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 1 September 2022
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)
SGD 600,000,000 4.500 per cent. Fixed
Rate Subordinated Notes due December
2032 (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 SGD
600,000,000 issued in denominations of
SGD 250,000

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”.
SGD
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 SGD
250,000)

7B.3c
AUD equivalent to issue price amount per
+security
Answer this question if the currency is non-AUD
Approximately AUD 622,228,694.62 (issued
in denominations of approximately AUD
259,261.96)
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 2 September 2022

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
DBS Bank Ltd.
Oversea-Chinese Banking Corporation
Limited
Standard Chartered Bank
United Overseas Bank 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”.
0.33% of the aggregate principal amount of
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 8
7E.2 *Is the proposed issue to be underwritten? No
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.
SGD 600,000,000 4.500 per cent. Fixed
Rate Subordinated Notes due December
2032

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.
XS2526826198
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
31 August 2022 relating to the issue of the
Notes and the Information Memorandum
for ANZ’s $60,000,000,000 Euro Medium
Term Note Programme dated 16
November 2021.
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.
SGD

Total principal amount of class SGD 600,000,000
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 SGD
250,000)
Number of +securities
This should be the total principal amount of class
divided by the face value
Aggregate principal amount of SGD
600,000,000 issued in denominations of
SGD 250,000
*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.
2 December 2022

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.
4.500 per cent. per annum payable semi-
annually in arrear in respect of the period
up to (but excluding) the optional
redemption date of 2 December 2027. 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.
2 December 2032
Class type description SGD 600,000,000 4.500 per cent. Fixed
Rate Subordinated Notes due December
2032

*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

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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 UNITED KINGDOM REGULATED MARKET OR
EUROPEAN ECONOMIC AREA REGULATED MARKET OR OFFERED TO THE PUBLIC
IN THE UNITED KINGDOM FOR THE PURPOSES OF THE UK PROSPECTUS
REGULATION OR IN THE EUROPEAN ECONOMIC AREA FOR THE PURPOSES OF THE
EU 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 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 (the "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 has been 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 (the "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") and the regulations made under 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 Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the EUWA or the regulations made under 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.
Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore (the "SFA")
– The Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore) 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).
Where interest, discount income, prepayment fee, redemption premium or break cost is derived from any
of the Notes by any person who is not resident in Singapore and who carries on any operations in
Singapore through a permanent establishment in Singapore, the tax exemption available for qualifying
debt securities (subject to certain conditions) under the Income Tax Act 1947 (2020 Revised Edition) of
Singapore (the "ITA"), shall not apply if such person acquires such Notes using the funds and profits of
such person’s operations through a permanent establishment in Singapore. Any person whose interest,
discount income, prepayment fee, redemption premium or break cost derived from the Notes is not
exempt from tax (including for the reasons described above) shall include such income in a return of
income made under the ITA.

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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: 2067
Tranche No: 1
SGD 600,000,000 4.500 per cent. Subordinated Notes due 2 December 2032 (the "Notes")
Issue Price: 100 per cent.
Australia and New Zealand Banking Group Limited
DBS Bank Ltd.
Oversea-Chinese Banking Corporation Limited
Standard Chartered Bank
United Overseas Bank Limited
(the "Joint Lead Managers")

The date of this Pricing Supplement is 31 August 2022

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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 16 November 2021 and the supplement to the Base Prospectus of the
Issuer dated 2 December 2021, 8 February 2022, 5 May 2022 and 21 July 2022 and the information in
Annexes A and B, which are each deemed to be incorporated by reference into the Information
Memorandum (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: 2067
(ii) Tranche Number: 1
3 (i) Specified Currency or
Currencies:
Singapore dollars ("SGD")
(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: SGD 600,000,000
(i) Series: SGD 600,000,000
(ii) Tranche: SGD 600,000,000
5 Issue Price: 100 per cent. of the Aggregate Principal Amount
6 (i) Specified Denomination(s)
(and Principal Amount):
SGD 250,000 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: SGD 250,000 as it may be adjusted in accordance with
Condition 5A.4
7 (i) Issue Date: 2 September 2022
(ii) Interest Commencement
Date:
Issue Date

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8 Maturity Date: 2 December 2032
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:
4.500 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 SORA
OIS Reset Rate on the day which is two Singapore
Business Days prior to the Optional Redemption Date
(the "Reset Determination Date") plus the Spread.
Where:
"5-Year SORA OIS Reset Rate" means, subject to
Condition 4(o) (Benchmark Replacement) as modified by
this Pricing Supplement, the 5-year offer rate at 4:00pm
(Singapore time) quoted on the Relevant Screen Page. If
such a rate does not appear on the Relevant Screen Page
at 4:00pm (Singapore time) on the Reset Determination
Date, the 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
Singaporean SORA OIS market to provide the
Calculation Agent with the rate at which swaps
in SGD SORA OIS are offered by it, as at
approximately 4:00pm (Singapore time) on the
Reset Determination Date and having a five-year
maturity (each, a "5-Year SORA OIS Reset
Quotation"); and
(ii) if at least three 5-Year SORA OIS Reset
Quotations are provided, the 5-Year SORA OIS
Reset Rate will be the arithmetic mean of such
5-
Year SORA OIS Reset Quotations,
eliminating the highest 5-Year SORA OIS Reset
Quotation (or, in the event of equality, one of the
highest) and the lowest 5-Year SORA OIS Reset

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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 SORA OIS Reset
Quotations are provided, the 5-Year SORA OIS
Reset Rate will be the 5-year offer rate that
appeared on the most recent Relevant Screen
Page that was last available prior to 4:00pm
(Singapore time) on the Reset Determination
Date as determined by the Calculation Agent.
"5.25 Year SORA OIS Rate" means the rate which is
calculated as a straight line interpolation (rounded to 3
decimal places) of:
(i) the rate in per cent. per annum appearing on the
Relevant Screen Page under the "BGN" panel
and the column headed "Ask" for a maturity of
5 years; and
(ii) the rate in per cent. per annum appearing on the
Relevant Screen Page under the "BGN" panel
and the column headed "Ask" for a maturity of
7 years.
"Relevant Screen Page" means the Bloomberg page
"OTC SGD OIS" under the "BGN" panel (or such other
page as ma
y replace such page on Bloomberg
Professional® service, or such other page as may be
determined by the Calculation Agent for purposes of
displaying comparable rates).
"Singapore Business Day" means a day (other than a
Saturday or Sunday) on which commercial banks and
foreign exchange markets settle payments generally in
Singapore.
"Spread" means 1.743 per cent. per annum, being the
difference between 4.501 per cent. (being the yield on a
semi-annual basis on the Trade Date) and the interpolated
5.25-year SORA OIS rate of 2.758 per cent. at the time of
pricing on the Trade Date.
"Trade Date" means 24 August 2022.
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 SORA OIS Reset Rate is the "Reference
Rate"
(ii) (a) Interest Payment
Date(s):
2 June and 2 December in each year commencing on 2
December 2022 (short first coupon), 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)

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(c) Interest Period
Date:
As defined in Condition 4(r)

(iii) Fixed Coupon
Amount(s):
Not Applicable
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: Actual/365 (Fixed)
(vi) Business Day
Convention:
Modified 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, Singapore, 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

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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

(ii) Optional Redemption
Date(s):
2 December 2027
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):
SGD 250,000 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
SGD 250,000 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)
SGD 250,000 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

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70-41041308

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:
Modified 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(s) noted above, London, Singapore and
Sydney
are 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 law, 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

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(iii)Write-Off (see Condition
5B.1 and 5C.1):
Not Applicable
(Where "Not Applicable" is specified at this item 36(iii),
this is without prejudice to the application of Condition
5B.5 where "Applicable" is specified at item 36(i))
38 Other final terms: Not Applicable
DISTRIBUTION
39 (i) If syndicated, names of
Managers:
Australia and New Zealand Banking Group Limited
DBS Bank Ltd.
Oversea-Chinese Banking Corporation Limited
Standard Chartered Bank
United Overseas Bank Limited
(ii)Stabilising Manager (if
any):
Not Applicable
40 If non-syndicated, name [and
address] of Dealer:
Not Applicable
41 Additional selling restrictions: Not Applicable
42 US Selling Restrictions: TEFRA Not Applicable; Reg S. Category 2
Signed on behalf of Australia and New Zealand Banking Group Limited:
By:
Duly Authorised Attorney
Adrian Went,
Group Treasurer

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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: The Notes to be issued are expected to be rated:




A rating is not a recommendation by any rating organisation to
buy, sell or hold Notes and may be subject to revision or
withdrawal at any time by the assigning rating organisation.
3 OPERATIONAL INFORMATION
ISIN Code: XS2526826198
Common Code: 252682619
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 th
e 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

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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

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ANNEX A – ADDITIONAL DISCLOSURE
This Annex A is deemed to be incorporated by reference in, and form part of, the Information
Memorandum.
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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ANNEX B – SINGAPORE TAXATION
This Annex B is deemed to be incorporated by reference in, and form part of, the Information
Memorandum.
The statements below are general in nature and are based on the laws (including certain aspects of
current tax laws in Singapore and administrative guidelines and circulars issued by the Monetary
Authority of Singapore ("MAS") and Inland Revenue Authority of Singapore ("IRAS")) in force as at the
date of this Pricing Supplement and are subject to any changes in such laws, administrative guidelines
or circulars, or the interpretation of those laws, guidelines or circulars, occurring after such date, which
changes could be made on a retroactive basis. These laws, guidelines and circulars are also subject to
various interpretations and the relevant tax authorities or the courts could later disagree with the
explanations or conclusions set out below. Neither these statements nor any other statements in this
Pricing Supplement are intended or are to be regarded as advice on the tax position of any holder of the
Notes or of any person acquiring, selling or otherwise dealing with the Notes or on any tax implications
arising from the acquisition, sale or other dealings in respect of the Notes. The statements made herein
do not purport to be a comprehensive or exhaustive description of all the tax considerations that may be
relevant to a decision to subscribe for, purchase, own or dispose of the Notes and do not purport to deal
with the tax consequences applicable to all categories of investors, some of which (such as dealers in
securities or financial institutions in Singapore which have been granted the relevant financial sector
incentive(s)) may be subject to special rules or tax rates. Prospective holders of the Notes are advised to
consult their own professional tax advisers as to the Singapore or other tax consequences of the
acquisition, ownership of or disposal of the Notes, including, in particular, the effect of any foreign, state
or local tax laws to which they are subject. It is emphasised that none of the Issuer, the Joint Lead
Managers and any other persons involved in the Programme or the issuance of the Notes accepts
responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or
disposal of the Notes.
Interest and Other Payments
Generally, interest and other payments derived by a holder of the Notes who is not resident in Singapore
and who does not have any permanent establishment in Singapore is not subject to tax, as such income
is likely to be regarded as arising from a source outside Singapore, given that the Issuer is issuing the
Notes outside Singapore and not through a branch or otherwise in Singapore. However, even if such
interest and payments are regarded as sourced in Singapore, such interest and other payments may also
be exempt from tax, including withholding of tax, if the Notes qualify as "qualifying debt securities" as
discussed below.
Subject to the following paragraphs, under Section 12(6) of the Income Tax Act 1947 (2020 Revised
Edition) of Singapore ("ITA"), the following payments are deemed to be derived from Singapore:
(a)any interest, commission, fee or any other payment in connection with any loan or indebtedness
or with any arrangement, management, guarantee, or service relating to any loan or indebtedness
which is (i) borne, directly or indirectly, by a person resident in Singapore or a permanent
establishment in Singapore (except in respect of any business carried on outside Singapore
through a permanent establishment outside Singapore or any immovable property situate
d
out
side Singapore) or (ii) deductible against any income accruing in or derived from Singapore;
or
(b)any income derived from loans where the funds provided by such loans are brought into or used
in Singapore.
Such payments, where made to a person not known to the paying party to be a resident in Singapore for
tax purposes, are generally subject to withholding tax in Singapore. The rate at which tax is to be withheld
for such payments (other than those subject to the 15 per cent. final withholding tax described below) to
non-resident persons (other than non-resident individuals) is currently 17 per cent. The applicable rate
for non-resident individuals is currently 22 per cent., and is proposed to be increased to 24 per cent. from
the year of assessment 2024 pursuant to the Singapore Budget Statement 2022. However, if the payment
is derived by a person not resident in Singapore otherwise than from any trade, business, profession or
vocation carried on or exercised by such person in Singapore and is not effectively connected with any
permanent establishment in Singapore of that person, the payment is subject to a final withholding tax
of 15 per cent. The rate of 15 per cent. may be reduced by applicable tax treaties.

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However, certain Singapore-sourced investment income derived by individuals from financial
instruments is exempt from tax, including:
(i)interest from debt securities derived on or after 1 January 2004;
(ii)discount income (not including discount income arising from secondary trading) from debt
securities derived on or after 17 February 2006; and
(iii)prepayment fee, redemption premium and break cost from debt securities derived on or after 1
5
F
ebruary 2007,
except where such income is derived through a partnership in Singapore or is derived from the carrying
on of a trade, business or profession in Singapore.
The terms "break cost", "prepayment fee" and "redemption premium" are defined in the ITA as follows:
"break cost", in relation to debt securities and qualifying debt securities, means any fee payable by the
issuer of the securities on the early redemption of the securities, the amount of which is determined by
any loss or liability incurred by the holder of the securities in connection with such redemption;
"prepayment fee", in relation to debt securities and qualifying debt securities, means any fee payable by
the issuer of the securities on the early redemption of the securities, the amount of which is determined
by the terms of the issuance of the securities; and
"redemption premium", in relation to debt securities and qualifying debt securities, means any premium
payable by the issuer of the securities on the redemption of the securities upon their maturity.
References to "break cost", "prepayment fee" and "redemption premium" in this Singapore tax disclosure
have the same meaning as defined in the ITA.
In addition, if more than half of the Notes are distributed by any or any combination of financial
institutions in Singapore with the Financial Sector Incentive (Bond Market), Financial Sector Incentive
(Standard Tier) or Financial Sector Incentive (Capital Market) tax incentives (as defined in the ITA), the
Notes would be "qualifying debt securities" for the purposes of the ITA, to which the following
treatments shall apply:
(i)subject to certain prescribed conditions having been fulfilled (including the furnishing by the
Issuer, or such other person as the MAS may direct, to the MAS of a return on debt securities
in respect of the Notes in the prescribed format within such period as the MAS may specify a
nd
s
uch other particulars in connection with the Notes as the MAS may require, and the inclusi
on
by t
he Issuer in all offering documents relating to the Notes of a statement to the effect that
where interest, discount income, prepayment fee, redemption premium or break cost from the
Notes is derived by a person who is not resident in Singapore and who carries on any operati
on
i
n Singapore through a permanent establishment in Singapore, the tax exemption for qualifying
debt securities shall not apply if the non-resident person acquires the Notes using the funds a
nd
pr
ofits of such person's operations through the Singapore permanent establishment), interest,
discount income (not including discount income arising from secondary trading), prepayment
fee, redemption premium and break cost (collectively, the "Specified Income") from the Notes
paid by the Issuer and derived by a holder who is not resident in Singapore and who (aa) does
not have any permanent establishment in Singapore or (bb) carries on any operation i
n
S
ingapore through a permanent establishment in Singapore but the funds used by that person t
o
a
cquire the Notes are not obtained from such person's operation through a permanent
establishment in Singapore, are exempt from Singapore income tax;
(ii)subject to certain conditions having been fulfilled (including the furnishing by the Issuer, or
such other person as the MAS may direct, to the MAS of a return on debt securities in respect
of the Notes in the prescribed format within such period as the MAS may specify and such other
particulars in connection with the Notes as the MAS may require), Specified Income from the
Notes derived by any company or body of persons (as defined in the ITA) in Singapore, other
than any non-resident who qualifies for the tax exemption as described in paragraph (i) above,
is subject to income tax at a concessionary rate of 10 per cent. (except for holders of the relevant
Financial Sector Incentive(s) who may be taxed at different rates); and
(iii)subject to:
(aa)the Issuer including in all offering documents relating to the Notes a statement to the
effect that any person whose interest, discount income, prepayment fee, redemption

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premium or break cost (i.e. the Specified Income) derived from the Notes is not exempt
from tax shall include such income in a return of income made under the ITA; and
(bb) the Issuer, or such other person as the MAS may direct, furnishing to the MAS a return
on debt securities in respect of the Notes in the prescribed format within such period
as the MAS may specify and such other particulars in connection with the Notes as the
MAS may require,
payments of Specified Income derived from the Notes are not subject to withholding of tax by
the Issuer.
However, notwithstanding the foregoing:
(A)if during the primary launch of any tranche of the Notes, the Notes are issued to fewer than four
(4)
pe
rsons and 50 per cent. or more of the issue of such Notes is beneficially held or funded,
directly or indirectly, by related parties of the Issuer, such Notes would not qualify as
"qualifying debt securities"; a
nd
(
B)even where the Notes are "qualifying debt securities", if, at any time during the tenure of suc
h
N
otes, 50 per cent. or more of the issue of such Notes which are outstanding at any time during
the life of their issue is beneficially held or funded, directly or indirectly, by any related party(ies)
of the Issuer, Specified Income derived from such Notes held by:
(i)any related party of the Issuer; or
(ii)any other person where the funds used by such person to acquire such Notes are
obtained, directly or indirectly, from any related party of the Issuer,
shall not be eligible for the tax exemption or concessionary rate of tax as described above.
The term "related party", in relation to a person (A), means any other person who, directly or indirectly,
controls A, or is controlled, directly or indirectly, by A, or where A and that other person, directly or
indirectly, are under the control of a common person.
Where interest, discount income, prepayment fee, redemption premium or break cost (i.e. the Specified
Income) is derived from the Notes by any person who is not resident in Singapore and who carries on
any operations in Singapore through a permanent establishment in Singapore, the tax exemption available
for qualifying debt securities under the ITA (as mentioned above) shall not apply if such person acquires
such Notes using the funds and profits of such person's operations through a permanent establishment in
Singapore.
Notwithstanding that the Issuer is permitted to make payments of Specified Income in respect of the
Notes without deduction or withholding of tax under Section 45 or Section 45A of the ITA, any person
whose Specified Income (whether it is interest, discount income, prepayment fee, redemption premium
or break cost) derived from the Notes is not exempt from tax is required to include such income in a
return of income made under the ITA.
Capital Gains
Any gains considered to be in the nature of capital made from the sale of the Notes will not be taxable in
Singapore. However, any gains derived by any person from the sale of the Notes which are gains from
any trade, business, profession or vocation carried on by that person, if accruing in or derived from
Singapore, may be taxable as such gains are considered revenue in nature.
Holders of the Notes who apply or who are required to apply Singapore Financial Reporting Standard 39
– Financial Instruments: Recognition and Measurement ("FRS 39"), Singapore Financial Reporting
Standard 109 – Financial Instruments ("FRS 109") or Singapore Financial Reporting Standard
(International) 9 ("SFRS(I) 9") (as the case may be), may for Singapore income tax purposes be require
d
t
o recognise gains or losses (not being gains or losses in the nature of capital) on the Notes, irrespective
of disposal, for tax purposes in accordance with the provisions of FRS 39, FRS 109 or SFRS(I) 9 (as th
e
c
ase may be) (as modified by the applicable provisions of Singapore income tax law) even though no
sale or disposal of the Notes is made. Please see the section below on "Adoption of FRS 39, FRS 109 or
SFRS(I) 9 Treatment for Singapore Income Tax Purposes".
Adoption of FRS 39, FRS 109 or SFRS(I) 9 Treatment for Singapore Income Tax Purposes
Section 34A of the ITA provides for the tax treatment for financial instruments in accordance with FRS
39 (subject to certain exceptions and "opt-out" provisions) to taxpayers who are required to comply with

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FRS 39 for financial reporting purposes. The IRAS has also issued an e-tax guide entitled "Income Tax
Implications Arising from the Adoption of FRS 39 – Financial Instruments: Recognition &
Measurement".
FRS 109 or SFRS(I) 9 (as the case may be) is mandatorily effective for annual periods beginning on or
after 1 January 2018, replacing FRS 39. Section 34AA of the ITA requires taxpayers who comply or who
are required to comply with FRS 109 or SFRS(I) 9 for financial reporting purposes to calculate their
profit, loss or expense for Singapore income tax purposes in respect of financial instruments in
accordance with FRS 109 or SFRS(I) 9 (as the case may be), subject to certain exceptions. The IRAS
has also issued an e-tax guide entitled "Income Tax: Income Tax Treatment Arising from Adoption of
FRS 109 - Financial Instruments".
Holders of the Notes who may be subject to the tax treatment under sections 34A or 34AA of the ITA
should consult their own accounting and tax advisers regarding the Singapore income tax consequences
of their acquisition, holding or disposal of the Notes.
Estate Duty
Singapore estate duty has been abolished with respect to all deaths occurring on or after 15 February
2008.
Risks relating to Singapore Taxation
The Notes are intended to be "qualifying debt securities" for the purposes of the ITA, subject to the
fulfilment of certain conditions more particularly described above. However, should the relevant tax laws
be amended or revoked at any time, there is a risk that the Notes will no longer benefit from the tax
concessions in connection therewith which could have an adverse impact on the tax position of
Noteholders.

Australia and New Zealand Banking Group Limited
(Australian Business Number: 11 005 357 522)
ANZ Bank New Zealand Limited
ANZ New Zealand (Int'l) Limited
US$60,000,000,000
Euro Medium Term Note Programme
Under the US$60,000,000,000 Euro Medium Term Note Programme (the "Programme") established by
Australia and New Zealand Banking Group Limited ("ANZBGL"), ANZ Bank New Zealand Limited
("ANZ New Zealand") and ANZ New Zealand (Int'l) Limited ("ANZNIL") (each an "Issuer" and
together the "Issuers"), each Issuer may from time to time issue notes ("Notes") denominated in any
currency agreed between it and the relevant Dealer(s) (as defined below). This document (the "Base
Prospectus") comprises a separate base prospectus for each Issuer as further described on pages (iv) to
(vi). The payment of all amounts due in respect of any Notes issued by ANZNIL will be unconditionally
and irrevocably guaranteed by ANZ New Zealand (in such capacity, the "Guarantor"). This Base
Prospectus supersedes and replaces in its entirety the Base Prospectus dated 20 November 2020 (as
supplemented) for each of ANZBGL, ANZ New Zealand and ANZNIL with regard to the Programme.
Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to
the provisions described herein.
The Notes may be issued on a continuing basis to ANZBGL, Barclays Bank PLC, Barclays Capital Asia
Limited, BNP Paribas, Citigroup Global Markets Limited, Credit Suisse International, Daiwa Capital
Markets Europe Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, HSBC
Bank plc, J.P. Morgan Securities plc, Merrill Lynch International, Morgan Stanley & Co. International
plc, RBC Europe Limited, Société Générale and UBS AG London Branch (as dealers under the
Programme) and/or any additional dealer appointed under the Programme (and whose appointment has
not been terminated) from time to time by the relevant Issuer (each a "Dealer" and together, the
"Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this
Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be)
subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. References in
this Base Prospectus to the "Arranger" shall be to Deutsche Bank AG, London Branch, in its capacity
as arranger of the Programme.
Prospective investors should review the factors described under the section headed "Risk Factors"
on pages 20 to 68 of this Base Prospectus. This Base Prospectus does not describe all of the risks of
an investment in the Notes.
Prospective investors should ensure that they understand the nature of the relevant Notes and the
extent of their exposure to risks and that they consider the suitability of the relevant Notes as an
investment in the light of their own circumstances and financial condition. It is the responsibility
of prospective investors to ensure that they have sufficient knowledge, experience and professional
advice to make their own legal, financial, tax, accounting and other evaluation of the merits and
risks of investing in the Notes and are not relying on the advice of the relevant Issuer, the
Guarantor or the relevant Dealer(s) in that regard.
This Base Prospectus constitutes three base prospectuses, one for each Issuer and has been approved by
the United Kingdom Financial Conduct Authority (the "FCA"), as competent authority under Regulation
(EU) 2017/1129 as it forms part of United Kingdom ("UK") domestic law by virtue of the European
Union (Withdrawal) Act 2018 (the "EUWA") and the regulations made under the EUWA (the "UK

Prospectus Regulation"). The FCA only approves this Base Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such
approval should not be considered as an endorsement of an Issuer or the Guarantor nor as an endorsement
of the quality of any Notes that are the subject of this Base Prospectus. Investors should make their own
assessment as to the suitability of investing in any such Notes. This Base Prospectus is valid for a period
of twelve months from the date of approval.
Application has been made to the FCA in its capacity as competent authority under the Financial Services
and Markets Act 2000, as amended (the "FSMA") for Notes issued under the Programme to be admitted
to the Official List of the FCA (the "Official List") and to the London Stock Exchange plc (the "London
Stock Exchange") for such Notes to be admitted to trading on the main market of the London Stock
Exchange (the "main market of the London Stock Exchange")during the period of 12 months from
the date of this Base Prospectus. The main market of the London Stock Exchange is a UK regulated
market for the purposes of Regulation (EU) No 600/2014 on markets in financial instruments as it forms
part of domestic law by virtue of the EUWA ("UK MiFIR"). Admission to the Official List together
with admission to the main market of the London Stock Exchange constitutes official listing on the
London Stock Exchange. References in this Base Prospectus to Notes being "listed" (and all related
references) shall, unless the context otherwise requires, mean that such Notes have been admitted to
trading on the main market of the London Stock Exchange and have been admitted to the Official List.
Pages 241 to 366 of this document comprise an information memorandum (the "Information
Memorandum") in respect of issues of notes which are not admitted to the Official List or any other UK
regulated market or any market in the European Economic Area ("EEA") which is a regulated market
for the purposes of Directive 2014/65/EU (as amended, "MiFID II") or offered to the public in the UK
or in the EEA ("Non PR Notes"). The Information Memorandum has not been reviewed or approved by
the FCA and does not constitute a prospectus for the purposes of the UK Prospectus Regulation.
The principal amount (being the amount which is used to calculate payments made on each Note or Non
PR Note) of all Notes and Non PR Notes outstanding at any time under the Programme will not exceed
US$60,000,000,000 (or its equivalent in other currencies), provided that the principal amount of all Notes
and Non PR Notes issued by ANZBGL outstanding at any time will not exceed US$50,000,000,000 and
the principal amount of all Notes and Non PR Notes issued by ANZ New Zealand and ANZNIL,
collectively, outstanding at any time will not exceed US$10,000,000,000.
ANZNIL will issue Notes under the Programme acting through its London branch. ANZNIL issues Notes
under the Programme through its London branch for certain legal, administrative and regulatory reasons,
including (without limitation) to facilitate timely access to funding markets. Interest payments thereunder
are subject to applicable tax laws and regulations of the United Kingdom and other jurisdictions – see
section entitled "Taxation" on pages 208 to 215. Investors should be aware that a branch is not a
subsidiary and does not comprise a separate legal entity. The obligations under the Notes issued by
ANZNIL acting through its London branch are of ANZNIL only, and investors' claims under such Notes
are only against ANZNIL (although, as noted above, the payment of all amounts due in respect of any
Notes issued by ANZNIL will be unconditionally and irrevocably guaranteed by ANZ New Zealand).
The Notes issued by ANZ New Zealand or ANZNIL are not guaranteed by, and do not represent deposit
liabilities or protected accounts of, ANZBGL.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and any other terms and conditions not contained herein which are applicable to each
Tranche as defined in the Terms and Conditions of the Notes set out at pages 72 to 135 of this Base
Prospectus (the "Conditions") will be set out in a separate document containing the final terms for that
Tranche (the "Final Terms") which, with respect to Notes to be listed on the London Stock Exchange,
will be delivered to the FCA and the London Stock Exchange on or before the date of issue of such
Tranche of Notes.
Arranger
Deutsche Bank
Dealers

ANZ Barclays
BNP PARIBAS BofA Securities
Citigroup Credit Suisse
Daiwa Capital Markets Europe Deutsche Bank
Goldman Sachs International HSBC
J.P. Morgan Morgan Stanley
RBC Capital Markets
Société Générale
Corporate & Investment Banking
UBS Investment Bank
The date of this Base Prospectus is 16 November 2021

iv
IMPORTANT NOTICES
ANZBGL Base Prospectus
In respect of ANZBGL, the following sections (other than information in respect of ANZ New Zealand
and ANZNIL) of this Base Prospectus will comprise a base prospectus for the purpose of giving
information with regard to the Notes issued by ANZBGL (the "ANZBGL Base Prospectus"):
(a)this section entitled "Important Notices" on pages iv to xii;
(b)the section entitled "Programme Overview" on pages 14 to 19;
(c)the section entitled "Risk Factors" on pages 20 to 68 but excluding the section entitled "Risks
related to NZ Subordinated Notes issued under the Programme";
(d)the section entitled "Terms and Conditions of the Notes" on pages 72 to 135;
(e)the section entitled "Form of the Notes" on pages 136 to 144;
(f)the section entitled "Description of Australia and New Zealand Banking Group Limited and its
Subsidiaries" on pages 145 to 149;
(g)the section entitled "Description of Supervision and Regulation of Australia and New Zealand
Banking Group Limited" on pages 150 to 167;
(h)the section entitled "Description of ANZ Bank New Zealand Limited" on pages 168 to 171;
(i)the section entitled "Description of Supervision and Regulation of ANZ Bank New Zealand
Limited and ANZ New Zealand (Int'l) Limited" on pages 174 to 194;
(j)the section entitled "Information Incorporated by Reference" on pages 195 to 196;
(k)the section entitled "Subscription and Sale" on pages 197 to 207;
(l)the section entitled "Taxation" on pages 208 to 215;
(m)the section entitled "Use of Proceeds" on page 216;
(n)the section entitled "Form of Final Terms" on pages 217 to 236; and
(o)Paragraphs 1, 2, 3(i), 4, 5, 6, 7, 8, 10, 11 and 12(i) of the section entitled "Additional
Information" on pages 237 to 240.
ANZ New Zealand Base Prospectus
In respect of ANZ New Zealand, the following sections (other than information in respect of ANZBGL
and ANZNIL) of this Base Prospectus will comprise a base prospectus for the purpose of giving
information with regard to the Notes issued by ANZ New Zealand (the "ANZ New Zealand Base
Prospectus"):
(a)this section entitled "Important Notices" on pages iv to xii;
(b)the section entitled "Programme Overview" on pages 14 to 19;
(c)the section entitled "Risk Factors" on pages 20 to 68;
(d)the section entitled "Additional Information in relation to NZ Subordinated Notes" on pages 69
to 71;
(e)the section entitled "Terms and Conditions of the Notes" on pages 72 to 135;
(f)the section entitled "Form of the Notes" on pages 136 to 144;

v
(g)the section entitled "Description of Australia and New Zealand Banking Group Limited and its
Subsidiaries" on pages 145 to 149;
(h)the section entitled "Description of Supervision and Regulation of Australia and New Zealand
Banking Group Limited" on pages 150 to 167;
(i)the section entitled "Description of ANZ Bank New Zealand Limited" on pages 168 to 171;
(j)the section entitled "Description of Supervision and Regulation of ANZ Bank New Zealand
Limited and ANZ New Zealand (Int'l) Limited" on pages 174 to 194;
(k)the section entitled "Information Incorporated by Reference" on pages 195 to 196;
(l)the section entitled "Subscription and Sale" on pages 197 to 207;
(m)the section entitled "Taxation" on pages 208 to 215;
(n)the section entitled "Use of Proceeds" on page 216;
(o)the section entitled "Form of Final Terms" on pages 217 to 236; and
(p)Paragraphs 1, 2, 3(ii), 4, 5, 6, 7, 9, 10, 11 and 12(ii) of section entitled "Additional Information"
on pages 237 to 240.
ANZNIL Base Prospectus
In respect of ANZNIL, the following sections (other than information in respect of ANZBGL) of this
Base Prospectus will comprise a base prospectus for the purpose of giving information with regard to the
Notes issued by ANZNIL (the "ANZNIL Base Prospectus"):
(a)this section entitled "Important Notices" on pages iv to xii;
(b)the section entitled "Programme Overview" on pages 14 to 19;
(c)the section entitled "Risk Factors" on pages 20 to 68 but excluding the section entitled "Risks
related to NZ Subordinated Notes issued under the Programme";
(d)the section entitled "Terms and Conditions of the Notes" on pages 72 to 135;
(e)the section entitled "Form of the Notes" on pages 136 to 144;
(f)the section entitled "Description of Australia and New Zealand Banking Group Limited and its
Subsidiaries" on pages 145 to 149;
(g)the section entitled "Description of Supervision and Regulation of Australia and New Zealand
Banking Group Limited" on pages 150 to 167;
(h)the section entitled "Description of ANZ Bank New Zealand Limited" on pages 168 to 171;
(i)the section entitled "Description of ANZ New Zealand (Int'l) Limited" on pages 172 to 173;
(j)the section entitled "Description of Supervision and Regulation of ANZ Bank New Zealand
Limited and ANZ New Zealand (Int'l) Limited" on pages 174 to 194;
(k)the section entitled "Information Incorporated by Reference" on pages 195 to 196;
(l)the section entitled "Subscription and Sale" on pages 197 to 207;
(m)the section entitled "Taxation" on pages 208 to 215;
(n)the section entitled "Use of Proceeds" on page 216;
(o)the section entitled "Form of Final Terms" on pages 217 to 236; and

vi
(p)Paragraphs 1, 2, 3(ii), 3(iii), 4, 5, 6, 7, 9, 10, 11 and 12(iii) of Section "Additional Information"
on pages 237 to 240.
Responsibility for the information contained in this Base Prospectus
ANZBGL accepts responsibility for the information contained in the ANZBGL Base Prospectus and, in
relation to each issue of Notes by ANZBGL, the applicable Final Terms for such issue, and to the best
of the knowledge of ANZBGL, such information is in accordance with the facts and the ANZBGL Base
Prospectus does not omit anything likely to affect the import of such information.
ANZ New Zealand accepts responsibility for the information contained in the ANZ New Zealand Base
Prospectus and, in relation to each issue of Notes by ANZ New Zealand, the applicable Final Terms for
such issue, and to the best of the knowledge of ANZ New Zealand, such information is in accordance
with the facts and the ANZ New Zealand Base Prospectus does not omit anything likely to affect the
import of such information.
Each of ANZNIL and the Guarantor accepts responsibility for the information contained in the ANZNIL
Base Prospectus and, in relation to each issue of Notes by ANZNIL, the applicable Final Terms for such
issue, and to the best of the knowledge of each of ANZNIL and the Guarantor, such information is in
accordance with the facts and the ANZNIL Base Prospectus does not omit anything likely to affect the
import of such information.
Use of defined terms in this Base Prospectus
Certain terms or phrases in this Base Prospectus are defined in double quotation marks and subsequent
references to that term or phrase are designated with initial capital letters.
In this Base Prospectus, all references to the "Issuers" are to ANZBGL, ANZ New Zealand and
ANZNIL, which are the issuers of the Notes to be issued under the Programme. All references herein to
the "Group" or to "ANZ", except in the section titled "Risks relating to the Issuers' and the Guarantor's
businesses", are to ANZBGL and its subsidiaries. All references herein to the "ANZ New Zealand
Group" are to ANZ New Zealand and its subsidiaries. References in the section titled "Risks relating to
the Issuers' and the Guarantor's businesses" to the "Group" or to "ANZ" are to ANZBGL and its
subsidiaries or ANZ New Zealand and its subsidiaries as the context requires. See the section entitled
"Description of Australia and New Zealand Banking Group Limited and its subsidiaries" for more
details.
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "A$","$", "dollars" or "Australian
dollars" are (unless indicated otherwise) to the lawful currency of Australia, references to "euro" or "€"
are to the currency introduced at the start of the third stage of the European economic and monetary
union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the
introduction of the euro, as amended from time to time, references to "NZ$" are to the lawful currency
of New Zealand, references to "Renminbi" are to the lawful currency of the People's Republic of China,
references to "Sterling" are to the lawful currency of the United Kingdom, references to "US$" or "US
dollars" are to the lawful currency of the United States, and references to "Yen" are to the lawful
currency of Japan.
The "Guarantee" means the guarantee by ANZ New Zealand in favour of ANZNIL (described on page
72 of this Base Prospectus).
In this Base Prospectus, unless otherwise specified, references to "Common Equity Tier 1 Capital",
"Additional Tier 1 Capital", "Tier 1 Capital", "Tier 2 Capital" have the meaning given to them from
time to time by the Australian Prudential Regulation Authority ("APRA") in the case of ANZBGL or the
Group or, if the context requires, the Reserve Bank of New Zealand ("RBNZ") in the case of ANZ New
Zealand or the ANZ New Zealand Group. The meanings given by APRA can be found under its
Prudential Standard APS 111 (Capital Adequacy: Measurement of Capital) and the meanings given by
RBNZ can be found under its Prudential Supervision Department Document BS2B (Capital Adequacy
Framework (Internal Models Based Approach)) for the period up to and including 30 September 2021,
and under its Banking Prudential Requirements document BPR110 (Capital Definitions) from 1 October
2021. Broadly:

vii
Tier 1 Capital is made up of Common Equity Tier 1 Capital and Additional Tier 1 Capital;
Common Equity Tier 1 Capital is the highest quality, most loss absorbent form of capital for a
bank and consists of paid up ordinary shares, certain reserves and retained earnings less certain
deductions;
Additional Tier 1 Capital is high quality capital for a bank and consists of certain securities not
classified as Common Equity Tier 1 Capital but with loss absorbing characteristics; and
Tier 2 Capital consists of subordinated instruments and, while it is a lesser form of capital for a
bank than Tier 1 Capital, it still has some capacity to absorb losses and strengthens banks' overall
capital positions.
In this Base Prospectus, references to "ANZBGL 2021 Audited Financial Statements" and to
"ANZBGL 2020 Audited Financial Statements" are to the audited annual consolidated financial
statements of the Group in respect of the years ended 30 September 2021 and 2020 respectively;
references to "ANZ New Zealand 2021 Audited Financial Statements" and to "ANZ New Zealand
2020 Audited Financial Statements" are to the audited annual consolidated financial statements of ANZ
New Zealand in respect of the years ended 30 September 2021 and 2020 respectively; references to
"ANZNIL 2021 Audited Financial Statements" and to "ANZNIL 2020 Audited Financial
Statements" are to the audited annual financial statements of ANZNIL in respect of the years ended 30
September 2021 and 2020 respectively; references to the "ANZ New Zealand 2021 Disclosure
Statement" are to the disclosure statement of the ANZ New Zealand Group for the year ended 30
September 2021; references to the "ANZ New Zealand Half Year Disclosure Statement" are to the
disclosure statement of the ANZ New Zealand Group for the six months ended 31 March 2021; and
references to the "ANZ New Zealand 2020 Disclosure Statement" are to the disclosure statement of
the ANZ New Zealand Group for the year ended 30 September 2020.
The Notes are not protected by the Financial Services Compensation Scheme
The Notes to be issued under the Programme are not protected by the Financial Services Compensation
Scheme (the "FSCS"). As a result, neither the FSCS nor anyone else will pay compensation to you upon
the failure of the relevant Issuer, the Guarantor or the Group as a whole. If the relevant Issuer and/or the
Guarantor go out of business or become insolvent, you may lose all or part of your investment in any
Notes.
The Notes do not benefit from deposit protection under the Banking Act 1959 of Australia
The Notes issued by an Issuer will not be deposit liabilities or protected accounts (as defined in the
Banking Act 1959 of Australia (the "Banking Act")) of that Issuer. A "protected account" is broadly an
account kept by an account holder with an authorised deposit-taking institution ("ADI") (i) where the
ADI is required to pay the account-holder, on demand or at an agreed time, the net credit balance of the
account; or (ii) that is otherwise prescribed by regulation. Protected accounts include current accounts,
savings accounts and term deposit accounts. Protected accounts must be recorded in Australian currency
and must not be kept at a foreign branch of an ADI. The Notes are not guaranteed or insured by any
government, government agency or compensation scheme of Australia or any jurisdiction. Notes issued
by ANZ New Zealand and ANZNIL are not guaranteed by, and do not represent deposit liabilities or
protected accounts of, ANZBGL. ANZ New Zealand and ANZNIL are not ADIs in Australia.
Information incorporated by reference in this Base Prospectus
This Base Prospectus, including the Appendices, must be read together with all information which is
deemed to be incorporated in this Base Prospectus by reference (see section entitled "Information
Incorporated by Reference").
Information contained in or accessible from any website referenced in this Base Prospectus does not form
a part of this Base Prospectus except as specifically incorporated by reference, see "Information
Incorporated by Reference".
Third Party Information

viii
Information contained in this Base Prospectus which is sourced from a third party has been accurately
reproduced and, as far as the relevant Issuer and, where applicable, the Guarantor is aware and is able to
ascertain from information published by the relevant third party, no facts have been omitted which would
render the reproduced information inaccurate or misleading. The relevant Issuer has also identified the
source(s) of such information.
Credit Rating Agency Regulation notice







None of S&P Global, Moody's and Fitch is established in the UK nor registered under Regulation (EC)
No 1060/2009 as it forms part of domestic law by virtue of the EUWA (the "UK CRA Regulation").
S&P Global Ratings UK Limited currently endorses the global scale credit ratings issued by S&P Global,
Moody's Investors Service Limited currently endorses the global scale credit ratings issued by Moody's
and Fitch Ratings Ltd currently endorses the international credit ratings published by Fitch for regulatory
purposes in the UK in accordance with the UK CRA Regulation. Each of S&P Global Ratings UK
Limited, Moody's Investors Service Limited and Fitch Ratings Ltd have been registered under the UK
CRA Regulation and, as such are included in the list of credit rating agencies published by the FCA on
its website in accordance with the UK CRA Regulation. There can be no assurance that S&P Global
Ratings UK Limited, Fitch Ratings Ltd and Moody's Investors Service Limited will continue to endorse
credit ratings issued by S&P, Fitch and Moody's respectively.
None of S&P Global, Moody's and Fitch is established in the European Union nor registered under
Regulation (EC) No. 1060/2009 (as amended by Regulation (EC) No. 513/2011) (the "EU CRA
Regulation"). S&P Global Ratings Europe Limited currently endorses the global scale credit ratings
issued by S&P, Fitch Ratings Ireland Limited currently endorses the international credit ratings published
by Fitch and Moody's Deutschland GmbH currently endorses global scale credit ratings issued by
Moody's, for regulatory purposes in the European Union in accordance with the EU CRA Regulation.
Each of S&P Global Ratings Europe Limited, Fitch Ratings Ireland Limited and Moody's Deutschland
GmbH have been registered under the EU CRA Regulation and, as such are included in the list of
registered credit rating agencies published by the European Securities and Markets Authority ("ESMA").
There can be no assurance that S&P Global Ratings Europe Limited, Fitch Ratings Ireland Limited and
Moody's Deutschland GmbH will continue to endorse credit ratings issued by S&P, Fitch and Moody's
respectively.
Notes issued under the Programme may be rated or unrated and any applicable rating(s) of the Notes will
be specified in the relevant Final Terms. A credit rating is not a recommendation to buy, sell or hold the
Notes and may be subject to revision, suspension or withdrawal at any time by the relevant rating agency.
Credit ratings in respect of the Notes or the Issuers are for distribution only to a person in Australia who
is not a "retail client" within the meaning of section 761G of the Corporations Act 2001 of Australia (the
"Corporations Act") and is also a sophisticated investor, professional investor or other investor in
respect of whom disclosure is not required under Part 6D.2 or Chapter 7 of the Corporations Act and, in
all cases, in such circumstances as may be permitted by applicable law in any jurisdiction in which an
investor may be located. Anyone who is not such a person is not entitled to receive the Base Prospectus
and anyone who receives the Base Prospectus must not distribute it to any person who is not entitled to
receive it.
Notice to potential investors
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of any investment in light of its own circumstances. In particular, each potential
investor should consider, either on its own or with the help of its financial and other professional advisers,
whether it:

ix
(a)has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes, the rights attaching to the Notes and the information
contained in or incorporated into this Base Prospectus (and any applicable supplement to this
Base Prospectus) or the relevant Final Terms;
(b)has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(c)has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes where the currency for principal or interest payments is different from
the potential investor's currency;
(d)understands thoroughly the terms of the Notes and is familiar with the behaviour of the financial
markets and their potential impact on the likelihood of certain events under the Notes occurring;
and
(e)is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations, and/or
review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as
collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any
Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine
the appropriate treatment of Notes under any applicable risk-based capital or similar rules.
None of this Base Prospectus, any information or any document incorporated by reference herein, or any
Final Terms constitute an offer of, or an invitation to subscribe for or purchase, any Notes by any of the
Issuers, the Guarantor, the Dealers or the Arranger or is intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by the Issuers, the Guarantor, the
Dealers or any of them that any recipient of this Base Prospectus, any information or any document
incorporated by reference herein, or any Final Terms should subscribe for or purchase any Notes. Each
recipient of this Base Prospectus, any information or any document incorporated by reference herein, or
any Final Terms shall be taken to have made its own investigation and appraisal of the condition
(financial or otherwise) of the relevant Issuer and, where applicable, the Guarantor. None of the Dealers
or the Arranger undertakes to review the financial condition or affairs of any of the Issuers or the
Guarantor during the life of the arrangements contemplated by this Base Prospectus nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the Dealers
or the Arranger.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuers, the
Guarantor or any of the Dealers or the Arranger. Neither the delivery of this Base Prospectus nor any
sale made in connection herewith shall, under any circumstances, create any implication that there has
been no change in the affairs of any of the Issuers or the Guarantor since the date hereof or the date upon
which this Base Prospectus has been most recently amended or supplemented or that there has been no
adverse change in the financial position of any of the Issuers or the Guarantor since the date hereof or
the date upon which this Base Prospectus has been most recently amended or supplemented or that any
other information supplied in connection with the Programme is correct as of any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
Neither the Notes nor the Guarantee have been, and neither will be, registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state
or other jurisdiction in the United States. Subject to certain exceptions, Notes may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act). Notes in bearer form may be subject to U.S. tax law requirements and may not
be offered, sold or delivered within the United States or its possessions or to a United States person (as
defined in the U.S. Internal Revenue Code of 1986, as amended (the "U.S. Internal Revenue Code")).

x
For a description of certain restrictions on offers and sales of Notes and on distribution of this Base
Prospectus or any Final Terms, see the section entitled "Subscription and Sale".
IMPORTANT – 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 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 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 "EUPRIIPs 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.
IMPORTANT – 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 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 EUWA; (ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and regulations made under
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.
MiFID II Product Governance / target market - The Final Terms (or Pricing Supplement, as the case
may be) in respect of any Notes may include a legend entitled "MiFID II Product Governance" which
will outline the conclusion of the target market assessment completed by the relevant "manufacturer(s)"
in respect of the Notes and which channels for distribution of the Notes they consider are appropriate.
Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
A determination will be made by the relevant Dealer(s) in relation to each issue about whether, for the
purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID
Product Governance Rules"), any Dealer subscribing for any Notes is a "manufacturer" in respect of
such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will
be a manufacturer for the purpose of the MiFID Product Governance Rules.
Each Issuer is not subject to MiFID II and any implementation thereof by an EU Member State. It is
therefore not a "manufacturer" for the purposes of the MiFID Product Governance Rules and has no
responsibility or liability for identifying a target market, or any other product governance obligation set
out in MiFID II, for financial instruments it issues (including any target market assessment for the
relevant Notes).
UK MiFIR Product Governance / target market – The Final Terms (or Pricing Supplement, as the
case may be) in respect of any Notes may include a legend entitled "UK MiFIR Product Governance"
which will outline the conclusion of the target market assessment completed by the relevant
"manufacturer(s)" in respect of the Notes and which channels for distribution of the Notes they consider
are appropriate. Any distributor subsequently offering, selling or recommending the Notes should take
into consideration the 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 target market assessment) and determining appropriate distribution channels.

xi
A determination will be made by the relevant Dealer(s) in relation to each issue about whether, for the
purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of
their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance
Rules.
Each Issuer is not subject to UK MiFIR. It 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 UK MiFIR, for financial instruments it issues
(including any target market assessment for the relevant Notes).
No retail product distribution conduct
This Base Prospectus and the Notes are not for distribution to any person in Australia who is a retail
client for the purposes of section 761G of the Corporations Act. No target market determination has been
or will be made for the purposes of Part 7.8A of the Corporations Act.
Notification under Section 309B(1) of the Securities and Futures Act of Singapore (the "SFA"):
Unless otherwise stated in the Final Terms (or the Pricing Supplement as the case may be), each Issuer
has determined and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the
Notes issued or to be issued under the programme shall be prescribed capital markets products (as defined
in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice
on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
Benchmarks Regulation
UK Benchmarks Regulation: Interest and/or other amounts payable under the Notes may be calculated
by reference to certain reference rates. Any such reference rate may constitute a benchmark for the
purposes of Regulation (EU) 2016/1011 as it forms part of domestic law in the UK by virtue of the
EUWA (the "UK Benchmarks Regulation"). If any such reference rate does constitute such a
benchmark, the Final Terms (or Pricing Supplement, as the case may be) will indicate whether or not the
benchmark is provided by an administrator included in the register of administrators and benchmarks
established and maintained by the FCA pursuant to Article 36 (Register of administrators and
benchmarks) of the UK Benchmarks Regulation. Transitional provisions in the UK Benchmarks
Regulation may have the result that the administrator of a particular benchmark is not required to appear
in the register of administrators and benchmarks at the date of the applicable Final Terms (or Pricing
Supplement). The registration status of any administrator under the UK Benchmarks Regulation is a
matter of public record and, save where required by applicable law, the Issuers do not intend to update
the Final Terms (or Pricing Supplement, as the case may be) to reflect any change in the registration
status of the administrator.
EU Benchmarks Regulation: Interest and/or other amounts payable under the Notes may be calculated
by reference to certain reference rates. Any such reference rate may also constitute a benchmark for the
purposes of Regulation (EU) 2016/1011, as amended (the "EU Benchmarks Regulation"). If any such
reference rate does constitute such a benchmark, the Final Terms (or Pricing Supplement, as the case
may be) will indicate whether or not the benchmark is provided by an administrator included in the
register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36
(Register of administrators and benchmarks) of the EU Benchmarks Regulation. The registration status
of any administrator under the EU Benchmarks Regulation is a matter of public record and, save where
required by applicable law, the Issuers do not intend to update the Final Terms (or Pricing Supplement,
as the case may be) to reflect any change in the registration status of the administrator.
This Base Prospectus is based on English law in effect as at the date of issue of this Base Prospectus.
Except to the extent required by laws and regulations, none of the Issuers and the Guarantor intend, and
assume any obligation, to update this Base Prospectus in light of the impact of any judicial decision or
change to English law or administrative practice after the date of this Base Prospectus.

xii
The Arranger and the Dealers
The Dealers and the Arranger have not separately verified the information contained in this Base
Prospectus. None of the Dealers nor the Arranger makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information in this
Base Prospectus. None of the Dealers or the Arranger undertakes to review the financial condition or
affairs of any of the Issuers or the Guarantor during the life of the arrangements contemplated by this
Base Prospectus nor to advise any investor or potential investor in the Notes of any information coming
to the attention of any of the Dealers or the Arranger.
No incorporation of websites
In this Base Prospectus, reference to websites or uniform resource locators (URLs) are inactive textual
references. The contents of any such website or URL shall not form part of, or be deemed to be
incorporated into, this Base Prospectus.
Notice to potential investors in NZ Subordinated Notes
Under the Programme, ANZ New Zealand may from time to time issue subordinated notes ("NZ
SubordinatedNotes"). Potential investors in respect of such NZ Subordinated Notes should note that
NZ Subordinated Notes are complex financial instruments, which include features which are required
for the NZ Subordinated Notes to qualify as ANZ New Zealand Group's Tier 2 Capital under the RBNZ's
prudential standards. In particular, potential investors in NZ Subordinated Notes should note that, by
purchasing NZ Subordinated Notes, they are deemed to irrevocably acknowledge and agree to the
provisions contained in Condition 3(b) ("Status and Guarantee – NZ Subordinated Notes – ANZ New
Zealand"). As a result, an investment in the NZ Subordinated Notes will involve certain increased risks.
A potential investor should not invest in the NZ Subordinated Notes unless it has the knowledge and
expertise (either alone or with a financial adviser) to evaluate how the NZ Subordinated Notes will
perform under changing conditions and their resulting effects on the value of the NZ Subordinated Notes,
and the impact this investment will have on the potential investor's overall investment portfolio. Prior to
making an investment decision, potential investors in NZ Subordinated Notes should consider carefully,
in light of their own financial circumstances and investment objectives, all the information contained in
this Base Prospectus or incorporated by reference herein.
VPS Notes
Under this Programme, an Issuer may issue Notes registered in the Norwegian Central Securities
Depository, Verdipapirsentralen ASA ("VPS Notes"). Any issue of VPS Notes under this Programme
will be subject to the issuance of a Drawdown Prospectus.
Stabilisation
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) acting as stabilising
manager (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s))
may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a
level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur.
Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms
of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must
end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment
must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules and outside Australia and New Zealand
(and not on any market in Australia or New Zealand).

xiii
TABLE OF CONTENTS
Page
IMPORTANT NOTICES .................................................................................................................. IV
PROGRAMME OVERVIEW ............................................................................................................ 14
RISK FACTORS ................................................................................................................................ 20
ADDITIONAL INFORMATION IN RELATION TO NZ SUBORDINATED NOTES .................. 69
TERMS AND CONDITIONS OF THE NOTES ............................................................................... 72
FORM OF THE NOTES .................................................................................................................. 136
DESCRIPTION OF AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED AND ITS
SUBSIDIARIES ............................................................................................................................... 145
DESCRIPTION OF SUPERVISION AND REGULATION OF AUSTRALIA AND NEW
ZEALAND BANKING GROUP LIMITED .................................................................................... 150
DESCRIPTION OF ANZ BANK NEW ZEALAND LIMITED ..................................................... 168
DESCRIPTION OF ANZ NEW ZEALAND (INT'L) LIMITED .................................................... 172
DESCRIPTION OF SUPERVISION AND REGULATION OF ANZ BANK NEW ZEALAND
LIMITED AND ANZ NEW ZEALAND (INT'L) LIMITED .......................................................... 174
INFORMATION INCORPORATED BY REFERENCE ................................................................ 195
SUBSCRIPTION AND SALE ......................................................................................................... 197
TAXATION ..................................................................................................................................... 208
USE OF PROCEEDS ....................................................................................................................... 216
FORM OF FINAL TERMS .............................................................................................................. 217
ADDITIONAL INFORMATION .................................................................................................... 237
INFORMATION MEMORANDUM – NON PR NOTES ............................................................... 241
OVERVIEW OF THE PROGRAMME IN RESPECT OF NON PR NOTES ................................. 245
SCHEDULE A TERMS AND CONDITIONS OF THE NON PR NOTES .................................... 263
SCHEDULE B FORM OF PRICING SUPPLEMENT .................................................................... 340
PART A – CONTRACTUAL TERMS ............................................................................................ 342
PART B – OTHER INFORMATION .............................................................................................. 366

14
PROGRAMME OVERVIEW
The following is an overview of the Programme and the key terms of the Notes. It is taken from, and is
qualified in its entirety by, the remainder of this Base Prospectus and in relation to the terms and
conditions of any particular Series or Tranche of Notes, the applicable Final Terms. Words and
expressions defined elsewhere in this Base Prospectus shall have the same meanings in this overview.
Issuer ....................................................... Australia and New Zealand Banking Group Limited
("ANZBGL" and, together with its subsidiaries, the
"Group" or "ANZ"), ANZ Bank New Zealand Limited
("ANZ New Zealand") or ANZ New Zealand (Int'l)
Limited ("ANZNIL"), as specified in the relevant Final
Terms.
Guarantor ................................................. ANZ New Zealand (in the case of Notes issued by
ANZNIL). The Notes issued by ANZ New Zealand and
ANZNIL are not guaranteed by ANZBGL.
Risk Factors ............................................. There are certain factors that may affect the ability of an
Issuer to fulfil its obligations under the Notes and the
Guarantor's ability to fulfil its obligations under the
Guarantee. These are set out under the section entitled
"Risk Factors". In addition, there are certain factors
which are material for the purpose of assessing the market
risks associated with Notes. These are also set out under
the section entitled "Risk Factors".
Description .............................................. Euro Medium Term Note Programme.
Arranger .................................................. Deutsche Bank AG, London Branch.
Permanent Dealers ................................... Australia and New Zealand Banking Group Limited
Barclays Bank PLC
Barclays Capital Asia Limited
BNP Paribas
Citigroup Global Markets Limited
Credit Suisse International
Daiwa Capital Markets Europe Limited
Deutsche Bank AG, London Branch
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities plc
Merrill Lynch International
Morgan Stanley & Co. International plc
RBC Europe Limited
Société Générale
UBS AG London Branch
and any other Dealers appointed in accordance with the
Programme Agreement.
Fiscal Agent ............................................ Deutsche Bank AG, London Branch.
VPS Trustee ............................................ Nordic Trustee AS or any other VPS Trustee as specified
in the applicable Final Terms.
Redenomination, Renominalisation
and/or Consolidation ...............................
The relevant Final Terms may provide that certain Notes
denominated in a currency that may be replaced by the
euro, may be subject to redenomination, renominalisation

15
and/or consolidation with other Notes then denominated
in euro.
Form of the Notes .................................... Notes may be issued (i) in bearer form ("Bearer Notes")
(ii) in registered form ("Registered Notes") or (iii) in
uncertificated and dematerialised book entry form
registered in the Norwegian Central Securities
Depository, Verdipapirsentralen ASA or VPS ("VPS
Notes" and the "VPS", respectively) as described in the
section entitled "Form of the Notes" of this Base
Prospectus. An NZ Subordinated Note cannot be a VPS
Note.
Clearing Systems ..................................... Euroclear, Clearstream, Luxembourg and, in relation to
any Tranche of Notes, such other clearing system as may
be agreed between the relevant Issuer and the relevant
Dealer, as will be specified in the relevant Final Terms.
Currencies ............................................... Subject to compliance with all relevant laws, regulations
and directives, Notes may be issued in such currencies as
the relevant Issuer and the relevant Dealers agree.
Maturities ................................................ Subject to compliance with all relevant laws, regulations,
directives and/or central bank requirements, and (in the
case of NZ Subordinated Notes) the Notes having a
minimum maturity of five years, the Notes may be issued
with such maturities as may be agreed between the
relevant Issuer and the relevant Dealers (as set out in the
applicable Final Terms).
Denomination .......................................... Notes will be issued in minimum denominations of at
least €100,000 (or its equivalent in another currency),
subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements.
Issue Price ............................................... Notes may be issued on a fully-paid basis and at an issue
price which is at par or at a discount to, or a premium
over, par.
Fixed Rate Notes ..................................... Fixed interest will be payable in arrear on the date or dates
specified in the relevant Final Terms.
Floating Rate Notes ................................. Floating Rate Notes will bear interest set separately for
each Series at a rate calculated as set out in the Terms and
Conditions of the Notes, and in the respective Interest
Period, specified in the relevant Final Terms.
Inverse Floating Rate Notes .................... Inverse Floating Rate Notes will pay interest at an interest
rate equal to a fixed rate minus either (i) an interest rate
benchmark or (ii) a rate of interest determined in
accordance with market standard definitions. An NZ
Subordinated Note cannot be an Inverse Floating Rate
Note.
Range Accrual Notes ...............................
Range Accrual Notes will pay interest in respect of each
interest accrual period equal to the product of (i) either a
specified fixed rate or a floating rate determined by
reference to a fluctuating benchmark; and (ii) a relevant
fraction, calculated as set out in the Terms and Conditions

16
of the Notes. An NZ Subordinated Note cannot be a
Range Accrual Note.
Zero Coupon Notes ................................. Zero Coupon Notes may be issued at their Principal
Amount or at a discount to it and will not bear interest.
An NZ Subordinated Note cannot be a Zero Coupon
Note.
Interest Periods and Interest Rates ..........
The length of the interest periods for the Notes and the
applicable interest rate or its method of calculation may
differ from time to time or be constant for any Series.
Notes may have a maximum or a minimum Rate of
Interest or both. A maximum rate of interest cannot be
specified for Notes issued as NZ Subordinated Notes.
Redemption by Instalments ..................... The relevant Final Terms may provide that Notes are
redeemable in two or more instalments ("Instalment
Notes") and will set out the dates on which, and the
amounts in which, such Notes may be redeemed. An NZ
Subordinated Note cannot be an Instalment Note.
Optional Redemption .............................. The relevant Final Terms will state whether the relevant
Notes may be redeemed (either in whole or in part) prior
to their stated maturity at the option of the relevant Issuer
and at the option of either or both of the relevant Issuer
and the holders, and if so the terms applicable to such
redemption.
NZ Subordinated Notes may only be redeemed prior to
their stated maturity with the prior written approval of the
RBNZ and only (i) upon the occurrence of an NZ
Subordinated Note Tax Event pursuant to Condition 5(c)
(Redemption for Taxation Reasons Applicable to NZ
Subordinated Notes); (ii) upon the occurrence of an NZ
Subordinated Note Regulatory Event pursuant to
Condition 5(d) (Redemption of NZ Subordinated Notes
for Regulatory Reasons); or (iii) on one or more dates
specified in the applicable Final Terms falling on or after
the fifth anniversary of the issue date of such NZ
Subordinated Notes.
Additionally, NZ Subordinated Notes may only be
redeemed where either (i) the NZ Subordinated Notes to
be redeemed are replaced with paid-up Regulatory
Capital pursuant to Condition 5(j)(i)(A) (Redemption,
Purchase and Options – NZ Subordinated Notes -
Approval of RBNZ); or (ii) ANZ New Zealand has
demonstrated to the RBNZ's satisfaction that, after the
redemption, the ANZ New Zealand Group's capital ratios
would be sufficiently above their respective minimums
and the prudential capital buffer ratio would be
sufficiently above its buffer trigger ratio.
Early Redemption for Tax Reasons ......... The relevant Issuer shall have the right to redeem the
Notes (other than NZ Subordinated Notes) at their Early
Redemption Amount if the relevant Issuer (or, if
applicable, the Guarantor) has or will become obliged to
pay additional amounts as a result of the imposition of
withholding tax.

17
Early Redemption due to an NZ
Subordinated Note Tax Event: ................
ANZ New Zealand shall have the right to redeem NZ
Subordinated Notes at their Early Redemption Amount
(with prior written consent of the RBNZ) where it
determines in its absolute discretion that an NZ
Subordinated Note Tax Event has occured in accordance
with and subject to Condition 5(c) (Redemption for
Taxation Reasons Applicable to NZ Subordinated Notes).
Early Redemption due to an NZ
Subordinated Note Regulatory
Event.....................
ANZ New Zealand shall have the right to redeem NZ
Subordinated Notes at their Early Redemption Amount
(with prior written consent of the RBNZ) where it
determines in its absolute discretion that an NZ
Subordinated Note Regulatory Event has occured in
accordance with and subject to Condition 5(d)
(Redemption of NZ Subordinated Notes for Regulatory
Reasons).
Status of the Notes ...................................
The Notes (other than NZ Subordinated Notes) constitute
direct, unconditional and unsecured obligations of the
relevant Issuer ranking pari passu among themselves and
(save for certain debts of the relevant Issuer required to
be preferred by applicable law, including (but not limited
to), in the case of ANZBGL, those in respect of protected
accounts (as defined in the Banking Act 1959 of
Australia) in Australia and various debts due to the
Australian Prudential Regulation Authority ("APRA")
and the Reserve Bank of Australia ("RBA") required to
be preferred by Australian law) with all other present and
future unsubordinated and unsecured obligations of the
relevant Issuer.
NZ Subordinated
Notes..........................
NZ Subordinated Notes may only be issued under the
Programme by ANZ New Zealand.
The NZ Subordinated Notes constitute direct, unsecured
and subordinated obligations of ANZ New Zealand
ranking pari passu among themselves. The claims of
holders of NZ Subordinated Notes will, in the event of the
liquidation of ANZ New Zealand, be subordinated in
right of payment to all Senior Creditors of ANZ New
Zealand as described in Condition 3(b) (Status and
Guarantee – NZ Subordinated Notes).
In respect of NZ Subordinated Notes, prior to the stated
maturity of the NZ Subordinated Notes or the
commencement of liquidation of ANZ New Zealand, the
obligation of ANZ New Zealand to make payments
(including of any principal and interest) on the NZ
Subordinated Notes will be conditional on ANZ New
Zealand being Solvent (as defined in Condition 4(p)
(Definitions)) at the time of, and immediately after, such
payment by ANZ New Zealand. Any failure to pay as a
result of this solvency condition not being satisfied will
not constitute an event of default in respect of the NZ
Subordinated Notes.

18
Notes issued as NZ Subordinated Notes must not be Zero
Coupon Notes, Range Accrual Notes, Inverse Floating
Rate Notes, Instalment Notes, CMS Rate Notes or any
combination of any of the foregoing. The Final Terms in
respect of any Notes issued as NZ Subordinated Notes
may not specify a rate multiplier, maximum rate of
interest or instalment amount.
No conversion or write-off of NZ
Subordinated Notes.........................
For the avoidance of doubt, under the Conditions the NZ
Subordinated Notes are not subject to conversion or
write-off.
Status of the Guarantee............................ The payments of all amounts due in respect of Notes
issued by ANZNIL will be unconditionally and
irrevocably guaranteed by the Guarantor. The Guarantee
constitutes direct, unconditional and unsecured
obligations of the Guarantor which (save for certain debts
of the Guarantor required to be preferred by law) will at
all times rank pari passu among themselves and equally
with all other unsubordinated and unsecured obligations
of the Guarantor. Notes issued by ANZ New Zealand and
ANZNIL are not guaranteed by ANZBGL.
Withholding Tax .....................................
All payments of principal and interest in respect of the
Notes will be made free and clear of all withholding taxes
of the jurisdiction of incorporation of the relevant Issuer
and, where applicable, the Guarantor, and/or, where
ANZNIL is the Issuer, the United Kingdom, unless such
withholding is required by law. In that event, the relevant
Issuer or, where applicable, the Guarantor shall pay
additional amounts to the Noteholders as shall result in
receipt by those Noteholders of such amounts as would
have been received by them had no such withholding
been required, except that no such additional amounts
shall be payable with respect to any Note in the
circumstances described in Condition 7 (Taxation) in the
Terms and Conditions of the Notes.
Governing Law ........................................ English law, except for: (i) for the NZ Subordinated
Notes, the subordination provisions (including
Conditions 3(b) (Status and Guarantee– NZ
Subordinated Notes – ANZ New Zealand) and 10
(Subordination)) and the conditions relating to payment
and events of default of the NZ Subordinated Notes
(including Conditions 4(v) (Interest and other
Calculations – Conditions of Payment in respect of NZ
Subordinated Notes) and 9(b) (Events of Default – NZ
Subordinated Notes), which will be governed by, and
construed in accordance with, the laws of New Zealand;
and (ii) the registration of VPS Notes in the VPS as well
as the recording and transfer of ownership to, and other
interests in, VPS Notes and Condition 11(c) (Meeting of
Noteholders, Modifications and Waiver – VPS Notes)
which will be governed by, and construed in accordance
with, Norwegian law. The VPS Trustee Agreement is,
and any VPS Agency Agreement will be, governed by
and construed in accordance with, Norwegian law.

19
VPS Notes must comply with the relevant regulations of
the VPS and the holders of VPS Notes will be entitled to
the rights and are subject to the obligations and liabilities
which arise under the relevant Norwegian regulations and
legislation.
Listing and Admission to Trading ........... Application has been made for Notes issued under the
Programme to be admitted to the Official List of the FCA
and to trading on the main market of the London Stock
Exchange.
Each Series may be admitted to listing and trading on
other of further stock exchanges or markets agreed
between the relevant Issuer and the relevant Dealer in
relation to the Series.
The applicable Final Terms will state whether or not the
relevant Notes are to be listed and/or admitted to trading
and, if so, on which stock exchanges and/or markets.
Selling Restrictions .................................
Australia, Japan, New Zealand, the European Economic
Area (including Belgium, Denmark, Finland, France,
Ireland, Italy, Luxembourg, The Netherlands, Norway
and Sweden), the United Kingdom, Singapore, South
Korea, Taiwan, the United States and Hong Kong. See
the section entitled "Subscription and Sale" of this Base
Prospectus.
Each of the Issuers is Category 2 for the purposes of
Regulation S under the Securities Act.

20
RISK FACTORS
Introduction
Any investment in the Notes issued under the Programme will involve risks including those described in
this section. All principal or material risks that have been identified by the Issuers and the Guarantor
are included in this section. Prospective investors should carefully consider the following discussion of
the risk factors and the other information in this Base Prospectus. Prospective investors should be aware
that the risks set forth below are not exhaustive (as these will not include those risks that have not been
identified by the Issuers or the Guarantor) and should carefully consider the following factors in addition
to the matters set out elsewhere in this Base Prospectus before investing in the Notes offered under this
Base Prospectus.
As at the date of this Base Prospectus, the Issuers and the Guarantor believe that the following risk
factors may affect the Issuers' abilities to fulfil their obligations, or the Guarantor's ability to perform
its obligations, under or in respect of the Notes or the Guarantee and could be material for the purpose
of assessing the market risks associated with the Notes.
If any of the following factors actually occur, the trading price of the Notes of the relevant Issuer could
decline and an investor could lose all or part of its investment. Prospective investors should read the
entire Base Prospectus and reach their own views prior to making any investment decision.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Base Prospectus have the same meanings in this section.
RISKS RELATING TO THE NOTES
Risks related to the nature of all Notes which may be issued under the Programme
The Notes are not protected by the Financial Services Compensation Scheme
Unlike a bank deposit, the Notes are not protected by the Financial Services Compensation Scheme (the
"FSCS"). As a result, neither the FSCS nor anyone else will pay compensation upon the failure of the
relevant Issuer, the Guarantor or the Group. If the relevant Issuer or the Guarantor goes out of business
or becomes insolvent, investors may lose all or part of their investment in the Notes.
Credit rating may not reflect all risks of an investment in the Notes
The credit ratings of the Notes may not reflect the potential impact of all risks related to the structure and
other factors on any trading market for, or trading value of, the Notes. In addition, real or anticipated
changes in the credit rating of the relevant Issuer or any Notes will generally affect any trading market
for, or trading value of, the Notes.
In general, investors regulated in the EU are restricted under the EU CRA Regulation from using credit
ratings for regulatory purposes in the EU, unless such ratings are issued by a credit rating agency
established in the EU and registered under the EU CRA Regulation (and such registration has not been
withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the
registration application is pending. Such general restriction will also apply in the case of credit ratings
issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-
registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the
EU CRA Regulation (and such endorsement action or certification, as the case may be, has not been
withdrawn or suspended). The list of registered and certified rating agencies published by ESMA on its
website in accordance with the EU CRA Regulation is not conclusive evidence of the status of the
relevant rating agency included in such list, as there may be delays between certain supervisory measures
being taken against a relevant rating agency and the publication of the updated ESMA list.
Investors regulated in the UK are subject to similar restrictions under the UK CRA Regulation. As such,
UK regulated investors are restricted from using a rating for regulatory purposes unless such ratings are

21
issued by a credit rating agency established in the UK and registered under the UK CRA Regulation (and
such registration has not been withdrawn or suspended). In the case of ratings issued by third country
non-UK credit rating agencies, third country credit ratings can either be: (a) endorsed by a UK registered
credit rating agency; or (b) issued by a third country credit rating agency that is certified in accordance
with the UK CRA Regulation. Note that this is subject, in each case, to (a) the relevant UK registration,
certification or endorsement, as the case may be, not having been withdrawn or suspended, and (b)
transitional provisions that apply in certain circumstances. In the case of third country ratings, for a
certain limited period of time, transitional relief accommodates continued use for regulatory purposes in
the UK, of existing pre-2021 ratings, provided the relevant conditions are satisfied.
As a result of the UK CRA Regulation and EU CRA Regulation, if the status of a rating agency rating
the Notes changes, investors regulated in the UK or the EU may no longer be able to use the rating of
that rating agency for regulatory purposes and the Notes may have different regulatory treatment. This
may result in investors in the UK or the EU selling the Notes which may impact the value of the Notes
in any secondary market.
Certain information with respect to the Issuers' ratings and the credit rating agencies which have assigned
such ratings is set out under the heading "Important Notices" at the beginning of this Base Prospectus.
Where an issue of Notes is rated, such rating will be specified in the relevant Final Terms and may not
necessarily be the same as the rating assigned to the relevant Issuer.
The Notes may be redeemed prior to maturity
In the event that the relevant Issuer, or the Guarantor, if applicable, would be obliged to pay additional
amounts in respect of any Notes (other than NZ Subordinated Notes) due to any withholding or deduction
for, or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or on behalf of the relevant Issuer's taxing jurisdiction, or
Guarantor's taxing jurisdiction, if applicable, or any authority therein or thereof having power to tax, the
Issuer may redeem all of the relevant Notes in accordance with the Conditions.
If the relevant Issuer has the right to redeem any Notes at its option, this may limit the market value of
the Notes concerned and an investor may not be able to reinvest the redemption proceeds in a manner
which achieves a similar effective return.
An optional redemption feature is likely to limit the market value of Notes. During any period when the
relevant Issuer may elect to redeem Notes, the market value of those Notes generally will not rise
substantially above the price at which they can be redeemed. This also may be true prior to any
redemption period.
The relevant Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest
rate on those Notes. At those times, an investor generally would not be able to reinvest the redemption
proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may
only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk
in light of other investments available at that time.
Insolvency and similar proceedings
In the event that an Issuer becomes insolvent, insolvency proceedings in respect of ANZBGL will be
governed by Australian law, and insolvency proceedings in respect of ANZ New Zealand and ANZNIL
will generally be governed by New Zealand law. Potential investors should be aware that Australian and
New Zealand insolvency laws are different from the insolvency laws in other jurisdictions. In particular:
(i) in the case of insolvency proceedings against ANZBGL, the voluntary administration procedure under
the Corporations Act 2001 of Australia (the "Corporations Act"), which provides for the potential re-
organisation of an insolvent company; and (ii) in the case of insolvency proceedings against ANZ New
Zealand and ANZNIL, the voluntary administration procedure under the New Zealand Companies Act
1993 and the statutory management regimes under the Corporations (Investigation and Management)
Act 1989 ("CIM Act") and the Reserve Bank of New Zealand Act 1989 (the "Reserve Bank Act"),
differ significantly from similar provisions under the insolvency laws of other jurisdictions.

22
Under the Banking Act, APRA may appoint a Banking Act statutory manager to an ADI (of which
ANZBGL is one) in certain circumstances, including where APRA considers that the ADI may become
unable to meet its obligations or may suspend payment. Under section 15C of the Banking Act, a party
to a contract with an ADI may not deny any obligations under that contract, accelerate any debt under
that contract, close out any transaction relating to that contract, or enforce any security under that
contract, on the grounds that a Banking Act statutory manager is in control of the ADI's business.
Accordingly, this may prevent holders of Notes from accelerating repayment of their Notes on the
grounds that a Banking Act statutory manager has been appointed.
In addition, claims against ANZBGL under Australian law are subject to mandatory priority provisions
including those applying to ADIs (see the risk factor entitled "Notes subject to prior claims").
Pursuant to the Reserve Bank Act, the RBNZmay give a registered bank, which includes ANZ New
Zealand, or an associated person a direction in writing and/or place the registered bank under statutory
management in certain circumstances, including where the RBNZ has reasonable grounds to believe that
the registered bank or the associated person is insolvent or is likely to become insolvent. As a corporation,
ANZNIL may be placed into statutory management in similar circumstances under the CIM Act. A
registered bank, such as ANZ New Zealand, can also be placed into statutory management if it fails to
comply with a direction given by the RBNZ. Where a corporation is declared to be subject to statutory
management, a moratorium will apply and no person shall commence any action or other proceedings
against that corporation. Accordingly, Noteholders may be prevented from enforcing rights in connection
with the Notes where ANZ New Zealand and/or ANZNIL have been placed into statutory management.
If ANZ New Zealand were placed under statutory management, Noteholders may be further restricted in
enforcing their rights against ANZ New Zealand due to Open Bank Resolution ("OBR"). OBR is an
RBNZ policy option aimed at resolving a bank failure quickly, including by suspending payment of a
portion of liabilities so the bank can be promptly reopened for business, consequently minimising stresses
on the overall banking and payments system. Under the RBNZ's conditions of registration for registered
banks, New Zealand-incorporated registered banks with retail deposits over NZ$1 billion (which
includes ANZ New Zealand) are required to comply with the OBR Pre-positioning Requirements Policy
(BS17), which describes the process and requirements on banks.
In addition, to the extent that the holders of the Notes are entitled to any recovery with respect to the
Notes in any bankruptcy or certain other events in bankruptcy, insolvency, dissolution or reorganisation
relating to the Issuer, those holders might be entitled only to a recovery in Australian dollars (where
ANZBGL is the Issuer) or New Zealand dollars (where ANZ New Zealand or ANZNIL is the Issuer).
Modification and waivers and substitution
The Terms and Conditions of the Notes (see the section entitled "Terms and Conditions of the Notes"
below) (and, in respect of VPS Notes, the VPS Trustee Agreement) contain provisions for calling
meetings of Noteholders to consider matters affecting their interests generally and for the passing of
resolutions by way of an Extraordinary Resolution, Written Resolution or Electronic Consent (each as
defined in the Agency Agreement). These provisions permit defined majorities to bind all Noteholders
including Noteholders who did not attend and vote at the relevant meeting (or did not participate in the
process for obtaining the Written Resolution or Electronic Consent) and Noteholders who voted in a
manner contrary to the majority.
In the case of VPS Notes, the VPS Trustee Agreement provides that:
(i) the VPS Trustee may in certain circumstances, without the consent of the holders of the VPS
Notes, make decisions binding on all holders relating to the Terms and Conditions of the
relevant VPS Notes and the VPS Trustee Agreement, including amendments which are not, in
the VPS Trustee's opinion, detrimental to the rights and benefits of the affected holders of the
VPS Notes; and
(ii) the VPS Trustee may reach other decisions binding for all holders of VPS Notes.

23
Accordingly, holders are exposed to the risk that their rights in respect of the Notes or VPS Notes are
varied against their will, which may result in their investment in the Notes or VPS Notes becoming less
advantageous to a particular holder depending on their individual circumstances.
Exchange rate risks and exchange controls
The Issuers will pay principal and interest on the Notes in the Specified Currency. This presents certain
risks relating to currency conversions if an investor's financial activities are denominated principally in
a currency or currency unit (the "Investor's Currency") other than the Specified Currency. These
include the risk that exchange rates may significantly change (including changes due to devaluation of
the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with
jurisdiction over the Investor's Currency or the Specified Currency may impose or modify exchange
controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would
decrease (1) the Investor's Currency-equivalent yield on the Notes, (2) the Investor's Currency-equivalent
value of the principal payable on the Notes and (3) the Investor's Currency-equivalent market value of
the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls
that could adversely affect an applicable exchange rate. As a result, investors may receive less interest
or principal than expected, or no interest or principal.
Risks related to particular types of all Notes which may be issued under the Programme
Inverse Floating Rate Notes
Inverse floating rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference
rate such as the London inter-bank offered rate ("LIBOR"). The market values of those Notes typically
are more volatile than market values of other conventional floating rate debt securities based on the same
reference rate (and with otherwise comparable terms). Inverse floating rate Notes are more volatile
because an increase in the reference rate not only decreases the interest rate of the Notes, but may also
reflect an increase in prevailing interest rates, which further adversely affects the market value of these
Notes.
Fixed/Floating Rate Notes
Fixed/floating rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate
to a floating rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate
will affect the secondary market and the market value of the Notes since the Issuer may be expected to
convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from
a fixed rate to a floating rate, the spread on the fixed/floating rate Notes may be less favourable than then
prevailing spreads on comparable floating rate Notes tied to the same reference rate. In addition, the new
floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating
rate to a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes.
Range Accrual Notes
The interest in respect of Range Accrual Notes is calculated by reference to the number of days in an
interest accrual period that a specified reference rate or rates and/or the spread between two constant
maturity swap rates are either "greater than or equal to" or "greater than" and "less than or equal to" or
"less than" certain predetermined levels on certain dates within an interest accrual period. In the event
that such conditionality is not satisfied in respect of one or more dates falling within an interest accrual
period (or, where Protection Barrier is specified as applicable in the relevant Final Terms and the
Protection Barrier Condition is not satisfied), no interest may be payable in respect of such interest
accrual period or interest will only be paid in respect of those days in the interest accrual period when
such conditionality is satisfied.
Interest rate risks
Investment in fixed rate Notes involves the risk that subsequent changes in market interest rates may
adversely affect the value of fixed rate Notes.

24
The market continues to develop in relation to SONIA as a reference rate for Notes
The market continues to develop in relation to the Sterling Overnight Index Average ("SONIA") as a
reference rate in the capital markets and its adoption as an alternative to Sterling LIBOR. In particular,
market participants and relevant working groups are exploring alternative reference rates based on
SONIA, including term SONIA reference rates (which seek to measure the market's forward expectation
of an average SONIA rate over a designated term).
The market or a significant part thereof may adopt an application of SONIA that differs significantly
from that set out in the Conditions and used in relation to Floating Rate Notes that reference a SONIA
rate issued under this Programme. Furthermore, an Issuer may in the future also issue Notes referencing
SONIA that differ materially in terms of interest determination when compared with any previous
SONIA referenced Notes issued by it under this Programme. The development of Compounded Daily
SONIA as interest reference rate for the Eurobond markets, as well as continued development of the
SONIA-based rate for such markets and the market infrastructure for adopting such rate, could result in
reduced liquidity or increased volatility or could otherwise affect the market price of any SONIA-
referenced Notes issued under the Programme from time to time.
Furthermore, interest on Notes which reference a SONIA rate is only capable of being determined
immediately prior to the relevant Interest Payment Date. It may be difficult for holders of Notes that
reference a SONIA rate to reliably estimate the amount of interest that will be payable on such Notes and
some investors may be unable or unwilling to trade such Notes without changes to their information
technology systems, both of which could adversely impact the liquidity of such Notes. Further, if the
Notes become due and payable under Condition 9 (Events of Default), the Rate of Interest payable will
be determined on the date the Notes became due and payable and will not be reset thereafter. Investors
should consider these matters when making their investment decision with respect to any such Floating
Rate Notes.
Investors should be aware that the manner of adoption or application of SONIA as a reference rate in the
Eurobond markets may differ materially compared with the application and adoption of SONIA in other
markets, such as the derivatives and loan markets. Investors should carefully consider how any mismatch
between the adoption of SONIA as a reference rate across these markets may impact any hedging or
other arrangements which they may put in place in connection with any acquisition, holding or disposal
of Notes referencing SONIA.
Since SONIA is a relatively new market index, Notes linked to SONIA may have no established trading
market when issued, and an established trading market may never develop or may not be very liquid.
Market terms for debt securities linked to SONIA may evolve over time and trading prices of the Notes
may be lower than those of later issued Notes that are linked to SONIA as a result. Further, if SONIA
does not prove to be widely used in securities like the Notes, the trading price of such Notes linked to
SONIA may be lower than those of Notes linked to indices that are more widely used. Investors in such
Notes may not be able to sell such Notes at all or may not be able to sell such Notes at prices that will
provide them with a yield comparable to similar investments that have a developed secondary market,
and may consequently suffer from increased pricing volatility and market risk.
In addition, in the event that the SONIA reference rate is not published at the time when it is required,
the Conditions of the Notes provide for certain fallback arrangements which apply specifically to those
Notes referencing SONIA and which are distinct to those applying to other floating rate Notes, including
that the SONIA reference rate may be (i) the Bank of England's Bank Rate (the "Bank Rate") prevailing
on the relevant London Banking Day; plus (ii) the mean of the spread of the SONIA reference rate to the
Bank Rate over the previous five days on which a SONIA reference rate has been published excluding
the highest and lowest spread to the Bank Rate.
Investors should consider these matters when making their investment decision in relation to Floating
Rate Notes which reference SONIA.
SOFR's composition and characteristics are not the same as LIBOR's

25
The Secured Overnight Financing Rate ("SOFR") is currently published by the Federal Reserve Bank of
New York and is intended to be a broad measure of the cost of borrowing cash overnight collateralised
by Treasury securities and a current alternative to U.S. Dollar LIBOR. The composition and
characteristics of SOFR are not the same as those of U.S. Dollar LIBOR. There can be no assurance that
SOFR will perform in the same way as U.S. Dollar LIBOR would have at any time.
The market continues to develop in relation to SOFR as a reference rate for Notes
Publication of SOFR data began in April 2018 and publication of SOFR Index data began in March 2021
and therefore have a relatively limited history. In addition, the future performance of SOFR cannot be
predicted based on its historical performance. The level of SOFR over the term of the Notes may bear
little or no relation to the historical level of SOFR. Prior observed patterns, if any, in the behaviour of
market variables, such as correlations, may change in the future. While some pre-publication hypothetical
performance data has been published by the Federal Reserve Bank of New York, such data inherently
involves assumptions, estimates and approximations. Furthermore, since the initial publication of SOFR,
daily changes in the rate have, on occasion, been more volatile than daily changes in comparable
benchmark or market rates. As a result, the return on and value of Notes that reference SOFR may
fluctuate more than floating rate debt securities that are linked to less volatile rates. The future
performance of SOFR is impossible to predict and therefore no future performance of SOFR or the Notes
may be inferred from any of the hypothetical or actual historical performance data.
The market or a significant part thereof may adopt an application of SOFR that differs significantly from
that set out in the Conditions and used in relation to Floating Rate Notes that reference a SOFR rate
issued under this Programme. An Issuer may in the future also issue Notes referencing SOFR that differ
materially in terms of interest determination when compared with any previous SOFR referenced Notes
issued by it under this Programme. The development of Compounded Daily SOFR and Compounded
SOFR Index as an interest reference rate for the Eurobond markets, as well as continued development of
SOFR-based rates for such markets and the market infrastructure for adopting such rates, could result in
reduced liquidity or increased volatility or could otherwise affect the market price of any SOFR-
referenced Notes issued under this Programme from time to time.
Furthermore, interest on Notes which reference a SOFR rate is only capable of being determined on the
Interest Determination Date. It may be difficult for holders of Notes that reference a SOFR rate to reliably
estimate the amount of interest that will be payable on such Notes and some investors may be unable or
unwilling to trade such Notes without changes to their information technology systems, both of which
could adversely impact the liquidity of such Notes. Further, if the Notes become due and payable as
described under Condition 9 (Events of Default), the Rate of Interest payable shall be determined on the
date the Notes became due and payable and shall not be reset thereafter. Investors should consider these
matters when making their investment decision with respect to any such Floating Rate Notes.
Investors should be aware that the manner of adoption or application of SOFR as a reference rate in the
Eurobond markets may differ materially compared with the application and adoption of SOFR in other
markets, such as the derivatives and loan markets. Investors should carefully consider how any mismatch
between the adoption of SOFR as a reference rate across these markets may impact any hedging or other
arrangements which they may put in place in connection with any acquisition, holding or disposal of
Notes referencing SOFR.
Since SOFR is a relatively new market index, Notes linked to SOFR may have no established trading
market when issued, and an established trading market may never develop or may not be very liquid.
Market terms for debt securities linked to SOFR, such as the margin over SOFR reflected in interest rate
provisions, may evolve over time, and trading prices of the Notes may be lower than those of later-issued
Notes that are linked to SOFR as a result. Further, if SOFR does not prove to be widely used in securities
like the Notes, the trading price of such Notes linked to SOFR may be lower than those of Notes linked
to indices that are more widely used. Investors in such Notes may not be able to sell such Notes at all or
may not be able to sell such Notes at prices that will provide them with a yield comparable to similar
investments that have a developed secondary market, and may consequently suffer from increased
pricing volatility and market risk.

26
Furthermore, SOFR Notes have certain fallback arrangements in the event that the SOFR reference rate
is not available on the SOFR Administrator's Website (as defined in Condition 4 (Interest and other
Calculations) in relation to any U.S. Government Securities Business Day (as defined in Condition 4
(Interest and other Calculations)), as described in Condition 4(n) (Effect of Benchmark Transition Event)
and in the risk factor "The occurrence of a Benchmark Transition Event and its related Benchmark
Replacement Date in respect of Notes where the Reference Rate is U.S. Dollar LIBOR or SOFR may
adversely affect the return on and the market value of such Notes".
SOFR, SONIA, the SOFR Index and the SONIA Index may be modified or discontinued by their
administrator, which could adversely affect the value of any SOFR Notes and/or SONIA Notes (as
applicable)
Each of SOFR and the SOFR Index is published by the Federal Reserve Bank of New York based on
data received from other sources, over which the Issuers have no control. Further the Federal Reserve
Bank of New York, the current administrator of SOFR and the SOFR Index, notes on its publication page
for SOFR and the SOFR Index that it may alter the methods of calculation, publication schedule, rate
revision practices or availability of SOFR and/or the SOFR Index at any time without notice. The Bank
of England (or a successor), as administrator of SONIA, may make methodological or other changes that
could change the value of SONIA, including changes to the method by which SONIA is calculated,
eligibility criteria applicable to the transactions used to calculate SONIA, or timing related to the
publication of SONIA. The administrators have no obligations to consider the interests of the
Noteholders when calculating, adjusting, converting, revising or discontinuing SOFR, SOFR Index,
SONIA or SONIA Index.
There can be no guarantee, particularly given SOFR's and the SOFR Index's relatively recent publication
(3 April 2018 and 2 March 2020, respectively) and SONIA and SONIA Index's relatively recent
publication, that SOFR, the SOFR Index, SONIA and the SONIA Index will not be discontinued or
fundamentally altered in a manner that is materially adverse to the interests of Noteholders. If the manner
in which SOFR, the SOFR Index, SONIA, and/or the SONIA Index are calculated is changed, such
change may result in a reduction in the amount of interest payable on the Notes and the trading prices of
the Notes. In addition, the Federal Reserve Bank of New York as administrator of SOFR and SOFR
Index and the Bank of England, as administrator of SONIA and SONIA Index may withdraw, modify or
amend the published SOFR, SOFR Index, SONIA and/or SONIA Index (as applicable) in its sole
discretion and without notice.
The Rate of Interest for SOFR referenced Notes and the SONIA referenced Notes (as applicable) for any
interest period will not be adjusted for any modifications or amendments to SOFR or the SOFR Index
that the Federal Reserve Bank of New York may publish or to SONIA or the SONIA Index that the Bank
of England may publish after the interest rate for that interest period has been determined.
Uncertainty relating to the LIBOR calculation process, including the phasing out of LIBOR after
2021, and proposals to reform EURIBOR, BBSW, BKBM and other benchmark indices may adversely
affect the yield on or value of the Notes
LIBOR, the Euro Interbank Offered Rate ("EURIBOR") and other benchmark indices (such as the
Australian Bank Bill Swap Rate ("BBSW") and the New Zealand Bank Bill Benchmark Rate ("BKBM"))
are the subject of ongoing national, international and other regulatory guidance and proposals for reform.
The implementation of such reforms and consequential changes to benchmark indices may cause such
indices to perform differently than in the past, which could have a material adverse effect on the yield on
or value of any Floating Rate Notes where the interest rate is calculated with reference to such benchmark
or may have other consequences that cannot be predicted.
The EU Benchmarks Regulation and the UK Benchmarks Regulation (together, the "Benchmarks
Regulations") are a key element of ongoing regulatory reform in the EU and the UK respectively.
The EU Benchmarks Regulation applies to the contribution of input data to a benchmark, the
administration of a benchmark, and the use of a benchmark in the EU. Amongst other things, the EU

27
Benchmarks Regulation requires EU benchmark administrators to be authorised or registered as such
and to comply with extensive requirements relating to benchmark administration. It also prohibits certain
uses by EU supervised entities of (a) benchmarks provided by EU administrators which are not authorised
or registered in accordance with the EU Benchmarks Regulation and (b) benchmarks provided by non-
EU administrators where (i) the administrator's regulatory regime has not been determined to be
"equivalent" to that of the EU, (ii) the administrator has not been recognised in accordance with the EU
Benchmarks Regulation, and (iii) the benchmark has not been endorsed in accordance with the EU
Benchmarks Regulation.
The UK Benchmarks Regulation contains substantially the same provisions as the EU Benchmarks
Regulation, but has a narrower geographical scope. The UK Benchmarks Regulation applies to the
contribution of input data to a benchmark, the administration of a benchmark, and the use of a benchmark
in the UK. In-scope entities include UK benchmark administrators and UK supervised entities.
ESMA maintains a public register of EU-approved benchmark administrators and non-EU benchmarks
pursuant to the EU Benchmarks Regulation (the "ESMA Register"). Benchmarks and benchmark
administrators which were approved by the FCA prior to 31 December 2020 were removed from the
ESMA Register on 1 January 2021. From 1 January 2021 onwards, the FCA maintains a separate public
register of FCA-approved benchmark administrators and non-UK benchmarks pursuant to the UK
Benchmarks Regulation (the "UK Register"). The UK Register includes benchmark administrators and
benchmarks which were approved by the FCA prior to 31 December 2020.
The Benchmarks Regulations could have a material impact on any Notes linked to or referencing a
benchmark, in particular, if the methodology or other terms of the benchmark are changed in order to
comply with the requirements of the Benchmarks Regulations. Such changes could, among other things,
have the effect of reducing or increasing the rate or level, or affect the volatility of, the published rate or
level of the benchmark.
On 5 March 2021, the regulator of LIBOR (FCA) announced that all LIBOR settings will either cease to
be provided by any administrator or no longer be representative: (a) immediately after 31 December
2021, in the case of the 1-week and 2-month U.S. dollar settings and all non U.S. dollar LIBOR settings,
and (b) immediately after 30 June 2023, in the case of the remaining U.S. dollar settings. It is impossible
to predict whether and to what extent banks will continue to provide LIBOR submissions to the
administrator of LIBOR, whether LIBOR rates will cease to be published or supported before these dates
or whether any additional reforms to LIBOR may be enacted in the UK or elsewhere. In addition, the
European Money Market Institute announced the discontinuation of EONIA (Euro Overnight Index
Average) after 3 January 2022 and that from 2 October 2019 until its total discontinuation it will be
replaced by the Euro Short-Term Rate ("€STR") plus a spread of 8.5 basis points.
Among other developments, relevant authorities are strongly encouraging the transition away from
Interbank Offered Rates (IBORs), such as LIBOR and EURIBOR, and have identified "risk free rates"
to eventually take the place of such IBORs as primary benchmarks. This includes (i) for sterling LIBOR,
a reformed SONIA, so that SONIA may be established as the primary sterling interest rate benchmark
by the end of 2021, (ii) for EONIA and EURIBOR, €STR as the new euro risk free rate, and (iii) for U.S.
Dollar LIBOR, SOFR, which the Alternative Reference Rates Committee, a committee convened by the
Federal Reserve Bank of New York that includes major market participants, proposed eventually be
established as the primary U.S. dollar interest rate benchmark. The risk free rates, including SONIA,
€STR and SOFR, have a different methodology and other important differences from the IBORs they
will eventually replace and have little, if any, historical track record. It is not known whether certain
IBORs will continue long-term or in their current form.
In Australia, the Treasury Laws Amendment (2017 Measures No. 5) Act 2018 of Australia amended the
Corporations Act, to, among other things, establish a licensing regime for administrators of significant
financial benchmarks (including BBSW) and enable the Australian Securities and Investment
Commission ("ASIC") to make rules relating to the generation and administration of such benchmark
indices. On 6 June 2018 ASIC issued the ASIC Financial Benchmark (Administration) Rules 2018 (the
"Administration Rules") and the ASIC Financial Benchmark (Compelled) Rules 2018 (the "Compelled
Rules") pursuant to this power. The Administration Rules require, among other things, a person who is
licensed to administer a regulated benchmark (a benchmark administrator licensee) to: (i) use a method

28
for generating that benchmark that is designed to ensure the quality, integrity, availability, reliability and
credibility of that benchmark; (ii) to act efficiently, honestly and fairly in generating and administering
that benchmark; and (iii) to ensure that arrangements with persons who contribute data to the generation
of benchmarks (contributors) meet certain criteria for these purposes. The Compelled Rules, among other
things, allow ASIC to require a benchmark administrator licensee to continue to generate or administer
a regulated benchmark and to require contributors to continue to provide data required for the generation
of the relevant benchmark. Although the Compelled Rules and a number of the other Australian reforms
have been designed to support the reliability and robustness of BBSW, it is not possible to predict with
certainty whether, and to what extent, BBSW will continue to be supported or the extent to which related
regulations, rules, practices or methodologies may be amended going forward. This may cause BBSW
to perform differently than it has in the past, and may have other consequences which cannot be predicted.
For example, it is possible that these changes could cause BBSW to cease to exist, to become
commercially or practically unworkable, or to become more or less volatile or liquid. Any such changes
could have a material adverse effect on the Notes.
Any of the international, national or other proposals for reform or the general increased regulatory
scrutiny of "benchmarks" could increase the costs and risks of administering or otherwise participating
in the setting of a "benchmark" and complying with any such regulations or requirements. Such factors
may have the effect of discouraging market participants from continuing to administer or contribute to
certain "benchmarks", trigger changes in the rules or methodologies used in certain "benchmarks" or lead
to the disappearance or obsolescence of certain "benchmarks".
Additionally, following the implementation of any such potential reforms, the manner of administration
of benchmarks may change, with the result that they may perform differently than in the past, or the
benchmark could be eliminated entirely, or there could be other consequences that cannot be predicted.
The elimination of the LIBOR benchmark or any other benchmark, or changes in the manner of
administration of any benchmark, could require or result in an adjustment to the interest calculation
provisions of the Terms and Conditions of the Notes (or the Terms and Conditions of the Non PR Notes
as the case may be), or result in adverse consequences to holders of any securities linked to such
benchmark (including but not limited to Floating Rate Notes, Range Accrual Notes and Inverse Floating
Rate Notes whose interest rates are linked to LIBOR or any other such benchmark that is subject to
reform). Furthermore, even prior to the implementation of any changes, uncertainty as to the nature of
alternative reference rates and as to potential changes to such benchmark may adversely affect such
benchmark during the term of the relevant Notes, the return on the relevant Notes and the trading market
for securities based on the same benchmark.
The occurrence of a Benchmark Disruption Event or an ISDA Determination Fallback Event in
respect of Notes may adversely affect the return on and the market value of such Notes
The Terms and Conditions of the Notes (and the Terms and Conditions of the Non PR Notes) provide
for certain fallback arrangements in the event that a published Reference Rate, such as LIBOR (not
including U.S. Dollar LIBOR or SOFR), BBSW or BKBM has ceased to be published on the Relevant
Screen Page as a result of such benchmark ceasing to be calculated or administered or it is determined
that a change in generally accepted market practice has occurred (as further described in the definition
of "Benchmark Disruption Event" in Condition 4(m) (Benchmark Replacement)), including the
possibility that the Reference Rate could be set by reference to a substitute or successor rate that an
Independent Adviser (as defined in Condition 4(m) (Benchmark Replacement)) or (where the Issuer is
unable to appoint an Independent Adviser and if it so elects to make such a determination) the Issuer has
determined (acting in good faith and in a commercially reasonable manner) in its sole discretion to be
(a) the industry accepted successor rate to the Reference Rate or (b) if no such industry accepted
successor rate exists, the most comparable substitute or successor rate to the relevant Reference Rate
and, where the Independent Adviser (or the Issuer as the case may be) has determined a substitute or
successor rate that the Independent Adviser (or the Issuer as the case may be) may determine (acting in
good faith and in a commercially reasonable manner), any relevant methodology for calculating such
substitute or successor rate, including any adjustment factor it determines is needed to make such
substitute or successor rate comparable to the relevant Reference Rate, in a manner that is consistent with
industry-accepted practices for such substitute or successor rate in calculating a successor rate or an
alternative reference rate. For the risks related to the benchmark fallback for U.S. Dollar LIBOR or SOFR
Notes, see the risk factor entitled "The occurrence of a Benchmark Transition Event and its related

29
Benchmark Replacement Date in respect of Notes where the Reference Rate is U.S. Dollar LIBOR or
SOFR may adversely affect the return on and the market value of such Notes". In certain circumstances
the ultimate fallback rate of interest for a particular Interest Period or Interest Accrual Period (as
applicable) may result in the rate of interest determined for the previous Interest Period or Interest
Accrual Period (as applicable) being used. This may result in the effective application of a fixed rate for
a Note linked to such a benchmark based on the rate which was last observed on the Relevant Screen
Page. In addition, due to the uncertainty concerning the availability of a substitute or successor rate, the
relevant fallback provisions may not operate as intended at the relevant time. No consent of the
Noteholders shall be required in connection with effecting any relevant substitute or successor rate or
any other related adjustments.
In addition, where ISDA Determination for Fallback is specified in the applicable Final Terms (including
in respect of Notes where the applicable Reference Rate is U.S. Dollar LIBOR), in the event that the
applicable Reference Rate is not published on the day on which it is required or in the event that the
applicable Reference Rate has ceased to be or will cease to be provided permanently or indefinitely by
the administrator and there is no successor administrator (as further described in the definition of "Index
Cessation Event" in Condition 4(o) (ISDA Determination for Fallback), the Rate of Interest for the
relevant Interest Period or Interest Accrual Period will be determined by reference to the ISDA Fallback
Rate, being the rate that would apply for derivatives transactions with respect to the Reference Rate for
the applicable tenor plus a spread adjustment as more fully described in Condition 4(o) (ISDA
Determination for Fallback).
The use of a substitute or successor rate or the application of the ISDA Fallback Rate may result in
interest payments that are substantially lower than or that do not otherwise correlate over time with the
payments that could have been made on the relevant Floating Rate Notes if the relevant Reference Rate
remained available in its current form. Any of the above changes or any other consequential changes to
LIBOR, EURIBOR or any other benchmark as a result of international, national or other proposals for
reform or other initiatives or investigations, could result in adjustment to the Terms and Conditions of
the relevant Notes or other consequences, depending on the specific provisions of the relevant Notes and
could have a material adverse effect on the yield on and value of and return on any such Notes linked to
a benchmark.
The occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date in
respect of Notes where the Reference Rate is U.S. Dollar LIBOR or SOFR may adversely affect the
return on and the market value of such Notes
The Terms and Conditions of the Notes provide for specific fallback arrangements in respect of Notes
where the Reference Rate specified in the applicable Final Terms is U.S. Dollar LIBOR, SOFR (Index
Determination) or SOFR (Non-Index Determination). If the Issuer or its designee determines that a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the
Reference Time in respect of any determination of the Benchmark (each as defined in the Conditions),
then a Benchmark Replacement will replace the then-current Benchmark and the Issuer or its designee
will have the right to make Benchmark Replacement Conforming Changes in accordance with the
provisions of Condition 4(n) (Effect of Benchmark Transition Event). There are no limits or parameters
dictating whom the Issuer may appoint as its designee to assist in this determination, and the designee
may be an affiliate of the Issuer, an agent of the Issuer or any other party or person. There is no assurance
that the designee selected by the Issuer to assist in this determination has the competency to make such
a determination or that the designee's determination will be consistent with similar determinations made
on similar securities. The selection of a Benchmark Replacement, and any decisions, determinations or
elections made by the Issuer or its designee in connection with implementing a Benchmark Replacement
with respect to such Notes in accordance with the Conditions, could result in adverse consequences to
the relevant Rate of Interest in respect of such Notes.
The Benchmark Replacements specified in the Conditions include Term SOFR, a forward-looking term
rate which will be based on SOFR. On 29 July 2021, the Alternative Reference Rates Committee
announced its recommendation of SOFR term rates published by the CME Group ("SOFR Term
Rates"). Accordingly, it is expected that Term SOFR (plus the Benchmark Replacement Adjustment)
will be the U.S. Dollar LIBOR Benchmark Replacement as of the Benchmark Replacement Date.
Nonetheless, there is no assurance that such form of Term SOFR, or any other form, will be available as

30
of the Benchmark Replacement Date. For example, it is possible, though not expected, that the
Alternative Reference Rates Committee could revise or withdraw its recommendation regarding SOFR
Term Rates before the Benchmark Replacement Date and, in the latter case, that neither the Alternative
Reference Rates Committee nor another Relevant Governmental Body may have selected or
recommended another forward-looking term rate based on SOFR. In that case, the next-available
Benchmark Replacement under the benchmark transition provisions will be used to determine the amount
of interest payable on such Notes for the next applicable interest period and all subsequent interest
periods.
Pursuant to the Conditions, if a particular Benchmark Replacement or Benchmark Replacement
Adjustment cannot be determined, then the next-available Benchmark Replacement or Benchmark
Replacement Adjustment will apply. These replacement rates and adjustments may be selected or
formulated by (i) the Relevant Governmental Body (such as the Alternative Reference Rates Committee
(the "ARRC")), (ii) ISDA or (iii) in certain circumstances, the Issuer or its designee. In addition, the
provisions of the Conditions expressly authorise the Issuer or its designee to make Benchmark
Replacement Conforming Changes with respect to, among other things, the determination of Interest
Periods and the timing and frequency of determining rates and making payments of interest.
No consent of the Noteholders shall be required in connection with determining or effecting any
Benchmark Replacement, Benchmark Replacement Adjustment or Benchmark Replacement
Conforming Changes. The application of a Benchmark Replacement, Benchmark Replacement
Adjustment and Benchmark Replacement Conforming Changes, any decisions, determinations or
elections made by the Issuer or its designee in connection with Benchmark Replacement, Benchmark
Replacement Adjustment and Benchmark Replacement Conforming Changes, as well as the
implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences
to the amount of interest paid on the Notes which could adversely affect the return on, value of and
market for the Notes. Further, there is no assurance that the characteristics of any Benchmark
Replacement will be similar to the then-current U.S. Dollar LIBOR, SOFR (Index Determination) or
SOFR (Non-Index Determination) rate that it is replacing, or that any Benchmark Replacement will
produce the economic equivalent of the then-current U.S. Dollar LIBOR, SOFR (Index Determination)
or SOFR (Non-Index Determination) rate that it is replacing. Further, due to uncertainty concerning the
availability of certain fallback Benchmark Replacements, such as Term SOFR and Compounded SOFR,
the relevant fallback provision may not operate as intended.
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount or premium from their principal amount
(Zero Coupon Notes, as an example) tend to fluctuate more in relation to changes in interest rates than
do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the
securities, the greater the price volatility as compared to conventional interest-bearing securities with
comparable maturities. Accordingly, investors in any Notes issued at a discount or premium are exposed
to interest rate volatility and may suffer a greater loss on their investment compared to an investor in
other interest-bearing debt securities.
Risks relating to Notes denominated in Renminbi ("CNY Notes")
Renminbi is not freely convertible and there are significant restrictions on the remittance of Renminbi
into and out of the People's Republic of China (the "PRC") which may adversely affect the liquidity
of CNY Notes
Renminbi is not freely convertible at present. The government of the PRC (the "PRC Government")
continues to regulate conversion between Renminbi and foreign currencies, including the Hong Kong
dollar.
However, there has been significant reduction in control by the PRC Government in recent years,
particularly over trade transactions involving import and export of goods and services as well as other
frequent routine foreign exchange transactions. These transactions are known as current account items.

31
Subject to the prior receipt of all necessary governmental approvals, the relevant Issuer may remit the
net proceeds from the offering of CNY Notes into the PRC. There is no assurance that such approvals
will be granted and, if granted, will not be revoked or amended in the future.
Remittance of Renminbi into and out of the PRC for the settlement of capital account items such as
capital contributions, debt financing and securities investment, is generally only permitted upon
obtaining specific approvals from, or completing specific registrations or filings with, the relevant
authorities on a case-by-case basis and is subject to a strict monitoring system. Regulations in the PRC
on the remittance of Renminbi into and out of the PRC for settlement of capital account items are being
adjusted from time to time to match the policies of the PRC Government.
In the event that the relevant Issuer decides to remit some or all of the proceeds into the PRC in Renminbi,
its ability to do so will be subject to obtaining all necessary approvals from and registration with the
relevant PRC government authorities. However, there is no assurance that the necessary approvals from
and registration with the relevant PRC government authorities will be obtained at all or, if obtained, they
will not be revoked or amended in the future.
Although Renminbi has been added to the Special Drawing Rights basket created by the International
Monetary Fund on 1 October 2016 and the People's Bank of China ("PBoC") has implemented various
policies improving accessibility to Renminbi to settle cross-border transactions in the past, there is no
assurance that the PRC Government will liberalise control over cross-border remittance of Renminbi in
the future, that the schemes for Renminbi cross-border utilisation will not be discontinued or that new
regulations in the PRC will not be promulgated in the future which have the effect of restricting or
eliminating the remittance of Renminbi into or out of the PRC. Despite the Renminbi internationalisation
pilot programme and efforts in recent years to internationalise the currency, there can be no assurance
that the PRC Government will not impose interim or long-term restrictions on the cross-border remittance
of Renminbi. In the event that funds cannot be repatriated outside the PRC in Renminbi, this may affect
the overall availability of Renminbi outside of the PRC and the ability of the Issuer to source Renminbi
to finance its obligations under CNY Notes.
There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of the
CNY Notes and the Issuer's ability to source Renminbi outside the PRC to service the CNY Notes
As a result of the restrictions by the PRC Government on cross-border Renminbi fund flows, the
availability of Renminbi outside the PRC is limited.
Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its
growth is subject to many constraints as a result of PRC laws and regulations on foreign exchange. There
is no assurance that new PRC regulations will not be promulgated or current regulations (including but
not limited to the settlement arrangements between the PBoC and certain financial institutions in respect
of limited clearing or Renminbi outside of the PRC) will not be terminated or amended in the future,
each of which will have the effect of restricting availability of Renminbi outside the PRC. The limited
availability of Renminbi outside the PRC may affect the liquidity of the CNY Notes. To the extent the
relevant Issuer is required to source Renminbi in the offshore market to service CNY Notes, there is no
assurance that the Issuer will be able to source such Renminbi on satisfactory terms, if at all.
Investment in CNY Notes is subject to exchange rate risks
The relevant Issuer will make all payments of interest and principal with respect to CNY Notes in
Renminbi unless otherwise specified. The value of Renminbi against other foreign currencies fluctuates
from time to time and is affected by changes in the PRC and international political and economic
conditions as well as many other factors. The PBoC has in recent years implemented changes to the way
it calculates the Renminbi's daily mid-point against the U.S. dollar to take into account market-maker
quotes. This change, and others that may be implemented, may increase the volatility in the value of the
Renminbi against foreign currencies. As a result, the value of these Renminbi payments may vary with
the changes in the prevailing exchange rates in the marketplace. If the value of Renminbi depreciates
against another foreign currency, the value of the investment made by a holder of CNY Notes in that
foreign currency will decline.
Investment in CNY Notes is subject to currency risk

32
If the Issuer is not able, or it is impracticable for it, to satisfy its obligation to pay interest and principal
on CNY Notes as a result of Inconvertibility, Non transferability or Illiquidity (each, as defined in the
Conditions), the relevant Issuer shall be entitled, on giving not less than five or more than 30 calendar
days' irrevocable notice to the investors prior to the due date for payment, to settle any such payment in
U.S. dollars on the due date at the U.S. Dollar Equivalent (as defined in the Conditions) of any such
interest or principal, as the case may be.
Payments with respect to CNY Notes may be made only in the manner designated in CNY Notes
All payments to investors in respect of CNY Notes will be made solely (i) for so long as CNY Notes are
represented by a Temporary Global Note or a Permanent Global Note held with the common depositary
for Clearstream, Luxembourg and Euroclear or any alternative clearing system by transfer to a Renminbi
bank account maintained in Hong Kong or (ii) for so long as any CNY Notes are in definitive form, by
transfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing rules and
regulations. The relevant Issuer cannot be required to make payment by any other means (including in
any other currency or by transfer to a bank account in the PRC).
Gains on the transfer of the Notes may become subject to income taxes under PRC tax laws
Under the PRC Enterprise Income Tax Law and the relevant implementing rules, as amended from time
to time, any gain realised on the transfer of CNY Notes by non-PRC resident enterprise holders may be
subject to PRC enterprise income tax ("EIT") if such gain is regarded as income derived from sources
within the PRC. The PRC Enterprise Income Tax Law levies EIT at the rate of 20 per cent. of the PRC-
sourced gains derived by such non-PRC resident enterprise holder from the transfer of CNY Notes but
its implementation rules have reduced the EIT rate to 10 per cent.
However, uncertainty remains as to whether the gain realised from the transfer of CNY Notes by non-
PRC resident enterprise holders would be treated as income derived from sources within the PRC and
thus become subject to EIT. This will depend on how the PRC tax authorities interpret, apply or enforce
the PRC Enterprise Income Tax Law and the relevant implementing rules. According to the arrangement
between the PRC and Hong Kong, for avoidance of double taxation, holders who are residents of Hong
Kong, including enterprise holders and individual holders, will not be subject to EIT on capital gains
derived from a sale or exchange of CNY Notes.
Therefore, if non-PRC resident enterprise holders are required to pay PRC income tax on gains derived
from the transfer of CNY Notes, unless there is an applicable tax treaty between PRC and the jurisdiction
in which such non-PRC resident enterprise of CNY Notes reside that reduces or exempts the relevant
EIT, the value of their investment in CNY Notes may be materially and adversely affected.
Risks related toNZ Subordinated Notes issued under the Programme
An investor holding NZ Subordinated Notes may lose some or all of its investment should ANZ New
Zealand become insolvent
Although NZ Subordinated Notes may pay a higher rate of interest than comparable Notes which are not
subordinated, there is a significant risk that an investor holding NZ Subordinated Notes may lose some
or all of their investment should ANZ New Zealand become insolvent.
The terms of the Notes do not limit the amount of the liabilities ranking senior to any NZ Subordinated
Notes which may be incurred or assumed by ANZ New Zealand from time to time, whether before or
after the date of issue of the relevant NZ Subordinated Notes.
If ANZ New Zealand is put into liquidation, it will be required to pay the holders of senior debt and meet
its obligations to all its other unsubordinated creditors (including unsecured creditors) in full before it
can make any payments on any NZ Subordinated Notes. If this occurs, ANZ New Zealand may not have
enough assets remaining after these payments to pay any or all amounts due under the relevant NZ
Subordinated Notes.
In addition, all NZ Subordinated Notes will provide that, prior to the stated maturity of such NZ
Subordinated Notes or the commencement of the liquidation of ANZ New Zealand, ANZ New Zealand

33
is only permitted to make payments on such NZ Subordinated Notes if it is solvent at the time of such
payment and if it would be solvent immediately after any such payment. Any failure to pay as a result of
this solvency condition not being satisfied will not constitute an Event of Default under the Conditions
in respect of such NZ Subordinated Notes.
An investor holding NZ Subordinated Notes has limited remedies available for non-payment of
amounts owing and for other breaches of ANZ New Zealand's obligations
If ANZ New Zealand fails to pay principal on the NZ Subordinated Notes within 7 days of its due date,
or fails to pay interest on the NZ Subordinated Notes within 15 days of its due date, an NZ Subordinated
Noteholder may commence proceedings to recover the amount owing, provided that ANZ New Zealand
will not, by virtue of the institution of any such proceedings (other than any liquidation proceedings), be
obliged to pay any principal or interest or any other payments in respect of the NZ Subordinated Notes:
(a) sooner than such amounts would otherwise be payable and not until after the claims of Senior
Creditors (as defined in Condition 3(b) (Status and Guarantee – NZ Subordinated Notes – ANZ
New Zealand) of ANZ New Zealand have been paid; and
(b) if, prior to the stated maturity of the NZ Subordinated Notes or the commencement of the
liquidation of ANZ New Zealand, ANZ New Zealand is not solvent at the time of, or would not
be solvent immediately after, the payment of such amount.
In addition to taking such actions upon any such failure to pay principal or interest, an NZ Subordinated
Noteholder may commence a proceeding in New Zealand (but not anywhere else) to obtain an order for
specific performance of any other obligation in respect of NZ Subordinated Notes or for the liquidation
of ANZ New Zealand. The making of an order for a liquidation is in the discretion of the court. However,
in accordance with Condition 3(b) (Status and Guarantee – NZ Subordinated Notes – ANZ New Zealand),
until all Senior Creditors have been paid in full, an NZ Subordinated Noteholder must not claim in the
liquidation of ANZ New Zealand in competition with the Senior Creditors so as to diminish any
distribution, dividend or payment which, but for that claim, the Senior Creditors would have been entitled
to receive.
No remedy will be available to an NZ Subordinated Noteholder where ANZ New Zealand's failure to
pay principal or interest or make any other payment in respect of the NZ Subordinated Notes is due to
ANZ New Zealand failing to satisfy the solvency condition in Condition 4(v). Any amount not paid due
to ANZ New Zealand's failure to satisfy the solvency condition in Condition 4(v) accumulates and
remains a debt owing to the NZ Subordinated Noteholder by ANZ New Zealand until it is paid and will
be due and payable on the first Business Day on which the solvency condition in Condition 4(v) is
satisfied (whether or not such date is otherwise a payment date).
Prior to the commencement of the liquidation of ANZ New Zealand, no other remedy will be available
to an NZ Subordinated Noteholder against ANZ New Zealand, whether for the recovery of amounts
owing in respect of, or for a breach by ANZ New Zealand of its obligations under or in respect of, the
NZ Subordinated Notes.
An investor holding NZ Subordinated Notes has limited rights to accelerate principal under theNZ
Subordinated Notes
Payment of the principal amount of the NZ Subordinated Notes may be accelerated only in the event of
a liquidation of ANZ New Zealand. NZ Subordinated Noteholders will not have the right to accelerate
the payment of principal of the NZ Subordinated Notes if ANZ New Zealand fails to pay principal or
interest when due on those NZ Subordinated Notes or if ANZ New Zealand fails in the performance of
any of its other obligations under those NZ Subordinated Notes. The rights of acceleration under the NZ
Subordinated Notes are more limited than those available pursuant to the terms of ANZ New Zealand's
other unsubordinated debt securities.
NZ Subordinated Notes may be subject to optional redemption by ANZ New Zealand which may limit
their market value

34
ANZ New Zealand may redeem in whole (but not in part) NZ Subordinated Notes prior to their specified
maturity at the Early Redemption Amount together with interest accrued to the date fixed for redemption
(i) upon the occurrence of an NZ Subordinated Note Tax Event (subject to and in accordance with
condition 5(c) (Redemption for Taxation Reasons Applicable to NZ Subordinated Notes)); (ii) upon the
occurrence of an NZ Subordinated Note Regulatory Event (subject to and in accordance with Condition
5(d) (Redemption of NZ Subordinated Notes for Regulatory Reasons)); or (iii) on any Optional
Redemption Date specified in the applicable Final Terms which falls on or after the fifth anniversary of
the date on which such NZ Subordinated Notes were issued pursuant to Condition 5(f) (Redemption at
the Option of the Issuer and Exercise of Issuer's Options), in each case, subject to prior approval of the
RBNZ in accordance with Condition 5(j) (NZ Subordinated Notes - Approval of RBNZ).
An optional redemption feature is likely to limit the market value of the NZ Subordinated Notes. During
any period when ANZ New Zealand may elect to redeem NZ Subordinated Notes, the market value of
those NZ Subordinated Notes generally will not rise substantially above the price at which they can be
redeemed. This also may be true prior to any redemption period.
Risks related to the development of a market for Notes which may be issued under the Programme
There is no prior or active trading market for the Notes and such trading market may not develop
Each Tranche of Notes will be new securities which may not be widely distributed and for which there
is currently no active trading market (unless, in the case of any particular Tranche of Notes, such Tranche
is to be consolidated with and form a single series with a Tranche of Notes which is already issued). If
the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price,
depending upon prevailing interest rates, the market for similar securities, general economic conditions
and the financial condition of the Issuer. Accordingly, the Issuer cannot predict, or give any assurance as
to, whether an active or liquid trading market for any particular Tranche of Notes will develop or be
sustained. In addition to the creditworthiness, many factors affect the trading market for, and trading
value of, the Notes. These factors may include among other things:
the method of calculating the principal, premium and interest in respect of the Notes;
the time remaining to the stated maturity of the Notes;
the outstanding amount of the Notes;
any redemption features of the Notes;
the financial condition and results of the relevant Issuer's operations;
investor confidence and market liquidity; and
the level, direction and volatility of market interest rates generally.
There may be no, or only a limited number of, buyers when an investor decides to sell the Notes. This
may affect the price an investor receives for such Notes or the ability to sell such Notes at all. In addition,
Notes that are designed for specific investment objectives or strategies often experience a more limited
trading market and more price volatility than those not so designed.
The Notes may be de-listed, which may materially affect an investor's ability to resell
Any Notes that are listed on the London Stock Exchange or any other listing authority, stock exchange
or quotation system may be de-listed. If any Notes are de-listed, the relevant Issuer is obliged to
endeavour promptly to obtain an alternative listing. Although no assurance is made as to the liquidity of
the Notes as a result of listing on the London Stock Exchange or any other listing authority, stock
exchange or quotation system, de-listing the Notes may have a material adverse effect on a Noteholder's
ability to resell the Notes in the secondary market.
Legal and other Risks

35
Because the Global Notes will be held by or on behalf of Euroclear, Clearstream, Luxembourg and/or
an Alternative Clearing System, investors will have to rely on their procedures for transfer, payment
and communication with the relevant Issuer and/or the Guarantor
Notes issued under the Programme (other than VPS Notes) may be represented by one or more Global
Notes (namely single notes representing all, or the relevant part, of the entire issue). Such Global Notes
will be deposited with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, S.A. ("Clearstream, Luxembourg") and/or a clearing system other than Euroclear or
Clearstream, Luxembourg (an "Alternative Clearing System", which expression shall include the
Central Moneymarkets Unit Service (or any lawful successor thereto (the "CMU" or "CMU Service")
being the book-entry clearing system operated by the Hong Kong Monetary Authority (the "HKMA"),
the government authority in Hong Kong with responsibility for maintaining currency and banking
stability whenever the context permits). Apart from the circumstances described in the relevant Global
Note, investors will not be entitled to Notes in definitive form (i.e. physical certificates of ownership).
Euroclear, Clearstream, Luxembourg and/or any relevant Alternative Clearing System will maintain
records of the beneficial interests in the Global Notes. While the Notes are represented by one or more
Global Notes, investors will be able to trade their beneficial interests only through Euroclear,
Clearstream, Luxembourg and/or any relevant Alternative Clearing System.
While the Notes are represented by one or more Global Notes, the relevant Issuer and the Guarantor, if
applicable, will discharge its payment obligations under the Notes by making payments to the common
depositary for Euroclear, Clearstream, Luxembourg and/or any relevant Alternative Clearing System for
distribution to their relevant account holders. A holder of a beneficial interest in a Global Note must rely
on the procedures of Euroclear, Clearstream, Luxembourg and/or any relevant Alternative Clearing
System to receive payments under the relevant Notes. The Issuers and the Guarantor have no
responsibility or liability for the records relating to, or payments made in respect of, beneficial interests
in the Global Notes.
So long as any Note is represented by a Global Note held through the CMU Service, each person for
whose account interest in the Global Note is credited as being held in the CMU, as notified by the CMU
Service to the CMU lodging agent appointed for such purpose in a relevant CMU instrument position
report (which shows the aggregate nominal value of the instrument specified therein held by members of
the CMU Service in CMU securities accounts), will be the only person entitled to receive payments on
the Notes represented by the Global Note. Such person(s) must look solely to the CMU paying agent
appointed for such purpose (the "CMU Paying Agent") for his share of each payment made by the
relevant Issuer in respect of the Global Note, and in relation to all other rights arising under the Global
Note, subject to and in accordance with the respective rules and procedures of the CMU Service. The
relevant Issuer and the Guarantor, if applicable, will be discharged by payment to the CMU Paying
Agent, and such person(s) shall have no claim directly against the relevant Issuer and the Guarantor in
respect of payments due on the Notes for so long as the Notes are represented by the Global Note in
respect of each amount so paid. Investors are exposed to the creditworthiness of the CMU Paying Agent
and may suffer a loss in their investment if the CMU Paying Agent delays in making or fails to make the
relevant payment to the aforesaid person(s) upon receiving the relevant payment from the Issuer.
Holders of beneficial interests in the Global Notes will not have a direct right to vote in respect of the
relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by
Euroclear, Clearstream, Luxembourg and/or any relevant Alternative Clearing System to appoint
appropriate proxies. Similarly, holders of beneficial interests in the Global Notes will not have a direct
right under the Global Notes to take enforcement action against the relevant Issuer, or the Guarantor, if
applicable, in the event of a default under the relevant Notes but will have to rely upon their rights under
the Deed of Covenant.
Similarly, VPS Notes will be issued in uncertificated and dematerialised book-entry form registered in
the VPS. The VPS will maintain records of the ownership of the VPS Notes. VPS Notes will not be
evidenced by any physical note or document of title other than statements of account made by the VPS.
Ownership of VPS Notes will be recorded and transfer effected only through the book-entry system and
register maintained by the VPS.

36
The relevant Issuer will discharge its payment obligations under VPS Notes by making payments through
the VPS and holders of VPS Notes must therefore rely on the procedures of the VPS to receive payments
under VPS Notes. The relevant Issuer has no responsibility or liability for the records relating to, or
payments made in respect of, beneficial interests in VPS Notes. Investors with accounts in Euroclear and
Clearstream, Luxembourg may hold VPS Notes in their accounts with such clearing systems and the
relevant clearing system will be shown in the records of the VPS as the holder of the relevant amount of
VPS Notes.
Foreign account tax compliance (FATCA) withholding may apply to payments on the Notes, including
as a result of the failure of a Noteholder or a Noteholder's bank or broker to provide information to
tax authorities or withholding agents
Withholding as high as 30 per cent. may be imposed on payments made with respect to the Notes, but
such withholding will not apply to payments made before the date that is two years after the date on
which final regulations defining the term "foreign passthru payment" are enacted, and, other than with
respect to Subordinated Notes and NZ Subordinated Notes, only with respect to the Notes, issued or
modified at least six months after the date on which final regulations implementing the rules for
calculating the amount of such withholding tax are published in final form (subject to changes in US
Law affecting timing, applicability and rates for Foreign Passthru Payments). The withholding, when it
applies, may be imposed at any point in a series of payments unless the relevant payee (including a bank,
broker or individual) at each point complies with information reporting, certification and related
requirements. Accordingly, a Noteholder that holds Notes through a bank or broker could be subject to
withholding if, for example, its bank or broker is subject to withholding because the bank or broker fails
to comply with these requirements even though the holder itself might not otherwise have been subject
to withholding. If a payment on the Notes is subject to this withholding, no additional amounts will be
paid, and a Noteholder will receive less than the expected amount of the payment.
Prospective investors should consult their tax advisers and their banks or brokers regarding the possibility
of this withholding. For more information, see "Taxation—FATCA Withholding"below.
Notes subject to prior claims
Claims against ANZBGL under Australian law are subject to mandatory priority provisions including
those applying to ADIs (of which ANZBGL is one). These priority provisions include section 13A of the
Banking Act, which provides that, in the event that ANZBGL becomes unable to meet its obligations or
suspends payment, its assets in Australia are to be available to meet specified liabilities in Australia
(including "protected accounts" which include most deposit liabilities) in priority to all other liabilities
of ANZBGL (including the Notes). These liabilities will be substantial and are not limited by the
Conditions. Further, certain assets, such as the assets of ANZBGL in a cover pool for covered bonds
issued by ANZBGL, are excluded from constituting assets in Australia for the purposes of section 13A
of the Banking Act, and these assets are subject to the prior claims of the covered bond holders and
certain other secured creditors in respect of the covered bonds. The assets which are subject to such prior
claims may also be substantial. In addition, future changes to applicable law may extend the debt required
to be preferred by law or the assets to be excluded.
Under the €8 billion ANZ New Zealand covered bond programme, investors have full recourse to
ANZNIL or ANZ New Zealand as issuer and ANZ New Zealand as guarantor and also to a cover pool
of assets held by the ANZNZ Covered Bond Trust. The assets of the ANZNZ Covered Bond Trust are
made up of certain housing loans and related securities originated by ANZ New Zealand and which are
security for the guarantee by ANZNZ Covered Bond Trust Limited as trustee of the ANZNZ Covered
Bond Trust of covered bonds issued by ANZ New Zealand or ANZNIL, from time to time.
As at 30 September 2021, the rights to cash flows associated with housing loans and related securities
with a carrying value of NZ$11,406 million or 6.2 per cent. of the ANZ New Zealand Group's total assets
were held in the ANZNZ Covered Bond Trust. The assets of the ANZNZ Covered Bond Trust do not
qualify for derecognition as ANZ New Zealand retains substantially all of the risks and rewards of the
transferred assets. Therefore, the covered bond programme and the ANZNZ Covered Bond Trust do not
change ANZ New Zealand's financial statements. The covered bonds are guaranteed by ANZNZ Covered
Bond Trust Limited as trustee of the ANZNZ Covered Bond Trust under the terms of the covered bond

37
programme. The assets of the ANZNZ Covered Bond Trust are not available to creditors of ANZ New
Zealand other than covered bond holders, including holders of Notes issued by ANZNIL or ANZ New
Zealand, although ANZ New Zealand (or its liquidator or statutory manager) may have a claim against
the residual assets of the ANZNZ Covered Bond Trust (if any) after all prior ranking creditors of the
ANZNZ Covered Bond Trust have been satisfied.
Investors who hold less than the minimum Specified Denomination may be unable to sell their Notes
and may be adversely affected if definitive Notes are subsequently required to be issued
In relation to any issue of Notes which have denominations consisting of a minimum Specified
Denomination plus one or more higher integral multiples of another smaller amount, it is possible that
such Notes may be traded in amounts in excess of the minimum Specified Denomination that are not
integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of
trading such amounts, holds an amount which is less than the minimum Specified Denomination in its
account with the relevant clearing system would not be able to sell the remainder of such holding without
first purchasing a principal amount of Notes at or in excess of the minimum Specified Denomination
such that its holding amounts to a Specified Denomination. Further, a holder who, as a result of trading
such amounts, holds an amount which is less than the minimum Specified Denomination in its account
with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such
holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes at
or in excess of the minimum Specified Denomination such that its holding amounts to a Specified
Denomination.
If such Notes in definitive form are issued, holders should be aware that definitive Notes which have a
denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid
and difficult to trade.
Risks relating to the Issuers' and the Guarantor's businesses
Introduction
The Group's activities are subject to risks, including risks arising from the coronavirus ("COVID-19")
pandemic, that can adversely impact its business, operations, results of operations, reputation, prospects,
liquidity, capital resources, financial performance and financial condition (together, the "Group's
Position").
The risks and uncertainties described below are not the only ones that the Group may face. Additional
risks and uncertainties that the Group is unaware of, or that the Group currently deems to be immaterial,
may also become important factors that affect it.
If any of the specified or unspecified risks actually occur, the Group's Position may be materially and
adversely affected, with the result that the trading price of the Group's equity or debt securities could
decline, and investors could lose all or part of their investment.
References in this section to the "Group" are to ANZBGL and its subsidiaries or ANZ New Zealand and
its subsidiaries as the context requires. All references in this section to "securities" include the Notes.
Risks related to the Issuer's and the Guarantor's business activities and industry
The COVID-19 pandemic and future outbreaks of other communicable diseases or pandemics may
materially and adversely affect the Group's Position
The outbreak of the novel strain of coronavirus in late 2019, specifically identified as SARS-CoV-2, with
the disease referred to as 'COVID-19', has resulted in governments worldwide enacting emergency
measures to combat the spread of the virus. Governments including those in Australia and New Zealand,
have imposed wide ranging restrictions on, suspensions of, or advice against, regional and international
travel, events, and meetings and many other normal activities and undertaken substantial and costly
monetary and fiscal interventions designed to stabilise sovereign nations and financial markets. While
certain restrictions have been lifted or modified, governments may in the foreseeable future reintroduce
prior restrictions or implement and introduce further measures to contain the spread of COVID-19, for

38
example, in July 2021, the Greater Sydney region of NSW was placed into a protracted lockdown. In
addition, although globally and domestically COVID-19 vaccines are being deployed, there are
uncertainties associated with the long-term effectiveness of such vaccines and the success of nationwide
vaccination programmes. The uncertainties of the COVID-19 pandemic have also increased as a result
of the recent spread of new strains of the virus, such as the 'Delta variant'. Further variants may develop
that require different government responses and greater restrictions to those adopted to date.
Consequently, the duration, severity and impact of the COVID-19 pandemic, as well as the effectiveness
of government and central bank responses to the pandemic, remain subject to significant uncertainties.
Major disruptions to community health and economic activity continue to have wide ranging negative
effects across most business sectors in Australia, New Zealand and globally, which in turn has impacted
demand for the Group's products and services and resulted in a deterioration of the quality of the Group's
credit portfolio. Additionally, many of the Group's borrowers have been and continue to be negatively
impacted by the COVID-19 pandemic and the Group is exposed to an increased risk of credit loss from
borrowers, particularly in the following sectors: transportation (including airlines and shipping); tourism
and travel (including accommodation, food and beverage); entertainment; education; retail; and property
(particularly shopping malls and hotels). See Notes 1 and 17 of the ANZBGL 2021 Audited Financial
Statements, Notes 1 and 12 of the ANZ New Zealand 2021 Audited Financial Statements and section B3
of the ANZ New Zealand 2021 Disclosure Statement (which are incorporated by reference into this Base
Prospectus).
Despite initial concerns about the negative impacts of the COVID-19 pandemic and the threat of a long-
term recession, most commercial property markets in the Group's core property markets have been
resilient in large part due to government stimulus, record low interest rates and strong investor interest
(debt and equity) seeking long-term defensive assets. However, some segments of the economy have
experienced more direct and ongoing consequences from the COVID-19 pandemic (e.g. with respect to
mobility and tourism) and in these segments cash flows have been impaired and are more volatile, which
has impacted serviceability and asset valuations. Furthermore, a highly competitive commercial
construction sector, coupled with COVID-19 related supply chain disruption and labour mobility
constraints could result in a decline in profit margins, and could also, impact contractors' and sub-
contractors' cash flows, working capital needs and liquidity, which may present a completion risk to the
Group's commercial property development financing activities.
In response to the COVID-19 pandemic, the Group established a range of accommodations and measures,
such as loan payment deferral, designed to assist its personal and business customers but there can be no
assurance that these accommodations and measures will be sufficient to prevent or mitigate further
hardship, or ensure the delivery of the Group's products and services, and there is a risk that the Group's
Position may be materially and adversely affected. For example, there can be no guarantee that at the
conclusion of the deferral or suspension period, customers will be able to recommence their loan
repayment obligations, leading to a potential increase in credit risk related losses, which could have a
material adverse effect on the Group's Position. See Notes 1 and 17 of the ANZBGL 2021 Audited
Financial Statements. These accommodations and measures, and any future accommodations and
measures while supporting the Group's customers, may in turn have a negative impact on the Group's
Position, may negatively impact the Group's net interest margin, and may result in the Group assuming
a greater level of risk than it would have under ordinary circumstances and the Group's Position may be
materially and adversely affected as a result.
Significant requests for assistance from retail and small business customers have been received by the
Group's customer service team. These requests may grow if there are further outbreaks and the Group is
continuing to address additional resourcing and process changes to enable it to support its customers.
While there have been signs of improvement, in the longer term, asset values may start to deteriorate if
a large quantity of retail and business customers liquidate their investments, which may also be
exacerbated by the cessation of government assistance, either during, or immediately after, the crisis or
due to a decrease in demand for these assets. In both scenarios loan-to-value ratios are expected to be
impacted.
Substantially reduced global economic activity has caused substantial volatility in the financial markets
and such volatility may continue and is expected to continue, to have a significant impact on the global
economy and global markets, as well as on the economies of Australia and New Zealand. Travel

39
restrictions, border controls, social distancing measures, quarantine protocols and other containment
measures have contributed, and may continue to contribute, to restricted economic activity in Australia,
New Zealand and elsewhere around the world and suppress demand for commodities, interrupt the supply
chain for industries, dampen consumer confidence and suppress business earnings and growth prospects,
all of which could contribute to ongoing volatility in global financial markets.
Many countries have, at times, experienced large declines in GDP as they restrict activities to manage
the spread of the virus, with sharp increases in unemployment rates. These declines in GDP could be
exacerbated by further outbreaks, such as due to the emergence of new variants, of the virus.
Governments have responded, and some continue to respond with fiscal stimulus packages/measures as
well as traditional and unconventional monetary easing and regulatory forbearance that is designed to
offset at least some of the worst effects of the COVID-19 pandemic. While such stimulus measures do
not prevent the decrease in economic activity stemming from the widespread movement restrictions
aimed at stalling the spread of the virus, they have contributed to economic recovery when restrictions
were eased. There may also be further fluctuations in economic activity when economic support policies
are withdrawn.
The Australian and New Zealand governments and their agencies pursued (and may continue to pursue)
policies to promote lending by financial institutions. These actions may support providers that compete
with the Group. Given the importance of a functioning and competitive banking sector, and the Australian
and New Zealand Governments' ongoing desire to pursue a pro-growth agenda in response to the
economic disruption caused by the COVID-19 pandemic, it is anticipated that over the longer term the
level of competition in the financial services sector will remain a focus area for the Australian and New
Zealand governments. Policy reform in this area may result in increased competitive pressure in the
Group's key markets which may adversely affect the Group's Position.
A deterioration of public finances of sovereigns in response to the COVID-19 pandemic combined with
pre-existing sovereign risk may lead to further increased volatility and widening credit spreads. In March
2020 there was a substantial impact to market liquidity across most asset classes as market volatility
significantly increased. While this level of market volatility has not been repeated since, there is still
uncertainty surrounding any future impact on financial markets. The Group's assessment of its valuation
of assets and liabilities considers internal and external information, which includes assessing the ongoing
impact of the COVID-19 pandemic, and related responses of governments, regulators and businesses, on
the carrying values of the Group's assets. There is a high degree of uncertainty associated with the
duration and impact of the COVID-19 pandemic which may affect the recoverability of the Group's assets
in future periods.
The COVID-19 pandemic has also affected, and can be expected to continue to impact, the Group's
ability to continue its operations without interruption or delays due to closure of and restricted access to
premises, contagion management and travel restrictions. Any related illness or quarantine of the Group's
employees or contractors or suspension of the Group's business operations at its branches, stores or
offices could affect the Group's Position. The COVID-19 pandemic has resulted in the adoption of the
virtual working environment as 'business as usual' and the Group has focused on the well-being of staff
given the pressures of working from home including the risk of ongoing impacts of the COVID-19
pandemic and potential impacts that it may have on employee mental well-being including the ability to
perform duties and operational activities appropriately. Conduct risk, however, may be heightened
because of remote working through its impact on employees' behaviour and/or the Group's systems and
processes (or through its impact on the Group's ability to monitor such matters). The risk of customer
harm over the next twelve months is likely to be shaped by the economic and social impact of the
pandemic, and a prioritised area of focus for the Group is mitigating the risk of unfair treatment of
borrowers, including those in financial difficulties. As the economy begins to move towards recovery
and governments' or the Group's COVID-19 related support measures are wound back, individual
customers still enduring hardship may suffer detriment if the Group cannot provide tailored support and
sustainable arrangements based on individual circumstances.
In addition, the COVID-19 pandemic has also increased geopolitical risk. Continuing tensions between
countries, including between Australia and China, and policy uncertainty could result in further
downturns to the domestic and global economies, which in turn could have a material adverse impact on
the Group's Position or its ability to execute its strategic initiatives. See "Changes in political and general

40
business and economic conditions, including disruption in regional or global credit and capital markets,
may adversely affect the Group's Position".
The ongoing ramifications of the COVID-19 pandemic remain highly uncertain and, as of the date of
this Base Prospectus, it is difficult to predict the further spread or duration of the COVID-19 pandemic,
including whether there will be further outbreaks and whether and to what extent vaccines or other
medical treatments will be effective in curtailing the effects of the COVID-19 pandemic.
All or any of the negative conditions related to the COVID-19 pandemic described above may cause a
further reduction in demand for the Group's products and services and/or an increase in loan and other
credit defaults, bad debts, and impairments and/or an increase in the cost of the Group's operations.
Should any of these occur, the Group's Position could be materially adversely affected.
Actions taken by regulators in response to the COVID-19 pandemic have impacted, and may continue to
impact, the Group. As an example, in Australia, APRA revised its guidance for ADIs on capital
management (including capital distributions) and, in New Zealand, the RBNZ made the decision to
restrict the payment of dividends on ordinary shares by New Zealand incorporated registered banks
during the period of economic uncertainty caused by the COVID-19 pandemic.
To the extent the COVID-19 pandemic continues to adversely affect the Group's Position, it may also
have the effect of heightening many of the other risks described in this "Risk Factors" section.
Changes in political and general business and economic conditions, including disruption in regional
or global credit and capital markets, may adversely affect the Group's Position
The Group's financial performance is primarily influenced by the political and economic conditions and
the level of business activity in the major countries and regions in which the Group or its customers or
counterparties operate, trade or raise funding including, without limitation, Australia, New Zealand, the
Asia Pacific region, the UK, Europe and the United States (the "Relevant Jurisdictions").
The political, economic and business conditions that prevail in the Group's operating and trading markets
are affected by, among other things, domestic and international economic events, developments in global
financial markets, political perspectives, opinions and related events and natural disasters.
Global political conditions that impact the global economy have led to, and may continue to result in
extended periods of increased political and economic uncertainty and volatility in the global financial
markets, which could adversely affect the Group's Position. Relatively recent examples of events that
have affected (and may continue to affect) global political conditions include the UK ceasing to be a
member of the European Union (the "EU") and the EEA on 31 January 2020 (commonly referred to as
"Brexit"), and global trade developments relating to, among other things, the imposition or threatened
imposition of trade tariffs and levies by major countries, including the United States, China and other
countries that are Australia's and New Zealand's significant trading partners and allies.
Following the end of the Brexit transition period on 30 December 2020, aspects of the relationship
between the UK and the EU have been governed by the EU-UK Trade and Cooperation Agreement (the
"TCA"). The TCA came into effect on 1 May 2021, following its provisional application. The TCA sets
out a number of preferential arrangements in areas such as trade in goods and in services, digital trade
and intellectual property, but many matters pertaining to the provision of financial services, remain
uncertain. There are a number of remaining uncertainties regarding, among other things, post-Brexit
protocols and arrangements among the parties involved.
Trade, and broader geopolitical, relationships between the United States and some of its trading partners,
such as China, remain volatile. The implementation of trading policies or divergent regulatory
frameworks by Australia's and New Zealand's key trading partners and allies may adversely impact the
demand for Australian and New Zealand exports and may lead to declines in global economic growth.
In particular, China is one of Australia's and New Zealand's major trading partners and a significant
driver of commodity demand and prices in many of the markets in which the Group and its customers
operate. Any heightening of geopolitical tensions and the occurrence of events that adversely affect
China's economic growth and Australia's and New Zealand's economic relationship with China,
including the implementation of additional tariffs and other protectionist trade policies, could adversely

41
affect Australian or New Zealand economic activity, and, as a result, could adversely affect the Group's
Position.
Instability in global political conditions, including in the United States, has contributed to economic
uncertainty and declines in market liquidity and could increase volatility in the global financial markets
and negatively impact consumer and business activity within the markets in which the Group or its
customers or counterparties operate, or result in the introduction of new and/or divergent regulatory
frameworks that the Group will be required to adhere to.
Should economic conditions in markets in which the Group or its customers or counterparties operate
deteriorate, asset values in the housing, commercial or rural property markets could decline,
unemployment could rise and corporate and personal incomes could suffer. Deterioration in global
markets, including equity, property, currency and other asset markets, may impact the Group's customers
and the security the Group holds against loans and other credit exposures, which may impact the Group's
ability to recover loans and other credit exposures. Should any of these occur, the Group's Position could
be materially adversely affected.
The Group's financial performance may also be adversely affected if the Group is unable to adapt its cost
structures, products, pricing or activities in response to a drop in demand or lower than expected
revenues. Similarly, higher than expected costs (including credit and funding costs) could be incurred
because of adverse changes in the economy, general business conditions or the operating environment in
the countries or regions in which the Group or its customers or counterparties operate. Should any of
these occur, the Group's Position could be materially adversely affected.
Competition in the markets in which the Group operates may adversely affect the Group's Position
The markets in which the Group operates are highly competitive and could become more competitive in
the future. Competition is expected to increase, including from non-Australian financial service providers
who continue to expand in Australia, and from new non-bank entrants or smaller providers in those
markets.
Examples of factors that may affect competition and negatively impact the Group's Position include:
entities that the Group competes with, including those outside of Australia and New Zealand,
could be subject to lower levels of regulation and regulatory activity. This could allow them
to offer more competitive products and services, because those lower levels of regulation
may give them a lower cost base and/or the ability to attract employees that the Group would
otherwise seek to employ;
digital technologies and business models are changing customer behaviour and the
competitive environment and emerging competitors are increasingly utilising new
technologies and seeking to disrupt existing business models in the financial services sector;
existing companies from outside of the traditional financial services sector may seek to
directly compete with the Group by offering products and services traditionally provided by
banks, including by obtaining banking licenses and/or by partnering with existing providers;
consumers and businesses may choose to transact using, or to invest in, new forms of
currency (such as cryptocurrencies) in relation to which the Group may choose not, or may
not competitively be able, to provide financial services; and
Open Banking (as described below) may lead to increased competition (see the risk factor
entitled "Regulatory changes or a failure to comply with laws, regulations or policies may
adversely affect the Group's Position").
The impact on the Group of an increase in competitive market conditions or a technological change that
puts the Group's business platforms at a competitive disadvantage, especially in the Group's main markets
and products, could lead to a material reduction in the Group's market share, customers and margins and
adversely affect the Group's Position.

42
Increased competition for deposits may increase the Group's cost of funding. If the Group is not able to
successfully compete for deposits, the Group would be forced to rely more heavily on other, less stable
or more expensive forms of funding, or to reduce lending. This may adversely affect the Group's Position.
Economic disruptions could have a significant impact on competition and profitability in the financial
services sector over the medium term due to funding cost and provision increases, further declines in or
persistence of structurally low interest rates, insufficient liquidity, implementation of business continuity
plans, changes to business strategies and temporary regulatory safe harbours. The low-growth
environment will likely lead to heightened competitive intensity and margin compression.
Changes in the real estate markets in Australia, New Zealand or other markets where the Group does
business may adversely affect the Group's Position
Residential and commercial property lending, together with real estate development and investment
property finance, constitute important businesses of the Group. Major sub-segments within the Group's
lending portfolio include:
residential housing loans (owner occupier and investment); and
commercial real estate loans (investment and development).
Since 2009, the world's major central banks have embarked upon unprecedented monetary policy
stimulus. The resulting weight of funds searching for yield continues to be a significant driver underlying
property markets in the Group's core property jurisdictions (Australia, New Zealand, Singapore and Hong
Kong). However, although values for completed tenanted properties and residential house prices,
particularly in metropolitan east coast Australian regions rose steadily until 2018, the fall in Australian
house prices in 2018 was the largest since the global financial crisis. In the latter part of 2019 and early
2020, property prices across Australia had started to increase, and although this trend was disrupted by
COVID-19 (see the risk factor entitled "The COVID-19 pandemic and future outbreaks of other
communicable diseases or pandemics may materially and adversely affect the Group's Position"),
property prices in Australia have risen again in the most recent fiscal year.
Similarly, in New Zealand residential property prices have steadily increased with median prices
increasing to a record high in October 2021. In response, the New Zealand Government has introduced
a range of initiatives aimed at limiting further price increases, such as mandating that the RBNZ consider
the impact on housing when making monetary and financial policy decisions; creating a NZ$3.8 billion
fund to accelerate housing supply in the short to medium term by investing in infrastructure like roads
and pipes to homes; extending the 'bright-line' test (which is akin to a capital gains tax on investment
property if sold within 10 years from date of purchase, previously 5 years); the removal of interest
deductibility from 1 October 2021 for residential property investors who hold their investments (acquired
on or after 27 March 2021) on capital account as well as phasing out its application on existing residential
investments (with concessions for businesses and for "new builds"); and pledging to help Kāinga Ora
(the Crown entity responsible for housing and communities) borrow an additional NZ$2 billion to
increase land acquisitions to boost housing supply. These measures, are intended to moderate the rate of
New Zealand residential property price increases.
Longer term, given a prolonged period of asset price inflation and record low interest rates, the Group's
portfolio of commercial property loans may become more susceptible to a sudden and material increase
in interest rates, which could cause a decline in interest coverage ratios and asset values, which could
increase refinance risk and necessitate equity contributions towards debt reduction.
Sovereign risk events may destabilise global financial markets and may adversely affect the Group's
Position
Sovereign risk is the risk that governments will default on their debt obligations, be unable to refinance
their debts as and when they fall due or nationalise parts of their economy. Sovereign defaults may
adversely impact the Group directly, through adversely impacting the value of the Group's assets, or
indirectly through destabilising global financial markets, thereby adversely impacting the Group's
Position.