Appendix 3B

This appendix is available as an online form
Only use this form if the online version is not available +Rule 3.10.3

+ See chapter 19 for defined terms
5 June 2021 Page 1
Appendix 3B
Proposed issue of +securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are
in an existing class of security, and the event timetable includes rights (or entitlement for non-
renounceable issues), and deferred settlement trading or a representation of such, ASX requires the
issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading.
This code will be different to the existing class. If the securities do not rank equally with the existing
class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.
Further information on the requirement for the notification of an ISIN is available from the Create
Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 2
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named)
give ASX the following
information about a proposed
issue of
+
securities and, if ASX
agrees to
+
quote any of the
+
securities (including any
rights) on a
+
deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules.
If the +securities are being
offered under a +disclosure
document or +PDS and are
intended to be quoted on ASX,
we also apply for quotation of
all of the +securities that may
be issued under the
+disclosure document or
+PDS on the terms set out in
Appendix 2A of the ASX
Listing Rules (on the
understanding that once the
final number of +securities
issued under the +disclosure
document or +PDS is known,
in accordance with Listing
Rule 3.10.3C, we will complete
and lodge with ASX an
Appendix 2A online form
notifying ASX of their issue
and applying for their
quotation).
Australia and New Zealand Banking Group Limited
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
ABN 11 005 357 522
1.3 *ASX issuer code ANZ
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous announcement
☐ A cancellation of a previous announcement
1.4a *Reason for update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”. A reason
must be provided for an update.
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 3
1.4b *Date of previous
announcement(s) to this
update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”.

N/A
1.4c *Reason for cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
N/A
1.4d
*Date of previous
announcement(s) to this
cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.

N/A
1.5 *Date of this announcement 15 June 2021
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your ASX listings compliance
adviser if you are unsure.

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

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 4
Part 7 – Details of proposed placement or other issue
If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities
proposed to be issued in Part 8.
Part 7A – Proposed placement or other issue – conditions
Question
No.
Question Answer
7A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the placement or other type of issue can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.

No
7A.1a Conditions
Answer these questions if your response to 7A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please answer “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC

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

Part 7B – Details of proposed placement or other issue - issue details
Question
No.
Question Answer
7B.1 *Class of +securities to be offered under the
placement or other issue (please enter both
the ASX security code & description)
GBP 500,000,000 1.809 per cent. Fixed
Rate Subordinated Notes due September
2031 (the “Notes”)

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 5
7B.2 Number of +securities proposed to be
issued
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include
the number of securities based on the variable as at
the date the Appendix 3B is lodged with ASX and add
a note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of
this form making it clear that this number is based on
the variable as at the date of the Appendix 3B and that
it may change.

Aggregate principal amount of GBP
500,000,000 issued in denominations of
GBP 100,000 and integral multiples of GBP
1,000 in excess thereof

7B.3 *Are the +securities proposed to be issued
being issued for a cash consideration?
If the securities are being issued for nil cash consideration, answer
this question “No”.
Yes
7B.3a *In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q7B.3 is
“Yes”.
GBP
7B.3b *What is the issue price per +security
Answer this question if your response to Q7B.3 is “Yes”
and by reference to the issue currency provided in your
response to Q7B.3a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.3 as “No” and complete Q7B.3d.

100% of the aggregate principal amount of
the Notes (issued in denominations of GBP
100,000 and integral multiples of GBP 1,000
in excess thereof)

7B.3c
AUD equivalent to issue price amount per
+security
Answer this question if the currency is non-AUD
Approximately AUD 915,459,249.68 (issued
in denominations of approximately AUD
183,091.85 and integral multiples of
approximately AUD 1,830.92 in excess
thereof)
7B.3d Please describe the consideration being
provided for the +securities
Answer this question if your response to Q7B.3 is “No”.
N/A
7B.3e Please provide an estimate of the AUD
equivalent of the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.
N/A
Part 7C – Proposed placement or other issue – timetable
Question
No.
Question Answer
7C.1 *Proposed +issue date 16 June 2021

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 6
Part 7D – Proposed placement or other issue – listing rule requirements
Question
No.
Question Answer
7D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.

No
7D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “Yes”.

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

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

N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 7
7D.1c(ii) *Please explain why the entity has chosen
to do a placement or other issue rather than
a +pro rata issue or an offer under a
+security purchase plan in which existing
ordinary +security holders would have been
eligible to participate
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.

N/A
7D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
Answer this question if the issuer is an ASX Listing.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
No
7D.3 *Will any of the +securities to be issued be
+restricted securities for the purposes of the
listing rules?
Note: the entity should not apply for quotation of
restricted securities
No
7D.3a *Please enter, the number and +class of the
+restricted securities and the date from
which they will cease to be +restricted
securities
Answer this question if your response to Q7D.3 is
“Yes”.
N/A
7D.4
*Will any of the +securities to be issued be
subject to +voluntary escrow?
No
7D.4a *Please enter the number and +class of the
+securities subject to +voluntary escrow
and the date from which they will cease to
be subject to +voluntary escrow
Answer this question if your response to Q7D.4 is
“Yes”.
N/A
Part 7E – Proposed placement or other issue – fees and expenses
Question
No.
Question Answer
7E.1 *Will there be a lead manager or broker to
the proposed issue?
Yes
7E.1a *Who is the lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
The Joint Lead Managers are:
Australia and New Zealand Banking Group
Limited
Barclays Capital Asia Limited
Lloyds Bank Corporate Markets plc
NatWest Markets Plc
RBC Europe Limited
7E.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
0.35% of the aggregate principal amount of
the Notes
7E.2 *Is the proposed issue to be underwritten? No

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 8
7E.2a *Who are the underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
N/A
7E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the issue that is
underwritten)?
Answer this question if your response to Q7E.2 is
“Yes”.
N/A
7E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
N/A
7E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q7E.2 is
“Yes”.
Note: You may cross-refer to a covering
announcement or to a separate annexure with this
information.
N/A
7E.3 *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed issue?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q7E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
N/A
7E.3a *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
N/A
7E.3b *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
N/A
7E.3c *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
N/A
7E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed issue
N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 9
Part 7F – Proposed placement or other issue – further information
Question
No.
Question Answer
7F.1 *The purpose(s) for which the entity is
issuing the securities
You may select one or more of the items in the list.
☐ To raise additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☒ Other [provide details below]
Additional details:
The net proceeds from the issue will be
used by ANZ for its general corporate
purposes.
7F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue proceeds?
No
7F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue proceeds
Answer this question if your response to Q7F.2 is
“Yes”.
N/A
7F.3
Any other information the entity wishes to
provide about the proposed issue
The Notes will not be transferred through, or
registered on, the Clearing House Electronic
Sub-Register System (CHESS) operated by
ASX Settlement Pty Ltd (ABN 49 008 504
532) and will not be "Approved Financial
Products" for the purposes of that system.
Interests in the Notes will be instead held in,
and transferrable through, Euroclear Bank
SA/NV or Clearstream Banking, S.A.

No transfers will be made to retail clients (as
defined in section 761G of the Corporations
Act 2001 of Australia) and no bids or offers
may be made on an Australian Securities
Exchange trading platform with a value less
than AUD 500,000 (or its equivalent in an
alternate currency).

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 10
Part 8 – details of +securities proposed to be issued
Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to
issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each
class of security proposed to be issued.
Part 8A – type of +securities proposed to be issued
Question
No.
Question Answer
8A.1 *The +securities proposed to be issued are:
Tick whichever is applicable
Note: SPP offers must select “existing quoted class”
☐ Additional +securities in a class that is
already quoted on ASX ("existing
quoted class")
☐ Additional +securities in a class that is
not currently quoted, and not intended
to be quoted, on ASX ("existing
unquoted class")
☒ New +securities in a class that is not yet
quoted, but is intended to be quoted, on
ASX ("new quoted class")
☐ New +securities in a class that is not
quoted, and not intended to be quoted,
on ASX ("new unquoted class")
8A.2 *Any on-sale of the +securities proposed to
be issued within 12 months of their date of
issue will comply with the secondary sale
provisions in sections 707(3) and 1012C(6)
of the Corporations Act by virtue of:
Answer this question if your response to Q1.6 is “A
standard pro rata issue (non-renounceable or
renounceable)”, “An accelerated offer”, “A non-pro rata
offer to wholesale investors under an information
memorandum” or “A placement or other type of issue”
and your response to Q8A.1 is “existing quoted class”
or “new quoted class”.
Note: Under Appendix 2A of the Listing Rules, when
the entity applies for quotation of the securities
proposed to be issued, it gives a warranty that an offer
of the securities for sale within 12 months after their
issue will not require disclosure under section 707(3) or
1012C(6) of the Corporations Act.
If you are in any doubt as to the application of, or the
entity’s capacity to give, this warranty, please see ASIC
Regulatory Guide 173 Disclosure for on-sale of
securities and other financial products and consult your
legal adviser.
☐ The publication of a +disclosure
document or +PDS for the +securities
proposed to be issued
☐ The publication of a cleansing notice
under section 708A(5), 708AA(2)(f),
1012DA(5) or 1012DAA(2)(f)
☐ The publication of a +disclosure
document or +PDS involving the same
class of securities as the +securities
proposed to be issued that meets the
requirements of section 708A(11) or
1012DA(11)
☐ An applicable ASIC instrument or class
order
☒ Not applicable – the entity has
arrangements in place with the holder
that ensure the securities cannot be on-
sold within 12 months in a manner that
would breach section 707(3) or
1012C(6)
Note: Absent relief from ASIC, a listed entity can only
issue a cleansing notice where trading in the relevant
securities has not been suspended for more than
5 days during the shorter of: (a) the period during
which the class of securities are quoted; and (b) the
period of 12 months before the date on which the
relevant securities were issued.

Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the
entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted
class), then by lodging this form with ASX, the entity is taken to have applied for quotation of all of the +securities
that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX
Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure
document or +PDS is known, in accordance with Listing Rule 3.10.3C, the entity will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 11
Part 8B – details of +securities proposed to be issued (existing quoted class or
existing unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.
Question
No.

Question Answer
8B.1 *ASX security code & description N/A
8B.1a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities are non CDIs)
N/A
8B.2a
*Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?
N/A
8B.2b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8B.2a is
“No”.

N/A
8B.2c *Provide the actual non-ranking end date
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “Yes”.

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

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

N/A
Part 8C – details of +securities proposed to be issued (new quoted class or new
unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.
Question
No.

Question Answer
8C.1 *+Security description
The ASX security code for this security will be
confirmed by ASX in due course.

GBP 500,000,000 1.809 per cent. Fixed
Rate Subordinated Notes due September
2031

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 12
8C.2 *Security type
Select one item from the list.
Please select the most appropriate security type from
the list. This will determine more detailed questions to
be asked about the security later in this section. Select
“ordinary fully or partly paid shares/units” for stapled
securities or CDIs. For interest rate securities, please
select the appropriate choice from either “Convertible
debt securities” or “Non-convertible debt securities”
(tradeable securities); or “Wholesale debt securities”
(non-tradeable). Select “Other” for performance
shares/units and performance options/rights or if the
selections available in the list do not appropriately
describe the security being issued.

☐ Ordinary fully or partly paid shares/units
☐ Options
☐ +Convertible debt securities
☐ Non-convertible +debt securities
☐ Redeemable preference shares/units
☒ Wholesale debt securities
☐ Other
8C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are proposing to issue a new
class of securities other than CDIs. See also the note
at the top of this form.

XS2353399780
8C.3a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities are non CDIs)
N/A
8C.4a *Will all the +securities proposed to be
issued in this class rank equally in all
respects from the issue date?
Yes
8C.4b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8C.4a is
“No”.

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

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

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

N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 13
8C.5 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities
proposed to be issued or provide the
information by separate announcement.
You may cross-reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.

Attached is the Pricing Supplement dated
14 June 2021 relating to the issue of the
Notes. Please also see the Information
Memorandum for ANZ’s $60,000,000,000
Euro Medium Term Note Programme
dated 20 November 2020 attached to
ANZ’s Appendix 3B lodged with ASX on
16 December 2020.
8C.6
*Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.

N/A
8C.7a Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected this security type in your response to Question 8C.2.
*+Security currency
This is the currency in which the face amount of an
issue is denominated. It will also typically be the
currency in which distributions are declared.

N/A
*Will there be CDIs issued over the
+securities?
N/A
*CDI ratio
Answer this question if you answered “Yes” to the
previous question. This is the ratio at which CDIs can
be transmuted into the underlying security (e.g. 4:1
means 4 CDIs represent 1 underlying security whereas
1:4 means 1 CDI represents 4 underlying securities).

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

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

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

N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 14
*Exercise price
The price at which each option can be exercised and
convert into the underlying security.
The exercise price should be provided per the security
currency (i.e. if the security currency is AUD, the
exercise price should be expressed in AUD).

N/A
*Expiry date
The date on which the options expire or terminate.
N/A
*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if an option is exercised
For example, if the option can be exercised to receive
one fully paid ordinary share with ASX security code
ABC, please insert “One fully paid ordinary share
(ASX:ABC)”.
N/A
8C.7c Details of non-convertible +debt securities, +convertible debt securities, or
redeemable preference shares/units
Answer the questions in this section if you selected one of these security types in your response to Question
Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
*Type of +security
Select one item from the list
☐ Simple corporate bond
☐ Non-convertible note or bond
☐ Convertible note or bond
☐ Preference share/unit
☐ Capital note
☐ Hybrid security
☐ Other
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.

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

N/A
*Interest or dividend rate type
Select one item from the list
Select the appropriate interest rate type per the terms
of the security. Definitions for each type are provided in
the Guide to the Naming Conventions and Security
Descriptions for ASX Quoted Debt and Hybrid
Securities
Note, this and the following questions also refer to
dividend rates and payments, as would be relevant to
preference securities.

☐ Fixed rate
☐ Floating rate
☐ Indexed rate
☐ Variable rate
☐ Zero coupon/no interest
☐ Other
*Frequency of coupon/interest/dividend
payments per year
Select one item from the list.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No coupon/interest payments
☐ Other

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 15
*First interest/dividend payment date
A response is not required if you have selected “No
coupon/interest payments” in response to the question
above on the frequency of coupon/interest payments
N/A
*Interest/dividend rate per annum
Answer this question if the interest rate type is fixed.
N/A

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

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

N/A

*What is the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.

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

N/A
*What is the margin above the reference
rate, base rate or market rate (expressed as
a percent per annum)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.

N/A
*Is the margin estimated at this time?
Answer this question if the interest rate type is floating
or indexed.

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

N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 16
*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
• “s128F exempt” means interest payments are not
taxable to non-residents;
• “Not s128F exempt” means interest payments are
taxable to non-residents;
• “s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security

☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable

*Is the +security perpetual (i.e. no maturity
date)?
N/A
*Maturity date
Answer this question if the security is not perpetual
N/A
*Select other features applicable to the
+security
Up to 4 features can be selected. Further information is
available in the Guide to the Naming Conventions and
Security Descriptions for ASX Quoted Debt and Hybrid
Securities.

☐ Simple
☐ Subordinated
☐ Secured
☐ Converting
☐ Convertible
☐ Transformable
☐ Exchangeable
☐ Cumulative
☐ Non-Cumulative
☐ Redeemable
☐ Extendable
☐ Reset
☐ Step-Down
☐ Step-Up
☐ Stapled
☐ None of the above
*Is there a first trigger date on which a right
of conversion, redemption, call or put can
be exercised (whichever is first)?
N/A
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.

N/A

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 17
*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if the +securities are converted,
transformed or exchanged (including, if
applicable, any interest)
Answer this question if the security features include
“converting”, “convertible”, “transformable” or
“exchangeable”.
For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX security code
ABC, please insert “1,000 fully paid ordinary shares
(ASX:ABC)”.

N/A
8C.7d Details of wholesale debt securities
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
CFI As set out on the website of the
Association of National Numbering
Agencies ("ANNA") or alternatively
sourced from the responsible National
Numbering Agency that assigned the ISIN.
FISN As set out on the website of ANNA or
alternatively sourced from the responsible
National Numbering Agency that assigned
the ISIN.
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.

GBP

Total principal amount of class GBP 500,000,000
Face value
This is the offer / issue price or value at which the
security was offered on issue.

100% of the aggregate principal amount of
the Notes (issued in denominations of GBP
100,000 and integral multiples of GBP
1,000 in excess thereof)
Number of +securities
This should be the total principal amount of class
divided by the face value

Aggregate principal amount of GBP
500,000,000 issued in denominations of
GBP 100,000 and integral multiples of GBP
1,000 in excess thereof
*Interest rate type
Select the appropriate interest rate type per the terms
of the security.

☒ Fixed rate
☐ Floating rate
☐ Fixed to floating
☐ Floating to fixed
*Frequency of coupon/interest payments
per year
Select one item from the list. The number of interest
payments to be made per year for a wholesale debt
security.

☐ Monthly
☐ Quarterly
☒ Semi-annual
☐ Annual
☐ No payments
*First interest payment date
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments.

16 September 2021

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 18
*Interest rate per annum
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments. The rate
represents the total rate for the first payment period
which may include a reference or base rate plus a
margin rate and other adjustment factors where
applicable, stated on a per annum basis. If the rate is
only an estimate at this time please enter an indicative
rate and provide the actual rate once it has become
available.
1.809 per cent. per annum payable semi-
annually in arrear in respect of the period
up to (but excluding) the optional
redemption date of 16 September 2026. If
the Notes are not redeemed, purchased
and cancelled, written-off or converted on
or before the optional redemption date, the
fixed interest rate payable semi-annually in
arrear from (and including) the optional
redemption date will be reset as set out at
item 15(i) of the Pricing Supplement
*Maturity date
The date on which the security matures.
16 September 2031
Class type description GBP 500,000,000 1.809 per cent. Fixed
Rate Subordinated Notes due September
2031

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

☒ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable

Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21

EXECUTION VERSION
10205464034-v6

70-41018635

PRICING SUPPLEMENT
THIS PRICING SUPPLEMENT WILL BE ISSUED IN RESPECT OF NOTES WHICH ARE NOT
ADMITTED TO THE OFFICIAL LIST OF THE UK FINANCIAL CONDUCT AUTHORITY OR TO
ANY OTHER EUROPEAN ECONOMIC AREA OR UNITED KINGDOM REGULATED MARKET OR
OFFERED TO THE PUBLIC IN THE EUROPEAN ECONOMIC AREA OR IN THE UNITED
KINGDOM FOR THE PURPOSES OF THE PROSPECTUS REGULATION OR THE UK
PROSPECTUS REGULATION. THE PRICING SUPPLEMENT HAS NOT BEEN REVIEWED OR
APPROVED BY THE UK FINANCIAL CONDUCT AUTHORITY AND DOES NOT CONSTITUTE A
PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS REGULATION OR THE UK
PROSPECTUS REGULATION.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA will be prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS: The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning
of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or
regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.

UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES TARGET MARKET: Solely for the purposes of each UK MiFIR manufacturer's product
approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target
market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the UK MiFIR manufacturers' target
market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the UK MiFIR manufacturers'
target market assessment) and determining appropriate distribution channels. The Issuer is not subject to UK
MiFIR and is therefore not a "manufacturer" for the purposes of the UK MiFIR Product Governance Rules and
has no responsibility or liability for identifying a target market, or any other product governance obligation set
out in the UK MiFIR, for financial instruments it issues (including the foregoing target market assessment for the
Notes described in this legend).
NOTICE TO CANADIAN INVESTORS:
The Notes may be sold only in any province of Canada to purchasers purchasing, or deemed to be
purchasing, as principal that are both accredited investors, as defined in National Instrument 45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and permitted clients, as
defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant

EXECUTION VERSION
10205464034-v6

70-41018635

Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies
for rescission or damages if the Information Memorandum (as defined below) or this Pricing Supplement
(including any amendment hereto) contains a misrepresentation, provided that the remedies for rescission
or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of
the purchaser's province or territory. The purchaser should refer to any applicable provisions of the
securities legislation of the purchaser's province or territory for particulars of these rights or consult with
a legal advisor.
Upon receipt of this document, each Canadian purchaser hereby confirms that it has expressly requested
that all documents evidencing or relating in any way to the sale of the securities described herein (including
for greater certainty any purchase confirmation or any notice) be drawn up in the English language only.
Par la réception de ce document, chaque acheteur canadien confirme par les présentes qu'il a expressément
exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs
mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis)
soient rédigés en anglais seulement.
Notification under Section 309(B)(1) of the Securities and Futures Act of Singapore (the "SFA"): The Notes
are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018 and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the
"MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).



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

Victoria)

Legal Entity Identifier: JHE42UYNWWTJB8YTTU19

US$60,000,000,000
Euro Medium Term Note Programme
Series No: 2039
Tranche No: 1
GBP 500,000,000 1.809 per cent. Subordinated Notes due 16 September 2031 (the "Notes")
Issue Price: 100 per cent.
Australia and New Zealand Banking Group Limited, Barclays Capital Asia Limited, Lloyds Bank
Corporate Markets plc, NatWest Markets Plc and RBC Europe Limited (the "Joint Lead Managers")
The date of this Pricing Supplement is 14 June 2021

10205464034-v6

70-41018635

PART A – CONTRACTUAL TERMS
This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used
herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information
Memorandum dated 20 November 2020 and the Supplemental Information Memorandum dated 8 June 2021 and
any supplement to the Base Prospectus of the Issuer dated 20 November 2020, which are deemed to be
incorporated by reference into the Information Memorandum (which, for the avoidance of doubt, includes the
Supplemental Base Prospectuses dated 5 March 2021, 6 May 2021 and 8 June 2021) (together, the "Information
Memorandum"). This Pricing Supplement of the Notes must be read in conjunction with the Information
Memorandum.
1 Issuer: Australia and New Zealand Banking Group Limited
2 (i) Series Number: 2039
(ii) Tranche Number: 1
3
(i) Specified Currency or
Currencies:
Pounds Sterling ("GBP")
(ii) Exotic Currency Payments: Not Applicable
(iii) Exotic Currency Relevant
Time:
Not Applicable
(iv) Exotic Currency Thomson
Reuters Screen Page:
Not Applicable
4 Aggregate Principal Amount:
(i) Series: GBP 500,000,000
(ii) Tranche: GBP 500,000,000
5 Issue Price: 100 per cent. of the Aggregate Principal Amount
6
(i) Specified Denomination(s)
(and Principal Amount):
GBP 100,000 and integral multiples of GBP 1,000 in excess
thereof up to and including GBP 199,000 as it may be adjusted
in accordance with Condition 5A.4
The minimum aggregate consideration payable in respect of an
offer or invitation in Australia or any offer or invitation
received in Australia must be no less than A$500,000 (or its
equivalent in an alternate currency, in each case, disregarding
moneys lent by the offeror or its associates) unless the offer or
invitation does not require disclosure to investors under Part
6D.2 or Chapter 7 of the Corporations Act. In every case, an
offer or invitation must not be to a retail client (as defined in
section 761G of the Corporations Act).
(ii) Calculation Amount:
GBP 1,000 as it may be adjusted in accordance with Condition
5A.4
7 (i) Issue Date: 16 June 2021
(ii) Interest Commencement
Date:
Issue Date
8 Maturity Date: 16 September 2031

10205464034-v6

70-41018635

9 Interest Basis: Fixed Rate
(Further particulars specified below)
10 Redemption/Payment Basis: Redemption at Par
11 Change of Interest or
Redemption/Payment Basis:
Change of Interest Basis as specified in item 15(i) below
12 Put/Call Options: Call Option
(Further particulars specified below)
13 Status of the Notes: Subordinated Notes
14 Method of distribution: Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15 Fixed Rate Note Provisions: Applicable
(i) Rates of Interest: 1.809 per cent. per annum payable semi-annually in arrear in
respect of the period from (and including) the Issue Date up to
(but excluding) the Optional Redemption Date.
If the Notes are not redeemed, purchased and cancelled,
Written-Off or Converted on or before the Optional
Redemption Date, the Rate of Interest payable semi-annually
in arrear in respect of the period from (and including) the
Optional Redemption Date to (but excluding) the Maturity
Date shall be reset to a fixed rate which is equal to the sum of
the prevailing 5 year Sterling Reference Bond Rate on the day
which is two London Business Days prior to the Optional
Redemption Date (the "Reset Determination Date") plus the
Spread.
Where:
"5 year Sterling Reference Bond Rate" means, subject to
Condition 4(o) (Benchmark Replacement) as modified by this
Pricing Supplement, the mid-market yield for the 5 year
United Kingdom Treasury Gilt as it appears on the Relevant
Screen Page as at 11.00am on the Reset Determination Date,
as determined by the Calculation Agent. If such a rate does not
appear on the Relevant Screen Page at 11.00am (London time)
on the Reset Determination Date, the 5 year Sterling Reference
Bond Rate shall instead be determined by the Calculation
Agent on the following basis:
(i) the Calculation Agent shall request the principal
office of each of four major banks in the United
Kingdom Treasury Gilt market, as selected by the
Calculation Agent (the "Reference Banks"), to
provide the Calculation Agent with the yield at which
5 year United Kingdom Treasury Gilts are offered by
it, as at approximately 11.00am (London time) on the
Reset Determination Date, (each a "5 year United
Kingdom Treasury Gilt Yield Quotation"); and
(ii) if at least three 5 year United Kingdom Treasury Gilt
Yield Quotations are provided, the 5 year Sterling
Reference Bond Rate will be the arithmetic mean of
such 5 year United Kingdom Treasury Gilt Yield

10205464034-v6

70-41018635

Quotations, eliminating the highest 5 year United
Kingdom Treasury Gilt Yield Quotation (or, in the
event of equality, one of the highest) and the lowest 5
year United Kingdom Treasury Gilt Yield Quotation
(or, in the event of equality, one of the lowest),
expressed as a percentage and rounded, if necessary
to the nearest 0.001 per cent. (0.0005 per cent. being
rounded upwards); and
(iii) if fewer than three 5 year United Kingdom Treasury
Gilt Yield Quotations as referred to in paragraph (i)
above are provided, the 5 year Sterling Reference
Bond Rate shall be the mid-market yield for the 5 year
United Kingdom Treasury Gilt that appeared on the
most recent Relevant Screen Page that was last
available prior to 11.00am (London time) on the Reset
Determination Date all as determined by the
Calculation Agent.
"5.25 year Sterling Reference Bond Rate" means the mid-
market yield for the United Kingdom Treasury Gilt 1.5% Jul
2026, appearing on Bloomberg at the time of pricing on the
Trade Date.
"Relevant Screen Page" means Bloomberg page "GTGBP5Y
Govt".
"Spread" means 1.45 per cent. per annum, being the difference
between 1.809 per cent. (being the yield on a semi-annual basis
on the Trade Date) and the 5.25 year Sterling Reference Bond
Rate of 0.359 per cent. at the time of pricing on the Trade Date.
"Trade Date" means 8 June 2021.
Condition 4(o) (Benchmark Replacement) shall apply to the
Notes, with the following amendments:
(a) the words "Notwithstanding the provisions above in
Conditions 4(b), (d), (e), (f) and (g)" shall be deleted and
replaced with "Notwithstanding the provisions above";
and
(b) the 5 year Sterling Reference Bond Rate is the "Reference
Rate".
(ii) (a) Interest Payment
Date(s):
16 March and 16 September in each year commencing on 16
September 2021, in each case subject to adjustment for
payment purposes only in accordance with the Business Day
Convention specified below
(b) Interest Period(s): As defined in Condition 4(r)
(c) Interest Period Date: As defined in Condition 4(r)
(iii) Fixed Coupon Amount:
GBP 9.05 per Calculation Amount in respect of the period from
(and including) the first Interest Payment Date falling on 16
September 2021 up to (but excluding) the Optional
Redemption Date, as it may be adjusted in accordance with
Condition 5A.4
(iv) Broken Amount(s): GBP 4.5225 per Calculation Amount in respect of the period
from (and including) the Issue Date up to (but excluding) the

10205464034-v6

70-41018635

Interest Payment Date falling on 16 September 2021, as it may
be adjusted in accordance with Condition 5A.4
(v) Day Count Fraction: Actual/Actual (ICMA)
(vi) Business Day Convention: Following Business Day Convention
(a) Adjusted: Not Applicable
(b) No Adjustment: Applicable
(vii) Additional Business
Centre(s):
New York
For the avoidance of doubt, in addition to the Additional
Business Centre noted above, London and Sydney are business
centres for the purposes of the definition of "Business Day" in
Condition 4(r)
(viii) Party responsible for
calculating the Rate(s) of
Interest and/or Interest
Amount(s):
The Fiscal Agent shall be the Calculation Agent
(ix) Other terms relating to the
method of calculating
interest for Fixed Rate Notes:
Not Applicable
16 Floating Rate Note Provisions: Not Applicable
17 CMS Rate Note Provisions (for
Unsubordinated Notes only):
Not Applicable
18 Inverse Floating Rate Note Provisions
(for Unsubordinated Notes only):
Not Applicable
19. Range Accrual Note Provisions (for
Unsubordinated Notes only):
Not Applicable
20 Zero Coupon Note Provisions (for
Unsubordinated Notes only):
Not Applicable
21
Index-Linked Interest Note/Other
variable-linked interest Note
Provisions (for Unsubordinated Notes
only):
Not Applicable
22 Dual Currency Note Provisions (for
Unsubordinated Notes only):
Not Applicable
PROVISIONS RELATING TO REDEMPTION
23 Call Option: Applicable
Any early redemption will be subject to the prior written
approval of the Australian Prudential Regulation Authority
(i) Option Exercise Date(s) (if
other than as set out in the
Conditions):
Not Applicable

10205464034-v6

70-41018635

(ii) Optional Redemption
Date(s):
16 September 2026
(The Optional Redemption Date must not be earlier than 5
years from the Issue Date.)
(iii) Optional Redemption
Amount(s) and method, if
any, of calculation of such
amount(s):
GBP 1,000 per Calculation Amount, as it may be adjusted in
accordance with Condition 5A.4
(iv) If redeemable in part:

(a) Minimum
Redemption Amount:
Not Applicable
(b) Maximum
Redemption Amount:
Not Applicable
24 Put Option Not Applicable
25 Final Redemption Amount of each
Note
GBP 1,000 per Calculation Amount, as it may be adjusted in
accordance with Condition 5A.4
26 Early Redemption Amount:
(Early Redemption Amount(s) payable
on redemption on account of a
Regulatory Event, for taxation
reasons, on an Event of Default or
other early redemption and/or the
method of calculating the same)
GBP 1,000 per Calculation Amount, as it may be adjusted in
accordance with Condition 5A.4
Any early redemption will be subject to the prior written
approval of the Australian Prudential Regulation Authority
27 Redemption for Regulatory Event (for
Subordinated Notes issued by
ANZBGL only)
Applicable
28 Redemption for taxation reasons
Condition 5(b)(i) Applicable (Note that Condition 5(b)(i) applies automatically)
Condition 5(b)(ii) (for Subordinated
Notes issued by ANZBGL only)
Applicable
Condition 5(b)(iii) (for Subordinated
Notes issued by ANZBGL only)
Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
29 Form of the Notes: Registered Notes
Registered Global Note exchangeable for Certificates in
definitive form in the limited circumstances specified in the
Registered Global Note
30 Payment Business Day Convention: Following
31
Additional Financial Centre(s) or
other special provisions relating to
Payment Business Days:
New York
For the avoidance of doubt, in addition to the Additional
Financial Centre noted above, London and Sydney are

10205464034-v6

70-41018635

financial centres for the purposes of the definition of "Payment
Business Day" in Condition 6(h)
32
Talons for future Coupons or
Receipts to be attached to Notes in
definitive form (and dates on which
such Talons mature):
No
33 Details relating to Instalment Notes,
including Instalment Amount(s) and
Instalment Date(s):
Not Applicable
34 Redenomination, renominalisation
and reconventioning provisions:
Not Applicable
35 Consolidation provisions: Not Applicable
36 Governing Law: English, except in relation to subordination, Conversion and
Write-Off provisions of the Notes which will be governed by,
and construed in accordance with, the laws of the State of
Victoria and the Commonwealth of Australia
OTHER FINAL TERMS
37 Subordinated Notes: Applicable
(i) Conversion: Applicable
CD: 1.00 per cent.
VWAP Period: Five Business Days
(ii) Alternative Conversion
Number:
Not Applicable
(iii) Write-Off (see Condition 5B.1
and 5C.1):
Not Applicable
(Where "Not Applicable" is specified at this item 37(iii), this
is without prejudice to the application of Condition 5B.5 where
"Applicable" is specified at item 37(i))
38 Other final terms: Not Applicable
DISTRIBUTION
39 (i) If syndicated, names of
Managers:
Joint Lead Managers:
Australia and New Zealand Banking Group Limited
Barclays Capital Asia Limited
Lloyds Bank Corporate Markets plc
NatWest Markets Plc
RBC Europe Limited
(ii) Stabilising Manager (if any): Not Applicable
40 If non-syndicated, name of Dealer: Not Applicable
41 Additional selling restrictions: Canada
The Notes may be sold only in any province of Canada to
purchasers purchasing, or deemed to be purchasing, as

10205464034-v6

70-41018635

principal that are both accredited investors, as defined in
National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and
permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Notes must be made
in accordance with an exemption from, or in a transaction not
subject to, the prospectus requirements of applicable securities
laws.
42 US Selling Restrictions: TEFRA Not Applicable/Reg S. Category 2

(70-41018635 – ANZ GBP 500m Notes due September 2031 – Pricing Supplement signature page)
Signed on behalf of Australia and New Zealand Banking Group Limited
By:
Adrian Went, Group Treasurer

10205464034-v6

70-41018635

PART B – OTHER INFORMATION
1 LISTING Application is expected to be made by the Issuer for the Notes to
be listed as a debt security on the Australian Securities Exchange
on or about the Issue Date
The Notes will not be transferred through, or registered on, the
Clearing House Electronic Sub-Register System ("CHESS")
operated by ASX Settlement Pty Ltd (ABN 49 008 504 532) and
will not be "Approved Financial Products" for the purposes of that
system. Interests in the Notes will be instead held in, and
transferrable through, Euroclear Bank SA/NV or Clearstream
Banking S.A.
No transfers will be made to retail clients (as defined in section
761G of the Corporations Act 2001 of Australia) and no bids or
offers may be made on an Australian Securities Exchange trading
platform with a value less than A$500,000 (or its equivalent in an
alternate currency)
2 RATINGS
Ratings:


3 OPERATIONAL INFORMATION
ISIN Code: XS2353399780
Common Code: 235339978
FISN:
As set out on the website of the Association of National
Numbering Agencies ("ANNA") or alternatively sourced from
the responsible National Numbering Agency that assigned the
ISIN.
CFI code: As set out on the website of ANNA or alternatively sourced from
the responsible National Numbering Agency that assigned the
ISIN.
Any clearing system(s) other than
Euroclear Bank SA/NV and
Clearstream Banking S.A. and the
relevant identification number(s):
Not Applicable
Delivery: Delivery against payment

Names and addresses of additional
Paying Agent(s) or other Agent(s)
(if any):
Not Applicable

10205464034-v6

70-41018635

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