply to
sell some or all of their ANZ Capital Notes 1 (ASX: ANZPD) issued on 7 August 2013 (CN1)
to the CN1 Nominated Purchaser appointed by ANZ and to reinvest the proceeds in ANZ
Capital Notes 6.

Key points

 Opening: The Offer is expected to open on Wednesday, 9 June 2021.

 Use of proceeds: ANZ will use the proceeds of the Offer to refinance CN1 and for
general corporate purposes.

 Regulatory capital: ANZ Capital Notes 6 will constitute Additional Tier 1 Capital under
current Australian Prudential Regulation Authority (APRA) standards.

 Joint Lead Managers and Co-Manager: ANZ Securities Limited, Commonwealth Bank
of Australia, E&P Corporate Advisory Pty Limited, Morgan Stanley Australia Securities
Limited, Morgans Financial Limited, Ord Minnett Limited, Shaw and Partners Limited,
UBS AG, Australia Branch and Westpac Institutional Bank have been appointed as Joint
Lead Managers. Crestone Wealth Management Limited has been appointed as Co-
Manager.

 Offer Structure: The Offer comprises:

 a Reinvestment Offer, under which Eligible CN1 Holders may apply to have some
or all of the CN1 registered to them at 7.00pm AEST on Thursday, 27 May 2021
resold to the CN1 Nominated Purchaser for $100 each and their Resale Proceeds
reinvested in ANZ Capital Notes 6;

 an ANZ Securityholder Offer, under which Australian resident holders of ANZ
Ordinary Shares, CN1 or ANZ Capital Notes 2, 3, 4 or 5 who were on the Register for
those securities at 7:00pm AEST on Thursday, 27 May 2021 can apply for ANZ
Capital Notes 6;

 a Broker Firm Offer, under which retail clients of Syndicate Brokers invited to
participate by a Syndicate Broker may apply for an allocation of Capital Notes 6
(including retail clients who are Eligible CN1 Holders applying under the
Reinvestment Offer); and


1
To be an Eligible CN1 Holder, you must: (1) have been a registered holder of CN1 at 7:00pm AEST on 27 May 2021; (2) be shown
on the CN1 register as having an address in Australia; and (3) not be in the United States or acting as a nominee for, or for the
account or benefit of, a US Person or not otherwise prevented from receiving the invitation to participate in the Offer or receiving
ANZ Capital Notes 6 under the laws of any jurisdiction.

 an Institutional Offer, under which certain Institutional Investors invited by ANZ
Securities may bid for Capital Notes 6 in the Bookbuild.

 Pro rata distributions: The CN1 distribution scheduled to be paid on Wednesday, 1
September 2021 has been split into two distributions to facilitate the Reinvestment Offer
– the First Pro Rata Distribution and the Second Pro Rata Distribution.

- The First Pro Rata Distribution of $0.8573 per CN1 is scheduled to be paid on all
CN1 on the ANZ Capital Notes 6 Issue Date (which is expected to be Thursday, 8
July 2021) to holders of CN1 on the record date (which is expected to be 30 June
2021).
- The Second Pro Rata Distribution of $0.3655 per CN1 is scheduled to be paid on 1
September 2021 to all holders of CN1 outstanding on the record date (which is
expected to be 24 August 2021). CN1 holders will not receive the Second Pro
Rata Distribution in respect of any CN1 they reinvest under the Reinvestment
Offer as those CN1 will be resold to the CN1 Nominated Purchaser before the
record date for the Second Pro Rata Distribution.

 Closing Dates: The closing date for the ANZ Securityholder Offer and the Reinvestment
Offer is scheduled to be at 5:00pm AEST on Wednesday, 30 June 2021. The closing date
for the Broker Firm Offer (other than for applications to reinvest CN1) and the
Institutional Offer is scheduled to be at 10:00am AEST on Wednesday, 7 July 2021.

Further information about the CN1 Reinvestment Offer

A key element of the Offer is the Reinvestment Offer that will help enable ANZ to refinance
CN1. Participation in the Reinvestment Offer by Eligible CN1 Holders is optional.

 Reinvestment Offer: Eligible CN1 Holders may apply to have some or all of their CN1
registered to them at 7:00pm AEST on Thursday, 27 May 2021, resold to the CN1
Nominated Purchaser for $100 each and their Resale Proceeds reinvested in ANZ Capital
Notes 6.

 Additional ANZ Capital Notes 6: Eligible CN1 Holders will also have the opportunity to
apply for additional ANZ Capital Notes 6 under the ANZ Securityholder Offer or the
Broker Firm Offer.

 Remaining CN1: As at the date of this release, ANZ intends to issue a redemption
notice for the redemption of the Non-Participating CN1 on 1 September 2021. Any
redemption is subject to final approval and may be subject to conditions. If final
approval is not obtained or any conditions to the redemption are not satisfied, the
redemption may not occur.

 Amendment of CN1 terms: To facilitate the Reinvestment Offer, ANZ has made certain
amendments to the CN1 terms. The amended CN1 terms were lodged with the ASX
today and are also available on the ANZ website at anz.com/shareholder/centre/your-
shareholding/alternative-securities/anz-capital-notes and currently at
capitalnotes6.anz.com.

ANZ Capital Notes 6 and further information

The ANZ Capital Notes 6 Prospectus, attached to this release (Prospectus), has been
lodged with the Australian Securities and Investments Commission (ASIC) and is available
within Australia at capitalnotes6.anz.com. A replacement Prospectus, containing the Margin,
will be made available on the ASX and at capitalnotes6.anz.com when the Offer opens.

Investors who wish to apply for ANZ Capital Notes 6 should read the Prospectus in its
entirety and it is recommended that they seek professional guidance which takes into
account their particular investment objectives, financial situation and needs from a
professional advisor who is licensed by ASIC to give such advice. ANZ Capital Notes 6 are

complex, involve increased risks compared to other less risky and less complex bank
investments such as deposits and may not be suitable for all investors.
Applications may only be made during the Offer Period by completing an online application
via capitalnotes6.anz.com, quoting your SRN/HIN and (if applying under the ANZ
Securityholder Offer) paying using BPay
®
. No cash or cheque payments will be accepted. If
you are a retail client of a Syndicate Broker you can also apply through your Syndicate
Broker. The Prospectus can only be obtained electronically and ANZ will not be providing
paper copies of the Prospectus.

Key features of ANZ Capital Notes 6

 ANZ Capital Notes 6 are fully paid, convertible, perpetual, unsecured, subordinated notes
issued by ANZ.

 Distributions on ANZ Capital Notes 6 are payable in cash based on a floating rate and are
non-cumulative. Distributions are scheduled to be paid quarterly in arrears, subject to a
Payment Condition not existing and ANZ’s absolute discretion.

 The Distribution Rate will be calculated as the sum of the applicable 3 month BBSW rate
plus the Margin, together multiplied by (1 – the Australian corporate tax rate, which is
currently 30%). Distributions are expected to franked at the same rate as dividends on
Ordinary Shares. If a Distribution is not fully franked, ANZ will pay an additional amount
in cash to compensate holders for the unfranked component.

 The Margin will be determined under the Bookbuild scheduled for Tuesday, 8 June 2021
and is expected to be in the range of 3.00% to 3.20%.

 ANZ may elect to Convert, Redeem or Resell all or some ANZ Capital Notes 6 that are
outstanding on 20 March 2028, 20 June 2028 or 20 September 2028, or following a Tax
Event or Regulatory Event. Conversion, Redemption or Resale is subject to certain
conditions, including APRA’s prior written approval.

 ANZ Capital Notes 6 will Convert into a variable number of ANZ Ordinary Shares on 20
September 2030 (subject to the Mandatory Conversion Conditions being satisfied),
unless they are Converted, Redeemed or Resold earlier.

 Where a Trigger Event occurs (which includes where ANZ encounters severe financial
difficulty), the ANZ Captial Notes 6 are required to be Converted or Written Off. Holders
are likely to suffer loss if ANZ Capital Notes 6 are Converted or Written Off as a result of
a Trigger Event.

 ANZ must Convert all ANZ Capital Notes 6 if a Change of Control Event occurs, subject
to certain conditions.

Capitalised terms in this release have the meaning given to them in the Prospectus.

For investor enquiries about the ANZ Capital Notes 6 Offer please visit
capitalnotes6.anz.com or call the ANZ Information Line on 1800 113 399 (within
Australia) or +61 3 9415 4010 (international) (Monday to Friday – 8:30am to
5:30pm AEST).

For media enquiries only contact:
Stephen Ries, Head of Corporate Communications +61 409 655 551


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 announcement does not constitute financial product advice and
is not an offer of ANZ Capital Notes 6. ANZ Capital Notes 6 have not been and will
not be registered under the U.S. Securities Act of 1933, as amended (Securities

Act), or the securities laws of any state or jurisdiction of the United States and
may not be offered, sold or resold, directly or indirectly, in the United States or to,
or for the account or benefit of, any U.S. person (as defined in Regulation S under
the Securities Act), except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act.

Key dates for the ANZ Capital Notes 6 Offer
Lodgement of the Prospectus with ASIC Tuesday, 1 June 2021
Bookbuild to determine the Margin Tuesday, 8 June 2021
Lodgement of the replacement Prospectus with ASIC and
announcement of the Margin
Wednesday, 9 June 2021
Opening Date Wednesday, 9 June 2021
Closing Date for the ANZ Securityholder Offer 5.00pm AEST on Wednesday,
30 June 2021
Closing Date for the Broker Firm Offer (other than applications
to reinvest CN1) and the Institutional Offer
10.00am AEST on Wednesday,
7 July 2021
Issue Date Thursday, 8 July 2021
ANZ Capital Notes 6 commence trading on ASX (normal
settlement basis)
Friday, 9 July 2021
Confirmation Statements despatched by Thursday, 15 July 2021
Record date for the first Distribution 7:00pm AEST on Friday, 10
September 2021
First Distribution Payment Date Monday, 20 September 2021
First Optional Exchange Date Monday, 20 March 2028
2

Mandatory Conversion Date Friday, 20 September 2030
Key dates for the CN1 Reinvestment Offer
Record date for determining Eligible CN1 Holders for the
Reinvestment Offer (relevant CN1 must also be held on the
Closing Date for the Reinvestment Offer)
7:00pm AEST on Thursday, 27
May 2021
Opening Date for the Reinvestment Offer Wednesday, 9 June 2021
Closing Date for the Reinvestment Offer 5:00pm AEST on Wednesday,
30 June 2021
Record date for the First Pro Rata Distribution 7:00pm AEST on Wednesday,
30 June 2021
Expected date for the resale of the Participating CN1 to the
CN1 Nominated Purchaser
Thursday, 8 July 2021
Payment date for the First Pro Rata Distribution Thursday, 8 July 2021
Issue date for ANZ Capital Notes 6 Thursday, 8 July 2021
Record date for the Second Pro Rata Distribution Tuesday, 24 August 2021
Payment date for the Second Pro Rata Distribution and the
optional exchange date for the Non-Participating CN1
Wednesday, 1 September 2021
Mandatory conversion date for the Non-Participating CN1
(unless otherwise exchanged before that date)
Friday, 1 September 2023

The key dates and times for the Offer are indicative only and may change without notice.

2
20 June 2028 and 20 September 2028 are also Optional Exchange Dates.

ANZ CAPITAL NOTES 6
PROSPECTUS
PROSPECTUS FOR THE ISSUE OF ANZ
CAPITAL NOTES 6 TO RAISE $1 BILLION WITH
THE ABILITY TO RAISE MORE OR LESS
ISSUER
AUSTRALIA AND
NEW ZEALAND BANKING
GROUP LIMITED
(ABN 11 005 357 522)
JOINT LEAD MANAGERS
ANZ SECURITIES
COMMONWEALTH BANK OF AUSTRALIA
E&P CORPORATE ADVISORY
MORGAN STANLEY
MORGANS
ORD MINNETT
SHAW AND PARTNERS
UBS
WESTPAC INSTITUTIONAL BANK
CO–MANAGER
CRESTONE WEALTH MANAGEMENT

IMPORTANT NOTICES
About this Prospectus
This Prospectus relates to the offer by Australia and New
Zealand Banking Group Limited (ABN 11 005 357 522)
(ANZ) of mandatorily convertible subordinated perpetual
securities (ANZ Capital Notes 6 or Notes) to raise $1
billion with the ability to raise more or less.
This Prospectus is dated 1 June 2021 and was lodged with
ASIC on that date. This Prospectus expires on 1 June 2022
and no Notes will be issued on the basis of this Prospectus
after that date.
ASIC and ASX take no responsibility for the contents
of this Prospectus nor for the merits of the investment
to which this Prospectus relates.
This Prospectus also contains information in relation to
the Reinvestment Offer. Neither ANZ, the CN1 Nominated
Purchaser nor any other person is providing any
investment advice or making any recommendation to
Eligible CN1 Holders in respect of the Reinvestment Offer.
ANZ Capital Notes 6 are higher risk than deposits
ANZ Capital Notes 6 are issued by ANZ under the
Note Terms and Holders have no claim on ANZ except
as provided in those Note Terms.
ANZ Capital Notes 6 are not:
•deposit liabilities or protected accounts of ANZ under
the Banking Act; or
•guaranteed or insured by any government, government
agency, compensation scheme or by any other person.
The risks associated with the Notes (which are
summarised in Section 1.5 and detailed in Section 6)
could result in the loss of your investment and associated
income. The investment performance of the Notes is not
guaranteed by ANZ.
A comparison of the differences between the Notes
and deposits is contained in Section 1.4.
Defined words and expressions
Some capitalised words and expressions used in
this Prospectus have defined meanings. The Glossary
in Appendix B defines these words and expressions.
The definitions specific to the Notes are in clause 17.2
of the Note Terms in Appendix A.
A reference to time in this Prospectus is to Australian
Eastern Standard Time (AEST) unless otherwise stated. A
reference to $, A$, AUD, dollars and cents is to Australian
currency unless otherwise stated. Unless otherwise stated,
all figures have been rounded to two decimal places.
Exposure period
The Corporations Act prohibits ANZ from processing
Applications in the seven day period after 1 June 2021
(which may be extended by ASIC for up to a further
seven days), being the date on which this Prospectus
was lodged with ASIC. This period is referred to as the
Exposure Period. The purpose of the Exposure Period
is to enable this Prospectus to be examined by market
participants before the Offer Period commences. No
Applications received will be accepted until after the
expiry of the Exposure Period.
How to access this Prospectus and apply
This Prospectus can be obtained electronically from
capitalnotes6.anz.com. ANZ will not be providing paper
copies of this Prospectus.
This Prospectus is only available to you if you are accessing
and downloading it in Australia. If you access an electronic
copy of this Prospectus you should ensure that you
download and read the entire Prospectus.
During the Offer Period:
•Eligible CN1 Holders can apply for Notes by following
the Reinvestment Application instructions at
capitalnotes6.anz.com;
•Eligible ANZ Securityholders can apply for Notes by
following the Securityholder Application instructions
at capitalnotes6.anz.com; and
•Broker Firm Applicants can access a copy of the Broker
Firm Application Form from their Syndicate Broker and
should contact their Syndicate Broker for instructions on
how to apply.
Eligible ANZ Securityholders applying for Notes under
the ANZ Securityholder Offer must make their Application
Payment using BPAY – no other form of payment will
be accepted.
The Corporations Act prohibits any person from passing
the Broker Firm Application Form to another person
unless it is attached to or accompanied by a printed
copy of this Prospectus or the complete and unaltered
electronic version of this Prospectus.
For more information on who is eligible to apply for
Notes under the Offer and how to make an Application –
read Section 4.
Providing personal information
You will be asked to provide personal information to
ANZ (directly or via its agents) if you apply for the Notes.
See Section 8.9 for information on how ANZ (and its
agents) collect, hold and use this personal information.
Restrictions in foreign jurisdictions
For details of the selling restrictions that apply to
the Notes in foreign jurisdictions – see Section 8.8.
No representations other than in this Prospectus
You should rely only on information in this
Prospectus.
No person is authorised to provide any information or
to make any representation in connection with the Offer
that is not contained in this Prospectus. Any information
or representation not contained in this Prospectus may
not be relied upon as having been authorised by ANZ
in connection with the Offer.
The financial information provided in this Prospectus
is for information purposes only and is not a forecast
of operating results to be expected in future periods.
Diagrams
The diagrams used in this Prospectus are illustrative only.
They may not necessarily be shown to scale.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
Investment Overview
About the Reinvestment OfferAbout ANZ Capital Notes 6
« CONTENTS

GUIDANCE FOR RETAIL INVESTORS
01
Read this
Prospectus in full
This Prospectus is important and you should read it in its entirety.
In considering whether to apply for Notes, it is important you consider all risks and
other information regarding an investment in Notes in light of your particular investment
objectives and circumstances, as the Offer and the information in this Prospectus do not
take into account those objectives and circumstances.
02
Understand
the risks
The Notes are complex, involve increased risks (outlined below) compared to other less risky
and less complex bank investments such as deposits and may not be suitable for all investors.
You should not see the Notes as an alternative to investments such as deposits.
•The overall complexity of the Notes may make the Note Terms difficult to understand.
•The Notes are not guaranteed or insured by any government, government agency,
compensation scheme or by any other person.
•If ANZ encounters severe financial difficulty, the Notes may be Converted into Ordinary
Shares or Written-Off and you may suffer a loss of your investment as a consequence.
•Distributions on the Notes may not be paid.
•The Notes may never Convert or be Redeemed and may remain on issue indefinitely.
•The market price of Notes may move up and down.
•The liquidity of the Notes may be low and you may be unable to sell Notes.
If you do not fully understand how the Note Terms work or the risks associated with the
Notes, you should not invest in them.
03
Speak to your
professional adviser
If you wish to apply for Notes, it is recommended that you seek professional guidance which
takes into account your particular investment objectives, financial situation and needs from
a professional adviser who is licensed by ASIC to give such advice.
ASIC has published guidance on how to choose a professional adviser on its MoneySmart
website. You can also search 'choosing a financial adviser' at moneysmart.gov.au.
04
Consider the
ASIC guidance
for retail investors
ASIC has warned investors to be cautious in relation to investments in hybrid securities
(such as the Notes). Investors should consider the ASIC guidance on hybrid securities
which is published on ASIC’s MoneySmart website. You can find this guidance by searching
‘hybrid securities’ at moneysmart.gov.au. The guidance includes a series of questions you
should ask before you invest in hybrid securities.
05
Learn more about
investing in bank
hybrid securities
ANZ has developed a website containing an introductory guide to bank hybrid securities
which may assist you to better understand bank hybrid securities, their features and their
risks. The guide explains the different ways you may invest in a bank, including by depositing
money or investing in securities issued by a bank.
The guide is available at shareholder.anz.com/education/hybrids.
06
Obtain further
information
about ANZ and
ANZ Capital Notes 6
ANZ is subject to regular reporting and disclosure obligations under the Corporations Act
and the Listing Rules. ANZ must notify ASX immediately (subject to certain exceptions)
if it becomes aware of information about ANZ that a reasonable person would expect to
have a material effect on the price or value of its securities including ANZ Capital Notes 6.
Copies of documents lodged with ASIC which are publicly available can be obtained from
ASIC's website asic.gov.au (a fee may apply) and ANZ’s ASX announcements may be viewed
at asx.com.au.
07
Enquiries
If you have any questions in relation to the Offer or an Application, please call the ANZ
Information Line on 1800 113 399 (within Australia) or +61 3 9415 4010 (international)
(Monday to Friday – 8.30am to 5.30pm AEST ) or contact your Syndicate Broker or other
professional adviser who is licensed by ASIC to give such advice.
01
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks

CONTENTS
IMPORTANT
NOTICES
Inside front cover
GUIDANCE
FOR RETAIL
INVESTORS
Page 01
KEY DATES
Page 03
APPENDIX A
NOTE
TERMS
Page 86
APPENDIX B
GLOSSARY
Page 109
CORPORATE
DIRECTORY
Inside back cover
SECTION 01
INVESTMENT
OVERVIEW
Page 05
01
SECTION 02
ABOUT
ANZ CAPITAL
NOTES 6
Page 16
02
SECTION 03
ABOUT THE
REINVESTMENT
OFFER
Page 37
03
SECTION 04
HOW TO
APPLY
Page 44
04
SECTION 05
ABOUT
ANZ
Page 50
05
SECTION 06
INVESTMENT
RISKS
Page 59
06
SECTION 07
TAXATION
SUMMARY
Page 75
07
SECTION 08
ADDITIONAL
INFORMATION
Page 80
08
02
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
About the Reinvestment OfferAbout ANZ Capital Notes 6Investment Overview
CONTENTS

KEY DATES
KEY DATES FOR THE OFFERDATE
Record date for determining Eligible ANZ Securityholders7.00pm AEST on 27 May 2021
Lodgement of this Prospectus with ASIC1 June 2021
Bookbuild to determine the Margin8 June 2021
Lodgement of the replacement Prospectus with ASIC and announcement
of the Margin
9 June 2021
Opening Date 9 June 2021
Closing Date for the ANZ Securityholder Offer5:00pm AEST on 30 June 2021
Closing Date for the Broker Firm Offer (except for Applications to reinvest CN1)
and Institutional Offer
10:00am AEST on 7 July 2021
Issue Date8 July 2021
ANZ Capital Notes 6 commence trading on the ASX on a normal settlement basis9 July 2021
Confirmation Statements despatched by15 July 2021
KEY DATES FOR ANZ CAPITAL NOTES 6DATE
Record Date for the first Distribution7.00pm AEST on 10 September 2021
First Distribution Payment Date
1
20 September 2021
First Optional Exchange Date
2
20 March 2028
Mandatory Conversion Date20 September 2030
3
1 Distributions are scheduled to be paid quarterly at the end of each Distribution Period (on 20 March, 20 June, 20 September and 20 December each year) subject
to ANZ’s absolute discretion and the Payment Conditions. If any of these scheduled dates are not Business Days, then the Distribution Payment Date will occur on
the next Business Day.
2 20 June 2028 and 20 September 2028 are also Optional Exchange Dates.
3 The Mandatory Conversion Date may be later than 20 September 2030, or may not occur at all, if the Mandatory Conversion Conditions are not satisfied –
see Section 6.1.8.
03
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks

KEY DATES FOR ANZ CAPITAL
NOTES 1 (CN1) HOLDERS
KEY DATES FOR ANZ CAPITAL NOTES 1 (CN1) HOLDERSDATE
Record date for determining Eligible CN1 Holders for the Reinvestment Offer
(relevant CN1 must also be held on the Closing Date for the Reinvestment Offer)
7.00pm AEST on 27 May 2021
Opening Date for the Reinvestment Offer9 June 2021
Closing Date for the Reinvestment Offer5:00pm AEST on 30 June 2021
Record date for the First Pro Rata Distribution7.00pm AEST on 30 June 2021
Expected date for the resale of the Participating
CN1 to the CN1 Nominated Purchaser
8 July 2021
Payment date for the First Pro Rata Distribution
4
8 July 2021
Issue Date for ANZ Capital Notes 68 July 2021
Record date for the Second Pro Rata Distribution7.00pm AEST on 24 August 2021
Payment date for the Second Pro Rata Distribution and
the optional exchange date for the Non-Participating CN1
5
1 September 2021
Mandatory conversion date for the Non-Participating CN1
(unless otherwise exchanged before that date)
1 September 2023
6

4 Payment of the First Pro Rata Distribution is subject to this Prospectus not being withdrawn, the payment conditions in the CN1 terms and ANZ's absolute
discretion.
5 Payment of the Second Pro Rata Distribution is subject to the payment conditions in the CN1 terms and ANZ's absolute discretion. As at the date of this
Prospectus, ANZ intends to issue a redemption notice for the redemption of all remaining CN1 on 1 September 2021. Any redemption is subject to final approval
and may be subject to conditions. If final approval is not obtained or any conditions to the redemption are not satisfied, the redemption may not occur.
6 The mandatory conversion date for the remaining CN1 may be later than 1 September 2023, or may not occur at all, if the mandatory conversion conditions
for CN1 are not satisfied.
Dates may change
The key dates for the Offer including the Reinvestment Offer are indicative only and may change without notice.
ANZ and the Joint Lead Managers may bring forward or extend any Closing Date without notice, or withdraw the Offer
at any time before the Notes are issued. If the Offer is withdrawn before the issue of the Notes, all Application Payments
received by ANZ will be refunded (without interest) to Applicants as soon as practicable.
You are encouraged to apply as soon as possible after the Opening Date.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
04
Investment Overview
About the Reinvestment OfferAbout ANZ Capital Notes 6
« CONTENTS

THIS SECTION PROVIDES A SUMMARY
OF THE KEY FEATURES AND RISKS OF
ANZ CAPITAL NOTES 6.
IF YOU WISH TO APPLY FOR NOTES,
IT IS IMPORTANT THAT YOU FIRST
READ THIS PROSPECTUS IN FULL
AND IT IS RECOMMENDED THAT
YOU SEEK PROFESSIONAL GUIDANCE
WHICH TAKES INTO ACCOUNT YOUR
PARTICULAR INVESTMENT OBJECTIVES,
FINANCIAL SITUATION AND NEEDS
FROM A PROFESSIONAL ADVISER
WHO IS LICENSED BY ASIC TO GIVE
SUCH ADVICE.
01
SECTION 01
INVESTMENT
OVERVIEW
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks
05

TopicSummaryWhere to find
more information
IssuerAustralia and New Zealand Banking Group Limited
(ABN 11 005 357 522) (ANZ).
Section 5
Type of instrumentANZ Capital Notes 6 are:
•fully paid – at $100 per Note;
•convertible – in certain circumstances, the Notes will Convert into
Ordinary Shares;
•redeemable and resaleable – in certain circumstances, ANZ may be
permitted to repay the Face Value of the Notes or transfer the Notes to a
third party (but there are significant restrictions on repayment or transfer
of the Notes);
•non-cumulative – Distributions are discretionary and unpaid
Distributions do not accumulate. Holders will not have any right to
compensation if ANZ does not pay a Distribution;
•perpetual – the Notes do not have any fixed maturity date and could
remain on issue indefinitely if they are not Converted or Redeemed (in
which case you would not receive your capital back or be issued any
Ordinary Shares);
•unsecured – they are not guaranteed or secured, are not deposit
liabilities of ANZ and are not protected accounts for the purposes
of the Banking Act;
•subordinated – although they have priority over Ordinary Shares and
rank equally with Equal Ranking Instruments, they are subordinated to
the claims of Senior Creditors (including ANZ depositors) in a winding-up;
•exposed to Trigger Events – where a Trigger Event occurs (which
includes where ANZ encounters severe financial difficulty), the Notes
are subject to Conversion into Ordinary Shares or Write Off, in which
case Holders are likely to suffer loss; and
•listed – ANZ will apply for Notes to be listed on ASX and Notes
are expected to trade under ASX code “ANZPI”.
The Note Terms are complex and derive from the detailed capital
requirements which APRA applies to these instruments, including that
the Notes absorb losses by being Converted or Written Off where a Trigger
Event (including severe financial difficulty) occurs. In this way, the Notes
and ANZ’s other regulatory capital instruments help to protect ANZ’s
depositors and Senior Creditors from losses ANZ may incur.
ANZ’s ability to pay a Distribution or to Convert, Redeem or Resell the Notes
at its option are in each case subject to a number of restrictions, including,
in the case of payment of a Distribution, APRA not objecting to the
Distribution and, in the case of Conversion, Redemption or Resale, APRA
giving its prior written approval to the Conversion, Redemption or Resale.
Offer size$1 billion, with the ability to raise more or less.
There is no minimum subscription amount under the Offer.
Face Value$100 per Note. This is the price you need to pay to apply for each
Note under this Prospectus.
1.1 KEY FEATURES OF THE OFFER AND ANZ CAPITAL NOTES 6
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
06
Investment Overview
« CONTENTS
About the Reinvestment OfferAbout ANZ Capital Notes 6

TopicSummaryWhere to find
more information
Purpose of the OfferANZ is issuing the Notes to help meet the capital requirements for ADIs
set by APRA. APRA requires ANZ to maintain a level of regulatory capital
to help promote the stability of ANZ and protect ANZ’s depositors and
other creditors.
Regulatory
treatment
APRA has confirmed that the Notes will constitute Additional Tier 1
Capital for the purposes of ANZ’s regulatory capital requirements.
Use of proceedsANZ will use the proceeds of the Offer to refinance CN1 and for general
corporate purposes.
DistributionsDistributions are cash payments on the Notes which are scheduled
to be paid quarterly until all Notes are Converted or Redeemed.
The Distribution Rate is calculated in accordance with the following formula:
Distribution Rate = (BBSW Rate + Margin) x (1 – Tax Rate)
Where:
•Margin is the margin determined under the Bookbuild (expected to be
in the range of 3.00% to 3.20%); and
•Tax Rate is the Australian corporate tax rate applicable to the franking
account of ANZ as at the relevant Distribution Payment Date. As at the
date of this Prospectus, the Tax Rate is 30%.
Section 2.1
FrankingDistributions paid on the Notes are expected to be franked at the same rate
as dividends on Ordinary Shares.
The effect of the Distributions being franked is to reduce the cash amount
received by Holders on each Distribution Payment Date by an amount
equal to the relevant level of franking. If a Distribution is not fully franked,
ANZ will pay an additional amount in cash to compensate the Holder for
the unfranked component.
If Distributions are franked, the value and availability of franking credits to
a Holder will depend on that Holder’s particular circumstances and the tax
rules that apply at the time of each Distribution. The availability of franking
credits is not guaranteed and will depend on a number of factors, including
the level of profits generated by the ANZ Group that will be subject to tax
in Australia. Holders should refer to the Australian taxation summary in
Section 7.
Section 2.1.3
Payment of
Distributions
Payments of Distributions are at the absolute discretion of ANZ, which
means ANZ does not have to pay them. Distributions are also only payable
if the Payment Conditions are satisfied.
Distributions are non-cumulative which means that unpaid Distributions
do not accumulate and Holders will not have any right to compensation
if ANZ does not pay a Distribution. Failure to pay a Distribution when
scheduled will not constitute an event of default.
If a Distribution is not paid in full on a Distribution Payment Date, subject
to certain exceptions, ANZ cannot pay or resolve to pay any Ordinary
Share Dividend, or undertake any Buy-Back (as defined in the Note Terms)
or Capital Reduction, until and including the next Distribution Payment
Date (unless the Distribution is paid in full within 3 Business Days of the
Distribution Payment Date).
Section 2.1.5 – 2.1.9
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TopicSummaryWhere to find
more information
Distribution
Payment Dates
The Distribution Payment Dates are, generally, 20 March, 20 June,
20 September and 20 December.
The first Distribution is scheduled to be paid on 20 September 2021. You
should note that the first Distribution Period is shorter than the normal
Distribution Period.
Section 2.1.5
Do ANZ Capital
Notes 6 have a
maturity date?
Holders should be aware that the Notes do not have a fixed maturity
date. While the Notes are scheduled to Convert into Ordinary Shares on
20 September 2030, that Conversion is subject to conditions which may
never be met. Accordingly, if the Notes are not Exchanged (via Conversion,
Redemption or Resale), they could remain on issue indefinitely. Holders
have no right to request or require an Exchange.
It is expected that the Notes will be quoted on ASX. Unless an Exchange
occurs, Holders would need to sell their Notes on ASX at the prevailing
market price to realise their investment. That market price may be less than
the Face Value, or there may be no liquid market in the Notes which may
result in the Holders suffering a loss.
Sections 2.2 – 2.5
1.2 SUMMARY OF CERTAIN EVENTS THAT MAY OCCUR WHILE THE ANZ
CAPITAL NOTES 6 ARE ON ISSUE
The diagram and table below summarise certain events that may occur while the ANZ Capital Notes 6 are on issue, and
what Holders may receive if those events occur. The events depend on a number of factors including ANZ’s share price,
the occurrence of contingencies and in some cases election by ANZ. As a result the events may not occur.
Approximately 6.7 Years
If ANZ chooses, and certain conditions
are met, Notes will be Converted,
Redeemed or Resold on this date
There are certain other events that could occur at any time which may result in Notes being Converted,
Redeemed, Resold or Written O. These are summarised in the table on the next page.
If the Mandatory Conversion
Conditions are met, Notes
will be Converted on this date
2 Years6 Months
Issue
Date
8 July
2021
20 March
2028
20 June
2028
20 September
2028
20 September
2030
Mandatory
Conversion
Date
Optional Exchange
Dates
Potentially
perpetual
1.1 KEY FEATURES OF THE OFFER AND ANZ CAPITAL NOTES 6 (CONT)
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What can
happen?
When does this happen?Is APRA
approval
needed?
7

Do
conditions
apply?
What value will you
receive for each Note
if this happens?
In what form will
that value be
provided?
Mandatory
Conversion
On 20 September 2030 (if
the Mandatory Conversion
Conditions are satisfied
on that date) or the first
Distribution Payment Date
after that date on which
the Mandatory Conversion
Conditions are satisfied
NoYesApproximately $101
8
Variable number
of Ordinary Shares
Optional
Conversion
20 March 2028,
20 June 2028 or
20 September 2028
YesYesApproximately $101
8
Variable number
of Ordinary Shares
Optional
Redemption
20 March 2028,
20 June 2028 or
20 September 2028
YesYes$100Cash
Optional Resale20 March 2028,
20 June 2028 or
20 September 2028
YesNo$100Cash
Conversion
in other
circumstances
If a Tax Event or Regulatory
Event occurs
YesYesApproximately $101
8, 9
Variable number
of Ordinary Shares
If a Change of Control
Event occurs
NoYesApproximately $101
8, 9
Variable number
of Ordinary Shares
If a Trigger Event occursNoNoDepending on the
market price of the
Ordinary Shares,
Holders are likely to
receive significantly less
than approximately
$101
10, 11, 12
Variable number
of Ordinary Shares,
capped at the
Maximum
Conversion
Number
12
Redemption
in other
circumstances
If a Tax Event or Regulatory
Event occurs
YesYes$100
8
Cash
Resale in other
circumstances
If a Tax Event or Regulatory
Event occurs
YesNo$100
8
Cash
7 Holders should not expect that APRA’s approval will be given if requested.
8 On the basis of the Conversion calculations, the value of Ordinary Shares received on Conversion may be worth more or less than approximately $101.
The number of Ordinary Shares that Holders will receive will not be greater than the Maximum Conversion Number.
9 If an Exchange occurs on a day that is not a scheduled quarterly Distribution Payment Date, Holders whose Notes are being Exchanged will also receive a
Distribution in respect of these Notes for the period from the immediately preceding Distribution Payment Date to (but excluding) the date on which the
Exchange occurs (at ANZ’s discretion and provided the conditions to payment are met).
10 Section 6.1.9 provides further detail on the circumstances in which Holders are likely to receive significantly less than $101 following Conversion due to a
Trigger Event.
11 If a Note is Written Off, that Note will not be Converted or Exchanged, all rights (including to Distributions) in respect of that Note will be terminated, and the
Holder will not have their capital repaid.
12 However, if the Notes are not Converted for any reason (including an Inability Event) into Ordinary Shares within 5 Business Days after a Trigger Event Conversion
Date, the Notes will be Written Off, meaning the Notes will never Convert or be Exchanged, all rights (including to Distributions) in respect of the Notes will be
terminated and the Holder will not have their capital repaid.
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1.3 RANKING OF NOTES IN A WINDING-UP OF ANZ
The table below illustrates how the Notes would rank upon a winding-up of ANZ, if they are on issue at the time. In the table,
a ‘higher ranking’ obligation is one which will be paid out of ANZ’s available assets in a winding-up before obligations with a
lower ranking. It may be that lower ranking securityholders, including Holders, will only have part or none of their obligations
paid (in the case of Holders, the claim for the Face Value), as there may be insufficient assets remaining to do so after higher
ranking obligations have been paid.
As shown in the table below, in a winding-up of ANZ, the Notes rank ahead of Ordinary Shares, equally among themselves,
equally with Equal Ranking Instruments (including ANZ Capital Securities) and behind all Senior Creditors of ANZ, including
depositors.
ExamplesExamples of existing ANZ obligations and securities
13
Higher ranking/
earlier priority
Senior creditorsLiabilities preferred by
law and secured debt
Liabilities in Australia in relation to protected accounts
under the Banking Act (generally, savings accounts
and term deposits) and other liabilities preferred by law
including employee entitlements and secured creditors
Unsubordinated
unsecured debt
Bonds and notes, trade and general creditors. This
includes covered bonds which are an unsecured claim
on ANZ, though they are secured over assets that form
part of the Group
Subordinated
unsecured debt
Subordinated unsecured debt obligations
Equal ranking
obligations
Preference shares and
other equally ranked
instruments
ANZ Capital Notes 6 and ANZ Capital Securities (in each
case if they have not been exchanged for Ordinary
Shares)
Where Notes are Exchanged for Ordinary Shares,
Holders have the claims of holders of Ordinary Shares.
If, following a Trigger Event Notes are Written Off,
Holders have no claim at all on ANZ, and they are
likely to be worse off than holders of Ordinary Shares.
Lower ranking/
later priority
Lower ranking
obligations
Ordinary SharesOrdinary Shares
13 This is a very simplified capital structure of ANZ and does not include every type of security or other obligation issued by ANZ. ANZ has the right to issue further
debt, deposits or other obligations or securities of any kind at any time. ANZ Capital Notes 6 do not limit the amount of senior debt, deposits or other obligations
or securities that may be incurred or issued by ANZ at any time.
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14 This is subject to a limit, currently fixed at $250,000 for the aggregate of the customer’s accounts with an ADI declared subject to the Financial Claims Scheme.
1.4 DIFFERENCES BETWEEN THE NOTES AND OTHER TYPES OF
INVESTMENTS IN ANZ
ANZ Capital Notes 6 are different from and higher risk than term deposits. They are also different from ANZ Capital Securities
(including CN1 and CN5) and Ordinary Shares. You should consider these differences in light of your investment objectives,
financial situation and particular needs (including financial and taxation issues) before deciding to apply for Notes. A table
highlighting the key differences between the Notes and CN1 is set out in Section 3.2.
Term depositCN5ANZ Capital Notes 6Ordinary Shares
Protected under the
Financial Claims Scheme
Yes
14
NoNoNo
MarginVaries from
product to
product
3.80%3.00% to 3.20%, to be
determined under the
Bookbuild
N/A
Distribution/
dividend rate
FixedFloatingFloatingVariable – as
determined by ANZ
Distribution/dividend
payment dates
Often at the
end of term
or per annum
QuarterlyQuarterlyGenerally half-yearly
– as determined by
ANZ in its absolute
discretion
Conditions to payment
of distributions/
dividends
None, subject
to applicable
laws and
any specific
conditions
Yes, subject to ANZ’s
absolute discretion and
payment conditions
Yes, subject to ANZ’s
absolute discretion and
Payment Conditions
Yes, subject to ANZ’s
absolute discretion
and applicable laws
and regulations
Distribution/dividend
restriction if
distribution/dividend
not paid
NoYes, applies to Ordinary
Shares until the next
quarterly distribution
payment date
Yes, applies to Ordinary
Shares until the next
quarterly Distribution
Payment Date
No
Frankable distribution/
dividend
No – interest
payments are
not franked
Frankable and grossed
up for a non franked
portion
Frankable and grossed
up for a non franked
portion
Frankable
Quoted on ASXNoYes, quoted as “ANZPH”Yes, ANZ Capital Notes 6
are expected to be
quoted as “ANZPI”
Yes – quoted as “ANZ”
Te r mOften between
1 month and
5 years
Perpetual, subject to
mandatory conversion
into Ordinary Shares
on 20 March 2027
(approximately 9.5 years
after its issue date)
Perpetual, subject to
Mandatory Conversion
into Ordinary Shares
on 20 September 2030
after approximately
9.25 years
Perpetual
Mandatory conversion
into Ordinary Shares
NoYesYes
See Section 2.2
N/A
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Term depositCN5ANZ Capital Notes 6Ordinary Shares
APRA written approval
required for conversion,
redemption or resale
(if applicable)
N/AYes
15
Yes
16
N/A
ANZ’s early conversion
option
NoYesYes
See Section 2.3
N/A
ANZ’s early redemption
option
NoYesYes
See Section 2.3
No
ANZ’s resale rightsNoYesYes
See Section 2.3
No
Other ANZ early
redemption options
NoYesYes
See Section 2.3
No
Trigger EventNoYesYes
See Section 2.5
N/A
Voting rightsN/ANo right to vote at
general meeting of
holders of Ordinary
Shares
No right to vote at
general meeting of
holders of Ordinary
Shares
Right to vote at
general meeting of
holders of Ordinary
Shares
RankingRefer to Section 1.3
1.5 KEY RISKS OF ANZ CAPITAL NOTES 6
Before deciding whether to apply for Notes, you should consider whether the Notes are a suitable investment for you. There
are risks associated with investing in Notes and in ANZ. Many of those risks are outside the control of ANZ and its Directors.
The key risks are detailed in Section 6 and you should read that section in full before deciding to invest. The section below
outlines the key risks associated with an investment in the Notes.
TopicSummaryWhere to find
more information
ANZ Capital
Notes 6 are
not deposit
liabilities or
protected
accounts
ANZ Capital Notes 6 are not deposit liabilities of ANZ, are not protected accounts
for the purposes of the Banking Act or any other accounts with ANZ and are not
guaranteed or insured by any person.
Section 6.1.14
Financial
market
conditions
and liquidity
of Notes
The market price of the Notes may move up or down due to various factors that
affect financial market conditions. It is possible that the Notes may trade at a
market price below their Face Value of $100. This means that Holders who seek
to sell their Notes at that time may do so at a loss.
The liquidity of the Notes may be low and the market for the Notes may be
volatile. This means that Holders may not be able to sell their Notes at an
acceptable price, at or above Face Value or at all. The market for the Notes
may be less liquid and/or more volatile than the market for Ordinary Shares
or other securities issued by ANZ or other entities.
Sections 6.1.1
and 6.1.2
15 Except for conversion on a mandatory conversion date, common equity capital trigger event, non-viability trigger event or change of control event (each as
defined in the CN5 terms).
16 Except for Conversion on a Mandatory Conversion Date, Common Equity Capital Trigger Event, Non-Viability Trigger Event or Change of Control Event.
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TopicSummaryWhere to find
more information
Distributions
may not
be paid
There is a risk that Distributions may not be paid.
If a Distribution is not paid in full on a Distribution Payment Date, Holders have
no claim or entitlement in respect of non-payment nor any right to receive that
Distribution at any later time. Non-payment is not an event of default.
Section 6.1.5
Changes in
Distribution
Rate
The Distribution Rate will move up or down over time as a result of movements in
the BBSW Rate. There is a risk that the Distribution Rate may become less attractive
when compared to the rates of return available on other investments.
Section 6.1.7
Mandatory
Conversion
may not
occur on the
Mandatory
Conversion
Date
ANZ Capital Notes 6 have no fixed maturity date but will Convert into Ordinary
Shares on 20 September 2030 if the Mandatory Conversion Conditions are
satisfied, unless Notes are otherwise Exchanged on or before that date. If these
conditions are not met on 20 September 2030, Conversion will occur on the
next Distribution Payment Date on which they are satisfied. There is a risk that
Conversion will not occur because the Mandatory Conversion Conditions are
not satisfied.
If the Mandatory Conversion Conditions are never satisfied there is a risk that
the Notes may never Convert and could remain on issue indefinitely.
Sections 2.2.2
and 6.1.8
Holders have
no right to
request early
Exchange
Holders have no right to request that their Notes be Exchanged. Unless their
Notes are Exchanged, to realise their investment, Holders would need to sell
their Notes on the ASX at the prevailing market price. That price may be less
than the Face Value, and there may be no liquid market in the Notes. The Note
Terms contain no events of default.
Section 6.1.10
Mandatory
Conversion
or Write Off
following a
Trigger Event
If a Trigger Event occurs and Notes are Converted, the number of Ordinary Shares
a Holder will receive for each Note is limited to the Maximum Conversion Number.
This means that, depending on the market price of Ordinary Shares at the time,
Holders are likely to receive significantly less than approximately $101 worth of
Ordinary Shares per Note and to suffer loss as a consequence. Where Conversion is
not effected within five Business Days after the Trigger Event Conversion Date for
any reason (including an Inability Event), the Notes will be Written Off. This means
that those Notes will never Convert or be Exchanged and all rights (including to
Distributions and to Face Value in respect of those Notes) will be terminated with
effect on and from the Trigger Event Conversion Date. A Holder’s investment will
lose all of its value, they will not have their capital repaid and they will not receive
any compensation.
A Trigger Event may occur at any time.
Sections 2.5
and 6.1.9
Ranking in a
winding-up
of ANZ
On a winding-up of ANZ, the Notes rank for payment ahead of Ordinary Shares,
equally among themselves, equally with Equal Ranking Instruments (including
ANZ Capital Securities), and behind all Senior Creditors, including depositors.
This means that, on a winding-up, there is a risk that Holders will lose all or some
of their investment. If the Notes have been Converted into Ordinary Shares prior
to a winding-up of ANZ, the Ordinary Shares received on Conversion will rank
equally with other Ordinary Shares and a holder's claim in a winding-up of ANZ
will therefore rank lower than it would have if the Notes had not been Converted.
If Notes are Written Off, those Notes will never Convert or be Exchanged and
Holders will not have their capital repaid at all.
Section 6.1.14
ANZ may
issue further
securities
There is no limit on the amount of senior debt, deposits or other obligations
or securities that may be incurred or issued by ANZ at any time, which may
affect a Holder’s ability to be repaid on a winding-up of ANZ.
Section 6.1.19
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TopicSummaryWhere to find
more information
Fluctuation
in Ordinary
Share price
The market price of Ordinary Shares will move up or down due to various factors,
including investor perceptions, domestic and worldwide economic conditions,
ANZ’s financial performance and position, and transactions affecting the share
capital of ANZ. As a result, the price used to calculate the number of Ordinary
Shares received by Holders upon Conversion may be different to the market
price of the Ordinary Shares when they are issued or thereafter.
The COVID-19 pandemic has, and will likely continue to, severely impact global,
regional and national economies and markets. The expected duration and
magnitude of the COVID-19 pandemic and its potential impacts on the economy
and the market price for Ordinary Shares are unclear.
Sections 6.1.2,
6.1.3, 6.1.4 and
6.1.8
ANZ’s financial
performance
and position
The market price of the Notes (and the Ordinary Shares into which they
can Convert) may be affected by ANZ’s financial performance and position.
For specific risks associated with an investment in ANZ, see Section 6.2.
ANZ’s financial performance and position may also affect the credit ratings
associated with ANZ’s securities, which may impact the market price and liquidity
of the Notes. ANZ’s credit rating may be revised, withdrawn or suspended by
ratings agencies at any time.
Section 6.2
1.6 WHAT IS THE OFFER AND HOW DO I APPLY
TopicSummaryWhere to find
more information
Offer StructureThe Offer comprises:
•a Reinvestment Offer;
•an ANZ Securityholder Offer;
•a Broker Firm Offer; and
•an Institutional Offer.
Information about the different types of offers and how to apply is set out in
Sections 3 and 4.
Sections 3 and 4
Reinvestment
Offer
Under the Reinvestment Offer Eligible CN1 Holders may apply to have some or all
of the CN1 registered to them at 7.00pm AEST on 27 May 2021 resold to the CN1
Nominated Purchaser for $100 per CN1 and their Resale Proceeds reinvested in Notes.
Eligible CN1 Holders can also apply for additional Notes under the ANZ
Securityholder Offer or the Broker Firm Offer.
For information on the Reinvestment Offer, including the options available to
Eligible CN1 Holders, see Section 3.
Any Participating CN1 resold to the CN1 Nominated Purchaser under the Reinvestment
Offer will be redeemed by ANZ in accordance with the CN1 terms on the Issue
Date once those Participating CN1 are held by the CN1 Nominated Purchaser.
Any Non-Participating CN1 (being those CN1 not resold to the CN1 Nominated
Purchaser under the Reinvestment Offer) will remain on issue subject to the
CN1 terms.
As at the date of this Prospectus, ANZ intends to issue a redemption notice for the
redemption of the Non-Participating CN1 on 1 September 2021. Any redemption
is subject to final approval and may be subject to conditions. If final approval is not
obtained or any conditions to the redemption are not satisfied, the redemption may
not occur.
Following the Reinvestment Offer, it is expected that the number of CN1 on issue
will be significantly reduced, which would impact on the liquidity of the CN1 while
they remain on issue.
Section 3
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TopicSummaryWhere to find
more information
CN1
Distributions
The CN1 distribution scheduled to be paid on 1 September 2021 has been split
into two distributions to facilitate the Reinvestment Offer – the First Pro Rata
Distribution and the Second Pro Rata Distribution.
The First Pro Rata Distribution of $0.8573 per CN1 is scheduled to be paid on all
CN1 on the Issue Date (which is expected to be 8 July 2021).
If you hold CN1 on the record date for the First Pro Rata Distribution (which is
expected to be 30 June 2021), then you will receive the First Pro Rata Distribution
irrespective of whether your CN1 participate in the Reinvestment Offer or not
(subject to this Prospectus not being withdrawn, the payment conditions
in the CN1 terms and ANZ's absolute discretion).
The First Pro Rata Distribution is a separate distribution payment from ANZ
and does not form part of the Resale Price.
The Second Pro Rata Distribution of $0.3655 per CN1 is scheduled to be paid on all
CN1 outstanding on 1 September 2021. If you hold CN1 on the record date for the
Second Pro Rata Distribution (which is expected to be 24 August 2021), then you
will receive the Second Pro Rata Distribution (subject to the payment conditions
in the CN1 terms and ANZ's absolute discretion). You will not receive the Second
Pro Rata Distribution in respect of any Participating CN1 as those Participating CN1
will be resold to the CN1 Nominated Purchaser before the record date for the
Second Pro Rata Distribution.
Section 3.1.10
How to ApplyTo apply for Notes, you must apply online at capitalnotes6.anz.com or through
a Syndicate Broker. See Sections 3 and 4 for further details.
Sections 3 and 4
Minimum
Application
Your Application must be for a minimum of 50 Notes ($5,000).
If you are an Eligible CN1 Holder and own less than 50 CN1, you can still apply for
Notes under the Reinvestment Offer but you must apply to reinvest all of your CN1.
Sections 3 and 4
Allocation
policy
ANZ Securityholder Applicants and Direct Reinvestment Applicants
•Allocations of Notes to Direct Reinvestment Applicants and ANZ Securityholder
Applicants will be determined by ANZ in consultation with the Joint Lead
Managers and may be scaled back if there is excess demand for the Offer.
•In the event of excess demand, ANZ’s current intention is to give preference
to Direct Reinvestment Applicants over ANZ Securityholder Applicants while
still providing for a proportion of the available Notes to be allocated to ANZ
Securityholder Applicants. How ANZ scales back Applications will depend
on the extent of Applications from Direct Reinvestment Applicants and ANZ
Securityholder Applicants.
•In the event of excess demand, it is possible that the scale back applied to
ANZ Securityholder Applicants will be greater than that applied to Direct
Reinvestment Applicants.
•If a Direct Reinvestment Applicant’s Application is scaled back, that Direct
Reinvestment Applicant will continue to hold their CN1 which are not resold
to the CN1 Nominated Purchaser under the Reinvestment Offer.
Institutional Offer and Broker Firm Offer
•Allocations to Institutional Investors will be determined by ANZ and ANZ
Securities following completion of the Bookbuild.
•Allocations to Syndicate Brokers will be determined by ANZ in consultation
with the Joint Lead Managers following completion of the Bookbuild.
•Allocations to Broker Firm Applicants by a Syndicate Broker (including in respect
of Applications under the Reinvestment Offer) are at the discretion of that
Syndicate Broker. It is possible for Applications from Broker Firm Applicants
to be scaled back by a Syndicate Broker. ANZ takes no responsibility for any
allocation, scale back or rejection that is decided by a Syndicate Broker.
Section 4.4.3
More
information
If you have any questions about the Offer or how to apply for the Notes, please call the
ANZ Information Line on 1800 113 399 (within Australia) or +61 3 9415 4010 (international)
(Monday to Friday – 8:30am to 5:30pm AEST ) or contact your Syndicate Broker or other
professional adviser who is licensed by ASIC to give such advice.
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THIS SECTION IS AN OVERVIEW OF THE
KEY FEATURES OF ANZ CAPITAL NOTES 6.
WHERE INDICATED, MORE DETAILED
INFORMATION IS PROVIDED IN OTHER
SECTIONS OF THIS PROSPECTUS AND
THE NOTE TERMS.
IF YOU WISH TO APPLY FOR NOTES,
IT IS IMPORTANT THAT YOU FIRST
READ THIS PROSPECTUS IN FULL
AND IT IS RECOMMENDED THAT YOU
SEEK PROFESSIONAL GUIDANCE
WHICH TAKES INTO ACCOUNT YOUR
PARTICULAR INVESTMENT OBJECTIVES,
FINANCIAL SITUATION AND NEEDS
FROM A PROFESSIONAL ADVISER
WHO IS LICENSED BY ASIC TO GIVE
SUCH ADVICE.
02
SECTION 02
ABOUT
ANZ CAPITAL
NOTES 6
ANZ CPICPT
About ANZ Capital Notes 6
Investment Overview
About the Reinvestment OAer
16
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KEY QUESTIONS ABOUT ANZ CAPITAL NOTES 6
2.1. Distributions
2.1.1. How will the Distribution Rate be calculated?
2.1.2. How will the Distribution be calculated for each Distribution Period?
2.1.3. What is the impact of franking credits?
2.1.4. What is the BBSW Rate?
2.1.5. When are the Distribution Payment Dates?
2.1.6. What are the Payment Conditions?
2.1.7. What is the Distribution Restriction and when will it apply?
2.1.8. Are any deductions made on the Distributions?
2.1.9. How will Distributions be paid?
2.2. Mandatory Conversion
2.2.1. When is the Mandatory Conversion Date?
2.2.2. What are the Mandatory Conversion Conditions?
2.2.3. What are the reasons for the Mandatory Conversion Conditions?
2.2.4. Until when is Mandatory Conversion deferred if the Mandatory Conversion Conditions are not satisfied?
2.2.5. How many Ordinary Shares will Holders receive on Mandatory Conversion?
2.2.6. What is the Issue Date VWAP?
2.2.7. What adjustments to the Issue Date VWAP are made to account for changes to ANZ's capital and what is their effect?
2.3. Optional Exchange by ANZ
2.3.1. What does Exchange mean?
2.3.2. When is the Optional Exchange Date?
2.3.3. What is a Tax Event?
2.3.4. What is a Regulatory Event?
2.3.5. Are there restrictions on which Exchange Method ANZ may choose?
2.3.6. What are the conditions or restrictions on Conversion as the Exchange Method?
2.3.7. How many Ordinary Shares will Holders receive if Conversion is the Exchange Method?
2.3.8. Are there any restrictions on Redemption?
2.3.9. What happens on Resale?
2.3.10. What factors will influence ANZ's decision to Exchange the Notes?
2.3.11. Can Holders request Exchange?
2.3.12. Purchases
2.4. Conversion following a Change of Control Event
2.4.1. When will a Change of Control Event occur?
2.4.2. What happens on a Change of Control Event?
2.4.3. What are the restrictions on Conversion on a Change of Control Conversion Date?
2.4.4. What happens if Conversion does not occur on a Change of Control Conversion Date?
2.5. Automatic conversion following a Trigger Event
2.5.1. What is a Trigger Event?
2.5.2. What happens following a Trigger Event?
2.5.3. How many Ordinary Shares will Holders receive if Notes are Converted on a Trigger Event Conversion Date?
2.5.4. What is the Maximum Conversion Number?
2.5.5. Is there a worked example?
2.5.6. How many Notes need to be Converted or Written Off on the occurrence of a Trigger Event?
2.6. Other
2.6.1. Can ANZ issue further Notes or other instruments?
2.6.2. What voting rights do Notes carry?
2.6.3. Can ANZ amend the Note Terms?
2.6.4. What is an Approved NOHC Event?
2.6.5. What is the ANZ Capital Notes 6 Deed Poll?
2.6.6. What if a Holder is not resident in Australia?
2.6.7. What happens if FATCA Withholding is required to be made?
2.6.8. Where Ordinary Shares are issued to a nominee, does the nominee or ANZ have any duties on a sale?
2.6.9. Is there a time limit on claims in respect of the Notes?
2.6.10. Are determinations by ANZ binding?
2.6.11. Does set-off apply to payments in respect of the Notes?
2.6.12. What is the power of attorney?
2.6.13. What are the tax implications of investing in the Notes?
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2.1 DISTRIBUTIONS
ANZ Capital Notes 6 are expected to pay quarterly floating rate non-cumulative Distributions, which are expected to be
franked at the same rate as dividends on Ordinary Shares and accordingly Holders are expected to receive a combination
of cash Distributions and franking credits until all Notes are Converted, Redeemed or Written Off. Payment of the
Distributions is at ANZ’s discretion and subject to the payment not resulting in ANZ breaching APRA’s capital adequacy
requirements or becoming (or being likely to become) insolvent, or APRA objecting to the payment (the Payment
Conditions). The Payment Conditions are described in Section 2.1.6 below.
Distributions on Notes are based on a floating rate and are non-cumulative. This means that if a Distribution or part of a
Distribution is not paid on a Distribution Payment Date, Holders have no claim or entitlement in respect of non-payment
nor any right to receive that Distribution at any later time. All payments of Distributions are subject to applicable law.
2.1.1
How will the
Distribution Rate
be calculated?
The Distribution Rate for each Distribution Period will be set on the first
Business Day of each Distribution Period and will be calculated using the
following formula:
Distribution Rate = (BBSW Rate + Margin) x (1 – Tax Rate) where:
BBSW Rate means the BBSW Rate on the first Business Day of the Distribution
Period – see Section 2.1.4;
Margin is the margin determined under the Bookbuild (expected to be in the
range of 3.00% to 3.20%); and
Tax Rate is the Australian corporate tax rate applicable to the franking
account of ANZ as at the relevant Distribution Payment Date. As at the date
of this Prospectus, the Tax Rate is 30%, although the Tax Rate may change in
future years – see Section 6.1.17.
For example, assuming the BBSW Rate on the first Business Day of the
Distribution Period is 0.03% per annum and assuming the Margin is 3.00%
per annum, then the Distribution Rate for that Distribution Period would be
calculated as follows:
BBSW Rate 0.03% per annum
Plus the Margin + 3.00% per annum
Equivalent unfranked distribution rate 3.03% per annum
Multiplied by (1 – Tax Rate) x 0.70
Indicative Distribution Rate 2.12% per annum
Clause 3.1 of
the Note Terms
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2.1 DISTRIBUTIONS (CONT)
2.1.2
How will the
Distribution be
calculated for each
Distribution Period?
Distributions scheduled to be paid on each Distribution Payment Date
will be calculated using the following formula:
Distribution = Face Value x Distribution Rate × N
365
where:
Face Value means $100 per Note;
Distribution Rate means the rate (expressed as a percentage per annum)
calculated as set out in Section 2.1.1; and
N means the number of days in the Distribution Period calculated as set out
in the Note Terms.
For example, if the Distribution Rate was 2.1210% per annum and assuming
Distributions on the Notes are fully franked, then the cash Distribution on
each Note for that Distribution Period (if the Distribution Period was for
91 days) would be calculated as follows:
Indicative Distribution Rate 2.1210% per annum
Multiplied by the Face Value x $100.00
Multiplied by the number of days
in the Distribution Period
17
x 91
Divided by 365 ÷ 365
Indicative fully franked cash Distribution
payment for the Distribution Period per Note $0.5288
Where Distributions are not fully franked, an additional cash payment is
made to compensate for the unfranked component. Details of the
additional payment are set out in Section 2.1.3.
The above example is for illustrative purposes only. Actual Distributions
may be higher or lower than this example.
The Distribution Rate for the first Distribution Period will be set on the
Issue Date and will include the Margin determined under the Bookbuild.
You should note that the Distribution Period for the first Distribution is a
shorter period of 81 days and Distribution Periods will otherwise generally
be 90 to 92 days.
Clauses 3.1, 13
and 17.2 of the
Note Terms
17 Distribution Periods will otherwise generally contain 90 to 92 days.
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2.1 DISTRIBUTIONS (CONT)
2.1.3
What is the impact
of franking credits?
Distributions are expected to be franked at the same rate as dividends
on Ordinary Shares and, accordingly, Holders are expected to receive
a combination of cash Distributions and franking credits. ANZ currently
franks Ordinary Shares at 100%. The level of franking may vary over time
and Distributions may be partially, fully or not franked.
If the potential value of the franking credits is taken into account in full,
the Distribution Rate of 2.1210% per annum in the example in Section
2.1.2 would be equivalent to an unfranked distribution rate of
approximately 3.03% per annum.
If any Distribution is not franked or only partially franked, the amount of
the cash Distribution will be increased to compensate for the unfranked
component, subject to the Payment Conditions. Clause 3.2 of the Note
Terms sets out the method of calculation for the additional payment.
For example, if the franking rate applicable to the Distribution was only
90%, then the cash Distribution on each Note for that Distribution Period
(if the Distribution Period was for 91 days) would be calculated as follows:
Indicative Distribution Rate 2.1210% per annum
Multiplied by the Face Value x $100.00
Multiplied by the number of days
in the Distribution Period
18
x 91
Divided by 365 ÷ 365
Sub total $0.5288
Divided by 1 – (Tax Rate x (1 – Franking Rate)) 0.97
Indicative partially franked cash Distribution
payment for the Distribution Period per Note $0.5452
The above example is for illustrative purposes only. Actual Distributions
may be higher or lower than this example.
Holders should be aware that the potential value of any franking credits
does not accrue at the same time as the receipt of any cash Distribution
and will depend on the individual tax position of each Holder and the
tax rules that apply at the time of each distribution.
If the corporate tax rate applicable to ANZ were to change, the cash
amount of Distributions and the amount of any franking credits would
change. For instance, if the tax rate decreases the cash amount of any
Distribution ANZ may pay would increase and the franking credits
attached to that Distribution would decrease.
The laws relating to the availability of franking may change. Holders
should refer to the Taxation Summary in Section 7 and seek professional
advice in relation to their tax position.
Sections 6.1.6
and 6.1.17
Clause 3.2
of the Note Terms
18 Distribution periods will otherwise generally contain 90 to 92 days.
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2.1 DISTRIBUTIONS (CONT)
2.1.4
What is the
BBSW Rate?
The BBSW Rate is a benchmark 3 month floating interest rate for the
Australian money market. It is used as a reference for the pricing,
rate-setting and valuation of Australian dollar financial securities and is
administered by ASX and is published on various information services.
It changes to reflect supply and demand in the cash and currency
markets. The BBSW Rate for each Distribution Period is set on the first
Business Day of the relevant Distribution Period.
The graph below illustrates the movement in the BBSW Rate over the
last 15 years. The rate on 18 May 2021 was 0.04% per annum.
3 Month BBSW Rate
0
0.5
1
1.5
2
2.5
3
3.5
4
4.5
5
5.5
6
6.5
7
7.5
8
8.5
9
A
pr 20 06
A
pr 20 07
A
pr 20 08
A
pr 20 09
A
pr 20 10
A
pr 20 11
A
pr 20 12
A
pr 20 13
A
pr 20 14
A
pr 20 15
A
pr 20 16
A
pr 20 17
A
pr 20 18
A
pr 20 19
A
pr 20 20
Apr 20 21
BBSW Bill Rate
% per annum
The above graph is for illustrative purposes only and does not indicate,
guarantee or forecast the actual BBSW Rate. The actual BBSW Rate for the
first and subsequent Distribution Periods may be higher or lower than
the rates in the above graph.
If ANZ determines that BBSW has been affected by a “Reference Rate
Disruption Event”, ANZ may select an alternative reference rate that it
considers appropriate and make other related changes to the Terms
(subject, in each case, to APRA’s prior written approval). Broadly, a
“Reference Rate Disruption Event” occurs where BBSW has been
discontinued or has ceased to be generally accepted in the Australian
market for securities such as the Notes. ANZ is required to act in good
faith and in a commercially reasonable manner in selecting an alternative
reference rate, and may consult with sources that it considers appropriate,
but may otherwise exercise its discretion.
It is possible for BBSW to become negative. If BBSW becomes negative, the
negative amount will be taken into account in calculating the Distribution
Rate. If the Distribution Rate was negative as a result, Holders would not
receive a distribution and there would be no obligation on Holders to
pay ANZ. For example, if the BBSW Rate is -1.00% per annum, the Margin
is 3.0% per annum and the Australian corporate tax rate is 30%, then the
Distribution Rate will be 1.4% per annum, calculated as follows:
Distribution Rate = (-1.00% + 3.00%) x (1 – 30%) = 1.4%
The above example is for illustrative purposes only. Actual Distributions
may be higher or lower than this example.
Clause 3.1 of
the Note Terms
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2.1 DISTRIBUTIONS (CONT)
2.1.5
When are the
Distribution
Payment Dates?
Subject to ANZ’s absolute discretion and the Payment Conditions,
Distributions are payable quarterly in arrears on the Distribution Payment
Dates. The first Distribution Payment Date is 20 September 2021.
Subsequent Distribution Payment Dates occur on 20 March, 20 June, 20
September and 20 December each year. If any of these dates are not Business
Days, then the Distribution Payment Date will occur on the next Business Day.
In addition, if Exchange occurs on a day that is not a scheduled Distribution
Payment Date (other than as a result of a Trigger Event where Holders have no
right to a Distribution), subject to ANZ’s absolute discretion and the Payment
Conditions, Holders whose Notes are being Exchanged will also receive a
Distribution in respect of those Notes for the period from the immediately
preceding Distribution Payment Date to (but excluding) the date on which
Exchange occurs.
Clauses 3.3, 3.5
and 17.2 of the
Note Terms
2.1.6
What are
the Payment
Conditions?
Distributions may not always be paid. The payment of each Distribution
is subject to ANZ’s absolute discretion and no Payment Condition existing
in respect of the relevant Distribution Payment Date.
A Payment Condition will exist where:
•the payment of Distributions will result in ANZ (on a Level 1 basis) or
the ANZ Group (on a Level 2 basis or, if applicable, a Level 3 basis) not
complying with APRA’s then current capital adequacy requirements;
•the payment of Distributions would result in ANZ becoming, or being
likely to become, insolvent for the purposes of the Corporations Act; or
•APRA objects to the payment of the Distribution.
All payments are subject to applicable law.
Clauses 3.3, 13.9
and 17.2 of the
Note Terms
2.1.7
What is the
Distribution
Restriction and
when will it apply?
If for any reason a Distribution has not been paid in full on a Distribution
Payment Date (the Relevant Distribution Payment Date), ANZ must not,
subject to certain exceptions, without approval of a Special Resolution,
until and including the next quarterly Distribution Payment Date:
•resolve to pay or pay any Ordinary Share Dividend; or
•undertake any Buy-Back (as defined in the Note Terms) or Capital Reduction,
unless the Distribution is paid in full within 3 Business Days of the Relevant
Distribution Payment Date.
Clauses 3.7 and
3.8 of the Note
Terms
2.1.8
Are any deductions
made on the
Distributions?
ANZ may deduct from any Distribution payable in accordance with the
Note Terms the amount of any tax required by law to be deducted in respect
of such amount.
ANZ may also make a deduction on account of FATCA and is not required
to pay an additional amount (or take any further action) where it has made
a deduction on account of tax or FATCA.
Clauses 13.10 and
13.11 of the Note
Terms
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2.1 DISTRIBUTIONS (CONT)
2.1.9
How will
Distributions
be paid?
Distributions are scheduled to be paid to Holders whose details are recorded
with the Registry by close of business on the relevant Record Date (as defined
in the Note Terms).
Distributions and any other amount payable will be paid by:
•electronic transfer to an Australian dollar bank account maintained
in Australia with a financial institution nominated by the Holder; or
•at ANZ’s option, if no such account is nominated, sending a cheque to
the address of the Holder.
In order to receive a payment, a Holder will need to notify the Registry by
close of business on the relevant Record Date (as defined in the Note Terms)
of an Australian dollar bank account maintained in Australia with a financial
institution to which payment should be made. If the Holder does not so notify
the Registry, or the payment does not complete, the amount will be held as a
non-interest bearing deposit until such account is nominated, claims may no
longer be made in respect of that amount or ANZ deals with the amount in
accordance with the laws relating to unclaimed moneys.
Clause 13 of the
Note Terms
2.2 MANDATORY CONVERSION
ANZ Capital Notes 6 do not have a maturity date but are scheduled to be Converted into Ordinary Shares on 20 September
2030 if the Notes have not been Exchanged prior to that date, provided that certain conditions are met. These conditions
may never be satisfied and therefore Notes may never Convert into Ordinary Shares.
2.2.1
When is the
Mandatory
Conversion Date?
The Mandatory Conversion Date is 20 September 2030 or if the Mandatory
Conversion Conditions are not satisfied on that date, the first Distribution
Payment Date on which the Mandatory Conversion Conditions are satisfied.
Clause 4.2 of the
Note Terms
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2.2 MANDATORY CONVERSION (CONT)
2.2.2
What are the
Mandatory
Conversion
Conditions?
Conversion will not occur unless all the Mandatory Conversion Conditions
are satisfied.
The Mandatory Conversion Conditions are:
•First Mandatory Conversion Condition: the VWAP on the 25th Business
Day before a potential Mandatory Conversion Date is greater than 56.00%
of the Issue Date VWAP.
•Second Mandatory Conversion Condition: the VWAP during the period
of 20 Business Days in which trading in Ordinary Shares took place before
a potential Mandatory Conversion Date is greater than 50.51% of the Issue
Date VWAP.
•Third Mandatory Conversion Condition: no Delisting Event applies
to Ordinary Shares in respect of the possible Mandatory Conversion Date.
Broadly, a Delisting Event occurs when ANZ is delisted, its Ordinary Shares
have been suspended from trading for a certain period, or ANZ is prevented
by applicable law or any other reason from Converting Notes.
The following diagram illustrates the operation of the conditions.
Mandatory
Conversion
Date
Business
Days
prior
to the
Mandatory
Conversion
Date
Note: These dates are subject to adjustments to account for any days where
trading in Ordinary Shares does not occur.
20 Day VWAP Period
211
025
First
Mandatory
Conversion
Condition
Second
Mandatory
Conversion
Condition
Third
Mandatory
Conversion
Condition
Ordinary Shares
are listed on ASX
VWAP > 50.51% of
Issue Date VWAP
VWAP > 56% of
Issue Date VWAP
Clauses 4.3, 6.1
and 17.2 of the
Note Terms
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2.2 MANDATORY CONVERSION (CONT)
2.2.3
What are the
reasons for
the Mandatory
Conversion
Conditions?
It is intended that upon a Mandatory Conversion, the Holder receives Ordinary
Shares worth approximately $101 that are capable of being sold on ASX.
There is a cap on the maximum number of shares that Holders can be issued
on conversion of an instrument such as ANZ Capital Notes 6 due to Prudential
Standards and ratings agency requirements. The maximum number is based
on the Issue Date VWAP of Ordinary Shares and, in the case of Mandatory
Conversion, is set by dividing the Face Value of the Notes by 50% of the Issue
Date VWAP.
If the price of Ordinary Shares were to fall significantly and there were no
Mandatory Conversion Conditions, the number of Ordinary Shares that
you would receive might be limited by that cap and in that case the value of
those Ordinary Shares would be likely to be less than $101. In order to give
Holders some protection against receiving Ordinary Shares worth less than
approximately $101, the First and Second Mandatory Conversion Conditions
have been included, so that where the VWAP of Ordinary Shares has fallen
to less than the specified percentage of the Issue Date VWAP, Mandatory
Conversion is deferred.
So that Holders receive Ordinary Shares on Conversion that are capable
of being sold on ASX, the Third Mandatory Conversion Condition has been
included. Essentially, it provides that if Ordinary Shares are not listed,
Mandatory Conversion is deferred.
2.2.4
Until when is
Mandatory
Conversion deferred
if the Mandatory
Conversion
Conditions are
not satisfied?
If any of the Mandatory Conversion Conditions are not satisfied, Mandatory
Conversion is deferred until the next Distribution Payment Date on which all
of the Mandatory Conversion Conditions are satisfied. Since the Mandatory
Conversion Conditions may never be satisfied, Mandatory Conversion may
never occur.
Clauses 4.2 and
4.3 of the Note
Terms
2.2.5
How many
Ordinary Shares
will Holders receive
on Mandatory
Conversion?
If Notes are Converted on the Mandatory Conversion Date, Holders will
receive a number of Ordinary Shares per Note that is equivalent to the
number calculated using the following formula:
Face Value
99% x VWAP
The VWAP for this purpose is the VWAP during the 20 Business Days on which
trading in Ordinary Shares took place before the Mandatory Conversion Date.
In the above calculation there is a small Conversion discount since selling
costs are likely to apply to the sale of Ordinary Shares on ASX.
For example, assuming the VWAP is $28.00, the number of Ordinary Shares a
Holder would receive following Conversion on a Mandatory Conversion Date
would be calculated as follows:
Face Value $100.00
Divided by VWAP x 0.99 ÷ $27.72
Ordinary Shares per Note 3.6075
Assuming the price of those Ordinary Shares on the Mandatory Conversion
Date is also $28.00, the aggregate value of those Ordinary Shares (calculated
by multiplying 3.6075 by 28.00) would be approximately $101.
The above example is for illustrative purposes only. The actual VWAP and
the number of Ordinary Shares Holders might receive on Conversion on the
Mandatory Conversion Date may be higher or lower than in this example.
Clauses 6 and
17.2 of the Note
Terms
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2.2 MANDATORY CONVERSION (CONT)
2.2.6
What is the Issue
Date VWAP?
The Issue Date VWAP is 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 Notes were issued, subject to certain
adjustments (described in Section 2.2.7 below).
Clause 17.2 of
the Note Terms
2.2.7
What adjustments
to the Issue Date
VWAP are made
to account for
changes to ANZ’s
capital and what
is their effect?
The Issue Date VWAP may be adjusted to reflect a consolidation, division or
reclassification of Ordinary Shares and pro rata bonus issues as set out in the
Note Terms (but not other transactions, including rights issues, which may
affect the capital of ANZ). Since the First Mandatory Conversion Condition
and Second Mandatory Conversion Condition are expressed in terms
of percentages of the Issue Date VWAP, an adjustment alters the VWAP
of Ordinary Shares at which those conditions would be satisfied.
However, no adjustment shall be made to the Issue Date VWAP where
such adjustment (rounded if applicable) would be less than one per cent
of the Issue Date VWAP then in effect.
Clauses 6.2 to 6.8
of the Note Terms
2.3 OPTIONAL EXCHANGE BY ANZ
ANZ Capital Notes 6 have no fixed maturity but ANZ may choose to Exchange all or some ANZ Capital Notes 6 on the
Optional Exchange Date or after a Tax Event or Regulatory Event occurs, in each case if APRA has given its approval and
certain conditions are met. In addition, ANZ (or any Related Entity of ANZ) may at any time purchase Notes in the open
market or otherwise, at any price (subject to the prior written approval of APRA).
2.3.1
What does
Exchange mean?
Exchange means:
•Notes are Converted into a variable number of Ordinary Shares with
a value
19
of approximately $101 per Note;
•Notes are Redeemed for $100 per Note;
•Notes are Resold to a purchaser nominated by ANZ (that cannot be ANZ
or a Related Entity of ANZ) for $100 per Note; or
•a combination of the above.
No Exchange elected by ANZ will occur without APRA’s prior written approval
and unless certain conditions are met.
Holders should not expect that APRA will give its approval for any Exchange.
Clauses 5 and
17.2 of the Note
Terms
2.3.2
When are
the Optional
Exchange Dates?
The Distribution Payment Date falling on 20 March 2028, 20 June 2028 or
20 September 2028.
Clause 17.2 of
the Note Terms
2.3.3
What is a
Tax Event?
Broadly, a Tax Event will occur if ANZ receives professional advice that, as a
result of:
•a change in the tax law in Australia; or
•an administrative pronouncement or ruling affecting taxation in Australia,
on or after the Issue Date (and which on the Issue Date was not expected by
ANZ to occur), there is more than an insubstantial risk which the Directors
determine to be unacceptable that ANZ would be exposed to more than an
insignificant adverse tax consequence or increased cost in relation to Notes
being on issue or any Distribution would not be a frankable distribution for
tax purposes.
Clauses 5.1 and
17.2 of the Note
Terms
19 Based on the VWAP during a period, being 20 Business Days, on which trading in Ordinary Shares took place immediately preceding the Exchange Date. The
VWAP of Ordinary Shares during the relevant period before the Exchange Date that is used to calculate the number of Ordinary Shares that Holders receive may
differ from the Ordinary Share price on or after the Exchange Date. This means that the value of Ordinary Shares received may be more or less than anticipated
when they are issued or thereafter.
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2.3 OPTIONAL EXCHANGE BY ANZ (CONT)
2.3.4
What is a
Regulatory Event?
Broadly, a Regulatory Event will occur if:
•ANZ receives legal advice that, as a result of a change of Australian law or
regulation or any statement of APRA on or after the Issue Date (and which on
the Issue Date was not expected by ANZ to occur) (a Regulatory Change),
−additional requirements (which are not insignificant) would be imposed
on ANZ; or
−there would be a negative impact on ANZ in relation to Notes which is not
insignificant and which the Directors determine to be unacceptable; or
•the Directors determine that, as a result of a Regulatory Change, ANZ is
not or will not be entitled to treat all Notes as Additional Tier 1 Capital.
Clauses 5.1 and
17.2 of the Note
Terms
2.3.5
Are there
restrictions on
which Exchange
Method ANZ
may choose?
Yes. Please see Sections 2.3.6, 2.3.7 and 2.3.8 below. In addition, where there
is an Exchange on an Optional Exchange Date and the Exchange Method is
Conversion, the Exchange Notice must be given no earlier than 25 Business
Days before the Optional Exchange Date. Where the Exchange Method is
Redemption or Resale, the notice period is only 5 Business Days.
Clause 5.2 of the
Note Terms
2.3.6
What are the
conditions or
restrictions on
Conversion as the
Exchange Method?
If ANZ wishes to Exchange Notes by Converting them, there are two types
of restrictions which apply:
•Restrictions on choosing to Convert
ANZ may not choose to Convert Notes if on the second Business Day
before the date on which an Exchange Notice is to be sent:
−the VWAP is less than or equal to 22.50% of the Issue Date VWAP; or
−a Delisting Event has occurred (see Section 2.2.2).
•Restrictions on completing the Conversion
If ANZ has sent an Exchange Notice, ANZ must not Convert the Notes if
the Second Mandatory Conversion Condition or the Third Mandatory
Conversion Condition would not be satisfied in respect of the Exchange
Date. This restriction is tested as if the Exchange Date were a possible
Mandatory Conversion Date and as if the Second Mandatory Conversion
Condition referred to 20.21% of the Issue Date VWAP.
If that occurs, ANZ will notify Holders and the Conversion will be deferred
until the next Distribution Payment Date on which the Mandatory
Conversion Conditions would be satisfied (applied on the same bases).
The percentages used in the above conditions are derived from market
precedents and the cap on the number of Ordinary Shares that are permitted
to be issued in these circumstances under the Prudential Standards and
ratings agency requirements. The cap in the case of Conversion in these
circumstances is set by dividing the Face Value of the Notes by 20% of the
Issue Date VWAP.
Clauses 5.2, 5.4
and 5.5 of the
Note Terms
2.3.7
How many
Ordinary Shares
will Holders receive
if Conversion is the
Exchange Method?
If the Notes are Converted on an Optional Exchange Date or following a Tax
Event or Regulatory Event, Holders will receive a variable number of Ordinary
Shares with a value of approximately $101 (based on a VWAP during a period
of 20 Business Days in which trading in Ordinary Shares took place before the
Conversion date).
Clauses 5 and 6
of the Note Terms
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2.3 OPTIONAL EXCHANGE BY ANZ (CONT)
2.3.8
Are there any
restrictions on
Redemption?
ANZ may only elect to Redeem Notes with APRA’s prior written approval. ANZ
is not permitted to Redeem any Note at any time unless those Notes being
Redeemed are replaced concurrently or beforehand with Tier 1 Capital of the
same or better quality as the Notes and the replacement of the Notes is done
under conditions that are sustainable for ANZ’s income capacity, or APRA is
satisfied that the capital position of the ANZ Level 1 Group, the ANZ Level 2
Group and, if applicable, the ANZ Level 3 Group is well above its minimum
capital requirements after ANZ elects to Redeem the Notes.
Clauses 5.2(c) and
7 of the Note
Terms
2.3.9
What happens
on Resale?
ANZ may only elect to Resell Notes with APRA’s prior written approval. If ANZ
elects for Notes to be Resold, subject to payment by the Purchaser of the Face
Value of those Notes, the Holder’s Notes will be transferred to the Purchaser on
the Exchange Date. If the Purchaser does not pay the Face Value of any Notes,
these Notes will not be transferred and the Holder has no claim against ANZ
as a result of the non-payment.
ANZ may appoint one or more Purchasers for the Resale on such terms as may
be agreed between ANZ and Purchaser and to the extent that any such terms
may cause the Notes to cease to be Additional Tier 1 Capital, with the prior
written approval of APRA. These may include terms as to:
•the conditions of any Resale;
•the substitution of another entity as Purchaser; and
•the terms (if any) on which any Notes acquired by a Purchaser may be
dealt with.
If ANZ appoints more than one Purchaser in respect of a Resale, all or any
of the Notes held by a Holder which are being Resold may be purchased
by any one or any combination of the Purchasers, as determined by ANZ.
ANZ may not appoint itself or a Related Entity as a Purchaser.
Clause 8 of the
Note Terms
2.3.10
What factors
will influence
ANZ’s decision
to Exchange
the Notes?
ANZ will consider a number of factors when determining whether to
Exchange all or some Notes on an Optional Exchange Date or after a Tax Event
or Regulatory Event occurs. Those factors will include, among other things,
ANZ’s regulatory capital requirements and financial condition at the time,
the market conditions prevailing at the time and the cost to ANZ of replacing
the Notes with another form of Additional Tier 1 Capital.
2.3.11
Can Holders
request Exchange?
Holders do not have a right to request Exchange.Clause 9.10(g) of
the Note Terms
2.3.12
Purchases
ANZ (or any Related Entity of ANZ) may at any time purchase Notes in the
open market or otherwise, at any price (subject to the prior written approval
of APRA).
Clause 5.6 of the
Note Terms
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2.4 CONVERSION FOLLOWING A CHANGE OF CONTROL EVENT
If a Change of Control Event occurs, ANZ must give a notice to Convert all ANZ Capital Notes 6 on issue into a number of
Ordinary Shares.
2.4.1
When will a
Change of Control
Event occur?
Broadly, a Change of Control Event occurs if steps are taken to acquire
control of ANZ by a takeover bid or a scheme of arrangement and certain
further approvals or conditions needed for the acquisition to occur or be
implemented have been met.
Clauses 4.10 and
17.2 of the Note
Terms
2.4.2
What happens
on a Change of
Control Event?
If a Change of Control Event occurs, ANZ must, subject to certain further
restrictions, give a Change of Control Conversion Notice to Convert each Note
into a number of Ordinary Shares with a value of approximately $101 (based
on the VWAP during a period, usually 20 Business Days, on which trading in
Ordinary Shares took place immediately preceding (but not including) the
Business Day before the Change of Control Conversion Date), provided certain
conditions are satisfied (see below).
20
Clauses 4.10 and
17.2 of the Note
Terms
2.4.3
What are the
restrictions on
Conversion on a
Change of Control
Conversion Date?
Following the occurrence of a Change of Control Event, ANZ may not
proceed to Convert Notes if, on the date on which Conversion is to occur
(Change of Control Conversion Date), certain further restrictions apply.
These Conversion restrictions on the Change of Control Conversion Date
apply if the Second Mandatory Conversion Condition (applied as if it referred
to 20.21% of the Issue Date VWAP) or the Third Mandatory Conversion
Condition would not be satisfied in respect of the Change of Control
Conversion Date as if the Change of Control Conversion Date were a
possible Mandatory Conversion Date.
The percentages used in the above conditions are derived from market
precedents and the cap on the number of Ordinary Shares that are permitted
to be issued in these circumstances under the Prudential Standards and
ratings agency requirements.
Clause 4.10 of the
Note Terms
2.4.4
What happens if
Conversion does
not occur on a
Change of Control
Conversion Date?
If ANZ has given a Change of Control Conversion Notice but the restrictions
prevent Conversion, ANZ will give a new Change of Control Conversion Notice
to Convert the Notes on the next Distribution Payment Date (under clause
3.5(a) of the Note Terms). Conversion will not occur if the restrictions described
in Section 2.4.3 apply on that date. This process will be repeated until a
Conversion occurs.
Section 2.4.3
Clause 4.10 of the
Note Terms
20 If Conversion occurs as a result of a Change of Control Event, the period for calculating the VWAP may be less than 20 Business Days on which trading in Ordinary
Shares took place immediately preceding (but not including) the Business Day before the Change of Control Conversion Date. See clause 17.2 (definition of
“VWAP Period”) of the Note Terms. The VWAP during the relevant period before the Change of Control Conversion Date that is used to calculate the number of
Ordinary Shares that Holders receive may differ from the Ordinary Share price on or after the Change of Control Conversion Date. This means that the value of
Ordinary Shares received may be more or less than anticipated when they are issued or thereafter.
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2.5 AUTOMATIC CONVERSION FOLLOWING A TRIGGER EVENT
ANZ Capital Notes 6 are required to be Converted following the occurrence of a Trigger Event.
The Mandatory Conversion Conditions do not apply to a Conversion following a Trigger Event. The number of Ordinary
Shares that Holders will receive on a Conversion in these circumstances will not be greater than the Maximum Conversion
Number.
A Trigger Event may occur where ANZ encounters severe financial difficulty. In the event of a Conversion following
a Trigger Event, depending on the market price of Ordinary Shares at the relevant time, Holders are likely to receive
Ordinary Shares that are worth significantly less than approximately $101 for each Note they hold and to suffer loss
as a consequence. If the Notes are not Converted for any reason (including an Inability Event) they will be Written Off,
which means those Notes will never be Converted or Exchanged, all rights in relation to those Notes will be terminated,
and Holders will not have their capital repaid.
2.5.1
What is a
Trigger Event?
There are two types of Trigger Events:
•a Common Equity Capital Trigger Event; and
•a Non-Viability Trigger Event.
Common Equity Capital Trigger Event
A Common Equity Capital Trigger Event will occur if, at any time ANZ
determines, or APRA has notified ANZ in writing that it believes, that
a Common Equity Capital Ratio is equal to or less than 5.125%.
ANZ must immediately notify APRA in writing if it makes such a determination.
The Common Equity Capital Ratio is the ratio of Common Equity Tier 1 Capital
of the ANZ Level 1 Group or the ANZ Level 2 Group (as applicable) (including
Ordinary Shares, retained earnings and certain reserves but net of Common
Equity Tier 1 Capital Deductions) to the risk weighted assets of the ANZ Level 1
Group or the ANZ Level 2 Group respectively, as prescribed by APRA.
See Section 5.4 for more information about ANZ's Common Equity Capital Ratio.
A Non-Viability Trigger Event
A Non-Viability Trigger Event will occur if, at any time:
•APRA notifies ANZ in writing that conversion or write off of Relevant
Securities is necessary because, without it, APRA considers that ANZ
would become non-viable; or
•APRA notifies ANZ in writing that it has determined that without a public
sector injection of capital (or equivalent support) ANZ would become
non-viable.
APRA has not provided specific guidance on when it will consider an entity to
be non-viable. However, APRA has indicated that non-viability is likely to arise
prior to the insolvency of an ADI. Non-viability could be expected to include
serious impairment of ANZ’s financial position and insolvency; however, it is
possible that APRA’s definition of non-viable may not necessarily be confined
to solvency or capital measures and APRA’s position on these matters may
change over time.
Sections 5.4
and 6.1.9
Clauses 4.5, 4.6,
4.9 and 17.2 of
the Note Terms
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2.5 AUTOMATIC CONVERSION FOLLOWING A TRIGGER EVENT (CONT)
2.5.2
What happens
following a
Trigger Event?
ANZ may be required to Convert a number of Notes into Ordinary Shares
following the occurrence of a Trigger Event. If a Trigger Event occurs, ANZ
must Convert the Notes immediately on that day. ANZ must notify Holders
as soon as practicable of that event occurring, but the Conversion occurs
whether or not that notice is given. Conversion in these circumstances is
not subject to the Mandatory Conversion Conditions (or any other conditions)
and so cannot be stopped for those reasons.
If Conversion has not been effected within 5 Business Days after the Trigger
Event Conversion Date for any reason (including an Inability Event), the Notes
will be Written Off with effect on and from the Trigger Event Conversion Date
and a Holder will suffer loss as a consequence.
If a Note is Written Off:
•the Note will not be Converted on that date and will not be Exchanged
on any other date; and
•the relevant Holder’s rights (including to payment of Distributions and Face
Value) in relation to such Note are immediately and irrevocably terminated
and written off.
Clauses 4.7, 4.8,
4.9, 6.1 and 6.13
of the Note Terms
2.5.3
How many
Ordinary Shares
will Holders
receive if Notes
are Converted on
a Trigger Event
Conversion Date?
If Notes are Converted on a Trigger Event Conversion Date, Holders will
receive a number of Ordinary Shares per Note that is equivalent to the number
calculated using the following formula, being subject to a cap so that the
number of Ordinary Shares received is limited to the Maximum Conversion
Number:
Face Value
99% x VWAP
The cap imposed by the Maximum Conversion Number is likely to mean that
fewer, and possibly significantly fewer, Ordinary Shares would be received by
a Holder than if this cap did not exist. This is explained further in Section 2.5.4.
The VWAP for this purpose is the VWAP during the 5 Business Days on which
trading in Ordinary Shares took place immediately preceding (but not
including) the Trigger Event Conversion Date (when the price of Ordinary
Shares may be low).
In the above calculation there is a small Conversion discount since selling
costs are likely to apply to the sale of Ordinary Shares on ASX.
Clauses 6.1 to 6.7
of the Note Terms
2.5.4
What is the
Maximum
Conversion
Number?
The Maximum Conversion Number in the case of a Trigger Event is
determined using the following formula:
Face Value
Issue Date VWAP x 0.2
This formula is derived from market precedents and the cap on the number of
Ordinary Shares that are permitted to be issued in these circumstances under
the Prudential Standards and ratings agency requirements.
This means that, depending on the market price of Ordinary Shares at the
relevant time, a Holder is likely to receive significantly less than approximately
$101 worth of Ordinary Shares per Note and is likely to suffer a loss as a
consequence.
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2.5 AUTOMATIC CONVERSION FOLLOWING A TRIGGER EVENT (CONT)
2.5.5
Is there a
worked example
illustrating how
many Ordinary
Shares a Holder
will receive
on Conversion
following a
Trigger Event?
This example illustrates how many Ordinary Shares a holder will receive per
Note following Conversion on a Trigger Event Conversion Date assuming the
VWAP is $4.50 and the Issue Date VWAP is $28.
This example is for illustrative purposes only. The actual VWAP, Issue Date
VWAP and Maximum Conversion Number may be higher or lower than in
this example and Issue Date VWAP may be adjusted after the Issue Date
in limited circumstances (see Section 2.2.7).
Step 1 – Calculate the indicative number of Ordinary Shares using
the Conversion mechanics
Face Value $100.00
Divided by VWAP x 0.99 ÷ $4.4550
Ordinary Shares per Note 22.4467
Step 2 – Calculate the Maximum Conversion Number
Face Value $100.00
Divided by Issue Date VWAP × 0.2 ÷ $5.60
Ordinary Shares per Note =17.8571
Step 3 – Assess the effect of the Maximum Conversion Number
In this example, the Maximum Conversion Number is lower than the indicative
number of Ordinary Shares a Holder would receive per Note calculated
using the Conversion formula. As a result, the Maximum Conversion Number
would cap the number of Ordinary Shares a Holder would receive per Note
at 17.8571 Ordinary Shares. If those Ordinary Shares were sold on ASX at
the same price as the VWAP (being $4.50), the Holder would receive $80.36
and have suffered a loss on their investment of $19.64.
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2.5 AUTOMATIC CONVERSION FOLLOWING A TRIGGER EVENT (CONT)
2.5.6
How many
Notes need to
be Converted or
Written Off on the
occurrence of a
Trigger Event?
If a Trigger Event occurs, ANZ must convert or write off sufficient Relevant
Securities (including some or all Notes) to restore the Common Equity Capital
Ratio to a percentage above 5.125%, or to satisfy APRA that ANZ is viable
without further conversion or write off (as applicable).
If ANZ is required to Convert some Notes, ANZ will endeavour to Convert
Notes and convert into Ordinary Shares or write off other Relevant Securities
on an approximately pro-rata basis or in a manner that is otherwise, in the
opinion of ANZ, fair and reasonable. This is subject to such adjustment as ANZ
may determine to take account of the effect on marketable parcels of Notes
and the need to round to whole numbers the number of Ordinary Shares
and any Notes or other Relevant Securities remaining on issue. In addition,
where the Relevant Securities are in different currencies, ANZ may treat the
Relevant Securities as if converted into a single currency at rates of exchange
it considers reasonable. However, this determination must not impede the
immediate Conversion of the relevant number of Notes.
Holders should be aware that:
•Relevant Securities such as Notes, CN1, CN2, CN3, CN4 and CN5 will be
converted or written off before any Tier 2 Capital instruments are converted
or written off;
•ANZ has no obligation to maintain on issue any Relevant Securities and
does not, and may never, have on issue Relevant Securities which require
them to be converted or written off before the Notes or in full; and
•where a Non-Viability Trigger Event occurs because APRA determines
that, without a public sector injection of capital or equivalent support,
ANZ would become non-viable, all the Notes will be Converted.
The Conversion of Notes into Ordinary Shares on the Trigger Event Conversion
Date following the occurrence of a Trigger Event is not subject to the
Mandatory Conversion Conditions described in Section 2.2.2 being satisfied.
This means that, due to the application of the Maximum Conversion Number,
depending on the market price of Ordinary Shares at the time, Holders are
likely to receive significantly less than approximately $101 worth of Ordinary
Shares per Note and to suffer loss as a consequence.
Clauses 4.8, 4.9
and 9.11 of the
Note Terms
2.6 OTHER
2.6.1
Can ANZ issue
further Notes or
other instruments?
ANZ reserves the right to issue further securities of any kind (whether ranking
equally with, in priority to or junior to or having different rights from the
Notes) without the consent of the Holders.
Notes do not:
•confer on Holders any right to subscribe for new securities in ANZ or to
participate in any bonus issues of shares in ANZ’s capital;
•prevent ANZ from redeeming, buying back, converting, returning capital
on or converting any securities, other than the Notes (except as described
in Section 2.1.7); and
•prevent ANZ from incurring or guaranteeing any indebtedness upon
such terms as ANZ thinks fit in its sole discretion.
Clause 9.11 of the
Note Terms
2.6.2
What voting rights
do Notes carry?
Holders do not have voting rights at a meeting of members of ANZ.Clause 10.2 of the
Note Terms
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2.6 OTHER (CONT)
2.6.3
Can ANZ amend
the Note Terms?
Subject to complying with all applicable laws, ANZ may amend the Note
Terms without the consent of Holders in circumstances including where
ANZ reasonably considers the amendment:
•is made to correct a manifest error;
•is of a formal, minor or technical nature;
•is necessary to comply with any law, the provisions of any statute or the
requirements of any statutory authority;
•is expedient for the purposes of listing or clearing the Notes;
•amends certain dates or time periods in connection with Mandatory
Conversion or Exchange; or
•in any other case, will not materially adversely affect the rights of Holders
as a whole.
ANZ may also amend the Note Terms if the amendment has been approved
by a Special Resolution.
No amendment to the Note Terms is permitted without APRA’s prior written
approval if such amendment may affect the classification of Notes as
Additional Tier 1 Capital on a Level 1, Level 2 or (if applicable) Level 3 basis.
Clause 14 of the
Note Terms
2.6.4
What is an
Approved
NOHC Event?
An Approved NOHC Event is an event initiated by the Directors which would
result in ANZ having an ultimate holding company which is a “non-operating
holding company” within the meaning of the Banking Act (NOHC) and where,
following the occurrence of that event:
•the ordinary shares of the NOHC are listed on ASX; and
•the NOHC agrees to Convert the Notes into Ordinary Shares in the NOHC
in place of ANZ's obligation to Convert the Notes into Ordinary Shares.
If an Approved NOHC Event occurs, the Note Terms may be amended to
enable the substitution of the Approved NOHC as the issuer of ordinary
shares on Conversion (including following the Mandatory Conversion Date).
The Approved NOHC will use all reasonable endeavours to procure quotation
of these shares on the securities exchange on which its other Ordinary Shares
are quoted.
The occurrence of an Approved NOHC Event does not allow ANZ to elect
to Exchange Notes nor does it entitle Holders to Exchange their Notes.
Holders do not have any right to vote on an Approved NOHC Event and
Holders have no rights to require ANZ to give an Approved NOHC Substitution
Notice.
Following the substitution of an Approved NOHC as issuer of the Ordinary
Shares on Conversion, prior to Conversion, Holders continue to hold a security
in ANZ which ranks in a winding-up of ANZ as described in the table in
Section 1.3 and which is convertible into ordinary shares in the Approved
NOHC in the same circumstances in which it would have otherwise been
converted into Ordinary Shares in ANZ. Holders do not have any claim on
the assets of the Approved NOHC or any other subsidiary of the Approved
NOHC other than following Conversion as a holder of ordinary shares in the
Approved NOHC.
There is no restriction on an Approved NOHC declaring or paying a dividend
on, or buying back or reducing capital on its ordinary shares if ANZ does not
pay a Distribution on a Note.
Clauses 9.10, 11,
14.2 and 17.2 of
the Note Terms
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2.6 OTHER (CONT)
2.6.5
What is the ANZ
Capital Notes 6
Deed Poll?
A trustee has not been appointed for ANZ Capital Notes 6. Instead, the ANZ
Capital Notes 6 Deed Poll has been made by ANZ in favour of each person
who is from time to time a Holder. The ANZ Capital Notes 6 Deed Poll gives
legal effect to ANZ’s obligations in the Note Terms.
Under the ANZ Capital Notes 6 Deed Poll, ANZ also undertakes to appoint
the Registry and procure the Registry to establish and maintain a principal
Register.
The ANZ Capital Notes 6 Deed Poll also includes provisions for meetings
of Holders.
Holders will be bound by the terms of the ANZ Capital Notes 6 Deed Poll,
the Note Terms and this Prospectus when ANZ Capital Notes 6 are issued
or transferred to them or they purchase ANZ Capital Notes 6.
Each Holder can enforce ANZ’s obligations under the ANZ Capital Notes 6
Deed Poll, including the Note Terms and the provisions for meetings,
independently of the Registry and each other.
A copy of the ANZ Capital Notes 6 Deed Poll can be obtained from
capitalnotes6.anz.com.
ANZ Capital Notes
6 Deed Poll
2.6.6
What if a Holder
is not resident
in Australia?
If the Register indicates that a Holder’s address is outside of Australia (or ANZ
believes that a Holder may not be a resident of Australia) (such a Holder, a
Foreign Holder) and that Foreign Holder’s Notes are to be Converted, ANZ
is entitled in certain circumstances to issue the relevant Ordinary Shares to a
nominee (who may not be ANZ or a Related Entity of ANZ) who will sell those
Ordinary Shares and pay a cash amount equal to the net proceeds to the
Foreign Holder.
Clauses 6.10 and
17.2 of the Note
Terms
2.6.7
What happens if
FATCA Withholding
is required to
be made?
Where a FATCA Withholding would be required or permitted to be made in
respect of Ordinary Shares issued on Conversion of Notes, ANZ may either
issue the Ordinary Shares which the Holder is obliged to accept to the Holder
of the Notes net of FATCA Withholding and issue the balance of Ordinary
Shares to a nominee or issue the Ordinary Shares which the Holder is obliged
to accept entirely to a nominee. In each case, the nominee (which may not be
ANZ or a Related Entity of ANZ) will sell the Ordinary Shares issued to it, deal
with any proceeds of their disposal in accordance with FATCA and, where the
Ordinary Shares have been issued entirely to the nominee, pay a cash amount
equal to the Proceeds net of any FATCA Withholding to the Holder.
Clause 6.11 of the
Note Terms
2.6.8
Where Ordinary
Shares are issued
to a nominee, does
the nominee or
ANZ have any
duties on a sale?
None of ANZ or the nominee owes any obligations or duties to Holders in
relation to the price at which Ordinary Shares are sold or has any liability
for any loss suffered by a Holder as a result of the sale of Ordinary Shares.
Clause 6.14 of the
Note Terms
2.6.9
Is there a time limit
on claims in respect
of the Notes?
Holders should be aware that ANZ is entitled to refuse any claim against it for
a payment under a Note where the claim is made more than 10 years (in the
case of Face Value) or 5 years (in the case of Distributions and other amounts)
from the date on which payment first became due.
Clause 13.4 of the
Note Terms
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2.6 OTHER (CONT)
2.6.10
Are determinations
by ANZ binding?
Except where there is fraud or a manifest error, any determination or
calculation which ANZ makes in accordance with these Note Terms is final
and binds ANZ, the Registry and each Holder.
Clause 13.5 of the
Note Terms
2.6.11
Does set-off
apply to payments
in respect of
the Notes?
A Holder does not have any right to set-off against ANZ in respect of any claim
by ANZ against that Holder and will have no offsetting rights or claims on ANZ
if ANZ does not pay a Distribution when scheduled under the Note Terms.
ANZ may not exercise any right of set-off against a Holder in respect of any
claim by that Holder against ANZ.
Clause 9.5 of the
Note Terms
2.6.12
What is the power
of attorney?
Each Holder agrees to appoint each of ANZ, its officers and any External
Administrator of ANZ (each an Attorney) severally to be the attorney of
the Holder with power in the name and on behalf of the Holder to sign all
documents and transfers and do any other thing as may in the Attorney’s
opinion be necessary or desirable to be done in order for the Holder to
observe or perform the Holder’s obligations under these Note Terms including,
but not limited to, effecting any transfers or Conversion of Notes, making any
entry in the Register or exercising any voting power in relation to any consent
or approval required for Conversion, Redemption or Resale or in respect of
an Approved NOHC Event or the transfer of Notes to an Approved NOHC.
Clause 9.9 of the
Note Terms
2.6.13
What are the
tax implications
of investing
in the Notes?
Information about the Australian tax consequences of investing in the Notes
is set out in Section 7.
The tax implications of investing in Notes will depend on an investor’s
individual circumstances. Potential investors should obtain their own
tax advice.
Section 7
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THIS SECTION SETS OUT:
THE OPTIONS AVAILABLE TO CN1 HOLDERS;
THE DIFFERENCE BETWEEN CN1
AND ANZ CAPITAL NOTES 6;
FURTHER INFORMATION ABOUT
PARTICIPATING IN THE REINVESTMENT OFFER
AND HOW TO REINVEST YOUR RESALE
PROCEEDS INTO ANZ CAPITAL NOTES 6; AND
THE RISKS ASSOCIATED WITH PARTICIPATING
IN THE REINVESTMENT OFFER.
03
SECTION 03
ABOUT THE
REINVESTMENT
OFFER
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37

TopicSummary
3.1 THE REINVESTMENT OFFER
3.1.1
What are CN1?
CN1 (or ANZ Capital Notes 1) are fully paid, non-cumulative, convertible, transferable, redeemable,
subordinated, perpetual, unsecured notes that were issued by ANZ on 7 August 2013. CN1 trade
on the ASX under the ASX code “ANZPD”.
3.1.2
What is the
Reinvestment
Offer?
The Reinvestment Offer is an invitation to Eligible CN1 Holders to apply to have some or all of the
CN1 registered to them at 7.00pm AEST on 27 May 2021 resold to the CN1 Nominated Purchaser
and their Resale Proceeds reinvested into Notes.
21
3.1.3
What are my
options as a
CN1 holder?
Participate in the Reinvestment Offer
Eligible CN1 Holders can apply to participate in the Reinvestment Offer. Information on how
to apply to participate in the Reinvestment Offer is set out in Section 4.
By applying to participate in the Reinvestment Offer, an Eligible CN1 Holder is:
•applying to have some or all of the CN1 that are registered to them at 7.00pm AEST on
27 May 2021 resold to the CN1 Nominated Purchaser for $100 per CN1;
•applying for a corresponding number of Notes; and
•directing the CN1 Nominated Purchaser to pay their Resale Proceeds to ANZ as the Application
Payment for those Notes.
Do not participate in the Reinvestment Offer
If you are not eligible to participate in the Reinvestment Offer, or if you are eligible but choose not
to participate, you can:
•take no action. Your CN1 will remain on issue, subject to the CN1 terms. For further detail on what
will happen to CN1 that are not resold to the CN1 Nominated Purchaser under the Reinvestment
Offer, see Section 3.1.9; or
•sell your CN1 on-market through your broker or otherwise at the prevailing market price. Where
you do so:
−you may have to pay brokerage and may receive a price greater or less than the face value of
$100 per CN1;
−you will not be entitled to receive any distributions on the CN1 you sell if you are not a CN1
holder on the relevant record date for the distribution (including the Pro Rata Distributions);
and
−if eligible, use the sale proceeds from any CN1 you sell to subscribe for Notes under the
ANZ Securityholder Offer or the Broker Firm Offer before the respective Closing Dates.
Purchase Notes under the Offer (other than under the Reinvestment Offer)
If you satisfy the eligibility requirements set out in Section 4 you can separately apply for
Notes under the ANZ Securityholder Offer or the Broker Firm Offer whether or not you apply
to participate in the Reinvestment Offer.
There are important differences between CN1 and ANZ Capital Notes 6 that Eligible
CN1 Holders should consider before applying to participate in the Reinvestment Offer.
See Section 3.2 for more information.
3.1.4
Who is the
CN1 Nominated
Purchaser?
UBS (or a permitted successor)
21 The market price of CN1 is subject to change from time to time and CN1 holders may be able to sell or dispose of their CN1 at a price higher or lower than the
price they would receive if they were to resell their CN1 under the Reinvestment Offer (being $100 per CN1). The current market price of CN1 is available at the
ASX website (asx.com.au).
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
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About the Reinvestment Offer
« CONTENTS
Investment Overview
About ANZ Capital Notes 6

TopicSummary
3.1 THE REINVESTMENT OFFER (CONT)
3.1.5
Am I eligible to
participate in the
Reinvestment
Offer?
Only Eligible CN1 Holders can apply to participate in the Reinvestment Offer.
To be an Eligible CN1 Holder, you must:
•have been a registered holder of CN1 at 7:00pm AEST on 27 May 2021;
•be shown on the CN1 register as having an address in Australia; and
•not be in the United States or acting as a nominee for, or for the account or benefit of, a US
Person or not otherwise prevented from receiving the invitation to participate in the Offer or
receiving ANZ Capital Notes 6 under the laws of any jurisdiction.
3.1.6
How do I
participate in the
Reinvestment
Offer?
Information on how to apply to participate in the Reinvestment Offer is set out in Section 4.
If you apply to have your CN1 participate in the Reinvestment Offer, you must ensure that you
do not otherwise sell or dispose of any of those CN1.
Eligible CN1 Holders who apply to participate in the Reinvestment Offer are taken to agree to
a holding lock being placed on the relevant CN1 until the Issue Date.
If CN1 that are intended to participate in the Reinvestment Offer are disposed of prior to the
Closing Date for the Reinvestment Offer, the number of Participating CN1 for a relevant holder
will be reduced to equal the number of CN1 available on the Closing Date for the Reinvestment
Offer, which is expected to be 5:00pm AEST on 30 June 2021.
An Application to participate in the Reinvestment Offer is irrevocable once submitted unless
ANZ gives notice that it will not accept the Application.
3.1.7
What is the
difference between
a Participating
CN1 and a
Non-Participating
CN1?
In this Prospectus, CN1 that are:
•resold and reinvested in Notes under the Reinvestment Offer are referred to as Participating
CN1; and
•not resold under the Reinvestment Offer are referred to as Non-Participating CN1.
3.1.8
What will happen
to the Participating
CN1?
Any Participating CN1 will be redeemed by ANZ in accordance with the CN1 terms on the Issue
Date once those Participating CN1 are held by the CN1 Nominated Purchaser.
3.1.9
What will
happen to the
Non-Participating
CN1?
Any Non-Participating CN1 will remain on issue subject to the CN1 terms.
As at the date of this Prospectus, ANZ intends to issue a redemption notice for the redemption
of the Non-Participating CN1 on 1 September 2021. Any redemption is subject to final approval and
may be subject to conditions. If final approval is not obtained or any conditions to the redemption
are not satisfied, the redemption may not occur. If CN1 are still on issue on 1 September 2023, the
CN1 will automatically convert into Ordinary Shares where the mandatory conversion conditions
set out in the CN1 terms are satisfied. If those conditions are not satisfied, the CN1 will remain on
issue until the first CN1 distribution payment date after 1 September 2023 on which the conditions
are satisfied (unless otherwise dealt with in accordance with their terms).
Following the Reinvestment Offer, it is expected that the number of CN1 on issue will be significantly
reduced, which would impact on the liquidity of the CN1 while they remain on issue.
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TopicSummary
3.1 THE REINVESTMENT OFFER (CONT)
3.1.10
What distributions
will I receive as a
CN1 holder?
The CN1 distribution scheduled to be paid on 1 September 2021 has been split into two
distributions to facilitate the Reinvestment Offer – the First Pro Rata Distribution and the
Second Pro Rata Distribution.
The First Pro Rata Distribution of $0.8573 per CN1 is scheduled to be paid on all CN1 on the Issue
Date (which is expected to be 8 July 2021). It was calculated in accordance with the CN1 terms
and will be paid in respect of the period from (and including) 1 March 2021 to (but excluding)
the Issue Date.
If you hold CN1 on the record date for the First Pro Rata Distribution (which is expected to be
30 June 2021), then you will receive the First Pro Rata Distribution irrespective of whether your
CN1 participate in the Reinvestment Offer or not (subject to this Prospectus not being withdrawn,
the payment conditions in the CN1 terms and ANZ's absolute discretion).
The First Pro Rata Distribution is a separate distribution payment from ANZ and does not form
part of the Resale Price.
The Second Pro Rata Distribution of $0.3655 per CN1 is scheduled to be paid on all CN1 outstanding
on 1 September 2021. It was calculated using the same bank bill rate as that used to calculate the
First Pro Rata Distribution and will be paid in respect of the period from (and including) the Issue
Date to (but excluding) 1 September 2021.
If you hold CN1 on the record date for the Second Pro Rata Distribution (which is expected to be
24 August 2021), then you will receive the Second Pro Rata Distribution (subject to the payment
conditions in the CN1 terms and ANZ's absolute discretion). You will not receive the Second Pro
Rata Distribution in respect of any Participating CN1 as those Participating CN1 will be resold to the
CN1 Nominated Purchaser before the record date for the Second Pro Rata Distribution.
Any payment of the Pro Rata Distributions will be made via direct credit in accordance with your
existing CN1 payment instructions. If you have not provided direct credit details, ANZ will deal with
any payment in accordance with the CN1 terms.
If you wish to change your CN1 payment instructions for the payment of any Pro Rata Distribution
you must provide updated instructions to the Registry by 5:00pm AEST on the relevant Record Date
for that Pro Rata Distribution.
3.1.11
If I apply to
participate in
the Reinvestment
Offer, will I receive
a priority allocation
of Notes?
Details on the allocation policy are set out in Section 4.3.3.
3.1.12
Can my
Application be
subject to any
scale back?
For information of any potential scale back under the Offer (including in respect of Applications
under the Reinvestment Offer), see Section 4.3.3.
3.1.13
What are the tax
implications of
participating in
the Reinvestment
Offer and will
any brokerage
or stamp duty
be payable?
A general outline of the Australian taxation implications for certain investors who are Australian
residents for tax purposes of participating in the Reinvestment Offer can be found in the Australian
taxation summary in Section 7.
No brokerage or stamp duty is payable in connection with the resale of CN1 under the
Reinvestment Offer or the reinvestment of your Resale Proceeds in Notes.
CN1 holders who choose to sell their CN1 on-market (and not have them resold under the
Reinvestment Offer) through their broker may be required to pay applicable brokerage.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
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About the Reinvestment Offer
« CONTENTS
Investment Overview
About ANZ Capital Notes 6

TopicSummary
3.1 THE REINVESTMENT OFFER (CONT)
3.1.14
Why have the
CN1 terms been
amended?
ANZ has amended the CN1 terms to facilitate the Reinvestment Offer. In particular, the
amendments enable:
•the resale of the Participating CN1 to the CN1 Nominated Purchaser for $100 per Participating
CN1;
•the redemption of the Participating CN1 on the Issue Date once they are held by the CN1
Nominated Purchaser; and
•the payment of the Pro Rata Distributions.
The amendments have been made under clause 14 of the CN1 terms.
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3.2 WHAT ARE THE KEY DIFFERENCES BETWEEN CN1 AND ANZ CAPITAL
NOTES 6?
There are a number of differences between CN1 and ANZ Capital Notes 6 which you should be aware of before deciding
to apply to participate in the Reinvestment Offer. The following table describes the key features of the Notes and CN1 and
highlights the main differences between them. You should consider these differences in light of your investment objectives,
financial situation and particular needs (including financial and taxation issues) before deciding to apply for Notes.
TopicCN1ANZ Capital Notes 6
Protected under the
Financial Claims Scheme
NoNo
Te r m
Perpetual, subject to mandatory conversion
into Ordinary Shares on 1 September 2023
(approximately 10 years after its issue date)
Perpetual, subject to Mandatory Conversion
into Ordinary Shares on 20 September 2030
(approximately 9.2 years after the Issue
Date)
22
Margin
3.40%3.00% to 3.20% to be determined under the
Bookbuild
Distribution rate
FloatingFloating
Distribution
payment dates
Half yearlyQuarterly
Rights if distributions
not fully franked
Franked, subject to gross up for any
unfranked portion
Franked, subject to gross up for any
unfranked portion
Conditions to payment
of distributions
Yes, subject to ANZ's absolute discretion
and certain payment conditions
Yes, subject to ANZ’s absolute discretion
and Payment Conditions
Distribution restriction
if distribution not paid
Yes, if a distribution is not paid ANZ must
not pay certain distributions on its Ordinary
Shares until and including the next semi-
annual distribution payment date
Yes, applies to Ordinary Shares until the
next quarterly Distribution Payment Date –
see Section 2.1.7
Transferable
Yes – quoted on ASX as “ANZPD”Yes – expected to be quoted on ASX
as "ANZPI"
Mandatory conversion
into Ordinary Shares
Yes, on 1 September 2023 if the mandatory
conversion conditions are satisfied
Yes, on 20 September 2030 if the Mandatory
Conversion Conditions are satisfied
ANZ’s early conversion
option
Yes, on 1 September 2021 with APRA’s prior
written approval
Yes, on 20 March 2028, 20 June 2028 or
20 September 2028 only, with APRA’s prior
written approval – see Section 2.3
ANZ’s early redemption
option
Yes, on 1 September 2021 with APRA’s prior
written approval
Yes, on 20 March 2028, 20 June 2028 or
20 September 2028 only, with APRA’s prior
written approval – see Section 2.3
22 ANZ Capital Notes 6 may also be Converted, Redeemed, Resold or Written Off in a number of other circumstances as described in this Prospectus.
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Investment Overview
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TopicCN1ANZ Capital Notes 6
ANZ resale rights
Yes, with APRA’s prior wrriten approvalYes, with APRA’s prior written approval –
see Section 2.3
Other ANZ early
redemption or
resale options
Tax and regulatory events with APRA’s prior
written approval
Tax and Regulatory Events with APRA’s prior
written approval – see Section 2.3
Other ANZ early
conversion options
Tax and regulatory events with APRA’s prior
written approval
Change of control
Tax and Regulatory Events with APRA’s prior
written approval – see Section 2.3
Change of Control Event – see Section 2.4
Automatic conversion
or write-off following
a trigger event
Yes, ANZ must convert CN1 if the common
equity capital ratio of the ANZ Level 1 Group
or the ANZ Level 2 Group as prescribed
by APRA falls to or below 5.125% or if a
non-viability event occurs.
If ANZ is unable to convert within 5 business
days of the trigger event, the CN1 will not be
converted but will instead be written off.
Yes, ANZ must Convert the Notes if a
Common Equity Capital Trigger Event in
respect of the ANZ Level 1 Group or the
ANZ Level 2 Group, or a Non-Viability
Trigger Event, occurs – see Section 2.5.
If the Notes are not Converted within
5 Business Days of a Trigger Event
Conversion Date for any reason (including
an Inability Event) in accordance with
the Note Terms, the Notes may be Written
Off – see Section 6.1.9.
Capital classification
Additional Tier 1 CapitalAdditional Tier 1 Capital
Voting rights
No right to vote at general meeting
of holders of Ordinary Shares
No right to vote at general meeting
of holders of Ordinary Shares
Ranking
Equal to ANZ Capital Securities, senior to
Ordinary Shares, subordinated to claims of
senior creditors (including ANZ depositors)
Equal to ANZ Capital Securities, senior to
Ordinary Shares, subordinated to claims of
Senior Creditors (including ANZ depositors)
3.3 WHAT ARE THE RISKS ASSOCIATED WITH PARTICIPATING
IN THE REINVESTMENT OFFER AND ACQUIRING NOTES?
There are certain risks associated with participating in the Reinvestment Offer and acquiring Notes, which include:
•the Resale Price for a Participating CN1 (which does not include your entitlement to the First Pro Rata Distribution)
may be less than the ASX trading price of CN1 (which may include an amount representing any accrued distribution).
Rather than participating in the Reinvestment Offer, Eligible CN1 Holders may obtain a better financial outcome by selling
their CN1 on-market and investing the proceeds in ANZ Capital Notes 6 (although any Application may be scaled back);
•if you are an Eligible CN1 Holder and you apply for Notes under the Offer (pursuant to the Reinvestment Offer or
otherwise), you may receive an allocation of ANZ Capital Notes 6. As such, you will be subject to the risks associated
with an investment in ANZ Capital Notes 6 and in ANZ, many of which are outside the control of ANZ and its Directors.
These risks are outlined in Section 6 and should be considered before you apply under the Offer (including under the
Reinvestment Offer); and
•participation in the Reinvestment Offer does not involve a simple rollover into a similar investment. ANZ Capital Notes 6
and CN1 have different benefits and risks, which must be evaluated separately. For a description of the key differences
between the two securities, see Section 3.2.
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THIS SECTION SETS OUT:
WHAT YOU MUST DO IF YOU WISH
TO APPLY FOR NOTES;
WHO THE OFFER IS MADE TO;
DETAILS OF THE BOOKBUILD AND
ALLOCATION POLICY;
DETAILS OF ASX QUOTATION AND TRADING;
AND
OTHER INFORMATION RELEVANT
TO YOUR APPLICATION.
04
SECTION 04
HOW TO
APPLY
ANZ CPICPT
Investment Overview
About the Reinvestment OAerAbout ANZ Capital Notes 6
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4.1 APPLYING FOR ANZ CAPITAL NOTES
23
4.1.1 Reinvestment Offer
Eligible CN1 Holders may apply under the Reinvestment Offer by following the Reinvestment Application instructions at
capitalnotes6.anz.com or through a Syndicate Broker, in either case after the Reinvestment Offer opens.
This Section 4.1.1 sets out how to apply under the Reinvestment Offer online at capitalnotes6.anz.com. See Section 4.1.3 for
information on how to apply under the Reinvestment Offer through a Syndicate Broker.
Who may apply?
Eligible CN1 Holders – being:
•registered holders of CN1 at 7:00pm AEST on 27 May 2021;
•who are shown on the CN1 register as having an address in Australia; and
•are not in the United States or acting as a nominee for, or for the account or benefit of,
a US Person or not otherwise prevented from receiving the invitation to participate in
the Offer or receiving ANZ Capital Notes 6 under the laws of any jurisdiction.
When to apply
•Applications will only be accepted during the Offer Period for the Reinvestment Offer
which is expected to open on 9 June 2021 and close at 5.00pm AEST on 30 June 2021.
•Eligible CN1 Holders who are clients of a Syndicate Broker should seek instructions from
their Syndicate Broker on how to participate in the Reinvestment Offer.
How to apply
•Visit capitalnotes6.anz.com and follow the Reinvestment Application instructions on that
website.
•You will need your SRN or HIN which can be found on the holding statement for your
CN1, payment advice and certain materials sent to you by ANZ in relation to the Offer.
•You must apply to reinvest a minimum of 50 CN1 in Notes (unless you hold less than that
amount of CN1).
•If you hold less than 50 CN1, you can still apply to participate in the Reinvestment Offer,
but you must apply to reinvest all of your CN1 in Notes.
•You may wish to apply for more Notes than the number of CN1 that you hold, under
the ANZ Securityholder Offer or Broker Firm Offer. Applications for additional Notes
under the ANZ Securityholder Offer or Broker Firm Offer must be for a minimum of
50 Notes ($5,000).
•If you are only applying under the Reinvestment Offer, an Application Payment is not
necessary as the Resale Proceeds will be applied to the Application Payment to the extent
required.
•If you wish to apply for additional Notes under the ANZ Securityholder Offer or Broker
Firm Offer, an Application Payment will be necessary. If you are applying under the ANZ
Securityholder Offer, your Application Payment must be made by BPAY. See Section 4.1.4
for further details on paying by BPAY.
•If you apply to participate in the Reinvestment Offer, you are taken to agree to a holding
lock being placed on the CN1 the subject of your Reinvestment Application until the
Issue Date.
•If you dispose of the CN1 the subject of your Reinvestment Application before the Closing
Date for the Reinvestment Offer, the number of your Participating CN1 will be reduced
to the number of CN1 you hold on the Closing Date for the Reinvestment Offer, which is
expected to be 5:00pm AEST on 30 June 2021.
•A Reinvestment Application is irrevocable once submitted unless ANZ gives notice that
it will not accept the Application.
•ANZ, in consultation with the Joint Lead Managers, reserves the right to reject any
Application, or to allocate any Eligible CN1 Holder a lesser number of Notes than that
which they applied for.
23 The key dates for the Offer are indicative only and may change without notice. ANZ and the Joint Lead Managers may reduce or extend any Closing Date without
notice, or withdraw the Offer at any time before ANZ Capital Notes 6 are issued.
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4.1.2 ANZ Securityholder Offer
Eligible ANZ Securityholders may apply under the ANZ Securityholder Offer by following the Securityholder Application
instructions at capitalnotes6.anz.com.
Payments must be made by BPAY. Cash, cheques and money orders will not be accepted.
Who may apply?
Eligible ANZ Securityholders – being:
•registered holders of Ordinary Shares, CN1, CN2, CN3, CN4 or CN5 at 7:00pm AEST on
27 May 2021;
•who are shown on the Register as having an address in Australia; and
•who are not in the United States or acting as a nominee for, or for the account or benefit
of, a US Person or not otherwise prevented from receiving the invitation to participate
in the Offer or receiving ANZ Capital Notes 6 under the laws of any jurisdiction.
When to apply
•Applications will only be accepted during the Offer Period for the ANZ Securityholder
Offer which is expected to open on 9 June 2021 and close at 5.00pm AEST on
30 June 2021.
How to apply
•Visit capitalnotes6.anz.com and follow the Securityholder Application instructions on that
website.
•You will need your SRN or HIN which can be found on the holding statement for your
ANZ securities, payment advice and certain materials sent to you by ANZ in relation to
the Offer.
•Your Application must be for a minimum of 50 Notes ($5,000).
•Your Application Payment should equal the number of Notes you wish to apply for
multiplied by $100 (being the Face Value of the Notes).
•Your Application Payment must be made only by BPAY. See Section 4.1.4 for further details
on paying by BPAY.
•Your Application Payment must be received by the Closing Date for the ANZ
Securityholder Offer which is expected to be 5.00pm AEST on 30 June 2021. If your
Application Payment is not received by that time, you will not receive any Notes.
•ANZ, in consultation with the Joint Lead Managers, reserves the right to reject any
Application, or to allocate any Eligible ANZ Securityholders a lesser number of Notes
than that which they applied for.
4.1.3 Broker Firm Offer
Who may apply?
•A retail client of a Syndicate Broker invited to participate through the Broker Firm Offer by
a Syndicate Broker (including retail clients who are Eligible CN1 Holders applying under
the Reinvestment Offer).
When to apply
•Completed Applications must be received by your Syndicate Broker in sufficient time
for your Syndicate Broker to process your Application on your behalf by the relevant
Closing Date.
How to apply
•You must contact your Syndicate Broker for instructions on how to apply.
•If you are applying under the Reinvestment Offer, the minimum Application amount
requirements applicable to the Reinvestment Offer apply (see Section 4.1.1). Otherwise,
your Application must be for a minimum of 50 Notes ($5,000).
•If you are only applying for Notes under the Reinvestment Offer, an Application Payment
is not necessary as the Resale Proceeds will be applied to the Application Payment to
the extent required. If you wish to apply for additional Notes, an Application Payment
will be necessary. Contact your Syndicate Broker for instructions on how to make the
Application Payment.
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Investment Overview
About the Reinvestment OfierAbout ANZ Capital Notes 6

4.1.4 B PAY payments
Application Payments under the ANZ Securityholder
Offer can only be made by BPAY. No cash or cheque
payments will be accepted. To make an Application
Payment using BPAY you will need the Biller Code and
your unique reference number. Those will be provided
to you by following the Securityholder Application
instructions at capitalnotes6.anz.com.
BPAY payments must be made from an Australian dollar
account of an Australian financial institution. You need
to check with your financial institution in relation to your
daily transaction limit and their BPAY closing times to
ensure that your Application Payment will be received by
the Closing Date for the ANZ Securityholder Offer. If your
Application Payment is not received by the Closing Date
for the ANZ Securityholder Offer, your Application will
be incomplete and will not be accepted. The Application
Payment may be made by one or more BPAY payments
over multiple days, as long as the last payment is received
by the Closing Date.
4.1.5 No cooling off rights
No cooling off rights apply to an Application for Notes.
You cannot withdraw your Application once it has been
lodged, except as permitted under the Corporations Act.
4.1.6 Representations, warranties
and acknowledgements
When lodging your Application, you will be required to give
certain representations, warranties and acknowledgements
to ANZ. In particular, you will be asked to acknowledge that
in applying for Notes ANZ has recommended that you
obtain professional guidance which takes into account
your particular investment objectives, financial situation
and needs from a professional adviser who is licensed
by ASIC to give such advice. If you do not give this
acknowledgement (by ticking the relevant box),
your Application will not be accepted by ANZ. If you
cannot, or are not sure whether you can, provide this
acknowledgement, then you should not invest in Notes.
4.1.7 Brokerage and stamp duty
No brokerage or stamp duty is payable on your
Application. You may have to pay brokerage, but will
not have to pay any stamp duty, on any later sale of your
Notes on ASX after Notes have been quoted on ASX.
4.1.8 Application Payments held on trust
All Application Payments received before Notes are issued
will be held by ANZ on trust in an account established
solely for the purposes of depositing Application
Payments received. Any interest that accrues in that
account will be retained by ANZ. After Notes are issued
to successful Applicants, the Application Payments held
on trust will be payable to ANZ.
4.1.9 Refunds
If you apply for Notes under the Offer and are not allotted
any Notes or you are allotted fewer Notes than the
number that you applied and paid for as a result of
a scale back, all or some of your Application Payment
(as applicable) will be refunded to you (without interest)
as soon as practicable after the Issue Date. For further
information on potential scale back – see Section 4.3.3.
In the event that the Offer does not proceed for any
reason, all Applicants will have their Application Payments
refunded (without interest) as soon as practicable.
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4.2 PROVISION OF PERSONAL INFORMATION
The information about you included as part of your Application is used for the purposes of processing your Application
and, if your Application is successful, to administer your Notes. For information about the acknowledgements and privacy
statement in relation to personal information that you provide to ANZ by completing an Application – see Section 8.9.
4.3 BOOKBUILD AND ALLOCATION POLICY
4.3.1 Bookbuild
The Bookbuild will be conducted by the Joint Lead Managers in consultation with ANZ. In the Bookbuild, participants will
be invited to lodge bids for a number of Notes. The Bookbuild will be conducted before the Opening Date of the Broker
Firm Offer to determine the Margin and firm Allocations of Notes to Bookbuild participants. The Bookbuild will be conducted
in the manner contemplated in this Prospectus and otherwise on the terms and conditions agreed to by ANZ and the Joint
Lead Managers in the Offer Management Agreement.
4.3.2 Settlement
The Joint Lead Managers have agreed with ANZ to bid into the Bookbuild on a broker firm basis. This means that each
Joint Lead Manager (other than ANZ Securities) is responsible for ensuring that payment is made for all Notes allocated
to them or at their direction.
The Offer Management Agreement may be terminated by the Joint Lead Managers in certain circumstances. If the Offer
Management Agreement is terminated, Bookbuild participants can withdraw their firm Allocations. For details of the fees
payable under the Offer Management Agreement – see Section 8.5.
4.3.3 Allocation Policy
Broker Firm Offer and
Institutional Offer
Allocations to Syndicate Brokers will be determined by ANZ in consultation with the Joint
Lead Managers following completion of the Bookbuild. Allocations to Broker Firm Applicants
by a Syndicate Broker (including in respect of allocations under the Reinvestment Offer) are
at the discretion of that Syndicate Broker. It is possible for Applications from Broker Firm
Applicants to be scaled back by a Syndicate Broker. ANZ takes no responsibility for any
allocation, scale back or rejection that is decided by a Syndicate Broker.
Allocations to Institutional Investors will be determined by ANZ Securities and ANZ following
completion of the Bookbuild.
ANZ Securityholder
Applicants and Direct
Reinvestment Applicants
Allocations of Notes to ANZ Securityholder Applicants and Direct Reinvestment Applicants
will be determined by ANZ in consultation with the Joint Lead Managers and may be scaled
back if there is excess demand for the Offer.
In the event of excess demand, ANZ’s current intention is to give preference to Direct
Reinvestment Applicants over ANZ Securityholder Applicants while still providing for
a proportion of the available Notes to be allocated to ANZ Securityholder Applicants.
How ANZ scales back Applications will depend on the extent of Applications from Direct
Reinvestment Applicants and ANZ Securityholder Applicants. In the event of excess demand,
it is possible that the scale back applied to ANZ Securityholder Applicants will be greater
than that applied to Direct Reinvestment Applicants.
If a Direct Reinvestment Applicant’s Application is scaled back, that Direct Reinvestment
Applicant will continue to hold their CN1 which are not resold to the CN1 Nominated
Purchaser.
Any scale back and the basis of Allocation will be announced on 8 July 2021 on ASX.
ANZ, at its discretion and in consultation with the Joint Lead Managers, reserves the right to:
•allocate to any ANZ Securityholder Applicant or Direct Reinvestment Applicant all Notes
for which they have applied;
•reject any Application by an ANZ Securityholder Applicant or a Direct Reinvestment
Applicant; or
•allocate to any ANZ Securityholder Applicant or Direct Reinvestment Applicant a lesser
number of Notes than that applied for, including less than the minimum Application
of Notes or none at all.
No assurance is given that any ANZ Securityholder Applicant or Direct Reinvestment
Applicant will receive an Allocation.
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Investment Overview
About the Reinvestment OfferAbout ANZ Capital Notes 6

4.4 ASX QUOTATION,
CONFIRMATION STATEMENTS
AND OTHER INFORMATION
4.4.1 ASX quotation
ANZ will apply to ASX for Notes to be quoted on ASX.
If ASX does not grant permission for Notes to be quoted
within three months after the date of this Prospectus,
Notes will not be issued and all Application Payments
will be refunded (without interest) to Applicants as soon
as practicable.
It is expected that Notes will begin trading on ASX
on a normal settlement basis on 9 July 2021 under
ASX code "ANZPI".
You are responsible for confirming your holding before
trading in Notes. If you are a successful Applicant and sell
your Notes before receiving your Confirmation Statement,
you do so at your own risk.
You may call the ANZ Information Line on 1800 113 399
(within Australia) or +61 3 9415 4010 (international)
(Monday to Friday – 8:30am to 5:30pm AEST ) or
your Syndicate Broker, after the Issue Date to enquire
about your Allocation. Alternatively, if you are an ANZ
Securityholder Applicant, you can check your holding
online at www.investorcentre.com. To use this facility,
you will need internet access and your HIN or SRN to
pass the security features on the website.
4.4.2 Confirmation Statements
ANZ has applied for Notes to participate in CHESS. No
certificates will be issued for Notes. ANZ expects that
Confirmation Statements for issuer sponsored holders
and confirmations for CHESS holders will be despatched
to successful Applicants by 15 July 2021.
4.4.3 Provision of bank account details for
Distributions
ANZ’s current policy is that Distributions will be paid
in Australian dollars by direct credit into nominated
Australian financial institution accounts (excluding credit
card accounts) for Holders with a registered address in
Australia. For all other Holders, ANZ’s current policy is that
Distributions will be paid by Australian dollar cheque.
4.4.4 Provision of Tax File Number or Australian
Business Number
If you are a successful Applicant who has not already
quoted your TFN or ABN and you are issued any Notes,
then you may be contacted in relation to quoting your
TFN, ABN or both.
The collection and quotation of TFNs and ABNs are
authorised, and their use and disclosure is strictly
regulated, by tax laws and the Privacy Act.
You are not required to provide your TFN or ABN. However,
ANZ may be required to withhold Australian tax at the
maximum marginal tax rate plus the Medicare levy
(currently being 47%) on the unfranked part of any
Distribution unless you have provided:
•your TFN or, in certain circumstances, your ABN; or
•notification that you are exempt from providing this
information.
Further, successful Applicants who do not have an address
in Australia registered with the Registry, or who direct the
payment of any Distribution to an address outside of
Australia, may have an amount deducted for Australian
withholding tax from any Distribution paid, to the extent
that the Distribution is not fully franked.
4.5 ENQUIRIES
4.5.1 Eligible ANZ Securityholders and eligible
CN1 Holders
If you wish to apply for Notes, it is recommended that you
seek professional guidance which takes into account your
particular investment objectives, financial situation and
needs from a professional adviser who is licensed by ASIC
to give such advice.
You can also call the ANZ Information Line on 1800 113
399 (within Australia) or +61 3 9415 4010 (international)
(Monday to Friday – 8:30am to 5:30pm AEST ) if you:
•have further questions on how to apply for ANZ Capital
Notes 6;
•require assistance to complete your Application; or
•have any other questions about the Offer.
4.5.2 Broker Firm Applicants
If you have further questions about your application under
the Broker Firm Offer, please call your Syndicate Broker.
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THIS SECTION SETS OUT:
A DESCRIPTION OF ANZ’S BUSINESS
INCLUDING SUMMARY FINANCIAL
INFORMATION;
FINANCIAL INFORMATION DEMONSTRATING
THE EFFECT OF THE OFFER ON ANZ; AND
A DESCRIPTION OF ANZ’S CAPITAL
MANAGEMENT AND CAPITAL RATIOS,
FUNDING AND LIQUIDITY.
05
SECTION 05
ABOUT
ANZ
ANZ CPICPT
Investment Overview
About the Reinvestment OAerAbout ANZ Capital Notes 6
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
50

5.1 OVERVIEW OF ANZ
The ANZ Group began its Australian operations in 1835
and its New Zealand operations in 1840. ANZ is a public
company limited by shares incorporated in Australia and
was registered in the State of Victoria on 14 July 1977.
ANZ’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
Company Number is 005 357 522.
The ANZ Group provides a broad range of banking and
financial products and services to retail, small business,
corporate and institutional customers. Geographically,
its operations span Australia, New Zealand, a number of
countries in the Asia Pacific region, the United Kingdom,
France, Germany and the United States.
As at 31 March 2021, the ANZ Group had total assets of
approximately A$1,018.3 billion, and shareholders’ equity
excluding non-controlling interests of approximately
A$62.6 billion. In terms of total assets among banking
groups, the ANZ Group ranked second in Australia
24
and
first in New Zealand
25
as at 31 March 2021. ANZ’s principal
ordinary share listing and quotation is on the ASX. Its
ordinary shares are also quoted on the New Zealand Stock
Exchange (NZX). At the close of trading on 31 March 2021,
ANZ had a market capitalisation of approximately A$80.2
billion which ranked among the top six largest companies
listed on the ASX.
Principal activities of the ANZ Group
The Group operates on a divisional structure with five
continuing divisions: Australia Retail and Commercial,
Institutional, New Zealand, Pacific, and TSO and
Group Centre.
The divisions reported below are consistent with
operating segments as defined in AASB 8 Operating
Segments and with internal reporting provided to
the chief operating decision maker, being the Chief
Executive Officer.
As of 31 March 2021, the principal activities of the five
continuing divisions were:
Australia Retail and Commercial
The Australia Retail and Commercial division comprises
the Retail and Commercial and Private Bank business units.
•Retail provides products and services to consumer
customers in Australia via the branch network,
mortgage specialists, contact centres and a variety
of self-service channels (internet banking, phone
banking, ATMs, website and digital banking) and
third party brokers.
•Commercial and Private Bank provides a full range
of banking products and financial services, including
asset financing, across the following customer
segments: medium to large commercial customers
and agribusiness customers across regional Australia,
small business owners and high net worth individuals
and family groups, in addition to financial planning
services provided by salaried financial planners and
investment lending secured by approved securities.
Institutional
The Institutional division services government, global
institutional and corporate customers across three
product sets: Transaction Banking, Corporate Finance
and Markets.
•Transaction Banking provides working capital and
liquidity solutions including documentary trade,
supply chain financing, commodity financing as well
as cash management solutions, deposits, payments
and clearing.
•Corporate Finance provides loan products, loan
syndication, specialised loan structuring and
execution, project and export finance, debt structuring
and acquisition finance and corporate advisory.
•Markets provide risk management services on foreign
exchange, interest rates, credit, commodities and
debt capital markets in addition to managing the
Group's interest rate exposure and liquidity position.
New Zealand
The New Zealand division comprises the Retail and
Commercial business units.
•Retail provides a full range of banking and wealth
management services to consumer, private banking
and small business banking customers. It delivers
services via internet and app-based digital solutions
and a network of branches, mortgage specialists,
relationship managers and contact centres.
•Commercial provides a full range of banking services
including traditional relationship banking and
sophisticated financial solutions through dedicated
managers focusing on privately owned medium to
large enterprises, the agricultural business segment,
and government and government-related entities.
Pacific
The Pacific division provides products and services to retail
customers, small to medium-sized enterprises, institutional
customers and governments located in the Pacific Islands.
Products and services include retail products provided
to consumers, traditional relationship banking and
sophisticated financial solutions provided to business
customers through dedicated managers.
TSO and Group Centre
TSO and Group Centre division provides support to
the operating divisions, including technology, group
operations, shared services, property, risk management,
financial management, strategy, marketing, human
resources and corporate affairs. The Group Centre
includes residual components of Group divestments,
Group Treasury, Shareholder Functions and minority
investments in Asia.
24 Source: Commonwealth Bank of Australia results announcement for the financial half year ended 31 December 2020; National Australia Bank results
announcement for the financial half year ended 31 March 2021, Westpac Banking Corporation results announcement for the financial half year ended
31 March 2021.
25 Source: Reserve Bank of New Zealand Bank Financial Strength Dashboard (https://bankdashboard.rbnz.govt.nz/summary) for the quarter ending
31 December 2020.
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5.2 ANZ GROUP STRATEGY
Our strategy is focused on improving the financial wellbeing of our customers; having the right people who listen, learn and
adapt; putting the best tools and insights into their hands; and focusing on those few things that we believe really add value
to customers and doing them right the first time.
In particular, we want to help customers:
•save for, buy and own a liveable home;
•start or buy and grow their business and adopt sustainable business practices; and
•move capital and goods around the region and adopt sustainable business practices.
In doing so, we seek to improve the financial wellbeing of our customers, people and communities by helping them
make the most of their money throughout their lives; supporting household, business and financial practices that improve
environmental sustainability; and improving the availability of suitable and affordable housing options for all Australians
and New Zealanders.
PURPOSE
Our purpose is to shape a world where people and communities thrive
Strategic
Imperatives
Strategy
Creating value for
our stakeholders
Create a simpler,
better capitalised,
better balanced bank
Improving the financial wellbeing of customers
Decent returns
for shareholders
Build a superior
experience for our
people and customers
in order to compete
in the digital age
looking to save
for, buy and own
a home
looking to start,
buy and grow
a business
looking to move
capital and goods
around the region
Great experience
for customers
Focus our efforts
where we can carve
out a winning position
with people who listen,
learn and adapt
with the best tools
and insights
Engaged, adaptable
& capable employees
Drive a purpose
and values led
transformation
of the Bank
with flexible, resilient, digital infrastructure that
supports great customer experience at lower cost
Improved financial
wellbeing, housing
and environmental
sustainability
outcomes for
customers and
communities
5.3 FINANCIAL INFORMATION ABOUT ANZ
5.3.1 2020 Financial Year
The Group’s statutory profit after tax for the year ended 30 September 2020 attributable to the shareholders of ANZ was
$3,577 million, compared to $5,953 million for the year ended 30 September 2019, a decrease of 40%. The dividend for the
year ended 30 September 2020 was 60 cents per Ordinary Share (fully franked) compared to 160 cents per Ordinary Share
(partially franked) for the year ended 30 September 2019 representing a decrease of 63%.
5.3.2 2021 Interim results
The Group’s statutory profit after tax for the half year ended 31 March 2021 attributable to the shareholders of ANZ was
$2,943 million compared to $1,545 million for the half year ended 31 March 2020, an increase of 90%. The 2021 interim
dividend of 70 cents per Ordinary Share (fully franked) represented an increase from the 2020 interim dividend of 25 cents.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
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5.3.3 Historical results
The profit information in Sections 5.3.1 and 5.3.2 is
historical information and is not a forecast of results
to be expected in future periods.
5.3.4 Impact of the Offer on ANZ’s consolidated
balance sheet
The issue of the Notes will increase the Group’s
subordinated debt and cash by approximately $985 million
($1 billion gross proceeds of the Offer, less approximately
$15 million of Offer costs) with no impact on the Group’s
net assets or shareholders’ equity.
If all CN1 are either resold to the CN1 Nominated
Purchaser under the Reinvestment Offer and
consequently redeemed by ANZ or redeemed on 1
September 2021 (the CN1 optional exchange date),
the Group’s subordinated debt and cash would reduce
by approximately $1.12 billion, with no impact on the
Group’s net assets or shareholders’ equity.
On a net basis, the Offer of the Notes and the redemption
of all of the CN1 would reduce the Group’s subordinated
debt and cash by approximately $135 million. However,
ANZ does not expect that all CN1 holders will elect
to participate in the Reinvestment Offer. The Offer of
the Notes and any redemption of the CN1 under the
Reinvestment Offer or on the CN1 optional exchange
date will not have a material impact on the Group’s
financial position.
The impact has been prepared in accordance with the
measurement and recognition requirements of Australian
Accounting Standards and other mandatory reporting
requirements in Australia.
ANZ may raise more or less than $1 billion under
the Offer and not all CN1 holders may choose to
participate in the Reinvestment Offer. As at the date
of this Prospectus, ANZ intends to issue a redemption
notice for the redemption of all remaining CN1 on 1
September 2021. Any redemption is subject to final
approval and may be subject to conditions. See section
3.1.9 for further details. In any of these scenarios, the
figures referred to above will be impacted accordingly.
5.4 CAPITAL ADEQUACY
5.4.1 Prudential regulation
APRA is the prudential regulator of the Australian financial
services industry.
ANZ is regulated by APRA because of its status as an
ADI. APRA’s Prudential Standards aim to ensure that ADIs
(including ANZ) remain adequately capitalised to support
the risks associated with their activities, absorb losses and
to generally protect Australian depositors.
To ensure that ADIs are adequately capitalised on both
a standalone and group basis, APRA adopts a tiered
approach to the measurement of an ADI’s capital
adequacy by assessing the ADI’s financial strength
at three levels:
•Level 1 – the ADI on a standalone basis (i.e. ANZ
and specified subsidiaries which are considered to
form the ADI’s Extended Licensed Entity). This is the
ANZ Level 1 Group;
•Level 2 – the consolidated banking group (i.e. the
consolidated group less certain subsidiaries and
associates that are excluded under APRA’s Prudential
Standards). This is the ANZ Level 2 Group; and
•Level 3 – the conglomerate group at its widest level;
that is, ANZ and all its related bodies corporate.
ANZ must also comply with a common framework issued
by the Basel Committee for the calculation of capital
adequacy, and the risk weighting of assets, for banks
worldwide (the Basel Framework). The objective of
the Basel Framework is to develop capital adequacy
guidelines that are more accurately aligned with the
individual risk profile of banks.
The Basel Framework requires ADIs to hold a certain level
of regulatory capital against its risk weighted assets (RWA).
An ADI calculates its RWA number by weighting its assets
(through applying a percentage factor) to reflect the risk
of loss to the ADI from those assets, in particular from
non-payment.
For more information on ANZ’s and the Group’s capital
ratios as at 31 March 2021 and the effect of the Offer,
see Sections 5.4.6 and 5.4.7.
5.4.2 Basel III Framework
ANZ has been accredited by APRA to use the Advanced
Internal Ratings Based (IRB) methodology for calculating
credit RWA and the Advanced Measurement Approach
for calculating operational RWA equivalent. The credit
risk weightings for a bank accredited to use the IRB
methodology are generally lower than the weightings
applied to a bank that does not have that accreditation
and so must use a standard set of risk weightings set by
APRA (the standardised approach). APRA views Basel III
requirements as a minimum standard and has accordingly
set higher requirements in some areas for ADIs using the
IRB methodology (IRB ADIs).
5.4.3 Prudential Capital Classification
APRA currently classifies an ADI’s regulatory capital
into three tiers for supervisory purposes – referred to
as Common Equity Tier 1 Capital, Additional Tier 1 Capital
and Tier 2 Capital.
Common Equity Tier 1 Capital comprises the highest
quality components of capital and includes shareholders’
equity adjusted for items which APRA does not allow as
regulatory capital or classifies as lower forms of regulatory
capital. The ratio of Common Equity Tier 1 Capital to RWA
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is called the Common Equity Capital Ratio.
Additional Tier 1 Capital comprises certain securities
not classified as Common Equity Tier 1 Capital but with
loss absorbing characteristics including that, at the time
of “non-viability” of an ADI, these instruments will be either
converted to ordinary shares or written off (such as ANZ
Capital Securities and the ANZ Capital Notes 6). Additional
Tier 1 Capital together with Common Equity Tier 1 Capital
constitutes Tier 1 Capital and the ratio of Tier 1 Capital
to RWA is called the Tier 1 Capital Ratio.
Tier 2 Capital consists of subordinated instruments and,
whilst a lesser form of capital than Tier 1 Capital, still has
a capacity to absorb losses and contributes to the overall
capital framework. Tier 2 Capital will also be converted to
ordinary shares or written off at the time of 'non-viability'
of an ADI. Tier 2 Capital together with Tier 1 Capital
constitutes Total Capital and the ratio of Total Capital
to RWA is called the Total Capital Ratio.
APRA has confirmed that the Notes will constitute
Additional Tier 1 Capital for the purposes of ANZ’s
regulatory capital requirements.
5.4.4 APRA's Common Equity Capital
Ratio requirements
Minimum Capital Ratios
APRA’s Basel III Prudential Standards currently require a
minimum Common Equity Capital Ratio of 4.5%, although
APRA may require ADIs, such as ANZ, to maintain a higher
capital ratio which may not be disclosed (Prudential
Capital Ratio or PCR). APRA also requires ADIs to hold
Common Equity Tier 1 Capital buffers (Combined Capital
Buffers) consisting of:
•a capital conservation buffer (CCB) of 2.5%, unless APRA
determines otherwise; plus
•an additional capital buffer of 1.0% from 1 January 2016
given APRA has determined that ANZ is an important
bank to the Australian financial system (otherwise
known as a ‘domestic systemically important bank’
or a D-SIB); plus
•a counter-cyclical capital buffer (CCyB). In respect
of Australian exposures the buffer is currently 0%,
although it may vary over time up to 2.5% in response
to market conditions. Regulators in some jurisdictions
in which ANZ operates have set counter-cyclical capital
buffers that apply to exposures in that jurisdiction, and
as such apply to ANZ. As at 31 March 2021, the weighted
average aggregate of non- Australian counter-cyclical
capital buffers that apply to ANZ was 0%.
Volatility in the Common Equity Capital Ratios can be
expected to arise in the future reflecting the build-up of
current year earnings in normal conditions which increase
the ratio and the subsequent payment of Ordinary Share
Dividends (generally in July and December of each year)
which decrease the ratio.
References to the minimum capital ratio, which is the
aggregate of the PCR and the Combined Capital Buffers
(Minimum Capital Ratio), applicable under APRA’s
Prudential Standards are to general minima applying
under the APRA Prudential Standards, rather than specific
minima applying to ANZ.
The differences between the Common Equity Capital
Ratios for the ANZ Level 1 Group and ANZ Level 2 Group
relate principally to the capital held within offshore
banking subsidiaries and the treatment of insurance and
funds management subsidiaries at Level 1. So long as ANZ
is able to apply the Group's capital management strategy
to those subsidiaries, including repatriating dividends
from those subsidiaries (with the approval of the local
regulator), ANZ would expect that those capital ratios
would move in a similar way. However there are instances
where the Level 1 and Level 2 capital ratios may diverge
and regulatory developments (such as those described
below) may increase the divergence.
The ANZ Level 1 Group's Common Equity Capital
Ratio has been impacted by the reduced dividends
from its New Zealand subsidiary as a result of the RBNZ’s
restrictions on the amount of dividends that New Zealand
banks could pay as well as the RBNZ’s requirements for
New Zealand banks to hold more capital. The Level 1 and
Level 2 Common Equity Capital Ratios may also diverge
further as APRA’s proposed revisions to the capital
treatment of an ADI’s banking and insurance subsidiaries
at Level 1 are implemented. These regulatory
developments are described in more detail in section
5.4.5 below.
Restrictions on the Payment of Distributions
If the Common Equity Capital Ratio for an ADI on
a Level 1 or Level 2 basis falls below the Minimum Capital
Ratio, which is currently 8% under APRA’s Prudential
Standards for a D-SIB (although it may be higher for
individual ADIs), then the ADI is limited in the amount of
relevant current year post-tax earnings (adjusted to add
back expenses for Tier 1 Capital Distributions (as defined
below) paid in the immediately preceding 12 months)
that it can pay as discretionary bonuses to staff;
distributions on Additional Tier 1 Capital instruments
(including the Notes) and dividends and share buy-backs
on Ordinary Shares (Tier 1 Capital Distributions).
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The amount of adjusted current year post tax earnings that can be paid as Tier 1 Capital Distributions (including Distributions
on the Notes) (Maximum Distributable Amount) is limited in accordance with the table below, after taking into account
other Tier 1 Capital Distributions paid in the 12-month period immediately preceding the relevant payment date and actual
and forecast capital raisings agreed with APRA.
The Combined Capital Buffer is divided into four quartiles for determining the maximum percentage of adjusted current year
post-tax earnings that an ADI is able to distribute when its Common Equity Capital Ratio falls within the relevant quartile:
Common Equity Capital RatioMaximum Distributable Amount
Above the top of the Combined Capital Buffers
(>PCR + Combined Capital Buffers)
100%
Within the fourth quartile of the Combined Capital Buffers
(>PCR +0.75% of the Combined Capital Buffers to ≤PCR + Combined
Capital Buffers)
60%
Within the third quartile of the Combined Capital Buffers
(>PCR +0.50% of the Combined Capital Buffers to ≤PCR + 0.75% of the
Combined Capital Buffers)
40%
Within the second quartile of the Combined Capital Buffers
(>PCR +0.25% of the Combined Capital Buffers to ≤PCR + 0.50% of the
Combined Capital Buffers)
20%
Within the first quartile of the Combined Capital Buffers
(PCR to ≤PCR + 0.25% of the Combined Capital Buffers)
0%
An ADI may apply to APRA to make payments in excess of the Maximum Distributable Amount. APRA will only grant
approval where it is satisfied that an ADI has established measures to raise capital equal to or greater than the amount above
the constraint that it wishes to distribute. Australian Corporations law does not limit the sources of payment of Distributions
on the Notes to the profits of a particular year or period.
5.4.5 Regulatory Developments
Unquestionably strong capital requirements
The Australian Government completed a comprehensive inquiry into Australia’s financial system in 2014 (the Financial
Services Inquiry or FSI) which included a number of key recommendations that could have an impact on regulatory
capital levels. APRA's key initiatives in support of the recommendations include:
•In July 2017, APRA released an information paper outlining its assessment on the additional capital required for
the Australian banking sector to be considered ‘unquestionably strong’ as originally outlined in the FSI final report
in December 2014. APRA indicated that in the case of the four major Australian banks, this equated to a benchmark
Common Equity Capital Ratio, under the current capital adequacy framework, of at least 10.5% from 1 January 2020.
•APRA is consulting on a number of proposals in relation to revisions to the risk-weighting framework for credit risk,
operational risk, market risk and interest rate risk in the banking book requirements.
•In December 2020, APRA released an updated consultation paper regarding proposed changes to the capital framework
for ADIs aimed at embedding ‘unquestionably strong’ levels of capital, improving the flexibility of the framework, and
improving the transparency of ADI capital strength. These proposals are expected to be implemented from 1 January
2023. Key aspects of APRA’s latest December 2020 proposals are:
−Increased alignment with the internationally agreed Basel Framework;
−Implementing more risk-sensitive risk weights for residential mortgage lending;
−The introduction of a capital floor that limits the RWA outcome for IRB ADIs, including ANZ, to no less than 72.5%
of the equivalent RWA outcome under the standardised approach;
−Improving the flexibility of the capital framework through the introduction of a default level of the CCyB of 1.0%
of RWA and increasing the CCB for D-SIBs by 1.5% (from 2.5% to 4.0%). If implemented, this would increase the
Minimum Capital Ratio (which includes the Combined Capital Buffers) to 10.5% from 8% currently;
−Improving the transparency and comparability of ADIs’ capital ratios, including by requiring IRB ADIs to also publish
their capital ratios under the standardised approach; and
−Implementing a minimum leverage ratio for IRB ADIs of 3.5%. The leverage ratio would be calculated as an ADI's Tier 1
Capital divided by the ADI's total on and off-balance sheet exposures. It is designed to complement the risk-based
capital framework by limiting the amount of debt that can be used to fund bank lending.
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APRA has indicated in its proposals that it expects a
decrease in RWA by approximately 10% for IRB ADIs, but
that this would be offset by the increased capital allocation
to the Combined Capital Buffers. APRA has also indicated
that, as ADIs are currently meeting the ‘unquestionably
strong’ benchmarks, it is not APRA’s intention to require ADIs
to raise additional capital. Accordingly, APRA has sought
to calibrate the proposed capital requirements for ADIs,
measured in dollar terms, to be consistent at an industry
level with the existing ‘unquestionably strong’ capital
benchmarks for ADIs under the current capital framework.
The impact of these proposed changes on individual
ADIs (including ANZ), however, will vary depending on
the final form of requirements implemented by APRA.
APRA’s proposed revisions to ADI’s
capital adequacy requirements
In October 2019, APRA released a discussion paper on
draft revisions to the prudential standard APS111 Capital
Adequacy: Measurement of Capital for consultation. The
most material change from APRA’s proposal is in relation
to the treatment of capital investments for each banking
and insurance subsidiary at Level 1 with the tangible
component of the investment changing from a 400%
risk weighting to:
•a 250% risk weighting up to an amount equal to 10%
of ANZ’s net Level 1 Common Equity Tier 1 Capital; and
•the remainder of the investment will be treated as a
Common Equity Tier 1 Capital Deduction.
In May 2021 APRA released a response to submissions in
relation to the discussion paper which confirmed that
APRA intends to continue to implement these proposals.
The proposed implementation date for these revisions has
been deferred by APRA to January 2022.
ANZ is reviewing the implications for its current investments.
The net impact on the Group is unclear and will depend
upon a number of factors including:
•the final form of the prudential standard;
•the capitalisation of the affected subsidiaries at the time
of implementation; and
•the effect of possible management actions that may
offset the impact of these proposals.
Based on ANZ’s current investment in its affected
subsidiaries and in the absence of any offsetting
management actions, the implementation of these
proposals could reduce the Common Equity Capital Ratio of
the ANZ Level 1 Group by up to approximately $2 billion
(approximately 0.6%). There is no impact on the Common
Equity Capital Ratio for the ANZ Level 2 Group arising from
these proposed changes.
The RBNZ review of capital requirements
In December 2019, the RBNZ announced its capital review
policy decisions for New Zealand banks. In November
2020, the RBNZ released for consultation its draft Banking
Prudential Requirements for these capital policy changes.
The key requirements include:
•a tier 1 capital requirement of 16% of RWA for ANZ's
New Zealand banking subsidiary ANZ Bank New
Zealand Limited (ANZ New Zealand) of which up
to 2.5% of this could be in the form of additional tier 1
capital. ANZ New Zealand’s total capital requirement
remains at 18% of RWA of which up to 2% can be
tier 2 capital;
•redeemable preference shares are allowable as additional
tier 1 capital;
•increasing RWA outcomes for IRB banks to
approximately 90% of what would be calculated
under the standardised approach; and
•implementation over a transition period concluding
on 1 July 2028.
RBNZ announcement on actions to support
the banking system
In April 2020, the RBNZ announced that to further
support the stability of the financial system during
the period of economic uncertainty brought about
by the COVID-19 pandemic, New Zealand’s retail banks
agreed with the RBNZ that during that period there
would be no payment of dividends on ordinary shares
and that they should not redeem non-common equity
tier 1 capital instruments.
In March 2021, the RBNZ announced that these
restrictions on dividends and the redemption of non-
common equity tier 1 capital instruments would be eased.
As a result, ANZ New Zealand is now able to pay up to
50% of its earnings as dividends to shareholders. These
restrictions will remain in place until 1 July 2022, at which
point the RBNZ intends to remove the restrictions, subject
to prevailing economic conditions.
The impact of regulatory developments
is uncertain
Given the number of items that are yet to be finalised
by APRA and the RBNZ, the final outcome of APRA's
Unquestionably Strong capital requirements and any
further changes to APRA’s or the RBNZ's prudential
standards, the impact on the Group remains uncertain.
5.4.6 The ANZ Group’s Common Equity
Capital Ratio
The Common Equity Capital Ratios of the ANZ Level 1
and Level 2 Groups were 12.2% and 12.4% at 31 March
2021 respectively.
ANZ is currently targeting a Common Equity Capital
Ratio above 10.5%. ANZ gives no assurance as to what
its Common Equity Capital Ratio for the ANZ Level 1
Group or ANZ Level 2 Group will be at any time. These
ratios may be significantly impacted by the currently
proposed or future regulatory changes, unexpected
events affecting ANZ's business, operations and financial
condition, any acquisitions or capital reductions and by
APRA’s prescriptions for the determination of the ratios
at Level 1 or Level 2. Following the finalisation of the
prudential standards described in section 5.4.5 above,
ANZ's Common Equity Capital Ratios, and the buffers
of Common Equity Tier 1 Capital ANZ holds above the
Common Equity Capital Trigger and Minimum Capital
Ratio, may differ from current levels.
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