ANZ updates wholesale domestic debt issuance programme

Australia and New Zealand Banking Group Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522
News Release
For Release: 7 December 2022



ANZ updates wholesale domestic debt issuance programme
ANZ today updated its Australian dollar wholesale debt issuance programme for the issue of
medium term notes and subordinated notes.

Attached are the following updated documents:

1. Information Memorandum dated 7 December 2022; and
2. Amended and Restated Deed Poll dated 7 December 2022.



For media enquiries contact:

Stephen Ries
Head of Corporate Communications
Tel: +61 3 8654 3659 or +61 409 655 551
Email: Stephen.Ries@anz.com
For investor and analyst enquiries contact:

Scott Gifford
Head of Group Funding
Tel: +61 8655 5683 or +61 434 076 876
Email: Scott.Gifford@anz.com

Approved for distribution by ANZ’s Continuous Disclosure Committee
















NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE U.S. This statement does not constitute an offer of any securities for
sale. The securities offered will not be registered under the U.S. Securities Act of
1933 and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.

INFORMATION MEMORANDUM











AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
Australian Business Number 11 005 357 522
(Incorporated with limited liability in Australia)









AUSTRALIAN DOLLAR
DEBT ISSUANCE PROGRAMME

for the Issue of Medium Term Notes and Subordinated Medium Term Notes







Arranged by
Australia and New Zealand
Banking Group Limited





The date of this Information Memorandum is 7 December 2022.

1
IMPORTANT NOTICE


Introduction:
This Information Memorandum (the “Information Memorandum”) serves to amend an existing
Australian Dollar Debt Issuance Programme of the Australia and New Zealand Banking Group Limited
(ABN 11 005 357 522) (the “Issuer”) the most recent Information Memorandum for which was dated
11 March 2021 (the "Existing Programme") for the offering, sale and issuance of Medium Term Notes
and Subordinated Medium Term Notes (“Subordinated Notes”). In this Information Memorandum,
unless otherwise specified, the terms “Notes” and “Securities” include both Medium Term Notes and
Subordinated Notes.
Securities issued under the Existing Programme:
Securities issued by the Issuer under the Existing Programme prior to the date of this Information
Memorandum and any additional tranches of Securities of existing series of Securities will continue to
have the benefit of the deed poll dated 26 February 2007, 28 November 2008, 10 August 2010, 14
February 2012, 8 April 2014, 3 August 2015, 21 February 2017, 15 October 2018 or 11 March 2021
(or such other relevant deed poll as applicable), and any agreements relating to such Securities
entered into on or about the date of the applicable deed poll (as supplemented, amended, modified or
replaced by the applicable Pricing Supplement for those Securities (“Pricing Supplement”)).
Issuer’s responsibility:
This Information Memorandum has been prepared by and issued with the authority of the Issuer.
The Issuer accepts responsibility for the information contained in this Information Memorandum.
No independent advice:
This Information Memorandum has been prepared for distribution to professional investors whose
ordinary business includes buying and selling debt securities as principal or agent.
Each potential investor in or purchaser of Securities should determine (and will be taken to have
determined) for itself the financial condition and affairs of the Issuer and the relevance and sufficiency
of the information contained in this Information Memorandum or the documents and information
incorporated by reference or any other financial statements. Such purchase or acquisition of Securities
should be (and will be deemed as having been) based upon the investor’s own independent
investigation of the financial condition and affairs and their own appraisal of the creditworthiness of the
Issuer, after taking all appropriate advice from qualified professional persons. Any investment decision
should be based on that decision, investigation and appraisal and not on this Information Memorandum.
None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer
during the life of the arrangements contemplated by this Information Memorandum nor to advise any
investor or potential investor in the Securities of any information coming to the attention of any of the
Dealers or the Arranger.
No advice is given in respect of the taxation treatment of potential investors or purchasers in connection
with investment in any Securities or the legal consequences of such an acquisition and each investor
or purchaser should consult its own professional adviser.
No authorisation:
No person has been authorised to give any information or to make any representation other than
those contained in this Information Memorandum in connection with the Issuer or the Group, the issue
or sale of the Securities and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or any of the Dealers or the Arranger (each as defined
below in the “Summary of Programme”).
Currency of information:
Neither the delivery of this Information Memorandum nor any offer, issue or sale made in connection
herewith shall, under any circumstances, create any implication that there has been no change in the
affairs of the Issuer or the Group since the date hereof or the date upon which this Information
Memorandum has been most recently amended or supplemented or that there has been no adverse

2
change in the financial position of the Issuer or the Group since the date hereof or the date upon
which this Information Memorandum has been most recently amended or supplemented or that any
other information supplied in connection with this Australian Dollar Debt Issuance Programme (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.
Distribution arrangements:
The distribution of this Information Memorandum and the issuance, offering or sale of the Securities in
certain jurisdictions may be restricted by law. Persons into whose possession this Information
Memorandum or interests in or rights in respect of the Securities come are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restrictions.
No action has been taken by the Issuer, the Arranger or the Dealers which would permit a public offering
of any Securities or distribution of this Information Memorandum in any jurisdiction where action for that
purpose is required.
The Securities have not been and will not be registered under the United States Securities Act of 1933,
as amended (the ‘‘Securities Act’’). Subject to certain exceptions, the Securities may not be offered,
sold or delivered within the United States or to U.S. persons. For a description of certain restrictions
on acceptance, offers, issues and sales of the Securities and on distribution of this Information
Memorandum, see ‘‘Subscription and Sale”.
Neither this Information Memorandum nor any Pricing Supplement constitutes an offer of, or an
invitation by or on behalf of any of the Issuer, the Dealers or the Arranger to subscribe for, purchase or
acquire any Securities and should not be considered as a recommendation by the Issuer, the Arranger,
the relevant Dealers or any of them that any recipient of this Information Memorandum or any Pricing
Supplement should subscribe for or purchase any Securities. Each recipient of this Information
Memorandum or any Pricing Supplement shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer and the Group.
Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore (the
"SFA"):
Unless otherwise stated in the Pricing Supplement, the Issuer has determined and hereby notifies all
relevant persons (as defined in Section 309A of the SFA) that the Securities issued or to be issued
under this 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).
Prohibition of sales to EEA retail investors:
The Securities are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area
(“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (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 ; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as
amended, the “EU Prospectus Regulation”). Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the
Securities or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Securities or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
Prohibition of sales to UK retail investors:
The Securities are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined

3
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”); (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 ;
or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the EUWA . Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK
PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Securities or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
No retail product distribution conduct:
This Information Memorandum and the Securities 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.
No independent verification:
The Dealers and the Arranger have not separately verified the information contained in this
Information Memorandum. None of the Dealers or 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 Information Memorandum. Neither this Information Memorandum nor any
document or information incorporated by reference herein is intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by any of the Issuer,
the Dealers or the Arranger that any recipient of this Information Memorandum or any document or
information incorporated by reference herein should purchase or acquire any Securities. The Dealer
and the Arranger, if the same legal entity as the Issuer, act solely through a separate division of the
Issuer in the context of this Information Memorandum and the Programme, without reference to any of
its or its subsidiaries’ respective personnel or operations outside that division, and therefore, are not
to be taken to be aware of any matters within the knowledge of such personnel or operations relating
to the Issuer or the Programme.
Fees:
Each Dealer, its subsidiaries, directors and employees may receive fees, brokerage and commissions
and may act as principal in dealing in any Securities.
Under the Programme, the Issuer may from time to time issue Securities subject as set out herein. A
summary of the terms and conditions of the Programme and the Securities appears below. The
applicable terms of any Security will be agreed between the Issuer and the relevant Dealer prior to the
issuance of the Securities and will be set out in the Conditions of the Securities incorporated by
reference into the Securities, as modified and supplemented by the relevant Pricing Supplement (as
defined below) in respect of such Securities.
Unless otherwise defined in this Information Memorandum, words and expressions defined or used in
the “Conditions of the Securities” below, as amended by any relevant Pricing Supplement in respect of
a Series of Securities, or in that Pricing Supplement (as applicable), shall have the meanings given in
this Information Memorandum.

4
TABLE OF CONTENTS


DOCUMENTS INCORPORATED BY REFERENCE 5
NON-OPERATING HOLDING COMPANY 6
SUMMARY OF THE PROGRAMME 8
RANKING TABLE 19
CONDITIONS OF THE SECURITIES 20
1 DEFINITIONS AND INTERPRETATION 20
2 FORM, DENOMINATION AND TITLE 36
3 STATUS 38
4 INTEREST AND OTHER CALCULATIONS 38
5 INTEREST ON FLOATING RATE SECURITIES AND INDEX LINKED INTEREST
SECURITIES 39
6 REDEMPTION, PURCHASE AND OPTIONS 46
7 CONVERSION OR WRITE-OFF OF SUBORDINATED NOTES ON NON-VIABILITY
TRIGGER EVENT 50
8 CONVERSION OF SUBORDINATED NOTES 55
9 WRITE-OFF OF SUBORDINATED NOTES 59
10 SUBSTITUTION OF ISSUER 60
11 PAYMENTS 62
12 TRANSFER 63
13 TAXATION 65
14 PRESCRIPTION 66
15 EVENTS OF DEFAULT 66
16 SUBORDINATION 68
17 MEETINGS OF REGISTERED HOLDERS, MODIFICATIONS AND WAIVER 69
18 FURTHER ISSUES OF SECURITIES 70
19 NOTICES 70
20 GOVERNING LAW 70
Schedule A to the Conditions of the Securities 71
Schedule B to the Conditions of the Securities 76
DESCRIPTION OF ORDINARY SHARES of the Issuer and ANZ NOHC 82
USE OF PROCEEDS 84
DESCRIPTION OF THE ISSUER AND THE GROUP 85
SUBSCRIPTION AND SALE 86
PRICING SUPPLEMENT 92

5
DOCUMENTS INCORPORATED BY REFERENCE
This Information Memorandum should be read and construed in conjunction with:
• each Pricing Supplement relating to any Securities,
• the most recently published audited annual consolidated financial statements (including the
auditor’s report thereon and notes thereto) of the Issuer, any subsequent unaudited semi-
annual consolidated financial statements (including the auditor’s report thereon and notes
thereto) of the Issuer and the half yearly (ending 31 March) profit announcement of the Issuer
from time to time lodged on ASX; and
• any amendment or supplement to this Information Memorandum, which shall be deemed to be
incorporated in, and to form part of, this Information Memorandum.
Any statement or information contained in this Information Memorandum or in any document which is
deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the
purpose of this Information Memorandum to the extent that a statement contained herein or in a
document which is deemed to be incorporated by reference herein modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise). Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Information
Memorandum.
References to “Information Memorandum” are to this Information Memorandum and to any other
document incorporated by reference collectively and to any of them individually, in each case as
modified or superseded.
Copies of all documents incorporated by reference into this Information Memorandum may be obtained
from the Issuer and are available for inspection at the Issuer’s offices at ANZ Centre Melbourne, Level
9, 833 Collins Street, Docklands, Victoria, 3008, Australia.
Although not incorporated by reference, the annual report and any other periodic and continuous
disclosure announcements relating to the Issuer are available online at www.asx.com.au.

6
NON-OPERATING HOLDING COMPANY

The Issuer proposes to establish a non-operating holding company.
Should the proposed restructure proceed, the Issuer will establish ANZ Group Holdings Limited ACN
659 510 791 (“ANZ NOHC”) as the new listed parent holding company of the Group by a scheme of
arrangement and to separate the Issuer’s banking and certain non-banking businesses into the ANZ
Bank Group and ANZ Non-Bank Group. The ANZ Bank Group would comprise the Issuer and the
majority of its present-day subsidiaries. The ANZ Non-Bank Group would house banking-adjacent
businesses developed or acquired by the Group, as the Issuer continues to seek ways to bring the best
new technology and banking-adjacent services to its customers.
As at the date of this Information Memorandum, the Scheme (and therefore the business restructure)
remain subject to a number of conditions, including court and shareholder approvals. Shareholders of
the Issuer will be asked to vote on the scheme on 15 December 2022. So long as all conditions are
satisfied and shareholder approval is obtained, the Scheme is expected to be implemented on or about
3 January 2023.
The following definitions apply:
• “ANZ Bank HoldCo” means ANZ BH Pty Ltd (ACN 658 939 952), a non-operating intermediate
holding company to be owned by ANZ NOHC and which will own the ANZ Bank Group
subsidiaries (including the Issuer).
• “ANZ Bank Group” means all businesses and entities owned by ANZ Bank HoldCo,
including the Issuer and ANZ New Zealand.
• “ANZBGL Group” means the Issuer and each of its subsidiaries.
• “ANZ NOHC” means ANZ Group Holdings Limited (ACN 659 510 791).
• “ANZ NOHC Group” means all businesses owned or controlled by the ANZ NOHC after the
Restructure (including ANZ Bank HoldCo, the Issuer, and ANZ Non-Bank HoldCo).
• “ANZ Non-Bank Group” means ANZ Group Services Pty Ltd (ACN 658 940 900) and all
businesses and entities owned by ANZ Non-Bank HoldCo, including ANZ’s beneficial
interests in the 1835i trusts, non-controlling interest in the Worldline merchant acquiring joint
venture, and equity interests in Lygon, TIN and Pollination.
• “ANZ Non-Bank HoldCo” means ANZ NBH Pty Ltd (ACN 658 941 096), a non-operating
intermediate holding company to be owned by ANZ NOHC and which will own certain non-
banking subsidiaries.
• “Group” means the ANZBGL Group or the ANZ NOHC Group as a whole (including all
businesses), as the context requires.
• “Issuer” means Australia and New Zealand Banking Group Limited (ACN 005 357 522).
• “Restructure” means the restructure of the ANZBGL Group to be implemented by the: 1.
Scheme; and 2. business restructure.
• “Scheme” means the scheme of arrangement under Part 5.1 of the Corporations Act that is
the subject of the explanatory memorandum issued by the Issuer on or about 26 October
2022 and registered by ASIC for the purposes of subsection 412(6) of the Corporations Act.
As a result of the Restructure, if completed, the Issuer’s pre-Restructure operating groups and financial
statements will not reflect the ANZBGL Group’s operating groups and businesses, taken as a whole,
primarily because certain assets and businesses will be transferred and additional assets and

7
businesses may in the future be transferred to the ANZ Non-Bank Group, which will not be owned,
directly or indirectly, by the Issuer. Any assets transferred to, or acquired by, the ANZ Non-Bank Group
will not be available to service the indebtedness represented by the Notes. While those assets are not
material relative to the total assets of the ANZBGL Group as at 30 September 2022, those assets, as
well as any other assets outside the ANZBGL Group, may in the future represent a greater proportion
of the post-Restructure Group’s total assets.

8
SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Information Memorandum and, in relation to the terms and conditions of any
particular Tranche of Securities, the relevant Pricing Supplement. Words and expressions defined or
used in ‘‘Conditions of the Securities’’ below or any Pricing Supplement in respect of any Series of
Securities (as applicable) shall have the same meanings in this summary. This summary must be read
as an introduction to this Information Memorandum and any decision to invest in the Securities should
be based on a consideration of this Information Memorandum as a whole, including the information and
documents incorporated by reference.

Issuer: Australia and New Zealand Banking Group Limited.
Description: An Australian Dollar denominated Debt Issuance Programme
allowing for the issuance of Medium Term Notes and Subordinated
Notes.
Programme Size: Unlimited.
Arranger: Australia and New Zealand Banking Group Limited.
Dealers: Australia and New Zealand Banking Group Limited.
Additional Dealers may be appointed, from time to time, by the
Issuer for any Tranche of Securities.
Direct Issues by Issuer: The Issuer may also issue Securities directly to purchasers or
investors (as applicable) procured by it. Such purchasers will be
required to confirm and acknowledge to the Issuer in writing that the
issue of the Securities resulted from the Securities being offered for
issue as a result of negotiations being initiated publicly in electronic
form (e.g. Thomson Reuters or Bloomberg), or in another form that
was used by financial markets for dealing in debentures.
Method of Issue or
Acceptance of Securities:
Securities will be issued on a syndicated or a non-syndicated basis.
Securities may be issued by the Issuer in one or more Series having
one or more Issue Dates and on terms otherwise identical (or
identical other than in respect of the first payment of interest and
related matters described below), with the Securities of each Series
being intended to be interchangeable with all other Securities of
those Series. Each Series of Securities may be issued in Tranches
on the same or different Issue Dates. The specific terms of each
Tranche (which will be supplemented, where necessary, with
supplemental terms and conditions and, save in respect of the Issue
Date, Issue Price, first payment of interest and principal amount of
the Tranche, will be identical to the terms of other Tranches of the
same Series) will be set out in a Pricing Supplement.
Issue Price: Notes may be issued at their principal amount or at a discount or
premium to their principal amount.
Form of Securities: Securities will be issued in registered form. Securities will be
constituted by a deed poll dated 20 June 2001 as last amended and
restated on 7 December 2022 and as further amended and/or
restated and/or supplemented from time to time (“Deed Poll”) given
by the Issuer for the benefit of the Registered Holders of those
Securities from time to time and will take the form of entries on a
Register maintained by the Registrar. A copy of the Deed Poll may
be inspected during normal business hours at the offices of the

9
Issuer or the Registrar or such other place or places as may be
determined from time to time and notified to the Registered Holders.
The terms and conditions of the Securities are contained in
Schedule 1 to the Deed Poll and are modified and supplemented by
the relevant Pricing Supplement.
Title: Entry of the name of the person in the Register in respect of a
Security constitutes the obtaining or passing of title and is conclusive
evidence that the person so entered is the Registered Holder of the
Securities.
No certificates or other evidence of title will be issued to Registered
Holders unless the Issuer determines that certificates should be
made available or it is required to do so pursuant to any applicable
law or regulation. Securities that are held in the Austraclear System
will be registered in the name of Austraclear Ltd and title to the
Securities will be determined in accordance with the Austraclear
Regulations.
Payments: Payments will be made on the payment dates specified in the Pricing
Supplement to the persons whose names are entered in the Register
as at 5.00pm local Registry Office time on the relevant Record Date.
Payments in respect of Securities lodged within the Austraclear
System will be made by crediting the amount due to the account of
the Registered Holder in accordance with the Austraclear
Regulations. If Securities are not lodged in the Austraclear System,
payments will be made to the account of the Registered Holder
noted on the Register. If no account is notified then payments will be
made by cheque mailed on the Business Day immediately preceding
the relevant Interest Payment Date or on the Maturity Date (as
applicable) to the Registered Holder at its address appearing on the
Register as at 5.00pm local Registry Office time on the relevant
Record Date.
Maturities: Any maturity, subject to compliance with legal and regulatory
requirements. The Maturity Date applicable to each Tranche of
Securities will be specified in the relevant Pricing Supplement.
Denominations: Securities will be issued in such denominations as may be specified
as the Specified Denominations in the relevant Pricing Supplement
subject to compliance with all applicable legal and/or regulatory
and/or central bank requirements.
Securities may only be issued in Australia if the aggregate
consideration payable by the investor or purchaser is at least
A$500,000 (disregarding moneys lent by the Issuer or its associates)
or if the Securities are otherwise issued in a manner that does not
require disclosure to investors in accordance with Part 6D.2
(disregarding section 708(19)) or Chapter 7 of the Corporations Act
2001 (Cth) (“Corporations Act”) and does not constitute an offer to
a “retail client” as defined for the purposes of section 761G of the
Corporations Act.
Securities may only be issued by the Issuer in a jurisdiction or
jurisdictions other than Australia if the issue is in compliance with the
laws of the jurisdiction in which the issue is made and the Securities
are otherwise issued in a manner that does not require disclosure to
investors under the laws of that jurisdiction or those jurisdictions.

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Transfer of Securities and
issue of Ordinary Shares:
Securities may only be transferred in accordance with the
Conditions.
Transfers of Securities held in the Austraclear System or any other
clearing system specified in the relevant Pricing Supplement will be
made in accordance with the Austraclear Regulations or the rules
and regulations of the relevant clearing system (as appropriate).
In the case of Subordinated Notes, if a Non-Viability Trigger Event
occurs and the Subordinated Notes are to be Converted into the
ordinary shares of the Issuer or, after implementation of the Scheme
(as defined below), of ANZ NOHC (“Ordinary Shares”). Such
Ordinary Shares will be issued to the person who is a Participant (as
defined in the Austraclear Regulations) in the Austraclear System
(or, in certain circumstances, to another person nominated by the
Issuer).
In respect of any Subordinated Notes issued prior to the Approved
NOHC Substitution Date (as defined in Condition 7.1(c)), the terms
of such Subordinated Notes are expected to be amended prior to, or
in connection with, the implementation of the Scheme, without the
consent of any holder, to provide that ANZ NOHC will be the issuer
of any ordinary shares issued on Conversion. In respect of any
Subordinated Notes issued from and after the Approved NOHC
Substitution Date, the terms of such Subordinated Notes will provide
that ANZ NOHC will be the issuer of any ordinary shares issued on
Conversion.
The "Scheme" means the scheme of arrangement under Part 5.1 of
the Corporations Act that is the subject of the explanatory
memorandum issued by the Issuer on or about 26 October 2022 and
registered by ASIC for the purposes of subsection 412(6) of the
Corporations Act
Ordinary Shares may not be traded in the Austraclear System.
Subordinated Notes must be Converted immediately on the
occurrence of a Non-Viability Trigger Event (as described further
below “Additional Security Risks (Subordinated Notes)”) and this
may affect or disrupt trading or other transactions in connection with
the Subordinated Notes. Neither the Issuer nor ANZ NOHC is
responsible for any such effects or disruptions and the
consequences of any Conversion or Write-Off for persons interested
in the Subordinated Notes in a clearing system are matters for the
rules, regulations and procedures of Austraclear or other clearing
system specified in the relevant Pricing Supplement and the terms of
any dealings between persons interested in the Subordinated Notes.
In all other cases, applications for the transfer of Securities must be
made by lodgement of a duly completed (if applicable) stamped
transfer and acceptance form with the Registrar. Transfer and
acceptance forms can be obtained from the Registrar. The transfer
takes effect upon the transferee’s name being entered on the
Register.
Securities are only transferable within, to or from Australia in the
denominations specified in the relevant Pricing Supplement and
Securities may only be transferred within, to or from Australia if the
aggregate consideration payable by the transferee at the time of
transfer is at least A$500,000 (disregarding moneys lent by the
transferor or its associates) or the transfer otherwise does not
require disclosure to investors in accordance with Part 6D.2
(disregarding section 708(19)) or Chapter 7 of the Corporations Act,
and provided in each case that the transfer does not constitute an

11
offer to a “retail client” as defined for the purposes of section 761G of
the Corporations Act.
Securities may only be transferred between persons in a jurisdiction
or jurisdictions other than Australia if the transfer is in compliance
with the laws of the jurisdiction in which transfer takes place and the
Securities are otherwise transferred in a manner that does not
require disclosure to investors under the laws of that jurisdiction or
jurisdictions.
Fixed Rate Securities:
Fixed Rate Securities will bear a fixed rate of interest payable in
arrears on the Interest Payment Date or Dates in each year as
specified in the relevant Pricing Supplement.
Floating Rate Securities: Floating Rate Securities will bear interest set separately for each
Series at a rate determined by reference to the reference rate as
specified in the Pricing Supplement, as adjusted by any applicable
Margin. Interest Periods and Interest Payment Dates will be
specified in the relevant Pricing Supplement.
The Conditions contain provisions to replace the reference rate with
a successor reference rate in certain circumstances, without a
requirement for the consent of Noteholders.
In the case of Subordinated Notes, any successor reference rate and
any terms and other relevant methodology for calculating such rate is
subject to the prior written approval of APRA. Subordinated
Noteholders should note that APRA's approval may not be given for
any successor reference, and any terms and other relevant
methodology for calculating such rate it considers to have the effect
of increasing the Rate of Interest contrary to applicable prudential
standards.
Index Linked Securities: Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of, respectively, Index Linked
Redemption Securities and Index Linked Interest Securities will be
calculated by reference to such stock or commodity or other index,
currency exchange rate and/or formula as the Issuer and the
relevant Dealer or other investor may agree (as specified in the
relevant Pricing Supplement). A Subordinated Note cannot be an
Index Linked Security.
Zero Coupon Securities: Zero Coupon Securities may be issued at their Principal Amount or
at a discount to it and will not bear interest. A Subordinated Note
cannot be a Zero Coupon Security.
Interest Periods and
Interest Rates:
The length of the Interest Periods for the Securities and the
applicable Rate of Interest or its method of calculation may differ
from time to time or be constant for any Series. Securities may have
a Maximum Rate of Interest, a Minimum Rate of Interest or both.
The use of Interest Accrual Periods permits the Security to bear
interest at different rates in the same Interest Period. All such
information will be set out in the relevant Pricing Supplement. A
Minimum Rate of Interest or Maximum Rate of Interest cannot be
specified for a Subordinated Note.
Other Securities: The Issuer may from time to time issue Securities in a form not
contemplated by ‘‘Conditions of the Securities’’ herein. Terms
applicable to any other type of Security that the Issuer may agree to
issue and any relevant Dealer(s) or other investor may agree to

12
purchase under the Programme will be set out in the relevant Pricing
Supplement.
Security Risks:
There are risks associated with an investment in the Securities.
Prospective investors or purchasers should consult their own
financial, tax and legal advisers about the risks associated with an
investment in a particular Tranche of Securities and the suitability of
investing in the Securities in light of their particular circumstances.
Without limiting this statement, investors should consider particular
risks in structured Securities and Subordinated Notes described in
the following paragraphs.
Additional Risks
(Structured Securities):
An investment in Securities, the premium and/or the interest on or
principal of which is determined by reference to one or more
currencies, commodities, interest rates or other indices or formulae
(“Structured Securities”) may, either directly or indirectly, entail
significant risks not associated with similar investments in a
conventional debt security, including the risks that the resulting
interest rate and/or premium may be less than that payable on a
conventional debt security at the same time and/or that an investor
could lose all or a substantial portion of the principal of its Securities.
Neither the current nor the historical value of the relevant currencies,
commodities, interest rates or other indices or formulae should be
taken as an indication of future performance of such currencies,
commodities, interest rates or other indices or formulae during the
term of any Structured Security.
Optional Redemption: The Pricing Supplement issued in respect of each Tranche of
Securities will state whether such Securities may be redeemed
(either in whole or in part) prior to their stated maturity at the option
of the Issuer or the Registered Holders, and if so the terms
applicable to such redemption. Notwithstanding the foregoing,
Registered Holders will have no option to require redemption of any
Subordinated Notes prior to their stated maturity. In the case of
Subordinated Notes, the Optional Redemption Date must not be
earlier than 5 years from the Issue Date.
Redemption by
instalments:
The Pricing Supplement in respect of each Series of Securities that
are redeemable in two or more instalments will set out the Instalment
Amounts in which and Instalment Dates on which the Securities may
be redeemed. A Subordinated Note may not be redeemable by
instalments.
Redemption for tax
reasons:

In certain circumstances following notice by the Issuer, all of the
Securities of a Series may be redeemed following any changes in tax
law which give rise to an obligation of the Issuer to make a
withholding or deduction and pay additional amounts, and in certain
other circumstances (as provided in Condition 6.2 (Redemption for
Taxation Reasons)).
Status of Securities: The status of the Securities is as set out in Condition 3 (Status). In
addition, a simplified diagram illustrating the expected ranking of the
Securities compared to other creditors of the Issuer is set out on
page 19 below.
The Issuer is an "authorised deposit-taking institution" (“ADI”) within
the meaning of that term in the Banking Act 1959 of the
Commonwealth of Australia (the “Banking Act”).

13
The Securities will be direct, unsecured and general obligations of
the Issuer and:
• in the case of Securities other than Subordinated Notes, will
rank equally with all other present and future unsecured and
unsubordinated obligations of the Issuer (other than certain
debts of the Issuer required to be preferred by the relevant
law, including without limitation amounts given priority under
the Banking Act and the Reserve Bank Act 1959 of Australia
(the "Reserve Bank Act")); and
• in the case of Subordinated Notes, will be subordinated
obligations of the Issuer and will rank pari passu among
themselves and, unless otherwise specified in the applicable
Pricing Supplement, rank pari passu with all Equal Ranking
Securities.
Section 13A(3) of the Banking Act provides that, in the event an ADI
(such as the Issuer) becomes unable to meet its obligations or
suspends payment, the ADI's assets in Australia are available to
meet specified liabilities of the ADI in priority to all other liabilities of
the ADI (including the Securities). These specified liabilities include
certain obligations of the ADI to APRA in respect of amounts payable
by APRA to holders of protected accounts, other liabilities of the ADI
in Australia in relation to protected accounts, debts to the Reserve
Bank of Australia (“RBA”) and certain other debts to APRA.
Under section 16(2) of the Banking Act, certain other debts of the
Issuer due to APRA shall have in a winding-up of the Issuer, subject
to section 13A(3) of the Banking Act, priority over all other unsecured
debts of the Issuer. Further, section 86 of the Reserve Bank Act
provides that in a winding-up of the Issuer, debts due by the Issuer to
the RBA shall, subject to section 13A(3) of the Banking Act, have
priority over all other debts of the Issuer.
The Securities will not be a deposit liability or protected account or
otherwise benefit from a priority under the Banking Act and the
Reserve Bank Act.
Medium Term Notes
Medium Term Notes will constitute direct, unconditional, senior,
unsubordinated and unsecured obligations of the Issuer ranking pari
passu among themselves and with all present and future
unsubordinated and unsecured obligations of the Issuer (save for
certain liabilities mandatorily preferred by law including, but not
limited to, amounts given priority under the Banking Act and the
Reserve Bank Act).
The Medium Term Notes do not constitute a deposit liability or a
protected account for the purposes of the Banking Act.
Subordinated Notes
Subordinated Notes will constitute direct and unsecured
subordinated obligations of the Issuer and, unless otherwise
specified in the applicable Pricing Supplement, rank pari passu
among themselves and, unless otherwise specified in the applicable
Pricing Supplement, rank pari passu with all Equal Ranking
Securities. Equal Ranking Securities include the instrument known
as Perpetual Capital Floating Rate Notes and any other instruments
that are Relevant Tier 2 Securities.
In the event of a winding-up of the Issuer, and assuming
Subordinated Notes have not been Converted or Written-Off on

14
account of a Non-Viability Trigger Event or redeemed, Subordinated
Noteholders will be entitled to claim for an amount equal to the
principal amount of the Subordinated Notes then outstanding,
together with all accrued and unpaid interest thereon. The claim for
this amount will be subordinated in right of payment to all Senior
Creditors as more fully set out in Condition 3.2 (Status –
Subordinated Notes), Condition 5.16 (Condition of Payment –
Subordinated Notes) and Condition 16 (Subordination). However, the
claim of Subordinated Noteholders in a winding-up will be adversely
affected if a Non-Viability Trigger Event occurs. If, following a Non-
Viability Trigger Event, Notes are Converted into Ordinary Shares,
Subordinated Noteholders will have a claim as an ordinary
shareholder of the Issuer (or, after the implementation of the
Scheme, ANZ NOHC). If, following a Non-Viability Trigger Event,
Subordinated Notes are Written-Off, all rights in relation to those
Subordinated Notes will be terminated and Subordinated
Noteholders will not have their capital repaid.
In respect of Subordinated Notes, prior to the winding-up of the
Issuer, the obligation of the Issuer to make payments (including of
any principal, additional amounts and interest) on the Subordinated
Notes, will be conditional on the Issuer being Solvent at the time of,
and immediately after, such payment by the Issuer. Any such failure
to pay will not be considered an Event of Default for the purposes of
the Subordinated Notes.
The Subordinated Notes do not constitute a deposit liability or a
protected account for the purposes of the Banking Act.
Cross Default: Not applicable.
Austraclear: Unless otherwise specified in the relevant Pricing Supplement,
application will be made to Austraclear Ltd (ABN 94 002 060 773) for
approval for each Tranche of Securities to be traded on the
settlement system operated by Austraclear Ltd (in accordance with
the Regulations and Operating Manual of Austraclear Ltd).
Registrar: Austraclear Services Limited (ABN 28 003 284 419).
Tax File Number: The Issuer will deduct tax from payments of interest on the Securities
at the highest marginal tax rate plus the highest Medicare levy if an
Australian resident investor or a non-resident investor carrying on
business in Australia at or through a permanent establishment of the
non-resident in Australia has not supplied an appropriate tax file
number, Australian Business Number or exemption details.
Withholding Tax:

All payments by the Issuer of principal and interest in respect of the
Securities will be made free and clear of all Australian withholding
taxes, subject to exceptions, all as described in Condition 13
(Taxation).
Public Offer Test:

The Issuer proposes to issue Securities and to make payments of
interest in a manner which will satisfy the requirements of
section 128F of the Income Tax Assessment Act 1936 (Cth) of
Australia. The public offer test status of a Tranche of Securities will
be specified in the relevant Pricing Supplement.
Stamp Duty:

Any stamp duty incurred at the time of the issue of the Securities will
be for the account of the Issuer. Any stamp duty payable on the
transfer of the Securities will be for the account of the investors.

15
Investors are advised to seek independent advice regarding any
stamp duty or other taxes imposed by another jurisdiction upon the
transfer of, or interests in, Securities in any jurisdiction outside
Australia.
Governing Law: State of Victoria and Commonwealth of Australia.
Listing: Application may be made for one or more Tranches of Securities
issued under the Programme to be listed on the Australian Securities
Exchange or admitted to listing, trading and/or quotation on such
other exchange, listing authority or quotation system specified in the
relevant Pricing Supplement if agreed between the Issuer and the
relevant Dealers and specified in the Pricing Supplement. Securities
which are listed on the Australian Securities Exchange will not be
transferred through or registered on the Clearing House Electronic
Subregister System (“CHESS”) and will not be CHESS approved
securities. In the event that an interface between the Register
maintained by the Registrar and CHESS is established the
documents relating to the Programme may be amended to facilitate
settlement on CHESS and so the Securities will become CHESS
approved securities.
Securities may also be unlisted.
Selling Restrictions:
See the jurisdictions and restrictions set out in ‘‘Subscription and
Sale’’.
The Issuer is “Category 2” for the purpose of Regulation S under the
Securities Act.
Rating: Securities may be rated.
A rating is not a recommendation to buy, sell or hold Securities and
is subject to variation, suspension or withdrawal at any time by the
assigning organisation.
Any credit rating in respect of any Securities or the Issuer is for
distribution only to persons who are not a “retail client” within the
meaning of section 761G of the Corporations Act and are also
sophisticated investors, professional investors or other investors 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 this Information
Memorandum and anyone who receives it must not distribute it to
any person who is not entitled to receive it.
Calculation Agent: A Calculation Agent may be named in the Pricing Supplement in
respect of each Tranche of Securities. In certain circumstances, the
Issuer may terminate the appointment of the Calculation Agent and
appoint additional calculation agents or appoint a leading bank or
investment banking firm involved in the interbank market that is most
closely connected with the calculation to act as a Calculation Agent.
A Calculation Agent may not resign its duties without a successor
having been appointed.
Additional Security Risks
(Subordinated Notes):
Without in any way limiting the section above titled “Security Risks”,
certain additional risks arise in respect of Subordinated Notes.

16
Subordinated Notes issued under this Information Memorandum are
subject to mandatory Conversion into Ordinary Shares, or Write-Off,
if a Non-Viability Trigger Event occurs.
The applicable Pricing Supplement will specify whether the
Conversion option or the Write-Off option will apply. If a Non-Viability
Trigger Event occurs, on the date of such event (“Trigger Event
Date”), (1) if the Conversion option applies to the Subordinated
Notes, the Issuer (or, after implementation of the Scheme, ANZ
NOHC) will be required to Convert some or all of the principal
amount of the Subordinated Notes into Ordinary Shares, or (2) if the
Conversion option applies to the Subordinated Notes but the
Subordinated Notes are not Converted for any reason within five
Business Days after the Trigger Event Date, or if the applicable
Pricing Supplement specifies the write-off option, the Issuer will be
required to write off some or all of the principal amount of the
Subordinated Notes and immediately and irrevocably terminate the
rights of the holders of such Subordinated Notes. Where a write-off
occurs, investors will lose some or all of the value of their investment
and will not receive any compensation.
It is a requirement under APRA’s prudential standards that any term
subordinated debt, in order to be eligible for inclusion as regulatory
capital, contain provisions for conversion or write-off in the event of
non-viability. The prudential standards do not define non-viability and
APRA has not provided specific guidance on how it would determine
non-viability. Non-viability could be expected to include a serious
impairment of ANZ’s financial position. However, it is possible that
APRA’s view of non-viability may not be confined to solvency or
capital measures and APRA’s position on these matters may change
over time. APRA has indicated that non-viability is likely to arise prior
to the insolvency of an authorised deposit-taking institution. Non-
viability may be significantly impacted by a number of factors,
including factors which impact the business, operation and financial
condition of ANZ, such as systemic and non-systemic macro-
economic, environmental and operational factors.
Where Subordinated Notes are Converted, investors may receive
Ordinary Shares worth significantly less than the principal amount of
the investor’s Subordinated Notes.
A Non-Viability Trigger Event could occur at any time.
There may be no market in Ordinary Shares received on Conversion
and investors may not be able to sell the Ordinary Shares at a price
equal to the value of their investment and as a result may suffer loss.
The sale of Ordinary Shares may also be restricted by applicable
Australian law and as a result investors may suffer loss.
In certain circumstances, the Ordinary Shares that an investor would
receive on Conversion will be issued to a nominee, who will sell the
shares on behalf of that investor. The nominee will have no duty to
obtain a fair market price in such sale.
There are provisions of Australian law that are relevant to the ability
of any person to acquire interests in the Issuer or ANZ NOHC
beyond the limits prescribed by those laws. Subordinated
Noteholders should take care to ensure that by acquiring any
Subordinated Notes which provide for such Subordinated Notes to
be Converted to Ordinary Shares, they do not breach any applicable
restrictions on the ownership of interests in the Issuer or ANZ NOHC
(as the case may be). If the acquisition or conversion of such
Subordinated Notes by the Subordinated Noteholder or a nominee
would breach those restrictions the Issuer or ANZ NOHC (as the

17
case may be) may be prevented from Converting such Subordinated
Notes and where Conversion is required such Subordinated Notes
may be required to be Written-Off.
The requirement for conversion or write-off on account of a Non-
Viability Trigger Event does not apply to subordinated debt issued by
the Issuer prior to 1 January 2013, and accordingly the holders of
Subordinated Notes issued under this Information Memorandum are
likely to be in a worse position in the event of the Issuer becoming
non-viable than holders of subordinated debt issued by the Issuer
without a mandatory conversion or write-off feature.
Depending upon its performance and financial position, there is a
risk that the Issuer may default on payment of some or all of the
interest or principal on a Subordinated Note. In this case, investor’s
rights are limited to certain specified remedies and, for example,
investors do not have the right to require the Issuer to redeem the
Subordinated Note early. Although the Conditions may specify
certain remedies (for example, seeking an order for the winding-up of
the Issuer) the grant of those remedies may be in the discretion of
the court, and as such may not be granted.
Investors should note in particular Conditions 3.2, 7 to 10 (inclusive),
15.2 and 16 and Schedule A and Schedule B to the Conditions.
Ordinary Shares: For a description of the rights and liabilities attaching to Ordinary
Shares issued on Conversion of the Subordinated Notes, see the
section “Description of Ordinary Shares” below.
Redemption for regulatory
reasons (Subordinated
Notes):
The Pricing Supplement issued in respect of each Series of
Subordinated Notes will state whether those Subordinated Notes
may be redeemed if a Regulatory Event occurs (as provided in
Condition 6.3 (Redemption of Subordinated Notes for regulatory
reasons)).
Approval of APRA for
redemption (Subordinated
Notes):
The Issuer may not redeem any Subordinated Notes or purchase, or
procure that any of its Related Entities purchase, any Subordinated
Notes without the prior written approval of the Australian Prudential
Regulatory Authority (“APRA”).
Prospective purchasers of Subordinated Notes should not expect
that APRA’s consent will be given for any redemption of
Subordinated Notes.
Conditions to redemption
(Subordinated Notes):
The Issuer will not be permitted to redeem any Subordinated Note
unless (1) the Subordinated Note is replaced concurrently or
beforehand with Regulatory Capital of the same or better quality and
the replacement of the Subordinated Note is done under conditions
that are sustainable for the Issuer’s income capacity or (2) APRA is
satisfied that the Issuer’s capital position at Level 1, Level 2 and, if
applicable, Level 3 is well above its minimum capital requirements
after the Issuer elects to redeem the Subordinated Note.
Conversion or Write-Off
(Subordinated Notes):
Subordinated Notes will be mandatorily Converted into Ordinary
Shares or Written-Off (as specified in the relevant Pricing
Supplement) where APRA determines that (1) such conversion or
write-off is necessary because, without it, the Issuer would become
non-viable; or (2) without a public sector injection of capital or
equivalent support, the Issuer would become non-viable.
In respect of any Subordinated Notes issued prior to the Approved
NOHC Substitution Date (as defined in Condition 7.1(c)), the terms of

18
such Subordinated Notes are expected to be amended prior to, or in
connection with, the implementation of the Scheme, without the
consent of any holder, to provide that ANZ NOHC will be the issuer of
any ordinary shares issued on Conversion. In respect of any
Subordinated Notes issued from and after the Approved NOHC
Substitution Date, the terms of such Subordinated Notes will provide
that ANZ NOHC will be the issuer of any ordinary shares issued on
Conversion.
Approved NOHC
(Subordinated Notes):
ANZ may without the consent of Subordinated Noteholders (but with
the prior written approval of APRA) amend the terms and conditions
of the Subordinated Notes to enable substitution of an Approved
NOHC as the issuer of ordinary shares on Conversion upon the
occurrence of a Non-Viability Trigger Event. Investors should note
Condition 10.
You should be aware that, should the Scheme be implemented, the
Issuer will establish a non-operating holding company, ANZ NOHC,
as the new listed parent holding company of the ANZ Group. In
respect of any Subordinated Notes issued prior to the implementation
date of the Scheme, the Issuer expects to amend the terms of such
Subordinated Notes as contemplated in the paragraph above, without
the consent of any holder, to provide that ANZ NOHC will be the
issuer of the Ordinary Shares, and you will have no rights to receive
ordinary shares in the Issuer upon Conversion. In respect of any
Subordinated Notes issued from and after the Approved NOHC
Substitution Date, the terms of such Subordinated Notes will provide
that ANZ NOHC will be the issuer of any Ordinary Shares issued on
Conversion, and you will have no rights to receive ordinary shares in
the Issuer upon Conversion.
Following the implementation of the Scheme, if completed, the risks
described in the first paragraph of this section in respect of the
acquisition of the Issuer by an Approved NOHC would apply to the
acquisition of ANZ NOHC by an Approved NOHC.
No Set-Off (Subordinated
Notes):
Neither the Issuer nor a Subordinated Noteholder has any
contractual right to set off any sum at any time due and payable to a
Subordinated Noteholder or the Issuer (as applicable) under or in
relation to the Subordinated Notes against amounts owing by the
Subordinated Noteholder to the Issuer or by the Issuer to the
Subordinated Noteholder (as applicable).

19
RANKING TABLE
If the Issuer becomes insolvent and is unable to pay its debts, an administrator or liquidator would be
expected to make distributions to its creditors in accordance with a statutory order of priority. A
simplified diagram illustrating the expected ranking of the Securities compared to other creditors of
the Issuer is set out below:

Type of obligation Examples of obligations/securities
Higher
ranking/
earlier
priority/
first to be
repaid
Secured debt and
liabilities preferred
by law
Senior ranking secured obligations (such as
collateralised liabilities to central banks and
clearing houses).
Liabilities which the Banking Act provides are to
be paid out of the Issuer’s assets in Australia in
priority to liabilities in respect of Securities,
including protected accounts in Australia (such as
current accounts, savings accounts and term
deposit accounts and certain liabilities to APRA
and debts to the RBA); other liabilities preferred in
a winding-up, such as debts due to the RBA,
costs of the winding-up and certain employee
entitlements.
The Medium
Term Notes
Unsubordinated
unsecured debt
The Medium Term Notes, other bonds and notes,
trade and general creditors.
(Note: covered bonds are an unsecured claim on
the Issuer but are secured over certain assets of
the Group).
The
Subordinated
Notes
Basel 3 compliant
Tier 2 Capital
instruments
The Subordinated Notes, other Tier 2 Capital
instruments issued by the Issuer and the
Perpetual Capital Floating Rate Notes.
(Note: if a Subordinated Note is Converted, any
ordinary shares that a Holder receives on
Conversion will rank equally with other ordinary
shares of the Issuer or ANZ NOHC (as the case
may be) and the Holder will have no further claim
on the Issuer. If a Subordinated Note is Written-
Off, Holders have no further claims on the Issuer
or ANZ NOHC.)
Preference shares
and other equally
ranked instruments
Additional Tier 1 Capital instruments (such as
capital notes and convertible preference shares)
and other obligations ranking senior only to
ordinary shares.



Lower
ranking/
later
priority/
last to be
repaid
Ordinary shares Ordinary shares in the Issuer

20
CONDITIONS OF THE SECURITIES
The following is the text of the terms and conditions that, subject to completion and amendment and as
supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall be
applicable to the Securities of each Series.
Words and expressions defined in the Deed Poll or used in the Pricing Supplement shall have the same
meanings where used in these Conditions unless the context otherwise requires or unless otherwise
stated and provided that, in the event of inconsistency between the Deed Poll and the Pricing
Supplement, the Pricing Supplement will prevail.
The Securities are constituted by a deed poll dated 20 June 2001 as last amended and restated on 7
December 2022 and as further amended and/or supplemented and/or restated as at the Issue Date of
the Securities (the “Deed Poll”) executed by Australia and New Zealand Banking Group Limited (the
“Issuer”) and issued with the benefit of the Registry Services Agreement. Copies of the Registry
Services Agreement, the Deed Poll and the relevant Pricing Supplement are available to the relevant
Registered Holders for inspection at the registered offices of the Issuer and Registrar which are, as at
the date hereof:
Issuer: Australia and New Zealand Banking Group Limited, ANZ Centre Melbourne,
Level 9, 833 Collins Street, Docklands, Victoria, 3008, Australia.
Registrar: Austraclear Services Limited, Level 4, 20 Bridge Street, Sydney, NSW 2000
The Registered Holders of the Securities and any person claiming through or under a Registered Holder
are entitled to the benefit of, are bound by and are deemed to have notice of all of the provisions
contained in the Deed Poll (including the relevant Pricing Supplement), the Information Memorandum
dated 7 December 2022 (including all documents incorporated by reference) and the Registry Services
Agreement.
1 Definitions and Interpretation
1.1 Definitions
In these Conditions, unless the context otherwise requires, the following defined terms shall
have the meanings set out below:
Adjustment Spread means the adjustment spread as at the Adjustment Spread Fixing Date
(which may be a positive or negative value or zero and determined pursuant to a formula or
methodology) that is:
(a) determined as the median of the historical differences between the BBSW Rate and
AONIA over a five calendar year period prior to the Adjustment Spread Fixing Date
using practices based on those used for the determination of the Bloomberg
Adjustment Spread as at 1 December 2022, provided that for so long as the
Bloomberg Adjustment Spread is published and determined based on the five year
median of the historical differences between the BBSW Rate and AONIA, that
adjustment spread will be deemed to be acceptable for the purposes of this
paragraph (a); or
(b) no such median can be determined in accordance with paragraph (a) , set using the
method for calculating or determining such adjustment spread determined by the
Calculation Agent (after consultation with the Issuer where practicable) to be
appropriate.
Adjustment Spread Fixing Date means the first date on which a Permanent Discontinuation
Trigger occurs with respect to the BBSW Rate.

21
Administrator means:
(a) in respect of the BBSW Rate, ASX Benchmarks Limited (ABN 38 616 075 417);
(b) in respect of AONIA, the Reserve Bank of Australia; and
(c) in respect of any other Applicable Benchmark Rate, the administrator for that rate or
benchmark or, if there is no administrator, the provider of that rate or benchmark,
and, in each case, any successor administrator or, as applicable, any successor administrator
or provider.
Administrator Recommended Rate means the rate formally recommended for use as the
temporary replacement for the BBSW Rate by the Administrator of the BBSW Rate.
Aggregate Principal Amount means, in relation to a Tranche of Securities, the amount
specified in the Pricing Supplement or in relation to any Certificate the aggregate Principal
Amount of the Securities to which that Certificate relates.
Amortisation Yield has the meaning given in Condition 6.4(b) unless otherwise specified in
the Pricing Supplement.
Amortised Face Amount has the meaning given to it in Condition 6.4(b) unless otherwise
specified in the Pricing Supplement.
ANZ NOHC means ANZ Group Holdings Limited (ACN 659 510 791).
ANZ Ordinary Share means a fully paid ordinary share in the capital of the Issuer.
AONIA means the Australian dollar interbank overnight cash rate (known as AONIA).
AONIA Observation Period means the period from (and including) the date falling five
Business Days prior to the first day of the relevant Interest Period (and the first Interest
Period shall begin on and include the Interest Commencement Date) and ending on (but
excluding) the date falling five Business Days prior to end of such Interest Period (or the date
falling five Business Days prior to such earlier date, if any, on which the Notes become due
and payable).
AONIA Rate means, for an Interest Period and in respect of an Interest Determination Date,
the rate determined by the Calculation Agent to be Compounded Daily AONIA for that
Interest Period and Interest Determination Date plus the Adjustment Spread.
Applicable Benchmark Rate means the Benchmark Rate specified in the relevant Pricing
Supplement and, if a Permanent Fallback Effective Date has occurred with respect to the
BBSW Rate, AONIA or the RBA Recommended Rate, then the rate determined in
accordance with Condition 5.6 (BBSW and AONIA Benchmark Rate fallback).
Approved NOHC means an entity which:
(a) is a non-operating holding company within the meaning of the Banking Act (which
term, as used herein, includes any amendments thereto, rules thereunder and any
successor laws, amendments and rules); and
(b) has agreed for the benefit of Subordinated Noteholders:
(i) to issue fully paid ordinary shares in its capital under all circumstances when
the Issuer would otherwise have been required to Convert a Principal
Amount of Subordinated Notes, subject to the same terms and conditions as
set out in these Conditions (with all necessary modifications); and

22
(ii) to use all reasonable endeavours to procure quotation of Approved NOHC
Ordinary Shares issued upon Conversion of relevant Subordinated Notes on
the Australian Securities Exchange.
Approved NOHC Ordinary Shares means a fully paid ordinary share in the capital of the
Approved NOHC.
Approved NOHC Substitution Date has the meaning given in Condition 7.1(c).
APRA means the Australian Prudential Regulation Authority (or any successor organisation).
ASX Listing Rules means the listing rules of the Australian Securities Exchange as
amended, varied or waived (whether in respect of the Issuer (or, where a Conversion is
required following the Approved NOHC Substitution Date and Schedule B applies, ANZ
NOHC) or generally) from time to time.
ASX Operating Rules means the market operating rules of the Australian Securities
Exchange as amended, varied or waived (whether in respect of the Issuer or generally) from
time to time.
Austraclear means Austraclear Ltd (ABN 94 002 060 773).
Austraclear Participant means a Participant as defined in the Austraclear Regulations.
Austraclear Regulations means the regulations known as the ‘Austraclear Regulations’
established by Austraclear (as amended from time to time), together with any subsidiary rules
or procedures of Austraclear that govern the use of the Austraclear System.
Austraclear System means the system operated by Austraclear for holding Securities and
the electronic recording and settling of transactions in those Securities between members of
that system.
Australia means the Commonwealth of Australia.
Australian Dollars and A$ means the lawful currency for the time being of Australia.
Australian Securities Exchange means ASX Limited (ABN 98 008 624 691) or the
Australian Securities Exchange operated by it (as the context requires).
Banking Act means Banking Act 1959 of Australia.
BBSW Rate means, for an Interest Period, the rate for prime bank eligible securities having a
tenor closest to the Interest Period which is designated as the AVG MID on the ‘Refinitiv
Screen ASX29 Page’ or the ‘Bloomberg Screen BBSW Page’ (or any designation which
replaces that designation on the applicable page, or any replacement page) at the Publication
Time on the first Business Day of that Interest Period.
Benchmark Rate means, for an Interest Period, either the BBSW Rate or the AONIA Rate as
specified in the relevant Pricing Supplement.
Bloomberg Adjustment Spread means the term adjusted AONIA spread relating to the
BBSW Rate provided by Bloomberg Index Services Limited (or a successor provider as
approved and/or appointed by ISDA from time to time as the provider of term adjusted AONIA
and the spread) (BISL) on the Fallback Rate (AONIA) Screen (or by other means), or
provided to, and published by, authorised distributors where Fallback Rate (AONIA) Screen
means the Bloomberg Screen corresponding to the Bloomberg ticker for the fallback for the
BBSW Rate accessed via the Bloomberg Screen <FBAK> <GO> Page (or, if applicable,
accessed via the Bloomberg Screen <HP> <GO>) or any other published source designated
by BISL.

23
Broken Amount means the amount specified as such in (or calculated in accordance with
the provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the
Subordinated Notes, in accordance with Condition 7.4.
Business Day means:
(a) for the purposes of Conditions 7 to 10 (inclusive), means a day which is a business
day within the meaning of the ASX Listing Rules; and
(b) for all other purposes, means any day on which commercial banks are open for
general business in Sydney and in such other places as are specified as “Additional
Financial Centres” in the Pricing Supplement.
Business Day Convention means a convention for adjusting any date if it would otherwise
fall on a day that is not a Business Day and the following Business Day Conventions, where
specified in the relevant Pricing Supplement in relation to any date applicable to any Security,
have the following meanings:
(a) Floating Rate Business Day Convention means that the date is postponed to the
next day that is a Business Day unless it would thereby fall into the next calendar
month, in which event (x) such date shall be brought forward to the immediately
preceding Business Day and (y) each subsequent such date shall be the last
Business Day of the month in which such date would have fallen had it not been
subject to adjustment;
(b) Following Business Day Convention means that the date is postponed to the first
following day that is a Business Day;
(c) Modified Following Business Day Convention or Modified Business Day
Convention means that the date is postponed to the first following day that is a
Business Day unless that day falls in the next calendar month in which case that date
is the first preceding day that is a Business Day; and
(d) Preceding Business Day Convention means that the date is brought forward to the
first preceding day that is a Business Day.
Where no Business Day Convention is specified in a relevant Pricing Supplement, it shall be
deemed to be the Modified Following Business Day Convention.
Calculation Agent means, in respect of a Tranche of Securities, the person specified as the
Calculation Agent in the relevant Pricing Supplement. The Calculation Agent must be the
same for all Securities in a Series.
Certificate means a certificate confirming registered ownership of a Security.
CHESS means the Clearing House Electronic Subregister System operated by the Australian
Securities Exchange, or its affiliates or successors.
Code means the U.S. Internal Revenue Code of 1986.
Compounded Daily AONIA means, with respect to an Interest Period, the rate of return of a
daily compound interest investment during the AONIA Observation Period corresponding to
such Interest Period (with AONIA as the reference rate for the calculation of interest) as
calculated by the Calculation Agent on the fifth Business Day prior to the last day of each
Interest Period, as follows:
[∏(1+
퐴푂푁퐼퐴
푖−5 푆퐵퐷
×푛
푖
365
)−1
푑
0

푖=1
]×
365
푑

24
where:
푨푶푵푰푨
풊−ퟓ푺푩푫
means the per annum rate expressed as a decimal which is the level of
AONIA provided by the Administrator and published as of the Publication Time for the
Business Day falling five Business Days prior to such Business Day 푖;
풅 is the number of calendar days in the relevant Interest Period;
풅
ퟎ
is the number of Business Days in the relevant Interest Period;
풊 is a series of whole numbers from 1 to d_0, each representing the relevant Business
Day in chronological order from (and including) the first Business Day in the relevant
Interest Period to (and including) the last Business Day in such Interest Period;
풏
풊
for any Business Day i, means the number of calendar days from (and including)
such Business Day i up to (but excluding) the following Business Day; and
푺푩푫 means any day on which commercial banks are open for general business in
Sydney.
If, for any reason, Compounded Daily AONIA needs to be determined for a period other than
an Interest Period, Compounded Daily AONIA is to be determined as if that period were an
Interest Period starting on (and including) the first day of that period and ending on (but
excluding) the last day of that period.
Condition means the correspondingly numbered condition in these terms and conditions.
Control has the meaning given in the Corporations Act.
Controlled Entity shall mean, in respect of the Issuer, an entity the Issuer Controls.
Conversion means, in relation to a Subordinated Note, the allotment and issue of Ordinary
Shares and the termination of the holder’s rights in relation to the relevant Principal Amount
of that Subordinated Note, in each case in accordance with the relevant Schedule to these
Conditions, and Convert, Converting and Converted have corresponding meanings.
Conversion Number has the meaning given to it in the relevant.
Corporations Act means the Corporations Act 2001 (Cth) of Australia.
Day Count Fraction means, in relation to the calculation of an amount of interest on any
Security for any period of time (from and including the first day of such period to but excluding
the last) (whether or not constituting an Interest Accrual Period, the Calculation Period):
(a) if Actual/360 is specified in the Pricing Supplement, the actual number of days in the
Calculation Period divided by 360;
(b) if Actual/365 or Actual/Actual is specified in the Pricing Supplement, the actual
number of days in the Calculation Period divided by 365 (or, if any portion of that
Calculation Period falls in a leap year, the sum of (A) the actual number of days in
that portion of the Calculation Period falling in a leap year divided by 366 and (B) the
actual number of days in that portion of the Calculation Period falling in a non-leap
year divided by 365);
(c) if Actual/365 (fixed) is specified in the Pricing Supplement, the actual number of
days in the Calculation Period divided by 365;
(d) if Actual/Actual (ICMA) is specified in the Pricing Supplement:

25
(i) if the Calculation Period is equal to or shorter than the Determination Period
during which it falls, the number of days in the Calculation Period divided by
the product of:
(A) the number of days in such Determination Period; and
(B) the number of Determination Periods normally ending in any year;
and
(ii) if the Calculation Period is longer than one Determination Period, the sum of:
(A) the number of days in such Calculation Period falling in the
Determination Period in which it begins divided by the product of (1)
the number of days in such Determination Period and (2) the number
of Determination Periods normally ending in any year; and
(B) the number of days in such Calculation Period falling in the next
Determination Period divided by the product of (1) the number of
days in such Determination Period and (2) the number of
Determination Periods normally ending in any year
where:
Determination Period means the period from and including an Interest
Payment Date in any year to but excluding the next Interest Payment Date;
(e) if 30/360 is specified in the Pricing Supplement, the number of days in the
Calculation Period divided by 360 (the number of days to be calculated on the basis
of a year of 360 days with 12 30-day months); and
(f) if RBA Bond Basis is specified in the Pricing Supplement, one divided by the
number of Interest Payment Dates in a year.
Deed of Undertaking means the deed poll made by ANZ NOHC in favour of Subordinated
Noteholders prior to or on the Approved NOHC Substitution Date.
Deed Poll means the deed poll dated 20 June 2001 as last amended and restated on 7
December 2022 and as further amended and/or supplemented and/or restated as at the
Issue Date of the Securities, executed by the Issuer.
Director means a director of the Issuer.
Early Redemption Amount means the amount which may be payable in respect of a
Security which is, in relation to a Security other than a Zero Coupon Security, its Principal
Amount or, in relation to a Zero Coupon Security, as specified in Condition 6.4, unless
otherwise specified as such in (or calculated or determined in accordance with the provisions
of) the relevant Pricing Supplement.
Equal Ranking Securities means any present or future instrument that ranks in a winding-up
of the Issuer as the most junior claim in the winding-up of the Issuer ranking senior to Junior
Ranking Securities, and includes:
(a) if on issue at the commencement of the winding-up of the Issuer, the Perpetual
Capital Floating Rate Notes issued under the trust deed dated 30 October 1986
between the Issuer and Bankers Trustee Company Limited, as amended from time to
time (except in so far as such amendment is inconsistent with such ranking); and
(b) any other instruments issued as Relevant Tier 2 Securities.

26
Event of Default in respect of Medium Term Notes, has the meaning given to it in
Condition 15.1 and, in respect of Subordinated Notes, has the meaning given in Condition
15.2.
Extraordinary Resolution has the meaning given to it in the Meeting Provisions.
Fallback Rate means, where a Permanent Discontinuation Trigger for an Applicable
Benchmark Rate has occurred, the rate that applies to replace that Applicable Benchmark
Rate in accordance with Condition 5.6 (BBSW and AONIA Benchmark Rate fallback).
FATCA means:
(a) Sections 1471-1474 of the Code (or any amended or successor version to the Code)
and any current or future regulations or official interpretations thereof;
(b) any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance or practices
adopted pursuant to any intergovernmental agreement entered into in connection
with the implementation of either such sections of the Code or analogous provisions
of non-U.S. law; or
(c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with
the U.S. Internal Revenue Service, the U.S. government or any governmental or
taxation authority in any other jurisdiction.
FATCA Withholding means any deduction or withholding made for or on account of FATCA.
Final Fallback Rate means, in respect of an Applicable Benchmark Rate, the rate:
(a) determined by the Calculation Agent as a commercially reasonable alternative for the
Applicable Benchmark Rate taking into account all available information that, in good
faith, it considers relevant, provided that any rate (inclusive of any spreads or
adjustments) implemented by central counterparties and / or futures exchanges with
representative trade volumes in derivatives or futures referencing the Applicable
Benchmark Rate will be deemed to be acceptable for the purposes of this paragraph
(a), together with (without double counting) such adjustment spread (which may be a
positive or negative value or zero) that is customarily applied to the relevant
successor rate or alternative rate (as the case may be) in international debt capital
markets transactions to produce an industry-accepted replacement rate for
Benchmark Rate-linked floating rate notes at such time (together with such other
adjustments to the Business Day Convention, interest determination dates and
related provisions and definitions, in each case that are consistent with accepted
market practice for the use of such successor rate or alternative rate for Benchmark
Rate-linked floating rate notes at such time), or, if no such industry standard is
recognised or acknowledged, the method for calculating or determining such
adjustment spread determined by the Calculation Agent (in consultation with the
Issuer) to be appropriate; provided that
(b) if and for so long as no such successor rate or alternative rate can be determined in
accordance with paragraph (a), the Final Fallback Rate will be the last provided or
published level of that Applicable Benchmark Rate.
Final Redemption Amount means the amount payable in respect of a Security which is its
Principal Amount unless otherwise specified as such in (or calculated in accordance with the
provisions of) the relevant Pricing Supplement.
Fixed Coupon Amount means the amount specified as such in (or calculated in accordance
with the provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of
the Subordinated Notes, in accordance with Condition 7.4.

27
Fixed Rate Security means a Security that bears interest at a fixed rate specified in the
relevant Pricing Supplement.
Floating Rate Security means a Security that bears interest at a floating rate specified in the
relevant Pricing Supplement.
Foreign Holder has the meaning given in Condition 8.4.
GST has the meaning given to it in Section 195-1 of the A New Tax System (Goods and
Services Tax) Act 1999 (Cth).
Inability Event shall mean:
(a) prior to the Approved NOHC Substitution Date, the Issuer is prevented by applicable
law or order of any court or action of any government authority (including regarding
the insolvency, winding-up or other external administration of the Issuer) or any other
reason from Converting the Subordinated Notes; and
(b) on and from the Approved NOHC Substitution Date, the Issuer or ANZ NOHC is
prevented by applicable law or order of any court or action of any government
authority (including regarding the insolvency, winding-up or other external
administration of the Issuer or ANZ NOHC) or any other reason from performing any
of their obligations necessary to effect the Conversion of any Subordinated Notes.
Index means the index applying to a Security, as specified in the relevant Pricing
Supplement.
Index Linked Interest Security means a Security (other than a Subordinated Note) that
bears interest at a rate calculated by reference to an Index.
Index Linked Redemption Security means a Security (other than a Subordinated Note) the
Early or Final Redemption Amount in respect of which is calculated by reference to an Index.
Index Linked Securities means an Index Linked Interest Security or an Index Linked
Redemption Security.
Instalment Amount means the amount specified as such in (or calculated in accordance
with the provisions of) the relevant Pricing Supplement.
Interest Accrual Period means the period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the first Interest Period Date and each
successive period beginning on (and including) an Interest Period Date and ending on (but
excluding) the next succeeding Interest Period Date during the relevant Interest Period,
except that the last Interest Accrual Period ends on (and excludes) the Maturity Date or the
date of any earlier redemption of a Security in accordance with the Conditions.
Interest Amount means the amount of interest payable in respect of a Security, and in the
case of Fixed Rate Securities, also means the Fixed Coupon Amount or Broken Amount, as
the case may be, so specified in the relevant Pricing Supplement and, in the case of the
Subordinated Notes, as it may be adjusted in accordance with Condition 7.4.
Interest Basis means the interest basis specified as such in the relevant Pricing Supplement.
Interest Commencement Date means the Issue Date in respect of Securities or such other
date as may be specified in the Pricing Supplement.
Interest Determination Date means, in respect of an Interest Period:

28
(a) where the BBSW Rate applies or the Final Fallback Rate applies under Condition
5.6(f)(iii) (BBSW and AONIA Benchmark Rate fallback) of the definition of Permanent
Discontinuation Fallback, the first day of that Interest Period; and
(b) otherwise, the fifth Business Day prior to the last day of that Interest Period,
subject in each case to adjustment in accordance with the applicable Business Day
Convention.
Interest Payment Date means the date or dates specified as such in, or determined in
accordance with the provisions of, the relevant Pricing Supplement and adjusted, if not a
Business Day, in accordance with the applicable Business Day Convention.
Interest Period means the period beginning on (and including) the Interest Commencement
Date and ending on (but excluding) the first Interest Payment Date and each successive
period beginning on (and including) an Interest Payment Date and ending on (but excluding)
the next succeeding Interest Payment Date, except that the final Interest Period ends on (but
excludes) the Maturity Date or any other period specified in the Pricing Supplement.
Interest Period Date means each Interest Payment Date unless otherwise specified in the
Pricing Supplement.
Issue Date means the date of issue of the Securities as specified in or determined in
accordance with the relevant Pricing Supplement.
Issue Date VWAP has the meaning given in the relevant Schedule .
Issue Price means the issue price for Securities specified in, calculated in or determined in
accordance with the provisions of the Pricing Supplement.
Issuer means Australia and New Zealand Banking Group Limited (ABN 11 005 357 522).
Issuer Group shall mean the Issuer (and, where a Conversion is required following the
Approved NOHC Substitution Date and Schedule B applies, ANZ NOHC) and its Controlled
Entities.
Junior Ranking Securities means any present or future instrument:
(a) issued as Tier 1 Capital; and
(b) that by its terms is, or is expressed to be, subordinated in a winding-up of the Issuer
to the claims of Subordinated Noteholders and other Equal Ranking Securities.
Level 1, Level 2 and Level 3 means those terms as defined by APRA from time to time.
Margin means the margin specified as such in the relevant Pricing Supplement.
Maturity Date means the maturity date specified in, or determined in accordance with the
provisions of, the relevant Pricing Supplement and as recorded in the Register.
Maximum Rate of Interest means the maximum interest rate (if any) specified in, or
calculated or determined in accordance with the provisions of the relevant Pricing
Supplement.
Maximum Redemption Amount means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement.
Medium Term Note means an unsubordinated Note as more fully described in Condition 3.1.

29
Meeting Provisions means the provisions for the convening of meetings of, and passing of
resolutions by, Registered Holders set out in Schedule 2 of the Deed Poll.
Minimum Rate of Interest means the minimum interest rate (if any) specified in, or
calculated or determined in accordance with the provisions of the relevant Pricing
Supplement.
Minimum Redemption Amount means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement.
Non-Representative means, in respect of an Applicable Benchmark Rate, that the
Supervisor of that Applicable Benchmark Rate if the Applicable Benchmark Rate is the BBSW
Rate, or the Administrator of the Applicable Benchmark Rate if the Applicable Benchmark
Rate is AONIA or the RBA Recommended Rate:
(a) has determined that such Applicable Benchmark Rate is no longer, or as of a
specified future date will no longer be, representative of the underlying market and
economic reality that such Applicable Benchmark Rate is intended to measure and
that representativeness will not be restored; and
(b) is aware that such determination will engage certain contractual triggers for fallbacks
activated by pre-cessation announcements by such Supervisor (howsoever
described) in contracts.
Non-Viability Determination has the meaning given in Condition 7.2.
Non-Viability Trigger Event has the meaning given in Condition 7.2.
Note means either an unsubordinated or a subordinated medium term note being a debt
obligation of the Issuer owing to a Registered Holder, the details of which are identified in the
Register, and, in these Conditions, references to Notes are references to Notes of the
relevant Series.
Noteholder means the Registered Holder of a Note.
Offshore Associate means an associate (as defined in section 128F of the Income Tax
Assessment Act 1936 (Cth) of Australia) of the Issuer that is either a non-resident of Australia
which does not acquire the Securities in carrying on a business at or through a permanent
establishment in Australia or, alternatively, a resident of Australia that acquires the Securities
in carrying on business at or through a permanent establishment outside of Australia.
Optional Redemption Amount means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in
the case of the Subordinated Notes, in accordance with Condition 7.4.
Optional Redemption Date means the date or dates specified as such in the relevant
Pricing Supplement.
Ordinary Share shall mean:
(a) in respect of a Subordinated Note to which Schedule A applies, a fully paid ordinary
share in the capital of the Issuer;
(b) in respect of a Subordinated Note to which Schedule B applies, a fully paid ordinary
share in the capital of ANZ NOHC, subject to Section 12(b) of Schedule B to these
Conditions.
outstanding means in relation to the Securities of any Series, all the Securities issued other
than:

30
(a) those that have been redeemed in accordance with the Conditions;
(b) those which have become void or in respect of which claims have become
prescribed;
(c) those which have been purchased and cancelled as provided for in the Conditions;
and
(d) to the extent Converted or Written-Off.
Permanent Discontinuation Trigger means, in respect of an Applicable Benchmark Rate:
(a) a public statement or publication of information by or on behalf of the Administrator of
the Applicable Benchmark Rate announcing that it has ceased or that it will cease to
provide the Applicable Benchmark Rate permanently or indefinitely, provided that, at
the time of the statement or publication, there is no successor administrator or
provider, as applicable, that will continue to provide the Applicable Benchmark Rate
and, in the case of the BBSW Rate, a public statement or publication of information
by or on behalf of the Supervisor of the BBSW Rate has confirmed that cessation;
(b) a public statement or publication of information by the Supervisor of the Applicable
Benchmark Rate, the Reserve Bank of Australia (or any successor central bank for
Australian dollars), an insolvency official or resolution authority with jurisdiction over
the Administrator of the Applicable Benchmark Rate or a court or an entity with
similar insolvency or resolution authority over the Administrator of the Applicable
Benchmark Rate which states that the Administrator of the Applicable Benchmark
Rate has ceased or will cease to provide the Applicable Rate permanently or
indefinitely, provided that, at the time of the statement or publication, there is no
successor administrator or provider that will continue to provide the Applicable
Benchmark Rate and, in the case of the BBSW Rate and a public statement or
publication of information other than by the Supervisor, a public statement or
publication of information by or on behalf of the Supervisor of the BBSW Rate has
confirmed that cessation;
(c) a public statement by the Supervisor of the Applicable Benchmark Rate if the
Applicable Benchmark Rate is the BBSW Rate, or the Administrator of the Applicable
Benchmark Rate if the Applicable Benchmark Rate is AONIA or the RBA
Recommended Rate, as a consequence of which the Applicable Benchmark Rate will
be prohibited from being used either generally, or in respect of the Notes, or that its
use will be subject to restrictions or adverse consequences to the Issuer or a
Noteholder;
(d) as a consequence of a change in law or directive arising after the Issue Date of the
first Tranche of Notes of a Series, it has become unlawful for the Calculation Agent,
the Issuer or any other party responsible for calculations of interest under the
Conditions to calculate any payments due to be made to any Note Holder using the
Applicable Benchmark Rate;
(e) a public statement or publication of information by the Supervisor of the Applicable
Benchmark Rate if the Applicable Benchmark Rate is the BBSW Rate, or the
Administrator of the Applicable Benchmark Rate if the Applicable Benchmark Rate is
AONIA or the RBA Recommended Rate, stating that the Applicable Benchmark Rate
is Non-Representative; or
(f) the Applicable Benchmark Rate has otherwise ceased to exist or be administered on
a permanent or indefinite basis.
Permanent Fallback Effective Date means, in respect of a Permanent Discontinuation
Trigger for an Applicable Benchmark Rate:

31
(a) in the case of paragraphs (a) and (b) of the definition of Permanent Discontinuation
Trigger, the first date on which the Applicable Benchmark Rate would ordinarily have
been published or provided and is no longer published or provided;
(b) in the case of paragraphs (c) and (d) of the definition of Permanent Discontinuation
Trigger, the date from which use of the Applicable Benchmark Rate is prohibited or
becomes subject to restrictions or adverse consequences or the calculation becomes
unlawful (as applicable);
(c) in the case of paragraph (e) of the definition of Permanent Discontinuation Trigger,
the first date on which the Applicable Benchmark Rate would ordinarily have been
published or provided but is Non-Representative by reference to the most recent
statement or publication contemplated in that paragraph and even if such Applicable
Benchmark Rates continues to be published or provided on such date; or
(d) in the case of paragraph (f) of the definition of Permanent Discontinuation Trigger,
the date that event occurs.
Pricing Supplement means the pricing supplement document prepared in relation to the
Securities of the relevant Tranche.
Principal Amount means the notional principal amount of each Security which will, unless
indicated otherwise or, in the case of the Subordinated Notes, as provided in Condition 7.4,
be the same amount as the Specified Denomination of each Security so specified in the
relevant Pricing Supplement.
Programme means the Australian Dollar Debt Issuance Programme of the Issuer providing
for the issue of Notes by the Issuer.
Publication Time:
(a) in respect of the BBSW Rate, 12.00noon (Sydney time) or any amended publication
time for the final intraday refix of such rate specified by the Administrator for the
BBSW Rate in its benchmark methodology;
(b) in respect of AONIA, 4.00pm (Sydney time) or any amended publication time for the
final intraday refix of such rate specified by the Administrator for AONIA in its
benchmark methodology; and
(c) in all other respects, means the Relevant Time or such other time at which a
Reference Rate customarily appears on the Relevant Screen Page.
Rate of Interest means, in respect of a Note, the interest rate (expressed as a percentage
rate per annum) payable in respect of that Note specified in the Pricing Supplement or
calculated or determined in accordance with these Conditions and the Pricing Supplement.
Rate Multiplier means the rate multiplier specified as such in the relevant Pricing
Supplement.
RBA Recommended Fallback Rate has the same meaning given to AONIA Rate but with
necessary adjustments to substitute all references to AONIA with corresponding references
to the RBA Recommended Rate.
RBA Recommended Rate means, in respect of any relevant day (including any day i), the
rate (inclusive of any spreads or adjustments) recommended as the replacement for AONIA
by the Reserve Bank of Australia (which rate may be produced by the Reserve Bank of
Australia or another administrator) and as provided by the Administrator of that rate or, if that
rate is not provided by the Administrator thereof, published by an authorised distributor in
respect of that day.

32
Record Date means, in the case of payments of interest or principal, the date specified in
relevant Pricing Supplement, prior to the relevant payment date.
Related Conversion Steps has the meaning given in Section 1(f) of Schedule B to these
Conditions.
Reference Banks means the institutions specified as such in the Pricing Supplement or, if
none, four major banks selected by the Calculation Agent in the interbank market (or, if
appropriate, money, swap or over-the-counter index options market) that is most closely
connected with the Reference Rate specified in the Pricing Supplement.
Reference Rate means the Applicable Benchmark Rate or the rate, if any, specified in the
relevant Pricing Supplement or any Successor Rate or Alternative Rate which has been
determined in relation to such rate pursuant to the operation of Condition5.
Reference Rate Disruption Event has the meaning given in Condition 5.4.
Register means the register of Registered Holders maintained by the Registrar in
accordance with the Registry Services Agreement or such other relevant agreement between
the Registrar and the Issuer.
Registered Holder means:
(a) in respect of Subordinated Notes only and only for so long as such Subordinated
Notes are held in the Austraclear System, for the purposes of determining the person
entitled to be issued Ordinary Shares (or, where Condition 8.4 applies, the net
proceeds of sale of such shares) and the amount of their entitlements, a person who
is an Austraclear Participant; and
(b) otherwise, in relation to any Security, a person whose name is for the time being
recorded in the Register to signify ownership of the Security. If the Security is owned
jointly by more than one person, a Registered Holder includes a person whose name
appears in the Register as a joint owner.
Registrar means Austraclear Services Limited (ABN 28 003 284 419) or such other person
appointed and notified by the Issuer.
Registry Office means the following office of the Registrar: Level 4, 20 Bridge Street,
Sydney, NSW 2000 or such other place notified by the Issuer or the Registrar.
Registry Services Agreement means the Registry Services Agreement dated 4 August
2010 as amended from time to time, between the Registrar and the Issuer.
Regulatory Capital shall mean a Tier 1 Capital Security or a Tier 2 Capital Security.
Regulatory Event has the meaning given in Condition 6.3.
Related Conversion Steps has the meaning given in Section 1(f) of Schedule B to these
Conditions.
Related Entity has the meaning given by APRA from time to time.
Relevant Date in respect of any Security means the date on which payment in respect of it
first becomes due or (if any amount of the money payable is improperly withheld or refused)
the date on which payment in full of the amount outstanding is made or (if earlier) the date
seven days after that on which notice is duly given to the Registered Holders that such
payment will be made, provided that payment is in fact made.

33
Relevant Financial Centre means, with respect to any Floating Rate Security to be
determined in accordance with Screen Rate Determination on an Interest Determination Date
the financial centre specified as such in the Pricing Supplement or, if none is so specified, the
financial centre with which the relevant Reference Rate is most closely connected.
Relevant Screen Page means the page specified as such in the relevant Pricing
Supplement.
Relevant Securities means each of the:
(a) Relevant Tier 1 Securities; and
(b) Relevant Tier 2 Securities;
Relevant Tier 1 Security means, where a Non-Viability Trigger Event occurs, a Tier 1
Capital Security that, in accordance with its terms or by operation of law, is capable of being
converted into Ordinary Shares or written-off upon the occurrence of that event.
Relevant Tier 2 Security means, where a Non-Viability Trigger Event occurs, a Tier 2
Capital Security that, in accordance with its terms or by operation of law, is capable of being
converted into Ordinary Shares or written-off upon the occurrence of that event.
Relevant Time means, with respect to any Interest Determination Date, the relevant time
specified in the Pricing Supplement.
Reserve Bank Act means Reserve Bank Act 1959 of Australia.
Screen Rate Determination has the meaning specified in the Pricing Supplement and in
Condition 5.2.
Scheme of Arrangement has the meaning given in Condition 7.1(d).
Security means a Medium Term Note or Subordinated Note.
Senior Creditors means all present and future creditors of the Issuer (including but not
limited to depositors of the Issuer) whose claims:
(a) would be entitled to be admitted in the winding-up of the Issuer; and
(b) are not in respect of Equal Ranking Securities or Junior Ranking Securities.
Senior Executive means:
(a) those officers classified by the Issuer as Group 1 Employees or as Senior
Executives;
(b) all ANZ Country Heads; and
(c) a person who, for the time being is acting in any of the positions of persons identified
in paragraphs (a) or (b) above,
and a certificate given by a company secretary of the Issuer or an assistant company
secretary of the Issuer stating that a person qualifies as a person within paragraph (a), (b) or
(c) is conclusive evidence of that fact.
Series means a Tranche of Securities together with any further Tranche or Tranches of
Securities which are:
(a) expressed to be consolidated and form a single Series; and

34
(b) identical in all respects (including as to listing) except for the respective Issue Dates,
Interest Commencement Dates, Issue Prices or amounts of the first payment of
interest.
Solvent means at any time in respect of the Issuer:
(a) it is able to pay all its debts as and when they become due and payable; and
(b) its assets exceed its liabilities, in each case determined on an unconsolidated stand-
alone basis.
Specified Denomination means the amount specified as such in (or calculated in
accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in
the case of the Subordinated Notes, in accordance with Condition 7.4.
Subordinated Note means a subordinated Note as more fully described in Condition 3.2.
Subordinated Noteholder means the Registered Holder of a Subordinated Note.
Successor Reference Rate has the meaning given in Condition 5.4.
Supervisor means, in respect of an Applicable Benchmark Rate, the supervisor or
competent authority that is responsible for supervising that Applicable Benchmark Rate or the
Administrator of that Applicable Benchmark Rate, or any committee officially endorsed or
convened by any such supervisor or competent authority that is responsible for supervising
that Applicable Benchmark Rate or the Administrator of that Applicable Benchmark Rate.
Supervisor Recommended Rate means the rate formally recommended for use as the
temporary replacement for the BBSW Rate by the Supervisor of the BBSW Rate.
Taxes has the meaning given in Condition 13.1.
Temporary Disruption Trigger means, in respect of any Applicable Benchmark Rate which
is required for any determination:
(a) the Applicable Benchmark Rate has not been published by the applicable
Administrator or an authorised distributor and is not otherwise provided by the
Administrator, in respect of, on, for or by the time and date on which that Applicable
Benchmark Rate is required; or
(b) the Applicable Benchmark Rate is published or provided but the Calculation Agent
determines that there is an obvious or proven error in that rate.
Tier 1 Capital means the Tier 1 capital of the Issuer (on a Level 1 basis) or the Issuer Group
(on a Level 2 basis or, if applicable, a Level 3 basis) as defined by APRA from time to time.
Tier 1 Capital Security means a share, note or other security or instrument constituting
Tier 1 Capital.
Tier 2 Capital means Tier 2 capital of the Issuer (on a Level 1 basis) or the Issuer Group (on
a Level 2 basis or, if applicable, a Level 3 basis) as defined by APRA from time to time.
Tier 2 Capital Security means a note or other security or instrument constituting Tier 2
Capital.
Transferee has the meaning given to it in Condition 10.2(d).
Trigger Event Date means the date (whether or not a Business Day) on which APRA notifies
the Issuer of a Non-Viability Trigger Event as contemplated in Condition 7.2.

35
Trigger Event Notice has the meaning given to it in Condition 7.3.
Tranche means Securities that are identical in all respects (including as to listing).
U.S. means the United States.
VWAP has the meaning given in the relevant Schedule.
Written-Off:
(a) where Condition 8 applies, has the meaning given to it in Condition 8.7; and
(b) where Conditions 9 applies, has the meaning given to it in Condition 9.2.
Zero Coupon Security means a Note (other than a Subordinated Note) that does not bear
interest.
1.2 Interpretations
In these Conditions unless the contrary intention appears:
(a) a reference to Conditions is a reference to these Conditions as supplemented,
modified or altered by the relevant Pricing Supplement;
(b) a reference to a statute, ordinance, code or other law includes regulations and other
instruments under it and consolidations, amendments, re-enactments or
replacements of any of them;
(c) the singular includes the plural and vice versa;
(d) the word “person” incorporates a firm, body corporate, an unincorporated
association or an authority;
(e) a reference to a person incorporates references to the person’s executors,
administrators, successors, substitutes (including, without limitation, persons taking
by novation) and assigns;
(f) a reference to any thing (including, without limitation, any amount) is a reference to
the whole and each part of it and a reference to a group of persons is a reference to
all of them collectively, to any two or more of them collectively and to each of them
individually;
(g) unless otherwise specified to the contrary, any reference to a particular time is a
reference to Sydney time;
(h) headings are inserted for convenience and do not affect the interpretation of these
Conditions;
(i) all references to the issue or issuance of Securities are to the issue of Notes by the
Issuer;
(j) any provisions which refer to the requirements of APRA or any other prudential
regulatory requirements will apply to the Issuer only if the Issuer is an entity, or the
holding company of an entity, or is a direct or indirect subsidiary of an Approved
NOHC, subject to regulation and supervision by APRA at the relevant time;
(k) any provisions which require APRA’s consent or approval will apply only if APRA
requires that such consent or approval be given at the relevant time;

36
(l) any provisions in these Conditions requiring the prior approval of APRA for a
particular course of action to be taken by the Issuer do not imply that APRA has
given its consent or approval to the particular action as of the Issue Date of the
applicable Security;
(m) a reference to any term defined by APRA (including, without limitation, “Level 1”,
“Level 2”, “Level 3”, “Tier 1 Capital” and “Tier 2 Capital”) shall, if that term is replaced
or superseded in any of APRA’s applicable prudential regulatory requirements or
standards, be taken to be a reference to the replacement or equivalent term;
(n) the terms takeover bid, relevant interest and scheme of arrangement when used in
these Conditions have the meaning given in the Corporations Act;
(o) for the avoidance of doubt, if Conversion under Condition 8 or Write-Off under
Condition 9 of Subordinated Notes is to occur on a Trigger Event Date, then that
Conversion or Write-Off must occur on that date notwithstanding that it may not be a
Business Day;
(p) a reference to a term defined by the ASX Listing Rules or the ASX Operating Rules
shall, if that term is replaced in those rules, be taken to be a reference to the
replacement term; and
(q) in respect of Ordinary Shares, if the principal securities exchange on which the
Ordinary Shares are listed becomes other than the Australian Securities Exchange,
unless the context otherwise requires a reference to the Australian Securities
Exchange shall be read as a reference to that principal securities exchange and a
reference to the ASX Listing Rules, the ASX Operating Rules or any term defined in
any such rules, shall be read as a reference to the corresponding rules of that
exchange or corresponding defined terms in such rules (as the case may be).
2 Form, Denomination and Title
2.1 Constitution
The Securities are registered debt obligations of the Issuer constituted by and owing under
the Deed Poll. The obligations of the Issuer in respect of these Conditions and the relevant
Pricing Supplement extend to each individual Security and, following on from that, the
Registered Holder of each Security without the Registered Holder having to join forces with
any other Registered Holder or any predecessor in title of that Registered Holder of a
Security.
2.2 Title
Entry of the name of the person purchasing a Security, or the transferee of a Security on the
Register at the relevant time will constitute the passing of title of that Security and will be
conclusive evidence of that person’s entitlements to receive interest and repayment of
principal in the manner provided for in these Conditions (subject to rectification for fraud or
error). A Security registered in the name of more than one person is held by those persons
as joint tenants (unless requested otherwise and in a form satisfactory to the Issuer).
Securities will be registered by name only without reference to any trusteeship. Neither the
Issuer nor the Registrar is, except as required by law, obliged to take notice of any other
claim to a Security.
2.3 Independent Obligations
Each entry in the Register constitutes the separate and individual title of the Registered
Holder to the indebtedness of the Issuer to that relevant Registered Holder.

37
2.4 Location of Register
The Register will be established and maintained by the Registrar at its Registry Office unless
otherwise specified in the relevant Pricing Supplement.
2.5 Denomination
(a) Securities are issued in the Specified Denominations specified in the Pricing
Supplement. Securities may only be sold in Australia if the aggregate consideration
payable to the Issuer by the purchaser is at least A$500,000 (disregarding moneys
lent by the Issuer or its associates) or if the Securities are otherwise sold in a manner
which does not require disclosure to investors in accordance with Part 6D.2 and
Chapter 7 of the Corporations Act.
(b) Securities may only be issued by the Issuer in a jurisdiction or jurisdictions other than
Australia if the issue is in compliance with the laws of the jurisdiction in which the
issue or sale is made and the Securities are otherwise issued or sold in a manner
that does not require disclosure to investors under the laws of that jurisdiction or
those jurisdictions.
2.6 Austraclear
If Securities are lodged in the Austraclear System, the Registrar will enter Austraclear in the
Register as the Registered Holder of those Securities. While those Securities remain in the
Austraclear System, all dealings (including transfers and payments) in relation to those
Securities within the Austraclear System will be governed by the regulations for the
Austraclear System and need not comply with these Conditions to the extent of any
inconsistency provided that, in respect of Subordinated Notes, the regulations of the
Austraclear System do not override these Conditions if it would impact the eligibility of the
Subordinated Notes as Tier 2 Capital.
2.7 Certificates
No certificate or other evidence of title will be issued by or on behalf of the Issuer to evidence
title to a Security unless the Issuer determines that such certificates should be made
available or it is required to do so pursuant to any applicable law or regulation.
2.8 Acknowledgment
Where Austraclear is recorded in the Register as the Registered Holder, each person in
whose Security Record (as defined in the Austraclear Regulations) that Security is recorded
is deemed to acknowledge in favour of the Registrar and Austraclear that:
(a) the Registrar’s decision to act as the Registrar of the Security does not constitute a
recommendation or endorsement by the Registrar or Austraclear in relation to the
Security but only indicates that such Security is considered by the Registrar to be
compatible with the performance by it of its obligations as Registrar under its
agreement with the Issuer to act as Registrar of the Security; and
(b) the Registered Holder does not rely on any fact, matter or circumstance contrary to
Condition 2.8(a).
2.9 Australian Securities Exchange Listing
Securities which are listed on the Australian Securities Exchange will not be transferred
through or registered on CHESS and will not be CHESS approved securities. In the event
that an interface between the Register maintained by the Registrar and CHESS is established
the Conditions and any other Programme documents may be amended to facilitate settlement
on CHESS and so that the Securities will become CHESS approved securities.

38
3 Status
The Securities may be Medium Term Notes or Subordinated Notes as specified in the
applicable Pricing Supplement.
The Securities are not a deposit liability or protected account for the purposes of the Banking
Act and do not otherwise benefit from a priority under the Banking Act or other applicable law.
3.1 Medium Term Notes
The Medium Term Notes constitute senior, direct, unconditional and unsecured obligations of
the Issuer and rank pari passu among themselves and pari passu with all other present and
future unsubordinated and unsecured obligations of the Issuer (save for certain liabilities
mandatorily preferred by law including, but not limited to, amounts given priority under the
Banking Act and the Reserve Bank Act).
The Medium Term Notes rank senior to the Issuer's subordinated obligations, including the
Subordinated Notes.
The Medium Term Notes are not a deposit liability or protected account for the purposes of
the Banking Act and do not otherwise benefit from a priority under the Banking Act or other
applicable law.
3.2 Subordinated Notes
The Subordinated Notes constitute direct and unsecured subordinated obligations of the
Issuer and, unless otherwise specified in the applicable Pricing Supplement and subject to
Conditions 7 to 9 (inclusive), rank pari passu among themselves and with Equal Ranking
Securities. In the event of the winding-up of the Issuer (see Condition 16 (Subordination))
and prior to the commencement of the winding-up of the Issuer (see Condition 5.16), the
principal amount of, any interest on, and any other payments, including additional amounts, in
respect of the Subordinated Notes will rank behind all claims of Senior Creditors and subject
to Conditions 7 to 9 (inclusive), pari passu with Equal Ranking Securities and ahead of Junior
Ranking Securities.
Neither the Issuer nor a Subordinated Noteholder has any contractual right to set off any sum
at any time due and payable to a Subordinated Noteholder or the Issuer (as applicable) under
or in relation to the Subordinated Notes against amounts owing by the Subordinated
Noteholder to the Issuer or by the Issuer to the Subordinated Noteholder (as applicable).
The Subordinated Notes do not limit the amount of liabilities ranking senior to the
Subordinated Notes that may be hereafter incurred or assumed by the Issuer.
The Subordinated Notes are not a deposit liability of the Issuer or protected account for the
purposes of the Banking Act and do not otherwise benefit from a priority under the Banking
Act or other applicable law.
4 Interest and other calculations
4.1 Interest on Fixed Rate Securities
Each Fixed Rate Security bears interest on its outstanding Principal Amount from, and
including, the Interest Commencement Date at the rate per annum (expressed as a
percentage) equal to the Rate of Interest, such interest being payable in arrears on each
Interest Payment Date. If a Fixed Coupon Amount or a Broken Amount is specified in the
applicable Pricing Supplement, the amount of interest payable on each Interest Payment
Date will amount to the Fixed Coupon Amount or, if applicable, the Broken Amount so
specified and in the case of the Broken Amount will be payable on the particular Interest
Payment Date(s) specified in the applicable Pricing Supplement.

39
5 Interest on Floating Rate Securities and Index Linked Interest
Securities
5.1 Interest Payment Dates:
Each Floating Rate Security and Index Linked Interest Security bears interest on its
outstanding Principal Amount from the Interest Commencement Date at the rate per annum
(expressed as a percentage) equal to the Rate of Interest, such interest being payable in
arrears on each Interest Payment Date. Such Interest Payment Date(s) is/are either specified
in the Pricing Supplement as the Interest Payment Dates or, if no Interest Payment Date(s)
are specified, Interest Payment Date shall mean each date which falls the number of months
or other period shown in the Pricing Supplement as the Interest Period after the preceding
Interest Payment Date or, the case of the first Interest Payment Date, after the Interest
Commencement Date.
5.2 Rate of Interest for Floating Rate Securities
The Rate of Interest in respect of Floating Rate Securities for each Interest Accrual Period
shall be determined by the Calculation Agent in the manner specified in the Pricing
Supplement and the provisions below relating to Screen Rate Determination, BBSW Rate
Determination and or AONIA Rate Determination shall apply (as the case may be and as
amended by the Pricing Supplement).
5.3 Screen Rate Determination
(a) If Screen Rate Determination is specified in the Pricing Supplement as the manner in
which the Rate of Interest is to be determined, the Rate of Interest for each Interest
Accrual Period shall (subject to Condition 5.4 (Screen Rate Benchmark
Replacement)) be calculated (as determined by the Calculation Agent) on the
following basis:
(i) if the Reference Rate is a composite quotation or a quotation customarily
supplied by one entity, the Calculation Agent will determine the Reference
Rate which appears on the Relevant Screen Page at the then prevailing
Publication Time on the relevant Interest Determination Date; or
(ii) in any other case, the Calculation Agent will determine the arithmetic mean
of the Reference Rates which appear on the Relevant Screen Page at the
then prevailing Publication Time on the relevant Interest Determination Date;
(b) if paragraph (a)(i) above applies and no Reference Rate appears on the Relevant
Screen Page at the then prevailing Publication Time on the Interest Determination
Date or if sub-paragraph (a)(ii) applies and fewer than two Reference Rates appear
on the Relevant Screen Page at the then prevailing Publication Time on the Interest
Determination Date or if, in either case, the Relevant Screen Page is unavailable,
subject as provided below, the Rate of Interest shall be the arithmetic mean of the
Reference Rates that each of the Reference Banks is quoting (or such of them, being
at least two, as are so quoting) to leading banks in the Relevant Financial Centre at
the Publication Time on the Interest Determination Date, as determined by the
Calculation Agent; and
(c) if paragraph (b) above applies and the Calculation Agent determines that fewer than
two Reference Banks are so quoting the Reference Rate, subject as provided below,
the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed
as a percentage) that the Calculation Agent determines to be the rates (being the
nearest equivalent to the Reference Rate) that at least two out of five leading banks
selected by the Calculation Agent (after consultation with the Issuer) in the Relevant
Financial Centre, are quoting at or about the then prevailing Publication Time for a
period equivalent to the relative Interest Accrual Period to leading banks carrying on
business in the Relevant Financial Centre; except that, if fewer than two of such
banks are so quoting to such leading banks, the Rate of Interest shall be the Rate of

40
Interest determined on the previous Interest Determination Date (in the case of the
Medium Term Notes only, after readjustment for any difference between any Margin,
Rate Multiplier or Maximum or Minimum Rate of Interest applicable to the preceding
Interest Accrual Period and to the relevant Interest Accrual Period).
5.4 Screen Rate Benchmark Replacement
If the Calculation Agent determines that the Reference Rate has been affected by a
Reference Rate Disruption Event, then the following provisions shall apply:
(a) the Calculation Agent shall use as the “Reference Rate” such Successor Reference
Rate and such terms and other methodology described in paragraph (b) below that it
has determined;
(b) if the Calculation Agent has determined a Successor Reference Rate in accordance
with paragraph (a) above, the Calculation Agent may determine the Business Day
Convention, the definitions of Business Day, Day Count Fraction, Publication Time,
Relevant Screen Page, Relevant Time, Reference Rate and Interest Determination
Date and any other relevant methodology for calculating such Successor Reference
Rate, including any adjustment factor it determines is needed to make such
Successor Reference Rate comparable to the Reference Rate, subject to APRA’s
prior written approval in the case of Subordinated Notes; and
(c) if, in respect of an Interest Period or an Interest Accrual Period, the Calculation Agent
is unable to determine a Successor Reference Rate in accordance with paragraphs
(a) and (b) above, the Reference Rate for:
(i) that Interest Period or Interest Accrual Period shall be the Reference Rate
determined on the previous Interest Determination Date; and
(ii) any subsequent Interest Periods or Interest Accrual Periods shall be
determined in accordance with paragraphs (a) and (b) above and, if
necessary, this paragraph (c).
In the case of Subordinated Notes only, any Successor Reference Rate determined
by the Calculation Agent in accordance with paragraph (a) above, and any terms and
other relevant methodology for calculating such Successor Reference Rate (including
any adjustment factor to the Successor Reference Rate) determined by the
Calculation Agent in accordance with paragraph (b) above, will be subject to the prior
written approval of APRA having been obtained in each case.
Subordinated Noteholders should note that APRA's approval may not be given for
any Successor Reference Rate, and any terms and other relevant methodology for
calculating such Successor Reference Rate (including any adjustment factor to the
Successor Reference Rate) it considers to have the effect of increasing the Rate of
Interest contrary to applicable prudential standards.
(d) In making its determinations in accordance with Condition 5.4, the Calculation Agent:
(i) shall act in good faith and in a commercially reasonable manner; and
(ii) may consult with such sources of market practice as it considers appropriate,
but otherwise may make such determination in its discretion (subject, in the case of
Subordinated Notes only, to the requirement for APRA’s prior written approval as
specified in this Condition 5.4 above).
(e) For the purposes of this Condition 5.4:
(i) “Reference Rate Disruption Event” means that:

41
(A) the Reference Rate has been discontinued or otherwise ceased to
be calculated or administered; or
(B) the Reference Rate is no longer generally accepted in the Australian
market as a reference rate appropriate to floating rate debt
securities of a tenor and interest period comparable to that of the
Floating Rate Security; and
(ii) “Successor Reference Rate” means a rate that is generally accepted in the
Australian market as the successor to the Reference Rate, or if there is no
such rate, a reference rate appropriate to floating rate debt securities of a
tenor and interest period most comparable to that of the Floating Rate
Security.
5.5 BBSW Rate Determination and AONIA Rate Determination
(a) Where BBSW Rate Determination or AONIA Rate Determination is specified in the
relevant Pricing Supplement as the manner in which the Rate of Interest is to be
determined for each Interest Period, the Rate of Interest applicable to the Floating
Rate Notes for each such Interest Period is the sum of the Margin and either (x) the
BBSW Rate or (y) the AONIA Rate as specified in the relevant Pricing Supplement.
(b) Each Holder shall be deemed to acknowledge, accept and agree to be bound by, and
consents to, the determination of, substitution for and any adjustments made to the
BBSW Rate or the AONIA Rate, as applicable, in each case as described in this
Condition 5.5 and in Condition 5.6 (BBSW and AONIA Benchmark Rate fallback)
below (in all cases without the need for any Holder consent). Any determination,
decision or election (including a decision to take or refrain from taking any action or
as to the occurrence or non-occurrence of any event or circumstance), and any
substitution for and adjustments made to, the BBSW Rate or the AONIA Rate, as
applicable, and in each case made in accordance with this Condition 5.5 and
Condition 5.6, will, in the absence of manifest or proven error, be conclusive and
binding on the Issuer, the holder of the Relevant Securities and each Calculation
Agent and, notwithstanding anything to the contrary in these Conditions or other
documentation relating to the Notes, shall become effective without the consent of
any person (except as expressly provided in Condition 5.6 in the case of
Subordinated Notes).
(c) If the Calculation Agent is a person other than the Issuer and that person is unwilling
or unable to determine a necessary rate, adjustment, quantum, formula, methodology
or other variable in order to calculate the applicable Rate of Interest, such rate,
adjustment, quantum, formula, methodology or other variable will be determined by
the Issuer (acting in good faith and in a commercially reasonable manner) or, an
alternate financial institution (acting in good faith and in a commercially reasonable
manner) appointed by the Issuer (in its sole discretion) to so determine.
(d) All rates determined pursuant to this Condition 5.5 shall be expressed as a
percentage rate per annum and the resulting percentage will be rounded if necessary
to the fourth decimal place (i.e., to the nearest one ten-thousandth of a percentage
point) with 0.0005 being rounded upwards.
5.6 BBSW and AONIA Benchmark Rate fallback
If:
(a) a Temporary Disruption Trigger has occurred; or
(b) a Permanent Discontinuation Trigger has occurred,
then, subject to APRA’s prior written approval in the case of Subordinated Notes, the
Benchmark Rate for an Interest Period, whilst such Temporary Disruption Trigger is

42
continuing or after a Permanent Discontinuation Trigger has occurred, means (in the following
order of application and precedence):
(c) where BBSW Rate is the Applicable Benchmark Rate, if a Temporary Disruption
Trigger has occurred with respect to the BBSW Rate, in the following order of
precedence:
(i) first, the Administrator Recommended Rate;
(ii) then the Supervisor Recommended Rate; and
(iii) lastly, the Final Fallback Rate;
(d) where AONIA is the Applicable Benchmark Rate or a determination of the AONIA
Rate is required for the purposes of paragraph (a) above, if a Temporary Disruption
Trigger has occurred with respect to AONIA, the rate for any day for which AONIA is
required will be the last provided or published level of AONIA;
(e) where a determination of the RBA Recommended Rate is required for the purposes
of paragraph (c) or (d) above, if a Temporary Disruption Trigger has occurred with
respect to the RBA Recommended Rate, the rate for any day for which the RBA
Recommended Rate is required will be the last rate provided or published by the
Administrator of the RBA Recommended Rate (or if no such rate has been so
provided or published, the last provided or published level of AONIA);
(f) where BBSW Rate is the Applicable Benchmark Rate, if a Permanent
Discontinuation Trigger has occurred with respect to the BBSW Rate, the rate for any
day for which the BBSW Rate is required on or after the Permanent Fallback
Effective Date will be the first rate available in the following order of precedence:
(i) first, if at the time of the BBSW Rate Permanent Fallback Effective Date, no
AONIA Permanent Fallback Effective Date has occurred, the AONIA Rate;
(ii) then, if at the time of the BBSW Rate Permanent Fallback Effective Date, an
AONIA Permanent Fallback Effective Date has occurred, an RBA
Recommended Rate has been created but no RBA Recommended Rate
Permanent Fallback Effective Date has occurred, the RBA Recommended
Fallback Rate; and
(iii) lastly, if neither paragraph (i) nor paragraph (ii) above apply, the Final
Fallback Rate;
(g) where AONIA is the Applicable Benchmark Rate or a determination of the AONIA
Rate is required for the purposes of paragraph (f)(i) above, if a Permanent
Discontinuation Trigger has occurred with respect to AONIA, the rate for any day for
which AONIA is required on or after the AONIA Permanent Fallback Effective Date
will be the first rate available in the following order of precedence:
(i) first, if at the time of the AONIA Permanent Fallback Effective Date, an RBA
Recommended Rate has been created but no RBA Recommended Rate
Permanent Fallback Effective Date has occurred, the RBA Recommended
Rate; and
(ii) lastly, if paragraph (i) above does not apply, the Final Fallback Rate; and
(h) where a determination of the RBA Recommended Rate is required for the purposes
of paragraph (f) or (g) above, respectively, if a Permanent Discontinuation Trigger
has occurred with respect to the RBA Recommended Rate, the rate for any day for
which the RBA Recommended Rate is required on or after that Permanent Fallback
Effective Date will be the Final Fallback Rate.

43
When calculating an amount of interest in circumstances where a Fallback Rate other than
the Final Fallback Rate applies, that interest will be calculated as if references to the BBSW
Rate or AONIA Rate (as applicable) were references to that Fallback Rate. When calculating
interest in circumstances where the Final Fallback Rate applies, the amount of interest will be
calculated on the same basis as if the Applicable Benchmark Rate in effect immediately prior
to the application of that Final Fallback Rate remained in effect but with necessary
adjustments to substitute all references to that Applicable Benchmark Rate with
corresponding references to the Final Fallback Rate.
Subordinated Noteholders should note that APRA's approval may not be given for any
Fallback Rate, and any terms and other relevant methodology for calculating such Fallback
Rate (including any adjustment factor to the Fallback Rate) it considers to have the effect of
increasing the Rate of Interest contrary to applicable prudential standards.
5.7 Rate of Interest for Index Linked Interest Securities
The Rate of Interest in respect of Index Linked Interest Securities for each Interest Accrual
Period shall be determined in the manner specified in the relevant Pricing Supplement and
interest will accrue by reference to an Index or formula as specified in the relevant Pricing
Supplement.
5.8 Linear Interpolation
If the Pricing Supplement states that “Linear Interpolation” applies to an Interest Period, the
Calculation Agent must determine the Rate of Interest for that Interest Period using straight
line interpolation by reference to two rates determined using the Screen Rate Determination
or other floating rates, in each case, as specified in the Pricing Supplement. The first rate
must be determined as if the Interest Period were the period of time for which rates are
available next shorter than the length of the Interest Period (or any alternative Interest Period
specified in the Pricing Supplement). The second rate must be determined as if the Interest
Period were the period of time for which rates are available next longer than the length of the
Interest Period (or any alternative Interest Period specified in the Pricing Supplement).
5.9 Zero Coupon Securities
Where a Security, the Interest Basis of which is specified in the Pricing Supplement to be
Zero Coupon, is repayable prior to the Maturity Date and is not paid when due, the amount
due and payable prior to the Maturity Date shall be the Early Redemption Amount of such
Security, unless otherwise specified in the Pricing Supplement. As from the Maturity Date,
the Rate of Interest for any overdue principal of such a Security shall be a rate per annum
(expressed as a percentage) equal to the Amortisation Yield.
5.10 Accrual of Interest
Interest shall cease to accrue on each Security on the due date for redemption unless
payment is improperly withheld or refused, in which event interest shall continue to accrue (as
well after as before judgment) on the outstanding Principal Amount of the Security at the Rate
of Interest in the manner provided in this Condition 5 to the Relevant Date.
5.11 Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and
Redemption Amounts, Rate Multipliers and rounding
(a) If any Margin or Rate Multiplier is specified in the Pricing Supplement (either (x)
generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment
shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest for
the specified Interest Accrual Periods, in the case of (y), calculated in accordance
with 5 above by adding (if a positive number) or subtracting (if a negative number)
the absolute value of such Margin or multiplying by such Rate Multiplier, subject
always to the next paragraph.
(b) If any Maximum or Minimum Rate of Interest, Instalment Amount or Early, Final or
Optional Redemption Amount is specified in the Pricing Supplement, then any Rate

44
of Interest, Instalment Amount or Early, Final or Optional Redemption Amount shall
be subject to such maximum or minimum, as the case may be.
(c) Subject to the requirements of applicable law and, where the Securities are lodged in
the Austraclear System, the Austraclear Regulations, for the purposes of any
calculations required pursuant to these Conditions (unless otherwise specified), (x)
all percentages resulting from such calculations shall be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point (with halves being rounded
up), (y) all figures shall be rounded to seven decimal places (with halves being
rounded up) and (z) all currency amounts that fall due and payable shall be rounded
to the nearest cent (with one half cent being rounded up).
(d) The Pricing Supplement in respect of any Subordinated Notes must not specify a
Rate Multiplier, Maximum Rate of Interest, Minimum Rate of Interest or Instalment
Amount.
5.12 Calculations
The amount of interest payable in respect of any Security for any Interest Accrual Period
shall, subject where that Security is lodged in the Austraclear System, to the Austraclear
Regulations, be calculated by multiplying the product of the Rate of Interest and the
outstanding Principal Amount of such Security by the Day Count Fraction, unless an Interest
Amount (or a formula for its calculation) is specified in the Pricing Supplement in respect of
such period, in which case the amount of interest payable in respect of such Security for such
period shall equal such Interest Amount (or be calculated in accordance with such formula).
Where any Interest Period comprises two or more Interest Accrual Periods, the amount of
interest payable in respect of such Interest Period shall be the sum of the amounts of interest
payable in respect of each of those Interest Accrual Periods.
5.13 Determination and Publication of Rate of Interest, Interest Amounts, Early,
Final or Optional Redemption Amounts and Instalment Amounts
As soon as practicable after the Relevant Time on each Interest Determination Date or such
other time on such date as the Calculation Agent may be required to calculate any rate or
amount, obtain any quotation or make any determination or calculation, the Calculation Agent
shall:
(a) determine such rate and calculate the Interest Amounts in respect of each Specified
Denomination of the Securities for the relevant Interest Accrual Period;
(b) calculate the Final Redemption Amount, Early Redemption Amount, Instalment
Amount or Optional Redemption Amount;
(c) obtain such quotation or make such determination or calculation, as the case may
be; and
(d) cause:
(i) the Rate of Interest and the Interest Amounts for each Interest Accrual
Period and the relevant Interest Payment Date; and
(ii) if required to be calculated, the Final Redemption Amount, Early Redemption
Amount, Instalment Amount or Optional Redemption Amount,
to be notified to:
(A) the Issuer;

45
(B) the Registrar (which will then notify the Registered Holders of the
calculation as required by the Issuer to the address of the
Registered Holders recorded in the Register);
(C) any other Calculation Agent appointed in respect of the Securities
that is to make a further calculation upon receipt of such information;
and
(D) if the Securities are listed on a stock exchange and the rules of such
exchange so require, such exchange,
as soon as possible after their determination but in no event later than:
(iii) the commencement of the relevant Interest Accrual Period, if determined
prior to such time in the case of notification to such exchange of a Rate of
Interest and Interest Amount; or
(iv) in all other cases, the fourth Business Day after such determination.
Where any Interest Payment Date or Interest Accrual Period is subject to adjustment
pursuant to the application of a Business Day Convention, the Interest Amounts and
the Interest Payment Date so published may subsequently be amended (or
appropriate alternative arrangements made by way of adjustment) without notice in
the event of an extension or shortening of the Interest Accrual Period.
If the Securities become due and payable under Condition 15 (Events of Default), the
accrued interest and the Rate of Interest payable in respect of the Securities shall
nevertheless continue to be calculated as previously in accordance with this
Condition but no publication of the Rate of Interest or the Interest Amount so
calculated need be made.
The determination of any rate or amount, the obtaining of each quotation and the
making of each determination or calculation by the Calculation Agent(s) shall (in the
absence of manifest error) be final and binding upon all parties.
5.14 Calculation Agent and Reference Banks
(a) If the Pricing Supplement specifies that Reference Banks are applicable, the Issuer
shall procure that there shall at all times be four Reference Banks (or such other
number as may be required) with offices in the Relevant Financial Centre and for so
long as any Security is outstanding. If any Reference Bank (acting through its
relevant offices) is unable or unwilling to continue to act as a Reference Bank, then
the Issuer shall appoint another Reference Bank with an office in the Relevant
Financial Centre to act as such in its place.
(b) If the Conditions applicable to a Security contemplate the appointment of a
Calculation Agent in respect that Security:
(i) the Issuer shall procure that, at all times, and for so long as any such
Security is outstanding, one or more persons is appointed as Calculation
Agent;
(ii) the Issuer may appoint itself as Calculation Agent;
(iii) the Issuer may appoint more than one Calculation Agent in respect of the
Securities, and if it does so, references in these Conditions to the Calculation
Agent shall be construed as each Calculation Agent performing its respective
duties under the Conditions; and

46
(iv) if the Calculation Agent is a person other than the Issuer and is unable or
unwilling to act as such or if the Calculation Agent fails duly to establish the
Rate of Interest for an Interest Accrual Period or to calculate any Interest
Amount, Instalment Amount, Final Redemption Amount, Early Redemption
Amount or Optional Redemption Amount or to comply with any other
requirement in respect of a Security, except where the Conditions or Pricing
Supplement applicable to the Security otherwise provide, the Issuer shall
appoint a leading bank or investment banking firm engaged in the interbank
market (or, if appropriate, money, swap or over-the-counter index options
market) that is most closely connected with the calculation or determination
to be made by the Calculation Agent to act as such in its place. The
Calculation Agent may not resign its duties without a successor having been
appointed as aforesaid.
5.15 Certificates to be final
All certificates, communications, opinions, determinations, calculations, quotations and
decisions given, expressed, made or obtained for the purposes of the provisions of this
Condition 5 shall (in the absence of wilful default, bad faith or manifest error) be binding on
the Issuer, the Calculation Agent, the Registrar and all Registered Holders, and (in the
absence of wilful default, bad faith or manifest error) no liability to the Issuer or the Registered
Holders, shall attach to the Calculation Agent in connection with the exercise or non-exercise
by it of its powers, duties and discretions pursuant to such provisions.
5.16 Conditions of Payment – Subordinated Notes
Prior to the commencement of the winding-up of the Issuer (other than under or in connection
with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency):
(a) the obligations of the Issuer to make payments of principal of, any interest on, and
any other payments, including additional amounts, in respect of the Subordinated
Notes will be conditional on the Issuer being Solvent at the time of payment by the
Issuer; and
(b) no payment of principal of, any interest on, and any other payments, including
additional amounts, in respect of the Subordinated Notes shall be made unless the
Issuer is Solvent immediately after making the payment,
and if, pursuant to this Condition, the Issuer fails to make any payment of principal of, or
interest on, or any other payment, including additional amounts, in respect of any
Subordinated Note when due, such failure will not constitute an Event of Default for the
purposes of Condition 15.2(b).
A certificate signed by the Issuer, two authorised signatories or an auditor of the Issuer or, if
the Issuer is being wound up, its liquidator as to whether the Issuer is Solvent at any time is
(in the absence of wilful default, bad faith or manifest error) conclusive evidence of the
information contained in the certificate and will be binding on the Subordinated Noteholders.
In the absence of any such certificate, the Subordinated Noteholders are entitled to assume
(unless the contrary is proved) that the Issuer is Solvent at the time of, and will be Solvent
immediately after, any payment on or in respect of the Subordinated Notes.
6 Redemption, Purchase and Options
6.1 Redemption by Instalments and Final Redemption
(a) Unless previously redeemed, purchased and cancelled as provided in this Condition
6 or unless the relevant Instalment Date (being one of the dates so specified in the
Pricing Supplement) is extended pursuant to the Conditions or any provision of the
relevant Pricing Supplement, each Security that provides for Instalment Dates and
Instalment Amounts shall be partially redeemed on each Instalment Date at the
related Instalment Amount specified in the Pricing Supplement. The outstanding

47
Principal Amount of each such Security shall be reduced by the Instalment Amount
(or, if such Instalment Amount is calculated by reference to a proportion of the
Principal Amount of such Security, such proportion) for all purposes with effect from
the related Instalment Date, unless payment of the Instalment Amount is improperly
withheld or refused, in which case, such amount shall remain outstanding until the
Relevant Date relating to such Instalment Amount. A Subordinated Note will not
provide for redemption by instalments.
(b) Unless previously redeemed, purchased and cancelled as provided below or Written-
Off or Converted as provided in Condition 7 or its maturity is extended pursuant to
the Conditions or any provision of the relevant Pricing Supplement, each Security
shall be finally redeemed on the Maturity Date specified in the Pricing Supplement at
its Final Redemption Amount or, in the case of a Security falling within paragraph (a)
above, its final Instalment Amount.
6.2 Redemption for taxation reasons
If, as a result of any change in or amendment to the laws or regulations of Australia or any
political subdivision or any authority thereof or therein having power to tax, or any change in
the application or official interpretation of such laws or regulations, which change or
amendment becomes effective after the Issue Date (and in respect of any Subordinated Note,
which the Issuer did not expect as at the Issue Date of that Subordinated Note) of any
Security (as specified in the Pricing Supplement):
(a) in the case of any Note, the Issuer has or will become obliged to pay any additional
amounts as provided in Condition 13 (Taxation);
(b) in the case of any Subordinated Note only and if specified in the Pricing Supplement,
the Issuer or the consolidated tax group of which it is a member would be exposed to
more than a de minimis amount of other taxes, levies, imposts, charges and duties
(including stamp and transaction duties) imposed by any authority together with any
related interest, penalties and expenses in connection with them, assessments or
other governmental charges in connection with any Security; or
(c) in the case of any Subordinated Note only and if specified in the Pricing Supplement,
the Issuer determines that any interest payable on any Security is not, or may not be,
allowed as a deduction for the purposes of Australian income tax,
the Issuer may at its option, at any time (if the Security is neither a Floating Rate Security nor
an Index Linked Interest Security) or on any Interest Payment Date (in the case of Floating
Rate Securities or Index Linked Interest Securities) and subject to Condition 6.9 in the case of
any Subordinated Note, on giving not more than 60 nor less than 30 days’ notice to the
Registered Holders of the relevant Series (which notice shall be irrevocable) redeem all, but
not some only, of the Securities of the relevant Series at their Early Redemption Amount
together with interest accrued to the date fixed for redemption, provided where Condition
6.2(a) applies that no such notice of redemption shall be given earlier than 90 days prior to
the earliest date on which the Issuer would be obliged to pay additional amounts were a
payment in respect of the Securities then due. Prior to the publication of any notice of
redemption pursuant to this Condition 6.2, the Issuer shall deliver to the Registrar a certificate
signed by two persons each of whom is either a Director, a Senior Executive or an authorised
representative (or equivalent status) of the Issuer stating that the Issuer is entitled to effect
such redemption and setting forth a statement of the facts showing that the conditions
precedent to the right of the Issuer so to redeem have occurred.
6.3 Redemption of Subordinated Notes for regulatory reasons
If specified in the relevant Pricing Supplement, if a Regulatory Event occurs, the Issuer may
at its option, at any time (if the Subordinated Note is not a Floating Rate Security) or on any
Interest Payment Date (in the case of a Subordinated Note that is a Floating Rate Security)
and subject to Condition 6.9 on giving not more than 60 nor less than 30 days’ notice to the
Subordinated Noteholders of the relevant Series (which notice shall be irrevocable) redeem

48
all, but not some only, of the Subordinated Notes of the relevant Series at their Early
Redemption Amount together with interest accrued to the date fixed for redemption. Prior to
the publication of any notice of redemption pursuant to this Condition 6.3, the Issuer shall
deliver to the Registrar a certificate signed by two persons each of whom is either a Director,
a Senior Executive or an authorised representative (or equivalent status) of the Issuer stating
that the Issuer is entitled to effect such redemption and setting forth a statement of the facts
showing that the conditions precedent to the right of the Issuer so to redeem have occurred.
For the purposes of this Condition, “Regulatory Event” means the receipt by the directors of
the Issuer of:
(a) an opinion from a reputable legal counsel that as a result of any amendment to,
clarification of or change (including any announcement of a change that has been or
will be introduced) in, any law or regulation of Australia, or any official administrative
pronouncement or action or judicial decision interpreting or applying such laws or
regulations, which amendment, clarification or change is effective, or
pronouncement, action or decision is announced, after the Issue Date; or
(b) an official written statement from APRA,
that, in each case, the Issuer is not or will not be entitled to treat all Subordinated Notes of a
Series as Tier 2 Capital, provided that, in each case, on the Issue Date of the Subordinated
Notes, the Issuer did not expect that matters giving rise to the Regulatory Event would occur.
6.4 Early Redemption of Zero Coupon Securities
(a) The Early Redemption Amount payable in respect of any Zero Coupon Security that
does not bear interest prior to the Maturity Date, the Early Redemption Amount of
which is not linked to an index and/or a formula, upon redemption of such Security
pursuant to Condition 6.2, 6.5 or 6.6 or upon it becoming due and payable as
provided in Condition 15 (Events of Default), shall be the Amortised Face Amount
(calculated as provided below) of such Security unless otherwise specified in the
Pricing Supplement.
(b) Subject to the provisions of sub-paragraph (c) below, the “Amortised Face
Amount” of any such Security shall be the scheduled Final Redemption Amount of
such Security on the Maturity Date discounted to the date of its early redemption at a
rate per annum (expressed as a percentage) equal to the “Amortisation Yield”
(which, if none is set out in the Pricing Supplement, shall be such rate as would
produce an Amortised Face Amount equal to the Issue Price of the Securities if such
Securities were discounted back from the Maturity Date to the relevant Issue Date)
compounded annually. Where such calculation is to be made for a period of less than
one year, it shall be made on the basis of the Day Count Fraction set out in the
Pricing Supplement.
(c) If the Early Redemption Amount payable in respect of any such Security upon its
redemption pursuant to Condition 6.2, 6.5 or 6.6 or upon it becoming due and
payable as provided in Condition 15 (Events of Default), is not paid when due, the
Early Redemption Amount due and payable in respect of such Security shall be the
Amortised Face Amount of such Security as defined in sub-paragraph (b) above,
except that such sub-paragraph shall have effect as though the reference therein to
the date on which the Security becomes due and payable were replaced by a
reference to the Relevant Date. The calculation of the Amortised Face Amount in
accordance with this sub-paragraph shall continue to be made (after, as well as
before, judgment) until the Relevant Date, unless the Relevant Date falls on or after
the Maturity Date, in which case the amount due and payable shall be the scheduled
Final Redemption Amount of such Security on the Maturity Date together with any
interest that may accrue in accordance with Condition 5.10.

49
Where such calculation is to be made for a period of less than one year, it shall be made on
the basis of the Day Count Fraction.
6.5 Redemption at the Option of the Issuer and Exercise of the Issuer's Options
If a Call Option is included in the Pricing Supplement and subject to Condition 6.9 in the case
of any Subordinated Note, the Issuer may, on giving not less than five or more than 30 days’
irrevocable notice (subject to such other notice period as may be specified in the Pricing
Supplement under “Option Exercise Date”) to the Registered Holders redeem or exercise any
Issuer’s option (as may be described in the Pricing Supplement) in relation to all or, if so
provided, some of the Securities on any Optional Redemption Date (which, in the case of a
Subordinated Note, may not be before the fifth anniversary of the Issue Date of that
Subordinated Note). Any such redemption of Securities shall be at their Optional Redemption
Amount together with interest accrued to the date fixed for redemption. Any such redemption
or exercise of the Issuer's option shall just relate to Securities of a Principal Amount at least
equal to the Minimum Redemption Amount to be redeemed specified in the Pricing
Supplement and no greater than the Maximum Redemption Amount to be redeemed
specified in the Pricing Supplement.
All Securities in respect of which any such notice is given shall be redeemed, or the Issuer’s
option shall be exercised, on the date specified in such notice in accordance with this
Condition.
In the case of a partial redemption or a partial exercise of an Issuer’s option, the notice to
Registered Holders shall also contain details of the Principal Amount of Securities to be
redeemed or in respect of which such option has been exercised, which shall have been
drawn in such place as may be fair and reasonable in the circumstances, having regard to
prevailing market practices and in such manner as it deems appropriate, subject to
compliance with any applicable laws and stock exchange requirements.
6.6 Redemption at the Option of Registered Holders and Exercise of Registered
Holders' Options
If a Put Option is specified in the Pricing Supplement, the Issuer shall, at the option of the
Registered Holder of such Security, upon the Registered Holder of such Security giving not
less than 15 nor more than 30 days’ notice to the Issuer (subject to such other notice period
as may be specified in the Pricing Supplement under “Option Exercise Date”), redeem such
Security on the Optional Redemption Date(s) so provided at its Optional Redemption Amount
together with interest accrued to the date fixed for redemption. No such notice may be
withdrawn without the prior consent of the Issuer or if, prior to the due date for its redemption
or the exercise of the option, the relevant Security becomes immediately due and payable.
To exercise such option or any other Registered Holder’s option that may be set out in the
Pricing Supplement, the Registered Holder must complete, sign and deliver to the Registrar
within the notice period, a redemption notice (in the form obtainable from the Registrar)
together with any Certificate held by the Registered Holder relating to the Securities to be
transferred and such evidence as the Registrar may require to establish the rights of that
Registered Holder to the relevant Securities.
A Put Option may not be specified in the Pricing Supplement in respect of Subordinated
Notes.
6.7 Purchases
The Issuer is taken to represent as at the date of issue of each Security, that it does not know
or have any reasonable grounds to suspect that that Security or any interest in or right in
respect of that Security is being or will later be, acquired either directly or indirectly by an
Offshore Associate of the Issuer acting other than in the capacity of a dealer, manager or
underwriter in relation to the placement of the Securities or a clearing house, custodian, funds
manager or responsible entity of a registered scheme within the meaning of the Corporations
Act.

50
The Issuer and:
(a) in the case of the Subordinated Notes, any of its Related Entities; and
(b) in any other case, any of its subsidiaries,
may, to the extent permitted by applicable laws and regulations and subject to Condition 6.9 in
the case of any Subordinated Note, at any time purchase Securities in the open market or
otherwise. Securities purchased by the Issuer, any of its Related Entities or any of its
subsidiaries may be surrendered by the purchaser through the Issuer to the Registrar for
cancellation or, may be held or resold, in each case at the option of the Issuer, the relevant
Related Entity or the relevant subsidiary. In the event that Securities are purchased by the
Issuer, any of its Related Entities or any of its subsidiaries but not cancelled the Issuer, the
relevant Related Entity or the relevant subsidiary will relinquish any voting rights in respect of
those purchased Securities.
6.8 Cancellation
All Securities redeemed by the Issuer or surrendered by the purchaser through the Issuer for
cancellation shall be surrendered for cancellation by the Issuer or purchaser notifying the
Registrar and surrendering to the Registrar any Certificates held by the Registered Holder
relating to the Securities to be cancelled by the Registrar and if so surrendered, the Securities
will be cancelled forthwith. Any Securities so surrendered for cancellation may not be
reissued or resold and the obligations of the Issuer in respect of any such Securities shall be
discharged.
6.9 Consent of APRA
Notwithstanding anything to the contrary in this Condition 6, the Issuer may not:
(a) redeem any Subordinated Notes under Conditions 6.2, 6.3 or 6.5 above; or
(b) prior to the Maturity Date purchase, or procure that any of its Related Entities
purchase, any Subordinated Notes under Condition 6.7 above without the prior
written approval of APRA. In addition, the prior written approval of APRA is required
to modify, abrogate, amend, waive, vary or compromise the terms of any Series of
Subordinated Notes where such action may affect the eligibility of such Subordinated
Notes as Tier 2 Capital.
Subordinated Noteholders should not expect that APRA’s approval will be given for any
redemption or purchase of Subordinated Notes.
6.10 Conditions to redemption for Subordinated Notes
Without limiting Condition 6.9, the Issuer will not be permitted to redeem any Subordinated
Note unless the Subordinated Note is replaced concurrently or beforehand with Regulatory
Capital of the same or better quality and the replacement of the Subordinated Note is done
under conditions that are sustainable for the Issuer’s income capacity or APRA is satisfied
that the Issuer’s capital position at Level 1, Level 2 and, if applicable, Level 3 is well above its
minimum capital requirements after the Issuer elects to redeem the Subordinated Note.
7 Conversion or Write-Off of Subordinated Notes on Non-
Viability Trigger Event
7.1 Application to Subordinated Notes only
(a) Conditions 7, 8 and 9 apply only to Subordinated Notes. Schedule A and Schedule B
to these Conditions (including the defined terms contained in the relevant Schedule)
shall be deemed to form part of, and be incorporated in, Conditions 7 and 8.
(b) For these purposes:

51
(i) Schedule A to these Conditions shall apply to a Subordinated Note that is
issued at any time prior to the Approved NOHC Substitution Date, until such
time as an amendment is made to such Subordinated Notes in accordance
with Condition 10.2(c) in connection with the Scheme of Arrangement; and
(ii) Schedule B to these Conditions shall apply:
(A) to a Subordinated Note that is issued at any time on or after the
Approved NOHC Substitution Date (whether the relevant
Subordinated Note is issued before or after that date); and
(B) to any Subordinated Notes issued before that date that have been
amended in accordance with Condition 10.2(c) in connection with
the Scheme of Arrangement; and
and references herein to "the relevant Schedule" shall be construed
accordingly.
(c) The "Approved NOHC Substitution Date" means the date identified as such in a
written notice published on ASX and given to the holders of Subordinated Notes, as
the later of the date on which (i) the restructure of the Issuer Group that is the subject
of the Scheme of Arrangement is implemented; and (ii) the date on which the Deed
of Undertaking is entered into by ANZ NOHC.
(d) The "Scheme of Arrangement" means the scheme of arrangement under Part 5.1
of the Corporations Act that is the subject of the explanatory memorandum issued by
the Issuer on or about 26 October 2022 and registered by ASIC for the purposes of
subsection 412(6) of the Corporations Act.
7.2 Non-Viability Trigger Event
A “Non-Viability Trigger Event” means the earlier of:
(a) the issuance to the Issuer of a written determination from APRA that conversion or
write-off of Relevant Securities is necessary because, without it, APRA considers that
the Issuer would become non-viable; or
(b) a determination by APRA, notified to the Issuer in writing, that without a public sector
injection of capital, or equivalent support, the Issuer would become non-viable,
each such determination being a “Non-Viability Determination”.
7.3 Conversion or Write-Off of Subordinated Notes on Trigger Event Date
If a Non-Viability Trigger Event occurs:
(a) on the Trigger Event Date, subject only to Condition 8.5, such Principal Amount of
the Subordinated Notes will immediately Convert or be Written-Off (whichever is
applicable as specified in the Pricing Supplement) as is required by the Non-Viability
Determination provided that:
(i) where the Non-Viability Trigger Event occurs under Condition 7.2(a) and
such Non-Viability Determination does not require all Relevant Securities to
be converted into Ordinary Shares or written-off, such Principal Amount of
the Subordinated Notes shall Convert or be Written-Off (whichever is
applicable as specified in the Pricing Supplement) as is sufficient
(determined by the Issuer in accordance with Condition 7.3(b) to satisfy
APRA that the Issuer is viable without further conversion or write-off; and

52
(ii) where the Non-Viability Trigger Event occurs under Condition 7.2(b), all the
Principal Amount of the Subordinated Notes will immediately Convert or be
Written-Off (whichever is applicable as specified in the Pricing Supplement).
(b) the Issuer will determine the Principal Amount of Subordinated Notes which must be
Converted or Written-Off (as applicable) in accordance with Condition 7.3(a)(i), on
the following basis:
(i) first, convert into Ordinary Shares or write-off all Relevant Tier 1 Securities;
and
(ii) secondly, if conversion into Ordinary Shares or write-off of all Relevant Tier 1
Securities is not sufficient to satisfy the requirements of Condition 7.3(a)(i)
(and provided that as a result of the conversion or write-off of Relevant Tier 1
Capital Securities APRA has not withdrawn the Non-Viability Determination),
Convert or Write-Off (as applicable) a Principal Amount of Subordinated
Notes and convert into Ordinary Shares or write-off a number or principal
amount of other Relevant Tier 2 Securities on an approximately pro-rata
basis or in a manner that is otherwise, in the opinion of the Issuer, fair and
reasonable (subject to such adjustment as the Issuer may determine to take
into account the effect on marketable parcels and the need to round to whole
numbers the number of Ordinary Shares and the authorised denominations
of the Principal Amount of any Subordinated Note or the number or principal
amount of other Relevant Tier 2 Securities remaining on issue, and the need
to effect the conversion immediately) and, for the purposes of this Condition
7.3(b)(ii), where the specified currency of the principal amount of Relevant
Tier 2 Securities is not the same for all Relevant Tier 2 Securities, the Issuer
may treat them as if converted into a single currency of the Issuer’s choice at
such rate of exchange as the Issuer in good faith considers reasonable,
provided that such determination does not impede or delay the immediate
Conversion or Write-Off (as applicable) of the relevant Principal Amount of
Subordinated Notes;
(c) on the Trigger Event Date, the Issuer shall determine the Subordinated Notes or
portions thereof as to which the Conversion or Write-Off (as applicable) is to take
effect and in making that determination may make any decisions with respect to the
identity of the Subordinated Noteholders at that time as may be necessary or
desirable to ensure Conversion or Write-off (as applicable) occurs in an orderly
manner, including disregarding any transfers of Subordinated Notes that have not
been settled or registered at that time provided that such determination does not
impede or delay the immediate Conversion or Write-Off (as applicable) of the
relevant Principal Amount of Subordinated Notes;
(d) the Issuer must give notice of its determination pursuant to Condition 7.3(c) (a
“Trigger Event Notice”) as soon as practicable to the Subordinated Noteholders,
which must specify:
(i) the Trigger Event Date;
(ii) the Principal Amount of the Subordinated Notes Converted or Written-Off (as
applicable); and
(iii) the relevant number or principal amount of other Relevant Securities
converted or written-off;
(e) none of the following events shall prevent, impede or delay the Conversion or Write-
Off (as applicable) of Subordinated Notes as required by Condition 7.3(a):

53
(i) any failure or delay in the conversion or write-off of other Relevant
Securities;
(ii) any failure or delay in giving a Trigger Event Notice;
(iii) any failure or delay by a Subordinated Noteholder or any other party in
complying with the provisions of Condition 7.4;
(iv) any requirement to select or adjust the number or Principal Amount of
Subordinated Notes to be Converted or Written-Off (as applicable) in
accordance with Condition 7.3(b)(ii) or 7.3(c); and
(v) in the case of Conversion only, any failure or delay in quotation of Ordinary
Shares to be issued on Conversion.
If a Non-Viability Determination takes effect, the Issuer must perform the obligations in
respect of the determination immediately on the day it is received by the Issuer, whether or
not such day is a Business Day.
7.4 Conversion or Write-Off of a whole or of a portion of a Subordinated Note
(a) Subordinated Notes to which Schedule A applies:
If a Principal Amount of a Subordinated Note to which Schedule A applies is required
to be Converted or Written-Off, the following provisions apply:
(i) the Issuer shall notify the Registrar of the Principal Amount of such
Subordinated Note that has been Converted or Written-Off (whether in whole
or in part) and instruct the Registrar to reflect this Conversion or Write-Off
(as applicable) in the Register so that the Principal Amount of such
Subordinated Note is reduced, in the case of a Subordinated Note
Converted or Written-Off in whole, to zero, or, in the case of a Subordinated
Note which is Converted or Written-Off in part, to an amount equal to the
non-Converted or non-Written-Off (as applicable) portion of the Principal
Amount of such Subordinated Note;
(ii) in the case of a Subordinated Note which is Converted or Written-Off only in
part:
(A) where the date of the Conversion or Write-off is not an Interest
Payment Date, the amount of interest payable in respect of that
Subordinated Note on each Interest Payment Date falling after that
date will be reduced and calculated on the Principal Amount of that
Subordinated Note as reduced on that date;
(B) for the purposes of any interest calculation, the Interest Amount, the
Fixed Coupon Amount, the Broken Amount and any related amount
in respect of that Subordinated Note shall be reduced in the same
proportion as the Principal Amount Converted or Written-Off in
respect of that Subordinated Note bears to the Principal Amount of
that Subordinated Note before such Conversion or Write-Off;
(C) the Early Redemption Amount, the Final Redemption Amount, the
Optional Redemption Amount, the Specified Denomination and
Principal Amount or any related amount shall be reduced in the
same proportion as the Principal Amount Converted or Written-Off in
respect of that Subordinated Note bears to the Principal Amount of
that Subordinated Note before such Conversion or Write-Off; and

54
(iii) if a Certificate has been issued to the relevant Subordinated Noteholder in
respect of such Subordinated Note, then, if the Issuer so requires, such
Subordinated Noteholder shall surrender such Certificate to the Issuer (or, if
the Issuer so directs, to the Registrar) and, in the case of a Subordinated
Note which is Converted or Written- Off only in part, the Issuer shall deliver
to the Subordinated Noteholder, a new Certificate for a Subordinated Note
with a Principal Amount equal to the non-Converted or non-Written-Off (as
applicable) portion of the Principal Amount of such Subordinated Note.
(b) Subordinated Notes to which Schedule B applies
If a Principal Amount of a Subordinated Note to which Schedule B applies is required
to be Converted or Written-Off, the following provisions apply:
(i) The Issuer shall notify the Registrar of the Principal Amount of such
Subordinated Note that has been Converted or Written-Off (whether in whole
or in part) and instruct the Registrar to reflect this Conversion or Write-Off
(as applicable) in the Register so that the Principal Amount of such
Subordinated Note is reduced, in the case of a Subordinated Note
Converted or Written-Off in whole, to zero, or, in the case of a Subordinated
Note which is Converted or Written-Off in part, to an amount equal to the
non-Converted or non-Written-Off (as applicable) portion of the Principal
Amount of such Subordinated Note;
(ii) in the case of a Subordinated Note which is Converted or Written-Off only in
part:
(A) the Principal Amount of the Subordinated Note will be reduced to an
amount equal to the non-Converted or non-Written-Off portion (as
applicable) of the Principal Amount of such Subordinated Note;
(B) ANZ NOHC will be taken to hold (as a result of the transfer in
accordance with Schedule B) a new Subordinated Note with a
principal amount equal to the Converted or Written-Off portion (as
applicable) of the Principal Amount of the original Subordinated
Note, and on terms otherwise identical to the terms of such
Subordinated Note (the "Affected Subordinated Note");
(C) where the date of the Conversion or Write-off is not an Interest
Payment Date, the amount of interest payable in respect of that
Subordinated Note on each Interest Payment Date falling after that
date will be reduced and calculated on the Principal Amount of that
Subordinated Note as reduced on that date;
(D) for the purposes of any interest calculation, the Interest Amount, the
Fixed Coupon Amount, Broken Amount, the Calculation Amount and
any related amount in respect of that Subordinated Note shall be
reduced in the same proportion as the Principal Amount Converted
or Written-Off in respect of that Subordinated Note bears to the
Principal Amount of that Subordinated Note before such Conversion
or Write-Off;
(E) the Early Redemption Amount, the Final Redemption Amount, the
Optional Redemption Amount, the Specified Denomination and
Principal Amount or any related amount shall be reduced in the
same proportion as the Principal Amount Converted or Written-Off in
respect of that Subordinated Note bears to the Principal Amount of
that Subordinated Note before such Conversion or Write-Off;

55
(iii) if a Certificate has been issued to the relevant Subordinated Noteholder in
respect of such Subordinated Note, then, if the Issuer so requires, such
Subordinated Noteholder shall surrender such Certificate to the Issuer (or, if
the Issuer so directs, to the Registrar) and, in the case of a Subordinated
Note which is Converted or Written-Off only in part, the Issuer shall deliver to
the Subordinated Noteholder, a Certificate for a Subordinated Note with a
Principal Amount equal to the non-Converted or non-Written-Off (as
applicable) portion of the Principal Amount of such Subordinated Note; and
(iv) each Subordinated Noteholder irrevocably authorises the Issuer to sign any
document or transfer or do any other thing as may in the Issuer’s opinion be
necessary or desirable to effect any transfer of the Subordinated Notes the
subject of the Conversion.
8 Conversion of Subordinated Notes
8.1 Conversion of Subordinated Notes on Trigger Event Date
Unless "Write-Off – Applicable" is specified in the relevant Pricing Supplement, Condition 8
shall apply to the Subordinated Notes and, notwithstanding any other provision in these
Conditions, on the Trigger Event Date the relevant Principal Amount (as determined under
Condition 7.3) of the Subordinated Notes will Convert immediately and irrevocably.
On and from the Trigger Event Date, subject to Conditions 8.5 and 8.6(c)(iii), the Issuer or
ANZ NOHC (as applicable) shall treat any Subordinated Noteholder of any Subordinated
Note or portion thereof which is required to be Converted as the holder of the relevant
number of Ordinary Shares and will take all such steps, including updating any register,
required to record the Conversion and the issuance of such Ordinary Shares.
8.2 Provision of information
Where a Principal Amount of Subordinated Notes is required to be Converted under
Condition 8, a Subordinated Noteholder of Subordinated Notes or portion thereof that are
subject to Conversion wishing to receive Ordinary Shares must, no later than the Trigger
Event Date (or, in the case where Condition 8.4(f) applies, within 30 days of the date on
which Ordinary Shares are issued upon such Conversion), have provided to the Issuer:
(a) its name and address (or the name and address of any person in whose name it
directs the Ordinary Shares to be issued) for entry into any register of title and receipt
of any certificate or holding statement in respect of any Ordinary Shares;
(b) the security account details of such Subordinated Noteholder in CHESS or such
other account to which the Ordinary Shares may be credited; and
(c) such other information as is reasonably requested by the Issuer for the purposes of
enabling it (or, where a Conversion is required following the Approved NOHC
Substitution Date and Schedule B applies, ANZ NOHC) to issue the Conversion
Number of Ordinary Shares to such Subordinated Noteholder,
and the Issuer has no duty to seek or obtain such information.
8.3 Failure to Convert
Subject to Condition 8.4 and Condition 8.5, if, in respect of a Conversion of Subordinated
Notes, the Issuer (or, where a Conversion is required following the Approved NOHC
Substitution Date and Schedule B applies, ANZ NOHC) fails to issue, on the Trigger Event
Date, the Conversion Number of Ordinary Shares in respect of the relevant Principal Amount
of such Subordinated Notes to, or in accordance with the instructions of, the relevant
Subordinated Noteholder on the Trigger Event Date or any other nominee where Condition
8.4 applies, the Principal Amount of such Subordinated Notes which would otherwise be
subject to Conversion shall remain on issue and outstanding until:

56
(a) the Ordinary Shares are issued to, or in accordance with the instructions of, the
Subordinated Noteholder of such Subordinated Notes; or
(b) such Subordinated Notes are Written-Off in accordance with these Conditions;
provided that the sole right of the Subordinated Noteholder in respect of Subordinated Notes
or portion thereof that are subject to Conversion is its right to be issued Ordinary Shares upon
Conversion (subject to its compliance with Condition 8.2 or to receive the proceeds from their
sale pursuant to Condition 8.4, as applicable) and the remedy of such Subordinated
Noteholder in respect of the Issuer’s (or, where a Conversion is required following the
Approved NOHC Substitution Date and Schedule B applies, ANZ NOHC's) failure to issue the
Ordinary Shares is limited (subject always to Condition 8.5) to seeking an order for specific
performance of the Issuer’s (or, where a Conversion is required following the Approved
NOHC Substitution Date and Schedule B applies, ANZ NOHC's) obligation to issue the
Ordinary Shares to the Subordinated Noteholder or where Condition 8.4 applies to the
nominee and to receive such proceeds of sale, in each case, in accordance with the terms of
the Subordinated Notes. This Condition 8.3 does not affect the obligation of the Issuer (or,
where a Conversion is required following the Approved NOHC Substitution Date and
Schedule B applies, ANZ NOHC) to issue the Ordinary Shares when required in accordance
with these Conditions.
8.4 Issue to nominee
If, in respect of a Subordinated Note and a Subordinated Noteholder of that Subordinated
Note, the Subordinated Note or portion thereof is required to be Converted and:
(a) the Subordinated Noteholder has notified the Issuer that it does not wish to receive
Ordinary Shares as a result of the Conversion (whether entirely or to the extent
specified in the notice), which notice may be given at any time prior to the Trigger
Event Date;
(b) the Subordinated Notes are held by a Subordinated Noteholder whose address in the
register is a place outside Australia or who the Issuer otherwise believes may not be
a resident of Australia (a “Foreign Holder”);
(c) for any reason (whether or not due to the fault of the Subordinated Noteholder) the
Issuer has not received the information required by Condition 8.2 prior to the Trigger
Event Date and the lack of such information would prevent the Issuer (or, where a
Conversion is required following the Approved NOHC Substitution Date and
Schedule B applies, ANZ NOHC) from issuing the Ordinary Shares to the
Subordinated Noteholder on the Trigger Event Date; or
(d) a FATCA Withholding is required to be made in respect of the Ordinary Shares
issued on Conversion,
then, on the Trigger Event Date:
(e) where Condition 8.4(a), 8.4(b) or 8.4(d) applies, the Issuer (or, where a Conversion is
required following the Approved NOHC Substitution Date and Schedule B applies,
ANZ NOHC) shall issue the Ordinary Shares to the Subordinated Noteholder only to
the extent (if at all) that:
(i) where Condition 8.4(a) applies, the Subordinated Noteholder has notified the
Issuer that it wishes to receive them;
(ii) where Condition 8.4(b) applies, the Issuer is satisfied that the laws of both
Australia and the Foreign Holder’s country of residence permit the issue of
Ordinary Shares to the Foreign Holder (but as to which the Issuer is not
bound to enquire), either unconditionally or after compliance with conditions

57
which the Issuer in its absolute discretion regards as acceptable and not
unduly onerous; and
(iii) where Condition 8.4(d) applies, the issue is net of the FATCA Withholding;
and, to the extent the Issuer (or, where a Conversion is required following the
Approved NOHC Substitution Date and Schedule B applies, ANZ NOHC) is not
obliged to issue Ordinary Shares to the Subordinated Noteholder, the Issuer (or,
where a Conversion is required following the Approved NOHC Substitution Date and
Schedule B applies, ANZ NOHC) will issue the balance of the Ordinary Shares to the
nominee in accordance with Condition 8.4(f); and
(f) otherwise, subject to applicable law, the Issuer (or, where a Conversion is required
following the Approved NOHC Substitution Date and Schedule B applies, ANZ
NOHC) will issue the balance of Ordinary Shares in respect of the Subordinated
Noteholder to a competent nominee (which may not be the Issuer or any of its
Related Entities) and will promptly notify such Subordinated Noteholder of the name
of and contact information for the nominee and the number of Ordinary Shares
issued to the nominee on its behalf and, subject to applicable law and:
(i) subject to Condition 8.4(f)(ii), the nominee will as soon as reasonably
possible and no later than 35 days after issue of the Ordinary Shares sell
those Ordinary Shares and pay a cash amount equal to the net proceeds
received, after deducting any applicable brokerage, stamp duty and other
taxes and charges, to the Subordinated Noteholder;
(ii) where Condition 8.4(c) applies, the nominee will hold such Ordinary Shares
and will transfer Ordinary Shares to such Subordinated Noteholder promptly
after such Subordinated Noteholder provides the nominee with the
information required to be provided by such Subordinated Noteholder under
Condition 8.2 (as if a reference in Condition 8.2 to the Issuer is a reference
to the nominee and a reference to the issue of Ordinary Shares is a
reference to the transfer of Ordinary Shares) but only where such information
is provided to the nominee within 30 days of the date on which Ordinary
Shares are issued to the nominee upon Conversion of such Subordinated
Note and failing which the nominee will sell the Ordinary Shares and pay the
proceeds to such Subordinated Noteholder in accordance with Condition
8.4(f)(i); and
(iii) where Condition 8.4(d) applies, the nominee shall deal with Ordinary Shares
the subject of a FATCA Withholding and any proceeds of their disposal in
accordance with FATCA;
(g) nothing in this Condition 8.4 shall affect the Conversion of the Subordinated Notes of
a Subordinated Noteholder who is not a person to which any of Condition 8.4(a)to
8.4(d) (inclusive) applies; and
(h) for the purposes of this Condition 8.4, none of the Issuer, ANZ NOHC or the nominee
owes any obligations or duties to the Subordinated Noteholders in relation to the
price at which Ordinary Shares are sold or has any liability for any loss suffered by a
Subordinated Noteholder as a result of the sale of Ordinary Shares.
8.5 Write-Off of Subordinated Notes if Conversion is not effected within 5
Business Days after a Trigger Event Date
Notwithstanding any other provision of Condition 8 and provided that "Write-Off – Applicable"
is not specified in the relevant Pricing Supplement, where Subordinated Notes are required to
be Converted on the Trigger Event Date and Conversion of the relevant Principal Amount of
the Subordinated Notes that are subject to Conversion has not been effected within five

58
Business Days after the relevant Trigger Event Date for any reason (including an Inability
Event):
(a) the relevant Principal Amount of each Subordinated Note which, but for this
Condition 8.5, would be Converted, will not be Converted and instead will be Written-
Off with effect on and from the Trigger Event Date; and
(b) the Issuer shall notify the Subordinated Noteholders as promptly as practically
possible that Conversion of the relevant Principal Amount of the Subordinated Notes
has not occurred and that such Principal Amount of the Subordinated Notes has
been Written-Off.
8.6 Subordinated Noteholder acknowledgements
Each Subordinated Noteholder irrevocably:
(a) consents to becoming a member of the Issuer (or, where a Conversion is required
following the Approved NOHC Substitution Date and Schedule B applies, ANZ
NOHC) upon the Conversion of the relevant Principal Amount of Subordinated Notes
as required by this Condition 8 and agrees to be bound by the constitution of the
Issuer (or, where a Conversion is required following the Approved NOHC Substitution
Date and Schedule B applies, ANZ NOHC), in each case in respect of the Ordinary
Shares issued to such Subordinated Noteholder on Conversion;
(b) acknowledges and agrees that it is obliged to accept Ordinary Shares upon a
Conversion of the Principal Amount Subordinated Notes it holds notwithstanding
anything that might otherwise affect a Conversion of such Principal Amount of
Subordinated Notes including:
(i) any change in the financial position of the issuer of Ordinary Shares,
whether the Issuer or ANZ NOHC, since the issue of such Subordinated
Notes;
(ii) any disruption to the market or potential market for the Ordinary Shares or to
capital markets generally; or
(iii) any breach by the Issuer or, from the Approved NOHC Substitution Date, the
Issuer or ANZ NOHC, of any obligation in connection with such Subordinated
Notes;
(c) acknowledges and agrees that where Condition 7.3 applies:
(i) there are no other conditions to a Non-Viability Trigger Event occurring as
and when provided in Condition 7.2;
(ii) Conversion must occur immediately on the occurrence of a Non-Viability
Trigger Event and that may result in disruption or failures in trading or
dealings in the Subordinated Notes;
(iii) it will not have any rights to vote in respect of any Conversion and that the
Subordinated Note does not confer a right to vote at any meeting of
members of the Issuer or, from the Approved NOHC Substitution Date, the
Issuer or ANZ NOHC; and
(iv) the Ordinary Shares issued on Conversion may not be quoted at the time of
issue, or at all;
(d) acknowledges and agrees that where Condition 8.5 applies, no conditions or events
will affect the operation of that Condition and such Subordinated Noteholder will not
have any rights to vote in respect of any Write-Off under that Condition and has no

59
claim against the Issuer or, from the Approved NOHC Substitution Date, the Issuer or
ANZ NOHC, arising in connection with the application of that Condition;
(e) acknowledges and agrees that such Subordinated Noteholder has no right to request
a Conversion of any Principal Amount of any Subordinated Notes or to determine
whether (or in what circumstances) the Principal Amount of Subordinated Notes it
holds is Converted;
(f) acknowledges and agrees that none of the following shall prevent, impede or delay
the Conversion or (where relevant) Write-Off of the Principal Amount of Subordinated
Notes:
(i) any failure to or delay in the conversion or write-off of other Relevant
Securities;
(ii) any failure or delay in giving a Trigger Event Notice or other notice required
by this Condition 8;
(iii) any failure or delay in quotation of the Ordinary Shares to be issued on
Conversion;
(iv) any failure or delay by a Subordinated Noteholder or any other party in
complying with the provisions of Condition 7.4;
(v) any requirement to select or adjust the number or Principal Amount of
Subordinated Notes to be Converted in accordance with Condition 7.3(b)(ii)
or 7.3(c); and
(g) where Schedule B applies to the Conversion of a Subordinated Note, acknowledges
and agrees that if, in respect of a Conversion, ANZ NOHC has issued the Conversion
Number of Ordinary Shares to the holder of Subordinated Notes but the
Subordinated Note or portion thereof has not been transferred free from
encumbrance to the Transferee, the Subordinated Note or such portion shall be
Written-Off in accordance with Condition 8.7 without prejudice to the issue of the
Ordinary Shares.
8.7 Meaning of “Written-Off”
For the purposes of Condition 8, “Written-Off” shall mean that, in respect of a Subordinated
Note or portion thereof that is otherwise subject to Conversion and a Trigger Event Date:
(a) the Subordinated Note or portion thereof that is otherwise subject to Conversion will
not be Converted on that date and will not be Converted or redeemed under these
Conditions on any subsequent date; and
(b) with effect on and from the Trigger Event Date, the rights of the relevant
Subordinated Noteholder of the Subordinated Note or portion thereof (including any
right to receive any payment thereunder including payments of principal and interest
both in the future and accrued but unpaid as at the Trigger Event Date) in relation to
such Subordinated Note or portion thereof are immediately and irrevocably
terminated and written-off; and
“Write-Off” has a corresponding meaning.
9 Write-Off of Subordinated Notes
9.1 Write-Off of Subordinated Notes on Trigger Event Date
If "Write-Off – Applicable" is specified in the relevant Pricing Supplement, Condition 9 shall
apply to the Subordinated Notes and on the Trigger Event Date the rights of the Subordinated

60
Noteholder of the relevant Subordinated Notes in relation to the relevant Principal Amount (as
determined under Condition 7.3) of the Subordinated Notes are Written-Off (as that term is
defined for the purposes of Condition 9).
Each Subordinated Noteholder irrevocably acknowledges and agrees that no conditions or
events will affect the operation of this Condition 9 and such Subordinated Noteholder will not
have any rights to vote in respect of any Write-Off under this Condition 9.1.
9.2 Meaning of “Written-Off”
For the purposes of this Condition 9, “Written-Off” shall mean that, in respect of a
Subordinated Note or portion thereof and a Trigger Event Date, the rights of the relevant
Subordinated Noteholder (including any right to receive any payment thereunder including
payments of principal and interest both in the future and accrued but unpaid as at the Trigger
Event Date) in relation to such Subordinated Note or portion thereof are immediately and
irrevocably terminated and written-off, and “Write-Off” has a corresponding meaning.
10 Substitution of Issuer
10.1 Application of this Conditions
Unless "Write-Off – Applicable" is specified in the relevant Pricing Supplement, this Condition
10 shall apply to the Subordinated Notes.
10.2 Substitution of Approved NOHC
Where:
(a) either of the following occurs:
(i) a takeover bid is made to acquire all or some of the Ordinary Shares and
such offer is, or becomes, unconditional and either:
(A) the bidder has at any time during the offer period, a relevant interest
in more than 50% of the Ordinary Shares on issue; or
(B) the directors of the Issuer (or, where a Conversion is required
following the Approved NOHC Substitution Date and Schedule B
applies, ANZ NOHC), acting as a board, issue a statement that at
least a majority of its directors who are eligible to do so have
recommended acceptance of such offer (in the absence of a higher
offer); or
(ii) a court orders the holding of meetings to approve a scheme of arrangement
under Part 5.1 of the Corporations Act, which scheme would result in a
person having a relevant interest in more than 50% of the Ordinary Shares
that will be on issue after the scheme is implemented and:
(A) all classes of members of the Issuer (or, where a Conversion is
required following the Approved NOHC Substitution Date and
Schedule B applies, ANZ NOHC) pass all resolutions required to
approve the scheme by the majorities required under the
Corporations Act, to approve the scheme; and
(B) an independent expert issues a report that the proposals in
connection with the scheme are in the best interests of the holders
of Ordinary Shares; and
(b) the bidder or the person having a relevant interest in the Ordinary Shares in the
Issuer (or, where a Conversion is required following the Approved NOHC Substitution
Date and Schedule B applies, ANZ NOHC) after the scheme is implemented (or any

61
entity that Controls the bidder or the person having the relevant interest) is an
Approved NOHC,
then the Issuer without further authority, assent or approval of the Subordinated Noteholders
may (but with the prior written approval of APRA):
(c) in the case of a Subordinated Note to which Schedule A applies, amend these
Conditions such that Schedule B applies to such Subordinated Note (and such
Subordinated Note is treated as a Subordinated Note to which Schedule B applies for
all purposes) with effect on and from the Approved NOHC Substitution Date; and
(d) in the case of a Subordinated Note to which Schedule B applies, amend these
Conditions such that, unless APRA otherwise agrees, on the date the Principal
Amount of Subordinated Notes is to be Converted:
(i) each Subordinated Note that is being Converted in whole will be
automatically transferred by each holder of such Subordinated Note free
from encumbrance to the Approved NOHC (or another member of the Issuer
Group which is a holding company of the Issuer) (the "Transferee") on the
date the Conversion is to occur;
(ii) in respect of each Subordinated Note that is being Converted only in part, on
the date the Conversion is to occur:
(A) the Principal Amount of the Subordinated Note that is being
Converted shall be reduced to an amount equal to the non-
Converted portion of the Principal Amount of such Subordinated
Note in accordance with Condition 7.4; and
(B) the Approved NOHC will be taken to hold a new Subordinated Note
with a Principal Amount equal to the Converted portion of the
Principal Amount of the Subordinated Note being Converted,
provided that any failure or delay by a Subordinated Noteholder or any other
party in complying with the provisions of Condition 10.2(d)(ii) shall not
prevent, impede or delay the Conversion or Write-Off of Subordinated Notes;
(iii) each holder (or a nominee in accordance with Condition 8.2 or 8.4 (as
applicable), which provisions shall apply, mutatis mutandis, to such
Approved NOHC Ordinary Shares) of the Subordinated Note or portion
thereof being Converted will be issued a number of Approved NOHC
Ordinary Shares equal to the Conversion Number and the provisions of the
relevant Schedule to these Conditions shall apply (with any necessary
changes) to the determination of the number of such Approved NOHC
Ordinary Shares;
(iv) as between the Issuer and the Transferee, each Subordinated Note held by
the Transferee as a result of Condition 10.2(d)(i) will be automatically
Converted into a number of ANZ Ordinary Shares in a number and at a price
such that the issued share capital held by the Transferee (or a wholly owned
subsidiary of the Transferee) increases by the amount by which the issued
ordinary share capital of the Approved NOHC increases on Conversion; and
(v) make such other amendments as in the Issuer’s reasonable opinion are
necessary or appropriate to effect the substitution of an Approved NOHC as
the provider of the ordinary shares on Conversion in the manner
contemplated by these Conditions, including, where the terms upon which
the Approved NOHC acquires the Issuer are such that the number of
Approved NOHC Ordinary Shares on issue immediately after the substitution
differs from the number of Ordinary Shares on issue immediately before that

62
substitution (not involving any cash payment or other distribution to or by the
holders of any such shares), an adjustment to any relevant VWAP or Issue
Date VWAP consistent with the principles of adjustment set out in the
relevant Schedule to these Conditions.
10.3 Notice of substitution of Approved NOHC
The Issuer shall give a notice to the Subordinated Noteholders as soon as practicable after
the substitution in accordance with Condition 10.2 specifying:
(a) in the case of a Subordinated Note to which Schedule A applies, that Schedule B
applies to such Subordinated Note (and such Subordinated Note is treated as a
Subordinated Note to which Schedule B applies for all purposes) with effect on and
from the Approved NOHC Substitution Date; and
(b) in the case of Subordinated Note to which Schedule B applies, the amendments to
these Conditions which will be made in accordance with Condition 10.2 to effect the
substitution of an Approved NOHC as issuer of ordinary shares on Conversion.
10.4 Further substitutions
After a substitution under Condition 10.2, the Approved NOHC may without the authority,
approval or assent of the holder of Subordinated Notes, effect a further substitution in
accordance with Condition 10.2 (with necessary changes).
11 Payments
11.1 Payments by the Issuer
(a) Payments in respect of interest or principal on any Security made by the Issuer to
Registered Holders will be made in accordance with details recorded with the
Registrar by 5:00 pm local Registry Office time on the relevant Record Date.
(b) When a Security is recorded in the Register as being held jointly, payment of interest
or principal (as the case may be) by the Issuer will be made to the Registered
Holders in their joint names unless requested otherwise (and in a form satisfactory to
the Issuer) by 5:00 pm local Registry Office time on the relevant Record Date.
11.2 Method of Payment
Payments in respect of each Security will be made:
(a) where the Securities are lodged in the Austraclear System, by crediting on the
relevant Interest Payment Date or Maturity Date (determined in accordance with the
Business Day Convention specified in the relevant Pricing Supplement) the amount
then due to the account of the relevant Registered Holder in accordance with the
Austraclear Regulations; or
(b) if the relevant Securities have not been lodged or are removed from the Austraclear
System, by crediting on the relevant Interest Payment Date, in the case of payments
of interest, or the Maturity Date, in the case of payments of principal, the amount then
due to a bank account in Australia previously notified by the Registered Holder to the
Registrar. Each Interest Payment Date and Maturity Date shall be determined in
accordance with the Business Day Convention specified in the relevant Pricing
Supplement. If the Registered Holder has not notified the Registrar of such an
account by 5.00pm local Registry Office time on the relevant Record Date or upon
application by the Registered Holder to the Registrar no later than 5.00pm local
Registry Office time on the relevant Record Date, payments in respect of the relevant
Security will be made by cheque mailed on the Business Day immediately preceding
the relevant Interest Payment Date in the case of payments of interest or on the
Maturity Date, in the case of payments of principal, at the Registered Holder’s risk to

63
the Registered Holder (or to the first named of joint Registered Holders) of such
Security at the address appearing in the Register as at 5.00pm local Registry Office
time on the relevant Record Date. Cheques to be despatched to the nominated
address of a Registered Holder will in such case be deemed to have been received
by the Registered Holder on the relevant Interest Payment Date, in the case of
payments of interest, or the Maturity Date, in the case of payments of principal, and
no further amount will be payable by the Issuer in respect of the relevant Security as
a result of payment not being received by the Registered Holder on the due date.
No payment of interest will be mailed to an address in the United States or transferred to an
account maintained by the Registered Holder in the United States.
11.3 Payments Subject to Fiscal Laws
All payments are subject in all cases to any applicable fiscal or other laws, regulations and
directives, but without prejudice to the provisions of Condition 13 (Taxation). No commission
or expenses shall be charged to the Registered Holders in respect of such payments.
11.4 Appointment of Agents
The Registrar and (if appointed) the Calculation Agent act solely as agents of the Issuer and
do not assume any obligation or relationship of agency or trust for or with any Registered
Holder. The Issuer reserves the right at any time to vary or terminate the appointment of the
Registrar or (if appointed) the Calculation Agent, provided that the Issuer shall at all times
maintain (i) a Registrar, (ii) one or more Calculation Agent(s) where the Conditions so require,
and (iii) such other agents as may be required by the rules of any stock exchange, listing
authority and/or quotation system on which the Securities may be admitted to listing, trading
and/or quotation. Notice of any change to the specified office of the Registrar or the
Calculation Agent shall promptly be given to the Registered Holders in accordance with
Condition 19 (Notices).
12 Transfer
12.1 Transfer
(a) Unless Securities are lodged in the Austraclear System, and subject to Condition
12.2, all applications to transfer Securities must be made by lodging with the
Registrar a properly completed transfer and acceptance form in the form approved by
the Issuer and the Registrar. Any Certificate relating to the Securities to be
transferred must also be surrendered to the Registrar. Transfer and acceptance
forms are available from any Registry Office. Each Registry Office will provide
prompt marking and transfer services. Each transfer form must be accompanied by
such evidence (if any) as the Registrar may require to prove the title of the transferor
or the transferor’s right to transfer the Security, and be signed by both the transferor
and the transferee. The transfer takes effect upon the transferee’s name being
entered on the Register.
(b) Securities lodged in the Austraclear System will be transferable only in accordance
with the Austraclear Regulations.
12.2 Limit on Transfer
(a) Securities may only be transferred within, to or from Australia in the denominations
specified in the Pricing Supplement and if the consideration payable at the time of
transfer is a minimum amount of A$500,000 (in either case, disregarding moneys lent
by the transferor or its associates) or the transfer otherwise does not require
disclosure to investors in accordance with Part 6D.2 and Chapter 7 of the
Corporations Act.
(b) Securities may only be transferred between persons in a jurisdiction or jurisdictions
other than Australia if the transfer is in compliance with the laws of the jurisdiction in

64
which the transfer takes place and the transfer of the Securities otherwise does not
require disclosure to investors in accordance with the laws of the jurisdiction in which
the transfer takes place.
12.3 Partial Transfers
Where a transferor executes a transfer of less than all Securities registered in its name, and
the identity of the specific Securities to be transferred are not identified, the Registrar may
register the transfer in respect of such of the Securities registered in the name of the
transferor as the Registrar thinks fit, provided the total Principal Amount of the Securities
registered as having been transferred equals the total Principal Amount of the Securities
expressed to be transferred in the transfer.
12.4 Closed Period
A transfer of a Security shall not be effective unless and until entered on the Register. The
Register will be closed for the purpose of determining entitlements to payments of interest
and repayments of any Principal Amount at 5:00 pm local Registry Office time on the Record
Date prior to the relevant Interest Payment Date, the relevant Maturity Date and any relevant
redemption date. Therefore, transfers must be received by the Registrar at the relevant
Registry Office prior to that time.
12.5 Stamp Duty
The Registered Holder is responsible for any stamp duties or other similar taxes which are
payable in any jurisdiction in connection with any transfer, assignment or other dealing with
the Securities.
12.6 Transmission
The Registrar must register a transfer of a Security to or by a person who is entitled to make
or receive the transfer in consequence of:
(a) death, bankruptcy, liquidation or winding-up of a Registered Holder; or
(b) the making of a vesting order by a court or other body with power to make the order,
on receiving the evidence of entitlement that the Registrar or the Issuer requires.
12.7 Austraclear Services Limited as Registrar
If Austraclear Services Limited is the Registrar and Securities are lodged in the Austraclear
System, despite any other provision of those Conditions, these Securities are not transferable
on the Register, and the Issuer may not, and must procure that the Registrar does not,
register any transfer of those Securities issued by it and no member of the Austraclear
System has the right to request any registration of any transfer of the relevant Securities,
except:
(a) for the purposes of any Conversion, Write-Off, repurchase, redemption or
cancellation (whether on or before the Maturity Date of the relevant Security) of the
relevant Security, a transfer of the relevant Security from Austraclear to the Issuer (or
if applicable, to an Approved NOHC in accordance with Condition 10) may be
entered in the Register; and
(b) if Austraclear exercises or purports to exercise any power it may have under the
Austraclear Regulations from time to time for the Austraclear System or these
Conditions, to require the relevant Security to be transferred on the Register to a
member of the Austraclear System, the relevant Security may be transferred on the
Register from Austraclear to the member of the Austraclear System.
In any of these cases, the relevant Security will cease to be held in the Austraclear System.

65
13 Taxation
13.1 General
Subject as provided below, all payments of principal and interest in respect of the Securities
shall be made free and clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied, collected,
withheld or assessed by or within Australia or by any authority therein or thereof having
power to tax (together, “Taxes”), unless such withholding or deduction is required by law.
13.2 Issuer to pay Additional Amounts
Where such withholding or deduction is required by law, the Issuer shall pay such additional
amounts to the Registered Holders as shall result in receipt by those Registered Holders of
such amounts as would have been received by them had no such withholding or deduction
been required, except that no such additional amounts shall be payable with respect to any
Security:
(a) in respect of which the Registered Holder thereof is liable to such Taxes, duties,
assessments or governmental charges in respect of such Security by reason of its
having some connection with Australia, other than the mere holding of such Security
or the receipt of the relevant payment in respect thereof; or
(b) to the extent that the relevant Tax is imposed or levied by virtue of the Registered
Holder, or the beneficial owner, of the Security not complying with any statutory
requirements or not having made a declaration of non-residence in, or lack of
connection with, a relevant jurisdiction or any similar claim for exemption; or
(c) in respect of which the Registered Holder thereof is an Offshore Associate of the
Issuer (acting other than in the capacity of a clearing house, paying agent, custodian,
funds manager or responsible entity of a registered scheme within the meaning of the
Corporations Act); or
(d) in respect of which the Taxes have been imposed or levied as a result of the
Registered Holder of such Security being party to or participating in a scheme to
avoid such Taxes, being a scheme which the Issuer was neither a party to nor
participated in; or
(e) to, or to a third party on behalf of, an Australian resident Registered Holder or a non-
resident Registered Holder who is engaged in carrying on business in Australia at or
through a permanent establishment of the non-resident in Australia, if that person
has not supplied an appropriate tax file number, Australian business number or other
exemption details; or
(f) to a Registered Holder that is not the beneficial owner of such Security to the extent
that the beneficial owner thereof would not have been entitled to the payment of such
additional amounts had such beneficial owner been the Holder of such Security.
13.3 Tax File Number
The Issuer will deduct tax from payments of interest on the Securities at the highest marginal
tax rate plus the highest Medicare levy if an Australian resident investor or a non-resident
investor carrying on business in Australia at or through a permanent establishment of the
non-resident in Australia has not supplied an appropriate tax file number, Australian Business
Number or exemption details.
13.4 References
References in these Conditions to (i) ‘‘principal’’ shall be deemed to include any premium
payable in respect of the Securities (other than Subordinated Notes for which there is no
premium payable), all Instalment Amounts, Final Redemption Amounts, Early Redemption

66
Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in
the nature of principal payable pursuant to Condition 6 (Redemption, Purchase and Options),
or any amendment or supplement to it, (ii) ‘‘interest’’ shall be deemed to include all Interest
Amounts and all other amounts payable pursuant to Condition 4 (Interest and other
calculations), or any amendment or supplement to it and (iii) ‘‘principal’’ and/or ‘‘interest’’
shall be deemed to include any additional amounts that may be payable under this Condition
or any undertaking given in addition to or substitution for it under the Deed Poll. Any
additional amounts due in respect of the Subordinated Notes will be subordinated in right of
payment as described in Condition 3.2 (Subordinated Notes), Condition 5.16 (Conditions of
Payment – Subordinated Notes) and Condition 16 (Subordination).
If the Issuer is or becomes subject at any time to any taxing jurisdiction other than or in
addition to Australia, references in Condition 6.2 and Condition 13 shall be read and
construed as including references to such other taxing jurisdiction(s).
13.5 FATCA
The Issuer (or, where a Conversion is required following the Approved NOHC Substitution
Date and Schedule B applies, ANZ NOHC) may withhold or make deductions from payments
or from the issue of Ordinary Shares to a Noteholder where it is required to do so under or in
connection with FATCA, or where it has reasonable grounds to suspect that the Noteholder
or a beneficial owner of the Securities may be subject to FATCA, and may deal with such
payment, and any Ordinary Shares in accordance with FATCA. If any withholding or
deduction arises under or in connection with FATCA, neither the Issuer nor ANZ NOHC will
be required to pay any further amounts or issue any further Ordinary Shares on account of
such withholding or deduction or otherwise reimburse or compensate, or make any payment
to, a Noteholder or a beneficial owner of the Securities for or in respect of any such
withholding or deduction. A dealing with such payment and any Ordinary Shares in
accordance with FATCA satisfies the obligations of the Issuer (and, as applicable, ANZ
NOHC) to that Noteholder to the extent of the amount of that payment or issue of Ordinary
Shares.
14 Prescription
Claims against the Issuer for payment in respect of the Securities shall be prescribed and
become void unless made within ten years (in the case of principal) or five years (in the case
of interest) from the appropriate Relevant Date in respect of them.
15 Events of Default
15.1 Medium Term Notes
If any one of the following events (‘‘Events of Default’’) occurs and is continuing, the
Registered Holder of any Medium Term Note of any Series may give written notice to the
Registrar at its Registry Office that such Medium Term Note is immediately repayable,
whereupon it shall immediately become due and repayable at its Early Redemption Amount
together with accrued interest to the date of payment unless, prior to the date that such
written notice is received by the Registrar, the Issuer shall have cured or otherwise made
good all Events of Default in respect of the Medium Term Notes of such Series:
(a) default is made in the payment of:
(i) any principal or Final Redemption Amount, Early Redemption Amount,
Optional Redemption Amount, Instalment Amount or Amortised Face
Amount (in the case of a Zero Coupon Security) (whether becoming due
upon redemption or otherwise) when due, in respect of any Medium Term
Note of such Series, and such default continues for a period of 15 days; or
(ii) any interest when due, in respect of any Medium Term Note of such Series,
and such default continues for a period of 30 days; or

67
(b) the Issuer fails to perform or observe any of its obligations under any Medium Term
Note of such Series other than those specified in paragraph (a) above and in such
case (except where such failure is incapable of remedy) such failure continues for a
period of 30 days next following the service by any Registered Holder of any Medium
Term Note of such Series on the Issuer of written notice requiring the same to be
remedied; or
(c) otherwise than for the purpose of an amalgamation or reconstruction or merger within
the meaning of these words under the laws of Australia, a resolution is passed that
the Issuer be wound up or dissolved; or
(d) the Issuer stops payment (within the meaning of Australian or any other applicable
bankruptcy law) of its obligations; or
(e) an encumbrancer takes possession of or a receiver is appointed of the whole or a
substantial part of the undertaking and assets of the Issuer and any such event is
continuing for 45 days after its occurrence and would materially prejudice the
performance by the Issuer of its obligations under the Medium Term Notes of such
Series or a distress or execution is levied or enforced upon or sued out against the
whole or a substantial part of the undertaking and assets of the Issuer which would
materially prejudice the performance of the Issuer of its obligations under the Medium
Term Notes of such Series and is not discharged within 60 days thereof; or
(f) proceedings shall have been initiated against the Issuer under any applicable
bankruptcy, reorganisation or other similar law and such proceedings shall not have
been discharged or stayed within a period of 60 days; or
(g) the Issuer shall initiate or consent to proceedings relating to itself under any
applicable bankruptcy, insolvency, composition or other similar law (otherwise than
for the purpose of amalgamation, reconstruction or merger (within the meaning of
those words under the laws of Australia)) and such proceedings would materially
prejudice the performance by the Issuer of its obligations under the Medium Term
Notes of such Series.
Notwithstanding any other provision of this Condition 15.1, no Event of Default in respect of
any Medium Term Note shall occur solely on account of any failure by the Issuer to perform
or observe its obligations in relation to, or the taking of any process or proceeding in respect
of any share, note or other security or instrument constituting Tier 1 Capital or Tier 2 Capital.
15.2 Subordinated Notes
The following are Events of Default with respect to Subordinated Notes:
(a)
(i) the making of an order by a court of the State of Victoria, Australia or a court
with appellate jurisdiction from such court which is not successfully appealed
or permanently stayed within 60 days of the entry of such order; or
(ii) the valid passing by the Issuer's shareholders of an effective resolution,
in each case for the winding-up of the Issuer (other than under or in connection with
a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency);
and
(b) Subject to Condition 5.16:
(i) default in the payment of interest on any Subordinated Note when due,
continued for 30 days; or

68
(ii) default in the payment of principal of any Subordinated Note when due.
Upon the occurrence of an Event of Default specified in paragraph (a) above, subject
to the subordination provisions, the Principal Amount of, and all accrued and unpaid
interest on, the Subordinated Notes will automatically become due and payable.
If an Event of Default contemplated by paragraph (b) above with respect to any
Subordinated Notes occurs and is continuing, a Subordinated Noteholder may only,
in order to enforce the obligations of the Issuer under such Subordinated Notes:
(A) notwithstanding the provisions of paragraph (B) below, institute
proceedings in the State of Victoria, Australia (but not elsewhere) for
the winding-up of the Issuer (all subject to, and in accordance with,
the terms of Condition 16 (Subordination)); or
(B) institute proceedings for recovery of the money then due, provided
that the Issuer will not, by virtue of the institution of any such
proceedings (other than proceedings for the winding-up of the
Issuer) be obliged to pay any sums representing principal or interest
in respect of the Subordinated Notes sooner than the same would
otherwise have been payable by it and provided that the Issuer is
Solvent at the time of, and will be Solvent immediately after, any
such payment.
No remedy against the Issuer other than those referred to in this Condition 15.2, shall be
available to the Subordinated Noteholders, whether for the recovery of amounts owing in
respect of the Subordinated Notes or in respect of any breach by the issuer of any of its other
obligations under or in respect of the Subordinated Notes.
15.3 Notification
If an Event of Default occurs under Conditions 15.1 or 15.2 above, the Issuer will promptly
after becoming aware of it notify the Registrar of the occurrence of the Event of Default
specifying details of it and use its reasonable endeavours to procure that the Registrar
promptly notifies the Registered Holders of the occurrence of the Event of Default by
registered post to the address of the Registered Holders recorded in the Register.
16 Subordination
In the event of the winding-up of the Issuer constituting an Event of Default with respect to the
Subordinated Notes, there shall be payable with respect to the Subordinated Notes, subject
to the subordination provisions discussed above (see Condition 3.2 (Subordinated Notes) and
Condition 5.16 (Conditions of Payment – Subordinated Notes)), an amount equal to the
Principal Amount of the Subordinated Notes then outstanding, together with all accrued and
unpaid interest thereon to the repayment date.
As a result of the subordination provisions, no amount will be payable in the winding-up of the
Issuer in Australia in respect of the Subordinated Notes until all claims of Senior Creditors
admitted in the winding-up proceeding have been satisfied in full. By subscription for, or
transfer of, Subordinated Notes to a Subordinated Noteholder, that Subordinated Noteholder
will be taken to have agreed that no amount in respect of the Subordinated Notes will be
repaid until all the claims of the Senior Creditors admitted in the winding-up proceeding have
been satisfied accordingly. Accordingly, if proceedings with respect to the winding-up of the
Issuer in Australia were to occur, the Subordinated Noteholders could recover less relative to
the holders of deposit liabilities, the holders of Medium Term Notes and the holders of prior
ranking subordinated liabilities of the Issuer.
If in any such winding-up, the amount payable with respect to the Subordinated Notes and
any claims ranking equally with those Subordinated Notes cannot be paid in full, those
Subordinated Notes and other claims ranking equally with those Subordinated Notes will

69
share relatively in any distribution of the Issuer's assets in a winding-up in proportion to the
respective amounts to which they are entitled.
Any amount not paid due to Condition 5.16 (Conditions of Payment – Subordinated Notes) or
Condition 15.2 (Subordinated Notes), remains a debt owing to the Noteholder by the Issuer
until it is paid and will be payable on the first date on which payment can be made in
compliance with the relevant Condition.
17 Meetings of Registered Holders, Modifications and Waiver
17.1 Meetings of Registered Holders
Meetings of Registered Holders may be convened in accordance with the Meeting Provisions
contained in Schedule 2 to the Deed Poll. Any such meeting may consider any matters
affecting the interests of Registered Holders, including, without limitation, the variation of the
terms of the Securities by the Issuer and the granting of approvals, consents and waivers,
and the declaration of an Event of Default.
17.2 Modification of the Deed Poll
Subject to Condition 17.3:
(a) the Deed Poll or the terms of any Series of Securities may be amended by the
Issuer, without the consent of any Registered Holder, if in the opinion of the Issuer,
the amendment:
(i) is necessary or advisable to comply with any law;
(ii) is necessary to correct an obvious error or omission, or is otherwise of a
formal, minor, technical or administrative nature only;
(iii) is made for the purpose of curing any ambiguity or of curing, correcting or
supplementing any defective provision;
(iv) is not materially prejudicial to the interests of Registered Holders generally;
or
(v) only applies to Securities issued by the Issuer after the date of the
amendment;
(b) in all other circumstances, the Deed Poll or the terms of any Series of Securities may
be amended with the approval of Registered Holders by an Extraordinary Resolution.
The Issuer will notify the Registrar of any amendments made pursuant to this
Condition and will use its reasonable endeavours to procure that the Registrar
notifies the Registered Holders of the amendment by post to the address of the
Registered Holders recorded in the Register.
In the case of an amendment to the terms of any Series of Securities, reference in this Condition
17.2 to “Registered Holders” are to be taken to refer to the Registered Holders of that Series of
Securities.
17.3 No changes which may affect Tier 2 Capital eligibility
The prior written approval of APRA is required in respect of any modification, abrogation,
variation, amendment, waiver or compromise in respect of the terms of any Series of
Subordinated Notes or the Deed Poll where such modification, abrogation, variation,
amendment, waiver or compromise may affect the eligibility of any Series of Subordinated
Notes as Tier 2 Capital.

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18 Further Issues of Securities
The Issuer may from time to time without the consent of the Registered Holders create and
issue further securities either having the same terms and conditions as the Securities in all
respects (or in all respects except for the Issue Date or first payment of interest on them) and
so that such further issue of securities shall be consolidated and form a single Series with the
outstanding Securities of any Series or upon such terms as the Issuer may determine at the
time of their issue. References in these Conditions to the Securities include (unless the
context requires otherwise) any other securities issued pursuant to this Condition and forming
a single Series with the Securities.
19 Notices
19.1 To Registered Holders
All notices by the Issuer to Registered Holders must be in writing and may be:
(a) posted by ordinary mail to the relevant Registered Holder at its address appearing on
the Register (or in the case of joint Registered Holders to the first named) and, if so,
shall be deemed to have been given on the sixth Business Day after posting if posted
to an address in Australia and on the tenth Business Day if posted to an address
outside of Australia; or
(b) given by ANZ publishing the notice on its website and announcing the publication of
the notice to ASX and shall be deemed to have been given when the announcement
is made on ASX.
19.2 To the Issuer and Registrar
All notices by a Registered Holder to the Issuer and Registrar will be valid if posted by
ordinary mail to the Issuer and the Registrar at their addresses specified above. Unless a
later time is specified in it, a notice by a Registered Holder takes effect from the time it is
received by the Issuer or Registrar except that if it is received after 5.00pm in the place of
receipt or not on a Business Day, it is to be taken to be received at 9.00am on the next
succeeding Business Day in that place.
20 Governing Law
The Securities are governed by the laws in force in the State of Victoria and Australia.

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Schedule A to the Conditions of the Securities
If a Principal Amount of a Subordinated Note to which Schedule A applies is required to be
Converted, the following provisions shall apply in respect of such Conversion.
1 Conversion
If the Issuer must Convert a Principal Amount of a Subordinated Note in accordance with the
Conditions, then, subject to this Schedule A and Condition 10.2 and unless the Pricing
Supplement specifies that the Alternative Conversion Number applies, the following provisions
apply:
(a) the Issuer will allot and issue on the Trigger Event Date a number of Ordinary Shares
in respect of the Principal Amount of that Subordinated Note equal to the Conversion
Number, where the Conversion Number (but subject to the Conversion Number
being no more than the Maximum Conversion Number) is a number calculated
according to the following formula:
Conversion Number =
Principal Amount
((1- CD) × VWAP)
where:
“CD” means the conversion discount specified in the applicable Pricing Supplement;
“VWAP” (expressed in dollars and cents) means the VWAP during the VWAP Period
and where the “Maximum Conversion Number” means a number calculated
according to the following formula:
Maximum Conversion Number =
Principal Amount
Issue Date VWAP × 0.2
(b) on the Trigger Event Date, the rights of each holder of a Subordinated Note
(including to payment of interest with respect to such Principal Amount, both in the
future and as accrued but unpaid as at the Trigger Event Date) in relation to each
Subordinated Note or portion thereof that is being Converted will be immediately and
irrevocably terminated for an amount equal to the Principal Amount of that
Subordinated Note that is being Converted and the Issuer will apply that Principal
Amount by way of payment for subscription for the Ordinary Shares to be allotted and
issued under Section 1(a) of this Schedule A. Each holder of the Subordinated Note
is taken to have irrevocably directed that any amount payable under Section 1 of this
Schedule A is to be applied as provided for in Section 1 of this Schedule A and no
holder of the Subordinated Note has any right to payment in any other way;
(c) any calculation under Section 1(a) of this Schedule A shall be, unless the context
requires otherwise, be rounded to four decimal places provided that if the total
number of additional Ordinary Shares to be allotted to a holder of the Subordinated
Note in respect of the aggregate Principal Amount of the Subordinated Notes it holds
which is being Converted includes a fraction of an Ordinary Share, that fraction of an
Ordinary Share will be disregarded; and
(d) the rights attaching to Ordinary Shares issued as a result of Conversion do not take
effect until 5.00pm (Melbourne, Australia time) on the Trigger Event Date (unless
another time is required for Conversion on that date). At that time all other rights
conferred or restrictions imposed on that Subordinated Note under the Conditions will
no longer have effect to the extent of the Principal Amount of that Subordinated Note
being Converted (except for the right to receive the Ordinary Shares as set forth in
Section 1 of this Schedule A and Condition 8 and except for rights relating to interest
which is payable but has not been paid on or before the Trigger Event Date which will
continue).

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2 Adjustments to VWAP
For the purposes of calculating VWAP in the Conditions:
(a) where, on some or all of the Business Days in the relevant VWAP Period, Ordinary
Shares have been quoted on the Australian Securities Exchange as cum dividend or
cum any other distribution or entitlement and the relevant Principal Amount of
Subordinated Notes will Convert into Ordinary Shares after the date those Ordinary
Shares no longer carry that dividend or any other distribution or entitlement, then the
VWAP on the Business Days on which those Ordinary Shares have been quoted
cum dividend or cum any other distribution or entitlement shall be reduced by an
amount (“Cum Value”) equal to:
(i) (in case of a dividend or other distribution), the amount of that dividend or
other distribution including, if the dividend or other distribution is franked, the
amount that would be included in the assessable income of a recipient of the
dividend or other distribution who is both a resident of Australia and a natural
person under the Tax Act;
(ii) (in the case of any other entitlement that is not a dividend or other
distribution under Section 2(a)(i) of this Schedule A which is traded on the
Australian Securities Exchange on any of those Business Days), the volume
weighted average sale price of all such entitlements sold on the Australian
Securities Exchange during the VWAP Period on the Business Days on
which those entitlements were traded; or
(iii) (in the case of any other entitlement which is not traded on the Australian
Securities Exchange during the VWAP Period), the value of the entitlement
as reasonably determined by the directors of the Issuer; and
(b) where, on some or all of the Business Days in the VWAP Period, Ordinary Shares
have been quoted on the Australian Securities Exchange as ex dividend or ex any
other distribution or entitlement, and the relevant Principal Amount of Subordinated
Notes will Convert into Ordinary Shares which would be entitled to receive the
relevant dividend or other distribution or entitlement, the VWAP on the Business
Days on which those Ordinary Shares have been quoted ex dividend or ex any other
distribution or entitlement shall be increased by the Cum Value.
3 Adjustments to VWAP for divisions and similar transactions
(a) Where during the relevant VWAP Period there is a change in the number of the
Ordinary Shares on issue as a result of a division, consolidation or reclassification of
the Issuer’s share capital (not involving any cash payment or other distribution (or
compensation) to or by holders of Ordinary Shares) (a “Reorganisation”), in
calculating the VWAP for that VWAP Period the daily VWAP applicable on each day
in the relevant VWAP Period which falls before the date on which trading in Ordinary
Shares is conducted on a post Reorganisation basis shall be adjusted by multiplying
such daily VWAP by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reorganisation; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganisation.
(b) Any adjustment made by the Issuer in accordance with Section 3(a) of this
Schedule A will, absent manifest error, be effective and binding on holders of the
Subordinated Notes under these terms and these terms will be construed

73
accordingly. Any such adjustment must be promptly notified to all holders of the
Subordinated Notes.
4 Adjustments to Issue Date VWAP
For the purposes of determining the Issue Date VWAP, corresponding adjustments to VWAP
will be made in accordance with Section 2 and Section 3 of this Schedule A during the
20 Business Day period over which VWAP is calculated for the purposes of determining the
Issue Date VWAP. On and from the Issue Date adjustments to the Issue Date VWAP:
(a) may be made in accordance with Sections 5 to 7 of this Schedule A (inclusive); and
(b) if so made, will cause an adjustment to the Maximum Conversion Number.
5 Adjustments to Issue Date VWAP for bonus issues
(a) Subject to Section 5(b) of this Schedule A below, if at any time after the Issue Date
the Issuer makes a pro rata bonus issue of Ordinary Shares to holders of Ordinary
Shares generally, the Issue Date VWAP will be adjusted immediately in accordance
with the following formula:
V = V
o X

RD
RD + RN
where:
V means the Issue Date VWAP applying immediately after the application of this
formula;
V
o
means the Issue Date VWAP applying immediately prior to the application of this
formula;
RN means the number of Ordinary Shares issued pursuant to the bonus issue; and
RD means the number of Ordinary Shares on issue immediately prior to the allotment
of new Ordinary Shares pursuant to the bonus issue.
(b) Section 5(a) of this Schedule A does not apply to Ordinary Shares issued as part of a
bonus share plan, employee or executive share plan, executive option plan, share
top up plan, share purchase plan or a dividend reinvestment plan.
(c) For the purpose of Section 5(a) of this Schedule A, an issue will be regarded as a pro
rata issue notwithstanding that the Issuer does not make offers to some or all holders
of Ordinary Shares with registered addresses outside Australia, provided that in so
doing the Issuer is not in contravention of the ASX Listing Rules.
(d) No adjustments to the Issue Date VWAP will be made under this Section 5 of this
Schedule A for any offer of Ordinary Shares not covered by Section 5(a) of this
Schedule A, including a rights issue or other essentially pro rata issue.
(e) The fact that no adjustment is made for an issue of Ordinary Shares except as
covered by Section 5(a) of this Schedule A shall not in any way restrict the Issuer
from issuing Ordinary Shares at any time on such terms as it sees fit nor require any
consent or concurrence of any Subordinated Noteholders.
6 Adjustment to Issue Date VWAP for divisions and similar
transactions
(a) If at any time after the Issue Date, a Reorganisation occurs, the Issuer shall adjust
the Issue Date VWAP by multiplying the Issue Date VWAP applicable on the

74
Business Day immediately before the date of any such Reorganisation by the
following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reorganisation; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganisation.
(b) Any adjustment made by the Issuer in accordance with Section 6(a) of this
Schedule will, absent manifest error, be effective and binding on Subordinated
Noteholders under these terms and these terms will be construed accordingly.
(c) Each Subordinated Noteholder acknowledges that the Issuer may, consolidate,
divide or reclassify securities so that there is a lesser or greater number of Ordinary
Shares at any time in its absolute discretion without any such action requiring any
consent or concurrence of any Subordinated Noteholders.
7 No Adjustment to Issue Date VWAP in certain circumstances
Despite the provisions of Section 5 and Section 6 of this Schedule A, no adjustment shall be
made to the Issue Date VWAP where such adjustment (rounded if applicable) would be less
than one percent of the Issue Date VWAP then in effect.
8 Announcement of adjustment to Issue Date VWAP
The Issuer will notify Subordinated Noteholders (an “Adjustment Notice”) of any adjustment
to the Issue Date VWAP under this Schedule A within 10 Business Days of the Issuer
determining the adjustment and the adjustment set out in the announcement will be final and
binding.
9 Ordinary Shares
Each Ordinary Share issued or arising upon Conversion ranks pari passu with all other fully
paid Ordinary Shares.
10 Listing Ordinary Shares issued on Conversion
The Issuer shall use all reasonable endeavours to list the Ordinary Shares issued upon
Conversion of the Subordinated Notes on the Australian Securities Exchange.
11 Alternative Conversion Number
If the Issuer must Convert a Principal Amount of a Subordinated Note in accordance with the
Conditions and the Pricing Supplement specifies that the Alternative Conversion Number
applies, then:
(a) Section 1 of this Schedule A applies on the basis that the Conversion Number for the
purposes of Section 1(a) of this Schedule A is the number of Ordinary Shares
specified in the Pricing Supplement as the Alternative Conversion Number (subject to
the Alternative Conversion Number being no more than the Maximum Conversion
Number as determined in accordance with Section 1(a) of this Schedule A); and
(b) Sections 2 to 8 (inclusive) of this Schedule A do not apply to the Alternative
Conversion Number.

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12 Definitions
For the purposes of this Schedule A the following terms shall have the following meanings:
Cum Value has the meaning given in Section 2 of this Schedule A.
Issue Date VWAP means, in respect of Subordinated Notes of a Series, the VWAP during the
period of 20 Business Days on which trading in Ordinary Shares took place immediately
preceding (but not including) the first date on which any Subordinated Notes of that Series were
issued, as adjusted in accordance with Sections 5 to 7 (inclusive) of this Schedule A.
Reorganisation has the meaning given in Section 3 of this Schedule A.
Tax Act means:
(a) the Income Tax Assessment Act 1936 (Cth) of Australia or the Income Tax
Assessment Act 1997 (Cth) of Australia as the case may be and a reference to any
section of the Income Tax Assessment Act 1936 (Cth) of Australia includes a
reference to that section as rewritten in the Income Tax Assessment Act 1997 (Cth)
of Australia; and
(b) any other Act setting the rate of income tax payable and any regulation promulgated
under it.
VWAP means, subject to any adjustments under this Schedule A, the average of the daily
volume weighted average sale prices (such average being rounded to the nearest full cent) of
Ordinary Shares sold on the Australian Securities Exchange during the VWAP Period or on the
relevant days but does not include any Crossing transacted outside the Open Session State or
any Special Crossing transacted at any time, each as defined in the ASX Operating Rules, or
any overseas trades or trades pursuant to the exercise of options over Ordinary Shares;
VWAP Period means the period of 5 Business Days or such other period specified in the
applicable Pricing Supplement on which trading in Ordinary Shares took place immediately
preceding (but not including) the Trigger Event Date.

76
Schedule B to the Conditions of the Securities
If a Principal Amount of a Subordinated Note to which Schedule B applies is required to be
Converted, the following provisions shall apply in respect of such Conversion.
1 Conversion
If ANZ NOHC must Convert a Principal Amount of a Subordinated Note in accordance with
the Conditions, then, subject to this Schedule B and Condition 10.2 and unless the Pricing
Supplement specifies that the Alternative Conversion Number applies, the following
provisions apply (provided, in all cases, that where a Subordinated Note is required to be
Converted only in part, references in this Schedule to the "Subordinated Note" shall be taken
to be references to the "Affected Subordinated Note" as defined in Condition 7.4(b)(ii)):
(a) notwithstanding anything to the contrary in Condition 1, the Subordinated Note will be
automatically transferred free from any encumbrance to ANZ NOHC on the Trigger
Event Date;
(b) ANZ NOHC will allot and issue on the Trigger Event Date a number of Ordinary
Shares in respect of the Principal Amount of that Subordinated Note equal to the
Conversion Number, where the Conversion Number (but subject to the Conversion
Number being no more than the Maximum Conversion Number) is a number
calculated according to the following formula:
Conversion Number =
Principal Amount
((1- CD) × VWAP)
where:
“CD” means the conversion discount specified in the applicable Pricing Supplement;
“VWAP” (expressed in dollars and cents) means the VWAP during the VWAP Period
and where the “Maximum Conversion Number” means a number calculated
according to the following formula:
Maximum Conversion Number =
Principal Amount
Issue Date VWAP × 0.2
(c) on the Trigger Event Date the rights of each Subordinated Noteholder (including to
payment of interest with respect to such Principal Amount, both in the future and as
accrued but unpaid as at the Trigger Event Date) in relation to each Subordinated
Note or portion thereof that is being Converted will be automatically transferred for an
amount equal to the Principal Amount of that Subordinated Note that is being
Converted and that Principal Amount will be applied in accordance with the Deed of
Undertaking by way of payment for subscription for the Ordinary Shares to be allotted
and issued under Section 1(b) of this Schedule B and in accordance with the Deed of
Undertaking. Each Subordinated Noteholder is taken to have irrevocably directed
that any amount payable under Section 1 of this Schedule is to be applied as
provided for in Section 1 of this Schedule and no Subordinated Noteholder has any
right to payment in any other way;
(d) any calculation under Section 1(b) of this Schedule shall be, unless the context
requires otherwise, be rounded to four decimal places provided that if the total
number of additional Ordinary Shares to be allotted to a Subordinated Noteholder in
respect of the aggregate Principal Amount of the Subordinated Notes it holds which
is being Converted includes a fraction of an Ordinary Share, that fraction of an
Ordinary Share will be disregarded;
(e) the rights attaching to Ordinary Shares issued as a result of Conversion do not take
effect until 5.00pm (Melbourne, Australia time) on the Trigger Event Date (unless

77
another time is required for Conversion on that date). At that time all other rights
conferred or restrictions imposed on that Subordinated Note under the Conditions will
no longer have effect to the extent of the Principal Amount of that Subordinated Note
being Converted (except for the right to receive the Ordinary Shares as set forth in
Section 1 of this Schedule and Condition 8 and except for rights relating to interest
which is payable but has not been paid on or before the Trigger Event Date which will
continue); and
(f) as agreed between, amongst others, ANZ NOHC and the Issuer under the
Implementation Deed, ANZ NOHC, the Issuer and their Related Bodies Corporate
will deal with the Subordinated Notes being Converted so that they are converted into
ANZ Ordinary Shares and terminated (the "Related Conversion Steps").
2 Adjustments to VWAP
For the purposes of calculating VWAP in the Conditions:
(a) where, on some or all of the Business Days in the relevant VWAP Period, Ordinary
Shares have been quoted on the Australian Securities Exchange as cum dividend or
cum any other distribution or entitlement and the relevant Principal Amount of
Subordinated Notes will Convert into Ordinary Shares after the date those Ordinary
Shares no longer carry that dividend or any other distribution or entitlement, then the
VWAP on the Business Days on which those Ordinary Shares have been quoted
cum dividend or cum any other distribution or entitlement shall be reduced by an
amount ("Cum Value") equal to:
(i) (in case of a dividend or other distribution), the amount of that dividend or
other distribution including, if the dividend or other distribution is franked, the
amount that would be included in the assessable income of a recipient of the
dividend or other distribution who is both a resident of Australia and a natural
person under the Tax Act;
(ii) (in the case of any other entitlement that is not a dividend or other
distribution under Section 2(a)(i) of this Schedule which is traded on the
Australian Securities Exchange on any of those Business Days), the volume
weighted average sale price of all such entitlements sold on the Australian
Securities Exchange during the VWAP Period on the Business Days on
which those entitlements were traded; or
(iii) (in the case of any other entitlement which is not traded on the Australian
Securities Exchange during the VWAP Period), the value of the entitlement
as reasonably determined by the directors of the Issuer; and
(b) where, on some or all of the Business Days in the VWAP Period, Ordinary Shares
have been quoted on the Australian Securities Exchange as ex dividend or ex any
other distribution or entitlement, and the relevant Principal Amount of Subordinated
Notes will Convert into Ordinary Shares which would be entitled to receive the
relevant dividend or other distribution or entitlement, the VWAP on the Business
Days on which those Ordinary Shares have been quoted ex dividend or ex any other
distribution or entitlement shall be increased by the Cum Value.
3 Adjustments to VWAP for divisions and similar transactions
(a) Where during the relevant VWAP Period there is a change in the number of the
Ordinary Shares on issue as a result of a division, consolidation or reclassification of
The Issuer's share capital (not involving any cash payment or other distribution (or
compensation) to or by holders of Ordinary Shares) (a "Reorganisation"), in
calculating the VWAP for that VWAP Period the daily VWAP applicable on each day
in the relevant VWAP Period which falls before the date on which trading in Ordinary

78
Shares is conducted on a post Reorganisation basis shall be adjusted by multiplying
such daily VWAP by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reorganisation; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganisation.
(b) Any adjustment made by the Issuer in accordance with Section 3(a) of this
Schedule will, absent manifest error, be effective and binding on Subordinated
Noteholders under these Conditions and these Conditions will be construed
accordingly. Any such adjustment must be promptly notified to all Subordinated
Noteholders.
4 Adjustments to Issue Date VWAP
For the purposes of determining the Issue Date VWAP, corresponding adjustments to VWAP
will be made in accordance with Section 2 and Section 3 of this Schedule during the 20
Business Day period over which VWAP is calculated for the purposes of determining the
Issue Date VWAP. On and from the Issue Date adjustments to the Issue Date VWAP:
(a) may be made in accordance with Sections 5 to 7 of this Schedule (inclusive); and
(b) if so made, will cause an adjustment to the Maximum Conversion Number.
5 Adjustments to Issue Date VWAP for bonus issues
(a) Subject to Section 5(b) of this Schedule below, if at any time after the Issue Date
ANZ NOHC makes a pro rata bonus issue of Ordinary Shares to holders of Ordinary
Shares generally, the Issue Date VWAP will be adjusted immediately in accordance
with the following formula:
V = V
o
x
RD
RD + RN
where:
V means the Issue Date VWAP applying immediately after the application of this
formula;
V
o
means the Issue Date VWAP applying immediately prior to the application of this
formula;
RN means the number of Ordinary Shares issued pursuant to the bonus issue; and
RD means the number of Ordinary Shares on issue immediately prior to the allotment
of new Ordinary Shares pursuant to the bonus issue.
(b) Section 5(a) of this Schedule does not apply to Ordinary Shares issued as part of a
bonus share plan, employee or executive share plan, executive option plan, share
top up plan, share purchase plan or a dividend reinvestment plan.
(c) For the purpose of Section 5(a) of this Schedule, an issue will be regarded as a pro
rata issue notwithstanding that ANZ NOHC does not make offers to some or all

79
holders of Ordinary Shares with registered addresses outside Australia, provided that
in so doing ANZ NOHC is not in contravention of the ASX Listing Rules.
(d) No adjustments to the Issue Date VWAP will be made under this Section 5 of this
Schedule for any offer of Ordinary Shares not covered by Section 5(a) of this
Schedule, including a rights issue or other essentially pro rata issue.
(e) The fact that no adjustment is made for an issue of Ordinary Shares except as
covered by Section 5(a) of this Schedule shall not in any way restrict ANZ NOHC
from issuing Ordinary Shares at any time on such terms as it sees fit nor require any
consent or concurrence of any Subordinated Noteholders.
6 Adjustment to Issue Date VWAP for divisions and similar
transactions
(a) If at any time after the Issue Date, a Reorganisation occurs, the Issuer shall adjust
the Issue Date VWAP by multiplying the Issue Date VWAP applicable on the
Business Day immediately before the date of any such Reorganisation by the
following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reorganisation; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganisation.
(b) Any adjustment made by the Issuer in accordance with Section 6(a) of this
Schedule will, absent manifest error, be effective and binding on Subordinated
Noteholders under these Conditions and these Conditions will be construed
accordingly.
(c) Each Subordinated Noteholder acknowledges that the Issuer may, consolidate,
divide or reclassify securities so that there is a lesser or greater number of Ordinary
Shares at any time in its absolute discretion without any such action requiring any
consent or concurrence of any Subordinated Noteholders.
7 No Adjustment to Issue Date VWAP in certain circumstances
Despite the provisions of Section 5 and Section 6 of this Schedule, no adjustment shall be
made to the Issue Date VWAP where such adjustment (rounded if applicable) would be less
than one per cent. of the Issue Date VWAP then in effect.
8 Announcement of adjustment to Issue Date VWAP
The Issuer will notify Subordinated Noteholders (an "Adjustment Notice") of any adjustment
to the Issue Date VWAP under this Schedule within ten Business Days of the Issuer
determining the adjustment and the adjustment set out in the announcement will be final and
binding.
9 Ordinary Shares
Each Ordinary Share issued or arising upon Conversion ranks pari passu with all other fully
paid Ordinary Shares.

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10 Listing Ordinary Shares issued on Conversion
ANZ NOHC shall use all reasonable endeavours to list the Ordinary Shares issued upon
Conversion of the Subordinated Notes on the Australian Securities Exchange.
11 Alternative Conversion Number
If the Issuer must Convert a Principal Amount of a Subordinated Note in accordance with the
Conditions and the Pricing Supplement specifies that the Alternative Conversion Number
applies, then:
(a) Section 1 of this Schedule applies on the basis that the Conversion Number for the
purposes of Section 1(b) of this Schedule is the number of Ordinary Shares specified
in the Pricing Supplement as the Alternative Conversion Number (subject to the
Alternative Conversion Number being no more than the Maximum Conversion
Number as determined in accordance with Section 1(b) of this Schedule); and
(b) Sections 2 to 8 (inclusive) of this Schedule do not apply to the Alternative Conversion
Number.
12 Transitional provision
For the purposes of Sections 2 to 6 (inclusive) of this Schedule where a VWAP Period
commences before the Approved NOHC Substitution Date:
(a) in respect of such part of the VWAP Period which falls before the Approved NOHC
Substitution Date, each reference to "Ordinary Shares" and "ANZ NOHC" in
Sections 2 and 3 and the definition of VWAP and VWAP Period shall be taken to be
a reference to ANZ Ordinary Shares and the Issuer; and
(b) each reference in Sections 5 and 6 of this Schedule and the definition of
"Reorganisation" to Ordinary Shares and ANZ NOHC shall be read as a reference to
ANZ Ordinary Shares and the Issuer in respect of any pro rata bonus issue of shares
or Reorganisation occurring before the Approved NOHC Substitution Date.
13 Definitions
For the purposes of this Schedule the following terms shall have the following meanings:
Affected Subordinated Note has the meaning given in Condition 7.4(b).
ASX Operating Rules means the market operating rules of the Australian Securities
Exchange as amended, varied or waived (whether in respect of the Issuer, ANZ NOHC or
generally) from time to time.
Cum Value has the meaning given in Section 2 of this Schedule.
Implementation Deed means the deed entered into between, amongst others, ANZ NOHC
and the Issuer in connection with the performance of the Related Conversion Steps, as it may
be amended from time to time (including the addition of parties).
Issue Date VWAP means, in respect of Subordinated Notes of a Series, the VWAP during
the period of 20 Business Days on which trading in Ordinary Shares took place immediately
preceding (but not including) the first date on which any Subordinated Notes of that Series
were issued, as adjusted in accordance with Sections 4 to 7 (inclusive) of this Schedule.
Reorganisation has the meaning given in Section 3 of this Schedule.

81
Tax Act means:
(a) the Income Tax Assessment Act 1936 of Australia or the Income Tax Assessment
Act 1997 of Australia as the case may be and a reference to any section of the
Income Tax Assessment Act 1936 of Australia includes a reference to that section as
rewritten in the Income Tax Assessment Act 1997 of Australia; and
(b) any other Act setting the rate of income tax payable and any regulation promulgated
under it.
VWAP means, subject to any adjustments under this Schedule, the average of the daily
volume weighted average sale prices (such average being rounded to the nearest full cent) of
Ordinary Shares sold on the Australian Securities Exchange during the VWAP Period or on
the relevant days and where the currency of the Principal Amount in respect of the
Subordinated Note is not Australian dollars, with each such daily price converted into the
Specified Currency on the basis of the spot rate of exchange for the sale of Australian Dollars
against the purchase of the relevant Specified Currency in the Sydney foreign exchange
market quoted by any leading bank selected by the Issuer on the relevant calculation date,
but does not include any Crossing transacted outside the Open Session State or any Special
Crossing transacted at any time, each as defined in the ASX Operating Rules, or any
overseas trades or trades pursuant to the exercise of options over Ordinary Shares;
VWAP Period means the period of five Business Days or such other period specified in the
applicable Pricing Supplement on which trading in Ordinary Shares took place immediately
preceding (but not including) the Trigger Event Date.
14 Interpretation
In respect of Ordinary Shares, if the principal securities exchange on which the Ordinary Shares
are listed becomes other than the Australian Securities Exchange, unless the context otherwise
requires a reference to the Australian Securities Exchange shall be read as a reference to that
principal securities exchange and a reference to the ASX Listing Rules, the ASX Operating
Rules or any term defined in any such rules, shall be read as a reference to the corresponding
rules of that exchange or corresponding defined terms in such rules (as the case may be).