Cleansing Notice

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: 12 August 2022

Issue of A$1.75 billion of Subordinated Notes
Notice under section 708A(12H)(e) of the
Corporations Act 2001 (Cwlth)
Today Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (“Issuer”)
will issue in aggregate A$1.75 billion of subordinated notes due August 2032 pursuant to its
Australian dollar debt issuance programme (the “Subordinated Notes”).
The Subordinated Notes convert into fully paid ordinary shares of the Issuer (“Ordinary
Shares”) where the Australian Prudential Regulation Authority (“APRA”) determines this to
be necessary on the grounds that the Issuer would otherwise become non-viable.
This notice is a cleansing notice prepared for the purposes of section 708A(12H)(e) of the
Corporations Act 2001 (Cwlth) (“Corporations Act”) (as inserted by ASIC Corporations
(Regulatory Capital Securities) Instrument 2016/71) to enable Ordinary Shares or Approved
NOHC
1
Ordinary Shares
2
issued on conversion of the Subordinated Notes to be freely
tradeable without further disclosure and includes in the Schedule commercial particulars of
the Subordinated Notes, extracted from the Pricing Supplements for the Subordinated Notes
dated 10 August 2022.

A description of the rights and liabilities attaching to the Subordinated Notes is contained in
the “Conditions of the Securities” section of the Information Memorandum dated 11 March
2021 that was lodged with the Australian Securities Exchange (“ASX”) on that day
(“Information Memorandum”). A description of the rights and liabilities attaching to
Ordinary Shares is set out in the Information Memorandum.
Words and expressions defined in the Information Memorandum have the same meanings in
the remainder of this cleansing notice unless the contrary intention appears.
The issue of Subordinated Notes by the Issuer will not have a material impact on the
Issuer’s financial position. If a Non-Viability Trigger Event occurs and the Issuer issues

1
Non-operating holding company.
2
Refer to the Information Memorandum for the meaning of “Approved NOHC Ordinary Shares” in the context
of the Subordinated Notes and the section of the Schedule to this notice entitled “Additional Disclosure” in
relation to ANZ’s announcement on 4 May 2022 of ANZ’s intention to lodge a formal application with APRA,
the Federal Treasurer and other applicable regulators to establish an approved non-operating holding
company (*Approved NOHC”) and create distinct banking and non-banking groups within the organisation.

Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008


Ordinary Shares, the impact of Conversion on the Issuer would be to increase the Issuer’s
shareholders’ equity. The number of Ordinary Shares issued on Conversion is limited to the
Maximum Conversion Number. The Maximum Conversion Number is 221.0433 Ordinary
Shares per Subordinated Note (with a Principal Amount of A$1,000), based on the Issue
Date VWAP
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of A$22.62.
As a disclosing entity, the Issuer is subject to regular reporting and disclosure obligations
under the Corporations Act and ASX Listing Rules. Broadly, these obligations require the
Issuer to prepare and lodge with the Australian Securities and Investments Commission
(“ASIC”) both yearly and half yearly financial statements and to report on its operations
during the relevant accounting period, and to obtain an audit or review report from its
auditor.
Copies of documents lodged with ASIC may be obtained from or inspected at an ASIC office.

The Issuer must ensure that the ASX is continuously notified of information about specific
events and matters as they arise for the purposes of the ASX making the information
available to the Australian securities market. In this regard, the Issuer has an obligation
under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately
of any information concerning it of which it becomes aware, which a reasonable person
would expect to have a material effect on the price or value of its quoted securities.
The Issuer will provide a copy of any of the following documents free of charge to any
person who requests a copy before the Subordinated Notes are issued:
• the Information Memorandum;
• any continuous disclosure notices given by the Issuer in the period after the lodgement
of the annual financial report of the Issuer for the year ended 30 September 2021 and
before the date of this notice;
• the Issuer’s consolidated financial report and dividend announcement for the half year
ended 31 March 2022;
• the Issuer’s annual financial report for the year ended 30 September 2021; and
• the Issuer’s constitution.
All written requests for copies of the above documents should be addressed to:
Investor Relations Department
Australia and New Zealand Banking Group Limited
ANZ Centre Melbourne
Level 10
833 Collins Street
Docklands Vic 3008

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

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Average of the daily volume weighted average sale prices of ANZ ordinary shares. Refer to the Information
Memorandum for the meaning of “Issue Date VWAP” in the context of the Subordinated Notes.

Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008


This notice is not a prospectus or other disclosure document in relation to the Subordinated
Notes, and does not constitute an offer or invitation for the Subordinated Notes or any
Ordinary Shares for issue or sale in Australia. Subordinated Notes are only available for sale
to persons in Australia in circumstances where disclosure is not required in accordance with
Part 6D.2 and the sale is not to a retail client for the purposes of Chapter 7 of the
Corporations Act. The securities have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (“US Securities Act”) or the securities laws of any
state of the United States or any jurisdiction, and the securities may not be offered or sold
in the United States or to, or for the account or the benefit of, U.S. persons (as defined in
Regulation S under the US Securities Act) unless an exemption from the registration
requirements of the US Securities Act is available and the offer and sale is in accordance
with all applicable state securities laws of any state of the United States. This notice is not
an offer or invitation to any U.S. persons.

Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008


SCHEDULE – Commercial particulars of the Subordinated Notes

This description is extracted from the Pricing Supplements.

36
37
38
Consolidation provisions:
Governing law:
Other terms or special conditions:
DISTRIBUTION
39
40
41
If syndicated, names of Lead
Managers and the Dealers:
If non-syndicated, name of Dealer:
Additional selling restrictions:
OPERATIONAL INFORMATION
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43
44
Common Code:
Any clearing system(s) other than
Austraclear and the relevant identification
number(s):
Not Applicable
State of Victoria and Commonwealth of
Australia
Not Applicable
Not Applicable
Australia and New Zealand Banking Group
Limited
Not Applicable
AU3CB0291466
251831335
The Securities will be lodged in the
Austraclear System. Securities may also be
held and transacted in the Euroclear and
Clearstream systems.
The following additional disclosure shall be taken to be incorporated by reference into the Information
Memorandum for the purposes of the Subordinated Notes:
ADDITIONAL DISCLOSURE
On 4 May 2022, the Issuer announced it intends to lodge a formal application with APRA, the Federal
Treasurer and other applicable regulators to establish a non-operating holding company ("Approved
NOHC") and create distinct banking and non-banking groups within the organisation. Should the proposed
restructure proceed, a new listed parent holding company will be created with two wholly-owned distinct
groups of entities sitting directly beneath it, a 'Banking Group' which would comprise the Issuer and the
majority of present-day subsidiaries, and a 'Non-Banking Group' which would allow banking-adjacent
businesses to be developed or acquired.
APRA has advised after preliminary discussions that it has no in-principle objections to the proposed
restructure. To date, the Issuer has not received any objections to the proposed restructure from other key
Australian and New Zealand regulators.
The
proposal is subject to final approval by the Board of the Issuer and regulatory approvals, and will
require approval by the Federal Court and the Issuer's shareholders.
Should the proposed restructure proceed, the Issuer may (with the prior written approval of APRA) amend
the terms of the issued Subordinated Notes in accordance with Condition 5D.2 to substitute the Approved
NOHC as the provider of ordinary shares upon Conversion of the Subordinated Notes.
Such amendments may be made without the approval of Subordinated Noteholders.
Subordinated Noteholders will receive a notice specifying the amendments to the terms of the Subordinated
Notes as soon as practicable after the proposed restructure takes place.
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