Despatch of letter to holders of ANZ Capital Notes 2

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: 16 February 2022

Despatch of letter to holders of ANZ Capital Notes 2

Attached is a letter which will be sent to Eligible CN2 Holders notifying them of the
upcoming redemption of their ANZ Capital Notes 2 (CN2) and their opportunity to apply to
reinvest some or all of their CN2 Redemption Proceeds in ANZ Capital Notes 7 pursuant to
the prospectus separately lodged yesterday with the ASX and the Australian Securities and
Investments Commission (Prospectus).

Investors who meet the criteria to participate in the ANZ Capital Notes 7 offer, including the
Reinvestment Offer, and who wish to apply for ANZ Capital Notes 7 should read the
Prospectus in its entirety.

Unless otherwise defined, capitalised terms in this announcement have the meaning given to
them in the Prospectus.

For investor enquiries about the ANZ Capital Notes 7 Offer please visit
capitalnotes.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 AEDT).

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 UNITED
STATES OF AMERICA. This announcement does not constitute financial product advice or an offer of
any securities for sale. The securities referenced 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.

285216_01_V2
17 February 2022
Dear CN2 Holder
Redemption of ANZ Capital Notes 2 and a new ANZ Capital Notes 7 offer
•This letter is important and relates to your ANZ Capital Notes 2.
•ANZ has announced it will redeem all of the ANZ Capital Notes 2 on 24 March 2022.
•ANZ has also announced the launch of an offer of ANZ Capital Notes 7, which
contains a Reinvestment Offer under which certain eligible CN2 holders may apply
to reinvest some or all of their CN2 redemption proceeds in ANZ Capital Notes 7.
•If you are interested in applying for ANZ Capital Notes 7, you must speak to a
syndicate broker or financial adviser. Eligible CN2 holders will not be able to apply
to ANZ directly.
On 15 February 2022, ANZ issued a redemption notice for ANZ Capital Notes 2 (ASX: ANZPE)
(CN2) in accordance with the CN2 terms, confirming that on 24 March 2022 ANZ will redeem all
of the CN2 for their face value of $100 per CN2.
1

ANZ also made an offer (Offer) of new mandatorily convertible subordinated perpetual
securities (ANZ Capital Notes 7).
Why have we written to you?
If you are an eligible CN2 holder, you can apply to reinvest some or all of your CN2 redemption
proceeds in ANZ Capital Notes 7 (Reinvestment Offer). You also may be able to separately
apply for ANZ Capital Notes 7 whether or not you apply to participate in the Reinvestment Offer
(New Money Offer).
Your holding of CN2 at 7:00pm AEDT on 10 February 2022 (which is the record date for the
Reinvestment Offer) is set out above.
Am I eligible to apply?
Participation in the Offer, including the Reinvestment Offer, is limited to clients of syndicate
brokers who are either wholesale investors or retail investors within the target market for the
ANZ Capital Notes 7 who have received personal advice from a licensed professional adviser,
following the implementation of the new Design and Distribution Obligations (DDO) legislation
in October 2021.
Details of the target market are set out in the prospectus for the Offer.
You also cannot apply if you are in the United States, acting as a nominee for, or for the account or
benefit of a US person or otherwise prevented from receiving an invitation to participate in the Offer
or ANZ Capital Notes 7 under the laws of any jurisdiction.
1
The redemption notice is irrevocable (except as provided by the CN2 terms).
SRN/HIN: SRN WITHHELD
CN2 (ANZPE) held at 7:00pm AEDT on
10 February 2022:
ANZ
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Samples/000001/000001/i12
*S00000112Q01*

285216_01_V2

How do I apply?

Unlike previous capital notes offers by ANZ, following the implementation of the DDO eligible
CN2 holders cannot apply directly to ANZ to participate in the Offer.

All applications under the Offer, including under the Reinvestment Offer, must be submitted
through a syndicate broker via an application form accompanying the prospectus for the Offer
and you must contact your syndicate broker or financial adviser for instructions on how to
apply, including to determine whether you are eligible to apply. However, not all brokers and
financial advisers will have access to the Offer.

The syndicate brokers include the Joint Lead Managers and Co-Managers for the Offer and any
other broker selected by the Joint Lead Managers to participate. ANZ has appointed ANZ
Securities Limited, Commonwealth Bank of Australia, E&P Corporate Advisory Pty Limited,
Morgan Stanley Australia Securities Limited, Morgans Financial Limited, National Australia
Bank Limited, Ord Minnett Limited, Shaw and Partners Limited, UBS AG, Australia Branch and
Westpac Institutional Bank as Joint Lead Managers. Bell Potter Securities Limited, Crestone
Wealth Management Limited and JBWere Limited have been appointed as Co-Managers.

The Offer period is expected to open on 23 February 2022. The Reinvestment Offer closes at
5.00pm AEDT on 15 March 2022 and the New Money Offer closes at 10.00am AEDT on
22 March 2022, although this may change and both components of the Offer could close early
without notice.

What if I don’t have a broker or financial adviser?

The Australian Government’s MoneySmart website contains details on choosing a financial
adviser at moneysmart.gov.au/financial-advice/choosing-a-financial-adviser.

Where can I find more information?

The prospectus for the Offer contains full details of ANZ Capital Notes 7 and the Reinvestment
Offer, including the key dates. If you are considering applying for ANZ Capital Notes 7, it is
important you read the prospectus in full before deciding to apply.

The prospectus and other documents relating to the Offer can be obtained electronically at
capitalnotes.anz.com.

Other Important Information

• The market price of CN2 is subject to change from time to time and CN2 holders may be able
to sell or dispose of their CN2 at a price higher or lower than the price they would receive
from the CN2 redemption. The current market price of CN2 is available at asx.com.au.

• The last day of trading of the CN2 on the ASX will be 14 March 2022.

• CN2 holders on the register on 16 March 2022 will be entitled to the face value of $100 per
CN2 and, subject to the conditions set out in the CN2 terms, will also receive a final
distribution of $1.1403 per CN2.

Thank you for your support of ANZ.





For more information you can visit capitalnotes.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 AEDT).