Cleansing Notice

Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
News Release
For release: 8 December 2022
Issue of US$1,250,000,000 Fixed Rate
Subordinated Notes
Notice under section 708A(12H)(e) of the
Corporations Act 2001 (Cwlth)
Today Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (“Issuer”
and “ANZBGL”) will issue US$1,250,000,000 fixed rate subordinated notes due December
2032 pursuant to its US$25,000,000,000 Medium-Term Notes Program (the “Subordinated
Notes”).
The Subordinated Notes convert into fully paid ordinary shares of the Issuer (“ANZ
Ordinary Shares”) where the Australian Prudential Regulation Authority determines this to
be necessary on the grounds that the Issuer would otherwise become non-viable.
2

This notice is a cleansing notice prepared for the purposes of section 708A(12H)(e) of the
Corporations Act 2001 (Cwlth) (“Corporations Act”) (as inserted by ASIC Corporations
(Regulatory Capital Securities) Instrument 2016/71) to enable ANZ Ordinary Shares or
Approved NOHC
1
Ordinary Shares
2
issued on conversion of the Subordinated Notes to be
freely tradeable without further disclosure and includes:

1. In Schedule 1, a description of the rights and liabilities attaching to the Subordinated
Notes that has been extracted from the terms of the Subordinated Notes dated 8
December 2022;

2. In Schedule 2, commercial particulars of the Subordinated Notes, extracted from the
Pricing Supplement for the Subordinated Notes dated 29 November 2022; and

3. In Schedule 3, a description of the rights and liabilities attaching to ANZ Ordinary
Shares.

Words and expressions defined in Schedule 1 have the same meanings in the remainder of
this cleansing notice unless the contrary intention appears.
The issue of Subordinated Notes by the Issuer will not have a material impact on the
Issuer’s financial position. If a Non-Viability Trigger Event occurs and the Issuer issues ANZ

1
Non-operating holding company. Refer to Schedule 1 for the meaning of “Approved NOHC Ordinary Shares” in the
context of the Subordinated Notes.
2
ANZBGL proposes to establish a non-operating holding company, ANZ Group Holdings Limited ACN 659 510 791
(“ANZ NOHC”), by a scheme of arrangement under Part 5.1 of the Corporations Act (“Scheme of Arrangement”). In
connection with the Scheme of Arrangement, if completed, ANZBGL expects to amend the terms of the
Subordinated Notes, without the consent of any holder thereof, to provide that ANZ NOHC will be the issuer of the
ordinary shares that are issuable upon conversion of the Subordinated Notes. ANZBGL shareholders will be asked to
vote on the Scheme of Arrangement on 15 December 2022. So long as all conditions are satisfied, the Scheme of
Arrangement is expected to be implemented in January 2023.

Ordinary Shares, the impact of Conversion on the Issuer would be to increase the Issuer’s
shareholders’ equity. The number of ANZ Ordinary Shares issued on Conversion is limited
to the Maximum Conversion Number. The Maximum Conversion Number is 60,753.3414
ANZ Ordinary Shares per Subordinated Note (with a nominal value of US$200,000), based
on the Issue Date VWAP
3
of US$16.46.
As a disclosing entity, the Issuer is subject to regular reporting and disclosure obligations
under the Corporations Act and ASX Listing Rules. Broadly, these obligations require the
Issuer to prepare and lodge with the Australian Securities and Investments Commission
(“ASIC”) both yearly and half yearly financial statements and to report on its operations
during the relevant accounting period, and to obtain an audit or review report from its
auditor.
Copies of documents lodged with ASIC may be obtained from or inspected at an ASIC office.
The Issuer must ensure that the ASX is continuously notified of information about specific
events and matters as they arise for the purposes of the ASX making the information
available to the Australian securities market. In this regard, the Issuer has an obligation
under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of
any information concerning it of which it becomes aware, which a reasonable person would
expect to have a material effect on the price or value of its quoted securities.
The Issuer will provide a copy of any of the following documents free of charge to any
person who requests a copy before the Subordinated Notes are issued:
• any continuous disclosure notices given by the Issuer in the period after the lodgement
of the annual financial report of the Issuer for the year ended 30 September 2022 and
before the date of this notice;
• the Issuer’s consolidated financial report and dividend announcement for the full year
ended 30 September 2022;
• the Issuer’s annual financial report for the year ended 30 September 2022; and
• the Issuer’s constitution.

All written requests for copies of the above documents should be addressed to:
Investor Relations Department
Australia and New Zealand Banking Group Limited
ANZ Centre Melbourne
Level 10
833 Collins Street
Docklands Vic 3008

Approved for distribution by ANZ’s Continuous Disclosure Committee.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES OF AMERICA
This Notice is not a prospectus or other disclosure document in relation to the Subordinated
Notes, and does not constitute an offer or invitation for the Subordinated Notes or any ANZ
Ordinary Shares for issue or sale in Australia. Subordinated Notes are only available for sale
to persons in Australia in circumstances where disclosure is not required in accordance with

3
Average of the daily volume weighted average sale prices of ANZBGL ordinary shares. Refer to Schedule 1 for the
meaning of “Issue Date VWAP” in the context of the Subordinated Notes.

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

Schedule 1 – Description of rights and liabilities attaching to the Subordinated
Notes

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Australia and New Zealand Banking Group Limited
[Reverse of Fixed Rate Subordinated Notes (Subject to Conversion)]
1 This Security is one of a duly authorized issue of securities of the Issuer (herein
called the “Securities”), issued and to be issued in one or more series in accordance
with the Second Amended and Restated Fiscal Agency Agreement, dated as of
May 6, 2016 (as amended, from time to time, herein called the “Fiscal Agency
Agreement”), between the Issuer and The Bank of New York Mellon, as Fiscal
Agent (herein called the “Fiscal Agent”, which term includes any successor fiscal
agent under the Fiscal Agency Agreement), to which Fiscal Agency Agreement
reference is hereby made for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Issuer, the Fiscal Agent and the
holders of the Securities and of the terms upon which the Securities are, and are to
be, authenticated and delivered. Copies of the Fiscal Agency Agreement are on
file and available for inspection at the corporate trust office of the Fiscal Agent in
the Borough of Manhattan, The City of New York. This Security is one of the series
(this “series”) designated on the face hereof, limited in aggregate Principal Amount
to U.S.$25,000,000,000 (or the equivalent thereof in any other currency or
currencies or currency units or composite currencies) outstanding at any one time
(which amount may be increased at the option of the Issuer if in the future it
determines that it may wish to sell additional Securities of this series).
The Securities of this series are unsecured, direct, subordinated and general
obligations of the Issuer and will rank in a Winding Up of the Issuer behind all
claims of Other Creditors (as defined in Section 7), and, subject to Section 8A, pari
passu with Equal Ranking Securities (as defined in Section 7) and ahead of Junior
Ranking Securities (as defined in Section 7). The Securities of this series will not
constitute deposit liabilities or protected accounts of the Issuer in the
Commonwealth of Australia for the purposes of the Banking Act 1959 of Australia
and are not insured by the Federal Deposit Insurance Corporation or any other
government, governmental agency or compensation scheme of Australia, the
United States or any other jurisdiction or by any party.
2 The Securities of this series are issuable in fully registered form and rank pari passu
without any discrimination, preference or priority among them whatsoever. Unless
otherwise specified on the face of the Security, the Securities of this series are
issuable in the authorized minimum denomination of U.S.$200,000 (or the
equivalent thereof in any other currency or currencies or currency units or
composite currencies) and integral multiples of U.S.$1,000 (or the equivalent
thereof in any other currency or currencies or currency units or composite
currencies) above that amount.

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3 (a) The interest payable on any Interest Payment Date shall be the amount of
interest accrued from, and including, the immediately preceding Interest Payment
Date to which interest has been paid or duly provided for (or, if no interest has yet
been paid, from and including the Issue Date), to, but excluding, such Interest
Payment Date or the Stated Maturity or such earlier date as the Principal Amount
shall become due in accordance with the terms hereof, as the case may be. The rate
of interest on this Security may be reset on one or more Interest Reset Dates if any
such dates are specified on the face of this Security.
(b) The Reset Rate that shall take effect on each Interest Reset Date
shall be the Reset Rate on the corresponding Reset Determination Date.
The Reset Rate determined in accordance with this Section 3(b) will be
adjusted by the addition or subtraction of the Reset Spread, if any, specified on the face of
this Security.
Payments of interest hereon with respect to any Interest Payment Date or at
maturity will include interest accrued to but excluding such Interest Payment Date or such
maturity date, as the case may be. Interest hereon shall be computed on the basis of a
360-day year of twelve 30-day months unless an Alternative Day Count Convention is
specified on the face hereof.
Unless otherwise specified on the face hereof, if any Interest Payment Date
for this Security falls on a day that is not a Business Day, the interest payment shall be
postponed to the next succeeding Business Day, and no interest on such payment shall
accrue for the period from and after the Interest Payment Date. If the maturity date or any
earlier Redemption Date with respect to this Security falls on a day that is not a Business
Day, the payment of principal, and interest otherwise due on such day will be made on the
next succeeding Business Day, and no interest on such payment shall accrue for the period
from and after such maturity date or Redemption Date, as the case may be.
Unless otherwise specified on the face hereof or in an Addendum hereto, if
applicable: “Business Day”:
(a) for the purposes of Sections 8A.1 to 8A.4 and, if Option 1 (Section 8A.2)
applies to this Security, Section 9A, means a day which is a business day
within the meaning of the listing rules of the Australian Securities
Exchange, or any successor (“ASX”) 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 Listing Rules”); and
(b) for all other purposes of this Security, means each Monday, Tuesday,
Wednesday, Thursday or Friday that (i) is not a day on which banking

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institutions in The City of London, The City of New York or the City of
Sydney, Australia generally are authorized or obligated by law, regulation
or executive order to close, (ii) if the Specified Currency for any payment
on this Security is other than U.S. dollars or euros, is not a day on which
banking institutions in the Principal Financial Center (as defined below) of
the country issuing such Specified Currency generally are authorized or
obligated by law, regulation or executive order to close, (iii) if the
Specified Currency for any payment on this Security is euros, is a Euro
Business Day (as defined below) and (iv) solely with respect to any
payment or other action to be made or taken at any Place of Payment
outside The City of New York, is a Monday, Tuesday, Wednesday,
Thursday or Friday that is not a day on which banking institutions in such
Place of Payment generally are authorized or obligated by law, regulation
or executive order to close.
“Euro Business Day” means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any
successor system, is open for business.
“H.15” means the daily statistical release designated as such, or any
successor publication, published by the Board of Governors of the U.S. Federal Reserve
System available through their worldwide web site at
http://www.federalreserve.gov/releases/h15/update, or any successor site or publication,
that establishes yield on actively traded U.S. Treasury securities under the caption
“Treasury constant maturities”, and “most recent H.15” means the H.15 which includes a
yield to maturity for U.S. Treasury securities with the Index Maturity specified on the face
of this Security published closest in time but prior to the relevant Reset Determination
Date.
“Principal Financial Center” means the capital city of the country issuing
the Specified Currency, except, with respect to Australian dollars, Canadian dollars, New
Zealand dollars, South African rand and Swiss francs, the Principal Financial Center shall
be Sydney, Toronto, Auckland, Johannesburg and Zurich, respectively.
“Reset Business Day” means a day on which commercial banks and foreign
exchange markets settle payments and are open for general business (including dealing in
foreign exchange and foreign deposits) in the City of Sydney and The City of New York
and any other location specified on an Addendum hereto, if applicable.
“Reset Determination Date” means the second Reset Business Day
immediately preceding the Interest Reset Date.

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“Reset Rate” means,
(i) if “U.S. Treasury Rate” is specified as the Reset Rate on the face of
this Security, the interest rate (expressed as a percentage per annum) determined by the
Calculation Agent to be the per annum rate equal to the yield to maturity for U.S. Treasury
securities with the Index Maturity specified on the face of this Security, as published in the
most recent H.15; or
(ii) if “Other” is specified as the Reset Rate on the face of this Security,
the interest rate (expressed as a percentage per annum) determined in accordance with an
Addendum hereto.
References in this Security to “U.S. dollars” shall mean, as of any time, the
coin or currency that is then legal tender for the payment of public and private debts in the
United States of America.
References in this Security to the “euro” shall mean, as of any time, the coin
or currency that is then legal tender for the payment of public and private debts in all EMU
Countries.
“EMU Countries” means, at any time, the countries then participating in
the European Economic and Monetary Union (or any successor union) that, as of that time,
have adopted a single currency pursuant to the Treaty on European Union of February 1992
(or any successor treaty), as it may be amended from time to time.
References in this Security to a particular currency other than U.S. dollars
and euros shall mean, as of any time, the coin or currency that is then legal tender for the
payment of public and private debts in the country issuing such currency on the Issue Date.
If the Specified Currency for any payment on this Security is other than U.S.
dollars, the Issuer has initially appointed the institution named on the face of this Security
as Exchange Rate Agent to act as such agent with respect to this Security, but the Issuer
may, in its sole discretion, appoint any other institution (including any affiliate of the
Issuer) to serve as such agent from time to time. The Issuer will give the Fiscal Agent
prompt written notice of any change in any such appointment. Insofar as this Security
provides for any such agent to obtain rates, quotes or other data from a bank, dealer or other
institution for use in making any determination hereunder, such agent may do so from any
institution or institutions of the kind contemplated hereby notwithstanding that any one or
more of such institutions are any such agent, affiliates of any such agent or affiliates of the
Issuer.
All determinations made by the Exchange Rate Agent may be made by such
agent in its sole discretion and, absent manifest error, shall be conclusive for all purposes

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and binding on the holder of this Security and the Issuer. The Exchange Rate Agent shall
not have any liability therefor.
4 The Issuer shall maintain in the Borough of Manhattan, The City of New York, an
office or agency where Securities of this series may be surrendered for registration
of transfer or exchange. The Issuer has initially appointed the corporate trust office
of the Fiscal Agent in the Borough of Manhattan, The City of New York, as its
agent (a “Transfer Agent”) for such purpose and has agreed to cause to be kept at
such office a register in which, subject to such reasonable regulations as it may
prescribe, the Issuer will provide for the registration of Securities and registration
of transfers of Securities. The Issuer reserves the right to vary or terminate the
appointment of the Fiscal Agent as security registrar or of any Transfer Agent or to
appoint additional or other registrars or Transfer Agents or to approve any change
in the office through which any security registrar or any Transfer Agent acts,
provided that there will at all times be a security registrar in the Borough of
Manhattan, The City of New York.
The transfer of this Security is registrable on the aforementioned register
upon surrender of this Security at the corporate trust office of the Fiscal Agent or any
Transfer Agent duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Fiscal Agent duly executed by, the registered holder
thereof or his attorney duly authorized in writing. Upon such surrender of this Security for
registration of transfer, the Issuer shall execute, and the Fiscal Agent shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Securities
of like tenor and form, dated the date of authentication thereof, of an authorized
denomination or authorized denominations and of a like aggregate Principal Amount.
At the option of the registered holder upon request confirmed in writing,
Securities may be exchanged for Securities of an authorized denomination or authorized
denominations and of a like tenor, form and aggregate Principal Amount upon surrender
of the Securities to be exchanged at the office of any Transfer Agent or at the corporate
trust office of the Fiscal Agent. Whenever any Securities are so surrendered for exchange,
the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, the Securities
which the registered holder making the exchange is entitled to receive. Any registration of
transfer or exchange will be effected upon the Transfer Agent or the Fiscal Agent, as the
case may be, being satisfied with the documents of title and identity of the person making
the request and subject to such reasonable regulations as the Issuer may from time to time
agree with the Transfer Agents and the Fiscal Agent.
In the event of a redemption of the Securities in part, the Issuer shall not be
required (i) to register the transfer of or exchange any Security during a period beginning
at the opening of business 15 calendar days before, and continuing until, the date notice is
given identifying the Securities to be redeemed, or (ii) to register the transfer of or exchange
any Security, or portion thereof, called for redemption.

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All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Issuer, evidencing the same debt, and entitled
to the same benefits, as the Securities surrendered upon such registration of transfer or
exchange. No service charge shall be made for any registration of transfer or exchange, but
the Issuer may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith, other than an exchange in connection with a partial
redemption of a Security not involving any registration of a transfer.
Prior to due presentment of this Security for registration of transfer, the
Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent may treat the person
in whose name this Security is registered as the owner hereof for all purposes, whether or
not this Security be overdue, and neither the Issuer nor the Fiscal Agent or any such agent
shall be affected by notice to the contrary.
5 The Issuer shall pay to the Fiscal Agent at its principal corporate trust office in the
Borough of Manhattan, The City of New York, on or prior to each Interest Payment
Date, any date on which this Security is to be redeemed in accordance with its terms
(each a “Redemption Date”) and the maturity date of this Security, in such amounts
sufficient (with any amounts then held by the Fiscal Agent and available for the
purpose) to pay the interest on, the redemption price of and accrued interest (if the
Redemption Date is not an Interest Payment Date) on, and the principal of, the
Securities due and payable on such Interest Payment Date, Redemption Date or
maturity date, as the case may be. The Fiscal Agent shall apply the amounts so
paid to it to the payment of such interest, redemption price and principal in
accordance with the terms of the Fiscal Agency Agreement and this Security.
Any monies paid by the Issuer to a Paying Agent for the payment of the
principal of or interest on any Securities and remaining unclaimed at the end of two years
after such principal or interest shall have become due and payable (whether at maturity,
upon call for redemption or otherwise) shall then be repaid (without interest) to the Issuer,
and upon such repayment all liability of the Fiscal Agent with respect thereto shall cease,
without, however, limiting in any way any obligation the Issuer may have to pay the
principal of and interest on this Security as the same shall become due.
6 (a) All payments of, or in respect of, principal of and interest on this Security
will be made without withholding or deduction for, or on account of, any taxes,
assessments or other governmental charges (“Relevant Tax”) imposed or levied by
or on behalf of Australia or any political subdivision or taxing authority in or of
Australia and/or where the Issuer is acting through a branch, the jurisdiction in
which the branch is located or any political subdivision or taxing authority in or of
that jurisdiction (each a “Relevant Jurisdiction”) unless the withholding or
deduction is required by law. In that event, the Issuer will pay such additional
amounts of, or in respect of, the principal of, and any interest on, this Security
(“Additional Amounts”) as will result (after deduction of such taxes, duties,

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assessments or governmental charges and any additional taxes, duties, assessments
or governmental charges payable in respect of such Additional Amounts) in the
payment to the holder of this Security of the amounts which would have been
payable in respect of this Security had no such withholding or deduction been
required, except that no Additional Amounts shall be payable:
to the extent that the Relevant Tax is imposed or levied by virtue of the
holder, or the beneficial owner, of this Security having some connection
(whether present, past or future) with a Relevant Jurisdiction, other than
mere receipt of such payment or being a holder, or the beneficial owner, of
this Security;
to the extent that the Relevant Tax is imposed or levied by virtue of the
holder, or the beneficial owner, of this 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 (including supplying an appropriate tax file number or
Australian Business Number), if the Issuer, or any other agent of the Issuer,
has provided a holder, or beneficial owner, of this Security with at least
60 days’ prior written notice of an opportunity to comply with such
statutory requirements or make a declaration or claim;
to the extent that the Relevant Tax is imposed or levied by virtue of a holder,
or beneficial owner, of this Security having presented for payment more
than 30 days after the date on which the payment in respect of this Security
first became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;
to the extent that the Relevant Tax is imposed or levied by virtue of a holder
of this Security being 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 2001 of Australia). “Offshore Associate” means an
associate (as defined in section 128F of the Income Tax Assessment Act
1936 of Australia and successor legislation) of the Issuer that is either a
non-resident of Australia which does not acquire this Security in carrying
on a business at or through a permanent establishment in Australia or,
alternatively, a resident of Australia that acquires this Security in carrying
on business at or through a permanent establishment outside of Australia;
to the extent that the Relevant Tax is imposed or levied as a result of the
holder being party to or participating in a scheme which had the dominant
purpose of avoiding tax, being a scheme which the Issuer was neither a
party to nor participated in;

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to the extent that the Relevant Tax is imposed or levied by virtue of a holder,
or the beneficial owner, of this Security having presented this Security for
payment in a Relevant Jurisdiction, unless this Security could not have been
presented for payment elsewhere; or
any combination of the above.
In addition, any amounts to be paid on this Security will be paid and any Ordinary
Shares to be issued to a holder on Conversion of a Security will be issued to the
holder, net of any deduction or withholding imposed or required pursuant to
Sections 1471 through 1474 of the United States Internal Revenue Code of 1986,
as amended (the “Code”), any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b) of
the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant
to any intergovernmental agreement entered into in connection with the
implementation of such Sections of the Code (a “FATCA Withholding”), and no
Additional Amounts will be required to be paid and no additional Ordinary Shares
will be required to be issued on account of any such deduction or withholding.
(b) No Additional Amounts shall be paid with respect to any payment
of, or in respect of, the principal of or interest on, this Security to any such holder who is a
fiduciary or partnership or other than the sole beneficial owner of such payment to the
extent such payment would, under the laws of the Commonwealth of Australia or any
political subdivision or taxing authority thereof or therein, be treated as being derived or
received for tax purposes by a beneficiary or settlor with respect to such fiduciary or a
member of such partnership or a beneficial owner who would not have been entitled to
such Additional Amounts had it been the holder of this Security.
(c) Whenever in this Security there is mentioned, in any context, any
payment of, or in respect of, the principal of or interest on, this Security, such mention shall
be deemed to include mention of the payment of Additional Amounts provided for in
Section 6(a) to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to the provisions of such Section.
(d) At least 10 days prior to each date on which any payment under or
with respect to this Security is due and payable, if the Issuer will be obligated to pay
Additional Amounts with respect to such payment, the Issuer will deliver to the Fiscal
Agent and the Paying Agent an Officer’s Certificate (as hereinafter defined) stating the fact
that such Additional Amounts will be payable and the amounts so payable and will set forth
such other information necessary to enable the Fiscal Agent and such Paying Agent to pay
such Additional Amounts to the holders on the payment date; provided, however, that if
10 days prior to each date on which any such payment is due and payable the amount of
such payment has not yet been determined, the Issuer shall notify the Fiscal Agent of such
amount promptly after such amount has been determined.

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7 (a) Prior to the commencement of a Winding Up of the Issuer (as hereinafter
defined) (i) the obligations of the Issuer to make any payment of the principal of
and interest on or any other amounts (including Additional Amounts) payable in
respect of this Security shall be conditional upon the Issuer being Solvent (as
hereinafter defined) at the time the obligation to make such payment falls due and
(ii) no payment of principal, interest, Additional Amounts or any other amount
payable in respect of this Security shall be made in respect of this Security except
to the extent that the Issuer may make any such payment and still be Solvent
immediately thereafter.
For the purposes of this Section 7, the Issuer shall be considered to be
“Solvent” if (A) the Issuer is able to pay all its debts as and when they become due and
payable and (B) the Issuer's assets exceed its liabilities, in each case determined on an
unconsolidated stand-alone basis. A certificate as to whether the Issuer is Solvent signed
by two authorised officers of the Issuer, an auditor of the Issuer or, if the Issuer is being
wound up, its liquidator, shall be conclusive evidence of the information contained therein
in the absence of willful default, bad faith or manifest error. Neither the Fiscal Agent nor
any Paying Agent is obliged to obtain any such certificate prior to any due date for payment
of any amount in respect of this Security or at any other time. In the absence of such a
certificate, the Fiscal Agent, each Paying Agent and the holder of this Security shall be
entitled to assume (unless the contrary is proved) that the Issuer is Solvent and will be
Solvent immediately after any payment referred to above is made.
(b) On the Winding-Up of the Issuer, the rights and claims of the holder
of this Security against the Issuer to recover any sums payable in respect of this Security
shall be subordinate and junior in right of payment to the obligations of the Issuer to Other
Creditors (as hereinafter defined), to the extent that all obligations of the Issuer to Other
Creditors shall be entitled to be paid in full prior to any payment of the principal of or
interest on or any other amounts (including Additional Amounts) payable in respect of this
Security and, subject to Section 8A, shall rank pari passu with Equal Ranking Securities
and ahead of Junior Ranking Securities.
(c) If there is a Winding Up in respect of the Issuer and, notwithstanding
paragraph (b) above, the Fiscal Agent, the Paying Agent or the holder of this Security
receives any payment or distribution of the assets of the Issuer of any kind or character,
whether in cash, property or securities, including any such payment or distribution which
may be payable or deliverable by reason of the payment of any other indebtedness of the
Issuer being subordinated to the payment of this Security, before all the claims of Other
Creditors are paid in full or payment thereof is duly provided for, and if such fact shall, at
or prior to the time of such payment or distribution, have been made known to the Fiscal
Agent, the Paying Agent or, as the case may be, the holder of this Security, then and in
such event such payment or distribution shall be paid over or delivered forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
person making payment or distribution of assets of the Issuer for application to the payment

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of all claims of the Other Creditors remaining unpaid, to the extent necessary to pay all
such claims in full, after giving effect to any concurrent payment or distribution to or for
the account of the Other Creditors.
(d) Neither the Issuer nor a holder of this Security has any contractual
right to set off any sum at any time due and payable to a holder or the Issuer (as applicable)
under or in relation to this Security against amounts owing by the holder to the Issuer or
by the Issuer to the holder (as applicable).
(e) On a Winding Up of the Issuer, the holder of this Security shall only
be entitled to prove for any sums payable in respect of this Security as a debt which is
subject to and contingent upon prior payment in full of the obligations of the Issuer to the
Other Creditors, and the holder of this Security waives to the fullest extent permitted by
law any right to prove in the Winding Up as a creditor of the Issuer ranking for payment in
any other manner.
(f) The provisions of this Section shall not affect or prejudice the
payment of any amounts by the Issuer in respect of costs, charges, expenses, liabilities,
indemnities or remuneration of the Fiscal Agent or any Paying Agent pursuant to the Fiscal
Agency Agreement or the rights and remedies of the Fiscal Agent or the Paying Agent in
respect thereof.
(g) For the purposes of this Section 7, “Other Creditors” means all
present and future creditors of the Issuer (including but not limited to depositors of the
Issuer) whose claims (i) would be entitled to be admitted in the Winding Up of the Issuer
and (ii) are not in respect of Equal Ranking Securities or Junior Ranking Securities.
(h) For the purposes of this Section 7 and Section 9, “Winding Up” shall
mean any procedure whereby the Issuer may be wound-up, dissolved, liquidated or cease
to exist as a body corporate whether brought or instigated by a holder of this Security or
any other person and whether or not involving insolvency or bankruptcy, but shall exclude
any Winding Up under or in connection with a scheme of amalgamation or reconstruction
not involving our bankruptcy or insolvency where the obligations of the Issuer are assumed
by a successor to which all, or substantially all, of the property, assets and undertaking of
the Issuer are transferred or where an arrangement with similar effect not involving a
bankruptcy or insolvency is implemented.
(i) For the purposes of this Section 7, “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 (i) 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)

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and (ii) any other instruments issued as Relevant Tier 2 Securities (as defined in Section
8A.4).
(j) For the purposes of this Section 7, “Junior Ranking Securities”
means any present or future instrument (i) issued as Tier 1 Capital and (ii) that by its terms
is, or is expressed to be, subordinated in a Winding Up of the Issuer to the claims of holders
of the Securities of this series and other Equal Ranking Securities.
(k) Any amount not paid due to Section 7(a) or Section 9(d), remains a
debt owing to the holder of this Security 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 Section.
8 (a) If specified on the face of this Security and subject to the prior written
approval of Australian Prudential Regulation Authority (“APRA”) having been
obtained, the Securities of this series may be redeemed, as a whole but not in part,
at the option of the Issuer, at a redemption price equal to 100% of the Principal
Amount of the Securities to be redeemed together with interest accrued to the date
fixed for redemption, if a Regulatory Event occurs, provided, however, that (1) the
Issuer shall deliver to the holder of this Security an opinion of counsel confirming
that the conditions that must be satisfied for such redemption have occurred and (2)
the Issuer will not be permitted to redeem this Security unless the Security is
replaced concurrently or beforehand with Regulatory Capital of the same or better
quality and the replacement of the Security 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 (each as defined in
Section 8A.4 below) is well above its minimum capital requirements after the
Issuer elects to redeem this Security. Immediately prior to the giving of any notice
of redemption of Securities pursuant to this subsection (a), the Issuer will deliver
to the Fiscal Agent an Officer’s Certificate stating that the Issuer is entitled to effect
such redemption and setting forth in reasonable detail a statement of facts showing
that the conditions precedent to the right of the Issuer to so redeem the Securities
have occurred.
For the purposes of this Security, “Regulatory Event” shall mean the receipt by the
directors of the Issuer of (x) 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 in any Relevant Jurisdiction,
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 (y) an official
written statement from APRA that, in each case, the Issuer is not or will not be entitled to
treat all Securities of a series as Tier 2 Capital (as defined in Section 8A.4), provided that,
in each case, on the Issue Date, the Issuer did not expect that matters giving rise to the
Regulatory Event would occur.

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For the purposes of this Security, “Regulatory Capital” shall mean a Tier 1 Capital Security
or a Tier 2 Capital Security.
(b) If specified on the face of this Security and subject to the prior
written approval of APRA having been obtained, the Securities of this series may be
redeemed, as a whole but not in part, at the option of the Issuer, at a redemption price equal
to 100% of the Principal Amount of the Securities to be redeemed, together with interest
accrued to the date fixed for redemption, if, as a result of any amendment to, or change in,
the laws or regulations of a Relevant Jurisdiction, or any amendment to or change in an
official interpretation or application of such laws or regulations, which amendment or
change is effective after the Issue Date and which amendment or change the Issuer did not
expect as of the Issue Date, the Issuer will become obligated to pay Additional Amounts
(as provided in Section 6(a) hereof), and such obligation cannot be avoided within 60 days
of such tax event by the Issuer by filing a form, making an election or taking some
reasonable measure that in the Issuer’s sole judgment will not be adverse to the Issuer and
will involve no material cost to the Issuer, provided, however, that (1) the Issuer shall
deliver to the holder of this Security an opinion of counsel confirming that the conditions
that must be satisfied for such redemption have occurred; and (2) the Issuer will not be
permitted to redeem this Security unless the Security is replaced concurrently or
beforehand with Regulatory Capital (as defined above) of the same or better quality and
the replacement of the Security 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 this Security. Immediately prior to the giving of any notice of redemption
of Securities pursuant to this subsection (b), the Issuer will deliver to the Fiscal Agent an
Officer’s Certificate stating that the Issuer is entitled to effect such redemption and setting
forth in reasonable detail a statement of facts showing that the conditions precedent to the
right of the Issuer to so redeem the Securities have occurred.
(c) If a Redemption Commencement Date is specified on the face
hereof, this Security is subject to redemption, at any time on or after the Redemption
Commencement Date, as a whole or in part, at the option of the Issuer (but subject to the
prior written approval of APRA having been obtained and provided that the Issuer will not
be permitted to redeem this Security unless the Security is replaced concurrently or
beforehand with Regulatory Capital of the same or better quality and the replacement of
the Security 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
this Security), at the Redemption Price specified on the face hereof (expressed as a
percentage of the Principal Amount of this Security), applicable to the Redemption Period
specified on the face hereof, together in the case of any such redemption with accrued
interest (unless such date is an Interest Payment Date) to the Redemption Date (but interest
installments due on or prior to the Redemption Date will be payable to the holder of record
of this Security at the close of business on the relevant record dates).

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(d) In the case of any partial redemption of Securities, the Issuer will
give the holder written notice of the Principal Amount of the Securities to be redeemed not
less than 10 days nor more than 60 days prior to the Redemption Date unless otherwise
specified on the face hereof for the Outstanding Securities of a like tenor not previously
called for redemption, by such method as the Fiscal Agent shall deem fair and appropriate
and which may provide for the selection for redemption of portions equal to at least the
minimum authorized denomination of such Securities.
(e) Notices to redeem Securities shall be given in writing and given by
first-class mail (postage prepaid), by overnight courier or by facsimile or other electronic
means of transmission (including e-mail) to each holder of Securities at his or her address
as it appears in the register hereinabove referred to. Such notice will be given once not
more than 60 days nor less than 10 days prior to the date fixed for redemption. In case it
shall be impracticable to give such notice by mail, by overnight courier or by facsimile or
other electronic means of transmission, then such notification in lieu thereof as shall be
made by the Issuer or by the Fiscal Agent on behalf of and at the instruction of the Issuer
shall constitute sufficient provision of such notice, if such notification shall, so far as may
be practicable, approximate the terms and conditions of the notice in lieu of which it is
given. Neither the failure to give notice nor any defect in any notice given to any particular
holder of a Security shall affect the sufficiency of any notice with respect to that holder or
any other holders. Such notices will be deemed to have been given on the date that such
notice is given in the manner herein provided. Notices to redeem Securities shall specify
the date fixed for redemption, the applicable redemption price, the place or places of
payment, that payment will be made upon presentation and surrender of the Securities to
be redeemed (or portion thereof in the case of a partial redemption), that interest accrued
to the date fixed for redemption (unless such date is an Interest Payment Date) will be paid
as specified in said notice, and that on and after said date interest thereon will cease to
accrue. If the redemption is pursuant to Section 8(a) or Section 8(b) hereof, such notice
shall also state that the conditions precedent to such redemption have occurred and state
that the Issuer has elected to exercise its option to redeem the Securities pursuant to
Section 8(a) or Section 8(b), as the case may be.
Notwithstanding anything in this Security to the contrary, where this
Security provides for notice of any event to a holder of a Global Security, such notice shall
be sufficiently given if given in writing to the depositary for such Security (or its designee),
not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed
for the giving of such notice.
(f) Any Security which is to be redeemed only in part shall be
surrendered with, if the Issuer or the Fiscal Agent so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent duly
executed by, the holder thereof or his attorney duly authorized in writing, and the Issuer
shall execute, and the Fiscal Agent shall authenticate and deliver to the registered holder
of such Security without service charge, a new Security or Securities of like form and tenor,

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of any aggregate Principal Amount equal to and in exchange for the unredeemed portion
of the principal of the Registered Security so surrendered.
(g) The Issuer and any of its Related Entities (as defined in
Section 8A.4) may, to the extent permitted by applicable laws and regulations, at any time
purchase this Security in the open market or otherwise, provided that the Issuer may not
purchase, or procure that any of its Related Entities purchase, any Security without the
prior written consent of APRA.
Holders of this Security should not expect that APRA’s approval will be
given for any redemption or purchase of this Security.
8A.1 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”.
8A.1A CONVERSION MECHANICS
(a) Schedule A and Schedule B to these terms (including the defined terms contained
in the relevant Schedule) shall be deemed to form part of, and be incorporated in,
Section 8A.2.
(b) For these purposes:
(i) Schedule A to these terms shall apply to a Security that is issued at any time
prior to the Approved NOHC Substitution Date, until such time as an
amendment is made to such Security in accordance with Section 9A.1(c) in
connection with the Scheme of Arrangement; and
(ii) Schedule B to these terms shall apply to a Security that is issued at any time
on or after the Approved NOHC Substitution Date and to any Securities
issued before that date that have been amended in accordance with Section
9A.1(c) in connection with the Scheme of Arrangement; and
(c) references herein to “the relevant Schedule” shall be construed accordingly.

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(d) The “Approved NOHC Substitution Date” means the date identified as such in a
written notice to the Fiscal Agent and to the holders of Securities, which shall be
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.
(e) 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 October 26, 2022 and registered by ASIC for the purposes
of subsection 412(6) of the Corporations Act.
8A.2 OPTION 1: CONVERSION WITH A FALL BACK TO WRITE-OFF
(a) If a Non-Viability Trigger Event occurs:
on the Trigger Event Date, subject only to subsection (e) of this Section
8A.2, such Principal Amount of the Securities will immediately Convert as
is required by the Non-Viability Determination provided that:
(A) where the Non-Viability Trigger Event occurs under Section
8A.1(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 Securities shall Convert as is
sufficient (determined by the Issuer in accordance with subsection
(a)(ii) of this Section 8A.2) to satisfy APRA that the Issuer is viable
without further conversion or write-off; and
(B) where the Non-Viability Trigger Event occurs under Section
8A.1(b), all the Principal Amount of the Securities will immediately
Convert;
the Issuer will determine the Principal Amount of Securities which must be
Converted in accordance with subsection (a)(i)(A) of this Section 8A.2, on
the following basis:
(A) first, convert into Ordinary Shares or write-off all Relevant Tier 1
Securities; and
(B) secondly, if conversion into Ordinary Shares or write-off of all
Relevant Tier 1 Securities is not sufficient to satisfy the
requirements of subsection (a)(i)(A) of this Section 8A.2 (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 a Principal Amount of Securities

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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 authorized denominations of the Principal Amount
of any Securities 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 the foregoing,
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 of the relevant Principal Amount of Securities;
on the Trigger Event Date, the Issuer shall determine the Securities or
portions thereof as to which the Conversion is to take effect and in making
that determination may make any decisions with respect to the identity of
the holders of Securities at that time as may be necessary or desirable to
ensure Conversion occurs in an orderly manner, including disregarding any
transfers of Securities that have not been settled or registered at that time,
provided that such determination does not impede or delay the immediate
Conversion of the relevant Principal Amount of Securities;
the Issuer must give notice of its determination pursuant to
subsection (a)(iii) of this Section 8A.2 (a “Trigger Event Notice”) as soon
as practicable to the Fiscal Agent and holders of Securities, which must
specify:
(A) the Trigger Event Date;
(B) the Principal Amount of the Securities Converted; and
(C) the relevant number or principal amount of other Relevant
Securities converted or written-off;
none of the following events shall prevent, impede or delay the Conversion
of Securities as required by subsection (a)(i) of this Section 8A.2:

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(A) any failure or delay in the conversion or write-off of other Relevant
Securities;
(B) any failure or delay by a holder of a Security or any other party in
complying with the provisions of Section 8A.2(h);
(C) any requirement to select or adjust the number or Principal Amount
of Securities to be Converted in accordance with
Section 8A.2(a)(ii)(B) or 8A.2(a)(iii);
(D) any failure or delay in giving a Trigger Event Notice; and
(E) any failure or delay in quotation of Ordinary Shares to be issued on
Conversion; and
on and from the Trigger Event Date, subject to Sections 8A.2(e) and
8A.2(f)(iii)(C), the Issuer or ANZ NOHC (as applicable) shall treat the
holder of any Security 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.
(b) Where a Principal Amount of Securities is required to be Converted under this
Section 8A.2, a holder of Securities 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 Section 8A.2(d)(vii) applies, within 30 days of the date on which
Ordinary Shares are issued upon such Conversion), have provided to the Issuer:
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;
the security account details of such holder of Securities in CHESS (being
the Clearing House Electronic Subregister System of Australia operated by
the ASX or its affiliates or successors) or such other account to which the
Ordinary Shares may be credited; and
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 the holder of
Securities,
and the Issuer has no duty to seek or obtain such information.

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(c) Subject to Section 8A.2(d) and Section 8A.2(e), if, in respect of a Conversion
of Securities, 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 Securities to, or in
accordance with the instructions of, the relevant holder of Securities on the
Trigger Event Date or any other nominee where Section 8A.2(d) applies, the
Principal Amount of such Securities which would otherwise be subject to
Conversion shall remain on issue and outstanding until:
the Ordinary Shares are issued to, or in accordance with the instructions of,
the holder of such Securities; or
such Securities are Written-Off in accordance with the terms hereof;
provided, however, that the sole right of the holder of Securities in respect of
Securities or portion thereof that are subject to Conversion is its right to be issued
Ordinary Shares upon Conversion (subject to its compliance with Section 8A.2(b)
or to receive the proceeds from their sale pursuant to Section 8A.2(d), as applicable)
and the remedy of such holder 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
Section 8A.2(e)) 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 Holder or where Section 8A.2(d) applies to the nominee and to receive such
proceeds of sale, in each case, in accordance with the terms of the Securities. This
Section 8A.2(c) 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 the terms hereof.
(d) If, in respect of a Security and a holder of that Security, the Security or portion
thereof is required to be Converted and:
the holder of the Security 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;
the Securities are held by a registered holder of the Security 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”);

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- 29 -


the holder of that Security is a Clearing System Holder;
for any reason (whether or not due to the fault of the holder of the Security)
the Issuer has not received the information required by subsection (b) of
this Section 8A.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 holder of the Security
on the Trigger Event Date; or
a FATCA Withholding is required to be made in respect of the Ordinary
Shares issued on the Conversion,
then, on the Trigger Event Date:
where subsection (d)(i), (d)(ii) or (d)(v) of this Section 8A.2 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 holder of the Security only to the extent (if at all)
that:
(A) where subsection (d)(i) of this Section 8A.2 applies, the holder of
the Security has notified the Issuer that it wishes to receive them;
(B) where subsection (d)(ii) of this Section 8A.2 applies, the Issuer is
satisfied that the laws of both the Commonwealth of 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 which the Issuer in its absolute discretion regards
as acceptable and not unduly onerous; and
(C) where subsection (d)(v) of this Section 8A.2 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 holder of the Security,
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
subsection (d)(vii);

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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 holder of the Security to a competent nominee (which may not be the
Issuer or any of its Related Entities) and will promptly notify such holder
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:
(A) subject to subsection (d)(vii)(B) of this Section 8A.2, 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 holder of the Security;
(B) where subsection (d)(iii) or (d)(iv) of this Section 8A.2 applies, the
nominee will hold such Ordinary Shares and will transfer Ordinary
Shares to such holder (or, where paragraph (d)(iii) applies, the
person for whom the Clearing System Holder holds the Security)
promptly after such person provides the nominee with the
information required to be provided by such holder under
Section 8A.2(b) (as if a reference in Section 8A.2(b) 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 Security and failing which the nominee
will sell the Ordinary Shares and pay the proceeds to such person
in accordance with subsection (d)(vii)(A) of this Section 8A.2; and
(C) where subsection (d)(v) of this Section 8A.2 applies, the nominee
shall deal with Ordinary Shares the subject of a FATCA
Withholding and any proceeds of their disposal in accordance with
FATCA;
nothing in this subsection (d) shall affect the Conversion of the Securities
of a holder who is not a person to which any of subsections (d)(i) to (d)(v)
(inclusive) of this Section 8A.2 applies; and
for the purpose of this Section 8A.2(d), none of the Issuer, ANZ NOHC nor
the nominee owes any obligations or duties to the holders in relation to the
price at which Ordinary Shares are sold or has any liability for any loss
suffered by a holder as a result of the sale of Ordinary Shares.

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(e) Notwithstanding any other provision of this Section 8A.2, where Securities are
required to be Converted on the Trigger Event Date and Conversion of the relevant
Principal Amount of the Securities that are subject to Conversion has not been
effected within 5 Business Days after the relevant Trigger Event Date for any reason
(including an Inability Event), (A) the Principal Amount of each Security which,
but for this subsection (e), 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 Fiscal Agent and the holders of the Securities of the foregoing
as promptly as practically possible.
(f) Each holder of Securities irrevocably:
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 the Securities as required by this Section 8A.2 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
holder on Conversion;
acknowledges and agrees that it is obliged to accept Ordinary Shares upon
a Conversion of the Securities it holds notwithstanding anything that might
otherwise affect a Conversion of such Principal Amount of Securities
including:
(A) any change in the financial position of the issuer of the Ordinary
Shares, whether the Issuer or ANZ NOHC, since the issue of such
Securities;
(B) any disruption to the market or potential market for the Ordinary
Shares or to capital markets generally; or
(C) any breach by the Issuer or, from the Approved NOHC Substitution
Date, the Issuer or ANZ NOHC, of any obligation in connection
with such Securities;
acknowledges and agrees that where Section 8A.2(a) applies:
(A) there are no other conditions to a Non-Viability Trigger Event
occurring as and when provided in Section 8A.1;

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(B) 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 Securities;
(C) it will not have any rights to vote in respect of any Conversion and
the Security 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
(D) the Ordinary Shares issued on Conversion may not be quoted at the
time of issue, or at all;
acknowledges and agrees that where Section 8A.2(e) applies, no conditions
or events will affect the operation of that Section and such holder will not
have any rights to vote in respect of any Write-Off under that Section and
has no claim against the Issuer or, from the Approved NOHC Substitution
Date, the Issuer or ANZ NOHC, arising in connection with the application
of that Section;
acknowledges and agrees that such holder has no right to request a
Conversion of any Principal Amount of any Securities or to determine
whether (or in what circumstances) the Principal Amount of Securities it
holds are Converted;
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 Securities:
(A) any failure to or delay in the conversion or write-off of other
Relevant Securities;
(B) any failure or delay in giving a Trigger Event Notice or other notice
required by this Section 8A.2;
(C) any failure or delay in quotation of the Ordinary Shares to be issued
on Conversion;
(D) any failure or delay by a holder of a Security or any other party in
complying with the provisions of Section 8A.2(h);
(E) any requirement to select or adjust the number or Principal Amount
of Securities to be Converted in accordance with Section
8A.2(a)(ii)(B) or 8A.2(a)(iii); and

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where Schedule B applies to the Conversion of a Security, acknowledges
and agrees that if, in respect of a Conversion, ANZ NOHC has issued the
Conversion Number of Ordinary Shares to the holders of Securities but the
Security or portion thereof has not been transferred free from encumbrance
to the Transferee, the Security or such portion shall be Written-Off in
accordance with Section 8A.2(g) without prejudice to the issue of the
Ordinary Shares.
(g) For the purposes of this Section 8A.2 “Written-Off” shall mean that, in respect of
a Security or portion thereof that is otherwise subject to Conversion and a Trigger
Event Date:
the Security or portion thereof that is otherwise subject to Conversion will
not be Converted on that date and will not be Converted or redeemed under
the terms hereof on any subsequent date; and
with effect on and from the Trigger Event Date, the rights of the relevant
holder of the Security 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 Security or portion thereof are immediately and irrevocably
terminated and written-off; and
“Write-Off” has a corresponding meaning.
(h) If any Security is to be Converted or Written-Off only in part:
(i) where Schedule A applies to that Security, the Security shall be surrendered
with, if the Issuer or the Fiscal Agent so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Issuer and the
Fiscal Agent duly executed by, the holder thereof or his attorney duly
authorized in writing, and the Issuer shall execute, and the Fiscal Agent
shall authenticate and deliver to the registered holder of such Security
without service charge, a new Security or Securities of this series of like
form and tenor, of any aggregate Principal Amount equal to and in exchange
for the non-Converted or non-Written-Off portion of the Principal Amount
of the Security so surrendered; or
(ii) where Schedule B applies to that Security:
(A) the Security shall be surrendered with, if the Issuer or the Fiscal
Agent so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Issuer and the Fiscal Agent duly

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executed by, the holder thereof or his attorney duly authorized in
writing;
(B) the Issuer shall execute, and the Fiscal Agent shall authenticate and
deliver to the registered holder of such Security without service
charge, a new Security or Securities of this series of like form and
tenor, of any aggregate Principal Amount equal to and in exchange
for the non-Converted or non-Written-Off portion of the Principal
Amount of the Security so surrendered; and
(C) ANZ NOHC will be taken to hold (as a result of the transfer in
accordance with Schedule B) a new Security with a principal
amount equal to the Converted or Written-Off portion (as
applicable) of the Principal Amount of the original Security, and on
terms otherwise identical to the terms of such Security (the
“Affected Security”).
(i) 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.
(j) Where a Security is Converted or Written-Off only in part, then the amount of
interest payable in respect of that Security on each Interest Payment Date falling
after that Trigger Event Date will be reduced and calculated on the Principal
Amount of that Security as reduced on the date of the Conversion or Write-Off.
(k) Each holder of Securities irrevocably authorizes 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 Securities the subject of the Conversion.
8A.3 OPTION 2: WRITE-OFF
(a) If a Non-Viability Trigger Event occurs:
on the Trigger Event Date, such Principal Amount of the Securities will
immediately be Written-Off as is required by the Non-Viability
Determination provided that:
(A) where the Non-Viability Trigger Event occurs under Section
8A.1(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 Securities shall be immediately
Written-Off as is sufficient (determined by the Issuer in accordance

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with subsection (a)(ii) of this Section 8A.3) to satisfy APRA that
the Issuer is viable without further conversion or write-off; and
(B) where the Non-Viability Trigger Event occurs under Section
8A.1(b), all the Principal Amount of the Securities will immediately
be Written-Off;
the Issuer will determine the Principal Amount of Securities which must be
Written-Off in accordance with subsection (a)(i)(A) of this Section 8A.3,
on the following basis:
(A) first, convert into Ordinary Shares or write-off all Relevant Tier 1
Securities; and
(B) secondly, if conversion into Ordinary Shares or write-off of those
Relevant Tier 1 Securities is not sufficient to satisfy the
requirements of subsection (a)(i)(A) of this Section 8A.3 (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), Write-Off a Principal Amount of
Securities and convert into Ordinary Shares or write-off 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 and, for the purposes of the foregoing, 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 Write-
Off of the relevant Principal Amount of Securities;
(b) on the Trigger Event Date, the Issuer shall determine the Securities or portions
thereof as to which the Write-Off is to take effect and in making that determination
may make any decisions with respect to the identity of the holders of Securities at
that time as may be necessary or desirable to ensure Write-Off occurs in an orderly
manner, including disregarding any transfers of Securities that have not been settled
or registered at that time, provided that such determination does not impede or delay
the immediate Write-Off of the relevant Principal Amount of Securities;
(c) the Issuer must give notice of its determination pursuant to subsection (b) of this
Section 8A.3 (a “Trigger Event Notice”) as soon as practicable to the Fiscal Agent
and the holders of Securities, which must specify:

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the Trigger Event Date;
the Principal Amount of the Securities Written-Off; and
the relevant number or principal amount of other Relevant Securities
converted or written-off;
(d) none of the following events shall prevent, impede or delay the Write-Off of
Securities as required by subsection (a)(i) of this Section 8A.3:
any failure or delay in the conversion or write-off of other Relevant
Securities;
any failure or delay in giving a Trigger Event Notice;
any requirement to select or adjust the number or Principal Amount of
Securities to be Written-Off in accordance with Section 8A.3(a)(ii)(B) or
8A.3(b); and
(iv) any failure or delay by a holder of a Security or any other party in complying
with the provisions of Section 8A.3(g).
(e) Each holder of Securities irrevocably:
(i) acknowledges and agrees that no conditions or events will affect the
operation of this Section and such holder of Securities will not have any
rights to vote in respect of any Write-Off under this Section; and
(ii) acknowledges and agrees that any failure or delay in Writing-Off a Security
held by the holder pursuant to the provisions of Section 8A.3(g), shall not
prevent, impede or delay the Write-Off of such Security.
(f) For the purposes of this Section 8A.3 “Written-Off” shall mean that, in respect of
a Security or portion thereof and a Trigger Event Date:
the Security or portion thereof will not be redeemed under the terms hereof
on any subsequent date; and
the rights of the relevant holder of the Security (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 Security or portion thereof are immediately and
irrevocably terminated and written-off; and
“Write-Off” has a corresponding meaning.

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(g) Any Security which is to be Written-Off only in part shall be surrendered with, if
the Issuer or the Fiscal Agent so requires, due endorsement by, or a written
instrument of transfer in the form satisfactory to the Issuer and the Fiscal Agent
duly executed by, the holder thereof or his attorney duly authorized in writing, and
the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver to the
registered holder of such Security without service charge, a new Security or
Securities of like form and tenor, of any aggregate Principal Amount equal to and
in exchange for the non-Written-Off portion of the Principal Amount of the
Security so surrendered.
(h) 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.
(i) Where a Security is Written-Off only in part, then the amount of interest payable in
respect of that Security on each Interest Payment Date falling after that Trigger
Event Date will be reduced and calculated on the Principal Amount of that Security
as reduced on the date of the Write-Off.
8A.4 For the purposes of this Security the following terms shall have the following
meanings:
“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.
“Clearing System Holder” means that the holder of a Security is the operator of a
clearing system or a depository, or a nominee for a depository, for a clearing system.
“Control” has the meaning given in the Corporations Act 2001 of Australia.
“Controlled Entity” shall mean, in respect of the Issuer, an entity the Issuer
Controls.
“Conversion” means, in relation to a Security, the allotment and issue of Ordinary
Shares and the termination of the holder’s rights in relation to the relevant Principal
Amount of that Security, in each case in accordance with the relevant Schedule, and
“Convert”, “Converting” and “Converted” have corresponding meanings.
“Deed of Undertaking” means the deed poll made by ANZ NOHC in favor of the
holders of Securities entered into prior to or on the Approved NOHC Substitution
Date, a copy of which shall be provided by the Issuer to the Fiscal Agent.

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“Inability Event” shall mean:
(i) 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
Securities; and
(ii) 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 Securities.
“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.
“Level 1”, “Level 2” and “Level 3” means those terms as defined by APRA from
time to time.
“Ordinary Share” shall mean:
(i) in respect of a Security to which Schedule A applies, a fully paid ordinary
share in the capital of the Issuer;
(ii) in respect of a Security to which Schedule B applies, a fully paid ordinary
share in the capital of ANZ NOHC subject to Section 12(b) of Schedule B.
“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 Securities” shall mean each of:
(i) Relevant Tier 1 Securities; and
(ii) Relevant Tier 2 Securities.
“Relevant Tier 1 Security” shall mean, 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.

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“Relevant Tier 2 Security” shall mean, 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.
“Scheme of Arrangement” has the meaning given in Section 8A.1A(e).
“Tier 1 Capital” shall mean 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” shall mean 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 Section 9A.1(d)(i).
“Trigger Event Date” shall mean the date (whether or not a Business Day) on which
APRA notifies the Issuer of a Non-Viability Trigger Event as contemplated in
Section 8A.1.
9 (a) The following events or circumstances are “Events of Default” with respect
to this Security and shall give rise to the limited remedies set out in this Section 9
only: (i) the making of an order by a court of the State of Victoria, Australia or of
the Commonwealth of Australia or a court with appellate jurisdiction from any such
court which is not successfully appealed or permanently stayed within 60 days of
the entry of that order or the valid adoption by the shareholders of the Issuer of an
effective resolution, which in each case is for the Winding Up of the Issuer, (ii) a
default by the Issuer in the payment of any amount of the principal of this Security
within 15 days of its due date for payment or (iii) a default by the Issuer in the
payment of any amount of interest on this Security within 30 days of its due date
for payment, except where, in the case of the events or circumstances set out in
clauses (ii) and (iii) above, the failure is the result of the Issuer not being Solvent
at the time such payment becomes due or if the Issuer would not be Solvent as a
result of that payment.
(b) If the Event of Default set out in clause (a)(i) above occurs with
respect to this Security, the Principal Amount of and all accrued but unpaid interest on this

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Security shall automatically, and without any declaration or action on the part of the holder
of this Security, become immediately due and payable and the holder may prove or claim
in the Winding Up of the Issuer, in each case subject to the provisions of Section 7.
(c) If either of the Events of Default set out in subsections (a)(ii) or
(a)(iii) above occurs and is continuing with respect to this Security, the holder of this
Security may not declare the Principal Amount of this Security due and payable prior to its
stated maturity, provided that in the event of the Winding Up of the Issuer the provisions
of subsection (b) above shall prevail.
(d) If either of the Events of Default set out in subsections (a)(ii) or
(a)(iii) above occurs and is continuing with respect to this Security, the holder of this
Security may (i) institute judicial proceedings for the recovery of amounts owing under or
in respect of this Security provided that the Issuer will not, by virtue of the institution of
any such proceeding, be compelled to pay such amount unless the Issuer is Solvent and
may make such payment and be Solvent immediately thereafter or (ii) institute proceedings
in the State of Victoria, Australia (but not in any other jurisdiction) for the Winding Up of
the Issuer.
(e) The holder of this Security shall have no remedy against the Issuer
in the event of the occurrence of an Event of Default other than those specified in
subsections (b), (c) and (d) above, whether for the recovery of amounts owing in respect
of this Security or in respect of any breach by the Issuer of any of its other obligations
under or in respect of this Security. In particular, the holder of this Security shall not be
entitled to exercise any right of set-off or counterclaim which may be available against
amounts owing by the Issuer in respect of this Security (whether prior to, or following, any
bankruptcy, liquidation, Winding-Up or sequestration of the Issuer) or to seek the
appointment of a receiver, administrator or provisional liquidator to the Issuer.
9A.1 [APPLIES ONLY IF SECTION 8A.2 APPLIES] Where:
(a) either of the following occurs:
a takeover bid (as defined in the Corporations Act 2001 of Australia) 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, were a Conversion required at
the relevant time following the Approved NOHC
Substitution Date and Schedule B would apply, ANZ
NOHC), acting as a board, issue a statement that at least a

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majority of its directors who are eligible to do so have
recommended acceptance of such offer (in the absence of a
higher offer); or
a court orders the holding of meetings to approve a scheme of arrangement
under Part 5.1 of the Corporations Act 2001 of Australia, 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, were a Conversion
required at the relevant time following the Approved NOHC
Substitution Date and Schedule B would apply, ANZ
NOHC) pass all resolutions required to approve the scheme
by the majorities required under the Corporations Act 2001
of Australia, 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, were a Conversion required at the relevant time following the Approved
NOHC Substitution Date and Schedule B would apply, ANZ NOHC) after the
scheme is implemented (or any 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 holders of the Securities
may (but with the prior written approval of APRA):
(c) in the case of a Security to which Schedule A applies, amend these terms such that
Schedule B applies to such Security (and such Security is treated as a Security 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 Security to which Schedule B applies, amend the terms hereof such
that, unless APRA otherwise agrees, on the date the Principal Amount of Securities
is to be Converted:
each Security that is being Converted in whole will be automatically
transferred by each holder of this Security 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;

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each Security that is being Converted only in part shall be surrendered with,
if the Issuer or the Fiscal Agent so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Issuer and the
Fiscal Agent duly executed by, the holder thereof or his attorney duly
authorized in writing, and the Issuer shall execute, and the Fiscal Agent
shall authenticate and deliver to:
(A) the registered holder of such Security without service charge, a new
Security or Securities of like form and tenor and of the aggregate
Principal Amount equal to and in exchange for the portion of the
Principal Amount of the Security so surrendered that is not to be
Converted; and
(B) the Approved NOHC without service charge, a new Security or
Securities of like form and tenor and of the aggregate Principal
Amount equal to and in exchange for the Principal Amount of the
Security so surrendered that is to be Converted;
provided that any failure or delay by any party in complying with the
provisions of Section 9A.1(d) shall not prevent, impede or delay the
Conversion or Write-Off of Securities;
each holder (or a nominee in accordance with Section 8A.2(b) or 8A.2(d)
(as applicable), which provisions shall apply, mutatis mutandis, to such
Approved NOHC Ordinary Shares) of the Security 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 shall apply (with any necessary changes) to the determination of
the number of such Approved NOHC Ordinary Shares; and
as between the Issuer and the Transferee, each Security held by the
Transferee as a result of Section 9A.1(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
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 the terms hereof, 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

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substitution differs from the number of Ordinary Shares on issue
immediately before that 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.
9A.2 The Issuer shall give a notice to the Fiscal Agent and to the holders of Securities as
soon as practicable after the substitution in accordance with Section 9A.1 specifying:
(a) in the case of a Security to which Schedule A applies, that Schedule B applies
to such Security (and such Security is treated as a Security to which Schedule
B applies for all purposes) which effect on and from the Approved NOHC
Substitution Date; and
(b) in the case of a Security to which Schedule B applies, the amendments to the
terms hereof which will be made in accordance with Section 9A.1 to effect the
substitution of an Approved NOHC as the issuer of ordinary shares on
Conversion.
9A.3 After a substitution under Section 9A.1, the Approved NOHC may without the
authority, approval or assent of the holder of Securities, effect a further substitution in
accordance with Section 9A.1 (with necessary changes).
9A.4 For the purposes of this Section 9A the following terms shall have the following
meanings:
“Approved NOHC” means an entity which:
(a) is a non-operating holding company within the meaning of the Banking Act 1959
of Australia (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 holders of Securities:
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 Securities, subject to the same terms and conditions as set out
in the terms hereof (with all necessary modifications); and
to use all reasonable endeavors to procure quotation of Approved NOHC
Ordinary Shares issued upon Conversion of relevant Securities on the ASX.
“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 Section 8A.1A(d).

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10.1 Subject to Section 10.3, the Issuer shall not consolidate with or merge into any
other person or convey, transfer or lease its properties and assets substantially as
an entirety to any person, and the Issuer shall not permit any person to consolidate
with or merge into the Issuer or convey, transfer or lease its properties and assets
substantially as an entirety to the Issuer unless:
(i) in case the Issuer shall consolidate with or merge into another person or
convey, transfer or lease its properties and assets substantially as an entirety
to any person, the person formed by such consolidation or into which the
Issuer is merged or the person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Issuer substantially as an
entirety shall be a corporation, partnership or trust and shall expressly
assume the due and punctual payment of the principal of and any interest
(including all Additional Amounts, if any, payable pursuant to Section 6
hereof) on all the Securities and the performance or observance of every
covenant of this Security and the Fiscal Agency Agreement applicable to
this Security on the part of the Issuer to be performed or observed; provided,
however, if such person is not organized and validly existing under the laws
of the Commonwealth of Australia or any State of Territory thereof, it must
expressly agree (A) to indemnify the holder of this Security against any tax,
assessment or governmental charge required to be withheld or deducted
from any payment to such holder as a consequence of such merger, sale of
assets or other transaction and (B) that all payments pursuant to this
Security must be made without withholding or deduction for or on account
of any tax of whatever nature imposed or levied on behalf of the jurisdiction
of organization of such person, or any political subdivision or taxing
authority thereof or therein, unless such tax is required by such jurisdiction
or any such subdivision or authority to be withheld or deducted, in which
case such person shall pay such additional amounts in order that the net
amounts received by the holder of this Security after such withholding or
deduction shall equal the amount which would have been received in
respect of this Security in the absence of such withholding or deduction,
subject to the same exceptions as would apply with respect to the payment
by the Issuer of Additional Amounts in respect of this Security (substituting
the jurisdiction of organization of such person for the Commonwealth of
Australia), provided, however, that this indemnity shall not apply to any
deduction or withholding imposed or required pursuant to Sections 1471
through 1474 of the Code, any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section
1471(b) of the Code, or any fiscal or regulatory legislation, rules or
practices adopted pursuant to any intergovernmental agreement entered
into in connection with the implementation of such Sections of the Code,

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and shall not require the payment of additional amounts on account of any
such withholding or deduction;
(ii) immediately after the transaction, no Event of Default under this Security
or any event that would be an Event of Default with respect to this Security
if the requirements for giving the Issuer default notice and for the Issuer’s
default having to continue for a specific period of time were disregarded
has occurred and is continuing; and
(iii) the Issuer has delivered to the holder of this Security an Officer’s Certificate
and an opinion of counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if applicable such amendment to the
Fiscal Agency Agreement, comply with this Section 10 and that all
conditions precedent herein provided for relating to such transaction have
been complied with.
10.2 Upon any such consolidation or merger, or any conveyance, transfer or
lease of the properties and assets of the Issuer substantially as an entirety in
accordance with Section 10.1, the successor person formed by such consolidation
or into which the Issuer is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right and
power of, the Issuer under the Fiscal Agency Agreement and this Security with
the same effect as if the successor person had been named as the Issuer therein
and herein and thereafter, except in the case of a lease, the predecessor person
shall be relieved of all obligations and covenants under the Securities and under
the Fiscal Agency Agreement.
10.3 Nothing in section 10 shall prevent the Issuer from consolidating with or
merging into any other person or conveying, transferring or leasing its properties
and assets substantially as an entirety to any person, or from permitting any
person to consolidate with or merge into the Issuer or to convey, transfer or lease
its properties and assets substantially as an entirety to the Issuer where such
consolidation, merger, transfer or lease is:
(i) required by APRA (or any statutory manager or similar official appointed
by it) under law and prudential regulation applicable in the Commonwealth
of Australia (including without limitation the Banking Act 1959 of
Australia or the Financial Sector (Transfer and Restructure) Act 1999 of
Australia, which terms, as used herein, includes any amendments thereto,
rules thereunder and any successor laws, amendments and rules); or
(ii) determined by the board of directors of the Issuer or by APRA (or any
statutory manager or similar official appointed by it) to be necessary in
order for the Issuer to be managed in a sound and prudent manner or for

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the Issuer or APRA (or any statutory manager or similar official appointed
by it) to resolve any financial difficulties affecting the Issuer, in each case
in accordance with prudential regulation applicable in the Commonwealth
of Australia.
11 Section 8 of the Fiscal Agency Agreement, which requires the Issuer to provide
holders of Securities or, in the case of subsection (a) thereof, designated prospective
purchasers of Securities with certain information is hereby incorporated mutatis
mutandis by reference herein.
12 If any mutilated Security is surrendered to the Fiscal Agent, the Issuer shall execute,
and the Fiscal Agent shall authenticate and deliver in exchange therefor, a new
Security of like form, tenor and Principal Amount, bearing a number not
contemporaneously outstanding.
If there is delivered to the Issuer and the Fiscal Agent (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of each of them
harmless, then, in the absence of notice to the Issuer or the Fiscal Agent that such Security
has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request
the Fiscal Agent shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security a new Security of like form, tenor and Principal Amount and bearing a number
not contemporaneously outstanding.
Upon the issuance of any new Security under this Section 12, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other reasonable expenses (including the fees
and the expenses of the Fiscal Agent) connected therewith.
If any Security which has matured or has been redeemed or repaid or is
about to mature or to be redeemed or repaid shall become mutilated, destroyed, lost or
stolen, the Issuer may, instead of issuing a substitute Security, pay or authorize the payment
of the same (without surrender thereof except in the case of a mutilated Security) upon
compliance by the holder with the provisions of this paragraph.
Every new Security issued pursuant to this Section 12 in lieu of any
mutilated, destroyed, lost or stolen Security, shall constitute an original additional
contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen
Security shall be at any time enforceable by anyone.
Any new Security delivered pursuant to this Section 12 shall be so dated
that neither gain nor loss in interest shall result from such exchange.

(Reverse of Security continued on next page)
- 47 -


The provisions of this Section 12 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities.
13 Section 12 of the Fiscal Agency Agreement, which Section is hereby incorporated
mutatis mutandis by reference herein, provides that, with certain exceptions as
therein provided and with the consent of the holders of 50% of the Principal
Amount of the Outstanding Securities of this series present at a meeting duly called
pursuant thereto or by written consent of such percentage of the Principal Amount
of all Outstanding Securities, the Issuer and the Fiscal Agent may modify, amend
or supplement the terms of the Securities of this series or, insofar as respects the
Securities of this series, the Fiscal Agency Agreement, in any way, or may give
consents or waivers or take other actions with respect thereto, and the holders of
Securities of this series may make, take or give any request, demand, authorization,
direction, notice, consent, waiver or other action provided by the Fiscal Agency
Agreement or the terms of the Securities of this series to be made, given or taken
by holders of Securities of this series provided that, in the case of a series of
Subordinated Securities, the prior written approval of APRA is required to modify,
amend or supplement the terms of Securities of this series or, insofar as respects
the Securities of this series, the Fiscal Agency Agreement or to give consents or
waivers or take other actions where such modification, amendment, supplement,
consent, waiver or other action described above may affect the eligibility of the
Security as Tier 2 Capital (as defined in Section 8A.4). Any such modification,
amendment, supplement, consent, waiver or other action shall be conclusive and
binding on the holder of this Security and on all future holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
heretofore or in lieu hereof, whether or not notation thereof is made upon this
Security. The Fiscal Agency Agreement and the terms of the Securities may be
modified or amended by the Issuer and the Fiscal Agent, without the consent of any
holders of Securities, for the purpose of (i) adding to the covenants of the Issuer for
the benefit of the holders of Securities, (ii) surrendering any right or power
conferred upon the Issuer, (iii) securing the Securities pursuant to the requirements
of the Securities or otherwise, (iv) evidencing the succession of another corporation
to the Issuer and the assumption by any such successor of the covenants and
obligations of the Issuer in the Securities or in the Fiscal Agency Agreement
pursuant to Section 9 hereof, (v) curing any ambiguity or correcting or
supplementing any defective provision contained in the Securities or in the Fiscal
Agency Agreement, (vi) is made in accordance with the Issuer’s adjustment rights
in the relevant Schedule or (vii) any other purpose which the Issuer and the Fiscal
Agent may determine that is not inconsistent with the terms of the Securities and
does not adversely affect the interest of any holder of Securities, to all of which
each holder of any Security, by acceptance thereof, consents provided that, in the
case of a series of Subordinated Securities, the prior written approval of APRA is

(Reverse of Security continued on next page)
- 48 -



required to modify, amend or supplement the terms of Securities of this series or,
insofar as respects the Securities of this series, the Fiscal Agency Agreement or to
give consents or waivers or take other actions where such modification,
amendment, supplement, consent, waiver or other action described above may
affect the eligibility of the Security as Tier 2 Capital (as defined in Section 8A.4).
14 No reference herein to the Fiscal Agency Agreement and no provision of this
Security or of the Fiscal Agency Agreement shall alter or impair the obligation of
the Issuer, which, except in so far as the Security is subordinated and liable to be
converted or written-off as provided herein, is absolute and unconditional, to pay
the principal of and interest (including any Additional Amounts payable pursuant
to Section 6) on this Security at the times, places and rates, and in the coin or
currency, herein prescribed.
15 This Security shall be governed by, and construed in accordance with, the laws
of the State of New York without regard to those principles of conflicts of laws
that would require the application of the laws of a jurisdiction other than the
State of New York, except that the provisions of Section 7, Sections 8A.1 to
8A.4 (inclusive), Sections 9A.1 to 9A.4 (inclusive), Schedules A and B and all
matters relating to the authorization and execution by the Issuer shall be
governed by the laws of the State of Victoria and the Commonwealth of
Australia.

A- 1


Schedule A

SCHEDULE OF CONVERSION MECHANICS

If a Principal Amount of a Security to which Schedule A applies is required to be
Converted, the following provisions shall apply in respect of such Conversion.

1 CONVERSION
If a Principal Amount of a Security must be Converted, then, subject to this
Schedule A and Section 9A.1 and unless an Addendum 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 Security 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
(99% × VWAP)
where:
“VWAP” (expressed in dollars and cents or equivalent in the case of a
Specified Currency other than Australian dollars) 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 Security
(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 Security or portion thereof that is being Converted will
be immediately and irrevocably terminated for an amount equal to the
Principal Amount of that Security 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 Security 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 Security has any right to payment in any other way;

A- 2


(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 Security in respect of the aggregate Principal Amount of the
Securities 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
Security under the terms hereof will no longer have effect to the extent of
the Principal Amount of that Security being Converted (except for the right
to receive the Ordinary Shares as set forth in this Section 1 of this Schedule
A and Section 8A.2 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).
2 ADJUSTMENTS TO VWAP
For the purposes of calculating VWAP in the terms hereof:
(a) where, on some or all of the Business Days in the relevant VWAP Period,
Ordinary Shares have been quoted on the ASX as cum dividend or cum
any other distribution or entitlement and the relevant Principal Amount of
the Securities 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 ASX on any of those Business Days), the volume weighted
average sale price of all such entitlements sold on the ASX during
the VWAP Period on the Business Days on which those
entitlements were traded; or

A- 3


(iii) (in the case of any other entitlement which is not traded on the ASX
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 ASX as ex dividend or ex any other
distribution or entitlement, and the relevant Principal Amount of the
Securities 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 “Reorganization”), 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 Reorganization 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
Reorganization; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganization.
(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 Securities under these terms and these terms will be construed
accordingly. Any such adjustment must be promptly notified to all holders
of the Securities.
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

A- 4


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.

A- 5


(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 holders of the Security.
6 ADJUSTMENT TO ISSUE DATE VWAP FOR DIVISIONS AND SIMILAR
TRANSACTIONS
(a) If at any time after the Issue Date, a Reorganization 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
Reorganization by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reorganization; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganization.
(b) Any adjustment made by the Issuer in accordance with Section 6(a) of this
Schedule A will, absent manifest error, be effective and binding on holders
of Securities under these terms and these terms will be construed
accordingly.
(c) Each holder of a Security 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 holders of Securities.
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 the holder of Securities (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

A- 6


Each Ordinary Share issued or arising upon Conversion ranks pari passu with all
other fully paid Ordinary Shares. The Holders of Securities agree not to trade
Ordinary Shares issued on Conversion (except as permitted by the Corporations
Act 2001 of Australia, other applicable laws and the ASX Listing Rules) until the
Issuer has taken such steps as are required by the Corporations Act 2001 of
Australia, other applicable laws and the ASX Listing Rules for the Ordinary Shares
to be freely tradeable without such further disclosure or other action and agree to
allow the Issuer to impose a holding lock or to refuse to register a transfer in respect
of Ordinary Shares until such time.
10 LISTING ORDINARY SHARES ISSUED ON CONVERSION
The Issuer shall use all reasonable endeavors to list the Ordinary Shares issued
upon Conversion of the Securities on the ASX.
11 ALTERNATIVE CONVERSION NUMBER
If a Principal Amount of a Security must be Converted in accordance with the terms
hereof and the face of this Security 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 on the face of this Security 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 Schedule A); and
(b) Sections 2 to 8 (inclusive) of this Schedule A do not apply to the
Alternative Conversion Number.
12 DEFINITIONS
For the purposes of this Schedule A the following terms shall have the following
meanings:
“ASX Operating Rules” means the market operating rules of the ASX as amended, varied
or waived (whether in respect of the Issuer or generally) from time to time.
“ASX” means ASX Limited (ABN 98 008 624 691) or the securities market operated by
it, as the context requires, or any successor.
“Issue Date VWAP” means 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 Securities were issued, as adjusted in accordance with Sections 4 to 7
(inclusive) of this Schedule A.
“Tax Act” means:

A- 7


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
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 ASX during the VWAP Period or on the relevant days
(and, where the Specified Currency of the Principal Amount in respect of the relevant
Security is not Australian dollars, with each such daily price converted into the Specified
Currency on the basis of the spot rate for the sale of the Australian dollar against the
purchase of such Specified Currency in the New York foreign exchange market quoted by
any leading international bank selected by the Issuer on the relevant day of calculation) 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 an
Addendum on which trading in Ordinary Shares took place immediately preceding (but not
including) the Trigger Event Date.

B- 1


Schedule B

SCHEDULE OF CONVERSION MECHANICS
If a Principal Amount of a Security to which Schedule B applies is required to be
Converted, the following provisions shall apply in respect of such Conversion.

1 CONVERSION
If a Principal Amount of a Security must be Converted, then, subject to this
Schedule B and Section 9A.1 and unless an Addendum specifies that the
Alternative Conversion Number applies, the following provisions apply (provided,
in all cases, that where a Security is required to be Converted only in part,
references in this Schedule to the “Security” shall be taken to be references to the
“Affected Security” as defined in Section 8A.2(h):
(a) The Security will be automatically transferred free from any encumbrance
to the Transferee 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 Security 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
(99% × VWAP)
where:
“VWAP” (expressed in dollars and cents or equivalent in the case of a
Specified Currency other than Australian dollars) 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 holder of a Security (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 Security or portion thereof that is being Converted will be
automatically transferred for an amount equal to the Principal Amount of
that Security that is being Converted and the Issuer will apply that Principal

B- 2


Amount by way of payment for subscription for the Ordinary Shares to be
allotted and issued under Section 1(a) of this Schedule and the Deed of
Undertaking. Each holder of the Security is taken to have irrevocably
directed that any amount payable under Section 1 of this Schedule B is to
be applied as provided for in Section 1 of this Schedule B and no holder of
the Security has any right to payment in any other way;
(d) any calculation under Section 1(a) of this Schedule B 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 Security in respect of the aggregate Principal Amount of the
Securities 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 another time is required for Conversion on that date).
At that time all other rights conferred or restrictions imposed on that
Security under the terms hereof will no longer have effect to the extent of
the Principal Amount of that Security being Converted (except for the right
to receive the Ordinary Shares as set forth in this Section 1 of this Schedule
B and Section 8A.2 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) under the arrangements as agreed between, among others, ANZ NOHC and
the Issuer, ANZ NOHC, the Issuer and their Related Bodies Corporate will
deal with the Securities 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 terms hereof:
(a) where, on some or all of the Business Days in the relevant VWAP Period,
Ordinary Shares have been quoted on the ASX as cum dividend or cum any
other distribution or entitlement and the relevant Principal Amount of the
Securities 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

B- 3


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 B which is traded
on the ASX on any of those Business Days), the volume weighted
average sale price of all such entitlements sold on the ASX 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 ASX
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 ASX as ex dividend or ex any other
distribution or entitlement, and the relevant Principal Amount of the
Securities 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 “Reorganization”), 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-Reorganization 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
Reorganization; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganization.

B- 4


(b) Any adjustment made by the Issuer in accordance with Section 3(a) of this
Schedule B will, absent manifest error, be effective and binding on holders
of the Securities under these terms and these terms will be construed
accordingly. Any such adjustment must be promptly notified to all holders
of the Securities.
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
B 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 B
(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 B 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;
Vo 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 B does not apply to Ordinary Shares issued as
part of a bonus share plan, employee or executive share plan, executive

B- 5


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 B, an issue will be regarded
as a pro rata issue notwithstanding that ANZ NOHC does not make offers
to some or all 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 B for any offer of Ordinary Shares not covered by Section
5(a) of this Schedule B, 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 B 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 holders of the
Security.
6 ADJUSTMENT TO ISSUE DATE VWAP FOR DIVISIONS AND SIMILAR
TRANSACTIONS
(a) If at any time after the Issue Date, a Reorganization 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
Reorganization by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reorganization; and
B means the aggregate number of Ordinary Shares immediately after the
Reorganization.
(b) Any adjustment made by the Issuer in accordance with Section 6(a) of this
Schedule B will, absent manifest error, be effective and binding on holders
of Securities under these terms and these terms will be construed
accordingly.
(c) Each holder of a Security 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 holders of Securities.

B- 6


7 NO ADJUSTMENT TO ISSUE DATE VWAP IN CERTAIN
CIRCUMSTANCES
Despite the provisions of Section 5 and Section 6 of this Schedule B, 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 the holder of Securities (an “Adjustment Notice”) of any
adjustment to the Issue Date VWAP under this Schedule B 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. The Holders of Securities agree not to trade
Ordinary Shares issued on Conversion (except as permitted by the Corporations
Act 2001 of Australia, other applicable laws and the ASX Listing Rules) until ANZ
NOHC has taken such steps as are required by the Corporations Act 2001 of
Australia, other applicable laws and the ASX Listing Rules for the Ordinary Shares
to be freely tradeable without such further disclosure or other action and agree to
allow ANZ NOHC to impose a holding lock or to refuse to register a transfer in
respect of Ordinary Shares until such time.
10 LISTING ORDINARY SHARES ISSUED ON CONVERSION
ANZ NOHC shall use all reasonable endeavors to list the Ordinary Shares issued
upon Conversion of the Securities on the ASX.
11 ALTERNATIVE CONVERSION NUMBER
If a Principal Amount of a Security must be Converted in accordance with the terms
hereof and the face of this Security specifies that the Alternative Conversion
Number applies, then:
(a) Section 1 of this Schedule B applies on the basis that the Conversion
Number for the purposes of Section 1(a) of this Schedule B is the number
of Ordinary Shares specified on the face of this Security 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 Schedule B); and
(b) Sections 2 to 8 (inclusive) of this Schedule B do not apply to the Alternative
Conversion Number.

B- 7


12 TRANSITIONAL PROVISIONS
For the purposes of Sections 3 to 7 (inclusive) of this Schedule B:
(a) where a VWAP Period commences before the Approved NOHC
Substitution Date, 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 3 and 4 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 6 and 7 of this Schedule and the definition of
“Reorganization” 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 Reorganization occurring before the Approved
NOHC Substitution Date.
13 DEFINITIONS
For the purposes of this Schedule B the following terms shall have the following
meanings:
“Affected Security” has the meaning given in Section 8A.2(h).
“ASX Operating Rules” means the market operating rules of the ASX as amended,
varied or waived (whether in respect of the Issuer, ANZ NOHC or generally) from
time to time.
“ASX” means ASX Limited (ABN 98 008 624 691) or the securities market
operated by it, as the context requires, or any successor.
“Issue Date VWAP” means 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 Securities were issued, as adjusted in
accordance with Sections 4 to 7 (inclusive) of this Schedule B.
“Tax Act” means:
(i) 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
(ii) any other Act setting the rate of income tax payable and any regulation
promulgated under it.

B- 8


“VWAP” means, subject to any adjustments under this Schedule B, 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 ASX during the VWAP Period or
on the relevant days (and, where the Specified Currency of the Principal Amount
in respect of the relevant Security is not Australian dollars, with each such daily
price converted into the Specified Currency on the basis of the spot rate for the sale
of the Australian dollar against the purchase of such Specified Currency in the New
York foreign exchange market quoted by any leading international bank selected
by the Issuer on the relevant day of calculation) 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 an Addendum on which trading in Ordinary Shares took place
immediately preceding (but not including) the Trigger Event Date.

Schedule 2 - Commercial particulars of the Subordinated Notes

1



Australia and New Zealand Banking Group Limited (ABN 11 005 357 522)
US$25,000,000,000 Medium-Term Notes, Series A, Offering Memorandum dated
November 16, 2022 (the “Offering Memorandum”).
Pricing Supplement—dated November 29, 2022
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area (“EEA”). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution
Directive”), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or
selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS – The Notes
are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the United Kingdom. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the
European Union (Withdrawal Agreement) Act 2020 (the “EUWA”); or (ii) a customer within the
meaning of the provisions in the United Kingdom’s Financial Services and Markets Act 2000 (as
amended, the “FSMA”) and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law in the United Kingdom by virtue of the EUWA. Consequently, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United
Kingdom by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes
or otherwise making them available to retail investors in the United Kingdom has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
This Pricing Supplement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the
“EU Prospectus Regulation”) or for the purposes of the EU Prospectus Regulation as it forms
part of the domestic law in the United Kingdom by virtue of the EUWA.
Notification under Section 309B(1) of the Securities and Futures Act of Singapore (the
“SFA”): Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and
309B(1)(c) of the SFA, the Issuer has determined and hereby notifies all relevant persons (as

2


defined in Section 309A of the SFA) that the Notes are prescribed capital markets products (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and
Excluded Investment Products (as defined in the Monetary Authority of Singapore (the “MAS”)
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
In terms of the Second Amended and Restated Fiscal Agency Agreement dated as of May 6,
2016, as amended, we wish to advise the following in respect of the latest issue of Notes.
Deal Reference MTN: 87
Issuer: Australia and New Zealand Banking Group Limited (ABN 11
005 357 522)
Principal Amount and Specified
Currency:
US$1,250,000,000 as it may be reduced due to Conversion or
Write-Off in accordance with Section 8A.2 of the Notes
Option to receive payment in
Specified Currency:
Not Applicable
Type of Note: Rule 144A Global Note(s) and Regulation S Global Note(s)
Status of Note: Subordinated Note
Term: 10 years
Issue Date: December 8, 2022
Trade Date: November 29, 2022
Stated Maturity: December 8, 2032
Redemption: At option of the Issuer at any time on or after a Regulatory
Event or for tax reasons.
Any early redemption will be subject to the prior written
approval of APRA.
Repayment: No repayment at the option of the holders prior to Stated
Maturity. Any early repayment will be subject to the prior
written approval of APRA.
Conversion Option: Conversion with a fall back to Write-Off (Option 1: Section
8A.2 of the Notes applies)
Alternative Conversion Number: Not Applicable
Fixed Rate Notes: Applicable
Interest Rate Basis: Fixed Rate
Interest Rate: 6.742% per annum
Interest Rate Reset Provisions: Not Applicable

3


Interest Rate Frequency: Semi-annually
Regular Record Date(s): 15 calendar days preceding the applicable Interest Payment
Date whether or not a Business Day
Interest Payment Dates: Semi-annually in arrears on June 8 and December 8 of each
year, commencing June 8, 2023 and ending on the Stated
Maturity.
Floating Rate Notes: Not Applicable
SOFR Notes: Not Applicable
Floating Rate/Fixed Rate Notes: Not Applicable
Fixed Rate/Floating Rate Notes: Not Applicable
Inverse Floating Rate Notes: Not Applicable
Original Issue Discount Notes: Not Applicable
Zero Coupon Notes: Not Applicable
Indexed Notes/other
variable-linked interest note
provisions:
Not Applicable
Amortizing Notes: Not Applicable
Redemption: The Issuer may redeem, in whole but not in part, the Notes if
a specified “tax event” or “Regulatory Event” occurs (each as
defined in the Offering Memorandum) and as described under
“Description of the Notes—Redemption for taxation reasons”
and “Description of the Notes—Redemption of Subordinated
Notes for Regulatory Event”, at the Redemption Price.
Any early redemption will be subject to the prior written
approval of APRA. Holders should not expect that APRA’s
approval will be given for any redemption of Notes.
Any redemption of the Notes pursuant to a tax event or
Regulatory Event will be pursuant to the terms of the Notes
pertaining to redemption, as described in the section of the
Offering Memorandum entitled “Description of the Notes—
Redemption and repayment”, “Description of the Notes—
Redemption for taxation reasons” and “Description of the
Notes—Redemption of Subordinated Notes for Regulatory
Event”.
Redemption Commencement Date: Not Applicable
Redemption Price(s): 100.000% of the Principal Amount, as it may be reduced due
to Conversion or Write-Off in accordance with Section 8A.2
of the Notes.

4


Redemption Period(s): Not Applicable
General Provisions:
Business Day Convention: Following Business Day Convention
Business Days: London, New York and Sydney
Alternative Day Count Fraction: 30/360, unadjusted
Issue Price (Price to Investors) (%): 100.000% (plus accrued interest, if any, from December 8,
2022)
Issue Price (Price to Investors) ($): US$1,250,000,000
Discount or Commission: 0.400% (commission will not be taken out of the Notes
proceeds)
Net Proceeds to Issuer: US$1,250,000,000
Offering Agent(s): ANZ Securities, Inc., BofA Securities, Inc., Citigroup Global
Markets Inc., Goldman Sachs & Co. LLC and TD Securities
(USA) LLC
Agent(s) acting in capacity of: Agent in the case of ANZ Securities, Inc. and principal in the
case of the other Offering Agents
Paying Agent: The Bank of New York Mellon
Calculation Agent: The Bank of New York Mellon
Exchange Rate Agent: Not Applicable
Additional Paying Agent: Not Applicable
Redenomination, renominalisation
and reconventioning provisions:
Not Applicable
Listing: None
Admission to trading: Not Applicable
Denominations: Minimum denomination of US$200,000, and any integral
multiple of US$1,000 thereafter
Covenant Defeasance: Not Applicable
CUSIP: 144A: 052528AP1
Reg S: Q0954PVM1
ISIN: 144A: US052528AP13
Reg S: USQ0954PVM14
Common Code: 144A: 256409429
Reg S: 256388944
LEI: JHE42UYNWWTJB8YTTU19

5


Additional Selling Restrictions: As described in the Offering Memorandum
Stabilizing Manager: Not Applicable
Exchange Rate: Not Applicable
Depositary (if other than DTC): Not Applicable



Other terms: Not Applicable

Schedule 3 – Description of rights and liabilities attaching to ANZ Ordinary Shares
The rights and liabilities attaching to ANZ Ordinary Shares are set out in the constitution of
the Issuer ("Constitution") and are also regulated by the Corporations Act, ASX Listing
Rules and the general law. A summary of the key rights attaching to the ANZ Ordinary
Shares in the capital of the Issuer is as follows.

Voting rights
Subject to any rights or restrictions attached to any shares or class of shares, a registered
holder of an ANZ Ordinary Share ("Shareholder") is entitled to attend and vote at a
general meeting of the Issuer. Any resolution being considered at a general meeting is
decided on a show of hands unless a poll is held. On a show of hands, each Shareholder
present has one vote.

On a poll, each Shareholder has one vote for each ANZ Ordinary Share. Partly paid ANZ
Ordinary Shares confer that fraction of a vote which is equal to the proportion which the
amount paid bears to the total issue price of the ANZ Ordinary Share.

General meetings
Notice of a general meeting must be given to each Shareholder in accordance with the
Corporations Act. Each Shareholder is entitled to receive notices, financial statements and
other documents required to be provided to Shareholders under the Constitution,
Corporations Act and ASX Listing Rules.

Dividend entitlement
Subject to the Corporations Act, the Constitution and the terms of issue of ANZ Ordinary
Shares, the board of directors of the Issuer ("Board") may resolve to pay dividends on ANZ
Ordinary Shares which are considered by the Board to be appropriate, in proportion to the
capital paid up on the ANZ Ordinary Shares held by each Shareholder (subject to the rights
of holders of shares carrying preferred rights including Subordinated Notes).

Dividend reinvestment plan and bonus option plan
Shareholders who are eligible may participate in the Issuer's dividend reinvestment plan or
bonus option plan, as in force from time to time, in accordance with (and subject to) the
rules of those plans. Shareholders who are subject to the laws of a country or place other
than Australia may not be eligible to participate, because of legal requirements that apply in
that country or place or in Australia. Until the Board otherwise determines, participation in
the Issuer's dividend reinvestment plan and bonus option plan is not available directly or
indirectly to any entity or person (including any legal or beneficial owner of ANZ Ordinary
Shares) who is (or who is acting on behalf of or for the account or benefit of an entity or
person who is) in or resident in the United States (including its territories or possessions) or
Canada.

Rights of shareholders on a winding-up of the Issuer
If the Issuer is wound up and its property is more than sufficient to pay all debts, share
capital of the Issuer and expenses of the winding-up, the excess must be divided among
Shareholders in proportion to the capital paid up on the ANZ Ordinary Shares at the
commencement of the winding-up (subject to the rights of holders of shares carrying
preferred rights on winding-up including Subordinated Notes). A partly paid ANZ Ordinary
Share is counted as a fraction of a fully paid ANZ Ordinary Share equal to the proportion
which the amount paid on it bears to the total issue price of the ANZ Ordinary Share.

However, with the sanction of a special resolution, the liquidator may divide among
Shareholders the assets of the Issuer in kind and decide how the division is to be carried out
or vest assets in trustees of any trusts for the benefit of Shareholders as the liquidator
thinks appropriate.

Transfer of ordinary shares

ANZ Ordinary Shares may be transferred by any means permitted by the Corporations Act
or by law. The Board may decline to register a transfer where permitted to do so under the
ASX Listing Rules or the settlement operating rules of the ASX ("ASX Settlement
Operating Rules"), or where registration of the transfer is forbidden by the Corporations
Act, ASX Listing Rules or ASX Settlement Operating Rules. In addition, subject to the
Corporations Act, ASX Listing Rules and ASX Settlement Operating Rules, the Board may
decline to register a transfer if registration would create a new holding of less than a
marketable parcel under the ASX Listing Rules.

Issues of further shares
Subject to the Constitution, Corporations Act and ASX Listing Rules, the Board may issue or
grant options in respect of ANZ Ordinary Shares on such terms as the Board decides. The
Board may also issue preference shares, including redeemable preference shares, or
convertible notes with preferred, deferred or special rights or restrictions in relation to
dividends, voting, return of capital and participation in surplus on a winding-up of the
Issuer.

Variation of the Constitution
The Constitution can only be modified by a special resolution in accordance with the
Corporations Act. Under the Corporations Act, for a resolution to be passed as a special
resolution it must be passed by at least 75 per cent. of the votes cast by members entitled
to vote on the resolution.

Variation of rights
The Issuer may only modify or vary the rights attaching to any class of shares with the prior
approval, by a special resolution, of the holders of shares in that class at a meeting of those
holders, or with the written consent of the holders of at least 75 per cent. of the issued
shares of that class.

Subject to the terms of issue, the rights attached to a class of shares are not treated as
varied by the issue of further shares which rank equally with that existing class for
participation in profits and assets of the Issuer.